REPORT OF THE DIRECTORS, MANAGEMENT DISCUSSIONS AND ANALYSIS FOR THE FINANCIAL YEAR
ENDED 31st MARCH , 2025


Your directors have pleasure in presenting to you their Thirty-second (32nd) Annual
Report together with the audited statement of accounts of the company for the 12
months‘period ended 31st March, 2025


FINANCIALPERFORMANCE:


A summary of the audited financial results for the financial year is brought out here
under:


PROFIT AND LOSS ACCOUNT



  

    
OperatingYears
    
2024-25
    
2023-24
  
  

    
Income:
    

    

  
  

    
Revenue from operation
    
6.93
    
239.11
  
  

    
Other Income
    
126.82
    
20.60
  
  

    
TotalIncome
    
133.75
    
259.71
  
  

    
Expenses
    

    

  
  

    
Operating expenses before depreciation
    
120.05
    
356.43
  
  

    
Depreciation,
    
82.03
    
84.81
  
  

    
Total Expenses
    
202.53
    
441.24
  
  

    
Profit before comprehensive income
    
-68.78
    
-181.52
  
  

    
Less: provision for tax/adju of tax for earlier years
    
0
    
-28.96
  
  

    
Profit (loss) before exceptional item and tax
    
-68.78
    
-152.55
  
  

    
Add: other comprehensive income
    
84.20
    
117.41
  
  

    
Totalc omprehensive income for the period
    
15.42
    
-35.14
  
  

    
Total equity share capital
    
1101.29
    
1101.29
  
  

    
Earnings per Share of Rs.10/-each
    
0.14
    
-0.32
  
  

    
BALANCESHEET
    

    

  
  

    
Description
    
2024-25
    
2023-24
  
  

    
T otal Non-current Assets 
    
1883.15
    
1965.18
  
  

    
Net current assets
    
1601.24
    
1778.27
  
  

    
Capital Employed
    
3484.39
    
3743.45
  
  

    
Represented by:
    

    

  
  

    
Share capital
    
1101.29
    
1101.29
  
  

    
Reserve&Surplus
    
2034.90
    
2019.48
  
  

    
Deferred tax liability
    
153.79
    
118.92
  
  

    
Loans/borrowings
    
194.41
    
503.76
  
  

    
Capital employed
    
3484.39
    
3743.45
  



REVIEW OF OPERATING RESULTS:


Your company belongs to the category of Hospitality/ Hotel Industry and was operating
on the leased hold land. The lease deed had expired in July, 2022 and, therefore, the
hotel remained partly functional on rental arrangement basis with the lessor for part of
the financial year under report which culminated into fillowing financial performance

1. Total overall revenue generated was Rs.. 133.75 Lacs comprising of 6.93 lacs and
126.82 lacs of room reveneue and other income respectively


DIVIDEND:


Keeping in view the aforesaid performance of the unit, like previous years your
directors did not find it worthwhile to declare any dividend for this year too.


DIRECTORS' RESPONSIBILITY STATEMENT


Based on the internal financial controls and compliance systems established and
maintained by the Company,thework performed by the Board committees, the Board is of the
opinion that the Company's internal financial controlswere adequate and effective during
the financial year under report. Accordingly, in term of provisions contained underSection
134(3) (c) and 134(5) of the Companies Act, 2013, the Board of Directors to the best of
their knowledge andability,confirmthat:-

a) in preparing the Annual Accounts, applicable accounting standards have been followed
and there are no materialdepartures;

b) the Directors have selected accounting policies, applied them consistently and made
judgments and estimates that are reasonable and prudent to give a true and fair view of
the state of affairs of the Company at the end of
theFinancialYearandoftheprofitoftheCompanyfortheyear;

c) the Directors have taken proper and sufficient care in maintaining adequate
accounting records in accordance with provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts of the Company on a“going
concern”basis;

e) the Directors have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and were operatinge
ffectively;and

f) The Directors have devised proper systems to ensure proper compliance with the
provisions of all applicable laws and that suchs ystems were adequate and operatinge
effectively.


CORPORATE GOVERNANCE REPORT


The Company is committed to the high standards of corporate ethics, professionalism and
transparency. Exactly half of the Board of the Company is comprised of independent
Directors. The Company is in compliance with the governance requirements provided under
the Companies Act, 2013 and listing regulations. The company has in place all the
Committees required under the applicable law.

As required by Regulations of the Listing Regulations, A report on the Corporate
Governance for the financial year 2023-2024 alongwith certificate of Auditors on Corporate
Governance is annexed farming part of this report.


COMPLIANCE UNDER COMPANIES ACT, 2013. 


Pursuant to section 134 of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014, your Company has complied with the requirements and thedetails of the
compliances under the Act are enumerated below:


NOS OF MEETING OF THE BOARD:


During the financial year under report,your Board of Directors met for five (6) times
without allowing a gap of 120 days between any two such meetings.The details of which can
be seen in the annexed Corporate Governance Report. 


SHARECAPITAL


During the period under report the authorized equity share capital was 2500 Lacs
divided into 250 lacs equity shares of Rs.10/- each and issued and paidup share capital
was Rs. 1101.29 lacs. As tabulated hereunder:


  

    
Categoryofshareholders
    
No.ofshares held
    
% agetototalshare capital
    
No. of holders
  
  

    
Promoters,friends,relatives and persons in concert
    
5956641
    
54.09
    
15
  
  

    
Non-resident Indians
    
1031526
    
9.37
    
43
  
  

    
Indian general public
    
4024733
    
36.54
    
4624
  
  

    
Total
    
11012900
    
100.00
    
4682
  



LISTING:


The equity shares of the company are listed on Bombay Stock Exchange Limited (BSE) and
its security code is 532124and the company has paid the prescribed listing fee to the BSE.


BOARD OF DIRECTORS:

(a) Constitution


In the matter of constitution of the Board of Directors, the provisions contained under
the section149 and section 152 ofthe Companies Act, 2013, have been observed. Other
details of Board of Directors can be seen in the Corporate Governance part to this report

The Board of Directors of the Company comprised of a total 5 (five) directors and ratio
of category of non-executive independent and executive director has been 60:40


(b) Retirement by rotation:


Mrs. Sanober Bano, Director, retires by rotation at the forthcoming Annual General
Meeting and being eligible, offers herself for her re-appointment. The Board of Directors
recommend re-appointment of Mrs. Sanober Bano, as a Directoron the Board.

In term of Section 149(7) of the Companies Act, 2013, all the three independent
Directors of the Company have given requisite declarations that they continue to meet the
criteria of independence and your board is also of the opinion thatall ofthemmeet the
independencecriteria.

Other details about the Board can be seen in the Corporate Governance Report that forms
part of this report.


CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:


Although your company does not satisfy the criteria of net worth and turnover required
for attracting the provisions of corporate responsibility contained under Section 135, of
the Companies Act, 2013, and, therefore, it need not to go for constitution of committee
for Corporate Social Responsibilities and fulfill other requirements of the law on the
subject,it still recognizes the need to minimize the impact of operation of its only hotel
unit on environment. The hotel unit ofthe Company maintains large gardens in -and -around
all its properties. The Company has made substantial investment for improving energy
efficiencies and fresh water management in its only hotel property.


AUDIT COMMITTEE


Interms of Section 177 of the Companies Act,2013, your Company has an Audit Committee
constituted of the following Directors:

(a) Mr .Panchena Kaladharan, Non-executive Independent Director-member

(b) Mr.Panchena Gopinath, Non-executive Independent Director,Chairman

(c) Mr.Siva Ramakrishna Guntupalli Ramakrishna ,Non-Executive Independent
Director.-member

All the members of the committee arefinancially literate within the meaning of
explanation under regulation18(1)(c) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations,2015 (“Listing Regulations”) other details can be seen
in the report on corporate governance


CONSERVATION OF ENERGY:


Although the operations of the company did not involve any manufacturing and processing
activities and the provisions contained under Section 134 dealing with conservation of
energy are not squarely applicable to it, being conscious of conservation of energy, the
company had taken following steps in conservation of electric energy:

1. Installation of LED lights in lobby, public areas and corridors in placeof CFL
lights.

2. Improving power factor and reducing line losses by installing suitable capacitor


FOREIGN EXCHANGE EARNING:


During the financial year 2024-2025, and like last year , the company could not earn
any foreign exchange gain at all. AUDITORS:



At the 31st Annual General Meeting of the Company held 30th day of Sept 2024 M/s. J.
Singh & Associates, Chartered Accountants of Ahmedabad, Gujrat State, holding firm
registration 110266W have been appointed as Staturory Auditors of the Compnay to fill up
the cashual vacancy caused due to resignation of M/s. Parekh Shah &Lodha, a Mumbai for
a period of five years effective from 1st day of July,2024 and accordingly the said firm
has taken over the office of the statutory auditors of the company accordingly.


SECRETARIALAUDIT:

Secretarial Audit of listed Share Capital:


Pursuant to provisions under Section 204 (1) of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014,the Board of
Directors of the Company hadappointed M/s.Baldev Dudea & Associates, Company
Secretaries, to undertake the Secretarial Audit of the Company for the financial year
ended March 31, 2025. The secretarial audit report submitted by the auditors does not
contain any qualification, reservation or adverseremarks.

The said secretarial Auditors also carried out the job of reconciling the total
admitted capital with NSDL and CDSL and the total issued and listed capital. The said
audit confirms that the total issued /paidup capital tallies with the total number of
shares in physical form and the total number of dematerialized shares held with NSDL and
CDSL


As of the end of March 31, 2025, shares comprising approximately 9377800 being around
85.15 % of the Company's Equity Share Capital have been dematerialized.

The Secretarial Audit Reportis attached as Annexure-A to this report.

RELATED PARTY TRANSACTIONS:


No material contract has been entered into by the Company with related parties and none
of the contract or transactions with related parties fall within the purview of
section188(1) of the Act and therefore notransactions are reported in form no.AOC-2 interm
of Section 134of the Act read withRule 8 of the Companies (Accounts) Rules 2014.


EXTRACT OF ANNUAL RETURN


Pursuant to the Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the
Companies (Management andAdministration) Rules 2014, the extract of annual return in
prescribed form MGT-9 is annexed as Annexure-B to thisreport.


DEPOSITS:


During the period under report, the Company did not accept any deposits from public.


VIGIL MECHANISM


In Accordance With the section177(9) of the Companies Act 2013 and rules framed
there-under read with Regulations 22 of the Listing Regulations, the Company has a Whistle
blower Policy for its directors and employees to report concern about unethical behavior,
actual or suspected fraud or violation of the Company ' s Code of Conduct. The policy
provides for protected disclosures that can be made by a whistle blower to the Chairperson
of audit committee. The policy is accessible on the website of the hotel undertaking www.noorussabahpalace.co.in.
During the financial year under report no complain under mechanism is received.


BOARD MEETINGS


During the financial year 2024-25 the Board of Directors met for_Six (6) Times without
allowing a period of 120 days between the two consecutive meetings, the details of which
can be seen under the head of “Corporate Governance” of the report.


SUBSIDIARYCOMPANIES:


The Company does not have any subsidiary and associates and therefore it has nothing to
reportin respect thereof 


HOLDING COMPANY:


Reliable Ventures India Limited is its ultimate holding company.


KEY MANAGERIAL PERSONNEL


The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 ofthe
Companies Act,2013 are as follows:

1. Mr. Sikandar HafizKhan, Chairman & Managing Director

2. Mr.SS Raghuwanshi, Company Secretary & Compliance Officer.


PARTICULARS OF EMPLOYEES:

Disclosure under Section 197 read with rule 5(1)of the Companies Act,2013 read with
Companies (Appointment and Remuneration of managerial Personnel) Rules 2014, is given in
the attached annexure“C” to this report


During the period under report, the company does not have anyemployees on its roll that
was employed throughout theyear and was in receipt of remuneration aggregating to Rs. 1.02
crores lacs or more or was employed to part of the year and was in receipt of remuneration
aggregating to Rs. 8.50 lacs per month. Hence information under Section 197(12) of the
Act, read with Rule 5(2) of the Companies (Appointment and Remuneration and Managerial
Personnel) Rules 2014 is nil


PARTICULARS OF LOAN AND GUARANTEE


During the period under report, and till date the Company has not given any loans,
guarantees and made investment. 


POLICY ON DIRECTORS APPOINTMENT AND REMUNERATIONS


The Company's policy on directors' appointment and remuneration and other matters
provided under Section 178(3) of the Act has been disclosed in the Corporate Governance
Reportthatforms partofthe DirectorsReport.


INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY


Your company has an Internal Control System tailored to size and the nature of its
operations aimed at providingreasonable assurance respecting recording and providing
reliable financial and operational information, complying withapplicable laws,
safeguarding assets from unauthorized use, executing transactions under proper
authorization andcomplianceofinternalpolicies.

The system is manned by a full time accountant and IT experts. The Audit committee
deliberates with the members of the management,and statutory auditors of the company as to
the appropriateness of the system laid down and carry out need-based review thereof to
conform to the requirements of the Company satisfies itself of the adequacy and
effectiveness of the system .The Committee also keeps the board of directors informed
accordingly., Your Board is of view that the control system is effective and optimum


RISK MANAGEMENT:


The Board of the Company has approved the Risk Management Policy in its meeting held on
2nd February, 2015 and also formed a Risk Management Committee (RMC) to implement and
monitor the risk management plan fortheCompany.


BOARD EVALUATIONS


The performance of the Board as a whole, its independent, executive and none executive
directors has been carried out in term and based on criteria specified in the formal
Performance Evaluation policy approved by the Board. The details in the matter of
evaluation criteria, process etc.is given in the Corporate Governance part of this report.

Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulations,
a Board Evaluation Policy has been put inplace.

A structured questionnaire covering various aspects of the Board's functioning, Board
culture, performance of specificduties by Directors and contribution to the Board
proceedings was circulated to the members of the Board... Based on the responses received,
the Board as a whole, the Committees, the Chair person and individual Directors were
separately evaluated in the separate meeting of the Independent Directors and at the
Meeting of the Board of Directors.

The process of review of Non-Independent Directors and the Board as a whole and also
its committees were undertaken in a separate meeting of Independent Directors without the
attendance of Non- Independent Directors and members of the management.

At the meeting, the performance of the Chairman of the Company was reviewed taking into
account the views of the Executive Directors, Non-executive Directors and Independent
Directors. The meeting also assessed the quality ,quantity and timeliness of the flow of
information required for the Board to perform its duties properly. The entire Board of
Directors, excluding the Director being evaluated, evaluated the performance of each
Independent Director.The Directors have expressed their satisfaction with the evaluation
process.


DETAILS OF MATERIAL ORDERS ETC.IN TERMS OF SECTION 134(q) READ WITH COMPANIES
(ACCOUNTS) RULES, 2014.


During the financial year under report, there are no significant or material orders
passed by regulator, court or tribunal impacting the going concern status of the Company
or its future operations.


INTERNAL COMPLAINTS COMMITTEE;


The company has an internal complaint committee under the Sexual Harassment of Women At
Work place (Prevention, Prohibition and Redressal) Act, 2013 for prevention and redressal
of complaints of sexual harassment and for matters concerned,connected or incidental
thereto.

During the financial year under report, the company did not receive any complaint at
all from any person connected totheCompany.


ACKNOWLEDGEMENT


The Board takes this opportunity to thank all employees of the company for their
commitment, dedication and co-operation

.Byorder of theBoard

SD/-


SIKANDAR HAFIZKHAN

Chairman & Mg. Director


Bhopal:_04-09-2025