Directors Report of Grand Continent Hotels Ltd.

Mar 31, 2024

Your directors have pleasure in presenting the 13^th Annual Report of M/S. GRAND CONTINENT HOTELS
PRIVATE LIMITED on the business and operations of the Company along with the Audited Statement of
Accounts and the Auditors'' Report of your Company for the financial year (F.Y.) ended 31^st March, 2024.

1. FINANCIAL RESULTS SUMMARY:

The summary of the Company''s financial performance on a consolidation basis for the F.Y. 2023-24 is
given below:

(Figures in ^ Cr)

Particulars	For the Year ended 31.03.2024	For the Year ended 31.03.2023
Revenue from Operations	32.07	16.75
Other Income	0.29	0.25
Total Income	32.36	17.00
Total Expenses	26.45	15.12
Profit/(Loss) for the Year Before Taxation	5.92	1.88
Tax Expenses	(0.12)	0.02
(a) Current Tax	0.1	0.02
(b) Deferred Tax	(0.22)	0
Profit/(Loss) after tax	6.04	1.86
Earnings Per Share
Basic	27.31	18.44
Diluted	27.31	18.44

2. BUSINESS UPDATES:

Grand Continent Hotels (GCH) opened the fiscal year 23-24 with 8 hotels and 350 keys across
Bangalore and Tirupati. 2 of these hotels were opened by executing partnership deeds towards the
latter half of fiscal year 22-23.

In FY 23-24, these 8 units performed as per plan and provided occupancy level higher than 75% on an
average and operating margins in the range of 30-35% for leased properties and >55% for owned units.
In the course of FY 23-24, GCH went on to raise equity - the promoters converted about ^298.90 lacs
of their debt to equity. GCH has been delighted to have on board marquee shareholders who together
provided ^ 2,242.62 lacs into the equity pool.

GCH has utilized the equity thus raised, for growth. In FY 23-24, GCH portfolio reflected a growth with
12 operating hotels with 550 keys and another 6 hotels (~300 keys) inn various project stages. GCH is
raising a further ^750 lacs to enable these 6 hotels go live in Q1 of FY 24-25. These new portfolio hotels
have also enabled GCH to spread to other geographies such as Tamil Nadu (Hosur, Chennai), Telangana
(Secunderabad, Gachibowli), Mysore & Goa.

As promised, GCH has ensured that

¦ the growth cost of these units are within the ^5-6 lacs per key bracket,

¦ the average TAT from recognition to go live has been retained <120 days.

In the growth embarkation program, GCH recognized the need to re-engineer business and operating
process, improve operating tools and incorporate more competent professionals. A guideline program
was established and the same is being implemented in stages as we gather today.

GCH also completed an ambitious program with franchise partners Sarovar Hotels to rechristen units
as "Grand Continent - "Unit location" | A Sarovar Portico Affliate Hotel". This has helped GCH move
from being the subordinate brand to the primary brand, while reducing the fee structure considerably.
May I add, this was a first in the industry.

In FY 24-25, GCH has already

¦ Migrated to newer and more efficient tools for HRMS, F&A, P2P;

¦ On boarded KMP positions (COO, Proc lead, HR lead) and statutory roles of CFO & CS
a corporate office has been duly established;

¦ On boarded new age and more impactful statutory auditors, tax consultants, internal
auditors, PCS.

GCH is now in a readiness state to

¦ Operate the 18 hotels with high hospitality service and business performance levels -
satisfying guests, employees and shareholders alike;

¦ Improve the board composition;

¦ On board competent advisors/professionals to improve usage of technology (process &
marketing), project management and environment advisory.

GCH aims to add about 1000 keys every fiscal from FY 25-26; GCH aims to achieve 5000 keys
(operational project stage) target by FY 27-28.

3. HIGHLIGHTS:

During the year under review, the consolidated operating revenue of your Company has been
recorded as ^ 32,06,79,738/- as compared to ^ 16,75,71,845/- in the previous year. The Net
Profit/(Loss) after tax of your Company is ^ 6,03,75,531.66/- as compared to ^ 1,86,28,841.01/- in
the previous year. Your Company has turned to profits in the current year.

Your Directors are hopeful for the bright future of the Company in the years to come.

4. STATE OF COMPANY''S AFFAIRS:

The Company is engaged in the business of managing and operating hotels. Therefore, Your
Directors would like to inform that Company is doing its regular business without any deviation to
other objects during the financial year ended 31^st March, 2024.

During the Financial Year 2023-2024, your Company has managed the affairs in a fair and
transparent manner. This is vital to gain and retain the trust of our stakeholders.

5. CHANGE OF NAME OF THE COMPANY:

The Company has not changed its name during the period under review.

6. TRANSFER TO RESERVE:

The Accounting Standards permit that the amount of Profit after tax be included in the Reserve &
Surplus Schedule to the Balance Sheet.

The Company has duly allocated the requisite amount to its General Reserves, as specified in Note
No. 4 of the Consolidated Financial Statements, for the fiscal year ending March 31, 2024.

7. DIVIDEND:

The Board of Directors of your Company, after considering holistically the relevant circumstances,
has decided that it would be prudent, not to recommend any Dividend for the year under review.

8. DEPOSITS:

During the Financial Year 2023-24, your Company has not accepted deposits covered under Chapter
V of the Companies Act, 2013, i.e., deposits within the meaning of Rule 2(1)(c) of the Companies
(Acceptance of Deposits) Rules, 2014.

9. PARTICULARS OF INTER-CORPORATE LOANS & INVESTMENT:

During the year under review, the disclosure related to the loan given, investments made,
guarantees or securities given to any person or body corporate is as per the Notes to the Audited
Financial Statements, which are self-explanatory in nature.

10. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions that were entered into during the financial year 2023-24 were on
an arm''s length basis and were in the ordinary course of business. For the details of contract or
arrangements made during the year with related parties which requires disclosure under Section
134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014,
your Directors draw attention to Note No. 32 of the Audited Financial Statements which sets out
related party disclosures. The disclosures of related party transaction in Form AOC-2 which is
enclosed as "Annexure - I" of this Report.

11. SHARE CAPITAL:

a. Authorized Share Capital: The Authorised Share Capital of the Company as on 31^st March, 2024 is
^6,00,00,000/-. The Authorised Share Capital includes -

i. 60,00,000 Equity Shares of ^10 each aggregating to ^6,00,00,000.

b. Paid up Equity Capital: The paid-up Equity Share Capital of the Company as on 31^st March, 2024 is
^3,99,02,500/-. The Paid-up share Capital includes -

i. 39,90,250 Equity Shares of ^10 each aggregating to ^ 3,99,02,500.

c. Buy Back of Securities: The Company has not bought back any of its securities during the year under
review.

d. Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under review.

e. Bonus Shares: No Bonus Shares were issued during the year under review.

f. Employees Stock Option Plan: No Employee Stock Option Plan approved for the year under review.

g. Further / Right Issue: The Company has issued 29,80,250 Equity Shares of ^10 each aggregating to
^2,98,02,500 during the year under review.

Further, the members of the Company in their EGM held on 18^th March, 2024 issued 25,500 warrants
of ^10/- each at a premium ^285/- each aggregating to ^75,22,500 which shall be converted into
equity as per the terms annexed to the resolution and paid up capital shall be increased accordingly.

12. DETAILS OF SUBSIDIARY/ASSOCIATE AND JOINT VENTURES COMPANIES:

As on March 2024, the company does not have any Subsidiary, Joint Venture or Associate
Company. Requisite informations, if any are attached vide Annexure-llforms part of this report.

13. INVESTMENT IN JOINT VENTURES:

The Company has made no additional investment in Joint Venture during the Financial Year 2023-24.

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

The particulars pursuant to the provisions of Section 134(3)(m) & Rule 8(3) of Companies (Accounts)
Rules, 2014 regarding the details of energy conservation, technology absorption and foreign
exchange earnings and outgo is not applicable to the Company.

Independently, your company has achieved the below:

1. Reducing Plastic - Guest room amenities migrating from single portion PET bottles to room
dispensers - Migration in process to be completed for all units before 2025

2. Energy:

a. Renewable Energy - Inhouse Solar Power generation will be implemented for two
upcoming projects within FY25

b. Motion Sensors - All new units are fitted with motion sensors in common areas

3. Reduce water consumption -

a. Inline heat pumps - All projects with inline heat pumps this helps save electricity and
the water.

b. ECO Taps - Planned for FY25

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Following is the composition of Board of Directors as on 31^st March 2024 -

Sr. No.	Name of the Directors	DIN	Date of Appointment	Designation	Date of cessation
1.	Mr. Ramesh Siva	02449456	11/11/2011	Director	-
2.	Mrs.Vittal Vidya Ramesh	02127241	11/11/2011	Director	-
3.	Mr. Deepthi Shiva	08416405	13/03/2019	Director	-

None of the Directors are disqualified for being appointed as the Director of the Company in terms
of Section 164 of the Companies Act, 2013.

During the year under review, there has been no change in the constitution of the Board of
Directors of the Company.

Following is the composition of KMP as on 31^st March 2024 -

Sr. No.	Name of the KMP	DIN	Date of appointment	Designation	Date of cessation
1.	Mr. Ananthakrishnan Veeraraghavan	NA	06/02/2024	CFO

*NOTE: ADDITIONALLY, UMA JHAWAR IS DESIGNATED AS COMPNAY SECRETARY ON 14.05.2024 AS THE KEY
MANAGERIAL PERSONNEL OF THE COMPANY.

16. NUMBER OF BOARD MEETINGS:

During the financial year 2023-24, the Board of Directors of the Company duly met fourteen (14)
times taking into consideration the intervening gap between the two meetings as prescribed under
the Companies Act, 2013.

The following Meetings of the Board of Directors were held during the F.Y. 2023-24:

SR. NO.	DATE OF MEETING(S)	BOARD STRENGTH	NO. OF DIRECTORS PRESENT
1	30-05-2023	3	3
2	24-07-2023	3	3
3	12-08-2023	3	3
4	29-09-2023	3	2
5	30-09-2023	3	3
6	10-10-2023	3	2
7	17-10-2023	3	2

8	20-11-2023	3	2
9	28-11-2023	3	2
10	03-01-2024	3	2
11	08-01-2024	3	2
12	20-02-2024	3	2
13	08-03-2024	3	2
14	28-03-2024	3	2
SUMMARISED ATTENDANCE
SR. NO.	NAME OF DIRECTOR (S)	MEETINGS HELD DURING THE YEAR	NO. OF BOARD MEETINGS ATTENDED
1	Mr. Ramesh Siva	14	14
2	Mrs. Vittal Vidya Ramesh	14	14
3	Mr. Deepthi Shiva	14	4

17. DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year
ended 31^st March, 2024, are in full conformity with the requirement of the Companies Act, 2013.
The Directors to the best of their knowledge and belief, confirm that: -

a. In the preparation of the annual accounts for the financial year ended 31^st March, 2024, the
applicable accounting standards read with the requirements set out under Schedule III of the Act,
have been followed and there are no material departures from the same;

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 2023-24 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 this 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 on a going concern basis;

e. The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining
to laying down internal financial controls is not applicable to the Company; and

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

18. AUDITORS:

a. Statutory Auditors

The Chairman apprised the Board that there has been a casual vacancy of an auditor due to the
resignation of previous auditor i.e M/s. K Srirangarajan & Associates on 5th March, 2024 for
conducting Statutory Audit of the company for the FY 23-24 onwards.

Therefore, the company has to appoint the new auditor pursuant to Section 139(8) of the
Companies Act, 2013 in their place to conduct the audit for the said financial year.

Henceforth, the Board proposed & considered the appointment of M/s. Bhuta Shah & Co. LLP [FRN:
101474W], Mumbai as Statutory Auditor of the Company for the Financial Year 2023-24 by duly
convening member''s Meeting. M/s. Bhuta Shah & Co. LLP shall be liable hold the office as Statutory
Auditor till the conclusion of ensuing Annual General Meeting on such remuneration as may be
decided by the Board and for further five years subject to approval of the members of the said
AGM. There are no qualifications or adverse remarks in the Auditor''s Report which require any
clarification/ explanation.

The Notes on financial statements are all self-explanatory.

The Statutory Auditors have confirmed their eligibility pursuant to section 139 and 141 of the
Companies Act 2013.

b. Cost Auditors

The Cost audit of the Company has not been conducted for the financial year 2023-24 as the provisions
of Section 148 of the Act are not applicable to the Company.

c. Secretarial Auditors

The Secretarial audit of the Company has not been conducted for the financial year 2023-24 as the
provisions of Section 204 of the Companies Act, 2013 are not applicable to the Company.

d. Internal Auditors

The Internal audit of the Company has not been conducted for the financial year 2023-24 as the
provisions of Section 138 (1) of the Act are not applicable to the Company

19. BOARD''S COMMENTS ON QUALIFICATION, RESERVATION & ADVERSE REMARKS OR DISCLAIMER
MADE BY THE AUDITORS:

The observation made by the Statutory Auditors in their Report are self-explanatory and therefore,
do not call for any further comments under section 134(3)(f) of the Act.

20. DETAIL OF FRAUD AS PER AUDITORS REPORT:

During the Financial Year 2023-24 the Statutory Auditors have not reported any incident of fraud
to the Board of Directors of the Company pursuant to provisions of Section 143(12) of the Act.

21. WEB LINK OF ANNUAL RETURN, IF ANY:

The requirement to prepare & file F- MGT-9 is done away with vide the Companies (Management and
Administration) Amendment Rules, 2021- notification no. G.S.R.159(E). dtd. 05th March, 2021.
However, the Annual return of the company will be uploaded on its website viz
https://grandcontinenthotels.com

22. MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
OCCURRED BETWEEN THE DATE OF CLOSURE OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THIS REPORT:

Except as stated in this Report, there have been no material changes and commitments affecting
the financial position of your Company which have occurred between 31^st March, 2024 and

the date of this Directors'' Report.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS,
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE:

There is no such order passed by the Regulators or Courts or Tribunals in respect to the Company
during the financial year impacting the going concern status of the Company and Company''s
operations in future.

24. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

Your Board is of the view that there are no such risks which may threaten the existence of the
Company except the general industry risk. Efficient risk control and management measures are
adopted by the Company to address the same.

25. INTERNAL FINANCIAL CONTROLS:

The Company has maintained adequate financial control system, commensurate with the size, scale
and complexity of its operations.

26. CORPORATE SOCIAL RESPONSIBILITY:

During the Financial Year 2023-24, the provisions of Section 135 of the Act read with Companies
(Corporate Social Responsibility) Rules, 2014 were not applicable to the Company.

27. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

The company has adopted a Policy on prevention of Sexual Harassment at the Workplace in line with
the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013 ("POSH Act") and rules made thereunder.

The said policy allows every employee to freely report any such act and prompt action will be taken
thereon and laid down severe punishment for any such act.

As per the requirement the act, your Company states that there were no cases or complaints filed.

28. VIGIL MECHANISM:

The provisions of Section 177 of the Act with respect to establishment of Vigil Mechanism is not
applicable to the Company.

29. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore, there were no funds which were required to be transferred to Investor Education and
Protection Fund (IEPF).

30. PARTICULARS OF EMPLOYEES:

None of the employees who have worked throughout the year or a part of the financial year were
getting remuneration in excess of the threshold mentioned under Section 197(12) of the Act read
with rule 5(2) of Companies (Appointment and Remuneration) Rules, 2014.

31. SECRETARIAL STANDARDS:

The Company has followed the applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to
''Meeting of the Board of Directors'' and ''General Meetings'' respectively.

32. ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their appreciation and sincere gratitude to
the Government of India, Government of Maharashtra, Share Holders, various authorities and the
Bankers to the Company for their valuable support and look forward to their continued co-operation
in the years to come.

Your directors acknowledge with gratitude the dedicated support and co-operation received from
the employees of the Company.

FOR, GRAND CONTINENT HOTELS PRIVATE LIMITED

Ramesh Siva Vidya Ramesh

Director Director

DIN: 02449456 DIN:02127241

Place: Bangalore
Date: 31/05/2024