EIH Associated Hotels Ltd

The Board presents the Forty Second Annual Report together with the Audited Financial Statement and the Auditor's Report for the Financial Year ended 31^st March 2025.

The financial highlights are set out below:

( I in million)

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 ("the Act") and based upon representations from Management, the Board states that: a) in preparing the Annual Accounts, applicable accounting standards have been followed and there are no material departures; b) the Directors have selected accounting policies, applied them consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year; c) the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors ensured the Annual Accounts of the Company have been prepared on a "going concern" basis; e) the Directors have laid down internal financial controls to be followed by the Company and these internal financial controls are adequate and operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

There has been no alteration in the nature of the Company's business operations and affairs during the

Financial Year 2024-25.

The Management Discussion and Analysis Report is attached and forms part of this report. It covers, amongst other matters, the performance of the Company during the Financial Year 2024-25 as well as the future outlook.

The Company has not transferred any amount to the Reserves for the Financial Year ended 31^st March 2025.

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.

There are no material changes affecting the financial position of the Company after the closure of the Financial Year 2024-25 till the date of this Report.

The Board recommends a Dividend of H3.50 (35%) per equity share for the Financial Year 2024-25, for approval by the Shareholders at the ensuing Annual General Meeting.

During the year, seven Board Meetings were convened i.e. on 24^th May 2024, 14^th June 2024, 5^th August 2024, 19^th

September 2024, 11th November 2024, 10th February 2025 and 13^th March 2025.

During the Financial Year 2024-25, the Company capitalized its reserves and allotted bonus shares in the ratio of 1:1 14^th August 2024. Following the bonus issue, the Company's paid up share capital increased to H60,93,62,940, divided into 6,09,36,294 equity shares of H10 each.

The Board appointed Ms. Ameeta Aziz Parpia (DIN:

02654277) as an Additional Director in the category of

Independent Director of the Company, effective from 24^th May 2024. Subsequently, the Shareholders, through a special resolution appointed Ms. Ameeta Aziz Parpia as an Independent Director of the Company for a term of 5 consecutive years effective from 24^th May 2024. Ms. Parpia possesses the requisite expertise and experience as a Director.

Mr. Sudipto Sarkar (DIN: 00048279) completed his second term as an Independent Director of the Company on 7^th August 2024. The Board places on record its sincere appreciation for the significant contributions made by

Mr. Sarkar during his tenure. His deep insights, wise counsel, and unwavering commitment played a vital role in shaping the Company's strategic direction and strengthening its governance framework. The Board extends its heartfelt thanks and wishes him continued success in his future endeavours.

The Board also appointed Mr. Sandeep Kumar Barasia

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

The Board, subject to the approval of the Shareholders, has recommended re-appointment of Mr. Vikramjit Singh

Oberoi as the Managing Director for another term of five years effective from 23^rd June 2025.

Mr. Akshay Raheja (DIN: 00288397) will retire by rotation as a Director of the Company at the ensuing Annual

General Meeting and being eligible, offers himself for reappointment. The Board recommends the re-appointment of Mr. Akshay Raheja as a Non-Executive 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 acknowledges that the Independent Directors satisfactorily meet the required criteria of independence.

The composition of the Board of Directors and its various committees namely, the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship

Committee, Corporate Social Responsibility Committee, and Risk Management Committee has been structured in compliance with the provisions of the Companies Act,

2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, wherever applicable.

In addition, the Board has constituted an Authorization Committee to facilitate specific delegated matters. The details regarding the composition of the Board and its Committees are provided in the Corporate Governance Report.

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

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 https://www.eihassociatedhotels.in/-/media/ eihassociatedhotels/pdf/policy-and-code-of-conduct/policy-and-code-of-conduct/corporate-social-responsibility-policy/ eiha-corporate-social-responsibility-policy.pdf A report on Corporate Social Responsibility activities for the

Financial Year 2024-25 including CSR Policy, composition of CSR Committee is attached as Annexure – I.

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") can be accessed on the Company's website at the following links: https://www.eihassociatedhotels.in/-/media/ eihassociatedhotels/pdf/investor/policies/director-appointment-and-remuneration-policy.pdf https://www.eihassociatedhotels.in/-/media/ eih associated hotels/pdf/policy-and-code-of-conduct/ policy-and-code-of-conduct/other-policies/eah-senior-management-kmp-appointment-and-remuneration-policy.pdf The key points outlined in the Directors Appointment

Policy are as follows:

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

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

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

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

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

• Evaluation of the time commitment required from a

Director to fulfill their duties to the Company effectively.

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

• The objective of the Policy is to establish a framework and define standards for the appointment, compensation, and termination of Key Managerial 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 were sustained in FY 2024-25 through a combination of operational improvement and progressive induction of energy efficient systems throughout the year. Key improvements include:

• replacement of conventional lighting with energy efficient LED lighting,

• addition of motion sensors for lighting control in back area, • installation of water flow optimizers and high efficiency water closets, • installation of demand based control system for ventilation fans, • installation of heat pump for pool heating, upgradation of steam based laundry machines with electrically heated machines, • replacement of pumps with energy efficient pumps, • installation of automatic tube cleaning system for chiller heat exchangers,

• installation of ambient condition based cooling tower automation system, • installation of new energy efficient chiller,

• replacement of pipe and duct insulation to minimise losses • renewal of waterproofing for swimming pool and water bodies and upgradation of distribution piping to control water loss.

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

• Installation of new energy efficient cooling towers and pumps,

• Installation of automatic tube cleaning system for chillers,

• Upgrading of steam based laundry machines with electrically heated machines,

• Replacement of remaining conventional lighting,

• Installation of demand based control system for ventilation system,

• Upgradation of condensate recovery system,

• Installation of heat pumps to replace fuel based heating system,

• Installation of energy efficient ventilation equipment,

• Installation of energy-miser actuator valves for chilled water system, and

• Installation of water saving efficient closets.

• Additionally, operational measures and initiatives by energy conservation teams comprising of cross functional groups, close monitoring & performance evaluation of plant and machinery by conducting regular audits would be continued.

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

During the Financial Year 2024-25, the foreign exchange earnings of the Company were H734.13 Million as against H635.97 Million in the previous year. The expenditure in foreign exchange during the Financial Year 2024-25 was H69.25 Million compared to H80.01 Million in the previous year.

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

The Auditor's Report for the Financial Year 2024-25 does not contain any qualification, reservation, adverse remarks or fraud.

M/s. JUS & Associates were appointed as the Secretarial

Auditors of the Company for the Financial Year ended 31^st March 2025. The Secretarial Audit Report for the

Financial Year 2024-25 does not contain any qualification, reservation or adverse remarks. The Secretarial Audit Report is annexed and forms part of this Annual Report.

The certificate pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the Listing Regulations in respect of non-disqualification of Directors of the Company is also annexed and forms part of this Report.

Pursuant to SEBI Listing Regulation the Board of Directors has proposed the appointment of M/s Chandrasekaran Associates, Company Secretaries as Secretarial Auditors by way of an ordinary resolution for a term of five consecutive years commencing from Financial Year 2025-26 to Financial Year 2029-30.

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

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 engaged in transactions with related parties that would qualify as material under the Company's Related Party Transaction Policy. Accordingly, the transactions requiring disclosure in Form AOC-2, as per Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, form part of this report.

The Policy on Related Party Transactions can be accessed on the Company's website.

The Policy on Related Party Transactions approved by the Board can be accessed on the Company's website at the following link: https://www.eihassociatedhotels.in/-/media/ eihassociatedhotels/pdf/investor/policies/related-party-transactions-policy.pdf

The details of Related Party Transactions are set out in Note no. 44 to the Financial Statement.

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

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

During the year 2024-25, the Company has not given any loan or made any investment or provided any guarantee in terms of Section 186 of the Companies Act, 2013.

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

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. Disclosures can be made through e-mail or letter to the Whistle Officer or to the Chairperson of the Audit Committee. The Whistle Blower Policy can be accessed on the Company's website at the link https://www.eihassociatedhotels.in/-/media/ eihassociatedhotels/pdf/investor/policies/whistle-blower-policy.pdf

The Company has no subsidiaries, associates or joint ventures.

DIRECTORS' / KEY MANAGERIAL PERSONNELS' ("KMP") REMUNERATION a) All the Directors of the Company are Non-Executive

Directors, except Mr. Vikramjit Singh Oberoi, who is the Managing Director. Mr. Vikramjit Singh Oberoi does not draw any remuneration from the Company. Hence, the Company is not required to disclose the ratio of the remuneration of Director to the median employees' remuneration for the Financial Year.

b) The percentage change in remuneration of Chief Financial Officer and Company Secretary in the Financial Year are as under:

(I in million)

c) the percentage increase in the median remuneration of the employees in the Financial Year is 3.88%; d) the number of permanent employees on the rolls of the Company at the end of the Financial Year are 477; 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 8.75%.

It is hereby and Key Managerial Personnel are as per the Remuneration Policy of the Company. or

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

Discussion and Analysis Report.

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 the Board Evaluation for the Financial Year 2024-25. 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 was undertaken in a separate meeting of Independent Directors held on 13^th March 2025 without the attendance of Non-Independent Directors and members of management. The Independent Directors also assessed the quality, quantity and timeliness of information required for the Board to perform its duties effectively.

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

Based on the findings, the Board will continue to assess its procedures, processes, and overall effectiveness, including the performance and contributions of individual

Directors, throughout the 2024-25 Financial Year. This ongoing review aims to uphold the highest standards of Corporate Governance.

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

During the Financial Year, there were no significant and material orders passed by the Regulators, Courts or Tribunals impacting the going concern status and the

Company's operation in future.

The Company has a policy for prevention of sexual harassment of women employees at the workplace.

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 ("POSH Act") and rules made thereunder, . the Company has constituted an Internal Complaint Committee (ICC) in all its hotels. Details of Complaints are provided in the Corporate Governance Report.

The information required under Section 197 of the

Companies Act, 2013 read with sub-rule (2) of Rule 5 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 will be provided to members on request.

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

The Board takes this opportunity to thank all shareholder and employees for their commitment, dedication and co-operation.