EIH : Oberoi Kerala Hotels and Resort

DIRECTORS' REPORT

To

The Members

Oberoi Kerala Hotels and Resorts Limited

The Board presents the Thirtieth Annual Report with the Annual Audited Financial Statement and Auditor's Report for the Financial Year ended 31st March 2024.

FINANCIAL HIGHLIGHTS

The Company has incurred loss of Rs. 0.93 lacs during the Financial Year 2023-24 as against profit of Rs. 0.21 lacs during the previous year. The accumulated losses as on 31st March 2024 are Rs. 82.5 lacs.

There has been no significant change impacting the Company's financial standing between the conclusion of the Financial Year covered by the Financial Statement and the date of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

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

1. in preparing of the annual accounts, applicable Accounting Standards have been followed and that there are no material departures;
2. the Directors selected such accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year of the profit and loss of the Company for that period;
3. the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. the Directors ensured preparation the Annual Accounts of the Company on a "going concern" basis; and
5. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

TRANSFER TO RESERVES

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

DIVIDEND

Your Directors do not recommend dividend to the Shareholders of the Company for the Financial Year 2023-24.

BOARD MEETINGS

During the year, the Company held four Board Meetings on 12th May 2023, 03rd August 2023, 18th October 2023 and 19th January 2024. All the meetings during the Financial Year 2023- 24 were held through video conferencing as per the circulars issued by the Government of India, Ministry of Corporate Affairs.

The attendance of the Directors in the Board Meetings are as under:

Name of the Director	Number of Meetings Attended / held
Mr. Arjun Singh Oberoi	4 / 4
Mr. Vikramjit Singh Oberoi	3 / 4
Mr. Tej Kumar Sibal	4 / 4
Dr. Manoj Kumar K	1 / 4
Mr. Srinivas Kukatlapalli Shashidhar*	0 / 1
Mr. Krishnan Kutty Biju**	1 / 1

• relinquished his office as Director w.e.f. 22nd July 2023 **appointed as Director in casual vacancy w.e.f 19th January 2024

DIRECTORS

Mr. K. S. Srinivas (DIN: 01644154) relinquished the office of Director of the Company w.e.f. 22nd July 2023. The Board place on record their gratitude for his contribution as Director on the Board.

Mr. Krishnan Kutty Biju (DIN: 05216725) was appointed as Director of the Company by the Board w.e.f. 19th January 2024 in the casual vacancy caused due to the vacation of office by Mr. K. S. Srinivas. The Directors recommend the appointment of Mr. Krishnan Kutty Biju as a regular Director, liable to retire by rotation for approval of the Shareholders.

Mr. Arjun Singh Oberoi (DIN: 00052106) and Dr. Manoj Kumar (DIN: 09450291), are liable to retire by rotation at the ensuing Annual General Meeting, and being eligible for re- appointment, have offered themselves for reappointment as Director on the Board. The Directors recommend re-appointment of Mr. Arjun Singh Oberoi and Dr. Manoj Kumar as Directors on the Board, liable to retire by rotation.

ENERGY CONSERVATION MEASURES & RISK MANAGEMENT

The Company is yet to commence any construction/operation of a hotel. Therefore, Energy Conservation measures, Technology Absorption and Risk Management reviews are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no foreign exchange earnings and outgo expenditure during the year.

EMPLOYEES

The Company does not have employees. Therefore, the provisions of Section 197 of the Act read with Rule 5 (2) of the Companies (Appointment and Remuneration) Rules, 2014 do not apply.

DEPOSITS

During the year, the Company has not accepted Public Deposits.

DIRECTORS' REMUNERATION

None of the Directors were paid remuneration during the year under review.

LOANS, GUARANTEES OR INVESTMENTS

During the year, the Company has not provided any loans or guarantees and has not made any investments under Section 186 of the Companies Act, 2013 and rules made thereunder.

RELATED PARTY TRANSACTIONS

The contracts or arrangements entered into by the Company with Related Parties are in the ordinary course of business and at arm's length price. The Related Party Transactions entered during the Financial Year are given in Note No. 26 of the Financial Statement.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has no subsidiary, associate or joint venture company.

INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Control systems commensurate with the size and operations of the Company.

NON APPLICABILITY OF COMPANY'S COMPLIANCE UNDER PROVISIONS OF THE COMPANIES ACT, 2013

Under the Companies Act, 2013, the Company is not required to comply with the following:

1. Formulation of policy on appointment of key managerial personnel;
2. Policy on Directors appointment and remuneration;
3. Appointment of Independent Directors;
4. Risk Management Policy;
5. Policy on CSR and CSR compliance;
6. Whistle Blower Policy;
7. Board Evaluation process;
8. Maintenance of Cost records;
9. Appointment of Internal Auditor;
10. Appointment of Secretarial Auditor;
11. Provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013;

1. Formation of Audit Committee;
2. Formation of Nomination and Remuneration Committee.

AUDITORS

The Auditors, M/s Ray & Ray (FRN 301072E) were re-appointed as Auditors of the Company who are holding office commencing from the conclusion of the Annual General Meeting held in the year 2022 till the conclusion of the Annual General Meeting to be held in the year 2027.

AUDITOR'S REPORT

The Report of the Auditors does not contain any qualification, reservation, fraud or adverse remarks.

SECRETARIAL STANDARDS

During the year, the Company has complied with applicable Secretarial Standards.

SIGNIFICANT AND MATERIAL ORDERS, IF ANY

During the year, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and of the Company's operation in future.

For and on behalf of the Board

Date: 25/04/2024	Arjun Singh Oberoi	T.K. Sibal
Place: Delhi	Director	Director
	DIN: 00052106	DIN: 00038992

Classification | External

OKHRL - 23-24

FORM NO. AOC.2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with Related Parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis: NA

2. Details of material contracts or arrangement or transactions at arm's length basis:

Name(s) of the	Nature	of	Duration of the	Salient terms	of	Date(s)	of	Amount
related party	contracts		contracts/arrange	the contracts	or	approval by the	paid	as
and nature of	/arrangements	ments/transactions	arrangements	or	Board, if any*		advances,
relationship	/transactions		transactions				if any
				including	the
				value, if any
EIH Limited	Income	under	2023-24	8.83 Lakhs		Not applicable		N.A.
	License
	Agreement
EIH Limited	Payment	of	2023-24	9.13 Lakhs		Not applicable		N.A.
	reimbursements
EIH Limited	Receipt	of	2023-24	2.88 Lakhs		Not applicable		N.A.
	security deposit

*All Related Party Transactions took place during the Financial Year were in the ordinary course and at arm's length, hence approval of Board of Directors was not required.

on behalf of Board of Directors

Date: 25/04/2024	Arjun Singh Oberoi	T.K. Sibal
Place: Delhi	Director	Director
	DIN: 00052106	DIN: 00038992

Classification | External

OBEROI KERALA HOTELS & RESORTS LIMITED
Balance Sheet
As at March 31, 2024
		Rs. in Lakhs	Rs. in Lakhs
	Note	As at	As at
	March 31, 2024	March 31, 2023
ASSETS
Non-current assets
Property, Plant and Equipment	5	203.31	203.31
Total non-current assets		203.31	203.31
Current assets
(a) Financial assets
(i) Trade receivables	6	4.87	2.05
(ii) Cash and cash equivalents	7	6.18	2.31
(iii) Other financial assets	8	23.60	20.92
(b) Current tax assets (net)	9	1.20	0.59
(b) Other current assets	10	-	0.35
Total current assets		35.85	26.22
Total Assets		239.16	229.53
EQUITY AND LIABILITIES
Equity
(a) Equity share capital	11	272.00	272.00
(b) Other equity	12	(82.50)	(81.57)
Total Equity		189.50	190.43
Liabilities
Non-current liabilities
(a) Financial liabilities
Other Non Current Financial Liabilities	13	11.25	-
(b) Deferred Tax Liabilities (Net)	14	0.04	0.04
(c) Other Non Current Liabilities	15	3.45	-
Total non-current liabilities		14.74	0.04
Current Liabilities
(a) Financial liabilities
(i) Trade payables	16	11.87	4.34
(ii) Other Financial Liabilities	17	21.76	34.46
(b) Other Current Liabilities	18	1.29	0.26
Total current liabilities		34.92	39.06
Total Equity and Liabilities		239.16	229.53

The accompanying notes 1 to 36 are an integral part of the financial statements.
For RAY & RAY	For and on behalf of the Board
Chartered Accountants
Anil P. Verma	Arjun Singh Oberoi	T.K. Sibal
Partner	Director	Director
Membership Number 090408
Firm's Registration no. 301072E

Place : New Delhi

Date : 25/04/2024

OBEROI KERALA HOTELS AND RESORTS LIMITED Statement of Profit and Loss

For the Year Ended March 31, 2024

	Note
Other income	19
Total Income
Expenses
Finance costs	20
Other expenses	21
Total Expenses
Profit / (Loss) before Tax
Tax Expense
Current tax	22
Deferred tax	22

Profit / (Loss) for the period

Other Comprehensive Income

Total other comprehensive income for the period, net of tax

Total comprehensive income / (loss) for the period

EARNINGS PER EQUITY SHARE (In INR) FACE VALUE INR 10

Rs. in Lakhs	Rs. in Lakhs
Year Ended	Year Ended
March 31, 2024	March 31, 2023
9.96	9.02
9.96	9.02
1.13	1.54
9.00	6.26
10.13	7.80
(0.17)	1.22
0.76	1.13
-	(0.12)
(0.93)	0.21
-	-
-	-
(0.93)	0.21

(1) BASIC	(0.03)	0.01
(2) DILUTED	(0.03)	0.01
The accompanying notes 1 to 36 are an integral part of the financial statements.
For RAY & RAY	For and on behalf of the Board
Chartered Accountants

Anil P. Verma	Arjun Singh Oberoi	T.K. Sibal
Partner	Director	Director
Membership Number 090408
Firm's Registration no. 301072E
Place : New Delhi
Date : 25/04/2024

OBEROI KERALA HOTELS AND RESORTS LIMITED
Statement of Cash Flows
For the Year Ended March 31, 2024
		Rs. in Lakhs	Rs. in Lakhs
		Year Ended	Year Ended
		March 31, 2024	March 31, 2023
Cash flows from operating activities
Profit / (Loss) before Tax	(0.17)	1.22
Adjustments for
Rent Received		(9.96)	(7.95)
Finance costs		1.13	1.54
Change in operating assets and liabilities
(Increase)/decrease in trade receivables	(2.82)	0.17
Increase/(decrease) in trade payables	7.53	(0.48)
(Increase)/decrease in other current assets	0.35	(0.23)
Increase/(decrease)	in other non current liabilities	-	(0.26)
Increase/(decrease)	in other current financial liabilities	2.88	-
(Increase)/decrease in Other financial assets	(2.68)	(0.20)
Increase/(decrease) in other current liabilities	0.14	(1.05)
Cash generated from operations	(3.60)	(7.24)
Income taxes paid (net of refund)	(1.36)	(1.29)
Net cash used in operating activities	(4.96)	(8.53)
Cash flows from investing activities
Rent Received		8.83	7.95
Net cash inflow from investing activities	8.83	7.95
Cash flows from financing activities
Interest paid		-	-
Net cash used in financing activities	-	-
Net increase/(decrease) in cash and cash equivalents	3.87	(0.58)
Cash and cash equivalents at the beginning of the year	2.31	2.89
Cash and cash equivalents at the end of the period	6.18	2.31

Note:

The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Ind AS - 7 "Statements of Cash Flow".

The accompanying notes 1 to 36 are an integral part of the financial statements.

For RAY & RAY	For and on behalf of the Board
Chartered Accountants

Anil P. Verma	Arjun Singh Oberoi	T.K. Sibal
Partner	Director	Director
Membership Number 090408
Firm's Registration no. 301072E
Place : New Delhi
Date : 25/04/2024

OBEROI KERALA HOTELS AND RESORTS LIMITED

Statement of changes in equity

For the Year Ended March 31, 2024

	Rs. in Lakhs
A. Equity share capital
Balance at April 1, 2022	272.00
Add/(Less): Changes in Equity Share Capital due to prior period errors	-
Restated balance as at April 1, 2022	272.00
Changes in equity share capital during the year	-
Balance at March 31, 2023	272.00
Add/(Less): Changes in Equity Share Capital due to prior period errors	-
Restated balance as at April 1, 2023	272.00
Changes in equity share capital during the year	-
Balance at March 31, 2024	272.00
	Rs. in Lakhs
B. Other equity
	Retained Earnings
Balance at April 1, 2022	(81.78)
Add/(Less): Changes in Equity Share Capital due to prior period errors	-
Restated balance as at April 1, 2022	(81.78)
Profit for the year	0.21
Other comprehensive income/(loss) for the year, net of tax
Total comprehensive income for the year	0.21
Balance at March 31, 2023	(81.57)
Balance at April 1, 2023	(81.57)
Add/(Less): Changes in Equity Share Capital due to prior period errors	-
Restated balance as at April 1, 2023	(81.57)
Profit for the year	(0.93)
Other comprehensive income/(loss) for the year, net of tax	-
Total comprehensive income for the year	(0.93)
Balance at March 31, 2024	(82.50)

The accompanying notes 1 to 36 are an integral part of the financial statements.

For RAY & RAY	For and on behalf of the Board
Chartered Accountants

Anil P. Verma	Arjun Singh Oberoi	T.K. Sibal
Partner	Director	Director
Membership Number 090408
Firm's Registration no. 301072E
Place : New Delhi
Date : 25/04/2024