Jindal Hotels Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Fortieth Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31st, 2026.

1. Financial Highlights

Your Companys financial performance for the year ended March 31, 2026, is as below:

(Rs. In Lakhs)

Financial Performance	Year ended 31.03.2026	Year ended 31.03.2025
Revenue from Operation & Other Income	4872.13	4874.44
Less: Expenditure	3527.57	3684.53
Profit/Loss before Depreciation, Interest and Taxation	1344.56	1189.91
Finance Cost	396.41	487.75
Depreciation & Amortization	493.56	500.53
Profit/(Loss) before Taxation	454.59	201.63
Exceptional Item	79.11	-
Profit/(Loss) before Tax	375.48	201.63
Provision/(reversal) for Income Tax / Deferred Tax	164.04	86.03
Net Profit/(Loss) after Taxation	211.44	115.59
Other Comprehensive Income (OCI)	5.83	3.46
Net Profit/(Loss) after OCI	217.27	119.05

2. Companys Performance

During the financial year ended 31st March, 2026, the Company recorded Revenue from Operations and Other Income of 4,872.13 lakhs as against 4,874.44 lakhs in the previous financial year, reflecting a stable operating performance. The Company maintained effective cost control during the year, resulting in a reduction in expenditure to 3,527.57 lakhs from 3,684.53 lakhs in the previous year. Consequently, the Profit before Depreciation, Interest and Tax (PBDIT) improved to 1,344.56 lakhs as compared to 1,189.91 lakhs in the preceding year.

Finance costs decreased to 396.41 lakhs from 487.75 lakhs, while depreciation and amortization expense stood at 493.56 lakhs as against 500.53 lakhs in the previous year. Accordingly, the Company reported Profit before Tax (before exceptional item) of 454.59 lakhs. After accounting for an Exceptional Item of 79.11 lakhs, the Profit before Tax stood at 375.48 lakhs, compared with 201.63 lakhs in the previous financial year. After providing 164.04 lakhs towards current and deferred tax, the Company earned a Net Profit after Tax of 211.44 lakhs as against 115.59 lakhs in the previous year. The Other Comprehensive Income for the year amounted to 5.83 lakhs, resulting in a Total Comprehensive Income of 217.27 lakhs, compared with 119.05 lakhs in the previous financial year.

The significant improvement in profitability during the year was primarily driven by effective cost optimisation, reduction in finance costs, and improved operational efficiencies. The Board remains committed to sustaining this performance through prudent financial management, enhanced operational excellence, and continued focus on long- term value creation for all stakeholders.

Borrowings and Capital Expenditure

As at March 31, 2026, the Companys total long- term borrowings stood at 4,012.38 lakhs as against 4,456.62 lakhs as at March 31, 2025. The aggregate borrowings (including current maturities of long- term debt) stood at 4,759.66 lakhs, compared with 5,113.11 lakhs in the previous year, reflecting a reduction in the Companys overall debt position through scheduled repayments during the year. During the year under review, the Company continued to utilize its Dropline Overdraft Facility and term loan facilities from HDFC Bank Ltd. for its financing requirements while adhering to the stipulated repayment schedules. The Company remained regular in servicing all its borrowing obligations, and there was no default in repayment of principal or interest during the year.

Renovation and Refurbishment of Guest Rooms

During the year under review, the Company undertook the renovation of its base category guest rooms to align with evolving market trends and changing customer preferences. The renovation is aimed at enhancing the quality of accommodation, improving guest experience, and maintaining the Companys competitive position in the hospitality industry. This initiative is expected to support sustained business growth and value creation in the years ahead.

3. Management Discussion & Analysis

Industry Structure and Developments:

The Indian hospitality industry continued its growth trajectory during FY 2025- 26, supported by sustained economic expansion, rising disposable incomes, increased business travel, growing domestic tourism, and a steady recovery in international tourist arrivals. Government initiatives aimed at promoting tourism, improving infrastructure, and enhancing connectivity have further strengthened the sectors long- term growth prospects.

The hotel industry witnessed healthy demand across both leisure and business travel segments. Corporate travel, Meetings, Incentives, Conferences and Exhibitions (MICE), destination weddings, and social events continued to be significant demand drivers. The increasing preference for premium hospitality experiences, coupled with evolving customer expectations for enhanced service standards and modern amenities, encouraged hotel operators to invest in upgrading their properties and improving guest experiences.

During the year, the industry maintained favourable occupancy levels and average room rates (ARR), supported by balanced demand- supply dynamics in key markets. The hospitality sector also witnessed increased adoption of technology- driven solutions, digital booking platforms, personalized guest services, and sustainable business practices, which have become integral to operational excellence and customer satisfaction.

The Indian hotel industry had another strong year. Occupancy held steady at approximately 67- 68% on a nationwide basis, while average room rates moved higher, growing by high single digits to low double digits across most markets, with national averages in the range of INR 9,000- 9,100, up about 8- 9% Y- o- Y. On the supply side, activity remains robust. More than 50,000 branded rooms were signed during 2025, and the development pipeline now exceeds 120,000 rooms, over half of the existing branded inventory. These are levels last seen more than a decade ago.

The industry is growing, supply is responding, and periodic imbalances will occur, but the underlying drivers remain intact. For a business built on long- term trends rather than short- term events, this is what matters most. The facilities profile of Indian hotels continues to exceed global benchmarks across segments. Even budget and mid- market properties typically offer multiple F&B outlets, meaningful event spaces, and amenities such as pools and spas. This reflects a distinctly Indian focus on full- service offerings, shaped by strong demand for weddings and banqueting, as well as the availability of cost- effective service staff.

Jindal Hotels Limited continued to leverage its established market presence and strategic location to cater to both business and leisure travellers. Recognizing changing customer preferences and market trends, the Company undertook the renovation and modernization of its base category guest rooms during the year to enhance the overall guest experience and maintain its competitive positioning. The Company remains focused on delivering quality hospitality services, strengthening operational efficiencies, and creating long- term value for its stakeholders.

Brand Partnership with Accor

Jindal Hotels Limiteds flagship property, Grand Mercure Vadodara Surya Palace, has been operated under the Grand Mercure brand through a management agreement with Accor since June 2017. This association enables the Company to leverage Accors globally recognized hospitality standards, extensive distribution network, digital booking platforms, and the ALL - Accor Live Limitless loyalty programme.

As one of the worlds leading hospitality groups, Accor operates over 5,700 hotels across more than 110 countries and continues to strengthen its presence in India through strategic expansion initiatives. The partnership enhances the Companys visibility in domestic and international markets, supports customer acquisition, and contributes to improved guest experiences through globally benchmarked operational practices and technology- enabled services.

The Company believes that its continued association with Accor strengthens its competitive positioning and supports sustainable long- term growth by expanding market reach and enhancing brand recognition.

Opportunities and Threats: -

Opportunities

- Rising domestic tourism and increasing disposable incomes continue to drive demand for quality hospitality services across business and leisure segments.

- Growth in corporate travel, MICE (Meetings, Incentives, Conferences and Exhibitions), destination weddings, and social events provides significant revenue opportunities.

- Government initiatives to strengthen tourism infrastructure, improve connectivity, and promote India as a global tourism destination are expected to support long-term industry growth.

- The Companys strategic location in Vadodara, a key industrial and commercial hub, positions it favourably to benefit from sustained business travel and corporate demand.

- The Companys association with the Grand Mercure brand under Accor enhances its brand visibility, global distribution reach, customer loyalty, and access to international best practices.

- Continuous investment in asset upgradation, guest experience enhancement, and technology-driven operations is expected to improve competitiveness and support sustainable growth.

- Emerging Industrial Development in the Vadodara Region: The proposed development of an Indo- Canadian Industrial Park near Karjan, between Vadodara and Bharuch, represents a potential growth opportunity for the Companys hospitality business. The proposed project, spread across approximately 350 acres, is expected to bring together companies from Canada, India, Europe and South America and could attract an initial investment of approximately Rs3,500 crore to Rs7,000 crore.

With the proposed industrial park being strategically located in proximity to major highways, the Dedicated Freight Corridor and Dahej- Hazira ports, and supported by plug- and- play infrastructure, the development has the potential to strengthen the Vadodara- Bharuch industrial corridor and attract increased industrial and business activity in the region.

For the Company, the anticipated expansion of industrial and commercial activity could create opportunities for increased corporate travel, room occupancy, food & beverage business, conferences, meetings, banquets and other business- related events. The potential entry of international companies and strengthening of Indo- Canadian business ties may further support demand for quality accommodation and hospitality services in Vadodara.

Threats

- Intensifying competition from international hotel chains, domestic brands, boutique hotels, and alternative accommodation platforms may impact occupancy levels and pricing.

- Inflationary pressures, rising employee costs, utility expenses, and food and beverage input costs may affect operating margins if not adequately offset through pricing and efficiency measures.

- The hospitality industry remains sensitive to economic slowdowns, geopolitical developments, public health emergencies, and other unforeseen events that may adversely affect travel demand.

- Changes in government policies, taxation, regulatory requirements, and environmental compliance norms could increase operational and compliance costs.

- Evolving customer preferences and rapid technological advancements require continuous investment in infrastructure, digital capabilities, and service innovation to remain competitive.

Outlook: -

The Indian hospitality industry continues to demonstrate strong long- term growth potential, supported by increasing domestic travel, improving connectivity, rising disposable incomes, and sustained demand from business travel, leisure tourism, social celebrations, and MICE (Meetings, Incentives, Conferences and Exhibitions). While the sector may witness short- term disruptions arising from geopolitical developments, inflationary pressures, extreme weather events, or fluctuations in travel patterns, the long- term fundamentals of the industry remain robust.

Against this backdrop, the company remains well- positioned to capitalize on emerging opportunities. The Company continues to strengthen its market position through ongoing renovation initiatives at Grand Mercure Vadodara Surya Palace, with a focus on enhancing guest experience, improving operational efficiencies, and delivering superior service standards. These initiatives are expected to reinforce the Companys competitiveness and support sustainable growth in the coming years.

The BCA Stadium, Kotambi near Vadodara has emerged as an additional business driver for the hospitality sector, particularly during cricket matches and other sporting events organised at the venue. The increased influx of players, officials, support staff, spectators and associated visitors during such events has contributed positively to hotel demand, particularly in terms of room occupancy and room revenue. The Company expects the growing prominence of the venue and continued sporting activities to provide further opportunities for incremental business and revenue growth.

The management remains committed to prudent financial management, operational excellence, digital transformation, cost optimization, and continuous improvement in customer experience. With a strong brand association, an established presence in Vadodara, and a diversified revenue mix comprising rooms, food & beverage, banqueting, conferences, and social events, the Company is well- equipped to benefit from the continued growth of the hospitality sector.

The Company will continue to focus on creating long- term value for all stakeholders by leveraging growth opportunities, maintaining financial discipline, and adapting to evolving market dynamics while remaining committed to sustainable and responsible business practices.

Key Risks and Mitigation - FY 2025-26: -

- Intensifying competition from domestic and international hotel brands may impact occupancy, room rates and market share.

- Dependence on local industrial and corporate demand may expose the Company to fluctuations arising from cyclical changes in the manufacturing and business environment.

- Increasing regulatory and compliance requirements, particularly relating to safety, environment and labour laws, may result in higher operating and compliance costs.

- Exposure to unforeseen disruptions, including geopolitical uncertainties, economic slowdowns and natural calamities, may adversely affect hotel operations and demand.

The Company has established appropriate risk management systems and mitigation strategies to identify, monitor and manage these risks effectively and to ensure business continuity.

Segment-Wise or Product-Wise Performance:-

The Company has only one segment of activity, namely "Hoteliering" hence, segment wise performance is not applicable during the year under review.

Internal Control Systems and their Adequacy:-

The Company has an adequate system of internal controls, with documented procedures covering all corporate functions and hotel operating unit. Internal controls provide reasonable assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguards for assets, the reliability of financial controls, and compliance with applicable laws and regulations. The internal audit process provides positive assurance. It converges the process framework, risk and control matrix and a scoring matrix, covering all critical and important functions inter alia revenue management, hotel operations, purchase, finance, human resources and safety. A framework for each functional area is identified based on risk assessment and control, while allowing the unit to identify and mitigate high- risk areas. These policies and procedures are updated periodically and monitored by the Internal Audit. Internal controls are reviewed through the periodical internal audit process under the direction of the Internal Auditor. These reviews focus on:

- Identification of weaknesses and improvement areas

- Compliance with defined policies and processes and applicable statutes

- Safeguarding tangible and intangible assets

- Managing risk environment, including operational, financial, social and regulatory risks

- Conformity with the Code of Conduct

The Boards Audit Committee oversees the adequacy of internal control through periodic reviews of audit findings as also of the resolution mechanism for critical audit issues. Statutory auditors have opined in their report that in all material respects, an internal financial control with reference to financial statements of the company and such internal financial controls over financial reporting were operating effectively as of March 31, 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control.

Discussion on Financial Performance with Respect to Operational Performance: -

During FY 2025- 26, the Company recorded Revenue from Operations of 4,857.64 lakhs, registering a growth of around 8% over the previous year, primarily driven by improved performance in Food & Beverages and Accommodation.

Improved operational efficiency and lower finance costs supported profitability. Profit Before Tax increased to 375.47 lakhs from 201.63 lakhs, while Profit After Tax increased to 211.44 lakhs from 115.59 lakhs.

Overall, the Company witnessed healthy growth in core operations, improved cost efficiency and significant improvement in profitability during the year, notwithstanding the reduction in non- operating income and the one- time impact of the new Labour Codes.

Human Resources Development: -

The Company recognizes that its people are its greatest asset. It continues to invest in training and development programs to enhance technical, managerial, and soft skills of its workforce. Industrial relations remained cordial throughout the year. The Company cultivates a collaborative and transparent work environment to foster teamwork and strategic focus. Human capital development is a core organizational priority. The Company maintains contemporary HR policies aligned with industry best practices to optimize talent acquisition, development, and retention. A robust learning and development framework is in place to nurture high- performance capabilities. The Company is committed to upholding a safe and inclusive workplace, with stringent adherence to anti- harassment policies and regular training initiatives.

As on 31st March, 2026, the Company employed over 184 employees, including managerial, supervisory, and operational staff. A culture of continuous learning and guest- centric service is encouraged across the organization.

Key Financial Ratios and Significant Changes: -

The Companys key financial ratios for FY 2025- 26 as compared to FY 2024- 25 are as follows:

Particulars	FY 2024–25	FY 2025–26	Change	Reason for Variance (if +/- 25%)
Debtors Turnover (days)	28.95	23.63	18%	-
Inventory Turnover	8.12	8.50	5%	-
Interest Coverage Ratio	1.43	2.15	51%	Increase in Profitability and reduction of Term Loan
Current Ratio	0.86	0.86	0%	-
Debt-Equity Ratio	2.28	1.93	15%	-
Operating Profit Margin (%)	14.14	17.47	24%	-
Net Profit Margin (%)	2.57	4.35	69%	Increased Sales and Net Profit during the year
Return on Net Worth (RONW)	5.14	8.58	67%	Increase in Profitability

Change in Return on Net Worth: -

The Return on Net Worth improved significantly from 5.14% in FY 2024- 25 to 8.58% in FY 2025- 26, primarily driven by the substantial increase in profitability during the year. The Companys Profit After Tax increased to 211.44 lakhs from 115.59 lakhs in the previous year, reflecting improved operational performance and contributing to enhanced returns for shareholders.

Disclosure of Accounting Treatment: -

The Company has adopted Indian Accounting Standard (IND- AS). The Financial statements for the year ended 31st March, 2026 of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Act to be read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the relevant amendment rules issued thereafter.

4. Directors and Key Managerial Personnel

In accordance with the requirements of the Act and the Companys Articles of Association, Mrs. Chanda Agrawal retires by rotation and being eligible, offers herself a re- appointment. Relevant Ordinary Resolutions seeking shareholders approval forms part of the Notice.

In accordance with the provisions of the Act, SEBI Listing Regulations and the Companys Articles of Association, Ms. Palak Gandhi, whose first term as an Independent Director expires on 11 July 2027, being eligible and having consented to such re- appointment, is proposed to be re- appointed as an Independent Director for a second term of five (5) consecutive years commencing from 12 July 2027 to 11 July 2032 (both days inclusive). The Special Resolution seeking shareholders approval forms part of the Notice.

During the year under review, the Non- Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026, are:

Mr. Piyush D. Shah, Managing Director

Mr. Kishor I. Darji, Chief Financial Officer

Ms. Mansi Vyas, Company Secretary & Compliance Officer

5. Reserves

In view of insufficient profits, the Board do not recommend transfer of any amount to General Reserves.

6. Dividend

In view of the moderate profit levels during FY 2025- 26 as compared to the previous year, coupled with the ongoing expansion and renovation projects requiring significant capital deployment, the Board of Directors has considered it prudent to conserve internal resources. Accordingly, your directors have not recommended any dividend for the financial year ended 31st March 2026. This decision is in the long- term interest of the Company, as the retained earnings will be utilized towards strengthening the balance sheet, funding capacity augmentation, and supporting future growth initiatives

7. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

In accordance with the provisions of Section 125 of the Companies Act, 2013, any unclaimed or unpaid dividend is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government after the expiry of seven years from the date it became due for payment.

Further, in terms of Section 124(6) of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended), the Company is also required to transfer to the IEPF Demat Account, the equity shares in respect of which the dividend has remained unclaimed or unpaid for a continuous period of seven years. It may be noted that the Company has not declared any dividend subsequent to FY 2016- 17, and hence, there has been no further instance of unclaimed or unpaid dividend or corresponding shares requiring transfer to IEPF thereafter.

8. Share Capital

There was no public issue, rights issue, bonus issue, etc. during the year under review. The Company has not issued shares with differential voting rights, sweat equity shares, nor granted any stock options during the financial year 2025- 26.

9. Material Changes and Commitment if any affecting the Financial Position of the Company occurred between the end of the Financial Year to which this Financial Statements relate and the date of the Report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report. There has been no change in the nature of business during the year.

10. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished below:

Conservation of Energy

Energy Conservation & Emissions

The Company remains committed to efficient resource management and continues to undertake various initiatives aimed at conserving energy, reducing emissions and promoting sustainable operations across the hotel. The key initiatives undertaken during the year include:

- Installation of necessary capacitors at electrical substations and use of Variable Frequency Drives (VFDs) in motors to optimise energy consumption.

- Progressive replacement of conventional lighting, including halogen, incandescent bulbs and PL tubes, with energy-efficient LED lighting across the hotel.

- Installation of magnetic door locks and thermostatic controls in guest rooms to regulate energy usage while ensuring guest comfort.

- Replacement of glass windows with Double Glazed Units (DGU) and installation of fixed sunscreen protection to improve thermal efficiency.

- Use of magnetic chillers for air-conditioning, resulting in improved energy efficiency and conservation.

- Adoption of induction cooking in appropriate areas to support energy efficiency and reduction in carbon emissions.

- Controlled use of lighting and other electrical equipment and regulation of chilled-water set points in line with ambient temperature.

- Monitoring and benchmarking of energy consumption across different operational areas to identify opportunities for further optimisation.

- Continuous upgradation of the Building Management System (BMS) for improved monitoring and control of energy consumption.

- Installation of zero-flush urinals in banquet areas as part of the Companys water and energy conservation initiatives.

- Observation of Energy Saving Week to create awareness among employees and encourage participation in energy-conservation initiatives.

- Installation of EV charging stations to encourage the adoption of electric vehicles and support lower-emission mobility.

- Conducting periodic employee awareness and training programmes, including the "Green Champion of the Month" initiative, to encourage employees to adopt sustainable practices.

- Encouraging guests to participate in sustainability initiatives, including linen reuse and conscious use of room facilities, thereby supporting responsible consumption of resources.

Technology Absorption

In the Opinion of the Board, the required particulars, pertaining to technology absorption are not applicable as hotels form part of service industry.

Foreign Exchange Earnings and Outgo

During the year under review, your Company earned Foreign Exchange of Rs. 3,51,16,831 (PY Rs. 3,26,60,337/-), whereas outflow of foreign exchange was Rs.27,21,702/- (PY Rs. 14,93,324/-).

11. Statement concerning Development and Implementation of Risk Management Policy of the Company

The Company has been taking proactive approach concerning the development and implementation of a Risk Management Policy after identifying the following elements of risks which in the opinion of the Board may threaten the very existence of the Company itself. (a) financial; (b) legal and regulatory;(c) operating; and(d) commercial risks, including health, safety and environment.

The Company does not have any Risk Management Committee as the Board takes into consideration all the risk factors at regular intervals at its meetings.

12. Corporate Social Responsibility

Provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 are not applicable to the Company.

13. Insurance

The Company has a broad- banded approach towards insurance. Adequate cover has been taken for all movable and immovable assets against numerous risks and hazards.

14. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company has Zero tolerance for sexual harassment at its workplace and has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in- line with the provisions of the sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for Prevention and Redressal of complaints of sexual harassment at workplace.

The Company has adopted an Anti- Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provision relating to the constitution of Internal Complaint Committee which are set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman / Managing Director. There was no complaint outstanding / received from any employee during the financial year 2025- 26 and hence, no complaint is pending as on March 31, 2026, for Redressal.

15. Details of Application made or any Proceeding Pending under Insolvency and Bankruptcy Code, 2016.

During the year under Review, neither any application was made, nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

16. The 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:

Not Applicable.

17. Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013.

No loans and guarantees were made by the Company during the year under review. However, the Investments made by the Company are in compliance with provision of section 186 of Companies Act, 2013.

18. Details of Significant & Material orders passed by the Regulators or Courts.

There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

19. Maintenance of Cost Records and Cost Audit.

Your Company is not required to maintain Cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

20. Companys Policy relating to Directors Appointment, Payment of Remuneration and Discharge of their Duties.

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and have been displayed on website https://www.suryapalace.com/corporate- info/

21. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (LODR), regulation 2015 a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its committees. The Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its committees.

22. Statutory Auditors

M/s. Modi & Joshi, Chartered Accountants, Vadodara were appointed as Statutory Auditors for a period of 5 years [i.e. from FY 2017- 18 to FY 2021- 22] in the 32nd Annual General Meeting held on 12th September 2017 and further re- appointed in 37th Annual General Meeting of financial year of 2021- 22 held on 12th July 2022 for second consecutive term of 5 years i.e., from 2022- 23 to 2026- 27. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

23. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. KSPS & Co. LLP, Company Secretaries, Vadodara to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is furnished in Annexure 1 (Form No. MR- 3).

24. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors and the Practicing Company Secretary in their reports

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditor or Secretarial Auditor of the Company in their respective reports.

25. Annual Return

In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return is uploaded on Companys website and can be accessed at https://www.suryapalace.com/corporate- info/

26. Disclosure under Rule-5 of the Companies (Appointment and Remuneration) Rules, 2014

Disclosure required under Section 197 of the Companies Act, 2013 read with Rule- 5 of the Companies (Appointment and Remuneration) Rules, 2014 have been annexed as Annexure 2.

27. Particulars of Contracts or Arrangements made with Related Parties

Particulars of contracts or arrangements with related parties in Form AOC- 2 are enclosed as per Annexure 3. All the Related Party Transactions are held at arms length price and in Ordinary Course of Business and within limit prescribed under Section 188 of the Act for which prior approval of Board of Directors was obtained.

Your Companys Policy on Related Party Transactions, as adopted by the Board, can be accessed on the Companys website at https://www.suryapalace.com/corporate- info/

28. Corporate Governance Certificate

The Compliance certificate from Practicing Company Secretaries regarding compliance of conditions of corporate governance as stipulated in Schedule V of the Securities Exchange Board of India (Listing Obligation Disclosure Requirement) Regulation, 2015 is annexed as Annexure 4 to the report.

29. Number of Board Meetings conducted during the year under review

The Company had five board meetings during the financial year under review on 29th April 2025, 22nd July 2025, 11th November 2025 and 10th February 2026.

30. Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

31. Internal Auditor

Mr. Sandeep Shrimal, Chartered Accountants, Vadodara, Internal Auditor of the Company, has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

32. Internal Control Systems & their Adequacy

Your Company has in place an adequate system of Internal Controls, with documented procedures covering all corporate functions and hotel operating units to ensure that all transactions are authorized, recorded and reported correctly. This ensures prompt financial reporting, optimum utilization of various resources and immediate reporting of deviations. Compliance with laws and regulations is also ensured and confirmed and is checked by the Internal Auditor of the Company.

The reports of the Internal Auditor are reviewed by the Audit Committee. The Audit Committee also reviews adequacy of internal controls, system and procedures, insurance coverage of assets from various risks and steps are taken to manage foreign currency exposures. The Audit Committee also interacts with Internal Auditors and Statutory Auditors of the Company to ensure compliance of various observations made during the conduct of audits and adequacy of various controls.

33. Deposits

The Company has not accepted/renewed any deposits from members or public.

34. Website

The corporate website www.suryapalace.com reflecting the new architecture is far more experimental, with large images showcasing the property and its facilities, enhanced content, both in quantity and quality, with in depth information on experiences, services and facilities. The website also displays financial & corporate information.

35. Declaration of Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). In terms of Regulation 25 (8) of SEBI Listing Regulations they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of directors of the Company has taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

36. Disclosure of Composition of Audit Committee and providing Vigil Mechanism

*The Audit Committee consists of the following members:

a. Mr. Pradip Goradia (Chairman, Non-executive Independent Director)

b. Mrs. Chanda Agrawal (Non-executive Director)

c. Mrs. Palak Gandhi (Non-executive Independent Director)

The above composition of the Audit Committee consists of the majority of independent Directors. The details of the Constitution of all committees namely Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, are mentioned in the Corporate Governance Report [which forms part of Annual Report].

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company.

37. Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the company for that period;

(c) the directors had 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) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

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

38. Details in respect of Frauds reported by Auditors

During the year under review, there were no frauds reported by the Company or fraud on the Company by the officers and employees of the Company has been noticed or reported or no fraud are reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

39. Secretarial Standards of ICSI

Pursuant to the approval given on 10th April 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS- 1) and General Meetings (SS2) came into effect from 1st July 2015 and further as amended from time to time. The Company is in compliance with the same.

40. Vigil Mechanism/ Whistle Blower Policy

The Company has adopted the whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct and ethics. The Company has a "Whistle Blower Policy", the copy of which is available on the website of the Company, namely https://www.suryapalace.com/corporate- info/

41. Safety & Environment

The Company is committed to providing a safe and healthy working environment and achieving an injury and illness- free workplace.

42. Compliance of the provisions relating to the Maternity Benefit Act 1961

The Company is in compliance with the applicable provisions of the Maternity Benefit Act, 1961, and the rules made thereunder, as amended from time to time.

43. Acknowledgements

Your Directors would like to express sincere appreciation and gratitude to the Companys valued stakeholders including Members, Customers, Bankers, Vendors, Business Partners, State Government and the Government of India for their continued co- operation and support. Directors also place on record sincere appreciation of the commitment and enthusiasm of all its employees.An acknowledgement to all, with whose help, cooperation and hard work, the Company is able to achieve the results.

Date: 24.07.2026	For and on behalf of the Board
Place: Vadodara	Jindal Hotels Limited
	Sd/-	Sd/-
	Palak Gandhi	Piyush Shah
	Independent Director	Managing Director
	DIN: 09185223	DIN:00010884