Directors Report of Vikram Kamats Hospitality Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the 18^th Annual Report together with the Audited
Standalone and Consolidated Financial Statements of the Company for the year ended 31^st March, 2025.

FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE:

The financial summary for the year under review is as below:

Particulars	Year ended		Year ended
	March 31, 2025		March 31, 2024
	Standalone	Consolidated	Standalone	Consolidated
Total Income	2,389.80	4,031.71	1,825.60	3,030.07
Total Expenses (excluding Interest, Depreciation & Taxation)	2,046.00	3,190.94	1,644.06	2,494.83
Profit Before Interest, Depreciation & Taxation	343.80	840.77	181.54	535.24
Less: Interest and Finance Charges (net)	71.71	219.29	25.97	90.79
Less: Depreciation	191.54	519.53	48.45	195.11
Profit Before share of profit (loss) of associates and tax	80.55	101.95	107.12	249.34
Share of profit (loss) from associates using Equity method	-	(0.50)	-	-
Profit Before Tax	80.55	101.45	107.12	249.34
Add / (Less) Prior Period Adjustment- Income Tax	-	-	-	-
Add / (Less): Provision for current tax	8.13	(53.53)	(4.58)	(55.18)
Add / (Less) : Deferred tax	11.82	18.81	(32.55)	(21.81)
Profit After Tax	60.60	66.73	69.99	172.35
Other Comprehensive Income/(Loss)	1.64	2.62	3.24	2.00
Total Comprehensive Income/(Loss) for the year	62.24	69.35	73.23	174.35
Attributable to
Shareholders of the Company	-	62.74	-	158.18
Non-controlling interest	-	6.61	-	16.17

STATE OF THE COMPANYâS AFFAIRS:

Standalone:

During the year under review, your Company has registered total income of Rs. 2,389.80 Lakhs as
compared to Rs. 1,825.60 Lakhs in the previous year i.e. an increase of 30.90% over the previous year.

Further, the Company has earned profit before tax of 80.55 Lakhs as compared to Rs. 107.12 Lakhs in
the previous year. Profit before tax was registered low due to initial operating cost of new outlets.

Consolidated:

During the year under review, your Company has registered total income of Rs. 4,031.71 Lakhs as
compared to Rs. 3,030.07 Lakhs in the previous year i.e. an increase of 33.06% over the previous year.
Further, the Company has earned profit before tax of Rs. 101.45 Lakhs as compared to Rs 249.34 Lakhs
in the previous year.

The Company is in the business of hospitality, food products and allied activities.

- The Rich Taste of Punjab'' - having Punjabi dhaba theme serving Indian, North Indian, veg and
non-veg food with live music and live bar; âPepper Fry Veg Multi-Cuisine Kitchen - by Kamats''

- a multi-cuisine restaurant are been granted. The Company does not own the brands Vithal
Kamats, Kamats and other brands and has licensed the same from its respective owners.

A new model âKamats Legacy'' with premium dining space through which variety of South
Indian dishes from all Southern states of India were introduced is expected to further boost the
turnover. Presently, The Company operates three outlets under leased model situated at Nariman
Point (Mumbai), Vashi (Navi Mumbai) and Malad (Mumbai) are operational under the said
model.

As on March 31, 2025, the following are the details of Franchise outlets in operation:

Sr. No.	Name of Trade Mark	Number of outlets
1	Vithal Kamats / Kamats	25
2	âKamats Legacy'' with premium dining South Indian	3
3	Urban Dhaba - The Rich Taste of Punjab	2
4	Pepper Fry by Kamats	1

The Company had entered in an arrangement with Kamats Worldwide Food Services Private
Limited pursuant to which the Company operates, runs and manages Kamats Silvassa Hotel, a 4
Star Hotel of Kamats Worldwide Food Services Private Limited and its restaurant units situated
at Silvassa.

Considering the potential to tap more business and generate revenues and profitability, consent
for expansion of the property at Silvassa was provided by Kamats Worldwide Food Services
Private Limited wherein the number of rooms at the said property were proposed to be added in
phased manner.

Kamats Hospitality Academy of Skill (KHAS) is a new initiative of the Company to address the
concern of skilled labour and provide appropriate training and jobs to the youth in the sector of
Hospitality. It allows the youth coming from all walks of life to achieve the right education and
start earning while they are still learning and thereafter be employed.

â¢ The Company has taken commercial Shop no. 21, Shop no. 20, Shop no. 8 and Shop no. 7 at
Tapovan 2, Tapovan Co-operative Housing Society Limited, 15 Ceat, Bhandup Village Road,
Next to WMI Cranes Limited, Bhandup West, Mumbai 400078 on long term lease basis to
operate, run, manage and carry out the business of restaurants / and / or to otherwise
commercially use the same.

â¢ The subsidiary of the Company viz. Vitizen Hotels Limited has acquired approximately 100
Rooms Hotel property situated at Kavi Khabardar Marg, Main Road, Near Jetti, Nani Daman.
Once Hotel gets operational the Company expects its Consolidated Business revenue to grow
significantly.

â¢ The subsidiary of the Company viz. Vitizen Hotels Limited has also acquired right to use Land
admeasuring 4.50 acres situated at survey no 372/1/2 admeasuring 1.86.00 hector aar sq mtrs
including house no. 252 admeasuring 2790 sq ft and house no. 1588 admeasuring 840 sq ft
constructed thereon with RCC Construction and situated at Jambugaon Gram Panchayat, Village
Bordi which is close to Vadhvan Port, Taluka Dahanu, District Palghar for the purpose to set up
resort and / or to otherwise commercially use the same/ Tourism Business which will be locate
near to the upcoming Vadhvan Port. The Vadhvan Port will be the country''s largest container
port and will be counted among the worldâs deep water ports. It will become an epicenter of trade
and industrial development for Maharashtra and India. The Foundation stone was laid by The
Honorable Prime Minister Narendra Modi as part of Viksit Bharatâ initiative.

During the year under review, there has been no change in the nature of the business of the Company.

Further, there were no significant and material order passed by the regulators or courts or tribunals
impacting the going concern status and Companyâs operations in future.

There is no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the financial year of the Company to which the financial statements
relate and the date of this Report.

DIVIDEND

The Board of Directors has recommended final dividend of 3 percent i.e. Rs. 0.30/- per equity share of
Rs. 10/- each for the financial year 2024-25, subject to the approval of the members at this 18^th Annual
General Meeting of the Company.

TRANSFER TO RESERVES

Your Board does not propose to transfer any amount to reserves during the Financial Year 2024-25
except for transfer of profits after tax to its respective reserve.

RISK MANAGEMENT AND INTERNAL CONTROL

Your Company recognizes that risk is an integral part of business and is committed to managing the
risks in a proactive and efficient manner.

The Board of the Company at regular intervals monitors the financial, operational, legal risk to the
Company. There is no risk, which, in the opinion of the Board, may threaten the existence of the
Company.

The internal financial controls are adequate and are monitored at regular intervals.

DEPOSITS

There was no deposit accepted by the Company within the meaning of Section 73 and 76 of the
Companies Act, 2013 and Rules made there under at the beginning of the year. The Company has not
invited or accepted deposit during the year and there was no deposit which remained unpaid or
unclaimed at the end of the financial year.

SHARE CAPITAL:

The Authorized Share Capital of the Company was increased from Rs. 14,00,00,000/- (Rupees Fourteen
Crore only) consisting of 1,40,00,000 (One Crore Forty Lakhs) equity shares of Rs. 10/- (Rupees Ten
only) each to Rs. 20,00,00,000/- (Rupees Twenty Crore only) consisting of 2,00,00,000 (Two Crore)
equity shares of Rs. 10/- (Rupee Ten) each vide special resolution dated 28^th September, 2024.

PREFERENTIAL ISSUE OF WARRANTS

The Company had on 20th July, 2023 issued fully convertible warrants by way of preferential issue on
Private Placement basis upto 24,00,000 at a price of Rs. 50/- (Rupees Fifty only) per underlying equity
share / Warrant aggregating to Rs. 12,00,00,000 (Rupees Twelve Crores Only) entitling to apply for and
get allotted one equity share of the face value of Rs. 10/- (Rupees Ten) each fully paid-up against every
Warrant held (Warrants) within 18 (Eighteen) months from the date of allotment of Warrants. Rs.
12.50/- per warrant was paid at time of application.

On January 16th, 2024, 7,65,000 (Seven Lakhs Sixty Five Thousand), March 28th, 2024 2,65,000
(Two Lakhs Sixty Five Thousand), July 26th, 2024 7,70,000 (Seven Lakhs Seventy Thousand) and
August 19th, 2024 6,00,000 (Six Lakhs) warrants were converted and Equity Shares of face value of
Rs. 10/- each were allotted . All warrants under said issue were fully converted.

Thereafter the Company had, issued fully paid up 17,47,297 Equity Shares of Rs. 10/- each and
19,12,163 warrants entitling to apply for and get allotted one equity share of the face value of Rs. 10/-
(Rupees Ten) each fully paid-up against every Warrant held within 18 (Eighteen) months from the date
of allotment of Warrants on 16^th October, 2024 at a price of Rs. 74/- per underlying equity share /
Warrant. Rs. 22.20/- i.e 30% per warrant was paid at time of application. On March 17, 2024 and 25^thApril, 2025 subsequent to receipt of the balance 70% of the warrant issue price @ ? 51.80/- per
warrant, 1,90,000 (One Lakhs Ninety Thousand) warrants and 86,541 (Eighty Six Thousand Five Forty
One) warrants were converted and 1,90,000 Equity Shares and 86,541 Equity Shares respectively of
face value of Rs. 10/- each were allotted.

The issued, subscribed and paid up share capital of the Company as on 31^st March, 2025 is Rs.
15,16,22,970/- (Rupees Fifteen Crores Sixteen Lakhs Twenty Two Thousand Nine Hundred and
Seventy only) divided into 1,51,62,297 (One Crore Fifty One Lakhs Sixty Two Thousand Two Hundred
Ninety Seven) Equity Shares of ? 10/- (Rupees Ten only) each and 17,22,163 warrants are pending
conversion.

CHANGE IN NAME OF THE COMPANY

Considering the promoters, line of business, to differentiate the Company with other company(ies)
promoted by other family members of the Promoters and to give better representation of the Company,
it was considered desirable to change the name of the Company. The members of the Company passed
special resolution approving same on 28^th September, 2024. On 6th December, 2024 the Company
received the fresh certificate of incorporation dated 6th December, 2024 issued by the Registrar of
Companies, Mumbai under Section 13(3) of the Companies Act, 2013 with the new name âVikram
Kamats Hospitality Limitedâ. Accordingly, the name of the Company stood changed to Vikram Kamats
Hospitality Limited from Vidli Restaurants Limited w.e.f. 6th December, 2024.

Further, the BSE Ltd vide Notice dated 23^rd December, 2024 has approved the change in the name and
symbol of the Company to âVikram Kamats Hospitality Limitedâ and âKAMATSâ respectively, w.e.f.
30th December, 2024.

ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE
COMPANY

Pursuant to the change in the Name of the Company Clause I of the Memorandum of Association and
Articles of Association, wherever required, was amended vide special resolution dated 28th September,
2024.

Further, Clause V of the Memorandum of Association pertaining to the Authorized Share capital was
also amended vide special resolution dated 28^th September, 2024.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

The Company has shifted its registered office within the local limit from D-09, Eastern Business
District, LBS Road, Bhandup West, Mumbai 400078 to Units No. 5-8 at Tapovan Co-operative
Housing Society Ltd., Near Nahur Station, Bhandup West, Mumbai-400078 w.e.f 12^th February, 2025.

USE OF PROCEEDS

The proceeds generated from the issue of warrants / converted equity share have been utilized for the
purpose for which they were raised and disclosed in offer documents and there is no deviation in the
utilization of proceeds.

SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

As on 31^st March, 2025, the Company did not have any joint venture/associate company and has one
subsidiary, namely, Vitizen Hotels Limited.

As per Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on the performance and financial
position of the subsidiary included in the consolidated financial statement and is provided in Form
AOC-1 annexed to the Financial Statement of the Company and not repeated here.

The Board has reviewed the affairs of its subsidiary. In accordance with the provisions of Section 136(1)
of the Companies Act, 2013, the Annual Report of the Company containing therein the audited
standalone and consolidated financial statements and the audited financial statement of the subsidiary
has been placed on the website of the Company at https://www.kamatsindia.com/annual-report-kamats-
restaurant .The hard copy of the aforesaid documents will be provided to the interested member upon
receipt of request for the same by the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors:

Mr. Kurian Chandy, Non-Executive Director resigned from the directorship of the Company with effect
from 21st May, 2024, due to personal reasons. The Board of Directors placed on record its appreciation
for his associations with the Company and for his valuable services and guidance.

Ms. Nanette Dâsa was re-appointment as the as Non-Executive Independent Director of the Company
for another consecutive term of 5 years as per Section 149 of the Companies Act, 2013 at the previous
annual general meeting.

Dr. Vidhi V. Kamat retires by rotation at this Annual General Meeting, and being eligible, offers herself
for reappointment. The Board of Directors recommend the reappointment of Dr. Vidhi V. Kamat. Brief
details of Dr. Vidhi Kamat are given in the Annexure II of the Notice of this AGM.

Key Managerial Personnel:

During the period under review there is no change in Key Managerial Personnel.

COMPOSITION OF BOARD AND STATUTORY COMMITTEES

Board of Directors as on 31^st March, 2025:

Sr. No.	Name	Nature of Directorship
1.	Ms. Nanette Dâsa	Chairperson and Non-Executive Independent Director
2.	Dr. Vikram V. Kamat	Managing Director
3.	Dr. Vidhi V. Kamat	Non-Executive Director
4.	Mr. Ammin U. Rajqotwala	Non-Executive Independent Director
5.	Ms. Meghna Vihang Makda	Non-Executive Independent Director

Audit Committee as on 31^st March, 2025:

Sr. No.	Name	Status in Committee
1.	Ms. Nanette Dâsa	Chairperson
2.	Mr. Ammin U. Rajqotwala	Member
3.	Ms. Meghna Vihang Makda	Member

Nomination and Remuneration Committee as on 31^st March. 2025:

Sr. No.	Name	Status in Committee
1.	Mr. Ammin U. Rajqotwala	Chairman
2.	Ms. Nanette Dâsa	Member
3.	Ms. Meghna Vihang Makda	Member

Stake Holders Relationship Committee as on 31^st March, 2025:

Sr. No.	Name	Status in Committee
1.	Mr. Ammin U. Rajqotwala	Chairman
2.	Dr. Vikram V. Kamat	Member
3.	Ms. Nanette Dâsa	Member
4.	Dr. Vidhi V. Kamat	Member

Boardâs Sub-Committee as on 31^st March, 2025:

Sr. No.	Name	Status in Committee
1.	Dr. Vikram V. Kamat	Chairman
2.	Dr. Vidhi V. Kamat	Member

Allotment Committee as on 31^st March, 2025:

Sr. No.	Name	Status in Committee
1.	Dr. Vikram V. Kamat	Chairman
2.	Dr. Vidhi V. Kamat	Member

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2024-2025. 5 (Five) meetings of the Board of Directors were held on 20^thMay. 2024. 14^th August. 2024. 28^th August. 2024. 14^th November. 2024 and 12^th February. 2025.

The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate
Governance Report and not repeated here. The intervening time gap between two consecutive Meetings
of the Board was within the limit prescribed under the Companies Act. 2013. i.e.. the same was not
exceeding 120 (One Hundred and Twenty) days.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaration from Ms. Nanette Dâsa. Mr. Ammin U. Rajqotwala and Ms.
Meghna Vihang Makda. Independent Directors of the Company as required under Section 149(7) of
the Companies Act. 2013 to the effect that they meet the criteria of independence as provided in Section
149(6) of the Companies Act. 2013; that they will abide by the provisions specified in Schedule IV to
the Companies Act. 2013 and that their names are registered in the data bank as per Rule 6 of the
Companies (Appointment and Qualifications of Directors) Rules. 2014. The Board has taken on record

the declarations so received from Ms. Nanette Dâsa, Mr. Ammin U. Rajqotwala, and Ms. Meghna
Vihang Makda.

BOARD EVALUATION

The formal evaluation of the Board as whole, Independent and Non-Independent Directors of the
Company was done at the respective meetings of Independent Directors and the Board of Directors
each held on 12th February, 2025.

The performance of Non-Executive Independent Directors, including Chairperson was evaluated on
the criteria like endeavor to understand the nature and role of independent director, rendering advice
to management, providing recommendations professionally as per domain knowledge and experience,
heading the Committees constituted by the Board, attendance and participations in the meetings, raising
of concerns to the Board, safeguard of confidential information and independence, rendering unbiased
opinion and resolution of issues at meetings, adherence to the applicable code of conduct for
independent directors;. The Chairperson was additionally evaluated on managing relationships with
fellow Board members and senior management and other related factors. ;

The same was found to be satisfactory.

The Non-Independent Directors were evaluated at a separate meeting of Independent Directors in which
factors like appropriate guidance to the departmental heads of the Company such as Marketing, sales,
HR and operations, understanding of the business, financial realities, decision making, views on the
governance, financial discipline and other practices, objective assessment on the plans framed by the
executive team and role in formulating and overseeing the corporate strategy discharge of the duties
and responsibilities entrusted, initiative with respect to various areas and for expansion, expertise
towards the operational, strategy and statutory affairs, risk management and mitigation, commitment
and maintaining desirable/ approachable relationship with Board, management team, regulators,
bankers, industry representatives and other stakeholders, integrity and to ensure the financial
compliances and working of the Company were assessed. The same was found to be satisfactory.

Factors like Board structure/ composition with experience, qualifications and a proper mix of
competencies to conduct its affairs effectively, diversity in terms of gender/background/
competence/experience and interaction of Committee with the Board, approach of Board toward
unforeseen situation, frequency of meeting, agenda, logistics, relevant information, time allotted,
discussion and decision on agenda items, inputs from the Board members, circulation of minutes and
incorporation of suggestion thereon, communication with the management team, company employees
and others, helpful feedback to management on its requirements, monitoring of policies, transparency
and quality, quantity, and timeliness of the information provided, risk management, emphasis on
corporate governance, initiatives taken to ensure regulatory compliances were considered for evaluation
of the Board. The same was found to be satisfactory.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company constantly endeavours to familiarize its Independent Directors on the functioning of the
Company, so that they are aware of the functions of the Company and their expertise can be utilized
for the betterment of the Company. In this view the Company has conducted Familiarization
Programmes to familiarize the Independent Directors of the Company. Details of the same are disclosed
on the website of the Company and the web link of the same is https://www.kamatsindia.com/policy-
kamats-re staurant.

NOMINATION AND REMUNERATION POLICY

In terms of Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the
Company has a Nomination and Remuneration Policy on Directorâs and Senior Management
Employeeâs appointment and remuneration including criteria for determining their qualifications,
positive attributes, independence and other prescribed matters in place. The Remuneration Policy of
the Company is divided into the following headings and the entire policy is available on the website of
the Company https://www.kamatsindia.com/policy-kamats-restaurant;

â¢ Introduction

â¢ Objective and Purpose of the Policy

â¢ Effective date

â¢ Definitions

â¢ Applicability

â¢ General

â¢ Matters to be dealt with, perused and recommended to the Board by the Nomination and
Remuneration Committee

â¢ Policy for appointment and removal of Director, KMP and senior management:

- Appointment Criteria and Qualifications

- Term / Tenure

- Evaluation

- Removal

- Retirement

â¢ Policy relating to the remuneration for the Whole-time Director, KMP and senior management
personnel

- General

- Remuneration to Whole-Time/ Executive/ Managing Director, KMP and Senior
Management Personnel

- Remuneration to Non- Executive/ Independent Director.

Currently, no compensation is paid to the Non-Executive Directors of the Company except for the
sitting fees as per provisions of Companies Act, 2013.

ANNUAL RETURN

As per Section 92 of the Companies Act, 2013, the copy of annual return is available on the website
of the Company https://www.kamatsindia.com/annual-return-kamats-restaurant.

COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a duly constituted Internal Complaints Committee as required by the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress
complaints received regarding sexual harassment.

During the year under review, no instance of compliant or report under the said Act was pending/
registered, in any of the units including the head office of the Company. A report of Internal Complaints
Committee has been submitted to respective District Officer(s)/appropriate authority(ies) as required
under the aforesaid Act.

VIGIL MECHANISM

The Company has established a Vigil Mechanism for directors and employees to report genuine
concerns. The vigil mechanism provides for adequate safeguards against victimization of person who
use Vigil Mechanism and also provide for direct access to the Chairperson of the Audit Committee.

The details of Vigil Mechanism are displayed on the website of the Company
https://www.kamatsindia.com/policy-kamats-restaurant

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013

Following are the particulars of loans, guarantees and investments under Section 186 of the Companies,
Act, 2013 of the Company:

(A) Loans and Guarantees provided: - No loans or Guarantees were given during the year under
review.

(B) Investments made:

(Amount in Lakhs)

Nature of Investments

Opening

Balance

Amount
Invested during
the year

Amount

Redeemed

Re-measurement

Closing

Balance

Mutual Funds, equity
shares, Bonds and Fixed
Deposits with Banks

681.87

1,643.75

1,249.55

(0.63)

1,237.93

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
REFERRED TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The particulars of Contract or arrangement in Form AOC-2 as required under Section 134(3)(h) of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed to this Board
Report as Annexure âAâ. There are no loans and advances in the nature of loans from or to the holding
company. The details of other loans and advances are mentioned in notes to accounts and are not
repeated here.

PARTICULARS OF EMPLOYEES

There was no employee who was employed throughout the year or part thereof and in receipt of
remuneration aggregating to Rs. 102.00 Lakhs p.a. or more or who was employed for part of the year
and in receipt of remuneration aggregating to Rs. 8.50 Lakhs p.m. or more.

PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

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, regarding remuneration of Directors, Key Managerial Personnel and other related
disclosure is given as Annexure - B to the Boardâs Report.

Further, a statement showing the names and other particulars of employees as per Rule 5(2) and 5(3)
of the aforesaid Rules, forms part of this report. However, in terms of first proviso to Section 136(1) of

the Companie Act, 2013, the Annual Report and Accounts are being sent to the members and others
entitled thereto, excluding the aforesaid information. The said information is available for inspection
by the Members at the Registered Office of the Company during business hours on working days and
through electronic means. Further in terms of proviso to said Rule 5(3), such particulars shall be
available to any shareholder on specific request made by him in writing or e- mail to Company
Secretary, at [email protected].

DIRECTORSâ RESPONSIBILITY STATEMENT

As required by Section 134 (5) of the Companies Act, 2013 the Directors hereby confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been
followed and that there are no material departures.

2. That the selected accounting policies were applied consistently and the Directors 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 at 31st March, 2025 and of the profit and loss of the
Company for the financial year ended on that date.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities to the
best of the Directors'' knowledge and ability.

4. That the annual accounts have been prepared on a going concern basis.

5. That internal financial controls have been laid down, and are followed by the Company and the
said internal financial controls are adequate and are operating effectively and;

6. That proper system have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and are operating effectively.

7. That during the year 2024-2025, the Company has complied with the Secretarial Standard as
amended and applicable to the Company.

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

(A) Conservation of energy-

(i)	the steps taken or impact on conservation of energy;	The Company continued energy conservation efforts during the year. It has closely monitored power consumption and running hours on day- to-day basis, thus resulting in optimum utilization of energy.
(ii)	the steps taken by the company for utilizing	NIL
	alternate sources of energy;
(iii)	the capital investment on energy conservation	NIL
	equipment.

(B) Technology absorption-

(i)	the efforts made towards technology absorption;	The activities of the Company at present do not involve technology absorption and research and development.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NIL
(iv)	the expenditure incurred on Research and Development.	NIL

The Foreign Exchange earned in terms of actual inflows during the year;	NIL (Previous year - NIL)
The Foreign Exchange outgo during the year in terms of actual outflows.	NIL (Previous year - NIL)

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED
SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	Number of shareholders who approached listed entity for transfer of shares from suspense account during the year	Number of shareholders to whom shares were transferred from suspense account during the year	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year
NIL	NIL	NIL	NIL

Declaration that the voting rights on shares in the suspense account shall remain frozen till the rightful
owner of such shares claims the shares - Not Applicable

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed as Annexure âCâ of this Boardâs Report.

STATUTORY AUDITOR

M/s. Chaturvedi Sohan & Co., Chartered Accountants, Mumbai (FRN: 118424W) were appointed as
Statutory Auditors of your Company at the 15 th Annual General Meeting held on 26th August, 2022
for a term of five consecutive years and they continue to hold the office.

COST RECORDS AND AUDIT

The provisions relating to maintaining of cost record and to conduct cost audit are not applicable to the
Company.

SECRETARIAL AUDITOR

M/s. Pooja Sawarkar and Associates, Practicing Company Secretary, Mumbai was appointed as the
Secretarial Auditor of the Company for Financial Year 2024-2025. In terms of Section 204(1) of the
Companies Act, 2013, a Secretarial Audit Report is annexed as Annexure âDâ of this Boardâs Report.
M/s. Pooja Sawarkar and Associates is proposed to be appointed for a period of five consecutive years
from the date of this general meeting.

RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS AND
DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL
AUDITORS

There are no qualifications, reservations, adverse remarks, disclaimers or any fraud reported by the
Statutory Auditors in their report on Financial Statements for the Financial Year 2024-25.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors
in the Secretarial Audit Report for the Financial Year 2024-25.

INDIAN ACCOUNTING STANDARD (IND AS)

The Company has adopted Indian Accounting Standards (âIND ASâ) from April 01, 2022 with a
transition date of April 01, 2021. Accordingly, the financial statement for the year 2024-25 has been
prepared in accordance with IND AS, prescribed under Section 133 of the Companies Act, 2013 read
with the relevant rules issued thereunder and the other recognised accounting practices and policies to
the extent applicable.

CORPORATE GOVERNANCE

Your Company has been practising the principles of good corporate governance. In accordance with
Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a detailed report on corporate governance is annexed
as Annexure âEâ. M/s Pooja Sawarkar and Associates, Practising Company Secretaries, have certified
that the Company is in compliance with the requirements of Corporate Governance in terms of
Regulation 34 of the Listing Regulations and the Compliance Certificate is annexed to the Report on
Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding Constitution of Corporate Social
Responsibility (CSR) Committee and spending of at least 2% of average net profit are not applicable
to the Company.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

There is no money in the unpaid dividend account which remained unclaimed or unpaid for a period of
seven years from date of transfer of such amount to the unpaid dividend account and the Company was
not required to transfer any such amount to Investor Education and Protection Fund.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 AND
SETTLEMENTS

During the year under review, no application was made or any proceeding was pending by or against
the Company under the Insolvency and Bankruptcy Code, 2016.

The repayment of the loan availed from Bank or Financial Institution by the Company are as per
repayment schedule. Hence, question of one time settlement and difference between valuation done at
the time of one time settlement and valuation while taking loan from Bank/Financial Institution does
not arise.

EMPLOYEE RELATIONS

The relations of the management with staff and workers remained cordial during the entire financial
year.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the sincere and whole hearted co-operation
extended by all concerned, particularly Companyâs bankers, Bombay Stock Exchange Limited, the
Government of Maharashtra, the Central Government, suppliers, clientele and the staff of the Company
and look forward to their continued support. The Directors also thank the members for continuing their
support and confidence in the Company and its management.

On behalf of the Board of Directors
Vikram Kamats Hospitality Limited

Nanette Dâsa Dr. Vikram V. Kamat

Chairperson and Independent Director Managing Director

DIN: 05261531 DIN: 00556284

Place: Mumbai
Date: 28^th May, 2025

Mar 31, 2024

The Board of Directors are pleased to present the 17^th Annual Report together with the Audited Standalone and Consolidated Financial Statements of the Company for the year ended 31^st March, 2024.

FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE:

The financial summary for the year under review is as below:

(Amount in Lakhs)
	Year ended		Year ended
Particulars	March 31, 2024		March 31, 2023
	Standalone	Consolidated	Standalone	Consolidated
Total Income	1,823.54	3,021.35	1,758.01	2,607.56
Total Expenses	1,716.42	2,772.01	1,657.29	2,391.09
Profit Before Interest, Depreciation & Taxation	181.54	535.24	131.38	275.31
Less: Interest and Finance Charges (net)	25.97	90.79	15.18	33.89
Less: Depreciation	48.45	195.11	15.48	24.95
Profit Before Tax	107.12	249.34	100.72	216.47
Add / (Less) Prior Period Adjustment-Income Tax	-	-	-	-
Add / (Less): Provision for current tax	(4.58)	(55.18)	(22.56)	(57.86)
Add / (Less) : Deferred tax	(32.55)	(21.81)	(2.33)	1.65
Profit After Tax	69.99	172.35	75.83	160.26
Other Comprehensive Income/(Loss)	3.24	2.00	(6.09)	(4.48)
Total Comprehensive Income/(Loss) for the year	73.23	174.35	69.74	155.78
Attributable to
Shareholders of the Company	-	158.18	-	142.02
Non-controlling interest	-	16.17	-	13.76

STATE OF THE COMPANYâS AFFAIRS:Standalone:

During the year under review, your Company has registered total income of Rs. 1,823.54 Lakhs as compared to Rs. 1,758.01 Lakhs in the previous year i.e. an increase of 3.73% over the previous year. Further, the Company has earned profit before tax of Rs. 107.12 Lakhs as compared to Rs. 100.72 Lakhs in the previous year i.e. an increase of 6.35% over the previous year.

Consolidated:

During the year under review, your Company has registered total income of Rs. 3,021.35 Lakhs as compared to Rs. 2,607.56 Lakhs in the previous year i.e. an increase of 15.87% over the previous year. Further, the Company has earned profit before tax of Rs. 249.34 Lakhs as compared to Rs. 216.47 Lakhs in the previous year i.e. an increase of 15.18% over the previous year.

The Company is in the business of hospitality, food products and allied activities.

â¢ Our Company runs a chain of restaurants serving hygienic standardized food items in a quick serve format at various outlets on national highways, state highways and cities. The business model of the Company is to develop the operating systems and grant the franchisee under Trade Marks to chain of restaurants serving standardized food items who operate in the format of Dine-in, Food Court and Kiosks. Currently, franchisee for Trade Mark â Vithal Kamats / Kamatsâ, â Urban Dhaba - The Rich Taste of Punjab'' - having Punjabi dhaba theme serving Indian, North Indian, veg and non-veg food with live music and live bar; âPepper Fry Veg Multi-Cuisine Kitchen - by Kamats'' - a multi-cuisine restaurant are been granted. The Company does not own the brands Vithal Kamats, Kamats and other brands and has licensed the same from its respective owners.

A new model âKamats Legacy'' with premium dining space through which variety of South Indian dishes from all Southern states of India were introduced is expected to further boost the turnover. Presently, one owned outlet at Bhandup and other two under leased model situated at Nariman Point (Mumbai) and Vashi (Navi Mumbai) are operational under the said model.

As on March 31, 2024, the following are the details of Franchise outlets in operation:

Sr. No.	Name of Trade Mark	Number of Franchise outlets under Trade Mark
1	Vithal Kamats / Kamats	28
2	âKamats Legacy'' with premium dining South Indian	3
3	Urban Dhaba - The Rich Taste of Punjab	1

â¢ The Company had entered in an arrangement with Kamats Worldwide Food Services Private Limited(Formerly known as Conwy Hospitality Private Limited), pursuant to which the Company operates, runs and manages Kamats Silvassa Hotel, a 4 Star Hotel of Kamats Worldwide Food Services Private Limited and its restaurant units situated at Silvassa.

Considering the potential to tap more business and generate revenues and profitability, consent for expansion of the property at Silvassa was provided by Kamats Worldwide Food Services Private Limited wherein the number of rooms at the said property were proposed to be added in phased manner.

â¢ Kamats Hospitality Academy of Skill (KHAS) is a new initiative of the Company to address the concern of skilled labour and provide appropriate training and jobs to the youth in the sector of Hospitality. It allows the youth coming from all walks of life to achieve the right education and start earning while they are still learning and thereafter be employed.

During the year under review, there has been no change in the nature of the business of the Company.

Further, there were no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

There is no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

DIVIDEND

The Board of Directors has recommended final dividend of 3 percent i.e. Rs. 0.30/- per equity share of Rs. 10/- each for the financial year 2023-24, subject to the approval of the members at this 17^th Annual General Meeting of the Company.

TRANSFER TO RESERVES

Your Board does not propose to transfer any amount to reserves during the Financial Year 2023-24 except for transfer of profits after tax to its respective reserve.

RISK MANAGEMENT AND INTERNAL CONTROL

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner.

The Board of the Company at regular intervals monitors the financial, operational, legal risk to the Company. There is no risk, which, in the opinion of the Board, may threaten the existence of the Company.

The internal financial controls are adequate and are monitored at regular intervals.

DEPOSITS

There was no deposit accepted by the Company within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made there under at the beginning of the year. The Company has not invited or accepted deposit during the year and there was no deposit which remained unpaid or unclaimed at the end of the financial year.

PREFERENTIAL ISSUE OF WARRANTS

The Company had, issued fully convertible warrants by way of preferential issue on Private Placement basis upto 24,00,000 at a price of Rs. 50/- (Rupees Fifty only) per underlying equity share / Warrant aggregating to Rs. 12,00,00,000 (Rupees Twelve Crores Only) entitling to apply for and get allotted one equity share of the face value of Rs. 10/- (Rupees Ten) each fully paid-up against every Warrant held (Warrants) within 18 (Eighteen) months from the date of allotment of Warrants. Rs. 12.50/- per warrant was paid at time of application.

On January 16, 2024, 7,65,000 (Seven Lakhs Sixty Five Thousand) warrants were converted and Equity Shares of face value of Rs. 10/- each were allotted .

Thereafter on March 28, 2024 2,65,000 (Two Lakhs Sixty Five Thousand) warrants were converted and Equity Shares of face value of Rs. 10/- each were allotted .

Equity Shares have been allotted pursuant to receipt of the balance 75% of the warrant issue price @ ? 37.50/- per warrant.

SHARE CAPITAL:

The Authorized Share Capital of the Company was increased from Rs. 11,00,00,000/- (Rupees Eleven Crore only) consisting of 1,10,00,000 (One Crore and Ten Lakhs only) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 14,00,00,000/- (Rupees Fourteen Crore only) consisting of 1,40,00,000 (One Crore Forty Lakhs) equity shares of Rs. 10/- (Rupee Ten) each vide special resolution dated 13^th June, 2023.

ALTERATION OF MEMORANDUM OF ASSOCIATION OF THE COMPANY

Subsequent to the change in the Authorized Share Capital of the Company, Clause V of the Memorandum of Association pertaining to the capital was also amended vide special resolution dated 13^th June, 2023.

USE OF PROCEEDS

The proceeds generated from the issue of warrants / converted equity share have been utilized for the purpose for which they were raised and disclosed in offer documents and there is no deviation in the utilization of proceeds.

SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

As on 31^st March, 2024, the Company did not have any joint venture/associate company and has one subsidiary, namely, Vitizen Hotels Limited. During the year, the Company ceased to be the subsidiary of VITS Hotels Worldwide Private Limited.

As per Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on the performance and financial position of the subsidiary included in the consolidated financial statement is provided in Form AOC-1 annexed to the Financial Statement of the Company and not repeated here.

The Board has reviewed the affairs of its subsidiary. In accordance with the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company containing therein the audited standalone and consolidated financial statements and the audited financial statement of the subsidiary has been placed on the website of the Company at https://www.kamatsindia.com/annual-report-kamats-restaurant .The hard copy of the aforesaid documents will be provided to the interested member upon receipt of request for the same by the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNELDirectors:

Members of the Company approved the appointment of Mr. Ammin U. Rajqotwala as Non-Executive Independent Director of the Company vide special resolution dated 13^th April, 2023.

Ms. Meghna Vihang Makda was appointed as an Additional Director to hold the office of NonExecutive, Independent Director, on the Board of the Company for a period of 5 (five) years commencing from 9th February, 2024. The members of the Company at its Extra Ordinary General Meeting held on 9^th March, 2024, accorded approval for appointment of Ms. Meghna Vihang Makda as a Director of the Company to hold the office of Non-Executive Independent Director by passing a special resolution. The Board of Directors have opined that the integrity, expertise, experience including proficiency of Ms. Meghna Vihang Makda is beneficial to the Company.

The tenure of appointment of Ms. Nanette Dâsa as Non-Executive Independent Director of the Company will be ending on 9th February, 2025 and she is proposed to be re-appointment for another consecutive term of 5 years as per Section 149 of the Companies Act, 2013 which provides that an independent director shall be eligible for re-appointment on passing of a special resolution by the Company.

Mr. Kurian Chandy, Non-Executive Director resigned from the directorship of the Company with effect from 21^st May, 2024, due to personal reasons. The Board of Directors placed on record its appreciation for his associations with the Company and for his valuable services and guidance.

The tenure of appointment of Dr. Vidhi V. Kamat as Manging Director expired and at the 16^th Annual General Meeting, the Company has appointed her as Non-Executive Director. Dr. Vikram V. Kamat has been re-designated as Managing Director w.e.f 7^th October, 2023.

Dr. Vikram V. Kamat (DIN: 00556284), retires by rotation at this Annual General Meeting, and being eligible, offers himself for reappointment. The Board of Directors recommend the reappointment of Dr. Vikram V. Kamat. Brief details of Dr. Vikram Kamat are given in the Annexure II of the Notice of this AGM.

Key Managerial Personnel:

During the period under review there is no change in Key Managerial Personnel.

COMPOSITION OF BOARD AND STATUTORY COMMITTEES

Board of Directors:

Sr. No.	Name	Nature of Directorship
1.	Ms. Nanette Dâsa	Chairperson and Independent Director
2.	Dr. Vikram V. Kamat	Non-Executive Director (till 6^th October, 2023) Managing Director (w.e.f 7^th October, 2023)
3.	Dr. Vidhi V. Kamat	Managing Director (till 6^th October, 2023) Non-Executive Director (w.e.f 7^th October, 2023)
4.	Mr. Ammin U. Rajqotwala	Non-Executive Independent Director
5.	Ms. Meghna Vihang Makda (w.e.f 9^th February, 2024)	Non-Executive Independent Director
6.	Mr. Kurian Chandy (upto 21^st May, 2024)	Non-Executive Non-Independent Director

Audit Committee:
Sr. No.	Name	Status in Committee
1.	Ms. Nanette Dâsa	Chairperson
2.	Mr. Ammin U. Rajqotwala	Member
3.	Mr. Kurian Chandy (upto 21^st May, 2024)	Member

Nomination and Remuneration Committee:
Sr. No.	Name	Status in Committee
1.	Mr. Ammin U. Rajqotwala	Chairman
2.	Ms. Nanette Dâsa	Member
3.	Mr. Kurian Chandy (upto 21^st May, 2024)	Member

Stake Holders Relationship Committee:
Sr. No.	Name	Status in Committee
1.	Mr. Ammin U. Rajqotwala	Chairman
2.	Dr. Vikram V. Kamat	Member
3.	Ms. Nanette Dâsa	Member
4.	Mr. Kurian Chandy (upto 21^st May, 2024)	Member

Boardâs Sub-Committee:
	Sr. No.	Name	Status in Committee
	1.	Dr. Vikram V. Kamat	Chairman
	2.	Dr. Vidhi V. Kamat	Member

Allotment Committee:
	Sr. No.	Name	Status in Committee
	1.	Dr. Vikram V. Kamat	Chairman
	2.	Dr. Vidhi V. Kamat	Member

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2023-2024, 7 (Seven) meetings of the Board of Directors were held on 30^thMay, 2023, 13^th June, 2023, 20^th July, 2023, 14^th August, 2023, 9^th November, 2023, 30^th January, 2024 and 9^th February, 2024.

The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report and not repeated here. The intervening time gap between two consecutive Meetings of the Board was within the limit prescribed under the Companies Act, 2013, i.e., the same was not exceeding 120 (One Hundred and Twenty) days.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaration from Ms. Nanette Dâsa, Mr. Ammin U. Rajqotwala and Ms. Meghna Vihang Makda Independent Directors of the Company as required under Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013; that they will abide by the provisions specified in Schedule IV to the Companies Act, 2013 and that their names are registered in the data bank as per Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. The Board has taken on record the declarations so received from Ms. Nanette Dâsa, Mr. Ammin U. Rajqotwala, and Ms. Meghna Vihang Makda.

BOARD EVALUATION

The formal evaluation of the Board as whole, Independent and Non-Independent Directors of the Company was done at the respective meetings of Independent Directors and the Board of Directors each held on 9^th February, 2024.

The performance of Ms. Nanette Dâsa, Non-Executive Independent Director was evaluated on the criteria like participation including attendance, contribution, initiative at Board/Committee

Meetings; exercise of objective independent judgment on strategy, performance; managing relationships with fellow Board members and senior management; maintenance of confidentiality and independence; adherence to the applicable code of conduct for independent directors; ethics and integrity; providing recommendations professionally as per domain knowledge.

The Non-Independent Directors were evaluated at a separate meeting of Independent Directors in which factors like appropriate guidance to the departmental heads of the Company, understanding of the business, financial realities, decision making, views on the governance, financial discipline and other practices, objective assessment on the plans framed by the executive team and role in formulating and overseeing the corporate strategy discharge of the duties and responsibilities entrusted, initiative with respect to various areas and for expansion, expertise towards the operational, strategy and statutory affairs, risk management and mitigation, commitment and maintaining desirable/ approachable relationship with Board, management team, regulators, bankers, industry representatives and other stakeholders, integrity and to ensure the financial compliances and working of the Company were assessed.

Factors like Board structure/ composition with experience, qualifications and a proper mix of competencies to conduct its affairs effectively, diversity in terms of gender/background/ competence/experience and interaction of Committee with the Board, approach of Board toward unforeseen situation, frequency of meeting, agenda, logistics, relevant information, time allotted, discussion and decision on agenda items, inputs from the Board members, circulation of minutes and incorporation of suggestion thereon, communication with the management team, company employees and others, helpful feedback to management on its requirements, monitoring of policies, transparency and quality, quantity, and timeliness of the information provided, risk management, emphasis on corporate governance, initiatives taken to ensure regulatory compliances were considered for evaluation of the Board.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company constantly endeavours to familiarize its Independent Directors on the functioning of the Company, so that they are aware of the functions of the Company and their expertise can be utilized for the betterment of the Company. In this view the Company has conducted Familiarization Programmes to familiarize the Independent Directors of the Company. Details of the same are disclosed on the website of the Company and the web link of the same is https://www.kamatsindia.com/policy-kamats-re staurant.

NOMINATION AND REMUNERATION POLICY

In terms of Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has a Nomination and Remuneration Policy on Directorâs and Senior Management Employeeâs appointment and remuneration including criteria for determining their qualifications, positive attributes, independence and other prescribed matters in place. The Remuneration Policy of the Company is divided into the following headings and the entire policy is available on the website of the Company https://www.kamatsindia.com/policy-kamats-restaurant;

â¢ Introduction

â¢ Objective and Purpose of the Policy

â¢ Effective date

â¢ Definitions

â¢ Applicability

â¢ General

â¢ Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee

â¢ Policy for appointment and removal of Director, KMP and senior management:

- Appointment Criteria and Qualifications

- Term / Tenure

- Evaluation

- Removal

- Retirement

â¢ Policy relating to the remuneration for the Whole-time Director, KMP and senior management personnel

- General

- Remuneration to Whole-Time/ Executive/ Managing Director, KMP and Senior Management Personnel

- Remuneration to Non- Executive/ Independent Director.

Currently, no compensation is paid to the Non-Executive Directors of the Company except for the sitting fees as per provisions of Companies Act, 2013.

ANNUAL RETURN

As per Section 92 of the Companies Act, 2013, the copy of annual return is available on the website of the Company https://www.kamatsindia.com/annual-return-kamats-restaurant.

COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a duly constituted Internal Complaints Committee as required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

During the year under review, no instance of compliant or report under the said Act was registered in any of the units including the head office of the Company. A report of Internal Complaints Committee has been submitted to respective District Officer(s)/appropriate authority(ies) as required under the aforesaid Act.

VIGIL MECHANISM

The Company has established a Vigil Mechanism for directors and employees to report genuine concerns. The vigil mechanism provides for adequate safeguards against victimization of person who use Vigil Mechanism and also provide for direct access to the Chairperson of the Audit Committee.

The details of Vigil Mechanism are displayed on the website of the Company https://www.kamatsindia.com/policy-kamats-restaurant

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013

Following are the particulars of loans, guarantees and investments under Section 186 of the Companies, Act, 2013 of the Company:

(A) Loans and Guarantees provided: - No loans or Guarantees were given during the year under review.

(B) Investments made:

Nature of Investments

Opening

Balance

Amount Invested during the year

Amount

Redeemed

Re-measurement

Closing

Balance

Mutual Funds, equity shares, Bonds and Fixed Deposits with Banks

527.24

614.80

468.09

7.92

681.87

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY REFERRED TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The particulars of Contract or arrangement in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed to this Board Report as Annexure âAâ. There are no loans and advances in the nature of loans from or to the holding company. The details of other loans and advances are mentioned in notes to accounts and are not repeated here.

PARTICULARS OF EMPLOYEES

There was no employee who was employed throughout the year or part thereof and in receipt of remuneration aggregating to Rs. 102.00 Lakhs p.a. or more or who was employed for part of the year and in receipt of remuneration aggregating to Rs. 8.50 Lakhs p.m. or more.

PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The details related to employees and their remuneration as required under Section 197(12) and Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned in Annexure âBâ to this report.

DIRECTORSâ RESPONSIBILITY STATEMENT

As required by Section 134 (5) of the Companies Act, 2013 the Directors hereby confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. That the selected accounting policies were applied consistently and the Directors 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 at 31st March, 2024 and of the profit and loss of the Company for the financial year ended on that date.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of the Directors'' knowledge and ability.

4. That the annual accounts have been prepared on a going concern basis.

5. That internal financial controls have been laid down, and are followed by the Company and the said internal financial controls are adequate and are operating effectively and;

6. That proper system have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

7. That during the year 2023-2024, the Company has complied with the Secretarial Standard as amended and applicable to the Company.

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

(A) Conservation of energy-
(i)	the steps taken or impact on conservation of energy;	The Company continued energy conservation efforts during the year. It has closely monitored power consumption and running hours on day-to-day basis, thus resulting in optimum utilization of energy.
(ii)	the steps taken by the company for utilizing alternate sources of energy;	NIL
(iii)	the capital investment on energy conservation equipment.	NIL

(B) Technology absorption-
(i)	the efforts made towards technology absorption;	The activities of the Company at present do not involve technology absorption and research and development.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NIL
(iv)	the expenditure incurred on Research and Development.	NIL

(C) Foreign exchange earnings and outgo-
The Foreign Exchange earned in terms of actual inflows during the year;	NIL (Previous year - NIL)
The Foreign Exchange outgo during the year in terms of actual outflows.	NIL (Previous year - NIL)

DISCLOSURES WITH	RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED
SUSPENSE ACCOUNT
Aggregate number of shareholders and the outstanding shares in the suspense account	Number of shareholders who approached listed entity for transfer of shares	Number of shareholders to whom shares were transferred from	Aggregate number of shareholders and the outstanding shares in the suspense account

lying at the beginning of the year	from suspense account during the year	suspense account during the year	lying at the end of the year
NIL	NIL	NIL	NIL

Declaration that the voting rights on shares in the suspense account shall remain frozen till the rightful owner of such shares claims the shares - Not Applicable

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure âCâ of this Boardâs Report.

STATUTORY AUDITOR

M/s. Chaturvedi Sohan & Co., Chartered Accountants, Mumbai (FRN: 118424W) were appointed as Statutory Auditors of your Company at the 15 th Annual General Meeting held on 26th August, 2022 for a term of five consecutive years and as such they continue to hold the office.

COST RECORDS AND AUDIT

The provisions relating to maintaining of cost record and to conduct cost audit are not applicable to the Company.

SECRETARIAL AUDITOR

M/s. Pooja Sawarkar and Associates, Practicing Company Secretary, Mumbai was appointed as the Secretarial Auditor of the Company for Financial Year 2023-2024. In terms of Section 204(1) of the Companies Act, 2013, a Secretarial Audit Report is annexed as Annexure âDâ of this Boardâs Report.

RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS AND DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS

There are no qualifications, reservations, adverse remarks, disclaimers or any fraud reported by the Statutory Auditors in their report on Financial Statements for the Financial Year 2023-24.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in the Secretarial Audit Report for the Financial Year 2023-24.

INDIAN ACCOUNTING STANDARD (IND AS)

The Company has adopted Indian Accounting Standards (âIND ASâ) from April 01, 2022 with a transition date of April 01, 2021. Accordingly, the financial statement for the year 2023-24 has been prepared in accordance with IND AS, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other recognised accounting practices and policies to the extent applicable.

CORPORATE GOVERNANCE

governance is annexed as Annexure âEâ. M/s Pooja Sawarkar and Associates, Practising Company Secretaries, have certified that the Company is in compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and the Compliance Certificate is annexed to the Report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding Constitution of Corporate Social Responsibility (CSR) Committee and spending of at least 2% of average net profit are not applicable to the Company.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

There is no money in the unpaid dividend account which remained unclaimed or unpaid for a period of seven years from date of transfer of such amount to the unpaid dividend account and the Company was not required to transfer any such amount to Investor Education and Protection Fund.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 AND SETTLEMENTS

During the year under review, no application was made or any proceeding was pending by or against the Company under the Insolvency and Bankruptcy Code, 2016.

The repayment of the loan availed from Bank or Financial Institution by the Company are as per repayment schedule. Hence, question of one time settlement and difference between valuation done at the time of one time settlement and valuation while taking loan from Bank/Financial Institution does not arise.

EMPLOYEE RELATIONS

The relations of the management with staff and workers remained cordial during the entire financial year.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the sincere and whole hearted co-operation extended by all concerned, particularly Companyâs bankers, Bombay Stock Exchange Limited, the Government of Maharashtra, the Central Government, suppliers, clientele and the staff of the Company and look forward to their continued support. The Directors also thank the members for continuing their support and confidence in the Company and its management.

Mar 31, 2016

The Directors are pleased to present the 9th Annual Report together with the Audited Financial Statement of the Company for the year ended 31st March, 2016.

FINANCIAL SUMMARY

The financial summary for the year under review is as below:

(Amount in Rupees)

Particulars Year ended March 31, 2016 Year ended March 31, 2015

Total Income 4,41,31,991 2,59,07,461

Profit Before Interest, Depreciation & Taxation 67,16,500 18,51,258

Less: Interest and Finance Charges (net) 4,888 13,920

Less: Depreciation 2,81,523 1,88,447

Profit Before Tax 64,30,089 16,48,891

Less: Provision for current tax 19,10,000 6,10,000

Add / (Less) : Deferred tax (1,04,943) 55,843

Profit After Tax 44,15,146 10,94,734

Less: Proposed Dividend / Interim Dividend including tax on dividend 40,28,973 3,60,761

Add / (Less) : Surplus Brought Forward from previous year 11,06,635 3,72,662

Transfer to reserves NIL NIL

Balance carried over to Balance Sheet 14,92,808 11,06,635

STATE OF THE COMPANY''S AFFAIRS

During the year under review, your Company registered turnover of Rs. 3,86,03,844/- as compared to Rs. 2,44,56,416/- in the previous year i.e. increase of around 57.85% over the previous year. Further, the Company has earned profit before tax of Rs. 64,30,089/-as compared to Rs. 16,48,891/- in the previous year i.e. increase of around 289.96% over the previous year.

The Company is operating in restaurant sector. The emphasis of restaurant is mainly on hygienically prepared fresh vegetarian food, quick service and value for money to the customers. Various training programs and tools to impart the knowledge necessary to operate restaurants with highest standards are developed and provided. One of our key program is Sadhak Chalak Malak, where we develop owners out of our own staff, by first training them to become managers. The restaurants operate in formats like dining and highway, Khao-Jao, Mall and food court.

During the year under review, the Company has opened, under lease arrangement one outlet located at Kalyan. The Company has also granted the Franchise of the Trade Mark "VITHAL KAMATS" to 23 new outlets located in the states of Maharashtra, Gujarat and Madhya Pradesh. With these outlets, the total number of restaurants operated by the Company under franchisee has increased to 40 outlets. The total number of outlets as on 31st March, 2016 are 42. (There were 27 outlets as on 31st March, 2015) i.e. a growth of 55.56% in number of restaurant outlets as compared to last year. Further, Company has received several applications and is considering applications from 25 parties for granting franchise right, which are at different stages. The working of the Company''s restaurant business is encouraging. In view of in significant contributions, 6 units of the Company were closed during the year 2015-16.

During the year under review, there has been no change in the nature of the business of the Company. Further, there were no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

RISK MANAGEMENT AND INTERNAL CONTROL

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner.

The Company at regular intervals monitors the financial, operational, legal risk to the Company through procedures like audit, inspections etc. There is no risk, which in the opinion of the Board may threaten the existence of the Company.

The internal financial controls are adequate and are monitored at regular intervals.

DIVIDEND

The Company had paid Interim Dividend of Rs. 0.75/- per share (7.5%) to the members as on 28th December, 2015. Your Directors are pleased to recommended final dividend of Rs. 0.25 per share (2.5%) for the financial year ended on 31st March, 2016.

The total dividend for the financial year 2015-16 will be Re. 1.00/- per share.

CONVERSION OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED

The members of the Company at the extra-ordinary general meeting held on 7th October, 2015 passed a special resolution for conversion of the Company from private limited company to public limited company. Subsequently, the Registrar of Companies, Maharashtra, Mumbai issued a fresh certificate of incorporation dated 23rd November, 2015 certifying the conversion of Company into public limited company and that the name of the Company was changed from ''Vidli Restaurants Private Limited'' to ''Vidli Restaurants Limited''.

SHIFTING OF REGISTERED OFFICE ADDRESS

In order to meet the space requirement and keeping in view the expanded business operations, the registered office address of the Company was shifted from C-1502, RNA Azzure, Prajakta CHS, Kher Nagar, Bandra (East) Mumbai 400051 to Office No. 26, Building-1, Ajay Mittal Industrial Premises Limited, Marol, Andheri (East), Mumbai 400059 w.e.f 7th December, 2015.

INITIAL PUBLIC OFFER

The authorised share capital of the Company was increased on 7th October, 2015 from Rs. 4,00,00,000/- (Rupees Four Crores Only) to Rs. 5,00,00,000/- (Rupees Five Crores Only) to issue equity shares in the capital of the Company under Initial Public Offer (Issue) to meet the business needs of the Company. The Issue of the Company was closed on 5th February, 2016 which received an overwhelming response from retail as well as non-retail investors. The Issue was subscribed 6.82 times which was first in history. The Issue was over subscribed and the basis of allotment was finalized in consultation with the Bombay Stock Exchange Limited on February 10, 2016. The Company allotted fully paid up 13,10,000 equity shares of Rs. 10/- each at par on 11th February, 2016 to the eligible applicants. The Equity Shares of the Company were listed and admitted to dealings on the Small and Medium Enterprise Platform of Bombay Stock Exchange Limited with effect from 15th February, 2016.

CHANGE IN CAPITAL STRUCTURE OF THE COMPANY

Subsequent to the aforesaid corporate actions, the authorized share capital of the Company as on date is Rs. 5,00,00,000/- (Rupees Five Crores Only) divided into 50,00,000 Equity shares of Rs.10/- each and issued, subscribed and paid-up capital of the Company is Rs. 4,33,00,000/- (Rupees Four Crores and Thirty Three Lakhs Only) divided in to 43,30,000 Equity shares of Rs.10/- each.

USE OF PROCEEDS

The proceeds from the Issue of the Company vide prospectus dated 28th January, 2016 have been utilized / are in process of utilization for the purpose for which they were raised and there is no deviation in the utilization of proceeds.

DEPOSITS

There was no deposit accepted by the Company within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made there under at the beginning of the year. The Company has not invited or accepted deposit during the year and there was no deposit which remained unpaid or unclaimed at the end of the year.

SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

As on 31st March, 2016, the Company did not have any subsidiaries / joint ventures companies.

The Company has one associate company viz: Idlinow Eventure (India) Limited.

As per Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on the performance and financial position of the associate included in the consolidated financial statement is provided in Form AOC-1 annexed to the Financial Statement of the Company and not repeated here.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Arun Jain was appointed as an Additional Director by the Board of Directors pursuant to Section 161 of the Companies Act, 2013 to hold the office of Non-Executive Independent Director of the Company w.e.f 24th October, 2015 until the date of 9th Annual General Meeting. Mr. Arun Jain is proposed to be appointed as Non-Executive Independent Director at 9th annual general meeting. A brief profile of Mr. Arun Jain, Director of the Company is given in Annexure II to the Notice of 9th Annual General Meeting.

Ms. Vidhi V. Kamat was re-designated as the Managing Director of the Company by the Board of Directors and the members of the Company for a period of five years w.e.f 7th October, 2015. As per Section 152(6) of the Companies Act, 2013, Ms. Vidhi V. Kamat retires by rotation and being eligible offers herself for re-appointment as the Managing Director of the Company.

Further, Mr. Ramnath Pradeep was designated as the Chairman of the Company w.e.f 28th December, 2015.

During the year, Ms. Payal Barai and Mr. Ravindra Shinde were appointed as the Company Secretary and Chief Financial Officer of the Company respectively w.e.f 28th December, 2015.

Mr. Babu A. Devadiga and Mr. Gopalkrishna N. Shenoy ceased to be Directors of the Company with effect from 20th November, 2015 and 25th December, 2015 respectively. The Board of Directors placed on record its thanks for their association with the Company.

COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF

Board of Directors:

Sr. No. Name Nature of Directorship

1 Mr. Ramnath Pradeep Chairman and Independent Director

2 Ms. Vidhi V. Kamat Managing Director

3 Mr. Vaibhav Rathi Independent Director

4 Mr. Arun Jain Independent Director

Audit Committee:

Sr. No. Name Status in Committee

1 Mr. Ramnath Pradeep Chairman

2 Ms. Vidhi V. Kamat Member

3 Mr. Vaibhav Rathi Member

4 Mr. Arun Jain Member

Nomination And Remuneration Committee:

Sr. No. Name Status in Committee

1 Mr. Arun Jain Chairman

2 Mr. Vaibhav Rathi Member

3 Mr. Ramnath Pradeep Member

Stake Holders Relationship Committee:

Sr. No. Name Status in Committee

1 Mr. Arun Jain Chairman

2 Mr. Vaibhav Rathi Member

3 Ms. Vidhi V. Kamat Member

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2015-16, 8 meetings of the Board of Directors were held.

DECLARATION BY INDEPENDENT DIRECTOR

Mr. Vaibhav Rathi, Mr. Arun Jain and Mr. Ramnath Pradeep, Independent Directors of the Company have given their respective declaration as required under Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and that they abide by the provisions specified in Schedule IV to the Companies Act, 2013. The Board has, taken on record the declarations received from Mr. Vaibhav Rathi, Mr. Arun Jain and Mr. Ramnath Pradeep.

EVALUATION

The formal evaluation of Board as whole and Non-Independent Director of the Company and of the Independent Directors of the Company was done at the respective meetings of Independent Director and Board of Directors each held on 26th March, 2016.

The criteria on which Independent Directors were evaluated was, inter alia, attendance and participation in Board Meetings / Committee Meetings / General Meetings, opinion, judgment, estimate provided on key agenda items, exercise of objective independent judgment on strategy, performance, risk management etc. in the best interest of Company, confirmation of adequacy of internal control on financial reporting, maintenance of confidentiality of information of the Company obtained in capacity of Independent Director, initiative to maintain integrity, ethics and professional conduct, initiative to check conflict of interest and maintenance of independence, adherence to the applicable code of conduct for independent directors, managing relationships with fellow Board members and senior management.

The criteria on which Non-Independent Director of the Company were evaluated were inter alia, attendance and participation in Board Meetings / Committee Meetings / General Meetings, knowledge of sector where company operates, various directions provided in key decision making of the Company, understanding key risk for the Company and avoidance of risk while executing functional duties, successful negotiations / deals, smooth functioning of business / internal operation, initiative to maintain corporate culture and moral values, commitment, dedication of time, leadership quality, attitude, initiatives and responsibility undertaken, decision making, achievements.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The Company has conducted Familiarization Programme to acquaint the Independent Directors of the Company inter alia, about the nature of the industry in which the Company operates, business model of the Company, roles, rights, responsibilities of independent directors.

NOMINATION AND REMUNERATION POLICY

In terms of Section 178(3) of the Companies Act, 2013 and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a policy on Director''s, Key Managerial Personnel and Senior Management Employee''s appointment and remuneration including criteria for determining their qualifications, positive attributes, independence and other prescribed matters was formulated and recommended by the Nomination and Remuneration Committee and adopted by the Board of Directors at their respective meetings held on 28th December, 2015. The said policy is annexed as Annexure ''A'' to the Board''s Report. The said policy is also posted on the website of the Company www.kamatsrestaurants.com. Currently, no compensation is paid to the Non- Executive Directors of the Company except for the sitting fees as per provisions of Companies Act, 2013.

COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted Internal Complaints Committee under and as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no instance of compliant or report under the said Act was registered in any of the units of the Company.

VIGIL MECHANISM

The Company has established a Vigil Mechanism for directors and employees to report genuine concerns. The vigil mechanism provide for adequate safeguards against victimization of person who use Vigil Mechanism and also provide for direct access to the Chairman of the Audit Committee.

The details of Vigil Mechanism is displayed on the website of the Company www.kamatsrestaurants.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Following are the particulars of loans, guarantees and investments under Section 186 of the Companies, Act, 2013 of the Company:

(A) Loans provided:

(Amount in Rs.)

Sr. Name Opening Balance Amount of Loans Given Amount Of Closing Balance No. During The Year Repayment

1 Kamat Holiday Resorts 96,15,000 2,34,50,000 0 3,30,65,000 (Silvassa) Limited

(B) Guarantees:

No Guarantees were given during the year under review.

(C) Investments made:

(Amount in Rs.)

Nature of Investments Opening Balance Amount Invested Amount Redeemed Closing Balance during the year

Mutual Funds, Bonds and Fixed 3,21,02,809 6,93,49,000 7,72,44,175 2,51,34,000 Deposits with Banks

PARTICIULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY REFERRED TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The particulars of Contract or Arrangement in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014) is annexed to this Board Report as Annexure ''B''. The Company do not have any holding or subsidiary company hence disclosure under A of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

PARTICULARS OF EMPLOYEES

There was no employee who was employed throughout the year or part thereof and in receipt of remuneration aggregating to Rs. 60,00,000/- p.a. or more or who was employed for part of the year and in receipt of remuneration aggregating to Rs.5,00,000/- p.m. or more.

PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The details related to employees and their remuneration as required under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned in Annexure ''C'' to this Board''s Report. Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as no employee falls under the threshold provided therein.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. That the selected accounting policies were applied consistently and the Directors 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 31st March, 2016 and of the profit of the Company for the financial year ended on that date.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of the Directors'' knowledge and ability.

4. That the annual accounts have been prepared on a going concern basis.

5. That Internal Financial Controls have been laid down and are followed by the Company and the said Internal Financial Controls are adequate and are operating effectively and;

6. That proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

CONSERVATION OF ENERY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of energy-

(i) the steps taken or impact on conservation of energy;

The Company continued energy conservation efforts during the year. It has closely monitored power consumption and running hours on day-to-day basis, thus resulting in optimum utilization of energy.

(ii) the steps taken by the company for utilizing alternate sources of energy;

NIL

(iii) the capital investment on energy conservation equipment;

NIL

(B) Technology absorption-

(i) the efforts made towards technology absorption;

The activities of the Company at present do not involve technology absorption and research and development.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

NIL

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

NIL

(iv) the expenditure incurred on Research and Development.

NIL

(C) Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year: NIL

the Foreign Exchange outgo during the year in terms of actual outflows: NIL

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Aggregate number of Number of shareholders who Number of shareholders to Aggregate number of shareholders and the outstanding approached listed entity for whom shares were transferred shareholders and the outstanding shares in the suspense account transfer of shares from suspense from suspense account during shares in the suspense account lying at the beginning of the year account during the year the year lying at the end of the year

NIL NIL NIL NIL

Declaration that the voting rights on shares in the suspense account shall remain frozen till the rightful owner of such shares claims the shares Â Not Applicable

EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return in Form MGT-9 as required under Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed to this Board''s Report as Annexure ''D''.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure ''E''of Board''s Report.

STATUTORY AUDITOR

M/s. VBG & Co, Chartered Accountants who were appointed as the Statutory Auditors of the Company, resigned from the office of statutory auditors as they do not fulfill the condition of peer review as per Regulation 33(1)(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

To fill the casual vacancy caused by resignation of the statutory auditor, the Board of Directors of the Company appointed M/s. P.D. Saraf & Co. Chartered Accountants, Mumbai as the Statutory Auditors of the Company for the Financial Year 2015-16 pursuant to Section 139(8) of the Companies Act, 2013. The approval of members for the said appointment is proposed in this meeting.

M/s. P.D. Saraf & Co., Chartered Accountants, Mumbai holds the office until the conclusion of the 9th Annual General Meeting and being eligible offers themselves for appointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The Directors recommend their appointment as the Statutory Auditors for a period of fve years from the conclusion of this Annual General Meeting on remuneration to be decided by the Board of Directors of the Company. Their appointment, if required, shall be ratified at every annual general meeting.

SECRETARIAL AUDITOR

M/s. Pooja Sawarkar and Associates, Practicing Company Secretaries, Mumbai was appointed as the Secretarial Auditor of the Company for Financial Year 2015-16.

In terms of Section 204 (1) of the Companies Act, 2013, a Secretarial Audit Report is annexed as Annexure ''F'' of Board''s Report.

CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no corporate governance report is disclosed in this Annual Report. It is pertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135(1) and 135(5) of the Companies Act, 2013 regarding constitution of Corporate Social Responsibility (CSR) Committee and spending of at least 2% of average net profit are not applicable to the Company.

EMPLOYEE RELATIONS

The relations of the management with staff and workers remained cordial during the entire year.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the sincere and whole hearted co-operation extended by all concerned, particularly Company''s bankers, Bombay Stock Exchange Limited, the Government of Maharashtra, the Central Government, suppliers, clientele and the staff of the Company and look forward to their continued support. The Directors also thank the members for continuing their support and confidence in the Company and its management.

On Behalf Of The Board Of Directors

Vidli Restaurants Limited

Ramnath Pradeep Vidhi V.Kamat

Chairman and Independent Director Managing Director

DIN:02608230 DIN:07038524

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article