The Board of Directors takes great pleasure in presenting the Thirty Four (34th) Annual Report of your Company's business and operations along with the Audited Financial Statements for the Financial Year ('FY') ended March 31, 2024.

FINANCIAL PERFORMANCE

The Company's financial performance, for the Financial Year ended March 31, 2024 on standalone basis is summarized below:

OPERATIONS/ STATE OF COMPANY'S AFFAIRS

The Company achieved a total income of Rs. 8,512.70 lakhs as compared to Rs. 11,545.21 lakhs in the previous year.

Company reported a Profit before tax of Rs. 370.98 lakhs as compared to Profit before tax of Rs. 120.74 lakhs in the prior year. This increase in profit for the year is a direct result of our focused efforts on enhancing operational efficiency across all levels of the organization. Through optimized resource management, cost control measures, and streamlined processes, we have been able to improve our margins while maintaining high standards of service. These strategic initiatives have strengthened our financial performance, ensuring sustainable growth for the company.

DIVIDEND

Your Company is in regular expansion mode and also upgrading its existing properties. Therefore in order to fund new projects/ up gradation and conserve the resource, the Board has not recommended dividend on equity shares of the Company for the FY 2023-2024.

TRANSFER TO RESERVES

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability confirms that:

a) In the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

b) Such accounting policies have been selected and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year on March 31, 2024.

c) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis;

e) Proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis as required in terms of the SEBI Listing Regulations is annexed to the report (Annexure I) MATERIAL CHANGES AFFECTING THE COMPANY I. ISSUE OF EQUITY SHARES UNDER PREFERENTIAL ISSUE

The Board at its meeting held on November 08, 2023, had recommended the issue of 1,25,00,000 (One Crores Twenty Five Lakhs) Fully Convertible Warrants ("Warrants"), each convertible into equivalent number of fully paid up equity share of the Company of face value of Rs. 10/- (Rupee Ten Only) each at a Premium of Rs 35/- (Rupees Thirty Five), within a maximum period of 18 months from the date of allotment of warrants), to the Promoter/Non-Promoter Group, the same was approved by the Members at the Extraordinary General Meeting of the Company held on December 07 2023.

During the financial year 2023-24, on January 04, 2024, the company has allotted 123,00,000 warrants convertible into equivalent number of equity shares of the Company having a face value of Rs. 10/- at a price of Rs. 45/- each to promoters and non-promoters entity upon receipt of upfront amount of Rs. 13,83,75,000/-, which is equivalent to 25% of total consideration as per the terms of preferential issue. Out of these, the Securities Allotment Committee of the Company, at its meeting held on March 01, 2024 has allotted 68,00,000 Equity shares pursuant to conversion of 68,00,000 Warrants upon receipt of an amount aggregating to Rs. 22,95,00,000/- which is equal to 75% of the total consideration.

Thereafter, The Securities Allotment Committee of the Company, at its meeting on July 11, 2024 allotted 53,81,500 Equity shares on preferential basis consequent to the conversion of warrants into equivalent Equity Shares.

The new equity shares so allotted, shall rank pari passu with the existing equity shares of the Company.

Consequent to this conversion of warrants/allotment of equivalent Equity Shares, 1,18,500 warrants remain pending for conversion and these warrant holders are entitled to get their warrants converted into Equity Shares of the Company by paying remaining 75% i.e., Rs. 33.75 (Rupees Thirty Three and Seventy Five Paisa Only) per warrant within 18 months from the date of warrant allotment.

As on March 31, 2024, paid up capital of the company was Rs. 46,89,78,000 consisting of 4,68,97,800 equity shares of the value of Rs. 10 each fully paid.

The Listing Approval for 46897800 Equity Shares were granted on May 27, 2024 and the 46897800 allotted as Equity Shares are admitted to dealings on the exchange from June 10, 2024.

The Listing Approval for 53815000 Equity Shares is in process.

SHARE CAPITAL

I. AUTHORISED CAPITAL

During the Year under review the Authorised Capital of the Company was increased from Rs. 40,09,78,000 consisting of 4,00,97,800 equity shares of face value of Rs.10 each fully paid to Rs. 53,40,00,000 consisting of 5,34,00,000 equity shares of face value of Rs.10 each fully paid.

II. PAIDUP CAPITAL

During the Year FY 23-24, the Issued, Subscribed & Paid up Capital of the Company of the Company was increased pursuant to allotment of Equity Shares on Preferential Issue.

The Details of Change in Capital Structure during the Year are as follows:

Details of Equity Share Capital of M/s. The Byke Hospitality Limited: ISIN No: INE319B01014

As on the date of report, the paid up capital of the company has been increased to Rs. 52,27,93,000 pursuant to Allotment of Equity Shares on conversion of warrants into equivalent equity shares. The Listing process is still ongoing as on the date of report. Consequent to this conversion of warrants/allotment of equivalent Equity Shares, 1,18,500 warrants remain pending for conversion.

As on March 31, 2024 the Total Issued, Subscribed & Paid up Capital of the Company stand at Rs. Rs. 46,89,78,000 consisting of 4,68,97,800 equity shares of face value of Rs.10 each fully paid.

LISTING ON STOCK EXCHANGES

As on March 31, 2024, the Company's Equity Shares are listed on BSE Limited, the National Stock Exchange of India Limited and Metropolitan Stock Exchange of India Limited.

EXTRACT OF ANNUAL RETURN

As provided under section 92(3) and 134(3)(a) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, the Annual Return of your Company in Form MGT - 7 for the Financial Year 2023 - 2024, shall be hosted on the website of your Company at www.thebyke.com

CEO / CFO CERTFICATIONS

The Certifications required in terms of Part B, Schedule II of the Listing Regulations, from Mr. Anil Chothmal Patodia, the Chief Executive Officer of the Company and Mr. Girdhari Kyal, Chief Financial Officer of the Company, for the Financial Year 2024 - forms part of the Report on Corporate Governance.

CORPORATE GOVERNANCE

As per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure II) together with a certificate of its compliance from Ms. Suman Sureka of M/s. Suman Sureka & Assocaites, Secretarial Auditor of the company forms part of this report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to applicable provision of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rule, 2016 ('the Rules'), all unpaid or unclaimed dividend are required to be transferred by the company to the IEPF established by the Central Government, after the completion of seven years. Further, according to IEPF Rules, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority.

The details of the unpaid / unclaimed dividends for the last seven financial years are available on the website of the Company www.thebyke.com

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Brief Profile of the Board of Directors of the Company as on March 31, 2024 & as on the date of the report:

CHANGE IN DIRECTORSIP DURING THE YEAR

i. In terms of the provisions of the Act, Mrs. Archana Patodia (DIN: 00795826), Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment. In this regard, shareholder approved the appointment of Mrs. Archana Patodia (DIN: 00795826) in the 33rd AGM held on August 26, 2023.

ii. At the meeting of the Board of Directors of the Company held on May 15, 2023 had, based on the recommendation of the Nomination & Remuneration Committee, appointed Ms. Puja Sharma (ACS- 71525) as a Company Secretary and Compliance officer of the Company with effect from May 15, 2023 on such terms and conditions and remuneration as may be determined and recommended by the Nomination and Remuneration Committee to perform the duties of a secretary as required under the Act and any other duties assigned by the members from time to time.

iii. During the year under review, Mr. Ram Ratan Bajaj (DIN: 03502832) and Mr. Ramesh Diwan Vora (DIN: 03502651), Independent Directors tendered their resignation as the "Non-Executive Independent Director" of the Company with effect from March 30, 2024. The Board of Directors of the Company appreciated their valuable contribution and support during their term as the Independent Directors of the Company.

iv. During the year under review Mr. Sobhag Jain (DIN: 08770020) and Mr. Brijmohan Pooranmal Agarwal (DIN: 00529136) were appointed as Additional Non Executive - Independent Director of the Company with effect from February 07, 2024, their appointment as "Independent Directors" was approved by the Shareholders vide Post Ballot Notice dated April 24, 2024.

INDEPENDENT DIRECTOR'S DECLARATION

The Independent Directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act & regulation 16(1) (b)of the Listing regulations. There has been no change in the circumstances affecting their status as an independent Director.

In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

None of the directors of the Company are debarred from holding the office of Director by virtue of any SEBI order or order by any other competent authority.

In the opinion of the Board, there has not been any change in the circumstances which may affect their status as Independent Directors of the Company and to the satisfaction of the Board their candidature holds experience, expertise & integrity

POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee has laid down the criteria for Directors' appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

• The candidate should possess the positive attributes such as leadership, entrepreneurship, industrialist, business advisor or such other attributes which in the opinion of the Committee the candidate possess and are in the interest of the Company;

• The candidate should be free from any disqualifications as provided under Sections 164 and 167 of the Companies Act, 2013;

• The candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 in case of appointment as an Independent Director; and

• The candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, social service, professional teaching or such other areas or disciplines which are relevant for the Company's business.

PROFICIENCY OF DIRECTORS

All the Independent Directors of the Company have registered their names in the database maintained by the Indian Institute of Corporate Affairs, Manesar. Those Independent Directors who are not otherwise exempted shall appear for the common proficiency test conducted by the said institute within the prescribed time.

MEETINGS OF BOARD AND COMMITTEES THEREOF

This information has been furnished under Report on Corporate Governance, which is annexed in Annexure II.

FAMILIARISATION PROGRAMME FOR DIRECTORS

Details of the familiarization programs for independent directors are disclosed on the website of the Company www.thebyke.com BOARD EVALUATION

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the various parameters like attendance and participation at meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.

The Board of Directors have carried out an annual evaluation of their own performance, board committees and individual directors pursuant to provision of the Act and the corporate governance requirement as prescribed by the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirement) Regulation 2015.

In a separate meeting of Independent directors which was held on February 07, 2024, performance of non-independent directors and the board as whole was evaluated. Performance evaluation of Independent director was done by the entire board, excluding the independent director being evaluated.

PARTICULARS OF EMPLOYEES

The information required under section 197 of Companies act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 forms part of this Annual Report. However this information is not sent along with this report pursuant to provision of section 136 of the Act. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary / Compliance Officer at the registered office of the Company.

AUDIT COMMITTEE

Details of the Audit Committee along with its constitution and other details are provided in the Report on Corporate Governance. RELATED PARTY TRANSACTION

All Related Party Transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the Company's Business.

The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Omnibus approval was also obtained from the Audit Committee on an annual basis for repetitive transactions.

Company has formulated policy on materiality of Related Party Transaction. The policy is available on the Company's website http:// thebyke.com/corporate-governance/

The details of the transactions with related parties during FY 2023-24 are provided in the accompanying financial statements. The details of Related Party transactions are set out in notes to the Financial Statements. Since all related party transaction entered into by the company were on an arm's length basis and in the ordinary course of business, Form AOC-2 is not applicable.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Board of Directors of your Company has adopted the Vigil Mechanism and Whistle Blower Policy in compliance with Section 177(9) and (10) of the Companies Act, 2013, and regulations specified under LODR.

The Company has adopted a channel for receiving and redressing of employees' complaints and no personnel have been denied access to the Chairman of the Audit Committee. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Company's Code of Business Conduct. Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee's reasonable belief that such conduct or practice have occurred or are occurring. The policy is posted on the company's website at www.thebyke.com.

CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to good corporate citizenship. As a part of its corporate social responsibility, the Company continues to undertake a range of activities including healthcare and education to improve living conditions of the needy people. The CSR policy of the Company is placed on the website of the Company https://thebyke.com/corporategovernance.html. During the year under report, the Company has also supported healthcare and educational projects undertaken by charitable institutions and organizations. In accordance with the provisions of Section 135 of the Companies Act, 2013, an abstract on Company's CSR activities is furnished as Annexure III to this report.

CODE OF CONDUCT

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company's website www.thebyke.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration in this regard signed by the Chairman & Managing Director / CEO is given at the end of the Corporate Governance Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

There is no subsidiary company, associate company or joint venture of your company within the meaning of section 2(87) & 2(6) of the Companies Act 2013 respectively.

STATUTORY AUDITOR AND STATUTORY AUDITOR'S REPORT

M/s. Bilimoria Mehta & Co., Chartered Accountant (Firm registration no: 101490W) were appointed as the Statutory Auditors from the conclusion of the Thirty Second Annual General Meeting held on September 15, 2022 till conclusion of the Thirty Seventh Annual General Meeting of the Company to be held in 2027-28.

The Auditors' Report read with the notes to the accounts referred to therein are self-explanatory and therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

SECRETARIAL AUDITOR AND SECRETARIAL AUDITOR'S REPORT

Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, M/s. Suman Sureka & Associates, Practicing Company Secretary FCS No.- 6842 CP No- 4892 were appointed as the Secretarial Auditor for auditing the secretarial records maintained by the Company for the financial year 2023-24.

The Secretarial Auditors' Report is annexed as (Annexure IV) hereto.

COST AUDITORS

The provisions of section 148 are not applicable to the Company and accordingly the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required.

RISK MANAGEMENT POLICY

The Company has established an effective Compliance Mechanism to mitigate the risk and will be reviewed by the Board periodically. The Company has adopted Risk Management Policy, pursuant to the provision of Section 134 of the Act, to identify and evaluate business risks and approach for mitigation of such risks.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

DEPOSITS

The Company has not accepted any deposits from public during the year under the review and as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of the balance sheet.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

PREVENTION OF INSIDER TRADING

The Board has adopted a Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.thebyke.com.

All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is furnished as Annexure V to this report.

PAYMENT OF LISTING FEE AND CUSTODIAL FEE

Your Company has paid the Annual Listing Fee and Annual Custodial Fee for the Financial Year 2023 - 2024, to the National Stock Exchange ("NSE"), Metropolitan Stock Exchange (MSEI) and the Bombay Stock Exchange ("BSE") and to National Securities and Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) respectively.

DEMATERIALISATION

The Company's shares are available for dematerialization with both the Depositories viz., NSDL and CDSL. About 98.34% of the paid-up equity share capital of the Company has been dematerialized as on March 31, 2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material order passed by the Regulators or court or tribunal that would impact the going concern status of the Company and its operation in future.

GREEN INITIATIVES

The Company, in order to promote green initiative, has sent electronic copies of the Annual Report for Financial Year 2023 - 2024, along with the Notice of the 34th Annual General Meeting, are sent to all members whose email addresses are registered with the Company / Registrar and Share Transfer Agent ("RTA").

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at its workplace and in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, your Board of Directors has approved and adopted a "Policy on Prevention of Sexual Harassment at Workplace" to provide equal employment opportunity and is committed to provide a work environment that ensures every woman employee is treated with dignity and respect and afforded equitable treatment.

During the year under review the Company has received no complaints. Following is the detailed presentation of the same:

a) Number of complaints filed during the financial Year : NIL

b) Number of complaints disposed of during the year: NIL

c) Number of complaints pending as on end of the financial year: NIL

Internal Complaints Committee

In compliance with Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 the Company has constituted an Internal Complaints Committee. Following are the details of the committee constituted w.e.f 01.08.2021:

SECRETARIAL STANDARDS

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

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the Hospitality Industry.