Gujarat Hotels Ltd

FOR THE FINANCIAL YEAR ENDED 31^ST MARCH, 2024

BUSINESS ENVIRONMENT

The Global economy witnessed another year of deceleration in growth to 3.2% in 2023 (vs 3.5% in 2022) with the slowdown being largely attributable to Advanced Economies, particularly the Euro Area and United Kingdom, and structural weakness in the Chinese Economy. Advanced economies grew by 1.6% with the US Economy belying expectations of recession with a resilient performance in 2023, registering a growth of 2.5% (vs 1.9% in 2022). Emerging markets and Developing Economies grew at a relatively faster pace of 4.3% (vs 4.1% in 2022), though remaining well below the long period average.

The recent conflicts in the Middle East, extreme weather events and the overlapping shocks of the past few years in the form of COVID pandemic, Russia-Ukraine conflict, unprecedented inflation and subsequent sharp increase in interest rates have rendered the global macroeconomic environment highly uncertain and unstable.

Going forward, aggregate global economic growth as per International Monetary Fund (IMF) estimates is expected to remain subdued at 3.2% in 2024, well below the historical (2009-2019) annual average of 3.8%. In 2024, Advanced economies are projected to grow at 1.7% while Emerging Markets and Developing Economies are estimated to grow at 4.2%. India remained a relatively bright spot amidst the global slowdown, recording robust Real GDP growth of 7.6% in the

Financial Year 2023-24. Growth was primarily driven by fixed investments led by Government's thrust on infrastructure creation and household investments in real estate.

The global tourism industry demonstrated remarkable resilience and adaptability in 2023. During the year, tourist arrivals internationally were 1,286 million, showing a 34% increase vis-?-vis 2022 and 88% recovery from the pre-pandemic levels of 2019.

The United Nations World Tourism Organisation (UNWTO) expects international tourism to fully recover to pre-pandemic levels in 2024, with initial estimates pointing to 2% growth above 2019 levels, led by increased air connectivity, visa facilitation and a stronger recovery of Asian destinations.

The year 2023-24 was a year of record results and growth for the Indian Hospitality and Tourism Industry. Indian tourism change (25% or more) in any key financial is being driven by favourable demographics, increasing employment, higher disposable income of young middle class, robust domestic demand, increased investments and improving infrastructure and connectivity.

Foreign tourist arrivals in India for the year 2023 were 9.23 million in comparison with 6.43 million in 2022, registering a growth of 44%. However, the arrivals, which included G20 related business travel in the same year, accounted for only

85% of 2019 figures, when foreign tourist arrivals touched

10.93 million. This clearly indicates future demand potential arising from a revival and growth of the tourism sector.

India's hotel sector is enjoying an Amrit Kaal (Era of Elixir), with another year of record results and growth, achieving All-

India Average Daily Rate(ADR) of 7500, alongside 3 markets with ADR over 10000. Room demand per day in the year

2023-24 was by 65% and 19%, compared to 2015 and 2019, respectively.

During the year under review, your Company earned license fees of 344.02 lakhs (previous year 366.10 lakhs) from ITC Limited ('ITC') and total income of 633.21 lakhs (previous year 563.18 lakhs). Total income showed an increase during the year 2023-24, mainly due to increase in Other Income.

Pre and post-tax profits increased to 585.27 lakhs (previous year 516.82 lakhs) and 472.24 lakhs (previous year 425.19 lakhs), respectively.

PROFIT, DIVIDENDS AND RETAINED EARNINGS

Your Directors are pleased to recommend Final Dividend of

2.50 per Equity Share of 10/- each (previous year 2.00 per Equity Share) for the financial year ended 31^st March, 2024. Total cash outflow on account of Final Dividend will be 94.69 lakhs (previous year 75.75 lakhs).

Pursuant to Schedule V (B) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), there has been no significant. Change in Return on Net Worth of your Company is summarized below:

Return on Net Worth (%) 11.20 11.07 0.13 Increase in Other Income in the current year

Your Company's Hotel, Welcomhotel Vadodara, licensed to

ITC recorded an income of 2,302.63 lakhs during the year as compared to 2,456.87 lakhs in the previous year.

The Food & Beverage segment of your Company's Hotel continues to be a major strength. The Peshawri restaurant & the Welcomcafe Cambay are leaders in premium dining segment.

As reported earlier, your Company has filed a writ petition in the

Gujarat High Court seeking that the Gujarat State Government be directed to take action on your Company's application to have the leasehold land of the Hotel converted to freehold and transferred to your Company as per the existing government policy in this regard. The Hon'ble High Court passed an Order on 24^th December, 2014 restraining the State Government from disturbing the peaceful and actual possession of the Company over the hotel property in any manner including construction thereon. The writ petition is pending.

Your Company is also making all efforts for expeditious conversion of land from leasehold to freehold or in the alternative, extension of the Lease. For further details, please refer to Note No. 20A to the Financial Statements..

Your Company does not have any subsidiary, associate or joint venture.

Your Company is managed by the Board of Directors (‘the Board') and the Executive Management with clearly defined roles, responsibilities and authorities. The Executive

Management is responsible for the day-to-day conduct of the affairs of the Company, within the overall framework approved by the Board. GHL Code of Conduct requires the Management to conform to the financial and accounting policies, systems and processes, conduct business ethically and ensure strict compliance with all applicable laws and regulations. The Code of Conduct has been widely communicated at all levels and provide the foundation for Internal Financial Controls with reference to your Company's Financial Statements.

Your Company's Financial Statements are prepared on the basis of the Material Accounting Policies that are carefully selected by the Management and approved by the Audit Committee and the Board. These Policies are reviewed and updated from time to time and audited by the Internal Auditor whose findings and recommendations are reviewed by the Audit Committee and tracked through till implementation.

Your Company has in place adequate internal financial controls assessed, evaluated and that with reference to Financial Statements. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial information; complying with applicable statutes; and ensuring that transactions are carried out with proper authorisation. Such controls have been assessed during the year taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. Based on the results of this assessment carried out by the

Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed. Nonetheless, your Company recognises that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes are undertaken to ensure that such systems are reinforced on an ongoing basis.

Your Company continues to focus on a system-based approach to manage its business risks. Backed by strong internal control systems, the current Risk Management Framework consists of the following key elements:

The Board has clearly laid down the roles and responsibilities of the Executive Management in relation to risk management covering a range of responsibilities, from strategic to operational. These role definitions, inter-alia, provide the foundation for appropriate risk management procedures, their effective implementation and independent monitoring and reporting by Internal Auditor.

A combination of policies and procedures, bring robustness to the process of ensuring that business risks are effectively addressed.

Appropriate structures are in place to proactively monitor and manage the inherent risks in business with unique / relatively high-risk profiles.

Internal Audit, an independent and external function carries out risk focused audits, enabling identification of areas where risk management processes may need to be further strengthened. These audits are conducted by M/s Shah & Talati, Chartered Accountants who are the Internal Auditor of the Company. The Audit Committee of the Board reviews

Internal Audit findings and provides strategic guidance on internal controls. The Audit Committee closely monitors the internal control environment within your Company, including implementation of action plans emerging out of internal audit findings.

A robust and comprehensive framework of strategic planning and performance management ensures realisation of business objectives based on effective strategy implementation. The annual planning exercise requires identification of top risks and sets out a mitigation plan with agreed timelines and accountabilities. Significant risks are periodically reviewed by the Chief Executive

Officer who confirms that all relevant risks have been identified, mitigation systems have been implemented.

A combination of policies and processes adequately addresses the various risks associated with your Company's business. The risk management practices of your Company and Internal Audit processes, have been found to be relevant and commensurate with the size and complexity of its operations.

Your Company believes that strong internal controls that are commensurate with the size and scale of your Company's operations are concomitant to the principle of governance that freedom of management should be exercised within a framework of appropriate checks and balances.

Your Company remains committed to ensuring a mature and effective internal control environment that, inter-alia provides assurance on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds / errors, accuracy and completeness of accounting records, timely preparation of reliable financial information, adherence with relevant statutes and compliance with related party transactions.

Your Company's independent and robust Internal Audit processes provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements.

M/s Shah & Talati, the Internal Auditor, have assured the Company that they are adequately skilled and resourced to deliver high standards of audit assurances. The Audit Committee of your Board met four times during the year. The Terms of Reference of the Audit Committee, inter-alia, include reviewing the adequacy and effectiveness of the internal control environment, monitoring implementation of

Internal theaction plans emerging out of review of significant Audit findings including those relating to strengthening of your

Company's risk management systems and discharging of statutory mandates.

The Statutory Auditor and Secretarial Auditor of your Company have not reported any fraud to the Audit Committee or the Board under Section 143 (12) of the Companies Act, 2013 (‘the Act') including Rules made thereunder.

Your Company firmly believes that its employees are its core strength and accordingly development of people and providing a favorable work environment is the key priority to drive business objectives and goals.

As part of your Company's commitment to create a place where people can be successful both professionally and personally, efforts are made to create wholistic employee experience with equal importance on growth, engagement, and well-being. Endeavor is also made to provide specially crafted programs and practices to enable employees to perform at their full potential and set them up to succeed.

Your Company is dedicated in providing a safe, conducive and healthy working environment that enables its employees to work without fear of prejudice and gender bias. Your Company has put in place Grievance Redressal Procedures as per the provisions of the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under. Your Company has Internal Committee to ensure that adequate preventive measures are taken and grievances in this regard, if any, are effectively addressed. During the year under review, no complaint relating to sexual harassment was received.

Your Company's Whistleblower Policy encourages all stakeholders including its Directors and employees to promptly bring to the Company's attention, instances of any actual, potential or suspected instances of illegal or unethical conduct, incidents of fraud, actions that undermine the financial integrity of your Company, instances of leak of unpublished price sensitive information that could adversely impact the Company's operations, business performance and / or reputation etc. The Policy requires your Company to investigate such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company's Policy to ensure that no complainant is victimised or harassed for bringing such incidents to the attention of the Company. The implementation of the Whistleblower Policy is overseen by the Audit Committee and no stakeholder was denied access to the Committee during the year. The Whistleblower Policy is available on the Company's website at https://www.gujarathotelsltd.in/policies/policies/Whiste-Blower-Policy.pdf During the year, your Company did not receive any complaint in terms of the Whistle Blower Policy.

During the year, your Company has not accepted any deposit from the public / members, under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

During the year under review, Mr. Nakul Anand (DIN: 00022279) stepped down as Chairman and Non- Executive Director of your Company with effect from close of work on 2^nd January, 2024. Your Directors place on record their appreciation for the contribution made by Mr. Anand during his association with your Company.

The Board on the recommendation of the Nominations and Remuneration Committee, at its meeting held on 11^th January, 2024, appointed Mr. Anil Chadha (DIN: 08073567) as an Additional Director. His appointment, as Director, was approved by the Members of the Company through postal ballot on 28^th February, 2024. Mr. Chadha was also appointed as the

Chairman of your Company effective ^th January, 2024. There were no other changes in the composition of the Board of the Company during the year.

After the close of the financial year 2023-24, Ms. Benita Sharma

(DIN: 08582861) resigned from the position of Non-Executive

Director with effect from close of work on 14^th May, 2024.The Board at its Meeting held on 18th April, 2024, on recommendation of the Nominations and Remunerations Committee, appointed Ms. Sungita Sharma (DIN: 10590445) as an Additional Non–

Executive Independent Director with effect from 15 ^th May, 2024 and re-appointed Mr. Mohan Swarup Bhatnagar (DIN: 00834857) as an Independent Director of the Company with effect from

28^th June, 2024. Further, the appointment of Ms. Sharma and re-appointment of Mr. Bhatnagar were also approved by the Members through Postal Ballot on 30^th May, 2024.

Mr. Narayanan and Mr. CK Koshy will complete their second term as Independent Directors of your Company on 28^th September, 2024. Your Directors place on record their appreciation for the contributions made by them during their tenure with the Company. The Board, on the recommendation of the Nominations and Remuneration Committee, has recommended for the approval of the Members, the appointment of Mr. Sushil Kumar (DIN: 08460461) as Independent Director of the Company for a period of five years as Non-Executive Director, liable to retire by rotation, with effect from 29^th September, 2024. Appropriate resolutions seeking your approval to the above are appearing in the Notice convening the ensuing Annual General Meeting (‘AGM') of your Company.

In accordance with the provisions of Section 152 of the Act read with Article 147 of the Articles of Association of your Company, Mr. Ashish Thakar (DIN: 09383474), Director, will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Your Board has recommended his re-appointment.

Four meetings of the Board were held during the year ended 31^st March, 2024 on 19^th April 2023; 26^th July 2023; 13^th October, 2023 and 11^th January 2024.

The Nominations and Remuneration Committee has laid down the criteria for determining qualifications, positive attributes independence of Directors (including Independent Directors). The criteria inter alia, requires that Non-Executive Directors, be drawn from amongst eminent professionals with experience in business / finance /law / public administration and enterprises

In case of appointment/ re-appointment of Independent Directors, the Nominations and Remuneration Committee evaluates the balance of skills, knowledge and experience on the Board, and also the role and capabilities required for appointment as an Independent Director of your Company. The Board Diversity Policy of the Company requires the Board to have a balance of skills, competencies, experience and diversity of perspectives appropriate to your Company. The skills, expertise and competencies of the Directors as identified by the Board, along with those available in the present mix of the Directors of your Company, are provided in the ‘Report on Corporate Governance', forming part of the Report and Accounts. The Articles of Association of the Company provides that the strength of the Board shall not be fewer than three nor more than twelve. Directors are appointed/ re-appointed with the approval of the Members. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise approved by the Members. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-appointment.

The Independent Directors of your Company have, inter-alia, confirmed that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations, (b) they are independent from the management of your Company, and (c) they are not aware of any circumstance or situation which could impair or impact their ability to discharge duties with an objective, independent judgment and without any external influence. In the opinion of the Board, Mr.ArifMusaPatel(DIN:10051869) the Independent Directors fulfil the conditions prescribed under the Act and the Listing Regulations, and are independent of the management of your Company.

The Company's Policy on remuneration of Directors, Key Managerial Personnel and other employees, as approved by the Board, may be accessed on its website at https://www.gujarathotelsltd.in/policies/policies/Remuneration-Policy.pdf.

During the year under review, the necessary changes as required in the Policy, in order to align the same with recent amendments in law were duly incorporated.

The Nominations and Remuneration Committee, formulated the Policy on Board evaluation, evaluation of Board Committees' functioning and individual Director evaluation, and also specified that such evaluation will be done by the Board. Your Company believes that it is the collective effectiveness of the Board that impacts Company's performance, the primary evaluation platform is that of collective performance of the Board as a whole. Board performance is assessed, interalia, against the roles and responsibilities of the Board as provided in the Act and the Listing Regulations. The parameters for Board performance evaluation have been derived from the Board's core role of trusteeship to protect and enhance shareholder value as well as fulfil expectations of other stakeholders through strategic supervision of your Company. Evaluation of functioning of Board Committees is based on discussions amongst Committee members and are shared by the respective Committee Chairman with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings and in assisting the Board in realizing its role of strategic supervision of the functioning of your Company in pursuit of its purpose and goals. The peer group ratings of the individual Directors are collated and made available to the Chairman of your Company.

While the Board evaluated its performance against the parameters laid down by the Nominations and Remuneration Committee, the evaluation of individual Directors was carried out against the laid down parameters anonymously in order to ensure objectivity. Reports on functioning of the Committees were placed before the Board. The Independent Directors of the Board also reviewed the performance of the Chairman, other non-independent Directors and the Board, pursuant to Schedule IV of the Act and Regulation 25 of the Listing Regulations.

There were no other changes in the Key Managerial Personnel of the Company during the year.

Post the closure of the financial year 2023-24, the Board, the recommendation of the Nominations and Remuneration Committee approved the following:

Appointment of Ms. Swati, as the Company Secretary of your Company with effect from 25^th July, 2024 in place of Ms. Sneha Gupta, who resigned from the same position with effect from close of work on 15 ^th June, 2024.

Appointment of. Mr. Rohit Mallick, as the Chief Executive Officer of your Company with effect from 25 ^th July, 2024 in place of Mr. Avinash Deshmukh who resigned from the same position with effect from close of work on

5^th July, 2024.

Appointment of Mr. Abhishek Kanodia, as the Chief Financial Officer of your Company with effect from

26^th July, 2024 in place of Mr. Nitish Goenka, who resigned from the same position with effect from close of work on

25^th July, 2024.

The composition of the Audit Committee is provided under the section ‘Board of Directors & Committees' in the Report and Accounts.

Messrs. K C Mehta & Co LLP, (‘KCM') Chartered Accountants (Firm Registration No. 106237W/W100829), were re-appointed as the Company's Statutory Auditor with your approval at the Fortieth AGM held on 23^rd August, 2022, to hold such office for a period of five years, till the conclusion of the Forty Fifth AGM of the Company.

KCM have submitted their Report on the Financial Statements of the Company which forms part of this Report and Accounts.

There is no qualification, reservation, adverse remark disclaimer given by the Statutory Auditor in their Report for the financial year ended 31^st March, 2024.

Pursuant to Section 142 of the Act, the Board, on the recommendation of the Audit Committee, has recommended for the approval of the Members, the remuneration of KCM to conduct the statutory audit of the Company for the financial year 2024-25. Appropriate resolution seeking your approval to the above is appearing in the Notice convening the ensuing AGM of the Company.

Ms. Nayan Handa, Company Secretary in Practice, Partner, Messrs. Mehta & Mehta, Company Secretaries was appointed by the Board as the Secretarial Auditor of your Company for the financial year ended 31^st March, 2024. The Secretarial

Auditor have confirmed that your Company has complied with the applicable laws and that there are adequate systems and processes in your Company commensurate with its size and scale of operations to monitor and ensure compliance with the applicable laws.

The Report of the Secretarial Auditor, pursuant to Section 204 of the Act, is provided in Annexure 1 of this Report. There is no qualification, reservation adverse remark or disclaimer given by the Secretarial Auditor in their Report for the financial year ended 31^st March, 2024.

During the year under review, all contracts or arrangements entered into by your Company with its related parties were in accordance with the provisions of the Act and the Listing Regulations. All such contracts or arrangements were approved by the Audit Committee and were in the ordinary course of business and on arm's length basis.

Disclosure on transactions entered with Related Parties during the financial year 2023-24 are also covered in the Notes to

Financial Statements.

The details of related party transactions of the Company in prescribed Form AOC-2, in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in Annexure 2 to this Report. Your Company's Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Company's website at https://www.gujarathotelsltd.in/policies/2022/Policy-on-Related-Party-Transcations_GHL.pdf.

As required under Section 134 of the Act, your Directors confirm having: a) followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any; b) 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 your Company at the end of the financial year and of the profit of your Company for that period; c) taken proper and adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; d) prepared the Annual Accounts on a going concern basis; e) laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and operating effectively; and f) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The certificate of your Messrs. K C Mehta & Co LLP, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations, is annexed as Annexure 3 to the Report.

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

The Company is not required to maintain cost records in terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

During the year under review, no significant was passed, by any Regulator, Court or Tribunal impacting the going concern status of the Company or its future operations.

The Annual Return of the Company is available on its website at https://www.gujarathotelsltd.in/Annual_Return.html.

During the year under review, the Company has neither given any loan or guarantee nor made any investment under the provisions of Section 186 of the Act.

Particulars as required under Section 134 of the Act relating to Conservation of Energy, Technology Absorption and Foreign Exchange are provided below:

Conservation of Energy: a) Steps taken or impact on conservation of energy:

Your Company's hotel is committed to adopt eco-friendly and energy conservation practices at its hotel and has accordingly, initiated several eco-friendly processes for energy and water conservation, waste management and measures to control water, noise and environmental pollution. Routine maintenance is performed to keep all equipment in the most efficient state operations.

As a result of the aforesaid measures, optimum utilization of energy is being achieved in electrical units, PNG and water consumption. b) Steps taken for utilising alternate sources of energy: NIL

c) Capital investment on energy conservation equipment: NIL

Company's Technology Absorption: Statutory Auditor, a) Efforts made towards technology absorption and benefits derived:NIL b) Expenditure incurred on research and development: NIL

The Hotel being a licensed property, the foreign exchange earnings and expenditure belongs to the licensee.

The total number of employees of your Company as on 31^st March, 2024 stood at 155 (including employees on deputation from ITC).

The information required under Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration or material order of Managerial Personnel) Rules, 2014, are provided in Annexure 4 forming part of this Report.

This Report contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words ‘anticipate', ‘believe', ‘estimate', ‘expect', ‘intend', ‘will' and other similar expressions as they relate to the Company are intended to identify such forward-looking statements. Your Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates.

This Report should be read in conjunction with the financial statements included herein and the notes thereto.

Your Company continues to monitor and respond with agility to the evolving situation while managing the uncertainties in the business environment. Your Directors and employees look forward to the future with a positive attitude and stand committed to deliver their best to create a better future for all stakeholders. of