Directors Report of Lemon Tree Hotels Ltd.

Mar 31, 2024

The Board of Directors have pleasure in presenting the Thirty Second (32^nd) Board of Lemon Tree Hotels Limited ("LTHL or the Company") together with the Audited Standalone & Consolidated Financial Statements for the Financial Year ended 31^st March, 2024.

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

The financial performance of the Company on the basis of Standalone & Consolidated Financial Statements for the year ended 31^st March, 2024 is summarized below:

	Standalone		Consolidated
Particulars	Year ended 31^st March, 2024	Year ended 31^st March, 2023*	Year ended 31^st March, 2024	Year ended 31^st March, 2023*
Revenue from operations	35,737.50	31,050.38	1,07,112.29	87,498.95
Other income	1,141.10	63.79	563.91	357.65
Total income	36,878.60	31,114.17	1,07,676.20	87,856.60
Total Expense	16,707.20	13,815.23	54,788.10	42,742.26
Profit before finance cost, finance income, depreciation and amortization and tax (EBITDA)	20,171.40	17,298.94	52,888.10	45,114.34
Less: Finance costs	4,871.12	4,496.00	20,847.05	18,234.65
Less: Finance income	(381.72)	(364.62)	(685.24)	(517.41)
Less: Depreciation and amortization expense	2,104.82	1,999.05	11,213.10	9,660.16
Net Profit before tax and share of associate	13,577.18	11,168.51	21,513.19	17,736.94
Share of profit of associate	-	-	70.04	86.88
Profit before Tax	13,577.18	11,168.15	21,583.23	17,823.82
Tax expense:
- Current Tax	2,356.48	1,992.24	3,350.52	2,692.87
- Deferred Tax current Year	1,527.25	1,303.09	1,435.82	1,076.95
- Deferred tax asset not recognized in earlier years	-	-	(1,373.77)	-
Profit for the year	9,693.45	7,873.18	18,170.66	14,054.00
Add: Other Comprehensive Income/(loss) for the year	(8.81)	13.71	(35.96)	16.83
Total Comprehensive Income for the year	9,684.64	7,886.89	18,134.70	14,070.83
Non - controlling interest	-	-	3,311.93	2,600.37
Total Comprehensive Income for the year attributable to Equity Holders of the Parent	9,684.64	7,886.89	14,822.77	11,470.46
Earning per Equity Share (Face value of 110 each) Basic (In 1)	1.22	1.00	1.88	1.45
Diluted (In 1)	1.22	1.00	1.88	1.45

Further, key financial and operational highlights of Company are available in the management discussion and analysis report forming part of the Integrated Report.

* Figures of the last year have been restated pursuant to merger of four wholly owned subsidiaries (Direct and Indirect) with the Company i.e. Valerian Management Services Private Limited, Grey Fox Project Management Company Private Limited, PSK Resorts & Hotels Private Limited and Dandelion Hotels Private Limited.

Consolidated Financial Statement

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

Capital Structure

^Authorised Share Capital

The Authorized Share Capital of the Company is 110,14,24,00,000 consisting of 1,00,73,90,000 equity shares of 110 each, 1,95,000 5% redeemable preference shares of 1100 each and 4,90,000 preference shares of 1100 each.

*Revised pursuant to merger of four wholly owned subsidiaries (Direct and Indirect) with the Company i.e. Valerian Management Services Private Limited, Grey Fox Project Management Company Private Limited, PSK Resorts & Hotels Private Limited and Dandelion Hotels Private Limited.

Paid-up Share Capital

During the Financial Year under review, the Issued and Paid up Share Capital of the Company remained at 17,92,24,64,640/- divided into 79,22,46,464 equity shares of face value of 110/- each.

Statement of Company''s Affairs:

A. Operational Hotels and Upcoming Projects

With the launch of Lemon Tree Premier, Malad, Mumbai, Lemon Tree Hotels Limited has achieved another milestone - its 100^th property on 15^thDecember, 2023. As of 31^st March, 2024 the inventory for the group stands at 104 operational hotels with 9,858 rooms, and our pipeline comprises of 4,156 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 Report 2023-24.

B. Awards and Recognition

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

Hotelier India GM Summit & ESG Excellence Awards 2024- Western Region

â¢ Socially Responsible Hotel of the Year- Lemon Tree Premier, Mumbai

HRANI Awards - Women''s Excellence Award 2024

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

BW Hotelier Awards Hotelier Indian Hospitality Summit and Award (IHA-2023) -Winners:

â¢ Patanjali Govind Keswani, Chairman & MD -The Hall of Fame Award

â¢ Abhishek Bairagi - Lemon Tree Premier, Bhubaneswar- General Manager Upscale (East)

â¢ Monalisa Samantaray, Lemon Tree Premier, Patna - Head of HR (National)

â¢ Manish Kumar, Lemon Tree Premier, LV 2, Gurugram - Head of Housekeeping (North)

Recognitions by Great Place to Work:

â¢ Ranked 33^rd amongst Top 100 work places in India 2024

â¢ India''s Best workplace in Industry 2023

â¢ India''s Best workplace for millennials 2023

â¢ India''s Best workplace for women 2023

â¢ India''s Best workplace for Diversity, Equity, Inclusion and Belonging 2023

Award for Excellence by H&RA

â¢ Lemon Tree Hotels awarded as Best Hotel Chain CSR

Trip Advisor Traveller''s Choice Awards 2023

â¢ 72 out of 84 eligible hotels awarded Traveller''s Choice Award by Trip Advisor

â¢ Aurika Hotels & Resorts - 2

â¢ Lemon Tree Premier - 14

â¢ Lemon Tree Hotels - 37

â¢ Red Fox Hotels - 10

â¢ Keys Prima by Lemon Tree Hotels - 1

â¢ Keys Select by Lemon Tree Hotels - 8

Gold Certification by the Indian Green Building Council (I.G.B.C.)

â¢ Lemon Tree Premier, Ulsoor Lake, Bengaluru

â¢ Lemon Tree Hotel, Electronics City, Bengaluru

â¢ Lemon Tree Hotel, Gachibowli

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

As on March 31, 2024, there were ten (10) Directors on the Board of Directors (hereinafter referred to as the ''Board'') with an optimum combination of Executive and Non-Executive Directors including two women independent directors.

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

Mr. Patanjali Govind Keswani has been reappointed as Chairman and Managing Director for a further

period of three years w.e.f 1^st April, 2023 till 31^st March 2026. His reappointment has been approved by the members of the Company through a Special Resolution passed via Postal ballot on 13^th June, 2023.

Mr. Praveen Garg, Mr. Sanjiv Nandan Sahai and Ms. Smita Anand have been appointed as Independent Non-Executive Directors for a first term of five years w.e.f. 09^th November, 2023 till 8^th November, 2028. Their appointment(s) have been approved by the members of the Company through a Special Resolution(s) passed via Postal ballot on 18^th January, 2024.

In the opinion of the Board, Mr. Praveen Garg, Mr. Sanjiv Nandan Sahai and Ms. Smita Anand are persons of integrity and fulfil requisite conditions as per applicable laws and are independent of the management of the Company.

Dr. Arindam Kumar Bhattacharya ceased to be an independent director w.e.f. 10^th April, 2024 due to completion of his term. The Board places on record its appreciation for his invaluable contribution and guidance.

Ms. Jyoti Verma has been appointed as Group Company Secretary & Compliance Officer w.e.f. 21^st November, 2023

Mr. Nikhil Sethi resigned from the position of AVP Legal & Group Company Secretary & Compliance Officer with effect from 31^st October, 2023.

The details of the Director''s & KMP''s [as per Companies Act, 2013 ("Act")] of the Company as on 31^st March, 2024 are given herein below:

S. No.	Name of Directors/ KMP''s	Designation
1	Mr. Patanjali Govind Keswani	Chairman & Managing Director
2	Mr. Niten Malhan	Vice Chairman and Lead Independent Non-Executive Director
3	Dr. Arindam Kumar Bhattacharya	Non-Executive Independent Director
4	Mr. Paramartha Saikia	Non-Executive Independent Director
5	Ms. Freyan Jamshed Desai	Non-Executive Independent Director
6	Mr. Willem Albertus Hazeleger	Non-Executive Director
7	Mr. Aditya Madhav Keswani	Non-Executive Director
8	Mr. Praveen Garg	Non-Executive Independent Director
9	Mr. Sanjiv Nandan Sahai	Non-Executive Independent Director
10	Ms. Smita Anand	Non-Executive Independent Director
11	Mr. Kapil Sharma	Chief Financial Officer
12	Ms. Jyoti Verma	Group Company Secretary & Compliance Officer

In accordance with the Companies Act, 2013 and the Articles of Association of the Company, Mr. Aditya Madhav Keswani, 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 Mr. Vikramjit Singh has resigned from the position of the President of the Company to pursue an entrepreneurial role. His resignation was effective from closure of business hours of 31^st January, 2024.

Declaration by Independent Directors

All the Independent Directors have given necessary declarations in terms of Section 149 (7) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI (LODR) Regulations"), that they meet the criteria of independence as laid down under Section 149 (6) of the Act along with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI (LODR) Regulations.

Committees of the Board

As on 31^st March, 2024, your Board has following mandatory Committees:

â¢ Audit Committee;

â¢ Nomination and Remuneration Committee;

â¢ Corporate Social Responsibility Committee;

â¢ Stakeholder''s Relationship Committee; and

â¢ 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;

(d) Sustainability Committee.

Board Meetings held during the year

During the Financial Year under review, the Board met 5 (Five) 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 NonIndependent Non-Executives Directors, Chairman and Board as a body at a separate meeting of Independent Non-Executives Directors held on 28^th May, 2024.

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 on 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.

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.

Name of the policy	Web link
Code of Conduct and	httDs://www.lemontreehotels.com/
Vigil Mechanism/	factsheet/Code of Conduct and
Whistle Blower Policy	Viail Mechanism.pdf
Risk Management	https://www.lemontreehotels.
Policy	com/factsheet/Policies/Risk Management Policy.pdf
Nomination and	https://www.lemontreehotels.com/
Remuneration Policy	factsheet/Policies/Nomination and
Remuneration Policy	Remuneration Policy.pdf
Corporate Social	https://www.lemontreehotels.
Responsibility ("CSR")	com/factsheet/Policies/Coraorate
Policy	Social Responsibility Policy.pdf
Dividend Distribution	https://www.lemontreehotels.
Policy	com/factsheet/Policies/Dividend
Policy	Distribution Policy.pdf
Policy on Appointment	https://www.lemontreehotels.com/
and Rotation of	factsheet/Policies/Rotation of
Statutory Auditors	Auditors Policy.pdf
Policy on Board	https://www.lemontreehotels.com/
Diversity	factsheet/Policies/Policy on Board
Diversity	Diversity.pdf
Policy on related party	https://www.lemontreehotels.com/
transaction	factsheet/Policies/Related Party
	Transaction Policy.pdf?
Policy for	https://www.lemontreehotels.com/
determination of	factsheet/Policies/Determination
material subsidiary	of Material Subsidiary Policy.pdf?
Policy for	https://www.lemontreehotels.com/
determination of	factsheet/Policies/Determination
materiality of events	of Materiality of Events and %20
and information	Information Policy (Feb 2024).pdf?

Further, during the year under review following policies have been amended to align the same with the recent amendments in SEBI (LODR) Regulations.

1. Policy on Related Party Transactions

2. Policy for determination of material subsidiary

3. Policy for determination of materiality of events & Information

The amended policies have been uploaded on the Company''s website and can be accessed at website of the Company i.e https://investors.lemontreehotels.com/.

Report on Corporate Social Responsibility ("CSR") Activities

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 31^st March, 2024, the Company has Thirteen (13) direct subsidiaries; Seven (7) indirect subsidiaries and Three (3) associate companies as under:

Direct Subsidiaries	Indirect Subsidiaries
Fleur Hotels Private Limited	Berggruen Hotels Private Limited
Carnation Hotels Private	Bandhav Resorts Private
Limited	Limited

Direct Subsidiaries	Indirect Subsidiaries
Totally Foxed Solutions Private Limited	Celsia Hotels Private Limited
Canary Hotels Private Limited	Inovoa Hotels and Resorts Limited
Sukhsagar Complexes Private Limited	Iora Hotels Private Limited
Oriole Dr. Fresh Hotels Private	Ophrys Hotels Private
Limited	Limited
Lemon Tree Hotel Company	Hyacinth Hotels Private
Private Limited	Limited
Red Fox Hotel Company Private Limited
Hamstede Living Private Limited
Madder Stays Private Limited	Associate(s)
Arum Hotels Private Limited Mind Leaders Learning India (formerly Jessamine Stays Private Limited
Private Limited)
Nettle Hotels Private Limited Pelican Facilities (formerly Poplar Homestead Management Private Limited
Holdings Private Limited) ^Manakin Resorts Private	Glendale Marketing Services
Limited	Private Limited

During the Financial Year under review, four (4), wholly owned subsidiaries of the Company i.e Valerian Management Services Private Limited, Grey Fox Project Management Company Private Limited, PSK Resorts & Hotels Private Limited and Dandelion Hotels Private Limited have been merged with the Company pursuant to order of Hon''ble NCLT dated 14^th December, 2023.

* Manakin Resorts Private Limited, wholly owned subsidiary of PSK Resorts & Hotels Private Limited, became direct subsidiary of the company pursuant to above merger.

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

Company has acquired 31,67,200 Compulsorily Convertible Preference Shares ("CCPS") (22,00,000 in Financial Year 2023 and 9,67,200 in Financial Year 2024) of Fleur Hotels Private Limited (herein after as "Fleur") from the APG Strategic Real Estate Pool N.V. Further, the aforesaid CCPS were converted into equity shares during the period. As on date the percentage holding of the Company in Fleur is 58.91%.

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.

Scheme Of Arrangement of Wholly Owned Subsidiaries of the Company

The order for the Scheme of Amalgamation ("Scheme") of wholly owned subsidiaries (Direct and Indirect) of the Company viz. Valerian Management Services Private Limited ("Transferor Company No. 1"), Grey Fox Project Management Company Private Limited ("Transferor Company No. 2"), PSK Resorts & Hotels Private Limited ("Transferor Company No. 3") and Dandelion Hotels Private Limited ("Transferor Company No. 4") with Lemon Tree Hotels Limited ("Transferee Company") has been approved by the Hon''ble National Company Law Tribunal, Delhi vide its order dated December 14, 2023. The Scheme became effective upon filing of certified true copy of the Order with the Registrar of Companies, NCT of Delhi & Haryana filed on January 19^th, 2024. On effective date, Transferor Company(ies) have been amalgamated with the Transferee Company w.e.f April 1, 2022 (Appointed date of Scheme). Consequent to the merger, the Authorised Share Capital of the Company stands altered, modified, reclassified and amended from 1,00,14,40,000 equity shares of 110 each and 1,45,000 5% redeemable cumulative preference shares of 1100 each to 110,14,24,00,000 consisting of 1,00,73,90,000 equity shares of 110 each, 1,95,000 5% redeemable preference shares of 1100 each and 4,90,000 preference shares of 1100 each and consequently Memorandum of Associations has been Amended to incorporate the same.

Further, pursuant to the merger, shareholding held by M/s Dandelion Hotels Private Limited ("Transferor Company No. 4") in M/s Fleur Hotels Private Limited stands transferred in the name of the Company.

Management Reports

Management Discussion and Analysis Report

The management discussion and analysis report on Company''s performance-industry trend and other material changes wi th respect to the Company, its subsidiaries, associates, wherever applicable, has been given separately and forms part of the Integrated 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 12^th July, 2023, from FY 2023-24, the top 1000 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 500 category, the

BRSR under updated format for FY 2023-24 forms part of this Report as ''Annexure-10''.

Integrated Report

The Company has voluntarily adopted Integrated Report during the Financial Year 2021-22. This integrated report for the Financial Year 2023-24 is prepared in alignment with the Integrated Reporting framework laid down by the International Integrated Reporting Council and aims at presenting the value creation approach for our stakeholders.

Corporate Governance

The Company has adopted good governance practices and committed to maintain high standards of corporate ethics, professionalism and transparency. The Company has adopted polices in line with the good corporate governance requirements which inter alia includes policy on Related Party Transactions, policy on Material Subsidiary, policy for Material Information and Events, Corporate Social Responsibility Policy, Dividend Distribution Policy, Whistle Blower Policy and a Policy on Board Diversity. These policies are available in the ''Investor Relations'' section at the Company''s website at 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 135,277.55 Lakhs in the previous year to 129,901.69 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, 2,38,400 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 2023-24

Sr. ESOP

No. ^Description_Scheme

a) Options Granted -

b) Options vested

c) Options Exercised* -

d) Total Number of Shares arising as a result of -

exercise of option

e) Options lapsed* N.A

f) The exercise price (On weighted average -

basis)**

g) Variation of terms of options N.A

h) Money realized by exercise of options (if N.A

scheme is implemented directly by the

Company)

i) Total number of options in force -

j) Employee wise details for options granted to:-

(i) Key managerial Personnel:

a) Mr. Kapil Sharma N.A

(Chief Financial Officer)

b) Ms. Jyoti Verma (Group Company N.A

Secretary & Compliance Officer)

(w.e.f. 21^st November, 2023)

c) Mr. Nikhil Sethi (AVP Legal & Group N.A Company Secretary)

(w.e.f. up to 31^st October, 2023)

(ii) any other employee who received a N.A

grant of options in any one year of option amounting to five percent or more of

options granted during that year

(iii) identified employees who were granted N.A

option, during any one year, equal to

or exceeding one percent of the issued capital (Excluding outstanding warrants and conversions) of the Company at the _time of grant_

* 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.

Name of the Company	Maximum Loan Outstanding during the year 2024	As at 31^st March, 2024	Maximum Loan Outstanding during the year 2023	As at 31^st March, 2023
Canary Hotels Private Limited	243.91	243.91	166.91	46.91
Oriole Dr. Fresh Hotels Private Limited	427.00	67.01	290.56	102.77
Sukhsagar Complexes Private Limited	733.00	180.00	1,020.00	415.00
Red Fox Hotel Company Private Limited	2.11	2.11	2.11	2.11
Lemon Tree Hotel Company Private Limited	2.00	2.00	2.00	2.00
Totally Foxed Solutions Private Limited	2,796.69	2,796.69	435.00	435.00
Nettle Hotels Private Limited (formerly Known as Poplar Homestead Holding Private Limited)	1.50	1.50	-	-
Madder Stays Private Limited	1.50	1.50	-	-
Arum Hotels Private Limited (formerly known as Jessamine Stays Private Limited)	1.50	1.50	-	-
*Manakin Resorts Pvt. Ltd.	140.28	-	-	-

*Maximum Loan outstanding during the year for the Loan taken by Grey Fox Project Management Company Private Limited, which is now merged with the Company.

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.

Reporting of Fraud by Employee of the Company

During the year under review following incidences of Fraud by employees and vendor of the Company have been reported by Statutory Auditors to the Audit Committee but not reported to the Central Government as amount was less than the minimum prescribed amount under section 143(12) of the Companies Act, 2013. These were duly informed to the Audit Committee and Board of Directors and upon their recommendation detailed investigation has been done and corrective actions has been taken. The same were brought to the knowledge of Auditors as well.

(a) Nature of Fraud with description:-Misappropriation of funds by two employees of the Company along with 1 vendor

(b) Approximate Amount involved:- 132.74 Lakhs

(d) Remedial actions taken:- Appropriate Legal action has been taken against the employees indulged in committing misappropriation of funds. Company has further strengthened its internal financial controls to mitigate such incidences in future.

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 had been followed with proper explanation relating to material departures;

(ii) t hey 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 31^st March, 2024 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 up to 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 31^st March, 2024 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 2023-24 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 reappointed M/s DPV & Associates LLP, Practicing Company Secretaries (FRN: L2021DE009500) to conduct the Secretarial Audit for the Financial Year 2024-25 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 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 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.

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/ 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 details 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.

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 2024 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-Annual-Return-2024.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 2023-24 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:

S. No.	Particulars	Year Ended 31^st March, 2024	Year Ended 31^st March, 2023
1.	Earning in Foreign Currency	1,559.19	1,722.59
2.	Outgo in Foreign Currency
	- Value of Capital Goods Imported on CIF basis
	- Commission/ Advertisement and business promotion	101.51	138.72

Dividend on Equity Shares

The Company does not propose any dividend on the shares of the Company for the Financial Year ended on 31^st March, 2024.

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

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 along with 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 2023-24 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 Lemon Tree Hotels Limited

Sd/-

Patanjali Govind Keswani

Date: 29^th May, 2024 Chairman & Managing Director Place: Mumbai DIN: 00002974

Mar 31, 2023

The Board of Directors of the Company has the pleasure in presenting the Thirty First (31^st) Board Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2023.

Financial Results and Operations

The financial performance on the basis of the Standalone & Consolidated Financial Statements for the Financial Year ended March 31, 2023, is summarised below:

H in Lakhs
	Standalone		Consolidated
Particulars	Year ended March 31, 2023	Year ended March 31, 2022	Year ended March 31, 2023	Year ended March 31, 2022
Revenue from operations	31,026.09	12,918.90	87,498.95	40,224.01
Other Income	63.79	298.51	357.65	1,402.99
Total Income	31,089.88	13,217.41	87,856.60	41,627.00
Total Expense	13,649.36	8,920.25	42,742.26	28,357.76
Profit before finance Cost, finance Income, depreciation and amortisation and tax	17,440.52	4,297.16	45,114.34	13,269.24
Less: Finance Costs	4,482.83	4,794.36	18,234.65	18,093.70
Less Finance Income	(369.92)	(339.73)	(517.41)	(695.92)
Less: Depreciation and amortisation	1,995.23	2,103.29	9,660.16	10,434.75
Profit / (Loss) before tax expense & Share of Profit of associates	11,332.38	(2,260.76)	17,736.94	(14,563.29)
Share of Profit of associate	-	-	86.88	104.06
Profit / (Loss) before tax	11,332.28	(2,260.76)	17,823.82	(14,459.23)
Tax Expense:
- Current Tax (including MAT)	1,992.24	-	2,692.87	25.24
- Deferred Tax (including of MAT credit)	1,303.09	(654.98)	1,076.95	(748.30)
Profit / (Loss) for the Year	8,037.05	(1,605.78)	14,054.00	(13,736.17)
Add: Other Comprehensive Income / Expense for the year	13.38	4.60	16.83	42.97
Total Comprehensive Income/ (Loss)	8,050.43	(1,601.18)	14,070.83	(13,693.20)
Less: Non - controlling Interest	-	-	2,600.37	(4,975.98)
Total Comprehensive Income / (Loss) for the year attributable to Equity Holders of the Parent	8,050.43	(1,601.18)	11,470.46	(8,717.22)
Earning / (Loss) per Equity Share (Face value of H 10 each)
Basic	1.02	(0.20)	1.45	(1.11)
Diluted	1.02	(0.20)	1.45	(1.11)

Further, key financial and operational highlights of the Company are also provided in the Management Discussion and Analysis forming part of this Board Report.

Capital Structure Authorised Share Capital

The Authorised Share Capital of the Company is H 10,02,89,00,000 divided into 1,00,14,40,000 Equity Shares of H 10 each and 1,45,000 5% Cumulative Redeemable Preference Shares of H 100 each.

Paid-up Share Capital

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

Operational Hotels and Upcoming Projects

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

The details of operational hotels and upcoming projects are given in the "Corporate Insight" section of the Integrated Report 2022-23.

Awards and Recognition

During the Financial Year under review, the Company has received the following key awards and recognition:

â¢ Gold Certification by the Indian Green Building Council (I.G.B.C.) for 5 hotels

- Lemon Tree Premier, Ulsoor Lake, Bengaluru

- Lemon Tree Hotel, Electronics City, Bengaluru

- Lemon Tree Hotel, Gachibowli, Hyderabad

- Lemon Tree Premier, Mumbai International Airport

- Aurika, Udaipur

â¢ Keys Select by Lemon Tree Hotels, Thiruvananthapuram - Chief Minister''s Excellence Award for Labour Welfare

â¢ Lemon Tree Premier, Dwarka - Asia''s Biggest Tourism Awards, organised by the Ministry of Tourism Gujarat:

- Best 4 Star Hotel in Dwarka

- Best Restaurant in Dwarka

- Best MICE Venue in Dwarka

â¢ TripAdvisor Traveller''s Choice Award 2022 - 61 out of 80 eligible hotels:

- Aurika Hotels & Resorts - 1

- Lemon Tree Premier -14

- Lemon Tree Hotels -31

- Red Fox by Lemon Tree Hotels -8

- Keys Select by Lemon Tree Hotels -7

â¢ HRANI Award of Excellence during 7^thHRANI Conclave:

- Lemon Tree, East Delhi Mall, Kaushambi awarded as "Best MICE Hotel - Ghaziabad"

- General Manager of the Hotel awarded as the "Best General Manager -Midscale"

Board of Directors & Key Managerial Personnel (KMP)

The details of the Directors and KMP [as per Companies Act, 2013 (''Act'')] of the Company as on March 31, 2023, are given herein below:

S. No.	Name of Directors/ KMP''s	Designation
1	Mr. Patanjali Govind Keswani	Chairman & Managing Director
2	Mr. Niten Malhan*	Vice Chairman and Lead Independent Non-Executive Director
3	Mr. Willem Albertus Hazeleger	Non-Executive Director
4	Mr. Aditya Madhav Keswani	Non-Executive Director
5	Mr. Paramartha Saikia	Independent Non-Executive Director
6	Mrs. Freyan Jamshed Desai	Independent Non-Executive Director
7	Dr. Arindam Kumar Bhattacharya	Independent Non-Executive Director
8	Mr. Kapil Sharma	Chief Financial Officer
9	Mr. Nikhil Sethi	AVP Legal & Group Company Secretary

* Mr. Niten Malhan was re-designated as Vice Chairman and Lead Independent Non-Executive Director by resolution of the Board of Directors w.e.f February 10, 2023

Changes in Board of Directors/KMPs Appointments

During the Financial Year under review, Mrs. Freyan Jamshed Desai and Mr. Paramartha Saikia, Independent Non-Executive Directors of the Company have been re-appointed in the Annual General Meeting held on September 14, 2022, for a further term of 5 years effective June 15, 2022.

Further, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has approved the re-appointment of Mr. Patanjali Govind Keswani, Chairman and Managing Director for a further period of 3 years w.e.f April 1, 2023, subject to the approval of shareholders by way of special resolution. The Company has circulated the postal ballot notice to the shareholders of the Company for approval of his re-appointment.

Further, the Nomination and Remuneration Committee and the Board of Directors at its meeting held on May 30, 2023, have recommended the re-appointment of Dr. Arindam Kumar Bhattacharya w.e.f April 11, 2024, for a further period of 5 years subject to the approval of the shareholders in the ensuing Annual General Meeting.

Financial Year under review and attendance of the members of the following non-mandatory Committees are given in ''Annexure-1'' to this Board Report:

(a) Finance Committee;

(b) Share Allotment Committee;

Board Meetings

During the Financial Year under review, the Board met four (4) times and the details of the Board Meetings held indicating the number of meetings attended by each Director is provided in the Corporate Governance Report attached as ''Annexure-5'' to this Board Report.

Annual Board Evaluation

To comply with the provisions of Section 134(3)(p) of the Act and rules made thereunder and Regulation 17(10) of the 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, organisation''s health and talent management.

Further, to comply with the Regulation 25(4) of SEBI (LODR) Regulations, the Independent Non-Executive Directors also evaluated the performance of the Non-Independent Non-Executive Directors, Chairman and Board as a body at a separate meeting of the Independent Non-Executive Directors held on May 29, 2023.

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 by the Board, the performance of the Board, its committees and individual Directors (including Independent Non-Executive Directors) has been assessed as satisfactory.

Policies Under Companies Act, 2013/SEBI (LODR) Regulations

Code of Conduct and Vigil Mechanism/ Whistle Blower Policy

The Company has in place a mechanism for employees for reporting genuine concerns from reprisal and victimisation. The policy is available in the ''Investor Relations'' section at the Company''s website https://investors.lemontreehotels.com/corporate-governance-coc-and-vigil-mechanism.html. During the

In accordance with the Act and the Articles of Association of the Company, 1 (one) of the Directors, viz. Mr. Willem Albertus Hazeleger will retire by rotation, and being eligible, offers himself for re-appointment.

Shareholder approval for the aforesaid re-appointment of Dr. Arindam Kumar Bhattacharya, Independent NonExecutive Director and Mr. Willem Albertus Hazeleger, Non-Executive Director shall be sought in the Notice convening the Annual General Meeting of the Company.

Resignations/Retirement/Cessation

During the Financial Year under review, Mr. Ashish Kumar Guha and Mr. Arvind Singhania ceased to be Independent Non-Executive Directors w.e.f. September 14, 2022 and Mr. Pradeep Mathur ceased to be an Independent Non-Executive Director w.e.f December 4, 2022 since the resolutions with respect to their reappointment were not passed by the shareholders by requisite majority in the Annual General meeting held on September 14, 2022.

The Board appreciated the valuable services rendered by them during their tenure with the Company.

Declaration by Independent Directors

All the Independent Non-Executive Directors have given the necessary declarations in terms of Section 149 (7) of the Act and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI (LODR) Regulations"), that they meet the criteria of independence as laid down under Section 149 (6) of the Act along with a declaration of compliance of sub-rule (1) and subrule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Committees of the Board

As on March 31, 2023, the Board has the following mandatory Committees:

â¢ Audit Committee;

â¢ Nomination and Remuneration Committee;

â¢ Corporate Social Responsibility Committee;

â¢ Stakeholder''s Relationship Committee; and

â¢ 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 are provided in the Corporate Governance Report attached as ''Annexure-5'' to this Board Report.

Apart from the above-mentioned Committees, the details of the compositions, meetings held during the

Financial Year under review, no concerns have been received by the Company from any of the Directors, Officers, employees and associates pertaining to the Code of Conduct and Vigil Mechanism/Whistle Blower Policy.

Risk Management Policy

The Company has in place a Risk Management Policy formulated in accordance with the provisions of Section 134(3)(n) of the Act, which is available in the ''Investor Relations'' section at the Company''s website https:// www.lemontreehotels.com/factsheet/Policies/Risk Management Policy.pdf. There has been no change in the policy during the Financial Year under review. The Company has a system in place for identification of risks associated with the Company''s objectives, operations, development, revenue and regulations and appropriate measures are taken, wherever required, to mitigate such risks beforehand.

The Risk Management Committee has a Risk Management Framework in place with a standardised methodology, tools, and procedures for identifying and monitoring the Company''s material business risks.

The Company has in place a Compliance Framework to cover compliances applicable across the Company''s corporate office and hotels. This framework assigns the responsibility of compliance execution and review to the respective compliance owners and allows all key stakeholders to monitor compliance execution and associated risks at any given point of time.

The Statutory Auditors and the Internal Auditors report to the Audit Committee during their audit and highlight risk(s), if any, associated with the organisation and, in consultation with the management and the Audit Committee, also suggest the appropriate measures which can be taken by the Company in this regard.

The Statutory Auditors also report to the Audit Committee any instance of non-adherence to the procedures and manuals which may increase the risk of frauds in the organisation.

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. There has been no change in the policy since the last Financial Year. The Nomination and Remuneration Policy is attached as ''Annexure-2'' to this Board 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.

Corporate Social Responsibility ("CSR") Policy

The Company has in place a CSR Policy, formulated in terms of provisions of Section 135(4) of the Act read with Rule 6 of the Companies (Corporate Social Responsibility Policy) Rules,2014. The policy is available in the ''Investor Relations'' section at the Company''s website https://www.lemontreehotels.com/factsheet/ Policies/Corporate Social Responsibility Policy.pdf.

The report on CSR Activities for the Financial Year under review as required 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 Board Report.

Dividend Distribution Policy

The Company has in place a Policy on Distribution of Dividend to comply with Regulation 43A of the SEBI (LODR) Regulations. The policy is available in the ''Investor Relations'' section at the Company''s website https://www.lemontreehotels.com/factsheet/Policies/ Dividend Distribution Policy.pdf.

Policy on Appointment and Rotation of Auditors

The Policy on Appointment and Rotation of Auditors in compliance with the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014 is available in the ''Investor Relations'' section at the Company''s website https://www.lemontreehotels. com/factsheet/Policies/Rotation of Auditors Policy. pdf.

Policy on Board Diversity

During the Financial Year under review, in compliance with the requirements of the terms of reference of the Nomination and Remuneration Committee, a Policy on Board Diversity to enhance the quality of performance of the Board has been approved by the Nomination and Remuneration Committee in their meeting held on February 10, 2023. The policy is available in the ''Investor Relations'' section at the Company''s website https://www.lemontreehotels.com/factsheet/Policies/ Policy on Board Diversity.pdf.

Subsidiary Companies, Associate Companies and Joint Ventures

As on March 31, 2023, the Company has fifteen (15) Direct Subsidiary Companies and nine (9) Indirect Subsidiary Companies and three (3) Associate Companies:

9, 2023. On the approval of the Scheme by the NCLT, the Transferor Company (ies) shall be amalgamated with the Company w.e.f April 1, 2022 (Appointed Date of Scheme).

Indirect Subsidiary Companies

Berggruen Hotels Private Limited, Bandhav Resorts Pvt. Ltd., Celsia Hotels Pvt. Ltd., Inovoa Hotels and Resorts Ltd., Iora Hotels Pvt. Ltd., Ophrys Hotels Pvt. Ltd., Hyacinth Hotels Pvt. Ltd., Manakin Resorts Pvt. Ltd. and Valerian Management Services Pvt. Ltd.

Our Associate Companies

Further, as on March 31, 2023, the Company has three (3) Associate Companies viz. Mind Leaders Learning India Pvt. Ltd, Pelican Facilities Management Pvt. Ltd. and Glendale Marketing Services Private Limited.

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

In accordance with Section 129(3) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014, the consolidated financial statements of the Company and all its Subsidiary Companies, Associate Companies and joint venture companies have been prepared by the Company and a report on the performance and financial position of each of the Subsidiary Companies, Associate Companies and Joint Ventures included in the consolidated financial statement is attached as ''Annexure-4'' to this Report.

In terms of provisions of Section 136 of the Act, separate audited accounts of the subsidiary companies shall be available in the ''Investor Relations'' section at the Company''s website https://investors.lemontreehotels. com/financials-subsidiaries.html. The Company will make available physical copies of these documents upon request by any shareholder of the Company interested in obtaining the same.

Management Reports

Management Discussion and Analysis Report

The Management Discussion and Analysis on the Company''s performance, industry trends and other material changes with respect to the Company, its Subsidiary Companies and Associate Companies, wherever applicable, has been given separately and forms part of this Board Report.

Direct Subsidiary Companies

Fleur Hotels Pvt. Ltd., Carnation Hotels Pvt. Ltd., Canary Hotels Pvt. Ltd., Sukhsagar Complexes Pvt. Ltd, Oriole Dr. Fresh Hotels Pvt. Ltd., Lemon Tree Hotel Company Pvt. Ltd., Red Fox Hotel Company Pvt. Ltd., Hamstede Living Private Limited, Grey Fox Project Management Company Pvt. Ltd., PSK Resorts & Hotels Pvt. Ltd., Dandelion Hotels Pvt. Ltd., Madder Stays Private Limited, Arum Hotels Private Limited (formerly known as Jessamine Stays Private Limited) and Nettle Hotels Private Limited (formerly known as Poplar Homestead Holdings Private Limited).

During the Financial Year under review, a wholly owned subsidiary of the Company viz: Totally Foxed Solutions Private Limited has been incorporated with the objective of carrying out the digital transformation of Lemon Tree Group and the creation of hospitality digital platform.

During the Financial Year under review, the Company has acquired a 25.10% shareholding of Carnation Hotels Private Limited from Mr. Rattan Keswani and thereafter Carnation Hotels Private Limited has become a Wholly Owned Subsidiary of the Company.

Merger/Amalgamation of Wholly Owned Subsidiaries of the Company

The shareholders are apprised that the Company has received the first motion order from the National Company Law Tribunal, New Delhi ("NCLT") w.r.t the Scheme of Amalgamation ("Scheme") of Wholly Owned Subsidiary(ies) of the Company viz. Valerian Management Services Private Limited ("Transferor Company No. 1"), Grey Fox Project Management Company Private Limited ("Transferor Company No. 2"), PSK Resorts & Hotels Private Limited ("Transferor Company No. 3") and Dandelion Hotels Private Limited ("Transferor Company No. 4", (Transferor Company No. 1, Transferor Company No. 2, Transferor Company No. 3 and Transferor Company No. 4 together referred as "Transferor Companies") with Lemon Tree Hotels Limited ("Transferee Company") for dispensation of convening a meeting of equity shareholders and creditors of the Transferor Companies and dispensation of convening a meeting of secured creditors and convening a meeting of shareholders and unsecured creditors of the Transferee Company.

The NCLT court convened meeting of equity shareholders and unsecured creditors was held on January 19, 2023 for approval of the Scheme and the Scheme has been duly passed by the shareholders and creditors. Further, the Company has also filed the Second Motion Application with the NCLT on January 31, 2023, and the final date of hearing is fixed for June

Business Responsibility and Sustainability Report

Pursuant to the provisions of Regulation 34(2)(f) of the SEBI (LODR) Regulations, the Business Responsibility and Sustainability Report is attached as ''Annexure-10'' to this Board Report.

Integrated Report

The Company has voluntary adopted an Integrated Report during the previous financial year. The Integrated Report for the Financial Year under review is prepared in alignment with the Integrated Reporting Framework laid down by the International Integrated Reporting Council and aims at presenting the value creation approach for our stakeholders.

Corporate Governance

The Company has adopted good governance practices and is committed to maintaining high standards of corporate ethics, professionalism and transparency. The Company has adopted polices in line with good corporate governance requirements including a 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 https://investors.lemontreehotels.com/#.

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 increased from H 34,172.83 Lakhs in the previous year to H 35,260.87 Lakhs in the current year.

Employees Stock Option Scheme

During the Financial Year under review, the Company has an Employee Stock Option Scheme, 2006 (''ESOP Scheme'').

A certificate from the Secretarial Auditors of the Company that the scheme has been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 will be placed at the ensuing Annual General Meeting for inspection by shareholders of the Company.

Further, during the Financial Year under review, 684,850 shares have been exercised by the employees of the Company through Krizm Hotels Private Limited Employee Welfare Trust.

The applicable disclosures as stipulated under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 with regard to Employee''s Stock Option Plan of the Company are given herein below and the information required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available at the Company''s website https://investors.lemontreehotels.com/corporate-governance-esop-scheme.html.

Sr. No.	ESOP ^Description Scheme
a)	Options Granted	-
b)	Options Vested	-
c)	Options Exercised*	-
d)	Total number of shares arising as a result of exercise of option	-
e)	Options lapsed*	N.A.
f)	The exercise price (On weighted average basis)**	-
g)	Variation of terms of options	N.A.
h)	Money realised by exercise of options (if scheme is implemented directly by the Company)	N.A.
i)	Total number of options in force	-
j)	Employee wise details for options granted to:-
(i) Key Managerial Personnel:
	a) Mr. Kapil Sharma (Chief Financial Officer)	N.A.
	b) Mr. Nikhil Sethi (AVP Legal & Group Company Secretary)	N.A.
	(ii) any other employee who received a grant of options in any one year of option amounting to five percent of more of options granted during that year	N.A.
	(iii)identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital(excluding outstanding warrants and conversions) of the Company at the time of grant	N.A.
* All the options have been exercised by Krizm Hotels Limited Employee Welfare Trust.		Private
** 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.

H in Lakhs
Name of the Subsidiaries	Maximum loans outstanding during the year 2023	As at March 31, 2023	Maximum loans outstanding during the year 2022	As at March 31, 2022
Carnation Hotels Private Limited	-	-	2.72	-
Canary Hotels Private Limited	166.91	46.91	1493.98	91.91
Oriole Dr. Fresh Hotels Private Limited	290.56	102.77	169.00	169.00
Sukhsagar Complexes Private Limited	1,020.00	415.00	210.00	210.00
Red Fox Hotel Company Private Limited	2.11	2.11	2.11	2.11
Grey Fox Project Management Company Private Limited	122.07	122.07	12.00	0.07
Dandelion Hotels Private Limited	11.00	11.00	11.00	11.00
PSK Resorts & Hotels Private Limited	3.00	3.00	3.00	3.00
Lemon Tree Hotel Company Private Limited	2.00	2.00	2.00	2.00
Totally Foxed Solutions Private Limited	435.00	435.00	-	-

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

Directors'' Responsibility Statement

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

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

(ii) t hey have selected such accounting policies in consultation with the 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 ended March 31, 2023 and of the profit and loss of the Company for the Financial 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 Act. 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; and

(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.

Auditor and Auditors'' Report Statutory Auditors

M/s Deloitte Haskins & Sells, LLP (FRN:117366W/W-100018), 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 the Annual General Meeting of the Company to be held in Calendar Year 2027.

The reports given by the Statutory Auditors on the Standalone Financial Statements of the Company and the Consolidated Financial Statements of the Company and the Subsidiary and Associate Companies for the Financial Year ended March 31, 2023, forms part of this Board 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 frauds under Section 143(12) of the Act.

Secretarial Audit Report of the Company and its material Subsidiary Companies

The Board of Directors of the Company, have appointed M/s Sanjay Grover & Associates, Practicing Company Secretaries 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 Board Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

As per Regulation 24A of the SEBI (LODR) Regulations, the Secretarial Audit Report of the unlisted material Subsidiary Companies conducted for the Financial Year ended March 31, 2023, by the Practicing Company Secretaries are annexed as ''Annexure-9'' to this Board Report. None of the said Secretarial Audit Report contains any qualification, reservation or adverse remark or disclaimer.

Further, the Board of Directors of the Company, has appointed M/s DPV & Associates LLP, Practicing Company Secretaries to conduct the Secretarial Audit for the FY24 in accordance with Section 204 of the Act.

Significant and Material Orders

There are no significant or material orders passed by the regulators, courts or tribunals having an impact on the future operations of the Company or its going concern status.

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, and security provided in terms of Section 186 (11) of the Act. However, the details of loans, guarantees, and investments made by the Company forms part of the notes to the Financial Statements.

Particulars of Contracts or Arrangements with Related Parties Referred to in Section 188 of the Companies Act, 2013

In line with the requirements of the Act and the SEBI (LODR) Regulations, the Company has formulated a Policy on Dealing with Related Party Transactions which has been amended during the Financial 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 all material transactions between the Company and related parties.

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

During the Financial Year under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material. In view of the above, the requirement of giving particulars of contracts / arrangements / transactions made with related parties in Form AOC-2 are not applicable for the Financial Year under review. Further, you may refer to other Related Party Transactions in Note No. 33 and Note No. 38 of the Standalone and Consolidated Financial Statements.

Further, the details required in terms of Regulation 34(3) of the SEBI (LODR) Regulations with respect to loans 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. The Company has not provided any security covered under Section 186 of the Act & accordingly the disclosure requirement does not apply.

Annual Return

In accordance with Section 92(3) of the Act read with rules made thereunder, the Annual Return of the Company in Form MGT-7 has been placed on the website of the company, https:// www.lemontreehotels.com/factsheet/Policies/LTHL Annual Return 2023.pdf.

Material Changes and Commitments Affecting the Financial Position of the Company

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year to which the Financial Statements relate and the date of this Board 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 the 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 maintaining eco-friendly and energy conservation practices across all of its hotel properties. The Company strongly believes in conservation and accordingly has 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 which forms part of this Board Report.

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

The Company has utilised an alternative source of energy viz. renewable energy in the form of Solar Photo voltaic systems which are being utilised by its hotels. The Company is also using solar hot water systems in its hotels to reduce heating load for hot water systems.

The capital investment on energy conservation requirements:

The Company has made capital investments in the installation and commissioning of solar photo voltaic systems at its hotels to capture free solar energy for reducing the energy requirement and in the 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, UAE and Bhutan. However, no know how and technology has been imported during the financial year under review. However, efforts have been made to imbibe various new technologies like green building, rainwater harvesting, use of plumbing faucets, and sewage treatment plants.

Research & Development:

The Company during the Financial Year under review 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 Financial Year under review is mentioned hereunder:

H in Lakhs
S. No.	Particulars	Year Ended March 31, 2023	Year Ended March 31, 2022
1.	Earning in Foreign Currency	1,722.59	585.11
2.	Outgo in Foreign Currency
	-Value of Capital Goods Imported on CIF basis
	-Commission/ Advertisement and business promotion	138.72	92.09

Dividend on Equity Shares

The Company does not propose any dividend on the shares of the Company for the Financial Year ended March 31, 2023.

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 Auditors and the Internal Auditors routinely conduct system checks and give their report after evaluation of the efficacy and adequacy of the Company''s internal control systems including controls with respect to the financial statements, compliance with operating systems, accounting procedures and policies. Based on the report of the Internal Auditors, the departments undertake corrective action in their respective areas and thereby strengthen the controls. 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 Audit Committee, Statutory Auditors and Internal Auditors.

Cost Records and Cost Audit

Maintenance of cost records and the requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

Secretarial Standards

During the Financial Year under review the Company has complied with the Secretarial Standards on Board and General meetings issued by the Institute of Company Secretaries of India.

Insolvency and Bankruptcy Code, 2016 (31 of 2016) During the Year Alongwith their Status as at the End of the Financial Year

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the Financial Year under review.

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 The Company has not done any one-time settlement with banks during the Financial Year under review.

Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

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 Financial Year under review, no complaint was received by the Corporate Ethics Committee formed in this regard.

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

Green Initiative

Pursuant to Section 101 and 136 of the Act read with the Companies (Management and Administration) Rules, 2014 and the Companies (Accounts) Rules, 2014, the

Company can send Notice of Annual General Meeting, financial statements and other communications in electronic form.

The Company shall be sending this Board Report including the Notice of Annual General Meeting, Audited Financial Statements, along with annexures etc. for the Financial Year ended March 31, 2023, 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 shareholders holding shares in dematerialised 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 a letter, duly signed by the first/sole holder quoting details of their Folio No.

Appreciation

The Board of Directors place on record their appreciation for the valuable support and cooperation of the Company''s bankers, government agencies, customers, suppliers, shareholders, employees and other statutory authorities, who have reposed their continued trust and confidence in the Company.

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

Patanjali Govind Keswani

DATE: May 30, 2023 Chairman & Managing Director PLACE: New Delhi DIN:00002974

Mar 31, 2022

Your Directors have pleasure in presenting the Thirtieth (30^th) Annual Report of the Company together with audited Financial Statements for the Financial Year ended March 31, 2022.

FINANCIAL RESULTS AND OPERATIONS

The financial performance on the basis of Standalone & Consolidated Financial Statements for the year ended March 31, 2022 is summarized below:

H in Lakhs
	Standalone		Consolidated
Particulars	As on March 31, 2022	As on March 31, 2021	As on March 31, 2022	As on March 31, 2021
Revenue from Operations	12,918.90	7,991.57	40,224.01	25,172.04
Other Income	298.51	402.87	1,402.99	1,325.88
Total Income	13,217.41	8,394.44	41,627.00	26,497.92
Total Expenses	8,920.25	6,419.65	28,357.76	19,045.09
Profit before depreciation and amortization, finance cost, finance income, exceptional items and tax	4,297.16	1,974.79	13,269.24	7,452.83
Less: Finance Costs	4,794.36	4,819.30	18,093.70	19,045.72
Less: Finance Income	(339.73)	(300.87)	(695.92)	(873.32)
Less: Depreciation and amortization	2,103.29	2,251.03	10,434.75	10,755.32
Loss before exceptional items and Tax	(2,260.76)	(4,794.67)	(14,563.29)	(21,474.89)
Less: Exceptional items	-	592.07	-	-
Share of Profit/Loss of associate	-	-	104.06	(399.53)
Loss before Tax	(2,260.76)	(5,386.74)	(14,459.23)	(21,874.42)
Tax expense:
- Current tax	-	-	25.24	(1.57)
- Deferred tax
Deferred tax income related to current year	(654.98)	(1,313.67)	(748.30)	(3,218.68)
Loss for the year	(1,605.78)	(4,073.07)	(13,736.17)	(18,654.17)
Add: Other Comprehensive Income net of taxes	4.60	(3.33)	42.97	(22.20)
Total Comprehensive Loss for the year	(1,601.18)	(4,076.40)	(13,693.20)	(18,676.37)
Less: Non - controlling Interest	-		(4,975.98)	(5,957.79)
Total Comprehensive Loss for the year attributable to Equity Holders of the Parent	(1,601.18)	(4,076.40)	(8,717.22)	(12,718.58)
Loss Per Equity Share (Face value of H 10/- each)
Basic	(0.20)	(0.52)	(1.11)	(1.61)
Diluted	(0.20)	(0.52)	(1.11)	(1.61)

Further, key financial and operational highlights of our Company are also provided in the management discussion and analysis report forming part of this Report.

CAPITAL STRUCTURE Authorised Share Capital

The Authorised Share Capital of the Company is H 10,02,89,00,000 divided into 1,00,14,40,000 Equity

Shares of H 10 each and 1,45,000 5% Cumulative Redeemable Preference Shares of H 100 each.

Paid-up Share Capital

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

OPERATIONAL HOTELS AND UPCOMING PROJECTS

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 Financial Year under review.

The details of operational hotels and upcoming projects are given in the "Corporate Insight" Section of this Report.

AWARDS AND RECOGNITION

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

â¢ Awarded Trip Advisor Travellers Choice Award 2021 68 out of 79 hotels awarded Traveller''s Choice

Award by TripAdvisor

o	Lemon Tree Premier -	12
o	Lemon Tree Hotels -	35
o	Red Fox Hotels -	12
o	Keys Select -	7
o	Sandal Suites -	1
o	Aurika -	1

â¢ Keys Select by Lemon Tree Hotels, Thiruvananthapuram - Awarded Chief Minister''s Excellence Award for Labour Welfare

â¢ Lemon Tree Premier, Dwarka - Awarded by Asia''s Biggest Tourism Awards, organized by the Ministry of Tourism Gujarat:

o Best 4 Star Hotel in Dwarka o Best Restaurant in Dwarka o Best MICE Venue in Dwarka

â¢ Awarded Hotelier India Awards 2021

8 LTH team members made it to the finalist positions in different categories/regions, with 4 winners and 4 runners up

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

The details of the Director''s & KMP''s [as per Companies Act, 2013 ("Act")] of the Company are given herein below:

S. No.	Name of Directors/ KMP''s	Designation
1	Mr. Patanjali Govind Keswani	Chairman & Managing Director
2	Mr. Rattan Keswani*	Deputy Managing Director
3	Mr. Willem Albertus Hazeleger	Director
4	Mr. Aditya Madhav Keswani	Director
5	Mr. Ashish Kumar Guha	Independent Director
6	Mr. Arvind Singhania	Independent Director
7	Mr. Paramartha Saikia	Independent Director
8	Ms. Freyan Jamshed Desai	Independent Director
9	Mr. Pradeep Mathur	Independent Director
10	Dr. Arindam Kumar Bhattacharya	Independent Director
11	Mr. Niten Malhan	Independent Director
12	Mr. Kapil Sharma	Chief Financial Officer
13	Mr. Nikhil Sethi	AVP Legal & Group Company Secretary

* Resigned w.e.f closing hours of March 31, 2022

CHANGES IN BOARD OF DIRECTORS/KMPS Appointments

During the Financial Year under review, Mr. Niten Malhan has been appointed as Non-Executive Independent Director for a period of 5 years w.e.f. November 6, 2020 in the Annual General Meeting held on September 30, 2021.

Further, the term of Mr. Ashish Kumar Guha, Mr. Arvind Singhania, Ms. Freyan Jamshed Desai and Mr. Paramartha Saikia, existing Independent Directors is expiring on June 14, 2022 and the term of Mr. Pradeep Mathur, Independent Director is expiring on December 4, 2022, and it is proposed to re-appoint them for further term of 5 years. The Nomination and Remuneration Committee of the Company and the Board of Directors have recommended their re-appointment subject to the approval of shareholders by way of Special Resolution.

In accordance with the Act and the Articles of Association of the Company, 1 (one) of your Directors, viz. Mr. Aditya Madhav Keswani retires by rotation, and being eligible, offers himself for reappointment.

Your approval for aforesaid re-appointments as Independent Director/Director shall be sought in the Notice convening the Annual General Meeting of the Company.

Resignations/Retirement/Cessation

During the Financial Year under review, Mr. Rattan Keswani, Deputy Managing Director of the Company has resigned from the Company w.e.f closing hours of March 31, 2022.

The Board appreciated valuable services rendered by him during his tenure with the Lemon Tree Group.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given necessary declarations in terms of Section 149 (7) of the Act and SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 (hereinafter referred to as "SEBI (LODR) Regulations") that they meet the criteria of independence as laid down under Section 149 (6) of the Act along with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI (LODR) Regulations.

COMMITTEES OF THE BOARD

As on March 31, 2022, 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 year and attendance of the Members and 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 year and attendance of the Members of following nonmandatory committees are given in ''Annexure-1'' to this Report:

(a) Finance Committee;

(b) Share Allotment Committee;

BOARD MEETINGS HELD DURING THE YEAR

During the Financial Year under review, your Board met 5 (Five) 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

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 Directors also evaluated the performance of Non-Independent Directors, Chairman and Board as a body at a separate meeting of Independent Directors.

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

Code of Conduct and Vigil Mechanism/ Whistle Blower Policy

The Company has in place a mechanism for employees for reporting genuine concerns from reprisal and victimization. The policy is available in the ''Investor Relations'' section at the Company''s website www. lemontreehotels.com. During the year under review, no concerns have been received by the Company from any of the Directors, Officers, Employees and Associates pertaining to the Code and Vigil Mechanism.

Risk Management Policy

The Company has in place Risk Management Policy formulated in accordance with the provisions of Section 134(3)(n) of the Act, which is available in the ''Investor Relations'' section at the Company''s website www.lemontreehotels.com. There has been no change in the policy during the Financial Year under review. The Company has a system in place for identification of elements of risk which are associated with the accomplishment of objectives, operations, development, revenue and regulations and appropriate measures are taken, wherever required, to mitigate such risks beforehand.

The Risk Management Committee has adopted a Risk Management Framework (RMF) which will standardize our methodology, tools and procedures for identifying and monitoring the Company''s material business risks.

The Company has also adopted a Compliance Framework tool to cover compliances applicable across working

jurisdiction (including Corporate Office and hotels). This framework lays the responsibility of compliance execution and review among the respective compliance owners. This tool allows all key stakeholders to monitor compliance execution and associated risks at any given point of time.

The Statutory Auditors also report to the Audit Committee of any instance of non-adherence to the procedures and manual which may increase the risk of frauds in the organization.

Nomination and Remuneration Policy

The Company has in place the Nomination & Remuneration Policy which lays down the criteria for appointment, evaluation of performance of Directors and remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees and there has been no change in the policy during the Financial year under review. The Nomination & 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/reappointment of Directors/ KMPs, wherever required, from Nomination and Remuneration Committee in terms of the policy.

Corporate Social Responsibility ("CSR") Policy

The Company has in place CSR policy, formulated in terms of provisions of Section 135(4) of the Act read with Rule 6 of the Companies (Corporate Social Responsibility Policy) Rules,2014. The policy is available in the ''Investor Relations'' section at the Company''s website www.lemontreehotels.com.

Report on CSR Activities for the Financial Year 202122 as required 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.

Dividend Distribution Policy

The Company has in place a Policy on Distribution of Dividend to comply with the Regulation 43A of SEBI (LODR) Regulations. The policy is available in the ''Investor Relations'' section at the Company''s website www.lemontreehotels.com.

Policy on Rotation of Auditors

The policy on appointment and rotation of Auditors in compliance with the provisions of Section 139 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, is in place. The policy is available in the ''Investor Relations'' section at the Company''s website www.lemontreehotels.com.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2022, your Company has 14 (fourteen) direct subsidiary companies and 9 (nine) indirect subsidiary companies and 3 (three) associate Companies as under:

Direct Subsidiary Companies

Fleur Hotels Pvt. Ltd., Carnation Hotels Pvt. Ltd., Canary Hotels Pvt. Ltd., Sukhsagar Complexes Pvt. Ltd, Oriole Dr. Fresh Hotels Pvt. Ltd., Lemon Tree Hotel Company Pvt. Ltd., Red Fox Hotel Company Pvt. Ltd., Hamstede Living Private Limited, Grey Fox Project Management Company Pvt. Ltd., PSK Resorts & Hotels Pvt. Ltd., Dandelion Hotels Pvt. Ltd., Madder Stays Private Limited, Jessamine Stays Private Limited and Poplar Homestead Holdings Private Limited.

The Board of Directors at their meeting held on February 10, 2022 has approved the Scheme of Amalgamation for merging Valerian Management Services Private Ltd, Grey Fox Project Management Company Private Ltd. PSK Resorts & Hotels Pvt. Ltd. and Dandelion Hotels Pvt. Ltd. with the Company. The Scheme of Amalgamation has been filed with Stock Exchanges and the Company is in process of filing Scheme of Amalgamation with National Company Law Tribunal, New Delhi.

Indirect Subsidiary Companies

Our Associate Companies

Further, as on March 31, 2022, your Company has three Associate Companies i.e Mind Leaders Learning India Pvt. Ltd, Pelican Facilities Management Pvt. Ltd. and Glendale Marketing Services Private Limited.

Further, our Subsidiaries Fleur Hotels Pvt. Ltd and Celsia Hotels Pvt. Ltd. are partners of a limited liability partnership, Mezereon Hotels LLP ("Mezereon").

have been prepared by the Company and a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement is attached as ''Annexure-4'' to this Report.

In terms of provisions of Section 136 of the Act, separate audited accounts of the subsidiary companies shall be available in the ''Investor Relations'' section at the Company''s website www.lemontreehotels.com. The Company will make available physical copies of these documents upon request by any shareholder of the Company interested in obtaining the same.

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 and its subsidiaries, associates, wherever applicable, has been given separately and forms part of this Report.

Business Responsibility Report

Pursuant to the provisions of Regulation 34(2)(f) of SEBI (LODR) Regulations, the Business Responsibility Report is attached as ''Annexure-10'' to this Report.

Integrated Report

The Company shall be voluntary adopting Integrated Report. This will be the Company''s first integrated report prepared in alignment with the Integrated Reporting framework laid down by the International Integrated Reporting Council and aims at presenting the value creation approach for our stakeholders.

CORPORATE GOVERNANCE

Your company has adopted good governance practices and committed to maintain high standards of the Corporate ethics, professionalism and transparency. The Company has adopted polices in line with the governance requirements including policy on Related Party Transactions, policy on Material Subsidiary, policy for Material Information and Events, Corporate Social Responsibility Policy, Dividend Distribution Policy and Whistle Blower Policy. These policies are available in the ''Investor Relations'' section at the Company''s website www.lemontreehotels.com.

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 decreased from H 35,886.55 Lakhs in the previous year to H 34,172.83 Lakhs in the current year.

EMPLOYEES STOCK OPTION SCHEME

During the year under review, the Company has an Employee Stock Option Scheme, 2006 (''ESOP Scheme'').

A certificate from the Secretarial Auditors of the Company 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, 3,91,900 shares have been exercised by the employees of the Company through Krizm Hotels Private Limited Employee Welfare 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://www.lemontreehotels. com/factsheet/Policies/ESOP DISLOSURE 2022.pdf.

S. No.	Description	ESOP Scheme
a)	Options Granted	Nil
b)	Options vested
c)	Options Exercised*	-
d)	Total Number of Shares arising as a result of exercise of option
e)	Options lapsed*	N.A
f)	The exercise price (On weighted average basis)**	-
g)	Variation of terms of options	N.A
h)	Money realized by exercise of options (if scheme is implemented directly by the Company)	N.A
i)	Total number of options in force	-

S. No.	Description	ESOP Scheme
j)	Employee wise details for options granted to:- (i) Key managerial Personnel:
	a) Mr. Rattan Keswani (Deputy Managing Director)	N.A
	b) Mr. Kapil Sharma (Chief Financial Officer)	N.A
	c) Mr. Nikhil Sethi(AVP Legal & Group Company Secretary)	N.A
	(ii) any other employee who received a grant of options in any one year of option amounting to five percent of more of options granted during that year	N.A
	(iii)i dentified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital(Excluding outstanding warrants and conversions) of the Company at the time of grant	N.A

* All the options have 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.

H In Lakhs
Name of the Subsidiary	Maximum Loans outstanding during the year 2022	As at March 31, 2022	Maximum Loans outstanding during the year 2021	As at March 31, 2021
Carnation Hotels Private Limited	2.72	-	2.72	2.72
Canary Hotels Private Limited	1,493.98	91.91	588.50	16.50
Oriole Dr. Fresh Hotels Private Limited	169.00	169.00	68.00	68.00
Sukhsagar Complexes Private Limited	210.00	210.00	641.28	12.00
Red Fox Hotel Company Private Limited	2.11	2.11	0.11	0.11
Grey Fox Project Management Company Private Limited	12.00	0.07	12.00	12.00
Meringue Hotels Private Limited(merged with Fleur Hotels Private Limited	-	-	2,788.00	-
Dandelion Hotels Private Limited	11.00	11.00	9.00	9.00
PSK Resorts & Hotels Private Limited	3.00	3.00	3.00	3.00

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 had 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, 2022 and of the profit and loss of the company for the year ended on that date;

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

(v) the directors had 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 had 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 appointed as Statutory Auditors of the Company in the Annual General Meeting held on September 29, 2017 for a period of 5 years upto conclusion of 6^th consecutive Annual General Meeting of the Company. The term of the Statutory Auditors is expiring on the conclusion of the ensuing Annual General Meeting. Accordingly, the Board of Directors at their meeting held on May 27, 2022, at the recommendation of Audit Committee members and subject to the approval of the shareholders, approved the re-appointment of M/s Deloitte Haskins & Sells, LLP (LLP No. AAB-7837), Chartered Accountants as Statutory Auditors of the Company for a term of five years i.e. from the conclusion of ensuing Annual General meeting until the conclusion of Annual General Meeting of the Company to be held in Calendar Year 2027.

M/s Deloitte Haskins & Sells LLP have given a written consent to the Company for re-appointment as Auditors. They have also given a certificate that they satisfy the criteria prescribed in Section 141 of the Act and the re-appointment, if made, shall be in accordance with the conditions laid down under the Act and Rules.

The reports given by the Statutory Auditors'' on the Standalone Financial Statements of the Company and the Consolidated Financial Statements of the Company and its Subsidiaries & Associates for the Financial Year ended March 31, 2022 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 frauds 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 Sanjay Grover & Associates, Practicing Company Secretaries 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 Audit Report does not contain any qualification, reservation or adverse remark.

As per Regulation 24A of SEBI (LODR) Regulations, the Secretarial Audit Report of the unlisted material subsidiaries conducted for the Financial Year 202122 by Practicing Company Secretaries are annexed herewith and marked as ''Annexure - 9'' to this Report. None of the said Secretarial Audit Reports contain any qualification, reservation or adverse remark or disclaimer.

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). The policy can be accessed in the ''Investor Relations'' section at the Company''s website www. lemontreehotels.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all material transactions between the Company and Related Parties.

Further, the Board of Directors of the Company, has reappointed M/s Sanjay Grover & Associates, Practicing Company Secretaries to conduct the Secretarial Audit for the Financial Year 2022-23 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 having an impact on the future operations of the Company or its going concern status.

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 details 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 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.

During the Financial Year under review, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material. In view of the above, the requirement of giving particulars of contracts / arrangements/ transactions made with related parties, in Form AOC-2 are not applicable for the year under review. Further, you may refer to other Related Party transactions in Note No. 33 of the Standalone Financial Statements.

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

Technology absorption:

Research & Development:

The Company during the Financial Year 2021-22 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 Financial Year under review is mentioned hereunder:

ANNUAL RETURN

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

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 Report (BRR) which forms part of this Report.

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

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.

H In Lakhs

S Year Ended Year Ended

_N" Particulars March 31, March 31,

^No- 2022 2021

1. Earning in Foreign 585.11 181.19

Currency

2. Outgo in Foreign Currency

-Value of Capital - -

Goods Imported on CIF basis

-Commission/ 92.09 52.86

Advertisement and business promotion

DIVIDEND ON EQUITY SHARES

Your Directors do not propose any dividend on the shares of the Company for the Financial Year ended on March 31, 2022.

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

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

SECRETARIAL STANDARDS

During the Financial Year under review, the Company has complied with Secretarial Standards on Board and General meetings issued by Institute of Company Secretaries of India.

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

The Company has not made any application under Insolvency And Bankruptcy Code, 2016 during the year under review.

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

The Company has not done any one time settlement with the Banks during the year under review.

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

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 compliant 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 Financial Year under review.

GREEN INITIATIVE

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 2021-22 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 a letter, duly signed by the first/sole holder quoting details of their Folio No. The Company has in terms of SEBI Circular dated 3^rd November, 2021 has send the intimation to the shareholders holding shares in physical form requesting them to update their PAN, KYC details and Nomination with company Registrar and Transfer Agent viz. KFin Technologies Limited.

APPRECIATION

Your Directors place on record their appreciation for the valuable support and cooperation of the Company''s Bankers, Government Agencies, Customers, Suppliers, Shareholders, Employees and other statutory authorities, who have reposed their continued trust and confidence in the Company.

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

Patanjali Govind Keswani Chairman & Managing

Date: May 27, 2022 ^DirectO^r

Place: New Delhi DIN: 00002974

Mar 31, 2018

BOARD''S REPORT

THE MEMBERS

OF LEMON TREE HOTELS LIMITED

The Directors have pleasure in presenting the Twenty Sixth Annual Report of the Company together with audited Financial Statements for the Financial Year ended March 31, 2018.

FINANCIAL RESULTS AND OPERATIONS

The financial performance on the basis of Standalone & Consolidated Financial Statements for the year ended March 31, 2018 is summarized below:

(Rs, in Lakhs)

Particulars	Standalone		Consolidated
	As on March 31, 2018	As on March 31, 2017	As on March 31, 2018	As on March 31, 2017
Total Income	23,813.44	22,543.28	49,206.83	42,030.79
Profit before depreciation. Finance Costs, Tax and Exceptional items	7,508.83	6,665.82	14,398.13	12,469.45
Less: Depreciation	1,976.68	2,119.95	5,261.74	5,101.24
Less: Finance Costs	2,904.57	3,755.90	7,360.71	7,401.16
Profit / (Loss) before Tax	2,627.58	789.97	1,833.19	(32.95)

Current Tax	413.33	129.22	627.59	318.67
Deferred Tax			(249.76)	160.39
Profit / (Loss) after Tax	2,214.25	660.75	1,455.36	(512.01)
Add: Other Comprehensive Income net of taxes	1.85	11.85	(1.81)	7.50
Total Comprehensive Income	2216.10	672.60	1,453.55	(504.51)
Less: Non - controlling Interest			34.47	119.78
Profits / (Loss) after Tax	-	-	1419.08	(624.29)
Earning Per Equity Share of the face value of Rs, 10 each
Basic	0.28	0.08	0.18	(0.08)
Diluted	0.28	0.08	0.18	(0.08)

Further, key financial and operational highlights of our company are also provided in the management discussion and analysis report forming part of this Annual Report.

INITIAL PUBLIC OFFER AND LISTING OF SHARES

During the Financial Year under review, the Company initiated the process of Initial Public offering of 185,479,400 equity shares of face value of Rs, 10 each of the Company through an Offer For Sale (Offer) by the Selling Shareholders and Offer has been subscribed 1.19 times with great interest shown by Institutional investors which include key foreign institutional investors as well as major domestic mutual funds of the Offer.

The Company completed the process of Initial Public Offer and the Company''s equity shares got listed on the National Stock Exchange of India Limited (NSE) and BSE Limited on April 9, 2018.

SCHEME OF AMALGMATION

During the Financial Year under review, as a part of Company''s restructuring plan, the Board of Directors had approved the Scheme of Amalgamation ("Scheme") of Aster Hotels & Resorts Private Limited, PRN Management Services Private

Limited, Head Start Institute Private Limited (together ''the Transferor Companies'') with Lemon Tree Hotels Limited (''the Company¹) u/s 230 to 232 of the Companies Act, 2013 and scheme has been duly approved by the National Company Law Tribunal (NCLT) vide its order dated December 22, 2017 and the scheme became effective from December 28, 2017. Investment has been nullified w.e.f. the Appointed date i.e. April 01, 2017.

Pursuant to Scheme, the Company has made the allotment of 56,511,722 equity shares to the shareholders of the Transferor Companies and equivalent shareholding held by the Transferor Companies in the Company stands cancelled. Accordingly, there is no increase in the paid up share capital of the Company pursuant to this Scheme.

CHANGE IN CAPITAL STRUCTURE

Increase in Authorized Share Capital

Pursuant to Scheme of Amalgamation, the Authorized Share Capital of the Company increased from Rs, 10,00,00,00,000/-, divided into 99,85,50,000 equity shares of face value of Rs, 10/- each and 1,45,000, 5% Cumulative Redeemable Preference Share of Rs, 100/- per share to Rs, 10,02,89,00,000 divided into 1,00,14,40,000 Equity Shares of Rs, 10 each and 1,45,000 5% Cumulative Redeemable Preference Share of Rs, 100 each.

Increase in the Paid-up Share Capital

During the financial year under review, the Issued and Paid up Share Capital of the Company was increased to Rs, 7,86,41,26,830/- divided into 78,64,12,683 equity shares of face value ofRs, 10/- per share by issuing further 51,38,618 equity shares, out of which 23,18,370 equity shares have been issued on exercise of employee stock options and 28,20,248 equity shares were issued on preferential basis.

OPERATIONAL HOTELS AND UPCOMING PROJECTS

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

The details of operational hotels and upcoming projects are given in the "Corporate Overview" Section of the Annual Report 2017-18.

AWARDS AND RECOGNITION

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

- Winner of FT Arcelor Mittal Boldness in Business Award 2018 for Corporate Responsibility/ Environment

- Ranked 12^th in Asia''s Best Large Workplaces in 2018 by Great Place to Work Institute

- Ranked 4^th in the list of India''s Best Companies to Work for, adjudged by the Economic Times and the Great Place to Work Institute, India

- Recognized by the Economic Times and the Great Place to Work Institute, India, for being among the best in:

(i) the special category of utilizing analytics to drive a great place of work;

(ii) the special category of employer branding.

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

As on March 31, 2018, there were Twelve (12) Directors on the Board of the Company. The list of the Director''s & KMP''s [as per Companies Act, 2013 ("Act")] as on March 31, 2018 given herein below:

s . No.	Name of Directors/KMP''s	Designation
1	Mr. Patanjali Govind Keswani	Chairman & Managing Director
2	Mr. Rattan Keswani	Deputy Managing Director
3	Mr. Niten Malhan	Director
4	Mr. Willem Albertus Hazeleger	Director
5	Mr. Ravi Kantjaipuria	Director
6	Mr. Gopal Sitaram Jiwarajka	Independent Director
7	Mr. Ashish Kumar Guha	Independent Director
8	Mr. Arvind Singhania	Independent Director
9	Mr. Paramartha Saikia	Independent Director
10	Ms. Freyan Jamshed Desai	Independent Director
11	Mr. Pradeep Mathur	Independent Director
12	Mr. Aditya Madhav Keswani	Director
13	Mr. Kapil Sharma	Chief Financial Officer
14	Mr. Nikhil Sethi	Group Company Secretary & GM Legal

CHANGES IN BOARD OF DIRECTORS/KMPs Appointments

During the Financial Year under review, Mr. Patanjali Govind Keswani was re-appointed as Chairman and Managing Director for a period of 5 years commencing from April 1, 2018 to March 31, 2023, which was approved by the Members in the Extra-Ordinary General Meeting held on August 8, 2017.

Further, during the Financial Year under review, Mr. Gopal Sitaram Jiwarajka was re-appointed as an Independent Director of the Company for a period of 5 Years w.e.f. September 18, 2017 to September 17, 2022 which was approved by the Members in the Extra-Ordinary General Meeting held on August 8, 2017.

Further, during the Financial Year under review, Mr. Willem Albertus Hazeleger has been appointed as Non-Executive Additional Director w.e.f August 8, 2017 and has been appointed as a Director in the Annual General Meeting held on September 29, 2017.

Furthermore, during the Financial Year under review, the appointment of Mr. Ashish Kumar Guha, Mr. Arvind

Singhania, Mr. Paramartha Saikia, Mr. Pradeep Gupta and Ms. Freyan Jamshed Desai as Additional Directors in the capacity of Non-Executive Independent Directors, made w.e.f. June 15, 2017 has been regularized in the Extra Ordinary General Meeting held on August 8, 2017.

Furthermore, Mr. Pradeep Mathur has been appointed as an Additional Director in the capacity of Non-Executive Independent Director w.e.f. December 5,2017 and proposed to be appointed as a Director in the ensuing Annual General Meeting. A notice has been received from a Member of the Company proposing his candidature for being appointed as an Independent Director of the Company.

Further, Mr. Nikhil Sethi, Group Company Secretary and GM Legal has been designated as the Compliance officer of the Company in compliance with the requirement of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

In accordance with the Act and the Articles of Association of the Company, 3 (Three) of your Directors, viz. Mr. Rattan Keswani, Mr. Niten Malhan & Mr. Ravi Kantjaipuria retires by rotation, and being eligible, offers themselves for reappointment. Your approval for their re-appointment as Directors is being sought in the Notice convening the Annual General Meeting of the Company.

Resignations/Retirement/Cessation

During the Financial Year under review, the following Directors have resigned from the Board of the Company:

- Mr. Sanjeev Kaul Duggal, Independent Director w.e.f. April 1, 2017;

- Ms. Ila Dubey w.e.f. May 31, 2017;

- Mr. Sachin Doshi w.e.f August 1, 2017; and

- Mr. Pradeep Gupta, Independent Director w.e.f. December 5, 2017

The Board wishes to place on record their sincere appreciation for the contributions made by the outgoing directors during their tenure on the Board.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors has given necessary declarations in terms of Section 149(7) of the Act that they meet the criteria of independence as laid down under Section 149(6) of the Act.

COMMITTEES OF THE BOARD

As on March 31, 2018, your Board has following mandatory Committees:

- Audit Committee;

- Nomination and Remuneration Committee;

- Corporate Social Responsibility Committee; and

- Stakeholder''s Relationship Committee

Apart from the above-mentioned Committees, there are five more committees of the Board i.e. Share Transfer Committee, Share Allotment Committee, Finance Committee, IPO Committee and General Management Committee and the details of the compositions, meetings held during the year and attendance of the Members are given in ''Annexure-1'' to this Report.

The Share Transfer Committee has been dissolved by the Board of Directors on April 2, 2018 and the Stakeholder''s Relationship Committee reconstituted on June 15, 2017 shall exercise all the powers of Share Transfer Committee, as it is empowered to act in accordance with its terms of reference which interalia includes redressing Investor Grievance and allotting or transfer/splitting/consolidation of shares etc.

BOARD MEETINGS HELD DURING THE YEAR

During the Financial Year under review, your Board met 7 (Seven) times and the details of the Board Meetings held indicating number of meetings attended by each Director is provided in the Corporate Governance Report attached as ''Annexure-4'' to this Report.

ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Act, the Board of Directors has carried out an annual evaluation of its own performance including its committees. 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.

POLICIES UNDER COMPANIES ACT, 2013

CODE OF CONDUCT AND VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a mechanism for employees for reporting genuine concerns from reprisal and victimization. The Company has a Code of Conduct and Vigil Mechanism/Whistle Blower Policy which has been disseminated to all the Directors, Officers, Employees and Associates and they are free to report undesirable practices, events, violations/suspected violations of the LTH Code in terms of the policy. The policy is also available in the âInvestor Relations âsection at the Company''s website www.lemontreehotels.com.

During the year under review, no concerns have been received by the Company from any of the Directors, Officers, Employees and Associates.

RISK MANAGEMENT POLICY

The Company has a system in place for identification of elements of risk which are associated with the accomplishment of objectives, operations, development, revenue and regulations and appropriate measures are taken, wherever required, to mitigate such risks beforehand.

The Statutory Auditors and the Internal Auditors report to the Audit Committee during their audit and highlight risk(s), if any, associated with organization and also suggest the appropriate measures, in consultation with the management and the Audit Committee, which can be taken by the company in this regard. The Statutory Auditors also report to the Audit Committee of any instance of no adherence to the procedures and manual which may increase the risk of frauds in the organization.

NOMINATION AND REMUNERATION POLICY

The Company has in place the Nomination & Remuneration Policy which lays down the criteria for appointment, evaluation of performance of Directors and remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees and there has been no change in the policy since the last Financial Year. The Nomination & Remuneration Policy is attached as ''Annexure-2'' to this Report.

During the year under review, the Company has taken necessary approval/recommendation, wherever required, from Nomination and Remuneration Committee in terms of the policy.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Company has in place CSR policy, formulated in terms of provisions of Section 135(4) of the Act read with Rule 6 of the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available in the âInvestor Relations'' section at the Company''s website www.lemontreehotels. com.

In terms of the CSR policy, the Company plans to undertake CSR activities/projects/programs in the areas as specified in Schedule VII of the Act as amended from time to time. However, due to un-availability of average net profit calculated in terms of Section 198 of the Act, the Company was not required to spend on the CSR activities mentioned in the Schedule VII to the Act during the Financial Year under review.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

During the Financial Year under review, your Company has 13 (thirteen) direct subsidiary companies and 8 (eight) indirect subsidiary companies and 2 (two) associate Companies as under:

Direct Subsidiary Companies

Begonia Hotels Pvt. Ltd., Canary Hotels Pvt. Ltd., Dandelion Hotels Pvt. Ltd., Lemon Tree Hotel Company Pvt. Ltd., Oriole Dr. Fresh Hotels Pvt. Ltd., PSK Resorts & Hotels Pvt. Ltd., Red Fox Hotel Company Pvt. Ltd., Sukhsagar Complexes Pvt. Ltd, Fleur Hotels Pvt. Ltd., Carnation Hotels Pvt. Ltd., Grey Fox Project Management Company Pvt. Ltd., Nightingale Hotels Pvt. Ltd and Meringue Hotels Pvt. Ltd.

Indirect Subsidiary Companies

Bandhav Resorts Pvt. Ltd., Celsia Hotels Pvt. Ltd., Inovoa Hotels And Resorts Ltd., lora Hotels Pvt. Ltd., Ophrys Hotels Pvt. Ltd., Hyacinth Hotels Pvt. Ltd., Manakin Resorts Pvt. Ltd. and Valerian Management Services Pvt. Ltd.

Our Associate Companies

Further, during the Financial Year under review, two companies have become our Associate Companies i.e Mind Leaders Learning India Pvt. Ltd and Pelican Facilities Management Pvt. Ltd.

Further, our Subsidiaries Fleur Hotels Pvt. Ltd and Celsia Hotels Pvt. Ltd. are partners of a limited liability partnership, Mezereon Hotels LLP ("Mezereon"), pursuant to an agreement dated January 17, 2015.

In accordance with Section 129(3) of the Act read with Rule 8(1) of Companies (Accounts) Rules, 2014, the consolidated financial statements of the Company and all its subsidiaries, associates and joint ventures have been prepared by the Company and a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement is annexed as ''Annexure-3'' to this Report.

In terms of provisions of Section 136 of the Act, separate audited accounts of the subsidiary companies shall be available on Company''s website at www.lemontreehotels. com. The Company will make available physical copies of these documents upon request by any shareholder of the Company interested in obtaining the same.

These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

CORPORATE GOVERNANCE

Your company has adopted good governance practices and committed to maintain high standards of the Corporate ethics, professionalism and transparency. The Company has adopted polices in line with the governance requirements including policy on Related Party Transactions, policy on material subsidiary, policy for material information and events. Corporate Social Responsibility Policy and Whistle Blower Policy. These policies are available in the ''Investor Relations'' section at the Company''s website www. lemontreehotels.com.

In compliance with the provisions of Regulations 34(3) of the SEBI Listing Regulations, a seperate 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 Listing Regulations forms part of this Report as ''Annexure-4''.

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 decreased from Rs, 32,104.51 Lakhs in the previous year to Rs, 31,879.93 Lakhs in the current year.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Company has an Employee Stock Option Scheme, 2006 and same has been amended and aligned with the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 after taking approval of the shareholders in the Extra Ordinary General Meeting held on August 21, 2017.

Your Company has received a certificate from the Statutory Auditors of the Company that the scheme has been implemented in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014. The certificate would be placed at the ensuing Annual General Meeting for inspection by Members of the Company.

During the Financial Year under review, 23,18,370 options have been vested and exercised by the employees of the Company. Further, during the Financial Year under review, the Nomination and Remuneration Committee, has granted 4,87,000 fresh options to the employees of the Company and its subsidiaries in accordance with its Employee Stock Option Scheme, 2006 after taking requisite approvals.

The applicable disclosures as stipulated under Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plan of the Company are available at the Company''s website at https:// www.lemontreehotels.com/factsheet/Policies/Stock Options March 31 2018.pdf.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

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-6'', to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to 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 had 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 Fairview of the state of affairs of the company at the end of the Financial Year March 31, 2018 and of the profit and loss of the company for the Financial Year;

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

(v) the directors, had 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 had advised 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

Meeting has been omitted and accordingly the proposal for the ratification of the appointment of M/s Deloitte Haskins & Sells, LLP (LLP No. AAB-7837) has not been considered.

The reports given by the Statutory Auditors'' on the Standalone Financial Statements of the Company and the Consolidated Financial Statements of the Company and its Subsidiaries & Associates for the Financial Year ended March 31, 2018 forms part of this Annual Report. There have been no qualifications, reservation or adverse remarks made by the Statutory Auditors in their reports.

Secretarial Auditor

The Board of Directors of the Company has appointed M/s Sanjay Grover & Associates, Practicing Company Secretaries, 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-7'' to this Report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant or material orders passed by the regulators, courts or tribunals having an impact on the future operations of the Company or its going concern status.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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 and security provided in terms of Section 186 (11) of the Act, however, the details of loans, guarantees and investments made by the Company forms part of the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188

In line with the requirements of the Act and the SEBI Listing Regulations, your Company has formulated a policy on dealing with Related Party Transactions (RPTs) which can be accessed in the âInvestor Relations âsection at the Company''s website www.lemontreehotels.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all material transactions between the Company and Related Parties.

The particulars of contracts or arrangements with related parties referred to in Section 188(1), of the Act in the prescribed Form AOC - 2, is annexed as ''Annexure-8'' to this Report. Further, you may refer to Related Party transactions in Note No. 34 of the Standalone Financial Statements.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92, 134(3)(a) of the Act read with Rule 12 of Companies (Management And Administration) Rules, 2014, the details forming part of the extract of the Annual Return in form MGT 9 is annexed as ''Annexure-9'' to this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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 year under review for conservation of energy and technology absorption by the Company in 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 we take the following steps for energy conservation & sustainability:

- Variable Refrigerant Volume (VRV) technology for Air-conditioning systems which saves power up to 20 % as compared to conventional AC systems.

- HRV''s with Thermal Enthalpy Wheels for Heat Recovery from washroom exhausts.

- Introducing chilled water reset through Building Automation (BMS / Automation) to reduce power consumption required for cooling the building.

- Use of Heat Pumps for Heat Recovery - for heating domestic water.

- Installation of Solar Panels for Domestic Hot Water requirements.

- CFL & LED Lighting provides as much light as a conventional bulb yet consumes far Less Energy

- Key Tag Energy Saver System conserves energy in unoccupied rooms

- Natural lighting reduces power consumption dramatically - we are using Glass Windows / Doors .

- Double Glazed Vacuum Sealed Windows conserve Energy and reduces noise

- Auto Time Management for Lighting, Air-conditioning and Ventilation Fans Conserves Energy

- Energy-Efficient Hydro-Pneumatic Systems with VFD motors for water supply ensures constant pressure and reduces load on pumps / Saves Energy.

- LT Voltage Stabilizer for energy saving prevents damage to equipment due to sudden power fluctuations

- Thermal Insulation for the building envelope increases room comfort and conserves energy.

- Renewable Energy in the form of Wind Power is being utilized by our 2 properties in Chennai and is being introduced for Aurangabad & Pune this year.

- We are also using Solar Photovoltaic systems at our Hotels to capture free Solar Energy for reducing the Energy requirement.

- We are using AAC Blocks for our Buildings which are made from Fly ASH - waste material.

- We are using Double (Cavity Walls with XPS Insulation Materials) to reduce requirement of Air-conditioning in the Hotel.

- We are using ECO Friendly Toiletries in our Hotels.

- Our Guests are informed about our Eco-friendly actions.

- We are using CNG / PNG for our hotels as per requirement & availability.

- We are using Automatic Servo stabilizers to control Voltage / current.

Water Conservation

- We are using Aerators / Low Flow Restrictors to reduce water consumption & yet give good flow feeling.

- Rain Water Harvesting protects and replenishes water table - we are doing it at all Hotels.

- Auto Flush for Public Urinals minimizes water wastage-we are using Dual Flushing Units.

- We are using special Species of Plants which need less water.

- We are maintaining Green Belt / Surrounding Area by using Compost & Recycled Water from our own resources.

Waste Management

- Sewage Treatment prevents pollution - We are recycling Sewage Waste Water after Treatment. We are using treated / recycled water for Cooling tower ( AC Use), WC Flushing, Gardening & other general Basement Cleaning requirements.

- We are treating Wet Garbage / Kitchen / Food waste by use of OWC - ORGANIC WASTE CONVERTOR to generate COMPOST for garden use.

Noise Pollution Management

- We are using Double Glazed Vacuum Sealed Windows to reduces external noise level below 50 decibels

- We are using Environmental Seals to prevents entry of noise and smoke (in case of fire) into the room

- We are using Noiseless Generators acoustically insulated, to reduce sound level in the HOTEL 7 to meet SOUND Levels prescribed by DPCC/ CPCB.

Interiors

- We are using MDF, Rubber Wood and Particle Board as recycled materials to save Trees. Operational Practices

- We are using Laundry Paper bags instead of plastic -Environment Friendly

- We are using Recycled Garbage Bags which are Biodegradable & Environment Friendly

- Water Glasses inverted and placed on a cork surface, thereby doing away with plastic covers

- We are supplying Pencils in the Guest Rooms & not Plastic Pens

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 knowhow 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 year 2017-18 has not carried out any activity which can be construed as Research & Development and as of now there is no specific plan for engaging into such activities. As such, there is nothing to report under this section.

C. Foreign exchange earnings and outgo:

The information regarding Foreign Exchange earnings and outgo is mentioned hereunder:

(Rs, in Lakhs)

No.

Particulars

Year Ended March 31, 2018

Year Ended March 31, 2017

Earning in Foreign Currency

2085.99

1,838.03

Outgo in Foreign Currency -Value of Capital Goods Imported on CIF basis -Commission/ Advertisement and business promotion

333.13

24.27

313.15

DIVIDEND ON EQUITY SHARES

Your Directors do not propose any dividend on the shares of the Company for the Financial Year ended on March 31, 2018.

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

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

GREEN INITIATIVE

Statements, Board''s Report along with annexure etc. for the Financial Year 2018 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 a letter, duly signed by the first/sole holder quoting details of their Folio No.

APPRECIATION

For & On behalf of the Board of Directors of

Lemon Tree Hotels Limited

DATE: 25.05.2018 Patanjali Govind Keswani

PLACE: NEW DELHI Chairman & Managing Director

DIN No.00002974

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