Your Directors are pleased to present their Thirty Third Report together with the Audited Financial Statements of your Company for the financial year
ended March 31, 2025

1. Financial Highlights -The highlights of the financial results of the Company for the financial year ended March 31, 2025 are as under:-
Financial Highlights Rs L

The Financial Year 2024-25 was a landmark year for Espire
Hospitality, underscoring the strength of its diversified
portfolio and resilient business model. The Company
achieved revenues of ^12,016.18 Lakhs, registering a robust
230% year-on-year growth. EBITDA reached an all-time
high of ^2,307.55 Lakhs, a significant 206% increase over
the previous year, reflecting improved operational
efficiencies and disciplined cost management. Profit After
Tax (PAT) stood at ^829.64 Lakhs, representing a strong
224% growth, further strengthening the Company's
financial position. These outstanding results not only mark
the highest-ever performance in Espire Hospitality's history
but also reinforce the Company's ability to deliver
sustainable growth and create long-term value for its
stakeholders.

During the year the company was also able to
multifold its Net Profits from 256.18 lakhs recorded
in the year 2023-24 to Rs 819.13 lakhs in the
financial year 2024-25

The earning per share also increased from Rs 1.90 to
Rs 6.05 during the year 2024-25

3. Share Capital

During the year under review, the Company has raised funds by way of Preferential Issue of its Equity Shares , a total of
14,22,224 Equity Shares were issued @ 225 each(Including Premium of Rs 215 per share) . Accordingly the Paid-up
Capital has increased to Rs 14,92,26,240 from the earlier Paid up Share Capital of Rs 13,50,04,000.

There was no change in the Authorised Share Capital of the company.

4. Dividend

In compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"),the Dividend Distribution Policy of the Company is
annexed herewith as Annexure I and is also available on the Company's website at:

https://www.espirehospitalitv.com/investors/investor-information.. However the company has not declared any
dividend for the year.

5. Transfer to Reserve

The Directors of your Company do not propose to transfer any amount to reserves

6. Related Party Transaction

All transactions entered with related parties during the year under review were on arm's length basis and in the
ordinary course of business. Your Company has not entered into any contracts / arrangements / transactions with
related parties which could be considered material in accordance with the policy of the Company i.e. Policy on
Materiality of and dealing with Related Party Transactions ("RPT Policy"). Further, transactions entered by the Company
with related parties in the normal course of business were approved by the Audit Committee and placed before the
Board.There were no materially significant related party transactions with the Promoters, Directors and Key Managerial
Personnel, which may have a potential conflict with the interest of the Company at large. The RPT Policy as approved by
the Audit Committee and the Board is available on the website of the Company at:

https://www.espirehospitality.com/investors/investor-informationThe Directors of your Company draw attention of the
Members to Note No. 33 to the Standalone Financial Statements which sets out related party disclosure.

7. Particulars of Loans and Advances,Guarantees, Investments and Securities

The company has neither granted nor provided any guarantee or made investment attracting the provisions of section 186 of
the Companies Act, 2013.

8. Significant and Material Orders passed by the Regulators or Courts

There were no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going
concern status of the Company and its operations in the future.

9. Corporate Social Responsibility

Section 135 of the Companies Act,2013 is become applicable on the company w.e.f FY 2025-26 and accordingly the board has
designated a Corporate Social Responsibility , Committee (CSR Committee) to look after the required compliances therein .

10. Business Responsibility and Sustainability Reporting

The provisions of BRSR are not applicable on the company for the f.y 2024-25

11. Corporate Governance Report

A Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company regarding the
compliance of conditions of corporate governance as stipulated under Schedule V of the SEBI Listing Regulations, forms part
of this Annual Report

13. Management Discussion and AnalysisReport

A detailed analysis of the Company's operational and financial performance as well as the initiatives taken by the Company in
key functional areas such as Resort Operations, Member Experience, Business Excellence, Human Resources and Information
Technology are separately discussed in the Management Discussion and Analysis Report, which forms part of this Annual
Report.

14. Whistle Blower Policy & Vigil Mechanism

As per the provisions of Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company is required
to establish an effective Vigil Mechanism for DEspire Hospitality Limited Annual Report 2024-25lkeholders

to report genuine concerns. The details of the Whistle Blower Policy and Vigil Mechanism have been disclosed in the
Corporate Governance Report, which forms part of this Annual Report

15. Employees' Stock Options

Employees' Stock Options represent a reward system based on overall performance of the individual employee and the
Company. It helps the Company to attract, retain and motivate the best available talent. This also encourages
employees to align individual performances with those of the Company and promotes increased participation by the
employees in the growth of the Company. However the company has not announce any ESOP during the year under
report.

16. Subsidiaries, Joint Venture and Associate companies

The Company has no Joint Venture Agreement, or Associate during the year.

17. Directors

Your Company has 7 Directors, which includes 3 Independent Directors, 3 Non-Executive Non-Independent Directors
((including 1 woman Director)and 1 Managing Director.

18. Declaration by Independent Directors under Sub-section (6) of Section 149 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 both under the Act and SEBI Listing Regulations. In terms of Regulation 25(8)
of SEBI 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. Based on the declarations received from the Independent Directors, the Board of Directors have confirmed that
they meet the criteria of Independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI
Listing Regulations and that they are Independent of the Management.

In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent
Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency
in terms of Section 150(1) of the Act and applicable Rules thereunder) of all Independent Directors on the Board. In
terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have registered
themselves with the databank maintained by

Retirement by rotation Mr. Gagan Oberoi , retires by rotation and being eligible, offers himself for re-appointment
at the ensuing AGM of the Company scheduled to be held on.

19. Key Managerial Personnel ("KMPs")

Pursuant to the provisions of the Act, as on March 31, 2025, Mr.Akhil Arora, Managing Director & CEO, Mr. Rajeev
Chaterjee Chief Financial Officer and Mr. Sumeer Narain Mathur Company Secretary & Chief Compliance Officer are
the KMPs of the Company.

During the year there was no change in the designation/ any other changes in the KMP's of the company.

20. Policy on Directors' Appointment and Remuneration

Your Company has adopted the following Policies which, positive attributes and independence of a Director:

1. Policy on Appointment of Directors and Senior Management

2. Policy on Remuneration of Directors and

3. Policy on Remuneration of Key Managerial Personnel and Employees

Policy (1) mentioned above includes the criteria for determining qualifications, positive attributes and independence of a
Director, identification of persons who are qualified to become Directors and who may be appointed in the Senior

Management Team in accordance with the criteria laid down in the said Policy. Policies (2) and (3) mentioned above set
out the approach for Compensation of Directors, Key Managerial Personnel and their employees in the Company.

The aforesaid policies are also available at the link:www.espirehospitality.com

21. Board Evaluation

The Board has conducted an annual evaluation of its own performance, individual Directors, Committees of the Board
and that of its Non-Executive Chairperson, in terms of the relevant provisions of the Act, Rules made thereunder and SEBI
Listing Regulations. The Nomination and Remuneration Committee ("NRC") has defined the evaluation criteria and
procedure for the Performance Evaluation process for the Board, its Committees and Directors including Independent
Directors. The criteria for Board Evaluation includes inter alia, composition and structure, effectiveness of board
processes, information and functioning of the Board, etc. The criteria for evaluation of the Committees of the Board
includes mandate of the Committee and composition and effectiveness of the Committee, etc. The criteria for evaluation
of individual Directors include aspects such as professional qualifications, prior experience, integrity, independence and
contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.

• In addition, the performance of the Chairperson is also evaluated on key aspects of his role, including effectiveness
of leadership and ability to steer meetings, impartiality, ability to keep shareholders' interests in mind and
effectiveness as Chairperson. The above criteria are based on the Guidance Note on Board Evaluation issued by the
SEBI on January 5, 2017.

• The NRC has evaluated the performance of individual Directors. The performance evaluation of the Non¬
Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance
evaluation of the Chairperson of the Company was also carried out by the Independent Directors taking into account
the views of the Executive Director and Non-Executive Directors. Performance Evaluation of Independent Directors
was carried out by the entire Board excluding the Director being evaluated. The Annual Performance Evaluation was
carried out by the Board in respect of its own performance as well as the evaluation of the working of its Audit,
Nomination and Remuneration, Stakeholders Relationship, Corporate Social Responsibility, Risk Management and
Inventory Approval Committees. A structured questionnaire was prepared and circulated amongst the Directors,
covering various aspects of the evaluation such as adequacy of the size and composition of the Board and
Committees thereof with regards to skill, experience, independence, execution and performance of specific duties,
diversity, attendance and adequacy of time given by the Directors to discharge their duties, preparedness on the
issues to be discussed, meaningful and constructive contributions, inputs at the meetings, Corporate Governance
practices, etc. The Directors expressed their satisfaction with the evaluation process.

22. Number of Board Meetings

• During the year under review, the Board of Directors met 6 (six) times. The details of the Board Meetings and
attendance

• of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

23. Composition of Audit Committee

• The Audit Committee comprises of 3 (three) Directors viz Mr Pramod Bhatnagar, Mr Amit Kumar Jain & Mr. Dileep
Kumar, as its Chairperson . Further details are provided in the Corporate Governance Report, which forms part of this
Annual Report. During the year under review, all recommendations of the Audit Committee were accepted by the

Board Espire Hospitality Limited Annual Report 2024-25

• 24. Directors' Responsibility Statement

S Pursuant to Section 134(5) of the Act, your Directors, to their best
of their knowledge and ability, confirm that:

S a) in the preparation of the annual accounts for the year ended
March 31, 2025, the applicable Accounting Standards had been
followed and there is no material departure;

S b) they have selected such accounting policies and applied them
consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at March 31, 2025 and of the
profit of the Company for the year ended on that date;

S c) they 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;

S d) the annual accounts have been prepared on a going concern
basis;

S e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls
are adequate and were operating effectively; and

S f) the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

• 25. Internal Financial Controls and their Adequacy

Your Company has an adequate internal controls system,
commensurate with the size and nature of its business. The system
is supported by documented policies, guidelines and procedures to
monitor business and operational performance which are aimed at
ensuring business integrity and remoting operational efficiency.

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014,
and based on the framework of internal financial controls and
compliance systems established and maintained by the Company,
the assessments and audit carried out by the internal auditors, and
external consultants, including the audit of internal financial
controls over financial reporting by the statutory auditors and the
reviews performed by management and the Audit Committee, the
Board is of the opinion that the Company's internal financial
controls laid down with reference to the Financial Statements were
adequate and operating effectively during the financial year 2024¬
25.

Further details are provided in the Management Discussion and
Analysis Report, which forms part of this Annual Report

26. Risk Management

Your Company has a well-defined risk management framework to
identify and evaluate elements of business risk. The Board of
Directors have constituted the Risk Management Committee
pursuant to the provisions of Regulation 21 of the SEBI Listing
Regulations and its prime responsibility is to oversee the
implementation of the Risk Management Policy of the Company.
Your Company has developed and implemented a Risk
Management Policy which is approved by the Board. The Risk
Management Policy, inter-alia, includes identification of risks,
including cyber curity and related risks and also those which in the
opinion of the Board may threaten the existence of the Company.
The Audit Committee has an oversight in the area of financial risk
and controls. Other details including details pertaining to various
risks faced by your Company and also development

• 27. Disclosure requirements

> Pursuant to Regulation 34(3) read with Schedule V of the SEBI
Listing Regulations, details of transactions with persons or
entities belonging to the promoter/ promoter group which
holds 10% or more shareholding in the Company, are furnished
under Note No. 33 to the Standalone Financial Statements
which sets out related party disclosure;

> The provisions in respect of maintenance of cost records as
specified under sub-section (1) of Section 148 of the Act are not
applicable to your Company;

> During the year under review, there was no change in the nature
of business of the Company;

> During the year under review, there was only issue of shares by
way of a Preferential Issue, no other issue of shares (including
sweat equity shares) to employees of the Company under any
Scheme, were issued.

> The Directors have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India and that such systems are adequate and operating
effectively;

> During the year under review, there was no revision of financial
statements and Board's Report of the Company;

> During the year under review, your Company has not made any
application and there are no proceedings pending under the
Insolvency and Bankruptcy Code, 2016;

> There was no OTS (One Time Settlements) being done with any
banks / financial institutions .

> During the year under review, there were no voting rights which
are not directly exercised by the employees in respect of shares
for the subscription / purchase of which loan was given by the
Company (as there is no scheme pursuant to which such
persons can beneficially old shares as envisage _{Espire Hospitality Limite}
67(3)(c) of the Act

28.Audiors

A1- Statutory Auditors

• In terms of the provisions of Section 139 of the Companies
Act,2013 read with the Companies (Audit and Auditors)
Rules,2014 as amended vide the Companies
(Amendment) Act,2017 and the Companies (Audit and
Auditors) Amendment Rules,2018 respectively, M/s Bansal &
Co,LLP, Chartered Accountants ,( (ICAI Firm Regn No:
001113N/N500079), the auditors of the Company, hold
office for a consecutive period of five years until the
conclusion Thirty Fifth (35th) Annual General Meeting of the
company to be held for the financial year 2025-26 and their
appointment is not required to be ratified each year at
Annual General Meeting of the Company.

• The Auditors have confirmed to the company that they
continue to remain eligible to hold office as the Auditors and
not disqualified for being so appointed under the Companies
Act,2013, the Chartered Accountants Act,1949 and the rules
and regulations made thereunder.

A2- Auditors Report

• The Report given by the statutory auditors for the financial
year 2024-25 on the financial statement of the Company is
part of the Annual Report. There has been no qualification,
reservation or adverse remark or disclaimer in their Report.

• B-Secretarial Auditors

• The Secretarial Audit was carried out by M/s. RSH &
Associates, Company Secretaries (Peer Review Certificate
number:1719/2022) for the financial year 2024-25. The
Report given by the Secretarial Auditors is annexed as
Annexure - 3 and forms an integral part of this Report.
Explanations to their points are reverted in the same section
of Annual Report.

C Annual Secretarial Compliance Report

In compliance with the Regulation 24A of SEBI Listing
Regulations, your Company has undertaken an audit for the
financial year 2023-24 for all applicable compliances as per SEBI
Regulations and Circulars / Guidelines issued thereunder.

The Annual Secretarial Compliance Report issued by M/s. RSM &
Associates Secretaries, has already been submitted to the Stock
Exchanges within 60 days from the end of the financial year and
is annexed to this Annual Report.

29. Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and

Secretarial Auditor have not reported any instances of frauds
committed in the Company by its Officers or Employees to the
Audit Committee under Section 143(12) of the Act, details of
which need to be mentioned in this Report.

30. Deposits

Your Company has not accepted any deposits from public or its
employees and, as such no amount on account of principal or
interest on deposit were outstanding as of the Balance Sheet
date.

There are no deposits which are not in compliance with the
requirements of the Act.

31. Credit Rating

There is no credit rating being undertaken by the company

32. Material Changes and Commitment affecting Financial
Position of the Company

There are no material changes and commitments, affecting
financial position of the Company which have occurred from the
end of the financial year of the Company i.e. March 31, 2025 till
the date of the Board's Report.

33. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read
with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return in form MGT-7,
as of March 31, 2025 has been placed on the website of the
Company and can be accessed at
https://www.espirehospitality.com/investors/financials.

34. Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo

Your Company continuously strives to conserve energy, adopt
environment friendly practices and employ technology for more
efficient operations. Some of these initiatives are discussed in
the section on Sustainability in the Management Discussion and
Analysis Report, which forms part of this Annual Report.

In absence of any manufacturing activities, no details have been
given as required under Section 134 of the Companies Act, 2013
and the rules framed there under.

35. Human Resources

Your Company is committed to fostering an inclusive and diverse
workforce by actively focusing on hiring and development of
diverse talent. During the year under review, the Company has
rolled out various initiatives to strengthen inclusion at the
workplace, for instance, workshops on "Unconscious Bias" and
"Allyship" focused on leadership capability to lead and develop
diverse teams. At Res orts, the Company has been hiring
Specially Abled Talent and supporting them through mentorship
initiatives and accessible resources to create an inclusive work
environment that nurtures their growth and success.

The Company continues its concerted efforts towards building
talent from within and has a robust talent management process
aimed to develop capability of talent to take on diverse role

Disclosures pertaining to The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has a Policy on Prevention, Prohibition and
Redressal of Sexual Harassment of Women at Workplace and
matters connected therewith or incidental thereto covering all
the aspects as contained under The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act"). Your Company has also complied with
provisions relating to the constitution of Internal Complaints
Committee under the POSH Act and the Committee includes
external members from NGO and / or members with relevant
experience. There were no complaints pending at the beginning
of the year. During the year under review, NO complaints were
received as per the provisions of the POSH Act. Nil complaint
was pending as on March 31, 2025.

35. Particulars of Employees

The disclosure with respect to the remuneration of Directors,
KMPs and employees under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 ("the
Rules"), is annexed herewith as Annexure VI and forms part of
this report.

37. Ethics Framework

The Company's revised Code of Conduct (''the Code'') for
employees outlines the commitment to the principles of
integrity, transparency and fairness. The refreshed Code has
been contemporized and aligned with the changes in the
internal and the external environments. It enables the
Company to make the right choices and demonstrate the
highest standards of integrity and ethical behaviour. The Ethics
& Governance framework is also anchored by clearly defined
policies and procedures, covering areas such as Anti-Bribery
and Anti-Corruption Policy, Policy on Gifts & Entertainment,
Policy on Prevention of Sexual Harassment at Workplace and
Whistle Blower Policy to ensure robust Corporate Governance.

39. Acknowledgement and Appreciation

The Directors of your Company take this opportunity to thank
the Company's Customers, Shareholders, Suppliers, Bankers
and the Central and State Governments for their unstinted
support. The Directors would like to place on record their
appreciation to the employees at all levels for their hard work,
dedication and commitment.

For & On Behalf of the Board.

Gagan Oberoi Place: New Delhi

Annual Report 2024-25

Chairperson Date:01/09/2025 61