Notice of 64th AGM and Annual Report for the FY 2025-26

September 02, 2026 Chennai BSE Limited, P.J. Towers, Dalal Street, Mumbai 400001 BSE Scrip Code: 500016 ISIN: INE957C01019 Dear Sir / Madam, Sub: Notice of the 64th Annual General Meeting (AGM) and the Annual Report of the Company for the financial year 2025-2026 We wish to inform you that the 64th Annual General Meeting (“AGM”) of the Company is scheduled to be held on Friday, 25th September, 2026 at 10.00 AM (IST) through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) Pursuant to the provisions of Regulation 30 and 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed a copy of Notice of the 64th Annual General Meeting (AGM) along with the Annual Report of the Company for the financial year 2025-2026. In compliance with the applicable Circulars issued by the MCA and SEBI, the Notice of the 64th AGM along with the Annual Report for the financial year 2025-2026 are being sent only through electronic mode to those eligible Members whose email addresses are registered with the Company/ Depositories/ Registrar and Share Transfer Agents. A copy of the letter containing the web-link for accessing the Notice of the AGM and the Annual Report 2025-26 which is being sent to all the members who have not registered their email address with Company/ Registrar and Share Transfer Agent/ their Depository Participants. The copy of the Notice along with the Annual Report is also available on the website of the Company at www.arunahotels.com. Kindly take the above on record. Thanking you, Yours faithfully, For ARUNA HOTELS LIMITED N. Sornalatha Company Secretary & Compliance officer Encl: a/a Registered Office: No.145, Sterling Road, Nungambakkam, Chennai 600034, TN, India Ph.: 044- 4588 4580; e-mail: directorsaruna@gmail.com; cs@ahlchennai.com, Website: www.arunahotels.com ARUNA HOTELS LIMITED ARUNA HOTELS LIMITED CONTENTS 1. Company Information - 1 2. Notice to Members - 2 3. Board’s Report - 18 4. Annexure to Board’s Report - 26 5. Management Discussion and Analysis Report - 30 6. Corporate Governance Report - 35 7. Certificate on Corporate Governance Report - 50 8. Auditors Report - 51 9. Standalone Financial Statements - 60 10. Cash Flow Statement - 63 11. Notes to Financial Statement - 64 ARUNA HOTELS LIMITED COMPANY INFORMATION Radhaswamy Venkateswaran (DIN: 09532159) Managing Director Suyambu Narayanan (DIN: 07718798) Non-Executive Independent Director Muralidharan Ramasamy (DIN: 07092976) Non-Executive Non-Independent Director R. Rajkumar (DIN: 09702403) Non-Executive Non-Independent Director R.Vijayalakshmi(DIN:11060612) Non-Executive Independent Director M.Irulappan (DIN: 11876187) Additional Director- Independent Director (W.e.f 12.08.2026) Chief Financial Officer Company Secretary P. Nagaraj N.Sornalatha Statutory Auditors Secretarial Auditors M/s Venkat & Rangaa LLP., B.Prabhakar Chartered Accountants, Practising Company Secretaries New.No.6, Old No.15, Plot No. 173, V.G.P Nagar, Central Avenue,Kesavaperumalpuram Mogappair, R.A.puram, Chennai Chennai 600028 Internal Auditors Bankers M/s G S P U Associates, HDFC Bank Limited Chartered Accountants R K Salai Branch, Mylapore, T.C.14/4354/5, Second Floor, Trinity Centre, Chennai 600004 Kesavadasapuram Junction, Pattom.P.O., Thiruvananthapuram, Kerala State - 695 004. Registered Office Registrars & Share Transfer Agents 145, Sterling Road, M/s MCS Share Transfer Agent Limited Nungambakkam, 3B3, 3rd Floor, Gundecha Onclave, Chennai 600034 Kherani Road, Sakinaka , Andheri East, Mumbai Maharashtra 400072 COMPANY INFORMATION Incorporation >1960 Listing > The BSE Limited (BSE) Scrip Code > 500016 Demat ISIN > INE957C01019 CIN > L15421TN1960PLC004255 ARUNA HOTELS LIMITED NOTICE TO MEMBERS Notice is hereby given that the 64th (Sixty-Fourth) Annual General Meeting (‘AGM’) of the Members of ARUNA HOTELS LIMITED, (the “Company”) will be held on Friday, the 25th day of September, 2026 at 10.00 a.m. (IST) through Video Conferencing (‘VC’) / Other Audio-Visual Means (‘OAVM’) to transact the following businesses: ORDINARY BUSINESS: 1. Adoption of Audited Financial Statements of the Company To receive, consider and adopt the Standalone Audited Financial Statements of the Company for the year ended March 31, 2026, together with the Reports of the Board of Directors and the Auditors thereon. 2. Re-appointment of Mr.R Muralidharan (DIN: 07092976) as a Director, liable to retire by rotation To appoint a Director in the place of Mr. R.Muralidharan (DIN: 07092976), who retires by rotation and, being eligible offers himself for re-appointment. SPECIAL BUSINESS 3. Re-appointment of Mr. Radhaswamy Venkateswaran (DIN No:09532159) as Managing Director of the Company for a term of 5 (five) consecutive years To consider and if thought fit , to pass the following resolution as an Special Resolution “RESOLVED THAT pursuant to the provisions of Sections 2(54), 152, 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other applicable rules made thereunder, applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Articles of Association of the Company and other applicable laws, rules, regulations and guidelines, if any, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company, consent of the Members be and is hereby accorded for the re-appointment of Mr. Radhaswamy Venkateswaran (DIN: 09532159) as the Managing Director of the Company, for a period of 5 (Five) consecutive years, with effect from March 10, 2027 to March 9, 2032, liable to retire by rotation, upon the terms and conditions, including remuneration, as set out hereunder. RESOLVED FURTHER THAT during his tenure as Managing Director, Mr. Radhaswamy Venkateswaran shall be paid a consolidated remuneration of Rs. 28,350/- (Rupees Twenty Eight thousand three Fifty only) per month. RESOLVED FURTHER THAT the aforesaid consolidated remuneration shall be subject to such modifications, variations or revisions as may be approved by the Board of Directors of the Company and/or the Nomination and Remuneration Committee, from time to time, within the limits prescribed under the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, and subject to such further approval of the Members as may be required under applicable law. RESOLVED FURTHER THAT notwithstanding anything contained herein, in the event of absence or inadequacy of profits in any financial year during the tenure of Mr. Radhaswamy Venkateswaran, the Company may pay him the aforesaid remuneration as minimum remunerationfor a period not exceeding three years, subject to compliance with the provisions of Schedule V to the Companies Act, 2013 and other applicable provisions of law and obtaining such approvals, if any, as may be required. RESOLVED FURTHER THAT the Board of Directors of the Company and the Nomination and Remuneration Committee or any other Committee thereof, to the extent authorised by the Board, be and is hereby authorised to do all such acts, deeds, matters and things, including settling or resolving any questions, difficulties or doubts that may arise in this regard, and to execute all such documents, writings and filings as may be considered necessary, proper or expedient for the purpose of giving effect to this resolution.” 4. Appointment of Mr. M.Irulappan (DIN: 11876187) as a Non-Executive Independent Director of the Company To consider and, if thought fit, to pass the following resolution as a Ordinary Res [Showing first 8,000 characters — download PDF for full document]