Your Directors are presenting their 34th Annual Report together with the Audited Accounts of the Company
for the year ended 31st March 2024.

FINANCIAL HIGHLIGHTS (Rs. in lakhs')

OPERATIONAL REVIEW:

The Company suspended all the revenue-generating operations w.e.f. 24 March 2020 due to COVID-19 and has
not carried out any business activities during the year as well, resulting in, the entire year being completely
washed out.

During the year under consideration, the gross receipts of your company stood Rs.0.30 Lacs from Rs.2.30 Lacs
logged in the previous year. Profit / (Loss) before Interest, Depreciation and Taxation was Rs.(555.80) lacs
against Rs.(450.72) Lacs recorded in the previous year. Similarly, the Profit / (Loss) after Tax for the year ended
March 31,2024 stood at(Rs.1092.66) lacs as against Profit/Loss of(Rs.1849.17) registered in the previous year.

STATE OF THE COMPANY’S AFFAIRS

During the year under review, the Company did not make any progress as the operations at the Company were
halted since March, 2020.

You may be aware that towards the settlement of debts to RARE ARC, the Company sold / disposed of the
properties of Mall and part of multiplex to M/s.Avenue Supermarts Limited on 30th March, 2021. Out of sale
consideration of about Rs.35.00 crores, Rs.30.00 crores was utilized as an initial / upfront amount to settle a part
of outstanding debts to RARE ARC and the balance consideration was retained by M/s. Avenue Supermarts
Limited as a security deposit till the completion of due performance committed by the Company. Out of total
Security deposit of Rs.5,00,25,000/- held by them, Rs.3,39,60,000/- was returned to the Company and the

balance deposit of Rs.1,60,65,000 was adjusted for the difference between the measurement as per
supplementary deed and the actual measurement as per the Government records. As per the Supplementary
deed entered into with M/s. Avenue Supermarts Limited on the Sale of Mall and part of multiplex Properties, the
Company had fully met its obligations and the transaction was completed smoothly.

During the year under review, Rs.75 lakh was remitted to RARE ARC to settle a part of outstanding debts of the
Company.

DIVIDEND:

Given the accumulated losses, your directors have not recommended any dividend on Equity Shares for the
Financial Year2023-24.

SHARE CAPITAL:

During the year under review, your Company's Authorized Share Capital is Rs. 50,00,00,000 comprising
5,00,00,000 Equity Shares of Rs. 10/- each. The Company's paid-up capital is Rs.31,96,41,190 comprising of
3,19,64,119 Equity Shares of Rs. 10/-each fully paid up.

Further, the Company has not issued:

a. Any shares with differential rights as per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of
the Companies (Share Capital and Debenture) Rules, 2014.

b. Any sweat equity shares as per provisions of Section 54 (1) (d) of the Act read with Rule 8 (13) of the
Companies (Share Capital and Debenture) Rules, 2014.

c. Any equity shares under the Employees Stock Option Scheme as per provisions of Section 62(1)(b) of
the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

TRANSFEROFAMOUNTTO RESERVE:

Given the Loss incurred during the year and due to accumulated losses of earlier years, the Company has not
transferred anyamounttothe Reserves.

FIXED DEPOSITS:

During the year under review, the Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit)
Rules, 2014. Hence, the requirement forfurnishing details relating to deposits covered underChapterV of the Act
or the details of deposits that are not in compliance with Chapter V of the Act is not applicable.

During the financial year under review, the Company borrowed the loans from Director(s) and the respective
directors gave a declaration in writing to the Company to the effect that the amount was not being given out of
funds acquired by them by borrowing or accepting loans or deposits from others as per requirement of proviso of
Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the under review, the Company has not given any loans or guarantees covered under the provisions of
Section 186 of the Companies Act, 2013 and has not made any investments. Hence, the details of loans and
advances that are required to be disclosed in the Annual Report under Regulation 34(3) read with Schedule V of
theSEBI Listing Regulations are notfurnished.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. The scope and authority of the Internal Audit function are defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit
Committee /the Managing Director.

The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the
Company, and its compliance with operating systems, accounting procedures and policies at all locations of the
Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Under Section 135 of the Companies Act, 2013, every company having a net worth of at least Rs 500 crore,
turnover of Rs 1,000 crore or more, or a minimum net profit of Rs.5 crores during the immediately preceding
financial year has to make CSR expenditure. Since the Company does not fall under the criteria as are referred
above, not applicable.

DIVIDEND DISTRIBUTION POLICY:

According to Regulation 43Aofthe SEBI (Listing Obligations and Disclosures) Regulations 2015 as amended,
only the top 1000 listed companies (based on the market capitalization of every financial year) shall formulate a
Dividend Distribution Policy, which shall be disclosed in theirannual reports and on their website as well.

Since your company does not fall under the top 1000 listed companies, no such report is provided in the Annual
Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Regulation 34(2) of SEBI Listing Regulations, as amended, inter alia, provides that the Annual Report of the top
1000 listed entities based on market capitalization (calculated as on March 31 of every financial year), shall
include a Business Responsibility and Sustainability Report (BRSR) on the environmental, social and
governance disclosures.

Your Company, not being one of such top 1000 listed entities, has not included BRSR, as part of the Annual
Report.

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

The Company has no foreign exchange earnings and outgo. The disclosures relating to the details of (i)
Conservation of Energy, (ii) Research & Development and Technology Absorption are to be made under sub¬
section (m) of Section 134 of the Companies Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules,
2014 is not furnished due to the closure of the Hotel Operations during the previous and current period under
review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Cessation / Retirement by rotation:

Mr. P.Ganesan, Chairman (DIN: 00049804) and Mr.S.P.Sivanandam (DIN: 01864334) were re-appointed as an
Independent, Non-Executive Directors at the 29th Annual General Meeting (“AGM”) of the Company held on
September 27,2019 for second term of five (5) consecutive years upto26th September 2024. Both Directors have
resigned on 29/08/2024.

The Board of Directors placed on record their deep appreciation for the enormous contributions made by
Mr.P.Ganesan and Mr.S.P.Sivanandam during the directorship. The Company and the Board benefitted
immensely from the directors' vast experience, knowledge and insights.

Due to personal commitment, Mr.Subramanyam Muralidharan (DIN:03552399) Independent-Non-Executive
Director has resigned from the Board on 06th November 2023.

Under the provisions of Section 152 of the Companies Act, 2013 read with Section 149 of the said Act, at least
2/3rd of the total number of Directors, excluding Independent Directors, shall be liable to retire by rotation and out
of the Directors liable to retire by rotation, at least 1/3rd of the Directors shall retire by rotation at every Annual
General Meeting.

In view of the above, Mr.M.R.Gautham and Mrs.M.Sasikala retiring by rotation and being eligible, offer
themselves for re-appointment, a resolution seeking shareholders' approval for their re-appointment forms part of
the Notice.

b. Appointment/Re-appointment

Mr.Katpadi Muthukrishnan Ananthasayanam (DIN: 10720222) was appointed by the Board of Directors of the
Company at their meeting held on 29th August, 2024 as an Additional Director in the capacity of a Non-Executive-
Independent Director under the Articles of Association and Sections 149(6), 161 and Schedule IV to the
Companies Act, 2013 and Regulation 16(1)(b) and other applicable provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Mr. Pachaimuthu Kumar (DIN: 10725510) was appointed by the Board of Directors of the Company at their
meeting held on 29th August, 2024 as an Additional Director in the capacity of a Non-Executive-Independent
Director under the Articles of Association and Sections 149(6), 161 and Schedule IV to the Companies Act, 2013
and Regulation 16(1)(b) and other applicable provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Resolutions seeking shareholders'approval for their appointment forms part of the Notice.

c. Status of KMP:

During the year under review, Mr.E.V.Muthukumara Ramalingam, Managing Director, Mr.M.R.Gautham,
Executive Director, Mr.R.Lalitha, Chief Financial Officer and Mr.M.Srinivasan, Company Secretary are other
KMPs as per the provisions of the Act and were already in the office. NoneoftheKMPs resigned during the year.

d. Declaration by Independent Director:

Under the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each
of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed there¬
under and Regulation 16(1)(b) of SEBI Listing Regulations. There has been no change in the circumstances
affecting their status as Independent Directors of the Company. In terms of Regulation 25(8) of SEBI Listing
Regulations, they 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 judgment and without any external influence. The Board of Directors of the Company has taken on
record the declaration and confirmation submitted by the Independent Directors.

e. Disqualification of Directors:

None of the directors of the Company are disqualified under the provisions of Section 164 of the Companies Act,
2013 or debarred or disqualified from being appointed or continuing as directors of companies by the Securities
and Exchange Board of India or Ministry of Corporate Affairs or any such statutory authority. A certificate from a
Practicing Company Secretary in this regard is attached to this report.

f. Woman Director:

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, your Company has complied with the requirement
of having at least one Woman Director on the Board of Company. Mrs.M.Sasikala is a Non-Independent and
Women Directorof the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Company has complied with the Secretarial Standard issued by the Institute of Company Secretaries of India
on Board Meetings and General Meetings.

COMPLIANCE WITH MINIMUM PUBLIC SHAREHOLDING (MPS) NORMS

Your Company was a non-compliant of Minimum Public Shareholding norms under Rule 19(2)(b) of the Securities
Contracts (Regulation) Rules, 1957, as amended, and Regulation 38 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, in order to comply with MPS norms, Mr.E.V.Muthukumara Ramalingam, one of the
Promoter of the Company sold 16,44,791 equity shares of the Company representing 5.15% of the total issued
and paid-up equity share capital of the Company, on March 22, 2024 and March 26, 2024, undertaken in
accordance with the circular bearing reference number SEBI/HO/MRD/MRD-PoD-3/P/CIR/2023/10 dated
January 10, 2023 regarding the “Comprehensive Framework on Offer for Sale (OFS) of Shares through Stock
Exchange Mechanism” issued by the Securities and Exchange Board of India, through the separate designated
window of BSE Limited.

Post the sale of the shares, the shareholding of the Promoter and Promoter Group has reduced from 80.15% to
75.00% of the paid-up equity share capital of the Company and thus, the Company achieved of Minimum Public
Shareholding norms as mandated.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

To familiarize new Independent Directors with the strategy, operations and functions of our Company, the
Company's presentation, inter alia, on strategy, operations, service offerings, markets, organization structure,
finance, human resources and technology is given at the time of their induction and thereafter during the Board
meetings and/or committees thereof. The details of the familiarization program can be viewed at
https://www.velanhotels.com/pdf/Famil%20program%202024.pdf

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts / Tribunal which would impact the
going concern status of the Company except pending Appeal / Petitions / Application filed by the Company with
DRT, Coimbatore and Chennai and DRAT, Chennai.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and
individual Directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors based on
criteria such as the board composition and structure; degree of fulfilment of key responsibilities towards
stakeholders; effectiveness of board processes, information and functioning, etc.; extent of co-ordination and
cohesiveness between the Board and its Committees; and quality of the relationship between board Members
and the management.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee
Members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India (SEBI) on January 5,2017.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a
whole and the Chairman of the Company was evaluated, taking into account the views of Executive Director and
Non-Executive Directors.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of individual
Directors based on criteria such as the contribution of the individual Directorto the Board and committee meetings
like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in
meetings, etc.

In the Board Meeting that followed the meeting of the Independent Directors and meeting of NRC, the
performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation
of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

MEETINGS

During the year, seven Board Meetings and four Audit Committee Meetings were convened and held. The details
of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within
the period prescribed underthe Companies Act, 2013, as amended.

DIRECTOR'S RESPONSIBILITY STATEMENT:

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

i) In the preparation of the annual accounts, all the applicable Accounting Standards have been followed along
with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end ofthefinancial year and of the loss of the Company for the year under review.

iii) The Directors 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.

iv) The Directors have prepared the annual accounts on 'a going concern' basis.

v) The Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls were adequate and were operating effectively.

vi) The Directors had devised a proper system to ensure compliance with and that such a system was adequate
and operating effectively.

RELATED PARTY TRANSACTIONS:

i) Not all transactions with related parties are construed as related party transactions. Provisions regarding
Related Party Transaction are encapsulated under 188 of the Companies Act, 2013 (“the Act”) read with rule
15 of the Companies (Meetings of Board and its Powers) Rules, 2014. All related party transactions that were
entered into during the financial year were on an arm's length basis and were in the ordinary course of
business.

ii) Further, in the financial year 2023-24, in the scope of Section 188(1) of the Act, there were no material
transactions with any of its related parties. Therefore, the disclosure of Related Party Transactions as
required under Section 134(3(h) of the Act in Form AOC-2 does not apply to the Company for the financial
year 2023-24 and hence the same is not provided.

iii) Under the provisions of Regulation 2(1)(zc) and 23 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has entered the transactions with related parties, i.e the
aggregate value of material transactions exceeded 10% of the annual consolidated turnover of the Company,
as perthe lastaudited financial statements of the Company, the details of which reported here-under:

fRs. in lakhs')

Except for the above transactions, there were no materially significant related party transactions made by the
Company with the Promoters, Directors, Key Managerial Personnel, orother designated persons which may
have a potential conflict with the interest of the Company at large.

iv) In line with the requirements of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party
Transactions which is also available on the following web-link at https://www.velanhotels.com/pdf/Related-
Party-Transactions-Policy%20-%20Velan%20Hotels%20Ltd.pdf

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all
transactions, if any between the Company and Related Parties.

v) All proposal related party transactions were placed before the Audit Committee for their prior approval in line
with the requirements of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN MARCH 31,2024 AND AUGUST 29,2024 (DATE OF THE REPORT)

No material changes and commitments were affecting the financial position of the Company between the end of
the financial year and the date of this Annual Report except the information stated in the State of the Company's
affairs. There has been no change in the nature of business of the Company as of the date of this Annual Report.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATIONS AND JOINT VENTURE COMPANIES:

During the year under review, the Company had no Subsidiary (ies), Associate(s) and Joint Venture(s). Hence the
said clause is not applicable.

REMUNERATION/COMMISSION DRAWN FROM HOLDING/SUBSIDIARYCOMPANY:

During the year under review, neither the Company is a subsidiary of any Company or body corporate nor the
Company have a subsidiary. Hence the said clause is not applicable.

DISCLOSURE OF LOANS AND ADVANCES IN NATURE OF LOANS TO SUBSIDIARIES AND ASSOCIATES
OF THE COMPANY:

During the year under review, the Company has noSubsidiary(ies)andAssociate(s). Hence, the said clause is not
applicable

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which applies to the Members of the Board and senior
management in terms of Regulation 17 and Schedule V of Regulation 34(3) of the Listing Regulations. The full text
of the Code is displayed on Company's website:

https://www.velanhotels.com/pdf/CODE/Code%20of%20Conduct%20for%20Board%20of%20Directors%20in

cluding%20KMP%20&%20SMP.pdf

The Code lays down the standard procedure of business conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on matters relating to integrity
in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. In
compliance with Schedule V of Regulation 34(3) of the Listing Regulations a declaration signed by the Managing
Director is attached and forms part of the Annual Report of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Under the applicable provisions of the Companies Act, 2013, SEBI-LODR Regulations and Regulation 9A(6)
SEBI (PIT) Regulations, 2015 as amended, the Company has a vigil mechanism named "Vigil Mechanism /
Whistle Blower Policy" to deal with instances of fraud and mismanagement, if any. The VM/WB Policy ensures
that strict confidentiality is maintained whilst dealing with concerns and that no discrimination will be met out to any
person fora genuinely raised concern.

The Company has revised the said Whistle-Blower policy to insert "reporting of incidents of a leak or suspected
leak of Unpublished Price Sensitive Information (UPSI)" in terms of SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended from time to time. The said policy is available on the Company's website at
https://www.velan hotels.com/pdf/Velan%20%20Vigil_ Mechanism_Whistle-blowerPolicy.pdf

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Code of Conduct to regulate, monitor and report trading by Insiders ("the Code") under the SEBI (Prohibition of
Insider Trading) Regulations, 2015 (The PIT Regulations) can be viewed at https ://www .velanhotels .com/pdf/

Velan%20Hotels%20-Code-of-Conduct-for-prevention-of-lnsider-Trading.pdf

The Code applies to Promoters, Members of Promoter's Group, all Directors and such Designated Employees
who are expected to have access to unpublished price sensitive information relating to the Company. The
Company Secretary is the Compliance Officerfor monitoring adherence to the PIT Regulations.

The Company has also formulated 'The Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information (UPSI)' in compliance with the PIT Regulations. The Company has also formulated
policies for the procedure of inquiry in case of leak of Unpublished Price Sensitive Information in case of leak of
UPSI and Policy for Determination of Legitimate Purposes as well, as a part of the Code of Practices and
Procedures for Fair Disclosure. This Code is displayed on the Company's website viz.

https://www.velanhotels.com/pdf/Velan%20-Code%20of%20Conduct%20&%20Procedure%20of%

20Fair%20Diclosure.pdf

All Board Directors and the designated employees have confirmed compliance with the Code.

UNPAID DIVIDEND & IEPF:

For the financial year 2023-2024, the Company was not liable to transfer any unpaid / unclaimed dividend and/or
the shares to the Investor Education & Protection Fund (IEPF)

The Shareholders are entitled to claim their shares including all the corporate benefits accruing on such shares, if
any, from the IEPF Authority by submitting an online application in Form IEPF-5and sending a physical copy of the
Form IEPF-5 duly signed by all the joint shareholders, if any, along with requisite documents enumerated in the
Form IEPF-5, to the Company's RTA. The Rules and Form IEPF-5, as prescribed, for claiming back the shares,
are available on the website of the IEPF www.iepf.gov.in. It may please be noted that no claim shall lie against the
Company in respect of share(s) transferred to IEPF according to the said Rules.

EXPLANATION OR COMMENTS ON QUALIFICATION, RESERVATIONS OR ADVERSE REMARKS OR
DISCLOSURES MADE BYTHE AUDITORAND COMPANYSECRETARY IN PRACTICE :

A. Response to Qualifications / reservations / adverse remarks / observations on Audit Report:

B. Response to comments on Secretarial Audit Report:

DETAILS OF REVISION OF FINANCIAL STATEMENT ORTHE REPORT

Your Company has not revised its financial statement or the Report in respect of any of the three preceding
financial years either voluntarily or according to the order of judicial authority.

AUDITORS & SECRETARIAL AUDITOR

> Statutory Auditors and Auditors' Report

At the 32nd AGM held on September 24,2022, the Members approved the re-appointment of M/s.Krishaan &
Co, Chartered Accountants (Firm Registration No. FRN 001453S) as the Statutory Auditors of the Company
to hold office for a second term of five consecutive years from the conclusion of the 32nd AGM till the
conclusion of the 37th AGM of the Company to audit and examine the books of account of the Company.

The Statutory Auditors confirmed to the effect that they are eligible to continue with their appointment and that
they have not been disqualified in any mannerfrom continuing as Statutory Auditors.

During the period under review, there are audit qualifications or adverse remarks in the Auditors' Report.
Management response against each of the qualification, reservation or adverse remark or observation made
in the Auditors' Report has been furnished elsewhere in the Directors' Report.

> Internal Auditors

The Internal Auditor has been conducting half-yearly audits of all operations of the Company and their
findings have been reviewed regularly by the Audit Committee. Your Directors note with satisfaction that no
material deviations from the prescribed policy and procedures have been observed.

> Secretarial Auditor and Secretarial Auditor's Report

The Board has re-appointed Mr.S.Ganesh Viswanathan, Company Secretary in Practice to conduct the
Secretarial Audit of the Company under the provisions of Section 204 of the Companies Act, 2013, the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (LODR)
Regulations, 2015, as amended. The Report of Secretarial Auditor is appended to this Report as "Annexure
A" which contains qualifications / reservations /adverse remarks / observations.

> Cost Auditor and Cost Records

According to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost
records and Audit) Rules, 2014 as amended from time to time, the Company is not required to maintain Cost
Records underthesaid rules.

> Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors or Secretarial Auditor of the Company have not reported
any frauds to the Audit Committee or the Board of Directors under Section 143(12) of the Act, including rules
made thereunder.

CREDIT RATING

During the year under review, the Company has not issued any debt instruments or any fixed deposit program or
any scheme or proposal, obtaining credit ratings does not apply to the Company.

LISTING REQUIREMENTS:

Your Company's Equity shares are listed on BSE Limited. The Listing fees have been paid to this Stock Exchange
forthe financial year2024-2025. Both depositories were paid Annual Custody Fees forthe financial year2024-25.

DETAILS OF PENDING PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
(31OF2016) DURING THE YEAR ALONG-WITH THEIRSTATUSAS THE END OF THE FINANCIAL YEAR:

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.

THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE AT THE TIME OF
ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF:

During the year under review, there were no instances of one-time settlement with any Banks or Financial
Institutions orARCs.

AUDIT COMMITTEE

During the year under review, the Audit Committee consisted of the Directors namely Mr.P. Ganesan, Mrs. M.
Sasikala, Mr.S.P. Sivanandam and Mr.Nagaraj Saveethkumar. Mr.Nagaraj Saveethkumar is the Chairman of the
Committee. The Company Secretary acts as the Secretary to the Committee.

There is no such incidence where the Board has not accepted the recommendation of the Audit Committee during
the year under review.

NOMINATION AND REMUNERATION COMMITTEE

The Board has, under the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the
policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and
policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The composition of
members and a detailed function of the same are reported elsewhere in the Annual Report.

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3)
of the Act is available at https://www.velanhotels.com/pdf/Velan%20Hotels-%20Remuneration%20Policy-on-
Selection-and-Appointment-of-Directors-and-their-Remuneration-2.pdf. The composition of members and a
detailed function of the same are reported elsewhere in the Annual Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Board has under the Section 178(5) of the Companies Act, 2013 constituted a Stakeholder Relationship
Committee to resolve the grievances of the Stakeholders of the Company. The composition of members and a
detailed function of the same are reported elsewhere in the Annual Report.

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

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013 mandates all
the workplaces to constitute an Internal Complaints Committee (ICC) for receiving complaints of sexual
harassment of women in all Ministries/Departments of Union as well as State Governments and in the private
sector too.

The Company has shut all the operations since March 2020 and all the employees have resigned during March
2020. The Company has engaged a few causal staffs, below in 10 numbers, on a temporary basis to carry out the
statutory obligation and safeguard the assets of the Company. There were no female staffs employed in the
company, either on regular or contractual basis.

As the Company has no employees in the Company’s payroll, the Company is not required to constitute Internal
Complaints Committee (ICC) as per the requirement of the prevention of sexual harassment Act. Further, the
Company management also has not received any complaints regarding sexual harassment during the year under
review.

SECRETARIAL STANDARD

The Company complies with all applicable Secretarial Standards issued by The Institute of Company Secretaries
of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the
financial year ended 31st March 2024.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3)and 134(3)(a)oftheActread with Rule 12ofChapterVII Rules of the Companies
(Management and Administration) Amendment Rules, 2020, the draft Annual Return in Form MGT-7 for the
financial year ended March 31,2024 is made available on the website of the Company and can be accessed at:
www.velanhotels.com underthe Head 'Annual Returns' in the Investor page.

BUSINESS RISK MANAGEMENT

According to Section 134 (3) (n) of the Companies Act, 2013, the Board is responsible for ensuring that risks, and
also opportunities, are identified on a timely basis and that the Company's objectives and activities are aligned
with the risks and opportunities identified by the Board. The full Board of the Company formally reviews such risks
at least annually. All proposals reviewed by the Board include a consideration of the issues and risks of the
proposal. The Board adopts practices designed to identify significant areas of business risk and to effectively
manage those risks per the Company's risk profile. Risk Management is an integral part of the Company's
business process. In your Company, risks are carefully mapped and a risk management framework is involved.

The salient features of the Risk Management Policy along with the major gist and changes therein are available on
Company's website and can be accessed at the link provided herein below: https :// www. velanhotels. com/pdf/
POLICIES/Policy%20for%20Risk%20Managment.pdf

RISK MANAGEMENT COMMITTEE:

According to the Regulation 21 of SEBI Listing Regulations, the provisions of this regulation shall be applicable to
the top 1000 listed entities as per SEBI (Listing Obligations and Disclosure Requirements), determined based on

Market capitalization, as at the end of the immediate previous financial year.

As the Company does not fall under the top 1000 listed entities, the Risk Management Committee has not been
established.

PARTICULARS OF EMPLOYEES AND DETAILS ABOUT REMUNERATION AND OTHER DETAILS AS
REQUIRED UNDER SECTION 197(12) OF THE ACT READ WITH RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A. The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of theCompany as follows :

I) The ratio of the remuneration of each Director to the median remuneration of the employees of
the Company for the financial year 2023-24:

As the Company has not resumed commercial operations yet, none of the Directors was paid any
remuneration.

ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager in the financial year:

None of the Directors was paid any remuneration. There was no increase in remuneration of the CFO
and Company Secretary during the financial year.

iii) The percentage increase in the median remuneration of employees in the financial year:

As there were no permanent employees during the period under review, not applicable.

iv) The number of permanent employees in the roles of the Company:

As of 31^st March, 2024, there were no eligible / permanent employees in the Company's payroll except
Managing Director, Executive Director, Company Secretary and Chief Financial Officer.

v) Average percentile increase already made in the salaries of employees other than the
managerial personnel in the past financial year and its comparison with the percentile increase
in the managerial remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:

Not applicable.

vi) It is affirmed that the Remuneration is as per the Remuneration policy for Directors, Key
Managerial Personnel and other employees adopted by theCompany.

B. During the year under review, there are no employees drawing remuneration of more than Rs.102 lacs per
annum or drawing remuneration of Rs.8.50 lacs per month if employed for part of the year. Hence, the
statement required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 is not appended to the report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this
Report, are available elsewhere in this report together with the Certificate from the Company Secretary in Practice
regarding compliance with the requirements of Corporate Governance as stipulated under various regulations of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CAUTIONARY STATEMENT

Risks, uncertainties or future actions could differ materially from those expressed in the Directors' Report and the
Management Discussion and Analysis Report. These statements are relevant on the date of this Report. We have
no obligation to update or revise any statements, whether as a result of new information, future developments or
otherwise. Therefore, undue reliance should not be placed on these statements.

APPRECIATION

Your Company and its Directors wish to extend their sincere thanks to Bankers, M/s.RARE Asset Reconstruction
Ltd, Central /State Governments, Local Bodies, Customers and employees at all levels of their continuous co¬
operation and assistance.

For and on behalf of the Board

E. V. Muthukumara Ramalingam

Managing Director
(DIN : 00046166)

M. R. Gautham

Place : TIRUPUR Executive Director

Date :29.08.2024 (DIN:00046187)