Lords Ishwar Hotels Ltd Directors Report

To,

The Members,

Your Directors are pleased to present the 40th Annual Report of your Company together with the Audited Financial Statements and Auditors Report for the year ended 31st March, 2026.

1. FINANCIAL RESULTS:

(Rs. in Lakh)

Particulars	2025-26	2024-25
Total Revenue	760.97	860.73
Net Operating Profit	62.10	95.84
Less: Interest & Finance Charges	39.59	31.13
Less: Depreciation	16.14	21.90
Profit/(Loss) Before Tax & Exceptional Items	6.37	42.81
Add: Exceptional Items	--	--
Profit/(Loss) Before Tax	6.37	42.81
Less : Provision for Taxation
- Net Current Tax	--	--
- Deferred Tax	14.56	8.31
Net Profit/(Loss) After Tax	(8.19)	34.50

2. OPERATIONS:

The total revenue of your Company for the year 2025-26 is Rs. 760.97/- lakh as against Rs. 860.73/- lakh of the previous year. The Company reported net loss of Rs. 8.19/- lakh for the year 2025-26 in comparison with a net profit after tax of Rs. 34.50/- lakh of the previous year.

During the year under review, the some of the guest rooms and restaurant of the Company underwent renovation, which temporarily impacted business operations and as a result there was decline in revenue.

3. TRANSFER TO RESERVE:

During the year under review, the Board has not proposed to transfer any amount to Reserves.

4. DIVIDEND:

During the year under review, your Directors regret their inability to recommend any dividend.

5. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

6. SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crores Only) divided into 1,50,00,000 Equity Shares of Rs. 10/- each. The Paid-up Share Capital of the Company is Rs. 7,47,00,000 (Rupees Seven Crore and Forty-Seven Lakhs Only) divided into 74,70,000 Equity Shares of Rs. 10/- each.

During the year under review, your Company has not issued any sweat equity, shares with differential voting rights and under Employees Stock Option Scheme.

7. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there is no change in the nature of business of your Company.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

As on 31st March, 2026, your Company had Six (6) Directors, which include One (1) Executive Director, One (1) Non-Executive Director, One (1) Non-Executive Woman Director and Three (3) Independent Directors.

Mrs. Sangita Pushpendra Bansal (DIN: 01571275), Director of the Company is liable to retire by rotation and being eligible, was reappointed as a Director in 39th AGM held on 9th September, 2025.

Mr. Pushpendra Radheshyam Bansal (DIN: 00086343), Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

Mr. Adityabhai Jagdishbhai Joshi (DIN: 07718831) appointed as a Non-executive Independent Director for the period of 5 (Five) years w.e.f. 10th September, 2025 in the 39th AGM held on 9th September, 2025.

Mr. Virendra Parasram Mistry (DIN: 07411998), Non-executive Independent Director of the Company whose second term have been completed and ceased as an Independent Director and chairperson/member of various committees of the Company w.e.f. 12th February, 2026.

Ms. Neha Prajapati (ACS: 71206) has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 31st May, 2025 and Ms. Mahima Ketankumar Jariwala (ACS: 75636) has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 2nd June, 2025 in the Board Meeting held on 30th May, 2025.

As on 31st March, 2026, Mr. Pushpendra Radheshyam Bansal (DIN: 00086343) is Managing Director, Mr. Ajay Pawar is Chief Financial Officer (CFO) and Ms. Mahima Ketankumar Jariwala is Company Secretary of the Company and thus the Company has all Key Managerial Personnel (KMPs) as per the provisions of Section 203 of Companies Act, 2013.

Particulars as per Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 of the General Meeting are enclosed as an Annexure with the notice of 40th AGM.

9. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) and Regulation 25 of the SEBI Listing Regulations. All the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

10. FAMILARISATION PROGRAM TO INDEPENDENT DIRECTORS:

Pursuant to Regulation 25(7) of SEBI Listing Regulations, the Company regularly familiarizes its Independent Directors with their roles, rights, responsibilities, any new happening in the hotel business, amendments to the applicable laws etc. The detail of familiarization program is posted on the Companys website at http://lordsishwar.com/wp- content/uploads/2026/02/LIHL Familiar Prog for ID 10.02.2026.pdf

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 (2) (e) of the SEBI Listing Regulations is annexed as Annexure-2 herewith forming part of this report.

12. CORPORATE GOVERNANCE:

In compliance with Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance is annexed as Annexure-3, forms an integral part of this report.

13. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-4.

The statement containing names of top ten employees in terms of remuneration drawn and the 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 annexed as Annexure-5.

14. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Amendment Rules, 2020, the Annual Return in Form MGT-7 for the financial year 2025-26 of the Company is placed on the website of the Company http://lordsishwar.com/wp-content/uploads/2026/06/MGT-7-2025- 26.pdf

15. BOARD MEETINGS:

During the year under review, 4 (Four) Board Meetings were held as per the requirements of the Companies Act, 2013, SEBI Listing Regulations, Secretarial Standards and circulars/notifications issued thereon. The detail information of Board Meetings is being furnished under “Corporate Governance Report” forming part of this Annual Report.

16. COMMITTEE MEETINGS:

Details pertaining to the composition of Audit Committee and Other Committees and all meetings were held during the year 2025-26, are given in the Corporate Governance Report.

17. LOAN FROM DIRECTORS:

The Company has taken Unsecured Loan from Mr. Pushpendra Radheshyam Bansal (DIN: 00086343), Managing Director of the Company. The details of the Unsecured Loan taken by the Company are provided in Note No. 12 of the Financial Statement.

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed and no material departures have been made for the same.

(ii) the Directors 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 ended on 31st March, 2026 and of the loss of the Company for the year ended on that date.

(iii) the Directors 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.

(iv) the Directors have prepared the accounts for the financial year ended 31st March, 2026, on a ‘going concern basis.

(v) the Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and operating effectively.

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

19. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

Your directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

20. REMUNERATION POLICY:

Pursuant to Regulation 19 of SEBI Listing Regulations, a policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(4) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report.

21. STATUTORY AUDITORS:

M/s. R. M. Hariyani & Co., Chartered Accountants (Firm Reg. No. 147657W) at Bharuch, was appointed as Statutory Auditors of the Company in the 36th AGM held on 7th September, 2022 for the period of 5 (Five) years i.e., up to the conclusion of the 41st AGM of the Company.

The Auditors in their report have referred to the notes forming part of the accounts. The said notes are self-explanatory and do not contain any qualification, reservation or adverse remark or disclaimer. Also, no offence of fraud was reported by the Auditors of the Company under Section 143 (12) of the Companies Act, 2013.

22. INTERNAL AUDITOR:

M/s. J. Bhavsar & Co., Chartered Accountants (Firm Reg. No. 115613W) at Surat, the Internal Auditors of the Company have conducted periodic audit of all operations of the Company. The Audit Committee has reviewed the findings of Internal Auditors regularly and their reports have been well received by the Audit Committee.

The Report does not contain any qualification, reservation or adverse remarks. No offence of fraud reported by them as per Section 143(12) of the Companies Act, 2013.

23. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations and Rules thereon, your Company has appointed M/s. Nandaniya

Joshi & Associates, Practicing Company Secretaries (Firm Registration No. P2020GJ084200) at Vadodara as the Secretarial Auditor of the Company to carry out the Secretarial Audit for a term of 5 (five) consecutive years commencing from the conclusion of 39th AGM held on 9th September, 2025 until the conclusion of 44th AGM of the Company. The Secretarial Audit Report (Form MR-3) is annexed as Annexure-6.

The Report does not contain any qualification, reservation or adverse remarks. No offence of fraud reported by them as per Section 143(12) of the Companies Act, 2013.

24. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:

During the year under review, your Company does not have any Subsidiaries, Joint Ventures or Associate Companies.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has not given any loans or guarantees covered under the Provisions of Section 186 of the Companies Act, 2013. The details of the Investment made by the Company are given in the Note no. 3 to the financial statements.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. All related party transactions were placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of a foreseen and in repetitive nature.

In line with the requirements of the Companies Act, 2013 read with Regulation 23 of the SEBI Listing Regulations, your Company has adopted a Related Party Transactions Policy which is placed on its website http://www.lordsishwar.com/wp-content/uploads/2025/07/Related-Party- Policy.pdf

During the year, your Company has entered into material related party transactions and the disclosure of related party transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is annexed as Annexure -1.

Suitable disclosure as required under AS-18/Ind-AS-24 has been made in Note No. 44 to the Financial Statement.

27. LISTING ON STOCK EXCHANGE:

The Companys shares are listed with the BSE Limited and the Company has paid the necessary listing fees and custody fees for the Financial Year 2025-26 and 2026-27.

28. MATERIAL CHANGES AND COMMITMENTS:

During the year under review, there are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

29. REPORT ON CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO:

In accordance with the requirement of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, your Directors furnish hereunder the additional information as required.

A. Conservation of Energy:

Your Company has made all possible efforts to closely monitor power consumption on daily basis so as to reduce wastage. The Company is also trying to find ways and means to reduce power consumption and thus reduce the overall energy cost.

Your Company is using PNG (Pipelines Natural Gas) in the Kitchen and other operational areas. Your Company is also using DG set for utilising alternate sources of energy. During the year, your Company does not have any capital investment on energy conservation equipment.

B. Technology Absorption:

The project of your Company has no technology absorption, hence no particulars are offered.

C. Total Foreign Exchange Earning and Outgo:

(Rs. in Lakh)

Particulars	2025-26	2024-25
Total Foreign Exchange used	--	--
Total Foreign Exchange earned	5.99	--

30. RISK MANAGEMENT:

Although not mandatory, the Company has constituted a Risk Management Committee as a measure of good governance. The details of the Committee and its terms of reference are set out in the Corporate Governance Report.

A Risk Management Policy was framed and approved by the Board. The objective of this policy is to minimize the adverse impact of various risks attached with the business goals and objectives and to enhance the value of stakeholders.

The Management has put in place adequate and effective system and man power for the purposes of risk management.

31. CERTIFICATE FROM PRACTISING COMPANY SECRETARIES:

The Company has received a certificate from M/s. Nandaniya Joshi & Associates, Practicing Company Secretaries confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs/Reserve Bank of India or any such statutory authority. The same is annexed as Annexure- 7 forming part of this Report.

32. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, Committees and the Directors individually. The manner in which the evaluation has been carried out, detailed below:

The performance evaluation of the Board as a whole, Chairperson and Non Independent Directors was carried out by the Independent Directors. The Independent directors evaluated the parameters viz., level of engagement, duties, responsibilities, performance, obligations and governance safeguarding the interest of the Company. The performance evaluation of Independent directors was carried out by the entire Board.

33. BOARD DIVERSITY POLICY:

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought process at the back of varied industrial and management expertise, gender and knowledge. The Board recognizes the importance of diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Board Diversity Policy is available on our website http://www.lordsishwar.com/wp- content/uploads/2024/08/Board Diversity Policy.pdf

34. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an internal financial control system, commensurate with the size, scale and complexity of its operation to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory and statutory compliance. The scope and authority of the internal audit function is well defined in the organization. To maintain its objectivity & independence, internal audit function is laid before the Audit Committee of the Board. Based on the report of the internal audit & Audit committee observation, corrective actions are undertaken by the respective departments and thereby strengthen the controls.

35. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Regulation 22 of SEBI Listing Regulations and Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014, the Company has adopted a Vigil Mechanism/Whistle Blower policy for its directors & employees to report their genuine concerns/grievances. This mechanism also provides for adequate safeguards against victimization of person who use such mechanism and makes provisions for direct access to the Chairperson of Audit Committee. The Vigil Mechanism/Whistle Blower policy is available on the Companys website at http://www.lordsishwar. com/ wp-content/uploads/2016/06/LIHL-Vigil-Mechanism. pdf

36. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

During the year under review, your Company has complied with provisions of the POSH Act and constituted Internal Complaints Committee under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has submitted the annual report as per the requirement of Section 21(1) of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to Assistant Labour Commissioner, Vadodara.

In terms of Schedule V read with Regulation 34(3) of SEBI Listing Regulations and Companies (Accounts) Second Amendment Rules, 2025 disclosures relating to Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 are given as below:

Sr. No.	Particulars	No. of complaints
1	Number of complaints filed during the financial year 2025-26	NIL
2	Number of complaints disposed off during the financial year 2025-26	NIL
3	Number of cases pending for more than ninety days	NIL
4	Number of complaints pending as on 31st March, 2026	NIL

37. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961:-

During the year under review, your Company has complied with provisions under the Maternity Benefit Act, 1961 and rules made thereunder. The Company continues to support and provide all eligible female employees with maternity benefits in line with the statutory requirements.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

During the year under review, no significant and material order has been passed by the Regulators, Courts and Tribunals impacting the going concern status and Companys operations in future.

39. MAINTAINANCE OF COST RECORDS:

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

40. CORPORATE SOCIAL RESPONSIBILTY:

Pursuant to the provisions of section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility, are not applicable to your Company.

41. VALUATION:

During the year under review, there were no instances of Onetime Settlement with any Banks or Financial Institutions.

42. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

43. INDUSTRIAL RELATIONS:

During the period under review, the relations with the most valuable human resources of the Company remained cordial and peaceful. Your Directors wish to place on record their appreciation for the devoted services rendered by the staff of the Company.

44. ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere thanks to the valued guests, suppliers and the Financial Institution for their support, co-operation and guidance.

Your Directors take the opportunity to express their sincere thanks to all the investors, shareholders and stakeholders for their continued confidence in the company.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, contributing in Management and delivering a sound performance.

	For and on behalf of Board of Directors of
	LORDS ISHWAR HOTELS LIMITED
	PUSHPENDRA BANSAL	SANGITA BANSAL
Place: Mumbai	Managing Director	Director
Date: 22nd July, 2026	DIN: 00086343	DIN: 01571275
Registered Office:
Hotel Revival, Near Sayaji Gardens,
Kala Ghoda Chowk, University Road,
Baroda, Gujarat - 390 002.
CIN: L55100GJ1985PLC008264