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Juniper Hotels Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 5334.49 Cr. P/BV 1.94 Book Value (Rs.) 123.65
52 Week High/Low (Rs.) 346/206 FV/ML 10/1 P/E(X) 74.85
Bookclosure 19/09/2024 EPS (Rs.) 3.20 Div Yield (%) 0.00
Year End :2025-03 

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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