Your Directors have great pleasure in presenting before you the Twenty Third Annual Report of the
Company together with the Audited Annual Financial Statements of the Company for the year ended 31^st
March 2024.

1. Financial Results:

The Company's financial performance for the year under review along with previous year figures is given
hereunder:

(Figures in Rs. Millions)

2. THE STATE OF COMPANY'S AFFAIRS AND OPERATIONAL REVIEW:

The Company recorded operating revenues of Rs. 4779.80 Million in FY 2023-24 as against Rs. 4308.13
Million in FY 2022-23 and Net Operating Income or PBITDA recorded as Rs. 3005.59 Million in FY 2023-24
as against Rs. 2500.92 Million in FY 2022-23. Net profit after tax for FY 2023-24 stood at Rs. 1663.17
Million as against Rs. 1312.73 Million in FY 2022-23.

The income from leasing activity stood at Rs. 2323.67 Million in FY 2023-24 as compared to Rs. 2030.51
Million in FY 2022-23.

The income generated through operation of JW Marriott is Rs. 2437.15 Million in FY 2023-24 as compared
to Rs. 22,57.92 Million in FY 2022-23.

Further, the income from windmill stood at Rs. 18.98 Million in FY 2023-24 as compared to Rs. 19.70
Million in FY 2022-23.

Market Highlights:

Pune is the second largest software and technology hub of India and houses companies such as Wipro,
Infosys, IBM, Cognizant, Tata Consultancy Services. Pune also has an established industrial, defense and
automobile hub and houses companies such as Tata Motors, Volkswagen, Mercedes Benz, GE India etc.

A quick snapshot of the demand trends of Pune Office Space is as below:

Gross Office Absorption in million sq ft

Source: JLL REIS Q2'24

As seen above, Pune has witnessed 38% (1.1mm sf) of 2023 absorption in H1'24, indicative of a
slowdown in demand recovery post-COVID. This is primarily attributable to tenants re-evaluating growth
given moderate return-to-office and preference for hybrid working. Further, tenants have been seeking
cost rationalization and downsizing leading to lower space requirement.

CBD Micro Market:

Being located in Senapati Bapat Road, your company operated within the Central Business District (CBD)
micro market viz., Pune Cantt, Bund Garden Road, Shivaji Nagar, Koregaon Park, Wakdewadi & Station
Road which continues to remain one of the preferred locations by major occupants in Pune.

Source: JLL REIS Q2'24

As seen above, the vacancy in the micro-market has reduced to 5.0% in FY 2023-24 from 7.9% in FY
2022-23 owing to a re-statement in stock. Rents have seen muted growth at 1.3% YoY vs. 2.9% in FY
2022-23.

Future Outlook:

Pune is expected to deliver average annual supply of 8.3mm sf Grade A assets upto 2025 vs. 3.5mm sf
average historical annual absorption since 2018. The uptick in supply is expected to create rental
pressure and vacancy in the short term. Supply and absorption are expected to normalize in the medium
term driven by strong fundamentals in the Pune office market.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there was no change in the nature of Business of the Company.

4. DIVIDEND:

During the year under review, your directors have not declared any dividend.

5. AMOUNT PROPOSED TO BE CARRIED TO ANY RESERVES:

The movement in the major reserves of the Company for Financial year 2023-24 and the previous year
are as follows:

(Amount in Rs. Million)

6. DEPOSITS:

During the year under review, your Company has not accepted any deposits under the provisions of
Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rules, 2014 as
amended.

7. SHARE CAPITAL:

There has been no change in the share capital of the company due to issuance of sweat equity or bonus
shares. During the year under review, the Company has not allotted any shares by way of Right Issue or on
Private Placement Basis. Further, the Company has not provided any Stock Option Scheme to the
employees

8. POLICIES:

a) WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Your Company has been following the principles and practices of good Corporate Governance and has
ensured, as far as possible, due compliance to various provisions of the applicable laws.

The Board of Directors of your Company place strong emphasis on transparency, accountability and
integrity and have set for the Company broad objectives of continuously enhancing the customer's
satisfaction and shareholders' value.

In keeping with this focus, your Company has established a Vigil Mechanism duly framed in consonance
with section 177(9) the Companies Act, 2013 to report genuine concerns or grievances.

b) ANTI-CORRUPTION POLICY:

The Company has duly adopted an Anti-Corruption Policy to ensure that business of the Company is
conducted with highest legal and ethical standards and that all employees and other persons acting on
behalf of the Company uphold this commitment.

c) RISK MANAGEMENT POLICY:

The Company is faced with risks of different types, all of which need different approaches for mitigation
and hence the policy on Risk Management has been formulated and adopted as required under the
provisions of Section 134 (3)(n) of the Companies Act, 2013. The policy specifies the risk management
approach of the Company and includes periodic review of such risks, including documentation, mitigating
controls and reporting mechanism for such risks.

d) SEXUAL HARRASMENT POLICY:

The Company has adopted a policy on Sexual Harassment of Woman at Workplace pursuant to the
requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding
Sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this
policy.

Further the Board states that there were no cases or complaints filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

e) CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR POLICY):

The Company has adopted a policy on Corporate Social Responsibility.

Since our Company's inception, it has been our endeavor to work towards enriching the life of people in
need and make a meaningful contribution to the society. It is a sincere devotion that stems out of genuine
concern and drive to provide comprehensive and sustainable social development to rural India. The
Company is committed to sustainable and inclusive development of the community's social capital
through active engagement. The CSR program covers key human development verticals such as education,
health and housing, besides various social empowerment measures. The Annual Report on CSR is annexed
herewith as Annexure -II.

9. 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:

There were no instances during the year under review attracting the provisions of Rule 8 (5) (vii) of the
Companies (Accounts) Rules, 2014.

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

The information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the
Companies (Accounts) Rules, 2014 for the year ended March 31, 2024 is as mentioned below:

A) Conservation of Energy:

(i) Energy Conservation Measures taken:

The Company continued its focus on pursuing LEED O&M certification.

Further, the company has taken following initiatives for the conservation of energy.

1. Usage of energy-efficient systems to lower emissions and actively integrate renewable energy
sources into operations

2. Sustainable water management practices by installing water-efficient fixtures and appliances across
sites and drip irrigation.

3. Sustainable waste management practices by tracking waste material to ensure its efficient and
responsible end use.

4. Steps taken for green cleaning practices by using Hydrocleaner technology

(ii) Steps taken by the company for utilizing alternate sources of energy:

Your company is under the process of pursuing USGBC LEED EXISTING BUILDING (EB) OPERATIONS &
MAINTENANCE (O&M) V4.1 certification. This will demonstrate the building's leadership in sustainable
building practices

(iii) Capital investment on energy conservation equipment's:

Rooftop Solar Installation:

A Rooftop Solar Installation is in progress and is scheduled for completion by Sep 2024
EV Charging Stations:

During the Financial Year 2023-2024 electric vehicle charging stations for four-wheelers were installed.

This initiative has helped improving air quality on the premises and reduce fossil fuel consumption
thereby reducing emissions.

B) Foreign Exchange Earnings and Outgo:

Foreign Exchange details are given in financial statements of the Company.

Foreign Exchange Inflow: As per financial statements
Foreign Exchange Outflow: As per financial statements

C) Technology Absorption:

(i) Efforts, in brief, made towards technology absorption:

The Company has always focused on upgraded technology and leveraging automation to enhance
services for our corporate tenants.

(ii) Benefits derived as a result of the above efforts:

utilizing automated systems have helped us effectively maintain our equipment, utilities and
enhanced operations in our common spaces and has ensured sophisticated Enterprise Facility
Management System.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there was no change in the management of the Company. The Board
comprises of the following Directors and Key Managerial Personnel as on March 31, 2024:

Changes in Directors and Key Managerial Personnel post end of Financial Year 2023-24:

1. Ms. Simran Saluja resigned from the post of Company Secretary with effect from August 05, 2024.

2. Mr. Pradip Bhatambrekar was appointed as a Company Secretary and Compliance officer of the
Company with effect from August 06, 2024.

3. Mr. Ranjit Bharat Batra was appointed as a Chief Executive Officer of the Company with effect
from August 31, 2024.

4. Mr. Paresh Ajit Bafna was appointed as a Chief Financial Officer of the Company with effect from
August 31, 2024

5. Ms. Resham Chordia resigned with effect from September 05, 2024.

6. Mr. Srejan Goyal was appointed as an additional Non-executive & Non-independent director with
effect from July 29, 2024 and resigned with effect from September 05, 2024.

7. Mr. Bharat Khanna, Ms. Punita Kumar Sinha and Mr. Thilan Manjith Wijesinghe was appointed as
a Non-executive & Independent director with effect from September 05, 2024.

8. Mr. Tuhin Arvind Parikh and Mr. Nipun Sahani was appointed as a Non-executive & Non¬
Independent director with effect from September 05, 2024.

12. NUMBER OF BOARD MEETINGS HELD:

Details of Board Meetings held during the financial year 2023-24 as required u/s 134(3) (b) of the

Companies Act, 2013 are as under:

The intervals between any two meetings were well within the maximum period mentioned under Section
173 of the Companies Act, 2013.

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

Following are the material changes and commitments have occurred after the close of the year till the
date of this Report, which affect the financial position of the Company:

1. Change in Name of the Company from "ICC Realty (India) Private Limited" to "Ventive Hospitality
Private Limited" with effect from 8^th July , 2024.

2. Conversion of Company from Private Limited to Public Limited and consequently the name of the
Company is changed from "Ventive Hospitality Private Limited" to "Ventive Hospitality Limited",
through the new Certificate of Incorporation generated dated 28^th August, 2024.

3. Pursuant to a resolution passed by the Board on July 9, 2024, and a resolution passed by the
Shareholders on July 12, 2024, each equity shares of face value of ^10 each has been split into ten
Equity Shares of face value of ^1 each. Accordingly, the issued, subscribed and paid-up capital of our
Company was sub-divided from 10,443,957 equity shares of face value of ^10 each to 104,439,570
Equity Shares of face value of ^1 each.

4. Further the Company has issued and allotted 8,07,53,110 [Eight Crore Seven Lakh Fifty-Three
Thousand One Hundred Ten] Equity Shares of Rs. 1/- [Indian Rupees One Only] each at a premium of
Rs. 143.90/- [Indian Rupees One Hundred Forty-Three and Nine Tenths Only] per share aggregating to
amount of Rs. 1170,11,25,639/- [Indian Rupees One Thousand One Hundred Seventy Crore Eleven
Lakh Twenty-Five Thousand Six Hundred Thirty Ninety Only] on right basis.

5. Further the Company has issued and allotted 2,34,65,150 Equity Shares (Two Crore Thirty-Four Lakhs
Sixty-Five Thousand One Hundred and Fifty) at a face value of Rs. 1 /- (Rupee One Only) per share at a
premium of Rs. 616.9/- (Rupees Six Hundred Sixteen and Ninety Paise Only) per share amounting to
Rs. 14,49,91,16,185/- (Rupees One Thousand Four Hundred Forty-Nine Crore Ninety-One Lakh Sixteen
Thousand One Hundred Eighty-Five Only) through Private placement.

6. The Company in order to expand its business in the Hospitality Sector acquired Hotels from the group
Company by entering into Business Transfer Agreements/ Share Accquisition.

7. Further the Company has filed Draft Red Herring Prospectus with SEBI, for listing of Equity Shares of
the Company on main Board Platform of the Bombay Stock Exchange Limited and National Stock
Exchange Limited.

14. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year under review (Financial Year 2023-2024), the Company does not have any Subsidiary, Joint
Ventures or Associate Company/ies.

15. PARTICULARS OF EMPLOYEES:

During the year under review, there was no Employee in receipt of remuneration exceeding Rs.8,50,000/-
per month or Rs. 1,02,00,000/- per annum.

16. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are
not applicable to the Company. Further after closing of the financial year, the Nomination and
Remuneration Committee was constituted as on 5^th September, 2024 and the terms of reference were
adopted on the same date.

17. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;

b. The Directors had 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 financial year and of the profit and loss of the Company for that period.

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Act, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

d. The directors had prepared the annual accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively;

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

18. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 AND SECRETARIAL STANDARD
—2

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are
adequate and operating effectively.

19. AUDITORS:

A) STATUTORY AUDITORS:

At the Annual General Meeting held on 30^th September 2022, M/s S R B C & Co LLP, Chartered Accountant,
Firm Registration No. 324982E/E300003, were appointed as Statutory Auditors of the Company to hold
office till the conclusion of the Annual General Meeting to be held in the year 2027.

B) COST AUDITORS:

The provisions of sub-section (1) of section 148 of the Companies Act, 2013 are not applicable to the
Company.

C) SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act 2013, the Company has appointed Mr. Arun Deshpande,
Company Secretaries, Pune as its Secretarial Auditors to conduct the secretarial audit of the Company
for the Financial Year 2023-24.

The Report of Secretarial Auditor for the Financial Year 2023-24 is annexed to this report as Annexure III
The Comments in Secretarial Audit Report are self-explanatory.

20. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, there were no incidents of fraud in the company.

21. COMMENTS ON THE QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE
BY THE AUDITORS:

The Board would like to inform that no qualification or material reservations / observations observed and
made by the Auditors in their report for the financial year 2023-24.

22. WEB LINK OF ANNUAL RETURN:

As per the provisions of Section 92(3) of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company has been
placed on the website of the Company and can be accessed:

https://www.ventivehospitality.com/

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all the related party transactions were in the ordinary course of business.
However, as a prudent precaution, the Board of Directors has approved all the related party transactions
for FY 2023-24. Subsequently, particulars of contracts or arrangements with related parties in Form AOC-2
forms part of the report as Annexure I.

There were no material transactions with related parties during the year under review.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Since your Company falls under the category of providing infrastructural facilities mentioned under
schedule VI of the Companies Act, 2013, details for providing Particulars of loans, guarantees or
investments would not be applicable.

25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. There is an appropriate mechanism which monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with operating systems, accounting procedures
and policies of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls.

26. DECLARATION BY INDEPENDENT DIRECTORS:

Since, the provisions of Section 149 (4) of the Companies Act, 2013 read with the rules made thereunder
are not applicable to the Company; the appointment of Independent Director/s would not require on the
Board for the financial year ended 31st March 2024.

27. COMMITTEES:

A) CSR COMMITTEE:

Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Board of Directors of your
Company has constituted the CSR Committee. The Committee comprises of the following Directors.

*Ms. Resham Chordia resigned with effect from September 05, 2024.

*Further after the close of the year till the date of this Report, the Audit Committee, Nomination and
Remuneration Committee, Stakeholder Relationship Committee, Risk Management Committee and
Investment Committee were formulated as on 5^th September, 2024.

28. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:

During the Financial Year 2023-24, there was no application made and proceeding initiated /pending
under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against.

29. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:

During the Financial Year 2023-24, there was no application made and proceeding initiated /pending
under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against.

30. ACKNOWLEDGEMENT:

The Directors of the Company wish to place on record their appreciation of the dedication,
professionalism and hard work put in by the employees of the company at all levels. Relationships with
regulatory authorities and clients remain excellent.

The Directors are grateful for the support extended by them and look forward to receive their continued
support and encouragement. The Directors also wish to thank the bankers of the Company for their
continued support.

By Order of the Board of Directors

For Ventive Hospitality Limited

(Formerely known as Ventive Hspitality Private Limited

and ICC Realty (India) Private Limited)

Atul Chordia Nipun Sahani

Director Director

DIN:00054998 DIN:00054998

Address: S. No. 37/1, Ghorpadi, North Main Road Address: House No - 905-B, The

Near A.B.C. Farm, Koregaon Park, Pune 411001 Aralias DLF Phase 5, Gurgaon 122009, Haryana

Date: 25.09.2024

Place: Tech Park One, 5^th Floor, Tower 'D',

Yerwada, Pune - 411006