Directors Report of Juniper Hotels Ltd.

Mar 31, 2025

The Board of Directors is delighted to present the Thirty-
Plinth (39th) Annual Report of Juniper Hotels Limited, along
uuith the Audited FinancialStatementsand Auditor’s Report,
for the financial year ended march 31,2025. UJe sincerely
thank our public shareholders for their continued trust,
unwavering support, and valuable partnership.

As our inaugural year post-listing, Juniper Hotels pursued accelerated growth across multiple fronts, achieving notable
strategic milestones. During FY 2024-25, Juniper Hotels made exceptional strides towards its strategic vision, marked by four
significant milestones:

1. Acquisition of Jenipro Hotels Private Limited

On March 18, 2025, the Company executed a Share Purchase Agreement to acquire 100% of Jenipro Hotels. This acquisition
enables the development of a 115-key, five-star luxury resort near Kaziranga NationalPark under a public-private
partnership with Assam Tourism Development Corporation. Jenipro is now a wholly owned subsidiary, paving the way for
a new flagship five-star standard resort in a high-potential tourism hub.

2. Acquisition of a Big Box Hotel Brownfield Asset near Bengaluru Airport

The Company successfully acquired a strategically located, large-scale upper-upscale hotel—comprising 235 rooms
and expansive MICE facilities—on a 6.5-acre freehold parcel. There is future potential to add 150-200 more rooms. The
transaction closed at R325 crore, with R280 crore financed through long-term debt and the balance funded from internal
cash reserves. This bold investment establishes Juniper’s presence in one of India’s fastest-growing hospitality markets.

3. Launch of The Grand Showroom at Grand Hyatt Mumbai

The Company celebrated the grand opening of The Grand Showroom at Grand Hyatt Mumbai, reinforcing our commitment
to brand excellence and enhanced guest experience.

4. Renovations on existing hotel properties

Juniper continued investing in its existing portfolio by undertaking asset-enhancement activities—including upgraded
room decor, modernized F&B outlets, refreshed banqueting halls, and enhanced guest amenities—to uphold our
commitment to excellence and elevate guest satisfaction across all properties.

A detailed analysis of each of these milestones is included in later sections of this Report.

This Annual Report presents a consolidated view of the financial and operational performance of Juniper Hotels Limited and
its subsidiaries, in accordance with applicable regulatory requirements.

1. FINANCIAL HIGHLIGHTS

The Company’s financial highlights for the year ended March 31, 2025, are summarized below:

(? in Lakhs)

Particulars	Standalone for the year ended		Consolidated for the year ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Total Revenue	85,566.35	76,050.72	97,561.19	82,630.62
Earnings Before Interest, Depreciation, Taxes and Amortization (EBIDTA)	33,686.78	2,9502.84	36,806.82	3,1965.47
Finance cost	9,578.03	25,628.52	10,858.95	26,523.74
Depreciation and Amortization Expenses	8,689.39	7,985.82	10,948.94	9,116.56
Exceptional Item -Profit/(Loss)	-	-	-	-
Profit/(Loss) before tax	15,419.36	(4,111.50)	14,998.93	(3,674.83)
Less: Tax including Deferred Tax	7,391.70	(5,019.84)	7,870.08	(6,054.62)
Profit/(Loss) after Tax	8,027.66	908.34	7,128.85	2,379.79
Other Comprehensive Income/ (Loss) (net of tax)	19.25	(32.71)	12.90	(27.66)
Total Comprehensive Income/ (Loss)	8,046.91	875.63	7,141.75	2352.13

2. PERFORMANCE REVIEW OF THE
STANDALONE AND CONSOLIDATED
FINANCIAL RESULTS

During the financial year ended March 31, 2025, the total
Revenue of the Company on a Standalone basis was ''
85,566.35 Lakhs vs. '' 76,050.72 Lakhs in the previous year.
Profit /(Loss) After Tax '' 8,027.66 Lakhs vs. '' 908.34 Lakhs
in the previous year.

On a Consolidated basis, the total revenue of the
Company for the year increased to '' 9,75,61.19 Lakhs from
'' 82,630.62 Lakhs in the previous year. The Consolidated
Profit /(Loss) After Tax '' 7,128.85 Lakhs vs. '' 2,379.79 Lakhs
in the previous year.

3. BUSINESS OVERVIEW

For detailed analysis and commentary, please refer to the
MD&A section which forms part of the Annual Report.
It complements the Audited Financial Statements
by delivering management’s perspective, strategic
rationale, and forward-looking outlook—ensuring
a balanced and transparent view of the Company’s
performance and future direction.

4. CAPITAL STRUCTURE

There have been no changes to the Company’s
Authorized Share Capital during the financial year under
review.

Likewise, the Paid-Up Share Capitalremained
unchanged throughout the year.

5. SIGNIFICANT OR MATERIAL ORDERS WERE
PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS WHICH CAN IMPACT THE
GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE

During the financial year under review, no significant or
material orders were passed by any regulators, courts,
or tribunals that could impact the Company’s going
concern status or its future operations.

6. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of
the Companies Act 2013 (the “Act”) and based upon
representations from the Management, the Board states
that:

a) in the preparation of the Annual Accounts for
the year ended March 31, 2025, the applicable
accounting standards have been followed and there
are no material departures;

b) the Directors have selected accounting policies,
applied them consistently and made judgments

and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs of
the Company at the end of the Financial Year and of
the profits and losses of the Company for the year;

c) the Directors have taken proper and sufficient
care in maintaining 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;

d) the Directors have prepared the Annual Accounts of
the Company on a “going concern” basis;

e) the Directors have laid down internalfinancial
controls to be followed by the Company and such
internalfinancialcontrols are adequate and are
operating effectively and;

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

7. TRANSFER TO RESERVE

The Board of Directors has decided to retain the entire
amount of profit for FY 2024-25 appearing in the
statement of profit and loss.

8. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In line with Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, which mandates the top 1,000 listed companies by
market capitalization to publish a Business Responsibility
and Sustainability Report (BRSR) and reaffirming its
commitment to sound corporate governance and
responsible business conduct, the Company has
prepared its BRSR for the financial year.

The BRSR outlines the Company’s key initiatives and
performance across various Environmental, Social,
and Governance (ESG) parameters, underscoring its
ongoing efforts to generate sustainable value for all
stakeholders while contributing positively to the society
and environment in which it operates.

The BRSR forms an integral part of this Annual Report.

9. CORPORATE GOVERNANCE REPORT

The Board hereby reports that the Corporate Governance
Report, along with a certificate issued by M/s. N
Kothari & Associates, Practicing Company Secretaries,
confirming compliance with the corporate governance
requirements as per SEBI (LODR) Regulations, forms an
integral part of this Annual Report.

10. MATERIAL CHANGES, IF ANY AFFECTING
THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR TILL THE DATE
OF THE REPORT

There have been no material changes or commitments
affecting the financial position of the Company from the
close of the financial year ended March 31, 2025, up to
the date of this Report.

11. DIVIDEND

The Board of Directors has decided not to declare any
dividend for the Financial Year ended March 31, 2025.
The directors wish to allocate the year’s earnings toward
reinvestment in the business, aimed at supporting
strategic growth, operational expansion, and accretive
acquisitions.

However, Company has adopted the Dividend
Distribution Policy of the Company pursuant to
Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as
amended from time to time, (“Listing Regulations”),
which is available on the Company’s website at https://
juniperhotels.com/wp-content/uploads/2024/04/
Dividend-Distribution-Policy.pdf

12. CHANGE IN THE NATURE OF BUSINESS
ACTIVITIES

During the year under review, there was no change in
the nature of the Company’s business.

13. MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2024-25, the Board of Directors
met 7 (Seven) times. The details of the meetings held
have been given in the Corporate Governance Report
included within this Annual Report. The gap between
two board meetings was within the time prescribed
under the Act and SEBI Listing Regulations.

14. BOARD COMMITTEES

In terms of the requirements of the SEBI Listing
Regulations, the Board has constituted Audit
Committee, Stakeholders’ Relationship Committee,
Nomination & Remuneration Committee, Corporate
Social Responsibility Committee and Risk Management
Committee. Details of each of these committees outlining
their composition, terms of reference and meetings held
during FY 2025, are outlined in the Corporate Governance
Report forming part of this Report.

During FY2025, recommendations made by the
Committees to the Board of Directors were accepted by
the Board, after due deliberation.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Board of Directors

As of March 31, 2025, the Board comprises the following distinguished individuals:

Sr. No.	DIN	Name of the Directors	Designation
1.	00339772	firun Kumar Saraf	Chairman and Managing Director
2.	00468895	namita Saraf	non- Executive Director
3.	08262295	David Peters	non- Executive Director
4.	10059779	ELton Wong	non- Executive Director
5.	00013580	PaLLavi Shroff	Independent Director
6.	06651255	Rajiv KauL	Independent Director
7.	07430460	Sunil Mehta	Independent Director
8.	00339628	fivaLi Srinivasan	Independent Director

During the year under review the following changes have taken place:

• In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of the Articles of
Association of the Company, Mr. David Peters (DIN: 08262295) retired by rotation at the Thirty Eighth (38th) AGM held
on September 19, 2024, and being eligible, offered himself for re-appointment.

• Based on the recommendation of Nomination and Remuneration Committee and pursuant to the approval of
members, Mr. Avali Srinivasan (DIN: 00339628) was re-appointed as independent director of the Company for second
term of 1 year commencing from September 20, 2024 to September 19, 2025, and that he shall not be liable to retire
by rotation.

• In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of the Articles of Association
of the Company, Mrs. Namita Saraf (DIN: 00468895), Non-Executive and Non-Independent Director of the Company,

retires by rotation at the forthcoming AGM and
being eligible, offers herself for re-appointment.
The details of Mrs. Namita Saraf are furnished in the
Notice of the AGM. The Board recommends her re¬
appointment for the consideration of the Members
of the Company at the forthcoming AGM.

• Mr. Rajiv Kaul (DIN: 06651255) was appointed as Non¬
Executive Independent Director of the Company
by the members at their Extra-Ordinary General
Meeting held on September 21, 2023, for a period
of two (2) consecutive years and is eligible for re¬
appointment for a second term on the Board of
the Company. Board of Directors at their meeting
held on August 12, 2025, has approved the re¬
appointment of Mr. Rajiv Kaulas Non-Executive
Independent Director for a second term of four (4)
years commencing from September 20, 2025, to
September 19, 2029, subject to the approval of the
members at the forthcoming AGM.

b. Key Managerial Personnels (“KMPs”)

In terms of Section 203 of the Companies Act, 2013, the
KMPs of the Company during the year under review are
as follows:

Sr. No.	Name of the KMPs	Designation
1.	Varun Saraf	Chief Executive Officer
2.	Tarun JaitLy	Chief Financial Officer
3.	Sandeep Joshi	VP - Finance & Accounts, Company Secretary and CompLiance Officer
4.	fimit Saraf	President
5.	P J Mammen	Chief Operating Officer

There were no changes in the Key Managerial Personnels
(KMPs) of the Company during the financial year.

16. DECLARATION BY INDEPENDENT
DIRECTORS

In terms of Regulation 25(8) of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (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
with an objective independent judgement and without
any externalinfluence. Based upon the declarations
received from the independent Directors, the Board of
Directors has 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 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. Further in terms of Section 150 read with
Rule 6 of the Companies (Appointment & Qualification
of Directors) Rules, 2014, as amended, the Independent
Directors of the Company have registered their names in
the data bank of Independent Directors maintained with
the Indian Institute of Corporate Affairs.

17. CORPORATE SOCIAL RESPONSIBILITY

The Company was not mandated to allocate CSR
budget for the year 2024-25 due to the average net
loss of last three preceding financial years. Accordingly,
the company was not required to undertake any CSR
activities during the year under review in accordance
with Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility) Rules, 2014
and the Companies (Corporate Social Responsibility
Policy) Amendment Rules, 2021. Further the Company’s
Corporate Social Responsibility (CSR) Policy formulated in
accordance with Section 135 of the Companies Act, 2013
read with Companies (Corporate Social Responsibility)
Rules, 2014 and the Companies (Corporate Social
Responsibility Policy) Amendment Rules, 2021 can be
accessed on the Company’s Website at the following
https://iuniperhotels.com/wp-content/uploads/2023/09/
CSR-Policy.pdf

18. COMPANY’S POLICY ON DIRECTORS’
APPOINTMENT AND REMUNERATION AND
SENIOR MANAGEMENT PERSONNELS’
APPOINTMENT AND REMUNERATION

The Company’s Policy on Directors Appointment and
Remuneration (“Directors Appointment Policy”) and
Senior Management & Key Managerial Personnel
Appointment and Remuneration Policy (“Senior
Management Policy”) formulated in accordance with
Section 178 of the Act read with the Regulation 19(4) of the
Listing Regulations can be accessed on the Company’s
website at the following links: https://juniperhotels.
com/wp-content/uploads/2024/04/Nomination-and-
Remuneration-Policy-1.pdf ; and https://juniperhotels.
com/wp-content/uploads/2023/09/Code-of-Conduct-for-
Board-of-Directors-and-Senior-Management.pdf

19. PARTICULARS OF ENERGY CONSERVATION,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

Information as per Section 134(3)(m) of the Act read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 relating

to conservation of energy, technology absorption, foreign
exchange earnings and outgo is given in Annexure I to
this Report.

20. AUDITORS

A. STATUTORY AUDITORS

Pursuant to Section 139 of the Act, M/s. S R B C & CO LLP,
Chartered Accountants, Mumbai having Registration No.
324982E/E300003 were appointed as Statutory Auditors
of the Company for a period of five consecutive years at
the annual general meeting of the members held on
August 10, 2021 to hold office from the conclusion of the
that Annual General Meeting until the conclusion of the
fortieth Annual General Meeting of the Company to be
held in 2026 on a remuneration to be mutually agreed by
the Board of Directors and the Statutory Auditors.

The Statutory Auditors’ Report issued by M/s. SR B C
& CO LLP, Chartered Accountants for the year under
review does not contain any qualifications, reservations
or adverse remarks. The Notes to the Accounts referred
to in the Auditors’ Report are self-explanatory and
therefore do not call for any further clarifications under
Section 134(3)(f) of the Act.

Further, pursuant to Section 143(12) of the Act, the
Statutory Auditors of the Company have not reported
any instances of frauds committed in the Company by
its officers or employees.

The Report of the Statutory Auditors along with its
Annexures forms a part of this AnnualReport. The
Auditors’ Report to the Members for the year under
review was issued with an unmodified opinion.

B. SECRETARIAL AUDITORS

The Secretarial Audit Report issued M/s. N Kothari &
Associates, Practicing Company Secretaries for FY25 is
annexed as Annexure II to this Report. The Secretarial
Auditor’s Report to the Members does not contain any
qualification or reservation which has any material
adverse effect on the functioning of the Company.

Pursuant to Regulation 24A(1) of the SEBI Listing
Regulations, the secretarial audit report of Chartered
Hotels Private Limited, the Company’s material unlisted
subsidiary for FY 2024-25, is annexed to this report as
Annexure III.

Pursuant to the provisions of Regulation 24A & other
applicable provisions of the SEBI Listing Regulations and
Section 204 of the Companies Act, 2013, read with Rule 9
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Audit Committee
and the Board of Directors at their respective meetings
held on May 28, 2025 have approved & recommended for
approval of Members, appointment of M/s. N Kothari &
Associates, Company Secretaries (Membership Number:

F10365, CP No. 13507) as Secretarial Auditor for a term of
upto 5 (Five) consecutive years, to hold office from April
1, 2025 up to March 31, 2030.

A detailed proposal for appointment of Secretarial
auditor forms part of the Notice convening this AGM.

21. SECRETARIAL STANDARDS

Your director''s state that the Company has complied
with the Secretarial Standards issued by the Institute of
Company Secretaries of India on Meetings of the Board
of Directors (SS-1) and General Meetings (SS-2).

22. RELATED PARTY TRANSACTIONS

All contracts, arrangements, and transactions entered
into by the Company with related parties during the
financial year were in the ordinary course of business
and conducted at arm’s length. These transactions were
in compliance with the applicable provisions of the
Companies Act, 2013 and the rules framed thereunder.

There were no materially significant related party
transactions with the Company’s promoters, Directors,
Key Managerial Personnel, or other related parties that
could have a potential conflict with the interests of the
Company at large.

In accordance with Section 134 of the Companies Act,
2013, read with Rule 8(2) of the Companies (Accounts)
Rules, 2014, the particulars of material contracts or
arrangements with related parties entered on an
arm’s length basis are disclosed in Form AOC-2, which
forms an integral part of this Report and is annexed as
Annexure IV.

All related party transactions were reviewed and
approved by the Audit Committee. Prior omnibus
approvals were obtained for transactions that are
repetitive or unforeseen in nature, to ensure compliance
and proper oversight.

Further details of related party transactions are provided
in the notes to the Standalone and Consolidated
Financial Statements, which form part of this Annual
Report.

The Policy on Related Party Transactions approved by
the Board can be accessed on the Company’s website at
the following link https://juniperhotels.com/wp-content/
uploads/2024/04/Policy-on-Materiality-of-RPT-and-
dealing-with-RPTs.pdf.

23. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013
and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the
Company in Form MGT-7 for the year ended March
31, 2025 shall be made available on the website of the
Company i.e. www.juniperhotels.com.

24. PARTICULARS OF LOANS GIVEN,
INVESTMENTS MADE, GUARANTEE GIVEN
AND SECURITIES PROVIDED

The Company falls within the scope of the definition
‘infrastructure company’ as provided by the Act.
Accordingly, the Company is exempt from the
provisions of Section 186 of the Act with regards to
Loans, Guarantees, Securities provided and Investments.
Therefore, no details are provided.

However, details of investments made and/or loans or
guarantees given and/or security provided, if any, are
given in the notes to the Standalone and Consolidated
financial statements which form part of the Integrated
Annual Report.

25. DEPOSITS FROM PUBLIC

Pursuant to Section 73 of the Companies Act, 2013,
read with the Companies (Acceptance of Deposits)
Rules, 2014, the Board confirms that the Company has
not accepted any deposits from the public during the
financial year under review. Accordingly, there were no
outstanding amounts of principal or interest in respect
of public deposits as on the date of the Balance Sheet.

26. VIGIL MECHNISM / WHISTLE BLOWER
POLICY

Company has in place the Vigil Mechanism and Whistle
Blower Policy which provides mechanism to its directors,
employees and other stakeholders to raise concerns
about any wrongdoing in the Company and provide
for adequate safeguards against victimization of the
persons who avail this mechanism.

Company has in place the whistle blower policy of the
which has been displayed on the Company’s website at:
https://iuniperhotels.com/wp-content/uploads/2023/09/
Whistle-Blower-Policy.pdf

27. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company
and its subsidiaries for the financial year 2024-25 have
been prepared in accordance with the provisions of the
Companies Act, 2013 (“the Act”), Regulation 33 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and the applicable Indian Accounting
Standards (Ind AS) as notified under the Companies
(Indian Accounting Standards) Rules, 2015. The audited
consolidated financial statements, together with the
Independent Auditor’s Report thereon, form part of this
Annual Report.

28. SUBSIDIARY/ASSOCIATE/JOINT VENTURE
COMPANIES

As on March 31, 2025, the Company has three (3)
subsidiaries, as briefed below as on the date of this
Report. There has been no material change in the nature
of the business of the subsidiaries within the meaning of
Section 2 (87) of the Companies Act, 2013.

- Mahima Holding Private Limited (“MHPL”) is a

wholly owned subsidiary of your Company, holds
certain parcels of land and is not currently engaged
in any business activity which had insignificant or no
operations during the year under review.

- Chartered Hotels Private Limited (“CHPL”) is also a
wholly owned subsidiary of your Company currently
engaged in the business of purchasing, developing,
operating, maintaining, or otherwise dealing in
resorts, hotels and providing other related services.
Company currently operates its business in Raipur
and Lucknow.

- Jenipro Hotels Private Limited (“Jenipro”) is a

wholly owned subsidiary of your Company, pursuant
to Share Purchase Agreement (“SPA”) dated March
18, 2025, your Company has acquired 100% shares of
Jenipro. Jenipro is currently engaged in hospitality
and catering business, including the acquisition,
development, and management of hotels, motels,
and related services.

In accordance with Regulation 16 read with the
Regulation 24 of the Listing Regulations, CHPL, unlisted
subsidiary of the Company has been identified as
“material subsidiary” for the Financial Year 2024-25 (based
on Income/Net worth in the preceding accounting year).

In line with the requirements of Regulation 16(1)(c) of the
SEBI Listing Regulations, the Company has a policy on
identification of material subsidiaries, which is available
on the Company’s website https://juniperhotels.com/
wp-content/uploads/2024/04/Policy-for-determining-
Material-Subsidiary-1.pdf

There are no associates or joint venture companies
within the meaning of Section 2(6) of the Companies Act,
2013 (“Act”).

In accordance with Section 129(3) of the Companies
Act, 2013, a statement containing salient features of
the financial statements of the subsidiary companies
in Form AOC-1 are provided in Annexure V of this
Integrated Annual Report. The statement provides
details of performance and financial position of each of
the subsidiary.

Pursuant to the requirements of Section 136 of the
Act, the Standalone and Consolidated financial
statements along with relevant documents and audited
financialstatements of the subsidiaries are hosted
on the Company’s website https://juniperhotels.com/
disclosures-under-regulation-46-of-sebi/

29. INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY

The Company has established an Internal Control
System in accordance with Section 134(5)(e) of the
Companies Act, 2013, commensurate with the size, scale,
and complexity of its operations. The Audit Committee,
comprising professionally qualified Directors with a
majority being Independent Directors, regularly engages
with the Statutory Auditors, Internal Auditors, and the
management to discharge its responsibilities effectively.

The Company maintains a robust and comprehensive
internal control system to ensure that all transactions
are properly authorized, accurately recorded, and
appropriately reported. These controls also safeguard
the Company’s assets against unauthorized use or
disposition. In addition to financial controls, operational
and fraud risk controls are implemented across all
functional areas, covering the full scope of internal
financial controls as defined under the Act.

An extensive program of internal audits and
management reviews supplements the Company’s
internalfinancialcontrolframework. Documented
policies, guidelines, and standard operating procedures
support the effective implementation and management
of these controls.

The internal financial control framework is designed to
ensure the reliability of financial and operational records,
thereby facilitating the preparation of accurate financial
statements and disclosures. Key risks and corresponding
controls across allrelevant financialprocesses have
been identified and documented. These controls are
periodically tested by internal teams, and independently
assessed by the Internal Auditors to validate their
effectiveness.

The Internal Auditor reports directly to the Chairperson
of the Audit Committee, ensuring independence and
objectivity. The Audit Committee defines the scope
and authority of the Internal Audit function, which is
responsible for monitoring and evaluating the adequacy
and effectiveness of internal controls, compliance with
established procedures, and adherence to accounting
policies across the Company and its subsidiaries. Based
on Internal Audit findings, process owners implement

necessary corrective actions to strengthen internal
controls further. Significant audit observations, along
with remediation measures, are regularly presented to
the Audit Committee.

The Statutory Auditors’ Report includes a separate
opinion on the adequacy and operating effectiveness of
internal financial controls over financial reporting.

Based on the reviews conducted and reports submitted,
it is evident that the Company has an adequate and
effective Internal Financial Control system in place,
appropriate to the nature and scale of its business
operations. No material weakness was observed during
the financial year FY2025.

30. BOARD EVALUATION

The Company has implemented a Board Evaluation
Policy to assess the performance of the Chairperson,
individual Directors, Board Committees, and the Board
as a whole.

As part of this process, a separate meeting of
Independent Directors was held on March 26, 2025,
to review the performance of Non-Independent
Directors, the Chairperson, the Board collectively, and its
committees. This meeting was conducted without the
presence of Non-Independent Directors or members of
the management. During this session, the Independent
Directors also evaluated the quality, quantity, and
timeliness of information provided to the Board to
ensure it is adequate for effective decision-making.

Based on the insights gained from this evaluation, the
Board will continue to refine its procedures, processes,
and overall effectiveness, including the contribution of
individual Directors, in the Financial Year 2024-25. These
efforts are aimed at upholding the highest standards of
Corporate Governance.

31. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the provisions of Regulation 34(2)(e) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and
Analysis Report for the year under review is presented
in a separate section and forms an integral part of this
Annual Report.

32. COST RECORDS AND AUDIT

The maintenance of cost records and the requirement
of cost audit, as prescribed under Section 148 of the
Companies Act, 2013, are not applicable to the business
activities carried out by the Company during the financial
year.

33. DISCLOSURES PERTAINING TO THE

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

Your Company is firmly committed to providing a safe,
respectful, and conducive working environment for all
women employees. In line with this commitment, the
Company has established a comprehensive policy for
the prevention and prohibition of sexual harassment at
the workplace.

This policy outlines measures to prevent and prohibit any
acts of sexual harassment against women employees
and sets forth the procedure for timely and effective
redressal of complaints, if any, related to such incidents.

In compliance with Section 4 of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has constituted an
Internal Complaint Committee (ICC) entrusted with
the responsibility to receive, investigate, and resolve
complaints of sexual harassment in a confidential and
impartial manner.

Status of Complaints as on March 31, 2025:

Sr. No.	Particulars	Number of Complaints
1	Number of Sexual Harassment Complaints filed during the financial year	Nil
2	Number of Sexual Harassment Complaints disposed of during the financial year	Nil
3	Number of Sexual Harassment Complaints pending beyond 90 days	Nil

34. PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration and other details as
mandated under Section 197(12) of the Companies Act,
2013, read with Rules 5(1), 5(2), and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, form part of this
Report and are annexed hereto as Annexure VI.

Number of employees as on the closure of financial year:

Partic^acs No. of Employees

mate 1413

Female 300

Transgender 0

35. RISK MANAGEMENT

The Company remains firmly committed to a robust
risk management framework, recognizing it as a critical

enabler of sustainable growth and long-term value
creation. A proactive and structured approach is adopted
to identify, assess, and manage potential risks across all
areas of operations.

Our risk management strategy encompasses periodic
risk assessments, implementation of effective mitigation
controls, and a well-defined reporting and escalation
mechanism. Key business risks, along with their
mitigation plans, are integrated into the Company’s
annual business planning process and are regularly
reviewed as part of ongoing management oversight.

To further strengthen this framework, the Board
of Directors has constituted a dedicated Risk
Management Committee in compliance with the SEBI
Listing Regulations. This Committee is responsible for
monitoring the overall risk management system and
ensuring the implementation of appropriate measures
to address and mitigate identified risks effectively.

The Company has a policy on Risk Management, which is
available on the Company’s website https://juniperhotels.
com/wp-content/uploads/2024/04/Risk-Management-
Policy.pdf

36. OTHER DISCLOSURES

The Board of Directors hereby states that no disclosure or
reporting is required in respect of the following matters,
as there were no transactions or activities pertaining to
these during the Financial Year 2024-25:

a) No equity shares with differentialrights as to
dividend, voting or otherwise were issued during the
year.

b) The Company has not issued any shares, including
sweat equity shares or shares under any Employee
Stock Option Scheme (ESOP), to its employees.

c) There were no instances wherein voting rights were
exercised by employees indirectly through any trust
or otherwise.

d) The Statutory Auditor has not reported any instances
of fraud under Section 143(12) of the Companies Act,
2013 in their Audit Report for the financial year 2024¬
25; accordingly, the disclosure under Section 134(3)
(ca) is not applicable.

e) No proceedings were initiated or pending under
the Insolvency and Bankruptcy Code, 2016 during
the year, and there were no instances of one-time
settlement with any bank or financial institution.

f) The Company is in compliance with all applicable
provisions of the Maternity Benefit Act, 1961.

37. ACKNOWLEDGEMENT

The Board of Directors expresses its sincere gratitude to the Company’s customers, vendors, investors, bankers, financial
institutions, academic partners, regulatory authorities, stock exchanges, and all other stakeholders for their continued
support and cooperation throughout the year.

The Directors also acknowledge the valuable support extended by the Government of India, various state governments,
overseas governments, their respective agencies, and other regulatory bodies.

The Board further places on record its deep appreciation for the dedication, professionalism, and collaborative spirit
demonstrated by the employees of the Company, whose efforts have been instrumental in driving its performance and
growth.

For and on behalf of the Board of Directors
Juniper Hotels Limited

Sd/-

Place: Mumbai Mr. Arun Kumar Saraf

Date: August 12, 2025 Chairman and Managing Director

DIN: 00339772

---

Mar 31, 2024

The Board presents the Thirty Eighth (38th) Annual Report together with the Audited Financial Statements and the Auditor''s Report for the Financial Year Ended March 31, 2024 This being the first report following the Initial Public Offering (IPO) and listing on the Stock Exchanges, the Board extends a warm welcome to all our public shareholders and looks forward to your ongoing trust and support.

The year under review is a watershed year in the history of the Company. It has achieved three major milestones viz.,

i) Converted itself into a Public Limited Company.

ii) Acquired 100% stake in Chartered Hotels Private Limited which had in its fold three operating Hotels at Hampi, Raipur and Lucknow.

iii) Successfully completed an Initial Public Offering (Public Issue) to the extent of 1800 crores and reduced its debts substantially.

The details pertaining to the above milestones are given in appropriate paragraphs.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS

The Company''s financial highlights for the year ended March 31, 2024 is summarized below:

('' in Lakhs)

Particulars	Standalone For the year ended		Consolidated For the year ended
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Total Revenue	76,050.72	71,733.85	82,630.62	71,728.82
Earnings Before Interest, Depreciation, Taxes and Amortization (EBIDTA)	2,9502.84	3,2242.00	3,1965.47	3,2236.14
Finance cost	25,628.52	26,635.97	26,523.74	26,635.99
Depreciation and Amortization Expenses	7,985.82	8,152.07	9,116.56	8,152.07
Exceptional Item -Profit/(Loss)	-	-	-	-
Profit/(Loss) before tax	(4,111.50)	(2,546.03)	(3,674.83)	(2,551.92)
Less: Tax including Deferred Tax	(5,019.84)	(2,386.79)	(6,054.62)	(2,402.16)
Profit/(Loss) after Tax	908.34	(159.25)	2,379.79	(149.76)
Other Comprehensive Income/ (Loss) (Net of tax)	(32.71)	(36.28)	(27.66)	(36.28)
Total Comprehensive Income/ (Loss)	875.63	(195.53)	2,352.13	(186.04)

PERFORMANCE REVIEW OF THE STANDALONE AND COSOLIDATED FINANCIAL RESULTS

During the financial year ended March 31, 2024, the total revenue of the Company on a Standalone basis was '' 76,050.72 Lakhs vs. '' 71,733.85 Lakhs in the previous year. Profit /(Loss) After Tax '' 908.34 Lakhs vs. '' (159.25) Lakhs in the previous year.

On a Consolidated basis, the total revenue of the Company for the year increased to '' 82,630.62 Lakhs from '' 71,728.82 Lakhs in the previous year. The Consolidated Profit /(Loss) After Tax '' 2,379.79 Lakhs vs. '' (149.76) Lakhs in the previous year.

BUSINESS OVERVIEW

An analysis of the business and financial results is provided in the Management Discussion and Analysis section, which is included in the Annual Report.

CAPITAL STRUCTURE:

Authorized Share Capital

During the year under review, the Authorized Share Capital of the Company was increased from '' 1,90,00,00,000/- (Rupees One Hundred and Ninety Crore Only) divided into 19,00,00,000 (Nineteen Crore) Equity Shares of '' 10/- (Rupees Ten Only)

each to '' 3,00,00,00,000/- (Rupees Three Hundred Crore Only) divided into 30,00,00,000 (Thirty Crores Only) Equity Shares of '' 10/- (Rupees Ten Only) each as approved by the shareholders in Extraordinary General Meeting held on August 07, 2023.

Paid Up Share Capital

The paid-up share capital of the Company was increased from '' 143,70,00,000 (Rupees One Hundred Forty Three Crores and Seventy lakhs) divided into 14,37,00,000 (Fourteen Crores and Thirty Seven lakhs) shares of '' 10 (Rupees Ten Only) each to '' 222,50,23,840 (Rupees Two Hundred Twenty Two Crores Fifty Lakhs Twenty Three Thousand Eight Hundred and Forty) divided into 22,25,02,384 (Twenty Two Crores Twenty Five Lakhs Two Thousand Three Hundred and Eighty Four) shares of '' 10 (Rupees Ten Only) each on account of:

1) Allotment of 2,88,02,384 Equity Shares on September 20, 2023 to the shareholders of Chartered Hotels Private Limited (“CHPL”), i.e., Saraf Hotels Limited (52,29,381 Equity Shares), Two Seas Holdings Limited (1,44,01,192 Equity Shares) and Juniper Investments Limited (91,71,811 Equity Shares) for the acquisition of 100% of the equity share capital of CHPL pursuant to a share swap arrangement.

2) Allotment of 5,00,00,000 Equity shares on February 26, 2024 in the process of Initial Public Offer (“IPO”).

INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES OF THE COMPANY:

During the year under review, the Company has successfully completed the initial public offering of its equity shares through fresh issue of5,00,00,000 Equity Shares aggregating to '' 1,800 Crores through book building process.

On the day of listing, the stock price closed at '' 397.30 (Upper Circuit) on account of strong interest shown by the investors. The offer price range was set between 342 and 360 per equity share, while the issue was subscribed at 365 per equity share—36.5 times of its face value. This allowed your company to reduce its debt and position itself for business growth and expansion. The equity shares of your Company have been listed on the BSE Limited and the National Stock Exchange of India Limited on Wednesday, February 28, 2024.

The stock performance is provided in the Report on Corporate Governance forming part of this Report.

SIGNIFICANT OR MATERIAL ORDERS WERE PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS WHICH CAN IMPACT THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

The Company vide its Special Resolution dated August 07, 2023 has passed resolution for Conversion of Company from Private Company to Public Company. The Registrar of Companies, Mumbai approved the application, and the Company was converted into Public Company w.e.f. August 28, 2023

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 134(5) of the Companies Act 2013 (“the Act”) and based upon representations from the Management, the Board states that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;

b) the Directors have selected accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profits and losses of the Company for the year;

c) the Directors have taken proper and sufficient care in maintaining 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;

d) the Directors have prepared the Annual Accounts of the Company on a “going concern” basis;

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

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

TRANSFER TO RESERVE

The Company has not transferred any amount to the Reserves for the Financial Year ended March 31, 2024.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company, being a top thousand listed entity as per Market Capitalization and adhering to good Corporate Governance and for the amelioration of the society in which it operates, has prepared the Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective. The BRSR report forms an integral part of Annual Report.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report and certificate from M/s. N Kothari Associates, Company Secretaries confirming compliance with the conditions of corporate governance forms part of this Report.

MATERIAL CHANGES, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

There are no material changes affecting the financial position of the Company after the closure of the Financial Year 202324 till the date of this Report.

DIVIDEND

No dividend has been recommended by the Board of Directors for the year under review.

However, Company has adopted the Dividend Distribution Policy of the Company pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (“Listing Regulations”), which is available on the Company''s website at https://iuniperhotels.com/wp-content/uploads/2024/04/ Dividend-Distribution-Policy.pdf

CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

There has been no change in the nature of the Business of the Company during the year under review.

BOARD MEETINGS

During the Financial Year 2023-24, the Board of Directors met fourteen times. The details of the meetings held have been given in Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, the Members approved the following appointment and re-appointment of Directors:

Mr. Arun Kumar Saraf (DIN: 00339772), Chairman and Managing Director of the Company, whose term was expiring on February 28, 2024, has been re-appointed on February 26, 2024 for a further term of three years up to February 28, 2027 as approved by the Board and Shareholders of the Company on the basis of the recommendation of the Nomination and Remuneration Committee.

Mrs. Namita Saraf (DIN: 00468895), has been appointed as Non-Executive Non-Independent Director w.e.f. September 08, 2023 as approved by Board at their Board Meeting held on September 08, 2023 and the shareholders of the Company on September 09, 2023.

Mr. Elton Wong (DIN:10059779), has been appointed as NonExecutive Non-Independent Director w.e.f. September 08, 2023 as approved by Board at their Board Meeting held on September 08, 2023 and the shareholders of the Company on September 09, 2023.

Mrs. Pallavi Shroff (DIN: 00013580), has been appointed as Non-Executive Independent Director as approved by Board at their Board Meeting held on September 08, 2023 and the shareholders of the Company on September 09, 2023 for a period of four (4) consecutive years starting from September 08, 2023 to September 07, 2027

Mr. Sunil Mehta (DIN: 07430460), has been appointed as Non-Executive Independent Director as approved by Board at their Board Meeting held on September 20, 2023 and the shareholders of the Company on September 21, 2023 for a period of four (4) consecutive years starting from September 20, 2023 to September 19, 2027.

Mr. Rajiv Kaul (DIN: 06651255) has been appointed as NonExecutive Independent Director as approved by Board at their Board Meeting held on September 20, 2023 and the shareholders of the Company on September 21, 2023 for a period of two (2) consecutive years starting from September 20, 2023 to September 19, 2025.

Mr. Avali Srinivasan (DIN: 00339628) has been appointed as Non-Executive Independent Director as approved by Board at their Board Meeting held on September 20, 2023 and the shareholders of the Company on September 21, 2023 for a period of One (1) year starting from September 20, 2023 to September 19, 2024.

Mr. David Peters (DIN: 08262295), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Shareholder approval for his appointment/re-appointment as a director is being sought in the Notice convening the AGM.

During the Year, Mr. Tarun Jaitly has been appointed as Chief Financial Officer of the Company w.e.f. September 08, 2023 by the Board of Directors of the Company and Mr. Varun Saraf has been appointed as Chief Executive Officer of the

Company w.e.f. September 13, 2024 by the Board of Directors of the Company. Further Mr. Sandeep Joshi, Company Secretary of the Company was appointed as Compliance officer of the Company w.e.f. September 08, 2023.

During the year under review, Mr. Varun Saraf (DIN: 01074417) resigned from the position of Non-Executive Director w.e.f. September 08, 2023

During the year under review, Mr. Adam Rohman (DIN: 09330809) resigned from the position of Non-Executive Director w.e.f. June 09, 2023

In terms of Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (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 with an objective independent judgement and without any external influence. Based upon the declarations received from the independent Directors, the Board of Directors has 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. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company was not required to undertake any CSR activities during the year under review in accordance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 and the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021. Further the Company''s Corporate Social Responsibility (CSR) Policy formulated in accordance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 and the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 can be accessed on the Company''s Website at the following https://juniperhotels.com/ wp-content/uploads/2023/09/CSR-Policy.pdf

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND SENIOR MANAGEMENT PERSONNELS’ APPOINTMENT AND REMUNERATION

The Company''s Policy on Directors Appointment and Remuneration (“Directors Appointment Policy”) and Senior Management & Key Managerial Personnel Appointment and Remuneration Policy (“Senior Management Policy”) formulated in accordance with Section 178 of the Act read with the Regulation 19(4) of the Listing Regulations can be accessed on the Company''s website at the following links: https://iuniperhotels.com/wp-content/uploads/2024/04/ Nomination-and-Remuneration-Policy-1.pdf and https:// iuniperhotels.com/wp-content/uploads/2023/09/Code-of-Conduct-for-Board-of-Directors-and-Senior-Management. pdf

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to conservation of energy, technology absorption and foreign exchanges earning and outgo to the extent possible in the opinion of your Directors forms part of this Report and is annexed herewith as Annexure I.

AUDITORS

Pursuant to Section 139 of the Act, M/s. S R B C & CO LLP, Chartered Accountants, Mumbai having Registration No. 324982 E/E300003 were appointed as Statutory Auditors of the Company for a period of five consecutive years at the annual general meeting of the members held on August 10, 2021 to hold office from the conclusion of the that Annual General Meeting until the conclusion of the fortieth Annual General Meeting of the Company to be held in 2026 on a remuneration to be mutually agreed by the Board of Directors and the Statutory Auditors.

AUDITOR’S REPORT

The Statutory Auditors'' Report issued by M/s. S R B C & CO LLP, Chartered Accountants for the year under review does not contain any qualifications, reservations or adverse remarks.

Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

The Report of the Statutory Auditors along with its Annexures forms a part of this Annual Report. The Auditors'' Report to the Members for the year under review was issued with an unmodified opinion.

SECRETARIAL AUDITORS

In accordance with the provisions of Section 204 of the Companies Act, 2013 and rules made there under, M/s. N Kothari & Associates, Company Secretaries have been appointed as Secretarial Auditor of the Company to undertake the Secretarial Audit for the Financial Year 2023-24.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the Financial Year 2023-24 submitted by the Secretarial Auditors does not contain any qualification, reservation or adverse remarks except those mentioned in Secretarial Audit Report. The Secretarial Audit Report forms part of this Report and is annexed herewith as Annexure II.

Management response:

The observations contained in the Secretarial Audit Report are self explanatory and does not require our further comments.

SECRETARIAL STANDARDS

During the year under review, Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

RELATED PARTY TRANSACTIONS

The contracts, arrangements and transactions entered into by the Company during the Financial year with related parties were in the ordinary course of business and were at arm''s length. Also, all those transactions were in accordance with the provisions of the Companies Act, 2013, read with the rules issued thereunder. Members may note that there are no materially significant related party transactions made by the Company with its promoters, Directors, Key Managerial Personnel or any other designated persons which may have a potential conflict with the interest of the Company at large. Particulars of material contract or arrangements or transactions at arm''s length basis is disclosed as per the prescribed form AOC-2 forms an integral part of this Report and is annexed herewith as Annexure III.

All Related Party Transactions were placed before the Audit Committee. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of unforeseen or repetitive in nature.

Further, the details of Related Party Transactions are set out in notes to the Standalone and Consolidated Financial Statements.

The Policy on Related Party Transactions approved by the Board can be accessed on the Company''s website at the following link https://iuniperhotels.com/wp-content/uploads/2024/04/ Policv-on-Materialitv-of-RPT-and-dealing-with-RPTs.pdf.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 for the year ended March 31, 2024 shall be made available on the website of the Company i.e. www.iuniperhotels.com.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

The Company falls within the scope of the definition ‘infrastructure company'' as provided by the Act. Accordingly, the Company is exempt from the provisions of Section 186 of the Act with regards to Loans, Guarantees, Securities provided and Investments. Therefore, no details are provided. However, the particulars of loans and advances given by the Company during the financial year 2023 - 24, have been disclosed in the Audited Financial Statements of the Company.

DEPOSITS FROM PUBLIC

During the year, the Company did not accept any deposits from the general public and shareholders in terms of the provisions of Section 73 of the Act. Further, no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2024.

VIGIL MECHNISM / WHISTLE BLOWER POLICY

Company has in place the Vigil Mechanism and Whistle Blower Policy which provides mechanism to its directors, employees and other stakeholders to raise concerns about any wrongdoing in the Company and provide for adequate safeguards against victimization of the persons who avail this mechanism.

Company has in place the whistle blower policy of the which has been displayed on the Company''s website at: https:// iuniperhotels.com/wp-content/uploads/2023/09/Whistle-Blower-Policy.pdf

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries for FY 2023-24 have been prepared in accordance with the Companies Act, 2013 (‘the Act''), Regulation 33 of SEBI LODR, and the Indian Accounting Standards as notified under the Companies (Indian Accounting Standards) Rules, 2015. These audited consolidated financial statements, along with the Independent Auditor''s Report, are included in this Annual Report. In compliance with Section 129(3) of the Act, a statement summarizing the key features of the financial statements of the subsidiary companies is attached in Form AOC-1. Additionally, as per Section 136 of the Act, the financial statements of the subsidiary companies will be made available upon request by any Member of the Company or its subsidiaries. These financial statements will also be accessible for inspection by any member. Members may request this information via email at complianceofficer@iuniperhotels. com up to the date of the AGM, and it will also be available on the Company''s website: www.iuniperhotels.com.

SUBSIDIARY COMPANIES

The Company has two direct subsidiaries, as briefed below as on the date of this Report. There has been no material change in the nature of the business of the subsidiaries. within the meaning of Section 2 (87) of the Companies Act,2013.

- Mahima Holding Private Limited (“MHPL”) is a wholly owned subsidiary of your Company, holds certain parcels of land and is not currently engaged in any business activity which had insignificant or no operations during the year under review.

- Chartered Hotels Private Limited (“CHPL”) is also a wholly owned subsidiary of your Company currently engaged in the business of purchasing, developing, operating, maintaining, or otherwise dealing in resorts, hotels and providing other related services. The Board of Directors of the Company on September 13, 2023, approved the acquisition of 100% of the Equity Shares of CHPL and accordingly post completion of the transaction, CHPL has become a wholly owned subsidiary of the Company with effect from September 20, 2023.

In accordance with Regulation 16 read with the Regulation 24 of the Listing Regulations, CHPL, unlisted subsidiary of the Company has been identified as “material subsidiary” for the Financial Year 2023-24 (based on Income/Net worth in the preceding accounting year 2022-23):

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”)

Pursuant to Section 129(3) of the Companies Act,2013 (“the Act”) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement in Form AOC-1 containing salient features of the financial statements of Subsidiaries forms an integral part of this Report and is annexed herewith as Annexure IV.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

BOARD EVALUATION

The Company has a Board Evaluation Policy for evaluation of the Chairperson, individual Directors, Committees and the Board.

The process of review of Non-Independent Directors, the Chairperson, the Board as a whole and also its committees were undertaken in a separate meeting of Independent Directors without the attendance of Non-Independent Directors and members of the management. The Independent Directors also assessed the quality, quantity and timeliness of information required for the Board to perform its duties properly.

Based on the findings from the evaluation process, the Board will continue to review its procedures, processes and effectiveness of Board''s functioning, individual Director''s effectiveness and contribution to the Board''s functioning in the Financial Year 2024-25 with a view to practice the highest standards of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, has been presented in a separate section forming part of this Report.

COST RECORDS

Section 148 (1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 prescribes for maintenance of Cost records by certain class of Companies. Given the nature of services being rendered by the Company, the requirement of maintaining cost records under section 148(1) is not applicable.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to provide a safe and conducive working environment for the women employees of the Company, and accordingly, has formulated a policy on prevention, prohibition of sexual harassment of women employees at the workplace.

The policy inter alia provides for prevention, prohibition of any acts of sexual harassment of women employees at workplace and the procedure for the redressal of complaints, if any, pertaining to sexual harassment. The Company has constituted an Internal Complaint Committee in accordance with Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to hear and dispose of the cases relating to sexual harassments.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended forms part of this report and is annexed herewith as Annexure V.

RISK MANAGEMENT g

<

Our commitment to risk management is unwavering. We believe it''s the cornerstone of maximizing returns and ensuring long-term success. We take a proactive approach, constantly

m

identifying and assessing potential risks across our operations.

This comprehensive strategy includes regular risk reviews, robust mitigation controls, and a clear reporting structure.

Furthermore, key business risks and their corresponding mitigation strategies are factored into both our annual business plans and ongoing management reviews. To ensure the effectiveness of our risk management framework, the Board of Directors has established a dedicated Risk Management Committee. This committee, in accordance with SEBI Listing Regulations, oversees the entire risk management system and implements measures to effectively mitigate identified risks.

OTHER DISCLOSURES

Your directors'' state that no disclosure or reporting is required in respect of the following items as there were no transactions/ activities pertaining to these matters during F.Y. 2023-24:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares and Employees'' Stock Option) to employees of the Company under any schemes.

c) Instances with respect to voting rights not exercised directly by the employees of Company.

d) No fraud has been reported by the Auditor in their Audit Report for F.Y. 2023-24, hence the disclosure u/s 134(3)

(ca) is not applicable.

e) No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution;

ACKNOWLEDGEMENT

Your directors'' extends its sincere gratitude to all the employees, customers, vendors, investors, strategic partners for their continuous support. Your directors also appreciate the ongoing support, cooperation, and guidance received from the government, regulatory and statutory bodies, and our banking partners.

For and on behalf of the Board of Directors Juniper Hotels Limited

Sd/-

Place: Mumbai Mr. Arun Kumar Saraf

Date: August 12, 2024 Chairman and Managing Director

DIN:00339772