*FY 2025-26 figures above have been aligned with the restated audited figures disclosed by the Company in its financial results for the quarter ended June 30, 2026. The FY 2024-25 comparative figures presented under the consolidated basis represent the standalone financial figures of the Company, as there was no subsidiary whose accounts were required to be consolidated for that financial year.

Total revenue from operations for the financial year 2025-26 was 34,108.11 lakhs as compared to 31,819.24 lakhs in the previous financial year, showing an increase of 7.19% over the previous financial year.

Combined revenue from Food & Beverage including Wines & Liquor increased by 4.07% and the room revenue increased by 12.26% during the year under review, as compared to the previous financial year.

Total Income for this year was 34,925.30 lakhs, which was higher by 8.91% than the previous year's Total Income of 32,068.21 lakhs.

Further, the Company reported a Net loss of 10,224.96 lakhs this year in comparison to the Net Profit of 18,743.55 lakhs for the previous financial year.

Total revenue from operations for the financial year 2025-26 was 34,108.11 lakhs as compared to 31,819.24 lakhs in the previous financial year, showing an increase of 7.19% over the previous financial year.

Combined revenue from Food & Beverage including Wines & Liquor increased by 4.07% and the room revenue increased by 12.26% during the year under review, as compared to the previous financial year.

Total Income for this year was 34,925.30 lakhs, which was higher by 8.91% than the previous year's Total Income of 32,068.21 lakhs.

Further, the Company reported a Net loss of 10,225.71 lakhs this year in comparison to the Net Profit of 18,743.55 lakhs for the previous financial year.

No amount was transferred to the General Reserve for the year under review.

In view of the losses incurred by the Company and after considering holistically the relevant circumstances, your directors are constrained not to recommend any dividend during/for the year under review.

In accordance with the provisions of Section 129 of the Companies Act, 2013 ("the Act") read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), your Directors have presented the financial statements on Standalone and Consolidated basis of the Company for the financial year 2025-26, as part of this Annual Report.

In accordance with the provisions of Section 136 of the Act, Balance sheet, statement of profit & loss, cash flow statement, statement of changes in equity and notes to accounts on standalone and consolidated basis are open for inspection by the members at the registered office of the Company, copies of which may be furnished, if desired by any member.

Except as disclosed below and elsewhere in this Report and the financial statements, there have been no other material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

During the Financial Year 2025-26, the Company raised Funds of 764.94 Crores by issue of 2,31,80,000 Equity Shares of 10/- each at a Premium of 320/- on preferential basis and the same amount is utilized by the Company for repayment to its lenders with which it has entered One Time Settlement.

The Company has also appointed M/s Infomerics Valuation and Rating Limited as the monitoring agency to monitor the utilization of the proceeds raised through the preferential issue. In its report dated May 15, 2026, the monitoring agency confirmed that the funds raised by the Company have been fully utilized towards the repayment of its debts. During the year, the Company also raised 300 Crores on February 02, 2026 through allotment of 3,000 unlisted, senior, secured, redeemable Non-Convertible Debentures on a private placement basis. The relevant details are disclosed in the financial statements and in the disclosures made to the Stock Exchanges.

Except as stated below, during the year under review or between the end of that financial year and the date of this Report, no significant or material orders were passed by the Regulators, Courts or Tribunals which may impact the going concern status or future operations of the Company.

Pursuant to the Hon'ble Delhi High Court's Order dated August 03, 2026 and compliance with the directions contained therein, the Company has received the original title deeds/security documents pertaining to Hyatt Regency Delhi, Bhikaji Cama Place, New Delhi - 110066. The said Order directed the Company to deposit 159,66,05,228 with the Registrar General of the Court, and the amount so deposited remains subject to the final outcome of the proceedings. The original title deeds have been deposited by the Co. with Vistra ITC Limited being trustees to the Non-Convertible Debentures (NCD) issued by the Company, as per terms of issuance of the said debentures.

7,436.13 Lakhs during the previous financial year. The Company's earnings in foreign exchange for the year under review are set out in Annexure 'B' to this Report.

During the financial year under review, the Authorised Share Capital of the Company was increased from 70,00,00,000 (Rupees Seventy Crores Only) divided into 4,00,00,000 equity shares of 10 each and 3,00,00,000 preference shares of 10 each to 75,00,00,000 (Rupees Seventy-Five Crores Only) divided into 4,50,00,000 (Four Crore and Fifty Lakhs) equity shares of 10 each (Rupees Ten) aggregating to 45,00,00,000 (Rupees Forty Five Crores only) and 3,00,00,000 (Three crore) preference shares of 10 (Rupees Ten) each aggregating to 30,00,00,000 (Rupees Thirty crores only) pursuant to the approval of the shareholders at the Extra-ordinary General Meeting held on November 08, 2025.

Consequent to the aforesaid increase, Clause V of the Memorandum of Association of the Company relating to the Authorised Share Capital was amended accordingly.

As of March 31, 2026, the Authorised Share Capital of the Company stood 75,00,00,000 (Rupees Seventy Five Crores Only) divided into 4,50,00,000 (Four Crore and Fifty Lakhs) equity shares of 10 each (Rupees Ten) aggregating to 45,00,00,000 (Rupees Forty-Five Crores only) and 3,00,00,000 (Three crore) preference shares of 10 each (Rupees Ten) aggregating to 30,00,00,000 (Rupees Thirty crores only). The issued, subscribed and paid-up share capital of the Company as on March 31, 2026 was 42,63,32,290 (Rupees Forty-Two Crores Sixty-Three Lakh Thirty-Two Thousand Two Hundred Ninety Only), comprising 4,26,33,229 equity shares of 10 each.

The increase in the Authorised Share Capital was undertaken to provide the Company with greater flexibility for future fund raising requirements, business expansion, strategic initiatives and other corporate purposes as may be approved by the Board and shareholders from time to time.

Consequent to the aforesaid increase in the Authorised Share Capital, and in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, including the criteria laid down under Regulation 164A thereof and other applicable laws, the Company has issued and allotted 2,31,80,000 (Two Crore Thirty-One Lakh Eighty Thousand) Equity Shares of face value of 10/- each, at a premium of 320/- per Equity Share, on a preferential basis.

Accordingly, the issued, subscribed and paid-up equity share capital of the Company increased from 19,45,32,290 (Rupees Nineteen Crores Forty-Five Lakhs Thirty-Two Thousand Two Hundred and Ninety only) divided into 1,94,53,229 equity shares of 10 each to 42,63,32,290 (Rupees Forty Two Crores Sixty-Three Lakhs Thirty-Two Thousand Two Hundred and Ninety only) divided into 4,26,33,229 equity shares of 10 each pursuant to the allotment of 2,31,80,000 equity shares of 10 each at premium of 320 each.

Further, the Company has received in-principle, listing and trading approval from both the Exchanges i.e. National Stock Exchange of India Limited and BSE Limited.

A brief detail of the Events are provided hereunder:-

Accordingly, the paid-up equity share capital of the Company stood as at March 31, 2026 is 42,63,32,290 (Rupees Forty-Two Crores Sixty-Three Lakhs Thirty-Two Thousand Two Hundred and Ninety only) divided into 4,26,33,229 equity shares of 10 each.

The shares are actively traded on BSE and NSE and have not been suspended from trading.

During the Financial Year under review, the Company has issued and allotted 3,000 (Three Thousand) unlisted, senior, secured, redeemable Non-Convertible Debentures of face value of INR 10,00,000/- (Indian Rupees Ten Lakhs only) each (hereinafter referred to as "Debentures"), aggregating to a nominal value of upto INR 300,00,00,000 (Indian Rupees Three Hundred Crores only) on a private placement basis in terms of the applicable provisions of the Companies Act, 2013 read with the rules made there under and the Listing Regulations. The relevant details are disclosed in the financial statements and in the disclosures made to the Stock Exchanges.

For detailed terms and conditions please refer Note no. 18 of the Financial Statements of the Company Forming part of this Annual Report.

There are no shares in the Demat suspense account or unclaimed suspense account of the Company.

During the year under review, there were no shares in respect of which dividend remained unpaid/unclaimed consecutively for a period of seven years were transferred to IEPF Authority in accordance with Section 124(6) of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended or re-stated from time to time.

The Company does not have any promoter or promoter group, as defined under the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations"), and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI LODR Regulations").

Accordingly, the Company is managed by its Board of Directors and a Professional management team. No individual, entity, or group of persons exercises control over the affairs of the Company in the capacity of a promoter or promoter group within the meaning of the aforesaid regulations.

During the financial year, the Company issued and allotted 2,31,80,000 equity shares via Preferential issue to Elana Holdings PTE. Ltd., amounting to 54.37% of its total issued capital. Consequently, the Company is a subsidiary of Elana Holdings PTE. Ltd.

During the financial year, the Company incorporated a wholly owned subsidiary, AHNL Realty Private Limited, on August 8, 2025 under the provisions of Companies Act, 2013. The subsidiary was established to undertake real estate business and support the Company's strategic growth initiatives.

As at the end of the financial year, AHNL Realty Private Limited was a wholly owned subsidiary of the Company. The subsidiary had not commenced significant commercial operations as of the reporting date.

The details of the subsidiary form part of the consolidated financial statements and are disclosed in the notes to the financial statements in accordance with the applicable statutory and accounting requirements.

During the year under review, the subsidiary had not commenced significant commercial operations and its financial contribution to the Group was not material. The Board and the management regularly monitored its activities and financial position.

Pursuant to the applicable provisions of the Companies Act, 2013 and the applicable Accounting Standards/Indian Accounting Standards (Ind AS), the financial statements of the subsidiary have been consolidated with those of the Company and the consolidated financial statements present the financial performance, cash flows and financial position of the Group as a whole. A statement containing salient features of the financial statements of Company's subsidiary in Form AOC-1 pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2015 is annexed to the financial statement, forms part of this Annual Report.

M/s G. K. Choksi & Co., Chartered Accountants (Firm Registration no. 101895W), were appointed as the statutory auditors

of the Company from the conclusion of 44th Annual General Meeting till the conclusion of 49th Annual General Meeting of the Company.

The Statutory Auditors have confirmed that they are not disqualified from continuing as the auditors of the Company.

The Statutory Auditors have issued an unmodified opinion on the Company's Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026 and the Auditor's Reports do not contain any qualification, reservation, adverse remark or disclaimer. The Auditor's Reports, however, draw attention to a Material Uncertainty Related to Going Concern arising, inter alia, from the loss before exceptional items and tax and the excess of current liabilities over current assets, and contain an Emphasis of Matter in relation to defaults in repayment of borrowings, penal interest and the preferential issue of equity shares utilized for repayment of borrowings. The audit opinion is not modified in respect of these matters.

The Board has considered the aforesaid observations together with the related notes to the financial statements. The financial statements have been prepared on a going concern basis considering, inter alia, the significant equity infusion during the year, substantial repayment of borrowings, improvement in capital structure and liquidity, recent operating performance and cost optimization measures undertaken and being implemented by the Company.

There are no instances of any fraud reported by the Statutory Auditors to the Audit Committee or the Board pursuant to section 143(12) of the Act.

The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2026 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

In the opinion of the Statutory Auditors of the Company, as expressed by them in their report, the Company has adequate internal financial control systems over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2026.

During the year under review, M/s. Agarwal URS & Co., Chartered Accountants, New Delhi, the internal auditors of the Company, conducted periodic audits. The Audit Committee reviews the detailed Internal Audit reports submitted by the Internal Auditors and takes note of the actions taken on the observations and recommendations made by them.

Your directors are confident that there are adequate internal financial control systems and procedures which are being followed and complied with.

No fraud has been reported under Section 143(12) of the Act by the Internal Auditors of the Company.

The Board of Directors of the Company, on the recommendation of the Audit Committee, in its meeting held on May 28, 2026 have re-appointed M/s. Agarwal URS & Co., Chartered Accountants, New Delhi, as an internal auditor of the Company for the Financial Year 2026-27.

The Members at the 44th Annual General Meeting held on September 29, 2025, appointed M/s. Chandrasekaran Associates, Company Secretaries, (Firm Registration Number: P1988DE002500) as Secretarial Auditors of the Company for a period of 5 years from FY2025-26 to FY2029-30.

The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI.

M/s. Chandrasekaran Associates, Company Secretaries, the Secretarial Auditors of the Company, have submitted their report for the financial year ended on March 31, 2026 which is annexed as Annexure 'A' and forms part of this Report.

Secretarial Auditors in their Report dated May 28, 2026, has expressed qualified opinion in respect of the following points and the management reply are also mentioned below correspondence to that points:

(a) As per Regulation 17(1)(a) of SEBI Listing Regulations, the Board of directors shall have at least one woman director. The Company falls under the category of top 2000 listed entities. However, there was no woman director in the Board of the Company for the period from September 13, 2025, to December 15, 2025.

2026 to March 24, 2028.

Director of the Company by the Board to hold office for a term of 1 (One) year with effect from December 16, 2025 to December 15, 2026.

During the year under review, the second and final term of Mr. Deena Nath Pathak (DIN: 02104727) Independent Director, completed from the closing of business hours on March 15, 2026, accordingly he ceased to be the Director of the Company.

During the year under review Mr. Yogesh Chander Modi (DIN: 11574896) was appointed as an Additional Director in the category of Independent Non-Executive Director of the Company by the Board for a period of two years w.e.f. March 25, 2026 to March 24, 2028.

During the year under review, except as stated above, there was no change in the Directors or Key Managerial Personnel of the Company.

Post closure of Financial Year 2025-26, the second and final term of Mr. Arjun Raghavendra Muridharan (DIN: 09801149), Independent Director, completed from the closing of business hours on April 03, 2026, accordingly he ceased to be the Director and Chairman of the Board of Directors of the Company. Thereafter, Dr. Sharad Sharma (DIN: 07752383), Whole Time Director, has been appointed as Chairman of the Board of Directors of the Company w.e.f. May 08, 2026.

Post closure of Financial Year 2025-26, Mr. Tarun Srivastava, Company Secretary and Compliance officer of the Company resigned from the Company w.e.f. closing of business hours on April 04, 2026, accordingly he ceased to be the Company Secretary and Compliance officer of the Company thereafter.

Post closure of Financial Year 2025-26, to fill the vacancy of Company Secretary and Compliance officer, the Board of Directors in its meeting held on May 28, 2026 had appointed Ms. Kriti Narula Sehgal as Company Secretary and Compliance officer of the Company w.e.f. June 01, 2026.

Post closure of Financial Year 2025-26, Mr. Naresh Kumar Jain (DIN: 01281538) was re-appointed as an Independent Non-Executive Director of the Company to hold office for a 2 (second) term of two years with effect from May 29, 2026 to May 28, 2028.

Post closure of Financial Year 2025-26, Mr. Sunil Upadhyay, CFO of the Company resigned from the Company w.e.f. closing of business hours on May 31, 2026, accordingly he ceased to be the CFO of the Company thereafter.

Post closure of Financial Year 2025-26, to fill the vacancy of CFO, the Board of Directors in its meeting held on May 28, 2026 had appointed Mr. Sachin Goel, as CFO of the Company w.e.f. June 01, 2026, however Mr. Sachin Goel also resigned from the post of CFO w.e.f. close of business hours of July 07, 2026.

Post closure of Financial Year 2025-26, the Board of Directors in its meeting held on May 28, 2026, on the recommendation of the Nomination and Remuneration Committee, re-appointed Dr. Arun Gopal Agarwal (DIN: 00374421) as the Whole Time Director designated as CEO & Executive Director for a period of 1 (One) year with effect from July 30, 2026 to July 29, 2027, subject to Shareholders' approval.

Post closure of Financial Year 2025-26, the Board of Directors in its meeting held on August 10, 2026, on the recommendation of the Nomination and Remuneration Committee, re-appointed Mr. Krishna Kumar Acharya (DIN: 08933298) as the Whole Time Director designated as Executive Director for a period of 2 (Two) years with effect from August 12, 2026 to August 11, 2028, subject to Shareholders' approval.

A detailed note on the composition of the Board is provided in the Corporate governance report, which forms part of this Report.

Pursuant to Section 134(5) of the Act, your Directors confirm as under:

that in the preparation of the annual accounts for the year ended March 31, 2026, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; that the Directors have 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 under review and of the profits of the Company for that year; that the Directors have taken proper and sufficient care 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 fraud and other irregularities; that the Directors have prepared the annual accounts for the Financial year ended March 31, 2026 on a going concern basis;

that the Directors have laid down internal financial controls that are being followed by the Company and that such internal financial controls are adequate and are operating effectively; and that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

Significant accounting policies followed by the Company, and the required disclosures are detailed in the Notes to the Financial Statements. Further, applicable Ind AS and related presentation and disclosure norms have been complied with.

The information required in terms of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo, to the extent possible in the opinion of your Directors, and forming part of this Report, is given in Annexure 'B'.

The information pursuant to Section 197(12) of the Act, read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of directors, key managerial personnel and employees of the Company is given in Annexure 'C' and forms an integral part of this Report.

Particulars of employee remuneration, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this Annual Report. In terms of the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to Members, excluding the aforementioned information. Any Member interested in obtaining a copy of such statement may write at investorrelations@ahlnorth.com.

Save as otherwise stated above, the Company has complied with the requirements of corporate governance as stipulated in the Listing Regulations.

Pursuant to the provisions of the Listing Regulations, the Corporate Governance Report, together with the Auditors Certificate thereon, is annexed hereto as Annexure 'D'.

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable to the Company on account of the profit reported for FY 2024-25.

For determining the CSR spending obligation for FY 2025-26, the average net profit is computed for the three immediately preceding financial years, i.e. FY 2022-23, FY 2023-24 and FY 2024-25. The average net profit so computed is negative and, accordingly, no amount is required to be spent by the Company on CSR activities for FY 2025-26. Further, in terms of Section 135(9) of the Companies Act, 2013, since the amount required to be spent does not exceed ? 50 lakhs, constitution of a Corporate Social Responsibility Committee is not mandatory and the functions of such Committee are discharged by the Board of Directors. The Board of Directors has adopted the Corporate Social Responsibility (CSR) Policy of the Company, which can be accessed at https://www.asianhotelsnorth.com/pdf/FY2526/CSR_Policy_31Jul2025.pdf.

The annual report on CSR activities as required under the Act and rules made thereunder including the CSR activities undertaken by the Company during the year are set out in 'Annexure- E' of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company has a well-defined Risk Management framework, which is designed to enable risk to be identified, assessed and mitigated appropriately. This framework seeks to create transparency, minimize adverse impact on business objective and enhance Company's competitive advantage. The Company is faced with different types of risks, each risk is carefully mapped and each of such risk requires different approaches for mitigation. The Risk Management Policy lays down the process for identification and mitigation of risks. The policy is available on the website of the Company and can be accessed at https://www.asianhotelsnorth.com/pdf/RiskManagementPolicy11082011_8Sep2021.pdf

Further, based on the market capitalization of the Company, the provisions relating to the formation of a Risk Management Committee is not applicable to the Company.

During the year under review, Ten (10) Board meetings were held, details of which are given in the Corporate Governance Report annexed to this Report as Annexure 'D'.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company has established a vigil mechanism and the Board of Directors of the Company had approved and adopted a 'Whistle Blower Policy' which is uploaded on the website of the Company and can be accessed at https://www.asianhotelsnorth.com/pdf/FY2324/WhistleBlowerPolicy01.04.2019.pdf

The 'Whistle Blower Policy' provides that all employees and directors of the Company are eligible to make protected disclosures to the competent authority i.e. the Chairman of the Audit Committee with respect to any improper activity concerning the Company. The policy provides for direct access to the Chairman of the Audit Committee. The mechanism provides for adequate safeguards against victimization of employees and directors to avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

During the year under review, neither any case was reported under the Whistle Blower Policy nor was anyone denied access to the said competent authority or the Audit Committee.

In terms of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the website of the Company and can be accessed at https://www.asianhotelsnorth.com/annual-returns.html

The aforesaid Annual Return will be filed with the Ministry of Corporate Affairs post annual general meeting, within the prescribed timelines in prescribed form MGT-7 (including form MGT-8). Thereafter, the final Form MGT-7 and Form MGT-8 would be uploaded on the Company's website at the above mentioned link.

Annual evaluation of the performance of the Board, its Committees and of individual directors has been made by the Board. The Board followed the following mechanism for evaluating the performance of the Board, its Committees and individual directors including the Chairman and Independent Directors of the Company:

a. the Independent Directors through their exclusive meeting evaluated the performance of Non-Independent Directors, the Chairman and the Board as a whole;
b. the Nomination and Remuneration Committee considered the views of the Independent Directors through their exclusive meeting regarding the performance of Non-Independent Directors and based there-upon made its recommendations to the Board about their performance;
c. the Nomination and Remuneration Committee evaluated the performance of Independent Directors and made its recommendations to the Board about their performance; and
d. the Board finally evaluated the performance of all individual directors, the Chairman, the Board as a whole and Committees of the Board thereof. While evaluating the performance of the Board, it considers the views of the Independent Directors through their exclusive meeting.

The Board of Directors of the Company has in place an evaluation criterion for assessment of its own performance, that of the committees of the Board and the individual directors. Leadership abilities, understanding the business dynamics, strategic planning for sustainable growth and protection of minority shareholders' interest, are the essential criteria of the performance evaluation of the Directors.

The Board in its meeting held on February 13, 2026, discussed its overall performance and concluded that the Board and its Committees have been performing satisfactorily. Further, based on the feedback received from fellow directors, the Board also evaluated the performance of the individual directors (including the Chairman) and found it satisfactory.

The details of the evaluation criteria are enumerated in the Nomination, Remuneration and Evaluation Policy which can be accessed at: http://www.asianhotelsnorth.com/pdf/NominationRemunerationandEvaluationPolicyeffective01042019.pdf

During the year under review, the Independent Non-Executive Directors who held office submitted declarations confirming that they met the criteria of independence as laid down under Sections 149 and 150 of the Act read with the rules framed thereunder and the applicable provisions of the Listing Regulations. The Independent Non-Executive Directors continuing

in office or appointed during FY 2026-27 have also submitted declarations for FY 2026-27 confirming that they meet the applicable criteria of independence.

Further, they have confirmed that they have obtained registration with the Indian Institute of Corporate Affairs as an Independent Director and such registration continues to be valid; and that they shall ensure renewal of such registration within a period of thirty days from the date of its expiry, as applicable; and that they have complied with Rule 6(1) & 6(2) of Companies (Appointment and Qualification of Directors) Rules, 2014 and the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019.

Further, in terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence.

Reliance was placed on these confirmations/declarations while ascertaining the adequacy of number of independent directors for the purposes of compliance with Regulation 17 and other applicable regulations of the Listing Regulations.

All the Independent Directors have also confirmed compliance with the Company's Code of Conduct for the period during which they held office. Based on the declarations received in respect of the relevant periods, in the opinion of the Board, the Independent Non-Executive Directors who held office during the year fulfilled the conditions specified under Section 149 of the Act and the Listing Regulations and were independent of the management; the Independent Directors presently holding office continue to satisfy the applicable conditions of independence.

In the opinion of the Board of Directors of the Company, all Independent Directors of the Company possess requisite skill, expertise and experience (including the proficiency) and they are the person of high integrity and repute as prescribed under section 149(6) of the Act and the Companies (Appointment and Disqualification of Directors) Rules, 2014 read with the Companies (Accounts) Rules, 2014 (including amendment thereof).

All contracts, arrangements or transactions entered in to by the Company during the financial year 2025-26, were in the ordinary course of business and were at an arm's length basis. Relevant Related Party Disclosures under the provisions of the Act and the Listing Regulations, as applicable, are provided in the Note no. 38 to the financial statements.

For all foreseeable repetitive related party transactions, prior omnibus approval of the Audit Committee is obtained as per applicable laws, on yearly basis, considering that such approval are in the interest of the Company.

During the year under review, the Company had not entered into any contract, arrangement or transaction with related parties which could be considered material in accordance with the Company's policy on materiality of related party transactions read with the provisions of the Listing Regulations. Accordingly, there are no transactions which are required to be reported in Form AOC-2 in pursuance of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Policy on the related party transactions is available on the Company's website at

https://www.asianhotelsnorth.com/pdf/FY2627/Policy%20for%20Related%20Party%20Transactions%2028.05.2026.pdf

The Company incorporated a Wholly Owned Subsidiary in which the Company has made investment in terms of section 186 of the Companies Act, 2013 and rules made thereunder, details of which are provided in Note No. 5 of the Financial Statements of the Company for the Financial Year ended on March 31, 2026.

Apart from above, your Company has not given any Loans, Guarantees or made any investments under the provisions of section 186 of the Companies Act, 2013 during the year under review.

The roles, responsibilities, powers and terms of reference of the Nomination and Remuneration Committee were in conformity with Section 178 of the Act and Rules made there-under, and Regulation 19 of the Listing Regulations and relevant Schedule thereto, as amended or re-stated from time to time, during the year under review. Moreover, the Board of Directors has ensured that the said policy enumerates the criteria laid down for nomination/selection, appointment, evaluation and remuneration of the directors and key managerial personnel; and determines qualifications, positive attributes and independence of directors and/or key managerial personnel, and is uploaded on the website of the Company at https://www.asianhotelsnorth.com/pdf/NominationRemunerationandEvaluationPolicyeffective01042019.pdf

The salient features of the said policy are as under:

1. Role of the Nomination and Remuneration Committee
Ensure diversity of Board; Formulate criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board their appointment; Identify persons who are qualified to become Directors and/or Senior Management Personnel (SMP) and recommend to the Board their appointment; Recommend to the Board a remuneration policy for the directors, key managerial/senior management personnel; and Specify the manner for effective evaluation of performance of the Board, its committees and each category of directors
b) Appointment of Directors/KMPs/SMPs as per criteria set-out in the Nomination, Remuneration and Evaluation Policy
c) Guiding principles for quantum and composition of remuneration, remuneration structure for whole-time directors and non-executive directors
d) Criteria for evaluation of performance of whole-time directors, non-executive directors and independent non-executive directors.

The Company has following committees, which have been established as a part of the corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee

The details with respect to the compositions, powers, roles, terms of reference of relevant committees and number of meetings held during the year are given in detail in the Corporate Governance Report of the Company, which forms part of this Boards' Report.

During the year under review, there has been no change in the nature of business of the Company.

During the year under review, the Company has not invited or accepted or renewed any deposits covered under section 73 of the Companies Act, 2013 and the Rules made thereunder. Further, no amount of principal or interest are outstanding at the end of financial year 2025-26.

The equity shares of the Company are listed on The National Stock Exchange of India Limited and BSE Limited. Further, your Directors would like to inform that the Company has paid the Annual Listing Fees for the FY 2026-27 to the respective Stock Exchanges.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

The Company had duly complied with respect to the compliance of the provisions relating to the Maternity Benefit Act, 1961.

The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies Act, 2013.

Pursuant to Para B of Schedule V to the Listing Regulations, the Management Discussion and Analysis Report is given below:

The tourism and hospitality industry is widely recognized as a key contributor to economic development, employment generation, infrastructure growth, and foreign exchange earnings. Encompassing hotels, restaurants, travel services, and allied sectors, the industry plays a vital role in promoting regional development while showcasing India's rich cultural heritage, historical landmarks, diverse traditions, and natural attractions.

India continues to be one of the world's most preferred travel destinations, supported by its diverse tourism offerings, improving infrastructure, enhanced connectivity, and favorable government initiatives. As a result, the tourism and hospitality sector has emerged as one of the significant growth drivers within the services economy.

According to industry estimates, India's tourism and hospitality sector has the potential to contribute approximately US $3 trillion to the country's GDP by 2047, reflecting its strategic importance in India's long-term economic growth. The sector also remains a significant source of foreign exchange earnings and employment generation, creating substantial opportunities for businesses operating across the hospitality value chain.

Looking ahead, the Company remains optimistic about the industry's growth prospects. Rising disposable incomes, increasing urbanization, evolving consumer preferences, greater adoption of technology, and sustained policy support are expected to continue driving demand. The Company will continue to focus on leveraging these opportunities through operational excellence, customer-centric services, and prudent business strategies to enhance stakeholder value

The Indian hospitality industry continues to demonstrate strong growth momentum, supported by robust domestic travel demand, increasing international tourist arrivals, rising disposable incomes, improved air connectivity, and sustained government initiatives aimed at promoting tourism and infrastructure development. According to industry estimates, the Indian hospitality market is projected to grow from USD 281.83 billion in 2025 to USD 541.70 billion by 2030, registering a CAGR of approximately 13.96% during the forecast period.

The Government of India continues to support the sector through various policy initiatives, including permitting 100% Foreign Direct Investment (FDI) under the automatic route for tourism and hospitality projects, promoting tourism infrastructure, and encouraging investments across the hospitality value chain. Measures to simplify project approvals, develop tourism circuits, improve connectivity, and enhance destination infrastructure are expected to further strengthen the industry's long-term growth prospects.

The aviation sector has also witnessed healthy growth, with domestic air passenger traffic increasing to 14.06 million passengers in February 2026, Improved air connectivity continues to support both leisure and business travel across the country.

According to industry reports, the Indian hospitality sector is expected to register revenue growth of 7-9% in FY 2025 and 6-8% in FY 2026, supported by sustained demand from leisure tourism, corporate travel, and the Meetings, Incentives, Conferences and Exhibitions (MICE) segment. Premium hotels across India are also expected to witness healthy occupancy levels, reflecting continued strength in travel demand.

Emerging travel segments such as wellness tourism and pet-friendly travel are gaining traction. India's wellness tourism market is projected to grow steadily through 2031, supported by increasing awareness of preventive healthcare, wellness retreats, Ayurveda, and medical tourism.

Overall, the outlook for the Indian hospitality sector remains positive, supported by favorable demographics, increasing travel aspirations, digital transformation, expanding tourism infrastructure, and supportive government policies. The Company remains well positioned to capitalize on these growth opportunities by focusing on operational excellence, customer satisfaction, and sustainable business practices.

The Indian hospitality industry continues to benefit from the Government's sustained focus on strengthening tourism infrastructure, improving regional connectivity, and promoting destination development. Investments in airports, highways, rail connectivity, and tourism circuits, along with initiatives such as Swadesh Darshan 2.0, PRASHAD, and digital platforms like NIDHI+, are enhancing the overall tourism ecosystem and improving the ease of doing business. Continued policy support and increased private sector participation are expected to drive long-term growth across the hospitality value chain.

Domestic tourism remains the primary growth engine for the Indian hospitality sector, supported by rising disposable

incomes, improved connectivity, increasing travel aspirations, and demand for experiential travel. Business travel has also strengthened, led by corporate activity, MICE events, and the continued recovery of commercial travel. Religious tourism, weddings, and weekend leisure travel continue to support year-round occupancy across key destinations.

India continues to witness a strong pipeline of hotel developments across luxury, upscale, mid-scale, and budget segments. Hotel operators and developers are increasingly expanding into Tier II and Tier III cities to capitalize on growing demand, improving infrastructure, and rising business activity. The asset-light management and franchise model continues to accelerate branded hotel expansion while optimizing capital deployment.

Changing consumer preferences are reshaping the hospitality landscape, with increasing demand for premium experiences, wellness tourism, eco-friendly accommodations, staycations, and technology-enabled guest services. Digital booking platforms, contactless services, personalized experiences, and sustainability initiatives have become key differentiators, encouraging operators to enhance service quality and operational efficiency.

India's strong macroeconomic fundamentals, favourable demographics, rising household incomes, and continued investments in infrastructure are expected to support sustained growth in the hospitality sector. While global economic uncertainties and geopolitical developments remain monitorable risks, robust domestic demand, expanding tourism infrastructure, and supportive government policies provide a positive outlook for the industry. The sector is expected to continue benefiting from increasing travel demand, higher occupancy levels, improved room rates, and sustained investments over the medium to long term.

The hospitality industry operates in a dynamic and competitive environment and is exposed to a range of internal and external risks that may impact business performance. While the long-term outlook for the sector remains positive, the industry continues to face several operational, financial, regulatory, and macroeconomic challenges.

Global economic uncertainties, inflationary pressures, geopolitical conflicts, fluctuations in crude oil prices, and disruptions in international travel may adversely affect tourism demand, business travel, and consumer spending.

The Indian hospitality sector continues to witness significant capacity additions by domestic and international hotel operators, alternate accommodation providers, and online travel platforms. Sustaining occupancy levels, pricing power, and customer loyalty in an increasingly competitive market remains a key challenge.

Changes in taxation, labour laws, environmental regulations, licensing requirements, and tourism-related policies may increase compliance costs and impact business operations. Regulatory developments relating to sustainability, health and safety, and data privacy also require continuous monitoring and adherence.

Fluctuations in foreign exchange rates may increase the cost of imported equipment, consumables, and capital expenditure. Companies with foreign currency borrowings are also exposed to exchange rate volatility. Changes in interest rates may affect borrowing costs and project viability.

Hotel operations involve inherent risks associated with engineering systems, fire and life safety, food safety, utility services, cybersecurity, data protection, and uninterrupted business continuity. Maintaining high standards of guest safety, service quality, and operational reliability remains critical to safeguarding the Company's reputation.

The hospitality industry is highly dependent on skilled manpower. Talent acquisition, employee retention, rising wage costs, and continuous training remain key challenges in an increasingly competitive labour market. Delivering consistent guest experiences requires sustained investment in employee development and engagement.

Environmental and Sustainability Risks:

Increasing focus on environmental sustainability, climate change, waste management, water conservation, and energy efficiency requires continued investments in sustainable business practices and compliance with evolving environmental standards.

Despite these challenges, the Indian hospitality industry remains fundamentally strong, supported by robust domestic tourism, improving business travel, favourable demographics, and sustained government initiatives. The Company continues to strengthen its risk management framework, operational controls, technology capabilities, and customer-centric approach to effectively mitigate risks and capitalize on emerging growth opportunities.

For the sustained growth of an organization, it is imperative that the Company keeps exploring newer opportunities of growth either through expansion or venturing into new projects. Few of the major focus and attention is on the following:

Focus on strengthening corporate, MICE, medical, automotive and other institutional business segments. Enhance MICE conversion and corporate account penetration through focused sales initiatives and optimized seasonal demand management. Increase online distribution and OTA penetration through stronger digital presence and disciplined channel and pricing management. Strengthen relationships with public sector undertakings, local negotiated-rate accounts and other institutional customers. Continue initiatives to grow restaurant and food & beverage revenues. Enhance focus on business travel, delegations, relocations and other institutional demand segments. Deepen engagement with wedding planners and event intermediaries across India to improve conversion of weddings and social events.

The Company achieved aggregate revenue of 34,108.11 lakhs from operations for the year ended March 31, 2026. The said revenue in the previous year was 31,819.24 lakhs. Detailed information is given under 'Financial Results & the State of Company's Affairs' herein-above.

Key financial ratios for the year under review vis-a-vis prior year are as under:

Remarks for change in ratio by more than 25% with respect to previous year:-

Variance in ratio is due to below reasons:

Decline in ratio is on account of increase in Interest Expenses due to penal Interest imposed on foreign borrowings and interest on debentures.

Variance in ratio is due to below reasons:

Improvement is primarily attributable to an increase in current assets, including cash and cash equivalents, and a reduction in current liabilities following financing transactions and repayment of borrowings during the year.

Variance in ratio is due to below reasons:

Improvement is primarily on account of repayment of borrowings funded through proceeds received from preferential allotment of equity shares during the year, resulting in reduction of debt and strengthening of shareholders' equity

Variance in ratio is due to below reasons:

Ratio becomes adverse due to exceptional items being penal interest charged in FY 2025-26 whereas in FY 2024-25 there was gain in exceptional item.

Variance in ratio is due to below reasons:

Ratio becomes adverse due to loss incurred by the company during the year and increase in shareholders fund due to preferential allotment of equity shares during the year.

Variance in ratio is due to below reasons:

Increase in trade payable ration due to decrease in average trade payables as compared to previous year

Variance in ratio is due to below reasons:

The improvement is attributable to the strengthening of working capital following an increase in current assets, including cash and cash equivalents, together with a reduction in current liabilities during the year.

Variance in ratio is due to below reasons:

The decline is primarily attributable to the increase in operating expenses relative to revenue during the year.

Variance in ratio is due to below reasons:

Ratio becomes adverse due to net loss incurred by the company during the year due to increase in Exception expense on account of levy of penal interest.

Variance in ratio is due to below reasons:

Decrease is on account of significant repayment of borrowings during the year funded through proceeds from preferential allotment of equity share.

Variance in ratio is due to below reasons:

Ratio is unfavourable due to increase in losses on account of exceptional item being penal interest levied.

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The Managing Director and Chief Executive Officer, who is responsible for allocating resources and assessing the performance of the operating segments, has been identified as the chief operating decision-maker. Based on the internal organization of the Company's activities, the nature of its services, the ultimate customers availing those services and the methods used to provide those services, Hotel Services' has been identified as the Company's sole operating segment.

The Company has standard operating procedures for each operational area. It has in place adequate reporting systems in respect of financial performance, operational efficiencies and reporting with respect to compliance of various statutory and regulatory matters. As detailed above, the Internal Auditors have regularly conducted exhaustive audits pertaining to different operational areas and their reports detailing their findings and observations were periodically placed before the Audit Committee. The Audit Committee also takes status of the actions taken on the observations and recommendations made by the Internal Auditors. The Company has in place adequate internal controls and systems, and these are operating effectively.

An organization's success depends largely on its human resources, its management and good industrial relations. Your Company has always viewed human resource development as a critical activity for achieving its business goals. The Company has maintained cordial industrial relations during the year and continued to provide comprehensive welfare facilities to its employees to take care of their health, efficiency, economic betterment, etc. and to enable them to give their best at the workplace. It has always supported participative culture in the management of the enterprise through a consultative approach with the collectives, establishing a harmonious relationship for industrial peace leading to higher productivity. Employees' participation is also ensured through information-sharing with collectives and employees on a regular basis while seeking their support, suggestions and cooperation.

The Company has in place a Policy against Sexual Harassment and has also formed an Internal Complaints Committee (ICC) in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint was received or outstanding at the end of the year under review in pursuance of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company enjoys harmonious relationship with its employees. The Company had 816 employees on its rolls as on March 31, 2026 (previous year end 855).

There has been no change in the accounting policies and practices save as detailed in Notes to the Financial Statements. Further, there is no accounting matter/transaction wherein a treatment different from that prescribed in the extant Accounting Standards has been followed while preparing the financial statements for the year under review.

The numerous awards and recognitions received over the years are a testament to Hyatt Regency Delhi's continued commitment to excellence, innovation and delivering exceptional dining and entertainment experiences. These accolades inspire us to consistently raise the bar and strengthen our position as one of Delhi's leading hospitality destinations.

During the year, our restaurants and bars received recognition across various prestigious platforms, including:

2026 Times Food & Nightlife Awards - Best Middle Eastern Casual Dining - Syrah
2026 Best Luxury Banquet & Event Venue - Lounge Knights Awards
2025 Best Business Hotel - Travel + Leisure India's Best Awards
2025 Top 10 Luxury Hotels - Top 50 Hotel Awards by Hospitality Horizon
2025 Top 50 Restaurants Awards by Hospitality Horizon - #05 The China Kitchen
2025 Epicurean Restaurant Ratings for Delhi NCR - The China Kitchen - 3 Epicurean Stars
2025 Epicurean Restaurant Ratings for Delhi NCR - La Piazza - 2 Epicurean Stars

2025 Epicurean Restaurant Ratings for Delhi NCR - TK'S Oriental Grill - 1 Epicurean Star
2025 4-Star Rating - The China Kitchen - Ultimate Restaurant Ratings by Culinary Culture
2025 Bakery, Patisserie & Chocolate Summit & Awards - Top 10 Bakeries & Patisseries for Luxury Hotel - Sidewalk by Hospitality Horizon

No agreement subsists as on the date of notification of clause 5A to para A of part A of schedule ll of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has not made any application or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (IBC Code) during the year. Further, at the end of the year, Company does not have any proceedings related to IBC Code, therefore the same is not applicable.

No new One Time Settlement was entered into by the Company during FY 2025-26. Accordingly, the disclosure regarding the difference between the amount of valuation done at the time of an One Time Settlement and the valuation done while taking the loan is not applicable in respect of the year under review.

During FY 2024-25, the Company had entered into One Time Settlement (OTS) arrangements with Bank of Maharashtra, J. C. Flowers Asset Reconstruction Private Limited acting as trustee of the JCF YES Trust (JCF ARC), Standard Capital Markets Limited, Punjab National Bank and VSJ Investments Private Limited. The agreed settlement amounts under the respective OTS arrangements were discharged in accordance with their terms, with repayments completed by March 31, 2026, as applicable. The exceptional gain recognized in FY 2024-25 related to the write-back of principal and/or interest consequent to the respective settlements, as disclosed in the financial statements.

Your Directors place on record their sincere appreciation and gratitude to the Company's valued customers, the Government of India, State Government of Delhi, and the Financial Institutions and Banks for their continued support and confidence in the Company.

Your Directors also place on record their sincere gratitude to Hyatt International for their co-operation and guidance. Your Directors also commend the sincere efforts put in by the employees at all levels for the growth of the Company.