Equity Analysis

Dear Members of

The Byke Hospitality Limited,

The Board of Directors takes great pleasure in presenting the Thirty Third (33rd) Annual Report of your Company's business and operations along with the Audited Financial Statements for the Financial Year ('FY') ended March 31, 2023.

financial performance

The Company's financial performance, for the Financial Year ended March 31, 2023 on standalone basis is summarized below:

(INR in Lakhs)

operations/ state of company's affairs

The Company achieved a total income of Rs. 11,545.21 lakhs as compared to Rs. 9415.28 lakhs in the previous year consequent to opening of the global economy, increased mobility and travel and higher demand for accommodation and food beverages from the domestic tourism.

Company reported a Profit before tax of Rs. 120.74 lakhs as compared to loss of Rs. (1568.05) lakhs in the prior year. This change in the profit/loss was on account of an increase in business volumes. The Company witnessed robust growth in volumes and rates across many of its brands with increase in margins.

Your Company is in regular expansion mode and also upgrading its existing properties. Therefore in order to fund new projects/up gradation and conserve the resource, the Board has not recommended dividend on equity shares of the Company for the FY 2022-2023.

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability confirms that:

a) In the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

b) Such accounting policies have been selected and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year on March 31, 2023.

c) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis;

e) Proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

The Management Discussion and Analysis as required in terms of the SEBI Listing Regulations is annexed to the report (Annexure I)

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of the report.

As provided under section 92(3) and 134(3)(a) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, the Annual Return of your Company in Form MGT - 7 for the Financial Year 2022 - 2023, shall be hosted on the website of your Company at www.thebyke.com

As per the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance (Annexure II) together with a certificate of its compliance from a Ms. Suman Sureka of M/s. Suman Sureka & Associates, Secretarial Auditor of the company forms part of this report.

Pursuant to applicable provision of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rule, 2016 ('the Rules'), all unpaid or unclaimed dividend are required to be transferred by the company to the IEPF established by the Central Government, after the completion of seven years. Further, according to IEPF Rules, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority.

The details of the unpaid / unclaimed dividends for the last seven financial years are available on the website of the Company www.thebyke.com

In terms of the provisions of the Act, Mr. Pramod Patodia (DIN: 03503728), Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. In this regard, shareholders approved the appointment of Mr. Pramod Patodia (DIN: 03503728) in the 32nd AGM held on September 15, 2022.

At the meeting of the Board of Directors of the Company held on September 01, 2022 had, based on the recommendation of the Nomination & Remuneration Committee, appointed Mr. Jatin Navin Singhal (ACS- 68495) as a Company Secretary and Compliance officer of the Company with effect from September 01, 2022 on such terms and conditions and remuneration as may be determined and recommended by the Nomination and Remuneration Committee to perform the duties of a secretary as required under the Act and any other duties assigned by the members from time to time.

During the period under review, Mr. Jatin Navin Singhal (ACS- 68495), Company Secretary resigned from the office with effect from February 15, 2023. The Board places on record their appreciation for the assistance and guidance provided by Mr. Jatin Navin Singhal during his tenure as a Company Secretary and Compliance officer of the Company.

At the Meeting of the Board of Directors of the Company held on May 30, 2022, Mr. Sumit Bajaj, Chief Financial Officer resigned from the office with effect from May 31, 2022. The Board places on record their appreciation for the assistance and guidance provided by Mr. Sumit Bajaj during his tenure as Chief Financial Officer of the Company.

At the Meeting of the Board of Directors of the Company held on May 30, 2022 had, based on the recommendation of the Nomination & Remuneration Committee appointed Mr. Girdhari Kyal (PAN: ANAPK3163F) as Chief Financial Officer of the company with effect from June 01, 2022 on such terms and conditions and remuneration as may be determined and recommended by the Nomination and Remuneration Committee to perform the duties as Chief Financial Officer of the company and any other duties assigned by the Board of Directors from time to time.

Mr. Ram Ratan Bajaj, Ms. Madhuri Dhanak and Mr. Ramesh Vohra who are independent directors have submitted declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent directors during the year.

None of the directors of the Company are debarred from holding the office of Director by virtue of any SEBI order or order by any other competent authority.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

As on date under report, the following persons are the Key Managerial Personnel in terms of Section 203 of the Act:

The Nomination and Remuneration Committee has laid down the criteria for Directors' appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

• The candidate should possess the positive attributes such as leadership, entrepreneurship, industrialist, business advisor or such other attributes which in the opinion of the Committee the candidate possess and are in the interest of the Company;

• The candidate should be free from any disqualifications as provided under Sections 164 and 167 of the Companies Act, 2013;

• The candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 in case of appointment as an Independent Director; and

• The candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, social service, professional teaching or such other areas or disciplines which are relevant for the Company's business.

All the Independent Directors of the Company have registered their names in the database maintained by the Indian Institute of Corporate Affairs, Manesar. Those Independent Directors who are not otherwise exempted shall appear for the common proficiency test conducted by the said institute within the prescribed time.

This information has been furnished under Report on Corporate Governance, which is annexed in Annexure II.

Details of the familiarization programs for independent directors are disclosed on the website of the Company www.thebyke.com

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the various parameters like attendance and participation at meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.

The Board of Directors have carried out an annual evaluation of their own performance, board committees and individual directors pursuant to provision of the Act and the corporate governance requirement as prescribed by the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirement) Regulation 2015.

In a separate meeting of Independent directors which was held on February 08, 2023, performance of non-independent directors and the board as whole was evaluated. Performance evaluation of Independent director was done by the entire board, excluding the independent director being evaluated.

The information required under section 197 of Companies act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 forms part of this Annual Report. However this information is not sent along with this report pursuant to provision of section 136 of the Act. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary / Compliance Officer at the registered office of the Company.

Details of the Audit Committee along with its constitution and other details are provided in the Report on Corporate Governance.

All Related Party Transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the Company's Business.

The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Omnibus approval was also obtained from the Audit Committee on an annual basis for repetitive transactions.

Company has formulated policy on materiality of Related Party Transaction. The policy is available on the Company's website http://thebyke.com/corporate-governance/

Since all related party transaction entered into by the company were on an arm's length basis and in the ordinary course of business, Form AOC-2 is not applicable.

The Board of Directors of your Company has adopted the

Vigil Mechanism and Whistle Blower Policy in compliance with Section 177(9) and (10) of the Companies Act, 2013, and regulations specified under LODR.

The Company has adopted a channel for receiving and redressing of employees' complaints and no personnel have been denied access to the Chairman of the Audit Committee. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Company's Code of Business Conduct. Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee's reasonable belief that such conduct or practice have occurred or are occurring. The policy is posted on the company's website at www.thebyke.com.

The Company is committed to good corporate citizenship. As a part of its corporate social responsibility, the Company continues to undertake a range of activities including healthcare and education to improve living conditions of the needy people. The CSR policy of the Company is placed on the website of the Company https://thebyke.com/ corporategovernance.html. During the year under report, the Company has also supported healthcare and educational projects undertaken by charitable institutions and organizations. In accordance with the provisions of Section 135 of the Companies Act, 2013, an abstract on Company's CSR activities is furnished as Annexure III to this report.

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company's website www.thebyke.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration in this regard signed by the Chairman & Managing Director / CEO is given at the end of the Corporate Governance Report.

There is no subsidiary company, associate company or joint venture of your company within the meaning of section 2(87) & 2(6) of the Companies Act 2013 respectively.

M/s. Bilimoria Mehta & Co., Chartered Accountant (Firm registration no: 101490W) were appointed as the Statutory Auditors from the conclusion of the Thirty Second Annual General Meeting held on September 15, 2022 till conclusion of the Thirty Seventh Annual General Meeting of the Company to be held in 2027-28.

The Auditors' Report read with the notes to the accounts referred to therein are self-explanatory and therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, M/s. Suman Sureka & Associates, Practicing Company Secretary FCS No.- 6842 CP No- 4892 were appointed as the Secretarial Auditor for auditing the secretarial records maintained by the Company for the financial year 2022-23.

The Secretarial Auditors' Report is annexed as (Annexure IV) hereto.

The provisions of section 148 are not applicable to the Company and accordingly the maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required.

The Company has established an effective Compliance Mechanism to mitigate the risk and will be reviewed by the Board periodically. The Company has adopted Risk Management Policy, pursuant to the provision of Section 134 of the Act, to identify and evaluate business risks and approach for mitigation of such risks.

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided in the notes to the financial statements.

The Company has not accepted any deposits from public during the year under the review and as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of the balance sheet.

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, 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 disclosures.

CARE Ratings has assigned the following ratings to the Company's long term bank facilities of Rs. Rs. 37.69crores - CARE BBB-; Stable (Triple B minus; Outlook: Stable). Revised from CARE BBB; (Triple B; Outlook: Stable)

The Board has adopted a Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.thebyke.com

All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

In accordance with the requirements of Section 134 of the Companies Act, 2013, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is furnished as Annexure V to this report.

Your Company has paid the Annual Listing Fee and Annual Custodial Fee for the Financial Year 2022 - 2023, to the National Stock Exchange ("NSE"), Metropolitan Stock Exchange (MSEI) and the Bombay Stock Exchange ("BSE") and to National Securities and Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) respectively.

The Company's shares are available for dematerialization with both the Depositories viz., NSDL and CDSL. About 98.32% of the paid-up equity share capital of the Company has been dematerialized as on March 31, 2023.

There are no significant material order passed by the Regulators or court or tribunal that would impact the going concern status of the Company and its operation in future. GREEN INITIATIVES

The Company, in order to promote green initiative, has sent electronic copies of the Annual Report for Financial Year 2022 - 2023, along with the Notice of the 33rd Annual General Meeting, are sent to all members whose email addresses are registered with the Company / Registrar and Share Transfer Agent ("RTA").

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at its workplace and in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, your Board of Directors has approved and adopted a "Policy on Prevention of Sexual Harassment at Workplace" to provide equal employment opportunity and is committed to provide a work environment that ensures every woman employee is treated with dignity and respect and afforded equitable treatment.

During the year under review the Company has received no complaints. Following is the detailed presentation of the same:

a) Number of complaints filed during the financial Year : NIL

b) Number of complaints disposed of during the year: NIL

c) Number of complaints pending as on end of the financial year: NIL

Internal Complaints Committee

In compliance with Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 the Company has constituted an Internal Complaints Committee. Following are the details of the committee constituted w.e.f 01.08.2021:

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the Hospitality Industry.