Lords Ishwar Hotels Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting the 38^th Annual Report of your Company together with the Audited Financial Statements and Auditors Report for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS: (Rs. in Lacs)

Particulars	2023-24	2022-23
Total Revenue	770.13	742.51
Net Operating Profit	700.31	694.27
Less: Interest & Finance Charges	-	-
Less: Depreciation	24.22	24.80
Net Profit/(Loss) Before Tax & Exceptional Items	45.60	23.44
Add: Exceptional Items	--	--
Net Profit/(Loss) Before Tax	45.60	23.44
Less : Provision for Taxation
- Net Current Tax	0.00	0.00
- Deferred Tax	(3.42)	12.09
Net Profit/(Loss) After Tax	49.02	11.35

2. OPERATIONS:

The total revenue of your company for the current year increased to Rs.770.13 /- Lacs as against of Rs. 742.51/- Lacs in the previous year. A net profit after tax of Rs.49.02 /- Lacs for the financial year 2023-24 has been accounted as against of net profit after tax of Rs. 11.35/- Lacs in the financial year 2022-23.

3. DIVIDEND:

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

4. TRANSFER TO RESERVES:

During the year under review, the board has not proposed to transfer amount to any reserves.

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

During the year under review, no significant and material orders were passed by the Regulators or courts or Tribunal impacting the going concern status and Companys operation in future.

7. 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 Lacs Only) divided into 74,70,000 Equity Shares of Rs. 10/- each.

During the year under review, your Company has not issued any securities.

8. MATERIAL CHANGES AND COMMITMENTS:

During the year under review, there are no material changes and commitments, affecting financial position of the Company which have occurred between the end of the financial year of the Company i.e. 31^st March, 2024 and the date of the Directors Report.

9. CHANGE IN THE NATURE OF BUSINESS:

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

10. BOARD MEETINGS:

During the financial year under review, 6 (Six) Board Meetings were duly held as per the requirements of the Act, Listing Regulation, Secretarial Standards and circulars/notifications issued thereon. The detail information of meetings is being furnished under "Corporate

Governance Report" forming part of this Annual Report.

11. COMMITTEE MEETINGS:

The Board has duly constituted the Audit Committee and other Committees which are mandatory for your Company. The details of all meetings held during the year 2023-24 are furnished under "Corporate Governance Report" forming part of this Annual Report.

12. 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 as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.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.

13. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Pursuant to Regulation 25(7) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, 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/2024/02/LIHL_Familiar_Prog_for_ID_13.02.2024.pdf

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

As on 31^st March, 2024, 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 Bansal (DIN: 01571275), Director of the Company, who retires by rotation and being eligible, was reappointed as a Director in 37^th Annual General Meeting held on 21.09.2023.

Mr. Mehinder Sharma (DIN: 00036252), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

On the recommendation of the Nomination and Remuneration Committee, the Board at their meeting held on 05^th August, 2024 has proposed to appoint Mr. Tikam Panchal (DIN: 08620257) as a Non-executive Independent Director for further period of 5 (Five) years w.e.f. 30^th November, 2024 subject to approval of the members in the forthcoming Annual General Meeting, who is highly renowned professionals drawn from diverse fields, who bring with him a wide range of skills and experience to the Board, which enhances the quality of the Boards functioning and its decision making process. The Company and the Board have immensely benefitted from his vast experience, knowledge and strategic insights on various matters relating to Companys business. Considering the enormous contributions of the Director to the functioning and performance of the Company, the Board was of the unanimous view that it will be in the best interest of the Company to appoint him as Non-executive Independent Directors for a term of 5 (Five) years and shall not retire by rotation.

Mrs. Darshana Laddha has resigned from the post of Company Secretary and compliance officer from the Company w.e.f. 28.09.2023.

Ms. Neha Prajapati has been appointed as a Company Secretary and Compliance officer of the Company w.e.f. 25.12.2023 in the Board Meeting held on 25^th December, 2023.

Mr. Pushpendra Bansal (DIN: 00086343) is Managing Director, Mr. Ajay Pawar is Chief Financial Officer (CFO) and Ms. Neha Prajapati 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 Listing Regulations and Secretarial Standard-2 of the General Meeting are enclosed as an Annexure with the notice of 38^th Annual General Meeting.

15. REMUNERATION POLICY:

Pursuant to Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015 & Section 134(3)(e), a policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 has been disclosed in the Corporate Governance Report.

16. 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.

17. BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, Committees and the Directors individually. The criteria for evaluation of Board as a whole includes frequency, length, transparency, flow of information, administration and disclosure of Board meeting held.

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.

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

In line with the requirements of the Companies Act, 2013 read with Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your Company has adopted a Related Party Transactions Policy which is placed on its website http://www.lordsishwar.com/wp-content/uploads/2024/08/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) (h) 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. 42 to the Financial Statement.

19. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS:

During the Year 2023-24 under review, your Company has not given any Loan, Guarantee or Investment pursuant to the provision of Section 186 of the Companies Act, 2013. The details of the Investment made by the Company are provided in Note No. 3 of the Financial Statement.

20. LOAN FROM DIRECTORS:

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

21. 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 31^st March, 2024, the applicable accounting standards have been followed and there are no material departures have been made for the same; (ii) appropriate accounting policies selected and applied are consistent and the judgments and estimates made 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 31^st March, 2024 and of the profit of the Company for that period; (iii) proper and sufficient care has been taken 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 accounts for the financial year ended 31^st March, 2024 have been prepared on a ‘going concern basis;

(v) the company has an internal financial Control System commensurate with the size, scale and complexity of its operations and that such internal financial controls are adequate and operating effectively; and (vi) We had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY:

During the year under review, your Company does not have any Subsidiary, Joint Ventures or Associate Company. Hence no disclosure of financial information of Subsidiary/Joint Venture or Associate Company is applicable to your Company.

23. RISK MANAGEMENT:

Although not mandatory, Your 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.

24. CORPORATE SOCIAL RESPONSIBILITY:

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

25. SEXUAL HARRASMENT 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, 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 (LODR) Regulation, 2015, 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 2023-24	NIL
2 Number of complaints disposed off during the financial year 2023-24	NIL
3 Number of complaints pending as on 31.03.2024	NIL

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 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. The mechanism also provides for adequate safeguards against victimization of person who use such mechanism and makes provisions for direct access to the Audit Committee chairman. 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.

27. 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 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 power savers in electric panels and in Guest Rooms with LED fittings. 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 Company continues to absorb and upgrade modern technology and advanced technique in various guest contact areas.

C. Foreign Exchange Earning and Outgo:

During the financial year 2023-24, there was no transaction relating to Foreign Exchange and outgo.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 (2) (e) of SEBI (Listing Obligations & Discussion Requirements) Regulations, 2015 is annexed as Annexure-2 herewith forming part of this Report.

29. MAINTENANCE 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.

30. 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.

31. CORPORATE GOVERNANCE:

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a Corporate Governance Report is annexed as Annexure-3, forming an integral part of this Report.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:

The information required under Section 197 of the Act 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 Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-5.

33. 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 Companies (Management and Administration) Amendment Rules, 2020, the Annual Return in Form MGT-7 for the financial year 2023-24 of the Companies is placed on the website of the Company http://www.lordsishwar.com/wp-content/uploads/2024/07/MGT-7_2023-24.pdf.

34. STATUTORY AUDITORS:

M/s. R. M. Hariyani & Co., Chartered Accountants (Firm Reg. No. 147657W), was appointed as Statutory Auditors of the Company in the 36^th Annual General Meeting held on 07.09.2022 for the period of 5 (Five) years i.e., up to the conclusion of the 41^st Annual General Meeting 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 Act.

35. INTERNAL AUDITOR:

M/s J. Bhavsar & Co., Chartered Accountants (Firm Registration No. 115613W), at Surat, Internal Auditors 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.

36. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules thereon, your Company has appointed M/s. Nandaniya Joshi & Associates, Practicing Company Secretaries (Firm Registration No. P2020GJ084200) at Vadodara to conduct the Secretarial Audit of the Company for the financial year 2023-24. 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 Act.

37. 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 2023-24 and 2024-25.

38. 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.

39. INTERNAL FINANCIAL CONTROL SYSTEMS & 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.

40. 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).

41. INDUSTRIAL RELATIONS:

During the year 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.

42. ACKNOWLEDGEMENTS:

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 & delivering a sound performance.

Form No. AOC-2

[Pursuant to the Clause (h) of Sub-Section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014] Form for disclosure of particulars of contract/arrangements entered into by the Company with related parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013 including certain arms-length transactions thereto.

1. Details of contracts or arrangements or transactions not at arms length basis:

There were no contracts or arrangements or transactions entered into during the year ended 31^st March, 2024, which were not arms length basis.

2. Details of material contracts or arrangements or transactions at arms length:

Sr. No. Name of Related Party and Nature of Relations hip	Nature of Contract/ arrangements / transactions	Duration of contracts /arrangements /transactions	Salient terms of the Contracts or arrangements or transactions including the value, if any:	Date of approval by the Board of Directors	Amount paid as advance s, if any.
1 Sai Ram Krupa Hotels Private Limited (A Group Company)	Sale of Foreign Liquors as per Related Party Transaction policy of the Company.	From financial year 2017-18 and onwards.	In the ordinary course of business and at arms length basis. Shareholders approval was obtained for transactions value of Rs. Four Crore in a financial year.	10/04/2017	Nil
2 H S India Limited (A Group Company) .	Sale of Foreign Liquors as per Related Party Transaction policy of the Company.	From financial year 2017-18 and onwards.	In the ordinary course of business and at arms length basis. Shareholders approval was obtained for transactions value of Rs. One Crore and Ninety Lakh in a financial year.	10/04/2017	Nil

Note: Appropriate approval has been taken from Audit Committee and Board of Directors of the Company. The Company has also taken Shareholders approval in the financial year 2017-18 for above material related party transactions.

Details of all related party transactions have been disclosed in Notes to the Financial Statements for the year ended on 31^st March, 2024.