The Board of Directors hereby submit the 14th Annual Report of the business and operations of Company Grand Continent
Hotels Limited (Formerly Known as Grand Continent Hotels Private Limited) (“the Company”), along with the audited financial
statements, for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS (' in Lakhs)

2. STATE OF COMPANY’S AFFAIR AND PERFORMANCE REVIEW: -

Grand Continent Hotels (GCH), founded in 2011 by hospitality veteran Ramesh Siva and co-founder Vidya Ramesh,
has emerged as a dynamic force in India’s mid-scale hotel segment. As of 31st March 2025, the company operates
20 hotels across seven cities, offering a total of 956 rooms. GCH remains focused on the mid-scale hospitality seg¬
ment, catering to both mid-priced and upper mid-priced travelers. The company follows an asset-light strategy,
leasing properties for 10-15 years and expanding through franchise partnerships with brands such as Regenta (Royal
Orchid Hotels) and Golden Tulip (Sarovar Hotels). In FY25, GCH reported a 132% increase in operating revenue to
' 73.23 crore and a 161% rise in PAT to ' 10.64 crore, supported by the addition of four new properties and deeper mar¬
ket penetration. There has been no change in the nature of its business during the year under review, and the company
continues to invest in developing its own brand identity and operational capabilities to support a hybrid growth model.

2.1. PERFORMANCE REVIEW:

During FY 2024-25, the company delivered a strong performance, with substantial growth across both standalone
and consolidated operations:

• Standalone Revenue rose from ' 226,304 lakhs to '569,571 lakhs, representing a notable 152% increase.

• Consolidated Revenue increased from '312,369 lakhs to '726,217 lakhs, marking a 132% uplift.

Operational efficiency improved significantly:

• Standalone EBITDA grew from '91,287 lakhs to '123,311 lakhs ( 35%).

• Consolidated EBITDA surged from '98,773 lakhs to '191,802 lakhs ( 94%).

While depreciation and amortization rose (standalone from '6,978 lakhs to '11,333 lakhs; consolidated from
'11,237 lakhs to '14,770 lakhs), and finance cost increased to '50,954 lakhs, profitability strengthened overall:

• Standalone Profit Before Tax (PBT) rose from '51,914 lakhs to '128,226 lakhs (=2.5x).

• Consolidated PBT rose from '55,220 lakhs to '132,238 lakhs (=2.4x).

• Standalone Profit After Tax (PAT) more than doubled from '38,836 lakhs to '106,379 lakhs.

• Consolidated PAT reached '106,787 lakhs, more than twice the '41,150 lakhs recorded in FY 2023-24.

3. DIVIDEND:

The Board has not recommended dividend for the financial year 2024-25.

4. TRANSFER TO GENERAL RESERVE:

No transfers to reserves were made, as no appropriations were required to be made during the Financial Year under
review.

5. SHARE CAPITAL AND CHANGES THEREON:

A. Authorized Capital

The Authorized Capital of the Company as on 31st March 2025 was ' 25,00,00,000/- divided into 2,50,00,000 Equity
Shares of ' 10/- each.

F\/n111Hnn nf Anthnricorl Canital*

B. Paid-Up Capital

The Paid-up Capital of the Company as on March 31st , 2025 was ' 24,91,94,030 /- dividend into 2,49,19,403 Equity
Shares of ' 10/- each

Evolution of Paid up Capital:

C. 16% Redeemable Non-Convertible Debentures [NCDs]

During the financial year 2024-25, the Company issued 16% redeemable Non-Convertible Debentures (NCDs)
amounting to ^8,40,00,000 (Rupees Eight Crore Forty Lakhs) through the allotment of 8,40,000 NCDs of ?100 each,
structured across two distinct series.

6. CHANGE IN NATURE OF BUSINESS:

During the year, the Company has not changed its business or object and continues to be in the same line of business as
the main object of the Company.

7. MATERIAL CHANGES DURING THE YEAR:

7.1. COMPANY CONVERSION INTO PUBLIC ENTITY

The company was converted into a public company following the approval of its members at an Extraordinary Gen¬
eral Meeting held on 27th May, 2024. It was subsequently designated as a public company under the name ‘GRAND
CONTINENT HOTELS LIMITED’ with effect from 30th August, 2024

7.2. CHANGE IN REGISTERED OFFICE OF THE COMPANY

The Company, pursuant to the approval of its members at the Extraordinary General Meeting held on 24th Septem¬
ber 2024, shifted its Registered Office to a new location outside the local limits of the city.

Notably, the new office remains under the jurisdiction of the same Registrar of Companies. This change became
effective from 16th October 2024.

7.3. LISTING INFORMATION OF INITIAL PUBLIC OFFER (IPO)

The Company’s equity shares were listed on the NSE Emerge (SME) Platform on 27th March 2025, under ISIN IN-
E12E301017.

• As of listing, 2,49,19,403 shares were held in dematerialised form.

• Listing fees for FY 2025-26 amounting to '6,62,198 (Rupees Six Lakh Sixty-Two Thousand One Hundred Nine¬
ty-Eight) were duly paid on 25th April 2025.

8. UTILIZATION OF IPO PROCEEDS:

The Company raised funds of ' 6124.38 Lakhs through Initial Public Offering (IPO).

The gross proceeds of IPO has been utilized in the manner as proposed in the Offer Document, the details of which are
hereunder:

Further, there is no deviation/variation in the utilization of the gross proceeds raised through IPO.

9. PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India
& the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules
there under are not applicable.

10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies
Act, 2013 are part of note to Financial Statements for FY 24-25.

11. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31,2025 shall be placed
on the Company’s website on www.grandcontinenthotels.com

12. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the Related Party Transactions entered into during the financial year were on an Arm’s Length basis and in the Ordi¬
nary Course of Business.

Also, No materially significant Related Party Transactions with other related parties which may have a potential conflict
with the interest of the Company at large, were entered during the year by your Company.

Accordingly, the Details of Related Party Transactions which are required to be reported under Section 134(3)(h) read
with Section 188 of the Companies Act, 2013 and rule 8(2) of the Companies(Accounts) Rules,2014 are provided in form
AOC-2 as per ANNEXURE A

The details of the related party transactions for the financial year 2024-25 is given in the notes of the financial state¬
ments which is part of the Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Com¬
pany at https://grandcontinenthotels.com/Policy-on-RPTs.pdf

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES OF THE COMPANY:

As on March 31,2025, the Company did not have any Subsidiary, Joint Venture, or Associate Company within the meaning
of Section 2(6) of the Companies Act, 2013. Accordingly, the requirements relating to preparation of consolidated finan¬
cial statements and the statement containing salient features of the financial statements of Subsidiaries/Associates/
Joint Ventures in Form AOC-1 under Section 129 of the Act are not applicable to the Company.

However, in accordance with the requirements of Indian Accounting Standards (Ind AS) as notified under the Compa¬
nies (Indian Accounting Standards) Rules, 2015, the Company has prepared Consolidated Financial Statements, which
form part of this Annual Report, as certain entities meet the definition of subsidiaries/associates under Ind AS though
they are not considered as such under the Companies Act, 2013.

Further, during the year under review, no entity ceased to be a Subsidiary, Joint Venture, or Associate of the Company.
Details are annexed as Annexure B

14. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going con¬
cern status and the Company’s operations in future.

15. MATERIAL CHANGES AND COMMITMENT IF ANY AFTER THE DATE OF BALANCE SHEET:

There are no material changes and commitments, affecting the financial position of the Company, have occurred be¬
tween the end of financial year of the Company i.e. March 31, 2025 to the date of this Report.

16. TRANSFER TO INVESTOR EDUCTION AND PROTECTION FUND:

During the year, there were no amounts which are required to be transferred, to the Investor’s Education and Protection
Fund by the company.

17. EMPLOYEE STOCK OPTION PLAN:

During the year under review, the company did not grant, allot, or issue any equity shares to its employees under the
Employee Stock Option Plan (ESOP).

18. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the An¬
ti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all
workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow

a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land
where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2024-25, the Company has received NIL complaints on sexual harassment, out of
which NIL complaints have been disposed off and NIL complaints remained pending as of March 31, 2025.
https://grandcontinenthotels.com/POSH-Policy.pdf

19. HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

Your Company’s Health and Safety Policy commits to comply with applicable legal and other requirements connected
with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all em¬
ployees of the Company.

20. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

• aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the
year: Nil

• number of shareholders who approached listed entity for transfer of shares from suspense account during the year:
Nil

• number of shareholders to whom share were transferred from suspense account during the year: Nil

• aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year:
Nil

• voting rights on shares which remain frozen till the rightful owner of such shares claims the shares: Nil

21. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. BOARD OF DIRECTORS

a) COMPOSITION & CHANGE OF BOARD:

The table below gives the composition of the Board and the Directorships held by each of the Directors of the
Company at the end of Financial Year 2024-25.

* Mr. V. Swaminathan was appointed as an Additional Director on May 31, 2024, in the Board Meeting.

He was regularized as a Director in the 13th Annual General Meeting held on June 27, 2024, and subsequently
appointed as a Non-Executive Independent Director in the Board Meeting held on July 18, 2024.

# Mr. Prem Rajani was appointed as an Additional Director on May 31,2024, in the Board Meeting. His designa¬
tion was changed to Non-Executive Independent Director in the 13th Annual General Meeting held on June 27,
2024 and was resigned as an Independent Director on October 28, 2024.

As on March 31, 2025, none of the Directors of the Company were related to each other except Mr. Ramesh
Siva, Managing Director, Mrs. Vittal Vidya Ramesh, Whole-Time Director and Ms. Deepthi Shiva Non Executive
Director who are related to each other as per the provisions of the Act.

The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”). Further, in
pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”), the Company is exempted from the requirement of having composition of Board as per
Regulation 17 of Listing Regulations.

b) Disclosure by Directors U/S 164(2):

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation
under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

c) Calendar of Board Meeting

During the year under review, Board of Directors of the Company met 20 (Twenty) times. The intervening gap be¬
tween the Meetings was within the period prescribed under section 173 of the Act.

Also, the company has passed 5(five)Circular Resolutions dated 05th July 2024, 11th July 2024, 03rd September
2024, 27th September 2024 and 16th October 2024.

The details of attendance of each Director at the Board Meetings are given below:

^A Mr Mithun Jayaraman has ceased to be an Non-Executive Independent Director w.e.f 06th November 2024.

# Mr Prem Rajani has been appointed as an Non-Executive Independent Director on 31st May, 2025 ceased to be an
Independent Director w.e.f 28th October 2024

$ Mr. Chandrasekhar Sundaram has been appointed as an Non-Executive Independent Director w.e.f 05th November
2024 in the duly convened EGM

* Mr.V Swaminathan has been appointed as an Non-Executive Independent Director w.e.f 31st May 2025.

d) General Meetings:

During the year under review, the following General Meetings were held, the details of which are given as under:

e) Retirement by Rotation and subsequent re-appointment:

Mr. Ramesh Siva (DIN: 02449456), Managing Director, is liable to retire by rotation at the ensuing Annual General
Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with
the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at
the ensuing AGM.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard, of the person seeking re-appointment/
appointment as Director are also provided in Notes to the Notice convening the 14th Annual General Meeting.

2. KEY MANAGERIAL PERSONNEL[“KMP”]:

Further. Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are:

• The performance of the Board was evaluated by the Board, after seeking inputs from all the directors, on the ba¬
sis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and
functioning etc.

• The performance of the committees was evaluated by the Board after seeking inputs from the committee members
on the basis of the criteria such as the composition of committees, effectiveness of committee Meetings, etc.

• The Board and the nomination and remuneration committee reviewed the performance of the individual directors
on the basis of the criteria such as the contribution of the individual director to the Board and committee Meetings
like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in Meetings,
etc.

• In addition, the chairman was also evaluated on the key aspects of his role.

Separate Meeting of independent directors was held to evaluate the performance of Non-Independent Directors, perfor¬
mance of the Board as a whole and performance of the chairman, taking into account the views of executive directors
and Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding
the Independent Director being evaluated.

23. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the Board of directors, to the best of their knowledge and ability,
confirm that:

a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have
been followed and no material departures have been made from the same.

b) The Directors selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accor¬
dance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for prevent¬
ing and detecting fraud and other irregularities.

d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concerning basis.

e) The Directors had laid down the financial controls to be followed by the Company and that such Internal Financial
Controls are adequate and operate effectively; 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.

24. DECLARATION OF INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Executive
Independent Directors in line with the act. The Company has received necessary declaration from each Independent
Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in
Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered in the Independent
Director Data Bank.

25. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on March 09, 2025, March 13,2025 and March 31st, 2025.
inter alia, to discuss:

• Review of the performance of the Non-Independent Directors and the Board of Directors as a whole.

• Review the performance of the Chairman of the Company, taking into the account of the views of the Executive and
Non- Executive Directors.

• Assess the quality, content and timeliness of fiow of information between the management and the Board that is
necessary for the Board to effectively and reasonably perform its duties.

26. FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTOR :

The Company has conducted familiarisation programmes for its Independent Directors covering their roles, rights, and
responsibilities.

The Company ensures that Independent Directors (IDs) receive comprehensive orientation, including formal presen¬
tations on business operations, organizational structure, governance procedures, safety, health, and environmental
policies. In addition, our IDs are invited to visit and participate in the inauguration of newly opened hotel properties,
offering them first-hand exposure to operational workfiows, service quality standards, facility layouts, and guest safety
protocols. Such visits part of our structured familiarization programme not only enrich their understanding of the hospi¬
tality business model but also enable meaningful oversight of project execution and regulatory compliance. Details are
available on the website of the Company at https://grandcontinenthotels.com/familarisation-Final.pdf

27. COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are
given hereunder.

A. Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)
read with Section 177 of the Companies Act, 2013 (“Act”) on14th August 2024 and reconstituted on 06th November
2024.

During the year under review, the Audit Committee met 5 (Five) times viz.04th September 2024, 29th September
2024,14th November 2024, 09th March 2025 & 12th March 2025. The intervening gap between two Meetings did not
exceed one hundred and twenty days.

Further, two circular resolutions have been passed on 16th November 2024 & 13th November 2025.

The composition of the Committee and the details of Meetings attended by its members are given below:

*Mr. Mithun Jayaraman resigned as a non-executive independent director as on 06th November 2024.

^A V Swaminathan has been appointed as a chairman upon reconstitution of the committee post resignation of Mr. Mithun
Jayaraman.

# Mr. Chandrasekhar Sundaram is appointed as a non-executive independent director on 05th November 2024.

The Statutory Auditors of the Company are invited in the Meeting of the Committee wherever requirements. Company
Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.

Recommendations of the Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.
Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 The Company has established a vigil
mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the manage¬
ment instances of unethical behavior actual or suspected fraud or violation of the Company’s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or griev¬
ances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism
and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of
vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied
access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of
the Company https://grandcontinenthotels.com/Whistle-Blower-Policy-Final.pdf

B. STAKEHOLDER’S GRIEVANCE & RELATIONSHIP COMMITTEE:

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has con¬
stituted the Stakeholder’s Grievance & Relationship Committee mainly to focus on the redressal of Shareholders’ /
Investors’ Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt
of Annual Report; Dividend Warrants, etc. on 14th August 2024 and reconstituted on 06th November 2024.

During the year under review, Stakeholder’s Grievance & Relationship Committee met 1 (One) time viz on _04th
Septermber, 2024

The composition of the Committee and the details of Meetings attended by its members are given below:

*Mr. Prem Rajani resigned on 28th October 2024 as an Non-Executive Independent Director.

#Mr. Mithun Jayaraman resigned as a Non-Executive Independent Director on 06th November 2024.

^AMr. Chandrasekhar Sundaram is appointed as a Non-Executive Independent Director on 05th November 2024.

s INVESTOR GRIEVANCES REDRESSAL STATUS & STATUS OF SCORES

The details of complaints received and resolved during the Financial Year ended March 31, 2025, are given
in the Table below. The complaints relate to non-receipt of annual report, dividend, share transfers, other
investor grievances, etc.

s Details of complaints received and resolved during the Financial Year 2024 25:

The composition of the Committee and the details of Meetings attended by its members are given below:

*Mr. Prem Rajani resigned as on 28th October 2024

#Mr. Mithun Jayaraman resigned as a Non-Executive Independent Director on 06th November 2024.

^AMr. Chandrasekhar Sundaram is appointed as a Non-Executive Independent Director on 05th November 2024.

• Nomination and Remuneration Policy:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Di¬
rectors. This policy also lays down criteria for selection and appointment of Board Members. The Board of
Directors is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises
of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Mem¬
bers. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration
package with optimum blending of monetary and non-monetary outlay.

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and
Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors
and Key Managerial Personnel.

During the year, there have been no changes to the Policy. The same is annexed to this report as “ANNEXURE
C” and is available on our website https://grandcontinenthotels.com/NRC-Policv.pdf

During the year under review, the details of remuneration paid to Directors and Key Managerial Personnel are
as under:

*Mr. Ananthakrishnan V tendered his resignation w.e.f. 06th November 2024 from the position Chief Financial
Officer and Mr. Mithun Jayaraman was appointed to act as Chief Financial Officer of the company with imme¬
diate effect.

#Ms. Uma Jhawar has tendered her resignation w.e.f. 24th September 2024 from the position of Company Sec¬
retary and continued working as an Assistant Company Secretary till date. The Company has appointed in her
place Ms. Aastha Kochar as Company Secretary & Compliance Officer of the Company w.e.f. 24th September
2024.

28. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits set out in the said rules will be available for inspection at the
Registered Office of the Company during working hours and any member interested in obtaining such information may
write to the Company and the same will be furnished on request. Also, the Disclosures relating to remuneration and
other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Re¬
muneration of Managerial Personnel) Rules, 2014 are provided as an ANNEXURE - D, which forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the afore¬
said information is being sent to the Members of the Company. In terms of Section 136, the said annexure is open for
inspection by the members through electronic mode. Any member interested in obtaining such particulars may write to
the Company Secretary of the Company at cs@grandcontinenthotels.com The said particulars shall be open for inspec¬
tion by the Members at the registered office of the Company on all working days, except Saturdays, Sundays and public
holidays, between 11.00 a.m. to 1.00 p.m. upto the date of AGM.

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

A. Conservation of Energy:

i. ) The steps taken or impact on conservation of energy:

During the year under review, your Company was not engaged in any manufacturing or processing activity.
Considering the nature of the Company’s business, there is no report to be made on conservation of energy
in its operations. Notwithstanding this, the Company recognizes the importance of energy conservation in
decreasing the adverse effects of global warming and climate change. The Company carries on its activities in
an environmentally friendly and energy efficient manner.

ii. ) The steps taken by the Company for utilizing alternate sources of energy: Not applicable
ii.) The capital investment on energy conservation equipment: Not Applicable

B. Technology Absorption:

i. ) Major efforts made towards technology absorption:

The Company has not entered into any technology agreement or collaborations.

ii. ) The benefits derived like product improvement, cost reduction, product development or import substitution:

Not Applicable

iii. ) Information regarding imported technology (Imported during last three years):

The Company has not imported any technology during the last three years.

iv. ) Expenditure incurred on research and development: None

C. Foreign Exchange Earnings and Outgo:

The particulars relating to foreign exchange earnings and outgo during the year under review are as under:

30. COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standard issued by the Institute of Company Secretaries
of India and approved by the Central Government.

31. RISK MANAGEMENT

The process of identifying, evaluating, and prioritizing risks is known as risk management. This is preceded by coher¬
ent initiatives aimed at minimizing, oversee, and ameliorate (or control) the probability and/or impact of unfortunate
events or to maximize opportunities for achievement. The Company has established a thorough risk assessment and min¬
imization process, which is periodically reviewed by the Board. These processes are examined to make sure executive
management effectively manages risk using a strictly delineated framework. The company has identified the major risks,
and processes and measures for mitigating those risks have been developed in areas like business, project execution,
events, financial, human, environmental, and statutory compliance.

32. AUDITORS

32.1 INTERNAL AUDITOR

Pursuant to Section 138 and other applicable provisions, if any, of the Act, pursuant to the recommendation of the
Audit Committee of the Company, the Board of Directors has approved the appointment of Mr. Aneesh Hosangadi
as the Internal Auditors of the Company for the Financial Year 2024-25.

32.2 STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended, M/s. Bhuta Shah
& Co. LLP., Chartered Accountant, Mumbai (FRN: 101474W],) has been appointed as Statutory Auditor of your Com¬
pany in the AGM of the year FY 22-23 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.

In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at
every AGM. The Statutory Auditors have however confirmed that they are not disqualified to continue as Statutory
Auditors and are eligible to hold office as Statutory Auditors of your Company.

32.3 COST AUDITORS & COST RECORDS:

Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the
Companies Act, 2013 are not applicable to the Company. Hence, the Board of Directors of your company had not
appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2024-25

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost
records.

32.4 SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to Section 204 of the Act, your Company had appointed M/s. Amisha & Co., Company Secretaries, as its
Secretarial Auditors to undertake the Secretarial Audit of your Company for the financial year ended March 31,
2025. The Secretarial Audit Report in the prescribed Form No. MR-3 is attached as ANNEXURE - E.

Observations: It’s observed that the Company is generally regular in filing the forms and returns with ROC within
the prescribed time, whereas there were certain instances of delay in filing of few forms under review and the
same were filed with theadditional fees.

Management Reply: The delay in filing of certain forms was primarily due to the transition phase wherein the Com¬
pany underwent significant changes, including the set-up of a new team and the conversion of the Company from
private to public, along with the process of listing. Owing to the heavy workload during this period, there were
certain delays; however, all such forms have been duly filed with the applicable additional fees. The Company is
now regular in filing all forms and returns within the prescribed timelines.

33. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded
and protected against any loss from unauthorized use or disposition.

The Internal Auditors of the Company carried out review of the internal control systems and procedures.

The Company has also put in place adequate internal financial controls with reference to the financial statements com¬
mensurate with the size and nature of operations of the Company. During the year, such controls were tested and no
material discrepancy or weakness in the Company’s internal controls over financial reporting was observed.

34. CORPORATE GOVERNANCE:

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regu¬
lation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to
mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Require¬
ments) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance,
although few of the information are provided in this report under relevant heading.

35. CORPORATE SOCIAL RESPONSIBILITY:

During the financial year ended March 31, 2025, the Company incurred CSR contribution of ' 4,78,802/- (Rupees Four
Lakhs Seventy-Eight Thousand Eight Hundred Two Only). The CSR initiatives of the Company were undertaken in the
area of Promoting Education Activity, Education & Literacy, Welfare and Eradicating hunger, poverty.

Further, the information pursuant to Section 134(3)(O) of the Companies Act, 2013 and Rule 9 of the Companies (Cor¬
porate Social Responsibility) Rules, 2014 are given in ANNEXURE - F outlining the main initiatives during the year under
review. Further, your Company has obtained certificate from Chief Financial Officer as required under Section 135, of
the Companies Act,2013.

CSR Policy of the Company the CSR Policy of the Company is available on the website of the Company at
https://grandcontinenthotels.com/CSR-Policv-Final-1.pdf

The projects to be undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a
review of the performance of the Company for the year under review, Management Discussion and Analysis Report is
presented in a separate section which is annexed to this Report as ANNEXURE - G.

37. EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DIS¬
CLAIMER MADE:

The Notes to the financial statements referred to in the Auditors Report are self-explanatory and therefore do not call
for any comments under Section 134 of the Companies Act, 2013. The Auditors’ Report does not contain any qualifica¬
tion, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

38. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

39. 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:

There was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by
any Financial and/or Operational Creditors against your Company during the year under review. As on the date of this
report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code,
2016.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REA¬
SONS THEREOF:

It is not applicable to the Company during the year under review, as there exist no Loans/Borrowing from any Bank,
Financial Institution, etc. in any form or nature.

41. POLICY FOR PREVENTION OF INSIDER TRADING:

Pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regula¬
tions, 2015, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trad¬
ing. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with
the shares of the Company and cautioning them on the consequence of non-compliances. The Company Secretary
has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code. The code
of conduct to regulate, monitor and report trading by insiders is also available on the website of the Company at
https://grandcontinenthotels.com/COC-Insider-Trading.pdf

42. GREEN INITIATIVES

The Notice of the AGM and the Annual Report 2024-25 is being sent only electronically to Members whose email address¬
es are registered with the company or depositories in accordance with Regulation 36 of the Listing Regulations. Members
may take note that the Notice and Annual Report for 2024-25 will also be accessible at the website of the Company i.e.
www.grandcontienthotels.com

43. CAUTIONARY STATEMENT:

The annual report including those which relate to the directors’ report, management discussion and analysis report may
contain certain statements on the Company’s intent expectations or forecasts that appear to be forward-looking within
the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is
expressed herein.

44. GENERAL DISCLOSURE:

Your Directors confirm that the Company has made all necessary disclosures in this Report in accordance with the re¬
quirements under Section 134(3) of the Companies Act, 2013, Rule 8 of the Companies (Accounts) Rules, 2014, and other
applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the

extent applicable and relevant to transactions undertaken during the Financial Year.

Further, the Directors wish to state that no disclosure or reporting is required in respect of the certain matters, as there
were no transactions or events relating to these items during the year under review:

(i) Details of non-compliance by the listed entity. Penalties imposed on the company by stock exchange or the
Board or any statutory authority on any matter related to capital markets during the last three years;

There was no non-compliance during the financial year 2024-25 and no strictures actions passed on the Compa¬
ny by the Stock Exchanges, SEBI or any other Statutory Authority.

(ii) Details of establishment of Vigil Mechanism Whistle Blower Policy and affirmation that no personnel has been
denied access to the Audit Committee ;

The Company has in place a Vigil Mechanism / Whistle Blower Policy which facilitates the Directors, Employees,
and the stakeholders to have direct access to the management and the Audit Committee, to report concerns about
any unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.
It is hereby affirmed that no employee has been denied access to the Audit Committee.

(iii) Details of Material Subsidiaries of the company along with web link where policy for determining “Material Subsid¬
iaries” of the year:-Not Applicable

(iv) Utilisation of funds raised through preferential allotment or qualified institutions placement as specified under Reg
32(7a) ; -Not Applicable

(v) Total fees for all services paid by the company to the Statutory Auditor;

The SEBI (Listing Obligations & Disclosure Requirements) (Amendments) Regulations, 2018 requires to disclose total
fees paid to the auditors for audit and non-audit services rendered. The total fees paid to the Statutory Auditors
for the Financial Year 2023-24 is as under :

(vi) Disclosure by the company and its subsidiaries of ‘loans and advances’ in the nature of loans to firms/companies in
which directors are interested by name and amount;

The details of Loans and Advances are provided in the notes to the audited financial statements annexed with the
Auditor’s Report.

45. APPRECIATION AND ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees
at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance
during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the
banks, government, business associates and the shareholders for their continued confidence reposed in the Company
and look forward to having the same support in all future endeavors.

Registered office:

S No. 245/1A/1B Venpursham Village,

Mamallapuram,Veeralapakkam,

Thiruporur, Chengalpattu,

Tamil Nadu 603110

FOR, GRAND CONTINENT HOTELS LIMITED
(Formerly Known as Grand Continent Hotels Private Limited)

Pl_ace: B_ang_aluru Ramesh Siva Vittal Vidya Ramesh

D_at_e: 23_rd A_ug_ust, 2025 Chairman & Managing Director Whole Time Director

DIN: 02449456 DIN: 02127241

1

Mr. Mithun Jayaraman was appointed to act as Chief Financial Officer of the company w.e.f 06th November 2024 in
place of Mr. Ananthakrishnan V who has tendered his resignation from the position of Chief Financial Officer on the same
day.

# Further, the Company has appointed Ms. Aastha Kochar as Company Secretary & Compliance Officer of the Company
w.e.f. 24th September, 2024 as Ms. Uma Jhawar tendered her resignation w.e.f. 24th September, 2024 from the position
of Company Secretary, However, she continued working as an Assistant Company Secretary till date.

22. PERFORMANCE EVALUATION OF THE BOARD :

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual
directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Ob¬
ligations and Disclosure Requirements) Regulations, 2015 in the following manners;

2

As Company got listed on 27th March 2025 and received a one Complaints on 30th March, 2025 which was
resolved on 02nd April 2025.

C. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regula¬
tion 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”) read with Section 178 of the Companies Act, 2013 (“Act”) 14th August 20224
and reconstituted on 06th November 2024 in line with the provisions of Section 178 of the Companies Act, 2013.
Nomination and Remuneration Committee Meetings are generally held to identify the people who are qualified to
become Directors and may be appointed in senior management and recommend their appointments and removal.

During the year under review, Nomination and Remuneration Committee met 5 (five times) viz on 4th September
2024,24th September 2024,01st November 2024,06th November 2024 & 26th November 2024.