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