Grand Continent Hotels Ltd Directors Report

Dear Shareholders,

The Board of Directors hereby submit the 15 th Annual Report of the business and operations of Company Grand Continent Hotels Limited (Formerly Known as Grand Continent Hotels Private Limited) (the Company), along with the audited financial statements, for the financial year ended 31 st March, 2026.

1. FINANCIAL RESULT (Rs. in Lakhs)

	Standalone		Consolidation
Particulars	Year ended on March 31,2026	Year ended on March 31,2025	Year ended on March 31,2026	Year ended on March 31,2025
Revenue From Operations (including other operating income)	11,878.34	5695.71	14,053.84	7262.17
Other Income	506.51	305.53	246.72	61.61
Total Income	12,384.84	6001.24	14,300.55	7323.77
Operating expenditure before Finance cost, depreciation and amortization	10,530.43	4,096.10	12,092.23	5344.16
Earnings before Finance cost, depreciation and amortization (EBITDA)	1,854.41	1,905.14	2,208.32	1,979.62
Less: Depreciation & Amortization	450.88	113.33	493.76	147.70
Less: Finance Cost	291.28	509.54	291.28	509.54
Profit Before Tax	1,112.25	1282.27	1,423.29	1,322.37
Less: Current Tax	193.35	163.48	253.88	188.75
Less: MAT Credit	(134.00)	4.31	(131.60)	4.31
Less: Deferred tax Liability (Asset)	55.83	50.68	53.49	61.45
Profit After Tax	997.08	1,063.80	1,247.52	1067.86

2. STATE OF COMPANYS AFFAIR AND PERFORMANCE REVIEW:

Grand Continent Hotels (GCH), founded in 2011 by hospitality veteran Ramesh Siva and co-founder Vittal Vidya Ramesh, has emerged as a dynamic force in Indias mid-scale hotel segment. As of 31st March 2026, the company operates 29 hotels across seven cities, offering a total of 1,769 (Keys) rooms. GCH remains focused on the mid-scale hospitality segment, catering to both mid-priced and upper mid-priced travelers. The company follows an asset-light strategy, leasing properties for 10-15 years and expanding through franchise partnerships with brands such as Regenta (Royal Orchid Hotels) and Golden Tulip (Sarovar Hotels). In FY26, GCH reported a 93.52% increase in operating revenue to ^ 140.54 crore and a 168% rise in PAT to ^12.47 crore, supported by the addition of four new properties and deeper market penetration. There has been no change in the nature of its business during the year under review, and the company continues to invest in developing its own brand identity and operational capabilities to support a hybrid growth model.

2.1 PERFORMANCE REVIEW:

During FY 2025-26, the Company delivered another year of strong operational performance, supported by significant growth in both standalone and consolidated revenues.

- Standalone Revenue increased from ^5,695.71 lakhs to ^11,878.34 lakhs, registering a growth of 108%.

- Consolidated Revenue increased from ^7,262.17 lakhs to ^14,053.84 lakhs, reflecting a growth of 93%.

The Companys operational performance remained resilient during the year, with Standalone EBITDA at ^1,854.41 lakhs and Consolidated EBITDA improving to ^2,208.32 lakhs, compared to ^1,979.62 lakhs in the previous year.

During the year, depreciation and amortisation increased owing to business expansion and addition of assets, while finance costs remained well managed at ^291.28 lakhs.

- Standalone Profit Before Tax stood at ^1,112.25 lakhs, while Consolidated Profit Before Tax improved to ^1,423.29 lakhs, compared with ^ 1,322.38 lakhs in the previous financial year.

- Standalone Profit After Tax stood at ^997.08 lakhs, while Consolidated Profit After Tax improved to ^1,247.52 lakhs, as against ^1,067.86 lakhs in the previous year.

3. DIVIDEND:

The Board has not recommended dividend for the financial year 2025-26.

4. TRANSFER TO GENERAL RESERVE:

The Board has decided not to transfer any amount to the General Reserve for the financial year under review, as no appropriations were required to be made during the Financial Year under review.

5. SHARE CAPITAL AND CHANGES THEREON:

A. Authorized Capital

As on March 31, 2026, the Authorized Share Capital of the Company stood at ^25,00,00,000 (Rupees Twenty- Five Crores Only) divided into 2,50,00,000 Equity Shares of ^10 each. There was no change in the Authorized Share Capital of the Company during the financial year under review.

B. Paid-Up Capital

As on March 31, 2026, the Paid-up Equity Share Capital of the Company stood at ^24,91,94,030 (Rupees Twenty- Four Crores Ninety-One Lakhs Ninety-Four Thousand Thirty Only) divided into 2,49,19,403 Equity Shares of ^10 each. During the financial year under review, there was no change in the issued, subscribed and paid-up share capital of the Company.

C. 16% Redeemable Non-Convertible Debentures [NCDs]

During the financial year under review, the Company did not issue any fresh Nonconvertible Debentures (NCDs). (I) SERIES-1

The Company had issued 3,35,000 Units of 16% Redeemable Non-Convertible Debentures having a face value of ^100 each.

During the financial year under review, the Company redeemed 83,750 Units of 16% Redeemable NonConvertible Debentures having a face value of ^100 each. Aggregating to 2,51,250 Units which remained outstanding as on March 31, 2026.

The details of redemption are as under:

Sr. No Date of Redemption	Units Redeemed	Face Value Redeemed
1 02.12.2025	41,875	41,87,500
2 02.03.2026	41,875	41,87,500

(II) SERIES-2 (TRANCHE I & TRANCHE II)

The Company had issued 5,05,000 Units of 16% Redeemable Non-Convertible Debentures having a face value of ^100 each.

During the financial year under review, the Company redeemed 1,26,250 Units of 16% Redeemable Non-Convertible Debentures having a face value of ^100 each. Aggregating to 3,78,750 Units which remained outstanding as on March 31, 2026.

The details of redemption are as under:

Sr. No Date of Redemption	Units Redeemed	Face Value Redeemed
1 26.12.2025	63,125	63,12,500
2 26.03.2026	63,125	63,12,500

6. CHANGE IN NATURE OF BUSINESS:

During the year, the Company has not changed its business or object and continues to be in the same line of business as the main object of the Company.

7. MATERIAL DEVELOPMENT DURING THE YEAR:

The Company did not witness any material developments during the financial year under review, other than those specifically disclosed elsewhere in this Report. There were no events, transactions or developments that materially affected the operations, performance or financial position of the Company during the year.

8. LISTING INFORMATION OF INITIAL PUBLIC OFFER (IPO ):

- The Equity Shares of the Company continue to remain listed on the NSE EMERGE Platform of the National Stock Exchange of India Limited (NSE). The Companys ISIN is INE12E301017.

- As on 31st March 2026, all 2,49,19,403 equity shares of the Company were held in dematerialized form.

- Listing fees for FY 2025-26 amounting to ^4,21,456 (Rupees Four Lakh Twenty-One Thousand Four Hundred Fifty Six) were duly paid on 28th April 2026

9. UTILIZATION OF IPO PROCEEDS:

The Company raised funds of net ^ 61.24 Crore through Initial Public Offering (IPO) after issue expense.

The gross proceeds of IPO has been utilized in the manner as proposed in the Offer Document, the details of which are hereunder:

Sr. No Original Object	Original Allocation in crores	Funds Utilized upto March 31, 2026 in Crores
1. Expansion of our properties in India	16.79	16.79
2. Repayment of Loan	34.08	33.72*
3. General Corporate Purpose	10.37	10.73*

*Pursuant to the approval of the Members accorded by way of a Special Resolution passed at the 14th Annual General Meeting of the Company held on September 18, 2025, the Company approved the reallocation of the unutilized IPO proceeds amounting to ^0.36 Crore, originally earmarked for repayment and/or prepayment, in full or in part, of certain outstanding borrowings availed by the Company, towards general corporate purposes. Accordingly, the utilization of the IPO proceeds has been carried out in accordance with the said shareholders approval.

Further, In terms of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Acuite Ratings & Research Limited has been appointed as the Monitoring Agency to monitor the utilization of the proceeds of the Initial Public Offer (IPO) of the Company. The Monitoring Agency continues to submit its monitoring reports on a quarterly basis, which are reviewed by the Audit Committee and taken on record by the Board of Directors. The Monitoring Agency has confirmed that the IPO proceeds have been fully utilized in accordance with the objects stated in the Prospectus and that there has been no material deviation or variation in the utilization of the gross proceeds raised through the IPO.

10. PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Companies Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

11. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

Pursuant to the provisions of Section 186(11) of the Companies Act, 2013 read with Schedule VI thereto, the Company qualifies as an infrastructure company, as hotels are recognised as an infrastructure facility under the said Schedule. Accordingly, the provisions of Section 186 of the Act relating to loans, guarantees, securities and investments are not applicable to the Company. Consequently, the disclosure requirements prescribed under Section 186 of the Act do not apply to the Company.

12. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31,2026 shall be placed on the Companys website on

13. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered during the financial year under review were in the ordinary course of business and on an arms length basis. The Company did not enter any materially significant Related Party Transactions that could have a potential conflict with the interests of the Company.

The details of Related Party Transactions entered by the Company during the financial year are disclosed in the notes forming part of the Financial Statements in accordance with the applicable provisions of the Companies Act, 2013 and the applicable accounting standards.

Particulars of contracts or arrangements with related parties referred to under Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, are annexed to this Report as Annexure A.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at Policy On RPTs

14.SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES OF THE COMPANY:

During the financial year under review, the Company expanded its international operations through the incorporation of overseas subsidiaries.

As on March 31, 2026, the Company had the following subsidiaries:

Wholly Owned Subsidiaries:

- GCH L.L.C FZ, United Arab Emirates;

- Grand Continent Hotels Corporation, United States of America.

Step-down Subsidiaries:

- Grand Continent Hotels Missouri LLC, United States of America;

- Grand Continent Hotels Iowa LLC, United States of America; and

- Grand Continent Hotels Nebraska LLC, United States of America.

The Company did not have any Joint Venture or Associate Company within the meaning of the Companies Act, 2013 as on March 31, 2026.

Further, pursuant to the requirements of the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015, the Company has prepared Consolidated Financial Statements forming part of this Annual Report. Certain entities have been consolidated in the Consolidated Financial Statements based on the principles of control prescribed under Ind AS, although such entities are not regarded as subsidiaries under the provisions of the

Companies Act, 2013. Pursuant to the provisions of Section 129 of the Companies Act, 2013 read with the applicable Rules made thereunder, the Consolidated Financial Statements of the Company and its subsidiaries form part of this Annual Report.

A statement containing the salient features of the financial statements of the subsidiaries in Form AOC-1 is annexed to this Report as Annexure B.

During the year under review, no entity ceased to be a Subsidiary, Joint Venture or Associate Company of the Company.

15. SIGNIFICANT AND MATERIAL ORDERS:

During the financial year under review, no significant and material orders were passed by any regulator, court or tribunal impacting the going concern status of the Company or its future operations.

However, The Company received a Show Cause Notice from the Commissioner of Commercial Taxes (K), Bengaluru-09, in relation to certain GST matters pertaining to the financial year 2022-23. The notice primarily relates to alleged Input Tax Credit (ITC) discrepancies and classification of turnover, involving a proposed tax demand of ^48,82,091 and applicable interest of ^23,73,782, aggregating to ^72,55,873.

Based on the advice of its tax consultants, the Company believes that it has strong factual and legal grounds to contest the allegations and is in the process of filing an appropriate reply before the concerned authorities within the prescribed timelines. The management is of the opinion that the said matter is not expected to have any material adverse impact on the financial position, operations or business of the Company.

16. MATERIAL CHANGES AND COMMITMENT IF ANY AFTER THE DATE OF BALANCE SHEET:

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the end of financial year of the Company i.e. 31 st March 2026 to the date of this Report.

17. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year, there were no amounts which are required to be transferred, to the Investor Education and Protection Fund by the company.

18. EMPLOYEE STOCK OPTION PLAN:

During the year under review, the company did not grant, allot, or issue any equity shares to its employees under the Employee Stock Option Plan (ESOP).

19. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the AntiSexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has constituted an Internal Committee in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2025-26 , the Company has received NIL complaints on sexual harassment, out of which NIL complaints have been disposed off and NIL complaints remained pending as of 31 st March 2026: .

20. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. All eligible women employees are provided maternity benefits in accordance with the provisions of the Act. The Company remains committed to fostering an inclusive, equitable and supportive workplace by promoting the welfare, health and well-being of women employees throughout their maternity period.

21. HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

Your Companys Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

22. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

- aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

- number of shareholders who approached listed entity for transfer of shares from suspense account during the year: Nil

- number of shareholders to whom share were transferred from suspense account during the year: Nil

- aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil

- voting rights on shares which remain frozen till the rightful owner of such shares claims the shares: Nil

23. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. BOARD OF DIRECTORS

a) COMPOSITION & CHANGE OF BOARD:

The table below gives the composition of the Board and the Directorships held by each of the Directors of the Company at the end of Financial Year 2025-26.

Name of Directors	Date of Appointment	Category Cum Designation	No. of Shares held as on March 31, 2026
Mr. Ramesh Siva DIN:02449456	November 11,2011	Promoter Cum Managing Director	91,21,200 Equity Shares
Mrs. Vittal Vidya DIN: 02127241	November 11,2011	Promoter Cum Whole time Director	45,47,300 Equity Shares
Ms. Deepthi Shiva DIN:08416405	December 31,2020	Non-Executive nonIndependent Director
Mr. V Swaminathan DIN:00238629	May 31,2024	Non-Executive Independent Director	9,000 Equity Shares
Mr. Chandrasekhar Sundaram DIN: 00024184	November 05 , 2024	Non-Executive Independent Director

As on March 31, 2026, none of the Directors of the Company were related to each other except Mr. Ramesh Siva, Managing Director, Mrs. Vittal Vidya Ramesh, Whole-Time Director and Ms. Deepthi Shiva Non-Executive Director are related to each other within the meaning of Section 2(77) of the Companies Act, 2013.

The composition of Board complies with the requirements of the Companies Act, 2013 (Act). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulation

b) Disclosure by Directors U/S 164(2):

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

c) Calendar of Board Meeting

During the year under review, Board of Directors of the Company met 10 (Ten) times. The intervening gap between the Meetings was within the period prescribed under section 173 of the Act.

The details of attendance of each Director at the Board Meetings are given below:

Sr. No Date of Board Meeting	Name of the Directors
	Ramesh Siva	Vittal Vidya Ramesh	Deepthi Siva	V Swaminathan	Chandrasekhar Sundaram
1 30-05-2025	Yes	Yes	Yes	Yes	Yes
2 31-07-2025	Yes	Yes	Yes	Yes	Yes
3 23-08-2025	Yes	Yes	Yes	Yes	Yes
4 18-09-2025	Yes	Yes	No	Yes	Yes
5 07-10-2025	Yes	Yes	Yes	Yes	Yes
6 14-11-2025	Yes	Yes	Yes	Yes	Yes
7 19-11-2025	Yes	Yes	Yes	Yes	Yes
8 03-02-2026	Yes	Yes	Yes	Yes	Yes
9 03-03-2026	Yes	Yes	Yes	Yes	Yes
10 18-03-2026	Yes	Yes	Yes	Yes	Yes

d) General Meetings:

During the year under review, the following General Meeting was held, the details of which are given as under:

Sr. No. Number of General Meeting	Date of General Meeting
1. 14 th Annual General Meeting	18 th September,2025

e) Retirement by Rotation and subsequent re-appointment:

Mrs. Vittal Vidya Ramesh (DIN: 02127241), Whole-Time Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered herself for re-appointment.

The requisite resolution for her re-appointment is being placed before the shareholders of the Company for approval at the ensuing Annual General Meeting

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and Secretarial Standard, of the person seeking re-appointment/ appointment as Director are also provided in Notes to the Notice convening the 15 th Annual General Meeting.

2. KEY MANAGERIAL PERSONNEL[KMP]:

Further, Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are:

Sr No Name of the KMPs	Designation
1 Mr. Ramesh Siva	Chairman and Managing Director
2 Mrs. Vittal Vidya Ramesh	Whole-Time Director
3 Mr. Satish S Agrahar *	Chief Financial Officer
4 Mrs. Uma Jhawar #	Company Secretary & Compliance Officer

* Mr. Satish S Agrahar was appointed as Chief Financial Officer of the company w.e.f 20th March 2026 in place of Mr. Mithun Jayaraman who tendered his resignation from the position of Chief Financial Officer w.e.f. 03rd March 2026.

# Further, the Company has appointed Mrs. Uma Jhawar as Company Secretary & Compliance Officer of the Company w.e.f. 07 th October 2025 as Ms. Aastha Kochar tendered her resignation w.e.f. 07 th October 2025 from the position of Company Secretary.

24. PERFORMANCE EVALUATION OF THE BOARD:

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 Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

- The performance of the Board was evaluated by the Board, after seeking inputs from all the directors, on the basis of the 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 the criteria such as the composition of committees, effectiveness of committee Meetings, etc.

- The Board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the 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 addition, the chairman was also evaluated on the key aspects of his role.

A separate meeting of the Independent Directors was held during the year under review to evaluate the performance of non-independent directors, performance of the Board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of Non-Executive Independent directors was done by the entire Board, excluding the independent director being evaluated

25. DIRECTORS RESPONSIBILITY STATEMENT:

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

a) In preparation of annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed, and no material departures have been made from the same.

b) The Directors 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 or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors had prepared the annual accounts for the year ended March 31, 2026, on a going concern basis.

e) The Directors had laid down the financial controls to be followed by the Company and that such Internal Financial Controls are adequate and operate effectively; and

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.

26. DECLARATION OF INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two NonExecutive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered in the Independent Director Data Bank.

27. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on January 23 rd , 2026. inter alia, to discuss: the Non-Independent Directors and the Board of Directors as a whole.

- Review of the performance of the Non-Independent Directors and the Board of Directors as a whole.

- Review the performance of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.

- Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

28. FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTOR

The Company has conducted familiarisation programmes for its Independent Directors covering their roles, rights, and responsibilities.

The Company ensures that Independent Directors (IDs) receive comprehensive orientation, including formal presentations on business operations, organizational structure, governance procedures, safety, health, and environmental policies. In addition, our IDs are invited to visit and participate in the inauguration of newly opened hotel properties, offering them first-hand exposure to operational workflows, service quality standards, facility layouts, and guest safety protocols. Such visits part of our structured familiarization programme not only enrich their understanding of the hospitality business model but also enable meaningful oversight of project execution and regulatory compliance. Details are available on the website of the Company at

29. COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder

1. Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) read with Section 177 of the Companies Act, 2013 (Act).

During the year under review, the Audit Committee met 7 (Seven) times viz. 13 th May 2025, 30 th May 2025, 23 rd August 2025, 14 th November 2025, 19 th November 2025, 03 rd February 2026 & 18 th March 2026. The intervening gap between two Meetings did not exceed one hundred and twenty days

The composition of the Committee and the details of Meetings attended by its members are given below:

Name	Category	Designation	Number of Meetings during the financial year 2025-26
			Eligible to attend	Attended
Mr. Ramesh Siva	Executive Director	Member	7	7
Mr. V Swaminathan	Non-Executive Independent Director	Chairman	7	7
Mr. Chandrasekhar Sundaram	Non-Executive Independent Director	Member	7	7

The Statutory Auditors of the Company are invited in the Meeting of the Committee wherever requirements. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.

Recommendations of the Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of the Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company

2. STAKEHOLDERS GRIEVANCE & RELATIONSHIP COMMITTEE:

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has constituted the Stakeholders Grievance & Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants, etc.

During the year under review, Stakeholders Grievance & Relationship Committee met 1 (One) time viz on 23 rd January 2026.

The composition of the Committee and the details of Meetings attended by its members are given below:

I I

Name	Category	Designation	Number of Meetings during the financial year 2025-26
			Eligible to attend	Attended
Ms. Deepthi Shiva	Non-Executive Director	Member	1	1
Mr. V Swaminathan	Non-Executive Independent Director	Chairperson	1	1
Mr. Chandrashekhar Sundaram	Non-Executive Independent Director	Member	1	1

? Investor Grievances Redressal Status & Status Of Scores

The details of complaints received and resolved during the Financial Year ended March 31, 2026, are given in the Table below. The complaints relate to non-receipt of annual report, dividend, share transfers, other investor grievances, etc.

? Details of complaints received and resolved during the Financial Year 2025 26:

Particulars	Number of complaints
Opening as on April 1, 2025	1
Received during the year	10
Resolved during the year	11
Closing as on March 31, 2026	0

3. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) read with Section 178 of the Companies Act, 2013 (Act) is in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee Meetings are generally held to identify the people who are qualified to become Directors and may be appointed in senior management and recommend their appointments and removal.

During the year under review, Nomination and Remuneration Committee met 4 (Four times) viz on 8 th May 2025 , 23 rd August 2025, 07 th October 2025 & 18 th March 2026.

The composition of the Committee and the details of Meetings attended by its members are given below:Check this date please, its 08.05.2025

Name	Category	Designation	Number of Meetings during the financial year 2025-26
			Eligible to attend	Attended
Ms. Deepthi Shiva	Non-Executive Director	Chairperson	4	4
Mr. V Swaminathan	Non-Executive Independent Director	Member	4	4
Mr. Chandrashekhar Sundaram	Non-Executive Independent Director	Member	4	4

- Nomination and Remuneration Policy:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel.

During the year, there have been no changes to the Policy. The same is annexed to this report as ANNEXURE C and is available on our website

During the year under review, the details of remuneration paid to Directors and Key Managerial Personnel are as under:

Sr. No. Name of Directors and KMPs	Designation	Remuneration per Annum (In T)
1 Mr. Ramesh Siva	Managing Director	40,80,000
2 Mrs. Vittal Vidya Ramesh	Whole-time Director	40,80,000
3 Mr. Mithun Jayaraman*	Chief Financial Officer	36,00,000
4 Ms. Aastha Kochar#	Company Secretary & Compliance Officer	3,00,000
5 Mrs. Uma Jhawar #	Company Secretary & Compliance Officer	4,66,915
6 Mr. Satish S Agrahar *	Chief Financial Officer	1,26,000

* Mr. Satish S Agrahar was appointed to act as Chief Financial Officer of the company w.e.f 20th March 2026 in place of Mr. Mithun Jayaraman who has tendered his resignation from the position of Chief Financial Officer w.e.f. 03rd March 2026.

# Further, the Company has appointed Mrs. Uma Jhawar as Company Secretary & Compliance Officer of the Company w.e.f. 07th October 2025 as Ms. Aastha Kochar tendered her resignation w.e.f. 07th October, 2025 from the position of Company Secretary.

30.PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules will be available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request. Also, the Disclosures relating 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 are provided as an ANNEXURE - D , which forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. In terms of Section 136, the said annexure is open for inspection by the members through electronic mode. Any member interested in obtaining such particulars may write to the Company Secretary of the Company at The said particulars shall be open for inspection by the Members at the registered office of the Company on all working days, except Saturdays, Sundays and public holidays, between 11.00 a.m. to 1.00 p.m. upto the date of AGM.

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

1. Conservation of Energy:

i) The steps taken or impact on conservation of energy:

During the year under review, your Company was not engaged in any manufacturing or processing activity. Considering the nature of the Companys business, there is no report to be made on conservation of energy in its operations. Notwithstanding this, the Company recognizes the importance of energy conservation in decreasing the adverse effects of global warming and climate change. The Company carries on its activities in an environmentally friendly and energy efficient manner.

ii. ) The steps taken by the Company for utilizing alternate sources of energy: n.a.

iii. )The capital investment on energy conservation equipment: n.a.

2. Technology Absorption:

i. ) Major efforts made towards technology absorption:

The Company has not entered into any technology agreement or collaborations.

ii. ) The benefits derived like product improvement, cost reduction, product development

or import substitution: N.A.

iii. ) Information regarding imported technology (Imported during last three years):

The Company has not imported any technology during the last three years.

iv. ) Expenditure incurred on research and development:

None

3. Foreign Exchange Earnings and Outgo

The particulars relating to foreign exchange earnings and outgo during the year under review are as under:

Sr. No. Particulars	2025-26	2024-25
1 Foreign Exchange Earned	148.82	-
2 Foreign Exchange Outgo	-	-

32. COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standard issued by the Institute of Company Secretaries of India and approved by the Central Government.

33. RISK MANAGEMENT

Risk management is the process of identifying, assessing, evaluating and prioritizing risks, followed by the coordinated application of resources and control measures to minimise, monitor and manage the likelihood and impact of adverse events, while maximising opportunities for achieving the Companys objectives.

The Company has established a comprehensive risk assessment and risk mitigation framework, which is periodically reviewed by the Board of Directors. The framework ensures that risks are identified, evaluated and effectively managed by the executive management through appropriate internal controls and monitoring mechanisms.

The Company has identified key risks across various functional areas, including business operations, project execution, finance, human resources, legal and statutory compliance, information technology, and environmental matters. Appropriate mitigation measures and control processes have been implemented to manage these risks effectively.

34. AUDITORS

34.1 INTERNAL AUDITOR

Pursuant to Section 138 and other applicable provisions, if any, of the Act, pursuant to the recommendation of the Audit Committee of the Company, the Board of Directors has approved the appointment of M/s. Akash Singhvi & Co. as the Internal Auditors of the Company for the Financial Year 2025-26.

34.2 STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended, M/s. Bhuta Shah & Co. LLP ., Chartered Accountant, Mumbai (FRN: 101474W) has been appointed as Statutory Auditor of your Company in the AGM of the year FY 22-23 till the conclusion of ensuing Annual General Meeting on such remuneration as may be decided by the Board and for further five years subject to approval of the members of the said AGM.

In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM. The Statutory Auditors have however confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

34.3 COST AUDITORS & COST RECORDS:

Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company. Hence, the Board of Directors of your company had not appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2025-26.

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost records

34.4 SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to Section 204 of the Act, your Company had appointed M/s. Amisha & Co., Company Secretaries, as its Secretarial Auditors to undertake the Secretarial Audit of your Company for the financial year ended March 31, 2026. The Secretarial Audit Report in the prescribed Form No. MR-3 is attached as ANNEXURE - E

Observations:

- The Company has filed the requisite forms, returns, disclosures, reports, and other applicable filings under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws. The Company has generally been regular in making such filings with the Registrar of Companies (ROC), the National Stock Exchange (NSE), and other regulatory authorities within the prescribed timelines. However, certain filings, including select ROC forms, NSE submissions, and applicable FC forms, were filed beyond the prescribed timelines and were subsequently regularized upon payment of the applicable additional fees or Late Submission Fee (LSF), as applicable.

- During the period under review, the Company received certain show cause notices and regulatory queries from the concerned authorities/Stock Exchange. The Company has submitted the requisite responses/clarifications thereto and the matters are under process/closed, as applicable.

- We further report that during the audit period there was no other event/action having major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, and standards.

Management Reply:

- The Company has generally complied with the filing timelines under the Companies Act, 2013, SEBI (LODR) Regulations, 2015, and other applicable laws. The instances of delayed filing of certain ROC forms, NSE submissions, and FC forms were inadvertent and have since been regularised by payment of the applicable additional fees/LSF. The Company has taken steps to strengthen its compliance monitoring to avoid recurrence.

- The Company has duly responded to the show cause notices and regulatory queries received during the period, and the matters stand closed or are under process with the concerned authorities, as applicable.

- The Company confirms that there was no other event or action during the audit period having a major bearing on its affairs under the referred laws, rules, regulations, guidelines, and standards.

35. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The Statutory and the Internal Auditors routinely conduct system checks and give their report after evaluation of the efficacy and adequacy of internal control systems including controls with respect to the financial statements, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of Internal Audit, the departments undertake corrective action in their respective areas and thereby strengthen the controls. The significant audit observations and follow up actions thereon are reported to the Audit Committee as well and further corrective action taken as per the inputs received from the committee members and the auditors.

36. CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance specified under Regulations 17, 17A, 18, 19, 20, 21, 22, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of Regulation 46(2) and Paras C, D and E of Schedule V are not applicable to the Company, being an entity listed on the NSE EMERGE Platform. However, the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Related Party Transactions are applicable to the Company and the Company has complied with the same

Accordingly, the Company is not required to furnish a separate Report on Corporate Governance for the financial year ended March 31, 2026. Nevertheless, the Company continues to voluntarily follow appropriate governance practices and remains committed to maintaining high standards of accountability, transparency, ethical business conduct and regulatory compliance.

37. CORPORATE SOCIAL RESPONSIBILITY:

During the financial year ended March 31, 2026, the Company incurred CSR contribution of INR 12,49,551/- (Rupees Twelve Lakhs Forty Nine Thousand Five Hundred Fifty One Only). The CSR initiatives of the Company were undertaken in the area of Promoting Education Activity, Education & Literacy, Welfare and Eradicating hunger, poverty.

Further, the information pursuant to Section 134(3)(O) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in ANNEXURE - F outlining the main initiatives during the year under review. Further, your Company has obtained certificate from Chief Financial Officer as required under Section 135, of the Companies Act,2013.

CSR Policy of the Company the CSR Policy of the Company is available on the website of the Company at . The projects to be undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review, Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as ANNEXURE - G

39. EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

The Notes to the financial statements referred to in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

40. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company during the year under review. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016

42. 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 defaulted in repayment of any of its loans with Banks or Financial Institutions and hence the requirement of providing 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 / Financial Institutions along with the reasons thereof is not applicable to the Company

43. POLICY FOR PREVENTION OF INSIDER TRADING:

Pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them on the consequence of non-compliances. The Company Secretary has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code. The code of conduct to regulate, monitor and report trading by insiders is also available on the website of the Company at

44. GREEN INITIATIVES:

The Notice of the AGM and the Annual Report 2025-26 is being sent only electronically to Members whose email addresses are registered with the company or depositories in accordance with Regulation 36 of the Listing Regulations. Members may take note that the Notice and Annual Report for 2025-26 will also be accessible at the website of the Company i.e.

45. CAUTIONARY STATEMENT:

The annual report including those which relate to the directors report, management discussion and analysis report may contain certain statements on the Companys intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein .

46. GENERAL DISCLOSURE:

Your Directors confirm that the Company has made all necessary disclosures in this Report in accordance with the requirements under Section 134(3) of the Companies Act, 2013, Rule 8 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable and relevant to transactions undertaken during the Financial Year.

Further, the Directors wish to state that no disclosure or reporting is required in respect of the certain matters, as there were no transactions or events relating to these items during the year under review:

46.1Details of non-compliance by the listed entity. Penalties imposed on the company by stock exchange or the Board or any statutory authority on any matter related to capital markets during the last three years;

During the Financial Year 2025-26, the Company was levied a penalty of ^17,600 (Rupees Seventeen Thousand Six Hundred Only) by the National Stock Exchange of India Limited (NSE) for the delayed submission of the half-yearly financial results under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The financial results, which were due to be submitted on November 15, 2025 , were submitted on November 19, 2025 , resulting in a delay of four days . The Company has duly paid the said penalty and has taken necessary measures to strengthen its internal compliance processes to ensure timely regulatory filings and prevent the recurrence of such instances. Except as stated above, no penalties or strictures were imposed on the Company by SEBI, any Stock Exchange or any other Statutory authority on any matter relating to the capital market.

46.2Details of establishment of Vigil Mechanism Whistle Blower Policy and affirmation that no personnel has been denied access to the Audit Committee ;

The Company has in place a Vigil Mechanism / Whistle Blower Policy which facilitates the Directors, Employees, and the stakeholders to have direct access to the management and the Audit Committee, to report concerns about any unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. It is hereby affirmed that no employee has been denied access to the Audit Committee.

46.3 Details of Material Subsidiaries of the company along with web link where policy for determining Material Subsidiaries of the year: - Not Applicable

46.4 Utilization of funds raised through preferential allotment or qualified institutions placement as specified under Reg 32(7a) ; -Not Applicable

46.5 Total fees for all services paid by the company to the Statutory Auditor;

The SEBI (Listing Obligations & Disclosure Requirements) (Amendments) Regulations, 2018 requires to disclose total fees paid to the auditors for audit and non-audit services rendered. The total fees paid to the Statutory Auditors for the Financial Year 2025-26 is as under :

Payment to Statutory Auditors	FY 25-26(Rs in Lakhs)
Audit Services	15.00
Non-Audit Services	2.24
Total Fees(^)	17.24

46.6Disclosure by the company and its subsidiaries of loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount;

The details of Loans and Advances are provided in the notes to the audited financial statements annexed with the Auditors Report.

47.APPRECIATION AND ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

Registered office:	For, Grand Continent Hotels Limited
S No. 245/1A/1B Venpursham Village,	(Formerly known as Grand Continent hotels Pvt Ltd)
Mamallapuram,Veeralapakkam ,
Thiruporur,Chengalpattu
Tamil Nadu 603110	Ramesh Siva Vittal Vidya Ramesh
	Chairman & Managing Director Whole time Director
Place: Bangaluru	02443496 02127241
Date: 27.08.2026