Benares Hotels Ltd Directors Report

TO THE MEMBERS

The Directors take pleasure in presenting the Fifty Fifth Annual Report of BENARES HOTELS LIMITED

(BHL or the Company) along with the Audited Financial Statements for the Financial Year ended March 31, 2026.

OPERATING AND FINANCIAL RESULTS	(Rs. Lakhs)	(Rs. Lakhs)
	2025-26	2024-25
Income	14,490	14,067
Gross Profit for the year	6,543	6,452
Less: Depreciation	681	603
Less: Interest	39	38
Profit before tax & Exceptional Items	5,823	5,811
Exceptional Items	(17)
Profit Before Tax	5,806	5,811
Less: Provision for Tax:
- Current Tax	1,377	1,531
- Deferred Tax	105	(45)
- Provision of tax of earlier years (Net)
Profits after Taxes	4,324	4,325
Add: Other Comprehensive Income (Net of Taxes)	(8)	(28)
Total Comprehensive Income	4,316	4,297
Add: Balance brought forward from previous year	14,973	11,001
Changes in accounting policy - Transition impact of Ind AS 116
Balance available for appropriations	19,289	15,298
Less: Dividend Paid	(325)	(325)
Less: Tax on Dividend
Less: Amount transferred to General Reserve
Balance Carried forward	18,964	14,973

COMPANYS OPERATIONS AND PERFORMANCE

The Total Income for the Financial Year (FY) ended March 31, 2026 stood at Rs. 14,490 lakhs as compared to Rs. 14,067 Lakhs in the previous year and the Gross Operating Profit (EBIDTA) stood at Rs. 6,543 lakhs as compared to Rs. 6,452 Lakhs in the previous year. The profit before Tax for the year was Rs. 5,806 lakhs as compared to Rs. 5,811 lakhs in the previous year. The profit after Tax for the year was Rs. 4,324 lakhs as compared to Rs. 4,325 lakhs in the previous year. The Company did not undergo any change in the nature of its business during FY 2025-26.

DIVIDEND

The Board has recommended a dividend @250% i.e. Rs. 25/- per fully paid Equity share on 13,00,000 Equityshares of face value Rs. 10 each, for the year ended March 31, 2026 (Previous year: Rs. 25/- per share).

The dividend on Equity Shares is subject to the approval of the Shareholders at the Annual General Meeting (AGM) scheduled to be held on Thursday, July 23, 2026. The dividend once approved by the Shareholders will be paid on and after Monday, August 3, 2026. The dividend on Equity Shares, if approved by the Members, would involve a cash outflow of Rs. 325 lakhs.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for FY 2025-26 in the Statement of profit

and loss.

SHARE CAPITAL

During the year under review, there has been no change in the share capital of the Company.

HOLDING, SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Indian Hotels Company Limited (IHCL) is the ultimate Holding Company of BHL.

The Company does not have any subsidiary, joint venture and associate company.

DIRECTORS

In accordance with the requirement of the Companies Act, 2013 (the Act) and the Companys Articles of Association, Dr. Anant Narain Singh (DIN: 00114728) retires by rotation and being eligible, offers himself for re-appointment. The necessary resolution for his re-appointment forms part of the Notice convening the AGM. In terms of Section 149 of the Act, and Regulation 16(1) of the SEBI Listing Regulations Mr. Moiz Miyajiwala, Mr. Puneet Raman, Ms. Anita Belani and Mr. Anupam Chaturvedi are the Independent Directors of the Company as on the date of this report.

During the year under report, Mr. Beejal Desai, Non Executive Director, resigned from the Directorship of the Company w.e.f. April 29, 2026. The Directors place on record their appreciation of the services rendered by Mr. Desai during his tenure as Director of the Company.

Based on the recommendations of the Nomination and Remuneration Committee (NRC) and in terms of the provisions of the Act, the Board, on April 29, 2026, appointed Mr. Rajendra Misra (DIN: 07493059) as an Additional Director of the Company. Further, based on the recommendations of the NRC and subject to the approval of the Members, the Board, in accordance with the provisions of Section 149 read with Schedule IV to the Act and applicable SEBI Listing Regulations, appointed Mr. Anupam Chaturvedi as an Independent Director of the Company, not liable to retire by rotation, for a term of five years commencing from April 29, 2026 to April 28, 2031, subject to the approval of shareholders. Mr. Chaturvedi brings to the Board his extensive knowledge and experience in areas of Finance, Business Development and International Trade. The matter related to appointment of Mr. Misra and Mr. Chaturvedi forms part of the Notice. In terms of Regulation 25(8) of SEBI Listing Regulations, the Independent Directors 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 ability to discharge their duties with an objective independent judgement and without any external influence. Pursuant to the provisions of Section 149(7) of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of Independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and that they are Independent of the Management. In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs. During the year under review, the Non Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee and General Meeting of the Company.

KEY MANAGERIAL PERSONNEL (KMP)

During the year under report, Mr. Vishal Singh has resigned as the (CEO) w.e.f. November 25, 2025 and Mr. Sumit Singh was appointed as new (CEO) of the Company w.e.f. February 24, 2026.The Board places on record its appreciation for the invaluable contribution and services provided by Mr. Vishal Singh to the Company during his tenure.

In terms of Section 203 of the Act, your Company has Mr. Sumit Singh as the Chief Executive Officer (CEO), Mr. Veeramani Venkata as the Chief Financial Officer (CFO) and Ms. Vanika Mahajan as the Company Secretary of the Company, as the Key Managerial Personnel of the Company, as on March 31, 2026.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of the familiarization Programme for Independent Directors are disclosed on the Companys website under the weblink: https://www.benareshotelslimited.com/familiarization-programme-for-independent-directors.pdf

NUMBER OF MEETINGS OF THE BOARD

During the year under review, five (5) Board Meetings were held and the intervening gap between the meetings did not exceed the period of one hundred and twenty days. The necessary quorum was present for all the meetings. The details of meetings of the Board are provided in the Corporate Governance Report, which forms a part of the Annual Report FY 2025-26.

STATUTORY AUDITOR

At the 52nd AGM of the Company held on August 24, 2023, the Members approved the re-appointment of PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Registration No. 003990S/S200018), as the Statutory Auditors of the Company to hold office for a period of four consecutive years, from the conclusion of the 52nd AGM till the conclusion of the 56th AGM of the Company to be held in the year 2027, to audit and examine the books of account of the Company. The Statutory Auditors Report on the Financial Statements of the Company for FY 2025-26 does not contain any qualifications, reservations, adverse remarks or disclaimer. The Statutory Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the Act during the year under review.

SECRETARIAL AUDITOR

The members approved the appointment of M/s D.S. Associates, a peer reviewed Practicing Company Secretary firm as the Secretarial Auditors of the Company to hold office for a term of five consecutive financial years commencing from FY 2025 26 up to FY 2029 30, to conduct the Secretarial Audit. The Secretarial Audit report is annexed as Annexure 1 to this report. The Secretarial Audit report contains an observation. The details of which is mentioned below:

Observation: The Company has been imposed a penalty of Rs. 76,700/- by BSE Limited on account of non-compliance with Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the quarter ended March 31, 2025, pertaining to the composition of the Board of Directors. The said penalty has been paid by the Company during the period under review.

Boards Clarification:

The aforesaid non-compliance arose on account of a temporary vacancy in the position of an Independent Director, which impacted the composition of the Board. Considering the tremendous growth of the Company in terms of revenue and market capitalisation over the past few years, the Company took reasonable time to identify and finalize the potential candidate in place of Mrs. Rukmani R Gohil, Independent Director (DIN: 00552831) whose term expired on August 27, 2024. Following a diligent selection process, the Board appointed Ms. Anita Belani as an Independent Director of the Company w.e.f. January 14, 2025. The Company has since regularized the composition of the Board, and the same is now in full compliance with the SEBI Listing Regulations. The said Penalty has been imposed for the quarter ended March 31, 2025 and been duly paid during the period under review. The delay in compliance was unintentional and occurred despite the Companys best efforts to promptly fill the resulting vacancy within the permissible time frame.

COST AUDITORS

Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is not

applicable to the Company.

ANNUAL RETURN

As provided under Section 92(3), Section 134(3)(a) and Rule 12 of Companies (Management and Administration) Rules,2014, the Annual Return in Form MGT-7 for FY 2025-26 is available on the website of the Company at https://benareshotelslimited.com/shareholder-information/agmegm/fy-25-26

VIGIL MECHANISM

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In line with the Tata Code of Conduct (TCoC), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the TCoC cannot be undermined.

In accordance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, the Company has a vigil mechanism that provides a formal channel for all its Directors, Employees and other stakeholders to report instances about any unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct by making a protected disclosure to the Chief Ethics Counsellor and in case of escalations, to the Chairman of the Audit and Risk Management Committee. No person is denied access to the Chairman of the Audit and Risk Management Committee. The details of the policy have been disclosed in the Corporate Governance Report, which forms a part of the Annual Report and is also available on https://www.benareshotelslimited.com/whistle_blower.pdf

CORPORATE SOCIAL RESPONSIBILITY

The Companys Corporate Social Responsibility (CSR) initiatives are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure 2 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2014, as amended from time to time. For other details regarding the CSR and Sustainability Committee, please refer to the Corporate Governance Report, which is a part of the Annual Report. The CSR policy is available on https://www.benareshotelslimited.com/csr-policy.pdf

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Selection and procedure for nomination and appointment of Directors

The NRC engages with the Board to evaluate the characteristics, skills, expertise, and experience required for the effective functioning of the Board in alignment with the Companys strategic objectives to ensure a well-balanced and competent Board. The selection process considers diversity, independence (where applicable), through a rigorous assessment, including their professional background, industry knowledge, and ability to contribute to Board deliberations. Based on this assessment, the NRC identifies and shortlists potential candidates who possess the required competencies and align with the Companys strategic vision, corporate values, and governance standards and recommends their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgement. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he/she meets the criteria laid down in Section

149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act is available on https://www.benareshotelslimited.com/remuneration-policy-for-directors-kmps-and-other-employees.pdf

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH Act)

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder, including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the POSH Act and the same is available on the Companys website at https://www.benareshotelslimited.com/policy-on-prevention-prohibition-and-redressal-of-sexual-harassment-at-the-workplace-posh.pdf During the FY 2025-26 the Company has received three complaints on sexual harassment. The said complaints were appropriately addressed and closed. There were no complaints received during the year that remained pending for a period of more than ninety days. No case remains pending as on March 31, 2026.

DISCLOSURES IN RELATION TO THE MATERNITY BENEFIT ACT, 1961

During FY 2025-26, the Company has complied with all the applicable provisions relating to the Maternity

Benefit Act, 1961.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this report as Annexure 3.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, during the year the Company had no employees who were in receipt of the remuneration in excess of the limits set out in the said Rules.

BUSINESS OVERVIEW

An analysis of the Business and Financial Results are given in the Management Discussion and Analysis, which

forms a part of the Annual Report.

FINANCE COST

Finance cost for the year ended March 31, 2026 was Rs. 38.83 lakhs (Previous year: Rs. 38.16 Lakhs). Breakup of the total interest cost of Rs. 38.83 lakhs are as follows: Interest expenses on borrowings: Nil Interest on lease liability: Rs. 38.83 lakhs DEPRECIATION: Rs. 680..50 Lakhs (Previous Year: Rs. 602.99 Lakhs)

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company falls within the scope of the definition infrastructure company as provided by the Act. Accordingly, the Company is exempt from the provisions of Section 186 of the Act with regards to Loans, Guarantees, Securities provided and Investments. Therefore, no details are provided.

BORROWINGS

During the year under report, the Company has not accepted any borrowings. The borrowings are Nil as on

March 31, 2026. (Previous Year: Nil)

CAPITAL EXPENDITURE

During FY 2025-26, the Companys outlay towards capital expenditure was Rs. 6,009.81 Lakhs (Previous Year:

Rs. 1,883.68 lakhs).

DEPOSITS FROM PUBLIC

The Company does not accept and/or renew Fixed Deposits from the general public and shareholders. There were no over dues on account of principal or interest on public deposits including the unclaimed deposits at the end of FY 2025-26 (Previous year: Nil). Accordingly, disclosing the details of deposits which are not in compliance with the requirements of Chapter V of the Act is not applicable.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI Listing Regulations, as amended, the Company has formulated a Policy on Related Party Transactions for identifying, reviewing, approving and monitoring of Related Party Transactions and the same can be accessed on the Companys website at https://www.benareshotelslimited.com/bhl-rpt-policy_march-2026.pdf During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course of Business and at Arms Length basis and were approved by the Audit and Risk Management Committee. Transactions, which were repetitive in nature, were approved through omnibus route. None of the transactions with related parties are material in nature or fall under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended, in Form AOC-2 is not applicable to the Company for FY 2025-2026 and hence the same is not provided.

CORPORATE GOVERNANCE

As required by SEBI Listing Regulations, the report on the Management Discussion and Analysis; and Corporate Governance along with the Practicing Company Secretarys Certificate regarding compliance of conditions of Corporate Governance norms as stipulated in Regulation 34 read along with Schedule V of the SEBI Listing Regulations are attached as a separate report which forms part of the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL

MEETINGS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

DIRECTORS RESPONSIBILITY STATEMENT

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 the Management and the relevant Board Committees, including the Audit and Risk Management Committee, the Board is of the opinion that the Company internal financial controls were adequate and effective during the FY 2025-2026.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; b) 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; c) 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; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such

systems were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF

THE COMPANY

There are no material changes affecting the financial position of the Company subsequent to the close of FY

2025-26 till the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant material orders passed by the Regulators or Courts or Tribunals

impacting the going concern status and the Companys operations.

RISK MANAGEMENT

The Audit and Risk Management Committee is responsible for monitoring and reviewing the Risk Management plan and ensuring its effectiveness. The Audit and Risk Management Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The details of the Committee and its term of reference are set out in the Corporate Governance Report. Your Company has a Risk Management Policy, pursuant to the provisions of Section 134 of the Act, to identify and evaluate business risks and opportunities for mitigation of the same on a continuous basis. This framework seeks to create transparency, minimize adverse impact on business objective and enhance your Companys competitive advantage. The risk management framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework enables risks to be appropriately rated and graded in accordance with their potential impact and likelihood. The two key components of risks are the probability (likelihood) of occurrence and the impact (consequence) of occurrence, if the risk occurs. Risk is analyzed by combining estimates of probability and impact in the context of existing control measures.

The key business risks identified by the Company and its mitigation plans are as under:

S. No. Risks that matter	Mitigants
1 Geo-political Risk & related Economic	- Awareness & scanning of envoirnment
Recession	- Strategic initiatives
	- Alternate business through hinterland Markets
2 Fuel Prices & related inflation	- Development of alternate energy sources, suppliers and equipment
	- Locally sourced raw materials
	- Productivity & efficiency initiatives
3
Cyber vulnerabilities	- Cyber Risk assessment conducted -
	- Vulnerability Assessment & Penetration testing (VAPT)
	- Cyber Incident Protocol drafted
4
Impact of climate change	- Continuous scanning of the environment
	- Use of renewable / alternate energy
	- Adherence to the various norms and alternate measures to reduce release of pollutants
	- ESG initiatives like Water bottling plant and use of EV Vehicles
	- Use of in-house compost machines for increasing fertility of our
	gardens
	- Ground Water Level : ponds developed at hotel to support local
	body initiatives and balance the required water levels at hotel
5 Abuse of social media and other media by	- Continuous monitoring of comments in social media and timely
guest / staff / stakeholders	responses provided
	- All inclusive sustainable business model, involving all stakeholders
	- CSR connect
6
Data governance - Quality of data,	- Data Lake in advanced stages of implementation
democratisation of data analytics, etc.	- Process for Third Party Data Transfer initiated
7 Loss of critical / sensitive data due to leakage/	- Encryption, Firewalls, Policies, Endpoint protection, including
loss / hacking	audits of IT and automated controls, and processes
	- Operation Management Tool in place
	- Backup and Disaster Recovery Site
	- Running 24X7 SOC
	- Creating awareness amongst associates
8 Security and Terrorism risks	- Installed CCTV cameras and have 24/7 security personnel
	- Conduct guest identity verification at check-in
	- Work with local law enforcement for emergency response planning
9 Management of emerging risk for grey swan	- Continuous scanning of the environment
events (A grey swan is an event that is possible
and known, and is potentially extremely
significant, but is considered not very likely to
happen)
10 Changes in levy / tax structure, resulting in	- Regular counsel from SMEs
litigation / astronomical demands, including	- Improve coordination with relevant authorities
radical changes to ESG requirements	- ESG specific activities
11 Religious & Cultural Sensitivities due to	- Train staff on local customs and guest interactions
Guest behaviour and service offerings	- Avoid hosting events that may be seen as culturally inappropriate
12 Fire and Safety risks like overcrowding during	- Install fire alarms, sprinklers, and fire extinguishers in all areas
festivals like Kumbh Mela and Dev Deepawali	- Conduct regular fire drills for staff and guests
increases fire hazards	- Have multiple emergency exits and clearly marked escape routes -
	Close Coordination with local authorities
	- Frequent fire drills, Evacuation, Mock drills
	- Handle emergency crisis, etc are in place.
13 Data privacy GDPR, CCPA, etc - leading to	- Strengthening of policies and processes
penalties and litigation	- Data Processor/Controller agreements with all relevant vendors
	- Internal Audits, Continuous monitoring
14 Business interruption on account of natural	- Learnings from recent pandemic to assist in augmenting
calamities / Acts of God / riots & strikes /	performance
political instability and terrorism / pandemics	- New initiatives continue
	- Coordination with local authorities to avoid any act of riots/strikes
	and terrorism
15 Impact on employee and customer well being	- Employee communication & counselling
	- Customer Communication
	- Hygine & safety audits

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [PURSUANT TO COMPANIES (ACCOUNTS) RULES, 2014] A. CONSERVATION OF ENERGY: The Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this end. The company has replaced old heat pumps resulting into higher efficiency & minimizing energy consumption. Also, company has installed Variable Frequency Drives (VFDs) on HVAC pumps to precisely match motor output to actual operational demands, resulting in reduced energy waste.

B. TECHNOLOGY ABSORPTION: There is no material information on technology absorption to be furnished. The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: In terms of the provisions of Section 134(3)(m) of the Act, read with Rule 8(3)(C) of The Companies (Accounts) Rules, 2014, the foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows is furnished below:

		2025-26	2024-25
		Rs. Lakhs	Rs. Lakhs
a)	Value of Imports
	Stores, Supplies and Spare Parts for Machinery	0	0
	Value of Imports (CIF) Capital Imports	263.16	49.56
b)	Expenditure in Foreign Currency
	Professional and Consultancy Fees	64.17	39.65
	Other Expenditure in Foreign Currency	1.03	2.18
c)	Earnings in Foreign Currency
	Earnings in Foreign Exchange	1149.86	1319.55

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

VALUATION

During the year under review, there were no instances of onetime settlement with any Banks or Financial

Institutions.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit and Risk Management Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. All significant audit observations and corrective actions suggested are presented to the Audit and Risk Management Committee of the Board for review. The internal financial controls as laid down are adequate and were operating effectively during the year under review.

The Boards Audit and Risk Management Committee oversees the adequacy of the internal control environment through periodic reviews of audit findings and by monitoring implementation of internal audit recommendations through compliance reports. In addition, as required under Section 143 of the Act, the Statutory Auditors have evaluated and expressed an opinion on the Companys internal financial controls over financial reporting based on the audit for the FY 2025-26. In their opinion, the Company has, in all material respects, adequate internal controls over financial reporting and such internal financial controls over financial reporting were operating effectively as on March 31, 2026.

AUDIT AND RISK MANAGEMENT COMMITTEE

The Audit and Risk Management Committee performs the roles and functions as mandated under the Act, the SEBI Listing Regulations and such other matters as prescribed by the Board from time to time. Although not mandatory, your Company has combined Risk Management with Audit Committee as a measure of good governance to frame, implement and monitor the risk management plan of the Company. Each member of the Committee has the relevant experience in the field of Finance, accounting, marketing and hoteliering, with the Chairman being a Chartered Accountant.

The composition, extract of terms of reference of the Audit and Risk Management Committee, attendance at its meetings and other details are provided in the Corporate Governance Report, which forms part of the Annual Report FY 2025-26. The intervening gap between any two meetings of the Audit and Risk Management

Committee did not exceed 120 days. During the year under review, there were no instances where the

recommendations made by the Audit and Risk Management Committee were not accepted by the Board.

COMMITTEES OF THE BOARD a. Audit and Risk Management Committee b. Nomination and Remuneration Committee c. Corporate Social Responsibility and Sustainability Committee d. Stakeholders Relationship Committee

During the year under review, all recommendations of the Committees were approved by the Board. The details including the composition of the Committees, attendance at the meetings and terms of reference are included in the Corporate Governance Report, which forms a part of the Annual 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, Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.); effectiveness of board processes, information and functioning, etc.; extent of co-ordination and cohesiveness between the Board and its Committees; and Quality of relationship between Board Members and the Management.

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 (SEBI) on January 5, 2017. In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Non-Executive Directors. The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In the Board Meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The evaluation process reaffirmed the Boards confidence in the Companys ethical standards, the cohesiveness among Board members, the adaptability of the Board and management in addressing challenges, and the managements openness in sharing strategic information with the Board.

The overall outcome of the Board evaluation process was positive and the Directors expressed satisfaction with

the performance and effectiveness of the Board, its Committees and individual Directors.

ACKNOWLEDGMENT

The Directors thank the Companys customers, vendors, investors, partners and all other stakeholders for their

continuous support.

The Directors appreciate and value the contribution made by all our employees and their families.

On behalf of the Board of Directors

Dr. Anant Narain Singh Chairman

(DIN: 00114728) Place : Mumbai Date : April 29, 2026