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Company Information

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APEEJAY SURRENDRA PARK HOTELS LTD.

12 December 2025 | 12:00

Industry >> Hotels, Resorts & Restaurants

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ISIN No INE988S01028 BSE Code / NSE Code 544111 / PARKHOTELS Book Value (Rs.) 57.44 Face Value 1.00
Bookclosure 19/09/2025 52Week High 206 EPS 3.92 P/E 33.71
Market Cap. 2817.39 Cr. 52Week Low 127 P/BV / Div Yield (%) 2.30 / 0.38 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Directors are pleased to present the Thirty Seventh (37th) Annual Report on your Company's operations
and performance together with the audited financial statements and the Auditor's Report thereon for the
financial year ended March 31, 2025.

BUSINESS OVERVIEW
Financial highlights

The performance of the Company for the financial year ended March 31, 2025 on standalone and consolidated
basis is summarised below:

Particulars

As on March 31,

2025

As on March 31,

2024

Consolidated

Standalone

Consolidated

Standalone

Revenue from operations

631.45

605.33

578.97

555.29

Other Income

21.90

25.34

12.74

13.00

Total revenues

653.35

630.67

591.71

568.29

Profit before Finance Charges, Tax & Depreciation
(EBIDTA) including OCI

226.42

222.00

205.24

198.31

Finance Costs

(16.54)

(15.11)

(66.04)

(65.41)

Depreciation

(61.77)

(58.64)

(50.54)

(48.34)

Profit before tax

148.11

148.25

88.66

84.56

Exceptional Items

-

-

-

-

Profit/(Loss) for the year

83.60

84.93

68.77

65.78

Total comprehensive income for the year, net of tax

82.64

83.98

67.01

64.07

India's hospitality and tourism sector experienced
a significant growth in the year 2024-25, fuelled
by increased foreign tourist arrivals, domestic
travel and government initiatives. Your Company
achieved the highest EBIDTA of INR 226.42 Crores
to be among the best performing in the country. The
Company reported a net profit of INR 83.60 Crores
in comparison with a net profit of INR 68.77 Crores in
the previous year.

The consolidated total income for the year ending
March 31, 2025 was at INR 653.35 Crores against INR
591.71 Crores of the previous year.

The Company retained its leadership position in
occupancy and RevPAR. The revenue from Food
& Beverages increased by 6.15% from INR 250.88
Crores for FY24 to INR 266.30 Crores for FY25.

Share capital

The authorised share capital of the Company as on
March 31, 2025 stood at INR 35,00,00,000 (Rupees
Thirty-Five Crore Only) divided into 35,00,00,000
(Thirty-Five Crore) equity shares of face value of
INR 1/- each (Rupees One Only).

As on March 31, 2025, the issued, subscribed and
paid-up equity share capital of our Company stood at
INR 21,33,74,246 (Rupees Twenty-One Crore Thirty-
Three Lakh Seventy-Four Thousand Two Hundred
Forty-Six Only) divided into 21,33,74,246 (Twenty-
One Crore Thirty-Three Lakh Seventy-Four Thousand
Two Hundred Forty-Six Crore) equity shares of face
value of INR 1/- each (Rupees One Only).

There has been no change in the paid-up share capital
of the Company from March 31, 2025 till the date of
this Report.

The entire shareholding of the Company is held in
dematerialised form.

Dividend

As per Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ('the
Listing Regulations'), the top 1000 listed companies
based on the market capitalisation shall formulate a
dividend distribution policy. Accordingly, the Dividend
Distribution Policy was adopted by the Board of
Directors of the Company to set out the parameters
and circumstances that will be taken into account by

the Board in determining the distribution of dividend
to its shareholders and / or retaining profits earned
by the Company. The dividend distribution policy is
available on the Company's website at
https://www.
theparkhotels.com/investor-relations/images/site-
specific/corporate-site/dividend-distribution-policy.
pdf.

In line with the above policy, your Directors have
recommended a final dividend of INR 0.50 (i.e. 50%)
per equity share of INR 1 each for the financial year
ended March 31, 2025, subject to approval of members
at the ensuing Annual General Meeting ('AGM'). The
proposed dividend payout based on the outstanding
number of shares as on the date of this report, will
amount to approx. INR 106.687 million.

The record date for the purpose of payment of
final dividend for the FY 2024-25, will be Friday,
September 19, 2025. In view of the applicable
provisions of the Income Tax Act, 1961, dividend paid
or distributed by the Company shall be taxable in
the hands of the shareholders. Your Company shall,
accordingly make the payment of the final dividend
after deduction of tax at source.

Change in nature of business

There was no change in the business of Company and
its Subsidiary Companies during the Financial Year
2024-25.

Material changes & commitments

There were no material changes or commitments
affecting financial position of the Company occurring
between the dates of financial statement & the
Board's Report.

Transfer to reserves

During the year, the Company has not transferred any
amount to General Reserve.

Deposits

During the financial year, the Company did not
accept any deposits, including from public under
Chapter V of the Act. Further, no amount of principal
or interest was outstanding as on the balance sheet
closure date.

Transfer of amount to investor education
and protection fund

There are no unclaimed dividends during the past
seven years. Therefore, the Company was not required
to transfer any amount and/or shares to the Investor
Education and Protection Fund.

Loans, guarantees or investments

Particulars of loans given, investment made,
guarantees given, if any, and the purpose for
which the loan or guarantee and investment is
proposed to be utilised are provided in the Notes to
Financial Statement.

Board committees and meetings of the
board & board committees

In compliance with the statutory requirements and
best practices, the Company has constituted various
committees viz. Audit & Risk Management Committee,
Nomination and Remuneration Committee,
Stakeholders' Relationship Committee, and Corporate
Social Responsibility (CSR) Committee.

Apart from the above Committees, the Company has
also formulated operating Committee viz. Committee
of Directors to handle day to day operational matters
of the Company.

During the year under review, all the recommendations
made by the Committees of the Board, including the
Audit Committee, were accepted by the Board.

The Board of Directors met five times during the financial
year 2024-25. A detailed update on the Board, its
composition, governance of various Board Committees
including their detailed charters and terms of reference,
number of Board and Committee meetings held during
FY 2024-25 and attendance of the Directors thereat,
is provided in the Report on Corporate Governance,
which forms part of this Annual Report.

During the financial year 2024-25, the Company held
five Board Meetings on April 26, 2024, May 28, 2024,
August 14, 2024, November 11, 2024 and February 08,
2025 respectively.

Auditors and auditors’ report

Statutory auditors

In terms of the provisions of Section 139 of the Act,
the members of the Company at the 34th Annual
General Meeting ('AGM') held on September 29, 2022,
approved the re-appointment of M/s S.R. Batliboi &
Co. LLP, Chartered Accountants (Firm Registration
No. 301003E / E-300005), as the statutory auditors
of the Company for a second term of five consecutive
years to hold office until the conclusion of the 39th
AGM of the Company to be held in the year 2027.

Further, they are qualified to continue as Statutory
Auditors of the Company and satisfy the independence
criteria in terms of the applicable provisions of the
Act and Code of Ethics issued by the Institute of
Chartered Accountants of India.

Statutory auditors’ report

The Board has duly examined the Statutory Auditors'
Report to the financial statements, which are self¬
explanatory. The clarifications, wherever necessary,
have been included in the Notes to financial statements
section of this Annual Report. The report does not
contain any observation, disclaimer, qualification, or
adverse remarks.

The auditors have not reported any fraud u/s 143(12)
of the Act, and therefore, no details are required to be
disclosed under Section 134(3)(ca) of the Act.

Secretarial auditor

In accordance with the provisions of Section 204
of the Act, the Company had appointed Mr. Arup
Kumar Roy, Practicing Company Secretary, Kolkata
as Secretarial Auditor for the Financial Year ended
March 31, 2025.

The Secretarial Auditor has submitted his report to the
Board of Directors on the compliance of the Company
to all the applicable provisions. The Secretarial Audit
Report does not contain any qualification, reservation
or adverse remarks. The Secretarial Auditor's Report
forms part of this Report and marked as
Annexure-A.

Further, in terms of the regulatory requirements,
Mr. Arup Kumar Roy, Practicing Company Secretary,
has issued the Annual Secretarial Compliance Report,
confirming compliance by the Company of the
applicable SEBI regulations and circulars/guidelines
issued thereunder.

Pursuant in term of recent amendment in Regulation
24A of the SEBI Listing Regulations, the Board of
Directors of the Company at their meeting held on
May 26, 2025, approved the appointment of M/s
Sushil Tiwari & Associates, Practicing Company
Secretary, as the Secretarial Auditors of the Company
for a term of five consecutive years commencing
from the financial year 2025-26 to hold office until
the conclusion of the 42nd AGM of the Company to
be held in the year 2030, subject to approval of the
shareholders in the ensuing Annual General Meeting.
The necessary resolution for the appointment of
M/s Sushil Tiwari & Associates, Practicing Company
Secretary, forms part of the Notice convening the
forthcoming Annual General Meeting.

Internal auditors

Pursuant to the provisions of Section 138 of the
Act, the Company has appointed M/s. Ray Das &
Gupta (Firm Registration No. 316182E), Chartered
Accountants and M/s S S Kothari Mehta & Co. LLP,
Chartered Accountants as the Internal Auditors for
Financial Year 2024-25 for conducting internal audit
of the Company.

Cost auditors

Maintenance of cost records as specified by the
Central Government under Section 148 (1) of the Act
is not applicable to the Company.

Subsidiaries, associates and joint
ventures

As on March 31, 2025, the Company has three
Subsidiaries, namely, Apeejay Charter Private Limited,
Apeejay Hotels & Restaurants Private Limited and
Apeejay North-West Hotels Private Limited.

Pursuant to Section 129(3) of the Act, read with Rule
5 of Companies (Accounts) Rules, 2014, a statement
containing salient features of financial statements of
subsidiaries in prescribed form AOC-1, is annexed to
the consolidated financial statements of the Company
which forms part of this Annual Report. The said
statement also provides the details of performance
and financial position of each subsidiary, associate
and joint venture and their contribution to the overall
performance of the Company.

The Company does not have any joint venture company
or an associate company as on March 31, 2025.

In terms of the requirement of Section 136 of the Act,
the financial statements of each of the subsidiary
companies are available on the Company's website at
https://www.theparkhotels.com/investor-relations/
annual-reports.html
.

The audited financial statements of each subsidiary,
associate and joint venture companies are available
for inspection at the Company's registered office. The
physical copies of annual financial statements of the
subsidiary companies will also be made available to
the members of the Company upon request.

The Policy for determining material subsidiaries of
the Company is also provided on the Company's
website at
https://www.theparkhotels.com/images/
site-specific/corporate-site/policy-on-material-
subsidiaries.pdf. Details of material subsidiaries of
the Company as per Regulation 16(1)(c) of Listing
Regulations are disclosed in the Report of Corporate
Governance forming part of this Annual Report.

Directors & key managerial personnel

Appointment, re-appointment and resignation

During the Financial Year, the following changes took
place in the Board:

Appointments and re-appointments

Ms. Priya Paul (DIN: 00051215), Whole Time Director
of the Company, retires by rotation at the forthcoming
Annual General Meeting and being eligible offer

herself for re-appointment and an appropriate
resolution has also been included as part of the Notice
convening the forthcoming Annual General Meeting.
The Board, on the recommendation of the Nomination
and Remuneration Committee, recommended her
reappointment at the ensuing AGM.

Ms. Priya Paul, Whole Time Director of the Company,
completed her present term on May 31, 2025. The
Board at its meeting held on February 08, 2025
based on the recommendation of the Nomination
and Remuneration Committee and subject to the
approval of shareholders, has re-appointed Ms. Priya
Paul as the Whole Time Director of the Company for
a further term of five (5) years with effect from June
01, 2025. Approval of shareholders was obtained by
Postal Ballot by way of E-Voting, which concluded on
May 04, 2025 and Scrutiniser's Report was submitted
on May 06, 2025.

The Board at its meeting held on February 08, 2025
based on the recommendation of the Nomination
and Remuneration Committee and subject to the
approval of shareholders, appointed Mr. Ranjit Kumar
Pachnanda (DIN: 03358887) as an Independent
Director of the Company for a term of five (5) years
with effect from February 15, 2025. Approval of
shareholders was obtained by Postal Ballot by way
of E-Voting, which concluded on May 04, 2025 and
Scrutiniser's Report was submitted on May 06, 2025.

Retirement and resignation

Mr. Debanjan Mandal (DIN: 00469622), Independent
Director, retired from the Board with effect from the
close of business hours on February 20, 2025, upon
completion of his second term of office. The Board
placed on record its appreciation for the immense
benefit the Company has gained from Mr. Mandal as
a mentor and a guide to the Company and for giving
his valuable time despite his busy schedule and
contributing to the successful IPO of the Company.

During the Financial Year, there was no change in the
Key Managerial Personnel.

In the opinion of the Board, all the directors, including
the aforesaid directors, possess the requisite
qualifications, experience, expertise, proficiency and
hold high standards of integrity.

Brief resume, nature of expertise, disclosure of
relationships between directors inter-se, details
of directorships and Committee membership held
in other companies of the Directors proposed
to be appointed/ re-appointed, along with their
shareholding in the Company, as stipulated under
Secretarial Standard- 2 and Regulation 36 of the
Listing Regulations, is appended as an Annexure to
the Notice of the ensuing AGM.

Key managerial personnel (KMP)

Pursuant to the provisions of Section 203 of the Act,
the Key Managerial Personnel of the Company as on
March 31, 2025, are:

1. Mr. Vijay Dewan, Managing Director;

2. Ms. Priya Paul, Whole Time Director;

3. Mr. Atul Khosla, Chief Financial Officer; and

4. Ms. Shalini Keshan, Company Secretary and
Compliance Officer.

Credit rating

As on the date of this report, ICRA Limited rated the
Long-Term Rating to [ICRA]A (Stable), Long term -
Fund-based working capital rating to [ICRA]A , and
Short Term -Non-Fund Based limit rating to [ICRA]A1.
Further, ICRA Limited rated the Long term/Short term
- Unallocated limit to [ICRA]A (Stable)/[ICRA]A1.

Annual declarations from independent
directors

Pursuant to Section 149(7) of the Act, the Company
has received declarations from all the Independent
Directors of the Company confirming that they
meet the criteria of independence as prescribed
under Section 149(6) of the Act, as amended, read
with Rules framed thereunder and Regulation 16(1)
(b) of the Listing Regulations. In terms of Regulation
25(8) of the Listing Regulations the Independent
Directors 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 independent judgement and without any
external influence and that they are independent of
the management.

The Independent Directors have also confirmed that
they have complied with the Company's Code of
Conduct and that they are registered on the databank
of Independent Directors maintained by the Indian
Institute of Corporate Affairs. The Directors have
further confirmed that they are not debarred from
holding the office of director under any SEBI order or
any other such authority.

The Board is of the opinion that all the Independent
Directors are persons of integrity and possess
relevant expertise and experience and their continued
association as Directors will be of immense benefit
and in the best interest of the Company.

The Board of Directors of the Company have taken
on record the aforesaid declaration and confirmation
submitted by the Independent Directors.

Nomination, remuneration and board
diversity policy

The Board of Directors recognises that diversity
in background, gender, age, geographical
representation, skills, knowledge and viewpoints
enhances decision-making and supports long-term
sustainable growth. We are committed to fostering
an inclusive boardroom culture and maintaining a
composition that reflects the diversity of the global
community we serve.

In line with Section 178 of the Companies Act
and the SEBI Listing Regulations, the Board has
implemented a Policy on Nomination, Remuneration
and Board Diversity. This policy outlines the
principles for appointing Directors, Key Managerial
Personnel (KMPs), Senior Management and other
designated employees, along with guidelines for their
remuneration structure and related disclosures.

During the reporting year, the Company undertook
a thorough review of this Policy to ensure that
the remuneration framework for Non-Executive
Independent Directors aligns with leading global
standards. The Policy can be accessed at
https://
www.theparkhotels.com/pdf/policy-on-nomination--
remuneration---board-diversity.pdf.

Familiarisation programme

In terms of Regulation 25(7) of the Listing Regulations,
the Company familiarises its Directors about their role
and responsibilities at the time of their appointment
through a formal letter of appointment. The format of
the letter of appointment/re-appointment is available
on our website at
https://www.theparkhotels.com/
images/site-specific/corporate-site/policy-on-
familiarization-of-independent-directors.pdf.

Annual board evaluation

In terms of the provisions of Section 178 of the Act
read with Rules issued thereunder and Regulation
19 read with Part D of Schedule II of the Listing
Regulations, the Board of Directors in consultation
with Nomination and Remuneration Committee has
formulated a framework for evaluation of the Board,
Board Committees and Individual Directors including
the Independent Directors, Chairman and Managing
Director & Chief Executive Officer.

During the financial year, customised questionnaires
were distributed to all Board members, and their
responses were analysed. The results were discussed
by the Board, and recommendations from the
evaluation process were considered to enhance the
Board's effectiveness. A detailed update on the Board
Evaluation is included in the Corporate Governance
report within this Annual Report.

Employee stock option plan

As on March 31, 2025, the Company has Employee
Stock Option Plan 2023 in place to retain the talented
employees with the approval of Shareholders of the
Company. The said scheme is in compliance with the
SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ('ESOP Regulations'). The
Nomination and Remuneration Committee monitors
the Company's ESOP scheme.

Pursuant to the provisions of SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021, a disclosure with respect to ESOP Plan of
the Company as on March 31, 2025, is available
on the website of the Company at
https://www.
theparkhotels.com/investor-relations/corporate-
governance.html.

During the previous year, there were no material
changes in the aforesaid ESOP Scheme of the
Company and the ESOP scheme is in compliance
with SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021. A certificate from Mr. Arup
Kumar Roy, Practicing Company Secretary, Kolkata,
certifying that the scheme(s) are implemented in
accordance with the ESOP Regulations and the
resolutions passed by the Members of the Company,
are available for inspection by the Members in
electronic mode and copies of the same will also be
available for inspection at the registered office of the
Company and during the AGM.

Vigil mechanism

The Company has a Vigil Mechanism - a Whistle
Blower Policy in place for its Directors and employees
to report concerns and issues in accordance with
Section 177(9) of the Companies Act, 2013. In terms
of the said Policy, the directors and employees of the
Company can make protected disclosures through a
letter to the Ethics Counsellor or to the Chairman of
the Audit & Risk Management Committee. The Whistle
Blower Policy of the Company is disclosed on the
Company's website at
https://www.theparkhotels.
com/images/site-specific/corporate-site/whistle-
blower-policy.pdf.

During the year ended on March 31, 2025, the Company
did not receive any complaint under the scheme.

Corporate social responsibility

Your Company is committed to creating long-term
sustainable value by aligning social initiatives with
business objectives. Since inception, giving back to
the communities that support our growth has been
a priority.

In accordance with the provisions of Section 135 of
the Act read with the Companies (Corporate Social

Responsibility Policy) Rules, 2014, the Company has
in place a Corporate Social Responsibility Policy
recommended by Corporate Social Responsibility
(CSR) Committee and approved by the Board. The
Policy is available on the website of the Company
at
https://www.theparkhotels.com/images/site-
specific/corporate-site/csr-policv.pdf.

In terms of applicable provisions of Section 135 of
the Act, the Company was obligated to contribute
an amount of INR 0.35 Crores towards CSR activities
during FY 2024-25.

The details of the Policy and the Annual Report on
Corporate Social Responsibility (CSR) activities for
the financial year 2024-25 are given in the statement
attached to this Report and marked as
Annexure-B.

The details pertaining to the composition, meetings
and terms of reference of the CSR Committee are
included in the Report on Corporate Governance
which forms part of the Annual Report.

Internal financial control

As required under Section 134(3)(q) of the Companies
Act 2013 read with Rule 8(5)(viii) of Companies
(Accounts) Rules, 2014, the Company has in place
proper and adequate internal financial control system
commensurate with the size, scale, complexity and
nature of its business operations. Proper policies and
procedures are adopted ensuring the orderly and
efficient conduct of business, including safeguarding
of its assets, prevention and detection of errors and
frauds, accuracy and completeness of the accounting
records and timely preparation of reliable financial
information and the same is reviewed at regular
intervals depending upon situation of business of the
Company. The Company's management has assessed
the effectiveness of the Company's internal financial
control over financial reporting as of March 31, 2025.
The Statutory Auditors of the Company have, in their
Report on Internal Financial Control, certified that the
same are adequate in all material respects.

Present internal financial control measures are tested
over time and no material reportable weakness in
the design or operation was observed. The Internal
financial controls of the Company have been further
discussed in detail in the Management Discussion &
Analysis section.

Risk management

The Company has in place a mechanism to identify,
evaluate and mitigate the operational, strategic and
external environment risks to key business objectives.
The Company fulfils its legal requirements as per the
statute in monitoring and mitigating the risks through

regular review of its overall operations and improving
work place safety continues to be the top priority. As
of now, the Directors do not envisage any element of
risk which may threaten the existence of the Company.

The Board of Directors has constituted the Audit &
Risk Management Committee to identify key risks
across the Company and prioritise relevant action
plans to mitigate these risks. The Risk Management
framework is reviewed periodically by the Board and
the Audit & Risk Management Committee.

The details pertaining to the composition, meetings
and terms of reference of the Risk Management
Committee are included in the Report on Corporate
Governance which forms part of the Annual Report.

Conservation of energy, technology
absorption, foreign exchange earnings
and outgo

The details of energy conservation, technology
absorption and foreign exchange earnings and outgo
as required under Section 134(3) of the Companies
Act, 2013, read with the Rule 8 of Companies
(Accounts) Rules, 2014 is annexed herewith as
Annexure-C to this report.

Maintenance of cost records and cost
audit

The Central Government has not mandated
maintenance of cost records in respect of products /
services of the Company under Section 148(1) of the
Companies Act, 2013 and accordingly such accounts
and records are not required to be maintained.

Significant and / or material orders, if
any

During the year, no significant and/or material order
was passed by any Regulator, any Court in India or
any Tribunal impacting the going concern status and
the Company's operations in future.

Adherence to the secretarial standards

During the financial year 2024-25, the Company
has complied with the applicable provisions of the
Secretarial Standards (SS-1 and SS-2) relating to
'Meetings of the Board of Directors' and 'General
Meetings' issued by the Institute of Company
Secretaries of India and notified by Ministry of
Corporate Affairs in terms of the provisions of Section
118 of the Act.

Particulars of employees

Disclosures relating to remuneration of Directors and
Employees u/s 197(12) of the Companies Act, 2013

read with Rule 5(1), 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed as
Annexure-D
to this report.

Related party transactions

All transactions with Related Parties, as defined
under the Companies Act, 2013, were entered into
in the ordinary course of business and on an arm's
length basis and do not attract the provisions of
Section 188 of the Act. During the year, the Company
had not entered into any contract / arrangement /
transactions with Related Parties which could be
considered as material. Thus, disclosure in Form AOC-
2 is not required.

In accordance with Indian Accounting Standards (Ind
AS-24), the details of Related Party Transactions are
set out in the Notes to the Standalone & Consolidated
Financial Statements.

A detailed note on the procedure adopted by the
Company in dealing with contracts and arrangements
with Related Parties is provided in the Report on
Corporate Governance, which forms part of the
Annual Report.

The Policy on the Related Party Transactions is
available on the website of the Company at
https://
www.theparkhotels.com/images/site-specific/
corporate-site/policv-on-related-partv-transactions.
pdf.

Extract of annual return

As required pursuant to Section 92(3) of the
Companies Act, 2013 read with rules made thereunder,
the Annual Return of the Company in Form MGT-7 has
been placed on the website of the Company,
https://
www.theparkhotels.com/investor-relations/annual-
reports.html.

The Annual Return will be electronically submitted
to the Registrar of Companies within the timelines
prescribed under the Act.

Dematerialisation of shares

The Equity Shares of the Company are registered with
National Securities Depository Ltd. (NSDL) & Central
Depository Services (India) Limited (CDSL) for having
the facility of Dematerialisation of shares and its ISIN
is INE988S01028.

Business responsibility and
sustainability report

In accordance with the Regulation 34(2)(f) of the
Listing Regulations read with SEBI Circular no.

SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May
10, 2021, the Business Responsibility & Sustainability
Report ('BRSR') for the Financial Year 2024-25,
describing the initiatives taken by the Company from
environmental, social and governance perspective
forms part of the Annual Report.

Management discussion and analysis
report

Pursuant to Regulation 34(2)(e) of the Listing
Regulations, a detailed Management Discussion and
Analysis Report for the Financial Year under review is
presented in a separate section, forming part of the
Annual Report.

Corporate governance

The Company is committed to maintain the highest
standard of corporate governance and adopting the
best corporate governance practices adhering to
the provisions of the Listing Regulations. A detailed
report on the Corporate Governance pursuant to the
requirements of the Listing Regulations forms part of
the Annual Report.

A certificate from the Statutory Auditors of the
Company, S.R. Batliboi & Co. LLP, Chartered
Accountants, confirming compliance of conditions
of corporate governance as stipulated in the Listing
Regulations is annexed as
Annexure-E to this report.

Prevention of sexual harassment at
workplace

The Company has in place the requisite Internal
Complaints Committee as envisaged in the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 for providing a
redressal mechanism pertaining to sexual harassment
of employees at workplace. Six complaints were
received and disposed off within the statutory period.

Further, details regarding the policy, including the
details of the complaints received and disposed-off
are provided in the Report on Corporate Governance
and Business Responsibility & Sustainability Report,
which forms part of this Annual Report.

Statement containing additional
information as required under
schedule V of the act

A statement containing additional information, as
required under Clause IV of Section II of Part II of
Schedule V of the Companies Act, 2013, is provided
in the Report on Corporate Governance, which forms
part of this Integrated Annual Report.

Directors responsibility statement

Pursuant to Section 134(5) of the Companies Act,

2013, the Directors to the best of their knowledge and

belief confirm that;

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

II. the Directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the company at the end of the
financial year and of the profit of the company
for that period;

III. t he Directors had taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provision of this Act for safeguarding the
assets of the Company and for detecting fraud
and other irregularities;

IV. the Directors had prepared the annual accounts
on a going concern basis;

V. the Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate & operating effectively; and

VI. the Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

Other disclosures

There is no proceeding pending under the Insolvency
and Bankruptcy Code, 2016.

There was no instance of onetime settlement with any
Bank or Financial Institution.

The Company does not have any holding company.

The Managing Director & CEO and the Chairperson
of the Company do not receive any remuneration or
commission from the subsidiary companies.

The other disclosures not commented upon in this
report, pursuant to Section 134 of the Companies
Act, 2013 read with rules, are not applicable to the
Company for the financial year under review.

Appreciation

The Board wishes to place on record its sincere
appreciation and gratitude to the Government of
India and State Governments, various Government
Agencies and Regulatory Authorities, Banks, other
business associates, vendors and the valued customers
for their continued support and confidence in the
Company. Your Directors also take this opportunity to
thank all employees for sharing the Company's vision
and philosophy and for their commitment, dedication
and co-operation.

For and on behalf of the Board of Directors of

Priya Paul Vijay Dewan

Date: May 26, 2025 Chairperson & Whole Time Director Managing Director

Place: Delhi DIN:00051215 DIN: 00051164