Pecos Hotels & Pubs Ltd Directors Report

Dear Members,

Your directors are pleased to present the 19th Annual Report and the Companys Audited Accounts for the Financial Year ended March 31, 2024.

7. FINANCIAL RESULTS:

(Rs in lakhs)

Particulars	2023-2024	2022-2023
Revenue from Operations	971.77	881.58
Other Income	23.75	9.69
Total Revenue	995.52	891.27
Less: Total Expenses	836.31	762.35
Profit/(Loss) before tax	159.20	128.92
Tax Expenses	42.87	12.71
Profit after tax	116.33	116.21
Earning per equity share- Basic & Diluted	8.88	8.87

8. DIVIDEND:

The Board of Directors decided to recommend dividend of Rs. 3 per share i.e 30% on shares of face value of Rs. 10 Each.

9. REVIEW OF OPERATIONS:

During the year under review, Revenue from Operations of the Company was Rs. 971.77 Lakhs as compared to Rs. 881.58 Lakhs in the corresponding previous year. The Company earned a profit of Rs. 116.33 lakhs as profit after tax of Rs. 116.21 lakhs in the previous year. The Companys reserve and surplus increased from Rs. 346.60 Lakhs to Rs. 423.64 Lakhs.

10. DEPOSITS:

Your Company has not accepted any deposits within the meaning of section 73 of the Companies, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

11.SHARE CAPITAL:

At present, the Company has only one class of shares - equity shares with face value of Rs. 10 each. The paid-up share capital of the Company is Rs. 130.98 Lakhs. Divided into 13,09,875 equity shares of Rs. 10/- each.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

12.SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES:

As on date the Company does not have any subsidiary, joint venture or associate company.

13. CHANGES IN NATURE OF BUSINESS:

There is no significant change made in the nature of the company during the financial year.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of Loans, guarantees or Investments, if any, covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

15. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such orders have been passed by the Regulators/ Courts or Tribunals which can impact the going concern status and companys operation in future.

16. DETAILS OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(a) Conservation of Energy:

The Company requires energy for the purpose of general lighting, adequate measures for the conservation of energy are being undertaken by the Company through the exercise of general checks and controls.

(b) Research and Development:

The company has made efforts to develop food preparation practices that minimize the use of energy

(c) Technology Absorption, Adaption and Innovation:

(i) Efforts made:

The company has implemented food preparation techniques of the highest standard and proper storage facility to control the wastage of raw materials and semi prepared food and also efforts are made to develop the process that reduce energy consumptions.

(ii)Benefits derived as a result of above efforts:

The above efforts resulted in client enjoying a better-quality product that is delivered to them quicker and also resulted in reduction of cost of production and enhancing higher margin.

(d)Foreign Exchange Earnings and outgo:

Your company does not have any foreign exchange earnings and outgo during the year under review.

17. EXTRACTS OF ANNUAL RETURN:

The extracts of Annual Return to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, in MGT-9 is attached herewith as Annexure IV.

18. RISK MANAGEMENT:

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. In the opinion of the Board there are no risks which would threaten the existence of the Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your Company has varied executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Mr. Liam Timms (DIN: 06453032) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.

As required under Section 203 of the Companies Act, 2013, the Company has Mr. Liam Norman Timms- Whole-Time Director, Mr. Pradosh Dhanraj- Executive Director, Mr. Geenon John Lopes, Chief Financial Officer and Mr. Rajiv Kumar Sharma as Company Secretary under Key Managerial Personnel of the Company.

14. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1) (b) and 25(8) of the SEBI Listing Regulations, that he/she is/are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties and that they meet the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act, and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have undertaken requisite steps towards inclusion of their names in the data bank of Independent Directors maintained with The Indian Institute of Corporate Affairs.

15. KEY MANAGERIAL PERSONNEL:

Pursuant to the provision of Section 203 of the Act, the Key Managerial Personnel (‘KMP) of the Company as on March 31, 2024 are:

SL. NO. NAME OF THE KMP	DESIGNATION	DATE OF APPOINTMENT
1 Mr. Liam Norman Timms	Whole Time Director	25-03-2015
2 Mr. Geenon John Lopes	Chief Financial Officer	15-09-2023
3 Mr. Rajiv Kumar Sharma	Company Secretary	29-06-2019

The year under review, the following persons ceased to be KMPs of the Company:

SL. NO. NAME OF THE KMP	DESIGNATION	DATE OF CESSATION
1 Mr. Shailesh B.M.	Chief Financial Officer	31-07-2023

The Board places on record its sincere appreciation for the valued contribution made by him during his tenure.

16. MEETING OF THE BOARD AND COMMITTEES OF THE BOARD:

During the year under review, seven (7) Board Meetings were held. The intervening gap between the meetings were within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.

SR.NO Date on which board Meetings were held

1 20-April -2023

2 22-May-2023

3 23-June-2023

4 31-July-2023

5 15-September-2023

6 08-November-2023

7 09-February-2024

The Committees of the Board usually meet whenever the need arises for transacting business. Details of composition of the Board and its Committees as well as details of Board and Committee meetings held during the year under review and Directors attending the same are given in the Corporate Governance Report forming part of this Annual Report.

17. DIRECTORS RESPONSIBILITY STATEMENT:

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

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. 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 31st March, 2024 and of the profit and loss of the company for that period;

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis;

v. The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. 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.

18. CORPORATE SOCIAL RESPONSIBILITY:

Since the Companys Net worth does not exceed Rs. 500 crores or the Companys turnover does not exceed Rs. 1000 crores or the Companys Net Profit does not exceed Rs. 5 Crores for any Financial Year, the provisions of section 135 of the Companies Act, 2013 are not applicable.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 of the Companies Act, 2013 is furnished in form AOC-2 is attached herewith as Annexure V.

20. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a policy for prevention of sexual harassment at the workplace. In accordance with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and rules made there under, the Company has constituted an Internal Compliant Committee (ICC) in Corporate Office. During the year, the ICC received no complaints from the Company. Details of this policy is available on the companys website at www.pecospub.com.

21. VIGIL MECHANISM POLICY

Your Company has established a reputation for conducting business with integrity and has zero tolerance for any act /form of unethical behavior. In view of this, the Audit Committee of the Board oversees the functioning of this policy. Details of this policy is available on the companys website at www.pecospub.com

22. AUDITORS:

Pursuant to provisions of section 139 of the Companies Act, 2013 and the rules framed there under, M/s Phillipos & Co., Chartered Accountants were appointed as Statutory Auditors of the company at the Extraordinary General Meeting of the company held on 5th June 2020 subject to approval by the shareholders at the Annual General Meeting held on 3rd September, 2020 of the Company for a term of five consecutive years. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute.

The report of the Statutory Auditors forms part of the Annual Report 2023-24. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

23. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The Statutory auditors report does not contain any qualifications, reservations or adverse remarks.

The observations of the secretarial auditors report is as under:

1. The Company is in the process of updating the Policy

i. relating to the code of practices and procedures for the fair disclosure of Unpublished Price Sensitive Information, under Regulation 8(1) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, by incorporating definitions and other detailed policy guidelines.

ii. relating to Regulation 3(2A) of The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, for determining "legitimate purposes" as part of its "Codes of Fair Disclosure and Conduct."

Response of the Board: The board ensures to adopt updated detailed insider trading policy in the ensuing board meeting.

2. The Company needs to comply with the provisions of Section 134(3)(p) of the Companies Act, 2013 with regard to annual evaluation statement and Section 134(c)(a) of the Companies Act with respect to frauds reported by the Auditors.

Response of the Board: The company is complying the provisions of Section 134(3)(p) & Section 134(c)(a) of the Companies Act in the board report of the company for the financial year 2023-24.

Report of the secretarial auditor is given as an Annexure VI which forms part of this report.

24. CORPORATE GOVERNANCE

The Company has taken adequate steps to adhere to all the stipulations laid down under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance included as a part of this Annual Report is given in Annexure-VII.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report is given as an Annexure VIII which forms part of this report.

26. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in operation was observed.

27. FAMILARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

All new Independent Directors (IDs) at the time of appointment are issued a letter of appointment explaining their role, duties and responsibilities as IDs of the Company. The Senior Management team make presentations to the new and existing IDs, giving an overview of the industry, its markets, operations, and all other Key Business factors. A policy on familiarization programme for IDs has been adopted by the Company, the details of which are available on the website of the Company at https://pecospub.com/wp- content/uploads/2024/01/FAMILIARIZATION%20PROGRAMME%20FOR%20INDEPENDENT %20DIRECTORS.pdf

28. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors, pursuant to the provisions of the Act and SEBI Listing Regulations. During the process, the Board sought feedback from Directors on various aspects of governance and performance which includes Board structure and composition, frequency of Board Meetings, participation in the long-term strategic planning, contribution to and monitoring of corporate governance practices and the fulfilment of Directors obligation and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. The above aspects are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director (‘ID) and the Chairman of Nomination and Remuneration Committee (‘NRC) had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/Committee processes. The NRC reviewed the performance of individual Directors, the Board and its Committees. The Board considered and discussed the inputs received from the Directors.

Further, the Independent Directors at their meeting reviewed the performance of Non- Independent Directors, the Board as a whole and Chairman of the Board, after considering the views of Executive and other Non-Executive Directors.

29. USE OF PROCEEDS:

The proceeds from the Issue of the Company stated in the Prospectus/ Offer Document has been fully utilized for the purpose for which they were raised and there is no deviation in the utilization of proceeds.

30. DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER / PARTICULAR OF EMPLOYEES:

The information required under section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year:

Name of the Directors	Ratio to median remuneration
Executive Directors
Mr. Liam Norman Timms	4.76:1
Mr. Pradosh Dhanraj	2.63:1

For this purpose, sitting fees paid to the directors has not been considered as Remuneration.

b. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year:

Name	Designation	% Increase/( Decrease)
Mr. Liam Norman Timms	Whole-time Director	22.73%
Mr. Pradosh Dhanraj	Executive Director	19.86%
Mr. Geenon John Lopes	Chief Financial Officer	1.06%
Mr. Rajiv Kumar Sharma	Company Secretary	25.60%

c. The percentage increase in the median remuneration of employees in the financial year: 37.60 %

d. The number of permanent employees on the rolls of company: 24

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

During the FY 2023-24, the average percentage increase / (decrease) in salary of the Companys employees, excluding the Key Managerial Personnel (‘KMP) was 36.72 %. The total remuneration of KMPs for FY 2023-24 was 24.83 lakh as against 21 lakh during the previous year, an increase of 15.42 %.

f. The key parameters for any variable component of remuneration availed by the directors: Not Applicable

g. Affirmation that the remuneration is as per the remuneration policy of the company:

The Company affirms remuneration is as per the remuneration policy of the Company.

31. Secretarial Standards:

The Company has devised proper systems and processes to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

32. ACKNOWLEDGEMENT:

The Board of Directors gratefully acknowledges the assistance and co-operation received from the Banks and all statutory and non-statutory agencies for their cooperation. The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company.

The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.

	For and on behalf of the Board
	SD/-
	Liam Norman Timms
Date: 10.07.2024	Whole Time Director
Place: Bengaluru	(DIN:06453032)