Dear Members,
Your Directors have pleasure in presenting the 37th (Thirty Seventh) Annual Report of
the Company along with the Audited Financial Statements for the financial year 2025-26.
1) FINANCIAL HIGHLIGHTS
The Financial Performance of the Company for the financial year ended March 31, 2026
are summarized below for your consideration:
| Particulars |
Current Year ended (2025-26) |
Previous Year ended (2024-25) |
| Revenue & Other Income |
1,581.66 |
1,633.58 |
| Total Expenses |
1,536.92 |
1,576.23 |
| Profit /(Loss) before exceptional item & Taxes |
44.74 |
57.35 |
| Exceptional Item |
- |
- |
| Profit/(Loss) before Tax |
44.74 |
57.35 |
| Total Tax Expense |
11.37 |
14.67 |
| Profit/(Loss) after Tax |
33.37 |
42.68 |
| Other comprehensive income for the Year |
3.82 |
2.96 |
| Total comprehensive income for the Year |
37.19 |
45.64 |
Notes:
1. The above figures have been extracted from the audited financial statements as per
Indian Accounting Standard (IND-AS).
2. Previous year figures have been regrouped/rearranged wherever necessary.
2) RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
During the financial year under review, the Company has total revenues of 1581.66 Lakhs
as compared to 1,633.58 Lakhs during the previous year. The net profit for the year under
review has been 33.37 Lakhs against profit of 42.68 Lakhs during the previous year. Your
directors are continuously looking for avenues for future growth of the Company in Hotel
Industry.
3) DIVIDEND
Your Directors has decided not to recommend any dividend for the financial year ended
March 31, 2026.
4) TRANSFER TO RESERVES
The amount of profits of Rs. 37.19 Lakhs is proposed to be carried to reserves during
the period under review.
5) SHARE CAPITAL
The Authorized Share Capital of the Company as on March 31, 2026 was Rs. 10,00,00,000
(Rupees Ten Crore Only), divided into 1,00,00,000 (One Crore) Equity Shares of Rs. 10/-
each.
The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2026
was Rs. 9,11,32,000 (Rupees Nine Crore Eleven Lakhs Thirty-Two Thousand Only), comprising
91,13,200 (Ninety-One Lakhs Thirteen Thousand Two Hundred) Equity Shares of Rs. 10/- each,
fully paid-up
During the year under review, there was no change in the capital structure of the
Company.
During the year under review, the Company has neither issued shares with Deferential
Voting Rights nor granted Stock Options nor Sweat Equity.
6) DEMATERIALISATION OF SHARES
As on March 31, 2026, 85.10% of the Company's total equity paid up capital representing
77,56,093 equity shares are held in dematerialized form. SEBI (LODR) Regulations, 2015
mandates that the transfer, transmission etc., shall be carried out in dematerialized form
only. The Company has directly sent intimation to shareholders who hold shares in physical
form advising them to get their shares dematerialized.
7) LISTING OF SHARES
The Company's equity shares are listed at the BSE Limited (the stock exchange). The
annual listing fee for the year 2025-26 has been paid to stock exchange.
8) DIRECTORS AND KEY MANAGERIAL PERSON
A. DIRECTORS
Pursuant to the provisions of section 149 of the Act, Mrs. Archana Jain, Mr. Kshitiz
Agarwal and Mr. Ankit Agrawal were NonExecutive Independent directors of the Company as on
31/03/2026. They have submitted a declaration that each of them meets the criteria of
independence as provided in section 149(6) of the Act and Regulation 16 (b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
There have been no circumstances which may affect their status as independent director
during the year.
During the year, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company, other than the sitting fees, commission and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Company.
The Board has carried out performance evaluation of all its Independent Directors and
is of the opinion that all the Independent Directors of the Company are competent and
eligible to continue as Independent Directors of the Company.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Shrikant Mittal (DIN: 01533368), Director of
the Company, retires by rotation at the ensuing Annual General Meeting and, being
eligible, has offered himself for re-appointment. The Board of Directors recommends his
re-appointment for the approval of the Members at the ensuing Annual General Meeting.
B. KEY MANAGERIAL PERSONNEL
As on March 31, 2026, the Company has following Key Managerial Personnel as per the
deunition of Section 2(51) read with Section 203 of the Companies Act 2013:-
| Names |
Designation(s) |
| 1. Mr. Nirankar Nath Mittal |
Chairman & Managing Director |
| 2. Mr. Shrikant Mittal |
Chief Financial Officer |
| 3. Ms. Muskan Garg* |
Company Secretary and Compliance Officer |
*During the year, Mr. Shashank Mishra ceased to be the Company Secretary and Compliance
Officer of the Company with effect from the close of business hours on 11th July, 2025.
Subsequently, Ms. Muskan Garg was appointed as the Company Secretary and Compliance
Officer of the Company with effect from 10th September, 2025, in place of Mr. Shashank
Mishra.
9) INDEPENDENT DIRECTORS
In terms of Section 149 of the Companies Act, 2013 and the SEBI (LODR)
Regulations,2015, Mrs. Archana Jain, Mr. Kshitiz Agarwal, and Mr. Ankit Agrawal are the
Independent Directors of the Company as on date of this Report. All Independent Directors
of the Company have given declarations under Section 149(7) of the Act, that they meet the
criteria of independence as laid down under Section 149(6) of the Act and regulations
16(1)(b) of the SEBI (LODR) Regulations,2015. In terms of Regulation 25(8) of the SEBI
(LODR) Regulations, 2015, the Independent Directors have confirmed that they are not aware
of any circumstance or situation, which exists or may be reasonably anticipated, that
could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence.
The Independent Directors of the Company have undertaken that they have registered
themselves with the Independent Director's Database maintained by the Indian Institute
Corporate Affairs (IICA) and possess proficiency certificates.
In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience and are persons of high integrity and repute. They fulfil the conditions
specified in the Act as well as the Rules made thereunder and are independent of the
management.
10) NUMBER OF MEETINGS OF THE BOARD
During the financial year ended March 31, 2026, 08 (eight) meetings of the Board were
held, as follows:
| Dates of Board Meeting |
Board Strength |
No. of directors' present |
| 01. 30.05.2025 |
6 |
5 |
| 02. 11.07.2025 |
6 |
5 |
| 03. 26.07.2025 |
6 |
5 |
| 04. 10.09.2025 |
6 |
5 |
| 05. 12.11.2025 |
6 |
5 |
| 06. 22.01.2026 |
6 |
4 |
| 07. 28.01.2026 |
6 |
5 |
| 08. 22.02.2026 |
6 |
5 |
• The maximum time gap between the two board meetings was not more than 120 days
11) COMMITTEES OF THE BOARD:
Board Committees: -
The Company has 3 Board Level Committees. All decisions and recommendations of the
Committees are placed before Board for information and approval. The role and composition
of these Committees, including the number of meetings held during the financial year and
the related attendance, are provided below:
A. Audit Committee
B. Nomination & Remuneration Committee
C. Stakeholders Relationship Committee
A. Audit Committee
The composition, quorum, powers, role and scope are in accordance with Section 177 of
the Companies Act, 2013 and the provisions of Regulation 18 of the SEBI (LODR)
Regulations, 2015.
During the year, Mrs. Archana Jain, Non-Executive Independent Director, served as
Chairperson of the Audit Committee up to 20 February 2026. Pursuant to the reconstitution
of the Committee in 20 February 2026, Mr. Kshitiz Agarwal Non-Executive Independent
Director was appointed as the Chairperson of the Audit Committee. As on 31 March 2026, the
Audit Committee comprised Mr. Kshitiz Agarwal (Chairperson), Mrs. Archana Jain and Mr.
Ankit Agrawal as members.
During the financial Year ended March 31, 2026, , 05 (Five) meeting of the Audit
Committee were held, as follows:
| Date of Meeting |
Committee Strength |
No. of Members Present |
| 01. 29.05.2025 |
3 |
2 |
| 02. 11.07.2025 |
3 |
2 |
| 03. 26.07.2025 |
3 |
2 |
| 04. 12.11.2025 |
3 |
2 |
| 05. 28.01.2026 |
3 |
2 |
B. Nomination and Renumeration Committee
During the year, Mrs. Archana Jain, Non-Executive Independent Director, served as
Chairperson of the Nomination and Remuneration Committee up to 20 February 2026. Pursuant
to the reconstitution of the Committee with effect from 20 February 2026, Mr. Ankit
Agrawal, Non-Executive Independent Director was appointed as the Chairperson of the
Nomination and Remuneration Committee. As on 31 March 2026, the Committee comprised Mr.
Ankit Agrawal (Chairperson), Mrs. Archana Jain and Mr. Kshitiz Agarwal as members.
During the financial year ended March 31, 2026, 02 (Two) meeting of the Nomination
& Remuneration Committee was held as follows:-
| Date of Meeting |
Committee Strength |
No. of Members present |
| 01. 11.07.2025 |
3 |
2 |
| 02. 10.09.2025 |
3 |
2 |
Moreover, the Company's Nomination & remuneration policy for Directors, Key
managerial personnel and other employees is posted on the website of the Company and can
be accessed at
https://www.howardhotelsltd.com/ files/ugd/3c3272 557c36b94b334010967366f8fb85b12a.pdf
C. Stakeholder Relationship Committee
The composition, quorum, powers, role and scope are in accordance with Section 178 of
the Companies Act, 2013 and the provisions of Regulation 20 of the SEBI (LODR)
Regulations, 2015. Mrs. Archana Jain, Non -Executive Independent Director is the
Chairperson of the Stakeholders' Relationship Committee. The other members of the
Stakeholders' Relationship Committee include Mr. Kshitiz Agarwal and Mr. Ankit Agrawal.
During the financial year ended March 31, 2026, 01 (One) meetings of the Stakeholders'
Relationship Committee were held as follows:
| Date |
Committee Strength |
No. of Members present |
| 01. 24.03.2026 |
3 |
2 |
• There were no pending share transfers/ investors' complaints as on March 31,
2026
12) ATTENDANCE OF DIRECTORS
The detail of Director's attendance in the Board Meeting and their Committees during
the F.Y. ended as on March 31, 2026 and in the last AGM of the Company is as follows:-
| Name of Director |
No. of Board Meeting attended |
No. of audit Committee meetings attended |
No. of Nomination & Remuneration Committee meetings attended |
No. of Stakeholders Relationship Committee meetings attended |
| 01. Nirankar Nath Mittal |
8 |
- |
- |
- |
| 02. Nirvikar Nath Mittal |
8 |
- |
- |
- |
| 03. Shri Kant Mittal |
8 |
- |
- |
- |
| 04. Archana Jain |
4 |
5 |
2 |
1 |
| 05. Kshitiz Agarwal |
5 |
3 |
- |
1 |
| 06. Ankit Agrawal |
6 |
2 |
2 |
- |
13) MEETINGS OF INDEPENDENT DIRECTORS
The Company's Independent Directors meet at least once in every financial year without
the presence of Executive Directors or management personnel. Such meetings are conducted
informally to enable Independent Directors to discuss matters pertaining to the Company's
affairs and put forth their views to the Lead Independent Director. The Lead Independent
Director takes appropriate steps to present Independent Directors' views to the Chairman
and Managing Director. One meeting of Independent Directors was held during the year i.e.
on 25th March, 2026.
14) STATUTORY DISCLOSURES
None of the Directors of your Company is disqualiued for the financial year 2025-26 as
per the provisions of Section 164 and 167 of the Companies Act, 2013 Act. The Directors of
the Company have made necessary disclosures as required under various provisions of the
Companies Act, 2013 and the SEBI (LODR), Regulations 2015.
15) PUBLIC DEPOSITS
During the year under review, your Company did not invite /accept any deposits from
public in terms of provisions of Section 73 of the Companies Act, 2013, read with the
Companies (Acceptance of Deposits) Rules, 2014 and no amount on account of principal or
interest on deposits from public was outstanding as on the date of the balance sheet.
Pursuant to the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed
requisite annual return in e-Form DPT-3 for outstanding receipt of money/loans which are
not considered as deposits for financial year ended March 31, 2026 with the Registrar of
Companies (ROC).
16) PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED
Particulars of loans, investments, guarantees etc. covered under the provisions of
Section 186 of the Companies Act, 2013 and Regulation 34(3) read with Schedule V of the
SEBI (LODR) Regulations, 2015 are mentioned in the notes forming part of the Financial
Statements.
17) PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the year under review, the Company entered into the transactions with related
parties as deuned under Section 2(76) of the Companies Act, 2013 read with Companies
(Specification of Definitions Details) Rules, 2014 and provisions of the SEBI (LODR)
Regulations, 2015, all of which were entered in the ordinary course of business and at
arm's length basis. However, no materials Related Party Transactions were entered into by
the Company which might have any potential conuict with the interests of the Company.
During the year under review, all Related Party Transactions were prior-approved by the
Audit Committee. All repetitive Related Party Transactions along with the estimated
transaction value and terms thereof were approved by the Audit Committee under
"Omnibus Approval" before the commencement of financial year and thereafter
reviewed them quarterly. The Board also reviewed and approved the transactions with
related parties on the recommendation of the Audit Committee. The Company has a Board
approved policy on dealing with Related Party Transactions and the same has been uploaded
on the Company's website at:
https://www.howardhotelsltd.com/ files/ugd/3c3272 f2c2af18d4564916a2e97bc3f9967362.pdf
The details on Related Party Transactions as per Indian Accounting Standard (IND AS) -
24 are set out in Note No. 32 to the Standalone Financial Statements forming a part of
this Annual Report.
The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure- I to this
report.
18) RISK MANAGEMENT COMMITTEE
The Company has not constituted the risk management committee in accordance with
Section 134 (3) (n) of the Companies Act, 2013 as the said provision is not applicable to
the Company.
19) VIGIL MECHANISM/ WHISTLE BLOWER COMMITTEE
The Company has established a "Vigil Mechanism" for its employees and
directors, enabling them to report any concerns of unethical behavior, suspected fraud or
violation of the Company's code of conduct. To this euect the Board has adopted a
"Whistle Blower Policy" which is overseen by the Audit Committee. The policy
provides safeguards against victimization of the whistle blower. Employees and other
stakeholders have direct access to the Chairman of the Audit Committee for lodging concern
if any, for necessary action. The details of such policy are available on the website of
the Company and can be accessed at
https://www.howardhotelsltd.com/ files/ugd/3c3272 2e2f7f37b92a42f987a78c70d5acef1e.pdf
During the year under review, there were no complaints received under the mechanism.
20) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There were no material changes and commitments affecting the financial position of the
Company which occurred between the end of the financial year to which the financial
statements relate and the date of the report
21) SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, there were no signiucant and material orders passed by
any regulators/courts/tribunals that could impact the going concern status and the
Company's operations in future.
22) INDUSTRIAL RELATIONS
The industrial relations remained cordial and peaceful throughout the year in the
Company. The Directors wish to place on record their appreciation for the contribution of
the workers and officers of the Company at all level.
23) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars required under Section 134 (3) (m) of the Companies Act, 2013 read with
Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors)
Rules, 1988 are given as under:
i. CONSERVATION OF ENERGY
I. Steps taken or impact on conservation of energy.
The company remains in constant pursuit to carry out its activities in an environment
friendly manner as well as to reduce the consumption of energy. This is monitored
regularly and suitable actions are implemented wherever needed & feasible.
II. The steps taken by the company for utilizing alternate source of energy.
The Company takes adequate measures in conserving energy in all its activities.
III. Capital Investment on energy conservation equipment's: NIL
ii. TECHNOLOGY ABSORPTION
The Company strives continuously to use the updated technology in all its activities.
iii. FOREIGN EXCHANGE EARNINGS AND OUTGO Foreign Exchange Earnings: 1,32,67,261/-
INR Foreign Exchange Outgo: NIL
24) REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES
The Company has constituted a Nomination and Remuneration Committee in accordance with
the requirements Section 178 of the Companies Act, 2013 read with the Rules made
thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015. The details relating to
the Committee are given in the Corporate Governance section forming a part of the Board
Report.
The details of the remuneration of directors, key managerial personnel and employees in
terms of Section 197(12) read with Companies (Appointment and Remuneration Managerial
Personnel) 2014 are provided in Annexure- II to this report.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
no employee of the Company employed throughout the year that was in receipt of
remuneration of rupees one crore two lakh or more. Further, during the year under review,
there was no employee of the Company employed for a part of year who was in receipt of
remuneration of rupees eight lakh and ufty thousand or more per month. Further, there were
no employee(s) in the Company who was in excess of the remuneration drawn by the Managing
Director during the unancial year 2025-26 and held by himself or along with his spouse and
dependent children, not less than 2% of the equity shares of the Company.
The Company has not granted any loan to its employees for purchase of its own shares
pursuant to section 67 of the Companies Act, 2013
Furthermore, a list of top ten employees in terms of remuneration drawn during the
unancial year 2025-26 is annexed with the report as Annexure- III.
25) AUDITORS AND AUDITORS' REPORT
A. STATUTORY AUDITORS
M/s. B G G & Associates, Chartered Accountants (ICAI Firm Registration No.
016874N), were appointed as the Statutory Auditors of the Company, for a second term of
subsequent five years commencing from the financial year 2023-24, to hold office from the
conclusion of the 34th Annual General Meeting until the conclusion of the 39th Annual
General Meeting, to be held in 2028, on such remuneration plus GST, out-of-pocket
expenses, etc. as may be mutually agreed upon by the Board of Directors and the Auditors.
The Auditors have confirmed that they are eligible and not disqualified to continue as
statutory auditors.
B. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, M/s. Satyendra Sharma & Associates, Practicing Company Secretaries (Certificate
of Practice No. 4843), were appointed as the Secretarial Auditors of the Company for a
term of five consecutive financial years commencing from FY 2025-26 up to FY 2029-30. The
appointment was approved by the Members of the Company at the Annual General Meeting held
on 23rd August, 2025.
C. INTERNAL AUDITORS
The Company has appointed M/s Raj Singhal & Co., a reputed firm of Chartered
Accountants as internal auditor of the Company to test and review controls, appraisal of
risks and business processes, besides benchmarking controls with best practices in the
industry.
During the year, the Company continued to implement their suggestions and
recommendations to improve the control environment. Their scope of work includes review of
processes for safeguarding the assets of the Company, review of operational euciency,
euectiveness of systems and processes, and assessing the internal control strengths in all
areas. Internal Auditors' undings are discussed with the management and suitable
corrective actions taken as per the directions of Audit Committee on an ongoing basis to
improve euciency in operations.
D. COST AUDITORS
In terms of the provisions of Section 148 of the Companies Acts, 2013 read with the
Rules made there under, the provisions of maintenance of cost records and the provisions
of cost audit are not applicable to your Company.
E. AUDITORS' REPORT
a) The Auditors' Reports for the unancial year 2025-26 does not contain any
qualiucation, reservation or adverse remark. Further, the report read together with the
notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do
not call for any further explanation. The Auditors' Report is enclosed with the unancial
statements in this Annual Report.
b) The Secretarial Auditors' Report (Form MR-3) for the unancial year 2025-26 is
enclosed as Annexure IV to the Board's Report in this Annual Report. The
Secretarial Audit Report for the unancial year 2025-26 does not contain any qualification,
reservation or adverse remark
26) REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditors has reported any instance of fraud committed against the Company by its oucers or
employees under Section 143(12) of the Companies Act, 2013
27) CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 and Rules framed thereunder
for Corporate Social Responsibility (CSR) are not applicable to your Company.
28) SECRETARIAL STANDARDS
Your Directors state that applicable Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI) and notiued by Ministry of Corporate Adairs (MCA) have
been duly followed by Company.
29) DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, we hereby state:
i) that in the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation and that there are no material
departures;
ii) that 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 as at March 31, 2026 and
of the profit and loss of the Company for that period;
iii) that 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;
iv) that the directors have prepared the Annual Accounts on a going concern basis.
v) that the directors have laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and were operating
effectively.
vi) that the directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
30) MANAGEMENT DISCUSSION & ANALYSIS REPORT
In terms of the provision of Regulation 34(2)(e) read with Schedule V of SEBI (LODR)
Regulations, 2015, a Management Discussion & Analysis Report, for the unancial year
under review, is presented in a separate section forming a part of the Annual Report. This
report is annexed herewith as "Annexure -V".
31) PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
Your Directors state that during the year under review, pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, there
were no complaints or cases uled pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The details are as follows:
(a) number of complaints of sexual harassment received in the year - No
(b) number of complaints disposed off during the year - No
(c) number of cases pending for more than ninety days - No
32) REGISTRAR AND SHARE TRANSFER AGENT MUFG Intime India Private Limited
Noble Heights, 1st Floor, NH-2 C-1, Block LSC, Near Savitri Market,
Janakpuri, New Delhi - 110058
33) PREVENTION OF INSIDER TRADING
In compliance with the provisions of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated
and adopted the revised 'Code of Conduct to regulate, monitor and report trading by
designated persons in Listed or Proposed to be Listed Securities' of the Company ('the
Insider Trading Code'). The object of the Insider Trading Code is to set framework, rules
and procedures, which all concerned should follow, both in letter and spirit, while
trading. The Company has also adopted the Code of Practice and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information ('the Code') in line with the SEBI
(Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for
determination of 'legitimate purposes' as a part of the Code. The Code also includes
policy and procedures for inquiry in case of leakage of Unpublished Price Sensitive
Information ('UPSI') and aims at preventing misuse of UPSI.
The policy and the procedures are periodically reviewed and Trading window closure is
intimated to all concerned and to the Stock Exchanges in advance. A digital platform is
being maintained by the Company, which contains the names and other prescribed particulars
of the persons covered under the Insider Trading Code.
34) DISCLOSURE OF AGREEMENT
There are no agreements which are required to be reported in accordance with clause 5A
of paragraph A of Part A of Schedule III of these regulations.
35) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As the company is not falling under the Top-1000 listed entities, the provisions of
regulation 34(2)(f) of the Listing Regulations pertaining to the Business Responsibility
and Sustainability Report (BRSR), are not applicable.
36) CORPORATE GOVERNANCE
Pursuant to regulation 15(2) of Securities Exchange Board of India (Listing Obligations
& Disclosure Requirements) Regulations, 2015 provisions of regulation 27 i.e.
Corporate Governance and Para C, D & E of Schedule V of SEBI (LODR) Regulations, 2015
are not applicable to the Company.
37) POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and independent directors
to maintain the independence of the Board, and separate its functions of governance and
management. As on March 31, 2026, the Board consist of 6 members, three of whom are
executive/whole-time directors and three are independent directors. The Board periodically
evaluates the need for change in its composition and size.
The policy of the Company on director's appointment and other matters provided under
sub section 3 of section 178 of the Companies Act, 2013 can be assessed at
https://www.howardhotelsltd.com/ files/ugd/3c3272 6ab0460e954f4ad19370ac4e866cc4a0.pdf
38) ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for the financial year 2025-2026 is
uploaded on the website of the Company and the same is available on:
https://www.howardhotelsltd.com.
39) STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES, JOINT VENTURE ASSOCIATE
COMPANIES
During the year under review, your Company does not have any Subsidiary Company or
joint venture Company.
40) BOARD POLICIES/CODES
Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI (LODR),
Regulations, 2015, the details of the policies/codes approved and adopted by the Board are
uploaded on Company's website:
https://www.howardhotelsltd.com/copy-of-documents-information
41) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to Section 178 of the Companies Act, 2013 read with Companies (Meeting of the
Board and its powers) Rules, 2014 and SEBI (LODR), Regulations, 2015, your Company has
adopted familiarization programs for Independent Directors and other directors to
familiarize them with the Company, their role, rights, responsibilities, nature of the
industry in which the Company operates, business model, management structure, industry
overview, internal control system and processes, risk management framework etc.
Your Company aims to provide its Independent Directors, insight into the Company's
business model enabling them to contribute euectively. The details of familiarization
programs may be accessed on the website of the Company, at:
https://www.howardhotelsltd.com/ files/ugd/3c3272 6e50fddad1a14b57946c38755f8229e7.pdf
42) EVALUATION OF BOARD, COMMITTEES, DIRECTORS AND KMP
The board of directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the Pursuant to Sections 134(3)(p),
178(2) of the Companies Act, 2013 read with Part-VIII of Schedule IV of the Companies Act,
2013 and the corporate governance requirements as prescribed by Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015
("SEBI Listing Regulations").
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the targets/criteria such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors
was done by the entire board, excluding the independent director being evaluated.
The Company has devised a policy for performance evaluation of Independent Directors,
Board Committees and other Individual directors which includes criteria for evaluation of
the non-executive directors which can be accessed at
https://www.howardhotelsltd.com/ files/ugd/3c3272 19323495b6574ff6af75b36484903679.pdf
43) INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY
The Company has put in place, an internal financial control system, within the meaning
of the explanation to Section 134(5)(e) of the Companies Act, 2013 to ensure the orderly
and efficient conduct of its business including adherence to Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors and proper
recording of financial & operational information, compliance of various internal
control and other regulatory/statutory compliances.
All Internal Audit findings and control systems are periodically reviewed by the Audit
Committee, which provides strategic guidance on internal control.
For the financial year ended March 31, 2026, your directors are of the opinion that the
Company has adequate IFC commensurate with the nature and size of its business operations
and it is operating effectively and no material weakness exists.
44) DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 AND SETTLEMENT OF LOAN, IF ANY
There were no applications made or any proceedings were pending against the Company
under the Insolvency and Bankruptcy Code, 2016 during the year under review.
Further, there was no instance of valuation of amount for settlement of loan(s) from
Banks and Financial Institutions.
45) ADDITIONAL INFORMATION TO SHAREHOLDERS
All important and pertinent investor's information such as financial results,
policies/codes, disclosures and project updates are made available on the Company's
website (www.howardhotelsltd.com) on a regular basis.
46) DETAILS OF FINES/PENALTIES LEVIED BY STOCK EXCHANGES:
During the financial year under review, BSE Limited imposed a monetary penalty of Rs.
11,800 (Rupees Eleven Thousand and Eight Hundred only) (inclusive of 18% GST) on the
Company in respect of non-compliance with Regulation 29(2)/29(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, pertaining to the delayed
in prior intimation of the meeting of the Board of Directors for the month of January
2026. The Company has duly paid the said penalty within the stipulated time and has
also taken necessary corrective measures to strengthen its internal compliance mechanism
and ensure timely compliance with the applicable provisions of the SEBI (LODR)
Regulations, 2015.
47) COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company has complied with all applicable provisions of the Maternity Benefit Act,
1961. Maternity leave and related benefits have been duly extended to eligible women
employees, and internal policies are aligned with statutory requirements to ensure a
supportive and inclusive work environment.
48) ACKNOWLEDGEMENT
The Board acknowledges with gratitude the assistance, co-operation and encouragement
extended to the Company by Central Government, State Government, Financial Institutions,
SEBI, Stock Exchanges, Custodian, Regulatory/Statutory Authorities, Registrars & Share
Transfer Agent and other related Department of Tourism. Your directors thank the
customers, client, vendors, dealers, Company's bankers and other business associates for
their continuing support and unstinting efforts in the Company's growth. The Board also
wishes to place on record their deep appreciation for the commitment displayed by all the
executives, officers and staff, resulting in successful performance during the year. The
company has achieved impressive growth through the competence, hard work, solidarity,
cooperation and support of employees at all levels. Your Directors is also thankful to the
stakeholders, shareholder and depositors for their continued patronage
