Directors Report of Samhi Hotels Ltd.

Mar 31, 2025

Your Directors hereby present the 15^th (fifteenth) Annual Report on the business and operations of SAMHI Hotels Limited
(hereinafter referred to as “the Company") together with the Audited Financial Statements (Consolidated and Standalone) for
the financial year ended March 31,2025.

1. FINANCIAL RESULTS

The Company''s financial performance for the financial year ended March 31,2025 is summarized below:

Particulars	Standalone		Consolidated
	FY 2025	FY 2024	FY 2025	FY 2024
Income from Operations	1,552.52	1,505.61	1 1,300.07	9,573.93
Other Income	62.06	151.22	196.72	213.33
Total Income	1,614.58	1,656.83	11,496.79	9,787.26
Operating profit before finance charges, depreciation and exceptional items	504.18	223.87	4,256.87	2,878.51
Finance Charges	391.72	1,183.07	2,287.60	3,451.10
Depreciation	99.46	92.28	1,168.28	1,136.69
Exceptional items	189.04	250.47	194.35	732.10
Net Profit/(Loss) before tax	202.04	(801.01)	606.64	(2441.38)
Tax Expense
- Current Tax	-	-	-	(2.61)
- Deferred Tax	-	-	(248.36)	(92.59)
- Tax earlier years	-	-	-	-
Profit/(Loss) after tax	202.04	(801.01)	855.00	(2,346.18)
Other Comprehensive Income
- Items that will not be reclassified to profit or loss	(1.40)	1.12	(5.14)	4.65
- Items that will be reclassified to profit or loss	-	-	-	-
Total Comprehensive Income/(Loss) for the financial year	200.64	(799.89)	849.86	(2,341.53)
Balance carried to the Balance Sheet	200.64	(799.89)	849.86	(2,341.53)
Earnings per Equity Share
Basic	0.92	(5.01)	3.88	(14.67)
Diluted	0.91	(5.01)	3.84	(14.67)

Consolidated Financial Statement

The Consolidated Financial Statements of the Company
for the fiinancial year 2024-25 (“CFS") has been prepared
in compliance with the applicable provisions of the
Companies Act, 2013 (the “Act"), Indian Accounting
Standard (“IND-AS") and the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulation, 2015, as amended from
time to time (“SEBI LODR Regulations"). The CFS has
been prepared on the basis of the audited financial
statement of the Company and its subsidiary(ies)
including step-down subsidiary(ies), as approved by
their respective Board of Directors, which forms an
integral part of the Annual Report.

2. STATE OF THE COMPANY’S AFFAIRS

Financial Year 2025 marked a defining phase. It was
not only a financial transformation of our Profit & Loss
Account and Balance Sheet post our Initial Public Offer
(“IPO") that happened in the financial year 2023-24, but
also a period of strategic clarity. Profitability improved,
operating metrics strengthened, and the balance sheet
became leaner and more agile.

We restructured our capital and improved the balance
sheet health, both of which were essential as we
entered a new phase of growth. The landmark 7,500
mn partnership with GIC was not just a capital raise;
it served as a strategic enabler. Of the total infusion,

6,000 mn was deployed towards debt reduction,

bringing down our finance costs and improving cash

flows. The outcome was a lower leverage profile and

increased flexibility to pursue value-accretive initiatives.

Financial Update

s Against this promising backdrop, your Company
has delivered a strong performance in the financial
year 2024-25. Your Company reported a top line
of '' 11,497 mn with an EBITDA (pre-ESOP) of
'' 4,434 mn, providing a solid foundation for future
growth.

s The financial performance reflects the strength
of the business model and the effectiveness of
the strategic initiatives. The Company witnessed
a ~17% year-on-year increase in revenues, with
EBITDA (pre-ESOP) growing by ~27% year-
on-year. This performance underscores the
Company''s ability to capitalize on the growing
demand in the hospitality sector while maintaining
operational efficiency.

s The transformation of the ACIC portfolio into
Marriott-managed hotels, coupled with clustering
into our Marriott shared service network, drove
a material expansion of margins. Revenue
transformation of the portfolio should follow over
the next 2 years.

s We also made two significant acquisitions to
augment same-store growth in the medium term,
both of which were textbook SAMHI deals. First
being the operating 142 rooms Trinity Hotel in
Whitefield Bangalore which we are converting into
a 360 room dual-branded hotel under Marriott''s
Westin and Tribute Portfolio brands. And second,
of course, is the long-term variable lease of
an existing office building in the heart of Hitec
City, Hyderabad, which we are converting into
a 170 room "W" branded hotel under Marriott''s
management. Both these transactions follow
SAMHI''s stated strategy of capital efficient growth
and will materially contribute to our revenue and
EBITDA growth over the coming years.

Future Strategy

s Our strategy remained grounded in three pillars:
acquire at discount to replacement cost, manage
actively, and scale with discipline. This approach
led us to focus on high-density, demand-resilient
markets, form partnerships with global brands,
and deploy data-driven insights to enhance
portfolio performance.

s We have a strong pipeline of internal projects
which are in execution phase and will augment our
same store growth over the next few years.

s The Company is well positioned for sustainable
growth. With strong free cash flow generation and
a healthy balance sheet, the Company has the
flexibility to pursue both growth opportunities and
further debt reduction. The total cash balance is
growing each quarter, providing the Company with
the resources to fund the expansion plans and
optimize the capital structure.

3. CHANGE IN NATURE OF BUSINESS

During the financial year under review, there was no
change in the nature of business of the Company.

4. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES

As on March 31, 2025, the Company has sixteen (16)
wholly owned subsidiary(ies) including step-down
subsidiary(ies):

i. Argon Hotels Private Limited

ii. Ascent Hotels Private Limited

iii. Barque Hotels Private Limited

iv. Caspia Hotels Private Limited

v. Paulmech Hospitality Private Limited*

vi. SAMHI JV Business Hotels Private Limited

vii. SAMHI Hotels (Ahmedabad) Private Limited

viii. SAMHI Hotels (Gurgaon) Private Limited

ix. Duet India Hotels (Pune) Private Limited

x. Duet India Hotels (Hyderabad) Private Limited

xi. Duet India Hotels (Ahmedabad) Private Limited

xii. Duet India Hotels (Chennai) Private Limited

xiii. Duet India Hotels (Jaipur) Private Limited*

xiv Duet India Hotels (Navi Mumbai) Private Limited*

xv. ACIC Advisory Private Limited

xvi. Innmar Tourism and Hotels Private Limited#
*Step-down subsidiary(ies)

#Acquired w.e.f. October 04, 2024

Note no. 1: The Company has sold out its 100% stake
held in Duet India Hotels (Chennai OMR) Private
Limited (“Duet Chennai OMR") on February 10, 2025
by entering into the Share Purchase Agreement (“SPA")
with Greenpark Hotels and Resorts Limited, and thus,
Duet Chennai OMR shall cease to be a wholly owned
subsidiary of the Company as on March 31, 2025.

5. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP''S)

The composition and category of Board of Directors as on March 31,2025 constitutes the following Directors, namely:

S. No.	Name of the Director(s) & DIN	Category
1.	Mr. Ashish Jakhanwala (DIN: 03304345)	Chairman, Managing Director & Chief Executive Officer (“CMD & CEO")
2.	Mr. Manav Thadani (DIN: 00534993)	Non-Executive and Non-Independent Director (“NENID")
3.	Mr. Ajish Abraham Jacob (DIN: 08525069)	Non-Executive and Non-Independent Director (“NENID")
4.	Mr. Aditya Jain (DIN: 00835144)	Non-Executive and Independent Director (“NEID")
5.	Mrs. Archana Capoor (DIN: 01204170)	Women Non-Executive and Independent Director (“WNEID")
6.	Mr. Michael David Holland (DIN: 02845141)	Non-Executive and Independent Director (“NEID")
7.	Mr. Krishan Dhawan (DIN: 00082729)	Non-Executive and Independent Director (“NEID")

Note no. 2: Duet India Hotels (Bangalore) Private
Limited (“Duet Bangalore") was merged into Duet
India Hotels (Hyderabad) Private Limited, pursuant
to the order confirming the Scheme issued by the
Regional Director (Northern Region), Ministry of
Corporate Affairs, effective from November 03, 2024
and accordingly, Duet Bangalore shall cease to be a
subsidiary of the Company as on March 31,2025.

Further, pursuant to Section 129 of the Act read with
Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing salient features of the financial

During the financial year under review, the NENID''s of
the Company had no pecuniary relationship or business
transactions with the Company, other than sitting fees.
However, no remuneration or sitting fees has been paid
to Mr. Ajish Abraham Jacob, NENID of the Company as
he has waived off to receive the same.

During the reporting financial year, Mr. Michael Peter
Schulhof (DIN: 01884261) has resigned as NENID from
the Board of the Company, w.e.f. June 27, 2024 due to
some unavoidable circumstances. The Board wishes
to place on record their sincere appreciation for the
contributions made by the outgoing director during his
tenure on the Board.

I n accordance with the provisions of the Act and the
Articles of Association of the Company, 1 (one) of your

statements of wholly owned subsidiary(ies) including
step-down subsidiary(ies) of the Company in the
prescribed Form AOC-1 is annexed as Annexure-1 to
this Board''s report.

The Company doesn''t have any associate or joint-
venture company as of March 31, 2025.

The performance and financial position of wholly owned
subsidiary(ies) including the step-down subsidiary(ies)
of the Company has been explained in form AOC-1 and
the CFS provided along with notes, forms an integral
part of the Annual Report.

directors, viz. Mr. Ajish Abraham Jacob (DIN: 08525069),
is retiring by rotation, at the ensuing Annual General
Meeting of the Company and being eligible, offers his
candidature for re-appointment. Your approval for
his re-appointment as Director is being sought in the
Notice convening the 15th Annual General Meeting of
the Company for the financial year 2024-25.

Key Managerial Personnel (KMP''s)

Pursuant to the provisions of Section 203 of the Act, the
KMPs of the Company as on March 31, 2025 are:

1. Mr. Ashish Jakhanwala, CMD & CEO

2. Mr. Rajat Mehra, Chief Financial Officer (“CFO")

3. Mr. Sanjay Jain, Senior Director - Corporate
Affairs, Company Secretary & Compliance Officer

6. STATEMENT ON DECLARATION AND CONFIRMATION
GIVEN BY INDEPENDENT DIRECTOR(S)

Pursuant to the provisions of Section 149 of the Act,
the Independent Director(s) have submitted their
declarations that each of them meets the criteria
of independence as provided under Section 149(6)
of the Act along with the rules framed thereunder
and Regulation 16(1)(b) and 25(8) of the SEBI LODR
Regulations. There has been no change in the
circumstances affecting their status as Independent
Director(s) of the Company.

The Independent Director(s) of the Company have
confirmed that they have registered their names in the
data bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs in terms of Section
150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules,
2014, as amended from time to time.

7. STATEMENT REGARDING OPINION OF THE BOARD
WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENY) OF THE
INDEPENDENT DIRECTORS APPOINTED DURING THE
FINANCIAL YEAR

No independent director(s) has been appointed during
the financial year under review in the Company.

8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
OF THE COMPANY

The Board has met 06 (six) times during the financial
year 2024-25. The details of the meetings held are set
out in the Corporate Governance Report, forming an
integral part of the Annual report of the Company.

9. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has the following committees of the
Board of Directors of the Company:

i. Audit Committee;

ii. Nomination And Remuneration Committee;

iii. Corporate Social Responsibility and Environmental,
Social and Governance Committee (“CSR & ESG
Committee")

iv. Stakeholders'' Relationship Committee;

v. Risk Management Committee

The composition details of all the Committees of the
Board of Directors constituted by the Company have

been disclosed in the Corporate Governance Report
forming an integral part of the Annual Report.

10. GENERAL BODY MEETINGS
Annual General Meeting (“AGM")

During the financial year 2024-25, the AGM of the
members of the Company was held on Thursday,
September 19, 2024.

Extraordinary General Meeting (“EGM")

No EGMs of the members of the Company were held
during the financial year under review.

11. MANAGEMENT DISCUSSION & ANALYSIS,
CORPORATE GOVERNANCE AND BUSINESS
RESPOSIBLITY & SUSTAINABILITY REPORT

A detailed report on the Company''s performance,
industry trends and other material changes with
respect to the Company itself, it''s subsidiary(ies)
including step-down subsidiary(ies) is covered in the
Management Discussion & Analysis, which has been
provided in a separate section and forms part of the
Annual Report.

The Company is committed to good corporate
governance practices and endeavors to adhere to
the standards set out by the Securities and Exchange
Board of India (“SEBI"). Your Company has complied
with the Corporate Governance requirements specified
under the Act and the SEBI LODR Regulations and a
detailed Report on Corporate Governance in line with
the requirements of the same, as amended from time
to time, regarding the corporate governance practices
followed by Company during the financial year under
review together with a certificate regarding compliance
of corporate governance conditions, obtained from the
Practicing Company Secretary is annexed and marked
as Annexure-2.

Pursuant to Regulation 34(2)(f) of the SEBI LODR
Regulations, as amended, the Company has provided
the Business Responsibility & Sustainability Report

(“BRSR") detailing various initiatives of the Company
in a separate section forms part of the Annual Report,
which indicates the Company''s performance against
the principles of the ''National Guidelines on Responsible
Business Conduct''. This would enable the members
to have an insight into the environmental, social and
governance initiatives of the Company.

i.e. Ascent Hotels Private Limited (“Ascent"),
SAMHI JV Business Hotels Private Limited
(“SAMHI JV") and Innmar Tourism and Hotels
Private Limited (“ITHPL") (collectively, the “Target
Companies") pursuant to which the Investor has
made/ will make a (i) primary investment and
subscription of equity instruments in one or more
tranches so as to hold 35% (thirty-five percent) of
the equity share capital (on a fully-diluted basis)
of Ascent and ITHPL; and (ii) primary investment
and subscription of equity instruments in SAMHI
JV along with the Company transferring the equity
shares held by it in SAMHI JV to the Investor
equivalent to ~14% (approx. fourteen percent) of
the equity share capital (on a fully-diluted basis)
of SAMHI JV, to bring aggregate shareholding of
the Investor in SAMHI JV through the secondary
purchase and the primary infusion to 35% (thirty-
five percent) of the equity share capital (on a fully-
diluted basis) of SAMHI JV

The said transaction enables both the parties to
explore additional growth opportunities in the
upscale and higher segment to grow the joint
venture portfolio in a 65 - 35 ratio. In line with this
objective and as part of the said Transaction, the
Company and the Investor have entered into an
arrangement with respect to future acquisitions
of upscale hotels and for any divestment of other
upscale hotels owned by the Company through
entities other than the Target Companies.

(e) On May 14, 2025, i.e., post financial year 2024-25,
the Company entered into the Share Purchase
Agreement with one of its wholly-owned
subsidiaries, namely, Ascent Hotels Private
Limited (“Ascent") and Vascon Engineers
Limited, a company incorporated under the
Companies Act, 1956, having its registered
office at Vascon Weikfield Chambers, Behind
Hotel Novatel, Opposite Hyatt Hotel, Pune Nagar
Road, Pune, Pune, Maharashtra, India, 411014
(“Vascon") to record the terms for investing the
funds of the Company in Ascent, to the tune of
'' 45,00,00,467/- (Indian Rupees Forty Five Crore
Four Hundred and Sixty Seven only) by way of
secondary acquisition of 67,26,394 (sixty seven
lakh twenty six thousand three hundred and
ninety four) equity shares from Vascon.

(f) Further, the Company has subscribed to certain
equity shares of Ascent each having a face value
of '' 10/~ (Indian Rupees Ten only) on rights issue

basis, to the tune of '' 125,00,00,000/- (Indian

12. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT

During the financial year under review and from the end
of the financial year to the date of this Board''s Report,
the following material changes have been occurred:

(a) On October 04, 2024, the Company has made
an investment of 2,050 mn adjusted for net
working capital including cash, to acquire 100%
share capital of “Innmar Tourism and Hotels
Private Limited" by way of entering into the Share
Purchase Agreement (“SPA") dated October
04, 2024 in respect of the said transaction. As a
result, Innmar Tourism and Hotels Private Limited
has became 100% wholly owned subsidiary of the
Company.

(b) The Company has infused funds to the tune of
'' 20,50,00,000/- (Indian Rupees Twenty Crore
Fifty Lakh only) in its wholly owned subsidiary,

namely, Duet India Hotels (Chennai OMR) Private
Limited (“Duet Chennai OMR") on January 21,
2025, by way of subscribing upto 2,05,00,000
(Two Crores Five Lakh) equity shares of Duet
Chennai OMR, having face value of '' 10/- (Indian
Rupees Ten only) on rights issue basis, where
such funds were utilized by Duet Chennai OMR
solely for the purposes of repayment of certain
inter-corporate deposits. Also, the Company
has granted unsecured loan facility of upto a
maximum amount of '' 55,00,00,000/- (Indian
Rupees Fifty-Five Crores Only) to Duet Chennai
OMR in accordance with terms & conditions
stipulated in the Loan Agreement executed
between the Company and Duet Chennai OMR.

(c) On February 10, 2025, your Company sold out its
100% stake held in Duet Chennai OMR by entering
into the SPA with Greenpark Hotels and Resorts
Limited, and thus, Duet Chennai OMR shall cease
to be a wholly owned subsidiary of the Company
as on March 31,2025.

(d) Post financial year 2024-25, the Company has
entered into the transaction(s) on April 24, 2025
with Reco Bellflower Private Limited, an affiliate
of GIC Pte. Ltd., a leading global investment
firm established in 1981 to secure Singapore''s
financial future (“GIC" or “Investor"), in respect of
three wholly-owned subsidiaries of the Company,

Rupees One Hundred and Twenty-Five Crore only)

on May 14, 2025.

No other material changes apart from the above,
which could affect the financial position of the
Company, occurred between the end of the
financial year of the Company to the date of this
Board''s Report.

13. ANNUAL RETURN

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 the Company is available
on the website of the Company at https://samhi.
co.in/wp-content/uploads/7074/1 1/Annual-Return-
FY-2023-24.pdf

14. STATUTORY AUDITORS

The Members of the Company at the 12^th AGM held on
December 22, 2022 had approved the re-appointment
of M/s. BSR & Co. LLP, Chartered Accountants (Firm
Registration No. 101248W/ W-100022), as the Statutory
Auditors of the Company to hold office for a term of 03
(three) consecutive years from the conclusion of the
said AGM till the conclusion of the 15^th AGM to be held
in the financial year 2025-26. Accordingly, M/s. BSR &
Co. LLP, Chartered Accountants, would be completing
their second term as Statutory Auditors at the ensuing
AGM of the Company.

The Boardof Directorsof theCompanyatits meeting held
on Thursday, July 03, 2025, considering the experience
and expertise and based on the recommendation of the
Audit Committee, has proposed to the Members of the
Company, the appointment of M/s. Walker Chandiok
& Co. LLP, Chartered Accountants (Firm Registration
No. 001076N/ N500013), as Statutory Auditors of the
Company in place of M/s. BSR & Co. LLP, the retiring
Statutory Auditors, to hold office for a term of 05 (five)
consecutive years from the conclusion of the 15th
AGM till the conclusion of the 20^th AGM, subject to the
approval by the Shareholders at the ensuing AGM, on
payment of such remuneration as may be mutually
agreed upon between the Board of Directors and the
Statutory Auditors, from time to time.

Pursuant to Section 139 of the Act read with the Rules
framed thereunder, the Company has received written
consent from M/s. Walker Chandiok & Co. LLP and a
certificate that they satisfy the criteria provided under
Section 141 of the Act and that the appointment,

if made, shall be in accordance with the applicable
provisions of the Act read with Rules framed thereunder.
As required under the SEBI LODR Regulations, M/s.
Walker Chandiok & Co. LLP has confirmed that they
hold a valid certificate issued by the Peer Review Board
of ICAI.

The Report issued by the retiring Statutory Auditors
on the audited financial statements of the Company
for the financial year ended March 31,2025 along with
its annexures, has been duly examined by the Board of
Directors of the Company, which is self-explanatory
and forms part of this Annual Report also.

The Auditor’s Report on the audited financial statements
for the financial year under review was issued with an
unmodified opinion.

15. EXPLANATIONS OR COMMENTS ON AUDITOR''S
QUALIFICATION/ RESERVATION/ ADVERSE REMARK/
DISCLAIMER

There is no reservation or observation or qualification
or adverse remark or disclaimer of Statutory Auditors
in their Report. The relevant notes to accounts in their
Report are self-explanatory and therefore do not require
further explanation pursuant to Section 134(3)(f)(i).
Further, no fraud has been reported by the auditors in
their report.

16. SECRETARIAL AUDITORS, ANNUAL SECRETARIAL
AUDIT AND SECRETARIAL COMPLIANCE REPORT

In terms of Section 204(1) of the Act read with rule no.
9 of the Companies Appointment, and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation
24A(1) of the SEBI LODR Regulations, your Company
had appointed M/s T. Sharad & Associates, Company
Secretaries (“Practicing Company Secretary") to conduct
its secretarial audit for the financial year 2024-25.

The Company has obtained a Secretarial Audit Report
for the financial year 2024-25 from him, forms part of
this Board''s Report as Annexure-3. The Secretarial
Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer. Also, the
Annual Secretarial Compliance Report for the financial
year ended March 31, 2025 in accordance with
Regulation 24A(2) of the SEBI LODR Regulations, was
obtained from Practicing Company Secretary and was
accordingly submitted to both the stock exchange(s),

i.e., BSE Limited and National Stock Exchange of India
Limited, within the timeframe prescribed.

Pursuant to Regulation 24A(1) of the SEBI LODR
Regulations, the Secretarial Audit Report of the
Company''s material unlisted Indian subsidiary(ies) for
the financial year 2024-25 has also been obtained by
the Company from Practicing Company Secretary and
are annexed to this Directors'' Report as Annexure-3A.

Further, based on the recommendation of the Audit
Committee, the Board of Directors at its meeting
held on Thursday, July 03, 2025 considering various
factors such as industry experience, technical
skills, audit quality reports, etc., has proposed to the
Members of the Company, the appointment of M/s.
T Sharad & Associates, Company Secretaries (Firm
Registration No.: UCN S2004DE845800 & Peer Review
Certificate No. 1746/2022), as Secretarial Auditors of
the Company in accordance with Regulation 24A of
the SEBI LODR Regulations, as amended vide SEBI
(Listing Obligations and Disclosure Requirements)
(Third Amendment) Regulations, 2024, and in terms
of the provisions of Section 204 of the Act, read with
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended from
time to time, to hold the office for a term of 05 (five)
consecutive years commencing from the conclusion of
15^th AGM till the conclusion of the 20^th AGM, subject to
the approval by the shareholders at the ensuing AGM,
on payment of such remuneration as may be mutually
agreed upon between the Board of Directors and the
Secretarial Auditors, from time to time.

M/s. T. Sharad & Associates, given their consent to
be appointed as Secretarial Auditors of the Company
confirming that they do not incur any disqualification
specified under SEBI Circular No. SEBI/HO/CFD/CFD-
PoD/CIR/P/2024/185 dated December 31, 2024 and
that they shall not render any restricted services stated
therein to the Company, its subsidiary company(ies)
to ensure independence and avoid conflict of interest.
In addition to the Secretarial Audit, M/s. T. Sharad &
Associates shall provide such other services in the
nature of certifications and other professional work, as
approved by the Board of Directors.

17. ANNUAL BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of
the Act read with rules made thereunder and Regulation
17(10) of the SEBI LODR Regulations, the Board of
Directors has carried out an annual evaluation of its
own performance including that of its Committees
(wherein the concerned director being evaluated did
not participated).

Further, to comply with the provisions specified under
Regulation 25(4) of the SEBI LODR Regulations, the
Non-Executive and Independent Directors ("NEIDs")
also evaluated the performance of the Non-Executive
and Non-Independent Directors ("NENIDs"), Chairman
and Board as a body at a separate meeting of the NEIDs
held on March 24, 2025.

18. DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITOR’S UNDER SECTION 143(12) OF THE ACT

Pursuant to section 134(3)(ca), no incident of fraud has
been reported by the Auditors of the Company under
section 143(12) of the Act.

19. REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEE(S)/
PERSONNEL(S)

Your Directors place on record their appreciation for
the significant contribution made by all employee(s)/
personnel(s) for the continued growth of the business.

The statement including the details of employees
as required to be furnished in accordance with the
provisions of Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel), Rules, 2014
are set out in Annexure-4 to this Board''s Report.

The details pertaining to the remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
are provided in Annexure-5 to this Board''s Report.

20. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms
of Section 134(3)(c) & (5) of the Act, which is to the
best of their knowledge and belief and according to the
information and explanations obtained by them:

a. that in the preparation of the annual accounts
for the financial year ended March 31, 2025,
the applicable accounting standards have been
followed along with proper explanation relating to
material departures;

b. that appropriate accounting policies have been
selected and applied consistently and made
judgments and estimates that are reasonable
and prudent have been made so as to give a
true and fair view of the State of Affairs as at
March 31,2025 and of the Profit of your Company
for the financial year ended March 31,2025;

c. that proper and sufficient care has been taken
for the maintenance of adequate accounting
records in accordance with the provisions of the
Act, for safeguarding the assets of your Company
and for preventing and detecting fraud and other
irregularities;

d. that the annual accounts for the financial year
ended March 31, 2025 have been prepared on a
going concern basis;

e. that the Directors have laid down Internal Financial
Controls which were followed by the Company and
that such Internal Financial Controls are adequate
and were operating effectively; and

f. that the Directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and operating effectively.

21. COST AUDITORS AND MAINTENANCE OF COST
RECORDS AS PER SECTION 148(1) OF THE ACT READ
WITH APPLICABLE RULES

The requirements of Cost Audit and maintenance of
cost records as prescribed under the provisions of
Section 148(1) of the Act are not applicable for the
business activities carried out by the Company.

22. TRANSFER TO GENERAL RESERVE

During the financial year 2024-25, no amount was
transferred to the General Reserve.

23. DIVIDEND

Your directors do not recommend any dividend for the
period under review.

24. PUBLIC DEPOSITS

The Company has not accepted/ renewed any deposits
during the financial year under review. Further, no
deposits remain unpaid or unclaimed as at the end
of the financial year and there has been no default in
repayment of deposits or payment of interest thereon
during the financial year under review.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by
the regulators or courts or tribunals having an impact
on the future operations of the Company or its going
concern status.

26. LOANS, GUARANTEES AND INVESTMENTS

During the financial year 2024-25, the Company has
complied with the provisions stipulated under section
186 of the Act read with relevant rules made thereunder,
the details of investments made under section 186
of the Act also form part of the notes to the financial
statements provided in this Annual Report.

Pursuant to Section 186(11)(a) of the Act, the
services provided by your Company is covered under
the definition of ''Infrastructure facilities'' as given
in Schedule VI (point 5) of the Act, and hence, the
provisions of Section 186 of the Act with respect
to Loans and Guarantees are not applicable on the
Company.

27. CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

All related party transactions pursuant to Section
188(1) of the Act that were entered into during the
financial year were on an arm''s length basis and
in the ordinary course of business. There were no
materially significant related party transactions made
by your Company with its Directors or other designated
person(s) which might have a potential conflict with
the interest of the Company at large. All related party
transactions during the financial year which were not in
the ordinary course of business between the Company
and its wholly owned subsidiary(ies) were approved by
the Board.

Pursuant to the provisions of section 188 read
with 134(3)(h) of the Act read with the Companies
(Accounts) Rules, 2014 and Regulation 23 of the SEBI
LODR Regulations, the Report of the Board containing
the particulars of contracts or arrangements with
related parties, as per Form AOC-2 is enclosed with this
Board''s Report as Annexure-6.

The Company is also complying with the provisions
provided under Regulation 23(9) of the SEBI LODR
Regulations, and accordingly, the disclosure of Related
Party Transactions has been submitted on a half-yearly
basis with the stock exchange(s), within the timelines
prescribed.

28. POLICIES

• Nomination and Remuneration Policy

The Company has in place a Nomination and
Remuneration Policy which lays down the criteria
for appointments, evaluation of performance
of Directors and remuneration of Directors,

KMP, Senior Management Personnel and other
employees. The Nomination and Remuneration
Policy is attached as Annexure-7 to this Board''s
Report, which is also available on the website
of your Company at https://samhi.co.in/wp-
content/uploads/2024/02/Nomination-and-
Remuneration-Policy.pdf

• Corporate Social Responsibility (CSR) Policy

The Company has in place CSR policy, formulated in
terms of provision of section 135(4) of the Act read
with rules framed thereunder, which is available
on the website of your Company at https://samhi.
co.in/wp-content/uploads/2024/02/Corporate-
Social-Responsibility-Policy.pdf

The annual report on CSR Activities for the
financial year under review as required under
Section 134 and 135 of the Act read with Rule 8
of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 read with Rule 9 of the
Companies (Accounts) Rules, 2014 is attached as
Annexure-8 to this Board''s Report.

• Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9) & (10) of the Act
read with rules framed thereunder and the SEBI
LODR Regulations, the Board of Directors of the
Company has constituted a Vigil Mechanism/
Whistleblower Vigilance Policy setting out the
mechanism available to employees and directors
to address genuine concerns and grievance they
may have relating to the violation of the code or
otherwise in relation to the legality, ethics, honesty
or integrity of any actions being undertaken by
other persons engaged with the Company in any
capacity.

The Company has uploaded its Vigil
Mechanism/ Whistleblower Vigilance Policy on
its website https://samhi.co.in/wp-content/
uploads/2024/08/Whistle-Rlower-Policy.pdf

• Constitution of the Internal Complaints
Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

Pursuant to the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition, and Redressal) Act, 2013, your
Company has formulated a policy to provide
protection against sexual harassment of women at

workplace and for the prevention and redressal of
complaints of sexual harassment, which has been
circulated to all the employees. This policy shall
also be applicable to all the subsidiaries including
step-down subsidiaries of your Company.

The Company has an Internal Complaints
Committee (‘ICC’) at corporate level and individual
hotels which are being managed by international
operator, i.e., Marriott, have also constituted
their respective ICCs. As on March 31, 2025, the
ICC at corporate level consisted of the following
members:

i. Ms. Anamika Chandola, Presiding Officer

ii. Ms. Ritu Singh, Member

iii. Ms. Iram Naaz Anand, Member

iv. Mr. Rajat Mehra, Member

v. Mr. Amitabh Neehar, External Member
(representing Aware Citizen Foundation)

Post financial year, the above-said constitution of
ICC has revised with effect from June 05, 2025,
due to the retirement of certain member(s) and
induction of new member(s) in the manner as
follows:

Accordingly, the ICC has been re-constituted as
follows:

i. Ms. Tanya Chakravarty, Presiding Officer

ii. Ms. Anamika Chandola, Member

iii. Ms. Iram Naaz Anand, Member

iv. Mr. Rajat Mehra, Member

v. Mr. Amitabh Neehar, External Member
(representing Aware Citizen Foundation)

Your Company had carried out an awareness/
orientation programme for ICC members as well
as for the employees to explain them how to
recognize, prevent and report sexual harassment.
The employees have also been imparted with
the requisite training to sensitize them with the
provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition, and
Redressal) Act, 2013 read with relevant rules
made thereunder.

The Anti-Sexual Harassment Policy of the
Company is made available on the website
of Company https://samhi.co.in/wp-content/
uploads/2025/05/Anti-Sexual-Harassment-
Policy-1.pdf

Your directors have been informed that the ICC has
not received any complaints of sexual harassment
during the financial year under review.

• Risk Management Policy

An effective Risk Assessment process is the
cornerstone of any effective safety management
system. In turn a Safety Statement is a description
of the organization''s manner of securing safety
and records in detail the risk assessments carried
out.

The Company recognizes the importance of risk
management and has formed a risk management
committee pursuant to the requirements of the Act
and Regulation 21 of the SEBI LODR Regulations
and has also developed a comprehensive Risk
Management Policy, which seeks to minimize
risks in the activities of the Company. This Policy
shall also be applied/ implemented to all the
subsidiary(ies) of your Company. The periodical
update on the risk assessment detailing the
internal and external risks, management practices
and mitigation plan is presented to the Audit
Committee and Board of Directors of the Company
for their review.

There are no risks which in the opinion of the
Board threaten the existence of the Company.
The Company has uploaded its Risk Management
Policy on its website https://samhi.co.in/wp-
content/uploads/2024/02/Risk-Management-
Policy.pdf

• Dividend Distribution Policy

As per Regulation 43A of the SEBI LODR
Regulations, as amended from time to time,
the Dividend Distribution Policy is available on
the Company''s website at https://samhi.co.in/
wp-content/uploads/2024/02/SHPL-Dividend-
Distribution-Policy.pdf

!9. ADEQUACY OF INTERNAL CONTROL SYSTEMS
RELATED TO FINANCIAL STATEMENTS

The Company conducts its internal audit within the
parameters of regulatory framework which is well
commensurate with the size, scale and complexity

of operations. The internal controls have evolved,
installed, reviewed, and upgraded periodically.

M/s. Ernst and Young LLP (‘EY’) acts as the Internal
Auditor(s) of the Company to conduct internal audit
covering all areas of operations. The Audit Committee
reviews the performance of the audit and gives
recommendations to the Management, as may be
necessary/ considered appropriate.

30. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

Information required under Section 134(3) (m) of the
Act, read with rules made thereof, is annexed hereto as
Annexure-9 and forms an integral part of this Board''s
Report.

31. DOWNSTREAM INVESTMENTS

The Company being a foreign owned or controlled
company has complied with the provisions of the
Foreign Exchange Management Act, 1999 ("FEMA")
read with the Foreign Exchange Management (Non¬
Debt Instruments) Rules, 2019 ("NDI Rules") for
the downstream investment made in its Indian
subsidiary(ies).

32. SHARE CAPITAL STRUCTURE

(a) Authorized Share Capital

The Authorized Share Capital of your Company
as on March 31, 2025 stands at '' 25,00,00,000
(Indian Rupees Twenty-Five Crores only) divided
into 25,00,00,000 (Twenty-Five Crore) equity
shares of '' 1/- (Indian Rupee One) each.

(b) Issued, Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up share
capital of the Company as on March 31, 2025 is
'' 22,12,06,154/- (Indian Rupees Twenty-Two
Crore Twelve Lakh Six Thousand One Hundred
Fifty-Four only), divided into 22,12,06,154
(Twenty-Two Crore Twelve Lakh Six Thousand
One Hundred Fifty-Four) equity shares of '' 1/-
(Indian Rupee One) each.

During the financial year under review and from the
end of the financial year to the date of this Board''s
Report, the eligible employee(s) has exercised the
stock options granted to them and accordingly,
the ESOPs were allotted to them with the approval
of the Board of the Company. The details of the

allotment of 11,99,659 equity shares made by the
Company are given hereunder:

(c) Sweat Equity Shares

No sweat equity shares were issued during
the financial year. Thus, the disclosure as per
Rule 8(13) of Companies (Share Capital and
Debentures) Rules, 2014 is not applicable.

(d) Buy-back of securities

The Company has not bought back any of its
securities during the financial year under review.

(e) Bonus Shares

No bonus shares were issued during the financial
year under review.

(f) Shares with differential voting rights

The Company has not issued any shares with
differential voting rights during the financial year
under review.

(g) Transfer and Transmission of Securities

During the financial year 2024-25, no transfer or
transmission of securities took place.

(h) Employee Stock Option Plan (“ESOP Scheme")

Your Company has formulated an ESOP scheme,
namely, Employee Stock Option Plan 2023 - I
(the “ESOP Scheme").

The ESOP Scheme was approved pursuant to a Board
resolution dated March 09, 2023 and Shareholders''
resolution dated March 11, 2023. The ESOP Scheme
is in compliance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (“SEBI
(SBEBSE) Regulations"). Under the ESOP Scheme, an
aggregate of 5,477,860 stock options were granted to
eligible employees, with each option being exercisable
to receive one Equity Share. Out of 5,477,860 stock

options granted, 11,99,659 (Eleven Lakhs Ninety Nine
Thousand Six Hundred Fifty-Nine) stock options have
been exercised/ vested during the financial year under
review and from the end of financial year to the date of
this Board''s Report.

A certificate from the Secretarial Auditors of the
Company that the scheme has been implemented in
accordance with the provisions of Regulation 13 of the
SEBI (SBEBSE) Regulations will be placed at the ensuing
Annual General Meeting for inspection by shareholders
of the Company.

The applicable disclosures as stipulated under Rule
12 of the Companies (Share Capital and Debentures)
Rules, 2014 with regard to Employee''s Stock Option
Plan of the Company are given herein below and the
information required under Regulation 14 of the SEBI
(SBEBSE) Regulations is available at the Company''s
website https://samhi.co.in/

Pursuant to Rule 12(9) of the Companies (Share Capital
and Debenture) Rules, 2014 the following details
of the ESOP Scheme are annexed and marked as
Annexure-10.

33. SECRETARIAL STANDARDS

During the financial year under review, the Company has
complied with the ''Secretarial Standards on Board and
General Meetings'' issued by The Institute of Company
Secretaries of India.

34. CORPORATE INSOLVENCY RESOLUTION PROCESS
UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016 (‘IBC’)

During the financial year under review, there were no
proceedings that were filed by the Company or against
the Company, which are pending under the IBC, as
amended, before the National Company Law Tribunal
or other Courts.

35. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
Not Applicable.

36. UTILIZATION OF PROCEEDS OF IPO

Pursuant to Regulation 32 of the SEBI LODR Regulations, the details of utilization of proceeds of IPO including deviation
or variation, if any, for the financial year under review, is given herein below:

Particulars of Allotment	Shares Issued	Amount Raised (in '')	Amount Utilized (in '')	Deviation(s) or Variation(s) in the use of proceeds of issue, if any
Allotment under IPO	Total of 10,87,38,095 equity shares (including Offer for Sale) of face value of '' 1/- each at an Offer price of '' 126 per equity share (including a share premium of '' 125 per equity share)	Fresh issue of 95,238,095 Equity Shares aggregating to '' 1,200 crore and offer for sale of 13,500,000 Equity Shares aggregating to '' 170.10 crore by the Selling Shareholders	1,142.07 crore#	There is no deviation or variation in the use of proceeds of IPO as on March 31, 2025 as the entire amount had been utilized.

#The amount utilized is net of IPO expenses of '' 57.93 crores. Further, the actual cost incurred by the Company towards offer related
expenses is lower against the estimated cost disclosed in the final offer document by '' 0.668 crore. Accordingly the total amount utilized
towards the objects of the issue has increased from '' 1,141.41 crores to '' 1,142.07 crores.

37. ACKNOWLEDGEMENT

Your Directors take this opportunity of recording their appreciation for the active support and help extended by the
Company''s Investors, Bankers and Employees and all other partners.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received
from its valued shareholders.

For and on behalf of

SAMHI HOTELS LIMITED

Sd/-

Ashish Jakhanwala

Chairman, Managing Director & CEO

C-4/ 4009, Vasant Kunj,
New Delhi-110070
DIN: 03304345

Date: July 03, 2025
Place: Gurugram

---

Mar 31, 2024

Your Directors hereby present the 14^th Annual Report on the business and operations of SAMHI Hotels Limited (hereinafter referred to as ''the Company'') together with the Audited Financial Statements (Consolidated and Standalone) for the financial year ended March 31,2024.

1. FINANCIAL RESULTS

The Company’s financial performance, for the financial year ended March 31,2024 is summarized below:

(in '' million)

Particulars	Standalone		Consolidated
¦	FY 2024	FY 2023	FY 2024	FY 2023
Income from Operations	1,505.61	1,026.31	9,573.93	7,385.70
Other Income	151.22	192.85	213.33	228.50
Total Income	1,656.83	1,219.16	9,787.26	7,614.20
Operating profit before finance charges, depreciation and exceptional items	223.87	437.08	2,878.51	2,605.95
Finance Charges	1,183.07	972.1 1	3,451.10	5,220.60
Depreciation	92.28	96.59	1,136.69	962.77
Exceptional items	(250.47)	22.41	732.10	(191.84)
Net Profit/(Loss) before tax	(801.01)	(654.03)	(2,441.38)	(3,385.58)
Tax Expense
- Current Tax	-	-	(2.61)	0.28
- Deferred Tax	-	-	-	-
- Tax earlier years	-	-	92.59
Profit/(Loss) after tax	(801.01)	(654.03)	(2,346.18)	(3,385.86)
Other Comprehensive Income
- Items that will not be reclassified to profit or loss	1.12	(2.33)	4.65	(3.71)
- Items that will be reclassified to profit or loss	-	-	-	-
Total Comprehensive Income/(Loss) for the financial year	(799.89)	(656.36)	(2,341.53)	(3,389.57)
Balance carried to the Balance Sheet	(799.89)	(656.36)	(2,341.53)	(3,389.57)
Earnings per Equity Share
Basic	(5.01)	(8.49)	(14.67)	(43.93)
Diluted	(5.01)	(8.49)	(14.67)	(43.93)

Consolidated Financial Statement

The Consolidated Financial Statements of the Company for the financial year 2023-24 (''CFS'') has been prepared in compliance with the applicable provisions of the Companies Act, 2013 (the ''Act''), Indian Accounting Standard (''IND-AS'') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended from time to time (''SEBI LODR Regulations''). The CFS has been prepared on the basis of the audited financial statement of the Company and its subsidiary(ies) including step-down subsidiary(ies), as approved by

their respective Board of Directors, which forms an integral part of the Annual Report.

2. STATE OF THE COMPANY''S AFFAIRS

Your Company has embraced a dynamic business environment with resilience and innovation, reflecting on a year of profound transformation. The journey has been defined by strong operational performance, including a material reduction in debt and finance costs. The successful ''12,000 million capital raise through the Initial Public Offer (''IPO'') has established a clear path to achieving investable surplus and PAT growth. Amidst

dynamic market dynamics, the commitment to robust financial management remains unwavering, fostering sustainable growth and operational excellence.

Financial Update

s Against this promising backdrop, your Company has delivered an exceptional performance in the financial year 2023-24. On a pro-forma basis, including the full-year impact of the ACIC portfolio acquisition, your Company achieved a significant milestone by crossing '' 10,000 million mark in revenue. The EBITDA (pre-ESOP) reached '' 3,991 million, providing a solid foundation for future growth.

s The financial performance reflects the strength of the business model and the effectiveness of the strategic initiatives. The Company witnessed a 28% year-on-year increase in asset income, rising from '' 7,499 million in financial year 2023 to '' 9,630 million in financial year 2024. The EBITDA (prior to ESOP) saw an impressive 32% growth, reaching '' 3,484 million This performance underscores the Company’s ability to capitalize on the growing demand in the hospitality sector while maintaining operational efficiency. s The acquisition and integration of the ACIC portfolio have been transformative for the Company’s business. The Company has successfully improved the EBITDA margins of these assets from 30% pre-acquisition to 37.5% in Q4 financial year 2024. This achievement underscores the Company’s ability to extract value through operational efficiencies and strategic management.

s The Company’s focus on key markets such as Hyderabad, Bangalore, Pune, and NCR has proven to be the right strategy. These locations, which contribute about 70% of the total revenue, are at the forefront of India''s economic growth story. The Company’s portfolio''s RevPAR growth of 17% year-on-year across all segments demonstrates the strength of the market positioning and brand partnerships. Notably, the Upper Upscale segment, representing about 43% of the total revenue, showed a 22% RevPAR growth for the entire year.

s The Company also adapting to changing market dynamics. While the IT/ITeS sector has traditionally been a strong contributor to the revenues, the Company is seeing a diversification of the customer base. This shift reflects India''s

evolution into a more broad-based economy, with sectors like insurance, banking and finance, tech innovation startups, defense, and pharma contributing significantly to the business.

Future Strategy

s Looking to the future, your Company see great value to be unlocked in the operating margins. The Company anticipates margin expansion in the coming years, driven by the full integration of the ACIC portfolio, optimization of the corporate structure, and continued focus on operational efficiencies.

s The Company is excited about the imminent opening of approximately 300 new rooms in the coming months. This expansion includes the Company’s first hotel in Kolkata, the rebranding of the hotel in Greater Noida, and an addition of 54 rooms to the existing Holiday Inn Express hotel in Bangalore. These new openings are expected to contribute significantly to the performance in the financial year 2024-25. In addition to new openings, the Company is committed to continuous improvement of the existing assets. The Company is in the planning stages to renovate and rebrand two of the large hotels, which will further enhance the performance and guest experience.

s Looking ahead, the Company is well positioned for sustainable growth. With strong free cash flow generation and a healthy balance sheet, the Company has the flexibility to pursue both growth opportunities and further debt reduction. The total cash balance is growing each quarter, providing the Company with the resources to fund the expansion plans and optimize the capital structure.

3. CHANGE IN NATURE OF BUSINESS

During the financial year under review, there was no

change in the nature of business of the Company.

4. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

COMPANIES

As on March 31, 2024, the Company has seventeen

(17) wholly owned subsidiary(ies) including step-down

subsidiary(ies):

i. Argon Hotels Private Limited

ii. Ascent hotels Private Limited

iii. Barque Hotels Private Limited

iv. Caspia Hotels Private Limited

v. Paulmech Hospitality Private Limited*

vi. Samhi JV Business Hotels Private Limited

vii. Samhi Hotels (Ahmedabad) Private Limited

viii. Samhi Hotels (Gurgaon) Private Limited

ix. Duet India Hotels (Pune) Private Limited#

x. Duet India Hotels (Hyderabad) Private Limited#

xi. Duet India Hotels (Ahmedabad) Private Limited#

xii. Duet India Hotels (Chennai OMR) Private Limited#

xiii. Duet India Hotels (Chennai) Private Limited#

xiv. Duet India Hotels (Bangalore) Private Limited*#

xv. Duet India Hotels (Jaipur) Private Limited*#

xvi. Duet India Hotels (Navi Mumbai) Private Limited*#

xvii. ACIC Advisory Private Limited#

*Step-down subsidiary(ies)

*Acauired w.e.f. August 10, 2023

Further, pursuant to Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of wholly owned subsidiary(ies) including step-down subsidiary(ies) of the Company in the prescribed Form AOC-1 is annexed as Annexure-1 to this Board’s report.

The Company doesn’t have any associate or joint-venture company as of March 31,2024.

The performance and financial position of wholly owned subsidiary(ies) including the step-down subsidiary(ies) of the Company has been explained in form AOC-1 and the CFS provided along with notes, forms an integral part of the Annual Report.

5. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP''S)

The composition and category of Board of Directors as on March 31,2024 constitutes the following Directors, namely:

S. No.	Name of the Director(s) & DIN	Category
1.	Mr. Ashish Jakhanwala (DIN: 03304345)	Chairman, Managing Director & Chief Executive Officer (''CMD & CEO'')
2.	Mr. Manav Thadani (DIN: 00534993)	Non-Executive and Non-Independent Director (''NENID'')
3.	Mr. Michael Peter Schulhof## (DIN: 01884261)	Non-Executive and Non-Independent Director (''NENID'')
4.	Mr. Ajish Abraham Jacob (DIN: 08525069)	Non-Executive and Non-Independent Director (''NENID'')
5.	Mr. Aditya Jain (DIN: 00835144)	Non-Executive and Independent Director (''NEID'')
6.	Mrs. Archana Capoor (DIN: 01204170)	Women Non-Executive and Independent Director (''WNEID'')
7.	Mr. Michael David Holland (DIN: 02845141)	Non-Executive and Independent Director (''NEID'')
8.	Mr. Krishan Dhawan (DIN: 00082729)	Non-Executive and Independent Director (''NEID'')

##Post financial year 2023-24, Mr. Michael Peter Schulhof (DIN: 01884261) has resigned as Non-Executive NonIndependent Director from the Board of the Company, w.e.f. June 27, 2024.

During the financial year under review, Mr. Ajish Abraham Jacob (DIN: 08525069) was appointed as NENID on the Board of the Company with the approval of the Board in their meeting held on August 09, 2023, which was further approved by the shareholders of the Company in their extraordinary general meeting held on

August 10, 2023. Further, Mr. Ashish Jakhanwala (DIN: 03304345) was re-appointed as Managing Director and CEO of the Company for a further tenure of five (5) years, pursuant to the provisions of Section 196 of the Act read with applicable rules framed thereunder, with effect from August 22, 2024 to August 21, 2029, with

the approval of Board of Directors and Shareholders of the Company vide resolution dated August 31, 2023 and September 01,2023 respectively.

During the financial year under review, the NENID’s of the Company had no pecuniary relationship or business transactions with the Company, other than sitting fees. However, no remuneration or sitting fees has been paid to Mr. Ajish Abraham Jacob, NENID of the Company. Post financial year 2023-24, Mr. Michael Peter Schulhof (DIN: 01884261) has resigned as NENID from the Board of the Company, w.e.f. June 27, 2024 due to some unavoidable circumstances. The Board wishes to place on record their sincere appreciation for the contributions made by the outgoing director during his tenure on the Board.

I n accordance with the provisions of the Act and the Articles of Association of the Company, 1 (one) of your directors, viz. Mr. Manav Thadani (DIN: 00534993), is retiring by rotation, at the ensuing Annual General Meeting of the Company and being eligible, offers his candidature for re-appointment. Your approval for his reappointment as Director is being sought in the Notice convening the 14^th Annual General Meeting of the Company.

Key Managerial Personnel (KMP''s)

Pursuant to the provisions of Section 203 of the Act, the KMPs of the Company as on March 31,2024 are:

1. Mr. Ashish Jakhanwala, CMD & CEO

2. Mr. Rajat Mehra, Chief Financial Officer (''CFO'')

3. Mr. Sanjay Jain, Senior Director - Corporate Affairs, Company Secretary & Compliance Officer

i. STATEMENT ON DECLARATION AND CONFIRMATION GIVEN BY INDEPENDENT DIRECTOR(S)

Pursuant to the provisions of Section 149 of the Act, the Independent Director(s) have submitted their declarations that each of them meets the criteria of independence as provided under Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) and 25(8) of the SEBI LODR Regulations. There has been no change in the circumstances affecting their status as Independent Director(s) of the Company.

The Independent Director(s) of the Company have confirmed that they have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies

(Appointment and Qualification of Directors) Rules, 2014, as amended.

7. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE FINANCIAL YEAR

No independent director(s) has been appointed during the financial year in the Company.

8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS OF THE COMPANY

The Board met 11 (eleven) times during the financial year 2023-24. The details of the meetings held are set out in the Corporate Governance Report, forming an integral part of the Annual report of the Company.

9. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has constituted the following committees of the Board of Directors of the Company:

i. Audit Committee;

ii. Nomination And Remuneration Committee;

iii. Corporate Social Responsibility and Environmental, Social and Governance Committee**

**The Board of Directors has changed the nomenclature of Corporate Social Responsibility Committee to Corporate Social Responsibility and Environmental, Social and Governance Committee (''CSR & ESG Committee''), in their meeting held on March 21,2024.

iv. Stakeholders’ Relationship Committee;

v. Risk Management Committee

The composition details of all the Committees of the Board of Directors constituted by the Company have been disclosed in the Corporate Governance Report forming an integral part of the Annual Report.

10. GENERAL BODY MEETINGS

Annual General Meeting (''AGM'')

During the financial year 2023-24, the Annual General Meeting (''AGM'') of the members of the Company was held on August 24, 2023.

Extraordinary General Meeting (''EGM'')

During the financial year 2023-24, two (2) EGMs of the members of the Company were held on August 10, 2023 and September 01,2023.

11. MANAGEMENT DISCUSSION & ANALYSIS, CORPORATE GOVERNANCE AND BUSINESS RESPOSIBLITY & SUSTAINABILITY REPORT

A detailed report on the Company’s performance, industry trends and other material changes with respect to the Company itself, it’s subsidiary(ies) including step-down subsidiary(ies) is covered in the Management Discussion & Analysis, which has been provided in a separate section and forms part of the Annual Report.

Your Company is committed to good corporate governance practices and endeavors to adhere to the standards set out by the Securities and Exchange Board of India (''SEBI''). Your Company has complied with the Corporate Governance requirements specified under the Act and the SEBI LODR Regulations and a detailed Report on Corporate Governance in line with the requirements of the same regarding the corporate governance practices followed by Company during the financial year under review together with a certificate regarding compliance of corporate governance conditions, obtained from the Practicing Company Secretary is annexed and marked as Annexure-2. Pursuant to Regulation 34(2)(f) of the SEBI LODR Regulations, as amended, the Company has provided the Business Responsibility & Sustainability Report (''BRSR'') detailing various initiatives of the Company in a separate section forms part of the Annual Report, which indicates the Company’s performance against the principles of the ''National Guidelines on Responsible Business Conduct’. This would enable the members to have an insight into the environmental, social and governance initiatives of the Company.

12. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the financial year under review and from the end of the financial year to the date of this Board’s Report, the following material changes has been occurred:

(a) Your Company has raised fresh funds aggregating to '' 1,200 crores through Initial Public Offer (''IPO'') by way of issuance and allotment of 95,238,095 Equity Shares and Offer for Sale of 13,500,000 Equity Shares aggregating to '' 170.10 crores by the Selling Shareholders at an Offer price of '' 126/- per equity share (including a share

premium of '' 125 per equity share) pursuant to compliance of the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, and in terms of the resolution approved by the Board of Directors on September 20, 2023. The shares of the Company got listed on the BSE Limited and National Stock Exchange of India Limited on September 22, 2023.

(b) On August 10, 2023, the Company has made an investment of '' 8,921,793,436.20/- (Indian Rupees Eight Hundred and Ninety-Two Crore Seventeen Lakh Ninety-Three Thousand Four Hundred Thirty-Six and Twenty Paisa only) and acquired nine (09) Duet entities, by way of entering into the Share Subscription and Purchase Agreement (''SSPA'') dated March 30, 2023 and made the allotment of 37,462,680 equity shares on private placement basis.

(c) Your Company has approved the allotment of one (1) equity share of face value of '' 1/- (Indian Rupee One) each and at a premium of '' 237.1515 per share, to International Finance Corporation (''IFC'') upon conversion of 1,260,000 (Twelve Lakh Sixty Thousand) Fully Paid Compulsory Convertible Debentures (''FCCDs'') of '' 1,000/-(Indian Rupees One Thousand only) on August 31,2023.

(d) The new set of Articles of Association (''AOA'') of your Company was amended and adopted on August 31, 2023 by the Board of Directors and on September 01, 2023 by the members of the Company in order to align with the requirements of the SEBI LODR Regulations.

(e) The Company also entered into a Share Purchase Agreement (''SPA'') amongst Duet India Hotels (Bangalore) Private Limited (''Duet Bangalore'') and Duet India Hotels (Hyderabad) Private Limited (''Duet Hyderabad), 100% subsidiary(ies) of the Company, to transfer/ divest its 100% shareholding in Duet Bangalore to Duet Hyderabad, by way of sale of 2,367,068 (Twenty-Three Lakh Sixty Seven Thousand And Sixty Eight) equity shares of face value of '' 10/- (Indian Rupees Ten only) held by it in Duet Bangalore to Duet Hyderabad on such terms & conditions and at a consideration as stipulated in the SPA.

(f) Your Company has invested the funds in its subsidiary, namely, Duet India Hotels (Pune) Private Limited (''Duet Pune'') to the tune of '' 55,198,000/- (Indian Rupees Five Crore Fifty

One Lakh Ninety Eight Thousand only) by way of subscribing to 5,519,800 (fifty five lakh nineteen thousand eight hundred) equity shares of Duet Pune, having face value of '' 10/- (Indian Rupees Ten only) on rights issue basis, where such funds shall be utilized by Duet Pune solely for the purposes of redemption of certain nonconvertible compulsorily redeemable preference shares issued by Duet Pune.

(g) Your Company has made an investment of funds in its subsidiary, namely, Duet India Hotels (Ahmedabad) Private Limited (''Duet Ahmedabad'') to the tune of '' 13,134,000/- (Indian Rupees One Crore Thirty One Lakh Thirty Four Thousand only) by way of subscribing to 1,313,400 (thirteen lakh thirteen thousand four hundred) equity shares of Duet Ahmedabad, having face value of '' 10/- (Indian Rupees Ten only) on rights issue basis, where such funds shall be utilized by Duet Ahmedabad solely for the purposes of redemption of certain non-convertible compulsorily redeemable preference shares issued by Duet Ahmedabad.

No other material changes apart from the above, which could affect the financial position of the Company, occurred between the end of the financial year of the Company to the date of this Board’s Report.

13. ANNUAL RETURN

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 the Company is available on the website of the Company at https://samhi. co.in/?page id=13002

14. STATUTORY AUDITORS

The Board of Directors at its meeting held on November 29, 2022, has proposed the re-appointment of M/s. B SR & Co LLP, Chartered Accountants (FR. No. -101248W/W-100022) as Statutory Auditors of the Company for a further term of three (3) financial years to hold office from the conclusion of 12th AGM held on December 22, 2022 till the conclusion of AGM to be held in year 2025, which was approved by the members at their 12th AGM of the Company held on December 22, 2022.

The Statutory Auditors have confirmed that they are not disqualified to continue as auditors of the Company.

The Report issued by the Statutory Auditors on the audited financial statements of the Company for the financial year ended March 31, 2024 along with its annexures, has been duly examined by the Board of director of the Company, which is self-explanatory and forms part of this Annual Report also.

The Auditor''s Report on the audited financial statements for the financial year under review was issued with an unmodified opinion.

15. EXPLANATIONS OR COMMENTS ON AUDITOR''S QUALIFICATION/ RESERVATION/ ADVERSE REMARK/ DISCLAIMER

There is no reservation or observation or qualification or adverse remark or disclaimer of Statutory Auditors in their Report. The relevant notes to accounts in their Report are self-explanatory and therefore, do not require further explanation pursuant to Section 134(3)

(f)(i). Further, no frauds have been reported by the auditors in their report.

16. ANNUAL SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT

In terms of Section 204(1) of the Act read with rule no. 9 of the Companies (Appointment, and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A(1) of the SEBI LODR Regulations, your Company had appointed M/s T. Sharad & Associates, Company Secretaries (''Practicing Company Secretary'') to conduct its secretarial audit for the financial year 2023-24.

The Company has obtained a Secretarial Audit Report for the financial year 2023-24 from him, forms part of this Board’s Report as Annexure-3. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Also, the Annual Secretarial Compliance Report for the financial year ended March 31,2024 in accordance with Regulation 24A(2) of the SEBI LODR Regulations, was obtained from Practicing Company Secretary and was accordingly submitted to both the stock exchange(s),

i.e. BSE Limited and National Stock Exchange of India Limited, within the timeframe prescribed.

Pursuant to Regulation 24A(1) of the SEBI LODR Regulations, the Secretarial Audit Report of the Company’s material unlisted Indian subsidiary(ies) for the financial year 2023-24 has also been obtained by the Company, and are annexed to this Directors’ Report as Annexure-3A.

17. ANNUAL BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of the Act read with rules made thereunder and Regulation 17(10) of the SEBI LODR Regulations, the Board of Directors has carried out an annual evaluation of its own performance including that of its Committees (wherein the concerned director being evaluated did not participated).

Further, to comply with the provisions specified under Regulation 25(4) of the SEBI LODR Regulations, the Non-Executive and Independent Directors (''NEIDs'') also evaluated the performance of the Non-Executive and Non-Independent Directors (''NENIDs''), Chairman and Board as a body at a separate meeting of the NEIDs held on February 29, 2024.

18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR''S UNDER SECTION 143(12) OF THE ACT

Pursuant to section 134(3)(ca), no incident of fraud has been reported by the Auditors of the Company under section 143(12) of the Act.

19. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEE(S)/ PERSONNEL(S)

Your Directors place on record their appreciation for the significant contribution made by all employee(s)/ personnel(s) for the continued growth of the business. The statement including the details of employees as required to be furnished in accordance with the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are set out in Annexure-4 to this Board’s Report.

The details pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-5 to this Board’s Report.

20. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(3)(c) & (5) of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

a. t hat in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. that appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the State of Affairs as at March 31,2024 and of the Profit of your Company for the financial year ended March 31,2024;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts for the financial year ended March 31, 2024 have been prepared on a going concern basis;

e. that the Directors have laid down Internal Financial Controls which were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

21. COST AUDITORS AND MAINTENANCE OF COST RECORDS AS PER SECTION 148(1) OF THE ACT READ WITH APPLICABLE RULES

The requirement of Cost Audit and maintenance of cost records as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

22. TRANSFER TO GENERAL RESERVE

During the financial year 2023-24, no amount was transferred to the General Reserve.

23. DIVIDEND

In view of the losses, your directors do not recommend any dividend for the period under review.

24. PUBLIC DEPOSITS

The Company has not accepted/ renewed any deposits during the financial year under review. Further, no deposits remain unpaid or unclaimed as at the end of the financial year and there has been no default in repayment of deposits or payment of interest thereon during the financial year under review.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals having an impact on the future operations of the Company or its going concern status.

26. LOANS, GUARANTEES AND INVESTMENTS

During the financial year 2023-24, the Company has complied with the provisions stipulated under section 186 of the Act read with relevant rules made thereunder, the details of investments made under section 186 of the Act also form part of the notes to the financial statements provided in this Annual Report.

Pursuant to Section 186(11)(a) of the Act, the services provided by your Company is covered under the definition of ''Infrastructure facilities’ as given in Schedule VI (point 5) of the Act, and hence, the provisions of Section 186 of the Act with respect to Loans and Guarantees are not applicable on the Company.

27. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions pursuant to Section 188(1) of the Act that were entered into during the financial year were on an arm’s length basis and in the ordinary course of business. There were no materially significant related party transactions made by your Company with its Directors or other designated persons which might have a potential conflict with the interest of the Company at large. All related party transactions during the financial year which were not in the ordinary course of business between the Company and its wholly owned subsidiary(ies) were approved by the Board.

Pursuant to the provisions of section 188 read with 134(3)(h) of the Act read with the Companies (Accounts) Rules, 2014 and Regulation 23 of the SEBI LODR Regulations, the Report of the Board containing the particulars of contracts or arrangements with related parties, as per Form AOC-2 is enclosed with this Board’s Report as Annexure-6.

The Company is also complying with the provisions provided under Regulation 23(9) of the SEBI LODR Regulations, and accordingly, the disclosure of Related Party Transactions has been submitted on a half-yearly basis with the stock exchange(s).

28. POLICIES

• Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy which lays down the criteria for appointment, evaluation of performance of Directors and remuneration of Directors, KMP Senior Management Personnel and other employees. The Nomination and Remuneration Policy is attached as Annexure-7 to this Board’s Report, which is also available on the website of your Company at https://samhi.co.in/wp-content/uploads/2024/02/Nomination-and-Remuneration-Policy.pdf

• Corporate Social Responsibility (CSR) Policy

The Company has in place CSR policy, formulated in terms of provision of section 135(4) of the Act read with rules framed thereunder, which is available on the website of your Company at https://samhi. co.in/wp-content/uploads/2024/02/Corporate-Social-Responsibility-Policy.pdf The annual report on CSR Activities for the financial year under review as required under Section 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 read with Rule 9 of the Companies (Accounts) Rules, 2014 is attached as Annexure-8 to this Board’s Report.

• Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9) & (10) of the Act read with rules framed thereunder and the SEBI LODR Regulations, the Board of Directors of the Company has constituted a Vigil Mechanism/ Whistleblower Vigilance Policy setting out the mechanism available to employees and directors to address genuine concerns and grievance they may have relating to the violation of the code or otherwise in relation to the legality, ethics, honesty or integrity of any actions being undertaken by other persons engaged with the Company in any capacity.

The Company has uploaded its Vigil Mechanism/ Whistleblower Vigilance Policy on its website https://samhi.co.in/wp-content/ uploads/2024/08/Whistle-Blower-Policy.pdf

• Constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition, and Redressal) Act, 2013, your Company has formulated a policy to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment, which has been circulated to all the employees. This policy shall also be applicable to all the subsidiaries including step-down subsidiaries of your Company.

The Company has an Internal Complaints Committee (''ICC'') at corporate level and individual hotels which are being managed by international operator, i.e., Marriott, have also constituted their respective ICCs. As on March 31, 2024 the ICC at corporate level consisted of the following members:

i. Ms. Tanya Chakravarty, Presiding Officer

ii. Ms. Ritu Singh, Member

iii. Ms. Anamika Chandola, Member

iv. Mr. Rajat Mehra, Member

v. Mr. Amitabh Neehar, External Member (representing Aware Citizen Foundation)

Post financial year, the abovesaid constitution of ICC has revised with effect from May 14, 2024 due to retirement of certain member(s) and induction of new member(s) in the manner as follows:

Retired Officials	Officials inducted
Ms. Sangeeta Mohan	Ms. Anamika Chandola
Mr. Sanjay Jain	Mr. Rajat Mehra
Ms. Preeti Chauhan	Mr. Amitabh Neehar

Your Company had carried out an awareness/ orientation programme for ICC members as well as for the employees to explain them how to recognize, prevent and report sexual harassment. The employees have also been imparted with the requisite training to sensitize them with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 read with relevant rules made thereunder.

The Anti-Sexual Harassment Policy of the Company is made available on the website of Company https://samhi.co.in/wpcontent/ uploads/2024/02/Anti Sexual Harassment Policy latest 2022.pdf

Your directors have been informed that the ICC has not received any complaints of sexual harassment during the financial year under review.

• Risk Management Policy

An effective Risk Assessment process is the cornerstone of any effective safety management system. In turn a Safety Statement is a description of the organization’s manner of securing safety and records in detail the risk assessments carried out.

The Company recognizes the importance of risk management and has constituted a risk management committee pursuant to the requirements of the Act and Regulation 21 of the SEBI LODR Regulations and has also developed a comprehensive Risk Management Policy, which seeks to minimize risks in the activities of the Company. This Policy shall also be applicable/ implemented to all the subsidiary(ies) of your Company. The periodical update on the risk assessment detailing the internal and external risks, management practices and mitigation plan is presented to the Audit Committee and Board of Directors of the Company for their review.

There are no risks which in the opinion of the Board threaten the existence of the Company. The Company has uploaded its Risk Management Policy on its website https://samhi.co.in/wp-content/uploads/2024/02/Risk-Management-Policy.pdf

• Dividend Distribution Policy

As per Regulation 43A of the SEBI LODR Regulations, as amended from time to time, the Dividend Distribution Policy is available on the Company’s website at https://samhi.co.in/ wp-content/uploads/2024/02/SHPL-Dividend-Distribution-Policy.pdf

29. ADEQUACY OF INTERNAL CONTROL SYSTEMS RELATED TO FINANCIAL STATEMENTS

The Company conducts its internal audit within the parameters of regulatory framework which is well commensurate with the size, scale and complexity of operations. The internal controls have evolved, installed, reviewed, and upgraded periodically.

M/s. Protiviti India Member Private Limited (''Protiviti'') and M/s. Ernst and Young LLP (''EY'') acts as the Internal Auditor(s) of the Company to conduct internal audit covering all areas of operations. The Audit Committee reviews the performance of the audit and gives recommendations to the Management as may be necessary/ considered appropriate.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 134(3) (m) of the Act, read with rules made thereof, is annexed hereto as Annexure-9 and forms an integral part of this Board’s Report.

31. SHARE CAPITAL STRUCTURE

(a) Authorized Share Capital

The Authorized Share Capital of your Company as on March 31,2024 stands at '' 250,000,000 (Indian Rupees Twenty-Five Crores only) divided into 250,000,000 (Twenty-Five Crores) equity shares of '' 1/- (Indian Rupee One) each.

(b) Issued, Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up share capital of the Company as on March 31, 2024 is '' 220,006,495/- (Indian Rupees Twenty-Two Crore Six Thousand Four Hundred Ninety-Five only), divided into 220,006,495 (Twenty-Two Crore Six Thousand Four Hundred Ninety-Five) equity shares of '' 1/- (Indian Rupee One) each.

During the financial year under review and from the end of financial year to the date of this Board’s Report, the eligible employee(s) has exercised the stock options granted to them and accordingly, the ESOPs were allotted to them with the approval of the Board of the Company. The details of allotment of 2,017,310 equity shares done by the Company are given here under:

S. No.	Date of allotment	Brief Details	No. of equity shares
1.	March 28, 2024	ESOPs allotment upon exercise of options granted	1,971,169
2.	May 14, 2024		46,141
Total			2,017,310

(c) Sweat Equity Shares

No sweat equity shares were issued during the financial year. Thus, the disclosure as per Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

(d) Buy-back of securities

The Company has not bought back any of its securities during the financial year under review.

(e) Bonus Shares

No bonus shares were issued during the financial year under review.

(f) Shares with differential voting rights

The Company has not issued any shares with differential voting rights during the financial year under review.

(g) Transfer and Transmission of Securities

During the financial year 2023-24, no transfer or transmission of securities took place.

(h) Employee Stock Option Plan (''ESOP Scheme'')

Your Company has formulated an ESOP scheme, namely, Employee Stock Option Plan 2023 - I (the "ESOP Scheme").

The ESOP Scheme was approved pursuant to a Board resolution dated March 09, 2023 and Shareholders’ resolution dated March 11, 2023. The ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''SEBI (SBEBSE) Regulations''). Under the ESOP Scheme, an aggregate of 5,477,860 stock options were granted to eligible employees, with each option being exercisable to receive one Equity Share. Out of 5,477,860 stock options granted, 2,017,310 stock options have been exercised/ vested during the financial year under review and from the end of financial year to the date of this Board’s Report.

A certificate from the Secretarial Auditors of the Company that the scheme has been implemented in accordance with the provisions of Regulation 13 of the SEBI (SBEBSE) Regulations will be placed at the ensuing Annual General Meeting for inspection by shareholders of the Company.

The applicable disclosures as stipulated under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 with regard to Employee’s Stock Option Plan of the Company are given herein below and the information required under Regulation 14 of the SEBI (SBEBSE) Regulations is available at the Company’s website https://samhi.co.in/

Pursuant to Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014 the following details of the ESOP Scheme are annexed and marked as Annexure-10.

32. SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with the ''Secretarial Standards on Board and General Meetings’ issued by The Institute of Company Secretaries of India.

33. CORPORATE INSOLVENCY RESOLUTION PROCESS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (''IBC'')

During the financial year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the IBC, as amended, before the National Company Law Tribunal or other Courts.

34. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF Not Applicable.

35. UTILIZATION OF PROCEEDS OF IPO

Pursuant to Regulation 32 of the SEBI LODR Regulations, the details of utilization of proceeds of IPO including deviation or variation, if any, for the financial year under review, is given herein below:

Particulars of Allotment	Shares Issued	Amount Raised (in '')	Amount Utilized (in '')	Deviation(s) or Variation(s) in the use of proceeds of issue, if any
Allotment under IPO	Total of 108,738,095 equity shares (including Offer for Sale) of face value of '' 1/- each at an Offer price of '' 126 per equity share (including a share premium of '' 125 per equity share)	Fresh issue of 95,238,095 Equity Shares aggregating to '' 1,200 crore and offer for sale of 13,500,000 Equity Shares aggregating to '' 170.10 crore by the Selling Shareholders	1,139.48 crore	There is no deviation or variation in the use of proceeds of IPO as on March 31,2024

36. ACKNOWLEDGEMENT

Your Directors take this opportunity of recording their appreciation for the active support and help extended by the Company’s Investors, Bankers and Employees and all other partners.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of SAMHI HOTELS LIMITED

Sd/-

Ashish Jakhanwala

Chairman, Managing Director & CEO C-4/4038, Vasant Kunj,

Date: August 02, 2024 New Delhi-110070

Place: Gurugram DIN: 03304345