Kamat Hotels (India) Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Thirty Eight ( 38 th) Board Report of Kamat Hotels (India) Limited ("the Company") along with the Audited Financial Statements (Standalone and Consolidated) of the Company for the Financial Year ended 31st March 2025.

FINANCIAL SUMMARY:

The financial performance of the Company on the basis of Standalone & Consolidated Financial Statements for the year under

review is summarised below:

(Rs. in lakhs except per share figures)

Particulars	Standalone		Consolidated
	Year ended 31 st March, 2025	Year ended 31 st March, 2024*	Year ended 31 st March, 2025	Year ended 31 st March, 2024*
Revenue from Operations	26,448.39	22,281.54	35,697.01	30,430.48
Other Income	2,710.70	2,979.73	784.65	1,099.25
Total Income	29,159.09	25,261.27	36,481.66	31,529.73
Less: Operating and other expenditure	18,883.74	16,337.27	25,228.36	21,350.69
Profit before Finance Cost, depreciation and amortisation and tax	10,275.35	8,924.00	11,253.30	10,179.04
Less: Interest and Finance Charges (net)	2,309.27	5,607.79	2,999.35	6,055.32
Less: Depreciation and Amortisation	1,017.85	895.03	1,979.70	1,767.61
Profit / (Loss) before share of Profit / (Loss) of joint venture, exceptional items and tax	6,948.23	2,421.18	6,274.25	2,356.11
Add / (Less) : Share of profit / (loss) of joint venture	-	-	27.76	84.28
Add / (Less) : Exceptional Items	(34.69)	2,952.44	238.41	2,952.44
Profit/ (Loss) for the year before tax	6,913.54	5,373.62	6,540.42	5,392.83
Less: Tax Expenses	1,876.23	849.67	1,882.00	908.11
Profit / (Loss) for the year	5,037.31	4,523.95	4,658.42	4,484.72
Total other comprehensive income	13.19	18.42	24.47	28.60
Total Comprehensive Income for the year	5,050.50	4,542.37	4,682.89	4,513.32
Basic earnings per share (in Rs.)	17.26	17.67	15.96	17.52
Diluted earnings per share (in Rs.)	16.87	15.94	15.60	15.80

* Previous Year Figures have been regrouped/rearranged wherever necessary.

PERFORMANCE REVIEW:

During the year under review, the Company elevated its portfolio with the opening of new properties across key cities including Chandigarh, Pune, Uttar Pradesh, Noida and renovated existing ones to enhance guest experiences. This includes adding more rooms and modernizing facilities to keep up with current hospitality trends.

STANDALONE FINANCIAL PERFORMANCE:

The total revenue from operations of the Company for the year was recorded at Rs. 26,448.39 lakhs as against Rs. 22,281.54 lakhs in the previous year. The Companys profit after tax is Rs. 5,037.31 lakhs as compared to Profit after tax of Rs. 4,523.95 lakhs of previous year (excluding other comprehensive income).

CONSOLIDATED FINANCIAL PERFORMANCE:

The total revenue from operations of the Company for the year was recorded at Rs. 35,697.01 lakhs as against Rs. 30,430.48 lakhs in the previous year. The Companys profit after tax is Rs. 4,658.42 lakhs as compared to Profit after tax of Rs. 4,484.72 lakhs of previous year (excluding other comprehensive income).

MANAGEMENT/ FRANCHISEE / CONTRACTS/ OTHERS:

During the year under review, the Company has entered into various Management Agreements, Lease Agreements, Revenue Sharing Agreements for Management and Operations of its properties across India. The information relating to the same has been mentioned below:

New openings and other Strategic Initiatives by the Company:

The Company has opened new properties across key cities in India including Chandigarh, Noida, Ayodhya, Pune during the Financial Year 2024-25 and is soon going to launch new properties in cities like Rishikesh, Hyderabad, Bhavnagar, Panchgani, Dehradun, Goa during the Financial Year 2025- 26.

During the Financial Year 2024-25, the Company has launched new properties, such as IRA by Orchid Hotels, Ayodhya, Uttar Pradesh with effect from 17th April 2024, The Orchid - Toyam, Pune, Maharashtra, with effect from 31st May 2024, The Orchid-Chandigarh Hotel with effect from 15th April, 2025 and IRA by Orchid- Noida with effect from 7th November, 2024, which are leased and managed by the Company.

These strategic arrangements have allowed Company to expand its portfolio in the Hospitality Industry and tap into the potential of these diverse markets.

DIVIDEND:

In order to prioritize debt reduction and fortify Companys financial stability, your Directors do not recommend any Dividend for the F.Y. 2024-25.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the General

Reserve for the financial year ended 31 st March 2025.

DEPOSITS:

The Company did not accept any deposits within the meaning of Section 73 of the Companies Act, 2013 and Rules made there under at the beginning of the year. During the year under review, the Company has neither invited nor accepted any deposit under Section 73 of the Companies Act, 2013 and the rules made there under and no deposit was remaining unpaid or unclaimed as at the end of the year.

ANNUAL RETURN:

As provided under Section 92(3) and Section 134(3) (a) of the Companies Act, 2013, the annual return in Form MGT-7 is available on the website of the Company at

SHARE CAPITAL:

As on 31 st March 2025, the Authorized Share Capital of the Company stood at Rs. 3,425 lakhs (excluding forfeited share capital) divided into 3,42,50,000 equity shares of Rs. 10/- each.

During the year under review, and upto the date of this report, promoters / promoter group and Public (Non Promoter group) exercised the option of conversion of warrants into Equity Shares upon the payment of balance of the warrant issue price i.e. Rs. 72.75 and accordingly, the Board on 7 th May 2024, 12th August 2024 and on 14th August, 2024 considered and approved the conversion of warrants and allotted 6,25,601, 3,53,761 and 25,94,246 Equity Shares respectively, having face value of Rs. 10 each to the persons/ entities belonging to promoter / promoter group and Public (Non-Promoter group) mentioned in the below table:

Names of Allottee(s)	No. of Warrants held before conversion	No. of Warrants applied for conversion	Warrant exercise price received @ Rs. 72.75 per Warrant	No. of equity shares allotted, upon conversion/ exchange of Warrants

Promoters/Promoter Group :

	Allotme	nt dated 7 th May, 20	24
Mr. Vishal Vithal Kamat	5,89,601	5,89,601	4,28,93,472.75	5,89,601
Plaza Hotels Private Limited	36,000	36,000	26,19,000.00	36,000

Public (Non-Promoter Group) :

	Allotment	dated 12 th August	, 2024
SBIFM Special Situations Fund - 1	3,53,761	3,53,761	2,57,36,112.75	3,53,761

Allotment dated 14 th August, 2024

Public (Non-Promoter Group) :
Alpha Alternatives Holdings Private Limited	6,28,908	6,28,908	4,57,53,057	6,28,908
Alpha Alternatives Structured Credit Opportunities Fund	9,82,669	9,82,669	7,14,89,169.75	9,82,669
Purple Clover Tree LLP	9,82,669	9,82,669	7,14,89,169.75	9,82,669

Therefore, the issued and paid-up capital of the Company stood at Rs.29,48,00,720 as on 31 st March 2025.

Further, there was no deviation, in the use of the proceeds received by way of issue of warrants, from the objects stated in the

explanatory statement of the Notice dated 14th December 2022.

DEBENTURES:

The Company had Outstanding 29,750 "14% Rated Listed Secured Redeemable Non-Convertible Debentures" (NCDs) having face value of Rs.100,000 each (Rupees One Lakh) aggregating to Rs.297.50 Crore in the beginning of Financial Year 2023-24.

On 26 th October 2023, the Company had partially redeemed the Debentures and paid off Rs. 125 Crores as per the terms of repayment stated in the Debenture Trust Deed. The said redemption was pursuant to face value, hence the face value of the Debentures reduced from Rs. 1,00,000 each to Rs. 57,983 each. Consequent to the said redemption, the Company had Outstanding 29,750 NCDs of face value Rs. 57,983 each aggregating to Rs. 172.50 Crores.

Further on 28 th March 2024, the Company purchased 19,750 NCDs of face value of Rs.57,983 each, from the existing debenture holder of the Company namely "Purple Clover Tree LLP". The total purchase consideration for 19,750 NCDs amounted to Rs.128.45 Crores (includes Principal, Interest Cost and Redemption Premium). The Debentures purchased by the Company

were extinguished consequent to which the Company had Outstanding 10,000 NCDs of face value of Rs.57,983 each.

Therefore, considering the above repayments, the Outstanding NCDs of the Company has reduced from Rs.297.50 Crores in the Financial Year 2022-23 to Rs.57.983 Crores in the Financial Year 2023-24.

In addition to above, we are pleased to inform you that in Financial Year 2024-25, dated 26th July, 2024 the Company has fully redeemed the 10,000 Outstanding NCDs of face value of Rs.57,983 each by full and final payment of aggregate amount of Rs.63.078 Crores (includes Principal, Interest Cost and Redemption Premium).

Therefore, as on the date of this report, the Company has fully redeemed debentures and therefore there are no outstanding Debentures of this series.

BORROWINGS:

The Company had availed a refinancing facility from AXIS Finance Limited of an amount not exceeding Rs.200 Crores in year 2023. Out of the said facility, the Company has availed and deployed Rs.134 Crores for meeting the repayment obligations of high-cost debt (NCDs of the Company). As on date the outstanding amount of such refinancing facility stands at Rs.102.07 Crores.

The total long term borrowings of the Company on the Standalone basis stood at Rs.104.23 Crores and at Rs.124.45 Crores on a Consolidated basis for the year ended 31st March 2025 as compared to Rs.170.68 Crores on the Standalone basis and Rs.191.06 Crores on consolidated basis as at 31st March 2024

CREDIT RATING:

During the Financial Year 2024-25, no new credit rating has been obtained by the Company.

MATERIAL CHANGES AND COMMITMENTS:

Scheme of Arrangement: The Board of Directors in their meeting held on 23rd May, 2024 have approved the Scheme of Arrangement (Merger by Absorption of two Transferor Companies into Transferee Company), ("the Scheme"), between Savarwadi Rubber Agro Private Limited ("First Transferor Company" and "SRAPL") and Treeo Resorts Private

Limited ("Second Transferor Company" and "TRPL") and Kamat Hotels (India) Limited ("Transferee Company" and "KHIL") and their respective Shareholders and Creditors in accordance with the provisions of Sections 230 to 232 read with Section 66 of the Companies Act, 2013 ("the Act") and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder including Companies (Compromise, Arrangements & Amalgamations) Rules, 2016, as amended from time to time, and in accordance with the provisions of Memorandum and Articles of Association of the Company, subject to the requisite approval of the shareholders/ creditors/ debenture holders/ debenture trustee of the Company and the sanction of the jurisdictional National Company Law Tribunal (NCLT) and/or such other competent authority, as may be applicable.

The First Transferor Company is a part of the promoter and promoter group of the Transferee Company. However, neither of the Transferor Companies are engaged in significant business operations. The First Transferor Company owns a freehold land in Vile Parle East, Mumbai, which houses a Sewage Treatment Plant (STP) Unit utilized by the Transferee Company. The Transferee Company continues to utilize this property. The Second Transferor Company owns a non- agricultural land and building situated on Mumbai-Ahmedabad Highway in the village of Saye, Palghar District, Thane, which makes it suitable and ideally located for KHIL to develop and operate future hotel/resort projects including residential projects on this TRPL land. The Management of the Transferee Company is of the view that the proposed Scheme of merger by absorption/ amalgamation will enhance stakeholders wealth and streamline the groups structure, resulting in improved administrative and operational efficiency. Therefore, to simplify and enhance operational efficiency, it is proposed to restructure the group by merging the two Transferor Companies into the Transferee Company. A robust governance structure to ensure and enhance compliances.

The Company had submitted to the Stock Exchanges the Draft Scheme of Arrangement for merger by Absorption between Savarwadi Rubber Agro Private Limited (SRAPL), Treeo Resort Private Limited (TRPL) and Kamat Hotels (India) Limited (KHIL) along with all the other documents required as per the checklist provided by both the Exchanges.

However, as per the requirements of the Stock exchanges, the Company has revised the draft Scheme along with its annexures in their duly convened Board and Board Committees meetings held on 12 th August, 2024. Thereafter the revised draft Scheme has been submitted to the Stock Exchanges. The details with respect to the revised draft Scheme has also been updated at the website of the Company at .

Further, the Company has received No Objection certificate ("NOC") from the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) to the proposed scheme, on May 22, 2025, as required under Regulation 37 of the SEBI Listing Regulations.

The Board and the Board Committees of the Company in their meetings held on 12 th August, 2024, accorded their approval to compensate Savarwadi Rubber Agro Private Limited ("First Transferor Company" and "SRAPL") for the purpose of allowing the Company to use the Sewage Treatment Plant (STP unit) situated on the plot area owned by SRAPL. The Compensation payable to SRAPL would be through issue and allotment of New Equity Shares of Kamat Hotels (India) Limited ("the Company") to the shareholders of SRAPL pursuant to the Scheme of Arrangement as per the Share Exchange Ratio derived by the Registered Valuer, which was considered and approved by the Board of Directors and Board Committees. The aforesaid issue and allotment of Shares to SRAPL will be post receipt of approval on the Draft Scheme of Merger by absorption from the Shareholders and National Company Law Tribunal (NCLT) and such other approvals as may be required in this regard.

Further, with reference to Note No.48.4 and Note No. 54.4 of the Standalone and Consolidated Financial Statements for the year ended 31st March, 2025, respectively, which are annexed to this Report, the Board and the Board Committee of the Company in their meetings held on 12th August, 2024, accorded their approval to compensate Savarwadi Rubber Agro Private Limited ("First Transferor Company" and "SRAPL") for the purpose of allowing the Company to use the Sewage Treatment Plant (STP unit) situated on the plot area owned by SRAPL. The Compensation payable to SRAPL would be through issue and allotment of New Equity Shares of Kamat Hotels (India) Limited ("the Company") to the shareholders

of SRAPL pursuant to the Scheme of Arrangement as per the Share Exchange ratio derived by the Registered Valuer, which was considered and approved by the Board and Board Committees. The aforesaid issue and allotment of Shares to SRAPL will be post receipt of approval on the Draft Scheme of Merger by absorption from the Shareholders and National Company Law Tribunal (NCLT) and such other approvals as may be required in this regard.

There have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES IN TERMS OF RULE 8(1) OF COMPANIES (ACCOUNTS) RULES, 2014:

In accordance with the provisions of the Companies Act, 2013 ("the Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and IND AS 110, the Audited Consolidated Financial Statement forms part of the Annual Report.

A copy of Audited Financial Statements of the Subsidiaries/ Associates/Joint Ventures shall be made available for the inspection at the Registered Office of the Company during business hours. Any shareholder interested in obtaining a copy of separate Financial Statement of the Subsidiaries/ Associates/ Joint Ventures shall make specific request in writing to the Corporate Secretarial Department of the Company.

The Audited Financial Statements of the Subsidiaries/ Associates Joint Ventures are also available on the website of the Company. In view of this, the Balance Sheet, Statement of Profit and Loss and other related documents of the Subsidiaries/ Associates are not attached in this Annual Report. However, the statement containing the salient features which is required to be given in Form AOC -1 are provided with the Consolidated Financial Statement of the Company, hence not repeated for the sake of brevity. Further, as on 31 st March, 2025 the Company has following Subsidiaries:

SUBSIDIARY/WHOLLY OWNED SUBSIDIARY COMPANIES:

Orchid Hotels Pune Private Limited

Mahodadhi Palace Private Limited

Kamats Restaurants (India) Private Limited

Fort Jadhavgadh Hotels Private Limited

Orchid Hotels Eastern (I) Private Limited

Envotel Hotels Himachal Private Limited

Chandi Hospitality Private Limited

Ilex Developers & Resorts Limited*

* Ilex Developers & Resorts Limited ("IDRL") has become subsidiary of the Company with effect from 1st April, 2025 pursuant to Shareholders Arrangement Agreement entered between "IDRL" and Major Shareholders of "IDRL" namely Kamat Hotels (India) Limited, Plaza Hotels Private Limited and Sangli Rubber Agro Private Limited.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this report, the Company has 10 (Ten) Directors out of which 2 (Two) are Executive Directors, 2 (Two) are Non-Executive Non-Independent Directors, and 6 (Six) are Independent Directors.

Directors retiring by rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vishal V. Kamat (DIN: 00195774), Director of the Company, retiring by rotation, at the ensuing Annual General Meeting, and being eligible, offers himself for re- appointment.

Independent Directors:

The Company has received necessary declaration from each of the Independent Directors, under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation

16 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. 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. There has been no change in the circumstances affecting their status as Independent Directors of the Company. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics.

The Independent Directors of the Company have confirmed that they have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended). The Independent Directors of the Company possess the requisite experience and they have successfully qualified the online proficiency self- assessment test conducted by The Indian Institute of Corporate Affairs ("IICA") for Independent Directors Data Bank.

Woman Director:

In terms of the provisions of Section 149(1) of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has complied with the requirement of having at least one Independent Woman Director on the Board of the Company.

Non-Executive Directors:

Your Company has optimum combination of Executive and Non- Executive Directors on Board. As stipulated under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, more than half of the Board comprises of Independent Directors.

Further, Mr. Kaushal K. Biyani and Mr. Hrishikesh B. Parandekar, Directors, nominated by "Purple Clover Tree LLP" (The Debenture holder) have tendered their resignation from Directorship (in the category of Nominee Directors) of the Company with effect from 4th April, 2024, on account of repayment of entire outstanding amount due to "Purple Clover Tree LLP"

Further, on 12 th August, 2024 the Company appointed Mr. Kaushal K. Biyani as an Additional Director under Non-Executive Non-Independent category, nominated on behalf of the Alpha Group (major equity Shareholder of the Company), and his appointment was regularized by the members in the 37th AGM of the Company held on Friday, 27th September, 2024.

Key Management Personnel (KMP):

Mr. Nikhil Singh was appointed as the Company Secretary and Compliance Officer of the Company with effect from 30 th August, 2023. The Compliances and filings related to the Appointment of Company Secretary were fulfilled in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on the date of this report, Dr. Vithal V. Kamat, Executive Chairman and Managing Director, Mrs. Smita Nanda, Chief Financial Officer and Mr. Nikhil Singh, Company Secretary and Compliance Officer are the Key Managerial Personnels of the Company in accordance with the provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, 5 (Five) meetings of the Board of Directors were held.

The intervening gap between the two Board meetings were not more than 120 days. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report.

AUDIT COMMITTEE:

The composition of the Audit Committee as required to be disclosed under Section 177(8) of the Companies Act, 2013 including the terms of reference and the details of the Meetings along with the attendance of the Committee Members thereof is furnished in the Corporate Governance Report which forms part of this Annual Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE:

In terms of Section 178(3) of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a policy on Directors appointment, nomination and remuneration of Directors and Senior Management Employees including, inter alia, criteria for determining qualifications, positive attributes, independence of directors and policy on Board diversity was formulated by the Nomination and Remuneration Committee and has been adopted by the Board of Directors. The said policy is also made available on the website of the Company and its web link is .

The composition of the Committee including the terms of reference and the details of the Meetings along with the attendance of the Committee Members thereof is furnished in the Corporate Governance Report which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Company understands the importance of the society in smooth functioning of the business. Thus, to acknowledge the constant support provided by the society, the Company involves itself in different corporate social responsibility activities.

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

The CSR committee on a continuous basis manifests the activities through which it can have positive impact on the society and be beneficial for larger good of the people.

The details of Committee including the terms of reference, composition and attendance of the Members thereof is furnished in the Corporate Governance report which forms part of this Annual Report.

MEETING OF INDEPENDENT DIRECTORS:

The meeting of Independent Directors was conducted to enable the Independent Directors to discuss matters pertaining to inter alia review the performance of Non- Independent Directors and the Board as a whole, review the performance of the Executive Chairman of the Company (taking into account the views of the Executive and Non- Executive Directors), review the performance of the Company, assess the quality, quantity and timeliness of flow of information between the Company, Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

The meeting of the Independent Directors for the financial

year under review was held on 3rd February, 2025.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (C) read with Section 134(5) of the Act, the Directors to the best of their knowledge and ability, hereby confirm that:

In the preparation of the annual accounts for the year ended 31 st March 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and that there are no material departures from the same;

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 as at 31 st March 2025 and of the profit of the Company for the financial year ended on that date;

They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The annual accounts of the Company have been prepared on a going concern basis;

The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

SECRETARIAL STANDARDS:

Your Directors confirm that the Company is in compliance with applicable secretarial standards issued by Institute of Company Secretaries of India.

AUDITORS AND AUDITORS REPORT: STATUTORY AUDIT:

M/s. N. A. Shah Associates LLP, Chartered Accountants, Mumbai were re-appointed as Statutory Auditors of your Company for the term of 5 (five) years commencing from the 35th Annual General Meeting held on 28th September, 2022 until the conclusion of 40th Annual General Meeting of the Company to be held in the year 2027.

During the year under review, the Auditors had not reported any instances of fraud or matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

The Company has received Eligibility Certificate letter from M/s. N. A. Shah Associates LLP, Chartered Accountants, Mumbai, to the effect that their appointment, is within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for appointment.

SECRETARIAL AUDIT:

In terms of the provision of the Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has re-appointed M/s. DM & Associates, Company Secretaries LLP, Practicing Company Secretaries, for the term of 5 (five) consecutive financial years i.e. 1st April, 2025 to 31st March 2030. The Secretarial Audit Report for the Financial Year ended 31st March 2025 issued by M/s. DM & Associates, Company Secretaries LLP, Practicing Company Secretaries is annexed herewith marked as "Annexure B" to this Annual Report. The observation / adverse remark contained in the Audit report is self-explanatory and no further managements clarification is required.

COST AUDIT:

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Act.

EMPLOYEE REMUNERATION: [DETAILS AS PER SECTION 197(12) READ WITH RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014]:

A Statement of Disclosures relating to remuneration of Directors, Key Managerial Personnel (KMPs) and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in " Annexure C" to this Report. However, other information as required under said rule may be obtained by the members by writing to the Company Secretary of your Company and the same be furnished on request and is also made available on the Companys website i.e. .

MANAGEMENT DISCUSSION AND ANALYSIS:

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is as annexed at "Annexure D".

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Report of Corporate Governance as stipulated under the Listing Regulations is annexed at "Annexure E" The requisite Certificate from M/s. DM & Associates, Company Secretaries LLP, Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

VIGIL MECHANISM:

Your Company has established a Vigil Mechanism for Directors and Employees to report genuine concerns. The Vigil Mechanism enable the Directors, Employees and all Stakeholders of the Company to report genuine concerns and provides for adequate safeguards against victimization of person who use Vigil Mechanism and also makes provision for direct access to the Chairman of the Audit Committee.

The detail of Vigil Mechanism is available on the Companys website and can be accessed at and its web link is .

RISK MANAGEMENT:

Your Company has a well defined Risk Management framework, which is designed to enable risk to be identified, assessed and mitigated appropriately.

A quarterly review report on compliance with Risk Management framework of the Company is placed before the Audit Committee of the Company.

Your Company has adopted Risk Management Policy pursuant to the provisions of Section 134 of the Act, to identify and evaluate business risks and opportunities for mitigation of the same on a continual basis, which is available on the Companys website at and its web link is . com/other-policies.html.

During the year under review, no risk threatening the

existence of the Company was identified.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

Your Company constantly endeavors to familiarize its Independent Directors on the functioning of the Company, so that they are aware of the functions of the Company and their expertise can be utilized for the betterment of the Company. In this view, the Company has conducted Familiarization Programmes to familiarize the Independent Directors of the Company. Details of the same are disclosed on the website of the Company and the web link of the same is .

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of loans given, guarantees given, investments made and securities provided by the Company under Section 186 of the Companies Act, 2013 are given as under:

(Rs. In lakhs)

Particulars	Opening Balances	Movement during the year	Closing Balance
Loans Given	20329.78	(898.33)	19431.45
Guarantee Given/ Security Provided	0	0	0
Investment Made	5039.47	(0.21)	5039.68*

* Movement in the year represents Fair value adjustment and

investment in Subsidiary.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

To comply with the provisions of Section 188 of the Companies Act, 2013 ("the Act") and Rules made thereunder read with Regulation 23 of SEBI (LODR) Regulations, your Company took necessary prior approval of the Audit Committee before entering into related party transactions. All contracts

/ arrangements / transactions entered into by the Company during the Financial Year 2024-25 with related parties, as defined under the Act and SEBI (LODR) Regulations were in the ordinary course of business and on arms length basis.

The Company has formulated a Policy on Related Party Transactions which is available on Companys website at . The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

The Audit Committee has granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and Board of Directors.

The Members at their Annual General Meeting held on 27th September, 2024, by way of passing ordinary resolution, approved for entering into material related party transaction with Plaza Hotels Private Limited for an amount not exceeding Rs. 90 Crores per annum for the financial years 2024-25, 2025- 26 and 2026-27 pertaining to execution of Business Contract Agreement ("BCA") and the Memorandum of Understanding

("MOU") with Plaza Hotels Private Limited ("PHPL") for a further term not exceeding 30 years.

Suitable disclosure as required under IND-AS 24 has been made in Notes to the Financial Statements forming part of the Annual Report.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

The Company has established the procedure for performance evaluation of the Board, Committees and other Individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors.

The performance evaluation process inter-alia considers attendance of Directors at Board and Committee Meetings, acquaintance with business, communication inter-se board members, effective participation, domain knowledge, and compliance with code of conduct, vision and strategy, etc.

The Board carried out an annual performance evaluation of its own performance, its Committees, and that of its Individual Directors.

DISCLOSURE OF PECUNIARY RELATIONSHIP:

During the year, there was no pecuniary relationship or transactions between Non-Executive Directors and the Company. No payment, except sitting fees, was given to Non-Executive Directors of the Company. No convertible instruments are held by any of the Non-Executive Directors.

DETAILS OF SHARES ISSUED WITH DIFFERENTIAL VOTING RIGHTS AND SWEAT EQUITIES:

During the year under review, the Company has not issued any shares with differential voting rights as to dividend, voting or otherwise and sweat equity shares.

EMPLOYEE STOCK OPTION SCHEME:

The Company presently does not have a policy relating to Employee Stock Option Plan.

PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES:

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustee for the benefit of employees.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of Energy:

The Company continued energy conservation efforts during the year. It has closely monitored power consumption and running hours on day to day basis, thus resulting in optimum utilization of energy. Up to the Financial Year 2024-25, the Company has implemented the following energy conservation measures:

Energy Conservation Measures:

Chiller Plant VFD (Variable Frequency Drive) is installed which saves 325 Units daily. Both Daikin and train chiller water lines are insulated. VFD installed for 3 primary pumps, cooling tower and condenser pump saves 450 units daily in winter.

9 VFD (Variable Frequency Drive) are installed for domestic and flushing hydro pneumatics water pump. Heat pumps are used for hot water generation Pump which uses the heat of the AC system to heat the water thus reducing carbon footprint. Rain water is used for flushing System. All guest toilets have motion sensor taps installed. A total of 23 motion sensor taps have been installed.

Cooling Tower (CT) fan is equipped with temperature control. Two (2) fans of 5 HP are installed for temperature control. Replaced normal fans with BLDC fans. Total 6 fans replaced with BLDC fans.

Energy-efficient 7W LEDs replaced 11W PL lamps, and 22W Panel lights replaced 36W tube lights in back-of- house areas. In the parking area, 40W tube lights were replaced with 18W LED tubes equipped with motion sensors. New LED lights were also installed in the lobby and other key areas.

Construction of Atrium at Orchid Hotel, Mumbai which allows natural light to enter in the property during the day time resulting into energy conservation.

Motion sensors are installed in prive (Private) wing and

in bathroom lights of 18 guest rooms.

The master control panels are installed in each room of the Hotel units to control the room temperature. Once the Pumba Panel is turned on by the guest, it automatically controls the temperature of the room depending upon the humidity and temperature of the room. This enables the optimization of energy usage and prevents obnoxious usage of resources by the guest.

Water Saving Measures:

All taps and showers in the hotel units contain special aerators which increases the water force and reduced outflow resulting into saving water. By using these aerators, it would save up to 70% of water.

Installation of Geberit flush tank in place of a normal flush tank, where a normal flush tank flushes 14 liters of water where as Geberit flush tank flushes 7 liters of water in a single flush action, by which plenty litres of water is saved.

Recycle and Reuse of water: The Orchid Hotel, Mumbai uses Central Sewage Treatment Plant which recycles the water and sewage water generated by the hotel at various points. All the waste and sewage water generated in hotel is collected in STP collection tank. Part of this treated water is stored in tank for use in horticulture, irrigation and various water bodies spread over the campus. The other part of the treated water is then passed through a water softening plant and pumped to water tank for the cooling towers.

Chlorine treatment process of the swimming pool water has been replaced with Ozonator which leaves no harmful Chlorinated by- products in water.

Waste Management Measures:

The Orchid hotels follows robust waste management system by segregating the waste at source. This brand ethos is very religiously followed at all the hotel points wherever applicable.

The Orchid Hotels creates in-house vermi-compost using their wet waste. The wet waste is then kept in the bin for almost 2 months to get a fine quality vermi-compost. The Orchid uses this vermi-compost for its gardening and also supplies the same to various gardens of Mumbai city.

Technology Absorption:

the efforts made towards technology absorption: There is no material information on technology absorption to be furnished. However, the Company continues to absorb and use the latest technologies for efficient and effective functioning of the operations of the Hotels and of the Company.

the benefits derived like product improvement, cost reduction, product development or import substitution: N.A.

in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

the details of technology imported: N.A.

the year of import: N.A.

whether the technology been fully absorbed: N.A.

if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.

the expenditure incurred on Research and Development:

N.A.

The activities of the Company at present do not involve technology absorption and research and development.

Foreign exchange earnings and outgo:

During the year under review, your Company has earned Foreign Exchange of Rs. 923.21 lakhs as compared to Rs. 916.9 lakhs in the previous year.

Further, the total Foreign Exchange Outgo of your company during the year under review was Rs. 71.4 lakhs as compared to Rs.62.59 lakhs in previous year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review, no significant or material orders were passed by the regulators or courts or tribunals which had an impact on the going concern status of the Company and its operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:

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.

Furthermore, in accordance with Section 149(8), read with the Code for Independent Directors laid down under Schedule IV, Clause II (4) of the Companies Act, 2013, the Independent Directors have satisfied themselves on the integrity of financial information and have ensured that Financial Controls and systems are robust and secure.

The Board has empowered the Audit Committee to periodically review and confirm that the mechanism remains effective and fulfill the objectives for which they have been created.

DISCLOSURES RELATING TO UNCLAIMED SUSPENSE ACCOUNT AS PER REGULATION 34(3) READ WITH SCHEDULE V (F) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATION, 2015:

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for the sincere and whole hearted co-operation extended by all concerned, particularly Companys Bankers, Financial Institutions, Debenture holders, Statutory Authorities, Security Trustees, Stock Exchanges, Department of Tourism, Municipal authorities, the Government and its agencies, the Central Government, Suppliers, Clientele, hotel operating partners and the employees of the Company and look forward to their continued support. The Directors also thank the shareholders for their continuing support and confidence in the Company and its management.

The voting rights on the shares in unclaimed suspense account shall remain frozen till the rightful owner of such shares claims the shares.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (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 employee in the Company. The Companys policy provides for protection against sexual