The Board of Directors is delighted to present the Thirty- Plinth (39th) Annual Report of Juniper Hotels Limited, along uuith the Audited FinancialStatementsand Auditor’s Report, for the financial year ended march 31,2025. UJe sincerely thank our public shareholders for their continued trust, unwavering support, and valuable partnership.
As our inaugural year post-listing, Juniper Hotels pursued accelerated growth across multiple fronts, achieving notable strategic milestones. During FY 2024-25, Juniper Hotels made exceptional strides towards its strategic vision, marked by four significant milestones:
1. Acquisition of Jenipro Hotels Private Limited
On March 18, 2025, the Company executed a Share Purchase Agreement to acquire 100% of Jenipro Hotels. This acquisition enables the development of a 115-key, five-star luxury resort near Kaziranga NationalPark under a public-private partnership with Assam Tourism Development Corporation. Jenipro is now a wholly owned subsidiary, paving the way for a new flagship five-star standard resort in a high-potential tourism hub.
2. Acquisition of a Big Box Hotel Brownfield Asset near Bengaluru Airport
The Company successfully acquired a strategically located, large-scale upper-upscale hotel—comprising 235 rooms and expansive MICE facilities—on a 6.5-acre freehold parcel. There is future potential to add 150-200 more rooms. The transaction closed at R325 crore, with R280 crore financed through long-term debt and the balance funded from internal cash reserves. This bold investment establishes Juniper’s presence in one of India’s fastest-growing hospitality markets.
3. Launch of The Grand Showroom at Grand Hyatt Mumbai
The Company celebrated the grand opening of The Grand Showroom at Grand Hyatt Mumbai, reinforcing our commitment to brand excellence and enhanced guest experience.
4. Renovations on existing hotel properties
Juniper continued investing in its existing portfolio by undertaking asset-enhancement activities—including upgraded room decor, modernized F&B outlets, refreshed banqueting halls, and enhanced guest amenities—to uphold our commitment to excellence and elevate guest satisfaction across all properties.
A detailed analysis of each of these milestones is included in later sections of this Report.
This Annual Report presents a consolidated view of the financial and operational performance of Juniper Hotels Limited and its subsidiaries, in accordance with applicable regulatory requirements.
1. FINANCIAL HIGHLIGHTS
The Company’s financial highlights for the year ended March 31, 2025, are summarized below:
(? in Lakhs)
|
Particulars
|
Standalone for the year ended
|
Consolidated for the year ended
|
| |
March 31, 2025
|
March 31, 2024
|
March 31, 2025
|
March 31, 2024
|
|
Total Revenue
|
85,566.35
|
76,050.72
|
97,561.19
|
82,630.62
|
|
Earnings Before Interest, Depreciation, Taxes and Amortization (EBIDTA)
|
33,686.78
|
2,9502.84
|
36,806.82
|
3,1965.47
|
|
Finance cost
|
9,578.03
|
25,628.52
|
10,858.95
|
26,523.74
|
|
Depreciation and Amortization Expenses
|
8,689.39
|
7,985.82
|
10,948.94
|
9,116.56
|
|
Exceptional Item -Profit/(Loss)
|
-
|
-
|
-
|
-
|
|
Profit/(Loss) before tax
|
15,419.36
|
(4,111.50)
|
14,998.93
|
(3,674.83)
|
|
Less: Tax including Deferred Tax
|
7,391.70
|
(5,019.84)
|
7,870.08
|
(6,054.62)
|
|
Profit/(Loss) after Tax
|
8,027.66
|
908.34
|
7,128.85
|
2,379.79
|
|
Other Comprehensive Income/ (Loss) (net of tax)
|
19.25
|
(32.71)
|
12.90
|
(27.66)
|
|
Total Comprehensive Income/ (Loss)
|
8,046.91
|
875.63
|
7,141.75
|
2352.13
|
2. PERFORMANCE REVIEW OF THE STANDALONE AND CONSOLIDATED FINANCIAL RESULTS
During the financial year ended March 31, 2025, the total Revenue of the Company on a Standalone basis was ' 85,566.35 Lakhs vs. ' 76,050.72 Lakhs in the previous year. Profit /(Loss) After Tax ' 8,027.66 Lakhs vs. ' 908.34 Lakhs in the previous year.
On a Consolidated basis, the total revenue of the Company for the year increased to ' 9,75,61.19 Lakhs from ' 82,630.62 Lakhs in the previous year. The Consolidated Profit /(Loss) After Tax ' 7,128.85 Lakhs vs. ' 2,379.79 Lakhs in the previous year.
3. BUSINESS OVERVIEW
For detailed analysis and commentary, please refer to the MD&A section which forms part of the Annual Report. It complements the Audited Financial Statements by delivering management’s perspective, strategic rationale, and forward-looking outlook—ensuring a balanced and transparent view of the Company’s performance and future direction.
4. CAPITAL STRUCTURE
There have been no changes to the Company’s Authorized Share Capital during the financial year under review.
Likewise, the Paid-Up Share Capitalremained unchanged throughout the year.
5. SIGNIFICANT OR MATERIAL ORDERS WERE PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS WHICH CAN IMPACT THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
During the financial year under review, no significant or material orders were passed by any regulators, courts, or tribunals that could impact the Company’s going concern status or its future operations.
6. DIRECTORS’ RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 (the “Act”) and based upon representations from the Management, the Board states that:
a) in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures;
b) the Directors have selected accounting policies, applied them consistently and made judgments
and estimates that are reasonable and prudent so as 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 profits and losses 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 the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the Annual Accounts of the Company on a “going concern” basis;
e) the Directors have laid down internalfinancial controls to be followed by the Company and such internalfinancialcontrols are adequate and are operating effectively and;
f) the Directors have devised proper systems and controls to ensure compliance with the provisions of all applicable laws and that such systems and controls are adequate and operating effectively.
7. TRANSFER TO RESERVE
The Board of Directors has decided to retain the entire amount of profit for FY 2024-25 appearing in the statement of profit and loss.
8. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In line with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which mandates the top 1,000 listed companies by market capitalization to publish a Business Responsibility and Sustainability Report (BRSR) and reaffirming its commitment to sound corporate governance and responsible business conduct, the Company has prepared its BRSR for the financial year.
The BRSR outlines the Company’s key initiatives and performance across various Environmental, Social, and Governance (ESG) parameters, underscoring its ongoing efforts to generate sustainable value for all stakeholders while contributing positively to the society and environment in which it operates.
The BRSR forms an integral part of this Annual Report.
9. CORPORATE GOVERNANCE REPORT
The Board hereby reports that the Corporate Governance Report, along with a certificate issued by M/s. N Kothari & Associates, Practicing Company Secretaries, confirming compliance with the corporate governance requirements as per SEBI (LODR) Regulations, forms an integral part of this Annual Report.
10. MATERIAL CHANGES, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT
There have been no material changes or commitments affecting the financial position of the Company from the close of the financial year ended March 31, 2025, up to the date of this Report.
11. DIVIDEND
The Board of Directors has decided not to declare any dividend for the Financial Year ended March 31, 2025. The directors wish to allocate the year’s earnings toward reinvestment in the business, aimed at supporting strategic growth, operational expansion, and accretive acquisitions.
However, Company has adopted the Dividend Distribution Policy of the Company pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (“Listing Regulations”), which is available on the Company’s website at https:// juniperhotels.com/wp-content/uploads/2024/04/ Dividend-Distribution-Policy.pdf
12. CHANGE IN THE NATURE OF BUSINESS ACTIVITIES
During the year under review, there was no change in the nature of the Company’s business.
13. MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2024-25, the Board of Directors met 7 (Seven) times. The details of the meetings held have been given in the Corporate Governance Report included within this Annual Report. The gap between two board meetings was within the time prescribed under the Act and SEBI Listing Regulations.
14. BOARD COMMITTEES
In terms of the requirements of the SEBI Listing Regulations, the Board has constituted Audit Committee, Stakeholders’ Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Risk Management Committee. Details of each of these committees outlining their composition, terms of reference and meetings held during FY 2025, are outlined in the Corporate Governance Report forming part of this Report.
During FY2025, recommendations made by the Committees to the Board of Directors were accepted by the Board, after due deliberation.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL a. Board of Directors
As of March 31, 2025, the Board comprises the following distinguished individuals:
|
Sr.
No.
|
DIN
|
Name of the Directors
|
Designation
|
|
1.
|
00339772
|
firun Kumar Saraf
|
Chairman and Managing Director
|
|
2.
|
00468895
|
namita Saraf
|
non- Executive Director
|
|
3.
|
08262295
|
David Peters
|
non- Executive Director
|
|
4.
|
10059779
|
ELton Wong
|
non- Executive Director
|
|
5.
|
00013580
|
PaLLavi Shroff
|
Independent Director
|
|
6.
|
06651255
|
Rajiv KauL
|
Independent Director
|
|
7.
|
07430460
|
Sunil Mehta
|
Independent Director
|
|
8.
|
00339628
|
fivaLi Srinivasan
|
Independent Director
|
During the year under review the following changes have taken place:
• In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. David Peters (DIN: 08262295) retired by rotation at the Thirty Eighth (38th) AGM held on September 19, 2024, and being eligible, offered himself for re-appointment.
• Based on the recommendation of Nomination and Remuneration Committee and pursuant to the approval of members, Mr. Avali Srinivasan (DIN: 00339628) was re-appointed as independent director of the Company for second term of 1 year commencing from September 20, 2024 to September 19, 2025, and that he shall not be liable to retire by rotation.
• In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mrs. Namita Saraf (DIN: 00468895), Non-Executive and Non-Independent Director of the Company,
retires by rotation at the forthcoming AGM and being eligible, offers herself for re-appointment. The details of Mrs. Namita Saraf are furnished in the Notice of the AGM. The Board recommends her re¬ appointment for the consideration of the Members of the Company at the forthcoming AGM.
• Mr. Rajiv Kaul (DIN: 06651255) was appointed as Non¬ Executive Independent Director of the Company by the members at their Extra-Ordinary General Meeting held on September 21, 2023, for a period of two (2) consecutive years and is eligible for re¬ appointment for a second term on the Board of the Company. Board of Directors at their meeting held on August 12, 2025, has approved the re¬ appointment of Mr. Rajiv Kaulas Non-Executive Independent Director for a second term of four (4) years commencing from September 20, 2025, to September 19, 2029, subject to the approval of the members at the forthcoming AGM.
b. Key Managerial Personnels (“KMPs”)
In terms of Section 203 of the Companies Act, 2013, the KMPs of the Company during the year under review are as follows:
|
Sr.
No.
|
Name of the KMPs
|
Designation
|
|
1.
|
Varun Saraf
|
Chief Executive Officer
|
|
2.
|
Tarun JaitLy
|
Chief Financial Officer
|
|
3.
|
Sandeep Joshi
|
VP - Finance & Accounts, Company Secretary and CompLiance Officer
|
|
4.
|
fimit Saraf
|
President
|
|
5.
|
P J Mammen
|
Chief Operating Officer
|
There were no changes in the Key Managerial Personnels (KMPs) of the Company during the financial year.
16. DECLARATION BY INDEPENDENT DIRECTORS
In terms of Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any externalinfluence. Based upon the declarations received from the independent Directors, the Board of Directors has confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Act and Regulation 16 (1)(b) of SEBI Listing Regulations and that they are Independent of Management. In the
opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
17. CORPORATE SOCIAL RESPONSIBILITY
The Company was not mandated to allocate CSR budget for the year 2024-25 due to the average net loss of last three preceding financial years. Accordingly, the company was not required to undertake any CSR activities during the year under review in accordance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 and the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021. Further the Company’s Corporate Social Responsibility (CSR) Policy formulated in accordance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 and the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 can be accessed on the Company’s Website at the following https://iuniperhotels.com/wp-content/uploads/2023/09/ CSR-Policy.pdf
18. 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”) 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 at the following links: https://juniperhotels. com/wp-content/uploads/2024/04/Nomination-and- Remuneration-Policy-1.pdf ; and https://juniperhotels. com/wp-content/uploads/2023/09/Code-of-Conduct-for- Board-of-Directors-and-Senior-Management.pdf
19. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as per Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating
to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure I to this Report.
20. AUDITORS
A. STATUTORY AUDITORS
Pursuant to Section 139 of the Act, M/s. S R B C & CO LLP, Chartered Accountants, Mumbai having Registration No. 324982E/E300003 were appointed as Statutory Auditors of the Company for a period of five consecutive years at the annual general meeting of the members held on August 10, 2021 to hold office from the conclusion of the that Annual General Meeting until the conclusion of the fortieth Annual General Meeting of the Company to be held in 2026 on a remuneration to be mutually agreed by the Board of Directors and the Statutory Auditors.
The Statutory Auditors’ Report issued by M/s. SR B C & CO LLP, Chartered Accountants for the year under review does not contain any qualifications, reservations or adverse remarks. The Notes to the Accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act.
Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.
The Report of the Statutory Auditors along with its Annexures forms a part of this AnnualReport. The Auditors’ Report to the Members for the year under review was issued with an unmodified opinion.
B. SECRETARIAL AUDITORS
The Secretarial Audit Report issued M/s. N Kothari & Associates, Practicing Company Secretaries for FY25 is annexed as Annexure II to this Report. The Secretarial Auditor’s Report to the Members does not contain any qualification or reservation which has any material adverse effect on the functioning of the Company.
Pursuant to Regulation 24A(1) of the SEBI Listing Regulations, the secretarial audit report of Chartered Hotels Private Limited, the Company’s material unlisted subsidiary for FY 2024-25, is annexed to this report as Annexure III.
Pursuant to the provisions of Regulation 24A & other applicable provisions of the SEBI Listing Regulations and Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on May 28, 2025 have approved & recommended for approval of Members, appointment of M/s. N Kothari & Associates, Company Secretaries (Membership Number:
F10365, CP No. 13507) as Secretarial Auditor for a term of upto 5 (Five) consecutive years, to hold office from April 1, 2025 up to March 31, 2030.
A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this AGM.
21. SECRETARIAL STANDARDS
Your director's state that the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
22. RELATED PARTY TRANSACTIONS
All contracts, arrangements, and transactions entered into by the Company with related parties during the financial year were in the ordinary course of business and conducted at arm’s length. These transactions were in compliance with the applicable provisions of the Companies Act, 2013 and the rules framed thereunder.
There were no materially significant related party transactions with the Company’s promoters, Directors, Key Managerial Personnel, or other related parties that could have a potential conflict with the interests of the Company at large.
In accordance with Section 134 of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of material contracts or arrangements with related parties entered on an arm’s length basis are disclosed in Form AOC-2, which forms an integral part of this Report and is annexed as Annexure IV.
All related party transactions were reviewed and approved by the Audit Committee. Prior omnibus approvals were obtained for transactions that are repetitive or unforeseen in nature, to ensure compliance and proper oversight.
Further details of related party transactions are provided in the notes to the Standalone and Consolidated Financial Statements, which form part of this Annual Report.
The Policy on Related Party Transactions approved by the Board can be accessed on the Company’s website at the following link https://juniperhotels.com/wp-content/ uploads/2024/04/Policy-on-Materiality-of-RPT-and- dealing-with-RPTs.pdf.
23. ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 for the year ended March 31, 2025 shall be made available on the website of the Company i.e. www.juniperhotels.com.
24. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED
The Company falls within the scope of the definition ‘infrastructure company’ as provided by the Act. Accordingly, the Company is exempt from the provisions of Section 186 of the Act with regards to Loans, Guarantees, Securities provided and Investments. Therefore, no details are provided.
However, details of investments made and/or loans or guarantees given and/or security provided, if any, are given in the notes to the Standalone and Consolidated financial statements which form part of the Integrated Annual Report.
25. DEPOSITS FROM PUBLIC
Pursuant to Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, the Board confirms that the Company has not accepted any deposits from the public during the financial year under review. Accordingly, there were no outstanding amounts of principal or interest in respect of public deposits as on the date of the Balance Sheet.
26. VIGIL MECHNISM / WHISTLE BLOWER POLICY
Company has in place the Vigil Mechanism and Whistle Blower Policy which provides mechanism to its directors, employees and other stakeholders to raise concerns about any wrongdoing in the Company and provide for adequate safeguards against victimization of the persons who avail this mechanism.
Company has in place the whistle blower policy of the which has been displayed on the Company’s website at: https://iuniperhotels.com/wp-content/uploads/2023/09/ Whistle-Blower-Policy.pdf
27. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company and its subsidiaries for the financial year 2024-25 have been prepared in accordance with the provisions of the Companies Act, 2013 (“the Act”), Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the applicable Indian Accounting Standards (Ind AS) as notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements, together with the Independent Auditor’s Report thereon, form part of this Annual Report.
28. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES
As on March 31, 2025, the Company has three (3) subsidiaries, as briefed below as on the date of this Report. There has been no material change in the nature of the business of the subsidiaries within the meaning of Section 2 (87) of the Companies Act, 2013.
- Mahima Holding Private Limited (“MHPL”) is a
wholly owned subsidiary of your Company, holds certain parcels of land and is not currently engaged in any business activity which had insignificant or no operations during the year under review.
- Chartered Hotels Private Limited (“CHPL”) is also a wholly owned subsidiary of your Company currently engaged in the business of purchasing, developing, operating, maintaining, or otherwise dealing in resorts, hotels and providing other related services. Company currently operates its business in Raipur and Lucknow.
- Jenipro Hotels Private Limited (“Jenipro”) is a
wholly owned subsidiary of your Company, pursuant to Share Purchase Agreement (“SPA”) dated March 18, 2025, your Company has acquired 100% shares of Jenipro. Jenipro is currently engaged in hospitality and catering business, including the acquisition, development, and management of hotels, motels, and related services.
In accordance with Regulation 16 read with the Regulation 24 of the Listing Regulations, CHPL, unlisted subsidiary of the Company has been identified as “material subsidiary” for the Financial Year 2024-25 (based on Income/Net worth in the preceding accounting year).
In line with the requirements of Regulation 16(1)(c) of the SEBI Listing Regulations, the Company has a policy on identification of material subsidiaries, which is available on the Company’s website https://juniperhotels.com/ wp-content/uploads/2024/04/Policy-for-determining- Material-Subsidiary-1.pdf
There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).
In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 are provided in Annexure V of this Integrated Annual Report. The statement provides details of performance and financial position of each of the subsidiary.
Pursuant to the requirements of Section 136 of the Act, the Standalone and Consolidated financial statements along with relevant documents and audited financialstatements of the subsidiaries are hosted on the Company’s website https://juniperhotels.com/ disclosures-under-regulation-46-of-sebi/
29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has established an Internal Control System in accordance with Section 134(5)(e) of the Companies Act, 2013, commensurate with the size, scale, and complexity of its operations. The Audit Committee, comprising professionally qualified Directors with a majority being Independent Directors, regularly engages with the Statutory Auditors, Internal Auditors, and the management to discharge its responsibilities effectively.
The Company maintains a robust and comprehensive internal control system to ensure that all transactions are properly authorized, accurately recorded, and appropriately reported. These controls also safeguard the Company’s assets against unauthorized use or disposition. In addition to financial controls, operational and fraud risk controls are implemented across all functional areas, covering the full scope of internal financial controls as defined under the Act.
An extensive program of internal audits and management reviews supplements the Company’s internalfinancialcontrolframework. Documented policies, guidelines, and standard operating procedures support the effective implementation and management of these controls.
The internal financial control framework is designed to ensure the reliability of financial and operational records, thereby facilitating the preparation of accurate financial statements and disclosures. Key risks and corresponding controls across allrelevant financialprocesses have been identified and documented. These controls are periodically tested by internal teams, and independently assessed by the Internal Auditors to validate their effectiveness.
The Internal Auditor reports directly to the Chairperson of the Audit Committee, ensuring independence and objectivity. The Audit Committee defines the scope and authority of the Internal Audit function, which is responsible for monitoring and evaluating the adequacy and effectiveness of internal controls, compliance with established procedures, and adherence to accounting policies across the Company and its subsidiaries. Based on Internal Audit findings, process owners implement
necessary corrective actions to strengthen internal controls further. Significant audit observations, along with remediation measures, are regularly presented to the Audit Committee.
The Statutory Auditors’ Report includes a separate opinion on the adequacy and operating effectiveness of internal financial controls over financial reporting.
Based on the reviews conducted and reports submitted, it is evident that the Company has an adequate and effective Internal Financial Control system in place, appropriate to the nature and scale of its business operations. No material weakness was observed during the financial year FY2025.
30. BOARD EVALUATION
The Company has implemented a Board Evaluation Policy to assess the performance of the Chairperson, individual Directors, Board Committees, and the Board as a whole.
As part of this process, a separate meeting of Independent Directors was held on March 26, 2025, to review the performance of Non-Independent Directors, the Chairperson, the Board collectively, and its committees. This meeting was conducted without the presence of Non-Independent Directors or members of the management. During this session, the Independent Directors also evaluated the quality, quantity, and timeliness of information provided to the Board to ensure it is adequate for effective decision-making.
Based on the insights gained from this evaluation, the Board will continue to refine its procedures, processes, and overall effectiveness, including the contribution of individual Directors, in the Financial Year 2024-25. These efforts are aimed at upholding the highest standards of Corporate Governance.
31. MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to the provisions of Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year under review is presented in a separate section and forms an integral part of this Annual Report.
32. COST RECORDS AND AUDIT
The maintenance of cost records and the requirement of cost audit, as prescribed under Section 148 of the Companies Act, 2013, are not applicable to the business activities carried out by the Company during the financial year.
33. DISCLOSURES PERTAINING TO THE
SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is firmly committed to providing a safe, respectful, and conducive working environment for all women employees. In line with this commitment, the Company has established a comprehensive policy for the prevention and prohibition of sexual harassment at the workplace.
This policy outlines measures to prevent and prohibit any acts of sexual harassment against women employees and sets forth the procedure for timely and effective redressal of complaints, if any, related to such incidents.
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 Complaint Committee (ICC) entrusted with the responsibility to receive, investigate, and resolve complaints of sexual harassment in a confidential and impartial manner.
Status of Complaints as on March 31, 2025:
|
Sr.
No.
|
Particulars
|
Number of Complaints
|
|
1
|
Number of Sexual Harassment Complaints filed during the financial year
|
Nil
|
|
2
|
Number of Sexual Harassment Complaints disposed of during the financial year
|
Nil
|
|
3
|
Number of Sexual Harassment Complaints pending beyond 90 days
|
Nil
|
34. PARTICULARS OF EMPLOYEES
Disclosures relating to remuneration and other details as mandated under Section 197(12) of the Companies Act, 2013, read with Rules 5(1), 5(2), and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, form part of this Report and are annexed hereto as Annexure VI.
Number of employees as on the closure of financial year:
Partic^acs No. of Employees
mate 1413
Female 300
Transgender 0
35. RISK MANAGEMENT
The Company remains firmly committed to a robust risk management framework, recognizing it as a critical
enabler of sustainable growth and long-term value creation. A proactive and structured approach is adopted to identify, assess, and manage potential risks across all areas of operations.
Our risk management strategy encompasses periodic risk assessments, implementation of effective mitigation controls, and a well-defined reporting and escalation mechanism. Key business risks, along with their mitigation plans, are integrated into the Company’s annual business planning process and are regularly reviewed as part of ongoing management oversight.
To further strengthen this framework, the Board of Directors has constituted a dedicated Risk Management Committee in compliance with the SEBI Listing Regulations. This Committee is responsible for monitoring the overall risk management system and ensuring the implementation of appropriate measures to address and mitigate identified risks effectively.
The Company has a policy on Risk Management, which is available on the Company’s website https://juniperhotels. com/wp-content/uploads/2024/04/Risk-Management- Policy.pdf
36. OTHER DISCLOSURES
The Board of Directors hereby states that no disclosure or reporting is required in respect of the following matters, as there were no transactions or activities pertaining to these during the Financial Year 2024-25:
a) No equity shares with differentialrights as to dividend, voting or otherwise were issued during the year.
b) The Company has not issued any shares, including sweat equity shares or shares under any Employee Stock Option Scheme (ESOP), to its employees.
c) There were no instances wherein voting rights were exercised by employees indirectly through any trust or otherwise.
d) The Statutory Auditor has not reported any instances of fraud under Section 143(12) of the Companies Act, 2013 in their Audit Report for the financial year 2024¬ 25; accordingly, the disclosure under Section 134(3) (ca) is not applicable.
e) No proceedings were initiated or pending under the Insolvency and Bankruptcy Code, 2016 during the year, and there were no instances of one-time settlement with any bank or financial institution.
f) The Company is in compliance with all applicable provisions of the Maternity Benefit Act, 1961.
37. ACKNOWLEDGEMENT
The Board of Directors expresses its sincere gratitude to the Company’s customers, vendors, investors, bankers, financial institutions, academic partners, regulatory authorities, stock exchanges, and all other stakeholders for their continued support and cooperation throughout the year.
The Directors also acknowledge the valuable support extended by the Government of India, various state governments, overseas governments, their respective agencies, and other regulatory bodies.
The Board further places on record its deep appreciation for the dedication, professionalism, and collaborative spirit demonstrated by the employees of the Company, whose efforts have been instrumental in driving its performance and growth.
For and on behalf of the Board of Directors Juniper Hotels Limited
Sd/-
Place: Mumbai Mr. Arun Kumar Saraf
Date: August 12, 2025 Chairman and Managing Director
DIN: 00339772
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