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Juniper Hotels Ltd

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BSE Code : 544129 | NSE Symbol : JUNIPER | ISIN : INE696F01016 | Industry : Hotels & Restaurants |


Directors Reports

Dear Members,

The Board presents the Thirty Eighth (38th) Annual Report together with the Audited Financial Statements and the Auditor's Report for the Financial Year Ended March 31, 2024 This being the first report following the Initial Public Offering (IPO) and listing on the Stock Exchanges, the Board extends a warm welcome to all our public shareholders and looks forward to your ongoing trust and support.

The year under review is a watershed year in the history of the Company. It has achieved three major milestones viz.,

i) Converted itself into a Public Limited Company.

ii) Acquired 100% stake in Chartered Hotels Private Limited which had in its fold three operating Hotels at Hampi, Raipur and Lucknow.

iii) Successfully completed an Initial Public Offering (Public Issue) to the extent of 1800 crores and reduced its debts substantially.

The details pertaining to the above milestones are given in appropriate paragraphs.

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

FINANCIAL HIGHLIGHTS

The Company's financial highlights for the year ended March 31, 2024 is summarized below:

(Rs. in Lakhs)

Particulars

Standalone For the year ended

Consolidated For the year ended

March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
Total Revenue 76,050.72 71,733.85 82,630.62 71,728.82
Earnings Before Interest, Depreciation, Taxes and Amortization (EBIDTA) 2,9502.84 3,2242.00 3,1965.47 3,2236.14
Finance cost 25,628.52 26,635.97 26,523.74 26,635.99
Depreciation and Amortization Expenses 7,985.82 8,152.07 9,116.56 8,152.07
Exceptional Item -Profit/(Loss) - - - -
Profit/(Loss) before tax (4,111.50) (2,546.03) (3,674.83) (2,551.92)
Less: Tax including Deferred Tax (5,019.84) (2,386.79) (6,054.62) (2,402.16)
Profit/(Loss) after Tax 908.34 (159.25) 2,379.79 (149.76)
Other Comprehensive Income/ (Loss) (Net of tax) (32.71) (36.28) (27.66) (36.28)
Total Comprehensive Income/ (Loss) 875.63 (195.53) 2,352.13 (186.04)

PERFORMANCE REVIEW OF THE STANDALONE AND COSOLIDATED FINANCIAL RESULTS

During the financial year ended March 31, 2024, the total revenue of the Company on a Standalone basis was Rs. 76,050.72 Lakhs vs. Rs. 71,733.85 Lakhs in the previous year. Profit /(Loss) After Tax Rs. 908.34 Lakhs vs. Rs. (159.25) Lakhs in the previous year.

On a Consolidated basis, the total revenue of the Company for the year increased to Rs. 82,630.62 Lakhs from Rs. 71,728.82 Lakhs in the previous year. The Consolidated Profit /(Loss) After Tax Rs. 2,379.79 Lakhs vs. Rs. (149.76) Lakhs in the previous year.

BUSINESS OVERVIEW

An analysis of the business and financial results is provided in the Management Discussion and Analysis section, which is included in the Annual Report.

CAPITAL STRUCTURE:

Authorized Share Capital

During the year under review, the Authorized Share Capital of the Company was increased from Rs. 1,90,00,00,000/- (Rupees One Hundred and Ninety Crore Only) divided into 19,00,00,000 (Nineteen Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 3,00,00,00,000/- (Rupees Three Hundred Crore Only) divided into 30,00,00,000 (Thirty Crores Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each as approved by the shareholders in Extraordinary General Meeting held on August 07, 2023.

Paid Up Share Capital

The paid-up share capital of the Company was increased from Rs. 143,70,00,000 (Rupees One Hundred Forty Three Crores and Seventy lakhs) divided into 14,37,00,000 (Fourteen Crores and Thirty Seven lakhs) shares of Rs. 10 (Rupees Ten Only) each to Rs. 222,50,23,840 (Rupees Two Hundred Twenty Two Crores Fifty Lakhs Twenty Three Thousand Eight Hundred and Forty) divided into 22,25,02,384 (Twenty Two Crores Twenty Five Lakhs Two Thousand Three Hundred and Eighty Four) shares of Rs. 10 (Rupees Ten Only) each on account of:

1) Allotment of 2,88,02,384 Equity Shares on September 20, 2023 to the shareholders of Chartered Hotels Private Limited ("CHPL"), i.e., Saraf Hotels Limited (52,29,381 Equity Shares), Two Seas Holdings Limited (1,44,01,192 Equity Shares) and Juniper Investments Limited (91,71,811 Equity Shares) for the acquisition of 100% of the equity share capital of CHPL pursuant to a share swap arrangement.

2) Allotment of 5,00,00,000 Equity shares on February 26, 2024 in the process of Initial Public Offer ("IPO").

INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES OF THE COMPANY:

During the year under review, the Company has successfully completed the initial public offering of its equity shares through fresh issue of5,00,00,000 Equity Shares aggregating to Rs. 1,800 Crores through book building process.

On the day of listing, the stock price closed at Rs. 397.30 (Upper Circuit) on account of strong interest shown by the investors. The offer price range was set between 342 and 360 per equity share, while the issue was subscribed at 365 per equity share—36.5 times of its face value. This allowed your company to reduce its debt and position itself for business growth and expansion. The equity shares of your Company have been listed on the BSE Limited and the National Stock Exchange of India Limited on Wednesday, February 28, 2024.

The stock performance is provided in the Report on Corporate Governance forming part of this Report.

SIGNIFICANT OR MATERIAL ORDERS WERE PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS WHICH CAN IMPACT THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company vide its Special Resolution dated August 07, 2023 has passed resolution for Conversion of Company from Private Company to Public Company. The Registrar of Companies, Mumbai approved the application, and the Company was converted into Public Company w.e.f. August 28, 2023

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;

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

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

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

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

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

TRANSFER TO RESERVE

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company, being a top thousand listed entity as per Market Capitalization and adhering to good Corporate Governance and for the amelioration of the society in which it operates, has prepared the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective. The BRSR report forms an integral part of Annual Report.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report and certificate from M/s. N Kothari Associates, Company Secretaries confirming compliance with the conditions of corporate governance forms part of this Report.

MATERIAL CHANGES, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

There are no material changes affecting the financial position of the Company after the closure of the Financial Year 202324 till the date of this Report.

DIVIDEND

No dividend has been recommended by the Board of Directors for the year under review.

However, Company has adopted the Dividend Distribution Policy of the Company pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, ("Listing Regulations"), which is available on the Company's website at https://iuniperhotels.com/wp-content/uploads/2024/04/ Dividend-Distribution-Policy.pdf

CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

There has been no change in the nature of the Business of the Company during the year under review.

BOARD MEETINGS

During the Financial Year 2023-24, the Board of Directors met fourteen times. The details of the meetings held have been given in Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, the Members approved the following appointment and re-appointment of Directors:

Mr. Arun Kumar Saraf (DIN: 00339772), Chairman and Managing Director of the Company, whose term was expiring on February 28, 2024, has been re-appointed on February 26, 2024 for a further term of three years up to February 28, 2027 as approved by the Board and Shareholders of the Company on the basis of the recommendation of the Nomination and Remuneration Committee.

Mrs. Namita Saraf (DIN: 00468895), has been appointed as Non-Executive Non-Independent Director w.e.f. September 08, 2023 as approved by Board at their Board Meeting held on September 08, 2023 and the shareholders of the Company on September 09, 2023.

Mr. Elton Wong (DIN:10059779), has been appointed as NonExecutive Non-Independent Director w.e.f. September 08, 2023 as approved by Board at their Board Meeting held on September 08, 2023 and the shareholders of the Company on September 09, 2023.

Mrs. Pallavi Shroff (DIN: 00013580), has been appointed as Non-Executive Independent Director as approved by Board at their Board Meeting held on September 08, 2023 and the shareholders of the Company on September 09, 2023 for a period of four (4) consecutive years starting from September 08, 2023 to September 07, 2027

Mr. Sunil Mehta (DIN: 07430460), has been appointed as Non-Executive Independent Director as approved by Board at their Board Meeting held on September 20, 2023 and the shareholders of the Company on September 21, 2023 for a period of four (4) consecutive years starting from September 20, 2023 to September 19, 2027.

Mr. Rajiv Kaul (DIN: 06651255) has been appointed as NonExecutive Independent Director as approved by Board at their Board Meeting held on September 20, 2023 and the shareholders of the Company on September 21, 2023 for a period of two (2) consecutive years starting from September 20, 2023 to September 19, 2025.

Mr. Avali Srinivasan (DIN: 00339628) has been appointed as Non-Executive Independent Director as approved by Board at their Board Meeting held on September 20, 2023 and the shareholders of the Company on September 21, 2023 for a period of One (1) year starting from September 20, 2023 to September 19, 2024.

Mr. David Peters (DIN: 08262295), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Shareholder approval for his appointment/re-appointment as a director is being sought in the Notice convening the AGM.

During the Year, Mr. Tarun Jaitly has been appointed as Chief Financial Officer of the Company w.e.f. September 08, 2023 by the Board of Directors of the Company and Mr. Varun Saraf has been appointed as Chief Executive Officer of the Company w.e.f. September 13, 2024 by the Board of Directors of the Company. Further Mr. Sandeep Joshi, Company Secretary of the Company was appointed as Compliance officer of the Company w.e.f. September 08, 2023.

During the year under review, Mr. Varun Saraf (DIN: 01074417) resigned from the position of Non-Executive Director w.e.f. September 08, 2023

During the year under review, Mr. Adam Rohman (DIN: 09330809) resigned from the position of Non-Executive Director w.e.f. June 09, 2023

In terms of Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing 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. Based upon the declarations received from the independent Directors, the Board of Directors has confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Act and Regulation 16 (1)(b) of SEBI Listing Regulations and that they are Independent of the Management. In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company was not required to undertake any CSR activities during the year under review in accordance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 and the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021. Further the Company's Corporate Social Responsibility (CSR) Policy formulated in accordance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 and the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 can be accessed on the Company's Website at the following https://juniperhotels.com/ wp-content/uploads/2023/09/CSR-Policy.pdf

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

The Company's Policy on Directors Appointment and Remuneration ("Directors Appointment Policy") and Senior Management & 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 at the following links: https://iuniperhotels.com/wp-content/uploads/2024/04/ Nomination-and-Remuneration-Policy-1.pdf and https:// iuniperhotels.com/wp-content/uploads/2023/09/Code-of- Conduct-for-Board-of-Directors-and-Senior-Management. pdf

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to conservation of energy, technology absorption and foreign exchanges earning and outgo to the extent possible in the opinion of your Directors forms part of this Report and is annexed herewith as Annexure I.

AUDITORS

Pursuant to Section 139 of the Act, M/s. S R B C & CO LLP, Chartered Accountants, Mumbai having Registration No. 324982 E/E300003 were appointed as Statutory Auditors of the Company for a period of five consecutive years at the annual general meeting of the members held on August 10, 2021 to hold office from the conclusion of the that Annual General Meeting until the conclusion of the fortieth Annual General Meeting of the Company to be held in 2026 on a remuneration to be mutually agreed by the Board of Directors and the Statutory Auditors.

AUDITOR'S REPORT

The Statutory Auditors' Report issued by M/s. S R B C & CO LLP, Chartered Accountants for the year under review does not contain any qualifications, reservations or adverse remarks.

Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

The Report of the Statutory Auditors along with its Annexures forms a part of this Annual Report. The Auditors' Report to the Members for the year under review was issued with an unmodified opinion.

SECRETARIAL AUDITORS

In accordance with the provisions of Section 204 of the Companies Act, 2013 and rules made there under, M/s. N Kothari & Associates, Company Secretaries have been appointed as Secretarial Auditor of the Company to undertake the Secretarial Audit for the Financial Year 2023-24.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the Financial Year 2023-24 submitted by the Secretarial Auditors does not contain any qualification, reservation or adverse remarks except those mentioned in Secretarial Audit Report. The Secretarial Audit Report forms part of this Report and is annexed herewith as Annexure II.

Management response:

The observations contained in the Secretarial Audit Report are self explanatory and does not require our further comments.

SECRETARIAL STANDARDS

During the year under review, Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

RELATED PARTY TRANSACTIONS

The contracts, arrangements and transactions entered into by the Company during the Financial year with related parties were in the ordinary course of business and were at arm's length. Also, all those transactions were in accordance with the provisions of the Companies Act, 2013, read with the rules issued thereunder. Members may note that there are no materially significant related party transactions made by the Company with its promoters, Directors, Key Managerial Personnel or any other designated persons which may have a potential conflict with the interest of the Company at large. Particulars of material contract or arrangements or transactions at arm's length basis is disclosed as per the prescribed form AOC-2 forms an integral part of this Report and is annexed herewith as Annexure III.

All Related Party Transactions were placed before the Audit Committee. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of unforeseen or repetitive in nature.

Further, the details of Related Party Transactions are set out in notes to the Standalone and Consolidated Financial Statements.

The Policy on Related Party Transactions approved by the Board can be accessed on the Company's website at the following link https://iuniperhotels.com/wp-content/uploads/2024/04/ Policv-on-Materialitv-of-RPT-and-dealing-with-RPTs.pdf.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT- 7 for the year ended March 31, 2024 shall be made available on the website of the Company i.e. www.iuniperhotels.com.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

The Company falls within the scope of the definition ‘infrastructure company' as provided by the Act. Accordingly, the Company is exempt from the provisions of Section 186 of the Act with regards to Loans, Guarantees, Securities provided and Investments. Therefore, no details are provided. However, the particulars of loans and advances given by the Company during the financial year 2023 - 24, have been disclosed in the Audited Financial Statements of the Company.

DEPOSITS FROM PUBLIC

During the year, the Company did not accept any deposits from the general public and shareholders in terms of the provisions of Section 73 of the Act. Further, no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2024.

VIGIL MECHNISM / WHISTLE BLOWER POLICY

Company has in place the Vigil Mechanism and Whistle Blower Policy which provides mechanism to its directors, employees and other stakeholders to raise concerns about any wrongdoing in the Company and provide for adequate safeguards against victimization of the persons who avail this mechanism.

Company has in place the whistle blower policy of the which has been displayed on the Company's website at: https:// iuniperhotels.com/wp-content/uploads/2023/09/Whistle- Blower-Policy.pdf

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries for FY 2023-24 have been prepared in accordance with the Companies Act, 2013 (‘the Act'), Regulation 33 of SEBI LODR, and the Indian Accounting Standards as notified under the Companies (Indian Accounting Standards) Rules, 2015. These audited consolidated financial statements, along with the Independent Auditor's Report, are included in this Annual Report. In compliance with Section 129(3) of the Act, a statement summarizing the key features of the financial statements of the subsidiary companies is attached in Form AOC-1. Additionally, as per Section 136 of the Act, the financial statements of the subsidiary companies will be made available upon request by any Member of the Company or its subsidiaries. These financial statements will also be accessible for inspection by any member. Members may request this information via email at complianceofficer@iuniperhotels. com up to the date of the AGM, and it will also be available on the Company's website: www.iuniperhotels.com.

SUBSIDIARY COMPANIES

The Company has two direct subsidiaries, as briefed below as on the date of this Report. There has been no material change in the nature of the business of the subsidiaries. within the meaning of Section 2 (87) of the Companies Act,2013.

- Mahima Holding Private Limited ("MHPL") is a wholly owned subsidiary of your Company, holds certain parcels of land and is not currently engaged in any business activity which had insignificant or no operations during the year under review.

- Chartered Hotels Private Limited ("CHPL") is also a wholly owned subsidiary of your Company currently engaged in the business of purchasing, developing, operating, maintaining, or otherwise dealing in resorts, hotels and providing other related services. The Board of Directors of the Company on September 13, 2023, approved the acquisition of 100% of the Equity Shares of CHPL and accordingly post completion of the transaction, CHPL has become a wholly owned subsidiary of the Company with effect from September 20, 2023.

In accordance with Regulation 16 read with the Regulation 24 of the Listing Regulations, CHPL, unlisted subsidiary of the Company has been identified as "material subsidiary" for the Financial Year 2023-24 (based on Income/Net worth in the preceding accounting year 2022-23):

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act")

Pursuant to Section 129(3) of the Companies Act,2013 ("the Act") read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement in Form AOC-1 containing salient features of the financial statements of Subsidiaries forms an integral part of this Report and is annexed herewith as Annexure IV.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

BOARD EVALUATION

The Company has a Board Evaluation Policy for evaluation of the Chairperson, individual Directors, Committees and the Board.

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 without the attendance of Non-Independent Directors and members of the management. The Independent Directors also assessed the quality, quantity and timeliness of information required for the Board to perform its duties properly.

Based on the findings from the evaluation process, the Board will continue to review its procedures, processes and effectiveness of Board's functioning, individual Director's 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.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, has been presented in a separate section forming part of this Report.

COST RECORDS

Section 148 (1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 prescribes for maintenance of Cost records by certain class of Companies. Given the nature of services being rendered by the Company, the requirement of maintaining cost records under section 148(1) is not applicable.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to provide a safe and conducive working environment for the women employees of the Company, and accordingly, has formulated a policy on prevention, prohibition of sexual harassment of women employees at the workplace.

The policy inter alia provides for prevention, prohibition of any acts of sexual harassment of women employees at workplace and the procedure for the redressal of complaints, if any, pertaining to sexual harassment. The Company has constituted an Internal Complaint Committee in accordance with Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to hear and dispose of the cases relating to sexual harassments.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended forms part of this report and is annexed herewith as Annexure V.

RISK MANAGEMENT

Our commitment to risk management is unwavering. We believe it's the cornerstone of maximizing returns and ensuring long-term success. We take a proactive approach, constantly identifying and assessing potential risks across our operations. This comprehensive strategy includes regular risk reviews, robust mitigation controls, and a clear reporting structure.

Furthermore, key business risks and their corresponding mitigation strategies are factored into both our annual business plans and ongoing management reviews. To ensure the effectiveness of our risk management framework, the Board of Directors has established a dedicated Risk Management Committee. This committee, in accordance with SEBI Listing Regulations, oversees the entire risk management system and implements measures to effectively mitigate identified risks.

OTHER DISCLOSURES

Your directors' state that no disclosure or reporting is required in respect of the following items as there were no transactions/ activities pertaining to these matters during F.Y. 2023-24:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares and Employees' Stock Option) to employees of the Company under any schemes.

c) Instances with respect to voting rights not exercised directly by the employees of Company.

d) No fraud has been reported by the Auditor in their Audit Report for F.Y. 2023-24, hence the disclosure u/s 134(3) (ca) is not applicable.

e) No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution;

ACKNOWLEDGEMENT

Your directors' extends its sincere gratitude to all the employees, customers, vendors, investors, strategic partners for their continuous support. Your directors also appreciate the ongoing support, cooperation, and guidance received from the government, regulatory and statutory bodies, and our banking partners.

For and on behalf of the Board of Directors
Juniper Hotels Limited
Sd/-
Place: Mumbai Mr. Arun Kumar Saraf
Date: August 12, 2024 Chairman and Managing Director
DIN:00339772

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014.

(A) Conservation of Energy:

(i) Steps taken or impact on conservation of energy -

The company maintains a year-round focus on energy conservation and efficiency. To optimize utility consumption, we have implemented several upgrades, such as a complete transition from energy-intensive filament, CFL, and halogen bulbs to energy-efficient LED lighting. This transformation has led to substantial reductions in energy expenditure.

(ii) Steps taken by the Company for utilizing alternate sources of energy

The Company strongly believes in conservation and is focusing on renewable energy sources in form of Electric vehicles, Hydro Power Plant, Solar Panel Rooftops, Windmills and Wind Turbines which reduces to change language.

Electric Vehicles

Our fleet is transitioning to electric vehicles (EVs) to minimize our carbon footprint.

a Grand Hyatt Mumbai: Utilizes 6 EVs supported by 2 charging stations.

a Hyatt Regency Lucknow: Employs 4 EVs with 2 charging stations.

a Hyatt Place Hampi: Leverages 7 EVs and 7 charging stations.

Hydropower

We are harnessing the power of water to generate clean electricity.

a Andaz, Delhi: Has installed a 1.65 MW hydropower plant, supplying approximately 75% of the hotel's annual green power requirements.

a Grand Hyatt Mumbai: Sources 22% of its total power from renewable sources.

Solar Power

Solar energy is being utilized to heat water and reduce our reliance on traditional energy sources.

a Andaz, Delhi: Employs a 40 kW rooftop solar panel system for water heating and supplements power with third-party solar and hydropower.

Wind Power

Wind energy contributes to our sustainable operations.

a Grand Hyatt Mumbai: Owns a wind turbine generating 2 MW of captive power. Combined with 4 MW of purchased wind power, the hotel reduces its carbon footprint and operational costs.

By embracing these renewable energy initiatives, we are not only safeguarding the environment but also enhancing our financial performance.

(iii) Capital investment on energy conservation equipment;

The Company is exploring the installation of solar panel rooftops at additional hotel locations to optimize underutilized roof space and generate clean energy. This investment aligns with our ongoing commitment to reducing carbon emissions and minimizing environmental impact.

(B) Technology Absorption:

(i) The efforts made towards technology absorption;

To address the growing importance of sustainability, our hotels have implemented advanced technologies to reduce environmental impact.

a Waste Management: We have adopted the 3R principle (Reduce, Reuse, Recycle) and installed sewage treatment plants at Grand Hyatt Mumbai, Andaz Delhi, Hyatt Regency Ahmedabad, and Hyatt Regency Lucknow.

a Water Conservation: Rainwater harvesting systems have been implemented to conserve water resources. For instance, Grand Hyatt Mumbai's system saves approximately 8,000 kiloliters of water annually, equivalent to 400 tanker loads. This recycled water is utilized for cooling towers and landscaping.

(C) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings & Outgo during the year under review are as follows:

(Rs. In Crores)

Total Foreign Exchange Earnings & Outgo For the financial year ended March 31, 2024 For the financial year ended March 31, 2023
Foreign exchange Earnings 160.62 142.70
Foreign Exchange Outgo 65.09 46.90