Advent Hotels International Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Your Directors have pleasure in submitting the Twentieth Annual Report of the Company together with the Audited Statements of Accounts for the
year ended 31^st March, 2026.

FINANCIAL RESULTS

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

Note: Figures of the previous year have been regrouped/ reclassified wherever necessary to conform to the presentation of the current year.

NATURE OF BUSINESS

The Company is engaged into Hotel and Hospitality Business.

SCHEME OF ARRANGEMENT/ CORPORATE RESTRUCTURING:

1. During the year under review, pursuant to Composite Scheme of Amalgamation and Arrangement between Valor Estate Limited (’’Amalgamated
CompanyVDemerged Company”) and Esteem Properties Private Limited (“Amalgamating Company”) and Advent Hotels International
Private Limited (Formerly known as Shiva Realtors Suburban Private Limited) (’Resulting Company”) and their respective shareholders and
creditors (“Scheme”), the Hospitality Business of Valor Estate Ltd was demerged into the Company as a separate entity. The Hon''ble National
Company Law Tribunal (“NCLT”) approved the said Scheme vide its order dated 12^th June, 2025 and became effective from 1^st July, 2025.
Pursuant to the Scheme, the status of the Private Company was converted into Public Limited Company with effect from 16^th July, 2025 as
per Certificate of Incorporation consequent upon conversion to public Company issued by the Registrar of Companies. Further, the Equity
Shares and preference shares were allotted on 1^st August, 2025 by the Company to equity shareholders and preference shareholders of
Demerged Company whose names appeared in the register of members as on record date i.e 18^th July, 2025 in accordance with the share
entitlement ratio (as more particularly set out in Scheme) i.e. 1 fully paid up equity share of INR 10 of the Company (New Equity Shares)
credited as fully paid up for every 10 equity shares of INR 10 each of the Demerged Company and 1 fully paid-up preference share of INR
10 of the Resulting Company (“Resulting Company New Preference Shares”) credited as fully paid for every 10 preference share of INR 10
each of the Demerged Company.

2. Additionally as per terms of the Scheme, the paid up capital of 8% Redeemable Preference Shares (RPS) of the Demerged Company was
reorganised by way of capital reduction and consolidation. Accordingly, the face value of each RPS was first reduced from ?10 to ?9, following
which every ten (10) RPS of face value ?9 each were consolidated into nine (9) RPS of face value ?10 each.

3. Further during the financial year 2025-26, pursuant to aforesaid Demerger scheme, the vesting and transfer of all the assets, properties and
liabilities of Esteem Properties Pvt Ltd (“Esteem”) to Company, including the immovable property held by Esteem situated at all those pieces
and parcels of lands bearing CTS Nos. 220A (part), 221 (part), 225 (part), 226(part), 227, 228 and 229 admeasuring in aggregate approxi¬
mately 21,978.22 square meters situate, lying and being at Village Sahar, Taluka Andheri, District Mumbai Suburban District.

LISTING OF THE COMPANY

Pursuant to the Composite Scheme of Amalgamation and Arrangement as mentioned above, the Company made applications to BSE Limited and
National Stock Exchange of India Limited for listing of its Equity Shares. The Company received the in-principle approvals from BSE Limited and
the National Stock Exchange of India Limited on 3^rd October, 2025 and 7^th October, 2025, respectively.

Subsequently, upon completion of all applicable formalities, the Company obtained the final listing and trading approvals from both the Stock
Exchanges on 11^th November, 2025, and the Equity Shares of the Company were listed and admitted to trading on 13^th November, 2025. The listing
of the Company''s Equity Shares on the Stock Exchanges marks a significant milestone in the Company''s journey, and accordingly, this is the first
Annual Report being presented to the Members as a listed Company.

STATE OF THE COMPANY’S AFFAIRS

The Company, through itself and its subsidiaries, owns and operates two marquee hospitality assets, namely Grand Hyatt Goa (313 keys) and
Hilton Mumbai International Airport (171 keys), aggregating 484 keys, and continued to progress its development pipeline of hotel projects in the
Delhi NCR region (in partnership with the Prestige Group) and in Mumbai.

On a consolidated basis, the Company recorded a Total Income of Rs. 39,123 lakhs for FY 2025-26 as against Rs. 36,716 lakhs in the previous
year, and a Profit After Tax of Rs. 6,539.87 lakhs for FY 2025-26 as against Rs. 2,714.13 lakhs in the previous year, reflecting the full-year impact
of the demerged hospitality business consolidating into the Company and improved operating performance across both operational hotels. On
a standalone basis, being the holding Company for its hotel-owning subsidiaries, the Company reported a loss of Rs. 328.90 lakhs for the year,
primarily on account of finance costs and corporate overheads at the standalone level.

FY 2025-26 was characterised by evolving market conditions, softer demand across select destinations and temporary disruptions to travel.
Despite these headwinds, Company delivered resilient operating performance through its subsidiaries with a disciplined commercial execution,
robust revenue management and strong operational controls. The hospitality portfolio generated total revenue of Rs. 367 crore, achieved 96.4%
of budget, while delivering GOP of Rs. 191 crore and EBITDA of Rs. 168 crore.

Hotel Performance

Grand Hyatt Goa

Grand Hyatt Goa delivered revenue of ?266.35 crore, representing 8.5% year-on-year growth. The hotel achieved occupancy of 81.1%, ADR of
?19,421 and an estimated RevPAR of ?15,874. It recorded the highest-ever occupancy of 93.4% in February 2026 and delivered an RGI of 122.3,
supported by strong weddings, premium leisure and social events.

Hilton Mumbai International Airport

Hilton Mumbai International Airport generated revenue of ?100.85 crore while maintaining industry-leading occupancy of 91.6%, ADR of ?11,679
and RevPAR of ?10,697. The hotel improved its competitive ranking to No. 2 within its competitive set and achieved an RGI of 118.8.

There has been no change in the nature of business of the Company during the year under review. A detailed analysis of the Company''s operational
and financial performance, opportunities, threats, risks and concerns is provided in the Management Discussion and Analysis Report annexed as
Annexure A to this Report.

DIVIDEND

Your Directors do not recommend dividends for the current year under review.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to its reserves.

AUTHORISED SHARE CAPITAL

Pursuant to the terms of the Composite Scheme of Amalgamation and Arrangement, during the financial year 2025-26, the authorised share
capital of the Company was increased from Rs. 20,00,000/- to Rs. 75,20,00,000/- by transfer of a portion of the authorised share capital of Valor
Estate Limited (the Demerged Company) to the Company, being the Resulting Company under the Scheme and further it was reclassified into
6,52,00,000 (Six Crores and Fifty Two Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each and 1,00,00,000 (One Crore) Preference Shares
of Rs. 10/- each.

As at 31^st March, 2026, the authorised share capital of the Company stood at Rs. 75,20,00,000/- (Rupees Seventy-Five Crore Twenty Lakhs Only),
comprising 6,52,00,000 Equity Shares of Rs. 10/- each and 1,00,00,000 Preference Shares of Rs. 10/- each.

PAID UP SHARE CAPITAL

Pursuant to Clause 20 of the Composite Scheme of Amalgamation and Arrangement, during the year under review, the existing paid-up equity
share capital of the Company comprising 20,000 Equity Shares of Rs. 10/- each aggregating to Rs. 2,00,000/- was cancelled.

Thereafter, in accordance with the terms of the Scheme, the Company allotted 5,39,42,887 Equity Shares of Rs. 10/- each, aggregating to Rs.
53,94,28,870/-, and 71,75,574 Preference Shares of Rs. 10/- each, aggregating to Rs. 7,17,55,740/-, to the eligible shareholders of the Demerged
Company in the share entitlement ratio prescribed under the Scheme.

Consequently, the issued, subscribed and paid-up share capital of the Company stood at Rs. 61,11,84,610/-, comprising 5,39,42,887 Equity
Shares of Rs. 10/- each and 71,75,574 Preference Shares of Rs. 10/- each.

PROPOSED REFINANCING BY SUBSIDIARIES

During the year under review, the Company''s subsidiaries, Goan Hotels & Realty Private Limited and BD & P Hotels (India) Private Limited,
executed a non-binding and indicative term sheet for a proposed issuance of senior, unlisted, secured, interest-bearing, redeemable non¬
convertible debentures aggregating up to ?740 crore. The proposed issuance is intended to facilitate the refinancing and consolidation of certain
existing borrowings and encumbrances at the subsidiary level. The Company had taken approval of Audit Committee and Board of Directors at its
Board meeting on 4^th February, 2026 and Shareholder approval on 16^th March, 2026. The proposed transaction remains subject to completion of
legal, financial and other due diligence, execution of definitive transaction documents and receipt of applicable approvals.

SUBSIDIARIES, ASSOCIATE COMPANIES, AND JOINT VENTURES:During the FY 2025-26, the following acquisitions/disinvestments took place:

During the previous financial year (FY 2024-25), the Company executed a Share Purchase Agreement with its erstwhile holding Company, Valor
Estate Limited, for the acquisition of 100% of the equity shares of Goan Hotels & Realty Private Limited. The acquisition was completed during the
year under review upon fulfilment of the necessary terms and conditions and completion of the transaction in accordance with the Share Purchase
Agreement. Consequently, Goan Hotels & Realty Private Limited became a wholly owned subsidiary of the Company.

In terms of the Scheme, BD and P Hotels India Private Limited, which was previously a subsidiary of Valor Estate Limited, became a subsidiary of
the Company during the financial year 2025-26. Further, pursuant to the Scheme, the hotel business undertaking of BD and P Hotels India Private
Limited was transferred to and vested in the Company.

During the financial year 2025-26, the Company acquired the entire equity share capital of Advent Convention and Hotels International Limited,
which was previously a subsidiary of Valor Estate Limited. The acquisition was undertaken to consolidate the Group''s hospitality business under a
single corporate entity, strengthen the brand identity and simplify the overall group structure.

During the Financial Year 2025-26, the Company had transferred of its entire 100 % stake in Marine Tower Properties LLP.

During the last quarter of the financial year under review, the Company proposed to divest its shareholding in Bamboo Hotel and Global Centre
(Delhi) Private Limited (“Bamboo Hotel”). The proposed divestment is intended to simplify the Group structure, reduce related party complexity
and substantially reduce the outstanding payable to Valor Estate Limited, representing the consideration payable towards the acquisition of certain
hotel companies. The proposed transaction is also expected to reduce the balance sheet overhang arising from the original acquisition funding
arrangement, enhance the Company''s financial flexibility to pursue its core operating priorities and growth initiatives, and improve earnings visibility
by eliminating the funding and development burden associated with Bamboo Hotel. Post closure of the financial year, the said proposal was
approved by the shareholders of the Company by way of a Postal Ballot conducted through remote e-voting on 19^th April, 2026.

Accordingly, as on 31^st March,2026 following are the Subsidiary / Associates and Joint Venture of the Company.

The Consolidated financial statements have been prepared in accordance with the provisions of the Companies Act, 2013, applicable Ind AS and
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, and include the financial information of its subsidiaries/associates and
joint venture entities in which your Company holds a stake. The audited financial statements of the subsidiary companies will be available for
inspection by any member at the registered office of the Company and at the Company''s website https://www.adventint.in. Copies of the audited
financial statements of the subsidiaries can be sought by any member by making a written request in this regard.

In accordance with the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, a statement containing salient
features of the financial statements of the Company''s subsidiaries, associates, and joint venture companies in Form AOC-1 is attached to the
financial statements of the Company. The statement also provides the details of the performance and financial positions of each of the subsidiaries
and associates

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review as stipulated in SEBI (Listing Obligations and Disclosure Require¬
ments) Regulations, 2015 is presented in a separate section forming part of this Annual Report as Annexure A.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

In compliance with the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Secretarial Auditors on
its compliance, forms an integral part of this report as Annexure B.

DEPOSITS:

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014 including any statutory modification(s) or re-enactment(s) for the time being in
force.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPS):DIRECTORS RETIRING BY ROTATION

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mohammed Balwa (DIN: 07939288) retires
by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

RESIGNATION OF DIRECTOR

Mr. Satish Agarwal resigned as a Non-Executive Director of the Company with effect from 21^st July, 2025, consequent upon the reconstitution of
the Board pursuant to the Scheme of Arrangement. The Board places on record its appreciation for the valuable contribution made by Mr. Satish
Agarwal during his tenure as a Director of the Company. The Company has received a confirmation from Mr. Satish Agarwal that there are no
material reasons for his resignation other than as stated above.

APPOINTMENT OF CHAIRMAN, MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER

Mr. Ajoy Mehta was appointed as Non-Executive Independent Director and Chairman of the Company with effect from 21^st July, 2025.

Mr. Rahul Pandit (DIN: 00003036) was appointed as Managing Director and Chief Executive Officer of the Company for a period of three (3) years
with effect from 14^th July, 2025 to 13^th July 2028 and is liable to retire by rotation. His re-appointment was approved by the shareholders of the
Company in the 19^th Annual General Meeting held on 24^th July, 2025.

APPOINTMENT OF INDEPENDENT DIRECTORS

During the year under review, the Company had appointed the following Independent Directors for a first term of five (5) consecutive years with
effect from 21^s July, 2025 to 20^thJuly, 2030

• Mr. Ajoy Mehta

• Mr. Rajeev RA

• Ms. Maryam Khan

APPOINTMENT OF NON-EXECUTIVE, NON-INDEPENDENT DIRECTORS

During the year, the Company had appointed the following Non-Executive, Non-Independent Directors, subject to the approval of the Members:

INDEPENDENT DIRECTORS STATEMENT

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies
Act, 2013 and Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
were placed at the Board Meeting.

In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management.
There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the
field of finance, strategy, auditing, tax, risk advisory, financial services and infrastructure and real estate industry and they hold the highest stan¬
dards of integrity.

In compliance with rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have in¬
cluded their names in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

APPOINTMENT OF KMPS

The Board of Directors, at its meeting held on 14^th July, 2025, appointed the following as the Key Managerial Personnel of the Company:

• Mr. Rahul Pandit (DIN: 00003036) as Managing Director and Chief Executive Officer;

• Mr. Amit Jain as Chief Financial Officer; and

• Mr. Chirag Sojitra as Company Secretary and Compliance Officer
COMMITTEES OF THE BOARD

The Company has Five (5) Committees of the Board which have been established as a part of the best corporate governance practices and are in
compliance with the requirements of the relevant provisions of applicable laws and statutes. The Company has following Committees of the Board
as on 31⁵¹ March, 2026:

1. Audit Committee

2. Nomination And Remuneration Committee

3. Stakeholders'' Relationship Committee

4. *Risk Management Committee

5. Corporate Social Responsibility Committee

• Since the Company did not fall under top 1000 listed entities as per Market Capitalization. Post financial year, the Board of Directors approved
to dissolve the Risk Management Committee for the time being and The Company will make sure and constitute the Risk management committee
in future, if it becomes applicable and Ranked under Top 1000 listed entities based on Market capitalisation as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The details of the composition of the committees of the Board of Directors along with the date of the meetings, attendance of the members of the
Committees, and their roles and terms of reference are stated in the Corporate Governance Report annexed to this Report.

Although the Company was not required to constitute a Corporate Social Responsibility Committee under Section 135 of the Companies Act, 2013,
the Board had voluntarily constituted the Committee as a measure of good corporate governance.

Subsequent to the close of the financial year, the Risk Management Committee was dissolved with effect from 19^th May, 2026, as the Committee
had been constituted voluntarily and the Company was not mandatorily required to constitute such a Committee under Regulation 21 of the SEBI
(LODR) Regulations, 2015.

PERFORMANCE EVALUATION OF THE DIRECTORS, COMMITTEE AND BOARD:

The performance of the Directors is evaluated on the basis of their contributions at the meetings, strategic inputs for the performance and growth
of the Company among others. The Directors have carried out performance evaluation on annual basis of Directors, Committees, and the Board.
The Nomination and Remuneration Committee of the Board has laid down the performance evaluation framework under which performance of
every Director is evaluated. The framework also provides the manner in which the Directors as a collective unit in the form of Board Committees
and the Board function and perform.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to
the Financial Statements.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into during the financial year 2025-26 with Related Parties as defined under the Companies Act and SEBI LODR
Regulations were in the ordinary course of business and on an arm''s length basis. During the year, the Company had entered into material
contracts, arrangements or transactions with related parties referred to in Section 188 of the Companies Act, are given in the Form AOC-2 annexed

as Annexure C to the Director''s Report. The necessary Related Party Transactions are periodically placed before the Audit Committee, Board as
well as Shareholders for approval, whenever applicable. Attention of Members is drawn to the disclosures of transactions with related parties set
out in Notes to the financial statements.

The policy on materiality of Related Party Transaction and also on dealing with Related Party Transaction as approved by the Audit Committee
and the Board of Directors is uploaded on the website of the Company and link for the same is https://www.adventint.in/investorPdfs/Policies/
Advent RPT Policy 1.pdf

STATUTORY AUDITORS

The Members, at their 18th Annual General Meeting held on 30^th September, 2024, has been appointed M/s. Mehta Chokshi & Shah LLP,
Chartered Accountants (firm registration no. 106201W/W100598) as the Statutory Auditors of the Company, to hold office for a term of five years
from the conclusion of 18^th Annual General Meeting till the conclusion of the 23^rd Annual General Meeting to be held in the financial year 2028-29
on such remuneration as may be determined by the Board of Directors.

AUDITORS’ REPORT AND AUDIT OBSERVATION:

The Auditor''s Report given by M/s. Mehta Chokshi & Shah LLP, Chartered Accountants (Firm Registration No. 106201W/W100598), Statutory Au¬
ditors on Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2026 forms part of the Annual
Report. The Auditor''s Report does not contain any qualification, reservation or adverse remark or disclaimer or modified opinion. The Audit Report
contains Emphasis of Matter on certain matters, whereby Auditors have drawn attention of members on certain Notes, which are self- explanatory.

INTERNAL AUDITOR

During the Financial Year 2025-26, the Company had appointed M/S JMT & Associates, Chartered Accountants for Internal Audit of the Company.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Person¬
nel) Rules, 2014, the members of the Company at its 19^th Annual General Meeting held on 24^th July, 2025 had appointed M/s. V.M. Kundaliya &
Associates, Practicing Company Secretaries (Firm Registration no. S2012MH183100) as the Secretarial Auditor of the Company, for a term of five
consecutive years from financial year 2025-26 to financial year 2029-30. Accordingly, M/s. V.M. Kundaliya & Associates has conducted secretarial
audit of the Company for the FY-2025-26. The Company has provided all assistance and facilities to the Secretarial Auditor for conducting their
audit. The Report of Secretarial Auditor for the FY-2025-26 is annexed to this report as Annexure D. The said report does not contain any adverse
observation or qualification or modified opinion except there is Delay in submission of Financial Results since Board Meeting was not held within
due date for the Quarter and Half Year ended September 30, 2025 as details summarised under.

The Company was listed on the Stock Exchanges on 13^th November 2025, pursuant to a Composite Scheme of Amalgamation and Arrangement as
approved by Hon''ble NCLT, Mumbai vide its Order dated 12^th June, 2025. Based on a bona fide interpretation of Regulation 33(3)(j) of SEBI LODR
and legal advice received during the listing process, it was advised that the21-day timeline for submission of financial results was applicable to it
(or the standard timeline of 45 days from the end of the quarter, whichever is later). Subsequently, the Exchange(s), vide communication received
on 17^th November 2025, clarified that the said benefit applies only to entities listed pursuant to an IPO and not through a scheme of arrangement.
Upon receipt of the clarification, the Company immediately convened the Audit Committee and Board meetings, and the financial results were
approved and submitted to the Stock Exchange(s) on 28^th November 2025. The delay was unintentional and occurred solely due to the aforesaid
bona fide interpretational issue. A detailed explanation in this regard was submitted to the Stock Exchange(s) vide the Company''s letter dated 17^th
December 2025.

Also, the Secretarial Audit Report for the FY 2025-26 of Goan Hotels and Realty Private Limited, material unlisted subsidiary of the Company, form
part of this report as Annexure D1. The said report does not contain any adverse observation or qualification or modified opinion.

The Secretarial Audit Report for the FY 2025-26 of BD and P Hotels (India) Private Limited, material unlisted subsidiary of the Company form
part of this report as Annexure D2. The said report does not contain any adverse observation or qualified opinion except the Company had not
appointed whole time key managerial person during the financial year and further due to cessation of Mr. Mahesh Gandhi as a independent direc¬
tor on 14^th August, 2025, the Company had not appointed the Independent Director in place of Mr Mahesh Gandhi at the immediate next Board
meeting or within three months from the date of such cessation, whichever is later, consequent to this, the composition of Audit Committee and
Nomination and Remuneration Committee was not in compliance. However during the financial year, the Company had appointed Mr. Ajoy Mehta
as a Independent Director with effect from 4^th February, 2026 and post financial year, the Company had appointed full time key managerial person
i.e Mr. Mohammed Balwa as Managing Director and Mr. Amit Jain as Chief Financial Officer of the Company with effect from 19^th May, 2026 and
and consequent to this, composition of Audit Committee and Nomination and Remuneration Committee was in compliance with requirements
prescribed under Section 177 and Section 178 of Companies Act 2013.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:

In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI
circulars issued from time to time, the Business Responsibility and Sustainability Report for the financial year ended 31 ^st March, 2026 is not
applicable to the Company.

MAINTENANCE OF COST RECORDS UNDER SECTION 148(1) OF THE COMPANIES ACT, 2013:

The maintenance of cost records as specified under Section 148(1) of the Companies Act, 2013 is not applicable to the Company as the Company
does not fall under the criteria for which such records are required to be maintained.

The Company has an adequate system of internal control to safeguard and protect its assets from loss, unauthorized use, or disposal. The
Company is compliant with all the applicable accounting standards (viz. Ind AS) for properly maintaining the books of accounts and reporting
financial statements. The Company continues to ensure proper and adequate systems and procedures commensurate with the size and nature of
its business. Your Directors have also appointed a professional firm to examine the adequacy of these controls and the work of designing controls,
documenting the risk control matrix for each area of business operation and their implementation.

During the year under review, no material or serious observations have been given by the Statutory Auditors and the Internal Auditors of the
Company on the inefficiency or inadequacy of such controls, and the Internal Financial Controls concerning financial statements as designed and
implemented by the Company are adequate.

REMUNERATION POLICY:

The Nomination and Remuneration Policy provides for the appropriate composition of Executive, Non-Executive, and Independent Directors on
the Board of Directors of your Company along with criteria for appointment and remuneration including determination of qualifications, positive
attributes, independence of Directors, and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013. The
remuneration of the Directors shall be in accordance with the Nomination and Remuneration Policy of your Company.

The Nomination and Remuneration Policy of your Company is placed at https://www.adventint.in/investorPdfs/Policies/Advent Nomination
Remuneration Policy.pdf

VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for the directors and employees to report
genuine concerns has been established. The policy comprehensively provides an opportunity for any employee/director of the Company to
raise any issue concerning infringement of laws, accounting policies, or any act resulting in financial or reputational loss and misuse of office or
suspected or actual fraud. The policy provides a mechanism for reporting such concerns to the Audit Committee through specified channels.

The Vigil Mechanism Policy has been uploaded on the website of the Company at https://www.adventint.in/investorPdfs/Policies/Advent Whistle
Blower Policy.pdf

FRAUD REPORTING:

During the year under review, no instances of fraud were reported by the Statutory Auditors and Secretarial Auditors of the Company.

RISK MANAGEMENT POLICY:

The Board of Directors reviews the risk management policy from time to time and the said policy aims at enhancing shareholders'' value and
achieving an optimum risk-reward trade-off. The risk management approach is based on a clear understanding of the variety of risks that the
organization faces, disciplined risk monitoring and measurement, and continuous risk assessment and mitigation.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As per the provisions of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee constituted by the Board of
Directors exists. The CSR Policy is available on the website of the Company at https://www.adventint.in/investorPdfs/Policies/Advent CSR Policy.
pdf. Based on the Company''s standalone net worth, turnover and net profit for the immediately preceding financial year, the thresholds prescribed
under Section 135(1) of the Companies Act, 2013 were not triggered and, accordingly, the provisions relating to CSR spending, annual CSR action
plan and disclosure in Form CSR-2 were not applicable to the Company for the financial year 2025-26. The Company has, however, constituted
the CSR Committee as a governance measure in view of its listed status, and the applicability of Section 135 will continue to be reviewed each
year based on the Company''s financial parameters.

ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the financial year ended 31^st March, 2026 is
available on the website of the Company at https://www.adventint.in under the section ‘Investor Relation''.

NUMBER OF BOARD MEETINGS DURING 2025-26:

The Board met Nine (9) times during the financial year 2025-26 and the details are mentioned in the Corporate Governance Report which is
annexed to the Directors Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2026, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;

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 as on 31^st March, 2026 and of the loss of the Company for the
year ended on that date;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the
Companies Act, 2013 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 that such internal financial controls are adequate and were
operating effectively.

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

FAMILIARIZATION PROGRAMS FOR INDEPENDENT DIRECTORS:

The various programs undertaken for familiarizing Independent Directors with the functions and procedures of the Company are disclosed in the
Corporate Governance Report, which forms part of this Annual Report.

DIVIDEND DISTRIBUTION POLICY

The Board has adopted a Dividend Distribution Policy, which is available on the website of the Company at https://www.adventint.in/investorPdfs/
Policies/Advent Divident Distribution Policy.pdf

SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India.

STATUTORY DISCLOSURES:

Conservation of Energy, Technological Absorption, Foreign Exchange Earnings and Outgo

Your Company is not covered by the schedule of industries which are required to furnish the information pursuant to Section 134(3)(m) of the
Companies Act, 2013 read with Rule (8) of the Companies (Accounts) Rules, 2014.

The Company has not imported any technology or carried out any business of export or import and therefore the disclosure requirement against
technology absorption are not applicable. The details of Foreign Exchange earnings and outgo are as under:

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure E to this Report. The
information required pursuant to Section 197 of the Companies Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of the Company is available for inspection by the Members at registered office of the
Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining
a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

The Company affirms that the remuneration paid to its Directors, Key Managerial Personnel and other employees during the year under review is
as per the Remuneration Policy of the Company.

DISCLOSURE ON DIRECTORS NOT DEBARRED OR DISQUALIFIED:

None of the Directors of the Company are debarred or disqualified from being appointed or continuing as Directors of the Company by the
Securities and Exchange Board of India, the Ministry of Corporate Affairs or any such other Statutory Authority, in terms of Regulation 34(3) read
with Schedule V of the SEBI Listing Regulations.

DUES TO MICRO AND SMALL ENTERPRISES:

Details of dues, if any, to Micro and Small Enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006, along
with interest thereon, if any, remaining unpaid as at the end of the year, are given in the notes to the Financial Statements forming part of the
Annual Report.

DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, PURSUANT TO SECTION 134 READ WITH RULE 8 OF
COMPANIES (ACCOUNTS) AMENDMENT RULES, 2021:

There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016
DISCLOSURE ON ONE-TIME SETTLEMENT WITH BANKS OR FINANCIAL INSTITUTIONS:

During the financial year under review, there were no instances of one-time settlement with any bank or financial institution.

The Company has complied with the provisions relating to the constitution of Internal Complaint Committee (“ICC”) as required under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the
constitution of ICC.

Neither were any complaints filed during FY 2025-26 under the provisions of the said Act, nor were any complaints outstanding as at the beginning
and end of the year under review as details mentioned below.

MATERNITY BENEFIT COMPLIANCE

The Company confirms that, as on 31.03.2026, it did not have any female employees on its payroll. Therefore, the provisions of the Maternity
Benefit Act, 1961, and the rules made thereunder, were not applicable to the Company during the financial year ended on that date.

OTHER DISCLOSURES:

Your Company has not issued any shares with differential voting rights. Your Company has not issued any sweat equity shares.

The Company has not introduced any Employee Stock Option Scheme during the year under review.

The Company has not undertaken any buy-back of its securities during the year under review.

Since no dividend was declared or paid by the Company during the year under review, the provisions relating to transfer of unclaimed/unpaid
dividend and corresponding shares to the Investor Education and Protection Fund under Section 125 of the Companies Act, 2013 are not applicable
to the Company.

There was no revision in the financial statements.

There were no material changes or commitments affecting the financial position of the Company between the financial year end and date of this
report.

There were no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital
and Debentures) Rules, 2014 has been furnished.

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s
operations in future.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation to the Banks, Financial Institutions, Government Authorities, customers and other business
associates for their support and co-operation and wish to place on record their gratitude to the shareholders and the investors for their trust, support
and confidence in the Company. The Board also places on record its appreciation for the dedication displayed by employees at all levels.

For and on behalf of the Board of Directors
Advent Hotels International Limited

(formerly known as Shiva Realtors Suburban Private Limited)

Place: Mumbai
Dated: 19^th May, 2026

Rahul Pandit Arshad Balwa

Managing Director and CEO Director

(DIN: 00003036) (DIN: 07931019)