1. INTRODUCTION:

The Directors take pleasure in presenting the Annual Report of Sri Havisha Hospitality and
Infrastructure Limited ('the Company' or 'SHHIL') along with the Audited Financial Statements for the
Financial Year ended March 31, 2025.

2. FINANCIAL PERFORMANCE:

The Financial performance of the Company for the year 2024-25 is indicated below:

(Rupees in Lakhs)

3. PERFORMANCE REVIEW:

The total revenue for FY 2024-25 is Rs. 1584.15 Lakhs, which is slightly lesser than the previous year's
total revenue of Rs. 1612.39 Lakhs. The Company reported after tax loss of Rs. 426.61 Lakhs for the FY

2024- 25 as against the loss of Rs. 417.75 Lakhs for FY 2023-24.

The Company executed the lease agreement with Airports Authority of India (AAI) for renewal of the
leasehold rights of the land for another 30 years from the year 2023. Interest Expense on lease liability
has been provided as per Ind AS 116 and the Finance Cost for the year ended 31 March2025 of Rs. 452.69
Lakhs includes Interest expense on lease liability of INR 418.90 lakhs which is notional.

4. STATE OF AFFAIRS AND FUTURE OUTLOOK OF THE COMPANY:

After getting the land lease renewal for 30 Years with effect from 1st Jan, 2023 from Airports Authority
of India for our Flotel at Begumpet, your company has taken up a substantial renovation of the
property at Flyderabad. Twenty three rooms including three suites have been renovated to tire class
of 5 Star standards which have generated revenues with 90% plus occupancy at a higher tariff during
the Year under consideration. The customer's feedback on these renovated rooms is continuously
encouraging and demonstrated in terms of high occupancy rate. The renovation process of the rest of
rooms is slow due to the delay in getting funding requirements from our Bankers. The fund raising
process is going on expeditiously and we are confident of completing the renovation of the Hotel as
per schedule while ensuring at the same time that oiu Hotel will continue to be operational. Your
company is also planning to add more rooms as the need is felt to considerably increase the room
inventory in view of the healthy occupancy levels witnessed in the past couple of years.

As you are aware in the last annual general meeting of the company held on September 25, 2024,
shareholders of the company approved to issue and allot 4,55,00,000 sweat equity shares subject to the
maximum limit equivalent to 15% of the Paid up capital of the Company. To comply with the
Regulation No:166A of the SEBT (ICDR) Regulations, 2018 and Regulation No: 3 of SEBI (SAST)
Regulations, 2011, the Company during the Year 2024-2025 made an application to the Stock
Exchanges for their approval to issue and allot 1,50,00,000 sweat equity shares equivalent to less than
5% of the paid up capital of the company. The company is awaiting the approval of the Stock
Exchanges for the same.

The validity of the Resolution dated 25^th September, 2024 for sweat equity is one year from the date of
passing the resolution by the shareholders of the company. Consequently the Resolution lapses by
period of limitation on 24^th September, 2025. Hence a revalidation of earlier resolution is proposed in
order to facilitate the Company to issue sweat equity shares of 1,50,00,000 during the Financial Year

2025- 2026 within the overall limit read with the applicability of relevant Regulations.

In view of the unrelenting and persistent efforts put in by your company's Chairman & Managing
Director in achieving the renewal of the Hotel's land lease renewal for another 30 years along with the
first right of refusal thereafter, it is proposed to allot Sweat Equity as above to him. Mr. Manohar who
was the original allottee of the above land from Airports Authority through a public tender transferred
that land to Shri Shakti Resorts & Hotels Ltd without taking any consideration whatsoever and
implemented the project and successfully running the hotel and related businesses. Shri ShaktiResorts
& Hotels Ltd is merged with our Company viz., Sri Havisha Hospitality and Infrastructure Ltd as per
NCLT Order dated 16* Nov, 2021. Tlte lease expired on 19* Nov, 2019 and Mr. Manohar has put in
herculean efforts starting from 2017 itself for the renewal of the lease. The lease deed to this effect is
signed between Airports Authority of India and Sri Havisha Hospitality and Infrastructure Limited
represented by Mr. D. V. Manohar on 27^th July, 2023.

It is an irrefutable fact that the business growth and future prospects of your company are
substantially enhanced consequent to the above.

Further Mr. Manohar is instrumental in turning around your Company from accumulated losses
of about Rs. 100 crores to the present profitable position. When Govt, of India couldn't implement
it's commitment to remove subsidy on LPG over 3 years, entire private LPG Industry was badly
affected. In such situation, Mr. Manohar cleared Bank loans of about Rs 106 Crores under One
Time Settlement and made your Company debt-free in FY 2007-08. Thereafter he ensured your
Company's survival all these years despite nil revenues. After the merger with Shri Shakti Resorts
& Hotels Ltd, your Company is now turned profitable.

The efforts of Mr. Manohar for one time settlement is more in the nature of physical stress and
involvement and quantification of such efforts in monetary terms is not possible. His value
addition remains an appreciative contribution to the overall growth of the Company and has
become a decisive factor for the shareholders to consider and approve sweat equity to Mr.
Manohar.

Therefore it is proposed that Mr. Manohar shall be adequately compensated for his efforts as
above through issue and allotment of 1,50,00,000 Sweat Equity Shares of Rs. 2 each fully paid up
for his Non-cash consideration and value addition to the company.

The massive renovation of the entire Hotel that is taken up now along with addition of more
rooms to the Hotel is expected to result in substantial increase in revenues and lead to
considerable profitability. Hence, your directors are confident that these plans achieve better
results in coming years. The endeavour of your directors is to maximize the returns to
shareholders and we reiterate our commitment to achieve this in the near future.

5. DIVIDEND:

In view of the accumulated losses and the need to conserve available funds for the renovation and
operations of the Company, your Company has considered it prudent to not to propose dividend for
the financial year ended March 31, 2025.

6. DEPLOYMENT OF FUNDS:

R<;. In

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes and commitments which may likely affect financial position of the
company between end of the financial year and the date of the report.

8. MATERIAL ORDERS OF REGULATORS/COURTS/TRIBUNALS:

During the quarter ended 30 June 2025, the Company has made a payment of ? 99.91 lakhs to Telangana
State Power Distribution Company Ltd (TGSPDCL) under protest towards Cross Subsidy Surcharge
(CSS) for availing electricity from third party power generators 25 to 30 years back despite having
necessary approvals from the then State Electricity Board. When the Company along with other
aggrieved Companies and Hotels challenged the above unilateral charge before the Hon'ble Telangana
High Court, the Hon'ble Corut while giving a Stay directed all the aggrieved Companies and Hotels to
pay 50% of the amount equivalent to Rs 99.91 lakhs in oru case. The Final order is yet to be passed by
the Hon'ble Telangana High Corut and the matter is currently sub-judice. Pending final adjudication,
the said amount has been disclosed rmder "Other Crurent Assets" / "Deposits", and no provision has
been made in the books. The management, based on legal opinion, believes that it has a strong case and
the likelihood of liability crystallizing is remote.

Apart from this, no other significant or material orders were passed by the regulators or coruts or
tribunals which may impact the going concern status and Company's operations in future.

9. TRANSFER TO RESERVES:

As permitted rmder the provisions of the Companies Act, 2013, the Board feels that the profit of the
Company can be utilised in other profitable way and considering the same no amount of the Profit has
been transferred to the Reserve.

10. DEPOSITS:

The Company has not accepted any deposits covered rmder chapter V of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014 for the year rmder review.

11. PARTICULARS OF LOAN. GUARANTEE OR INVESTMENTS:

Your Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013
with respect to Loans, guarantees or investments made.

12. REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND TOINT VENTURE
COMPANIES:

During the year under review, the Company did not have any subsidiary, associate and joint venture
company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• Mr. Binod Kumar Sinha (DIN: 00290750) and Mr. Vuppu Subrahmanayam (DIN: 02937206) resigned
from the position of Independent Directors of the Company with effect from 28.09.2024, due to
completion of the second term of five years as Non-executive Independent Directors of the company
pursuant to the provisions of Regulation 30 read with Schedule HI of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015.

• Mr. Satyanarayana Reddy Theepireddy (DIN: 06902037) and Mr. Mahalingam Jayaraman Iyer (DIN:
10741697) were appointed as Independent Directors of the Company with effect from 25.09.2024.
Further Mr. Abhaya Shankar (DIN: 00008378) was proposed by the Board to be re-appointed as an
Independent Director for five consecutive years pursuant to the provisions of section 149(6) of the
Companies Act, 2013 and pursuant to the provisions of Regulation 30 read with Schedule El of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015.

• During the year under review, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees.

• Mr. Sonu Kumar, resigned from the position of Company Secretary and Comphance Officer of the
Company with effect from 04.11.2024 and Mr. Sivaiah Patia appointed as new Company Secretary
and Comphance Officer of the Company with effect from 13.02.2025 pursuant to Section 203 of the
Companies Act, 2013 and pursuant to the provisions of Regulation 30 read with Schedule El of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as
on March 31, 2025 are:

14. BOARD MEETINGS:

During this financial period under review, the Board of Directors of your Company met 4 (four) times
as summarized below in comphance with the minimum stipulated requirement and the gap between
any two meetings did not exceed 120 days.

15. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted
declarations that each of them meet tire criteria of independence as provided in Section 149(6) of the Act
along with Rules framed thereunder and Regulation 16(l)(b) of SEBI Listing Regulations. There has
been no change in the circumstances affecting their status as Independent Directors of the Company. In
tenns of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of
any circumstance or situation, which exists or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an objective independent judgment and without any
external influence. The Board of Directors of the Company has taken on record the declaration and
confirmation submitted by the Independent Directors after undertaking due assessment of the veracity
of the same.

The Independent Directors of the Company have confirmed that they have registered their names in
the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in
terms of Section 150 of the Act read with Rule 6 of the Ccanpanies(Appointment and Qualification of
Directors) Rules,2014 (as amended).

16. EVALUATION OF THE BOARD'S PERFORMANCE:

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 Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on
the basis of criteria such as the Board Composition and Structure; Degree of fulfilment of key
responsibilities towards stakeholders (by way of monitoring corporate governance practices,
participation in the long term strategic planning etc.); Effectiveness of board processes, information and
functioning, etc.; Extent of co-ordination and cohesiveness between the Board and its Committees; and
Quality of relationship between Board Members and the Management.

The performance of the Committees was evaluated by the Board after seeking inputs from the
Committee Members on the basis of criteria such as the composition of committees, effectiveness of
committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board
as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive
Directors and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of
individual Directors on the basis of 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 the Board Meeting that followed the meeting of the Independent Directors and meeting of NRC, the
performance of the Board, its committees, and individual Directors was also discussed. Performance
evaluation of Independent Directors was done by the entire Board, excluding the Independent Director
being evaluated.

17. POLICY ON DIRECTORS/ APPOINTMENT AND REMUNERATION:

The policy of the Company on Directors' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other matters provided
under Section 178(3) of the Companies Act, 2013 is adopted by the Board. We affirm that the
renumeration paid to the Directors is as per the terms laid out in nomination and renumeration policy
of the Company.

18. AUDITORS:

a) THE STATUTORY AUDITORS.

M/s P. Suryanarayana & Co., Chartered Accountants were appointed as Statutory Auditors of your
Company at the Annual General Meeting (AGM) held on 12th August, 2022 for a period of five years
commencing from the conclusion of the 29^th AGM of the Company until the conclusion of the 34^th AGM
of the Company to be held on in the year 2027. M/s P. Suryanarayana & Co. earlier completed its first
term as the Statutory Auditors of the Company and were re-appointed as the Statutory Auditors of the
Company for another term of five years.

The Report given by Auditors on Financial Statements of the Company is part of this report. There has
been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their report.

b) SECRETARIAL AUDITORS.

Section 204 of the Companies Act, 2013 inter aha requires every listed Company to annex to its Board
Report, a Secretarial Audit Report, given in the prescribed form by a Company Secretary in practice.
The Board appointed Krishna Kumar & Associates, Practicing Company Secretaries, represented by CS

A. Krishna Kumar as the Secretarial Auditor to conduct Secretarial Audit of the Company for the
Financial Year 2024-25 and their report is being obtained.

The Board also recommend for re-appointment of M/s. Krislma kumar & Associates, Company
Secretaries as secretarial auditors for a period of 5 (five) consecutive years commencing from FY 2025¬
26 till FY 2029-30 subject to the approval of shareholders ensuing Annual General Meeting.

c) COST RECORDS.

Pursuant to Section 148(1) of the Act and the relevant rules made thereunder the Company is not
required to maintain cost records hence the same is not maintained by the Company.

19. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

As per SEBI TODR, Management Discussion and Analysis, Corporate Governance Report and
Practicing Company Secretary's Certificate regarding compliance of conditions of Corporate
Governance forms part of this Annual Report.

Pursuant to Regulation 34 of the SEBI LODR, the Management Discussion and Analysis is presented in
a separate section forming part of this Annual Report. As required under the provisions of the SEBI
LODR, the Audit Committee of the Company has reviewed the Management Discussion and Analysis
report of the Company for the year ended March 31, 2025

20. RISK MANAGEMENT COMMITTEE:

The Company has a robust risk management framework in place, which provides an integrated
approach for identifying, assessing, mitigating, monitoring, and reporting of various risks associated
with the business of the Company. The Audit Committee has been entrusted by the Board with the
primary responsibility to monitor and review risk management, assessment and minimization
procedures and to develop, implement and monitor the risk management plan and identify, review and
mitigate all elements of risks which the Company may be exposed to.

21. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Though pursuant to the provisions of Section 135 read with Schedule VII of the Companies Act, 2013,
the Company does not fall under the criteria of CSR Policy, the Company is actively promoting cycling
which is the most eco-friendly means of commuting.

22. PERSONNEL:

During the year none of the employees is in receipt of renumeration in excess of the limits prescribed
u/s. 197(12) of the Companies Act, 2013, read with Rule 5 and 35 of the Companies (Appointment and
Renumeration of Managerial Personnel) Rules, 2014.

23. DEMATERIALISATION OF SHARES:

Around 65.95% of the Paid-Up Equity Share Capital of the Company was dematerialized as on 31st
March, 2025 and the balance Paid-Up Equity Share Capital is in physical form. The Company's Registrar
is XL Softech Systems Limited, 3 Sagar Society, Banjara Hills, Hyderabad.

24. LISTING WITH STOCK EXCHANGES:

The Company's securities are listed at BSE Limited and National Stock Exchange of India Ltd. and the
new Listing Agreement as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 has been entered with both the Exchanges.

25. RELATED PARTY TRANSACTIONS:

During tire year under review, all Related Party Transactions that were entered into were in the
Ordinary Course of Business and at Arms' Length Basis. All transactions entered into with related
parties were approved by the Audit Committee. None of the transactions with related parties are
material in nature or fall under the scope of Section 188(1) of the Act.

The information on transactions with related parties pursuant to Section 134(3)(h) of die Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for
the FY 2024-2025 and hence the same is not provided.

26. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3)(C) OF
THE COMPANIES ACT. 2013:

Pursuant to the requirement under Section 134(3)(C) of the Companies Act, 2013with respect to
Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of die accounts for the financial year ended March 31, 2025 the applicable
accounting standards have been followed along with proper explanation relating to material
departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 or loss of your
Company for the year imder review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the Provisions of the Companies Act, 2013 for safeguarding the assets
of vour Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors have prepared the accounts for the financial year ended March 31, 2025 on a
'going concern' basis.

(v) the Directors have laid down internal financial controls, which are adequate and are operating
effectively.

(vi) the Directors have devised proper systems to ensiue compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.

27. REMUNERATION RATIO OF THE DIRECTORS AND KMP:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment
and Remuneration of Managerial personnel) Rules 2014 and Companies (Particulars of employees)
Rules 1975 in respect of Employees of the Company, Directors and Key Managerial Person (KMP) is
furnished below:

• Total no of Employees for the FY 2024-25: 130 and total Salaries paid Rs: 429.57 Lakhs

• Total Sitting fee paid for Directors attending Board and Committee meetings Rs: 2.5 lakhs

28. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,
2025 is available on the Company's website at https://srihavisha.in/annual-retum-as-per-section-92/

29. SECRETARIAL STANDARDS:

The Directors state that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of
Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings
respectively have been duly complied with.

30. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND RFDRFSSAI) ACT. 2013:

The Company has always believed in providing a safe and harassment-free workplace for every
individual working in the Company. Hie Company has complied with the applicable provisions of the
POSFF Act, and the rules framed thereunder, including constitution of the Internal Complaints
Committee headed by Ms. Shanthi Pothapragada.

During the financial year Financial Year 2024-25, the Company did not receive any instance of such
event of sexual harassment.

31. INTERNAL FINANCIAL CONTROL OVER FINANCIAL REPORTING:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of
its business, including adherence to the Company's policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial disclosures.

32. 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:

The Statutory Auditors of the Company have not reported any fraud as specified under the second
proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the
time being in force).

33. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Information under Section 134(3)(m)of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014 is given below:

A. CONSERVATION OF ENERGY:

^ Energy Consumption measures taken

a. The Company has initiated effective measures for saving all forms of Energy.

b. Additional investments and proposals, if any being implemented for reduction in
consumption of energy.

c. Impact of the measures at (a) and (b) above for reduction of energy consumption.

d. Total Energy Consumption and Energy Consumption per unit of product.

> Energy Conservation Measures

The following Energy Conservation Measures were implemented during the year.

a. Auto switching off of A/c Units, Exhaust Fans, Street Lights.

b. Reduction in compressed air consumption by fixing Regulators and Auto Controllers.

B. TECHNOLOGY ABSORPTION:

Tire Company has taken up several initiatives for undertaking Research and Development (R&D)
on Technology, Absorption, Adaptation and Innovation during the year. Earlier the Company has
indigenously developed a Conversion Kit with fixed tank for Three Wheelers to rim on LPG. Tire
Company holds two patents jointly with M/s. Automotive Research Association of India (ARAI)
towards the same.

C. FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:

34. WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy as part of vigil mechanism to provide appropriate
avenues to the Directors and employees to bring to the attention of the management any issue which is
perceived to be in violation of or in conflict with the Code of Business Principles of the Company.

35. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE. 2016:

During the financial period under review, no application was made under the Insolvency and
Bankruptcy Code, 2016 by your Company. No proceedings are pending under IBC 2016 against your
Company.

36. PARTICULARS OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND
VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS:

During tire financial period under review, there were no instances of any one-time settlement against
loans taken from banks or financial institutions.

37. ACKNOWLEDGEMENT:

The Directors thank the Company's customers, vendors, investors and academic partners for their
continuous support. The Directors also thank the Government of India, Governments of various states
in India, concerned Government departments & agencies and our Bankers for their co-operation. The
Directors appreciate and value the contribution made by all our employees and their families and the
contribution made by every other member of the SHHIL family, for making the Company what it is.

Eor and on behalf of the Board
SRI HAVISHA HOSPITALITY AND
INFRASTRUCTUE LIMITED

PLACE: Hyderabad D.V.MANOHAR

DATE: 11.08.2025 CHAIRMAN & MANAGING DIRECTOR