The Board of Directors have pleasure in presenting the Thirty-Fourth (34^th) Board Report of Lemon Tree Hotels
Limited ("LTHL or the Company") together with the Audited Standalone and Consolidated Financial Statements for the
Financial Year ended March 31, 2026.

The consolidated performance of the Company and its subsidiaries have been referred to wherever required.
FINANCIAL RESULTS AND OPERATIONS

The financial performance of the Company, based on the Standalone and Consolidated Financial Statements for the
year ended March 31, 2026 is summarized below:

Further, key financial and operational highlights of Company are available in the Management Discussion and Analysis
Report forming part of the Integrated Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act,
2013 ("the Act") and the SEBI (LODR) Regulations read
with Ind AS 110-Consolidated Financial Statements and
Ind AS 28-Investments in Associates, the consolidated
audited financial statement forms part of the Integrated
Report.

CAPITAL STRUCTURE
Authorised Share Capital

The Authorized Share Capital of the Company is
' 10,14,24,00,000 consisting of 1,00,73,90,000 equity
shares of ' 10 each, 1,95,000 5% redeemable preference
shares of ' 100 each and 4,90,000 preference shares of
' 100 each.

Paid-up Share Capital

During the Financial Year under review, the Issued
and Paid up Share Capital of the Company remained
at ' 7,92,24,64,640/- divided into 79,22,46,464 equity
shares of face value of ' 10/- each.

STATEMENT OF COMPANY'S AFFAIRS:

A. Operational Hotels and Upcoming Projects

During the year under review, the Company
achieved the significant milestone of crossing
11,000 operational rooms. As on March 31, 2026,
the Group's portfolio comprised 131 operational
hotels with 11,811 rooms, while the development
pipeline consisted of 137 hotels with 10,770 rooms.

Lemon Tree Hotels Limited is a Company engaged
in hotel business and there has been no change in
the nature of its business during the year under
review.

The details of operational hotels and upcoming
projects are given in the "Corporate Overview"
Section of the Integrated Report 2025-26.

B. Awards and Recognition

During the year under review, the Company has
received following key awards and recognition as
detailed herein below:

• Aurika Mumbai, SkyCity received the
Platinum Certification by the Indian
Green Building Council (I.G.B.C.)

• TripAdvisor Traveller's Choice Award
2025

28 out of 68 eligible hotels received the
Traveller's Choice Award by TripAdvisor

Aurika Hotels & Resorts - 2

Lemon Tree Premier - 3

Lemon Tree Hotels - 16

Red Fox by Lemon Tree Hotels - 3

Keys Select by Lemon Tree Hotels - 4

BOARD OF DIRECTORS & KEY MANAGERIAL
PERSONNEL (KMP'S)

As on March 31, 2026, the Board of Directors (the
'Board') of the Company comprised of Ten (10)
Directors, with an optimum combination of Executive
and Non-Executive Directors, including one Women
Independent Director.

The Board comprises of Five (5) Non-Executive
Independent Directors. During the year, the following
appointment/re-appointment/cessation of Directors/
KMP took place:

• Mr. Pawan Kumar Kumawat was appointed as
Company Secretary and Compliance Officer (Key
Managerial Personnel) w.e.f. May 29, 2025.

• Mr. Patanjali Govind Keswani (DIN:00002974) was
appointed as Executive Director and Chairman for
a term of 18 (Eighteen) months w.e.f. October 01,
2025 and ceased from the position of Managing
Director w.e.f. September 30, 2025

• Mr. Neelendra Singh (DIN: 08491872) was appointed
as Managing Director of the Company for a term of
5 (Five) years w.e.f. October 01, 2025.

• Mr. Kapil Sharma (DIN: 00352890) was appointed
as Executive Director and Chief Financial Officer
of the Company for a term of 5 (Five) years w.e.f.
October 01, 2025.

• Mr. Niten Malhan (DIN: 00614624) was re-appointed
as Independent Director of the Company for second
term of 5 (Five) years w.e.f. November 06, 2025.

• Ms. Freyan Jamshed Desai (DIN: 00965073),
Independent Director of the Company resigned
from the Board w.e.f. close of business hours of
March 20, 2026. The Board places on record its
appreciation for her invaluable contribution and
guidance.

In accordance with the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Aditya
Madhav Keswani and Mr. Willem Albertus Hazeleger,
Non-Executive Directors shall be liable to retire by
rotation, and being eligible, offers themselves for
reappointment. The same shall be placed for approval
of members at the ensuing Annual General Meeting of
the Company.

SENIOR MANAGEMENT

During the financial year under review the following
changes took place in the Senior Management Personnel
(SMP) of the Company:

• Mr. Vishvapreet Singh Cheema was appointed as
President and designated as Senior Management
Personnel (SMP) of the Company w.e.f. June 09,
2025.

• Mr. Jagdish Kumar Chawla resigned from the
position of Executive Vice President-Projects &
Engineering and ceased to be SMP of the Company
w.e.f. close of business hours of June 30, 2025.

• Mr. Sumant Jaidka - Sr. Vice President - Ops &
Chief Operations Officer and Mr. Rajesh Kumar -
Sr. Vice President - Human Resources, ceased to
be SMP of the Company w.e.f. close of business
hours of June 30, 2025, pursuant to change in
Company's reporting structure.

• Mr. Saurabh Shatdal was appointed as Senior
Management Personnel of the Company and
Chief Executive Officer (CEO) of Fleur Hotels

Limited (material subsidiary of the Company) w.e.f.
August 01, 2025.

• Mr. Vivek Jhawar was appointed as Senior Vice
President - Business Development and designated
as SMP of the Company w.e.f. January 23, 2026.

• Mr. Vilas Pawar, CEO- Managed & Franchised
Division and SMP of the Company, superannuated
from the services of the Company w.e.f. close of
business hours of March 31, 2026.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given
declarations under Section 149(7) of the Act, that they
meet the criteria of independence as laid down under
Section 149(6) of the Act and Regulation 16(1)(b) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as "SEBI
(LODR) Regulations"). In terms of Regulation 25(8)
of the SEBI (LODR) 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. The Independent Directors of the Company
have undertaken requisite steps towards the inclusion of
their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs,
in terms of Section 150 of the Act read with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014.

In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience and
are persons of high integrity and repute. They fulfill
the conditions specified in the Act read along with the
Rules made thereunder and are independent of the
Management.

COMMITTEES OF THE BOARD

As on March 31, 2026, your Board has following
mandatory Committees:

• Audit Committee;

• Nomination and Remuneration Committee;

• Corporate Social Responsibility Committee;

• Stakeholder's Relationship Committee; and

• Risk Management Committee.

The details of the compositions, meetings held during

the Financial Year under review, attendance of the
Committee Members and the terms of reference of
the above Committees of the Board are provided
in the Corporate Governance Report attached as
'Annexure-5' to this Report.

Apart from the above-mentioned Committees, the
details of the compositions, meetings held during the
Financial Year under review and attendance of the
Members of following non-mandatory Committees are
given in 'Annexure-1' to this Report:

(a) Finance Committee;

(b) Share Allotment Committee;

(c) General Management Committee;

(d) Sustainability Committee; and

(e) Reorganization Committee.

BOARD MEETINGS HELD DURING THE YEAR

During the Financial Year under review, the Board met
7 (Seven) times and the details of the Board Meetings
held indicating number of meetings attended by each
Director is provided in the Corporate Governance Report
attached as 'Annexure-5' to this Report.

ANNUAL BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of
the Act and Rules made thereunder, Regulation 17(10)
of SEBI (LODR) Regulations, the Board of Directors has
carried out an annual evaluation of its own performance
including its Committees (wherein the concerned
Director being evaluated did not participate). The
performance of the Board was evaluated by the Board

after seeking inputs from the Directors on the basis of
the criteria such as strategy, performance management,
risk management, core governance & compliance,
organization's health and talent management.

Further, to comply with the Regulation 25(4) of SEBI
(LODR) Regulations, Independent Non-Executive
Directors also evaluated the performance of Non¬
Independent Non-Executive Directors, Chairman and
Board as a body at a separate meeting of Independent
Directors held on December 24, 2025.

The evaluation of all the Directors and the Board as
a whole was conducted based on the criteria and
framework adopted by the Board. On the basis of
the ranking filled in the evaluation questionnaire
and discussion of the Board, the performance of the
Board and its Committees and Individual Directors
(including Independent Directors) have been assessed
as satisfactory.

POLICIES UNDER COMPANIES ACT, 2013/SEBI(LODR) REGULATIONS

Nomination and Remuneration Policy

The Company has in place a Nomination and
Remuneration Policy which lays down the criteria for
appointment, evaluation of performance of Directors
and remuneration of Directors, KMP, Senior Management
Personnel and other employees. The Nomination and
Remuneration Policy is attached as 'Annexure-2' to
this Report.

During the Financial Year under review, the Company has
taken necessary approval/recommendation with respect
to appointment/re-appointment of Directors/KMP,
wherever required, from Nomination and Remuneration
Committee in accordance with the terms of the policy.

Risk Management Policy

The Company has, in place, Risk Management Policy
which includes identification therein of the elements of
risk which in the opinion of Board may threaten the
existence of the Company. The Company recognizes
that the applicable risks need to be managed and
mitigated to protect the interests of the shareholders and
stakeholders, to achieve business objectives and enable
sustainable growth. The risk management framework is
aimed at effectively mitigating the Company's various
business and operational risks, through strategic and
tactical actions. Risk management is embedded in our
critical business activities, functions and processes.
The risks are reviewed for the change in the nature
and extent of the major risks which provides control
measures for risks and future action plans.

Further, the Subsidiary Companies viz. Fleur Hotels
Limited and Celsia Hotels Private Limited are partners
of a limited liability partnership, Mezereon Hotels LLP
("Mezereon").

During the year, there has been no material change in
the nature of the business of the subsidiaries.

In accordance with Section 129(3) of the Act read
with Rule 8(1) of Companies (Accounts) Rules, 2014,
a statement containing the salient features of financial
statements of the Company's subsidiaries, associates
and joint ventures is attached in Form AOC-1 as
'Annexure-4' to the Board Report.

Further, pursuant to provisions of section 136 of the
Act, the audited financial statements of the Company
along with relevant documents and separate audited
financial statements of the subsidiaries are available
on the website of the Company under Investor section
under following linkhttps: //investors. lemontreehotels.
com/financials-subsid iaries.html

MANAGEMENT REPORTS

Management Discussion and Analysis Report

The management discussion and analysis report on
Company's performance-industry trend and other
material changes with respect to the Company, its
subsidiaries, associates, wherever applicable, has been
given separately and forms part of this Integrated Report.

Business Responsibility and Sustainability
Report (BRSR)

In accordance with Regulation 34(2)(f) of the SEBI
Listing Regulations, Business Responsibility and
Sustainability Reporting (BRSR), covering disclosures
on the Company's performance on Environment, Social
and Governance parameters in the prescribed format
as 'Annexure-10' for Financial Year 2025-26, forms
part of this Integrated Annual Report. Cross-reference
is provided in relevant sections of this Integrated Annual
Report 2025-26 with suitable references to the BRSR.

In terms of the SEBI Listing Regulations, the Company
has obtained Independent Limited Assurance Statement
on BRSR from JDP & Associates, Chartered Accountants.

Integrated Annual Report

The Company continues its integrated reporting journey
in the current financial year also. This Integrated Annual
report for the Financial Year 2025-26 is prepared in
alignment with the Integrated Reporting framework laid
down by the International Integrated Reporting Council
and aims at presenting the value creation approach for
our stakeholders.

CORPORATE GOVERNANCE

The Company has adopted good governance practices
and committed to maintain high standards of corporate
ethics, professionalism and transparency. The Company
has adopted polices in line with the good corporate
governance requirements which inter alia includes
policy on Related Party Transactions, policy on Material
Subsidiary, policy for Material Information and Events,
Corporate Social Responsibility Policy, Dividend
Distribution Policy, Whistle Blower Policy and a Policy
on Board Diversity. These policies are available in the
'Investor Relations' section at the Company's website at
linkhttps://investors.lemontreehotels.com

In compliance with the provisions of Regulations 34(3)
of the SEBI (LODR) Regulations, a separate report on
Corporate Governance together with a certificate from
the Secretarial Auditors of the Company regarding
compliance of conditions of Corporate Governance
as stipulated under the SEBI (LODR) Regulations is
attached as 'Annexure-5' to this Report.

The certificate from the Practicing Company Secretary
pursuant to Regulation 34(3) and Schedule V Para C
clause (10) (i) of the SEBI (LODR) Regulations with
respect to non-disqualification of Directors of the
Company is also annexed along with 'Annexure-5'
and forms part of this Report.

VIGIL MECHANISM / WHISTLEBLOWER POLICY

The Company has a Whistle Blower Policy in place to
report concerns about unethical behaviour, improper
activities, or serious irregularities or violation of the
Company's Code of Conduct. The Policy provides for
protected disclosures for the whistle-blower. Directors,
employees, vendors, or any person having dealings
with the Company may report non-compliance to the
Chairman of the Audit Committee, who reviews the
report. The Whistle Blower Policy can be accessed
on the Company's website at the linkhttps ://www.
lemontreehotels.com/factsheet/Policies/lth-vigil-
mechanism-whistle-blowers-policv.pdf

DEPOSITS

The Company has not accepted any public deposits and
as such, no amount on account of principal or interest
on public deposits was outstanding as on the date of the
Balance Sheet.

BORROWINGS FROM BANKS/ FINANCIAL
INSTITUTIONS

The Company's total long-term borrowings from banks/
financial institutions have reduced from ' 22,802.67

Lakhs in the previous year to ' 15,816.88 Lakhs in the
current year.

EMPLOYEES STOCK OPTION SCHEME

A certificate from the Secretarial Auditors of the
Company that Employee Stock Option Scheme, 2006
('ESOP Scheme') the scheme has been implemented
in accordance with Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 will be placed at the ensuing
Annual General Meeting for inspection by Members of
the Company.

Further, during the financial year under review, there
were no stock options outstanding that were exercisable
by the employees of the Company through the Krizm
Hotels Private Limited Employee Welfare Trust ("Trust").

The applicable disclosures as stipulated under Rule 12
of Companies (Share Capital and Debentures) Rules,
2014 with regard to Employees Stock Option Plan of
the Company is given herein below and the information
required under Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 is available at the Company's website
athttps://www. lemontreehotels.com/factsheet/
Policies/ESOP-DISLOSURE-2026.pdf

STOCK APPRECIATION RIGHTS SCHEME-2024

"LTHL Stock Appreciation Rights Scheme - 2024"
hereinafter referred to as "the Scheme" seeks to
reward eligible employees by way of granting Stock
Appreciation Rights (SARs), with a view to reward their
association and loyalty which has resulted in corporate
growth and value creation over a long period of time.
The Scheme is implemented through Direct Route for
extending benefits to Employees wherein the Company
will distribute the Appreciation in accordance with the
Scheme. The Scheme shall continue to be in effect up
to 8 years from the effective date of the scheme unless
terminated earlier by the Board of Directors.

A certificate from the Secretarial Auditors of the Company
that the LTHL Stock Appreciation Rights Scheme - 2024
has been implemented in accordance with Securities and
Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 will be placed at
the ensuing Annual General Meeting for inspection by
Members of the Company. The information required
under Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 is available at the Company's website athttps://
www.lemontreehotels.com/factsheet/Policies/SAR-
DISCLOSURE-2026.pdf

(i) General terms and conditions of the Scheme are as

follows:

a) Date of shareholders' approval: September 26,
2024 (amended on September 25, 2025)

b) Total number of shares approved under the
SAR scheme: 80,00,000 equity shares at a
face value of ' 10 each

c) Vesting requirements: Vesting period shall
commence after minimum 2 (Two) years
from the grant date and shall not exceed
the maximum period of 8 (Eight) years from
the effective date of the Scheme subject to
achievement of milestones as mentioned in
the scheme.

d) SAR price or pricing formula: SAR Price shall
be calculated on the basis of market price.

e) Maximum term of SAR granted: The Scheme
shall continue to be in effect up to 8 years
from the effective date of the scheme unless
terminated earlier by the Board of Directors.

f) Method of settlement (whether in cash or
equity): In form of equity or in cash (in case of
fraction entitlements only) as per the Scheme.

g) Choice of settlement (with the company or the
employee or combination): In form of equity
or in cash (in case of fraction entitlements
only) as per the Scheme

h) Source of shares (primary, secondary or
combination): Primary

i) Variation in terms of scheme: The amendment
was made in LTHL Stock Appreciation Rights
Scheme - 2024 which was approved by the
shareholders in Annual General Meeting held
on September 25, 2025.

Key terms amended are as below:

• Corporate Action - means a change in the capital
structure of the Company as a result of Bonus Issue,
Rights Issue, Split of Shares and Consolidation
of Shares and also consequent to any scheme
of merger, demerger, arrangement or any other
re-organisation.

• Subsidiary or Subsidiaries shall include only unlisted
subsidiary of the Company.

• The definition of Employee and Eligible Employee
includes the employee of Lemon Tree Hotels
Limited and its existing unlisted subsidiaries.

• Appreciation value is being contemplated to be
paid fully in the form of shares only instead of part
payment in cash. Payment in cash to be done in
case of fraction entitlements only.

• The maximum number of SAR Units that may
be issued shall not exceed 1,50,00,000 and the
maximum number of Equity Shares that may be
issued and allotted at any time pursuant to exercise
of SAR Units shall not exceed 80,00,000 at a face
value of ' 10/- each.

• Milestones for vesting of SAR units are based on
time period and are linked to the achievement of
Benchmark market price which is now defined as a
multiple of SAR Price.

Milestone(s) as stated below:

1^st Milestone Achieving Benchmark Market Price

equivalent to 1.67x of SAR Price

2^nd Milestone Achieving Benchmark Market Price

equivalent to 2.00x of SAR Price

3^rd Milestone Achieving Benchmark Market Price

equivalent to 2.34 x of SAR Price

4^th Milestone Achieving Benchmark Market Price

equivalent to 2.67x of SAR Price

Disclosures pertaining to the remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
provided in 'Annexure-7' to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(C) read with Section 134(5)
of the Act, the Directors, to the best of their knowledge
and ability, hereby confirm that:

(i) i n the preparation of the annual accounts, the
applicable accounting standards have been followed
with proper explanation relating to material
departures;

(ii) they have selected such accounting policies in
consultation with Statutory Auditors 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 March
31, 2026 and of the profit and loss of the company
for the year ended on that date;

(iii) they have taken proper and sufficient care, to
the best of their knowledge and ability, for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting frauds
and other irregularities;

(iv) the annual accounts of the Company have been
prepared on a going concern basis.

(v) they have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and were operating
effectively.

(vi) they have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

AUDITORS AND AUDITOR'S REPORT
Statutory Auditors

M/s Deloitte Haskins & Sells LLP (LLP No. AAB-7837),
Chartered Accountants have been re-appointed as
Statutory Auditors of the Company in the Annual General
Meeting held on September 14, 2022 for a further period
of 5 years upto conclusion of Annual General Meeting of
the Company to be held in year 2027.

The reports given by the Statutory Auditors on the
Standalone and Consolidated Financial Statements
of the Company for the Financial Year ended March
31, 2026 forms part of this Report. There have been

no qualifications, reservation, adverse remarks or
disclaimers made by the Statutory Auditors in their
reports. The Statutory Auditors have not reported any
material fraud to the Central Government under Section
143(12) of the Act.

Secretarial Auditor Report of the Company and
its material subsidiary Companies

The members of the Company at the 33^rd Annual
General Meeting of the Company held on September
25, 2025 had approved the appointment of M/s DPV &
Associates LLP, Practicing Company Secretaries (FRN:
L2021DE009500) to conduct the Secretarial Audit for
the Financial Year 2025-26 to 2029-30 in accordance
with Section 204 of the Act. The Secretarial Auditors
have submitted their report for the FY 2025-26, which is
annexed as 'Annexure-8' to this Report.

The Secretarial Auditor's Report does not contain
any qualifications, reservations, adverse remarks or
disclaimers.

As per Regulation 24A of SEBI (LODR) Regulations,
the Secretarial Audit Report(s) of the unlisted material
subsidiaries of the Company for the Financial Year 2025¬
26 by Practicing Company Secretaries are annexed
as 'Annexure-9' to this Report. None of the said
Secretarial Audit Reports contain any qualifications,
reservations, adverse remarks or disclaimers.

Cost Records and Cost Audit

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

SIGNIFICANT AND MATERIAL ORDERS

There are no significant or material orders passed by
the regulators, courts or tribunals impacting the going
concern status and the company's operation in future.
However, Members' attention is drawn to the Statement
on Contingent Liabilities and Commitments in the Notes
forming part of the financial statements.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company, being engaged in the hotel business, is
classified as providing infrastructure facilities in terms
of the Schedule VI to the Act and is exempted from
the compliance for loans made, guarantees given,
security provided in terms of Section 186 (11) of the
Act, however, the details of loans, guarantees, and
investments made by the Company forms part of the
notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188 OF THE
COMPANIES ACT, 2013

In line with the requirements of the Act and the SEBI
(LODR) Regulations, your Company has formulated a
policy on dealing with Related Party Transactions (RPTs)
which has been amended during the year under review.
The policy can be accessed in the 'Investor Relations'
section at the Company's websitehttps ://www.
lemontreehotels.com/factsheet/Policies/Related%20
Partv%20Transaction%20Policv.pdf

The Policy intends to ensure that proper reporting,
approval and disclosure processes are in place for all
material transactions between the Company and Related
Parties.

All contracts/arrangements/transactions entered by the
Company during the financial year with related parties
were in the ordinary course of business and on an arm's
length basis.

None of the transactions with related parties fall under
the scope of Section 188(1) of the Act. Accordingly,
the disclosure of related party transactions as required
under Section 134(3)(h) of the Act in Form AOC-2 is
not applicable to the Company for FY 2025-26 and
hence does not form part of this report. Related party
Transactions can be viewed at Note No. 33 of Standalone
Financial Statements and Note No. 38 of Consolidated
Financial Statements of the Company.

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 athttps://www.
lemontreehotels.com/factsheet/Policies/LTHL-Annual-
Return-2026.pdf

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes and commitments,
if any, affecting the financial position of the Company
which have occurred between the end of the Financial
Year of the Company to which the Financial Statements
relate and the date of this Report.

PARTICULARS REGARDING CONSERVATION
OF ENERGY ETC. UNDER SECTION 134(3)(m)
OF THE COMPANIES ACT, 2013 AND RULES
MADE THEREIN

As per the provisions of Section 134(3)(m) of the Act
read with Companies (Accounts) Rules, 2013, the
measures taken during the Financial Year under review
for conservation of energy and technology absorption
by the Company in the operation of its hotels are as
follows:

A. Conservation of Energy:

Lemon Tree Hotels is deeply committed to
ecofriendly operations and energy conservation

practices across all its properties. We believe
that sustainability is integral to hospitality, and
accordingly, we have implemented a wide range of
initiatives focused on energy and water preservation,
responsible waste management, and measures to
mitigate water, noise, and environmental pollution.

Our existing and upcoming owned hotels are
designed and constructed in line with IGBC Green
Building Certification Standards, ensuring that
sustainability is embedded right from the planning
and design stage. These efforts reflect our longterm
vision of reducing environmental impact while
enhancing operational efficiency.

Further, the detailed steps undertaken for energy
conservation and sustainability are comprehensively
documented in the Business Responsibility and
Sustainability Report (BRSR), which forms an
integral part of this Report.

Steps taken by the Company for utilizing
alternate source of energy:

The Company has consistently prioritized the use
of alternative and renewable sources of energy to
enhance sustainability across its operations. Our
hotels have installed onsite Solar Photovoltaic
(PV) systems on rooftops, enabling clean
electricity generation and reducing dependence
on conventional grid supply. In addition, solar hot
water systems have been deployed to significantly
lower the heating load for domestic hot water
requirements, thereby improving energy efficiency.

Beyond onsite installations, we are also
leveraging renewable energy through Open
Access arrangements, which currently cater
to approximately 50% of our total energy
requirement. This integrated approach-combining
rooftop solar generation, solar thermal systems,
and Open Access procurement-demonstrates
our commitment to reducing carbon footprint,
optimizing operational costs, and aligning with
longterm sustainability goals.

The Capital investment on energy conservation
requirements:

The Company has made significant capital
investments in sustainable technologies to
reduce reliance on fossil fuels and enhance
energy efficiency across its hotels. Rooftop Solar
Photovoltaic (PV) systems have been installed to
generate clean electricity onsite, directly lowering
grid dependency. To minimize diesel consumption,
heat pumps are being used in place of conventional
hot water generators, providing efficient heating
solutions. Additionally, heat recovery systems
have been implemented to improve ventilation
efficiency, while EC fan motors are deployed in
HVAC and ventilation systems to optimize energy
use.

Further, the adoption of double-glazed windows in
guest rooms and public areas enhances thermal
insulation, reduces cooling and heating loads,
and improves overall comfort. Collectively, these
measures not only reduce operational costs but
also demonstrate the Company's commitment
to sustainability, energy conservation, and
environmental responsibility.

B. Technology Absorption, Research &
Development (R&D):

Technology absorption:

The Company is in the service industry and
operates and manages its hotels across India.
However, no know how and technology has been
imported during the year. However, efforts have
been made to imbibe various new technologies
like Green Building, rain water harvesting, use of
plumbing faucets, sewage treatment plants.

Research & Development:

The Company operates in the hospitality sector
where formal Research and Development ('R&D')
investments are limited. During the year under
review no expenditure was incurred for R&D
purposes.

DIVIDEND ON EQUITY SHARES

The Company does not propose any dividend on the
shares of the Company for the Financial Year ended on
March 31, 2026.

TRANSFER TO RESERVES

No transfers to reserves were made, as no appropriations
were required to be made during the Financial Year
under review.

ADEQUACY OF INTERNAL CONTROLS

The Company has established adequate internal financial
controls and an internal control system commensurate
with the nature of its business and the size and
complexity of its operations. The Statutory Auditors and
Internal Auditors periodically evaluate the adequacy
and effectiveness of these controls, including internal
financial controls over financial reporting, compliance
with applicable laws and regulations, operational
processes, accounting procedures and policies.

Based on the observations and recommendations of
the Internal Auditors, the respective departments
undertake appropriate corrective and preventive actions
to strengthen the internal control framework. Significant
audit observations, together with the status of corrective
actions taken thereon, are periodically placed before
the Audit Committee for its review and guidance. The
Audit Committee monitors the implementation of the
recommendations and provides necessary directions
to further strengthen the Company's internal control
environment.

SECRETARIAL STANDARDS

The Company has proper systems in place to ensure
compliance with the provisions of the applicable
secretarial standards issued by The Institute of the
Company Secretaries of India and such systems are
adequate and operating effectively.

SHIFTING OF REGISTERED OFFICE

During the financial year under review, the registered
office of the Company was shifted from Asset No. 6,
Aerocity Hospitality District, New Delhi - 110037 to
Lemon Tree Hotel, Urban Complex, Ullahawas, Sector
60, Gurugram, Haryana - 122011, pursuant to the
requisite approvals obtained from the shareholders,
the Regional Director, Ministry of Corporate Affairs,
and other statutory authorities, in accordance with
the applicable provisions of the Companies Act, 2013
and the rules made thereunder. Consequent to the
above, the registered office of the Company is presently
situated at the aforesaid address.

COMPOSITE SCHEME OF ARRANGEMENT

To achieve operational focus, greater flexibility for
capital deployment, and clearer alignment of business
objectives, a Composite Scheme of Arrangement
among Lemon Tree Hotels Limited ("LTH"); Fleur Hotels
Limited ("Fleur"); and Carnation Hotels Private Limited,
Hamstede Living Private Limited, Oriole Dr. Fresh
Hotels Private Limited, Canary Hotels Private Limited,
Sukhsagar Complexes Private Limited and Manakin
Resorts Private Limited was approved by the Board
of Directors of the Company at their meeting held on
January 9, 2026.

The Scheme of Arrangement comprises of the following
integrated components:

• Part A- Amalgamation 1: Merger of two wholly-
owned subsidiaries of LTH (Carnation Hotels Private
Limited and Hamstede Living Private Limited) with
LTH;

• Part B- Amalgamation 2: Merger of four wholly-
owned subsidiaries of LTH (Oriole Dr. Fresh Hotels
Private Limited, Canary Hotels Private Limited,
Sukhsagar Complexes Private Limited and Manakin
Resorts Private Limited) with Fleur Hotels Limited;

• Part C- Demerger: the demerger of 11 operating
hotels and 1 under construction hotel (Shimla
hotel) from LTH to Fleur along-with transfer of
Development capability and investment in Arum
Hotels Private Limited along with their related
undertakings ("Demerger"), and the amendment of
the existing hotel operating agreements entered into
between Fleur/its subsidiaries and LTH, in relation
to operations and management of hotels owned
by Fleur, the entering into of new hotel operating
agreements between Fleur/its subsidiaries and LTH
for the hotels transferred to or demerged in Fleur.

The Scheme will be, inter alia, conditional upon (a)
receipt of no-objection or observation letters from
SEBI and stock exchanges under Regulation 37 of the
Listing Regulations (b) approval of the Scheme by the
requisite majority of shareholders and creditors of
LTH, the Transferee Company, and the Amalgamating
Companies, as applicable, in accordance with the
Companies Act and SEBI guidelines, and as directed
by the NCLT; (c) sanction of the Scheme by the NCLT
under Sections 230 to 232 of the Companies Act; and

(f) filing of certified copies of the NCLT order with the
Registrar of Companies by each company involved.

The complete details can be accessed athttps://
investors.lemontreehotels.com/composite-scheme-of-
arrangement.html

INSOLVENCY AND BANKRUPTCY CODE, 2016
(31 OF 2016) DURING THE YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

During the year under review, there were no proceedings
that were filed by the Company or against the Company,
which are pending under the Insolvency and Bankruptcy
Code, 2016, as amended, before National Company Law
Tribunal or other Courts.

THE DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF

During the year under review, there was no one-time
settlement with any Bank or Financial Institution.
Hence, no valuation was required to be undertaken.

COMPLIANCE WITH MATERNITY BENEFIT ACT,
1961

During the financial year under review, the Company
was in compliance with the applicable provisions of
the Maternity Benefit Act, 1961 and the rules framed
thereunder. Adequate policies, processes, and internal
controls are in place to ensure adherence to statutory
requirements relating to maternity benefits for eligible
employees. The Company remains committed to
upholding high standards of employee welfare and
fostering an inclusive workplace environment.

DISCLOSU RE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe
and harassment-free workplace for every individual
working in the Company. The Company has in place
an Anti-Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at
the Workplace (Prevention, Prohibition and Redressal)
Act, 2013. During the year under review, no complaint
was received by the Corporate Ethics Committee (CEC)
formed in this regard.

Further, Internal Complaints Committee is also in place
at all hotel locations and no complaint has been received
during the year under review.

The status of complaints under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition, and
Redressal) Act, 2013, during the year under review, are
as follows:

a. Number of complaints of sexual harassment
received in the year: NIL

b. Number of complaints disposed-off during the year:
NIL

c. Number of cases pending for more than 90 days:
NIL

d. Number of complaints pending as on March 31,
2026: NIL

GREEN INITIATIVE

Pursuant to Section 101 and 136 of the Act read with
Companies (Management and Administration) Rules,
2014 and Companies (Accounts) Rules, 2014, the
Company can send Notice of Annual General Meeting,
financial statements and other communications in
electronic form.

The Company shall be sending this Report including the
Notice of Annual General Meeting, Audited Financial
Statements, Board's Report along with annexures etc.
for the Financial Year 2025-26 in the electronic mode
to the shareholders who have registered their email ids
with the Company and/or their respective Depository
participants (DPs). Shareholders who have not registered
their e-mail addresses so far are requested to register
their e-mail addresses.

Those holding shares in demat form can register their
e-mail addresses with their concerned DPs. Shareholders
who hold shares in physical form are requested to
register their e-mail addresses with the Company by
sending mails to the mail idsectdeptt@lemontreehotels.
comor to the Registrar and Share Transfer Agent of the
Company, by sending a letter, duly signed by the first/
sole holder quoting details of their Folio No.

ACKNOWLEDGEMENT

We thank our customers, business associates,
Government Agencies, bankers and other statutory
authorities, who have reposed their continued trust and
confidence in the Company.

We wish to convey our deep appreciation to the dealers
of the Company for their achievements in the area of
sales and service, and to suppliers/vendors for their
valuable support.

We also place on record our sincere appreciation for
the enthusiasm and commitment of the Company's
employees for the growth of the Company and look
forward to their continued involvement and support.

For & On Behalf of the Board of Directors of
Lemon Tree Hotels Limited

Sd/-

Patanjali Govind Keswani

Date: May 28, 2026 Chairman & Executive Director
Place: New Delhi DIN: 00002974