Asian Hotels (North) Ltd Directors Report

Save as otherwise stated above, the Company has complied with the requirements of corporate governance as stipulated in the Listing Regulations.

Pursuant to the provisions of the Listing Regulations, the Corporate Governance Report, together with the Auditors Certificate thereon, is annexed hereto as Annexure D and Annexure E respectively.

Due to heavy losses incurred by the Company since FY 2014-15, the Company was not obliged to make any contribution towards CSR activities from the financial years 2014-15 to 2023-24 as per Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

However, the Company has reported profit for the FY 2024-25 and thereby provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable on the Company. In view of the profit incurred by the Company during the year under review, the average profit for the financial years from 2022-23, 2023-24 & 2024-25 worked out to be negative and therefore Company is not obliged to make any contribution towards CSR activities for the financial year 2025-26. However, as per Section 135(9) of the Companies Act, 2013 Where the amount to be spent by a company under proposed CSR expenditure does not exceed fifty lakh rupees, the requirement for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee be discharged by the Board of Directors. The Board of Directors has adopted the Corporate Social Responsibility (CSR) policy of the Company.

Further, based on the market capitalization of the Company, the provisions relating to the formation of a Risk Management Committee is not applicable to the Company.

During the year under review, Six(6) Board meetings were held, details of which are given in the Corporate Governance Report annexed to this Report as Annexure F.

The Whistle Blower Policy provides that all employees and directors of the Company are eligible to make protected disclosures to the competent authority i.e. the Chairman of the Audit Committee with respect to any improper activity concerning the Company. The policy provides for direct access to the Chairman of the Audit Committee. The mechanism provides for adequate safeguards against victimization of employees and directors to avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

During the year under review, neither any case was reported under the Whistle Blower Policy nor was anyone denied access to the said competent authority or the Audit Committee.

The aforesaid Annual Return will be filed with the Ministry of Corporate Affairs post annual general meeting, within the prescribed timelines in prescribed form MGT-7 (including form MGT-8). Thereafter, the final Form MGT-7 and Form MGT-8 would be uploaded on the Companys website at the above mentioned link.

Annual evaluation of the performance of the Board, its Committees and of individual directors has been made by the Board. The Board followed the following mechanism for evaluating the performance of the Board, its Committees and individual directors including the Chairman and Independent Directors of the Company:

a. the Independent Directors through their exclusive meeting evaluated the performance of Non- Independent Directors, the Chairman and the Board as a whole;

b. the Nomination and Remuneration Committee considered the views of the Independent Directors through their exclusive meeting regarding the performance of Non-Independent Directors and based there-upon made its recommendations to the Board about their performance;

c. the Nomination and Remuneration Committee evaluated the performance of Independent Directors and made its recommendations to the Board about their performance; and

d. the Board finally evaluated the performance of all individual directors, the Chairman, the Board as a whole and Committees of the Board thereof. While evaluating the performance of the Board, it considers the views of the Independent Directors through their exclusive meeting.

The Board of Directors of the Company has in place an evaluation criterion for assessment of its own performance, that of the committees of the Board and the individual directors. Leadership abilities, understanding the business dynamics, strategic planning for sustainable growth and protection of minority shareholders interest, are the essential criteria of the performance evaluation of the Directors.

The Board in its meeting held on February 13, 2025, discussed its overall performance and concluded that the Board and its Committees have been performing satisfactorily. Further, based on the feedback received from fellow directors, the Board also evaluated the performance of the individual directors (including the Chairman) and found it satisfactory.

During the year under review, all the Independent Non-executive Directors have confirmed and submitted declarations to the effect that they meet the criteria of independence as laid down under Section 149 and 150 of the Act read with rules framed thereunder and other applicable provisions of the Act read with relevant regulations of the Listing Regulations. Independent Non-Executive Directors have also submitted declarations for the financial year 2025-26 confirming that they continue to meet the criteria of independence as laid down under aforesaid provisions.

Further, they have confirmed that they have obtained registration with the Indian Institute of Corporate Affairs as an Independent Director and such registration continues to be valid; and that they shall ensure renewal of such registration within a period of thirty days from the date of its expiry, as applicable; and that they have complied with Rule 6(1) & 6(2) of Companies (Appointment and Qualification of Directors) Rules, 2014 and the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019.

Further, in terms of Regulation 25(8) of the Listing Regulations, they 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 of independent judgment and without any external influence.

Reliance was placed on these confirmations/declarations while ascertaining the adequacy of number of independent directors for the purposes of compliance with Regulation 17 and other applicable regulations of the Listing Regulations.

All the Independent Directors have also confirmed that they have complied with the Companys code of conduct. Based on the declarations received, in the opinion of the Board, all the independent non-executive directors fulfill the conditions specified under Section 149 of the Act and the Listing Regulations, as amended, and that they are independent of the management. The Board also recommends their continued association with the Company as an Independent Directors.

In the opinion of the Board of Directors of the Company, all Independent Directors of the Company possess requisite skill, expertise and experience (including the proficiency) and they are the person of high integrity and repute as prescribed under section 149(6) of the Act and the Companies (Appointment and Disqualification of Directors) Rules, 2014 read with the Companies (Accounts) Rules, 2014 (including amendment thereof).

All contracts, arrangements or transactions entered in to by the Company during the financial year 2024-25, were in the ordinary course of business and were at an arms length basis. Relevant Related Party Disclosures under the provisions of the Act and the Listing Regulations, as applicable, are provided in the Note no. 39 to the financial statements.

For all foreseeable repetitive related party transactions, prior omnibus approval of the Audit Committee is obtained as per applicable laws, on yearly basis, considering that such approval are in the interest of the Company.

During the year under review, the Company had not entered into any contract, arrangement or transaction with related parties which could be considered material in accordance with the Companys policy on materiality of related party transactions read with the provisions of the Listing Regulations. Accordingly, there are no transactions which are required to be reported in Form AOC-2 in pursuance of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Your Company has not given any Loans, Guarantees or made any investments under the provisions of section 186 of the Companies Act, 2013 during the year under review.

The salient features of the said policy are as under:

a) Role of the Nomination and Remuneration Committee

• Ensure diversity of Board;

• Formulate criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board their appointment; Identify persons who are qualified to become Directors and/or Senior Management Personnel (SMP) and recommend to the Board their appointment;

• Recommend to the Board a remuneration policy for the directors, key managerial/senior management personnel; and

• Specify the manner for effective evaluation of performance of the Board, its committees and each category of directors

b) Appointment of Directors/KMPs/SMPs as per criteria set-out in the Nomination, Remuneration and Evaluation Policy

c) Guiding principles for quantum and composition of remuneration, remuneration structure for whole-time directors and nonexecutive directors

d) Criteria for evaluation of performance of whole-time directors, non-executive directors and independent non-executive directors.

The Company has following committees, which have been established as a part of the corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

The details with respect to the compositions, powers, roles, terms of reference of relevant committees and number of meetings held during the year are given in detail in the Corporate Governance Report of the Company, which forms part of this Boards Report.

During the year under review, there has been no change in the nature of business of the Company.

During the year under review, the Company has not invited or accepted or renewed any deposits covered under section 73 of the Companies Act, 2013 and the Rules made thereunder. Further, no amount of principal or interest are outstanding at the end of financial year 2024-25.

The equity shares of the Company are listed on The National Stock Exchange of India Limited and BSE Limited. Further, your Directors would like to inform that the Company has paid the Annual Listing Fees for the FY 2025-26 to the respective Stock Exchanges.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

The Company had duly complied with respect to the compliance of the provisions relating to the Maternity Benefit Act, 1961.

The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies Act, 2013.

Pursuant to Para B of Schedule V to the Listing Regulations, the Management Discussion and Analysis Report is given below:

It is widely acknowledged that the tourist and hospitality sector, which encompasses travel and hospitality services like hotels and restaurants, is a development agent, a catalyst for socioeconomic growth, and a significant source of foreign exchange gains in many countries. Indias rich and exquisite history, culture, and diversity are showcased through tourism while also providing significant economic benefits.

India being one the most popular travel destinations across the globe has resulted in the Indian tourism and hospitality industry emerging as one of the key drivers of growth among the services sector in India. With recent developments in the hospitality infrastructure, the segment envisages directly contributing Rs. 2,60,52,000 crore (US$ 3 trillion) to the countrys GDP by 2047. The tourism industry in India has significant potential considering that Tourism is an important source of foreign exchange in India similar to many other countries.

The Hospitality Industry in Indian Market size is estimated at USD 281.83 billion in 2025, and is expected to reach USD 541.70 billion by 2030, at a CAGR of 13.96% during the forecast period (2025-2030).

Indias hospitality sector has undergone significant transformation driven by favorable government policies and infrastructure development initiatives. The government has implemented several measures to boost investments, including allowing 100% FDI through the automatic route and offering five-year tax holidays for hotels located around UNESCO World Heritage sites. The Ministry has established the Hospitality Development and Promotion Board to streamline hotel project clearances and approvals. Additionally, the government has allocated INR 2 billion for developing tourist circuits at pilgrimage sites across the country, demonstrating its commitment to enhancing tourism infrastructure. These initiatives have positioned India among the top 100 countries globally for ease of doing business, particularly in the hospitality sector in India.

Domestic air traffic rose to 14.0 million passengers in February 2025, surpassing February 2024 which stood at 12.6 million, DGCA data showed.

The Indian hospitality sector is expected to see a 7-9% revenue growth in FY25 and 6-8% in FY26, with pan-India premium hotel occupancy improving from 70-72% in FY25 to 72-74% in FY26. This growth is driven by strong domestic demand, including leisure, Meetings, Incentives, Conferences, and Exhibitions (MICE), and business travel (ICRA report).

The luxury travel market in India is expected to grow at rate of 9.8% during 2024-30, reaching Rs. 10,73,785 crore (US$ 123.7 billion) by CY30.

Indian airlines and hotels are progressively accommodating pet owners, experiencing a notable surge in flight and accommodation bookings, which have risen by double digits in FY25. Industry data indicates that pet-related bookings for flights and hotels have increased year-over-year by between 26% and 43%.

The percentage share of foreign tourist arrivals in India during October 2024 among the top five source countries was highest from USA (19.2%), followed by UK (13.8%), Canada (7.6%), Australia (4.6%) and Malaysia (3.7%).

Indias wellness tourism industry is experiencing significant growth, valued at Rs. 1,64,027 crore (US$ 19.4 billion) and projected to reach Rs. 2,51,959 crore (US$ 29.8 billion) by 2031, with a CAGR of 6.5%.

Government Support and Infrastructure Development

The Indian governments proactive approach in developing tourism infrastructure has become a significant driver for the hospitality industry. The governments ambitious plan to revitalize 50 additional airports, heliports, and water aerodromes is strengthening regional air connectivity, making previously underserved destinations more accessible to tourists. This infrastructure development is complemented by the comprehensive mission to develop fifty tourism destinations as complete packages for both domestic and international tourists, creating new opportunities for hotel establishments across various locations.

For the sustained growth of an organization, it is imperative that the Company keeps exploring newer opportunities of growth either through expansion or venturing into new projects. Few of the major focus and attention is on the following:

Focus on Automobile segment , Medical Residential Conference for upcoming Q3 and Q4

Continue to promote Hyatt Superstar Offer for MICE business extensively and increase conversion for summer months.

Focus to increase penetration from Embassies in Q3 , targeting diplomatic moments through different departments Target to increase occupancy through Tri-Services -Defense Ministry

High focus to increase penetration from OTAs through online presence at an optimum price mix data.

Continue to focus on World Trade Center weekly to maximize Public Sector Undertakings (PSU) and Local Negotiated Rate (LNR) contracting and target F & B restaurant business.

Enhanced focus on Diplomatic community and Ministries for upcoming delegation and relocations

Identified Wedding planners across PAN India - entertain planners of NCR in small batches and confirm 2 events monthly through them.

The Company achieved aggregate revenue of Rs. 31,819.24 lakhs from operations for the year ended March 31, 2025. The said revenue in the previous year was Rs. 29,809.19 lakhs. Detailed information is given under Financial Results & the State of Companys Affairs herein-above.

Key financial ratios for the year under review vis-a-vis prior year are as under:

Variance in ratio is due to below reasons:

i. Increased in Revenue- In FY 2023-24, revenue was INR 29,809.19 whereas in FY 2024-25 revenue increased to INR 31,819.24

ii. Increased in employees benefit expenses- In FY 2023-24 overall employees Benefits Expenses was INR 6,598.61 whereas in FY 2024-25 employee exp increased to INR 7,821.86

iii. Increased in Exceptional Item-IN FY 2023-24, no exceptional item was reported whereas in FY 2024-25, exceptional item is INR 30,120.56

iv. Decrease in Interest Expense-In FY 2023-24 overall Interest Expense was INR 12,221.23 whereas in FY 2024-25, it is decreased to INR 10,963.73

Variance in ratio is due to below reasons:

i. Increased in Inventories-In FY 2023-24 Inventories were INR 1,140.05 whereas in FY 2024-25 Inventories increased to INR 1,327.87

ii. Decreased in others Financial Assets-In FY 2023-24 overall others Financial Assets were INR 11,531.20 whereas in FY 202425, it is decreased to INR 733.34

iii. Increased in Current Liabilities- In FY 2023-24 current liabilities were INR 91,563.34 whereas in FY 2024-25, it is increased to INR 1,11,064.43.

Variance in ratio is due to below reasons:

i. Decreased in Long Term Borrowings-In FY 2023-24 overall Financial Liabilities (Borrowings) was INR 70,877.64 whereas in FY 2024-25, it is decreased to INR 16,140.46

ii. Increased in Short Term Borrowings-In FY 2023-24 overall Financial Liabilities (Borrowings) was INR 34,363.59 whereas in FY 2024-25, It is increased to INR 38,865.65

iii. Increased In Deferred Tax Liabilities-In FY 2023-24, Deferred Tax Assets was INR 3,857.37 whereas in FY 2024-25, Deferred Tax Liabilities is INR 617.36.

Variance in ratio is due to below reasons:

i. Major variance on account of Income on exceptional item recognised in FY 2024-25 of INR 30,120.56

ii. Increased in Revenue- In FY 2023-24, revenue was INR 29,809.19 whereas in FY 2024-25 revenue increased to INR 31,819.24

Variance in ratio is due to below reasons:

i. Major variance on account of Income on exceptional item recognised in FY 2024-25 of INR 30,120.56

ii. Increased in Revenue- In FY 2023-24, revenue was INR 29,809.19 whereas in FY 2024-25 revenue increased to INR 31,819.24

Variance in ratio is due to below reasons:

i. In FY 2023-24 total outstanding dues of micro enterprises and small enterprises was INR 287.97 whereas in FY 2024-25, it is Increased to INR 512.38

ii. In FY 2023-24 total outstanding dues of Creditors other than micro enterprises and small enterprises was INR 9,689.99 whereas in FY 2024-25, it is decreased to INR 2897.66

Variance in ratio is due to below reason:

i. Decreased in Current Assets-In FY 2023-24 overall others Financial Assets was INR 11,531.20 whereas in FY 2024-25, it is decreased to INR 733.34

ii. Increased in Other Current Liabilities-In FY 2023-24 overall Other Current Liabilities was INR 22,353.93 whereas in FY 2024-25 Other Current Liabilities increased to INR 57,528.62

iii. Decreased in Other Financial Liabilities (Current Liabilities)-In FY 2023-24 overall Other Financial Liabilities was INR 24,782.89 whereas in FY 2024-25 Other Financial Liabilities decreased to INR 11,156.86

iv. Decreased in Long Term Borrowings-In FY 2023-24 overall Financial Liabilities (Borrowings) was INR 70,877.64 whereas in FY 2024-25, it is decreased to INR 16,140.46

v. Increased in Short Term Borrowings-In FY 2023-24 overall Financial Liabilities (Borrowings) was INR 34,363.59 whereas in FY 2024-25, It is increased to INR 38,865.65

Variance in ratio is due to below reason:

i. Major variance on account of Income on exceptional item recognised in FY 2024-25 of INR 30,120.56

ii. Increased in Revenue- In FY 2023-24, revenue was INR 29,809.19 whereas in FY 2024-25 revenue increased to INR 31,819.24

During the year under review, the Company operates only in one major reportable segment, i.e. Hospitality / Hotel Business. Other business segments i.e. power generation operations & Real Estate operations are governed by different set of risks and returns. However, the respective revenue streams and net profit / (loss) related to those segments though not material for disclosure purposes as separate reportable segment, but, as per condition laid down by Lenders of the Company in One Time Restructuring (OTR) Scheme requires a separate disclosure. Accordingly, in compliance with conditions laid down by the said lenders, the Company has done Segment reporting for Hospitality / Hotel Business, power generation operations & Real Estate operations for the period ended September 30, 2024 post which Company has done the One Time Settlements with most of the secured lenders before the end of March 31, 2025 and and thus segment reporting not required to report for March 31, 2025.

The Company has standard operating procedures for each operational area. It has in place adequate reporting systems in respect of financial performance, operational efficiencies and reporting with respect to compliance of various statutory and regulatory matters. As detailed above, the Internal Auditors have regularly conducted exhaustive audits pertaining to different operational areas and their reports detailing their findings and observations were periodically placed before the Audit Committee. The Audit Committee also takes status of the actions taken on the observations and recommendations made by the Internal Auditors.

The Company has in place adequate internal controls and systems, and these are operating effectively.

An organizations success depends largely on its human resources, its management and good industrial relations. Your Company has always viewed human resource development as a critical activity for achieving its business goals. The Company has maintained cordial industrial relations during the year and continued to provide comprehensive welfare facilities to its employees to take care of their health, efficiency, economic betterment, etc. and to enable them to give their best at the workplace. It has always supported participative culture in the management of the enterprise through a consultative approach with the collectives, establishing a harmonious relationship for industrial peace leading to higher productivity. Employees participation is also ensured through information-sharing with collectives and employees on a regular basis while seeking their support, suggestions and cooperation.

The Company has in place a Policy against Sexual Harassment and has also formed an Internal Complaints Committee (ICC) in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint was received or outstanding at the end of the year under review in pursuance of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company enjoys harmonious relationship with its employees. The Company had 855 employees on its rolls as on March 31, 2025 (previous year end 785)

There has been no change in the accounting policies and practices save as detailed in Notes to the Financial Statements. Further, there is no accounting matter/transaction wherein a treatment different from that prescribed in the extant Accounting Standards has been followed while preparing the financial statements for the year under review.

The awards we win years after years validate our efforts and encourage us to continue to lead by example. The Hotel Hyatt Regency Delhi is recognised for its dining and entertainment experience at award-winning restaurants including: Cafe an all-day dining restaurant; The China Kitchen - the authentic Chinese restaurant; La Piazza for traditional Italian, TKs Oriental Grill serving Far East Oriental cuisine, Polo Lounge the traditional lounge bar; Latitude 66 ? the Pop-up restaurant serving innovative Indian cuisine with a select beverage list on offer and Sidewalk, the pastry and confectionary store.

The details of awards received during the year are as follows:

Best specialty restaurant Italian- La Piazza- Travel & Leisure- Delicious Dining Awards 2024

Top 5 Luxury Hotels for F&B in India - Hyatt Regency Delhi - World of Weddings Summit and Awards

Best Middle Eastern - Syrah - Times Food and Nightlife Award

Best Japanese restaurant in a hotel - TKs Oriental Grill - EazyDiner Foodie Awards 4-star rating - The China Kitchen - Ultimate restaurant ratings by Culinary Culture Timeless Bar - Polo Lounge - 30 best bars India by Mans World

Best Bleisure Hotel - Travel & Leisure Indias Best Awards Best Middle Eastern - Syrah - Times Food and Nightlife Award

Food Food Indias 50 top restaurant awards - #6 The China Kitchen 2 Epicurean Stars - The China Kitchen - Epicurean Restaurant Ratings for Delhi NCR

Top 10 Chef Award- The China Kitchen- Chef Zhang- 2024 Top Chef Award by Hospitality Horizon Top 5 Hotels for F&B - Hyatt Regency Delhi- Top 50 Hotel Awards by Hospitality Horizon

No agreement subsists as on the date of notification of clause 5A to para A of part A of schedule III of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has not made any application or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (“IBC Code”) during the year. Further, at the end of the year, Company does not have any proceedings related to IBC Code, therefore the same is not applicable.

During the year under review, the Company has completed One Time Settlements (OTS) with J. C. Flowers Asset Reconstruction Pvt. Ltd. acting as trustee of the JCF YES Trust (JCF ARC), Punjab National Bank, Standard Capital Market Limited and Bank of Maharashtra. The company has made entire payment in terms of OTS sanction letters to the respective lenders and received NOCs from them. Exceptional items in the financial statements during the year relate to written back amount of above lenders consequent to payment of OTS amount.

Your Directors place on record their sincere appreciation and gratitude to the Companys valued customers, the Government of India, State Government of Delhi, and the Financial Institutions and Banks for their continued support and confidence in the Company. Your Directors also place on record their sincere gratitude to Hyatt International for their co-operation and guidance. Your Directors also commend the sincere efforts put in by the employees at all levels for the growth of the Company.

Form No. MR-3

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Bhikaji Cama Place,

M. G. Marg, New Delhi-110066

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practices by Asian Hotels (North) Limited (hereinafter referred as “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025 (Audit period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on March 31, 2025 according to the provisions of:

(i) The Companies Act, 2013 (the “Act”) and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (“SCRA”) and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 76 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings, to the extent applicable;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (“SEBI Act”):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (including erstwhile Regulations); Not Applicable

(e) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; Not Applicable

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued;

(g) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; Not Applicable

(h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; Not Applicable

(vi) The Management has identified and confirmed the following Laws as being specifically applicable to the Company:

1. Delhi Eating House Registration Regulation, 1980;

2. Food Safety & Standard Act, 2006;

3. The Food Safety and Standard Rules, 2011; and

4. Delhi Entertainment & Betting Tax Act, 1996.

We have also examined compliance with the applicable clauses/ Regulations of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except as mentioned below:

(i) As per Regulation 30 read with Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Master circular issued by Securities and Exchange Board of India (SEBI) on November 11, 2024, Disclosure of order for imposition of fine or penalty passed by any regulatory, statutory, enforcement authority or judicial body against the listed entity is to be made with 24 hours.

The Company received an Order dated August 30, 2024 from Assistant Commissioner of Central Goods & Service Tax, Delhi South Commissionerate on September 07, 2024 imposing demands, interest, penalty and appropriations under the CGST Act, 2017 and Delhi GST Act, 2017 read with corresponding IGST Act, 2017 and Compensation Cess Act, 2017 and intimated to stock exchanges on November 19, 2024.

(ii) The Company has defaulted in repayment of loans or borrowing or in the payment of interest thereon to the lender.

We further report that BSE & NSE had levied fine of Rs 3,40,000/- for the quarter March, 2024 for non-compliance under Regulation 17(1) of the Listing Regulations i.e. non-compliance with the requirements pertaining to the composition of the Board of Directors as was reported in our previous report i.e. Secretarial Audit Report for the FY 2023-24.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors and Women Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act:

Adequate notice is given to all directors to schedule the Board/ Committee Meetings. Agenda and detailed notes on agenda were sent in advance (and at a shorter notice for which necessary approvals obtained, if any) and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously or with requisite majority as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable Laws, Rules, Regulations and Guidelines.

We further report that during the audit period the Company has following specific events/actions having a major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.:

Pursuant to the request of re-classification raised by Mr. Amritesh Jatia, Mr. Shiv Kumar Jatia, Asian Holdings Private Limited (AHPL), Yans Enterprises (HK) Limited (Yans) and Fineline Holdings Limited (FHL), (together referred as outgoing promoters) on May 07, 2024 in compliance with Regulation 31A and other applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company made an application to BSE Limited (BSE) and National Stock Exchanges of India Limited (NSE) (Stock Exchanges) for reclassification of Promoter/Promoter Group to Public category, on July 15, 2024 and appropriate intimations in respect to same was duly submitted to the Stock Exchanges.

The Company has received approval from BSE Ltd. and National Stock Exchange of India Limited (NSE) on March 18, 2025.

To,

The Board of Directors,

Bhikaji Cama Place,

M. G. Marg, New Delhi-110066

Based on audit, our responsibility is to express an opinion on the compliance with the applicable laws and maintenance of records by the Company. We conducted our audit in accordance with the auditing standards CSAS 1 to CSAS 4 (“CSAS”) prescribed by the Institute of Company Secretaries of India (“ICSI”). These standards require that the auditor complies with statutory and regulatory requirements and plans and performs the audit to obtain reasonable assurance about compliance with applicable laws and maintenance of records.

Due to the inherent limitations of an audit including internal, financial and operating controls, there is an unavoidable risk that some misstatements or material non-compliances may not be detected, even though the audit is properly planned and performed in accordance with the CSAS. Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company for which we relied on the report of statutory auditor.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. Compliance with the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility of Management. Our examination was limited to the verification of procedures on random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

In the opinion of the Board, the required particulars, pertaining to technology absorption in terms of Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable as hotels form part of the service industry and the Company does not have any significant operations are not technology intensive.

i. The Company has a strong commitment to international business and is continuously exploring avenues to increase its foreign exchange earnings.

ii. During the year under review, foreign exchange earnings amounted to Rs. 7,436.13 Lakhs (Rs. 6,895.28 Lakhs in the previous year) against which the outgo in foreign exchange was equivalent to Rs 4,577.10 Lakhs (Rs. 4,419.16 Lakhs in the previous year).

iii. Details of foreign exchange earnings and outgo are given at Note no. 37 to the Financial Statements.

*Mr. Amritesh Jatia resigned from the position of Chairman and Managing Director of the Company with effect from July 16, 2024 and he did not receive any remuneration during the year.

**Mr. Ashish Dhanuka resigned from the position of Executive Director and Chief Financial Officer of the Company w.e.f. May 16, 2024.

***Dr. Arun Gopal Agarwal appointed as a Whole time Director designated as an Executive Director of the Company w.e.f. July 30, 2024.

****Mr. Krishna Kumar Acharya appointed as a Whole time Director designated as an Executive Director of the Company w.e.f. August 12, 2024.

***** Dr. Sharad Sharma appointed as a Whole time Director of the Company w.e.f. November 11, 2024.

Non- executive directors were paid only the sitting fee for attending the meetings of the Board and Committees thereof. Accordingly, the calculation of required ratio, only on the basis of sitting fee paid would not be appropriate.

*Mr. Amritesh Jatia resigned from the position of Chairman and Managing Director of the Company with effect from July 16, 2024 and he did not receive any remuneration during the year.

**Mr. Ashish Dhanuka resigned from the position of Executive Director and Chief Financial Officer of the Company w.e.f. May 16, 2024.

***Dr. Arun Gopal Agarwal appointed as a Whole time Director designated as an Executive Director of the Company w.e.f. July 30, 2024.

****Mr. Krishna Kumar Acharya appointed as a Whole time Director designated as an Executive Director of the Company w.e.f. August 12, 2024.

***** Dr. Sharad Sharma appointed as a Whole time Director of the Company w.e.f. November 11, 2024.

Non-executive directors were paid sitting fees for attending the meetings of the Board and Committees thereof. Hence, there is no case for increase in remuneration of any non-executive directors.

4. The number of permanent employees on the rolls of Company as on March 31, 2025: 855

Average percentage increase in salary of all employees (other than the Managing Director, Whole time Director and Executive Director) during the year under review is 6.86%

There is no average percentage increase in salary of Managing Director, Whole time Director and Executive Director during the year under review. Mr. Amritesh Jatia and Mr. Ashish Dhanuka resigned from their respective designation of Chairman and Managing Director and Executive Director & Chief Financial Officer w.e.f. July 16, 2024 and May 16, 2024 respectively.

The remuneration paid is as per the Nomination, Remuneration and Evaluation Policy of the Company.