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 has
achieved the milestone of crossing the 10,000
operational room mark. As on March 31, 2025 the
inventory for the group stands at 111 operational
hotels with 10,269 rooms, while the development
pipeline comprised of 101 hotels with 6,847 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 Insight" Section
of the Integrated Annual Report 2024-25.

B. Awards and Recognition

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

• Rotary DEI Awards 2025 - LTH was one

of the winners of the Rotary DEI Award 2025
for the category called DEI Excellence Award

• 15^th Hotelier India Awards

• Mr. Patanjali Govind Keswani, Chairman &
MD - Lifetime Achievement Award

- Hotelier India GM Summit & ESG
Excellence Awards 2024 - Western
Region Lemon Tree Premier, Mumbai
International Airport won the Socially
Responsible Hotel of the Year

• HRANI Awards - Women's Excellence
Award 2024

- Priyanka Bhatt Arora - Lemon Tree
Premier, City Centre, Gurugram

• TripAdvisor Traveller's Choice
Awards 2024

54 out of 86 eligible hotels awarded Traveller's
Choice Award by TripAdvisor

- Aurika Hotels & Resorts - 2

- Lemon Tree Premier - 5

- Lemon Tree Hotels - 30

- Red Fox Hotels - 8

- Keys Select by Lemon Tree Hotels - 7

- Keys Lite - 2

Board of Directors & Key Managerial
Personnel (KMP's)

As on March 31, 2025, the Board of Directors (the 'Board')
of the Company comprised of nine (9) Directors, with an
optimum combination of Executive and Non-Executive
Directors, including two Women Independent Directors.

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

Dr. Arindam Kumar Bhattacharya ceased to be a Non¬
Executive Independent Director w.e.f. April 10, 2024 due
to completion of his term. The Board places on record its
appreciation for his invaluable contribution and guidance.

Ms. Jyoti Verma resigned from the position of Group
Company Secretary & Compliance Officer (Key
Managerial Personnel) of the Company with effect from
the closure of working hours of January 27, 2025.

Ms. Rashi Goel was appointed as Company Secretary
(Key Managerial Personnel) and Compliance Officer
w.e.f. February 05, 2025 and resigned with effect from
the close of working hours of March 07, 2025.

The details of the Directors & KMPs [as per Companies
Act, 2013 ("Act")] of the Company as on March 31, 2025
are given herein below:

In accordance with the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Patanjali
Govind Keswani, Chairman & Managing Director shall
be liable to retire by rotation, and being eligible, offers
himself 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 Ms. Harleen Mehta
has resigned from the position of Senior Vice President -
Sales of the Company to pursue an entrepreneurial role.
Her resignation was effective from closure of business
hours of January 20, 2025.

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, 2025, 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; and

(d) Sustainability Committee

Board Meetings held during the year

During the Financial Year under review, the Board met
4 (Four) 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 29^th May, 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)
has 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 Policy was updated
w.e.f. 1^st April, 2024. 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.

The Company has in place following policies in compliance
with the provisions of Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Policies are available in the
'Investor Relations' section at the Company's website.

*Note:- The policies have been amended w.e.f. May 29, 2025.

Corporate Social Resposibility

The Company strongly believes that sustainable
community development is essential for harmony
between the community and the industry. The Company
endeavours to make a positive contribution especially to
the underprivileged communities by supporting a wide
range of socio-economic and educational initiatives.

The Corporate Social Responsibility Committee

("CSR Committee") of the Board of Directors of the
Company oversees the implementation of CSR Policy of
the Company.

In line with the provisions of the Act and on the
recommendations of the CSR Committee, the Board
of Directors has approved the CSR Policy of the
Company. Detailed CSR Policy of the Company has been
uploaded on the website of the Company
at www.lemontreehotels.com

The report on CSR Activities for the Financial Year under
review under Section 134 and 135 of the Act read with
Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 read with Rule 9 of the Companies
(Accounts) Rules, 2014 is attached as 'Annexure-3' to
this Report.

Subsidiary, Associates and Joint Venture
Companies

As on March 31, 2025, the Company has Twelve (12)
direct subsidiaries; Eight (8) indirect subsidiaries and
Three (3) associate companies as under:

*During the year under review, Arum Hotels Private Limited
became the Indirect Subsidiary of Lemon Tree Hotels Limited
pursuant to allotment and acquisition of 100% shares by
Carnation Hotels Private Limited w.e.f. March 12, 2025.

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 link https://investors.lemontreehotels.com/
financials-subsidiaries.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
Annual Report.

Business Responsibility and Sustainability
Report (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI (LODR)
Regulations and its Circular dated May 10, 2021, SEBI
has made Business Responsibility & Sustainability Report
(BRSR) mandatory for the top 1,000 listed companies
(by market capitalisation) from FY 2022-23. In terms
of SEBI circular dated July 12, 2023, from FY 2023-24,
the top 1,000 listed entities (by market capitalization)
shall make disclosures as per the updated BRSR format,
as part of their Annual Reports. As the Company falls
in the top 1,000 category, the BRSR under updated

format for FY 2024-25 forms part of this Report as
'Annexure -10'.

Integrated Annual Report

The Company has voluntarily adopted Integrated
Annual Report during the Financial Year 2021-22. This
Integrated Annual Report for the Financial Year 2024¬
25 is prepared in alignment with the Integrated Annual
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
link https://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.

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 ?29,901.69
Lakhs in the previous year to ?22,802.67 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, 2,000
options have been exercised by the employees of the
Company through 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 at https://investors.lemontreehotels.com/
corporate-governance-esop-scheme.html

ESOP Report for Financial Year 2024-25

*ESOP Plan is implemented though Trust Route. Hence, all the
options have already been exercised by Krizm Hotels Private
Limited Employee Welfare Trust.

**Options granted prior to the listing of the Company's shares
were based on the valuation done by an Independent Chartered
Accountant from time to time

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 LTHL Stock Appreciation Rights Scheme - 2024 ('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. 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
at https://www.lemontreehotels.com/factsheet/Policies/
SAR%20DISCLQSURE%202025.pdf.

(i) General terms and conditions of the Scheme are

as follows:

a) Date of shareholders' approval: September
26, 2024

b) Total number of shares approved under the
SAR scheme: 20,00,000 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 cash and equity as per the Scheme

g) Choice of settlement (with the Company or the
employee or combination): In cash and equity
as per the Scheme

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

i) Variation in terms of scheme: NA

(ii) Method used to account for SAR Intrinsic or fair value

As on date no grant has been made under
the Scheme.

(iii) Where the Company opts for expensing of SAR using
the intrinsic value of SAR, the difference between
the employee compensation cost so computed and
the employee compensation cost that shall have
been recognized if it had used the fair value of SAR,
shall be disclosed. The impact of this difference on
profits and on EPS of the Company any shall also
be disclosed

As on date no grant has been made under
the Scheme

(iv) SAR movement during the year:

(v) Employee wise details (name of employee,
designation, number of SAR granted during the year,
exercise price) of SAR granted to - The Company
has not grant any SAR during the FY 2024-25

a) "Senior Management" as defined under Regulation
16(1)(d) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015: N.A.

b) any other employee who receives a grant in any one
year of amounting to 5% or more of SAR granted
during that year: N.A.

c) identified employees who were granted SAR, during
any one year, equal to or exceeding 1% of the
issued capital (excluding outstanding warrants and
conversions) of the Company at the time of grant:
N.A.

Remuneration of Directors, Key Managerial
Personnel and Particulars of Employees

The statement including the details of employees
as required to be furnished in accordance with the
provisions of Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel), Rules, 2014 are
set out in 'Annexure-6' to this Report.

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) in 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,
2025 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,
2025 forms part of this Report. There have been no
qualifications, reservation or adverse remarks 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 Board of Directors of the Company, have appointed
M/s DPV & Associates LLP, Practicing Company
Secretaries (FRN: L2021DE009500) to conduct the
Secretarial Audit for the Financial Year under review in
accordance with Section 204 of the Act. The Secretarial
Auditors have submitted their report, 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 2024¬
25 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.

Further, the Board of Directors of the Company, has
appointed M/s DPV & Associates LLP, Practicing Company
Secretaries (FRN: L2021DE009500) for the term for five
consecutive years (subject to the approval of members
at the ensuing Annual General Meeting) to conduct the
Secretarial Audit for Financial Year 2025-26 to 2029-

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 website https://www.
lemontreehotels.com/factsheet/Policies/Related Party
Transaction Policy.pdf

The Policy intends to ensure that proper reporting,
approval and disclosure processes are in place for

30 in accordance with Section 204 of the Companies
Act, 2013.

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.

Further, the detail required in terms of Regulation 34(3)
of SEBI (LODR) Regulation with respect to loan given by
the Company to its subsidiaries is given hereunder. For
details regarding investments and Guarantees please
refer to the notes to the Financial Statements.

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 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 at https://www.
lemontreehotels.com/factsheet/Policies/LTHL%20
Annual%20Return%202025%20(1).pdf.

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

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 committed to maintain
eco-friendly & energy conservation practices all
across its Hotel properties. We strongly believe in
conservation and accordingly have implemented
many eco-friendly processes for energy and
water preservation, waste management disposal,
measures to control water, noise and environmental
pollution. Our existing and upcoming hotels are
designed and constructed to qualify for the L.E.E.D
Gold Standard.

Further, the details of steps taken for conservation
of energy are provided in Business Responsibility
and Sustainability Report (BRSR) which forms part
of this Report.

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

The Company has utilized alternative source of
energy viz. renewable Energy in the form of Solar
Photo voltaic systems which is being utilized by

our hotels. We are also using solar hot water
systems in our hotels to reduce heating load for hot
water systems.

The Capital investment on energy conservation
requirements:

The Company has made the capital investment
on installation and commissioning of Solar Photo
voltaic systems at our Hotels to capture free Solar
Energy for reducing the Energy requirement and
also on installation of Heat Recovery ventilation and
Heat Recovery wheel systems.

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 during the Financial Year 2024-25 has
not carried out any activity which can be construed
as Research & Development. Therefore, there is
nothing to report under this section.

C. Foreign exchange earnings and outgo:

The information regarding Foreign Exchange
earnings and outgo for the period under review is
mentioned hereunder:

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, 2025.

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's internal control systems are
commensurate with the nature of its business and the
size and complexity of its operations. The Statutory and
the Internal Auditors routinely conduct system checks
and give their report after evaluation of the efficacy and
adequacy of internal control systems including controls
with respect to the financial statements, its compliance
with operating systems, accounting procedures and
policies in the Company. Based on the report of Internal
Audit, the departments undertake corrective action
in their respective areas and thereby strengthen the
controls. The significant audit observations and follow
up actions thereon are reported to the Audit Committee
as well and further corrective action taken as per the
inputs received from the committee members and
the auditors.

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.

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.

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.

Disclosure 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 & no complaint has been received
during the year under review.

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.

Your 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 2024-25 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 id sectdeptt@lemontreehotels.
com or 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

Place: New Delhi (Chairman & Managing Director)
Date: May 29, 2025 DIN: 00002974