Directors Report of Ventive Hospitality Ltd.

Mar 31, 2025

The Board of Directors of Ventive Hospitality Limited ("The Company”) is pleased to present its Twenty Fourth Annual Report of the Company highlighting the business and operations of the Company and the Audited Financial Statements for the financial year ended 31^st March 2025.

Financial Summary and Operational highlights:

The Company''s financial performance during the financial year ended 31^st March 2025 compared to the previous financial year is summarized below:

Particulars	Standalone		(''in Million) Consolidated
	31st March 2025	31st March 2024	31st March 2025	31st March 2024
Total Income (A)	6289.28	4947.08	16725.28	4947.08
Total Expenses (B)	4142.88	2895.20	13567.75	2895.20
Profit Before Tax from continuing Operations Before exceptional Items and share of profit/(loss) of Joint venture (C= A-B)	2146.40	2051.88	3157.53	2051.88
Share of loss of joint venture (D)	-	-	(159.55)	-
Exceptional Item (E) Tax Expenses:	61.09	-	-	-
Current Tax	499.87	386.91	955.55	386.91
Tax in respect of earlier years	11.61	1.80	11.61	1.80
Deferred Tax Expense	236.78	-	319.00	-
Total Tax Expenses (F)	748.26	388.71	1286.16	388.71
Profit for the period from Operations (G=C-D-E-F) Other comprehensive income to be reclassified to profit and loss in subsequent periods:	1337.05	1663.17	1650.73	1663.17
Exchange difference on translating the financial statements of foreign operations share of other comprehensive income of joint venture (H) Other Comprehensive Income not to be reclassified to profit and loss in subsequent periods:			255.57
Other Comprehensive Income for the year (net of tax) (I)	3.51	3.65	5.87	3.65
Total Comprehensive Income for the year (J=G H I)	1340.56	1666.82	1912.17	1666.82
Earnings per equity share (Face Value ''1/- per share) Basic and Diluted ('')	7.60	15.92	6.83	15.92

OPERATING HIGHLIGHTS

The Company''s financial performance for the year ended 31^st March 2025 is summarized below:

The Company achieved total income of '' 6,289.28 Million for the year ended 31^st March 2025 as against ''4,947.08 Million for the previous year.

The EBITDA for the year under review stood at '' 3,640.59 Million as compared to '' 3,005.59 Million for the previous year, while the Net Profit stood at '' 1,337.05 Million as compared to '' 1,663.17 Million for the previous year.

Analysis of operating performance is covered under Management Discussion and Analysis which forms part of this Report.

Market Highlights: FY2025was ayearof continued momentum for the global hospitality industry, with international tourism nearly recovering from the pandemic shock. According to the United Nations World Tourism Organisation (UNWTO), international tourist arrivals reached approximately 95% of pre-pandemic levels in 2024, driven by strong demand in Asia-Pacific and the Middle East. Travel to premium destinations surged, with luxury and long-stay travel segments recording robust growth, particularly relevant to resort markets like the Maldives, where Ventive has a strong presence.

In India, the sector maintained its growth trajectory. As per ICRA estimates, occupancy in premium hotels averaged 70-72% during FY 2025, with Average Room Rates (ARRs) increasing to approximately ''7,800-8,000, reflecting healthy domestic travel demand and increased business-related movement. Metro cities such as Mumbai, NCR, Bengaluru, and Pune witnessed strong transient and MICE-driven bookings, while wedding and festive travel further contributed to high occupancy and yield.

Internationally, the Maldives remained a top-performing destination, with over 1.4 Million tourist arrivals in 2024 and near-complete recovery to 99% of pre-pandemic levels, according to the UNWTO. Resorts in the luxury segment, including our properties—Conrad, Anantara, and Raaya by Atmosphere—benefited from high-spending travellers and favourable supply dynamics. A study by Horwath HTL notes that luxury supply growth in the Maldives is expected to moderate, with a CAGR of 5.4% between 2024 and 2026, compared to 8.5% between 2015 and 2024, reinforcing rate strength and occupancy resilience.

Looking ahead, the global tourism sector is projected to grow by 3-5% in 2025, according to UNWTO''s January 2025 outlook, assuming macroeconomic stability and containment of geopolitical risks. India''s economic fundamentals remain supportive, with GDP growth projected at 6.5-6.7% for FY2026 (ADB and RBI forecasts), alongside expanding air connectivity and infrastructure upgrades. With a well-diversified luxury and upper-upscale portfolio across India and the Maldives, Ventive Hospitality is strongly positioned to benefit from sustained travel demand and evolving guest preferences across leisure, business, and experiential segments.

Publication and access to the Financial Statements and Results: https://www.ventivehospitality.com/

INITIAL PUBLIC OFFER:

Company successfully completed its Initial Public Offer (IPO) in 2024, raising ''16,000 Million which was subsequently listed

on both BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). This process was conducted with adequate internal controls and processes in place, providing reasonable assurance regarding the reliability of the financial statements and reporting related to the IPO. The allocation and utilization of IPO proceeds have been strategically managed through various policies and procedures, ensuring optimal use for debt repayment as per Prospectus.

CHANGE IN BUSINESS OF THE COMPANY

There were no changes in the nature of business of the Company during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant, material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operations.

ALTERATION OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

During the year under review the Memorandum of Association and Articles of Association were altered at different occasions details of which are as given below.

Alteration of Memorandum of Association:-

[a] Increase in Authorised Share Capital of the Company from ''200,000,000/- (Rupees Two Hundred Million only) divided into 20,000,000 (Twenty Million) equity shares of ''10/- (Rupees Ten Only) each to ''600,000,000/- (Rupees Six Hundred Million only) divided into 60,000,000 (Sixty Million) equity shares of ''10/- (Rupees Ten Only) each vide resolution passed in the Extra-Ordinary General Meeting (EOGM) held on 10^th May, 2024.

[b] Change in name of the Company from ICC Realty (India) Private Limited to Ventive Hospitality Private Limited vide resolution passed in the Extra-Ordinary General Meeting (EOGM) held on 7^th June, 2024.

[c] Sub-division of equity shares such that each equity share having face value of ''10/- (Rupees Ten) each be sub divided into equity Share having face value of ''1/-(Rupees One) each vide resolution passed in the ExtraOrdinary General Meeting (EOGM) held on 12^th July, 2024.

[d] Change in name of the Company pursuant to Conversion from Private Limited to Public Limited as from Ventive Hospitality Private Limited to Ventive Hospitality Limited vide resolution passed in the Extra-Ordinary General Meeting (EOGM) held on 8^th August, 2024.

Alteration of Articles of Association: -

[e] Change in name of the Company from ICC Realty (India) Private Limited to Ventive Hospitality Private Limited vide resolution passed at the Extra-Ordinary General Meeting (EOGm) held on 7^th June, 2024.

[f] Sub-division of equity shares such that each equity share having face value of ''10/- (Rupees Ten) each be sub divided into equity share having face value of ''1/-(Rupee One) each vide resolution passed at the ExtraOrdinary General Meeting (EOGM) held on 12^th July, 2024.

[g] Adoption of the amended and restated articles of association, and for the repeal and substitution of the existing articles of association of the Company with the restated articles vide resolution passed at the ExtraOrdinary General Meeting (EOGM) held on 5^th August, 2024.

[h] Change in name of the Company pursuant to the Conversion from Private Limited to Public Limited as from Ventive Hospitality Private Limited to Ventive Hospitality Limited vide resolution passed at the Extra-Ordinary General Meeting (EOGM) held on 8^th August, 2024.

TRANSFER OF UNCLAIMED SHARE APPLICATION MONEY TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

As the Company was listed recently, and all share application monies from the Initial Public Offering (IPO) have been duly refunded or settled, there is no unclaimed share application money pending for transfer to the Investor Education and Protection Fund (IEPF) under Section 125 of the Companies Act, 2013. The Company remains committed to complying with all statutory obligations under the IEPF framework and will take necessary actions if any such amounts arise in the future.

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

To retain the profits for future growth of the Company, your Directors do not recommend any dividend for the year ending on 31^st March 2025. As per Regulation 43A of SEBI Listing Regulations, the Company has complied with the requirement of formulation of the Dividend Distribution Policy of the Company which may be accessed on the Company''s website at: https://www.ventivehospitality.com/corporate-governance-policies/

TRANSFER TO RESERVES

During the year under review, for the Financial Year 2024-25, your Company has not transferred any amount to General Reserve. An amount of ''1337.05 Million has been proposed to be retained as surplus in the Profit and Loss Account.

SHARE CAPITAL

A) AUTHORISED SHARE CAPITAL:

During the year underreview,the AuthorisedShareCapital of the Company has been increased from ''200,000,000/-(Rupees Two Hundred Million only) to ''600,000,000/-(Rupees Six Hundred Million only) by passing ordinary resolution at Extra-Ordinary General Meeting (EOGM) held on 10^th May 2024. Further, the sub-division of face value of equity shares from ''10/- to face value of ''1/- per share was approved by passing an Ordinary Resolution at the Extra-Ordinary General Meeting held on 12^th July, 2024.

Hence, the authorised share capital of the Company as on 31^st March 2025 is ''600,000,000/- (Rupees Six Hundred Million only) divided into 600,000,000 (Six Hundred Million) equity Shares of ''1/- each.

B) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL:

The Issued, Subscribed and Paid-up Share Capital of the Company as on 31^st March 2025 is ''233,541,608/-(Rupees Two Hundred Thirty-Three Million Five Hundred Forty-One Thousand Six Hundred Eight Only) divided into 233,541,608 (Two Hundred Thirty-Three Million Five Hundred Forty-One Thousand Six Hundred Eight) equity shares of ''1/- each.

C) ISSUE OF BONUS SHARES:

During the year under review, there was no bonus issue of shares of the Company.

D) BUY BACK OF SHARES:

During the year under review, the Company has not conducted buyback of shares of the Company.

E) ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT EQUITY SHARES AND EMPLOYEES STOCK OPTIONS:

During the year under review, the Company has not issued any shares with differential voting rights nor granted stock option, nor sweat equity.

G) RIGHT ISSUE OF SHARES

During the year under review, the Company has issued and allotted 80,753,110 (Eighty Million seven hundred fifty-three thousand one hundred ten) equity shares of ''1/- each at a premium of ''143.90/- per share aggregating to an amount of ''11,701,125,639/-(Rupees Eleven billion seven hundred one Million one hundred twenty-five thousand six hundred thirty-nine only) on Right Basis.

H) PRIVATE PLACEMENT:

During the year under review, the Company has issued and allotted 23,465,150 (Twenty-three Million four hundred sixty-five thousand one hundred and fifty) equity shares to BREP Asia III India Holding Co VI Pte. Ltd. of ''1/- each at a premium of ''616.90/- each aggregating to amount of ''14,499,116,185/-(Rupees fourteen billion four hundred ninety-nine Million one hundred sixteen thousand one hundred eighty-five only) on private placement basis.

I) DEBT

During the year under review, the Company has issued and allotted 51,100 debentures of face value at ''1,00,000/- (Rupees One Lakh) each to an amount of ''5,110,000,000/-(Five Billion One Hundred Ten Million Only) to identified investors on a private placement basis which were subsequently redeemed on 08^th January 2025.

DEPOSITS

During the year under review, your Company has not accepted any deposits from public within the provisions of Chapter V of the Companies Act, 2013 (the "Act”) read with the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES The list of Subsidiaries, Joint Ventures or Associate Company of the Company is as given below. Sr. No. Name of Company Subsidiary/Associate
1	Eon-Hinjewadi Infrastructure Private Limited		Subsidiary
2	KBJ Hotel & Restaurants Private Limited		Subsidiary
3	UrbanEdge Hotels Private Limited		Subsidiary
4	Novo Themes Properties Private Limited		Subsidiary
5	Restocraft Hospitality Private Limited		Subsidiary
6	Nagenahira Resorts Private Limited		Subsidiary
7	Panchshil Corporate Park Private Limited		Material Subsidiary
8	Wellcraft Infraprojects Private Limited		Subsidiary
9	Kudakurathu Island Resort Private Limited		Subsidiary
10	SS & L Beach Private Limited		Material Subsidiary
11	Maldives Property Holdings Private Limited		Material Subsidiary
Pursuant to Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient
features of the financial statements of the subsidiary of the Company in the prescribed Form AOC-1				is annexed as the
Annexure -I to this Board''s report. The Company does not have any associate or joint venture company as of 31st March 2025.
PERFORMANCE OF MATERIAL SUBSIDIARIES: (AMOUNT IN RS MILLION)
Particulars		SS & LBeach	Maldives Property Panchshil Corporate
	Private Limited		Holdings Private Limited	Private Limited
Income
Revenue from operations		3,057.36	2,604.57	2,679.40
Other income		0.22	-	226.40
Total income		3,057.58	2,604.57	2,905.80
Expenses
Cost of food, beverages and other		327.46	228.75	146.25
operating supplies
Employee benefits expense		525.76	585.65	177.95
Other expenses		1,031.19	963.60	485.05
Finance costs		789.23	858.22	278.18
Depreciation and amortisation expense		469.12	556.60	460.07
Total expenses		3,142.76	3,192.82	1,547.50
Profit/(loss) before tax		(85.18)	(588.25)	1,358.30
Tax expenses:
Current tax		30.62	-	303.36
Tax in respect of earlier years		-	-	-
Deferred tax		-	-	43.87
Total tax expenses		30.62	-	347.23
Profit/(loss) included in the		(115.80)	(588.25)	1,011.07
consolidated financial statements
of the Group before consolidation
adjustments

Particulars	SS & L Beach	Maldives Property	Panchshil Corporate
	Private Limited	Holdings Private Limited	Private Limited
Other comprehensive income Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Exchange differences on translating the financial statements of foreign operations	(65.80)	(70.79)
Other comprehensive income not to be reclassified to profit or loss in subsequent periods:
Re-measurement (losses)/gains on defined benefit plans	-	-	2.14
Deferred tax effect	-	-	(0.83)
Other comprehensive income for the year, net of tax	(65.80)	(70.79)	1.31
Total comprehensive income for the year, net of tax	(181.60)	(659.04)	1,012.38
Notes:
• The above figures represent the standalone numbers of the respective entities from the respective entities Date of
Acquisition.
• Figures for Maldives Property Holdings Private Limited and SS&L Beach Private Limited have been converted from USD to
INR for presentation purposes.

ACCOUNTS, AUDITORS AND AUDIT REPORT:

STATUTORY AUDITOR

At the Annual General Meeting (AGM) held on 30^th September 2022, M/s S R B C & CO LLP, Chartered Accountant, Firm Registration No. 324982E/E300003, were appointed as Statutory Auditors of the Company for a term of 5, consecutive years to hold office till the conclusion of the Annual General Meeting to be held in the year 2027. The statutory auditors have confirmed that they are not disqualified from continuing and satisfy the prescribed eligibility criteria.

EXPLANATIONS OR COMMENTS ON AUDITOR’S QUALIFICATION/ RESERVATION/ ADVERSE REMARK/ DISCLAIMER

1. In respect of the auditor''s qualification on the backup of books of account in the standalone and consolidated financial statements:

We acknowledge the auditor''s observation regarding the lack of daily backups for financial data for the year ended March 31, 2025, specifically related to third-party hotel software managed by Hotel Operators. Recognizing the importance of data integrity and compliance with Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, We are committed to strengthening our IT controls and ensuring full compliance with statutory requirements moving forward.

2. In respect of the auditor''s qualification related to the audit trail, the details are described in Note 46 of the standalone financial statements and Note 47 of the consolidated financial statements:

The Company and its domestic subsidiaries utilize accounting software for maintaining books of account. We are in the process of enabling audit trail (edit log) at the application level for all relevant transactions, ensuring it operates throughout the year.

Regarding third-party software service providers, observations on audit trails will be included in their Service Organisation Controls (SOC) reports. To ensure compliance and thorough review, we are engaging an external consultant to assess audit trail requirements for both our in-house and third-party software, which will be activated subsequently.

Additionally, we acknowledge the preservation of prior-year audit trails as per statutory requirements, except for one software used in the hotel business for the year ended March 31, 2024, as mentioned in Note 46 to the financial statements. We will ensure adherence to record retention requirements moving forward.

3. In respect of the auditor''s qualifications in the standalone and consolidated financial statements related to the

Company''s lack of appropriate Information Technology General Controls (ITGCs) over the application software, specifically concerning the management of program changes and access, which could potentially result in misstatements in the relevant account captions of the financial statements.

We acknowledge the observation regarding the need for enhanced Information Technology General Controls (ITGCs) related to program changes and access management for application software. To address this, we are actively strengthening our ITGCs which includes:

- Engaging third-party consultants to review, document, and enhance ITGC controls across all business segments.

- Implementing robust controls to ensure data integrity and prevent potential misstatements in financial statements.

We are committed to ensuring the effectiveness of our ITGCs and maintaining the highest standards of data security and compliance.

4. In respect of the auditor''s qualification in the standalone and consolidated financial statements, which was made on account of the absence of a stipulated schedule for repayment of principal and payment of interest in the agreement, and the loan being repayable on demand.

We acknowledge the auditor''s qualification. The Company has been actively monitoring the status of these loans. The loan agreements do not specify a fixed schedule for repayment of principal and interest, as the loans are structured to be repayable on demand.

The Company continues to assess the creditworthiness of the borrowers and, accordingly, the management considers these loans to be fully recoverable.

5. With respect to the qualification in the auditor''s report on the standalone and consolidated financial statements, the auditors were unable to obtain the internal audit reports of the Company and, hence the internal audit reports have not been considered by them.

We acknowledge the observation made by the auditors regarding the non-submission of the internal audit report for the financial year ended March 31, 2025.

The delay in furnishing the report was due to unforeseen operational constraints.

However, the internal audit was duly conducted, and the final report is awaited.

We wish to affirm our commitment to maintaining transparency and strengthening internal controls. Corrective steps have been taken to ensure timely submission of internal audit documentation in the

future, including implementation of stricter compliance timelines and improved coordination with internal auditors.

Management remains confident that the overall internal control environment of the Company remains sound and is committed to continuous improvement in governance processes.

AUDITORS’ REPORT:

The Audit Reports dated 12^th May 2025 issued by M/s. S R B C & CO LLP Chartered Accountants, and Statutory Auditors on the Company''s standalone and consolidated financial statements for the financial year ended 2024-25 are a part of Annual Report.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at its meeting held on 5^th September 2024 appointed M/s. Mehta & Mehta, Practicing Company Secretaries (ICSI Unique Code: P1996MH007500), to conduct the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31^st March 2025 is annexed herewith as Annexure III to this Report.

There are no qualifications, reservations, or adverse remarks made by the Secretarial Auditor in the said report. During FY 2024-25, the Secretarial Auditors did not report any instances under Section 143(12) of the Act, and therefore, disclosure of details under Section 134(3)(ca) of the Act is not applicable.

Further, in terms of Regulation 24A of the Listing Regulations, the Secretarial Audit Report of the unlisted material subsidiaries, provided in Form No. MR-3 by the practicing company secretary, forms part of the Directors'' Report as an annexure.

Additionally, pursuant to Section 204 of the Act and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, at its meeting held on 12^th May 2025, based on the recommendation of the Audit Committee, has considered and approved the appointment of SVD & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for the financial years 2025-26 to 2029-30. This appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting. The remuneration shall be as mutually agreed upon between the Board and the Secretarial Auditors from time to time.

M/s. SVD & Associates have confirmed that they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

For further details on the proposed appointment of the Secretarial Auditors, please refer to the Notice of the AGM.

INTERNAL AUDITORS :

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014 the Board of Directors at its meeting held on 18^th April 2024 appointed M/S KPMG Assurance and Consulting Services LLP, Chartered Accountants (LLP Registration No.: AAT-0367), as Internal Auditor of the Company, to conduct internal audit and to issue report thereon from financial year 2024-2025 to review internal controls and operating systems and procedures as per the scope of the audit.

REPORTING OF FRAUDS BY AUDITORS :

During the year under review, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act to the Audit Committee, and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

BOARD OF DIRECTORS:

Pursuant to the provisions of Section 152 of the Act read with the Rules made thereunder and the Articles of Association of the Company, Mr. Nipun Sahni (DIN: 01447756), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. The Board of Directors recommends his reappointment at the forthcoming Annual General Meeting.

A Brief resume, nature of expertise, disclosure of relationship between Directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the AGM.

NUMBER OF MEETINGS OF BOARD:

During the year under review, 24 board meetings were conducted. Details of the meetings held and Directors'' attendance form part of the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with no material departures;

(b) that the Directors 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 as on 31^st March 2025 and of the profit of the Company for the year ended on that date;

(C) that the Directors have 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 the Company and for preventing and detecting fraud and other irregularities.

(d) that the Directors have prepared the annual accounts on a ''going concern'' basis;

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

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

INTEGRATED REPORTING

Your Company has provided an integrated report for the financial year under review, which encompasses both financial and non-financial information and stakeholders relationships to enable well-informed decisions and a better understanding of Company''s value creation model.

COMMITTEES OF THE BOARD

The Board currently has six Committees, namely

• Audit Committee,

• Stakeholders Relationship Committee,

• Corporate Social Responsibility Committee,

• Nomination and Remuneration Committee,

• Risk Management Committee and

• Investment Committee.

The terms of reference of the Board Committees are in compliance with the provisions of the Companies Act, 2013, SEBI LODR Regulations and are also reviewed by the Board from time to time. The details including the composition of the Committees, including attendance at the meetings and terms of reference are included in the Corporate Governance Report, which forms a part of the Annual Report.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors intends to undertake the evaluation of its own performance, the performance of its Committees, and of all individual Directors based on various parameters such as roles, responsibilities, and obligations of the Board, effectiveness of its functioning, the contribution of Directors at meetings, and the functioning of its Committees. Given that the Company has been listed recently, this evaluation process will be carried out during the financial year 2025-26.

The meeting of Independent Directors of the Company was held on 16^th December 2024 for recommendation of price band based on justification factors w.r.t IPO. The Board hereby confirms that the Company has received necessary declaration from each of the Independent Directors 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 the Listing Regulations.

The Company has devised a policy naming (Nomination & Remuneration Policy) for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes the criteria and process for the performance evaluation of the Executive/ Non-executive Directors and Committees and the Board as a whole. The policy is uploaded on the website of the company at https://www. ventivehospitality.com/wp-content/uploads/2024/07/2. VHL_Nomination_and-Remuneration_Policy.pdf

FAMILARISATION PROGRAMME:

The Company regularly provides orientation and business overview to its Directors by way of detailed representation by various business and functional heads. The Board members are also provided with relevant documents, reports, and internal policies to facilitate familarisation with the Company''s practices and procedures, from time to time.

DECLARATION BY INDEPENDENT DIRECTORS:

I. All the Independent Directors have given their declarations that they meet the criteria of Independence as laid down under the Act and the Listing Regulations;

II. They are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgment and without any external influence pursuant to Regulation 25 of SEBI Listing Regulations;

III. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors and complied with the requirements of passing proficiency test, as applicable.

IV. They have registered their names in the Independent Directors'' Databank.

Based on the confirmations/ disclosures received from the Independent Non-Executive Directors in terms of Regulation 25 of the SEBI Listing Regulations is of the opinion that the Independent Non-Executive Directors are of integrity and possess the requisite expertise and experience. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY :

The Board has on the recommendation of the Nomination & Remuneration Committee, framed a Nomination and Remuneration policy namely "Nomination and Remuneration Policy” in line with the requirement of Section 178 of the Companies Act, 2013 and Rules made thereunder and Regulation 19 read with Part D, Schedule II of SEBI Listing Regulations, 2015. The policy inter alia provides the procedure for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes, and independence of Directors.

GOING CONCERN:

The Board of Directors has assessed the financial position of the Company and is of the opinion that the Company has adequate resources to continue in operation for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis. The Board believes that there are no material uncertainties that would cast significant doubt on the Company''s ability to continue as a going concern.

ACCOUNTING TREATMENT:

The accounting treatment is in line with the applicable Indian Accounting Standards (''Ind AS'') recommended by The Institute of Chartered Accountants of India and prescribed by the Central Government in accordance with Section 133 of the Act.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this report as Annexure IV. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this report. Further, the report and the annual accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining

such particulars may write to the Company Secretary at [email protected]

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Since the Company''s market capitalization ranking falls within top 1000 listed entities as of 31^st December, 2024, the BRSR reporting (disclosure) in Annual report will be applicable for F.Y ending 2025-26 i.e., 31^st March 2026.

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

Information as per the Companies Act, 2013 and the rules framed thereunder relating to conservation of energy, technology absorption, foreign exchange earnings, outgo forms part of this Report and is annexed hereto as Annexure V.

DISCLOSURES/REPORTING:

ANNUALRETURN

Pursuant to Section 134(3) (a) of the Act, the draft Annual Return of the Company for FY 2024-25 is available on the website of the Company at https://www.ventivehospitality. com/ in accordance with Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All the Related Party Transactions are placed before the Audit Committee for its review and approval wherever applicable. The details of transactions with related parties are given in notes to the financial statements. Details showing the disclosure of transactions with related parties as required under IND AS-24 and 2A of Schedule V of SEBI Listing Regulations are set out in the financial statements.

The Company''s Policy on Related Party Transactions may be accessed on the Company''s website at https://www. ventivehospitality.com/wp-content/uploads/2024/07/19. VHL_Policy-on-Related-Party-Transactions.pdf. The RPT

Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties. All Contracts/ arrangements entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis hence form AOC-2 is not applicable to the Company.

RISK MANAGEMENT:

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. Further The Company has a Risk Management Policy to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the

business objectives and enhance the Company''s competitive advantage.

The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting.

INTERNAL FINANCIAL CONTROLS :

The Company has in place internal financial controls with reference to the financial statements, which are adequate and commensurate with the nature of its business, and the size and complexity of its operations. Periodic audits and checks are conducted, and the controls to prevent, detect and correct any irregularities in the operations have been laid down by the Company.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

As on the date of the Report, no application is pending against the Company under Insolvency and Bankruptcy Code, 2016, and the Company did not file any application under IBC during the F.Y 2024-25.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there was no one-time settlement of loans taken from banks and financial Institution.

LOANS, INVESTMENTS, GUARANTEES AND SECURITIES :

Your Company is engaged in infrastructural activities covered under schedule VI of the Act and is therefore exempt from the provisions of Section 186 of the Act with regards to loans, investments, guarantees and securities details of Loans given, guarantee and security provided in connection with loan and investments made by your company are given in Note No 7 and Note No.9 of the standalone financial statements.

CORPORATE SOCIAL RESPONSIBILITY:

Every company having net worth of ?5,000 Million (Rupees Five Thousand Million only) or more, or turnover of ?10,000 Million (Rupees Ten Thousand Million only) or more or a net profit of ?50 Million (Rupees Fifty Million only) or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.

The Company has met these criteria for the financial year 2024-25 year also similarly as previous Financial Year as the net profit of the company exceeds ?50 Million (Rupees Fifty Million). Your Company is committed to Corporate Social Responsibility (CSR) by Promoting health care including preventive health care.

The CSR Policy of the Company may be accessed on the Company''s website at https://www.ventivehospitality.com/ wp-content/uploads/2024/07/VHL_CSR_Policy.pdf. The

report on the CSR activities is appended at Annexure II to the Board''s Report. The details relating to the composition, powers, roles, terms of reference etc. of CSR Committee forms part of the Corporate Governance Report, in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as required under Regulation 34 read with Schedule V the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR 2015), is forming part of this Annual Report.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance and has also implemented several best governance practices. A separate section on corporate governance forms part of this Annual Report and a certificate from the Practicing Company Secretary regarding compliance with the conditions of corporate governance as stipulated under the Listing Regulation attached herewith as Annexure VI. The Chief Executive Officer and the Chief Financial Officer of the Company have certified to the Board on financial statements and other matters in accordance with Regulation 17(8) of the Listing Regulations pertaining to CEO/CFO certificate for the financial year ended 31^st March 2025.The certificate received is attached herewith as Annexure VII.

LISTING AND LISTING FEES:

The Company has listed its shares on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with effect from 30^th December, 2024, vide BSE & NSE letter dated 27^th December, 2024.

The Company affirms that the annual listing fees for the year 2024-25 to The Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) has been duly paid. As on date there are no outstanding dues.

VIGIL MECHANISM AND WHISTLE BLOWER MECHANISM:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the company has established a vigil mechanism for Directors and Employees to report their concerns about unethical behaviour, genuine concerns, actual or suspected fraud or violation of the company''s Code of Conduct.

The mechanism provides adequate safeguards against victimization of Directors and employees who avail the vigil

mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee. The detailed disclosure of the Vigil Mechanism & Whistle Blower Policy is available at https://www.ventivehospitality. com/wp-content/uploads/2024/07/VHL_Whistle-Blower-Policy.pdf

COMPANY CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION (UPSI) :

The Board of Directors has a code of practices and procedures for fair disclosure of unpublished price sensitive information (UPSI) in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. Under this code the company lays down guidelines and procedures and principles to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation and includes all the amendments till date.

The policy has been formulated to regulate, monitor and ensure reporting of deals by Designated Persons and connected persons to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Code or Policy of the Company covering Code of Practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) is available on our website at https://www. ventivehospitality.com/wp-content/uploads/2024/07/1.-VHL_Insider_Trading_Policy.pdf

COMPLIANCE WITH THE CODE OF CONDUCT :

The Board has formulated a Code of Conduct for the Board Members and Senior Management of the Company, which has been posted on the website of the company. It is affirmed that all the Directors and Senior Management have complied with the Code of Conduct framed by the Company and confirmation from all the Directors, Key Managerial Personnel and Senior Management has been obtained in respect of the F.Y 31^st March 2025. The Company''s Code of Conduct is available on our website at https://www.ventivehospitality. com/wp-content/uploads/2024/07/VHL.CODE-OF-CONDUCT.pdf

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :

The Company has complied with the requirement of constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,2013 ("the Act”) and Rules made there under. During the year, there were no complaints received by the Company under the Act. The Company has adopted a Anti Sexual Harassment policy which is available on the website of the Company at https://www. ventivehospitality.com/wp-content/uploads/2024/07/ VHL_Anti_Sexual_Harrasment_Policy.pdf

COST RECORDS.

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, applicable to the power generation power generation vertical of the Company and accordingly such accounts and records are made and maintained.

COMPLIANCE WITH SECRETARIAL STANDARDS :

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS :

Pursuant to Regulation 34(3) and Schedule V, Para C, Clause (10) (i) of SEBI (LODR) Regulations,2015, the Certificate of Non-Disqualification of Non-Disqualification of Directors as on 31^st March 2025 has been received from Practicing Company Secretary and annexed with the Corporate Governance Report forming part of this Annual Report.

MATERIAL CHANGES & EVENTS AFTER BALANCE SHEET DATE :

There are no adverse material changes or commitments that occurred after the date of balance sheet which may affect the financial position of the Company or may require disclosure.

CAUTIONARY STATEMENT:

The Board''s Report and Management Discussion & Analysis may contain certain statements describing the Company''s

objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Company''s operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

APPRECIATION & ACKNOWLEDGEMENTS:

The Board wishes to place on record its gratitude for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors, farmers, and finally to all its members for the trust and confidence reposed in the Company. The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their competence, dedication and contribution towards the operations of the Company.

---

Mar 31, 2024

Your Directors have great pleasure in presenting before you the Twenty Third Annual Report of the
Company together with the Audited Annual Financial Statements of the Company for the year ended 31^st
March 2024.

1. Financial Results:

The Company''s financial performance for the year under review along with previous year figures is given
hereunder:

(Figures in Rs. Millions)

PARTICULARS	For the year ended	For the year ended
	31st March 2024	31st March 2023
Revenue from Operations	4779.80	4308.13
Other Income	167.28	109.41
Less: Operating Expenses	1941.49	1916.62
Profit before finance cost, depreciation,	3005.59	25,00.92
amortization and tax (''PBITDA'')
Less:
Finance Cost	472.22	415.87
Depreciation	481.49	493.16
Profit/ (loss) before tax	2051.88	1591.89
Less : Taxes
Current Tax	386.91	279.15
Tax in respect of earlier years	1.80	0.01
Deferred Tax	-	-
Profit/ Loss for the year	1663.17	1312.73

2. THE STATE OF COMPANY''S AFFAIRS AND OPERATIONAL REVIEW:

The Company recorded operating revenues of Rs. 4779.80 Million in FY 2023-24 as against Rs. 4308.13
Million in FY 2022-23 and Net Operating Income or PBITDA recorded as Rs. 3005.59 Million in FY 2023-24
as against Rs. 2500.92 Million in FY 2022-23. Net profit after tax for FY 2023-24 stood at Rs. 1663.17
Million as against Rs. 1312.73 Million in FY 2022-23.

The income from leasing activity stood at Rs. 2323.67 Million in FY 2023-24 as compared to Rs. 2030.51
Million in FY 2022-23.

The income generated through operation of JW Marriott is Rs. 2437.15 Million in FY 2023-24 as compared
to Rs. 22,57.92 Million in FY 2022-23.

Further, the income from windmill stood at Rs. 18.98 Million in FY 2023-24 as compared to Rs. 19.70
Million in FY 2022-23.

Market Highlights:

Pune is the second largest software and technology hub of India and houses companies such as Wipro,
Infosys, IBM, Cognizant, Tata Consultancy Services. Pune also has an established industrial, defense and
automobile hub and houses companies such as Tata Motors, Volkswagen, Mercedes Benz, GE India etc.

A quick snapshot of the demand trends of Pune Office Space is as below:

Gross Office Absorption in million sq ft

			¦
	1				|
				_ _1
	2018		2019	1 1 2020 2021	2022		2023	1 H1’24

Source: JLL REIS Q2''24

As seen above, Pune has witnessed 38% (1.1mm sf) of 2023 absorption in H1''24, indicative of a
slowdown in demand recovery post-COVID. This is primarily attributable to tenants re-evaluating growth
given moderate return-to-office and preference for hybrid working. Further, tenants have been seeking
cost rationalization and downsizing leading to lower space requirement.

CBD Micro Market:

Being located in Senapati Bapat Road, your company operated within the Central Business District (CBD)
micro market viz., Pune Cantt, Bund Garden Road, Shivaji Nagar, Koregaon Park, Wakdewadi & Station
Road which continues to remain one of the preferred locations by major occupants in Pune.

	FY 2023-24	FY 2022-23	FY 2021-22
Rent (Rs. psf)	88.1	86.9	84.4
Vacancy (%)	5.0%	7.9%	8.4%
Stock (mm sf)	6.4	6.7	7.5

Source: JLL REIS Q2''24

As seen above, the vacancy in the micro-market has reduced to 5.0% in FY 2023-24 from 7.9% in FY
2022-23 owing to a re-statement in stock. Rents have seen muted growth at 1.3% YoY vs. 2.9% in FY
2022-23.

Future Outlook:

Pune is expected to deliver average annual supply of 8.3mm sf Grade A assets upto 2025 vs. 3.5mm sf
average historical annual absorption since 2018. The uptick in supply is expected to create rental
pressure and vacancy in the short term. Supply and absorption are expected to normalize in the medium
term driven by strong fundamentals in the Pune office market.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there was no change in the nature of Business of the Company.

4. DIVIDEND:

During the year under review, your directors have not declared any dividend.

5. AMOUNT PROPOSED TO BE CARRIED TO ANY RESERVES:

The movement in the major reserves of the Company for Financial year 2023-24 and the previous year
are as follows:

(Amount in Rs. Million)

Particulars	31st March 2024	31st March 2023
Capital Redemption Reserve	39	39
Securities Premium Account	829.77	829.77
Surplus in the statement of Profit & Loss	2371.33	704.51

6. DEPOSITS:

During the year under review, your Company has not accepted any deposits under the provisions of
Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rules, 2014 as
amended.

7. SHARE CAPITAL:

There has been no change in the share capital of the company due to issuance of sweat equity or bonus
shares. During the year under review, the Company has not allotted any shares by way of Right Issue or on
Private Placement Basis. Further, the Company has not provided any Stock Option Scheme to the
employees

8. POLICIES:

a) WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Your Company has been following the principles and practices of good Corporate Governance and has
ensured, as far as possible, due compliance to various provisions of the applicable laws.

The Board of Directors of your Company place strong emphasis on transparency, accountability and
integrity and have set for the Company broad objectives of continuously enhancing the customer''s
satisfaction and shareholders'' value.

In keeping with this focus, your Company has established a Vigil Mechanism duly framed in consonance
with section 177(9) the Companies Act, 2013 to report genuine concerns or grievances.

b) ANTI-CORRUPTION POLICY:

The Company has duly adopted an Anti-Corruption Policy to ensure that business of the Company is
conducted with highest legal and ethical standards and that all employees and other persons acting on
behalf of the Company uphold this commitment.

c) RISK MANAGEMENT POLICY:

The Company is faced with risks of different types, all of which need different approaches for mitigation
and hence the policy on Risk Management has been formulated and adopted as required under the
provisions of Section 134 (3)(n) of the Companies Act, 2013. The policy specifies the risk management
approach of the Company and includes periodic review of such risks, including documentation, mitigating
controls and reporting mechanism for such risks.

d) SEXUAL HARRASMENT POLICY:

The Company has adopted a policy on Sexual Harassment of Woman at Workplace pursuant to the
requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding
Sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this
policy.

Further the Board states that there were no cases or complaints filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

e) CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR POLICY):

The Company has adopted a policy on Corporate Social Responsibility.

Since our Company''s inception, it has been our endeavor to work towards enriching the life of people in
need and make a meaningful contribution to the society. It is a sincere devotion that stems out of genuine
concern and drive to provide comprehensive and sustainable social development to rural India. The
Company is committed to sustainable and inclusive development of the community''s social capital
through active engagement. The CSR program covers key human development verticals such as education,
health and housing, besides various social empowerment measures. The Annual Report on CSR is annexed
herewith as Annexure -II.

9. 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:

There were no instances during the year under review attracting the provisions of Rule 8 (5) (vii) of the
Companies (Accounts) Rules, 2014.

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

The information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the
Companies (Accounts) Rules, 2014 for the year ended March 31, 2024 is as mentioned below:

A) Conservation of Energy:

(i) Energy Conservation Measures taken:

The Company continued its focus on pursuing LEED O&M certification.

Further, the company has taken following initiatives for the conservation of energy.

1. Usage of energy-efficient systems to lower emissions and actively integrate renewable energy
sources into operations

2. Sustainable water management practices by installing water-efficient fixtures and appliances across
sites and drip irrigation.

3. Sustainable waste management practices by tracking waste material to ensure its efficient and
responsible end use.

4. Steps taken for green cleaning practices by using Hydrocleaner technology

(ii) Steps taken by the company for utilizing alternate sources of energy:

Your company is under the process of pursuing USGBC LEED EXISTING BUILDING (EB) OPERATIONS &
MAINTENANCE (O&M) V4.1 certification. This will demonstrate the building''s leadership in sustainable
building practices

(iii) Capital investment on energy conservation equipment''s:

Rooftop Solar Installation:

A Rooftop Solar Installation is in progress and is scheduled for completion by Sep 2024
EV Charging Stations:

During the Financial Year 2023-2024 electric vehicle charging stations for four-wheelers were installed.

This initiative has helped improving air quality on the premises and reduce fossil fuel consumption
thereby reducing emissions.

B) Foreign Exchange Earnings and Outgo:

Foreign Exchange details are given in financial statements of the Company.

Foreign Exchange Inflow: As per financial statements
Foreign Exchange Outflow: As per financial statements

C) Technology Absorption:

(i) Efforts, in brief, made towards technology absorption:

The Company has always focused on upgraded technology and leveraging automation to enhance
services for our corporate tenants.

(ii) Benefits derived as a result of the above efforts:

utilizing automated systems have helped us effectively maintain our equipment, utilities and
enhanced operations in our common spaces and has ensured sophisticated Enterprise Facility
Management System.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there was no change in the management of the Company. The Board
comprises of the following Directors and Key Managerial Personnel as on March 31, 2024:

S. No.	Name	Designation
1.	Atul Ishwardas Chordia	Director
2.	Resham Chordia	Director

Changes in Directors and Key Managerial Personnel post end of Financial Year 2023-24:

1. Ms. Simran Saluja resigned from the post of Company Secretary with effect from August 05, 2024.

2. Mr. Pradip Bhatambrekar was appointed as a Company Secretary and Compliance officer of the
Company with effect from August 06, 2024.

3. Mr. Ranjit Bharat Batra was appointed as a Chief Executive Officer of the Company with effect
from August 31, 2024.

4. Mr. Paresh Ajit Bafna was appointed as a Chief Financial Officer of the Company with effect from
August 31, 2024

5. Ms. Resham Chordia resigned with effect from September 05, 2024.

6. Mr. Srejan Goyal was appointed as an additional Non-executive & Non-independent director with
effect from July 29, 2024 and resigned with effect from September 05, 2024.

7. Mr. Bharat Khanna, Ms. Punita Kumar Sinha and Mr. Thilan Manjith Wijesinghe was appointed as
a Non-executive & Independent director with effect from September 05, 2024.

8. Mr. Tuhin Arvind Parikh and Mr. Nipun Sahani was appointed as a Non-executive & Non¬
Independent director with effect from September 05, 2024.

12. NUMBER OF BOARD MEETINGS HELD:

Details of Board Meetings held during the financial year 2023-24 as required u/s 134(3) (b) of the

Companies Act, 2013 are as under:

First Quarter (April to June)	Second Quarter (July to Sept)	Third Quarter (Oct to Dec)	Fourth Quarter (Jan to March)	Total Board Meetings
2 (Two) 21.04.2023 01.06.2023	4 (Four) 21.07.2023 28.08.2023 26.09.2023 29.09.2023	1 (One) 02.11.2023	2 (Two) 04.01.2024 01.02.2024	9(Nine)

The intervals between any two meetings were well within the maximum period mentioned under Section
173 of the Companies Act, 2013.

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

Following are the material changes and commitments have occurred after the close of the year till the
date of this Report, which affect the financial position of the Company:

1. Change in Name of the Company from "ICC Realty (India) Private Limited" to "Ventive Hospitality
Private Limited" with effect from 8^th July , 2024.

2. Conversion of Company from Private Limited to Public Limited and consequently the name of the
Company is changed from "Ventive Hospitality Private Limited" to "Ventive Hospitality Limited",
through the new Certificate of Incorporation generated dated 28^th August, 2024.

3. Pursuant to a resolution passed by the Board on July 9, 2024, and a resolution passed by the
Shareholders on July 12, 2024, each equity shares of face value of ^10 each has been split into ten
Equity Shares of face value of ^1 each. Accordingly, the issued, subscribed and paid-up capital of our
Company was sub-divided from 10,443,957 equity shares of face value of ^10 each to 104,439,570
Equity Shares of face value of ^1 each.

4. Further the Company has issued and allotted 8,07,53,110 [Eight Crore Seven Lakh Fifty-Three
Thousand One Hundred Ten] Equity Shares of Rs. 1/- [Indian Rupees One Only] each at a premium of
Rs. 143.90/- [Indian Rupees One Hundred Forty-Three and Nine Tenths Only] per share aggregating to
amount of Rs. 1170,11,25,639/- [Indian Rupees One Thousand One Hundred Seventy Crore Eleven
Lakh Twenty-Five Thousand Six Hundred Thirty Ninety Only] on right basis.

5. Further the Company has issued and allotted 2,34,65,150 Equity Shares (Two Crore Thirty-Four Lakhs
Sixty-Five Thousand One Hundred and Fifty) at a face value of Rs. 1 /- (Rupee One Only) per share at a
premium of Rs. 616.9/- (Rupees Six Hundred Sixteen and Ninety Paise Only) per share amounting to
Rs. 14,49,91,16,185/- (Rupees One Thousand Four Hundred Forty-Nine Crore Ninety-One Lakh Sixteen
Thousand One Hundred Eighty-Five Only) through Private placement.

6. The Company in order to expand its business in the Hospitality Sector acquired Hotels from the group
Company by entering into Business Transfer Agreements/ Share Accquisition.

7. Further the Company has filed Draft Red Herring Prospectus with SEBI, for listing of Equity Shares of
the Company on main Board Platform of the Bombay Stock Exchange Limited and National Stock
Exchange Limited.

14. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year under review (Financial Year 2023-2024), the Company does not have any Subsidiary, Joint
Ventures or Associate Company/ies.

15. PARTICULARS OF EMPLOYEES:

During the year under review, there was no Employee in receipt of remuneration exceeding Rs.8,50,000/-
per month or Rs. 1,02,00,000/- per annum.

16. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are
not applicable to the Company. Further after closing of the financial year, the Nomination and
Remuneration Committee was constituted as on 5^th September, 2024 and the terms of reference were
adopted on the same date.

17. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;

b. The Directors had 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 financial year and of the profit and loss of the Company for that period.

c. The Directors had 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 the Company and for
preventing and detecting fraud and other irregularities.

d. The directors had prepared the annual accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively;

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

18. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 AND SECRETARIAL STANDARD
—2

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

19. AUDITORS:

A) STATUTORY AUDITORS:

At the Annual General Meeting held on 30^th September 2022, M/s S R B C & Co LLP, Chartered Accountant,
Firm Registration No. 324982E/E300003, were appointed as Statutory Auditors of the Company to hold
office till the conclusion of the Annual General Meeting to be held in the year 2027.

B) COST AUDITORS:

The provisions of sub-section (1) of section 148 of the Companies Act, 2013 are not applicable to the
Company.

C) SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act 2013, the Company has appointed Mr. Arun Deshpande,
Company Secretaries, Pune as its Secretarial Auditors to conduct the secretarial audit of the Company
for the Financial Year 2023-24.

The Report of Secretarial Auditor for the Financial Year 2023-24 is annexed to this report as Annexure III
The Comments in Secretarial Audit Report are self-explanatory.

20. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, there were no incidents of fraud in the company.

21. COMMENTS ON THE QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE
BY THE AUDITORS:

The Board would like to inform that no qualification or material reservations / observations observed and
made by the Auditors in their report for the financial year 2023-24.

22. WEB LINK OF ANNUAL RETURN:

As per the provisions of Section 92(3) of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company has been
placed on the website of the Company and can be accessed:

https://www.ventivehospitality.com/

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all the related party transactions were in the ordinary course of business.
However, as a prudent precaution, the Board of Directors has approved all the related party transactions
for FY 2023-24. Subsequently, particulars of contracts or arrangements with related parties in Form AOC-2
forms part of the report as Annexure I.

There were no material transactions with related parties during the year under review.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Since your Company falls under the category of providing infrastructural facilities mentioned under
schedule VI of the Companies Act, 2013, details for providing Particulars of loans, guarantees or
investments would not be applicable.

25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. There is an appropriate mechanism which monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with operating systems, accounting procedures
and policies of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls.

26. DECLARATION BY INDEPENDENT DIRECTORS:

Since, the provisions of Section 149 (4) of the Companies Act, 2013 read with the rules made thereunder
are not applicable to the Company; the appointment of Independent Director/s would not require on the
Board for the financial year ended 31st March 2024.

27. COMMITTEES:

A) CSR COMMITTEE:

Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Board of Directors of your
Company has constituted the CSR Committee. The Committee comprises of the following Directors.

Sr. No.	Name of Directors	Designation
1	Atul Chordia	Director
2	Resham Chordia	Director

*Ms. Resham Chordia resigned with effect from September 05, 2024.

*Further after the close of the year till the date of this Report, the Audit Committee, Nomination and
Remuneration Committee, Stakeholder Relationship Committee, Risk Management Committee and
Investment Committee were formulated as on 5^th September, 2024.

28. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:

During the Financial Year 2023-24, there was no application made and proceeding initiated /pending
under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against.

29. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:

During the Financial Year 2023-24, there was no application made and proceeding initiated /pending
under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against.

30. ACKNOWLEDGEMENT:

The Directors of the Company wish to place on record their appreciation of the dedication,
professionalism and hard work put in by the employees of the company at all levels. Relationships with
regulatory authorities and clients remain excellent.

The Directors are grateful for the support extended by them and look forward to receive their continued
support and encouragement. The Directors also wish to thank the bankers of the Company for their
continued support.

By Order of the Board of Directors

For Ventive Hospitality Limited

(Formerely known as Ventive Hspitality Private Limited

and ICC Realty (India) Private Limited)

Atul Chordia Nipun Sahani

Director Director

DIN:00054998 DIN:00054998

Address: S. No. 37/1, Ghorpadi, North Main Road Address: House No - 905-B, The

Near A.B.C. Farm, Koregaon Park, Pune 411001 Aralias DLF Phase 5, Gurgaon 122009, Haryana

Date: 25.09.2024

Place: Tech Park One, 5^th Floor, Tower ''D'',

Yerwada, Pune - 411006