Directors Report of Gujarat Hotels Ltd.

Mar 31, 2025

Global economic growth for the year 2024 remained at
3.3%¹(vs. 3.5% in 2023) - 40 bps below long-term trend rates².
Advanced economies recorded a growth of 1.8% (vs. 1.7% in
2023) while Emerging economies witnessed deceleration in
growth to 4.3% (vs. 4.7% in 2023).

As per IMF''s World Economic Outlook of April ''25, the global
economy is expected to grow at a slower pace of 2.8% in
2025. While Advanced economies are now projected to grow
at a lower rate of 1.4% and Emerging Markets and Developing
Economies are estimated to grow at 3.7% in 2025.

Rising geo-political tensions, geo-economic developments
and extreme weather events have resulted in heightened
uncertainty and volatility in the operating environment.

The Indian economy remains a bright spot amidst a global
slowdown and is expected to sustain its position as the
fastest growing large economy. As per the provisional
estimates released by Ministry of Statistics and Programme
Implementation (MoSPI), India''s real GDP is projected to
have grown by 6.5% in 2024-25. Going forward, real GDP is
expected to grow at a similar pace in FY 2025-26.

In FY 24-25, Indian Hospitality Industry sustained its strong
growth momentum, establishing new benchmarks. Growth
continued to be driven by economic stability, favorable
demographics, robust domestic demand outpacing supply,
and the government''s thrust on improving infrastructure and
connectivity in the country.

India''s tourism sector, rich in heritage, culture, and diversity, is
emerging as a key driver of economic growth, playing a vital
role in the Indian economy. As per World Travel and Tourism
Council, the direct economic contribution of the Travel &
Tourism sector to the Indian GDP in 2024 was ? 20.9 trillion
(growth of 19.9% over 2019). contributing 6.6%to the overall
GDP of the country.

During the year, the sector witnessed robust growth, with
domestic air passenger traffic exceeding 2019 (pre-pandemic)
levels by 12%. Foreign tourist arrivals, while growing over the
previous year by 1.5%, remained below pre-pandemic levels by
12%, indicating significant headroom for growth.

During 2024, the industry continued to witness strong growth
in supply as well as demand of hotel rooms. Branded hotels
inventory in India grew at a robust 8% over the previous year

1 IMF WEO April’25

2 Average Global Real GDP growth from 2010 to 2019

More than 2/3rd of this new supply was outside the top 10
markets of India. On the other hand, demand also witnessed
a robust growth of 11% over previous year. During the year,
the industry Average Daily Rate (ADR) stood at ? 7,951 - up
40% over 2019 levels. Revenue per Available Room (RevPAR)
also recorded strong growth of 39% over 2019 levels to touch
? 5,078 in 2024. Occupancy rates were sustained in spite of
robust growth in ADRs.

Source: Horwath HTL India Hotel Market Review 2024.

The demand for upscale rooms in Gujarat in FY 24-25 has
grown by 14% over the previous year and around 4 times
compared to FY 18-19.

Gujarat recorded marginal de-growth RevPAR levels compared
to previous year however in Vadodara city the RevPAR grew
by 18%.

The Government of Gujarat in its budget for FY 25-26 has
allocated ? 278 crore for high-speed corridors with heavy traffic
including Vadodara to Ektanagar (Statue of Unity) and ? 210
crore for the development of a new greenfield airport at Dahod
and expansion of existing airports at Porbandar, Bhavnagar,
Surat and Vadodara.

FINANCIAL PERFORMANCE

During the year under review, your Company earned license
fees of ? 410.37 lakhs (previous year ? 344.02 lakhs) from
ITC Limited (''ITC'') up to December 2024 and ITC Hotels
Limited (‘ITCHL'')w.e.f. 1^st January 2025, and total income of
? 744.75 lakhs (previous year ? 633.21 lakhs). Total income
showed an increase during the year 2024-25, contributed by
19% growth in revenue from operations and 16% growth in other
income. Pre- and post-tax profits increased to ? 693.90 lakhs
(previous year ?585.27 lakhs) and ? 529.87 lakhs (previous year
? 472.24 lakhs), respectively.

PROFITS, DIVIDEND AND RETAINED EARNINGS

(? in Lakhs)

PARTICULARS	2024-25	2023-24
PROFITS
a. Profit Before Tax	693.90	585.27
b. Tax Expense
Current Tax	94.54	77.06
Deferred Tax	69.49	35.97
c. Profit for the year	529.87	472.24
d. Other Comprehensive Income	-	-
e. Total Comprehensive Income	529.87	472.24

STATEMENT OF RETAINED EARNINGS

a.	At the beginning of the year	3,732.20	3,335.71
b.	Add: Total Comprehensive Income	529.87	472.24
c.	Less: Dividend paid	94.69	75.75
d.	At the end of the year	4,167.38	3,732.20

Your Directors are pleased to recommend Final Dividend of
? 3.00 per Equity Share of ? 10/- each (previous year ? 2.50
per Equity Share) for the financial year ended 31^st March, 2025.
Total cash outflow on account of Final Dividend will be ? 113.63
lakhs (previous year ? 94.69 lakhs).

Details of changes in Key Financial Ratio and Return on
Net Worth

Pursuant to Schedule V (B) of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''Listing Regulations''), there has been
significant change (25% or more) in below stated key financial
ratio(s) along with the Change in Return on Net Worth of your
Company as summarized below:

Financial Ratio	2024-25	2023-24	% Change	Reason for change
Current Ratio	64.09	49.83	28.6%	Increase in investments on account of Mark to Market gains and additional investment during the year
Return on Net Worth (%)	11.44	11.20	2.1%	Higher revenue and profitability in current year

HOTEL OPERATIONS

Your Company''s Hotel, Welcomhotel Vadodara, licensed to
ITCHL, recorded an income of ? 2,734.52 lakhs during the year
as compared to ? 2,289.21 lakhs in the previous year.

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

As reported earlier, your Company has filed a writ petition in the
Gujarat High Court seeking that the Gujarat State Government
be directed to take action on your Company''s application to
have the leasehold land of the Hotel converted to freehold and
transferred to your Company as per the existing government

policy in this regard. The Hon ble High Court passed an Order
on 24^th December, 2014 restraining the State Government from
disturbing the peaceful and actual possession of the Company
over the hotel property in any manner including construction
thereon. The writ petition is pending.

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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

INTERNAL FINANCIAL CONTROLS

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

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

Your Company has in place adequate internal financial controls
with reference to Financial Statements. These have been
designed to provide reasonable assurance with regard to
recording and providing reliable financial information; complying
with applicable statutes; and ensuring that transactions are
carried out with proper authorisation. Such controls have been
assessed during the year taking into consideration the essential
components of internal controls stated in the Guidance Note
on Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India.
Based on the results of this assessment carried out by the
Management, no reportable material weakness or significant
deficiencies in the design or operation of internal financial
controls was observed. Nonetheless, your Company recognises
that any internal financial control framework, no matter how
well designed, has inherent limitations and accordingly, regular
audit and review processes are undertaken to ensure that such
systems are reinforced on an ongoing basis.

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

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

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

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

• Internal Audit, an independent and external function carries
out risk focused audits, enabling identification of areas
where risk management processes may need to be further
strengthened. These audits are conducted by M/s Shah &
Talati, Chartered Accountants who are the Internal Auditor
of the Company. The Audit Committee of the Board reviews
Internal Audit findings and provides strategic guidance on
internal controls. The Audit Committee closely monitors
the internal control environment within your Company,
including implementation of action plans emerging out of
internal audit findings.

• A robust and comprehensive framework of strategic
planning and performance management ensures
realisation of business objectives based on effective
strategy implementation. The annual planning exercise
requires identification of top risks and sets out a mitigation
plan with agreed timelines and accountabilities. Significant
risks are periodically reviewed by the Chief Executive
Officer who confirms that all relevant risks have been
identified, assessed, evaluated and that appropriate
mitigation systems have been implemented.

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

AUDIT AND SYSTEMS

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

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

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

M/s Shah & Talati, the Internal Auditor, have assured the
Company that they are adequately skilled and resourced to
deliver high standards of audit assurances.

The Audit Committee of your Board met four times during the
year. The Terms of Reference of the Audit Committee, inter-
alia, include reviewing the adequacy and effectiveness of the
internal control environment, monitoring implementation of
the action plans emerging out of review of significant Internal
Audit findings including those relating to strengthening of your
Company''s risk management systems and discharging of
statutory mandates.

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

HUMAN RESOURCE DEVELOPMENT

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

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

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

WHISTLEBLOWER POLICY

Your Company''s Whistleblower Policy, approved by the Board
of Directors, encourages all stakeholders including its Directors
and employees to promptly bring to the Company''s attention
instances of any actual, potential or suspected instances of
illegal or unethical conduct, incidents of fraud, actions that
undermine the financial integrity of your Company, instances
of leak of unpublished price sensitive information that could
adversely impact the Company''s operations, business
performance and / or reputation etc. The Policy requires your
Company to investigate such incidents, when reported, in an
impartial manner and take appropriate action to ensure that
the requisite standards of professional and ethical conduct
are always upheld. It is the Company''s Policy to ensure that
no complainant is victimised or harassed for bringing such
incidents to the attention of the Company.

The practice of the Whistleblower Policy is overseen by
the Audit Committee and no employee was denied access
to the Committee during the year. The Whistleblower
Policy is available on the Company''s website at
https://www.gujarathotelsltd.in/policies/policies/Whiste-
Blower-Policy.pdf.

During the year, your Company did not receive any complaint
under the Whistleblower Policy.

DEPOSITS

Your Company has not accepted any deposit under Section 73
of the Act read with the Companies (Acceptance of Deposits)
Rules, 2014 during the year.

DIRECTORS

• Changes in Directors

During the year under review, Ms. Sungita Sharma
(DIN: 10590445) and Mr. Sushil Kumar (DIN: 08460461)
were appointed, with your approval, as Independent
Directors of the Company for a period of five years with effect
from 15^th May, 2024 and 29^th September, 2024, respectively.
In the opinion of the Board of Directors (''Board''),
Ms. Sungita Sharma and Mr. Sushil Kumar possess the
required integrity, expertise and experience for appointment
as Independent Directors of your Company. Further,
Mr. Mohan Swarup Bhatnagar (DIN: 00834857) with your
approval, was re-appointed as Independent Director for
another term of five year with effect from 28^th June, 2024.

Mr. Arif Musa Patel (DIN: 10051869) was appointed as
Non-Executive Director, liable to retire by rotation, with
your approval, with effect from 29^th September, 2024.

Mr. Mahalinga Narayanan and Mr. C. K. Koshy completed
their respective terms as Independent Directors with
effect from close of work on 28^th September, 2024,
and Ms. Benita Sharma stepped down from the Board

with effect from 14^th May, 2024. Your Directors place on
record their appreciation for the contribution made by
Mr. Narayanan, Mr. Koshy and Ms. Sharma during their
respective tenures with your Company.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act
read with Article 147 of the Articles of Association of your
Company, Mr. Anil Chadha (DIN: 08073567) Director, will
retire by rotation at the ensuing AGM and being eligible,
offers himself for re-election. Your Board has recommended
his re-election.

Number of Board Meetings

Four meetings of the Board were held during the year
ended 31^st March, 2025 on 18^th April, 2024, 25^th July, 2024,
15^th October, 2024 and 17^th January 2025.

Attributes, Qualifications & Independence of Directors
and their Appointment

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

In case of appointment / re-appointment of Independent
Directors, the Nominations and Remuneration Committee
evaluates the balance of skills, knowledge and experience
on the Board, and also the role and capabilities required for
appointment as an Independent Director of your Company.

The Board Diversity Policy of the Company requires the
Board to have a balance of skills, competencies, experience
and diversity of perspectives appropriate to your Company.
The skills, expertise and competencies of the Directors as
identified by the Board, along with those available in the
present mix of the Directors of your Company, are provided
in the ''Report on Corporate Governance'', forming part of
the Report and Accounts.

The Articles of Association of the Company provides that
the strength of the Board shall not be fewer than three nor
more than twelve. Directors are appointed / re-appointed
with the approval of the Members. All Directors, other
than Independent Directors, are liable to retire by rotation,
unless otherwise approved by the Members. One-third of
the Directors who are liable to retire by rotation, retire every
year and are eligible for re-election.

The Independent Directors of your Company have
confirmed that (a) they meet the criteria of Independence
as prescribed under Section 149 of the Act and Regulation
16 of the Listing Regulations, (b) they are independent from

the management of your Company, and (c) they are not
aware of any circumstance or situation which could impair
or impact their ability to discharge duties with an objective,
independent judgment and without any external influence.
In the opinion of the Board, the Independent Directors
fulfil the conditions prescribed under the Act and the
Listing Regulations, and are independent of the
management of your Company.

• Evaluation of Board, Board Committees and Individual
Directors

The Nominations and Remuneration Committee,
formulated the Policy on Board evaluation, evaluation of
Board Committees'' functioning and individual Director
evaluation, and also specified that such evaluation will be
done by the Board.

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

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

REMUNERATION POLICY

Details of the Company''s Policy on remuneration of Directors,

Key Managerial Personnel and other employees are provided

in the ''Report on Corporate Governance'' forming part of the

Report and Accounts.

During the year there were following changes in the Key
Managerial Personnel:

(i) Mr. Avinash Deshmukh resigned with effect from
close of work on 5^th July, 2024, from the position of
Chief Executive Officer (''CEO'') of the Company. The
Board, on the recommendation of the Nominations
and Remuneration Committee, appointed
Mr. Rohit Mallick, as the CEO of your Company with
effect from 25^th July, 2024, in terms of the provisions of
Section 203 of the Act. Mr. Mallick is on deputation from
ITC Hotels Limited.

(ii) Ms. Sneha Gupta resigned with effect from close of work
on 15^th June, 2024, from the position of Company Secretary
(''CS'') of the Company. The Board, on the recommendation of
the Nominations and Remuneration Committee, appointed
Ms. Swati, as the CS of your Company with effect from
25^th July, 2024, in terms of the provisions of Section 203 of
the Act. Ms. Swati is on deputation from ITC Hotels Limited.

(iii) Mr. Nitish Goenka, Chief Financial Officer (''CFO'') of
the Company, who was on deputation from ITC Limited
(''ITC''), reverted to ITC and accordingly resigned as the
CFO of your Company with effect from close of work on
25^th July, 2024. The Board, on the recommendation of
the Nominations and Remuneration Committee and Audit
Committee, appointed Mr. Abhishek Kanodia, as the CFO
of your Company with effect from 26^th July, 2024, in terms
of the provisions of Section 203 of the Act. Mr. A Kanodia
was on deputation from ITC Hotels Limited.

Further Mr. A. Kanodia resigned with effect from
close of work on 6^th March, 2025 from the position
of CFO. The Board, on the recommendation of the
Nominations and Remuneration Committee and Audit
Committee, appointed Mr. Rishabh Punjabi, as the
CFO of your Company with effect from 7^th March, 2025,
in terms of the provisions of Section 203 of the Act.
Mr. Punjabi is on deputation from ITC Hotels Limited.

AUDIT COMMITTEE & AUDITORS

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

Statutory Auditors

Messrs. K C Mehta & Co LLP, (''KCM'') Chartered Accountants
(Registration No. 106237W/W100829), were re-appointed
with your approval as the Auditors of your Company for a
period of five years till the conclusion of the Forty Fifth AGM
of the Company.The Board, on the recommendation of the
Audit Committee, has recommended for the approval of the

Members, the remuneration of KCM for the financial year
2025-26. Appropriate resolution seeking your approval to the
remuneration of KCM is appearing in the Notice convening the
43^rd AGM of your Company.

Secretarial Auditors

Ms. Nayan Handa, Partner, Messrs. Mehta & Mehta, Company
Secretaries (''Mehta & Mehta''), was appointed by the Board as
the Secretarial Auditors of your Company to conduct secretarial
audit for the financial year ended 31^st March, 2025.

The Report of the Secretarial Auditors, pursuant to Section
204 of the Act, is provided in the Annexure forming part of
this Report. The Secretarial Auditors have confirmed that
the Company has complied with the applicable laws and that
there are adequate systems and processes in the Company
commensurate with its size and scale of operations to monitor
and ensure compliance with the applicable laws. The Board
has approved, on the recommendation of the Audit Committee
and subject to the approval of the Members, appointment of
Mehta & Mehta as the Secretarial Auditors of your Company
to conduct secretarial audit for a period of five financial years
commencing from the financial year 2025-26. Appropriate
resolution seeking your approval to the appointment of Mehta
& Mehta is appearing in the Notice convening the 43^rd AGM of
your Company.

INVESTOR RELATIONS

Messrs. MCS Share Transfer Agent Limited are the Registrar
and Share Transfer Agent (''RTA'') of your Company. The details
of the RTA and their grievance redressal system are provided
in the ''Shareholders Information'' section of the Report and
Accounts. The ''Investor Relations'' section on your Company''s
website www.gujarathotelsltd.in serves as a user-friendly
reference providing up-to-date information and guidance on
share-related matters.

RELATED PARTY TRANSACTIONS

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

Disclosure on transactions entered with Related Parties during
the financial year 2024-25 are also covered in the Notes to
Financial Statements.

The details of related party transactions of the Company in
prescribed Form AOC-2, in terms of Section 134 of the Act
read with Rule 8 of the Companies (Accounts) Rules, 2014,
are provided in Annexure to this Report. Your Company''s
Policy on Related Party Transactions, as adopted by your

Board, can be accessed on the Company''s website at

https://www.gujarathotelsltd.in/policies/2022/Policy-on-

Related-Party-Transcations_GHL.pdf .

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134 of the Act, your Directors confirm

having:

a) followed in the preparation of the Annual Accounts, the
applicable Accounting Standards with proper explanation
relating to material departures, if any;

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

c) taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of your
Company and for preventing and detecting fraud and other
irregularities;

d) prepared the Annual Accounts on a going concern basis;

e) laid down internal financial controls to be followed by your
Company and that such internal financial controls were
adequate and operating effectively; and

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

OTHER INFORMATION

• Compliance with the conditions of Corporate
Governance

The certificate of your Company''s Statutory Auditor,
Messrs. K C Mehta & Co LLP, confirming compliance with
the conditions of Corporate Governance as stipulated
under the Listing Regulations, is annexed.

• Going Concern Status

There was no significant or material order passed during
the year by any regulator, court or tribunal impacting
the going concern status of your Company or its future
operations.

• Cost Records

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

• Annual Return

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

• Particulars of Loans, Guarantees or Investments

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

• Particulars relating to Conservation of Energy,
Technology Absorption and Foreign Exchange

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

^A Conservation of Energy:

a) Steps taken or impact on conservation of
energy:

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

As a result of the aforesaid measures, optimum
utilization of energy is being achieved in electrical
units, PNG and water consumption.

b) Steps taken for utilising alternate sources of
energy: NIL

c) Capital investment on energy conservation
equipment: NIL

^A Technology Absorption:

a) Efforts made towards technology absorption
and benefits derived: NIL

b) Expenditure incurred on research and
development: NIL

^x Foreign exchange earnings and outgo:

The Hotel being a licensed property, the foreign

exchange earnings and expenditure belongs to the

licensee.

• Compliance with Secretarial Standards

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

• Employees

The total number of employees of your Company as on
31^st March, 2025 stood at 140 (including employees on
deputation from ITC Hotels Limited).

The information required under Section 197(12) of the Act and
Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is provided in Annexure
forming part of this Report.

The statement containing particulars of employees as
required under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forming
part of this Report, may be accessed on the Company''s website
https://gujarathotelsltd.in.

FORWARD-LOOKING STATEMENTS

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

CONCLUSION

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

On behalf of the Board

Date: 9^th July, 2025 A. Chadha A. Thakar

Place: New Delhi Chairman Director

DIN: 08073567 09383474

---

Mar 31, 2024

BUSINESS ENVIRONMENT

The Global economy witnessed another year of deceleration in growth to 3.2% in 2023 (vs 3.5% in 2022) with the slowdown being largely attributable to Advanced Economies, particularly the Euro Area and United Kingdom, and structural weakness in the Chinese Economy. Advanced economies grew by 1.6% with the US Economy belying expectations of recession with a resilient performance in 2023, registering a growth of 2.5% (vs 1.9% in 2022). Emerging markets and Developing Economies grew at a relatively faster pace of 4.3% (vs 4.1% in 2022), though remaining well below the long period average. The recent conflicts in the Middle East, extreme weather events and the overlapping shocks of the past few years in the form of COVID pandemic, Russia-Ukraine conflict, unprecedented inflation and subsequent sharp increase in interest rates have rendered the global macroeconomic environment highly uncertain and unstable.

Going forward, aggregate global economic growth as per International Monetary Fund (IMF) estimates is expected to remain subdued at 3.2% in 2024, well below the historical (20092019) annual average of 3.8%. In 2024, Advanced economies are projected to grow at 1.7% while Emerging Markets and Developing Economies are estimated to grow at 4.2%.

India remained a relatively bright spot amidst the global slowdown, recording robust Real GDP growth of 7.6% in the Financial Year 2023-24. Growth was primarily driven by fixed investments led by Government''s thrust on infrastructure creation and household investments in real estate.

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

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

The year 2023-24 was a year of record results and growth for the Indian Hospitality and Tourism Industry. Indian tourism is being driven by favourable demographics, increasing employment, higher disposable income of young middle class, robust domestic demand, increased investments and improving infrastructure and connectivity.

Foreign tourist arrivals in India for the year 2023 were 9.23 million in comparison with 6.43 million in 2022, registering a growth of 44%. However, the arrivals, which included G20 related business travel in the same year, accounted for only 85% of 2019 figures, when foreign tourist arrivals touched 10.93 million. This clearly indicates future demand potential arising from a revival and growth of the tourism sector.

India''s hotel sector is enjoying an Amrit Kaal (Era of Elixir), with another year of record results and growth, achieving All-India Average Daily Rate(ADR) of ? 7500, alongside 3 markets with ADR over ? 10000. Room demand per day in the year 2023-24 was by 65% and 19%, compared to 2015 and 2019, respectively.

FINANCIAL PERFORMANCE

During the year under review, your Company earned license fees of ?344.02 lakhs (previous year ?366.10 lakhs) from ITC Limited (''ITC'') and total income of ?633.21 lakhs (previous year ?563.18 lakhs). Total income showed an increase during the year 2023-24, mainly due to increase in Other Income. Pre and post-tax profits increased to ?585.27 lakhs (previous year ?516.82 lakhs) and ?472.24 lakhs (previous year ?425.19 lakhs), respectively.

PROFIT, DIVIDENDS AND RETAINED EARNINGS

PROFITS		2023-24	('' in Lakhs) 2022-23
a.	Profit Before Tax	585.27	516.82
b.	Tax Expense Current Tax	77.06	87.57
	Deferred Tax	35.97	4.06
c.	Profit for the year	472.24	425.19
d.	Other Comprehensive Income	-	-
e.	Total Comprehensive Income	472.24	425.19
STATEMENT OF RETAINED EARNINGS a. At the beginning of the year		3,335.71	2,986.27
b.	Add: Total Comprehensive Income	472.24	425.19
c.	Less: Dividend paid	75.75	75.75
d.	At the end of the year	3,732.20	3,335.71

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

Details of changes in Key Financial Ratio and Return on Net Worth

Pursuant to Schedule V (B) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), there has been no significant change (25% or more) in any key financial ratio(s). Change in Return on Net Worth of your Company is summarized below:

Financial Ratio 2023-24 2022-23 % Change Reason for change

Return on Net Worth (%) 11.20 11.07 0.13 ^Increase ^{in Oth}e^{r Inc}o^me

in the current year

HOTEL OPERATIONS

Your Company''s Hotel, Welcomhotel Vadodara, licensed to ITC recorded an income of ? 2,302.63 lakhs during the year as compared to ? 2,456.87 lakhs in the previous year.

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

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

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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

INTERNAL FINANCIAL CONTROLS

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

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

Your Company has in place adequate internal financial controls with reference to Financial Statements. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial information; complying with applicable statutes; and ensuring that transactions are carried out with proper authorisation. Such controls have been assessed during the year taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. Based on the results of this assessment carried out by the Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed. Nonetheless, your Company recognises that any internal financial control framework, no matter how

well designed, has inherent limitations and accordingly, regular audit and review processes are undertaken to ensure that such systems are reinforced on an ongoing basis.

RISK MANAGEMENT

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

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

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

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

• Internal Audit, an independent and external function carries out risk focused audits, enabling identification of areas where risk management processes may need to be further strengthened. These audits are conducted by M/s Shah & Talati, Chartered Accountants who are the Internal Auditor of the Company. The Audit Committee of the Board reviews Internal Audit findings and provides strategic guidance on internal controls. The Audit Committee closely monitors the internal control environment within your Company, including implementation of action plans emerging out of internal audit findings.

• A robust and comprehensive framework of strategic planning and performance management ensures realisation of business objectives based on effective strategy implementation. The annual planning exercise requires identification of top risks and sets out a mitigation plan with agreed timelines and accountabilities. Significant risks are periodically reviewed by the Chief Executive Officer who confirms that all relevant risks have been identified, assessed, evaluated and that appropriate mitigation systems have been implemented.

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

AUDIT AND SYSTEMS

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

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

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

M/s Shah & Talati, the Internal Auditor, have assured the Company that they are adequately skilled and resourced to deliver high standards of audit assurances.

The Audit Committee of your Board met four times during the year. The Terms of Reference of the Audit Committee, inter-alia, include reviewing the adequacy and effectiveness of the internal control environment, monitoring implementation of the action plans emerging out of review of significant Internal Audit findings including those relating to strengthening of your Company''s risk management systems and discharging of statutory mandates.

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

HUMAN RESOURCE DEVELOPMENT

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

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

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

WHISTLEBLOWER POLICY

Your Company''s Whistleblower Policy encourages all stakeholders including its Directors and employees to promptly bring to the Company''s attention, instances of any actual,

potential or suspected instances of illegal or unethical conduct, incidents of fraud, actions that undermine the financial integrity of your Company, instances of leak of unpublished price sensitive information that could adversely impact the Company''s operations, business performance and / or reputation etc. The Policy requires your Company to investigate such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company''s Policy to ensure that no complainant is victimised or harassed for bringing such incidents to the attention of the Company.

The implementation of the Whistleblower Policy is overseen by the Audit Committee and no stakeholder was denied access to the Committee during the year. The Whistleblower Policy is available on the Company''s website at https://www.gujarathotelsltd.in/policies/policies/Whiste-Blower-Policy.pdf

During the year, your Company did not receive any complaint in terms of the Whistle Blower Policy.

DEPOSITS

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

DIRECTORS Changes in Directors

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

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

There were no other changes in the composition of the Board of the Company during the year.

After the close of the financial year 2023-24, Ms. Benita Sharma (DIN: 08582861) resigned from the position of Non-Executive Director with effect from close of work on 14^th May, 2024.The Board at its Meeting held on 18th April, 2024, on recommendation of the Nominations and Remunerations Committee, appointed Ms. Sungita Sharma (DIN: 10590445) as an Additional NonExecutive Independent Director with effect from 15^th May, 2024 and re-appointed Mr. Mohan Swarup Bhatnagar (DIN: 00834857) as an Independent Director of the Company with effect from 28^th June, 2024. Further, the appointment of Ms. Sharma and re-appointment of Mr. Bhatnagar were also approved by the Members through Postal Ballot on 30^th May, 2024.

Mr. Narayanan and Mr. CK Koshy will complete their second term as Independent Directors of your Company on 28^th September, 2024. Your Directors place on record their appreciation for the contributions made by them during their tenure with the Company.

The Board, on the recommendation of the Nominations and Remuneration Committee, has recommended for the approval of the Members, the appointment of Mr. Sushil Kumar (DiN: 08460461) as Independent Director of the Company for a period of five years and Mr. Arif Musa Patel (DIN: 10051869) as Non-Executive Director, liable to retire by rotation, with effect from 29^th September, 2024. Appropriate resolutions seeking your approval to the above are appearing in the Notice convening the ensuing Annual General Meeting (''AGM'') of your Company.

Retirement by Rotation

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

Number of Board Meetings

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

Attributes, Qualifications & Independence of Directors and their Appointment

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

In case of appointment/ re-appointment of Independent Directors, the Nominations and Remuneration Committee evaluates the balance of skills, knowledge and experience on the Board, and also the role and capabilities required for appointment as an Independent Director of your Company.

The Board Diversity Policy of the Company requires the Board to have a balance of skills, competencies, experience and diversity of perspectives appropriate to your Company. The skills, expertise and competencies of the Directors as identified by the Board, along with those available in the present mix of the Directors of your Company, are provided in the ''Report on Corporate Governance'', forming part of the Report and Accounts.

The Articles of Association of the Company provides that the strength of the Board shall not be fewer than three nor more than twelve. Directors are appointed/ re-appointed with the approval of the Members. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise approved by the Members. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for

re-appointment.

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

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

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

Evaluation of Board, Board Committees and Individual Directors

The Nominations and Remuneration Committee, formulated the Policy on Board evaluation, evaluation of Board Committees'' functioning and individual Director evaluation, and also specified that such evaluation will be done by the Board.

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

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

Key Managerial Personnel

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

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

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

• Appointment of. Mr. Rohit Mallick, as the Chief Executive Officer of your Company with effect from 25^th July, 2024 in place of Mr. Avinash Deshmukh who resigned from the same position with effect from close of work on 5^th July, 2024.

• Appointment of Mr. Abhishek Kanodia, as the Chief Financial Officer of your Company with effect from 26^th July, 2024 in place of Mr. Nitish Goenka, who resigned from the same position with effect from close of work on 25^th July, 2024.

AUDIT COMMITTEE & AUDITORS

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

Statutory Auditor

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

KCM have submitted their Report on the Financial Statements of the Company which forms part of this Report and Accounts. There is no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in their Report for the financial year ended 31^st March, 2024.

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

Secretarial Auditor

Ms. Nayan Handa, Company Secretary in Practice, Partner, Messrs. Mehta & Mehta, Company Secretaries was appointed by the Board as the Secretarial Auditor of your Company for the financial year ended 31^st March, 2024. The Secretarial Auditor have confirmed that your Company has complied with the applicable laws and that there are adequate systems and

processes in your Company commensurate with its size and scale of operations to monitor and ensure compliance with the applicable laws.

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

RELATED PARTY TRANSACTIONS

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134 of the Act, your Directors confirm having:

a) followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any;

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

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) prepared the Annual Accounts on a going concern basis;

e) laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and operating effectively; and

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

OTHER INFORMATION

Compliance with the conditions of Corporate Governance

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

Compliance with Secretarial Standards

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

Cost Records

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

Going Concern Status

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

Annual Return

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

Particulars of Loans, Guarantees or Investments

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

Particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange

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

Conservation of Energy:

a) Steps taken or impact on conservation of energy:

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

As a result of the aforesaid measures, optimum utilization of energy is being achieved in electrical units, PNG and water consumption.

b) Steps taken for utilising alternate sources of energy:

NII

c) Capital investment on energy conservation equipment:

NIL

Technology Absorption:

a) Efforts made towards technology absorption and benefits derived: NIL

b) Expenditure incurred on research and development:

NIL

Foreign exchange earnings and outgo:

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

EMPLOYEES

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

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

FORWARD-LOOKING STATEMENTS

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

CONCLUSION

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

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Mar 31, 2018

Your Directors submit their Report for the financial year ended 31st March, 2018.

BUSINESS ENVIRONMENT

As per latest IMF estimates, World GDP grew by 3.8% in 2017 representing a marked improvement over 2016, which at 3.2% was the weakest year of growth since the global financial crisis of 2009. The growth momentum is likely to sustain going forward resulting in a further pick-up in global economic growth to 3.9% in 2018. However, the increasing trend of protectionist policies in the developed world, faster pace of increase in US interest rates and progressive tapering of quantitative easing in the EU could impact capital flows and weigh on the nascent recovery in commodity-exporting emerging economies.

The Indian economy witnessed another challenging year, with Real GDP growth slowing down sharply to 6.6% compared to 7.1% in 2016-17, reflecting the short-term disruptions caused by GST implementation, residual impact of cash crunch and deceleration in net Exports. Inflation is largely within the comfort zone of the RBI and foreign capital flows into the country remained robust leading to stability in the Indian Rupee and sustained buoyancy in the capital markets.

India remains the fastest growing major economy in the world and as per median estimates, based on the Survey of Professional Forecasters conducted by the RBI, GDP is likely to grow by 7.3% in 2018-19 on the back of improvement in the net Exports position and normalisation of private consumption growth levels, partly aided by a favourable base effect despite limited scope for further reduction in interest rates on account of rising crude oil prices, anticipation of commodity prices firming up in the ensuing year and steady rise in Core CPI.

The operating environment in the hospitality sector showed signs of improvement with foreign tourist arrivals crossing the 10 million mark in 2017. With growing domestic tourism and airline passenger traffic, coupled with muted growth in supply of new Hotels, the performance of the Hotel Industry is expected to improve in the coming years.

FINANCIAL PERFORMANCE

During the year under review, your Company earned license fees of Rs.330.98 lakhs (previous year Rs.325.12 lakhs). The other income at 171.19 lakhs decreased over the last year and resultantly pre and post-tax profits declined to Rs.453.13 lakhs and Rs.336.90 lakhs respectively.

Your Directors are pleased to recommend a dividend of Rs.3.50 per Equity Share of Rs.10/- each for the year ended 31st March, 2018, thereby maintaining last year’s dividend and involving a cash outflow of Rs.160 lakhs including Dividend Distribution Tax of Rs.27 lakhs.

PROFITS, DIVIDEND AND SURPLUS

The financial results of your Company, summarised, are as under:

	PROFITS	For the year ended 31st March, 2018 (Rs.)	For the year ended 31st March, 2017 (Rs.)
a.	Profit Before Tax	4,53,12,928	4,72,47,479
b.	Tax Expense
	Current Tax	92,72,310	1,19,72,888
	Deferred Tax	23,50,502	(33,73,581)
c.	Profit for the year	3,36,90,116	3,86,48,172
d.	Other Comprehensive Income
e.	Total Comprehensive Income	3,36,90,116	3,86,48,172
	STATEMENT OF RETAINED EARNINGS
a.	At the beginning of the year	19,58,73,461	17,31,80,263
b.	Add : Total Comprehensive Income	3,36,90,116	3,86,48,172
c.	Less : Dividend paid including Income Tax on Dividend paid	1,59,54,974	1,59,54,974
d.	Less : Income Tax on Dividend paid for earlier year	3,97,513
e.	At the end of the year	21,32,11,090	19,58,73,461

WHISTLEBLOWER POLICY

The Company’s Whistleblower Policy encourages Directors and employees to bring to the Company’s attention instances of unethical behaviour, actual or suspected incidents of fraud or violation of the GHL Code of Conduct that could adversely impact the Company’s operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company’s Policy to ensure that no employee is victimised or harassed for bringing such incidents to the attention of the Company.

The practice of the Whistleblower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee. The Whistleblower Policy is available on the Company’s website at http://www.gujarathotelsltd.in/ CorporateGovernance.html.

DEPOSITS

Your Company has not accepted any deposit from the public / members under Section 73 of the Companies Act, 2013 (‘the Act’) read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

DIRECTORS

Changes in Directors and Key Managerial Personnel

During the period under review, there was no change in the composition of the Board of Directors and Key Managerial Personnel of your Company.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with Article 147 of the Articles of Association of the Company, Ms. Devkanya Roy Choudhury will retire by rotation at the ensuing Annual General Meeting (‘AGM’) of your Company and being eligible, offers herself for re-election. Your Board recommends her re-election.

Number of Board Meetings

During the year ended 31st March, 2018, four meetings of the Board were held.

Attributes, Qualifications & Independence of Directors and their Appointment

As reported last year, the Nominations and Remuneration Committee of the Board had approved the criteria for determining qualifications, positive attributes and independence of Directors in terms of the Act and the Rules thereunder, both in respect of Independent Directors and other Directors as applicable. The criteria, inter alia, requires that Directors shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration or other disciplines related to the Company’s business.

The Board Diversity Policy of the Company requires the Board to have a balance of skills, experience and diversity of perspectives appropriate to the Company. The Articles of Association of the Company provide that the strength of the Board shall not be fewer than three nor more than twelve.

Directors are appointed / re-appointed with the approval of the Members. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise approved by the Members. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

The Independent Directors of your Company have confirmed that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

The Company’s Policy on remuneration of Directors, Key Managerial Personnel and other employees is provided under the section ‘Report on Corporate Governance’ in the Report and Accounts.

Board Evaluation

The Nominations and Remuneration Committee has approved the Policy on Board Evaluation, Evaluation of Board Committees’ functioning and individual Director Evaluation. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Listing Regulations. The parameters for Board performance evaluation have been derived from the Board’s core role of trusteeship to protect and enhance shareholder value as well as fulfill expectations of other stakeholders through strategic supervision of the Company. Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by respective Committee Chairman with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings and in assisting the Board in realising its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals.

While the Board evaluated its performance against the parameters laid down by the Nominations and Remuneration Committee, the evaluation of individual Directors was carried out anonymously in order to ensure objectivity. The Board was briefed on functioning of Board Committees by the respective Committee Chairmen.

AUDIT COMMITTEE & AUDITORS

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

Statutory Auditors

The Auditors, Messrs. K C Mehta & Co., Chartered Accountants, (KCM), were appointed with your approval at the Thirty Fifth AGM to hold such office till the conclusion of the Fortieth AGM.

On the recommendation of the Audit Committee, the Board recommended for the ratification of the Members, the appointment of KCM from the conclusion of the ensuing AGM till the conclusion of the Thirty Seventh AGM. On the recommendation of the Audit Committee, the Board also recommended for the approval of the Members, the remuneration of KCM for the financial year 2018-19. Appropriate resolution for this purpose forms part of the Notice convening the ensuing AGM of the Company.

Secretarial Auditors

Your Board appointed Messrs. PB & Associates, Company Secretaries, to conduct the secretarial audit of the Company for the financial year ended 31st March, 2018. Their report is provided in the Annexure forming part of this Report, in terms of Section 204 of the Act.

RELATED PARTY TRANSACTIONS

All contracts or arrangements entered into by the Company with its related parties during the financial year were in accordance with the provisions of the Act and the Listing Regulations, were on arm’s length basis and in the ordinary course of business, and all such contracts or arrangements have been approved by the Audit Committee. Further, the prescribed details of related party transactions of the Company in Form No. AOC-2, in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in the Annexure to this Report. Your Company’s Policy on Related Party Transactions, as adopted by your Board, can be accessed on the website at http:// www.gujarathotelsltd.in/policies Policy_on_Related_Party_ Transactions.pdf.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134 of the Act, your Directors confirm having:

a) followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any;

b) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) prepared the Annual Accounts on a going concern basis;

e) laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and operating effectively; and

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

OTHER INFORMATION Compliance with the conditions of Corporate Governance

The certificate from your Company’s Auditors, Messrs. K C Mehta & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is annexed.

Compliance with Secretarial Standards

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

Going Concern Status

There is no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operations.

Extract of Annual Return

The information required under Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is provided in the Annexure forming part of this Report.

Particulars of Loans, Guarantees or Investments

During the year ended 31st March, 2018, the Company has neither given any loan or guarantee nor has it made any investment under the provisions of Section 186 of the Act.

Particulars relating to Conservation of Energy and Tech nology Absorption

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

Conservation of Energy:

Steps taken on conservation of energy and impact thereof:

Steps taken by the Company for utilising alternate sources of energy: NIL

Capital investment on energy conservation equipment: NIL Tech nology Absorption:

i) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc.:

ii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

A) Details of technology imported - NIL

B) Year of import - NIL

C) Whether the technology has been fully absorbed -NIL

D) If not fully absorbed, areas where absorption has not taken place, and the reasons therefor - NIL

iii) Expenditure incurred on research and development -NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year 2017-18, foreign exchange earnings of the Hotel aggregated Rs.958.87 lakhs (previous year Rs.989.80 lakhs), while expenditure in foreign currency aggregated Rs.32.30 lakhs (previous year Rs.22 lakhs).

EMPLOYEES

The total number of employees of the Company as on 31st March, 2018 stood at 187.

There were no employees, who were employed throughout the year and were in receipt of remuneration aggregating Rs.1.02 crores or more or were employed for part of the year and were in receipt of remuneration aggregating Rs.8.50 lakhs per month or more during the financial year ended 31st March, 2018.

The details of top ten employees of the Company in terms of remuneration drawn, as required under Section 197(12) of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this Report.

FORWARD-LOOKING STATEMENTS

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

CONCLUSION

Your Directors and employees look forward to the future with confidence and stand committed to creating an even brighter future for all stakeholders.

On behalf of the Board

Place : New Delhi D R Choudhury J Singh

Date : 17th April, 2018 Director Director

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Mar 31, 2017

The Directors submit their Report for the financial year ended 31st March, 2017.

The financial results of your Company, summarized, are as under:

	Profits	For the year ended 31st March, 2017 (Rs.)	For the year ended 31st March, 2016 (Rs.)
a.	Profit Before Tax	4,72,47,479	4,86,59,453
b.	Tax Expense Current Tax	1,19,72,888	1,22,25,327
	Deferred Tax	(33,73,581)	38,90,240
c.	Profit for the year	3,86,48,172	3,25,43,886
d.	Other Comprehensive Income
e.	Total Comprehensive Income	3,86,48,172	3,25,43,886
	Statement of Retained Earnings
	At the beginning of the year	17,31,80,263	15,65,91,351
	Add: Profit for the year	3,86,48,172	3,25,43,886
	Less: Others Comprehensive Income (Net of Tax)
	Dividend paid including Income Tax on Dividend paid	1,59,54,974	1,59,54,974
	At the end of the year	19,58,73,461	17,31,80,263

HOTEL OPERATIONS

The operating environment in the hospitality sector remained challenging during the year. While second half initially indicated signs of pick-up in the Hotels industry, collateral impact on the economy on account of currency crunch limited the recovery.

Your Hotel, WelcomHotel Vadodara, licensed to ITC Limited recorded an income of Rs.2192.11 lakhs during the year as compared to Rs.2,352.01 lakhs in the previous year. The operational performance was impacted as certain projects in the vicinity of the city had been deferred limiting the flow of long staying guests. While, there was a marginal improvement in average room rates, occupancy remained under pressure as certain properties in the city were renovated and rebranded as members of international chains.

The food & beverage segment of your Company''s Hotel continues to be a major strength. The Peshawri Restaurant and the Welcom Cafe Cambay both retained their premium leadership positions in the respective segments

Your Hotel also targets a continuous reduction in energy and water consumption and enhanced usage of renewable energy sources.

Your Company has filed a writ petition in the Gujarat High Court seeking that the Gujarat State Government be directed to take action on your Company''s application to have the leasehold land of the Hotel converted to freehold and transferred to your Company as per the existing Government policy in this regard. The Honourable High Court passed an order of status quo dated 24th December, 2014 to be maintained in the matter and the writ petition is pending.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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

INTERNAL FINANCIAL CONTROLS

Your Company''s Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Audit Committee and the Board. Policies are reviewed and updated from time to time. These in turn are supported by a set of business specific policies and Standard Operating Procedures (SOPs). Systems, SOPs and controls are reviewed by management and audited by Internal Auditor whose findings and recommendations are reviewed by the Audit Committee and tracked through to implementation.

Your Company maintains its Books of Account in electronic form. Your Company has in place adequate internal financial controls with reference to the Financial Statements.

The Internal Auditors of the Company evaluates the adequacy and efficacy of such internal financial controls. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless your Company recognises that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

AUDIT AND SYSTEMS

Your Company believes that internal control is a necessary adjunct of the principle of governance that freedom of management should be exercised within a framework of appropriate checks and balances. Your Company remains committed to ensuring an effective internal control environment that provides assurance and comfort on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds / errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

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

The Internal Audit function consisting of an outsourced professional firm is resourced to deliver high standards audit assurances.

The Audit Committee of your Board met four times during the year. The Terms of Reference of the Audit Committee included reviewing the adequacy and effectiveness of the internal control environment, monitoring implementation of the action plans emerging out of Internal Audit findings including those relating to strengthening of your Company''s risk management systems, and discharge of statutory mandates.

DEPOSITS

Your Company has not accepted any deposit from the public / members under Section 73 of the Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

DIRECTORS

Changes in Directors

During the period under review, there was no change in the composition of the Board of Directors.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with Article 147 of the Articles of Association of the Company, Mr. Nakul Anand will retire by rotation at the ensuing Annual General Meeting (AGM) of your Company and being eligible, offers himself for re-election. Your Board recommends his re-election.

Number of Board Meetings

During the year ended 31st March, 2017, four meetings of the Board were held.

Attributes, Qualifications & Independence of Directors and their Appointment

The Nominations and Remuneration Committee of the Board had approved the criteria for determining qualifications, positive attributes and independence of Directors in terms of the Act and the Rules there under, both in respect of Independent Directors and other Directors as applicable, as reported last year. The criteria interalia, requires that Directors shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration or other disciplines related to the Company''s business.

The Board Diversity Policy of the Company requires the Board to have a balance of skills, experience and diversity of perspectives appropriate to the Company. The Articles of Association of the Company provide that the strength of the Board shall not be fewer than three nor more than twelve.

Directors are appointed / re-appointed with the approval of the members. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise approved by the members. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-appointment.

The Independent Directors of your Company have confirmed that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Remuneration Policy

The Company''s Remuneration Policy aims at attracting and retaining high caliber talent. The Remuneration Policy, therefore, is market-led and takes into account the competitive circumstances so as to attract and retain quality talent and leverage performance significantly.

The Policy on remuneration of Directors, Key Managerial Personnel and other employees of the Company is provided in the Annexure forming part of this Report.

Board Evaluation

The Nominations and Remuneration Committee has approved the Policy on Board Evaluation, Evaluation of Board Committees'' functioning and individual Director Evaluation. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015. The parameters for Board performance evaluation have been derived from the Board''s core role of trusteeship to protect and enhance shareholder value as well as fulfill expectations of other stakeholders through strategic supervision of the Company. Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by each Committee Chairman with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings and in assisting the Board in realizing its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals.

While the Board evaluated its performance against the parameters laid down by the Nominations and Remuneration Committee, the evaluation of individual Directors was carried out anonymously in order to ensure objectivity. The Board was briefed on functioning of Board Committees by the respective Committee Chairmen.

AUDIT COMMITTEE & AUDITORS

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

Statutory Auditors

The Company''s present Auditors, Messrs Talati & Talati, Chartered Accountants, were appointed with your approval at the Thirty Second AGM to hold such office for a period of three years till the conclusion of the Thirty-Fifth AGM i.e. the ensuing AGM.

Your Board, on the recommendation of the Audit Committee, has recommended the appointment of Messrs K C Mehta & Co., Chartered Accountants, (KCM), as Auditors of the Company for a period of five years in accordance with section 139(1) of the Act. KCM have given their consent and certificate for appointment as the Auditors of the Company. Appropriate resolution in respect of the above appears in the Notice convening the ensuing AGM of the Company.

Secretarial Auditors

Your Board appointed Messrs PB & Associates, Company Secretaries, to conduct the secretarial audit of the Company for the financial year ended 31st March, 2017. Their report is provided in the Annexure forming part of this Report, in terms of Section 204 of the Act.

RELATED PARTY TRANSACTIONS

All contracts or arrangements entered into by the Company with its related parties during the financial year were in accordance with the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All such contracts or arrangements have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Further, the prescribed details of related party transactions of the Company in Form No. AOC-2, in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in the Annexure to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act your Directors confirm having: -

a) followed in the preparation of the Annual Accounts the applicable Accounting Standards with proper explanation relating to material departures, if any;

b) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) prepared the Annual Accounts on a going concern basis;

e) laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and operating effectively; and

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

OTHER INFORMATION

Compliance with conditions of Corporate Governance

In terms of Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the Corporate Governance requirements is not mandatory for your Company. Hence, certificate from the Auditors confirming compliance with the conditions of Corporate Governance has not been obtained.

However, a brief reports on Corporate Governance and Shareholder Information are provided in the Annexure forming part of this report.

Going Concern Status

There is no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operations.

Extract of Annual Return

The information required under Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, provided in the Annexure forming part of this report.

Particulars of Loans, Guarantees or Investments

During the year ended 31st March, 2017, the Company has neither given any loan or guarantee nor has made any investment under the provisions of Section 186 of the Act.

Particulars relating to Conservation of Energy and Technology Absorption

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

Conservation of Energy:

Steps taken on conservation of energy and impact thereof:

Sl. No.	Description
1.	Installation of heat pumps for hot water generation and air conditioning.
2.	4 water pumps replaced with energy efficient pumps.
3.	Improved efficiency in lighting system by installation of 38 No’s of 5 W & 35 No’s of 5.5 W LED in place of 20 W CFL.
4.	Installation of energy efficient Fan Coil Units (FCU) for guest rooms.
5.	Installation of Variable Frequency Drive (VFD) to optimize energy consumption.
6.	Process improvement to enhance productivity and reduce specific energy consumption.

Steps taken by the Company for utilizing alternate sources of energy: NIL

Capital investment on energy conservation equipment: NIL Technology Absorption:

i) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc.:

Sl. No.	Description	Benefits
1.	Installation of chest freezer and bottler chiller.	For product improvement.
2.	Renovation of bathroom, plumbing fixtures of 53 corporate rooms with basin tap mixers.	For product up gradation
3.	Installation of pizza cabinet machine.	For product improvement
4.	Replacement of Gym equipments with advanced treadmill, rower and recumbent bike.	For product improvement
5.	Installation of WAN optimizer.	For product up gradation
6.	Installation of storage compactor and renovation of food store room.	For hygiene and product improvement.

ii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

A) Details of technology imported - NIL

B) Year of import - NIL

C) Whether the technology been fully absorbed - NIL

D) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore - NIL

iii) Expenditure incurred on research and development - NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year 2016-17, foreign exchange earnings of the Hotel were Rs.9,898 lakhs (previous year Rs.1,128 lakhs). During the year, your Hotel''s expenditure in foreign currency amounted to Rs.22 lakhs (previous year Rs.24.27 lakhs).

Employees

The total number of employees as on 31st March, 2017 stood at 175.

There were no employees, who were employed throughout the year and were in receipt of remuneration aggregating Rs.1.02 crores or more or were employed for part of the year and were in receipt of remuneration aggregating Rs.8.5 lacs per month or more during the financial year ended 31st March, 2017. The information required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this Report.

FORWARD-LOOKING STATEMENTS

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

FUTURE PROSPECTS

Your Directors view the long term growth prospects of the hotel industry with confidence. The Central Government is continuing its efforts under the Make in India programme and many positive signals have been received from various international manufacturers indicating their willingness to set up manufacturing joint ventures in India. Business travel shall definitely pick up once these ventures see the light of day. Your Company is well poised to seize the unfolding growth opportunities.

On behalf of the Board

Place : New Delhi D R Choudhury J Singh

Date : 22nd April, 2017 Director Director

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Mar 31, 2016

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016

The Directors submit their Report for the financial year ended 31st March, 2016.

Profits, Dividend and Surplus

The financial results of your Company, summarized, are as under:

	Particulars	For the year ended 31st March 2016 (Rs.)	For the year ended 31st March 2015 (Rs.)
a.	Profit Before Tax	3,66,43,937	4,00,05,312
b.	Tax Expense Current Tax	1,22,25,327	1,28,50,171
	Deferred Tax	(82,462)	(1,83,280)

c.	Profit After Tax	2,45,01,072	2,73,38,421
d.	Add : Profit brought forward from previous years	13,46,02,928	12,59,20,126
e.	Surplus available for appropriation	20,78,90,802	20,59,30,750
	Less: - Depreciation on transition to Schedule II of the Companies Act, 2013 on Tangible Fixed Assets (Net of Deferred Tax Rs.4,867/-)		15,002
	- Transfer to General Reserve		27,33,842
	- Proposed Dividend	1,32,56,303	1,32,56,303
	- Dividend Distribution Tax on Proposed Dividend	27,46,870	26,50,472
f.	Balance carried forward to the following year	14,31,00,827	13,46,02,928

HOTEL OPERATIONS

Your Company’s Hotel, WelcomHotel Vadodara, licenced to ITC Limited continues to retain its market standing in the city of Vadodara. The Hotel recorded an income of Rs.2,352.01 lakhs during the year as compared to Rs.2,167.60 lakhs in the previous year. There was an improvement in both occupancy and average room rates despite pressure in the backdrop as some older properties in and around Vadodara were renovated and rebranded as members of international chains.

The food & beverage segment of your Company’s Hotel continues to be a major strength. The Peshawari restaurant and the Welcom Cafe Cambay both retained their premium leadership positions in the respective segments.

Your Company continued to focus upon ‘Lean’ and ‘Six Sigma’ programmes to ensure efficiencies in its business operations as also for improved service delivery to its customers. Your Hotel also targets a continuous reduction in energy and water consumption and enhanced usage of renewable energy sources.

Your Company has received arbitration award dated 11th February, 2016 from Justice C K Thakker determining the revised valuation of land at less than half of the valuation as contended by the State Government. Accordingly, the lease rentals have been paid after adjusting lease rentals already paid prior to the Arbitral Award.

Your Company has filed a writ petition in the Gujarat High Court seeking that the Gujarat State Government be directed to take action on your Company’s application to have the leasehold land of the Hotel converted to freehold and transferred to your Company as per the existing government policy in this regard.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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

INTERNAL FINANCIAL CONTROLS

Your Company’s Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Audit Committee and the Board. The Accounting Policies are reviewed and updated from time to time. These in turn are supported by a set of business specific policies and Standard Operating Procedures (SOPs).Systems, SOPs and controls are reviewed by management and audited by Internal Auditor whose findings and recommendations are reviewed by the Audit Committee and tracked through to implementation.

Your Company maintains its Books of Account in electronic form. Your Company has in place adequate internal financial controls with reference to the Financial Statements.

The Internal Auditors of the Company evaluates the adequacy and efficacy of such internal financial controls. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless your Company recognizes that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

AUDIT AND SYSTEMS

Your Company believes that internal control is a necessary concomitant of the principle of governance that freedom of management should be exercised within a framework of appropriate checks and balances. Your Company remains committed to ensuring an effective internal control environment that inter alia provides assurance on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds / errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

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

The Internal Audit function consisting of an outsourced professional firm is resourced to deliver the audit assurances meeting high standards.

The Audit Committee of your Board met four times during the year. The Terms of Reference of the Audit Committee inter alia included reviewing the adequacy and effectiveness of the internal control environment, monitoring implementation of the action plans emerging out of Internal Audit findings including those relating to strengthening of your Company’s risk management systems and discharge of statutory mandates.

DEPOSITS

Your Company has not accepted any deposit from the public / members under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year.

DIRECTORS Changes in Directors

Mr. Arun Pathak stepped down as a Non-Executive Director of your Company with effect from 15th April, 2016. Your Directors would like to record their appreciation of the services rendered by him.

Mr Jagdish Singh, on the recommendation of the Nominations and Remuneration Committee, was appointed by the Board of Directors of the Company (‘the Board’) as an Additional Nonexecutive Director of your Company on 16th April, 2016. By virtue of the provisions of Article 130 of the Articles of Association of your Company and Section 161 of the Companies Act, 2013 (‘the Act’), Mr. Singh will vacate office at the ensuing Annual General Meeting (‘AGM’) and being eligible, offers himself for appointment. Your Board recommends his appointment.

Appropriate resolution seeking your approval to the aforesaid appointment appears in the Notice convening the Thirty Fourth AGM of your Company.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with Article 147 of the Articles of Association of the Company, Ms Devkanya Roy Choudhury will retire by rotation at the ensuing AGM of your Company and being eligible, offers herself for re-election. Your Board recommends her reelection.

Number of Board Meetings

During the year ended 31st March, 2016, four meetings of the Board were held.

Attributes, Qualifications & Independence of Directors and their Appointment

The Nominations and Remuneration Committee of the Board had approved the criteria for determining qualifications, positive attributes and independence of Directors in terms of the Act and the Rules there under, both in respect of Independent Directors and other Directors as applicable, as reported last year. The criteria inter alia requires that Directors shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration or other disciplines related to the Company’s business.

The Board Diversity Policy of the Company requires the Board to have balance of skills, experience and diversity of perspectives appropriate to the Company. The Articles of Association of the Company provide that the strength of the Board shall not be fewer than three nor more than twelve.

Directors are appointed / re-appointed with the approval of the Members. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise approved by the Members. One-third of the Directors who are liable to retire by rotation retire every year and are eligible for re-election.

The Independent Directors of your Company have confirmed that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Remuneration Policy

The Company’s Remuneration Policy aims at attracting and retaining high caliber talent. The Remuneration Policy, therefore, is market-led and takes into account the competitive circumstances so as to attract and retain quality talent and leverage performance significantly.

The Policy on remuneration of Directors, Key Managerial Personnel and other employees of the Company is provided in the Annexure forming part of this Report.

Board Evaluation

The Nominations and Remuneration Committee has approved the Policy on Board Evaluation, Evaluation of Board Committees’ functioning and individual Director Evaluation. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The parameters for Board performance evaluation have been derived from the Board’s core role of trusteeship to protect and enhance shareholder value as well as fulfill expectations of other stakeholders through strategic supervision of the Company. Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by respective Committee Chairman with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings and in assisting the Board in realizing its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals.

While the Board evaluated its performance against the parameters laid down by the Nominations and Remuneration Committee, the evaluation of individual Directors was carried out anonymously in order to ensure objectivity. The Board was briefed on functioning of Board Committees by the respective Committee Chairmen.

AUDIT COMMITTEE & AUDITORS

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

Statutory Auditors

The Auditors, Messrs Talati & Talati, Chartered Accountants, were appointed with your approval at the Thirty Second AGM to hold such office for a period of three years. The Board, in terms of Section 139 of the Act, on the recommendation of the Audit Committee, has recommended for the ratification of the Members the appointment of Messrs Talati & Talati from the conclusion of the ensuing AGM till the conclusion of the Thirty Fifth AGM. The Board, in terms of Section 142 of the Act, on the recommendation of the Audit Committee, has also recommended for the approval of the Members the remuneration of Messrs Talati & Talati for the financial year 2016-17. Appropriate resolution in respect of the above appears in the Notice convening the Thirty Fourth AGM of the Company.

Secretarial Auditors

Your Board, during the year, appointed Messrs P B & Associates, Company Secretaries, to conduct secretarial audit of the Company for the financial year ended 31st March, 2016. The Report of Messrs. P B & Associates, Company Secretaries, in terms of Section 204 of the Act, is provided in the Annexure forming part of this Report.

RELATED PARTY TRANSACTIONS

All contracts or arrangements entered into by the Company with its related parties during the financial year were in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and erstwhile Clause 49 of the Listing Agreement. All such contracts or arrangements have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Further, the prescribed details of related party transactions of the Company in Form No. AOC-2, in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in the Annexure to this Report.

Your Company’s Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Company’s website at http://www.gujarathotelsltd.in/policies Policy_ on_ Related_Party_Transactions.pdf

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134 of the Companies Act, 2013, your Directors confirm having: -

a) followed in the preparation of the Annual Accounts the applicable Accounting Standards with proper explanation relating to material departures, if any;

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

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) prepared the Annual Accounts on a going concern basis;

e) laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and operating effectively; and

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

OTHER INFORMATION

Compliance with conditions of Corporate Governance

In terms of Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the Corporate Governance requirements is not mandatory for your Company. Hence, certificate from the Auditors confirming compliance with the conditions of Corporate Governance has not been obtained.

However, brief reports on Corporate Governance and Shareholder Information are attached as Annexure to this Report.

Going Concern Status

There is no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operations.

Extract of Annual Return

The information required under Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is annexed.

Particulars of Loans, Guarantees or Investments

During the year ended 31st March, 2016, the Company has neither given any loan or guarantee nor has it made any investment under the provisions of Section 186 of the Companies Act, 2013.

Particulars relating to Conservation of Energy and Technology Absorption

Particulars as required under Section 134 of the Companies Act, 2013 relating to Conservation of Energy and Technology Absorption are provided below:-

Conservation of Energy:

Steps taken on conservation of energy and impact thereof:

Sl. No	Description
No.
1.	Conversion of diesel to gas for non-IBR steam boiler.
2.	Conversion of cold room no 2 with CFC-free refrigerant and energy-efficient compressor.
3.	Installed 46 no’s 5W LED lamps in place of 20W halogen lamps.
4.	Installed 83 no’s 6W LED lamps in place of 18W CFL lamps.
Total Electricity saved over last year due to above initiative is 25000 KWH.

Steps taken by the Company for utilizing alternate sources of energy : NIL

Capital investment on energy conservation equipment: NIL

Technology Absorption:

i) Efforts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc. is provided here under :

Sl. No.	Description	Benefits
1.	Installed 200TR energy-efficient induced draft type cooling tower	For product improvement
2.	Renovated 23 no’s standard category guest rooms'' bathroom	For product improvement
3.	Installed key management system in time office	For automation and security
4.	Replaced old desktop PCs with new one	For automation
5.	Networking up gradation	For product up gradation

6.	Installed RFID technology based guest rooms'' main door access locking system	For product up gradation
7.	Installed gas leak detection system in LP gas bank	For automation and safety

ii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

A) Details of technology imported - NIL

B) Year of import -NIL

C) Whether the technology been fully absorbed - NIL

D) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore - NIL

iii) Expenditure incurred on research and development - NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year 2015-16, foreign exchange earnings of the Hotel were Rs.1,128 lakhs as against Rs.1,106 lakhs in the previous year. During the year, your hotel’s expenditure in foreign currency amounted to Rs.24.27 lakhs (previous year Rs.7.34 lakhs).

Employees

The total number of employees as on 31st March, 2016 stood at 183.

There were no employees who were employed throughout the year and were in receipt of remuneration aggregating Rs.60 lakhs or more or were employed for part of the year and were in receipt of remuneration aggregating Rs.5 lakhs per month or more during the financial year ended 31 st March, 2016. The information required under Section 197(12) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of this Report.

FORWARD-LOOKING STATEMENTS

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

FUTURE PROSPECTS

Your Directors view the long term growth prospects of the hotel industry with confidence. The Central Government is continuing its efforts under the Make in India programme and many positive signals have been received from various international manufacturers indicating their willingness to set up manufacturing joint ventures in India. Business travel shall definitely pick up once these ventures see the light of day. Your Company is well poised to seize the unfolding growth opportunities.

On behalf of the Board

Place: New Delhi D R Choudhury J Singh

Date : 16th April, 2016 Director Director

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Mar 31, 2014

The Directors submit their Report for the financial year ended 31st March, 2014.

FINANCIAL PERFORMANCE

During the year under review, your Company earned a licence fee of Rs. 299.64 lakhs (previous year Rs. 335.11 lakhs) showing a de-growth of over 11% over last year. However, other income of your Company grew by over 12% to Rs. 151.03 lakhs (previous year Rs. 134.47 lakhs). Post tax profits at Rs. 327.14 lakhs (previous year Rs. 334.40 lakhs) registered a de-growth of 2%. During the year, the portfolio of your Company''s investments were rebalanced to increase the quantum of long- dated Fixed Maturity Plans thereby yielding enhanced returns. All investment decisions in deployment of surplus funds continue to be guided by the tenets of Safety, Liquidity and Return.

Despite negative growth, your Directors are pleased to recommend a dividend of Rs. 3.50 per equity share of Rs. 10/- each for the year ended 31st March, 2014, thereby maintaining last year''s dividend and involving a cash flow of Rs. 155.09 lakhs including Dividend Distribution Tax of Rs. 22.53 lakhs. Your Board further recommends a transfer to General Reserve of Rs. 32.71 lakhs (previous year Rs. 33.44 lakhs). Consequently, your Board recommends leaving an unappropriated balance in the Statement of Profit & Loss of Rs. 1259.20 lakhs (previous year Rs. 1119.87 lakhs).

HOTEL OPERATIONS

The hospitality sector continued to be adversely impacted by the weak economic environment prevailing in major international source markets and within India on the one hand, and significant additions to room supplies in key Indian cities on the other. During the year, the domestic tourism industry remained sluggish with foreign tourist arrivals and domestic air travel growing at a modest 4.7% and 5.2% respectively. Your Company''s hotel Welcom Hotel Vadodara, licenced to ITC Limited, continued to retain its premier positioning in the city of Vadodara but operational performance was impacted mainly on account of the relatively weak pricing scenario and increase in operating costs in an inflationary environment. However, the long-term outlook for the Indian Hotel Industry remains positive with prospects of revival in the global and domestic economy.

During the year, your Company''s Hotel leveraged its ''Lean'' and ''Six Sigma'' programmes to improve business efficiencies. This will further enhance

capability to create superior customer value through a service excellence framework.

Your Company is pursuing the arbitration proceedings in a bid to settle the pending lease revision with respect to land on which your hotel is built. Arguments are on going before the Arbitrator. Your Company has filed a writ petition in the Gujarat High Court seeking that the Gujarat State Government be directed to take action on your Company''s application to have the leasehold land of the Hotel converted to freehold and transferred to your Company as per the existing government policy in this regard.

Foreign exchange earnings of the hotel during the year were Rs. 966 lakhs as against Rs.1187 lakhs in the previous year. During the year, your hotel''s expenditure in foreign currency amounted to Rs/ 2.06 lakhs (previous year Rs. 49.36 lakhs).

CONSERVATION OF ENERGY

Considering the fact that the Company''s hotel is under an operating licence with ITC Limited, no comment is made on conservation of energy. However, the hotel continues to focus on energy conservation, safety and environment.

EMPLOYEES

Your Directors wish to record their sincere appreciation of the efforts made and the support rendered by the employees of the Company. Your Company''s total manpower strength as deployed in the Company''s hotel is 188.

None of the employees fall under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

In accordance with the provisions of Article 147 of the Articles of Association of the Company, Mr Chandrasekhar Subrahmoneyan will retire by rotation at the ensuing Annual General Meeting of your Company and, being eligible, offers himself for re- election. The Board has recommended his re-election.

COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956

A certificate issued by Messrs H M Mehta & Associates, Company Secretaries, in terms of the provisions of Section 383A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

AUDITORS

Messrs Talati & Talati, Statutory Auditors, retire at the ensuing Annual General Meeting have confirmed their eligibility and have offered themselves for re- appointment as Statutory Auditors. In accordance with Section 139 of the Companies Act, 2013, your Directors have recommended for your approval the appointment of Messrs Talati & Talati as the Statutory Auditors of the Company for a period of three years.

OTHER INFORMATION

The certificate of the Auditors, Messrs Talati & Talati, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is annexed to the Report.

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 15th April, 2014 and recommended them for the approval of the Board of Directors.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm having:

(i) followed in the preparation of the Annual Accounts the applicable accounting standards along with proper explanations relating to material departures, if any;

(ii) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

(iv) prepared the Annual Accounts on a going concern basis.



On behalf of the Board

Chandrasekhar Subrahmoneyan Arun Pathak Director Director

Place : Gurgaon Date : 15th April, 2014

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Mar 31, 2013

The Directors submit their Report for the financial year ended 31 st March, 2013.

FINANCIAL PERFORMANCE

During the year under review, your Company earned licence fee ofRs. 335.11 lakhs (previous year - Rs. 361.25 lakhs) showing a de-growth of 7% over last year. However, other income of the Company grew by 44% to Rs. 134.47 lakhs (previous year - Rs. 93.24 lakhs). Pre tax profit increased by 5% to Rs. 442.20 lakhs (previous yearRs. 419.58 lakhs) while post tax profits atRs. 334.40 lakhs registered a growth of 10% (previous year Rs. 304.37 lakhs) mainly due to investment of surplus funds in treasury operations covering mutual funds which led to enhanced yields for the year. Earnings per share for the year stood at Rs. 8.83 (previous yearRs. 8.04) and Cash Flows from operations were Rs. 190.53 lakhs (previous year Rs. 204.64 lakhs).

Your Directors are pleased to recommend a dividend of Rs. 3.50 per equity share of Rs. 10/- each (previous year - Rs. 3.25 per equity share) for the year ended 31st March, 2013. Your Board further recommends a transfer to General Reserve of Rs. 33.44 lakhs (previous yearRs. 30.44 lakhs).

HOTEL OPERATIONS

The weak global and domestic economic environment caused sluggishness in the domestic tourism industry during the year. Your Company''s hotel WelcomHotel Vadodara, licenced to ITC Limited, continues to retain its premier positioning in the city of Vadodara. The hotel recorded an income of Rs. 2279 lakhs during the year as compared to Rs. 2441 lakhs in the previous year reflecting the weaker economic scenario. However, it is believed that Indian economy is robust and the State of Gujarat has become a major investment destination and is expected to augment new businesses in its wake. In view of positive outlook, your Company''s hotel has upgraded its front and back end IT systems and other facilities to contemporary international standards to maximize operational efficiencies. The hotel has been awarded ISO 22000:2005 Business Assurance Food Safety System Certificate and has been recertified ISO 14001:2004 in compliance with the environmental management systems.

Your Company is pursuing the arbitration proceedings in a bid to settle the pending lease revision with respect to land on which your hotel is built. Pleadings of both the parties are over and final arguments before the Arbitrator are scheduled shortly. Your Company has filed a writ petition in the Gujarat High Court seeking that the Gujarat State Government be directed to take action on the Company''s application to have the leasehold land of the Hotel transferred to the Company as per the existing Government policy in this regard.

Foreign exchange earnings of the hotel during the year were Rs. 1187 lakhs as againstRs. 1342 lakhs in the previous year. During the year your hotel''s expenditure in foreign currency amounted toRs.49.36 lakhs (previous yearRs. 12.7 lakhs).

CONSERVATION OF ENERGY

Considering the fact that the Company''s hotel is under an operating licence with ITC Limited, no comment is made on conservation of energy. However, the hotel continues to focus on energy conservation, safety and environment.

EMPLOYEES

Your Directors wish to record their sincere appreciation of the efforts made and the support rendered by the employees of the Company. Your Company''s total manpower strength as deployed in the Company''s hotel is 190.

None of the employees fall under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

In accordance with the provisions of Article 147 of the Articles of Association of the Company, Mr. Cheruvettolil Kochukoshy Koshy and Mr. Mahalinga Narayanan will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-election. The Board has recommended their re-election.

COMPLIANCE CERTIFICATE UNDER COMPANIESACT,1956

A certificate issued by Messrs H. M. Mehta & Associates, Company Secretaries, in terms of the provisions of Section 383A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

AUDITORS

The Company''s Auditors, Messrs Talati & Talati, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

OTHER INFORMATION

The certificate of the Auditors, Messrs Talati & Talati, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is annexed to the Report.

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 25th April, 2013 and recommended them for the approval of the Board of Directors.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

(i) followed in the preparation of the Annual Accounts the applicable accounting standards along with proper explanations relating to material departures, if any;

(ii) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

(iv) prepared the Annual Accounts on a going concern basis.

On behalf of the Board

Chandrasekhar

Subrahmoneyan Arun Pathak

Director Director

Place : New Delhi

Date :25th April, 2013

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Mar 31, 2012

The Directors submit their Report for the financial year ended 31st March, 2012.

FINANCIAL PERFORMANCE

During the year under review, your Company earned a licence fee of Rs 361.25 lakhs (previous year - Rs 392.30 lakhs) showing a de growth of 7.91% over last year. This reflects the impact of the general economic environment. The net profit of the Company increased to Rs 304.37 lakhs (previous year - Rs 294.97 lakhs) registering a growth of 3.19%. The Company's focus on proactive treasury operations to invest surplus funds in tax saving mutual funds led to enhanced yields and reduced income tax for the year to Rs 115.21 lakhs (previous year - Rs 134.66 lakhs). Earnings per share for the year stood at Rs 8.04 and Cash Flows from operations were Rs 204.64 lakhs.

Your Directors are pleased to recommend a dividend of Rs 3.25 per equity share of Rs 10/- each (previous year - Rs 3/- per equity share) for the year ended 31st March, 2012. Your Board further recommends a transfer to General Reserve of Rs 30.44 lakhs (previous year - Rs 29.50 lakhs).

HOTEL OPERATIONS

Your Company's hotel Welcom Hotel Vadodara, licenced to ITC Limited, continues to retain its market leadership in the city of Vadodara. The hotel recorded an income of Rs 2444 lakhs during the year as compared to Rs 2650 lakhs in the previous year.

Your Company is pursuing the arbitration proceedings in a bid to settle the pending lease revision with respect to land on which your hotel is built. Your Company has filed its statement of claims with the Arbitrator and expects him to pass appropriate orders in this regard going forward.

The foreign exchange earnings of the hotel during the year were Rs 1342 lakhs as against Rs 1391 lakhs in the previous year.

CONSERVATION OF ENERGY

Considering the fact that the Company's hotel is under an operating licence with ITC Limited, no comment is made on conservation of energy. However, the hotel continues to focus on energy conservation, safety and environment.

EMPLOYEES

Your Directors wish to record their sincere appreciation of the efforts made and the support rendered by the employees of the Company. Your Company's total manpower strength as deployed in the Co mpany's hotel is 202.

None of the employees fall under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Mr Arun Pathak was appointed as an Additional Director of the Company with effect from 12th November, 2011. As per the provisions of Section 260 of the Companies Act, 1956, read with Article 130 of the Articles of Association of the Company, Mr Pathak would vacate office at the forthcoming Annual General Meeting (AGM) and being eligible, offers himself for appointment. Notice has been received from a Member of the Company under Section 257 of the Companies Act, 1956 for the appointment of Mr Pathak as Director. Appropriate resolution seeking your approval to his appointment is appearing in the Notice convening the 30th AGM of the Company.

In accordance with the provisions of Article 147 of the Articles of Association of the Company, Mr Rohit C Mehta will retire by rotation at the ensuing AGM of the Company and, being eligible, offers himself for re-election. The Board has recommended his re- election.

Mr Prafull Indulal Bhuva, who was also due to retire by rotation at the ensuing AGM, has intimated that he would not like to seek re-election as a Director at the ensuing AGM. The Board recommends that the vacancy so caused by the retirement of Mr Bhuva be not filled up. The Directors would like to place on record their sincere appreciation of the valuable services rendered by Mr Bhuva.

COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956

A certificate issued by Messrs H M Mehta & Associates, Company Secretaries, in terms of the provisions of Section 383A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

AUDITORS

The Company's Auditors, Messrs Talati & Talati, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

OTHER INFORMATION

The certificate of the Auditors, Messrs Talati & Talati, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is annexed to the Report.

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 27th April, 2012 and recommended them for the approval of the Board of Directors.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

(i) followed in the preparation of the Annual Accounts the applicable accounting standards along with proper explanations relating to material departures, if any;

(ii) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

(iv) prepared the Annual Accounts on going concern basis.

On behalf of the Board

Chandrasekhar

Subrahmoneyan Arun Pathak

Director Director

Place : New Delhi

Date : 27th April, 2012

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Mar 31, 2011

The Directors submit their Report for the financial year ended 31 st March, 2011.

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2011

FINANCIAL PERFORMANCE

During the year under review, your Company earned a license fee of Rs. 392.30 lacs (previous year -Rs. 321.90 lacs) registering a 21.87% growth over last year and a net profit of Rs. 294.97 lacs (previous year - Rs. 250.40 lacs) after providing for income tax of Rs. 134.66 lacs (previous year - Rs. 128.93 lacs). Earnings Per Share for the year stood at Rs. 7.79 and Cash Flows from operations wereRs. 254.25 lacs.

Your Directors are pleased to recommend a dividend of Rs. 3/- per Equity Share of Rs. 10/- each (previous year - Rs. 2.75 per equity share) for the year ended 31st March, 2011. Your Board further recommends a transfer to General Reserve of Rs. 29.50 lacs (previous year Rs. 25.04 lacs).

HOTEL OPERATIONS

Your Companys hotel WelcomHotel Vadodara, licensed to ITC Limited, continues to retain its market leadership in the city of Vadodara. The hotel recorded an income of Rs. 2,650 lacs during the year as compared to Rs. 2,174 lacs in the previous year.

Your Company is pursuing the initiation of arbitration proceedings in a bid to settle the pending lease revision with respect to land on which your hotel is built and expect the Honourable Gujarat High Court to pass appropriate orders in this regard in the near future.

The foreign exchange earnings of the hotel during the year were Rs. 1,391 lacs as against Rs. 1,233 lacs in the previous year.

CONSERVATION OF ENERGY

Considering the fact that the Companys hotel is under an operating license with ITC Limited, no comment is made on conservation of energy. However, the hotel continues to focus on energy conservation, safety and environment.

EMPLOYEES

Your Directors wish to record their sincere appreciation of the efforts made and the support

rendered by the employees of the Company. Your Companys total manpower strength as deployed in the Companys hotel is 196.

None of the employees fall under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Mr. Ashok K. Tandon, Director of your Company resigned with effect from 13th December, 2010. Your Directors would like to place on record their sincere appreciation of the valuable services rendered by Mr. Tandon.

In accordance with the provisions of Article 147 of the Articles of Association of the Company, Mr. S. C. Sekhar and Mr. Nakul Anand will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offer themselves for re-election. The Board has recommended their re-election.

Compliance Certificate Under Companies Act, 1956

A certificate issued by Messrs H. M. Mehta & Associates, Company Secretaries, in terms of the provisions of Section 383 A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

AUDITORS

The Companys Auditors, Messrs Talati & Talati, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

OTHER INFORMATION

The certificate of the Auditors, Messrs Talati & Talati, confirming compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, is annexed to the Report.

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 28th April, 2011 and recommended them for the approval of the Board of Directors.

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

(i) followed in the preparation of the Annual Accounts the applicable Accounting Standards along with proper explanations relating to material departures, if any;

(ii) selected such accounting policies and applied them consistently and made judgements 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 and of the profit of the Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) prepared the Annual Accounts on going concern basis.

On behalf of the Board

Place : Gurgaon Rohit C Mehta S.C. Sekhar Date : 28th April, 2011 Director Director

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Mar 31, 2010

The Directors submit their Report for the financial year ended 31st March, 2010.

FINANCIAL PERFORMANCE

During the year under review, your Company earned a licence fee of Rs. 321.90 lacs (previous year - Rs. 303.82 lacs) registering a 5.94 % growth over last year and a net profit of Rs, 250.40 lacs (previous year - Rs. 239.24 lacs) after providing for income tax of Rs. 128.93 lacs (previous year - Rs. 123.60 lacs). Earnings Per Share for the year stood at Rs. 6.61 and Cash Flows from operations were Rs.181.89 lacs.

Your Directors are pleased to recommend a dividend of Rs. 2.75 per Equity Share of Rs. 10/- each (previous year - Rs. 2.50 per equity share) for the year ended 31st March,2010.Your Board further recommends a transfer to General Reserve of Rs. 25.04 lacs (previous year Rs. 23.92 lacs).

HOTEL OPERATIONS

Your Companys hotel WelcomHotel Vadodara, licenced to ITC Limited, continues to retain its market leadership in the city of Vadodara. The hotel recorded an income of Rs. 2174 lacs during the year as compared to Rs. 2046 lacs in the previous year.

The foreign exchange earnings of the hotel during the year were Rs. 1233 lacs as against Rs. 1,200 lacs in the previous year.

CONSERVATION OF ENERGY

Considering the fact that the Companys hotel is under an operating licence with ITC Limited, no comment is made on conservation of energy. However, the hotel continues to focus on energy conservation, safety and environment.

EMPLOYEES

Your Directors wish to record their sincere appreciation of the efforts made and the support rendered by the employees of the Company. Your Companys total manpower strength as deployed in the Companys hotel is 192.

None of the employees fall under the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

In accordance with the provisions of Article 147 of the Articles of Association of the Company, Mr. C K Koshy and Mr. M Narayanan will be retiring by rotation at the ensuing Annual General Meeting of your Company and being eligible, offer themselves for re-appointment.

Compliance Certificate under Companies Act, 1956

A certificate issued by Messrs H M Mehta & Associates, Company Secretaries, in terms of the provisions of Section 383 A of the Companies Act, 1956, to the effect that the Company has complied with the applicable provisions of the said Act is attached to this Report.

AUDITORS

The Auditors of your Company, Messrs Talati & Talati, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

OTHER INFORMATION

The certificate of the Auditors, Messrs Talati & Talati, confirming compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges,is annexed to the Report.

The Audit Committee of the Company reviewed the financial statements for the year under review at its meeting held on 28th April, 2010 and recommended them for the approval of the Board of Directors.

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

(i) followed in the preparation of the Annual Accounts the applicable Accounting Standards along with proper explanations relating to material departures, if any;

(ii) selected such accounting policies and applied them consistently and made judgements and estimatesthat 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 and of the profit of the Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) prepared the Annual Accounts on a going concern basis.

On behalf of the Board

Place: Guragon S C Sekar Ashok K Tandon

Date :28th April, 2010 Director Director