Pecos Hotels & Pubs Ltd Directors Report

Dear Stakeholders,

Your Directors have pleasure in presenting the Twenty First (21^st) Annual Report and audited financial statements for the Financial Year ended March 31, 2026.

1. FINANCIAL RESULTS:

(Amount in lakhs)

Particulars	2025-2026	2024-2025
Revenue from Operations	1196.77	1055.31
Other Income	30.90	27.75
Total Revenue	1227.67	1083.07
Less: Total Expenses	1000.88	891.23
Profit/(Loss) before tax	226.78	191.84
Tax Expenses	62.75	48.8
Profit after tax	164.03	143.04
Earning per equity share- Basic & Diluted	12.52	10.92

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate. The results presented above include the operations for the full financial year 2025-26.

There was no revision of the financial statements for the year under review.

2. OVERVIEW OF FINANCIAl PERFORMANCE AND STATE OF COMPANYS AFFAIRS:

During the year under review, Revenue from Operations of the Company was Rs. 1196.77 Lakhs as compared to Rs. 1055.31 Lakhs in the corresponding previous year. The Company earned a profit of Rs. 164.03 lakhs as profit after tax of Rs. 143.04 lakhs in the previous year. The Companys reserve and surplus increased from Rs. 527.39 Lakhs to Rs. 645.57 Lakhs. The management remains focused on strengthening its core business, improving operational efficiency, optimizing costs, and creating sustainable long-term value for all stakeholders.

3. TRANSFER TO RESERVE:

Your of Directors do not propose to transfer any amount to general reserves.

4. MATERIAL CHANGE BOARDS AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the company which have occurred between the end of the Financial Year of the company to which the balance sheet relates and the date of this report

5. DIVIDEND:

Your Board is pleased to recommend a final dividend of Rs. 4/- per equity share of face value Rs. 10 /-each (40%), subject to shareholder approval at the upcoming Annual General Meeting.

6. DIVIDEND DISTRIBUTION POLICY

In terms of the provision of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("Listing Regulations"), the Company had adopted a Dividend Distribution Policy. The said policy sets out the parameters and circumstances that will be considered by the Board in determining the distribution of dividends to the shareholders of the company and to retain profits earned by the company. The policy is available on the website of the Company and can be accessed at https://pecospub.com/wp-content/uploads/2016/01/Dividend-Distribution-Policy.pdf.

7. DEPOSITS:

The Company has not accepted any deposits within the purview of provisions of Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

8. DEBENTURES

No debentures were issued during the period under review.

9. SHARE CAPITAL:

At present, the Company has only one class of shares – equity shares with face value of Rs. 10 each .The Authorized Share Capital of the Company stood at Rs. 200.00 Lakhs divided into 20,00,000 Equity Shares of Rs. 10/- each as on 31st March, 2026 and the paid-up share capital of the Company as on March 31, 2026 was Rs. 130.98 Lakhs comprising of 13,09,875, equity shares Rs. 10/- each.

During the year under review, there has been no change in the capital structure of the Company

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

Dematerialization of Shares is provided to the shareholders. The shares of the Company are under dematerialization ("Demat") category and are available for demat on National Securities Depository Limited (NSDL) and Central Depository Limited (CDSL) in India.

The International Securities Identification Number (ISIN) allotted to the Companys shares is INE484S01010, of the entire paid up shares 1309875 Equity shares, 100 % are in dematerialized form as at March 31, 2026.

10. SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES:

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

11. CHANGES IN NATURE OF BUSINESS:

There were no changes in the nature of business of the company during the year under review.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186

OF THE COMPANIES ACT, 2013:

In Compliance with the provisions of Section 134(3)(g) forming part of this Annual Report 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.

13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

During the year, there were no any significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future

14. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The particulars required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are furnished in Annexure V, to the Boards report

15. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2026 will be available on the Companys website at https://www.pecospub.com/

16. RISK MANAGEMENT:

In line with the regulatory requirements, the Company has framed a Risk Management Policy to identify and assess the key risk areas and monitor the same .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.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL (‘KMP):

The Board of our Company is duly constituted in accordance with the requirements of the Companies Act, 2013 read with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

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.

As on March 31, 2026, the Board of Directors of the Company comprised of Five Directors with an optimum balance of Executive and Non-Executive Directors, including one Women Directors of these, Three Directors were Non-Executive Directors, Three of whom were Independent Directors

Cessation:

There was no cessation of any Director during the financial year 2025–26.

Appointments:

There was no appointment of any Director during the financial year 2025–26.

Retire by Rotation:

Pursuant to the provisions of Section 152 and other applicable provisions of Companies Act, 2013, one third of directors who are liable to retire by rotation shall retire every year and, if eligible, offer themselves for re-appointment at every AGM and Articles of Association of the Company, Mr. Liam Norman Timms (DIN: 08424421), Whole-time Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible he has offered himself for re-appointment.

Key Managerial Personnel:

There was no change in the Key Managerial Personnel of the Company during the financial year under review. Pursuant to Section 203 of the Companies Act, 2013, the following were the Key Managerial Personnel of the Company as on 31st March, 2026:

SL. NO. NAME OF THE KMP	DESIGNATION
1 Mr. Liam Norman Timms	Whole Time Director
2 Mr. Geenon John Lopes	Chief Financial Officer
3 Mr. Rajiv Kumar Sharma	Company Secretary

Subsequent to the financial year ended 31 March 2026, Mr. Rajiv Kumar Sharma, Company Secretary and Compliance Officer, ceased to hold office with effect from the close of business hours on 5 April 2026 pursuant to his resignation.

18 . 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. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, seven (8) Board Meetings were held during the Financial Year 2025-26. 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.	10-April -2025
2.	25-April-2025
3.	21-May-2025
4.	09-July-2025
5.	08-October-2025
6.	10-November-2025
7.	13-February-2026
8.	20-March-2026

20. BOARD COMMITTEES:

The Board has 3 (Three) Committees:-

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

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.

21. DIRECTORS RESPONSIBILITY STATEMENT:

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

a. that in the preparation of the annual accounts for the Financial Year ended 31st March 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period;

c. that the directors had 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;

d. that the directors had prepared the annual accounts on a going concern basis;

e. that the Board of Directors , had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. That the Board of Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. CORPORATE SOCIAL RESPONSIBILITY:

In terms of provisions of section 135 of the Companies Act, 2013 & Rule 9 of Companies (Corporate Social Responsibility) Rule, 2014 and other clarification issued by Ministry of Corporate Affairs, the conditions to comply CSR is not applicable to the Company. Hence the provisions are not applicable.

23. INTERNAL FINANCIAL CONTROLS:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, the timely preparation of reliable disclosures.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY:

With reference to Section 134(3)(h) of Act, all contracts and arrangements with related parties were approved by audit committee and whenever required, also by the Board of Directors. All transactions entered into by the Company with related parties during the Financial Year were in the Ordinary course of business and on an arms length basis. As stipulated by section 134(3)(h) of the Act read with rule 8(2) of Companies (Accounts) Rules, 2014, particulars of related party .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 IV.

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

The Company has adopted a policy on 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/

26 . COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and processes in place to ensure ongoing compliance.

27. COMPANYs POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OR REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has adopted a policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the

Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of this report and is also available on the Companys website at www.pecospub.com.

28. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY:

In Compliance with the provisions of Section-177(9) of the Companies Act, 2013 read with Rule- 7 of Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has a vigil mechanism through Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the policy is explained in the Corporate Governance Report and is also placed on the website of the Company. Details of this policy is available on the companys website at www.pecospub.com/.

29. CERTIFICATE OF NON- DISQUALIFICATION OF DIRECTORS:

The Certificate required as per Regulation 34(3) and Schedule V Para C clause (10) (i) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part of Annual Report is annexed.

30. Event based disclosures:

a. Issue of sweat equity shares: NA

b. Issue of shares with differential rights: NA

c. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: Disclosure about revision: NA

e. Preferential Allotment of Shares: NA

31. AUDITORS:

Statutory Auditors:

M/s. Phillipos & Co., Chartered Accountants, is the existing statutory auditor of the Company who was reappointed at 20th Annual General Meeting held on 6th August, 2025 for a period of 5 years to hold the office till conclusion of AGM to be held in year 2030.New Name is M/s Phillipos George & Co.from the Financial year ending March 31, 2026

The Audit Report on the Financial Statements of the Company for the Financial Year ended March 31, 2026 read with relevant Notes thereon are self-explanatory and do not call for any further explanation. The Auditors Report does not contain any qualification, reservation or adverse remark. During the year under review, the Statutory Auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

Secretarial Auditor:

The Board of Directors of the Company has appointed M/s. Pramil Dev, Practicing Company Secretaries, to conduct Secretarial Audit for the F.Y. 2025-26. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Auditor:

The Board of Directors of the Company has appointed Mr. U Jayanth Kini Chartered Accountants, (FCA 023653), as an internal auditor of the Company for financial year 2025-26.

Cost records and cost audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

32. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The Statutory auditors report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an Annexure VII which forms part of this report.

33. 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-VIII.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis for the year under review as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section as an Annexure IX which forms part of the Annual Report.

35. ENSURING COMPLIANCE OF LAWS:

The company has devised and set in place proper systems to ensure compliance of all laws applicable to the company

36 . SWEAT EQUITY, BONUS OR EMPLOYEE STOCK OPTION:

The Company has not issued any sweat equity, bonus shares or stock option scheme during the year under review.

37. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Code has been posted on the Companys website at www.pecospub.com/

38. 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 programmes for IDs has been adopted by the Company, the details of which are available on the website of the Company at https://pecospub.com/wpcontent/uploads/2024/01/FAMILIARIZATION%20PROGRAMME%20FOR %20INDEPENDENT%20DIRECTORS.pdf

39. 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.

40. 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.

41. 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
Whole Time Director and Executive Director
Mr. Liam Norman Timms	5.05
Mr. Pradosh Dhanraj	2.68

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	10.17%
Mr. Pradosh Dhanraj	Executive Director	5.34%
Mr. Geenon John Lopes	Chief Financial Officer	14.62%
Mr. Rajiv Kumar Sharma	Company Secretary	8.06%

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

13.73 %

d. The number of permanent employees on the rolls of company: 32

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 2025-26, the average percentage increase / (decrease) in salary of the Companys employees, excluding the Key Managerial Personnel (‘KMP) was 15 %. The total remuneration of KMPs for FY 2025-26 was 30.07 lakh as against 27.19 lakh during the previous year, an increase of 9.56 %.

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.

42. TRANSFER OF UNCLAIMED DIVIDEND(S)/ SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the FY 2025-26, there was no unpaid/ unclaimed dividend pertaining to FY 2017-18 to be transferred to the Investors Education and Protection Fund (‘IEPF) Account established by the Central Government. Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the shares on which dividend remains unpaid / unclaimed for seven consecutive years or more shall be transferred to the Investors Education and Protection Fund (‘IEPF) after giving due notices to the concerned shareholders, which is not applicable to the Company during the year.

Details of unpaid dividend is as under:

Particulars	No. of Shareholders	Amount (Rs.)	Required to be transferred to IEPF if not claimed (Date)
Unpaid Dividend- FY 2024-25	1	1,386	FY 2032-33

43. UNCLAIMED SECURITIES DEMAT SUSPENSE ACCOUNT:

There were no unclaimed securities to be kept in the demat suspense account.

44. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

There is no application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself and there is no pending proceeding against Company under the IBC before the NCLT.

45. ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION:

There was no instance of one-time settlement with any Bank or Financial Institution.

46. REPORTING OF FRAUD:

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

47. SECRETARIAL STANDARDS:

The Company has put in place appropriate systems to ensure compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), and such systems are considered adequate and are operating effectively.

48. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their sincere appreciation for the continued support and cooperation received from customers, suppliers, shareholders, employees, the Central Government, the Governments of Karnataka, financial institutions, banks, and all other stakeholders.

We look forward to their continued support and encouragement in the future.

	For and on behalf of the Board of Director
	For Pecos Hotels and Pubs Limited
	Sd/-	Sd/-
Date: 31.08.2026	Liam Norman Timms	Pradosh Dhanraj
Place: Bengaluru	DIN: 06453032	DIN:08424421
	Whole Time Director	Executive Director