Suba Hotels Ltd Directors Report

To,

The Members,

Suba Hotels Limited

Your directors are pleased to present the Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS:

(Amount Rs. In Lakhs)

Particulars	Standalone Financial		Consolidated Financial
	2025-2026	2024-2025	2025-2026	2024-2025
Revenue from Operations	8,843.22	6,914.64	11,435.28	7,924.32
Other Income	153.63	73.95	153.63	74.17
Total Income	8,996.85	6,988.59	11,588.91	7,998.49
Total Expense before tax, Depreciation, Finance Cost and Prior period Items	7,314.20	5,118.27	8,907.12	5,617.42
Finance Cost	197.19	189.62	200.07	190.92
Depreciation and Amortisation	243.74	252.84	252.09	257.15
Profit / (Loss) before Extra-ordinary items and Tax	1,241.73	1,427.87	2,229.64	1,933.00
Preliminary Expenses Written off	-	-		-
Prior Period items	-	-		-
Profit / (Loss) before Tax	1,241.73	1,427.87	2,229.64	1,933.00
Tax Expense
Current Tax	(312.52)	(341.41)	(393.31)	(380.28)
Earlier years Tax	-	(7.73)	-	(7.73)
Deferred Tax	(38.30)	(31.03)	(35.04)	(29.84)
Profit / (Loss) after Tax	890.91	1,047.70	1,801.28	1,515.14

2. STATE OF COMPANYS AFFAIRS:

Suba Hotels Limited is engaged in the business of hospitality and hotel management, including operation, management, branding, franchising, leasing and development of hotels, resorts and serviced hospitality properties across various market segments.

The Company continues to operate in the hospitality sector under its brands, including "Suba Hotels", "Click Hotels", "Click Collection", "Click Lite", "GenX", "Clarion" and "Quality Hotels". During the year under review, the Company focused on the expansion of its managed hotel portfolio and strengthening its presence across key markets in India.

The Company primarily operates through multiple hospitality models, including owned hotels, management contracts, franchise arrangements, lease operations and revenue-sharing agreements. The Company continues to follow an asset-light growth strategy by entering into hotel management, franchise and revenue-sharing arrangements with property owners across business destinations, industrial corridors, pilgrimage locations and emerging Tier II and Tier III cities in India.

During the year under review, the Companys Revenue from Operations on a standalone basis has increased significantly to Rs. 8,843.22 lakhs from Rs. 6,914.64 lakhs in the Financial Year (FY) 2025-26. The Net Profit after Tax on a standalone basis stands at Rs. 890.91 lakhs in FY 2025-26. Your directors continue to actively explore potential markets and strategic areas of growth to steer the Company toward a stronger and more promising future.

3. BUSINESS EXPANSION AND STRATEGIC DEVELOPMENTS:

During the year under review, the Company has undertaken strategic initiatives to expand its footprint across India:

• Launch and expansion under the "Click Lite" brand, targeting budget and mid-scale segments;

• Expansion into key markets, including Pune (Chakan) and Vijayawada (Andhra Pradesh) through hotel management arrangements;

• Execution of multiple Hotel Management Agreements (HMA), Franchise Agreements and Revenue Share arrangements;

• Strengthening of brand portfolio across segments to cater to diverse customer needs.

These initiatives are aligned with the Companys long-term strategy of scalable growth with minimal capital expenditure.

4. INITIAL PUBLIC OFFER (IPO) & UTILISATION OF PROCEEDS:

The Company was listed on the NSE Emerge Platform on October 7, 2025. Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the proceeds raised through the Initial Public Offer (IPO) have been utilised during the year ended March 31, 2026, in accordance with the objects of the issue as disclosed in the Prospectus. There has been no deviation or variation in the utilisation of the IPO proceeds from the stated objects of the offer.

5. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business activity of the Company or in the main object of the Company.

6. DIVIDEND:

Your directors have not recommended any dividend for the financial year under review to conserve resources for the Companys business operations and future growth.

The Dividend Distribution Policy of the Company is available on the Companys website: https://www. subahotels.com.

7. TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for the year ended March 31, 2026 in the distributable retained earnings.

8. SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs. 40.00. 00.000/- (Rupees Forty Crore only), divided into 4.00. 00.000 Shares @ Rs. 10 each.

During the year, the Company had allotted 67,99,200 Equity Shares of face value of Rs 10/- each pursuant to the Initial Public Offering ("IPO") of the Company, which closed on October 01, 2025. The allotment of Equity Shares was approved by the Board of Directors at its meeting held on October 03, 2025 and the Equity Shares of the Company were subsequently listed on the NSE Emerge Platform of the National Stock Exchange of India Limited on October 07, 2025 Consequently, the Paid-up Share Capital of the Company has increased to Rs. 24,24,25,160/- (Rupees Twenty- Four Crore Twenty- Four Lakh Twenty- Five Thousand One Hundred Sixty only) divided into 2,42,42,516 Equity Shares of face value of Rs 10/- each.

The Company has not issued any shares by way of ESOP, Sweat Equity, Bonus Issue, or done Buyback of Securities during the year and the Company did not have any outstanding Global Depository Receipts (GDRs), American Depository Receipts (ADRs), warrants or any other convertible instruments convertible into equity shares of the Company. Accordingly, there is no likely impact on the equity share capital of the Company.

9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year, i.e., March 31 2026, and the date of this Report.

Further, the operations of the Company have continued in the ordinary course of business, and no circumstances have arisen since the close of the financial year that would have a material impact on the affairs or financial stability of the Company.

10. LISTING AND DEMATERIALISATION OF EQUITY SHARES:

The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees for the financial year 2025-26.

The equity shares of the Company are available for dematerialisation with the following depositories:

• National Securities Depository Limited (NSDL)

• Central Depository Services (India) Limited (CDSL) The ISIN allotted to the Company is INE0RYR01018.

11.SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

As on March 31, 2026, the Company has 1 (One) Wholly Owned Subsidiaries, details whereof are provided below:

Sr. No.	Name of the Company	Amount Invested	No. of Shares Subscribed	% of Shareholding	Nature of Relationship
1	Click Rooms Hotel Management LLC	Rs. 27,30,971/-	100 Shares of AED 1,000 each	100.00%	Wholly Owned Subsidiary

Pursuant to Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 forms part of this Annual Report.

During the year under review, there was no change in the nature of business of the subsidiary companies. Further, the Company does not have any Associate or Joint Venture Company within the meaning of Section 2(6) of the Companies Act, 2013. In accordance with the applicable provisions of the Companies Act, 2013 read with applicable Indian Accounting Standards, the Consolidated Financial Statements of the Company form part of this Annual Report and the Audited financial statements of the subsidiary companies are available on the website of the Company at https://www.subahotels. com/.

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

During the year under review, the Company has made investments and provided loans in compliance with the provisions of Section 186 of the Companies Act, 2013. The particulars of such loans and investments are disclosed in the Notes forming part of the Financial Statements.

13. RELATED PARTY TRANSACTIONS:

All contracts or arrangements entered into by the Company with related parties during the financial year 2025-26 were in the ordinary course of business and on an arms length basis, in compliance with the provisions of Section 188(1) of the Companies Act, 2013, and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the details of Related Party Transaction has been included in the notes to the Financial Statements which is a part of the Annual Report.

In view of the above, the disclosure in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the

Companies (Accounts) Rules, 2014, is not specifically required to be included in the Boards Report for the year under review.

All Related Party Transactions were placed before the Audit Committee for prior approval. In accordance with the Policy on Related Party Transactions, the Audit Committee granted omnibus approval for repetitive transactions, which were subsequently reviewed on a quarterly basis.

The Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Companys website at https://www.subahotels.com/.

During the financial year, there were no materially significant related party transactions that may have a potential conflict with the interests of the Company at large.

14. CORPORATE GOVERNANCE:

The Companys equity shares are listed on the NSE Emerge Platform. Hence, it is exempt from mandatory compliance with the aforesaid corporate governance requirements, including the submission of a separate Corporate Governance Report and the related Auditors or Practising Company Secretarys Certificate thereon, but the Company adheres to good Corporate Governance practices at all times.

15. BOARD AND BOARD OF DIRECTORS OF THE COMPANY:

The Company has adopted a Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy ensures that the Board comprises an optimal mix of Executive and Non-Executive Directors, including Independent Directors and a Woman Director, having diverse qualifications, experience and expertise.

In terms of the Companies Act, 2013 and the Articles of Association of the Company, the Company is required to have a minimum of three (3) Directors and a maximum of fifteen (15) Directors on its Board. As on March 31, 2026, the Board comprises six (6) Directors, including three (3) Executive Directors and three (3) Independent Directors, of which one (1) is a Woman Director.

The composition of the Board of Directors and its Committees is in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Sr. No	Name of the Director	DIN	Designation	Date of Appointment	Date of Cessation
1*	Mr. Mansur Mehta	01643019	Chairman and Managing Director	February 12, 2024
2*	Mr. Mubeen Mehta	03156531	Whole-Time Director and Chief Executive Officer	February 12, 2024
3	Mr. Girish Bhatt	05192309	Executive Director and Chief Financial Officer	October 04, 2023
4	Mr. Chandrashekar Payannavar	00420108	Independent Director	February 12, 2024
5	Ms. Nidhi Shah	10503099	Independent Director	June 04, 2024	April 15, 2026
6	Mr. Sunil Patel	02614134	Independent Director	February 12, 2024
7	Ms. Simran Manoj Singh	11235803	Additional-Independent Director	April 15, 2026

Note:

*Mr. Mansur Mehta was re-appointed as Chairman and Managing Director and Mr. Mubeen Mehta was re-appointed as Whole-Time Director and Chief Executive Officer on February 12, 2024.

- Other than Mr Mansur Mehta and Mr Mubeen Mehta, who are related to each other as father and son, none of the other Directors, Key Managerial Personnel, or Senior Management Personnel is related to any other Director, Key Managerial Personnel, or Senior Management Personnel of our Company.

- Ms Nidhi Kirtikumar Shah resigned as an Independent Woman Director of our Company with effect from April 15, 2026. Subsequently, Ms Simran Manoj Singh was appointed as an Additional Independent Woman Director of our Company with effect from April 15, 2026, in place of Ms Nidhi Kirtikumar Shah.

- Mr. Girish Bhatt appointed as a Director Executive Director on October 4, 2023 and as a Chief Financial Officer on August 19, 2025

Disqualification of Directors:

As on the date of this Report, none of the Directors of the Company is disqualified under section 164 of the Companies Act, 2013. The Company has obtained a Certificate pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations from M/s. HRU & Associates, Practising Company Secretary, certifying that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India or the Ministry of Corporate Affairs or any such statutory authority. The said certificate has been annexed as "Annexure I" with this Report.

Declaration by Independent Directors:

The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and under Regulation 16 of the SEBI Listing Regulations. In the opinion of the Board, all the Independent Directors possess the requisite integrity, expertise, experience, and proficiency, fulfil the conditions specified under the Companies Act, 2013, and the SEBI (LODR) Regulations, 2015, and are independent of the management.

16. DECLARATION AFFIRMING COMPLIANCE WITH CODE OF CONDUCT:

It is hereby confirmed and declared that all Board Members and Senior Management Personnel have individually affirmed their compliance with the Code of Conduct adopted by the Company for the financial year ended March 31, 2026. This affirmation is detailed in Annexure - II to this report.

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Board of Directors duly met 11 (Eleven) times on April 07, 2025; June 19, 2025; August 29, 2025; September 02, 2025; September 05, 2025; September 22, 2025; September 26, 2025; October 03, 2025; November 14, 2025 and January 23, 2026. The maximum gap between any two Board Meetings was less than one hundred and twenty (120) days.

18. CHANGES IN BOARD AND KEY MANAGERIAL PERSONNEL (KMP):

There was no change in the composition of the Board of Directors during the year under review. Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, and Clause XX of the Articles of Association of the Company, Mr Girish Somnath Bhatt (DIN: 05192309), Executive Director and Chief Financial Officer, retires by rotation at the ensuing 29^th Annual General Meeting (AGM). Being eligible, he has offered himself for reappointment. The details of Key Managerial Personnel are provided hereinbelow:

KEY MANAGERIAL PERSONNEL (KMP):

Sr. No	Name of the Key Managerial Personnel	Designation	Date of Appointment	Date of Cessation
1.	Mr. Mansur Mehta	Chairman & Managing Director	February 12, 2024	-
2.	Mr. Mubeen Mehta	Whole-Time Director and Chief Executive Officer	February 12, 2024	-
3.	Mr. Darshan Shah	Chief Financial Officer	June 04, 2024	July 25, 2025
4.	Mr. Girish Bhatt	Chief Financial Officer	August 29, 2025	-
5.	Ms. Sonam Aggarwal	Company Secretary and Compliance Officer	December 15, 2023	-
6.	Mr. Hakimuddin Kanorwala	Chief Financial Officer	April 13, 2026	-

During the year, Mr. Girish Somnath Bhatt was appointed as Chief Financial Officer of the Company w.e.f. August 29, 2025, in place of Mr Darshan Shah, who has resigned as Chief Financial Officer on July 25, 2025.

19. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

The disclosures regarding Section 197(12) of the Companies Act, 2013 and Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are not applicable for FY 2025-26, as no employee or managerial personnel received remuneration exceeding Rs. 102 lakh per annum or Rs. 8.5 lakh per month.

The details of Managerial Remuneration, Key Managerial Personnel and employees of the Company as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been set out as Annexure III to this Report, attached hereto.

20. COMPOSITION OF COMMITTEES OF BOARD:

The Board has constituted the following committees in accordance with the requirements of the Companies Act and SEBI Listing Regulations:

i. Audit Committee.

Audit Committee comprises of the following members as on March 31, 2026:

Name	Designation
Mr. Chandrashekar Payannavar	Chairperson (Independent Director)
Ms. Nidhi Shah	Member (Independent Director)
Mr. Mubeen Mehta	Member (Whole-time Director & CEO)

The Audit Committee was thereafter reconstituted on May 30, 2026 by appointing Ms Simran Singh as a member in place of Ms Nidhi Shah.

During the year under review, the Audit Committee met 6 (Six) times on April 07, 2025; June 19,

2025; September 02, 2025; September 05, 2025; November 14, 2025 and January 23, 2026, and all the members attended the said meetings.

All members of the Audit Committee are financially literate and possess relevant expertise in finance, accounting and related fields.

The Company Secretary acts as the Secretary to the Audit Committee.

The scope, functions, and terms of reference of the Audit Committee are in accordance with Section 177 of the Companies Act, 2013, and Regulation 18(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ii. Nomination and Remuneration Committee

Nomination and Remuneration Committee comprises of the following members as on March 31, 2026:

Name	Designation
Mr. Chandrashekar Payannavar	Chairperson (Independent Director)
Mr. Sunil Patel	Member (Independent Director)
Ms. Nidhi Shah	Member (Independent Director)

The Nomination and Remuneration Committee was thereafter reconstituted on May 30, 2026 by appointing Ms Simran Singh as a member in place of Ms Nidhi Shah.

During the year under review, the Nomination and Remuneration Committee met 2 (Two) times on August 29, 2025 and September 02, 2025, and all the members attended the said meetings.

The Committee has formulated a policy on the appointment and remuneration of Directors, including criteria for determining qualifications, positive attributes and independence of Directors, in compliance with Section 178(3) of the Companies Act, 2013, and a copy of the policy is available on the companys website- https://www.subahotels. com.

The scope, functions, and terms of reference of the NRC are in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

iii. Stakeholders Relationship Committee

Stakeholder Relationship Committee comprises the following members as on March 31, 2026.

Name	Designation
Mr. Chandrashekar Payannavar	Chairperson (Independent Director)
Mr Girish Somnath Bhatt	Member (Executive Director and Chief Financial Officer)
Mr. Mubeen Mehta	Member (Whole-time Director and CEO)

During the year under review, the Stakeholder Relationship Committee met 1 (One) time on November 14, 2025, and all the members attended the said meeting

iv. Corporate Social Responsibility (CSR) Committee

The Corporate Social Responsibility (CSR) Committee comprises the following members as of March 31, 2026.

Name	Designation
Mr. Chandrashekar Payannavar	Chairperson (Independent Director)
Mr. Mansur Mehta	Member (Chairman and Managing Director)
Mr. Mubeen Mehta	Member (Whole-time and CEO)

During the year under review, the Corporate Social Responsibility (CSR) Committee met 2 (Two) times on April 7, 2025 and September 5, 2025, and all the members attended the said meetings.

21. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the Nomination and Remuneration Committee, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees.

22.INTERNAL FINANCIAL CONTROLS:

The Company has maintained an adequate financial control system, commensurate with the size, scale and complexity of its operations and ensures compliance with various policies, practices and statutes.

23. RISK MANAGEMENT:

Your Company has a well-defined risk management framework in place to identify, assess the key risks and mitigate them appropriately. The Company has reviewed the major risks, including risks on account of business continuity, supply chain management, third- party risks, legal compliance and other risks which may affect or have affected its employees, customers and all other stakeholders from both the external and the internal environment perspective. Based on this review, appropriate actions have been initiated to mitigate, partially mitigate, transfer, or accept the risk (if need be) and monitor such risks on a regular basis.

24.VIGIL MECHANISM:

The Company has established a Vigil Mechanism / Whistle Blower Policy for Directors and employees to report genuine concerns, unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The mechanism provides for adequate safeguards against victimisation and ensures direct access to the Chairman of the Audit Committee in appropriate cases. The Company affirms that no personnel have been denied access to the Audit Committee. The Policy is available on the website of the Company at https://www.subahotels.com

25.SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE:

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit Report issued by the Practising Company Secretary is annexed herewith as Annexure IV.

The observations, if any, contained in the Secretarial Audit Report are self-explanatory and/or have been adequately explained in the respective notes to accounts or elsewhere in this report. There are no material qualifications, reservations or adverse remarks requiring specific comments by the Board.

Further, pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Regulation 24A relating to submission of Annual Secretarial Compliance Report are presently not applicable to the Company, being listed on the NSE SME Emerge Platform.

During the year under review, the Company had complied with Secretarial Standards on meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India in terms of Section 118(10) of the Companies Act, 2013 and also applicable regulations of SEBI (Listing Obligations and Disclosure Requirements), 2015.

26. STATUTORY AUDITORS:

M/s. Shah & Taparia, Chartered Accountants (FRN: 109463W), were appointed as Statutory Auditors of the Company for a term of five financial years commencing from F.Y. 2024-25 to F.Y. 2028-29 at the Annual General Meeting held on September 30, 2024.

They continue to act as the Statutory Auditors of the Company in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013, and have confirmed their eligibility to act as Statutory Auditors under Section 141 of the Companies Act, 2013, and the Rules made thereunder.

The Statutory Auditors of the Company have issued an unmodified opinion on the Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026.

During the year under review, no frauds were reported by the auditors of the Company under section 143(12) of the Companies Act, 2013.

27. INTERNAL AUDIT:

The Company has an adequate internal audit system commensurate with the size and nature of its operations. During the year, the Company appointed an Internal Auditor in the second half of the financial year. Internal audit reviews conducted during the period are placed before the Audit Committee, and appropriate corrective actions are taken based on the observations and recommendations.

28. COST AUDITORS:

The provisions relating to the maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and the rules made thereunder, including the requirement of a Cost Audit, do not apply to the Company for the financial year 2025-26, being a hotel and hospitality company not covered under the industries specified by the Central Government.

29. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms that:

a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors 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 and of the profit of the Company for that period;

c) The Directors have 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) The annual accounts have been prepared on a going concern basis; and

e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws, and such systems are adequate and operating effectively.

30. PREVENTION OF SEXUAL

HARASSMENT AT THE WORKPLACE:

The Company is committed to providing a safe, secure, and conducive work environment for all its employees. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules made thereunder, the Company has constituted an Internal Complaints Committee (ICC) vide board resolution dated June 28, 2024, to address and resolve complaints about sexual harassment at the workplace.

DISCLOSURE OF THE COMPOSITION OF THE INTERNAL COMPLAINTS COMMITTEE (ICC)

Sr. No.	Name of the Member	Designation
1	Rakhi Fernandes	Presiding officer
2	Sara Javed Palnak	Internal Member
3	Priyanka Poojari	Internal Member
4	Kartik Shah	External Member

During the year under review, the details of complaints received and disposed of are as under:

Particulars	Number of Complaints
Number of complaints filed during the financial year	0
Number of complaints disposed of during the financial year	0
Number of complaints pending as on the end of the financial year	0

31. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. All eligible women employees were provided maternity leave and related benefits as prescribed by law, and no instances of non-compliance or complaints were reported during the year. The Company continues to maintain a safe, supportive, and inclusive work environment for women employees, in line with statutory requirements and internal policies.

32. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to the provisions of Section 135 of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (CSR) Committee of the Board and framed a CSR Policy.

The CSR Policy outlines the Companys philosophy and guiding principles for the identification, selection, implementation, and monitoring of CSR projects and programs. The key focus areas of the Companys CSR activities include education, health care, environmental sustainability, and community development.

During the year under review, the Company has spent the prescribed amount towards its CSR obligations in compliance with the provisions of Section 135 of the Act and the Rules made thereunder. The details of the CSR Committee, CSR Policy, and the annual report on CSR activities, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, are provided in Annexure V to this Report and are also available on the Companys website at https://www.subahotels.com.

33. ANNUAL RETURN:

The Annual Return for the Financial Year 2025-26, filed in the prescribed Form MGT-7 pursuant to Section 92 of the Companies Act, 2013 and the rules made thereunder, is available on the Companys website at https://www.subahotels.com.

34. PUBLIC DEPOSITS:

The Company has neither accepted nor renewed any deposits from the public during the year under review, in accordance with the provisions of Section 73 and other applicable provisions of the Companies Act, 2013, and the rules made thereunder.

35. DISCLOSURE OF DEFAULT:

The Company confirms that there has been no default in repayment of loans or interest thereon and the Company does not have any outstanding debt securities during the year under review.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

37. CREDIT & GUARANTEE FACILITIES:

The Company has been availing secured loans, overdraft facilities and bank guarantee facilities from HDFC Bank, from time to time for the business requirements.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

Information as required under Section 134(3)(m) of the Companies Act, 2013 is provided below:

A) Conservation of Energy

The Company continues to focus on energy conservation as part of its sustainability initiatives across its hotel operations. Measures undertaken include the use of energy-efficient lighting systems and HVAC solutions, optimisation of energy consumption and adoption of sustainable operating practices across its properties.

B) Technology Absorption

The Company continues to adopt appropriate technology solutions to enhance operational efficiency, internal controls and data management. During the year, the Company has implemented improved accounting systems and process automation, enabling better audit trail compliance and centralisation of financial and operational data across its hotel units. The Company also leverages technology in areas such as smart hotel design and efficient resource utilisation as part of its sustainability initiatives.

C) Foreign Exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual Outflows:-

(Rupees in lakhs)

Particulars	2025-2026	2024-2025
Foreign Exchange Earnings	0	0
Foreign Exchange Outgo	132.22	196.90
Foreign Exchange Gain	0	0

39. DISCLOSURES:

a. DETAILS OF INSOLVENCY

PROCEEDINGS:

The Company has neither filed any application nor has any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2025-26.

b. ONE TIME SETTLEMENT:

The Company has not entered into any one-time settlement with any Bank or Financial Institution; therefore, the disclosures specified under Rule 8 (5) (c) (xii) of The Companies (Accounts) Rules, 2014 do not apply to the Company.

40. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis on matters related to the business performance as stipulated in the Listing Regulations is given as a separate section in the Annual Report.

41.INVESTOR RELATIONS AND SHAREHOLDER INFORMATION:

The Company continues to maintain transparent and effective communication with its investors.

• Listing: NSE Emerge Platform

• The CIN of the Company is U99999GJ1997PLC120713. The Company has made an application to the Ministry of Corporate Affairs ("MCA") for a change of its CIN to U99999GJ1997PLC120713. The said application is approved by MCA, but the master data has not been changed as of date; hence, the old CIN is mentioned.

• ISIN: INE0RYR01018

• Registrar & Transfer Agent: Bigshare Services Private Limited

• Investor Grievance Email: compliance@subahotels. com

• Investor complaints are processed through SEBI Complaints Redress System ("SCORES") available at https://scores.sebi.gov.in/. SCORES is a centralized web-based complaints redressal system enabling online submission, tracking and monitoring of investor complaints, including upload of Action Taken Reports ("ATRs") by listed entities and online status tracking by investors.

During the year under review, the Company has not received any material investor complaints.

42. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the continued support from stakeholders, investors, employees and business partners.

For and on behalf of the Board
Suba Hotels Limited
Mansur Abubaker Mehta	Mubeen Mansur Mehta
Chairman and Managing Director	Whole Time Director & CEO
DIN: 01643019	DIN: 03156531
Date: September, 08 2026
Place: Mumbai