The Directors are pleased to present the 35^th Annual Report on your Company's operations and performance together with the audited statements of accounts and the Auditor's Report thereon for the year ended 31^st March 2023.

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31, 2023 on standalone and consolidated basis is summarized below:

India's hospitality and tourism sector experienced a notable resurgence in the year 2022-23, marking its strongest performance since the pandemic began. Despite encountering initial challenges at the beginning of the year due to the emergence of the third wave of COVID-19, the hospitality sector experienced a significant recovery starting from the second quarter of 2022, demonstrating a consistent upward growth trend.

Your Company achieved the highest EBIDTA of Rs. 176.16 Crores to be among the best performing in the country. The Company reported a net profit of Rs. 48.06 Crores in comparison with a net loss of Rs. 28.19 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, 2023 was at Rs. 524.43 Crores against Rs. 267.83 Crores of the previous year.

The Company retained its leadership position in occupancy and RevPAR. Occupancy increased from 76% in 2021-22 to 91% in 2022-23. The revenue from Food & Beverages increased by 102% from Rs. 112.65 crores for FY22 to Rs. 228.02 crores for FY23.

INDIAN ECONOMY

The Indian Economy has exhibited resilience and stability amidst the global economic downturn, experiencing minimal disruptions. Notably, India has emerged as the fastest growing, major economy in the world propelled by robust growth in the infrastructure sector and sustained private consumption. It is now the world's fifth largest economy by nominal GDP and third largest by purchasing power parity. The GDP for the year 2022-23 grew by 7.20% following a growth of 9.2% in FY21-22

Consumption grew by 7% in F.Y. 2022-23 enabled by private spending. India's overall exports have scaled to new heights, growing at 13.84% during FY 2022-23 over the previous year to achieve 770.18 billion dollars' worth of exports. India's foreign currency reserves stood at 578.45 billion dollars as of March 31, 2023. As India gains global market share, service exports have increased by more than 60 billion dollars setting a new record value of 322.72 billion dollars in FY 2022-23. All macro-economic factors remain stable. Fiscal deficit remained under control.

In 2022-23, about 137 million passengers flew domestically. This was significantly better than the 54 million passengers and 85 million passengers flying in 20-21 and 21-22 respectively.

Among the high frequency indicators, direct and indirect tax collection has shown strong momentum, bank balance sheets are strong, adequately capitalised and credit offtake during the year was highest since FY 2011-12. RBI paused increase in interest rates in April, 2023 after a 250 basis points increase during FY 2022-23 citing reasons of resilient economic activity and expected moderation in inflation. The Indian Rupee is stable, the Current Account Deficit is expected to remain moderate and consumer sentiment is high. (Source: RBI Monetary Policy, April 2023, Revised Estimates Ministry of Finance, April 2023),

Infrastructure spending exceeding 10 lakh crore and the government focus on "Aatmanirbhar Bharat''and 'Make in India' to fortify the manufacturing sector will propel growth.

The Reserve Bank of India estimates a growth of 6.5% for the FY 2023-24, indicating a favorable outlook for the country's economic performance. Despite challenges posed by global trade trends and inflation, India's strong emphasis on infrastructure development and robust private consumption is anticipated to contribute to a consistent growth trajectory, highlighting its resilience against external factors.

TRAVEL & TOURISM INDUSTRY - CURRENT SCENARIO AND FUTURE OUTLOOK

Travel and Tourism in India is back like never before. There has been a very strong recovery and this sector has crossed the pre-pandemic peak.

The sector has shown remarkable resilience growing at twice the rate of the GDP in India. WTTC research forecast Travel and Tourism contributing INR 16.51 trillion to tne Indian economy. The sector is forecast to create over 1.6 million more jobs this year,

recovering almost all the jobs lost due to the Covld-19 pandemic to reach almost 39 million, with around one in 13 workers in India with the Travel and Tourism sector.

International visitor spend in India is forecast to reach INR 2 TN with domestic visitor spend to reach more than INR 12.6 TN. Domestic passenger arrivals for the first quarter of FY24 is above 15% over last year and FTA arrivals are at 80% of pre covid levels. Foreign Tourist arrivals are expected to cross pre-covid levels in H2 of this financial year.

The sector is expected to grow its GDP contribution to INR 36.8 TN by 2033, approximately 7% of the Indian economy and will be employing 58.2 million people with one in 10 working in the sector,^: .

With positive and on-going investments, the industry is priced for sustained growth and continued success in the future.

We expect a high performance in 23-24 surpassing our previous best in 22-23. Our strong result focus will continue to provide stability and resilience to overall earnings.

STRATEGY FOR RAPID GROWTH & BETTER RETURNS

Our strategy is firmly anchored in the synergy of the 3G's: Driving simultaneous Growth, Governance and Green Initiatives to forge a sustainable and durable future for our shareholders, employees and the society at large.

As on March 31, 2023, ASPHL operates 25 hotels across The Park, The Park Collection, Zone by The Park and Zone Connect totaling to 2009 keys. As part of the growth plan, we plan to double the number of rooms to 4041 keys over the next 3 years with buik of the growth on the asset light side of the mode!. We also plan to develop our own hotels in Pune and Kolkata and expand capacity at Navi Mumbai and Vizag.

Flurys continues to maintain a successful and profitable track record of industry leading margins with number of outlets growing from 43 outlets In FY20 to 70 outlets IN FY 23. During the course of this year, we have opened 6 outlets in the Mumbai region. We plan to have 150 outlets by the end of FY25 spreading across West Bengal, Maharashtra and New Delhi and we also plan to cover major metro airports.

Your company remains focused on superior corporate governance based on accountability, transparency In management financial reporting, compliance and being equitable and inclusive.

Today sustainability is established in our organization as a core value. We are In the process of implementing energy efficient practices, adopting renewable energy sources minimizing waste and water. The Green Initiatives are now under a separate team headed by a General Manger to ensure faster implementation.

Moving forward we are well equipped to propel growth and maintain our leadership in business of hospitality.

*'

AWARDS AND ACCOLADES

All our key brands - The Park, The Park Collection, Zone by The Park, Zone Connect Flurys have been recognized for excellence with numerous awards and accolades as

listed below:

DIVIDEND

In view of the projected expansions, renovation and new acquisition plans, the Directors prefer to plough back the profits. No dividend is recommended for the year ended. 31^st March 2023. ==.,

CHANGE IN NATURE OF BUSINESS

There is no change in the business of Company and its Subsidiary Companies.

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.

TRANSFER TO RESERVES

No amount was transferred to the reserves during the financial year ended 31^st March, 2023.

PUBLIC DEPOSITS

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

LOANS, GUARANTEES OR INVESTMENTS

Particulars of Joans given, investment made, guarantees given, Jf any,- and. the purpose, Ý for which the loan or guarantee and investment is proposed to be utilized a re, provided in the Notes to Financial Statement.

BOARD MEETINGS

During the financial year 2022-23, the Company held; four Board Meetings on 29* June 2022, 27^th September 2022, 27^th December 2022 and 21* March 2023 respectively.

STATUTORY AUDITORS

The members of the Company at the 34^th Annual General Meeting ('AGM') held on 29^tn September 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.

AUDITORS' REPORT

The observations of Auditors are explained where necessary, in appropriate note to the accounts & are self-explanatory and therefore dp not call for any further comments. 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 AUDIT

In accordance with the provisions of Section 204 of the Companies Act, 2013, the Company had appointed Mr, Arup Kumar Roy, Practicing Company Secretary, Kolkata as Secretarial Auditor for the Financial Year ended 31* March 2023. 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-I.

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.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mrs. Ragini Chopra (DIN: 07654254) was re-appointed as Non-Executive Independent Director for a further period of five years with effect from 23^rd December 2022 till 22

December 2027, .

During the year, Mrs. Suneeta Reddy (DIN: ’ 00001873), Non-Executive Independent • Director-retired w.e.f. 23^rd December 2022. The Board placed on record its appreciation for the immense benefit the Company has gained from Mrs. Reddy from her experience and valuable business advice during her tenure as Director of the Company. - .

Ms. Priya*Paul (DIN: 00051215), Director of the Company retiresbyÝ;rotation at th^ 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,Genera! Meeting.

Mr. Vijay Dewan, Managing Director* Ms. Priya Paul, Whole Time Director, Mr.> Atul . Khosla, Vice President Finance (CFO) and Ms. Shaiini Keshan, Company Secretary are

the Key Managerial Personnel (KMP) of the Company in terms of the provisions of the Companies Act, 2013,

ANNUAL DECLARATIONS FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 confirming that each of them has met with the criteria of independence laid down m Section 149(6) of the Act.

AUDIT & RISK MANAGEMENT COMMITTEE

The composition of Audit & Risk Management Committee is as under.

• Mr, Suresh Kumar - Independent Director & Chairman;

• Mr. Debanjan Mandal - Independent Director & Member; and

• Mr,;Vrjay Dewan - Managing Director & Member

js-r The Board of Directors of the Company accepted all the recommendations put forward, to it by the Audit & Risk. Management Committee of the Board. During the financial year, two Audit & 'Risk Management Committee Meetings were held on 26^th September ri 2022 and 21⁵⁴ March 2023 respectively.

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, www.theparkhotels.com.

During the year ended on 31^ March 2023, the Company did not receive any complaint under the scheme. •

NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Board of Directors, as required o/s 178 of the Act, is comprised of the following Directors;

• Mr. Debanjan Mandal - Independent Director & Chairman;

« Mr. Suresh Kumar- Independent Director & Member;

• Ms. Ragini Chopra - Independent Director & Member; and

• Ms. Priya Paul - Executive Director & Member

The Nomination & Remuneration Committee Meetings were held on 16^th June‘2022 and 27^th September 2022: respectively.

NOMINATION AND REMUNERATION POLICY

In accordance with Section 178 of the Companies Act, 201.3, the Company has in place

a Nomination' & Remuneration; Policy for the appointment and remuneration, of.

Directors, KMP and seriior management personnel arid also.the criteria for determining qualifications, positive attributes and independence of a Director. The saiu Policy is attached to this Report and marked as Annexure-II, ^:

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee of the Board of Directors._; of the Company is'as follows:

a Mr. Debanjan Mandat - Independent Director & Chairman;

• Ms. Suneeta Reddy * - Independent Director & Member;

• Ms. Priya Paul- Director & Member; •

• . Mr. Karan Paul - Director & Member; and

• Mr. Vijay Dewan - Managing Director a Member

•ip . The Stakeholders Relationship Committee Meeting was heid on 14^th March 2023.

. Retired with effect frorr> 23^ December 2022 i •:

CORPORATE SOCIAL RESPONSIBILITY

In accordance with 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, disclosed on the Company's website, www.theparkhotets.com,. The composition of the CSR Committee is as follows:

• Msi Priya Paul - Director a Chairperson;

». Ms.. Ragini Chopra - Independent Director a Member; and: --

• Mr. Suresh Kumar- Independent Director a Member;

The details of the Policy and the Annual Report on. Corporate Social Responsibility (CSR) activities for the financial year 2022-23 are given in the statement attached to, this Report and marked as, Annexure-III. The Annexure also gives the composition of the CSR Committee.

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.¹; 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 Oi the Company. The Company's management, has assessed the effectiveness of- tjte^{: 1} Company'^ internal financial control over financial reporting as of?March-3:1,.; 2023. The. Statutory Auditors of the Company have, in. their. Report on Internal: Financial Control, certified that the same are adequate in all material respects. - .- r.

Present internal financial control measures are tested: over time and no material -

reportable weakness in the design or operation was observed.--.

RISK MANAGEMENT

The Company ^ has in piace 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.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has three Subsidiaries, namely, Apeejay Charter Private Limited, Apeejay Hotels & Restaurants Private Limited and Apeejay North-West Hotels Private Limited.

A Report on the performance and financial position of each of the subsidiaries is •v provided in Form No. AOC-1 attached to this Report and marked as Annexure-IV. The Audited Consolidated Financial Statements, prepared in accordance with Indian Accounting Standard (1ND AS 27) form part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN * EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub clause (m) sub section (3) of section 134 of the Act read .-with the Companies (Accounts) Rules, 2014 is set out herein below.

(a) Conservation of Energy.

The Company monitors the systems and methods devised in the context of energy conservation on an ongoing basis. Efforts are being made to ensure the optimal use of energy, create awareness among the employees; avoid wastage and conserve energy to the maximum extent possible. Steps have been taken by the hotel teams to conserve energy: - • .

I. through automation.

II. by controlled use.of lighting and incorporating energy efficient equipments.

III. By not operating certain guest floor during low occupancy.

The Hotels are fitted with energy saving devices to conserve energy in the long run.; The Company continues to make all efforts to keep consumption at optimum level,;. Opportunities for installing solar power are also being actively pursued. The Company also conducts periodic energy audits.

(b) Disclosure of particulars with respect to Technology Absorption

The activities.of the Company do not involve any programs .of technology ,absorption.

* * • •

(c) Particulars of Foreign Exchange Earnings and outgo:

As required undeletion 134 (3)(m> of theCompanies Act, 2013, read with Rule 8 of the Companies (Accounts): Rules, 2014, the particulars of foreign exchange earn,ngs and outgo are given in the notes to a.CTOunts elsewhere in this annual report, '

SIGNIFICANT AND/OR MATERIAL ORDERS, IF ANY

During the year, no significant and/or materia! 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;have been adhered toby the Company.

PARTICULARS OF EMPLOYEES

i; The information: required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel;) Rules,

2014 does not apply to the Company. • v :, '-RELATED PARTY TRANSACTIONS

Ail 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 seTout in the'Notes to the Standalone .^ Consolidated Financial Statements,

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/corporate-, information/.

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 No. ,is INE988S01028v •

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE;; k:

The Company has in place the requisite Internal Complaints Committee as envisaged in the Sexuai Harassment of Women at Workplace (Prevention, Prohibition and, Redressal)

Act, 2013. Three complaints were received and disposed pffwithin: the statutory period.. •

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the .Directors' confirm that;

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

2. 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;

3 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;

4. the Directors had-prepared the annual accounts on a going concern basis;, and

5. the Directors had devised proper systems to ensure compliance with the provisions of all applicable Jaws and that such systems were adequate $c operating effectively.

OTHER DISCLOSURES

The other-disclosures not commented upon irt 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. ^: V*

APPRECIATION

The Board wishes to pla.ce 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 phiiosophy and for their commitment, dedication -and -co-operation.;