ORAVELSTAYS LIMITED (OYO) Shares Annual Reports

ORAVELSTAYS LIMITED (OYO) Shares

Steady Recovery, Profitable Scale & Sustainable Growth The document is the 2023-24 Annual Report of Oravel Stays Limited (OYO). **Corporate Information:** * **Board of Directors:** Includes Ritesh Agarwal (Founder, Chairman & Non-Executive Director), Aditya Ghosh, Bejul Somaia, Dr. Deepa Malik, Troy Alstead, William Steve Albrecht, and Sumer Juneja. * **Management:** Abhinav Sinha (Manager), Rakesh Kumar (Group Chief Financial Officer), and Rakesh Kumar Prusti (Group General Counsel). * **Statutory Auditors:** S.R. Batliboi & Associates LLP. * **Bankers:** A list of 10 bankers, including Axis Bank Limited, Citibank N.A., HDFC Bank Limited, ICICI Bank Limited, JP Morgan, Kotak Mahindra Bank Limited, Mizuho Bank Limited, Yes Bank Limited, IDFC First Bank, and HSBC Bank. * **Corporate Identification Number:** U63090GJ2012PLC107088 * **Registered Office:** Ahmedabad, Gujarat, India. * **Corporate Office:** Gurugram, Haryana, India. * **Registrars & Share Transfer Agent:** Link Intime India Private Limited, Mumbai, Maharashtra, India. * **Website & Email:** www.oyorooms.com, www.oyoreach.com, investors@oyorooms.com, secretarial@oyorooms.com. **Board's Report & Financial Highlights:** * The report presents the 13th report of Oravel Stays Limited, including audited financial statements for the year ended March 31, 2024. * Highlights of the standalone and consolidated financials: * **Revenue:** Standalone revenue increased from INR 254.47 million to INR 208.89 million. Consolidated revenue remained stable at INR 53,887.89 million, compared to INR 54,639.45 million in 2022-23. * **Costs:** Total costs increased to INR 399.65 million from INR 1,780.65 million in standalone, and decreased in consolidated from INR 52,074.44 million to INR 45,009.75 million. * **EBITDA:** Improved significantly from INR (1,526.18) million to INR (190.76) million in standalone, and from INR 2,565.01 million to INR 8,878.14 million in consolidated. * **Profit/Loss:** Net loss significantly reduced in standalone and turned into profit in consolidated to INR 2,295.79 million in FY24 from a net loss of INR (12,865.18) million in FY23. * **Adjusted EBITDA:** Reconciled from EBITDA to Adjusted EBITA for consolidated financial, with Adjusted EBITDA increasing from INR 2,777.42 million in FY23 to INR 8,772.03 million in FY24. **State of Company's Affairs, Expansion, and Future Prospects:** * OYO operates a technology platform aiming to empower small hotel entrepreneurs. * Since 2012, the company has focused on reshaping the short-stay accommodation space through a two-sided platform addressing needs of patrons and customers. * Business model helps Patrons transform unbranded properties into digitally enabled storefronts, increasing revenue potential. * FY24 was a turnaround year with OYO achieving eight consecutive EBITDA positive quarters and turning PAT positive for the entire fiscal year, clocking a profit of INR 2,292.6 million. * Consolidated adjusted EBITDA improved by ~316% to INR 8,772.03 million in FY24. * Emphasis on improving quality storefronts via programs like Super OYO and the launch of premium hotels brand Palette. * Adjusted Gross Profit margin remained strong at 23.6% in FY24 (23.2% in FY23). * OYO increased inventory to 18,103 hotels as on 31st March 2024, from 12,938 hotels as on 31st March 2023. * Consolidated revenue from operations remained stable at INR 53,887.89 million. * Company focused on maintaining sustainable growth and optimizing costs through reductions in general & administrative spend and marketing spends. * Debt buyback of $195 million led to slashed interest outlay. Company is aiming to refinance the current debt to reduce interest rate from 14% to 10%, leading to annual savings of approximately $15-$17M and extending the repayment date to 2029. * India continues to be bedrock of its operations, and centralized operations based in India are crucial to the company's strategic initiatives and continued growth worldwide. * OYO witnessed rise of spiritual tourism in India and capitalized on this by launching properties across major Indian religious destinations. * Company has also seen growth across Europe, US, Southeast Asia and the Middle East. * The company has continued to invest in its technological capabilities, most notably employing machine learning for the search and ranking of hotels. * Company-serviced hotels also emerged as a new focus area for OYO in FY24. **Awards & Recognition:** * Bronze in the Reputation Management category at Economic Times Brand Equity Kaleido Awards 2024. * Featured in Reputation Today's Top 30 Corporate Communications Teams of India at number 25 in 2024. * Global SABRE Award for top 25 global Campaigns of the Year. * Mr. Ritesh Agarwal, founder and CEO of OYO Rooms received RBETA 2024 Entrepreneur of the Year Award. **Other Key Points:** * **Dividend:** No dividend recommended for FY 2023-24. * **Capital Structure:** Details of authorized, issued, subscribed, and paid-up share capital, including changes during FY 2023-24 due to stock option exercises. * **Employee Stock Options:** Details provided in Annexure-A to this Report. * **Investor Education and Protection Fund:** No transfer of amount to IEPF required. * **Board of Directors and Key Managerial Personnel:** Composition and changes during the year, including resignations and appointments of Directors and Key Managerial Personnels. List of Directors with DIN and Category. Board meetings and committee details. Statement by Independent Directors. * **Nomination and Remuneration (NRC) Policy:** The Remuneration Policy of the Company is designed to create a high performance culture. * **Particulars of Employees:** Provisions of Section 197 (12) of the Companies Act, 2013 do not apply to the Company. * **Director's Responsibility Statement:** The Board confirms compliance with Indian Accounting Standards, reasonable accounting policies, and effective internal controls. * **Performance of Subsidiaries, Associates and Joint Ventures:** Details in Annexure-C. * **Deposits:** No public deposits invited or accepted during FY 2023-24. * **Particulars of Loans, Guarantees, and Investments:** As per Section 186 of the Companies Act, 2013, disclosed in financial statements. * **Particulars of Contracts or Arrangements with Related Parties:** Follows Corporate Governance standards, with Related Party Transaction Policy in place. * **Disclosure of Policy on Material Subsidiaries:** Available on the Company's website. * **Corporate Social Responsibility (CSR):** CSR Policy adopted; OYO Group actively engaged in CSR activities with NGOs. * **Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:** Includes details on conservation efforts, technology enhancement, and foreign exchange transactions. * **Risk Management:** Risk management framework is in place with mitigation plans. * **Internal Financial Controls:** Adequate internal financial controls were tested; no material weakness observed. * **Cost Records:** Not required to be maintained. * **Annual Evaluation of the Board:** Mechanism adopted for performance evaluation of Directors and Board. * **Vigil Mechanism/Whistle Blower Complaints:** Mechanism in place for reporting concerns, with investigations and protection for whistle blowers. * **Significant and Material Orders:** No adverse orders impacting going concern status. * **Statutory Auditors and their Report:** Re-appointed statutory auditors. No qualifications or adverse remarks in the audit report. * **Secretarial Audit:** The Company generally complied with provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. * **Internal Auditor:** Mr. Niraj Kumar is the Internal Auditor of the Company to oversee and carry out an internal. * **Annual Return:** Available on the Company website. * **Compliance with Secretarial Standards:** Complied with applicable standards. * **Prevention of Insider Trading:** Code of Conduct in place. * **Statutory Disclosures:** No transactions requiring specific disclosures. * **Corporate Governance:** Strives for high standards of governance, transparency, accountability, and integrity. * **Disclosures under Sexual Harassment Act:** Policy and ICC in place. One complaint reported and closed during the year. * **Acknowledgements:** Appreciation expressed to stakeholders and staff. **Annexure A - Details Pertaining to Employees' Stock Option Scheme:** * Provides information regarding options granted, vested, exercised, and lapsed, as well as details on exercise price and money realized. **Annexure B - Details Pertaining to Shares Held by Trustee of Oravel Employee Welfare Trust:** * Information on shares held by the trustee, voting rights, resolutions, and percentages. **Annexure C - Particulars of Subsidiary and Joint Venture Companies:** * Lists names, addresses, CIN/GLN, holding percentages, and applicable sections. Notes changes in subsidiaries and joint ventures during year. **Annexure D - Statement Containing the Salient Features of Financial Statements of Subsidiaries:** * Provides a structured summary of financial data (INR Million) for various Indian and foreign subsidiaries, including: * Country & Currency * Name of the Subsidiary * Financial results for the financial years 2023-2024 and 2022-2023 (Revenue, expenses, profit, and loss) **Annexure E - Particulars of Contracts or Arrangements with Related Parties:** * Details related party transactions, includes type of contracts, amounts of contacts, and terms. * www.oyorooms.com **Annexure F - Details Under Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013** * Committee in place to comply with regulation. **Annexure G - Secretarial Audit Report:** *In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made thereunder. *The report is to be read with our letter of even date which is annexed as Annexure-A to this report and forms an integral part of this report.

ORAVELSTAYS LIMITED (OYO) Shares

Steady Recovery, Profitable Scale & Sustainable Growth This is the annual report for Oravel Stays Limited (OYO) for the financial year 2022-23. **Corporate Information:** * **Board of Directors:** Ritesh Agarwal (Founder, Chairman & Non-Executive Director), Aditya Ghosh (Non-Executive Director), Bejul Somaia (Non-Executive & Independent Director), Dr. Deepa Malik (Non-Executive & Independent Director), Troy Alstead (Non-Executive & Independent Director), William Steve Albrecht (Non-Executive & Independent Director). * **Manager:** Abhinav Sinha * **Group Chief Financial Officer:** Abhishek Gupta * **Group General Counsel:** Rakesh Kumar Prusti * **Statutory Auditors:** S.R. Batliboi & Associates LLP. * **Bankers:** Axis Bank Limited, Citibank N.Α., HDFC Bank Limited, ICICI Bank Limited, JP Morgan, Kotak Mahindra Bank Limited, Mizuho Bank Limited, Yes Bank Limited. * **Corporate Identification Number:** U63090GJ2012PLC107088 **Registered & Corporate Offices:** Registered Office: Ahmedabad, Gujarat, India Corporate Office: Gurugram, Haryana, India **Financial Performance (Standalone and Consolidated):** The following financial highlights compare 2022-23 to 2021-22 (amounts in INR Mn.): | Particulars | Standalone (2022-23) | Standalone (2021-22) | Consolidated (2022-23) | Consolidated (2021-22) | | :--------------------------------- | :------------------ | :------------------ | :-------------------- | :-------------------- | | Revenue from contracts with customers | 254.47 | 178.49 | 54,639.45 | 47,813.62 | | Operating expenses | - | - | 31,372.76 | 28,738.22 | | Employee benefits expense | 413.93 | 1,399.58 | 9,184.54 | 11,819.35 | | Other expenses | 1,366.72 | 1,096.78 | 11,517.14 | 12,051.77 | | Total Costs | 1,780.65 | 2,496.36 | 52,074.44 | 52,609.33 | | Adjusted EBITDA | (1,526.18) | (2,317.87) | 2,565.01 | (4,795.71) | | Share based payments cost | 3,632.16 | 4,896.27 | 6,303.86 | 6,798.43 | | Depreciation and amortization expense| 162.98 | 136.66 | 2,802.85 | 2,988.34 | | Finance cost | 1.45 | 2.30 | 6,815.80 | 7,457.10 | | Other Income | 886.48 | 681.86 | 1,377.59 | 1,233.82 | | Loss before exceptional items | (4,436.29) | (6,671.24) | (11,979.91) | (20,805.77) | | Exceptional Items | 209.94 | 6.98 | 1,054.05 | 276.06 | | Loss before tax | (4,646.23) | (6,678.22) | (12,862.79) | (21,188.95) | | Total comprehensive loss | (4,634.12) | (6,681.24) | (13,641.03) | (19,357.37) | | Basic loss per share | (0.77) | (1.11) | (1.93) | (3.51) | | Diluted loss per share | (0.77) | (1.11) | (1.93) | (3.51) | **Reconciliation from EBITDA to Adjusted EBITA for Consolidated Financials (INR Mn.):** | | 2023 | 2022 | | :-------------------------------------- | :--------- | :--------- | | EBITDA | 2,565.01 | (4,795.71) | | Add: Transformation Expenses | 729.94 | 709.50 | | Less: Depreciation of right of use assets | (350.74) | (440.17) | | Less: Interest on lease liabilities | (166.79) | (186.12) | | Adjusted EBITDA | 2,777.42 | (4,712.50) | **State of the Company's Affairs:** * OYO operates a technology platform to empower small hotel and home owners, providing full-stack technology products and services. * Consolidated revenue from operations increased to INR 54,639.45 million in FY23 from INR 47,813.62 million in FY22. * Consolidated adjusted EBITDA improved to INR 2,777.42 million in FY23 from INR (4,712.50) million in FY22 due to demand recovery, improved gross margin, and leaner fixed cost structures. * Gross Booking Value (GBV) increased by 18% to INR 95,591.30 million in FY23 from INR 81,009.58 million in FY22. GBV per storefront per month increased by ~70% for hotels. * Adjusted Gross Profit improved by 22.55% to INR 23,479.10 million in FY23 from INR 19,158.62 million in FY22. Adjusted Gross Profit Margin was maintained at 25% in FY23. * Focus on sustainable growth with increased emphasis on profitability and on core growth markets (India, South East Asia & Europe Homes). The company focused on making its cost structure leaner, led by reduction in General & Administrative spend and optimizing marketing spends. * The Company is proposing an Initial Public Offering ("IPO"). **Awards and Recognitions:** * "Plutus Pricing Platform" was honored at the India International Hospitality Expo Awards. * OYO won the Bronze Award at the Stevie Asia Pacific Awards. * OYO won the ‘Travel and Hospitality Award' at MoEngage Customer Excellence Awards 2022. * Senior Officials of the Company received recognition/ awards, including the ‘CFO of the Year' award to Abhishek Gupta and inclusion in ‘Times 40u40 list of leaders' to Ankit Tandon. **Other Key Points:** * The Statutory Auditors have certified compliance with FEMA regulations. * No material changes occurred in the nature of the company's business during the financial year. * No dividend was recommended for the Financial Year 2022-23. * The authorized share capital of the Company was INR 9,01,13,59,300 as of April 1, 2022. * Changes in issued, subscribed, and paid-up share capital due to exercise of stock options. * The company is not required to transfer any amount to the Investor Education and Protection Fund (IEPF). * The Board of Directors consists of six Non-Executive Directors, with two Non-Executive Non-Independent Directors and four Non-Executive Independent Directors. * Six Board meetings were held during the Financial Year 2022-23. * Five Statutory Committees are in place. * Independent Directors have confirmed meeting the independence criteria. * The company's Remuneration Policy aims to create a high-performance culture. * There were no material orders passed by regulators or courts impacting the going concern status. * The Statutory Auditors' report has no qualifications, reservations, or adverse remarks. * The Company has complied with applicable secretarial standards. * Risk management framework is in place. The company has taken Directors' & Officers' Liability Insurance. * Internal financial controls are adequate. * The Company is committed to ethical business conduct and has a Whistle Blower mechanism. * Substantial time and resources were invested in strengthening implementation and governance of various policies. * M/s Chandrasekaran Associates were appointed as Secretarial Auditor. * Details of Subsidiaries and Joint Ventures are provided. * The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board of Directors and the initiatives undertaken by the Company on CSR activities during the year under review are set out. * During the year under review, the Company's operations involved low energy consumption. Appropriate measures, like preventive maintenance, proactive functionality checks, and replacement of existing fixtures, LED lights for energy efficiency, have been initiated to conserve energy. * During the year under review, the Company has enhanced focus on technology and product for achieving higher operating efficiency and improved patron and customer experience. * The foreign exchange earned in terms of actual inflows during the financial year 2022-23 was INR 15.59 million, while the foreign Exchange outgo during the year in terms of actual outflows was INR 271.15 million. * The Board of Directors expressed their appreciation for the support received from financial institutions, banks, government authorities, customers, vendors, investors, and members.

ORAVELSTAYS LIMITED (OYO) Shares

Oravel Stays Limited’s (“OYO”) 2021-22 Annual Report presents the Board of Directors’ 11th report, along with audited financial statements for the year ending March 31, 2022. **Corporate Information:** * **Board of Directors:** Includes Ritesh Agarwal (Founder, Chairman & Non-Executive Director), Aditya Ghosh (Non-Executive Director), Bejul Somaia, Dr. Deepa Malik, Troy Alstead, and William Steve Albrecht (all Non-Executive & Independent Directors). * **Key Management:** Abhinav Sinha (Manager), Abhishek Gupta (Group Chief Financial Officer), and Sachin Dev (Company Secretary & Compliance Officer). * **Auditors:** S.R. Batliboi & Associates LLP. * **Registered & Corporate Offices:** Ahmedabad and Gurugram, India. * **Registrar & Share Transfer Agent:** Link Intime India Private Limited. * **Website:** www.oyorooms.com. * **Corporate Identification Number:** U63090GJ2012PLC107088. **Financial Performance:** (All figures in INR Millions) * Consolidated revenue from contracts with customers increased from 39,616.49 in FY21 to 47,813.61 in FY22. * Consolidated Adjusted EBITDA improved significantly from (17,447.26) in FY21 to (4,717.21) in FY22. * The company's GBV increased by 22.0% from INR 66,388.94 million in FY21 to INR 81,009.58 million in FY22 * Adjusted Gross Profit improved by 45.8% from INR 13,136.78 million in FY21 to INR 19,158.61 million in FY22 **State of the Company's Affairs, Expansion Plans, and Future Prospects:** * OYO operates a technology platform empowering small hotel and home entrepreneurs, providing technology and services to ease operations and provide affordable accommodations. * The focus in FY22 was on sustainable growth and profitability, particularly in core markets like India, Southeast Asia, and Europe Homes. * OYO took measures including cost rationalization, business model simplification, and increased technology investments * Company status converted from Private Limited to Public Limited on September 14, 2021. * OYO is proposing an Initial Public Offering (IPO) with a fresh issue of equity shares aggregating up to INR 70,000 million and an offer for sale of equity shares up to INR 14,300 million. * In-principle approval for listing received from BSE on November 30, 2021, and from NSE on December 21, 2021. **COVID-19 Pandemic Response:** * OYO launched "Sanitised Before Your Eyes" program and "VaccinAid" search filter for safe and hygienic accommodations. * The company took business initiatives including cost rationalization, simplification of business model and increased investment in technology to help the company emerge as the technology-led hospitality brand of choice. **Awards and Recognition:** * The Company received several awards, including "Most Innovative Loyalty Program of the Year" for OYO Wizard, and recognition for its COVID-19 response. **Capital Structure:** * As of April 1, 2021, the authorized share capital was INR 1,17,32,500, comprising 40,000 equity shares and 1,22,325 preference shares. * During FY 2021-22, alterations were made to the authorized share capital, including increases, reclassifications, and a change in the sub-division of shares. * As of March 31, 2022, the authorized share capital was INR 9,01,13,59,300, comprising 9,00,00,00,000 equity shares and 12,25,930 preference shares. * As of March 31, 2022, the issued, subscribed and paid-up share capital stood at INR 1,33,83,50,438, comprising 1,32,72,45,078 Equity Shares and 11,82,680 Preference Shares. **Other Key Points:** * No amount was transferred to Reserves & Surplus. * No dividend was recommended due to accumulated losses. * The details of Employee Stock Options (ESOPs) are provided in Annexure-A. * The details regarding the shares held by trust for the benefits of the employees are provided in Annexure-B. * The Company is not required to transfer any amount to the Investor Education and Protection Fund (IEPF). * The Board of Directors comprised six directors with Non-Executive and Independent Directors. * Details of changes in the Board and Key Managerial Personnel are listed (appointments, cessations). * The Board met 20 times during FY 2021-22. * The company maintains several committees, including Stakeholders' Relationship Committee, Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, and Corporate Social Responsibility Committee. * All Independent Directors confirmed they meet independence criteria. * The Remuneration Policy is designed to create a high-performance culture. * The Company has a Related Party Transaction (RPT) Policy and follows Corporate Governance standards. * CSR activities focused on women empowerment, e-learning, rural upliftment, and environmental restoration, with a combined spend of INR 2.9 Crore. * Energy conservation measures, technology absorption, and foreign exchange earnings/outgo are detailed. * The company has a risk management framework in place. * Sachin Dev was entrusted with the responsibility of handling the risk management function. * The Company has adequate internal financial controls. * The Board adopted a mechanism for evaluation of performance. * The Company adheres to ethical standards and encourages whistleblowing. * No significant or material orders were passed impacting the company's operations. * The Secretarial Auditor reported general compliance with the Act, Rules, and Regulations, though some delays/non-filings occurred. * The Secretarial Audit Report is annexed as Annexure-G. * Directors state there were no required disclosures in respect to deposits, sweat equity shares, and remuneration or commission from subsidiaries. * The Company is committed to a healthy work environment and has a POSH policy in place. No complaints were reported during the year. **Auditor's Emphasis of Matter:** * Emphasis is placed on uncertainties due to the impact of COVID-19 on future projections and asset carrying values. **Detailed financial statements of subsidiaries, associates, and joint ventures are included in Annexure-C** This comprehensive summary captures the key information from Oravel Stays Limited's 2021-22 Annual Report.

ORAVELSTAYS LIMITED (OYO) Shares

Oravel Stays Limited Annual Report 2021-22 Summary: **Corporate Information:** * **Board of Directors:** Ritesh Agarwal (Founder, Chairman & Non-Executive Director), Aditya Ghosh (Non-Executive Director), Bejul Somaia, Dr. Deepa Malik, Troy Alstead, and William Steve Albrecht (all Non-Executive & Independent Directors). * **Key Management:** Abhinav Sinha (Manager), Abhishek Gupta (Group Chief Financial Officer), and Sachin Dev (Company Secretary & Compliance Officer). * **Registered & Corporate Offices:** Located in Ahmedabad, Gujarat, and Gurugram, Haryana, respectively. * **Registrar & Share Transfer Agent:** Link Intime India Private Limited, Mumbai. * **Bankers:** Axis Bank, Citibank N.A., HDFC Bank, ICICI Bank, JP Morgan, Kotak Mahindra Bank, Mizuho Bank, and Yes Bank Limited. * **Corporate Identification Number:** U63090GJ2012PLC107088. **Financial Highlights/Performance of the Company:** * Increase in consolidated revenue from operations to INR 47,813.62 million in FY22 from INR 39,616.49 million in FY21, driven by demand recovery. * Significant improvement in consolidated Adjusted EBITDA to INR (4,717.21) million in FY22 from INR (17,447.26) million in FY21 due to demand recovery and operating leverage. * GBV (Gross Booking Value) increased by 22.0% to INR 81,009.58 million in FY22, with GBV per storefront per month increasing by 7.4% for hotels and 3.8% for homes. * Adjusted Gross Profit improved by 45.8% to INR 19,158.61 million, and Adjusted Gross Profit Margin improved to 40.1% in FY22. * Net Profit/(Loss after Tax) (INR in Mn.) changed from (2,411.81) in FY2020-21 to (6,678.22) in FY2021-22 (Standalone) and from (39,368.30) in FY2020-21 to (19,415.62) in FY2021-22 (Consolidated). **Company Affairs, Expansion Plans, and Future Prospects:** * OYO is a technology platform empowering small entrepreneurs and owners to manage their hotels and homes efficiently, providing technology products and services, and affordable accommodation to customers. * OYO's business model helps Patrons transform unbranded hospitality assets into branded, digitally enabled storefronts with higher revenue generation potential. * The Company is converting from a Private Limited to a Public Limited company, approved on September 12, 2021. * The Company is proposing an initial public offering ("IPO") of its equity shares and has filed a draft red herring prospectus dated September 30, 2021, with SEBI. * The company has received in-principle approvals for listing from BSE and NSE. **COVID-19 Pandemic Response:** * The Company launched the "Sanitised Before Your Eyes" program and the "VaccinAid" search filter. * The company took several business initiatives including cost rationalization, simplification of its business model, and increased investments in technology. **Awards & Recognition:** * OYO Wizard has won the Most Innovative Loyalty Program of the Year award at the 14th edition of The Customer Fest Show 2021 * The Best Transformation of the Year Award at Excellence in Customer Service Awards 2021 * OYO Consumer App is a gold award winner for Web-Based Production | Website | Travel at AVA Digital Awards 2022 **Capital Structure:** * As of April 1, 2021, the authorized share capital of the Company was INR 1,17,32,500 comprising of 40,000 equity shares and 1,22,325 preference shares. * As on March 31, 2022, the issued, subscribed and paid-up share capital of the Company stands at INR 1,33,83,50,438/- comprising of 1,32,72,45,078 Equity Shares and 11,82,680 Preference Shares. **Board of Directors & Key Managerial Personnel:** * Comprises six directors with two non-executive directors, including four non-executive and independent directors and one woman director (100% non-executive). * Changes during the year include resignations of Gerardo Isaac Lopez, Munish Ravinder Varma, Bejul Somaia, Troy Matthew Alstead, and William Steve Albrecht. * Appointments of Bejul Somaia, William Steve Albrecht, Troy Matthew Alstead, and Dr. Deepa Malik as Additional/Independent Directors. * Appointment of Abhinav Sinha as a Manager. * Sachin Dev appointed Company Secretary & Compliance Officer **Board Meetings & Committees:** * The Board met 20 times during FY 2021-22. * Committees included Stakeholders' Relationship Committee, Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, and Corporate Social Responsibility Committee. **Nomination and Remuneration Policy:** * Designed to create a high-performance culture and is in accordance with Section 178 of the Companies Act, 2013. **Other Key Points:** * The company has not transferred any amount to any Reserves & Surplus account for the Financial Year 2021-22. * No dividend has been recommended by the Board of Directors for FY 2021-22 due to accumulated losses. * The company is in compliance with FEMA regulations. * No material change in the nature of the business during the financial year. **CSR Activities:** * The OYO Group has actively engaged in CSR activities with more than 14 NGOs and has incurred a combined spend of INR 2.9 Crore through JV and subsidiary entities. * Efforts were focused in promoting diversity, especially women empowerment and gender equality, e-learning for the underprivileged impacted by COVID, rural upliftment, mental and holistic wellbeing, enabling accessibility for PWD, and urban environmental restoration. **Conservation of Energy, Technology Absorption and Foreign Exchange:** * Low energy consumption with initiatives to conserve energy. * Focus on technology and product for higher operating efficiency. * Foreign exchange earnings and outgo: INR 9.92 Million and INR 536.37 Million, respectively. **Risk Management:** * Company has a risk management framework to identify and mitigate business risks. * Directors' & Officers' Liability Insurance and other key insurance policies have been taken. **Internal Financial Controls:** * Adequate internal financial controls commensurate with business operations. * No reportable material weakness in design or operation observed. **Auditor's Report:** * M/s S.R. Batliboi & Associates LLP, Chartered Accountants, were re-appointed as Statutory Auditors. **Emphasis of Matter:** * Uncertainties due to the impact of COVID-19 on future projections and carrying value of assets. **Secretarial Audit:** * The Company generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. * The Secretarial Audit Report is annexed as Annexure-G. **Prevention of Insider Trading:** * Comprehensive Code of Conduct in place, though the code gets listed as it is not monitored currently. **Corporate Governance:** * Strives for high standards of corporate governance, transparency, accountability, and integrity. **Disclosure under Sexual Harassment of Women at Workplace Act:** * Committed to a healthy environment with zero-tolerance for discrimination and a Prevention of Sexual Harassment (POSH) policy in place. * No complaints were reported. **Employee Stock Options:** * Details provided in Annexure-A. **Shares held in Trust:** * Details pertaining to shares held in trust for the benefit of employees and related voting rights are in Annexure-B. **Details of Subsidiaries and Joint Venture Companies:** * The details of Subsidiaries and Joint Ventures as on March 31, 2022 are as in Annexure-C. **Disclaimer:** Due to length and complexity, as well as the format in which the data is presented, please refer to the full audited report for a comprehensive understanding of all financial positions, operations, and accounting procedures. This summary should be considered a starting point for further exploration, and not as a final representation of the company's full reporting picture.