About EIH Ltd

EIH Ltd, the flagship company of Oberoi Group is one of the largest chains of hotels in India. The Oberoi Group is the owner and operator of 19 outstanding hotels, resorts and a luxury River Nile cruiser in Egypt under the Oberoi Hotels & Resorts brand and 10 five-star properties under the Trident Hotels label. In addition, the Group proudly own and manage the prestigious Maidens Hotel in New Delhi. Its comprehensive range of services include flight catering, airport lounges, travel and excursions, vehicle rentals, project management services and corporate air charters. The Company is in the business of luxury hotels, restaurant, management contracts and travel and tours. They operate hotels under the brand name 'Oberoi' and 'Trident'. The luxury hotels are operated under the Oberoi brand and five-star hotels are operated under the Trident brand. The hotels owned and managed by the Company are The Oberoi, Mumbai; The Oberoi Udaivilas, Udaipur; The Oberoi, New Delhi; The Oberoi, Bangalore; The Oberoi Grand, Kolkata; The Oberoi Vanyavilas, Ranthambhore; Trident, Nariman Point, Mumbai, and Trident, Bandra Kurla, Mumbai. Other business units owned and managed by the Company include Motor Vessel Vrinda, Cochin (a luxury cruiser); Oberoi Airport Services, Mumbai, Delhi, Chennai, Kolkata, Cochin, Bangalore; Business Aircraft Charters and luxury car hire. EIH Ltd was incorporated on May 26, 1949 as a Public Limited Company with the name East India Hotels Ltd. Initially, the Company was in the business of lessee and operator of The Oberoi Palace Hotel in Srinagar, Kashmir. In the year 1956, the Equity Shares of the Company were fist listed on BSE. In the year 1965, they built their first hotel, The Oberoi Intercontinental, now known as The Oberoi, New Delhi. In September 9, 1968, The Associated Hotels of India Ltd and Hotels (1938) Pvt Ltd were amalgamated with the company pursuant to which the company acquired five hotels including, The Oberoi Grand in Kolkata, The Maidens Hotel in Delhi and The Oberoi Cecil, Shimla. In 1973, the company commenced operations at the Oberoi Towers in Mumbai and subsequently expanded their operations from the five star deluxe segment to 'Trident' branded hotels which were targeted at business and leisure customers seeking high-quality service at more affordable prices. In the year 1986, the company forayed into the airport services business by entering into a ten year contract with the International Airport's Authority to operate all the snack bars and restaurants at the domestic and international terminals in Mumbai. In November 1996, the company changed their name from East India Hotels Ltd to EIH Ltd. In January 1997, the company opened an international luxury resort namely, The Oberoi Lombok in Indonesia. In April 1997, they opened the luxury resort hotel in the Himalayas. During the year 2001-02, Mumtaz Hotel Ltd became the subsidiary company, which owns the 5-Star luxury hotel 'Amarvilas', an Oberoi Resort at Agra. Also, the company opened Vanyavilas, an Oberoi Resort at Ranthambhore during the year. During the year 2002-03, the company commenced their flight catering operations in Chennai after acquiring the business from EIH Associated Hotels Ltd. The hotel 'Udaivilas' in Udaipur was opened on August 15, 2002. The company renamed 'Vilas' hotels as The Oberoi Rajvilas, The Oberoi Amarvilas and The Oberoi Udaivilas with effect from October 1, 2003. Re-naming was done in order to remove the misconception from mind of customers that the Vilas hotels were separate from the Oberoi brand. In November 2003, the company launched Motor Vessel Vrinda, a luxury Crusier in the backwaters of Kerala. In March 2004, the company signed an agreement with Hilton International to co brand their Trident hotels in India. The Oberoi Towers, Mumbai was re-branded Hilton Towers and the Trident in Jaipur, Udaipur, Agra, Chennai, Cochin, Bhubaneshwar and Gurgaon were re-branded as Trident Hilton with effect from April 1, 2004. During the year 2004-05, the company opened two new restaurants namely, 'threesixty degree' and 'Travertino' at The Oberoi, New Delhi. They also opened a new restaurant namely, 'Tiffin' at The Oberoi, Mumbai. During the year 2005-06, they commenced their Flight Service Operations at Bangalore to cater to increased flights to that city. The company transferred Oberoi Cecil in Shimla and Trident Hilton in Bhubaneshwar to EIH Associated Hotels Ltd with effect from April 1, 2006. During the year 2007-08, the company completed the process of amalgamation of the company's wholly owned subsidiary, Rajgarh Palace Hotel and Resorts Ltd. Oberoi Hotels & Resorts was rated the leading luxury hotel brand in Asia in a Travel agents' poll at the World Travel Awards, 2007. Trident Hotels was rated the best first class hotel brand in India at the Galileo-Express Travel World Awards, 2007. The company terminated the strategic marketing and co-branding alliance with leading global hotel chain Hilton International Co with effect from April 1, 2008. The company signed Management Contracts through their foreign subsidiary for two The Oberoi Luxury Hotels in Abu Dhabi and one in Oman. During the year 2008-09, the company signed the Management Contracts for setting up and operating Flight Kitchens at Cochin and Calicut Airports. Balamurie Island Resort Pvt Ltd has ceased to be a joint venture company. In December 21, 2008, The Trident, Nariman Point was restored and reopened for business. In December 1, 2009, the company opened the 440 key Trident at Bandra Kurla, Mumbai, which has three speciality restaurants, each with their own distinctive cuisine and ambience. The Oberoi, Mumbai which was closed after substantial damage following the terror attacks on November 26, 2008 reopened on April 24, 2010. In June 30, 2010, EIH International Ltd, a wholly owned subsidiary of the company, completed the acquisition of the 45.85% equity interest of Amex Investment Ltd, in their international hotels Joint Venture Company EIH Holdings Ltd, for USD 45 million. With this acquisition EIH Holdings Ltd, became wholly owned subsidiary of EIH International Ltd. Also, EIH Holdings Ltd signed a Management Contract for a hotel at Scorpio Bay, Greece and a second Oberoi hotel in Mauritius. In August 30, 2010, some shareholders of the company, namely Oberoi Hotels Pvt Ltd, Aravali Polymers LLP and Prithvi Raj Singh Oberoi sold 5,54,70,303 shares, representing approximately 14.12% of the share capital of the company to Reliance Industries Investment and Holding Pvt Ltd at a cost of Rs 1021 crore. In 2010, EIH's luxury hotel at Nariman Point in Mumbai the Oberoi, Mumbai reopened after full renovation subsequent to the terrorist attacks in 2008. On 24 February 2011, EIH informed the stock exchanges that it recognised Rs 96.76 crore and Rs 52.67 crore as income on account of insurance claim against losses due to business interruption during the Financial Years 2008-09 and 2009-10, respectively. Against the said claim, the insurance company has settled an amount of Rs 112.45 crore on 22 February 2011, resulting in a shortfall of Rs 36.98 crore which will be accounted for as loss during the quarter and financial year ending 31 March 2011. Further, against losses on account of damage to the company's properties as per books of account amounting to Rs 10.71 crore, the insurance company has settled the claim at Rs 17.42 crore on replacement value basis on 22 February 2011 resulting in a surplus of Rs 6.70 crore which will be accounted for as income during the quarter and financial year ending 31 March 2011. On 28 March 2011, EIH announced that the company has successfully completed its Rights Issue of 17.86 crore equity shares with a face value of Rs 2 each at a premium of Rs 64 per Equity Share (Issue Price Rs 66 per Equity Share) amounting to Rs 1178.86 crore to the existing shareholders. The Rights were given to those shareholders whose name appeared in the books of the company as on 22 February 2011, the record date fixed for the purpose, in the ratio of 5 Equity Shares for every 11 Equity Shares held. Giving an update on the company's ongoing projects, EIH said at the time of announcement of Q1 June 2011 results on 9 Aug 2011 that MOUs have been signed in respect of hotel projects at Pune and Casablanca, Morocco.The company's hotel property Oberoi, Dubai opened in June 2013 followed by Trident, Hyderabad which opened in September 2013. On 30 January 2016, EIH Limited announced closure of operations for its hotel The Oberoi New Delhi from 1 April 2016 for major renovation of the property. On 2 March 2017, EIH Limited announced that the company has delisted its GDRs from the London Stock Exchange, effective 28 February 2017 and accordingly the Deposit Agreement, dated 7 October 1994, between the company and The Bank of New York Mellon (the Depository) has also been terminated. As a result of the termination of the Deposit Agreement, any remaining holders of the GDRs will receive the net proceeds of the sale of the underlying equity shares sold by the Depository. At the time of announcement of Q4 March 2018 results on 30 May 2018, EIH Limited announced that its hotel property The Oberoi, New Delhi which was originally scheduled to reopen in early April 2018 has opened ahead of schedule on 1 January 2018. The property reopened after major renovation. During period 2021-22, the Company sold entire shareholding in EIH Flight Services Ltd, Mauritius. During 2022-23, The Bay Club, managed by the Oberoi Group was opened in November 2022 in Mumbai.

EIH Ltd Chairman Speech

Showcasing the best of India to the world

Dear Shareholders,

Globally, 2022 was a tale of two halves. It was marked by the uncertainty of the Russia-Ukraine conflict, stringent Covid-19 lockdowns in China and elevated inflation, leading to monetary tightening. However, as the year progressed, inflation eased, China reopened earlier than expected and personal consumption in major economies remained resilient. Despite such positive developments, the world still faces ongoing challenges and there are risks to economic growth and recovery that persist.

INDIA PERSPECTIVE

India, on the other hand, instils greater optimism, retaining its status as the fastest growing major economy and fifth largest economy in the world. Global headwinds notwithstanding, India grew at a higher than earlier estimated rate of 7.2%, driven by robust private consumption, steady government expenditure on infrastructure development and a revival in business and investment sentiment. Private consumption was the highest since FY 2014-15. This growth is anticipated to generate increased employment opportunities, higher disposable income and, in turn, enhance spending capacity.

A ROBUST RECOVERY

Strong economic growth contributed to a ripple effect across many industry sectors. The hospitality industry witnessed a significant growth in demand, further aided by an increase in leisure, social events, conferences, and business travel. The trend was validated by significant growth in domestic air traffic, increasing 60% over the previous year to 136 million passengers and almost at par with pre-pandemic levels.

India's G20 presidency has paved the way for a rise in international arrivals. This benefited the hospitality industry across a number of locations. The industry also witnessed demand not limited to large cities and the growth of travel to niche secondary destinations.

We also witnessed international travel continuing to recover across the globe. With borders opening, India has emerged as an important travel destination. This was validated by the substantial increase in Foreign Tourist Arrivals (FTAs) from 1.5 million in 2021 to 6.2 million during 2022.

The hotel industry is currently facing challenges of being underinvested. Demand has consistently exceeded supply. Room supply increased by 3.5% whilst demand grew by 5.4%. Of the 170 hotels that opened in 2022, the average inventory was 65 rooms. Remarkably, 93 of these hotels had 50 rooms or less, with just 2 hotels providing an inventory of 300 room and more. These figures indicate the pressing need for increased investment in the hotel industry, meet rising demand and address the evident supply shortage.

Consumer patterns indicate travellers are seeking premium experiences, personalised itineraries, and quality accommodation at many unexplored destinations. Our brand is synonymous with luxury experiences, and we are well placed to deliver to this growing demand. The luxury and upper upscale segments in India have demonstrated strong growth, with an increase in Revenue per Available Room (RevPAR). This aligns perfectly with our business focus, setting a solid foundation for our expansion. Our recent investments and signings are consistent with these evolving trends.

Significant interest in spiritual tourism, facilitated by increased accessibility through air travel also presents opportunities for growth.

Our efforts to secure opportunities in this growing segment places us in a favourable position to benefit from this expanding market.

With major Indian airlines adding substantial capacity, we anticipate increased access to multiple destinations. This presents an opportunity to deliver unique hotels at these locations and provide world class hospitality to our guests. Our renowned service standards and strong brand recall will contribute to the success of establishing new destinations in India and accelerating the growth of our footprint.

Our strategic alignment with luxury and upper upscale segments, focus on personalised experiences, reputation for quality and luxury and presence in outstanding locations will ensure we are well placed to continue our consolidation and growth in the hospitality industry.

At EIH Limited, we acknowledge the pressing issue of climate change and recognise its significance for the travel and hospitality industry. We have been actively involved in initiatives that would propel our decarbonising journey and promote sustainable behaviour among travellers. Sustainability is a key pillar of our strategic vision. During the year, we have partnered with leading consultants to establish defined targets and a comprehensive roadmap to address Environment, Social, and Governance (ESG) parameters throughout all aspects of our operations. Our investments and initiatives have started yielding positive results across our ESG indicators. As part of our commitment to sustainability, we are actively engaged in charitable initiatives at local and national levels, fostering a sense of community. Moving forward, we will continue to develop our ESG ambitions and transition more hotels to renewable energy sources, aligning our operations with sustainable practices and driving positive change within our industry.

Finally, I take this opportunity to thank every member of our organisation for their commitment and dedication to our pursuit of excellence. Their untiring efforts ensure our guests are provided a world class hospitality experience that is sincere and distinguished. The year ahead will undoubtedly be challenging but equally, offers many opportunities. The industry revival will be further aided by global marquee events, G20 summits and the ICC Cricket World Cup. This together with renewed optimism of India's economic prospects bodes well for our growth prospects and EIH's continued success as a leading hospitality company.

Thank you for your continued support and trust.

EIH Ltd Company History

EIH Ltd, the flagship company of Oberoi Group is one of the largest chains of hotels in India. The Oberoi Group is the owner and operator of 19 outstanding hotels, resorts and a luxury River Nile cruiser in Egypt under the Oberoi Hotels & Resorts brand and 10 five-star properties under the Trident Hotels label. In addition, the Group proudly own and manage the prestigious Maidens Hotel in New Delhi. Its comprehensive range of services include flight catering, airport lounges, travel and excursions, vehicle rentals, project management services and corporate air charters. The Company is in the business of luxury hotels, restaurant, management contracts and travel and tours. They operate hotels under the brand name 'Oberoi' and 'Trident'. The luxury hotels are operated under the Oberoi brand and five-star hotels are operated under the Trident brand. The hotels owned and managed by the Company are The Oberoi, Mumbai; The Oberoi Udaivilas, Udaipur; The Oberoi, New Delhi; The Oberoi, Bangalore; The Oberoi Grand, Kolkata; The Oberoi Vanyavilas, Ranthambhore; Trident, Nariman Point, Mumbai, and Trident, Bandra Kurla, Mumbai. Other business units owned and managed by the Company include Motor Vessel Vrinda, Cochin (a luxury cruiser); Oberoi Airport Services, Mumbai, Delhi, Chennai, Kolkata, Cochin, Bangalore; Business Aircraft Charters and luxury car hire. EIH Ltd was incorporated on May 26, 1949 as a Public Limited Company with the name East India Hotels Ltd. Initially, the Company was in the business of lessee and operator of The Oberoi Palace Hotel in Srinagar, Kashmir. In the year 1956, the Equity Shares of the Company were fist listed on BSE. In the year 1965, they built their first hotel, The Oberoi Intercontinental, now known as The Oberoi, New Delhi. In September 9, 1968, The Associated Hotels of India Ltd and Hotels (1938) Pvt Ltd were amalgamated with the company pursuant to which the company acquired five hotels including, The Oberoi Grand in Kolkata, The Maidens Hotel in Delhi and The Oberoi Cecil, Shimla. In 1973, the company commenced operations at the Oberoi Towers in Mumbai and subsequently expanded their operations from the five star deluxe segment to 'Trident' branded hotels which were targeted at business and leisure customers seeking high-quality service at more affordable prices. In the year 1986, the company forayed into the airport services business by entering into a ten year contract with the International Airport's Authority to operate all the snack bars and restaurants at the domestic and international terminals in Mumbai. In November 1996, the company changed their name from East India Hotels Ltd to EIH Ltd. In January 1997, the company opened an international luxury resort namely, The Oberoi Lombok in Indonesia. In April 1997, they opened the luxury resort hotel in the Himalayas. During the year 2001-02, Mumtaz Hotel Ltd became the subsidiary company, which owns the 5-Star luxury hotel 'Amarvilas', an Oberoi Resort at Agra. Also, the company opened Vanyavilas, an Oberoi Resort at Ranthambhore during the year. During the year 2002-03, the company commenced their flight catering operations in Chennai after acquiring the business from EIH Associated Hotels Ltd. The hotel 'Udaivilas' in Udaipur was opened on August 15, 2002. The company renamed 'Vilas' hotels as The Oberoi Rajvilas, The Oberoi Amarvilas and The Oberoi Udaivilas with effect from October 1, 2003. Re-naming was done in order to remove the misconception from mind of customers that the Vilas hotels were separate from the Oberoi brand. In November 2003, the company launched Motor Vessel Vrinda, a luxury Crusier in the backwaters of Kerala. In March 2004, the company signed an agreement with Hilton International to co brand their Trident hotels in India. The Oberoi Towers, Mumbai was re-branded Hilton Towers and the Trident in Jaipur, Udaipur, Agra, Chennai, Cochin, Bhubaneshwar and Gurgaon were re-branded as Trident Hilton with effect from April 1, 2004. During the year 2004-05, the company opened two new restaurants namely, 'threesixty degree' and 'Travertino' at The Oberoi, New Delhi. They also opened a new restaurant namely, 'Tiffin' at The Oberoi, Mumbai. During the year 2005-06, they commenced their Flight Service Operations at Bangalore to cater to increased flights to that city. The company transferred Oberoi Cecil in Shimla and Trident Hilton in Bhubaneshwar to EIH Associated Hotels Ltd with effect from April 1, 2006. During the year 2007-08, the company completed the process of amalgamation of the company's wholly owned subsidiary, Rajgarh Palace Hotel and Resorts Ltd. Oberoi Hotels & Resorts was rated the leading luxury hotel brand in Asia in a Travel agents' poll at the World Travel Awards, 2007. Trident Hotels was rated the best first class hotel brand in India at the Galileo-Express Travel World Awards, 2007. The company terminated the strategic marketing and co-branding alliance with leading global hotel chain Hilton International Co with effect from April 1, 2008. The company signed Management Contracts through their foreign subsidiary for two The Oberoi Luxury Hotels in Abu Dhabi and one in Oman. During the year 2008-09, the company signed the Management Contracts for setting up and operating Flight Kitchens at Cochin and Calicut Airports. Balamurie Island Resort Pvt Ltd has ceased to be a joint venture company. In December 21, 2008, The Trident, Nariman Point was restored and reopened for business. In December 1, 2009, the company opened the 440 key Trident at Bandra Kurla, Mumbai, which has three speciality restaurants, each with their own distinctive cuisine and ambience. The Oberoi, Mumbai which was closed after substantial damage following the terror attacks on November 26, 2008 reopened on April 24, 2010. In June 30, 2010, EIH International Ltd, a wholly owned subsidiary of the company, completed the acquisition of the 45.85% equity interest of Amex Investment Ltd, in their international hotels Joint Venture Company EIH Holdings Ltd, for USD 45 million. With this acquisition EIH Holdings Ltd, became wholly owned subsidiary of EIH International Ltd. Also, EIH Holdings Ltd signed a Management Contract for a hotel at Scorpio Bay, Greece and a second Oberoi hotel in Mauritius. In August 30, 2010, some shareholders of the company, namely Oberoi Hotels Pvt Ltd, Aravali Polymers LLP and Prithvi Raj Singh Oberoi sold 5,54,70,303 shares, representing approximately 14.12% of the share capital of the company to Reliance Industries Investment and Holding Pvt Ltd at a cost of Rs 1021 crore. In 2010, EIH's luxury hotel at Nariman Point in Mumbai the Oberoi, Mumbai reopened after full renovation subsequent to the terrorist attacks in 2008. On 24 February 2011, EIH informed the stock exchanges that it recognised Rs 96.76 crore and Rs 52.67 crore as income on account of insurance claim against losses due to business interruption during the Financial Years 2008-09 and 2009-10, respectively. Against the said claim, the insurance company has settled an amount of Rs 112.45 crore on 22 February 2011, resulting in a shortfall of Rs 36.98 crore which will be accounted for as loss during the quarter and financial year ending 31 March 2011. Further, against losses on account of damage to the company's properties as per books of account amounting to Rs 10.71 crore, the insurance company has settled the claim at Rs 17.42 crore on replacement value basis on 22 February 2011 resulting in a surplus of Rs 6.70 crore which will be accounted for as income during the quarter and financial year ending 31 March 2011. On 28 March 2011, EIH announced that the company has successfully completed its Rights Issue of 17.86 crore equity shares with a face value of Rs 2 each at a premium of Rs 64 per Equity Share (Issue Price Rs 66 per Equity Share) amounting to Rs 1178.86 crore to the existing shareholders. The Rights were given to those shareholders whose name appeared in the books of the company as on 22 February 2011, the record date fixed for the purpose, in the ratio of 5 Equity Shares for every 11 Equity Shares held. Giving an update on the company's ongoing projects, EIH said at the time of announcement of Q1 June 2011 results on 9 Aug 2011 that MOUs have been signed in respect of hotel projects at Pune and Casablanca, Morocco.The company's hotel property Oberoi, Dubai opened in June 2013 followed by Trident, Hyderabad which opened in September 2013. On 30 January 2016, EIH Limited announced closure of operations for its hotel The Oberoi New Delhi from 1 April 2016 for major renovation of the property. On 2 March 2017, EIH Limited announced that the company has delisted its GDRs from the London Stock Exchange, effective 28 February 2017 and accordingly the Deposit Agreement, dated 7 October 1994, between the company and The Bank of New York Mellon (the Depository) has also been terminated. As a result of the termination of the Deposit Agreement, any remaining holders of the GDRs will receive the net proceeds of the sale of the underlying equity shares sold by the Depository. At the time of announcement of Q4 March 2018 results on 30 May 2018, EIH Limited announced that its hotel property The Oberoi, New Delhi which was originally scheduled to reopen in early April 2018 has opened ahead of schedule on 1 January 2018. The property reopened after major renovation. During period 2021-22, the Company sold entire shareholding in EIH Flight Services Ltd, Mauritius. During 2022-23, The Bay Club, managed by the Oberoi Group was opened in November 2022 in Mumbai.

EIH Ltd Directors Reports

The Board presents the Seventy Third Annual Report together with the Audited Financial Statements and the Auditor's Report for the Financial Year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

The financial highlights are set out below:

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 134 (5) of the Companies Act, 2013 (“the Act”) and, based upon representations from Management, the Board states that: a) in preparing the Annual Accounts, applicable accounting standards have been followed and there are no material departures; b) the Directors have selected accounting policies, applied them consistently and made judgements and estimates that are reasonable and prudent 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 the year; c) the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the Annual Accounts of the Company on a “going concern” basis; e) the Directors have laid down internal financial controls to be followed by the Company. These internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws. These systems are adequate and are operating effectively.

PERFORMANCE

The annexed Management Discussion and Analysis Report forms part of this report and covers, amongst other matters, the performance of the Company during the FY23 as well as the future outlook.

TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves for the Financial Year ended March 31, 2023.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached and forms part of this Report.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report along with the certificate from the Practicing Company Secretary is attached and forms part of this Report.

MATERIAL CHANGES, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

There are no material changes affecting the financial position of the Company after the closure of the FY23 till the date of this Report.

DIVIDEND

The Board recommends a Dividend of Rs 1.10 per equity share of Rs 2 each for the FY23, for approval by Shareholders at the forthcoming Annual General Meeting.

BOARD MEETINGS

During the year, six Board Meetings were held on May 04, 2022, June 04, 2022, July 27, 2022, November 02, 2022, February 10, 2023 and March 14, 2023.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the first meeting of the Board of Directors for the FY24 held on May 22, 2023, as required under Section 149(7) of the Act read with the Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they meet the criteria of independence required under Section 149(6) of the Act and Regulation 16(1)(b) of the

Listing Regulations. The Board, after undertaking due assessment of the veracity of the declarations submitted by the Independent Directors under Section 149(6) of the

Act read with Regulation 25(9) of the Listing Regulations, was of the opinion that the Independent Directors meet the criteria of independence.

Mr. Prithviraj Singh Oberoi relinquished his office of

Executive Chairman and Director of the Company with effect from May 03, 2022 for health reasons and the

Board of Directors at its meeting held on May 04, 2022 had accepted his resignation. The Board expresses its acknowledgement of the energetic entrepreneurship, long-term vision and wise leadership provided by Mr. Prithviraj Singh Oberoi during his several decades' tenure as a Director of the Company and subsequently as the Chairman of the Board. The Board also expresses its deep appreciation and gratitude to Mr. Prithviraj Singh Oberoi for his immense contributions in elevating EIH

Limited to a global luxury hotels company that runs some of the finest hotels in the world, each with an unmatched standard of service.

Subsequently, the Board of Directors, appointed Mr. Prithviraj Singh Oberoi as Chairperson Emeritus for

Life in its meeting held on June 04, 2022.

The Board of Directors at its meeting held on May 04, 2022 appointed Mr. Arjun Singh Oberoi as the Executive Chairman of the Company w.e.f. May 04, 2022 for a period of 5 years. The Shareholders, by way of a special resolution passed through postal ballot approved the appointment of Mr. Arjun Singh Oberoi as the Executive Chairman of the Company.

The term of appointment of Mr. Shib Sanker Mukherji as Executive Vice Chairman of the Company concluded on June 26, 2022 and he resigned from the position of Director of the Company w.e.f. June 27, 2022. The Board expressed its gratitude for the immense contribution made and guidance provided by Mr. Shib Sanker Mukherji during his 5 decade long association with the Company. The Board also expressed its appreciation for Mr. Shib Sanker Mukherji valuable guidance over last 2 decades as member of the Board.

The Board of Directors re-appointed Dr. (Ms.) Chhavi Rajawat for a second term as Independent Director of the Company for a further 5 (five) consecutive years with effect from October 30, 2022.

Ms. Nita Mukesh Ambani will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends re-appointment of Ms. Nita Mukesh Ambani as a Non-Executive Director on the Board.

CORPORATE SOCIAL RESPONSIBILITY

The Company's Corporate Social Responsibility (CSR) Policy formulated in accordance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 can be accessed on the Company's website https://www.eihltd.com/-/media/eihltd/pdf-files/polices-and-code-of-conduct/corporate-social-responsibility-policy/eih-csr-policy-18.pdf

The Report on Corporate Social Responsibility activities for the FY23 is attached in the prescribed format as per Annexure – I and forms part of this Report.

During the year the Company was not mandatorily required to spend towards CSR initiatives due to negative average net profits in the preceding three years. However,

Company's hotels have undertaken the following initiatives: The Oberoi, Bengaluru supports Cheshire Homes India, which facilitates hearing and speech impaired children a nurturing environment along with means to achieve their goals and ultimately leading a better, brighter and fulfilling life. The Home provides educational, medical and vocational support to these children so that they reach their potentials. On the occasion of Independence Day and our Founder's birth anniversary, a hotel team went to the campus of Cheshire Homes to deliver lunch boxes. The hotel also contributed to Friends in Need Society, which helps the homeless and the elderly.

The Oberoi Vanyavilas, Ranthambore contributed to Yash Foundation for orphan children. The hotel contributed to Tiger watch NGO to commemorate work done by wildlife warriors and celebrated Ranthambore being a safe heaven for Tigers. The hotel also supported campaign ‘Badlega Madhopur' and took steps to beautify the district and under this initiative the walls of nearby area of Ranthambore called Kherda were painted.

The Oberoi, New Delhi supports Goonj with the team donated clothes, books, shoes and other basic necessities. The hotel also donated clothes to people in need through Natkhat Bachpan. Team members from all departments visited the children at SOS Village They engaged with the children through various learning sessions like career opportunities in hospitality, bed making sessions, table setup, cooking session along with some outdoor games. During Christmas colleagues visited Mother Teresa Home and distributed hampers and sang Christmas carols. The hotel also organised Blood Donation Camps in association with Rotary Blood Bank, Delhi.

AUDIT COMMITTEE

The composition of the Audit Committee is as under:

• Mr. Rajeev Gupta – Independent Director & Chairperson

• Mr. Sudipto Sarkar – Independent Director

• Mr. Anil Kumar Nehru - Independent Director

• Mr. Sanjay Gopal Bhatnagar – Independent Director

• Mr. Arjun Singh Oberoi – Executive Chairman; and

• Mr. Shib Sanker Mukherji – Executive Vice Chairman* *member upto June 26, 2022

For other details relating to the Audit Committee, please refer to the Corporate Governance Report.

COMPANY'SPOLICYONDIRECTORSAPPOINTMENT AND REMUNERATION AND SENIOR MANAGEMENT PERSONNEL APPOINTMENT AND REMUNERATION

The Company's policy on Directors Appointment and Remuneration (“Director Appointment Policy”) and Senior Management Appointment and Remuneration Policy (“Senior Management Policy”) formulated in accordance with Section 178 of the Act read with the Regulation 19(4) of the Listing Regulations can be accessed on the Company's website https://www.eihltd.com/-/media/eihltd/pdf-files/polices and-code-of-conduct/other-policies/eiih-director-appointment-remuneration-policy-revised-2019.pdf https://www.eihltd.com/-/media/eihltd/pdf-files/polices-and-code-of-conduct/other-policies/sr-management-policy.pdf.

The salient features of the Directors Appointment Policy are as under:

• The Policy aims to engage Directors (including Non-Executive and Independent Non-Executive Directors) who are highly skilled, competent and experienced persons within one or more fields of business, finance, accounting, law, management, sales, marketing, administration, corporate governance, technical operations or other disciplines related to the business of the Company. The Directors are able to positively carry out their supervisory role in the management and the general affairs of the Company;

• Assessing the individual against a range of criteria including but not limited to industry experience and other qualities required to operate successfully in the position with due regard to the benefits of diversity of the Board;

• The extent to which the individual is likely to contribute to the overall effectiveness on the Board and work constructively with other Directors;

• The skills and experience the individual brings to the role and how these will enhance the skillsets and experience of the Board as a whole;

• The nature of positions held by the individual including ent air blowers, directorships or other relationships and the impact they may have on the Directors ability to exercise independent judgement;

• The time commitment required from a Director to actively discharge his or her duties to the Company.

The Salient features of the “Senior Management Policy” are as under:

• The objective of the Policy is to provide a framework and set standards for the appointment, remuneration and termination of Key Managerial Personnel (KMP) and Senior Managerial Personnel, who have the capacity and responsibility to lead the Company towards achieving its long-term objectives, development and growth;

• Appointment & Remuneration of Key Managerial Personnel and Senior Managerial Personnel are aligned to the interests of the Company and its Shareholders within an appropriate governance ency and effectiveness framework;

• Remuneration is structured to align with the Company's interests, taking into account the Company's strategies and risks;

• Remuneration is linked to individual and Company performance which in turn impacts the quantum of variable pay;

• Remuneration is designed to be competitive within the hospitality industry or other industries in general for applicable roles;

• Executives performing similar complexity of jobs are paid similar compensation.

ENERGY CONSERVATION MEASURES

Focused energy conservation efforts were maintained throughout the year. Key measures taken include installation of energy year. These include continued replacement of conventional lamps with LED based lamps, demand based ventilation systems, energy efficient blowers, motion sensor lights in back of house, individual control valves in laundries to optimise steam use, replacement of heat exchanger tubes in boiler, condensate and waste heat recovery systems, power factor improvement systems, energy efficient pumps and energy valves in air handling units.

Furthermore, conservation measures through tight control of kitchen and laundry equipment were exercised. Major plant and machinery like elevators, chillers, boilers, ventilation equipment, etc. were operated with adaptive controls in relation to occupancy and ambient weather conditions. The operation and maintenance strategy continued to be implemented to ensure that plant and machinery were operated in the most efficient state.

Some of the actions planned for next year are continued replacement of conventional lamps with LED lamps, installation of energy efficient pumps, heat pumps, water flow optimisers, variable frequency drive based effic of chillers,energy chiller heat exchanger tubes, energy efficient fans in handling units, wet bulb based control system for cooling towers, solar water heating system and upgrading steam based laundry machines to electrically heated machines. Additionally, operational measures and initiatives by energy conservation teams comprising of cross functional groups, close monitoring and performance evaluation of plant and machinery and upgrading plant room equipment. With various energy conservation measures taken in FY23, we were able to reduce our total absolute energy consumption by about 3.4 million kWh in comparison to FY20. These energy savings resulted in the reduction of our carbon dioxide emissions by about 500 tonnes in comparison to FY20.

TECHNOLOGY ABSORPTION

The Company continues to adopt and use the latest technologiestoimprovethe of its business operations.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the FY23, the foreign exchange earnings of the Company were Rs 5,379.57 million as compared to Rs 1,231.32 million in the previous year. The expenditure in foreign exchange during the Financial Year was Rs 406.02 million as compared to Rs 62.96 million in the previous year.

AUDITOR AND AUDITOR'S REPORT

At the 72^nd Annual General Meeting of the Company held on July 28, 2022 the shareholders approved the reappointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (FRN 117366W/W-100018) as the Statutory Auditors of the Company to hold office for five consecutive equipment years from the conclusion of the 72^nd Annual General Meeting till the conclusion of the 77^th Annual General Meeting to be held in 2027.

The Report of the Auditors does not contain any qualification, reservation, adverse remarks or fraud.

SECRETARIAL AUDITORS

In accordance with the provisions of Section 204 of the Act, M/s. JUS & Associates were appointed as the Secretarial Auditors of the Company for the Financial Year ended March 31, 2023. The Secretarial Audit Report for the Financial Year 2022-23 submitted by the Secretarial Auditor does not contain any qualification, reservation or adverse remarks. The Secretarial Audit Report is annexed and forms part of this Report. The certificate from the Practicing Company Secretary pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the Listing Regulations with respect to non-disqualification of Directors of the Company is also annexed and forms part of this Report.

SECRETARIAL STANDARDS

During the year, the Company has complied with applicable Secretarial Standards.

RELATED PARTY TRANSACTIONS

The contracts, arrangements and transactions entered into by the Company during the Financial Year with related parties were in the ordinary course of business and were at arm's length. During the year, the Company has not entered into any contract, arrangement or transaction with Related Parties that could be considered material in accordance with the Related Party Transaction Policy of the Company. Thus, there are no transactions which are required to be reported in Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. The Policy on Related Party Transactions approved by the Board can be accessed on the Company's website https://www.eihltd.com/-/media/eihltd/pdf-files/polices-and-code-of-conduct/related-party-transaction-policy/ eih-rpt-policy-revised_2019.pdf The details of Related Party Transactions are set out in Note nos. 45 and 43 to the Standalone and Consolidated Financial Statements, respectively.

ANNUAL RETURN

In accordance with 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.eihltd.com/-/media/eihltd/pdf-files/annual reports/annual-report-2022-2023/mgt-7-eih-22-23-for-website.pdf.

LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investment made, guarantees given, if any and the purpose for which the loan, guarantee and investment will be utilised are provided in the Standalone Financial Statements in Note nos. 8, 13 & 46(b).

DEPOSITS

During the year, the Company did not accept any deposits from the public.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

The Company has a Whistle-Blower Policy in place for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct, “The Oberoi Dharma”. The Policy provides for protected disclosures for the Whistle- Blower. Disclosures can be made through e-mail or letter to the Whistle Officer or to the Chairperson the Audit Committee. The Whistle-Blower Policy can be accessed on the Company's website

72 https://www.eihltd.com/-/media/eihltd/pdf-files/ police s - and - code - of- conduc t /ot her- policie s / whistleblowerpolicyeih139final.pdf

Subsidiaries / Joint Ventures

The Company has three Indian subsidiaries which are also Joint Ventures, namely, Mumtaz Hotels Limited, Mashobra Resort Limited and Oberoi Kerala Hotels and Resorts Limited.

The Company's overseas subsidiaries are EIH International Ltd., BVI, EIH Holdings Ltd., BVI, PT Widja Putra Karya,

Indonesia, PT Waka Oberoi Indonesia, Indonesia and PT Astina Graha Ubud, Indonesia.

In accordance with Regulation 16 read with the Regulation 24 of the Listing Regulations, the following unlisted subsidiary of the Company was identified as “material subsidiary” for the Financial Year 2023-24 (based on Income/Net worth in the preceding accounting year 2022-23):

Associates

The Company has two domestic Associate Companies, namely, EIH Associated Hotels Limited (a listed entity) and USmart Education Ltd (an unlisted entity) and one overseas Associate Company, namely, La Roseraie De L'Atlas (which is also a Joint Venture) through its wholly-owned foreign subsidiary.

Joint Ventures

The Company has three Joint Venture Companies, one domestic, namely, Mercury Car Rentals Private Limited and two overseas, namely, Oberoi Mauritius Limited and Island Resorts Limited (Subsidiary of Oberoi Mauritius Limited) through its wholly-owned foreign subsidiary.

A Report on the performance and financial position of each of the Subsidiaries, Associates and Joint Venture Companies is provided in the Annexure to the Consolidated Financial Statements and hence not repeated here for the sake of brevity.

The policy on material subsidiaries can be accessed on the Company's website: https://www.eihltd.com/-/media/eihltd/pdf-files/polices-and-code-of-conduct/other-policies/eih-material-subsidiaries-policy-revised-2019.pdf

DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) REMUNERATION a) In accordance with Section 197 read with Schedule V of the Companies Act, 2013, the Board of Directors in its meeting held on November 02, 2022 on the recommendation of the Nomination and

Remuneration Committee revised the remuneration of Mr. Arjun Singh Oberoi and Mr. Vikramjit Singh Oberoi for the FY23. The Shareholders through Postal Ballot have also approved the resolutions with the requisite majority.

b) The ratio of the remuneration of each Director to the median employees remuneration for the Financial Year is as under:

Directors' remuneration includes retirement benefits, wherever applicable

*ceased w.e.f. May 03, 2022 **up to June 26, 2022 c) The percentage increase in remuneration of each Executive Directors, Chief Financial Officer and Company Secretary in the Financial Year are as under:

Total remuneration includes retirement benefits, wherever applicable

* up to May 03, 2022 # up to June 26, 2022.

d) The percentage increase in the median remuneration of employees in the Financial Year is -30.51%. e) The number of permanent employees on the rolls of the Company at the end of the Financial Year are 8,297. f) The average percentage increase already made in the salaries of employees of the Company other than the managerial personnel in the last Financial Year was 7.00%. g) The Executive Directors do not receive remuneration or commission from any of the subsidiaries of the Company.

It is hereby

Directors and Key Managerial Personnel are as per the Remuneration Policy of the Company.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT SYSTEMS

Compliances of Internal Financial Controls and Risk Management Systems are given in the Management Discussion & Analysis Report.

BOARD EVALUATION

The Company has a Board Evaluation Policy for evaluation of the Chairperson, individual Directors, Committees and the Board. An independent external agency was engaged by the Company for the Board Evaluation for the Financial Year 2022-23. The external agency has interacted with the Board Members covering various aspects of the Board's functioning, Board culture, performance of specific duties that theremunerationoftheExecutive by Directors and contribution to the Board proceedings.

The process of review of Non-Independent Directors, the Chairperson, the Board as a whole and also its Committees were undertaken in a separate meeting of Independent Directors held on March 14, 2023 without the attendance of Non-Independent Directors and members of the management. The Independent Directors also assessed the quality, quantity and timeliness of information required for the Board to perform its duties properly.

The Directors have expressed their satisfaction with the evaluation process conducted by the independent external agency.

Based on the findings from the evaluation process, the

Board will continue to review its procedures, processes and effectiveness of Board's functioning, individual Directors effectiveness and contribution to the Board's functioning in the Financial Year 2023-24 with a view to practice the highest standards of Corporate Governance.

COST RECORDS

The Company is not required to maintain cost records in accordance with Section 148 of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 as the services of the Company are not covered under these rules.

SIGNIFICANT AND MATERIAL ORDERS, IF ANY

During the Financial Year, there were no significant or material orders passed by the Regulators, Courts or Tribunals impacting the going concern status and the Company's operation in future.

PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE

The Company has a policy for prevention of sexual harassment of its women employees at the workplace. In accordance with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and rules made thereunder, the Company has constituted an Internal Complaint Committee (ICC) at all its hotels, Oberoi Flight Services (OFS), Oberoi

Airport Services (OAS) and its Corporate Office.

Details of Complaints are provided in the Corporate Governance Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided to members on request.

CAUTIONARY STATEMENT

Risks, uncertainties or future actions could differ materially from those expressed in the Directors' Report and the Management Discussion and Analysis. These statements are relevant on the date of this Report. We have no obligation to update or revise any statements, whether as a result of new information, future developments or otherwise. Therefore, undue reliance should not be placed on these statements.

ACKNOWLEDGEMENT

The Board takes this opportunity to thank all employees for their commitment, dedication and co-operation.

EIH Ltd Company Background

EIH Ltd Company Management

EIH Ltd Listing Information

EIH Ltd Finished Product