Dear Members,

Your Directors are pleased to present the Fortieth Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31st, 2025.

1. Financial Highlights

Your Company's financial performance for the year ended March 31,2025, is as below:

(Rs. In Lakhs)

2. Company's Performance

During the year ended 31st March, 2025, the Company recorded Revenue from Operations and Other IncomeofRs. 4874.44 lakhs as against Rs. 4359.04 lakhs in the previous year, reflecting growth in turnover. The Profit before Depreciation, Interest and Taxation (PBDIT) stood at Rs. 1189.91 lakhs as compared to Rs. 1182.84 lakhs in the previous year, indicating operatingperformance stable despite higher expenditure. Finance costs during the year amounted to Rs. 487.75 lakhs as against Rs. 519.21 lakhs in the previous year, showing a reduction due to better financial management. Depreciation and Amortization expenses stoodatRs. 500.53 lakhs as against Rs. 484.35 lakhs in the previous year.

Consequently, the Profit Before Tax (PBT) wasRs. 201.63 lakhs, higher than the Rs. 179.28 lakhs achieved in the previous year. After providing Rs. 86.03 lakhs towards Income Tax/Deferred Tax (previous year reversal of Rs. 60.94 lakhs), the Net Profit after Tax (PAT) stood at Rs. 115.59 lakhs as compared to Rs. 240.22 lakhs in the previous year.

Overall, the Company continued to demonstrate resilience and operational efficiency with improved revenues and controlled finance costs, though the profitability was moderated due to higher tax provisioning.

Borrowings and Capital Expenditure

As at March 31, 2025, the Company's total long-term borrowings stood at Rs.4,456.62 lakhs as against Rs.4,950.70 lakhs as at March 31, 2024. During the year under review, the Company prepaid its Cash Credit facility of Rs.800 lakhs and availed a new Dropline Overdraft Facility ofRs.1,000 lakhs from HDFC Bank Ltd., thereby realigning its working capital structure.

The Company continues to adopt a prudent and balanced approach towards debt management, ensuring an optimal mix borrowings to support business growth while progressively reducing its overall debt obligations.

Expansion and Renovation Project

In line with the Company's strategic business plan to enhance revenue generation and strengthen its market positioning, the Company has undertaken a comprehensive development project. A key highlight of this initiative has been the successful launch of 13 supplementary luxury guest rooms on October 3, 2024, thereby augmenting the existing accommodation facilities. This expansion has been strategically designed to increase room capacity and align with the cyclical rise in guest demand during peak seasons.

Further, the Company has carried out a detailed renovation of its banquet hall, the "Royal Room", "AZURE" restaurant has also been upgraded, and we have increased individual cover to increase foot fall in pick hours, festivals.We also periodically arrange different state food festivals . This renovation has been undertaken in response to evolving market trends with the objective of elevatingthe overall guest experience and enhancing the venue's appeal for hosting a diverse range of events.

3. Management Discussion & Analysis:

Industry Structure and Developments:-

The Indian hospitality industry has witnessed steady growth in recent years, driven by increased domestic tourism, expanding business travel, and rising disposable incomes. Gujarat, in particular, has emerged as one of the fastest growing states in terms of industrialization, infrastructure development, and tourism. Vadodara is strategically located with excellent connectivity through highways & railways, making it a preferred business and leisure destination.

The hospitality sector has also benefitted from government initiatives such as the ‘Dekho Apna Desh' campaign, Smart City development programs, and proximity to world-class attractions like the Statue of Unity and the UNESCO World Heritage Site Champaner-Pavagadh Archaeological Park. The growing presence and expansion of multinational and domestic corporates and PSUs in Vadodara, along with the development of the Vadodara Cricket Stadium which has boosted footfall through ket matches, have further fuelled consistent demand for quality hospitality services.

The industry has seen a shift towards branded international affiliations, digitization of guest experience, and r hotels with ising expectations on safety, hygiene, and service standards post-pandemic.

Key Developments FY 2024 25:

The global travel and tourism industry demonstrated strong resilience in FY 2024 25, recovering steadily amidst persistent macroeconomic challenges, geopolitical uncertainties, and rising travel costs.

In bound Tourism to India: International visitor arrivals to India reached approximately 9.66 9.95 million in calendar 2024, reflecting a 4.7% 4.5% increase over 2023 levels.

Tourism Spending: According to WTTC, international visitors' spending in India reached a recordRs. 3.1 trillion, marking a 9% increase over the prior peak in 2019.

Domestic tourism momentum remained strong, adding over Rs. 15.5 trillion to the economy.

Outbound Tourism: Indian outbound travel surged to record levels in 2024, powered by an expanding middle class and improved global connectivity. According to MEI, this growth was particularly evident with Indians increasingly traveling to ns like Abu Dhabi, Hanoi, and Bali

India's Global Tourism Performance:

Leveraging its competitive infrastructure, Rs. 21 trillion to GDP via travel and tourism, up 20% India contributed above 2019 levels, and supported around 46.5 million jobs.

Notably, India welcomed a total of 20 million international visitors.

Tourism Revival in Gujarat & Vadodara:

Statewide Surge in Tourism: In 2023 24, Gujarat welcomed a staggering 18.59 crore tourists, a 24% increase from the previous year comprising 17.50 crore domestic and 23.43 lakh foreign tourists.

Vadodara's Growing Footfall: Among business tourism hubs, Vadodara recorded 34.15 lakh business visitors, reinforcing its importance as a commercial and hospitality destination.

Summer Boom and Tourist Choice: During April June 2024, Gujarat's tourism surged 17% compared to 2023, with 1.35 crore visitors across 12 key destinations including cultural and pilgrimage sites like Vadnagar, Dwarka, and Pavagadh.

Heritage & Cultural Tourism Expansion: Gujarat's Heritage Footfall Over 36.95 lakh tourists explored Gujarat's 18 heritage sites in 2023 24, with Ahmedabad and Patan leading.

Vadnagar's Remarkable Growth: Visitor numbers at Vadnagar nearly tripled, from 2.4 lakh to approximately 7 lakh, following a Rs 70 crore infrastructure upgrade.

Other heritage attractions: Rani Ki Vav, Sun Temple (Modhera), and Adalaj Stepwell also saw rising popularity.

Infrastructure & Experiential Tourism: First Dharoi Adventure Fest:

Gujarat inaugurated its first "Dharoi Adventure Fest" in May 2025 an eco-tourism and adventure circuit featuring trekking, parasailing, tent accommodations, and camping at Dharoi Dam.

Modernized Rail Connectivity:

Under the Amrit Bharat Station Scheme, five railway stations in the including Dakor and Derol were Vadodara division redeveloped with enhanced amenities and cultural design elements to support

Overall Insight:

With Gujarat's tourism sector witnessing exceptional recovery and growth across spiritual, heritage, business, and adventure segments, Grand Mercure Vadodara Surya Palace is strategically positioned to leverage this momentum. Vadodara's rising business and leisure traffic makes the hotel a central choice fortravelers seeking luxury accommodation, premium services, and to regional attractions.

Brand Tie-Up with Accor Enhancing Our Digital and Global Reach:

Since June 2017, Jindal Hotels Limited's flagship property, Grand Mercured by the Accor Group, a global hospitality powerhouse. This strategic alliance places us within one of the most digitally advanced, brand-rich ecosystems in the industry.

Accor at a Glance:

Global Scale: As of March 2025, Accor operates 5,695 hotels across 847,290 rooms globally, with an additional pipeline of 1,388 hotels (over 235,000 rooms) in development.

India Footprint & Future Growth: Accor currently has around 71 operational hotels in India, with 40 more under development.

Ambitious Expansion Goal: Through a landmark partnership with InterGlobe, Accor seeks to expand its India portfolio to 300 hotels by 2030.

Why This Tie-Up Matters for Us:

Digital-First Advantage: As a part of Accor's ecosystem backed by the global loyalty platform ALL and digital innovations our hotel can tap into sophisticated distribution, guest engagement, and operational technologies.

Brand Diversity & Market Reach: Accor's portfolio includes iconic brands spanning Luxury to Economy from Sofitel and Fairmont, to Novotel, Ibis, and Tribe offering the flexibility to attract a wider array of guests.

Rapid Expansion & Local Synergies: Accor's deepening presence in India via the Accor InterGlobe Treebo collaboration positions us to benefit from accelerated brand expansions particularly in accessible midscale segments like Mercure and Ibis.

Strong Market Position: With Accor targeting aggressive growth in the Indian market, our property gains enhanced visibility and alignment with the world's fastest-growing hospitality brand network locally.

Why This Is a Win for Grand Mercure Vadodara Surya Palace:

Enhanced Business Prospects: Leveraging Accor's global footprint and expanding network in India helps drive bookings, MICE events, and loyalty engagements.

Brand Compatibility: Accor's values, service standards, and global recognition align well with our tradition of hospitality excellence, helping us strengthen both operations and reputation.

Future Growth Ready: As Accor expands to 300+ Indian hotels, our strategic location, established infrastructure, and guest-first service ethos position us as a flagship partner in its growth story.

Opportunities:

Rising corporate and MICE (Meetings, Incentives, Conferences, Exhibitions) demand within Vadodara, supported by industrial hubs and government institutions within 10 km radius.

Strategic location ofGrand Mercure Vadodara Surya Palace ering off Sayajigunj, proximity to business districts, tourist attractions, and transit points.

Brand association with the Accor Group of Hotels enhances global visibility, access to international loyalty programs, and professional management practices.

Proximity to key tourist attractions such as the Statue of Unity, Laxmi Vilas Palace, and Champaner Heritage site further strengthens demand.

Threats:

Growing competition from established domestic and international hotel chains in Vadodara.

Volatility in fuel, energy, and food costs affecting operating margins.

Economic downturns and inflationary pressures may impact discretionary spending.

Regulatory compliances and tax structures continue to evolve, adding operational complexities.

Outlook: -

The outlook for the hospitality industry in Gujarat remains positive, aided by infrastructure development, industrial growth, and tourism initiatives. Vadodara, with its industrial ecosystem, academic institutions, and tourist destinations, will continueto drive consistent demand.

The Company intends to strengthen its brand positioning, increase market share, and expand customer loyalty through:

Enhanced guest experience supported by Accor's global standards.

Expansion of room inventory and periodic upgradation of facilities.

Strengthening of food & beverage leadership by leveraging the popularity of its banquets and specialty dining.

Risks and Concerns: -

Rising competition from domestic and international hotel brands.

Dependence on local industrial demand makes revenue vulnerable to cyclical slowdowns in the manufacturing sector.

Increasing cost of compliance with safety, environment, and labor regulations.

Vulnerability to unforeseen disruptions such as pandemics, geopolitical issues, or natural calamities.

The Company has put in place adequate risk management strategies to mitigate these challenges.

Segment Wise or Product-Wise Performance: -

The Company has only one segment of activity, namely "Hoteliering" hence, segment wise performance is not applicable during the year under review.

Internal Control Systems and their Adequacy: -

The Company has an adequate system of internal controls, with documented procedures covering all corporate functions and hotel operating unit. Internal controls provide reasonable assurance regarding the effectiveness and adequacy of safeguards for assets, the reliability of financial controls, and compliance with applicable laws and regulations. The internal audit process provides positive assurance. It converges the process framework, risk and control matrix and a scoring matrix, covering all critical and important functions inter alia revenue management, hotel operations, purchase, finance, human resources and safety. A framework for each functional area is identified based on risk assessment and control, while allowing thenit to u identify and mitigatehigh-risk areas. These policies and procedures are updated periodically and monitored by the Internal Audit. Internal controls are reviewed through the periodical internal audit process under the direction of the Internal Auditor. These reviews focus on:

Identification of weaknesses and improvement areas

Compliance with defined policies and processes and applicable statutes

Safeguarding tangible and intangible assets

Managing risk environment, including operational, financial, social and regulatory risks

Conformity with the Code of Conduct

The Board's Audit Committee oversees the adequacy ofinternal control through periodic reviews of audit findings as also of the resolution mechanism for critical audit issues.Statutory auditors have opined in their report that in all material respects, an internal financialcontrol with reference to financial statements of were operating effectively of March 31, 2025, based on the internal control over financial reporting criteria established by the as Company considering the essential components of internal control.

Discussion on Financial Performance with Respect to Operational Performance: -

During the year ended 31st March 2025, the Company achieved a revenue of Rs. 4874.44 lakhs compared to Rs. 4359.04 lakhs in the previous year, registering a growth of 11.83%.

PBDIT remained stable at Rs. 1189.91 lakhs (previous year Rs. 1182.84 lakhs).

Finance Costs decreased to Rs. 487.75 lakhs from Rs. 519.21 lakhs, reflecting

Depreciation & Rs. 500.53 lakhs (previous year Rs. 484.35 lakhs).

Profit Before Tax (PBT) improved toRs. 201.63 lakhs (previous year Rs. 179.28 lakhs).

Net Profit After Tax (PAT) declined to Rs. 115.59 lakhs compared to Rs. 240.22 lakhs in the previous year, primarily due to higher tax provisioning (Rs. 86.03 lakhs vs. tax reversal of Rs. 60.94 lakhs in FY 2023 24).

Total Comprehensive Income stood at Rs. 119.05 lakhs compared to Rs. 241.61 lakhs in FY 2023 24.

Operational performance was supported by healthy growth in revenues, though bottom-line margins were impacted due to higher provisioning.

Human Resources Development: -

The Company recognizes that its people are its greatest asset. It continues to invest in training and development programs to enhance technical, managerial, and soft skills of its workforce. Industrial relations remained cordial throughout the year. The Company cultivates a collaborative and transparent work environment to foster teamwork and strategic focus. Human capital development is a core organizational priority. The Company maintains contemporary HR policies aligned with industry best practices to optimize talent acquisition, development, and retention. A robust learning and development framework is in place to with stringent nurture high-performance adherencetoanti-harassmentpoliciesandregulartraininginitiatives.

As on 31st March, 2025, the Company employed over 194 employees, including managerial, supervisory, and operational staff. A culture of continuous learning and guest-centric service is encouraged across the organization.

Key Financial Ratios and Significant Changes: -

The Company's key financial ratios for FY 2024 25 as compared to FY 2023 24 are as follows:

Change in Return on Net Worth: -

Return on Net Worth (RONW) decreased in FY 2024 25 compared to the previous year, primarily due to lower net profit arising from higher tax provisioning despite improved revenue and operational performance. The Company continues to focus on ient cost management. effic enhancingshareholdervaluethroughsustainablegrowthinrevenuesand

Disclosure of Accounting Treatment: -

The Company has adoptedIndianAccountingStandard (IND -AS). The Financial statements for the year ended 31^st March, 2025 of the Company have been prepared in accordancewithIndianAccountingStandards (Ind AS) as prescribed under Section 133 of the Act to be read with Rule 3 of the Companies(IndianAccountingStandards) Rules, 2015 and the relevant amendment rules issued thereafter.

Cautionary statement: -

The statements made in the Management Discussion & Analysis section, describing the Company's goals, expectations and predictions, among others, do contain some forward-looking views of the management. The actual performance of the Company is dependent on several external factors, many of which are beyond the control of the management.

4. Directors and Key Managerial Personnel

In accordance with the requirements of the Act and the Company's Articles of Association, Mr. Satvik Agrawal retires by rotation and being eligible, offers h imself for re-appointment. Relevant Ordinary Resolutions seeking shareholders' approval forms part of the Notice.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2025, are:

Mr. Piyush D. Shah, Managing Director

Mr.KishorI.Darji,ChiefFinancial

Ms. Mansi Vyas, Company Secretary & Compliance Officer

Ms. Shagun Mehra (DIN: 03496847), ceases to be the Director of the Company with effect from 3 ^rd September, 2024 as the resolution proposed through e-voting for re-appointment of the Director was not approved by the shareholders at the 39th Annual General Meetingheld on September 3, 2024 in pursuance of provisions of Section 152 of Companies act, 2013 read with other applicable laws.

Mr. Ambalal Chhitabhai Patel (DIN: 00037870), has completed second term of five consecutive years as per provision of Companies act, 2013 read with SEBI LODR Regulations,2015and consequently he ceased to be the Independent Director and Chairman of the Board of Directors of the Company on 23^rd September 2024.

5. Reserves

In view of insufficient profits, the Board do not recommend transfer of any amount to General Reserves.

6. Dividend

In view of the moderate profit levels during FY 2024-25 as compared to the previous year, coupled with the ongoing expansion and renovation projects requiring significant capital deployment, the Board of Directors has considered it prudent to conserve internal resources. Accordingly, your directors have not recommended any dividend for the financial year ended 31st March 2025. This decision is in the long-term interest of the Company, as the retained earnings will be utilized towards strengthening the balance sheet, funding capacity augmentation, and supporting future growth initiatives.

7. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

In accordance with the provisions of Section 125 of the Companies Act, 2013, any unclaimed or unpaid dividend is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government after the expiry ofseven years from the date it became due for payment. Accordingly, the unclaimed dividend relating to theFY 2016-17 has been transferred to the IEPF.

Further, in terms of Section 124(6) of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended), the Company is also required to transfer to the IEPF Demat Account, the equity shares in respect of which the dividend has remained unclaimed or unpaid for a continuous period of seven years. It may be noted that the Company has not declared any dividend subsequent to FY 2016-17, and hence, there has been no further instance of unclaimed or unpaid dividend or corresponding shares requiring transfer to IEPF thereafter.

8. Share Capital

There was no public issue, rights issue, bonus issue, etc. during the year under review. The Company has not issued shares with differential 4-25.

9. Material Changes and Commitment if any affecting the Financial Position of the Company occurred between the end of the Financial Year to which this Financial Statements relate and the date of the Report

affecti financial Nomaterialchangesandcommitments year to which these financial statements relate on the date of this report. There has been no change in the nature of business during the year.

10. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption,foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished below:

Conservation of Energy

The Company is extremely cautious with regard to resource management and particularly the energy conservation be it electrical or gas consumption. We have installed necessary capacitors in our electrical sub stations & VFD (Variable Frequency Drive)in most of the motors. All the halogens, incandescent bulbs and even the PL tubes (Plug in light) are almost replaced with LED (Light Diodes). The entire property has magnetic door locks which monitors the overall supply to individual guest rooms & thermostats controls are provided for guest comfort & energy saving. All the glass window are replaced with Double Glace DGU & fixed sunscreen protection are laid on them. The new magnetic chillers used for air conditioning process have proved to be majorsavers.

ortstoexploreopportunities to reduce energy consumption by: eff Besidesthis,thehotelteamscontinuedtheir controlled use of lighting and other equipment; regulating of chilled water set points according to ambient temperature; setting benchmarks for energy consumption by area: upgrading building management systems. zero Flush Urinals installed for Banquet Halls (Save Water Save Energy). celebrating Energy Saving Week where entire team is motivated not only to save energy but also to contribute their ideas for energy conservation.

EV Charging stations for electric vehicles.

Awareness & Employee Engagement Programs: Conducting quarterly training sessions and introducing a "Green Champion of the Month" initiative to encourage energy conservation practices among employees.

Guest Engagement Initiatives : Encouraging guests to participate in sustainability programs by offering rewards for opting into linen reuse, limited housekeeping services, and conscious use of room facilities.

Technology Absorption

In the Opinion of the Board, the required particulars, pertaining to technology absorption are not applicable as hotels formpart of service industry.

Foreign Exchange Earnings and Outgo

During the year under review, your Company earned Foreign Exchange of Rs. 3,26,60,337/- (PY Rs. 2,78,70,054/-), whereas outflow of foreign exchange was Rs. 14,93,324 /- (PY Rs. 69,36,756/-).

11. Statement concerning Development and Implementation of Risk Management Policy of the Company

The Company has been taking proactive approach concerning the development and implementation of a Risk Management Policy after identifying the following elements of risks which in the opinion of the Board may threaten the very existence of the Company itself.

(a) financial;

(b) legal and regulatory; (c) operating; and

(d) commercial risks, including health, safety and environment.

The Company does not have any Risk Management Committee as the Board takes into consideration all the risk factors at regular intervals at its meetings.

12. Corporate Social Responsibility

Provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 are not applicable to the Company.

13. Insurance

The Company has a broad-banded approach towards insurance. Adequate cover has been taken for all movable and immovable assets against numerous risks and hazards.

14. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company has Zero tolerance for sexual harassment at its workplace and has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in-line with the provisions of the sexual Harassment of women at workplace 2013 and the Rules thereunder for Prevention and Redressal of complaints of sexu (Prevention, al harassment at workplace.

The Company has adopted an Anti-Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company relating to the has complied with the provision constitution of Internal Complaint Committee which are set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman / Managing Director. There was no complaint outstanding / received from any employee during the financial year 2024-25 and hence, no complaint is pending as on March 31, 2025, for Redressal.

15. Details of Application made or any Proceeding Pending under Insolvency and Bankruptcy Code, 2016.

During the year under Review, neither any application wasmade, nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

16. The details of difference between amount of the valuation done at the time of One-Time Settlement and the valuation done while taking Loan from the Banks or Financial Institutions along with the reasons thereof:

Not Applicable.

17. Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013.

No loans and guarantees were made by the Company during the year under review. However, the Investments made by the Company are in compliance with provision of section 186 of Companies Act, 2013.

18. Details of Significant & Material orders passed by the Regulators or Courts.

There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

19. Maintenance of Cost Records and Cost Audit.

Your Company is not required to maintain Cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

20. Company's Policy relating to Directors Appointment, Payment of Remuneration and Dischargeof their Duties.

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 and have been displayed on website https://www.suryapalace.com/corporate-info/

21. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and regulation 2015 a structured Regulation 17(10) of SEBI (LODR), questionnairewaspreparedaftertakingintoconsideration the various aspects of the Board's functioning, composition of the Board and its committees. The Boardhascarriedout evaluation of its own performance, annualperformance the directors individually, as well as the evaluation of the working ofitscommittees.

22. Statutory Auditors

M/s. Modi & Joshi, Chartered Accountants, Vadodara were appointed as Statutory Auditors for a period of 5 years [i.e. from FY 2017-18 to FY 2021-22] Meeting held on 12 the32^nd AnnualGeneral ^th September 2017 and further re-appointed in 37^th Annual General Meeting 2021-22 held on 12^th July 2022 for second consecutive term of 5 years i.e., from 2022-23 to of financial year of 2026-27. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

23. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ranjit Kumar Singh of M/s. Ranjit & Associates, Practicing Company Secretaries, Vadodara to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is furnished in Annexure 1 (Form No. MR-3).

24. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors and the Practicing Company Secretary in their reports

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditor or Secretarial Auditor of the Companyintheir .

25. Annual Return

In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return is uploaded on Company's website and can be accessed at https://www.suryapalace.com/corporate-info/

26. Disclosure under Rule-5 of the Companies (Appointment and Remuneration) Rules, 2014

Disclosure required under Section 197 of the Companies Act, 2013 read with Rule-5 of the Companies (Appointment and Remuneration) Rules, 2014 have been annexed asAnnexure 2.

27. Particulars of Contracts or Arrangements made with Related Parties

Particulars of contracts or arrangements with related parties in Form AOC-2 are enclosed as per Annexure 3. All the Related Party Transactions are held at arm's length price and in Ordinary Course of Business and within limit prescribed under Section 188of the Act for which prior approval of Board of Directors was obtained.

Your Company's Transactions, as adopted by the Board, can be accessed on the Company's website at Policy Related Party https://www.suryapalace.com/corporate-info/

28. Corporate Governance Certificate

The Compliance certificate from Practicing Company Secretaries regarding compliance of conditions of corporate governance as stipulated in Schedule V of the Securities ExchangeBoardofIndia(ListingObligation Disclosure Requirement) Regulation, 20 15 is annexed as Annexure 4 to the report.

29. Number of Board Meetings conducted during the year under review

The Company had five board meetings during the financial year under review on30^th April 2024, 2^nd August 2024, 22^nd October 2024, 13^th February 2025 and 13^th March 2025.

30. Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

31. Internal Auditor

Mr. Sandeep Shrimal, Chartered Accountants, Vadodara, Internal Auditor of the Company, has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

32. Internal Control Systems & their Adequacy

Your Company has in place an adequate system of Internal Controls, with documented procedures covering all corporate functions and hotel operatingunits to ensure that all transactions are authorized, recorded and reported correctly. This ensures prompt immediate reporting financial regulationsisalsoensuredand confirmed and is checked by the Internal Auditor of the Company.

The reports of the Internal Auditor are reviewed by the Audit Committee. The Audit Committee also reviews adequacy of internal controls, system and procedures, insurance coverage of assets from various risks and steps are taken to manage foreign currency exposures. The Audit Committee also interacts with Internal Auditors and Statutory Auditors of the Company to ensure compliance of various observations made during the conduct of audits and adequacy of various controls.

33. Deposits

The Company has not accepted/renewed any deposits from members or public.

34. Website

The corporate website www.suryapalace.com reflecting the new architecture is far more experimental, with large images showcasing the property and its facilities, enhanced content, both in quantity and quality, with in depth information on experiences, services and facilities. The website also displays financial & corporate information.

35. Declaration of Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them on 149(6) of the Act along with Rules framed thereunder and Regulation Secti meets the criteria of independence as provided in 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015(‘SEBI

Listing Regulations'). In terms of Regulation 25 (8) of SEBI ListingRegulationstheyhaveconfirmed that they are not aware of an y circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their any external influence. The Board of directors of the Company has duties with an taken on recordthedeclarationandconfirmation submitted by the independent directors after undertaking due assessment of t he veracity of the same. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

36. Disclosure of Composition of Audit Committee and providing Vigil Mechanism

*The Audit Committee consists of the following members: a. Mr. Pradip Goradia (Chairman, Non- executive Independent Director) b. Mrs. Chanda Agrawal (Non-executive Director) c. Mrs. Palak Gandhi (Non-executive Independent Director)

constituted on *TheCommitteewasRe- 22^nd October 2024.

eeCommitt TheabovecompositionoftheAudit consists of the majority of independent Directors. The details of the Constitution of all committees namely Audit Committee, Nomination & Remuneration Committee and Stakeholders RelationshipCommittee, Annual Report]. are

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit reportingissues concerning the interests of employees and the Company.

37. Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; policies and applied them consistently and made judgments and estimates that (b) the directors had selected such accounting 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 and loss of the company for that period; ent care for the maintenance of adequate accounting records in accordance with suffici (c) the directors had taken proper and the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, theprevention and detection of frauds and errors, the accuracy and completeness of the accountin g records and the timely preparation of reliable financial information.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operatingeffectively.

38. Details in respect of Frauds reported by Auditors

During the year under review, there were no frauds reported by the Company or fraud on the Company by the officers and employees of the Company has been noticed or reported or no fraud are reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

39. Secretarial Standards of ICSI

Pursuant to the approval given on 10^th April 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1^st July 2015 and further as amended from time to time. The Company is in compliance with the same.

40. Vigil Mechanism/ Whistle Blower Policy

The Company has adopted the whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's code of conduct and ethics. The Company has a "Whistle Blower Policy", the copy of which is available on the website of the Company, namely https://www.suryapalace.com/corporate-info/

41. Safety & Environment

The Company is committed to providing a safe and healthy working environment and achieving an injury and illness-free workplace.

42. Acknowledgements

Your Directors would like to express sincere appreciation and gratitude to the Company's valued stakeholders including Members, Customers, Bankers, Vendors, Business Partners, State Government and the Government of India for their continued co-operation and support. Directors also place on record sincere appreciation of the commitment and enthusiasm of

An acknowledgement to all, with whose help, cooperation and hard work, the