To

The Members,

Your Directors have pleasure in presenting the 15th Annual Report of your Company
together with the Audited Statements of Accounts for the year ended March 31, 2025. 


  

    
Financial Results
    
Year Ended 31.03.2025
    
Year Ended 31.03.2024
  
  

    
Revenue for the year
    
97.63
    
117.95
  
  

    
Profit/(Loss) before Tax (PBT)
    
2.80
    
30.68
  
  

    
Less: Financial Expenses
    
-
    
-
  
  

    
Profit/(Loss) before Depreciation/Amortization (PBDT)
    
2.80
    
30.68
  
  

    
Less: Depreciation
    
17.57
    
19.57
  
  

    
Net Profit/(Loss) before Taxation (PBT)
    
(14.77)
    
11.11
  
  

    
Less: Provision for Taxation (including Deferred Tax)
    
1.87
    
0.73
  
  

    
Add: Extra-ordinary Items (Excess Provisioning)
    
-
    
-
  
  

    
Profit/(Loss) after Tax & Extra-ordinary Items
    
(16.65)
    
10.38
  
  

    
Less: Provision for Dividend
    
-
    
-
  
  

    
Less: Transfer to General / Statutory Reserves
    
-
    
-
  
  

    
Add/(Less) Other Comprehensive Income
    
-
    
-
  
  

    
Profit/(Loss) available for Appropriation
    
(16.65)
    
10.38
  
  

    
Add: Profit/(Loss) brought forward from Previous Year
    
20.15
    
9.77
  
  

    
Less: Profit utilized for issue of Bonus Equity Shares
    
-
    
-
  
  

    
Balance of Profit/(Loss) carried forward
    
3.50
    
20.15
  


OVERALL PERFORMANCE 

Total revenue for the year stood at 97.63 lakh in comparison to last years' revenue of
117.95 lakh. In term of Profit/(Loss) before taxation, the Company has earned/incurred a
profit/(loss) of (14.77) lakh in comparison to last years' profit/(loss) of 11.11 lakh.
Profit/(Loss) after Tax and Extra-Ordinary Items stood at (16.65) lakh in comparison to
last financial year's profit of 10.38 lakh. The Company is in to the business of running
hotels, resorts, restaurants and cafe and other allied touristic activities. 

DIVIDEND 

In view of losses and in order to conserve resources and to meet financial requirements
to implement its future plans, your Directors do not propose any dividend for the year
under review. 

SHARE CAPITAL & LISTING

The paid up Equity Share Capital as on March 31, 2025 was 7.853 Crore consisting of
78,53,000 Equity Shares of 10/- each. During the year under review, the Company has not
issued any share with differential voting rights; nor granted stock options nor sweat
equity. As on March 31, 2025, none of the Directors and/or Key Managerial Person of the
Company hold instruments convertible in to Equity Shares of the Company. The Company's
Equity Shares are listed on the BSE Limited (“BSE”). The Equity Shares are
actively traded on BSE. The shares of the Company are not suspended from trading from BSE
platform. 

Equity Shares with Differential Voting Rights

The Company has not issued any Equity Share with differential voting rights. 

CORPORATE GOVERNANCE

Your Directors believe that corporate governance is an ethically driven business
process that is committed to values aimed at enhancing the growth of your Company. The
endeavour is to continue and move forward as a responsible and sustainable Company in
order to attract as well as retain talents, investors and to maintain fulfilling
relationships with the communities and take all possible steps in the direction to
re-write a new future for your Company. We are committed to achieve the highest standards
of ethics, transparency, corporate governance and continue to comply with the code of
conduct framed for the Board and senior management under SEBI Listing Regulations and have
maintained high standards of corporate governance based on the principle of effective
implementation of internal control measures, adherence to the law and regulations and
accountability at all levels of the organization. Your Company's corporate governance
practices are driven by effective and strong Board oversight, timely disclosures,
transparent accounting policies and high levels of integrity in decision making. The
corporate governance report of the Company for the Year Under Review as required under the
applicable SEBI Listing Regulations is attached hereto and forms part of this report. The
requisite certificate from Statutory Auditors, M/s Choudhary Choudhary & Co.,
Chartered Accountants, confirming compliance with the conditions of corporate governance
is attached to the corporate governance report. 

GENERAL RESERVES

The General Reserve is used from time to time to transfer profits from retained
earnings for appropriation purposes. As the General reserve is created by a transfer from
one component of equity to another and is not an item of other comprehensive income, items
included in the General reserve will not be reclassified subsequently to the statement of
profit and loss. 

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year
ended on March 31, 2025 has been prepared in accordance with the Indian Accounting
Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial
Statements are made on a prudent basis, so as to reflect in a true and fair manner, the
form and substance of transactions and reasonably present the Company's state of affairs,
profits and cash flows for the year ended March 31, 2025. Accounting policies have been
consistently applied except where a newly issued accounting standard, if initially adopted
or a revision to an existing accounting standard requires a change in the accounting
policy hitherto in use. Management evaluates all recently issued or revised accounting
standards on an ongoing basis. The Company discloses standalone financial results on a
quarterly basis which are subjected to limited review and publishes standalone audited
financial results on an annual basis. The Company continues to focus on judicious
management of its working capital, receivables, inventories and other working capital
parameters were kept under strict check through continuous monitoring. There is no audit
qualification in the standalone financial statements by the statutory auditors for the
year under review. 

BUSINESS SEGMENT

The company is into the business of running Hotels, Resorts, Restaurants and cafes and
other allied touristic activities. 

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.


SUBSIDIARY COMPANY

The Company does not have any material Subsidiary, Associate or Joint Venture Company
whose net worth exceeds 20% of the consolidated net worth of the holding company in the
immediately preceding accounting year or has generated 20% of the consolidated income of
the Company during the previous financial year. Accordingly, a policy on material
subsidiaries has not been formulated. During the year, no Company has ceased to be
Subsidiary, Associate or Joint Venture Company. 

POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES

The Company has formulated a “Policy for determining material Subsidiary
Companies” of the Company. This policy is available on your Company's website
https://www.silverpearlhospitality.com/companypolicies.htm 

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and date of this report. There has been
no change in the nature of business of the Company. 

CHANGE IN NATURE OF BUSINESS, IF ANY

There are no changes in the nature of business in the financial year 2024-25. 

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act,
2013 during the financial year, were in the ordinary course of business and on an arm's
length pricing basis in compliance of the requirements of the provisions of Section 188 of
the Companies Act, 2013. There were no materially significant transactions with the
related parties during the financial year, which were in conflict with the interest of the
Company. The requisite details under Form AOC-2 in Annexure III have been provided
elsewhere in this Report. Suitable disclosure as required by the Accounting Standard
(Ind-AS 24) has been made in the notes to the Financial Statements. All Related Party
Transactions are placed before the Audit Committee for approval. Omnibus approval was
obtained on a yearly basis for transactions which are of repetitive nature. Transactions
entered into pursuant to omnibus approval are verified by the Risk Assurance Department
and a statement giving details of all Related Party Transactions are placed before the
Audit Committee and the Board for review and approval on a quarterly basis. None of the
Directors has any pecuniary relationships or transactions vis-a-vis the Company The
Company has put in place a mechanism for certifying the Related Party Transactions
Statements placed before the Audit Committee and the Board of Directors from an
Independent Chartered Accountant Firm. The Policy on materiality of and dealing with
Related Party Transactions as approved by the Board is uploaded on the website of the
Company and is accessible at the website of the Company. None of the Directors has any
pecuniary relationship or transactions vis-a-vis the Company except remuneration and
sitting fees. In accordance with the provisions of the SEBI Listing Regulations, the
Company has in place the Policy on dealing with Related Party Transactions which is
available on its website at the link:
https://www.silverpearlhospitality.com/companypolicies.htm 

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively,
have been duly complied with. 

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed
under Part B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is
provided in a separate section and forms part of the Directors' Report. 

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations. The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning, etc. The
performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc. The above criteria are broadly based on the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on
January 5, 2017. 

MEETING OF THE INDEPENDENT DIRECTORS

In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and
Regulations 25(3) of the SEBI LODR Regulations, 2015, a separate Board Meeting of
Independent Directors of the Company was held on February 14, 2025 wherein, the following
items in agenda were discussed: reviewed the performance of Non-Independent Directors and
the Board as a whole. 

reviewed the performance of the Chairperson of the company, taking into account the
views of Executive Directors and Non-Executive Directors; 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. The Board
evaluates its composition to ensure that the Board has the appropriate mix of skills,
experience, independence and knowledge to ensure their continued effectiveness. In the
table below, the specific areas of focus or expertise of individual Board members have
been highlighted. 

Matrix setting out the skills/expertise/competence of the Board of Directors 


  

    
No.
    
Essential Core skills/expertise/competencies required for the Company
    
Core skills/expertise/competencies of all the Directors on the Board of the Company
  
  

    
1
    
Strategic and Business Leadership
    
The Directors and especially the Managing Director have many years of experience.
  
  

    
2
    
Financial expertise
    
The Board has eminent business leaders with deep knowledge of finance and business.
  
  

    
3
    
Governance, Compliance and Regulatory
    
The presence of Directors with qualifications and expertise in Law and Regulatory
    affairs lends strength to the Board.
  
  

    
4
    
Knowledge and expertise of Trade and Technology
    
The Directors have profound knowledge of economic Affairs, trade and technology
    related matters.
  


NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the
financial year 2024-25 are given in the separate section of Corporate Governance Report. 

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of
the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. 

DIRECTORS 

There is no change in the composition of Board of Directors of the Company during the
current financial year. The details of programme for familiarization of Independent
Directors with the Company, nature of the business segments in which the Company operates
and related matters are uploaded on the website of the Company. In the opinion of the
Board, the Independent Directors possess the requisite expertise and experience and are
the persons of high integrity and repute. They fulfill the conditions specified in the
Companies Act, 2013 and the Rules made thereunder and are independent of the management.
Further, none of the Directors of the Company are disqualified under sub-section (2) of
Section 164 of the Companies Act, 2013. 

DIRECTOR RETIRING BY ROTATION

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Rajesh Kr.
Negi, Executive Director of the Company, being longest in the office, retires by rotation
at the ensuing annual general meeting and being eligible offers himself for
re-appointment. He has given a declaration in terms of Section 164(2) of the Companies
Act, 2013 to the effect that he is not disqualified from being reappointed as a Director
of the Company. 

INDEPENDENT DIRECTORS & KMPs

The Board has 2 (two) Independent Directors as on March 31, 2025, representing
diversified fields and expertise. Details are provided in the appropriate section of the
Corporate Governance Report. The Independent Directors have submitted their declarations
of independence stating that they meet the criteria of independence as required in terms
of the provisions of section 149 (7) of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI
Listing Regulations, as amended from time to time. 

The Company has also received confirmation from all the Independent Directors of their
registration with the Independent Directors Database maintained by the Indian Institute of
Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014. In the opinion of the Board, the Independent
Directors possess the requisite expertise and experience (including proficiency in terms
of Section 150(1) of the Act and applicable rules thereunder) and are persons of high
integrity and repute. They fulfil the conditions specified in the Act as well as the Rules
made thereunder and are independent of the management. 

DETAILS OF KMP APPOINTED AND RESIGNED DURING THE YEAR/DURING CURRENT PERIOD


  

    
Sl. No.
    
Name
    
Designation
    
Date of Appointment
    
Date of Resignation
  
  

    
1.
    
Not Any
    
-
    
-
    
-
  


DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

The Independent Directors of the Company have confirmed compliance of relevant
provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors)
Rules, 2014. The Nomination and Remuneration Committee had adopted principles for
identification of Key Managerial Personnel, Senior Management including the Executive
Directors. Further, all the Independent Directors have submitted their disclosures to the
Board that they fulfil all the requirements as stipulated in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act, 2013 and the relevant
rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they
are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their liability to discharge their duties. Based
on the declaration received from Independent Directors, the Board of Directors have
confirmed that they meet the criteria of Independence as mentioned under Section 149 of
the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are
independent of the management. 

PERFORMANCE EVALUATION

During the Year Under Review, the formal annual evaluation of the performance of the
Board, its committees and individual directors was carried out, in the Company by the
independent directors, and the Board, in compliance with the Companies Act, 2013 and SEBI
Listing Regulations, as amended from time to time. The performance of non-independent
directors, Board as a whole and the chairman was done by the independent directors of the
Company. Performance evaluation of independent directors was done by the entire Board,
excluding the independent director being evaluated. An indicative criterion of evaluation
was circulated to the directors to facilitate such evaluation. Based on the feedback of
the directors and on due deliberations of the views and counter views, the evaluation was
carried out in terms of the NRC Policy and such indicative criterion. The Board sought the
feedback of directors on various parameters including: Degree of fulfilment of key
responsibilities towards stakeholders (by way of monitoring corporate governance
practices, participation in the long-term strategic planning, etc.); Structure,
composition, and role clarity of the Board and Committees; Extent of co-ordination and
cohesiveness between the Board and its Committees; Effectiveness of the deliberations and
process management; Board/Committee culture and dynamics; and Quality of relationship
between Board Members and the Management. The above criteria are broadly based on the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.
The evaluation process endorsed the Board confidence in the ethical standards of the
Company, the resilience of the Board and the management in navigating the Company during
challenging times, cohesiveness amongst the Board, constructive relationship between the
Board and the management, and the openness of the management in sharing strategic
information to enable Board to discharge their responsibilities and fiduciary duties. 

FAMILIARISATION PROGRAM FOR DIRECTORS

As a practice, all new directors (including independent directors) inducted to the
Board are given a formal orientation. 

The familiarisation programme for the independent directors is customised to suit their
individual interests and area of expertise. The directors are usually encouraged to
interact with members of senior management as part of the induction programme. The senior
management make presentations giving an overview of the Company's strategy, operations,
products, markets and group structure, Board constitution and guidelines, and the major
risks and risk management strategy. This enables the directors to get a deep understanding
of the Company, its people, values and culture and facilitates their active participation
in overseeing the performance of the management. 

The details of the familiarization program conducted during the Year Under Review can
be accessed from Company website
https://www.silverpearlhospitality.com/companypolicies.htm. 

NOMINATION & REMUNERATION POLICY

The Company has devised a Nomination and Remuneration Policy (“NRC Policy”)
which inter alia sets out the guiding principles for identifying and ascertaining the
integrity, qualification, expertise and experience of the person for the appointment as
directors, key managerial personnel (“KMPs”) and senior management personnel
(“SMPs”). The NRC Policy has been framed with the objective- a. to ensure that
appointment of directors, KMPs and SMPs and their removals are in compliances with the
applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations; b. to
set out criteria for the evaluation of performance and remuneration of directors, KMPs and
SMPs; c. to adopt best practices to attract and retain talent by the Company; and d. to
ensure diversity of the Board of the Company The NRC Policy specifies the manner of
effective evaluation of performance of Board, its committees and individual directors to
be carried out either by the Board, by the Nomination and Remuneration Committee or by an
independent external agency and review its implementation and compliance. During the Year
Under Review, there has been no change in the NRC Policy. The NRC Policy of the Company
can be accessed at the website of the Company at
https://www.silverpearlhospitality.com/companypolicies.htm. 

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would
impact the going concern status of the Company and its future operations. 

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of
the Company between the end of Financial Year and date of the report. 

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of
Directors confirms that:

1. In the preparation of the annual accounts, for the year ended March 31, 2025, all
the applicable accounting standards prescribed by the Institute of Chartered Accountants
of India have been followed along with proper explanation relating to material departures,
if any; 2. 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 as at March 31, 2025 and
of the profit of the Company for the year ended on that date; 3. that the Directors have
taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; 4. that the Directors had
prepared the annual accounts on a going concern basis; 5. that 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; and 6. that 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. 

STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulation, 2015 the top 100 listed entities needs to adopt Risk
Management Policy. Therefore, the Company is not required to adopt Risk Management Policy.


INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors 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 FY 2024-25. 

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
The Policy broadly lays down the guiding principles, philosophy and the basis for payment
of remuneration to Executive and Non-executive Directors (by way of sitting fees and
commission), Key Managerial Personnel, Senior Management and other employees. The policy
also provides the criteria for determining qualifications, positive attributes and
Independence of Director and criteria for appointment of Key Managerial Personnel / Senior
Management and performance evaluation which are considered by the Nomination and
Remuneration Committee and the Board of Directors while making selection of the
candidates. The above policy has been posted on the website of the Company. 

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the provisions of section 177 of the Companies Act, 2013 and
regulation 22 of the SEBI Listing Regulations, the Company has in place the Whistle Blower
Policy and Vigil Mechanism for Directors, employees and other stakeholders which provides
a platform to them for raising their voice about any breach of code of conduct, financial
irregularities, illegal or unethical practices, unethical behavior, actual or suspected
fraud, health, safety and environmental issues. Adequate safeguards are provided against
victimization of stakeholders who use such mechanism and direct access to the Chairman of
the Audit Committee in appropriate cases is provided. The Company has disclosed the policy
on the website of the Company i.e.
https://www.silverpearlhospitality.com/companypolicies.htm 

INFORMATION TECHNOLOGY

Innovation and Technology are synonymous with the Company. The investment in technology
acts as a catalyst and enables the Company to be innovative. 

AUDITORS Statutory Auditors

Messrs. Choudhary Choudhary & Co., Chartered Accountants, Kolkata (FRN 002910C)
were appointed as Statutory Auditors of the Company for a period of five consecutive years
at the Extra-Ordinary General Meeting (EOGM) of the Members held on December 27, 2021 on a
remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.
Their first term of 5 years will be completed in the 17th AGM which will be held in
September 2027. The Report given by M/s. Choudhary Choudhary & Co. on the financial
statement of the Company for the FY 2024-25 is part of the Annual Report. The Notes on
financial statement referred to in the Auditor's Report are self-explanatory and do not
call for any further comments. The Auditor's Report does not contain any qualification,
reservation, adverse remark or disclaimer. During the year under review, the Auditors had
not reported any matter under Section 143 (12) of the Act, therefore no detail is required
to be disclosed under Section 134 (3) (ca) of the Act. 

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
re-appointed Mrs. Kriti Daga, Company Secretaries in Practice (C. P. No. 14023) to
undertake the Secretarial Audit of the Company for FY 2025-26. The Report of the
Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report as
Annexure II. The same does not contain any qualification, reservation or adverse remark.
Further, the Appointment of Mrs. Kriti Daga, Company Secretaries in Practice (C. P. No.
14023) is also recommended to members at ensuing 15th AGM for the term of next 5 years
commencing from F.Y. 2025-26. 

During the year, your Company has complied with applicable Secretarial Standards i.e.
SS-1 and SS-2, relating to “Meetings of the Board of Directors” and
“General Meetings”, respectively. In addition to the above and pursuant to SEBI
circular dated 8 February 2019; a report on secretarial compliance (Regulation 24-A of
SEBI LODR Regulations, 2015) by Mrs. Kriti Daga for the FY2024-25 has been submitted with
stock exchanges. There are no observations, reservations or qualifications in the said
report. 

Internal Auditors

Your Company has an effective internal control and risk-mitigation system, which are
constantly assessed and strengthened with new/revised standard operating procedures. The
Company's internal control system is commensurate with its size, scale and complexities of
its operations. The internal and operational audit is entrusted to M/s P R Shukla &
Associates, Chartered Accountant Firm, Kolkata (FRN - 327763E). The main thrust of
internal audit is to test and review controls, appraisal of risks and business processes,
besides benchmarking controls with best practices in the industry. The Audit Committee of
the Board of Directors actively reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to strengthen the same. The Company has a robust
Management Information System, which is an integral part of the control mechanism. The
Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial
Personnel are periodically apprised of the internal audit findings and corrective actions
taken. Audit plays a key role in providing assurance to the Board of Directors.
Significant audit observations and corrective actions taken by the management are
presented to the Audit Committee of the Board. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee. 

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is attached
as Annexure III to this report. 

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, this is to
certify and declare that there was no case of sexual harassment during the year under
review. Neither there was a case pending at the opening of Financial Year, nor has the
Company received any Complaint during the year. The Policy is available on Company website
https://www.silverpearlhospitality.com/companypolicies.htm 

STATUTORY INFORMATION AND OTHER DISCLOSURES

Since the Company is into the hospitality business; the information regarding
Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under
section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, is reported to be NIL. The Disclosure required under Section
197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is annexed as Annexure ‘V' and forms an
integral part of this Report. A statement comprising the names of top employees in terms
of remuneration drawn and every persons employed throughout the year, who were in receipt
of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed as Annexure ‘VI' and forms an integral
part of this annual report. The aforesaid Annexure is also available for inspection by
Members at the Registered Office of the Company, 21 days before and up to the date of the
ensuing Annual General Meeting during the business hours on working days. None of the
employees listed in the said Annexure is a relative of any Director of the Company. None
of the employees hold (by himself or along with his spouse and dependent children) more
than two percent of the Equity Shares of the Company. 

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges,
the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not
applicable to the Company for the year under review. 

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year
under review. 

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit from the public
falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies
(Acceptance of Deposits) Rules, 2014. 

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not
required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of
Companies (Cost Records and Audit) Rules, 2014. 

STATUTORY AUDITORS AND AUDITORS REPORT

The Notes on Financial Statement referred in the Auditors' Report are self-explanatory
and do not call for any further comments. The Auditors' Report does not contain any
qualification, reservation, adverse remark or disclaimer for the Financial Year 2024-25. 

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have
not reported any instances of frauds committed in the Company by its officers or employees
of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which
needs to be mentioned in this Report. 

REPORT ON CORPORATE GOVERNANCE 

Our Company is listed on SME Exchange of BSE, and thus the provision of Regulations 17,
14[17A,] 18, 19, 20, 21, 22, 23, 24, 15[24A,] 25, 26, 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of the SEBI LODR
Regulations, 2015. However the Company is voluntarily complying with the above
Regulations. A separate section on corporate governance practices followed by the Company,
together with a certificate from the Company's Auditors confirming compliance forms an
integral part of this Report. 

DETAIL OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the financial Year Under Review, neither any application is made by the Company
nor any proceeding is pending under the Insolvency And Bankruptcy Code, 2016. 

OTHER DISCLOSURE

During the financial Year Under Review, disclosure with respect to 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
reason thereof is not applicable. 

GENERAL

Your Directors state that during Financial Year 2024-25:

The Company has not issued any Equity Shares with differential rights as to Dividend,
Voting or otherwise. The Company has not issued any Sweat Equity Shares during the year.
There are no significant or material orders passed against the Company by the Regulators
or Courts of Tribunals during the year ended March 31, 2025 which would impact the going
concern status of the Company and its future operations. The Central Government has not
prescribed the maintenance of cost records for any of the products of the Company under
sub-section (1) of Section 148 of the Companies Act, 2013 and the Rules framed there
under. There is no change in nature of business of the Company during the year. 

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion and Analysis describing
the Company's objectives, projections, estimates, expectations or predictions may be
“forward-looking statements” within the meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed or implied. 

APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and
guidance provided by the Reserve Bank of India, the Ministry of Corporate Affairs, the
Securities and Exchange Board of India, government and other regulatory Authorities, stock
exchanges, other statutory bodies, Company's bankers, Members and employees of the Company
for the assistance, cooperation and encouragement and continued support extended to the
Company. Your Directors also gratefully acknowledge all stakeholders of the Company viz.
customers, members, dealers, vendors, banks and other business partners for the excellent
support received from them during the year. Our employees are instrumental in helping the
Company scale new heights, year after year. Their commitment and contribution is deeply
acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look
forward to your continuing support. 


  

    
Kolkata, August 22, 2025
    
By order of the Board
  
  

    

    
For Silver Pearl Hospitality & Luxury Spaces Limited
  
  

    

    
S/d-
  
  

    
Registered Office :
    
Rajesh Kumar Negi
  
  

    
3B, Lal Bazar Street, Sir RNM House, 5th Floor,
    
DIN: 08131019
  
  

    
Room No. 2, Kolkata 700001 (West Bengal)
    
Chairman & Managing Director