To,
The Members,
Vikram Kamats Hospitality Limited (Formely Known as Vidli Restaurants
Limited)
Dear Members,
The Board of Directors are pleased to present the 19th
Annual Report together with the Audited Standalone and Consolidated Financial Statements
of the Company for the year ended 31st March, 2026.
FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE:
The financial summary for the year under review is as below:
(Amount in Lakhs)
| Particulars |
Year ended March 31,
2026 |
Year ended March 31,
2025 |
|
Standalone |
Consolidated |
Standalone |
Consolidated |
| Total Income |
3,172.79 |
5,775.73 |
2,389.80 |
4,031.71 |
| Total Expenses (excluding Interest,
Depreciation & Taxation) |
2,464.10 |
4,327.81 |
2,046.00 |
3,190.94 |
Profit Before Interest, Depreciation &
Taxation |
708.69 |
1,447.92 |
343.80 |
840.77 |
| Less: Interest and Finance Charges (net) |
139.61 |
359.54 |
71.71 |
219.29 |
| Less: Depreciation |
267.90 |
834.60 |
191.54 |
519.53 |
Profit Before share of profit (loss) of
associates and tax |
301.17 |
253.78 |
80.55 |
101.95 |
| Share of profit (loss) from associates using
Equity method |
- |
- |
- |
(0.50) |
Profit before Exceptional Items and Tax |
301.17 |
253.78 |
80.55 |
101.45 |
| Exceptional Items - income / (expense) |
(3.44) |
|
- |
- |
Profit Before Tax |
297.73 |
98.47 |
80.55 |
101.45 |
| Add / (Less): Provision for current tax |
93.28 |
136.43 |
16.62 |
62.02 |
| Add / (Less) : Deferred tax |
(15.81) |
(56.78) |
12.63 |
(16.52) |
| Add / (Less) : Mat Credit |
- |
- |
(8.49) |
(8.49) |
| Add / (Less): Short/(excess) provision for
current tax/deferred tax (net) |
5.88 |
4.36 |
(0.81) |
(2.29) |
Profit After Tax |
214.38 |
14.46 |
60.60 |
66.73 |
| Other Comprehensive Income/(Loss) (net of
taxes) |
(1.25) |
(119) |
1.64 |
2.62 |
Total Comprehensive Income/(Loss) for the
year |
213.13 |
13.27 |
62.24 |
69.35 |
| Attributable to |
|
|
|
|
| Shareholders of the Company |
- |
12.33 |
- |
62.74 |
| Non-controlling interest |
- |
0.94 |
- |
6.61 |
STATE OF THE COMPANY'S AFFAIRS:
Standalone:
During the year under review, your Company has registered total income
of Rs. 3,172.79 Lakhs as compared to Rs. 2,389.80 Lakhs in the previous year i.e. an
increase of 32.76% over the previous year. Further, the Company has earned profit before
tax of Rs. 297.73 Lakhs as compared to Rs. 80.55 Lakhs in the previous year i.e. an
increase of 269.62% over the previous year.
Consolidated:
During the year under review, your Company has registered total income
of Rs. 5,775.73 Lakhs as compared to Rs. 4,031.71 Lakhs in the previous year i.e. an
increase of 43.26% over the previous year. Further, the Company has earned profit before
tax of Rs. 98.47 Lakhs as compared to Rs 101.45 Lakhs in the previous year i.e. a decrease
by 2.94 % over the previous year. Profit before tax was registered low due to initial
operating cost of new outlets.
The Company is in the business of hospitality, food products and allied
activities.
• Our Company runs a chain of restaurants serving hygienic
standardized food items in a quick serve format at various outlets on national highways,
state highways and cities. The business model of the Company is to develop the operating
systems and grant the franchisee under Trade Marks to chain of restaurants serving
standardized food items who operate in the format of Dine- in and Kiosks. Currently,
franchisee for Trade Mark “ Vithal Kamats /Kamats”, ‘Urban Dhaba
- The Rich Taste of Punjab' - having Punjabi dhaba theme serving
Indian, North Indian, veg and non-veg food with live music and live bar; ‘Pepper Fry
Veg Multi-Cuisine Kitchen - by Kamats'
- a multi-cuisine restaurant are been granted. The Company does not own
the brands Vithal Kamats, Kamats and other brands and has licensed the same from its
respective owners.
The Company operates four outlets under the brand ‘Kamats Legacy'
with premium dining space having variety of South Indian dishes from all Southern states
of India which are situated at Nariman Point (Mumbai), Vashi (Navi Mumbai), Malad (Mumbai)
and Mira Road (Thane).
As on March 31, 2026, the following are the details of outlets in
operation:
| Sr. No. |
Name of Trade Mark |
Number of outlets |
| 1 |
Vithal Kamats / Kamats |
23 |
| 2 |
‘Kamats Legacy' with premium dining
South Indian |
4 |
| 3 |
Urban Dhaba - The Rich Taste of Punjab |
2 |
| 4 |
Pepper Fry Veg Multi-Cuisine Kitchen -by
Kamats |
1 |
• The Company had entered in an arrangement with Kamats Worldwide
Food Services Private Limited pursuant to which the Company operates, runs and manages
Kamats Silvassa Hotel, a 4 Star Hotel of Kamats Worldwide Food Services Private Limited
and its restaurant units situated at Silvassa.
During the current financial year, the Company successfully developed
and commenced full commercial operations for a total of 99 guest rooms by adding more
rooms to the existing 75 rooms at the Silvassa property. Management plans to evaluate
further development and expansion of additional rooms at this location in the future,
contingent upon market suitability, demand, and operational viability.
• Kamats Hospitality Academy of Skill (KHAS) is the initiative of
the Company to address the concern of skilled labour and provide appropriate training and
jobs to the youth in the sector of Hospitality. It allows the youth coming from all walks
of life to achieve the right education and start earning while they are still learning and
thereafter be employed.
• The Company has acquired on long-term lease basis Shop Nos. 7,
8, 17, 20, and 21 at Bhandup, Mumbai. The, refurbishment and interior fit-outs in the
combined said premises is successfully completed. The said premises will be used to
operate a premium dining establishment under the brand 'Urban Dhaba (Urban Bar)
Restaurants.' expected to commence by July, 2026
• The Company's subsidiary, Vitizen Hotels Limited, has
commenced full-scale construction and development work at its ~100-room hotel property
located at Kavi Khabardar Marg, Main Road, Near Jetti, Nani Daman. Construction and
fit-out activities are currently in full swing, with the project on track to commence
operations in the coming financial year. Upon becoming operational, this property is
expected to contribute significantly to the Company's consolidated business revenue
and market presence in the region.
During the year under review, there has been no change in the nature of
the business of the Company.
Further, there were no significant and material order passed by the
regulators or courts or tribunals impacting the going concern status and Company's
operations in future.
There is no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of this Report.
DIVIDEND
In order to conserve the resources of the Company and for long term
requirements of funds, the Board of Directors has not recommended any dividend for the
financial year March 31, 2026.
TRANSFER TO RESERVES
Your Board does not propose to transfer any amount to reserves during
the Financial Year 2025-26 except for carrying forward of profits after tax to its
respective reserve.
RISK MANAGEMENT AND INTERNAL CONTROL
Your Company recognizes that risk is an integral part of business and
is committed to managing the risks in a proactive and efficient manner.
The Board of the Company at regular intervals monitors the financial,
operational, legal risk to the Company. There is no risk, which, in the opinion of the
Board, may threaten the existence of the Company.
The internal financial controls are adequate and are monitored at
regular intervals.
DEPOSITS
There was no deposit accepted by the Company within the meaning of
Section 73 and 76 of the Companies Act, 2013 and Rules made there under at the beginning
of the year. The Company has not invited or accepted deposit during the year and there was
no deposit which remained unpaid or unclaimed at the end of the financial year.
SHARE CAPITAL:
PREFERENTIAL ISSUE OF WARRANTS
1) The Company had, on 16th October, 2024 , issued 19,12,163 warrants
entitling to apply for and get allotted one equity share of the face value of Rs. 10/-
(Rupees Ten) each fully paid-up against every Warrant held, within 18 (Eighteen) months
from the date of allotment of Warrants at a price of Rs. 74/- per underlying equity share
/ Warrant. Rs. 22.20/- i.e 30% per warrant was paid at time of application.
On, 25 th April, 2025, 25th July, 2025, 8th August, 2025 and 2nd March,
2026 subsequent to receipt of the balance 70% of the warrant issue price @ ? 51.80/- per
warrant, 86,541, 2,43,243, 2,83,784 and 1,54,000 warrants were converted and 86,541,
2,43,243, 2,83,784 and 1,54,000 Equity Shares respectively of face value of Rs. 10/- each
were allotted.
Further as on 8th April, 2026 and 15th April, 2026 subsequent to
receipt of the balance 70% of the warrant issue price @ ? 51.80/- per warrant for 1,44,000
and 7,65,325 were converted into 1,44,000 and 7,65,325 equity shares. 45,270 Warrants held
by one non-promoter entity remained pending for conversion within the stipulated time
which got lapsed and the upfront subscription amount of ?10,04,994/- (being 30% of the
issue price) received at the time of allotment by the Company stands forfeited.
2) The Company had, issued fully paid up 13,60,000 Equity Shares of Rs.
10/- each on 30th October, 2025 at a price of Rs. 75/- per equity share on preferential
issue.
The issued, subscribed and paid up share capital of the Company as on
31st March, 2026 is Rs. 17,28,98,650/- (Rupees Seventeen Crores Twenty Eight Lakhs Ninety
Eight Thousand Six Hundred and Fifty only) divided into 1,72,89,865 (One Crore Seventy Two
Lakhs Eighty Nine Thousand Eight Hundred Sixty Five) Equity Shares of ? 10/- (Rupees Ten
only) each. The Authorised Share Capital of the Company is Rs. 20,00,00,000 /- (Rupees
Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of ? 10/- (Rupees
Ten only) each.
USE OF PROCEEDS
The proceeds generated from the issue of warrants / converted equity
shares are being utilized for the purpose for which they were raised and disclosed in
offer documents and there is no deviation in the utilization of proceeds.
SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES
As on 31st March, 2026, the Company did not have any joint
venture/associate company and has one subsidiary, namely, Vitizen Hotels Limited.
As per Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on
the performance and financial position of the subsidiary included in the consolidated
financial statement and is provided in Form AOC-1 annexed to the Financial Statement of
the Company and not repeated here.
The Board has reviewed the affairs of its subsidiary. In accordance
with the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report of the
Company containing therein the audited standalone and consolidated financial statements
and the audited financial statement of the subsidiary has been placed on the website of
the Company at https://www.kamatsindia.com/annual-report-kamats-
restaurant .The hard copy of the aforesaid documents will be provided
to the interested member upon receipt of request for the same by the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Dr. Vikram V. Kamat retires by rotation at this Annual General Meeting,
and being eligible, offers himself for reappointment. The Board of Directors recommend the
reappointment of Dr. Vikram V. Kamat. Brief details of Dr. Vikram V. Kamat are given in
the Annexure II of the Notice of this AGM.
During the period under review there is no change in Directors and Key
Managerial Personnel of the Company.
COMPOSITION OF BOARD AND STATUTORY COMMITTEES
Board of Directors as on 31st March, 2026:
Sr. No. Name |
Nature of Directorship |
| 1. Ms. Nanette D'sa |
Chairperson and Non-Executive Independent
Director |
| 2. Dr. Vikram V. Kamat |
Managing Director |
| 3. Dr. Vidhi V. Kamat |
Non-Executive Director |
| 4. Mr. Ammin U. Rajqotwala |
Non-Executive Independent Director |
| 5. Ms. Meghna Vihang Makda |
Non-Executive Independent Director |
| Audit Committee as on 31st March.
2026: |
|
Sr. No. Name |
Status in Committee |
| 1. Ms. Nanette D'sa |
Chairperson |
| 2. Mr. Ammin U. Rajqotwala |
Member |
| 3. Ms. Meghna Vihang Makda |
Member |
| Nomination and Remuneration Committee as on
31st March, 2026: |
|
Sr. No. Name |
Status in Committee |
| 1. Mr. Ammin U. Rajqotwala |
Chairman |
| 2. Ms. Nanette D'sa |
Member |
| 3. Ms. Meghna Vihang Makda |
Member |
| Stake Holders Relationship Committee as on 31st
March, 2026: |
|
Sr. No. Name |
Status in Committee |
| 1. Mr. Ammin U. Rajqotwala |
Chairman |
| 2. Dr. Vikram V. Kamat |
Member |
| 3. Ms. Nanette D'sa |
Member |
| 4. Dr. Vidhi V. Kamat |
Member |
| Board's Sub-Committee as on 31st
March, 2026: |
|
Sr. No. Name |
Status in Committee |
| 1. Dr. Vikram V. Kamat |
Chairman |
| 2. Dr. Vidhi V. Kamat |
Member |
| Allotment Committee as on 31st
March, 2026: |
|
Sr. No. Name |
Status in Committee |
| 1. Dr. Vikram V. Kamat |
Chairman |
| 2. Dr. Vidhi V. Kamat |
Member |
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2025-2026, 4 (Four) meetings of the Board of
Directors were held on 28th May, 2025, 14th August, 2025, 11th
November, 2025 and 10th February, 2026.
The details of Board Meetings and the attendance of the Directors
thereat are provided in the Corporate Governance Report and not repeated here. The
intervening time gap between two consecutive Meetings of the Board was within the limit
prescribed under the Companies Act, 2013, i.e., the same was not exceeding 120 (One
Hundred and Twenty) days.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declaration from Ms. Nanette D'sa, Mr.
Ammin U. Rajqotwala and Ms. Meghna Vihang Makda, Independent Directors of the Company as
required under Section 149(7) of the Companies Act, 2013 to the effect that they meet the
criteria of independence as provided in Section 149(6) of the Companies Act, 2013; that
they will abide by the provisions specified in Schedule IV to the Companies Act, 2013 and
that their names are registered in the data bank as per Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014. The Board has taken on record
the declarations so received from Ms. Nanette D'sa, Mr. Ammin U. Rajqotwala, and Ms.
Meghna Vihang Makda.
BOARD EVALUATION
The formal evaluation of the Board as whole, Independent and
Non-Independent Directors of the Company was done at the respective meetings of
Independent Directors and the Board of Directors each held on 10th February, 2026.
The performance of Non-Executive Independent Directors, including
Chairperson was evaluated on the criteria like endeavour to understand the nature and role
of independent director, rendering advice to management, providing recommendations
professionally as per domain knowledge and experience, heading the Committees constituted
by the Board, attendance and participations in the meetings, raising of concerns to the
Board, safeguard of confidential information and independence, rendering unbiased opinion
and resolution of issues at meetings, adherence to the applicable code of conduct for
independent directors. The Chairperson was additionally evaluated on managing
relationships with fellow Board members and senior management and other related factors.
The same was found to be satisfactory.
The Non-Independent Directors were evaluated at a separate meeting of
Independent Directors in which factors like appropriate guidance to the departmental heads
of the Company such as Marketing, sales, HR and operations, understanding of the business,
financial realities, decision making, views on the governance, financial discipline and
other practices, objective assessment on the plans framed by the executive team and role
in formulating and overseeing the corporate strategy discharge of the duties and
responsibilities entrusted, initiative with respect to various areas and for expansion,
expertise towards the operational, strategy and statutory affairs, risk management and
mitigation, commitment and maintaining desirable/ approachable relationship with Board,
management team, regulators, bankers, industry representatives and other stakeholders,
integrity and to ensure the financial compliances and working of the Company were
assessed. The same was found to be satisfactory.
Factors like Board structure/ composition with experience,
qualifications and a proper mix of competencies to conduct its affairs effectively,
diversity in terms of gender/background/ competence/experience and interaction of
Committee with the Board, approach of Board toward unforeseen situation, frequency of
meeting, agenda, logistics, relevant information, time allotted, discussion and decision
on agenda items, inputs from the Board members, circulation of minutes and incorporation
of suggestion thereon, communication with the management team, company employees and
others, helpful feedback to management on its requirements, monitoring of policies,
transparency and quality, quantity, and timeliness of the information provided, risk
management, emphasis on corporate governance, initiatives taken to ensure regulatory
compliances were considered for evaluation of the Board. The same was found to be
satisfactory.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS:
The Company constantly endeavours to familiarize its Independent
Directors on the functioning of the Company, so that they are aware of the functions of
the Company and their expertise can be utilized for the betterment of the Company. In this
view the Company has conducted Familiarization Programmes to familiarize the Independent
Directors of the Company. Details of the same are disclosed on the website of the Company
and the web link of the same is
https://www.kamatsindia.com/investors/familiarisation-programme-of-independent-
directors.html
NOMINATION AND REMUNERATION POLICY
In terms of Section 178(3) of the Companies Act, 2013 and Regulation 19
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company has a Nomination and Remuneration Policy on
Director's and Senior Management Employee's appointment and remuneration
including criteria for determining their qualifications, positive attributes, independence
and other prescribed matters in place. The Remuneration Policy of the Company is divided
into the following headings and the entire policy is available on the website of the
Company https://www.kamatsindia.com/policy-kamats-restaurant;
• Introduction
• Objective and Purpose of the Policy
• Effective date
• Definitions
• Applicability
• General
• Matters to be dealt with, perused and recommended to the Board
by the Nomination and Remuneration Committee
• Policy for appointment and removal of Director, KMP and senior
management:
- Appointment Criteria and Qualifications
- Term / Tenure
- Evaluation
- Removal
- Retirement
• Policy relating to the remuneration for the Whole-time Director,
KMP and senior management personnel
- General
- Remuneration to Whole-Time/ Executive/ Managing Director, KMP and
Senior Management Personnel
- Remuneration to Non- Executive/ Independent Director.
Currently, no compensation is paid to the Non-Executive Directors of
the Company except for the sitting fees as per provisions of Companies Act, 2013.
ANNUAL RETURN
As per Section 92 of the Companies Act, 2013, the copy of annual return
is available on the website of the Company
https://www.kamatsindia.com/annual-return-kamats-restaurant.
VIGIL MECHANISM
The Company has established a Vigil Mechanism for directors and
employees to report genuine concerns. The vigil mechanism provides for adequate safeguards
against victimization of person who use Vigil Mechanism and also provide for direct access
to the Chairperson of the Audit Committee.
The details of Vigil Mechanism are displayed on the website of the
Company https://www.kamatsindia.com/policy-kamats-restaurant
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Following are the particulars of loans, guarantees and investments
under Section 186 of the Companies, Act, 2013 of the Company:
(A) Loans and Guarantees provided: - No loans or Guarantees were given
during the year under review.
(B) Investments made:
(Amount in Lakhs)
| Nature of Investments |
Opening Balance |
Amount Invested during the year |
Amount Redeemed |
Re-measurement |
Closing Balance |
| Mutual Funds, equity shares, Bonds and Fixed
Deposits with Banks |
1,237.93 |
233.15 |
|
5.06 |
1476.14 |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTY REFERRED TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013
The particulars of Contract or arrangement in Form AOC-2 as required
under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014 is annexed to this Board Report as Annexure ‘A'. There
are no loans and advances in the nature of loans to the holding company. The details of
other loans and advances are mentioned in notes to accounts and are not repeated here.
PARTICULARS OF EMPLOYEES
There was no employee who was employed throughout the year or part
thereof and in receipt of remuneration aggregating to Rs. 102.00 Lakhs p.a. or more or who
was employed for part of the year and in receipt of remuneration aggregating to Rs. 8.50
Lakhs p.m. or more.
PARTICULARS AS PER RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Disclosures pertaining to remuneration and other details, as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, regarding remuneration of Directors,
Key Managerial Personnel and other related disclosure is given as Annexure - B to
the Board's Report.
Further, a statement showing the names and other particulars of
employees as per Rule 5(2) and 5(3) of the aforesaid Rules, forms part of this report.
However, in terms of first proviso to Section 136(1) of the Companies Act, 2013, the
Annual Report and Accounts are being sent to the members and others entitled thereto,
excluding the aforesaid information. The said information is available for inspection by
the Members at the Registered Office of the Company during business hours on working days
and through electronic means. Further in terms of proviso to said Rule 5(3), such
particulars shall be available to any shareholder on specific request made by him in
writing or e- mail to Company Secretary, at cs@kamatsindia.com.
DIRECTORS' RESPONSIBILITY STATEMENT
As required by Section 134 (5) of the Companies Act, 2013 the Directors
hereby confirm:
1. That in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material departures.
2. That the selected accounting policies were applied consistently and
the Directors 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 31st March, 2026 and of
the profit and loss of the Company for the financial year ended on that date.
3. That proper and sufficient care has been taken 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 to the best of the Directors' knowledge and ability.
4. That the annual accounts have been prepared on a going concern
basis.
5. That internal financial controls have been laid down, and are
followed by the Company and the said internal financial controls are adequate and are
operating effectively and;
6. That proper system have been devised to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and are operating
effectively.
7. That during the year 2025-2026, the Company has complied with the
Secretarial Standard as amended and applicable to the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION.
FOREIGN EXCHANGE
EARNINGS AND OUTGO
(A) Conservation of energy-
| (i) the steps taken or impact on conservation
of energy; |
The Company continued energy conservation
efforts during the year. It has closely monitored power consumption and running hours on
day- to-day basis, thus resulting in optimum utilization of energy. |
| (ii) the steps taken by the company for
utilizing alternate sources of energy; |
NIL |
| (iii) the capital investment on energy
conservation equipment. |
NIL |
(B) Technology absorption- |
|
| (i) the efforts made towards technology
absorption; |
The activities of the Company at present do
not involve technology absorption and research and development. |
| (ii) the benefits derived like product
improvement, cost reduction, product development or import substitution; |
NIL |
| (iii) in case of imported technology
(imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported; (b) the year of import; (c) whether the technology
been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken
place, and the reasons thereof; and |
NIL |
| (iv) the expenditure incurred on Research and
Development. |
NIL |
(C) Foreign exchange earnings and outgo-
The Foreign Exchange earned in
terms of actual inflows during the year; |
NIL (Previous year - NIL) |
The Foreign Exchange outgo during
the year in terms of actual outflows. |
NIL (Previous year - NIL) |
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE
ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
Aggregate number of
shareholders and the outstanding shares in the suspense account lying at the beginning of
the year |
Number of shareholders who
approached listed entity for transfer of shares from suspense account during the year |
Number of shareholders to
whom shares were transferred from suspense account during the year |
Aggregate number of
shareholders and the outstanding shares in the suspense account lying at the end of the
year |
NIL |
NIL |
NIL |
NIL |
Declaration that the voting rights on shares in the suspense account
shall remain frozen till the rightful owner of such shares claims the shares - Not
Applicable
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under
Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed as Annexure ‘C' of this
Board's Report.
STATUTORY AUDITOR
M/s. Chaturvedi Sohan & Co., Chartered Accountants, Mumbai (FRN:
118424W) were appointed as Statutory Auditors of your Company at the 15 th Annual General
Meeting held on 26th August, 2022 for a term of five consecutive years and they continue
to hold the office.
COST RECORDS AND AUDIT
The provisions relating to maintaining of cost record and to conduct
cost audit are not applicable to the Company.
SECRETARIAL AUDITOR
M/s. Pooja Sawarkar and Associates, Practicing Company Secretary,
Mumbai were appointed as the Secretarial Auditor of the Company for period of five years
from the financial year 2025-2026 and they continue to hold the office.
In terms of Section 204(1) of the Companies Act, 2013, a Secretarial
Audit Report is annexed as Annexure ‘D' of this Board's Report. M/s. Pooja
Sawarkar and Associates is proposed to be appointed for a period of five consecutive years
from the date of this general meeting.
RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS AND
DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS
There are no qualifications, reservations, adverse remarks, disclaimers
or any fraud reported by the Statutory Auditors in their report on Financial Statements
for the Financial Year 2025-26.
There are no qualifications, reservations, adverse remarks and
disclaimers of the Secretarial Auditors in the Secretarial Audit Report for the Financial
Year 2025-26.
INDIAN ACCOUNTING STANDARD (IND AS)
The Company has adopted Indian Accounting Standards (“IND
AS”) from April 01, 2022 with a transition date of April 01, 2021. Accordingly, the
financial statement for the year 2025-26 has been prepared in accordance with IND AS,
prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules
issued thereunder and the other recognised accounting practices and policies to the extent
applicable.
CORPORATE GOVERNANCE
Your Company has been practising the principles of good corporate
governance. In accordance with Regulation 34 read with Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, a detailed report on corporate governance is annexed as Annexure ‘E'. M/s
Pooja Sawarkar and Associates, Practising Company Secretaries, have certified that the
Company is in compliance with the requirements of Corporate Governance in terms of
Regulation 34 of the Listing Regulations and the Compliance Certificate is annexed to the
Report on Corporate Governance.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 regarding
Constitution of Corporate Social Responsibility (CSR) Committee and spending of at least
2% of average net profit are not applicable to the Company.
TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND
PROTECTION FUND
There is no money in the unpaid dividend account which remained
unclaimed or unpaid for a period of seven years from date of transfer of such amount to
the unpaid dividend account and the Company was not required to transfer any such amount
to Investor Education and Protection Fund.
PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE,
2016 AND SETTLEMENTS
During the year under review, no application was made or any proceeding
was pending by or against the Company under the Insolvency and Bankruptcy Code, 2016.
The repayment of the loan availed from Bank or Financial Institution by
the Company are as per repayment schedule. Hence, question of one time settlement and
difference between valuation done at the time of one time settlement and valuation while
taking loan from Bank/Financial Institution does not arise.
MATERNITY BENEFIT ACT COMPLIANCE:
The Company is committed to providing a supportive, secure, and
inclusive work environment for its women employees. In strict compliance with the
provisions of the Maternity Benefit Act, 1961 (and its amendments), the Company provides
fully paid maternity leave, creche facilities (where applicable), and flexible working
arrangements to eligible employees. During the financial year under review, there were no
complaints or instances of non-compliance reported regarding maternity benefits. The
Company continues to actively promote policies that assist working mothers in balancing
their professional and personal responsibilities.
DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013 (POSH) COMPLIANCE:
The Company has zero tolerance towards any form of sexual harassment
and is fully committed to providing a safe and respectful work environment for all
employees. In line with the requirements of the POSH Act, 2013, the Company has
constituted an Internal Complaints Committee (ICC) across its administrative offices and
hotel units to redress complaints regarding sexual harassment. Regular awareness programs
and workshops are conducted to sensitise employees.
The details of complaints received and disposed of during the financial
year are as follows:
Number of complaints pending at the beginning of the year: Nil Number
of complaints received during the year: Nil Number of complaints disposed of during
the year: Nil Number of complaints pending at the end of the year: Nil
EMPLOYEE RELATIONS
The relations of the management with staff and workers remained cordial
during the entire financial year.
ACKNOWLEDGEMENTS
The Directors place on record their appreciation for the sincere and
whole hearted co-operation extended by all concerned, particularly Company's bankers,
Bombay Stock Exchange Limited, the Government of Maharashtra, the Central Government,
suppliers, clientele and the staff of the Company and look forward to their continued
support. The Directors also thank the members for continuing their support and confidence
in the Company and its management.
On behalf of the Board of Directors Vikram
Kamats Hospitality Limited |
|
Nanette D'sa |
Dr. Vikram V. Kamat |
Chairperson and Independent Director |
Managing Director |
DIN: 05261531 |
DIN: 00556284 |
| Place: Mumbai |
|
| Date: 29th May, 2026 |
|
