Your Directors are pleased to present the Thirty Eight (38^th) Board Report of Kamat Hotels (India) Limited ("the Company")
along with the Audited Financial Statements (Standalone and Consolidated) of the Company for the Financial Year ended 31^st
March 2025.

FINANCIAL SUMMARY:

The financial performance of the Company on the basis of Standalone & Consolidated Financial Statements for the year under
review is summarised below:

(Rs. in lakhs except per share figures)

STANDALONE FINANCIAL PERFORMANCE:

The total revenue from operations of the Company for the
year was recorded at Rs. 26,448.39 lakhs as against Rs.
22,281.54 lakhs in the previous year. The Company's profit
after tax is Rs. 5,037.31 lakhs as compared to Profit after
tax of Rs. 4,523.95 lakhs of previous year (excluding other
comprehensive income).

CONSOLIDATED FINANCIAL PERFORMANCE:

The total revenue from operations of the Company for the
year was recorded at Rs. 35,697.01 lakhs as against Rs.
30,430.48 lakhs in the previous year. The Company's profit
after tax is Rs. 4,658.42 lakhs as compared to Profit after
tax of Rs. 4,484.72 lakhs of previous year (excluding other
comprehensive income).

MANAGEMENT/ FRANCHISEE / CONTRACTS/ OTHERS:

During the year under review, the Company has entered
into various Management Agreements, Lease Agreements,
Revenue Sharing Agreements for Management and
Operations of its properties across India. The information
relating to the same has been mentioned below:

New openings and other Strategic Initiatives by the
Company:

The Company has opened new properties across key cities
in India including Chandigarh, Noida, Ayodhya, Pune during
the Financial Year 2024-25 and is soon going to launch new
properties in cities like Rishikesh, Hyderabad, Bhavnagar,
Panchgani, Dehradun, Goa during the Financial Year 2025-26.

During the Financial Year 2024-25, the Company has launched
new properties, such as IRA by Orchid Hotels, Ayodhya, Uttar
Pradesh with effect from 17th April 2024, The Orchid - Toyam,
Pune, Maharashtra, with effect from 31st May 2024, The
Orchid-Chandigarh Hotel with effect from 15th April, 2025
and IRA by Orchid- Noida with effect from 7th November,
2024, which are leased and managed by the Company.

These strategic arrangements have allowed Company to
expand its portfolio in the Hospitality Industry and tap into
the potential of these diverse markets.

DIVIDEND:

In order to prioritize debt reduction and fortify Company's
financial stability, your Directors do not recommend any
Dividend for the F.Y. 2024-25.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the General
Reserve for the financial year ended 31^st March 2025.

DEPOSITS:

The Company did not accept any deposits within the meaning
of Section 73 of the Companies Act, 2013 and Rules made
there under at the beginning of the year. During the year
under review, the Company has neither invited nor accepted
any deposit under Section 73 of the Companies Act, 2013
and the rules made there under and no deposit was remaining
unpaid or unclaimed as at the end of the year.

ANNUAL RETURN:

As provided under Section 92(3) and Section 134(3) (a) of the
Companies Act, 2013, the annual return in Form MGT-7 is
available on the website of the Company at https://www.khil.
com/annual-reports.html

SHARE CAPITAL:

As on 31^st March 2025, the Authorized Share Capital of the Company stood at Rs. 3,425 lakhs (excluding forfeited share capital)
divided into 3,42,50,000 equity shares of Rs. 10/- each.

During the year under review, and upto the date of this report, promoters / promoter group and Public (Non Promoter group)
exercised the option of conversion of warrants into Equity Shares upon the payment of balance of the warrant issue price i.e.
Rs. 72.75 and accordingly, the Board on 7^th May 2024, 12^th August 2024 and on 14^th August, 2024 considered and approved the
conversion of warrants and allotted 6,25,601, 3,53,761 and 25,94,246 Equity Shares respectively, having face value of Rs. 10
each to the persons/ entities belonging to promoter / promoter group and Public (Non-Promoter group) mentioned in the below
table:

Therefore, the issued and paid-up capital of the Company stood at Rs.29,48,00,720 as on 31^st March 2025.

Further, there was no deviation, in the use of the proceeds received by way of issue of warrants, from the objects stated in the
explanatory statement of the Notice dated 14th December 2022.

DEBENTURES:

The Company had Outstanding 29,750 "14% Rated Listed Secured Redeemable Non-Convertible Debentures" (NCDs) having
face value of Rs.100,000 each (Rupees One Lakh) aggregating to Rs.297.50 Crore in the beginning of Financial Year 2023-24.

On 26^th October 2023, the Company had partially redeemed the Debentures and paid off Rs. 125 Crores as per the terms
of repayment stated in the Debenture Trust Deed. The said redemption was pursuant to face value, hence the face value of
the Debentures reduced from Rs. 1,00,000 each to Rs. 57,983 each. Consequent to the said redemption, the Company had
Outstanding 29,750 NCDs of face value Rs. 57,983 each aggregating to Rs. 172.50 Crores.

Further on 28^th March 2024, the Company purchased 19,750 NCDs of face value of Rs.57,983 each, from the existing debenture
holder of the Company namely "Purple Clover Tree LLP". The total purchase consideration for 19,750 NCDs amounted to
Rs.128.45 Crores (includes Principal, Interest Cost and Redemption Premium). The Debentures purchased by the Company

were extinguished consequent to which the Company had
Outstanding 10,000 NCDs of face value of Rs.57,983 each.

Therefore, considering the above repayments, the Outstanding
NCDs of the Company has reduced from Rs.297.50 Crores
in the Financial Year 2022-23 to Rs.57.983 Crores in the
Financial Year 2023-24.

In addition to above, we are pleased to inform you that in
Financial Year 2024-25, dated 26th July, 2024 the Company
has fully redeemed the 10,000 Outstanding NCDs of face
value of Rs.57,983 each by full and final payment of aggregate
amount of Rs.63.078 Crores (includes Principal, Interest Cost
and Redemption Premium).

Therefore, as on the date of this report, the Company has fully
redeemed debentures and therefore there are no outstanding
Debentures of this series.

BORROWINGS:

The Company had availed a refinancing facility from AXIS
Finance Limited of an amount not exceeding Rs.200 Crores in
year 2023. Out of the said facility, the Company has availed
and deployed Rs.134 Crores for meeting the repayment
obligations of high-cost debt (NCDs of the Company). As
on date the outstanding amount of such refinancing facility
stands at Rs.102.07 Crores.

The total long term borrowings of the Company on the
Standalone basis stood at Rs.104.23 Crores and at Rs.124.45
Crores on a Consolidated basis for the year ended 31st March
2025 as compared to Rs.170.68 Crores on the Standalone
basis and Rs.191.06 Crores on consolidated basis as at 31st
March 2024

CREDIT RATING:

During the Financial Year 2024-25, no new credit rating has
been obtained by the Company.

MATERIAL CHANGES AND COMMITMENTS:

Scheme of Arrangement: The Board of Directors in their
meeting held on 23rd May, 2024 have approved the Scheme
of Arrangement (Merger by Absorption of two Transferor
Companies into Transferee Company), ("the Scheme"),
between Savarwadi Rubber Agro Private Limited ("First
Transferor Company" and "SRAPL") and Treeo Resorts Private

Limited ("Second Transferor Company" and "TRPL") and
Kamat Hotels (India) Limited ("Transferee Company" and
"KHIL’) and their respective Shareholders and Creditors in
accordance with the provisions of Sections 230 to 232 read
with Section 66 of the Companies Act, 2013 ("the Act") and
other applicable provisions, if any, of the Companies Act,
2013 and the rules made thereunder including Companies
(Compromise, Arrangements & Amalgamations) Rules, 2016,
as amended from time to time, and in accordance with the
provisions of Memorandum and Articles of Association
of the Company, subject to the requisite approval of the
shareholders/ creditors/ debenture holders/ debenture
trustee of the Company and the sanction of the jurisdictional
National Company Law Tribunal (NCLT) and/or such other
competent authority, as may be applicable.

The First Transferor Company is a part of the promoter and
promoter group of the Transferee Company. However, neither
of the Transferor Companies are engaged in significant
business operations. The First Transferor Company owns
a freehold land in Vile Parle East, Mumbai, which houses a
Sewage Treatment Plant (STP) Unit utilized by the Transferee
Company. The Transferee Company continues to utilize
this property. The Second Transferor Company owns a non¬
agricultural land and building situated on Mumbai-Ahmedabad
Highway in the village of Saye, Palghar District, Thane, which
makes it suitable and ideally located for KHIL to develop and
operate future hotel/resort projects including residential
projects on this TRPL land. The Management of the Transferee
Company is of the view that the proposed Scheme of merger
by absorption/ amalgamation will enhance stakeholder's
wealth and streamline the group's structure, resulting
in improved administrative and operational efficiency.
Therefore, to simplify and enhance operational efficiency,
it is proposed to restructure the group by merging the two
Transferor Companies into the Transferee Company. A robust
governance structure to ensure and enhance compliances.

The Company had submitted to the Stock Exchanges the
Draft Scheme of Arrangement for merger by Absorption
between Savarwadi Rubber Agro Private Limited (SRAPL),
Treeo Resort Private Limited (TRPL) and Kamat Hotels (India)
Limited (KHIL) along with all the other documents required as
per the checklist provided by both the Exchanges.

However, as per the requirements of the Stock exchanges,
the Company has revised the draft Scheme along with
its annexures in their duly convened Board and Board
Committee's meetings held on 12^th August, 2024. Thereafter
the revised draft Scheme has been submitted to the Stock
Exchanges. The details with respect to the revised draft
Scheme has also been updated at the website of the Company
at https://www.khil.com/merger.html .

Further, the Company has received No Objection certificate
("NOC") from the Bombay Stock Exchange (BSE) and the
National Stock Exchange (NSE) to the proposed scheme, on
May 22, 2025, as required under Regulation 37 of the SEBI
Listing Regulations.

The Board and the Board Committees of the Company in their
meetings held on 12^th August, 2024, accorded their approval
to compensate Savarwadi Rubber Agro Private Limited ("First
Transferor Company" and "SRAPL") for the purpose of allowing
the Company to use the Sewage Treatment Plant (STP unit)
situated on the plot area owned by SRAPL. The Compensation
payable to SRAPL would be through issue and allotment of
New Equity Shares of Kamat Hotels (India) Limited ("the
Company") to the shareholders of SRAPL pursuant to the
Scheme of Arrangement as per the Share Exchange Ratio
derived by the Registered Valuer, which was considered and
approved by the Board of Directors and Board Committees.
The aforesaid issue and allotment of Shares to SRAPL will be
post receipt of approval on the Draft Scheme of Merger by
absorption from the Shareholders and National Company Law
Tribunal (NCLT) and such other approvals as may be required
in this regard.

Further, with reference to Note No.48.4 and Note No. 54.4
of the Standalone and Consolidated Financial Statements
for the year ended 31st March, 2025, respectively, which are
annexed to this Report, the Board and the Board Committee
of the Company in their meetings held on 12th August, 2024,
accorded their approval to compensate Savarwadi Rubber
Agro Private Limited ("First Transferor Company" and
"SRAPL") for the purpose of allowing the Company to use the
Sewage Treatment Plant (STP unit) situated on the plot area
owned by SRAPL. The Compensation payable to SRAPL would
be through issue and allotment of New Equity Shares of Kamat
Hotels (India) Limited ("the Company") to the shareholders

of SRAPL pursuant to the Scheme of Arrangement as per
the Share Exchange ratio derived by the Registered Valuer,
which was considered and approved by the Board and Board
Committees. The aforesaid issue and allotment of Shares to
SRAPL will be post receipt of approval on the Draft Scheme
of Merger by absorption from the Shareholders and National
Company Law Tribunal (NCLT) and such other approvals as
may be required in this regard.

There have been no other material changes and commitments
affecting the financial position of the Company between the
end of the financial year and date of this report. There has
been no change in the nature of business of the Company.

REPORT ON THE PERFORMANCE AND FINANCIAL
POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURE COMPANIES IN TERMS OF RULE
8(1) OF COMPANIES (ACCOUNTS) RULES, 2014:

In accordance with the provisions of the Companies Act,
2013 ("the Act"), SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") and
IND AS 110, the Audited Consolidated Financial Statement
forms part of the Annual Report.

A copy of Audited Financial Statements of the Subsidiaries/
Associates/Joint Ventures shall be made available for the
inspection at the Registered Office of the Company during
business hours. Any shareholder interested in obtaining a
copy of separate Financial Statement of the Subsidiaries/
Associates/ Joint Ventures shall make specific request in
writing to the Corporate Secretarial Department of the
Company.

The Audited Financial Statements of the Subsidiaries/
Associates Joint Ventures are also available on the website
of the Company. In view of this, the Balance Sheet, Statement
of Profit and Loss and other related documents of the
Subsidiaries/ Associates are not attached in this Annual Report.
However, the statement containing the salient features which
is required to be given in Form AOC -1 are provided with the
Consolidated Financial Statement of the Company, hence not
repeated for the sake of brevity. Further, as on 31^st March,
2025 the Company has following Subsidiaries:

SUBSIDIARY/WHOLLY OWNED SUBSIDIARY COMPANIES:

1. Orchid Hotels Pune Private Limited

2. Mahodadhi Palace Private Limited

3. Kamats Restaurants (India) Private Limited

4. Fort Jadhavgadh Hotels Private Limited

5. Orchid Hotels Eastern (I) Private Limited

6. Envotel Hotels Himachal Private Limited

7. Chandi Hospitality Private Limited

8. Ilex Developers & Resorts Limited*

* Ilex Developers & Resorts Limited (“IDRL") has become subsidiary
of the Company with effect from 1st April, 2025 pursuant to
Shareholders Arrangement Agreement entered between “IDRL¹'
and Major Shareholders of “IDRL¹' namely Kamat Hotels (India)
Limited, Plaza Hotels Private Limited and Sangli Rubber Agro
Private Limited.

DETAILS OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

As on the date of this report, the Company has 10 (Ten)
Directors out of which 2 (Two) are Executive Directors, 2
(Two) are Non-Executive Non-Independent Directors, and 6
(Six) are Independent Directors.

a. Directors retiring by rotation:

In accordance with the provisions of the Companies Act,
2013 and the Articles of Association of the Company,
Mr. Vishal V. Kamat (DIN: 00195774), Director of the
Company, retiring by rotation, at the ensuing Annual
General Meeting, and being eligible, offers himself for re¬
appointment.

b. Independent Directors:

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 as laid down in Section
149(6) of the Companies Act, 2013 and Regulation
16 of SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015. 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. There has
been no change in the circumstances affecting their
status as Independent Directors of the Company. The
Independent Directors have also confirmed that they
have complied with the Company's Code of Business
Conduct & Ethics.

The Independent Directors of the Company have
confirmed that they have registered their names in the
data bank of Independent Directors maintained with
the Indian Institute of Corporate Affairs in terms of
Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules,
2014 (as amended). The Independent Directors of the
Company possess the requisite experience and they
have successfully qualified the online proficiency self¬
assessment test conducted by The Indian Institute of
Corporate Affairs ("MCA”) for Independent Directors
Data Bank.

c. Woman Director:

In terms of the provisions of Section 149(1) of the
Companies Act, 2013 and Regulation 17 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, your Company has complied with the requirement
of having at least one Independent Woman Director on
the Board of the Company.

d. Non-Executive Directors:

Your Company has optimum combination of Executive
and Non- Executive Directors on Board. As stipulated
under Regulation 17 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, more than
half of the Board comprises of Independent Directors.

Further, Mr. Kaushal K. Biyani and Mr. Hrishikesh B.
Parandekar, Directors, nominated by "Purple Clover
Tree LLP" (The Debenture holder) have tendered
their resignation from Directorship (in the category of
Nominee Directors) of the Company with effect from
4th April, 2024, on account of repayment of entire
outstanding amount due to "Purple Clover Tree LLP"

Further, on 12^th August, 2024 the Company appointed
Mr. Kaushal K. Biyani as an Additional Director under
Non-Executive Non-Independent category, nominated
on behalf of the Alpha Group (major equity Shareholder
of the Company), and his appointment was regularized
by the members in the 37^th AGM of the Company held on
Friday, 27^th September, 2024.

e. Key Management Personnel (KMP):

Mr. Nikhil Singh was appointed as the Company Secretary
and Compliance Officer of the Company with effect from
30^th August, 2023. The Compliances and filings related
to the Appointment of Company Secretary were fulfilled
in accordance with the provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

As on the date of this report, Dr. Vithal V. Kamat,
Executive Chairman and Managing Director, Mrs. Smita
Nanda, Chief Financial Officer and Mr. Nikhil Singh,
Company Secretary and Compliance Officer are the Key
Managerial Personnels of the Company in accordance
with the provisions of Section 203 of the Companies
Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, 5 (Five) meetings of the Board
of Directors were held.

The intervening gap between the two Board meetings were
not more than 120 days. The particulars of meetings held
and attended by each Director are detailed in the Corporate
Governance Report, which forms part of this Report.

AUDIT COMMITTEE:

The composition of the Audit Committee as required to
be disclosed under Section 177(8) of the Companies Act,
2013 including the terms of reference and the details of
the Meetings along with the attendance of the Committee
Members thereof is furnished in the Corporate Governance
Report which forms part of this Annual Report. During the
year under review, all the recommendations made by the
Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE:

In terms of Section 178(3) of the Companies Act, 2013, and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a policy on Director's appointment,
nomination and remuneration of Directors and Senior
Management Employees including, inter alia, criteria for
determining qualifications, positive attributes, independence
of directors and policy on Board diversity was formulated by
the Nomination and Remuneration Committee and has been
adopted by the Board of Directors. The said policy is also made
available on the website of the Company www.khil.com and its
web link is https://www.khil.com/other-policies.html .

The composition of the Committee including the terms of
reference and the details of the Meetings along with the
attendance of the Committee Members thereof is furnished
in the Corporate Governance Report which forms part of this
Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Company understands the importance of the society in
smooth functioning of the business. Thus, to acknowledge
the constant support provided by the society, the Company
involves itself in different corporate social responsibility
activities.

Brief outline of Corporate Social Responsibility (CSR Policy
of Company and the initiatives undertaken by the Company
on CSR activities during the year under review are set out
in “Annexure A" of this report in the format prescribed under
the Companies (CSR Policy) Rules, 2014. The CSR Policy is
available on the website of the Company at www.khil.com.

The CSR committee on a continuous basis manifests the
activities through which it can have positive impact on the
society and be beneficial for larger good of the people.

The details of Committee including the terms of reference,
composition and attendance of the Members thereof is
furnished in the Corporate Governance report which forms
part of this Annual Report.

MEETING OF INDEPENDENT DIRECTORS:

The meeting of Independent Directors was conducted
to enable the Independent Directors to discuss matters
pertaining to inter alia review the performance of Non¬
Independent Directors and the Board as a whole, review the
performance of the Executive Chairman of the Company
(taking into account the views of the Executive and Non¬
Executive Directors), review the performance of the
Company, assess the quality, quantity and timeliness of flow
of information between the Company, Management and the
Board which is necessary for the Board to effectively and
reasonably perform their duties.

The meeting of the Independent Directors for the financial
year under review was held on 3rd February, 2025.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (C) read with Section 134(5) of the
Act, the Directors to the best of their knowledge and ability,
hereby confirm that:

1. In the preparation of the annual accounts for the year
ended 31^st March 2025, the applicable accounting
standards read with requirements set out under
Schedule III to the Act have been followed and that there
are no material departures from the same;

2. 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 as at 31^st
March 2025 and of the profit of the Company for the
financial year ended on that date;

3. They have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

4. The annual accounts of the Company have been prepared
on a going concern basis;

5. The Directors have laid down Internal Financial Controls
to be followed by the Company and that such Internal
Financial Controls are adequate and are operating
effectively; and

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

SECRETARIAL STANDARDS:

Your Directors confirm that the Company is in compliance
with applicable secretarial standards issued by Institute of
Company Secretaries of India.

AUDITORS AND AUDITOR'S REPORT:

STATUTORY AUDIT:

M/s. N. A. Shah Associates LLP, Chartered Accountants,
Mumbai were re-appointed as Statutory Auditors of your
Company for the term of 5 (five) years commencing from the
35th Annual General Meeting held on 28th September, 2022
until the conclusion of 40th Annual General Meeting of the
Company to be held in the year 2027.

During the year under review, the Auditors had not reported
any instances of fraud or matter under Section 143(12) of
the Act, therefore no detail is required to be disclosed under
Section 134 (3) (ca) of the Act.

The Company has received Eligibility Certificate letter from
M/s. N. A. Shah Associates LLP, Chartered Accountants,
Mumbai, to the effect that their appointment, is within the
prescribed limits under Section 141(3) (g) of the Companies
Act, 2013 and that they are not disqualified for appointment.

SECRETARIAL AUDIT:

In terms of the provision of the Section 204 of the Companies
Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Board has re-appointed M/s. DM & Associates, Company
Secretaries LLP, Practicing Company Secretaries, for the term
of 5 (five) consecutive financial years i.e. 1st April, 2025 to 31st
March 2030. The Secretarial Audit Report for the Financial
Year ended 31st March 2025 issued by M/s. DM & Associates,
Company Secretaries LLP, Practicing Company Secretaries
is annexed herewith marked as "Annexure B" to this Annual
Report. The observation / adverse remark contained in the
Audit report is self-explanatory and no further management's
clarification is required.

COST AUDIT:

The Company is not required to maintain cost records as
specified by the Central Government under Section 148(1) of
the Act.

EMPLOYEE REMUNERATION: [DETAILS AS PER
SECTION 197(12) READ WITH RULE 5 OF COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014]:

A Statement of Disclosures relating to remuneration of
Directors, Key Managerial Personnel (KMPs) and employees
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 are given in “Annexure
C to this Report. However, other information as required
under said rule may be obtained by the members by writing
to the Company Secretary of your Company and the same
be furnished on request and is also made available on the
Company's website i.e. www.khil.com.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management's Discussion and Analysis Report for the
year under review, as stipulated under the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations") is as
annexed at “Annexure D".

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards
of Corporate Governance and adhere to the Corporate
Governance requirements set out by the Securities and
Exchange Board of India (“SEBI"). The Report of Corporate
Governance as stipulated under the Listing Regulations
is annexed at “Annexure E“ The requisite Certificate from
M/s. DM & Associates, Company Secretaries LLP, Practicing
Company Secretaries confirming compliance with the
conditions of Corporate Governance is attached to the report
on Corporate Governance.

VIGIL MECHANISM:

Your Company has established a Vigil Mechanism for
Directors and Employees to report genuine concerns. The
Vigil Mechanism enable the Directors, Employees and all
Stakeholders of the Company to report genuine concerns
and provides for adequate safeguards against victimization of

person who use Vigil Mechanism and also makes provision for
direct access to the Chairman of the Audit Committee.

The detail of Vigil Mechanism is available on the Company's
website and can be accessed at www.khil.com and its web link
is https://www.khil.com/other-policies.html.

RISK MANAGEMENT:

Your Company has a well defined Risk Management
framework, which is designed to enable risk to be identified,
assessed and mitigated appropriately.

A quarterly review report on compliance with Risk
Management framework of the Company is placed before the
Audit Committee of the Company.

Your Company has adopted Risk Management Policy pursuant
to the provisions of Section 134 of the Act, to identify and
evaluate business risks and opportunities for mitigation of the
same on a continual basis, which is available on the Company's
website at www.khil.com and its web link is https://www.khil.
com/other-policies.html.

During the year under review, no risk threatening the
existence of the Company was identified.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT
DIRECTORS:

Your Company constantly endeavors 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.khil.
com/other-policies.html.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186:

Particulars of loans given, guarantees given, investments
made and securities provided by the Company under Section
186 of the Companies Act, 2013 are given as under:

* Movement in the year represents Fair value adjustment and
investment in Subsidiary.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTY:

To comply with the provisions of Section 188 of the Companies
Act, 2013 ("the Act") and Rules made thereunder read with
Regulation 23 of SEBI (LODR) Regulations, your Company
took necessary prior approval of the Audit Committee
before entering into related party transactions. All contracts
/ arrangements / transactions entered into by the Company
during the Financial Year 2024-25 with related parties, as
defined under the Act and SEBI (LODR) Regulations were in
the ordinary course of business and on arm's length basis.

The Company has formulated a Policy on Related Party
Transactions which is available on Company's website at
https://www.khil.com/other-policies.html . The Policy intends
to ensure that proper reporting, approval and disclosure
processes are in place for all transactions between the
Company and Related Parties.

The Audit Committee has granted omnibus approval for the
transactions (which are repetitive in nature) and the same was
reviewed by the Audit Committee and Board of Directors.

The Members at their Annual General Meeting held on 27th
September, 2024, by way of passing ordinary resolution,
approved for entering into material related party transaction
with Plaza Hotels Private Limited for an amount not exceeding
Rs. 90 Crores per annum for the financial years 2024-25, 2025¬
26 and 2026-27 pertaining to execution of Business Contract
Agreement ("BCA") and the Memorandum of Understanding

("MOU") with Plaza Hotels Private Limited ("PHPL") for a
further term not exceeding 30 years.

Suitable disclosure as required under IND-AS 24 has been
made in Notes to the Financial Statements forming part of the
Annual Report.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES
AND DIRECTORS:

The Company has established the procedure for performance
evaluation of the Board, Committees and other Individual
Directors (including Independent Directors) which include
criteria for performance evaluation of Non-executive
Directors and Executive Directors.

The performance evaluation process inter-alia considers
attendance of Directors at Board and Committee Meetings,
acquaintance with business, communication inter-se board
members, effective participation, domain knowledge, and
compliance with code of conduct, vision and strategy, etc.

The Board carried out an annual performance evaluation of its
own performance, its Committees, and that of its Individual
Directors.

DISCLOSURE OF PECUNIARY RELATIONSHIP:

During the year, there was no pecuniary relationship or
transactions between Non-Executive Directors and the
Company. No payment, except sitting fees, was given to
Non-Executive Directors of the Company. No convertible
instruments are held by any of the Non-Executive Directors.

DETAILS OF SHARES ISSUED WITH DIFFERENTIAL VOTING
RIGHTS AND SWEAT EQUITIES:

During the year under review, the Company has not issued any
shares with differential voting rights as to dividend, voting or
otherwise and sweat equity shares.

EMPLOYEE STOCK OPTION SCHEME:

The Company presently does not have a policy relating to
Employee Stock Option Plan.

PROVISION OF MONEY BY COMPANY FOR PURCHASE OF
ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR
THE BENEFIT OF EMPLOYEES:

The Company does not have any scheme of provision of money
for the purchase of its own shares by employees or by trustee
for the benefit of employees.

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

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. Up to the Financial Year 2024-25, the
Company has implemented the following energy conservation
measures:

Energy Conservation Measures:

1. Chiller Plant VFD (Variable Frequency Drive) is installed
which saves 325 Units daily. Both Daikin and train chiller
water lines are insulated. VFD installed for 3 primary
pumps, cooling tower and condenser pump saves 450
units daily in winter.

2. 9 VFD (Variable Frequency Drive) are installed for
domestic and flushing hydro pneumatics water pump.
Heat pumps are used for hot water generation Pump
which uses the heat of the AC system to heat the water
thus reducing carbon footprint. Rain water is used for
flushing System. All guest toilets have motion sensor
taps installed. A total of 23 motion sensor taps have been
installed.

3. Cooling Tower (CT) fan is equipped with temperature
control. Two (2) fans of 5 HP are installed for temperature
control. Replaced normal fans with BLDC fans. Total 6
fans replaced with BLDC fans.

4. Energy-efficient 7W LEDs replaced 11W PL lamps, and
22W Panel lights replaced 36W tube lights in back-of-
house areas. In the parking area, 40W tube lights were
replaced with 18W LED tubes equipped with motion
sensors. New LED lights were also installed in the lobby
and other key areas.

5. Construction of Atrium at Orchid Hotel, Mumbai which
allows natural light to enter in the property during the
day time resulting into energy conservation.

6. Motion sensors are installed in prive (Private) wing and
in bathroom lights of 18 guest rooms.

7. The master control panels are installed in each room
of the Hotel units to control the room temperature.
Once the Pumba Panel is turned on by the guest, it
automatically controls the temperature of the room
depending upon the humidity and temperature of the
room. This enables the optimization of energy usage and
prevents obnoxious usage of resources by the guest.

Water Saving Measures:

1. All taps and showers in the hotel units contain special
aerators which increases the water force and reduced
outflow resulting into saving water. By using these
aerators, it would save up to 70% of water.

2. Installation of Geberit flush tank in place of a normal
flush tank, where a normal flush tank flushes 14 liters
of water where as Geberit flush tank flushes 7 liters of
water in a single flush action, by which plenty litres of
water is saved.

3. Recycle and Reuse of water: The Orchid Hotel, Mumbai
uses Central Sewage Treatment Plant which recycles
the water and sewage water generated by the hotel
at various points. All the waste and sewage water
generated in hotel is collected in STP collection tank.
Part of this treated water is stored in tank for use in
horticulture, irrigation and various water bodies spread
over the campus. The other part of the treated water is
then passed through a water softening plant and pumped
to water tank for the cooling towers.

4. Chlorine treatment process of the swimming pool
water has been replaced with Ozonator which leaves no
harmful Chlorinated by- products in water.

Waste Management Measures:

1. The Orchid hotels follows robust waste management
system by segregating the waste at source. This brand
ethos is very religiously followed at all the hotel points
wherever applicable.

2. The Orchid Hotels creates in-house vermi-compost using

their wet waste. The wet waste is then kept in the bin for
almost 2 months to get a fine quality vermi-compost. The
Orchid uses this vermi-compost for its gardening and
also supplies the same to various gardens of Mumbai city.

Technology Absorption:

(i) the efforts made towards technology absorption: There
is no material information on technology absorption
to be furnished. However, the Company continues to
absorb and use the latest technologies for efficient and
effective functioning of the operations of the Hotels and
of the Company.

(ii) the benefits derived like product improvement, cost
reduction, product development or import substitution:
N.A.

(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: N.A.

b) the year of import: N.A.

c) whether the technology been fully absorbed: N.A.

d) if not fully absorbed, areas where absorption has
not taken place, and the reasons thereof: N.A.

(iv) the expenditure incurred on Research and Development:
N.A.

The activities of the Company at present do not involve
technology absorption and research and development.

Foreign exchange earnings and outgo:

During the year under review, your Company has earned
Foreign Exchange of Rs. 923.21 lakhs as compared to Rs.
916.9 lakhs in the previous year.

Further, the total Foreign Exchange Outgo of your company
during the year under review was Rs. 71.4 lakhs as compared
to Rs.62.59 lakhs in previous year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE:

During the year under review, no significant or material orders
were passed by the regulators or courts or tribunals which had
an impact on the going concern status of the Company and its
operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENT:

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.

Furthermore, in accordance with Section 149(8), read with
the Code for Independent Directors laid down under Schedule
IV, Clause II (4) of the Companies Act, 2013, the Independent
Directors have satisfied themselves on the integrity of
financial information and have ensured that Financial Controls
and systems are robust and secure.

The Board has empowered the Audit Committee to
periodically review and confirm that the mechanism remains
effective and fulfill the objectives for which they have been
created.

DISCLOSURES RELATING TO UNCLAIMED SUSPENSE
ACCOUNT AS PER REGULATION 34(3) READ WITH
SCHEDULE V (F) OF THE SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS), REGULATION, 2015:

The voting rights on the shares in unclaimed suspense account
shall remain frozen till the rightful owner of such shares claims
the shares.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (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 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. During the year, no complaints pertaining to sexual
harassment were received.

EMPLOYEE RELATIONS:

The Management realizes the role and importance of
its employees for growth of the business. Therefore, the
Company continuously strives to maintain cordial relationship
with its employees. They are also given opportunities to rise
and have impact on the working of the Company.

ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for the
sincere and whole hearted co-operation extended by all
concerned, particularly Company's Bankers, Financial
Institutions, Debenture holders, Statutory Authorities,
Security Trustees, Stock Exchanges, Department of Tourism,
Municipal authorities, the Government and its agencies, the
Central Government, Suppliers, Clientele, hotel operating
partners and the employees of the Company and look forward
to their continued support. The Directors also thank the
shareholders for their continuing support and confidence in
the Company and its management.

For and on behalf of Board of Directors
KAMAT HOTELS (INDIA) LIMITED

Dr. Vithal V. Kamat
Executive Chairman & Managing Director
(DIN:00195341)
10, St. James Court,
Netaji Subhash Rd,
Marine Lines- Mumbai,
Maharashtra- 400020

Place: Mumbai
Date: 31^st July, 2025

1

Previous Year Figures have been regrouped/rearranged wherever necessary.

PERFORMANCE REVIEW:

During the year under review, the Company elevated its portfolio with the opening of new properties across key cities including
Chandigarh, Pune, Uttar Pradesh, Noida and renovated existing ones to enhance guest experiences. This includes adding more
rooms and modernizing facilities to keep up with current hospitality trends.