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Operating Results:

The Company has achieved total revenue of Rs. 637.60 lakhs, as compared to total revenue of Rs. 622.09 lakhs recorded in the previous year. However, the Profit before Tax was lower at Rs. 0.34 lakh as compared to Rs. 22.17 lakh in the previous year, mainly due to higher input cost. Your directors are hopeful towards increasing the revenue and profit during this financial year.

Share Capital

The issued, subscribed and paid-up equity share capital of the Company is Rs. 1,68,50,000 divided into 1,68,50,000 of Rs. 1/- per share (Rs. One each). 10% Cumulative Non-Convertible Preference shares of the Company are Rs. 1,20,00,000 divided into 12,00,000 shares of Rs. 10/- per share (Rs. Ten each). During the year, the Company has not issued any equity or preference shares.

Dividend on Equity and Preference Shares:

Considering the necessity to conserve resources of the Company, the Board of Directors do not recommend any dividend for the year ended 31st March 2025 on equity shares of the Company. However, the Board of Directors have declared a dividend at the rate of 10% on 10% Cumulative Non-Convertible Redeemable Preference Shares of Rs. 12 lakhs for financial year 2024-25.

Transfer to Reserves:

No amount was transferred to the reserves during the financial year ended 31st March 2025.

Deposits from Public:

The Company has neither invited nor accepted any deposits from Public. The Company does not have any unpaid or unclaimed deposits as at the end of financial year.

Directors and Key Managerial Personnel (KMP)

Mrs. Neelam Dilip Kothari (DIN: 02312332), Non-Executive Non-Independent Director retires by rotation and being eligible offers herself for re-appointment.

The changes in the Board Composition and Key Managerial Personnel during the year 2024-25 are detailed below:

Changes in designation of Dr. Ramnik K. Baxi (DIN00011048) with effect from 1st April 2024 as Non executive Director of the company and Cessation with effect from 13th August, 2024 due to expiry of term.

Appointment of Dr. Rahul Ramnik Baxi (DIN: 10694427) as an Additional Director, Non- Executive, Independent Director with effect from 16th July, 2024 who was regularized as a Director at the Annual general meeting held on 19th September, 2024.

Resignation of Mr. Rajesh Kedia (ACS: 11282) as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from the close of business hours on 30th September, 2024.

Appointment of Mr. Pritam Paul (ACS: 26025) as Company Secretary and Compliance Officer of the Company with effect from 01st November, 2024 and his resignation with effect from the close of business hours on 19th November, 2024. Appointment of Mr. Keshav Binani (ACS: 59999) as Company Secretary and Compliance Officer of the Company with effect from 31st March, 2025.

Ms. Jenny Vijaykar, has been appointed as an Additional, Non-Executive, Independent director of the Company at the Board meeting held on 01st July, 2025 with effect from 16th July, 2025 subject to approval of the shareholders. The Board has recommended her appointment at the forthcoming Annual General Meeting as Non-Executive Independent Director of the Company, not liable to retire by rotation.

Policies:

The following policies of the company are attached herewith and marked as Annexure 1, Annexure 2 and Annexure 3. Policy on appointment of Directors and Senior Management (Annexure 1) Policy on Remuneration to Directors' (Annexure 2) Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 3)

Directors Responsibility Statement:

Pursuant to sub-section (5) of section 134 of the Companies Act, 2013, the Board of Directors of the company hereby state and confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) the directors had selected such accounting policies and 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 the financial year and of the profit and loss of the company for that period.

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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.

(f) 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.

Corporate Social Responsibility (CSR):

The provisions of section 135 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your company.

However, Company's social welfare and community development initiatives focus on the key areas of education, health care. As a socially responsible Corporate Citizen, the company continues to support a wide spectrum of community initiative through N.G.O.s / Charitable Institutes as well as programs for health, education and environment. Also, your company carries Medical Camps for the locals of Matheran & surrounded areas on regular Basis, including vaccination for school children. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

Risk Management:

The Company's principal financial liabilities include borrowing, trade and other payables. The Company's principal financial assets include loans, trade receivable, cash and cash equivalents and others. The Company is exposed to credit risk, liquidity risk and market risk. The Company's senior management oversees the management of these risks. The Company's senior management provides assurance that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives.

Vigilance Function:

Your Company has developed a structured mechanism of vigilance functions and is focused towards creation of value for all the stakeholders. The practices involve multi-layer checks and balances to improve transparency. Vigilance Awareness and preventive vigilance activities were continuously carried out during the year. Guidelines of central vigilance commission (CVC) are being followed.

Internal Financial Control and its Adequacy:

Your Company has put in place adequate internal financial controls with reference to the financial statements. The CFO periodically carries out inspection of assets, debtors and inventory. Audit Committee of the Company periodically reviews the internal financial controls.

Reporting of frauds by Auditors:

During the year, there were no instances of frauds reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.

Particulars of Loan, Guarantees and Investments under Section 186:

During the year, Company has not given any loan, guarantee or made investment covered under Sec 186 of Companies Act, 2013.

Related Party Transactions:

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. During the year, the Company had not entered into any contract / arrangement / transaction with related parties, which could be considered material. Particulars of contracts / arrangements / transactions made with related parties, in Form AOC-2 and Related Party Details as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("LODR") given in Annexure-4.

Subsidiaries, Joint Ventures and Associate Companies:

During the year under review, no company has become or ceased to be the Company's subsidiary, joint venture or associate company.

Details of Significant and Material Orders passed by the Regulators, Courts and Tribunals:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Maternity Benefit Act, 1961:

The Company is committed to provide a safe and conducive work environment to its employees. The Board hereby confirms that the Company is in compliance with the Maternity Benefit Act, 1961. An Internal Complaints Committee has been established as per the provisions of the Act. During the year under review, no case of sexual harassment was reported as detailed below: (a) number of complaints of sexual harassment received in the year - 0.

(b) number of complaints disposed off during the year - 0. (c) number of cases pending for more than ninety days - 0.

Material Changes and Commitment if any affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate and the date of the report:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

Details of applications 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.

There were no such instances during the reporting period and preceding years.

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.

The Company has not entered into any One-time settlement with Banks or Financial Institutions.

Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

Performance Evaluation:

The annual evaluation of the performance of the Board, its Committees and of individual directors has been carried out by the NRC and the Board of Directors on the basis of criteria such as experience, competencies, performance of duties & obligations, contribution in the meetings and otherwise, independent judgment and impact made by being on the Board of the Company.

Meetings of the Board and Committees: Board:

During the financial year 2024-25, 5 (Five) Board Meetings were held. Meetings were held on 29th May 2024, 13th August, 2024, 28th October, 2024, 04th February, 2025 and 31st March, 2025.

Committees: Audit Committee:

During the financial year 2024-25, 4 (four) Meetings were held on the following dates: 29th May, 2024, 13th August, 2024, 28th October, 2024 and 04th February, 2025. The recommendation by the Audit Committee as and when made to the

Board has been accepted. All members of the Audit Committee possess strong knowledge of accounting and financial management. The Chairman, the Managing Director, Chief Financial Officer, and Statutory Auditors are regularly invited to attend the Audit Committee Meetings. Significant audit observations and corrective actions as may be required and taken by the management are presented to the Audit Committee. The Board has accepted all recommendations made by the Audit Committee from time to time.

Nomination & Remuneration Committee:

During the year under review, three meetings were held on 29th May 2024, 28th October, 2024 and 31st March, 2025.

Stakeholders Relationship Committee :

Pursuant to the Companies Act, 2013 and the Listing Regulations, the Company has constituted a Stakeholders Relationship Committee. The Committee looks into the grievances of security holders of the Company.

During the financial year 2024-25, the Committee met once on 29th May 2024 to, inter alia, review the status of investors' services rendered. The Committee was apprised of all the major developments on matters relating to investors. In addition, the Committee also looked into matters that can facilitate better investor services and relations. During the financial year 2024-25, no complaints from investors were received on any matters.

Meeting of Independent Directors:

The Independent Directors of the Company meet without the presence of the Chairman, Managing Director / Chief Executive Officer, other Non- Independent Director, Chief Financial Officer, Company Secretary and any other Management Personnel. This Meeting is conducted to enable the Independent Directors to, inter-alia, discuss matters pertaining to review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), assess 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 its duties. One meeting of Independent Directors was held on 13th February, 2025. The said meeting was attended by all Independent Directors of the Company.

Annual Return:

The Annual Return in Form MGT-7 for the financial year ended 31st March 2025, is available on the website of the Company at www.ushaascot.com

Transfer of Dividend to IEPF:

In terms of Section 124 of the Act, dividends that are unclaimed/unpaid for a period of seven years are required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. No claim lies against the Company in respect thereof.

Auditors:

M/s GMJ & Co. (Firm Registration No. 103429W), Chartered Accountants were appointed as statutory auditors of the company for a period of five years i.e. from the conclusion of the 80th Annual General Meeting till the conclusion of the 85th Annual General Meeting of the Company.

Auditors Report:

The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

Listing:

The Equity Shares of the Company are listed on BSE Limited, Mumbai. It may be noted that there are no payment outstanding to the said Exchange by way of listing fees etc.

Secretarial Audit Report:

In accordance with Section 204 of the Companies Act, 2013, the Company appointed Ferrao MSR & Associates, Company Secretaries as Secretarial Auditors for the financial year ended 31st March, 2025. The Secretarial Auditor's report forms part of the Annual Report. There was an observation by the Secretarial Auditors regarding the non appointment of Company Secretary from 20th February, 2025 till 30th March, 2025. It was clarified that the delay was due to restarting of the process of recruiting a compliance officer because of non-fulfilment of a promise to join by a candidate. The requirement was duly complied with on 31st March, 2025.

Particulars of Employees:

Information as per Section 197 of the Companies Act, 2013 (the ‘Act') read with the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by notification dated 30/06/2016, list of the top ten employees in terms of remuneration drawn is annexed as Annexure - 5. None of the employees are employed on a remuneration of Rs. 8,50,000/- p.m. or Rs. 1,02,00,000/- p.a.

Energy Conservation, Technology Transfer and Foreign Exchange Earnings and Outgo:

Information required to be disclosed pursuant to section 134 (3) (m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earning & outgo are furnished hereunder:

a) Conservation of Energy: The Company has always given high priority to energy conservation. Constant efforts have been made to reduce energy consumption on continuous basis. Employee awareness and effective monitoring of uses of energy are being pursued. The Company is also examining the use of alternative source of energy. It had already implemented Hot Water System at the hotel site and converting normal lighting to PL/CFL lighting to save fuel and electricity consumption to the considerable extent.

b) Technology Absorption: The Company being in the hospitality industry, its activities do not as such involve any technology absorption or expenditure on research and development. Nonetheless, the Company's endeavors would be to achieve what is best possible in its business.

c) Foreign Exchange Earnings & Outgo: Rs. 1.42 lakhs being realization under credit cards (Previous year Rs.1.09) and Outgo Rs. Nil (Previous year Nil)

Corporate Governance:

Regulation 15(2t) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 in respect of Corporate Governance is not applicable to your Company since the paid-up capital of the company is less than Rs. 3 crore.

Cost Records as Specified by the Central Government:

Making and Maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 is not required by the Company.

Acknowledgements:

The Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, Central & State Government, Local Authorities and all other authorities during the year under review. Your Directors would also like to thank its customers, contractors and suppliers for their continuous support and confidence in its management.

The Directors would like to appreciate the efforts of the Company's employees for their dedicated support extended to the Company.