<dhhead>Board's Report</dhhead>

The Board of Directors of the Company has the pleasure in presenting the Thirty First (31^st) Board Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2023.

The financial performance on the basis of the Standalone & Consolidated Financial Statements for the Financial Year ended March 31, 2023, is summarised below:

H in Lakhs

Further, key financial and operational highlights of the Company are also provided in the Management Discussion and Analysis forming part of this Board Report.

The Authorised Share Capital of the Company is H 10,02,89,00,000 divided into 1,00,14,40,000 Equity Shares of H 10 each and 1,45,000 5% Cumulative Redeemable Preference Shares of H 100 each.

During the Financial Year under review, the Issued and Paid-up Share Capital of the Company remained at

H 7,92,24,64,640/- divided into 79,22,46,464 equity shares with a face value of H 10/- each.

Lemon Tree Hotels Limited is a Company engaged in the hotel business and there has been no change in the nature of its business during the Financial Year under review.

The details of operational hotels and upcoming projects are given in the "Corporate Insight" section of the Integrated Report 2022-23.

During the Financial Year under review, the Company has received the following key awards and recognition:

• Gold Certification by the Indian Green Building

Council (I.G.B.C.) for 5 hotels

Lemon Tree Premier, Ulsoor Lake, Bengaluru

Lemon Tree Hotel, Electronics City, Bengaluru

Lemon Tree Hotel, Gachibowli, Hyderabad

Lemon Tree Premier, Mumbai International Airport

Aurika, Udaipur

• Keys Select by Lemon Tree Hotels, Thiruvananthapuram – Chief Minister’s Excellence Award for Labour Welfare

• Lemon Tree Premier, Dwarka – Asia’s Biggest Tourism Awards, organised by the Ministry of

Tourism Gujarat:

Best 4 Star Hotel in Dwarka

Best Restaurant in Dwarka

Best MICE Venue in Dwarka

• TripAdvisor Traveller’s Choice Award 2022 – 61 out of 80 eligible hotels:

Aurika Hotels & Resorts - 1

Lemon Tree Premier –14

Lemon Tree Hotels –31

Red Fox by Lemon Tree Hotels –8

Keys Select by Lemon Tree Hotels –7

• HRANI Award of Excellence during 7^th

HRANI Conclave:

Lemon Tree, East Delhi Mall, Kaushambi awarded as "Best MICE Hotel – Ghaziabad"

* Mr. Niten Malhan was re-designated as Vice Chairman and Lead Independent Non-Executive Director by resolution of the Board of Directors w.e.f February 10, 2023

During the Financial Year under review, Mrs. Freyan Jamshed Desai and Mr. Paramartha Saikia, Independent Non-Executive Directors of the Company have been re-appointed in the Annual General Meeting held on September 14, 2022, for a further term of 5 years effective June 15, 2022.

Further, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has approved the re-appointment of Mr. Patanjali Govind Keswani, Chairman and Managing Director for a further period of 3 years w.e.f April 1, 2023, subject to the approval of shareholders by way of special resolution. The Company has circulated the postal ballot notice to the shareholders of the Company for approval of his re-appointment.

Further, the Nomination and Remuneration Committee and the Board of Directors at its meeting held on May 30, 2023, have recommended the re-appointment of Dr. Arindam Kumar Bhattacharya w.e.f April 11, 2024, for a further period of 5 years subject to the approval of the shareholders in the ensuing Annual General Meeting.

General Manager of the Hotel awarded as the "Best General Manager –Midscale"

The details of the Directors and KMP [as per Companies Act, 2013 ('Act')] of the Company as on March 31,

2023, are given herein below:

In accordance with the Act and the Articles of Association of the Company, 1 (one) of the Directors, viz. Mr. Willem Albertus Hazeleger will retire by rotation, and being eligible, offers himself for re-appointment.

Shareholder approval for the aforesaid re-appointment of Dr. Arindam Kumar Bhattacharya, Independent Non-Executive Director and Mr. Willem Albertus Hazeleger, Non-Executive Director shall be sought in the Notice convening the Annual General Meeting of the Company.

During the Financial Year under review, Mr. Ashish Kumar Guha and Mr. Arvind Singhania ceased to be Independent Non-Executive Directors w.e.f. September 14, 2022 and Mr. Pradeep Mathur ceased to be an Independent Non-Executive Director w.e.f December 4, 2022 since the resolutions with respect to their reappointment were not passed by the shareholders by requisite majority in the Annual General meeting held on September 14, 2022.

The Board appreciated the valuable services rendered by them during their tenure with the Company.

All the Independent Non-Executive Directors have given the necessary declarations in terms of Section 149 (7) of the Act and the SEBI (Listing Obligations

& Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI (LODR) Regulations"), that they meet the criteria of independence as laid down under Section 149 (6) of the Act along with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of the Companies (Appointment and

Qualification of Directors) Rules, 2014.

As on March 31, 2023, the Board has the following mandatory Committees:

• Audit Committee;

• Nomination and Remuneration Committee;

• Corporate Social Responsibility Committee;

• Stakeholder’s Relationship Committee; and

• Risk Management Committee.

The details of the compositions, meetings held during the Financial Year under review, attendance of the Committee members and the terms of reference of the above Committees are provided in the Corporate Governance Report attached as ‘Annexure-5’ to this Board Report.

Apart from the above-mentioned Committees, the details of the compositions, meetings held during the

Financial Year under review and attendance of the members of the following non-mandatory Committees are given in ‘Annexure-1’ to this Board Report:

(a) Finance Committee;

(b) Share Allotment Committee; (c) General Management Committee.

During the Financial Year under review, the Board met four (4) times and the details of the Board Meetings held indicating the number of meetings attended by each Director is provided in the Corporate Governance Report attached as ‘Annexure-5’ to this Board Report.

To comply with the provisions of Section 134(3)(p) of the Act and rules made thereunder and Regulation 17(10) of the SEBI (LODR) Regulations, the Board of Directors has carried out an annual evaluation of its own performance including its Committees (wherein the concerned Director being evaluated did not participate). The performance of the Board was evaluated by the Board after seeking inputs from the Directors on the basis of the criteria such as strategy, performance management, risk management, core governance & compliance, organisation’s health and talent management.

Further, to comply with the Regulation 25(4) of SEBI (LODR) Regulations, the Independent Non-Executive Directors also evaluated the performance of the Non-Independent Non-Executive Directors, Chairman and Board as a body at a separate meeting of the Independent Non-Executive Directors held on May 29, 2023.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. On the basis of the ranking filled in the evaluation questionnaire and discussion by the Board, the performance of the Board, its committees and individual Directors (including Independent Non-Executive Directors) has been assessed as satisfactory.

The Company has in place a mechanism for employees for reporting genuine concerns from reprisal and victimisation. The policy is available in the ‘Investor Relations’ section at the Company’s website https://investors.lemontreehotels.com/corporate-governance-coc-and-vigil-mechanism.html. During the

Financial Year under review, no concerns have been received by the Company from any of the Directors,

Officers, employees and associates pertaining the Code of Conduct and Vigil Mechanism/Whistle

Blower Policy.

The Company has in place a Risk Management Policy formulated in accordance with the provisions of Section 134(3)(n) of the Act, which is available in the ‘Investor Relations’ section at the Company’s website https:// www.lemontreehotels.com/factsheet/Policies/Risk_ Management_Policy.pdf. There has been no change in the policy during the Financial Year under review.

The Company has a system in place for identification of risks associated with the Company’s objectives, operations, development, revenue and regulations and appropriate measures are taken, wherever required, to mitigate such risks beforehand.

The Risk Management Committee has a Risk Management Framework in place with a standardised methodology, tools, and procedures for identifying and monitoring the Company’s material business risks.

The Company has in place a Compliance Framework to cover compliances applicable across the Company’s corporate office and hotels. This framework assigns the responsibility of compliance execution and review to the respective compliance owners and allows all key stakeholders to monitor compliance execution and associated risks at any given point of time.

The Statutory Auditors and the Internal Auditors report to the Audit Committee during their audit and highlight risk(s), if any, associated with the organisation and, in consultation with the management and the Audit Committee, also suggest the appropriate measures which can be taken by the Company in this regard.

The Statutory Auditors also report to the Audit Committee any instance of non-adherence to the procedures and manuals which may increase the risk of frauds in the organisation.

The Company has in place a Nomination and Remuneration Policy which lays down the criteria for appointment, evaluation of performance of Directors and remuneration of Directors, KMP, Senior Management Personnel and other employees. There has been no change in the policy since the last Financial Year. The Nomination and Remuneration Policy is attached as ‘Annexure-2’ to this Board Report.

During the Financial Year under review, the Company has taken necessary approval/recommendation with respect to appointment/re-appointment of Directors/

KMP, wherever required, from Nomination and Remuneration Committee in accordance with the terms of the policy.

The Company has in place a CSR Policy, formulated in terms of provisions of Section 135(4) of the Act read with Rule 6 of the Companies (Corporate Social Responsibility Policy) Rules,2014. The policy is available in the ‘Investor Relations’ section at the Company’s website https://www.lemontreehotels.com/factsheet/ Policies/Corporate_Social_Responsibility_Policy.pdf.

The report on CSR Activities for the Financial Year under review as required under Section 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 read with Rule 9 of the Companies (Accounts) Rules, 2014 is attached as ‘Annexure-3’ to this Board Report.

The Company has in place a Policy on Distribution of Dividend to comply with Regulation 43A of the SEBI (LODR) Regulations. The policy is available in the ‘Investor Relations’ section at the Company’s website https://www.lemontreehotels.com/factsheet/Policies/ Dividend_Distribution_Policy.pdf.

The Policy on Appointment and Rotation of Auditors in compliance with the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014 is available in the ‘Investor Relations’ section at the Company’s website https://www.lemontreehotels. com/factsheet/Policies/Rotation_of_Auditors_Policy. pdf.

During the Financial Year under review, in compliance with the requirements of the terms of reference of the Nomination and Remuneration Committee, a Policy on Board Diversity to enhance the quality of performance of the Board has been approved by the Nomination and Remuneration Committee in their meeting held on February 10, 2023. The policy is available in the ‘Investor Relations’ section at the Company’s website https://www.lemontreehotels.com/factsheet/Policies/ Policy_on_Board_Diversity.pdf.

As on March 31, 2023, the Company has fifteen

(15) Direct Subsidiary Companies and nine (9) Indirect Subsidiary Companies and three (3)

Associate Companies:

Fleur Hotels Pvt. Ltd., Carnation Hotels Pvt. Ltd., Canary Hotels Pvt. Ltd., Sukhsagar Complexes Pvt. Ltd, Oriole Dr. Fresh Hotels Pvt. Ltd., Lemon Tree Hotel Company Pvt. Ltd., Red Fox Hotel Company Pvt. Ltd., Hamstede Living Private Limited, Grey Fox Project Management Company Pvt. Ltd., PSK Resorts & Hotels Pvt. Ltd., Dandelion Hotels Pvt. Ltd., Madder Stays Private Limited, Arum Hotels Private Limited (formerly known as Jessamine Stays Private Limited) and Nettle Hotels Private Limited (formerly known as Poplar Homestead Holdings Private Limited).

During the Financial Year under review, a wholly owned subsidiary of the Company viz: Totally Foxed

Solutions Private Limited has been incorporated with the objective of carrying out the digital transformation of Lemon Tree Group and the creation of hospitality digital platform.

During the Financial Year under review, the Company has acquired a 25.10% shareholding of Carnation Hotels Private Limited from Mr. Rattan Keswani and thereafter Carnation Hotels Private Limited has become a Wholly Owned Subsidiary of the Company.

The shareholders are apprised that the Company has received the first motion order from the National

Company Law Tribunal, New Delhi ("NCLT") w.r.t the Scheme of Amalgamation ("Scheme") of Wholly Owned Subsidiary(ies) of the Company viz. Valerian Management Services Private Limited ("Transferor Company No. 1"), Grey Fox Project Management Company Private Limited ("Transferor Company No. 2"), PSK Resorts & Hotels Private Limited ("Transferor Company No. 3") and Dandelion Hotels Private Limited ("Transferor Company No. 4", (Transferor Company No. 1, Transferor Company No. 2, Transferor Company No. 3 and Transferor Company No. 4 together referred as "Transferor Companies") with Lemon Tree Hotels Limited ("Transferee Company") for dispensation of convening a meeting of equity shareholders and creditors of the Transferor Companies and dispensation of convening a meeting of secured creditors and convening a meeting of shareholders and unsecured creditors of the Transferee Company.

The NCLT court convened meeting of equity shareholders and unsecured creditors was held on January 19, 2023 for approval of the Scheme and the Scheme has been duly passed by the shareholders and creditors. Further, the Company has also filed the

Second Motion Application with the NCLT on January

31, 2023, and the final date of hearing is fixed for June 9, 2023. On the approval of the Scheme by the NCLT, the Transferor Company (ies) shall be amalgamated with the Company w.e.f April 1, 2022 (Appointed Date of Scheme).

Berggruen Hotels Private Limited, Bandhav Resorts Pvt. Ltd., Celsia Hotels Pvt. Ltd., Inovoa Hotels and Resorts Ltd., Iora Hotels Pvt. Ltd., Ophrys Hotels Pvt. Ltd., Hyacinth Hotels Pvt. Ltd., Manakin Resorts Pvt. Ltd. and Valerian Management Services Pvt. Ltd.

Further, as on March 31, 2023, the Company has three (3) Associate Companies viz. Mind Leaders Learning India Pvt. Ltd, Pelican Facilities Management Pvt. Ltd. and Glendale Marketing Services Private Limited.

Further, the Subsidiary Companies viz. Fleur Hotels Pvt. Ltd and Celsia Hotels Pvt. Ltd. are partners of a limited liability partnership, Mezereon Hotels LLP ("Mezereon").

In accordance with Section 129(3) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014, the consolidated financial statements of the Company and all its Subsidiary Companies, Associate Companies and joint venture companies have been prepared by the Company and a report on the performance and financial position of each of the Subsidiary Companies,

Associate Companies and Joint Ventures included in the consolidated financial statement is attached as

‘Annexure-4’ to this Report.

In terms of provisions of Section 136 of the Act, separate audited accounts of the subsidiary companies shall be available in the ‘Investor Relations’ section at the Company’s website https://investors.lemontreehotels. com/financials-subsidiaries.html. The Company will make available physical copies of these documents upon request by any shareholder of the Company interested in obtaining the same.

The Management Discussion and Analysis on the Company’s performance, industry trends and other material changes with respect to the Company, its Subsidiary Companies and Associate Companies, wherever applicable, has been given separately and forms part of this Board Report.

Pursuant to the provisions of Regulation 34(2)(f) of the SEBI (LODR) Regulations, the Business Responsibility and Sustainability Report is attached as ‘Annexure-10’ to this Board Report.

The Company has voluntary adopted an Integrated Report during the previous financial year. The Integrated Report for the Financial Year under review is prepared in alignment with the Integrated Reporting Framework laid down by the International Integrated Reporting Council and aims at presenting the value creation approach for our stakeholders.

The Company has adopted good governance practices and is committed to maintaining high standards of corporate ethics, professionalism and transparency. The Company has adopted polices in line with good corporate governance requirements including a Policy on Related Party Transactions, Policy on Material Subsidiary, Policy for Material Information and Events, Corporate Social Responsibility Policy, Dividend Distribution Policy, Whistle Blower Policy and a Policy on Board Diversity. These policies are available in the ‘Investor Relations’ section at the Company’s website https://investors.lemontreehotels.com/#.

In compliance with the provisions of Regulations 34(3) of the SEBI (LODR) Regulations, a separate report on

Corporate Governance together with a certificate from the Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the SEBI (LODR) Regulations is attached as ‘Annexure-5’ to this Board Report.

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

The Company’s total long-term borrowings from banks/ financial institutions increased from H 34,172.83 Lakhs in the previous year to H 35,260.87 Lakhs in the current year.

During the Financial Year under review, the Company has an Employee Stock Option Scheme, 2006 (‘ESOP Scheme’).

* All the options have been exercised by Krizm Hotels Private Limited Employee Welfare Trust.

** Options granted prior to the listing of the Company’s shares were based on the valuation done by an Independent Chartered Accountant from time to time.

A certificate from the Secretarial Auditors of the

Company that the scheme has been implemented in accordance with the SEBI (Share Based Employee

Benefits and Sweat Equity) Regulations, 2021 will be placed at the ensuing Annual General Meeting for inspection by shareholders of the Company.

Further, during the Financial Year under review, 684,850 shares have been exercised by the employees of the Company through Krizm Hotels Private Limited Employee Welfare Trust.

The applicable disclosures as stipulated under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 with regard to Employee’s Stock Option Plan of the Company are given herein below and the information required under the SEBI (Share Based

Employee Benefits and Sweat Equity) Regulations,

2021 is available at the Company’s website https://investors.lemontreehotels.com/corporate-governance-esop-scheme.html.

The statement including the details of employees as required to be furnished in accordance with the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are set out in ‘Annexure-6’ to this Board Report.

Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in ‘Annexure-7’ to this Board Report.

Pursuant to Section 134(3)(C) read with Section 134(5) of the Act, the Directors, to the best of their knowledge and ability, hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures;

(ii) they have selected such accounting policies in consultation with the Statutory Auditors 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 ended March 31, 2023 and of the profit and loss of the Company for the Financial Year ended on that date;

(iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act. for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv) the annual accounts of the Company have been prepared on a going concern basis;

(v) they have 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

M/s Deloitte Haskins & Sells, LLP (FRN:117366W/W-100018), Chartered Accountants have been re-appointed as Statutory Auditors of the Company in the Annual General Meeting held on September 14, 2022 for a further period of 5 years upto conclusion of the Annual General Meeting of the Company to be held in Calendar Year 2027.

The reports given by the Statutory Auditors on the Standalone Financial Statements of the Company and the Consolidated Financial Statements of the Company and the Subsidiary and Associate Companies for the Financial Year ended March 31, 2023, forms part of this Board Report. There have been no qualifications, reservation or adverse remarks made by the Statutory Auditors in their reports. The Statutory Auditors have not reported any frauds under Section 143(12) of the Act.

The Board of Directors of the Company, have appointed

M/s Sanjay Grover & Associates, Practicing Company

Secretaries to conduct the Secretarial Audit for the Financial Year under review in accordance with Section 204 of the Act. The Secretarial Auditors have submitted their report, which is annexed as ‘Annexure-8’ to this Board Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

As per Regulation 24A of the SEBI (LODR) Regulations, the Secretarial Audit Report of the unlisted material Subsidiary Companies conducted for the Financial Year ended March 31, 2023, by the Practicing Company Secretaries are annexed as 'Annexure-9' to this Board Report. None of the said Secretarial Audit Report contains any qualification, reservation or adverse remark or disclaimer.

Further, the Board of Directors of the Company, has appointed M/s DPV & Associates LLP, Practicing

Company Secretaries to conduct the Secretarial Audit for the FY24 in accordance with Section 204 of the Act.

There are no significant or material orders passed by the regulators, courts or tribunals having an impact on the future operations of the Company or its going concern status.

The Company, being engaged in the hotel business, is classified as providing infrastructure facilities in terms of the Schedule VI to the Act and is exempted from the compliance for loans made, guarantees given, and security provided in terms of Section 186 (11) of the Act. However, the details of loans, guarantees, and investments made by the Company forms part of the notes to the Financial Statements.

Further, the details required in terms of Regulation 34(3) of the SEBI (LODR) Regulations with respect to loans given by the Company to its subsidiaries is given hereunder. For details regarding investments and guarantees please refer to the notes to the Financial Statements. The Company has not provided any security covered under Section 186 of the Act & accordingly the disclosure requirement does not apply.

H in Lakhs

In line with the requirements of the Act and the SEBI (LODR) Regulations, the Company has formulated a Policy on Dealing with Related Party Transactions which has been amended during the Financial Year under review. The Policy can be accessed in the ‘Investor Relations’ section at the Company’s website https://www.lemontreehotels.com/factsheet/Policies/ Related_Party_Transaction_Policy.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all material transactions between the Company and related parties.

All contracts / arrangements / transactions entered by the Company with related parties during the Financial Year under review were in the ordinary course of business and on an arm’s length basis.

During the Financial Year under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material. In view of the above, the requirement of giving particulars of contracts / arrangements / transactions made with related parties in Form AOC-2 are not applicable for the Financial Year under review. Further, you may refer to other Related Party Transactions in Note No. 33 and Note No. 38 of the Standalone and Consolidated Financial Statements.

Lemon Tree Hotels is committed to maintaining eco-friendly and energy conservation practices across all of its hotel properties. The Company strongly believes in conservation and accordingly has implemented many eco-friendly processes for energy and water preservation, waste management disposal, measures to control water, noise and environmental pollution. Our existing and upcoming hotels are designed and constructed to qualify for the L.E.E.D Gold Standard.

Further, the details of steps taken for conservation of energy are provided in Business Responsibility and Sustainability Report which forms part of this Board Report.

The Company has utilised an alternative source of energy viz. renewable energy in the form of Solar Photo voltaic systems which are being utilised by its hotels. The Company is also using solar hot water systems in its hotels to reduce heating load for hot water systems.

The Company has made capital investments in the installation and commissioning of solar photo voltaic systems at its hotels to capture free solar energy for reducing the energy requirement and in the installation of heat recovery ventilation and heat recovery wheel systems.

The Company is in the service industry and operates and manages its hotels across India, UAE and Bhutan. However, no know how and technology has been imported during the financial year under review. However, efforts have been made to imbibe various new technologies like green building, rainwater harvesting, use of plumbing faucets, and sewage treatment plants.

The Company during the Financial Year under review has not carried out any activity which can be construed as Research & Development. Therefore, there is nothing to report under this section.

The Company does not propose any dividend on the shares of the Company for the Financial Year ended March 31, 2023.

No transfers to reserves were made, as no appropriations were required to be made during the Financial Year under review.

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. The Statutory Auditors and the Internal Auditors routinely conduct system checks and give their report after evaluation of the efficacy and adequacy of the Company’s internal control systems including controls with respect to the financial statements, compliance with operating systems, accounting procedures and policies. Based on the report of the Internal Auditors, the departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and follow up actions thereon are reported to the Audit Committee as well and further corrective action taken as per the inputs received from the Audit Committee, Statutory Auditors and Internal Auditors.

Maintenance of cost records and the requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

The information regarding foreign exchange earnings and outgo for the Financial Year under review is mentioned hereunder:

H in Lakhs

During the Financial Year under review the Company has complied with the Secretarial Standards on Board and General meetings issued by the Institute of Company Secretaries of India.

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the Financial Year under review.

The Company has not done any one-time settlement with banks during the Financial Year under review.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the Financial Year under review, no complaint was received by the Corporate Ethics Committee formed in this regard.

Further, an Internal Complaints Committee is also in place at all hotel locations and no complaint has been received during the Financial Year under review.

Pursuant to Section 101 and 136 of the Act read with the Companies (Management and Administration) Rules, 2014 and the Companies (Accounts) Rules, 2014, the

Company can send Notice of Annual General Meeting, financial statements and other communications in electronic form.

The Company shall be sending this Board Report including the Notice of Annual General Meeting, Audited Financial Statements, along with annexures etc. for the Financial Year ended March 31, 2023, in the electronic mode to the shareholders who have registered their email ids with the Company and/or their respective

Depository Participants (‘DPs’). Shareholders who have not registered their e-mail addresses so far are requested to register their e-mail addresses.

Those shareholders holding shares in dematerialised form can register their e-mail addresses with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the Company, by sending a letter, duly signed by the first/sole holder quoting details of their

Folio No.

The Board of Directors place on record their appreciation for the valuable support and cooperation of the Company’s bankers, government agencies, customers, suppliers, shareholders, employees and other statutory authorities, who have reposed their continued trust and confidence in the Company.

For & On behalf of the Board of Directors of Lemon Tree Hotels Limited

DATE: May 30, 2023 Chairman & Managing Director

PLACE: New Delhi DIN:00002974