Ventive Hospitality Ltd Directors Report

BOARDS REPORT

Dear Shareholders,

The Board of Directors of Ventive Hospitality Limited ("the Company") is pleased to present its Twenty-Fifth Annual Report, highlighting the Companys business operations and the audited financial statements for the financial year ended on 31^st March 2026.

FINANCIAL SUMMARY AND OPERATIONAL HIGHLIGHTS:

The financial performance of the Company for the financial year ended on 31^st March 2026, as compared with the previous financial year, is set out below.:

				(Rs. in Million)
	Standalone		Consolidated
Particulars	31st March 2026	31st March 2025	31st March 2026	31st March 2025
Total Income	7,428.50	6,289.28	26,660.91	16,725.28
Total Expenses	(4,257.49)	(4,142.88)	(19,242.94)	(13,567.75)
Profit Before Tax from continuing Operations Before exception Items and share of profit/(loss) of Joint venture	3,171.01	2,146.40	7,417.97	3,157.53
Share of profit/ (loss) of joint venture	-	-	4.59	(159.55)
Exceptional Item	(19.98)	(61.09)	(80.92)	(61.09)
Tax Expenses:
Current Tax	566.17	499.87	1,732.65	955.55
Earlier Year Tax	25.34	11.61	28.19	11.61
Deferred Tax Expenses	270.31	236.78	561.93	319.00
Total Tax Expenses	861.82	748.26	2,322.77	1,286.16
Profit for the year	2,289.21	1,337.05	5,018.87	1,650.73
Other Comprehensive Income
Other Comprehensive Income to be reclassified to Profit and Loss in subsequent periods:			3,106.71	255.57
Exchange difference on translating the financial statements of foreign operations share of other comprehensive income of joint venture
Other Comprehensive Income not to be reclassified to Profit and Loss in subsequent periods:
Re-measurement gains on defined benefit plans (net of tax)	2.43	3.51	8.63	5.87
Other Comprehensive Income for the year (net of tax)	2.43	3.51	3,115.34	261.44
Total Comprehensive Income for the year (net of tax)	2,291.64	1,340.56	8,134.21	1,912.17
Earning perequity share (Face Value Rs. 1/- per share) Basic and Diluted ( Rs.)	9.80	7.60	18.23	6.83

OPERATING HIGHLIGHTS

The Companys financial performance for the year ended 31^st March 2026 is summarized below:

The Company achieved total income of Rs. 7,428.50 million for the year ended 31^st March 2026 as against Rs. 6,289.28 million for the previous year

The EBITDA for the year under review stood at Rs. 4,201.05 Million as compared to Rs. 3,640.59 million for the previous year, while the Net Profit stood at Rs. 2,289.21 million as compared to Rs. 1,337.05 million for the previous year.

An analysis of the operating performance is covered under Management Discussion and Analysis which forms part of this report.

MARKET HIGHLIGHTS:

FY2026 marked another year of steady and sustained growth for the global hospitality and tourism industry. International tourism continued to strengthen, with global travel demand improving further and supported by better air connectivity and recovery across key regions. In 2025, global tourism continued to recover steadily, with International Tourist Arrivals (ITA) reaching about 1.52 billion, up 4% from 2024 and moving above prepandemic levels, according to the United Nations World Tourism Organisation (UNWTO). Asia-Pacific showed strong momentum, while Europe remained the largest hospitality market globally. Overall, international travel activity stayed healthy, with growing interest in leisure travel, especially to premium and long-haul destinations.

In India, the hospitality sector continued its positive growth trend. The Horwath HTL report noted that occupancy grew by around 64%, while ADR increased by 8.6% to Rs. 8,624 and RevPAR rose by 10.8% to Rs. 5,522, reflecting stronger pricing power and sustained demand. Growth was supported by business travel, Meetings, Incentives, Conferences and Exhibitions (MICE) activity, weddings and an increasing contribution from Global Capability Centre (GCC)-driven corporate travel across cities such as Mumbai, Bengaluru, Pune and Delhi NCR. The sector also benefited from expanding branded hotel supply and a strong development pipeline, indicating long-term confidence in demand growth.

The Maldives remained one of the strongest luxury hospitality markets globally. The market was valued at around USD 2.87 billion in 2025 and continued to grow steadily, driven by high-spending international travellers. Luxury hotels held the largest share at 51.24%, reflecting strong demand for premium experiences, while independent hotels continued to dominate the market. Growth was further supported by improving air connectivity, airport upgrades and government support for tourism expansion, helping strengthen its position as a high-end leisure destination.

Looking ahead, the global hospitality industry is expected to grow by 3-4% in 2026, supported by major global events suchasthe FIFA World Cupand the WinterOlympics, though geopolitical and economic uncertainties may affect travel patterns. In India, demand is expected to remain strong, supported by corporate travel, infrastructure growth and rising domestic mobility. The Maldives is also expected to continue its strong growth trajectory, driven by luxury demand and expanding international connectivity. Overall, the industry outlook remains positive, with sustained demand for leisure and experience-led travel across key global markets. With a diversified portfolio across India and the Maldives and exposure to both high-growth domestic demand and premium international leisure destinations, Ventive Hospitality is well-positioned to benefit from sustained industry tailwinds and the continued shift towards luxury, experience-led travel.

Publication and access to the Financial Statements and Results: https://www.ventivehospitality.com/ financial-results/

CHANGE IN BUSINESS OF THE COMPANY:

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companys operation in future.

CORPORATE RESTRUCTURING:

The Company has filed a scheme of amalgamation of EON-Hinjewadi Infrastructure Private Limited, Restocraft Hospitality Private Limited and Wellcraft Infraprojects Private Limited, into Ventive Hospitality Limited pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, on 12^th September 2025, with National Company Law Tribunal which is subject to approval of Shareholders, if required, as may be directed by NCLT.

TRANSFER OF UNCLAIMED SHARE APPLICATION MONEY TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There is no unclaimed share application money pending for transfer to the Investor Education and Protection Fund (IEPF) under Section 125 of the Companies Act, 2013. The Company remains committed to complying with all statutory obligations under the IEPF framework and will take necessary actions if any such amounts arise in the future.

DIVIDEND St DIVIDEND DISTRIBUTION POLICY:

To retain the profits for future growth of the Company, Your Directors do not recommend any dividend for the yearended 31^st March 2026. As per Regulation 43Aof SEBI Listing Regulations, the Company has complied with the requirement of formulation of the Dividend Distribution Policy of the Company which may be accessed on the Companys website at; https://www.ventivehospitalitv. com/corporate-aovernance-policies/

TRANSFER TO RESERVES:

As permitted under the Act, your Board does not propose to transfer any amount to General Reserves. An amount of Rs. 2,289.21 million has been proposed to be retained as surplus in the Profit and Loss Account.

SHARE CAPITAL:

A) AUTHORISED SHARE CAPITAL:

During the year under review, there has been no change in the Authorized Share Capital of the Company, which remains at Rs. 600,000,000/- (Rupees Six Hundred Million only) divided into 600,000,000 (Six Hundred Million) equity Shares of Rs. 1/-each

B) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

The Issued, Subscribed and Paid-up Share Capital of the Company as on 31^st March 2026 is Rs. 233,541,608/- (Rupees Two Hundred Thirty-Three Million Five

Hundred Forty-One Thousand Six Hundred Eight Only) divided into 233,541,608 (Two Hundred Thirty- Three Million Five Hundred Forty-One Thousand Six Hundred Eight) equity shares of Rs. 1/-each.

C) ISSUE OF BONUS SHARES:

During the year under review, there was no bonus issue of the Companys shares.

D) BUY BACK OF SHARES:

During the year under review, the Company did not undertake any buy-back of its shares.

E) ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT EQUITY SHARES AND EMPLOYEES STOCK OPTIONS:

During the year under review, the company has not issued any shares with differential voting rights nor granted stockoption, nor Sweat Equity.

DEPOSITS:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY26 or the previous financial years. Your Company did not accept any deposit during the year under review.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The list of the Companys Subsidiaries, Joint Ventures and Associate Companies is set out below:

Sr. No. Name of Company	Subsidiary/Associate
1. Eon-Hinjewadi Infrastructure Private Limited	Subsidiary
2. KBJ Hotel & Restaurants Private Limited,	Subsidiary
3. UrbanEdge Hotels Private Limited	Subsidiary
4. Novo Themes Properties Private Limited	Subsidiary
5. Restocraft Hospitality Private Limited	Material Subsidiary
6. Nagenahira Resorts Private Limited	Subsidiary
7. Panchshil Corporate Park Private Limited	Material Subsidiary
8. Wellcraft Infraprojects Private Limited	Subsidiary
9. Kudakurathu Island Resort Private Limited	Subsidiary
10. SS a L Beach Private Limited	Material Subsidiary
11. Maldives Property Holdings Private Limited	Material Subsidiary
12. Soham Leisure Ventures Private Limited	Subsidiary
13. Finest VN Business Park Private Limited(w.e.f 17th February 2026) a joint venture of the group from 01st December 2025 till 16th February 2026	Subsidiary
14. Soboho Private Limited (w.e.f 17th February 2026) a joint venture of the group from 01st December 2025 till 16th February 2026	Subsidiary
15. Junobo Hotels Private Limited (w.e.f. 17th February 2026)	Joint Venture

During the year under review, the Company undertook the following acquisitions:

i. Acquired a 76% stake in Soham Leisure Ventures Private Limited, the owning entity of Hilton Goa Resort, on 15^th October 2025, thereby making it a Subsidiary of the Company; and

ii. Through its material step-down subsidiary, Panchshil Corporate Park Private Limited, the Company completed the acquisition of a 100% stake in Finest-VN Business Park Private Limited on 17 February 2026. Finest-VN Business Park Private Limited, through its subsidiaries, holds the exclusive rights for the expansion of Soho House in India and operates Soho House Mumbai (Juhu).

Post closure of Financial year 2025-26 following acquisitions took place:

i. Through its step-down subsidiary Soham Leisure Ventures Private Limited acquired 100% Stake in Sun leisure India Private Limited an entity owning the hotel SOL DE GOA.

ii. Through its Material step-down subsidiary Panchshil Corporate Park Private Limited acquired 50.02% stake in Narmada Estates Private Limited.

Pursuant to Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiary and joint venture of the Company in the prescribed Form AOC-1 is annexed as Annexure-I to this Boards report. The Company doesnt have any associate company as of 31^st March 2026

PERFORMANCE OF MATERIAL SUBSIDIARIES;

				(Amount In Rs. Million)
Particulars	SS & L Beach Private Limited	Maldives Property Holdings Private Limited	Panchshil Corporate Park Private Limited	Restocraft Hospitality Private Limited
Income
Revenue from operations	4,850.26	4,221.11	4,368.44	-
Other income	29.51	101.67	353.55	2,521.44
Total income	4,879.77	4,322.78	4,721.99	2,521.44
Expenses
Cost of food, beverages and other operating supplies	571.38	399.63	252.82	"
Employee benefits expense	906.33	949.10	296.19	1.14
Otherexpenses	1,562.95	1,580.23	866.64	60.64
Finance costs	828.98	897.01	368.20	687.10
Depreciation and amortisation expense	698.08	837.20	343.06	-
Total expenses	4,567.72	4,663.17	2,126.91	748.88
Prof it/(Loss) before exceptional item and tax	312.05	(340.39)	2,595.08	1,772.56
Exceptional item	-	-	2.85	-
Profit/(loss) before tax	312.05	(340.39)	2,592.23	1,772.56
Tax expenses:
Current tax	96.19	-	561.22	347.23
Tax in respect of earlier years	-	-	0.41	-
Deferred tax	-	-	99.68	271.81
Total tax expenses	96.19	-	661.31	619.04
Profit/(loss) included in the consolidated financial statements of the Group before consolidation adjustments	215.86	(340.39)	1,930.92	1,153.52
Other comprehensive income
Other comprehensive income to be reclassified to profit or loss in subsequent periods:	-	-	-	-
Other comprehensive income not to be reclassified to profit or loss in subsequent periods:	-	-	-
Re-measurement (losses)/gains on defined benefit plans	-	-	4.44	-
Deferred tax effect	-	-	(1.12)	-
Other comprehensive income for the year, net of tax	-	-	3.32	-
Total comprehensive income/(loss) fortheyear, net of tax	215.86	(340.39)	1,934.24	1,153.52

Notes:

• The above figures represent the standalone numbers of the respective entities.

• figures for Maldives Property Holdings Pvt Ltd and SS&L Beach Pvt Ltd have been converted from USD to INR for presentation purposes

ACCOUNTS, AUDITORS AND AUDIT REPORT:

STATUTORY AUDITOR

At the Annual General Meeting (AGM) held on 30^th September 2022, M/s S R B C & Co. LLP, Chartered Accountants, Firm Registration No. 324982E/E300003, was appointed as Statutory Auditorsof the Company for a term of five consecutive years to hold office till the conclusion of the Annual General Meeting to be held in the year 2027. The statutory auditors have confirmed that they are not disqualified from continuing and satisfy the prescribed eligibility criteria under the Companies Act, 2013.

EXPLANATIONS OR COMMENTS ON AUDITORS QUALIFICATION/RESERVATION/ ADVERSE REMARK/ DISCLAIMER:

1. In respect of the auditors qualification on the backup of books of account in the standalone and consolidated financial statements

Specifically in relation to third-party hotel software there is a progress compared to last year as steps have been taken to strengthen IT controls, standardize backup procedures. The Company continues to enhance its IT controls through continuous improvement.

The Company is committed to comply with statutory requirements and maintaining the integrity and security of financial data going forward.

2. In respect of the auditors qualification related to the audit trail, the details are described in Note 44 of the standalone financial statements and Note 46 of the consolidated financial statements:

The Company and its domestic subsidiaries utilize accounting software for maintaining books of account. The company have initiated measures to further strengthen its control framework around audit trails, including enabling audit trail functionality across relevant systems and user access levels, reviewing system configurations, and enhancing oversight overthird-party applications. In addition, external experts were engaged to assess system readiness and recommend necessary i mprovements. The Company is committed to adhere with audit trail requirements

3. In respect of the auditors qualification in the standalone and consolidated financial statements, which was made on account of the absence of a stipulated schedule for repayment of principal and payment of interest in the agreement, and the loan being repayable on demand.

The Company has a mechanism to monitor the loans. As the loans were given to subsidiary companies, no fixed schedule is mentioned for repayment of principal and interest. The Company frequently assesses the creditworthiness of the borrowers and concludes on its recoverability.

AUDITORS REPORT:

The Audit Reports dated 12^th May 2026 issued by M/s. S R B C & CO. LLP, Chartered Accountants and Statutory Auditors on the companys standalone and Consolidated financial statements for the financial year ended 2025-26 is a part of Annual Report

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and Regulation 24(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at its meeting held on 12^th May 2025, appointed SVD & Associates, Company Secretaries (Firm Registration No. P2013MH031900) as the Secretarial Auditors of the Company for a term of five (5) years. The said appointment was approved by the shareholders of the Company at the Annual General Meeting held on 25^th August 2025.

The Secretarial Audit Report for the financial year ended 31^st March 2026 is annexed herewith at Annexure IV to this Report.

There were no qualifications, reservations or adverse remarks contained in the Secretarial Audit Report issued by the Secretarial Auditors.

Further during FY 2025-26, the Secretarial Auditors did not report any instances under Section 1 A3(12) of the Companies Act, 2013. Accordingly, the disclosure requirements under Section 134(3)(ca) of the Act are not applicable.

INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 201 A, the Board of Directors, at its meeting held on 25^th September 2025, appointed Price Waterhouse Coopers Services LLP (LLP Identification Number: AAI-8885) as the Internal Auditor of the Company for FY 2025-26 to conduct the internal audit of the India Hospitality, Annuity, Projects, and Head Office divisions, and to issue reports thereon for the financial year 2025-26, with a view to reviewing the internal controls, operating systems, and procedures in accordance with the approved audit scope.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Companys officers or employees which are required to be reported to the Audit Committee under Section 143(12) of the Act.

BOARD OF DIRECTORS:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 ("the Act"),read with the Rules made thereunder and the Articles of Association of the Company, Mr. Atul Ishwardas Chordia (DIN= 00054998), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting ("AGM")and, being eligible, has offered himself for re-appointment.

Your Board, on the recommendation of Nomination and Remuneration Committee (NRC) of your Company, recommends the re-appointment of Mr. Atul Ishwardas Chordia as a Director for your approval.

The brief profile, of Mr. Atul Ishwardas Chordia .nature of his expertise, disclosure of relationship between Directors inter-se, details of directorships and committee membership held by him in other companies, and his shareholding in the Company, as required under Secretarial Standard-2 on General Meetings and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are appended as an annexure to the Notice of the AGM.

During the year under review, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel:

Name of Director/ Key Managerial Personnel	Director Identification Number	Date of Appointment/ Resignation	Designation	Appointment/ Resignation/ Change in Designation
Mr. Asheesh Mohta	00358583	13th November 2025	Additional Non-Executive- Non-Independent Director	Appointment
Mr. Tuhin Parikh	00544890	13th November 2025	Non-Executive- Non- Independent Director	Resignation
Mr. Asheesh Mohta	00358583	29th January 2026	Non-Executive- Non- Independent Director	Change in Designation

The Board of directors and Key Managerial Personnel as on 31^st March 2026 consists of;

Sr. No. Name of Directors/ Key Managerial Personnel	Designation	Relationship
1 Mr. Atui Ishwardas Chordia	Chairman, Non Independent-Executive Director	NA
2 Mrs. Punita Kumar-Sinha	Independent- Non-executive Director	NA
3 Mr. Asheesh Mohta	Non independent- Non- Executive Director	NA
4 Mr.Nipun Sahni	Non independent- Non- Executive Director	NA
5 Mr.Thilan Manjith Wijesinghe	Independent- Non-executive Director	NA
6 Mr.Bharat Khanna	Independent- Non-executive Director	NA
7 Mr.Paresh Ajit Bafna	Chief Financial Officer	NA
8 Mr.Ranjit Bharat Batra	Chief Executive Officer	NA
9 Mr. Pradip Purushottam Bhatambrekar	Company Secretary & Compliance officer	NA

NUMBER OF MEETINGS OF BOARD:

During the year under review, six Board Meetings were held. Details of the meetings held and Directors attendance thereat form part of the Corporate Governance Report.

The gap between two consecutive Board Meetings did not exceed the period prescribed under the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (C) of the Act:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with no material departures;

(b) that 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 as on 31^st March 2026 and of the profit of the Company for the year ended on that date;

(C) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) that the Directors have prepared the annual accounts on a going concern basis;

(e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTEGRATED REPORTING:

Your Company has prepared Integrated Report for the financial year under review, which encompasses both financial and non-financial information, including stakeholder relationships, to enable well informed decision-making and provide a better understanding of the Companys value creation model.

COMMITTEES OF THE BOARD:

MANDATORY COMMITTEES

• Audit Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee

• Risk Management Committee

The details of all the Mandatory Committees along with their Composition, Terms of Reference and Meetings held during the year are provided in Corporate Governance Report forming part of the Integrated Annual Report.

NON-MANDATORY COMMITTEES:

In addition to the above referred Mandatory Committees, the Board has also formed the following Committees of the Board and delegated powers and responsibilities with respect to specific purposes

• Investment Committee

• ESG Committee

• Finance & Operational Committee

DIRECTORS AND OFFICERS INSURANCE:

Directors and Officers Insurance In line with the requirements of Regulation 25(10) of the Listing Regulations, the Company has in place a Directors and Officers Liability Insurance policy

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance and the Directors, Chairperson individually, as well as the evaluation of working of its Committees. Details of the evaluation mechanism is provided in the Corporate Governance Report which forms part of this Annual Report.

FAMILARISATION PROGRAMME:

Details of familiarisation prog rammesforthe Independent Directors are available on the websiteof the Company and can be accessed at https://www.ventivehospitality.com/ wp-content/uploads/2024/07 /Ventive-lndependent- Directors-Familarisation-proaramme-3.pdf

DECLARATION BY INDEPENDENT DIRECTORS:

I. All the Independent Directors have given their declarations that they meet the criteria of independence as laid down under the Companies Act, 2013 and the listing Regulations;

II. They are not aware of any ci rcumstance or situation, which exist or may be reasonably anticipated, that could impairor impact their ability to discharge their duties with an objective of independent judgment and without any external influence pursuant to Regulation 25 of SEBI Listing Regulations;

III. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors and complied with the requirements of passing proficiency test, as applicable.

IV. They have registered their names in the Independent Directors Databank.

Based on the confirmations/ disclosures received from the Independent Non-Executive Directors in terms of Regulation 25 of the SEBI Listing Regulations is of the opinion that the Independent Non-Executive Directors are of integrity and possess the requisite expertise and experience. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Nomination and Remuneration Policy in line with the requirement of Section 178 of the Companies Act, 2013 and the rules made thereunder and Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy inter alia, provides the procedure for selection, appointment and remuneration of Directors and Key Managerial Personnel, including the criteria for determining qualifications, positive attributes, and independence of Directors.

GOING CONCERN:

The Board of Directors has assessed the financial position of the Company and is of the opinion that the Company has adequate resources to continue its operations for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis. The Board is of the opinion that there are no material uncertainties that would cast significant doubt on the Companys ability to continue as a going concern.

ACCOUNTING TREATMENT:

The accounting treatment is in line with the applicable Indian Accounting Standards (Ind AS) recommended by the Institute of Chartered Accountants of India and prescribed by the Central Government in accordance with Section 133 of the Act.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013,, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this Report as Annexure V.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this report. Further, the report and the annual accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary at cs@ventivehospitalitv.com

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

In accordance with the Listing Regulations, the BRSR describes the performance of the Company on environmental, social and governance aspects. The disclosures on key performance indicators (KPIs) of BRSR Core and Independent Assurance Report on the identified sustainability information are available on the Companys website and can be accessed atwww.Ventivehospitality.com

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided as Annexure VI of this report.

DISCLOSURES/REPORTING:

ANNUAL RETURN

Pursuant to Section 134(3)(a) ofthe Act, the draft annual return as on 31^st March 2026 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the https://www.ventivehospitality.com/

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All the Related Party Transactions are placed before the Audit Committee for its review and approval wherever applicable. The details of transactions with related parties are given in notes to the financial statements. Details showing the disclosure of transactions with related parties as required under IND AS-24 and 2A of Schedule V of SEBI Listing Regulations are set out in the financial statements.

The Companys Policy on Related Party Transactions may be accessed on the Companys website at https://www. ventivehospitality.com/wp-content/uploads/202A/07/19. VHL Policy-on-Related-Party-Transactions.pdf The RPT Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties.

All related party transactions entered into during the financial year were in the ordinary course of business and on an arms length basis.

The details of material transaction has been disclosed in Form AOC-2 annexed as Annexure II.

RISK MANAGEMENT:

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. Further The Company has a Risk Management Policy to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

The busi ness risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting.

INTERNAL FINANCIAL CONTROLS:

The Company has in place internal financial controls with reference to the financial statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. Periodic audits and checks are conducted and the controls to prevent, detect and correct any irregularities in the operations have been laid down by the Company.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

As on the date of the Report no application is pending against the Company under Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under IBC during the F.Y. 2025-26.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review there has been no one-time settlement of loans taken from Banks and Financial Institution.

LOANS, INVESTMENTS, GUARANTEES AND SECURITIES:

Your Company is engaged in infrastructural activities covered under Schedule VI of the Act and is, therefore, exempt from the provisions of Section 186 of the Act with regard to loans, investments, guarantees and securities.

Details of loans given, guarantees and securities provided in connection with loans, and investments made by your Company are given in Notes No. 7, 8, 35 and 36B to the Standalone Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY:

Every company having net worth of Rs. 5,000 Million (Rupees Five Thousand Million only) or more, or turnover of Rs.10,000 Million (Rupees Ten Thousand Million only) or more or a net profit of Rs. 50 Million (Rupees Fifty Million only) or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director

The Company has continued to meet the prescribed criteria for the Financial Year 2025-26, as in the previous Financial Year, as its net profitexceeds Rs. 50 million (Rupees Fifty Million). Your Company is committed to Corporate Social Responsibility (CSR) by promoting healthcare, including preventive healthcare.

The CSR Policy of the Company may be accessed on the Companys website at https://www.ventivehospitality. com/wp-content/uploads/2024/07/VHL CSR Policy- pdf The report on the CSR activities is appended at Annexure III to the Boards Report. The details relating to the composition, powers, roles, terms of reference etc. of CSR Committee forms part of the Corporate Governance Report, in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and Analysis Report for the year under review, as required under Regulation 34 read with Schedule V the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR2015), is forming part of this Annual Report.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance and has also implemented several best governance practices. A separate section on corporate governance forms part of this Annual Report and a certificate from the Practicing Company Secretary regarding compliance with the conditions of corporate governance as stipulated under the Listing Regulations attached herewith as Annexure VII.

The Chief executive officer and the Chief Financial Officer of the Company have certified to the Board on financial statements and other matters in accordance with Regulation 17 (8) of the Listing Regulations pertaining to CEO/CFO certificate for the financial year ended 31^st March 2026.The certificate received is attached herewith as Annexure VIII.

VIGIL MECHANISM AND WHISTLE BLOWER MECHANISM:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the company has established a vigil mechanism for Directors and Employees to report their concerns about unethical behaviour, genuine concerns, actual or suspected fraud or violation of the companys Code of Conduct.

The mechanism provides adequate safeguards against victimization of Directors and employees who avail the vigil mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee. The detailed disclosure of the Vigil Mechanism & Whistle Blower Policy is available at https://www.ventivehospitality.com/wp-content/ uploads/2024/07/VHL Whistle-Blower-Policy.pdf

COMPANY CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION (UPSl):

The Board of Directors has code of practices and procedures for fair disclosure of unpublished price sensitive information (UPSl) in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. Under this code the company lays down guidelines and procedures and principles to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation and includes all the amendments till date.

The policy has been formulated to regulate, monitor and ensure reporting of deals by Designated Persons and connected persons to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Code or Policy of the Company covering Code of Practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSl) is available on our website at https://www.ventivehospitalitv.com/ wp-content/uploads/2024/07/VHL UPSl C0DE.pdf

COMPLIANCE WITH THE CODE OF CONDUCT:

The Board has formulated a Code of Conduct for the Board Members and Senior Management of the Company, which has been posted on the website of the company. It is affirmed that all the Directors and Senior Management have complied with the Code of Conduct framed by the Company and confirmation from all the Directors, Key Managerial Personnel and Senior Management has been obtained in respect of the F.Y. 31^st March 2026. The Companys Code of Conduct is available on our website at https://www.ventivehospitality.com/wp-content/ uploads/2024/Q7/VHL.CODE-OF-CONDUCT.pdf

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company provides maternity benefits and related facilities to eligible employees in accordance with the applicable statutory requirements and is committed to ensuring a supportive and inclusive workenvironment for women employees.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has complied with the requirement of constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,2013 ("the Act") and Rules made there under. During the year, there were no complaints received by the Company under the Act. The Company has adopted a Anti Sexual Harassment policy which is available on the website of the Company at https:// www.ventivehospitality.com/wp-content/uploads/2024/07/ VHL Anti Sexual Harrasment Policy.pdf

Sr. No. Particulars	Details
1. Number of complaints of sexual harassment received in the year	Nil
2. Number of complaints disposed off during the year	Nil
3. Number of cases pending for more than ninety days	Nil

COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, applicable for power generation vertical of the Company and accordingly such accounts and records are made and maintained.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CERTIFICATE OF NONDISQUALIFICATION OF DIRECTORS:

Pursuant to Regulation 34(3) and Schedule V, Para C, Clause (10)(i) of SEBI (LODR) Regulations, 2015, Certificate of non-disqualification of Directors as on 31^st March 2026 has been received from Practicing Company Secretary and annexed with the Corporate Governance Report forming part of this Annual Report.

MATERIAL CHANGES & EVENTS AFTER BALANCE SHEET DATE:

There are no adverse material changes or commitments that occurred after the date of Balance Sheet which may affect the financial position of the Company or may require disclosure.

CAUTIONARY STATEMENT:

The Boards Report and Management Discussion & Analysis may contain certain statements describing the Companys objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Companys operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

APPRECIATION Sc ACKNOWLEDGEMENTS:

The Board wishes to place on record its gratitude for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and farmers, cane growers and finally to all its members for the trust and confidence reposed on the Company. The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their competence, dedication and contri bution towards the operations of the Company.

	For and on behalf of the Board of Directors
	Ventive Hospitality Limited
	(Formerly known as Ventive Hospitality Private Limited)
	Sd/-
	Atul Chordia
Date: 12th May 2026	(Chairman)
Place: Pune	DIN: 00054998