Your Directors' present the 44^th Annual Report on the business and
operations of your Company, together with the audited accounts for the
year ended 31^st March, 2025.

1. Financial Performance

The financial performance of the Company during the year under
review is summarized below:

' Lakhs

During the financial year (“FY”) 2024-25, your Company has
achieved a turnover of ' 20,331.09 Lakhs as against ' 19,909.45
Lakhs in previous Year. Net profit after tax of the Company has
increased to ' 2,612.49 Lakhs as compared to previous year's net
profit after tax of ' 2,380.29 Lakhs which is an increase of approx.
9.76 % over the previous year.

There has been no fundamental change in the nature of business
of the Company during the year ended 31^st March, 2025.

!. Share Capital

During the year, the Company has not issued or allotted any
securities. The issued and paid-up share capital of the Company
as on 31^st March, 2025 stands at ' 131,85,19,798/- (Rupees one
hundred thirty one crores eighty five lakhs nineteen thousand
seven hundred ninety eight only) divided into 65,92,59,899 (sixty
five crores ninety two lakhs fifty nine thousand eight hundred

ninety nine) Equity Shares of face value of ' 2/- (Rupees two
only) each.

3. Dividend

Your directors do not recommend any dividend for the year ended
31^st March, 2025.

4. Transfer to reserves

The Board of Directors have decided to retain the entire amount
of profit for FY 2024-25 appearing in the Statement of Profit and
Loss.

5. Material Changes and Commitments affecting Financial
Position of the Company having occurred since the end of
the year and till the date of this report

No material changes and commitments affecting the financial
position of the Company have occurred between the end of the
year i.e. 31^st March, 2025 and date of this Directors' Report.

6. Management Discussion and Analysis

A detailed review of the operations, performance and future
outlook of the Company and its businesses is given in the
Management Discussion and Analysis, which forms part of this
Annual Report.

7. Litigations against the Company

7.1 Litigation on the transaction with Brookfield for sale of
Undertakings

7.1.1 ITC Limited and its subsidiary Russell Credit Limited, members
of the Company holding then 8.72% (at present 8.10%) of the
equity share capital, had filed a petition under Section 241 of the
Companies Act, 2013 on 22^nd April, 2019 against the Company,
for oppression and mismanagement along with two applications
for urgent hearing and for waiver of the requirement of minimum
threshold of 10% shareholding in relation to the transaction with
BSREP III India Ballet Pte. Ltd. or its affiliates (“Brookfield”) for sale
of hotel undertakings before the NCLT in May 2019. After hearing
both the parties, the Ld. Tribunal allowed the Waiver Application
of ITC Limited & ANR. vide their order dated 24^th January, 2024.
Company and its Promoters viz. Mr. Vivek Nair & Mr. Dinesh Nair
have filed separate Appeals before NCLAT, Delhi challenging the
order dated 24^th January, 2024 of NCLT, Mumbai. The matter is
being heard at NCLAT, Delhi.

7.1.2 Two minority members i.e. ITC Limited and Life Insurance
Corporation of India (LIC) had filed complaint with Securities and
Exchange Board of India (SEBI) against the aforesaid transaction
with Brookfield, alleging violation of the provisions related to
related party transactions and oppression and mismanagement
by the majority members against minority members. Later LIC
withdrew from contesting this case. On 23^rd July, 2019, SEBI
passed its detailed, reasoned and speaking order in the matter of
“Complaints Filed by Minority Shareholder of Hotel Leela Venture
Limited”.

Aggrieved by the aforesaid Impugned Order, ITC filed an
appeal before the Hon'ble Securities Appellate Tribunal (“SAT”)
challenging the findings in the Order.

On 14^th August, 2019, ITC sought interim relief in the nature of
a direction from the Hon'ble SAT that till the Appeal is finally
heard, the Promoters of the Company and JM Financial Asset
Reconstruction Company Limited should be restrained from
voting in respect of the proposed sale of the Undertakings, failing
which the captioned Appeal would be rendered infructuous.
The Hon'ble SAT did not find it proper to grant a stay with
respect to the Postal Ballot Notice and / or the voting process.
The final judgement of the Hon'ble SAT was pronounced on
26^th September 2019, wherein the appeal of ITC was rejected.
Subsequently, ITC filed a statutory appeal in the Supreme Court
of India and reply has been filed by all the respondents. The
matter will be listed in due course of time before the Supreme
Court of India.

7.2 Litigations with Airports Authority of India

There are some ongoing disputes regarding the exorbitant
demand of lease rentals and royalty in the form of Minimum
Guaranteed Amount with Airports Authority of India (AAI) [as
referred in the Lease Deed executed between the Company and
AAI] which is in relation to the Mumbai Hotel land, admeasuring

18.000 sq. meters and the adjacent land of 11,000 sq. meters. The
Company had earlier initiated proceedings for appointment of an
Arbitrator in the High Court of Bombay in 2017. AAI simultaneously
initiated Eviction Proceedings against the Company before the
Eviction Officer at Mumbai. However, there is a stay to the Eviction
Proceedings, as granted by the Bombay High Court that continues
to operate till date. The arbitration application and appeals filed
by the Company in respect of 18,000 sq. meters and 11,000 sq.
meters land have been heard by the Bombay High Court on
20^th February, 2025 and the judgement is reserved for orders.
There are few litigations in regard to the subject matter that are
pending in the Bombay High Court and the Hon'ble Supreme
Court. The cases will be taken up in due course of time.

The above disputes were parallelly referred to the Settlement
Advisory Committee duly constituted by the Board of AAI
since 2019. The Company in the various meetings held with
them, put forth their submissions against the demand raised
by them arbitrarily and requested for the renewal of lease for
further period. The Company has received an offer letter dated
1^st December, 2023 from AAI for the renewal of lease of land for

18.000 sq. meters subject to certain terms and conditions for
which Company has made representation. The Company is now
awaiting response from AAI for concluding settlement discussion.

7.3 Litigations on the Company’s land in Hyderabad

The Company had entered into an MOU on 9^th April, 2014, with
PBSAMP Projects Private Limited (PBSAMP) for sale of land
owned by the Company in Hyderabad admeasuring 3 acres and
28 guntas for a consideration of ' 85 crores. As per the MOU,
the Company had agreed to settle all pending litigations on the
land and obtain permission under the Urban Land Ceiling Act for
change in land usage from hotel to residential and for permission
to alienate the land within 180 days from the date of MOU. As per
the MOU, PBSAMP had advanced ' 15.5 crores to the Company
and the Company settled two claims out of this amount. However,
the Company could not settle remaining claims and could not
get permission from the State Government under the Urban Land
Ceiling Act for change in land usage and to alienate the land.

There were only two suits pending in the Hyderabad City Civil
Court against the Company, wherein the certain individuals are
claiming to be the owners of certain portion of the aforesaid land.

PBSAMP terminated the MOU on completion of 180 days from the
date of MOU and demanded refund of ' 15.5 crores together with
interest @ 21% per annum. Since the Company could not make
payment, they initiated legal proceedings against the Company
and secured an arbitral award in their favour. As per the arbitral
award dated 8^th September, 2019 an amount of ' 35 Crores
inclusive of interest needed to be paid to the Claimant within 90
days of the award. The Company filed an appeal under Section
34 of the Arbitration and Conciliation Act, 1996 against the said
impugned award before City Civil Court at Hyderabad which was
dismissed. PBSAMP filed an Execution Petition before the City
Civil Court, Hyderabad for execution of the said arbitral award.
The Company has paid an amount of ' 44,42,05,254/-, including
the outstanding interest, to PBSAMP The matter was decided by
the City Civil (Executing) Court in Hyderabad vide its order dated
2^nd November, 2023 that was passed in favour of the Company
against which, a Civil Revision Petition was preferred by PBSAMP
against the Company before the High Court of Telangana. The
matter was then remanded to the City Civil (Executing) Court in
Hyderabad vide its order dated 22^nd April, 2024, against which,
the Company has currently preferred a Special Leave Petition in
the Supreme Court of India, challenging the merits of the order
dated 22^nd April, 2024, passed by the High Court of Telangana.
The Special Leave Petition filed by the Company is currently
pending before the Hon'ble Supreme Court of India for judicial
consideration.

Meanwhile, the Company had sold the aforesaid land at
Hyderabad in January, 2024 for a total consideration of
' 84,42,05,254/- by executing the “Agreement of Sale-Cum-
Irrevocable General Power of Attorney” in favour of M/s. Sri
Venkateswara Constructions represented by Sri Kadiyala Subba
Rao, its Managing Partner on “as is where is basis” along with the
condition stipulated in the Agreement of Sale for taking over the
liabilities in all the pending litigations filed against the Company
and all rival claims of diverse parties in respect of the said Land.
The said consideration includes an amount of ' 44,42,05,254/-
already paid by the purchaser towards the settlement of the claim
of PBSAMP on the said land which in respect of discharge of the
Company's liability towards PBSAMP as per the Arbitral Award
dated 8^th September, 2019.

8. Details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern
status and the Company’s operations in future

No significant and material orders have been passed by the
regulators or courts or tribunals impacting the going concern
status and the Company's operations in future. However, attention
of the Members is drawn to the legal proceedings pending against
the Company as mentioned at Para No. 7 of this Board Report.

9. Directors and Key Managerial Personnel (KMP)

9.1 Directors

As on the date of this Report, the Company has Nine (9) Directors
consisting of Five (5) Independent Directors, Two (2) Executive
Directors and Two (2) Non-Executive Directors.

9.1.1 Appointment of Directors

The Board of Directors on the recommendation of Nomination
and Remuneration Committee at their meeting held on 22^nd
May, 2025 have re-appointed Mr. Vivek Nair (DIN: 00005870)
as the Chairman and Managing Director and Mr. Dinesh Nair
(DIN: 00006609) as the Co-Chairman and Managing Director of
the Company for a period of five years respectively commencing
from 3^rd October, 2025 upto 2^nd October, 2030 not liable to retire
by rotation subject to approval of the Members of the Company
at the ensuing Annual General Meeting.

The necessary resolutions for their re-appointment forms part of
the Notice convening the ensuing Annual General Meeting.

9.1.2 Director retiring by rotation

Mrs. Salini Madhu Nair (DIN: 00011223) is liable to retire by
rotation at the ensuing Annual General Meeting and offers herself
for re-appointment.

We seek approval of members for appointment of Mrs. Salini
Madhu Nair as Non-Executive Director of the Company liable to
retire by rotation.

9.1.3 Declaration by Independent Directors and statement on
compliance of code of conduct

The Company has received necessary declarations 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 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Independent Directors
have confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with
an objective independent judgement and without any external
influence. The Independent Directors have also confirmed that
they have complied with the Code for Independent Directors
prescribed in Schedule IV to the Companies Act, 2013 and
Company's “Code of Conduct for Board Members and Senior
Management Personnel”.

In the opinion of the Board, the Independent Directors fulfill the
conditions of independence specified in Section 149(6) of the Act
and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015 and there has been no change
in the circumstances affecting their status as independent
directors of the Company. All the Independent Directors possess
integrity, expertise and experience (including the proficiency). All
of the Independent Directors have registered themselves with the
data bank of Independent Directors maintained with the Indian
Institute of Corporate Affairs and passed online proficiency self¬
assessment test conducted by the Indian Institute of Corporate
Affairs in terms of Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

9.1.4 Woman Director

Your Company has complied with the provisions of Section 149
of the Companies Act, 2013 and Regulation 17 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
with respect to appointment of Woman Director. Your Company

has four Women Directors among them two are Independent
Directors, viz. Ms. Saija Nair and Ms. Niranjana Unnikrishnan.

9.2 Key Managerial Personnel (KMP)

The Company has following persons as Key Managerial Personnel
in accordance with section 203 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

10. Meetings of the Board

Regular meetings of the Board are held to discuss and decide
on various business policies, strategies and other businesses.
The schedule of the Board / Committee meetings to be held in
the forthcoming year are circulated to the Directors in advance to
enable them to plan their time schedule for effective participation
in the meetings.

During the FY 2024-25, the Board of Directors met four times i.e.
on 24^th May, 2024, 9^th August, 2024, 12^th November, 2024 and 11^th
February, 2025. Detailed information on the meetings of the Board
is included in the ‘Report on Corporate Governance', which forms
part of this Annual Report.

11. Committees of the Board

11.1 Audit Committee

The Audit Committee met four times during the year under review.
As on the date of this Report, the Committee comprises of six
Directors, i.e. five Independent Directors and one Non-Executive
Non-Independent Director as a member.

The details with respect to the composition, roles, terms of
reference, etc. of the Audit Committee are given in the ‘Report on
Corporate Governance' of the Company which forms part of this
Annual Report.

There are no recommendations of the Audit Committee which
have not been accepted by the Board.

11.2 Nomination and Remuneration Committee

The Nomination and Remuneration Committee met two times
during the year under review. As on the date of this Report,
the Committee comprises of six Directors, i.e. five Independent
Directors and one Non-Executive Non-Independent Director as
members.

The details with respect to the composition, roles, terms of
reference, etc. of the Nomination and Remuneration Committee
are given in the ‘Report on Corporate Governance' of the
Company which forms part of this Annual Report.

11.3 Stakeholders’ Relationship Committee

The Stakeholders' Relationship Committee met once during the
year under review. As on the date of this Report, the Committee
comprises of six Directors, i.e. five Independent Directors and
one Non-Executive Non-Independent Director as members.

The details with respect to the composition, roles, terms of
reference, etc. of the Committee are given in the ‘Report on
Corporate Governance' of the Company which forms part of this
Annual Report.

11.4 Risk Management Committee

The Risk Management Committee met twice during the year
under review. As on the date of this Report, the Committee
comprises of four Independent Directors, one Non-Executive
Non-Independent Director and one Senior Executive who is Chief
Financial Officer of the Company as members.

The details with respect to the composition, roles, terms of
reference, etc. of the Committee are given in the ‘Report on
Corporate Governance' of the Company which forms part of this
Annual Report.

12. Policy on Directors’ Appointment and Remuneration

The Company has formulated and adopted the “Nomination,
Appointment and Remuneration Policy” for Directors, Key
Managerial Personnel and Senior Management Personnel of
the Company in accordance with the provisions of Companies
Act, 2013 read with the Rules made there under and SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015. The said Policy of the Company, provides: (i) Criteria for
determining qualifications, positive attributes and independence
of a director, (ii) Policy on Diversity of Board of Directors, (iii) Policy
on Remuneration of the Directors, Key Managerial Personnel and
Senior Management of the Company and (iv) Succession Plan for
Board of Directors and Senior Management.

The Policy on Remuneration of the Directors, Key Managerial
Personnel and Senior Management of the Company as well as
the weblink of the same is provided in the ‘Report on Corporate
Governance'.

13. Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and
Regulation 17(10), 19(4) and Part D of Schedule II of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, a Board Evaluation Policy has been framed and approved
by the Nomination and Remuneration Committee and the Board.

The Board carried out an annual performance evaluation of its
own performance, the Independent Directors individually as well
as the evaluation of the working of the Committees of the Board.
The performance evaluation of all the Directors was carried out by
the Nomination and Remuneration Committee. The performance
evaluation of the Chairman and the Non-Independent Directors
was carried out by the Independent Directors.

The purpose of the Board evaluation is to achieve persistent and
consistent improvement in the governance of the Company at
the Board level. The Board intends to establish and follow “best

practices” in Board governance in order to fulfill its fiduciary
obligation to the Company.

The Company has in place a structured questionnaire, which has
been prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board's
functioning such as adequacy of the composition of the Board
and its Committees, Board culture, execution and performance
of specific duties, obligations and governance. The Directors
expressed their satisfaction with the evaluation process.

14. Directors’ Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies
Act, 2013, the Directors, hereby state and confirm that:

(a) in the preparation of the annual accounts for the year ending
31^st March, 2025, the applicable accounting standards
have been followed along with proper explanation relating
to material departures;

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

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

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

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

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

15. Report on Corporate Governance

A Report on Corporate Governance for the year under review, as
required under Regulation 34 read with Schedule V, Part C of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 forms part of this Annual Report.

16. Auditors

16.1 Statutory Auditors and Auditors’ Report

Pursuant to the provisions of section 139 of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules,
2014, the Members, at the 41^st Annual General Meeting of
the Company held on 24^th August, 2022, had re-appointed
M/s. N. S. Shetty & Co., Chartered Accountants (Firm Registration
No. 0110101W) as the Statutory Auditors for the second
consecutive term of five years, from the conclusion of the 41^st
Annual General Meeting till the conclusion of the 46^th Annual
General Meeting of the Company to be held in the year 2027.

The Statutory Auditors were present at the last Annual General
Meeting.

During the period under review, even though there are no audit
qualifications or adverse remarks, there are audit observations on
the financial statements. The explanation for the same has been
provided in Note No. 37.1 and 37.3 of the Financial Statements.
The said notes are self-explanatory and do not call for any further
comments.

16.2 Secretarial Auditors and Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and Rules
made thereunder, M/s. RAAM & Associates LLP! Company
Secretaries (Unique Code No. L2021MH011800) were appointed
as Secretarial Auditors of the Company to conduct the Secretarial
Audit of records and documents of the Company for FY 2024¬
25 and their report is annexed as Annexure I to this report. The
Secretarial Auditor has made certain observations in their report.
Para 7 and 20.2 of the Board's Report explains the status and
the same may also be treated as the response to the Secretarial
Auditors' observations.

16.3 Appointment of Secretarial Auditor

Pursuant to the requirements of Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Board of Directors of the Company on the recommendation
of Audit Committee approved the appointment of M/s. RAAM
& Associates LLP, Company Secretaries (Unique Code No.
L2021MH011800), a peer reviewed firm of Company Secretaries
in Practice as Secretarial Auditors of the Company for a term of
five consecutive years, commencing from FY 2025-26 up to FY
2029-30, to conduct the Secretarial Audit, subject to approval
of the members of the Company at the ensuing Annual General
Meeting. The necessary resolutions for the appointment of
M/s. RAAM & Associates LLP, Company Secretaries forms part of
the Notice convening the ensuing Annual General Meeting.

16.4 Compliance with Secretarial Standards

The Secretarial Audit Report confirms that the Company has
complied with applicable Secretarial Standards.

16.5 Reporting of Frauds by Auditors

During the year under review, no frauds have been reported by
the Auditors under Section 143(12) of the Companies Act, 2013
requiring disclosure in the Board's Report.

17. Corporate Social Responsibility (CSR)

A CSR Policy has been adopted by the Board; however, CSR
Committee has not been formed. The Board has decided to
discharge the functions of CSR Committee till the amount
required to be spent on CSR activities exceeds the limits provided
under section 135(9) of the Companies Act, 2013 for any financial
year.

The brief outline of the CSR Policy of the Company and the
initiatives undertaken by the Company on CSR activities during
the year under review are set out in Annexure II of this report
in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.

The CSR Policy is available on the website of the Company at
https://www.hlvltd.com/assets/investors relations/Policy%20
on%20Corporate%20Social%20Responsibility.pdf

18. Whistle Blower Policy / Vigil Mechanism

The Company has a Whistle Blower Policy / Vigil Mechanism
for directors and employees to report genuine concerns or
grievances. The details of which are available in ‘Report on
Corporate Governance' forming part of this Annual Report.

19. Risk Management

The Board of Directors of the Company has formed a Risk
Management Committee to frame, implement and monitor the risk
management plan and policy for the Company. The Committee is
responsible to ensure that appropriate methodology, processes
and systems are in place to monitor and evaluate risks associated
with the business of the Company and to monitor and oversee
implementation of the risk management policy, including
evaluating the adequacy of risk management systems. The
Audit Committee has additional oversight in the area of financial
risks and controls. The major risks identified by the businesses
and functions are systematically addressed through mitigating
actions on a continuing basis.

The Risk Management Policy of the Company includes a
framework for identification of internal and external risks
specifically faced by the Company, in particular including
financial, operational, sectoral, sustainability, information, cyber
security risks or any other risk as may be determined by the
Committee, measures for risk mitigation including systems and
processes for internal control of identified risks and business
continuity plan.

The development & implementation of risk management policy
has been caused in the Management Discussion and Analysis
which forms a part of the Annual Report.

20. Contracts or Arrangements with Related Parties

20.1 All Related Party Transactions entered during the year were in the
ordinary course of business and on arm's length basis except the
transaction with Leela Lace Holdings Private Limited, a promoter
group company for renewal of Leave and License Agreement
for Admin Building. The said transaction was not in the ordinary
course of business but at arm's length basis and neither crossed
the threshold limits provided under Rule 15 (3) (iii) of Companies
(Meetings of Board and its Powers) Rules, 2014 nor material
under regulation 23 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The transaction is approved
by the Audit Committee and Board. Details of the transaction
pursuant to Section 134(3)(h) of the Companies Act, 2013 in form
AOC-2 is attached as Annexure III forming part of this Report.

20.2 All the Related Party Transactions were placed before the
Audit Committee for prior approval except the appointment of
Ms. Anisha Rajani (daughter of Mr. Ashok Rajani, Independent
Director), who was appointed as Assistant Manager - Sales on
probation without the prior approval of Audit Committee, however
prior approval of audit committee was obtained before confirming
her appointment. The appointment of Ms. Anisha Rajani was

done in the ordinary course of business and her remuneration is
at arms' length also her appointment does not affect the criteria of
independence for Mr. Ashok Rajani laid down under section 149
(6) of Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015.

20.3 As per the policy on Related Party Transactions, the Audit
Committee granted omnibus approval for the transactions which
are repetitive in nature. The related party transactions were
placed before the Audit Committee on quarterly basis for review,
pursuant to omnibus approval.

20.4 The policy on related party transactions as approved by the board
of directors has been uploaded on the website of the company.
The web link of the same has been provided in the ‘Report on
Corporate Governance'.

21. Internal Financial Control Systems and their adequacy

Your Company has in place adequate internal financial controls
with reference to financial statements, commensurate with
the size, scale and complexity of its operations. The Company
has laid down standards, processes and structures which
enable implementation of internal financial control across
the organization and ensure that the same are adequate and
operating effectively. Financial Controls are operative for all the
business activities of the Company and no material weakness in
the design or operation of any control was observed. During the
year the internal financial controls as laid down are adequate and
were operating effectively.

The Company had appointed M/s. Murali & Venkat, Chartered
Accountants, as Internal Auditors for FY 2024-25 who reviewed
the internal control systems of the Company and reported
thereon. The reports of the Internal Auditors were reviewed by the
Audit Committee on quarterly basis.

22. Annual Return

The annual return of the Company as required under section
92(3) and section 134 (3) (a) of the Companies Act, 2013 will be
made available on the website of the Company at https://www.
hlvltd.com/investor relation.html.

23. Loans, Guarantees or Investments

The Company, being engaged in the hotel business, is classified
as providing ‘infrastructure facilities' in terms of the Schedule VI
to the Companies Act and is exempted from the compliance for
loans made, guarantees given, and security provided in terms of
Section 186 (11) of the Companies Act, 2013.

Therefore, particulars of loans, guarantees or investments under
Section 186 are not provided.

24. Disclosure under Section 22 of the Sexual Harassment of
Women at Work place (Prevention, Prohibition and Redressal)
Act, 2013

Your Company has zero tolerance towards any action on the
part of any employee which may fall under the ambit of ‘Sexual
Harassment' at workplace, and is fully committed to uphold
and maintain the dignity of every woman employee in the

Company. The Company's policy provides for protection against
sexual harassment of women at workplace and for prevention
and redressal of such complaints. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
The Company has complied with provisions relating to the
constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

25. Employee Remuneration

The ratio of the remuneration of each Director to the median
employee's remuneration and other details in terms of sub¬
section 12 of Section 197 of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is attached as Annexure IV
forming part of this Report.

The statement containing particulars of employees as required
under Section 197(12) of the Companies Act, 2013 read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is open for inspection at
the Registered Office of the Company during working hours up to
the date of ensuing Annual General Meeting. In terms of Section
136 of the Act, the Reports and Accounts are being sent to the
Members and others entitled thereto, excluding the aforesaid
particulars of employees. A copy of this statement may be
obtained by the Members by writing to the Company Secretary.

26 Energy Conservation, Technology Absorption, Foreign
Exchange Earnings and Outgo and Other Disclosures

The disclosures to be made under sub-section (3) (m) of
Section 134 of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 by your Company are
furnished below:

26.1 Conservation of Energy

Energy Conservation, sustainability and efforts to make the hotel
more “Green” have been the main drive throughout the year.
Major efforts / steps taken towards this are:

• Energy-efficient lighting like LED and energy efficient
electrical equipment's are installed extensively.

• High efficiency HVAC systems used/retrofitted extensively
have reduced electrical consumption.

• Computerized Power Monitoring is implemented to
monitor and control power consumption.

• Main chiller plants and steam boilers have been tuned for
best efficiency, to conserve energy.

• The hotel is equipped with condensate recovery unit for
generating hot water and the rooms are equipped with
energy- saving devices during non-occupancy.

• The hotel is equipped with in house recycled drinking
water glass bottling plant which cater all the guest rooms
and restaurants.

• STP treated water has been used for cooling tower /Garden
and also Rainwater Harvesting has been implemented.

• The Company has 3 windmills with a capacity of 4.5 MW
power, in the State of Maharashtra. Windmills continue to
produce renewable energy for use in its own hotel.

• We are in the process to set up solar power panels at
the roof top of the building to get the additional power
generation to cater maximum utilization of renewable
power.

26.2 Technology Absorption

In the opinion of the Board, the required particulars pertaining
to technology absorption under Section 134 of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, are not applicable, as hotel is a service industry
and the Company does not have any significant manufacturing
operations.

26.3 Foreign Exchange Earnings and Outgo

The foreign exchange earnings of the Company during the year
stood at ' 5,980.79 lakhs (previous year ' 5,270.62 lakhs) and
foreign exchange outgo during the year stood at ' 306.94 lakhs
(previous year ' 349.90 lakhs).

27 Investor Education and Protection Fund (IEPF)

For details refer para on “Investor Education and Protection Fund
(IEPF)” in ‘Report on Corporate Governance' forming part of this
Annual Report.

28 Other Disclosures /Reporting

Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions/ were
not applicable pertaining to these items during the year under
review:

28.1 The Company has not accepted or renewed any amount falling
within the purview of provisions of Section 73 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 during the period under review.

28.2 Issue of equity shares with differential rights as to dividend, voting
or otherwise.

28.3 Issue of shares (including sweat equity shares) to employees of
the Company under any scheme.

28.4 Details of Employee Stock Options

28.5 Shares held in Trust for the benefit of employees where the voting
rights are not exercised directly by employees

28.6 Issue of Debenture, Bonds or any other Convertible Securities

28.7 Issue of warrants

28.8 Receipt of remuneration or commission from any of the
subsidiaries by the Executive Directors of the Company.

28.9 During the financial year under review, your Company had no
joint ventures or subsidiaries nor it has incorporated or acquired
any company.

28.10 Maintenance of Cost Records as specified by the Central
Government under section 148 (1) of the Companies Act, 2013 is
not required by the Company.

28.11 During the year under review, there were no proceedings that
were filed by the Company or against the Company, which are
pending under the Insolvency and Bankruptcy Code, 2016,
as amended, before National Company Law Tribunal or other
Courts.

28.12 During the year under review, there were no instances of onetime
settlement with any Banks or Financial Institutions.

29 Acknowledgements

The Board wishes to place on record its appreciation for the
assistance and support received from the lenders, government,
regulatory authorities, customers, business associates and
vendors.

Your Directors take this opportunity to express their sincere thanks
to all the members and stakeholders for the faith and confidence
reposed in the Company and the management.

Your Directors attach immense importance to the contribution
of the employees and sincerely thank them for sharing the
Company's vision and philosophy and for the dedication and
commitment.

For and on behalf of the Board of Directors

Vivek Nair

Chairman & Managing Director
DIN:00005870

Mumbai, 22^nd May, 2025