Ventive Hospitality Ltd Directors Report

Dear Shareholders,

The Board of Directors of Ventive Hospitality Limited ("The Company") is pleased to present its Twenty Fourth Annual Report of the Company highlighting the business and operations of the Company and the Audited Financial Statements for the financial year ended 31^st March 2025.

Financial Summary and Operational highlights:

The Companys financial performance during the financial year ended 31^st March 2025 compared to the previous financial year is summarized below:

(in Million)

Particulars	Standalone		Consolidated
	31st March 2025	31st March 2024	31st March 2025	31st March 2024
Total Income A	6289.28	4947.08	16725.28	4947.08
Total Expenses B	4142.88	2895.20	13567.75	2895.20
Profit Before Tax from continuing	2146.40	2051.88	3157.53	2051.88
Operations Before exceptional Items
and share of profit/(loss) of Joint
venture
(C= A B)
Share of loss of joint venture D	-	-	159.55	-
Exceptional Item E	61.09	-	-	-
Tax Expenses:
Current Tax	499.87	386.91	955.55	386.91
Tax in respect of earlier years	11.61	1.80	11.61	1.80
Deferred Tax Expense	236.78	-	319.00	-
Total Tax Expenses F	748.26	388.71	1286.16	388.71
Profit for the period from Operations	1337.05	1663.17	1650.73	1663.17
(G=C D E F)
Other comprehensive income to
be reclassified to profit and loss in
subsequent periods:
Exchange difference on translating	-	-	255.57	-
the financial statements of
foreign operations share of other
comprehensive income of joint venture
H
Other Comprehensive Income not to
be reclassified to profit and loss in
subsequent periods:
Other Comprehensive Income for the	3.51	3.65	5.87	3.65
year (net of tax) I
Total Comprehensive Income for the	1340.56	1666.82	1912.17	1666.82
year (J=G+H+I)
Earnings per equity share (Face Value	7.60	15.92	6.83	15.92
1/- per share) Basic and Diluted ()

OPERATING HIGHLIGHTS

The Companys financial performance for the year ended 31^st March 2025 is summarized below:

The Company achieved total income of 6,289.28 Million for the year ended 31^st March 2025 as against 4,947.08 Million for the previous year.

The EBITDA for the year under review stood at 3,640.59 Million as compared to 3,005.59 Million for the previous year, while the Net Profit stood at 1,337.05 Million as compared to

1,663.17 Million for the previous year.

Analysis of operating performance is covered under Management Discussion and Analysis which forms part of this Report.

MarketHighlights:FY2025wasayearofcontinuedmomentum for the global hospitality industry, with international tourism nearly recovering from the pandemic shock. According to the United Nations World Tourism Organisation UNWTO , international tourist arrivals reached approximately 95% of pre-pandemic levels in 2024, driven by strong demand in Asia-Pacific and the Middle East. Travel to premium destinations surged, with luxury and long-stay travel segments recording robust growth, particularly relevant to resort markets like the Maldives, where Ventive has a strong presence.

In India, the sector maintained its growth trajectory. As per ICRA estimates, occupancy in premium hotels averaged 70–72% during FY 2025, with Average Room Rates ARRs) increasing to approximately 7,800–8,000, reflecting healthy domestic travel demand and increased business-related movement. Metro cities such as Mumbai, NCR, Bengaluru, and Pune witnessed strong transient and MICE-driven bookings, while wedding and festive travel further contributed to high occupancy and yield.

Internationally, the Maldives remained a top-performing destination, with over 1.4 Million tourist arrivals in 2024 and near-complete recovery to 99% of pre-pandemic levels, according to the UNWTO. Resorts in the luxury segment, including our properties—Conrad, Anantara, and Raaya by Atmosphere—benefited from high-spending travellers and favourable supply dynamics. A study by Horwath HTL notes that luxury supply growth in the Maldives is expected to moderate, with a CAGR of 5.4% between 2024 and 2026, compared to 8.5% between 2015 and 2024, reinforcing rate strength and occupancy resilience.

Looking ahead, the global tourism sector is projected to grow by 3–5% in 2025, according to UNWTOs January 2025 outlook, assuming macroeconomic stability and containment of geopolitical risks. Indias economic fundamentals remain supportive, with GDP growth projected at 6.5–6.7% for FY2026 ADB and RBI forecasts), alongside expanding air connectivity and infrastructure upgrades. With a well-diversified luxury and upper-upscale portfolio across India and the Maldives, Ventive Hospitality is strongly positioned to benefit from sustained travel demand and evolving guest preferences across leisure, business, and experiential segments.

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

INITIAL PUBLIC OFFER

Company successfully completed its Initial Public Offer IPO in 2024, raising 16,000 Million which was subsequently listed on both BSE Limited BSE and the National Stock Exchange of India Limited NSE . This process was conducted with adequate internal controls and processes in place, providing reasonable assurance regarding the reliability of the financial statements and reporting related to the IPO. The allocation and utilization of IPO proceeds have been strategically managed through various policies and procedures, ensuring optimal use for debt repayment as per Prospectus.

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

There are no significant, material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operations.

ALTERATION OF MEMORANDUM OF

ASSOCIATION AND ARTICLES OF ASSOCIATION

During the year under review the Memorandum of Association and Articles of Association were altered at different occasions details of which are as given below.

Alteration of Memorandum of Association:-

[a] Increase in Authorised Share Capital of the Company from 200,000,000/- (Rupees Two Hundred Million only) divided into 20,000,000 (Twenty Million) equity shares of 10/- (Rupees Ten Only) each to 600,000,000/- (Rupees Six Hundred Million only) divided into 60,000,000 (Sixty Million) equity shares of 10/- (Rupees Ten Only) each vide resolution passed in the Extra-Ordinary General Meeting EOGM held on 10^th May, 2024.

[b] Change in name of the Company from ICC Realty (India) Private Limited to Ventive Hospitality Private Limited vide resolution passed in the Extra-Ordinary General Meeting EOGM held on 7^th June, 2024.

[c] Sub-division of equity shares such that each equity share having face value of 10/- (Rupees Ten) each be sub divided into equity Share having face value of 1/- (Rupees One) each vide resolution passed in the ExtraOrdinary General Meeting EOGM held on 12^th July, 2024.

[d] Change in name of the Company pursuant to Conversion from Private Limited to Public Limited as from Ventive Hospitality Private Limited to Ventive Hospitality Limited vide resolution passed in the Extra-Ordinary General Meeting EOGM held on 8^th August, 2024.

Alteration of Articles of Association: -

[e] Change in name of the Company from ICC Realty (India) Private Limited to Ventive Hospitality Private Limited vide resolution passed at the Extra-Ordinary General Meeting EOGM held on 7^th June, 2024.

[f] Sub-division of equity shares such that each equity share having face value of 10/- (Rupees Ten) each be sub divided into equity share having face value of 1/- (Rupee One) each vide resolution passed at the ExtraOrdinary General Meeting EOGM held on 12^th July, 2024.

[g] Adoption of the amended and restated articles of association, and for the repeal and substitution of the existing articles of association of the Company with the restated articles vide resolution passed at the ExtraOrdinary General Meeting EOGM held on 5^th August, 2024.

[h] Change in name of the Company pursuant to the Conversion from Private Limited to Public Limited as from Ventive Hospitality Private Limited to Ventive Hospitality Limited vide resolution passed at the Extra-Ordinary General Meeting EOGM held on 8^th August, 2024.

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

As the Company was listed recently, and all share application monies from the Initial Public Offering IPO have been duly refunded or settled, 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 & DIVIDEND DISTRIBUTION POLICY

To retain the profits for future growth of the Company, your Directors do not recommend any dividend for the year ending on 31^st March 2025. As per Regulation 43A of 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.ventivehospitality.com/corporate-governance-policies/

TRANSFER TO RESERVES

During the year under review, for the Financial Year 2024-25, your Company has not transferred any amount to General Reserve. An amount of 1337.05 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, the Authorised Share Capital of the Company has been increased from 200,000,000/- (Rupees Two Hundred Million only) to 600,000,000/- (Rupees Six Hundred Million only) by passing ordinary resolution at Extra-Ordinary General Meeting EOGM held on 10^th May 2024. Further, the sub-division of face value of equity shares from 10/- to face value of 1/- per share was approved by passing an Ordinary Resolution at the Extra-Ordinary General Meeting held on 12^th July, 2024.

Hence, the authorised share capital of the Company as on 31^st March 2025 is 600,000,000/- (Rupees Six Hundred Million only) divided into 600,000,000 (Six Hundred Million) equity Shares of 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 2025 is 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 1/- each.

C) ISSUE OF BONUS SHARES

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

D) BUY BACK OF SHARES

During the year under review, the Company has not conducted buyback of shares of the Company.

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 stock option, nor sweat equity.

G) RIGHT ISSUE OF SHARES

During the year under review, the Company has issued and allotted 80,753,110 (Eighty Million seven hundred fifty-three thousand one hundred ten) equity shares of 1/- each at a premium of 143.90/- per share aggregating to an amount of 11,701,125,639/-(Rupees Eleven billion seven hundred one Million one hundred twenty-five thousand six hundred thirty-nine only) on Right Basis.

H) PRIVATE PLACEMENT

During the year under review, the Company has issued and allotted 23,465,150 (Twenty-three Million four hundred sixty-five thousand one hundred and fifty) equity shares to BREP Asia III India Holding Co VI Pte. Ltd. of 1/- each at a premium of 616.90/- each aggregating to amount of 14,499,116,185/-(Rupees fourteen billion four hundred ninety-nine Million one hundred sixteen thousand one hundred eighty-five only) on private placement basis.

I) DEBT

During the year under review, the Company has issued and allotted 51,100 debentures of face value at 1,00,000/- (Rupees One Lakh) each to an amount of 5,110,000,000/-(Five Billion One Hundred Ten Million Only) to identified investors on a private placement basis which were subsequently redeemed on 08^th January 2025.

DEPOSITS

During the year under review, your Company has not accepted any deposits from public within the provisions of Chapter V of the Companies Act, 2013 (the "Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The list of Subsidiaries, Joint Ventures or Associate Company of the Company is as given below.

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	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 & L Beach Private Limited	Material Subsidiary
11 Maldives Property Holdings Private Limited	Material Subsidiary

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 the subsidiary of the Company in the prescribed Form AOC-1 is annexed as the Annexure -I to this Boards report. The Company does not have any associate or joint venture company as of 31^st March 2025.

PERFORMANCE OF MATERIAL SUBSIDIARIES AMOUNT IN RS MILLION

Particulars	SS & L Beach Private Limited	Maldives Property Holdings Private Limited	Panchshil Corporate Private Limited
Income
Revenue from operations	3,057.36	2,604.57	2,679.40
Other income	0.22	-	226.40
Total income	3,057.58	2,604.57	2,905.80
Expenses
Cost of food, beverages and other	327.46	228.75	146.25
operating supplies
Employee benefits expense	525.76	585.65	177.95
Other expenses	1,031.19	963.60	485.05
Finance costs	789.23	858.22	278.18
Depreciation and amortisation expense	469.12	556.60	460.07
Total expenses	3,142.76	3,192.82	1,547.50
Profit/(loss) before tax	85.18	588.25	1,358.30
Tax expenses:
Current tax	30.62	-	303.36
Tax in respect of earlier years	-	-	-
Deferred tax	-	-	43.87
Total tax expenses	30.62	-	347.23
Profit/(loss) included in the	115.80	588.25	1,011.07
consolidated financial statements
of the Group before consolidation
adjustments
Other comprehensive income
Other comprehensive income to
be reclassified to profit or loss in
subsequent periods:
Exchange differences on translating	65.80	70.79	-
the financial statements of foreign
operations
Other comprehensive income not
to be reclassified to profit or loss in
subsequent periods:
Re-measurement (losses)/gains on	-	-	2.14
defined benefit plans
Deferred tax effect	-	-	0.83
Other comprehensive income for the	65.80	70.79	1.31
year, net of tax
Total comprehensive income for the	181.60	659.04	1,012.38
year, net of tax

Notes:

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

• Figures for Maldives Property Holdings Private Limited and SS&L Beach Private Limited 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 Accountant, Firm Registration No. 324982E/E300003, were appointed as Statutory Auditors of the Company for a term of 5, 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.

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:

We acknowledge the auditors observation regarding the lack of daily backups for financial data for the year ended March 31, 2025, specifically related to third-party hotel software managed by Hotel Operators. Recognizing the importance of data integrity and compliance with Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, We are committed to strengthening our IT controls and ensuring full compliance with statutory requirements moving forward.

2. In respect of the auditors qualification related to the audit trail, the details are described in Note 46 of the standalone financial statements and Note 47 of the consolidated financial statements:

The Company and its domestic subsidiaries utilize accounting software for maintaining books of account. We are in the process of enabling audit trail (edit log) at the application level for all relevant transactions, ensuring it operates throughout the year.

Regarding third-party software service providers, observations on audit trails will be included in their Service Organisation Controls SOC reports. To ensure compliance and thorough review, we are engaging an external consultant to assess audit trail requirements for both our in-house and third-party software, which will be activated subsequently.

Additionally, we acknowledge the preservation of prior-year audit trails as per statutory requirements, except for one software used in the hotel business for the year ended March 31, 2024, as mentioned in Note 46 to the financial statements. We will ensure adherence to record retention requirements moving forward.

3. In respect of the auditors qualifications in the standalone and consolidated financial statements related to the

Companys lack of appropriate Information Technology General Controls ITGCs) over the application software, specifically concerning the management of program changes and access, which could potentially result in misstatements in the relevant account captions of the financial statements.

We acknowledge the observation regarding the need for enhanced Information Technology General Controls ITGCs) related to program changes and access management for application software. To address this, we are actively strengthening our ITGCs which includes:

- Engaging third-party consultants to review, document, and enhance ITGC controls across all business segments.

- Implementing robust controls to ensure data integrity and prevent potential misstatements in financial statements.

We are committed to ensuring the effectiveness of our ITGCs and maintaining the highest standards of data security and compliance.

4. 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.

We acknowledge the auditors qualification. The Company has been actively monitoring the status of these loans. The loan agreements do not specify a fixed schedule for repayment of principal and interest, as the loans are structured to be repayable on demand.

The Company continues to assess the creditworthiness of the borrowers and, accordingly, the management considers these loans to be fully recoverable.

5. With respect to the qualification in the auditors report on the standalone and consolidated financial statements, the auditors were unable to obtain the internal audit reports of the Company and, hence the internal audit reports have not been considered by them.

We acknowledge the observation made by the auditors regarding the non-submission of the internal audit report for the financial year ended March 31, 2025.

The delay in furnishing the report was due to unforeseen operational constraints.

However, the internal audit was duly conducted, and the final report is awaited.

We wish to affirm our commitment to maintaining transparency and strengthening internal controls. Corrective steps have been taken to ensure timely submission of internal audit documentation in the future, including implementation of stricter compliance timelines and improved coordination with internal auditors.

Management remains confident that the overall internal control environment of the Company remains sound and is committed to continuous improvement in governance processes.

AUDITORS REPORT

The Audit Reports dated 12^th May 2025 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 2024-25 are a part of Annual Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at its meeting held on 5^th September 2024 appointed M/s. Mehta & Mehta, Practicing Company Secretaries ICSI Unique Code: P1996MH007500 , to conduct the Secretarial Audit for the financial year 2024–25. The Secretarial Audit Report for the financial year ended 31^st March 2025 is annexed herewith as Annexure III to this Report.

There are no qualifications, reservations, or adverse remarks made by the Secretarial Auditor in the said report. During FY 2024–25, the Secretarial Auditors did not report any instances under Section 143 12 of the Act, and therefore, disclosure of details under Section 134 3 (ca) of the Act is not applicable.

Further, in terms of Regulation 24A of the Listing Regulations, the Secretarial Audit Report of the unlisted material subsidiaries, provided in Form No. MR-3 by the practicing company secretary, forms part of the Directors Report as an annexure.

Additionally, pursuant to Section 204 of the Act and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, at its meeting held on 12^th May 2025, based on the recommendation of the Audit Committee, has considered and approved the appointment of SVD & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for the financial years 2025–26 to 2029–30. This appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting. The remuneration shall be as mutually agreed upon between the Board and the Secretarial Auditors from time to time.

M/s. SVD & Associates have confirmed that they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

For further details on the proposed appointment of the Secretarial Auditors, please refer to the Notice of the AGM.

INTERNAL AUDITORS :

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014 the Board of Directors at its meeting held on 18^th April 2024 appointed M/S KPMG Assurance and Consulting Services LLP, Chartered Accountants LLP Registration No.: AAT-0367 , as Internal Auditor of the Company, to conduct internal audit and to issue report thereon from financial year 2024-2025 to review internal controls and operating systems and procedures as per the scope of the audit.

REPORTING OF FRAUDS BY AUDITORS :

During the year under review, the Auditors of the Company have not reported any fraud as specified under Section 143 12 of the Act to the Audit Committee, and therefore disclosure of details under Section 134 3 (ca) of the Act is not applicable.

BOARD OF DIRECTORS

Pursuant to the provisions of Section 152 of the Act read with the Rules made thereunder and the Articles of Association of the Company, Mr. Nipun Sahni DIN 01447756 , Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. The Board of Directors recommends his reappointment at the forthcoming Annual General Meeting.

A Brief resume, nature of expertise, disclosure of relationship between Directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the AGM.

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

Sr. No.	Name of the Director	Date of Appointment/ Resignation	Designation	Appointment/Resignation/ Change in Designation
1	Mr. Srejan Goyal	29th July 2024	Additional Director	Appointment
2	Ms. Simran Saluja	5th August 2024	Company Secretary	Resignation
3	Mr. Pradip Bhatambrekar	6th August 2024	Company Secretary	Appointment
4	Mr. Atul Chordia	27th August 2024	Executive Director	Change in designation
5	Mr. Tuhin Parikh	5th September 2024	Additional Director	Appointment
6	Mr. Thilan Wijesinghe	5th September 2024	Additional Director	Appointment
7	Mrs. Punita Kumar-Sinha	5th September 2024	Additional Director	Appointment
8	Mr. Nipun Sahani	5th September 2024	Additional Director	Appointment
9	Mr. Bharat Khanna	5th September 2024	Additional Director	Appointment
10	Mr. Srejan Goyal	5th September 2024	Additional Director	Resignation
11	Ms. Resham Chordia	5th September 2024	Director	Resignation
12	Mr. Ranjit Batra	2nd September 2024	Chief Executive Officer	Appointment
13	Mr. Paresh Bafna	2nd September 2024	Chief Financial Officer	Appointment
14	Mr. Atul Chordia	5th September 2024	Executive Director and	Change in designation
			Chairman
15	Mrs. Punita Kumar-Sinha	5th September 2024	Independent Non-Executive	Change in designation
			Director
16	Mr. Thilan Wijesinghe	5th September 2024	Independent Non-Executive	Change in designation
			Director
17	Mr. Bharat Khanna	5th September 2024	Independent Non-Executive	Change in designation
			Director
18	Mr. Tuhin Parikh	5th September 2024	Non-Independent Non-	Change in designation
			Executive
19	Mr. Nipun Sahani	5th September 2024	Non-Independent Non-	Change in designation
			Executive

The Board of Directors and Key Managerial Personnel, as on 31^st March 2025 consist of:

Sl. No.	Name of Directors/ Key Managerial Personnel	Designation	Relationship
1	Mr. Atul Chordia	Chairman, Non Independent-Executive	NA
		Director
2	Mrs. Punita Kumar-Sinha	Independent- Non-executive Director	NA
3	Mr. Tuhin Arvind Parikh	Non independent- Non- Executive Director	NA
4	Mr. Nipun Sahni	Non independent- Non- Executive Director	NA
5	Mr. Thilan Wijesinghe	Independent- Non-executive Director	NA
6	Mr. Bharat Khanna	Independent- Non-executive Director	NA
7	Mr. Paresh Bafna	Chief Financial Officer	NA
8	Mr. Ranjit Batra	Chief Executive Officer	NA
9	Mr. Pradip Bhatambrekar	Company Secretary & Compliance Officer	NA

NUMBER OF MEETINGS OF BOARD

During the year under review, 24 board meetings were conducted. Details of the meetings held and Directors attendance form part of the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act.

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 2025 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 provided an integrated report for the financial year under review, which encompasses both . financial and non-financial information and stakeholders relationships to enable well-informed decisions and a better understanding of Companys value creation model.

COMMITTEES OF THE BOARD

The Board currently has six Committees, namely

• Audit Committee,

• Stakeholders Relationship Committee,

• Corporate Social Responsibility Committee,

• Nomination and Remuneration Committee,

• Risk Management Committee and

• Investment Committee.

The terms of reference of the Board Committees are in compliance with the provisions of the Companies Act, 2013, SEBI LODR Regulations and are also reviewed by the Board from time to time. The details including the composition of the Committees, including attendance at the meetings and terms of reference are included in the Corporate Governance Report, which forms a part of the Annual Report.

.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors intends to undertake the evaluation of its own performance, the performance of its Committees, and of all individual Directors based on various parameters such as roles, responsibilities, and obligations of the Board, effectiveness of its functioning, the contribution of Directors at meetings, and the functioning of its Committees. Given that the Company has been listed recently, this evaluation process will be carried out during the financial year 2025-26.

The meeting of Independent Directors of the Company was held on 16^th December 2024 for recommendation of price band based on justification factors w.r.t IPO. The Board hereby confirms that the Company has received necessary declaration from each of the Independent Directors under Section 149 7 of the Companies Act, 2013, that he / she meets the criteria of Independence laid down in Section 149 6 of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

The Company has devised a policy naming (Nomination

& Remuneration Policy) for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes the criteria and process for the performance evaluation of the Executive/ Non-executive Directors and Committees and the Board as a whole. The policy is uploaded on the website of the company at https://www. ventivehospitality.com/wp-content/uploads/2024/07/2. VHL Nomination and-Remuneration Policy.pdf

FAMILARISATION PROGRAMME

The Company regularly provides orientation and business overview to its Directors by way of detailed representation by various business and functional heads. The Board members are also provided with relevant documents, reports, and internal policies to facilitate familarisation with the Companys practices and procedures, from time to time.

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 Act and the Listing Regulations;

II. They are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or 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

& Remuneration Committee, framed a Nomination and Remuneration policy namely "Nomination and Remuneration Policy" in line with the requirement of Section 178 of the Companies Act, 2013 and Rules made thereunder and Regulation 19 read with Part D, Schedule II of SEBI Listing Regulations, 2015. The policy inter alia provides the procedure for selection, appointment and remuneration of Directors and Key Managerial Personnel, including 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 in operation for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis. The Board believes 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 Act, 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 IV. 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@ventivehospitality.com

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Since the Companys market capitalization ranking falls within top 1000 listed entities as of 31^st December, 2024, the BRSR reporting (disclosure) in Annual report will be applicable for F.Y. ending 2025-26 i.e., 31^st March 2026.

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

Information as per the Companies Act, 2013 and the rules framed thereunder relating to conservation of energy, technology absorption, foreign exchange earnings, outgo forms part of this Report and is annexed hereto as

Annexure V.

DISCLOSURES/REPORTING ANNUAL RETURN

Pursuant to Section 134 3 (a) of the Act, the draft Annual Return of the Company for FY 2024-25 is available on the website of the Company at https://www.ventivehospitality. com/ in accordance with Section 92 3 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014.

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/2024/07/19. 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 Contracts/ arrangements entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis hence form AOC-2 is not applicable to the Company.

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 business 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, which 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. 2024-25.

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 was 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 regards to loans, investments, guarantees and securities details of Loans given, guarantee and security provided in connection with loan and investments made by your company are given in Note No 7 and Note No.9 of the standalone financial statements.

CORPORATE SOCIAL RESPONSIBILITY

Every company having net worth of 5,000 Million (Rupees Five Thousand Million only) or more, or turnover of 10,000 Million (Rupees Ten Thousand Million only) or more or a net profit of 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 met these criteria for the financial year 2024-25 year also similarly as previous Financial Year as the net profit of the company exceeds 50 Million (Rupees Fifty Million). Your Company is committed to Corporate Social Responsibility CSR by Promoting health care including preventive health care.

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 II 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 LODR 2015 , 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 Regulation attached herewith as Annexure VI. 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 2025.The certificate received is attached herewith as

Annexure VII.

LISTING AND LISTING FEES

The Company has listed its shares on the BSE Limited BSE and National Stock Exchange of India Limited NSE with effect from 30^th December, 2024, vide BSE & NSE letter dated 27^th December, 2024.

The Company affirms that the annual listing fees for the year 2024-25 to The Bombay Stock Exchange Limited BSE and National Stock Exchange of India Limited NSE has been duly paid. As on date there are no outstanding dues.

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 UPSI :

The Board of Directors has a code of practices and procedures for fair disclosure of unpublished price sensitive information UPSI in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 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 UPSI is available on our website at https://www. ventivehospitality.com/wp-content/uploads/2024/07/1.-VHL Insider Trading Policy.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 2025. The Companys Code of Conduct is available on our website at https://www.ventivehospitality. com/wp-content/uploads/2024/07/VHL.CODE OF-CONDUCT.pdf

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

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 to the power generation 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 NON DISQUALIFICATION OF DIRECTORS :

Pursuant to Regulation 34 3 and Schedule V, Para C, Clause 10 (i) of SEBI LODR Regulations,2015, the Certificate of Non-Disqualification of Non-Disqualification of Directors as on 31^st March 2025 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 & 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, farmers, and finally to all its members for the trust and confidence reposed in 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 contribution towards the operations of the Company.

	For and on behalf of the Board
	For Ventive Hospitality Limited
	Sd/-
	Atul Chordia
	(Chairman)
	DIN 00054998
Date: 12th May, 2025
Place: Pune