Robust Hotels Ltd

Your Board has pleasure in presenting the 18th Annual Report of the Company together with the audited financial statements of the Company for the financial year ended 31st March, 2025.

The operating performance of the Hotel Hyatt Regency Chennai is given below: (Rs. In Lakhs)

The Hotel performance was very good during the year with a revenue growth of 11.31%. This was possible only due to increase in occupancy level and ADR of the hotel by 9%.

The financial performance of the Company for the year under review is as follows:

The Company made a record turnover of Rs.13,628/- lakhs for the financial year 2024-25. It also registered other income of Rs.1,993/- lakhs.

The increase in other income is mainly on account of interest received on the deposit of Rs.15.12 crores with the Registrar (Administration), High Court, Madras. The deposit was made pursuant to order of supreme court in the case filed against the company by EIH Limited & Oberoi Hotels Private Limited ("other party") in 2016.The other details of the case are mentioned below in the report.

The EBIDTA has increased by 40% as compared to previous year due to increase in hotel operations profit and other income as stated above. Hence the PBT & PAT has witnessed a multifold growth as compared to previous year.

Company had earlier deposited Rs.15.12 crores with the Registrar (Administration), High Court, Madras in the litigation initiated against the Company by EIH Limited & Oberoi Hotels Private Limited ("other party") as per the order of the Hon'ble Supreme Court in the civil appeal in 2016.

The Company received favorable order from the Single Judge of Madras High Court at the trail conducted as per the order of the Hon'ble Supreme Court.

However, the other party preferred an appeal before the division bench in 2021. The appeal was heard and dismissed by the Division Bench on 17.12.2024. Based on the order, the Company received the refund of the above mentioned deposit along with interest of Rs 5.75 crores from the Registrar (Administration), High Court, Madras.

The Company has not given any loans and advances to any other body corporate and associates except to M/s. Novak Hotels Private Limited, with the prior approval of shareholders under Regulation 23 of SEBI (LODR) Regulation, 2015 and Section 186 of the Companies Act, 2013 during the financial year 2024-25.

The details of the investments made by the Company and guarantees provided by the Company are given in the notes to the financial statements.

The Board do not recommend any dividend for the financial year 2024-25 in order to stabilize the financial position of the company.

There is no change in the Share Capital of the company during the financial year 2024-25.

The Company has not accepted any deposit from public during the financial year 2024-25.

There has been no change in the nature of business of the company.

The Company further extended financial support to M/s. Novak Hotels Private Limited to the extent of Rs.18.9 crores by way of short term loan which is duly approved by the shareholders.

As on date of reporting, the Company does not have any Subsidiary or Associate Company.

Pursuant to the provisions of Section 149, 152 & 203 of the Companies Act, 2013, the Board of Directors is duly constituted. The Directors and key managerial persons as on date of this report:

During the year under review, following changes occurred in the composition of the Board of Directors and KMP:

All the Directors have submitted form MBP-1 with your Company as required under Section 184 read with Rule 9 of the Companies (Meetings of Board and its Powers) Rules, 2014 along with DIR-8 as required under Section 164 of the Companies Act, 2013.

All the Independent Directors of the Company have given their declaration under Section 149 (7) of the Companies Act, 2013, confirming that they are in compliance with the criteria as laid down in the said Section for being an Independent Director of the Company. Further, there has been no change in the circumstances which may affect their status as Independent Director during the year.

The Statement of Declarations from Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and the relevant rules and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 has been obtained from Independent Directors and the Board has taken on record the same.

All the Independent Directors have registered with the databank of Independent Directors developed by the Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Companies Act, 2013 and obtained ID registration certificate. Further the Independent Directors have also declared that in the event of expiry of their registration with the Databank, they shall take the necessary steps to renew their registration in accordance with the relevant rules of the Companies Act 2013.

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for the selection and appointment of Directors, Senior Management and their remuneration.

The details of the number of meetings of the Board of Directors are included as a part of Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee of the Company has been constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Audit Committee are included as a part of Corporate Governance Report.

The Nomination and Remuneration Committee of the Company has been constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Nomination and Remuneration Committee are included as part of the Corporate Governance Report.

The constitution of Stakeholders Relationship Committee is as per the provisions of Section 178(5) of the Companies Act, 2013 read with Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Stakeholder's Relationship Committee are included as part of the Corporate Governance Report.

During the year 2024-25, the Board of Directors on 6th February, 2025 have carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR), 2015.

The evaluation of the Board of Directors was based on criteria such as appropriateness of Board composition and structure, decisions passed by the Board of Directors, awareness on Industry operations, compliance with applicable laws, succession planning, strategic planning, implementation of guidelines or strategies decided by the Board of Directors etc.

The evaluation of the Committees was based on criteria such as composition, functioning, competencies of the members, frequency of meetings, procedures, monitoring, advisory role, timely reporting to Board of Directors, etc.

During the year 2024-25, the Independent Directors of the Company had met on 31st January, 2025 to review the performance of the Non-Independent Directors, Chairman (after taking into account the views of Executive and Non-Executive Directors of the Company) and Board as a whole and also the access, quality, quantity and timeliness of the flow of information between the Company's Management and the Board.

The Board members were provided with necessary documents, reports and internal policies to enable them to familiarize with the Company's procedures and practices. The details of such familiarization programs for the Independent Directors are posted on the website of the Company.

The Company has formulated and adopted a vigil mechanism for employees to report genuine concerns to the Chairman of the Audit Committee. The policy provides opportunities for employees to access in good faith, the Audit Committee, if they observe unethical and improper practices. The Whistle Blower policy of the Company is available in the website of the Company. The link for the same is https://www.robusthotels.in/

The Company has adopted a code for prevention of insider trading with a view to regulate trading and securities by the Directors and Designated Employees of the Company. The code inter-alia prohibits the purchase or sale of Company's Securities while in possession of unpublished price sensitive information and during the period when the trading window is closed.

The Board oversees risk identification, its mitigation and its management through the office of the Chief Financial Officer of the Company. However, the risk management committee has been formed w.e.f 27.05.2025 to monitor and review risk management.

The Register of Members and Share Transfer Books of the company will be closed suitably prior to holding Annual General Meeting.

M/s. V Singhi and Associates, Chartered Accountants, Kolkata (Firm Registration No.- 311017E) were appointed as the Statutory Auditors of the Company at the 15th Annual General Meeting held on 05th September, 2022 to hold office for a period of 5 years up to the conclusion of the 20th Annual General Meeting of the Company.

The report of the Statutory Auditors on Financial Statements for the financial year under review does not contain any qualification, reservation, adverse remark or disclaimer. Also, no offence of fraud was reported by the Auditors of the Company.The notes on accounts referred to in the Auditors' Report are self-explanatory and therefore, do not call for any further comments.

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, your Board, based on the recommendation of the Audit Committee, re-appointed M/s. S P R & CO, Chartered Accountants, Chennai (Firm No: 009784S), to conduct internal audit for the financial year 2024-25.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Board had appointed M/s. V Mahesh & Associates, Practicing Company Secretary, Chennai (C.P. No: 2473) to undertake Secretarial Audit of your Company for the financial year 2024-25. The Secretarial Audit Report in Form MR-3 for the financial year ended 31st March, 2025 is annexed herewith marked as Annexure-III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. However, the following observation was made to the report and the explanation of the company for the same is given below:

1. Pursuant to sub section 6 of section 149 of The Companies Act, 2013 read with rule 4 and 6 of The Companies (Appointment and Qualification of Directors) Rule, 2014 it is mandated that in the absence of a Chairperson, the Board of Directors shall be comprised of at least _fty percent Independent Directors.

During the review period, the reappointment of an Independent Director Mrs. Rita Bhimani was undertaken following the conclusion of their previous tenure. There was a technical non-compliance with respect to the above which was redressed before the date of issue of this report. Reply: As stated above the re-appointment of Mrs. Rita Bhimani as Non-Executive Independent Director with effect from 13.01.2025 for a period of 4 years (second term) was approved by shareholders via Postal Ballot remote e-voting on 14.05.2025.

2. Pursuant to the SEBI circular dated 9th September, 2015 (CIR/CFD/CMD/4/2015) every listed company needs to disclose Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer, Company Secretary etc.), Auditor and Compliance Officer.

During the review period, while the notice regarding the appointment of the Secretarial Auditor was intimated to the Stock Exchanges, the formal disclosure of the appointment was not made as part of the regular communication process. The management has contended that such disclosure is recommendatory in nature and not mandated under the applicable statutory provisions. It is further noted that the appointment has been disclosed in the Annual Report, which is available on both the Stock Exchange and the Company's website. Additionally, the appointment was duly intimated to the regulatory authorities through the filing of Form MGT-14.

3. Pursuant to sub regulation 1 of regulation 17 SEBI (Listing Obligations and Disclosure Requirement), 2015 and 149 and 196 of the Companies Act, 2013 Board of Directors shall have an optimum combination of executive and non-executive directors with at least one woman director and not less than _fty percent (50%) of the board of directors shall comprise of non-executive directors.

Pursuant to Section 149 and 196 of the Companies Act, 2013 and regulation 17 of SEBI (LODR) 2015, Board of a company shall have a Managing Director or Manager or a Whole Time Director.

During the review period, it is observed that the "Manager" appointed by the Company in terms of Section 196 of the Companies Act, 2013, read with the rules thereon, as a KMP, term of office concluded on 08.08.2024, though the said person continues in the employment of the Company. The Board of the Company, it is seen, is taking steps to re-appoint the said person as "Manager" as per the provisions of the Act, with effect from the said date for a period of two years.

The information required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to conservation of energy, technology absorption and foreign exchanges earning and outgo to the extent possible in the opinion of your Directors, is annexed hereto being Annexure-II and forming part of this Report.

During the financial year 2024-25, the contracts and arrangements entered by the Company with related parties were on "Arm's Length" basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interests of the Company at large.

The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company's Website.

The details of contracts or arrangements with related parties entered during the year are given in form AOC-2 and is appended as Annexure-I to the Board's report.

Information on transactions with related parties to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in the accompanying notes to the financial statements.

The duly certified copy of Annual Return for the Financial Year ended 31st March 2025, as prescribed under Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the website of the Company www.robusthotels.in

The Company has no employee falling under the categories mentioned in Rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Your Company has an Internal Control System which is commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. To maintain its objectivity and independence, the reporting is done to the Chairman of the Audit Committee of the Board.

The Audit Committee monitors and evaluates the efficacy and adequacy of internal control systems in your Company, its compliance with operating systems, accounting procedures and policies of your Company. Based on the Internal Audit Report, the Management undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board. In the view of the Statutory Auditors of the Company, the internal financial controls with respect to financial reporting were adequate and operating effectively during the financial year.

The Company has in place proper measures for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company did not receive any complaint during the financial year 2024-25.

No significant or material orders were passed by the regulators or courts or Tribunals which impact the going concern status and Company's operations in future.

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: (i) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

(ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

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

(iv) The Company do not have any subsidiary and hence, the question of Directors of the Company receiving any remuneration or commission from its subsidiary does not arise.

(v) Policy to be developed and implemented by the Company on corporate social responsibility as the provision of Section 135 of the Companies Act, 2013.

Details in respect of frauds reported by Auditors under sub-section (12) of_section 143_other than those which are reportable to the Central Government is Nil.

(vi) Disclosure of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company and accordingly such accounts and records are not made and maintained.

In accordance with the provisions of sections 134(3)(c) and 134(5) of the Companies Act, 2013 for the preparation of the annual accounts for the financial year ended 31st March, 2025 and based upon representation from the management, the Board states that: a) In the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to materials departures, if any; b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and of the profit and loss of the Company for that period; c) The Directors have 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 have prepared the annual accounts for the year ended 31st March, 2025 on a ‘going concern' basis; e) The Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively; and f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Directors wish to express their sincere thanks for the valuable assistance extended by Financial Institutions, Banks, Investors and Government of Tamil Nadu to the Company. The Directors also extend their sincere thanks to the employees for their support.

For and on behalf of the Board of Directors