EIH Ltd

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

The financial highlights are set out below:

(Rs 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) t he 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 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 a part of this Report. It covers various topics, including the Company's performance during the Financial Year 2024-25 and the future outlook.

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

No significant changes have occurred affecting the Company's financial position from the end of the Financial Year 2024-25 up to the date of this Report.

The Board recommends a Dividend of I 1.50 (75%) per equity share for the Financial Year 2024-25, for approval by Shareholders at the ensuing Annual General Meeting.

During the year, nine Board Meetings were convened on 28th May 2024; 6th August 2024; 23rd August 2024; 15th September 2024; 27th September 2024; 16th October 2024; 12th November 2024; 11th February 2025 and 25th March 2025.

The second term of office of Mr. Rajeev Gupta (DIN: 00241501) as an Independent Director of the Company concluded on 5th August 2024. The Board expresses its gratitude for the immense contribution made and guidance provided by Mr. Gupta during his tenure as a Director. The Board recognizes and commends Mr. Gupta's wisdom, dedication, and invaluable counsel, which greatly enhanced the Board's deliberations. His steadfast commitment to excellence and ethical standards has left an indelible mark on the Company.

The Board appointed Mr. Raj Kumar Kataria (DIN: 01960956) as an Additional Director in the category of Independent Director of the Company, effective from 3rd September 2024. Subsequently, the Shareholders, through a special resolution appointed Mr. Raj Kumar Kataria as an Independent Director of the Company effective from 3rd September 2024 for a term of five consecutive years. Mr. Kataria 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 29th October 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 strengthening Company's governance framework.

The Board appointed Mr. Peter James Holland Riley (DIN: 10731311) as an Additional Director in the category Independent Director of the Company, effective from 12th December, 2024. Subsequently, the Shareholders, through a special resolution appointed Mr. Peter James Holland Riley as an Independent Director of the Company effective from 12th December, 2024 for a term of five consecutive years. Mr. Peter James Holland Riley possesses the requisite expertise and experience as a Director.

The Shareholders re-appointed Mr. Sanjay Gopal Bhatnagar as an Independent Director of the Company for a second term of five years effective from 27th August 2024.

Additionally, Shareholders approved the re-appointment of Mr. Vikramjit Singh Oberoi as Managing Director & Chief Executive Officer for a further term of five years, effective from 1st July 2024.

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 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.

Mr. Kallol Kundu, Chief Financial Officer, resigned from the Company with effect from close of business hours of 25th September 2024. Subsequently, Mr. Vineet Kapur was appointed as the Chief Financial Officer of the Company with effect from 12th December 2024.

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 the Practicing Company Secretary forms a 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.eihltd.com/-/media/eihltd/investors/policies/ eih-csr-policy.pdf

A report on Corporate Social Responsibility activities undertaken by the Company for the Financial Year 202425 is attached and forms a part of this Report.

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

https://www.eihltd.com/-/media/eihltd/investors/policies/directors-appointment-and-remuneration-policy.pdf

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

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

• The Policy aims to appoint Directors (including NonExecutive and Independent Non-Executive Directors) who possess significant skills, competence, and experience in various fields such as business, finance, accounting, law, 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.

• 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 skillset 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 Directors to fulfill their duties to the Company effectively.

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

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

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

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

• Compensation is linked to both individual and Company's 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 efforts were sustained in FY 2024-25 through a combination of operational improvements and the adoption of energy-efficient systems. Key initiatives included:

• Replacement of conventional lighting with LED lighting

• Installation of water flow optimizers and high-efficiency water closets

• Demand-based control systems for ventilation fans

• Installation of heat pumps for water heating

• Transition from steam based to electrically heated laundry and kitchen equipment

• Installation of energy efficient refrigerators and freezers

• Replacement of pumps and air-conditioning fans with high-efficiency models

• Use of energy-miser actuator valves in the chilled water system

• Automation of cooling towers based on ambient conditions

• Installation of new energy-efficient chillers and cooling towers

• Upgrading of power quality improvement systems and solar water heating systems

Operational controls were optimized through adaptive equipment management based on occupancy and weather conditions. This approach was supported by a robust operation and maintenance strategy to ensure optimal performance of all plant and machinery.

Looking ahead, we aim to continue our momentum with the following key initiatives:

• Replacement of old pumps with energy-efficient models

• Complete conversion of the remaining conventional lighting to LED

• Upgrading of air circulation fans to energy-efficient fans

• Installation of new energy-efficient chillers and pumps

• Replacement of walk-in coolers

• Further induction of electrically operated laundry and kitchen machines

• Deployment of heat pumps

• Installation of variable frequency drives (VFDs) for ventilation systems

In addition, we will continue operational improvements through cross-functional energy conservation teams, routine performance audits, and close monitoring of plant and machinery efficiency.

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 I 7,110.51 million as compared to I 5,965.12 million in the previous year. The expenditure in foreign exchange during the Financial Year was I 638.08 million as compared to I 404.97 million in the previous year.

At the 72nd Annual General Meeting of the Company held on 28th July 2022, shareholders approved the re-appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration Number: 117366W/W-100018) as the Statutory Auditors of the Company to hold office for five consecutive years from the conclusion of the 72nd Annual General Meeting till the conclusion of the 77th 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 31st 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 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. Chandranshekran Associates, Company Secretaries as Secretarial Auditors for a term of 5 (five) years by way of an ordinary resolution of the shareholders.

During the year, the Company complied with 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 did not engage in any significant contracts, agreements, or transactions with related parties that would qualify as material under the Company's Related Party Transaction Policy. Therefore, there are no transactions necessitating disclosure in Form AOC-2 as per Section 134(3) (h) of the Act, in conjunction with Rule 8(2) of the Companies (Accounts) Rules, 2014. The Policy on Related Party Transactions can be accessed on the Company's website

https://www.eihltd.eom/-/media/eihltd/investors/policies/ related -party-transaction-policy.pdf

The details of Related Party Transactions are set out in Note nos. 45 and 44 to the Standalone and Consolidated Financial Statement respectively.

In accordance with Section 92(3) of the Companies Act, 2013 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 https://www.eihltd.com/ investors/annual-reports/.

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

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 and also considers and investigates anonymous complaints. Disclosures can be made through e-mail or letter to the Whistle Officer or to the Chairperson of the Audit Committee and also to the Executive Chairman or Managing Director & CEO. The Whistle Blower Policy can be accessed on the Company's website

https://www.eihltd.com/-/media/eihltd/investors/policies/whistlelower-policy.pdf

The Company had three Indian subsidiaries which were also Joint Ventures, namely, Mashobra Resort Limited (MRL) (Upto 31st March 2025), Mumtaz Hotels Limited and Oberoi Kerala Hotels and Resorts Limited. In compliance with the order of Hon'ble Supreme Court of India, the vacant and peaceful possession of the Wildflower hotel was handed over to the Government of Himachal Pradesh on close of business day of 31st March 2025. Pursuant to such handover, the Company ceased to hold any voting rights in MRL and ceased to exercise control over MRL and shall transfer shares of MRL held by it to the Government of Himanchal Pradesh at a valuation to be fixed by the Hon'ble High Court.

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

During the Financial year 2024-25 the Company incorporated a subsidiary named as EIH London Investment Limited for the development of a Hotel in London.

In accordance with Regulation 16 read with the Regulation 24 of the Listing Regulations, the following unlisted subsidiary of the Company was identified as a "material subsidiary" for the Financial Year 2025-26 (based on Turnover/Net worth in the preceding accounting year 2024-25):

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

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

A Report on the performance and financial position of each of the Subsidiaries, Associates and Joint Venture Companies is provided in the note no. 51 to the Consolidated Financial Statement and hence not repeated here for the sake of brevity.

The policy on material subsidiaries can be accessed on the Company's website: https://www.eihltd.com/-/media/ eihltd/investors/policies/material-subsidiary-policy.pdf

a) The ratio of the remuneration of each Director to the median employees' remuneration for the Financial Year is as under:

(Rs in million)

Directors' remuneration includes retirement benefits, wherever applicable

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

(Rs in million)

* upto 25th September 2024 ** appointed w.e.f 12th December 2024

Total remuneration includes retirement benefits, wherever applicable

b) The percentage increase in the median remuneration of employees in the Financial Year is 8.78%.

c) The number of permanent employees on the rolls of the Company at the end of the Financial Year are 3,241.

d) 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 10.17% and the percentage increase in remuneration of managerial personnel was 5.8%.

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

It is hereby affirmed that the remuneration of the Executive Directors and Key Managerial Personnel are as per the Remuneration Policy of the Company.

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 endeavors 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 Board Evaluation for the Financial Year 2024-25. The external agency has interacted with 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 25th March 2025 without the attendance of Non-Independent Directors and members of management. The Independent Director 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 Record 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 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 its women employees at the workplace. In accordance with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules made thereunder, the Company has constituted an Internal Complaint Committee (ICC) at all its hotels, Oberoi Flight Services (OFS) and at its Corporate Office.

Details of Complaints are provided in the Corporate Governance Report.

The information required under Section 197 of the Act read with Rule 5(2) 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. These statements are relevant on the date of this Report. We have no obligation to update or revise any statements, whether as a result of new information, future developments or otherwise. Therefore, undue reliance should not be placed on these statements.

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