Your Company’s Directors have pleasure in presenting before you the 62ndAnnual Report of the Company together
with the Audited Financial Statements for the Financial Year (FY) ended 31st March, 2024.

FINANCIAL SUMMARY

Standalone Financial Performance for the year ended March 31, 2024 is summarized below:

DISCLOSURE UNDER COMPANIES ACT 2013:

Pursuant to the Section 134 of Companies Act, 2013 read with Companies (Accounts Rules), 2014, the Company has
complied with requirements and the details of which are as disclosed here under:

(i) Annual Return

As provided under Section 92(3) and 134(3)(a) of Companies Act, 2013, the Annual Return in form MGT-7 for the
financial year 2023-2024 is available on the website of the Company at www.arunahotels.com

(ii) Number of meetings of the Board

The Board of Directors met 5 (five) times during the financial year 2023-2024. The details of the Board meetings
and the attendance of the Directors are given in the Corporate Governance Report, which forms part of this Annual
Report.

(iii) Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, Board of Directors confirms that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting
standards have been followed and that no material departures have been made from the same;

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

c) they had 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 the Company and for preventing and
detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and ensured that such Internal
financial controls are adequate and were operating effectively; and

(iv) Details in respect of frauds reported by the auditors:

During the year under review, the Auditors have not reported to the audit committee, under Section 143 (12) of the
Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Board’s report.

(v) A statement on declaration given by Independent Directors:

The Company has received necessary declarations from every Independent Director under Section 149(7) of the
Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies
Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) Company’s policy on Director’s appointment and Remuneration:

Company’s policy on directors’ appointment and remuneration including criteria for determining qualifications,
positive attributes and independence of a director and other matters as per Section 178(3) of the Act has been
disclosed in the Corporate Governance Report, which forms part of the Board’s Report and also is disclosed on
Company’s website www.arunahotels.com

(vii) Explanation of Board on qualification of Statutory Auditors and Secretarial Auditors, if any

The Auditors’ Report for the financial year 2023-2024 does not contain any qualification, reservation or adverse
remark. The Report is enclosed with the financial statements in this Annual Report.

As required by the Listing Regulations, the Practicing Company Secretary’s certificate on Corporate Governance
for the financial year 2023-2024 is enclosed as Annexure to this Annual report. The certificate does not contain any
qualification, reservation or adverse remark, except that of few observations.

The Secretarial Auditors’ Report for the financial year 2023-2024 does not contain any qualification, reservation or
adverse remarks, except that of few observations. The Secretarial Auditors’ Report is enclosed as Annexure to this
Annual report.

(viii) Particulars of loans, guarantees or investments given or made by the Company

During the year under review, Company has not given any loan, guarantee or provided any security and made any
investments pursuant to section 186 of the Companies Act, 2013. Also, the Company is engaged in the business of
providing ‘Infrastructural facilities’(under Schedule VI of Companies Act, 2013), the provisions of Section 186 of
the Companies Act, 2013 pertaining to provision of Loans, Guarantees or Investments shall not be applicable to the
Company.

(ix) Related Party Transactions

In line with the requirements of the Act and the SEBI Listing Regulations, as amended, the Company has formulated
a policy on Related Party Transactions for identifying, reviewing, approving and monitoring of Related Party
Transactions and the same can be accessed on the Company’s website at www.arunahotels.com.

The related party transactions entered into with related parties during the year under review were in the ordinary
course of business and at arm’s length basis and in compliance with the applicable provisions of theCompanies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All transactions entered into
with the related parties were approved by the Audit Committee.

None of the transactions with related parties are material in nature or fall under the scope of Section 188 (1) of the
Companies Act, 2013. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act
read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended, in Form AOC-2 is not applicable to the
Company for the financial year 2023-2024 and hence the same is not provided.

(x) State of Affairs

The Company has successfully launched its hotel operations under the brand name “Pharos Hotels,” a unit of Aruna
Hotels Limited. The initial phase of operations has seen the establishment of essential services and facilities, setting
a strong foundation for future growth. During the year under review, the Company reported a loss before tax of Rs.
(373.81) lakhs, a notable improvement compared to the loss of Rs. (1166.79) lakhs in the previous year.

This reduction in losses reflects our ongoing efforts to streamline operations, optimize costs, and enhance revenue
streams. While the Company is still in the process of stabilizing its operations, we are confident that these efforts
will yield healthier financial results in the coming quarters. Our strategic initiatives, including targeted marketing
campaigns and operational efficiencies, are expected to further strengthen our market presence and improve
profitability. The management remains focused on achieving operational excellence and creating long-term value
for our shareholders

(xi) Transfer to Reserves

Due to Loss, the Company has not transferred or proposed to transfer any amount to the Reserves for the year under
review.

(xii) Dividend

As the Company has incurred loss in the year under review, after considering the relevant circumstances, the Board
of Directors has decided that it would be prudent, not to recommend Dividend to its shareholders.

(xiii) Material changes and commitments, if any, affecting the financial position of the company which have
occurred between the end of the financial year of the company to which the financial statements relate and the
date of the report

There are no material changes and commitments affecting the financial position of the Company between the end of
the financial year i.e., 31st March, 2024 and the date of this report.

(xiv) Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

1. Conservation of Energy

Considering the nature of activities in which the Company operates, energy consumption is in accordance to the
normal business practices and does not require any specific installations. In its regular course of business, the
Company is always vigilant to conserve the resources and continuously implements measures required to save
energy.

2. Technology Absorption

The business activities of the Company are not specific to any technology requirements. Hence disclosures pertaining
to conservation of energy and technology absorption are not applicable to your Company during the year under
review.

3. Foreign Exchange Earning and Outgo

There were no foreign exchange inflows or outflowsduring the year under review.

(xv) Risk Management Policy

Internal compliance and control policies and procedures of the Company and policies for monitoring and evaluation
of risk management systems to assess the effectiveness of those systems in minimizing risks that may impact
adversely on the business objectives of the Company were established.At present, the Company has not identified any

element of risk which may threaten the existence of the Company. However, the Constitution of a Risk Management
Committee as per Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
is not applicable to the Company.

(xvi) Corporate Social Responsibility (CSR):

During the year under review, the provisionsof Section 135 of the Companies Act, 2013 pertaining to the Corporate
Social Responsibility arenot applicable to the Company.

(xvii) Board Evaluation

Your Company has a structured framework for evaluation of the Individual Directors, Chairperson and Board as a
whole and its Committees. The Independent Directors at their Meeting held on 12.02.2024evaluated the performance
of Non-Independent Directors, Board as a whole, Chairperson and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the Board to effectively
and reasonably perform their duties.

The Board of Directors at their Meeting held on 13.11.2023 evaluated the performance of all Independent Directors
and the Board as a whole and its Committees and assessed the quality, quantity and timeliness of flow of information
between the Company Management and the Board through circulation of questionnaires, to assess the performance
on select parameters relating to roles, responsibilities and obligations of the Board and functioning of the Committees.

The evaluation criteria were based on the participation, contribution and guidance offered and understanding of the
areas etc., which are relevant to the Directors in their capacity as Members of the Board/Committees.

xix) Change in the nature of Business:

There is no change in the nature of Business during the year under review.

(xx) Directors and Key Managerial Personnel:

Directors:

The Board of Directors of Aruna Hotels Limited currently comprises of 5 (five) Directors with a balanced combination
of a. Executive, b. Non-Executive (Non-Independent) and c. Independent Directors.

In accordance with provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of
the Company, Mr.Radhaswamy Venkateswaran (DIN:09532159) of the Company, retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re-election.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, the Key Managerial Personnel of the Company
as on March 31, 2024 are:

a. Mr. Nagaraj P, Chief Financial Officer (CFO)

b. Ms. K. Lakshmi, Company Secretary (upto 31.05.2024)

c. Ms.N.Sornalatha , Company Secretary( w.e.f . 11.07.2024)

*Ms. N.Sornalatha has been appointed as Company Secretary and Compliance Officer with effect from July 11, 2024.
Declaration of Independent Director

All the Independent Directors have furnished necessary declaration under Section 149(7) of the Act and under
Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per the said

declarations, they meet the criteria of Independence as provided in Section149 (6) of the Act and the SEBI Listing
Regulations. All of them have confirmed that they have registered themselves with the Indian Institute of Corporate
Affairs under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended.

(xxi. Statement regarding opinion of the Board with regard to integrity, expertise and experience of the
Independent Directors appointed during the year

During the year under review, no Independent Directors were appointed

(xviii) Subsidiary, Associates and Joint Ventures

Your Company has no subsidiary during the year or at any time after the closure of the year and till the date of
thisreport. Hence, a statement containing the salient features of financial statements of the Company’s subsidiaries
in Form AOC-1 is not applicable.

Associates and Joint Ventures

Your Company has no Associates or Joint Ventures during the year or at any time after the closure of the year and
till the date of thisreport.

(xxii) Deposits

The Company has not invited or accepted any deposits during the year under review and there are no deposits
covered under Chapter V of the Companies Act, 2013 during the year 2023-2024, the details of which are required
to be furnished.

(xxiii) Details of significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and company’s operations in future:

During the year under review and as on date of the Report, the following are/were the material orders passed by
the Regulators and fine(s) that was/were imposed on the Company. No impact on the going concern status and
company’s operations in future.

• As on the date of this report, the following shareholders of the Company were alleged to have violated
provisions of Regulation 3(2) read with Regulation 13 (1), Regulation 29 (2) read with 29(3) and Regulation
10(5), 10(6) and 10(7) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (SAST
Regulations).

1. Balasubramanian Sivanthi Adityan

2. Sri Devi Agencies Private Limited

3. Chandramohan R

4. Anita Kumaran

5. Jayanthi Natarajan

6. Gay Travels Private Limited

7. Subasri Realty Private Limited

8. Rani Printers Private Limited

9. Sovereign Media Marketing Private Limited

10. Chithan V

The Said shareholders had availed the benefit of settlement process with SEBI in respect of the Show Cause Notice
(SCN) issued dated 20.09.2022 under Rule 4(1) of SEBI (Procedure for Holding Inquiry and Imposing Penalties)
Rules, 1995 in the matter of Aruna Hotels Limited by the Chief and General Manager & Adjudicating Officer, SEBI.

In relation thereto, the Company had submitted disclosures under Regulations 10(5), 10(6), 29(1) and 29(2) of SEBI
SAST Regulations for the inter se transfer as per Memorandum of Compromise among the Promoters pertaining to
the financial year 2015-2016.

Referring to the Application for availing settlement in terms of SEBI (Settlement Proceedings) Regulations, 2018,
during the year under review, SEBI on 23.05.2023 accepted the settlement proposal which was filed by the said
shareholders. The said application along with the Revised Settlement Terms proposed by the said shareholders
were examined by the Independent High Powered Advisory Committee (HPAC) and recommended the specified

proceedings be settled upon payment ofRs.2,32,05,000/-.Upon consideration of the recommendation of the
SEBI has in principle agreed to accept the terms of settlement recommended by the HPAC.

In acceptance thereof by SEBI, the shareholder M/s Subasri Realty Private Limited on its behalf and on behalf of the
other shareholders has accordingly paid amount of Rs.2,32,05,000/- (Rupees Two Crores Thirty Two Lakhs and Five
Thousand only) towards Settlement fees.

In this regard, SEBI vide its Settlement order dated June 07, 2023 passed an Order such that, in view of acceptance
of the settlement terms and receipt of the Settlement amount as above by SEBI, an instant adjudication proceedings
initiated against the Applicants (as above mentioned) vide SCN dated September 20, 2022 is disposed off in terms of
Section 15JB of the SEBI Act read with Regulation 23(1) of the Settlement Regulations on the basis of the settlement
terms.

(xxiv) Internal Financial Control

The Company has a proper and adequate internal control system to ensure that all the assets of the Company are
safeguarded, to prevent and detect frauds and any other irregularities, proper application of appropriate accounting
policies and procedures to ensure completeness of the accounting records, compliance with policies, rules and
regulations, timely preparation of reliable financial information and prevention or timely detection of unauthorized
acquisition, use or disposition of the Company’s assets that could have material effect on the financial statements

The Company has engaged a firm of external consultants for the internal audit function to continuously monitor the
effectiveness of internal controls.

(xxv) Maintenance of Cost Records

Maintenance of cost records and the requirement of Cost Audit under the provisions of Section 148 (1) of the
Companies Act, 2013are not applicable to the Company.

(xxvi) Internal Complaints Committee

The Company has constituted an Internal Complaints Committee to prevent and prohibit any form of sexual
harassment at workplace and provide redressal for woman employees as required under Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, there was no event
affecting any of the women employees on account of any sexual harassment at the work place.

(xxvii) Proceedings under Insolvency and Bankruptcy Code, 2016

As on date of this report, The following are pending before the National Company Law Appellate Tribunal (NCLAT)
under the Insolvency and Bankruptcy Code 2016.

Comp App (AT) (CH) (Ins) No. 52/2023, 63/2023, 64/2023 & 68/2023

(xxviii) the details of difference between amount of the valuation done at the time of one time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not
applicable

(xxviii) Capital Structure

During the financial year 2023-2024, there was no change in the Authorised Share Capital of the Company and stood
at Rs. 75 Crores divided into 6,70,00,000 (Six crores seventy lakhs) equity shares of face value of Rs.10/- each and
8,00,000 (Eight lakhs) Preference shares of Rs.100/- each constituting Redeemable Preference share capital of the
Company.

Paid Up Share Capital

During the financial year under review 2023-2024, the paid-up share capital of the Company is Rs. 36,94,00,000
(Rupees Thirty Six Crores Ninety Four Lakhs Only) comprising of 3,39,00,000 equity shares of Rs.10/- each and
2,99, 00,000 Redeemable Preference Shares of Rs.100/- each.

During the year under review, the Company has transferred a sum of Rs. 5,00,000/- (Rupees Five Lakhs), being
redemption amount of preference shares that remained unclaimed to the Investor Education and Protection Fund
(IEPF) Account. The Redemption amount of preference shares remaining unpaid or unclaimed from parties will be
transferred to Investor Education and Protection Fund under section 205 of Companies Act, 2013.

During the year under review, the Company has neither issued any shares with differential voting rights nor issued
any sweat equity shares.

(xxix) Meetings of the Board

During the financial year under review, 5 (Five) Board Meetings were held and the gap between two meetings did
not exceed one hundred and twenty days. The said meetings were held on 25.05.2023, 11.08.2023, 25.10.2023,
13.11.2023 and 12.02.2024. Necessary quorum was present for all the meetings. Other details including the
composition of the Board and the Committee Meetings thereof held during the year under review (FY 2023- 2024)
are given in the Corporate Governance Report forming part of this Report.

Meeting of the Independent Directors:

During the year, one Meeting of Independent Directors was held on 12.02.2024. All the Independent Directors were
present.

Committees of the Board

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report
section which forms part of this Annual Report.

(xxx) Familiarization Programs for Independent Directors

In accordance with the requirements of Listing Regulations, 2015 and Schedule IV of the Act, as amended, the
Company has a programme to familiarize the Independent Directors of the Company including in relation to the
nature of industry in which the Company operates and the roles, rights and responsibilities of the Independent
Directors.

The Programme aim at enabling the Independent Directors to understand and keep them updated on an ongoing basis
about the significant changes which occur in the industry. Due to this familiarization programs, it was concluded that
the Board is able to take active participation in the decision-making process and is equally involved in the affairs of
the Company.

Remuneration ratio of the directors / Key Managerial Personnel (KMP) / Employees

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

*The ratio of the remuneration of Mr. Radhaswamy Venkateswaran, Managing Director to the median remuneration
of the employees calculated for a period of 12 months during the FY 2023-2024

It is affirmed that the Remuneration is as per the Remuneration policy for the Directors, Key Managerial Personnel
and other employees adopted by the Company.

(xxxi) Policy on Vigil Mechanism (Whistleblower Policy)

The Company has formulated and established the necessary Vigil Mechanism (Whistleblower Policy) for employees
including Directors of the Company in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 to report genuine concerns about unethical
behaviour. The details of the policy have been disclosed in the Corporate Governance Report, which is a part of this
report and is also available on the website at www.arunahotels.com

(xxxii) Auditors:

(a) Statutory Auditors:

At the 58thAGM held on 21st day of September, 2020, the members approved appointment of M/s Bala & Co.,
Chartered Accountants, Chennai (Firm Registration No.: 000318S) as Statutory Auditors of the Company to hold
office for a term of five years from the conclusion of 58thAGM till the conclusion of 63 rd AGM (AGM 2025). The
Statutory Auditors Report for the financial year 2023-2024 on the financial statement of the Company, forms part of
this Annual Report.

The Statutory Auditors’ Report on the financial statements of the Company for the financial year 2023-2024does not
contain any qualifications, reservations or adverse remarks or disclaimer.

During the year under review, the Statutory Auditors of the Company have not reported any fraud as specified under
Section 143(12) of the Companies Act, 2013

(b) Internal Auditors:

In accordance with the provisions of Section 138 of the Companies Act, 2013 M/s. GSPU & Associates, chartered
Accountants (FRN :011266S), were appointed as the Internal Auditors of the company for the financial year 2023¬
2024.

(c) Secretarial Auditors:

Mr.B.Prabhakar, Practicing Company Secretaries (CPNo.7870), Chennai, were appointed as secretarial auditors of
the Company for the financial year 2023-2024, as required under Section 204 of the Companies Act, 2013 to conduct
the Secretarial Audit of records and documents of the Company for financial year 2023-2024. The Secretarial Audit
Report in form no. MR-3 issued by the Secretarial Auditor for the financial year 2023-2024 is annexed hereunder.

For the financial year 2023-2024, the Company does not have any material unlisted Indian subsidiaries. As such the
requirement to attach secretarial audit reports of material unlisted Indian subsidiaries pursuant to Regulation 24A (1)
of SEBI Listing Regulations is not applicable to the Company.

(xxxiii) Compliance with Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable mandatory
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems are
adequate and operating effectively.

(xxxiv) Listing Requirements:

Your Company’s Equity shares are listed on the BSE Limited, Mumbai. Listing fees have been paid to this Stock
Exchange for the financial year 2023-2024.

(xxxv) Dematerialization of Shares

The Company’s shares are compulsorily traded in dematerialized form on the BSE Stock Exchange. Equity Shares of
the Company representing 91.58% of the Company’s equity share capital are dematerialized as on March 31, 2024.
Under the Depository system, the International Securities Identification Number (ISIN) allotted to the Company’s
shares is INE957C01019.

(xxxvi) Corporate Governance

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance
Report with Auditors’ Certificate thereon and Management Discussion and Analysis Report are attached, which
form part of this report.

(xxxvii) Management Discussion & Analysis Report

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed as annexure to this report.

Acknowledgement

Your Directors take this opportunity to express their gratitude to Company’s Bankers, Suppliers, Government
Departments and other business associates for their unstinted support extended to the Company. Your Directors wish
to place on record, their appreciation of the efficient and dedicated services rendered by the employees at all levels
across the Company. We are sincerely grateful to all the shareholders for their confidence, faith and support in the
endeavours of the Company.

Date: 13.08.2024 On behalf of the Board of Directors

Place: Chennai Sd/- Sd/-

R Venkateswaran Suyambu Narayanan
Managing Director Director

DIN: 09532159 DIN: 07718798