EIH Associated Hotels Ltd

The Board presents the Forty First Annual Report together with the Audited Financial Statement and the Auditor's Report for the Financial Year ended 31st March 2024.

FINANCIAL HIGHLIGHTS

The financial highlights are set out below:

(Rs. in million)

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 madejudgements 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 are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that 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.

PERFORMANCE

Theannexed Management Discussion andAnalysis Report forms part of this report and covers, amongst other matters, 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 31st March 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 YEARTILL THE DATE OF THE REPORT

There are no material changes affecting the financial position of the Company after the closure of the Financial Year 2023-24 till the date of this Report.

DIVIDEND

The Board recommends a Dividend of Rs. 6 per equity share for the Financial Year 2023-24, for approval by the Shareholders at the forthcoming Annual General Meeting.

BOARD MEETINGS

During the year, five Board Meetings were convened i.e. on 16th May 2023, 07th August 2023, 2nd November 2023, 5th February 2024 and 27th March 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Mr. Shib Sanker Mukherji resigned as Chairman and Directorofthe Company w.e.f. 10th October 2023. The Board expresses its gratitude for the immense contribution made and guidance given by Mr. Shib Sanker Mukherji as a member of the Board spanning more than 3 decades. The Directors place on record their high regard for Mr. Mukherji's exceptional insight and ability to offer advice and guidance to senior colleagues and the Board. The Directors also acknowledge his role as a mentor and guide who has been instrumental in shaping important decision for the Company and guiding its success and achievements.

The Board of Directors has appointed Mr. Arjun Singh Oberoi as the Non - Executive Chairman of the Company effective from 2nd November 2023.

The second term of office of Mr. Anil Kumar Nehru (DIN: 00038849) as a Non- Executive Independent Director of the Company concluded on 31st March 2024. The Board expresses its gratitude forthe 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. Arjun Singh Oberoi (DIN: 00052106) will retire by rotation as a Director of the Company at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends the re-appointment of Mr. Arjun Singh Oberoi 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 agreed that the Independent Directors satisfactorily meet the required criteria of independence.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report along with the certificate from 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 https://www.eihassociatedhotels.in/-/media/ eihassociatedhotels/pdf/investor/policies/corporate-social- responsibility-policy.pdf

A report on Corporate Social Responsibility activities for the Financial Year 2023-24 including CSR Policy, composition of CSR Committee is attached as Annexure - I.

In addition to the mandatory CSR spend in accordance with the Act, during the year, the Company's Hotels have also taken the following initiatives:

The Oberoi Rajvilas organised a cleanliness drive and winter clothes donation drive where employees donated the warm winter clothes to Mother Teresa Home injaipur.

Trident Agra arranged a tree planting initiative where volunteers planted saplings and conducted a cleanliness drive in the surrounding area as part of the Swachh Bharat Mission.

Trident Cochin arranged tree planting initiatives planted saplings and cleaned the plastic waste underSwachh Bharat Mission on the occasion of World Environment Day. Hotel also spread awareness to avoid the use of plastic.

Trident Udaipur led a campaign to restore the lakes within the city. Hotel commemorated Teacher's Day at Abhilasha Vidyalaya, a school catering to children with deafness and intellectual disabilities. This event aimed to raise awareness within the community about the importance of education.

Trident Chennai extended its support to St. Joseph's Hospices NGO, providing care for individuals who are dying destitute and abandoned by their families and friends. Additionally, the Hotel donated lunch mealsfor250 inmates every month, as well as discarded bed sheets and manure to support their garden initiatives.

Trident Jaipur conducted demonstrations on proper handwashing techniques at the schools catering to underprivileged students. They distributed liquid handwash to both students and faculty, aiming to promote hand hygiene and improve health practices within the community.

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

The Company's Policy on Directors Appointment and Remuneration and Senior Management & Key Managerial Personnel (excluding Executive Directors) 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/eihassociatedhotels/pdf/investor/policies/senior-management-and-key-managerial-personnel-excluding- executive-directors-appointment-and-remuner.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, 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 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 judgement.

• 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 (SMP). 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 KMP and SMP 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

Focused energy conservation efforts were maintained throughouttheyear. Key initiatives taken include operational measures as well as progressive induction of energy efficient systems throughout the year. These improvements include installation of energy efficient pumps, blowers and motors, installation of energy efficient lighting, high efficiency water closets, fixture water flow optimisers and sensor based automation forfaucets, installation of economiserfor steam boilers and conversion of boiler fuel system from diesel to gas, installation of waste heat recovery system and installation of energy efficient chillers.

Other measures include upgradation of steam based laundry machines with electrically heated machines, improvement of insulation of hot fluid pipelines, introduction of liquid offtake technology for LPG system and installation of energy-miser actuator valves for chilled water system. Furthermore, 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.

Key initiatives planned for the coming year include installation of heat pumps to replace fuel based heating systems, installation of waste heat recovery system, installation of demand based ventilation system for air handling equipment, installation of water conservation devices, installation of automatic tube cleaning system for chiller heat exchangers, conversion of steam heated machines to electrically heated machines and replacement of air handling equipment with more energy efficient units.

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.

With various energy conservation measures implemented in Financial Year 2023-24, we were able to maintain the energy intensity with similar business volumes and with upgraded facilities in comparison to Financial Year 2022-23.

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 & OUTGO

During the Financial Year 2023-24, the foreign exchange earnings of the Company were Rs. 635.97 Million as against Rs. 522.13 Million in the previous year. The expenditure in foreign exchange during the Financial Year 2023-24 was Rs. 80.01 Million compared to Rs. 38.50 Million in the previous year.

AUDITOR AND AUDITOR'S REPORT

At the 39th Annual General Meeting of the Company held on 26th July 2022, the Shareholders approved the re-appointment of M/s Deloitte Haskin & 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 39th Annual General Meeting till the conclusion of the 44th Annual General Meeting to be held in 2027.

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

SECRETARIAL AUDITORS

M/s. JUS & Associates were appointed as the Secretarial Auditors of the Company for the Financial Year ended 31st March 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 Annual 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 has complied with the 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. Throughoutthe period, the Company did not engage in any significant contracts, agreements ortransactions 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-2as 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 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. 43 to the Financial Statement.

ANNUAL RETURN

In accordance with Section 92(3) of the Act read with 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/

LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year 2023-24, 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.

DEPOSITS

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

VIGIL MECHANISM/WHISTLEBLOWER 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. 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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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. Vi kramjit 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 increase in remuneration of Chief Financial Officer and Company Secretary in the Financial Year are as under:

(Rs. in million)

c) the percentage increase in the median remuneration of the employees in the Financial Year is 2.44%;

d) the number of permanent employees on the rolls of the Company at the end of the Financial Year are 530;

e) The average percentage increase already made in the salaries of employees of the Company otherthan the managerial personnel in the last Financial Year was 9.90%.

It is hereby affirmed that the remuneration of Directors and Key Managerial Personnel areas 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 endeavors 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 the 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 27th March 2024 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.

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 its 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 Records and Audit) Rules, 2014 as the services of the Company are not covered underthese rules.

SIGNIFICANT AND MATERIAL ORDERS, IF ANY

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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.

PARTICULARS OF EMPLOYEES

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.

CAUTIONARY STATEMENT

Risks, uncertainties orfuture 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.

ACKNOWLEDGEMENT

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