Vikram Kamats Hospitality Ltd Directors Report

To,

The Members,

Vikram Kamats Hospitality Limited (Formely Known as Vidli Restaurants Limited)

Dear Members,

The Board of Directors are pleased to present the 19^th Annual Report together with the Audited Standalone and Consolidated Financial Statements of the Company for the year ended 31^st March, 2026.

FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE:

The financial summary for the year under review is as below:

(Amount in Lakhs)

Particulars	Year ended March 31, 2026		Year ended March 31, 2025
	Standalone	Consolidated	Standalone	Consolidated
Total Income	3,172.79	5,775.73	2,389.80	4,031.71
Total Expenses (excluding Interest, Depreciation & Taxation)	2,464.10	4,327.81	2,046.00	3,190.94
Profit Before Interest, Depreciation & Taxation	708.69	1,447.92	343.80	840.77
Less: Interest and Finance Charges (net)	139.61	359.54	71.71	219.29
Less: Depreciation	267.90	834.60	191.54	519.53
Profit Before share of profit (loss) of associates and tax	301.17	253.78	80.55	101.95
Share of profit (loss) from associates using Equity method	-	-	-	(0.50)
Profit before Exceptional Items and Tax	301.17	253.78	80.55	101.45
Exceptional Items - income / (expense)	(3.44)		-	-
Profit Before Tax	297.73	98.47	80.55	101.45
Add / (Less): Provision for current tax	93.28	136.43	16.62	62.02
Add / (Less) : Deferred tax	(15.81)	(56.78)	12.63	(16.52)
Add / (Less) : Mat Credit	-	-	(8.49)	(8.49)
Add / (Less): Short/(excess) provision for current tax/deferred tax (net)	5.88	4.36	(0.81)	(2.29)
Profit After Tax	214.38	14.46	60.60	66.73
Other Comprehensive Income/(Loss) (net of taxes)	(1.25)	(119)	1.64	2.62
Total Comprehensive Income/(Loss) for the year	213.13	13.27	62.24	69.35
Attributable to
Shareholders of the Company	-	12.33	-	62.74
Non-controlling interest	-	0.94	-	6.61

STATE OF THE COMPANYS AFFAIRS:

Standalone:

During the year under review, your Company has registered total income of Rs. 3,172.79 Lakhs as compared to Rs. 2,389.80 Lakhs in the previous year i.e. an increase of 32.76% over the previous year. Further, the Company has earned profit before tax of Rs. 297.73 Lakhs as compared to Rs. 80.55 Lakhs in the previous year i.e. an increase of 269.62% over the previous year.

Consolidated:

During the year under review, your Company has registered total income of Rs. 5,775.73 Lakhs as compared to Rs. 4,031.71 Lakhs in the previous year i.e. an increase of 43.26% over the previous year. Further, the Company has earned profit before tax of Rs. 98.47 Lakhs as compared to Rs 101.45 Lakhs in the previous year i.e. a decrease by 2.94 % over the previous year. Profit before tax was registered low due to initial operating cost of new outlets.

The Company is in the business of hospitality, food products and allied activities.

• Our Company runs a chain of restaurants serving hygienic standardized food items in a quick serve format at various outlets on national highways, state highways and cities. The business model of the Company is to develop the operating systems and grant the franchisee under Trade Marks to chain of restaurants serving standardized food items who operate in the format of Dine- in and Kiosks. Currently, franchisee for Trade Mark “ Vithal Kamats /Kamats”, ‘Urban Dhaba

- The Rich Taste of Punjab - having Punjabi dhaba theme serving Indian, North Indian, veg and non-veg food with live music and live bar; ‘Pepper Fry Veg Multi-Cuisine Kitchen - by Kamats

- a multi-cuisine restaurant are been granted. The Company does not own the brands Vithal Kamats, Kamats and other brands and has licensed the same from its respective owners.

The Company operates four outlets under the brand ‘Kamats Legacy with premium dining space having variety of South Indian dishes from all Southern states of India which are situated at Nariman Point (Mumbai), Vashi (Navi Mumbai), Malad (Mumbai) and Mira Road (Thane).

As on March 31, 2026, the following are the details of outlets in operation:

Sr. No.	Name of Trade Mark	Number of outlets
1	Vithal Kamats / Kamats	23
2	‘Kamats Legacy with premium dining South Indian	4
3	Urban Dhaba - The Rich Taste of Punjab	2
4	Pepper Fry Veg Multi-Cuisine Kitchen -by Kamats	1

• The Company had entered in an arrangement with Kamats Worldwide Food Services Private Limited pursuant to which the Company operates, runs and manages Kamats Silvassa Hotel, a 4 Star Hotel of Kamats Worldwide Food Services Private Limited and its restaurant units situated at Silvassa.

During the current financial year, the Company successfully developed and commenced full commercial operations for a total of 99 guest rooms by adding more rooms to the existing 75 rooms at the Silvassa property. Management plans to evaluate further development and expansion of additional rooms at this location in the future, contingent upon market suitability, demand, and operational viability.

• Kamats Hospitality Academy of Skill (KHAS) is the initiative of the Company to address the concern of skilled labour and provide appropriate training and jobs to the youth in the sector of Hospitality. It allows the youth coming from all walks of life to achieve the right education and start earning while they are still learning and thereafter be employed.

• The Company has acquired on long-term lease basis Shop Nos. 7, 8, 17, 20, and 21 at Bhandup, Mumbai. The, refurbishment and interior fit-outs in the combined said premises is successfully completed. The said premises will be used to operate a premium dining establishment under the brand Urban Dhaba (Urban Bar) Restaurants. expected to commence by July, 2026

• The Companys subsidiary, Vitizen Hotels Limited, has commenced full-scale construction and development work at its ~100-room hotel property located at Kavi Khabardar Marg, Main Road, Near Jetti, Nani Daman. Construction and fit-out activities are currently in full swing, with the project on track to commence operations in the coming financial year. Upon becoming operational, this property is expected to contribute significantly to the Companys consolidated business revenue and market presence in the region.

During the year under review, there has been no change in the nature of the business of the Company.

Further, there were no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

There is no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

DIVIDEND

In order to conserve the resources of the Company and for long term requirements of funds, the Board of Directors has not recommended any dividend for the financial year March 31, 2026.

TRANSFER TO RESERVES

Your Board does not propose to transfer any amount to reserves during the Financial Year 2025-26 except for carrying forward of profits after tax to its respective reserve.

RISK MANAGEMENT AND INTERNAL CONTROL

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner.

The Board of the Company at regular intervals monitors the financial, operational, legal risk to the Company. There is no risk, which, in the opinion of the Board, may threaten the existence of the Company.

The internal financial controls are adequate and are monitored at regular intervals.

DEPOSITS

There was no deposit accepted by the Company within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made there under at the beginning of the year. The Company has not invited or accepted deposit during the year and there was no deposit which remained unpaid or unclaimed at the end of the financial year.

SHARE CAPITAL:

PREFERENTIAL ISSUE OF WARRANTS

1) The Company had, on 16th October, 2024 , issued 19,12,163 warrants entitling to apply for and get allotted one equity share of the face value of Rs. 10/- (Rupees Ten) each fully paid-up against every Warrant held, within 18 (Eighteen) months from the date of allotment of Warrants at a price of Rs. 74/- per underlying equity share / Warrant. Rs. 22.20/- i.e 30% per warrant was paid at time of application.

On, 25 th April, 2025, 25th July, 2025, 8th August, 2025 and 2nd March, 2026 subsequent to receipt of the balance 70% of the warrant issue price @ ? 51.80/- per warrant, 86,541, 2,43,243, 2,83,784 and 1,54,000 warrants were converted and 86,541, 2,43,243, 2,83,784 and 1,54,000 Equity Shares respectively of face value of Rs. 10/- each were allotted.

Further as on 8th April, 2026 and 15th April, 2026 subsequent to receipt of the balance 70% of the warrant issue price @ ? 51.80/- per warrant for 1,44,000 and 7,65,325 were converted into 1,44,000 and 7,65,325 equity shares. 45,270 Warrants held by one non-promoter entity remained pending for conversion within the stipulated time which got lapsed and the upfront subscription amount of ?10,04,994/- (being 30% of the issue price) received at the time of allotment by the Company stands forfeited.

2) The Company had, issued fully paid up 13,60,000 Equity Shares of Rs. 10/- each on 30th October, 2025 at a price of Rs. 75/- per equity share on preferential issue.

The issued, subscribed and paid up share capital of the Company as on 31st March, 2026 is Rs. 17,28,98,650/- (Rupees Seventeen Crores Twenty Eight Lakhs Ninety Eight Thousand Six Hundred and Fifty only) divided into 1,72,89,865 (One Crore Seventy Two Lakhs Eighty Nine Thousand Eight Hundred Sixty Five) Equity Shares of ? 10/- (Rupees Ten only) each. The Authorised Share Capital of the Company is Rs. 20,00,00,000 /- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of ? 10/- (Rupees Ten only) each.

USE OF PROCEEDS

The proceeds generated from the issue of warrants / converted equity shares are being utilized for the purpose for which they were raised and disclosed in offer documents and there is no deviation in the utilization of proceeds.

SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

As on 31^st March, 2026, the Company did not have any joint venture/associate company and has one subsidiary, namely, Vitizen Hotels Limited.

As per Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on the performance and financial position of the subsidiary included in the consolidated financial statement and is provided in Form AOC-1 annexed to the Financial Statement of the Company and not repeated here.

The Board has reviewed the affairs of its subsidiary. In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company containing therein the audited standalone and consolidated financial statements and the audited financial statement of the subsidiary has been placed on the website of the Company at https://www.kamatsindia.com/annual-report-kamats-

restaurant .The hard copy of the aforesaid documents will be provided to the interested member upon receipt of request for the same by the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Dr. Vikram V. Kamat retires by rotation at this Annual General Meeting, and being eligible, offers himself for reappointment. The Board of Directors recommend the reappointment of Dr. Vikram V. Kamat. Brief details of Dr. Vikram V. Kamat are given in the Annexure II of the Notice of this AGM.

During the period under review there is no change in Directors and Key Managerial Personnel of the Company.

COMPOSITION OF BOARD AND STATUTORY COMMITTEES

Board of Directors as on 31^st March, 2026:

Sr. No. Name	Nature of Directorship
1. Ms. Nanette Dsa	Chairperson and Non-Executive Independent Director
2. Dr. Vikram V. Kamat	Managing Director
3. Dr. Vidhi V. Kamat	Non-Executive Director
4. Mr. Ammin U. Rajqotwala	Non-Executive Independent Director
5. Ms. Meghna Vihang Makda	Non-Executive Independent Director

 

Audit Committee as on 31st March. 2026:
Sr. No. Name	Status in Committee
1. Ms. Nanette Dsa	Chairperson
2. Mr. Ammin U. Rajqotwala	Member
3. Ms. Meghna Vihang Makda	Member

 

Nomination and Remuneration Committee as on 31st March, 2026:
Sr. No. Name	Status in Committee
1. Mr. Ammin U. Rajqotwala	Chairman
2. Ms. Nanette Dsa	Member
3. Ms. Meghna Vihang Makda	Member

 

Stake Holders Relationship Committee as on 31st March, 2026:
Sr. No. Name	Status in Committee
1. Mr. Ammin U. Rajqotwala	Chairman
2. Dr. Vikram V. Kamat	Member
3. Ms. Nanette Dsa	Member
4. Dr. Vidhi V. Kamat	Member

 

Boards Sub-Committee as on 31st March, 2026:
Sr. No. Name	Status in Committee
1. Dr. Vikram V. Kamat	Chairman
2. Dr. Vidhi V. Kamat	Member

 

Allotment Committee as on 31st March, 2026:
Sr. No. Name	Status in Committee
1. Dr. Vikram V. Kamat	Chairman
2. Dr. Vidhi V. Kamat	Member

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2025-2026, 4 (Four) meetings of the Board of Directors were held on 28^th May, 2025, 14^th August, 2025, 11^th November, 2025 and 10^th February, 2026.

The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report and not repeated here. The intervening time gap between two consecutive Meetings of the Board was within the limit prescribed under the Companies Act, 2013, i.e., the same was not exceeding 120 (One Hundred and Twenty) days.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaration from Ms. Nanette Dsa, Mr. Ammin U. Rajqotwala and Ms. Meghna Vihang Makda, Independent Directors of the Company as required under Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013; that they will abide by the provisions specified in Schedule IV to the Companies Act, 2013 and that their names are registered in the data bank as per Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. The Board has taken on record the declarations so received from Ms. Nanette Dsa, Mr. Ammin U. Rajqotwala, and Ms. Meghna Vihang Makda.

BOARD EVALUATION

The formal evaluation of the Board as whole, Independent and Non-Independent Directors of the Company was done at the respective meetings of Independent Directors and the Board of Directors each held on 10th February, 2026.

The performance of Non-Executive Independent Directors, including Chairperson was evaluated on the criteria like endeavour to understand the nature and role of independent director, rendering advice to management, providing recommendations professionally as per domain knowledge and experience, heading the Committees constituted by the Board, attendance and participations in the meetings, raising of concerns to the Board, safeguard of confidential information and independence, rendering unbiased opinion and resolution of issues at meetings, adherence to the applicable code of conduct for independent directors. The Chairperson was additionally evaluated on managing relationships with fellow Board members and senior management and other related factors. The same was found to be satisfactory.

The Non-Independent Directors were evaluated at a separate meeting of Independent Directors in which factors like appropriate guidance to the departmental heads of the Company such as Marketing, sales, HR and operations, understanding of the business, financial realities, decision making, views on the governance, financial discipline and other practices, objective assessment on the plans framed by the executive team and role in formulating and overseeing the corporate strategy discharge of the duties and responsibilities entrusted, initiative with respect to various areas and for expansion, expertise towards the operational, strategy and statutory affairs, risk management and mitigation, commitment and maintaining desirable/ approachable relationship with Board, management team, regulators, bankers, industry representatives and other stakeholders, integrity and to ensure the financial compliances and working of the Company were assessed. The same was found to be satisfactory.

Factors like Board structure/ composition with experience, qualifications and a proper mix of competencies to conduct its affairs effectively, diversity in terms of gender/background/ competence/experience and interaction of Committee with the Board, approach of Board toward unforeseen situation, frequency of meeting, agenda, logistics, relevant information, time allotted, discussion and decision on agenda items, inputs from the Board members, circulation of minutes and incorporation of suggestion thereon, communication with the management team, company employees and others, helpful feedback to management on its requirements, monitoring of policies, transparency and quality, quantity, and timeliness of the information provided, risk management, emphasis on corporate governance, initiatives taken to ensure regulatory compliances were considered for evaluation of the Board. The same was found to be satisfactory.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company constantly endeavours to familiarize its Independent Directors on the functioning of the Company, so that they are aware of the functions of the Company and their expertise can be utilized for the betterment of the Company. In this view the Company has conducted Familiarization Programmes to familiarize the Independent Directors of the Company. Details of the same are disclosed on the website of the Company and the web link of the same is https://www.kamatsindia.com/investors/familiarisation-programme-of-independent- directors.html

NOMINATION AND REMUNERATION POLICY

In terms of Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has a Nomination and Remuneration Policy on Directors and Senior Management Employees appointment and remuneration including criteria for determining their qualifications, positive attributes, independence and other prescribed matters in place. The Remuneration Policy of the Company is divided into the following headings and the entire policy is available on the website of the Company https://www.kamatsindia.com/policy-kamats-restaurant;

• Introduction

• Objective and Purpose of the Policy

• Effective date

• Definitions

• Applicability

• General

• Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee

• Policy for appointment and removal of Director, KMP and senior management:

- Appointment Criteria and Qualifications

- Term / Tenure

- Evaluation

- Removal

- Retirement

• Policy relating to the remuneration for the Whole-time Director, KMP and senior management personnel

- General

- Remuneration to Whole-Time/ Executive/ Managing Director, KMP and Senior Management Personnel

- Remuneration to Non- Executive/ Independent Director.

Currently, no compensation is paid to the Non-Executive Directors of the Company except for the sitting fees as per provisions of Companies Act, 2013.

ANNUAL RETURN

As per Section 92 of the Companies Act, 2013, the copy of annual return is available on the website of the Company https://www.kamatsindia.com/annual-return-kamats-restaurant.

VIGIL MECHANISM

The Company has established a Vigil Mechanism for directors and employees to report genuine concerns. The vigil mechanism provides for adequate safeguards against victimization of person who use Vigil Mechanism and also provide for direct access to the Chairperson of the Audit Committee.

The details of Vigil Mechanism are displayed on the website of the Company https://www.kamatsindia.com/policy-kamats-restaurant

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

Following are the particulars of loans, guarantees and investments under Section 186 of the Companies, Act, 2013 of the Company:

(A) Loans and Guarantees provided: - No loans or Guarantees were given during the year under review.

(B) Investments made:

(Amount in Lakhs)

Nature of Investments	Opening Balance	Amount Invested during the year	Amount Redeemed	Re-measurement	Closing Balance
Mutual Funds, equity shares, Bonds and Fixed Deposits with Banks	1,237.93	233.15		5.06	1476.14

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY REFERRED TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The particulars of Contract or arrangement in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed to this Board Report as Annexure ‘A. There are no loans and advances in the nature of loans to the holding company. The details of other loans and advances are mentioned in notes to accounts and are not repeated here.

PARTICULARS OF EMPLOYEES

There was no employee who was employed throughout the year or part thereof and in receipt of remuneration aggregating to Rs. 102.00 Lakhs p.a. or more or who was employed for part of the year and in receipt of remuneration aggregating to Rs. 8.50 Lakhs p.m. or more.

PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

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, regarding remuneration of Directors, Key Managerial Personnel and other related disclosure is given as Annexure - B to the Boards Report.

Further, a statement showing the names and other particulars of employees as per Rule 5(2) and 5(3) of the aforesaid Rules, forms part of this report. However, in terms of first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days and through electronic means. Further in terms of proviso to said Rule 5(3), such particulars shall be available to any shareholder on specific request made by him in writing or e- mail to Company Secretary, at cs@kamatsindia.com.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134 (5) of the Companies Act, 2013 the Directors hereby confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. That the selected accounting policies were applied consistently and the Directors 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 at 31st March, 2026 and of the profit and loss of the Company for the financial year ended on that date.

3. That proper and sufficient care has been taken 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 to the best of the Directors knowledge and ability.

4. That the annual accounts have been prepared on a going concern basis.

5. That internal financial controls have been laid down, and are followed by the Company and the said internal financial controls are adequate and are operating effectively and;

6. That proper system have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

7. That during the year 2025-2026, the Company has complied with the Secretarial Standard as amended and applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE

EARNINGS AND OUTGO

(A) Conservation of energy-

(i) the steps taken or impact on conservation of energy;	The Company continued energy conservation efforts during the year. It has closely monitored power consumption and running hours on day- to-day basis, thus resulting in optimum utilization of energy.
(ii) the steps taken by the company for utilizing alternate sources of energy;	NIL
(iii) the capital investment on energy conservation equipment.	NIL
(B) Technology absorption-
(i) the efforts made towards technology absorption;	The activities of the Company at present do not involve technology absorption and research and development.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NIL
(iv) the expenditure incurred on Research and Development.	NIL

(C) Foreign exchange earnings and outgo-

The Foreign Exchange earned in terms of actual inflows during the year;	NIL (Previous year - NIL)
The Foreign Exchange outgo during the year in terms of actual outflows.	NIL (Previous year - NIL)

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	Number of shareholders who approached listed entity for transfer of shares from suspense account during the year	Number of shareholders to whom shares were transferred from suspense account during the year	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year
NIL	NIL	NIL	NIL

Declaration that the voting rights on shares in the suspense account shall remain frozen till the rightful owner of such shares claims the shares - Not Applicable

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure ‘C of this Boards Report.

STATUTORY AUDITOR

M/s. Chaturvedi Sohan & Co., Chartered Accountants, Mumbai (FRN: 118424W) were appointed as Statutory Auditors of your Company at the 15 th Annual General Meeting held on 26th August, 2022 for a term of five consecutive years and they continue to hold the office.

COST RECORDS AND AUDIT

The provisions relating to maintaining of cost record and to conduct cost audit are not applicable to the Company.

SECRETARIAL AUDITOR

M/s. Pooja Sawarkar and Associates, Practicing Company Secretary, Mumbai were appointed as the Secretarial Auditor of the Company for period of five years from the financial year 2025-2026 and they continue to hold the office.

In terms of Section 204(1) of the Companies Act, 2013, a Secretarial Audit Report is annexed as Annexure ‘D of this Boards Report. M/s. Pooja Sawarkar and Associates is proposed to be appointed for a period of five consecutive years from the date of this general meeting.

RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS AND DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS

There are no qualifications, reservations, adverse remarks, disclaimers or any fraud reported by the Statutory Auditors in their report on Financial Statements for the Financial Year 2025-26.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in the Secretarial Audit Report for the Financial Year 2025-26.

INDIAN ACCOUNTING STANDARD (IND AS)

The Company has adopted Indian Accounting Standards (“IND AS”) from April 01, 2022 with a transition date of April 01, 2021. Accordingly, the financial statement for the year 2025-26 has been prepared in accordance with IND AS, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other recognised accounting practices and policies to the extent applicable.

CORPORATE GOVERNANCE

Your Company has been practising the principles of good corporate governance. In accordance with Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on corporate governance is annexed as Annexure ‘E. M/s Pooja Sawarkar and Associates, Practising Company Secretaries, have certified that the Company is in compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and the Compliance Certificate is annexed to the Report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding Constitution of Corporate Social Responsibility (CSR) Committee and spending of at least 2% of average net profit are not applicable to the Company.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

There is no money in the unpaid dividend account which remained unclaimed or unpaid for a period of seven years from date of transfer of such amount to the unpaid dividend account and the Company was not required to transfer any such amount to Investor Education and Protection Fund.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 AND SETTLEMENTS

During the year under review, no application was made or any proceeding was pending by or against the Company under the Insolvency and Bankruptcy Code, 2016.

The repayment of the loan availed from Bank or Financial Institution by the Company are as per repayment schedule. Hence, question of one time settlement and difference between valuation done at the time of one time settlement and valuation while taking loan from Bank/Financial Institution does not arise.

MATERNITY BENEFIT ACT COMPLIANCE:

The Company is committed to providing a supportive, secure, and inclusive work environment for its women employees. In strict compliance with the provisions of the Maternity Benefit Act, 1961 (and its amendments), the Company provides fully paid maternity leave, creche facilities (where applicable), and flexible working arrangements to eligible employees. During the financial year under review, there were no complaints or instances of non-compliance reported regarding maternity benefits. The Company continues to actively promote policies that assist working mothers in balancing their professional and personal responsibilities.

DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013 (POSH) COMPLIANCE:

The Company has zero tolerance towards any form of sexual harassment and is fully committed to providing a safe and respectful work environment for all employees. In line with the requirements of the POSH Act, 2013, the Company has constituted an Internal Complaints Committee (ICC) across its administrative offices and hotel units to redress complaints regarding sexual harassment. Regular awareness programs and workshops are conducted to sensitise employees.

The details of complaints received and disposed of during the financial year are as follows:

Number of complaints pending at the beginning of the year: Nil Number of complaints received during the year: Nil Number of complaints disposed of during the year: Nil Number of complaints pending at the end of the year: Nil

EMPLOYEE RELATIONS

The relations of the management with staff and workers remained cordial during the entire financial year.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the sincere and whole hearted co-operation extended by all concerned, particularly Companys bankers, Bombay Stock Exchange Limited, the Government of Maharashtra, the Central Government, suppliers, clientele and the staff of the Company and look forward to their continued support. The Directors also thank the members for continuing their support and confidence in the Company and its management.

On behalf of the Board of Directors Vikram Kamats Hospitality Limited
Nanette Dsa	Dr. Vikram V. Kamat
Chairperson and Independent Director	Managing Director
DIN: 05261531	DIN: 00556284
Place: Mumbai
Date: 29th May, 2026