Your Directors' take pleasure in presenting the 45th Annual Report on
the business and operations of your Company, together with the audited
financial statements for the financial year (“FY”) ended March 31,2026.

1. Financial Results

The Financial Results of the Company during the year under
review is summarized below:

' Lakhs

2. Company’s Performance and the state of the Company’s
affairs

During the financial year (“FY”) 2025-26, your Company
has achieved a turnover of Rs. 20,091.50 Lakhs as against
Rs. 20,331.09 Lakhs in previous Year. Net profit after tax of the
Company has decreased to Rs. 207.99 Lakhs as compared to
previous year's net profit after tax of Rs. 2,612.47 Lakhs which is
a decrease of approx. 92.04% over the previous year.

There has been no fundamental change in the nature of business
of the Company during the year ended March 31,2026.

3. Share Capital

During the year, the Company has not issued or allotted any
securities. The issued and paid-up share capital of the Company
as on March 31,2026 stands at Rs. 131,85,19,798/- (Rupees one

hundred thirty one crores eighty five lakhs nineteen thousand
seven hundred ninety eight only) divided into 65,92,59,899 (sixty
five crores ninety two lakhs fifty nine thousand eight hundred
ninety nine) Equity Shares of face value of Rs. 2/- (Rupees two
only) each.

4. Dividend

Your directors do not recommend any dividend for the year ended
March 31,2026.

5. Transfer to reserves

The Board of Directors have decided to retain the entire amount
of profit for FY 2025-26 appearing in the Statement of Profit and
Loss.

6. Material Changes and Commitments affecting Financial
Position of the Company having occurred since the end of
the year and till the date of this report

No material changes and commitments affecting the financial
position of the Company have occurred between the end of the
year i.e. March 31,2026 and date of this Directors' Report.

7. Management Discussion and Analysis

A detailed review of the operations, performance and future
outlook of the Company and its businesses is given in the
Management Discussion and Analysis, which forms part of this
Annual Report.

8. Litigations against the CompanyLitigation with ITC Ltd. on transaction with Brookfield for sale
of Undertakings

ITC Limited and its subsidiary, Russell Credit Limited, members
of the Company holding then 8.72% (at present 8.10%) of the
Company's equity share capital, had filed a petition under
Section 241, 242, 244 of the Companies Act, 2013 on April
22, 2019 against the Company before the NCLT in April, 2019,
alleging oppression and mismanagement, along with two
applications: one for urgent hearing and the other for waiver of
the requirement of minimum threshold of 10% shareholding in
relation to the Company's transaction with BSREP III India Ballet
Pte. Ltd. and its affiliates (“Brookfield”) towards the sale of the
Company's hotel undertakings. After hearing both the parties, the
NCLT, Mumbai, allowed the Waiver Application of ITC Limited and
Russel Credit Limited vide their order dated January 24, 2024. The
Company along with its Promoters, Mr. Vivek Nair & Mr. Dinesh
Nair have filed separate Appeals before the National Company
Law Appellate Tribunal in Delhi, challenging the order dated
January 24, 2024 of NCLT, Mumbai. The matter is being presently
being heard by the NCLAT, Delhi.

Two minority members i.e. ITC Limited and Life Insurance
Corporation of India (LIC) had filed separate complaints with
Securities and Exchange Board of India (‘SEBI'), challenging
the Company's aforesaid transaction with Brookfield, alleging
violation of the provisions relating to related party transactions

and for oppression and mismanagement by the majority members
against minority members. Later, LIC withdrew from contesting
their case. On July 23, 2019, SEBI passed its detailed, reasoned
and speaking order in the matter in favour of the Company.

Aggrieved by the aforesaid Impugned Order, ITC filed an
appeal before the Hon'ble Securities Appellate Tribunal (“SAT”),
challenging the findings in the said Order. On August 14, 2019,
ITC sought interim relief in the nature of a direction from the
SAT, stating that till the Appeal is finally heard, the Promoters
of the Company and J.M. Financial Asset Reconstruction
Company Limited should be restrained from voting in respect of
the proposed sale of the Undertakings. The SAT did not grant
any stay with respect to the Postal Ballot Notice and / or the
voting process. The final judgement was pronounced by SAT
on September 26, 2019, wherein the appeal filed by ITC was
dismissed. Subsequently, ITC filed an appeal in the Supreme
Court of India and replies have been filed by all the respondents.
The matter is pending and will be listed in due course before the
Supreme Court of India.

Litigations with Airports Authority of India

At present, there are some ongoing disputes regarding the
exorbitant demand of lease rental and royalty in the form of
Minimum Guaranteed Amount with Airports Authority of India
(AAI) [as referred to in the Lease Deeds, executed between the
Company and AAI], which is in relation to the Company's hotel
land, admeasuring 18,000 sq. meters and the adjacent land
of 11,000 sq. meters respectively. The Company had earlier
initiated proceedings for appointment of an Arbitrator in the
High Court of Bombay in 2017. AAI simultaneously initiated
Eviction Proceedings against the Company before the Eviction
Officer of AAI at Mumbai. Thereafter, there was a stay to the
Eviction Proceedings, as granted by the Bombay High Court that
continued to operate till the arbitration application and appeals
filed by the Company in respect of 18,000 sq. meters and 11,000
sq. meters land. The matters were then finally heard by the
Bombay High Court on February 20, 2025. The Bombay High
Court by its judgment & order dated June 09, 2025, directed
that the parties should approach the Eviction Officer and continue
the hearing relating to the lease rental dispute. The High Court
also directed that the other issues on utilization of the FSI, land
amalgamation, damages etc. should be dealt under arbitration
process, as per the clause in the lease agreements. The High
Court has appointed retired Justice, Mr. S.V. Gangapurwala to
preside over and decide the arbitration proceedings. At present,
the proceedings are being heard separately before the Eviction
Officer and before the Ld. Arbitrator.

The above disputes were also referred to the Settlement Advisory
Committee (‘SAC'), duly constituted by the Board of AAI, since
2020. The Company in the various meetings held with the SAC,
has put forth their detailed submissions against the demand
raised by AAI arbitrarily and has requested for the renewal of
lease for further period of 30 years. The Company has received an
offer letter dated December 01,2023 from AAI for the renewal of
lease of land qua 18,000 sq. meters subject to certain terms and
conditions for which, the Company has made representations

and has also accepted AAI's offer. The Company is now awaiting
response from AAI for concluding the settlement discussions and
for renewing the lease qua 18,000 sq. meters land.

Litigations on the Company’s land in Hyderabad

The Company had entered into an MOU on April 09, 2014, with
PBSAMP Projects Private Limited (‘PBSAMP') for sale of land
owned by the Company in Hyderabad admeasuring 3 acres
and 28 guntas for a consideration of Rs. 85 Crore. As per the
MOU, the Company had agreed to settle all pending litigations
relating to the land and obtain permission under the Urban Land
Ceiling Act for change in land usage from hotel to residential and
for permission to alienate the land within 180 days from the date
of signing of MOU. As per MOU terms, PBSAMP had advanced
Rs.15.5 crores to the Company and the Company settled two
claims out of this amount. However, the Company could not settle
the remaining claims and could not get permission from the State
Government under the Urban Land Ceiling Act for change in land
usage and to alienate the said land. At present, there were only
two suits pending in the Hyderabad City Civil Court against the
Company, wherein the certain group of individuals who claiming
to be cultivators and owners of certain portion of the aforesaid
land.

PBSAMP terminated the MOU on completion of 180 days from
the date of MOU and demanded a refund of Rs.15.5 Crore
together with interest payable @ 21% per annum. Since the
Company could not make the payment, PBSAMP initiated
legal proceedings against the Company and secured an
arbitral award in their favour. As per the arbitral award dated
September 08, 2019, an amount of Rs. 35 Crores inclusive of
interest was required to be paid to PBSAMP within 90 days of
the passing of the Arbitral Award. The Company filed an appeal
under section 34 of the Arbitration and Conciliation Act, 1996,
against the said Arbitral Award before the City Civil Court at
Hyderabad that was dismissed. PBSAMP filed an Execution
Petition before the City Civil Court, Hyderabad for execution of
the said Arbitral Award. The Company then paid an amount of
Rs. 44,42,05,254/- including the outstanding interest to PBSAMP
The matter was decided by the City Civil (Executing) Court
in Hyderabad vide its order dated November 2, 2023 that was
passed in favour of the Company against which, a Civil Revision
Petition was preferred by PBSAMP against the Company before
the High Court of Telangana. The matter was then remanded
to the City Civil (Executing) Court in Hyderabad vide High
Court's Order dated April 22, 2024 against which, the Company
preferred a Special Leave Petition in the Supreme Court of India,
challenging the merits of the order dated April 22, 2024, passed
by the High Court of Telangana. The Special Leave petition was
decided in favour of the Company by its judgment & order dated
September 24, 2025, wherein the judgment & order passed by
High Court of Telangana was set-aside by Supreme Court and the
order of City Civil (Executing) Court in Hyderabad was restored.

Meanwhile, the Company sold the aforesaid land at Hyderabad
in January, 2024 for a total consideration of Rs. 84,42,05,254/- by
executing “Agreement of Sale-Cum-Irrevocable General Power
of Attorney” in favour of M/s. Sri Venkateswara Constructions,

represented by Sri Kadiyala Subba Rao, its Managing Partner
on “as is where is basis” along with a condition stipulated in the
Agreement to Sale for taking over all the responsibility of the
pending litigations that have been filed against the Company,
including all rival claims of diverse parties in respect of said land.
The said consideration includes an amount of Rs.44,42,05,254/-
that is already paid towards settlement of the claim with PBSAMP
in respect of the said land for discharging the Company's liability
towards PBSAMP as per the Arbitral Award dated September 08,
2019.

9. Details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern
status and the Company’s operations in future

No significant and material orders have been passed by the
regulators or courts or tribunals impacting the going concern
status and the Company's operations in future. However,
attention of the Members is drawn to the legal proceedings
pending against the Company as mentioned at Para No. 8 of this
Director's Report.

10. Directors and Key Managerial Personnel (KMP)10.1 Directors

The Board of Directors comprises distinguished professionals of
proven integrity and competence, who provide strategic direction,
guidance and leadership to the Company. As on the date of this
Report, the Company has Nine (9) Directors consisting of Five
(5) Independent Directors, Two (2) Executive Directors and
Two (2) Non-Executive Directors. Your Company has complied
with the provisions of Section 149 of the Companies Act, 2013
and Regulation 17 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with respect to appointment
of Woman Director. Your Company has four Women Directors
among them two are Independent Directors, viz. Ms. Saija Nair
and Ms. Niranjana Unnikrishnan.

The Board of Directors on the recommendation of Nomination
and Remuneration Committee at their meeting held on February
12, 2026 have re-appointed Mr. Ashok G Rajani (DIN: 00267748)
as an Independent Director of the Company, not liable to retire
by rotation for a second term of five (5) consecutive years
commencing from March 30, 2026 up to March 29, 2031 (both
days inclusive). The members approved the same via Postal Ballot
on March 19, 2026. Further, Ms. Amruda Nair (DIN: 06716791) is
liable to retire by rotation at the ensuing Annual General Meeting
and offers herself for re-appointment. We seek approval of
members for appointment of Ms. Amruda Nair as Non-Executive
Director of the Company liable to retire by rotation.

Independent Directors

The Company has received necessary declarations 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
16 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Independent Directors have confirmed
that they are not aware of any circumstance or situation, which

exists or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an objective
independent judgement and without any external influence.
Details of the Familiarisation Programme imparted to Directors
are disclosed in the Corporate Governance Report, which forms
part of this Annual Report 2025-26 and is also available on the
Company's website at https://www.hlvltd.com/assets/investors_
relations/Familiarisation%20Programme.pdf . The Independent
Directors have also confirmed that they have complied with the
Code for Independent Directors prescribed in Schedule IV to
the Companies Act, 2013 and Company's “Code of Conduct for
Board Members and Senior Management Personnel”.

In the opinion of the Board, the Independent Directors fulfill the
conditions of independence specified in Section 149(6) of the Act
and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 and there has been no change
in the circumstances affecting their status as independent
directors of the Company. All the Independent Directors possess
integrity, expertise and experience (including the proficiency). All
of the Independent Directors have registered themselves with the
data bank of Independent Directors maintained with the Indian
Institute of Corporate Affairs and passed online proficiency self¬
assessment test conducted by the Indian Institute of Corporate
Affairs in terms of Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

10.2 Key Managerial Personnel (KMP)

In accordance with section 203 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 your Company has Mr. Vivek Nair as
Chairman and Managing Director, Mr. Dinesh Nair as Co-Chairman
and Managing Director and Mr. Umesh Dombe as Chief Financial
Officer. During the year under review, effective December 01,
2025, Ms. Sucheta Chaturvedi was appointed as the Company
Secretary of the Company, following the resignation of Ms. Savitri
Yadav effective November 30, 2025.

11. Meetings of the Board

During the FY 2025-26, the Board of Directors met four times
i.e. on May 22, 2025, August 09, 2025, November 14, 2025 and
February 12, 2026. The intervening gap between any two board
meetings did not exceed 120 days. Detailed information on the
meetings of the Board is included in the ‘Report on Corporate
Governance', which forms part of this Annual Report.

12. Committees of the Board12.1 Audit Committee

The Audit Committee met four times during the year under
review. As on the date of this Report, the Committee comprises
of four Directors, i.e. three Independent Directors and one Non¬
Executive Non-Independent Director as a member.

The details with respect to the composition, roles, terms of
reference, etc. of the Audit Committee are given in the ‘Report on
Corporate Governance' of the Company which forms part of this
Annual Report.

There are no recommendations of the Audit Committee which
have not been accepted by the Board.

12.2 Other Committees of the Board

The other statutory Committees of the Board are as under:

a. Nomination and Remuneration Committee;

b. Stakeholders' Relationship Committee; and

c. Risk Management Committee

During the year under review, all recommendations of the
Committees were approved by the Board. The details with
respect to the composition of the Committees, roles, terms of
reference, attendance in the meetings etc. are given in the ‘Report
on Corporate Governance' of the Company which forms part of
this Annual Report.

13. Policy on Board Diversity, Directors’ Appointment and
Remuneration to Directors, Key Managerial Personnel and
other Employees

The Company has formulated and adopted the “Nomination,
Appointment and Remuneration Policy” for Directors, Key
Managerial Personnel and Senior Management Personnel of
the Company in accordance with the provisions of Companies
Act, 2013 read with the Rules made there under and SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015. The said Policy of the Company, provides: (i) Criteria for
determining qualifications, positive attributes and independence
of a director, (ii) Policy on Diversity of Board of Directors, (iii) Policy
on Remuneration of the Directors, Key Managerial Personnel and
Senior Management of the Company and (iv) Succession Plan for
Board of Directors and Senior Management.

The Policy on Remuneration of the Directors, Key Managerial
Personnel and Senior Management of the Company as well as
the weblink of the same is provided in the ‘Report on Corporate
Governance'.

14. Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and
Regulation 17(10), 19(4) and Part D of Schedule II of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, a Board Evaluation Policy has been framed and approved
by the Nomination and Remuneration Committee and the Board.

The Board carried out an annual performance evaluation of its
own performance, the Independent Directors individually as well
as the evaluation of the working of the Committees of the Board.
The performance evaluation of all the Directors was carried out by
the Nomination and Remuneration Committee. The performance
evaluation of the Board as a whole, Chairman and the Non¬
Independent Directors was carried out by the Independent
Directors in their separate meeting held during the year taking into
account the views of the Executive and Non-Executive Directors.

The purpose of the Board evaluation is to achieve persistent and
consistent improvement in the governance of the Company at

the Board level. The Board intends to establish and follow “best
practices” in Board governance in order to fulfill its fiduciary
obligation to the Company.

The Company has in place a structured questionnaire, which has
been prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board's
functioning such as adequacy of the composition of the Board
and its Committees, Board culture, execution and performance
of specific duties, obligations and governance. The Directors
expressed their satisfaction with the evaluation process.

15. Directors’ Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies
Act, 2013, the Directors, hereby state and confirm that:

(a) in the preparation of the annual accounts for the year ending
March 31,2026, the applicable accounting standards have
been followed along with proper explanation relating to
material departures;

(b) they have selected such accounting policies and applied
them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the
financial year and of the profit or loss of the Company for
that period;

(c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

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

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

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

16. Report on Corporate Governance

A Report on Corporate Governance for the year under review, as
required under Regulation 34 read with Schedule V, Part C of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 forms part of this Annual Report.

17. Auditors17.1 Statutory Auditors and Auditors’ Report

Pursuant to the provisions of section 139 of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules,
2014, the Members, at the 41st Annual General Meeting of
the Company held on August 24, 2022, had re-appointed

M/s. N. S. Shetty & Co., Chartered Accountants (Firm Registration
No. 0110101W) as the Statutory Auditors for the second
consecutive term of five years, from the conclusion of the 41st
Annual General Meeting till the conclusion of the 46th Annual
General Meeting of the Company to be held in the year 2027.

The Statutory Auditors were present at the last Annual General
Meeting.

During the period under review, even though there are no audit
qualifications or adverse remarks, there are audit observations on
the financial statements. The explanation for the same has been
provided in Note No. 37.1 and 37.3 of the Financial Statements.
The said notes are self-explanatory and do not call for any further
comments.

17.2 Secretarial Auditors and Secretarial Audit Report

Pursuant to the requirements of Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the members at their Annual General Meeting held on
September 23, 2025 approved the appointment of M/s. RAAM
& Associates LLP, Company Secretaries (Unique Code No.
L2021MH011800), a peer reviewed firm of Company Secretaries
in Practice as Secretarial Auditors of the Company for a term
of five consecutive years, commencing from FY 2025-26 up to
FY 2029-30. Their report is annexed as Annexure I to this report.
The Secretarial Audit report contains no observations in their
report.

17.3 Compliance with Secretarial Standards

The Secretarial Audit Report confirms that the Company has
complied with applicable Secretarial Standards.

17.4 Reporting of Frauds by Auditors

During the year under review, no frauds have been reported by
the Auditors under Section 143(12) of the Companies Act, 2013
requiring disclosure in the Board's Report.

18. Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility (“CSR”) under
Section 135 of the Companies Act, 2013 are applicable to the
Company. However, pursuant to Section 135(9) of the Companies
Act, 2013, since the amount required to be spent by the Company
towards CSR activities during the financial year does not exceed
Rs. 50 lakh, the requirement for constitution of a Corporate Social
Responsibility Committee is not applicable. Accordingly, the
functions of the CSR Committee, as prescribed under Section
135 of the Companies Act, 2013 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, are being discharged
by the Board of Directors of the Company.

The brief outline of the CSR Policy adopted by the Company
and the initiatives undertaken by the Company on CSR activities
during the year under review are set out in Annexure II of this
report in the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014.

The CSR Policy is available on the website of the Company at
https://www.hlvltd.com/assets/investors relations/Policy%20
on%20Corporate%20Social%20Responsibility.pdf .

19. Whistle Blower Policy / Vigil Mechanism

The Company has a Whistle Blower Policy / Vigil Mechanism
for directors and employees to report genuine concerns or
grievances. The details of which are available in ‘Report on
Corporate Governance' forming part of this Annual Report.

20. Risk Management

The Board of Directors of the Company has formed a Risk
Management Committee to frame, implement and monitor the risk
management plan and policy for the Company. The Committee is
responsible to ensure that appropriate methodology, processes
and systems are in place to monitor and evaluate risks associated
with the business of the Company and to monitor and oversee
implementation of the risk management policy, including
evaluating the adequacy of risk management systems. The
Audit Committee has additional oversight in the area of financial
risks and controls. The major risks identified by the businesses
and functions are systematically addressed through mitigating
actions on a continuing basis.

The Risk Management Policy of the Company includes a
framework for identification of internal and external risks
specifically faced by the Company, in particular including financial,
operational, sectoral, sustainability, information, cyber security
risks or any other risk as may be determined by the Committee,
measures for risk mitigation including systems and processes for
internal control of identified risks and business continuity plan.

The development & implementation of risk management policy
has been caused in the Management Discussion and Analysis
which forms a part of the Annual Report.

21. Contracts or Arrangements with Related Parties

The policy in line with the requirements of the Act and the SEBI
Listing Regulations, as amended, the Company has formulated
a Policy on Related Party Transactions for identifying, reviewing,
approving and monitoring of Related Party Transactions and the
same can be accessed on the Company's website. The web
link of the same has been provided in the ‘Report on Corporate
Governance' forming part of this Annual Report.

During the year under review, all Related Party Transactions that
were entered into were in the Ordinary Course of Business and at
Arms' Length Basis and were approved by the Audit Committee.
Transactions, which were repetitive in nature, were approved
through omnibus route. None of the transactions with related
parties are material in nature or fall under the scope of Section
188(1) of the Act. The information on transactions with related
parties pursuant to Section 134(3)(h) of the Act read with Rule
8(2) of the Companies (Accounts) Rules, 2014, as amended, in
Form AOC-2 is not applicable to the Company for FY 2025-26 and
hence, does not form part of this report.

22. Internal Financial Control Systems and their adequacy

Your Company has in place adequate internal financial controls
with reference to financial statements, commensurate with
the size, scale and complexity of its operations. The Company
has laid down standards, processes and structures which
enable implementation of internal financial control across
the organization and ensure that the same are adequate and
operating effectively. Financial Controls are operative for all the
business activities of the Company and no material weakness in
the design or operation of any control was observed. During the
year the internal financial controls as laid down are adequate and
were operating effectively.

The Company had appointed M/s. Murali & Venkat, Chartered
Accountants, as Internal Auditors for FY 2025-26 who reviewed
the internal control systems of the Company and reported
thereon. The reports of the Internal Auditors were reviewed by the
Audit Committee on quarterly basis.

23. Annual Return

The annual return of the Company as required under section
92(3) and section 134 (3) (a) of the Companies Act, 2013 is
available on the website of the Company at https://www. hlvltd.
com/investor_relation.html .

24. Loans, Guarantees or Investments

The Company, being engaged in the hotel business, is classified
as providing ‘infrastructure facilities' in terms of the Schedule VI
to the Companies Act and is exempted from the compliance for
loans made, guarantees given, and security provided in terms of
Section 186 (11) of the Companies Act, 2013.

Therefore, particulars of loans, guarantees or investments under
Section 186 are not applicable.

25. Disclosure under Section 22 of the Sexual Harassment of
Women at Work place (Prevention, Prohibition and Redressal)
Act, 2013

Your Company has zero tolerance towards any action on the
part of any employee which may fall under the ambit of ‘Sexual
Harassment' at workplace, and is fully committed to uphold
and maintain the dignity of every woman employee in the
Company. The Company's policy provides for protection against
sexual harassment of women at workplace and for prevention
and redressal of such complaints. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

Status of complaints as on March 31,2026:

26. Employee Remuneration

The ratio of the remuneration of each Director to the median
employee's remuneration and other details in terms of sub¬
section 12 of Section 197 of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is attached as Annexure III
forming part of this Report.

The statement containing particulars of employees as required
under Section 197(12) of the Companies Act, 2013 read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is open for inspection at
the Registered Office of the Company during working hours up to
the date of ensuing Annual General Meeting. In terms of Section
136 of the Act, the Reports and Accounts are being sent to the
Members and others entitled thereto, excluding the aforesaid
particulars of employees. A copy of this statement may be
obtained by the Members by writing to the Company Secretary.

27. Energy Conservation, Technology Absorption, Foreign
Exchange Earnings and Outgo and Other Disclosures

The disclosures to be made under sub-section (3) (m) of
Section 134 of the Companies Act, 2013 read with Rule (8) (3)
of the Companies (Accounts) Rules, 2014 by your Company are
furnished below:

27.1 Conservation of Energy

Energy Conservation, sustainability and efforts to make the hotel
more “Green” have been the main drive throughout the year.
Major efforts / steps taken towards this are:

• Energy-efficient lighting like LED and energy efficient
electrical equipment's are installed extensively.

• High efficiency HVAC systems used/retrofitted extensively
have reduced electrical consumption.

• Computerized Power Monitoring is implemented to
monitor and control power consumption.

• Main chiller plants and steam boilers have been tuned for
best efficiency, to conserve energy.

• The hotel is equipped with condensate recovery unit for
generating hot water and the rooms are equipped with
energy- saving devices during non-occupancy.

• The hotel is equipped with in house recycled drinking
water glass bottling plant which cater all the guest rooms
and restaurants.

• STP treated water has been used for cooling tower /Garden
and also Rainwater Harvesting has been implemented.

• The Company has 3 windmills with a capacity of 4.5 MW
power, in the State of Maharashtra. Windmills continue to
produce renewable energy for use in its own hotel.

• In addition we have installed and commission 230 KW Solar
panels on the building rooftop which is also renewable
solar power generation to cater maximum utilization of
renewable power.

27.2 Technology Absorption

In the opinion of the Board, the required particulars pertaining
to technology absorption under Section 134 of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, are not applicable, as hotel is a service industry
and the Company does not have any significant manufacturing
operations.

27.3 Foreign Exchange Earnings and Outgo

The foreign exchange earnings of the Company during the year
stood at Rs. 6,049.64 lakhs (previous year Rs. 5,980.79 lakhs)
and foreign exchange outgo during the year stood at Rs. 412.07
lakhs (previous year Rs. 306.94 lakhs).

28. Investor Education and Protection Fund (IEPF)

For details refer para on “Investor Education and Protection Fund
(IEPF)” in ‘Report on Corporate Governance' forming part of this
Annual Report

29. Other Disclosures /Reporting

Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions/ were
not applicable pertaining to these items during the year under
review:

29.1 The Company has not accepted or renewed any amount falling
within the purview of provisions of Section 73 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 during the period under review.

29.2 Issue of equity shares with differential rights as to dividend, voting
or otherwise.

29.3 Issue of shares (including sweat equity shares) to employees of
the Company under any scheme.

29.4 Details of Employee Stock Options

29.5 Shares held in Trust for the benefit of employees where the voting
rights are not exercised directly by employees

29.6 Issue of Debenture, Bonds or any other Convertible Securities

29.7 Issue of warrants

29.8 Receipt of remuneration or commission from any of the
subsidiaries by the Executive Directors of the Company.

29.9 During the financial year under review, your Company had no
joint ventures or subsidiaries nor it has incorporated or acquired
any company.

29.10 Maintenance of Cost Records as specified by the Central
Government under section 148 (1) of the Companies Act, 2013 is
not required by the Company.

29.11 During the year under review, there were no proceedings that
were filed by the Company or against the Company, which are
pending under the Insolvency and Bankruptcy Code, 2016,
as amended, before National Company Law Tribunal or other
Courts.

29.12 During the year under review, there were no instances of onetime
settlement with any Banks or Financial Institutions.

30. Acknowledgements

The Board wishes to place on record its appreciation for the
assistance and support received from the lenders, government,
regulatory authorities, customers, business associates and
vendors.

Your Directors take this opportunity to express their sincere thanks
to all the members and stakeholders for the faith and confidence
reposed in the Company and the management.

Your Directors attach immense importance to the contribution
of the employees and sincerely thank them for sharing the
Company's vision and philosophy and for the dedication and
commitment.

For and on behalf of the Board of Directors

Vivek Nair

Chairman & Managing Director
DIN:00005870

Mumbai, July 28, 2026