Lemon Tree Hotels Ltd Directors Report

TO,

THE MEMBERS

LEMON TREE HOTELS LIMITED

The Board of Directors have pleasure in presenting the Thirty Third (33^rd) Board Report of Lemon Tree Hotels Limited ("LTHL or the Company") together with the Audited Standalone & Consolidated Financial Statements for the Financial

Year ended March 31, 2025.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial Results and Operations

The financial performance of the Company, based on the Standalone & Consolidated Financial Statements for the year ended March 31, 2025 is summarized below:

( in Lakhs)

	Standalone		Consolidated
Particulars	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from operations	38,462.77	35,737.50	1,28,607.77	1,07,112.29
Other Income	86.68	1,141.10	233.39	563.91
Total Income	38,549.45	36,878.60	1,28,841.16	1,07,676.20
Total Expense	18,696.12	16,707.20	65,195.47	54,788.10
Profit before finance cost, finance income, depreciation	19,853.33	20,171.40	63,645.69	52,888.10
and amortization and tax (EBITDA)
Less: Finance costs	4,242.75	4,871.12	21,123.29	20,847.05
Less Finance income	(562.08)	(381.72)	(1,056.59)	(685.24)
Less: Depreciation and amortization expense	1,953.45	2,104.82	13,929.65	11,213.10
Net Profit before tax and share of associate	14,219.21	13,577.18	29,649.34	21,513.19
Share of Profit of associate	-	-	(26.70)	70.04
Profit before Tax	14,219.21	13,577.18	29,622.64	21,583.23
Tax expense:
- Current Tax	2,487.03	2,356.48	3,632.78	3,350.52
- Deferred Tax current Year	1,683.44	1,527.25	1,675.32	1,435.82
- Deferred tax asset not recognized in earlier years	-	-	-	(1,373.77)
Profit for the year	10,048.74	9,693.45	24,314.54	18,170.66
Add: Other Comprehensive Income/(loss) for the year	5.83	(8.81)	2.35	(35.96)
Total Comprehensive Income for the year	10,054.57	9,684.64	24,316.89	18,134.70
Non - controlling Interest	-	-	4,654.57	3,311.93
Total Comprehensive Income for the year attributable to	10,054.57	9,684.64	19,662.32	14,822.77
Equity Holders of the Parent
Earning per Equity Share (Face value of 10 each)
Basic (In )	1.27	1.22	2.48	1.88
Diluted (In )	1.27	1.22	2.48	1.88

Further, key financial and operational highlights of Company are available in the Management Discussion and Analysis Report forming part of the Integrated Annual Report.

Consolidated Financial Statement

In accordance with the provisions of the Companies Act, 2013 ("the Act") and the SEBI (LODR) Regulations read with Ind AS 110-Consolidated Financial Statements and Ind AS 28-Investments in Associates and Joint Ventures, the consolidated audited financial statement forms part of the Integrated Annual Report.

Capital Structure Authorised Share Capital

The Authorized Share Capital of the Company is 10,14,24,00,000 consisting of 1,00,73,90,000 equity shares of 10 each, 1,95,000 5% redeemable preference shares of 100 each and 4,90,000 preference shares of 100 each.

Paid-up Share Capital

During the Financial Year under review, the Issued and Paid up Share Capital of the Company remained at 7,92,24,64,640/- divided into 79,22,46,464 equity shares of face value of 10/- each.

Statement of Companys Affairs:

A. Operational Hotels and Upcoming Projects

During the year under review, the Company has achieved the milestone of crossing the 10,000 operational room mark. As on March 31, 2025 the inventory for the group stands at 111 operational hotels with 10,269 rooms, while the development pipeline comprised of 101 hotels with 6,847 rooms. Lemon Tree Hotels Limited is a Company engaged in hotel business and there has been no change in the nature of its business during the year under review. The details of operational hotels and upcoming projects are given in the "Corporate Insight" Section of the Integrated Annual Report 2024-25.

B. Awards and Recognition

During the year under review, the Company has received following key awards and recognition as detailed herein below:

• Rotary DEI Awards 2025 – LTH was one of the winners of the Rotary DEI Award 2025 for the category called DEI Excellence Award

• 15^th Hotelier India Awards

• Mr. Patanjali Govind Keswani, Chairman &

MD - Lifetime Achievement Award

- Hotelier India GM Summit & ESG Excellence Awards 2024 – Western Region Lemon Tree Premier, Mumbai International Airport won the Socially

Responsible Hotel of the Year

• HRANI Awards – Womens Excellence Award 2024

- Priyanka Bhatt Arora Lemon Tree Premier, City Centre, Gurugram

• TripAdvisor Travellers Choice Awards 2024

54 out of 86 eligible hotels awarded Travellers

Choice Award by TripAdvisor

- Aurika Hotels & Resorts 2

- Lemon Tree Premier 5

- Lemon Tree Hotels 30

- Red Fox Hotels 8

- Keys Select by Lemon Tree Hotels 7

- Keys Lite - 2

Board of Directors & Key Managerial Personnel (KMPs)

As on March 31, 2025, the Board of Directors (the ‘Board) of the Company comprised of nine (9) Directors, with an optimum combination of Executive and Non-Executive Directors, including two Women Independent Directors. The Board comprises of Six Non-Executive Independent Directors. During the year, the following appointment/ re-appointment/cessation of Directors/KMP took place: Dr. Arindam Kumar Bhattacharya ceased to be a Non-Executive Independent Director w.e.f. April 10, 2024 due to completion of his term. The Board places on record its appreciation for his invaluable contribution and guidance. Ms. Jyoti Verma resigned from the position of Group

Company Secretary & Compliance Officer (Key Managerial Personnel) of the Company with effect from the closure of working hours of January 27, 2025. Ms. Rashi Goel was appointed as Company Secretary (Key Managerial Personnel) and Compliance Officer w.e.f. February 05, 2025 and resigned with effect from the close of working hours of March 07, 2025. The details of the Directors & KMPs [as per Companies Act, 2013 ("Act")] of the Company as on March 31, 2025 are given herein below:

S. Name of Directors/
No. KMPs	Designation
1 Mr. Patanjali Govind	Chairman & Managing Director
Keswani
2 Mr. Niten Malhan	Vice Chairman & Lead
	Independent Non-Executive
	Director
3 Mr. Paramartha Saikia	Non-Executive Independent
	Director
4 Ms. Freyan Jamshed	Non-Executive Independent
Desai	Director
5 Mr. Willem Abertus	Non-Executive Director
Hazeleger
6 Mr. Aditya Madhav	Non-Executive Director
Keswani
7 Mr. Praveen Garg	Non-Executive Independent
	Director
8 Mr. Sanjiv Nandan	Non-Executive Independent
Sahai	Director
9 Ms. Smita Anand	Non-Executive Independent
	Director
10 Mr. Kapil Sharma	Chief Financial Officer

In accordance with the Companies Act, 2013 and the Articles of Association of the Company, Mr. Patanjali Govind Keswani, Chairman & Managing Director shall be liable to retire by rotation, and being eligible, offers himself for reappointment. The same shall be placed for approval of members at the ensuing Annual General

Meeting of the Company.

Senior Management

During the Financial year under review Ms. Harleen Mehta has resigned from the position of Senior Vice President -

Sales of the Company to pursue an entrepreneurial role. Her resignation was effective from closure of business hours of January 20, 2025.

Declaration by Independent Directors

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under

Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI (LODR) Regulations"). In terms of Regulation 25(8) of the SEBI (LODR) Regulations, the Independent Directors 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 independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act read along with the Rules made thereunder and are independent of the Management.

Committees of the Board

As on March 31, 2025, your Board has following mandatory Committees:

• Audit Committee;

• Nomination and Remuneration Committee;

• Corporate Social Responsibility Committee;

• Stakeholders Relationship Committee; and

• Risk Management Committee;

The details of the compositions, meetings held during the Financial Year under review, attendance of the

Committee Members and the terms of reference of the above Committees of the Board are provided in the Corporate Governance Report attached as ‘Annexure-5 to this Report.

Apart from the above-mentioned Committees, the details of the compositions, meetings held during the Financial Year under review and attendance of the

Members of following non-mandatory Committees are given in ‘Annexure-1 to this Report: (a) Finance Committee; (b) Share Allotment Committee; (c) General Management Committee; and (d) Sustainability Committee

Board Meetings held during the year

During the Financial Year under review, the Board met

4 (Four) times and the details of the Board Meetings held indicating number of meetings attended by each

Director is provided in the Corporate Governance Report attached as ‘Annexure-5 to this Report.

Annual Board Evaluation

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder, Regulation 17(10) of SEBI (LODR) Regulations, the Board of Directors has carried out an annual evaluation of its own performance including its Committees (wherein the concerned

Director being evaluated did not participate). The performance of the Board was evaluated by the Board after seeking inputs from the Directors on the basis of the criteria such as strategy, performance management, risk management, core governance & compliance, organizations health and talent management.

Further, to comply with the Regulation 25(4) of SEBI (LODR) Regulations, Independent Non-Executive

Directors also evaluated the performance of Non-

Independent Non-Executive Directors, Chairman and

Board as a body at a separate meeting of Independent Directors held on 29^th May, 2025.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. On the basis of the ranking filled in the evaluation questionnaire and discussion of the Board, the performance of the Board and its Committees and

Individual Directors (including Independent Directors) has been assessed as satisfactory.

Policies under Companies Act, 2013/SEBI (LODR) Regulations Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy which lays down the criteria for appointment, evaluation of performance of Directors and remuneration of Directors, KMP, Senior Management Personnel and other employees. The Policy was updated w.e.f. 1^st April, 2024. The Nomination and Remuneration

Policy is attached as ‘Annexure-2 to this Report.

During the Financial Year under review, the Company has taken necessary approval/recommendation with respect to appointment/re-appointment of Directors/ KMP, wherever required, from Nomination and Remuneration Committee in accordance with the terms of the policy.

Risk Management Policy

The Company has, in place, Risk Management Policy which includes identification therein of the elements of risk which in the opinion of Board may threaten the existence of the Company. The Company recognizes that the applicable risks need to be managed and mitigated to protect the interests of the shareholders and stakeholders, to achieve business objectives and enable sustainable growth. The risk management framework is aimed at effectively mitigating the Companys various business and operational risks, through strategic and tactical actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks which provides control measures for risks and future action plans.

The Company has in place following policies in compliance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policies are available in the ‘Investor Relations section at the Companys website.

*Note:- The policies have been amended w.e.f. May 29, 2025.

Corporate Social Resposibility

The Company strongly believes that sustainable community development is essential for harmony between the community and the industry. The Company endeavours to make a positive contribution especially to the underprivileged communities by supporting a wide range of socio-economic and educational initiatives.

The Corporate Social Responsibility Committee ("CSR Committee") of the Board of Directors of the Company oversees the implementation of CSR Policy of the Company.

In line with the provisions of the Act and on the recommendations of the CSR Committee, the Board of Directors has approved the CSR Policy of the Company. Detailed CSR Policy of the Company has been uploaded on the website of the Company at www.lemontreehotels.com

The report on CSR Activities for the Financial Year under review under Section 134 and 135 of the Act read with

Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 read with Rule 9 of the Companies (Accounts) Rules, 2014 is attached as ‘Annexure-3 to this Report.

Subsidiary, Associates and Joint Venture Companies

As on March 31, 2025, the Company has Twelve (12) direct subsidiaries; Eight (8) indirect subsidiaries and Three (3) associate companies as under:

Direct Subsidiaries	Indirect Subsidiaries
Fleur Hotels Limited (Formerly	Berggruen Hotels Private
known as Fleur Hotels Private	Limited
Limited)
Carnation Hotels Private Limited	Bandhav Resorts Private
	Limited
Totally Foxed Solutions Private	Celsia Hotels Private
Limited	Limited
Canary Hotels Private Limited	Inovoa Hotels and
	Resorts Limited
Sukhsagar Complexes Private	Iora Hotels Private
Limited	Limited
Oriole Dr. Fresh Hotels Private	Ophrys Hotels Private
Limited	Limited
Lemon Tree Hotel Company	Hyacinth Hotels Private
Private Limited	Limited
Red Fox Hotel Company Private	*Arum Hotels Private
Limited	Limited

 

Direct Subsidiaries	Indirect Subsidiaries
Hamstede Living Private Limited
Madder Stays Private Limited	Associate(s)
Nettle Hotels Private Limited	Mind Leaders Learning
	India Private Limited
Manakin Resorts Private Limited	Pelicaan Facilities
	Management Private
	Limited
	Glendale Marketing
	Services Private Limited

*During the year under review, Arum Hotels Private Limited became the Indirect Subsidiary of Lemon Tree Hotels Limited pursuant to allotment and acquisition of 100% shares by Carnation Hotels Private Limited w.e.f. March 12, 2025.

Further, the Subsidiary Companies viz. Fleur Hotels Limited and Celsia Hotels Private Limited are partners of a limited liability partnership, Mezereon Hotels LLP

("Mezereon").

During the year, there has been no material change in the nature of the business of the subsidiaries.

In accordance with Section 129(3) of the Act read with Rule 8(1) of Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of the Companys subsidiaries, associates and joint ventures is attached in form AOC 1 as ‘Annexure-4 to the Board Report.

Further, pursuant to provisions of section 136 of the Act, the audited financial statements of the Company along with relevant documents and separate audited financial statements of the subsidiaries are available on the website of the Company under Investor section under following link https://investors.lemontreehotels.com/ financials-subsidiaries.html

Management Reports

Management Discussion and Analysis Report

The management discussion and analysis report on

Companys performance-industry trend and other material changes with respect to the Company, its subsidiaries, associates, wherever applicable, has been given separately and forms part of this Integrated

Annual Report.

Business Responsibility and Sustainability Report (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI (LODR) Regulations and its Circular dated May 10, 2021, SEBI has made Business Responsibility & Sustainability Report (BRSR) mandatory for the top 1,000 listed companies

(by market capitalisation) from FY 2022-23. In terms of SEBI circular dated July 12, 2023, from FY 2023-24, the top 1,000 listed entities (by market capitalization) shall make disclosures as per the updated BRSR format, as part of their Annual Reports. As the Company falls in the top 1,000 category, the BRSR under updated format for FY 2024-25 forms part of this Report as

‘Annexure -10.

Integrated Annual Report

The Company has voluntarily adopted Integrated Annual Report during the Financial Year 2021-22. This Integrated Annual Report for the Financial Year 2024-

25 is prepared in alignment with the Integrated Annual

Reporting framework laid down by the International Integrated Reporting Council and aims at presenting the value creation approach for our stakeholders.

Corporate Governance

The Company has adopted good governance practices and committed to maintain high standards of corporate ethics, professionalism and transparency. The Company has adopted polices in line with the good corporate governance requirements which inter alia includes policy on Related Party Transactions, policy on Material

Subsidiary, policy for Material Information and Events,

Corporate Social Responsibility Policy, Dividend

Distribution Policy, Whistle Blower Policy and a Policy on Board Diversity. These policies are available in the

‘Investor Relations section at the Companys website at link https://investors.lemontreehotels.com

In compliance with the provisions of Regulations 34(3) of the SEBI (LODR) Regulations, a separate report on Corporate Governance together with a certificate from the Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the SEBI (LODR) Regulations is attached as ‘Annexure-5 to this Report.

The certificate from the Practicing Company Secretary pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (LODR) Regulations with respect to non-disqualification of Directors of the Company is also annexed along with ‘Annexure -5 and forms part of this Report.

Deposits

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

Borrowings from Banks/ Financial Institutions

The Companys total long-term borrowings from banks/ financial institutions have reduced from 29,901.69 Lakhs in the previous year to 22,802.67 Lakhs in the current year.

Employees Stock Option Scheme

A certificate from the Secretarial Auditors of the Company that Employee Stock Option Scheme, 2006 (‘ESOP Scheme) the scheme has been implemented in accordance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 will be placed at the ensuing

Annual General Meeting for inspection by Members of the Company.

Further, during the Financial Year under review, 2,000 options have been exercised by the employees of the

Company through Krizm Hotels Private Limited Employee Welfare Trust ("Trust").

The applicable disclosures as stipulated under Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 with regard to Employees Stock Option Plan of the Company is given herein below and the information required under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available at the Companys website at https://investors.lemontreehotels.com/ corporate-governance-esop-scheme.html

ESOP Report for Financial Year 2024-25

Sr.	ESOP
No. Description	Scheme
a) Options Granted	-
b) Options vested	-
c) Options Exercised*	-
d) Total Number of Shares arising as a result of	-
exercise of option
e) Options lapsed*	N.A.
f) The exercise price (On weighted average	-
basis)**
g) Variation of terms of options	N.A.
h) Money realized by exercise of options (if	N.A.
scheme is implemented directly by the
Company)
i) Total number of options in force	-
j) Employee wise details for options granted to:-
(i) Key managerial Personnel:
a) Mr. Kapil Sharma (Chief Financial Officer)	N.A.
b) Ms. Rashi Goel (Company Secretary &	N.A.
(we.f. February 5, ComplianceOfficer)
2025 upto March 7, 2025)
c) Ms. Jyoti Verma (Group Company	N.A.
Secretary & Compliance Officer) (upto
January 27, 2025)
(ii) any other employee who received a	N.A.
grant of options in any one year of option
amounting to five percent or more of
options granted during that year
(iii) identifiedemployees who were granted option,	N.A.
during any one year, equal to or exceeding
one percent of the issued capital (Excluding
outstanding warrants and conversions) of the
Company at the time of grant

*ESOP Plan is implemented though Trust Route. Hence, all the options have already been exercised by Krizm Hotels Private Limited Employee Welfare Trust.

**Options granted prior to the listing of the Companys shares were based on the valuation done by an Independent Chartered Accountant from time to time

Stock Appreciation Rights Scheme-2024

"LTHL Stock Appreciation Rights Scheme 2024" hereinafter referred to as "the Scheme" seeks to reward eligible employees by way of granting Stock

Appreciation Rights (SARs), with a view to reward their association and loyalty which has resulted in corporate growth and value creation over a long period of time.

The Scheme is implemented through Direct Route for extending benefits to Employees wherein the Company will distribute the Appreciation in accordance with the

Scheme. The Scheme shall continue to be in effect up to 8 years from the effective date of the scheme unless terminated earlier by the Board of Directors.

A certificate from the Secretarial Auditors of the Company that LTHL Stock Appreciation Rights Scheme 2024 (‘the

Scheme) has been implemented in accordance with Securities and Exchange Board of India (Share Based

Employee Benefits and Sweat Equity) Regulations, 2021 will be placed at the ensuing Annual General Meeting for inspection by Members of the Company. The information required under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available at the Companys website at https://www.lemontreehotels.com/factsheet/Policies/

SAR%20DISCLOSURE%202025.pdf.

(i) General terms and conditions of the Scheme are as follows: a) Date of shareholders approval: September 26, 2024 b) Total number of shares approved under the

SAR scheme: 20,00,000 at a face value of 10 each c) Vesting requirements: Vesting period shall commence after minimum 2 (Two) years from the grant date and shall not exceed the maximum period of 8 (Eight) years from the effective date of the Scheme subject to achievement of milestones as mentioned in the scheme. d) SAR price or pricing formula: SAR Price shall be calculated on the basis of market price. e) Maximum term of SAR granted: The Scheme shall continue to be in effect up to 8 years from the effective date of the scheme unless terminated earlier by the Board of Directors. f) Method of settlement (whether in cash or equity): In cash and equity as per the Scheme g) Choice of settlement (with the Company or the employee or combination): In cash and equity as per the Scheme h) Source of shares (primary, secondary or combination): Primary i) Variation in terms of scheme: NA

(ii) Method used to account for SAR Intrinsic or fair value

As on date no grant has been made under the Scheme.

(iii) Where the Company opts for expensing of SAR using the intrinsic value of SAR, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of SAR, shall be disclosed. The impact of this difference on profits and on EPS of the Company any shall also be disclosed As on date no grant has been made under the Scheme

(iv) SAR movement during the year:

Particular	Details
Number of SARs outstanding at	NIL
the beginning of the year
Number of SARs granted during	NIL
the year
Number of SARs forfeited /	NIL
lapsed during the year
Number of SARs vested during	NIL
the year
Number of SARs exercised /	NIL
settled during the year
Number of SARs outstanding at	NIL
the end of the year
Number of SARs exercisable at	NIL
the end of the year

(v) Employee wise details (name of employee, designation, number of SAR granted during the year, exercise price) of SAR granted to The Company has not grant any SAR during the FY 2024-25 a) "Senior Management" as defined under Regulation

16(1)(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015: N.A. b) any other employee who receives a grant in any one year of amounting to 5% or more of SAR granted during that year: N.A. c) identified employees who were granted SAR, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant:

N.A.

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

The statement including the details of employees as required to be furnished in accordance with the provisions of 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 are set out in ‘Annexure-6 to this Report.

Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in ‘Annexure-7 to this Report.

Directors Responsibility Statement

Pursuant to Section 134(3)(C) read with Section 134(5) of the Act, the Directors, to the best of their knowledge and ability, hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures; (ii) they have selected such accounting policies in consultation with Statutory Auditors 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 March 31, 2025 and of the profit and loss of the Company for the year ended on that date;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies

Act, 2013 for safeguarding the assets of the

Company and for preventing and detecting frauds and other irregularities;

(iv) the annual accounts of the Company have been prepared on a going concern basis.

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors and Auditors Report Statutory Auditors

M/s Deloitte Haskins & Sells LLP (LLP No. AAB-7837), Chartered Accountants have been re-appointed as Statutory Auditors of the Company in the Annual General

Meeting held on September 14, 2022 for a further period of 5 years upto conclusion of Annual General Meeting of the Company to be held in year 2027.

The reports given by the Statutory Auditors on the

Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2025 forms part of this Report. There have been no qualifications, reservation or adverse remarks made by the Statutory Auditors in their reports. The Statutory Auditors have not reported any material fraud to the

Central Government under Section 143(12) of the Act.

Secretarial Auditor Report of the Company and its material subsidiary Companies

The Board of Directors of the Company, have appointed M/s DPV & Associates LLP, Practicing Company Secretaries (FRN: L2021DE009500) to conduct the

Secretarial Audit for the Financial Year under review in accordance with Section 204 of the Act. The Secretarial Auditors have submitted their report, which is annexed as ‘Annexure-8 to this Report.

The Secretarial Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

As per Regulation 24A of SEBI (LODR) Regulations, the Secretarial Audit Report(s) of the unlisted material subsidiaries of the Company for the Financial Year 2024-25 by Practicing Company Secretaries are annexed as Annexure-9 to this Report. None of the said Secretarial Audit Reports contain any qualifications, reservations, adverse remarks or disclaimers.

Further, the Board of Directors of the Company, has appointed M/s DPV & Associates LLP, Practicing Company Secretaries (FRN: L2021DE009500) for the term for five consecutive years (subject to the approval of members at the ensuing Annual General Meeting) to conduct the Secretarial Audit for Financial Year 2025-26 to 2029-

30 in accordance with Section 204 of the Companies

Act, 2013.

Significant and Material Orders

There are no significant or material orders passed by the regulators, courts or tribunals impacting the going concern status and the Companys operation in future.

However, Members attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the financial statements.

Particulars of Loans, Guarantees or Investments

The Company, being engaged in the hotel business, is classified as providing infrastructure facilities in terms of the Schedule VI to the Act and is exempted from the compliance for loans made, guarantees given, security provided in terms of Section 186 (11) of the Act, however, the details of loans, guarantees, and investments made by the Company forms part of the notes to the

Financial Statements.

Further, the detail required in terms of Regulation 34(3) of SEBI (LODR) Regulation with respect to loan given by the Company to its subsidiaries is given hereunder. For details regarding investments and Guarantees please refer to the notes to the Financial Statements.

(Amount in Lakhs)

Name of the Company	Maximum Loan Outstanding during the year 2025	As at March 31, 2025	Maximum Loans Outstanding during the year 2024	As at March 31, 2024
Canary Hotels Private Limited	553.91	303.91	243.91	243.91
Oriole Dr. Fresh Hotels Private Limited	155.11	7.25	427.00	67.01
Sukhsagar Complexes Private Limited	210.00	10.00	733.00	180.00
Red Fox Hotel Company Private Limited	2.11	2.11	2.11	2.11
Lemon Tree Hotel Company Private Limited	2.00	2.00	2.00	2.00
Totally Foxed Solutions Private Limited	6199.05	4999.65	2,796.69	2,796.69
Nettle Hotels Private Limited (formerly Known as	1.50	1.50	1.50	1.50
Poplar Homestead Holding Private Limited)
Madder Stays Private Limited	1.50	1.50	1.50	1.50
Arum Hotels Private Limited (formerly known as	1.50	-	1.50	1.50
Jessamine Stays Private Limited)
*Manakin Resorts Pvt. Ltd.	-	-	140.28	-

Particulars of contracts or arrangements with related parties referred to in Section 188 of the Companies Act, 2013

In line with the requirements of the Act and the SEBI (LODR) Regulations, your Company has formulated a policy on dealing with Related Party Transactions (RPTs) which has been amended during the year under review.

The policy can be accessed in the ‘Investor Relations section at the Companys website https://www. lemontreehotels.com/factsheet/Policies/Related_Party_ Transaction_Policy.pdf

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all material transactions between the Company and Related Parties.

All contracts/arrangements/transactions entered by the

Company during the financial year with related parties were in the ordinary course of business and on an arms length basis.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2025 and hence does not form part of this report. Related party Transactions can be viewed at Note No. 33 of Standalone Financial

Statements and Note No. 38 of Consolidated Financial Statements of the Company.

Annual Return

In accordance with Section 92(3) of the Companies

Act, 2013 read with rules made thereunder, the Annual

Return of the Company in Form MGT-7 has been placed on the website of the Company at https://www. lemontreehotels.com/factsheet/Policies/LTHL%20

Annual%20Return%202025%20(1).pdf.

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.

Material Changes and Commitments

Affecting the Financial Position of the

Company

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial

Year of the Company to which the Financial Statements relate and the date of this Report.

Particulars Regarding Conservation of Energy etc. under Section 134(3)(m) of the Companies Act, 2013 and rules made therein

As per the provisions of Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2013, the measures taken during the Financial Year under review for conservation of energy and technology absorption by the Company in the operation of its hotels are as follows:

A. Conservation of Energy:

Lemon Tree Hotels is committed to maintain eco-friendly & energy conservation practices all across its Hotel properties. We strongly believe in conservation and accordingly have implemented many eco-friendly processes for energy and water preservation, waste management disposal, measures to control water, noise and environmental pollution. Our existing and upcoming hotels are designed and constructed to qualify for the L.E.E.D

Gold Standard.

Further, the details of steps taken for conservation of energy are provided in Business Responsibility and Sustainability Report (BRSR) which forms part of this Report.

Steps taken by the Company for utilizing alternate source of energy:

The Company has utilized alternative source of energy viz. renewable Energy in the form of Solar Photo voltaic systems which is being utilized by our hotels. We are also using solar hot water systems in our hotels to reduce heating load for hot water systems.

TheCapitalinvestmentonenergyconservation requirements:

The Company has made the capital investment on installation and commissioning of Solar Photo voltaic systems at our Hotels to capture free Solar

Energy for reducing the Energy requirement and also on installation of Heat Recovery ventilation and Heat Recovery wheel systems.

B. Technology Absorption, Research & Development (R&D):

Technology absorption:

The Company is in the service industry and operates and manages its hotels across India. However, no know how and technology has been imported during the year. However, efforts have been made to imbibe various new technologies like Green Building, rain water harvesting, use of plumbing faucets, sewage treatment plants.

Research & Development:

The Company during the Financial Year 2024-25 has not carried out any activity which can be construed as Research & Development. Therefore, there is nothing to report under this section.

C. Foreign exchange earnings and outgo:

The information regarding Foreign Exchange earnings and outgo for the period under review is mentioned hereunder:

( in Lakhs)

S.	As at	As at
No. Particulars	March 31, 2025	March 31, 2024
1. Earning in Foreign	1,668.05	1,559.19
Currency
2. Outgo in Foreign
Currency
Value of Capital	-	-
Goods Imported
on CIF basis
Commission/	119.82	101.51
Advertisement
and business
promotion

Dividend on Equity Shares

The Company does not propose any dividend on the shares of the Company for the Financial Year ended on

March 31, 2025.

Transfer to Reserves

No transfers to reserves were made, as no appropriations were required to be made during the Financial Year under review.

Adequacy of Internal Controls

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The Statutory and the Internal Auditors routinely conduct system checks and give their report after evaluation of the efficacy and adequacy of internal control systems including controls with respect to the financial statements, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of Internal

Audit, the departments undertake corrective action in their respective areas and thereby strengthen the controls. The significant audit observations and follow up actions thereon are reported to the Audit Committee as well and further corrective action taken as per the inputs received from the committee members and the auditors.

Cost Records and Cost Audit

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. Hence, Cost Audit is not applicable.

Secretarial Standards

The Company has proper systems in place to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of the

Company Secretaries of India and such systems are adequate and operating

Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their Status as at the end of the Financial Year

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy

Code, 2016, as amended, before National Company Law Tribunal or other Courts.

The details of Difference Between Amount of the Valuation done at the time of One Time Settlement and the Valuation done While Taking Loan from the Banks or Financial Institutions along with the Reasons thereof

During the year under review, there was no one-time settlement with any Bank or Financial Institution. Hence, no valuation was required to be undertaken.

Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)

Act, 2013. During the year under review, no complaint was received by the Corporate Ethics Committee (CEC) formed in this regard.

Further, Internal Complaints Committee is also in place at all hotel locations & no complaint has been received during the year under review.

Green Initiative

Pursuant to Section 101 and 136 of the Act read with

Companies (Management and Administration) Rules, 2014 and Companies (Accounts) Rules, 2014, the Company can send Notice of Annual General Meeting, financial statements and other communications in electronic form.

Your Company shall be sending this Report including the Notice of Annual General Meeting, Audited Financial

Statements, Boards Report along with annexures etc. for the Financial Year 2024-25 in the electronic mode to the shareholders who have registered their email ids with the Company and/or their respective Depository participants (DPs). Shareholders who have not registered their e-mail addresses so far are requested to register their e-mail addresses.

Those holding shares in demat form can register their e-mail addresses with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the Company by sending mails to the mail id sectdeptt@lemontreehotels. . com or to the Registrar and Share Transfer Agent of the Company, by sending a letter, duly signed by the first/ sole holder quoting details of their Folio No.

Acknowledgement

We thank our customers, business associates, Government Agencies, bankers and other statutory authorities, who have reposed their continued trust and confidence in the Company.

We wish to convey our deep appreciation to the dealers of the Company for their achievements in the area of sales and service, and to suppliers/vendors for their valuable support.

We also place on record our sincere appreciation for the enthusiasm and commitment of the Companys employees for the growth of the Company and look forward to their continued involvement and support.

For & On Behalf of the Board of Directors of Lemon Tree Hotels Limited

Sd/-

Patanjali Govind Keswani

Place: New Delhi (Chairman & Managing Director)

Date: May 29, 2025 DIN: 00002974