ASIAN HOTELS (NORTH) LIMITED/Earnings transcript

September 29, 2023

Recorded Transcript of the 42nd AGM

Issuer IR

ASIAN HOTELS (NORTH) LIMITED

File Name Meeting Date

ASIAN HOTELS (NORTH) LIMITED 29-09-2023

ASIAN HOTELS (NORTH) LIMITED

Mr. Tarun Srivastava

Good morning, Ladies and Gentlemen.

| am Tarun Srivastava, Company Secretary & Compliance Officer of the company. It gives me immense pleasure to welcome you all at the 42™ Annual General Meeting of the company. This AGM is being held through video conferencing or other audio visual means in terms of general circulars issued by the

Ministry of Corporate Affairs and Securities and Exchange Board of India.

| would like to take you through certain important aspects regarding the participation at this AGM.

The company has made all the efforts to enable the members to participate through video conferencing and to vote electronically. The video conferencing platform for convening this meeting and that for the electronic voting i.e. remote E- voting as well as E-voting facility during the AGM has been provided by

Kfin Technologies Limited, the Registrar and Transfer Agent of the company. This facility is available for up to 1000 members on first come, first serve basis except for the large shareholders, promoters, institutional investors, directors, key managerial persons, the Chairpersons of the Audit Committee,

Nomination and Remuneration Committee and Stakeholders’ Relationship Committee and Auditors 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 22-23 along with the notice of the AGM has been sent to all the members holding shares in de-materialized mode and whose e-mail addresses are available with the depository participants as well as to the other members holding shares in physical mode whose e-mail addresses are registered with the Company or our RTA for communication purposes.

As the AGM is being held through video conference, therefore the facility for appointment of proxies are dispensed with. The Company has also received authorizations under section 113 of the Companies Act

2013 from the 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 vote earlier through remote E voting will have an opportunity to cast their votes during the meeting. Members are requested to refer to the instructions provided in the notice for a seamless participation through video conference. In case members face any difficulty, they may reach out on the helpline number provided in the notice. Participation of members through video conference is being reckoned for the purpose of quorum as per the circular issued by the Ministry of Corporate Affairs and provisions of the Companies Act 2013. Accordingly, | have been confirmed that we have the requisite guorum to conduct the proceedings of the meeting. Now, | take this opportunity to introduce the directors and other dignitaries who have joined this meeting. On the dias in the centre is Mr. Amritesh

Jatia, Chairman and Managing Director of the company. He is attending this meeting from the Registered

Office, New Delhi.

Mr. Amritesh Jatia

Hello.

File Name Meeting Date

ASIAN HOTELS (NORTH) LIMITED 29-09-2023

Mr. Tarun Srivastava

On the right of Mr. Jatiaji is Mr. Ashish Dhanuka, Executive Director and Chief

Financial Officer of the company. He is also attending this meeting from registered office, New Delhi.

Now | would like to introduce other directors and auditors joining video conferencing from their respective locations. Mr. Sanjeev Agarwala, Independent Director of the company. He is the Chairman of the Audit Committee and he is joining this meeting from Dubai. Welcome Sir.

Miss Mita Jha, Independent Director of the company. She is joining this meeting from Mumbai welcome

Ma'am.

Miss Preeti Gandhi, Independent Director of the company. She is also the Chairperson of the Nomination and Remuneration Committee and Stakeholders’ Relationship Committee. She is joining this meeting from Kolkata. Welcome ma’am.

Mr. Akhilesh Bhuwalka, Non Executive Director of the company. He is joining this meeting from

Kolkata.Welcome Sir.

Mr. Vijay Kale, partner of M/s. V. V. Kale and Co., Chartered Accountants, statutory auditors of the company has joined this meeting from his office in Noida. Welcome Sir.

Mr. Shashikant Tiwari, partner of Chandrasekaran Associates, 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 for the today's meeting. Welcome Sir.

Now it's time for the Chairman's welcome address. | request Mr. Amitesh Jatia ji to kindly address the meeting with his welcome speech.

Mr. Amitesh Jatia

| welcome you all to the 42" Annual General Meeting for your company. | believe you must have gone through the annual report for the year 31% March 23, which has been with you for some time.

After the pandemic, the hospitality industry has rebounded and your company is no exception. The hotel operations of your company has shown a good response during the year under review. As a result, the revenue from operations for the year under review showed a remarkable increase over the previous financial year.

Your company pursuing the highest standards of hospitality, safety and quality has explored new initiatives to uplift revenue and has maintained its market positions despite difficult times and increasing competition. The company has also now shown strong revival signs after the pandemic as travel restrictions have been uplifted and demands for staycations and domestic travels along with national travels has been significantly increased.

| would like to thank our members for their forbearance and continued support in these challenging times. | would also like to extend my gratitude to all the employees for their continuous dedication and finally 1 would like to thank my fellow Board members, auditors, bankers Hyatt International for their unstinted support, encouragement and guidance. Thank you. Over to you Tarun.

Mr. Tarun Srivastava

Thank you Sir.

File Name Meeting Date

ASIAN HOTELS (NORTH) LIMITED 29-09-2023

The register of directors and key managerial person and register of contracts or arrangements are available at the register office of the company electronically at K Fintech platform till the conclusion of this meeting for inspection by the members. Members seeking to inspect such documents can send their request to [email protected] Members of the company who held shares in physical form or in de-materialized form as at the close of business hours as on the cut off date i.e. Friday the 22"

September 2023, are entitled to vote on 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 instapoll at the AGM.

The remote E voting facility was opened from 9:00 AM on Tuesday the 26% September 2023 up to 5:00

PM on Thursday the 28" September 2023. As the notice of the AGM has already been circulated, it may be taken as read. With the permission of the chair, | would like to explain to the members the objective implications of each agenda item sequentially.

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

Item number 1 relates to consideration and adoption of the annual audited financial statements of the

Company for the financial year ended 31% March 2023 and auditors report and directors report theiron and is being taken up as an ordinary resolution.

May | inform the esteemed Members that there are no adverse qualification, observation or comments in the Auditors’ report on the financial statement for the financial ended 2022-23 in view of the same with the permission of the Chair and the members present the same may be taken as read. further, the

Secretarial Auditors in their report dated 26" May 2023 have expressed modified opinions in respect of the following points.

Point number one, as on 31% March 2022, the company falls under the category of top 2000 listed entities on the basis of the market capitalization and consequent upon the resignation of Mr. Rajiv

Uberoi . The Company is not having minimum number of directors as prescribed in Regulation 17 (1C) of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from 10% of April 2022 to till 6 of July 2022.

In pursuant to the above point, the management clarified that the casual vacancy arised due to the designation of Mr. Rajiv Uberoi, Independent Director which was filled within three months from the date of the resignation. 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 and as per the Regulation

17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Point number two, Since Company does not have any regular Non Executive Chairperson and consequent upon the resignation Mr. Rajeev Uberoi, Independent Director, the minimum number of

Independent Director on the Board of the Company falls below prescribed limit as per Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 from 10% April 2022 till 6 of July 2022.

In pursuant to the above point, the management clarified that the casual vacancy arised due to resignation of Mr. Rajiv Uberoi, Independent Director which was filled within three months from the date of resignation. Since then the independent Directors are as per the prescribed limit. The company

File Name Meeting Date

ASIAN HOTELS (NORTH) LIMITED 29-09-2023 has adhered to the optimum combination of Board of Directors as per Regulation 17 of SEBI {Listing

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

Now we are resuming with the agenda items.

Item number 2 relates to the appointment of Mr. Ashish Dhanuka, as a 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 re-appointment of Ms Mita Namonath Jha as an

Independent Director for a term of six months with effect from 7% July 2023 to 6" January 2024 and is being taken up as a special resolution.

We may now proceed with the question answer session. The company has received request from few members who have registered themselves as a speakers at the meeting. Accordingly, the floor will be open for those members to ask question or express their views. Please note that the company reserved 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. Audio visuals will be provided only during the questions and answer session as per pre registration. Before we go live with the guestion and answer, here are some points to note for the convenience of speaker members. The guestion 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 location. Once members have asked their questions, they must switch off the video and mute themselves. To avoid repetition, the chairman or directors will respond to all the questions including the ones directly received by the company at the end, now request Mr. Rajkumar Kale ji to kindly start the guestion and answer session. Thank you.

Mr. Rajkumar Kale

Thank you Sir. Now | will call all the preregistered speakers 1 by 1. The first registered speaker is Mr. Lokesh Gupta from Delhi. | request Mr. Lokesh Gupta Ji to unmute his audio switch on the camera to proceed further. Lokesh ji Please unmute yourself and proceed, Sir. Lokesh ji Please proceed,

Sir.

Mr. Lokesh Gupta

Hello Sir§ Sf FT 39 Hg go OT © 8?

Mr. Rajkumar Kale:8 7 ST TX SIfelT &X|

Mr. Lokesh Gupta

Chairman ¥X # Lokesh Gupta JTIehr 37% amass Fr board members FT Fa hdr g excellent chairman speech 8 T&T fT T5@#H company & FIA 3X dew & aN # #9

E32) Kher) Sdn, 893 FIT FH FH [A shareholder & dg fea oft ae Ima # old gH physical meeting 9X SIT & IR SH mode TX #r Aer § TX 3 gral festival seasons §AR ow fora

Th TF em AR demand FFT alk & ager oer 30 aR # off SasT WX feo # off nef

G-20 B37 § &H world leadership HT TE §¢ W § W ITH GWA GU GANT FA FIR § TW

Mel 3k I FH FAlBT TW HIE expansion plan 8 HART dl 38% SX H SAU EX Sh 8X

File Name Meeting Date

ASIAN HOTELS (NORTH) LIMITED 29-09-2023

3 RX faeara ik mah leadership TX faeara § Sr sf 3m company & §R & decision oidl

FH 30% TT Gg § &F Teel fT shareholder § WT MH EN Fa sh ET mW wed #7 & secretarial department hl Sgd-sgd gegare Hw fog dig dg meeting r=) EIEGH F fw BH gard § Tor fore og te § 3 1 Fm § OW FH WT H Uh aR OH gd § Afra

HOE aT SRY & secretary * UH SRR Sd § & GHAEAT H FA iar § HR qu coporate FH 39 Aer & HY Teh HTS portal gH Aer & EES gar portal 9¥ AGM FET dr

PAN India & shareholder 39 Aer 9s &X ELIE Uh IR Id H H amg mae Rv

3TTohT leadership H secretary Ea) Sgd-sigd geqdIg ar g Seger Sclell excellent shlH [EZ] #

SY BH 3MIH F$ UIT § thank you sir

Mr. Rajkumar Kale

Thank you. Lokesh ji The next registered speaker is Mr. Chetan Chadha from New

Delhi. Currently he is not available Sir. We will move to the next speaker. The next speaker is Mr. Santosh

Bhutani from Delhi. | request Mr. Santosh ji to unmute his audio and switch on the camera to proceed further. Santosh ji please unmute and proceed Sir. Since there is no response from Mr. Santosh, we will move to the next speaker. Next speaker is Mr. Yashpal Chopra from Delhi. | request Mr. Yashpal Ji to unmute his audio and switch on the camera to proceed further.

Mr. Yashpal Chopra

Hello. Hello. Am | audible, Sir?

Mr. Rajkumar Kale

Sir. You are audible, Sir. Please proceed.

Mr. Yashpal Chopra

OK, Sir. Sir, | am a very old shareholder of the company. My client ID is 10592847 speaking from Delhi. Yeah, | have been a great fan of Mr. Jatia family because you see that | am a shareholder of the company for the last more than 25 years. So this is a matter of pride for me that the company which has virtually ruined and during this COVID time. So now that is coming up like anything and | know there's a current period, as current year | can call it is a fantastic year because there is a boom for tourism industry and because the people have realized the {14:58-15:06) no sound.

Mr. Rajkumar Kale

Yashpal ji, hello yashpal ji please unmute and Proceed Sir.

Mr. Yashpal Chopra

Hello. Hello. Am | audible now?

Mr. Rajkumar Kale

Yes, Sir. Yes Sir audible , Please proceed.

Mr. Yashpal Chopra

Sir, | wanted to say that the last year the performance was quite good in spite of the uneconomical condition of the worldwide and even the liquidity crunch was large in our country but as the people have realized the value of their life, they have got the concept called shel FT & That is why there is rush for tourism. So there is rush for the hotels, there is rush for the railways. So | tell you there are coming time for our hotel industry, our particularly our hotel because our is the prestigious hotel at the Prime site in Delhi is excellent Sir, even this G-20 has exposed that the hospitality at our hospital, at our hotel, | am sorry to say, So | think that the coming time we can be proud of and before and | pray God for the positivity and | would thank our corporate governance, our companies secretary for getting a chance to speak. Best of luck. Jai Hind, Thank you.

File Name Meeting Date

ASIAN HOTELS (NORTH) LIMITED 29-09-2023

Mr. Rajkumar Kale

Thank you, Sir. We will move to the next speaker. The next speaker is Mr. Sanjay

Khatpal from New Delhi. | request Mr. Sanjay to unmute his audio, switch on the camera to proceed further.

Mr. Sanjay katpal

FY 37aTeT 37 Wr & TW?

Mr. Rajkumar Kale

BT Sir sir

Mr. Sanjay katpal

GY gel dr #H sgd & T Fgem TET FT excellent chairman speech RS ores

&H Ug IT ToT Th FAT attraction © company 7 3k Fr progress & company HT FX IX doubts clear gv gq ART chairman speech aT LOE F irk ar ar & 9S dredr g 31 question # #1 F& HAT § Tg TOT TIN UH TAT FAY AT AS FH HTH VC meeting aT attend =I @<eh physical meeting attend RIT aa sigd TOT TPTAT AT oifehe] aad ded dr ad § 39 THT Hig Hem AE oF @§ § HS ad Ag TW FH wait HIG § 3TH 3H hae

Fr wT ofr # hgell Tam Fr excellent arrangement excellent VC meeting , arrangement that all secretarial department and also best direction given by our company secretary. 93 # Ug Slee] dTgd

§ 7 39 Ag SasU fF 397 12 AQ fr RE F806 @ growth gM JH FAT EAR progress

Fear 3 Fr FANT company 8 3 Teal please 8 aH BH ddgU thank you sir.

Mr. Rajkumar Kale

Thank you Sir. Sir with this we have completed the speaker session and | hand the chair back to you Sir.

Mr. Amritesh Jatia

Thank you everyone for your kind comments. | think over the next 12 months, you know the company will only see better days. G-20 for us was very good. We had the Italian Prime

Minister and the Singapore Prime Minister stay with us, which was all over social media and on the in the newspapers. Moving forward, | think with tourism industry getting a boost because of growing Indian economy, the hotel will do better and the company should perform better in the coming years. Thank you. .

Mr. Tarun Srivastava

Thank you sir, | believe that we have answered all the queries still some members have questions. They can send their queries to the e-mail ID dedicated to the investors, that is [email protected]

| would now like to inform the Members that the Board of Directors had appointed Mr. Rupesh Agarwal, failing in Mr. Shashikant Tiwari Partners, Chandrasekhar Associates, Company Secretaries as the

Scrutinizers for conducting the Remote E voting process as well as the E Voting, E conducting Remote E voting process as well as the E voting process at the AGM in a fair and transparent manner. The

Scrutinizers shall prepare a consolidated Scrutinizers report of the total votes cast in favour or against, if any, not later than the prescribed time, and shall submit the same to the Chairman of the 42" Annual

General Meeting of the Company or in his absence, to Mr. Sanjeev Agarwala, Independent Non Executive

Director and Chairman of the Audit Committee, as authorized by him. Whereupon the Chairman or Mr.

Sanjeev Agarwala as the case may be, shall declare the results forthwith. Immediately after declaration,

File Name Meeting Date

ASIAN HOTELS (NORTH) LIMITED 29-09-2023 the said results shall be uploaded on the company's website and displayed on the notice board of the company at its registered office for the information of members. Similarly, the saidresults shall be uploaded on the website of the RTA and be intimated to the stock exchanges forthwith.

Now, on behalf of the Chairman, | request the registrar and transfer Agent to open the INSTA poll, i.e. electronic voting at the AGM. May | 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 video conferencing 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 vote. 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 receipts of the scrutinizers report, but not later than the prescribed time. Subject to the requisite majoritythe resolutions as set forth in the notice shall be deemed to be passed today. Now | request Mr. Chairman to deliver his concluding remarks. Thank you.

Amritesh Jatia

Dear Members. | thank you all for your active and constructive participation in the meeting. Further, | take this opportunity to convey our appreciation for your continuous support over the years and especially during these challenging times. And now | hereby declare the proceedings as closed.

| wish all the Members a safe and healthy future. Thank you.

Mr. Tarun Srivastava

Thank you everyone.

Mr. Raj Kumar Kale

Thank you.