EIH Ltd

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b) the Directors have selected accounting policies, applied them consistently and made judgements and estimates that are reasonable and prudent to give a

true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year;

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

d) the Directors ensured the annual accounts of the Company were prepared on a "going concern" basis;

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

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

STATE OF COMPANY'S AFFAIRS

There has been no alteration in the nature of the Company's business operations and affairs during the financial year. However, the Company has relocated its registered office from 4, Mangoe Lane, Kolkata - 700001, West Bengal to N-806-A, 8^th Floor, Diamond Heritage Building, 16, Strand Road, Fairley Place, Kolkata - 700001, West Bengal.

PERFORMANCE

The annexed Management Discussion and Analysis Report forms part of this report and covers, amongst other matter, the performance of the Company during the Financial Year 2023-24 as well as the future outlook.

TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves for the Financial Year ended March 31, 2024.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

No significant changes have occurred affecting the Company's financial position from the end of the Financial Year 2023-24 up to the date of this Report.

DIVIDEND

The Board recommends a Dividend of I 1.20 (60%) per equity share for the Financial Year 2023-24, for approval by Shareholders at the forthcoming Annual General Meeting.

BOARD MEETINGS

During the year, eight Board Meetings were convened on May 22, 2023; June 27, 2023; August 8, 2023; September 1, 2023; November 3, 2023; November 23, 2023; February 6, 2024; and March 28, 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors expresses grief on peaceful passing of Mr. Prithviraj Singh Oberoi, Chairman Emeritus on November 14, 2023. The Board also expresses its deep

appreciation and gratitude for his immense contributions in elevating EIH Limited. Under the visionary leadership of Mr. Oberoi the Company had achieved unparalleled success and placed India on the world map for luxury hospitality. Beyond corporate success, Mr. Oberoi was known for his compassion and warmth, fostering a corporate culture built on integrity and genuine care for every member of The Oberoi Group.

The Board appointed Ms. Renu Sud Karnad (DIN: 00008064) as an Additional Director in the category of Non-Executive Independent Director of the Company, effective from January 5, 2024. Subsequently, the Shareholders, through a special resolution appointed Ms. Renu Sud Karnad as a NonExecutive Independent Director of the Company effective from January 5, 2024 for a term of 5 consecutive years. Ms. Renu Sud Karnad possesses the requisite expertise, integrity and experience (including proficiency) as a Director on the Company's Board.

The second term of office of Mr. Anil Kumar Nehru (DIN: 00038849) as a Non- Executive Independent Director of the Company concluded on March 31, 2024. The Board expresses its gratitude for the immense contribution made and guidance provided by Mr. Nehru during his tenure as a Director. The Board recognises and commends Mr. Nehru's wisdom, dedication and invaluable counsel, which have greatly enhanced the Board's deliberations. His steadfast commitment to excellence and ethical standards has left an indelible mark on the Company.

Mr. Vikramjit Singh Oberoi (DIN:00052014) will retire by rotation as a Director of the Company at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends the reappointment of Mr. Vikramjit Singh Oberoi as a Director on the Board.

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

CORPORATE GOVERNANCE REPORT

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

CORPORATE SOCIAL RESPONSIBILITY

The Company's Corporate Social Responsibility (CSR) Policy formulated in accordance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 can be accessed on the Company's website

eih-csr-policy.pdf

A report on Corporate Social Responsibility activities for the Financial Year 2023-24 is attached as Annexure - I and forms part of this Report.

During the year, the Company was not obligated to spend on CSR initiatives due to negative average net profits over the preceding three years. However, the Company's hotels have undertaken the following initiatives:

The Oberoi Grand supports Antara, an NGO dedicated to community and environmental well-being through recycling and reusing efforts. The hotel contributed clothing and linens for distribution among underprivileged individuals. Additionally, the hotel backs the Deepranjani Foundation, which assists specially-abled children by donating 20 kilograms of food items and 35 kilograms of linens.

Moreover, in collaboration with Oberoi Flight Services, the hotel aids SOS Village by conducting cybersecurity sessions and teaching the basics of Microsoft Office. Furthermore, the hotel supports the Hope Foundation by celebrating Christmas with special gift hampers and delightful snacks.

The Oberoi, Bengaluru supports Cheshire Homes India, offering a nurturing environment for hearing and speech- impaired children, empowering them to pursue their dreams and live meaningful lives. To mark Independence Day and our Founder's birth anniversary, the Hotel organised a cultural afternoon and lunch at the Cheshire Homes campus, including games, quiz shows and cultural exchanges. Moreover, the hotel contributed to Friends in Need Society, assisting homeless and elderly individuals by donating tea cakes.

The Oberoi Vanyavilas, Ranthambore, together with Yash Foundation, celebrated Children's Day with underprivileged children, treating them to snacks and cold drinks. A drawing competition was held and prizes were awarded to the winners. The hotel also supported the Yash Foundation in their efforts for orphanage children. Additionally, on the occasion of the 50^th World Environment Day, the hotel organised an awareness session on "Wipe out Plastic" among the local communities of Sawai Madhopur and conducted a tree plantation activity. Furthermore, the hotel contributed to Tiger Watch NGO, honouring the work of wildlife warriors and celebrating Ranthambore as a sanctuary for tigers. As part of the 'Badlega Madhopur' campaign to beautify the district, the hotel participated by painting the walls of the nearby area of Ranthambore known as Kherda.

Maidens Hotel, New Delhi, in collaboration with the NGO "Palna," supports underprivileged children by distributing

food packets to ensure they have access to nourishment and care.

Trident Nariman Point and The Oberoi Mumbai observed Rakhi with Swayam Siddha Foundation, showcasing handmade rakhis crafted by physically challenged individuals. Additionally, the hotels celebrated Diwali with Prerna NGO by distributing Mithai boxes, spreading joy and festive spirit. In collaboration with The Robin Hood Army NGO, the hotels donated clothing, books and footwear to underprivileged individuals, contributing to their well-being and empowerment.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND SENIOR MANAGEMENT PERSONNEL APPOINTMENT AND REMUNERATION

The Company's policy on Directors' Appointment and Remuneration ("Director Appointment Policy") and Senior Management and Key Managerial Personnel Appointment and Remuneration Policy ("Senior Management Policy") formulated in accordance with Section 178 of the Act read with the Regulation 19(4) of the Listing Regulations can be accessed on the Company's website

https://www.eihltd.com/-/media/eihltd/investors/ policies/senior-management-and-kmp-remuneration- policy.pdf

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

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

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

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

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

• Examination of the individual's current positions, including directorships or other affiliations and how these roles might impact their ability to exercise independent judgement.

• Evaluation of the time commitment required from Directors to fulfill their duties to the Company effectively.

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

• The objective of the Policy is to establish a framework and define standards for the appointment, compensation and termination of Key Managerial Personnel (KMP) and Senior Managerial Personnel. These individuals are entrusted with the responsibility and capability to steer the Company towards its long-term objectives, development and growth.

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

• Remuneration packages are designed to be in harmony with the Company's objectives, taking into consideration its strategies and risks.

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

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

• Executives performing similar levels of job complexity receive comparable compensation packages.

ENERGY CONSERVATION MEASURES

Throughout the year, our unwavering commitment to energy conservation remained steadfast. We undertook a series of targeted initiatives, combining operational enhancements with the gradual integration of energy- efficient systems. These efforts encompassed a broad spectrum of improvements, such as the installation of energy-efficient pumps, fans and motors, alongside the adoption of energy-saving lighting and sensor-based faucet automation. We also implemented a waste heat recovery system\ and introduced energy-efficient heat pumps and chillers.

Additionally, we upgraded our power quality improvement system and solar water heating system, while implementing an automatic tube cleaning system for chillers and

transitioning our steam-based laundry machines to electrically heated models. In our kitchens, we replaced equipment with more energy-efficient alternatives and implemented demand-based ventilation systems. We also leveraged IoT technology for building management and installed energy-miser actuator valves for our chilled water systems.

Our approach extended beyond equipment upgrades; we optimised the operation of major machinery, including elevators, chillers, boilers and ventilation systems, adjusting them in response to occupancy levels and ambient conditions. This operational strategy, combined with rigorous maintenance protocols, ensured peak efficiency.

Looking ahead, our focus for the upcoming year includes further initiatives such as replacing fuel-based heating systems with heat pumps, upgrading chillers and implementing additional waste heat recovery systems. We also plan to introduce demand-based ventilation for air handling equipment and integrate water conservation devices. Furthermore, we will continue to foster collaboration among cross-functional energy conservation teams, conduct regular audits and closely monitor and evaluate the performance of our systems.

Consequent to these concerted efforts in the Financial Year 2023-24, we successfully maintained our energy intensity levels despite increased business volumes and upgraded facilities compared to the previous fiscal year.

TECHNOLOGY ABSORPTION

The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the Financial Year 2023-24, the foreign exchange earnings of the Company were I 5,965.12 million as compared to I 5,379.57 million in the previous year. The expenditure in foreign exchange during the Financial Year was I 404.97 million as compared to I 406.02 million in the previous year.

AUDITOR AND AUDITOR'S REPORT

At the 72^nd Annual General Meeting of the Company held on July 28, 2022 the shareholders approved the reappointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration Number: 117366W/W- 100018) as the Statutory Auditors of the Company to hold office for five consecutive years from the conclusion of the 72^nd Annual General Meeting till the conclusion of the 77^th Annual General Meeting to be held in 2027.

The Auditor's Report for the Financial Year 2023-24 does not contain any qualification, reservation, or adverse remarks.

SECRETARIAL AUDITORS

M/s. JUS & Associates were appointed as the Secretarial Auditors of the Company for the Financial Year ended March 31, 2024. The Secretarial Audit Report for the Financial Year 2023-24 does not contain any qualification, reservation or adverse remarks. The Secretarial Audit Report is annexed and forms part of this Report. The certificate pursuant to Regulation 34(3) and schedule V Para C clause (10) (i) of the Listing Regulations with respect to non-disqualification of Directors of the Company is also annexed and forms part of this Report.

SECRETARIAL STANDARDS

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

RELATED PARTY TRANSACTIONS

The contracts, agreements and dealings initiated by the Company in the fiscal year with related parties were conducted within the regular scope of business and adhered to arm's length principles. Throughout the period, the Company did not engage in any significant contracts, agreements or transactions with related parties that would qualify as material under the Company's Related Party Transaction Policy. Therefore, there are no transactions necessitating disclosure in Form AOC-2 as per Section 134(3)(h) of the Act, in conjunction with Rule 8(2) of the Companies (Accounts) Rules, 2014. The Policy on Related Party Transactions approved by the Board can be accessed on the Company's website

https://www.eihltd.eom/-/media/eihltd/investors/ policies/related-party-transaction-policy.pdf The details of Related Party Transactions are set out in Note nos. 44 & 45 to the Standalone and Consolidated Financial Statement respectively.

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 https://www.eihltd.com/investors/ annual-reports/.

LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investment made, guarantees given, if any and the purpose for which the loan, guarantee and investment will be utilised are provided in the Standalone Financial Statement in Note nos. 8, 13, 46 (i) (b).

DEPOSITS

During the year, the Company did not accept any deposits from the public.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

The Company has a Whistle-Blower Policy in place to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct, "The Oberoi Dharma". The Policy provides for protected disclosures for the Whistle-Blower and also considers and investigates anonymous complaints. Disclosures can be made through e-mail or letter to the Whistle Officer or to the Chairperson of the Audit Committee and also to the Executive Chairman or Managing Director & CEO. The Whistle-Blower Policy can be accessed on the Company's website

policies/whistlelower-policy.pdf

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES Subsidiaries/Joint Ventures

The Company has three Indian subsidiaries which are also Joint Ventures, namely, Mumtaz Hotels Limited, Mashobra Resort Limited and Oberoi Kerala Hotels and Resorts Limited.

The Company's overseas subsidiaries are EIH International Ltd. BVI, EIH Holdings Ltd. BVI, PT Widja Putra Karya, Indonesia, PT Waka Oberoi, Indonesia and PT Astina Graha Ubud, Indonesia.

Associates

The Company has two domestic Associate Companies, namely, EIH Associated Hotels Limited (a listed entity) and USmart Education Limited (an unlisted entity) and one overseas Associate Company, namely, La Roseraie De L'Atlas (which is also a Joint Venture) through its wholly-owned foreign subsidiary.

Joint Ventures

The Company has three Joint Venture Companies, one domestic, namely, Avis India Mobility Solutions Private Limited (formerly known as Mercury Car Rentals Private Limited) and two overseas, namely, Oberoi Mauritius Limited

and Island Resorts Limited (Subsidiary of Oberoi Mauritius Limited) through its wholly-owned foreign subsidiary.

A Report on the performance and financial position of each of the Subsidiaries, Associates and Joint Venture Companies is provided in the Annexure to the Consolidated Financial Statement and hence not repeated here for the sake of brevity.

The policy on material subsidiaries can be accessed on the Company's website https://www.eihltd.com/-/media/eihltd/ pdf-files/polices-and-code-of-conduct/other-policies/ material-subsidiary-policy-of-eih-02.pdf

DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) REMUNERATION

Directors' remuneration includes retirement benefits, wherever applicable

b) The percentage increase in remuneration of each Executive Directors, Chief Financial Officer and Company Secretary in the Financial Year is as under:

Total remuneration includes retirement benefits, wherever applicable

c) The percentage increase in the median remuneration of employees in the Financial Year is (7.31%).

d) The number of permanent employees on the rolls of the Company at the end of the Financial Year are 3,083.

e) The average percentage increase already made in the salaries of employees of the Company other than the managerial personnel in the last Financial Year was 12.10% and percentage increase in remuneration of managerial personnel was 150%. The increase in managerial remuneration is due to increase in commission which is linked to the net profit of the Company in the Financial Year 2023-24.

f) The Executive Directors do not receive remuneration or commission from any of the subsidiaries of the Company.

It is hereby affirmed that the remuneration of the Executive

Directors and Key Managerial Personnel are as per the

Remuneration Policy of the Company.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT SYSTEMS

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

BOARD EVALUATION

In accordance with the provisions of the Act and Regulation 17(10) of the Listing Regulations, the Company has a Board Evaluation Policy for evaluation of the Chairperson, individual Directors, Committees and the Board. An independent external agency was engaged by the Company for Board Evaluation for the Financial Year 2023-24. The external agency has interacted with the Board Members covering various aspects of the Board's functioning, Board

culture, performance of specific duties by Directors and contribution to the Board proceedings.

The process of review of Non-Independent Directors, the Chairperson, the Board as a whole and also its Committees were undertaken in a separate meeting of Independent Directors held on March 28, 2024 without the attendance of Non-Independent Directors and members of the management. The Independent Director also assessed the quality, quantity and timeliness of information required for the Board to perform its duties properly.

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

Based on the findings from the evaluation process, the Board will continue to review procedures, processes and effectiveness of Board's functioning, individual Directors effectiveness and contribution to the Board's functioning in the Financial Year 2024-25 with a view to practice the highest standards of Corporate Governance.

COST RECORDS

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

SIGNIFICANT AND MATERIAL ORDERS, IF ANY

On January 5, 2024, the Hon'ble High Court of Himachal Pradesh directed that the Wildflower Hall property be vacated and its vacant and peaceful possession be handed over to the State of Himachal Pradesh within two months from the passing of the Order.

The Company sought a stay of the Order and filed a Special Leave Petition before the Hon'ble Supreme Court. On 20^th February 2024, the Supreme Court dismissed the SLPs. However, despite the dismissal, the Court granted the Company time until March 31, 2025, to vacate the property and hand over possession to the State of Himachal Pradesh.

During the Financial Year, there were no other significant and material orders passed by Regulators or Courts or Tribunals impacting the going concern status and the Company's operation in future.

PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

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

Details of complaints are provided in the Corporate Governance Report.

PARTICULARS OF EMPLOYEES

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENT