OPERATIONS AND STATE OF COMPANY AFFAIRS

Subsequent to the approval of resolution plan, the Company filed applications with BSE Limited and National Stock Exchange of India Limited (Stock Exchanges) for revocation of suspension of trading of shares of the Company and successfully got the approval from both Stock Exchanges i.e. NSE and BSE vide their letter dated 25^th March 2026. Further, the trading of shares has been restarted on both the Stock Exchanges with effect from 2^nd April 2026. However, the operations of the Company are still not started. The total income of the Company for the financial year under review was INR 5.79 Crores as against

INR 5.64 Crores for the previous financial year ended on 31^st March 2025. The Company has registered Profit Before Tax of INR [-10.04] Crores as against INR [-35.89] Crores during previous Financial Year. Further, the Company has registered Comprehensive Income/(loss) after tax of INR [-8.55] Crores as against INR [-36.28] Crores during previous Financial YearDIVIDEND

No dividend is recommended for the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

As required under regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Audited Consolidated Financial Statements together with the Auditors' Report thereon are annexed and form part of this Annual Report. Your Company has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards. The Consolidated Financial Statements reflect the results of the Company and that of its Subsidiary Company. Pursuant to Section129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules,2014, the statement containing salient features of the financial statements of the Company's Subsidiary are prepared in form AOC-1, which is annexed as Annexure1 herewith and forms a part of this report.

SUBSIDIARY / JOINT VENTURE AND ASSOCIATE COMPANIES

As on date, your Company has one Subsidiary Company i.e., Aria Hotels and Consultancy Services Private Limited (ARIA). ARIA is the owner of 523 rooms 5-Star deluxe hotel under the brand J.W. Marriott at New Delhi Aerocity, Hospitality District, Near IGI Airport, New Delhi. The year under review has been marked by the excellent performance and business growth achieved by ARIA. Hotel J.W. Marriott has received the following honours:

JW Marriott New Delhi Aerocity won "Best Luxury Hotel" at India's Best Awards 2025 by Travel & Leisure, "Mosaic Impact Award" under the Luxury Segment at the Rubicon South Asia Finance & Purchase Conference 2025 by Marriott International, recognized as "one of India's Top 50 Stunning Wedding Venues" by WedMeGood, recognized in the "Top 20 Luxury Hotels & Resorts for Weddings" at Hospitality Horizon Weddings Summit & Awards 2025,

ADRIFT Kaya won "Best Specialty Cuisine Japanese" at Travel + Leisure India & South Asia Delicious Dining Awards 2025, "2 stars" at the Hospitality Horizon Epicurian Restaurant Ratings 2025 - Delhi NCR,

Delhi Baking Company was recognized amongst the Top 10 Bakeries, Patisserie & Chocolate Summit & Awards 2025 for Luxury Hotels

Spa by JW has been awarded the Global Spa Award 2024 in the year 2025 for Most Luxurious Spa Treatment

General Manager, Sharad Datta won North Zone Winner General Manager (Luxury) of the Year 2024 25 at the 9th edition of BW HOTELIER Indian Hospitality Summit & Awards (IHA) 2025, General Manager of the Year Luxury Hotels (North) at the Hotelier India Awards 2025. ARIA is a material subsidiary of the Company. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy is available on the Company's website at www.asianhotelswest.com/Policies.

The Company has no associate or joint venture company during the financial year and as on 31st March 2026.

CAPITAL STRUCTURE

During the year under review, there was no change in the authorised share capital of your Company. The authorised share capital of the Company is INR 40 Crore. The paid-up equity share capital as of March 31, 2026, was INR 11,65,12,100. The paid-up preference share capital as of 31^st March, 2026, was INR 6,50,00,000. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2026, none of the Directors of the Company had instruments convertible into Equity Shares of the Company.

INVESTMENT MADE DURING THE YEAR

During the period under review Company has not made any Investment.

DEBT

Total borrowing (current) was INR 390 Crores as on 31^st March 2026.

The above borrowings are within the powers of the Board of Directors of the Company and approved by the shareholders of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March 2026, the Company has 6 (six) directors of which 2 (two) are executive directors and 4 (four) are non-executive directors. The Company has 3 (three) independent directors (including one-woman independent director).

During the period under review Mr. Shekhar Gulzarilal Gupta and Mr. Ravinder Singhania, Independent Non-Executive Directors had resigned from Board w.e.f 2^nd June 2025 and 27^th August 2025 respectively due to their personal reasons.

Mr. Rohit Rajpal has joined w.e.f. 23^rd September, 2025 as Non-Executive Independent Director.

In accordance with the requirement of the Companies Act, 2013 and pursuant to the Articles of Association of the Company, Mr. Sandeep Gupta, Non - Executive Director is liable to retire by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment.

The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) and 149 (8) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Further, Mr. Sudhir Chamanlal Gupta had resigned from the Board w.e.f. 4^th November 2025.

As on 31^st March 2026, following were the directors and KMPs of the Company:

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

DISCLOSURES PERTAINING TO REMUNERATION AND OTHER DETAILS AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANGERIAL PERSONNEL) RULES, 2014.

During the period under review, the remuneration of the Executive Directors, Company Secretary and Chief Financial Officer of the Company were not in excess of threshold limit provided under Rule 5(2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, disclosure under the said Rule 5(2) & (3) is not applicable during the period under review,

As recommended by Nomination and Remuneration Committee and approved by Board of the Company, Mr. Amat Saraf and Mr. Rakesh Kumar Aggarwal, the Executive Directors of Company get a monthly remuneration of Rs. 2,00,000/-.

Further, Mr. Harish Kumar Gautam, the Chief Financial Officer and Ms. Nidhi Khandelwal, Company Secretary & Compliance Officer of the company get monthly remuneration of Rs. 2,52,000/- and Rs. 1,96,000/- respectively.

The Board affirms that the remuneration approved by the Board as mentioned above is as per the Remuneration Policy of the Company.

In alignment with the principles of diversity, equity and inclusion, the Company discloses below the gender-wise composition of its workforce as on 31^st March, 2026:

Male Employees: 1

Female Employees: 1

Transgender Employees: None

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under regulation 34(2)(e) of the Listing Regulations of the Listing Regulations is annexed as Annexure 2 herewith and forms a part of this report.

CORPORATE GOVERNANCE

As required by regulation 34 of the Listing Regulations, a Report on Corporate Governance for the Financial Year 2025-26, along with Practicing Company Secretary Certificate on Corporate Governance is annexed as Annexure 3 herewith and forms a part of this report.

COMPLIANCE UNDER COMPANIES ACT, 2013

Pursuant to Section 134 of the Companies Act, 2013, the annual return of the Company referred to in Section 92 of the Companies Act, 2013 is available under the Company's website - http://asianhotelswest.com/.

The details of compliances of the Company as per section 134 of the Companies Act, 2013 are enumerated below:

Board Meetings

During the year under review, eight (8) Board meetings were held. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days. Details of Board meetings held:

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that: a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The directors had selected such accounting policies 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 and of the profit and loss of the Company for that period; c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors had prepared the annual accounts on a going concern basis; e) 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; and f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors & Auditors' Report

M/s J.C. Bhalla & Co., Chartered Accountants (FRN: 001111N), were appointed in compliance with provisions of the Companies Act, 2013 read with the rules made thereunder in the 17^th AGM of the Company for period of 5 years upto conclusion of 22^nd AGM of the Company. The Report of the Statutory Auditor along with Annexures forms part of this Annual Report. In respect of the year under review, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013.Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

Reply of the Management to the Comments/ Observations of the Statutory Auditors' Report:

The Statutory Auditors have provided an Adverse Opinion in their Statutory Auditors Report. The same is reproduced below along with the management reply as required under clause (f) of sub-section (3) of Section 134 of the Companies Act, 2O13:

Internal Audit

M/s Gautam Sehgal & Co., Chartered Accountants, the internal auditors of the Company for the financial year 2025-26 have conducted periodic audit. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly and their reports have been well received by the Audit Committee and noted by Board of Directors.

Secretarial Audit

The Company has appointed M/s Hemant Singh & Associates, Company Secretaries, 306, Surya Complex, 21, Veer Savarkar Block, Shakarpur, Delhi 110092 to undertake the Secretarial Audit of the Company for the Financial Year ended 31^st March 2026. The Secretarial Audit Report (in Form MR -3) is annexed as Annexure 4 hereto and forms a part of this report. The comments of Secretarial Auditors are self-explanatory and therefore do not call for any further clarifications/comments.

Reply of the Management to the Comments/ Observations of the Secretarial Auditors' Report:

There was certain unavoidable situation occurred during the period under review, the results approval delayed causing delay in compliance of certain regulations. However, the Company is in the process of complying with all applicable laws in all possible means.

Cost Audit

In terms of Rule 8 of the Companies (Accounts) Amendment Rules, 2018 read with Section 148 of the Companies Act, 2013, the Central Government has not specified the maintenance of cost records under Section 148 of the Companies Act, 2013, for the services provided by the Company.

Compliance with Secretarial Standards on Board and General Meetings

The Company has complied with all the applicable provisions of Secretarial Standards 1 and 2 as issued by the Institute of Company Secretaries of India and notified by Central Government.

Particulars of loans, guarantees and investments under section 186 of the Companies Act, 2013.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note No 5 to the standalone financial statements.

Related Party Transactions

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.asianhotelswest.com/policies. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All transactions entered by the Company with Related Parties were in ordinary course of business and at arm's length basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and Board of Directors on regular basis. There was no materially significant transaction with related parties during the Financial Year 2025-26 and none of the transactions with any of related parties were in conflict with the Company's interest. Particulars of contracts/arrangements with related parties as referred to in sub-section (1) of section188 of the Companies Act, 2013 are given in Form AOC 2 and the same is annexed as Annexure 5 hereto and forms a part of this report. Requisite disclosure as required under Ind-AS-24 has been made in Notes to the Financial Statements. .

Material Changes and commitments, if any affecting the Financial Position of the Company which occurred between 31^st March, 2026 and date of report.

The Company's trading of shares has been restarted on both the Stock Exchanges i.e. NSE and BSE w.e.f 2^nd April 2026. Other than this there is no material changes and commitments affecting the Financial Position of the Company which have occurred between 31^st March 2026 and date of report.

Change in the nature of Business, if any

During the period under review, there has been no change in the nature of business.

Conservation of Energy, Foreign Exchange Earnings & Outgo

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 pertaining to the conservation of energy, foreign exchange earnings and outgo is furnished under in the Annexure 6 hereto and forms a part of this report.

Committees of the Board a) Audit Committee

In terms of section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as on 31^st March 2026, your company has in place audit committee of Board of Directors with Ms. Mekhala Sen Gupta as the Chairperson of the Committee, Mr. Rohit Rajpal and Mr. Amit Saraf as members. The terms of reference of Audit Committee are confined to the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with Part-C of Schedule II of the Listing Regulations. The details of meetings with attendance thereof and terms of reference of audit committee have been provided in the Corporate Governance Report which forms part of this report. b) Stakeholders' Relationship Committee

The Company has also formed Stakeholder's Relationship Committee in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. As on 31^st March 2026, your company has in place Stakeholders Relationship Committee of Board of Directors with Ms. Mekhala Sengupta as the Chairperson of the Committee, Mr. Sandeep Gupta and Mr. Rakesh Kumar Aggarwal as members. The details of meetings with attendance thereof have been provided in the Corporate Governance Report which forms part of this report.

c) Nomination and Remuneration Committee

In terms of section 178 of the Companies Act, 2013 read with the Companies (Meeting of the Board and Power) Rules, 2014 and Regulation 19 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. As on 31^st March 2026, your Company has in place duly constituted Nomination and Remuneration Committee of Board of Directors with Ms. Mekhala Sengupta as the Chairperson of the Committee, Mr. Sandeep Gupta and Mr. Saumen Chatterjee as members. The details of meetings with attendance thereof have been provided in the Corporate Governance Report which forms part of this report. The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company at www.asianhotelswest.com/Policies. d) Corporate Social Responsibility (CSR) Committee

Provisions pertaining to CSR committee are not applicable during the period under review. Therefore, the report on Corporate Social Responsibility activities has not been enclosed with this report. e) Risk Management Committee

Provisions pertaining to the Risk Management Committee are not applicable to the Company.

Public Deposits

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Amount Transferred to Reserves

During the year under review, your company has not transferred any amount to reserves for the financial year ended 31^st March, 2026.

Internal Control System and their Adequacy

The Company has in place adequate reporting systems in respect of financial performance, and reporting with respect to compliance of various statutory and regulatory matters. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act. The internal auditors of the Company had regularly conducted exhaustive internal audits pertaining to financial and compliance areas and their reports were placed before the Audit Committee for its review and recommendations.

Risk Management

Directors are responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Performance Evaluation

Pursuant to the provisions of the section 134(3)(p) of the Companies Act, 2013 read with Regulation SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the nomination and remuneration committee, independent director and all individual directors has carried out an annual evaluation of its own performance, performance of the independent directors and the working of its committees based on the evaluation criteria specified by nomination and remuneration committee for performance evaluation process of the board, its committees and directors.

The committees of the board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The directors were evaluated on aspects such as attendance, contribution at board/ committee meetings and guidance/support to the management outside board/committee Meetings. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board' functioning such as Knowledge to perform the role; Time and level of participation; Performance of duties and level of oversight; and Professional conduct and independence.

Significant Material Orders Passed by Regulators

No Significant order has been passed during the period under review.

Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 22 of the Listing Regulations, the Company has established a vigil mechanism for its Directors and employees to report their genuine concerns/grievances. The Company promotes ethical behavior in all its business activities and has put in place the vigil mechanism for Directors, Employees and other person dealing with the Company for reporting illegal or unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The mechanism provides adequate safeguards against victimization of Directors, employees or other persons who avail the mechanism. In exceptional cases, Directors and employees have direct access to the Chairperson of the Audit Committee. The details of the said mechanism are posted on the Company's website www.asianhotelswest.com.

Green Initiatives

Electronic copies of the Annual Report and notice of the 19^th AGM are sent to all the members whose email addresses are registered with the Company /Depository Participant(s)/RTA. The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in Notice. The instructions for e-voting are provided in the Notice.

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance policy against sexual harassment defined as any unwelcome sexually determined behavior. As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act') and Rules made there under, During the period under review the Company has total employees less than 10. So, the requirement of constitution of Internal Complaints Committees (ICC) is not applicable on the Company.

Disclosure Under the Maternity Benefit Act 1961

Your Company acknowledges the importance of adhering to the Maternity Benefit Act, 1961, which aims to protect the employment and health, rights of women during and after pregnancy. The Company is ensuring paid maternity leave, job security, and a supportive work environment and reaffirms its commitment to enabling women to care for their newborns without facing financial or professional setbacks. Your directors further state that, during the period under review, the Company did not receive any such case, consequently, the provisions of the Maternity Benefit Act, 1961 were not applicable to the Company during the reporting period.

General

Your directors state that no disclosure or reporting in respect of the following items, as there were no transactions on these items during the year under review: a) Issue of equity shares with differential rights as to dividend, voting or otherwise. b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

ACKNOWLEDGEMENTAND APPRECIATION

Your directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients, financial institutions, banks, central and state governments, the Company's valued investors and all other business partners, for their continued co-operation and support extended during the year 2025-2026. Your directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development. Directors would like to express their sincere appreciation and gratitude to all the stakeholders of the Company. The Board would also like to place on record its deep sense of appreciation for the continued confidence reposed in the Company by the Shareholders.