Asian Hotels East Ltd Directors Report

Your Board takes pleasure in presenting the 19 th Annual Report of the Company along with the audited financial statements of the Company for the financial year ended 31 st March, 2026.

FINANCIAL HIGHLIGHTS:

Your Companys performance for the financial year ended 31 st March, 2026 along with the previous year figures is summarised as under:

(Rs. in lakhs)

Particulars	Standalone		consolidated
	2025-26	2024-25	2025-26	2024-25
Gross Revenue	12,228.74	11,302.28	12,228.74	11,302.28
Profit before Depreciation, Finance Costs, Tax and Exceptional items	5,770.97	5,475.11	3,771.88	7,053.79
Less: Depreciation	406.98	381.25	464.15	382.51
Less: Finance Cost	1,650.61	1597.59	2,031.49	3,952.95
Profit/(Loss) before tax	3,713.38	3,496.27	(4936.82)	2,718.33
Tax Expenses (including Deferred Tax)	944.49	956.67	927.21	966.30
Profit after tax	2,768.89	2,539.60	(5864.04)	1,752.03
Other Comprehensive Income	4.01	8.46	4.01	8.46
Total Comprehensive Income for the period	2,772.90	2,548.06	(5860.03)	1,760.49

TRANSFER TO RESERVES:

During the financial year ended 31st March, 2026, no amount has been transferred to General Reserve out of the amount available for appropriation.

DIVIDEND:

The Board has not recommended any dividend for the financial year ended 31st March, 2026 in order to conserve cash resources to meet its own capex requirements and to provide necessary financial support to its wholly-owned subsidiary Novak Hotels Pvt Ltd, as and whenever required.

BUSINESS OVERVIEW AND OPERATING PERFORMANCE / STATE OF COMPANYS AFFAIRS:

During the financial year ended 31st March, 2026, Hyatt Regency Kolkata (the hotel) closed the year-end occupancy at 77.3% which is a year on year growth of 2.2% compared to the competition average closure of 75.7% which grew by 1.8%.

Further, during the financial year ended 31st March, 2026, Average Daily Rate (ADR) of the hotel is closed at Rs. 8,669/- which is a growth of 9.8% as compared to the competition average closure of Rs. 8,722/- which is a year-on-year growth of 10.7%.

The hotel has shown agility by changing business mix based on market needs. The hotel focused on brand.com and online distributors to drive high priced demand while traditional corporate business had been prospected for driving base business. Group business share was driven by wedding, corporate MICE and sports blocks.

The hotel has been largely successful in booking all the relevant wedding dates during the last year. The hotel has improved its market share in spite of low market demand and has ended the year at rank 2 in Revenue per Available Room (RevPAR).

During the financial year ended 31st March, 2026, there were no material changes and commitments affecting the financial position of the Company.

Further, there has been no change in the nature of business of the Company since its incorporation.

SUBSIDIARY COMPANIES:

The Company has two wholly owned and unlisted Indian subsidiaries, namely, Novak Hotels Private Limited, Mumbai and GJS Hotels Limited, Kolkata.

i) NOVAK HOTELS PRIVATE LIMITED

During the financial year under review, Novak Hotels Pvt Ltd commenced renovation/ refurbishment work at Hyatt Regency Mumbai hotel project site. The management expects to start hotel operations in the future.

ii) GJS HOTELS LIMITED

You are aware that the Honble High Court of Odisha vide its order dated 13th November, 2024 had stayed the revocation order dated 2nd November, 2024 issued by the Govt of Odisha through the GA Dept. The stay continues to be effective as of the date of this Report. The matter is pending before the Honble High Court for further hearing. Next date of hearing has not yet been listed.

Meanwhile, during the financial year under review, the officials of GJS Hotels Ltd were actively engaged with the office of the Honble Chief Minister of Odisha to represent its case/ concerns with the intention of achieving an early and amicable resolution of the matter. The management is hopeful of a favourable outcome in the Companys interest.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statement of the subsidiaries of the Company in Form AOC-1 is annexed herewith marked as Annexure-I to this Report. The audited financial statements of the Company and of its subsidiaries have also been uploaded on the website of the Company reports.html.

The consolidated financial statements of the Company are prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) and forms an integral part of this report.

The Policy for determining material subsidiaries of the Company has been provided in the following link: policiespdf/Policy%20on%20Material%20Subsidiaries.pdf

AUDITORS & AUDITORS REPORT:

Statutory Auditors:

M/s. Singhi & Co., Chartered Accountants, (Firm Registration No. 302049E), was appointed as the Statutory Auditors of the Company at the 15th Annual General Meeting (AGM) held on 28th September, 2022 for a period of five (5) consecutive years. It has submitted a certificate confirming that its appointment is in accordance with Section 139 read with Section 141 of the Companies Act, 2013. The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12)of the Act, in the year under review.

Statutory Auditors Qualifications:

Please refer to the audit report on standalone financial statement and consolidated financial statements of the Company for the financial year ended 31st March, 2026.

Explanation to Auditors Comment:

The Auditors Qualification has been appropriately dealt with in Note No 39 of the audited standalone financial statements and Note No 37 of the audited consolidated financial statements which are self-explanatory and therefore do not call for any further comments. The Auditors Report is enclosed with the financial statements in this Annual Report.

Internal Auditor:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions, if any, of the Companies Act, 2013, M/s. S.K. Agarwal & Co. holds the office of Internal Auditor to conduct an internal audit for the financial year ended 31st March, 2026.

Secretarial Auditor:

Pursuant to the provisions of 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, M/s Priyanka Rudra and Associates, Practicing Company Secretary (COP No. 25258), was appointed as the Secretarial Auditor of the Company at the 18th Annual General Meeting (AGM) held on 5th September, 2025 for one (1) term of five (5) consecutive years.

Pursuant to Regulation 24A of the Listing Regulations, 2015, the Secretarial Audit Report of the Company is annexed to this Report, collectively as Annexure II.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Companys Article No. 110 of Articles of Association, Mr. Devesh Saraf (DIN: 07778585), Non-Executive Director retires by rotation and being eligible, offers himself for reappointment at the ensuing AGM. Brief details of the Director who is proposed to be reappointed, as required under Regulation 36 of the Listing Regulations, 2015 are provided in the Notice of AGM.

Further, pursuant to the provisions of Section 149, 150, 152 and Schedule IV of the Companies Act, 2013 read with the rules made thereunder and Regulations 16(1)(b), 17, 25 of the Listing Regulations, 2015 and upon recommendation of Nomination and Remuneration Committee at its meeting held on 28th March, 2026, your Board, at its meeting held on 30th May, 2026, has reappointed Mr Sandipan Chakravortty (DIN: 00053550) as a Non-Executive Independent Director of the Company for a second term of five (5) consecutive years effective from 10th August, 2026 to 9th August, 2031 subject to the approval of the members in the ensuing AGM.

In terms of Regulation 17(1A) of the Listing Regulations, 2015, the continuation of directorship of Mr Sandipan Chakravortty (DIN: 00053550) as a Non-Executive Independent Director is also recommended for the approval of members by way of special resolution in the ensuing AGM as he has attained the age of 75 years.

Your directors would like to confirm that all directors have filed form MBP-1 with your Company as required under Section 184 of the Companies Act, 2013 read with Rule 9 of the Companies (Meetings of Board and its Powers) Rules, 2014 along with DIR-8 as required under Section 164 of the Companies Act, 2013. Your Company has also received annual declarations from all the independent directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulations 16(1)(b) and 25 of the Listing Regulations, 2015 and there has been no change in the circumstances, which may affect their status as independent director during the year.

Also, your Company has received annual declaration from the Independent Director confirming that he has registered his name with the data bank maintained by the Indian Institute of Corporate Affairs [IICA], Manesar as prescribed by the Ministry of Corporate Affairs.

None of the directors on the Board of your Company has been debarred or disqualified from being appointed or to continue as director of the Company by SEBI, MCA or any other statutory authorities.

Key Managerial Personnel

During the year under review, there has been no change in the Key Managerial Personnel of the Company. In terms of Section 203 read with Section 2(51) of the Companies Act, 2013, the Key Managerial Personnel of the Company are:

- Mr. Arun Kr. Saraf, Jt. Managing Director

- Mr. Umesh Saraf, Jt. Managing Director

- Mr. Bimal K. Jhunjhunwala, Chief Financial Officer

- Mr. Saumen Chatterjee, Chief Legal Officer & Company Secretary

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations 2015.

The evaluation of the Board of Directors was based on criteria such as appropriateness of Board composition and structure, decisions passed by the Board of Directors, awareness on Industry operations, compliance with applicable laws, succession planning, strategic planning, implementation of guidelines or strategies decided by the Board of Directors etc.

The evaluation of the Committees was based on criteria such as composition, functioning, competencies of the members, frequency of meetings, procedures, monitoring, advisory role, timely reporting to Board of Directors, etc.

NOMINATION And REMuNERATION POLIcY:

In line with the requirements of section 178 of the Companies Act, 2013 and the Listing Regulations, 2015, the Company has formulated a Nomination & Remuneration Policy which can be accessed on the Companys website at companypolicies.html.

BOARD DIVERSITY:

The Company recognizes and believes that a diverse Board will enhance the quality of the decisions made by utilizing different skills, qualifications, professional experiences, knowledge, gender, ethnicity, background and other distinguished qualities etc. of the members of the Board, necessary for effective corporate governance, sustainable and balanced development.

The Board has adopted a Board Diversity Policy as required under Regulation 19 read with Part D of Schedule II of the Listing Regulations, 2015 which sets out the approach to diversity. The Board Diversity Policy is available on our weblink: . com/policiespdf/Board%20Diversity%20Policy.pdf

directors RESPONSIBILITY STATEMENT:

In accordance with the provisions of Sections 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the financial year ended 31st March, 2026 and based upon representations from the Management, the Board states that:

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

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 the end of the financial year under review and of the profit of the Company for that year;

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 said accounts have been prepared on a going concern basis;

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

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

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

The information required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to conservation of energy, technology absorption and foreign exchanges earning and outgo to the extent possible in the opinion of your Directors, is annexed hereto as Annexure-III and forms part of this Report.

particulars OF PERSONNEL:

The disclosure on the details of remuneration to Directors and other employees pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. With respect to the statement containing information under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the report and the accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement is open for inspection at the registered office of the Company during working hours and any Member interested in obtaining a copy of the same may write to the Chief legal Officer & Company Secretary at the email id: .

particulars OF contracts OR ARRANGEMENTS with related PARTIES:

All related party transactions that were entered into by the Company during the financial year under review were in the ordinary course of business and on arms length basis. There were no contracts or arrangements entered into by the Company which falls under the purview of Section 188 of the Companies Act, 2013 and there were no material related party transactions in terms of Regulation 23 of the Listing Regulations, 2015. Thus, disclosure as required in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not applicable to the Company. Prior omnibus approval was obtained for related party transactions which are repetitive in nature and entered in the ordinary course of business and were at arms length. All related party transactions were placed before the Audit Committee for review every quarter.

The Policy on related party transactions and dealing with related party transactions, as approved by the Board, can be accessed on the Companys weblink:

Transactions%20and%20on%20Dealing%20with%20Related%20Party%20Transactions.pdf. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

The details of the transactions with related parties are set out in Notes to the standalone and consolidated financial statements pursuant to Ind AS.

MANAGEMENT DIScuSSION AND ANALYSIS REPORT AND cORPORATE GOVERNANcE REPORT:

Pursuant to Schedule V of Regulation 34(3) of the Listing Regulations, 2015, Management Discussion and Analysis Report as Annexure-IV and Corporate Governance Report as per Regulation 34(3) read with Schedule V of the Listing Regulations, 2015 as Annexure-V and Compliance Certificate on Corporate Governance from the Practicing Company Secretaries are annexed to this Report.

corporate social RESPONSIBILITY (cSR):

As required under Section 135 of the Companies Act, 2013, the Company had spent Rs 69,00,000/- (Rupees Sixty-Nine lakhs only) as CSR expenditure, for the financial year ended 31st March, 2026. The details of the CSR Committee, CSR projects, CSR amount spent, etc., for the financial year ended 31st March, 2026 are annexed and marked as Annexure-VI to this report.

The Companys CSR Policy formulated in accordance with Section 135 of the Companies Act, 2013 read with the Companies (CSR Policy) Rules, 2014 is available on the Companys weblink: .

Apart from the corporate side, Hyatt Regency, Kolkata hotel being an operator also separately does its CSR activities regularly.

World of Care at Hyatt has been the core strength of the hotels identity.The hotels takes immense pride in being a part of Hyatts journey of Care and giving back to the society with a sense of gratitude. Each year, its social responsibility initiatives are guided by key pillars focused on the wellbeing of its people and the society.

Driven by compassion and a strong sense of social responsibility, the hotel has undertaken a series of impactful CSR initiatives supporting children, families in medical distress and animal welfare. At SOS Childrens Villages India, contributions worth Rs 45,763/- including groceries, hygiene essentials and stationery helped underprivileged and orphaned children meet their basic needs while fostering a sense of care and belonging. Support was also extended to families of cancer patients at Tata Medical Centre with donation worth Rs 1,18,540/- comprising groceries, fruits, stationery and toys, offering dignity and relief during a challenging phase.In addition, the hotel contributed Rs 40,000/- in food and hygiene supplies to Chhaya Animal Hospital & Shelter, improving care for vulnerable animals. Further, clothing collected from associates was also donated in kind to underprivileged children through Stars Welfare Society promoting sustainability while bringing comfort and reassurance to the children in need.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY:

Your Company, has in place, an adequate system of internal controls, with documented procedures covering all corporate functions and hotel operating units. Systems of internal controls are designed to provide reasonable assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguards for assets, the reliability of financial controls, and compliance with applicable laws and regulations. Adequate internal control measures are in the form of various policies and procedures issued by the Management covering all critical activities viz. Revenue Management, Hotel Operations, Purchase, Finance, Human Resources, Safety, etc. These policies and procedures are updated from time to time and compliance is monitored by Internal Audit.

The effectiveness of internal controls is reviewed through the internal audit process, which is undertaken for every operational unit and all major corporate functions under the direction of the Operations department. The Audit Committee of the Board oversees the adequacy of the internal control environment through regular reviews of the audit findings and monitoring implementations of internal audit recommendations through the compliance reports submitted to them. The Statutory Auditors of your Company have opined in their report that your Company has adequate internal controls over financial reporting.

RISK MANAGEMENT:

Your Company has adopted a Risk Management Policy pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013 to identify and evaluate business risks and opportunities for mitigation of the same on a continual basis. This framework seeks to create transparency, minimize adverse impact on business objective and enhance your Companys competitive advantage. In your company, risks are carefully mapped and a risk management framework is involved.

Your Company is faced with risks of different types, each of which needs varying approaches for mitigation. Details of various risks faced by your Company and their mitigation are provided in the Management Discussion and Analysis Report. The Companys risk management policy formulated in accordance with Section 134(3)(n) of the Companies Act, 2013 as approved by the Board is available on Companys weblink: .

DISCLOSuRES:

A) ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Act read with Rule 12 of Chapter VII, Companies (Management and Administration) Amendment Rules, 2020, Annual Return of the Company in Form MGT-7 for the financial year ended 31st March, 2026 is available under the Companys weblink:

B) MEETINGS OF THE BOARD

During the financial year ended 31st March, 2026, the Board of Directors had four (4) meetings. These meetings were held on 30th May, 2025, 14th August, 2025, 14th November, 2025 and 13th February, 2026. The details in relation to attendance at the meetings are disclosed in the Corporate Governance section which forms a part of this report.

c) composition of audit committee

The Audit Committee comprised of three (3) Directors amongst which two (2) were Independent Directors, namely Mr. Shourya Sengupta and Ms. Swati Singhania and one (1) is Jt. Managing Director namely Mr. Umesh Saraf.

There have been no instances during the financial year when recommendations made by the Audit Committee were not accepted by the Board. The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

d) secretarial standards

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

E) vigil mechanism/ whistle blower policy

Your Company has adopted a Whistle Blower Policy to provide a mechanism for the Directors and employees to report genuine concerns about any unethical behaviour, actual and suspected fraud or violation of your Companys Code of Conduct. The Policy 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 appropriate or exceptional cases. The provisions of the policy are in line with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 22 of the Listing Regulations, 2015. The vigil mechanism/whistle blower policy can be accessed on the Companys weblink: Vigil%20Mechanism%20or%20Whistle%20Blower%20Policy.pdf

Further, during the year under review, no Complaint was received by the Company under the policy.

F) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) Act, 2013

The Company has always shown concern for every employee working in the organization. It has zero tolerance towards sexual harassment in the workplace and has an Internal Complaints Committee to consider and redress complaints of sexual harassment. The Company has also adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder to provide safe working environment for the benefit of the employees.

Status of complaints as on March 31,2026:

Sl. No. Particulars	Number of complaints
1. Number of complaints of sexual harassment received in the year	Nil
2. Number of complaints disposed off during the year	Nil
3. Number of cases pending for more than 90 days	Nil

G) cOMPLIANcE With The MATERNITY BENEFIT AcT, 1961

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a supportive and inclusive work environment and ensures that all relevant policies and practices are regularly reviewed and aligned with the applicable statutory requirements.

h) particulars of loans given, investment made, guarantees given and security provided

Pursuant to the provisions of Section 134(3)(g) of the Companies Act, 2013, particulars of loans, guarantees, investments and securities given under Section 186 of the Companies Act, 2013 are given in the notes to the financial statements vforming part of this Annual report.

i) particulars of remuneration

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 as amended, are provided in Annexure-VII to this report.

J) maintainance Of cost records

The maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

K) GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions on these items during the financial year ended 31st March, 2026 under review:

i) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iv) The Jt. Managing Directors of the Company did not receive any remuneration or commission from any of its subsidiaries.

v) No significant or material orders were passed by the Regulators or Courts or Tribunals which could impact the going concern status and Companys operations in future.

vi) There has been no change in the nature of business of the Company.

vii) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

ACKNOWLEDGEMENT

Your Board express their deep sense of appreciation for the contribution made by the employees to the significant improvement in the operations of the Company.

The Directors also thank all associates including customers, the Government of India, Government of West Bengal, Government Agencies, Hyatt Hotels Corporation, U.S.A., Bankers, Suppliers, Shareholders and others for their continuous co-operation and support.

For and on behalf of the Board of Directors

Kolkata
9th July, 2026

Shourya Sengupta
Director
(DIN: 09216561)

umesh Saraf	Swati Singhania
Jt. Managing Director	Director
(DIN: 00017985)	(DIN: 03610903)