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Company Information

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GUJARAT HOTELS LTD.

17 September 2025 | 02:45

Industry >> Hotels, Resorts & Restaurants

Select Another Company

ISIN No INE621C01011 BSE Code / NSE Code 507960 / GUJHOTE Book Value (Rs.) 128.02 Face Value 10.00
Bookclosure 08/08/2025 52Week High 375 EPS 13.99 P/E 19.11
Market Cap. 101.24 Cr. 52Week Low 201 P/BV / Div Yield (%) 2.09 / 1.12 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

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. 1st 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 31st 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 24th 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 15th May, 2024 and 29th 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 28th 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 29th September, 2024.

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

with effect from 14th 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 31st March, 2025 on 18th April, 2024, 25th July, 2024,
15th October, 2024 and 17th 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 5th 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 25th 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 15th 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
25th 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
25th 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 26th 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 6th 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 7th 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
43rd 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 31st 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 43rd 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
31st 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: 9th July, 2025 A. Chadha A. Thakar

Place: New Delhi Chairman Director

DIN: 08073567 09383474