Recorded Transcript of the 43rd AGM

Mr. Tarun Srivastava

I am Tarun Srivastava, Company Secretary and Compliance Officer of the company. It gives me immense pleasure to welcome you all at the 43rd Annual General Meeting of the company. This AGM is being held through videoconferencing or other audio visual means in terms of general circulars issued by the Ministry of Corporate Affairs and Securities and

Exchange Board of India.

I would like to take you through certain important aspects regarding the participation in this AGM.

The company has made all the efforts to enable the members to participate through videoconferencing and to vote electronically. The videoconferencing platform for convening this meeting and that for electronic meeting voting, that is remote e voting as well as e voting facility during the AGM has been provided by KFin Technologies Limited, Registrar and Transfer Agent of the company. This facility is available for up to thousand members on a first come, first serve basis except for the large shareholders, promoters, institutional investors, directors, Key Managerial Persons, the Chairperson of the Audit Committee,

Nomination Remuneration committee and Stakeholders Relationship Committee. Auditors are also who are allowed to attend the AGM without any restriction on account of first come, first serve basis.

The members who have joined this meeting are kept on mute mode by the host to avoid any disturbance arising from the background noises and to assure smooth and seamless conduct of the meeting.

The soft copy of the Annual Report for the financial year 2023-24 along with the notice of the AGM has been sent to all the members holding shares in the dematerialized form and whose email addresses are available with the depository participants, as well as to the all other members holding shares in physical mode and whose email addresses are registered with the company or with our RTA for communication purposes.

As the AGM is being held through videoconferencing therefore, the facility for appointment of proxies was dispensed with. The company has also received authorizations under section

113 of the Companies Act 2013 from corporate shareholders. The company has provided the facility to cast the votes electronically on all resolutions set forth in the notice. Members attending the AGM who have not cast their votes earlier through remote e voting will have an opportunity to cast their votes during the meeting. The members are requested to refer to the instructions provided in the notice for a seamless participation through videoconferencing. In case members have faced any difficulty, they may reach out on the helpline numbers provided in the notice. Participation of members through videoconferencing is being reckoned for the purpose of quorum as per the circulars issued

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ASIAN HOTELS (NORTH) LIMITED 27-09-2024 by the Ministry of Corporate Affairs and Provisions of the Companies Act 2013. Accordingly,

I have been informed that we have the requisite quorum to conduct the proceedings of the meeting. So now I take this opportunity to introduce the directors and other dignitaries who have joined this meeting. On the dais in the center is Miss. Preeti Gandhi. She is the

Independent Director and Chairperson of the company also. Miss. Gandhi is also the chairperson of the Audit Committee and Stakeholders Relationship Committee. On the right of Miss. Gandhi is Mr. Krishna Kumar Acharya. He is the Executive Director of the company.

On the right of Miss. Gandhi is Dr. Arun Gopal Agarwal. He is the Executive Director of the company. All are attending this meeting from the registered office, New Delhi. Now I would like to introduce directors and representative of auditors joining through videoconferencing from their respective locations and other directors also. So, Arjun ji is here. Mr. Arjun

Raghavendra Murlidharan. He is the Independent Director of the company. He is joining this meeting from New Delhi. Welcome sir.

Mr. Arjun Raghavendra Murlidharan

Thank you.

Mr. Tarun Srivastava

Mr. Naresh Kumar Jain, Independent Director of the company. He is joining this meeting from Wayanad, Kerala. Welcome sir.

Mr. Deena Nath Pathak, Independent Director and Chairman of the Nomination and

Remuneration Committee of the company is joining this meeting from New Delhi. Welcome sir.

Mr. Deena Nath Pathak

Hello. Hello.

Mr. Tarun Srivastava

Mr. Sunil Upadhyay, Chief Financial Officer of the company has joined the meeting through videoconferencing from registered office of the company, New

Delhi. Welcome sir.

Mr. Varad Kale is the partner of M/s. V.V. Kale & Co., chartered accountants, statutory auditors of the company. He has joined this meeting from his office in Noida. Welcome

Varad .

Mr. Shashikant Tiwari, partner of Chandrasekaran Associate, Company Secretaries who are the Secretarial Auditors of the company, has joined this meeting from his office in New

Delhi. Mr. Shashikant Tiwari is also the scrutinizer in today's meeting. Welcome Sir.

Now it's time for the chairperson's welcome address. I request Miss. Preeti Gandhi to kindly address the meeting with her welcome speech.

Miss. Preeti Gandhi

Good morning ladies and gentlemen.,

I welcome you all to the 43rd Annual General Meeting of your company. On behalf of the

Board of Directors, it is my pleasure to thank each one of you for joining this virtual meeting. I trust you have reviewed the annual report for the year ending March 31, 2024

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ASIAN HOTELS (NORTH) LIMITED 27-09-2024 which has been shared with you. Your company, committed to the highest standards of hospitality, safety and quality, has explored new initiatives to uplift revenue and has maintained its market position despite difficult times and increasing competition. The company's revenue from operations for the year under review showed significant growth over the previous financial year, driven by the rising demand for staycations, domestic and international travel, and geopolitical events such as the G20 summit. As such, we are proud to report a remarkable performance during this challenging year. During the year under review, total revenue from operations for the financial year 2023-24 was higher at 298 crores as compared to 256 crores in the previous financial year, marking an increase of

16.54 percentage. Revenue from food and beverages experienced a modest rise of 5.95% and the room revenue surged by 32.96 percentage compared to the previous financial year.

Total income for this year was 300 crores, reflecting a 16.54 percentage over the previous year income of 257 crores. The company reported a net loss of 87.5 crores this year compared to the net loss of 84.82 crores in the previous financial year. Due to the lack of profitability, your directors were unable to recommend dividend for the year 2023-24. I sincerely thank our members for their forbearance and continued support in these challenging times. I would also like to express my deepest appreciation to all the employees for their unwavering dedication and support. Additionally, I extend my gratitude to Mr.

Amritesh Jatia, former Chairman and Managing Director of the company, my fellow board members, auditors, bankers, lenders and Hyatt International for their steadfast support, encouragement and guidance. Thank you. Over to you Tarun.

Mr. Tarun Srivastava

Thank you ma'am.

The registers of directors and key management person and the Register of Contracts or arrangements are available at the registered office of the company and electronically at

KFin Tech platform till conclusion of this meeting for instruction by the members. Members seeking to inspect such documents can send their request to [email protected]. The members of the company who held shares in physical form or in demateralized form as at the close of the business on the cutoff date that is

Friday, September 20, 2024, are entitled to vote on the proposed resolutions and their shareholding on such date is to be reckoned for the purpose of arriving at the results of the remote e voting and insta poll at the AGM.

The remote e voting facility was open from 09:00 a.m. on Tuesday, September 24, 2024 up to 05:00 p.m. on Thursday, September 26, 2024. As the notice of the AGM has been circulated, it may be taken as read. With the permission of the chair, I would like to explain to the members the objective and implementation of each agenda item sequentially.

There are five resolutions in the notice to be approved by the members at this AGM.

Item number one relates to consideration and adoption of the annual audited financial statements of the company for the financial year ended on March 31, 2024 and auditor's report and directors report thereon and is being taken up as an ordinary resolution. May I

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ASIAN HOTELS (NORTH) LIMITED 27-09-2024 inform the esteemed members that there are no adverse qualifications, observation or comments in the statutory auditor's report on the financial statement for the financial year

2023-24. In view of the same, with the permission of the chair and members present, the same may be taken as read. The Secretarial Auditors in their report dated May 28, 2024 have expressed modified opinions in respect of the following points.

The point number one is as on March 31, 2024, the company falls under the category of top

2000 listed entities on the basis of market capitalization and consequent upon the retirement of Miss. Mita Jha, the company is not having minimum number of directors as prescribed in regulation 17(1)(C) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 from January 7, 2024 till March 15, 2024. In pursuant to the above point, the management clarified that the company was in process of evaluating right candidate and such position was duly filled on March 16, 2024. Since then, the minimum number of directors are as per the prescribed limit. The company has adhered to the optimum combination of Board of Directors as per regulation 17 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015.

Point number two since company does not have any regular non executive chairperson and consequent upon the retirement of Miss. Mita Jha, Independent Director, the minimum number of independent directors on the board of the company falls below prescribed limit as per regulation 17(1)(B) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 from January 7, 2024 till March 15, 2024. In pursuant to the above point, the management clarified that the company was in process of evaluating the right candidate and said position was fulfilled on March 16, 2024. Since then, the minimum number of independent directors are as per the prescribed limit. The company has adhered to the optimum combination of Board of Directors as per Regulation 17 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015. That's all.

Now we are resuming with the agenda items.

Item number two is a special business relating to the appointment of Dr. Arun Gopal

Agarwal ji as the Director of the Company liable to retire by rotation and is being taken up as an ordinary resolution.

Item number three is a special business relating to the appointment of Dr. Arun Gopal

Agarwal ji as Whole Time Director of the company for a term of one year with effect from

July 30, 2024 to July 29, 2025 and is being taken up as a special resolution.

Item number four is a special business relating to appointment of Mr. Krishna Kumar

Acharya ji as the Director of the company, liable to retire by rotation, and is being taken up as an ordinary resolution.

Item number five is a special business relating to appointment of Mr. Krishna Kumar

Acharyaji as a Whole Time Director of the company for a term of one year with effect from

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ASIAN HOTELS (NORTH) LIMITED 27-09-2024

August 12, 2024 to August 11, 2025 and is being taken up as a special resolution. We may now proceed with the question and answer session. The company has received requests from few members who have registered themselves as a speaker shareholder at the meeting. Accordingly, the floor will be open for those members to ask questions or express their views. Please note that the company deserves the right to limit the number of members asking questions depending on the availability of the time at the AGM. For smooth conduct of the meeting, the members will be in mute mode. Audiovisuals will be provided only during the question and answer sessions as per the pre registration. Before we go live with the question and answer, here are some points to note for the convenience of speaker members. The question and answer session will be anchored by the moderator and he will call the pre registered speakers to come up one by one and ask queries or provide suggestions by unmuting their microphone and switching on their video. Members are requested to mention their folio number, DPID client id and entry location. Once a member have asked their questions, they must switch off the video and mute themselves. To avoid repetition, the chairman or chairperson or directors will respond to the questions, including the ones directly received by the companies at the end. Now I request Mr. Rajkumar Kale ji to kindly start the question and answer session. Thank you.

Moderator (Rajkumar Kale): Thank you, sir.

Now we will invite the first speaker, Mr. Praveen Kumar. Mr. Praveen Kumar from Delhi. We request you to unmute your audio.

Mr. Praveen Kumar

A very, very good morning to my respected chairperson madam, esteemed Board of Directors, my fellow shareholders. Myself, Praveen Kumar, joining this meeting from New Delhi. I have few observations which I love to share with the entire house. But before that under review, this is our first interaction with the management. So I wish the entire management team, each and every dedicated employee of a company, a happy, healthy and prosperous future. Coming down to my observation, respected chairperson madam, it was the most in depth address to the shareholder. It is very, very informative for retail investors like me. I am very, very thankful for your hard work preparing this annual letter to the shareholder and I am with the company for more than decades and I have the deepest respect of the entire management team. Now Covid is behind us. The future is look so bright to me and I have great faith and my hard earned money will be in safe hand and future look very very bright and I'm very very thankful to our respected company secretary for bringing out higher standard of corporate governance with a retail investor. During the course of year if you have any update there will be a timely reply. So he is the biggest asset as far as the company. As far as the communication is concerned that truly boosts our morale as far as investment in the company is concerned.

Great company future look very very bright to me and my hard earned money into the safe hand end and I'm very very thankful. At the end I just pray to the God that he will bless you with all the positivity so that you will keep this momentum of job creation, wealth creation

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ASIAN HOTELS (NORTH) LIMITED 27-09-2024 and CSR initiative taking to the near eye. Thank you. Thank you for this opportunity. Wish you all the luck and all the best.

Miss Preeti Gandhi

Thank you. Thank you so much.

Moderator (Rajkumar Kale): Thank you sir. We will now move on to our next speaker Mr.

Ankur Chadda. As of now Mr. Ankur Chadda has not joined the meeting so we move on to our next speaker Mr. Chetan Chadda. Mr. Chetan Chadda, we request you to unmute your audio, switch on your camera if you desire to do so and proceed please Chetan Chadda we request you to unmute and proceed please. Thank you.

Mr. Chetan Chadda

Myself Chetan Chaddha and I am joining this AGM from New Delhi at my home and I'm really thankful to the entire secretarial team for giving me the chance to speak with you. First of all में हमारे बोर्ड को कं ग्रॅजुलेट करना चाहंगा जो आप लोगो ंने नयी मैनेजमेंट

हमारे साथ जुर्ी हैं और में आप सभी को वेलकम करता हूँ सही दिल से और ये उम्मीि करता हूँ की दजस

प्रकार से हमारे पुराने मैनेजमेंट शेयरहोल्डर को हमेशा अपने फॅ दमली मेंबर की तरह समझती थी और हमारी

कभी भी कोई छोटी से बड़ी कोई दग्रएवान्सेस रहती िी तो हम जब सेक्रे टेररयल में जब भी मेल करते िे तो

कॉम्पदलएंसेस बहुत जल्दी से रेसोल्वे होती िी तो उमीत करते हे ही आनेवाले नयी मैनेजमेंट भी हमारी जो हे

इसी प्रकार से अपने शेयरहोल्डर को फॅ दमली मेंबर के तरह समजेकी और उनेह उसी प्रकार से भी टरीटमेट

दमलेगा दजस प्रकार से वो एक फॅ दमली मेंबर के तरह हे और कभी भी कम्प्लेंट्स उसी तरह रेसोल्वे होगी सर

जो एक हमने काफी कोदवि में काफी बुरा िौर िेखा हैं लेदकन हालात जो है काफी सुधर गए हैं और यह जो

टाइम हैं शायि से हमारे इस आगे फर्स्ड क्वाटडर भी कम्पलीट होने की तैयारी पे होने वाला हैं उसके ररजल्ट भी

आनेवाले हैं तो उसमे हम जो अचीवमेंट्स की हैं उसके बारे में धोड़ा ज़रूर बताये और हमारा नेक्स्ट ईयर का

रोर्मैप लान क्या हैं इसके बारे में धोड़ा ज़रूर बताये और सर एक question मेरा ये भी हे की I want to know whether company planning for any expansion planning to add up new rooms to the hotel ये इसके बारे में थोड़ा जरूर बताये इससे हमारे को काफी अच्छी और बेदनदफट दमलेगी और हम

दर्दवर्ेंट दलर्स् में कब तक आ जाएंगे और शेयरहोल्डर को कबतक अच्छा ररवॉर्ड िे पायेगा इसके बारे में

बोर्ड थोड़ा आप आये हैं तो शेयरहोल्डर की expectations थोड़ी ज़्यािा बड़ जाती हैं कह सकती हैं तो भी

शायि कोदवि दसनेररयो ख़तम हो गया हैं बाकी हमारे में अपनी कं पनी सेक्रे टरी का और उनके पूरे टीम का

बहुत धन्यवाि करता हूँ जीनोने मुझे आपको जोड़ने का मौका दिया Thank you, sir. Thank you so much for giving me this chance today.

Miss. Preeti Gandhi

Thank you so much for your question.

Moderator (Rajkumar Kale): Thank you, sir. We now move on to the next speaker. Mr.

Narendra Singh Chauhan. Mr. Narendra Singh Chauhan. Sir, we request you to unmute your audio.

Mr. Narendra Singh Chauhan

Good morning Chairman, Board of Directors, fellow shareholder

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ASIAN HOTELS (NORTH) LIMITED 27-09-2024

सर में सबसे पहले मॉर्रेटर और सेक्रे टेररयल दर्पाटडमेंट का धन्यवाि करना चाहंगा जीनोने इस क्वाटडर पर

बोलने का मौका दिया. सर जबसे आपने कं पनी को टेक ओवर दकया हैं तबसे हमारा शारेदप्रस अच्छा चल रहा

हैं और अच्छा चलेगा दजस लगन मेहनत और ईमानिारी से आप कं पनी के दलए काम कर रहे हो उसका सीधा

ररजल्ट शेयरहोल्डर को दमलता हैं सर सर हमारी दकसी भी तरह की कोई दग्रएवान्सेस तो होती हैं तो

सेक्रे टेररयल िेपाटडमेटन उसका तुरंत ररलाई दमल जाता हैं सर सर मैंने दसंगल ररक्वे र्स् पे एनुअल ररपोटड की

कॉपी मांगी िी तो कं पनी सेक्रे टरी साब ने मुझे तुरंि उस बेच दिया सर कभी भी हमारे दकसी भी तरह की कोई

भी क्वे रीज होती हे तो तुरंत ररलाई दमल जाता हैं सर सर मुझे पूरा भरोसा हे नए मैनेजमेंट पे पूरे दवस्वास हे हम

अच्छा करेंगे तो सीधा बेदनदफट शेयरहोल्डर को दमलेगा. Thank you, sir, so much. Thank you so much, sir.

Miss. Preeti Gandhi

Thank you.

Moderator (Rajkumar Kale): Thank you, sir. We now invite our next speak. Mr. Ashok

Kumar Jain. Mr. Ashok Kumar Jain, sir you are requested to unmute your audio.

Mr. Ashok Kumar Jain

Hello, am I audible.

Moderator (Rajkumar Kale): Yes, sir, you are audible. Please proceed.

Mr. Ashok Kumar Jain:. Good morning everyone. I have joined this AGM on VC portal. I am

Ashok Kumar Jai joined this AGM from Delhi. The chairman speech was very informative.

My query is that. Hello, am I audible. My query is that I am curious to know the future resume numbers the management is targeting. What are the resume numbers which we can see in the upcoming years and I support all the resolutions. And thanks to the company secretary to join me this AGM on VC portal. Thank you.

Miss. Preeti Gandhi

Thank you so much.

Moderator (Rajkumar Kale): Thank you, sir. We invite our next speaker, Mr. Mahindra Pal

Bhutani. Mr. Mahindra Pal Bhutani. Sir, we request you to unmute your audio and proceed please.

Mr. Mahindra Pal Bhutani

Am I audible, sir?

Moderator (Rajkumar Kale): You are audible, sir. Please proceed.

Mr. Mahindra Pal Bhutani

Good morning. A big thanks to the team of CS for a very informative Annual Report.

Moderator (Rajkumar Kale): Mr. Mahindra Pal Butani. There is a lot of disturbance at your end. Please check.

Mr. Mahindra Pal Bhutani

Sir. Namaskar मेरा आवाज़ क्लियर आ रहे हैं सर, सर पीछे क्योदंक traffic में हैं गड़ी में धोड़ा प्रॉब्लम आ रही हैं एक ही minute में बात complete करूड ूँगा और हमारी कं पनी

क्योदंक अब मैनेजमेंट चेंज हो गए हैं इसके अंिर एक सुधार की और दवस्तार की और आपके प्रयास आगे

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ASIAN HOTELS (NORTH) LIMITED 27-09-2024

बढ़ने की ज़रूरत हैं की हमें लगता हैं की हमारे मैनेजमेंट हमारे अच्छे से जो हे जैसे एक िेश का दवकदसत

भारत का दवज़न प्रधानमंत्री का है और उस िेश में बहुत कु छ हो रहा हैं एयरपोटड बन रहे हैं सड़को ंका सुधार

हो रहा हैं टूररर्स् बर् रहा हैं हमारे िेश में एक रुझान हैं G20 भी गई हैं आगे हमारी कई government के programme रहते है तो में ये समचता हूँ की आनेवाला समय दजसमे चुनौदतयां भी हैं और दजसमे अवसर भी

है तो उसकी बारे में हमारे क्या मैनेजमेंट के कमैंट्स है में CS का धन्यवाि िेता हूँ जीनोने एनुअल ररपोट्डस

समय वालुंग टाइम बेची ं और बैलेंस शीट के अंतर एनुअल ररपोटड में और मैनेजमेंट दर्सकसोईन और

एनादलदसस ररपोटड में मेरे सारे क़ु एक्लस्तओन्स कवर होगया और अभी को मुझे कोई क़ु एक्लस्तओन्स नही ंहै I as a shareholder I wish the company all the best and hope to see a healthy growth in business and size of the company. May God fulfill all your wishes and keep you all happy, healthy and safe. Greetings to (voice breaking).

Moderator (Rajkumar Kale): Thank you, sir. So with this we have completed calling. We hand over it back to you, sir. Thank you.

Mr. Tarun Srivastava

Sir. Actually we missed your voice, sir.

Moderator (Rajkumar Kale): The speaker session is done, sir. All the speakers are done, sir. You can continue sir. Thank you.

Mr. Tarun Srivastava

Okay, so I request Ms. Preeti Gandhi to give the answers to the questions of the shareholders.

Miss Preeti Gandhi

So regarding the future plans. First of all we really appreciate your trust and support. We have a great team here who is dedicated and continuously working overtime to do their best. The future looks bright. We are continuously looking at upgrading the hotel, the amenities to provide our guests with a holistic experience and we are sure that these will help us in achieving the numbers that we were looking to achieve. And the future definitely looks bright. Any other questions?

Mr. Tarun Srivastava

There was no other question. So I think, I believe we have answered the queries and the greetings of the shareholders has been taken. So still if members have some questions they can send their queries to the email id dedicated to the members of the company that is [email protected]. So now I would like to inform the members that the board of directors had appointed Mr. Rupeesh Agarwal failing him. Mr. Shashikant

Tiwari failing him Mr. Lakhan Gupta, partners of Messer Chandrasekharan and Associates as the scrutinizers for conducting the remote e voting process as well as the e voting process at the AGM in a fair and transparent manner. The scrutinizer shall prepare a consolidated scrutinizer report of the total votes cast in favor or against if any not later than the prescribed time and shall submit to the chairperson of the 43rd Annual General Meeting of the company or in her absence to Dr. Arun Gopal Agarwal, Executive Director of the company as authorized by her whereupon the chairperson or Mr. Agarwal as the case may be, shall declare the results forthwith. Immediately after declaration, the said results will be uploaded on the company's website and displayed on the notice board of the company as at

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ASIAN HOTELS (NORTH) LIMITED 27-09-2024 the registered office for the information of the members. Similarly, the said results shall be uploaded on the websites of the RTA and same shall be intimated to the stock exchanges forthwith. Now on behalf of the chairperson, I request the Registrar and Transfer Agent to open the insta poll that is electronic voting at the AGM. May I request those members attending this meeting who have not cast their votes earlier through remote e voting to proceed and cast their votes now. This facility is available on the videoconferencing screen in the form of a thumb sign. The members may click on the same to take them to the insta poll page where they can exercise their votes. This electronic voting window is open for next 15 minutes. As informed earlier, the consolidated results of the remote e voting and insta poll shall be declared and intimated to the concerned authorities immediately upon the receipt of the scrutinizers report, but not later than the prescribed time. Subject to the requisite majority, the resolutions set forth in the notice shall be deemed to be passed today. Now I request Miss Chairperson to deliver her concluding remarks. Thank you.

Miss Preeti Gandhi

Dear members, thank you all for your active and constructive participation in the meeting. I take this opportunity to express our appreciation for your continuous support over the years, especially during difficult times. I hereby declare the proceedings as closed. Wishing all the members a safe and healthy future. Thank you.

Mr. Tarun Srivastava

Thank you. The proceedings of the meeting shall be closed post insta voting. Thank you so much to all the members and dignitaries who have joined the meeting. Thank you, sir.

Moderator (Rajkumar Kaliji): Now the Insta poll video will play for ten minutes. Thank you.