Inter alia, approved : 1. Re-appointment of following Independent Directors for another term of five years w.e.f June 1, 2020 subject to approval of shareholders at the ensuing Annual General Meeting: 2. Recommendation for re-appointment of Ms. MeiTheng Leong (DIN: 08163996), Non- Executive Director, who retires by rotation, to the shareholders at the ensuing Annual General Meeting pursuant to Section 152 of Companies At, 2013. 3. Cessation of tenure of following Independent Directors who were appointed as Independent Directors from June 1, 2018 to May 31, 2020. 4. Resignation of following Executive Directors w.e.f June 1, 2020

Consolidation of Shares & Inter alia, discussed and approved following major businesses: 1. Reclassification of Promoter to Public Category: The Reclassification of Promoter to Public Category subject to approval of shareholders in General Meeting (i.e. For Reclassification request received from Optilum Business Enterprises Private Limited, Promoter Dated May 19, 2020). 2. Appointment of Additional Director: Mr. Akshay Pawan Kumar Jain (DIN: 08595089) has shown his unwillingness to be appointed as an additional director of the company and hence he was not appointed as an additional director. 3. Consolidation of shares: The Board of Directors of the Company approved to consolidate the Face Value of Equity Shares from Rs. 4/- to Rs. 10/- and consequential alteration of Memorandum of Association subject to approval of members in ensuing Annual General Meeting.

Inter alia transacted the following business: Approval for appointment of CS Mohammed Fehzan Chippa (Mem. No.: A57028) as Company Secretary & Compliance officer of the Company with effect from 1st June, 2020

The Board transacted following items: 1. Considered and approved the resignation of Mr. Nanda Dulal Dey from the post of Managing Director and Director of the Company w.e.f 1st April, 2020. 2. Considered and approved the appointment of Mr. Shyama Charan Kumar as Additional Executive Director of the Company w.e.f 1st April, 2020. 3. Considered and approved the appointment of Mr. Shyama Charan Kumar from the post of Managing Director of the Company w.e.f 1st April, 2020. 4. Considered and approved the appointment of Mr. Vishal Vijay Phondake as Non- Executive Non-independent Director of the Company w.e.f 1st April, 2020.

Inter alia, have considered and approved following: 1. Resignation of Mr. Harish Punwani as Company Secretary and Compliance Officer of the Company. 2. Mr. Mikil Nitinohai Gohil has been appointed as Company Secretary and Compliance Officer of the Company

Inter-alia: 1. Given in-principle approval to raise funds upto Rs. 150 Crore, either through Right Issue, Preferential Allotment or Qualified Institutional Placement. The management will evaluate the proposal to raise funds and present the same before the Board of Directors to consider and approve the timings, quantum and mode of raising the funds. Further disclosures pertaining to the transaction shall be submitted on finalization of the transaction. 2. Considered approval for the issuance of Compulsorily Convertible Preference Shares by Fleur Hotels Private Limited (?FHPL?) which is a material subsidiary of the Company, to APG Strategic Real Estate Pool N.V (?APG?), which is an existing shareholder of FHPL for an amount upto Rs. 300 Crore in multiple tranches, subject to execution of necessary documentation.

Quarterly Results & Audited Results & Inter alia, to consider and approve 1 consider & approve Standalone & Consolidated financial results of the Company; 2. consider & approve Standalone & Consolidated financial statements of the Company; 3. appoint a Director in place of Mr. Mukesh Chimanlal Gandhi (DIN: 00187086), liable to retire by rotation in terms of section152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointement; 4. consider increase in borrowing powers under section 180(1)(c) of the Companies Act 2013; 5. enhance limit of exercising powers of the board to create charge on assets of the Company under section 180(1)(a) of the Companies Act 2013; 6. review & amend powers granted to finance committee; 7. such other business...

Inter alia approved the following: a. The relinquishment of office by the Statutory Auditor DSI and Co.-Chartered Accountants from the position of Auditor of the company. b. Appointment of H. Toshniwal and Co., Chartered Accountants as new Statutory Auditor of the company until the next Annual General Meeting in place of statutory auditor relinquishing the Office as such.

Inter alia, 1. Board of Directors recommended dividend @ 20% (Rs 2.00 per Share) on the Equity Share Capital for the year 2019-20. 2. Annual General Meeting of the Shareholders of the Company will be held on September 29, 2020. 3. At the Meeting of Board of Directors, Board considered, approved and noted resignation of Mrs. Poornima Karvat, An Independent Director of the Company with effect from May 30, 2020. 4. The Board approved the appointment of Mitesh Rana & Co., as Secretarial Auditor of the Company for the Financial Year 2020 -2021. 5. At the meeting of Board of Directors held on May 30, 2020, the Board reconstituted committees of the Board of the Company

Inter-alia, ? appointed Mr. Nisha Jolly, as an Additional Non Executive Independent Woman Director with effect from May 30, 2020 and shall hold office till the forthcoming Annual General Meeting (AGM) and shall be eligible for appointment at the AGM. ? appointed M/s P A K M & Associates, Chartered Accountants, as Internal Auditor-of the Company for the financial year 2020-21. ? approved in principally for raising of funds including issue of Redeemable Non-Convertible Debentures (NCDs) on private placement basis

Inter alia, to consider and approve: 1. The appointment of Mr. Vishal Sarin as Additional Director and Chief Financial Officer of the Company subject to approval from various authorities . 2. The appointment of Mr. Naveen Parashar as Additional Director (Non-Executive, Independent) of the Company. 3. The appointment of Mr. Jenish Shah as Additional Director (Non-Executive, Independent) of the Company 4. To take note the resignation of Mr. Surender Kumar from the post of Independent Director - Non Executive of the Company. 5. To take note the resignation of Mr. Adarsh Tulshyan from the post of Chief Financial Officer of the Company. 6. The issuance of Unsecured Non-Convertible Debentures on private placement basis in one or more tranches within overall borrowing limits of the Company. 7. Postal Ballot Notice and Postal Ballot Form. 8. Calendar of Events for the Postal Ballot Process. 9. The appointment of Mr Kanwaljit Singh Thanewal, Practicing Company Secretary as scrutinizer for conducting Postal Ballot Process.

Inter alia to transact the following Matters: 1. Considered and accepted resignation of the CS Davendra Kumar from post of Company Secretary of the Company w.e.f. 1st June 2020.

Inter-alia transacted the following: 1. Appointed Mr. Alok Singh as Company Secretary and Compliance Officer of the company w.e.f. 1st June, 2020.

Inter alia, Mr. ZAIN MEHDI SAYED has been Appointed as Company secretary Cum Compliance office of the Company with effect from 1? June,2020.

inter alia to transact the following Matters: 1. To consider and approve appointment of the Company Secretary of the Company. 2. To consider and approve appointment of Mr. Nitesh Chaudhary as Secretarial Auditor of the Company for Financial Year 2019 - 2020.

Inter alia, approved the following: 1. The Board has not recommended any final dividend, 2. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board has recommended the appointment of Mr. B Jayaraj Additional Director, who holds the office of Director up to the conclusion of the ensuing AGM, for appointment as Non-Executive Non-Independent Director liable to retire by rotation, subject to the approval of the shareholders.

Preferential Issue of shares Inter alia considered and approved the following matter: The Company has decided to allot 660,000 (Six Lakhs Sixty Thousand) /- Equity Shares amounting to Rs. 33,00,000/- on preferential basis to Strategic Investors not forming part of the Promoter Group (i.e. HT Mobile Solutions Limited) in terms of SEBI (ICDR) Regulation, 2018 (as amended).

Voluntary Delisting of Shares A meeting of the board of directors of the Company is being convened on June 03. 2020. to consider, inter alia the following: 1. To consider the Delisting Proposal; 2. Appointment of a merchant banker registered with the Securities and Exchange Board of India for carrying out due diligence as required in terms of Regulation 8(1A)(ii) of the SEBI Delisting Regulations. 3. To obtain from the Stock Exchanges, details of trading in shares of the Company for a period of 2 (two) years prior to the date of board meeting by top 25 (twenty-five) shareholders along with the details of off-market transactions of such shareholders for a period of 2 (two) years and obtain any other information that may be required by the merchant banker as it deems fit for carrying out the due diligence as required in terms of the SEBI Delisting Regulations; and 4. Any other matters incidental thereto.

Inter alia, to consider and approve the appointment of Company Secretary & Compliance officer of the Company

Inter alia, approved the following : 1. Approved enabling annual resolution for raising funds through issue of Non- Convertible Debentures on a private placement basis, upto a limit of Rs. 10,000 Cr subject to the approval of the members; 2. Approved the raising of funds by way of issue of Non Convertible Debentures to the public upto Rs. 5,000 Cr in one or more tranches subject to necessary approvals; 3. Considered the intention of resignation submitted by M/s Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai, the Statutory Auditors of the Company and its Material Subsidiary i.e. IIFL Home Finance Limited as the fees are not commensurate to the efforts that they would be incurring to conduct an audit in accordance with the Standards on Auditing specified under section 143(10) of the Companies Act, 2013 hence they do not offer themselves as the Statutory Auditors of the Company for the quarter ending June 30, 2020 and the year ending March 31, 2021. In this regard, an Audit Committee and Board Meetings of the Company are scheduled to be held on Friday, June 05, 2020 to take necessary action on the same.