Gujarat Hotels Ltd Management Discussions

<dhhead>REPORT OF THE BOARD OF DIRECTORS & MANAGEMENT DISCUSSION AND ANALYSIS</dhhead>

FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2025

BUSINESS ENVIRONMENT

Global economic growth for the year 2024 remained at 3.3%¹(vs. 3.5% in 2023) - 40 bps below long-term trend rates². Advanced economies recorded a growth of 1.8% (vs. 1.7% in 2023) while Emerging economies witnessed deceleration in growth to 4.3% (vs. 4.7% in 2023).

As per IMFs World Economic Outlook of April 25, the global economy is expected to grow at a slower pace of 2.8% in 2025. While Advanced economies are now projected to grow at a lower rate of 1.4% and Emerging Markets and Developing Economies are estimated to grow at 3.7% in 2025.

Rising geo-political tensions, geo-economic developments and extreme weather events have resulted in heightened uncertainty and volatility in the operating environment.

The Indian economy remains a bright spot amidst a global slowdown and is expected to sustain its position as the fastest growing large economy. As per the provisional estimates released by Ministry of Statistics and Programme Implementation (MoSPI), Indias real GDP is projected to have grown by 6.5% in 2024-25. Going forward, real GDP is expected to grow at a similar pace in FY 2025-26.

In FY 24-25, Indian Hospitality Industry sustained its strong growth momentum, establishing new benchmarks. Growth continued to be driven by economic stability, favorable demographics, robust domestic demand outpacing supply, and the governments thrust on improving infrastructure and connectivity in the country.

Indias tourism sector, rich in heritage, culture, and diversity, is emerging as a key driver of economic growth, playing a vital role in the Indian economy. As per World Travel and Tourism Council, the direct economic contribution of the Travel & Tourism sector to the Indian GDP in 2024 was Rs. 20.9 trillion (growth of 19.9% over 2019). contributing 6.6%to the overall GDP of the country.

During the year, the sector witnessed robust growth, with domestic air passenger traffic exceeding 2019 (pre-pandemic) levels by 12%. Foreign tourist arrivals, while growing over the previous year by 1.5%, remained below pre-pandemic levels by 12%, indicating significant headroom for growth.

During 2024, the industry continued to witness strong growth in supply as well as demand of hotel rooms. Branded hotels inventory in India grew at a robust 8% over the previous year

1 IMF WEO April’25

2 Average Global Real GDP growth from 2010 to 2019

More than 2/3rd of this new supply was outside the top 10 markets of India. On the other hand, demand also witnessed a robust growth of 11% over previous year. During the year, the industry Average Daily Rate (ADR) stood at Rs. 7,951 - up 40% over 2019 levels. Revenue per Available Room (RevPAR) also recorded strong growth of 39% over 2019 levels to touch Rs. 5,078 in 2024. Occupancy rates were sustained in spite of robust growth in ADRs.

Source: Horwath HTL India Hotel Market Review 2024.

The demand for upscale rooms in Gujarat in FY 24-25 has grown by 14% over the previous year and around 4 times compared to FY 18-19.

Gujarat recorded marginal de-growth RevPAR levels compared to previous year however in Vadodara city the RevPAR grew by 18%.

The Government of Gujarat in its budget for FY 25-26 has allocated Rs. 278 crore for high-speed corridors with heavy traffic including Vadodara to Ektanagar (Statue of Unity) and Rs. 210 crore for the development of a new greenfield airport at Dahod and expansion of existing airports at Porbandar, Bhavnagar, Surat and Vadodara.

FINANCIAL PERFORMANCE

During the year under review, your Company earned license fees of Rs. 410.37 lakhs (previous year Rs. 344.02 lakhs) from ITC Limited (ITC) up to December 2024 and ITC Hotels Limited (‘ITCHL)w.e.f. 1^st January 2025, and total income of Rs. 744.75 lakhs (previous year Rs. 633.21 lakhs). Total income showed an increase during the year 2024-25, contributed by 19% growth in revenue from operations and 16% growth in other income. Pre- and post-tax profits increased to Rs. 693.90 lakhs (previous year Rs.585.27 lakhs) and Rs. 529.87 lakhs (previous year Rs. 472.24 lakhs), respectively.

REPORT OF THE BOARD OF DIRECTORS & MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2025

PROFITS, DIVIDEND AND RETAINED EARNINGS

(Rs. in Lakhs)

PARTICULARS	2024-25	2023-24
PROFITS
a. Profit Before Tax	693.90	585.27
b. Tax Expense
Current Tax	94.54	77.06
Deferred Tax	69.49	35.97
c. Profit for the year	529.87	472.24
d. Other Comprehensive Income	-	-
e. Total Comprehensive Income	529.87	472.24

STATEMENT OF RETAINED EARNINGS

a. At the beginning of the year	3,732.20	3,335.71
b. Add: Total Comprehensive Income	529.87	472.24
c. Less: Dividend paid	94.69	75.75
d. At the end of the year	4,167.38	3,732.20

Your Directors are pleased to recommend Final Dividend of Rs. 3.00 per Equity Share of Rs. 10/- each (previous year Rs. 2.50 per Equity Share) for the financial year ended 31^st March, 2025. Total cash outflow on account of Final Dividend will be Rs. 113.63 lakhs (previous year Rs. 94.69 lakhs).

Details of changes in Key Financial Ratio and Return on Net Worth

Pursuant to Schedule V (B) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), there has been significant change (25% or more) in below stated key financial ratio(s) along with the Change in Return on Net Worth of your Company as summarized below:

Financial Ratio	2024-25	2023-24	% Change	Reason for change
Current Ratio	64.09	49.83	28.6%	Increase in investments on account of Mark to Market gains and additional investment during the year
Return on Net Worth (%)	11.44	11.20	2.1%	Higher revenue and profitability in current year

HOTEL OPERATIONS

Your Companys Hotel, Welcomhotel Vadodara, licensed to ITCHL, recorded an income of Rs. 2,734.52 lakhs during the year as compared to Rs. 2,289.21 lakhs in the previous year.

The Food & Beverage segment of your Companys Hotel continues to be a major strength. The Peshawri restaurant & the Welcomcafe Cambay are leaders in premium dining segment.

As reported earlier, your Company has filed a writ petition in the Gujarat High Court seeking that the Gujarat State Government be directed to take action on your Companys application to have the leasehold land of the Hotel converted to freehold and transferred to your Company as per the existing government

policy in this regard. The Honble High Court passed an Order on 24^th December, 2014 restraining the State Government from disturbing the peaceful and actual possession of the Company over the hotel property in any manner including construction thereon. The writ petition is pending.

Your Company is also making all efforts for expeditious conversion of land from leasehold to freehold or in the alternative, extension of the Lease. For further details, please refer to Note No. 20A to the Financial Statements.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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

INTERNAL FINANCIAL CONTROLS

Your Company is managed by the Board of Directors (the Board) and the Executive Management with clearly defined roles, responsibilities and authorities. The Executive Management is responsible for the day-to-day conduct of the affairs of the Company, within the overall framework approved by the Board. GHL Code of Conduct requires the Management to conform to the financial and accounting policies, systems and processes, conduct business ethically and ensure strict compliance with all applicable laws and regulations. The Code of Conduct has been widely communicated at all levels and provide the foundation for Internal Financial Controls with reference to your Companys Financial Statements.

Your Companys Financial Statements are prepared on the basis of the Material Accounting Policies that are carefully selected by the Management and approved by the Audit Committee and the Board. These Policies are reviewed and updated from time to time and audited by the Internal Auditor whose findings and recommendations are reviewed by the Audit Committee and tracked through till implementation.

Your Company has in place adequate internal financial controls with reference to Financial Statements. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial information; complying with applicable statutes; and ensuring that transactions are carried out with proper authorisation. Such controls have been assessed during the year taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. Based on the results of this assessment carried out by the Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed. Nonetheless, your Company recognises that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes are undertaken to ensure that such systems are reinforced on an ongoing basis.

REPORT OF THE BOARD OF DIRECTORS & MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2025

RISK MANAGEMENT

Your Company continues to focus on a system-based approach to manage its business risks. Backed by strong internal control systems, the current Risk Management Framework consists of the following key elements:

• The Board has clearly laid down the roles and responsibilities of the Executive Management in relation to risk management covering a range of responsibilities, from strategic to operational. These role definitions, inter-alia, provide the foundation for appropriate risk management procedures, their effective implementation and independent monitoring and reporting by Internal Auditor.

• A combination of policies and procedures, bring robustness to the process of ensuring that business risks are effectively addressed.

• Appropriate structures are in place to proactively monitor and manage the inherent risks in business with unique / relatively high-risk profiles.

• Internal Audit, an independent and external function carries out risk focused audits, enabling identification of areas where risk management processes may need to be further strengthened. These audits are conducted by M/s Shah & Talati, Chartered Accountants who are the Internal Auditor of the Company. The Audit Committee of the Board reviews Internal Audit findings and provides strategic guidance on internal controls. The Audit Committee closely monitors the internal control environment within your Company, including implementation of action plans emerging out of internal audit findings.

• A robust and comprehensive framework of strategic planning and performance management ensures realisation of business objectives based on effective strategy implementation. The annual planning exercise requires identification of top risks and sets out a mitigation plan with agreed timelines and accountabilities. Significant risks are periodically reviewed by the Chief Executive Officer who confirms that all relevant risks have been identified, assessed, evaluated and that appropriate mitigation systems have been implemented.

A combination of policies and processes adequately addresses the various risks associated with your Companys business. The risk management practices of your Company and Internal Audit processes, have been found to be relevant and commensurate with the size and complexity of its operations.

AUDIT AND SYSTEMS

Your Company believes that strong internal controls that are commensurate with the size and scaleof your Companys operations are concomitant to the principle of governance that freedom of management should be exercised within a framework of appropriate checks and balances.

Your Company remains committed to ensuring a mature and effective internal control environment that, inter-alia provides assurance on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds / errors, accuracy and completeness of accounting records, timely preparation of reliable financial information, adherence with relevant statutes and compliance with related party transactions.

Your Companys independent and robust Internal Audit processes provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements.

M/s Shah & Talati, the Internal Auditor, have assured the Company that they are adequately skilled and resourced to deliver high standards of audit assurances.

The Audit Committee of your Board met four times during the year. The Terms of Reference of the Audit Committee, inter- alia, include reviewing the adequacy and effectiveness of the internal control environment, monitoring implementation of the action plans emerging out of review of significant Internal Audit findings including those relating to strengthening of your Companys risk management systems and discharging of statutory mandates.

:12.0pt;font-family:Arial; mso-bidi-font-family:"Times New Roman">The Statutory Auditor and Secretarial Auditor of your Company have not reported any fraud to the Audit Committee or the Board under Section 143 (12) of the Companies Act, 2013 (the Act) including Rules made thereunder.

HUMAN RESOURCE DEVELOPMENT

Your Company firmly believes that its employees are its core strength and accordingly development of people and providing a favorable work environment is the key priority to drive business objectives and goals.

As part of your Companys commitment to create a place where people can be successful both professionally and personally, efforts are made to create wholistic employee experience with equal importance on growth, engagement, and well-being. Endeavor is also made to provide specially crafted programs and practices to enable employees to perform at their full potential and set them up to succeed.

Your Company is dedicated in providing a safe, conducive and healthy working environment that enables its employees to work without fear of prejudice and gender bias. Your Company has put in place Grievance Redressal Procedures as per the provisions of the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under. Your Company has Internal Committee to ensure that adequate preventive measures are taken and grievances in this regard, if any, are effectively addressed. During the year under review, no complaint relating to sexual harassment was received.

WHISTLEBLOWER POLICY

Your Companys Whistleblower Policy, approved by the Board of Directors, encourages all stakeholders including its Directors and employees to promptly bring to the Companys attention instances of any actual, potential or suspected instances of illegal or unethical conduct, incidents of fraud, actions that undermine the financial integrity of your Company, instances of leak of unpublished price sensitive information that could adversely impact the Companys operations, business performance and / or reputation etc. The Policy requires your Company to investigate such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Companys Policy to ensure that no complainant is victimised or harassed for bringing such incidents to the attention of the Company.

The practice of the Whistleblower Policy is overseen by the Audit Committee and no employee was denied access to the Committee during the year. The Whistleblower Policy is available on the Companys website at https://www.gujarathotelsltd.in/policies/policies/Whiste- Blower-Policy.pdf.

During the year, your Company did not receive any complaint under the Whistleblower Policy.

DEPOSITS

Your Company has not accepted any deposit under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

DIRECTORS

• Changes in Directors

During the year under review, Ms. Sungita Sharma (DIN: 10590445) and Mr. Sushil Kumar (DIN: 08460461) were appointed, with your approval, as Independent Directors of the Company for a period of five years with effect from 15^th May, 2024 and 29^th September, 2024, respectively. In the opinion of the Board of Directors (Board), Ms. Sungita Sharma and Mr. Sushil Kumar possess the required integrity, expertise and experience for appointment as Independent Directors of your Company. Further, Mr. Mohan Swarup Bhatnagar (DIN: 00834857) with your approval, was re-appointed as Independent Director for another term of five year with effect from 28^th June, 2024.

Mr. Arif Musa Patel (DIN: 10051869) was appointed as Non-Executive Director, liable to retire by rotation, with your approval, with effect from 29^th September, 2024.

Mr. Mahalinga Narayanan and Mr. C. K. Koshy completed their respective terms as Independent Directors with effect from close of work on 28^th September, 2024, and Ms. Benita Sharma stepped down from the Board

with effect from 14^th May, 2024. Your Directors place on record their appreciation for the contribution made by Mr. Narayanan, Mr. Koshy and Ms. Sharma during their respective tenures with your Company.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with Article 147 of the Articles of Association of your Company, Mr. Anil Chadha (DIN: 08073567) Director, will retire by rotation at the ensuing AGM and being eligible, offers himself for re-election. Your Board has recommended his re-election.

Number of Board Meetings

Four meetings of the Board were held during the year ended 31^st March, 2025 on 18^th April, 2024, 25^th July, 2024, 15^th October, 2024 and 17^th January 2025.

Attributes, Qualifications & Independence of Directors and their Appointment

The Nominations and Remuneration Committee has laid down the criteria for determining qualifications, positive attributes and independence of Directors (including Independent Directors). The criteria, inter alia, requires that Non-Executive Directors, be drawn from amongst eminent professionals with experience in business / finance / law / public administration and enterprises.

In case of appointment / re-appointment of Independent Directors, the Nominations and Remuneration Committee evaluates the balance of skills, knowledge and experience on the Board, and also the role and capabilities required for appointment as an Independent Director of your Company.

The Board Diversity Policy of the Company requires the Board to have a balance of skills, competencies, experience and diversity of perspectives appropriate to your Company. The skills, expertise and competencies of the Directors as identified by the Board, along with those available in the present mix of the Directors of your Company, are provided in the Report on Corporate Governance, forming part of the Report and Accounts.

The Articles of Association of the Company provides that the strength of the Board shall not be fewer than three nor more than twelve. Directors are appointed / re-appointed with the approval of the Members. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise approved by the Members. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

The Independent Directors of your Company have confirmed that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations, (b) they are independent from

the management of your Company, and (c) they are not aware of any circumstance or situation which could impair or impact their ability to discharge duties with an objective, independent judgment and without any external influence. In the opinion of the Board, the Independent Directors fulfil the conditions prescribed under the Act and the Listing Regulations, and are independent of the management of your Company.

• Evaluation of Board, Board Committees and Individual Directors

The Nominations and Remuneration Committee, formulated the Policy on Board evaluation, evaluation of Board Committees functioning and individual Director evaluation, and also specified that such evaluation will be done by the Board.

Your Company believes that it is the collective effectiveness of the Board that impacts Companys performance, the primary evaluation platform is that of collective performance of the Board as a whole. Board performance is assessed, inter alia, against the roles and responsibilities of the Board as provided in the Act and the Listing Regulations. The parameters for Board performance evaluation have been derived from the Boards core role of trusteeship to protect and enhance shareholder value as well as fulfil expectations of other stakeholders through strategic supervision of your Company. Evaluation of functioning of Board Committees is based on discussions amongst Committee members and are shared by the Chairperson of respective Committee with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings and in assisting the Board in realising its role of strategic supervision of the functioning of your Company in pursuit of its purpose and goals. The peer group ratings of the individual Directors are collated and made available to the Chairman of your Company.

While the Board evaluated its performance against the parameters laid down by the Nominations and Remuneration Committee, the evaluation of individual Directors was carried out against the laid down parameters in order to ensure objectivity. Reports on functioning of the Committees were placed before the Board. The Independent Directors of the Board also reviewed the performance of the Chairman, other non-Independent Directors and the Board, pursuant to Schedule IV of the Act and Regulation 25 of the Listing Regulations.

REMUNERATION POLICY

Details of the Companys Policy on remuneration of Directors,

Key Managerial Personnel and other employees are provided

in the Report on Corporate Governance forming part of the

Report and Accounts.

KEY MANAGERIAL PERSONNEL

During the year there were following changes in the Key Managerial Personnel:

(i) Mr. Avinash Deshmukh resigned with effect from close of work on 5^th July, 2024, from the position of Chief Executive Officer (CEO) of the Company. The Board, on the recommendation of the Nominations and Remuneration Committee, appointed Mr. Rohit Mallick, as the CEO of your Company with effect from 25^th July, 2024, in terms of the provisions of Section 203 of the Act. Mr. Mallick is on deputation from ITC Hotels Limited.

(ii) Ms. Sneha Gupta resigned with effect from close of work on 15^th June, 2024, from the position of Company Secretary (CS) of the Company. The Board, on the recommendation of the Nominations and Remuneration Committee, appointed Ms. Swati, as the CS of your Company with effect from 25^th July, 2024, in terms of the provisions of Section 203 of the Act. Ms. Swati is on deputation from ITC Hotels Limited.

(iii) Mr. Nitish Goenka, Chief Financial Officer (CFO) of the Company, who was on deputation from ITC Limited (ITC), reverted to ITC and accordingly resigned as the CFO of your Company with effect from close of work on 25^th July, 2024. The Board, on the recommendation of the Nominations and Remuneration Committee and Audit Committee, appointed Mr. Abhishek Kanodia, as the CFO of your Company with effect from 26^th July, 2024, in terms of the provisions of Section 203 of the Act. Mr. A Kanodia was on deputation from ITC Hotels Limited.

Further Mr. A. Kanodia resigned with effect from close of work on 6^th March, 2025 from the position of CFO. The Board, on the recommendation of the Nominations and Remuneration Committee and Audit Committee, appointed Mr. Rishabh Punjabi, as the CFO of your Company with effect from 7^th March, 2025, in terms of the provisions of Section 203 of the Act. Mr. Punjabi is on deputation from ITC Hotels Limited.

AUDIT COMMITTEE & AUDITORS

The composition of the Audit Committee is provided under the section Board of Directors & Committees in the Report and Accounts.

Statutory Auditors

Messrs. K C Mehta & Co LLP, (KCM) Chartered Accountants (Registration No. 106237W/W100829), were re-appointed with your approval as the Auditors of your Company for a period of five years till the conclusion of the Forty Fifth AGM of the Company.The Board, on the recommendation of the Audit Committee, has recommended for the approval of the

Members, the remuneration of KCM for the financial year 2025-26. Appropriate resolution seeking your approval to the remuneration of KCM is appearing in the Notice convening the 43^rd AGM of your Company.

Secretarial Auditors

Ms. Nayan Handa, Partner, Messrs. Mehta & Mehta, Company Secretaries (Mehta & Mehta), was appointed by the Board as the Secretarial Auditors of your Company to conduct secretarial audit for the financial year ended 31^st March, 2025.

The Report of the Secretarial Auditors, pursuant to Section 204 of the Act, is provided in the Annexure forming part of this Report. The Secretarial Auditors have confirmed that the Company has complied with the applicable laws and that there are adequate systems and processes in the Company commensurate with its size and scale of operations to monitor and ensure compliance with the applicable laws. The Board has approved, on the recommendation of the Audit Committee and subject to the approval of the Members, appointment of Mehta & Mehta as the Secretarial Auditors of your Company to conduct secretarial audit for a period of five financial years commencing from the financial year 2025-26. Appropriate resolution seeking your approval to the appointment of Mehta & Mehta is appearing in the Notice convening the 43^rd AGM of your Company.

INVESTOR RELATIONS

Messrs. MCS Share Transfer Agent Limited are the Registrar and Share Transfer Agent (RTA) of your Company. The details of the RTA and their grievance redressal system are provided in the Shareholders Information section of the Report and Accounts. The Investor Relations section on your Companys website www.gujarathotelsltd.in serves as a user-friendly reference providing up-to-date information and guidance on share-related matters.

RELATED PARTY TRANSACTIONS

During the year under review, all contracts or arrangements entered into by your Company with its related parties were in accordance with the provisions of the Act and the Listing Regulations. All such contracts or arrangements were approved by the Audit Committee and were in the ordinary course of business and on arms length basis.

Disclosure on transactions entered with Related Parties during the financial year 2024-25 are also covered in the Notes to Financial Statements.

The details of related party transactions of the Company in prescribed Form AOC-2, in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in Annexure to this Report. Your Companys Policy on Related Party Transactions, as adopted by your

Board, can be accessed on the Companys website at

https://www.gujarathotelsltd.in/policies/2022/Policy-on-

Related-Party-Transcations_GHL.pdf .

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134 of the Act, your Directors confirm

having:

a) followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any;

b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

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

d) prepared the Annual Accounts on a going concern basis;

e) laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and operating effectively; and

f) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OTHER INFORMATION

• Compliance with the conditions of Corporate Governance

The certificate of your Companys Statutory Auditor, Messrs. K C Mehta & Co LLP, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations, is annexed.

• Going Concern Status

There was no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of your Company or its future operations.

• Cost Records

The Company is not required to maintain cost records in terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

• Annual Return

The Annual Return of the Company is available on its website at https://www.gujarathotelsltd.in/Annual_Return.html .

• Particulars of Loans, Guarantees or Investments

The Company has neither given any loan or guarantee nor made any investment under the provisions of Section 186 of the Act during the year.

• Particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange

Particulars as required under Section 134 of the Act relating to Conservation of Energy, Technology Absorption and Foreign Exchange are provided below:

^A Conservation of Energy:

a) Steps taken or impact on conservation of energy:

Your Companys hotel is committed to adopt eco-friendly and energy conservation practices at its hotel and has accordingly, initiated several eco-friendly processes for energy and water conservation, waste management and measures to control water, noise and environmental pollution. Routine maintenance is performed to keep all equipment in the most efficient state of operations.

As a result of the aforesaid measures, optimum utilization of energy is being achieved in electrical units, PNG and water consumption.

b) Steps taken for utilising alternate sources of energy: NIL

c) Capital investment on energy conservation equipment: NIL

^A Technology Absorption:

a) Efforts made towards technology absorption and benefits derived: NIL

b) Expenditure incurred on research and development: NIL

^x Foreign exchange earnings and outgo:

The Hotel being a licensed property, the foreign

exchange earnings and expenditure belongs to the

licensee.

• Compliance with Secretarial Standards

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

• Employees

The total number of employees of your Company as on 31^st March, 2025 stood at 140 (including employees on deputation from ITC Hotels Limited).

The information required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure forming part of this Report.

The statement containing particulars of employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this Report, may be accessed on the Companys website https://gujarathotelsltd.in.

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words anticipate, believe, estimate, expect, intend, will and other similar expressions as they relate to the Company are intended to identify such forward-looking statements. Your Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

CONCLUSION

Your Company continues to monitor and respond with agility to the evolving situation while managing the uncertainties in the business environment. Your Directors and employees look forward to the future with optimism and stand committed to deliver their best to create a better future for all stakeholders.