Asian Hotels (North) has been fined a total of Rs 8.96 lakh by stock exchanges for failing to comply with regulations regarding board composition and the appointment of a woman director. BSE Limited and National Stock Exchange of India Limited levied a fine of Rs 4,48,400 each on February 27, 2026, for the non-compliance under Regulation 17(1) of the Listing Regulations. The penalty impacts the company's compliance record and underscores the importance of adhering to governance norms.

The Board of Directors addressed the non-compliance notice in its meeting held on May 28, 2026. In its response, the company clarified that the lapse was not intentional and occurred due to the non-availability of a suitable candidate. The Board emphasized that the position of an independent director is crucial and requires a thorough review process, which contributed to the delay in appointment.

To rectify the situation, the company appointed Ms. Karishma Kaur Gill as an Additional Director acting in the capacity of an Independent Non-executive Woman Director on December 16, 2025. Her appointment was made in accordance with the Companies Act, 2013 and the Listing Regulations. Shareholders subsequently approved her appointment through a postal ballot process, with the notice dated February 07, 2026.

Following these steps, the company reported that it now has an optimum mix of Board members. The Board comprises six members, three of whom are Independent Directors, including a woman director. This composition ensures that half of the Board is independent, meeting the regulatory requirements.

The company assured the exchanges that it has always endeavored to comply with applicable regulations and has strengthened its processes to prevent such inadvertent delays in the future.

Asian Hotels (North) Limited has issued a Postal Ballot Notice dated May 15, 2026, under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The notice was dispatched to members through electronic mode on May 18, 2026, seeking their approval via remote e-voting for two special resolutions relating to the appointment and re-appointment of Independent Directors on the Company's Board.

Key Resolutions Under Postal Ballot

The postal ballot covers two special resolutions as detailed below:

E-Voting Schedule and Process

The remote e-voting facility has been extended to all eligible members whose names appear in the Register of Members or list of Beneficial Owners as on the cut-off date of Friday, May 15, 2026. The key dates and process details are as follows:

The resolutions, if passed by requisite majority, shall be deemed to have been passed on the last date of e-voting, i.e., June 17, 2026. Results will be communicated to BSE Limited and the National Stock Exchange of India Limited and will also be published on the Company's website.

Profile of Directors Seeking Appointment

The following table summarises the key details of the two directors as disclosed in the Postal Ballot Notice:

Mr. Yogesh Chander Modi – Background

Mr. Yogesh Chander Modi is a retired 1984 batch officer of the Assam-Meghalaya cadre of the Indian Police Service (IPS) with over 37 years of experience. He served as Director-General of the National Investigation Agency (NIA) from October 30, 2017 until his superannuation on May 31, 2021. Prior to his tenure at the NIA, he worked with the Central Bureau of Investigation (CBI) for approximately 10 years across two stints (2002–2010 and 2015–2017), handling Special Crime, Economic Offences, and Anti-Corruption cases. From 1991 to 2002, he served with the Cabinet Secretariat of India, including a posting outside India. He had joined the NIA as Officer on Special Duty (OSD) on September 22, 2017, before being appointed Director-General.

As on the date of the Postal Ballot Notice, Mr. Modi holds a directorship only in Asian Hotels (North) Limited and is a member of its Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee.

Mr. Naresh Kumar Jain – Background

Mr. Naresh Kumar Jain brings over 46 years of industry experience, including more than 32 years of managerial experience in senior positions. He has served as Director Legal & Compliance for a large listed entity for over 5 years, and has been a past chairman of NIRC (1992), Council Member (1995–1997), and Secretary and CEO (2003–2012) of The Institute of Company Secretaries of India. He has been a member of various committees of apex industry associations and regulatory bodies including the MCA, Planning Commission, SEBI, NFCG, IGONU, IFCS, and CSIA.

Mr. Jain holds directorships in multiple listed entities and committee positions as detailed below:

The Board of Directors, on the basis of a satisfactory performance evaluation conducted by the Nomination and Remuneration Committee, has recommended Mr. Jain's re-appointment for a second term of 2 years. The Board noted that Mr. Jain attended 100% of the 10 Board meetings held during FY 2025-26.

Regulatory and Procedural Compliance

The Postal Ballot Notice has been issued in compliance with Section 110 read with Section 108 of the Companies Act, 2013, Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, and the MCA Circulars, including the latest Circular No. 03/2025 dated September 22, 2025. In accordance with these circulars, the notice is being sent only through electronic mode; no physical copies of the Postal Ballot Notice or forms will be dispatched to shareholders. The notice is available on the Company's website at www.asianhotelsnorth.com , on the BSE and NSE websites, and on the KFin Technologies platform at https://evoting.kfintech.com/showallevents.aspx . The Postal Ballot Notice details will also be published in Business Standard in English and Hindi on May 19, 2026. The entire postal ballot process is being overseen by Mr. Arun Gopal Agarwal, CEO and Executive Director (DIN: 00374421), who has been designated as the person responsible for the process.