EIH Associated Hotels Ltd Directors Report

To

The Members,

DIRECTORS REPORT

The Board presents the Forty Third Annual Report together with the Audited Financial Statement and the Auditors Report for the financial year ended 31 st March 2026.

FINANCIAL HIGHLIGHTS

The financial highlights are set out below:

Rs. in Million

Particulars	FY 2025-26	FY 2024-25
Total Revenue	4,031.96	4,269.36
Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA)	1,383.34	1,450.84
Interest and Finance Charges	4.67	4.19
Depreciation and Amortisation Expenses	170.42	171.87
Exceptional Item -Profit/(Loss)	(37.54)	(41.93)
Profit/(Loss) before Tax	1,170.71	1,232.85
Tax including Deferred Tax	298.97	314.38
Profit/(Loss) after Tax	871.74	918.47
Other Comprehensive Income/(Loss), net of tax	0.67	0.90
Total Comprehensive Income/(Loss)	872.41	919.37
Balance brought forward in Retained earning	3,249.34	2,512.78
Dividend paid during the year	213.28	182.81
Balance carried forward in Retained Earnings	3,908.47	3,249.34

PERFORMANCE

Companys financial performance in FY 2025-26 reflects the sustained strength of its operating model; a portfolio of properties with market-leading positioning, structured to generate pricing power through brand equity and guest loyalty rather than purely volume- driven occupancy. The domestic travel demand, sustained across leisure, corporate, and event-led segments, helped the Company to deliver the aboveindustry margin performance through pricing discipline and operational leverage on a largely fixed cost base.

In FY 2025-26, the Company delivered revenue of Rs. 4,031.96 Million, representing a slight decrease over the prior year. EBITDA is at Rs. 1,383.34 Million as against Rs. 1,450.84. Profit before tax was Rs. 1,170.71 Million as against Rs. 1,232.85 Million in FY 2025-26. Net profit after tax was Rs. 871.74 Million, compared to Rs. 918.47 Million in the prior year. Net profit was down due to impact of New Labour code and closure of Trident Jaipur for renovation.

Operating expenditure decreased by Rs. 169.90 Million to Rs. 2,648.62 Million in FY 2025-26 from Rs. 2,818.52 Million in the previous year in line with decrease in business volumes. Depreciation for FY 2025-26 at Rs. 170.42 Million was lower than Rs. 171.87 Million for FY 2024-25 due to hotel renovations.

The Company improved its cash flow position during the year to end with Rs. 45.64 Million of cash reserves.

Borrowings Total long-term and short term borrowing of the Company stood at Nil as on 31 st March 2026.

Capital Expenditure During FY 2025-26, the Companys outlay towards capital expenditure was Rs. 605.72 Million.

The Management Discussion and Analysis Report is attached and forms a part of this Report. It covers various topics, including the Companys performance during FY 2025-26 and the future outlook.

NEW LABOUR CODE

During the year, the Government of India notified the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively, the Labour Codes), which seek to consolidate multiple existing labour laws into a unified framework governing employment and postemployment benefits.

Based on an assessment of the financial impact of these changes, the Company recognised an incremental obligation of Rs. 32.82 Million towards increased employee benefit liabilities relating to past service. Given the nonrecurring nature of this impact, the amount has been presented as an Exceptional Item in the financial statement for the year ended 31 st March 2026.

In accordance with the Boards mandate, the Company has implemented requisite policies, systems and processes

and restructured employee salary components to align with the requirements of the Labour Codes. The Company continues to monitor developments, including the issuance of rules, clarifications or amendments, and will evaluate and account for the impact thereof in the relevant periods, as applicable.

IMPACT OF CONFLICTS

During the year under review, Operation Sindoor in Quarter 1 and continuing geopolitical tensions and conflict in the West Asia region in Quarter 4, contributed to heightened uncertainty in the global economic environment with a corresponding impact on the Companys financial performance. The Company has been closely monitoring these developments and evaluating their potential impact on its operations, supply chains, fuel costs, overall market conditions and travel demand.

While the direct impact on the Companys operations have not been significant during FY 2025-26, the resulting volatility may have implications for operating costs, business sentiment and demand for travel in the Year 2026-27. In particular, increase in fuel prices may influence airline capacity, airfares and travel patterns, which could, in turn, affect inbound foreign tourism and corporate travel, particularly during the historic peak period of H2. Additionally, elevated fuel and energy prices may have an impact on operating costs.

The management has undertaken appropriate risk mitigation measures, including prudent cost management, ongoing monitoring of demand trends and operational preparedness to respond to changing market conditions. The Company remains focused towards maintaining operational resilience and financial discipline and will continue to assess the evolving situation and take such actions as may be necessary to safeguard the interests of the Company and its stakeholders.

STATE OF THE COMPANYS AFFAIRS

There has been no change in the nature of the Companys business operations and affairs during FY 2025-26. Key developments in the business are detailed in the Management Discussion and Analysis Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 (the Act) and based upon representations from 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 judgements 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 this Act for

safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) the Directors have laid down internal financial controls to be followed by the Company and these internal financial controls are adequate and 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.

TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves for the financial year ended 31 st March 2026.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report, detailing the Companys initiatives from environmental, social, and governance perspectives, is attached and forms a part of this report.

MATERIAL CHANGES, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSURE OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

There are no material changes affecting the financial position of the Company after the closure of FY 2025-26 till the date of this report.

DIVIDEND

The Board recommends a Dividend of Rs. 3.5 (35%) per equity share for FY 2025-26, for the approval by the Shareholders at the ensuing Annual General Meeting.

BOARD MEETINGS

During the year, seven Board Meetings were convened i.e. on 16 th May 2025, 26 th June 2025, 04 th August 2025, 10 th November 2025, 09 th February 2026, 11 th March 2026 and 23 rd March 2026.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board appointed Mr. Sandeep Kumar Barasia (DIN: 01432123) as an Additional Director in the category of Independent Director of the Company, effective from 15 th April 2025. Subsequently, the shareholders, through a special resolution appointed Mr. Sandeep Kumar Barasia as an Independent Director of the Company for a term of 5 consecutive years effective from 15 th April 2025. Mr. Barasia possesses the requisite expertise, skill and experience as a Director.

Ms. Radhika Haribhakti (DIN: 02409519) completed her second term as an Independent Director of the Company on 21 st May 2025. The Board places on record its sincere appreciation for the significant contributions made by Ms. Haribhakti during her tenure. Her deep insights, wise counsel, and unwavering commitment played a vital role in shaping the Companys strategic direction and strengthening its governance framework. The Board

extends its heartfelt thanks and wishes her continued success in her future endeavours.

The Board also approved the re-appointment of Mr. Vikramjit Singh Oberoi (DIN: 0052014) as Managing Director for a further term of five years w.e.f. 23 rd June 2025. Subsequently, the Shareholders, through a special resolution, re-appointed Mr. Vikramjit Singh Oberoi as Managing Director for a further term of five years w.e.f. 23 rd June 2025 at the 42 nd AGM of the Company.

Mr. Arjun Singh Oberoi (DIN: 00052106) will retire by rotation as a Director of the Company at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Arjun Singh Oberoi as a Non - Executive Director as Chairman of the Board.

The Independent Directors confirmed their compliance with the independence criteria outlined in Section 149(6) of the Companies Act, 2013 (the Act) and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board acknowledges that the Independent Directors satisfactorily meet the required criteria of independence.

The Independent Directors also confirmed their compliance with the code for Independent Directors prescribed in Schedule IV to the Act.

COMMITTEES OF THE BOARD

The Board of Directors has constituted following committees:

- Audit Committee

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

- Stakeholders Relationship Committee

- Risk Management Committee

Details of composition, terms of reference and number of meetings held during the financial year are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been considered and accepted by the Board.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report along with the certificate from Practicing Company Secretary is attached and forms part of this report.

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 can be accessed on the Companys website https://www.eihassociatedhotels. in/-/media/eihassociatedhotels/pdf/policy-and-code-of- conduct/policy-and-code-of-conduct/corporate-social- responsibility-policy/eiha-corporate-social-responsibility- policy.pdf

A report on Corporate Social Responsibility activities for FY 2025-26 including CSR Policy, composition of CSR Committee is attached and form part of this report.

THE COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND SENIOR MANAGEMENT PERSONNELS APPOINTMENT AND REMUNERATION

The Companys Policy on Directors Appointment and Remuneration (Directors Appointment Policy) and Senior Management & Key Managerial Personnel Appointment and Remuneration Policy (Senior Management Policy) can be accessed on the Companys website at the following links:

https://www.eihassociatedhotels.in/-/media/

eihassociatedhotels/pdf/investor/policies/director-

appointment-and-remuneration-policy.pdf

senior-management-and-key-managerial-personnel-

excluding-executive-directors-appointment-and-remuner.

pdf

The key points outlined in the Directors Appointment Policy are as follows:

- The Policy aims to appoint Directors (including Non-Executive and Independent Non-Executive Directors) who possess significant skills, competence, and experience in various fields such as business, finance, accounting, law, information technology, management, sales, marketing, administration, corporate governance, hotel operations, or other relevant disciplines related to the Companys business. These Directors should be capable of effectively performing their supervisory role in the management and general affairs of the Company.

- Evaluation of individuals against various criteria, including industry experience and other attributes necessary for successful performance in the role, while also considering the benefits of board diversity.

- Consideration of how the individual is likely to contribute to the overall effectiveness of the Board and collaborate constructively with other Directors.

- Assessment of the skills and experience the individual brings to the position and how these qualities will enrich the collective skill sets and experience of the Board.

Personnel (KMP) and Senior Managerial Personnel. These individuals are entrusted with the responsibility and capability to steer the Company towards its longterm objectives, development, and growth.

- The appointment and remuneration of Key Managerial Personnel and Senior Managerial Personnel are structured to align with the Companys interests and those of its shareholders, within an appropriate governance framework.

- Remuneration packages are designed to be in harmony with the Companys objectives, taking into consideration its strategies and risks.

- Compensation is linked to both individual and Company performance, thereby influencing the extent of variable pay.

- Remuneration structures are crafted to be competitive within the hospitality industry or other relevant sectors for respective roles.

- Executives performing similar levels of job complexity receive comparable compensation packages

ENERGY CONSERVATION MEASURES

Focussed energy conservation efforts were maintained throughout the year. Key initiatives taken include operational measures as well as progressive introduction of energy efficient equipment and systems. Significant measures include reduction in use of diesel in steam boilers by replacement of steam operated laundry and kitchen equipment with energy efficient electrically operated equipment, upgrading of condensate recovery system for boilers, installation of demand based controllers for ventilation equipment in kitchen, replacement of cooling towers with energy efficient cooling towers, replacement of conventional water pumps with latest generation energy efficient pumps, installation of energy-miser actuator valves for air-conditioning units, installation of automatic tube cleaning system for chiller heat exchanger, installation of direct driven electronically controlled air-blowers, replacement of conventional air-conditioning units with energy efficient inverter based systems, and automation of cooling tower water temperature control.

Furthermore, kitchen and laundry equipment as well as major plant and machinery like elevators, chillers, boilers, ventilation equipment, etc. were operated with adaptive control in relation to occupancy and ambient weather conditions. The operation & maintenance strategy continued to be implemented to ensure that plant and machinery were operated in most efficient state.

Planned Initiatives for FY 2026-27

Key initiatives planned for the coming year include installation of reversible heat pumps for airconditioning, upgradation of existing air-handling units with electronically controlled fans, installation of energy-miser actuator valves for air-conditioning units, installation of ultra-filtration system to use recycled water in cooling towers, automation of cooling tower water temperature control, upgradation of steam based laundry machines with electrically heated machines, and upgradation of power factor controller for main power panels.

Additionally, operational measures and initiatives through energy conservation forums comprising of cross functional groups, close monitoring & performance evaluation of plant and machinery by conducting regular audits would be continued. The Company will also continue to evaluate opportunities to further improve its share of electricity derived from renewable sources.

TECHNOLOGY ABSORPTION

The Company continues to leverage technology to elevate guest experience, enhance employee productivity, and drive operational efficiency across the Group.

The Company is advancing its digital transformation agenda through strategic investments in data, analytics and artificial intelligence, including the implementation of a unified data lake and guest centric platforms to establish a single source of truth for guest and operational data. This will enable a comprehensive 360 degree view of the guest across all touchpoints. The program is under implementation in FY 2026-27, with full value realisation expected in FY 2027-28.

These capabilities will enable highly personalised guest experiences, improved service responsiveness and seamless omnichannel engagement, supported by AI enabled integrated platforms across operations and customer touchpoints.

In parallel, advanced analytics and AI driven insights will strengthen decision making through real time dashboards and actionable intelligence, enhancing business visibility, improving forecasting accuracy and enabling a more proactive response to evolving market dynamics and guest expectations.

FOREIGN EXCHANGE EARNINGS & OUTGO

During FY 2025-26, the foreign exchange earnings of the Company were Rs. 598.18 Million as against Rs. 734.13 Million in the previous year. The expenditure in foreign exchange during FY 2025-26 was Rs. 72.12 Million compared to Rs. 69.25 Million in the previous year.

- Examination of the individuals current positions, including directorships or other affiliations, and how these roles might impact their ability to exercise independent judgment.

- Evaluation of the time commitment required from a Director to fulfill their duties to the Company effectively

- The main points of the Senior Management Policy are outlined as follows:

- The objective of the Policy is to establish a framework and define standards for the appointment, compensation, and termination of Key Managerial

The Company maintained efforts to include notable proportion of electricity generated by renewable energy sources in several hotels which avoid carbon emissions that are caused by power generation using conventional fossil fuel sources. Trident Udaipur, The Oberoi Rajvilas and Trident Agra met 50%, 44% and 26% respectively of their electricity requirement from in-house solar plants. Trident Chennai procured 90% of its electricity requirement from offsite wind energy plants while The Oberoi Cecil met 100% of its electricity requirement from state-owned hydro-electric plants. Deriving significant proportion of electricity from renewable energy for these hotels has avoided carbon emissions as well as saved energy costs.

AUDITOR AND AUDITORS REPORT

At the 39 th Annual General Meeting of the Company held in the year on 26 th July 2022, the Shareholders approved the re-appointment of M/s Deloitte Haskin & Sells LLP (Firm Registration Number: 117366 W/W-100018) as the Statutory Auditors of the Company to hold office for another term of five consecutive years from the conclusion of the 39 th Annual General Meeting till the conclusion of the 44 th Annual General Meeting to be held in 2027.

The Auditors Report for FY 2025-26 does not contain any qualification, reservation, adverse remarks or reporting of fraud incidence.

SECRETARIAL AUDITORS

M/s. Chandrasekaran Associates, Company Secretaries (FRN: P1988DE002500) were appointed as the Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 to FY 2029-30. The Secretarial Audit Report for FY 2025-26 does not contain any qualification, reservation or adverse remarks. The Secretarial Audit Report is annexed and forms part of this Annual Report. The certificate pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the Listing Regulations in respect of non-disqualification of Directors of the Company is also annexed and forms part of this report.

SECRETARIAL STANDARDS

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

RELATED PARTY TRANSACTIONS

The contracts, agreements, and dealings initiated by the Company in the fiscal year with related parties were conducted within the regular scope of business and adhered to arms length principles. Throughout the period, the Company engaged in transactions with related parties that would qualify as material under the Companys Related Party Transaction Policy. Accordingly, the transactions requiring disclosure in attached Form AOC-2, as per Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, form part of this report. The Policy on Related Party Transactions can be accessed on the Companys website.

The Policy on Related Party Transactions approved by the Board can be accessed on the Companys website at the following link:

eiha rpt policy aligned 26-12-2025.pdf

The details of Related Party Transactions are set out in Note no. 43(b) to the Financial Statement.

ANNUAL RETURN

In accordance with Section 92(3) of the Act read with the rules made thereunder, the Annual Return of the

Company in Form MGT-7 for FY 2025-26 has been placed on the website of the Company viz. https://www. eihassociatedhotels.in/investors/annual-reports/

LOANS, GUARANTEES OR INVESTMENTS

During the year 2025-26, the Company has not given any loan or made any investment or provided any guarantee in terms of Section 186 of the Companies Act, 2013.

DEPOSITS

During the year, the Company has not accepted any deposits from the public.

VIGIL MECHANISM/ WHISTLEBLOWER POLICY

The Company has a Whistle Blower Policy in place to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct, The Oberoi Dharma. The Policy provides for protected disclosures for the whistle-blower. Disclosures can be made through e-mail or letter to the Whistle Officer or to the Chairperson of the Audit Committee. The Whistle Blower Policy can be accessed on the Companys website at the link https://www. eihassociatedhotels. in/-/ media/eihassociatedhotels/pdf/investor/policies/eiha- whistleblower-policy-updated.pdf

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has no subsidiaries, associates or joint ventures.

DIRECTORS / KEY MANAGERIAL PERSONNELS (KMP) REMUNERATION

a) All the Directors of the Company are Non-Executive Directors, except Mr. Vikramjit Singh Oberoi, who is the Managing Director. Mr. Vikramjit Singh Oberoi does not draw any remuneration from the Company. Hence, the Company is not required to disclose the ratio of the remuneration of Director to the median employees remuneration for the Financial Year.

b) The percentage increase in remuneration of Chief Financial Officer and Company Secretary in the Financial Year ended 31 st March 2026 are as under:

S. No.	Name	Total Remune-ration 2025-26 (Rs. Million)	Total Remune-ration 2024-25 (Rs. Million)	Percentage Increase/ (Decrease)
1	Mr. Samidh Das Chief Financial Officer	13.57	11.62	16.78
2	Mr. Tejasvi Dixit Company Secretary	5.46	3.86	41.45

c) the percentage increase in the median remuneration of the employees in the financial year is 6.88%;

d) the number of permanent employees on the rolls of the Company at the end of the financial year are 544.;

e) The average percentage increase made in the salaries of employees of the Company other than the managerial personnel in the last Financial Year was 7.51%

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

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT SYSTEMS

The Company maintains a well-structured risk management framework designed to recognise, evaluate, and address risks effectively. Comprehensive information regarding internal financial controls, risk management endeavours including the execution of risk management policies and identification of key risks and their corresponding mitigating actions, are elaborated upon in the Management Discussion and Analysis Report.

BOARD EVALUATION

In accordance with the provisions of the Act and Regulation 17(10) of the Listing Regulations, the Company has a Board Evaluation Policy for evaluation of the Chairperson, individual Directors, Committees and the Board. An independent external professional firm was engaged by the Company for the Board Evaluation for FY 2025-26. The professional firm has interacted with the Board members covering various aspects of the Boards functioning, Board culture, performance of specific duties by Directors and their contribution to the Board proceedings.

The process of review of Non-Independent Directors, the Chairperson, the Board as a whole and also its Committees was undertaken in a separate meeting of Independent Directors held on 23 rd March 2026 without the attendance of Non-Independent Directors and members of management. The Independent Directors also assessed the quality, quantity and timeliness of information required for the Board to perform its duties effectively.

The Directors have expressed their satisfaction over the evaluation process conducted by the independent external professional firm.

Based on the findings, the Board will continue to assess its procedures, processes, and overall effectiveness, including the performance and contributions of individual Directors, throughout FY 2026-27. This ongoing review aims to uphold 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 these rules.

VALUATION FOR ONE TIME SETTLEMENT

There was no instance of one-time settlement with any bank or financial institution.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No proceedings are initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

SIGNIFICANT AND MATERIAL ORDERS, IF ANY

During the financial year, there were no significant and material orders passed by the Regulators, Courts or Tribunals impacting the going concern status and the Companys operation in future.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

To ensure comprehensive coverage, the Company organised over 46 awareness workshops across various hotels, offices, covering approximately 414 Employees. The Company has developed a video-based awareness module with self assessment for imparting training.

Details of complaints are provided in the Corporate Governance Report.

MATERNITY BENEFITS ACT, 1961

The Company ensures the compliance of the provisions of relating to the Maternity Benefits Act 1961 and rules made thereunder.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with sub-rule (2) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided to members on request.

CAUTIONARY STATEMENT

Risks, uncertainties or future actions could differ materially from those expressed in the Directors Report and the Management Discussion and Analysis Report. 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 shareholder and employees for their commitment, dedication and co-operation.

	For and on behalf of the Board of Directors
Date: 22 nd May 2026	Arjun Singh Oberoi
Place: New Delhi	Chairman
	DIN:00052106