EIH Director Report

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 the 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 judgments 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 loss 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 forms a part of this report and covers, amongst other matters, the performance of the Company during the FY22 as well as the future outlook.

BUSINESS RESPONSIBILITY REPORT

In accordance with the Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Business Responsibility Report describing the initiatives taken by the Company from the environmental, social and governance perspective is attached and forms part of this Report.

CORPORATE GOVERNANCE REPORT

In accordance with the Regulation 34(3) read with Schedule V(C) of the Listing Regulations, the report on Corporate Governance along with the certificate from the Practicing Company Secretary is attached and forms part of this Report.

DIVIDEND

The Company is still recovering from the repeated waves of Covid -19 and there is uncertainty about the future course of the pandemic. The Company has incurred a loss in the Financial Year, therefore, the Board of Directors has not recommended a dividend to the shareholders for the FY22.

BOARD MEETINGS

During the year, six Board meetings were held on May 07, 2021, July 29, 2021, November 12, 2021, February 03, 2022, March 02, 2022, and March 16, 2022.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the first meeting of the Board of Directors for the Financial Year 2022-23 held on 4^th May 2022, as required under sub section (7) of Section 149 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 sub-section (6) of Section 149 of the Act and clause (b) of sub-regulation (1) of Regulation 16 of the Listing Regulations. The Board, after undertaking due assessment of the veracity of the declarations submitted by the Independent Directors under sub section (6) of Section 149 of the Act read with sub-regulation (9) of Regulation 25 of the Listing Regulations, was of the opinion that the Independent Directors meet the criteria of independence.

Mr. Lakshminarayan Ganesh (DIN: 00012583), Independent Director, resigned from the Board of Directors of the Company w.e.f. March 07, 2022. The Directors express their

deep appreciation and gratitude for the contribution made and guidance provided by Mr. Lakshminarayan Ganesh during his tenure as member of the Board of Directors.

Mr. Manoj Harjivandas Modi retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Directors recommend re-appointment of Mr. Manoj Harjivandas Modi as a Director on the Board.

Mr. S.N. Sridhar (FCS 2346) retired from the services of the Company, therefore, he relinquished the position of the Company Secretary w.e.f August 01, 2021, Mr. Lalit Kumar Sharma (FCS 6218) was appointed as Company Secretary w.e.f. August 02, 2021.

Mr. Prithviraj Singh Oberoi has resigned from the position of the Executive Chairman and Director of the Company w.e.f. May 03, 2022 due to his deteriorating health. The Board of Directors at its meeting held on May 04, 2022 has accepted the resignation. The Directors express their deep appreciation and gratitude for the immense contribution made and guidance provided by Mr. Prithviraj Singh Oberoi during his tenure as member of the Board of Directors.

The Board of Directors at its meeting held on May 04, 2022 has appointed Mr. Arjun Singh Oberoi as the Executive Chairman of the Company w.e.f. May 04, 2022 for a period of 5 years, subject to the approval of the Shareholders.

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 FY22 is attached in the prescribed format and forms part of this report.

During the year the Company was not mandatorily required to spend towards CSR initiatives due to nil average net profits in preceding three years. However, Company’s hotels have undertaken the following CSR initiatives:

The Oberoi, Bengaluru supports Cheshire Homes India, which provides 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 enables educational, medical and vocational support to handhold these children to 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 orphanage children. Packaged food, sweets, stationary, woolen caps and gloves were distributed to the

children. The hotel team also extended care and comfort by providing fruits to quarantined patients at the Sevika hospital, Ranthambhore.

Trident, Gurgaon helped in opening up a bakery for the children of Pallavanjali Institute - an institute for children with psychological/neurological problems. All support in terms of raw materials and guidance was extended to Pallavanjali.

Maidens Hotels, Delhi lends support to Missionaries of Charity (Mother Teresa) & Delhi Council for Child Welfare (Palna) by providing food and essential items.

The Oberoi, New Delhi supports Goonj with the team donating clothes, books, shoes and other items of basic necessities. The hotel also donated to people in need through Natkhat Bachpan. Team members donated woolens, blankets, shawls and other items. During Christmas colleagues visited the Mother Teresa Home and distributed hampers and sang Christmas carols. The hotel also organised Blood Donation Camps in association with the 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. Lakshminaryan Ganesh - Independent Director*

• Mr. Anil Kumar Nehru - Independent Director

• Mr. Sanjay Gopal Bhatnagar - Independent Director**

• Mr. Arjun Singh Oberoi - Executive Chairman; and

• Mr. Shib Sankar Mukherji - Executive Vice Chairman *ceased to be member w.e.f March 07, 2022

** appointed as member w.e.f March 16, 2022

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

COMPANY''S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND SENIOR MANAGEMENT PERSONNEL APPOINTMENT AND REMUNERATION

The Company’s Directors Appointment and Remuneration Policy (Revised), 2019, (“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/sr-management-policy.pdf.

The salient features of the Directors Appointment Policy

are as under:

• The Policy aims to engage Directors (including nonexecutive 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 directorships or other relationships and the impact they may have on the Directors ability to exercise independent judgment;

• 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 this Policy is to provide a framework and set standards for the appointment, remuneration and termination of Key Managerial Personnel (KMP), Senior Managerial Personnel and the Core Management Team (within the Senior Management 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, Senior Managerial Personnel and Core Management Team are aligned to the interests of the Company and its Shareholders within an appropriate governance 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.

The remuneration paid to Senior Management personnel is categorised under the following major heads:

Fixed Salary: This includes basic salary, other allowances, perquisites and retirement benefits;

Variable Salary: This includes variable pay linked to Company and Individual performance.

ENERGY CONSERVATION MEASURES

Focussed Energy Conservation efforts were maintained throughout the year. Several energy saving equipment were installed progressively throughout the year. These include LED lamps, variable frequency drives for ventilation units, energy efficient water pumps, heat pumps for hot water generation, waste heat recovery systems for steam, water saving aerators and sensor based wash basin faucets. Inhouse solar power plants of optimum capacity were installed at The Oberoi Udaivilas and The Oberoi Vanyavilas.

Furthermore, conservation measures in the form of tight operational control of kitchen and laundry equipment were exercised. Major plant and machinery like elevators, chillers, boilers, ventilation equipment, etc. were operated with adaptive control in relation to occupancy and ambient weather conditions. Guest floors were taken out of service during periods of low occupancy. An operation & maintenance strategy was implemented to ensure periodic maintenance of plant and machinery. This ensured that all equipment was kept in the most efficient state by performing all necessary routine maintenance.

Some of the actions planned for next year are replacement of remaining conventional lamps with LED lamps, installation of energy valves for air handling units, installation of energy efficient pumps, installation of energy efficient blowers for STP, installation of heat pumps in place of conventional fuel based water heaters, installation of demand based ventilation controls and installation of water flow optimisers in taps. Additionally, operational measures include initiatives by energy conservation committees comprising of cross functional groups, close monitoring and performance evaluation of plant and machinery by conducting regular selfaudits and upgrading plant room equipment where required.

With various energy conservation measures taken in FY22, we were able to reduce our total absolute energy consumption by about 21 million kWh in comparison to FY 20. These energy savings have resulted in the reduction of our carbon dioxide emissions by about 9,400 metric tonnes in comparison to FY 20.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the FY22, the foreign exchange earnings of the Company amounted to INR 1,231.32 million as compared

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-p olicy/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/investors/ annual-reports

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 Statement 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

In accordance with Section 177(9) of the Companies Act, 2013 and rules made thereunder read with Regulation 22 of the Listing Regulations, 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 of the Audit Committee. The Whistle Blower Policy can be accessed on the Company’s website

https://www.eihltd.com/-/media/eihltd/pdf-files/

polices-and-code-of-conduct/other-policies/

whistleblowerpolicyeih139final.pdf

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURESSubsidiaries/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 i) EIH Flight Services Ltd, Mauritius; ii) EIH International Ltd, BVI; iii) EIH Holdings Ltd, BVI; iv) PT Widja Putra Karya, Indonesia; v) PT Waka Oberoi Indonesia, Indonesia and vi) PT Astina Graha Ubud, Indonesia.

During the period under review the Board has approved the sale of the entire shareholding in EIH Flight Services Ltd, Mauritius.

In accordance with the Regulation 16 read with the Regulation 24 of the Listing Regulations, the following unlisted subsidiary companies of the Company were identified as “material subsidiary” for the FY22 (based on Income/Net worth in the preceding accounting year 2020-21):

Resort 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 Statement 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.

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 two Joint Venture Companies, one domestic, namely, Mercury Car Rentals Private Limited and two overseas, namely, Oberoi Mauritius Limited and Island

d) The percentage increase in the median remuneration of employees in the Financial Year is 11.55%.

e) The number of permanent employees on the rolls of the Company at the end of the Financial Year are 2,896.

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 15.19%.

It is hereby affirmed that the remuneration of the Executive Directors and Key Managerial Personnel are as per the Remuneration Policy of the Company.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT SYSTEMS

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

BOARD EVALUATION

In accordance with the provisions of the Act and the Regulation 17(10) of the Listing Regulations, the Company has a Board Evaluation Policy for evaluation of the Chairperson, individual Directors, Committees and the Board. A structured questionnaire by an independent external agency covering various aspects of the Board’s functioning, Board culture, performance of specific duties by Directors and contribution

to the Board proceedings was circulated to members of the Board for the FY22. The Board as a whole, the Committees, the Chairperson and individual Directors were also separately evaluated in the meeting of the Independent Directors and at the meeting of the Board of Directors.

The process of review of Non-Independent Directors, the Board as a whole and also its Committees were undertaken in a separate meeting of Independent Directors held on 15^th March 2022 without the attendance of Non-Independent Directors and members of management. At the meeting, the performance of the Chairman of the Company was reviewed taking into account the views of the Executive Directors, Non-executive Directors and Independent Directors. The meeting also assessed the quality, quantity and timeliness of information required for the Board to perform its duties properly. The Independent Directors also discussed various matters including the effect of COVID-19, performance of the Company, Board processes etc.

The entire Board, excluding the Director being evaluated, evaluated the performance of each Independent Director.

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 2022-23 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 Record 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), Printing Press and its Corporate Office.

During the year, two complaints was received by the ICC from the Company’s hotels, flight and airport service units, printing press and the corporate office. The Company has filed necessary returns as required to be filed under the POSH Act.

PARTICULARS OF EMPLOYEES

In accordance with Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 the following are annexed and form part of this report:

i) List of top ten employees of the Company in terms of remuneration;

ii) List of employees who received remuneration for the year which in the aggregate was not less than INR 10.2 million;

iii) List of employees who were employed for a part of the year and who received remuneration which in the aggregate, was not less than INR 0.85 million per month.

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.