Savera Industries Ltd Directors Report

To

The members of Savera Industries Ltd,

The Directors have pleasure in presenting the 55th Annual Report of M/s. Savera Industries Ltd (the company), along with the audited financial statements under Ind AS for the financial year ended 31st March, 2024.

1. FINANCIAL RESULTS

The Financial Results of the Company for the year under review is summarized below for your perusal and consideration. (Rs. in lakhs)

PARTICULARS	CURRENT FINANCIAL YEAR 2023-24	PREVIOUS FINANCIAL YEAR 2022-23
Revenue From Operations	7215.36	6146.18
Other income	305.40	141.83
Profit/loss before Depreciation, Finance Costs, Exceptional Items and Tax Expenses	1623.17	1552.77
Less : Depreciation / Amortisation / Impairment	254.03	256.79
Profit / loss before Finance Costs, Exceptional items and Tax Expenses	1369.14	1295.98
Less : Finance Costs	32.84	23.05
Profit / loss before Exceptional items and Tax Expenses	1336.30	1272.93
Add : (less) Exceptional Items	0	268.04
Profit / loss before Tax Expenses	1336.30	1540.97
Less : Tax Expenses (Current, Deferred & Earlier Tax)	305.81	293.82
Profit / loss for the year (1)	1030.49	1247.15
Other Comprehensive Income / loss (2)	97.62	46.81
Total (1 + 2 )	1128.11	1293.96
Balance of profit / loss for earlier years	4836.96	3589.80
Add: Current year profit /loss	1030.49	1247.15
Less :Transfer to Reserve	-	-
Less : Dividend paid on Equity Shares	(357.84)	-
Less : Dividend Distribution Tax	-	-
Balance Carried Forward	5509.60	4836.96

1.1 STATE OF COMPANYS AFFAIRS

During the year under review the company achieved a turnover of Rs. 7,520.76 against the corresponding previous year turnover of Rs.6,288.01. Total expenditure for the period ended as at 31stMarch, 2024 amounted to Rs. 6,184.46 increased by Rs.1,169.38 as compared to the

previous year. The Profit (EBITDA) before depreciation, finance cost and tax for the year ended 31st March,2024 amounted to Rs.1,623.17 as against the profit of Rs. 1,522.77 over the corresponding period last year. Deferred tax for the year ended 31st March, 2024 amounted to NIL. After accounting for taxes the Company reported a Profit after Tax for FY 2023-24 of Rs. 1,030.49 in comparison with a profit of Rs. 1,247.15 for FY 2022-23. No amount was transferred to General Reserve during the year under review. The company has adopted Ind-AS from the financial year 2017-18.

2. DIVIDEND

The Board of Directors of the Company has recommended a dividend of Rs.3.00 per equity share for the financial year ended 31.03.2024 out of the profits of current financial year. The total outflow towards dividend will be Rs.3,57,84,000.

3. HOSPITALITY INDUSTRY IN INDIA - GROWTH, TRENDS AND FORECASTS (2024-29)

The Hospitality Market in India is Experiencing Growth Due To the Countrys Rich Culture and Diversity, Attracting Global Guests. The Service Sector, Known for Spiritual Tourism, Has Seen A Rise in Domestic Travel, Driven by A Growing Middle Class and Increased Disposable Income. The Hotel Industry is Expanding With New Projects From International Chains, Driven by Increased Travel and Government Efforts To Boost Tourism.

India Hospitality Market Analysis

The Hospitality Industry In India Market size is estimated at USD 247.31 billion in 2024, and is expected to reach uSd 475.37 billion by 2029, growing at a CAGR of 13.96% during the forecast period (2024-2029).

India has been successful as a leading global destination for leisure and business travelers, which has undoubtedly positively impacted the countrys hospitality sector.

Indias attractiveness as a global travel destination has been further enhanced by its geopolitical stability, world-class infrastructure, and commitment to hosting international events. Therefore, these factors contribute to the growth of the tourism industry and, as a result, keep the hospitality industry firm.

Indias domestic tourism has shown remarkable resilience and strength, and an increasing preference for staycations among Indian residents has been noticed. This preference for staycation is driven by several factors, including convenience, safety, and the opportunity to discover hidden gems within India.

The growth rate of the hospitality and tourism sector has seen a notable increase. India is included in the list of the top 100 countries with favorable conditions for conducting business (EoDB) and holds the first globally regarding greenfield FDI ranking. To enhance the cruise tourism industry, the Government of India (GoI) has chosen to develop the Chennai, Goa,

Kochi, Mangalore, and Mumbai ports as cruise tourism hubs. These ports will have various amenities such as hospitality services, retail outlets, shopping centers, and restaurants.

India Hospitality Market Trends

Increase in the Number of Hotel Projects is Driving the Market

Indias hospitality sector has experienced a notable boost due to the surge in hotel projects. The industry saw an increase in occupancy rates ranging from 60-67% compared to the previous year. Despite this, average rates (ARR) have fully recovered, showing a significant rise of 37-39 % from the prior year. Consequently, Revenue per Available Room (RevPAR) has seen a remarkable growth of 89-91% in the current year compared to the previous year. Driven by a robust rebound in demand, hotel companies have expedited their expansion strategies this year, leading to a more than 35% increase in brand signings by keys compared to the previous year. According to the Top Hotel Projects construction database, India is set to welcome 48l projects with 57,879 rooms. Hoteliers have been expanding their presence in leisure destinations and Tier-3 and -4 cities, acknowledging the vast untapped potential in these regions.

Moreover, during Indias G20 presidency until November 2023, over 200 G20 meetings were held in 55 different locations nationwide. This significantly benefited the Indian hotel sector, as there was a notable increase in demand for hotels in the cities hosting these meetings.

4. MANAGEMENT DISCUSSION AND ANALYSIS

a) INDUSTRY STRUCTURE AND DEVELOPMENTS

The Indian hospitality industry is primarily fueled by strong domestic demand and the Indian governments renewed focus on expanding the tourism sector. Recognizing the sectors potential as a major employment generator, the government actively promotes it through public-private partnerships and a mission-oriented approach involving all stakeholders. The government plans to revive 50 additional airports, heliports, and water aerodromes to enhance regional air connectivity. It also aims to develop fifty tourism destinations as comprehensive packages for domestic and international tourists. The governments continued emphasis on infrastructure development, including significant railways and last- mile connectivity investments, is expected to benefit the sector.

Marketing strategies:

We all talk about the elusive guest experience but few understand that the guest experience starts long before check-in. Hotel guests may even start their journey on a channel you cant control. Perhaps they saw your property on an influencers Instagram then searched Google and landed on an OTA. Love ‘em or hate ‘em, third-party channels are an essential part of the hotel marketing landscape. While some hoteliers begrudge third-party channels

for charging commissions and eating away at potential direct bookings, theres no denying that these channels bring massive marketing power and a global user base. It would be nearly impossible for an individual hotel to get the same reach alone, so mastering marketing on third-party channels, like the OTAs, metasearch, and the GDS, is a necessity.

No matter where your reservations come from, guests need to trust that your hotel will deliver a good value and experience. Reputation management is the practice of actively building up that trust - whether by displaying your hotel star ratings or by responding to guest reviews on sites like Tripadvisor and Google.

Though third-party channels play an important role in the hotel marketing space, lets not forget about your own direct channels. Your hotels website and email communication are both excellent ways to spread brand awareness, gain loyalty, and potentially even raise your RevPAR by increasing direct bookings. What do you need to know to boost your hotels owned channels.

Driving your hotel websites performance is possible when you focus on four key categories:

- Website design

- Conversion optimization

- SEO (Search Engine Optimization)

- Content marketing

b) OPPORTUNITIES AND THREATS

(i) Opportunities

Dec 21 Pandemic blues over, domestic travel unleashed and with global events like Indias G20 Presidency and mens cricket World Cup turning up the volume in 2023, the hospitality sector will check into 2024 with optimism that it will be an unending party to tap the huge opportunity in an underserved market. As the hospitality industry uncorks the champagne for the new year after having witnessed new highs in occupancy and room tariffs not just in metros but also in smaller cities and towns, it, however, is wary that issues such as long term funding accessibility, high GST rates, talent acquisition and complex business processes could spoil the party.

"In 2023, listed hotel companies reported a double-digit revenue growth enabled by domestic demand, recovery in foreign tourist arrivals, large global events, including Indias presidency of G20 and the sporting events like the cricket World Cup, among others.

A remarkable resurgence in tourism, fuelled by domestic travel and the gradual return of international visitors. The industrys evolution post-pandemic has set the tone for any eventualities that the future may bring. This positive momentum propels us forward, painting a future brimming with opportunities."

The commencement of 2023 brought a positive shift for the tourism and hospitality sector, marking a welcome change from the challenges of the past two years, and added that air traffic crossed new milestones in daily numbers, domestic reached 4.63 lakhs and international crossed 1 lakh passengers.

(ii) Threats

The exponential rise in prices challenges the hospitality industry two-fold. First, from a consumer perspective, where the public has less money to spend eating or drinking out, then also for their businesses own rising costs, which we will explore further in the following section.

After two years of pandemic-impacted trade, recent trends indicate that consumers are returning to hospitality in promising numbers. However, the recent findings show that consumer confidence remains relatively low throughout 2023, with customers seeing decreased discretionary spending and re-evaluating eating out, so the road to recovery for the hospitality industry still poses potential challenges into 2024.

The climate-crisis is at the forefront of the publics mind and conversation.

In 2023, hospitality and travel businesses must not just be conscious of their environmental impact due to the financial implications of rising energy costs, but also of consumer expectations and behaviour too.

In Booking.coms Sustainability Report, it was found that 83% of global travellers value sustainability as something vital. This is a growing trend in the industry and a challenge that hospitality and travel businesses will continue to face for the foreseeable future.

c) SEGMENT WISE PERFORMANCE

The Company has only one segment viz hoteliering. Accordingly the performance is furnished hereunder.

Total turnover for the year ended 31st March,2024 amounted to Rs. 7,520.76 increased by Rs. 1,232.75 as compared to the previous year turnover of Rs. 6,288.01. Total expenditure for the year ended 31st March 2024 amounted to Rs. 6,184.46 increased by Rs. 1,169.38 as compared to the previous year. The profit (EBITDA) before depreciation, finance cost and tax for the year ended 31st March,2024,amounted to Rs. 1,623.17 as against the profit of Rs.1,522.77 over the corresponding period last year. The deferred tax for the year ended 31st March,2024 amounted to NIL. After accounting for taxes the Company reported a Profit after Tax for FY 2023-24 of Rs. 1,030.49 in comparison with a profit of Rs. 1,247.15 for FY 2022-23.

d) OUTLOOK

The year 2024 presents an exciting landscape for the hospitality industry where technology, sustainability, adaptability, experience, and well-being converge to redefine guest

expectations.The hospitality industry has always been at the forefront of adapting to evolving trends and catering to customer preferences. From advanced reservation systems to personalised guest experiences, technological advancements have played a crucial role in shaping the way hotels, resorts, and other hospitality businesses provide their services. In this dynamic sector, staying ahead means understanding the trends that are defining its trajectory.

The hospitality sector in India faced several challenges due to the COVID-19 pandemic, impacting travel, accommodation, and other related services. By the latter half of 2021, the sector had witnessed signs of recovery with increased domestic travel demand.

In conclusion, the hospitality industrys outlook for FY 2024 promises a tapestry of innovation, sustainability, culinary delights, flexible travel trends, wellneess prioritisation, personalised services through data-driven insights, AI and robotics integration, social media as an engagement catalyst, and the groundbreaking frontier of neurohospitality.

Embarking on the voyage into FY 2024, the hospitality sector stands at the precipice of innovation and transformation. The upcoming fiscal year promises a symphony of trends that will shape the very essence of guest encounters From the seamless integration of technology to a heightened commitment to sustainability and the gastronomic evolution to the changing landscape of travel preferences, these trends paint a vibrant picture of what lies ahead. Amidst these waves of change the exploration of neuro hospitality emerges as the frontier, seeking to understand and respond to guests emotional landscapes. As we embark on this journey into the future of hospitality, these trends weave together to create a narrative where tradition and technology harmonise to craft unparalleled guest experiences. Join us as we unravel the dynamic trends that will redefine and elevate the hospitality experience in the unfolding chapters of FY 2024.

e) RISK AND CONCERNS

The hospitality industry is a vast sector with many different categories that include recreation, lodging, entertainment, food and beverage which are constantly evolving. Due to the overwhelming amount of data available today, it has become increasingly challenging for industry players to gather all the necessary hospitality statistics to keep up with the latest trends. As a result, staying informed and up-to-date has become an impossible task.

Despite being an exhilarating career path with many avenues which demand a diverse skill- set, the hospitality industry is currently struggling to fill open positions. This is partly due to the changing nature of jobs and employee expectations. Customer needs and expectations have also evolved in recent times, largely off the back of the global pandemic of 2020 and 2021 which spurred a seismic shift in industry trends.

If 2022 was the year travel returned following the pandemic, 2023 was all about making up for lost time and ticking off bucket list items. In short, theres a healthy outlook to the travel and tourism sector in 2024 and beyond.

f) INTERNAL CONTROL SYSTEMS AND ADEQUACY.

Your Company has in a place an adequate internal control system. The internal controls are designed to provide reasonable assurance regarding the effectiveness and the efficiency of operations, the adequacy of safeguards for assets, the reliability of financial controls, and compliance with applicable Laws and Regulations, protecting the assets from unauthorized use of losses. The internal controls are supplemented by the programme of internal audit.

g) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE /BUSINESS PERFORMANCE.

Particulars	31.03.2024	31.03.2023	% of change
Food and Beverages	3352.00	2917.01	16.32%
Rooms	3107.27	2684.28	15.76%
Banquet Halls	132.49	35.94	268.64%
Spa Collections	152.94	150.09	1.90%
Gym Collections	334.59	265.96	25.80%
Franchise	24.44	13.67	78.79%
Other Services	111.63	79.23	40.89%
Other Income	305.40	141.83	115.33%
Overall Income	7520.76	6288.01	19.6%
Occupancy(%)	76.8	74.1	2.7%

Overall Income increased by Rs. 1,232.75 from Rs. 6288.01 to Rs 7520.76.

Occupancy increased by 2.7% from 74.1% to 76.8 %.

h) MATERIAL DEVELOPMENT IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT.

Your company sincerely believes that its employees are its vital assets and hence in order to keep its employees motivated and changed, your company provides them good environment, so that they are able to leverage their full potential. The HR department updates its HR polices, SOP practice and processes so as to enable and empower its employees.

Your company provides the following welfare and HR activities to the companys employees.

• Food wastage awareness

• first aid class

• Best Attendance award

• Iftar celebration

• Tamil new year celebration

• Ganesh Chaturthi celebrations

• Onam festival

• Yoga class for staff

• Excellence leadership training

• communication class for supervisory level

• Medical camp for staff

• Diwali, Ayudha Pooja, Christmas, Navrathri, Ramar pooja Ayodhi, Pongal, are celebrated with staff

• Common Staff Birthday celebration every month

• First Aid Class through Geri Care

• Effective leadership and communication skills, Emotional intelligence, Customer care by Mariya Kouser

• International Chef day

• Medical camp - Eye check up, Diabtes, BP, ECG

• Cooking Competition

• Christmas Carol Singing - Kids Carnival

• Leadership training - Management development training MDP

• Staff children summer camp

• Pongal Traditional Games (Paarampariya Vilayattukal)

• Safety and Fire Fighting awareness programmes for staff.

• Womans day celebration

By giving these schemes and training programmes, the employees become loyal to the company and thereby the employee attrition rate is minimized. The overall attrition rate is 5%. Promotions and recognition awarding policies, training and development, skill program are used as effective tools by HR for improving employee productivity.

(I) KEY FINANCIAL RATIOS

Key Financial Ratios	31.03.2024	31.03.2023	Difference
Debtors Turnover	7.08	5.58	26.97%
Inventory Turnover	47.95	39.54	21.26%
Interest Coverage Ratio	41.69	67.86	(38.57%)
Current Ratio	2.56	2.48	3.31%
Debt Equity Ratio	0.03	0.03	NIL
Operating profit Margin (%)	31.29%	36.13	(13.40%)
Net Profit Margin (%)	14.28%	20.29%	(29.62%)
Return on Networth	13.83%	19.43%	(28.82%)

The variances in ratios on account of recovery of business during the current year when compared to previous year in which business was severely impacted by Covid 19 pandemic.

Cautionary Statement

The information contained in the Management Discussion and Analysis regarding Companys estimates, expectations, projections, guidance are based on assumptions and expectations of future events. The Company takes no responsibility on such statements since the Company exercises no control over the events that takes place in future. The actual results may differ from those expressed or implied. The Changes in the domestic and global economic conditions and government regulations, tax laws and other statutes may affect the hospitality industry.

5. FINANCIAL INFORMATION AND DETAILS OF ASSOCIATE COMPANY

The Financial Statement of the company is prepared in accordance with the Ind AS under the provisions of the Companies Act, 2013 and forms part of the Annual Report. The companys financials disclose the assets, liabilities, income, expenses and other details.

The Company does not have any subsidiary, Joint Venture and associate Company.

During the year under review no Company has become ceased to be the Companys subsidiary, Joint Venture and associate Company.

6. Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 containing salient features of the financial statement of subsidiaries/associate companies/joint ventures-NOT APPLICABLE

7. FINANCIAL HIGHLIGHTS OF THE COMPANY

The financial highlights of the company for last 10 years are furnished in the Annual Report in the first page.

8. HUMAN RESOURCES

The Management envisions trained and motivated employees as the backbone of the Company. Special attention is given to recruit trained and experienced personnel in all departments. The Management strives to retain and improve employee morale. The Company has total staff strength of about 428 employees.

The Company has streamlined its manpower strength at the Hotel. As a result of manpower rationalization exercise, the monthly payroll has been optimized. The decision for rationalization of labour has enabled the company to curtail fixed manpower costs. However, the core technical expert team is retained to guide the Company to achieve higher and efficient level of performance.

9. DEPOSITORY SYSTEM / E-VOTING MECHANISM:

The Company has entered into a Tripartite Agreement with both the Depositories viz.

National Securities Depository Limited (NSDL) and Central Depository Services (I) Ltd (CSDL) along with Registrars M/s Cameo Corporate Services Ltd, for providing electronic connectivity for dematerialization on the Companys shares facilitating the investors to hold the shares in electronic form and trade in those shares. The shares of your Company are being traded now on the BSE under compulsory demat form. Further, in accordance with provisions stipulated under Companies Act, 2013, the facility of e-voting is also made available to all shareholders of the Company. The instructions regarding e-voting is enclosed along with this report. All shareholders are also requested to update their email ids with the Company or our RTA M/s. Cameo Corporate Services Ltd. The Company has paid the Annual Depository fees for the FY 2023-24.

10. INVESTOR EDUCATION & PROTECTION FUND

During the year under review unclaimed dividend of (Interim & Final) Rs. 4,67,822 and 19918 number of shares were transferred to the Investor Education and Protection Fund (IEPF).

Mr.R.Siddharth, Company Secretary of the company is appointed as Nodal Officer, as per the provisions of Companies Act, 2013 relating to IEPf and the above details are available in the official website of the company i.e. www.saverahotel.com.

11. DEPOSIT FROM PUBLIC

The Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013.

12. A disclosure, as to whether maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained - NOT APPLICABLE.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors met Six (6) times during the year under review and the meeting dates are on 27.05.2023, 04.08.2023, 06.11.2023, 16.01.2024, 07.02.2024 and 01.03.2024 during the financial year 2023-24.

CHANGES IN KMPS DURING THE FINANCIAL YEAR

During the Financial Year 2023-24 the following appointment and cessation of Key Managerial Personnel has taken place

S.No. Name of the Directors	Designation	DIN	Date of Appointment	Date of Cessation
1 Mr.A. Ravikumar Reddy	Managing Director	00145372	01/09/1994	25.11.2023 (Due to Death)
1 Mrs.A.Nina Reddy	Managing Director	00144797	16/01/2024	NA

There were no resignation of Key Managerial Personnel during the period under review except of the unfortunate demise of Managing Director Mr.A.Ravikumar Reddy on November 25, 2023.

The Key Managerial Personnel of the company presently are Mrs. A. Nina Reddy, Managing Director, Mr. R.Siddharth, Company Secretary and Mr. CH Mahesh Kumar, Chief Financial Officer.

CHANGES IN BOARD OF DIRECTORS

During the Financial Year 2023-24, the following appointments and Cessation of the Board has taken place:

S.No. Name of the Directors	Designation	DIN	Date of Appointment	Date of Cessation
1 *Mr.A. Ravikumar Reddy	Managing Director	00145372	01/09/1994	25.11.2023 (Due to Death)
2 **Mrs.A.Nina Reddy	Managing Director	00144797	16/01/2024	NA
2. Mrs.Priyamvada Allareddy	Whole Time Director	02412022	16/01/2024	NA

*Mr.A.RavikumarReddy (Managing Director) demised on 25.11.2023.

**Mrs.A.Nina Reddy designation was changed from Whole Time Director to Managing Director(KMP) w.e.f 16/01/2024.

Pursuant to the section 152 of the Companies Act, 2013, Mr.A.Chaitanya Kumar (DIN:09683865) Non Executive Director, retires by rotation and is eligible for reappointment. The Board has recommended his appointment and accordingly resolution seeking approval of the members for his re-appointment has been included in the notice of the 55th Annual General Meeting of the company along with his brief profile.

14. DIRECTORS RESPONSIBILITY STATEMENT

On the basis of internal financial controls and systems relating to compliance maintained by the company, work done by the internal, statutory and secretarial auditors, the reviews performed by the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the companys internal financial controls were adequate and effective during the financial year 2023-24.

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and based on the representations received from the management, the directors hereby confirm that:

i. In the preparation of the Annual Accounts for the year 2023-24, the applicable accounting standards have been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March,2024 and of the profit of the company for that period;

iii. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. INTERNAL FINANCIAL CONTROLS

The Company has internal financial controls commensurate with the size of the complexity of the business operations and it has well defined internal audit functions. For the purpose of independence, the internal audit dept. reports to Chairman of the Audit Committee and the Board of Directors.

16. SECRETARIAL STANDARDS

The company has complied with the Secretarial Standards issued by Institute of Company Secretaries India.

16.1. SECRETARIAL AUDITOR

M/s. M. Francis & Associates, Practising Company Secretaries have been appointed as the Secretarial Auditor to carry out the Secretarial Audit for the year 2023-24. The Secretarial Audit Report given by them shall form part of this report as Annexure I.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their Secretarial Audit report for the Financial Year 2023-24.

17. STATUTORY AUDITORS

In accordance with the provisions of Section 139 and 142 of the Companies Act, 2013, and the rules framed there under, M/s. S.Venkatram& Co., LLP, Chartered Accountants, TTK Road, Chennai 600 018 were re-appointed as statutory auditors of the company for second term of 5 years to hold the office from the conclusion of the 53rdAnnual General Meeting of the company held on 12.09.2022 till the conclusion of the 58th Annual General Meeting(AGM) of the Company.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors on the standalone financial statements in their report for the year 2023-24.

18. SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the regulators or courts or tribunals affecting the going concern status and future operations of the company during the year under review.

19. INDEPENDENT DIRECTORS DECLARATION

Mr. A. Sudhakar Reddy, Mr. S. Sundarraman and Dr.C. Palanivelu, who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in sub-section (6) of section 149 of the Companies Act 2013, and are in compliance with Regulation 16 and 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, there is no change in their status as independent director during the year.

20. TRANSACTIONS WITH THE RELATED PARTIES

All related party transactions that were entered into during the financial year were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, all contracts or arrangements with related parties entered into during the financial year ended 31-3-2024 were on arms length basis and in the ordinary course of business. Therefore the particulars of contracts or arrangements with related parties as referred to in sub-section (1) of section 188 of the Companies Act, 2013 are, is not applicable.

21. CORPORATE SOCIAL RESPONSIBILITY.

The CSR Policy of the company and the details about the initiatives taken by the company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure II to this Report. Further details of composition of the Corporate Social Responsibility Committee and other details are provided in Corporate Governance report. During the year under review, the CSR Committee meetings were held on 27.05.2023, 04.08.2023, 06.11.2023 & 07.02.2024. The said CSR Policy is available in the Companys website.

22. NOMINATION AND REMUNERATION POLICY

The companys policy on directors appointment and remuneration and other matters provided in section 178(3) of the Companies Act, 2013 has been disclosed in the corporate governance report, which forms part of the directors report.

23. COMMITTEES

Currently, the Board of Directors of the Company pursuant to the mandatory provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has the following committees were included namely:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

e) Share Transfer Committee

f) Internal Complaints Committee

g) Investment Committee.

A detailed note on the Board and its committees along with the composition of the committees and compliances is provided under the Corporate Governance Report section in this Annual Report.

24. BOARD EVALUATION

The performance evaluation of the Board as a whole, performance of non independent directors, the performance of the Board Chairman and the performance of committees were conducted and the same based on the questionnaire and feed back from all directors on the Board.

While undertaking the Board evaluation, the company also followed the required principles covered under the Guidance note issued by SEBI.

Important key criteria for performance evaluation are as follows.

Directors performance evaluation

a) Attendance at Board or Committee Meetings

b) Contribution at Board or Committee Meetings

c) Guidance/support to management outside Board/Committee meetings.

d) Performance evaluation of Board and Committees

e) Structure of the Board and Board composition

f) Establishment and delineation of responsibilities to Committees.

g) Effectiveness of Board processes, information and functioning.

h) Board culture and dynamics

i) Quality of relationship between Board and management.

j) Efficacy of communication with external stakeholders.

25. LISTING

The equity shares of the Company are listed on BSE Ltd and the listing fees are regularly paid by the company.

26. CORPORATE GOVERNANCE

In terms of Regulation 34 (2) & (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance, the Practicing Company Secretary certificate on the compliance of conditions of Corporate Governance and the report on Management Discussion and Analysis form part of the Annual Report.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information required under Section 134 (3) (m) of the Act, read with the companies (Accounts) Rules 2014 is furnished hereunder.

(A) CONSERVATION OF ENERGY

For the eco practices, the company has changed almost 99% of its lighting with LED lights reducing power consumption by 85% and the heat emission energy becomes very low, thereby through the STP,the sewerage and sewage water is treated and the treated water is recirculated for flushing system ,cooling towers and gardens.

The company also installed rain water harvesting system for collecting the rain water.

The company also installed organic waste convertor machine in which the organic wastes are converted into composite manure.

The company has fixed aerator in taps to save water the automatic tap in the guest toilet to save water and also for good hygiene practices.

The Company always purchases equipments or machinery which consumes less power.

B) TECHNOLOGY ABSORPTION

Hotel being a service industry, technology absorption, transfer etc., are not applicable. The Resilience of the companys Backbone Systems consists of Servers, VPN and Many Tools

in companys disposal made possible to successfully do the Day to Day Operations sailed smoothly despite severe restrictions placed on movement of Staff during Lockdown period.

The company solemns pledged to exceed the expectations in every front serving the companys Valuable Clients Experience the Premium Ness as always.

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year - Rs.8,19,000 The Foreign Exchange outgo during the year in terms of actual outflows - Rs.2,26,800

28. The Change in the nature of business, if any :

There is no change in nature of business.

29. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.

The Non-executive Directors provide a strong independent element to the Board and a solid foundation for good corporate governance, fulfilling the vital role of corporate accountability. The board formally reviews the independence of each of our Non-executive Directors at least annually. The board is of the opinion that each of the current Non-executive independent Directors continues to be independent in character and judgement in line with the definition set out in the Code. In assessing each Directors independence, the Committee concluded that each provides objective challenge, strategic guidance, hold management to account and is willing to stand up and defend their own beliefs.

There were no appointment of Independent Director during the financial year 2023-24.

30. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti-Sexual harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual and trainees ) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24.

Number of complaint received during the year - NIL

Number of Complaint disposed of during the year - NIL

31. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

No application under IBC was initiated by the Company as on March 31,2024. There was no instance of one time settlement with any Bank or financial institutions.

32. ANNUAL RETURN

A copy of the Annual Return 2023-24 is placed on the website of the company and can be accessed via weblink https://www.saverahotel.com.

33. PARTICULARS OF EMPLOYEES

The information required under section 197(12) of the Act, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished in the Annexure III to this report.

Your directors wish to place on record their appreciation for the good services rendered by the employees at all levels of the company.

34. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

The details of loans, guarantees and investments under section 186 of The Companies Act, 2013 has been furnished in Annexure IV to this report.

35. TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves for the year ended March 31, 2024.

36. DETAILS OF MATERIAL CHANGES FROM THE END OF FINANCIAL YEAR:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

37. DETAILS IN RESPECT OF FRAUDS.

There are no frauds as reported by the Statutory Auditors in Sl. No 11 of Annexure ‘A to the Independent Auditors Report.

GENERAL :

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review.

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise

(ii) Issue of shares (including sweat equity shares) to employees of the company under any scheme.

ACKNOWLEDGEMENTS

The directors would like to thank the Bankers of the Company, and other financial institutions for extending their financial support. They further express their thanks to the Central Government, State Government and other stakeholders for their patronage, support and guidance.