Asian Hotels West Ltd Directors Report

REVIEW OF OPERATIONS/COMPANYS AFFAIR

The total income of the Company for the financial year under review was INR 5.64 Crores as against INR 9.82 Crores for the previous financial year ended on 31^st March 2024. The Company suffered from a loss after deduction of tax was INR -35.89 Crores and total comprehensive Loss after tax was INR -36.28 Crores for the financial year ended on 31st March 2025 as against INR -80.32 Crores and INR -79.86 Crores respectively for the previous year ended on 31st March 2024.

DIVIDEND

No dividend is recommended for the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

As required under regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Audited Consolidated Financial Statements together with the Auditors Report thereon are annexed and form part of this Annual Report. Your Company has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards. The Consolidated Financial Statements reflect the results of the Company and that of its Subsidiary Company. Pursuant to Section129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules,2014, the statement containing salient features of the financial statements of the Companys Subsidiary are prepared in form AOC-1, which is annexed as Annexure1 herewith and forms a part of this report.

SUBSIDIARY COMPANY

As on date, your Company has one Subsidiary Company i.e., Aria Hotels and Consultancy Services Private Limited (ARIA). ARIA is the owner of 523 rooms 5-Star deluxe hotel under the brand J.W. Marriott at New Delhi Aerocity, Hospitality District, Near IGI Airport, New Delhi. The year under review has been marked by the excellent performance and business growth achieved by ARIA. Hotel J.W. Marriott has received the following honours: JW Marriott New Delhi Aerocity won "Best Business Luxury Hotel" at 2024 Indias Best Awards awarded by Travel & Leisure, “MICE Hotel of the year” by ET travel World, “Most Stylish Luxury Hotel in Delhi” at Todays Traveller award 2024, “the top hotel partner highest B2B room revenue 2024 award” by Expedia Group, GOLD at IMAGEXX Awards by Adgully, “Best Airport Hotel in India & Central Asia” by World Airport Awards Skytrax, “Best Airport Hotel in India & South Asia” for 2024 by the prestigious World Airport Awards. Adrift Kaya won the “Best Speciality Cuisine” award at Delicious Dining Awards 2024, “TOP 10” at the FOOD, Top 50 Restaurant Awards 2024, “Restaurant Serving the Best Japanese Cuisine" at the prestigious Food Connoisseurs India Awards 2024. K3-New Delhis Food Theatre won the “Best Sunday Brunch” at the Eazy Diner Award 2024. General Manager, Sharad Datta won “North Indias Best GM” at North India LEADERSHP AWARDS CMO

Asia Awards 2024 and the “Best General Manager - Luxury (North Zone)”at the BW Hotelier Indian Hospitality Awards 2024. ARIA is a material subsidiary of the Company. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy is available on the Companys website at www.asianhotelswest.com/Policies.

CAPITAL STRUCTURE

During the year under review, there was no change in the authorised share capital of your Company. The authorised share capital of the Company is INR 40 Crore. The paid-up equity share capital as of March 31, 2025, was INR 11,65,12,100. The paid-up preference share capital as of March 31, 2025, was INR 6,50,00,000. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2025, none of the Directors of the Company had instruments convertible into Equity Shares of the Company.

INVESTMENT MADE DURING THE YEAR

During the period under review Company has not made any Investment.

DEBT

Total borrowing (current) was INR 390 Crores as on 31^st March 2025.

The above borrowings are within the powers of the Board of Directors of the Company and approved by the shareholders of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review Mrs. Tamali Sengupta, Non-Executive Independent Director of the Company has resigned from the Board of the Company w.e.f. 6^th April, 2024.

Ms. Mekhala Sengupta has joined w.e.f. 1^st July, 2024 as Non-Executive Independent Director.

In accordance with the requirement of the Companies Act, 2013 and pursuant to the Articles of Association of the Company, Mr. Amit Saraf and Mr. Rakesh Kumar Aggarwal, Executive Directors are liable to retire by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

After close of the financial year, Mr. Shekhar Gulzarilal Gupta and Mr. Ravinder Singhania, Independent Non-Executive Directors have resigned from Board w.e.f 2^nd June 2025 and 27^th August 2025 respectively due to their personal reasons.

Further, the Board, in its meeting held on 23^rd September, 2025, appointed Mr. Rohit Rajpal as an Additional Independent Non-Executive Director of the Company w.e.f. 23^rd September, 2025. In terms of the amended Regulation 17(1C) of the SEBI Listing Regulations, effective from January 01, 2022, a listed entity shall ensure that the approval of shareholders for appointment of a person on the Board of Directors has to be taken either at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, approval of the shareholders is sought for the appointment of Mr. Rohit Rajpal as the Non-Executive Independent Director for a first term of 3 years.

The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) and 149 (8) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Further, Mr. Harish Kumar Gautam joined as Chief Financial Officer of Company w.e.f. 01.08.2024. Ms. Nidhi Khandelwal has resigned from the post of Company Secretary and Compliance Officer on 13.09.2024. She again rejoined the Company w.e.f. 07.10.2024 as Company Secretary and Compliance Officer of the Company.

As on 31^st March 2025, following were the directors and KMPs of the Company:

9. Mr. Harish Kumar Gautam Chief Financial Officer 10. Ms. Nidhi Khandelwal- Company Secretary & Compliance Office

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

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 MANGERIAL PERSONNEL) RULES, 2014.

During the period of review, the remuneration of the executive directors, Company Secretary and Chief Financial Officer of the Company were not in excess of threshold limit provided under Rule 5(2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, disclosure under the said Rule 5(2) & (3) is not applicable during the period under review

However, as recommended by Nomination and Remuneration Committee and approved by Board of the Company, the Executive Directors of Company get a monthly remuneration of Rs. 2,00,000/- w.e.f. 06 March 2024:

During the period of review, Mr. Harish Kumar Gautam was appointed as Chief Financial Officer of the company w.e.f. 1^st August 2024 at a monthly remuneration of Rs. 2,25,000/-. Further Ms. Nidhi Khandelwal, Company Secretary & Compliance Officer will get monthly remuneration of Rs. 1,50,000/- till 13.09.2024 and Rs. 1,75,000/- w.e.f. 07.10.2024.

During the period under review, the Company did not pay remuneration other than the Executive Directors, Company Secretary and the Chief Financial Officer of the Company.

The Board affirms that the remuneration approved by the Board as mentioned above is as per the Remuneration Policy of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under regulation 34(2)(e) of the Listing Regulations of the Listing Regulations is annexed as Annexure 2 herewith and forms a part of this report.

CORPORATE GOVERNANCE

As required by regulation 34 of the Listing Regulations, a Report on Corporate Governance for the Financial Year 2024-25, along with Practicing Company Secretary Certificate on Corporate Governance is annexed as Annexure 3 herewith and forms a part of this report.

COMPLIANCE UNDER COMPANIES ACT, 2013

Pursuant to Section 134 of the Companies Act, 2013, the annual return of the Company referred to in Section 92 of the Companies Act, 2013 is available under the Companys website - http://asianhotelswest.com/. The details of compliances of the Company as per section 134 of the Companies Act, 2013 are enumerated below:

Board and Committee Meetings

During the year under review, eight (8) Board meetings were held. Details of Board Meetings held:

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that: a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The directors had 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 and of the profit and loss of the Company for that period; c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors had prepared the annual accounts on a going concern basis; e) The directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors & Auditors Report

M/s J.C. Bhalla & Co., Chartered Accountants (FRN: 001111N), were appointed in compliance with provisions of the Companies Act, 2013 read with the rules made thereunder in the 17th AGM of the Company for period of 5 years upto conclusion of 22^nd AGM of the Company. The Report of the Statutory Auditor along with Annexures forms part of this Annual Report. In respect of the year under review, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013.Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

Reply of the Management to the Comments/ Observations of the Statutory Auditors Report:

The Statutory Auditors have provided a Disclaimer of Opinion in their Statutory Auditors Report. The same is reproduced below along with the management reply as required under clause (f) of sub-section (3) of Section 134 of the Companies Act, 2O13:

Internal Audit

M/s Gautam Sehgal & Co., Chartered Accountants, the internal auditors of the Company for the financial year 2024-25 have conducted periodic audit. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly and their reports have been well received by the Audit Committee and noted by Board of Directors.

Secretarial Audit

The Company has appointed M/s Hemant Singh & Associates, Company Secretaries, 306, Surya Complex, 21, Veer Savarkar Block, Shakarpur, Delhi 110092 to undertake the Secretarial Audit of the Company for the Financial Year ended 31^st March 2025. The Secretarial Audit Report (in Form MR -3) is annexed as Annexure 4 hereto and forms a part of this report. The comments of Secretarial Auditors are self-explanatory and therefore do not call for any further clarifications/comments.

Reply of the Management to the Comments/ Observations of the Secretarial Auditors Report:

In view of management disputes, financial and operational issues and subsequent commencement of CIRP in respect of the Company w.e.f. 16th September 2022, the Company was not able to comply with certain compliance requirements as stated the Secretarial Audit Report. Also, certain records of the Company could not be retrieved due to lack of resources. However, after the closure of CIRP on 9^th January 2024, the Company is in the process of complying with all applicable laws and earnest efforts are being made by the Company in this regard.

Cost Audit

In terms of Rule 8 of the Companies (Accounts) Amendment Rules, 2018 read with Section 148 of the Companies Act, 2013, the Central Government has not specified the maintenance of cost records under Section 148 of the Companies Act, 2013, for the services provided by the Company.

Compliance with Secretarial Standards on Board and General Meetings

The Company has complied with all the applicable provisions of Secretarial Standards 1 and 2 as issued by the Institute of Company Secretaries of India and notified by Central Government.

Particulars of loans, guarantees and investments under section 186 of the Companies Act, 2013.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note No 5 to the standalone financial statements.

Related Party Transactions

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companys website at www.asianhotelswest.com/policies. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All transactions entered by the Company with Related Parties were in ordinary course of business and at arms length basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and Board of Directors on regular basis. There was no materially significant transaction with related parties during the Financial Year 2024-25 and none of the transactions with any of related parties were in conflict with the Companys interest. Particulars of contracts/arrangements with related parties as referred to in sub-section (1) of section188 of the Companies Act, 2013 are given in Form AOC 2 and the same is annexed as Annexure 5 hereto and forms a part of this report. Requisite disclosure as required under Ind-AS-24 has been made in Notes to the Financial Statements. .

Material Changes and commitments, if any affecting the Financial Position of the Company which occurred between March 31, 2025 and date of report.

There are no material changes and commitments affecting the Financial Position of the Company which have occurred between March 31, 2025 and date of report.

Change in the nature of Business, if any

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

Conservation of Energy, Foreign Exchange Earnings & Outgo

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 pertaining to the conservation of energy, foreign exchange earnings and outgo is furnished under in the Annexure 6 hereto and forms a part of this report.

Committees of the Board a) Audit Committee

In terms of section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as on 31^st March 2025, your company has in place audit committee of Board of Directors with Mr. Shekhar Gulzarilal Gupta as the Chairperson of the Committee, Mr. Ravinder Singhania and Mr. Amit Saraf as members. The terms of reference of Audit Committee are confined to the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with Part-C of Schedule II of the Listing Regulations. Further, due to the resignation of Mr. Shekhar Gulzarilal Gupta and Mr. Ravinder Singhania, Independent Non-Executive Directors from the Board w.e.f 2^nd June 2025 and 27^th August 2025 respectively due to their personal reasons, the Audit Committee was duly reconstituted by appointment of Ms. Mekhala Sengupta as Chairperson, Mr. Rohit Rajpal and Mr. Amit Saraf as Members of the Committee. The details of meetings with attendance thereof and terms of reference of audit committee have been provided in the Corporate Governance Report which forms part of this report. b) Stakeholders Relationship Committee

The Company has also formed Stakeholders Relationship Committee in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. As on 31^st March 2025, your company has in place Stakeholders Relationship Committee of Board of Directors with Mr. Shekhar Gulzarilal Gupta as the Chairperson of the Committee, Mr. Ravinder Singhania and Mr. Rakesh Kumar Aggarwal as members. Further, due to the resignation of Mr. Shekhar Gulzarilal Gupta and Mr. Ravinder Singhania, Independent Non-Executive Directors from the Board w.e.f 2^nd June 2025 and 27^th August 2025 respectively due to their personal reasons, the Stakeholders Relationship Committee was duly reconstituted by appointment of Ms. Mekhala Sengupta as Chairperson, Mr. Sandeep Gupta and Mr. Rakesh Kumar Aggarwal as Members of the Committee.

c) Nomination and Remuneration Committee

In terms of section 178 of the Companies Act, 2013 read with the Companies (Meeting of the Board and Power) Rules, 2014 and Regulation 19 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. As on 31^st March 2025, your Company has in place duly constituted Nomination and Remuneration Committee of Board of Directors with Mr. Ravinder Singhania as the Chairperson of the Committee, Mr. Shekhar Gulzarilal Gupta and Mr. Saumen Chatterjee as members. Further, due to the resignation of Mr. Shekhar Gulzarilal Gupta and Mr. Ravinder Singhania, Independent Non-Executive Directors from the Board w.e.f 2^nd June 2025 and 27^th August 2025 respectively due to their personal reasons, the Nomination and Remuneration Committee was duly reconstituted by appointment of Ms. Mekhala Sengupta as Chairperson, Mr. Saumen Chatterjee and Mr. Sandeep Gupta as Members of the Committee. The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company at www.asianhotelswest.com/Policies.

d) Corporate Social Responsibility (CSR) Committee

Provisions pertaining to CSR committee were not applicable during the period under review. Therefore, the report on Corporate Social Responsibility activities has not been enclosed with this report. e) Risk Management Committee

Provisions pertaining to the Risk Management Committee are not applicable to the Company.

Public Deposits

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Amount Transferred to Reserves

During the year under review, your company has not transferred any amount to reserves for the financial year ended March 31, 2025.

Internal Control System and their Adequacy

The Company has in place adequate reporting systems in respect of financial performance, and reporting with respect to compliance of various statutory and regulatory matters. The operations of the Company are still not started. The internal auditors of the Company had regularly conducted exhaustive internal audits pertaining to financial and compliance areas and their reports were placed before the Audit Committee for its review and recommendations.

Performance Evaluation

Pursuant to the provisions of the section 134(3)(p) of the Companies Act, 2013 read with Regulation SEBI

(Listing Obligation and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee carried out the annual performance evaluation of its Directors individually including the Chairman, and the Board accordingly evaluated the overall effectiveness of the Board of Directors, including its committees based on the ratings given by the Nomination and Remuneration Committee of the Company. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board functioning such as Knowledge to perform the role; Time and level of participation; Performance of duties and level of oversight; and Professional conduct and independence. The Directors expressed their satisfaction to the above.

Significant Material Orders Passed by Regulators

On 16^th December 2024, Securities and exchange Board of India had passed an order on Adjudication Proceedings under Section 15I of SEBI Act, 1992 levying a penalty of Rs.5,00,000/- (Rupees Five Lakhs Only). The same had been paid dated 21st January 2025, under protest and the payment is not an acknowledgement of the alleged violations.

Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 22 of the Listing Regulations, the Company has established a vigil mechanism for its Directors and employees to report their genuine concerns/grievances. The mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The details of the said mechanism are posted on the Companys website www.asianhotelswest.com.

Green Initiatives

Electronic copies of the Annual Report and notice of the 18^th AGM are sent to all the members whose email addresses are registered with the Company /Depository Participant(s)/RTA. The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in Notice. The instructions for e-voting are provided in the Notice.

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance policy against sexual harassment defined as any unwelcome sexually determined behavior. As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and Rules made there under, During the period under review the Company has total employees less than 10. So, the requirement of constitution of Internal Complaints Committees (ICC) is not applicable on the Company.

General

Your directors state that no disclosure or reporting in respect of the following items, as there were no transactions on these items during the year under review: a) Issue of equity shares with differential rights as to dividend, voting or otherwise. b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

ACKNOWLEDGEMENTAND APPRECIATION

Your directors would like to express their sincere appreciation and gratitude to all the stakeholders of the Company. The Board would also like to place on record its deep sense of appreciation for the continued confidence reposed in the Company by the Shareholders.

ANNEXURE 1 TO THE DIRECTORS REPORT

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate

Information in respect of each subsidiary to be presented with amount in Rs. Lakhs)

Notes: The following information shall be furnished at the end of the statement:

Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures- Not applicable