Your Directors are pleased to present the Thirty Eighth (38^th) Annual Report on your Company''s operations and
performance together with the audited financial statements and the Auditor''s Report thereon for the financial
year ended March 31, 2026.

A. PERFORMANCE AND CAPITAL

I. Business Overview

Your Company is engaged in the business of owning, operating and managing hotels under the brands The
Park, The Park Collection, Zone by the Park, Zone Connect by the Park and Stop by Zone, alongside its
iconic F&B Brand, Flurys. As on March 31, 2026, the Company and its subsidiaries operated a portfolio of
42 hotels with 2,677 keys across 32 cities, comprising owned, leased and managed properties. During the
year under review, 7 properties aggregating 283 keys were added to the network.

II. Financial Highlights

The performance of the Company for the financial year ended March 31, 2026 on standalone and consolidated
basis is summarized below:

Financial Year 2025-26 was a defining year for the
Company''s financial performance. Your Company
crossed the I 700 crore revenue milestone for the
first time and maintained an industry leading 91%
year-round occupancy across the properties.

The consolidated total income for the year
ending March 31, 2026 was at I 713.00 Crores
against I 653.35 Crores of the previous year.

The Company retained its leadership position in
occupancy and RevPAR. The revenue from Food
& Beverages increased by 14.09% from I 266.30
Crores for FY25 to I 303.83 Crores for FY26.

III. Share Capital

The authorised share capital of the Company as
on March 31, 2026 stood at I 35,00,00,000 (Rupees
Thirty-Five Crore Only) divided into 35,00,00,000

(Thirty-Five Crore) equity shares of face value
of I 1/- each (Rupees One Only).

As on March 31, 2026, the issued, subscribed
and paid-up equity share capital of our Company
stood at I 21,33,74,246 (Rupees Twenty-One
Crore Thirty-Three Lakh Seventy-Four Thousand
Two Hundred Forty-Six Only) divided into
21,33,74,246 (Twenty-One Crore Thirty-Three
Lakh Seventy-Four Thousand Two Hundred
Forty-Six) equity shares of face value of I 1/- each
(Rupees One Only).

There has been no change in the paid-up share
capital of the Company from March 31, 2026 till
the date of this Report.

The entire shareholding of the Company is held in
dematerialised form.

IV. Transfer to Reserves

During the year, the Company has not transferred
any amount to General Reserve.

V. Dividend

As per Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (''the Listing Regulations''),
the top 1000 listed companies based on the
market capitalisation shall formulate a dividend
distribution policy. Accordingly, the Dividend
Distribution Policy was adopted by the Board
of Directors of the Company to set out the
parameters and circumstances that will be taken
into account by the Board in determining the
distribution of dividend to its shareholders and /
or retaining profits earned by the Company. The
dividend distribution policy is available on the
Company''s website athttps://www.theparkhotels.
com/investor-relations/images/site-specific/
corporate-site/dividend-distribution-policy.pdf.

In line with the above policy, your Directors have
recommended a final dividend of I 0.75 (i.e. 75%)
per equity share of I 1/- each for the financial year
ended March 31, 2026, subject to approval of
members at the ensuing Annual General Meeting
(''AGM''). The proposed dividend payout based on
the outstanding number of shares as on the date of
this report, will amount to approx. I 16.01 Crores.

The record date for determining the members
entitled to receive the final dividend for FY 2025-26,
will be Saturday, September 19, 2026. The final
dividend, if approved by the members at the AGM,
shall be credited within 30 days from the date of
the AGM. In view of the applicable provisions
of the Income Tax Act, 1961, dividend paid or
distributed by the Company shall be taxable in
the hands of the shareholders. Your Company
shall, accordingly, make the payment of the final
dividend after deduction of tax at source.

VI. Credit Rating

As on the date of this report, ICRA Limited rated
the Long term-Term Loan to ICRA A (Stable),
Long term - Fund-based working capital to ICRA
A (Stable), and Short Term -Non-Fund Based
limit to ICRA A1. Further, ICRA Limited rated the
Long term/Short term - Unallocated limit to ICRA
A (Stable)/ICRA A1.

VII. Deposits

During the financial year, the Company did not
accept any deposits, including from public under
Chapter V of the Act. Further, no amount of
principal or interest was outstanding as on the
balance sheet closure date.

B. BUSINESS AND GROUP STRUCTURE

I. Change in Nature of Business

There was no change in the business of Company
and its Subsidiary Companies during the Financial
Year 2025-26.

II. Subsidiaries, Associates and Joint Ventures

As on March 31, 2026, the Company has six
subsidiaries, namely, Apeejay Charter Private
Limited, Apeejay Hotels & Restaurants Private
Limited, Apeejay North-West Hotels Private
Limited, Zillion Hotels & Resorts Private Limited,
Fishermans Grove Resorts Private Limited and
Thali Hotels and Destinations Private Limited.

In terms of Rule 8(5)(iv) of the Companies
(Accounts) Rules, 2014, the following companies
became subsidiaries of the Company during the
financial year 2025-26. No company ceased to be
a subsidiary, joint venture or associate company
during the year.

i) Zillion Hotels and Resorts Private Limited, which
owns a hotel property at Juhu, Mumbai, with effect
from September 26, 2025.

ii) Fishermans Grove Resorts Private Limited and
Thali Hotels and Destinations Private Limited,
which own a hotel property in Kerala, with effect
from December 22, 2025.

The consideration, terms and accounting
treatment for these acquisitions are set out in the
Notes to the Financial Statements.

Pursuant to Section 129(3) of the Act, read with
Rule 5 of Companies (Accounts) Rules, 2014, a
statement containing salient features of financial
statements of subsidiaries in prescribed form
AOC-1, is annexed to the consolidated financial
statements of the Company which forms part
of this Annual Report. The said statement also
provides the details of performance and financial
position of each subsidiary, associate and joint
venture and their contribution to the overall
performance of the Company.

The Company does not have any joint venture
company or an associate company as on
March 31, 2026.

I n terms of the requirement of Section 136 of
the Act, the financial statements of each of
the subsidiary companies are available on the
Company''s website athttps://www.theparkhotels.
com/investor-relations/annual-reports.html.

The audited financial statements of each
subsidiary companies are available for inspection
at the Company''s registered office. The physical
copies of annual financial statements of the
subsidiary companies will also be made available
to the members of the Company upon request.

The Policy for determining material subsidiaries of
the Company is also provided on the Company''s
website athttps://www.theparkhotels.com/
images/site-specific/corporate-site/policv-on-
material-subsidiaries.pdf. Details of material
subsidiaries of the Company as per Regulation
16(1)(c) of Listing Regulations are disclosed in the
Report of Corporate Governance forming part of
this Annual Report.

C. BOARD, LEADERSHIP AND
GOVERNANCEI. Directors and Key Managerial
Personnel

Appointment, Re-appointment and
Resignation

During the Financial Year, the following changes
took place in the Board:

Appointments and Re-appointments

Mr. Karan Paul (DIN: 00007240), Director of the
Company, retires by rotation at the forthcoming
Annual General Meeting and being eligible offer
himself for re-appointment and an appropriate
resolution has also been included as part of the
Notice convening the forthcoming Annual General
Meeting. The Board, on the recommendation of
the Nomination and Remuneration Committee,
recommended his re-appointment at the
ensuing AGM.

The Board, by way of Circular Resolution passed on
March 26, 2026, based on the recommendation of
the Nomination and Remuneration Committee and
subject to the approval of shareholders, appointed
Mr. Raveesh Kumar Bhatia (DIN: 11618896) as an
Additional Director in the capacity of Independent
Director of the Company for a term of five (5) years
with effect from March 27, 2026, upto March 26,
2031. Approval of shareholders was obtained by
Postal Ballot by way of E-Voting, which concluded
on June 13, 2026 and Scrutiniser''s Report was
submitted on June 16, 2026.

Retirement and Resignation

Mr. Suresh Kumar (DIN: 02741371), Independent
Director and Chairperson of Audit and Risk
Management Committee, retired from the
Board with effect from the close of business
hours on March 28, 2026, upon completion of his
stipulated tenure. The Board placed on record its
appreciation for the immense benefit the Company
has gained from Mr. Kumar as a mentor and a guide
to the Company and for giving his valuable time
despite his busy schedule and contributing to the
successful IPO of the Company.

During the Financial Year, there was no change in
the Key Managerial Personnel.

I n the opinion of the Board, all the directors,
including the aforesaid directors, possess the
requisite qualifications, experience, expertise,
proficiency and hold high standards of integrity.

Brief resume, nature of expertise, disclosure of
relationships between directors inter-se, details
of directorships and Committee membership held
in other companies of the Directors proposed
to be appointed/re-appointed, along with their
shareholding in the Company, as stipulated under
Secretarial Standard-2 and Regulation 36 of the
Listing Regulations, is appended as an Annexure
to the Notice of the ensuing AGM.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the
Act, the Key Managerial Personnel of the Company
as on March 31, 2026, are:

1. Mr. Vijay Dewan, Managing Director;

2. Ms. Priya Paul, Whole Time Director;

3. Mr. Atul Khosla, Chief Financial Officer; and

4. Ms. Shalini Keshan, Company Secretary and
Compliance Officer.

II. Annual Declarations from Independent
Directors

Pursuant to Section 149(7) of the Act, the Company
has received declarations from all the Independent
Directors of the Company confirming that they
meet the criteria of independence as prescribed
under Section 149(6) of the Act, as amended,
read with Rules framed thereunder and Regulation
16(1)(b) of the Listing Regulations. In terms of
Regulation 25(8) of the 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 external influence and
that they are independent of the management.

The Independent Directors have also confirmed
that they have complied with the Company''s Code
of Conduct and that they are registered on the
databank of Independent Directors maintained
by the Indian Institute of Corporate Affairs. The
Directors have further confirmed that they are not
debarred from holding the office of director under
any SEBI order or any other such authority.

The Board is of the opinion that all the
Independent Directors are persons of integrity
and possess relevant expertise and experience
and their continued association as Directors will
be of immense benefit and in the best interest of
the Company.

The Board of Directors of the Company have
taken on record the aforesaid declaration
and confirmation submitted by the
Independent Directors.

III. Nomination, Remuneration and Board
Diversity Policy

The Board of Directors recognises that diversity
in background, gender, age, geographical
representation, skills, knowledge and viewpoints
enhances decision-making and supports long¬
term sustainable growth. We are committed to
fostering an inclusive boardroom culture and
maintaining a composition that reflects the
diversity of the global community we serve.

I n line with Section 178 of the Companies Act
and the SEBI Listing Regulations, the Board
has implemented a Policy on Nomination,
Remuneration and Board Diversity. This policy
outlines the principles for appointing Directors,
Key Managerial Personnel (KMPs), Senior
Management and other designated employees,
along with guidelines for their remuneration
structure and related disclosures.

During the reporting year, the Company undertook
a thorough review of this Policy to ensure that
the remuneration framework for Non-Executive
Independent Directors aligns with leading
global standards. The Policy can be accessed at
https://www.theparkhotels.com/pdf/policy-on-
nomination--remuneration---board-diversity.pdf.

IV. Familiarisation Programme

In terms of Regulation 25(7) of the Listing
Regulations, the Company familiarizes its
Directors about their role and responsibilities at
the time of their appointment through a formal
letter of appointment. The format of the letter
of appointment/re-appointment is available on
our website athttps://www.theparkhotels.com/
images/site-specific/corporate-site/policv-on-
familiarization-of-independent-directors.pdf.

V. Annual Board Evaluation

In terms of the provisions of Section 178 of the Act
read with Rules issued thereunder and Regulation
19 read with Part D of Schedule II of the Listing
Regulations, the Board of Directors in consultation
with Nomination and Remuneration Committee
has formulated a framework for evaluation of the
Board, Board Committees and Individual Directors
including the Independent Directors, Chairman
and Managing Director & Chief Executive Officer.

During the financial year, customized
questionnaires were distributed to all Board
members, and their responses were analyzed.
The results were discussed by the Board, and
recommendations from the evaluation process
were considered to enhance the Board''s
effectiveness. A detailed update on the Board
Evaluation is included in the Corporate Governance
report within this Annual Report.

VI. Board Committees and Meetings of
the Board

I n compliance with the statutory requirements
and best practices, the Company has constituted
various committees viz. Audit & Risk Management
Committee, Nomination and Remuneration
Committee, Stakeholders’ Relationship
Committee, and Corporate Social Responsibility
(CSR) Committee.

Apart from the above Committees, the Company
has also formulated operating Committee viz.
Committee of Directors to handle day to day
operational matters of the Company.

During the year under review, all the
recommendations made by the Committees of
the Board, including the Audit & Risk Management
Committee, were accepted by the Board.

The Board of Directors met four times during the
financial year 2025-26. A detailed update on the
Board, its composition, governance of various
Board Committees including their detailed

charters and terms of reference, number of Board
and Committee meetings held during FY 2025-26
and attendance of the Directors thereat, is
provided in the Report on Corporate Governance,
which forms part of this Annual Report.

During the financial year 2025-26, the Company
held four Board Meetings on May 26, 2025,
August 08, 2025, November 11, 2025 and February
04, 2026 respectively. The intervening gap between
any two consecutive Board Meetings did not exceed
120 days, as required under Section 173 of the Act
and Regulation 17(2) of the Listing Regulations.

VII. Corporate Governance

The Company is committed to maintain the highest
standard of corporate governance and adopting
the best corporate governance practices adhering
to the provisions of the Listing Regulations. A
detailed report on the Corporate Governance
pursuant to the requirements of the Listing
Regulations forms part of the Annual Report.

A certificate from the Statutory Auditors of the
Company, S.R. Batliboi & Co. LLP, Chartered
Accountants, confirming compliance of conditions
of corporate governance as stipulated in the
Listing Regulations is annexed as Annexure-E to
this report.

D. ASSURANCE, RISK AND CONTROL
I. Auditors and Auditors’ Report

Statutory Auditors

In terms of the provisions of Section 139 of the Act,
the members of the Company at the 34^th Annual
General Meeting (''AGM'') held on September 29,
2022, approved the re-appointment of M/s S.R.
Batliboi & Co. LLP, Chartered Accountants (Firm
Registration No. 301003E/E-300005), as the
statutory auditors of the Company for a second
term of five consecutive years to hold office until
the conclusion of the 39^th AGM of the Company to
be held in the year 2027.

Further, they are qualified to continue as
Statutory Auditors of the Company and satisfy the
independence criteria in terms of the applicable
provisions of the Act and Code of Ethics issued by
the Institute of Chartered Accountants of India.

Statutory Auditors’ Report

The Board has duly examined the Statutory
Auditors'' Report to the financial statements, which

are self-explanatory. The clarifications, wherever
necessary, have been included in the Notes to
financial statements section of this Annual Report.
The report does not contain any observation,
disclaimer, qualification, or adverse remarks.

The auditors have not reported any fraud u/s
143(12) of the Act, and therefore, no details are
required to be disclosed under Section 134(3)(ca)
of the Act.

Secretarial Auditor

In accordance with the provisions of Section 204
of the Companies Act, 2013 and Regulation 24A
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, M/s Sushil Tiwari
& Associates, Practicing Company Secretary,
were appointed as the Secretarial Auditors of
the Company for a term of five consecutive years
commencing from the financial year 2025-26
up to the financial year 2029-30, pursuant to
the approval of the shareholders at the Annual
General Meeting.

The Secretarial Auditor has conducted the
Secretarial Audit of the Company for the financial
year ended March 31, 2026, and submitted the
Secretarial Audit Report to the Board of Directors
on the compliance of the applicable provisions of
the Companies Act, 2013, SEBI Regulations and
other applicable laws. The Secretarial Audit Report
does not contain any qualification, reservation,
adverse remark or disclaimer. The said firm holds
a valid peer review certificate issued by the
Institute of Company Secretaries of India and has
confirmed its eligibility and independence. The
Secretarial Audit Report forms part of this Report
and is annexed herewith as Annexure-A.

Further, pursuant to Regulation 24A of the SEBI
Listing Regulations, M/s Sushil Tiwari & Associates,
Practicing Company Secretary, have also issued
the Annual Secretarial Compliance Report for the
financial year ended March 31, 2026, confirming
compliance by the Company with the applicable
SEBI Regulations and circulars/guidelines
issued thereunder.

Internal Auditors

Pursuant to the provisions of Section 138 of
the Act, the Company has appointed M/s. A.
Mukhopadhyay & Co., Chartered Accountants
and M/s S S Kothari Mehta & Co. LLP, Chartered
Accountants, as the Joint Internal Auditors for
Financial Year 2025-26 for conducting internal
audit of the Company.

Cost Auditors

Maintenance of cost records as specified by the
Central Government under Section 148 (1) of the
Act is not applicable to the Company.

II. Risk Management

The Company has in place a mechanism to
identify, evaluate and mitigate the operational,
strategic and external environment risks to key
business objectives. The Company fulfills its legal
requirements as per the statute in monitoring
and mitigating the risks through regular review of
its overall operations and improving work place
safety continues to be the top priority. As of now,
the Directors do not envisage any element of risk
which may threaten the existence of the Company.

The Board of Directors has constituted the Audit &
Risk Management Committee to identify key risks
across the Company and prioritise relevant action
plans to mitigate these risks. The Risk Management
framework is reviewed periodically by the Board
and the Audit & Risk Management Committee.

The details pertaining to the composition,
meetings and terms of reference of the Audit &
Risk Management Committee are included in the
Report on Corporate Governance which forms
part of the Annual Report.

III. Internal Financial Control

As required under Section 134(3)(q) of the
Companies Act 2013 read with Rule 8(5)(viii) of
Companies (Accounts) Rules, 2014, the Company
has in place proper and adequate internal financial
control system commensurate with the size, scale,
complexity and nature of its business operations.
Proper policies and procedures are adopted
ensuring the orderly and efficient conduct of
business, including safeguarding of its assets,
prevention and detection of errors and frauds,
accuracy and completeness of the accounting
records and timely preparation of reliable financial
information and the same is reviewed at regular
intervals depending upon situation of business
of the Company. The Company''s management
has assessed the effectiveness of the Company''s
internal financial control over financial reporting
as of March 31, 2026. The Statutory Auditors of
the Company have, in their Report on Internal
Financial Control, certified that the same are
adequate in all material respects.

Present internal financial control measures are
tested over time and no material reportable
weakness in the design or operation was
observed. The Internal financial controls of the

Company have been further discussed in detail in
the Management Discussion & Analysis section.

IV. Vigil Mechanism

The Company has a Vigil Mechanism - a Whistle
Blower Policy in place for its Directors and
employees to report concerns and issues in
accordance with Section 177(9) of the Companies
Act, 2013. In terms of the said Policy, the
directors and employees of the Company can
make protected disclosures through a letter
to the Ethics Counsellor or to the Chairman
of the Audit & Risk Management Committee.
The Whistle Blower Policy of the Company is
disclosed on the Company''s website athttps://
www.theparkhotels.com/images/site-specific/
corporate-site/whistle-blower-policv.pdf.

During the year ended on March 31, 2026, the
Company did not receive any complaint under
the scheme.

V. Prevention of Sexual Harassment at
Workplace

The Company has in place the requisite Internal
Complaints Committee as envisaged in the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 for providing
a redressal mechanism pertaining to sexual
harassment of employees at workplace. During
the financial year 2025-26, fifteen complaints were
received and disposed off within the statutory
period and no complaints were pending as at
March 31, 2026.

Further, details regarding the policy, including the
details of the complaints received and disposed-
off are provided in the Report on Corporate
Governance and Business Responsibility &
Sustainability Report, which forms part of this
Annual Report.

E. PEOPLE, COMMUNITY AND
SUSTAINABILITYI. Human Resources

Your Company regards its people as central
to the delivery of its guest proposition. As on
March 31, 2026, the Company had 2366 employees
on its rolls. During the year, the Company continued
to invest in training, leadership development
and workplace diversity, and industrial relations
remained cordial. A detailed discussion on human
capital forms part of the Management Discussion
and Analysis and the Business Responsibility and
Sustainability Report.

II. Employee Stock Option Plan

As on March 31, 2026, the Company has Employee
Stock Option Plan 2023 in place to retain
the talented employees with the approval of
Shareholders of the Company. The said scheme
is in compliance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 (''ESOP Regulations''). The Nomination
and Remuneration Committee monitors the
Company''s ESOP scheme.

Pursuant to the provisions of SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021, a disclosure with respect to ESOP Plan of
the Company as on March 31, 2026, is available
on the website of the Company athttps://www.
theparkhotels.com/investor-relations/corporate-
governance.html.

During the year under review, there were no
material changes in the aforesaid ESOP Scheme
of the Company and the ESOP scheme is in
compliance with SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021. A
certificate from Mr. Arup Kumar Roy, Practicing
Company Secretary, Kolkata, certifying that the
scheme(s) are implemented in accordance with
the ESOP Regulations and the resolutions passed
by the Members of the Company, are available for
inspection by the Members in electronic mode
and copies of the same will also be available for
inspection at the registered office of the Company
and during the AGM.

III. Corporate Social Responsibility

Your Company is committed to creating long-term
sustainable value by aligning social initiatives with
business objectives. Since inception, giving back
to the communities that support our growth has
been a priority.

In accordance with the provisions of Section 135 of
the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Company
has in place a Corporate Social Responsibility Policy
recommended by Corporate Social Responsibility
(CSR) Committee and approved by the Board. The
Policy is available on the website of the Company
athttps://www.theparkhotels.com/images/site-
specific/corporate-site/csr-policy.pdf.

In terms of applicable provisions of Section 135 of
the Act, the Company was obligated to contribute
an amount of I 1.996 Crores towards CSR activities
during FY 2025-26. Out of the said amount, I 0.53
crores was spent during the year and the unspent
amount of I 1.46 crores has been dealt with in

accordance with Sections 135(5) and 135(6) of
the Act.

The details of the Policy and the Annual Report on
Corporate Social Responsibility (CSR) activities
for the financial year 2025-26 are given in the
statement attached to this Report and marked as
Annexure-B.

The details pertaining to the composition, meetings
and terms of reference of the CSR Committee are
included in the Report on Corporate Governance
which forms part of the Annual Report.

IV. Business Responsibility and
Sustainability Report

Pursuant to Regulation 34 of the SEBI Listing
Regulations, the Business Responsibility &
Sustainability Report (''BRSR'') on initiatives taken
from an environmental, social and governance
perspective in the prescribed format, is available
as a separate section of this Integrated Annual
Report and on the Company''s website viz.https://
www.theparkhotels.com/investor-relations/
annual-reports.html.

V. Management Discussion and Analysis
Report

Pursuant to Regulation 34(2)(e) of the Listing
Regulations, a detailed Management Discussion
and Analysis Report for the Financial Year under
review is presented in a separate section, forming
part of the Annual Report.

F. STATUTORY DISCLOSURES AND
AFFIRMATIONSI. Related Party Transactions

All transactions with Related Parties, as defined
under the Companies Act, 2013, were entered into
in the ordinary course of business and on an arm''s
length basis and do not attract the provisions
of Section 188 of the Act. During the year, the
Company had not entered into any contract/
arrangement/transactions with Related Parties
which could be considered as material. Thus,
disclosure in Form AOC-2 is not required.

In accordance with Indian Accounting Standards
(Ind AS-24), the details of Related Party
Transactions are set out in the Notes to the
Standalone & Consolidated Financial Statements.

A detailed note on the procedure adopted by
the Company in dealing with contracts and
arrangements with Related Parties is provided in

the Report on Corporate Governance, which forms
part of the Annual Report.

The Policy on the Related Party Transactions
is available on the website of the Company at
https://www.theparkhotels.com/images/site-
specific/corporate-site/policv-on-related-partv-
transactions.pdf.

II. Particulars of Employees

Disclosures relating to remuneration of Directors
and Employees u/s 197(12) of the Companies
Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed as
Annexure-D to this report.

In terms of the first proviso to Section 136(1) of
the Act, the Annual Report is being sent to the
members excluding the particulars of employees
required under Rule 5(2) and Rule 5(3). The said
information is available for inspection at the
registered office up to the date of the AGM and
any member may obtain a copy on request to the
Company Secretary.

III. Extract of Annual Return

As required pursuant to Section 92(3) of the
Companies Act, 2013 read with rules made
thereunder, the Annual Return of the Company in
Form MGT-7 has been placed on the website of
the Company,https://www.theparkhotels.com/
investor-relations/annual-reports.html.

The Annual Return will be electronically submitted
to the Registrar of Companies within the timelines
prescribed under the Act.

IV. Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and
Outgo

The details of energy conservation, technology
absorption and foreign exchange earnings and
outgo as required under Section 134(3) of the
Companies Act, 2013, read with the Rule 8 of
Companies (Accounts) Rules, 2014 is annexed
herewith as Annexure-C to this report.

V. Loans, Guarantees or Investments

Particulars of loans given, investment made,
guarantees given, if any, and the purpose for
which the loan or guarantee and investment is
proposed to be utilized are provided in the Notes
to Financial Statement.

VI. Adherence to the Secretarial Standards

During the financial year 2025-26, the Company
has complied with the applicable provisions of the
Secretarial Standards (SS-1 and SS-2) relating to
''Meetings of the Board of Directors'' and ''General
Meetings'' issued by the Institute of Company
Secretaries of India and notified by Ministry of
Corporate Affairs in terms of the provisions of
Section 118 of the Act.

VII. Transfer of Amount to Investor
Education and Protection Fund

There are no unclaimed dividends during the past
seven years. Therefore, the Company was not
required to transfer any amount and/or shares to
the Investor Education and Protection Fund.

I n accordance with Rule 7(2A) of the Investor
Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016, Ms. Shalini Keshan, Company Secretary and
Compliance Officer, has been appointed as the
Nodal Officer of the Company.

VIII. Dematerialisation of Shares

The Equity Shares of the Company are registered
with National Securities Depository Ltd. (NSDL)
& Central Depository Services (India) Limited
(CDSL) for having the facility of Dematerialization
of shares and its ISIN is INE988S01028.

IX. Material Changes and Commitments

There were no material changes or commitments
affecting financial position of the Company
occurring between the dates of financial statement
& the Board''s Report.

X. Maintenance of Cost Records and
Cost Audit

The Central Government has not mandated
maintenance of cost records in respect of
products/services of the Company under
Section 148(1) of the Companies Act, 2013 and
accordingly such accounts and records are not
required to be maintained.

XI. Significant and/or Material Orders,
if any

During the year, no significant and/or material
order was passed by any Regulator, any Court in
India or any Tribunal impacting the going concern
status and the Company''s operations in future.

XII. Statement Containing Additional
Information as Required under
Schedule V of the Act

A statement containing additional information, as
required under Clause IV of Section II of Part II
of Schedule V of the Companies Act, 2013, is
provided in the Report on Corporate Governance,
which forms part of this Annual Report.

XIII. Compliance with Maternity Benefit
Act, 1961

The Company is compliant with the applicable
provisions of the Maternity Benefit Act, 1961 and
has policies, systems and processes in place to
ensure ongoing compliance.

XIV. Other Disclosures

There is no proceeding pending under the
Insolvency and Bankruptcy Code, 2016.

There was no instance of onetime settlement with
any Bank or Financial Institution.

The Company does not have any holding company.

The Managing Director and the Chairperson of
the Company do not receive any remuneration or
commission from the subsidiary companies.

The other disclosures not commented upon in this
report, pursuant to Section 134 of the Companies
Act, 2013 read with rules, are not applicable to the
Company for the financial year under review.

XV. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act,
2013, the Directors to the best of their knowledge
and belief confirm that;

I. i n preparation of the annual accounts, the
applicable accounting standards had been

followed along with proper explanations
relating to material departures;

II. the Directors had selected such accounting
policies and 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 profit of the company for that period;

III. the Directors had taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provision of this Act for safeguarding the
assets of the Company and for detecting
fraud and other irregularities;

IV. the Directors had prepared the annual
accounts on a going concern basis;

V. the Directors had laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and were operating effectively; and

VI. the Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

APPRECIATION

The Board wishes to place on record its sincere
appreciation and gratitude to the Government of India
and State Governments, various Government Agencies
and Regulatory Authorities, Banks, other business
associates, vendors and the valued customers for their
continued support and confidence in the Company.
Your Directors also take this opportunity to thank
all employees for sharing the Company''s vision and
philosophy and for their commitment, dedication and
co-operation.

For and on behalf of the Board of Directors of

Date : May 26, 2026 Priya Paul Vijay Dewan

Place: Delhi Chairperson & Whole Time Director Managing Director

DIN:00051215 DIN:00051164

Your Directors are pleased to present the Thirty Seventh (37^th) Annual Report on your Company''s operations
and performance together with the audited financial statements and the Auditor''s Report thereon for the
financial year ended March 31, 2025.

BUSINESS OVERVIEW
Financial highlights

The performance of the Company for the financial year ended March 31, 2025 on standalone and consolidated
basis is summarised below:

India''s hospitality and tourism sector experienced
a significant growth in the year 2024-25, fuelled
by increased foreign tourist arrivals, domestic
travel and government initiatives. Your Company
achieved the highest EBIDTA of INR 226.42 Crores
to be among the best performing in the country. The
Company reported a net profit of INR 83.60 Crores
in comparison with a net profit of INR 68.77 Crores in
the previous year.

The consolidated total income for the year ending
March 31, 2025 was at INR 653.35 Crores against INR
591.71 Crores of the previous year.

The Company retained its leadership position in
occupancy and RevPAR. The revenue from Food
& Beverages increased by 6.15% from INR 250.88
Crores for FY24 to INR 266.30 Crores for FY25.

Share capital

The authorised share capital of the Company as on
March 31, 2025 stood at INR 35,00,00,000 (Rupees
Thirty-Five Crore Only) divided into 35,00,00,000
(Thirty-Five Crore) equity shares of face value of
INR 1/- each (Rupees One Only).

As on March 31, 2025, the issued, subscribed and
paid-up equity share capital of our Company stood at
INR 21,33,74,246 (Rupees Twenty-One Crore Thirty-
Three Lakh Seventy-Four Thousand Two Hundred
Forty-Six Only) divided into 21,33,74,246 (Twenty-
One Crore Thirty-Three Lakh Seventy-Four Thousand
Two Hundred Forty-Six Crore) equity shares of face
value of INR 1/- each (Rupees One Only).

There has been no change in the paid-up share capital
of the Company from March 31, 2025 till the date of
this Report.

The entire shareholding of the Company is held in
dematerialised form.

Dividend

As per Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (''the
Listing Regulations''), the top 1000 listed companies
based on the market capitalisation shall formulate a
dividend distribution policy. Accordingly, the Dividend
Distribution Policy was adopted by the Board of
Directors of the Company to set out the parameters
and circumstances that will be taken into account by

the Board in determining the distribution of dividend
to its shareholders and / or retaining profits earned
by the Company. The dividend distribution policy is
available on the Company''s website at https://www.
theparkhotels.com/investor-relations/images/site-
specific/corporate-site/dividend-distribution-policy.
pdf.

In line with the above policy, your Directors have
recommended a final dividend of INR 0.50 (i.e. 50%)
per equity share of INR 1 each for the financial year
ended March 31, 2025, subject to approval of members
at the ensuing Annual General Meeting (''AGM''). The
proposed dividend payout based on the outstanding
number of shares as on the date of this report, will
amount to approx. INR 106.687 million.

The record date for the purpose of payment of
final dividend for the FY 2024-25, will be Friday,
September 19, 2025. In view of the applicable
provisions of the Income Tax Act, 1961, dividend paid
or distributed by the Company shall be taxable in
the hands of the shareholders. Your Company shall,
accordingly make the payment of the final dividend
after deduction of tax at source.

Change in nature of business

There was no change in the business of Company and
its Subsidiary Companies during the Financial Year
2024-25.

Material changes & commitments

There were no material changes or commitments
affecting financial position of the Company occurring
between the dates of financial statement & the
Board''s Report.

Transfer to reserves

During the year, the Company has not transferred any
amount to General Reserve.

Deposits

During the financial year, the Company did not
accept any deposits, including from public under
Chapter V of the Act. Further, no amount of principal
or interest was outstanding as on the balance sheet
closure date.

Transfer of amount to investor education
and protection fund

There are no unclaimed dividends during the past
seven years. Therefore, the Company was not required
to transfer any amount and/or shares to the Investor
Education and Protection Fund.

Loans, guarantees or investments

Particulars of loans given, investment made,
guarantees given, if any, and the purpose for
which the loan or guarantee and investment is
proposed to be utilised are provided in the Notes to
Financial Statement.

Board committees and meetings of the
board & board committees

In compliance with the statutory requirements and
best practices, the Company has constituted various
committees viz. Audit & Risk Management Committee,
Nomination and Remuneration Committee,
Stakeholders'' Relationship Committee, and Corporate
Social Responsibility (CSR) Committee.

Apart from the above Committees, the Company has
also formulated operating Committee viz. Committee
of Directors to handle day to day operational matters
of the Company.

During the year under review, all the recommendations
made by the Committees of the Board, including the
Audit Committee, were accepted by the Board.

The Board of Directors met five times during the financial
year 2024-25. A detailed update on the Board, its
composition, governance of various Board Committees
including their detailed charters and terms of reference,
number of Board and Committee meetings held during
FY 2024-25 and attendance of the Directors thereat,
is provided in the Report on Corporate Governance,
which forms part of this Annual Report.

During the financial year 2024-25, the Company held
five Board Meetings on April 26, 2024, May 28, 2024,
August 14, 2024, November 11, 2024 and February 08,
2025 respectively.

Auditors and auditors’ report

Statutory auditors

In terms of the provisions of Section 139 of the Act,
the members of the Company at the 34^th Annual
General Meeting (''AGM'') held on September 29, 2022,
approved the re-appointment of M/s S.R. Batliboi &
Co. LLP, Chartered Accountants (Firm Registration
No. 301003E / E-300005), as the statutory auditors
of the Company for a second term of five consecutive
years to hold office until the conclusion of the 39^th
AGM of the Company to be held in the year 2027.

Further, they are qualified to continue as Statutory
Auditors of the Company and satisfy the independence
criteria in terms of the applicable provisions of the
Act and Code of Ethics issued by the Institute of
Chartered Accountants of India.

Statutory auditors’ report

The Board has duly examined the Statutory Auditors''
Report to the financial statements, which are self¬
explanatory. The clarifications, wherever necessary,
have been included in the Notes to financial statements
section of this Annual Report. The report does not
contain any observation, disclaimer, qualification, or
adverse remarks.

The auditors have not reported any fraud u/s 143(12)
of the Act, and therefore, no details are required to be
disclosed under Section 134(3)(ca) of the Act.

Secretarial auditor

In accordance with the provisions of Section 204
of the Act, the Company had appointed Mr. Arup
Kumar Roy, Practicing Company Secretary, Kolkata
as Secretarial Auditor for the Financial Year ended
March 31, 2025.

The Secretarial Auditor has submitted his report to the
Board of Directors on the compliance of the Company
to all the applicable provisions. The Secretarial Audit
Report does not contain any qualification, reservation
or adverse remarks. The Secretarial Auditor''s Report
forms part of this Report and marked as Annexure-A.

Further, in terms of the regulatory requirements,
Mr. Arup Kumar Roy, Practicing Company Secretary,
has issued the Annual Secretarial Compliance Report,
confirming compliance by the Company of the
applicable SEBI regulations and circulars/guidelines
issued thereunder.

Pursuant in term of recent amendment in Regulation
24A of the SEBI Listing Regulations, the Board of
Directors of the Company at their meeting held on
May 26, 2025, approved the appointment of M/s
Sushil Tiwari & Associates, Practicing Company
Secretary, as the Secretarial Auditors of the Company
for a term of five consecutive years commencing
from the financial year 2025-26 to hold office until
the conclusion of the 42^nd AGM of the Company to
be held in the year 2030, subject to approval of the
shareholders in the ensuing Annual General Meeting.
The necessary resolution for the appointment of
M/s Sushil Tiwari & Associates, Practicing Company
Secretary, forms part of the Notice convening the
forthcoming Annual General Meeting.

Internal auditors

Pursuant to the provisions of Section 138 of the
Act, the Company has appointed M/s. Ray Das &
Gupta (Firm Registration No. 316182E), Chartered
Accountants and M/s S S Kothari Mehta & Co. LLP,
Chartered Accountants as the Internal Auditors for
Financial Year 2024-25 for conducting internal audit
of the Company.

Cost auditors

Maintenance of cost records as specified by the
Central Government under Section 148 (1) of the Act
is not applicable to the Company.

Subsidiaries, associates and joint
ventures

As on March 31, 2025, the Company has three
Subsidiaries, namely, Apeejay Charter Private Limited,
Apeejay Hotels & Restaurants Private Limited and
Apeejay North-West Hotels Private Limited.

Pursuant to Section 129(3) of the Act, read with Rule
5 of Companies (Accounts) Rules, 2014, a statement
containing salient features of financial statements of
subsidiaries in prescribed form AOC-1, is annexed to
the consolidated financial statements of the Company
which forms part of this Annual Report. The said
statement also provides the details of performance
and financial position of each subsidiary, associate
and joint venture and their contribution to the overall
performance of the Company.

The Company does not have any joint venture company
or an associate company as on March 31, 2025.

In terms of the requirement of Section 136 of the Act,
the financial statements of each of the subsidiary
companies are available on the Company''s website at
https://www.theparkhotels.com/investor-relations/
annual-reports.html.

The audited financial statements of each subsidiary,
associate and joint venture companies are available
for inspection at the Company''s registered office. The
physical copies of annual financial statements of the
subsidiary companies will also be made available to
the members of the Company upon request.

The Policy for determining material subsidiaries of
the Company is also provided on the Company''s
website at https://www.theparkhotels.com/images/
site-specific/corporate-site/policy-on-material-
subsidiaries.pdf. Details of material subsidiaries of
the Company as per Regulation 16(1)(c) of Listing
Regulations are disclosed in the Report of Corporate
Governance forming part of this Annual Report.

Directors & key managerial personnel

Appointment, re-appointment and resignation

During the Financial Year, the following changes took
place in the Board:

Appointments and re-appointments

Ms. Priya Paul (DIN: 00051215), Whole Time Director
of the Company, retires by rotation at the forthcoming
Annual General Meeting and being eligible offer

herself for re-appointment and an appropriate
resolution has also been included as part of the Notice
convening the forthcoming Annual General Meeting.
The Board, on the recommendation of the Nomination
and Remuneration Committee, recommended her
reappointment at the ensuing AGM.

Ms. Priya Paul, Whole Time Director of the Company,
completed her present term on May 31, 2025. The
Board at its meeting held on February 08, 2025
based on the recommendation of the Nomination
and Remuneration Committee and subject to the
approval of shareholders, has re-appointed Ms. Priya
Paul as the Whole Time Director of the Company for
a further term of five (5) years with effect from June
01, 2025. Approval of shareholders was obtained by
Postal Ballot by way of E-Voting, which concluded on
May 04, 2025 and Scrutiniser''s Report was submitted
on May 06, 2025.

The Board at its meeting held on February 08, 2025
based on the recommendation of the Nomination
and Remuneration Committee and subject to the
approval of shareholders, appointed Mr. Ranjit Kumar
Pachnanda (DIN: 03358887) as an Independent
Director of the Company for a term of five (5) years
with effect from February 15, 2025. Approval of
shareholders was obtained by Postal Ballot by way
of E-Voting, which concluded on May 04, 2025 and
Scrutiniser''s Report was submitted on May 06, 2025.

Retirement and resignation

Mr. Debanjan Mandal (DIN: 00469622), Independent
Director, retired from the Board with effect from the
close of business hours on February 20, 2025, upon
completion of his second term of office. The Board
placed on record its appreciation for the immense
benefit the Company has gained from Mr. Mandal as
a mentor and a guide to the Company and for giving
his valuable time despite his busy schedule and
contributing to the successful IPO of the Company.

During the Financial Year, there was no change in the
Key Managerial Personnel.

In the opinion of the Board, all the directors, including
the aforesaid directors, possess the requisite
qualifications, experience, expertise, proficiency and
hold high standards of integrity.

Brief resume, nature of expertise, disclosure of
relationships between directors inter-se, details
of directorships and Committee membership held
in other companies of the Directors proposed
to be appointed/ re-appointed, along with their
shareholding in the Company, as stipulated under
Secretarial Standard- 2 and Regulation 36 of the
Listing Regulations, is appended as an Annexure to
the Notice of the ensuing AGM.

Key managerial personnel (KMP)

Pursuant to the provisions of Section 203 of the Act,
the Key Managerial Personnel of the Company as on
March 31, 2025, are:

1. Mr. Vijay Dewan, Managing Director;

2. Ms. Priya Paul, Whole Time Director;

3. Mr. Atul Khosla, Chief Financial Officer; and

4. Ms. Shalini Keshan, Company Secretary and
Compliance Officer.

Credit rating

As on the date of this report, ICRA Limited rated the
Long-Term Rating to [ICRA]A (Stable), Long term -
Fund-based working capital rating to [ICRA]A , and
Short Term -Non-Fund Based limit rating to [ICRA]A1.
Further, ICRA Limited rated the Long term/Short term
- Unallocated limit to [ICRA]A (Stable)/[ICRA]A1.

Annual declarations from independent
directors

Pursuant to Section 149(7) of the Act, the Company
has received declarations from all the Independent
Directors of the Company confirming that they
meet the criteria of independence as prescribed
under Section 149(6) of the Act, as amended, read
with Rules framed thereunder and Regulation 16(1)
(b) of the Listing Regulations. In terms of Regulation
25(8) of the 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
external influence and that they are independent of
the management.

The Independent Directors have also confirmed that
they have complied with the Company''s Code of
Conduct and that they are registered on the databank
of Independent Directors maintained by the Indian
Institute of Corporate Affairs. The Directors have
further confirmed that they are not debarred from
holding the office of director under any SEBI order or
any other such authority.

The Board is of the opinion that all the Independent
Directors are persons of integrity and possess
relevant expertise and experience and their continued
association as Directors will be of immense benefit
and in the best interest of the Company.

The Board of Directors of the Company have taken
on record the aforesaid declaration and confirmation
submitted by the Independent Directors.

Nomination, remuneration and board
diversity policy

The Board of Directors recognises that diversity
in background, gender, age, geographical
representation, skills, knowledge and viewpoints
enhances decision-making and supports long-term
sustainable growth. We are committed to fostering
an inclusive boardroom culture and maintaining a
composition that reflects the diversity of the global
community we serve.

In line with Section 178 of the Companies Act
and the SEBI Listing Regulations, the Board has
implemented a Policy on Nomination, Remuneration
and Board Diversity. This policy outlines the
principles for appointing Directors, Key Managerial
Personnel (KMPs), Senior Management and other
designated employees, along with guidelines for their
remuneration structure and related disclosures.

During the reporting year, the Company undertook
a thorough review of this Policy to ensure that
the remuneration framework for Non-Executive
Independent Directors aligns with leading global
standards. The Policy can be accessed at https://
www.theparkhotels.com/pdf/policy-on-nomination--
remuneration---board-diversity.pdf.

Familiarisation programme

In terms of Regulation 25(7) of the Listing Regulations,
the Company familiarises its Directors about their role
and responsibilities at the time of their appointment
through a formal letter of appointment. The format of
the letter of appointment/re-appointment is available
on our website at https://www.theparkhotels.com/
images/site-specific/corporate-site/policy-on-
familiarization-of-independent-directors.pdf.

Annual board evaluation

In terms of the provisions of Section 178 of the Act
read with Rules issued thereunder and Regulation
19 read with Part D of Schedule II of the Listing
Regulations, the Board of Directors in consultation
with Nomination and Remuneration Committee has
formulated a framework for evaluation of the Board,
Board Committees and Individual Directors including
the Independent Directors, Chairman and Managing
Director & Chief Executive Officer.

During the financial year, customised questionnaires
were distributed to all Board members, and their
responses were analysed. The results were discussed
by the Board, and recommendations from the
evaluation process were considered to enhance the
Board''s effectiveness. A detailed update on the Board
Evaluation is included in the Corporate Governance
report within this Annual Report.

Employee stock option plan

As on March 31, 2025, the Company has Employee
Stock Option Plan 2023 in place to retain the talented
employees with the approval of Shareholders of the
Company. The said scheme is in compliance with the
SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (''ESOP Regulations''). The
Nomination and Remuneration Committee monitors
the Company''s ESOP scheme.

Pursuant to the provisions of SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021, a disclosure with respect to ESOP Plan of
the Company as on March 31, 2025, is available
on the website of the Company at https://www.
theparkhotels.com/investor-relations/corporate-
governance.html.

During the previous year, there were no material
changes in the aforesaid ESOP Scheme of the
Company and the ESOP scheme is in compliance
with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021. A certificate from Mr. Arup
Kumar Roy, Practicing Company Secretary, Kolkata,
certifying that the scheme(s) are implemented in
accordance with the ESOP Regulations and the
resolutions passed by the Members of the Company,
are available for inspection by the Members in
electronic mode and copies of the same will also be
available for inspection at the registered office of the
Company and during the AGM.

Vigil mechanism

The Company has a Vigil Mechanism - a Whistle
Blower Policy in place for its Directors and employees
to report concerns and issues in accordance with
Section 177(9) of the Companies Act, 2013. In terms
of the said Policy, the directors and employees of the
Company can make protected disclosures through a
letter to the Ethics Counsellor or to the Chairman of
the Audit & Risk Management Committee. The Whistle
Blower Policy of the Company is disclosed on the
Company''s website at https://www.theparkhotels.
com/images/site-specific/corporate-site/whistle-
blower-policy.pdf.

During the year ended on March 31, 2025, the Company
did not receive any complaint under the scheme.

Corporate social responsibility

Your Company is committed to creating long-term
sustainable value by aligning social initiatives with
business objectives. Since inception, giving back to
the communities that support our growth has been
a priority.

In accordance with the provisions of Section 135 of
the Act read with the Companies (Corporate Social

Responsibility Policy) Rules, 2014, the Company has
in place a Corporate Social Responsibility Policy
recommended by Corporate Social Responsibility
(CSR) Committee and approved by the Board. The
Policy is available on the website of the Company
at https://www.theparkhotels.com/images/site-
specific/corporate-site/csr-policv.pdf.

In terms of applicable provisions of Section 135 of
the Act, the Company was obligated to contribute
an amount of INR 0.35 Crores towards CSR activities
during FY 2024-25.

The details of the Policy and the Annual Report on
Corporate Social Responsibility (CSR) activities for
the financial year 2024-25 are given in the statement
attached to this Report and marked as Annexure-B.

The details pertaining to the composition, meetings
and terms of reference of the CSR Committee are
included in the Report on Corporate Governance
which forms part of the Annual Report.

Internal financial control

As required under Section 134(3)(q) of the Companies
Act 2013 read with Rule 8(5)(viii) of Companies
(Accounts) Rules, 2014, the Company has in place
proper and adequate internal financial control system
commensurate with the size, scale, complexity and
nature of its business operations. Proper policies and
procedures are adopted ensuring the orderly and
efficient conduct of business, including safeguarding
of its assets, prevention and detection of errors and
frauds, accuracy and completeness of the accounting
records and timely preparation of reliable financial
information and the same is reviewed at regular
intervals depending upon situation of business of the
Company. The Company''s management has assessed
the effectiveness of the Company''s internal financial
control over financial reporting as of March 31, 2025.
The Statutory Auditors of the Company have, in their
Report on Internal Financial Control, certified that the
same are adequate in all material respects.

Present internal financial control measures are tested
over time and no material reportable weakness in
the design or operation was observed. The Internal
financial controls of the Company have been further
discussed in detail in the Management Discussion &
Analysis section.

Risk management

The Company has in place a mechanism to identify,
evaluate and mitigate the operational, strategic and
external environment risks to key business objectives.
The Company fulfils its legal requirements as per the
statute in monitoring and mitigating the risks through

regular review of its overall operations and improving
work place safety continues to be the top priority. As
of now, the Directors do not envisage any element of
risk which may threaten the existence of the Company.

The Board of Directors has constituted the Audit &
Risk Management Committee to identify key risks
across the Company and prioritise relevant action
plans to mitigate these risks. The Risk Management
framework is reviewed periodically by the Board and
the Audit & Risk Management Committee.

The details pertaining to the composition, meetings
and terms of reference of the Risk Management
Committee are included in the Report on Corporate
Governance which forms part of the Annual Report.

Conservation of energy, technology
absorption, foreign exchange earnings
and outgo

The details of energy conservation, technology
absorption and foreign exchange earnings and outgo
as required under Section 134(3) of the Companies
Act, 2013, read with the Rule 8 of Companies
(Accounts) Rules, 2014 is annexed herewith as
Annexure-C to this report.

Maintenance of cost records and cost
audit

The Central Government has not mandated
maintenance of cost records in respect of products /
services of the Company under Section 148(1) of the
Companies Act, 2013 and accordingly such accounts
and records are not required to be maintained.

Significant and / or material orders, if
any

During the year, no significant and/or material order
was passed by any Regulator, any Court in India or
any Tribunal impacting the going concern status and
the Company''s operations in future.

Adherence to the secretarial standards

During the financial year 2024-25, the Company
has complied with the applicable provisions of the
Secretarial Standards (SS-1 and SS-2) relating to
''Meetings of the Board of Directors'' and ''General
Meetings'' issued by the Institute of Company
Secretaries of India and notified by Ministry of
Corporate Affairs in terms of the provisions of Section
118 of the Act.

Particulars of employees

Disclosures relating to remuneration of Directors and
Employees u/s 197(12) of the Companies Act, 2013

read with Rule 5(1), 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed as Annexure-D
to this report.

Related party transactions

All transactions with Related Parties, as defined
under the Companies Act, 2013, were entered into
in the ordinary course of business and on an arm''s
length basis and do not attract the provisions of
Section 188 of the Act. During the year, the Company
had not entered into any contract / arrangement /
transactions with Related Parties which could be
considered as material. Thus, disclosure in Form AOC-
2 is not required.

In accordance with Indian Accounting Standards (Ind
AS-24), the details of Related Party Transactions are
set out in the Notes to the Standalone & Consolidated
Financial Statements.

A detailed note on the procedure adopted by the
Company in dealing with contracts and arrangements
with Related Parties is provided in the Report on
Corporate Governance, which forms part of the
Annual Report.

The Policy on the Related Party Transactions is
available on the website of the Company at https://
www.theparkhotels.com/images/site-specific/
corporate-site/policv-on-related-partv-transactions.
pdf.

Extract of annual return

As required pursuant to Section 92(3) of the
Companies Act, 2013 read with rules made thereunder,
the Annual Return of the Company in Form MGT-7 has
been placed on the website of the Company, https://
www.theparkhotels.com/investor-relations/annual-
reports.html.

The Annual Return will be electronically submitted
to the Registrar of Companies within the timelines
prescribed under the Act.

Dematerialisation of shares

The Equity Shares of the Company are registered with
National Securities Depository Ltd. (NSDL) & Central
Depository Services (India) Limited (CDSL) for having
the facility of Dematerialisation of shares and its ISIN
is INE988S01028.

Business responsibility and
sustainability report

In accordance with the Regulation 34(2)(f) of the
Listing Regulations read with SEBI Circular no.

SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May
10, 2021, the Business Responsibility & Sustainability
Report (''BRSR'') for the Financial Year 2024-25,
describing the initiatives taken by the Company from
environmental, social and governance perspective
forms part of the Annual Report.

Management discussion and analysis
report

Pursuant to Regulation 34(2)(e) of the Listing
Regulations, a detailed Management Discussion and
Analysis Report for the Financial Year under review is
presented in a separate section, forming part of the
Annual Report.

Corporate governance

The Company is committed to maintain the highest
standard of corporate governance and adopting the
best corporate governance practices adhering to
the provisions of the Listing Regulations. A detailed
report on the Corporate Governance pursuant to the
requirements of the Listing Regulations forms part of
the Annual Report.

A certificate from the Statutory Auditors of the
Company, S.R. Batliboi & Co. LLP, Chartered
Accountants, confirming compliance of conditions
of corporate governance as stipulated in the Listing
Regulations is annexed as Annexure-E to this report.

Prevention of sexual harassment at
workplace

The Company has in place the requisite Internal
Complaints Committee as envisaged in the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 for providing a
redressal mechanism pertaining to sexual harassment
of employees at workplace. Six complaints were
received and disposed off within the statutory period.

Further, details regarding the policy, including the
details of the complaints received and disposed-off
are provided in the Report on Corporate Governance
and Business Responsibility & Sustainability Report,
which forms part of this Annual Report.

Statement containing additional
information as required under
schedule V of the act

A statement containing additional information, as
required under Clause IV of Section II of Part II of
Schedule V of the Companies Act, 2013, is provided
in the Report on Corporate Governance, which forms
part of this Integrated Annual Report.

Directors responsibility statement

Pursuant to Section 134(5) of the Companies Act,

2013, the Directors to the best of their knowledge and

belief confirm that;

I. in preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanations relating
to material departures;

II. the Directors had selected such accounting
policies and 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 profit of the company
for that period;

III. t he Directors had taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provision of this Act for safeguarding the
assets of the Company and for detecting fraud
and other irregularities;

IV. the Directors had prepared the annual accounts
on a going concern basis;

V. the Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate & operating effectively; and

VI. the Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

Other disclosures

There is no proceeding pending under the Insolvency
and Bankruptcy Code, 2016.

There was no instance of onetime settlement with any
Bank or Financial Institution.

The Company does not have any holding company.

The Managing Director & CEO and the Chairperson
of the Company do not receive any remuneration or
commission from the subsidiary companies.

The other disclosures not commented upon in this
report, pursuant to Section 134 of the Companies
Act, 2013 read with rules, are not applicable to the
Company for the financial year under review.

Appreciation

The Board wishes to place on record its sincere
appreciation and gratitude to the Government of
India and State Governments, various Government
Agencies and Regulatory Authorities, Banks, other
business associates, vendors and the valued customers
for their continued support and confidence in the
Company. Your Directors also take this opportunity to
thank all employees for sharing the Company''s vision
and philosophy and for their commitment, dedication
and co-operation.

For and on behalf of the Board of Directors of

Priya Paul Vijay Dewan

Date: May 26, 2025 Chairperson & Whole Time Director Managing Director

Place: Delhi DIN:00051215 DIN: 00051164

Your Directors are pleased to present the Thirty Sixth (36^th) Board''s Report on your Company''s operations and performance together with the audited financial statements and the Auditor''s Report thereon for the financial year ended March 31, 2024.

BUSINESS OVERVIEW Financial highlights

The performance of the Company for the financial year ended March 31, 2024 on standalone and consolidated basis is summarised below:

INR in Crores

India''s hospitality and tourism sector experienced a notable resurgence in the year 2023-24. Your Company achieved the highest EBIDTA of INR 205.24 Crores to be among the best performing in the country. The Company reported a net profit of INR 68.77 Crores in comparison with a net profit of INR 48.07 Crores in the previous year. The PAT achieved was higher than cumulative PAT of last 10 pre-covid years.

The consolidated total income for the year ending March 31, 2024 was at INR 591.71 Crores against INR 524.43 Crores of the previous year.

The Company retained its leadership position in occupancy and RevPAR. The revenue from Food & Beverages increased by 10.03% from INR 228.02 crores for FY 2022-23 to INR 250.88 crores for FY 2023-24.

Share capital

During the Financial Year 2023-24, the Company floated Initial Public Offer (IPO) of 59,357,646 (Five Crore Ninety-Three Lakh Fifty-Seven Thousand Six Hundred Forty-Six) equity shares comprising of a fresh issue of 38,712,486 (Three Crore Eighty-Seven

Lakh Twelve Thousand Four Hundred and Eighty-Six) equity shares and an offer for sale of 20,645,160 (Two Crore Six Lakh Forty-Five Thousand One Hundred and Sixty) equity shares having face value of INR 1/-(Rupee One Only) each for cash at a price of INR 155/-(Rupees One Hundred Fifty-Five Only) per equity share, including a premium of INR 154/- (Rupees One Hundred Fifty-Four Only) per equity shares.

The equity shares were allotted to eligible applicants on February 08, 2024, and the listing and trading of the Company''s shares commenced on February 12, 2024, on BSE Limited and National Stock Exchange of India Limited.

During the Financial Year 2023-24, there was no change in the Authorised Share Capital of the Company, and it stood at INR 35,00,00,000/- (Rupees Thirty-Five Crore Only) divided into 35,00,00,000 (Thirty-Five Crore) equity shares of INR 1/- (Rupee One Only) each as on March 31, 2024.

There was an increase in the Company''s issued, subscribed, and paid-up equity share capital of the Company owing to the Initial Public Offer.

As on March 31, 2024, the Company''s issued, subscribed, and paid-up equity share capital stood at INR 21,33,74,246/- (Rupees Twenty-One Crore Thirty-Three Lakh Seventy-Four Thousand Two Hundred Forty-Six Only) divided into 21,33,74,246 (Rupees Twenty-One Crore Thirty-Three Lakh Seventy-Four Thousand Two Hundred Forty-Six) equity shares of INR 1/- (Rupee One only).

Under the SEBI LODR Regulations & SEBI (ICDR) Regulations, 2018, the Company has utilised INR 550.00 Crore proceeds of IPO during the FY 2023-24 in line with the objects of the offer. As on March 31, 2024, INR 16.23 remained unutilised. There is no deviation in the use of IPO proceeds. Details of the net proceeds are mentioned in the Note 39 of the Financial Statement.

The details of the dematerialisation of shares, Demat Suspense Account / Unclaimed Suspense Account are provided in the Corporate Governance Report as annexed to this report.

Transfer to reserves

No amount was transferred to the general reserves during the financial year ended March 31, 2024.

Dividend

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''the Listing Regulations''), the top 1000 listed companies based on the market capitalisation shall formulate a dividend distribution policy. Accordingly, the Dividend Distribution Policy was adopted by the Board of Directors of the Company to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company. The dividend distribution policy is available on the Company''s website at https://www. theparkhotels.com/investor-relations/images/site-specific/corporate-site/dividend-distribution-policy. pdf

The Board of Directors of the Company has not declared any dividend for the Financial Year 2023-24.

Change in nature of business

There was no change in the business of Company and its Subsidiary Companies during the Financial Year 2023-24.

Material changes & commitments

There is no material change or commitments affecting financial position of the Company occurring between the dates of financial statement & the Board''s Report.

Deposits

During the year, your Company has neither invited nor accepted any deposits.

Transfer of amount to investor education and protection fund

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Loans, guarantees or investments

Particulars of loans given, investment made, guarantees given, if any, and the purpose for which the loan or guarantee and investment is proposed to be utilised are provided in the Notes to Financial Statement.

Board committees and meetings of the board and board committees

In compliance with the statutory requirements and best practices, the Company has constituted various committees viz. Audit & Risk Management Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, and Corporate Social Responsibility (CSR) Committee.

Apart from the above Committees, the Company has also formulated operating Committee viz. Committee of Directors.

The Board of Directors met fifteen times during the previous year. A detailed update on the Board, its composition, governance of various Board Committees including their detailed charters and terms of reference, number of Board and Committee meetings held during FY 2023-24 and attendance of the Directors thereat, is provided in the Report on Corporate Governance, which forms part of this Annual Report.

Auditors and auditors’ report

Statutory Auditors

In terms of the provisions of Section 139 of the Act, the members of the Company at the 34^th Annual General Meeting (''AGM'') held on September 29, 2022, approved the re-appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E / E-300005), as the statutory auditors of the Company for a second term of five consecutive years to hold office until the conclusion of the 39^th AGM of the Company to be held in the year 2027.

Further, they are qualified to continue as Statutory Auditors of the Company and satisfy the independence criteria in terms of the applicable provisions of the

Act and Code of Ethics issued by the Institute of Chartered Accountants of India.

Statutory Auditors’ Report

The observations of Auditors are explained where necessary, in appropriate note to the accounts & are self-explanatory and therefore do not call for any further comments. The report does not contain any observation, disclaimer, qualification, or adverse remarks.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, in the year under review.

Secretarial Auditor

In accordance with the provisions of Section 204 of the Act, the Company had appointed Mr. Arup Kumar Roy, Practicing Company Secretary, Kolkata, as Secretarial Auditor for the Financial Year ended March 31, 2024.

The Secretarial Auditor has submitted his report to the Board of Directors on the compliance of the Company to all the applicable provisions. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks. The Secretarial Auditor''s Report forms part of this Report and marked as Annexure-A.

Further, in terms of the regulatory requirements, Mr. Arup Kumar Roy, Practicing Company Secretary, has issued the Annual Secretarial Compliance Report, confirming compliance by the Company of the applicable SEBI regulations and circulars/guidelines issued thereunder.

The Board has re-appointed Mr. Arup Kumar Roy, Practicing Company Secretary, Kolkata, as the Secretarial Auditors of the Company for the Financial Year 2024-25.

Internal Auditors

Pursuant to the provisions of Section 138 of the Act, the Company has appointed M/s. Ray Das & Gupta (Firm Registration No. 316182E), Chartered Accountants as the Internal Auditors for Financial Year 2023-24 for conducting internal audit of the Company except the Company''s Chennai Unit. The Company has appointed M/s. Anil Nair & Associates (Firm Registration No. 000175S), Chartered Accountants as Internal Auditors for Chennai Unit of the Company for the Financial Year 2023-24.

Subsidiaries, associates and joint ventures

As on March 31, 2024, the Company has three Subsidiaries, namely, Apeejay Charter Private Limited,

Apeejay Hotels & Restaurants Private Limited and Apeejay North-West Hotels Private Limited.

Pursuant to Section 129(3) of the Act, read with Rule

5 of Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiaries in prescribed form AOC-1, is annexed to the consolidated financial statements of the Company which forms part of this Annual Report. The said statement also provides the details of performance and financial position of each subsidiary, associate and joint venture and their contribution to the overall performance of the Company.

The Company does not have any joint venture company or an associate company as on March 31, 2024.

In terms of the requirement of Section 136 of the Act, the financial statements of each of the subsidiary companies are available on the Company''s website at https://www.theparkhotels.com/investor-relations/ annual-reports.html.

The audited financial statements of each subsidiary, associate and joint venture companies are available for inspection at the Company''s registered office. The physical copies of annual financial statements of the subsidiary companies will also be made available to the members of the Company upon request.

The Policy for determining material subsidiaries of the Company is also provided on the Company''s website at www.theparkhotels.com/images/site-specific/ corporate-site/policy-on-material-subsidiaries.pdf. Details of material subsidiaries of the Company as per Regulation 16(1)(c) of Listing Regulations are disclosed in the Report of Corporate Governance forming part of this Annual Report.

Directors & key managerial personnel

Appointment, Re-appointment and Resignation

During the Financial Year, the following changes took place in the Board:

Appointments and Re-appointments

Mr. Karan Paul (DIN: 0007240), Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment and an appropriate resolution has also been included as part of the Notice convening the forthcoming Annual General Meeting. The Board, on the recommendation of the Nomination

6 Remuneration Committee, recommended his reappointment at the ensuing AGM.

Mr. Vijay Dewan, Managing Director of the Company, will be completing his present term on November 30, 2024. The Board at its meeting held on August 14, 2024

based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of shareholders, has re-appointed Mr. Vijay Dewan as Managing Director of the Company for a further term of 3 (three) years w.e.f. December 01, 2024.

Retirement and Resignation

During the Financial Year, there was no change in the composition of the Board of Directors and Key Managerial Personnel.

In the opinion of the Board, all the directors, including the aforesaid directors, possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity.

Brief resume, nature of expertise, disclosure of relationships between directors inter-se, details of directorships and Committee membership held in other companies of the Directors proposed to be appointed/ re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard- 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024, are:

Mr. Vijay Dewan, Managing Director, Ms. Priya Paul, Whole Time Director, Mr. Atul Khosla, Chief Financial Officer & Senior Vice President and Ms. Shalini Keshan, Company Secretary and Compliance Officer.

Credit rating

As on the date of this report, ICRA Limited rated the Long-Term Rating to [ICRA]A (Stable), Long term -Fund-based working capital rating to [ICRA]A , and Short Term -Non-Fund Based limit rating to [ICRA]A1. Further, ICRA Limited rated the Long term/Short term - Unallocated limit to [ICRA]A (Stable)/[ICRA]A1.

Annual declarations from independent directors

Pursuant to Section 149(7) of the Act, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16(1) (b) of the Listing Regulations. In terms of Regulation 25(8) of the 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 external influence.

The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct and that they are registered on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Directors have further confirmed that they are not debarred from holding the office of director under any SEBI order or any other such authority.

The Board is of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company.

The Board of Directors of the Company have taken on record the aforesaid declaration and confirmation submitted by the Independent Directors.

Familiarisation programme

In terms of Regulation 25(7) of the Listing Regulations, the Company familiarises its Directors about their role and responsibilities at the time of their appointment through a formal letter of appointment. The format of the letter of appointment/re-appointment is available on our website at https://www.theparkhotels. com/images/site-specific/corporate-site/terms-and-conditions-of-appointment-of-independent-directors.pdf.

Annual board evaluation

In terms of the provisions of Section 178 of the Act read with Rules issued thereunder and Regulation 19 read with Part D of Schedule II of the Listing Regulations, the Board of Directors in consultation with Nomination and Remuneration Committee has formulated a framework for evaluation of the Board, Board Committees and Individual Directors including the Independent Directors, Chairperson and Managing Director.

During the financial year, customised questionnaires were distributed to all Board members, and their responses were analysed. The results were discussed by the Board, and recommendations from the evaluation process were considered to enhance the Board''s effectiveness. A detailed update on the Board Evaluation is included in the Corporate Governance report within this Annual Report.

Employee stock option plan

As on March 31, 2024, the Company has Employee Stock Option Plan 2023 in place to retain the talented employees with the approval of Shareholders of the Company. The said scheme is in compliance with the

SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''ESOP Regulations''). The Nomination and Remuneration Committee monitors the Company''s ESOP scheme.

Pursuant to the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a disclosure with respect to ESOP Plan of the Company as on March 31, 2024, is available on the website of the Company at https://www. theparkhotels.com/investor-relations/corporate-governance.html.

The Board in its meeting held on Tuesday, May 28, 2024, has approved the ratification of “Apeejay Surrendra Park Hotels Limited - Employees Stock Option Plan 2023 (the “ESOP Scheme” or “Scheme”)” within the meaning of Regulation 12 of SEBI (SBEB Regulations) and to create, grant, offer, issue/reissue stock options and allot equity shares of face value of INR 1/- each on exercise of stock options to the eligible employees, subject to the approval of the shareholders in the AGM. The detailed explanatory statement in this regard is annexed to the Notice of the ensuing AGM.

During the previous year, there were no material changes in the aforesaid ESOP Scheme of the Company and the ESOP scheme is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. A certificate from Mr. Arup Kumar Roy, Practicing Company Secretary, Kolkata, certifying that the scheme(s) are implemented in accordance with the ESOP Regulations and the resolutions passed by the Members of the Company, are available for inspection by the Members in electronic mode and copies of the same will also be available for inspection at the registered office of the Company and during the AGM.

Vigil mechanism

The Company has a Vigil Mechanism - a Whistle Blower Policy in place for its Directors and employees to report concerns and issues in accordance with Section 177(9) of the Companies Act, 2013. In terms of the said Policy, the directors and employees of the Company can make protected disclosures through a letter to the Ethics Counsellor or to the Chairman of the Audit & Risk Management Committee. The Whistle Blower Policy of the Company is disclosed on the Company''s website at https://www.theparkhotels. com/images/site-specific/corporate-site/whistle-blower-policy.pdf.

During the year ended on March 31, 2024, the Company did not receive any complaint under the scheme.

Nomination and remuneration policy

In accordance with Section 178 of the Companies Act, 2013, the Company has in place a Nomination & Remuneration Policy for the appointment and remuneration of Directors, KMP and senior management personnel and also the criteria for determining qualifications, positive attributes and independence of a Director. The detailed policy is available on the website of the Company at https:// www.theparkhotels.com/pdf/policy-on-nomination--remuneration---board-diversity.pdf.

Corporate social responsibility

In accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has in place a Corporate Social Responsibility Policy recommended by Corporate Social Responsibility (CSR) Committee and approved by the Board. The Policy is available on the website of the Company at https://www.theparkhotels.com/images/site-specific/corporate-site/csr-policy.pdf

In terms of applicable provisions of Section 135 of the Act, the Company was not obligated to contribute towards CSR activities during FY 2023-24. However, the Company has made voluntary CSR contribution of INR 17,28,062 during the financial year 2023-24.

The details of the Policy and the Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2023-24 are given in the statement attached to this Report and marked as Annexure-B.

The details pertaining to the composition, meetings and terms of reference of the CSR Committee are included in the Report on Corporate Governance which forms part of the Annual Report.

Internal financial control

As required under Section 134(3)(q) of the Companies Act 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, the Company has in place proper and adequate internal financial control system commensurate with the size, scale, complexity and nature of its business operations. Proper policies and procedures are adopted ensuring the orderly and efficient conduct of business, including safeguarding of its assets, prevention and detection of errors and frauds, accuracy and completeness of the accounting records and timely preparation of reliable financial

information and the same is reviewed at regular intervals depending upon situation of business of the Company. The Company''s management has assessed the effectiveness of the Company''s internal financial control over financial reporting as of March 31, 2024. The Statutory Auditors of the Company have, in their Report on Internal Financial Control, certified that the same are adequate in all material respects.

Present internal financial control measures are tested over time and no material reportable weakness in the design or operation was observed. The Internal financial controls of the Company have been further discussed in detail in the Management Discussion & Analysis section.

Risk management

The Company has in place a mechanism to identify, evaluate and mitigate the operational, strategic and external environment risks to key business objectives. The Company fulfills its legal requirements as per the statute in monitoring and mitigating the risks through regular review of its overall operations and improving work place safety continues to be the top priority. As of now, the Directors do not envisage any element of risk which may threaten the existence of the Company.

The Board of Directors has constituted the Audit & Risk Management Committee to identify key risks across the Company and prioritise relevant action plans to mitigate these risks. The Risk Management framework is reviewed periodically by the Board and the Audit & Risk Management Committee.

The details pertaining to the composition, meetings and terms of reference of the Risk Management Committee are included in the Report on Corporate Governance which forms part of the Annual Report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Companies Act, 2013, read with the Rule 8 of Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-C to this report.

Maintenance of cost records and cost audit

The Central Government has not mandated maintenance of cost records in respect of products / services of the Company under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are not required to be maintained.

Significant and/or material orders, if any

During the year, no significant and/or material order was passed by any Regulator, any Court in India or any Tribunal impacting the going concern status and the Company''s operations in future.

Adherence to the secretarial standards

The Directors state that applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013, i.e., Secretarial Standard-1 (“SS-1”) and Secretarial Standard-2 (“SS-2”), relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been adhered to by the Company.

Particulars of employees

Disclosures relating to remuneration of Directors and Employees u/s 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure-D to this report.

Related party transactions

All transactions with Related Parties, as defined under the Companies Act, 2013, were entered into in the ordinary course of business and on an arm''s length basis and do not attract the provisions of Section 188 of the Act. During the year, the Company had not entered into any contract / arrangement / transactions with Related Parties which could be considered as material. Thus disclosure in Form AOC-2 is not required.

In accordance with Indian Accounting Standards (Ind AS-24), the details of Related Party Transactions are set out in the Notes to the Standalone & Consolidated Financial Statements.

A detailed note on the procedure adopted by the Company in dealing with contracts and arrangements with Related Parties is provided in the Report on Corporate Governance, which forms part of the Annual Report.

The Policy on the Related Party Transactions is available on the website of the Company at https://www. theparkhotels.com/images/site-specific/corporate-site/policy-on-related-party-transactions.pdf

Extract of annual return

As required pursuant to Section 92(3) of the Companies Act, 2013 read with rules made thereunder,

the Annual Return of the Company in Form MGT-7 has been placed on the website of the Company, https:// www.theparkhotels.com/investor-relations/annual-reports.html.

Dematerialisation of shares

The Equity Shares of the Company are registered with National Securities Depository Ltd. (NSDL) & Central Depository Services (India) Limited (CDSL) for having the facility of Dematerialisation of shares and its ISIN No. is INE988S01028.

Business responsibility and sustainability report

In accordance with the Regulation 34(2)(f) of the Listing Regulations read with SEBI Circular no. SEBI/ HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, the Business Responsibility & Sustainability Report (''BRSR'') for the Financial Year 2023-24, describing the initiatives taken by the Company from environmental, social and governance perspective forms part of the Annual Report.

Management discussion and analysis report

Pursuant to Regulation 34(2)(e) of the Listing Regulations, a detailed Management Discussion and Analysis Report for the Financial Year under review is presented in a separate section, forming part of the Annual Report.

Corporate governance

The Company is committed to maintain the highest standard of corporate governance and adopting the best corporate governance practices adhering to the provisions of the Listing Regulations. A detailed report on the Corporate Governance pursuant to the requirements of the Listing Regulations forms part of the Annual Report.

A certificate from the Statutory Auditors of the Company, S.R. Batliboi & Co. LLP, Chartered Accountants, confirming compliance of conditions of corporate governance as stipulated in the Listing Regulations is annexed as Annexure-E to this report.

Prevention of sexual harassment at workplace

The Company has in place the requisite Internal Complaints Committee as envisaged in the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for providing a redressal mechanism pertaining to sexual harassment of employees at workplace. Nine complaints were received and disposed off within the statutory period. Details of the same including the details of the complaints received are provided in the Report on Corporate Governance, which forms part of this Annual Report.

Statement containing additional information as required under Schedule V of the Act

A statement containing additional information, as required under Clause IV of Section II of Part II of Schedule V of the Companies Act, 2013, is provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

Directors responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that;

I. in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

II. the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

III. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for detecting fraud and other irregularities;

IV. the Directors had prepared the annual accounts on a going concern basis;

V. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate & operating effectively; and

VI. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Other disclosures

There is no proceeding pending under the Insolvency

and Bankruptcy Code, 2016.

There was no instance of onetime settlement with any

Bank or Financial Institution.

The Company does not have any holding company.

The Managing Director and the Chairperson of the Company do not receive any remuneration or commission from the subsidiary company.

The other disclosures not commented upon in this report, pursuant to Section 134 of the Companies Act, 2013 read with rules, are not applicable to the Company for the financial year under review.

Appreciation

The Board wishes to place on record its sincere appreciation and gratitude to the Government of India and State Governments, various Government Agencies and Regulatory Authorities, Banks, other business associates, vendors and the valued customers for their continued support and confidence in the Company. Your Directors also take this opportunity to thank all employees for sharing the Company''s vision and philosophy and for their commitment, dedication and co-operation.

For and on behalf of the Board of Directors of

Priya Paul Vijay Dewan

Date: August 14, 2024 Chairperson & Whole-Time Director Managing Director

Place: Kolkata DIN: 00051215 DIN: 00051164