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Savera Industries Ltd Directors Report

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Jan 29, 2015|12:00:00 AM

Savera Industries Ltd Share Price directors Report

To

The members of Savera Industries Ltd,

The Directors have pleasure in presenting the 57th 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, 2026.

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 2025-26 PREVIOUS FINANCIAL YEAR 2024-25
Revenue From Operations 10231.86 7965.69
Other income 395.63 375.38
Profit/loss before Depreciation, Finance Costs,
Exceptional Items and Tax Expenses 2166.79 1860.63
Less : Depreciation / Amortisation / Impairment 672.86 272.82
Profit / loss before Finance Costs, Exceptional items and Tax Expenses 1493.93 1587.82
Less : Finance Costs 75.71 47.18
Profit / loss before Exceptional items and Tax Expenses 1418.22 1540.64
Add : (less) Exceptional Items 219.33 83.87
Profit / loss before Tax Expenses 1637.55 1624.51
Less : Tax Expenses (Current, Deferred & Earlier Tax) 355.88 300.35
Profit / loss for the year (1) 1281.67 1324.16
Other Comprehensive Income / loss (2) (11.02) 0.20
Total (1 + 2 ) 1270.65 1324.36
Balance of profit / loss for earlier years 6475.92 5509.60
Add: Current year profit /loss 1281.67 1324.16
Less :Transfer to Reserve
Less : Dividend paid on Equity Shares (357.84) (357.84)
Less : Dividend Distribution Tax
Balance Carried Forward 7399.75 6475.92

1.1 STATE OF COMPANYS AFFAIRS

During the year under review the company achieved a turnover of 1,06,27,49,069/- against the corresponding previous year turnover of 83,41,07,261/-. Total expenditure for the period ended as at 31st March, 2026 amounted to 92,09,27,621/-increased by

24,08,84,522/-as compared to the previous year. The Profit (EBITDA) before depreciation, finance cost and tax for the year ended 31st March,2026 amounted to 23,86,10,884/-asagainst the profit of 19,44,51,017/-over the corresponding period last year. Deferred tax for the year ended 31st March, 2026 amounted to NIL After accounting for taxes the Company reported a Profit after Tax for FY 2025-26 of 12,81,66,246/- in comparison with a Profit of 13,24,15,863/-for FY 2024-25. 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 31.03.2026 out of the profits of current financial year. The total outflow towards dividend will be Rs.3,57,84,000/-.

3. INDUSTRY OVERVIEW

The Indian hospitality industry in 2026 is experiencing a robust period of rate-led growth, with market revenues projected between $24 billion and $65 billion. Driven by strong domestic travel, MICE events, and premium hotel occupancies of 72 74%, the sectors growth is expanding rapidly into Tier 2 and Tier 3 cities

Key Market Dynamics & Financials

Revenue Growth: Industry revenues are expected to grow by 7-9% YoY, supported by high demand for domestic leisure, weddings, and stable corporate travel.

Occupancy & Rates: Pan-India premium hotel occupancy is holding steady at 72 74%, with average room rates (ARRs) for premium hotels projected to range between Rs. 8,200 and Rs. 8,800.

Operating Margins: Operating margins remain strong at 34 36% for the premium segment, significantly outperforming pre-COVID numbers.

Geographic & Asset Shifts

Beyond the Metros: Over 50% of new hotel signings are occurring outside major metropolitan hubs. Government initiatives like the Smart Cities Mission and the UDAN regional flight connectivity scheme have made previously inaccessible Tier-2/3 regions highly attractive for hotel developers.

Brand Expansion: Major operators are expanding their footprint to meet this demand. For instance, the Indian Hotels Company Limited (IHCL) has rapidly expanded, now operating over 250 hotels and signing 46 new deals in a single half-year period.

Asset Diversification: To combat cyclical hospitality trends, developers are increasingly diversifying into "smart" mid-market properties, alternative homestays (like Airbnb), and mixed-use real estate.

Government & Digital Initiatives

NIDHI+ Platform: The Ministry of Tourism is streamlining business operations via the National Integrated Database of Hospitality Industry (NIDHI+), a national registry designed to digitize the sector.

Tourism Campaigns: Domestic and regional travel is heavily promoted through government pushes like the Dekho Apna Desh campaign, while spiritual and heritage tourism receives targeted infrastructure funding through the PRASHAD scheme.

4. MANAGEMENT DISCUSSION AND ANALYSIS

a) INDUSTRY STRUCTURE AND DEVELOPMENTS

The hospitality industry in India is a vital part of the countrys service sector and plays a significant role in economic growth, employment generation, and tourism development. In 2026, the industry comprises several interconnected segments, including accommodation, food and beverage services, travel and tourism, event management, and wellness tourism. The accommodation sector includes luxury, upscale, mid-scale, budget, boutique hotels, resorts, homestays, serviced apartments, and hostels, catering to diverse customer preferences and budgets. The food and beverage segment consists of restaurants, cafes, quick-service restaurants, catering services, cloud kitchens, and bars, while the travel and tourism segment includes tour operators, travel agencies, online travel platforms, and transport providers. The industry is further supported by the Meetings, Incentives, Conferences, and Exhibitions (MICE) sector, wedding tourism, and wellness services such as spa, yoga, Ayurveda, and medical tourism.

In 2026, the Indian hospitality industry continues to experience strong growth, driven primarily by rising domestic tourism, increasing disposable incomes, improved transportation infrastructure, and supportive government initiatives. Hotel chains are expanding rapidly into Tier-II and Tier-III cities, where demand is rising due to better road connectivity, regional airports, business activities, and religious tourism. The luxury and premium hotel segments are also witnessing significant investment as travelers increasingly seek high-quality accommodations and personalized experiences. Experience-based hospitality, including heritage stays, eco-tourism, wellness retreats, and destination dining, has become a major competitive advantage for hospitality providers. At the same time, technology is transforming operations through mobile check-in, contactless payments, artificial intelligence-powered customer service, smart room technologies, and advanced hotel management systems that enhance operational efficiency and guest satisfaction. Sustainability has also become a key focus, with hotels adopting energy-efficient buildings, water conservation measures, waste management practices, and renewable energy to reduce their environmental impact. Despite challenges such as skilled workforce shortages, rising operating costs, and increasing competition from alternative accommodation providers, the outlook for the Indian hospitality industry remains positive. Continued investment, infrastructure development, digital transformation, and growing demand for travel and tourism are expected to support sustainable growth and strengthen Indias position as one of the worlds fastest-growing hospitality markets.

Major Developments in the Hospitality Industry (2026)

1. Contactless Technology
Mobile check-in and check-out
Digital room keys
QR-code menus
Contactless payments
Self-service kiosks
2. Sustainable Hospitality
Energy-efficient buildings
Solar energy adoption
Water conservation systems
Plastic-free initiatives
Waste reduction and recycling
Green certifications
3. Wellness Tourism
Spa and wellness programs
Fitness facilities
Healthy dining options
Mental wellness retreats
Medical and preventive wellness packages
4. Experience-Based Hospitality
Hotels increasingly focus on unique guest experiences through:
Local cultural activities
Personalized services
Adventure tourism
Culinary experiences
Community engagement
5. Hybrid Hospitality Models
Properties increasingly combine:
Hotels
Co-working spaces
Long-stay accommodation
Residential units
Wellness facilities
Social spaces
6. Revenue Optimization
Hotels are using:
Dynamic pricing
Revenue management software
Data analytics
Customer segmentation
Real-time demand forecasting
7. Human Resource Development
Continuous employee training
Digital skills development
AI collaboration skills
Employee wellness programs
Flexible work arrangements .

8. Premium and Luxury Growth

Demand for luxury and premium travel continues to grow, with guests expecting highly personalized services, exclusive experiences, and technology-enabled convenience.

b) OPPORTUNITIES AND THREATS (i) Opportunities

The hospitality industry offers numerous opportunities for growth due to the continuous expansion of global tourism, increasing business travel, and rising disposable incomes. The adoption of advanced technologies such as Artificial Intelligence (AI), mobile applications, online booking systems, contactless payments, and smart hotel solutions has enhanced customer convenience and operational efficiency. Growing awareness of environmental sustainability has created opportunities for eco-friendly hotels and green tourism initiatives. The increasing popularity of wellness, medical, and adventure tourism has encouraged hotels and resorts to develop specialized services such as spas, fitness centers, and wellness retreats. The expansion of the Meetings, Incentives, Conferences, and Exhibitions (MICE) sector has increased demand for quality accommodation and event facilities. In addition, the growth of boutique hotels, luxury resorts, cloud kitchens, food delivery services, and personalized guest experiences has opened new business opportunities. The industry also generates significant employment and entrepreneurship opportunities in hotel management, food and beverage services, travel agencies, event management, and tourism-related businesses.

(ii) Threats

Despite its growth potential, the hospitality industry faces several significant threats. Economic instability, inflation, and recessions can reduce consumer spending on travel and accommodation. Labor shortages and high employee turnover continue to challenge service quality and operational efficiency. Rising costs of food, energy, wages, and maintenance increase operating expenses and reduce profit margins. The industry also faces intense competition from hotel chains, boutique properties, vacation rentals, and online booking platforms. Cybersecurity threats, including data breaches and online fraud, pose serious risks because hotels manage large volumes of customer information. Health crises such as pandemics can severely disrupt travel and tourism, while climate change and natural disasters can damage infrastructure and discourage visitors. Additionally, rapidly changing customer expectations require continuous investment in technology and service innovation. Hospitality businesses must also comply with complex legal, environmental, health, safety, and data privacy regulations, while political instability, terrorism, and travel restrictions can negatively impact tourist arrivals and business performance. Overall, the industrys long-term success depends on its ability to adapt to these challenges while delivering high-quality, sustainable, and customer-focused services.

War Impact on the Indian Hospitality Industry

The ongoing geopolitical conflicts in West Asia during 2026 have affected Indias hospitality industry through higher travel costs, disrupted supply chains, and reduced international travel. However, the sector has shown resilience due to strong domestic tourism and continued investment in new destinations.

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,2026 amounted to 1,06,27,49,069/-increased by 22,86,41,808 as compared to the previous year turnover of 83,41,07,261/. Total expenditure for the year ended 31st March 2026 amounted to 92,09,27,621/-increased by 24,08,84,522/- as compared to the previous year. The profit (EBITDA) before depreciation, finance cost and tax for the year ended 31st March,2026,amounted to 23,86,10,884/-as against the profit of 19,44,51,017/- over the corresponding period last year. The deferred tax for the year ended 31st March,2026 amounted to NIL. After accounting for taxes the Company reported a Profit after Tax for FY 2025-26 of 12,81,66,246/-in comparison with a Profitof 13,24,15,863/- for FY 2024-25.

d) OUTLOOK

The Indian hospitality industry is expected to maintain strong growth in 2026, supported by robust domestic tourism, increasing business travel, expansion of the MICE

(Meetings, Incentives, Conferences, and Exhibitions) segment, weddings, religious tourism, and improving international tourist arrivals. Rising disposable incomes, better road, rail, and air connectivity, and government investment in tourism infrastructure are encouraging travel across metropolitan cities as well as Tier II and Tier III destinations. Industry forecasts indicate that hotel occupancy is likely to remain around 72 74%, while average room rates (ARR) and revenue per available room (RevPAR) are expected to continue growing, reflecting healthy demand and disciplined pricing.

Luxury, premium, and boutique hotels are expected to perform particularly well, supported by strong domestic demand and rising spending on leisure and experiential travel. At the same time, branded hotel chains are expanding rapidly into emerging cities, creating new investment and employment opportunities. Market studies also project continued long-term growth for Indias hospitality market, driven by urbanization, a growing middle class, and increased tourism demand.

Despite this positive outlook, the industry faces challenges such as rising operating costs, skilled workforce shortages, cybersecurity risks, inflation, and global economic uncertainties. However, continued investment in infrastructure, digital transformation, sustainable tourism, and service excellence is expected to strengthen Indias position as one of the worlds fastest-growing hospitality markets. Overall, the outlook for the Indian hospitality industry in 2026 remains highly positive, with sustained growth expected through innovation, expanding domestic travel, and increasing global recognition of India as a leading tourism destination.

e) RISK AND CONCERNS

The Indian hospitality industry has a positive growth outlook in 2026, but it also faces several risks and concerns that could affect its long-term performance. One of the major challenges is the rise in operating costs, including expenses for energy, food, employee salaries, maintenance, and utilities. Inflation and higher fuel prices can increase travel and transportation costs, reducing profitability for hotels and restaurants. Industry analysts also note that global energy price shocks and broader economic uncertainty remain important risks for India.

Another significant concern is the shortage of skilled manpower. Many hotels continue to face difficulties in recruiting and retaining qualified employees, leading to higher labor costs and potential declines in service quality. High employee turnover and the need for continuous training make workforce management a major challenge. At the same time, hotels must invest in digital skills as technology becomes more integrated into operations

The industry also faces increasing competition from new hotel developments, boutique hotels, homestays, serviced apartments, and online accommodation platforms. To remain competitive, businesses must continuously improve service quality, adopt new technologies, and offer unique guest experiences. Cybersecurity is another growing concern, as hotels rely heavily on digital booking systems and store sensitive customer information, making them vulnerable to data breaches and cyberattacks.

In addition, hospitality businesses must comply with evolving environmental regulations, taxation policies, labor laws, and health and safety standards. Meeting sustainability goals while controlling costs requires significant investment in green technologies and efficient operations. Despite these concerns, Indias hospitality industry remains resilient, and organizations that focus on innovation, employee development, digital transformation, sustainability, and customer satisfaction are expected to be better positioned for sustainable growth in 2026.

War Impact on the Indian Hospitality Industry (2026)

1. Decline in Foreign Tourist Arrivals

2. Flight Disruptions and Higher Airfares

3. Rising Operating Costs

4. Supply Chain Disruptions

5. Business Travel and MICE Sector

6. Workforce Changes

f) INTERNAL CONTROL SYSTEMS AND ADEQUACY.

The hospitality industry operates in a highly dynamic environment involving accommodation, food and beverage services, event management, and customer service. As hotels and hospitality businesses handle significant cash transactions, inventories, customer information, and operational activities, a strong internal control system is essential to ensure efficient operations, safeguard assets, prevent fraud, and maintain high service standards. Internal control systems consist of policies, procedures, and monitoring mechanisms that help organizations achieve operational efficiency, financial accuracy, regulatory compliance, and customer satisfaction.

In the hospitality industry, internal controls cover all major departments, including the front office, housekeeping, food and beverage, purchasing, stores, finance, human resources, and information technology. Financial controls ensure that revenue from room bookings, restaurants, banquets, and other services is accurately recorded and reconciled. Inventory controls monitor the purchase, storage, and usage of food, beverages, linen, and other supplies to minimize waste, theft, and pilferage. Procurement controls require proper authorization, vendor evaluation, and competitive purchasing to ensure transparency and cost efficiency. Human resource controls include employee background verification, payroll management, attendance monitoring, and regular training. Information technology controls protect guest data, online booking systems, and payment information through secure networks, access controls, and cyber security measures.

The adequacy of the internal control system is assessed through regular internal audits, management reviews, compliance checks, risk assessments, and continuous monitoring of business operations. Hotels also use standard operating procedures (SOPs), segregation of duties, approval hierarchies, surprise inspections, and automated property management systems (PMS) to strengthen internal controls. These measures help identify operational risks, improve service quality, ensure compliance with legal and regulatory requirements, and enhance financial reporting. Although no internal control system can completely eliminate all risks, an effective and adequate system provides reasonable assurance that assets are protected, fraud is minimized, operations are efficient, customer information remains secure, and organizational objectives are achieved. In 2026, the growing adoption of digital technologies, Artificial Intelligence (AI), cloud-based management systems, and real-time data analytics has further improved the effectiveness and adequacy of internal control systems across the hospitality industry.

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

Particulars 31.03.2026 31.03.2025 % of change
Food and Beverages 5414.44 3681.22 47.08
Rooms 3885.82 3434.52 13.14
Banquet Halls 150.02 160.85 -6.73
Spa Collections 174.50 161.52 8.04
Gym Collections 464.70 411.99 12.79
Franchise - HT>6.01 -100
Other Services 142.38 109.60 29.91
Other Income 395.63 375.38 5.39
Overall Income 10627.49 8341.07 27.41
Occupancy (%) 84 80.5 3.5

Overall Income increased by Rs. 2286.41 from Rs. 8341.07 to Rs. 10627.49. Occupancy increased by 3.5% from 80.5% to 84%.

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. (APR2025 MAR2026)

Tamil new year celebration

Iftar celebration

Ganesh Chaturthi celebration

Onam festival

Diwali, Ayudha Pooja, Christmas, Navratri, Pongal are celebrated with staff

Staff Day Celebration

Pongal Vizha

Staff children summer camp

Food wastage awareness

Effective Communication Training

Transactional Analysis Training

Parikshan Training & Fostac Catering training
Inter-departmental Trainings
Food Safety Training
First aid class
Safety and Fire Fighting awareness programmes for staff.
Communication class for supervisory level
Train the Trainer Training program
Personal and Professional Effectiveness training by Mr. Ravi Ramanathan
Medical camp for all staff
Common Staff Birthday celebration every month
International Chef Day
Christmas Carnival

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 3%. 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 31.03.2026 31.03.2025 Difference
Debtors Turnover 7.66 7.70 (0.56)%
Inventory Turnover 42.25 54.40 (22.34)%
Interest Coverage Ratio 19.73 33.65 (41.37)%
Current Ratio 2.19 1.97 11.00%
Debt Equity Ratio 0.00 0.02 (82.76)%
Operating profit Margin (%) 27.07 29.65% (8.70)%
Net Profit Margin (%) 12.53 16.62% (24.65)%
Return on Networth 13.84 15.92% (13.03)%

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 646 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 2025-26.

10. INVESTOR EDUCATION & PROTECTION FUND

During the year under review unclaimed dividend of (Final&Interim) Rs. 6,15,216/- and 12742 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 Four (4) times during the year under review and the meeting dates are on 23.05.2025, 11.08.2025, 08.11.2025, and 12.02.2026 during the financial year 2025-26.

CHANGES IN KMPS DURING THE FINANCIAL YEAR

There were no Changes in Key Managerial Personnel during the Financial Year 2025-26. 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

There were no Changes in Board of Directors during the Financial Year 2025-26.

Pursuant to the section 152 of the Companies Act, 2013, Mrs. A. Nivruti (DIN:00576167) Executive Director, retires by rotation and is eligible for re-appointment. The Board has recommended her re-appointment and accordingly resolution seeking approval of the members for her re-appointment has been included in the notice of the 57th Annual General Meeting of the company along with her 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 2025-26.

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 2025-26., 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,2026 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 in the 56th AGM of the Company to carry out the Secretarial Audit for the five consecutive years commencing from financial year 2025-26 till financial year 2029-30. 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 Secretarial Auditors in their Secretarial Audit report for the Financial Year 2025-26.

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 53rd Annual 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 2025-26.

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. S. Sundarraman, Dr.C. Palanivelu,and Mrs.Pujitha Reddy Kamineni,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 financial year 2025-26.

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 31-3-2026 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 23.05.2025, 11.08.2025, 08.11.2025 & 12.02.2026. 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 hygienepractices.

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. 2,11,05,604/-

The Foreign Exchange outgo during the year in terms of actual outflows Rs. 3,03,265/-

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.

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 2025-26.

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, 2026. There was no instance of one time settlement with any Bank or financial institutions.

32. ANNUAL RETURN

A copy of the Annual Return 2025-26 is placed on the website of the company and can be accessed via weblink https://www.saverahotel.com.

33. PARTICULARS OF REMUNERATION

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, 2026.

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. MATERNITY BENEFIT ACT 1961:

The Company is committed to providing a safe, inclusive and supportive work environment for all employees, including women employees. The Company complies with the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder, as amended from time to time.

38. 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.

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