EIH Associated Hotels Ltd Directors Report.

The Board presents the Thirty-eighth Annual Report together with the Audited Financial Statement and the Auditors Report for the financial year ended on March 31, 2021.

FINANCIAL HIGHLIGHTS

The financial highlights are set out below:

Rupees in Million

Particulars 2020-21 2010-20
Total Revenue 1,044.5 2,580.68
Earnings Before Interest, Depreciation, Taxes and Amortisations (EBIDTA) (157.26) 594.19
Interest and Finance Charges 5.30 4.46
Depreciation and Amortisation Expenses 169.63 159.72
Exceptional Item -Profit/(Loss) (39.27)
Profit/(Loss) before Tax (371.46) 420.01
Tax including Deferred Tax (104.04) 50.37
Profit/(Loss) after Tax (267.42) 279.64
Other Comprehensive Income/(Loss), net of tax 2.28 (2.20)
Total Comprehensive Income/(Loss) (264.14) 277.44
Balance brought forward 1,335.97 1,120.02
Dividend on Equity Shares 127.11
Dividend Distribution Tax 28.18
Impact on adoption of Ind AS 116 2.8
Balance carried forward in Retained Earnings 1,071.82 1,335.97

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 ("the Act") and based upon representations from the Management, the Board states that:

a) in preparing the Annual Accounts, applicable accounting standards have been followed and there are no material departures;

b) the Directors have selected accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent 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 of the Company for the year;

c) the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with the provisions of the Act for safeguarding the a assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts of the Company on a "going concern basis;

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

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

Performance

The annexed Management Discussion and Analysis forms part of this report and covers, amongst other matters, the performance of the Company during the FY21 as well as the future outlook.

Business Responsibility Report

As stipulated under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 ("Listing Regulations"), the Business Responsibility Report describing the initiatives taken by the Company from the environmental, social and governance perspective is attached and forms part of this Report.

Corporate Governance Report

In accordance with Regulation 34(3) read with Schedule V(C) of the Listing Regulations, the report on Corporate Governance along with the certificate from Practicing Company Secretary is attached and forms part of this Report.

Dividend

The Company having incurred loss during the FY21, the Board of Directors decided not to recommend any dividend to the shareholders for the said financial year.

Board Meetings

During the year, six Board Meetings were held i.e. on May 5, 2020, June 23, 2020, August 12, 2020, November 3, 2020, January 28, 2021 and March 25, 2021.

Directors

The Shareholders, through postal ballot and remote e-voting approved on June 22, 2C2C, the re-appointment of Mr Vikram Cberci (DIN: 000 52014) as the Managing Director of the Company for a further period of 5 (five) years effective June 22, 2020.

The Shareholders also approved by Special Resolution through pcstal ballot and remote e-voting. the reappointment of Ms. Radhika Haribhakti (DIN: C24C9519) as Non-executive Independent Director, not liable to retire by rotation, for a second term of 5 (five) consecutive years effective May 22. 2020.

At the on-going first meeting of the Board of Directors on May 4, 2021, being held for the FY22, the Independent Directors have confirmed, as required under sub section (7) of Section 149 of the Act read with Regulation 25(8) of the Listing Regulations, that they meet the criteria of independence required under sub-section (6) of Section 149 of the Act and clause (b) of sub-regulation (1) of Regulation 16 of the Listing Regulations. The Board, after undertaking due assessment of the veracity of the declaration submitted by the Independent Directors under sub section (6) of Section 149 of the Act read with sub-regulation (9) of Regulation 25 of the Listing Regulations, was of the opinion that the Independent Directors meet the criteria of independence.

Mr. P.R.S. Oberoi (DIN: 00051894) retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Directors recommend the re-appointment of Mr. P.R.S. Cberoi as a Director on the Board.

Corporate Social Responsibility

The Companys Corporate Social Responsibility (CSR) Policy formulated in accordance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 can be accessed on the Companys website https://www.eihassociatedhotels.in/ investor relations/Corporate-Social-Responsibility-Policy- updated.pdf.

The Annual Report on Corporate Social Responsibility activities for the FY21 is attached in the prescribed format :Annexure -II to the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 and forms a part of this Report.

In addition to the mandatory CSR spend in accordance with the Act, during the year, the Companys Hotels have also taken the following CSR initiatives:

a. The Oberoi Rajvilas, Jaipur

Community Service

During the COVID-19 pandemic, The Oberoi Rajvilas. Jaipur extended help to the needy by providing "dry ration" to "Radha Swami Sangathan" and "Shri Kushal Guru Jain Charitable Trust" on 3 occasions, viz. April 20 2020, May 2, 2020 and May 28, 2020.

Care for our people

The Hotel also catered to the needs of its own workforce. On May 12, 2020, the Hotel distributed "dryration" e.g. flour, rice, pulses, cooking oil, etc. to its employees on contract.

Prime Ministers Citizen Assistance and Relief in Emergency Situations Fund ("PM CARES Fund")

During the FY21, the Hotel contributed Rs. 1,65,000 towards PM CARES Fund.

SODA Village

In a special drive initiated by the General Manager of The Oberoi Rajvilas Jaipur, the Hotel employees collected donation of Rs. 1,50.000 for supporting the families of village "SODA in Rajasthan. The said donation was equally distributed amongst 5C families in the village. Dry groceries like flour, rice and cooking oil were also distributed.

b. Trident Bhubaneswar

While the Team at Trident Bhubaneswar had followed and initiated various precautionary measures to maintain a clean and safe environment for the Guests and employees, they also realised that "Staying healthy and safe extends beyond the Hotel walls." During the COVID-19 pandemic the Hotel provided 1000 sets of PPE (Personal Protective Equipment) to the Health Department of Odisha State based on their request.

c. Trident Udaipur

During the lockdown, Trident Udaipur provided wholesome meal once in a day to the local police personnel. Everyday 80 packed food parcels were delivered at Ambamata Police Station during the months of April & May 2020.

d. Trident Agra

During the nationwide lockdown when essential commodities were scarcely available, Trident Agra supplied grocery items to an NGC "Divya Prabha" which supports the education of 27 underprivileged children. The team at Trident Agra also provided local administration and frontline workers with 1CCC face masks.

e. Trident Jaipur

During the pandemic, the Hotel provided 5C pre-packed cooked meals per day for two weeks to the Government Hospital staff who worked tirelessly and played a vital role in keeping the community safe and healthy during challenging times. The Hotel also provided " Dry ration" like lentil, flour, rice, pulses etc. to Amrapur Temple. The temple prepares 25000 meals every day to cater to the poor and needy.

f. Trident Chennai

During the pandemic and lockdown in May 2C2C, Trident Chennai volunteered to support an NGO "Annadhana Seva" by providing them with 100 packets of food daily for 10 days. The NGO collected cooked food from the Hotel kitchen and distributed to migrant labourers, blind people selling in suburban trains, and roadside flower vendors. These people having lost their daily income due to the lockdown were struggling to manage their everyday meals. The Hotel also provided grocery items and sent lunch for Hotel staff who were stranded alone in the city during lockdown as they were unable to come to work and compelled to stay in their accommodation with limited supplies.

g. Trident Cochin

On August 31, 2020, as a part of the highly celebrated "Onam" festival in Kerala, the team at Trident Cochin engaged with local authorities of Pert Trust, CISF as well as the Police personnel on duty in organising a traditional lunch for ever 30 law enforcement officers and CISF security personnel. Since most of them were at work on on this special occasion away from their families, this gesture made them feel at home, quoted one of the senior officers.

Audit Committee

The composition of the Audit Committee is as under:

Ms. Radhika Vijay Haribhakti - Independent Director & Chairperson
Mr. Anil Kumar Nehru - Independent Director
Mr. Lakshminarayan Ganesh - Independent Director
Mr. Sudipto Sarkar - Independent Director
Mr. Akshay Rajan Raheja - Non-executive Non- Independent Director
Mr. Shib Sanker Mukherji - Non-executive Non- Independent Director

For other details relating to the Audit Committee, please refer page nos. 23 to 24.

Companys Policy on Directors Appointment and Remuneration and Senior Management Personnel Appointment and Remuneration.

The Companys Policy on Directors Appointment and Remuneration Policy (revised) 2019 ("Directors Appointment Policy") and Senior Management Appointment and Remuneration Policy ("Senior Management Policy") formulated in accordance with Section 178 of the Act read with Regulation 19(4) of the Listing Regulations can be accessed on the Companys website at https://www.eihassociatedhctels. in/investor relations/EAH-Director-Appcintment-and- Remuneration-Policy.pdf

The salient features of the Directors Appointment Policy are as under:

• The Policy aims to engage Directors (including nonexecutive and independent non-executive directors) who are highly skilled, competent and experienced persons within one or more fields of business, finance, accounting, law, management, sales, marketing, administration, corporate governance, technical operations or other disciplines related to the business of the Company. The Directors shall be able to positively carry out their supervisory role on the management and the general affairs of the Company;

• assessing the individual against a range of criteria including but not limited to industry experience, background, and other qualities required to operate successfully in the position with due regard to the benefits of diversity of the Board;

• the extent to which the individual is likely to contribute to the overall effectiveness on the Board and work constructively with existing Directors;

• the skills and experience the individual brings to the role and how these will enhance the skill sets and experience of the Board as a whole;

• the nature of positions held by the individual including directorships or other relationships and the impact they may have on the Directors ability to exercise independent judgment;

• the time commitment required from a Director to actively discharge his or her duties to the Company.

The salient features of the "Senior Management Policy" are as under:

• The objective of this Policy is to provide a framework and set standards for the appointment, remuneration and termination of Key Managerial Personnel (KMP) and the Core Management Team (within the Senior Management Personnel) who have the capacity and responsibility to lead the Company towards achieving its long term objectives, development and growth;

• Appointment & Remuneration of Key Managerial Personnel and Core Management Team are aligned with the interests of the Company and its Shareholders within an appropriate governance framework;

• Remuneration is structured to align with the Companys interests, taking into account the Companys strategies and risks;

• Remuneration is linked to individual and Company performance, which, in turn, impacts the quantum of variable pay;

• Remuneration is designed to be competitive within the hospitality industry or other industries in general for applicable roles;

• Executives performing similar complexity of jobs are paid similar compensation.

The remuneration paid to Senior Management Personnel is categorised under the following major heads:

Fixed Salary: This includes basic salary, other allowances, perquisites and retirement benefits;

Variable Salary: This includes variable pay linked to Company and Individual performance.

Energy Conservation Measures

The Company maintained highly focused energy conservation efforts throughout the financial year.

With careful consideration several energy saving equipment were installed progressively throughout the year which included:

• Installation of LED lamps;

• variable frequency drives for ventilation units;

• energy efficient water pumps;

• heat pumps for hot water generation;

• waste heat recovery system for steam; and

• water saving aerators and senscr based wash basin faucets.

An advance Action Plan for controlling energy consumption was activated much prior to the lockdown, The plan included;

• Steps of creative and smart adaptation to the unfolding situation;

• Building systems being operated at minimum levels mandated for maintaining safe and hygienic environment; and

• Implementation of an operation & maintenance strategy to ensure periodic maintenance of plant and machinery.

Furthermore, as and when hotels opened, conservation measures in the form of tight operational control of lighting and other equipment, regulation of air conditioning setpoints according to ambient temperatures, taking guest floors out of order during low occupancy, optimisation of laundry and boiler operation, were continued.

Operational measures include setting of benchmarks with respect to the current year with targets for increased savings, initiatives by energy conservation committees comprising of cross functional groups, close monitoring & performance evaluation of plant and machinery by conducting regular self- audit and up gradation of plant room equipment. With various energy conservation measures taken in FY21,the Company was able to reduce its total equivalent energy consumption byabcu12 million kWh which is about 37% reduction over the preceding financial year. The consequent reduction in carbon dioxide emissions has been by about 5 million kg which is a reduction of 39% over the preceding financial year.

Some of the actions planned for next year include:

• replacement of remaining conventional lamps with energy efficient LED lamps;

• installation of heat pumps for hot water generation and swimming pool water heating;

• installation of waste heat recovery system;

• installation of variable frequency drives for ventilation units;

• Installation of in-house solar power plant with optimum capacity at Trident Udaipur and Trident Agra.

Foreign Exchange earnings & outgo

During the FY21, the foreign exchange earnings of the Company amounted to Rs. 47.89 Million as against Rs. 744.26 Million in the previous year. The expenditure in foreign exchange during the FY21 was Rs. 34.25 Million compared to Rs. 85.66 Million in the previous year.

Auditor and Auditors Report

At the 34th Annual General Meeting of the Company held in the year 2017, the Shareholders had approved the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (FRN 117366 W/W 10C018] ("Deloitte") as the Statutory Auditors of the Company to hold office for 5 (five) consecutive years.

The Report of Auditors does not contain any qualifications, reservations, adverse remarks or disclaimer.

Secretarial Auditors

In accordance with the provisions of Section 204 of the Act, M/s Jus & Associates were appointed as the Secretarial Auditors of the Company for the financial year ended March 31, 2021. The Secretarial Audit Report submitted by the Secretarial Auditors does not contain any qualifications reservation, adverse remark or disclaimer. Secretarial Audit Report is attached to this Report.

The Secretarial Compliance Report for the year ended March 31, 2021, and Certificate of Non-disqualification of Directors as at March 21, 2021, as required under Listing Regulations, are also attached and form part of the Annual Report.

Secretarial Standards

During the year, the Company has complied with the applicable Secretarial Standards.

Related Party Transactions

The contracts, arrangements and transactions entered into by the Company during the Financial Year with related parties were in the ordinary course of business and are on an arms length basis. During the year, the Company has not entered into any contract, arrangement or transaction with Related Parties that could be considered material in accordance with the Related Party Transactions Policy of the Company. The Policy on Related Party Transactions approved by the Board can be accessed on the Companys website at https://www. eihassociatedhotels.in/investor relations/Related-Party- Transactions-Policy-2019.pdf

The details of Related Party Transactions are set out in Note no 39 to the Financial Statement.

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2021 is available on the Companys website www.eihassociatedhotels.in

Loans, Guarantees or Investments

During the year 2020-21, the Company has not given any loan or made any investment or provided any guarantee in terms of Section 186 of the Companies Act, 2018.

Deposits

The Company has not accepted any deposit from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Vigil Mechanism/ Whistle blower Policy

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behaviour or violation of the Companys Code of Conduct, "The Oberci Dharma.* This Policy is available on the Companys website at https://www.eihassociatedhotels. in/investor relations/EAH-Whistleblower-Policy.pdf

During the year ended on March 31, 2021, an anonymous complaint was received at the Companys hotel, Trident Cochin, against its General Manager. The complaint was investigated by the Whistle Officer and the Whistle Committee and details explained to the Audit Committee. The Committee was satisfied with the outcome of the investigation and took on record the Investigation Report placed at its Meeting on January 28, 2021.

Prevention of Sexual Harassment at Workplace

The Company has a policy for prevention of sexual harassment at the workplace. In accordance with the Sexual Harassment of Women at the Workplace (Prevention,Prohibition and Redressal) Act, 2013 ("POSH Act") and rules made thereunder, the Company has constituted an Internal Complaints Committee (ICC) in all its hotels.

During the FY21, the ICC did not receive any complaint. The Company has filed necessary returns as required to be filed under the POSH Act.

Subsidiaries, Associates and Joint Ventures

The Company has no subsidiary, associate or joint venture.

Directors/Key Managerial Personnel ("KMP") Remuneration

All the Directors of the Company are Non-executive Directors, except Mr. Vikramjit Singh Oberci. who is the Managing Director.

Mr. Vikramjit Singh Oberoi does not draw any remuneration from the Company:

a) The percentage increase in remuneration of each director, CFO,CEO,CS or Manager, if any, in the Financial Year:

SI.No Name Total Remuneration 2020-21 (Rs. Million] Total Remuneration 2019-20 (Rs. Million] Percentage Increase/ [Decrease]
1 Chief Financial Officer 6.82 7.83 -12.87
2 Company Secretary 3.95 4.69 -15.88

b) the percentage increase in the median remuneration of the employees in the Financial Year is 2.31%;

c) the number of permanent employees on the rolls of the Company at the end of the Financial Year are 512;

d) the average percentile increase in remuneration of the employees in the FY21 was Nil;

It is hereby affirmed that the remuneration of Directors and Key Managerial Personnel are as per the Remuneration Policy of the Company.

Internal Financial Control Systems and Fisk Management Systems

The details in respect of Internal Financial Control and their adequacy including Risk Management Systems are included in the Management Discussion and Analysis which is a part of this report.

Board Evaluation

In accordance with the provisions of the Act and Regulation 17(10) of the Listing Regulations, a Board Evaluation Policy is in place. A structured questionnaire by an independent external agency covering various aspects of the Boards functioning, Board culture, performance of specific duties by Directors and contribution to the Board proceedings was circulated to the members of the Beard for the FY21. Based on the responses received, the Board as a whole, the Committees, the Chairperson and individual Directors were separately evaluated in the Meeting of the Independent Directors and at the Meeting of the Board of Directors.

The process of review of Non-Independent Directors, the Board as a whole and also its Committees were undertaken in a separate meeting of Independent Directors held on March 25, 2021, without the attendance of Non-Independent Directors and members of the Management. At the Meeting, the performance of the Chairman of the Company was reviewed taking into account the views of the Executive Director, Non-Executive Directors and Independent Directors. The Meeting also assessed the quality, quantity and timeliness of information required for the Board to perform its duties properly. The Directors discussed the effect and handling of COVID-19, Board processes, feedback given through Board evaluation, future growth and strategy of the Company and development of future management of the Company.

The entire Board, excluding the Director being evaluated, evaluated the performance of each Independent Director.

The Directors have expressed their satisfaction with the evaluation process conducted by the independent external agency.

Based on the findings from the evaluation process, the Board will continue to review its procedures, processes and effectiveness of Boards functioning, individual Directors effectiveness and contribution to the Boards functioning in the FY 22 as well with a view to practice the highest standards of Corporate Governance.

Cost Records

The Company is not required to maintain cost records in accordance with Section 148 of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules. 2014 as the services of the Company are not covered under the said rules.

Significant and Material orders, if any

During the financial year, there were no significant and material orders passed by the regulators cr courts or tribunals impacting the going concern status and the Companys operation in future.

Particulars of Employees

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act: read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

Cautionary Statement

Risks, uncertainties or future actions could differ materially from those expressed in the Directors Report and the Management Discussion and Analysis. These statements are relevant on the date of this report. We have no obligation to update or revise these statements, whether as a result of new information, future developments or otherwise. Therefore, undue reliance should not be placed on these statements.

Acknowledgement

The Board takes this opportunity to thank all employees for their commitment, dedication and co-operation.