Brigade Hotel Ventures Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

The Board of Directors present the Tenth Board’s Report of Brigade Hotel Ventures Limited (''the Company’ or ''BHVL’) together with the Audited Financial Statements (Consolidated and Standalone) for the year ended March 31, 2026. At the outset we thank all the shareholders who have reposed confidence in us by participating in the Initial Public Offering of the Company.

Company Overview:

Brigade Hotel Ventures Limited is in the business of development and operation of hotels. The Company is a subsidiary of Brigade Enterprises Limited. There is a total of 9 operating hotels, of which 8 of them are in the Company and 1 hotel is in SRP Prosperita Hotel Ventures Limited, Subsidiary of the Company.

Financial Highlights:

The performance of the Company for the financial year ended March 31, 2026 is summarized below:

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Total Income	47,396	40,579	54,344	47,068
Operating Expenditure	30,830	26,545	35,113	30,381
Earnings before Interest, Depreciation & Amortization	16,566	14,034	19,231	16,687
Depreciation & Amortization	4,748	4,275	5,439	4,980
Finance Costs	4,815	6,571	5,153	7,256
Profit before share of profit of joint venture	7,003	3,188	8,639	4,451
Profit before exceptional items & tax	7,003	3,188	8,639	4,451
Exceptional items - Reversal of impairment loss on investments	3,000	-	-	-
Profit before tax	10,003	3,188	8,639	4,451
Tax expense
- Current tax	-	-	-	-
- Deferred tax charge/(credit)	1,771	1,516	2,180	2,085
Total tax expense	8,232	1,672	6,459	2,366
Profit for the year
Other comprehensive income	1	(35)	4	(34)
Total comprehensive income for the year	8,233	1,637	6,463	2,332
Total comprehensive income/(loss) attributable to:
Equity holders of the parent	NA	NA	5,849	1,984
Non-Controlling interests	NA	NA	614	348

Financial Overview:

During the year, the consolidated revenue of the Company was at 154,344 Lakhs as compared to 147,068 Lakhs during the previous year, an increase of 15%. On a standalone basis, the total revenue of the company for the year 2025-26 stood at 147,396 Lakhs as compared to 140,579 Lakhs in the previous financial year, an increase of nearly 17%. The growth was led by occupancy gains and increase in the average room rates (ARR) across hotels operated by the Company.

The ARR of the hotels of the company has increased by 11%. Our portfolio’s occupancy rate remained at 76.1% for the FY2025-26 remains nearly at the previous year level amid softer travel demand and elevated airfares. F&B was impacted by gas supply constraints. RevPAR for our portfolio saw a growth of 10% over the previous financial year.

Operational Review:

The Financial Year 2025-26 was a year of steady and encouraging progress for India’s hospitality and tourism sector, driven by strong domestic demand and the industry’s ability to navigate disruptions without losing momentum. This resilience came despite turbulence in global markets ranging from economic slowdowns and geopolitical challenges to cautious investor sentiment while international arrivals remained somewhat uneven.

Your Company is the second largest owner of chain-affiliated hotels and hotel rooms in South India and is backed by 40-Year Foundation and financial strength of Brigade Enterprises Limited (BEL).

The Company along with its subsidiary has a total of 9 operating hotels located in Bengaluru, Mysuru, Chennai, Kochi and GIFT City and has a total of 1604 keys which are operational as on March 31, 2026. We align branding and positioning of our hotels with the characteristics of each location, catering to preferences and expectations of our target customers. The average occupancy during the year was 76%.

For the financial year 2025-26, we are pleased to report strong double-digit growth in revenue and a 174% increase in PAT, driven by sustained improvement in both ARR and RevPAR across our portfolio.

Looking ahead, the Company plans to expand its footprint through the development of 9 additional hotels comprising approximately 1,700 keys. This strategic expansion is intended to strengthen and diversify its portfolio across both corporate and leisure segments. During the year, the Company has progressed with land arrangements for these upcoming projects.

A detailed information of ongoing and upcoming projects as on March 31, 2026 has been given in the Management Discussion and Analysis Report which forms part of the Annual Report.

Appropriations:

I. Transfer to Reserves:

To augment resources, the Company has not transferred any amount to General Reserves during the financial year 2025-26.

Ii. Dividend:

For the Financial Year ended March 31, 2026, the Board of Directors have not recommended any dividend. However, Company has adopted the Dividend Distribution Policy of the Company pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time which is available on the Company’s website at: https://bhvl.in/wp-content/ uploads/2025/07/A11.-Dividend-Distribution-Policy. pdf

Initial Public Offering & Listing of Equity Shares of the Company:

During the year under review, your Company has successfully completed the Initial Public Offering (''IPO’) comprising a fresh issue of 8,44,12,565 Equity Shares aggregating up to 175,960 Lakhs. The issue opened on July 24, 2025 and closed on July 28, 2025. The equity shares were issued at a price of 190/- per equity share (including a premium of

180/- per equity share). The equity shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited with effect from July 31, 2025.

Subsidiaries and Joint Ventures:

The Company has one subsidiary, namely SRP Prosperita Hotel Ventures Limited. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (''Act’) as on March 31, 2026.

Material Subsidiary:

In accordance with Regulation 16 of the Listing Regulations, SRP Prosperita Hotel Ventures Limited, unlisted subsidiary has been identified as a material subsidiary of the Company. This subsidiary owns and operates the 5-star hotel at Chennai known as Holiday Inn Chennai OMR IT Expressway. The Company is in due compliance of the applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to this material subsidiary.

The Board of Directors of the Company has adopted a Policy for determining material subsidiaries in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is available at Company’s website at: https://bhvl.in/wp-content/uploads/2025/07/ A9.-Policy-for-determining-Material-Subsidiaries.pdf

Financial Statements of Subsidiary:

The consolidated financial statements of the Company for the year 2025-26 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (''the Act'') including Indian Accounting Standards specified under Section 133 of the Companies Act, 2013. The audited consolidated financial statements together with the Auditors’ Report thereon form part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Statement containing salient features of the financial statements of the Subsidiary Company in the prescribed Form AOC-1 is appended as Annexure-1 to this report.

Audited financial statements together with the related information and other reports of the subsidiary Company is available on the website of the Company at: https://bhvl. in/investors/regulation-46/subsidiary-financials/

Deposits:

The Company has not accepted any deposits from the public covered under provisions of Section 73 of the Companies Act, 2013 and the Rules framed thereunder during the year under review and no amount of principal or interest was outstanding as on the Balance Sheet date.

Share Capital:

The authorised share capital of the Company is 1450,00,00,000/- divided into 45,00,00,000 equity shares of 110/- each. The issued, subscribed and paid-up equity share capital of the Company is 1379,84,25,650 divided into 37,98,42,565 equity shares of 110/- each.

The changes in the issued, paid up and subscribed share capital during the year are as follows:

• Allotment of 1,40,00,000 (One Crore forty Lakh) fresh equity shares of 110/- each at a premium of 180/- per share on a preferential basis on July 2, 2025.

• Allotment of 8,44,12,565 (Eight Crore forty four Lakh twelve thousand five hundred and sixty five) fresh equity shares of 110/- each at a premium of 180/- per equity share pursuant to Prospectus dated July 28, 2025 in the Initial Public Offering (IPO) of the Company.

During the year under review, the Company has not issued shares with differential voting rights or sweat equity shares.

Utilisation of Ipo Proceeds:

The Company confirms that during the financial year under review, there was no deviation or variation in the utilization of proceeds raised through IPO from the objects as stated in the Prospectus dated July 28, 2025. This confirmation is pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. The Company has confirmed this on a quarterly basis to the Stock Exchanges after the same are reviewed by the Audit Committee and Board. The report of the monitoring agency in this regard has also been furnished to the Stock Exchanges on a quarterly basis.

The details of actual utilization of IPO proceeds for the year under review have been given in the section of Corporate Governance Report included within this Annual Report.

The details of the statement of deviation and variation pursuant to Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also available on the website of the company at: https://bhvl.in/investors/ regulation-46/statements-of-deviation-or-variation/

Depository System:

The Company''s equity shares are tradable only in electronic form. As on March 31, 2026, 100% of the Company’s total paid up equity share capital representing 37,98,42,565 shares are in dematerialised form.

Debentures:

During the year under review, the Company has not issued any Debentures. As on date, the Company does not have any outstanding Debentures.

Corporate Governance Report:

Your Company is committed to strong corporate governance practices that enhance investor confidence, mitigate risks, and support long term sustainability. The Board of Directors reaffirms its continued dedication to upholding high standards of governance.

The Company is in due compliance of the requirements of Corporate Governance as stipulated as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The compliance status is provided in the Corporate Governance section of the Annual Report. A certificate issued by M/s. ASR & Co., Company Secretaries (Firm Reg No.: P2015KR061600) under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming compliance of the conditions of Corporate Governance, is attached to the Corporate Governance Report.

Directors and Key Managerial Personnel:

Board of Directors:

The Board of Directors of the Company is chaired by the NonExecutive Chairman and comprises seven other Directors as on March 31, 2026, including one Managing Director, four Independent Directors (including one Women Director) and two Non-Executive Non-Independent Director.

As on March 31, 2026, the Board consists of the following eminent individuals:

Sl. No.	Name of the Director	Director Identification Number (DIN)	Designation
1.	Mr. M R Jaishankar	00191267	Chairman and NonExecutive Director
2.	Ms. Nirupa Shankar	02750342	Managing Director
3.	Mr. Amar Shivram Mysore	03218587	Non-Executive Director
4.	Mr. Vineet Verma	06362115	Non-Executive Director
5.	Mr. Bijou Kurien	01802995	Non-Executive Independent Director
6.	Mr. Anup Shah	00317300	Non-Executive Independent Director
7.	Ms. Jyoti Narang	00351187	Non-Executive Independent Director
8.	Mr. Nakul Anand	00022279	Non-Executive Independent Director

The composition of the Board of Directors is in due compliance of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, Mr. M R Jaishankar (DIN: 00191267) was appointed as an Additional Director on the Board of Directors of the Company with effect from December 16, 2025 in the category of Non-Executive Chairman of the Board.

The appointment was duly approved by the Members through Postal Ballot on March 5, 2026.

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Amar Shivram Mysore (DIN: 03218587), Director is liable to retire by rotation at the ensuing Tenth Annual General Meeting and being eligible has offered his candidature for re-appointment.

Your Company has received declarations from all the Independent Directors of your Company confirming that:

(a) they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI Listing Regulations; and

(b) they have registered their names in the Independent Directors’ Databank.

The Notice convening the Tenth Annual General Meeting includes the proposals for the re-appointment of the Directors, Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of the Companies in which they hold directorship/ membership/ chairmanship of the Board or Committees, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards 2 issued by the Institute of Companies Secretaries of India have been provided as an annexure to the Notice convening the Tenth Annual General Meeting.

None of the Directors of the Company are disqualified under Section 164(1) and Section 164(2) of the Companies Act, 2013.

Key Managerial Personnel:

There were no changes in the Key Managerial Personnel during the financial year. Ms. Nirupa Shankar, Managing Director, Mr. Ananda Natarajan, Chief Financial Officer and Ms. Akanksha Bijawat, Company Secretary & Compliance Officer are the Key Managerial Personnel in accordance with the provisions of Section 203 of the Companies Act, 2013.

Board Meeting:

Regular meetings of the Board are held to review performance of the Company, to discuss and decide on various business strategies, policies and other issues. During the Financial Year 2025-26, the Board of Directors met 10 (Ten) times. The gap between two board meetings was within the time prescribed under the Act and SEBI

Listing Regulations. The details of the meetings held have been given in the Corporate Governance Report included within this Annual Report.

Company’s Policy on Directors’ Appointment and Remuneration:

The primary responsibility of the Nomination and Remuneration Committee (NRC) is to identify and nominate suitable candidates for Board membership. The Committee also formulate policies relating to the remuneration of Directors, Key Managerial Personnel, and Senior Management Personnel of the Company.

The Committee, while evaluating potential candidates for Board membership, considers a variety of personal attributes, including experience, intellect, foresight, judgment and transparency, and match these with the requirements set out by the Board. The basic responsibilities of NRC with regard to Directors’ appointment are as follows:

• Recommending desirable changes in Board size, composition, Committee structure and processes, and other aspects of the Board’s functioning.

• Formulating criteria for determining qualifications, positive attributes, and Independence of a Director.

• Conducting search and recommending new Board members in light of resignation of current members or a planned expansion of the Board.

• Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

The Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel is available on the website of the Company at: https://bhvl.in/wp-content/ uploads/2024/10/remuneration-policv-21102024.pdf

Remuneration Details of Directors, Key Managerial Personnel and Employees:

Disclosures pertaining to remuneration and other details as 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 are provided in the prescribed format in Annexure-2 to this Report.

The details of employees who are in receipt of remuneration exceeding the limits prescribed under Section 134 of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-3. In terms of Section 136(1) of the Companies Act, 2013 and the Rules made there under, the Annual Report is being sent to the shareholders and others entitled thereto excluding

the aforesaid Annexure. Any shareholder interested in obtaining the same may write to the Company Secretary & Compliance Officer.

Familiarisation Programme for Independent Directors:

The familiarisation programme conducted annually has been effective in enabling newly appointed Directors to discharge their roles and responsibilities with clarity, while developing an understanding of applicable regulatory provisions and operational processes. Through a structured combination of orientation programmes, training workshops and interactive sessions, Directors are provided with comprehensive insights into the Company’s values, mission, operations and governance framework. The programme is aligned with the requirements of the Companies Act, 2013 and other applicable regulations. It, inter alia, includes an overview of the real estate industry, the Company’s business model, key risks and opportunities, quarterly updates on significant regulatory developments, and the nomination of Directors for relevant training programmes. Details of the familiarisation programme are set out in the Corporate Governance Report and are also available on the Company’s website at: https://bhvl.in/investors/corporate-governance/policies/

Board Evaluation:

An annual performance evaluation of the Board, its Committees and individual Directors was carried out in accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Board, in consultation with the Nomination and Remuneration Committee, adopted the criteria and framework for the evaluation process. The assessment was conducted through structured

online questionnaires covering key aspects such as Board composition, roles and responsibilities, quality of information, effectiveness of meetings, governance practices, risk management, succession planning and individual Director contributions.

Committee evaluations were undertaken with reference to their respective terms of reference, while the performance of the Chairman and Managing Director was assessed on leadership, strategy, communication and engagement with the Board. Independent Directors were evaluated by the entire Board, and they separately evaluated the Chairman, the Board and the Non Independent Directors.

The Independent Directors expressed satisfaction with the transparency and robustness of the evaluation process. A consolidated report was presented to the Chairperson of the Nomination and Remuneration Committee and subsequently discussed by the Board Chairperson with each Director, with action points identified for further improvement.

Board Committees

In terms of the requirements of the SEBI Listing Regulations, the Board has constituted Audit Committee, Stakeholders’ Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee and Committee of Directors. Details of each of these committees outlining their composition, terms of reference and meetings held during FY26, are outlined in the Corporate Governance Report forming part of this Report. During FY26, recommendations made by the Committees to the Board of Directors were accepted by the Board, after due deliberation.

Directors’ Responsibility Statement:

The Board of Directors hereby confirms that:

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

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2026 and of the profit of the company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rules framed thereafter, M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 101049W/E300004), were appointed as the Statutory Auditors of the Company for a further period of 5 years i.e., from the conclusion of the Sixth Annual General Meeting held on July 28, 2022 till the conclusion of Eleventh Annual General Meeting of the Company. The Statutory Auditors have confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company.

There are no qualifications or adverse remarks in the Statutory Auditor’s Report on the financial statements for the year ended March 31, 2026 which requires any explanation from the Board of Directors.

Secretarial Auditors:

M/s. ASR & Co., Practicing Company Secretaries (Firm Reg No.: P2015KR061600) have carried out the Secretarial Audit for the financial year 2025-26 and their report in Form no. MR-3, is annexed with this Report as Annexure - 4. There were no qualification / observations in the report.

As per Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations 2015, the Board of Directors, at its meeting held on January 28, 2026, based on the recommendation of the Audit Committee, has considered and approved the appointment of M/s. ASR & Co., Practicing Company Secretaries (Firm Reg No.: P2015KR061600), as Secretarial Auditors of the Company for the financial years 2026-27 to 2030-31. This appointment is subject to the approval of the shareholders at the ensuing Annual General Meeting. The remuneration shall be as mutually agreed upon between the Board and the Secretarial Auditors from time to time.

M/s. ASR & Co. have confirmed that they are not disqualified from being appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria.

For further details on the proposed appointment of the Secretarial Auditors, please refer to the Notice of the AGM.

Further, in terms of Regulation 24A of the Listing Regulations, the Secretarial Audit Report of SRP Prosperita Hotel Ventures Limited, the unlisted material subsidiary is provided in Form no. MR-3 by the practicing company secretary, forms part of the Boards’ Report as an annexure.

Secretarial Standards:

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section, which forms part of this Annual Report.

Business Responsibility and Sustainability Report (BRSR):

In line with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which mandates the top 1,000 listed companies by market capitalization to publish a Business Responsibility and Sustainability Report (BRSR). The Business Responsibility and Sustainability Report for the financial year 2025-26 is annexed to this Annual Report.

Particulars of Loans, Guarantees or Investments:

The particulars of loans given, investments made, securities provided and guarantees given as required under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014 are disclosed as notes of the standalone financial statements.

Particulars of Contracts or Arrangements with Related Parties:

During the year under review, all contracts/arrangements/ transactions entered by the Company with related parties were in the ordinary course of business and on arm’s length basis.

Further, there are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large.

Members may refer to Note 29 of the Standalone Financial Statement which sets out Related Parties Disclosures pursuant to Ind AS. The Company’s policy on dealing with Related Parties as approved by the Board is available on the Company’s website at: https://bhvl.in/wp-content/ uploads/2026/02/Policv-on-Related-Partv-Transactions. pdf

Internal Financial Control System:

Your Company has in place adequate internal financial controls with reference to the financial statements. As per Section 134 of the Companies Act, 2013, the term ''Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring:

a) orderly and efficient conduct of its business,

b) adherence to company’s policies,

c) safeguarding of its assets,

d) prevention and detection of frauds and errors,

e) accuracy and completeness of the accounting records, and

f) timely preparation of reliable financial information.

The Company’s internal financial controls are adequate considering the size, scale and nature of the Company’s business operations. The Audit Committee reviews the effectiveness of controls documented as part of IFC framework and oversee implementation of necessary corrective and preventive actions wherever required. The controls were tested during the year and no reportable material weaknesses identified either in their design or operations of the controls were observed.

Whistle Blower Policy/Vigil Mechanism:

The Company has in place a robust Vigil Mechanism and Whistle-blower Policy in line with the provisions of the Act and the Listing Regulations for observing the conduct of Directors and employees and report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of conduct to the Ethics Committee members or the Chairman of the Audit Committee.

This mechanism also provides for adequate safeguards against victimization of Director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The details of the Whistle Blower Policy and the Committee which oversees the compliance are explained in detail in the Corporate Governance Report.

There were no complaints received during the financial year 2025-26.

Prevention of Sexual Harassment at Workplace:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to

sexual harassment of women at workplace. The Company has constituted Internal Committee(s) (ICs) to redress and resolve any complaints arising under the POSH Act. Training/ awareness programmes are conducted throughout the year to create sensitivity towards ensuring a respectable workplace. During the year under review, no complaints were filed under POSH Act.

Compliance with the Provisions Relating to the Maternity Benefit Act, 1961:

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.

Risk Management:

The Board of Directors is responsible for establishing appropriate policies for monitoring and evaluating the Company’s risk management systems. These systems are reviewed regularly at Board meetings, and the internal audit function supports the Board in carrying out this evaluation.

Identified business risks are periodically reviewed, and comprehensive action plans are formulated to mitigate such risks. The implementation of these mitigation measures is closely monitored, and key risks along with corresponding mitigation actions are placed before the Board of Directors at regular intervals.

Corporate Social Responsibility:

The provisions relating to Corporate Social Responsibility are applicable to the Company as on March 31, 2026. The details are provided in the prescribed format and appended as Annexure-5 to this Report.

Annual Return:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 for the year ended March 31, 2026 is available on the website of the Company at: https://bhvl.in/investors/ regulation-46/annual-return/

Code of Conduct:

Your Company has in place a Code of Conduct which helps to maintain high standards of ethics for the Company’s employees.

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

The Company has adopted a Code of Conduct which applies to all its Directors and employees in terms of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Board Members and the Senior Management Personnel of your Company have affirmed their compliance with the Code of Conduct for the current year.

A declaration signed by the Managing Director and Chief Financial officer affirming compliance of the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2025-26 is annexed and forms part of the Corporate Governance Report.

Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading (''Code’) in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 with a view to regulate trading in securities by the Directors, designated employees of the Company. The objective of this Code is to protect the interest of Shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors and Designated Persons.

The Code requires pre-clearance for dealing in the Company’s shares for all transactions by Directors and designated employees (together called Designated Persons) and prohibits the purchase or sale of Company’s securities by Designated Persons while in possession of unpublished price sensitive information in relation to the Company. Further, trading in securities is also prohibited for Designated Persons during the period when the Trading Window is closed. The Company Secretary is responsible for implementation and monitoring of the Code.

The Company also has in place a Code for practices and procedures for fair disclosure of unpublished price sensitive information which is available on the website of the Company at: https://bhvl.in/wp-content/uploads/2024/10/ code-for-prevention-of-insider-trading-21102024.pdf

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings & outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is appended as an Annexure-6 to this report.

Human Resources:

At BHVL, we firmly believe that its people are its greatest asset and a key driver of sustained growth and service excellence. The hospitality industry is inherently people-

centric, and the Company continues to invest in building a highly skilled, motivated, and customer-focused workforce to deliver exceptional guest experiences.

The total permanent employee strength of the Company, at the end of FY i.e., March 31, 2026 was 1,279. The overall strength of employees at group level including both permanent and contractual employees was 1,532. The workforce comprises a balanced mix of experienced professionals and young talent across operations, culinary, front office, sales, and support functions. The Company maintains optimal staffing levels across corporate office and all properties to ensure efficient operations while upholding high service standards.

The Company fosters a positive work culture, a culture of collaboration, inclusivity, and performance excellence. Various employee engagement initiatives are undertaken throughout the year, including recognition programmes, team-building activities, and employee welfare events to boost morale and strengthen organisational culture.

The Company is committed to promoting diversity and inclusion across its workforce. Equal opportunities are provided to all employees irrespective of gender, background, or experience. Efforts continue to enhance gender diversity, particularly in operational roles within hotel properties.

Your Company has in place Code of Ethics for all the employees which serves as a common guide to employees and decision makers in the organisation. It specifies how the organisation expects its employees to behave, what kind of behavior it considers acceptable or unacceptable, the kind of business practices it endorses, the values that it holds in high regard.

The health, safety, and well-being of employees are of paramount importance. The Company ensures compliance with applicable labour laws and safety standards across all properties. Various measures are implemented to provide a safe and healthy working environment, including:

• Workplace safety protocols

• Regular health check-ups and wellness initiatives

• Employee assistance and support programmes

Awards and Recognitions:

As on date of this report, your Company has received numerous awards and accolades which were conferred by reputable organizations. The details of the awards and recognitions are set out in the Management’s Discussion and Analysis Report forming part of this Report.

Additional Information to Shareholders:

All important information such as financial results,

investor presentations, press releases and updates are

made available on the Company’s website https://bhvl.in/

investors/ on a regular basis.

Disclosures:

a) No frauds were reported by the Auditors as specified under Section 143 of the Companies Act, 2013 for the financial year ended March 31, 2026.

b) There are no Corporate Insolvency proceedings initiated against the company under Insolvency and Bankruptcy Code, 2016.

c) There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

d) There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year till the date of this report.

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

f) There are no differential voting rights shares issued by the Company.

g) Ms. Nirupa Shankar, Managing Director of the Company has received remuneration/ commission from the Holding Company.

h) There were no sweat equity shares issued by the Company.

i) Maintenance of cost records and requirements of cost audit as prescribed under the provisions of section 148 (1) of the Companies Act 2013 are not applicable for the business activities carried out by the Company.

Acknowledgements:

The Board of Directors expresses its sincere gratitude to the Company’s customers, vendors, investors, bankers, business associates, financial institutions, regulatory authorities, stock exchanges, and all other stakeholders for their continued support and cooperation throughout the year.

The Directors also acknowledge the valuable support extended by the Government of India, various state governments, their respective agencies, and other regulatory bodies.

The Board further places on record its deep appreciation for the dedication, professionalism, and collaborative spirit demonstrated by the employees of the Company, whose efforts have been instrumental in driving its performance and growth.

---

Mar 31, 2024

We have pleasure in presenting the Eighth Annual Report on the business and operations of the
Company together with the Audited Statement of Accounts for the financial year ended
31^st March 2024.

FINANCIAL HIGHLIGHTS:

Particulars	2023-24	2022-23	2023-24	2022-23
	Standalone	Standalone	Consolidated	Consolidated
Total Income	34,609	30,472	40,485	35,641
Total Expenses	32,027	32,227	37,277	37,195
Profit/(Loss) before exceptional items and tax	2,582	(1,755)	3,208	(1,554)
Exceptional Items	0	(1,100)	0	(1,100)
Profit/Loss before tax	2,582	(655)	3,208	(454)
Current Tax	~	-	-	-
Deferred tax	722	(195)	94	(145)
Profit/(Loss) After tax	1,860	(460)	3,114	(309)
Other Comprehensive Income	4	11	7	15
Total Comprehensive Income/Loss	1,864	(449)	3,121	(294)

FINANCIAL & OPERATIONAL OVERVIEW:

During the year under review, the Company on a standalone basis had clocked a total revenue of
Rs. 34,609 lakhs as against Rs. 30,472 lakhs in the previous year, an increase of 13.58%. The
consolidated revenue of the Company stood at Rs. 40,485 Lakhs during the year 2023-24 as against
35,641 Lakhs during the previous year. The increase in the revenue is due to the overall growth in the
hospitality business due to the increase in occupancy and the average room rates across hotels
operated by the Company.

The total expenditure for the year ended 31^st March 2024 stood at Rs. 32,027 as against
Rs. 32,227 lakhs in the previous year. The consolidated expenditure incurred by the Company during
the year 2023-24 stood at 37,277 Lakhs as against Rs. 37,195 Lakhs during the previous financial year.
The total comprehensive income on a standalone basis for the year ended 31^st March 2024 stood at
Rs. 1,864 lakhs as compared to a loss of Rs. (449) Lakhs in the previous year ended 31^st March 2023.
The total comprehensive income on a consolidated basis stood at Rs. 3,121 Lakhs as against a loss of
Rs. (294) Lakhs during the previous year.

We expect the Company to continue its growth in the near future.

Your Company along with its subsidiary has a total of 8 operating hotels located in Bengaluru, Mysuru,
Chennai, Kochi and SIFT City and has a total of 1474 keys which are operational as on 31^st N\arch 2024.
The average occupancy during the year was 71%. The average gross operating profit during the financial
year 2024 stood at Rs. 15,604 Lakhs.

SUBSIDIARIES AND ASSOCIATES:

The Company is a Wholly Owned Subsidiary of Brigade Enterprises Limited. SRP Prosperita Hotel
Ventures Ltd is a subsidiary of the Company. There are no associate companies as on 31^st March 2024.

FINANCIAL STATEMENTS OF SUBSIDIARIES:

A statement containing the salient features of the financial statements of subsidiary company as
required in Form AOC-1 is attached as Annexure-1 to this Report.

TRANSFER TO RESERVES & DIVIDEND:

The Company has not transferred any amount to reserves or declared any dividend for the year under
review.

FIXED DEPOSITS:

The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read
with the Companies (Acceptance of Deposit) Rules, 2014, during the year and accordingly, no amount is
outstanding as on the Balance Sheet date.

SHARE CAPITAL:

There has been no change in the Share Capital of the Company during the year.

The paid-up share capital of the Company is Rs. 2,81,43,00,000/- (Rupees Two Hundred and Eight One
Crores Forty-Three Lakhs only) comprising of:

• Rs. 1,00,00,000 (Rupees One Crore Only) divided into 10,00,000 equity Shares of Face Value
of Rs. 10/- each.

• Rs. 2,80,43,00,000 (Rupees Two Hundred and Eight Crores Forty-Three Lakhs only) divided
into 2,80,43,000 0.01% Optionally Convertible Redeemable Preference Shares (OCRPS) of
Rs. 100/- each.

The Shareholders at the Extra ordinary General Meeting of the Company held on 10^th May, 2024 had
approved the conversion of 2,80,43,000 0.01% Optionally Convertible Redeemable Preference Shares
of Rs. 100/- each into 28,04,30,000 Equity Shares of Rs. 10/- each.

Post the conversion, the paid up capital of the Company stood at Rs. 2,81,43,00,000/- divided into
28,14,30,000 Equity Shares of Rs. 10/- each.

DEBENTURES:

During the year under review, the Company has not issued any Debentures. As on date, the Company
does not have any outstanding Debentures.

BOARD OF DIRECTORS:

The Board of Directors of the Company comprises of 5 directors of which all are Non-Executive
Directors. The composition of the Board of Directors is in due compliance of the Companies Act, 2013.

SI. No.	Name of the Director	Designation
1	Ms. Nirupa Shankar	Non-Executive Director
2	Mr. Amar Shivram Mysore	Non-Executive Director
3	Mr. Vineet Verma	Non-Executive Director
4	Mr. Anup Shah	Non-Executive Independent Director
5.	Mr. Bijou Kurien	Non-Executive Independent Director

During the year, Mr. Bijou Kurien (DIN: 01802995) and Mr. Anup S Shah (DIN: 00317300) were
appointed as Non-executive Independent Directors of the Company for a period of 5 years with effect
from 28^th March, 2024.

In accordance with the Articles of Association of the Company and the provisions of Section 152(6)(e)
of the Companies Act, 2013, Ms. Nirupa Shankar (DIN : 02750342) Director of the Company will retire
by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Further, Ms. Jyoti Narang, was appointed as Additional Director of the Company in the non-executive
independent capacity with effect from 10^th May, 2024. She will be inducted as Non-Executive
Independent Director on the Board of the Company at the ensuing Annual General Meeting.

None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act
2013.

BOARD MEETINGS:

During the year under review, the Board of Directors of the Company met 6 (Six) times on the following
dates:

Dates on which Board Meetings were Held	Total Strength of the Board	No of Directors Present
11th May, 2023	3 (Three)	3 (Three)
21st July, 2023	3 (Three)	3 (Three)
27th September, 2023	3 (Three)	3 (Three)
25th October, 2023	3 (Three)	2(Two)
25th January, 2024	3 (Three)	3 (Three)
7th March, 2024	3 (Three)	3 (Three) i
28th March, 2024	5 (Five)	3 (Three)

-ATTENDANCE OF DIRECTORS AT BOARD MEETINGS AND THE SEVENTH ANNUAL GENERAL
MEETING:

The Board of Directors of the Company have attended the Board Meetings and the Seventh Annual
General Meeting, the details of which are as follows:

Name of the Directors	Board meetings attended in the financial year 2023-24	Attendance in the Seventh Annual General Meeting held on 10th July, 2023
Ms. Nirupa Shankar	6 (Six)	Yes
Mr. Vineet Verma	7 (Seven)	Yes
Mr. Amar Shivram Mysore	7 (Seven)	Yes
Mr. Anup S Shah*	-	NA
Mr. Bijou Kurien*	-	NA

Mr. Anup S Shah and Mr. Bijou Kurien were appointed as Independent Directors of the Company
with effect from 28^th March, 2024

AUDIT COMMITTEE:

During the year 2023-24, the Audit Committee met 4 times. The dates on which the said meetings
were held are as follows:

11^th May, 2023
21^st July, 2023
25^th October, 2023
25^th January, 2024

The composition of the Audit Committee and the details of meetings attended by its members are
given below:

SI. No.	Name of the Directors	Designation	No. of Committee Meetings during the year 2023-24
			Held	Attended
1	Mr. Vineet Verma	Chairman	4(Four)	4(Four)
2	Ms. Nirupa Shankar	Member	4(Four)	3 (Four)

3	Mr. Ananda Natarajan	Member	4(Four)	4 (Four)
4	Mr. Amar Shivram Mysore	Member	4(Four)	4(Four)

The Company Secretary acts as the Secretary of the Committee.

NOMINATION & REMUNERATION (NRC) COMMITTEE:

During the year 2023-24, the Nomination and Remuneration Committee met 2 times. The dates on
which the said meetings were held are as follows:

11^th May, 2023
25^th January, 2024

The composition of the Nomination and Remuneration Committee and the details of meetings attended
by its members are given below:

Name of the Committee Member	Designation	No. of Committee Meetings during the year 2023-24
		Held	Attended
Mr. Vineet Verma	Chairman	2	2
Ms. Nirupa Shankar	Member	2	2
Mr. Amar Shivram Mysore	Member	2	2
Mr. Ananda Natarajan	Member	2	2

The Company Secretary acts as the Secretary of the Committee.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Directors of the Company are appointed by the Members at Annual General Meetings in accordance

with the provisions of the Companies Act, 2013 and the rules made thereunder.

There is no remuneration paid to any directors and the directors are not entitled for any sitting fees

for attending the meetings of the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirm that:

a) in the preparation of the annual financial statements for the year ended 31^st Inarch 2024, the
applicable accounting standards have been followed along with proper explanation relating to
material departures;

b) the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the

state of affairs of the Company at the end of the financial year and of the profit of the Company
for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) there are proper systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL:

During the year under review, Ms. Parekh Niddhi R has resigned from the position of Company
Secretary with effect from 8^th April 2023 and Ms. P Shivaleela Reddy, was appointed as the
Company Secretary of the Company with effect from 1^st June, 2023.

Mr. Arindam Mukherjee, Manager, resigned effective 25^th January 2024. The Company has appointed
Mr. Rayan Aranha as Manager of the Company with effect from 26^th January, 2024.

As on date of this report, Mr. Anand Natarajan, Chief Financial Officer and Mr. Rayan Aranha, Manager
and Ms. P Shivaleela Reddy, Company Secretary are the Key Managerial Personnel of the Company in
accordance with the provisions of Section 203 of the Companies Act, 2013.

ANNUAL RETURN:

Pursuant to Section 92 (3) of the Companies Act, 2013, a copy of the Annual Return of the Company
for the period 31^st March 2024 is uploaded on the Holding Company''s website under the following link:
www.briaadeqroup.com.

PARTICULARS OF EMPLOYEES:

The Company has 927 employees as on 31^st March 2024. There are no employees in the Company who
are in receipt of remuneration in excess of the limits prescribed in section 134 of the companies Act,
2013 read with the Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 during the year. None of the Directors have received any remuneration for
attending the Board and Committee Meetings.

STATUTORY AUDITORS:

The Members of the Company at the Sixth Annual General Meeting held on 28^th July, 2022 approved
the re-appointment of M/s. S. R. Bat I i bo i & Associates LLP, Chartered Accountants (Registration No.
101049W/E300004), Statutory Auditors of the Company for a further period of 5 years i.e., from the
conclusion of the Sixth Annual Genera I Meeting till the conclusion of Eleventh Annual General Meeting
of the Company, in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014.

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES;

The related party transactions undertaken during the financial year 2023-24 as detailed in the notes
to accounts of the financial Statements which have been carried out at arms'' length basis and in the
normal course of business.

BOARD EVALUATION:

Annual evaluation of the performance of the Board, its committees and of individual Directors of the
Company for the Financial Year 2023-24 has been made as per the provisions of Companies Act, 2013.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors of the Company have
appointed Mr. K. Rajshekar, Practicing Company Secretary (CP No. 2468) to conduct the Secretarial
Audit for the financial year 2023-24 and his Report on Company''s Secretarial Audit is appended as
Annexure-2 to this Report.

There are no qualifications or adverse remarks in the Secretarial Audit Report which require any
explanation from the Board of Directors.

MATERIAL CHANGES AND COMMITMENTS;

There were no material changes and commitments for the period under review, which significantly
affects the financial position of the Company.

SIGNIFICANT OR MATERIAL ORDERS:

During the financial year under review, no significant and material Orders were passed by the
Regulators or Courts or Tribunals impacting the going concern status and the Company''s operations in
the future.

INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has adequate internal financial control systems in place with reference to the financial
statements.

During the year under review, these controls were evaluated, and no significant weakness was identified
either in the design or operation of the controls.

RISK MANAGEMENT:

The Board of Directors have been entrusted with the responsibility for establishing policies to monitor
and evaluate risk management systems of the Company. The Board reviews the same in the Board
meetings regularly and the Internal Audit exercise aids the Board in this evaluation exercise.

The business risks identified are reviewed and a detailed action plan to mitigate identified risks is
drawn up and its implementation monitored. The key risks and mitigation actions will also be placed
before the Board of Directors of the Company on a periodic basis.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions relating to Corporate Social Responsibility are not applicable to the Company as on
31^st March 2024.

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

A. CONSERVATION OF ENERGY:

The Company is engaged in the service sector and has limited energy consumption requirements,
However, the company is focusing on optimization of its energy consumption levels.

B. TECHNOLOGY ABSORPTION: NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company has total foreign earnings of Rs. 86,90,12,062/- and foreign
outgoings of Rs. 15,51,95,062/-.

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

As a part of the policy for Prevention of Sexual Harassment in the organization, the Company has
framed a policy and constituted a "Internal Committee" for prevention and redressal of complaints on
sexual harassment of women at workplace in accordance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and relevant rules thereunder.

The following is a summary of sexual harassment complaints received and disposed off during the year:

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

WHISTLE BLOWER POLICY/VIGIL MECHANISM

As a part of Whistle Blower Policy, the Holding Company i.e. Brigade Enterprises Limited has framed a
policy for the Brigade Group as part of vigil mechanism for observing the conduct of Directors and
employees and report concerns about unethical behaviour, actual or suspected fraud or violation of the
Company''s Code of conduct to the Ethics Committee members or the Chairman of the Audit Committee
of Holding Company. This mechanism also provides for adequate safeguards against victimization who
avail the mechanism.

OTHER DISCLOSURES:

• Company has complied with all applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India for the financial year ended 31^st March 2024.

• Pursuant to Section 148(1) of the Companies Act, 2013, the Company is not required to maintain
any cost records.

• No frauds were reported by the Auditors as specified under Section 143 of the Companies
Act 2013 for the financial year ended 31^st March 2024.

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

• There are no differential voting rights shares issued by the Company.

• There were no sweat equity shares issued by the Company.

• There are no Corporate Insolvency proceedings initiated against the company under Insolvency
and Bankruptcy Code, 2016 (IBC).

ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation to all the stakeholders for their continued
support and patronage.

By Order of the Board
For Brigade Hotel Ventures Limited

Place: Bangalore Nirupa Shankar Vineet Verma

Date: 21^st May, 2024 Director Director

DIN:02750342 DIN:06362115