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) 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) t he 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 that 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 part of this report. It covers, amongst
other matters, the performance of the Company during
the Financial Year 2024-25 as well as the future outlook.

TRANSFER TO RESERVES

The Company has not transferred any amount to the
Reserves for the Financial Year ended 31^st 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

There are no material changes affecting the financial
position of the Company after the closure of the Financial
Year 2024-25 till the date of this Report.

DIVIDEND

The Board recommends a Dividend of H3.50 (35%) per
equity share for the Financial Year 2024-25, for approval by
the Shareholders at the ensuing Annual General Meeting.

BOARD MEETINGS

During the year, seven Board Meetings were convened
i.e. on 24^th May 2024, 14^th June 2024, 5^th August 2024, 19^th
September 2024, 11^th November 2024, 10^th February 2025
and 13^th March 2025.

CAPITALIZATION OF RESERVES

During the Financial Year 2024-25, the Company capitalized
its reserves and allotted bonus shares in the ratio of 1:1 on
14^th August 2024. Following the bonus issue, the Company's
paid up share capital increased to H60,93,62,940, divided
into 6,09,36,294 equity shares of H10 each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board appointed Ms. Ameeta Aziz Parpia (DIN:
02654277) as an Additional Director in the category of
Independent Director of the Company, effective from
24^th May 2024. Subsequently, the Shareholders, through
a special resolution appointed Ms. Ameeta Aziz Parpia as
an Independent Director of the Company for a term of 5
consecutive years effective from 24^th May 2024. Ms. Parpia
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 7^th
August 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 shaping the Company's strategic direction and
strengthening its governance framework. The Board
extends its heartfelt thanks and wishes him continued
success in his future endeavours.

The Board also appointed Mr. Sandeep Kumar Barasia
(DIN: 01432123) as an Additional Director in the category
of Independent Director of the Company, effective from
15^th April 2025. Subsequently, the Shareholders, through
a special resolution appointed Mr. Sandeep Kumar
Barasia as an Independent Director of the Company for
a term of 5 consecutive years effective from 15^th April
2025. Mr. Barasia possesses the requisite expertise and
experience as a Director.

The Board, subject to the approval of the Shareholders,
has recommended re-appointment of Mr. Vikramjit Singh
Oberoi as the Managing Director for another term of five
years effective from 23^rd June 2025.

Mr. Akshay Raheja (DIN: 00288397) will retire by rotation
as a Director of the Company at the ensuing Annual
General Meeting and being eligible, offers himself for re¬
appointment. The Board recommends the re-appointment
of Mr. Akshay Raheja 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 acknowledges that the
Independent Directors satisfactorily meet the required
criteria of independence.

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 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/policy-and-code-of-conduct/policy-
and-code-of-conduct/corporate-social-responsibility-policy/
eiha-corporate-social-responsibility-policy.pdf

A report on Corporate Social Responsibility activities for the
Financial Year 2024-25 including CSR Policy, composition
of CSR Committee is attached as Annexure - I.

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

The Company's Policy on Directors Appointment and
Remuneration ("Directors Appointment Policy") and Senior
Management & Key Managerial Personnel 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/policy-and-code-of-conduct/
policy-and-code-of-conduct/other-policies/eah-senior-
management-kmp-appointment-and-remuneration-
policy.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, 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 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 judgment.

• 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. 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
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 were sustained in FY 2024-25
through a combination of operational improvement
and progressive induction of energy efficient systems
throughout the year. Key improvements include:

• replacement of conventional lighting with energy
efficient LED lighting,

• addition of motion sensors for lighting control in
back area,

• installation of water flow optimizers and high efficiency
water closets,

• installation of demand based control system for
ventilation fans,

• installation of heat pump for pool heating, upgradation
of steam based laundry machines with electrically
heated machines,

• replacement of pumps with energy efficient pumps,

• installation of automatic tube cleaning system for chiller
heat exchangers,

• installation of ambient condition based cooling tower
automation system,

• installation of new energy efficient chiller,

• replacement of pipe and duct insulation to minimise losses

• renewal of waterproofing for swimming pool and water
bodies and upgradation of distribution piping to control
water loss.

• 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.

Planned Initiatives for FY 2025-26

• Installation of new energy efficient cooling towers
and pumps,

• Installation of automatic tube cleaning system for chillers,

• Upgrading of steam based laundry machines with
electrically heated machines,

• Replacement of remaining conventional lighting,

• Installation of demand based control system for
ventilation system,

• Upgradation of condensate recovery system,

• Installation of heat pumps to replace fuel based
heating system,

• Installation of energy efficient ventilation equipment,

• Installation of energy-miser actuator valves for chilled
water system, and

• Installation of water saving efficient closets.

• 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.

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 2024-25, the foreign exchange
earnings of the Company were H734.13 Million as against
H635.97 Million in the previous year. The expenditure
in foreign exchange during the Financial Year 2024-25
was H69.25 Million compared to H80.01 Million in the
previous year.

AUDITOR AND AUDITOR'S REPORT

At the 39^th Annual General Meeting of the Company held
in the year 26^th July 2022, the Shareholders approved
the re-appointment of M/s Deloitte Haskins & 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 39^th Annual General Meeting till the conclusion of
the 44^th 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
31^st 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 Annual 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 Chandrasekaran
Associates, Company Secretaries as Secretarial Auditors by
way of an ordinary resolution for a term of five consecutive
years commencing from Financial Year 2025-26 to Financial
Year 2029-30.

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. Throughout
the period, the Company engaged in transactions with
related parties that would qualify as material under the
Company's Related Party Transaction Policy. Accordingly,
the transactions requiring disclosure in Form AOC-2, as
per Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, form part of this report.
The Policy on Related Party Transactions can be accessed
on the Company's website.

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. 44 to the Financial Statement.

ANNUAL RETURN

In accordance with Section 92(3) of the Act 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 viz. https://www.eihassociatedhotels.in/
investors/annual-reports/

LOANS, GUARANTEES OR INVESTMENTS

During the year 2024-25, 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. Vikramjit 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 change in remuneration of Chief
Financial Officer and Company Secretary in the
Financial Year are as under:

c) the percentage increase in the median remuneration
of the employees in the Financial Year is 3.88%;

d) the number of permanent employees on the rolls of
the Company at the end of the Financial Year are 477;

e) 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
8.75%.

It is hereby affirmed that the remuneration of 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 endeavours
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 the Board Evaluation for the Financial Year
2024-25. 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 was undertaken in a separate meeting of
Independent Directors held on 13^th March 2025 without the
attendance of Non-Independent Directors and members
of management. The Independent Directors 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 Records 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 the Regulators, 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 or future 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 shareholder
and employees for their commitment, dedication and
co-operation.