Asian Hotels (North) Ltd

To the Members of

Asian Hotels (North) Limited ("The Company or AHNL")

Your Directors are pleased to submit their Forty third (43rd) Report together with the Audited Financial Statements for the financial year ended on March 31, 2024 ("year under review").

FINANCIAL RESULTS & THE STATE OF COMPANY'S AFFAIRS

The summary of the financial performance of the Company for the financial year ended March 31,2024 as compared to the previous financial year on Standalone Basis is as below:

(Amount Rupees in Lakhs)

Company's Performance

Total revenue from operations for the financial year 2023-24 was higher at Rs. 29,809.19 lakhs as compared to Rs. 25,577.99 lakhs in the previous financial year, showing an increase of 16.54 % over the previous financial year.

Combined revenue from Food & Beverage including Wines & Liquor showed a marginal increase of 5.95% and the room revenue increased by 32.96 % during the year under review, as compared to the previous financial year.

Total Income for this year was Rs. 30,002.57 lakhs, which was higher by 16.54% than the previous year's Total Income of Rs. 25744.57 lakhs.

Further, the Company reported a Net Loss of Rs.8,749.67 lakhs this year in comparison to the Net Loss of Rs. 8,482.06 lakhs for the previous financial year.

TRANSFER TO RESERVES

No amount was transferred to the General Reserve for the year under review.

DIVIDEND

In view of the loss suffered by the Company, your Directors are constrained not to recommend/declared any dividend during/for the year under review.

FINANCIAL STATEMENTS

In accordance with the provisions of Section 129 of the Companies Act, 2013 ("the Act") read with rules thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), your Directors have presented the financial statements of the Company for the financial year 2023-24, as part of this Annual Report.

In accordance with the provisions of Section 136 of the Act, Balance sheet, statement of profit & loss, cash flow statement, statement of changes in equity and notes to accounts are open for inspection by the members at the registered office of the Company, copies of which may be furnished, if desired by any member.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT.

• Fineline Hospitality & Consultancy Pte. Ltd. ("FHCPL"), a subsidiary and Lexon Hotel Ventures Limited, Mauritius ("Lexon"), a step down subsidiary of the Company were under the process of liquidation according to the applicable provisions of the Mauritius Law.

During the year under review, as per the Gazette dated March 30, 2024 issued by the Mauritian Government the FHCPL and Lexon are now liquidated and has been closed.

Further, for ultimate subsidiary company, i.e., Leading Hotels Limited, vide order dated July 18, 2024 Resolution Plan has been approved [IA(I.B.C) - 4006/2022 in C.P(IB)/1053/2020].

• During the year the Promoter & Promoter Groups Shareholding was reduced from 50.69% to 0.16% as Fineline Holdings Ltd., Mauritius and Yans Enterprises (H.K.) Ltd. Mauritius sold off its entire shareholding. At present, Promoter & Promoter Groups shareholding stands at 3.17% of the total paid-up capital.

• On May 07, 2024 the Company received the request of "Promoter & Promoter Groups" for seeking reclassification from "Promoter & Promoter Groups" category to "Public" category. The request was subsequently approved by the Board of Directors and Shareholders of the Company on May 10, 2024 and June 16, 2024. The application in regards to same are filed to the stock exchanges and final approval from stock exchanges are awaited.

The Company will continue to monitor the material changes in future economic conditions and would recognize any significant impact of these changes affecting the Company, in the financial statements, as and when these conditions arise.

Save as otherwise stated above, your Directors would like to inform that no other material changes and commitments have occurred between the end of the financial year under review and the date of this report that may adversely affect the financial position of the Company.

Restructuring Plan

The Covid-19 situation had adversely impacted the performance of the Company, which resulted in cash flow constraints. Subsequently, the Board of Directors of the Company in 2020-21 considered, and approved the submission of draft restructuring plan to its bankers.

The company filled application regarding OTR of its credit facilities with all the lenders, subsequently invocation of OTR was done on December 09, 2020 and Inter creditor agreement was signed on December 23, 2020 by all the lenders.

Further to the amended terms of OTR, the Company executed and implemented a Master Amendment Agreement on June 07, 2021, which forms an integral part of the OTR scheme. Pursuant to the Master Amendment Agreement the lenders agreed that there shall be a moratorium on any instalments due and payable by the Company to lenders for the period between September 1, 2020 and March 30, 2022.

However, during the moratorium period few banks declared the Company as NPA, this act of the banks was challenged by the Company before the High Court of Delhi. Subsequently, the Hon'ble Delhi High Court has stayed the illegal declaration of the Company's account as NPA. The stay granted by the High Court has now been extended to all other lenders of the Company. The High Court has also stayed any recovery action against the Company by any banks.

Further, the outstanding amount in relation to the financial facility to be paid by the Company to Star Strength (Lender) has been mutually agreed to settle on or before September 30, 2024 in accordance to the Settlement Agreement dated July 30, 2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review or between the end of that financial year and the date of this report, no significant or material orders were passed by the Regulators or Courts or Tribunals which may impact the going concern status and future operations of the Company.

FOREIGN EXCHANGE RECEIPTS

The Company's earnings in foreign exchange for the year under review amounted to Rs. 6895.28 lakhs as compared to Rs. 4517.18 lakhs during the previous financial year.

CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs. 70,00,00,000 (Rupees Seventy Crores Only) divided into 4,00,00,000 equity shares of Rs. 10 each and 3,00,00,000 preference shares of Rs. 10 each. The Issued/ Subscribed and Paid up share capital of the Company as on March 31, 2024, was Rs. 19,45,32,290 divided into 1,94,53,229 equity shares of Rs. 10 each.

There is no change in the Company's capital structure since the last report.

During the year under review, the Company has neither issued equity shares with differential rights as to dividend, voting or otherwise, nor has it issued shares to its employees under any scheme (including sweat equity shares). The Company does not have any outstanding warrants/depository receipts/other convertible securities as on March 31,2024 or the date of this report.

The shares are actively traded on BSE and NSE and have not been suspended from trading.

UN-CLAIMED SHARES

There are no shares in the Demat suspense account or unclaimed suspense account of the Company.

During the year under review, no shares in respect of which dividend remained unpaid/unclaimed consecutively for a period of seven years were transferred to IEPF Authority in accordance with Section 124(6) of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended or re-stated from time to time.

PROMOTERS

The Company was promoted by the Jatia Group, comprising inter-alia, Mr. Shiv Kumar Jatia, Mr. Amritesh Jatia and in turn the companies held by them namely Fineline Holdings Ltd., Mauritius, Yans Enterprises (H.K.) Ltd., Mauritius and Asian Holdings Pvt. Ltd. Such personsdirectly or indirectly own and control various operating companies of the Jatia Group viz. Asian Hotels (North) Limited and Leading HotelsLimited. All the said constituents singularly and collectively, including the operating companies comprise the Jatia Group. Some of the said constituents exercise control over the Company as directors and/or shareholders.

During the year Promoter & Promoter Groups Shareholding was reduced from 50.69% to 0.16% as Fineline Holdings Ltd., Mauritius and Yans Enterprises (H.K.) Ltd. sold off its entire shareholding. At present, the promoters and Promoter & Promoter Groups shareholding stands at 3.17% of the total paid-up capital.

On May 07, 2024 the Company received the request of "Promoter & Promoter Groups" for seeking reclassification from "Promoter & Promoter Groups" category to "Public" category. The request was subsequently approved by the Board of Directors and Shareholders of the Company on May 10, 2024 and June 16, 2024. The application in regard to same are filed to the stock exchanges and final approval from stock exchanges are awaited.

SUBSIDIARIES

Your Company holds 100% equity as well as preference capital in Fineline Hospitality and Consultancy Pte. Ltd., Mauritius (FHCPL). FHCPL holds 80% equity stake in Lexon Hotel Ventures Ltd., Mauritius (Lexon), and Lexon in turn holds 99.76% equity stake in Leading Hotels Limited (Leading), an Indian subsidiary.

Thus, FHCPL has 79.81% economic interest in Leading.

It may be noted that FHCPL and Lexon are not a material subsidiary of Asian Hotels (North) Limited

Previously your Directors informed you that the under the provisions of the Mauritius Law, FHCPL a wholly owned subsidiary and Lexon Hotel Ventures Limited, Mauritius ("Lexon"), a step down subsidiary of the Company, were under the process of liquidation.

During the year under review, as per the Gazette dated March 30, 2024 issued by the Mauritian Government the FHCPL and Lexon are now liquidated and thus has been closed & ceased to be the subsidiary of the Company.

In respect of ultimate subsidiary company, i.e., Leading Hotels Limited, an Order under section 7 of Insolvency & Bankruptcy Code 2016, read with rule 4 of the Insolvency & Bankruptcy (Application to Adjudicating Authority) Rules, 2016 passed on June 25, 2021 for initiating Corporate Insolvency Resolution Process (CIRP).

Vide order dated July 18, 2024 Resolution Plan has been approved for Leading Hotels Limited. [IA(I.B.C) - 4006/2022 in C.P(IB)/1053/2020].

During the year under review, no company became a subsidiary or joint venture or associate of the Company.

Performance and financial position of the subsidiaries

The subsidiaries of the Company namely Fineline Hospitality and Consultancy Pte. Ltd., Mauritius (FHCPL) and Lexon Hotel Ventures Ltd., Mauritius (Lexon) were admitted for liquidation under the provisions of Mauritius Law and as per the Gazette dated March 30, 2024 issued by the Mauritian Government the FHCPL and Lexon are now liquidated and thus has been closed & ceased to be the subsidiary of the Company. Accordingly, the Consolidated Financials are not required to be prepared and therefore the Statement containing salient features of the financial statements of Company's subsidiaries in Form AOC-1 pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2015 is not annexed to the financial statement as it is not applicable on the Company.

STATUTORY AUDITORS & THEIR REPORT

M/s. V.V. Kale & Company, Chartered Accountants (Firm Registration Number: 000897N), were appointed as the statutory auditors of the Company in the 39th Annual General Meeting to hold office from the conclusion of that meeting till the conclusion of the 44th Annual General Meeting of the Company.

The Statutory Auditors' Report for FY 2023-24 is self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer, the same forms part of this Annual Report.

No frauds have been reported under Section 143(12) of the Act by the Auditors of the Company.

INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

In the opinion of the Statutory Auditors of the Company, as expressed by them in their report, the Company has adequate internal financial control systems over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024.

INTERNAL AUDITORS

During the year under review, M/s. Agarwal URS & Co., Chartered Accountants, New Delhi, the internal auditors of the Company conducted periodic audits. The Audit Committee reviews the detailed Internal Audit reports submitted by the Internal Auditors and takes note of the actions taken on the observations and recommendations made by them.

Your Directors are confident that there are adequate internal financial control systems and procedures which are being followed and complied with.

No frauds have been reported under Section 143(12) of the Act by the Internal Auditors of the Company.

SECRETARIAL AUDITORS & THEIR REPORT

M/s. Chandrasekaran Associates, Company Secretaries, the Secretarial Auditors of the Company, have submitted their report for the financial year ended on March 31, 2024 which is annexed as Annexure ‘A' and forms part of this Report.

Secretarial Auditors in their Report dated May 28, 2024, has expressed qualified opinion in respect of the following points and the management reply are also mentioned below correspondence to that points:

1. As on March 31, 2024, the Company falls under the category of top 2000 listed entities on the basis of market capitalization and consequent upon the retirement of Ms. Mita Jha, the Company is not having minimum number of Directors as prescribed in Regulation 17(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from January 07, 2024 till March 15, 2024.

Management Reply: The Company was in process of evaluating right candidate and said position was duly filed on March 16, 2024. Since then the minimum number of Directors are as per the prescribed limit. Company has adhered to the optimum combination of Board of Director as per Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Since Company does not have any regular non-executive chairperson and consequent upon the retirement of Ms. Mita Jha, Independent Director, the minimum number of Independent Director on the Board of the Company falls below prescribed limit as per Regulation 17(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, from January 07, 2024 till March 15, 2024

Management Reply: The Company was in process of evaluating right candidate and said position was duly filed on March 16, 2024. Since then the minimum number of Independent Directors are as per the prescribed limit. Company has adhered to the optimum combination of Board of Director as per Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Further, no frauds have been reported under Section 143(12) of the Act by the Secretarial Auditors of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mr. Ashish Dhanuka (DIN: 07220876) was re-appointed as Director of the Company, liable to retire by rotation.

During the year under review Ms. Mita Namanath Jha (DIN: 07258314) was re-appointed as an Independent Director of the Company with effect from July 07, 2023 to January 06, 2024, subsequently her tenure as an independent director was completed on January 06, 2024.

During the year under review Mr. Sanjeev Agarwala (DIN: 09342150) was re-appointed as an Independent Director of the Company with effect from October 04, 2023 to April 03, 2024, subsequently his tenure as an independent director was completed on April 03, 2024.

During the year under review Mr. Deena Nath Pathak (DIN: 02104727) was appointed as an Independent Director of the Company with effect from March 16, 2024 to March 15, 2025.

After the closure of the financial year on March 31, 2024 Mr. Arjun Raghavendra Murlidharan (DIN: 09801149) was appointed as an Independent Director of the Company with effect from April 04, 2024 to April 03, 2025.

After the closure of the financial year on March 31,2024 Mr. Akhilesh Bhuwalka (DIN: 02764273) resigned as Non-Executive Director of the Company with effect from May 07, 2024.

After the closure of the financial year on March 31,2024 Mr. Ashish Dhanuka (DIN: 07220876) resigned from the position of Executive Director and Chief Financial Officer of the Company with effect from May 16, 2024.

After the closure of the financial year on March 31, 2024 Mr. Naresh Kumar Jain (DIN: 01281538) was appointed as an Additional Director in the category of Independent Director of the Company for 2 years with effect from May 29, 2024 to May 28, 2026.

After the closure of the financial year on March 31,2024 Mr. Sunil Upadhyay was appointed as Chief Financial Officer of the Company with effect from May 29, 2024.

After the closure of the financial year on March 31, 2024 Mr. Amritesh Jatia (DIN:02781300) resigned from the position of Chairman and Managing Director of the Company with effect from July 16, 2024.

After the closure of the financial year on March 31, 2024 Dr. Arun Gopal Agarwal (DIN: 00374421)was appointed as a Whole Time Director designated as an Executive Director for a period of 1 year with effect from July 30, 2024 to July 29, 2025.

After the closure of the financial year on March 31,2024 Mr. Krishna Kumar Acharya (DIN: 08933298) was appointed as a Whole Time Director designated as an Executive Director for a period of 1 year with effect from August 12, 2024 to August 11, 2025.

During the year under review, except as stated above, there was no change in the Directors or Key Managerial Personnel of the Company

A detailed note on the composition of the Board is provided in the Corporate governance report, which forms part of this Report. DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134(5) OF THE COMPANIES ACT, 2013

Pursuant to Section 134(5) of the Act, your Directors confirm as under:

- that in the preparation of the annual accounts for the year ended March 31,2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and of the loss of the Company for that year;

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that the Directors have prepared the annual accounts for the Financial year ended March 31, 2024 on a going concern basis;

- that the Directors have laid down internal financial controls that are being followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Significant accounting policies followed by the Company, and the required disclosures are detailed in the Notes to the Financial Statements. Further, applicable Ind AS and related presentation and disclosure norms have been complied with.

INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information required in terms of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo, to the extent possible in the opinion of your Directors, and forming part of this Report, is given in Annexure ‘B'.

PARTICULARS OF EMPLOYEES & DISCLOSURES UNDER SECTION 197(12) OF THE ACT READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information pursuant to Section 197(12) of the Act, read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of directors, key managerial personnel and employees of the Company is given in Annexure ‘C' and Annexure ‘D' respectively, and forms part of this Report.

CORPORATE GOVERNANCE

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

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

CORPORATE SOCIAL RESPONSIBILITY

Due to heavy losses incurred by the Company since FY 2014-15, the Company was not obliged to make any contribution towards CSR activities from the financial years 2014-15 to 2023-24 as per Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. Further the Corporate Social Responsibility Committee (CSR Committee) has been dissolved and the Corporate Social Responsibility (CSR) policy is also no longer effective.

RISK MANAGEMENT

The Company has a well-defined Risk Management framework, which is designed to enable risk to be identified, assessed and mitigated appropriately. This framework seeks to create transparency, minimize adverse impact on business objective and enhance Company's competitive advantage. The Company is faced with different types of risks, each risk is carefully mapped and each of such risk requires different approaches for mitigation. The Risk Management Policy lays down the process for identification and mitigation of risks. The policy is available on the website of the Company and can be assessed at http://www.asianhotelsnorth.com/pdf/RiskManagementPolicv11082011 8Sep2021.pdf

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

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, Four (4) Board meetings were held, details of which are given in the Corporate Governance Report annexed to this Report as Annexure ‘E'.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company has established a vigil mechanism and the Board of Directors of the Company had approved and adopted a 'Whistle Blower Policy' which is uploaded on the website of the Company and can be accessed at http://www.asianhotelsnorth.com/pdf/WhistleBlowerPolicyeffective01042019.pdf

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

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

ANNUAL RETURN

In terms of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the website of the Company and can be accessed at https://www.asianhotelsnorth.com/annual-returns.html

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 Company's website at the above mentioned link.

BOARD EVALUATION

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

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

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

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

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

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

The Board in its meeting held on May 29, 2023, has discussed its overall performance and concluded that the Board and its Committees have been performing satisfactorily. Further, based on the feedback received from fellow directors, the Board also evaluated the performance of the individual directors (including the Chairman) and found it satisfactory. The performance evaluation of the Individual Directors, Chairman, Board and its Committees is due for the Financial Year 2024-25.

The details of the evaluation criteria are enumerated in the Nomination, Remuneration and Evaluation Policy which can be accessed at: http://www.asianhotelsnorth.com/pdf/NominationRemunerationandEvaluationPolicveffective01042019.pdf

DECLARATION BY INDEPENDENT DIRECTORS

During the year under review, all the Independent Non-executive Directors have confirmed and submitted declaration to the effect that they meet the criteria of independence as laid down under Section 149 and 150 of the Act read with rules framed thereunder and other applicable provisions of the Act read with relevant regulations of the Listing Regulations. Independent Non-Executive Directors have also submitted declarations for the financial year 2024-25 confirming that they continue to meet the criteria of independence as laid down under aforesaid provisions.

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

Further, in terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective of independent judgment and without any external influence.

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

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

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements or transactions entered in to by the Company during the financial year 2023-24, were in the ordinary course of business and were at an arm's length basis. Relevant Related Party Disclosures under the provisions of the Act and the Listing Regulations, as applicable, are provided in the Note no. 39 to the financial statements.

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

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

The Policy on the related party transactions is available on the Company's website at https://www.asianhotelsnorth.com/pdf/FY2223/ Policy%20for%20Related%20Partv%20Transactions%20as%20on%2001.04.2022.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

NOMINATION, REMUNERATION AND EVALUATION POLICY

The roles, responsibilities, powers and terms of reference of the Nomination and Remuneration Committee were in conformity with Section 178 of the Act and Rules made there-under, and Regulation 19 of the Listing Regulations and relevant Schedule thereto, as amended or re-stated from time to time, during the year under review. Moreover, the Board of Directors has ensured that the said policy enumerates the criteria laid down for nomination/selection, appointment, evaluation and remuneration of the directors and key managerial personnel; and determines qualifications, positive attributes and independence of directors and/or key managerial personnel, and is uploaded on the website of the Company at https://www.asianhotelsnorth.com/pdf/NominationRemunerationandEvaluationPolicyeffective01042019.pdf

The salient features of the said policy are as under:

a) Role of the Nomination and Remuneration Committee

• Ensure diversity of Board;

• Formulate criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board their appointment;

• Identify persons who are qualified to become Directors and/or Senior Management Personnel (SMP) and recommend to the Board their appointment;

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

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

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

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

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

COMMITTEES OF THE BOARD

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

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

CHANGE IN THE NATURE OF BUSINESS

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

DEPOSITS

During the year under review, the Company has not invited or accepted or renewed any deposits covered under section 73 of the Companies Act, 2013 and the Rules made thereunder. Further, no amount of principal or interest are outstanding at the end of financial year 2023-24.

LISTING ON STOCK EXCHANGES

The equity shares of the Company are listed on The National Stock Exchange of India Limited and BSE Limited. Further, your Directors would like to inform that the Company has paid the Annual Listing Fees for the FY 2024-25 to the respective Stock Exchanges.

SECRETARIAL STANDARDS

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

MAINTENANCE OF COST RECORDS

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

Pursuant to Para B of Schedule V to the Listing Regulations, the Management Discussion and Analysis Report is given below: INDUSTRY STRUCTURE & DEVELOPMENTS AND OPPORTUNITIES & OUTLOOK

The Hospitality Market in India is Experiencing Growth Due to the Country's Rich Culture and Diversity, Attracting Global Guests. The Service Sector, known for Spiritual Tourism, has seen a rise in Domestic Travel, driven by a growing middle class and increased disposable income. The hotel industry is expanding with new projects from international chains, driven by increased travel and government efforts to boost tourism.

Indian Hospitality Market Analysis

The Hospitality Industry in Indian market size is estimated at USD 247.31 billion in 2024, and is expected to reach USD 475.37 billion by 2029, growing at a CAGR of 13.96% during the forecast period (2024-2029).

India has been successful as a leading global destination for leisure and business travellers, which has undoubtedly positively impacted the country's hospitality sector.

India's attractiveness as a global travel destination has been further enhanced by its geopolitical stability, world-class infrastructure, and commitment to hosting international events. Therefore, these factors contribute to the growth of the tourism industry and, as a result, keep the hospitality industry firm.

India's domestic tourism has shown remarkable resilience and strength, and an increasing preference for stay cations among Indian residents has been noticed. This preference for stay cation is driven by several factors, including convenience, safety, and the opportunity to discover hidden gems within India.

The growth rate of the hospitality and tourism sector has seen a notable increase. India is included in the list of the top 100 countries with favourable conditions for conducting business (EoDB) and holds the first globally regarding green field FDI ranking. To enhance the cruise tourism industry, the Government of India (GoI) has chosen to develop the Chennai, Goa, Kochi, Mangalore, and Mumbai ports as cruise tourism hubs. These ports will have various amenities such as hospitality services, retail outlets, shopping centres, and restaurants.

Indian Hospitality Market Trends

Increase in the number of Hotel Projects is driving the Market

India's hospitality sector has experienced a notable boost due to the surge in hotel projects. The industry saw an increase in occupancy rates ranging from 60-67% compared to the previous year. Despite this, average rates (ARR) have fully recovered, showing a significant rise of 37-39 % from the prior year. Consequently, Revenue per Available Room (RevPAR) has seen a remarkable growth of 89-91% in the current year compared to the previous year.

Driven by a robust rebound in demand, hotel companies have expedited their expansion strategies this year, leading to a more than 35% increase in brand signings by keys compared to the previous year. According to the Top Hotel Projects construction database, India is set to welcome 481 projects with 57,879 rooms in which Global hospitality company Hyatt Hotels also plans to expand its footprint in India by opening seven new hotels and adding 1,115 keys across leisure and city destinations in 2024. Hoteliers have been expanding their presence in leisure destinations and Tier-3 and -4 cities, acknowledging the vast untapped potential in these regions.

Moreover, during India's G20 presidency until November 2023, over 200 G20 meetings were held in 55 different locations nationwide. This significantly benefited the Indian hotel sector, as there was a notable increase in demand for hotels in the cities hosting these meetings.

Government Initiatives to attract more Tourism and rise in Tourism is driving the Market

The Indian hospitality industry is primarily fueled by strong domestic demand and the Indian government's renewed focus on expanding the tourism sector. Recognizing the sector's potential as a major employment generator, the government actively promotes it through public-private partnerships and a mission-oriented approach involving all stakeholders. The government plans to revive 50 additional airports, heliports, and water aerodromes to enhance regional air connectivity. It also aims to develop fifty tourism destinations as comprehensive packages for domestic and international tourists. The government's continued emphasis on infrastructure development, including significant railways and last-mile connectivity investments, is expected to benefit the sector.

Moreover, the recent reduction in personal income tax will boost disposable income, thereby driving demand in the tourism and hospitality sectors. The Ministry of Tourism has undertaken a revitalization of its Swadesh Darshan Scheme as Swadesh Darshan 2.0 (SD2.0) and introduced the National Integrated Database of Hospitality Industry (NIDHI) to facilitate digitalization and ease of doing business in the hospitality and tourism sector. This initiative, now upgraded as NIDHI+, aims to include not only Accommodation Units but also Travel Agents, Tour Operators, Tourist Transport Operators, Food & Beverage Units, Online Travel Aggregators, Convention Centres, and Tourist Facilitators.

India witnessed a promising recovery in the tourism sector, with a notable rise in Foreign Tourist Arrivals (FTAs) from various countries.

The top states in terms of domestic visits in India are Uttar Pradesh, Tamil Nadu, Andhra Pradesh, Karnataka, and Gujarat. India witnessed a promising recovery in the tourism sector, with a notable rise in Foreign Tourist Arrivals (FTAs) from various countries.

Threats, Risks and Concerns

Rapidly changing customer demands and a boom in guest-facing connected technologies are among the factors changing the risk landscape for hospitality companies. Travel and hospitality is a lucrative industry. Over the years, the industry witnessed a tremendous rise in business. However, despite the gains, inevitable challenges in the accommodation sector make running hotel businesses a little more difficult.

Internal Security, Law & Order Situation and Political Stability is a major challenge for the hospitality sector at present. Violence arising due to political instability in certain regions; insurgency and communal disharmony; infiltration of foreign nationals in large numbers in certain regions causing regional imbalances and its spill over effect in other regions cause a major set back to the inflow of tourists - both domestic and international. Though the industry at large or the Company has hardly any control over such causes, yet they suffer the brunt of such occurrences.

Foreign Exchange Fluctuations have also a major impact on the Company. The Company has a large import content both for its consumables/provisions as well as capital goods requirements. Moreover, a portion of the Company's loans are foreign currency loans (External Commercial Borrowings), therefore the depreciating Rupee has over the years severely impacted the financial position of the Company.

These days, more and more property owners are renting out their rooms or property occasionally. Home stays and vacation rentals promise an authentic local experience besides being convenient. Owing to this, travelers prefer to choose those home stays over hotels and resorts. Other than that, new hotels are entering the market every day. This growing number of home stays and competition is one of the challenges in the hospitality industry.

Every industry is prone to challenges and pitfalls, and the hospitality industry is no exception but there is nothing which an industry can't overcome

Source: https://www.mordorintelliaence.com/industrv-reports/hospitalitv-industrv-in-india and https://www.business-standard.com/companies/news/hyatt-hotels-to-expand-india-footprint-with-7-new-properties- in-2024-124031301012 1.html

COMPANY'S STRATEGY FOR SUSTAINED GROWTH IN MEDIUM TO LONG TERM

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

• Strengthen the long stay segment from Embassies & their respective trade commission's

• Identified EMC/PCOs to be targeted for Pharma/Automobile/Medical and associations evens in Q4 2024 , City Calendar maintained and to be focused.

• Continued focus on Diplomatic community and Ministry to capture future visits and delegation

• Identified Wedding planners across PAN India , targeting higher APC by selling at minimum revenue.

• Focus to be on Residential weddings on all auspicious dates in Q4 and Q1 next Year .

• High focus to increase penetration from OTA's through online presence at an optimum price mix data.

• Focus to Increase on PSU accounts, Gurgaon market. Touch base with all LNR contracted companies for next year

• Penetration in key segment to attract events from UN Bodies like WHO, UNICEF, UNDP, UNFPA, World Bank & UNODC.

• Strengthen the long stay segment from Embassies & their respective trade commission's

• Target Tourism Boards / Airline events for Q4 and Q1 next year REVIEW OF OPERATIONAL AND FINANCIAL PERFORMANCE

The Company achieved aggregate revenue of Rs. 29,809.19 lakhs from operations for the year ended March 31, 2024. The said revenue in the preivous year was Rs. 25,577.99 lakhs. Detailed information is given under 'Financial Results & the State of Company's Affairs' herein-above.

SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

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

Remarks for change in ratio by more than 25% with respect to previous year:- Current Ratio

There is improvement in ratio due to increase in current assets as there is improvement in business operations.

Debt-Equity Ratio

Ratio is adverse due to decrease in Equity due to continuous loss.

Return on Equity

Ratio become adverse due to decrease in Average Shareholder's Equity. Average Shareholder's Equity decreases due to continuous loss.

Return on Capital Employed

There is improvement in ratio as compared to last year due to slight reduction in losses & capital employed has reduced due to losses.

Return on Net Worth

Ratio become more adverse as there is continuous fall in net worth due to continuous losses.

SEGMENT WISE PERFORMANCE

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

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

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

During the year under review, 3 complaint were received and resolved during the year and there is no complaint outstanding at the end of the year under review in pursuance of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company enjoys harmonious relationship with its employees. The Company had 785 employees on its rolls as on March 31, 2024 (previous year end 670)

DISCLOSURE OF ACCOUNTING TREATMENT

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

AWARDS AND RECOGNITIONS

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

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

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

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

Best Middle Eastern - Syrah - Times Food and Nightlife Award

Best Japanese restaurant in a hotel - TK's Oriental Grill - EazyDiner Foodie Awards

4-star rating - The China Kitchen - Ultimate restaurant ratings by Culinary Culture

Timeless Bar - Polo Lounge - 30 best bars India by Man's World

Best Bleisure Hotel - Travel + Leisure India's Best Awards

Best Middle Eastern - Syrah - Times Food and Nightlife Award

Food Food India's 50 top restaurant awards - #16 The China Kitchen

Favourite Indian Hotel for Food & Drink - Runner up - Conde Nast India

Leading Business Hotel - South Asian Travel Awards

Best Business Hotel - Iconic Awards

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

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

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

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

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, the Company has not made one time settlement therefore, same is not applicable ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude to the Company's valued customers, the Government of India, State Government of Delhi, and the Financial Institutions and Banks for their continued support and confidence in the Company.

Your Directors also place on record their sincere gratitude to Hyatt International for their co-operation and guidance. Your Directors also commend the sincere efforts put in by the employees at all levels for the growth of the Company.