HLV Ltd Directors Report

Dear Members,

Your Directors present the 44th Annual Report on the business and operations of your Company, together with the audited accounts for the year ended 31st March, 2025.

1. Financial Performance

The financial performance of the Company during the year under review is summarized below:

Rs. Lakhs

Particulars	Financial year 2024-25	Financial year 2023-24
Revenue from Operations	20,331.09	19,909.45
Other Income	1,509.19	980.20
Total income	21,840.28	20,889.65
Less: Expenses other than finance costs and depreciation / amortization	17,522.31	16,832.98
Less: Finance costs	222.62	240.15
Less: Depreciation and amortization expenses	1,564.42	1,436.23
Profit before exceptional items and Tax	2,530.93	2,380.29
Exceptional items - Profit/ (loss) (net)	81.56	-
Profit before Tax	2,612.49	2,380.29
Tax expense	-	-
Profit after Tax	2,612.49	2,380.29
Other comprehensive income / (loss), net of tax	(168.94)	82.25
Total comprehensive income for the year	2,443.55	2,462.54
Earnings Per Share (Basic and Diluted)	0.40	0.36

During the financial year (“FY”) 2024-25, your Company has achieved a turnover of Rs. 20,331.09 Lakhs as against Rs. 19,909.45 Lakhs in previous Year. Net profit after tax of the Company has increased to Rs. 2,612.49 Lakhs as compared to previous years net profit after tax of Rs. 2,380.29 Lakhs which is an increase of approx. 9.76 % over the previous year.

There has been no fundamental change in the nature of business of the Company during the year ended 31st March, 2025.

2. Share Capital

During the year, the Company has not issued or allotted any securities. The issued and paid-up share capital of the Company as on 31st March, 2025 stands at Rs. 131,85,19,798/- (Rupees one hundred thirty one crores eighty five lakhs nineteen thousand seven hundred ninety eight only) divided into 65,92,59,899 (sixty five crores ninety two lakhs fifty nine thousand eight hundred ninety nine) Equity Shares of face value of Rs. 2/- (Rupees two only) each.

3. Dividend

Your directors do not recommend any dividend for the year ended 31st March, 2025.

4. Transfer to reserves

The Board of Directors have decided to retain the entire amount of profit for FY 2024-25 appearing in the Statement of Profit and Loss.

5. Material Changes and Commitments affecting Financial Position of the Company having occurred since the end of the year and till the date of this report

No material changes and commitments affecting the financial position of the Company have occurred between the end of the year i.e. 31st March, 2025 and date of this Directors Report.

6. Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Annual Report.

7. Litigations against the Company

7.1 Litigation on the transaction with Brookfield for sale of Undertakings

7.1.1 ITC Limited and its subsidiary Russell Credit Limited, members of the Company holding then 8.72% (at present 8.10%) of the equity share capital, had filed a petition under Section 241 of the Companies Act, 2013 on 22nd April, 2019 against the Company, for oppression and mismanagement along with two applications for urgent hearing and for waiver of the requirement of minimum threshold of 10% shareholding in relation to the transaction with BSREP III India Ballet Pte. Ltd. or its affiliates (“Brookfield”) for sale of hotel undertakings before the NCLT in May 2019. After hearing both the parties, the Ld. Tribunal allowed the Waiver Application of ITC Limited & ANR. vide their order dated 24th January, 2024. Company and its Promoters viz. Mr. Vivek Nair & Mr. Dinesh Nair have filed separate Appeals before NCLAT, Delhi challenging the order dated 24th January, 2024 of NCLT, Mumbai. The matter is being heard at NCLAT, Delhi.

7.1.2 Two minority members i.e. ITC Limited and Life Insurance Corporation of India (LIC) had filed complaint with Securities and Exchange Board of India (SEBI) against the aforesaid transaction with Brookfield, alleging violation of the provisions related to related party transactions and oppression and mismanagement by the majority members against minority members. Later LIC withdrew from contesting this case. On 23rd July, 2019, SEBI passed its detailed, reasoned and speaking order in the matter of “Complaints Filed by Minority Shareholder of Hotel Leela Venture Limited”.

Aggrieved by the aforesaid Impugned Order, ITC filed an appeal before the Honble Securities Appellate Tribunal (“SAT”) challenging the findings in the Order.

On 14th August, 2019, ITC sought interim relief in the nature of a direction from the Honble SAT that till the Appeal is finally heard, the Promoters of the Company and JM Financial Asset Reconstruction Company Limited should be restrained from voting in respect of the proposed sale of the Undertakings, failing which the captioned Appeal would be rendered infructuous. The Honble SAT did not find it proper to grant a stay with respect to the Postal Ballot Notice and / or the voting process. The final judgement of the Honble SAT was pronounced on 26th September 2019, wherein the appeal of ITC was rejected. Subsequently, ITC filed a statutory appeal in the Supreme Court of India and reply has been filed by all the respondents. The matter will be listed in due course of time before the Supreme Court of India.

7.2 Litigations with Airports Authority of India

There are some ongoing disputes regarding the exorbitant demand of lease rentals and royalty in the form of Minimum Guaranteed Amount with Airports Authority of India (AAI) [as referred in the Lease Deed executed between the Company and AAI] which is in relation to the Mumbai Hotel land, admeasuring 18.000 sq. meters and the adjacent land of 11,000 sq. meters. The Company had earlier initiated proceedings for appointment of an Arbitrator in the High Court of Bombay in 2017. AAI simultaneously initiated Eviction Proceedings against the Company before the Eviction Officer at Mumbai. However, there is a stay to the Eviction Proceedings, as granted by the Bombay High Court that continues to operate till date. The arbitration application and appeals filed by the Company in respect of 18,000 sq. meters and 11,000 sq. meters land have been heard by the Bombay High Court on 20th February, 2025 and the judgement is reserved for orders. There are few litigations in regard to the subject matter that are pending in the Bombay High Court and the Honble Supreme Court. The cases will be taken up in due course of time.

The above disputes were parallelly referred to the Settlement Advisory Committee duly constituted by the Board of AAI since 2019. The Company in the various meetings held with them, put forth their submissions against the demand raised by them arbitrarily and requested for the renewal of lease for further period. The Company has received an offer letter dated 1st December, 2023 from AAI for the renewal of lease of land for 18.000 sq. meters subject to certain terms and conditions for which Company has made representation. The Company is now awaiting response from AAI for concluding settlement discussion.

7.3 Litigations on the Companys land in Hyderabad

The Company had entered into an MOU on 9th April, 2014, with PBSAMP Projects Private Limited (PBSAMP) for sale of land owned by the Company in Hyderabad admeasuring 3 acres and 28 guntas for a consideration of Rs. 85 crores. As per the MOU, the Company had agreed to settle all pending litigations on the land and obtain permission under the Urban Land Ceiling Act for change in land usage from hotel to residential and for permission to alienate the land within 180 days from the date of MOU. As per the MOU, PBSAMP had advanced Rs. 15.5 crores to the Company and the Company settled two claims out of this amount. However, the Company could not settle remaining claims and could not get permission from the State Government under the Urban Land Ceiling Act for change in land usage and to alienate the land.

There were only two suits pending in the Hyderabad City Civil Court against the Company, wherein the certain individuals are claiming to be the owners of certain portion of the aforesaid land.

PBSAMP terminated the MOU on completion of 180 days from the date of MOU and demanded refund of Rs. 15.5 crores together with interest @ 21% per annum. Since the Company could not make payment, they initiated legal proceedings against the Company and secured an arbitral award in their favour. As per the arbitral award dated 8th September, 2019 an amount of Rs. 35 Crores inclusive of interest needed to be paid to the Claimant within 90 days of the award. The Company filed an appeal under Section 34 of the Arbitration and Conciliation Act, 1996 against the said impugned award before City Civil Court at Hyderabad which was dismissed. PBSAMP filed an Execution Petition before the City Civil Court, Hyderabad for execution of the said arbitral award. The Company has paid an amount of Rs. 44,42,05,254/-, including the outstanding interest, to PBSAMP The matter was decided by the City Civil (Executing) Court in Hyderabad vide its order dated 2nd November, 2023 that was passed in favour of the Company against which, a Civil Revision Petition was preferred by PBSAMP against the Company before the High Court of Telangana. The matter was then remanded to the City Civil (Executing) Court in Hyderabad vide its order dated 22nd April, 2024, against which, the Company has currently preferred a Special Leave Petition in the Supreme Court of India, challenging the merits of the order dated 22nd April, 2024, passed by the High Court of Telangana. The Special Leave Petition filed by the Company is currently pending before the Honble Supreme Court of India for judicial consideration.

Meanwhile, the Company had sold the aforesaid land at Hyderabad in January, 2024 for a total consideration of Rs. 84,42,05,254/- by executing the “Agreement of Sale-Cum- Irrevocable General Power of Attorney” in favour of M/s. Sri Venkateswara Constructions represented by Sri Kadiyala Subba Rao, its Managing Partner on “as is where is basis” along with the condition stipulated in the Agreement of Sale for taking over the liabilities in all the pending litigations filed against the Company and all rival claims of diverse parties in respect of the said Land. The said consideration includes an amount of Rs. 44,42,05,254/- already paid by the purchaser towards the settlement of the claim of PBSAMP on the said land which in respect of discharge of the Companys liability towards PBSAMP as per the Arbitral Award dated 8th September, 2019.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future. However, attention of the Members is drawn to the legal proceedings pending against the Company as mentioned at Para No. 7 of this Board Report.

9. Directors and Key Managerial Personnel (KMP)

9.1 Directors

As on the date of this Report, the Company has Nine (9) Directors consisting of Five (5) Independent Directors, Two (2) Executive Directors and Two (2) Non-Executive Directors.

9.1.1 Appointment of Directors

The Board of Directors on the recommendation of Nomination and Remuneration Committee at their meeting held on 22nd May, 2025 have re-appointed Mr. Vivek Nair (DIN: 00005870) as the Chairman and Managing Director and Mr. Dinesh Nair (DIN: 00006609) as the Co-Chairman and Managing Director of the Company for a period of five years respectively commencing from 3rd October, 2025 upto 2nd October, 2030 not liable to retire by rotation subject to approval of the Members of the Company at the ensuing Annual General Meeting.

The necessary resolutions for their re-appointment forms part of the Notice convening the ensuing Annual General Meeting.

9.1.2 Director retiring by rotation

Mrs. Salini Madhu Nair (DIN: 00011223) is liable to retire by rotation at the ensuing Annual General Meeting and offers herself for re-appointment.

We seek approval of members for appointment of Mrs. Salini Madhu Nair as Non-Executive Director of the Company liable to retire by rotation.

9.1.3 Declaration by Independent Directors and statement on compliance of code of conduct

The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and Companys “Code of Conduct for Board Members and Senior Management Personnel”.

In the opinion of the Board, the Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and there has been no change in the circumstances affecting their status as independent directors of the Company. All the Independent Directors possess integrity, expertise and experience (including the proficiency). All of the Independent Directors have registered themselves with the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs and passed online proficiency selfassessment test conducted by the Indian Institute of Corporate Affairs in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

9.1.4 Woman Director

Your Company has complied with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to appointment of Woman Director. Your Company has four Women Directors among them two are Independent Directors, viz. Ms. Saija Nair and Ms. Niranjana Unnikrishnan.

9.2 Key Managerial Personnel (KMP)

The Company has following persons as Key Managerial Personnel in accordance with section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Sr. No.	Name of the Person	Designation
1	Mr. Vivek Nair	Chairman and Managing Director
2.	Mr. Dinesh Nair	Co-Chairman and Managing Director
3.	Mr. Umesh Dombe	Chief Financial Officer
4.	Ms. Savitri Yadav	Company Secretary

10. Meetings of the Board

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of the Board / Committee meetings to be held in the forthcoming year are circulated to the Directors in advance to enable them to plan their time schedule for effective participation in the meetings.

During the FY 2024-25, the Board of Directors met four times i.e. on 24th May, 2024, 9th August, 2024, 12th November, 2024 and 11th February, 2025. Detailed information on the meetings of the Board is included in the ‘Report on Corporate Governance, which forms part of this Annual Report.

11. Committees of the Board

11.1 Audit Committee

The Audit Committee met four times during the year under review. As on the date of this Report, the Committee comprises of six Directors, i.e. five Independent Directors and one Non-Executive Non-Independent Director as a member.

The details with respect to the composition, roles, terms of reference, etc. of the Audit Committee are given in the ‘Report on Corporate Governance of the Company which forms part of this Annual Report.

There are no recommendations of the Audit Committee which have not been accepted by the Board.

11.2 Nomination and Remuneration Committee

The Nomination and Remuneration Committee met two times during the year under review. As on the date of this Report, the Committee comprises of six Directors, i.e. five Independent Directors and one Non-Executive Non-Independent Director as members.

The details with respect to the composition, roles, terms of reference, etc. of the Nomination and Remuneration Committee are given in the ‘Report on Corporate Governance of the Company which forms part of this Annual Report.

11.3 Stakeholders Relationship Committee

The Stakeholders Relationship Committee met once during the year under review. As on the date of this Report, the Committee comprises of six Directors, i.e. five Independent Directors and one Non-Executive Non-Independent Director as members.

The details with respect to the composition, roles, terms of reference, etc. of the Committee are given in the ‘Report on Corporate Governance of the Company which forms part of this Annual Report.

11.4 Risk Management Committee

The Risk Management Committee met twice during the year under review. As on the date of this Report, the Committee comprises of four Independent Directors, one Non-Executive Non-Independent Director and one Senior Executive who is Chief Financial Officer of the Company as members.

The details with respect to the composition, roles, terms of reference, etc. of the Committee are given in the ‘Report on Corporate Governance of the Company which forms part of this Annual Report.

12. Policy on Directors Appointment and Remuneration

The Company has formulated and adopted the “Nomination, Appointment and Remuneration Policy” for Directors, Key Managerial Personnel and Senior Management Personnel of the Company in accordance with the provisions of Companies Act, 2013 read with the Rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Policy of the Company, provides: (i) Criteria for determining qualifications, positive attributes and independence of a director, (ii) Policy on Diversity of Board of Directors, (iii) Policy on Remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company and (iv) Succession Plan for Board of Directors and Senior Management.

The Policy on Remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company as well as the weblink of the same is provided in the ‘Report on Corporate Governance.

13. Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10), 19(4) and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Board Evaluation Policy has been framed and approved by the Nomination and Remuneration Committee and the Board.

The Board carried out an annual performance evaluation of its own performance, the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.

The purpose of the Board evaluation is to achieve persistent and consistent improvement in the governance of the Company at the Board level. The Board intends to establish and follow “best practices” in Board governance in order to fulfill its fiduciary obligation to the Company.

The Company has in place a structured questionnaire, which has been prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The Directors expressed their satisfaction with the evaluation process.

14. Directors Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies Act, 2013, the Directors, hereby state and confirm that:

(a) in the preparation of the annual accounts for the year ending 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

15. Report on Corporate Governance

A Report on Corporate Governance for the year under review, as required under Regulation 34 read with Schedule V, Part C of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

16. Auditors

16.1 Statutory Auditors and Auditors Report

Pursuant to the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Members, at the 41st Annual General Meeting of the Company held on 24th August, 2022, had re-appointed M/s. N. S. Shetty & Co., Chartered Accountants (Firm Registration No. 0110101W) as the Statutory Auditors for the second consecutive term of five years, from the conclusion of the 41st Annual General Meeting till the conclusion of the 46th Annual General Meeting of the Company to be held in the year 2027.

The Statutory Auditors were present at the last Annual General Meeting.

During the period under review, even though there are no audit qualifications or adverse remarks, there are audit observations on the financial statements. The explanation for the same has been provided in Note No. 37.1 and 37.3 of the Financial Statements. The said notes are self-explanatory and do not call for any further comments.

16.2 Secretarial Auditors and Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, M/s. RAAM & Associates LLP! Company Secretaries (Unique Code No. L2021MH011800) were appointed as Secretarial Auditors of the Company to conduct the Secretarial Audit of records and documents of the Company for FY 202425 and their report is annexed as Annexure I to this report. The Secretarial Auditor has made certain observations in their report. Para 7 and 20.2 of the Boards Report explains the status and the same may also be treated as the response to the Secretarial Auditors observations.

16.3 Appointment of Secretarial Auditor

Pursuant to the requirements of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company on the recommendation of Audit Committee approved the appointment of M/s. RAAM & Associates LLP, Company Secretaries (Unique Code No. L2021MH011800), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a term of five consecutive years, commencing from FY 2025-26 up to FY 2029-30, to conduct the Secretarial Audit, subject to approval of the members of the Company at the ensuing Annual General Meeting. The necessary resolutions for the appointment of M/s. RAAM & Associates LLP, Company Secretaries forms part of the Notice convening the ensuing Annual General Meeting.

16.4 Compliance with Secretarial Standards

The Secretarial Audit Report confirms that the Company has complied with applicable Secretarial Standards.

16.5 Reporting of Frauds by Auditors

During the year under review, no frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report.

17. Corporate Social Responsibility (CSR)

A CSR Policy has been adopted by the Board; however, CSR Committee has not been formed. The Board has decided to discharge the functions of CSR Committee till the amount required to be spent on CSR activities exceeds the limits provided under section 135(9) of the Companies Act, 2013 for any financial year.

The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy is available on the website of the Company at https://www.hlvltd.com/assets/investors relations/Policy%20 on%20Corporate%20Social%20Responsibility.pdf

18. Whistle Blower Policy / Vigil Mechanism

The Company has a Whistle Blower Policy / Vigil Mechanism for directors and employees to report genuine concerns or grievances. The details of which are available in ‘Report on Corporate Governance forming part of this Annual Report.

19. Risk Management

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan and policy for the Company. The Committee is responsible to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company and to monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management Policy of the Company includes a framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability, information, cyber security risks or any other risk as may be determined by the Committee, measures for risk mitigation including systems and processes for internal control of identified risks and business continuity plan.

The development & implementation of risk management policy has been caused in the Management Discussion and Analysis which forms a part of the Annual Report.

20. Contracts or Arrangements with Related Parties

20.1 All Related Party Transactions entered during the year were in the ordinary course of business and on arms length basis except the transaction with Leela Lace Holdings Private Limited, a promoter group company for renewal of Leave and License Agreement for Admin Building. The said transaction was not in the ordinary course of business but at arms length basis and neither crossed the threshold limits provided under Rule 15 (3) (iii) of Companies (Meetings of Board and its Powers) Rules, 2014 nor material under regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The transaction is approved by the Audit Committee and Board. Details of the transaction pursuant to Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is attached as Annexure III forming part of this Report.

20.2 All the Related Party Transactions were placed before the Audit Committee for prior approval except the appointment of Ms. Anisha Rajani (daughter of Mr. Ashok Rajani, Independent Director), who was appointed as Assistant Manager - Sales on probation without the prior approval of Audit Committee, however prior approval of audit committee was obtained before confirming her appointment. The appointment of Ms. Anisha Rajani was done in the ordinary course of business and her remuneration is at arms length also her appointment does not affect the criteria of independence for Mr. Ashok Rajani laid down under section 149 (6) of Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

20.3 As per the policy on Related Party Transactions, the Audit Committee granted omnibus approval for the transactions which are repetitive in nature. The related party transactions were placed before the Audit Committee on quarterly basis for review, pursuant to omnibus approval.

20.4 The policy on related party transactions as approved by the board of directors has been uploaded on the website of the company. The web link of the same has been provided in the ‘Report on Corporate Governance.

21. Internal Financial Control Systems and their adequacy

Your Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. The Company has laid down standards, processes and structures which enable implementation of internal financial control across the organization and ensure that the same are adequate and operating effectively. Financial Controls are operative for all the business activities of the Company and no material weakness in the design or operation of any control was observed. During the year the internal financial controls as laid down are adequate and were operating effectively.

The Company had appointed M/s. Murali & Venkat, Chartered Accountants, as Internal Auditors for FY 2024-25 who reviewed the internal control systems of the Company and reported thereon. The reports of the Internal Auditors were reviewed by the Audit Committee on quarterly basis.

22. Annual Return

The annual return of the Company as required under section 92(3) and section 134 (3) (a) of the Companies Act, 2013 will be made available on the website of the Company at https://www. hlvltd.com/investor relation.html.

23. Loans, Guarantees or Investments

The Company, being engaged in the hotel business, is classified as providing ‘infrastructure facilities in terms of the Schedule VI to the Companies Act and is exempted from the compliance for loans made, guarantees given, and security provided in terms of Section 186 (11) of the Companies Act, 2013.

Therefore, particulars of loans, guarantees or investments under Section 186 are not provided.

24. Disclosure under Section 22 of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013

Your Company has zero tolerance towards any action on the part of any employee which may fall under the ambit of ‘Sexual Harassment at workplace, and is fully committed to uphold and maintain the dignity of every woman employee in the Company. The Companys policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

25. Employee Remuneration

The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of subsection 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure IV forming part of this Report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is open for inspection at the Registered Office of the Company during working hours up to the date of ensuing Annual General Meeting. In terms of Section 136 of the Act, the Reports and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid particulars of employees. A copy of this statement may be obtained by the Members by writing to the Company Secretary.

26 Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo and Other Disclosures

The disclosures to be made under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 by your Company are furnished below:

26.1 Conservation of Energy

Energy Conservation, sustainability and efforts to make the hotel more “Green” have been the main drive throughout the year. Major efforts / steps taken towards this are:

• Energy-efficient lighting like LED and energy efficient electrical equipments are installed extensively.

• High efficiency HVAC systems used/retrofitted extensively have reduced electrical consumption.

• Computerized Power Monitoring is implemented to monitor and control power consumption.

• Main chiller plants and steam boilers have been tuned for best efficiency, to conserve energy.

• The hotel is equipped with condensate recovery unit for generating hot water and the rooms are equipped with energy- saving devices during non-occupancy.

• The hotel is equipped with in house recycled drinking water glass bottling plant which cater all the guest rooms and restaurants.

• STP treated water has been used for cooling tower /Garden and also Rainwater Harvesting has been implemented.

• The Company has 3 windmills with a capacity of 4.5 MW power, in the State of Maharashtra. Windmills continue to produce renewable energy for use in its own hotel.

• We are in the process to set up solar power panels at the roof top of the building to get the additional power generation to cater maximum utilization of renewable power.

26.2 Technology Absorption

In the opinion of the Board, the required particulars pertaining to technology absorption under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable, as hotel is a service industry and the Company does not have any significant manufacturing operations.

26.3 Foreign Exchange Earnings and Outgo

The foreign exchange earnings of the Company during the year stood at Rs. 5,980.79 lakhs (previous year Rs. 5,270.62 lakhs) and foreign exchange outgo during the year stood at Rs. 306.94 lakhs (previous year Rs. 349.90 lakhs).

27 Investor Education and Protection Fund (IEPF)

For details refer para on “Investor Education and Protection Fund (IEPF)” in ‘Report on Corporate Governance forming part of this Annual Report.

28 Other Disclosures /Reporting

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ were not applicable pertaining to these items during the year under review:

28.1 The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

28.2 Issue of equity shares with differential rights as to dividend, voting or otherwise.

28.3 Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

28.4 Details of Employee Stock Options

28.5 Shares held in Trust for the benefit of employees where the voting rights are not exercised directly by employees

28.6 Issue of Debenture, Bonds or any other Convertible Securities

28.7 Issue of warrants

28.8 Receipt of remuneration or commission from any of the subsidiaries by the Executive Directors of the Company.

28.9 During the financial year under review, your Company had no joint ventures or subsidiaries nor it has incorporated or acquired any company.

28.10 Maintenance of Cost Records as specified by the Central Government under section 148 (1) of the Companies Act, 2013 is not required by the Company.

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

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

29 Acknowledgements

The Board wishes to place on record its appreciation for the assistance and support received from the lenders, government, regulatory authorities, customers, business associates and vendors.

Your Directors take this opportunity to express their sincere thanks to all the members and stakeholders for the faith and confidence reposed in the Company and the management.

Your Directors attach immense importance to the contribution of the employees and sincerely thank them for sharing the Companys vision and philosophy and for the dedication and commitment.

	For and on behalf of the Board of Directors
	Vivek Nair
	Chairman & Managing Director
	DIN:00005870
Mumbai, 22nd May, 2025