Lemon Tree Hotels Ltd

The Board of Directors have pleasure in presenting the Thirty Second (32^nd) Board of Lemon Tree Hotels Limited ("LTHL or the Company") together with the Audited Standalone & Consolidated Financial Statements for the Financial Year ended 31^st March, 2024.

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

The financial performance of the Company on the basis of Standalone & Consolidated Financial Statements for the year ended 31^st March, 2024 is summarized below:

(I in Lakhs)

Further, key financial and operational highlights of Company are available in the management discussion and analysis report forming part of the Integrated Report.

* Figures of the last year have been restated pursuant to merger of four wholly owned subsidiaries (Direct and Indirect) with the Company i.e. Valerian Management Services Private Limited, Grey Fox Project Management Company Private Limited, PSK Resorts & Hotels Private Limited and Dandelion Hotels Private Limited.

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

The Authorized Share Capital of the Company is 110,14,24,00,000 consisting of 1,00,73,90,000 equity shares of 110 each, 1,95,000 5% redeemable preference shares of I100 each and 4,90,000 preference shares of 1100 each.

During the Financial Year under review, the Issued and Paid up Share Capital of the Company remained at 17,92,24,64,640/- divided into 79,22,46,464 equity shares of face value of 110/- each.

With the launch of Lemon Tree Premier, Malad, Mumbai, Lemon Tree Hotels Limited has achieved another milestone - its 100^th property on 15^th December, 2023. As of 31^st March, 2024 the inventory for the group stands at 104 operational hotels with 9,858 rooms, and our pipeline comprises of 4,156 rooms.

Lemon Tree Hotels Limited is a Company engaged in hotel business and there has been no change in the nature of its business during the year under review.

The details of operational hotels and upcoming projects are given in the "Corporate Insight" Section of the Integrated Report 2023-24.

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

• Socially Responsible Hotel of the Year- Lemon Tree Premier, Mumbai

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

• Patanjali Govind Keswani, Chairman & MD - The Hall of Fame Award

• Abhishek Bairagi - Lemon Tree Premier, Bhubaneswar- General Manager Upscale (East)

• Monalisa Samantaray, Lemon Tree Premier, Patna - Head of HR (National)

• Manish Kumar, Lemon Tree Premier, LV 2, Gurugram - Head of Housekeeping (North)

• Ranked 33^rd amongst Top 100 work places in India 2024

• India's Best workplace in Industry 2023

• India's Best workplace for millennials 2023

• India's Best workplace for women 2023

• India's Best workplace for Diversity, Equity, Inclusion and Belonging 2023

• Lemon Tree Hotels awarded as Best Hotel Chain CSR

• 72 out of 84 eligible hotels awarded Traveller's Choice Award by Trip Advisor

• Aurika Hotels & Resorts - 2

• Lemon Tree Premier - 14

• Lemon Tree Hotels - 37

• Red Fox Hotels - 10

• Keys Prima by Lemon Tree Hotels - 1

• Keys Select by Lemon Tree Hotels - 8

• Lemon Tree Premier, Ulsoor Lake, Bengaluru

• Lemon Tree Hotel, Electronics City, Bengaluru

• Lemon Tree Hotel, Gachibowli

As on March 31, 2024, there were ten (10) Directors on the Board of Directors (hereinafter referred to as the 'Board') with an optimum combination of Executive and Non-Executive Directors including two women independent directors.

The Board comprises of seven Non-Executive Independent Directors. During the year, the following appointment/re-appointment/cessation of Directors/ KMP took place:

Mr. Patanjali Govind Keswani has been reappointed as Chairman and Managing Director for a further period of three years w.e.f 1^st April, 2023 till 31^st March 2026. His reappointment has been approved by the members of the Company through a Special Resolution passed via Postal ballot on 13^th June, 2023.

Mr. Praveen Garg, Mr. Sanjiv Nandan Sahai and Ms. Smita Anand have been appointed as Independent Non-Executive Directors for a first term of five years w.e.f. 09^th November, 2023 till 8^th November, 2028. Their appointment(s) have been approved by the members of the Company through a Special Resolution(s) passed via Postal ballot on 18^th January, 2024.

In the opinion of the Board, Mr. Praveen Garg, Mr. Sanjiv Nandan Sahai and Ms. Smita Anand are persons of integrity and fulfil requisite conditions as per applicable laws and are independent of the management of the Company.

Dr. Arindam Kumar Bhattacharya ceased to be an independent director w.e.f. 10^th April, 2024 due to completion of his term. The Board places on record its appreciation for his invaluable contribution and guidance.

Ms. Jyoti Verma has been appointed as Group Company Secretary & Compliance Officer w.e.f. 21^st November, 2023

Mr. Nikhil Sethi resigned from the position of AVP Legal & Group Company Secretary & Compliance Officer with effect from 31^st October, 2023.

The details of the Director's & KMP's [as per Companies Act, 2013 ("Act")] of the Company as on 31^st March, 2024 are given herein below:

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

During the Financial year under review Mr. Vikramjit Singh has resigned from the position of the President of the Company to pursue an entrepreneurial role. His resignation was effective from closure of business hours of 31^st January, 2024.

All the Independent Directors have given necessary declarations in terms of Section 149 (7) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI (LODR) Regulations"), that they meet the criteria of independence as laid down under Section 149 (6) of the Act along with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI (LODR) Regulations.

As on 31^st March, 2024, your Board has following mandatory Committees:

• Audit Committee;

• Nomination and Remuneration Committee;

• Corporate Social Responsibility Committee;

• Stakeholder's Relationship Committee; and

• Risk Management Committee.

The details of the compositions, meetings held during the Financial Year under review, attendance of the Committee Members and the terms of reference of the above Committees of the Board are provided in the Corporate Governance Report attached as 'Annexure-5' to this Report.

Apart from the above-mentioned Committees, the details of the compositions, meetings held during the Financial Year under review and attendance of the Members of following non-mandatory committees are given in Annexure-1' to this Report:

(a) Finance Committee;

(b) Share Allotment Committee;

(c) General Management Committee; and

(d) Sustainability Committee.

During the Financial Year under review, the Board met 5 (Five) times and the details of the Board Meetings held indicating number of meetings attended by each Director is provided in the Corporate Governance Report attached as 'Annexure-5' to this Report.

To comply with the provisions of Section 134(3)(p) of the Act and rules made thereunder, Regulation 17(10) of SEBI (LODR) Regulations, the Board of Directors has carried out an annual evaluation of its own performance including its committees (wherein the concerned director being evaluated did not participate). The performance of the Board was evaluated by the Board after seeking inputs from the Directors on the basis of the criteria such as strategy, performance management, risk management, core governance & compliance, organization's health and talent management.

Further, to comply with the Regulation 25(4) of SEBI (LODR) Regulations, Independent Non-Executive Directors also evaluated the performance of NonIndependent Non-Executives Directors, Chairman and Board as a body at a separate meeting of Independent Non-Executives Directors held on 28^th May, 2024.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. On the basis of the ranking filled in the evaluation questionnaire and discussion of the Board, the performance of the Board and its committees and Individual Directors (including Independent Directors) has been assessed as satisfactory.

The Company has in place a Nomination and Remuneration Policy which lays down the criteria for appointment, evaluation of performance of Directors and remuneration of Directors, KMP, Senior Management Personnel and other employees. The Policy was updated on 1^st April 2024. The Nomination and Remuneration Policy is attached as 'Annexure-2' to this Report.

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

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

Further, during the year under review following policies have been amended to align the same with the recent amendments in SEBI (LODR) Regulations.

1. Policy on Related Party Transactions

2. Policy for determination of material subsidiary

3. Policy for determination of materiality of events & Information

The amended policies have been uploaded on the Company's website and can be accessed at website of the Company i.e https://investors.lemontreehotels.com/.

The report on CSR Activities for the Financial Year under review under Section 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 read with Rule 9 of the Companies (Accounts) Rules, 2014 is attached as 'Annexure-3' to this Report.

As on 31^st March, 2024, the Company has Thirteen (13) direct subsidiaries; Seven (7) indirect subsidiaries and Three (3) associate companies as under:

Further, the Subsidiary Companies viz. Fleur Hotels Pvt. Ltd and Celsia Hotels Pvt. Ltd. are partners of a limited liability partnership, Mezereon Hotels LLP ("Mezereon").

Company has acquired 31,67,200 Compulsorily Convertible Preference Shares ("CCPS") (22,00,000 in Financial Year 2023 and 9,67,200 in Financial Year 2024) of Fleur Hotels Private Limited (herein after as "Fleur") from the APG Strategic Real Estate Pool N.V. Further, the aforesaid CCPS were converted into equity shares during the period. As on date the percentage holding of the Company in Fleur is 58.91%.

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

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

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

The order for the Scheme of Amalgamation ("Scheme") of wholly owned subsidiaries (Direct and Indirect) of the Company viz. Valerian Management Services Private Limited ("Transferor Company No. 1"), Grey Fox Project Management Company Private Limited ("Transferor Company No. 2"), PSK Resorts & Hotels Private Limited ("Transferor Company No. 3") and Dandelion Hotels Private Limited ("Transferor Company No. 4") with Lemon Tree Hotels Limited ("Transferee Company") has been approved by the Hon'ble National Company Law Tribunal, Delhi vide its order dated December 14, 2023. The Scheme became effective upon filing of certified true copy of the Order with the Registrar of Companies, NCT of Delhi & Haryana filed on January 19^th, 2024. On effective date, Transferor Company(ies) have been amalgamated with the Transferee Company w.e.f April 1, 2022 (Appointed date of Scheme). Consequent to the merger, the Authorised Share Capital of the Company stands altered, modified, reclassified and amended from 1,00,14,40,000 equity shares of 110 each and 1,45,000 5% redeemable cumulative preference shares of 1100 each to 110,14,24,00,000 consisting of 1,00,73,90,000 equity shares of 110 each, 1,95,000 5% redeemable preference shares of 1100 each and 4,90,000 preference shares of 1100 each and consequently Memorandum of Associations has been Amended to incorporate the same.

Further, pursuant to the merger, shareholding held by M/s Dandelion Hotels Private Limited ("Transferor Company No. 4") in M/s Fleur Hotels Private Limited stands transferred in the name of the Company.

The management discussion and analysis report on Company's performance-industry trend and other material changes wi th respect to the Company, its subsidiaries, associates, wherever applicable, has been given separately and forms part of the Integrated Report.

Pursuant to Regulation 34(2)(f) of the SEBI (LODR) Regulations and its Circular dated May 10, 2021, SEBI has made Business Responsibility & Sustainability Report (BRSR) mandatory for the top 1,000 listed companies (by market capitalisation) from FY 2022-23. In terms of SEBI circular dated 12^th July, 2023, from FY 2023-24, the top 1000 listed entities (by market capitalization) shall make disclosures as per the updated BRSR format, as part of their Annual Reports. As the Company falls in the top 500 category, the

BRSR under updated format for FY 2023-24 forms part of this Report as 'Annexure-10'.

The Company has voluntarily adopted Integrated Report during the Financial Year 2021-22. This integrated report for the Financial Year 2023-24 is prepared in alignment with the Integrated Reporting framework laid down by the International Integrated Reporting Council and aims at presenting the value creation approach for our stakeholders.

The Company has adopted good governance practices and committed to maintain high standards of corporate ethics, professionalism and transparency. The Company has adopted polices in line with the good corporate governance requirements which inter alia includes policy on Related Party Transactions, policy on Material Subsidiary, policy for Material Information and Events, Corporate Social Responsibility Policy, Dividend Distribution Policy, Whistle Blower Policy and a Policy on Board Diversity. These policies are available in the 'Investor Relations' section at the Company's website at link https://investors.lemontreehotels.com/

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

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

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

The Company's total long-term borrowings from banks/ financial institutions have reduced from 135,277.55 Lakhs in the previous year to 129,901.69 Lakhs in the current year.

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

Further, during the Financial Year under review, 2,38,400 options have been exercised by the employees of the Company through Krizm Hotels Private Limited Employee Welfare Trust ("Trust").

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

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

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

The statement including the details of employees as required to be furnished in accordance with the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are set out in 'Annexure-6' to this Report.

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

During the year under review following incidences of Fraud by employees and vendor of the Company have been reported by Statutory Auditors to the Audit Committee but not reported to the Central Government as amount was less than the minimum prescribed amount under section 143(12) of the Companies Act, 2013. These were duly informed to the Audit Committee and Board of Directors and upon their recommendation detailed investigation has been done and corrective actions has been taken. The same were brought to the knowledge of Auditors as well.

(a) Nature of Fraud with description:- Misappropriation of funds by two employees of the Company along with 1 vendor

(b) Approximate Amount involved:- 132.74 Lakhs

(c) Parties involved, if remedial action not taken:- N.A

(d) Remedial actions taken:- Appropriate Legal action has been taken against the employees indulged in committing misappropriation of funds. Company has further strengthened its internal financial controls to mitigate such incidences in future.

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

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed with proper explanation relating to material departures;

(ii) t hey have selected such accounting policies in consultation with Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year 31^st March, 2024 and of the profit and loss of the company for the year ended on that date;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

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

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

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

M/s Deloitte Haskins & Sells LLP (LLP No. AAB-7837), Chartered Accountants have been re-appointed as Statutory Auditors of the Company in the Annual General Meeting held on September 14, 2022 for a further period of 5 years up to conclusion of Annual General Meeting of the Company to be held in year 2027.

The reports given by the Statutory Auditors on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31^st March, 2024 forms part of this Report. There have been no qualifications, reservation or adverse remarks made by the Statutory Auditors in their reports. The Statutory Auditors have not reported any material fraud to the Central Government under Section 143(12) of the Act.

The Board of Directors of the Company, have appointed M/s DPV & Associates LLP, Practicing Company Secretaries (FRN: L2021DE009500) to conduct the Secretarial Audit for the Financial Year under review in accordance with Section 204 of the Act. The Secretarial Auditors have submitted their report, which is annexed as 'Annexure-8' to this Report.

The Secretarial Auditor's Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

As per Regulation 24A of SEBI (LODR) Regulations, the Secretarial Audit Report(s) of the unlisted material subsidiaries of the Company for the Financial Year 2023-24 by Practicing Company Secretaries are annexed as 'Annexure-9' to this Report.

None of the said Secretarial Audit Reports contain any qualifications, reservations, adverse remarks or disclaimers.

Further, the Board of Directors of the Company, has reappointed M/s DPV & Associates LLP, Practicing Company Secretaries (FRN: L2021DE009500) to conduct the Secretarial Audit for the Financial Year 2024-25 in accordance with Section 204 of the Companies Act, 2013.

There are no significant or material orders passed by the regulators, courts or tribunals impacting the going concern status and the company's operation in future. However, Members' attention is drawn to the Statement on Contingent Liabilities and Commitments in the Notes forming part of the financial statements.

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

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

(Amount in Rs. Lakh)

In line with the requirements of the Act and the SEBI (LODR) Regulations, your Company has formulated a policy on dealing with Related Party Transactions (RPTs) which has been amended during the year under review. The policy can be accessed in the 'Investor Relations' section at the Company's website https:// www.lemontreehotels.com/factsheet/Policies/ Related Party Transaction Policy.pdf.

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

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024 and hence does not form part of this report. Related party Transactions can be viewed at Note No. 33 of Standalone Financial Statements and Note No. 38 of Consolidated Financial Statements of the Company.

In accordance with Section 92(3) of the Companies Act, 2013 read with rules made thereunder, the Annual Return of the Company in Form MGT-7 has been placed on the website of the company at https:// www.lemontreehotels.com/factsheet/Policies/LTHL- Annual-Return-2024.pdf.

The aforesaid Annual Return will be filed with the Ministry of Corporate Affairs post annual general meeting, within the prescribed timelines in prescribed form MGT-7 (including form MGT-8). Thereafter, the final Form MGT-7 and Form MGT-8 would be uploaded on the Company's website at the above- mentioned link.

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

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

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

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

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

The Company has made the capital investment on installation and commissioning of Solar Photo voltaic systems at our Hotels to capture free Solar Energy for reducing the Energy requirement and also on installation of Heat Recovery ventilation and Heat Recovery wheel systems.

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

The Company during the Financial Year 2023-24 has not carried out any activity which can be construed as Research & Development. Therefore, there is nothing to report under this section.

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

(Amount in Rs. Lakh)

The Company does not propose any dividend on the shares of the Company for the Financial Year ended on 31^st March, 2024.

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

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The Statutory and the Internal Auditors routinely conduct system checks and give their report after evaluation of the efficacy and adequacy of internal control systems including controls with respect to the financial statements, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of Internal Audit, the departments undertake corrective action in their respective areas and thereby strengthen the controls. The significant audit observations and follow up actions thereon are reported to the Audit Committee as well and further corrective action taken as per the inputs received from the committee members and the auditors.

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

The Company has proper systems in place to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of the Company Secretaries of India and such systems are adequate and operating effectively.

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

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

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaint was received by the Corporate Ethics Committee (CEC) formed in this regard.

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

Pursuant to Section 101 and 136 of the Act read with Companies (Management and Administration) Rules, 2014 and Companies (Accounts) Rules, 2014, the Company can send Notice of Annual General Meeting, financial statements and other communications in electronic form.

Your Company shall be sending this Report including the Notice of Annual General Meeting, Audited Financial Statements, Board's Report along with annexures etc. for the Financial Year 2023-24 in the electronic mode to the shareholders who have registered their email ids with the Company and/or their respective Depository participants (DPs). Shareholders who have not registered their e-mail addresses so far are requested to register their e-mail addresses.

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

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

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

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