Grand Continent Hotels Ltd Directors Report

DEAR SHAREHOLDERS,

The Board of Directors hereby submit the 14th 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 March 31, 2025.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

	Standalone		Consolidation
Particulars	Year ended on March 31,2024	Year ended on March 31,2025	Year ended on March 31,2024	Year ended on March 31,2025
Revenue From Operations (including other operating income)	2263.04	5695.71	3123.69	7262.17
Other Income	28.69	305.53	29.47	61.60
Total Income	2291.73	6001.24	3153.16	7323.77
Operating expenditure before Finance cost, depreciation and amortization	1350.17	4462.60	2135.96	5344.15
Earnings before Finance cost, depreciation and amortization (EBITDA)	912.87	1233.11	987.73	1918.02
Less: Depreciation & Amortization	69.78	113.33	112.37	147.70
Less: Finance Cost	352.63	509.54	352.63	509.54
Profit Before Tax	519.14	1282.26	552.20	1322.38
Less: Current Tax	-	163.48	9.92	188.75
Less: MAT Credit	-	4.31	-	4.31
Less: Deferred tax Liability (Asset)	130.78	50.68	130.78	61.45
Profit after Tax	388.36	1063.79	411.50	1067.87

2. STATE OF COMPANYS AFFAIR AND PERFORMANCE REVIEW: -

Grand Continent Hotels (GCH), founded in 2011 by hospitality veteran Ramesh Siva and co-founder Vidya Ramesh, has emerged as a dynamic force in Indias mid-scale hotel segment. As of 31st March 2025, the company operates 20 hotels across seven cities, oering a total of 956 rooms. GCH remains focused on the mid-scale spitalityho 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 FY25, GCH reported a 132% increase in operating revenue to

73.23 crore and a 161% rise in PAT to 10.64 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 2024 25, the company delivered a strong performance, with substantial growth across both standalone and consolidated operations:

• Standalone Revenue rose from 226,304 lakhs to 569,571 lakhs, representing a notable 152% increase.

• Consolidated Revenue increased from 312,369 lakhs to 726,217 lakhs, marking a 132% uplift.

Operational e ciency improved signicantly:

• Standalone EBITDA grew from 91,287 lakhs to 123,311 lakhs (+35%).

• Consolidated EBITDA surged from 98,773 lakhs to 191,802 lakhs (+94%).

While depreciation and amortization rose (standalone from 6,978 lakhs to 11,333 lakhs; consolidated from

11,237 lakhs to 14,770 lakhs), and nance cost increased to50,954 lakhs, protability strengthened overall:

Standalone ProBefore Tax (PBT) rose from 51,914 lakhs to 128,226 lakhs ( 2.5?).

• Consolidated PBT rose from 55,220 lakhs to 132,238 lakhs ( 2.4?).

Standalone ProAfter Tax (PAT) more than doubled from38,836 lakhs to 106,379 lakhs.

• Consolidated PAT reached 106,787 lakhs, more than twice the 41,150 lakhs recorded in FY 2023 24.

3. DIVIDEND:

The Board has not recommended dividend for the financial year 2024-25.

4. TRANSFER TO GENERAL RESERVE:

No transfers to reserves were made, as no appropriations were required to be made during the Financial Year under review.

5. SHARE CAPITAL AND CHANGES THEREON:

A. Authorized Capital

The Authorized Capital of the Company as on 31st March 2025 was 25,00,00,000/- divided into 2,50,00,000 Equity Shares of 10/- each.

Evolution of Authorised Share Capital:

Particulars	No. of Equity Shares	Face Value per Share	Amount ( )	Date of change
Opening Balance (1st April 2024)	60,00,000	10	6,00,00,000	—
Increased from 6,00,00,000 to 25,00,00,000	2,50,00,000	10	25,00,00,000	27th May 2024

B. Paid-Up Capital

The Paid-up Capital of the Company as on March 31st , 2025 was 24,91,94,030 /- dividend into 2,49,19,403 Equity Shares of 10/- each

Evolution of Paid up Capital:

Particulars	No. of Equity Shares	Face Value per share +Security Premium (SP)	Paid Up Amount ( )	Date of allotment
Opening Balance (1st April 2024)	39,90,250	10	3,99,02,500	—
Conversion of Warrants into equity	5,084	10+ 285 SP	50,840	5 th July ,2024
Bonus Issue (7:2)	1,39,83,669	10	13,98,36,690	11th July, 2024
Private Placement – Tranche 1	2,25,000	10 + 58 SP	22,50,000	24 th July, 2024
Private Placement – Tranche 2	4,55,000	10 + 58 SP	45,50,000	5th August, 2024
Initial Public Oer	62,60,400	10 + 103 SP	6,26,04,000	25 th March, 2025
Closing Balance (31st March 2025)	2,49,19,403		24,91,94,030

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

During the financial year 2024 25, the Company issued 16% redeemable Non-Convertible Debentures (NCDs) amounting to 8,40,00,000 (Rupees Eight Crore Forty Lakhs) through the allotment of 8,40,000 NCDs of 100 each, structured across two distinct series.

Series	Tranche	No. of NCDs	Face Value ( )	Total Amount ( )	Date of allotment
Series-1 Private	—	3,35,000	100	3,35,00,000	3rd September 2024
Placement
Series-2 Private	Tranche 1	4,15,000	100	4,15,00,000	27th September 2024
Placement
Series	Tranche	No. of NCDs	Face Value ( )	Total Amount ( )	Date of allotment
Series-2 Private	Tranche 2	90,000	100	90,00,000	6th November 2024
Placement
Total	—	8,40,000	—	8,40,00,000	—

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 CHANGES DURING THE YEAR:

7.1. COMPANY CONVERSION INTO PUBLIC ENTITY

The company was converted into a public company following the approval of its members at an Extraordinary General Meeting held on 27th May, 2024. It was subsequently designated as a public company under the na me ‘GRAND

CONTINENT HOTELS LIMITED with eect from 30thAugust, 2024

7.2. CHANGE IN REGISTERED OFFICE OF THE COMPANY

The Company, pursuant to the approval of its members at the Extraordinary General Meeting held on 24th Septem-ber 2024, shifted its Registered O ce to a new location outside the local limits of the city.

Notably, the new o ce remains under the jurisdiction of the same Registrar of Companies. This change became eective from 16th October 2024.

7.3. LISTING INFORMATION OF INITIAL PUBLIC OFFER (IPO)

The Companys equity shares were listed on the NSE Emerge (SME) Platform on 27th March 2025, under ISIN IN-E12E301017.

• As of listing, 2,49,19,403 shares were held in dematerialised form.

• Listing fees for FY 2025 26 6,62,198 (Rupees Six Lakh Sixty-Two Thousand One Hundred Nine- amounting to ty-Eight) were duly paid on 25th April 2025.

8. UTILIZATION OF IPO PROCEEDS:

The Company raised funds of 6124.38 Lakhs through Initial Public Oering (IPO).

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

S. No.	Original Object	Original Allocation	Funds Utilized upto March 31, 2025
1.	Expansion of our properties in India	16.79	--
2.	Repayment of Loan	34.08	7.53
3.	General Corporate Purpose	10.37	0.24

Further, there is no deviation/variation in the utilization of the gross proceeds raised through IPO.

9. 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 Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

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

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies

Act, 2013 are part of note to Financial Statements for FY 24-25.

11. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31,2025 shall be placed on the Companys website on www.grandcontinenthotels.com

12. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the Related Party Transactions entered into during the financial year were on an Arms Length basis and in the Ordinary Course of Business.

Also, No materially signicant Related Party Transactions with other related parties which may have a potential con ict with the interest of the Company at large, were entered during the year by your Company.

Accordingly, the Details of Related Party Transactions which are required to be reported under Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and rule 8(2) of the Companies(Accounts) Rules,2014 are provided in form AOC-2 as per ANNEXURE A

The details of the related party transactions for the financial year 2024-25 is given in the notes o f the financial state -ments which is part of the Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://grandcontinenthotels.com/Policy-on-RPTs.pdf

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

As on March 31, 2025, the Company did not have any Subsidiary, Joint Venture, or Associate Company within the meaning of Section 2(6) of the Companies Act, 2013. Accordingly, the requirements relating to preparation of consolidated nan -cial statements and the nancialstatements of Subsidia containing salient features of the ries/Associates/ Joint Ventures in Form AOC-1 under Section 129 of the Act are not applicable to the Company.

However, in accordance with the requirements of Indian Accounting Standards (Ind AS) as notied -nies (Indian Accounting Standards) Rules, 2015, the Company has prepared Consolidated Financial Statements, which form part of this Annual Report, as certain entities meet the denition of subsidiaries/associates under Ind AS though they are not considered as such under the Companies Act, 2013.

Further, during the year under review, no entity ceased to be a Subsidiary, Joint Venture, or Assoc iate of the Company.

Details are annexed as Annexure B

14. SIGNIFICANT AND MATERIAL ORDERS:

There are no signicant and material orders passed by the regulatorsmpact the going con or courts or tribunals which i -cern status and the Companys operations in future.

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

There are no material changes and commitments, aecting the financial position of the Company, haveoccurred between the end of financial year of the Company i.e. March 31, 2025 to the date of this Report.

16. TRANSFER TO INVESTOR EDUCTION AND PROTECTION FUND:

During the year, there were no amounts which are required to be transferred, to the Investors Education and Protection

Fund by the company.

17. 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).

18. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual 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 setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2024-25, the Company has received NIL complaints on sexual harassment, out of which NIL complaints have been disposed o and NIL complaints remained pending as of March 31, 2025. https://grandcontinenthotels.com/POSH-Policy.pdf

19. 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.

20. 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

21. 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 2024-25.

Name of Directors	Date of Appointment	Category Cum Designation	Nature of change	Designation Change eective from	No. of Shares held as on March 31, 2025
Mr. Ramesh Siva DIN:02449456	November 11,2011	Promoter Cum Managing Director	Appointment as a Managing Director	June 01, 2024	91,21,200 Equity Shares
Mrs. Vidya Ramesh DIN: 02127241	November 11,2011	Promoter Cum Whole time Director	Appointment as a Whole time Director	June 01, 2024	45,47,300 Equity Shares
Ms. Deepthi Shiva DIN: 08416405	December 31,2020	Non-Executive non-Independent Director	Appointment	-	-
Mr. V Swaminathan* DIN: 00238629	May 31,2024	Non-Executive Independent Director	Appointment as an Independent Director	July 18,2024	-
Mr. Prem Rajani# DIN:00062833	May 31,2024	Non-Executive Independent Director	Resignation from Independent Director	October 28,2024	-
Mr. Mithun Jayaraman DIN:09165361	July 18,2024	Non-Executive Independent Director	Resignation from Independent Director	November 06,2024	-
Mr. Chandrasekhar Sundaram DIN: 00024184	November 05, 2024	Non-Executive Independent Director	Appointment	-	-

* Mr. V. Swaminathan was appointed as an Additional Director on May 31, 2024, in the Board Meeting.

He was regularized as a Director in the 13th Annual General Meeting held on June 27, 2024, and subsequently appointed as a Non-Executive Independent Director in the Board Meeting held on July 18, 2024.

# Mr. Prem Rajani was appointed as an Additional Director on May 31, 2024, in the Board Meeting. His designation was changed to Non-Executive Independent Director in the 13th Annual General Meeting held on June 27, 2024 and was resigned as an Independent Director on October 28, 2024.

As on March 31, 2025, 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 who are related to each other as per the provisions of the Act.

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 Regulations. 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 20 (Twenty) times. The interve ning gap between the Meetings was within the period prescribed under section 173 of the Act.

Also, the company has passed 5(ve)Circular Resolutions dated 05th July 2024, 11th July 2024, 03rd September 2024, 27th September 2024 and 16th October 2024.

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

Sr	Date of Board	Name of the Directors
No	Meeting	Ramesh Siva	Vittal Vidya Ramesh	Deepthi Shiva	V Swaminathan*	Prem Rajani#	Mithun Jayaraman^	Chandrasekhar Sundaram$
1	10-05-2024	Yes	Yes	Yes	NA	NA	NA	NA
2	31-05-2024	Yes	Yes	Yes	No	No	NA	NA
3	22-06-2024	Yes	Yes	Yes	No	No	NA	NA
4	12-07-2024	Yes	Yes	Yes	No	Yes	NA	NA
5	24-07-2024	Yes	Yes	No	Yes	No	Yes	NA
6	05-08-2024	Yes	Yes	No	Yes	No	Yes	NA
7	14-08-2024	Yes	Yes	No	Yes	No	Yes	NA
8	04-09-2024	Yes	Yes	Yes	Yes	No	Yes	NA
9	24-09-2024	Yes	Yes	Yes	No	No	Yes	NA
10	29-09-2024	Yes	Yes	Yes	No	No	Yes	NA
11	01-11-2024	Yes	Yes	No	Yes	NA	Yes	NA
12	06-11-2024	Yes	Yes	Yes	Yes	NA	NA	Yes
13	14-11-2024	Yes	Yes	Yes	Yes	NA	NA	Yes
14	21-11-2024	Yes	Yes	Yes	Yes	NA	NA	Yes
15	06-02-2025	Yes	Yes	Yes	Yes	NA	NA	Yes
16	10-03-2025	Yes	Yes	Yes	Yes	NA	NA	Yes
17	12-03-2025	Yes	Yes	Yes	Yes	NA	NA	Yes
18	13-03-2025	Yes	Yes	Yes	Yes	NA	NA	Yes
19	25-03-2025 at 09.15.A.M	Yes	Yes	Yes	Yes	NA	NA	Yes
20	25-03-2025 at 6.45 P.M	Yes	Yes	Yes	Yes	NA	NA	Yes

^ Mr Mithun Jayaraman has ceased to be an Non-Executive Independent Director w.e.f 06th November 2024. # Mr Prem Rajani has been appointed as an Non-Executive Independent Director on 31st May, 2025 ceased to be an Independent Director w.e.f 28th October 2024 $ Mr. Chandrasekhar Sundaram has been appointed as an Non-Executive Independent Director w.e.f 05th November 2024 in the duly convened EGM

* Mr.V Swaminathan has been appointed as an Non-Executive Independent Director w.e.f 31st May 2025. d) General Meetings:

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

S. No.	Number of General Meeting	Date of General Meeting
1.	1st Extra Ordinary General Meeting	27th May, 2024
2.	13th Annual General Meeting	27th June,2024
3.	2nd Extra Ordinary General Meeting	18th July,2024
4.	3rd Extra Ordinary General Meeting	24th August 2024
5.	4th Extra Ordinary General Meeting	10th September 2024
6.	5th Extra Ordinary General Meeting	24th October 2024
7.	6th Extra Ordinary General Meeting	05th November 2024
8.	7th Extra Ordinary General Meeting	08th November 2024

e) Retirement by Rotation and subsequent re-appointment:

Mr. Ramesh Siva (DIN: 02449456), Managing 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 Qualication of Directors) Rules, 2014 (including any statutory modi cation(s) or re-enactment(s) thereof for the time being in force), and being eligible have oered himself for reappointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM.

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 14th Annual General eeting. M

2. KEY MANAGERIAL PERSONNEL["KMP"]:

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

S. No.	Name of the KMPs	Designation
1	Mr. Ramesh Siva	Chairman and Managing Director
2	Mrs. Vittal Vidya Ramesh	Whole-Time Director
3	Mr. Mithun Jayaraman*	Chief Financial O cer
4	Ms. Aastha Kochar#	Company Secretary & Compliance O cer

* Mr. Mithun Jayaraman was appointed to act as Chief Financial O cer of the company w.e.f 06th November 2024 in place of Mr. Ananthakrishnan V who has tendered his resignation from the position of Chief Financial O cer on the same day.

# Further, the Company has appointed Ms. Aastha Kochar as Company Secretary & Compliance O cer of the Company w.e.f. 24th September, 2024 as Ms. Uma Jhawar tendered her resignation w.e.f. 24th September, 2024 from the position of Company Secretary, However, she continued working as an Assistant Company Secretary till date.

22. 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, eectiveness 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, eectiveness 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.

Separate Meeting of independent directors was held 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 Independent Directors was done by the entireBoard, excluding the Independent Director being evaluated.

23. 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, conrm that: a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting s tandards 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 aairs of the Company at the end of the financial year and of the proor loss of the Company for that year; c) The Directors had taken proper and su cient 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, 2025 on going conce rning basis. e) The Directors had laid down the financial ternal Financial controls to be Controls are adequate and operate eectively; and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that ectively such systems were adequate and operating

24. DECLARATION OF INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Executive

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.

25. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on March 09, 2025, March 13,2025 and March 31st, 2025. inter alia, to discuss:

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 ow of information between the management and the Board that is necessary for the Board to eectively and reasonably perform its duties.

26. 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 ned hotel properties, ope oering them rst-hand exposure to operational work ows, service quality standards, facility , and guest safety layouts protocols. Such visits part of our structured familiarization programme not only enrich their understanding of the hospi -tality business model but also enable meaningful oversight of project execution and regulatory compliance. Details are available on the website of the Company at https://grandcontinenthotels.com/familarisation-Final.pdf

27. 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.

A. 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") on14th August 2024 and reconstituted on 06 th November 2024.

During the year under review, the Audit Committee met 5 (Five) times viz.04th September 2024, 29th September 2024,14th November 2024, 09th March 2025 & 12th March 2025. The intervening gap between two Meetings did not exceed one hundred and twenty days.

Further, two circular resolutions have been passed on 16th November 2024 & 13th November 2025. The composition of the Committee and the details of Meetings attended by its members are given belo w:

Name	Category	Designation	Number of Meetings during the financial year 2024-25
			Eligible to attend	Attended
Mr. Mithun Jayaraman*	Non-Executive Independent Director	Chairperson	2	2
Mr. Ramesh Siva	Executive Director	Member	5	5
Mr. V Swaminathan^	Non-Executive Independent Director	Chairman/Member	5	4
Mr. Chandrasekhar Sundaram#	Non-Executive Independent Director	Member	3	3

*Mr. Mithun Jayaraman resigned as a non-executive independent director as on 06th November 2024.

^ V Swaminathan has been appointed as a chairman upon reconstitution of the committee post resignation of Mr. Mithun Jayaraman.

# Mr. Chandrasekhar Sundaram is appointed as a non-executive independent director on 05th November 2024.

The Statutory Auditors of the Company are invited in the Meeting of the Committee wherever requirements. Company Secretary and Chief Financial O cer 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 https://grandcontinenthotels.com/Whistle-Blower-Policy-Final.pdf

B. 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 Certi ates; Non-receipt of Annual Report; Dividend Warrants, etc. on 14th August 2024 and reconstituted on 06th November 2024.

During the year under review, Stakeholders Grievance & Relationship Committee met 1 (One) time viz on _04th Septermber, 2024

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 2024-25
			Eligible to attend	Attended
Mr. V Swaminathan	Non-Executive Independent Director	Chairperson	1	1
Ms. Deepthi Shiva	Non-Executive Director	Member	1	1
Mr. Prem Rajani*	Non-Executive Independent Director	Member	1	0
Mr. Mithun Jayaraman#	Non-Executive Independent Director	Member	1	0
Mr. Chandrashekhar Sundaram^	Non-Executive Independent Director	Member	1	1

*Mr. Prem Rajani resigned on 28th October 2024 as an Non-Executive Independent Director. #Mr. Mithun Jayaraman resigned as a Non-Executive Independent Director on 06th November 2024.

^Mr. Chandrasekhar Sundaram is appointed as a Non-Executive Independent Director on 05th November 2024.

INVESTOR GRIEVANCES REDRESSAL STATUS & STATUS OF SCORES

The details of complaints received and resolved during the Financial given Year in the Table below. The complaints relate to non-receipt of , annual other report, investor grievances, etc.

Details of complaints received and resolved during the Financial Year 2024

Particulars	Number of Complaints
Opening as on April 1, 2024	-
Received during the year	2
Resolved during the year	1
Closing as on March 31, 2025	1

*As Company got listed on 27th March 2025 and received a one Complaints on 30th March, 2025 which was resolved on 02nd April 2025.

C. 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") 14th Augu st 20224 and reconstituted on 06th November 2024 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 qua lied to become Directors and may be appointed in senior management and recommend their appointments and remo val. During the year under review, Nomination and Remuneration Committee met 5 (ve times) viz on 4th September 2024,24th September 2024,01st November 2024,06th November 2024 & 26th November 2024.

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 2024-25
			Eligible to attend	Attended
Ms. Deepthi Shiva	Non-Executive Director	Chairperson	5	5
Mr. Prem Rajani*	Non-Executive Independent Director	Member	2	1
Mr. V Swaminathan	Non-Executive Independent Director	Member	5	3
Mr. Mithun Jayaraman#	Non-Executive Independent Director	Member	3	2
Mr. Chandrashekhar Sundaram^	Non-Executive Independent Director	Member	2	1

*Mr. Prem Rajani resigned as on 28th October 2024

#Mr. Mithun Jayaraman resigned as a Non-Executive Independent Director on 06th November 2024.

^Mr. Chandrasekhar Sundaram is appointed as a Non-Executive Independent Director on 05th November 2024. l 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 https://grandcontinenthotels.com/NRC-Policy.pdf 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 )
1	Mr. Ramesh Siva	Managing Director	48,00,000
2	Mrs. Vittal Vidya Ramesh	Whole–time Director	30,00,000
3	Mr. Mithun Jayaraman	Chief Financial O cer	12,50,0000
4	Ms. Aastha Kochar	Company Secretary & Compliance O cer	3,00,000

*Mr. Ananthakrishnan V tendered his resignation w.e.f. 06th November nancial2024 O cer and Mr. Mithun Jayaraman was appointed to act as Chiefe- Financial diate eect.

#Ms. Uma Jhawar has tendered her resignation w.e.f. 24th any -Sec September retary and continued working as an Assistant Company Secretary tillin her date. place Ms. Aastha Kochar as Company Secretary cerof & the Compliance Company O w.e.f. 24th 2024.

28. 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 O ce 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 rst proviso to Section 136(1) of the Act, the Annual Reportexcluding 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 cs@grandcontinenthotels.com The said particulars shall be open for inspection by the Members at the registered o ce 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.

29. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: A. Conservation of Energy: i.) The steps taken or impact on conservation of energy:

During the year under review, your Company was not ivity.engaged in

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 eects of global warming and climate change. The Company carries on its activities in an environmentally friendly and energy e cient manner. ii.) The steps taken by the Company for utilizing alternate sources of energy: Not applicable ii.) The capital investment on energy conservation equipment: Not Applicable

B. Technology Absorption: i.) Major eorts made towards technology absorption:

The Company has not entered into any technology agreement or ii.) The benets derived like product improvement, cost substitution: reduction,

Not Applicable 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

C. 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	2024-25	2023-24
1	Foreign Exchange Earned	-	-
2	Foreign Exchange Outgo	-	-

30. 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.

31. RISK MANAGEMENT

The process of identifying, evaluating, and prioritizing risks is known as risk management. This is preceded by coherent initiatives aimed at minimizing, oversee, and ameliorate (or control) the probability and/or impact of unfortunate events or to maximize opportunities for achievement. The Company has established a thorough risk assessment and minimization process, which is periodically reviewed by the Board. These processes are examined to make sure executive management eectively manages risk using a strictly delineated framework.Thecompanyhas identi the major risks, and processes and measures for mitigating those risks have been developed in areas like business, project execution, events, nancial, human, environmental, and statutory compliance.

32. AUDITORS

32.1 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 Mr. Aneesh Ho sangadi as the Internal Auditors of the Company for the Financial Year 2024-25.

32.2 STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Act read s. withBhutarules Shah

& Co. LLP., Chartered Accountant, Mumbai (FRN: 101474W],) has beenyour appointed - Com pany in the AGM of the year FY 22-23 till the conclusion emuneration of ensuing as may be decided by the Board and for further ve yearsaid subjectAGM. to In accordance with the provisions of the Act, the appointmentd to be of edat rati every AGM. The Statutory Auditors have however conrmedthat they are not Statutory disqualied Auditors and are eligible to hold o ce as Statutory Auditors of your

32.3 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 4-25 202

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

32.4 SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to Section 204 of the Act, your Company had appointed M/s. Amisha & Co., Company Secretar ies, as its Secretarial Auditors to undertake the Secretarial Audit of your Company for the nancialyear ended March 31, 2025. The Secretarial Audit Report in the prescribed Form No. MR-3 is attached as ANNEXURE - E.

Observations: Its observed that the Company is generally regular lingthe forms and returns w ith ROC within the prescribed time, whereas there were certain instances of delay in ling of few forms under revie w and the same were led with theadditional fees.

Management Reply: The delay in ling of certain forms was primarily due to the transition phase wh erein the Com -pany underwent signicant changes, including the set-up of a newany from private to public, along with the process of listing. Owing to the heavy workload during this period , there were certain delays; however, all such forms have been duly led with the applicable additional fees. The Company is now regular in ling all forms and returns within the prescribed timelines.

33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an e ective internal control system, which ensures that all the assets of the Compa ny are safeguarded and protected against any loss from unauthorized use or disposition.

The Internal Auditors of the Company carried out review of the internal control systems and procedures.

The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

34. CORPORATE GOVERNANCE:

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

35. CORPORATE SOCIAL RESPONSIBILITY:

During the financial year ended March 31, 2025, the Company incurred CSR contribution 4,78,802/- (Rupees Four of Lakhs Seventy-Eight Thousand Eight Hundred Two 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 certicate from Chief Financial O cer as required underection 135, of S the Companies Act,2013.

CSR Policy of the Company the CSR Policy of the Company is available on the website of the Company at https://grandcontinenthotels.com/CSR-Policy-Final-1.pdf The projects to be undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013.

36. 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.

37. 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 qualica -tion, reservation or adverse remark. The Auditors Report is enclosed with the nancialstatements in this Annual Report.

38. REPORTING OF FRAUD:

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

39. 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.

40. 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:

It is not applicable to the Company during the year under review, as there exist no Loans/Borrowing from any Bank,

Financial Institution, etc. in any form or nature.

41. 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 alingwhile withde the shares of the Company and cautioning them on the consequence of non-compliances. The Companyretary Sec has been appointed as a Compliance O cer and is responsible for monitoring adherence to thee code Code. Th of conduct to regulate, monitor and report trading by insiders is also available on the website of the Company at https://grandcontinenthotels.com/COC-Insider-Trading.pdf

42. GREEN INITIATIVES

The Notice of the AGM and the Annual Report 2024-25 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 2024-25 will also be accessible at the website of the Company i.e. www.grandcontienthotels.com

43. 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 dier materially from what is expressed herein.

44. GENERAL DISCLOSURE:

Your Directors conrm that the Company has made all necessary disclosures innce with the re this Report in accorda -quirements 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: (i) Details of non-compliance by the listed entity. Penalties imposed on the Board or any statutory authority on any matter related to capitals; markets

There was no non-compliance during the financial year 2024-25 and no strictures actions passed on the Company by the Stock Exchanges, SEBI or any other Statutory Authority.

(ii) Details of establishment of Vigil Mechanism Whistle Blower Policy and a denied access to the Audit Committee ;

The Company has in place a Vigil Mechanism / Whistle Blower Policy 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 a rmed that no employee has been denied access to the Audit Committee.

(iii) Details of Material Subsidiaries of the company along with web link where policy for determining "Material Subsid -iaries" of the year:-Not Applicable

(iv) Utilisation of funds raised through preferential allotment or qualied institutions placement as specied under 32(7a) ; -Not Applicable

(v) 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 2023-24 is as under :

Payment to Statutory Auditors	FY 24-25 ( in Lakhs)
Audit Services	10.14
Non-Audit Services	1.43
Total Fees( )	11.57

(vi) Disclosure by the company and its subsidiaries of ‘loans and advances in the nature of loans to rms/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.

45. APPRECIATION AND ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for signicant contributions made 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 condence reposed in the and look forward to having the same support in all future endeavors.

Registered o ce:
S No. 245/1A/1B Venpursham Village,
Mamallapuram,Veeralapakkam,
Thiruporur, Chengalpattu,
Tamil Nadu 603110
	FOR, GRAND CONTINENT HOTELS LIMITED
	(Formerly Known as Grand Continent Hotels Private Limited)
Place: Bangaluru	Ramesh Siva Vittal Vidya Ramesh
Date: 23rd August, 2025	Chairman & Managing Director Whole Time Director
	DIN: 02449456 DIN: 02127241