Notes to Accounts of Samhi Hotels Ltd.

Mar 31, 2025

8) Provisions (other than employee benefits)

Provisions are recognized when the Company has
a present obligation (legal or constructive) as a
result of past event, it is probable that an outflow
of resources embodying economic benefits will
be required to settle the obligation and a reliable
estimate can be made of the amount of the
obligation. Expected future operating losses are
not provided for.

When the Company expects some or all of the
expenditure required to settle a provision will be
reimbursed by another party, the reimbursement
is recognized when, and only when, it is virtually
certain that reimbursement will be received if the
entity settles the obligation. The reimbursement is
treated as a separate asset.

The Company records a provision for site
restoration costs to be incurred for the restoration
of leasehold land at the end of the lease period.
The provision is measured at the present value of
the best estimate of the expected costs to settle
the obligation and recognized as part of the cost
of property, plant and equipment. The estimated
future costs of decommissioning are reviewed
annually and adjusted as appropriate. Changes in
the estimated future costs or in the discount rate
applied are added to or deducted from the costs of
the asset and site restoration obligation.

Provisions are determined by discounting the
expected future cash flows at a pre-tax rate that
reflects current market assessments of the time
value of money and the risks specific to the liability.
The unwinding of the discount is recognized as
finance cost.

Provisions are reviewed at each Balance Sheet
date.

9) Contingent liabilities

Contingent liability is a possible obligation
arising from past events whose existence will
be confirmed only by the occurrence or non¬
occurrence of one or more uncertain future events
not wholly within the control of the entity or a
present obligation that arises from past events but
is not recognized because it is not probable that
an outflow of resources embodying economic
benefits will be required to settle the obligation or
the amount of the obligation cannot be measured
with sufficient reliability. The Company does not
recognize a contingent liability but discloses its
existence in the standalone financial statements.

Contingent asset

Contingent asset is not recognized in standalone
financial statements since this may result in the
recognition of income that may never be realized.
However, when the realization of income is virtually
certain, then the related asset is not a contingent
asset and is recognized.

Contingent liabilities and contingent assets are
reviewed at each Balance Sheet date.

10) Employee benefits

(a) Short-term employee benefits

Employee benefits payable wholly within twelve
months of receiving employee services are
classified as short-term employee benefits. These
benefits include salaries and wages, short-term
bonus, compensated absences and ex-gratia. The
undiscounted amount of short-term employee
benefits to be paid in exchange for employee
services is recognized as an expense as the
related service is rendered by employees.

(b) Share based payment transactions

The grant date fair value of equity settled share-
based payment arrangements granted to
employees is generally recognized as an employee
benefit expense, with a corresponding increase in
equity, over the vesting period of the awards. The
amount recognized as an expense is adjusted to
reflect the number of awards for which the related
service and non-market performance conditions
are expected to be met, such that the amount
ultimately recognized is based on the number of
awards that meet the related service and non¬
market performance conditions at the vesting
date. For share-based payment awards with non¬
vesting conditions, the grant date fair value of the
share-based payment is measured to reflect such
conditions and there is no true-up for differences
between expected and actual outcomes.

When the terms of an equity-settled award are
modified, the minimum expense recognized by
the Company is the grant date fair value of the
unmodified award, provided the vesting conditions
(other than a market condition) specified on grant
date of the award are met.

Further, additional expense, if any, is measured
and recognized as at the date of modification, in
case such modification increases the total fair
value of the share-based payment plan, or is
otherwise beneficial to the employee.

(c) Post-employment benefits

Defined contribution plan - Provident fund and
Employee state insurance

A defined contribution plan is a post-employment
benefit plan under which an entity pays specified
contributions and has no obligation to pay any
further amounts. Provident fund scheme and
employee state insurance are defined contribution
schemes. The Company makes specified monthly
contributions towards these schemes. The
Company''s contributions are recorded as an
expense in the profit or loss during the period in
which the employee renders the related service.
If the contribution already paid is less than the
contribution payable under the scheme for service
received before the balance sheet date, the deficit
payable under the scheme is recognized as a
liability after deducting the contribution already
paid. If the contribution already paid exceeds the
contribution due for services received before the
balance sheet date, then excess is recognized as
an asset to the extent that the pre-payment will
lead to a reduction in future payment or a cash
refund.

Defined benefit plan - Gratuity

The Company''s gratuity scheme is a defined
benefit plan. The present value of obligations
under such defined benefit plans are determined
based on actuarial valuation carried out by an
independent actuary using the Projected Unit
Credit Method, which recognizes each period
of service as giving rise to an additional unit of

employee benefit entitlement and measures each
unit separately to build up the final obligation.

The obligation is measured at the present value
of estimated future cash flows. The discount
rates used for determining the present value of
obligation under defined benefit plans, are based
on the market yields on government securities as
at the balance sheet date, having maturity period
approximating to the terms of related obligations.

Remeasurement gains and losses arising from
experience adjustments and changes in actuarial
assumptions are recognized in the period in
which they occur, directly in standalone other
comprehensive income and are never reclassified
to profit or loss. Changes in the present value of
the defined benefit obligation resulting from plan
amendments or curtailments are recognized
immediately in the profit or loss as past service
cost.

(d) Other long-term employee benefits -
compensated absences

The employees can carry-forward a portion of the
unutilized accrued compensated absences and
utilize it in future service periods or receive cash
compensation on termination of employment.
Since the compensated absences do not fall due
wholly within twelve months after the end of the
period in which the employees render the related
service and are also not expected to be utilized
wholly within twelve months after the end of
such period, the benefit is classified as a long¬
term employee benefit. The Company records an
obligation for such compensated absences in the
period in which the employee renders the services
that increase this entitlement. The obligation
is measured on the basis of independent
actuarial valuation using the projected unit
credit method. Remeasurements as a result of
experience adjustments and changes in actuarial
assumptions are recognized in the profit or loss.

11) Revenue recognition

Revenue is recognized at an amount that reflects
the consideration to which the Company expects
to be entitled in exchange for transferring the
goods or services to a customer i.e. on transfer
of control of the goods or service to the customer.
Revenue is net of indirect taxes and discounts.

Contract asset represents the Company''s right to
consideration in exchange for services that the

Company has transferred to a customer when
that right is conditioned on something other than
the passage of time.

When there is unconditional right to receive
cash, and only passage of time is required to
do invoicing, the same is presented as Unbilled
revenue.

A contract liability is recognized if a payment is
received or a payment is due (whichever is earlier)
from a customer before the Company transfers
the related goods or services and the Company
is under an obligation to provide only the goods
or services under the contract. Contract liabilities
are recognized as revenue when the Company
performs under the contract (i.e., transfers control
of the related goods or services to the customer).

The specific recognition criteria described below
must also be met before revenue is recognized:

Room revenue, sale of food and beverages and
other services

Revenue is recognized at the transaction price
that is allocated to the performance obligation.
Revenue comprises room revenue, sale of food
and beverages, recreation and other services
(including banquet and allied services) relating
to hotel operations. Revenue is recognized upon
rendering of the services and sale of food and
beverages which is recognized at a point in time
once the rooms are occupied, food and beverages
are sold and other services have been provided as
per the contract with the customer.

Other services

Other services comprises amount billed to
subsidiary companies on account of core
business advisory, procurement, sourcing of
funds, guarantee commission, and other support
services. The income is recognized on accrual
basis as per the terms specified in the service
agreement over time, provided the consideration
is reliably determinable and no significant
uncertainty exists regarding the collection.

12) Borrowing costs

Borrowing costs are interest and other costs
(including exchange differences relating to
foreign currency borrowings to the extent that
they are regarded as an adjustment to interest
costs) incurred in connection with the borrowing
of funds. Borrowing costs directly attributable

to acquisition or construction of an asset which
necessarily take a substantial period of time to get
ready for their intended use are capitalized as part
of cost of that asset. Other borrowing costs are
recognized as an expense in the period in which
they are incurred.

13) Recognition of dividend income, interest income
or expense

Dividend income is recognized in profit or loss on
the date on which the Company''s right to receive
payment is established.

Interest income or expense is recognized using
the effective interest method.

The ''effective interest rate'' is the rate that exactly
discounts estimated future cash payments or
receipts through the expected life of the financial
instrument to:

- the gross carrying amount of the financial
asset; or

- the amortized cost of the financial liability.

In calculating interest income and expense, the
effective interest rate is applied to the gross
carrying amount of the asset (when the asset
is not credit-impaired) or to the amortized cost
of the liability. However, for financial assets that
have become credit-impaired subsequent to
initial recognition, interest income is calculated
by applying the effective interest rate to the
amortized cost of the financial asset. If the asset
is no longer credit-impaired, then the calculation
of interest income reverts to the gross basis.

14) Foreign currency

Foreign currency Transactions

Transactions in foreign currencies are translated
into the respective functional currencies of
Company companies at the exchange rates at the
dates of the transactions or an average rate if the
average rate approximates the actual rate at the
date of the transaction.

Monetary assets and liabilities denominated
in foreign currencies are translated into the
functional currency at the exchange rate at
the reporting date. Non-monetary assets and
liabilities that are measured at fair value in a
foreign currency are translated into the functional
currency at the exchange rate when the fair value
was determined. Non-monetary items that are

measured based on historical cost in a foreign
currency are translated at the exchange rate at
the date of the transaction. Foreign currency
exchange differences are generally recognized in
profit or loss.

15) Income taxes

Income tax expense comprises current tax and
deferred tax. It is recognized in profit or loss
except to the extent that it relates to a business
combination, or items recognized directly in equity
or in other comprehensive income.

Current tax

Current tax comprises the expected tax payable
or receivable on the taxable income or loss for
the year and any adjustment to the tax payable
or receivable in respect of previous years. The
amount of current tax payable or receivable is the
best estimate of the tax amount expected to be
paid or received that reflects uncertainty related to
income taxes, if any. It is measured using tax rates
enacted or substantively enacted at the reporting
date.

Current tax assets and current tax liabilities are
offset only if there is a legally enforceable right to
set off the recognized amounts, and it is intended
to realize the asset and settle the liability on a net
basis or simultaneously.

Deferred tax

Deferred tax is recognized in respect of temporary
differences between the carrying amounts
of assets and liabilities for financial reporting
purposes and the corresponding amounts
used for taxation purposes. Deferred tax is also
recognized in respect of carried forward tax losses
and tax credits.

Deferred tax is not recognized for

• temporary differences arising on the initial
recognition of assets or liabilities in a
transaction that:

- is not a business combination; and

- at the time of the transaction (i) affects
neither accounting nor taxable profit or
loss and(ii) does not give rise to equal
taxable and deductible temporary
differences

• temporary differences related to investments
in subsidiaries, associates and joint

arrangements to the extent that the Company
is able to control the timing of the reversal of
the temporary differences and it is probable
that they will not reverse in the foreseeable
future;

• and taxable temporary differences arising on
the initial recognition of goodwill.

Deferred tax assets are recognized for unused
tax losses, unused tax credits and deductible
temporary differences to the extent that it
is probable that future taxable profits will be
available against which they can be used. Future
taxable profits are determined based on the
reversal of relevant taxable temporary differences.
If the amount of taxable temporary differences is
insufficient to recognize a deferred tax asset in full,
then future taxable profits, adjusted for reversals
of existing temporary differences, are considered,
based on the business plans of the Company.
Deferred tax assets are reviewed at each reporting
date and are reduced to the extent that it is no
longer probable that the related tax benefit will be
realized; such reductions are reversed when the
probability of future taxable profits improves.

Deferred tax is measured at the tax rates that are
expected to apply to the period when the asset is
realized or the liability is settled, based on the laws
that have been enacted or substantively enacted
by the reporting date.

The measurement of deferred tax reflects the tax
consequences that would follow from the manner
in which the Company expects, at the reporting
date, to recover or settle the carrying amount of its
assets and liabilities. For this purpose, the carrying
amount of investment property is presumed to be
recovered through sale.

Deferred tax assets and liabilities are offset if
there is a legally enforceable right to offset current
tax liabilities and assets and they relate to income
tax levied by the same tax authority on the same
taxable entity, or on different tax entities, but they
intend to settle current tax liabilities and assets on
a net basis or their tax assets and liabilities will be
realized simultaneously.

16) Operating segments

An operating segment is a component of the
Company that engages in business activities from
which it may earn revenues and incur expenses,
including revenues and expenses that relate to

transactions with any of the Company''s other
components and for which discrete financial
information is available. Operating segments are
reported in a manner consistent with the internal
reporting provided to the chief operating decision
maker (CODM). In accordance with Ind AS 108
"Operating Segments", the operating segments
used to present segment information are identified
on the basis of information reviewed by the CODM
to allocate resources to the segments and assess
their performance.

17) Earnings per share
Basic Earning Per Share

Basic earnings per share is calculated by dividing
the profit (or loss) attributable to the owners of
the Company by the weighted average number of
shares outstanding during the year. The weighted
average number of equity shares outstanding
during the year is adjusted for bonus issue, bonus
element in a rights issue to existing shareholders,
share split and reverse share split (consolidation
of shares).

Diluted Earning Per Share

Diluted earnings per share is computed by dividing
the profit (considered in determination of basic
earnings per share) after considering the effect
of interest and other financing costs or income
(net of attributable taxes) associated with dilutive
potential equity shares by the weighted average
number of equity shares considered for deriving
basis earnings per share adjusted for the weighted
average number of equity shares considered for
deriving basic earnings per share adjusted for the
weighted average number of equity shares that
would have been issued upon conversion of all
dilutive potential equity shares.

18) Leases

At inception of a contract, the Company assesses
whether a contract is, or contains, a lease. A
contract is, or contains, a lease if the contract
conveys the right to control the use of an
identified asset for a period of time in exchange
for consideration.

As a Lessee

At commencement or on modification of a
contract that contains a lease component, the
Company allocates the consideration in the
contract to each lease component on the basis

and amortization, exceptional items and tax
(EBITDA) as a separate line item on the face of
the Standalone Statement of Profit and Loss.
The Company measures EBITDA on the face of
profit/ (loss) from continuing operations. In the
measurement, the Company does not include
finance costs, depreciation and amortization
expense, exceptional items and tax expense.

21) Exceptional items

On certain occasions, the size, type or incidence
of an item of income or expense, pertaining to the
ordinary activities of the Company is such that
its disclosure improves the understanding of the
performance of the Company. Such income or

of its relative standalone prices. However, for the
leases of property the Company has elected not to
separate non-lease components and account for
the lease and non-lease components as a single
lease component.

The Company recognizes a right-of-use asset
and a lease liability at the lease commencement
date. The right-of-use asset is initially measured
at cost, which comprises the initial amount of the
lease liability adjusted for any lease payments
made at or before the commencement date, plus
any initial direct costs incurred and an estimate
of costs to dismantle and remove the underlying
asset or to restore the underlying asset or the site
on which it is located, less any lease incentives
received.

The right-of-use assets is subsequently
depreciated using the straight-line method from
the commencement date to the earlier of the end
of the useful life of the right-of-use asset or the
end of the lease term, unless the lease transfers
ownership of the underlying asset to the Company
by the end of the lease term or the cost of the
right-of-use asset reflects that the Company will
exercise a purchase option. In that case the right-
of-use asset will be depreciated over the useful life
of the underlying asset, which is determined on the
same basis as those of property and equipment.
In addition, the right-of-use asset is periodically
reduced by impairment losses, if any, and adjusted
for certain remeasurements of the lease liability.

The lease liability is initially measured at the
present value of the lease payments that are not
paid at the commencement date, discounted
using the interest rate implicit in the lease or,
if the rate cannot be readily determined, the
Company''s incremental borrowing rate. Generally,
the Company uses its incremental borrowing rate
as the discount rate.

The Company determine its incremental
borrowing rate by obtaining interest rates from
various external financing sources and makes
certain adjustments to reflect the terms of the
lease and type of the asset leased.

Lease payments included in the measurement of
the lease liability comprise the following:

• fixed payments, including in-substance fixed
payments;

• variable lease payments that depend on an
index or a rate, initially measured using the
index or rate as at the commencement date;

• amounts expected to be payable under a
residual value guarantee; and

• the exercise price under a purchase option
that the Company is reasonably certain
to exercise, lease payments in an optional
renewal period if the Company is reasonably
certain to exercise an extension option, and
penalties for early termination of a lease
unless the Company is reasonably certain
not to terminate early.

The lease liability is measured at amortized
cost using the effective interest method. It is
remeasured when there is a change in future
lease payments arising from a change in an index
or rate, if there is a change in the Company''s
estimate of the amount expected to be payable
under a residual value guarantee, if the Company
changes its assessment of whether it will exercise
an purchase, extension or termination option
or if there is a revised in-substance fixed lease
payment.

When the lease liability is remeasured in this way, a
corresponding adjustment is made to the carrying
amount of the right-of-use asset, or is recorded in
profit or loss if the carrying amount of the right-of-
use asset has been reduced to zero.

Short-term leases and leases of low-value assets

The Company has elected not to recognize right-
of-use assets and lease liabilities for leases of
low-value assets and short-term leases, including
IT equipment. The Company recognizes the lease
payments associated with these leases as an
expense in profit or loss on a straight-line basis
over the lease term.

19) Cash and cash equivalents

Cash and cash equivalents include cash in hand,
balance with banks, demand deposits with banks
and other short-term highly liquid investments
with an original maturity of three months or less.

20) Measurement of earnings before finance costs,
depreciation and amortization, exceptional items
and tax (EBITDA)

The Company has elected to present
earnings before finance costs, depreciation

expense is classified as an exceptional item and
accordingly, disclosed in the standalone financial
statements.

22) Investments in subsidiaries

Investments in subsidiaries are carried at cost less
accumulated impairment losses, if any. Where
an indication of impairment exists, the carrying
amount of the investment is assessed and written
down immediately to its recoverable amount.
On disposal of investments in such entities,
the difference between net disposal proceeds
and the carrying amounts are recognized in the
Standalone Statement of Profit and Loss.

(March 31, 2024 - '' 6.39) which is repayable after 3 years from the date of first disbursement i.e. 21 January 2022.
During the previous year, the loan period was extended to 6 years from the date of first disbursement. The loan is
carrying interest rate of 11.50% p.a. (March 31,2024 - 11.50% p.a.) The loan is obtained in Indian ''. These loans were
obtained from subsidiary company for meeting project expenses and business purpose requirements.

(b) Fully compulsory convertible debentures (FCCDs) (unsecured)

As per the debenture agreement dated August 12, 2014 between the Company and International Financial Corporation
( IFC ), each debenture must be mandatorily converted on liquidity event or maturity date (September 2024) whichever
is earlier. Further, IFC also has a right of voluntary conversion upon giving notice to the Company within maturity date.
Conversion ratio will be as provided under the Subscription Agreement. The Interest shall accrue for a period of first
thirty six (36) months from the date of the IFC Subscription and shall be compounded on an annual basis until such
interest has been paid by the Company to IFC.

The IFC Fully compulsory convertible debentures (FCCD''s) bear interest at the rate of 8.5% per annum. If all IFC
CCDs have not been converted in accordance with the provisions hereof by the seventh (7th) anniversary of the IFC
Subscription, the Base Interest shall increase to 10% per annum (compounded on an annual basis). Any interest that
is due but not paid by the Company shall carry an additional interest of 2% per annum (compounded on an annual
basis) from the date of default in payment of such interest until the date of payment. However, no additional interest
shall be payable with respect to the interest accrued during the Grace Period (first 36 months) until the seventh (7th)
anniversary of the IFC Subscription.

In earlier years, the following amendments were made to the IFC debenture agreement:

1. Removal of 21% IRR Cap for return on investment (foreign currency derivative)

2. Prior to payment of interest, the Company will issue a notification and IFC will have the option to choose either
of the following:

a) Receive the interest; or

b) Convert CCDs to equity shares of the Company in accordance with the agreed conversion formula. In the
event IFC does choose this option, the Company shall have no further liability with respect to the CCDs
after such conversion (including payment of any interest) or

c) Receive the interest at a later date.

During the year ended March 31, 2024, Fully compulsory convertible debentures (FCCDs) held by IFC had been
converted into one equity share of face value of '' 1 each at a premium of '' 237.15 per equity share and the interest
liability of '' 1,474.56 outstanding in books on the date of conversion has been paid from the IPO proceeds.

(c) Non Convertible Debentures (unsecured)

As per debenture agreement dated March 10, 2021 between the Company and the debenture holders, debentures
shall be redeemed after 36 months from the deemed date of allotment. These debentures shall bear interest at 25%
p.a. As per the repayment terms agreed, if the redemption date is after 6 months from the deemed date of allotment,
then a return of 2.5 times the principal amount will be paid to the debenture holders. These debentures carry an
effective interest rate of 35.72% p.a. The Interest payable on the NCDs shall be calculated from the deemed date of
allotment to the interest payment date as per debenture agreement. The redemption date can be extended with the
consent of all the debenture holders and such extension shall, under no circumstance, extend beyond 48 months
from the deemed Date of Allotment.

In earlier years, the redemption period for one of the debenture holder (GTI Capital Epsilon Private Limited) was
extended by 48 months from the deemed date of allotment. This had resulted in modification of financial instrument
and the revised effective interest rate is 26.20% p.a.

During the year ended March 31,2024, Non-convertible debentures (NCDs) having maturity value of '' 2,737.50 had
been paid from the IPO proceeds. The interest expense on these NCDs for the year ended March 31, 2025 is '' Nil
(March 31,2024: '' 806.39).

The Company''s Chief Financial Officer under the directions of the Board of Directors implements financial risk
management policies across the Company. The Company''s risk management policies are established to identify and
analyse the risks faced by the Company, to set appropriate risk limits and controls, to monitor risks and adherence
to limits in order to minimize the financial impact of such risks. The risk management policies and systems are
reviewed regularly to reflect changes in market conditions and the Company''s activities.

(i) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails
to meet its contractual obligations. The carrying amount of financial assets represent the maximum credit risk
exposure. The Company has credit policies in place and the exposures to these credit risks are monitored on an
ongoing basis.

The Company''s policy is to place cash and cash equivalents and other bank balances with banks and financial
institution counterparties with good credit rating.

The Company has given security deposits to various statutory authorities and to vendors for securing services
from them and rental deposits for employee accommodations. The Company has other receivable balances
outstanding as at year end for indemnity receivables from shareholders, cost reimbursement and loan balance
from its KMP / employees.The Company does not expect any default from these parties and accordingly the risk
of default is negligible or nil.

In respect of credit exposures from trade receivables, the Company has policies in place to ensure that sales
on credit without collateral are made principally to travel agents and corporate companies with an appropriate
credit history. The Company has established a credit policy under which each new customer is analysed
individually for creditworthiness before entering into contract. Sales to other customers are made in cash or by
credit cards.

There are no significant concentrations of credit risk within the Company.

The Company establishes an allowance for impairment that represents its expected credit losses in respect of
trade receivables. The management uses a simplified approach for the purpose of computation of expected
credit loss for trade receivables. In monitoring customer credit risk, customers are grouped according to their
credit characteristics, including whether they are an individual or legal entity, industry and existence of previous
financial difficulties, if any.

The Company considers a financial asset to be in default when:

• the debtor is unlikely to pay its credit obligations to the Company in full; or

• the financial asset is more than two years past due.

The provision matrix used for determining loss allowance on trade receivables as at March 31,2025 is Less than
6 months: 3.26%, 6 months - 1 year: 25.31%, 1 - 2 years: 39.76% - 80.83%, More than 2 years: 100%. (March 31,
2024 - Less than 6 months: 3.57%, 6 months - 1 year: 22.69%, 1 - 2 years: 33.66% - 78.06%, More than 2 years:
100%)

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach
to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities
when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking
damage to Company''s reputation.

Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on
the basis of expected cash flows to ensure it has sufficient cash to meet operational needs. Such forecasting
takes into consideration the Company''s debt refinancing plans, undrawn committed borrowing facilities and
covenant compliance.

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an
appropriate liquidity risk management framework for the management of the Company''s short-term, medium
term and long-term funding and liquidity management requirements.

(a) Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts
are gross and undiscounted and excluding future contractual interest payments.

Market risk is the risk that the changes in market prices such as foreign exchange rates and interest rates,
that will affect the Company''s expense or the value of its holdings of financial instruments. The objective of
market risk management is to manage and control market risk exposures within acceptable parameters, while
optimising the return.

Currency risk

Currency risk for the Company is the risk that the future cash outflows on account of payables for management
fees and other expenditure will fluctuate because of changes in foreign exchange rates. The Company is
exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position
and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency
and other currencies. The Management evaluates foreign exchange rate exposure arising from foreign currency
transactions on periodic basis and follows appropriate risk management policies.

41 CAPITAL MANAGEMENT

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and
to sustain future development of the business.

The Board of Directors of the Company seeks to maintain a balance between the higher returns that might be possible
with higher levels of borrowing and the advantages and security afforded by a sound capital position. The Company
monitors capital using loan to value (LTV) method to ensure that the loan to value does not increase beyond 65% on any
given reporting date at Group level. Loan includes the current and non-current borrowings and Value refers to the market
capitalisation of the Group.

The Company is not subject to externally imposed capital requirements.

As a part of its capital management policy, the Company did not have any defaults in the repayment of loans and interest.
Further there have been no breach of loan covenant during the year.

42 TRANSFER PRICING

The Company has established a comprehensive system of maintenance of information and documents as required by the
transfer pricing regulation under Sections 92-92F of the Income-tax Act, 1961. Since the law requires existence of such
information and documentation to be contemporaneous in nature, the Company continuously updates its documentation
for the international transactions entered into with the associated enterprises during the year. The management is of the
opinion that its international transactions are at arm''s length so that the aforesaid legislation will not have any impact on
the standalone financial information, particularly on the amount of tax expense and that of provision for taxation.

The management has identified enterprises which have provided goods and services to the Company and which qualify
under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development
Act, 2006 (MSMED). Accordingly, the disclosure in respect of the amounts payable to such enterprises has been made in
the standalone financial statements based on information received and available with the Company.

45 SHARE-BASED PAYMENTS (EQUITY SETTLED)

Employee Stock Option Plan 2023

On March 9, 2023 (grant date), the Board of Directors of the Company approved ''Employee Stock Option Plan 2023'' ("the
Plan") that entitles senior employees to purchase shares in the Company. These options provide the holders of such
vested options, the opportunity to acquire equity shares in the Company in the future at the exercise price mentioned in
the option certificate. All options are to be settled by equivalent number of equity shares of ''. 1 each as per the terms of
the scheme. The key terms and conditions related to the grants under this plan are as follows:

of listed closest peer companies for the historical period commensurate with the expected term. The expected life for
each tranche vesting has been considered based on the average vesting term and contractual life (3 years from the date
of vesting). The expected life may not necessarily be indicative of the exercise patterns that may occur. Dividend yield
considered as Nil as the Management do not plan to issue dividends in foreseeable future.

In accordance with the above mentioned Scheme, March 31,2025: '' 177.40; March 31,2024: '' 459.51 has been charged
to the Standalone Statement of Profit and Loss. During the current year ended March 31,2025, the Company has disclosed
share-based payments under head ''employee benefits expense''. For the year ended March 31, 2024, the same was
disclosed separately on the face of Standalone Statement of Profit and Loss owing to significance of amounts involved
in the previous year. The share-based payments expense for the year ended March 31, 2024 aggregating ''. 459.51 mn
respectively has accordingly been grouped under head ''employee benefits expense''.

46 LEASE DISCLOSURES

The Company leases office spaces, hotel buildings and employee accommodation. These leases are
long term in nature and also contain option to renew the lease on or before the expiry of lease period.
The Company has discounted lease payments using the incremental borrowing rate of 9.72% for measuring the lease
liability in respect of the new lease entered in the current year.

Weighted average remaining contractual life of outstanding option is 4.44 years (March 31,2024 - 4.92 years).

During the year, 1,199,659 (March 31, 2024 : 1,971,169) options have been exercised and accordingly 1,199,659 (March
31, 2024 : 1,971,169) equity shares of '' 1 each have been issued. Correspondingly proportionate amount outstanding in
share option outstanding account of '' 174.67 ( March 31,2024: '' 286.88) has been transferred from to securities premium
account. Further, for the options exercised, the Company has recorded tax deduction at source receivable of '' 2.37 (March
31, 2024 : '' 157.08) from its employees which has been recovered subsequent to year end.

Measurement of fair values

The fair value at grant date is determined using the Black Scholes Option Pricing Model which takes into account the
exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the
expected dividend yield and the risk free interest rate for the term of the option.

The fair value of the options and the inputs used in the measurement of the grant-date fair values of the equity-settled
share based payment plans are as follows:

47 NEW STANDARDS AND INTERPRETATIONS, NOT YET ADOPTED

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to time. On May 7, 2025, MCA issued the Companies (Indian
Accounting Standards) Amendment Rules, 2025, which made certain amendments to Ind AS 21 The Effects of Changes
in Foreign Exchange Rates, effective from April 1, 2025. These amendments define currency exchangeability and include
guidance on estimating spot exchange rates when a currency is not exchangeable. The Company does not expect this
amendment to have any significant impact in its financial statements.

49 OTHER STATUTORY INFORMATION

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the
Company for holding any Benami property.

(ii) The Company do not have any transactions with companies struck off.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies
(ROC) beyond the statutory period.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

(vii) The Company has not entered into any such transaction which is not recorded in the books of accounts that has
been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961
(such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

(viii) The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related
parties (as defined under Companies Act, 2013) either severally or jointly with any other person that are repayable on
demand or without specifying any terms or period of repayment except for loans granted as disclosed below:

The above loans have been disclosed as deemed investment in susbsidiaries and current loans in these standalone
financial statements.

(ix) The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was
taken.

(x) The Company has not been declared a willful defaulter by any bank or other lender (as defined under the Companies
Act, 2013), in accordance with the guidelines on willful defaulters.

(xi) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(xii) The Company has not entered into any scheme of arrangement which has an accounting impact on current or
previous financial years.

(xiii) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets
or both during current or previous years.

(xiv) The Company is not required to submit quarterly returns or statements with banks during the current or previous
year.

51 INITIAL PUBLIC OFFERING (IPO)

During the year ended March 31, 2024, the Company had completed its Initial Public Offer ("IPO") of 108,738,095 equity
shares of face value of '' 1 each at an issue price of '' 126 per equity share (including share premium of '' 125 per equity
share) consisting of a fresh issue of 95,238,095 equity shares aggregating to '' 12,000.00 mn and an offer for sale of
13,500,000 equity shares aggregating to '' 1,701.00 mn. The equity shares of the Company were listed on National Stock
Exchange of India Limited (NSE) and BSE Limited (BSE) on September 22, 2023. As per Prospectus dated September
18, 2023, the IPO proceeds [net of offer expenses] ("Net IPO proceeds") were proposed to be utilized for repayment /
prepayment / redemption, in full or in part, of certain borrowings availed by the Company and its subsidiaries including
payment of interest accrued thereon and for general corporate purposes.

The Company had estimated '' 671.22 mn as IPO related expenses and allocated such expenses between the Company
'' 585.90 mn and selling shareholders '' 85.32 mn. Such amounts were allocated based on agreement between the
Company and selling shareholders and in proportion to the total proceeds of the IPO.

The Company has received an amount of '' 11,414.10 mn (net of estimated IPO expenses of
'' 585.90 mn) from proceeds out of fresh issue of equity shares.

Subsequently, actual offer expenses incurred by the Company amounted to '' 664.54 mn ('' 580.05 mn for fresh issue and
'' 84.49 mn for offer for sale). During the year ended March 31, 2025, the surplus amount remaining of '' 6.68 mn was
transferred from Public Offer Account to the Monitoring Account.

a) During the year ended March 31, 2024, the Company had acquired a land parcel (leasehold land) situated at Navi
Mumbai as a part of the ACIC Portfolio acquisition explained in note 57 below. The said land parcel was allotted on
lease by Maharashtra Industrial Development Corporation (''MIDC''). During the quarter ended December 31,2023, the
Company was in the process of obtaining relevant approvals and permits from MIDC for commencing development
work. During the quarter ended March 31,2024, the Company has received a notice from MIDC for lease termination.
The management has filed a writ petition against the aforesaid notice before the Bombay High Court which is pending
for disposal. In the event of an actual loss, the management also plans to claim available contractual indemnities for
the aforesaid loss from the Sellers as stated in SSPA.

Accordingly, based on the above, the following have been reflected as exceptional items on a net basis in the
standalone financial statements:

- Provision for impairment of investment in subsidiary: '' 840.27

- Expected recovery of indemnity from the Sellers based on legal advice: '' 100.00

b) In accordance with the requirements of Ind AS 36 "Impairment of Assets", the Company has performed an impairment
assessment of its investments in subsidiaries. Consequent to such impairment assessment, the Company has
recorded an impairment of '' 54.78 against deemed investment of ACIC Advisory Private Limited, an impairment
reversal of '' 298.04 against investments in the equity shares of SAMHI Hotels (Gurgaon) Private Limited and and
an impairment reversal of '' 370.05 against investments in the equity shares of Ascent Hotels Private Limited in the
current year. Further, an impairment reversal of '' 990.74 against investments in the equity shares of SAMHI Hotels
(Ahmedabad) Private Limited in the previous year. The reason for reversal of impairment is due to improved actual
performance of the respective CGU in the subsidary companies as compared to budget.

c) During the year ended March 31, 2025, the Company has sold its investment in equity shares and debentures of
Duet India Hotels (Chennai OMR) Private Limited on February 16, 2025. The difference between sale price of '' 28.39
mn (excluding consideration against assignment of loan provided by the Company amounting to '' 506.68 mn) and
carrying value of such investment of '' 498.48 mn has been recorded as exceptional item in the standalone financial
statements. Further, certain expenses amounting to '' 8.60 in relation to such sale of investment has also been
recorded as exceptional item.

53 IMPAIRMENT OF ASSETS

a) Impairment testing for cash-generating units

In accordance with Ind AS 36 "Impairment of Assets", the Company had identified individual hotels (consisting of
property, plant and equipment, intangible assets and right of use assets) as a separate cash generating unit for the
purpose of impairment review. Management periodically assesses whether there is an indication that an asset may
be impaired using a comparison between carrying value of assets in books and the recoverable value. Recoverable
value is considered as higher of fair value less costs of disposal and value in use.

Recoverable amount is value in use of the hotel and is based on discounted cash flow method which was classified
as a level 3 fair value in the fair value hierarchy due to the inclusion of one or more unobservable inputs. There has
been no change in the valuation technique as compared to previous years.

* During the current financial year ended March 31, 2025, the Company has remeasured the carrying value of
the assets for Fairfield by Marriott - Bangalore, City Center and reversed the impairment loss of '' 54.42 (net of
depreciation) recorded in books in earlier years. The reason for reversal of impairment is due to improved actual
performance of this CGU as compared to budgets. The same has been recorded as gain on reversal of impairment
under the head exceptional item in the current year.

In view of the management, the primary reasons for recognition of impairment loss in respect to the aforementioned
hotel properties were high carrying value of property, plant and equipment due to fair value of land recorded in books
as deemed cost in prior years and under performance of hotel properties.

b) Impairment testing for investments in subsidiaries

The Company has long term investments in subsidiaries which are measured at cost less impairment. The
management assesses the performance of these entities including the future projections and relevant economic
and market conditions in which they operate to identify if there is any indicator of impairment (including impairment
reversal) in the carrying value of the investments. ln case indicators of impairment exist, the impairment loss is
measured by estimating the recoverable amounts based on the ''value-in-use'' estimates determined using discounted
cash flow projections (level 3). The future cash flow projections are specific to the entity based on its business plan
and may not be the same as those of market participants. The future cash flows consider key assumptions such
as occupancy, average room revenue, operating margin etc. with due consideration for the potential risks given the
current economic environment in which the entity operates. The discount rates used are based on weighted average
cost of capital and reflects market''s assessment of the risks specific to the asset as well as time value of money.

As at March 31, 2025, impairment loss recognised in books in respect to the carrying value of investments in
subsidiaries is as follows:

54 The Board of Directors of the Company at their meeting held on March 27, 2023 approved a Share Subscription and
Purchase Agreement ("SSPA") between SAMHI Hotels Limited and ACIC Mauritius 1, ACIC Mauritius 2 (ACIC Mauritius 1
and ACIC Mauritius 2 are collectively referred as "Sellers") and Duet India Hotels (Jaipur) Private Limited, Duet India Hotels
(Pune) Private Limited, Duet India Hotels (Ahmedabad) Private Limited, Duet India Hotels (Hyderabad) Private Limited, Duet
India Hotels (Chennai) Private Limited, Duet India Hotels (Bangalore) Private Limited, Duet India Hotels (Chennai OMR)
Private Limited, ACIC Advisory Private Limited and Duet India Hotels (Navi Mumbai) Private Limited (herein collectively
referred as the ''ACIC Portfolio'') to acquire the entire securities held by Sellers in the ACIC Portfolio ("Acquisition").

During the year ended March 31, 2024, Company has acquired 100% of the securities held by Sellers in ACIC Portfolio
as part of a share swap transaction, wherein the purchase consideration has been discharged by issue and allotment
of 37,462,680 equity shares of face value '' 1 each at a premium of '' 237.15 to the Sellers. The Company has incurred
acquisition related cost such as legal fees and due diligence costs amounting to '' 15.01. These costs have been adjusted
from securities premium.

55 The Board of Directors of the Company at their meeting held on October 4, 2024 approved a Share Purchase Agreement
("SPA") to acquire 100% share capital of Innmar Tourism and Hotels Private Limited ("Innmar") constituting 8,437,500
equity shares of '' 10 each on October 4, 2024 at a purchase consideration of '' 2,140.18 mn.

56 The Company vide its share-holder meeting dated May 20, 2025 approved primary investment and subscription of equity
shares by Reco Bellflower Private Limited, an affiliate of GIC Pte. Limited (''Investor'') to hold 35% of the equity share
capital (on a fully-diluted basis) of Ascent Hotels Private Limited, SAMHI JV Business Hotels Private Limited and Innmar
Tourism and Hotels Private Limited (''Target Companies''). The combined enterprise value of the Target Companies has

been ascribed at '' 22,000.00 mn.

57 During the year ended March 31, 2024, the Company had sold its investment in Duet India Hotels (Bangalore) Private
Limited to Duet India Hotels (Hyderabad) Private Limited through transfer of 100% equity shares. Both companies are
wholly owned subsidiaries of the Company. Further, a scheme of amalgamation dated March 23, 2024 was filed during the
quarter ended March 31, 2024 for merger of Duet India Hotels (Bangalore) Private Limited (Transferor company) with Duet
India Hotels (Hyderabad) Private Limited (Transferee company). During the year ended March 31, 2025, the regulatory
authorities have approved the said scheme on November 3, 2024 (Appointed date: February 29, 2024).

58 On May 14, 2025, 6,726,394 optionally convertible redeemable debentures (''OCRDs'') issued by Ascent Hotels Private
Limited (Subsidiary Company) to Vascon Engineers Limited have been converted into equivalent number of equity
shares. Further on May 16, 2025, the Company has acquired these equity shares to retain 100% of the share capital in the
Subsidiary Company.

As per our report of even date attached

For B S R & Co. LLP For and on behalf of Board of Directors of

Chartered Accountants SAMHI Hotels Limited

ICAI Firm Registration No.: 101248W/W-100022

Rahul Nayar Ashish Jakhanwala Rajat Mehra Sanjay Jain

Partner Chairman, Managing Director and CEO Chief Financial Officer Company Secretary

---

Mar 31, 2024

8) Provisions (other than employee benefits)

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Expected future operating losses are not provided for.

When the Company expects some or all of the expenditure required to settle a provision will be reimbursed by another party, the reimbursement is recognized when, and only when, it is virtually certain that reimbursement will be received if the entity settles the obligation. The reimbursement is treated as a separate asset.

The Company records a provision for site restoration costs to be incurred for the restoration of leasehold land at the end of the lease period. The provision is measured at the present value of the best estimate of the expected costs to settle the obligation and recognised as part of the cost of property, plant and equipment. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the costs of the asset and site restoration obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

Provisions are reviewed at each Balance Sheet date.

9) Contingent liabilities

Contingent liability is a possible obligation arising from past events whose existence will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the entity or a present obligation that arises from past events but is not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. The Company does not recognize a contingent liability but discloses its existence in the standalone financial statements. Contingent asset

Contingent asset is not recognised in standalone financial statements since this may result in the recognition of income that may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and is recognized.

Contingent liabilities and contingent assets are reviewed at each Balance Sheet date.

10) Employee benefits

(a) Short-term employee benefits

Employee benefits payable wholly within twelve months of receiving employee services are classified as short-term employee benefits. These benefits include salaries and wages, short-term bonus, compensated absences and ex-gratia. The undiscounted amount of short-term employee benefits to be paid in exchange for employee services is recognised as an expense as the related service is rendered by employees.

(b) Share based payment transactions

The grant date fair value of equity settled share-based payment arrangements granted to employees is generally recognised as an employee benefit expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and nonmarket performance conditions at the vesting date. For share-based payment awards with nonvesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

When the terms of an equity-settled award are modified, the minimum expense recognized by the Company is the grant date fair value of the unmodified award, provided the vesting conditions (other than a market condition) specified on grant date of the award are met.

Further, additional expense, if any, is measured and recognized as at the date of modification, in case such modification increases the total fair value of the share-based payment plan, or is otherwise beneficial to the employee.

(c) Post-employment benefits

Defined contribution plan - Provident fund and Employee state insurance A defined contribution plan is a post-employment benefit plan under which an entity pays specified contributions and has no obligation to pay any further amounts. Provident fund scheme and employee state insurance are defined contribution schemes. The Company makes specified monthly contributions towards these schemes. The

Company''s contributions are recorded as an expense in the profit or loss during the period in which the employee renders the related service. If the contribution already paid is less than the contribution payable under the scheme for service received before the balance sheet date, the deficit payable under the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to a reduction in future payment or a cash refund.

Defined benefit plan - Gratuity

The Company''s gratuity scheme is a defined benefit plan. The present value of obligations under such defined benefit plans are determined based on actuarial valuation carried out by an independent actuary using the Projected Unit Credit Method, which recognizes each period of service as giving rise to an additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The obligation is measured at the present value of estimated future cash flows. The discount rates used for determining the present value of obligation under defined benefit plans, are based on the market yields on government securities as at the balance sheet date, having maturity period approximating to the terms of related obligations. Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in which they occur, directly in standalone other comprehensive income and are never reclassified to profit or loss. Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognized immediately in the profit or loss as past service cost.

d) Other long-term employee benefits -compensated absences

The employees can carry-forward a portion of the unutilized accrued compensated absences and utilize it in future service periods or receive cash compensation on termination of employment. Since the compensated absences do not fall due wholly within twelve months after the end of the period in which the employees render the related

service and are also not expected to be utilized wholly within twelve months after the end of such period, the benefit is classified as a longterm employee benefit. The Company records an obligation for such compensated absences in the period in which the employee renders the services that increase this entitlement. The obligation is measured on the basis of independent actuarial valuation using the projected unit credit method. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognized in the profit or loss.

11) Revenue recognition

Revenue is recognized at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring the goods or services to a customer i.e. on transfer of control of the goods or service to the customer. Revenue is net of indirect taxes and discounts. Contract asset represents the Company’s right to consideration in exchange for services that the Company has transferred to a customer when that right is conditioned on something other than the passage of time.

When there is unconditional right to receive cash, and only passage of time is required to do invoicing, the same is presented as Unbilled revenue.

A contract liability is recognized if a payment is received or a payment is due (whichever is earlier) from a customer before the Company transfers the related goods or services and the Company is under an obligation to provide only the goods or services under the contract. Contract liabilities are recognized as revenue when the Company performs under the contract (i.e., transfers control of the related goods or services to the customer). The specific recognition criteria described below must also be met before revenue is recognized: Room revenue, sale of food and beverages and other services

Revenue is recognized at the transaction price that is allocated to the performance obligation. Revenue comprises room revenue, sale of food and beverages, recreation and other services (including banquet and allied services) relating to hotel operations. Revenue is recognised upon rendering of the services and sale of food and beverages which is recognised once the rooms are occupied, food and beverages are sold and

other services have been provided as per the contract with the customer.

Other services

Other services comprises amount billed to subsidiary companies on account of core business advisory, procurement, sourcing of funds, guarantee commission, and other support services. The income is recognized on accrual basis as per the terms specified in the service agreement, provided the consideration is reliably determinable and no significant uncertainty exists regarding the collection.

12) Borrowing costs

Borrowing costs are interest and other costs (including exchange differences relating to foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs) incurred in connection with the borrowing of funds. Borrowing costs directly attributable to acquisition or construction of an asset which necessarily take a substantial period of time to get ready for their intended use are capitalized as part of cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.

13) Recognition of dividend income, interest income or expense

Dividend income is recognised in profit or loss on the date on which the Company’s right to receive payment is established.

I nterest income or expense is recognised using the effective interest method.

The ''effective interest rate’ is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:

- the gross carrying amount of the financial asset; or

- the amortised cost of the financial liability.

I n calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.

14) Foreign currency

Foreign currency Transactions

Transactions in foreign currencies are translated into the respective functional currencies of Company companies at the exchange rates at the dates of the transactions or an average rate if the average rate approximates the actual rate at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency exchange differences are generally recognised in profit or loss.

15) Income taxes

I ncome tax expense comprises current tax and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.

Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.

Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes. Deferred tax is also recognised

in respect of carried forward tax losses and tax credits.

Deferred tax is not recognised for

• temporary differences arising on the initial recognition of assets or liabilities in a transaction that:

- is not a business combination; and

- at the time of the transaction (i) affects neither accounting nor taxable profit or loss and (ii) does not give rise to equal taxable and deductible temporary differences

• temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans of the Company. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves. Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. For this purpose, the carrying amount of investment property is presumed to be recovered through sale.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to income tax levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

16) Operating segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company’s other components and for which discrete financial information is available. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM). In accordance with Ind AS 108 "Operating Segments", the operating segments used to present segment information are identified on the basis of information reviewed by the CODM to allocate resources to the segments and assess their performance.

17) Earnings per share Basic Earning Per Share

Basic earnings per share is calculated by dividing the profit (or loss) attributable to the owners of the Company by the weighted average number of shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for bonus issue, bonus element in a rights issue to existing shareholders, share split and reverse share split (consolidation of shares).

Diluted Earning Per Share

Diluted earnings per share is computed by dividing the profit (considered in determination of basic earnings per share) after considering the effect of interest and other financing costs or income (net of attributable taxes) associated with dilutive potential equity shares by the weighted average number of equity shares considered for deriving basis earnings per share adjusted for the weighted average number of equity shares considered for deriving basic earnings per share adjusted for the weighted average number of equity shares that would have been issued upon conversion of all dilutive potential equity shares.

18) Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

As a Lessee

At commencement or on modification of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of its relative standalone prices. However, for the leases of property the Company has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use assets is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the end of the lease term or the cost of the right-of-use asset reflects that the Company will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if the rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

The Company determine its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.

Lease payments included in the measurement of the lease liability comprise the following:

• fixed payments, including in-substance fixed payments;

• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

• amounts expected to be payable under a residual value guarantee; and

• t he exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, if the Company changes its assessment of whether it will exercise an purchase, extension or termination option or if there is a revised in-substance fixed lease payment.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Short-term leases and leases of low-value assets The Company has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Company recognises the lease payments associated with these leases as an expense in profit or loss on a straight-line basis over the lease term.

19) Cash and cash equivalents

Cash and cash equivalents include cash in hand, balance with banks, demand deposits with banks

and other short-term highly liquid investments with an original maturity of three months or less.

20) Measurement of earnings before finance costs, depreciation and amortisation, exceptional items and tax (EBITDA)

The Company has elected to present earnings before finance costs, depreciation and amortization, exceptional items and tax (EBITDA) as a separate line item on the face of the Standalone Statement of Profit and Loss. The Company measures EBITDA on the face of profit/ (loss) from continuing operations. In the measurement, the Company does not include finance costs, depreciation and amortisation expense, exceptional items and tax expense.

21) Exceptional items

On certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary activities of the Company is such that its disclosure improves the understanding of the performance of the Company. Such income or expense is classified as an exceptional item and accordingly, disclosed in the standalone financial statements.

22) Investments in subsidiaries

Investments in subsidiaries are carried at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. On disposal of investments in such entities, the difference between net disposal proceeds and the carrying amounts are recognised in the Standalone Statement of Profit and Loss.

23) Share issue expenses

Incremental costs directly attributable to the issue of equity shares are recognised as a deduction from equity. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with Ind AS 12.

2A. CHANGES IN MATERIAL ACCOUNTING POLICIES

1) Deferred tax related to asset and liabilities arising from a single transaction

The Company has adopted Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to Ind AS 12) from 1 April 2023. The amendments narrow the scope of the initial recognition exemption to exclude transactions that give rise to equal and offsetting differences e.g., leases and decommissioning liabilities. For leases and decommissioning liabilities, an entity is required to recognise the associated deferred tax assets and liabilities from the beginning of the earliest comparative period presented, with any cumulative effect recognised as an adjustment to retained earnings or other components of equity at that date. For all other transactions, an entity applies the amendments to transactions that occur on or after the beginning of the earliest period presented.

The Company has not recognized deferred tax asset in books considering the significant carry forward unabsorbed losses (Refer Note 9).

The Company has previously disclosed the deferred tax on leases by applying the ''integrally linked'' approach, resulting in a similar outcome as under the amendments, except that the deferred tax asset or liability was disclosed on a net basis. Following the amendments, the Company has disclosed a separate deferred tax asset in relation to its lease liabilities and a deferred tax liability in relation to its right-to-use assets as at 1 April 22 and thereafter.

2) Material accounting policy information

The Company adopted Disclosure of Accounting Policies (Amendment to Ind AS 1) from 1 April 2023. Although the amendments did not result in any changes in the accounting policy themselves, they impacted the accounting policy information disclosed in the standalone financial statements.

The amendments require the disclosure of ''material'' rather than ''significant'' accounting policies. The amendments also provide guidance on the application of materiality to disclosure of accounting policies, assisting entities to provide useful, entity-specific accounting policy information that users need to understand other information in the standalone financial statements.

(a) Terms of loan from subsidiary:

Interest free loan

As on March 31,2024, the Company has obtained interest free loan from SAMHI JV Business Hotels Private Limited (subsidiary company) amounting to '' 484.42 (March 31, 2023 - '' 431.62) which is repayable at any date after December 31, 2030 as per mutual consent of the Company and the subsidiary company. The loan is obtained in Indian Rupees. These loans were obtained for meeting project expenses and business purpose requirements. Interest bearing loan

As on March 31, 2024, the Company has obtained interest bearing loan from SAMHI JV Business Hotels Private Limited (subsidiary company) amounting to '' 229.26 (March 31, 2023 - '' 1,028.47) including accrued interest of '' 6.39 (March 31,2023 - '' 124.93) which is repayable after 3 years from the date of first disbursement i.e. January 21,2022. During the current year, the loan period has been extended to 6 years from the date of first disbursement. The loan is obtained at interest rate of 11.50% p.a. (March 31, 2023 - 19.50% p.a.) The loan is obtained in Indian Rupees. These loans were obtained from subsidiary company for meeting project expenses and business purpose requirements.

(b) Fully compulsory convertible debentures (FCCDs) (unsecured)

As per the debenture agreement dated August 12, 2014 between the Company and International Financial Corporation ( IFC ), each debenture must be mandatorily converted on liquidity event or maturity date (September 2024) whichever is earlier. Further, IFC also has a right of voluntary conversion upon giving notice to the Company within maturity date. Conversion ratio will be as provided under the Subscription Agreement. The Interest shall accrue for a period of first thirty six (36) months from the date of the IFC Subscription and shall be compounded on an annual basis until such interest has been paid by the Company to IFC.

The IFC Fully compulsory convertible debentures (FCCD’s) bear interest at the rate of 8.5% per annum. If all IFC CCDs have not been converted in accordance with the provisions hereof by the seventh (7th) anniversary of the IFC Subscription, the Base Interest shall increase to 10% per annum (compounded on an annual basis). Any interest that is due but not paid by the Company shall carry an additional interest of 2% per annum (compounded on an annual basis) from the date of default in payment of such interest until the date of payment. However, no additional interest shall be payable with respect to the

interest accrued during the Grace Period (first 36 months) until the seventh (7th) anniversary of the IFC Subscription. During the financial year ended March 31, 2022, the following amendments were made to the IFC debenture agreement:

1. Removal of 21% IRR Cap for return on investment (foreign currency derivative)

2. Prior to payment of interest, the Company will issue a notification and IFC will have the option to choose either of the following:

a) Receive the interest; or

b) Convert CCDs to equity shares of the Company in accordance with the agreed conversion formula. In the event IFC does choose this option, the Company shall have no further liability with respect to the CCDs after such conversion (including payment of any interest) or

c) Receive the interest at a later date.

During the year ended March 31, 2024, Fully compulsory convertible debentures (FCCDs) held by IFC have been converted into one equity share of face value of '' 1 each at a premium of '' 237.15 per equity share and the interest liability of '' 1,474.56 outstanding in books on the date of conversion has been paid from the IPO proceeds."

(c) Non Convertible Debentures (unsecured)

As per debenture agreement dated March 10, 2021 between the Company and the debenture holders, debentures shall be redeemed after 36 months from the deemed date of allotment. These debentures shall bear interest at 25% p.a. As per the repayment terms agreed, if the redemption date is after 6 months from the deemed date of allotment, then a return of 2.5 times the principal amount will be paid to the debenture holders. These debentures carry an effective interest rate of 35.72% p.a. The Interest payable on the NCDs shall be calculated from the deemed date of allotment to the interest payment date as per debenture agreement. The redemption date can be extended with the consent of all the debenture holders and such extension shall, under no circumstance, extend beyond 48 months from the deemed Date of Allotment.

In March 2023, the redemption period for one of the debenture holder (GTI Capital Epsilon Private Limited) was extended to 48 months from the deemed date of allotment. This has resulted in modification of financial instrument and the revised effective interest rate is 26.20% p.a.

During the year ended March 31,2024, Non-convertible debentures (NCDs) having maturity value of '' 2,737.50 have been paid from the IPO proceeds. The interest expense on these NCDs for the year ended March 31,2024 is '' 806.89 (March 31,2023: '' 468.10).

(d) Optionally convertible debentures (unsecured)

As per debenture agreement between the Company and the debenture holders, debentures shall be redeemed/ converted after 36 months from the deemed date of allotment. These debentures shall bear interest at 18% p.a. to 25% p.a. The Interest payable on the OCDs shall be calculated from the deemed date of allotment to the Interest Payment Date as per debenture agreement. On the maturity date, OCD’s shall be redeemed in cash or converted into equity shares at the sole discretion of the debenture holders at the value decided by Board.

In March 2023, the Company has converted these OCDs (including accrued interest) in to 861,427 equity shares of the Company at '' 130.22 per share. The difference between the fair value and the issue price has been recorded as finance cost amounting to '' 47.06.

c. Defined Benefit Plan Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service.

These plans typically expose the Company to actuarial risks such as: investment risk, inherent interest rate risk , longevity risk and salary risk.

Investment risk

The present value of the defined benefit plan liability (denominated in Indian Rupee) is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. Interest rate risk

The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.

Longevity risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary risk

Higher than expected increases in salary will increase the defined benefit obligation.

The following tables summarize the components of net benefit expense recognized in the Standalone Statement of Profit and Loss and amounts recognized in the Standalone balance sheet for the gratuity plans:-

B) Measurement of fair values

Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques. There has been no transfer between Level 1, Level 2 and Level 3 for the year ended March 31,2024 and March 31,2023.

C) Valuation technique used to determine fair value

Specific valuation technique used to value financial instruments include:

- the fair value for FCCDs were calculated based on monte carlo method of valuation of the instrument.

- the fair value of derivative component of non- convertible debentures were calculated based on monte carlo method of valuation of the instrument.

- the fair value of Non convertible debentures (unsecured) and interest free loan from subsidiary is determined by using discounted cash flow approach basis appropriate discount rate.

E. Financial risk management Risk management framework

The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk.

The Company’s Chief Financial Officer under the directions of the Board of Directors implements financial risk management policies across the Company. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, to monitor risks and adherence to limits in order to minimize the financial impact of such risks. The risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The carrying amount of financial assets represent the maximum credit risk exposure. The Company has credit policies in place and the exposures to these credit risks are monitored on an ongoing basis.

The Company’s policy is to place cash and cash equivalents and other bank balances with banks and financial institution counterparties with good credit rating.

The Company has given security deposits to various statutory authorities and to vendors for securing services from them and rental deposits for employee accommodations. The Company has other receivable balances outstanding as at year end for indemnity receivables from shareholders, cost reimbursement and loan balance from its KMP / employees.The Company does not expect any default from these parties and accordingly the risk of default is negligible or nil.

In respect of credit exposures from trade receivables, the Company has policies in place to ensure that sales on credit without collateral are made principally to travel agents and corporate companies with an appropriate credit history. The Company has established a credit policy under which each new customer is analyzed individually for creditworthiness before entering into contract. Sales to other customers are made in cash or by credit cards.

There are no significant concentrations of credit risk within the Company.

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or legal entity, industry and existence of previous financial difficulties, if any.

The Company considers a financial asset to be in default when:

• the debtor is unlikely to pay its credit obligations to the Company in full; or

• the financial asset is more than two years past due.

The provision matrix used for determining loss allowance on trade receivables as at March 31,2024 is Less than 6 months: 3.57%, 6 months - 1 year: 22.69%, 1 - 2 years: 33.66% - 78.06%, More than 2 years: 100%

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to Company’s reputation.

Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows to ensure it has sufficient cash to meet operational needs. Such forecasting takes into consideration the Company’s debt refinancing plans, undrawn committed borrowing facilities and covenant compliance.

Market risk is the risk that the changes in market prices such as foreign exchange rates and interest rates, that will affect the Company’s expense or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Currency risk

Currency risk for the Company is the risk that the future cash outflows on account of payables for management fees and other expenditure will fluctuate because of changes in foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other currencies. The Management evaluates foreign exchange rate exposure arising from foreign currency transactions on periodic basis and follows appropriate risk management policies.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s borrowings with floating interest rates.

The Company evaluates the interest rates in the market on a regular basis to explore the option of refinancing of the borrowings of the Copmpany. Moreover, the Copmpany’s current borrowings are linked to floating interest rates, thereby resulting in the adjustments of its borrowing costs in line with the market interest.

41 CAPITAL MANAGEMENT

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

The Board of Directors of the Company seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing and the advantages and security afforded by a sound capital position. The Company monitors capital using loan to value (LTV) method to ensure that the loan to value does not increase beyond 65% on any given reporting date at Group level. Loan includes the current and non-current borrowings and Value refers to the market capitalization of the Group.

The Company is not subject to externally imposed capital requirements.

As a part of its capital management policy, the Company did not have any continuing defaults in the repayment of loans and interest. There have been no material loan covenant defaults and there has been no intimation from the bank/ financial

Measurement of fair values

The fair value at grant date is determined using the Binomial option pricing model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

The binomial model is based on the description of an underlying instrument over a period of time rather than a single point. It breaks down the time to expiration into potentially a very large number of time intervals, or steps. A tree of stock prices is initially produced working forward from the present to expiration. At each step it is assumed that the stock price will move up or down by an amount calculated using volatility and time to expiration. This produces a binomial distribution, of underlying stock prices. The tree represents all the possible paths that the stock price could take during the life of the option. The option prices at each step of the tree are calculated working back from expiration to the present. The option prices at each step are used to derive the option prices at the next step of the tree using risk neutral valuation based on the probabilities of the stock prices moving up or down, the risk free rate and the time interval of each step.

The fair value of the options and the inputs used in the measurement of the grant-date fair values of the equity-settled share based payment plans are as follows:

50 OTHER STATUTORY INFORMATION

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company do not have any transactions with companies struck off.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Copmpany (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

(vii) The Company has not entered into any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

54 INITIAL PUBLIC OFFERING (IPO)

During the year ended March 31,2024, the Company has completed its Initial Public Offer ("IPO") of 108,738,095 equity shares of face value of '' 1 each at an issue price of '' 126 per equity share (including share premium of '' 125 per equity share) consisting of a fresh issue of 95,238,095 equity shares aggregating to '' 12,000.00 and an offer for sale of 13,500,000 equity shares aggregating to '' 1,701.00. The equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on September 22, 2023. As per Prospectus dated September 18, 2023, the IPO proceeds [net of offer expenses] ("Net IPO proceeds") are proposed to be utilized for repayment / prepayment / redemption, in full or in part, of certain borrowings availed by the Company and its subsidiaries including payment of interest accrued thereon and for general corporate purposes.

The Company has estimated '' 671.22 as IPO related expenses and allocated such expenses between the Company '' 585.90 and selling shareholders '' 85.32 . Such amounts were allocated based on agreement between the Company and selling shareholders and in proportion to the total proceeds of the IPO. Out of Company’s share of expenses, '' 564.80 has been adjusted to securities premium.

56 IMPAIRMENT OF ASSETS

a) Impairment testing for cash-generating units

In accordance with Ind AS 36 "Impairment of Assets", the Company had identified individual hotels (consisting of property, plant and equipment, intangible assets and right of use assets) as a separate cash generating unit for the purpose of impairment review. Management periodically assesses whether there is an indication that an asset may be impaired using a comparison between carrying value of assets in books and the recoverable value. Recoverable value is considered as higher of fair value less costs of disposal and value in use.

Recoverable amount is value in use of the hotel and is based on discounted cash flow method which was classified as a level 3 fair value in the fair value hierarchy due to the inclusion of one or more unobservable inputs. There has been no change in the valuation technique as compared to previous years.

Based on the results of impairment testing for the CGUs, impairment loss recognized in books in respect to the carrying value of property, plant and equipments, and other intangible assets is as follows:

b) Impairment testing for investments in subsidiaries

The Company has long term investments in subsidiaries which are measured at cost less impairment. The management assesses the performance of these entities including the future projections and relevant economic and market conditions in which they operate to identify if there is any indicator of impairment (including impairment reversal) in the carrying value of the investments. ln case indicators of impairment exist, the impairment loss is measured by estimating the recoverable amounts based on the ''value-in-use'' estimates determined using discounted cash flow projections (level 3). The future cash flow projections are specific to the entity based on its business plan and may not be the same as those of market participants. The future cash flows consider key assumptions such as occupancy, average room revenue, operating margin etc. with due consideration for the potential risks given the current economic environment in which the entity operates. The discount rates used are based on weighted average cost of capital and reflects market''s assessment of the risks specific to the asset as well as time value of money.

As at March 31, 2024, impairment loss recognized in books in respect to the carrying value of investments in subsidiaries is as follows:

57 The Board of Directors of the Company at their meeting held on March 27, 2023 approved a Share Subscription and Purchase Agreement (""SSPA"") between SAMHI Hotels Limited and ACIC Mauritius 1, ACIC Mauritius 2 (ACIC Mauritius 1 and ACIC Mauritius 2 are collectively referred as ""Sellers"") and Duet India Hotels (Jaipur) Private Limited, Duet India Hotels (Pune) Private Limited, Duet India Hotels (Ahmedabad) Private Limited, Duet India Hotels (Hyderabad) Private Limited, Duet India Hotels (Chennai) Private Limited, Duet India Hotels (Bangalore) Private Limited, Duet India Hotels (Chennai OMR) Private Limited, ACIC Advisory Private Limited and Duet India Hotels (Navi Mumbai) Private Limited (herein collectively referred as the ''ACIC Portfolio’) to acquire the entire securities held by Sellers in the ACIC Portfolio ("Acquisition").

During the year ended March 31, 2024, Company has acquired 100% of the securities held by Sellers in ACIC Portfolio as part of a share swap transaction, wherein the purchase consideration has been discharged by issue and allotment of 37,462,680 equity shares of face value '' 1 each at a premium of '' 237.15 to the Sellers. The Company has incurred acquisition related cost such as legal fees and due diligence costs amounting to '' 15.01. These costs have been adjusted from securities premium.

58 During the year ended March 31, 2024, the Company has sold its investment in Duet India Hotels (Bangalore) Private Limited to Duet India Hotels (Hyderabad) Private Limited through transfer of 100% equity shares. Both companies are wholly owned subsidiaries of the Company. Further, a scheme of amalgamation dated March 23, 2024 has been filed during the current year for merger of Duet India Hotels (Bangalore) Private Limited (Transferor company) with Duet India Hotels (Hyderabad) Private Limited (Transferee company). The scheme is pending for approval from regulatory authorities.

As per our report of even date attached

For B S R & Co. LLP For and on behalf of Board of Directors of

Chartered Accountants SAMHI Hotels Limited

ICAI Firm Registration No.: 101248W/W-100022

Rahul Nayar Ashish Jakhanwala Rajat Mehra

Partner Chairman, Managing Director and CEO Chief Financial Officer

Membership No.: 508605 DIN:03304345

Sanjay Jain

Company Secretary

Membership No.: F6137

Place: Gurugram Place: Gurugram Place: Gurugram

Date: May 29, 2024 Date: May 29, 2024 Date: May 29, 2024

---

Mar 31, 2023

a) Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity shares having the par value of INR 1 per share Each holder of equity share is entitled to one vote per share The equity shares are entitled to receive dividend as and when declared In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b) Shares reserved for issue under options

Refer note 45 for details of shares issued Employee Stock Option Plan of the Company.

c) Refer note 19 for shares reserved and conversion terms in respect of Fully Compulsory Convertible Debentures (FCCD), Optionally convertible debentures, and Non Convertible Debentures (secured)

d) There is no Promoter shareholding in the Company

e) During the last five year period, 9,063,846 (31 March 2022: Nil) equity shares of face value INR l each have been allotted as fully paid up pursuant to conversion of Optionally convertible debentures (unsecured) and Non Convertible Debenture (secured).

f) The shareholders at the Annual General Meeting (‘AGM”) of the Company held on 22 December 2022, approved the increase of the existing authorized share capital of the

For the period 1 March 2020 to 31 August 2020, the Company had taken Moratorium with reference to Reserve Bank of India (''RBI'') circular DOR.No.BP.BC.47/21.04.048/2019-20 dated 27 March 2020 and DOR.No.BP.BC.71/21.04.048/2019-20 dated 23 May.2020. Accordingly, interest on secured loans for this period was capitalised in the loan balance. Basis correspondence with/fep&:i.Jj;

or will be paid along with the last installment of loan.

(a) Terms of Loan from subsidiary:

Interest free loan

As on 31 March 2023, the company has obtained interest free loan from SAMHI JV Business Hotels Private Limited ("subsidiary company") amounting to INR 431.62 (31 March 2022 - INR 384.72) which is repayable at any date after 31 December 2030 as per mutual consent of the Company and the subsidiary company. The loan is obtained in Indian Rupees. These loans were obtained for meeting project expenses and business purpose requirements.

Interest bearing loan

As on 31 March 2023, the company has obtained interest bearing loan from SAMHI JV Business Hotels Private Limited ("subsidiary company") amounting to INR 1,028.47 (31 March 2022 - INR 933.16) including accrued interest of INR 124.93 (31 March 2022 - INR 29.62) which is repayable after 3 years from the date of first disbursement i.e. 21 January 2022.The loan is obtained at interest rate of 19.50% p.a. The loan is denominated in Indian Rupees. These loans were obtained from subsidiary company for meeting project expenses and business purpose requirements.

(b) Fully compulsory convertible debentures (FCCDs) (unsecured)

As per the debenture agreement dated 12 August 2014 between the Company and International Financial Corporation ( IFC ), each debenture must be mandatorily converted on liquidity event or maturity date (September 2024) whichever is earlier. Further, IFC also has a right of voluntary conversion upon giving notice to the Company within maturity date. Conversion ratio will be as provided under the Subscription Agreement. The Interest shall accrue for a period of first thirty six (36) months from the date of the IFC Subscription and shall be compounded on an annual basis until such interest has been paid by the Company to IFC.

The IFC Fully compulsoiy convertible debentures (FCCD''s) bear interest at the rate of 8.5% per annum. If all IFC CCDs have not been converted in accordance with the provisions hereof by the seventh (7th) anniversaty of the IFC Subscription, the Base Interest shall increase to 10% per annum (compounded on an annual basis). Any interest that is due but not paid by the Company shall carry an additional interest of 2% per annum (compounded on an annual basis) from the date of default in payment of such interest until the date of payment. However, no additional interest shall be payable with respect to the interest accrued during the Grace Period (first 36 months) until the seventh (7th) anniversary of the IFC Subscription.

During the financial year ended 31 March 2022, the following amendments were made to the IFC debenture agreement:

1. Removal of 21 % IRR Cap for return on investment (foreign currency derivative)

2. Prior to payment of interest, the Company company will issue a notification and IFC will have the option to choose either of the following:

a) Receive the interest; or

b) Convert CCDs to equity shares of the Company in accordance with the agreed conversion formula. In the event IFC does choose this option, the Company shall have no further liability with respect to the CCDs after such conversion (including payment of any interest) or

c) Receive the interest at a later date.

Subsequent to 31 March 2023, the Company has issued notice and IFC has opted to receive interest at a later date i.e. on consummation of IPO. Further, as agreed between the Company and IFC, the interest liability outstanding in books will be paid by the Company from the IPO proceeds. The Company expects to settle this by 30 September 2023. In case of delay in liquidity event, the interest liability will be settled by the maturity date. f\

(c) Non Convertible Debentures (unsecured)

As per debenture agreement dated 10 March 2021 between the Company and the debenture holders, debentures shall be redeemed after 36 months from the deemed date of allotment. These debentures shall bear interest at 25% p.a. As per the repayment terms agreed, if the redemption date is after 6 months from the deemed date of allotment, then a return of 2.5 times the principal amount will be paid to the debenture holders. These debentures carry an effective interest rate of 35.72% p.a. The Interest payable on the NCDs shall be calculated from the deemed date of allotment to the interest payment date as per debenture agreement. The redemption date can be extended with the consent of all the Debenture Holders and such extension shall, under no circumstance, extend beyond 48 months from the Deemed Date of Allotment.

During the year ended 31 March 2023, the redemption period for one of the debenture holder (GTI Capital Epsilon Private Limited) was extended to 48 months from the deemed date of allotment. This has resulted in modification of financial instrument and the revised effective interest rate is 26.20% p.a.

(d) Optionally convertible debentures (unsecured)

As per debenture agreement between the Company and the debenture holders, debentures shall be redeemed/converted after 36 months from the deemed date of allotment. These debentures shall bear interest at 18% p.a. to 25% p.a. The Interest payable on the OCDs shall be calculated from the deemed date of allotment to the Interest Payment Date as per debenture agreement. On the maturity date, OCD''s shall be redeemed in cash or converted into equity shares at the sole discretion of the debenture holders at the value decided by Board. During the year ended 31 March 2023, the Company has converted these OCDs (including accrued interest) in to 861,427 equity shares of the Company at INR 130,22 per share. The difference between the fair value and the issue price has been recorded as finance cost amounting to INR 47.06.

(c) Non Convertible Debenture (secured)

i) Barque Hotels Private Limited [Barque]

l.On 22 October 2021, Debenture Trust Deed (‘DTD’) was executed between Barque Hotels Private Limited (‘Barque’), Pauimech Hospitality Private Limited (wholly owned subsidiary of the Barque), SAMHI Hotels Limited (‘the Company’) and Vistra ITCL (India) Limited (‘Debenture Trustee’). Basis aforesaid Debenture Trust Deed, during the financial year ended 31 March 2022, the Barque had issued 2,850 unlisted, secured, redeemable, non-convertible debentures of a face value of INR 1,000,000 each aggregating to INR 2,850 on a private placement basis to Sarvara Investment Fund I on the terms and conditions set out in DTD.

2. These non-convertible debentures are secured by following:-

(a) a first ranking mortgage on all immovable assets of Barque and its subsidiary, Pauimech Hospitality Private Limited (“Subsidiary”), both present and future, including the Barque’s and its subsidiary’s hotel properties.

(b) a first ranking charge on all the movable assets (current, non-current and movable fixed assets) of Barque and the Subsidiary, both present and future, including but not limited to:

i) movable properties including plant and machinery, machine spares, tools and accessories, furniture, fixtures, vehicle and other non-current assets;

ii) the Permitted Investments which includes government securities, fixed deposits in any scheduled commercial bank in India, which is not a lender to the Company, liquid mutual fund debt schemes.

iii) intangible assets,

iv) all current assets of the Barque and its subsidiary, including but not limited to the receivables of the Barque and its subsidiary including cash in hand, investments classified as “held for trading”, raw materials, consumable stores and spares, book debts, operating cash flow and stock in trade,

v) all investments and bank accounts of Barque and its subsidiary and monies lying therein,

(c) a first ranking exclusive charge over all rights and receivables of the Company which includes all amounts receivable by the Company (whether as operational payments or otherwise) from Barque including but not limited to the receivables of the Company under the intercompany loan agreement dated 1 December ,2017 (as amended on 1 April ,2019) for unsecured and interest free inter-corporate deposit of INR 2,436.10.

(d) a first ranking exclusive pledge over the shares and securities constituting 100% shareCompany held by the Company save and except the 1 equity share held by a nominee shareholder of the Company .

(e) the Corporate Guarantees provided by Pauimech Hospitality Private Limited in favour of debenture trustee;

(f) all encumbrances created or to be created to secure the unlisted, secured, redeemable, non-convertible debentures (“SAMHI JV bcbjmfinra^kissucd by SAMHI IV Business Hotels Private Limited (“SAMHI JV”) in favour of the debenture holders, ig(kgig0gk rxraQi(u£sqa^bd3arque Debentures and the SAMHI JV Debentures.

3. As per Debenture Trust Deed, return on non-convertible debentures is sum of Cash PIK and Convertible PIK.

(i) At all times during the tenure of non-convertible debentures, the debenture holder is entitled to a minimum IRR of not less than 21.34% per annum (i.e. 19.5% per annum compounded monthly).

(ii) Cash PIK is an amount that would give the debenture holder a return equal to 14.5% per annum compounded monthly during the term of debentures. Cash PIK obligation on non-convertible debentures is to be serviced at 1% p.a. payable monthly for the first year, at 14.5% p.a. payable monthly for balance term of3 years (to the extent applicable) and remaining obligation on redemption of debentures.

(iii) Convertible PIK is portion of accrued interest on the non-convertible debentures that will be converted into equity shares of SAMHI Hotels Limited in accordance with the SAMHI shares allotment agreement dated 22 October 2021 between Barque, Company and debenture trustee.

(iv) During the financial year ended 31 March 2022, Barque paid debenture holder upfront interest of 3% of the nominal value of each non-convertible debentures issued as an additional interest.

(v) After lock-in-period for the non-convertible debentures of 12 months from the date of first disbursement i.e. 25 October 2021, these debentures are redeemable within 4 years at the option of Barque or at the end of 4 years from date of first disbursement. Further, the non-convertible debentures will be mandatorily redeemed within 30 days of occurrence of an IPO event.

(ii) SAMHI JV Business Hotels Private Limited |SAMH1 JV]

1. On 19 January 2022, Debenture Trust Deed (‘DTD’) was executed between SAMHI JV Business Hotels Private Limited (‘SAMHI JV’), SAMHI Hotels Limited and Vistra ITCL (India) Limited (‘Debenture Trustee’). Basis aforesaid Debenture Trust Deed, during the financial year ended 31 March 2022, SAMHI JV has issued 4,100 unlisted, secured, redeemable, non-convertible debentures of a face value of INR 1,000,000 each, aggregating to INR 4,100 on a private placement basis to Sarvara Investment Fund I on the terms and conditions set out in DTD.

2. These non-convertible debentures are secured by following:

a) a first ranking mortgage on all immovable assets of SAMHI JV, both present and future, including the SAMHI JV''s properties at Bengaluru.

b) a first ranking charge on all the movable assets (current, non-current and movable fixed assets) of the SAMHI JV, both present and future, including but not limited to:

i) movable properties including plant and machinery, machine spares, tools and accessories, furniture, fixtures, vehicle and other non-current assets;

ii) the permitted investments which includes government securities, fixed deposits in any scheduled commercial bank in India, which is not a lender to the Group, liquid mutual fund debt schemes.

iii) intangible assets,

iv) all current assets of SAMHI JV, including but not limited to the receivables of the SAMHI JV including cash in hand, investments classified as “held for trading”, raw materials, consumable stores and spares, book debts, operating cash flow and stock in trade, and

v) all investments and bank accounts of SAMHI JV and monies lying therein.

c) a first ranking exclusive charge over all rights and receivables of the Company which includes all amounts receivable by the Company (whether as operational payments or otherwise) from SAMHI JV,

d) a first ranking exclusive pledge over the shares and securities constituting 100% share held by the Company.

e) the Corporate Guarantees provided by Barque Hotels Private Limited and Paulmech Hospitality Private Limited in favour of debenture trustee;

f) all encumbrances created or to be created to secure the Barque Hotels Private Limited Debentures (Barque Debentures), ranking pari passu inter-se the SAMHI JV Debentures and the Barque Debentures., other than the Promoter Guarantee issued by SAMHI Hotels Limited (Promoter) for securing the Barque Debentures.

/a.

(i) At all times during the tenure of non-convertible debentures, the debenture holder is entitled to a minimum IRR of not less than 21.34% per annum (i.e. 19.5% per annum compounded monthly).

(ii) Cash PIK is an amount that would give the debenture holder a return equal to 14.50% p.a. compounded monthly during the term of debentures. Cash PIK obligation on non-convertible debentures is to be serviced at 1.00% p.a. payable monthly for the first 6 months, at 3.50% p.a. payable monthly from the commencement of 7th month until the expiry of 12 months and at 14.50% p.a. payable monthly for balance term of 3 years (to the extent applicable) and remaining obligation on redemption of debentures.

(iii) Convertible PIK is portion of accrued interest on the non-convertible debentures that will be converted into equity shares of SAMHI Hotels Limited in accordance with the SAMHI shares allotment agreement dated 19 January 2022 between SAMHI JV, SAMHI Hotels Limited and debenture trustee.

(iv) During the financial year ended 31 March 2022, SAMHI JV paid debenture holder upfront interest of 3.00% of the nominal value of each non-convertible debentures issued as an additional interest.

(v) After lock-in-period for the non-convertible debentures of 12 months from the date of first disbursement i.e. 21 January 2022, these debentures are redeemable within 4 years at the option of SAMHI JV or at the end of 4 years from date of first disbursement. Further, the non-convertible debentures will be mandatorily redeemed within 30 days of occurrence of an IPO event.

During the year ended 31 March 2023, the debentures have been redeemed. Accordingly, the Cash PIK component has been fully repaid and the Convertible PIK component has been converted into 8,202,419 equity shares of Company allotted to Sarvara Investment Fund I at a fair value of INR 184.85 per share. prf''x

* This represents the fair value of Convertible PIK (Payment in kind) obligation of Non-Convertible Debentures issued during the year ended 31 March 2022. Convertible PIK (Payment in kind) is portion of accrued interest on the debentures convertible into equity shares in accordance with the share allotment agreement of subsidiaries (Barque Hotels Private Limited [Barque] and SAMHIJV Business Hotels Private Limited [SAMHI JV]) with the debentures holder dated 22 October 2021 and 19 January 2022 respectively. During the year ended 31 March 2023, Convertible PIK portion of accrued interest on the Debentures has been converted into 8,202,419 equity shares alloted to Sarvara Investment Fund I at a fair value of INR 184.85 per share. Refer note 19(e),

The contract liabilities primarily relate to the advance consideration received from customers for which revenue is recognized when the performance obligation is over/ services delivered. Advance collection is recognised when payment is received before the related performance obligation is satisfied. This includes advances received from the customer towards rooms / restaurant/ banquets. Revenue is recognised once the performance obligation is met i.e. on room stay/ sale of food and beverage / provision of banquet services. Excess of revenue over invoicing is recorded as unbilled revenue. Revenue recognised in the statement of profit and loss is same as the contracted price.

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund, Labour Welfare Fund and Employees'' State Insurance, which are defined contribution plans. The Company has no obligations other than to make the specified contributions. The contributions are charged to profit or loss as they accnie. The amount recognised as an expense towards conhibution to Provident Fund, Labour Welfare Fund and Employees'' State Insurance for the year aggregated to INR 14.84 (31 March 2022 ¦ INR 10.53) Also refer note 37.

c. Defined Benefit Plan Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service.

The following tables summarize the components of net benefit expense recognized in the Standalone Statement of Profit and Loss, the funded status and amounts recognized in the Standalone balance sheet for the gratuity plans:-

Basic EPS amounts are calculated by dividing the loss for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year Diluted EPS are calculated by dividing the loss for the year attributable to the equity holders by weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares

37 Commitments and Contingent liabilities a) Commitments

Going concern support in form of funding and operational support letters issued by the Company in favour of SAMHIJV Business Hotels Private Limited, SAMHI Hotels (Gurgaon) Private Limited, SAMHI Hotels (Ahmedabad) Private Limited, Barque Hotels Private Limited, CASPIA Hotels Private Limited, Ascent Hotels Private Limited, Argon Hotels Private Limited and Paulmech Hospitably Private Limited.

i) In February 2019, Supreme Court of India in its judgement clarified the applicability of allowances that should be considered to measure obligations under The Employees'' Provident Funds And Miscellaneous Provision AcL 1952. The Company has been legally advised that there are interpretative challenges on the application of judgement retrospectively and as such does not consider there is any probable obligations for past periods

ii) The Company has received an assessment order for financial year 2015-16 whereby an addition of INR 18.13 has been made to the total income of the Company. The addition pertains to unreasonable share premium under Section 56(2)(viib) of Income Tax Act, 1961 and legal and professional expenses incurred on acquisition of investment in Ascent Hotels Private Limited. The Company has filed an appeal before the Commissioner of Income-tax (Appeals) against the said addition which is pending for disposal.

38 Operating Segments

The Company''s Chief Executive Officer has been identified as the Chief Operating Decision Maker (''CODM''), since he is responsible for ail major decisions w.r.t the preparation and execution of business plan, preparation of budget, planning, alliance, merger, acquisition and expansion of any new facility CODM has examined the Company''s performance from product and geographic perspective and has identified a single business segment i e "Developing and running of hotels", hence no specific disclosures have been made.

A, Information about products and services

The Company primarily deals in one business namely "Developing and running of hotels", therefore product wise revenue disclosure is not applicable

B. Information about geographical areas

The Company provides services to customers in India Further, there are no non-current assets located outside India GlrLbuauarton about major customers (from external customers)

not derive revenue from one customer which would amount to 10 per cent or more of the entity’s revenue | [ Gujugram) ~U

In addition to the abo%c transaction*

During the ycarcridcd 31 March 2021, the Holding Company issued 25% Non convertible debentures to GTI Capital Epsilon Private Limited and Mercer Investments (Singapore) Ptc Limited amounting to INR 150 00 and INR 720 00 respectively GTI Capita! Epsilon Private Limited and Mercer investments (Singapore) Ptc Limited arc related parties of the equity shareholders of the Holding company i c GTI Capital Alpha Private limited and Goldman Sachs investments Holding (Asia) Limited respectively The interest expense on these NCDs issued to GTJ Capital Epsilon Private Limited amounts tc 31 March 2023; INR 34 27, 31 March 2022: INR 55 26 and carrying value of these NCDs amounts to 31 Marrch 2023; INR 234 13, 31 March 2022; INR 202 63 respectively The interest expanse on these NCDs issued to Mercer Investments (Singapore) Ptc Limited amounts to 31 March 2023: INR 340 02, 31 March 22: INR 264 92 and carrying value of these NCDs amounts to 31 March 2023: INR 1.240 90,31 March 2022: INR 951 S9 respectively

Refer note 19 For change in terms ofNCD''s issued to GTI Capital Epsilon Private Limited

In addition to transactions above,

- refer note 19 (c) in respect of security provided by subsidiary for loan from Standard Chartered Bank and DBS Bank

- refer note 19 (c) in respect of security provided by subsidiary for loans from Piramal Capital and Housing Finance Limited

Outstanding balances at the year-end arc unsecured and arc settled in cash For the year ended 31 March 2023 and 31 March 2022, the Company has not recorded any impairment of receivables relating to amounts owed by related panics This assessment is undertaken at each reporting year

The Company has provided an undertaking / corporate guarantee on behalf of SAMHI Hotels (Ahmedabad) Private Limited, CASPIA Holds Private Limited, Ascent Hotels Private Limited, SAMHI Hotels (Gurgaon) Private Limited, Barque Hotels Private Limited, SAMHI JV Business Hotels Private Limited and Argon Hotels Private Limited in respect of loans obtained from banks/ financial institutions

The Company has provided, corporate guarantee to Starwood Hotel and Resorts India Private Limited | Operator of SAMHI Hotels (Ahmedabad) Private Limitedf pursuant to the Operating services agreement entered by SAMHI Hotels (Ahmedabad) Private Limited Also undertaking has been provided by Holding Company to IHG (India) Private Limited and IHG (Asia) Pacific Ptc Ltd |Operator of Barque Hotels Private Limited| pursuant to the Operating services agreement entered by Barque Hotels Private Limited

The fair value of trade receivables, cash and cash equivalents, other bank balances, current loans, other current financial assets, current borrowings, current trade payables and other current financial liabilities approximate their carrying amounts, due to their short-term nature

Interest rates on non-current borrowings (borrowings from banks and financial institutions) are equivalent to the market rate Such borrowings are at floating rates which are reset at short intervals Accordingly, the carrying value of such borrowings approximates fair value

Fair value of bank deposits (included in other non-current financial assets), Loan to Key Management Person, subsidiaries and employees (included in non-current loans) and interest bearing loan obtained from subsidiaries (included in non-cuiTent borrowings) are equivalent to their canying amount, as the interest rate on them is equivalent to market rate

The fair value measurement of lease liabilities is not required to be disclosed 8* 0 fjX

Fair valuation of non-current financial assets and liabilities has been disclosed to be same as canying value as there is no significant difference between carrying value and

\ \r_\

Risk management framework

The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk

The Company’s Chief Financial Officer under the directions of the board of directors implements financial risk management policies across the Company The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, to monitor risks and adherence to limits in order to minimize the financial impact of such risks The risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities

(i), Credit risk

Credit risk is the ask of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations The carrying amount of financial assets represent the maximum credit risk exposure The Company has credit policies in place and the exposures to these credit risks are monitored on an ongoing basis

To cater to the credit risk for balances with banks/financial institutions, only high rated banks/institutions are accepted

The Company has given security deposits to Government departments and to vendors for securing services from them and rental deposits for employee accommodations The Company has other receivable balances outstanding as at year end for cost reimbursement and loan balance from its subsidiaries/ K.MP / employees The Company does ngt expect any default from these parties and accordingly the risk of default is negligible or nil.

In respect of credit exposures from trade receivables, the Company has policies in place to ensure that sales on credit without collateral are made principally to travel agents and corporate companies with an appropriate credit history Sales to other customers are made In cash or by credit /debit cards

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade receivables The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or legal entity, their geographical location, industry and existence of previous financial difficulties, if any

U During the year ended 31 March 2023, liability has been settled by issue of equity shares of the Company. Refer Note 21.

The details disclosed are after considering the impact of moratorium with reference to RBI circular DOR No, BP BC 47/21 04 048/2019-20 dated 27 March 2020 and DOR-No.BRBC-71/21.04 048/2019-20 dated 23 May 2020 for the period l March 2020 to 31 August 2020

* Carrying amount of Borrowings include FCCDs which comprises present value of IFC CCD conversion shares value and present value of interest accrued. There is no liquidity risk on present value of IFC CCD conversion shares value as these are convertible into equity shares. Accordingly, no cash outflow far the same is considered in the above disclosure of contractual cash outflows Subsequent to 31 March 2023, the Company has issued notice and IFC has opted to receive interest at a later date i.e. on consummation of IPO. Further, as agreed between the Company and IFC, the interest liability will be paid out of the IPO proceeds. The Company expects to settle this by 30 September 2023

Also, refer note 48 for disclosures on Going Concern assumption iii. Market risk

The Company is exposed to market risk primarily relating to the risk of changes in market prices, such as foreign exchange rates and interest rates, that will affect the Company''s expense or the value of its holdings of financial instruments

Currency risk

The Company''s exposure to foreign currency risk is on account of payables for management fees and other expenditure in currencies other than the functional currency of the Company

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s borrowings with floating interest rates

The company evaluates the interest rates in the market on a regular basis to explore the option of refinancing of the borrowings of the company Moreover, the company''s current borrowings are linked to floating interest rates, thereby resulting in the adjustments of its borrowing costs in line with the market interest

Exposure to interest rate risk

41 Capital Management

The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.

The Board of Directors of the Company seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing and the advantages and security afforded by a sound capital position. The Company monitors capital using loan to value (LTV) method to ensure that the loan to value does not increase beyond 65% on any given reporting date at company level.

The Company is not subject to externally imposed capital requirements

As a part of its capital management policy, the Company did not have any continuing defaults in the repayment of loans and interest. There have been no material loan covenant defaults and there has been no Intimation from the banks/ financial institutions for recalling any loan facility The Company has sought and received waiver letters from all its lenders as at and for the year ended 31 March 2023.

42 Transfer Pricing

The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing regulation under Sections 92-92F of the Income-tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company continuously updates its documentation for the international and domestic transactions entered into with the associated enterprises during the financial year. The management is of the opinion that its international and domestic transactions are at arm’s length so that the aforesaid legislation will not have any impact on the standalone financial statements, particularly on the amount of tax expense and that of provision for taxation

The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED). Accordingly, the disclosure in respect of the amoum»''£asab!c to such enterprises as at 31 March 2023 and 31 March 2022 has been made in the financial statements based on information received and available with the

Measurement of fair values

The lair value at grant date is determined using the Binomial option pricing model which takes into account the exercise price, the term oflhe option, (he share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option

The binomial model is based on the description ofan underlying insirument over a period of time rather than a single point It breaks down the time to expiration into potentially a very large number of time intervals, or steps A tree oT stock prices is initially produced working forward from the present to expiration At each step it is assumed that the slock price will move up or down by an amount calculated using volatility and lime to expiration This produces a binomial distribution, of underlying stock prices The tree represents all the possible paths that the stock price could take during the life of the option

The option prices at each step of the tree are calculated working back from expiration to the present The option prices at each step are used to derive the option prices at the next step of the tree using risk neutral valuation based on the probabilities oflhe stock prices moving up or down, the risk free rale and the time interval of each step

47 New ita nda rds and interpretations, not yet adopted

Ministry of Corporate Affairs (“MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time On 31 March 2023, MCA amended the Companies (tndian Accounting Standards) Amendment Rules, 2022, applicable from t April 2023, as below:

Ind AS 1 - Presentation of Financial Statements: This amendment requires the entities to disclose their material accounting policies rather than their significant accounting policies The effective date for adoption of this amendment is annual periods beginning on or after 1 April 2023 The Company has evaluated the amendment and the impact of the amendment is insignificant in the Company’s financial statements

Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors: This amendment has introduced a definition of ‘accounting estimates’ and included amendments to Ind AS 8 to help entities distinguish changes in accounting policies from changes in accounting estimates The effective date for adoption of this amendment is annual periods beginning on or after I April 2023 The Company has evaluated the amendment and there is no impact on its financial statements

Ind AS 12 - Income Taxes: This amendment has narrowed the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting temporary differences The effective date for adoption of this amendment is annual periods beginning on or after 1 April, 2023 The Company has evaluated the amendment and there is no impact on its financial statements

48 Going concern

The Company has incurred a net loss of INR 656 36 million during the year ended 31 March 2023, and as of that date, the Company current liabilities exceeded its current assets by INR 3,614 48 million As on 31 March 2023, the Company has been largely funded by loans from banks / financial institutions Further, the Company has contractual cash outflows of INR 4,467.35 million (excluding future contractual interest payments) due within 12 months of the balance sheet date

In the current year, consequent to reduction in the number of COV1D-19 cases and easing of all travel restrictions, the Company and its subsidiaries (herein collectively referred as the ''SAMH1 Group’) have witnessed a strong recovery Starting from Ql FY 2022-23, the Company has witnessed improved business performance in terms of Average Room Revenue (ARR) and Occupancy levels ARR and Average Occupancy levels in FY 2022-23 and Ql FY 2023-24 have reached INR 4,546 & 71 % and INR 5,140 & 75% respectively Similar improvement in ARR and Occupancy levels is also witnessed in the business performance of subsidiaries in the Group The Company and its subsidiaries have projected significant increase in its cash flow from operations during the years ending 31 March 2024 and 31 March 2025 The Company has a cash and bank balance of INR 621 23 million (excluding restricted bank deposits) and undrawn credit facilities of INR 50 million as on 31 March 2023

Subsequent to the year-end, SAMHI Hotels Limited has acquired 100% of the securities held by ACIC Mauritius 1 and ACIC Mauritius 2 (‘Sellers’) in Duet India Hotels (Jaipur) Private Limited, Duet India Hotels (Pune) Private Limited, Duet India Hotels (Ahmedabad) Private Limited, Duet India Hotels (Hyderabad) Private Limited, Duet India Hotels (Chennai) Private Limited, Duet India Hotels (Bangalore) Private Limited, Duet India Hotels (Chennai OMR) Private Limited, ACIC Advisory Private Limited and Duet India Hotels (Navi Mumbai) Private Limited (herein collectively referred as the ‘ACIC Portfolio’) as part of a shares swap transaction, wherein as consideration the Company has issued and alloted 37,462,680 equity shares to the Sellers This acquisition will further enhance the SAMHI Group’s projected cash flow from operations during the years ending 31 March 2024 and 31 March 2025 ACIC Portfolio has a low Borrowings to Gross Assets Value ratio of 27%, which will also enable the Company to refinance its borrowings and obtain additional borrowings to meet its current obligations as and when they fall due

Based on the expected future cash flows, the Company has projected a net cash outflow of INR 1,488 32 million in the next 12 months of the balance sheet date These projections include contractual cash outflows of non-convertible debentures amounting to INR 1,708 00 million payable to an affiliate entity of one of the existing shareholder’s which are due for payment within 12 months of the balance sheet date The redemption date of these non-convertible debentures can be extended by 12 months with the consent of all the debenture holders

The Board of Directors of the Company have approved fund raise plan of upto INR ! 2,000 00 million through Initial Public Offering (“IPO") of equity shares of the Company The Company has filed its Draft Red Herring Prospectus (DRHP) with Securities Exchange Board of India (SEBI) and is awaiting observations Once these observations are received, the Company will proceed to file an Updated DRHP with SEBI and Prospectus with Registrar of Companies

Accordingly, the Company expects to fund the net cash outflow position from the potential proceeds of IPO, refinancing its existing borrowings, obtaining additional borrowings post the ACIC acquisition and the management’s plan to monetise few of its hotel properties held in subsidiaries, if required, to provide the Company with the desired liquidity to meet its contractual obligations and liabilities as and when they fall due in the near future \

In view of the above, the Management and Board of Directors of the Company have prepared these standalone financial statements on a going concern bast/ ''Jej >. / \

/G9/Y . % Yr^\

The Company has not presented the following ratios due to the reasons given below:

* Inventory turnover ratio¹ Since the Company holds inventory for consumption in the service oF Food and beverages and the proportion of such inventory is insignificant to Total Assets

# Return on investments: Since the Company holds surplus funds which are temporary in nature to ensure adequate liquidity during the year

50 Other statutory information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Ben ami property

(ii) The Company do not have any transactions with companies struck off.

(in) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year

(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall*

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vt) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

(vii) The Company has not entered into any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961

(viii) The Company has not granted any Joans or advances in the nature of loans to promoters, directors, K.MPs and the related parties (as defined under Companies Act, 2013) either severally or jointly with any other person that are repayable on demand or without specifying any terms or period of repayment except for loans granted as disclosed below:

51 As per the MCA Notification dated August 06, 2022, the Central Government has notified the Companies (Accounts) Fourth Amendment Rules, 2022 As per the amended rules, the Company is required to maintain a backup of the books of account and other relevant books and papers in electronic mode that should be accessible in India a£ all the time Also, the Company is required to create backup of accounts on servers physically located in India on a daily basis

The books of account along with other relevant records and papers of the Company is maintained in electronic made, across all hotels. These are readily accessible in India at all times and currently a backup is maintained on a cloud based / physical server Such servers are located in India, with the exception of certain softwares/ applications, for which the servers are located overseas The Company is in the process of complying with these requirement pursuant to the amendment

53 The Company has foreign currency payables of INR 36.69 million towards management & license fee and incentives etc, which are outstanding for more than three years as on 3] March 2023. As per Foreign Exchange Management Act, 1999 and the applicable rules/regulations, in case of any foreign currency dues which are not remitted within a period of three years, approval from Reserve Bank of India (RBI) is required In view of the management, the Company was unable to clear these dues within the time stipulated under law due to Financial difficulties encountered by the Hotel Industry on account of COV1D-19 Subsequent to March 2022, the Hotel Industry has witnessed significant improvement in its cash flows and the Company has settled some of these dues and intends to settle the balance dues in the near future. Based on legal advice obtained, the Company is of the view that it will be in a position to get the necessary approvals from RBI/ Authorised Dealer (AD) banker, if any, and will not result in imposition of any penalty which will be material to these financial statements

54 Business Combination under common control

The Company has as a part of its management decision acquired "CASPIA Delhi, Shalimar bagh" from its subsidiaiy ''Argon Hotels Private Limited” on 28 March 2023 for a purchase consideration of rNR 750 As the transaction is a business combination under common control, the acquisition has been accounted under the ''pooling of interests'' method in accordance with Appendix C of Ind AS 103 ''Business Combinations'' and comparatives have been re-presented for amalgamation with effect from 01 April 2021 All assets and liabilities including the reserves of the subsidiary company have been presented in these consolidated financial statements from the opening date of the preceding financial year i.e, 1 April 2021 as summarized below;

The excess of purchase consideration paid over the net assets acquired is adjusted as ''Amalgamation adjustment deficit account'' in Other Equity as at 1 April 2021 in these standalone financial statements The purchase consideration is adjusted against the loan balance recoverable (disclosed as deemed investment in the standalone financial statements) by the Company from Argon Hotels Private Limited

55 Impairment of assets

a) Impairment testing for cash-generating units

In accordance with Ind AS 36 "Impaiiment of Assets", the Company had identified individual hotels (consisting of property, plant and equipment and intangible assets) as a separate cash generating unit for the purpose of impaiiment review. Management periodically assesses whether there is an indication that an asset may be impaired using a comparison between carrying value of assets in books and the recoverable value. Recoverable value is considered as higher of fair value less costs of disposal and value in use.

Recoverable amount is value in use of the hotel and is based on discounted cash flow method which was classified as a level 3 fair value in the fair value hierarchy due to the inclusion of one or more unobservable inputs. There has been no change in the valuation technique as compared to previous years

In view of the management, the primary reasons for recognition of impairment loss in respect to the aforementioned hotel properties were high carrying value of property, plant and equipment due to fair value of land recorded in books as deemed cost in prior years and certain operational issues at the hotel

b) Impairment testing for investments in subsidiaries

The Company has long term investments in subsidiaries which are measured at cost less impaiiment The management assesses the performance of these entities including the future projections and relevant economic and market conditions in which they operate to identify if there is any indicator of impairment in the carrying value of the investments. In case indicators of impairment exist, the impairment loss is measured by estimating the recoverable amounts based on the ''value-in-use'' estimates determined using discounted cash flow projections (level 3) The future cash flow projections are specific to the entity based on its business plan and may not be the same as those of market participants The future cash flows consider key assumptions such as occupancy, average room revenue, exit multiple etc with due consideration for the potential risks given the current economic environment in which the entity operates The discount rates used are based on weighted average cost of capital and reflects market''s assessment of the risks specific to the asset as well as time value of money

Based on the impairment testing performed, the management believes that any reasonably possible change in the key assumptions would not cause the recoverable amount to be lower than carrying amount of the CGU.

56 Events occurring after the Balance sheet date:

Subsequent to the year-end, the following events have occurred:

(i) SAMHI Hotels Limited (“the Holding Company”) has acquired 100% of the securities held by ACIC Mauritius 1 and ACIC Mauritius 2 (''Sellers’) in Duet India Hotels (Jaipur) Private Limited, Duet India Hotels (Pune) Private Limited, Duet India Hotels (Ahmedabad) Private Limited, Duet India Hotels (Hyderabad) Private Limited, Duet India Hotels (Chennai) Private Limited, Duet India Hotels (Bangalore) Private Limited, Duet India Hotels (Chennai OMR) Private Limited, ACIC Advisory Private Limited and Duet India Hotels (Navi Mumbai) Private Limited (herein collectively referred as the ‘ACIC Portfolio’) as part of a swap transaction, wherein as consideration the Holding Company has issued and allotted 37,462,680 equity shares to the Sellers

(ii) The Company has issued notice for redemption / conversion ofIFC Fully compulsory convertible debentures (FCCDs) and IFC has opted to receive the outstanding interest liability at a later date i.e on consummation of IPO by the Company. Further, as agreed between the Company and IFC, the interest liability outstanding in books will be paid out of the IPO proceeds. The company expects to settle this by 30 September 2023.

The notes from Note I to Note 36 form an integral part of these financial statements.