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.
FINANCIAL HIGHLIGHTS
The financial highlights are set out below:
(Rs in million)
Particulars |
Standalone |
Consolidated |
Year |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Total Income |
25,352.94 |
23,167.81 |
28,795.06 |
26,259.74 |
Earnings Before Interest, Depreciation,
Taxes, Amortisations and Exceptional items (EBIDTA) |
10,049.78 |
9,108.95 |
1 1,533.91 |
10,416.17 |
Finance Costs |
155.67 |
161.42 |
213.49 |
194.11 |
Depreciation |
1,238.17 |
1,205.11 |
1,344.70 |
1,314.92 |
Exceptional Items |
968.99 |
(822.26) |
(283.57) |
(72.67) |
Share of Profit / (Loss) of Associate and
Joint Venture Companies |
|
|
587.69 |
338.00 |
Profit / (Loss) Before Tax |
9,624.93 |
6,920.16 |
10,279.84 |
9,172.47 |
Current Tax |
1,881.42 |
1,840.20 |
2,231.54 |
2,249.78 |
Deferred Tax |
230.75 |
(129.01) |
349.31 |
145.64 |
Profit / (Loss) for the year |
7,512.76 |
5,208.97 |
7,698.99 |
6,777.05 |
Other Comprehensive Income / (Loss) for the
year, net of tax |
3.79 |
(16.81) |
88.25 |
22.55 |
Total Comprehensive Income / (Loss) |
7,516.55 |
5,192.16 |
7,787.24 |
6,799.60 |
Less: Share of Profit / (Loss) of
Non-Controlling Interest |
|
|
303.93 |
377.69 |
Total Comprehensive Income / (Loss)
attributable to Group |
|
|
7,483.31 |
6,421.91 |
Profit / (Loss) for the Year attributable to
the Group |
|
|
7,394.45 |
6,391.08 |
Balance Brought Forward |
8,531.29 |
4,027.03 |
10,399.58 |
4,807.14 |
Accumulated Balance |
15,297.40 |
8,531.29 |
17,044.34 |
10,399.58 |
Balance carried over |
15,297.40 |
8,531.29 |
17,044.34 |
10,399.58 |
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 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.
STATE OF THE COMPANY'S AFFAIRS
There has been no alteration in the nature of the Company's business
operations and affairs during the Financial Year 2024-25.
PERFORMANCE
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.
TRANSFER TO RESERVES
The Company has not transferred any amount to the reserves for the
Financial Year ended 31st March 2025.
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 YEAR TILL THE DATE OF THE 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.
DIVIDEND
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.
BOARD MEETINGS
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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
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.
Board of Directors and Committees
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
CORPORATE GOVERNANCE REPORT
The Corporate Governance Report along with the certificate from the
Practicing Company Secretary forms a 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.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 AND
SENIOR MANAGEMENT PERSONNEL APPOINTMENT AND REMUNERATION
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 MEASURES
Energy Conservation Initiatives - FY 2024-25 and Plans for FY 2025-26
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.
Planned Initiatives for FY 2025-26
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.
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 AND OUTGO
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.
AUDITOR AND AUDITOR'S REPORT
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.
SECRETARIAL AUDITORS
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.
SECRETARIAL STANDARDS
During the year, the Company complied with 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. 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.
ANNUAL RETURN
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/.
LOANS, GUARANTEES OR INVESTMENTS
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.
DEPOSITS
During the year, the Company did not accept any deposits from the
public.
VIGIL MECHANISM/WHISTLE BLOWER 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 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
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Subsidiaries/Joint Ventures
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):
S. No Name of the subsidiary |
Action required / taken under Listing
Regulations |
1. EIH International Limited |
No action required |
Associates
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.
Joint Ventures
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
DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)
REMUNERATION
a) The ratio of the remuneration of each Director to the median
employees' remuneration for the Financial Year is as under:
(Rs in million)
Name of the Director No |
Directors' Remuneration |
Median Employees Remuneration |
Ratio |
1. Mr. Arjun Singh Oberoi - Executive
Chairman |
144.84 |
0.36 |
402:1 |
2. Mr. Vikramjit Singh Oberoi - Managing
Director & CEO |
150.10 |
0.36 |
417:1 |
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)
S. Name No |
Total Remuneration 2024-25 |
Total Remuneration 2023-24 |
Percentage Increase/ Decrease |
1. Mr. Arjun Singh Oberoi |
144.84 |
113.82 |
27% |
2. Mr. Vikramjit Singh Oberoi |
150.10 |
116.43 |
29% |
3. Mr. Kallol Kundu - Chief Financial
Officer* |
21.01 |
28.23 |
- |
4. Mr. Vineet Kapur - Chief Financial
Officer** |
7.97 |
- |
- |
5. Mr. Lalit Kumar Sharma - Company Secretary |
13.23 |
12.33 |
7% |
* 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.
INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT
SYSTEMS
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.
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 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.
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 Record and Audit) Rules,
2014 as the services of the Company are not covered under these rules.
SIGNIFICANT AND MATERIAL ORDERS, IF ANY
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.
PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE
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.
PARTICULARS OF EMPLOYEES
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.
CAUTIONARY STATEMENT
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.
ACKNOWLEDGEMENT
The Board takes this opportunity to thank all shareholders and
employees for their commitment, dedication and co-operation.
|
For and on behalf of the board |
Place: New Delhi |
Arjun Singh Oberoi |
Dated: 20th May 2025 |
Executive Chairman |
|
DIN:00052106 |