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28th August 2024

SAMHI Hotels Ltd.


CIN:
L55101DL2010PLC211816 BSE Limited National Stock Exchange of India
Regd. Office: Caspia Hotels Corporate Relationship Department Limited
Delhi, District Centre Crossing,
Opp. Galaxy Toyota Outer Ring Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G,
Road, Outer Ring Rd., Haider Dalal Street, Mumbai - 400 001, Bandra Kurla Complex,
Pur, Shalimar Bagh, Delhi- Maharashtra, India Bandra (East),
110088.
Mumbai - 400 051, India
Scrip Code: 543984 Scrip Code: SAMHI

Sub: Notice of 14th Annual General Meeting of the Members of SAMHI Hotels
Limited (‘the Company’) along with 14th Annual Report for the Financial Year 2023-
24

Dear Sir / Madam,

Pursuant to the provisions of Regulation 30 and 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations’), please find
enclosed the Notice (including e-Voting instructions) convening the 14th Annual General
Meeting (‘AGM’) of the Members of the Company scheduled to be held on Thursday,
19th day of September 2024 at 12:00 noon (IST) through Video Conferencing (‘VC’)/
Other Audio Visual Means (‘OAVM’) in line with the relevant Circulars issued by the
Ministry of Corporate Affairs (‘MCA’) and Securities & Exchange Board of India
(‘SEBI’) along with the 14th Annual Report of the Company for the financial year ended
31st March 2024.

In compliance with the relevant circulars issued by the SEBI, the said Notice of AGM and
the Annual Report for the financial year 2023-24 is being sent to all the shareholders
through electronic mode at their registered e-mail addresses and are also made available
on the Company’s website at www.samhi.co.in.

This is for your kind information on record.

Thanking You.

Yours faithfully,

For SAMHI Hotels Limited

SANJAY Digitally signed by


SANJAY JAIN

JAIN Date: 2024.08.28


17:54:22 +05'30'
Sanjay Jain
Senior Director- Corporate Affairs,
Company Secretary and Compliance Officer

Encl.: As above

Correspondence:
SAMHI Hotels Ltd.
14th Floor, Building 10C,
Cyber City, Phase II,
Gurgaon 122002, Haryana,
INDIA
Tel: +91 124 4910100
Fax: +91 124 4910199
www.samhi.co.in
ACROSS THE PAGES
Company Overview Statutory Reports

Samhi Hotels Limited 01 Notice 37


A Year of Transformation 04 Board's Report 47
From the MD & CEO’s Desk 06 Report on Corporate Governance 59
Forging Ahead: A Decade of Strategic Milestones 08 Management Discussion and Analysis 118
Strategically Positioned across India's Prime 10 Business Responsibility & Sustainability Reporting 125
Locations
Our Business Model Delivers Sustainable Growth 12
Enhancing the Reach of Our Hotel Portfolio 18
Operating Landscape 26
Leveraging Technology for Operational Excellence 28
Unveiling Growth Drivers at Samhi Hotels 32 Financial Statements
Governance 34
Corporate Information 36 Standalone 162
Consolidated 254

For more investor-related information, please visit

https://samhi.co.in/?page_id=13635

Scan this QR code to navigate investor-related


information

INVESTOR INFORMATION
Market Capitalization (March 31, 2024) ` 46,092.67 million

CIN L55101DL2010PLC211816

BSE Code 543984

NSE Symbol SAMHI

Dividend Declared Nil

AGM Date September 19, 2024

AGM Mode Virtual

Disclaimer

This document contains statements about expected future events and financials of SAMHI Hotels Limited (‘the
Company’), which are forward-looking. By their nature, forward-looking statements require the Company to make
assumptions and are subject to inherent risks and uncertainties. There is a significant risk that the assumptions,
predictions, and other forward-looking statements may not prove to be accurate. Readers are cautioned not to place
undue reliance on forward-looking statements as several factors could cause assumptions, actual future results and
events to differ materially from those expressed in the forward-looking statements. Accordingly, this document is
subject to the disclaimer and qualified in its entirety by the assumptions, qualifications and risk factors referred to in the
Management Discussion and Analysis section of this Annual Report.
SAMHI HOTELS
LIMITED
SAMHI Hotels is a leading branded hotel ownership and asset management platform in India.
Established in 2011, we have rapidly grown to be a formidable part of India’s hospitality industry.
We broke away from the traditional growth model of development, replacing it with an acquisition
and turn-around led strategy. This allowed us to scale while maintaining both capital and operating
efficiencies. As of date, our portfolio includes 31 operating hotels with 4,801 rooms, located across
13 major cities in India and we have an active and actionable growth pipeline. We have strong
brand partnerships and have leading India share of some of the well-known global brands. A
strong analytics-based asset management platform allows us to improve our performance and
provide us valuable insights for growth.
Our core strategy is to own hotel capacity in key markets We have built an advanced asset management tools that
across India and across different price points. We do this by uses high frequency operating data and allows us to enhance
acquiring hotel assets that have significant repositioning the financial and operational performance of our properties.
opportunity. Our portfolio features properties operating We remain excited about a very robust pipeline of growth
under globally recognized brands within the Upper Upscale opportunities. These will help us maintain an industry leading
& Upscale, Upper Mid-scale and Mid-scale segments. These growth for long term.
valuable brand partnerships enable us to leverage loyalty
programs, management expertise, and advanced marketing
strategies, thereby delivering exceptional guest experiences
and maintaining strong market share. We have partnered with some of
the world’s leading luxury hotel
operating brands.
Our Values
At the heart of everything we do reflect our Company values. We always stand by them, and they succinctly define the
core principles that distinguish the SAMHI culture, which is consistent all across.

Integrity
We believe integrity is the core of our business processes that makes an organization
we are proud of. We are honest, trustworthy, respectful, and ethical in our actions.

People
Our people are our strength as they make us different. We value diversity and make
sure that everyone at SAMHI is treated with respect and dignity.

Passion
We are always committed to what we do and put our heart and mind into it to get
the very best. Our passion drives our commitment and devotion to our work.

Excellence
Excellence is what we strive for. We always endeavor to deliver high returns for our
stakeholders and funding partners by putting our best in what we do.

Distinction
We effectively anticipate, respond to, and deliver the best possible solutions to our
clients and leave no stone unturned to achieve unmatched results on every front.

2 ANNUAL REPORT 2023-24


CORPORATE OVERVIEW

2011
Incorporated
31
Operating Hotels
4,801
Operating Rooms

13
Cities
8
Global Hotel Brands
3,238
Total Employees

SAMHI HOTELS LIMITED 3


Key Performance Indicators

A YEAR OF
TRANSFORMATION
Reflecting on a year of transformation, SAMHI has embraced change
with resilience and innovation. Our journey has been defined by
strong operational performance, including a material reduction in
debt and finance costs. The successful capital raise through our IPO
has established a clear path to achieving investable surplus and PAT
growth. Amid dynamic market conditions, our commitment to robust
financial management remains unflinching, fostering sustainable
growth and operational excellence.

4 ANNUAL REPORT 2023-24


CORPORATE OVERVIEW

Portfolio RevPar* (`) Total Income (` in million)

FY 2024 4,123 FY 2024 9,787

FY 2023 3,632 FY 2023 7,614

FY 2022 1,445 FY 2022 3,331

FY 2021 733 FY 2021 1,793

FY 2020 2,772 FY 2020 6,276

Asset EBITDA (` in million) Asset EBITDA Margins (%)

FY 2024 3,777 FY 2024 39.2

FY 2023 2,805 FY 2023 37.4

FY 2022 443 FY 2022 13.5

FY 2021 (354) FY 2021 (20.3)

FY 2020 1,973 FY 2020 31.9

EBITDA Pre-ESOP and One-Time Expenses (` in million) EBITDA Pre-ESOP and One-Time Expenses Margins (%)

FY 2024 3,484 FY 2024 35.6

FY 2023 2,632 FY 2023 34.6

FY 2022 218 FY 2022 6.5

FY 2021 (597) FY 2021 (33.3)

FY 2020 1,720 FY 2020 27.4

PAT (` in million) QoQ PAT for FY 2024 (` in million)

FY 2024 (2,346) Q4 113

FY 2023 (3,386)
Q3 (744)
FY 2022 (4,433)
Q2 (880)
FY 2021 (4,777)

FY 2020 (2,999) Q1 (835)

*Portfolio RevPAR calculation is done after excluding ACIC Portfolio acquired in August 2024. Also, one of our operators changed the basis of revenue allocation
between room and F&B, w.e.f. October 1st, 2024, the impact of which has been taken in FY 2024.
Note: On Pro-forma basis (i.e. including full year of ACIC Portfolio) the EBITA Pre-ESOP and One Time Expenses for FY 2023 and FY 2024 are ₹ 3,273 million
and ₹ 3,681 million respectively

SAMHI HOTELS LIMITED 5


Management Message

FROM
THE MD & CEO’S DESK

India is no longer
a promise. It is an
undeniable fact.

Dear Esteemed Shareholders, In 2011, we embarked on a journey to minimal friction & cost. As of date, we
build capacity to cater to the growing work with 8 global brands and have a
It is with immense pride and excitement
demand for hotel accommodation leading “India share” of two established
that I present to you SAMHI Hotels
and especially in key office markets global brands in the mid-market space.
Limited’s inaugural Annual Report as a
across India. And in a decade, using a As we grow our business, we will
publicly listed Company. This milestone
differentiated model of acquisition-led continue to leverage the power of these
marks a transformative moment in our
growth, we created one of India’s largest brands to help us position our assets
journey, and I am deeply grateful for
hotel companies. But like the India story, well and allow us to capture a superior
your trust and confidence as we embark
while we have grown fast, it is yet just a market share.
on this exciting new chapter together.
great start and leaves a long way for us
Over the past decade, we have also
We have one of the largest and fastest- to grow.
built an industry-leading data platform
growing office and aviation markets
We have grown acquiring hotel assets - SAMHIintel. This has allowed us to
in the world. As India grows, so will its
that underperform to their latent rapidly expand our business without
‘experiential economy,’ and this will
potential and have demonstrated the diluting performance. We continue to
unleash the true potential for domestic
experience and skillsets needed to reinvent how we use data to improve
tourism.
create a turnaround. This provides us performance, reduce surprises and
The hotel sector, therefore, has strong with a large pool of opportunities to above all, beat averages.
foundations and years of growth ahead, expand our business through various
At SAMHI, we invest in people ahead
with the only challenge being the need cycles, execute it expeditiously, and at a
of investing in products. SAMHI’s spirit
to provide adequate capacity to meet significant discount to replacement cost.
comes from its unique set of people,
the ever-growing demand.
Our partnership with established brands who have built it through the good
allows us to access customers with and the tough times. Our management

6 ANNUAL REPORT 2023-24


CORPORATE OVERVIEW

team is completely aligned with 43 million square feet of office space and Inorganic growth through
our stakeholders and shares their airline passenger movement crossed acquisition-turnarounds and
excitement and concerns. Having 270 million. We have a strong presence longterm variable leases. We have
worked with the best institutional across different price points in these a strong and actionable pipeline of
investors over the years has prepared us markets and continue to receive strong opportunities, which we believe will
to respect capital intuitively and uphold demand for our hotels. help us transform scale in near future.
the highest global standards.
Having reduced our debt through IPO Our future endeavors will depend
As we present to you our first Annual proceeds and with our confidence in on definitive & convincing trends we
Report as a public company, we cannot operating profits in the near term, we monitor. Investing in office spaces &
be more excited about our future. have high visibility of free cash from the aviation markets provide us the best risk
We are at the intersection of the right business to fund our growth. adjusted returns for our shareholders
moment for India and have created the and most of our pipeline remains to
Growth
ideal position for ourselves. be in these markets. However, we are
We are working on fronts to sustain closely watching the rapid growth of
FY 2024
strong growth in the future. This the ‘experiential economy’ in India and
FY 2024 was a transformative year. We includes: trends that emerge from that for our
demonstrated our ability to grow by business and growth.
Full integration of the ACIC
identifying and executing on highly
portfolio will lead to total revenue Impact
accretive growth opportunities with
growth and margin improvement.
the acquisition of the ACIC portfolio, As we grow, we have ensured we leave
With a 20% contribution to our
which added 25% to our inventory. We minimal impact on environment and the
revenues on an FY 2024 pro-forma
recapitalized our company through a maximum on the society around us.
basis, further improvement in this
successful public offering and have since
portfolio will benefit us immensely. SAMHI has built one of the smallest
then crossed ₹ 10 billion of portfolio
building footprints relative to the size
revenues on a pro-forma basis in the Renovation and rebranding of
of our business, with an average Gross
financial year. 1,266 rooms, representing 26%
Floor Area per key of approximately 54
of our total portfolio, will drive
Our performance is supported by strong sq. meters. This ensures that even with
significant change. In the past,
global brands we partner with and our minimal interventions, we leave the
we have observed a material
obsession with locations that have high least impact on the environment around
increase in RevPAR for our hotels
concentration of demand. us. We have also invested in processes
following rebranding, with strong
and technologies that further minimize
RevPAR for ‘same store’ hotels during FY flow-throughs to EBITDA. These
any adverse impact of our business
2024 grew by 17% for the full year. Total improvements will enable our hotels
on the environment and will continue
income grew by 28.5% to ₹ 9,787 million to continue growing their market
to improve our business operations
and consolidated EBITDA pre-ESOP and share and reduce reliance on market
to mitigate any adverse effect on the
one-time expenses was ₹ 3,484 million, growth in the short term.
environment.

Being fair and progressive with people


we work with has been our motto. As
India’s growth is undeniable, and SAMHI has capitalized an entrepreneurial organization, we are
on it by building one of the largest hotel companies committed to support small and mid-
through strategic acquisitions. We remain focused on scale businesses that we partner with. We
strongly believe that Indian businesses
expanding capacity, leveraging strong partnerships, and & entrepreneurs have the talent and
driving sustainable growth. drive to deliver world-class products and
services.
which was up by 32.4% as compared Add new inventory that is under As we embark on an exciting FY 2025
to FY 2023. This included ACIC from development or in planning and and the times ahead, I would like to
August onwards. Including the requires minimal incremental capital thank the incredible team at SAMHI
unconsolidated period, total income investment for their steadfast commitment and
was ₹ 10,527 million while consolidated contributions.
Improve market share of our hotels
EBITDA (pre-ESOP and one-time
through product improvement and Warm regards,
expenses) stood at ₹ 3,681 million.
especially in the F&B space as we
Our bets on core commercial markets believe there is material upside to
Ashish Jakhanwala
Managing Director
delivered outstanding results. The top our F&B business.
& Chief Executive Officer
7 cities in India had a net absorption of

SAMHI HOTELS LIMITED 7


Journey

FORGING AHEAD:
A DECADE OF STRATEGIC
MILESTONES
Since our inception in 2011, SAMHI has been a dynamic player in
India’s hospitality sector. Our journey over the last decade, from FY
2014 to FY 2024 exemplifies a marathon run at the pace of a sprint—
showcasing long-term endurance combined with rapid, consistent
growth. This metaphor captures our ability to sustain prolonged
performance while achieving swift year-over-year expansion,
much like a long-distance runner maintaining an accelerated pace
throughout a race. This unique approach is reflected in our steady
inventory expansion, impressive revenue growth, and strong EBITDA
performance over the years.

2016
2015 Acquisition of
2014 Hyatt Regency,
Equity
Pune
2013 Investment investment
by Goldman Opening of
2012 Opening
by IFC
Four Points
through Sachs
2011 Opening
of Fairfield
FCCDs
by Sheraton,
Opening of
by Marriott, Visakhapatnam
of the Sheraton
Incorporation Rajajinagar, Opening of
corporate Hyderabad,
of the Bengaluru Hyatt Place,
office in Courtyard
Company Gurugram
Gurugram by Marriott
Equity Bengaluru
investment (ORR) and
by GTI Capital Fairfield by
and Equity Marriott
International Bengaluru
(ORR)

8 ANNUAL REPORT 2023-24


CORPORATE OVERVIEW

FY 2014-FY 2024: : Marathon Run at the Pace of a Sprint


` 10,527 million
ACIC full year
Inventory growth of ~450 rooms per year

Revenue CAGR of 37% ` 9,787 million

EBITDA CAGR of 45%

Year of
inception ` 434 million

FY -2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

2024
2023 Signed management
2018 Acquisition of ACIC
agreement with
Marriott for conversion
2017 Opening of Holiday
Portfolio with 962 of ACIC portfolio from
rooms across 6 franchise to managed
Acquisition of the Inn Express portfolio
operating hotels (and
remaining 40% post-renovation and Signed agreement
a land bank in Navi
in Barque Hotels, rebranding with Marriott for
Mumbai)
achieving 100% Opening of 3 Fairfield rebranding of Four
Successful listing of Points by Sheraton
ownership by Marriott hotels
SAMHI Hotels Limited (Pune) to Courtyard
Signed HMA with (Premier Inn Portfolio)
with a `12,000 million by Marriott and Four
IHG for rebranding following renovation
primary capital raise Points by Sheraton
the Barque Hotels and rebranding and
Fairfield by Marriott, (Jaipur) to Tribute
portfolio to Holiday
Sriperumbudur, Portfolio by Marriott
Inn Express
Chennai
Opening of
Renaissance Hotel,
Ahmedabad and
Fairfield by Marriott,
Coimbatore

Acquisition of Premier
Inn Portfolio from
Whitbread, UK

*Company was incorporated on December 28, 2010.

SAMHI HOTELS LIMITED 9


Presence

STRATEGICALLY
POSITIONED ACROSS
INDIA’S PRIME LOCATIONS
Our portfolio at SAMHI Hotels showcases strong presence across India’s
vibrant landscape. We have carefully chosen locations in key metropolitan
hubs, thriving commercial centers, and emerging industrial zones. Our
properties cater to diverse needs - from bustling city centers and dynamic
business districts to strategic locations near major transportation hubs. This
comprehensive spread allows us to offer tailored experiences to our valued
guests, whether they’re business travelers or conference attendees. By
covering all these segments, we ensure SAMHI Hotels is positioned to meet
the varied demands of India’s evolving hospitality market.

New Hotels Acquired/Opened in FY 2024


Revenue Contribution (%)
Number of
Hotel Name Location
Rooms
17
Fairfield by Marriott,
Gachibowli 232
Hyderabad 45
Four Points by Sheraton,
Viman Nagar 217
Pune
38
Fairfield by Marriott,
Ashram Road 147
Ahmedabad

Four Points by Sheraton, Upper Upscale Upper Mid-scale


City Square 114
Jaipur Mid-scale

Four Points by Sheraton,


OMR 116
Chennai

Fairfield by Marriott,
Chennai
Mahindra World
Centre (MWC)
136 13
Cities
4,801
Operating Rooms

Navi Mumbai Land* Navi Mumbai -

Total for the ACIC Portfolio 962


1 670
Hotel in the Rooms in the
Pipeline Pipeline
Note: *This parcel of land will be developed to create a 350 rooms hotel in the
Upper Mid-scale segment, the project is currently under hold on account of on-
going dispute with local authorities.

10 ANNUAL REPORT 2023-24


CORPORATE OVERVIEW

Gurugram (Haryana) Delhi-NCR

Greater Noida (Uttar Pradesh)


Jaipur (Rajasthan)

Ahmedabad
(Gujarat)

Nashik
(Maharashtra)

Kolkata (West Bengal)


Mumbai (Maharashtra)

Pune (Maharashtra) Visakhapatnam (Andhra Pradesh)

Hyderabad (Telangana)

Goa
Chennai (Tamil Nadu)

Bengaluru (Karnataka)

Coimbatore (Tamil Nadu)

Upper Upscale & Upscale Upper Mid-scale Mid-scale Under Mid-scale Development

Disclaimer: This map is a generalised illustration only for the ease of the reader to understand the locations, and is not intended to be used for
reference purposes. The representation of political boundaries and the names of geographical features/states do not necessarily reflect the
actual position. The Company or any of its Directors, officers or employees cannot be held responsible for any misuse or misinterpretation of any
information or design thereof.

SAMHI HOTELS LIMITED 11


Business Model

OUR BUSINESS MODEL DELIVERS


SUSTAINABLE GROWTH
Our business model is defined by strategic acquisitions, leveraging powerful hotel brands,
maintaining a strong presence in high-density business locations, and utilizing proprietary tools
drive performance. Within 13 years of starting our operations, we have grown to be one of the
largest hotel owners in India.
We focus on the ownership of hotels, akin to most listed Indian hotel companies that derive their revenue predominantly from
leased and owned properties rather than management contracts and franchises. Through an acquisition and turnaround-led
strategy, we have instituted an asset ownership business model that enables us to achieve scale and earnings growth with reduced
capital outlays. Our model emphasizes acquiring high-potential properties, executing efficient turnarounds, and leveraging robust
brand partnerships. By targeting assets in high-demand urban locales and implementing strategic enhancements, we amplify the
value of our acquisitions and ensure sustainable revenue growth.

Acquisition & Turnaround


We identify and acquire hotels in high-demand urban Key Metrics
areas, concentrating on properties with a minimum of
Properties acquired in high-demand urban areas.
100 rooms to ensure substantial scale and impact. Our
strategy primarily targets brownfield or operational Brownfield or operating hotels to reduce development
hotels to mitigate development risks and accelerate risks.
the turnaround process. Comprehensive evaluation and improvement plans.

Our confidence in revitalizing acquired properties Average Cost per Key lower than the industry average
is bolstered by our rigorous evaluation process and replacement cost.
and data-driven decision-making. We meticulously
appraise each property’s location, enhancement Our Inventory Growth
(# Operating Rooms)
potential, and financial viability. Upon acquisition, 1.2x
we execute bespoke improvement plans that 4,801

encompass renovation and rebranding, culminating in 2.8x 4,050


increased average room rates and enhanced financial
performance. This strategy has consistently yielded
significant value accretion and portfolio expansion.
1,460

5.8x
Replacement cost matter’s most. Because replacement 252 948 3,385 4,136
0
cost determined the price of future competition” 252 512 665 665

….Sam Zell FY - 2011 2014 2017 2020 2024

Organic Inorganic Total

12 ANNUAL REPORT 2023-24


CORPORATE OVERVIEW

Leverage Power of Strong Hotel Brands


A crucial aspect of our business model is our partnership Key Metrics
with leading hotel brands. These alliances enable us to
Partnerships with strong global hotel companies.
diversify our offerings across various segments, catering
to a broad spectrum of guests. Diversification across multiple hotel segments.
Access to strong distribution and loyalty programs.
Our association with renowned brands not only
enhances our market presence but also provides us Best in class operating practices & governance.
with access to global best practices and extensive
loyalty programs. This synergy helps us attract a diverse
customer base, boosting occupancy rates and revenue.
Our partnerships with leading hotel brands are central to
our strategy, providing us with a competitive edge in the
hospitality market.

Presence in High-Density Business Locations


Our hotels are located in key urban consumption centers, Key Metrics
characterized by high barriers to entry and significant
Hotels in key urban consumption centers.
business activity. We focus on areas near major transport
infrastructure and corporate hubs. Proximity to major transport infrastructure and
corporate hubs.
By targeting cities with robust growth in premium
Geographic diversification across major Indian cities.
office spaces and proximity to airports, we ensure
our properties are ideally situated to attract
business travelers and tourists alike. This geographic
diversification across major Indian cities helps us mitigate
market volatility and tap into diverse demand drivers.

Proprietary Tools to Drive Performance


Innovation is at the core of our business model. We have Key Metrics
developed proprietary asset management tools that
Source high quality, consistent and reliable data.
enhance hotel performance and seamlessly integrate
standalone and portfolio hotels. Tools and platform to process it for real-time insights.

Through advanced data analytics and benchmarking, we


identify opportunities for operational improvements and
drive efficiencies. “It is a capital mistake to theorize before one
By leveraging technology and data- driven insights, we has data”
can also make informed decisions on new investments. ….Sherlock Holmes

SAMHI HOTELS LIMITED 13


Case Study 1

Sheraton Hyderabad
We acquired Sheraton Hyderabad
in November 2014 when it was
operating under another brand,
with 158 operating rooms and an
average room rate profile of
` 3,349 during the quarter ended
March 31, 2014. Following the
acquisition, we implemented
several strategic interventions
to enhance the property’s
performance and market
positioning:

These interventions significantly improved the hotel’s performance, enhancing its market position and guest satisfaction.

QUARTER ENDED

March 31, June 30, June 30, June 30, December March 31,
2014 2016 2019 2022 31, 2022 2024

Pre-
Renovation After Renovation and Rebranding

Number of Rooms (Number) 158 216 272 272 272 272


Average Occupancy (%) 41 28 74 75 74 77
Average Room Rate (`) 3,349 5,888 6,434 6,811 8,370 12,605
RevPAR (`) 1,377 1,668 4,786 5,124 6,210 9,766

14 ANNUAL REPORT 2023-24


CORPORATE OVERVIEW

Refurbishment of Existing Rooms

1 We upgraded the existing rooms to


improve guest experience and align with
Sheraton’s brand standards.

Development of Additional Rooms

2 We added 114 new rooms, including


suites and executive category rooms,
increasing the hotel’s capacity and appeal.

Renovation of Public Areas Reception Lobby after Renovation

3 The main lobby, reception, and F&B


outlets were renovated to create a
welcoming and modern ambiance.

Enhancement of Banqueting and

4
Pre-Function Areas
We refurbished these areas to
accommodate larger events and provide
a superior guest experience.

Addition of Ancillary Facilities

5 New facilities such as meeting rooms, a


spa, a swimming pool, and a specialty
restaurant were introduced to offer
comprehensive services to guests.
Added New Guest Room

Rebranding to Sheraton Hyderabad

6 The rebranding effort helped reposition


the hotel in the market, leveraging
Sheraton’s strong brand recognition and
loyalty programs.

SAMHI HOTELS LIMITED 15


Case Study 2

Holiday Inn Express


Portfolio
In August 2017, we acquired a
portfolio of about 1,300 operating
room across nine cities, which
were operating under a different
brand with below par operating
performance. Post acquisition we
undertook various interventions
to enhance guest experience and
operating performance:

These interventions resulted in a significant uplift in the portfolio’s performance, aligning with Holiday Inn Express’s brand promise
and improving guest experiences across all properties.

QUARTER ENDED

December December December March


31, 2017 31, 2019 31, 2022 31, 2024

Pre-
After Renovation and Rebranding
Renovation

Number of Rooms (Number) 1,319 1,427 1,427 1,427


Average Occupancy (%) 62 67 70 79
Average Room Rate (₹) 1,768 2,752 3,554 3,757
RevPAR (₹) 1,095 1,852 2,489 2,966

16 ANNUAL REPORT 2023-24


CORPORATE OVERVIEW

Complete Redesign and Upgrade

1 We revamped the rooms, public areas,


and back-of-house areas to modern
standards, ensuring a consistent and
appealing aesthetic across the portfolio.

Introduction of New Facilities

2 We added in-room safes, gyms,


Commercial Laundry Machines, and
meeting spaces to enhance guest
convenience and satisfaction.

Room Design Pre-Renovation And Rebranding

Development of New Kitchen Areas

3 By reorganizing existing spaces, we


developed new kitchen facilities to
improve F&B services.

Rebranding to Holiday Inn Express

4 Each hotel was rebranded to Holiday


Inn Express, benefiting from the brand’s
strong reputation, global standards, and
extensive loyalty programs.

Room Design After Renovation And Rebranding

SAMHI HOTELS LIMITED 17


Portfolio

ENHANCING THE REACH


OF OUR HOTEL PORTFOLIO
Our hotel portfolio is strategically located in key commercial centers in key cities. The portfolio is well
diversified across different prices points, strong brands and segments within the hospitality industry, each
tailored to meet specific traveler needs and market demands.

Our Segmentation Strategy


We segment our offerings in three key ways to maximize market reach and operational efficiency:

By Operator By City By Market Segment


Partnering with renowned Our presence in major We cater to a wide spectrum of
international hotel chains allows metropolitan areas and emerging travelers through our range of
us to leverage their brand markets ensures we capture Upper Upscale & Upscale, Upper
recognition, loyalty programs, diverse business travel segments Mid-scale, and Mid-scale properties.
and operational expertise. across India.

18 ANNUAL REPORT 2023-24


CORPORATE OVERVIEW

By segmenting our portfolio across these three Total Income in % from Assets for FY 2024
dimensions - operator, geography, and market 100%
SAMHI, 1.67% Others,
Mid-scale
segment—we are able to create a diversified and 16.58%
10.18%
90% IHG
resilient business model. This strategy allows us to 16.25% Chennai,
8.02%
capture a wide range of market opportunities, mitigate 80% Ahmedabad,
6.87%
risks, and position ourselves for sustainable growth in Hyatt
17.30% Delhi-NCR,
70%
India’s dynamic hospitality landscape. This multi-tiered 9.17%
Upper Mid-
approach allows us to provide tailored hospitality scale
60% 38.71% Pune,
experiences across different price points and traveller 20.30%
preferences. 50%

The chart illustrates the breakdown of our Total Income 40%


Marriott
64.78%
from Assets by hotel operator, segment, and city for FY Hyderabad,
Upper Upscale 22.59%
2024. 30% & Upscale
44.71%
20%
Bengaluru,
22.87%
10%

0%

By Operator By Segment By City

Hotel Portfolio

Upper Upscale & Upscale


Our Upper Upscale & Upscale hotels offer a perfect blend of luxury and accessibility to meet the needs of today’s discerning
travelers. Positioned between luxury and Mid-scale options, these hotels provide a premium experience with multiple dining
venues, extensive recreational facilities, and spacious public areas. In India, our Upper Upscale properties are classified as five-star
hotels, reflecting our dedication to delivering exceptional service and creating memorable guest experiences.

5 Hotels, 1,074 Rooms In 5 Key Cities


FY 2024 FY 2023
Occupancy (%) 74 71
ARR (`) 8,954 7,643
22% RevPAR (`) 6,648 5,456
of Total Room Inventory

45% RevPAR Trend

of Asset Revenues for FY 2024

34%
Revenue from Food & Beverage Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24 Q4FY24

SAMHI HOTELS LIMITED 19


HYATT REGENCY, PUNE SHERATON, HYDERABAD
Segment: Upper Upscale Segment: Upscale
Operator: HYATT Rooms: 301 Operator: MARRIOTT Rooms: 272

COURTYARD BY MARRIOTT, BENGALURU HYATT PLACE, GURUGRAM


Segment: Upscale Segment: Upscale
Operator: MARRIOTT Rooms: 170 Operator: HYATT Rooms: 176

RENAISSANCE HOTEL, AHMEDABAD


Segment: Upper Upscale
Operator: MARRIOTT Rooms: 155

20 ANNUAL REPORT 2023-24


CORPORATE OVERVIEW

Upper Mid-scale Assets


At our Upper Mid-scale hotels, we prioritize experience tailored to the needs of modern travelers. These establishments efficiently
use space, providing comfortable accommodations and essential amenities without the extravagance of higher-tier hotels. In India,
our Upper Mid-scale properties are recognized for their commitment to quality and service.

15 Hotels, 2,163 Rooms in 10 Cities


FY 2024 FY 2023
Occupancy (%) 72 75
ARR (`) 5,580 4,498
45% RevPAR (`) 4,026 3,351
of Total Room Inventory

39% RevPAR Trend

of Asset Revenues for FY 2024

24%
Revenue from Food & Beverage Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24 Q4FY24

FOUR POINTS BY SHERATON, VISAKHAPATNAM FAIRFIELD BY MARRIOTT, RAJAJINAGAR, BENGALURU


Segment: Upper Mid-scale Segment: Upper Mid-scale
Operator: MARRIOTT Rooms: 123 Operator: MARRIOTT Rooms: 148

FAIRFIELD BY MARRIOTT, OUTER RING ROAD, BENGALURU FAIRFIELD BY MARRIOTT, COIMBATORE


Segment: Upper Mid-scale Segment: Upper Mid-scale
Operator: MARRIOTT Rooms: 166 Operator: MARRIOTT Rooms: 126

SAMHI HOTELS LIMITED 21


FAIRFIELD BY MARRIOTT, SRIPERUMBUDUR, CHENNAI FAIRFIELD BY MARRIOTT, KHARADI, PUNE
Segment: Upper Mid-scale Segment: Upper Mid-scale
Operator: MARRIOTT Rooms: 153 Operator: MARRIOTT Rooms: 109

FAIRFIELD BY MARRIOTT, WHITEFIELD, BENGALURU FAIRFIELD BY MARRIOTT, GOA


Segment: Upper Mid-scale Segment: Upper Mid-scale
Operator: MARRIOTT Rooms: 104 Operator: MARRIOTT Rooms: 130

FAIRFIELD BY MARRIOTT, ASHRAM ROAD, AHMEDABAD FAIRFIELD BY MARRIOTT, MWC, CHENNAI


Segment: Upper Mid-scale Segment: Upper Mid-scale
Operator: MARRIOTT Rooms: 147 Operator: MARRIOTT Rooms: 136

22 ANNUAL REPORT 2023-24


CORPORATE OVERVIEW

FAIRFIELD BY MARRIOTT, GACHIBOWLI, HYDERABAD FOUR POINTS BY SHERATON, OMR, CHENNAI


Segment: Upper Mid-scale Segment: Upper Mid-scale
Operator: MARRIOTT Rooms: 232 Operator: MARRIOTT Rooms: 116

FOUR POINTS BY SHERATON, JAIPUR FOUR POINTS BY SHERATON, NAGAR ROAD, PUNE
Segment: Upper Mid-scale Segment: Upper Mid-scale
Operator: MARRIOTT Rooms: 114 Operator: MARRIOTT Rooms: 217

CASPIA, DELHI
Segment: Upper Mid-scale
Operator: SAMHI Rooms: 142

SAMHI HOTELS LIMITED 23


Mid-scale Assets
At our Mid-scale hotels, we offer a smart and comfortable lodging experience with moderate room sizes and pricing. Our focus is on
providing essential services and facilities to ensure a comfortable stay for our guests in high street locations. Whether traveling for
business or leisure, our Mid-scale hotels deliver essential amenities in a practical and welcoming environment.

11 Hotels, 1,564 Rooms in 7 Cities


FY 2024 FY 2023
Occupancy (%) 72 69
ARR (`) 3,523 3,210
33% RevPAR (`) 2,533 2,226
of Total Room Inventory

17% RevPAR Trend

of Asset Revenues for FY 2024

10%
Revenue from Food & Beverage Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24 Q4FY24

HOLIDAY INN EXPRESS, SG ROAD, AHMEDABAD HOLIDAY INN EXPRESS, WHITEFIELD, BENGALURU
Segment: Mid-scale Segment: Mid-scale
Operator: IHG Rooms: 130 Operator: IHG Rooms: 161

HOLIDAY INN EXPRESS, HINJEWADI, PUNE HOLIDAY INN EXPRESS, GURUGRAM


Segment: Mid-scale Segment: Mid-scale
Operator: IHG Rooms: 104 Operator: IHG Rooms: 205

24 ANNUAL REPORT 2023-24


CORPORATE OVERVIEW

HOLIDAY INN EXPRESS, PIMPRI, PUNE HOLIDAY INN EXPRESS, HITEC, HYDERABAD
Segment: Mid-scale Segment: Mid-scale
Operator: IHG Rooms: 142 Operator: IHG Rooms: 150

HOLIDAY INN EXPRESS, NASHIK, MAHARASHTRA HOLIDAY INN EXPRESS, OMR, CHENNAI
Segment: Mid-scale Segment: Mid-scale
Operator: IHG Rooms: 101 Operator: IHG Rooms: 149

HOLIDAY INN EXPRESS, BANJARA HILLS, HYDERABAD HOLIDAY INN EXPRESS, TUMKUR ROAD, BENGALURU
Segment: Mid-scale Segment: Mid-scale
Operator: IHG Rooms: 170 Operator: IHG Rooms: 115
Note: Caspia Pro, Greater NOIDA is under renovation and to be re-branded under Holiday Inn Express brand

SAMHI HOTELS LIMITED 25


Operating Landscape Macroeconomic Trends
OPERATING Shift in Demographics

LANDSCAPE With Gen Z’s global spending power at US$143 billion, and
millennials and Gen Z projected to comprise 45% of luxury
sales by CY 2025, the hospitality industry is increasingly
catering to these influential groups—who now represent
The travel and tourism industry is 40% of all consumers—by prioritizing experiences,
experiencing powerful tailwinds, driven by convenience, and technology.
surging demand and evolving consumer
SAMHI’s Take
preferences. This dynamic landscape is
characterized by significant demographic Diverse Offerings - We attract millennials and Gen Z with
advanced amenities, modern room designs, and flexible
shifts, increasing travel demand and rapid booking options. We also enhance our appeal through a
technology integration. SAMHI Hotels strong presence on various platforms, personalized guest
is well-positioned to capitalize on these experiences, and smart room technologies, ensuring comfort
and convenience for today’s tech-savvy travelers.
opportunities, leveraging our strategically
curated portfolio in high-potential urban
centers. Our partnerships with globally
renowned brands and agile adoption of
cutting-edge technology set us apart in
this evolving market.

A Reflection of India’s Dynamic


Hospitality Landscape
Buoyed by rapid economic growth, rising disposable
incomes, and improving infrastructure, India’s travel and
tourism sector offers an unmatched value proposition.
The industry thrives on diverse experiences that cater to
the varied preferences of both domestic and international
travelers. From adrenaline-filled adventures to serene
spiritual retreats, the Indian hospitality sector is well-
equipped to meet evolving aspirations, setting the stage
for sustainable growth and success.

26 ANNUAL REPORT 2023-24


CORPORATE OVERVIEW

Recovery in Foreign Tourist Arrivals (FTAs) Growing Middle-Class


Recent tourism data reveals a remarkable annual growth of India’s middle-class grew at an annual rate of 6.3% from 1995 to
305.4% in foreign tourist arrivals (FTAs) in FY 2023, with 9.23 2021, according to a report by PRICE. Currently representing 31%
million foreign tourists visiting India. of the population, this group is projected to reach 38% by FY
2031 and 60% by FY 2047. Notably, India’s middle-class is young,
with 65%being under 35 years old. This burgeoning middle-class
significantly boosts demand for travel and hospitality services.

SAMHI’s Take SAMHI’s Take


Our hotels are located in key Indian gateway cities. We Capitalizing on this demographic, we offer tailored options
have strong products, service and brands that are well across segments: Upper Upscale for refined luxury, Upscale
recognized globally by travelers. for stylish yet accessible stays, and Mid-scale for comfort
and value. This diverse range helps us meet the evolving
needs of India’s growing middle-class.

Increasing Disposable Income Expansion of Commercial Office Space


BMI estimates that India’s household spending will surpass The demand for hotel accommodations near office hubs is
US$ 3 trillion as disposable income rises by a compounded set to rise, with India’s office leasing projected to surpass
14.6% annually until FY 2027. By then, approximately 25.8% 70 million square feet in FY 2024. This expansion reflects
of Indian households are expected to achieve an annual increased business travel and a growing need for proximity
disposable income of US$ 10,000. to commercial spaces.

SAMHI’s Take SAMHI’s Take


Increase in disposable income will improve discretionary We have strong presence in India’s key office markets that
spending. This will help us by increasing utilization of our F&B allow us to take advantage of the growth of commercial
offerings and occupancy on weekends/ holidays. We believe office market. In addition, we have an active pipeline of
there is significant upside waiting to be unlocked as urban growth in these markets that will improve our market share
leisure kicks off with increase in income.
in future.

SAMHI HOTELS LIMITED 27


Technology

LEVERAGING TECHNOLOGY FOR


OPERATIONAL EXCELLENCE
As an owner and asset manager of a diverse portfolio of hotels, we pride ourselves on
leveraging advanced analytical tools to create operational arbitrage. Our commitment
to technological innovation is embodied in two proprietary systems: SAMHIIntel,
our business intelligence platform, and SAMConnect, our IoT-based building
management tool. These systems enable us to harness real-time data to enhance
performance, identify growth opportunities, mitigate risks, and ensure
our hotels operate at peak efficiency.

28 ANNUAL REPORT 2023-24


CORPORATE OVERVIEW

SAMHIIntel: Our Business Intelligence System


SAMHIIntel centralizes data from our hotels, allowing us to manage, analyze, and utilize financial and non-financial parameters
effectively.
Here’s how SAMHIIntel empowers us:

Centralized Data Management Strategic Insights Benchmarking and Economies of


SAMHIIntel filters information on
Scale
We consolidate data from trial
balances and MIS into a cloud-based hotel operations, enabling our Our platform benchmarks various
business intelligence platform. This management to detect early trends, operating parameters using
centralization allows our management analyze variations, and conduct dashboards and matrices across our
strategic reviews. Metrics such as
to track and filter operating hotels. This highlights variations and
daily revenue movement, weekday
parameters on a daily, weekly, and anomalies, facilitating the creation of
vs. weekend performance, and
monthly basis. economies of scale.
sales segmentation are analyzed
meticulously.

Space Utilization Analysis Performance Tracking Acquisition Analysis


By correlating space utilization with We track hotel performance against SAMHIIntel aids in analyzing potential
performance levels, we identify gaps forecasts, allowing for early variance acquisitions by benchmarking
and opportunities to optimize real detection and intervention planning against existing parameters,
estate asset yields. for underperforming assets. identifying opportunities and risks,
and developing post-acquisition
management plans.

SAMHI HOTELS LIMITED 29


Analytics through SAMHIIntel
With SAMHIIntel, we can analyze various performance metrics, including Weekdays and Weekends Occupancy Levels, IT/ITeS
Contribution to Room Revenue, and Days with >70% Occupancy and many other parameters, providing valuable insights into our
operational efficiency and market dynamics.

Weekdays and Weekends Occupancy Levels

Weekdays (%) Weekends (%)

FY 2024 77 FY 2024 64

FY 2023 76 FY 2023 65

FY 2022 40 FY 2022 39

FY 2021 22 FY 2021 22

FY 2020 53 FY 2020 41

IT/ITeS Contribution to Room Revenue

IT/ITeS Contribution (%)

FY 2024 10

FY 2023 11

FY 2022 5

FY 2021 4

FY 2020 15

Days with >70% Occupancy

Days with >70% Occupancy (%)

FY 2024 59

FY 2023 60

FY 2022 24

FY 2021 10

FY 2020 40

Days with <70% Occupancy (%)

FY 2024 41

FY 2023 40

FY 2022 76

FY 2021 90

FY 2020 60

30 ANNUAL REPORT 2023-24


CORPORATE OVERVIEW

SAMConnect: Our IoT Engineering Platform


Our commitment to efficiency extends to the operational aspects of our hotels through SAMConnect, an IoT-based building
management and engineering solution. This platform ensures our hotels operate with minimal downtime and maintenance issues
by monitoring various parameters in real-time.

Real-Time Monitoring Energy Performance Benchmarking Quick Troubleshooting


The platform tracks energy utilization, We analyze data to benchmark energy A dashboard approach ensures
equipment health, usage patterns, performance across hotels, segments, that significant negative events are
and temperature parameters using and geographies. This helps us optimize promptly reported to our management
smart sensors. This real-time data energy consumption and predict future command center, allowing for timely
is relayed to our central analytics usage more accurately. and efficient redressal.
platform for analysis.

Analytics through SAMConnect


The image below depicts a Central Command Center that connects to various assets such as Asset 1, Asset 2, and Asset 3, among
others. Each asset is linked to different components, including Chillers, Air Handling Units, Pumps, Lighting, Key Equipment, and
Temperature controls. This interconnected structure allows SAMHI to monitor and manage the key operational systems within their
properties, ensuring efficient energy usage, streamlined maintenance, and enhanced guest experiences.

Central
Command
Center

Asset 1 Asset 2 Asset 3 Asset //

Chiller Air Handiling Pump Lighting Key Temperature


Unit Equipment

SAMHI HOTELS LIMITED 31


Upcoming Developments

UNVEILING GROWTH DRIVERS


AT SAMHI HOTELS
At SAMHI Hotels, we’re building more than just accommodations—we are crafting experiences.
Our growth strategy revolves around key drivers that set us apart in the hospitality landscape. Over
the past year, we have strategically expanded our portfolio, elevated our properties, and fine-tuned
every aspect of the guest journey.

Strategic Portfolio Expansion - Our Growth Roadmap


Our growth isn’t happening by chance; it’s the result of a carefully orchestrated plan unfolding across India.

Opening of additional rooms at Fairfield by Marriott, Sriperumbudur,


Chennai
27

Opening of Upper Upscale and Upper Mid-scale hotel in Navi Mumbai


20
FY

Renovation & rebranding of Four Points by Sheraton, Pune


Renovation & rebranding of Four Points by Sheraton, Jaipur
26

Renovation & rebranding of Hyatt Regency, Pune


20

Opening of additional rooms at Sheraton, Hyderabad


FY

Opening of Holiday Inn Express, Kolkata


25

Addition of rooms in Holiday Inn Express, Whitefield, Bengaluru


20

Renovation & rebranding of Caspia Pro, Greater Noida, Uttar Pradesh


FY

Acquisition of ACIC Portfolio


24

Reduction in debt/finance cost


20
FY

32 ANNUAL REPORT 2023-24


CORPORATE OVERVIEW

Upcoming Developments - Expanding Our Footprint


Expanding our horizons, SAMHI Hotels continues to chart an ambitious course for growth. Our upcoming developments will
strengthen our presence in key urban markets, with each property embodying SAMHI’s commitment to delivering exceptional
experiences for business travelers.

Holiday Inn Express, Whitefield, Bengaluru Extention: 54 Rooms

Holiday Inn Express, Kolkata: 111 Rooms

Opening
Soon
302 rooms, one
new market by Q3 FY
2025, with an annual
revenue potential of
₹ 250-300 million

Holiday Inn Express, Greater Noida: 137 Rooms

SAMHI HOTELS LIMITED 33


Governance

GOVERNANCE
Our Board of Directors comprises experienced professionals with diverse backgrounds in
hospitality, finance, and corporate governance. This diversity ensures balanced decision-making
and strategic guidance.

Experienced and Professional Team

Rajat Mehra
Gyana Das
Sanjay Jain CFO
EVP & Head of
Investments Ashish Jakhanwala Senior Director,
Tanya Chakravarty Previously
Chairman, MD & CEO Corporate Affairs,
General Counsel worked with
Previously Company Secretary &
Religare
worked with Experience across Compliance Officer
Previously worked Corporate
InterGlobe Hotels hotel operations,
with Phoenix Legal Previously worked Services as an
design, consulting
Master’s and Unitech EVP - Finance
and investment with Beekman Helix
degree in city
Bachelor’s degree India and DLF CA with diploma
planning from Previously worked
in law from Army B. Com from in management
IIT, Kharagpur a at InterGlobe
Institute of Law, University of Delhi, from IGNOU
bachelor’s degree Hotels (Director,
Mohali Cost Accountant and
in Architecture Development) and 11+ years at
from NIT, Nagpur 7+ years at SAMHI Pannell Kerr Forster CS SAMHI
(Consultant) 13+ years at SAMHI
13+ years at
SAMHI Founder

34 ANNUAL REPORT 2023-24


CORPORATE OVERVIEW

Headed by a Professional Board With Strong Corporate Experience

Tourism Finance Corporation of India


Birla Cable Limited
Archana Capoor
S Chand and Company Limited
Sandhar Technologies Limited

Nexus Select Mall Management Private Limited


Embassy Office Parks Management Services Private Limited
Michael David Holland
Assetz Property Management Services Private Limited
Independent JLL
Directors

Bank of America
Krishan Dhawan
Oracle India

International Market Assessment (India) Private Limited


Aditya Jain PR Pandit Public Relations Private Limited
Chemplast Sanmar Private Limited

Asiya Capital Investments Company K.S.C.P.


Albozie & Co. (RSM)
Ajish Abraham Jacob
Ernst & Young
Non-Executive

Non-
Independent

Directors Hotelivate Private Limited


Manav Thadani HVS Licensing LLC

Accor
Chairman
Ashish Jakhanwala Interglobe Hotels Private Limited
MD & CEO
Pannel Kerr Forster Consultants Private Limited

SAMHI HOTELS LIMITED 35


CORPORATE INFORMATION
BOARD OF DIRECTORS COMMITTEES OF THE Registrar and Share Transfer Agent

BOARD AND PRESENT KFIN Technologies Limited (formerly


known as Kfin Technologies Private
Ashish Jakhanwala CONSTITUTION
Limited)
Chairman, Managing Director & Chief Audit Committee Selenium Tower B, Plot no 31-32,
Executive Officer
Aditya Jain, Chairperson Gachibowli, Financial District,
Manav Thadani Krishan Dhawan, Member Nanakramguda,
Non-Executive and Non-Independent Hyderabad – 500 032, India
Michael Peter Schulhof, Member*
Director Website: www.kfintech.com
Archana Capoor, Member#
Ajish Abraham Jacob, Member** Investor grievance id: einward.ris@
Michael Peter Schulhof*
kfitech.com
Non-Executive and Non-Independent Director

Ajish Abraham Jacob Nomination and Remuneration Contact Details


Non-Executive and Non-Independent Committee
Investor Relations Queries
Director Michael David Holland, Chairperson ami.parekh@sgapl.net
Aditya Jain Aditya Jain, Member rahul.agarwal@sgapl.net
Non-Executive and Independent Director Michael Peter Schulhof, Member*
Krishan Dhawan, Member** Business Enquiries
Archana Capoor
Women Non-Executive and Independent info@samhi.co.in
Director Corporate Social Responsibility
and Environmental, Social and Website
Michael David Holland www.samhi.co.in
Governance Committee
Non-Executive and Independent Director
Krishan Dhawan, Chairperson
Krishan Dhawan Registered Office
Archana Capoor, Member
Non-Executive and Independent Director
Michael Peter Schulhof, Member* Caspia Hotels Delhi,
Michael David Holland, Member** District Centre Crossing,
Chief Financial Officer Opp. Galaxy Toyota
Rajat Mehra Outer Ring Road, Haider Pur, Shalimar
Stakeholders Relationship
Bagh, North West, Delhi, India-110088
Committee
Company Secretary Telephone: +91 124 4910 100
Sanjay Jain Michael Peter Schulhof, Chairperson*
Michael David Holland, Chairperson** Corporate Office
Statutory Auditors
Archana Capoor, Member**
B S R & Co. LLP 14th Floor,
Aditya Jain, Member
Chartered Accountants Building 10 C Cyber City, Phase-II
Gurugram, Haryana, India-122002
Bankers and Financial Institutions Risk Management Committee Telephone: +91 124 4910 100
Indusind Bank Ltd Archana Capoor, Chairperson
CITI BANK Michael David Holland, Member
Manav Thadani, Member
Federal Bank
HDFC Bank Ltd
ICICI Bank Limited
“*Post financial year 2023-24, Michael Peter Schulhof has resigned as Non-Executive Non-
Axis Bank Ltd Independent Director from the Board of the Company, w.e.f. June 27, 2024 and consequently,
ADITYA BIRLA FINANCE LIMITED he shall also cease to be a member of the Committee(s) of the Board.”

IDFC FIRST BANK LIMITED **Further post financial year 2023-24, the Board of Directors has reconstituted the
Committee(s) in their meeting held on August 02, 2024
State Bank of India
“#The Board of Directors has reconstituted the Audit Committee of the Company with the
STCI Finance Ltd. induction of Ms. Archana Capoor in their meeting held on May 29, 2024”

36 ANNUAL REPORT 2023-24


STATUTORY REPORTS

NOTICE

Notice is hereby given that the 14th Annual General Meeting Jakhanwala, Mr. Rajat Mehra and Mr. Gyana Das are
(“AGM”) of the members of SAMHI Hotels Limited (“the set out below:
Company”) will be held on Thursday, September 19, 2024
Employees Designation Total Grants
at 12:00 noon IST through Video Conferencing (“VC”) or
Mr. Ashish Managing Director 2,302,454
Other Audio-Visual Means (“OAVM”), for which purpose Jakhanwala & CEO
the Corporate Office situated at Caspia Hotels Delhi, District
Mr. Gyana Das Executive Vice 1,080,155
Centre Crossing, Opp. Galaxy Toyota Outer Ring Road, President and Head
Outer Ring Rd., Haider Pur, Shalimar Bagh, Delhi-110088, of Investments
India, shall be deemed as the venue for the AGM and the Mr. Rajat Mehra Chief Financial 1,080,155
proceedings of the AGM shall be deemed to be made thereat, Officer
to transact the following businesses: RESOLVED FURTHER THAT a copy of this resolution

may be provided to any person (including any
ORDINARY BUSINESS:
authorized representatives, agents, consultants or
1. To receive, consider and adopt the Standalone and officers of such person) under the signatures of any
Consolidated Audited Financial Statements of the Director or Company Secretary of the Company.”
Company for the financial year ended March 31, 2024
and Reports of the Directors’ and Auditors’ thereon.
By Order of the Board,
2. To appoint a director in place of Mr. Manav Thadani
For SAMHI Hotels Limited
(DIN: 00534993), who retires by rotation and being
eligible, offers himself for re-appointment.
Sd/-
SPECIAL BUSINESS: Sanjay Jain
TO CONSIDER AND IF THOUGHT FIT, TO PASS WITH Senior Director, Corporate Affairs,
OR WITHOUT MODIFICATION(S) THE FOLLOWING Company Secretary & Compliance Officer
RESOLUTIONS AS SPECIAL RESOLUTION: Membership No.: F6137
3. To
 ratify the grant of ESOP options exceeding one Address: 263, Balco Apartments, 58,
percent of the issued capital of the Company IP Extension, Patparganj, Delhi-110092
“RESOLVED
 THAT pursuant to the provisions of Date: August 02, 2024
Section 62(1)(b), and other applicable provisions of
Place: Gurugram
the Companies Act, 2013 (“Act”) read together with
Companies (Share Capital and Debentures) Rules, 2014
(“Rules”) including any statutory modification(s) or re- NOTES:
enactment of the Act, for the time being in force and 1. Pursuant to Circular No. 14/2020 dated April 08, 2020,
the provisions of Regulation 12(1) and other applicable Circular No. 17/2020 dated April 13, 2020, Circular No.
provisions of the Securities and Exchange Board of India 20/2020 dated May 05, 2020, followed by Circular No.
(Share Based Employee Benefits and Sweat Equity) 02/ 2021 dated 13th January 2021, Circular No. 19/
Regulations, 2021, including any modifications thereof 2021 dated December 08, 2021, Circular No. 21/ 2021
or supplements thereto (“SEBI SBEB Regulations”) and dated December 14, 2021, followed by Circular No.
in accordance with the Memorandum and Articles of 02/2022 dated May 05, 2022, Circular No. 10/2022
Association of the Company, and such other approvals, dated December 28, 2022 followed by Circular No. 09/
permissions and sanctions as may be necessary, the 2023 dated September 25, 2023 (hereinafter collectively
consent of the members of the Company be and is referred to as ‘MCA Circulars’) and other applicable
hereby accorded to ratify the grant of Employee Stock circulars issued by the Securities and Exchange Board
Options (“ESOP Options”) to Mr. Ashish Jakhanwala, of India (‘SEBI’), physical attendance of the Members
Mr. Rajat Mehra and Mr. Gyana Das under the to the AGM venue is not required and AGM be held
Employees’ Stock Option Plan 2023 of the Company through VC or OAVM. Hence, Members can attend and
(“ESOP Plan”), during any 1 (one) year equal to or in participate in the AGM through VC/ OAVM.
excess of 1% (one percent) of the issued share capital 2. The Company is providing the facility to its members
of the Company, at the time of grant of ESOP Options in in respect of the business to be transacted at the AGM
accordance with the SEBI SBEB Regulations and ESOP through the National Securities Depository Limited
Plan. The details of ESOP Options granted to Mr. Ashish (‘NSDL’), of:

SAMHI HOTELS LIMITED 37


NOTICE (Contd.)

(a) voting through remote e-voting; co.in/. The Complete Annual Report of the Company
(b) participation in the AGM through VC/ OAVM is also available on the website of the Company at
facility; and http://www.samhi.co.in/. The Notice can also be
accessed from the websites of the Stock Exchanges
(c) e-voting during the AGM
i.e. BSE Limited and National Stock Exchange of India
The instructions/ procedure for participating in the Limited at www.bseindia.com and www.nseindia.com,
AGM through VC/OAVM is explained below and is also respectively and the AGM Notice is also available on
available on the website of the Company at http://www. the website of NSDL (agency for providing the Remote
samhi.co.in/ e-Voting facility) i.e. www.evoting.nsdl.com.
3. As the AGM would be conducted through VC/ OAVM, 10. The Register of Directors & Key Managerial Personnel
the facility for appointment of Proxy by the members is and their shareholding, the Register of Contracts or
not available for this AGM. Hence, the Proxy Form and Arrangements in which the directors are interested
Attendance Slip including Route Map are not annexed including the Memorandum and Articles of Association
to this Notice. of the Company and all documents referred to in the
4. Institutional/ Corporate Members intending to appoint Notice will also be available for electronic inspection
its authorized representatives to attend, participate without any fee by the members from the date of
at the AGM through VC/ OAVM and cast their votes circulation of this Notice up to the date of AGM, i.e.
through e-voting. Institutional/ Corporate Members are September 19, 2024. Members seeking to inspect
requested to send a scanned copy (PDF/ JPEG format) such documents can send an email to the Company at
of the Board Resolution authorizing its representatives compliance@samhi.co.in
to attend and vote at the AGM, pursuant to Section 113 11. The Directors’ Report, Auditors’ Report, and Audited
of the Act, to the Company at compliance@samhi.co.in Financial Statements for the financial year ended
5.  statement giving the relevant details of the director
A March 31, 2024, are annexed herewith.
seeking re-appointment under Item No. 2 of the 12. The Notice of the Annual General Meeting and E-voting
accompanying Notice, as required by Secretarial Instructions is being sent by electronic mode to all
Standards-2 and Regulation 36(3) of the SEBI the members whose email addresses are registered
(Listing Obligations and Disclosure Requirements) with the Company/ Depository Participant(s) unless a
Regulations, 2015, is annexed herewith. member has requested for a hard copy of the same. In
6. he relative explanatory statement, pursuant to
T order to receive copies of the Annual Report 2023-2024
section 102 of the Act, in respect of Item No. 3 of the in electronic mode, Members holding shares in demat
accompanying Notice, is annexed hereto. mode, who have not registered their e-mail addresses
7. The Members can join the AGM in the VC/OAVM are requested to register their email addresses with
mode 15 minutes before and after the scheduled time their respective depository participants.
of the commencement of the Meeting by following 13. The remote e-voting period commences on Sunday,
the procedure mentioned in the Notice. The facility September 15, 2024 at 10:00 a.m. IST and ends on
of participation at the AGM through VC/OAVM will be Wednesday, September 18, 2024 at 05:00 p.m. IST -
made available for 1000 members on a first come first • Members of the Company, holding shares as on
served basis. This will not include large Shareholders the cut-off date i.e., Thursday, September 12, 2024
(Shareholders holding 2% or more shareholding), may opt for remote e-voting and cast their vote
Promoters, Institutional Investors, Directors, Key electronically.
Managerial Personnel, the Chairperson(s) of the Audit
• A person whose name is recorded in the register
Committee, Nomination and Remuneration Committee
of members or in the register of beneficial owners
and Stakeholders Relationship Committee, Auditors,
maintained by the depositories as on the cut-off
etc. who are allowed to attend the AGM without
date only shall be entitled to avail the facility of
restriction on account of first come first served basis.
remote e-voting or e-voting at the AGM.
8. The attendance of the Members attending the AGM
• Any person, who acquires shares of the Company
through VC/OAVM will be counted for the purpose of
and becomes a member of the Company after
reckoning the quorum under Section 103 of the Act.
sending the Notice and holding shares as of the
9. In line with the MCA Circular No. 17/2020 dated April cut-off date i.e. September 12, 2024, may obtain
13, 2020, the Notice calling the AGM has been uploaded the login ID and password by sending an email
on the website of the Company at http://www.samhi.

38 ANNUAL REPORT 2023-24


STATUTORY REPORTS

NOTICE (Contd.)

to e-voting@nsdl.co.in or compliance@samhi. Scrutinizer’s Report of the total votes cast in favour


co.in by mentioning their Folio No./ DP ID and or against, if any, forthwith to the Chairman of the
Client ID No. However, if you are already registered Company or any person authorized by him in writing
with NSDL for e-voting, then you can use your and the Results shall be declared by the Chairman or
existing user ID and password for casting your any person authorized by him thereafter.
vote. If you forget your password, you can reset The Results declared along with the Scrutinizer’s
your password by using the “Forget User Details/ Report shall be placed on the website of the Company
Password” option available on www.evoting.nsdl. http://www.samhi.co.in/ and on the website of NSDL
com. immediately after the declaration of the Result by the
• 
Once the vote on a Resolution is cast by the Chairman or any person authorized by him in writing.
Member, the Member shall not be allowed to The results shall also be forwarded to the stock
change it subsequently or cast the vote again. exchanges where the shares of Company are listed.
• Members may participate in the AGM even after
exercising their right to vote through remote
e-voting but shall not be allowed to vote again.
By Order of the Board,
• At the end of the remote e-voting period, the
For SAMHI Hotels Limited
facility shall forthwith be blocked.
14. The Board vide its Resolution passed on August 02,
Sd/-
2024 has appointed Mr. Abhishek Bansal, Advocate, as
Sanjay Jain
the Scrutinizer for conducting the e-voting process in
Senior Director, Corporate Affairs,
accordance with the law and in a fair and transparent
Company Secretary & Compliance Officer
manner.
Membership No.: F6137
The Scrutinizer shall immediately after the conclusion
of voting at the AGM, unblock the votes cast through Address: 263, Balco Apartments, 58,
remote e-voting and e-voting on the date of the AGM, IP Extension, Patparganj, Delhi-110092
in the presence of at least two witnesses not in the
employment of the Company and make, not later than Date: August 02, 2024
48 hours of the conclusion of the AGM, a consolidated Place: Gurugram

SAMHI HOTELS LIMITED 39


NOTICE (Contd.)

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:
The remote e-voting period begins on Sunday, September 15, 2024 at 10:00 a.m. IST and ends on Wednesday, September
18, 2024 at 05:00 p.m. IST. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members,
whose names appear in the Register of Members/ Beneficial Owners as on the record date (cut-off date) i.e. Thursday,
September 12, 2024 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share
in the paid-up equity share capital of the Company as on the cut-off date, being Thursday, September 12, 2024.
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 09, 2020, on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their demat account maintained with
Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their
demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method


Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL viz. https://eservices.
holding securities in demat nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page
mode with NSDL. click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’
section, this will prompt you to enter your existing User ID and Password. After
successful authentication, you will be able to see e-Voting services under Value added
services. Click on “Access to e-Voting” under e-Voting services and you will be able
to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL
and you will be re-directed to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register is available at https://
eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://
eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section. A new screen will open. You will have to enter
your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/
OTP and a Verification Code as shown on the screen. After successful authentication,
you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click
on company name or e-Voting service provider i.e. NSDL and you will be redirected to
e-Voting website of NSDL for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility
by scanning the QR code mentioned below for seamless voting experience.

40 ANNUAL REPORT 2023-24


STATUTORY REPORTS

NOTICE (Contd.)

Type of shareholders Login Method


Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing
holding securities in demat user id and password. Option will be made available to reach e-Voting page without
mode with CDSL any further authentication. The users to login Easi /Easiest are requested to visit CDSL
website www.cdslindia.com and click on login icon & New System Myeasi Tab and then
user your existing my easi username & password.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for
eligible companies where the evoting is in progress as per the information provided by
company. On clicking the evoting option, the user will be able to see e-Voting page of
the e-Voting service provider for casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the meeting. Additionally, there is also links
provided to access the system of all e-Voting Service Providers, so that the user can
visit the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL
website www.cdslindia.com and click on login & New System Myeasi Tab and then
click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a e-Voting link available on www.cdslindia.com home page.
The system will authenticate the user by sending OTP on registered Mobile & Email as
recorded in the Demat Account. After successful authentication, user will be able to see
the e-Voting option where the evoting is in progress and also able to directly access the
system of all e-Voting Service Providers.
Individual Shareholders You can also login using the login credentials of your demat account through your
(holding securities in demat Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you
mode) login through their will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/
depository participants CDSL Depository site after successful authentication, wherein you can see e-Voting feature.
Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to
e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through

Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual Shareholders Members facing any technical issue in login can contact NSDL helpdesk by sending a
holding securities in demat request at evoting@nsdl.com or call at 022 - 4886 7000
mode with NSDL
Individual Shareholders Members facing any technical issue in login can contact CDSL helpdesk by sending a
holding securities in demat request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33
mode with CDSL
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding
securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section.
3.  new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on
A
the screen.

SAMHI HOTELS LIMITED 41


NOTICE (Contd.)

Alternatively,
 if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with
your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and
you can proceed to Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below:
Manner of holding shares i.e. Demat (NSDL or Your User ID is:
CDSL) or Physical
a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID
account with NSDL. For example if your DP ID is IN300*** and Client ID is 12******
then your user ID is IN300***12******.
b) For Members who hold shares in demat 16 Digit Beneficiary ID
account with CDSL. For example if your Beneficiary ID is 12************** then your
user ID is 12**************
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the
Company
For example if folio number is 001*** and EVEN is 101456 then
user ID is 101456001***

5. Password details for shareholders other than a) Click on “Forgot User Details/Password?”
Individual shareholders are given below: (If you are holding shares in your demat
a) If you are already registered for e-Voting, account with NSDL or CDSL) option available
then you can user your existing password to on www.evoting.nsdl.com.
login and cast your vote. b)  hysical User Reset Password? (If you are
P
b) If you are using NSDL e-Voting system for the holding shares in physical mode) option
first time, you will need to retrieve the ‘initial available on www.evoting.nsdl.com.
password’ which was communicated to you. c) If you are still unable to get the password
Once you retrieve your ‘initial password’, by aforesaid two options, you can send a
you need to enter the ‘initial password’ and request at evoting@nsdl.com mentioning
the system will force you to change your your demat account number/folio number,
password. your PAN, your name and your registered
c) How to retrieve your ‘initial password’? address etc.
(i) If
 your email ID is registered in your d) Members can also use the OTP (One Time
demat account or with the Company, Password) based login for casting the votes
your ‘initial password’ is communicated on the e-Voting system of NSDL.
to you on your email ID. Trace the 7. After entering your password, tick on Agree to
email sent to you from NSDL from your “Terms and Conditions” by selecting on the check
mailbox. Open the email and open the box.
attachment i.e. a .pdf file. Open the .pdf
8. Now, you will have to click on “Login” button.
file. The password to open the .pdf file is
9. After you click on the “Login” button, Home page
your 8 digit client ID for NSDL account,
of e-Voting will open.
last 8 digits of client ID for CDSL
account or folio number for shares held Step 2: Cast your vote electronically and join General
in physical form. The .pdf file contains Meeting on NSDL e-Voting system.
your ‘User ID’ and your ‘initial password’. How to cast your vote electronically and join General
(ii) If
 your email ID is not registered, please Meeting on NSDL e-Voting system?
follow steps mentioned below in 1. After successful login at Step 1, you will be able to see
process for those shareholders whose all the companies “EVEN” in which you are holding
email ids are not registered. shares and whose voting cycle and General Meeting is
6. If you are unable to retrieve or have not received in active status.
the “Initial password” or have forgotten your 2. Select “EVEN” of company for which you wish to cast
password: your vote during the remote e-Voting period and casting

42 ANNUAL REPORT 2023-24


STATUTORY REPORTS

NOTICE (Contd.)

your vote during the General Meeting. For joining virtual scanned copy of PAN card), AADHAR (self-attested
meeting, you need to click on “VC/OAVM” link placed scanned copy of Aadhar Card) by email to compliance@
under “Join Meeting”. samhi.co.in.
3. Now you are ready for e-Voting as the Voting page 2. In case shares are held in demat mode, please provide
opens. DPID-CLID (16-digit DPID + CLID or 16 digit beneficiary
4. Cast your vote by selecting appropriate options i.e. ID), Name, client master or copy of Consolidated
assent or dissent, verify/modify the number of shares Account statement, PAN (self-attested scanned copy
for which you wish to cast your vote and click on of PAN card), AADHAR (self-attested scanned copy of
“Submit” and also “Confirm” when prompted. Aadhar Card) to compliance@samhi.co.in. If you are
an Individual shareholder holding securities in demat
5. Upon confirmation, the message “Vote cast
mode, you are requested to refer to the login method
successfully” will be displayed.
explained at step 1 (A) i.e. Login method for e-Voting
6. You can also take the printout of the votes cast by you and joining virtual meeting for Individual shareholders
by clicking on the print option on the confirmation page. holding securities in demat mode.
7. Once you confirm your vote on the resolution, you will 3. Alternatively, shareholders/members may send a
not be allowed to modify your vote. request to evoting@nsdl.com for procuring user id and
General Guidelines for shareholders password for e-voting by providing above mentioned
documents.
1. Institutional shareholders (i.e. other than individuals,
HUF, NRI etc.) are required to send scanned copy 4. In terms of SEBI circular dated December 09, 2020,
(PDF/JPG Format) of the relevant Board Resolution/ on e-Voting facility provided by Listed Companies,
Authority letter etc. with attested specimen signature of Individual shareholders holding securities in demat
the duly authorized signatory(ies) who are authorized to mode are allowed to vote through their demat
vote, to the Scrutinizer by e-mail to abhishek.bansal@ account maintained with Depositories and Depository
acumenjuris.com with a copy marked to evoting@ Participants. Shareholders are required to update their
nsdl.com. Institutional shareholders (i.e. other than mobile number and email ID correctly in their demat
individuals, HUF, NRI etc.) can also upload their Board account in order to access e-Voting facility.
Resolution/ Power of Attorney/ Authority Letter etc. by THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON
clicking on "Upload Board Resolution / Authority Letter" THE DAY OF THE AGM ARE AS UNDER:
displayed under "e-Voting" tab in their login. 1. The procedure for e-Voting on the day of the AGM is
2. It is strongly recommended not to share your password same as the instructions mentioned above for remote
with any other person and take utmost care to keep your e-voting.
password confidential. Login to the e-voting website 2. Only those Members/ shareholders, who will be present
will be disabled upon five unsuccessful attempts to key in the AGM through VC/OAVM facility and have not
in the correct password. In such an event, you will need casted their vote on the Resolutions through remote
to go through the “Forgot User Details/Password?” or e-Voting and are otherwise not barred from doing so,
“Physical User Reset Password?” option available on shall be eligible to vote through e-Voting system in the
www.evoting.nsdl.com to reset the password. AGM.
3. In case of any queries, you may refer the Frequently 3. Members who have voted through Remote e-Voting
Asked Questions (FAQs) for Shareholders and e-voting will be eligible to attend the AGM. However, they will not
user manual for Shareholders available at the download be eligible to vote at the AGM.
section of www.evoting.nsdl.com or call on.: 022 -
4. The details of the person who may be contacted for any
4886 7000 or send a request to Ms. Pallavi Mhatre at
grievances connected with the facility for e-Voting on
evoting@nsdl.com
the day of the AGM shall be the same person mentioned
Process for those shareholders whose email ids are not for Remote e-voting.
registered with the depositories for procuring user id and
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE
password and registration of e mail ids for e-voting for the
AGM THROUGH VC/OAVM ARE AS UNDER:
resolutions set out in this notice:
1. Members will be provided with a facility to attend the
1. In case shares are held in physical mode please provide
AGM through VC/OAVM through the NSDL e-Voting
Folio No., Name of shareholder, scanned copy of the
system. Members may access by following the steps
share certificate (front and back), PAN (self-attested
mentioned above for Access to NSDL e-Voting system.

SAMHI HOTELS LIMITED 43


NOTICE (Contd.)

After successful login, you can see link of “VC/OAVM” mentioning their name demat account number/folio
placed under “Join meeting” menu against company number, email id, mobile number at compliance@
name. You are requested to click on VC/OAVM link samhi.co.in. The same will be replied by the Company
placed under Join Meeting menu. The link for VC/OAVM suitably.
will be available in Shareholders/Members login where 6. Only those Members who have registered themselves
the EVEN of Company will be displayed. Please note as a speaker will be allowed to express their views/ ask
that the members who do not have the User ID and questions during the AGM. The Company reserves the
Password for e-Voting or have forgotten the User ID right to restrict the number of speakers depending on
and Password may retrieve the same by following the the availability of time for the AGM.
remote e-Voting instructions mentioned in the notice to
avoid last minute rush.
By Order of the Board,
2. Members are encouraged to join the Meeting through
For SAMHI Hotels Limited
Laptops for better experience.
3. Further Members will be required to allow Camera and
Sd/-
use Internet with a good speed to avoid any disturbance
during the meeting. Sanjay Jain
Senior Director, Corporate Affairs,
4. Please note that Participants Connecting from Mobile
Company Secretary & Compliance Officer
Devices or Tablets or through Laptop connecting via
Mobile Hotspot may experience Audio/Video loss due Membership No.: F6137
to Fluctuation in their respective network. It is therefore Address: 263, Balco Apartments, 58,
recommended to use Stable Wi-Fi or LAN Connection IP Extension, Patparganj, Delhi-110092
to mitigate any kind of aforesaid glitches.
5. Shareholders who would like to express their views/ Date: August 02, 2024
have questions may send their questions in advance Place: Gurugram

44 ANNUAL REPORT 2023-24


STATUTORY REPORTS

NOTICE (Contd.)

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE ACT READ WITH RELEVANT RULES FRAMED
THEREUNDER

Item No. 2: To appoint a director in place of Mr. Manav Thadani (DIN: 00534993) who retires by rotation and being eligible,
offers himself for re-appointment
DETAILS OF THE DIRECTORS (IN PURSUANCE OF SECRETARIAL STANDARD-2 AND REGULATION 36(3) OF THE SEBI
(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015)

Name of Director Mr. Manav Thadani

DIN 00534993

Type of directorship Non-Executive Non-Independent Director

Original Date of Appointment on the December 28, 2010


Board

Age October 01, 1970

Expertise in specific functional areas Mr. Thadani has rich experience in senior level positions. Mr. Manav Thadani is an
experienced consultant in the field of hospitality and is the founder and chairman of
Hotelivate Private Limited. He was previously associated with HVS Licensing LLC.

Qualifications He holds a bachelor’s degree in science and a master’s degree in arts each from
New York University.

Experience He has rich experience in senior level positions, in the field of hospitality and is the
founder and chairman of Hotelivate Private Limited. He was previously associated
with HVS Licensing LLC.

Terms & Conditions of re-appointment In terms of Section 152(6) of the Act, Mr. Manav Thadani, is liable to retire by rotation
and shall be entitled for payment of sitting fees only for attending the Board and
Committee Meetings of the Company.

Remuneration last drawn (FY 2023-24) Not Applicable, as the Company did not pay remuneration to Non-Executive
Directors, except sitting fees for attending the board and committee meetings

Remuneration sought to be paid Not Applicable, as the Company did not pay remuneration to Non-Executive
Directors, except sitting fees for attending the board and committee meetings

Directorships held in other companies Nil


(excluding foreign companies)

Committee position held in other Nil


companies

Listed entities from which the Director None


has resigned in the past three years

No. of Board meetings attended during 11 (out of total 11 board meetings held during the FY 2024)
the year

No. of shares held including 904,144 equity shares


shareholding as a beneficial owner (0.41%)

Disclosure of inter-se relationships He has no inter-se relationship with any of the directors or key managerial personnel
between directors and key managerial or senior management of the Company.
personnel

SAMHI HOTELS LIMITED 45


NOTICE (Contd.)

Item No. 3: To ratify the grant of ESOP options exceeding Accordingly, the Board of the Company seeks ratification
one percent of the issued capital of the Company of the members in respect of grant of ESOP Options to
The members of the Company may note that the Employees’ Mr. Ashish Jakhanwala, Mr. Rajat Mehra and Mr. Gyana Das
Stock Option Plan 2023 of the Company (“ESOP Plan”), was in excess of 1% (one percent) of the issued share capital of
approved by the board of directors (“Board”) and members the Company during any 1 (one) year, at the time of grant of
of the Company on March 09, 2023, and March 11, 2023, such ESOP Options.
respectively, i.e., prior to the initial public offering (“IPO”) of Except Mr. Ashish Jakhanwala, Mr. Rajat Mehra and
the Company. Mr. Gyana Das being the interested persons, none of
The members of the Company may note that the Company the directors, key managerial personnel and relatives of
had granted ESOP Options to Mr. Ashish Jakhanwala, Mr. directors and/or key managerial personnel (as defined in
Rajat Mehra and Mr. Gyana Das under the ESOP Plan, in the Companies Act, 2013) are concerned or interested in the
excess of 1% (one percent) of the issued share capital of proposed resolution.
the Company during any 1 (one) year, at the time of grant
of such ESOP Options. The ESOP Options were granted to By Order of the Board,
Mr. Ashish Jakhanwala, Mr. Rajat Mehra and Mr. Gyana Das For SAMHI Hotels Limited
prior to the IPO.
In terms of Regulation 6(3)(d) of the Securities and Exchange Sd/-
Board of India (Share Based Employee Benefits and Sweat Sanjay Jain
Equity) Regulations, 2021 (“SEBI SBEB Regulations”),
Senior Director, Corporate Affairs,
approval of shareholders by way of separate resolution is
Company Secretary & Compliance Officer
required, if a company grants options, shares or benefits,
Membership No.: F6137
as the case may be, to identified employees, during any one
year, equal to or exceeding one per cent. of the issued capital Address: 263, Balco Apartments, 58,
(excluding outstanding warrants and conversions) of the IP Extension, Patparganj, Delhi-110092
Company at the time of grant of option, shares or incentive, Date: August 02, 2024
as the case may be. Place: Gurugram

46 ANNUAL REPORT 2023-24


STATUTORY REPORTS

BOARD’S REPORT

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

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

(in ` million)
Particulars Standalone Consolidated
FY 2024 FY 2023 FY 2024 FY 2023
Income from Operations 1,505.61 1,026.31 9,573.93 7,385.70
Other Income 151.22 192.85 213.33 228.50
Total Income 1,656.83 1,219.16 9,787.26 7,614.20
Operating profit before finance charges, 223.87 437.08 2,878.51 2,605.95
depreciation and exceptional items
Finance Charges 1,183.07 972.11 3,451.10 5,220.60
Depreciation 92.28 96.59 1,136.69 962.77
Exceptional items (250.47) 22.41 732.10 (191.84)
Net Profit/(Loss) before tax (801.01) (654.03) (2,441.38) (3,385.58)
Tax Expense
- Current Tax - - (2.61) 0.28
- Deferred Tax - - - -
- Tax earlier years - - 92.59
Profit/(Loss) after tax (801.01) (654.03) (2,346.18) (3,385.86)
Other Comprehensive Income
- Items that will not be reclassified to profit or 1.12 (2.33) 4.65 (3.71)
loss
- Items that will be reclassified to profit or loss - - - -
Total Comprehensive Income/(Loss) for the (799.89) (656.36) (2,341.53) (3,389.57)
financial year
Balance carried to the Balance Sheet (799.89) (656.36) (2,341.53) (3,389.57)
Earnings per Equity Share
Basic (5.01) (8.49) (14.67) (43.93)
Diluted (5.01) (8.49) (14.67) (43.93)

Consolidated Financial Statement their respective Board of Directors, which forms an


The Consolidated Financial Statements of the Company integral part of the Annual Report.
for the financial year 2023-24 (‘CFS’) has been prepared
in compliance with the applicable provisions of the 2. STATE OF THE COMPANY’S AFFAIRS
Companies Act, 2013 (the ‘Act’), Indian Accounting Your Company has embraced a dynamic business
Standard (‘IND-AS’) and the Securities and Exchange environment with resilience and innovation, reflecting
Board of India (Listing Obligations and Disclosure on a year of profound transformation. The journey
Requirements) Regulation, 2015, as amended from has been defined by strong operational performance,
time to time (‘SEBI LODR Regulations’). The CFS has including a material reduction in debt and finance costs.
been prepared on the basis of the audited financial The successful `12,000 million capital raise through the
statement of the Company and its subsidiary(ies) Initial Public Offer (‘IPO’) has established a clear path to
including step-down subsidiary(ies), as approved by achieving investable surplus and PAT growth. Amidst

SAMHI HOTELS LIMITED 47


BOARD’S REPORT (Contd.)

dynamic market dynamics, the commitment to robust evolution into a more broad-based economy,
financial management remains unwavering, fostering with sectors like insurance, banking and finance,
sustainable growth and operational excellence. tech innovation startups, defense, and pharma
contributing significantly to the business.
Financial Update
 Against this promising backdrop, your Company Future Strategy
has delivered an exceptional performance in the  Looking to the future, your Company see great
financial year 2023-24. On a pro-forma basis, value to be unlocked in the operating margins.
including the full-year impact of the ACIC portfolio The Company anticipates margin expansion in
acquisition, your Company achieved a significant the coming years, driven by the full integration of
milestone by crossing ` 10,000 million mark in the ACIC portfolio, optimization of the corporate
revenue. The EBITDA (pre-ESOP) reached ` 3,991 structure, and continued focus on operational
million, providing a solid foundation for future efficiencies.
growth. The Company is excited about the imminent
 
 The financial performance reflects the strength opening of approximately 300 new rooms in the
of the business model and the effectiveness of coming months. This expansion includes the
the strategic initiatives. The Company witnessed Company’s first hotel in Kolkata, the rebranding
a 28% year-on-year increase in asset income, of the hotel in Greater Noida, and an addition of
rising from ` 7,499 million in financial year 2023 to 54 rooms to the existing Holiday Inn Express hotel
` 9,630 million in financial year 2024. The EBITDA in Bangalore. These new openings are expected
(prior to ESOP) saw an impressive 32% growth, to contribute significantly to the performance
reaching ` 3,484 million This performance in the financial year 2024-25. In addition to
underscores the Company’s ability to capitalize on new openings, the Company is committed to
the growing demand in the hospitality sector while continuous improvement of the existing assets.
maintaining operational efficiency. The Company is in the planning stages to renovate
 The acquisition and integration of the ACIC and rebrand two of the large hotels, which will
portfolio have been transformative for the further enhance the performance and guest
Company’s business. The Company has experience.
successfully improved the EBITDA margins of  Looking ahead, the Company is well positioned
these assets from 30% pre-acquisition to 37.5% for sustainable growth. With strong free cash
in Q4 financial year 2024. This achievement flow generation and a healthy balance sheet,
underscores the Company’s ability to extract value the Company has the flexibility to pursue both
through operational efficiencies and strategic growth opportunities and further debt reduction.
management. The total cash balance is growing each quarter,
 The Company’s focus on key markets such as providing the Company with the resources to
Hyderabad, Bangalore, Pune, and NCR has proven fund the expansion plans and optimize the capital
to be the right strategy. These locations, which structure.
contribute about 70% of the total revenue, are at
the forefront of India's economic growth story. 3. CHANGE IN NATURE OF BUSINESS
The Company’s portfolio's RevPAR growth of 17% During the financial year under review, there was no
year-on-year across all segments demonstrates change in the nature of business of the Company.
the strength of the market positioning and
brand partnerships. Notably, the Upper Upscale 4. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
segment, representing about 43% of the total COMPANIES
revenue, showed a 22% RevPAR growth for the As on March 31, 2024, the Company has seventeen
entire year. (17) wholly owned subsidiary(ies) including step-down
The Company also adapting to changing
  subsidiary(ies):
market dynamics. While the IT/ITeS sector has i. Argon Hotels Private Limited
traditionally been a strong contributor to the ii. Ascent hotels Private Limited
revenues, the Company is seeing a diversification
iii. Barque Hotels Private Limited
of the customer base. This shift reflects India's
iv. Caspia Hotels Private Limited

48 ANNUAL REPORT 2023-24


STATUTORY REPORTS

BOARD’S REPORT (Contd.)

v. Paulmech Hospitality Private Limited* Further, pursuant to Section 129 of the Act read with
vi. Samhi JV Business Hotels Private Limited Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing salient features of the financial
vii. Samhi Hotels (Ahmedabad) Private Limited
statements of wholly owned subsidiary(ies) including
viii. Samhi Hotels (Gurgaon) Private Limited step-down subsidiary(ies) of the Company in the
ix. Duet India Hotels (Pune) Private Limited# prescribed Form AOC-1 is annexed as Annexure-1 to
x. Duet India Hotels (Hyderabad) Private Limited# this Board’s report.
xi. Duet India Hotels (Ahmedabad) Private Limited# The Company doesn’t have any associate or joint-
xii. Duet India Hotels (Chennai OMR) Private Limited# venture company as of March 31, 2024.

xiii. Duet India Hotels (Chennai) Private Limited# The performance and financial position of wholly owned
subsidiary(ies) including the step-down subsidiary(ies)
xiv. Duet India Hotels (Bangalore) Private Limited*#
of the Company has been explained in form AOC-1 and
xv. Duet India Hotels (Jaipur) Private Limited*# the CFS provided along with notes, forms an integral
xvi. Duet India Hotels (Navi Mumbai) Private Limited*# part of the Annual Report.
xvii. ACIC Advisory Private Limited#
*Step-down subsidiary(ies)
#
Acquired w.e.f. August 10, 2023

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


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

S. Name of the Director(s) & DIN Category


No.
1. Mr. Ashish Jakhanwala Chairman, Managing Director & Chief Executive Officer (‘CMD & CEO’)
(DIN: 03304345)
2. Mr. Manav Thadani Non-Executive and Non-Independent Director (‘NENID’)
(DIN: 00534993)
3. Mr. Michael Peter Schulhof## Non-Executive and Non-Independent Director (‘NENID’)
(DIN: 01884261)
4. Mr. Ajish Abraham Jacob Non-Executive and Non-Independent Director (‘NENID’)
(DIN: 08525069)
5. Mr. Aditya Jain Non-Executive and Independent Director (‘NEID’)
(DIN: 00835144)
6. Mrs. Archana Capoor Women Non-Executive and Independent Director (‘WNEID’)
(DIN: 01204170)
7. Mr. Michael David Holland Non-Executive and Independent Director (‘NEID’)
(DIN: 02845141)
8. Mr. Krishan Dhawan Non-Executive and Independent Director (‘NEID’)
(DIN: 00082729)
 Post financial year 2023-24, Mr. Michael Peter Schulhof (DIN: 01884261) has resigned as Non-Executive Non-
##

Independent Director from the Board of the Company, w.e.f. June 27, 2024.

During the financial year under review, Mr. Ajish August 10, 2023. Further, Mr. Ashish Jakhanwala (DIN:
Abraham Jacob (DIN: 08525069) was appointed as 03304345) was re-appointed as Managing Director
NENID on the Board of the Company with the approval and CEO of the Company for a further tenure of five (5)
of the Board in their meeting held on August 09, 2023, years, pursuant to the provisions of Section 196 of the
which was further approved by the shareholders of the Act read with applicable rules framed thereunder, with
Company in their extraordinary general meeting held on effect from August 22, 2024 to August 21, 2029, with

SAMHI HOTELS LIMITED 49


BOARD’S REPORT (Contd.)

the approval of Board of Directors and Shareholders (Appointment and Qualification of Directors) Rules,
of the Company vide resolution dated August 31, 2023 2014, as amended.
and September 01, 2023 respectively.
During the financial year under review, the NENID’s of 7. STATEMENT REGARDING OPINION OF THE BOARD
the Company had no pecuniary relationship or business WITH REGARD TO INTEGRITY, EXPERTISE AND
transactions with the Company, other than sitting fees. EXPERIENCE (INCLUDING THE PROFICIENY) OF
However, no remuneration or sitting fees has been paid THE INDEPENDENT DIRECTORS APPOINTED
to Mr. Ajish Abraham Jacob, NENID of the Company. DURING THE FINANCIAL YEAR

Post financial year 2023-24, Mr. Michael Peter Schulhof No independent director(s) has been appointed during
(DIN: 01884261) has resigned as NENID from the the financial year in the Company.
Board of the Company, w.e.f. June 27, 2024 due to
8. 
NUMBER OF MEETINGS OF THE BOARD OF
some unavoidable circumstances. The Board wishes
DIRECTORS OF THE COMPANY
to place on record their sincere appreciation for the
contributions made by the outgoing director during his The Board met 11 (eleven) times during the financial
tenure on the Board. year 2023-24. The details of the meetings held are set
out in the Corporate Governance Report, forming an
In accordance with the provisions of the Act and the
integral part of the Annual report of the Company.
Articles of Association of the Company, 1 (one) of your
directors, viz. Mr. Manav Thadani (DIN: 00534993),
9. COMMITTEES OF THE BOARD OF DIRECTORS
is retiring by rotation, at the ensuing Annual General
Meeting of the Company and being eligible, offers his The Company has constituted the following committees
candidature for re-appointment. Your approval for his of the Board of Directors of the Company:
reappointment as Director is being sought in the Notice i. Audit Committee;
convening the 14th Annual General Meeting of the ii. Nomination And Remuneration Committee;
Company.
iii. Corporate Social Responsibility and Environmental,
Key Managerial Personnel (KMP’s) Social and Governance Committee**
Pursuant to the provisions of Section 203 of the Act, the **The Board of Directors has changed the
KMPs of the Company as on March 31, 2024 are: nomenclature of Corporate Social Responsibility
1. Mr. Ashish Jakhanwala, CMD & CEO Committee to Corporate Social Responsibility and
Environmental, Social and Governance Committee
2. Mr. Rajat Mehra, Chief Financial Officer (‘CFO’)
(‘CSR & ESG Committee’), in their meeting held on
3. Mr. Sanjay Jain, Senior Director - Corporate
March 21, 2024.
Affairs, Company Secretary & Compliance Officer
iv. Stakeholders’ Relationship Committee;
6. 
STATEMENT ON DECLARATION AND v. Risk Management Committee
CONFIRMATION GIVEN BY INDEPENDENT The composition details of all the Committees of the
DIRECTOR(S) Board of Directors constituted by the Company have
Pursuant to the provisions of Section 149 of the Act, been disclosed in the Corporate Governance Report
the Independent Director(s) have submitted their forming an integral part of the Annual Report.
declarations that each of them meets the criteria
of independence as provided under Section 149(6) 10. GENERAL BODY MEETINGS
of the Act along with the rules framed thereunder
Annual General Meeting (‘AGM’)
and Regulation 16(1)(b) and 25(8) of the SEBI LODR
During the financial year 2023-24, the Annual General
Regulations. There has been no change in the
Meeting (‘AGM’) of the members of the Company was
circumstances affecting their status as Independent
held on August 24, 2023.
Director(s) of the Company.
The Independent Director(s) of the Company have Extraordinary General Meeting (‘EGM’)
confirmed that they have registered their names in the During the financial year 2023-24, two (2) EGMs of the
data bank of Independent Directors maintained with the members of the Company were held on August 10,
Indian Institute of Corporate Affairs in terms of Section 2023 and September 01, 2023.
150 of the Act read with Rule 6 of the Companies

50 ANNUAL REPORT 2023-24


STATUTORY REPORTS

BOARD’S REPORT (Contd.)

11. 
MANAGEMENT DISCUSSION & ANALYSIS, premium of ` 125 per equity share) pursuant to
CORPORATE GOVERNANCE AND BUSINESS compliance of the provisions of Securities and
RESPOSIBLITY & SUSTAINABILITY REPORT Exchange Board of India (Issue of Capital and
A detailed report on the Company’s performance, Disclosure Requirements) Regulations, 2018, as
industry trends and other material changes with amended, and in terms of the resolution approved
respect to the Company itself, it’s subsidiary(ies) by the Board of Directors on September 20, 2023.
including step-down subsidiary(ies) is covered in the The shares of the Company got listed on the BSE
Management Discussion & Analysis, which has been Limited and National Stock Exchange of India
provided in a separate section and forms part of the Limited on September 22, 2023.
Annual Report. (b) On August 10, 2023, the Company has made
Your Company is committed to good corporate an investment of ` 8,921,793,436.20/- (Indian
governance practices and endeavors to adhere to Rupees Eight Hundred and Ninety-Two Crore
the standards set out by the Securities and Exchange Seventeen Lakh Ninety-Three Thousand Four
Board of India (‘SEBI’). Your Company has complied Hundred Thirty-Six and Twenty Paisa only)
with the Corporate Governance requirements specified and acquired nine (09) Duet entities, by way of
under the Act and the SEBI LODR Regulations and a entering into the Share Subscription and Purchase
detailed Report on Corporate Governance in line with Agreement (‘SSPA’) dated March 30, 2023 and
the requirements of the same regarding the corporate made the allotment of 37,462,680 equity shares
governance practices followed by Company during the on private placement basis.
financial year under review together with a certificate (c) Your Company has approved the allotment of one
regarding compliance of corporate governance (1) equity share of face value of ` 1/- (Indian
conditions, obtained from the Practicing Company Rupee One) each and at a premium of ` 237.1515
Secretary is annexed and marked as Annexure-2. per share, to International Finance Corporation
Pursuant to Regulation 34(2)(f) of the SEBI LODR (‘IFC’) upon conversion of 1,260,000 (Twelve
Regulations, as amended, the Company has provided Lakh Sixty Thousand) Fully Paid Compulsory
the Business Responsibility & Sustainability Report Convertible Debentures (‘FCCDs’) of ` 1,000/-
(‘BRSR’) detailing various initiatives of the Company (Indian Rupees One Thousand only) on August
in a separate section forms part of the Annual Report, 31, 2023.
which indicates the Company’s performance against (d) The new set of Articles of Association (‘AOA’) of
the principles of the ‘National Guidelines on Responsible your Company was amended and adopted on
Business Conduct’. This would enable the members August 31, 2023 by the Board of Directors and
to have an insight into the environmental, social and on September 01, 2023 by the members of the
governance initiatives of the Company. Company in order to align with the requirements
of the SEBI LODR Regulations.
12. 
M ATERIAL CHANGES AND COMMITMENTS, IF (e) The Company also entered into a Share Purchase
ANY, AFFECTING THE FINANCIAL POSITION Agreement (‘SPA’) amongst Duet India Hotels
OF THE COMPANY WHICH HAVE OCCURRED (Bangalore) Private Limited (‘Duet Bangalore’)
BETWEEN THE END OF THE FINANCIAL YEAR and Duet India Hotels (Hyderabad) Private
OF THE COMPANY TO WHICH THE FINANCIAL Limited (‘Duet Hyderabad), 100% subsidiary(ies)
STATEMENTS RELATE AND THE DATE OF THE of the Company, to transfer/ divest its 100%
REPORT shareholding in Duet Bangalore to Duet
During the financial year under review and from the end Hyderabad, by way of sale of 2,367,068 (Twenty-
of the financial year to the date of this Board’s Report, Three Lakh Sixty Seven Thousand And Sixty
the following material changes has been occurred: Eight) equity shares of face value of ` 10/- (Indian
(a) Your Company has raised fresh funds aggregating Rupees Ten only) held by it in Duet Bangalore to
to ` 1,200 crores through Initial Public Offer (‘IPO’) Duet Hyderabad on such terms & conditions and
by way of issuance and allotment of 95,238,095 at a consideration as stipulated in the SPA.
Equity Shares and Offer for Sale of 13,500,000 (f) Your Company has invested the funds in its
Equity Shares aggregating to ` 170.10 crores subsidiary, namely, Duet India Hotels (Pune)
by the Selling Shareholders at an Offer price Private Limited (‘Duet Pune’) to the tune of
of ` 126/- per equity share (including a share ` 55,198,000/- (Indian Rupees Five Crore Fifty

SAMHI HOTELS LIMITED 51


BOARD’S REPORT (Contd.)

One Lakh Ninety Eight Thousand only) by way The Report issued by the Statutory Auditors on the
of subscribing to 5,519,800 (fifty five lakh audited financial statements of the Company for the
nineteen thousand eight hundred) equity shares financial year ended March 31, 2024 along with its
of Duet Pune, having face value of ` 10/- (Indian annexures, has been duly examined by the Board of
Rupees Ten only) on rights issue basis, where director of the Company, which is self-explanatory and
such funds shall be utilized by Duet Pune solely forms part of this Annual Report also.
for the purposes of redemption of certain non-  he Auditor’s Report on the audited financial statements
T
convertible compulsorily redeemable preference for the financial year under review was issued with an
shares issued by Duet Pune. unmodified opinion.
(g) Your Company has made an investment of
funds in its subsidiary, namely, Duet India Hotels 15. 
E XPLANATIONS OR COMMENTS ON AUDITOR’S
(Ahmedabad) Private Limited (‘Duet Ahmedabad’) QUALIFICATION/ RESERVATION/ ADVERSE
to the tune of ` 13,134,000/- (Indian Rupees One REMARK/ DISCLAIMER
Crore Thirty One Lakh Thirty Four Thousand only) There is no reservation or observation or qualification
by way of subscribing to 1,313,400 (thirteen or adverse remark or disclaimer of Statutory Auditors
lakh thirteen thousand four hundred) equity in their Report. The relevant notes to accounts in their
shares of Duet Ahmedabad, having face value of
Report are self-explanatory and therefore, do not
` 10/- (Indian Rupees Ten only) on rights issue
require further explanation pursuant to Section 134(3)
basis, where such funds shall be utilized by Duet
(f)(i). Further, no frauds have been reported by the
Ahmedabad solely for the purposes of redemption
auditors in their report.
of certain non-convertible compulsorily
redeemable preference shares issued by Duet 16. ANNUAL SECRETARIAL AUDIT AND SECRETARIAL
Ahmedabad. COMPLIANCE REPORT
 No other material changes apart from the above, In terms of Section 204(1) of the Act read with rule no.
which could affect the financial position of the 9 of the Companies (Appointment, and Remuneration
Company, occurred between the end of the
of Managerial Personnel) Rules, 2014 and Regulation
financial year of the Company to the date of this
24A(1) of the SEBI LODR Regulations, your Company
Board’s Report.
had appointed M/s T. Sharad & Associates, Company
Secretaries (‘Practicing Company Secretary’) to
13. ANNUAL RETURN
conduct its secretarial audit for the financial year
As provided under Section 92(3) and 134(3)(a) of the
2023-24.
Act, read with Rule 12 of the Companies (Management
The Company has obtained a Secretarial Audit Report
and Administration) Rules, 2014 as amended from time
for the financial year 2023-24 from him, forms part of
to time, the Annual Return of the Company is available
this Board’s Report as Annexure-3. The Secretarial
on the website of the Company at https://samhi.
Audit Report does not contain any qualification,
co.in/?page_id=13002
reservation, adverse remark or disclaimer.
14. STATUTORY AUDITORS Also, the Annual Secretarial Compliance Report for the
The Board of Directors at its meeting held on November financial year ended March 31, 2024 in accordance with
29, 2022, has proposed the re-appointment of M/s. Regulation 24A(2) of the SEBI LODR Regulations, was
B S R & Co LLP, Chartered Accountants (FR. No. - obtained from Practicing Company Secretary and was
101248W/W-100022) as Statutory Auditors of the accordingly submitted to both the stock exchange(s),
Company for a further term of three (3) financial years i.e. BSE Limited and National Stock Exchange of India
to hold office from the conclusion of 12th AGM held on Limited, within the timeframe prescribed.
December 22, 2022 till the conclusion of AGM to be Pursuant to Regulation 24A(1) of the SEBI LODR
held in year 2025, which was approved by the members Regulations, the Secretarial Audit Report of the
at their 12th AGM of the Company held on December Company’s material unlisted Indian subsidiary(ies) for
22, 2022. the financial year 2023-24 has also been obtained by
The Statutory Auditors have confirmed that they are not the Company, and are annexed to this Directors’ Report
disqualified to continue as auditors of the Company. as Annexure-3A.

52 ANNUAL REPORT 2023-24


STATUTORY REPORTS

BOARD’S REPORT (Contd.)

17. ANNUAL BOARD EVALUATION b. that appropriate accounting policies have been
To comply with the provisions of Section 134(3)(p) of selected and applied consistently and made
the Act read with rules made thereunder and Regulation judgments and estimates that are reasonable
17(10) of the SEBI LODR Regulations, the Board of and prudent have been made so as to give a true
Directors has carried out an annual evaluation of its and fair view of the State of Affairs as at March
own performance including that of its Committees 31, 2024 and of the Profit of your Company for the
(wherein the concerned director being evaluated did financial year ended March 31, 2024;
not participated). c. that proper and sufficient care has been taken
Further, to comply with the provisions specified under for the maintenance of adequate accounting
Regulation 25(4) of the SEBI LODR Regulations, the records in accordance with the provisions of the
Non-Executive and Independent Directors (‘NEIDs’) Act, for safeguarding the assets of your Company
also evaluated the performance of the Non-Executive and for preventing and detecting fraud and other
and Non-Independent Directors (‘NENIDs’), Chairman irregularities;
and Board as a body at a separate meeting of the NEIDs d. that the annual accounts for the financial year
held on February 29, 2024. ended March 31, 2024 have been prepared on a
going concern basis;
18. DETAILS IN RESPECT OF FRAUDS REPORTED BY e. that the Directors have laid down Internal Financial
AUDITOR’S UNDER SECTION 143(12) OF THE ACT Controls which were followed by the Company and
Pursuant to section 134(3)(ca), no incident of fraud has that such Internal Financial Controls are adequate
been reported by the Auditors of the Company under and were operating effectively; and
section 143(12) of the Act. f. that the Directors have devised proper systems
to ensure compliance with the provisions of
19. 
REMUNERATION OF DIRECTORS, KEY
all applicable laws and that such systems are
MANAGERIAL PERSONNEL AND PARTICULARS OF
adequate and operating effectively.
EMPLOYEE(S)/ PERSONNEL(S)
Your Directors place on record their appreciation for 21. 
C OST AUDITORS AND MAINTENANCE OF COST
the significant contribution made by all employee(s)/ RECORDS AS PER SECTION 148(1) OF THE ACT
personnel(s) for the continued growth of the business. READ WITH APPLICABLE RULES
The statement including the details of employees The requirement of Cost Audit and maintenance of cost
as required to be furnished in accordance with the records as prescribed under the provisions of Section
provisions of Section 197(12) of the Act read with Rule 148(1) of the Act are not applicable for the business
5(2) and 5(3) of the Companies (Appointment and activities carried out by the Company.
Remuneration of Managerial Personnel), Rules, 2014
are set out in Annexure-4 to this Board’s Report. 22. TRANSFER TO GENERAL RESERVE
The details pertaining to the remuneration and other During the financial year 2023-24, no amount was
details as required under Section 197(12) of the Act transferred to the General Reserve.
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 23. DIVIDEND
are provided in Annexure-5 to this Board’s Report. In view of the losses, your directors do not recommend
any dividend for the period under review.
20. DIRECTORS’ RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms 24. PUBLIC DEPOSITS
of Section 134(3)(c) & (5) of the Act, which is to the The Company has not accepted/ renewed any deposits
best of their knowledge and belief and according to the during the financial year under review. Further, no
information and explanations obtained by them: deposits remain unpaid or unclaimed as at the end
a. that in the preparation of the annual accounts of the financial year and there has been no default in
for the financial year ended March 31, 2024, repayment of deposits or payment of interest thereon
the applicable accounting standards have been during the financial year under review.
followed along with proper explanation relating to
material departures;

SAMHI HOTELS LIMITED 53


BOARD’S REPORT (Contd.)

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY 28. POLICIES


THE REGULATORS OR COURTS OR TRIBUNALS
• Nomination and Remuneration Policy
There are no significant and material orders passed by
The Company has in place a Nomination and
the regulators or courts or tribunals having an impact
Remuneration Policy which lays down the criteria
on the future operations of the Company or its going
for appointment, evaluation of performance
concern status. of Directors and remuneration of Directors,
KMP, Senior Management Personnel and other
26. LOANS, GUARANTEES AND INVESTMENTS
employees. The Nomination and Remuneration
During the financial year 2023-24, the Company has Policy is attached as Annexure-7 to this Board’s
complied with the provisions stipulated under section Report, which is also available on the website
186 of the Act read with relevant rules made thereunder, of your Company at https://samhi.co.in/wp-
the details of investments made under section 186 content/uploads/2024/02/Nomination-and-
of the Act also form part of the notes to the financial Remuneration-Policy.pdf
statements provided in this Annual Report.
• Corporate Social Responsibility (CSR) Policy
Pursuant to Section 186(11)(a) of the Act, the
The Company has in place CSR policy, formulated in
services provided by your Company is covered under
terms of provision of section 135(4) of the Act read
the definition of ‘Infrastructure facilities’ as given
with rules framed thereunder, which is available
in Schedule VI (point 5) of the Act, and hence, the
on the website of your Company at https://samhi.
provisions of Section 186 of the Act with respect
co.in/wp-content/uploads/2024/02/Corporate-
to Loans and Guarantees are not applicable on the
Social-Responsibility-Policy.pdf
Company.
The annual report on CSR Activities for the
27. CONTRACTS OR ARRANGEMENTS WITH RELATED financial year under review as required under
PARTIES Section 134 and 135 of the Act read with Rule 8
of the Companies (Corporate Social Responsibility
All related party transactions pursuant to Section
Policy) Rules, 2014 read with Rule 9 of the
188(1) of the Act that were entered into during the
Companies (Accounts) Rules, 2014 is attached as
financial year were on an arm’s length basis and
Annexure-8 to this Board’s Report.
in the ordinary course of business. There were no
materially significant related party transactions made • Vigil Mechanism/Whistle Blower Policy
by your Company with its Directors or other designated Pursuant to Section 177(9) & (10) of the Act
persons which might have a potential conflict with read with rules framed thereunder and the SEBI
the interest of the Company at large. All related party LODR Regulations, the Board of Directors of the
transactions during the financial year which were not in Company has constituted a Vigil Mechanism/
the ordinary course of business between the Company Whistleblower Vigilance Policy setting out the
and its wholly owned subsidiary(ies) were approved by mechanism available to employees and directors
the Board. to address genuine concerns and grievance they
Pursuant to the provisions of section 188 read may have relating to the violation of the code or
otherwise in relation to the legality, ethics, honesty
with 134(3)(h) of the Act read with the Companies
or integrity of any actions being undertaken by
(Accounts) Rules, 2014 and Regulation 23 of the SEBI
other persons engaged with the Company in any
LODR Regulations, the Report of the Board containing
capacity.
the particulars of contracts or arrangements with
related parties, as per Form AOC-2 is enclosed with this The Company has uploaded its Vigil
Board’s Report as Annexure-6. Mechanism/ Whistleblower Vigilance Policy on
its website https://samhi.co.in/wp-content/
The Company is also complying with the provisions
uploads/2024/08/Whistle-Blower-Policy.pdf
provided under Regulation 23(9) of the SEBI LODR
Regulations, and accordingly, the disclosure of Related • 
Constitution of the Internal Complaints
Party Transactions has been submitted on a half-yearly Committee under the Sexual Harassment of
basis with the stock exchange(s). Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
Pursuant to the provisions of the Sexual
Harassment of Women at Workplace (Prevention,

54 ANNUAL REPORT 2023-24


STATUTORY REPORTS

BOARD’S REPORT (Contd.)

Prohibition, and Redressal) Act, 2013, your • Risk Management Policy


Company has formulated a policy to provide An effective Risk Assessment process is the
protection against sexual harassment of women at cornerstone of any effective safety management
workplace and for the prevention and redressal of system. In turn a Safety Statement is a description
complaints of sexual harassment, which has been of the organization’s manner of securing safety
circulated to all the employees. This policy shall and records in detail the risk assessments carried
also be applicable to all the subsidiaries including out.
step-down subsidiaries of your Company.

The Company recognizes the importance

The Company has an Internal Complaints of risk management and has constituted a
Committee (‘ICC’) at corporate level and individual risk management committee pursuant to the
hotels which are being managed by international requirements of the Act and Regulation 21 of the
operator, i.e., Marriott, have also constituted SEBI LODR Regulations and has also developed a
their respective ICCs. As on March 31, 2024 the comprehensive Risk Management Policy, which
ICC at corporate level consisted of the following seeks to minimize risks in the activities of the
members: Company. This Policy shall also be applicable/
i. Ms. Tanya Chakravarty, Presiding Officer implemented to all the subsidiary(ies) of your
ii. Ms. Ritu Singh, Member Company. The periodical update on the risk
assessment detailing the internal and external
iii. Ms. Anamika Chandola, Member
risks, management practices and mitigation plan
iv. Mr. Rajat Mehra, Member is presented to the Audit Committee and Board of
v. Mr. Amitabh Neehar, External Member Directors of the Company for their review.
(representing Aware Citizen Foundation) There are no risks which in the opinion of the
Post financial year, the abovesaid constitution of Board threaten the existence of the Company.
ICC has revised with effect from May 14, 2024 due The Company has uploaded its Risk Management
to retirement of certain member(s) and induction Policy on its website https://samhi.co.in/wp-
of new member(s) in the manner as follows: content/uploads/2024/02/Risk-Management-
Policy.pdf
Retired Officials Officials inducted
Ms. Sangeeta Mohan Ms. Anamika Chandola • Dividend Distribution Policy
Mr. Sanjay Jain Mr. Rajat Mehra As per Regulation 43A of the SEBI LODR
Ms. Preeti Chauhan Mr. Amitabh Neehar Regulations, as amended from time to time,
the Dividend Distribution Policy is available on
Your Company had carried out an awareness/
the Company’s website at https://samhi.co.in/
orientation programme for ICC members as well
wp-content/uploads/2024/02/SHPL-Dividend-
as for the employees to explain them how to
Distribution-Policy.pdf
recognize, prevent and report sexual harassment.
The employees have also been imparted with 29. 
A DEQUACY OF INTERNAL CONTROL SYSTEMS
the requisite training to sensitize them with the RELATED TO FINANCIAL STATEMENTS
provisions of the Sexual Harassment of Women
The Company conducts its internal audit within the
at Workplace (Prevention, Prohibition, and
parameters of regulatory framework which is well
Redressal) Act, 2013 read with relevant rules
commensurate with the size, scale and complexity
made thereunder.
of operations. The internal controls have evolved,
The Anti-Sexual Harassment Policy of the installed, reviewed, and upgraded periodically.
Company is made available on the website M/s. Protiviti India Member Private Limited (‘Protiviti’)
of Company https://samhi.co.in/wpcontent/ and M/s. Ernst and Young LLP (‘EY’) acts as the
uploads/2024/02/Anti_Sexual_Harassment_ Internal Auditor(s) of the Company to conduct internal
Policy_latest_2022.pdf audit covering all areas of operations. The Audit
Your directors have been informed that the ICC has Committee reviews the performance of the audit and
not received any complaints of sexual harassment gives recommendations to the Management as may be
during the financial year under review. necessary/ considered appropriate.

SAMHI HOTELS LIMITED 55


BOARD’S REPORT (Contd.)

30. 
CONSERVATION OF ENERGY, TECHNOLOGY (e) Bonus Shares
ABSORPTION, FOREIGN EXCHANGE EARNINGS No bonus shares were issued during the financial
AND OUTGO year under review.
Information required under Section 134(3) (m) of the
(f) Shares with differential voting rights
Act, read with rules made thereof, is annexed hereto as
Annexure-9 and forms an integral part of this Board’s The Company has not issued any shares with
Report. differential voting rights during the financial year
under review.
31. SHARE CAPITAL STRUCTURE (g) Transfer and Transmission of Securities
(a) Authorized Share Capital During the financial year 2023-24, no transfer or
The Authorized Share Capital of your Company as transmission of securities took place.
on March 31, 2024 stands at ` 250,000,000 (Indian (h) Employee Stock Option Plan (‘ESOP Scheme’)
Rupees Twenty-Five Crores only) divided into
Your Company has formulated an ESOP scheme,
250,000,000 (Twenty-Five Crores) equity shares
namely, Employee Stock Option Plan 2023 – I (the
of ` 1/- (Indian Rupee One) each.
“ESOP Scheme”).
(b) Issued, Subscribed and Paid-up Share Capital The ESOP Scheme was approved pursuant to a Board
The issued, subscribed and paid-up share capital resolution dated March 09, 2023 and Shareholders’
of the Company as on March 31, 2024 is ` resolution dated March 11, 2023. The ESOP Scheme
220,006,495/- (Indian Rupees Twenty-Two Crore is in compliance with the SEBI (Share Based Employee
Six Thousand Four Hundred Ninety-Five only), Benefits and Sweat Equity) Regulations, 2021 (‘SEBI
divided into 220,006,495 (Twenty-Two Crore (SBEBSE) Regulations’). Under the ESOP Scheme, an
Six Thousand Four Hundred Ninety-Five) equity aggregate of 5,477,860 stock options were granted to
shares of ` 1/- (Indian Rupee One) each. eligible employees, with each option being exercisable
During the financial year under review and from to receive one Equity Share. Out of 5,477,860 stock
the end of financial year to the date of this Board’s options granted, 2,017,310 stock options have been
Report, the eligible employee(s) has exercised the exercised/ vested during the financial year under review
stock options granted to them and accordingly, and from the end of financial year to the date of this
the ESOPs were allotted to them with the approval Board’s Report.
of the Board of the Company. The details of A certificate from the Secretarial Auditors of the
allotment of 2,017,310 equity shares done by the Company that the scheme has been implemented in
Company are given here under: accordance with the provisions of Regulation 13 of the
SEBI (SBEBSE) Regulations will be placed at the ensuing
S. Date of Brief Details No. of
No. allotment equity Annual General Meeting for inspection by shareholders
shares of the Company.
1. March 28, 1,971,169 The applicable disclosures as stipulated under Rule
ESOPs allotment
2024 12 of the Companies (Share Capital and Debentures)
upon exercise of
2. May 14, 46,141 Rules, 2014 with regard to Employee’s Stock Option
options granted
2024 Plan of the Company are given herein below and the
information required under Regulation 14 of the SEBI
Total 2,017,310
(SBEBSE) Regulations is available at the Company’s
(c) Sweat Equity Shares website https://samhi.co.in/
No sweat equity shares were issued during Pursuant to Rule 12(9) of Companies (Share Capital and
the financial year. Thus, the disclosure as per Debenture) Rules, 2014 the following details of the ESOP
Rule 8(13) of Companies (Share Capital and Scheme are annexed and marked as Annexure-10.
Debentures) Rules, 2014 is not applicable.
32. SECRETARIAL STANDARDS
(d) Buy-back of securities
During the financial year under review, the Company has
The Company has not bought back any of its
complied with the ‘Secretarial Standards on Board and
securities during the financial year under review.
General Meetings’ issued by The Institute of Company
Secretaries of India.

56 ANNUAL REPORT 2023-24


STATUTORY REPORTS

BOARD’S REPORT (Contd.)

33. CORPORATE INSOLVENCY RESOLUTION PROCESS 34. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT
UNDER THE INSOLVENCY AND BANKRUPTCY OF THE VALUATION DONE AT THE TIME OF ONE
CODE, 2016 (‘IBC’) TIME SETTLEMENT AND THE VALUATION DONE
During the financial year under review, there were no WHILE TAKING LOAN FROM THE BANKS OR
proceedings that were filed by the Company or against FINANCIAL INSTITUTIONS ALONG WITH THE
the Company, which are pending under the IBC, as REASONS THEREOF
amended, before the National Company Law Tribunal Not Applicable.
or other Courts.

35. UTILIZATION OF PROCEEDS OF IPO


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

Particulars of Shares Issued Amount Raised (in `) Amount Utilized Deviation(s) or


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

36. ACKNOWLEDGEMENT
Your Directors take this opportunity of recording their appreciation for the active support and help extended by the
Company’s Investors, Bankers and Employees and all other partners.
The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received
from its valued shareholders.

For and on behalf of


SAMHI HOTELS LIMITED

Sd/-
Ashish Jakhanwala
Chairman, Managing Director & CEO
C-4/4038, Vasant Kunj,
Date: August 02, 2024 New Delhi-110070
Place: Gurugram DIN: 03304345

SAMHI HOTELS LIMITED 57


(All Amounts in ` mn)

58
S. Name of the subsidiary Reporting period Reporting Share Share Reserves Total Total Investments Turnover Profit/ Provision Profit/ Proposed Percentage of
No. for the subsidiary currency and capital – capital & Surplus Assets Liabilities ^ (Loss) for (Loss) Dividend shareholding
concerned, if exchange rate as Authorized – Paid before taxation after
different from on the last date Share up Share taxation taxation
the holding of the relevant Capital Capital
company’s Financial Year
reporting period in the case
of foreign
subsidiaries
1 SAMHI JV Business Hotels April 01, 2023 to Indian ` 1,300.00 1,247.80 (1,614.19) 3,268.89 3,635.28 - 1,431.59 192.50 - 192.50 Nil 100%
FORM AOC-1

Pvt. Ltd. March 31, 2024


2 SAMHI Hotels (Gurgaon) April 01, 2023 to Indian ` 65.00 7.09 514.98 1,737.77 1,215.70 - 475.96 (4.28) - (4.28) Nil 100%
Pvt. Ltd. March 31, 2024
3 Barque Hotels Private April 01, 2023 to Indian ` 383.79 383.75 543.34 3,845.69 2,918.60 366.18 1,583.65 (26.87) - (26.87) Nil 100%
Limited March 31, 2024
4 SAMHI Hotels (Ahmedabad) April 01, 2023 to Indian ` 23.00 21.65 (1,232.73) 2,816.51 4,027.59 - 1,288.78 (179.24) - (179.24) Nil 100%
Pvt. Ltd. March 31, 2024
5 CASPIA Hotels Private April 01, 2023 to Indian ` 350.00 180.00 886.49 3,238.61 2,172.12 - 825.91 (182.76) - (182.76) Nil 100%
Limited March 31, 2024
6 Paulmech Hospitality Private April 01, 2023 to Indian ` 20.00 19.98 221.39 249.61 8.24 - - (16.94) (4.02) (12.92) Nil 100%
Limited * March 31, 2024
7 Ascent Hotels Private April 01, 2023 to Indian ` 1,300.00 1,278.01 (101.88) 3,119.96 1,943.83 - 1,184.96 (331.18) - (331.18) Nil 100%
Limited March 31, 2024
8 Argon Hotels Private Limited April 01, 2023 to Indian ` 1,020.00 77.70 (102.78) 1,469.09 1,494.17 - 628.27 (102.08) - (102.08) Nil 100%
March 31, 2024
9 Duet India Hotels (Chennai) April 01, 2023 to Indian ` 53.50 40.46 14.33 418.96 364.17 - 187.65 (6.23) - (6.23) Nil 100%
Private Limited # March 31, 2024
10 Duet India Hotels April 01, 2023 to Indian ` 169.90 49.90 151.31 1,949.27 1,748.06 530.93 638.96 (616.91) - (616.91) Nil 100%
(Hyderabad) Private Limited March 31, 2024
#
11 Duet India Hotels (Pune) April 01, 2023 to Indian ` 463.55 463.55 1,271.52 2,732.72 997.65 819.22 552.38 41.19 - 41.19 Nil 100%
Private Limited # March 31, 2024
12 Duet India Hotels April 01, 2023 to Indian ` 43.23 43.23 402.69 879.44 433.52 - 245.29 12.70 - 12.70 Nil 100%
(Ahmedabad) Private March 31, 2024
Limited #
13 Duet India Hotels (Chennai April 01, 2023 to Indian ` 49.90 44.55 (168.18) 489.53 613.16 - 151.10 (43.26) - (43.26) Nil 100%
OMR) Private Limited # March 31, 2024
14 Duet India Hotels (Jaipur) April 01, 2023 to Indian ` 78.00 69.97 511.09 924.00 342.94 - 234.56 19.64 - 19.64 Nil 100%
Private Limited * # March 31, 2024
15 Duet India Hotels April 01, 2023 to Indian ` 49.90 23.67 506.86 531.40 0.87 - - 504.77 1.41 503.36 Nil 100%
(Bangalore) Private Limited March 31, 2024
*#
16 Duet India Hotels (Navi April 01, 2023 to Indian ` 60.00 55.67 (275.08) 1.07 220.48 - - (839.90) (38.05) (801.85) Nil 100%
Mumbai) Private Limited * # March 31, 2024
17 ACIC Advisory Private April 01, 2023 to Indian ` 0.50 0.10 (43.84) 26.46 70.20 - 90.14 (8.17) - (8.17) Nil 100%
Limited # March 31, 2024
* Step down subsidiary
# Acquired w.e.f. August 10, 2023
^ Turnover represents the Revenue form operations excluding other income

ANNUAL REPORT 2023-24


ANNEXURE-1 to Board’s Report
STATUTORY REPORTS

ANNEXURE-2 to Board’s Report

REPORT ON CORPORATE GOVERNANCE


FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024
I. INTRODUCTION maximize the long-term shareholder value in legal and
In compliance with the provisions of Regulation 34(3) ethical manner, ensuring justice, courtesy and dignity
read with Schedule V(C) of the Securities and Exchange in all transactions of the Company. It is not a discipline
Board of India (Listing Obligations and Disclosure but is a culture that guides the Board, Management and
Requirements) 2015 (‘SEBI LODR Regulations’), the Employees to function in the interest of stakeholders.
report containing the details of Corporate Governance The Company respects the rights of its shareholders
practices followed by SAMHI Hotels Limited to secure information on the performance of the
(‘Company’) are as follows: Company.

II. 
PHILOSOPHY ON CODE OF CORPORATE III. BOARD OF DIRECTORS
GOVERNANCE In keeping with the commitment of the management

The Company is committed to good corporate to the principle of integrity and transparency in
governance practices and maintaining the highest business operations for good corporate governance,
ethical standards. The Company believes that good the Company’s policy is to have an appropriate blend
corporate governance is a way of life and the way we of executive, non-executive and independent directors
do our business, encompassing everyday activities. to maintain the independence of the Board and to
The Company ensures transparency, integrity, and separate the Board functions of governance and
fairness, so as to optimize its performance and management.

(a) Composition and Category of Directors


The composition of the Board is in conformity with the provisions of the Companies Act, 2013 (‘the Act’) and the SEBI
LODR Regulations, as amended from time to time. The Board of your Company comprises of 08 (eight) Directors as
on March 31, 2024 with 03 (three) Independent Directors, 01 (one) Woman Independent Director, 01 (one) Executive
Director and 03 (three) Non-Executive & Non-Independent Directors.
As on March 31, 2024, the composition and category of the Board of Directors of the Company was as follows:

S. Name of the Director(s) Category


No.
1. Mr. Ashish Jakhanwala Chairman, Managing Director & Chief Executive Officer (‘CMD & CEO’)
2. Mr. Manav Thadani #
Non-Executive and Non-Independent Director (‘NENID’)
3. Mr. Michael Peter Schulhof## Non-Executive and Non-Independent Director (‘NENID’)
4. Mr. Ajish Abraham Jacob Non-Executive and Non-Independent Director (‘NENID’)
5. Mr. Aditya Jain Non-Executive and Independent Director (‘NEID’)
6. Mrs. Archana Capoor Women Non-Executive and Independent Director (‘WNEID’)
7. Mr. Michael David Holland Non-Executive and Independent Director (‘NEID’)
8. Mr. Krishan Dhawan Non-Executive and Independent Director (‘NEID’)
Notes:
• There was no pecuniary relationship or business transaction by the Company with any Non-Executive Director(s),
other than the sitting fee paid to the Independent Director(s) for attending the Board/ Committee meetings.
• The Directors have no inter-se relationship with any other Director of the Company. None of our Directors are
related to each other or to the Key Managerial Personnel or Senior Management of our Company.
• #
Information w.r.t. directors being appointed/ re-appointed
Mr. Manav Thadani, NENID, is liable to retire by rotation at the ensuing Annual General Meeting of the Company
and, being eligible, offer himself for re-appointment. Mr. Thadani has rich experience in senior level positions.
He holds a bachelor’s degree in science and a master’s degree in arts each from New York University. Manav
Thadani is an experienced consultant in the field of hospitality and is the founder and chairman of Hotelivate
Private Limited. He was previously associated with HVS Licensing LLC.
• 
##
Post financial year 2023-24, Mr. Michael Peter Schulhof has resigned as Non-Executive Non-Independent
Director from the Board of the Company, w.e.f. June 27, 2024.

SAMHI HOTELS LIMITED 59


REPORT ON CORPORATE GOVERNANCE (Contd.)

(b) Detailed profile of the Directors is as under: post graduate diploma in management from the
Ashish Jakhanwala is the Chairman, Managing Indian Institute of Management, Ahmedabad. He
Director and Chief Executive Officer of our was previously associated with Bank of America
Company. He has been a member of our Board as a senior vice president and manager of its Asia
since December 28, 2010. He holds a bachelor’s Banking Unit, Oracle India as a managing director,
degree in commerce from the University of Delhi, and Shakti Sustainable Energy Foundation as the
a diploma in hotel management and catering chief executive officer. He joined the Chandrakanta
technology from the National Council for Hotel Kesavan Center for Energy Policy and Climate
Management and Catering Technology, New Delhi Studies at the Indian Institute of Technology, Kanpur
and a post graduate diploma in management from as a governing board member in 2021. Further, he
International Management Institute, New Delhi. He is associated with Federation of Indian Chambers
was previously associated with InterGlobe Hotels of Commerce and Industry as an advisor of the
Private Limited as a regional director-development Environment, Social and Governance Task Force,
and with Pannell Kerr Forster Consultants Pvt. and with the Arun Duggal Centre of Excellence for
Ltd. as a consultant. Ashish Jakhanwala was also Research in Climate Change and Air Pollution at the
awarded the Gold Bernache by Accor in 2009. He Indian Institute of Technology, Delhi as a member
co-chaired the Tourism Committee of Federation of their Advisory Committee.
of Indian Chambers of Commerce and Industry Michael David Holland is an Independent Director

in 2018. He has experience in the field of hotel of our Company. He holds a bachelor’s degree in
operations, design, consulting and investment. Building Surveying from the Thames Polytechnic, a
Manav Thadani is a Non-Executive Director of our master’s degree in Property Development (Project
Company. He holds a bachelor’s degree in science Management) from the South Bank University,
and a master’s degree in arts each from New London, and is a fellow of the Royal Institution of
York University. Manav Thadani is an experienced Chartered Surveyors. He has work experience in
consultant in the field of hospitality and is the the commercial real estate sector in Asia. He has
founder and chairman of Hotelivate Private previously worked as the chief executive officer
Limited. He was previously associated with HVS of Embassy Office Parks Management Services
Licensing LLC. Private Limited and the chief executive officer of
Ajish Abraham Jacob is a Non- Executive
 Assets Property Management Services Private
Director of our Company. He holds a bachelor’s Limited. He set up the India business of JLL and
degree in commerce from the Mahatma Gandhi served as the country manager and managing
University, Kerela, and is a Certified Public director of its India business from 1998 to 2002.
Accountant from the State of Delaware, USA. He Aditya Jain is an Independent Director of our

has previously worked with Albazie & Co.(RSM) Company. He holds a bachelors’ degree in
and Ernst & Young, prior to joining Asiya Capital mechanical engineering from Birla Institute of
Investments Company K.S.C.P. He has been Technology, Ranchi University and masters’
associated with Asiya Capital Investments degree in business administration from Henley –
Company K.S.C.P. since 2013 and is currently The Management College, Brunel University. He is
the Assistant Vice President – Investments. the chairman and editorial director of International
Michael Peter Schulhof is a Non-Executive
 Market Assessment India Private Limited, an
Director of our Company. He holds a bachelor’s economic and business research company,
degree in arts from Grinnell College, Iowa and a established in 1996.
master’s degree in science from Cornell University, Archana Capoor is an Independent Director of our
New York. He also holds a degree of doctor of Company. She holds a master’s degree in business
philosophy (physics) from Brandeis University, administration from the University of Allahabad.
Massachusetts and was awarded an honorary She has experience across various sectors,
degree of doctor of philosophy in physics from including tourism and finance, and has previously
Grinnell College, Iowa. At present, Michael Peter worked with the Tourism Finance Corporation of
Schulhof is the chairman of GTI Holdings LLC. India as the chairman and managing director, the
Krishan Dhawan is an Independent Director of
 Indian Trust for Rural Heritage and Development
our Company. He holds a bachelor’s degree in as a member secretary and Jet Airways as a
economics from the University of Delhi, and a finance consultant.

60 ANNUAL REPORT 2023-24


STATUTORY REPORTS

REPORT ON CORPORATE GOVERNANCE (Contd.)

(c) Details of Board Meetings held during the financial year (April 01, 2023 to March 31, 2024)
During the financial year FY 2024, 11 (eleven) Board meetings were held as follows:

S. Date of Meeting Board Strength Number of


No. Directors present
1. June 27, 2023 07 06
2. July 21, 2023 07 07
3. August 09, 2023 07 07
4. August 17, 2023 08 08
5. August 31, 2023 08 08
6. September 05, 2023 08 07
7. September 18, 2023 08 08
8. October 11, 2023 08 08
9. November 08, 2023 08 08
10. February 02, 2024 08 08
11. March 21, 2024 08 08

Information placed before the Board: • 


Any issue, which involves possible public, or
The
 items placed before the Board for its approval, product liability claims of substantial nature,
inter-alia, include the following, to the extent including any judgment or order which, may
applicable: have passed strictures on the conduct of the
Company or taken an adverse view regarding
• 
Annual operating plans and budgets and any
another enterprise that can have negative
updates.
implications on the Company;
• Capital budgets and any updates.
• 
Details of any joint venture or collaboration
• 
Quarterly/Half Yearly/Yearly results for the agreement.
Company and its operating divisions or
• 
Transactions that involve substantial
business segments.
payment towards goodwill, brand equity, or
• 
Minutes of meetings of the audit committee intellectual property.
and other committees of the board of
• 
Significant labor problems and their proposed
directors.
solutions. Any significant development in
• 
The information on recruitment and Human Resources/ Industrial Relations
remuneration of senior officers just below front like signing of wage agreement,
the board level, including appointment or implementation of Voluntary Retirement
removal of the Chief Financial Officer and the Scheme etc.
Company Secretary.
• 
Sale of material nature, of investments,
• 
Show cause, demand, prosecution notices, subsidiaries, assets, which is not in normal
and penalty notices which are materially course of business.
important.
• 
Quarterly details of foreign exchange
• 
Fatal or serious accidents, dangerous exposures and the steps taken by
occurrences, any material effluent, or management to limit the risks of adverse
pollution problems. exchange rate movement, if material.
• 
Any material default in financial obligations • 
Non-compliance of any regulatory, statutory
to and by the Company, or substantial non- or listing requirements and shareholders
payment for goods sold by the Company. service such as non-payment of dividend,
delay in share transfer etc.

SAMHI HOTELS LIMITED 61


REPORT ON CORPORATE GOVERNANCE (Contd.)

(d) Attendance
 of each director at the meeting of the board of directors and the last Annual General Meeting of the
Company and memberships of Directors in other Indian entities Board and Board Committees#
The
 names and categories of Directors, their attendance at the Board meetings during the financial year and at the last
Annual General Meeting (‘AGM’) and also the number of Directorships in the Indian listed entities and the committee
positions held by them in Indian public limited entities and names of listed entities where they hold Directorships and
category of such Directorships are provided below:
S. Name of the Category Attendance at Number of Number of Committee Name of other Indian
No. Director Directorships Memberships of other listed entities in which
in Indian Indian public limited they are director &
listed entities entities (including category
(including SAMHI Hotels Limited)
SAMHI (Refer Note no. 2)
Board Last AGM Hotels Member Chairperson
meetings held on Limited)
held August (Refer Note
(Total 24, 2023 no. 1)
Board
meetings:
11)
Executive Directors
1. Mr. Ashish CMD 11 Yes 01 - - -
Jakhanwala & CEO
Non-Executive Directors
2. Mr. Manav Thadani NENID 11 Yes 01 - - -
3. Mr. Michael Peter NENID 11 No 01 01 01 -
Schulhof
4. Mr. Ajish Abraham NENID 08 No 01 - - -
Jacob
Independent Directors
5. Mr. Aditya Jain NEID 10 No 02 01 02 • Chemplast Sanmar
Limited (Director)
6. Mrs. Archana WNEID 11 No 06 03 02 • Birla Cable Ltd.
Capoor (Independent Director)
• Maral Overseas Ltd.
(Independent Director)
• RSWM Ltd.
(Independent Director)
• S Chand and Company
Ltd. (Independent
Director)
• Sandhar Technologies
Ltd. (Independent
Director)
7. Mr. Michael David NEID 10 No 02 01 01 • Nexus Select Mall
Holland Management Private
Limited [REIT listed]
(Non-Executive
Independent Director)
8. Mr. Krishan NEID 11 No 01 01 - -
Dhawan
#
Data presented above is after taking into account the disclosures furnished by the continuing Directors in the first
Board Meeting of the Financial Year 2025
Note
 no. 1: Excludes Directorships in private limited companies, foreign companies and companies registered under
Section 8 of the Act and the Directorships are reported for listed companies only, including SAMHI Hotels Limited.
None of the Directors holds Directorships in more than 20 companies as stipulated in Section 165 of the Act.
Note
 no. 2: The Committee Membership/Chairmanship includes Audit and Stakeholders’ Relationship Committee in
all listed and unlisted public companies, including SAMHI Hotels Limited.

62 ANNUAL REPORT 2023-24


STATUTORY REPORTS

REPORT ON CORPORATE GOVERNANCE (Contd.)

(e) Declaration by the Board of Directors


The
 Board of directors is of the opinion that the independent directors on the Board fulfill the conditions specified in
the SEBI LODR Regulations and are independent of the management.

(f) Skills / Expertise/Competencies of the Board of Directors


The
 Board comprises qualified and experienced members who possess the required skills, expertise and competencies
that allow them to make effective contributions to the Board and its Committees.
i. Core skill and expertise of Directors
The
 following is the list of core skills / expertise/ competencies identified by the Board of Directors as required
in the context of the Company’s business and that the said skills are available within the Board Members:

Leadership Leadership experience including in areas of business development, succession


planning, deriving change and long-term growth and guiding the Company and its
senior management towards its vision and values
Industry knowledge Experience Knowledge and experience in the business sector to provide strategic
guidance to the management in fast changing environment.
Strategy & Planning Develop and implement comprehensive strategic plans to facilitate company growth
and meet business objectives including market analysis, competitive analysis and
strategic positioning
Financial Acumen Knowledge and skills in accounting, finance, treasury management, tax and financial
management of large corporations with understanding of capital allocation, funding
and financial reporting processes
Risk Management Ability to understand and assess the key risks to the organization, legal compliances
and ensure that appropriate policies and procedures are in place to effectively manage
risk.
Business & Operations Competition experience in deriving business success around the world with an
understanding of diverse business environments, economic conditions and regulatory
frameworks.
Governance & Implementing good corporate governance practices, reviewing compliance and
Regulatory governance practices for a sustainable growth of the Company and protecting
stakeholder’s interest.
ii. The table below summarizes the key attributes and skills matrix, identified by the Board of Directors, as
required in the context of business, which is to be considered while selecting the Director:
Area of skills/ Mr. Ashish Mr. Manav Mr. Krishan Ms. Archana Mr. Michael Mr. Michael Mr. Aditya Mr. Ajish
expertise/ Jakhanwala Thadani Dhawan Kapoor Peter David Jain Abraham
competence Schulhof Holland Jacob
Leadership        
Industry   -    - -
knowledge
Strategy &        
Planning
Financial        
Acumen
Risk        
Management
Business &        
Operations
Governance &        
Regulatory

SAMHI HOTELS LIMITED 63


REPORT ON CORPORATE GOVERNANCE (Contd.)

(g) Separate meeting of Independent Directors relating to the Company to ensure that the
A separate meeting of Independent Directors of financial statements are correct, sufficient
the Company was held on February 29, 2024, to and credible.
interalia: ii. Recommendation for appointment, re-
a. review the performance of non-independent appointment, replacement, remuneration
directors and Board as a whole; and terms of appointment of auditors of the
Company and the fixation of the audit fee.
b. review the performance of the chairperson of
the Company, taking into account the views iii. Approval of payment to statutory auditors for
of executive directors and non-executive any other services rendered by the statutory
directors; auditors.

c. assess the quality, quantity and timeliness iv. Reviewing, with the management, the annual
of flow of information between the Company financial statements and auditor’s report
management and Board that is necessary thereon before submission to the Board for
for the Board to effectively and reasonably approval, with particular reference to:
perform their duties. • Matters required to be included in the
director’s responsibility statement to be
All the directors participated in the meeting.
included in the Board’s report in terms
IV. COMMITTEES OF THE BOARD OF DIRECTORS OF of clause (c) of sub-section 3 of Section
THE COMPANY 134 of the Act;
• Changes, if any, in accounting policies
1. AUDIT COMMITTEE
and practices and reasons for the same;
A. Brief Description of Terms of Reference
• 
Major accounting entries involving
The current terms of reference of the Audit estimates based on the exercise of
Committee fully conform to the requirements judgment by management;
of Regulation 18 of the SEBI LODR Regulations
• Significant adjustments made in the
as well as Section 177 of the Act. The Audit
financial statements arising out of audit
Committee shall be responsible for, among other
findings;
things, as may be required by the relevant stock
• 
Compliance with listing and other
exchange(s) in India where the equity shares of
legal requirements relating to financial
the Company are proposed to be listed (the “Stock
statements;
Exchanges”) from time to time, the following:
• Disclosure of any related party
1. Powers of Audit Committee
transactions; and
The Audit Committee shall have powers, including
• Modified opinion(s) in the draft audit
the following:
report.
• to investigate any activity within its terms of
v. 
Reviewing, with the management, the
reference;
quarterly, half-yearly and annual financial
• to seek information from any employee; statements before submission to the Board
• to obtain outside legal or other professional for approval.
advice; vi. 
Reviewing, with the management, the
• 
to secure attendance of outsiders with statement of uses / application of funds
relevant expertise, if it considers necessary; raised through an issue (public issue, rights
and issue, preferential issue, etc.), the statement
• such powers as may be prescribed under the of funds utilized for purposes other than
Act and SEBI LODR Regulations. those stated in the issue document /
prospectus / notice and the report submitted
2. Role of Audit Committee
by the monitoring agency monitoring the
The role of the Audit Committee shall include the utilization of proceeds of a public issue or
following: rights issue or preferential issue, and making
i. Oversight of financial reporting process appropriate recommendations to the Board
and the disclosure of financial information to take up steps in this matter.

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REPORT ON CORPORATE GOVERNANCE (Contd.)

vii. Reviewing and monitoring the auditor’s of audit fees and approval for payment for
independence and performance, and any other services.
effectiveness of audit process. xix. 
Reviewing the functioning of the whistle
viii. Approval of any subsequent modification blower mechanism.
of transactions of the Company with xx. Overseeing the vigil mechanism established
related parties and omnibus approval for by the Company, with the chairman of the
related party transactions proposed to be Audit Committee directly hearing grievances
entered into by the Company, subject to the of victimization of employees and directors,
conditions as may be prescribed; who used vigil mechanism to report genuine

Explanation: The term “related party concerns in appropriate and exceptional
transactions” shall have the same meaning cases.
as provided in Regulation 2(1)(zc) of the SEBI xxi. Approval of appointment of chief financial
LODR Regulations and/or the applicable officer (i.e., the whole-time finance Director
Accounting Standards and/or the Act. or any other person heading the finance
ix. Scrutiny of inter-corporate loans and function or discharging that function) after
investments. assessing the qualifications, experience and
x. Valuation of undertakings or assets of the background, etc. of the candidate.
Company, wherever it is necessary. xxii. Reviewing the utilization of loans and/or
xi. Evaluation of internal financial controls and advances from/investment by the holding
risk management systems. company in the subsidiary exceeding ₹
1,000,000,000 or 10% of the asset size of
xii. 
Reviewing, with the management,
the subsidiary, whichever is lower including
performance of statutory and internal
existing loans/ advances/ investments
auditors, adequacy of the internal control
existing as on the date of coming into force
systems.
of this provision.
xiii. Reviewing the adequacy of internal audit
xxiii. Considering and commenting on rationale,
function, if any, including the structure
cost-benefits and impact of schemes
of the internal audit department, staffing
involving merger, demerger, amalgamation
and seniority of the official heading the
etc., on the listed entity and its shareholders.
department, reporting structure coverage
and frequency of internal audit. xxiv. Approving the key performance indicators for
disclosure in the offer documents.
xiv. Discussion with internal auditors of any
significant findings and follow up there on. xxv. Carrying out any other functions required to
be carried out by the Audit Committee as may
xv. Reviewing the findings of any internal
be decided by the Board and/or as provided
investigations by the internal auditors into
under the Act, or as contained in the SEBI
matters where there is suspected fraud or
LODR Regulations or any other applicable
irregularity or a failure of internal control
law, as and when amended from time to time.
systems of a material nature and reporting
the matter to the Board. Further, the Audit Committee shall mandatorily

review the following information:
xvi. Discussion with statutory auditors before
the audit commences, about the nature i. 
management discussion and analysis of
and scope of audit as well as post-audit financial condition and results of operations;
discussion to ascertain any area of concern. ii. statement of significant related party
xvii. Looking into the reasons for substantial transactions (as defined by the Audit
defaults in the payment to depositors, Committee), submitted by management;
debenture holders, shareholders (in case iii. management letters / letters of internal
of non-payment of declared dividends) and control weaknesses issued by the statutory
creditors. auditors;
xviii. Recommending to the Board the appointment iv. 
internal audit reports relating to internal
and removal of the external auditor, fixation control weaknesses;

SAMHI HOTELS LIMITED 65


REPORT ON CORPORATE GOVERNANCE (Contd.)

v. the appointment, removal and terms of remuneration of the chief internal auditor; and
vi. statement of deviations in terms of the SEBI LODR Regulations:
• quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s); and
• annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/
notice.
B. Composition, name of members and chairperson
The Audit Committee comprises of the following members as on March 31, 2024:
S. Name of the Director Category Committee
No. Position
1. Mr. Aditya Jain NEID Chairperson
2. Mr. Krishan Dhawan NEID Member
3. Mr. Michael Peter Schulhof #
NENID Member
4. *Ms. Archana Capoor WNEID Member
* The Board of Directors has reconstituted the Audit Committee of the Company with the induction of Ms. Archana
Capoor, WNEID of the Company, in their meeting held on May 29, 2024.
#
Post financial year 2023-24, Mr. Michael Peter Schulhof has resigned as Non-Executive Non-Independent Director
from the Board of the Company, w.e.f. June 27, 2024 and consequently, he shall also cease to be a member of the
Committee(s) of the Board.
Further post financial year 2023-24, the Board of Directors has reconstituted the Audit Committee in their meeting
held on August 02, 2024 and the current composition details are as follows:
S. Name of the Director Category Committee
No. Position
1. Mr. Aditya Jain NEID Chairperson
2. Mr. Krishan Dhawan NEID Member
3. Mr. Ajish Abraham Jacob# NENID Member
4. Ms. Archana Capoor WNEID Member
C. Meetings and attendance during the financial year
The attendance at the meetings of the Audit Committee held during the financial year under review is as under:
S. Name of Chairperson/ Designation Date of meetings (Total meetings held: 06)
No. Member in the July August August October November February
Committee 21, 2023 16, 2023 31, 2023 11, 2023 08, 2023 02, 2024
1. Mr. Aditya Jain NEID      
2. Mr. Krishan Dhawan NEID      
3. Mr. Michael Peter NENID      
Schulhof
4. Ms. Archana Capoor WNEID N.A. N.A. N.A. N.A. N.A. N.A.
(appointed as member
w.e.f. May 29, 2024)

2. NOMINATION AND REMUNERATION COMMITTEE


A. Brief Description of Terms of Reference
The Nomination and Remuneration Committee shall be responsible for, among other things, the following:
• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and
other employees.
• Formulation of criteria for evaluation of performance of independent directors and the Board.
• Devising a policy on Board diversity.

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REPORT ON CORPORATE GOVERNANCE (Contd.)

• Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws, as
amended from time to time
• Identifying persons who are qualified to become directors and who may be appointed in senior management
in accordance with the criteria laid down, and recommend to the Board their appointment and removal and
carrying out evaluation of every director’s performance (including independent director).
• Whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors.
• Recommend to the Board, all remuneration, in whatever form, payable to senior management.
• Carrying out any other activities as may be delegated by the Board and functions required to be carried out
by the Nomination and Remuneration Committee as contained in the SEBI LODR Regulations or any other
applicable law, as and when amended from time to time.
The Nomination and Remuneration Committee, while formulating the Remuneration Policy, should ensure that —
a. the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors
of the quality required to run the Company successfully;
b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c. remuneration to directors, key managerial personnel and senior management involves a balance between
fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the
Company and its goals.
In addition, the Nomination and Remuneration Committee has also been empowered to perform such functions as
are required to be performed by the compensation committee/Nomination and Remuneration Committee under the
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, including the following:
a. administering the employee stock option plans of the Company as instituted from time to time, including the
ESOP Schemes;
b. determining the eligibility of employees to participate under the employee stock option plans;
c. granting options to eligible employees and determining the date of grant under the employee stock option plans;
d. determining the number of options to be granted to an employee under the employee stock option plans;
e. determining the exercise price under the employee stock option plans; and
f. construing and interpreting the employee stock option plans and any agreements defining the rights and
obligations of the Company and eligible employees under the employee stock option plans, and prescribing,
amending and/or rescinding rules and regulations relating to the administration of the employee stock option
plans.
B. Composition, name of members and chairperson
The Nomination and Remuneration Committee comprises of the following members as on March 31, 2024:
S. Name of the Director Category Committee
No. Position
1. Mr. Michael David Holland NEID Chairperson
2. Mr. Aditya Jain NEID Member
3. Mr. Michael Peter Schulhof #
NENID Member
#
Post financial year 2023-24, Mr. Michael Peter Schulhof has resigned as Non-Executive Non-Independent Director
from the Board of the Company, w.e.f. June 27, 2024 and consequently, he shall also cease to be a member of the
Committee(s) of the Board.
Further post financial year 2023-24, the Board of Directors has reconstituted the Nomination and Remuneration
Committee in their meeting held on August 02, 2024 and the current composition details are as follows:
S. Name of the Director Category Committee
No. Position
1. Mr. Michael David Holland NEID Chairperson
2. Mr. Aditya Jain NEID Member
3. Mr. Krishan Dhawan NENID Member
SAMHI HOTELS LIMITED 67
REPORT ON CORPORATE GOVERNANCE (Contd.)

C. Meetings and attendance during the financial year


The attendance at the meetings of the Nomination and Remuneration Committee held during the financial year under
review is as under:
S. Name of Chairperson/ Member Designation in the Date of meetings
No. Committee (Total meetings held: 01)
March 20, 2024
1. Mr. Michael David Holland NEID 
2. Mr. Aditya Jain NEID 
3. Mr. Michael Peter Schulhof NENID 
D. Performance Evaluation criteria of Independent Directors
In terms of Regulation 19(4) read with section A(2) of Part D of Schedule II to SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015, the Company has framed a policy stipulating the criteria for evaluation of directors
and the Board.
During the year under review, the Independent Directors of the Company met on February 29, 2024 inter-alia, for:
i. Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.
ii. Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non- Executive
Directors.
iii. Evaluation of the quality, content and timelines of flow of information between the Management and the Board
that is necessary for the Board to effectively and reasonably perform its duties.
E. Nomination And Remuneration Policy
In line with the requirement of the SEBI LODR Regulations, the Board has adopted the Nomination and Remuneration
Policy, a copy of which is placed on the website of the Company at https://samhi.co.in/wp-content/uploads/2024/02/
Nomination-and-Remuneration-Policy.pdf.

3. STAKEHOLDERS’ RELATIONSHIP COMMITTEE


A. Brief Description of Terms of Reference
The Stakeholders’ Relationship Committee has been constituted to look, among other things, as may be required
under applicable law, the following:
• Considering and looking into various aspects of interest of shareholders, debenture holders and other security
holders.
• Redressal of grievances of the security holders of the Company, including complaints in respect of allotment
of Equity Shares, transfer/ transmission of Equity Shares, non-receipt of share certificates, declared dividends,
annual reports, balance sheets of the Company, general meetings, etc.
• Giving effect to allotment of Equity Shares, approval of transfer or transmission of Equity Shares, debentures or
any other securities.
• Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.
• Reviewing measures taken for effective exercise of voting rights by shareholders.
• Reviewing adherence to the service standards adopted by the Company in respect of various services being
rendered by the registrar and share transfer agent.
• Reviewing the various measures and initiatives undertaken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the
shareholders of the Company.
• Carrying out any other functions required to be carried out by the Stakeholders’ Relationship Committee as
contained in the SEBI LODR Regulations or any other applicable law, as and when amended from time to time.

68 ANNUAL REPORT 2023-24


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REPORT ON CORPORATE GOVERNANCE (Contd.)

B. Composition and other required details


The Stakeholders’ Relationship Committee comprises of the following Directors:

S. Name of the Director Category Committee


No. Position
1. Mr. Michael Peter Schulhof# NENID Chairperson
2. Mr. Michael David Holland NEID Member
3. Mr. Aditya Jain NEID Member
Mr. Sanjay Jain is acting as Senior Director – Corporate Affairs, Company Secretary Compliance Officer of the Company.
#
Post financial year 2023-24, Mr. Michael Peter Schulhof has resigned as Non-Executive Non-Independent Director
from the Board of the Company, w.e.f. June 27, 2024 and consequently, he shall also cease to be a member of the
Committee(s) of the Board.
Further post financial year 2023-24, the Board of Directors has reconstituted the Stakeholder’s Relationship
Committee in their meeting held on August 02, 2024 and the current composition details are as follows:
S. Name of the Director Category Committee
No. Position
1. Mr. Michael David Holland NEID Chairperson
2. Mrs. Archana Capoor NEID Member
3. Mr. Aditya Jain NEID Member
C. Shareholders’ Complaints status during the financial year 2023-24

Number of shareholders’ Number of shareholders’ complaints not Number of pending


complaints received solved to the satisfaction of shareholders shareholders’ complaints
116 Nil Nil
Note: The letters received from shareholders for routine matters such as requests for non-receipt of Annual
Report, shareholders lists, etc. were redressed/ resolved/ replied promptly in usual and proper manner to the entire
satisfaction of the shareholders.

4. RISK MANAGEMENT COMMITTEE


A. Brief Description of Terms of Reference
The role and responsibility of the Risk Management Committee shall be as follows:
• Formulation of a detailed risk management policy which shall include: (a) a framework for identification of
internal and external risks specifically faced by the listed entity, in particular including financial, operational,
sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may
be determined by the Risk Management Committee; (b) measures for risk mitigation including systems and
processes for internal control of identified risks; and (c) business continuity plan;
• Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;
• Monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk
management systems;
• Periodically review the risk management policy, at least once in two years, including by considering the changing
industry dynamics and evolving complexity, and recommend for any amendment or modification thereof, as
necessary;
• Keep the Board of directors of the Company informed about the nature and content of its discussions,
recommendations and actions to be taken; and
• Review the appointment, removal and terms of remuneration of the chief risk officer (if any).
• To implement and monitor policies and/or processes for ensuring cyber security;
• Any other similar or other functions as may be laid down by Board from time to time and/or as may be required
under applicable law, as and when amended from time to time, including the SEBI LODR Regulations.

SAMHI HOTELS LIMITED 69


REPORT ON CORPORATE GOVERNANCE (Contd.)

B. Risk Management Policy


The Board has adopted the Risk Management Policy, copy of which is available on the website of the Company at
https://samhi.co.in/wp-content/uploads/2024/02/Risk-Management-Policy.pdf.
C. Composition, name of members and chairperson
The Risk Management Committee comprises of the following members as on March 31, 2024:

S. Name of the Director Category Committee


No. Position
1. Ms. Archana Capoor NEID Chairperson
2. Mr. Michael David Holland NEID Member
3. Mr. Manav Thadani NENID Member
D. Meetings and attendance during the financial year
The attendance at the meetings of the Risk Management Committee held during the financial year under review is as
under:

S. Name of Chairperson/ Member Designation in the Date of meetings


No. Committee (Total meetings held: 01)
March 21, 2024
1. Ms. Archana Capoor NEID 
2. Mr. Michael David Holland NEID 
3. Mr. Manav Thadani, NENID 

5. CORPORATE SOCIAL RESPONSIBILITY AND ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE (CSR & ESG
COMMITTEE)**
A. Brief Description of Terms of Reference
The Corporate Social Responsibility Committee be and is hereby authorized to perform the following functions:
i. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the
activities to be undertaken by the Company as specified in Schedule VII of the Act.
ii. Review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a).
iii. Monitor the corporate social responsibility policy of the Company and its implementation from time to time.
iv. Any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of
the Board or as may be directed by the Board and/or as may be required under applicable law, as and when
amended from time to time.
**The Board of Directors has changed the nomenclature of Corporate Social Responsibility Committee to Corporate
Social Responsibility and Environmental, Social and Governance Committee (‘CSR & ESG Committee’), in their
meeting held on March 21, 2024.
B. Composition and other required details
The CSR & ESG Committee comprises of the following Directors:

S. Name of the Director Category Committee


No. Position
1. Mr. Krishan Dhawan NEID Chairperson
2. Mr. Archana Capor NEID Member
3. Mr. Michael Peter Schulhof #
NENID Member
#
Post financial year 2023-24, Mr. Michael Peter Schulhof has resigned as Non-Executive Non-Independent Director
from the Board of the Company, w.e.f. June 27, 2024 and consequently, he shall also cease to be a member of the
Committee(s) of the Board.

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STATUTORY REPORTS

REPORT ON CORPORATE GOVERNANCE (Contd.)

Further post financial year 2023-24, the Board of Directors has reconstituted the CSR & ESG Committee in their
meeting held on August 02, 2024 and the current composition details are as follows:
S. Name of the Director Category Committee
No. Position
1. Mr. Krishan Dhawan NEID Chairperson
2. Mrs. Archana Capoor NEID Member
3. Mr. Michael David Holland NEID Member
C. Meetings and attendance during the financial year
The attendance at the meetings of the CSR & ESG Committee held during the financial year under review is as under:

S. Name of Chairperson/ Member Designation in the Date of meetings


No. Committee (Total meetings held: 01)
March 21, 2024
1. Mr. Krishan Dhawan NEID 
2. Mrs. Archana Capoor NEID 
3. Mr. Michael Peter Schulhof NENID 
D. Corporate Social Responsibility Policy
The Board has adopted the Corporate Social Responsibility Policy, copy of which is available on the website of the
Company at https://samhi.co.in/wp-content/uploads/2024/02/Corporate-Social-Responsibility-Policy.pdf.

6. SENIOR MANAGEMENT
The details of Senior Management of the Company including the changes therein since the close of the previous financial
year:

S. Name of Senior Designation Changes, if any


No. Management Personnel
1. Mr. Rajat Mehra Chief Financial Officer -
2. Mr. Gyana Das Executive Vice President and Head of Investments -
3. Mr. Sanjay Jain Senior Director-Corporate Affairs, -
Company Secretary & Compliance Officer
4. Ms. Tanya Chakravarty General Counsel -

V. DETAILS OF REMUNERATION PAID TO DIRECTOR FOR THE FINANCIAL YEAR 2023-24

1. Remuneration paid or payable to Executive Directors for F.Y. 2023-24


S. Name of Particulars Amount (in `) No. of ESOPs No. of equity
No. Executive held in the shares held & %
Director Company holding in the
Company
1. Mr. Ashish - Salaries & Allowances 32,299,398.00 952,841* 878,290 (0.4%)**
Jakhanwala - Perquisites 1,556,400.00
- Company’s contribution to PF & 1,680,840.00
Superannuation
- Management Incentive Plan 55,432,500.00
* ESOPs were allotted on March 28, 2024 and the same has been credited post financial year 2023-24
** It does not include ESOPs allotted on March 28, 2024

SAMHI HOTELS LIMITED 71


REPORT ON CORPORATE GOVERNANCE (Contd.)

2. Remuneration paid to the Non-Executive Directors for F.Y. 2023-24


S. Name of the Non-Executive Particulars Amount (in `) No. of ESOPs No. of equity shares
No. Directors held in the held & % holding in
Company the Company
1. Mrs. Archana Capoor - Sitting Fee 1,300,000.00 - -
2. Mr. Manav Thadani - Sitting Fee 1,200,000.00 - 904,144
(0.41%)
3. Mr. Krishan Dhawan - Sitting Fee 1,800,000.00 - -
4. Mr. Aditya Jain - Sitting Fee 1,800,000.00 - -
5. Mr. Michael David Holland - Sitting Fee 1,400,000.00 - -
6. Mr. Michael Peter Schulhof - Sitting Fee 2,000,000.00 - -
Note: No remuneration or sitting fees has been paid to Mr. Ajish Abraham Jacob, NENID of the Company.
• Pecuniary relationships with non-executive directors
During the Financial Year 2023-24, there were no material pecuniary relationships or transactions with any non-
executive director of the Company except payment of sitting fees for attending the board and committee meetings.
• Criteria for making payment to non-executive directors
The Company did not pay remuneration to Non-Executive Directors, except sitting fees for attending the board
and committee meetings.

VI. INFORMATION ON GENERAL BODY MEETINGS AND DETAILS OF SPECIAL RESOLUTIONS PASSED
The details of last 3 AGMs are as under:
Details of AGMs held Mode of AGM Details of Special Resolution(s)
(No. of AGM, Date, Time & Venue) conducted passed at AGM
13th AGM: August 24, 2023 at 04:00 p.m. IST at Caspia Hotels Physical No Special Resolutions were
Delhi, District Centre Crossing, Opp. Galaxy Toyota Outer Ring passed at the 13th AGM of the
Road, Haiderpur, Shalimar Bagh, Delhi-110088, India Company.
12th AGM: December 22, 2022 at 11:00 a.m. IST at Caspia Hotels Physical No Special Resolutions were
Delhi, District Centre Crossing, Opp. Galaxy Toyota Outer Ring passed at the 12th AGM of the
Road, Haiderpur, Shalimar Bagh, Delhi-110088, India Company.
11th AGM: February 18, 2022 at 12:00 noon IST at Caspia Hotels Physical No Special Resolutions were
Delhi, District Centre Crossing, Opp. Galaxy Toyota Outer Ring passed at the 11th AGM of the
Road, Haiderpur, Shalimar Bagh, Delhi-110088, India Company.
Postal Ballot: No resolution has been passed as special resolution through postal ballot during the financial year ended
March 31, 2024. At the ensuing Annual General Meeting, there is no resolution proposed to be passed by postal ballot.

VII. SHAREHOLDERS MEANS OF COMMUNICATION


a. Quarterly and Annual Results, Quarterly/ half-yearly/ annual results of the Company were considered
newspapers wherein results normally and approved by the board of directors during the financial year under
published review and the same were informed to the stock exchange(s). The said
results have also been generally published in widely circulated national
newspapers viz. Financial Express (English daily) and the local vernacular,
Jansatta (Hindi daily). These are made available on the Company’s
Website https://samhi.co.in/?page_id=13002
b. News Releases, Presentation etc. The Company has established systems and procedures to disseminate
relevant information to its stakeholders, including shareholders, analysts,
employees and the public at large. All the official news releases and
presentations are made available at the website of the Company.
c. Website https://samhi.co.in/
d. Whether presentations were made to Yes, the presentations made to institutional investors/analysts are also
Institutional Investors or to the analysts? displayed on the Company’s website.

72 ANNUAL REPORT 2023-24


STATUTORY REPORTS

REPORT ON CORPORATE GOVERNANCE (Contd.)

VIII. GENERAL SHAREHOLDER INFORMATION

a. 14th Annual General Meeting (FY: 2024)


- Day, Date and Time Thursday, September 19, 2024 at 12:00 noon IST
- Venue The Company is conducting the AGM through Video Conferencing
pursuant to the MCA Circulars. As such there is no requirement of
a venue for the AGM. The Registered Office of the Company shall
be the deemed venue of the AGM.
b. Financial Year April 01, 2023 to March 31, 2024
c. Dividend payment date No dividend on Equity Shares is proposed to be declared at the
forthcoming Annual General Meeting
d. Listing Information - BSE Limited
Phiroze JeeJee Bhoy Towers, Dalal Street, Mumbai-400001,
Maharashtra, India
- National Stock Exchange of India Limited
Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla
Complex, Bandra (East), Mumbai-400051, Maharashtra,
India
Listing Fees for the financial year 2023-24 has been paid within
due dates to both the Stock Exchanges where the Equity Shares
of the Company are listed.
f. Stock Code BSE Scrip Code: 543984
NSE Scrip Code: SAMHI
Note: No securities of the Company have been suspended from trading on the Stock Exchanges
g. *Market Price Data of the Company from April 2023 to March 2024:

BSE Limited National Stock Exchange of India Limited

High Low High Low


(in `) (in `) (in `) (in `)

April 2023 N.A. N.A. N.A. N.A.

May 2023 N.A. N.A. N.A. N.A.

June 2023 N.A. N.A. N.A. N.A.

July 2023 N.A. N.A. N.A. N.A.

August 2023 N.A. N.A. N.A. N.A.

September 2023 155.90 127.25 155.90 127.25

October 2023 170.85 137.00 170.85 137.00

November 2023 178.80 147.95 178.80 147.95

December 2023 186.30 155.00 186.30 155.00

January 2024 197.70 167.95 197.70 167.95

February 2024 237.85 181.55 237.85 181.55

March 2024 228.80 199.60 228.80 199.60


Note: Not Applicable as the Company got listed w.e.f. September 22, 2023.
* Source: www.bseindia.com; www.nseindia.com

SAMHI HOTELS LIMITED 73


REPORT ON CORPORATE GOVERNANCE (Contd.)

h. Performance of the Company’s Scrip movement in comparison to broad based indices


i. Share price movement with BSE Sensex

SAMHI VS BSE (Monthly basis)

230.00 85,000
220.00
SAMHI Share Price (in `)

210.00 80,000
200.00

BSE Sensex
190.00 75,000
180.00
170.00 70,000
160.00
150.00 65,000
140.00
130.00 60,000
Sep-23

Oct-23

Nov-23

Dec-23

Jan-24

Feb-24

Mar-24

Apr-24

May-24

Jun-24

Jul-24
SAMHI BSE

ii. Share price movement with NSE Nifty

SAMHI VS NSE (Monthly basis)

220 25,000
210
24,000
SAMHI Share Price (in `)

200
23,000
190
22,000
NSE Nifty

180
170 21,000
160
20,000
150
19,000
140
130 18,000
Sep-23

Oct-23

Nov-23

Dec-23

Jan-24

Feb-24

Mar-24

Apr-24

May-24

Jun-24

Jul-24

SAMHI NSE

74 ANNUAL REPORT 2023-24


STATUTORY REPORTS

REPORT ON CORPORATE GOVERNANCE (Contd.)

i. Registrar to an Issue and Transfer Agents and Share Transfer System


• KFIN Technologies Limited (formerly known as Kfin Technologies Private Limited)
Selenium Tower B, Plot no 31-32, Gachibowli
Financial District, Nanakramguda, Hyderabad – 500 032, India
Telephone: 040-67162222/ 79611000
Facsimile: +91 40 2343 1551
Toll Free: 18003094001
Investor grievance id: einward.ris@kfitech.com
Website: www.kfintech.com
Contact Person: Mr. Purushotham Mansha Amin
j. Distribution of Shareholding of the Company as on March 31, 2024
Distribution Schedule as on March 31, 2024 (Total)
S. Category No. of Cases % of Cases Amount % of Amount
No.
1 1-5000 44,431 98.761892 10,291,095 4.719921
2 5001 - 10000 243 0.540144 1,790,180 0.821050
3 10001 - 20000 117 0.260069 1,728,185 0.792617
4 20001 - 30000 41 0.091135 1,035,755 0.475040
5 30001 - 40000 11 0.024451 400,436 0.183656
6 40001 - 50000 22 0.048902 1,014,365 0.465230
7 50001 - 100000 30 0.066684 2,278,811 1.045157
8 100001 & Above 93 0.206722 199,496,499 91.497329
Total: 44,988 100.00 218,035,326 100.00
k. Dematerialization of shares and Liquidity
As on March 31, 2024, 100% of the Equity Capital of the Company have been dematerialized. The shares of the
Company are traded on BSE Limited, Mumbai and the National Stock Exchange of India Limited, Mumbai and have
good liquidity.

l. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on Equity
No instrument is outstanding for conversion and/or allotment.
m. Plant Location
In view of the nature of business activities carried out by the Company, it doesn’t have any manufacturing plant location.
n. Address for Correspondence:
• Corporate office:
14th Floor, Building 10 C Cyber City, Phase-II, Gurugram, Haryana, India-122002
Tel No: +91 124 4910 100
Fax No.: +91 1244910 199
• Registered office:
Caspia Hotels Delhi, District Centre Crossing, Opp. Galaxy Toyota, Outer Ring Road, Haider Pur, Shalimar Bagh,
North West, Delhi, India-110088
Tel No: 91 124 4910 100
E-mail: compliance@samhi.co.in
Website: https://samhi.co.in/
• Compliance Officer of the Company:
Mr. Sanjay Jain
Senior Director- Corporate Affairs, Company Secretary & Compliance Officer
Tel No: +91 124 4910 100
Fax No.: +91 1244910 199
Email: compliance@samhi.co.in

SAMHI HOTELS LIMITED 75


REPORT ON CORPORATE GOVERNANCE (Contd.)

o. List of Credit Rating obtained by the entity along with any revisions thereto during the relevant financial year, for
all debt instruments of such entity or any fixed deposit program or any scheme or proposal of the listed entity
involving mobilization of funds, whether in India or abroad
During the financial year 2023-24, the Company has obtained the following credit ratings:
Credit Ratings Agency Facilities/ Instruments Rating at the beginning of the Revised rating during the
financial year under review financial year under review
Care Ratings Ltd. Long-term bank facilities CARE BBB(RWD) CARE BBB+; Positive
Long-term/ short-term CARE BBB/ CARE A3+ (RWD) CARE BBB+; Positive/CARE A2
bank facilities
IX. OTHER DISCLOSURES
• Disclosure on materially significant related No materially significant related party transaction i.e. transactions
party transactions i.e. transactions of of the Company of material nature, with its promoters, the directors
the Company of material nature, with its or the management, their subsidiaries or relatives etc. that may
promoters, the directors or the management, have potential conflict with the interests of the Company at large
their subsidiaries or relatives etc. that may was entered during the financial year ended March 31, 2024.
have potential conflict with the interests of
the Company at large
• Details of number of Shares & Convertible As on date, no Non-Executive Director holds any share in the
Instruments held by Non-Executive Directors Company.
• Details of non-compliance by the Company, None
penalties and strictures imposed on the
Company by Stock Exchanges or SEBI or any
statutory authority, on any matter related to
capital markets, during the past three years.
• Details of establishment of Vigil mechanism/ The Company has established the Vigil mechanism/ Whistle
Whistle blower policy, and affirmation that no blower policy. The policy is also available on the website (https://
personnel have been denied access to the samhi.co.in/) of the Company. Further, no person was denied
audit committee. access to the Audit committee.
• 
Details of Compliance with mandatory As on date, the Company is in full compliance with the mandatory
requirements and adoption of the non- requirements of the SEBI LODR Regulations. Further, following
mandatory requirements non-mandatory requirements are also adopted by the Company:
1. Modified opinion(s) in audit report: During the financial year
under review, the Statutory Auditors have given an unmodified
audit opinion on the Company’s financial statements. The
Company continues to adopt best practices to ensure a track
record of financial statements with unmodified audit opinion.
• 
Details of Familiarization program for https://samhi.co.in/wp-content/uploads/2024/07/SAMHI_
Independent Directors Details-of-IDs-Familiarization-programmes.pdf
• Policy on Related Party Transaction https://samhi.co.in/wp-content/uploads/2024/02/Policy-on-
Materiality-of-Related-Party-Transactions.pdf
• Policy for determining ‘material’ subsidiaries https://samhi.co.in/wp-content/uploads/2024/02/Policy-on-
Material-Subsidiaries.pdf
• 
Disclosure on Commodity price risks or Not Applicable
Foreign Exchange risk and hedging activities
• Prevention of insider trading The Prevention of Insider Trading Policy is available on the
Company‘s website. The link to access is https://samhi.co.in/
wp-content/uploads/2024/02/Code-of-Conduct-for-Prevention-
of-Insider-Tranding-and-Code-for-Practices-for-fair-disclosure-
of-UPSI_compressed.pdf

76 ANNUAL REPORT 2023-24


STATUTORY REPORTS

REPORT ON CORPORATE GOVERNANCE (Contd.)

• 
Details of the utilization of funds raised Not Applicable
through preferential allotment or qualified
institutions placement as specified under
Regulation 32 (7A).
• 
Where the board had not accepted any Not Applicable
recommendation of any committee of the
board which is mandatorily required, in
the relevant financial year, the same to be
disclosed along with reasons thereof
• 
Disclosure under Sexual Harassment S. No. of No of complaints No. of complaints
of Women at WorkPlace (Prevention, No complaints disposed off during pending at
Prohibition and Redressal) Act, 2013. There filed during the the financial year the end of the
was no complaint during the year under financial year financial year
Sexual Harassment of Women at Workplace 1. Nil Nil Nil
Prevention, Prohibition and Redressal) Act,
2013:
• Disclosure by listed entity and its subsidiaries Nil
of ‘Loans and advances in the nature of loans
to firms/companies in which directors are
interested by name and amount
• 
Details of material subsidiaries of the Particulars Name of Material Subsidiaries
listed entity; including the date and place SAMHI JV SAMHI Barque Ascent Duet India
of incorporation and the name and date of Business Hotels Hotels Hotels Hotels
appointment of the statutory auditors of such Hotels (Ahmedabad) Private Private (Pune)
subsidiaries Private Private Limited Limited Private
Limited Limited Limited
Date & February February 01, March 27, July 05, July 21,
Place of 15, 2011 2005 2008 2005 2006
incorporation Delhi Ahmedabad Delhi Mumbai Mumbai
Name of B S R & Co. LLP, Chartered Accountants
statutory
auditors
appointed
Date of September September September September September
appointment 30, 2022 30, 2022 30, 2022 30, 2022 30, 2023
of the
statutory
auditors

• Disclosures with respect to demat suspense Not Applicable


account/ unclaimed suspense account
• Details of total fees paid to Statutory Auditors The details of total fees for all the services paid by the Company
and its subsidiary, on a consolidated basis, to the statutory auditor,
M/s B S R & Co. LLP, Chartered Accountants, and all entities in the
network firm/ network entity of which the statutory auditor is a
part, for the financial year 2023-24:
(Amount in ` mn)
S. Type of Service Standalone Consolidated
No.
1. Statutory Audit Fee* 16.83* 40.30*
*The above statutory audit fees include payment of other services,
if any.

SAMHI HOTELS LIMITED 77


REPORT ON CORPORATE GOVERNANCE (Contd.)

X. 
CERTIFICATE FROM THE PRACTICING COMPANY SECRETARY REGARDING NON-DEBARMENT AND NON-
DISQUALIFICATION OF DIRECTORS
FCS Sharad Tyagi of M/s T. Sharad & Associates, Practicing Company Secretaries, (Membership no.: 5975 and Certificate
of Practice No.: 6129) has issued a certificate pursuant to Regulation 34(3) read with Clause 10(i) of Paragraph C of
Schedule V of the SEBI LODR Regulations, certifying that none of the Directors on the Board of the Company as on
March 31, 2024 has been debarred or disqualified from being appointed or continuing as directors of the Company by
SEBI, the Ministry of Corporate Affairs or any such statutory authority. This certificate is annexed to this Annual Report as
Annexure No. 1.
XI. CEO & CFO CERTIFICATE
As required under Regulation 17(8) of SEBI LODR Regulations, the Chief Executive Officer & Chief Financial Officer of
the Company have jointly certified to the Board regarding the Financial Statements for the financial year ended
March 31, 2024.
XII. DISCLOSURES OF THE COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS
The Company has complied with all the applicable corporate governance requirements specified in Regulations 17 to 27
and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the SEBI LODR Regulations.
XIII. COMPLIANCE CERTIFICATE ON CONDITIONS OF CORPORATE GOVERNANCE
A Compliance Certificate from FCS Sharad Tyagi of M/s T. Sharad & Associates, Practicing Company Secretaries,
(Membership no.: 5975 and Certificate of Practice No.: 6129) has been issued confirming the compliance with conditions
of Corporate Governance, as stipulated under Regulation 34 of the SEBI LODR Regulations, and forming part of the
directors’ report of the Company for the financial year 2023-24.
XIV. CODE OF CONDUCT
The Company has laid down a Code of Conduct for its directors and senior management, to ensure good governance and
provide for ethical standards of conduct on matters including conflict of interest, acceptance of positions of responsibility,
treatment of business opportunities and the like. The Code is applicable to all the Directors & the Senior Management
Personnel of the Company.
The said Code of Conduct has been circulated to all the members of the Board and senior management and an annual
affirmation of compliance with the Code has been obtained from all members of the Board & Senior Management
Personnel as on March 31, 2024. The Code of Conduct is available on the website of the Company i.e. https://samhi.co.in/
wp-content/uploads/2024/02/Code-of-Conduct-for-Board-Of-Directors-and-Senior-Management.pdf
In terms of the SEBI LODR Regulations, a declaration signed by the Managing Director to this effect is annexed as
Annexure No. 2.

For and on behalf of


SAMHI HOTELS LIMITED

Sd/-
Ashish Jakhanwala
Chairman, Managing Director & CEO
C-4/4038, Vasant Kunj,
New Delhi-110070
DIN: 03304345

Date: August 02, 2024


Place: Gurugram

78 ANNUAL REPORT 2023-24


STATUTORY REPORTS

ANNEXURE - 1 to Corporate Governance Report

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS


(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)

The Members
SAMHI Hotels Limited
Caspia Hotels Delhi, District Centre Crossing,
Opp. Galaxy Toyota , Outer Ring Road,
Haider Pur, Shalimar Bagh, Delhi – 110088

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of SAMHI Hotels
Limited having CIN L55101DL2010PLC211816 and registered office at Caspia Hotels Delhi, District Centre Crossing, Opp.
Galaxy Toyota Outer Ring Road, Haider Pur, Shalimar Bagh, Delhi - 110088 and Corporate office at 14th floor, Building 10 C,
Cyber City, Phase-11, Gurugram-122002 (hereinafter referred to as ‘the Company’), produced before us by the Company for
the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification
Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the
Company & its officers and declarations received from respective Directors, We hereby certify that as on Financial Year
ended on March 31, 2024, none of the directors of the Company as below listed are debarred or disqualified from being
appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate
Affairs or any such other Statutory Authority, the Company and its directors have adhered to all applicable SEBI regulations,
including those related to their non-disqualification status:

S. Name of Director DIN Original Date of


No. appointment in Company

1. Mr. Ashish Jakhanwala 03304345 28-12-2010*

2. Mr. Manav Thadani 00534993 28-12-2010

3. Mr. Michael Peter Schulhof 01884261 23-02-2016

4. Mr. Ajish Abraham Jacob 08525069 10-08-2023

5. Mr. Aditya Jain 00835144 09-03-2023

6. Mrs. Archana Capoor 01204170 09-03-2023

7. Mr. Michael David Holland 02845141 09-03-2023

8. Mr. Krishan Dhawan 00082729 09-03-2023


* Mr. Ashish Jakhanwala was appointed as director on the Board at the incorporation of the Company. He was appointed as
Managing Director& Chief Executive Officer (‘MD & CEO’), w.e.f. February 16, 2011 and re-appointed as MD & CEO for a period
of five years, w.e.f. August 22, 2019. He was further re-appointed as MD & CEO of the Company for another period of five years
w.e.f. August 22, 2024.

SAMHI HOTELS LIMITED 79


Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the management
of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an
assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has
conducted the affairs of the Company. The above certificate has been issued based on the records shown and representations
made by the Company.

For T. Sharad & Associates


Company Secretaries
UCN S2004DE845800

Sd/-
(F.C.S. Sharad Tyagi)
C.P. No. 6129

Place: New Delhi


Date: Wednesday, June 19, 2024

80 ANNUAL REPORT 2023-24


STATUTORY REPORTS

ANNEXURE - 2 to Corporate Governance Report

DECLARATION BY MANAGING DIRECTOR

This is to certify that SAMHI Hotels Limited (‘the Company’) has laid down a Code of Conduct for all Board Members and
Senior Management of the Company and a copy of same is posted on the website of the Company viz. www.samhi.co.in.
Further certified that the Members of the Board and Senior Management Personnel have affirmed their compliance with the
said Code of Conduct for the financial year ended March 31, 2024.

For and on behalf of the Board of Directors


SAMHI Hotels Limited

Sd/-
Ashish Jakhanwala
Chairman, Managing Director & CEO
DIN: 03304345

Place: Gurugram
Date: August 02, 2024

SAMHI HOTELS LIMITED 81


CERTIFICATE ON COMPLIANCE OF CONDITIONS OF THE CORPORATE GOVERNANCE
(Pursuant to Regulation 34(3)] read with Schedule V Para-E of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)

The Members
SAMHI Hotels Limited
Caspia Hotels Delhi, District Centre Crossing,
Opp. Galaxy Toyota , Outer Ring Road,
Haider Pur, Shalimar Bagh, Delhi – 110088

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of SAMHI Hotels
Limited having CIN L55101DL2010PLC211816 and registered office at Caspia Hotels Delhi, District Centre Crossing, Opp.
Galaxy Toyota Outer Ring Road, Haider Pur, Shalimar Bagh, Delhi - 110088 and Corporate office at 14th floor, Building 10 C,
Cyber City, Phase-11, Gurugram-122002 (hereinafter referred to as ‘the Company’), produced before us by the Company for the
purpose of certifying all the conditions of the Corporate Governance for the financial year ended March 31, 2024, in accordance
with Regulation 34(3) read with Schedule V Para-E of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purpose of certification.
The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was
limited to the procedures and implementation thereof. This certificate is neither an assurance as to the future viability of the
Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
On the basis of our examination of the records produced explanations and information furnished, we certify that the Company
has complied with the conditions of the Corporate Governance in accordance with Regulation 34(3) read with Schedule V
Para-E of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The above certificate has been issued based on the records shown and representations made by the Company.

For T. Sharad & Associates


Company Secretaries
UCN S2004DE845800

Sd/-
(F.C.S. Sharad Tyagi)
C.P. No. 6129

Place: New Delhi


Date: Monday, June 24, 2024

82 ANNUAL REPORT 2023-24


STATUTORY REPORTS

ANNEXURE - 3 to Board’s Report

SECRETARIAL AUDIT REPORT


For the financial year ended on March 31, 2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, (v) The Regulations and Guidelines prescribed under the


The Members, Securities and Exchange Board of India Act, 1992 (‘SEBI
SAMHI Hotels Limited Act’) viz.:-
Caspia Hotels Delhi, District Centre Crossing, (a) The Securities and Exchange Board of
Opp. Galaxy Toyota Outer Ring Road, Haider Pur, India(Substantial Acquisition of Shares and
Shalimar Bagh, Delhi-110088 Takeovers) Regulations, 2011;

CIN: L55101DL2010PLC211816 (b) The Securities and Exchange Board of India


(Prohibition of Insider Trading) Regulations, 2015;
Authorized Capital: ` 250,000,000 (` Twenty Five Crores)
(c) The Securities and Exchange Board of India
I have conducted the secretarial audit of the compliance of
(Issue of Capital and Disclosure Requirements)
applicable statutory provisions and the adherence to good
Regulations, 2018;
corporate practices by SAMHI Hotels Limited (hereinafter
called the Company). Secretarial Audit was conducted in a (d) The Securities and Exchange Board of India (Share
manner that provided me a reasonable basis for evaluating the Based Employee Benefits and Sweat Equity)
corporate conducts/statutory compliances and expressing Regulations, 2021;
our opinion thereon. (e) The Securities and Exchange Board of India(Issue
Based on our verification of the Company’s books, papers, and Listing of Debt Securities) Regulations, 2008;
minute books, forms and returns filed and other records (f) The Securities and Exchange Board of India
maintained by the Company and also the information (Registrars to an Issue and Share Transfer Agents)
provided by the Company, its officers, agents and authorized Regulations,1993 regarding the Companies Act
representatives during the conduct of secretarial audit, and dealing with client;
We hereby report that in our opinion, the Company has, (g) The Securities and Exchange Board of India
during the audit period covering the financial year ended (Delisting of Equity Shares) Regulations, 2021; and
on March 31, 2024 complied with the statutory provisions
(h) The Securities and Exchange Board of India (Buy
listed hereunder and also that the Company has proper
back of Securities) Regulations, 2018;
Board-processes and compliance-mechanism in place to
the extent, in the manner and subject to the reporting made (vi) and other applicable laws like as informed and certified
hereinafter: by the management of the Company which are
specifically applicable to the Company based on its
We have examined the books, papers, minute books,
industry/sectors are :
forms and returns filed and other records maintained by
SAMHI Hotels Limited for the financial year ended on a. Copyright Act, 1957;
March 31, 2024 according to the provisions of: b. Bio-Medical Waste (Management & Handling)
(i) The Companies Act, 2013(the Act) and the rules made Rules, 1998;
there under; c. The Tamil Nadu Lifts and Escalators Act, 1997;
(ii) The Securities Contracts (Regulation) Act, 1956 d. Environment (Protection) Act, 1986;
(‘SCRA’)and the rules made there under; e. Legal Metrology Act, 2009;
(iii) The Depositories Act, 1996 and the Regulations and f. Tamil Nadu Fire & Rescue Services Act, 1985;
Bye-laws framed there under; g. Tamil Nadu Liquor (Licence and Permit) Rule, 1981;
(iv) Foreign Exchange Management Act,1999 and the rules h. Indian Boilers Act, 1923;
and regulations made there under to the extent of
i. Karnataka Excise Act, 1965 and the rules made
Foreign Direct Investment, Overseas Direct Investment
thereunder;
and External Commercial Borrowings;
j. Air (Prevention and Control of Pollution) Act, 1981;
(There is no Foreign Direct Investment, Overseas Direct

Investment and External Commercial Borrowings in the k. Water (Prevention and Control of Pollution) Act,
Company during the period under review) 1974;

SAMHI HOTELS LIMITED 83


l. Hazardous Wastes (Management, Handling and The Board of Directors of the Company is duly constituted
Transboundary Movement) Rules, 2008; with proper balance of Executive Directors, Non-Executive
m. Contract Labour (Regulation And Abolition) Act, Directors and Independent Directors. The changes in the
1970; composition of the Board of Directors that took place during
the period under review were carried out in compliance with
n. Karnataka State Fire Services Act in 1964;
the provisions of the Act.
o. Food Safety and Standards Act, 2006;
Adequate notice is given to all directors to schedule the
p. Karnataka Municipal Corporations, Act, 1976; Board Meetings, agenda and detailed notes on agenda were
q. Karnataka Shops and Commercial Establishments sent at least seven days in advance, and a system exists for
Act, 1961; and seeking and obtaining further information and clarifications
r. Other central and state laws including building bye on the agenda items before the meeting and for meaningful
laws, generally applicable to hotels and examined participation at the meeting.
compliance with the applicable clauses of the Majority decisions are carried through while the dissenting
following: members’ views are captured and recorded as part of the
(i) Secretarial Standards issued by The Institute of minutes.
Company Secretaries of India with respect to Board We further report that there are adequate systems and
and General Meetings. processes in the Company that commensurate with the
We have relied on the representation made by the Company size and operations of the Company to monitor and ensure
and its officers for the systems and mechanisms formed by compliance with applicable laws, rules, regulations and
the Company for compliances under applicable Acts, Rules, guidelines.
Laws and Regulations to the Company. Note on Listing Status:
(ii) The Listing Agreements entered into by the Company The Company successfully completed its listing on the stock
with Stock Exchange. exchange on September 22, 2023. Our audit period covered
We have not examined the Compliance by the Company: the activities and compliance requirements of the Company
With other laws including applicable labour, industrial, from September 22, 2023, to March 31, 2024. During this
environmental and other industry specific laws (as informed period, we verified the Company's adherence to applicable
and certified by the management of the Company which are provisions of The Regulations and Guidelines prescribed
specifically applicable to the Company based on its industry/ under the Securities and Exchange Board of India Act, 1992
sector) since the compliance and monitoring of the said (‘SEBI Act’), including those specific to the listing process
laws are to be ensured by the management of the Company; and subsequent requirements post-listing.

With the applicable financial laws like direct and indirect


laws, since the same have been subject to review by the For T. Sharad & Associates
statutory financial audit by other designated professionals. Company Secretaries
During the period under review, the Company has generally UCN S2004DE845800
complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards etc., subject to the following Sd/-
observations: (F.C.S. Sharad Tyagi)
I. Under Companies Act, 2013: C.P. No. 6129
(a) During the period under review the Company
has not filed Form DPT-3 and Form MSME in Date: Wednesday, May 15, 2024
compliance with applicable provisions of the Place: New Delhi
Companies Act. 2013 within prescribed time.
We further report that during the period under review the
This report is to be read with our letter of even date which is
Company has generally complied with the provisions of
annexed as ‘Annexure A’ and forms an integral part of this
the Act, Rules, Regulations, Guidelines, Standards, etc.
report.
Mentioned above:

84 ANNUAL REPORT 2023-24


STATUTORY REPORTS

‘Annexure A’

To,
The Members,
SAMHI Hotels Limited
Caspia Hotels Delhi, District Centre Crossing,
Opp. Galaxy Toyota Outer Ring Road, Haider Pur,
Shalimar Bagh, Delhi-110088
CIN: L55101DL2010PLC211816
Authorized Capital: ` 250,000,000 (` Twenty Five Crores)

Our report of even date is to be read along with this letter.


1. Maintenance of secretarial record is the responsibility of the management of the Company.
Our responsibility is to express an opinion on these secretarial records based on our audit
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis
for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of management. Our examination was Limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.

For T. Sharad & Associates


Company Secretaries
UCN S2004DE845800

Sd/-
(F.C.S. Sharad Tyagi)
C.P. No. 6129

Date: Wednesday, May 15, 2024


Place: New Delhi

SAMHI HOTELS LIMITED 85


ANNEXURE - 3A to Board’s Report

SECRETARIAL AUDIT REPORT


For the financial year ended on March 31, 2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, (There is no Foreign Direct Investment, Overseas



The Members, Direct Investment and External Commercial
Borrowings in the Company during the period under
Ascent Hotels Private Limited
review)
B -7, Om Parshwanath Apartments,
Desai and Sheth Nagar, Sai Baba Nagar, (v) The Regulations and Guidelines prescribed under the
Borivali (W),Mumbai -400092 Securities and Exchange Board of India Act, 1992 (‘SEBI
CIN: U55101MH2005PTC154475 Act’) viz.:-
Authorized Capital: ` 1,300,000,000 (Rupees One Hundred (a) The Securities and Exchange Board of
Thirty Crores) India(Substantial Acquisition of Shares and
We have conducted the secretarial audit of the compliance Takeovers) Regulations,2011;
of applicable statutory provisions and the adherence to (Not Applicable since the Company is not a

good corporate practices by Ascent Hotels Private Limited Listed Company)
(hereinafter called the Company). Secretarial Audit was (b) The Securities and Exchange Board of India
conducted in a manner that provided us a reasonable (Prohibition of Insider Trading) Regulations,2015;
basis for evaluating the corporate conducts/statutory
(Not Applicable since the Company is not a

compliances and expressing our opinion thereon.
Listed Company)
Based on our verification of the Company’s books, papers,
(c) The Securities and Exchange Board of India
minute books, forms and returns filed and other records
(Issue of Capital and Disclosure Requirements)
maintained by the Company and also the information
Regulations, 2018;
provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, (Not Applicable since the Company is not a

We hereby report that in our opinion, the Company has, Listed Company)
during the audit period covering the financial year ended (d) The Securities and Exchange Board of India (Share
on March 31, 2024 complied with the statutory provisions Based Employee Benefits and Sweat Equity)
listed hereunder and also that the Company has proper Regulations, 2021;
Board-processes and compliance-mechanism in place to (Not Applicable since the Company is not a

the extent, in the manner and subject to the reporting made Listed Company)
hereinafter:
(e) T
 he Securities and Exchange Board of India(Issue
We have examined the books, papers, minute books, forms and Listing of Debt Securities) Regulations,2008;
and returns filed and other records maintained by Ascent
(Not Applicable since the Company is not a

Hotels Private Limited for the financial year ended on March
Listed Company)
31, 2024 according to the provisions of:
(f) The Securities and Exchange Board of India
(i) The Companies Act, 2013(the Act) and the rules made
(Registrars to an Issue and Share Transfer Agents)
there under;
Regulations,1993 regarding the Companies Act
(ii) The Securities Contracts (Regulation) Act, 1956
and dealing with client;
(‘SCRA’)and the rules made there under;
(Not Applicable since the Company is not a

(Not Applicable since the Company is not a Listed

Listed Company)
Company)
(g) The Securities and Exchange Board of India
(iii) The Depositories Act, 1996 and the Regulations and
(Delisting of Equity Shares) Regulations, 2021; and
Bye-laws framed there under;
(Not Applicable since the Company is not a

(Not Applicable since the Company is not a Listed

Listed Company)
Company)
(h) The Securities and Exchange Board of India (Buy
(iv) Foreign Exchange Management Act,1999 and the rules
back of Securities) Regulations, 2018;
and regulations made there under to the extent of
Foreign Direct Investment, Overseas Direct Investment (Not Applicable since the Company is not a

and External Commercial Borrowings; Listed Company)

86 ANNUAL REPORT 2023-24


STATUTORY REPORTS

(vi) and other applicable laws like as informed and certified With the applicable financial laws like direct and indirect
by the management of the Company which are laws, since the same have been subject to review
specifically applicable to the Company based on its by the statutory financial audit by other designated
industry/sectors are : professionals.
(a) Contract Labour (Regulations and Abolitions) Act, During the period under review, the Company has
1970; generally complied with the provisions of the Act, Rules,
(b) Air (Prevention and Control of Pollution) Act, 1981; Regulations, Guidelines, Standards etc., subject to the
(c) Water (Prevention and Control of Pollution) Act, following observations:
1974; I. Under Companies Act, 2013:
(d) Copyright Act, 1957; (a) During the period under review the Company
(e) The Boilers Act, 1923; has not filed Form DPT-3 and Form MSME in
compliance with applicable provisions of the
(f) Prevention of Food Adulteration Act, 1954;
Companies Act. 2013 within prescribed time.
(g) Bombay Electricity Duty Rules, 1962;
We further report that during the period under
(h) Maharashtra Regional and Town Planning
review the Company has generally complied with
Amendment Act 1966;
the provisions of the Act, Rules, Regulations,
(i) Bio-Medical Waste (Management & Handling) Guidelines, Standards, etc. Mentioned above:
Rules, 1998;
The Board of Directors of the Company is duly
(j) Hazardous & other Wastes (Management and constituted with proper balance of Executive
Transboundary Movement) Rules, 2016; Directors, Non-Executive Directors and
(k) Environment (Protection) Act, 1986; Independent Directors. The changes in the
(l) The Bombay Prohibition Act, 1949 and the rules, composition of the Board of Directors that took
regulations and orders made there under place during the period under review were carried
(m) The Maharashtra Shops and Establishments out in compliance with the provisions of the Act.
(Regulation of Employment and Conditions of Adequate notice is given to all directors to
Service) Act, 2017; schedule the Board Meetings, agenda and detailed
(n) Food Safety and Standards Act, 2006; notes on agenda were sent at least seven days
in advance, and a system exists for seeking and
(o) Mumbai Shops and Establishment Act, 1948; and
obtaining further information and clarifications
(p) Other central and state laws including building bye
on the agenda items before the meeting and for
laws, generally applicable to hotels.
meaningful participation at the meeting.
and examined compliance with the applicable clauses
Majority decisions are carried through while the
of the following:
dissenting members’ views are captured and
(i) Secretarial Standards issued by The Institute of recorded as part of the minutes.
Company Secretaries of India with respect to Board
We further report that there are adequate
and General Meetings.
systems and processes in the Company that
We have relied on the representation made by the Company
commensurate with the size and operations of the
and its officers for the systems and mechanisms formed
Company to monitor and ensure compliance with
by the Company for compliances under applicable
applicable laws, rules, regulations and guidelines.
Acts, Rules, Laws and Regulations to the Company.
(ii) The Listing Agreements entered into by the Company For T. Sharad & Associates
with Stock Exchange. Company Secretaries
(Not Applicable since the Company is not a Listed
 UCN S2004DE845800
Company)
Sd/-
We have not examined the Compliance by the Company:
(F.C.S. Sharad Tyagi)
With other laws including applicable labour, industrial, C.P. No. 6129
environmental and other industry specific laws (as Date: Wednesday, May 15, 2024
informed and certified by the management of the
Place: New Delhi
Company which are specifically applicable to the
Company based on its industry/sector) since the This report is to be read with our letter of even date which is
compliance and monitoring of the said laws are to be annexed as ‘Annexure A’ and forms an integral part of this
ensured by the management of the Company; report.

SAMHI HOTELS LIMITED 87


‘Annexure A’

To,
The Members,
Ascent Hotels Private Limited
B -7 Om Parshwanath Apartments,
Desai and ShethNagar,Sai Baba Nagar,
Borivali(W) Mumbai -400092

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company.


Our responsibility is to express an opinion on these secretarial records based on our audit
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis
for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.

For T. Sharad & Associates


Company Secretaries
UCN S2004DE845800

Sd/-
(F.C.S. Sharad Tyagi)
C.P. No. 6129
Date: Wednesday, May 15, 2024
Place: New Delhi

88 ANNUAL REPORT 2023-24


STATUTORY REPORTS

SECRETARIAL AUDIT REPORT


For the financial year ended on March 31, 2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, and External Commercial Borrowings;


The Members, (There is no Foreign Direct Investment, Overseas Direct

Barque Hotels Private Limited Investment and External Commercial Borrowings in the
Caspia Hotels Delhi, District Centre Crossing, Company during the period under review)
Opp. Galaxy Toyota Outer Ring Road, Haider Pur, (v) The Regulations and Guidelines prescribed under the
Shalimar Bagh, Delhi-110088 Securities and Exchange Board of India Act, 1992 (‘SEBI
CIN: U55101DL2008PTC175957 Act’) viz.:-
Authorized Capital: ` 383,789,750 (Rupees Thirty Eight (a) The Securities and Exchange Board of
Crores Thirty Seven Lacs Eighty Nine Thousand Seven India(Substantial Acquisition of Shares and
Hundred Fifty Only) Takeovers) Regulations,2011;
We have conducted the secretarial audit of the compliance (Not Applicable since the Company is not a

of applicable statutory provisions and the adherence to Listed Company)
good corporate practices by Barque Hotels Private Limited (b) The Securities and Exchange Board of India
(hereinafter called the Company). Secretarial Audit was (Prohibition of Insider Trading) Regulations,2015;
conducted in a manner that provided us a reasonable
(Not Applicable since the Company is not a

basis for evaluating the corporate conducts/statutory
Listed Company)
compliances and expressing our opinion thereon.
(c) The Securities and Exchange Board of India
Based on our verification of the Company’s books, papers,
(Issue of Capital and Disclosure Requirements)
minute books, forms and returns filed and other records
Regulations, 2018;
maintained by the Company and also the information
provided by the Company, its officers, agents and authorized (Not Applicable since the Company is not a

representatives during the conduct of secretarial audit, We Listed Company)
hereby report that in our opinion, the Company has, during (d) The Securities and Exchange Board of India (Share
the audit period covering the financial year ended on March Based Employee Benefits and Sweat Equity)
31, 2024 complied with the statutory provisions listed Regulations, 2021;
hereunder and also that the Company has proper Board- (Not Applicable since the Company is not a

processes and compliance-mechanism in place to the extent, Listed Company)
in the manner and subject to the reporting made hereinafter:
(e) The Securities and Exchange Board of India(Issue
We have examined the books, papers, minute books, forms and Listing of Debt Securities) Regulations,2008;
and returns filed and other records maintained by Barque
(Not Applicable since the Company is not a

Hotels Private Limited for the financial year ended on March
Listed Company)
31, 2024 according to the provisions of:
(f) The Securities and Exchange Board of India
(i) The Companies Act, 2013(the Act) and the rules made
(Registrars to an Issue and Share Transfer Agents)
there under;
Regulations,1993 regarding the Companies Act
(ii) The Securities Contracts (Regulation) Act, 1956 and dealing with client;
(‘SCRA’)and the rules made there under;
(Not Applicable since the Company is not a

(Not Applicable since the Company is not a Listed
 Listed Company)
Company)
(g) The Securities and Exchange Board of India
(iii) The Depositories Act, 1996 and the Regulations and (Delisting of Equity Shares) Regulations, 2021; and
Bye-laws framed there under;
(Not Applicable since the Company is not a

(Not Applicable since the Company is not a Listed
 Listed Company)
Company)
(h) The Securities and Exchange Board of India (Buy
(iv) Foreign Exchange Management Act,1999 and the rules back of Securities) Regulations, 2018;
and regulations made there under to the extent of
(Not Applicable since the Company is not a

Foreign Direct Investment, Overseas Direct Investment
Listed Company)

SAMHI HOTELS LIMITED 89


(vi) and other applicable laws like as informed and certified compliance and monitoring of the said laws are to be
by the management of the Company which are ensured by the management of the Company;
specifically applicable to the Company based on its With the applicable financial laws like direct and indirect
industry/sectors are : laws, since the same have been subject to review
a. Contract Labour (Regulation And Abolition) Act, by the statutory financial audit by other designated
1970; professionals.
b. Air (Prevention and Control of Pollution) Act, 1981; During the period under review, the Company has
c. Water (Prevention and Control of Pollution) Act, generally complied with the provisions of the Act, Rules,
1974; Regulations, Guidelines, Standards etc., subject to the
following observations:
d. Copyright Act, 1957
I. Under Companies Act, 2013:
e. The boilers Act,1923
(a) During the period under review the Company
f. Prevention of food adulteration act, 1954
has not filed Form DPT-3 and Form MSME in
g. Bombay Electricity Duty Rules, 1962; compliance with applicable provisions of the
h. Maharashtra Regional and Town Planning Companies Act. 2013 within prescribed time.
Amendment Act 1966; We further report that during the period under review the
i. Bio-Medical Waste (Management & Handling) Company has generally complied with the provisions of
Rules, 1998; the Act, Rules, Regulations, Guidelines, Standards, etc.
j. Hazardous Wastes (Management, Handling and Mentioned above:
Transboundary Movement) Rules, 2008; The Board of Directors of the Company is duly
k. Environment (Protection) Act, 1986; constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors. The
l. The Bombay Prohibition Act, 1949 and the rules,
changes in the composition of the Board of Directors
regulations and orders made thereunder
that took place during the period under review were
m. 
The Maharashtra shops and establishments
carried out in compliance with the provisions of the Act.
(Regulation of Employment and conditions of
Adequate notice is given to all directors to schedule the
service) Act, 2017
Board Meetings, agenda and detailed notes on agenda
n. Food Safety and Standards Act, 2006;
were sent at least seven days in advance, and a system
o. Mumbai Shops and Establishment Act, 1948; exists for seeking and obtaining further information and
p. Other central and state laws including building bye clarifications on the agenda items before the meeting
laws, generally applicable to hotels and examined and for meaningful participation at the meeting.
compliance with the applicable clauses of the 
Majority decisions are carried through while the
following: dissenting members’ views are captured and recorded
(i) Secretarial Standards issued by The Institute of as part of the minutes.
Company Secretaries of India with respect to Board We further report that there are adequate systems and
and General Meetings. processes in the Company that commensurate with

We have relied on the representation made by the size and operations of the Company to monitor
the Company and its officers for the systems and and ensure compliance with applicable laws, rules,
mechanisms formed by the Company for compliances regulations and guidelines.
under applicable Acts, Rules, Laws and Regulations to
the Company. For T. Sharad & Associates
Company Secretaries
(ii) The Listing Agreements entered into by the Company
UCN S2004DE845800
with Stock Exchange.
(Not Applicable since the Company is not a Listed
 Sd/-
Company) (F.C.S. Sharad Tyagi)
We have not examined the Compliance by the Company: C.P. No. 6129
With other laws including applicable labour, industrial, Date: Wednesday, May 15, 2024
environmental and other industry specific laws (as Place: New Delhi
informed and certified by the management of the This report is to be read with our letter of even date which
Company which are specifically applicable to the is annexed as ‘Annexure A’ and forms an integral part of
Company based on its industry/sector) since the this report.

90 ANNUAL REPORT 2023-24


STATUTORY REPORTS

‘Annexure A’

To,
Barque Hotels Private Limited
Caspia Hotels Delhi, District Centre Crossing,
Opp. Galaxy Toyota Outer Ring Road, Haider Pur,
Shalimar Bagh, Delhi-110088
CIN: U55101DL2008PTC175957

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company.


Our responsibility is to express an opinion on these secretarial records based on our audit
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis
for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.

For T. Sharad & Associates


Company Secretaries
UCN S2004DE845800

Sd/-
(F.C.S. Sharad Tyagi)
C.P. No. 6129
Date: Wednesday, May 15, 2024
Place: New Delhi

SAMHI HOTELS LIMITED 91


SECRETARIAL AUDIT REPORT
For the financial year ended March 31, 2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
Appointment and Remuneration of Managerial Personnel) Rules, 2014]

Date: July 05, 2024 At the beginning of the financial year under review, the
To, Company had Foreign Direct Investment (FDI). However,
during the year, pursuant to the transfer of securities by
The Members,
ACIC Mauritius 1 and ACIC Mauritius 2 to SAMHI Hotels
Duet India Hotels (Pune) Private Limited Limited ("SAMHI"), which was duly approved by the
14th Floor, Building 10C, Cybercity, Company at its meeting on August 10, 2023, the FDI was
Phase-II, Gurugram, Haryana, India, 122002 transferred to SAMHI. Consequently, the Company no
CIN: U55101HR2006PTC046766 longer has direct FDI but rather indirect FDI through its
I have conducted the Secretarial Audit of the compliance of interest in SAMHI. Furthermore, all requisite reporting
applicable statutory provisions and the adherence to good obligations pertaining to the aforementioned transfer of
corporate practices by Duet India Hotels (Pune) Private securities were completed, and the necessary approvals
Limited (hereinafter called the “Company”). The Secretarial were obtained from the Reserve Bank of India (“RBI”).
Audit was conducted in a manner that provided to me a (v) The following Regulations and Guidelines prescribed
reasonable basis for evaluating the corporate conducts/ under the Securities and Exchange Board of India Act,
statutory compliances and expressing my opinion thereon. 1992 (‘SEBI Act’):- Not applicable
Based on my verification of the Company’s books, papers,
(a) The Securities and Exchange Board of India
minute books, forms, and returns filed and other records
(Substantial Acquisition of Shares and Takeovers)
maintained by the Company and also the information
Regulations, 2011: Not applicable
provided by the Company, its officers, agents, and authorized
(b) The Securities and Exchange Board of India
representatives during the conduct of Secretarial Audit,
(Prohibition of Insider Trading) Regulations, 1992:
I hereby report that in my opinion, the Company has, during
Not applicable
the audit period covering the financial year ended on March
31, 2024 complied with the statutory provisions listed (c) The Securities and Exchange Board of India
hereunder and also that the Company has proper Board- (Issue of Capital and Disclosure Requirements)
processes and compliance-mechanism in place to the Regulations, 2009: Not applicable
extent, in the manner and subject to the reporting made (d) The Securities and Exchange Board of India
hereinafter: (Employee Stock Option Scheme and Employee
I have examined the books, papers, minute books, forms, Stock Purchase Scheme) Guidelines, 1999:
and returns filed and other records maintained by Duet Not applicable
India Hotels (Pune) Private Limited (the “Company”) for (e) The Securities and Exchange Board of India (Issue
the financial year ended on March 31, 2024, according to the and Listing of Debt Securities) Regulations, 2008;
provisions of: (f) The Securities and Exchange Board of India
(i) The Companies Act, 2013 (the Act) and the rules made (Registrars to an Issue and Share Transfer Agents)
thereunder; Regulations, 1993 regarding the Companies Act
and dealing with client: Not applicable
(ii) The Securities Contracts (Regulation) Act, 1956
(‘SCRA’) and the rules made thereunder: Not applicable (g) The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2009; and
(iii) The Depositories Act, 1996, and the Regulations and
Not applicable
Bye-laws framed thereunder: Not applicable
(h) The Securities and Exchange Board of India
(iv) Foreign Exchange Management Act, 1999, and the
(Buyback of Securities) Regulations, 1998:
rules and regulations made thereunder to the extent of
Not applicable
Foreign Direct Investment, Overseas Direct Investment,
and External Commercial Borrowings: (vi) Other laws as applicable specifically to the Company:
As informed by the Company the Industry-specific
laws/general laws as applicable to the Company
have been complied with. The management has also

92 ANNUAL REPORT 2023-24


STATUTORY REPORTS

represented and confirmed that all the laws, rules, Further, the said sum of compounding fees was duly
regulations, orders, standards, and guidelines as are acknowledged by RBI by the issuance of a certificate of
specifically applicable to the Company relating to payment of compounding fees dated July 24, 2023.
Industry/Labour etc., have been complied with. Note: On the basis of the document/information provided
to me by the Company and the diligence being made,
I have also examined compliance with the applicable the report is self-explanatory and does not require any
clauses of the following: additional comments.

(i) Secretarial Standards (“SS”) issued by The Institute of I further report that:
Company Secretaries of India (“ICSI”).
The Board of Directors of the Company is duly constituted
(ii) The Listing Agreements entered into by the Company in terms of the provisions of the Companies Act, 2013 and
with Stock Exchange(s), if applicable; Not applicable rules made thereunder. The changes in the composition of
During the period under review the Company has complied the Board of Directors that took place during the period under
with the provisions of the Act, Rules, Regulations, Guidelines, review were carried out in compliance with the provisions of
Standards, etc. mentioned above subject to the following the Act:
observations: Following were the changes in the composition of the Board
• Compounding of contraventions committed by the of Directors of the Company for the year under review:
Company in terms of Paragraphs 9(1)(A), 9(1)(B), • Mr. Ajish Abraham Jacob and Mr. Sanjith Krishnan
and 8 of Schedule 1 and Regulation 14(6)(II)(A) of resigned from the directorship of the Company w.e.f.
FEMA 20/2000-RB, as then applicable, of the Foreign October 19, 2023;
Exchange (Compounding Proceedings) Rules, 2000
• 
Mr. Simranjeet Singh has been appointed as an
The Company has filed the compounding application dated additional director of the Company w.e.f. March 04,
February 02, 2023, and addendum dated May 30, 2023, 2024; and
for compounding of contraventions of the provisions of
• Mr. Sudhir Gupta, resigned from the directorship of
the Foreign Exchange Management Act, 1999 (hereinafter
the Company w.e.f. March 05, 2024.
referred to as “FEMA”) and the regulations issued thereunder.
Further, the following is the composition of the Board of
The Company has compounded the default made pursuant
Directors as on the closure of the financial year under
to the Foreign Exchange Management Act, 1999 read with
review:
Rules, Regulations, and Master Directions issued from time
to time, for the following delays pertaining to the years 2007- DIN/PAN Name of the Director Begin date End
08 to 2017-18; date
07886515 Rahul Nawratanmal Latta 21/09/2018 -
(i) delay in reporting of foreign inward remittances
08083337 Simranjeet Singh 04/03/2024 -
received for the issue of shares,
Adequate notices were given to all the directors to schedule
(ii) delay In the submission of Form FC-GPR after the issue
the Board Meetings, agenda, and detailed notes on the
of shares,
agenda were sent at least seven days in advance, and a
(iii) delay in issue of shares to a person resident outside
system exists for seeking and obtaining further information
India after receipt of the amount of consideration, and
and clarifications on the agenda items before the meeting
(iv) delay in reporting of downstream investment to the and for meaningful participation at the meeting: Wherever
designated agencies in terms of paragraphs 9(1 )(A), required, the consent for shorter notice was duly obtained in
9(1 )(B), and 8 of Schedule 1 and Regulation 14(6)(ii) accordance with the relevant provisions of the Companies
(a) respectively of Foreign Exchange Management Act, 2013 and the applicable Secretarial Standards.
(Transfer or Issue of Security by a Person Resident
As per the recording in the Minutes of the meetings of the
Outside India) Regulations, 2000 notified Vide
Board and the Shareholders, the decisions were carried out
Notification No FEMA 20/ 2000-RB dated May 03, 2000
unanimously.
(hereinafter referred to as “FEMA 20/2000-RB”).
I further report that there are adequate systems and
 fter careful consideration of the application submitted by
A
processes in the Company commensurate with the size
the Company, RBI vide its order dated July 06, 2023, bearing
and operations of the Company to monitor and ensure
order no. CA No. NDL 1031/2023, upheld the delays and
compliance with applicable laws, rules, regulations, and
compounded the procedural non-compliance committed by
guidelines.
the Company on payment of compounding fees/amount.

SAMHI HOTELS LIMITED 93


Note: On the basis of the document/information provided into 46,355,122 (Four Crore Sixty Three Lacs Fifty Five
to me by the Company and the diligence being made, Thousand One Hundred Twenty Two) equity shares of
the report is self-explanatory and does not require any ` 10 (Indian Rupees Ten only) each, 5,551,980 (Fifty
additional comments. Five Lacs Fifty One Thousand Nine Hundred Eighty)
I further report that during the audit period, the Company has Non-Convertible Redeemable Preference Shares of
recorded and approved the following material transactions: ` 10 (Indian Rupees Ten only) each and 45,900,572
(Four Crore Fifty Nine Lacs Five Hundred Seventy Two)
(a) Transfer of 100% shareholding held by ACIC Mauritius
Compulsorily Convertible Preference Shares of ` 10
1 and ACIC Mauritius 2 in favour of SAMHI Hotels
(Indian Rupees Ten only) each, and duly approved by
Limited
the shareholders of the Company in its Extra Ordinary
During the year, the shareholders of the Company General Meeting (“EGM”) dated March 22, 2024.
(“ACIC Mauritius 1”) and (“ACIC Mauritius 2”) entered
(d) Issue of equity shares on the right basis to the existing
into a larger restructuring arrangement with SAMHI
shareholders of the Company
Hotels Limited (“SAMHI” or “Acquirer”), against the
SWAP consideration arrangement of allotment of During the period under review, the Company has
the equity shares of SAMHI to the ACIC Mauritius issued and allotted 5,551,980 (Fifty-Five Lacs Fifty One
1 and ACIC Mauritius 2 in the proportion of their Thousand Nine Hundred and Eighty) equity shares on
shareholding, by virtue of which the entire shareholding a rights issue basis to the existing shareholders of the
of the Company and its group entity (as detailed in the Company, to infuse funds into the Company which will
Share Subscription and Shareholders Agreement dated be utilized for the purpose of repayment of its debts in
March 30, 2023) held by ACIC Mauritius 1 and ACIC connection with the redemption of 5,551,980 (Fifty-Five
Mauritius 2 in favour of SAMHI. Lacs Fifty-One Thousand Nine Hundred and Eighty)
Non-Convertible Cumulative Redeemable Preference
(b) Divestment of shareholding in the subsidiary of the
Shares (“NCCRPS”) of the Company, and held by SAMHI
Company namely “Duet JKM India Hotels (Indore)
Hotels Limited, and duly approved by the shareholders
Private Limited” (Duet JKM Indore”)
of the Company in its Extra Ordinary General Meeting
During the period under review, the Company has (“EGM”) dated March 27, 2024.
effectuated a complete divestiture of its ownership
(e) 
Conversion of Fully and Compulsorily Convertible
stake in Duet JKM India Hotels (Indore) Private Limited,
Debentures (“FCCDs”) into equity shares of the
constituting Equity Shares Class A, Equity Shares
Company
Class B, and Compulsorily Convertible Preference
Shares (‘CCPS’), through a transfer of such stake to During the period under review, pursuant to the
“Heramb Business Support Services Private Limited” provisions of Section 71 of the Companies Act 2013,
(“Transferee” or “Buyer”) with the approval of the the Company has converted 47,559,494 (Four Crore
Board taken in its meeting held on August 10, 2023. Seventy-Five Lacs Fifty-Nine Thousand Four Hundred
Ninety-Four) FCCDs having face value of ` 10 (Indian
(c) 
Increase in the Authorized Share Capital of the
Rupees Ten only) each as held by SAMHI Hotels Limited
Company.
(“FCCDs”) into 22,647,381 (Two Crore Twenty-Six Lacs
During the period under review, pursuant to the Forty-Seven Thousand Three Hundred Eighty-One)
provisions of Section 61(1)(a) of the Companies Act, equity shares of the Company having face value of ` 10
2013, the Company has increased the authorized (Indian Rupees Ten only) each in accordance with the
share capital of the Company from ` 730,000,000 terms of issuances of the FCCDs, and duly approved by
(Indian Rupees Seventy Three Crore only) divided the shareholders of the Company in its Extra Ordinary
into 21,547,448 (Two Crore Fifteen Lacs Forty Seven General Meeting (“EGM”) dated March 27, 2024.
Thousand Four Hundred Forty Eight only) equity shares
(f) 
Redemption of Non-Convertible Cumulative
of ` 10 (Indian Rupees Ten only) each, 5,551,980 (Fifty
Redeemable Preference Shares (“NCCRPs”) of the
Five Lacs Fifty One Thousand Nine Hundred Eighty)
Company held by SAMHI Hotels Limited
Non-Convertible Redeemable Preference Shares of
` 10 (Indian Rupees Ten only) each and 45,900,572 During the period under review, pursuant to the
(Four Crore Fifty Nine Lacs Five Hundred Seventy provisions of Section 55 of the Companies Act, 2013,
Two) Compulsorily Convertible Preference Shares of the Company has redeemed 5,551,980 (Fifty Five Lacs
` 10 (Indian Rupees Ten only) each to ` 978,076,740 Fifty One Thousand Nine Hundred and Eighty) NCCRPs
(Indian Rupees Ninety Seven Crore Eighty Lacs Seventy of the Company, having face value of ` 10 (Indian
Six Thousand Seven Hundred and Forty only) divided Rupees Ten only) each, aggregating to ` 55,519,800

94 ANNUAL REPORT 2023-24


STATUTORY REPORTS

(Indian Rupees Five Crore Fifty Five Lacs Nineteen (h) Approval of the limits to borrow for the purposes of the
Thousand and Eight Hundred only) out of the proceeds business of the Company, pursuant to the provisions
of the fresh issue of 5,551,980 (Fifty Five Lacs Fifty One of Section 180(1)(c) of the Companies Act, 2013
Thousand Nine Hundred and Eighty) equity shares of During the period under review, pursuant to the
` 10 (Indian Rupees Ten only) each, aggregating to provisions of Section 180(1)(c) of the Companies Act
` 55,519,800 (Indian Rupees Five Crore Fifty Five Lacs 2013, the Company has increased the limit to borrow
Nineteen Thousand and Eight Hundred only) issued any sum or sums of money for the purposes of the
and allotted to SAMHI Hotels Limited on rights issue business of the Company, from time to time from any
basis, and duly approved by the shareholders of the one or more persons, firms, bodies corporate, bankers,
Company in its Extra Ordinary General Meeting (“EGM”) financial institutions, or from others by way of advances,
dated March 27, 2024 and the payment to shareholders deposits, loans or otherwise and whether unsecured or
for the redemption of shares was remitted prior to the secured [including the Inter Corporate Deposits(ICDs)]
close of the financial year. by way of mortgage, charge, hypothecation or lien
(g) Creation of pledge, charge, mortgage, hypothecation, or pledge of the Company’s assets and properties,
and other encumbrances/security, if any, in addition whether movable or immovable notwithstanding that
to the existing limits (if any), on all or any part of the the sum or sums of money so borrowed together
movable and/or immovable properties and assets of with money, if any, already borrowed by the Company
the Company, pursuant to the provisions of Section (apart from the temporary loans obtained from the
180(1)(a) of the Companies Act, 2013 Company’s bankers in the ordinary course of business)
will or may exceed the aggregate of the paid-up share
During the period under review, the Company has
capital, free reserves and securities premium of the
created, pledged, charged, mortgaged, hypothecated,
Company provided that the total amount upto which
and other encumbrances/security, in addition to the
the money may be borrowed (including sums already
existing limits (if any), on all or any part of the movable
borrowed) shall not exceed ` 380 cr. (Indian Rupees
and/or immovable properties and assets of the
Three Hundred Eighty Crores Only) out of which
Company, both present and future and/or the whole
` 310 cr. (Indian Rupees Three Hundred Ten Crores
or any part of the undertaking(s) of the Company,
Only) shall constitute existing Secured Bank Loans
in favour of the Lender(s), Debenture Trustee(s),
of the Company, and the remaining amount of ` 70
Security Trustee(s), Agent(s), Bank(s), Trusts (s)
cr. (Indian Rupees Seventy Crores Only) allocated for
Mutual Fund(s), Trustee(s), Body(ies) Corporate, other
Unsecured Intercorporate borrowings, at any point of
entity(ies), person(s), etc. for securing the borrowings
time on account of the principal, and duly approved by
(together with interest, costs, damages, charges,
the shareholders of the Company in its Extra Ordinary
liquidated damages, commitment charges, premia on
General Meeting (“EGM”) dated January 05, 2024.
pre-payment, premium, if any, on redemption and any
(i) Execution of Business Transfer Agreement (“BTA”)
other money payable thereof) availed / to be availed
for the acquisition of the ‘Undertaking’ (as defined
by the Company and /or any of its holding company/
under the BTA) with Duet India Hotels (Bangalore)
parent company/ subsidiary(ies)/ co-subsidiary (ies)
Private Limited
/ associate(s)/ affiliate(s)/group companies or other
person(s) provided that the total amount secured by During the period under review, the Company has
such pledge, charges, mortgages, hypothecations and/ entered into and executed a Business Transfer
or any other encumbrance/ security, if any, including Agreement (“BTA”) for the acquisition of the
the amounts already secured, shall not at any time ‘Undertaking’ (as defined under the BTA) of Duet
exceed ` 380 cr. (Indian Rupees Three Hundred Eighty India Hotels (Bangalore) Private Limited, a company
Crores Only), and duly approved by the shareholders existing under the Companies Act, 2013, bearing CIN
of the Company in its Extra Ordinary General Meeting U55101HR2008PTC046802 and having its registered
(EGM) dated March 22, 2024. office at HD- 065, WeWork DLF Forum, Cybercity, Phase-
III Gurugram- 122002, Haryana (“Duet Bangalore”) as a
Further, the securities created by the Company as
going concern on a slump sale basis as defined under
aforesaid may rank prior/pari passu/ subservient with/
Section 2(42C) read with Section 50B of the Income Tax
to the mortgages and/or charges already created or to
Act, 1961, for a consideration receivable as deferred
be created by the Company as may be agreed between
consideration in the manner as agreed under the BTA
the Board and the concerned parties.
was duly approved by the Board of Directors in its
meeting convened on March 11, 2024.

SAMHI HOTELS LIMITED 95


(j) Creation of charge on the Immovable property of the Haryana, India, 122002", and the said change in
Company in terms of the Facility Agreement dated the place of maintenance of its books of accounts,
February 28, 2023 statutory records, books and papers of the Company
During the period under review, the Company was duly approved by the Board of Directors in its
deposited the original title deed of the property of Pune meeting convened on December 12, 2023.
Maharashtra” (hereinafter referred to as Mortgaged This report is to be read with our letter of even date
Property) with Axis Trustee Services Limited (“Axis which is annexed as Annexure “A” and forms an
Trustee”) in terms of the credit facility agreement integral part of this report.
dated February 28, 2023, executed with IndusInd Bank
Limited (“Lender”), the charge was created over the
Sd/-
Mortgaged Property in the favour of Axis Trustee.
Name of Company Secretary in practice / Firm: Nidhi
(k) Change of the place of keeping books of accounts Choudhary Khandelia, Practising Company Secretary (PCS)
pursuant to the provisions of Section 128 of the
Companies Act, 2013
Membership No. 22292
During the period under review, the Company has Peer Review Certificate No.: 2823/2022
pursuant to the provisions of Section 128 of the CP No.: 24052
Companies Act 2013 and rules made thereunder, UDIN: A022292F000675527
changed the place of maintenance of its books of
accounts, statutory records, books, and papers to Date: July 05, 2024
"14th Floor, Building 10 C Cyber City, Phase-II, Gurgaon, Place: Gurugram

96 ANNUAL REPORT 2023-24


STATUTORY REPORTS

‘Annexure A’

To,
The Members,
Duet India Hotels (Pune) Private Limited
14th Floor, Building 10C, Cybercity,
Phase-II, Gurugram, Haryana, India, 122002
CIN: U55101HR2006PTC046766

My Secretarial Audit Report for the Financial Year ended on March 31, 2024 of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express
an opinion on these secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the secretarial records. The verification was done on a test basis to ensure that correct
facts were reflected in secretarial records. I believe that the process and practices, I followed provide a reasonable basis
for my opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Account of the Company.
4. Wherever required, I have obtained Management representation about the compliance of laws, rules, and regulations and
the happening of events, etc.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, and standards is the
responsibility of Management. My examination was limited to the verification of procedures on a test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the Management has conducted the affairs of the Company.

Sd/-
Name of Company Secretary in practice / Firm: Nidhi Choudhary Khandelia, Practising Company Secretary (PCS)
Membership No. 22292
Peer Review Certificate No.: 2823/2022
CP No.: 24052
UDIN: A022292F000675527

Date: July 05, 2024


Place: Gurugram

SAMHI HOTELS LIMITED 97


SECRETARIAL AUDIT REPORT
For the financial year ended on March 31, 2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, ( There is no Foreign Direct Investment, Overseas Direct


The Members, Investment and External Commercial Borrowings in the
Company during the period under review)
SAMHI Hotels (Ahmedabad) Private Limited
Behind Ganesh Meridian Complex (v) The Regulations and Guidelines prescribed under the
S.G.Highway, Sola Road, Daskroi Ahmedabad Securities and Exchange Board of India Act, 1992 (‘SEBI
Gujrat- 380060 Act’) viz.:-
CIN: U55101GJ2005PTC045397 (a) The Securities and Exchange Board of India
Authorized Capital: ` 86,000,000 (Rupees Eight Crore Sixty (Substantial Acquisition of Shares and Takeovers)
Lacs Only) Regulations,2011;
We have conducted the secretarial audit of the compliance (Not Applicable since the Company is not a

of applicable statutory provisions and the adherence to good Listed Company)
corporate practices by SAMHI Hotels (Ahmedabad) Private (b) The Securities and Exchange Board of India
Limited (hereinafter called the Company). Secretarial Audit (Prohibition of Insider Trading) Regulations,2015;
was conducted in a manner that provided us a reasonable
(Not Applicable since the Company is not a

basis for evaluating the corporate conducts/statutory
Listed Company)
compliances and expressing our opinion thereon.
(c) The Securities and Exchange Board of India
Based on our verification of the Company’s books, papers,
(Issue of Capital and Disclosure Requirements)
minute books, forms and returns filed and other records
Regulations, 2018;
maintained by the Company and also the information
provided by the Company, its officers, agents and authorized (Not Applicable since the Company is not a

representatives during the conduct of secretarial audit, We Listed Company)
hereby report that in our opinion, the Company has, during the (d) The Securities and Exchange Board of India (Share
audit period covering the financial year ended on March 31, Based Employee Benefits and Sweat Equity)
2024 complied with the statutory provisions listed hereunder Regulations, 2021;
and also that the Company has proper Board-processes and (Not Applicable since the Company is not a

compliance-mechanism in place to the extent, in the manner Listed Company)
and subject to the reporting made hereinafter:
(e) The Securities and Exchange Board of India(Issue
We have examined the books, papers, minute books, forms and Listing of Debt Securities) Regulations,2008;
and returns filed and other records maintained by SAMHI
(Not Applicable since the Company is not a

Hotels (Ahmedabad) Private Limited for the financial year
Listed Company)
ended on March 31, 2024 according to the provisions of:
(f) The Securities and Exchange Board of India
(i) The Companies Act, 2013(the Act) and the rules made
(Registrars to an Issue and Share Transfer Agents)
there under;
Regulations,1993 regarding the Companies Act
(ii) The Securities Contracts (Regulation) Act, 1956
and dealing with client;
(‘SCRA’)and the rules made there under;
(Not Applicable since the Company is not a

(Not Applicable since the Company is not a Listed

Listed Company)
Company)
(g) The Securities and Exchange Board of India
(iii) The Depositories Act, 1996 and the Regulations and
(Delisting of Equity Shares) Regulations, 2021; and
Bye-laws framed there under;
(Not Applicable since the Company is not a

(Not Applicable since the Company is not a Listed

Listed Company)
Company)
(h) The Securities and Exchange Board of India (Buy
(iv) Foreign Exchange Management Act,1999 and the rules
back of Securities) Regulations, 2018;
and regulations made there under to the extent of
Foreign Direct Investment, Overseas Direct Investment (Not Applicable since the Company is not a

and External Commercial Borrowings; Listed Company)

98 ANNUAL REPORT 2023-24


STATUTORY REPORTS

(vi) and other applicable laws like as informed and certified sector) since the compliance and monitoring of the said
by the management of the Company which are laws are to be ensured by the management of the Company;
specifically applicable to the Company based on its With the applicable financial laws like direct and indirect
industry/sectors are : laws, since the same have been subject to review by the
(a) Contract Labour (Regulation And Abolition) Act, statutory financial audit by other designated professionals.
1970; During the period under review, the Company has generally
(b) Air (Prevention and Control of Pollution) Act, 1981; complied with the provisions of the Act, Rules, Regulations,
(c) Water (Prevention and Control of Pollution) Act, Guidelines, Standards etc., subject to the following
1974; observations:

(d) Copyright Act, 1957; I. Under Companies Act, 2013:

(e) Indian Boilers Act, 1923; (a) During the period under review the Company
has not filed Form DPT-3 and Form MSME in
(f) Prevention of food adulteration act, 1954
compliance with applicable provisions of the
(g) Bombay Electricity Duty Rules, 1962; Companies Act. 2013 within prescribed time.
(h) Maharashtra Regional and Town Planning  e further report that during the period under review the
W
Amendment Act 1966; Company has generally complied with the provisions of
(i) Bio-Medical Waste (Management & Handling) the Act, Rules, Regulations, Guidelines, Standards, etc.
Rules, 1998; Mentioned above:
(j) Hazardous Wastes (Management, Handling and  he Board of Directors of the Company is duly constituted
T
Transboundary Movement) Rules, 2008; with proper balance of Executive Directors, Non-Executive
(k) Environment (Protection) Act, 1986; Directors and Independent Directors. The changes in the
(l) The Bombay Prohibition Act, 1949 and the rules, composition of the Board of Directors that took place during
regulations and orders made thereunder the period under review were carried out in compliance with
the provisions of the Act.
(m) 
The Maharashtra shops and establishments
(Regulation of Employment and conditions of  dequate notice is given to all directors to schedule the
A
service) Act, 2017 Board Meetings, agenda and detailed notes on agenda were
sent at least seven days in advance, and a system exists for
(n) Food safety and Standards act, 2006
seeking and obtaining further information and clarifications
(o) Mumbai Shops and Establishment Act, 1948; and on the agenda items before the meeting and for meaningful
(p) Other central and state laws including building bye participation at the meeting.
laws, generally applicable to hotels and examined Majority decisions are carried through while the dissenting
compliance with the applicable clauses of the members’ views are captured and recorded as part of the
following: minutes.
(i) Secretarial Standards issued by The Institute of We further report that there are adequate systems and
Company Secretaries of India with respect to Board processes in the Company that commensurate with the
and General Meetings. size and operations of the Company to monitor and ensure

We have relied on the representation made by compliance with applicable laws, rules, regulations and
the Company and its officers for the systems and guidelines.
mechanisms formed by the Company for compliances
under applicable Acts, Rules, Laws and Regulations to For T. Sharad & Associates
the Company. Company Secretaries
(ii) The Listing Agreements entered into by the Company UCN S2004DE845800
with Stock Exchange. Sd/-
(Not Applicable since the Company is not a Listed
 (F.C.S. Sharad Tyagi)
Company) C.P. No. 6129
We have not examined the Compliance by the Company: Date: Wednesday, May 15, 2024
With other laws including applicable labour, industrial, Place: New Delhi
environmental and other industry specific laws (as informed This report is to be read with our letter of even date which is
and certified by the management of the Company which are annexed as ‘Annexure A’ and forms an integral part of this
specifically applicable to the Company based on its industry/ report.

SAMHI HOTELS LIMITED 99


‘Annexure A’

To,
The Members,
SAMHI Hotels (Ahmedabad) Private Limited
Behind Ganesh Meridian Complex
S.G.Highway, Sola Road,Daskroi Ahmedabad Gujrat- 380060
CIN: U55101GJ2005PTC045397

Our report of even date is to be read along with this letter.


1. Maintenance of secretarial record is the responsibility of the management of the Company.
Our responsibility is to express an opinion on these secretarial records based on our audit
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis
for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.

For T. Sharad & Associates


Company Secretaries
UCN S2004DE845800

Sd/-
(F.C.S. Sharad Tyagi)
C.P. No. 6129
Date: Wednesday, May 15, 2024
Place: New Delhi

100 ANNUAL REPORT 2023-24


STATUTORY REPORTS

SECRETARIAL AUDIT REPORT


For the financial year ended on March 31, 2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, and External Commercial Borrowings;


The Members, (There is no Foreign Direct Investment, Overseas

SAMHI JV Business Hotels Private Limited Direct Investment and External Commercial
Caspia Hotels Delhi, District Centre Crossing, Borrowings in the Company during the period under
Opp. Galaxy Toyota Outer Ring Road, Haider Pur, review)
Shalimar Bagh, Delhi-110088
(v) The Regulations and Guidelines prescribed under the
CIN: U55101DL2011PTC214129
Securities and Exchange Board of India Act, 1992 (‘SEBI
Authorized Capital: ` 130,00,00,000 (Rupees One Hundred Act’) viz.:-
Thirty Crores)
(a) The Securities and Exchange Board of India(Substantial
We have conducted the secretarial audit of the compliance Acquisition of Shares and Takeovers) Regulations,2011;
of applicable statutory provisions and the adherence to good
(Not Applicable since the Company is not a Listed

corporate practices by SAMHI JV Business Hotels Private
Company)
Limited (hereinafter called the Company). Secretarial Audit
was conducted in a manner that provided us a reasonable (b) The Securities and Exchange Board of India (Prohibition
basis for evaluating the corporate conducts/statutory of Insider Trading) Regulations,2015;
compliances and expressing our opinion thereon. (Not Applicable since the Company is not a Listed

Based on our verification of the Company’s books, papers, Company)
minute books, forms and returns filed and other records (c) The Securities and Exchange Board of India (Issue of
maintained by the Company and also the information Capital and Disclosure Requirements)Regulations,
provided by the Company, its officers, agents and authorized 2018;
representatives during the conduct of secretarial audit, (Not Applicable since the Company is not a Listed

We hereby report that in our opinion, the Company has, Company)
during the audit period covering the financial year ended (d) The Securities and Exchange Board of India (Share
on March 31, 2024 complied with the statutory provisions Based Employee Benefits and Sweat Equity)
listed hereunder and also that the Company has proper Regulations, 2021;
Board-processes and compliance-mechanism in place to
(Not Applicable since the Company is not a Listed

the extent, in the manner and subject to the reporting made
Company)
hereinafter:
(e) The Securities and Exchange Board of India(Issue and
We have examined the books, papers, minute books, forms
Listing of Debt Securities) Regulations,2008;
and returns filed and other records maintained by SAMHI JV
Business Hotels Private Limited for the financial year ended (Not Applicable since the Company is not a Listed

on March 31, 2024 according to the provisions of: Company)

(i) The Companies Act, 2013(the Act) and the rules made (f) The Securities and Exchange Board of India (Registrars
there under; to an Issue and Share Transfer Agents)Regulations,1993
regarding the Companies Act and dealing with client;
(ii) The Securities Contracts (Regulation) Act, 1956
(‘SCRA’)and the rules made there under; (Not Applicable since the Company is not a Listed

Company)
(Not Applicable since the Company is not a Listed

Company) (g) The Securities and Exchange Board of India (Delisting
of Equity Shares) Regulations, 2021; and
(iii) The Depositories Act, 1996 and the Regulations and
Bye-laws framed there under; (Not Applicable since the Company is not a Listed
Company)
(Not Applicable since the Company is not a Listed

Company) (h) The Securities and Exchange Board of India (Buy back
of Securities) Regulations, 2018;
(iv) Foreign Exchange Management Act,1999 and the rules
and regulations made there under to the extent of (Not Applicable since the Company is not a Listed
Foreign Direct Investment, Overseas Direct Investment Company)

SAMHI HOTELS LIMITED 101


(vi) and other applicable laws like as informed and certified compliance and monitoring of the said laws are to be
by the management of the Company which are ensured by the management of the Company;
specifically applicable to the Company based on its With the applicable financial laws like direct and indirect
industry/sectors are : laws, since the same have been subject to review
(a) Contract Labour (Regulation And Abolition) Act, by the statutory financial audit by other designated
1970; professionals.
(b) Air (Prevention and Control of Pollution) Act, 1981; During the period under review, the Company has
(c) Water (Prevention and Control of Pollution) Act, generally complied with the provisions of the Act, Rules,
1974; Regulations, Guidelines, Standards etc., subject to the
following observations:
(d) Copyright Act, 1957;
I. Under Companies Act, 2013:
(e) Indian Boilers Act, 1923;
(a) During the period under review the Company
(f) Prevention of food adulteration act, 1954
has not filed Form DPT-3 and Form MSME in
(g) Bombay Electricity Duty Rules, 1962; compliance with applicable provisions of the
(h) Maharashtra Regional and Town Planning Companies Act. 2013 within prescribed time.
Amendment Act 1966; We further report that during the period under review the
(i) Bio-Medical Waste (Management & Handling) Company has generally complied with the provisions of
Rules, 1998; the Act, Rules, Regulations, Guidelines, Standards, etc.
(j) Hazardous Wastes (Management, Handling and Mentioned above:
Transboundary Movement) Rules, 2008; The Board of Directors of the Company is duly
(k) Environment (Protection) Act, 1986; constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors.
(l) The Bombay Prohibition Act, 1949 and the rules,
The changes in the composition of the Board of
regulations and orders made thereunder
Directors that took place during the period under review
(m) 
The Maharashtra shops and establishments
were carried out in compliance with the provisions of
(Regulation of Employment and conditions of
the Act.
service) Act, 2017
Adequate notice is given to all directors to schedule the
(n) Food safety and Standards act, 2006
Board Meetings, agenda and detailed notes on agenda
(o) Mumbai Shops and Establishment Act, 1948; and were sent at least seven days in advance, and a system
(p) Other central and state laws including building bye exists for seeking and obtaining further information and
laws, generally applicable to hotels and examined clarifications on the agenda items before the meeting
compliance with the applicable clauses of the and for meaningful participation at the meeting.
following: 
Majority decisions are carried through while the
(i) Secretarial Standards issued by The Institute of dissenting members’ views are captured and recorded
Company Secretaries of India with respect to Board as part of the minutes.
and General Meetings. We further report that there are adequate systems and

We have relied on the representation made by processes in the Company that commensurate with
the Company and its officers for the systems and the size and operations of the Company to monitor
mechanisms formed by the Company for compliances and ensure compliance with applicable laws, rules,
under applicable Acts, Rules, Laws and Regulations to regulations and guidelines.
the Company. For T. Sharad & Associates
(ii) The Listing Agreements entered into by the Company Company Secretaries
with Stock Exchange. UCN S2004DE845800
(Not Applicable since the Company is not a Listed
 Sd/-
Company) (F.C.S. Sharad Tyagi)
We have not examined the Compliance by the Company: C.P. No. 6129
With other laws including applicable labour, industrial, Date: Wednesday, May 15, 2024
environmental and other industry specific laws (as Place: New Delhi
informed and certified by the management of the This report is to be read with our letter of even date which is
Company which are specifically applicable to the annexed as ‘Annexure A’ and forms an integral part of this
Company based on its industry/sector) since the report.

102 ANNUAL REPORT 2023-24


STATUTORY REPORTS

‘Annexure A’

To,
The Members,
SAMHI JV Business Hotels Private Limited
Caspia Hotels Delhi, District Centre Crossing,
Opp. Galaxy Toyota Outer Ring Road, Haider Pur,
Shalimar Bagh, Delhi-110088
CIN: U55101DL2011PTC214129

Our report of even date is to be read along with this letter.


1. Maintenance of secretarial record is the responsibility of the management of the Company.
Our responsibility is to express an opinion on these secretarial records based on our audit
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis
for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility
of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.

For T. Sharad & Associates


Company Secretaries
UCN S2004DE845800

Sd/-
(F.C.S. Sharad Tyagi)
C.P. No. 6129
Date: Wednesday, May 15, 2024
Place: New Delhi

SAMHI HOTELS LIMITED 103


ANNEXURE - 4 to Board’s Report

104
REMUNERATION DETAILS FOR THE FINANCIAL YEAR 2023-24

A. Particulars of top ten employee(s) in terms of remuneration drawn employed during the financial year 2023 – 24 pursuant to Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 including any modification thereof and forming the part of the Board’s Report:
Name of Designation Gross Nature of Qualifications and experience Date of Age Last employment held % of Equity Whether he/she is
Employee Remuneration employment, commencement by such employee shares held by the a relative of any
received whether of employment before joining the employee in the director or manager
(Amount in `) contractual or Company Company of the Company and
otherwise if so, name of such
director or manager
Mr. Ashish Managing 283,840,502 Permanent Post Graduate in management with February 16, 2011 48 InterGlobe Hotels Pvt. 0.83% No
Jakhanwala Director & CEO specialization in Finance and Strategy Ltd.
from IMI/ Graduate Diploma in Hotel
Management
(25 years)
Mr. Gyana Das Executive 122,345,550 Permanent Masters in City Planning/ Bachelors in February 08, 2011 44 InterGlobe Hotels Pvt. 0.18% No
Vice President Architecture Ltd.
and Head of (18 years)
Investments
Mr. Rajat Mehra Chief Financial 120,906,266 Permanent M.Com, F.C.A December 11, 51 Religare Enterprises 0.18% No
Officer (25 years) 2012 Limited
Mr. Sanjay Jain Senior Director 24,751,291 Permanent Company Secretary; Cost and July 01, 2011 54 Consultant 0.02% No
Management Accountant; B.Com.
(Hons) – University Of Delhi
(29 years)
Mr. Manish Associate 24,482,965 Permanent Chartered Accountant; B.Com (Hons) January 02, 2013 42 Manager Finance 0.02% No
Bhagat Director from University of Delhi – Air Works India
(17 years) Engineering Pvt. Ltd
Ms. Tanya General 24,464,322 Permanent B.A., LL.B. from Army Institute of Law, May 02, 2017 39 Phoenix Legal 0.03% No
Chakravarty Counsel Mohali, Punjab
(16 years)
Mr. Nakul Associate Vice 21,973,815 Permanent BS (Finance) from Carnegie Mellon June 17, 2019 32 Associate, 0.02% No
Manaktala President University, USA and Pursuing CFA Investments - ART
Level 3 Special Situations
(11 years) Finance, Mumbai
Ms. Sangeeta Director 12,270,186 Permanent B.A. Honours from University of August 20, 2014 36 Revenue manager - Nil as on March No
Mohan - Asset Huddersfield, UK Affiliated University IHCL (Taj Group) 31, 2024, however,
Management (IHM-Aurangabad) and BBA from post financial year
Babasaheb Ambedkar University, 2023-24, 0.02%
Aurangabad
(13 years)

ANNUAL REPORT 2023-24


Name of Designation Gross Nature of Qualifications and experience Date of Age Last employment held % of Equity Whether he/she is
Employee Remuneration employment, commencement by such employee shares held by the a relative of any
received whether of employment before joining the employee in the director or manager

SAMHI HOTELS LIMITED


(Amount in `) contractual or Company Company of the Company and
otherwise if so, name of such
director or manager
Ms. Anamika Office 7,398,822 Permanent B.Com. (Honours) from Roheilkhand February 16, 2011 40 InterGlobe Hotels Pvt. Nil No
Chandola Manager / EA University, Bareilly, U.P. and Advanced Ltd.
Ganesh to MD & CEO Diploma in Computer Applications
Aptech
(19 years)
Mr. Dhiraj Senior 7,274,794 Permanent Bachelor of Arts (B.A.) from Delhi January 01, 2014 43 S & M Hospitality Nil No
Chopra Manager University, Microsoft Certified Private Limited
Professional, Cisco Certified
Professional, Certified ISO/IEC 27001
& ISO/IEC 27002 Lead Implementer
(20 years)
B. Particulars of employee(s) in receipt of remuneration of more than one crore two lakh rupees per annum during the financial year 2023 – 24 pursuant to Rule 5(2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any modification thereof and forming the part of the Board’s Report:
Name Designation Gross Nature of Qualifications and experience Date of Age Last employment % of Equity Whether he/she is
of Employee Remuneration employment, commencement held by such shares held by the a relative of any
received whether of employment employee before employee in the director or manager
(Amount in `) contractual joining the Company Company of the Company and
or otherwise if so, name of such
director or manager
Mr. Ashish Managing 283,840,502 Permanent Post Graduate in management with February 16, 2011 48 InterGlobe Hotels Pvt. 0.83% No
Jakhanwala Director & CEO specialization in Finance and Strategy Ltd.
from IMI/ Graduate Diploma in Hotel
Management
(25 years)
Mr. Gyana Das Executive 122,345,550 Permanent Masters in City Planning/ Bachelors in February 08, 2011 44 InterGlobe Hotels Pvt. 0.18% No
Vice President Architecture Ltd.
and Head of (18 years)
Investments
Mr. Rajat Mehra Chief Financial 120,906,266 Permanent M.Com, F.C.A December 11, 51 Religare Enterprises 0.18% No
Officer (25 years) 2012 Limited
Mr. Sanjay Jain Senior Director 24,751,291 Permanent Company Secretary; Cost and July 01, 2011 54 Consultant 0.02% No
Management Accountant; B.Com.
(Hons) – University of Delhi
(29 years)
STATUTORY REPORTS

105
106
Name Designation Gross Nature of Qualifications and experience Date of Age Last employment % of Equity Whether he/she is
of Employee Remuneration employment, commencement held by such shares held by the a relative of any
received whether of employment employee before employee in the director or manager
(Amount in `) contractual joining the Company Company of the Company and
or otherwise if so, name of such
director or manager
Mr. Manish Associate 24,482,965 Permanent Chartered Accountant; B.Com (Hons) January 02, 2013 42 Manager Finance 0.02% No
Bhagat Director from University of Delhi – Air Works India
(17 years) Engineering Pvt. Ltd
Ms. Tanya General 24,464,322 Permanent B.A., LL.B. from Army Institute of Law, May 02, 2017 39 Phoenix Legal 0.03% No
Chakravarty Counsel Mohali, Punjab
(16 years)
Mr. Nakul Associate Vice 21,973,815 Permanent BS (Finance) from Carnegie Mellon June 17, 2019 32 Associate, 0.02% No
Manaktala President University, USA and Pursuing CFA Investments - ART
Level 3 Special Situations
(11 years) Finance, Mumbai
Ms. Sangeeta Director 12,270,186 Permanent B.A. Honours from University of August 20, 2014 36 Revenue manager - Nil as on March No
Mohan - Asset Huddersfield, UK Affiliated University IHCL (Taj Group) 31, 2024, however,
Management (IHM-Aurangabad) and BBA from post financial year
Babasaheb Ambedkar University, 2023-24, 0.02%
Aurangabad
(13 years)
C. Particulars of employee(s) if employed for a part of the financial year was in receipt of remuneration of more than eight lakh fifty thousand rupees per month during the financial
year 2023–24 pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any modification thereof and forming the
part of the Board’s Report: Not Applicable

For and on behalf of


SAMHI HOTELS LIMITED

Sd/-
Ashish Jakhanwala
Chairman, Managing Director & CEO
C-4/4038, Vasant Kunj,
New Delhi-110070
DIN: 03304345
Date: August 02, 2024

ANNUAL REPORT 2023-24


Place: Gurugram
STATUTORY REPORTS

ANNEXURE - 5 to Board’s Report

INFORMATION REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

I. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company and the
percentage increase in the remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, for the financial year 2023-24

Name of Director(s) Designation Ratio of remuneration Percentage


of each Director to (%) increase in
median remuneration remuneration in
of employees the financial year
Mr. Ashish Jakhanwala Chairman, Managing Director & 563.27 57%
Chief Executive Officer
Mr. Manav Thadani Non-Executive and Non-Independent Director NIL Not Applicable
Mr. Aditya Jain Non-Executive and Independent Director NIL Not Applicable
Mr. Michael David Holland Non-Executive and Independent Director NIL Not Applicable
Mr. Michael Peter Schulhof Non-Executive and Non-Independent Director NIL Not Applicable
Mrs. Archana Capoor Women Non-Executive and NIL Not Applicable
Independent Director
Mr. Krishan Dhawan Non-Executive and Independent Director NIL Not Applicable
Mr. Ajish Abraham Jacob Non-Executive and Non-Independent Director NIL Not Applicable
Mr. Sanjay Jain Senior Director – Corporate Affairs, Not Applicable 46%
Company Secretary Compliance Officer
Mr. Rajat Mehra Chief Financial Officer Not Applicable 72%
II. The percentage increase in the median remuneration of employees in the financial year 2023-24: 18%
III. The number of permanent employees on the rolls of Company: 26 employees (at corporate level) as on March 31, 2024
IV. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof
and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average
percentile increase in the remuneration of employees other than the managerial personnel in the last financial year is 77%
as compared to the increase in the remuneration of managerial personnel which is 57%. The significant increase in the
remuneration is due to onetime bonus provided to all the employees during the reported financial year.
V. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that
the remuneration paid to the Directors, Key Managerial Personnel and Members of Senior Management is as per the
Nomination and Remuneration Policy of the Company.

For and on behalf of


SAMHI HOTELS LIMITED

Sd/-
Ashish Jakhanwala
Chairman, Managing Director & CEO
C-4/4038, Vasant Kunj,
New Delhi-110070
DIN: 03304345
Date: August 02, 2024
Place: Gurugram

SAMHI HOTELS LIMITED 107


ANNEXURE - 6 to Board’s Report

AOC-2
(All amounts in ` mn, unless otherwise stated)
Sl. Name(s) of the related party and Nature of contracts/ Duration of Salient terms Date(s) Amount
No. nature of relationship arrangements / transactions contracts/ of contracts / of paid as
arrangements/ arrangements approval advances,
transactions / transactions by the if any
including the Board
value, if any
(in mn)
1. SAMHI JV Business Hotels Private Sale of Services - Recreation and 94.74
Limited [Subsidiary] other services
Reimbursement of expenses (net) 6.71

2. SAMHI Hotels (Ahmedabad) Private Reimbursement of expenses (net) 5.09


Limited [Subsidiary] Sale of Services - Recreation and 157.23
other services
3. SAMHI Hotels (Gurgaon) Private Sale of Services - Recreation and 34.32
Limited [Subsidiary] other services
Reimbursement of expenses (net) 0.59
4. CASPIA Hotels Private Limited Sale of Services - Recreation and 70.74
[Subsidiary] other services
5. Barque Hotels Private Limited Sale of Services - Recreation and 121.25
[Subsidiary] other services
Reimbursement of expenses (net) 2.19
6. Ascent Hotels Private Limited Sale of Services - Recreation and 117.99
[Subsidiary] other services
7. Argon Hotels Private Limited Sale of Services - Recreation and 67.95
[Subsidiary] other services
8. Paulmech Hospitality Private Limited Sale of Services - Recreation and 4.89
[Subsidiary] other services
9. Duet India Hotels (Ahmedabad) Private Reimbursement of expenses (net) 0.94
Limited [Subsidiary]
10. Duet India Hotels (Hyderabad) Private Reimbursement of expenses (net) 1.25
Limited [Subsidiary]
11. Duet India Hotels (Chennai OMR) Reimbursement of expenses (net) 0.96
Private Limited [Subsidiary]
12. Duet India Hotels (Jaipur) Private Reimbursement of expenses (net) 0.95
Limited [Subsidiary]
13. Duet India Hotels (Chennai) Private Reimbursement of expenses (net) 0.95
Limited [Subsidiary]
14. Duet India Hotels (Pune) Private Reimbursement of expenses (net) 1.28
Limited [Subsidiary]
15. Ashish Jakhanwala Key management personnel 286.28
[Key managerial personnel (KMP)] compensation (inculding Equity
settled share based payments)
16. Rajat Mehra Key management personnel 123.55
[Key managerial personnel (KMP)] compensation (inculding Equity
settled share based payments)
17. Archana Capoor Director's sitting fees 1.30
Director
18. Manav Thadani Director's sitting fees 1.20
Director
19. Krishan Dhawan Director's sitting fees 1.80
Director
20. Aditya Jain Director's sitting fees 1.80
Director
21. Michael David Holland Director's sitting fees 1.40
Director
22. Michael Peter Schulhof Director's sitting fees 2.00
Director

108 ANNUAL REPORT 2023-24


STATUTORY REPORTS

ANNEXURE - 7 to Board’s Report

NOMINATION AND REMUNERATION POLICY


1. BACKGROUND company, means – (i) chief executive officer or the
The Policy of the Company is formulated under managing director or the manager; (ii) company
the requirements of applicable laws, including the secretary; (iii) whole-time director(s); (iv) chief
Companies Act and the LODR Regulations as amended financial officer; and (v) such other officer as may
from time to time. The Policy is intended to set out be prescribed;
criteria to pay equitable remuneration to the Directors, (i) ‘LODR Regulations’ means Securities and
Key Managerial Personnel and Senior Management Exchange Board of India (Listing Obligations and
Employees of the Company, amongst other things, and Disclosure Requirements) Regulations, 2015, as
to harmonise the aspirations of human resources with amended from time to time;
the goals of the Company. (j) ‘Policy’ means this nomination and remuneration
policy of the Company;
2. OBJECTIVE
(k) ‘Senior Management Employees’ means
(a) The objective of the policy is to lay out the personnel of the Company who are members
principles for determining remuneration for of its core management team excluding the
Directors, Key Managerial Personnel and Senior Board of Directors and comprising all members
Management Employees to ensure: of management one level below the executive
(i) that the level and composition of directors, including functional / department heads.
remuneration is reasonable and sufficient
to attract, retain and motivate talent and 4. APPOINTMENT
quality of professionals required for effective (a) The Board shall assess the requirement of the
management the business; appointment of a new Director on the Board in the
(ii) relationship of remuneration to performance following events:
is clear and meets appropriate performance (i) To fill up any vacancy,
benchmarks; and (ii) To fulfill a statutory requirement, or
(iii) judicious balance between fixed and (iii) To fill up critical positions in the Company as
variable pay reflecting short and long- per the organization structure.
term performance objectives aligned to the
(b) Based on the requirements assessed above, the
working of the Company and its goals.
Committee shall recommend the person / persons
to be appointed by the Company.
3. DEFINITIONS
(c) Criteria for appointment as Director: The incumbent
(a) “Board” Board of Directors of the Company;
should: (A) not be disqualified in terms of Section
(b) “Committee” means the nomination and 164 of the Companies Act; (B) be eligible in terms
remuneration committee of the Company as of Schedule V of the Companies Act, if he is going
constituted by the Board, in accordance with the to be appointed as managing director, whole-time
Companies Act and the LODR Regulations; director or manager of the Company; (iii) fulfill the
(c) “Companies Act” means the Companies Act, terms of independence as per the provisions of
2013 and rules thereunder, as amended from time Section 149 and Schedule IV to the Companies
to time; Act; and (iv) possess qualification, experience,
(d) “Company” means SAMHI Hotels Limited; capability and knowledge commensurate with the
functional responsibilities he has to fulfill.
(e) ‘Designated Senior Management Employees’
means officers/ personnel of the Company who (d) Re-appointment of Independent Directors shall
are members of its core management team be on the basis of report of their performance
excluding the Board of Directors, and such other evaluation.
officers as may be decided by the Nomination and (e)  he Committee shall also assess the prospective
T
Remuneration Committee, from time to time. appointees for Key Managerial Personnel and
(f) ‘Director(s)’ means Directors of the Company; Senior Management Employees as per the
following criteria: The incumbent should possess
(g) ‘Independent Director’ means a Director referred
the following qualities: (A) Qualification and
to in Section 149(6) of the Act;
experience should be commensurate with the
(h) ‘Key Managerial Personnel’, in relation to a
function to be handled; and (B) He / she should

SAMHI HOTELS LIMITED 109


NOMINATION AND REMUNERATION POLICY (Contd.)

display SAMHI values i.e. integrity, people, passion, Provided that an Independent Director shall
excellence and distinction. not, during the said period of 3 (Three) years,
(f)  uccession Planning – The Committee shall
S be appointed in or be associated with the
review succession plans of the Board, Key Company in any other capacity, either directly
Managerial Personnel and Senior Management or indirectly.
Employees.
7. REMUNERATION OF DIRECTORS
5. CESSEATION (a) Remuneration Principles
(a) Removal (i) The remuneration payable to Directors shall
Due to reasons for any disqualification mentioned be in accordance with the provisions of the
in the Companies Act, 2013, rules made Companies Act and Articles of Association of
thereunder or under any other applicable Act, rules the Company.
and regulations, the Committee may recommend, (ii) The remuneration payable to Directors
to the Board with reasons recorded in writing, will be determined by the Committee and
removal of a Director subject to the provisions and recommended to the Board for approval.
compliance of the said Act, rules and regulations. Remuneration, if approved by the Board will
be subject to approval of the shareholders
(b) Retirement
and such other regulatory approvals,
The Directors, KMP and Senior Management wherever required.
Employees shall retire as per the applicable
(iii) Remuneration payable to be commensurate
provisions of the Companies Act and the prevailing
with qualification, experience and
human resources policy of the Company. The
participation of Directors in providing
Board and the Committee will have the discretion to
strategic guidance to the Company
retain the Directors, KMP and Senior Management
Employees in the same position / remuneration or (iv) Remuneration payable may be decided
otherwise, even after attaining the retirement age, based on the performance evaluation of each
for the benefit of the Company. of the Directors and Board, as a whole.

(b) Remuneration Components


6. TERM / TENURE
(i) Every non-executive Director shall be entitled
(a) Executive Directors to sitting fee for every meeting of the Board
The Company shall appoint or re-appoint any and Committees of the Board attended by
person as its Managing Director or Whole-time him/her as may be approved by the Board
Director for a term not exceeding 5 (Five) years at from time to time within the permissible
a time. No re-appointment shall be made earlier limits specified under the Act.
than 1 (One) year before the expiry of term. (ii) The Committee shall decide other
(b) Independent Directors components of remuneration, if any, payable
to non-executive Directors as per applicable
(i) Subject to the provisions of the Companies
provisions of the Act.
Act, an Independent Director of the Company
may hold office for a term up to 5 (Five) (iii) Remuneration payable to any Director in
consecutive years on the Board or such terms of Section 197 of the Companies Act,
shorter period as may be recommended shall include remuneration payable to him for
by the Board and will be eligible for re- the services rendered in any other capacity
appointment on passing of a special unless:
resolution by the Company and disclosure(s) • 
the services rendered are of a
of such appointment in the Board's report. professional nature; and
(ii) No Independent Director shall hold office for • the Committee is of the opinion that
more than 2 (Two) consecutive terms, but the Director possesses requisite
such Independent Director shall be eligible for qualification for practice of the
appointment after expiry of 3 (Three) years of profession.
ceasing to become an Independent Director.

110 ANNUAL REPORT 2023-24


STATUTORY REPORTS

NOMINATION AND REMUNERATION POLICY (Contd.)

(iv) Where any insurance is taken by the Fixed Pay: being the base pay and
• 
Company in respect of its Managing allowances linked thereto;
Director, Whole-time Directors and/ or Non- Variable
•  Pay: performance-linked
executive Directors for indemnifying any of component based on the extent of
them against any liability in respect of any achievement of the individual’s KRAs
negligence, default, misfeasance, breach of and performance of the business unit;
duty or breach of trust for which they may
Perquisites: benefits in the nature of
• 
be guilty in relation to the Company, the
facilities provided by the Company;
premium paid on such insurance shall not be
treated as part of the remuneration payable Contribution to Provident and other
• 
to any such personnel. funds: includes contribution to provident
fund, gratuity and superannuation
(c) Minimum Remuneration to managing director or
funds.
whole-time director or a manager
(ii) The proportion of variable pay in the total
If, in any financial year, the Company has no profits
remuneration may increase with the elevation
or its profits are inadequate, the Company shall pay
in grade and responsibilities.
remuneration to its managing director or whole-
time directors or the manager in accordance with (iii) Rewards – given by the Company to motivate
the provisions of Schedule V of the Companies and retain employees shall form part of the
Act, 2013. remuneration.
(c) Where any insurance is taken by the Company
8. 
REMUNERATION OF KEY MANAGERIAL on behalf of its Key Managerial Personnel for
PERSONNEL (OTHER THAN MANAGING DIRECTOR indemnifying any of them against any liability in
AND WHOLE-TIME DIRECTOR) AND SENIOR respect of any negligence, default, misfeasance,
MANAGEMENT EMPLOYEES breach of duty or breach of trust for which they
(a) Remuneration Principles may be guilty in relation to the Company, the
premium paid on such insurance shall not be
(i) The Committee shall endeavour to
treated as part of the remuneration payable to any
recommend such level and composition
such personnel.
of remuneration which is reasonable and
sufficient to attract, motivate and retain high
9. EVALUATION
calibre professionals in the Company.
(a) 
The Committee shall regularly assess the
(ii) Remuneration, in case of new appointment,
requirement of expertise necessary on the Board
shall be recommended on the basis of
to oversee and provide strategic guidance to
individual’s qualification, experience,
Company’s business.
competencies, and responsibilities to be
discharged for the assigned job and potential (b) Based on the understanding at Paragraph 8(a)
contribution to the Company. above, the purpose of Board evaluation is to:

(iii) All remuneration, in whatever form, payable to (i) Improve the performance of Board for
Designated Senior Management Employees achievement of corporate goals and
shall be reviewed and recommended to the objectives.
Board, after taking into account the views of (ii) Assess the balance of skills, knowledge and
the management of the Company and the experience on the Board.
Managing Director will take decisions in this (iii) Identify areas to be focused for improvement.
regard to the extent of his/her authority .
(iv) Identify and create awareness about the role
(iv) Increment in remuneration shall be annual of Directors individually and collectively as
and will be based on appraisal process Board.
conducted as per the Human Resource
(v) Identify ongoing trainings to ensure that
Policy of the Company.
the Directors are provided with adequate
(b) Remuneration Components information to understand Company’s
(i) Remuneration may, subject to approvals, business, the industry and their duties &
comprise the following: responsibilities (both legal and fiduciary).

SAMHI HOTELS LIMITED 111


NOMINATION AND REMUNERATION POLICY (Contd.)

(vi) Build a Board which provides strategic (f) The Committee may, under the authority granted
guidance and contribution for overall growth by the Board, engage consultant(s) for establishing
of the organization. / assisting in the process of Board evaluation.
(vii) Build teamwork and develop effective (g) 
The evaluation methodology shall be reviewed
coordination between Board members annually by the Committee.
towards growth of the organization.
(c) Board evaluation requires: 10. AUTHORITY

(i) Deciding individual and collective roles and 


The Committee shall have free access to the
responsibilities of the Directors; management and management’s information. The
Committee, at its sole authority, may seek the advice
(ii) Setting the standards of individual
of outside experts or consultants at the Company’s
performance of every Director and collective
expenses, wherever necessary, to discharge its duties
performance as the Board.
and responsibilities.
(d) 
The Committee shall lay down the criteria
and framework for performance evaluation of 11. REVIEW AND AMENDMENTS TO THE POLICY
each Director and for implementation of the The Board may review, amend, abrogate, modify or
methodology to be followed by the Company revise any or all provisions of this Policy from time to
for performance evaluation of the Board, its time. However, amendments in the Companies Act or
committees and individual directors and for the in the LODR Regulations that mandatorily apply to the
periodic review of the same. Company shall be deemed to be incorporated in this
(e) The performance evaluation of the Board and the Policy and shall be binding.
Directors shall take place as per the policy on the
evaluation of the board and its directors of the
Company.

112 ANNUAL REPORT 2023-24


STATUTORY REPORTS

ANNEXURE - 8 to Board’s Report

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (‘CSR’) ACTIVITIES

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024

1. Brief outline of the Company’s CSR Policy.


At SAMHI Hotels Limited, we are committed to the vision of corporate and business responsibility. We believe in the
relentless commitment towards economic, environmental, and social development for our employees and their families as
well as the community and society at large. Our strategic CSR initiatives are dynamic efforts towards such commitments.
We recognize that the responsibilities are not limited to business objectives but also lie towards society and its welfare.

Our initiatives are aimed towards the objective of ‘promoting education, including special education and employment
enhancing vocational skills especially among children, women, elderly, and the differently abled and livelihood enhancement
projects’.

2.  omposition of Corporate Social Responsibility Committee to Corporate Social Responsibility and Environmental,
C
Social and Governance Committee (‘CSR & ESG Committee’)1
The CSR & ESG Committee comprises of the following directors2:

S.No. Name of the Director, Designation and Nature of Number of meetings of Number of meetings
Directorship CSR Committee held of CSR attended
during the year during the year
1. Mr. Krishan Dhawan, Independent Director (Chairperson) 01
2. Mrs. Archana Capoor, Independent Director (Member) 01 01
3. Mr. Michael David Holland, Independent Director (Member) Not Applicable

3.  rovide the web-link(s) where Composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are
P
disclosed on the website of the Company
CSR & ESG Committee – https://samhi.co.in/wp-content/uploads/2024/08/Committee-Position-SAMHI-2.pdf

CSR Policy – https://samhi.co.in/wp-content/uploads/2024/02/Corporate-Social-Responsibility-Policy.pdf

CSR Projects – Not Applicable

4.  rovide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance
P
of sub-rule (3) of Rule 8, if applicable.
The Company has not carried out Impact assessment of CSR projects in pursuance of sub-rule (3) of rule 8 of the
Companies (Corporate Social responsibility Policy) Rules, 2014 as the same is not applicable to the Company.

5. (a) Average net profit of the company as per sub-section (5) of section 135: The Company has incurred an average net
loss during the last three financial years, i.e. 2022-23, 2021-22, 2020-21 is ` (783.38) million.

(b) Two percent of average net profit of the company as per sub-section (5) of section 135: Not Applicable, as the
Company has incurred average net loss during the last three financial years

(c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: Nil

(d) Amount required to be set-off for the financial year, if any: Nil

(e) Total CSR obligation for the financial year [(b)+(c)-(d)]: Nil

1
The Board of Directors has changed the nomenclature of Corporate Social Responsibility Committee to Corporate Social
Responsibility and Environmental, Social and Governance Committee (‘CSR & ESG Committee’), in their meeting held on March
21, 2024
2
The CSR & ESG Committee has been reconstituted by the Board of Directors of the Company in their meeting held on August
02, 2024

SAMHI HOTELS LIMITED 113


6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Not Applicable

(b) Amount spent in administrative overheads: Nil

(c) Amount spent on Impact Assessment, if applicable: Nil

(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Nil

(e) CSR amount spent or unspent for the Financial Year:


Total Amount Spent Amount Unspent (in INR)
for the Financial Total Amount transferred to Total Amount transferred to Unspent CSR Account as
Year (in INR) Unspent CSR Account as per per sub-section (6) of section 135
sub-section (6) of section 135
Amount Date of transfer Name of the Fund Amount Date of transfer
Not Applicable

(f) Excess amount for set-off, if any.


Sl. No. Particulars Amount (in `)
(1) (2) (3)
(i) Two percent of average net profit of the company as per sub-section (5) of section 135 Not Applicable
(ii) Total amount spent for the Financial Year Not Applicable
(iii) Excess amount spent for the Financial Year [(ii)-(i)] Not Applicable
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous Not Applicable
Financial Years, if any
(v) Amount available for set off in succeeding Financial Years [(iii)-(iv)] Not Applicable
7.  etails of Unspent Corporate Social Responsibility amount for the preceding three Financial Years: The Company
D
does not have any unspent CSR amount in any of the preceding three financial years and hence disclosure under
this clause does not arise.
1 2 3 4 5 6 7 8
Sl. Preceding Amount Balance Amount Amount transferred to a Amount Deficiency,
No. Financial transferred Amount in Spent Fund as specified under remaining to if any
Year(s) to Unspent Unspent in the Schedule VII as per be spent in
CSR Account CSR Account Financial second proviso to sub- succeeding
under sub- under sub- Year section (5) of section Financial
section (6) section (6) (in Rs) 135, if any Years
of section of section Amount Date of (in Rs)
135 (in Rs.) 135 (in Rs.) (in INR) Transfer
1 FY-1
2 FY-2 Not Applicable
3 FY-3

114 ANNUAL REPORT 2023-24


STATUTORY REPORTS

8.  hether any capital assets have been created or acquired through Corporate Social Responsibility amount spent
W
in the Financial Year. If Yes, enter the No. (amount) of Capital assets created/ acquired. Furnish the details relating
to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial
Year:
The Company has not created or acquired any capital asset through CSR spending in the financial year and hence
reporting under this clause does not arise.
Short particulars of the Pincode Amount
Sl. property or asset(s) of the Date of of CSR Details of entity/ Authority/
No. [including complete address property or creation amount beneficiary of the registered owner
and location of the property] asset(s) spent
(1) (2) (3) (4) (5) (6)
CSR
Registration Registered
Name
Number, if address
applicable
Not Applicable
9.  pecify the reason(s), if the company has failed to spend two per cent of the average net profit as per sub-section (5)
S
of Section 135:
Since the Company has incurred an average net loss during the last three financial years and hence reporting under this
clause does not arise.
For and on behalf of
SAMHI HOTELS LIMITED

Sd/-
Ashish Jakhanwala
Chairman, Managing Director & CEO
C-4/4038, Vasant Kunj,
New Delhi-110070
DIN: 03304345
Date: August 02, 2024
Place: Gurugram

SAMHI HOTELS LIMITED 115


ANNEXURE - 9 to Board’s Report

CONSERVATION OF ENERGY
Information under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014
and forming part of the Board’s Report for the financial year ended March 31, 2024

(A) CONSERVATION OF ENERGY-


i. Company has taken various steps towards conservation of energy and positive impact on environment. Below are
some of the key initiatives:
a. Double-glazed units on facade with heat-reflective films in key areas
b. Solar water heating system
c. Variable frequency drive in AHU
d. Energy-efficient Variable Refrigerant Flow based air-conditioning units
e. Controls for temperature setting/ louvre setting/ mode & thermostats for FCUs/ AHUs/ TFAs
f. Heat pumps to transfer energy gained in air-conditioning to heat water for showers & kitchens
g. Insulation of ducting, chilled water & hot water pipeline & valves and hot water tanks
h. Low-flow fixtures & aerators to check pumping volume & therefore pumps usage
i. Key-card based occupancy sensing & motion detection sensors
j. Blackout curtains and keeping curtains closed during low occupancy
k. LED lamps, programmable light controls (dimmers), timer-based lighting and self-glowing (auto-glo) exit signages
l. Central Building Automation System
ii. the steps taken by the Company for utilizing alternate sources of energy:
a. Company has entered into Power Purchase Agreements (‘PPA’) with various third-party organizations to source
energy from alternate sources such as solar and wind
b. During FY24, 13% of our total energy consumption was sources from alternate sources through these PPAs
iii. the capital investment on energy conservation equipment’s
a. During FY24, a total ` 34.73 million capital expenditure was done towards improving energy efficiency at our
hotel assets which is about 15% of our total capital expenditure during the financial year

(B) TECHNOLOGY ABSORPTION- (N.A.)


i. the efforts made towards technology absorption;
ii. the benefits derived like product improvement, cost reduction, product development or import substitution;
iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
a. the details of technology imported;
b. the year of import;
c. whether the technology been fully absorbed;
d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
iv. the expenditure incurred on Research and Development

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO-


- Earnings in foreign currency: ` 300.92 millions;
- Expenditure in foreign currency: ` 75.03 millions
For and on behalf of
SAMHI HOTELS LIMITED

Sd/-
Ashish Jakhanwala
Chairman, Managing Director & CEO
C-4/4038, Vasant Kunj,
Date: August 02, 2024 New Delhi-110070
Place: Gurugram DIN: 03304345

116 ANNUAL REPORT 2023-24


STATUTORY REPORTS

ANNEXURE - 10 to Board’s Report

S. No. Particulars Details


a. Options granted 5,477,860
b. Options vested 2,017,310
c. Options exercised 2,017,310
d. The total number of shares arising as a result of exercise of 2,017,310
options
e. Options lapsed Nil
f. Exercise price ` 1.00
g. Variation of terms of options Not Applicable

h. Money realized by exercise of options ` 2,017,310.00


i. Total number of options in force 3,460,550
j. Employee wise details of options granted to:
i. Key Managerial Personnel and Senior Management Employee Options Granted
Ashish Jakhanwala 2,302,454
Gyana Das 1,080,155
Rajat Mehra 1,080,155
Tanya Chakravarty 276,844
Sanjay Jain 184,563
Manish Bhagat 184,563
Sangeeta Mohan 184,563
Nakul Manaktala 184,563

ii. Any other employee who receives a grant in any one year Nil
of options amounting to 5% or more of the options granted
during the year
iii. Identified employees who were granted option, during any Employee Options Granted
one year, equal to or exceeding 1% of the issued capital
Ashish Jakhanwala 2,302,454
(excluding outstanding warrants and conversions) of the
Gyana Das 1,080,155
Company at the time of grant
Rajat Mehra 1,080,155

For and on behalf of


SAMHI HOTELS LIMITED

Sd/-
Ashish Jakhanwala
Chairman, Managing Director & CEO
C-4/4038, Vasant Kunj,
Date: August 02, 2024 New Delhi-110070
Place: Gurugram DIN: 03304345

SAMHI HOTELS LIMITED 117


MANAGEMENT DISCUSSION AND ANALYSIS

GLOBAL ECONOMY Outlook


In CY 2023, the global economy saw a modest recovery, In CY 2024 and CY 2025, the global economy, showed
expanding at an estimated 3.2%. This resurgence was resilience by sidestepping recession forecasts and sustaining
spurred by consumer demand, savings carried over from steady growth. The projected growth rate stands at 3.2% for
pandemic restrictions, and tight labor markets with plenty both years amid headwinds from tighter monetary policies,
job openings. However, this progress wasn’t without reduced government expenditure, and sluggish productivity
roadblocks. The global economy demonstrated remarkable enhancements. Inflation is anticipated to decline to 5.9% in CY
resilience in overcoming challenges like supply chain 2024 and further to 4.5% in CY 2025; however, policymakers
disruptions, geopolitical tensions, and the lingering impacts are tasked with meticulously managing this descent to
of the pandemic. prevent adverse impacts on economic expansion. Potential
Advanced economies like the United States experienced for enhanced growth exists with more rapid disinflation and
more modest growth at 2.5%, driven by robust consumer China’s economic recovery, while geopolitical uncertainties
spending and a strong job market. However, the Eurozone and enduring inflation represent significant risks. The long-
encountered more significant challenges, achieving a growth term expansion, particularly in emerging markets, depends
rate of only 0.4%, hindered by elevated energy prices and a on structural reforms that enhance productivity and ensure
less confident consumer sector. sustainable debt levels.
Source: International Monetary Fund (IMF), World Economic Report
Emerging and developing economies fared better, collectively Projections, April 2024
growing at a faster rate of 4.3%. This can be accredited to
China’s economic reopening and sustained strong domestic INDIAN ECONOMY
demand in India. Despite this positive growth trajectory, India’s economic strength persists with robust growth
global inflation persisted as a significant issue, registering amid global uncertainties, propelled by strong domestic
at 6.8%. Although inflation rates began to moderate towards demand and the Government’s proactive policy measures.
the year’s end, they remained above the target levels set by The country’s GDP is projected to expand by 7.6% in FY
central banks in most countries, prompting these institutions 2024, surpassing analysts’ expectations. This growth is
to continue with a hawkish monetary policy stance. primarily driven by buoyant consumer demand, strong
Source: https://www.imf.org/en/Publications/WEO/Issues/2024/04/16/ economic expansion, the government’s emphasis on capital
world-economic-outlook-april-2024
investments, and dynamic manufacturing activities. To
World Economy Outlook April 2024 Growth Projections in % further bolster this momentum, the Interim Union Budget for
FY 2025 cemented the focus on infrastructure development,
allocating ` 11.11 lacs cr. or 3.4% of GDP for capital
3.2 1.6 4.3 3.2 1.7 4.2 3.2 1.8 4.2 expenditure - an 11.11% increase over the previous year’s
estimates. Moody’s anticipates policy continuity after the
general election and a sustained commitment to bolstering
the nation’s infrastructure.
Source: https://sundayguardianlive.com/business/fy-2024-gdp-growth-
seen-up-at-7-6

The service sector, contributing a massive 54.86% to India’s


Gross Value Added (GVA) in FY 2024 and employing 156.36
million people, is the nation’s economic backbone. Driven
by the Government’s efforts to improve the ease of doing
CY 2023 CY 2024P CY 2025P
business, it has attracted strong FDI inflows. Within this
World Output Advanced Economies vital sector, the hospitality industry has been a significant
contributor to GDP, generating US$ 40 billion in FY 2022
Emerging Markets and Developing Economies
and projected to reach a remarkable US$ 68 billion by FY
Source: International Monetary Fund (IMF), World Economic Report 2027, driven by factors such as India’s strong economic
Projections, April 2024
growth, cultural diversity and rising disposable incomes. As
a labor-intensive industry, service sector creates significant

118 ANNUAL REPORT 2023-24


STATUTORY REPORTS

MANAGEMENT DISCUSSION AND ANALYSIS (Contd.)

employment opportunities supported by Government around 6.5% in FY 2025, reinforced by resilient domestic
initiatives that encourage job creation and entrepreneurship. demand. The key drivers behind this growth momentum are
The closely associated tourism industry plays a vital role an emphasis on technology, enhancement of manufacturing
in earning foreign exchange, with international arrivals capacity, and an increase in higher value-added exports.
projected to reach 30.5 million by 2028. This sector boosts Despite challenges such as geopolitical tensions and
economic activity across various industries due to its the complexities of transitioning to clean energy, India’s
multiplier effect and drives infrastructure development economic outlook remains optimistic. This optimism is
through government programs such as Swadesh Darshan reinforced by strategic initiatives in manufacturing, clean
and PRASHAD. energy adoption, and diversification of exports.
Source: https://economictimes.indiatimes.com/industry/services/hotels-/- Source: https://pib.gov.in/PressReleasePage.aspx?PRID=2010223
restaurants/hotel-industrys-contribution-to-indias-gdp-to-hit-1-trillion-by- https://www2.deloitte.com/us/en/insights/economy/asia-pacific/india-
2047-hai/articleshow/102870459.cms economic-outlook.html
While the Indian economy has demonstrated resilience, it
continues to face certain challenges. Private industrial capital GLOBAL HOSPITALITY & TOURISM INDUSTRY
expenditure has been tepid, but is anticipated to accelerate, The global hospitality market exhibited notable growth,
driven by the benefits of diversifying supply chains and the expanding from US$ 4,390.59 billion in CY 2022 to US$
Government’s Production Linked Incentive scheme, which 4,699.57 billion in CY 2023, registering a CAGR of 7.0%.
targets key manufacturing industries. Additionally, private Projections indicate that this market is poised to reach
consumption growth remained at 3.5% in the third quarter US$ 5,816.66 billion by CY 2027, with a CAGR of 5.5%. This
of FY 2024. growth highlights the resilience and increasing demand for
Source: https://pib.gov.in/PressReleaseIframePage.aspx?PRID=2001130 hospitality services worldwide.
Indian Economy Real GDP Growth Rate (in %) Source: https://www.reportlinker.com/p06193682/Hospitality-Global-
Market-Report.html?utm_source=GNW

The hospitality industry offers a broad array of services,


encompassing accommodation, food & beverage provisions,
8.7 lodging, event planning, theme parks, transportation, cruise
7.6 lines, and additional tourism-related sectors. It serves the
7.0 demands of corporate travel, and individuals in search of
4.2 leisure experiences. The primary sources of revenue for the
industry are derived from providing lodging services and
selling food & beverages.
According to the United Nations World Tourism Organization
(UNWTO), international tourism in CY 2023 reached 88%
FY 2021
of pre-pandemic levels, with an estimated 1.3 billion
FY 2020 FY 2022 FY 2023 FY 2024 (P) international arrivals. Europe, the world’s most visited region,
attained 94% of CY 2019 levels. This was bolstered by intra-
regional demand and travel from the US. Africa recovered
96% of pre-pandemic visitors, while the US reached 90% of
CY 2019 levels.
International tourism receipts reached US$ 1.4 trillion in
(6.6) CY 2023, approximately 93% of the US$ 1.5 trillion earned
by destinations in CY 2019. The total export revenues from
tourism, including passenger transport, are estimated to
Outlook be US$ 1.6 trillion in CY 2023, nearly 95% of the US$ 1.7
India’s economy, as per the Reserve Bank of India, is trillion recorded in CY 2019. The sustained recovery is also
projected to grow at 7% for the FY 2025. This robust growth reflected in industry indicators like air capacity, passenger
forecast is underpinned by the strengthening of economic demand, and accommodation occupancy rates nearing pre-
fundamentals, such as a narrowing current account deficit, pandemic levels, and surpassing pre-pandemic levels in
substantial foreign exchange reserves, relatively stable countries such as India.
inflation at around 5%, and a fiscal deficit goal set at 5.9% Source: https://www.unwto.org/news/international-tourism-to-reach-
pre-pandemic-levels-in-2024#:~:text=International%20tourism%20hit%20
of GDP. Corroborating this positive outlook, the International
US%241.4,earned%20by%20destinations%20in%202019.
Monetary Fund (IMF) has forecasted India’s growth at

SAMHI HOTELS LIMITED 119


MANAGEMENT DISCUSSION AND ANALYSIS (Contd.)

INDIAN HOSPITALITY AND TOURISM INDUSTRY Recognizing the industry’s potential, the Indian Government
India’s hospitality and tourism industry is a vital contributor implemented several initiatives to boost the interconnected
to the nation’s economy, accounting for approximately tourism and hospitality sectors. Key measures include the
7% of the GDP and generating significant employment Regional Connectivity Scheme (RCS-UDAN), facilitating
opportunities. With strong economic expansion, a rich improved air connectivity to remote destinations, massive
cultural heritage, diverse landscapes, and a rapidly growing infrastructure investments of over ` 1.5 lac cr. in projects
middle-class, the industry has witnessed remarkable growth like airports, roads, and railways to attract more tourists, and
and resilience in recent years. policy reforms such as e-visa facilities and tax incentives
creating a conducive environment for investments.
The industry has showcased an impressive recovery from
the disruptions use brought in this context by the COVID-19 The industry’s performance continues to reflect the positive
pandemic, benefiting from a surge in demand that has impact of these efforts, showcasing strong operating
driven significant revenue growth. This revival is fueled margins and steady growth prospects. A key performance
by resumption of corporate travel, a marked expansion metric, the revenue per available room (RevPAR), grew by
in the country’s middle-class population and increasing 88% year-over-year in FY 2023, providing insights into hotels’
disposable incomes - a result of economic liberalization. ability to fill rooms and generate revenue. In India, RevPAR
The enhanced prosperity has directly stimulated demand for levels have increased by approximately 9% compared to pre-
business travel and domestic leisure, further supported by a pandemic times. According to the latest data, average room
steady resurgence in international tourist arrivals. rates (ARRs) are projected to rise by approximately 10% this
fiscal year and by a similar percentage in FY 2025, reflecting
The industry’s resurgence is further buoyed by increased
ongoing strong demand.
economic activity, leading to significant growth in both
office space absorption and air passenger traffic. In FY To cater to this increasing demand, while new hotel supply
2024, India’s office leasing demand is projected to surpass growth has been relatively muted due to long lead times and
70 million square feet, driven by robust expansion across lack of adequate equity and debt capital, organized players
various sectors such as BFSI, manufacturing, defense, IT, are strategically expanding their branded inventory. The
and infrastructure. This surge in commercial real estate industry’s supply is forecasted to clock in a CAGR of 4-5%
activity not only highlights the country’s economic vitality over the next few years, adding significantly to India’s current
but also amplifies the demand for hotel accommodations branded room inventory. Notably, the Upper Mid-scale and
near major business hubs, as companies seek to establish Mid-scale segments offer significant growth opportunities
offices in prime locations to accommodate their growing in India due to their relevant price positioning and limited
workforce. dependence on international travelers.

Simultaneously, the aviation sector is witnessing rapid The prospects for the Indian hospitality and tourism
growth, with air passenger traffic reaching approximately industry remain promising, bolstered by new tourism
~270 million in FY 2024, surpassing pre-COVID-19 levels. policies and increased government budget allocations.
This remarkable recovery is propelled by the government’s The FY 2025 Interim Union Budget allocated ` 2,449.62
ambitious plans to double the number of operational cr. to the tourism sector, a 44.7% rise compared to FY
airports to 300 by FY 2047, significantly enhancing the 2024. Of this, a substantial ` 2,080.03 cr. is earmarked for
nation’s air connectivity. The increased air travel is indicative tourism infrastructure development, further highlighting the
of a broader trend of increasing business travel, rising Government’s commitment to supporting the industry’s
disposable incomes and a growing middle-class, both of growth. The budget also encourages foreign direct
which are fuelling domestic and international demand for investment in tourism to foster international collaboration
hotel lodging. The expanding network of airports not only and give an additional boost to the sector.
Source: Indian Hospitality Industry Snapshot & Competition Research (2022
facilitates easier access to various destinations but also
– 2030)
supports the hospitality industry’s growth by bringing in
Hotel Industry - CareEdge Report.
more business and tourist travellers.

120 ANNUAL REPORT 2023-24


STATUTORY REPORTS

MANAGEMENT DISCUSSION AND ANALYSIS (Contd.)

India Branded Inventory Segmentation (in %) tourism, driven by millennials and their demand for
unique and thoughtful experiences. This demographic
segment, with its increasing disposable income, is
33
fueling the growth of the hospitality sector.
• Increased Disposable Income and Demand for Luxury
Stays: Rising consumer spending and disposable
20 income have led to an increased demand for luxury
17 stays among Indian consumers. Key players in the
15 15
hospitality industry are expanding their presence to
cater to this growing demand.
• Ease of Access with E-Tourist Visas: The availability of
e-visas in 171 countries, categorized into various types
Luxury Upper Upper Mid- Economy like e-Tourist Visa, e-Business Visa, and e-Medical Visa,
Upscale & Mid-Scale Scale has made it easier for tourists to visit India. Thereby
Upscale boosting the tourism and hospitality sectors.
Medical Tourism: The Indian Government is actively
• 
Source: JLL Research
promoting the nation as a premier healthcare
Growth Drivers destination, with ambitions to triple the revenue from
• Air Passenger Growth and Infrastructure Expansion: medical tourism to US$12 billion within the next four
The significant rise in air passenger traffic, reaching years, starting from FY 2022.
approximately 154 million in FY 2024 and surpassing Source: https://hotelassociationofindia.com/Vision%202047%20-%20
March%2030.pdf
pre-COVID-19 levels, highlights the increasing demand
for travel. Robust infrastructure growth complements
BUSINESS OVERVIEW
this trend, with plans to double operational airports to
300 by FY 2047. Indian carriers plan to add more than SAMHI Hotels (also referred to as ‘SAMHI Hotels’, ‘We’, or
150 aircraft in 2024, marking a 37% increase from last ‘Our Company) is a prominent branded hotel ownership and
year. This expansion will cater to the growing number of asset management platform in India. Within just 13 years
air travelers and facilitate smoother travel experiences, of starting our business operations, we have rapidly grown
further driving demand for hotel accommodations. to become the third-largest inventory holder of operational
hotel keys (owned and leased) in India as of March 31, 2024.
• Office Space Absorption and Business Travel: The
demand for hotel accommodations near office hubs Our diverse portfolio comprises std keys across 31 operating
is set to rise, with India’s office leasing projected hotels. These are strategically located in 13 of India’s key
to surpass 70 million square feet in FY 2024. This urban consumption centers like Bengaluru, Hyderabad,
expansion reflects increased business travel and a Delhi-NCR, Pune, Chennai, and Ahmedabad as of March
growing need for proximity to commercial spaces. 2024.

• 
MICE (Meetings, Incentives, Conferences, and We have adopted an acquisition-led growth strategy,
Exhibitions) Tourism: India offers excellent leveraging our proven track record of successfully acquiring
accommodation options, high-tech amenities, and and turning around hotels. Our core approach is three-
conference support facilities that meet international fold: acquire or build primarily business hotels, undertake
standards. Thus, positioning the country as an comprehensive upgrades to enhance their positioning
emerging destination for international events and MICE and appeal, and engage with established branded hotel
tourism. operators to optimally position the upgraded hotels within
their respective markets - thus capitalizing on the brands’
• Increase in Foreign Direct Investment (FDI): The hotel
expertise in areas such as revenue management, loyalty
and tourism sector in India received a cumulative
programs, and distribution channels. Post this strategic
FDI inflow of US$ 15.8 billion between April 2000 and
upgrade, we deploy our proprietary in-house asset
June 2021. Furthermore, 100% FDI is allowed under
management capabilities to drive continuous improvement
the automatic route, including in tourism construction
in financial and operational performance.
projects like hotels, resorts, and recreational facilities.
Our hotel portfolio is well-diversified across India’s key cities,
• Rise in Domestic Tourism: The travel and tourism
price points, and reputed brands catering to a broad demand
industry in India is witnessing a surge in domestic
base. We categorize our hotels into three segments – Upper

SAMHI HOTELS LIMITED 121


MANAGEMENT DISCUSSION AND ANALYSIS (Contd.)

Upscale and Upscale, Upper Mid-Scale, and Mid-Scale. Over prioritize talent nurturing through training and collaborate
55% of our income for FY 2024 came from the high-growth with established branded hotel operators to ensure
Upper Mid-Scale and Mid-Scale segments, which offer appropriate positioning within the market, further upgrading
significant opportunities due to relevant pricing and lower properties as necessary.
reliance on international travelers.
Occupancy (%)
Our extensive portfolio spanning brands like Fairfield by
Q1 Q2 Q3 Q4
Marriott, Holiday Inn Express, and Four Points by Sheraton
exemplifies our dominant position in the Upper Mid-Scale 70 72 71 76
and Mid-Scale segments. We also have strategically added Average Room Rate (`)
Upper Upscale and Uspcale assets in our core markets
Q1 Q2 Q3 Q4
under leading brands such as Courtyard by Marriott,
5,197 5,287 5,972 6,323
Sheraton, Hyatt Regency, Hyatt Place and Renaissance. We
meticulously evaluate location, demand-supply dynamics, RevPAR (`)
competition, and financial feasibility during acquisitions. Our Q1 Q2 Q3 Q4
strategic asset management focuses on driving successful
3,662 3,782 4,248 4,830
turnarounds. This involves operational audits to identify
+15% (Y-o-Y) +16% (Y-o-Y) +20% (Y-o-Y) +17% (Y-o-Y)
cost-saving and revenue enhancement opportunities, robust
Note: Occupancy %, ARR and RevPAR have been calculated on same-store
sales and marketing strategies utilizing data analytics, and basis i.e. excludes ACIC Portfolio acquired in August 2023 and 2 sold assets
timely capital investments in renovations. Additionally, we in February 2023.

Our Inventory Growth


March 31, 2014 March 31, 2017 March 31, 2020 March 31, 2023 March 31, 2024
252 1,460 4,050 3,839 4,801

FINANCIAL OVERVIEW
The reported financials include the consolidation of ACIC financials for the period from August 11, 2023, to March 31, 2024.
Reported Financials
(all figures are in ` million)
FY 2024 FY 2023 Y-o-Y Change %
Total Income 9,787 7,614 28.5
Consolidated EBITDA (Pre-ESOP & One-Time) 3,484 2,632 32.4
Consolidated EBITDA (Reported) 2,879 2,606 10.5
PAT (2,346) (3,386) 30.7

Pro-Forma Basis
(all figures are in ` million)
FY 2024 FY 2023 Y-o-Y Change %
Total Income 10,527 9,644 9.2
Consolidated EBITDA (Pre-ESOP & One-Time) 3,681 3,273 12.5
Consolidated EBITDA (Reported) 3,060 3,115 (1.7)
PAT (2,499) (3,659) 31.7
Key Ratios (on Reported Basis)
Ratios FY 2024 FY 2023 Y-o-Y Change %
Debtors’ Turnover Ratio(x) 18.54 19.42 (4.6)
Interest Coverage Ratio(x) 0.50 0.79 (36.8)
Current Ratio(x) 0.38 0.26 48.7
Debt-Equity Ratio (x) 2.00 (3.33) (160.0)
Return on Net Worth (in %) (24) NA NA

122 ANNUAL REPORT 2023-24


STATUTORY REPORTS

MANAGEMENT DISCUSSION AND ANALYSIS (Contd.)

Our debtors’ turnover ratio declined from 19.42 times in FY shortage of skilled labor, with more than 60% of its workforce
2023 to 18.54 times in FY 2024, due to significant increase in needs unmet. This deficit is attributed to inadequate training
revenue and business in past two years post-COVID-19. The programs and the sector’s reputation for demanding
interest coverage ratio also declined from 0.79 in FY 2023 hours coupled with modest remuneration, factors which
to 0.50 in FY 2024, due to higher cash interest payouts in deter potential candidates from hospitality careers. The
FY 2024 on certain loans which had outstanding accrued scarcity of skilled employees compromises service quality,
interest as of March 31, 2023. operational efficiency, and competitiveness. Addressing
Our current ratio strengthened from 0.26 in FY 2023 to 0.38 these challenges requires a multifaceted approach, including
in FY 2024, signaling a relatively better liquidity position with enhancing training programs, improving working conditions,
more current assets to cover short-term liabilities. The debt- and adopting strategic talent acquisition practices. Such
equity ratio also showed improvement, moving from (3.33) in measures are vital for the industry’s sustainable growth and
FY 2023 to 2.00 in FY 2024, due to repayment of significant competitive edge.
debt out of IPO proceeds in the current year. Risk Management
Threats We understand that proactive risk management is essential
The hospitality industry faces threats that impede its growth for robust corporate governance and crucial in capitalizing
and operations. One significant challenge is navigating on strategic opportunities. To this end, we have established
the complex rules and regulations set by state and local a comprehensive risk management system tailored to
governments for licenses, permits, and safety standards. identify and mitigate risks associated with our business
These regulations vary widely across regions, complicating activities. Our risk management framework plays a pivotal
the establishment of uniform operational procedures. As a role in shaping our decision-making processes by offering
result, businesses often face extended delays and higher a structured method for evaluating risks and their potential
costs when constructing new hotels or expanding existing effects on our objectives. By incorporating risk management
facilities. Compliance with these ever-changing regulations into our decision-making processes, we make more
is essential to avoid penalties and safeguard reputations. informed decisions that consider both potential risks and
Additionally, the industry grapples with a pronounced opportunities. This helps us navigate uncertainties and
achieve our goals more effectively.

Risks Impact Mitigation Strategies


Economic and A downturn in the economy or changes in the consumer We are developing a diversified revenue stream
Industry Risk behavior can significantly impact our industry, leading by targeting various customer segments, cities,
to decreased occupancy rates and revenue. operators, and brands.
Financial Risk Excessive debt, insufficient cash flow, or financial We maintain a strong balance sheet, implement
mismanagement can lead to distress and potential stringent cost-control measures, develop
insolvency for our business. contingency plans, and nurture good relationships
with lenders.
Health and Failure to maintain proper health and safety standards We have implemented robust health and safety
Safety Risk can lead to accidents, injuries, or the spread of diseases, protocols, conducting regular staff training, and
potentially resulting in legal liabilities, reputational ensuring compliance with regulations.
damage, and loss of customer trust in our hotels.
Regulatory Non-compliance with local, national, or international We have established a robust compliance
and Legal Risk regulations, such as labor laws, environmental program, continuously updating our knowledge of
regulations, or data privacy laws, can result in fines, applicable regulations, and maintaining transparent
penalties, or legal liabilities for our Company. communication with our legal counsel.
Reputation Negative publicity, poor customer reviews, or We have implemented a proactive reputation
Risk controversial incidents can damage our hotels’ management strategy, monitoring social media
reputation, leading to a loss of customer trust and and online reviews, promptly addressing customer
decreased revenue. concerns, and fostering a strong corporate culture
focused on ethical practices and customer
satisfaction.

SAMHI HOTELS LIMITED 123


MANAGEMENT DISCUSSION AND ANALYSIS (Contd.)

Human Resources segregation of duties, physical and IT controls to protect


At SAMHI Hotels, we are dedicated to creating a positive assets and data. Continuous training and monitoring ensure
employee experience. We focus on fostering an inclusive the effectiveness of these controls, empowering employees
and engaging work environment, attracting and retaining top to manage and report any irregularities.
talent through thoughtful recruitment strategies. We prioritize We continuously enhance our internal control framework
hiring skilled hospitality professionals who are committed to to adapt to the evolving risks and integrate best practices,
delivering excellent service and offer comprehensive training directly contributing to exceptional guest experiences
programs for their professional growth. SAMHI Hotels and operational excellence. Moving forward, we remain
promotes diversity and inclusion initiatives, ensuring equal committed to refining these systems to meet future
opportunities for all. challenges and enhance overall guest satisfaction.
We prioritize employee well-being and satisfaction through Cautionary Statement
wellness initiatives, employee assistance programs, and The statement provided in this section outlines the
open communication channels. Regular feedback, coaching, Company’s objectives, projections, expectations, and
and performance evaluations ensure our employees’ estimations, which may be deemed as ‘forward-looking
effective contribution towards our organizational mission. statements’ as per applicable securities laws and
With an employees strength of 3,238 as of March 31, 2024, regulations. These ‘forward-looking’ statements are based
SAMHI Hotels’ human resources practices are centered on certain assumptions and anticipations of future events.
around developing and retaining top hospitality talent, However, it’s important to note that the Company cannot
fostering engagement, and driving organizational success guarantee the accuracy or realization of these assumptions
through effective workforce management. and expectations. Actual results may significantly differ
Internal Control Systems and their Adequacy from those expressed in the statement or implied due to
At SAMHI Hotels, we prioritize robust internal control various external factors beyond the Company’s control.
systems to ensure operational efficiency and uphold The Company assumes no responsibility to publicly amend,
integrity. Our management leads by example, fostering a modify, or revise any ‘forward-looking’ statements based on
culture of accountability and ethical behavior. subsequent developments. It’s essential for stakeholders
to exercise caution and consider the inherent uncertainties
We conduct regular risk assessments and tailor our control
associated with ‘forward-looking’ statements when making
measures to the hospitality industry’s needs, including
decisions based on such information.

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SECTION A: GENERAL DISCLOSURES

I. Details of the listed entity

Sr.
No.
1 Corporate Identity Number (CIN) of the Listed Entity CIN L55101DL2010PLC211816
2 Name of the Listed Entity SAMHI Hotels Limited
3 Year of incorporation 2010
4 Registered office address Caspia Hotels Delhi, District Centre Crossing, Opp. Galaxy
Toyota Outer Ring Road, Haiderpur, Shalimar Bagh,
Delhi-110088
5 Corporate address 14th Floor, Building 10 C, Cyber City, Phase II, Gurugram 122
002, Haryana
6 E-mail compliance@samhi.co.in
7 Telephone +91 124 4910100
8 Website www.samhi.co.in
9 Financial year for which reporting is being done April 2023-March 2024
10 Name of the Stock Exchange(s) where shares are listed BSE Limited (BSE); National Stock Exchange of India (NSE)
11 Paid-up Capital ` 220,006,495
12 Name and contact details (telephone, email address) Sanjay Jain +91 124 4910100 sanjay.jain@samhi.co.in
of the person who may be contacted in case of any
queries on the BRSR report
13 Reporting boundary - Are the disclosures under this Consolidated
report made on a standalone basis (i.e. only for the
entity) or on a consolidated basis (i.e. for the entity and
all the entities which form a part of its consolidated
financial statements, taken together).
14 Name of assurance provider Not Applicable
15 Type of assurance obtained Not Applicable

II. Products / Services

16 Details of business activities (accounting for 90% of the turnover):

S. Description of Main Activity Description of Business Activity % of Turnover of the entity


No.
1 Accommodation and Food Service Hotel Services include accommodation/ 100.0%
rooms, food, and beverages, banquets, spa,
fitness center, swimming pool, gym, etc.

17 Products / Services sold by the entity (accounting for 90% of the entity’s Turnover):

S. Product/Service NIC Code % of total Turnover


No. contributed
1 Accommodation and Food Service 55101 100.0%

III. Operations
18 Number of locations where plants and/or operations/offices of the entity are situated:
Location Number of hotels Number of offices Total
National 31 2 33
International 0 0 0

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BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

19 Markets served by the entity:

a. Number of locations
Locations Number
National (No. of States) 11
International (No. of Countries) 0

b. What is the contribution of exports as a percentage of the total turnover of the entity?
Not Applicable

c. A brief on types of customers


Customers of the Company comprise of guests staying at the hotels, customers at the restaurants, banquets,
long-stay guests, wedding guests, conference attendees, etc.,

IV. Employees1
20 Details as at the end of Financial Year:

a. Employees and workers (including differently abled):


Sr. Particulars Total Male % Female %
No (A) No. (B) % (B / A) No. (C) % (C / A)
EMPLOYEES
1 Permanent (D) 2,607 2,164 82.0% 443 17.0%
2 Other than Permanent (E) 631 597 94.6% 34 5.4%
3 Total employees (D+E) 3,238 2,761 85.3% 477 14.7%
WORKERS
4 Permanent (F)
5 Other than Permanent (G) Not Applicable
6 Total workers (F + G)

b. Differently-abled Employees and Workers:


Sr. No Particulars Total Male % Female %
(A) No. (B) % (B / A) No. (C) % (C / A)
DIFFERENTLY-ABLED EMPLOYEES
1 Permanent (D) 20 17 85.0% 3 15.0%
2 Other than Permanent (E) 0 0.0% 0.0%
3 Total employees (D+E) 20 17 85.0% 3 15.0%
DIFFERENTLY-ABLED WORKERS
4 Permanent (F)
5 Other than Permanent (G) Not Applicable
6 Total workers (F + G)
21 Participation/Inclusion/Representation of women
Total No. and percentage
(A) of Females
No. (B) % (B / A)
Board of Directors 8 2
1 12.5%
Key Management Personnel 4 1 25.0%

1
All employees on rolls have been reported under the head “Employees”
2
One of the directors has resigned w.e.f. 27.06.24, the impact of which will be reflected in the next report.

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Note

For this report, Mr. Ashish Jakhanwala – Chairman, Managing Director (MD), and Chief Executive Officer (CEO) is
recorded under the head of the board of Directors, and Mr. Rajat Mehra Chief Financial Officer (CFO), Mr. Gyana
Das Executive Vice President and Head of Investment, Ms. Tanya Chakravarty General Counsel and Mr. Sanjay Jain
Senior Director Corporate Affairs, Company Secretary and Compliance Officer as Key Management Personnel and
Senior Management.

22 Turnover rate for permanent employees and workers


(Disclose trends for the past 3 years)

FY 2023 - 24 FY 2022 - 23 FY 2021 - 2022


(Turnover rate in current FY) (Turnover rate in previous FY)
Male Female Total Male Female Total Male Female Total
Permanent 44.0% 55.0% 46.0% Not Applicable 90.7% Not Applicable 86.6%
Employees
Permanent
Not Applicable
Workers

V. Holding, Subsidiary and Associate Companies (including joint ventures)

23 a. Names of holding / subsidiary / associate companies / joint ventures


Sr. Name of the holding / subsidiary / associate Indicate whether % of shares held Does the entity
No companies / joint ventures (A) Holding / Subsidiary by listed entity indicated at column
/ Associate / Joint A, participate
Venture in the Business
Responsibility
initiatives of the
listed entity? (Yes/
No)
1 SAMHI JV Business Hotels Private Limited Subsidiary 100.0% Yes
2 SAMHI Hotels (Ahmedabad) Private Limited Subsidiary 100.0% Yes
3 Barque Hotels Private Limited Subsidiary 100.0% Yes
4 Ascent Hotels Private Limited Subsidiary 100.0% Yes
5 Caspia Hotels Private Limited Subsidiary 100.0% Yes
6 Argon Hotels Private Limited Subsidiary 100.0% Yes
7 SAMHI Hotels (Gurgaon) Private Limited Subsidiary 100.0% Yes
8 Paulmech Hospitality Private Limited Step Down Subsidiary 100.0% Yes
9 DUET India Hotels (Ahmedabad) Private Subsidiary 100.0% Yes
Limited
10 DUET India Hotels (Chennai) Private Limited Subsidiary 100.0% Yes
11 DUET India Hotels (Chennai OMR) Private Subsidiary 100.0% Yes
Limited
12 DUET India Hotels (Hyderabad) Private Subsidiary 100.0% Yes
Limited
13 DUET India Hotels (Jaipur) Private Limited Step Down Subsidiary 100.0% Yes
14 DUET India Hotels (Pune) Private Limited Subsidiary 100.0% Yes
15 DUET India Hotels (Bangalore) Private Limited Subsidiary 100.0% Yes
16 DUET India Hotels (Navi Mumbai) Private Step Down Subsidiary 100.0% Yes
Limited
17 ACIC Advisory Private Limited Subsidiary 100.0% Yes

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BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

VI. CSR Details


24
i. Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes / No)

Yes. It applies to SAMHI Hotels Limited and its two entities (SAMHI JV Business Hotels Private Limited & SAMHI
Hotels Limited) however no contribution was required to be made in the absence of profits in the preceding 3 financial
years

ii. Turnover (in `) 9,787.26 million

iii. Net worth (in `) 10,385.40 million

VII. Transparency and Disclosures Compliances


25  omplaints / Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible
C
Business Conduct:

Stakeholder group Grievance Redressal Mechanism FY 2024 (Current Financial Year) FY 2023 (Previous Financial Year)
from whom complaint in Place (Yes/No)
is received (If Yes, then provide web-link for Number of Number of Remarks Number of Number of Remarks
grievance redress policy) complaints complaints complaints complaints
filed during pending filed during pending
the year resolution at the year resolution at
close of the year close of the year
Communities Yes; <https://samhi.co.in/?page_ 0 0 0 0
Investors (other than id=13635> 0 0 0 0
shareholders)
<https://samhi.co.in/wp-
Shareholders 116 0 0 0
content/uploads/2024/08/
Whistle-Blower-Policy.pdf>
Employees and Yes, every operator has their 7 0 0 0
workers respective SOP in place i.e.
whistleblower, POSH and open-
door policies

https://samhi.co.in/wp-content/
uploads/2024/08/Whistle-
Blower-Policy.pdf
Customers Yes, Consumers can contact 0 0 0 0
through Medallia, Tripadvisor, etc
Value Chain Partners Yes, Value Chain Partners can 0 0 0 0
directly connect with us and the
respective operators
Other Not Applicable

26 Overview of the entity’s material responsible business conduct issues:


Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social
matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or
mitigate the risk along-with its financial implications, as per the following format

Sr. Material issue Indicate Rationale for identifying the risk / In case of risk, approach to adapt Financial
No. identified whether risk opportunity or mitigate implications of the
or opportunity risk or opportunity
(R/O) (Indicate positive
or negative
implications)
1 Energy and Risk/ The hospitality business by its • Efficiency by design Negative
Emissions Opportunity nature has an ecological footprint (short term)
- 
Development of hotels,
which the Company is conscious of
which in relative terms Positive
and is making consistent efforts to
(to industry standard) (long term)
optimize it for ensuring long term
has smaller footprint
sustainability.

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Sr. Material issue Indicate Rationale for identifying the risk / In case of risk, approach to adapt Financial
No. identified whether risk opportunity or mitigate implications of the
or opportunity risk or opportunity
(R/O) (Indicate positive
or negative
implications)
• 
Efficiency by Process/Product
Interventions such as:
- 
Transitioning to
renewable energy, where
legally permissible and
feasible.
- 
Installation of (Photo
Voltaic) solar panels
systems at the rooftop
of hotels where feasible.
- 
Installation of energy
effective lighting
systems – LED lighting
with senor based
operations
- 
Use of tech based
energy monitoring
systems (SAMConnect)
to ensure that
consumption and its
optimization can be
efficiently managed
- 
Transition from LPG
to PNG based cooking
connections
-  Transitioning to use of
non-emission based
cars
2 Water and Waste Risk/ Implementing effective waste • 
Treatment, re-cycling and Negative
Management Opportunity reduction and recycling practices to conservation of water in (short term)
minimize environmental impairment, accordance with applicable
Positive
lower disposal costs and in the long laws
(long term)
term reduce costs.
• 
Re-use of recycled water for
HVAC, flushing, landscaping-
gardening purposes
• 
Installation of bio-degradable
waste composition units
• 
Phasing out single-use
plastics
• 
Tie-ups with authorized
vendors for proper disposal/
recycling of dry waste
in addition to authorized
E-waste disposal.
• 
Awareness of and
accessibility of equipment for
segregation of waste
• 
Setting up bottling plants and
use of glass bottles

SAMHI HOTELS LIMITED 129


BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

Sr. Material issue Indicate Rationale for identifying the risk / In case of risk, approach to adapt Financial
No. identified whether risk opportunity or mitigate implications of the
or opportunity risk or opportunity
(R/O) (Indicate positive
or negative
implications)
• 
Installation of sensor based
and low water flow aerators in
all the guest/public restrooms
• 
Amenities with excessive
water usage such as pools
and bathtubs limited to 41.9%
and 12.9% respectively of
total inventory
• 
Spreading awareness on
reuse of linen and recycling
old linen/towels as cleaning
materials
3 Talent Risk/ The business offers vast • 
National footprint to Negative /
Management and Opportunity opportunities for employment and maximize social impact Positive
Equal Opportunity social impact, but it's also vulnerable
• 
Building a culture of fairness
to the industry's wide issue high
and compassion
staff attrition, driven by the high
demand in the hotel sector. • 
Creating a progressive
work environment through
investments in infrastructure,
safety, effective policies
• 
Provision of fair
compensation based on
experience, qualifications,
industry standards and in
compliance to applicable
regulations
• 
Promoting principles of equal
opportunity in law and in
spirit.
4 Data Privacy and Risk The hospitality sector's vulnerability • 
SAMHI has been ISO Negative
Cyber Security to data security risks is well 27001:2022 and ISO 27701
acknowledged, and as a result, certified
robust and consistent measures
• 
SAMHI as well all its
have been implemented to mitigate
internationally recognized
these threats and protect sensitive
operators have robust data
information.
security policies which are
regularly audited by external
teams.
• 
Requirements as mandated
under applicable law are
followed for storage and
processing of data

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BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

Sr. Material issue Indicate Rationale for identifying the risk / In case of risk, approach to adapt Financial
No. identified whether risk opportunity or mitigate implications of the
or opportunity risk or opportunity
(R/O) (Indicate positive
or negative
implications)
5 Social Impact Opportunity Our hotels have over the years • 
Promoting local sourcing and Positive
and Sustainable generated huge employment partnerships encouraging
Procurement opportunities, stimulated local local entrepreneurship and
economic growth, and contributed development of community
to the overall development of the
• 
Advocating for supplier
community in the micro markets
diversity and removing
within which they operate.
barriers faced by SME’s
• 
Prioritizing local service
providers and products
minimizing the imports on
goods and services
• 
Engagement with local
organizations, communities

SECTION B: MANAGEMENT AND PROCESS DISCLOSURES


This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting
the NGRBC Principles and Core Elements.

Sr. Disclosure Questions P P P P P P P P P


No 1 2 3 4 5 6 7 8 9
Policy and management processes
1 a. Whether your entity’s policy/policies cover Yes
each principle and its core elements of the
NGRBCs. (Yes/No)
b. Has the policy been approved by the Board? Yes
(Yes/No)
c. Web Link of the Policies, if available Policies – (https://samhi.co.in/)
2 Whether the entity has translated the policy into Yes
procedures. (Yes / No)
3 Do the enlisted policies extend to your value chain Yes
partners? (Yes/No)
4 Name of the national and international codes/ The Company's IT System is ISO 27000 certified. Brand operators3
certifications/labels/ standards (e.g. Forest have integrated their assets as per required certification/regulation
Stewardship Council, Fairtrade, Rainforest e.g. ISO 22000, Payment Card Industry (PCI), General Data Protection
Alliance, Trustea) standards (e.g. SA 8000, Regulation (GDPR), HACCP CODEX, and FSSAI among others.
OHSAS, ISO, BIS) adopted by your entity and
mapped to each principle.
5 Specific commitments, goals and targets set by ESG Framework has been defined here along with the timeline -
the entity with defined timelines, if any. Targets by FY2030
1. Single use plastic free operation
2. 100% transition to non-emission based cars at all units
3. 100% coverage for EV Charging stations at all feasible units
4. Building processes for assessing all relevant matrices for
sustainable development
6 Performance of the entity against the specific The Company is striving to achieve its targets and parodically
commitments, goals and targets along-with reviews the milestones towards its achievement
reasons in case the same are not met.

3
Operators have been referred to the Marriott, IHG, and Hyatt Portfolio

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BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

Sr. Disclosure Questions P P P P P P P P P


No 1 2 3 4 5 6 7 8 9
Governance, leadership and oversight
7 Statement by director responsible for the Please refer to the targets under #5 above
business responsibility report, highlighting ESG
related challenges, targets and achievements
(listed entity has flexibility regarding the
placement of this disclosure)
8 Details of the highest authority responsible for Ashish Jakhanwala, MD & CEO
implementation and oversight of the Business
Responsibility policy (ies).
9 Does the entity have a specified Committee of the Yes - Corporate Social Responsibility & ESG Committee. The
Board/ Director responsible for decision making Committee comprises Ms. Krishan Dhawan, Independent Director
on sustainability related issues? (Yes / No). If yes, who is the Chairperson of the Committee, Mrs. Archana Capoor,
provide details. Independent Director, and Mr. Michael Peter Schulhof4, Non-
Executive and Non-Independent Director.
10 Details of Review of NGRBCs by the Company:

Subject for Review Indicate whether review was undertaken Frequency (Annually/ Half yearly/
by Director / Committee of the Board/ Any Quarterly/ Any other – please specify)
other Committee
P P P P P P P P P P P P P P P P P P
1 2 3 4 5 6 7 8 9 1 2 3 4 5 6 7 8 9
Performance against above
Yes, on periodic basis or as need arises
policies and follow up action
Compliance with statutory
requirements of relevance
to the principles, and, Yes, on periodic basis or as need arises
rectification of any non-
compliances

11 Has the entity carried out independent P P P P P P P P P


assessment/ evaluation of the working of its 1 2 3 4 5 6 7 8 9
policies by an external agency? (Yes/No). If yes, Policies are currently evaluated internally and will be subjected to
provide name of the agency. external audits as and when applicable.

12 If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:
Questions P P P P P P P P P
1 2 3 4 5 6 7 8 9
The entity does not consider the Principles
material to its business (Yes/No)

The entity is not at a stage where it is in a


position to formulate and implement the
policies on specified principles (Yes/No)
The entity does not have the financial or/human Not Applicable
and technical resources available for the task
(Yes/No)
It is planned to be done in the next financial year
(Yes/No)
Any other reason (please specify)

4
*Mr. Schulhof has resigned w.e.f.27.06.24

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SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE


This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements with
key processes and decisions. The information sought is categorized as “Essential” and “Leadership”. While the essential
indicators are expected to be disclosed by every entity that is mandated to file this report, the leadership indicators may be
voluntarily disclosed by entities which aspire to progress to a higher level in their quest to be socially, environmentally and
ethically responsible.

PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent
and Accountable.

Essential Indicators

1 Percentage coverage by training and awareness programmes on any of the Principles during the financial year:
Segment Total no of trainings Topics / principals covered under the % age of persons in
and awareness training and impact respective category
programmes held covered by the awareness
programme
Board of Directors 2 Overview of the Hospitality Industry, 62.5%
Hotels Business Model & Insider Trading
Key Managerial 4 Prevention of Sexual Harassment 100.0%
Personnel (POSH) Insider Trading Fire & Safety
Cyber Security
Employees other than 824 Prevention of Sexual Harassment 100.0%
BOD & KMPs (POSH) Insider Trading Information
Security Compliance Technical Portal
(Legatrix) Responsible Business
Conduct Conflict of Interest Ethical
Decision Making Integrity Anti-
Corruption & Anti Bribery Fire Safety
Training Environment Safety Governance
and Health & fire safety
Workers Not Applicable
2 Details of fines / penalties / punishment / award / compounding fees / settlement amount paid in proceedings (by the
entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in
the following format (Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30
of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity’s website):

Monetary
NGRBC Name of the Amount (In `) Brief of the Has an
Principal regulatory/ Case appeal been
enforcement / preferred?
judicial institutions (Yes/No)
Penalty / Fine Nil Nil Nil Nil Nil
Settlement Nil Nil Nil Nil Nil
Compounding Fee Nil Nil Nil Nil Nil

Non-Monetary
NGRBC Name of the regulatory / Brief of the Has an
Principal enforcement agencies / Case appeal been
judicial institutions preferred?
(Yes/No)
Imprisonment Nil Nil Nil Nil
Punishment Nil Nil Nil Nil

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BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

3 Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or
non-monetary action has been appealed.

Case Details Name of the regulatory / enforcement agencies / judicial institutions


Not Applicable

4 Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a
web-link to the policy.
Yes, all our operators and corporate office have both policies which apply to individuals working at all levels and grades.

https://samhi.co.in/wp-content/uploads/2024/02/Whistle-Blower-Policy.pdf

5 Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement
agency for the charges of bribery/ corruption:
FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)
Directors Nil Nil
KMPS Nil Nil
Employees Nil Nil
Workers Nil Nil

6 Details of complaints with regard to conflict of interest:

FY 2024 Remarks FY 2023 Remarks


(Current Financial Year) (Previous Financial Year)
Number of complaints received
in relation to issues of Conflict of Nil Nil
Interest of the Directors

Number of complaints received


in relation to issues of Conflict of Nil Nil
Interest of the KMPS

7 Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by
regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.
Not Applicable

8 Number of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured) in the following
format:
FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)
Number of days of accounts payables 97.1 136.5

9 Open-ness of business
Provide details of concentration of purchases and sales with trading houses, dealers, and related parties along-with loans
and advances & investments, with related parties, in the following format:

Parameter Metrics FY 2024 FY 2023


(Current Financial Year) (Previous Financial Year)
Concentration of a. Purchases from trading houses as
Purchases % of total purchases
b. Number of trading houses where
purchases are made from Not Applicable
c. Purchases from top 10 trading
houses as % of total purchases
from trading houses

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Parameter Metrics FY 2024 FY 2023


(Current Financial Year) (Previous Financial Year)
Concentration of a. Sales to dealers / distributors as %
Sales of total sales
b. Number of dealers / distributors to
whom sales are made
c. Sales to top 10 dealers /
distributors as % of total sales to
dealers / distributors
Share of RPTs in a. Purchases (Purchases with related
parties / Total Purchases) Not Applicable
b. Sales (Sales to related parties /
Total Sales)
c. Loans & advances (Loans &
advances given to related parties /
Total loans & advances)
d. Investments ( Investments in
related parties / Total Investments
made)

Leadership Indicators

1. Awareness programmes conducted for value chain partners on any of the Principles during the financial year:

Total no of awareness campaign Topics / Principals covered % age of value chain programme partners covered
held under the training (by value of business done with such partners)
under the awareness programmes
Not Applicable

2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? (Yes/
No) If Yes, provide details of the same.
Yes, the entity has processes in place to avoid or manage conflicts of interest among the members of the Board. A policy
of related party transactions has been adopted by the Company in compliance with the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR
Regulations”).Copy of the said policy is available at the link below.

https://samhi.co.in/wp-content/uploads/2024/02/Policy-on-Materiality-of-Related-Party-Transactions.pdf

The Company also has a Code of Conduct for the Board of Directors and Senior Management personnel which covers
conflict of interest. www.samhi.co.in/pdf/Code-of-Conduct-for-Board-Of-Directors-and-Senior-Management.pdf

PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe

Essential Indicators

1 Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental
and social impacts of product and processes to total R&D and capex investments made by the entity, respectively.

Current Financial Year Previous Financial Year Details of improvements in


environmental and social impacts
R&D Not Applicable
Capex 15.1% Not Available Energy - Water Savings Intervention,
Solar Plant, LED Lights, Bottling
Plant, etc

SAMHI HOTELS LIMITED 135


BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
Yes

b. If yes, what percentage of inputs were sourced sustainably?


All our operators require their contracted vendors to sign and adhere to the Code of Conduct during their onboarding
process. There are procedures in place to ensure sustainable practices are integrated in the supply chain. All vendors
are mandated to comply with applicable laws relating to social welfare. Additionally, through centralized purchase
teams, our operators have been able to reduce multiple vendor interactions resulting efficient management of
resources and decrease in emissions.

3 Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life,
for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
Plastic, E-waste and other waste arising out of our hotel operations are collected and disposed of by third-party recyclers
which are authorized by the pollution control board. The food waste and dry waste are either composted on-site or handed
over to recyclers who are authorized by the respective municipal corporations

4 Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the
waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control
Boards? If not, provide steps taken to address the same.
SAMHI is in the hospitality business, being part of the service industry, hence not applicable

Leadership Indicators

1 Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing
industry) or for its services (for service industry)? If yes, provide details in the following format?

NIC Code Name of % of total Boundary for Whether Results


Product/ Turnover which the Life conducted by communicated in
Service contributed Cycle Perspective independent public domain (Yes/
/ Assessment was external agency No) If yes provide the
conducted (Yes/No) web-link
Not Applicable

2 If there are any significant social or environmental concerns and/or risks arising from production or disposal of your
products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly
describe the same along-with action taken to mitigate the same.

Name of the Product/Service Description of the risk/concern Action/Taken


Not Applicable

3 Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing
industry) or providing services (for service industry).

Recycled or re-used input material to total material


Indicate Input Material FY 2024 FY 2023
Current Financial Year Previous Financial Year

Not Available

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4  f the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and
O
safely disposed, as per the following format:

FY 2024 Current Financial Year FY 2023 Previous Financial Year


Re-used Recycle Safely Re-used Recycle Safely
Disposed Disposed
Plastics (including
packaging)
E-waste Not Available
Hazardous waste
Other waste

5 Reclaimed products and their packaging materials (as percentage of products sold) for each product category.

Indicate product category Reclaimed products and their packaging materials as % of total
products sold in respective category
Not Applicable

PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those in their value chains

Essential Indicators

1 a. Details of measures for the well-being of employees:


Category % of employees covered by
Total (A) Health Accident Maternity Paternity Day Care
insurance insurance benefits Benefits facilities
Number % Number % Number % Number % Number %
(B) (B / A) (C) (C / A) (D) (D / A) (E) (E / A) (F) (F / A)
Permanent employees
Male 2,164 2,164 100.0% 2,164 100.0% 0.0% 2,164 100.0% 0.0%
Female 443 443 100.0% 443 100.0% 443 100.0% 0.0% 0.0%
Total 2,607 2,607 100.0% 2,607 100.0% 443 100.0% 2,164 100.0% 0.0%
Other than Permanent employees
Male 597 597 100.0% 597 100.0% 0.0% 597 100.0% 0.0%
Female 34 34 100.0% 34 100.0% 34 100.0% 0.0% 0.0%
Total 631 631 100.0% 631 100.0% 34 100.0% 597 100.0% 0.0%

b. Details of measures for the well-being of workers:


Category % of workers covered by
Total (A) Health Accident Maternity Paternity Day Care
insurance insurance benefits Benefits facilities
Number % Number % Number % Number % Number %
(B) (B / A) (C) (C / A) (D) (D / A) (E) (E / A) (F) (F / A)
Permanent workers
Male
Female Not Applicable
Total
Other than Permanent workers
Male
Female Not Applicable
Total

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c. Spending on measures towards well-being of employees and workers (including permanent and other than
permanent) in the following format –

FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)

Cost incurred on well-being measures as a % of total 1.7% 1.9%


revenue of the Company

2 Details of retirement benefits, for Current FY and Previous Financial Year.

Benefits FY 2024 Current Financial Year FY 2023 Previous Financial Year

No. of No. of Deducted and No. of No. of Deducted and


employees workers deposited employees workers deposited
covered as covered as with the covered as covered as with the
a % of total a % of total authority a % of total a % of total authority
employees workers (Y/N/N.A.) employees workers (Y/N/N.A.)

PF 100.0% Yes 100.0% Yes


Not Not
Gratuity 100.0% Yes 100.0% Yes
Applicable Applicable
ESI 100.0% Yes 100.0% Yes

Others – please specify

3 Accessibility of workplaces
 re the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements
A
of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this
regard.

Yes, all our hotels have been designed in a way that every individual with disabilities can utilize shared facilities without
any barriers to access.

4 Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide
a web-link to the policy.
All our hotels are committed to providing equal opportunities in employment and creating an inclusive working environment.
Our operators address this through a comprehensive policy structure that can be accessed by everyone.

5 Return to work and Retention rates of permanent employees and workers that took parental leave.

Gender Permanent employees Permanent workers

Return to work rate Retention rate Return to work rate Retention rate

Male 100.0% 100.0%

Female 100.0% 100.0% Not Applicable

Total 100.0% 100.0%

6 Is there a mechanism available to receive and redress grievances for the following categories of employees and worker?
If yes, give details of the mechanism in brief.

Yes/No
(If Yes, then give details of the mechanism in brief)
Permanent Workers
Not Applicable
Other than Permanent Workers
Permanent Employees Yes, the corporate office as well as all our operators have a dedicated POSH
Other than Permanent Employees committee in place at every location. Additionally, we have well-defined policies in
place for Whistleblower, a code of conduct and an open-door policy.

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7 Membership of employees and worker in association(s) or Unions recognized by the listed entity:

Category FY 2024 (Current Financial Year) FY 2023 (Previous Financial Year)


Total No. of employees/ % Total No. of employees/ %
employees workers in (B / A) employees workers in (D / C)
/ workers in respective category, / workers in respective category,
respective who are part of respective who are partof
category association(s) or category © association(s) or
(A) Union (B) Union(D)
Total Permanent
3,238 157 4.8% 3,160 168 5.3%
Employees
Male 2,761 128 4.6% 2,643 147 5.6%
Female 477 29 6.1% 517 21 4.1%
Total Permanent
Workers
Not Applicable
Male
Female

8 Details of training given to employees and workers:

Category FY 2024 (Current Financial Year) FY 2023 (Previous Financial Year)


Total On Health and On Skill Total On Health and On Skill
(A) safety measures upgradation (D) safety measures upgradation
No. % No. % No. % No. %
(B) (B / A) (C) (C / A) (E) (E / D) (F) (F / D)
Employees
Male 2,761 2,761 100.0% 2,761 100.0% 2,643 2,643 100.0% 2,643 100.0%
Female 477 477 100.0% 477 100.0% 517 517 100.0% 517 100.0%
Total 3,238 3,238 100.0% 3,238 100.0% 3,160 3,160 100.0% 3,160 100.0%
Workers
Male
Female Not Applicable
Total

9 Details of performance and career development reviews of employees and worker:

Category FY 2024 (Current Financial Year) FY 2023 (Previous Financial Year)

Total (A) No. (B) % (B / A) Total (C) No. (D) % (D / C)

Employees

Male 2,761 2,761 100.0% 2,643 2,643 100.0%

Female 477 477 100.0% 517 517 100.0%

Total 3,238 3,238 100.0% 3,160 3,160 100.0%

Workers

Male

Female Not Applicable

Total

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BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

10 Health and safety management system:


a.  hether an occupational health and safety management system has been implemented by the entity? (Yes/ No).
W
If yes, the coverage such system?
Yes, the system covers all employees and at the operator level, it covers guests and other users as well (in addition
to employees).

b.  hat are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis
W
by the entity?
We use various processes to identify work-related hazards and assess risks:

Routine Checks:

• Compliance with all the statutory provisions on health and safety

• Incident Tracking System on a routine and non-routine basis

• Training and awareness

• The Safety and Security Assessment (SSA) - an online assessment tool

• Monthly Safety Committee Meetings at Hotels

• Daily Walk-around of hotel property

• Health checks of equipment to identify potential risks..

• Scheduled service and maintenance of equipment.

Non-routine Assessments:

Immediate investigation of incidents to identify root causes and re-assessment of process as may be necessary

c.  hether you have processes for workers to report the work related hazards and to remove themselves from such
W
risks. (Y/N)
Not Applicable

d.  o the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/
D
No)
Not Applicable

11 Details of safety related incidents, in the following format:

*Including in the contract workforce

Safety Incident/Number Category FY 2024 FY 2023


(Current Financial Year) (Previous Financial Year)
Lost Time Injury Frequency Rate (LTIFR) Employees Not Available
(per one million-person hours worked)
Workers Not Applicable

Total recordable work-related injuries Employees Not Available


Workers Not Applicable
No. of fatalities Employees Nil
Workers Not Applicable

High consequence work-related injury or Employees Nil


ill-health (excluding fatalities)
Workers Not Applicable

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12 Describe the measures taken by the entity to ensure a safe and healthy work place.
• Corporate Safety guidelines and policies

• Asset’s Safety Risk Assessment

• Employee Insurance & Medical Treatment

• Fire Alarm System, adequate Fire extinguishing equipment

• CCTV surveillance

• Proper hygiene and sanitisation facilities

• Occupational health and safety training for all employees

• System in place for injury and illness reporting

• Provision of medical treatment and/or compensation as per applicable laws

13 Number of Complaints on the following made by employees and workers:

FY 2024 (Current Financial Year) FY 2023 (Previous Financial Year)

Filed during Pending Remarks Filed during Pending Remarks


the year resolution the year resolution
at the end at the end of
of year year

Working Conditions Nil Nil Nil Nil

Health & Safety Nil Nil Nil Nil

14 Assessments for the year:

% of your plants and offices that were assessed


(by entity or statutory authorities or third parties)
Health and safety practices 100.0%
Working Conditions 100.0%

15 Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant
risks / concerns arising from assessments of health & safety practices and working conditions.
The Company and the Operators comply with the statutory provisions on health and safety and conduct e regular internal
audits/inspections of all operational assets

Leadership Indicators

1 Does the entity extend any life insurance or any compensatory package in the event of death of
(A) Employees (Y/N) - Yes

(B) Workers (Y/N) – Not Applicable

2 Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the
value chain partners.
All statutory dues are being deducted and deposited to respective authorities and the receipts of payment obtained are
filed for records

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3 Provide the number of employees / workers having suffered high consequence work-related injury / ill-health / fatalities
(as reported in Q11 of Essential Indicators above), who have been are rehabilitated and placed in suitable employment
or whose family members have been placed in suitable employment:

Total no. of affected employees/ workers No. of employees/workers that are


rehabilitated and placed in suitable
employment or whose family members
have been placed in suitable employment
FY 2024 (Current FY 2023 (Previous FY 2024 (Current FY 2023 (Previous
Financial Year) Financial Year) Financial Year) Financial Year)
Employees Nil Nil Nil Nil
Workers Nil Nil Nil Nil

4 Does the entity provide transition assistance programs to facilitate continued employability and the management of
career endings resulting from retirement or termination of employment? (Yes/ No)
No

5 Details on assessment of value chain partners:

% of value chain partners (by value of business


done with such partners) that were assessed
Health and safety practices Nil
Working Conditions Nil

6 Provide details of any corrective actions taken or underway to address significant risks / concerns arising from
assessments of health and safety practices and working conditions of value chain partners.
Not Applicable

PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders

Essential Indicators

1 Describe the processes for identifying key stakeholder groups of the entity.
Any entity or personnel, both internal or external, which contribute to the value creation of the Company is identified as key
stakeholder. Stakeholders of the Company are broadly categorized as follows;

Internal: Shareholders, Employees

External: Customers, Operators, vendors, lenders, advisors, local communities

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2 List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group.

Stakeholder Whether Channels of communication Frequency of engagement Purpose and scope of


Group identified as (Email, SMS, Newspaper, (Annually/ Half yearly/ engagement including key
Vulnerable & Pamphlets, Advertisement, Quarterly / others – please topics and concerns raised
Marginalized Community Meetings, Notice specify) during such engagement
Group (Yes/No) Board, Website), Other
Shareholders No • Quarterly investor calls Quarterly results, quarterly Purpose
earnings conference calls, • Information transparency
• Public and media
and periodic meetings as and
announcements • Building investor/
when required
shareholder confidence
• Investor presentations
• Information transparency
• Conferences
Key topics
• Press releases
• Summary Financials
• Stock exchange
intimations • Macro Dynamics
• Company website • Growth drivers
• Ongoing meetings/ • Upcoming developments
communication through
social/electronic media
• Annual reports
Customers No • Direct feedback Ongoing Purpose
• Survey and customer • Understanding customer
satisfaction assessment expectations and
(through brand partners) experiences to improve
service delivery
• Loyalty program
Key Topics
• Real-time social media
engagement • Feedback on services
availed
• Periodic market research
• Analyzis of customer
trends
Operators No • Business meetings Ongoing Purpose
• Regular communication • Achievement of operating
goals
• Avenues for creating
efficiencies
• Growth opportunities
Key topics
• Annual budgets
• Operational performance
• Feedback on guest
experience
• Staff retention and
development
• Asset quality and
maintenance

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BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

Stakeholder Whether Channels of communication Frequency of engagement Purpose and scope of


Group identified as (Email, SMS, Newspaper, (Annually/ Half yearly/ engagement including key
Vulnerable & Pamphlets, Advertisement, Quarterly / others – please topics and concerns raised
Marginalized Community Meetings, Notice specify) during such engagement
Group (Yes/No) Board, Website), Other
Employees No • Emails Regular and ongoing Purpose
• Townhalls • Employee growth and
performance
• Regular meetings
• Improving collaborative
• Timely internal and external
conduct
reviews
• Sustainability initiatives
• Training
• Increased awareness of
• Company website, Portal,
governance requirements
Notice Board, − Daily
meetings and briefings Key topics
• Performance feedback
• Training and development
• Suggestions for
improvement
• Rewards & Recognitions
• Festival celebration.
• Health, Safety and Well-
Being
Vendors No • Business meetings Ongoing Purpose
• Supplier feedback surveys • Continued and sustainable
– Robust on-boarding relationships to ensure
process and maintenance efficiency, quality and
of open communication reliability
channels through all
Key topics
means
• Quality of products and
services
• Transparency in
procurement
• Discovery of competitive
pricing
• Adherence to applicable
laws
Local No • Direct Communication, Ongoing Purpose
Communities
• CSR activities • Community development
• Local newspapers • Local procurement
• Website and social media Key topics
outreach
• Environment and Social
Impact
• Sustainable Sourcing
• Skill development

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Leadership Indicators

1 Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social
topics or if consultation is delegated, how is feedback from such consultations provided to the Board.
Stakeholder consultation includes feedback collection, meetings, social media interactions and vendor communication.
Feedback is compiled and reported periodically through structured channels for informed decision-making.

2 Whether stakeholder consultation is used to support the identification and management of environmental, and social
topics (Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on these topics
were incorporated into policies and activities of the entity.
Yes, feedback and inputs from all stakeholders’ are taken into consideration for identification, assessment, and
management of risks. This helps to ensure that the risk management process is inclusive and that all perspectives are
considered. Intititives such as “Learning Fridays”, placement of collateral on environment related issues in guest rooms
etc. are results of feedback from stakeholders.

3 Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized
stakeholder groups.
Hotels based on their location regularly engage with local communities to explore synergies for sustainable development.

PRINCIPLE 5: Businesses should respect and promote human rights

Essential Indicators

1 Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the
following format:

Category FY 2024 (Current Financial Year) FY 2023 (Previous Financial Year)

Total (A) No. of % (B / A) Total (C) No. of % (D / C)


employees employees
/ workers / workers
covered (B) covered (D)

Employees

Permanent 2,607 2,607 100.0% 2,493 2,493 100.0%

Other than permanent 631 631 100.0% 667 667 100.0%

Total Employees 3,238 3,238 100.0% 3,160 3,160 100.0%

Workers

Permanent

Other than permanent Not Applicable

Total Workers

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BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

2 Details of minimum wages paid to employees and workers, in the following format:

Category FY 2024 (Current Financial Year) FY 2023(Previous Financial Year)


Total Equal to More than Total Equal to Minimum More than
(A) Minimum Wage Minimum Wage (D) Wage Minimum Wage
No. % No. % No. % No. %
(B) (B / A) (C) (C / A) (E) (E / D) (F) (F / D)
Employees
Permanent 2,622 1,505 57.4% 1,117 42.6% 2,503 1,560 62.3% 943 37.7%
Male 2,177 1,215 55.8% 962 44.2% 2,126 1,301 61.2% 825 38.8%
Female 445 290 65.1% 155 34.9% 377 259 68.7% 118 31.3%
Other than 616 566 91.9% 50 8.1% 657 617 93.9% 40 6.1%
Permanent
Male 583 532 91.4% 50 8.6% 607 567 93.4% 40 6.6%
Female 34 34 100.0% 0 0.0% 50 50 100.0% 0 0.0%
Workers
Permanent
Male
Female
Other than Not Applicable
Permanent
Male
Female

3 Details of remuneration/salary/wages, in the following format:


a. Median remuneration / wages:

Male Female

Number Median Number Median


remuneration/ remuneration/
salary/ wages of salary/ wages of
respective category respective category

Board of Directors (BoD) 1 89,288,298 0 Not Applicable

Key Managerial Personnel 3 39,518,784 1 15,586,917

Employees other than BoD 3,548 184,469 746 149,130


and KMP

Workers Not Applicable

Note
For Board of Directors (BoD) - sitting fees of BoD is considered
Key Managerial Personnel and Senior Management - Mr. Ashish Jakhanwala – Chairman, Managing Director (MD),
and Chief Executive Officer (CEO), Mr. Rajat Mehra Chief Financial Officer (CFO), Mr. Gyana Das Executive Vice
President and Head of Investment, Ms. Tanya Chakravarty General Counsel and Mr. Sanjay Jain Senior Director
Corporate Affairs, Company Secretary and Compliance Officer

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b. Gross wages paid to females as % of total wages paid by the entity, in the following format:

FY 23-24 FY 22-23
(Current Financial Year) (Previous Financial Year)

Gross wages paid to females as % of total wages 14.4% 16.6%

4 Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused
or contributed to by the business? (Yes/No)
Yes, there are ICCs (Internal Complaint Committee) at various levels which caters to the complaints related to POSH.
Additionally, relevant HR managers and senior members of the management remain focal points for all issues relating to
human rights.

5 Describe the internal mechanisms in place to redress grievances related to human rights issues.
• Establishment of ICC and Grievance Redressal Committees as applicable
• Hotels have drop boxes for any complaints
• Whistle-blower policy
• Robust training and awareness programmes
• Promoting free and fair communication at all levels
• Maintaining confidentiality of complaints

6 Number of Complaints on the following made by employees and workers:

FY 2024(Current Financial Year) FY 2023(Previous Financial Year)

Filed during Pending Remarks Filed during Pending Remarks


the year resolution the year resolution
at the end at the end of
of year year

Sexual Harassment 7 0 0 0

Discrimination at workplace 0 0 0 0

Child Labour 0 0 0 0

Forced Labour/Involuntary Not Applicable Not Applicable


0 0 0 0
Labour

Wages 0 0 0 0

Other human rights related


0 0 0 0
issues

7 Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, in the following format:

FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)

Total Complaints reported under Sexual Harassment 7 Nil


on of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (POSH)

Complaints on POSH as a % of female employees / 1.6% Nil


workers

Complaints on POSH upheld 7 Nil

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8 Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
• Corporate office and Brand Operators have dedicated policy on the Prevention of Sexual Harassment (POSH policy)
mechanism with relevant committee and reporting structure in place

• All complaints are mandated to be confidential

• Regular meeting / training Informing are conducted to sensitise the staff on handling such complaints in a fair and
sensitive manner

• Ensuring relevant function head and HR managers as applicable are approachable in case of any grievances

• Whistle-blower and other related policies as cited above allow for open communication and protection of complainants

9 Do human rights requirements form part of your business agreements and contracts? (Yes/No)
Yes, human rights are the foundation based on which many key policies and contractual provisions have been created by
the Company as well all of its operating partners.

10 Assessments for the year:

% of your plants and offices that were assessed


(by entity or statutory authorities or third parties)
Child labour 100.0%
Forced/involuntary labour 100.0%
Sexual harassment 100.0%
Discrimination at workplace 100.0%
Wages 100.0%
Others – please specify

11 Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the
assessments at Question 10 above.
Not Applicable

Leadership Indicators

1 Details of a business process being modified / introduced as a result of addressing human rights grievances/
complaints.
Not Applicable

2 Details of the scope and coverage of any Human rights due-diligence conducted.
No specific Human Rights related Due Diligence was conducted however diligences are routinely conducted in respect of
compliance of all applicable laws including labour welfare laws.

3 Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of
Persons with Disabilities Act, 2016?
Yes, all our locations have been designed in a way that every individual with disabilities can utilize shared facilities without
encountering any barriers as per the requirements of the Rights of Persons with Disabilities Act, 2016

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4 Details on assessment of value chain partners:

% of value chain partners (by value of business


done with such partners) that were assessed
Sexual Harassment Nil
Discrimination at workplace Nil
Child Labour Nil
Forced/Involuntary Labour Nil
Wages Nil
Others – please specify Nil

5 Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the
assessments at Question 4 above.
Not Applicable

PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment

Essential Indicators

1 Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:
Parameter FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)
From renewable sources (In GJ)
Total electricity consumption (A) 38,160 27,239
Total fuel consumption (B) - -
Energy consumption through other sources (C) 2,457 295
Total energy consumed from renewable sources (A+B+C) 40,618 27,534
From non-renewable sources (In GJ)
Total electricity consumption (D) 218,317 141,905
Total fuel consumption (E) 83,165 71,452
Energy consumption through other sources (F) 1,871 1,506
Total energy consumed from non-renewable sources (D+E+F) 303,353 214,863
Total energy consumed (A+B+C+D+E+F) 343,971 242,397
Energy intensity per rupee of turnover (Total energy 0.27 0.24
consumption in GJ/Revenue from operations in `)

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.
No

2 Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve
and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme
have been achieved. In case targets have not been achieved, provide the remedial action taken, if any.
Not Applicable

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BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

3 Provide details of the following disclosures related to water, in the following format:

Parameter FY 2024 FY 2023


(Current Financial Year) (Previous Financial Year)
Water withdrawal by source (in kilolitres)
(i) Surface water 69,506 84,129
(ii) Groundwater 205,122 224,366
(iii) Third party water 401,487 354,595
(iv) Seawater / desalinated water - -
(v) Others 14,305 11,362
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 690,420 674,452
Total volume of water consumption (in kilolitres) 690,420 674,452
Water intensity per rupee of turnover (Water consumed in kilolitres 0.13 0.10
/ Revenue from operations in `)
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.
No

4 Provide the following details related to water discharged:


Parameter FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)
Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water Nil
No treatment
With treatment – please specify level of treatment
(ii) To Groundwater Nil
No treatment
With treatment – please specify level of treatment
(iii) To Seawater Nil
No treatment
With treatment – please specify level of treatment
(iv) Sent to third-parties Nil
No treatment
With treatment – please specify level of treatment
(v) Others 621,378 607,007
No treatment Nil
With treatment – please specify level of treatment 621,378 607,007
(With Tertiary & MBBR in (With Tertiary & MBBR in
STP) STP)
Total water discharged (in kilolitres) 621,378 607,007

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.
No

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5 Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and
implementation.
All our assets have tertiary-level sewage and wastewater treatment plants installed which convert 100.0% of wastewater
produced onsite into reusable water. The final stage of such water treatment process ends with ozonization and UV
treatment post sand bed filtration, softening, and chlorination.

The treated water is virtually free from microorganisms and non-biodegradable pollutants and is used for irrigation,
periphery cleaning, basement floor washing, WC flush & horticulture. Regular tests from NABL-accredited labs are
conducted to ensure that the treated water parameters consistently meet the requirements as prescribed by central and
state pollution control board.

6 Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:
Parameter Please specify unit FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)
NOx µg/m³ 386.5 376.4
SOx µg/m³ 276.1 265.4
Particulate matter (PM) µg/m³ 787.8 819.2
Persistent organic pollutants (POP) µg/m³ 0.6 0.6
Volatile organic compounds (VOC) µg/m³ 13.6 14.3
Hazardous air pollutants (HAP) µg/m³ - -
Others – please specify µg/m³ 28.5 29.4

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If
yes, name of the external agency.

Yes, NABL-accredited labs

7 Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:
Parameter Unit FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)
Total Scope 1 emissions
Metric tonnes of
(Break-up of the GHG into CO2, CH4,
CO2 equivalent
N2O, HFCs, PFCs, SF6, NF3, if available)
Total Scope 2 emissions
(Break-up of the GHG into CO2, Metric tonnes of
CH4, N2O, HFCs, PFCs, SF6, NF3, if CO2 equivalent
available)
Total Scope 1 and Scope 2 emission
intensity per rupee of turnover
(Total Scope 1 and Scope 2 GHG
emissions / Revenue from operations)
Total Scope 1 and Scope 2 emission Not Applicable
intensity per rupee of turnover
adjusted for Purchasing Power Parity
(PPP)
(Total Scope 1 and Scope 2 GHG
emissions / Revenue from operations
adjusted for PPP)
Total Scope 1 and Scope 2 emission
intensity in terms of physical output
Total Scope 1 and Scope 2 emission
intensity (optional) – the relevant
metric may be selected by the entity

SAMHI HOTELS LIMITED 151


BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If
yes, name of the external agency.

No

8 Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details.
Yes. SAMHI strives to reduce energy consumption through improved technology, practices, and efficiency. SAMHI has
partnered with Zenatrix to monitor and put energy efficient installations like switching to LED lights, infrastructure upgrades
such as installing VFDs on high power motors, exhaust fans, cooling tower fans, and insulation of hot water lines, etc.

• Increasing our share of renewable energy through Solar PV and FPC plants

• Installing EV chargers in hotels

• Exploring the possibility of going for carbon offsets to further mitigate the adverse effects of emissions from our
operations

• Retrofitting DG sets with emission control devices to reduce NOx and PM emissions

• Heat reflective painting on the terrace.

• Installation of motion sensors in all public areas.

• Reducing water consumption through modern low-flow faucets and shower heads

• Installation of heat recovery wheels on building exhaust

9 Provide details related to waste management by the entity, in the following format:
Parameter FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)
Total Waste generated (in metric tonnes)
Plastic waste (A) Not Available
E-waste (B) Not Available
Bio-medical waste (C) Not Applicable
Construction and demolition waste (D) Not Available
Battery waste (E) Not Available
Radioactive waste (F) Not Applicable
Other Hazardous waste. Please specify, if any. (G) Not Available
Other Non-hazardous waste generated (H). Please specify, if any. Not Available
(Break-up by composition i.e. by materials relevant to the sector)
Total (A+B + C + D + E + F + G + H)
Waste intensity per rupee of turnover
(Total waste generated / Revenue from operations)
Waste intensity per rupee of turnover adjusted for Purchasing
Power Parity (PPP)
(Total waste generated / Revenue from operations adjusted for PPP)
Not Available
Waste intensity in terms of physical output
Waste intensity (optional) – the relevant metric may be selected
by the entity
For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in
metric tonnes)
Category of waste
(i) Recycled
(ii) Re-used
Not Available
(iii) Other recovery operations
Total

152 ANNUAL REPORT 2023-24


STATUTORY REPORTS

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

Parameter FY 2024 FY 2023


(Current Financial Year) (Previous Financial Year)
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste
(i) Incineration
(ii) Landfilling
Not Available
(iii) Other disposal operations
Total

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.

No

10 Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by
your company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices
adopted to manage such wastes.
• Recycling E-waste and other hazardous waste through authorized waste recyclers

• Recycling 100.0% of its wet waste through Organic Waste Converters (OWC)

• Setting up a water bottling plant to for replacing plastic water bottles with glass bottles

• Eliminate single-use items, or move to reusable or recyclable alternatives across the guest stay

• Minimize food going to waste through a “prevent, donate, divert” plan

• Procurement sustainable solutions by designing furniture fabric covers made from recycled plastic etc. from Carbon-
neutral certified suppliers

• Hazardous waste like used Batteries, lube oil from DG sets/blowers, etc are always handed over to recyclers who are
authorized by the central or state pollution control Board.

11 If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries,
biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental
approvals / clearances are required, please specify details in the following format:

S. No. Location of operations/ Type of operations Whether the conditions of environmental approval /
offices clearance are being complied with? (Y/N) If no, the
reasons thereof and corrective action taken, if any.
Not Applicable

12 Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the
current financial year:

Name and brief details EIA Date Whether conducted Results Relevant
of project Notification by independent communicated Web link
No. external agency in public domain
(Yes / No) (Yes / No)
Not Applicable

SAMHI HOTELS LIMITED 153


BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

13 Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water
(Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and
rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format:
Yes

S. No. Specify the law / regulation Provide details of the Any fines / penalties / action Corrective action
/ guidelines which was not non-compliance taken by regulatory agencies taken, if any
complied with such as pollution control
boards or by courts
Not Applicable

Leadership Indicators

1 Water withdrawal, consumption and discharge in areas of water stress (in kilolitres):
For each facility / plant located in areas of water stress, provide the following information:

(i) Name of the area

(ii) Nature of operations

(iii) Water withdrawal, consumption and discharge in the following format :

Parameter FY 2024 FY 2023


(Current Financial Year) (Previous Financial Year)
(i) Surface water
(ii) Groundwater
(iii) Third party water
(iv) Seawater / desalinated water
(v) Others
Total volume of water withdrawal (in kilolitres)
Total volume of water consumption (in kilolitres)
Water intensity per rupee of turnover (Water consumed /
turnover) Not Available
Water intensity (optional) – the relevant metric may be
selected by the entity
Water discharge by destination and level of treatment (in
kilolitres)
(i) Into Surface water
No treatment
With treatment – please specify level of treatment

154 ANNUAL REPORT 2023-24


STATUTORY REPORTS

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

Parameter FY 2024 FY 2023


(Current Financial Year) (Previous Financial Year)
(ii) Into Groundwater
No treatment
With treatment – please specify level of treatment
(iii) Into Seawater
No treatment
With treatment – please specify level of treatment
(iv) Sent to third-parties Not Available
No treatment
With treatment – please specify level of treatment
(v) Others
No treatment
With treatment – please specify level of treatment
Total water discharged (in kilolitres)

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If
yes, name of the external agency.
No

2 Please provide details of total Scope 3 emissions & its intensity, in the following format:

Parameter Unit FY 2024 FY 2023


(Current Financial Year) (Previous Financial Year)

Total Scope 3 emissions


(Break-up of the GHG into CO2, CH4, N2O,
HFCs, PFCs, SF6, NF3, if available)

Total Scope 3 emissions per rupee of


Not Applicable
turnover

Total Scope 3 emission intensity (optional)


– the relevant metric may be selected by the
entity

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If
yes, name of the external agency.
No

3 With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide details
of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation
activities.
Not Applicable

SAMHI HOTELS LIMITED 155


BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

4 If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource
efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same
as well as outcome of such initiatives, as per the following format:

Sr. No Initiative undertaken Details of the initiative (Web-link, if any, Outcome of the initiative
may be provided along-with summary)

1 Renewable Energy Use SAMHI's commitment towards transition Reduced carbon footprint, environmental
to renewable energy where feasible in sustainability, and reduction in emissions.
accordance with applicable law Also, cost savings

2 EV Charging Stations The Company has installed 25 EV charging Promoting sustainability and reducing
stations across 25 assets emissions

3 Organic Waste Converter The Company has installed 15 OWC across Efficient waste management
(OWC) 25 assets

4 Bottling Plant Company has installed 03 bottling plants in Reduction in use of plastic bottles
their largest hotels

5 Smart Energy Initiatives The Company has partnered with Zenatrix Improved energy efficiency, and cost
to monitor the energy sensors to evaluate savings.
the energy and water savings

6 LED lighting Energy efficient, long-lasting, eco friendly Reduction of Electricity Consumption and
lighting solution cost-saving

7 VFD (Variable Frequency Energy efficiency, cost control, reduced Safety to the equipment and Electricity
Drive) environmental impact Consumption

8 STPs Recycling and reuse of water. Saving water usage by using the treated
water for secondary systems

9 Heat Pump Energy-efficient heating and cooling, lower energy consumption, reduced carbon
reduced utility costs, environmental emissions,
sustainability

10 Reducing Single-use The Company has committed to eliminating Cost Reduction, Environmental
items (SUI) single-use items or moving to reusable or sustainability
recyclable alternatives across the guest stay
5 Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link.
Yes. Company and each operator’s, business continuity and disaster management plan contain policies and procedures
designed to protect the guests, employees, and control damage to property and equipment.

Business Continuity Programs are composed of four key components, mainly: Emergency Response, Crisis Management,
Disaster Recovery and Business Resumption. Regular training and awareness programmes are also conducted for the
same.

These ensure documented procedures for emergency response, contingency operations, and post-disruption recovery
that will facilitate the continuity of specific business processes, within expected recovery times, steps to mitigate damage
and loss and mitigate the risk of the unavailability of critical resources. To ensure ongoing relevance and effectiveness,
the plan undergoes regular review and updates every two years. The plan is reviewed and updated regularly to ensure it
maintains its relevance and effectiveness.

6 Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation
or adaptation measures have been taken by the entity in this regard.
No significant adverse impact has been reported by any value chain partner

7 Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental
impacts.
Nil

156 ANNUAL REPORT 2023-24


STATUTORY REPORTS

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

PRINCIPLE 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is
responsible and transparent

Essential Indicators

1 a. Number of affiliations with trade and industry chambers/ associations.


5

b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body)
the entity is a member of/ affiliated to.

S. No. Name of the trade and industry chambers/ associations Reach of trade and industry chambers/
associations (State/National)
1 Associated chambers of commerce and Industry of India National
2 CII National
3 FHRAI National
4 Poona Hoteliers Association National
5 IATO National

2 Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity,
based on adverse. orders from regulatory authorities.

Name of authority Brief of the case Corrective action taken


Not Applicable

Leadership Indicators

1 Details of public policy positions advocated by the entity:

S. Public policy Method resorted Whether information Frequency of Review by Web Link, if
No. advocated for such advocacy available in public Board (Annually/ Half available
domain? (Yes/No) yearly/ Quarterly / Others
– please specify)
Not Applicable

PRINCIPLE 8: Businesses should promote inclusive growth and equitable development

Essential Indicators

1 Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the
current financial year.

Name and brief SIA Notification Date of Whether conducted Results Relevant Web link
details of project No. notification by independent communicated in
external agency public domain(Yes
(Yes / No) / No)

Not Applicable

SAMHI HOTELS LIMITED 157


BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

2 Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your
entity, in the following format:

Name of Project State District No. of Project % of PAFs covered Amounts paid to
for which R&R is Affected Families by R&R PAFs in the FY
ongoing (PAFs) (In `)
Not Applicable

3 Describe the mechanisms to receive and redress grievances of the community


The Operators have established mechanisms to receive and redress the grievances of the community. All grievances,
suggestions, and feedback are received through emails / letters, direct communication etc. These communication channels
are clearly listed out in relevant web pages as well. Through transparent communication and proactive engagement, we
strive to ensure that the concerns of the community are heard and addressed effectively, fostering trust and collaboration
for the betterment of our shared environment.

4 Percentage of input material (inputs to total inputs by value) sourced from suppliers:

FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)

Directly sourced from MSMEs/ small producers

Sourced directly from within the district and neighbouring Not Available
districts

5 Job creation in smaller towns – Disclose wages paid to persons employed (including employees or workers employed
on a permanent or non-permanent / on contract basis) in the following locations, as % of total wage cost

Location FY 2024 FY 2023


(Current Financial Year) (Previous Financial Year)

Rural 0.0% 0.0%

Semi-Urban 0.0% 0.0%

Urban 3.0% 3.0%

Metropolitan 97.0% 97.0%

Leadership Indicators

1 Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments
(Reference: Question 1 of Essential Indicators above):

Details of negative social impact identified Corrective action taken


Not Applicable

2 Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as
identified by government bodies:

S. No. State Aspirational District Amount spent (In `)


Not Applicable

3 (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising
marginalized /vulnerable groups? (Yes/No) - Yes

(b) From which marginalized /vulnerable groups do you procure? – MSMEs and smaller local communities

(c) What percentage of total procurement (by value) does it constitute? - Not Available

158 ANNUAL REPORT 2023-24


STATUTORY REPORTS

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

4 Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the
current financial year), based on traditional knowledge:

S. No. Intellectual Property based on Owned/ Acquired Benefit shared Basis of calculating
traditional knowledge (Yes/No) (Yes / No) benefit share
Not Applicable

5 Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes
wherein usage of traditional knowledge is involved.

Name of authority Name of authority Corrective action taken


Not Applicable

6 Details of beneficiaries of CSR Projects:

S. No. CSR Project No. of persons benefitted from % of beneficiaries from vulnerable
CSR Projects and marginalized groups
Not Applicable

PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner

Essential Indicators

1 Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
Various mediums have been made available to the customers to provide their feedback which include online platforms of
the Operators, OTAs, third party review agencies like Tripadvisor, social media platforms etc.

Feedback is also sought in physical form for various services.

2 Turnover of products and/ services as a percentage of turnover from all products/service that carry information
about:

As a percentage to total turnover


Environmental and social parameters relevant to the product
Safe and responsible usage Not Applicable
Recycling and/or safe disposal

3 Number of consumer complaints in respect of the following:

FY 23 -24 Remarks FY 22 – 23 Remarks


(Current Financial Year) (Previous Financial Year)

Received Pending Received Pending


during the resolution at during the resolution at
year end of year year end of year

Data privacy 0 0 0 0

Advertising 0 0 0 0

Cyber-security 0 0 0 0
Not Not
Delivery of essential services 0 0 0 0
Applicable Applicable
Restrictive Trade Practices 0 0 0 0

Unfair Trade Practices 0 0 0 0

Other 0 0 0 0

SAMHI HOTELS LIMITED 159


BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (CONTD.)

4 Details of instances of product recalls on account of safety issues:

Number Reasons for recall


Voluntary recalls
Not Applicable
Forced recalls

5 Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available,
provide a web-link of the policy.
Yes, the Company is ISO 27001 certified, and all our Operators have comprehensive policies for data privacy in compliance
with global parameters.

https://samhi.co.in/?page_id=11897

6 Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential
services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action
taken by regultory authorities on safety of products / services.
Not Applicable

7 Provide the following information relating to data breaches:


a. Number of instances of data breaches along-with impact
None

b. Percentage of data breaches involving personally identifiable information of customers


None

Leadership Indicators

1 Channels / platforms where information on products and services of the entity can be accessed (provide web link, if
available).
All information on the services provided by the asset can be accessed on their respective websites and certain information
is also available on social media platforms.

2 Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.
• Collaterals are placed in rooms to nudge customers to use products and services in a sustainable manner.

• Social media and other channels are used to spread awareness on these issues.

3 Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services.


Please refer to response under Principal 6 on Disaster Recovery Mechanism

4 Does the entity display product information on the product over and above what is mandated as per local laws?
(Yes/No/Not Applicable) If yes, provide details in brief. Did your entity carry out any survey with regard to consumer
satisfaction relating to the major products / services of the entity, significant locations of operation of the entity or the
entity as a whole? (Yes/No)
Not Applicable

5 Provide the following information relating to data breaches:


Number of instances of data breaches None

Percentage of data breaches involving personally identifiable information of customers None

Impact, if any, of the data breaches None

160 ANNUAL REPORT 2023-24


FINANCIAL
STATEMENTS
INDEPENDENT AUDITOR’S REPORT

To the Members of SAMHI Hotels Limited BASIS FOR OPINION

Report on the Audit of the Standalone Financial Statements We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under Section 143(10) of the Act.
OPINION Our responsibilities under those SAs are further described in
We have audited the standalone financial statements of the Auditor’s Responsibilities for the Audit of the Standalone
SAMHI Hotels Limited (the “Company”) which comprise Financial Statements section of our report. We are
the standalone balance sheet as at 31 March 2024, and the independent of the Company in accordance with the Code
standalone statement of profit and loss (including other of Ethics issued by the Institute of Chartered Accountants of
comprehensive income), standalone statement of changes India together with the ethical requirements that are relevant
in equity and standalone statement of cash flows for the to our audit of the standalone financial statements under
year then ended, and notes to the standalone financial the provisions of the Act and the Rules thereunder, and we
statements, including material accounting policies and other have fulfilled our other ethical responsibilities in accordance
explanatory information. with these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient
In our opinion and to the best of our information and
and appropriate to provide a basis for our opinion on the
according to the explanations given to us, the aforesaid
standalone financial statements.
standalone financial statements give the information
required by the Companies Act, 2013 (“Act”) in the manner KEY AUDIT MATTERS
so required and give a true and fair view in conformity with
Key audit matters are those matters that, in our professional
the accounting principles generally accepted in India, of the
judgment, were of most significance in our audit of the
state of affairs of the Company as at 31 March 2024, and
standalone financial statements of the current period. These
its loss and other comprehensive income, changes in equity
matters were addressed in the context of our audit of the
and its cash flows for the year ended on that date.
standalone financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on these matters.

IMPAIRMENT ASSESSMENT OF PROPERTY, PLANT AND EQUIPMENT, RIGHT OF USE ASSETS AND OTHER INTANGIBLE
ASSETS

See Note 56(a) to the standalone financial statements

The key audit matter How the matter was addressed in our audit
As at 31 March 2024, the carrying value of property, plant and Our audit procedures included:
equipment, right of use assets and other intangible assets • Tested the design, implementation, and operating
amounts to Rs. 2,244.23 million (net of impairment loss of Rs. effectiveness of key controls over the impairment
146.85 million). assessment process.
In accordance with the requirements of Ind AS 36 “Impairment • Assessed the indicators of impairment (including
of Assets”, the Company periodically assesses whether there impairment reversal) in assets at CGU level based on
is any indication for impairment in relation to such property, consideration of external and internal factors affecting
plant and equipment, right of use assets and other intangible the value and performance of CGU.
assets at a cash generating unit (CGU) level. If any such
• Obtained management assessment of recoverable
indication exists, the Company estimates the recoverable
amount of CGU where indicator of impairment (including
amount of these assets. Further, the Company also periodically
impairment reversal) is identified and performed the
assesses whether there are any impairment reversals.
following procedures:
To assess the recoverability of the CGU, management is
a. Obtained an understanding of the Company’s
required to make significant estimates and assumptions
process for projecting the future cash flows for
related to forecast of future revenue, operating margins, exit
determining the recoverable amount of CGUs.
multiple and discount rates. The recoverable amount of the
CGU determined based on value in use, has been derived from b. Evaluated the key market related assumptions such
discounted cash flow model. as discount rate and exit multiple with assistance of
our internal valuation specialist. We also performed
sensitivity analysis over these assumptions.

162 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

INDEPENDENT AUDITOR’S REPORT (Contd.)

The key audit matter How the matter was addressed in our audit
In view of the significance of these assets and involvement c. 
Assessed the reliability of cash flow forecasts
of judgements and estimates in impairment assessment of through a retrospective review of actual
property, plant and equipment, right of use assets and other performance in comparison to budgets.
intangible assets, this area has been identified as a key audit d. Evaluated the reasonableness of the assumptions
matter. used in the cash flow forecasts which includes
occupancy rate, average room rate and operating
margins. To consider forecasting risk we also
performed sensitivity analysis over these
assumptions.
• Evaluated the adequacy of the disclosures made in the
standalone financial statements in accordance with the
applicable accounting standards.

IMPAIRMENT ASSESSMENT OF INVESTMENTS IN SUBSIDIARIES

See Note 55 and 56(b) to the standalone financial statements


The key audit matter How the matter was addressed in our audit
In accordance with the requirements of Ind AS 36 “Impairment Our audit procedures included:
of Assets”, the Company performs an impairment assessment • 
Tested the design, implementation, and operating
of its investments in subsidiaries. Further, the Company also effectiveness of key controls over the impairment
periodically assesses whether there are any impairment assessment process.
reversals. As at 31 March 2024, the net value of investments
• Assessed the indicators of impairment (including
is Rs. 27,506.23 million (net of impairment loss of Rs. 4,018.96
impairment reversal) in investments based on
million).
consideration of external and internal factors affecting
The Company estimates the recoverable value of its the value and performance of investments.
investments in subsidiaries where impairment risk is
• Obtained management assessment of recoverable
identified. The recoverable amount of the investments
amount of investments where indicator of impairment
determined based on value in use, has been derived from
(including impairment reversal) is identified and
discounted cash flow model. To assess the recoverable value,
performed the following procedures:
management is required to make significant estimates and
assumptions related to forecast of future revenue, operating a. Obtained an understanding of the Company’s
margins, exit multiple and discount rates. process for projecting the future cash flows for
determining the recoverable amount of investments.
Consequent to such impairment assessment, the Company
has recorded an impairment reversal of Rs. 990.74 million b. Evaluated the key market related assumptions such
against such investments in the current year. as discount rate and exit multiple with assistance of
our internal valuation specialist. We also performed
In view of the significance of these investments and
sensitivity analysis over these assumptions.
involvement of judgements and estimates, in impairment
assessment, this area has been identified as a key audit c. 
Assessed the reliability of cash flow forecasts
matter. through a retrospective review of actual
performance in comparison to budgets.
d. Evaluated the reasonableness of the assumptions
used in the cash flow forecasts. To consider
forecasting risk we also performed sensitivity
analysis over these assumptions.
• Evaluated the adequacy of the disclosures made in the
standalone financial statements in accordance with the
applicable accounting standards.

SAMHI HOTELS LIMITED 163


INDEPENDENT AUDITOR’S REPORT (Contd.)

REVENUE RECOGNITION

See Note 28 to the standalone financial statements


The key audit matter How the matter was addressed in our audit
The Company is principally engaged in the business of owning Our audit procedures included:
hotels. It’s revenue comprises hotel revenue (including room • Tested the design, implementation and operating
revenue, food and beverage revenue and revenue from effectiveness of the key controls of the revenue
recreation and other services). recognition process.
The accounting policies for different revenue streams are set • Tested the Company’s revenue recognition accounting
out in Note 2.11 to the standalone financial statements. policies are consistent with the applicable accounting
Revenue is a key performance indicator of the Company and standards.
there is risk of overstatement of revenue due to fraud resulting • Using statistical sampling basis, tested the revenue
from pressure to achieve targets and earnings expectations. transactions recorded during the year (including year-
Considering the above, we have identified revenue recognition end cut off testing) with the underlying documents
as a key audit matter. such as invoices, bank collections and other relevant
documents, as applicable.
• Tested the journal entries relating to revenue recognised
during the year based on specified risk-based criteria, to
identify unusual or irregular items.
• Evaluated the adequacy of disclosures relating to the
revenue recognition made in the standalone financial
statements in accordance with the applicable accounting
standards.

OTHER INFORMATION profit/ loss and other comprehensive income, changes in


The Company’s Management and Board of Directors are equity and cash flows of the Company in accordance with the
responsible for the other information. The other information accounting principles generally accepted in India, including
comprises the information included in the Company's the Indian Accounting Standards (Ind AS) specified under
annual report, but does not include the financial statements Section 133 of the Act. This responsibility also includes
and auditor’s report thereon. The Company's annual report maintenance of adequate accounting records in accordance
is expected to be made available to us after the date of this with the provisions of the Act for safeguarding of the assets
auditor’s report. of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
Our opinion on the standalone financial statements does not
accounting policies; making judgments and estimates that
cover the other information and we will not express any form
are reasonable and prudent; and design, implementation
of assurance conclusion thereon.
and maintenance of adequate internal financial controls,
In connection with our audit of the standalone financial that were operating effectively for ensuring the accuracy
statements, our responsibility is to read the other information and completeness of the accounting records, relevant to
identified above when it becomes available and, in doing the preparation and presentation of the standalone financial
so, consider whether the other information is materially statements that give a true and fair view and are free from
inconsistent with the standalone financial statements or our material misstatement, whether due to fraud or error.
knowledge obtained in the audit, or otherwise appears to be
In preparing the standalone financial statements, the
materially misstated.
Management and Board of Directors are responsible for
MANAGEMENT'S AND BOARD OF DIRECTORS' assessing the Company’s ability to continue as a going
RESPONSIBILITIES FOR THE STANDALONE FINANCIAL concern, disclosing, as applicable, matters related to going
STATEMENTS concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate
The Company’s Management and Board of Directors are
the Company or to cease operations, or has no realistic
responsible for the matters stated in Section 134(5) of the Act
alternative but to do so.
with respect to the preparation of these standalone financial
statements that give a true and fair view of the state of affairs, The Board of Directors is also responsible for overseeing the
Company’s financial reporting process.

164 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

INDEPENDENT AUDITOR’S REPORT (Contd.)

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE audit evidence obtained up to the date of our auditor’s
STANDALONE FINANCIAL STATEMENTS report. However, future events or conditions may cause
Our objectives are to obtain reasonable assurance about the Company to cease to continue as a going concern.
whether the standalone financial statements as a whole • Evaluate the overall presentation, structure and content
are free from material misstatement, whether due to fraud of the standalone financial statements, including the
or error, and to issue an auditor’s report that includes our disclosures, and whether the standalone financial
opinion. Reasonable assurance is a high level of assurance, statements represent the underlying transactions and
but is not a guarantee that an audit conducted in accordance events in a manner that achieves fair presentation.
with SAs will always detect a material misstatement when it We communicate with those charged with governance
exists. Misstatements can arise from fraud or error and are regarding, among other matters, the planned scope and
considered material if, individually or in the aggregate, they timing of the audit and significant audit findings, including
could reasonably be expected to influence the economic any significant deficiencies in internal control that we identify
decisions of users taken on the basis of these standalone during our audit.
financial statements.
We also provide those charged with governance with a
As part of an audit in accordance with SAs, we exercise statement that we have complied with relevant ethical
professional judgment and maintain professional skepticism requirements regarding independence, and to communicate
throughout the audit. We also: with them all relationships and other matters that may
• Identify and assess the risks of material misstatement reasonably be thought to bear on our independence, and
of the standalone financial statements, whether due where applicable, related safeguards.
to fraud or error, design and perform audit procedures From the matters communicated with those charged with
responsive to those risks, and obtain audit evidence governance, we determine those matters that were of
that is sufficient and appropriate to provide a basis most significance in the audit of the standalone financial
for our opinion. The risk of not detecting a material statements of the current period and are therefore the key
misstatement resulting from fraud is higher than for audit matters. We describe these matters in our auditor’s
one resulting from error, as fraud may involve collusion, report unless law or regulation precludes public disclosure
forgery, intentional omissions, misrepresentations, or about the matter or when, in extremely rare circumstances,
the override of internal control. we determine that a matter should not be communicated
• Obtain an understanding of internal control relevant to in our report because the adverse consequences of doing
the audit in order to design audit procedures that are so would reasonably be expected to outweigh the public
appropriate in the circumstances. Under Section 143(3) interest benefits of such communication.
(i) of the Act, we are also responsible for expressing Report on Other Legal and Regulatory Requirements
our opinion on whether the company has adequate
1. As required by the Companies (Auditor’s Report) Order,
internal financial controls with reference to financial
2020 (“the Order”) issued by the Central Government of
statements in place and the operating effectiveness of
India in terms of Section 143(11) of the Act, we give in
such controls.
the “Annexure A” a statement on the matters specified in
• Evaluate the appropriateness of accounting policies paragraphs 3 and 4 of the Order, to the extent applicable.
used and the reasonableness of accounting estimates
2 A. As required by Section 143(3) of the Act, we report that:
and related disclosures made by the Management and
Board of Directors. a. We have sought and obtained all the information
and explanations which to the best of our
• Conclude on the appropriateness of the Management
knowledge and belief were necessary for the
and Board of Directors use of the going concern basis
purposes of our audit.
of accounting in preparation of standalone financial
statements and, based on the audit evidence obtained, b. In our opinion, proper books of account as required
whether a material uncertainty exists related to events by law have been kept by the Company so far as
or conditions that may cast significant doubt on the it appears from our examination of those books,
Company’s ability to continue as a going concern. If except for the following:
we conclude that a material uncertainty exists, we (i) the back-up of accounting softwares used
are required to draw attention in our auditor’s report for maintaining general ledger, food and
to the related disclosures in the standalone financial beverage revenue records, payroll records
statements or, if such disclosures are inadequate, to and procure to pay records which forms part
modify our opinion. Our conclusions are based on the of the ‘books of account and other relevant

SAMHI HOTELS LIMITED 165


INDEPENDENT AUDITOR’S REPORT (Contd.)

books and papers in electronic mode’ have b. The Company did not have any long-term
not been kept on servers physically located contracts including derivative contracts for which
in India on a daily basis. there were any material foreseeable losses.
(ii) the back-up of one of the accounting c. There were no amounts which were required
software used for maintaining general ledger to be transferred to the Investor Education and
which forms part of the ‘books of account Protection Fund by the Company.
and other relevant books and papers in d. (i) The management has represented that, to
electronic mode’ has not been kept on server the best of their knowledge and belief, as
physically located in India on a daily basis disclosed in the Note 50(v) to the standalone
during 1 April 2023 till 29 June 2023; and financial statements, no funds have been
(iii) for the matters stated in the paragraph 2B(f) advanced or loaned or invested (either
below on reporting under Rule 11(g) of the from borrowed funds or share premium
Companies (Audit and Auditors) Rules, 2014. or any other sources or kind of funds) by
c. 
The standalone balance sheet, the standalone the Company to or in any other person(s)
statement of profit and loss (including other or entity(ies), including foreign entities
comprehensive income), the standalone (“Intermediaries”), with the understanding,
statement of changes in equity and the standalone whether recorded in writing or otherwise,
statement of cash flows dealt with by this Report that the Intermediary shall directly or
are in agreement with the books of account. indirectly lend or invest in other persons or
entities identified in any manner whatsoever
d. In our opinion, the aforesaid standalone financial
by or on behalf of the Company (“Ultimate
statements comply with the Ind AS specified
Beneficiaries”) or provide any guarantee,
under Section 133 of the Act.
security or the like on behalf of the Ultimate
e. 
On the basis of the written representations Beneficiaries.
received from the directors as on 15 April 2024
(ii) The management has represented that, to
to 19 April 2024 taken on record by the Board
the best of their knowledge and belief, as
of Directors, none of the directors is disqualified
disclosed in the Note 50(vi) to the standalone
as on 31 March 2024 from being appointed as a
financial statements, no funds have been
director in terms of Section 164(2) of the Act.
received by the Company from any person(s)
f. the qualifications relating to the maintenance of or entity(ies), including foreign entities
accounts and other matters connected therewith (“Funding Parties”), with the understanding,
are as stated in the paragraph 2A(b) above on whether recorded in writing or otherwise, that
reporting under Section 143(3)(b) of the Act and the Company shall directly or indirectly, lend
paragraph 2B(f) below on reporting under Rule or invest in other persons or entities identified
11(g) of the Companies (Audit and Auditors) in any manner whatsoever by or on behalf of
Rules, 2014. the Funding Parties (“Ultimate Beneficiaries”)
g. With respect to the adequacy of the internal or provide any guarantee, security or the like
financial controls with reference to financial on behalf of the Ultimate Beneficiaries.
statements of the Company and the operating (iii) Based on the audit procedures performed
effectiveness of such controls, refer to our that have been considered reasonable and
separate Report in “Annexure B”. appropriate in the circumstances, nothing
B. With respect to the other matters to be included in has come to our notice that has caused us to
the Auditor’s Report in accordance with Rule 11 of believe that the representations under sub-
the Companies (Audit and Auditors) Rules, 2014, in clause (i) and (ii) of Rule 11(e), as provided
our opinion and to the best of our information and under (i) and (ii) above, contain any material
according to the explanations given to us: misstatement.
a. The Company has disclosed the impact of pending e. The Company has neither declared nor paid any
litigations as at 31 March 2024 on its financial dividend during the year.
position in its standalone financial statements f. Based on our examination which included test
- Refer Note 37(b) to the standalone financial checks, except for the instances mentioned below,
statements. the Company has used accounting softwares for

166 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

INDEPENDENT AUDITOR’S REPORT (Contd.)

maintaining its books of account which have a Further, for the periods where audit trail (edit log)
feature of recording audit trail (edit log) facility and facility was enabled and operated for the respective
the same has operated throughout the year for all accounting softwares, we did not come across any
relevant transactions recorded in the respective instance of the audit trail feature being tampered with
softwares: except that in case of one of the accounting software
i. In the absence of sufficient and appropriate used for maintaining general ledger, due to limitations
reporting on compliance with the audit trail in the system configuration, we are unable to comment
requirements in the respective independent whether there were any instances of the audit trail
auditor's reports of service organisations feature being tampered with.
available for part of the year and in the C. With respect to the matter to be included in the Auditor’s
absence of the independent auditor's reports Report under Section 197(16) of the Act:
of service organisations for the balance In our opinion and according to the information and
period, for accounting softwares used for explanations given to us, the remuneration paid by
maintaining the books of account relating to the Company to its directors during the current year
general ledger, food and beverage revenue, is in accordance with the provisions of Section 197 of
payroll and procure to pay process, which the Act. The remuneration paid to any director is not
are operated by third-party software service in excess of the limit laid down under Section 197 of
providers, we are unable to comment whether the Act. The Ministry of Corporate Affairs has not
audit trail feature for the said softwares was prescribed other details under Section 197(16) of the
enabled and operated throughout the year Act which are required to be commented upon by us.
for all relevant transactions, recorded in the
respective softwares.
ii. The feature of recording audit trail (edit log)
facility was not enabled at the database
level to log any direct data changes for the For B S R & Co. LLP
accounting software used for maintaining Chartered Accountants
the books of account relating to revenue Firm’s Registration No.:101248W/W-100022
process.
iii. The feature of recording audit trail (edit log) Rahul Nayar
facility was not enabled for the accounting Partner
software used for maintaining the books of Place: Gurugram Membership No.: 508605
account relating to general ledger. Date: 29 May 2024 ICAI UDIN:24508605BKGUMR903

SAMHI HOTELS LIMITED 167


ANNEXURE A to the Independent Auditor’s Report on the Standalone Financial Statements of SAMHI Hotels
Limited for the year ended 31 March 2024

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and
situation of Property, Plant and Equipment.
(B) The Company has maintained proper records showing full particulars of intangible assets.
(i) (b) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has a regular programme of physical verification of its Property, Plant and Equipment by
which all property, plant and equipment are verified in a phased manner over a period of 3 years. In accordance with
this programme, certain property, plant and equipment were verified during the year. In our opinion, this periodicity
of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No
discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the title deeds of immovable property disclosed in the standalone financial statements are not held in the
name of the Company, details of which are as follows:

Relevent item Descripti on of Gross Held in the Whether Period held- Reason for
in the balance property carrying name of promoter, indicate not being held
sheet value (Rs. director or range, where in thename of
in million) their relative or appropriate the Company
employee
Property, 4th Block, 548.00 SAMHI No April 2012 Refer Note
plantand Municipal No.1/2, Hotels 51 to the
equipment 59th ‘C’ Cross, Private standalone
-Freehold land 4th ‘M’ Block, Limited financial
Rajajinagar, statements
Bangalore.
Property, plant S.Nos. 153/5, 235.10 SAMHI No November Refer Note
and equipment 153/6, 153/7 and Hotels 2011 51 to the
-Freehold land 153/8, Mambakkam Private standalone
Village, Limited financial
Sriperumbudur statements
Taluk, Kanchipur
amdistrict, Chennai
Right of use District center 322.13 Premier No February 2011 Refer Note
assets (Land) crossing, Inn India 51 to the
outer ring road, Private standalone
opposite Galaxy Limited financial
Toyota Haiderpur, statements
Shalimar Bagh,
New Delhi 110 088
The original title deeds are under lien with bank and financial institution for the loan facilities availed by the Company.
Therefore, we could not verify those title deeds and have not received independent confirmation from bank and
financial institution.
(d) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or
intangible assets or both during the year.
(e) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, there are no proceedings initiated or pending against the Company for holding any benami property under
the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.
(ii) (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of
such verification is reasonable and procedures and coverage as followed by management were appropriate. No
discrepancies were noticed on verification between the physical stocks and the book records that were more than
10% in the aggregate of each class of inventory.

168 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT ON THE STANDALONE FINANCIAL


STATEMENTS OF SAMHI HOTELS LIMITED FOR THE YEAR ENDED 31 MARCH 2024 (Contd.)

(b) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from
bank on the basis of security of current assets. As informed to us and as per the terms of sanction letter of such
limits, there is no requirement on the company to submit quarterly returns or statement with such bank.
(iii) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has not granted any advances in nature of loans to companies, firms, limited liability partnerships
or any other parties during the year. The Company has provided security, guarantee, made investments and has granted
unsecured loans to companies and key managerial personnel during the year in respect of which the requisite information
is as below. The Company has not provided any security or guarantee, made investments and granted any loans, secured
or unsecured, to firms, limited liablity partnerships or other parties during the year.
(a) Based on the audit procedures carried on by us and as per the information and explanations given to us the Company
has provided loans, guarantee, securities to entities as below:

Particulars Security Guarantee Loans


(Rs. in million) (Rs. in million) (Rs. in million)
Aggregate amount during the year
Subsidiaries 1,876.00 6,070.00 7,237.73#
Others (key managerial personnel) - - 20.56
Balance outstanding as at balance sheet date
Subsidiaries 5,587.39 10,470.00 12,092.14
Others (key managerial personnel and other employees) - - 67.02
*As per the Companies Act, 2013
# includes Rs. 6,278.73 million disclosed as deemed investment in the standalone financial statements.
(b) According to the information and explanations given to us and based on the audit procedures conducted by us, in
our opinion the investments made, guarantees provided, security given during the year and the terms and conditions
of the grant of loans and guarantees provided during the year are, prima facie, not prejudicial to the interest of
the Company. Further, the Company has not given any advance in the nature of loan to any party during the year.
Interest free loans granted, securities given and guarantees provided are only to protect its investments in subsidiary
companies and accordingly are not prejudicial to the interest of the Company.
(c) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, in the case of loans given, in our opinion the repayment of principal and payment of interest has
been stipulated and the repayments or receipts have been regular except for the following cases where there is no
stipulation of schedule of repayment of principal and accordingly we are unable to comment on the regularity of
repayment of principal.
Name of the entity Nominal amount as Remarks
on 31 March 2024
(Rs. in Million)
SAMHI Hotels (Gurgaon) Private Limited 591.67 There is no stipulation of schedule of repayment of
principal.
CASPIA Hotels Private Limited 3,132.47 There is no stipulation of schedule of repayment of
principal.
Ascent Hotels Private Limited 4,106.46 There is no stipulation of schedule of repayment of
principal.
Barque Hotels Private Limited 3,189.82 There is no stipulation of schedule of repayment of
principal.
Argon Hotels Private Limited 1,067.97 There is no stipulation of schedule of repayment of
principal.
Samhi Hotels (Ahmedabad) Private 3.75 There is no stipulation of schedule of repayment of
Limited principal.
Further, the Company has not given any advances in the nature of loan to any party during the year.

SAMHI HOTELS LIMITED 169


ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT ON THE STANDALONE FINANCIAL
STATEMENTS OF SAMHI HOTELS LIMITED FOR THE YEAR ENDED 31 MARCH 2024 (Contd.)

(d) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, in case of interest free loans granted amounting to Rs. 12,092.14 million (balance as at 31 March 2024)
to various subsidiaries (details provided below), the schedule for repayment of principal has not been stipulated and
accordingly we are unable to comment on the amount overdue for more than ninety days.
Name of the entity Nominal amount as Remarks
on 31 March 2024
(Rs. in Million)
SAMHI Hotels (Gurgaon) Private Limited 591.67 There is no stipulation of repayment of principal.
CASPIA Hotels Private Limited 3,132.47 There is no stipulation of repayment of principal.
Ascent Hotels Private Limited 4,106.46 There is no stipulation of repayment of principal.
Barque Hotels Private Limited 3,189.82 There is no stipulation of repayment of principal.
Argon Hotels Private Limited 1,067.97 There is no stipulation of repayment of principal.
Samhi Hotels (Ahmedabad) Private Limited 3.75 There is no stipulation of repayment of principal.
(e) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, in our opinion, following instances of loans falling due during the year were renewed or extended or fresh
loans granted to settle the overdues of existing loans given to same party:

Name of the party Aggregate amount Aggregate overdue Percentage of the


of loans or advances amount settled by aggregate to the total
in the nature of loan renewal or extension or loans or advances in
granted during the year by fresh loans granted the nature of loans
(Rs. in million) to same parties granted during the year
(Rs. in million)
Mr. Ashish Jakhanwala (Chairman, 20.56 20.56 100%
Managing Director and CEO)
(f) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, in our opinion the Company has not granted any loans or advances in the nature of loans either repayable
on demand or without specifying any terms or period of repayment except for the following loans to its related parties
as defined in Clause (76) of Section 2 of the Companies Act, 2013 (“the Act”):.

Particulars Related Parties


(Rs. in million)
Aggregate of loans
- Repayable on demand (A) Nil
- Agreement does not specify any terms or period of repayment (B) 6,278.73
Total (A+B) 6,278.73
Percentage of loans to the total loans 51.92%
(iv) According to the information and explanations given to us and on the basis of our examination of records of the Company,
in respect of investments made and loans, guarantees and security given by the Company, in our opinion the provisions of
Section 185 and 186 of the Companies Act, 2013 (“the Act”) have been complied with to the extent applicable.
(v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Accordingly,
clause 3(v) of the Order is not applicable.
(vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance
of cost records under Section 148(1) of the Act for the services rendered by the company. Accordingly, clause 3(vi) of the
Order is not applicable.
(vii) (a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax during the year since effective
1 July 2017, these statutory dues has been subsumed into GST.
According to the information and explanations given to us and on the basis of our examination of the records of the
Company, in our opinion amounts deducted / accrued in the books of account in respect of undisputed statutory
dues including Value Added Tax, Provident Fund, Employees State Insurance, Goods and Service tax, Income-Tax,
Cess or other statutory dues have generally been regularly deposited with the appropriate authorities, though there

170 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT ON THE STANDALONE FINANCIAL


STATEMENTS OF SAMHI HOTELS LIMITED FOR THE YEAR ENDED 31 MARCH 2024 (Contd.)

have been slight delays in a few cases of Goods and Service tax and Employees State Insuarance. Further, in respect
of tax deducted at source, the Company has been irregular in depositing the sum due throughout the year and the
amount involved is Rs. 31.40 million.
As explained to us, the Company did not have any dues on account of Duty of Customs.
According to the information and explanations given to us and on the basis of our examination of the records of the
Company, no undisputed amounts payable in respect of Goods and Service Tax, Provident Fund, Employees State
Insurance, Income-Tax, Value Added Tax, or Cess or other statutory dues were in arrears as at 31 March 2024 for a
period of more than six months from the date they became payable, except as mentioned below:

Name of the statute Nature of the Amount Period to which Due date Date of
statutory dues (Rs. in Million) the amount payment
relates
The Employees’ Provident fund 0.14 March 2019 15 April 2019 Not yet paid
Provident Funds (Additional liability
And Miscellaneous due to Supreme
Provisions Act, 1952 Court Judgement)
(b) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, statutory dues relating to Goods and Service Tax, Value added Tax, Provident Fund, Employees State
Insurance, Income-Tax, or Cess or other statutory dues which have not been deposited on account of any dispute are
as follows:

Name of the statute Nature of the dues Amount Period to which the Forum where
(Rs. in Million) amount relates dispute is pending
Income Tax Act,1961 Addition to the 18.13 FY 2015-16 Commissioner
taxable income of Income Tax
(Appeals)
(viii) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books
of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.
(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has not defaulted in repayment of loans and borrowing or in the payment of interest thereon
to any lender.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has not been declared a wilful defaulter by any bank or financial institution or government or
government authority.
(c) In our opinion and according to the information and explanations given to us by the management, term loans were
applied for the purpose for which the loans were obtained.
(d) According to the information and explanations given to us and on an overall examination of the balance sheet of
the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the
Company.

SAMHI HOTELS LIMITED 171


ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT ON THE STANDALONE FINANCIAL
STATEMENTS OF SAMHI HOTELS LIMITED FOR THE YEAR ENDED 31 MARCH 2024 (Contd.)

(e) According to the information and explanations given to us and on an overall examination of the standalone financial
statements of the Company, we report that the Company has taken funds from following entities and persons on
account of or to meet the obligations of its subsidiaries (as defined under the Act) as per details below:

Nature of fund taken Name of lender Amount Name of the relevant Relationship Nature of
involved subsidiary transaction for
(Rs. in which funds
million) utilised #

Proceeds from intial Not applicable 169.00 Argon Hotels Private Subsidiary
public offer Limited

Proceeds from intial Not applicable 2,364.09 Ascent Hotels Private Subsidiary
public offer Limited

Term loan STCI Finance 137.49 Ascent Hotels Private Subsidiary


Limited Limited
Funds have
Term loan STCI Finance 25.50 SAMHI Hotels (Ahmedabad) Subsidiary been utlised for
Limited Private Limited pre-payment/
Proceeds from intial Not applicable 713.00 Barque Hotels Private Subsidiary repayment
public offer Limited of certain
borrowings.
Proceeds from intial Not applicable 780.70 CASPIA Hotels Private Subsidiary
public offer Limited

Proceeds from intial Not applicable 82.13 SAMHI Hotels (Ahmedabad) Subsidiary
public offer Private Limited

Proceeds from intial Not applicable 278.00 SAMHI Hotels (Gurgaon) Subsidiary
public offer Private Limited
# As explained to us by the management, it is not possible to establish a one-to-one relationship between funds
obtained/ borrowed and loans granted to subsidiaries by the Company during the year.
The Company does not have any joint venture or associates.
(f) According to the information and explanations given to us and procedures performed by us, we report that the Company
has not raised loans during the year on the pledge of securities held in its subsidiaries (as defined under the Act).
(x) (a) In our opinion and according to information and explanations given by the management and audit procedures
performed by us, monies raised by the Company by way of initial public offer were applied for the purpose for which
they were raised. The amount of unutilized proceeds as at 31 March 2024 amounted to Rs. 49.67 million. Also, refer
Note 54 of the standalone financial statements of the Company.
(b) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, during the current year, the Company has made private placement of equity shares for acquisition of
securities of Duet India Hotels (Pune) Private Limited, Duet India Hotels (Ahmedabad) Private Limited, Duet India
Hotels (Chennai) Private Limited, Duet India Hotels (Chennai OMR) Private Limited, Duet India Hotels (Hyderabad)
Private Limited, Duet India Hotels (Bangalore) Private Limited, Duet India Hotels (Jaipur) Private Limited, Duet India
Hotels (Navi Mumbai) Private Limited and ACIC Advisory Private Limited (collectively referred as “ACIC Portfolio”). For
such allotment of equity shares, the Company has complied with the requirements of Section 42 of the Companies
Act, 2013. Since no money has been received against the private placement of equity shares issued during the year,
the question of reporting on utilization of funds does not arise. The Company has not made any preferential allotment
or private placement of (fully or partly or optionally) convertible debentures during the year. Also, refer Note 57 of the
standalone financial statements of the Company.
(xi) (a) Based on examination of the books and records of the Company and according to the information and explanations
given to us, no fraud by the Company or on the Company has been noticed or reported during the course of the audit.
(b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the
Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors)
Rules, 2014 with the Central Government.

172 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT ON THE STANDALONE FINANCIAL


STATEMENTS OF SAMHI HOTELS LIMITED FOR THE YEAR ENDED 31 MARCH 2024 (Contd.)

(c) As represented to us by the management, there is not applicable.


are no whistle blower complaints received by the (xix) We draw attention to Note 48 to the standalone
Company during the year. financial statements which explains that the Company
(xii) According to the information and explanations given to has incurred losses in current year and previous year
us, the Company is not a Nidhi Company. Accordingly, and has accumulated losses as at 31 March 2024.
clause 3(xii) of the Order is not applicable. Further, it explains the management’s assessment
(xiii) In our opinion and according to the information and of going concern assumption and its assertion that
explanations given to us, the transactions with related based on best estimates made by it, the Company will
parties are in compliance with Section 177 and 188 continue as a going concern i.e. continue its operations
of the Act, where applicable, and the details of the and will be able to discharge its liabilities and realise its
related party transactions have been disclosed in the assets, for the foreseeable future.
standalone financial statements as required by the On the basis of the above and according to the
applicable accounting standards. information and explanations given to us, on the basis
(xiv) (a) Based on information and explanations provided of the financial ratios, ageing and expected dates of
to us and our audit procedures, in our opinion, realisation of financial assets and payment of financial
the Company has an internal audit system liabilities, our knowledge of the Board of Directors and
commensurate with the size and nature of its management plans and based on our examination of
business. the evidence supporting the assumptions, nothing has
(b) The internal audit of the Company for the period come to our attention, which causes us to believe that
under audit is currently under progress. Hence, the any material uncertainty exists as on the date of the
internal audit reports could not be considered by us. audit report that the Company is not capable of meeting
its liabilities existing at the date of balance sheet as and
(xv) In our opinion and according to the information and
when they fall due within a period of one year from the
explanations given to us, the Company has not entered
balance sheet date. We, however, state that this is not
into any non-cash transactions with its directors
an assurance as to the future viability of the Company.
or persons connected to its directors and hence,
We further state that our reporting is based on the facts
provisions of Section 192 of the Act are not applicable
up to the date of the audit report and we neither give
to the Company.
any guarantee nor any assurance that all liabilities
(xvi) (a) The Company is not required to be registered falling due within a period of one year from the balance
under Section 45-IA of the Reserve Bank of India sheet date, will get discharged by the Company as and
Act, 1934. Accordingly, clause 3(xvi)(a) of the when they fall due.
Order is not applicable.
Also refer to the Other Information paragraph of
(b) The Company is not required to be registered our main audit report which explains that the other
under Section 45-IA of the Reserve Bank of India information comprising the information included in
Act, 1934. Accordingly, clause 3(xvi)(b) of the annual report is expected to be made available to us
Order is not applicable. after the date of this auditor’s report.
(c) The Company is not a Core Investment Company (xx) The requirements as stipulated by the provisions
(CIC) as defined in the regulations made by the of Section 135 are not applicable to the Company.
Reserve Bank of India. Accordingly, clause 3(xvi) Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order
(c) of the Order is not applicable. are not applicable.
(d) The Company is not part of any group (as per the
provisions of the Core Investment Companies
For B S R & Co. LLP
(Reserve Bank) Directions, 2016 as amended).
Chartered Accountants
Accordingly, the requirements of clause 3(xvi)(d)
Firm’s Registration No.:101248W/W-100022
are not applicable.
(xvii) The Company has incurred cash losses of Rs. 1,177.47
million in the current financial year and Rs. 756.91 Rahul Nayar
million in the immediately preceding financial year. Partner
(xviii) There has been no resignation of the statutory auditors Place: Gurugram Membership No.: 508605
during the year. Accordingly, clause 3(xviii) of the Order Date: 29 May 2024 ICAI UDIN:24508605BKGUMR903

SAMHI HOTELS LIMITED 173


ANNEXURE B to the Independent Auditor’s Report on the standalone financial statements of SAMHI Hotels
Limited for the year ended 31 March 2024

REPORT ON THE INTERNAL FINANCIAL CONTROLS A ‘material weakness’ is a deficiency, or a combination of


WITH REFERENCE TO THE AFORESAID STANDALONE deficiencies, in internal financial control with reference
FINANCIAL STATEMENTS UNDER CLAUSE (I) OF SUB- to financial statements, such that there is a reasonable
SECTION 3 OF SECTION 143 OF THE ACT possibility that a material misstatement of the company’s
(Referred to in paragraph 2(A)(g) under ‘Report on Other annual or interim financial statements will not be prevented
Legal and Regulatory Requirements’ section of our report or detected on a timely basis.
of even date)
MANAGEMENT’S AND BOARD OF DIRECTORS’
RESPONSIBILITIES FOR INTERNAL FINANCIAL
QUALIFIED OPINION
CONTROLS
We have audited the internal financial controls with reference
The Company’s Management and the Board of Directors
to financial statements of SAMHI Hotels Limited (“the
are responsible for establishing and maintaining internal
Company”) as of 31 March 2024 in conjunction with our
financial controls based on the internal financial controls with
audit of the standalone financial statements of the Company
reference to financial statements criteria established by the
for the year ended on that date.
Company considering the essential components of internal
In our opinion, the Company has maintained, in all material control stated in the Guidance Note. These responsibilities
respects, adequate internal financial controls with reference include the design, implementation and maintenance of
to standalone financial statements as at 31 March 2024, adequate internal financial controls that were operating
based on the internal financial controls with reference to effectively for ensuring the orderly and efficient conduct of
financial statements criteria established by the Company its business, including adherence to company’s policies, the
considering the essential components of internal control safeguarding of its assets, the prevention and detection of
stated in the Guidance Note on Audit of Internal Financial frauds and errors, the accuracy and completeness of the
Controls Over Financial Reporting issued by the Institute of accounting records, and the timely preparation of reliable
Chartered Accountants of India (the “Guidance Note”) and financial information, as required under the Act.
except for the possible effects of the material weakness
described in “Basis for Qualified Opinion” section of our AUDITOR’S RESPONSIBILITY
report below, on the achievement of the objectives of the Our responsibility is to express an opinion on the Company’s
control criteria, the Company’s internal financial controls internal financial controls with reference to financial
with reference to financial statements were operating statements based on our audit. We conducted our audit in
effectively as of 31 March 2024. accordance with the Guidance Note and the Standards on
We have considered the material weakness identified Auditing, prescribed under Section 143(10) of the Act, to the
and reported below in determining the nature, timing, and extent applicable to an audit of internal financial controls
extent of audit tests applied in our audit of 31 March 2024 with reference to financial statements. Those Standards
standalone financial statements of the Company, and and the Guidance Note require that we comply with ethical
the material weakness do not affect our opinion on the requirements and plan and perform the audit to obtain
standalone financial statements of the Company. reasonable assurance about whether adequate internal
financial controls with reference to financial statements
BASIS FOR QUALIFIED OPINION were established and maintained and if such controls
According to the information and explanations given to us operated effectively in all material respects.
and based on our audit, the following material weakness Our audit involves performing procedures to obtain audit
has been identified in the operating effectiveness of the evidence about the adequacy of the internal financial
Company’s internal controls with reference to financial controls with reference to financial statements and their
statements as at 31 March 2024: operating effectiveness. Our audit of internal financial
The Company’s internal financial controls with reference controls with reference to financial statements included
to financial statements in respect of General Information obtaining an understanding of internal financial controls with
Technology Controls (GITCs) and automated Information reference to financial statements, assessing the risk that
Technology Application Controls over the Company’s Opera a material weakness exists, and testing and evaluating the
application software were not operating effectively as at 31 design and operating effectiveness of internal control based
March 2024. This could potentially result in understatement / on the assessed risk. The procedures selected depend on
overstatement of revenue from operations in the Company’s the auditor’s judgement, including the assessment of the
standalone financial statements. risks of material misstatement of the standalone financial
statements, whether due to fraud or error.

174 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT ON THE STANDALONE FINANCIAL


STATEMENTS OF SAMHI HOTELS LIMITED FOR THE YEAR ENDED 31 MARCH 2024 (Contd.)

We believe that the audit evidence we have obtained is use, or disposition of the company’s assets that could have
sufficient and appropriate to provide a basis for our qualified a material effect on the standalone financial statements.
opinion on the Company’s internal financial controls with
reference to financial statements. INHERENT LIMITATIONS OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO FINANCIAL
MEANING OF INTERNAL FINANCIAL CONTROLS WITH STATEMENTS
REFERENCE TO FINANCIAL STATEMENTS Because of the inherent limitations of internal financial
A company’s internal financial controls with reference controls with reference to financial statements, including the
to financial statements is a process designed to provide possibility of collusion or improper management override
reasonable assurance regarding the reliability of financial of controls, material misstatements due to error or fraud
reporting and the preparation of standalone financial may occur and not be detected. Also, projections of any
statements for external purposes in accordance with evaluation of the internal financial controls with reference to
generally accepted accounting principles. A company’s financial statements to future periods are subject to the risk
internal financial controls with reference to financial that the internal financial controls with reference to financial
statements include those policies and procedures that (1) statements may become inadequate because of changes in
pertain to the maintenance of records that, in reasonable conditions, or that the degree of compliance with the policies
detail, accurately and fairly reflect the transactions and or procedures may deteriorate.
dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as For B S R & Co. LLP
necessary to permit preparation of standalone financial Chartered Accountants
statements in accordance with generally accepted Firm’s Registration No.:101248W/W-100022
accounting principles, and that receipts and expenditures
of the company are being made only in accordance Rahul Nayar
with authorisations of management and directors of the Partner
company; and (3) provide reasonable assurance regarding Place: Gurugram Membership No.: 508605
prevention or timely detection of unauthorised acquisition, Date: 29 May 2024 ICAI UDIN:24508605BKGUMR903

SAMHI HOTELS LIMITED 175


STANDALONE BALANCE SHEET
AS AT MARCH 31, 2024
(All amounts in ` mn, unless otherwise stated)
Note As at As at
March 31, 2024 March 31, 2023
ASSETS
Non-current assets
Property, plant and equipment 3 1,888.44 1,914.18
Right-of-use assets 3 349.16 369.01
Other intangible assets 4 6.63 5.55
Financial assets
Investment in subsidiaries 5 27,506.23 13,212.65
Loans 6 67.02 1,379.38
Other financial assets 7 208.15 116.77
Income tax assets 8 25.65 10.39
Other non-current assets 10 11.59 3.33
Total non-current assets 30,062.87 17,011.26
Current assets
Inventories 11 4.66 4.47
Financial assets
Trade receivables 12 651.78 295.89
Cash and cash equivalents 13 800.39 603.97
Bank balances other than cash and cash equivalents above 14 13.07 10.32
Loans 14a - 0.26
Other financial assets 15 817.97 28.38
Other current assets 16 52.62 186.67
Total current assets 2,340.49 1,129.96
TOTAL ASSETS 32,403.36 18,141.22
EQUITY AND LIABILITIES
Equity
Equity share capital 17 220.01 85.33
Other equity 18 27,951.01 8,082.17
Total equity 28,171.02 8,167.50
Liabilities
Non-current liabilities
Financial liabilities
Borrowings 19 3,382.53 5,147.71
Lease liabilities 20 28.68 45.23
Provisions 21 42.89 36.34
Total non-current liabilities 3,454.10 5,229.28
Current liabilities
Financial liabilities
Borrowings 22 246.68 4,110.14
Lease liabilities 23 16.55 16.40
Trade payables 24
- total outstanding dues of micro enterprises and small enterprises 3.53 13.82
- total outstanding dues of creditors other than micro enterprises 246.55 418.36
and small enterprises
Other financial liabilities 25 17.64 48.88
Other current liabilities 26 236.09 121.31
Provisions 27 11.20 15.53
Total current liabilities 778.24 4,744.44
TOTAL EQUITY AND LIABILITIES 32,403.36 18,141.22
The notes from Note 1 to Note 58 form an integral part of these standalone financial statements.
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

176 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

STANDALONE STATEMENT OF PROFIT AND LOSS


FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in ` mn, unless otherwise stated)

Note For the year ended For the year ended


March 31, 2024 March 31, 2023
INCOME
Revenue from operations 28 1,505.61 1,026.31
Other income 29 151.22 192.85
Total income 1,656.83 1,219.16
EXPENSES
Cost of materials consumed 30 60.98 57.46
Employee benefits expense 31 462.69 318.02
Share based payments 45 459.51 26.06
Other expenses 34 449.78 380.54
1,432.96 782.08
Earnings before finance cost, depreciation and amortization, exceptional 223.87 437.08
items and tax
Finance costs 32 1,183.07 972.11
Depreciation and amortization expense 33 92.28 96.59
1,275.35 1,068.70
Loss before exceptional items and tax (1,051.48) (631.62)
Exceptional items (gain) / loss 35 (250.47) 22.41
Loss before tax (801.01) (654.03)
Tax expense 9
Current tax - -
Deferred tax - -
Loss for the year (801.01) (654.03)
Other comprehensive income
Items that will not be reclassified to profit or loss
- Re-measurement (loss)/gain on defined benefit obligations 31 1.12 (2.33)
- Income tax relating to items mentioned above - -
Other comprehensive (loss)/income, net of tax 1.12 (2.33)
Total comprehensive loss for the year (799.89) (656.36)
Earnings/(loss) per equity share (Face value of ` 1 each):
Basic (`) 36 (5.01) (8.49)
Diluted (`) (5.01) (8.49)
The notes from Note 1 to Note 58 form an integral part of these standalone financial statements.

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

SAMHI HOTELS LIMITED 177


STANDALONE STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in ` mn, unless otherwise stated)
For the year ended For the year ended
March 31, 2024 March 31, 2023
A. Cash flows from operating activities
Loss before tax (801.01) (654.03)
Adjustments to reconcile loss before tax to net cash flows:
Depreciation and amortization expense 92.28 96.59
Finance costs 1,183.07 972.11
Interest income (59.60) (15.32)
Interest income from subsidiaries (85.54) (173.91)
Loss allowance for trade receivables - 7.85
Loss on sale of property, plant and equipment - 0.54
Loss on foreign exchange fluctuation (net) 1.12 8.20
Provision no longer required written back (3.44) (3.15)
Exceptional items (net) (250.47) -
Unwinding of discount on security deposit (0.88) (0.45)
Share based payments 459.51 26.06
Operating cash flows before movement in assets and liabilities 535.04 264.49
(Increase) in inventories (0.19) (2.28)
(Increase) in trade receivables (352.45) (86.47)
(Increase) in other financial assets (167.45) (17.57)
Decrease/(Increase) in other assets 127.94 (149.00)
Decrease/(Increase) in loans 2.75 (0.27)
(Decrease)/Increase in trade payables (183.21) 155.62
Increase/(Decrease) in other liabilities 114.78 (100.29)
Increase in provisions 3.33 14.53
(Decrease) in other financial liabilities (6.86) (17.41)
Cash generated from operations 73.68 61.35
Income taxes (paid) (net) (12.83) 21.75
Net cash generated from operating activities (A) 60.85 83.10
B. Cash flows from investing activities
Proceeds from sale of property, plant and equipment - 4.28
Purchase of property, plant and equipment and intangible assets (50.20) (17.53)
Loan provided to subsidiaries (including interest free loan) (5,716.83) (535.17)
Repayment of loan by subsidiaries (including interest free loan) 791.63 407.22
Acquisition related costs (15.01) -
Bank deposits matured 620.66 2,742.00
Bank deposits made (708.33) (2,756.45)
Interest received 116.51 27.56
Net cash used in investing activities (B) (4,961.57) (128.09)
C. Cash flows from financing activities
Proceeds from long term borrowings 44.13 1,516.60
Repayment of long term borrowings (2,643.92) (472.38)
Repayment of intercompany borrowings (187.86) -
Proceeds from intercompany borrowings 90.00 -
Lease payments (16.40) (19.91)
Interest on lease liabilities (3.09) 1.78
Proceeds from issue of equity share capital (net of expenses) (refer note 54) 11,437.11 -
Finance costs paid (3,622.83) (566.95)
Repayment of current borrowings - net - (298.55)
Net cash generated from financing activities (C) 5,097.14 160.59
Net increase in cash and cash equivalents (A + B + C) 196.42 115.60
Cash and cash equivalents at the beginning of the year 603.97 488.37
Cash and cash equivalents at the end of the year 800.39 603.97

178 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

STANDALONE STATEMENT OF CASH FLOWS


FOR THE YEAR ENDED 31 MARCH, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Notes to Standalone Statement of Cash Flows As at As at


March 31, 2024 March 31, 2023
i. Components of cash and cash equivalents
Cash on hand 1.72 0.57
Balances with banks*
- on current accounts 751.74 595.90
- on deposit accounts (with original maturity of 3 months or less) 46.93 7.50
800.39 603.97
* Includes unutilised balance of Net IPO proceeds which will be utilised as per
Company's Prospectus dated September 18, 2023 (refer note 54).
ii. Movement in financial liabilities - Borrowings including accrued interest
Opening Balance* 9,281.96 8,292.14
Changes from financing cash flows
Proceeds from long term borrowings 44.13 1,516.60
Repayment of long term borrowings (2,643.92) (472.38)
Repayment of intercompany borrowings (187.86) -
Proceeds from intercompany borrowings 90.00 -
Repayment of current borrowings - net - (298.55)
Finance costs paid (3,622.83) (566.95)
Other non cash changes
Finance cost expense 1,179.97 970.33
Loan given offset against borrowings (512.24) -
Conversion of Optionally Convertible Debentures (unsecured) to equity shares - (159.23)
(including securities premium)
Closing Balance 3,629.21 9,281.96
iii. Movement of lease liabilities is as follows: (refer note 46)
Opening balance* 61.64 25.21
Additions - 52.78
Amount recognised in the Standalone Statement of Profit and Loss as 3.09 1.78
interest expense
Payment of lease liabilities (19.50) (18.13)
Closing balance 45.23 61.64
iv. The Cash Flows from operating activities section in Standalone Statement of
Cash Flows has been prepared in accordance with the 'Indirect Method' as
set out in the Ind AS 7 "Statement of Cash Flows".
* Opening Balance for the year ended March 31, 2023 is re-presented (refer note 53)

The notes from Note 1 to Note 58 form an integral part of these standalone financial statements.

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

SAMHI HOTELS LIMITED 179


STANDALONE STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in ` mn, unless otherwise stated)
A. EQUITY SHARE CAPITAL

Particulars Number of shares Amount


As at April 01, 2022 (Re-presented) 76,270,704 76.27
Changes in equity share capital during the year 9,063,846 9.06
As at March 31, 2023 85,334,550 85.33
Changes in equity share capital during the year 134,671,945 134.68
As at March 31, 2024 220,006,495 220.01

B. OTHER EQUITY (REFER NOTE 18)

Particulars Reserves and Surplus Amalgamation Total


Securities Share Retained adjustment
premium options earnings deficit
outstanding account
account (refer note 53)

Balance as at April 01, 2022 (Re-presented) 11,006.89 76.58 (3,804.23) (233.16) 7,046.08
Equity settled share based payments - 26.06 - - 26.06
(refer note 45)
Loss for the year - - (654.03) - (654.03)
Remeasurement of defined benefit plans - - (2.33) - (2.33)
Total comprehensive income - 26.06 (656.36) - (630.30)
Additions made during the year (net of tax) 1,666.39 - - - 1,666.39
Transferred to retained earnings - (76.58) 76.58 - -
Balance as at March 31, 2023 12,673.28 26.06 (4,384.01) (233.16) 8,082.17
Equity settled share based payments - 459.51 - - 459.51
(refer note 45)
Loss for the year - - (801.01) - (801.01)
Remeasurement of defined benefit plans - - 1.12 - 1.12
Total comprehensive income - 459.51 (799.89) - (340.38)
Securities premium on issue of equity shares 20,789.09 - - - 20,789.09
(refer note 19, 54 and 57)
Transferred to securities premium on issue of 286.88 (286.88) - - -
equity shares (refer note 45)
Share issue expenses (refer note 54 and 57) (579.87) - - - (579.87)
Balance as at March 31, 2024 33,169.38 198.69 (5,183.90) (233.16) 27,951.01
The notes from Note 1 to Note 58 form an integral part of these standalone financial statements.

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

180 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in ` mn, unless otherwise stated)
1.1 Corporate information Items Measurement Basis
SAMHI Hotels Limited ( ‘the Company’) is a Company Financial assets and Fair Value
domiciled in India. The Company was incorporated liabilities i.e., derivative
in India on 28 December 2010 as per the provisions instruments
of Indian Companies Act. The Company got listed on Also refer note 48 for going concern basis of
National Stock Exchange of India Limited (NSE) and BSE accounting used by the management.
Limited (BSE) on 22 September 2023. The registered
D. Use of estimates and judgments
office of the Company is at Caspia Hotels Delhi, District
Centre Crossing, Opp. Galaxy Toyota Outer Ring Road, In preparing these standalone financial
Haiderpur, Shalimar Bagh, North West, New Delhi, India, statements, management has made judgments
110088 and the corporate office of the Company is and estimates that affect the application of
situated at 14th Floor, Building 10 C, Cyber City, Phase- Company’s accounting policies and the reported
II, Gurugram, Haryana, India, 122002. amounts of assets, liabilities, income and
expenses. Actual results may differ from these
The Company is a hotel development and investment
estimates.
company with focus on operating internationally
branded hotels across key cities in the Indian sub- Estimates and underlying assumptions are
continent. reviewed on an ongoing basis. Revisions to
estimates are recognised prospectively.
Presently, the Company has three operational hotels
under it i.e., Fairfield by Marriott- Bengaluru, Fairfield Judgements
Sriperumbudur- Chennai and Caspia- New Delhi. Information about judgements made in applying
accounting policies that have the most significant
1.2 Basis of preparation
effect on the amounts recognized in the
A. Statement of compliance standalone financial statements. is included in the
These standalone financial statements have been following note:
prepared in accordance with Indian Accounting • Leasing arrangement (determining the lease
Standards (Ind AS) as per the Companies (Indian period ) – Note 46
Accounting Standards) Rules, 2015 as amended
Assumptions and estimation uncertainties
from time to time notified under Section 133 of
Information about assumptions and estimation
the Companies Act, 2013, (‘Act’) and other relevant
uncertainties at the reporting date that have
provisions of the Act.
a significant risk of resulting in a material
The standalone financial statements are approved
adjustment to the carrying amounts of assets and
for issue by the Company’s Board of Directors on
liabilities within the next financial year is included
29 May 2024.
in the following notes:
Details of the Company’s accounting policies,
• Financial instruments - Note 40
including changes thereto, are included in Note 2
• Fair value measurement – Note 40
and Note 2A.
• Impairment test of investment in subsidiaries,
B. Functional and presentation currency
property, plant and equipment, right of
The standalone financial statements are use assets and other intangible assets:
presented in Indian Rupees (INR), which is also key assumptions underlying recoverable
the Company’s functional currency. All amounts amounts – Note 56
have been rounded to the nearest millions, unless
• Measurement of ECL allowance for trade
otherwise indicated.
receivables and other assets – Note 40
C. Basis of Measurement • Assessment of useful life and residual value
The standalone financial statements have been of property, plant and equipment and other
prepared under the historical cost basis except intangible assets – Note 2.2
for the following item, which are measured on an • Leasing arrangement (determining the
alternative basis on each reporting date. discount rate) – Note 46
• Measurement of defined benefit obligations:
Key actuarial assumptions– Note 31.

SAMHI HOTELS LIMITED 181


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

• Recognition and measurement of provisions The Company recognises transfers between


and contingencies: key assumptions about levels of the fair value hierarchy at the end of the
the likelihood and magnitude of an outflow of reporting period during which the change has
resources – Note 37 occurred.
• 
Recognition of deferred tax assets: Further information about the assumptions made
availability of future taxable profits against in measuring fair values is included in the following
which deductible temporary differences and notes:
tax losses carried forward can be utilized - • Share-based payment arrangements – Note
Note 9. 45
E. Current/ Non-current classification • Financial instruments – Note 40
Based on the time involved between the acquisition
of assets for processing and their realization 2. MATERIAL ACCOUNTING POLICIES
in cash or cash equivalents, the Company has 1) Business Combinations
identified twelve months as its operating cycle for Business Combinations (other than common
determining current and non-current classification control business combinations) are accounted for
of assets and liabilities in the balance sheet. using the purchase (acquisition) method. The cost
F. Measurement of fair values of an acquisition is measured as the fair value of
A number of the Company’s accounting policies the consideration transferred, equity instruments
and disclosures require the measurement of fair issued and liabilities incurred or assumed at the
values, for both financial and non-financial assets date of exchange. The consideration transferred
and liabilities. does not include amounts related to the settlement
of pre-existing relationships with the acquiree.

The Company has an established control
Such amounts are generally recognised in the
framework with respect to the measurement
Standalone Statement of Profit and Loss.
of fair values. This includes a finance team of
the Company that has overall responsibility for The cost of acquisition also includes the fair value
overseeing all significant fair value measurements, of any contingent consideration. Any contingent
including Level 3 fair values and reports directly to consideration is measured at fair value at the date
the Chief Financial Officer. of acquisition. If an obligation to pay contingent
consideration that meets the definition of a
Fair values are categorized into different levels in
financial instrument is classified as equity, then
a fair value hierarchy based on the inputs used in
it is not remeasured and settlement is accounted
the valuation techniques as follows:
for within equity. Otherwise, other contingent
Level 1: quoted prices (unadjusted) in active
•  consideration is remeasured at fair value at each
markets for identical assets or liabilities. reporting date and subsequent changes in the
Level 2: inputs other than quoted prices
•  fair value of the contingent consideration are
included in Level 1 that are observable for the recognised in the Standalone Statement of Profit
asset or liability, either directly (i.e. as prices) and Loss.
or indirectly (i.e. derived from prices). Identifiable assets acquired and liabilities and
Level 3: inputs for the asset or liability that
•  contingent liabilities assumed in a business
are not based on observable market data combination are measured initially at fair value at
(unobservable inputs). the date of acquisition. Transaction costs incurred
When measuring the fair value of an asset or a in connection with a business combination
liability, the Company uses observable market are expensed as incurred. The excess of the
data as far as possible. If the inputs used to consideration transferred over the fair value of
measure the fair value of an asset or a liability fall the net identifiable assets acquired is recorded
into different levels of the fair value hierarchy, then as goodwill. If those amounts are less than the
the fair value measurement is categorised in its fair value of the net identifiable assets of the
entirety in the same level of the fair value hierarchy business acquired, the difference is recognised in
as the lowest level input that is significant to the other comprehensive income and accumulated
entire measurement. in equity as capital reserve provided there is clear

182 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

evidence of the underlying reasons for classifying Items of property, plant and equipment (including
the business combination as a bargain purchase. capital-work-in-progress) are measured at cost,
If there does not exist clear evidence of the which includes capitalized borrowing cost less
underlying reasons for classifying the business accumulated depreciation and any accumulated
combination as a bargain purchase, then gain on impairment losses. Freehold land is carried at
a bargain purchase is recognised directly in equity historical cost less any accumulated impairment
as capital reserve. losses.
If a business combination is achieved in stages, Cost of an item of property, plant and equipment
then the previously held equity interest in the comprises its purchase price, including import
acquiree is re-measured at its acquisition date duties and non-refundable purchase taxes, after
fair value and the resulting gain or loss, if any, is deducting trade discounts and rebates, any
recognised in profit and loss or OCI, as appropriate. directly attributable cost of bringing the item to
Business combinations arising from transfers of its working condition for its intended use and
interests in entities or businesses that are under estimated costs of dismantling and removing the
the control of the shareholder that controls the item and restoring the site on which it is located.
Group are accounted for as if the acquisition The cost of a self-constructed item of property,
had occurred at the beginning of the earliest plant and equipment comprises the cost of
comparative period presented or, if later, at the materials and direct labour, any other costs
date that common control was established; for directly attributable to bringing the item to working
this purpose, comparatives are revised. The assets condition for its intended use, and estimated
and liabilities acquired are recognized at their costs of dismantling and removing the item and
carrying amounts. The identity of the reserves restoring the site on which it is located.
is preserved, and they appear in the standalone If significant parts of an item of property, plant
financial statements of the Company in the same and equipment have different useful lives, then
form in which they appeared in the standalone they are accounted for as separate items (major
financial statement of the acquired entity. The components) of property, plant and equipment.
differences, if any, between the consideration and
Any gain or loss on disposal of an item of property,
the amount of share capital of the acquired entity is
plant and equipment is recognized in profit or loss.
transferred to capital reserve (if credit) or revenue
reserves (if debit) and if there are no reserves or Subsequent expenditure
inadequate reserves, to an amalgamation deficit Subsequent expenditure is capitalized only if it
reserve (if debit), with disclosure of its nature and is probable that the future economic benefits
purpose in the notes to the standalone financial associated with the expenditure will flow to
statements. the Company and the cost of the item can be
measured reliably.
2) Property, plant and equipment
Depreciation
Recognition and measurement
Depreciation is calculated on cost of item of
The cost of an item of property, plant and
property, plant and equipment less their estimated
equipment shall be recognized as an asset if, and
residual values using the straight-line method
only if it is probable that future economic benefits
over their estimated useful lives and is generally
associated with the item will flow to the Company
recognized in the Standalone Statement of Profit
and the cost of the item can be measured reliably.
and Loss. Freehold land is not depreciated.

SAMHI HOTELS LIMITED 183


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

The estimated useful lives of property, plant and equipment for current and comparative period are as follows:
Asset Management’s estimate Useful life as per Schedule II
of Useful Life to the Companies Act, 2013
Building 10-60 years 60 years
Computers and accessories 3-6 years 3-6 years
Plant and machinery 3-30 years 15 years
Furniture and fixtures 5-8 years 10 years
Vehicles 8 years 8 years
Office equipment 5-10 years 5 years

Leasehold improvements are depreciated over the The estimated useful lives are as follows:
shorter of lease term and their useful lives.
Category of assets Management’s
Depreciation methods, useful lives and estimate of useful life
residual values are reviewed at each reporting Computer software 3-10 years
date and adjusted if appropriate. Based on
Amortization methods, useful lives and residual
technical evaluation and consequent advice, the
values are reviewed at each reporting date and
management believes that its estimates of useful
adjusted if appropriate.
lives as given above best represent the period over
which management expects to use these assets. 4) Financial instruments
Depreciation on addition/ (disposals) is provided A financial instrument is any contract that gives
on a pro-rata basis i.e. from / (up to) the date on rise to a financial asset of one entity and a financial
which the asset is ready for use/ (disposed off). liability or equity instrument of another entity.

3) Other intangible assets Recognition and initial measurement

Recognition and measurement Trade receivables and debt securities issued are
initially recognised when they are originated. All
Intangible assets acquired separately are
other financial assets and financial liabilities are
measured on initial recognition at cost. An
initially recognised when the Company becomes
intangible asset is recognized only if it is probable
a party to the contractual provisions of the
that future economic benefits attributable to the
instrument.
asset will flow to the Company and the cost of the
asset can be measured reliably. Following initial A financial asset (unless it is a trade receivable
recognition, other intangible asset are measured without a significant financing component) or
at cost less accumulated amortisation and any financial liability is initially measured at fair value
accumulated impairment loss. plus or minus, for an item not at FVTPL, transaction
costs that are attributable to its acquisition or
Subsequent expenditure
issue. A trade receivable without a significant
Subsequent expenditure is capitalized only when it financing component is initially measured at the
increases the future economic benefits embodied transaction price.
in the specific asset to which it relates and the
Classification and Subsequent measurement
cost of the asset can be measured reliably.
Financial assets
Amortisation
On initial recognition, a financial assets is classified
Amortisation is calculated to write off the cost
as measured at:
of intangible assets less their estimated residual
values using the straight-line method over their • Amortised cost
estimated useful lives and is generally recognized • FVOCI – debt investment;
in depreciation and amortization in Standalone • FVOCI – equity investment; or
Statement of Profit and Loss. Goodwill is not • FVTPL.
amortised.

184 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Financial assets are not reclassified subsequent − the stated policies and objectives for
to their initial recognition unless the Company the portfolio and the operation of those
changes its business model for managing policies in practice. These include whether
financial asset, in which case all affected financial management’s strategy focuses on earning
assets are reclassified on the first day of the first contractual interest income, maintaining
reporting period following the changes in the a particular interest rate profile, matching
business model. the duration of the financial assets to the
A financial asset is measured at amortised cost if duration of any related liabilities or expected
it meets both of the following conditions and is not cash outflows or realising cash flows through
designated as at FVTPL: the sale of the assets;

− the asset is held within a business model − how the performance of the portfolio is
whose objective is to hold assets to collect evaluated and reported to the Company’s
contractual cash flows; and management;

− the contractual terms of the financial asset − the risks that affect the performance of the
give rise on specified dates to cash flows that business model (and the financial assets
are solely payments of principal and interest held within that business model) and how
on the principal amount outstanding. those risks are managed;

A debt investment is measured at FVOCI if it − how managers of the business are


meets both of the following conditions and is not compensated – e.g. whether compensation
designated as at FVTPL: is based on the fair value of the assets
managed or the contractual cash flows
− the asset is held within a business model
collected; and
whose objective is achieved by both
collecting contractual cash flows and selling − the frequency, volume and timing of sales of
financial assets; and financial assets in prior periods, the reasons
for such sales and expectations about future
− the contractual terms of the financial asset
sales activity.
give rise on specified dates to cash flows that
are solely payments of principal and interest Transfers of financial assets to third parties in
on the principal amount outstanding. transactions that do not qualify for derecognition
are not considered sales for this purpose,
On initial recognition of an equity investment
consistent with the Company’s continuing
that is not held for trading, the Company may
recognition of the assets.
irrevocably elect to present subsequent changes
in the investment’s fair value in OCI. This election 
Financial assets: Assessment whether contractual
is made on an investment-by-investment basis. cash flows are solely payments of principal and
interest
All financial assets not classified as measured at
amortised cost or FVOCI as described above are For the purposes of this assessment, ‘principal’
measured at FVTPL. This includes all derivative is defined as the fair value of the financial asset
financial assets. On initial recognition, the on initial recognition. ‘Interest’ is defined as
Company may irrevocably designate a financial consideration for the time value of money and
asset that otherwise meets the requirements to for the credit risk associated with the principal
be measured at amortised cost or at FVOCI as amount outstanding during a particular period of
at FVTPL if doing so eliminates or significantly time and for other basic lending risks and costs
reduces an accounting mismatch that would (e.g. liquidity risk and administrative costs), as
otherwise arise. well as a profit margin.

Financial assets: Business model assessment In assessing whether the contractual cash flows
are solely payments of principal and interest, the
The Company makes an assessment of the
Company considers the contractual terms of the
objective of the business model in which a
instrument. This includes assessing whether the
financial asset is held at a portfolio level because
financial asset contains a contractual term that
this best reflects the way the business is managed
could change the timing or amount of contractual
and information is provided to management. The
cash flows such that it would not meet this
information considered includes:

SAMHI HOTELS LIMITED 185


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

condition. In making this assessment, the Company considers:


− contingent events that would change the amount or timing of cash flows;
− terms that may adjust the contractual coupon rate, including variable interest rate features;
− prepayment and extension features;
− terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse features).
Financial assets: Subsequent measurement and gains and losses

Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and losses,
including any interest or dividend income, are recognised in profit or loss.
Financial assets at amortised These assets are subsequently measured at amortised cost using the effective
cost interest method. The amortised cost is reduced by impairment losses. Interest
income, foreign exchange gains and losses and impairment are recognised in
profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
Debt investments at FVOCI  hese assets are subsequently measured at fair value. Interest income under the
T
effective interest method, foreign exchange gains and losses and impairment are
recognised in profit or loss. Other net gains and losses are recognised in OCI. On
derecognition, gains and losses accumulated in OCI are reclassified to profit or
loss.
Equity investments at FVOCI These assets are subsequently measured at fair value. Dividends are recognised
as income in profit or loss unless the dividend clearly represents a recovery of part
of the cost of the investment. Other net gains and losses are recognised in OCI
and are not reclassified to profit or loss.

Financial liabilities: Classification, subsequent If the Company enters into transactions whereby
measurement and gains and losses it transfers assets recognised on its balance
Financial liabilities are classified as measured at sheet, but retains either all or substantially all of
amortised cost or FVTPL. A financial liability is the risks and rewards of the transferred assets,
classified as at FVTPL if it is classified as held‑ the transferred assets are not derecognized.
for‑ trading, or it is a derivative or it is designated Financial liabilities
as such on initial recognition. Financial liabilities The Company derecognizes a financial liability
at FVTPL are measured at fair value and net when its contractual obligations are discharged or
gains and losses, including any interest expense, cancelled, or expire.
are recognised in profit or loss. Other financial
The Company also derecognizes a financial
liabilities are subsequently measured at amortised
liability when its terms are modified and the cash
cost using the effective interest method. Interest
flows under the modified terms are substantially
expense and foreign exchange gains and losses
different. In this case, a new financial liability
are recognised in profit or loss. Any gain or loss on
based on the modified terms is recognised at
derecognition is also recognised in profit or loss.
fair value. The difference between the carrying
Derecognition amount of the financial liability extinguished and
Financial assets the new financial liability with modified terms is
The Company derecognizes a financial asset recognised in profit or loss.
when the contractual rights to the cash flows Offsetting
from the financial asset expire, or it transfers the Financial assets and financial liabilities are offset
rights to receive the contractual cash flows in a and the net amount presented in the Balance
transaction in which substantially all of the risks Sheet when, and only when, the Company
and rewards of ownership of the financial asset currently has a legally enforceable right to set off
are transferred or in which the Company neither the amounts and it intends either to settle them
transfers nor retains substantially all of the risks on a net basis or to realise the asset and settle the
and rewards of ownership and does not retain liability simultaneously.
control of the financial asset.

186 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Financial guarantee conversion formula (fixed to variable conversion).


Financial guarantee contract is a contract that Accordingly, the whole amount has been treated
requires the issuer to make specified payments to as financial liability in books and carried at
reimburse the holder for a loss it incurs because a amortised cost.
specified debtor fails to make payment when due Non-convertible debentures
in accordance with the original or modified terms The Company has issued unsecured non-
of a debt instrument. convertible debentures (NCDs). As per the terms
Such guarantees are initially measured at fair of debenture agreement, each debenture will be
value and subsequently at the higher of: redeemed within 36-48 months from the deemed
- the expected credit loss allowance date of allotment. Accordingly, the same amount
determined in accordance with Ind AS 109; has been treated as financial liability in books and
and carried at amortised cost.

- the amount recognised initially less, when Embedded Derivative


appropriate, cumulative amortisation A derivative embedded in a hybrid contract, with a
recognised in accordance with Ind AS. financial liability or non-financial host, is separated
Modification of financial assets and liabilities from the host and accounted for as a separate
derivative if: the economic characteristics and
Financial assets:
risks are not closely related to the host; a separate
If the terms of a financial assets are modified, the instrument with the same terms as the embedded
Company evaluates whether the cash flows of derivative would meet the definition of a derivative;
the modified asset are substantially different. If and the hybrid contract is not measured at fair
the cash flows are substantially different, then the value through profit or loss. Embedded derivatives
contractual rights to cash flows from the original are measured at fair value with changes in fair
financial asset are deemed to have expired. In this value recognised in profit or loss. Reassessment
case, the original financial asset is derecognized only occurs if there is either a change in the terms
and a new financial asset is recognized at fair of the contract that significantly modifies the
value. cash flows that would otherwise be required or a
If the cash flows of the modified asset carried at reclassification of a financial asset out of the fair
amortized cost are not substantially different, then value through profit or loss category.
the modification does not result in derecognition The Company has identified the redemption
of the financial asset. In this case, the Company right as an equity component of convertible PIK
recalculates the gross carrying amount of the obligation of non-convertible debentures issued
financial asset and recognizes the amount arising by its subsidiaries i.e., Barque and SAMHI JV. As
from adjusting the gross carrying amount as a the risks associated with the underlying variable
modification gain or loss in profit or loss. are not closely related to the host instrument, the
Financial liabilities: equity component has been separately accounted
The Company derecognizes a financial liability for as deemed investment in subsidiaries. The
when its terms are modified and the cash flows equity component has been fair valued through
of the modified liability are substantially different. profit or loss at each balance sheet date.
In this case, a new financial liability based on Interest free loans
the modified terms is recognised at fair value. The Company has given interest free loans to
The difference between the carrying amount of its subsidiary companies which are repayable at
the financial liability extinguished and the new the option of respective subsidiary companies
financial liability with modified terms is recognised (perpetual debt). These loans have been recognised
in profit or loss. as deemed investment in the subsidiaries.
Fully compulsorily convertible debentures The Company has obtained interest free loans
The Company has issued fully compulsorily from its subsidiary company. Such interest free
convertible debentures (FCCDs). As per the terms loans are measured at fair values determined
of debenture agreement, each debenture will be using a present value technique with inputs that
converted into equity shares based on an agreed include future cash flows and discount rates that

SAMHI HOTELS LIMITED 187


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

reflect assumptions that market participants The Company measures loss allowances at an
would apply in pricing such loans. The difference amount equal to lifetime expected credit losses,
between the transaction price and the fair value except for the following, which are measured as
of such loans has been recognised as income 12 month expected credit losses:
in the Standalone Statement of Profit and Loss. - debt securities that are determined to have
The loan component is subsequently measured low credit risk at the reporting date; and
at amortized costs and interest expense is
- other debt securities and bank balances
recognised using effective interest rate method.
for which credit risk (i.e. the risk of default
Concessional overdraft facility occurring over the expected life of the
The Company has pledged fixed deposits financial instrument) has not increased
with banks for overdraft facility availed by its significantly since initial recognition.
subsidiaries. The overdraft facility availed by Loss allowances for trade receivables are always
subsidiaries carries an interest rate lower than the measured at an amount equal to lifetime expected
market rate. Difference between interest charged credit losses.
by bank and market rate is recognised as deemed
Lifetime expected credit losses are the expected
investment in subsidiary with corresponding
credit losses that result from all possible default
credit to the Standalone Statement of Profit and
events over the expected life of a financial
Loss.
instrument.
5) Impairment 12-month expected credit losses are the portion
A. Impairment of financial instruments of expected credit losses that result from default

The Company recognises loss allowances events that are possible within 12 months after the
for expected credit losses on financial assets reporting date (or a shorter period if the expected
measured at amortised cost. life of the instrument is less than 12 months).

The Company also recognises loss allowances In all cases, the maximum period considered when
for expected credit losses on finance lease estimating expected credit losses is the maximum
receivables, which are disclosed as financial contractual period over which the Company is
assets. exposed to credit risk.

At each reporting date, the Company assesses When determining whether the credit risk of a
whether financial assets carried at amortised cost financial asset has increased significantly since
and debt securities at Fair value through profit and initial recognition and when estimating expected
loss (FVTPL) are credit-impaired. A financial asset credit losses, the Company considers reasonable
is ‘credit‑ impaired’ when one or more events that and supportable information that is relevant and
have a detrimental impact on the estimated future available without undue cost or effort. This includes
cash flows of the financial asset have occurred. both quantitative and qualitative information
and analysis, based on the Company’s historical
Evidence that a financial asset is credit‑ impaired
experience and informed credit assessment and
includes the following observable data:
including forward‑ looking information.
- significant financial difficulty of the borrower

Measurement of expected credit losses (ECLs)
or issuer;
Expected credit losses are a probability‑weighted
- a breach of contract such as a default or
estimate of credit losses. Credit losses are
being past due for two years or more;
measured as the present value of all cash
- the restructuring of a loan or advance by the shortfalls (i.e. the difference between the cash
Company on terms that the Company would flows due to the Company in accordance with the
not consider otherwise; contract and the cash flows that the Company
- it is probable that the borrower will enter expects to receive).
bankruptcy or other financial reorganization; As a practical expedient, the Company uses a
or provision matrix to determine impairment loss
- the disappearance of an active market for a allowance on portfolio of its trade receivables.
security because of financial difficulties. The provision matrix is based on its historically
observed default rates over the expected life of

188 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

the trade receivables and is adjusted for forward‐ recoverable amount. Impairment losses are
looking estimates. At every reporting date, the recognised in the Standalone Statement of Profit
historical observed default rates are updated and and Loss. They are allocated first to reduce the
changes in the forward‐looking estimates are carrying amount of any goodwill allocated to the
analyzed. CGU, and then to reduce the carrying amounts of
ECLs are discounted at the effective interest rate the other assets of the CGU on a pro rata basis.
of the financial asset. An impairment loss in respect of goodwill is not

Presentation of allowance for expected credit subsequently reversed. In respect of other assets
losses in the balance sheet for which impairment loss has been recognised
in prior periods, the Company reviews at each
Loss allowances for financial assets measured
reporting date whether there is any indication
at amortised cost are deducted from the gross
that the loss has decreased or no longer exists.
carrying amount of the assets.
An impairment loss is reversed if there has been
For debt securities at FVOCI, the loss allowance is a change in the estimates used to determine the
charged to profit or loss and is recognised in OCI. recoverable amount. Such a reversal is made only
Write-off to the extent that the asset's carrying amount
The gross carrying amount of a financial asset is does not exceed the carrying amount that would
written off when the Company has no reasonable have been determined, net of depreciation or
expectations of recovering a financial asset in amortisation, if no impairment loss had been
its entirety or a portion thereof. For corporate recognised.
customers, the Company individually makes 6) Inventories
an assessment with respect to the timing and
Inventories which comprises stock of food and
amount of write-off based on whether there is a
beverages (including liquor), operating supplies
reasonable expectation of recovery. The Company
and stock-in-trade are carried at the lower of
expects no significant recovery from the amount
cost and net realizable value. Cost of inventories
written off. However, financial assets that are
comprises all costs of purchase and other costs
written off could still be subject to enforcement
incurred in bringing the inventory to their present
activities in order to comply with the Company's
location and condition. In determining the cost,
procedures for recovery of amounts due.
first in first out (“FIFO”) method is used. Net
B. Impairment of non-financial assets realisable value is the estimated selling price in the
The carrying amounts of assets are reviewed at ordinary course of business, less estimated costs
each reporting date if there is any indication of of completion and the estimated costs to make
impairment based on internal/external factors. the sale.
If any such indication exists, then the asset's
7) Government grants and subsidies
recoverable amount is estimated.
Grants and subsidies from the government are
For impairment testing, assets are grouped
recognised when there is reasonable assurance
together into the smallest group of assets that
that (i) the Company will comply with the
generates cash inflows from continuing use that
conditions attached to them, and (ii) the grant/
are largely independent of the cash inflows of
subsidy will be received.
other assets or CGUs.
The recoverable amount of an individual asset 8) Provisions (other than employee benefits)
or Cash Generating Unit (CGU) is the greater of Provisions are recognized when the Company has
its value in use and its fair value less costs to a present obligation (legal or constructive) as a
disposal. Value in use is based on the estimated result of past event, it is probable that an outflow
future cash flows, discounted to their present of resources embodying economic benefits will
value using a pre-tax discount rate that reflects be required to settle the obligation and a reliable
current market assessments of the time value of estimate can be made of the amount of the
money and risks specific to the asset or CGU. obligation. Expected future operating losses are
An impairment loss is recognised if the carrying not provided for.
amount of an asset or CGU exceeds its estimated

SAMHI HOTELS LIMITED 189


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

When the Company expects some or all of the 10) Employee benefits
expenditure required to settle a provision will be (a) Short-term employee benefits
reimbursed by another party, the reimbursement
Employee benefits payable wholly within twelve
is recognized when, and only when, it is virtually
months of receiving employee services are
certain that reimbursement will be received if the
classified as short-term employee benefits. These
entity settles the obligation. The reimbursement is
benefits include salaries and wages, short-term
treated as a separate asset.
bonus, compensated absences and ex-gratia. The
The Company records a provision for site undiscounted amount of short-term employee
restoration costs to be incurred for the restoration benefits to be paid in exchange for employee
of leasehold land at the end of the lease period. services is recognised as an expense as the
The provision is measured at the present value of related service is rendered by employees.
the best estimate of the expected costs to settle
(b) Share based payment transactions
the obligation and recognised as part of the cost
of property, plant and equipment. The estimated The grant date fair value of equity settled share-
future costs of decommissioning are reviewed based payment arrangements granted to
annually and adjusted as appropriate. Changes in employees is generally recognised as an employee
the estimated future costs or in the discount rate benefit expense, with a corresponding increase in
applied are added to or deducted from the costs of equity, over the vesting period of the awards. The
the asset and site restoration obligation. amount recognised as an expense is adjusted to
reflect the number of awards for which the related
Provisions are determined by discounting the
service and non-market performance conditions
expected future cash flows at a pre-tax rate that
are expected to be met, such that the amount
reflects current market assessments of the time
ultimately recognised is based on the number of
value of money and the risks specific to the liability.
awards that meet the related service and non-
The unwinding of the discount is recognised as
market performance conditions at the vesting
finance cost.
date. For share-based payment awards with non-
Provisions are reviewed at each Balance Sheet vesting conditions, the grant date fair value of the
date. share-based payment is measured to reflect such
9) Contingent liabilities conditions and there is no true-up for differences
between expected and actual outcomes.

Contingent liability is a possible obligation
arising from past events whose existence will When the terms of an equity-settled award are
be confirmed only by the occurrence or non- modified, the minimum expense recognized by
occurrence of one or more uncertain future events the Company is the grant date fair value of the
not wholly within the control of the entity or a unmodified award, provided the vesting conditions
present obligation that arises from past events but (other than a market condition) specified on grant
is not recognized because it is not probable that date of the award are met.
an outflow of resources embodying economic Further, additional expense, if any, is measured
benefits will be required to settle the obligation or and recognized as at the date of modification, in
the amount of the obligation cannot be measured case such modification increases the total fair
with sufficient reliability. The Company does not value of the share-based payment plan, or is
recognize a contingent liability but discloses its otherwise beneficial to the employee.
existence in the standalone financial statements. (c) Post-employment benefits
Contingent asset Defined contribution plan – Provident fund and

Contingent asset is not recognised in standalone Employee state insurance
financial statements since this may result in the A defined contribution plan is a post-employment
recognition of income that may never be realised. benefit plan under which an entity pays specified
However, when the realisation of income is virtually contributions and has no obligation to pay any
certain, then the related asset is not a contingent further amounts. Provident fund scheme and
asset and is recognized. employee state insurance are defined contribution
Contingent liabilities and contingent assets are schemes. The Company makes specified monthly
reviewed at each Balance Sheet date. contributions towards these schemes. The

190 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Company's contributions are recorded as an service and are also not expected to be utilized
expense in the profit or loss during the period in wholly within twelve months after the end of
which the employee renders the related service. such period, the benefit is classified as a long-
If the contribution already paid is less than the term employee benefit. The Company records an
contribution payable under the scheme for service obligation for such compensated absences in the
received before the balance sheet date, the deficit period in which the employee renders the services
payable under the scheme is recognized as a that increase this entitlement. The obligation
liability after deducting the contribution already is measured on the basis of independent
paid. If the contribution already paid exceeds the actuarial valuation using the projected unit
contribution due for services received before the credit method. Remeasurements as a result of
balance sheet date, then excess is recognized as experience adjustments and changes in actuarial
an asset to the extent that the pre-payment will assumptions are recognized in the profit or loss.
lead to a reduction in future payment or a cash
11) Revenue recognition
refund.
Revenue is recognized at an amount that reflects
Defined benefit plan – Gratuity
the consideration to which the Company expects
The Company's gratuity scheme is a defined to be entitled in exchange for transferring the
benefit plan. The present value of obligations goods or services to a customer i.e. on transfer
under such defined benefit plans are determined of control of the goods or service to the customer.
based on actuarial valuation carried out by an Revenue is net of indirect taxes and discounts.
independent actuary using the Projected Unit
Contract asset represents the Company’s right to
Credit Method, which recognizes each period
consideration in exchange for services that the
of service as giving rise to an additional unit of
Company has transferred to a customer when
employee benefit entitlement and measures each
that right is conditioned on something other than
unit separately to build up the final obligation.
the passage of time.
The obligation is measured at the present value
When there is unconditional right to receive
of estimated future cash flows. The discount
cash, and only passage of time is required to
rates used for determining the present value of
do invoicing, the same is presented as Unbilled
obligation under defined benefit plans, are based
revenue.
on the market yields on government securities as
at the balance sheet date, having maturity period A contract liability is recognized if a payment is
approximating to the terms of related obligations. received or a payment is due (whichever is earlier)
from a customer before the Company transfers
Remeasurement gains and losses arising from
the related goods or services and the Company
experience adjustments and changes in actuarial
is under an obligation to provide only the goods
assumptions are recognized in the period in
or services under the contract. Contract liabilities
which they occur, directly in standalone other
are recognized as revenue when the Company
comprehensive income and are never reclassified
performs under the contract (i.e., transfers control
to profit or loss. Changes in the present value of
of the related goods or services to the customer).
the defined benefit obligation resulting from plan
amendments or curtailments are recognized The specific recognition criteria described below
immediately in the profit or loss as past service must also be met before revenue is recognized:
cost. 
Room revenue, sale of food and beverages and
(d) O
 ther long-term employee benefits – other services
compensated absences Revenue is recognized at the transaction price
The employees can carry-forward a portion of the that is allocated to the performance obligation.
unutilized accrued compensated absences and Revenue comprises room revenue, sale of food
utilize it in future service periods or receive cash and beverages, recreation and other services
compensation on termination of employment. (including banquet and allied services) relating
Since the compensated absences do not fall due to hotel operations. Revenue is recognised upon
wholly within twelve months after the end of the rendering of the services and sale of food and
period in which the employees render the related beverages which is recognised once the rooms
are occupied, food and beverages are sold and

SAMHI HOTELS LIMITED 191


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

other services have been provided as per the 14) Foreign currency
contract with the customer. Foreign currency Transactions
Other services Transactions in foreign currencies are translated

Other services comprises amount billed to into the respective functional currencies of
subsidiary companies on account of core Company companies at the exchange rates at the
business advisory, procurement, sourcing of dates of the transactions or an average rate if the
funds, guarantee commission, and other support average rate approximates the actual rate at the
services. The income is recognized on accrual date of the transaction.
basis as per the terms specified in the service Monetary assets and liabilities denominated
agreement, provided the consideration is reliably in foreign currencies are translated into the
determinable and no significant uncertainty exists functional currency at the exchange rate at
regarding the collection. the reporting date. Non-monetary assets and
12) Borrowing costs liabilities that are measured at fair value in a
foreign currency are translated into the functional
Borrowing costs are interest and other costs
currency at the exchange rate when the fair value
(including exchange differences relating to foreign
was determined. Non-monetary items that are
currency borrowings to the extent that they are
measured based on historical cost in a foreign
regarded as an adjustment to interest costs)
currency are translated at the exchange rate at
incurred in connection with the borrowing of funds.
the date of the transaction. Foreign currency
Borrowing costs directly attributable to acquisition
exchange differences are generally recognised in
or construction of an asset which necessarily take
profit or loss.
a substantial period of time to get ready for their
intended use are capitalized as part of cost of that 15) Income taxes
asset. Other borrowing costs are recognised as an Income tax expense comprises current tax and
expense in the period in which they are incurred. deferred tax. It is recognised in profit or loss
13) Recognition of dividend income, interest income except to the extent that it relates to a business
or expense combination, or items recognised directly in equity
or in other comprehensive income.
Dividend income is recognised in profit or loss on
the date on which the Company’s right to receive Current tax
payment is established. Current tax comprises the expected tax payable
Interest income or expense is recognised using or receivable on the taxable income or loss for
the effective interest method. the year and any adjustment to the tax payable
or receivable in respect of previous years. The
The ‘effective interest rate’ is the rate that exactly
amount of current tax payable or receivable is the
discounts estimated future cash payments or
best estimate of the tax amount expected to be
receipts through the expected life of the financial
paid or received that reflects uncertainty related to
instrument to:
income taxes, if any. It is measured using tax rates
- the gross carrying amount of the financial enacted or substantively enacted at the reporting
asset; or date.
- the amortised cost of the financial liability. Current tax assets and current tax liabilities are
In calculating interest income and expense, the offset only if there is a legally enforceable right to
effective interest rate is applied to the gross set off the recognised amounts, and it is intended
carrying amount of the asset (when the asset to realise the asset and settle the liability on a net
is not credit-impaired) or to the amortised cost basis or simultaneously.
of the liability. However, for financial assets that Deferred tax
have become credit-impaired subsequent to
Deferred tax is recognised in respect of temporary
initial recognition, interest income is calculated
differences between the carrying amounts
by applying the effective interest rate to the
of assets and liabilities for financial reporting
amortised cost of the financial asset. If the asset
purposes and the corresponding amounts used for
is no longer credit-impaired, then the calculation
taxation purposes. Deferred tax is also recognised
of interest income reverts to the gross basis.

192 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

in respect of carried forward tax losses and tax Deferred tax assets and liabilities are offset if
credits. there is a legally enforceable right to offset current
Deferred tax is not recognised for tax liabilities and assets and they relate to income
tax levied by the same tax authority on the same
• temporary differences arising on the initial
taxable entity, or on different tax entities, but they
recognition of assets or liabilities in a
intend to settle current tax liabilities and assets on
transaction that:
a net basis or their tax assets and liabilities will be
- is not a business combination; and realized simultaneously.
- at the time of the transaction (i) affects
16) Operating segments
neither accounting nor taxable profit
or loss and (ii) does not give rise to An operating segment is a component of the
equal taxable and deductible temporary Company that engages in business activities from
differences which it may earn revenues and incur expenses,
including revenues and expenses that relate to
• temporary differences related to investments
transactions with any of the Company’s other
in subsidiaries, associates and joint
components and for which discrete financial
arrangements to the extent that the Company
information is available. Operating segments are
is able to control the timing of the reversal of
reported in a manner consistent with the internal
the temporary differences and it is probable
reporting provided to the chief operating decision
that they will not reverse in the foreseeable
maker (CODM). In accordance with Ind AS 108
future; and taxable temporary differences
“Operating Segments”, the operating segments
arising on the initial recognition of goodwill.
used to present segment information are identified
Deferred tax assets are recognised for unused on the basis of information reviewed by the CODM
tax losses, unused tax credits and deductible to allocate resources to the segments and assess
temporary differences to the extent that it their performance.
is probable that future taxable profits will be
available against which they can be used. Future 17) Earnings per share
taxable profits are determined based on the Basic Earning Per Share
reversal of relevant taxable temporary differences. Basic earnings per share is calculated by dividing
If the amount of taxable temporary differences is the profit (or loss) attributable to the owners of
insufficient to recognize a deferred tax asset in full, the Company by the weighted average number of
then future taxable profits, adjusted for reversals shares outstanding during the year. The weighted
of existing temporary differences, are considered, average number of equity shares outstanding
based on the business plans of the Company. during the year is adjusted for bonus issue, bonus
Deferred tax assets are reviewed at each reporting element in a rights issue to existing shareholders,
date and are reduced to the extent that it is no share split and reverse share split (consolidation
longer probable that the related tax benefit will be of shares).
realized; such reductions are reversed when the
Diluted Earning Per Share
probability of future taxable profits improves.
Diluted earnings per share is computed by dividing
Deferred tax is measured at the tax rates that are
the profit (considered in determination of basic
expected to apply to the period when the asset is
earnings per share) after considering the effect
realized or the liability is settled, based on the laws
of interest and other financing costs or income
that have been enacted or substantively enacted
(net of attributable taxes) associated with dilutive
by the reporting date.
potential equity shares by the weighted average
The measurement of deferred tax reflects the tax number of equity shares considered for deriving
consequences that would follow from the manner basis earnings per share adjusted for the weighted
in which the Company expects, at the reporting average number of equity shares considered for
date, to recover or settle the carrying amount of its deriving basic earnings per share adjusted for the
assets and liabilities. For this purpose, the carrying weighted average number of equity shares that
amount of investment property is presumed to be would have been issued upon conversion of all
recovered through sale. dilutive potential equity shares.

SAMHI HOTELS LIMITED 193


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

18) Leases 
The Company determine its incremental

At inception of a contract, the Company assesses borrowing rate by obtaining interest rates from
whether a contract is, or contains, a lease. A various external financing sources and makes
contract is, or contains, a lease if the contract certain adjustments to reflect the terms of the
conveys the right to control the use of an lease and type of the asset leased.
identified asset for a period of time in exchange Lease payments included in the measurement of
for consideration. the lease liability comprise the following:
As a Lessee • fixed payments, including in-substance fixed
At commencement or on modification of a payments;
contract that contains a lease component, the • variable lease payments that depend on an
Company allocates the consideration in the index or a rate, initially measured using the
contract to each lease component on the basis index or rate as at the commencement date;
of its relative standalone prices. However, for the • amounts expected to be payable under a
leases of property the Company has elected not to residual value guarantee; and
separate non-lease components and account for
• the exercise price under a purchase option
the lease and non-lease components as a single
that the Company is reasonably certain
lease component.
to exercise, lease payments in an optional
The Company recognises a right-of-use asset renewal period if the Company is reasonably
and a lease liability at the lease commencement
certain to exercise an extension option, and
date. The right-of-use asset is initially measured
penalties for early termination of a lease
at cost, which comprises the initial amount of the
unless the Company is reasonably certain
lease liability adjusted for any lease payments
not to terminate early.
made at or before the commencement date, plus
The lease liability is measured at amortised
any initial direct costs incurred and an estimate
cost using the effective interest method. It is
of costs to dismantle and remove the underlying
remeasured when there is a change in future
asset or to restore the underlying asset or the site
lease payments arising from a change in an index
on which it is located, less any lease incentives
or rate, if there is a change in the Company’s
received.
estimate of the amount expected to be payable
The right-of-use assets is subsequently
under a residual value guarantee, if the Company
depreciated using the straight-line method from
changes its assessment of whether it will exercise
the commencement date to the earlier of the end
an purchase, extension or termination option
of the useful life of the right-of-use asset or the
or if there is a revised in-substance fixed lease
end of the lease term, unless the lease transfers
payment.
ownership of the underlying asset to the Company
by the end of the lease term or the cost of the When the lease liability is remeasured in this way, a
right-of-use asset reflects that the Company will corresponding adjustment is made to the carrying
exercise a purchase option. In that case the right- amount of the right-of-use asset, or is recorded in
of-use asset will be depreciated over the useful life profit or loss if the carrying amount of the right-of-
of the underlying asset, which is determined on the use asset has been reduced to zero.
same basis as those of property and equipment. Short-term leases and leases of low-value assets
In addition, the right-of-use asset is periodically The Company has elected not to recognise right-
reduced by impairment losses, if any, and adjusted of-use assets and lease liabilities for leases of
for certain remeasurements of the lease liability. low-value assets and short-term leases, including
The lease liability is initially measured at the IT equipment. The Company recognises the lease
present value of the lease payments that are not payments associated with these leases as an
paid at the commencement date, discounted expense in profit or loss on a straight-line basis
using the interest rate implicit in the lease or, over the lease term.
if the rate cannot be readily determined, the
19) Cash and cash equivalents
Company’s incremental borrowing rate. Generally,
the Company uses its incremental borrowing rate Cash and cash equivalents include cash in hand,
as the discount rate. balance with banks, demand deposits with banks

194 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

and other short-term highly liquid investments 2A. CHANGES IN MATERIAL ACCOUNTING POLICIES
with an original maturity of three months or less.
1) Deferred tax related to asset and liabilities arising
20) Measurement of earnings before finance costs, from a single transaction
depreciation and amortisation, exceptional The Company has adopted Deferred Tax related
items and tax (EBITDA) to Assets and Liabilities arising from a Single

The Company has elected to present Transaction (Amendments to Ind AS 12) from 1 April
earnings before finance costs, depreciation 2023. The amendments narrow the scope of the
and amortization, exceptional items and tax initial recognition exemption to exclude transactions
(EBITDA) as a separate line item on the face of that give rise to equal and offsetting differences e.g.,
the Standalone Statement of Profit and Loss. leases and decommissioning liabilities. For leases
The Company measures EBITDA on the face of and decommissioning liabilities, an entity is required
profit/ (loss) from continuing operations. In the to recognise the associated deferred tax assets and
measurement, the Company does not include liabilities from the beginning of the earliest comparative
finance costs, depreciation and amortisation period presented, with any cumulative effect
expense, exceptional items and tax expense. recognised as an adjustment to retained earnings or
other components of equity at that date. For all other
21) Exceptional items
transactions, an entity applies the amendments to
On certain occasions, the size, type or incidence transactions that occur on or after the beginning of the
of an item of income or expense, pertaining to the earliest period presented.
ordinary activities of the Company is such that
The Company has not recognized deferred tax asset
its disclosure improves the understanding of the
in books considering the significant carry forward
performance of the Company. Such income or
unabsorbed losses (Refer Note 9).
expense is classified as an exceptional item and
accordingly, disclosed in the standalone financial The Company has previously disclosed the deferred
statements. tax on leases by applying the 'integrally linked'
approach, resulting in a similar outcome as under the
22) Investments in subsidiaries amendments, except that the deferred tax asset or
Investments in subsidiaries are carried at cost less liability was disclosed on a net basis. Following the
accumulated impairment losses, if any. Where amendments, the Company has disclosed a separate
an indication of impairment exists, the carrying deferred tax asset in relation to its lease liabilities and a
amount of the investment is assessed and written deferred tax liability in relation to its right-to-use assets
down immediately to its recoverable amount. as at 1 April 22 and thereafter.
On disposal of investments in such entities,
2) Material accounting policy information
the difference between net disposal proceeds
and the carrying amounts are recognised in the The Company adopted Disclosure of Accounting
Standalone Statement of Profit and Loss. Policies (Amendment to Ind AS 1) from 1 April 2023.
Although the amendments did not result in any
23) Share issue expenses changes in the accounting policy themselves, they
Incremental costs directly attributable to the issue impacted the accounting policy information disclosed
of equity shares are recognised as a deduction in the standalone financial statements.
from equity. Income tax relating to transaction The amendments require the disclosure of ‘material’
costs of an equity transaction is accounted for in rather than ‘significant’ accounting policies. The
accordance with Ind AS 12. 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.

SAMHI HOTELS LIMITED 195


NOTES TO THE STANDALONE FINANCIAL STATEMENTS

196
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

3 PROPERTY, PLANT AND EQUIPMENT AND RIGHT OF USE ASSETS

Reconciliation of carrying amount


Freehold Leasehold Computers Building Plant and Furniture Vehicles Office Total Right of Right Total
land improvements and machinery and equipment Property, Use (Land) of Use Right-of-
accessories fixtures plant and (Building) use assets
equipment
Gross carrying amount
Balance as at April 01, 2022 (Re-presented) 783.11 14.90 46.32 1,279.03 368.10 163.82 20.23 14.43 2,689.94 322.12 43.19 365.31
Additions during the year - - 2.38 1.67 0.57 0.91 10.83 0.86 17.22 - 56.35 56.35
Deletions during the year - - - - - - (9.83) - (9.83) - - -
Balance as at March 31, 2023 783.11 14.90 48.70 1,280.70 368.67 164.73 21.23 15.29 2,697.33 322.12 99.54 421.66
Additions during the year - - 4.60 0.88 5.56 9.49 22.62 1.26 44.41 - - -
Deletions during the year - - - - - - - - - - - -
Balance as at March 31, 2024 783.11 14.90 53.30 1,281.58 374.23 174.22 43.85 16.55 2,741.74 322.12 99.54 421.66

Accumulated depreciation and impairment losses*


Balance as at April 01, 2022 (Re-presented) - 12.69 40.31 350.76 152.71 135.12 11.85 10.97 714.41 13.32 21.60 34.92
Depreciation charge for the year - 0.30 1.96 39.99 21.03 7.94 2.23 0.30 73.75 3.33 14.40 17.73
Reversal on disposal of assets - - - - - - (5.01) - (5.01) - - -
Balance as at March 31, 2023 - 12.99 42.27 390.75 173.74 143.06 9.07 11.27 783.15 16.65 36.00 52.65
Depreciation charge for the year - 0.30 2.60 40.23 19.93 4.75 1.90 0.44 70.15 3.32 16.53 19.85
Reversal on disposal of assets - - - - - - - - - - - -
Balance as at March 31, 2024 - 13.29 44.87 430.98 193.67 147.81 10.97 11.71 853.30 19.97 52.53 72.50

Net carrying amount


Balance as at March 31, 2023 783.11 1.91 6.43 889.95 194.93 21.67 12.16 4.02 1,914.18 305.47 63.54 369.01
Balance as at March 31, 2024 783.11 1.61 8.43 850.60 180.56 26.41 32.88 4.84 1,888.44 302.15 47.01 349.16
* Accumulated depreciation includes impairment loss of ` 146.16.
a) Refer to Note 19 for information on property, plant and equipment pledged as security by the Company.
b) For details regarding the title deeds of immovable property of the Company, refer note 51.
c) There has been no revaluation of property, plant and equipment for the year ended March 31, 2024 and March 31, 2023.
d) Refer note 56 for disclosures in relation to impairment of assets.

ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

4 OTHER INTANGIBLE ASSETS

Reconciliation of carrying amount


Computer Total
software
Gross carrying amount
Balance as at April 01, 2022 (Re-presented) 41.06 41.06
Additions during the year 0.31 0.31
Balance as at March 31, 2023 41.37 41.37
Additions during the year 3.36 3.36
Balance as at March 31, 2024 44.73 44.73

Accumulated amortization **
Balance as at April 01, 2022 (Re-presented) 30.71 30.71
Amortization expense for the year 5.11 5.11
Balance as at March 31, 2023 35.82 35.82
Amortization expense for the year 2.28 2.28
Balance as at March 31, 2024 38.10 38.10

Net carrying amount


Balance as at March 31, 2023 5.55 5.55
Balance as at March 31, 2024 6.63 6.63
** Accumulated amortization includes impairment loss of ` 0.69.

5 INVESTMENTS IN SUBSIDIARIES
As at As at
March 31, 2024 March 31, 2023
Investments, unquoted
a) Investments in equity shares (At cost, fully paid-up equity shares)
Barque Hotels Private Limited 2,039.89 2,039.89
38,375,080 (March 31, 2023 - 38,375,080) equity shares of ` 10 each
Out of the above equity shares 38,375,079 (March 31, 2023 - 38,375,079)
equity shares of ` 10 each of Barque Hotels Private Limited have been
pledged in respect of loan taken by Barque Hotels Private Limited.
SAMHI Hotels (Ahmedabad) Private Limited 616.00 616.00
2,164,936 (March 31, 2023 - 2,164,936) Class A equity shares of ` 10 each
Out of the above equity shares 2,164,935 (March 31, 2023 - Nil) Class A
equity shares of ` 10 each have been pledged in respect of debentures
issued by SAMHI Hotels (Ahmedabad) Private Limited
10 (March 31, 2023 - 10) Class B equity shares of ` 10 each
Out of the above equity shares 10 (March 31, 2023 - Nil) Class B equity
shares of ` 10 each have been pledged in respect of debentures issued by
SAMHI Hotels (Ahmedabad) Private Limited
CASPIA Hotels Private Limited 114.85 114.85
18,000,000 (March 31, 2023 - 18,000,000) equity shares of ` 10 each
Out of the above equity shares, 5,400,000 (March 31, 2023 - 5,400,000)
equity shares of ` 10 each have been pledged in respect of loan taken by
CASPIA Hotels Private Limited
SAMHI Hotels (Gurgaon) Private Limited 721.32 721.32
708,760 (March 31, 2023 - 708,760) equity shares of ` 10 each

SAMHI HOTELS LIMITED 197


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

As at As at
March 31, 2024 March 31, 2023
SAMHI JV Business Hotels Private Limited 1,617.05 1,617.05
124,780,000 (March 31, 2023 - 124,780,000) equity shares of ` 10 each
Out of the above equity shares, 124,779,999 (March 31, 2023 - 124,779,999)
equity shares of ` 10 each have been pledged in respect of loan taken by
SAMHI JV Business Hotels Private Limited
Ascent Hotels Private Limited 1,196.00 1,196.00
127,801,486 (March 31, 2023 - 127,801,486) equity shares of ` 10 each
Out of the above equity shares, Nil (March 31, 2023 - 127,801,485) equity
shares of ` 10 each have been pledged in respect of loan taken by Ascent
Hotels Private Limited.
Argon Hotels Private Limited 20.00 20.00
7,770,492 (March 31, 2023 - 7,770,492) equity shares of ` 10 each
Out of the above equity shares 7,770,491 (March 31, 2023 - 7,770,491)
equity shares of ` 10 each have been pledged in respect of loan taken by
Argon Hotels Private Limited
Duet India Hotels (Chennai) Private Limited 184.25 -
4,045,867 (March 31, 2023 - Nil) equity shares of ` 10 each
Duet India Hotels (Hyderabad) Private Limited 132.31 -
4,990,000 (March 31, 2023 - Nil) equity shares of ` 10 each
Duet India Hotels (Pune) Private Limited 795.44 -
46,355,122 (March 31, 2023 - Nil) equity shares of ` 10 each
Duet India Hotels (Ahmedabad) Private Limited 95.67 -
4,323,400 (March 31, 2023 - Nil) equity shares of ` 10 each
Duet India Hotels (Chennai OMR) Private Limited 95.03 -
4,455,473 (March 31, 2023 - Nil) equity shares of ` 10 each
Duet India Hotels (Jaipur) Private Limited* - -
1 (March 31, 2023 - Nil) equity shares of ` 10 each
ACIC Advisory Private Limited 0.09 -
10,000 (March 31, 2023 - Nil) equity shares of ` 10 each
7,627.90 6,325.11
* As at March 31, 2024, amount in absolute terms is ` 17
b) Investments in Preference shares (At cost)
SAMHI Hotels (Ahmedabad) Private Limited 1,260.00 1,260.00
6,300,000 (March 31, 2023 - 6,300,000) 0.001% Compulsory convertible
preference shares of ` 10 each
6,300,000 (March 31, 2023 - Nil) 0.001% Compulsory convertible preference
shares of ` 10 each have been pledged in respect of debentures issued by
SAMHI Hotels (Ahmedabad) Private Limited
Duet India Hotels (Ahmedabad) Private Limited 317.29 -
14,339,218 (March 31, 2023 - Nil) 0.01% Compulsory convertible
cumulative preference shares of ` 10 each
Duet India Hotels (Hyderabad) Private Limited 361.29 -
13,625,806 (March 31, 2023 - Nil) 0.01% Compulsory convertible
cumulative preference shares of ` 10 each
Duet India Hotels (Pune) Private Limited 787.64 -
45,900,572 (March 31, 2023 - Nil) 0.01% Compulsory convertible
cumulative preference shares of ` 10 each
2,726.22 1,260.00

198 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

As at As at
March 31, 2024 March 31, 2023
c) Investment in Debentures (At Cost)
Duet India Hotels (Hyderabad) Private Limited 1,910.32 -
124,538,827 (March 31, 2023 - Nil) Fully Compulsory Convertible
Debentures (FCCD) of ` 10 each
Duet India Hotels (Chennai OMR) Private Limited 199.45 -
58,064,466 (March 31, 2023 - Nil) Fully Compulsory Convertible Debentures
(FCCD) of ` 10 each
Duet India Hotels (Chennai) Private Limited 169.08 -
34,546,693 (March 31, 2023 - Nil) Fully Compulsory Convertible Debentures
(FCCD) of ` 10 each
Duet India Hotels (Ahmedabad) Private Limited 719.09 -
50,459,098 (March 31, 2023 - Nil) Fully Compulsory Convertible Debentures
(FCCD) of ` 10 each
Duet India Hotels (Pune) Private Limited 2,212.02 -
246,531,440 (March 31, 2023 - Nil) Fully Compulsory Convertible
Debentures (FCCD) of ` 10 each
Duet India Hotels (Jaipur) Private Limited 412.24 -
36,234,386 (March 31, 2023 - Nil) Fully Compulsory Convertible Debentures
(FCCD) of ` 10 each
5,622.20 -
d) Deemed investment in subsidiary (At cost)
Interest free loans extended to:#
SAMHI Hotels (Gurgaon) Private Limited 637.54 359.54
CASPIA Hotels Private Limited 3,413.12 2,632.42
SAMHI Hotels (Ahmedabad) Private Limited 555.49 555.49
Barque Hotels Private Limited 3,204.02 2,471.02
SAMHI JV Business Hotels Private Limited 41.96 41.96
Ascent Hotels Private Limited 4,106.46 315.25
Argon Hotels Private Limited 2,050.47 1,881.47
14,009.06 8,257.15
Overdraft facilities at concessional rate:
SAMHI Hotels (Ahmedabad) Private Limited 4.90 4.90
Barque Hotels Private Limited 18.69 18.69
23.59 23.59
Convertible PIK obligation:
Barque Hotels Private Limited * 710.02 710.02
SAMHI JV Business Hotels Private Limited * 806.20 806.20
1,516.22 1,516.22
Investments in subsidiaries - Total 31,525.19 17,382.07
Less: Impairment in value of investment (refer note 56) (4,018.96) (4,169.42)
27,506.23 13,212.65
Aggregate amount of unquoted investments 27,506.23 13,212.65
* Represents the equity component of Convertible PIK obligation of non-convertible debentures issued by Barque
Hotels Private Limited and SAMHI JV Business Hotels Private Limited in the financial year ended March 31, 2022.
# These are interest free loans extended by the Company to its subsidiaries and are repayable at the option of respective
subsidiary companies (perpetual debt). The loans are provided for business purpose requirements of subsidiary
companies.

SAMHI HOTELS LIMITED 199


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

6 NON-CURRENT FINANCIAL ASSETS - LOANS


(Unsecured considered good)
As at As at
March 31, 2024 March 31, 2023
Loan to related parties
Loans to subsidiaries
Ascent Hotels Private Limited* - 1,024.75
Samhi Hotels (Ahmedabad) Private Limited** - 288.63
Loan to Key Management Person# 50.21 50.35
Other Loans
Loan to employees*** 16.81 15.65
67.02 1,379.38
* Terms of loan given to Ascent Hotels Private Limited:
- Loan given for working capital purpose
- Interest rate 11.50% p.a. (March 31, 2023 - 13% p.a)
- Repayable after 5 years from the date of first disbursement
- During the current year, w.e.f. October 01, 2023 the outstanding loan amounting to ` 1,520.91 was converted into
interest free loan repayable at the option of the borrower and accordingly such loan amount has been classified as
deemed investment in subsidiary (refer note 5).
**Terms of loan given to SAMHI Hotels (Ahmedabad) Private Limited:
- Loan given for working capital purpose
- Interest rate 11.50% p.a. (March 31, 2023- 15% p.a.)
- Repayable after 5 years from the date of first disbursement
- During the current year, loan was repaid.
# Includes loan given to Managing Director of the Company on March 29, 2014 for a period of 3 years at an interest rate
of 14.75% per annum on principal loan amount. The initial loan period was extended till March 31, 2024. During the
current year, the interest rate has been revised to 11.50% per annum w.e.f. April 01, 2023 and the period has been further
extended till March 31, 2029. Also, interest free loan amounting to ` 2.50 extended to Chief Financial Officer of the
Company in previous years was repaid during the year ended March 31, 2024. Refer note 39 for related party disclosure.
# Includes interest accrued of ` 29.67 (March 31, 2023 - ` 27.33 )
* Includes interest accrued of ` Nil (March 31, 2023 - ` 124.83)
** Includes interest accrued of ` Nil (March 31, 2023 - ` 49.34)
*** Includes accrued interest of ` 1.16 (March 31, 2023 - ` 0.01)

7 NON-CURRENT FINANCIAL ASSETS - OTHERS


(Unsecured considered good)
As at As at
March 31, 2024 March 31, 2023
Bank deposits due to mature after 12 months from the reporting date* # 190.70 101.71
Security deposits 17.45 15.06
208.15 116.77
* Includes bank deposits under lien amounting to ` 189.18 (March 31, 2023 - ` 98.79)
# including interest accrued on bank deposits of ` 1.52 (March 31, 2023 - ` 2.92)

200 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

8 INCOME TAX ASSETS


As at As at
March 31, 2024 March 31, 2023
Tax deducted at source 25.65 10.39
25.65 10.39

9 INCOME TAX
A: The major components of income tax expense / (income) are
For the year ended For the year ended
March 31, 2024 March 31, 2023
Recognized in profit or loss
Current tax - -
Deferred tax - -
- -
Recognized in Other comprehensive income
Income tax on Other comprehensive income - -
- -

B. Reconciliation of effective tax rate (tax expense and the accounting profit multiplied by Company’s domestic tax
rate)
For the year ended For the year ended
March 31, 2024 March 31, 2023
Tax rate Amount Tax rate Amount
Loss before tax (801.01) (654.03)
Tax using the Company’s domestic tax rate 25.17 (201.60) 25.17 (164.61)
Tax effect of:
Non recognition of deferred taxes on temporary differences (51.14) 409.67 (18.70) 122.33
Non-deductible expenses (0.37) 2.98 (6.32) 41.35
Others 26.35 (211.05) (0.15) 0.93
Effective tax rate - - - -

C: Deferred tax assets / liabilities


As at As at
March 31, 2024 March 31, 2023
Deferred tax assets
Unabsorbed business losses and depreciation 1,000.44 774.73
Impairment in value of investments 986.32 1,049.36
Loss allowance for trade receivables 1.93 2.79
Provision for employee benefits 14.68 17.44
Disallowance under Section 43B of the Income-tax Act, 1961 for accrued 19.50 19.50
interest
Share based payments - 6.56
Right of use assets (Land) 40.93 40.10
Lease liabilities 11.38 15.51
Others 0.65 0.70
2,075.83 1,926.69
Deferred tax liabilities
Property, plant and equipment and Intangible assets (201.54) (196.31)
Loan from subsidiary (143.77) (157.07)

SAMHI HOTELS LIMITED 201


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

As at As at
March 31, 2024 March 31, 2023
Fully Compulsory Convertible Debentures - (247.18)
Long Term Borrowings (4.01) (5.12)
Right of use assets (Building) (11.83) (15.99)
(361.15) (621.67)
Net deferred tax asset / (liability)* 1,714.68 1,305.02
*The Company has significant unabsorbed depreciation and carry forward business losses as per Income Tax Act,
1961. In view of absence of reasonable certainty of sufficient future taxable profits, deferred tax assets has been
recognized to the extent of deferred tax liabilities only.

D. Movement in temporary differences


March 31, 2024
Balance as at Movement Business Balance as at
April 01, during combination March 31,
2023 the period 2024
Deferred tax assets
Unabsorbed business losses and depreciation 774.73 225.71 - 1,000.44
Impairment in value of investments 1,049.36 (63.04) - 986.32
Loss allowance for trade receivables 2.79 (0.86) - 1.93
Provision for employee benefits 17.44 (2.76) - 14.68
Disallowance u/s Section 43B of the Income- 19.50 - - 19.50
tax Act, 1961 for accrued interest
Share based payments 6.56 (6.56) - -
Others 0.70 (0.05) - 0.65
Right of use assets (Land) 40.10 0.83 40.93
Lease liabilities 15.51 (4.13) 11.38
Total 1,926.69 149.15 - 2,075.83

Deferred tax liabilities


Property, plant and equipment and Intangible (196.31) (5.23) - (201.54)
assets
Loan from subsidiary (157.07) 13.30 - (143.77)
Fully Compulsory Convertible Debentures (247.18) 247.18 - -
Long Term Borrowings (5.12) 1.11 - (4.01)
Right of use assets (Building) (15.99) 4.16 (11.83)
Total (621.67) 260.52 - (361.15)
Total 1,305.02 409.67 - 1,714.68

March 31, 2023


Balance as at Movement Business Balance as at
April 01, 2022 during combination March 31,
(Re-presented) the period 2023
Deferred tax assets
Unabsorbed business losses and depreciation 522.74 251.99 - 774.73
Impairment in value of investments 1,049.36 - - 1,049.36
Loss allowance for Trade receivables 0.82 1.97 - 2.79
Provision for employee benefits 18.36 (1.70) 0.78 17.44
Disallowance u/s Section 43B of the Income- 19.50 - - 19.50
tax Act, 1961 for accrued interest

202 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Balance as at Movement Business Balance as at


April 01, 2022 during combination March 31,
(Re-presented) the period 2023
Share based payments 19.27 (12.71) - 6.56
Others 1.23 (0.53) - 0.70
Right of use assets (Land) (77.72) 0.83 116.99 40.10
Lease liabilities 6.35 9.17 - 15.51
Total 1,559.91 249.02 117.77 1,926.69

Deferred tax liabilities


Property, plant and equipment and Intangible (222.92) (3.37) 29.98 (196.31)
assets
Loan from subsidiary (169.91) 12.84 - (157.07)
Fully Compulsory Convertible Debentures (122.39) (124.79) - (247.18)
Long Term Borrowings (4.31) (0.81) - (5.12)
Right of use assets (Building) (5.43) (10.56) - (15.99)
Total (524.97) (126.69) 29.98 (621.67)
Total 1,034.94 122.33 147.75 1,305.02

E. Tax losses carried forward

Tax losses for which no deferred tax asset was recognized with expiry date are as follows:
As at March 31, 2024
Amount Expiry Date
(Financial Year)
Business loss 113.92 2024-25
Business loss 13.65 2027-28
Business loss 233.87 2028-29
Business loss 1,217.43 2029-30
Business loss 519.33 2030-31
1,203.78 2031-32
Unabsorbed depreciation 673.06 Never expire

As at March 31, 2023


Amount Expiry Date
(Financial Year)
Business loss 113.92 2024-25
Business loss 13.65 2027-28
Business loss 233.87 2028-29
Business loss 1,217.43 2029-30
Business loss 919.47 2030-31
Unabsorbed depreciation 579.85 Never expire

10 OTHER NON-CURRENT ASSETS


(Unsecured, considered good)
As at As at
March 31, 2024 March 31, 2023
Prepaid expenses 9.01 2.90
Capital advances 2.58 0.43
11.59 3.33

SAMHI HOTELS LIMITED 203


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

11 INVENTORIES
(valued at the lower of cost or net realizable value)
As at As at
March 31, 2024 March 31, 2023
Food and beverages 4.66 4.47
4.66 4.47
For current assets secured against borrowings, refer note 19.

12 CURRENT FINANCIAL ASSETS - TRADE RECEIVABLES


(Unsecured)
As at As at
March 31, 2024 March 31, 2023
Trade receivables
-Considered good 637.04 269.82
-Credit impaired 4.49 8.30

Unbilled revenue*
-Considered good 17.91 28.87
659.44 306.99
Less: Loss allowance (7.66) (11.10)
651.78 295.89
* Net of advances from customers of ` 13.96 (March 31, 2023 - ` 11.01)
Trade receivable ageing schedule
As at March 31, 2024
Particulars Outstanding for following periods from the date of transaction
Unbilled Less than 6 months 1-2 2-3 More than Total
Revenue 6 months - 1 year years years 3 years
Undisputed Trade receivables – 17.91 400.76 203.63 32.65 - - 654.95
considered good
Undisputed Trade receivables – - - - 1.46 0.68 2.35 4.49
credit impaired
Total 17.91 400.76 203.63 34.11 0.68 2.35 659.44

As at March 31, 2023


Particulars Outstanding for following periods from the date of transaction
Unbilled Less than 6 months 1-2 2-3 More than Total
Revenue 6 months - 1 year years years 3 years
Undisputed Trade receivables – 28.87 257.62 10.06 2.14 - - 298.69
considered good
Undisputed Trade receivables – - 2.48 - 1.55 1.96 2.31 8.30
credit impaired
Total 28.87 260.10 10.06 3.69 1.96 2.31 306.99
a) The Company’s exposure to credit and currency risks, and loss allowances related to trade receivables are disclosed
in Note 40.
b) There are no disputed trade receivables as at March 31, 2024 and March 31, 2023.
c) For receivables secured against borrowings, refer note 19.
d) For receivables from related parties, refer note 39.

204 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

13 CURRENT FINANCIAL ASSETS - CASH AND CASH EQUIVALENTS


As at As at
March 31, 2024 March 31, 2023
Balances with banks
- in current accounts 751.74 595.90
- in deposit accounts (with original maturity of 3 months or less)# 46.93 7.50
Cash on hand 1.72 0.57
800.39 603.97
# Includes interest accrued on bank deposits amounting to ` 0.07 (March 31, 2023 - ` Nil)

14 CURRENT FINANCIAL ASSETS - BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS ABOVE
As at As at
March 31, 2024 March 31, 2023
Bank deposits (original maturity of more than 3 months but less than 12 13.07 10.32
months)*
13.07 10.32
* includes interest accrued on bank deposit amounting to ` 0.07 (March 31, 2023 - ` 0.32)

14A CURRENT FINANCIAL ASSETS - LOANS


(Unsecured, considered good)
As at As at
March 31, 2024 March 31, 2023
Loan to employees - 0.26
- 0.26

15 CURRENT FINANCIAL ASSETS - OTHERS


(Unsecured, considered good)
As at As at
March 31, 2024 March 31, 2023
Bank deposits (due to mature within 12 months from the reporting date)* - 6.94
Security deposits 30.00 -
Receivables from employees (refer note 45) 157.08 -
Indemnity receivables (refer note 55) 100.00 -
Receivables from sale of investment (refer note 58) 530.59 -
Other receivables** 0.30 21.44
817.97 28.38
* includes interest accrued on bank deposits amounting to ` Nil (March 31, 2023 - ` 1.22)
** As at March 31, 2023, Other receivables included ` 21.44 incurred by the Company in relation to Offer for sale through
Proposed Initial Public Offer (‘IPO’) by existing shareholders.

SAMHI HOTELS LIMITED 205


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

16 OTHER CURRENT ASSETS


(Unsecured, considered good)
As at As at
March 31, 2024 March 31, 2023
Staff advance 0.38 -
Balance with statutory authorities 17.24 15.89
Advance to suppliers 8.20 4.75
Prepaid expenses*# 26.80 166.03
52.62 186.67
* includes current portion of non-current prepaid expenses amounting to ` 4.99 (March 31, 2023 - ` 1.06)
# Includes ` Nil (March 31, 2023 - ` 128.95) incurred by the Holding Company in relation to Company’s plan of raising funds
from capital market through Proposed Initial Public Offer (‘IPO’). This amount has been adjusted against the securities
premium on issue of equity shares in the current year. (refer note 18).

17 EQUITY SHARE CAPITAL


As at March 31, 2024 As at March 31, 2023
Number of Amount Number of Amount
shares shares
Authorized share capital
Equity shares of ` 1 each 250,000,000 250.00 250,000,000 250.00
250,000,000 250.00 250,000,000 250.00
Issued, subscribed and fully paid up
Equity shares of ` 1 each 220,006,495 220.01 85,334,550 85.33
220,006,495 220.01 85,334,550 85.33

a) Reconciliation of the equity shares outstanding at the beginning and at the end of reporting period
For the year ended For the year ended
March 31, 2024 March 31, 2023
Number of Amount Number of Amount
shares shares
Equity shares
Balance at the beginning of the year 85,334,550 85.33 76,270,704 76.27
Add : Issued during the year (refer note 19, 45, 54 and 57) 134,671,945 134.68 9,063,846 9.06
Balance at the end of the year 220,006,495 220.01 85,334,550 85.33
b) Rights, preferences and restrictions attached to equity shares
The Company has only one class of equity shares having the par value of ` 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.

206 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

c) Details of shareholders holding more than 5% equity shares


As at March 31, 2024 As at March 31, 2023
Number of % of Number of % of
shares holding shares holding
Equity shares
ACIC Mauritius 1 33,143,887 15.06% - -
Government of Singapore 17,490,578 7.95% - -
Goldman Sachs Investments Holdings (Asia) Limited 17,092,202 7.77% 22,023,692 25.81%
GTI Capital Alpha Private Limited 13,607,395 6.18% 13,747,395 16.11%
Sbi Multicap Fund 14,098,446 6.41% - -
Blue Chandra Pte. Limited - - 37,641,140 44.11%
Sarvara Investment Fund I - - 8,202,419 9.61%
d) Shares reserved for issue under options
Refer note 45 for details of shares issued Employee Stock Option Plan of the Company.
Refer note 19 for shares reserved and conversion terms in respect of Fully Compulsory Convertible Debentures
(FCCD), Optionally convertible debentures (unsecured), and Non Convertible Debentures (secured).
e) There is no Promoter shareholding in the Company.
f) During the last five year period, 46,526,527 (March 31, 2023: 9,063,846) equity shares of face value ` 1 each have
been allotted as fully paid up pursuant to the following:
Nature of Transactions As at As at
March 31, 2024 March 31, 2023
Conversion of Optionally convertible debentures (unsecured) and Non 9,063,846 9,063,846
Convertible Debentures (secured)
Acquisition of ACIC portfolio (refer note 57) 37,462,680 -
Conversion of Fully Compulsory Convertible Debentures (unsecured) 1 -
(refer note 19)
Total 46,526,527 9,063,846
g) 
The shareholders at the Annual General Meeting (‘AGM”) of the Company held on December 22, 2022, approved the
increase of the existing authorized share capital of the Company from ` 130 to ` 250.

18 OTHER EQUITY
As at As at
March 31, 2024 March 31, 2023
Amalgamation adjustment deficit account (233.16) (233.16)
Retained earnings (5,183.90) (4,384.01)
Share options outstanding account 198.69 26.06
Securities premium 33,169.38 12,673.28
27,951.01 8,082.17
a) Retained earnings
As at As at
March 31, 2024 March 31, 2023
Balance at the beginning of the year (4,384.01) (3,804.23)
Transfer from share options outstanding account (refer note 45) - 76.58
Loss for the year (801.01) (654.03)
Re-measurement of defined benefit plans 1.12 (2.33)
Balance at the year end (5,183.90) (4,384.01)
Retained earnings represent the amount of accumulated losses of the Company.

SAMHI HOTELS LIMITED 207


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

b) Share options outstanding account


As at As at
March 31, 2024 March 31, 2023
Balance at the beginning of the year 26.06 76.58
Equity settled share based payment (refer note 45) 459.51 26.06
Transferred to retained earnings (refer note 45) - (76.58)
Transfer to share premium on issue of equity shares (refer note 45) (286.88) -
Balance at the year end 198.69 26.06
The Company has established equity setted shared based payment plan for certain categories of employees of the
Company. Refer note 45 for further details on this plan.
c) Securities premium
As at As at
March 31, 2024 March 31, 2023
Balance at the beginning of the year 12,673.28 11,006.89
Add : Additions on issue of equity shares (refer note 19, 54 and 57) 20,789.09 1,666.39
Add: Transfer from share options outstanding account 286.88 -
Less : Share issue expenses (refer note 54 and 57) (579.87) -
Balance at the year end 33,169.38 12,673.28
Securities premium is used to record the premium received on issue of shares. It is utilized in accordance with the
provisions of the Companies Act, 2013.
d) Remeasurement of defined benefit plans
As at As at
March 31, 2024 March 31, 2023
Balance at the beginning of the year - -
Remeasurement of defined benefit liability (net of tax) 1.12 (2.33)
Transferred to retained earnings (1.12) 2.33
Balance at the year end - -
Remeasurements of defined benefit liability / asset comprises actuarial gains and losses.
e) Amalgamation adjustment deficit account (refer note 53)
As at As at
March 31, 2024 March 31, 2023
Balance at the beginning of the year (233.16) (233.16)
Transferred to retained earnings - -
Balance at the year end (233.16) (233.16)

19 NON-CURRENT FINANCIAL LIABILITIES - BORROWINGS


As at As at
March 31, 2024 March 31, 2023
Term loan from banks (secured) 2,221.68 3,024.41
Less: Current maturities of long term borrowings (refer note 22) (55.56) (486.02)
2,166.12 2,538.39

Term loans from financial institution (secured) 595.57 1,316.49


Less: Interest accrued on borrowings (refer note 25) - (24.10)
Less: Current maturities of long term borrowings (refer note 22) (100.00) (742.50)
495.57 549.89

208 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

As at As at
March 31, 2024 March 31, 2023
Vehicle loans (secured) 8.01 8.81
Less: Current maturities of long term borrowings (refer note 22) (0.85) (0.76)
7.16 8.05

Loan from subsidiary (unsecured) 713.68 1,460.09


3,382.53 4,556.42

Fully Compulsory Convertible Debentures (unsecured)


Nil (March 31, 2023 - 1,260,000) 8.5 % Fully Compulsory Convertible - 1,639.96
Debentures (FCCD) of ` 1,000 each held by International Finance Corporation
(IFC)
Less: Current maturities (refer note 22) - (1,639.96)

Non Convertible Debentures (unsecured) # - 1,832.19


Nil (March 31, 2023 - 1,095), 25.00% Non Convertible Debenture of ` 1,000,000
each
Less: Current maturities (refer note 22) - (1,240.90)
- 591.29
3,382.53 5,147.71
Terms and conditions in respect of non-current borrowings :
(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

SAMHI HOTELS LIMITED 209


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

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.

210 ANNUAL REPORT 2023-24


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

(e) Term loans from banks and financial institutions:


Particulars Carrying amount Sanctioned Interest rate Repayment Terms Security details

SAMHI HOTELS LIMITED


as on amount (` charged per annum
March March mn) March March
31, 2024 31, 2023 31, 2024 31, 2023
Term loans
from Banks
IndusInd Bank 786.76 1,236.07 1,378.52 9.25% 9.25% Tranche 1 During the year ended March Term loans from bank is secured by-
Limited 31, 2021, the Company had obtained Primary Security:
working capital term loan amounting to `
1. Second charge on all immovable fixed assets of
488.40 (under ECLGS scheme).
Fairfield by Marriott Bengaluru Rajajinagar and
The loan is repayable in 48 monthly Fairfield by Marriott, Sriperumbudur (Hotels).
installments after 12 months from first
2. Second charge on all movable fixed assets of the
disbursement date i.e. February 06, 2021.
above hotels, both present and future.
Interest shall be payable at monthly
intervals. 3. Second charge on all current assets of the above
hotels both present and future.
Tranche 2 During the year ended March
31, 2022, the Company had obtained 4. Second charge on all the cash flows of the above
working capital term loan amounting to ` hotels both present and future.
488.40 (under ECLGS scheme).
The loan is repayable in 48 monthly
installments after 24 months from first
disbursement date i.e. September 30,
2021. Interest shall be payable at monthly
intervals.
Tranche 3 During the year ended March
31, 2023, the Company had obtained
working capital term loan amounting to `
401.72 (under ECLGS scheme).
The loan is repayable in 48 monthly
installments after 24 months from first
disbursement date i.e. August 29, 2022.
Interest shall be payable at monthly
intervals.
FINANCIAL STATEMENTS

211
NOTES TO THE STANDALONE FINANCIAL STATEMENTS

212
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying amount Sanctioned Interest rate Repayment Terms Security details
as on amount (` charged per annum
March March mn) March March
31, 2024 31, 2023 31, 2024 31, 2023
IndusInd Bank 1,434.92 1,539.50 1,603.10 8.00% 9.00% The loan is repayable in 56 structured Term loan from bank is secured by first charge:
Limited quarterly installments after 15 months 1. First charge on all immovable fixed assets of
of moratorium commencing from Fairfield by Marriott Bengaluru, Rajajinagar and
September 30, 2020 till June 30, 2034. Fairfield by Marriott, Sriperumbudur (Hotels).
2. First charge on all movable fixed assets of the
Hotels, both present and future.
3. Security cover/FACR of 1.25x (considering value
of movable and immovable fixed assets) during
the entire tenor of facilities.
4. First charge on all current assets of the Hotels
both present and future.
5. First charge on all the cash flows of the Hotels
both present and future.
6. Cross collateralization of all assets and cash
flows of hotels.
7. Further, the Company shall maintain DSRA
equivalent to one quarter principal and interest
repayment due in the form of fixed deposits duly
lien marked in favor of the bank.
The Company has defaulted in meeting certain financial
covenants as mentioned in the loan agreement,
although no intimation from bank has been received
for recalling the said facility. Subsequent to March 31,
2024, the Company has sought and received waiver
letter from the lender.”

ANNUAL REPORT 2023-24


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying amount Sanctioned Interest rate Repayment Terms Security details
as on amount (` charged per annum

SAMHI HOTELS LIMITED


March March mn) March March
31, 2024 31, 2023 31, 2024 31, 2023
DBS Bank - 248.84 249.39 11.00% 11.00% The loan was repayable as bullet Term loans from bank was secured by
India Limited repayment after 24 months from first 1. Second charge on all immovable fixed assets of
disbursement date i.e. February 24, 2022. the Ascent Hotels Private Limited (“Subsidiary”) in
This loan has been repaid in full during the Project (including the hotel property and land)
the current year. both present and future.
2. Second charge on all movable fixed assets of the
Subsidiary in the Project, both present and future.
3. Second charge on all current assets of the
Subsidiary in the Project, both present and future.
4. Charge by way of pledge over 99% shares of the
subsidiary.
Term
loans from
Financial
institution
Piramal - 766.61 750.00 15.75% 15.50% Repayable in 7 quarterly installments Loans from Piramal Capital & Housing Finance Limited
Capital & starting from July 2022 of ` 17.50 and is secured by way of:
Housing bullet repayment of ` 732.50 at the end of (i) First ranking pari passu charge, by way of a
Finance 8th quarter. This loan has been repaid in memorandum of deposit of title deeds, over
Limited full during the current year. the Hyderabad Property in SAMHI Hotels
(Ahmedabad) Private Limited (“Subsidiary”)
(ii) First ranking pari passu charge under a deed
of hypothecation inter alia over the Hyderabad
Receivables, and the accounts created pursuant
to the Hyderabad Escrow Agreement.
(iii) Demand promissory note executed by the
Company for ` 750.00 for the benefit of the Lender
(iv) Non-disposal undertaking from the Company
for 100% (hundred percent) of the shares of
Hyderabad Borrower (“NDU”)
FINANCIAL STATEMENTS

213
NOTES TO THE STANDALONE FINANCIAL STATEMENTS

214
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying amount Sanctioned Interest rate Repayment Terms Security details
as on amount (` charged per annum
March March mn) March March
31, 2024 31, 2023 31, 2024 31, 2023
(v) Undertaking cum guarantee provided by the
Company and the Pune Borrower (Ascent Hotels
Private Limited) for utilization of any surplus from
Pune Asset deposited in the Promoter (“”SAMHI
Hotels Limited””) Escrow Account towards
repayment of Outstanding Amounts
STCI Finance 595.57 549.88 600.00 11.75% 12.75% The term loan is repayable in 16 Loans from STCI Finance Limited is secured by way of:
Limited quarterly installments after 12 months (i) First exclusive charge by equitable mortgage on
of moratorium from date of first hotel “Caspia” Shalimar Bagh Delhi
disbursement i.e. March 29, 2023.
(ii) First charge on the receivables of the borrower
from its subsidiaries towards common cost
allocation.
(iii) First exclusive charge on the Receivables from the
Hotel Caspia Shalimar Bagh Delhi.
Vehicle
loans from
Financial
institution
BMW 8.01 8.81 9.00 11.25% 11.25% Repayable in 60 monthly installments It is secured by way of hypothecation against the
Financial respective vehicles
Services
The Company did not have any continuing defaults in the repayment of loans and interest.
For information about the Company’s exposure to interest rate and liquidity risks refer note 40.

ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

20 NON-CURRENT FINANCIAL LIABILITIES - LEASE LIABILITIES


As at As at
March 31, 2024 March 31, 2023
Lease liabilities (refer note 46) 28.68 45.23
28.68 45.23

21 NON-CURRENT PROVISIONS
As at As at
March 31, 2024 March 31, 2023
Provision for employee benefits
Gratuity (refer note 31) 21.94 19.89
Compensated absences (refer note 31) 19.91 15.42
Other provisions
Decommissioning liability * 1.04 1.03
42.89 36.34
* Movement in Decommissioning liability
Opening balance 1.03 1.02
Provision made during the year 0.01 0.01
Provisions utilized during the year - -
Closing balance 1.04 1.03
A provision has been recognised for decommissioning liabilities associated with office premises taken on operating lease.
As per the lease agreement, the Company is required to restore the office premises to the original condition.

22 CURRENT FINANCIAL LIABILITIES - BORROWINGS


As at As at
March 31, 2024 March 31, 2023
(Secured)
Current maturities of long-term borrowings (refer note 19) 156.41 1,229.28
(Unsecured)
Loan from subsidiary* 90.27 -
Current maturities of Non Convertible Debentures (refer note 19) - 1,240.90
Nil (March 31, 2023 - 720) , 25.00% Non Convertible Debenture of ` 1,000,000
each
Current maturities of Fully Compulsory Convertible Debentures (refer note 19) - 1,639.96
Nil (March 31, 2023 - 1,260,000) 8.5 % Fully Compulsory Convertible Debentures
(FCCD) of ` 1,000 each held by International Finance Corporation (IFC)
246.68 4,110.14
* Includes interest accrued of ` 0.27 (March 31, 2023 - Nil), represents loan received from Duet India Hotels (Pune) Private
Limited carrying interest rate of 11.5% p.a for general corporate purposes, re-payable within 12 months.

SAMHI HOTELS LIMITED 215


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

23 CURRENT FINANCIAL LIABILITIES - LEASE LIABILITIES


As at As at
March 31, 2024 March 31, 2023
Lease liabilities (refer note 46 ) 16.55 16.40
16.55 16.40

24 CURRENT FINANCIAL LIABILITIES - TRADE PAYABLES


As at As at
March 31, 2024 March 31, 2023
Trade payables
- total outstanding dues of micro enterprises and small enterprises 3.53 13.82
(MSME)
- total outstanding dues of creditors other than micro enterprises and 246.55 418.36
small enterprises
250.08 432.18
a) Refer note 44 for disclosures under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED).
b) Refer note 39 for related party disclosure
c) The Company’s exposure to currency and liquidity risks related to trade payables is disclosed in Note 40.

Trade payables ageing schedule


As at March 31, 2024
Particulars Outstanding for following periods from the date of transaction
Accrued Less than 1-2 2-3 More than Total
expenses 1 year years years 3 years
MSME - 3.22 0.14 0.17 - 3.53
Others 64.35 94.59 66.44 10.47 10.70 246.55
Total 64.35 97.81 66.58 10.64 10.70 250.08
As at March 31, 2023
Particulars Outstanding for following periods from the date of transaction
Accrued Less than 1-2 2-3 More than Total
expenses 1 year years years 3 years
MSME - 12.65 0.19 0.37 0.61 13.82
Others 158.65 140.88 39.32 32.53 46.98 418.36
Total 158.65 153.53 39.51 32.90 47.59 432.18
The Company does not have any disputed dues which are payable as at March 31, 2024 and March 31, 2023.

25 CURRENT FINANCIAL LIABILITIES - OTHERS


As at As at
March 31, 2024 March 31, 2023
Employee related payables 15.10 22.34
Payable for capital assets 2.16 2.44
Interest accrued on borrowings (refer note 19) - 24.10
Other payables 0.38 -
17.64 48.88

216 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

26 OTHER CURRENT LIABILITIES


As at As at
March 31, 2024 March 31, 2023
Advance from customers 6.18 9.39
Other advances* - 19.56
Statutory dues payable 229.91 92.36
236.09 121.31
* Refer note 39 for related party disclosure

27 CURRENT PROVISIONS
As at As at
March 31, 2024 March 31, 2023
Provision for employee benefits
Gratuity (refer note 31) 5.81 5.23
Compensated absences (refer note 31) 5.39 10.30
11.20 15.53

28 REVENUE FROM OPERATIONS


For the year ended For the year ended
March 31, 2024 March 31, 2023
Sale of services
- Room revenue 597.65 525.16
- Food and beverage revenue 216.19 194.27
- Recreation and other services* 691.77 306.88
1,505.61 1,026.31
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 recognized when payment
is received before the related performance obligation is satisfied. This includes advances received from the customer
towards rooms / restaurant/ banquets. Revenue is recognized 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.
* Recreation and other services include service income from subsidiaries of ` 669.11 for year ended March 31, 2024
(March 31, 2023: ` 291.13)
As at As at
March 31, 2024 March 31, 2023
Contract liabilities
Advance from customers* 6.18 9.39
* Revenue of ` 8.85 (March 31, 2023- ` 6.49) recognized in the reporting period was included in advance from customer
balance at the beginning of the period.
As at As at
March 31, 2024 March 31, 2023
Trade receivables 651.78 295.89
Note: Considering the nature of business of the Company, the above trade receivables are converted into cash within the
same operating cycle.

SAMHI HOTELS LIMITED 217


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

29 OTHER INCOME
For the year ended For the year ended
March 31, 2024 March 31, 2023
Interest income from financial assets at amortized cost
- on bank deposits 55.23 9.42
- on loan to subsidiaries 85.54 173.91
- on others 3.51 3.97
Provision no longer required written back 3.44 3.15
Interest on income tax refund 0.86 1.93
Unwinding of discount on security deposit 0.88 0.45
Miscellaneous income 1.76 0.02
151.22 192.85

30 COST OF MATERIALS CONSUMED


For the year ended For the year ended
March 31, 2024 March 31, 2023
Consumption of food and beverages
Inventory at the beginning of the year 4.47 2.89
Add : Purchases during the year 61.17 59.04
Inventory at the end of the year (4.66) (4.47)
60.98 57.46

31 EMPLOYEE BENEFITS EXPENSE


For the year ended For the year ended
March 31, 2024 March 31, 2023
Salaries, wages and bonus 422.23 266.08
Contribution to provident fund and other funds (refer 'a' below) 13.62 14.84
Compensated absences (refer 'b' below) 0.22 18.67
Staff welfare expenses 26.62 18.43
462.69 318.02
a. Defined contribution plans
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 accrue. The amount recognized as an expense towards contribution
to Provident Fund, Labour Welfare Fund and Employees’ State Insurance for the year aggregated to ` 13.62 (March
31, 2023 - ` 14.84).
b. Compensated absences
The principal assumptions used in determining the obligation are as given below:
For the year ended For the year ended
March 31, 2024 March 31, 2023
% %
Discounting rate 7.15 7.04
Salary growth rate 5.50 5.50

218 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

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:-
i) Expense recognized in Standalone Statement of Profit and Loss
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Current service cost 2.76 2.66
Interest cost 1.63 1.20
Total expenses recognized in the Standalone Statement of Profit 4.39 3.86
and Loss
ii) Remeasurements recognized directly in other comprehensive income/(loss)
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Net actuarial (gain)/loss recognized in the year
- changes in demographic assumptions 0.04 (0.12)
- changes in financial assumptions (0.05) (1.78)
- changes in experience adjustments (1.11) 4.23
Amount to be recognized in other comprehensive income/(loss) (1.12) 2.33
iii) Change in present value of benefit obligation
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Present value of obligation as at the beginning of the year 25.12 23.14
Acquisition adjustment - -
Current service cost 2.76 2.66
Interest cost 1.63 1.20
Actuarial (gain)/loss (1.12) 2.33
Benefits paid (0.64) (4.21)
Present value of obligation as at the end of the year 27.75 25.12

SAMHI HOTELS LIMITED 219


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

iv) Amounts to be recognized in Standalone Balance Sheet


Particulars As at As at
March 31, 2024 March 31, 2023
Present value of the defined benefit obligation at the end of the year 27.75 25.12
Funded status - -
Net liability recognized in the Standalone Balance Sheet (27.75) (25.12)

Current 5.81 5.23


Non-Current 21.94 19.89
v) The Principal assumptions used in determining the gratuity benefit obligation are as given below
Particulars As at As at
March 31, 2024 March 31, 2023
% %
Discounting rate (i) 7.15 7.04
Salary growth rate (ii) 5.50 5.50
(i) The discount rate is generally based upon the market yields available on Government bonds at the
accounting date with a term that matches that of the liabilities.
(ii) The salary growth rate takes account of inflation, seniority, promotion and other relevant factors on long
term basis.
Demographic assumptions
Particulars As at As at
March 31, 2024 March 31, 2023
Retirement age (years) 58.00 58.00
Mortality Table IALM (2012-2014) IALM (2012-2014)
ultimate table ultimate table
Withdrawal Rate % %
Corporate location 18.00 18.00
Bangalore location 83.00 83.00
Chennai location 52.00 52.00
Delhi location 58.00 58.00
The average duration of the defined benefit plan obligation at the end of the reporting period is 1.59 years
(March 31, 2023: 1.60 years).
vi) The Company best estimate of expense for the next year is ` 5.15 (March 31, 2023 - ` 3.88)
Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefit obligation by the amounts shown below.
March 31, 2024
Increase* Decrease*
Discount rate (0.5% movement) (0.50) 0.51
Salary growth rate (0.5% movement) 0.52 (0.51)

March 31, 2023


Increase* Decrease*
Discount rate (0.5% movement) (0.45) 0.46
Salary growth rate (0.5% movement) 0.47 (0.45)
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it
does provide an approximation of the sensitivity of the assumptions shown.

220 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

* Positive amount represents increase in provision


* Negative amount represents decrease in provision
Sensitivity changes due to withdrawal and mortality are not material and hence not disclosed.
There was no change in the method and assumptions used in preparing the sensitivity analysis from prior years.
d). Maturity profile of defined benefit obligation
Year As at As at
March 31, 2024 March 31, 2023
0 to 1 year 5.81 5.23
1 to 2 year 3.97 4.08
2 to 3 year 3.33 3.07
3 to 4 year 2.07 2.42
4 to 5 year 2.07 2.42
5 to 6 year 1.69 1.46
6 year onwards 8.81 6.44
Total 27.75 25.12

32 FINANCE COSTS
For the year ended For the year ended
March 31, 2024 March 31, 2023
Interest expense on financial liabilities carried at amortized cost
- Fully Compulsory Convertible Debentures* (165.74) (240.64)
- Non Convertible Debentures 806.89 468.10
- Optionally Convertible Debentures - 68.08
- Vehicle loan 0.95 0.54
- Loans from banks and financial institutions # 359.08 408.59
- Loan from subsidiaries 132.31 223.72
- Others - 1.00
- Lease liabilities 3.09 1.78
Interest expense on delay in deposit of statutory dues 11.42 19.23
Other finance costs 35.07 21.70
Unwinding of discount on asset retirement obligation - 0.01
1,183.07 972.11
* Includes gain on remeasurement of cash flows amounting to ` 215.99 (March 31, 2023 - ` 251.58).
# Net of interest income on bank deposits of ` 2.50 (March 31, 2023 - ` 5.26) made out of loan funds.

33 DEPRECIATION AND AMORTIZATION EXPENSE


For the year ended For the year ended
March 31, 2024 March 31, 2023
Depreciation of property, plant and equipment 70.15 73.75
Depreciation on right-to-use assets 19.85 17.73
Amortization of other intangible assets 2.28 5.11
92.28 96.59

SAMHI HOTELS LIMITED 221


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

34 OTHER EXPENSES
For the year ended For the year ended
March 31, 2024 March 31, 2023
Repair and maintenance
- Building 32.04 21.33
- Machinery 20.97 11.72
- Others 4.90 18.06
Advertisement and business promotion 32.94 21.01
Commission 21.08 19.06
Communication 3.52 3.36
Consumption of stores and supplies 34.12 30.16
Contractual labour 16.44 13.62
General administration expenses 11.27 10.92
Hotel running expenses 1.84 3.95
Insurance 1.70 3.12
Director's sitting fees 9.50 0.60
Legal and professional charges 56.29 40.09
Loss on foreign exchange fluctuation (net) 3.17 9.09
Loss on disposal of property, plant and equipment - 0.54
Management and incentive fees 34.62 30.67
Payment to auditors (refer below)*# 16.83 2.73
Power, fuel and water 82.44 67.35
Loss allowance on trade receivables - 7.85
Rates and taxes 29.36 28.87
Training expenses 1.75 1.12
Travelling and conveyance 34.10 31.74
Miscellaneous expenses 0.90 3.58
449.78 380.54
*Payment to auditors comprises
As Auditors
Statutory audit 7.70 2.42
Reimbursement of expenses 1.33 0.31
Limited reviews 7.00 -
Other services 0.80 -
16.83 2.73
# Excludes fees and reimbursement of expenses paid to statutory auditors amounting to ` 26.70 (March 31, 2023 -
` 53.54) for IPO related services.

35 EXCEPTIONAL ITEMS
For the year ended For the year ended
March 31, 2024 March 31, 2023
Initial Public Offering (IPO) related costs - 22.41
Provision for impairment of investment in subsidiary (refer note 55 and 56) 740.27 -
Reversal of provision for impairment of investment in subsidiary (refer note (990.74) -
55 and 56)
(250.47) 22.41

222 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

36 EARNINGS/(LOSS) PER SHARE (EPS)


Basic EPS is 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 is 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.
For the year ended For the year ended
March 31, 2024 March 31, 2023
Net loss attributable to equity shareholders (801.01) (654.03)
Weighted average number of equity shares for calculation of basic EPS 159,891,395 77,071,295
Weighted average number of equity shares for calculation of diluted EPS* # 159,891,395 77,071,295
Nominal value of equity share (`) 1 1
Basic earnings/(loss) per share (`) (5.01) (8.49)
Diluted earnings/(loss) per share (`) (5.01) (8.49)
Calculation of weighted average number of equity shares for Basic EPS:
Number of shares at the beginning of the year 85,334,550 76,270,704
Effect of shares issued in relation to equity component of non convertible - 741,589
debentures (refer note 19)
Effect of shares issued in relation to optionally convertible debentures - 59,002
(unsecured) (refer note 19)
Effect of shares issued in relation to acquisition (refer note 57) 24,053,906 -
Effect of shares issued in relation to fully compulsory convertible debentures 1 -
(unsecured) (refer note 19)
Effect of shares issued in relation to Initial public offering (refer note 54) 50,481,395 -
Effect of shares issued in relation to equity settled share based payments 21,543 -
(refer note 45)
Number of shares outstanding at the end of the year 159,891,395 77,071,295
* The outstanding potential equity shares have an anti-dilutive effect on EPS. Hence, the same have not been considered
for calculation of diluted earnings/(loss) per share.
# Also refer note 45

37 COMMITMENTS AND CONTINGENT LIABILITIES

a) Commitments
Going concern support in form of funding and operational support letters issued by the Company in favor of SAMHI
JV 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, Paulmech Hospitality Private Limited, Duet India Hotels (Hyderabad) Private Limited and Duet India
Hotels (Chennai OMR) Private Limited.

b) Contingent liabilities
Particulars As at March 31, 2024 As at March 31, 2023
Number of Amount Number of Amount
shares shares
Income Tax Act, 1961 18.13 - 18.13 -
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
Act, 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.

SAMHI HOTELS LIMITED 223


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

ii) The Company has received an assessment order for financial year 2015-16 whereby an addition of ` 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 the 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 all major decisions with respect to 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.
C. Information about major customers (from external customers)
The Company does not derive revenue from one customer which would amount to 10 percent or more of the entity’s
revenue.

39 RELATED PARTY DISCLOSURES


(a) Related party and nature of related party relationship where control exists:
Description of relationship Name of the Party
Subsidiaries (including step-down subsidiaries) SAMHI JV Business Hotels Private Limited
SAMHI Hotels (Gurgaon) Private Limited
Barque Hotels Private Limited
SAMHI Hotels (Ahmedabad) Private Limited
CASPIA Hotels Private Limited
Ascent Hotels Private Limited
Argon Hotels Private Limited
Paulmech Hospitality Private Limited (“Step-down subsidiary”)
 uet India Hotels (Ahmedabad) Private Limited
D
(w.e.f. August 10, 2023)
 uet India Hotels (Hyderabad) Private Limited
D
(w.e.f. August 10, 2023)
Duet India Hotels (Pune) Private Limited (w.e.f. August 10, 2023)
Duet India Hotels (Chennai) Private Limited
(w.e.f. August 10, 2023)
Duet India Hotels (Chennai OMR) Private Limited
(w.e.f. August 10, 2023)
ACIC Advisory Private Limited (w.e.f. August 10, 2023)
Duet India Hotels (Navi Mumbai) Private Limited
(“Step-down subsidiary”) (w.e.f. August 10, 2023)
Duet India Hotels (Bangalore) Private Limited
(“Step-down subsidiary”) (w.e.f. August 10, 2023)
Duet India Hotels (Jaipur) Private Limited
(“Step-down subsidiary”) (w.e.f. August 10, 2023)

224 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

(b) Other related parties with whom transactions have taken during the current year / previous year:

Description of relationship Name of the Party


Entities having significant influence Blue Chandra Pte Limited (till September 22, 2023)
GTI Capital Alpha Private Limited
Goldman Sachs Investment Holdings (Asia) Limited
(till September 22, 2023)
ACIC Mauritius 1 (w.e.f. August 10, 2023)
ACIC Mauritius 2 (w.e.f. August 10, 2023)
Key managerial personnel (KMP) Ashish Jakhanwala (Chairman, Managing Director and CEO)
Rajat Mehra (Chief Financial Officer)
Archana Capoor (Independent Director)
Manav Thadani (Director)
Krishan Dhawan (Independent Director)
Aditya Jain (Independent Director)
Michael Peter Schulhof (Director)
Michael David Holland (Independent Director)
Relative of key managerial personnel (KMP) Arti Jakhanwala (Spouse of Ashish Jakhanwala)
Enterprises in which KMP have control or exercise Thadani Ventures LLP
significant influence (Manav Thadani)
(c) Related party transactions during the current year / previous year:
Particulars Subsidiaries (including Key Managerial Personnel (KMP),
step-down subsidiaries) Relatives of KMP and Enterprises
in which KMP have control or
exercise significant influence
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
Unsecured loans given to subsidiary
Argon Hotels Private Limited - 11.50 - -
Ascent Hotels Private Limited 433.50 91.42 - -
SAMHI JV Business Hotels Private Limited 500.00 - - -
SAMHI Hotels (Ahmedabad) Private 25.50 412.25 - -
Limited
Repayment of unsecured loan
Argon Hotels Private Limited - 134.25 - -
SAMHI Hotels (Ahmedabad) Private 264.78 172.97 - -
Limited
Interest expense
SAMHI JV Business Hotels Private Limited 132.03 223.09 - -
SAMHI Hotels (Ahmedabad) Private - 0.63 - -
Limited
Duet India Hotels (Pune) Private Limited 0.28 - - -
Arti Jakhanwala - - - 7.51
Thadani Ventures LLP - - - 25.40
Interest income on unsecured loan
Argon Hotels Private Limited - 10.91 - -
Ascent Hotels Private Limited 62.81 113.42 - -
SAMHI Hotels (Ahmedabad) Private 9.13 49.59 - -
Limited
SAMHI JV Business Hotels Private Limited 13.60 - - -
Ashish Jakhanwala - - 2.36 3.03

SAMHI HOTELS LIMITED 225


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Subsidiaries (including Key Managerial Personnel (KMP),


step-down subsidiaries) Relatives of KMP and Enterprises
in which KMP have control or
exercise significant influence
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
Unsecured loan given - directly
recognized as deemed investment
Barque Hotels Private Limited 733.00 20.00 - -
CASPIA Hotels Private Limited 780.70 - - -
SAMHI Hotels (Gurgaon) Private Limited 278.00 - - -
SAMHI Hotels (Ahmedabad) Private 82.13 - - -
Limited
Argon Hotels Private Limited 169.00 - - -
Ascent Hotels Private Limited 2,715.00 - - -
Repayment of unsecured loan given
- directly recognized as deemed
investment
Ascent Hotels Private Limited 444.70 - - -
SAMHI Hotels (Ahmedabad) Private 82.13 - - -
Limited
Argon Hotels Private Limited (refer note 3 - 850.00 - -
below)
Issue of equity share capital (including
share premium)
Arti Jakhanwala - - - 13.28
Thadani Ventures LLP - - - 41.56
Issue of equity share capital against
employee stock options
Ashish Jakhanwala - - 0.95 -
Rajat Mehra - - 0.41 -
Purchase of business on slump sale
basis (refer note 53)
Argon Hotels Private Limited - 750.00 - -
Reimbursement of expenses (net)
SAMHI Hotels (Ahmedabad) Private 5.09 5.77 - -
Limited
Argon Hotels Private Limited - 0.79 - -
SAMHI JV Business Hotels Private Limited 6.71 4.94 - -
CASPIA Hotels Private Limited - 0.06 - -
Barque Hotels Private Limited 2.19 0.92 - -
SAMHI Hotels (Gurgaon) Private Limited 0.59 - - -
Duet India Hotels (Ahmedabad) Private 0.94 - - -
Limited
Duet India Hotels (Chennai OMR) Private 0.96 - - -
Limited
Duet India Hotels (Chennai) Private 0.95 - - -
Limited
Duet India Hotels (Hyderabad) Private 1.25 - - -
Limited
Duet India Hotels (Jaipur) Private Limited 0.95 - - -
Duet India Hotels (Pune) Private Limited 1.28 - - -
Modification in terms of loan given -
Classified as deemed investment
Ascent Hotels Private Limited 1,520.91 - - -
Sale of Services - Recreation and other
services (excluding taxes)

226 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Subsidiaries (including Key Managerial Personnel (KMP),


step-down subsidiaries) Relatives of KMP and Enterprises
in which KMP have control or
exercise significant influence
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
SAMHI JV Business Hotels Private Limited 94.74 83.73 - -
SAMHI Hotels (Gurgaon) Private Limited 34.32 9.27 - -
Barque Hotels Private Limited 121.25 70.91 - -
SAMHI Hotels (Ahmedabad) Private 157.23 31.58 - -
Limited
CASPIA Hotels Private Limited 70.74 22.26 - -
Ascent Hotels Private Limited 117.99 27.88 - -
Argon Hotels Private Limited 67.95 45.52 - -
Paulmech Hospitality Private Limited 4.89 - - -
Unsecured loans re-payment to
subsidiaries (including interest)
SAMHI Hotels (Ahmedabad) Private - 135.24 - -
Limited
SAMHI JV Business Hotels Private Limited 366.19 - - -
Deemed Investment - Derivative
component of non-convertible
debentures (change in fair value)
SAMHI JV Business Hotels Private Limited - 57.10 - -
Barque Hotels Private Limited - 11.38 - -
Director’s sitting fees
Archana Capoor - - 1.30 0.10
Manav Thadani - - 1.20 0.10
Krishan Dhawan - - 1.80 0.20
Aditya Jain - - 1.80 0.10
Michael David Holland - - 1.40 0.10
Michael Peter Schulhof - - 2.00 -
Investment in equity shares
Duet India Hotels (Ahmedabad) Private 82.53 - - -
Limited
Duet India Hotels (Hyderabad) Private 132.31 - - -
Limited
Duet India Hotels (Pune) Private Limited 351.30 - - -
Duet India Hotels (Chennai) Private 184.25 - - -
Limited
Duet India Hotels (Chennai OMR) Private 95.03 - - -
Limited
Duet India Hotels (Bangalore) Private 530.59 - - -
Limited
Duet India Hotels (Jaipur) Private Limited * 0.00 - - -
ACIC Advisory Private Limited 0.09 - - -
Investment in equity share (conversion
of Fully Compulsorily Convertible
Debentures)
Duet India Hotels (Pune) Private Limited 388.62 - - -
Investment in equity shares
(Right issue)
Duet India Hotels (Pune) Private Limited 55.52 - - -
Duet India Hotels (Ahmedabad) Private 13.13 - - -
Limited

SAMHI HOTELS LIMITED 227


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Subsidiaries (including Key Managerial Personnel (KMP),


step-down subsidiaries) Relatives of KMP and Enterprises
in which KMP have control or
exercise significant influence
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
Investment in 0.01% Compulsorily
Convertible Cumulative Preference
Shares (CCCPS)
Duet India Hotels (Pune) Private Limited 787.64 - - -
Duet India Hotels (Ahmedabad) Private 317.29 - - -
Limited
Duet India Hotels (Hyderabad) Private 361.29 - - -
Limited
Investment in Fully Compulsorily
Convertible Debentures (FCCDs)
Duet India Hotels (Pune) Private Limited 2,600.64 - - -
Duet India Hotels (Ahmedabad) Private 719.09 - - -
Limited
Duet India Hotels (Chennai) Private 169.08 - - -
Limited
Duet India Hotels (Chennai OMR) Private 199.45 - - -
Limited
Duet India Hotels (Hyderabad) Private 1,910.32 - - -
Limited
Duet India Hotels (Jaipur) Private Limited 412.24 - - -
Investment in Cumulative Redeemable
Non-Convertible Preference Shares
(CRNPS)
Duet India Hotels (Pune) Private Limited 55.52 - - -
Duet India Hotels (Ahmedabad) Private 13.13 - - -
Limited
Sale of investment in equity shares
Duet India Hotels (Bangalore) Private 530.59 - - -
Limited
* As at March 31, 2024, amount in
absolute terms is ` 17
Redemption of Cumulative Redeemable
Non-Convertible Preference Shares
(CRNPS)
Duet India Hotels (Pune) Private Limited 55.52 - - -
Duet India Hotels (Ahmedabad) Private 13.13 - - -
Limited
Unsecured loans received from
subsidiary
Duet India Hotels (Pune) Private Limited 90.00 - - -
Unsecured loan given to subsidiary
adjusted with unsecured loan received
from subsidiary
SAMHI JV Business Hotels Private Limited 512.24 - - -
Reversal of provision for impairment of
investment in subsidiary
SAMHI Hotels (Ahmedabad) Private 990.74 - - -
Limited
Provision for impairment of investment
in subsidiary
Duet India Hotels (Hyderabad) Private 840.27 - - -
Limited

228 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Subsidiaries (including Key Managerial Personnel (KMP),


step-down subsidiaries) Relatives of KMP and Enterprises
in which KMP have control or
exercise significant influence
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
Receivables from Key management
personnel
Ashish Jakhanwala - - 76.01 -
Rajat Mehra - - 32.34 -
Key management personnel - Unsecured
loan repaid
Rajat Mehra - - 2.50 -
Key management personnel
compensation
Ashish Jakhanwala
Short-Term employee benefits - - 89.29 45.99
Post-employment benefits - provident - - 1.68 0.21
fund
Post-employment benefits - gratuity - - 0.61 1.38
Other long term employee benefits - - - (0.15) 4.20
compensated absences
Equity settled share based payments 194.86 -
Rajat Mehra
Short-Term employee benefits - - 39.52 21.05
Post-employment benefits - provident - - 0.86 0.68
fund
Post-employment benefits - gratuity - - 0.33 1.01
Other long term employee benefits - - - (0.05) 2.32
compensated absences
Equity settled share based payments - - 82.89 -
1) During the year ended March 31, 2021, the Company issued 25% Non convertible debentures to GTI Capital
Epsilon Private Limited and Mercer Investments (Singapore) Pte Limited amounting to ` 150.00 and ` 720.00
respectively. GTI Capital Epsilon Private Limited and Mercer Investments (Singapore) Pte Limited are related
parties of the equity shareholders of the Company i.e. GTI Capital Alpha Private limited and Goldman Sachs
Investments Holdings (Asia) Limited respectively. The interest expense on these NCDs issued to GTI Capital
Epsilon Private Limited amounts to March 31, 2024: ` 133.83 (March 31, 2023: ` 34.27) and carrying value of
these NCDs amounts to March 31, 2024: ` Nil (March 31, 2023: ` 234.13) respectively. The interest expense
on these NCDs issued to Mercer Investments (Singapore) Pte Limited amounts to March 31, 2024: ` 467.17
(March 31, 2023: ` 340.02) and carrying value of these NCD’s amounts to March 31, 2024: ` Nil (March 31, 2023:
` 1,240.90) respectively.
Note 19 for change in terms of NCD’s issued to GTI Capital Epsilon Private Limited.
2) Expected recovery of indemnity from ACIC Mauritius 1 and ACIC Mauritius 2 amounts to March 31, 2024:
` 100.00 (refer note 55)
3) Includes ` 750 adjusted against purchase consideration payable by the Company for purchase of business on
slump sale (refer note 53)
4) The Company has paid proceeds (net of expenses) in relation to initial public offer (offer for sale) to Blue Chandra
Pte Limited, GTI Capital Alpha Private Limited and Goldman Sachs Investments Holdings (Asia) Limited (selling
shareholders) (refer note 57).

SAMHI HOTELS LIMITED 229


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

(d) Related party balances


Particulars Subsidiaries (including Key managerial personnel (KMP),
step-down subsidiaries) Relatives of KMP & Enterprises
in which KMP have control or
exercise significant influence
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
Unsecured loan given (including
accrued interest)
Ascent Hotels Private Limited - 1,024.75 - -
SAMHI (Ahmedabad) Hotels Private - 288.63 - -
Limited
Unsecured loan received (including
accrued interest)
Duet India Hotels (Pune) Private Limited 90.27 - - -
Unsecured loan given (including
accrued interest) (refer note 6)
Ashish Jakhanwala - - 50.21 47.85
Rajat Mehra - 2.50
Investment in equity shares
SAMHI JV Business Hotels Private 1,617.05 1,617.05 - -
Limited
SAMHI Hotels (Gurgaon) Private Limited 721.32 721.32 - -
CASPIA Hotels Private Limited 114.85 114.85 - -
SAMHI Hotels (Ahmedabad) Private 616.00 616.00 - -
Limited
Barque Hotels Private Limited 2,039.89 2,039.89 - -
Ascent Hotels Private Limited 1,196.00 1,196.00 - -
Argon Hotels Private Limited 20.00 20.00 - -
Duet India Hotels (Ahmedabad) Private 95.67 - - -
Limited
Duet India Hotels (Hyderabad) Private 132.31 - - -
Limited
Duet India Hotels (Pune) Private Limited 795.44 - - -
Duet India Hotels (Chennai) Private 184.25 - - -
Limited
Duet India Hotels (Chennai OMR) Private 95.03 - - -
Limited
Duet India Hotels (Jaipur) Private Limited* - - - -
ACIC Advisory Private Limited 0.09 - - -
Investment in 0.001% Compulsorily
Convertible Preference Shares (CCPS)
SAMHI Hotels (Ahmedabad) Private 1,260.00 1,260.00 - -
Limited
Investment in 0.01% Compulsorily
Convertible Cumulative Preference
Shares (CCCPS)
Duet India Hotels (Ahmedabad) Private 317.29 - - -
Limited
Duet India Hotels (Hyderabad) Private 361.29 - - -
Limited
Duet India Hotels (Pune) Private Limited 787.64 - - -
Investment in Fully Compulsorily
Convertible Debentures
Duet India Hotels (Hyderabad) Private 1,910.32 - - -
Limited

230 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Subsidiaries (including Key managerial personnel (KMP),


step-down subsidiaries) Relatives of KMP & Enterprises
in which KMP have control or
exercise significant influence
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
Duet India Hotels (Chennai OMR) Private 199.45 - - -
Limited
Duet India Hotels (Chennai) Private 169.08 - - -
Limited
Duet India Hotels (Ahmedabad) Private 719.09 - - -
Limited
Duet India Hotels (Pune) Private Limited 2,212.02 - - -
Duet India Hotels (Jaipur) Private Limited 412.24 - - -
Trade payables
SAMHI JV Business Hotels Private - 0.52 - -
Limited
SAMHI (Ahmedabad) Hotels Private 0.18 1.16 - -
Limited
CASPIA Hotels Private Limited 0.03 0.07 - -
Barque Hotels Private Limited 0.05 0.59 - -
Argon Hotels Private Limited - 0.04 - -
SAMHI Hotels (Gurgaon) Private Limited 0.34 0.56 - -
Trade receivables
SAMHI JV Business Hotels Private 118.36 95.34 - -
Limited
Barque Hotels Private Limited 140.74 49.10 - -
Ascent Hotels Private Limited 165.03 29.45 - -
SAMHI (Ahmedabad) Hotels Private 26.52 30.33 - -
Limited
Argon Hotels Private Limited 66.96 19.77 - -
CASPIA Hotels Private Limited 65.79 - - -
SAMHI Hotels (Gurgaon) Private Limited 9.93 - - -
Paulmech Hospitality Private Limited 5.76 - - -
Other current liabilities
CASPIA Hotels Private Limited - 14.43 - -
SAMHI Hotels (Gurgaon) Private Limited - 5.13 - -
Deemed investment - Unsecured interest
free loans
SAMHI Hotels (Ahmedabad) Private 555.49 555.49 - -
Limited
SAMHI Hotels (Gurgaon) Private Limited 637.54 359.54 - -
CASPIA Hotels Private Limited 3,413.12 2,632.42 - -
Barque Hotels Private Limited 3,204.02 2,471.02 - -
SAMHI JV Business Hotels Private 41.96 41.96 - -
Limited
Ascent Hotels Private Limited 4,106.46 315.25 - -
Argon Hotels Private Limited 2,050.47 1,881.47 - -
* As at March 31, 2024, amount in
absolute terms is ` 17
Current financial assets - Others
Duet India Hotels (Bangalore) Private 530.59 - - -
Limited
Unsecured loan received - loan portion
SAMHI JV Business Hotels Private 713.68 1,460.09 - -
Limited

SAMHI HOTELS LIMITED 231


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Subsidiaries (including Key managerial personnel (KMP),


step-down subsidiaries) Relatives of KMP & Enterprises
in which KMP have control or
exercise significant influence
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
Deemed investment - Overdraft facilities
at concessional rate
SAMHI Hotels (Ahmedabad) Private 4.90 4.90 - -
Limited
Barque Hotels Private Limited 18.69 18.69 - -
Deemed investment - Derivative
component of non-convertible debentures
SAMHI JV Business Hotels Private Limited 806.20 806.20 - -
Barque Hotels Private Limited 710.02 710.02 - -
Impairment of investment of equity shares
SAMHI Hotels (Gurgaon) Private Limited 298.04 298.04 - -
Barque Hotels Private Limited 1,241.03 1,241.03 - -
SAMHI Hotels (Ahmedabad) Private - 990.74 - -
Limited
CASPIA Hotels Private Limited 1,249.57 1,249.57 - -
Ascent Hotels Private Limited 370.05 370.05 - -
Argon Hotels Private Limited 20.00 20.00 - -
Duet India Hotels (Hyderabad) Private 840.27 - - -
Limited
Receivables from Key management
personnel
Ashish Jakhanwala - - 76.01 -
Rajat Mehra - - 32.34 -
Provision for employee benefits
Ashish Jakhanwala
Post-employment benefits - gratuity - - 8.22 7.61
Other long term employee benefits - - - 6.39 6.54
compensated absences
Rajat Mehra
Post-employment benefits - gratuity - - 3.69 3.36
Other long term employee benefits - - - 3.31 3.36
compensated absences
Outstanding balances at the year-end are unsecured and are settled in cash. For the year ended March 31, 2024 and
March 31, 2023 the Company has not recorded any impairment of receivables relating to amounts owed by related
parties. 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 Hotels 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 Limited] 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 Pte Ltd [Operator of Barque Hotels Private Limited] pursuant to the Operating services
agreement entered by Barque Hotels Private Limited.
Refer note 19 (e) in respect of security provided by subsidiary for loan obtained from banks/financial institution.
Following equity shares held by SAMHI Hotels Limited in subsidiaries have been pledged with bankers/financial
institutions in respect to loans obtained by subsidiaries.

232 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Subsidiary As at As at
March 31, 2024 March 31, 2023
Barque Hotels Private Limited 38,375,079 38,375,079
CASPIA Hotels Private Limited 5,400,000 5,400,000
Ascent Hotels Private Limited - 127,801,485
SAMHI JV Business Hotels Private Limited 124,779,999 124,779,999
SAMHI Hotels (Ahmedabad) Private Limited 2,164,945 -
Argon Hotels Private Limited 7,770,491 7,770,491
Following Compulsory convertible preference shares held by SAMHI Hotels Limited in subsidiary have been pledged with
financial institution in respect to loans obtained by subsidiary.
Subsidiary As at As at
March 31, 2024 March 31, 2023
SAMHI Hotels (Ahmedabad) Private Limited 6,300,000 -

40 FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT

A) Financial instruments by category and fair value


The below table summarizes the judgements and estimates made in determining the fair values of the financial
instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair
values are disclosed in the standalone financial statements. To provide an indication about the reliability of the inputs
used in determining fair value, the Company has classified its financial instruments into the three levels prescribed
under the accounting standard.

Particulars As at March 31, 2024


Level of Fair Value Fair Value Amortized
hierarchy Through Profit Through Other Cost/ Carrying
and Loss Comprehensive amount
(FVTPL) Income (FVTOCI)
Financial assets
Non-current loans - - 67.02
Other non-current financial assets - - 208.15
Trade receivables - - 651.78
Cash and cash equivalents - - 800.39
Bank balances other than cash and - - 13.07
cash equivalents above
Other current financial assets - - 817.97
Total financial assets - - 2,558.38
Financial liabilities
Non-current borrowings 2 - - 3,382.53
Non-current lease liabilities - - 28.68
Current borrowings 2 - - 246.68
Current lease liabilities - - 16.55
Current trade payables - - 250.08
Other current financial liabilities - - 17.64
Total financial liabilities - - 3,942.16

SAMHI HOTELS LIMITED 233


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars As at March 31, 2023


Level of Fair Value Fair Value Amortized Cost
hierarchy Through Profit Through Other
and Loss Comprehensive
(FVTPL) Income (FVTOCI)
Financial assets
Non-current loans - - 1,379.38
Other non-current financial assets - - 116.77
Current loans - - 0.26
Trade receivables - - 295.89
Cash and cash equivalents - - 603.97
Bank balances other than cash and - - 10.32
cash equivalents above
Other current financial assets - - 28.38
Total financial assets - - 2,434.97
Financial liabilities
Non-current borrowings 2 - - 5,147.71
Non-current lease liabilities - - 45.23
Current borrowings 2 and 3 - - 4,110.14
Current lease liabilities - - 16.40
Current trade payables - - 432.18
Other current financial liabilities - - 48.88
Total financial liabilities - - 9,800.54
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 (included
in non-current loans) and interest bearing loan obtained from subsidiaries (included in non-current borrowings) are
equivalent to their carrying 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.
Fair valuation of security deposit (included in other non-current financial assets) and loan to employees (included
in non-current loans) has been disclosed to be same as carrying value as there is no significant difference between
carrying value and fair value.
Financial liabilities measured at amortized cost- Fair value measurements
As at As at
March 31, 2024 March 31, 2023
Financial Liabilities
Non-current financial liabilities - Borrowings (Refer note 19)
a) Interest free loan from subsidiary (Level 2) 485.47 411.34
b) Non convertible debentures (unsecured) (Level 2) - 718.08
Current financial liabilities - Borrowings (Refer note 22)
a) Non convertible debentures (unsecured) (Level 2) - 1,548.56
b) Fully Compulsory Convertible Debentures (FCCDs) (unsecured) - 1,591.90
(Level 3)

234 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

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.
D) Details of significant unobservable inputs for measurement of fair values
Significant unobservable inputs Inter-relationship between significant unobservable inputs and fair value
As at As at Remarks
March 31, 2024 March 31, 2023
Financial liabilities measured at
amortized cost
a) Fully Compulsory Convertible
Debentures (unsecured)
Business Value - 15,176.10 The estimated fair value would increase
(decrease) if the business value was
higher (lower).
Risk Free rate - 7.38% The estimated fair value would decrease
(increase) if the risk free rate was higher
(lower).
Volatility rate - 87.00% The estimated fair value would increase
(decrease) if the volatility rate was higher
(lower).
Discount rate (for interest - 16.80% The estimated fair value would decrease
liability) (increase) if the risk free rate was higher
(lower).
b) Non Convertible Debentures -
(unsecured)
Discount rate - 17.00% The estimated fair value would decrease
(increase) if the discount rate was higher
(lower).
c) Interest free loan from
subsidiary (unsecured)
Discount rate 11.50% 12.15% The estimated fair value would decrease
(increase) if the discount rate was higher
(lower).
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.

SAMHI HOTELS LIMITED 235


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

(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 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%
Reconciliation of loss allowance provision
For the year ended For the year ended
March 31, 2024 March 31, 2023
Opening balance 11.10 3.25
Provision made during the year (3.44) 7.85
Closing balance 7.66 11.10
The impairment provisions for financial assets disclosed above are based on assumptions about risk of default
and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs
to the impairment calculation, based on the Company’s past history, existing market conditions as well as
forward looking estimates at the end of each reporting period.
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.

236 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

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.
March 31, 2024 Contractual cash flows
Carrying Total 0-1 year 1-2 years 2-5 years More than
amount 5 years
Non - derivative
financial liabilities
Non-current borrowings 3,382.53 3,969.46 - 541.71 1,380.77 2,046.98
Lease liabilities 45.23 52.13 20.85 20.85 10.43 -
Current borrowings 246.68 246.68 246.68 - - -
Trade payables 250.08 250.08 250.08 - - -
Other current financial 17.64 17.64 17.64 - - -
liabilities
3,942.16 4,535.99 535.25 562.56 1,391.20 2,046.98

March 31, 2023 Contractual cash flows


Carrying Total 0-1 year 1-2 years 2-5 years More than
amount 5 years
Non-derivative financial
liabilities
Non-current borrowings 5,147.71 5,791.95 - 2,104.24 1,465.79 2,221.92
Lease liabilities 61.63 71.62 19.49 20.85 31.28 -
Current borrowings* 4,110.14 3,966.80 3,966.80 - - -
Trade payables 432.18 432.18 432.18 - - -
Other current financial 48.88 48.88 48.88 - - -
liabilities
9,800.54 10,311.43 4,467.35 2,125.09 1,497.07 2,221.92
* 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 for the same was
considered in the above disclosure of contractual cash outflows. The interest liability was disclosed as cash
outflow in 0-1 year category basis management expectation to settle this by September 30, 2023.
During the year ended March 31, 2024, Fully compulsory convertible debentures (FCCDs) held by International
Finance Corporation (“IFC”) have been converted into one equity share of face value of ` 1 each at a premium
of ` 237.15 and the interest liability of ` 1,474.56 outstanding in books on the date of conversion has been paid
from the IPO proceeds.
Also, refer note 48 for disclosures on Going Concern assumption.
(b) Financing arrangements
The Company had access to the following undrawn borrowing facilities at the end of the reporting period:
As at As at
March 31, 2024 March 31, 2023
Floating rate 50.00 50.00
Expiring within one year (bank overdraft and other facilities) 50.00 50.00

SAMHI HOTELS LIMITED 237


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

iii. Market risk


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.
Exposure to currency risk
The Company’s exposure to foreign currency risk at the end of the reporting period are as follows:
Financial liabilities March 31, 2024
Currency Amount in foreign Amount
currency (in mn) in `
Trade payables US$ 1.23 102.57

Financial liabilities March 31, 2023


Currency Amount in foreign Amount in `
currency (in mn)
Trade payables US$ 1.99 163.30
Sensitivity analysis
A reasonably possible strengthening (weakening) of the Indian Rupee against foreign currency at year end
would have affected the measurement of financial instruments denominated in foreign currency and affected
equity and profit and loss by the amounts shown below. This analysis assumes that all other variables, in
particular interest rates, remain constant and ignores any impact of forecast sales and purchases.
Effect in ` (Profit) / loss Equity, net of tax
(increase) / decrease
Strengthening Weakening Strengthening Weakening
March 31, 2024
1% movement
US$ 1.03 (1.03) 1.03 (1.03)
1.03 (1.03) 1.03 (1.03)

Effect in ` (Profit) / loss Equity, net of tax


(increase) / decrease
Strengthening Weakening Strengthening Weakening
March 31, 2023
1% movement
US$ 1.63 (1.63) 1.63 (1.63)
1.63 (1.63) 1.63 (1.63)
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.

238 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Exposure to interest rate risk


The interest rate profile of the Company’s interest-bearing financial instruments is as follows:
Nominal amount
March 31, 2024 March 31, 2023
Fixed-rate instruments
Financial assets - Loans to subsidiaries - 1,313.37
Financial assets - Loans to key management person 50.21 47.85
Financial assets - Loans to employees 16.81 15.00
Financial assets - Bank deposits 250.70 126.47
Financial liabilities - Fully compulsory convertible debentures [FCCDs] - 1,639.96
Financial liabilities - Non Convertible Debentures (unsecured) - 1,832.19
Financial liabilities - Vehicle loans 8.01 8.81
Financial liabilities - Loan from subsidiaries 803.95 1,460.09
1,129.68 6,443.74
Variable-rate instruments
Financial liabilities - Term loan from bank 2,221.68 3,024.41
Financial liabilities - Term loan from financial institutions 595.57 1,316.49
2,817.25 4,340.90
Fair value sensitivity analysis for fixed-rate instruments
The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through
profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss. Refer note
40A for fair value disclosures
Cash flow sensitivity analysis for variable-rate instruments
A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased
(decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables,
remain constant.
(Profit) / loss Equity, net of tax
(increase) / decrease
100 bp increase 100 bp decrease 100 bp increase 100 bp decrease
March 31, 2024
Variable-rate instruments 35.81 (35.81) 35.81 (35.81)
Cash flow sensitivity (net) 35.81 (35.81) 35.81 (35.81)
March 31, 2023
Variable-rate instruments 39.92 (39.92) 39.92 (39.92)
Cash flow sensitivity (net) 39.92 (39.92) 39.92 (39.92)

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

SAMHI HOTELS LIMITED 239


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

institution for recalling any loan facility. Subsequent to March 31, 2024, the Company has sought and received waiver
letters from its lenders, as applicable, as at and for the year ended March 31, 2024.

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.

43 DISCLOSURE AS PER IND AS 27 - SEPARATE FINANCIAL STATEMENTS


Name of subsidiaries Principal Principal Ownership interest
activity place of March 31, March 31,
business 2024 2023
SAMHI JV Business Hotels Private Limited Hotels India 100% 100%
SAMHI Hotels (Gurgaon) Private Limited Hotels India 100% 100%
SAMHI Hotels (Ahmedabad) Private Limited Hotels India 100% 100%
Barque Hotels Private Limited Hotels India 100% 100%
CASPIA Hotels Private Limited Hotels India 100% 100%
Ascent Hotels Private Limited Hotels India 100% 100%
Argon Hotels Private Limited Hotels India 100% 100%
Duet India Hotels (Ahmedabad) Private Limited Hotels India 100% -
(w.e.f. August 10, 2023)
Duet India Hotels (Hyderabad) Private Limited Hotels India 100% -
(w.e.f. August 10, 2023)
Duet India Hotels (Pune) Private Limited Hotels India 100% -
(w.e.f. August 10, 2023)
Duet India Hotels (Chennai) Private Limited Hotels India 100% -
(w.e.f. August 10, 2023)
Duet India Hotels (Chennai OMR) Private Limited Hotels India 100% -
(w.e.f. August 10, 2023)
ACIC Advisory Private Limited Hotels India 100% -
(w.e.f. August 10, 2023)
The above investment in subsidiaries are measured at cost.

44 DISCLOSURES UNDER MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006 (MSMED)

As at As at
March 31, 2024 March 31, 2023
Dues to micro and small suppliers
The amounts remaining unpaid to any supplier as at the end of the year:
Principal amount 3.53 10.48
Interest there on 0.90 0.50
The amount of interest paid by the buyer as per the Micro Small and Medium - -
Enterprises Development Act, 2006 (MSMED Act, 2006)
The amount of payments made to Micro and Small Suppliers beyond the 26.12 36.52
appointed day during each accounting year
The amount of interest due and payable for the period of delay in making 3.28 2.84
payment (which have been paid but beyond the appointed day during the
year) but without adding the interest specified under MSMED Act 2006.

240 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

As at As at
March 31, 2024 March 31, 2023
The amount of interest accrued and remaining unpaid at the end of each 4.18 3.34
accounting year
The amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as a
deductible expenditure under Section 23 of the MSMED Act 2006.
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 as at and 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 2016


On November 10, 2016, the Board of Directors of the Company approved ‘Employee Stock Option Plan 2016’ (“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 holding 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:
Grant date/employees entitled Number of Exercise Price Vesting period #
instruments (`)
Scheme 1:
Options granted to senior employees on November 21, 2016
Tranche 1 1,099,020 130.00 - 60% by Grant date
- 40% by December 31, 2016
Tranche 1 539,470 130.00 - 30% by Grant date
- 30% by December 31, 2016
- 40% by December 31, 2017
Tranche 2 275,790 115.40 - 30% by Grant date
- 30% by November 26, 2017
- 40% by November 26, 2018
Tranche 3 124,400 191.90 - 10% by Grant date
- 20% by September 22, 2017
- 30% by September 22, 2018
- 40% by 22 September 2019
Scheme 2:
Options granted to senior employees 560,000 224.80 - 30% by March 20, 2018
on March 21, 2017 - 30% by March 20, 2019
- 40% by March 20,2020
# As per the terms of the scheme, if a liquidity event occurs before the vesting period specified above, options shall vest
in full upon the occurrence of the liquidity event. However, if the liquidity event occurs prior to the first anniversary of the
grant date of an option, such option shall not be capable of vesting and shall lapse on the date of such liquidity event. In
such a situation, the Nomination and Remuneration Committee shall determine how to compensate employees in respect
of options that would otherwise have vested at the time of that liquidity event in accordance with the Plan.
Exercise period:
(a) in the event of liquidity event, such reasonable period as determined by the Nomination and Remuneration Committee.
(b) in the event of an early exercise opportunity, within a reasonable period prior to the anticipated date of completion of
any proposed sale by a selling shareholder.

SAMHI HOTELS LIMITED 241


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Number options granted, exercised and forfeited during the year:


Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Number of Weighted Number of Weighted
options Average options Average
Exercise Price (`) Exercise Price (`)
Options outstanding at beginning of year - - 2,472,300 148.26
Options granted during the year - - - -
Options exercised during the year - - - -
Options forfeited during the year - - - -
Options lapsed during the year - - (2,472,300) -
Options expired during the year - - - -
Options outstanding at the end of year - - - -
Options exercisable at the end of year - - - -
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:
Scheme 1 Scheme 2
Tranche 1 Tranche 2 Tranche 3
Weighted average fair value of the options at the grant dates (`) 34.90 40.60 18.20 13.70
Share price at grant date (`) 121.00 121.00 121.00 128.80
Exercise price (`) 130.00 115.40 191.90 224.80
Expected volatility (weighted average volatility) 35.89% 35.89% 35.89% 35.89%
Expected dividend 0.00% 0.00% 0.00% 0.00%
Risk-free interest rate (based on government bonds) 6.22% 6.22% 6.22% 6.82%
The risk free interest rates are determined based on the current yield to maturity of Government Bonds with 10 years
residual maturity. Expected volatility has been based on an evaluation of the historical volatility of listed closest peer
companies after making suitable adjustment on account of lack of marketability and size, particularly over the historical
period commensurate with the expected term. The expected life may not necessarily be indicative of the exercise patterns
that may occur. Dividend yield has been calculated taking into account the expected rate of dividend on equity share price
as on the grant date.
During the year ended March 31, 2023, the options outstanding under the ‘Employee Stock Option Plan 2016 have lapsed
on account of non achievement of market conditions.

242 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Employee Stock Option Plan 2023


On March 09, 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:
Grant date/ Number of Exercise Price Vesting period Contractual life of
employees entitled instruments (`) options (years)
Tranche 1 2,017,310 1.0 - 100% by March 11, 2024 3.95
Tranche 2 1,153,517 1.0 - 100% by March 11, 2025 - 100% 4.95
achievement of performance condition
- 75% by March 11, 2025 - 80%- 99%
achievement of performance condition
- 0% by March 11, 2025 - < 80%
achievement of performance condition
Tranche 3 1,153,517 1.0 - 100% by March 11, 2026 - 100% 5.95
achievement of performance condition
- 75% by March 11, 2026 - 80%- 99%
achievement of performance condition
- 0% by March 11, 2026 - < 80%
achievement of performance condition
Tranche 4 1,153,516 1.0 - 100% by March 11, 2027 - 100% 6.95
achievement of performance condition
- 75% by March 11, 2027 - 80%- 99%
achievement of performance condition
- 0% by March 11, 2027 - < 80%
achievement of performance condition
Exercise period:
The exercise period shall be within 3 (three) years from the respective vesting period.
Number options granted, exercised and forfeited during the year:
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Number of Weighted Number of Weighted
options Average options Average
Exercise Price (`) Exercise Price (`)
Options outstanding at beginning of year 5,477,860 1.0 - -
Options granted during the year - - 5,477,860 1.00
Options exercised during the year 1,971,169 1.0 - -
Options forfeited during the year - - - -
Options lapsed during the year - - - -
Options expired during the year - - - -
Options outstanding at the end of year 3,506,691 1.00 5,477,860 1.00
Options exercisable at the end of year 46,141 1.00 - -
Weighted average remaining contractual life of outstanding option is 4.92 years (March 31, 2023 - 5.26 years).
During the year, 1,971,179 options have been exercised and accordingly 1,971,169 equity shares of ` 1 each have been
issued. Correspondingly proportionate amount outstanding in share option outstanding account of ` 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 ` 157.08 from its employees which has been recovered subsequent to March 31, 2024.

SAMHI HOTELS LIMITED 243


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

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:
Employee Stock Option Plan 2023
Tranche 1 Tranche 2 Tranche 3 Tranche 4
Weighted average fair value of 145.54 145.61 145.68 145.76
the options at the grant date
(`)
Share price at grant date (`) 146.37 146.37 146.37 146.37
Exercise price (`) 1.0 1.0 1.0 1.0
Expected volatility (weighted Equity Volatility: Revenue Volatility: Revenue Volatility: Revenue Volatility:
average volatility) 71.60% 24.22% 24.22% 24.22%
EBITDA Volatility: EBITDA Volatility: EBITDA Volatility:
55.23% 55.23% 55.23%
Equity Volatility: Equity Volatility: Equity Volatility:
71.60% 71.60% 71.60%
Expected life (in years) 2.5 3.5 4.5 5.5
Expected dividend Nil Nil Nil Nil
Risk-free interest rate (based 7.31% 7.37% 7.39% 7.42%
on government bonds)
The risk-free interest rates are determined based on the current yield to maturity of Government Bonds for the period
of expected term for each tranche vesting. Expected volatility has been based on an evaluation of the historical volatility
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, 2024: ` 459.51; March 31, 2023: ` 26.06 has been charged to
the Standalone Statement of Profit and Loss.

46 LEASE DISCLOSURES
The Company leases office spaces and hotel buildings. These leases are long term in nature and also contain option to
renew the lease on or before the expiry of lease period.
The following table presents a maturity analysis of expected undiscounted cash flows for lease liabilities:

Particulars As at As at
March 31, 2024 March 31, 2023
0-1 year 20.85 19.49
1-2 years 20.85 20.85
2-5 years 10.43 31.28
More than 5 years - -
Total lease payments 52.13 71.62

244 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

The reconciliation of lease liabilities is as follows:

Particulars As at As at
March 31, 2024 March 31, 2023
Opening balance 61.64 25.21
Additions - 52.78
Amounts recognized in statement of profit and loss as interest expense 3.09 1.78
Payment of lease liabilities (including interest) (19.50) (18.13)
Closing Balance (Refer Note 20 and 23) 45.23 61.64

Particulars As at As at
March 31, 2024 March 31, 2023
Non current lease liabilities 28.68 45.23
Current lease liabilities 16.55 16.40
The lease entered by the Company are long term in nature and the underlying leased property is being used as office.

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. As at March 31, 2024, MCA has not notified any new
standards or amendments to the accounting standards which are effective from April 01, 2024.

48 GOING CONCERN
The Company has incurred a net loss of ` 801.01 during the year ended March 31, 2024. As at and for the year ended
March 31, 2024, the Company is in non-compliance with certain financial covenants prescribed under the loan agreement
for which it has sought and received waiver letters subsequent to the year end. The Company’s financial position has
substantially improved post-acquisition of ACIC Portfolio and receipt of IPO proceeds (refer note 57 and 54) in the current
year, and expects to continue to generate positive operating cash flows which will be sufficient to cover its future debt
repayment and interest obligations. Based on the past experience and improved financial position of the Company, the
management is confident of complying with the financial covenants in subsequent years and meet its funding requirements.
In view of the above, the Management and Board of Directors of the Company have prepared these standalone financial
statements on a going concern basis.

49 RATIOS AS REQUIRED BY SCHEDULE III TO THE COMPANIES ACT, 2013:

Ratio in Numerator Denominator March March Increase/


times/% 31, 2024 31, 2023 decrease %
Current Ratio in times Total Current Assets Total Current 3.01 0.24 1163%
Liabilities
Debt-Equity Ratio in times Total Borrowings Total Equity 0.13 1.13 (89%)
Debt Service Coverage in times Earnings before finance Debt service : 0.04 0.42 (92%)
Ratio costs, depreciation, Finance costs
amortization, tax and paid + Principal
exceptional items Repayments of long
term borrowings
Return on Equity Ratio in % Loss after tax Average Total Equity (4.41%) (8.56%) (48%)
Inventory turnover ratio * in times NA NA NA NA NA
Trade Receivables in times Revenue from Average Trade 3.18 4.00 (21%)
turnover ratio operations Receivables
Trade payables turnover in times Cost of materials Average Trade 1.50 1.25 20%
ratio consumed + Other Payables
expenses

SAMHI HOTELS LIMITED 245


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Ratio in Numerator Denominator March March Increase/


times/% 31, 2024 31, 2023 decrease %
Net capital turnover ratio in times Revenue from Average Working (1.47) (0.44) 236%
operations capital : Current
assets – Current
liabilities
Net profit ratio in % Loss for the year Revenue from (53%) (64%) (17%)
operations
Return on Capital in % Profit/ (loss) before Capital Employed : 1.20% 1.83% (34%)
employed interest and taxes Tangible Net Worth
+ Total Borrowings
Return on investment # in % NA NA NA NA 0%
Explanations to variance in Ratios:
Current Ratio Current ratio has improved due to reduction in current liablities.
Debt-Equity Ratio Debt-Equity ratio has improved due to repayment of borrowings and increase in total
equity balance.
Debt Service Coverage Ratio Debt Service Coverage ratio has decreased due to decrease in earnings before finance
cost, depreciation, amortization, tax and exceptional items
Return on Equity Ratio There has been positive impact on ratio due to increase in total equity balance.
Net capital turnover ratio Decrease due reduction in negative average working capital.
Return on Capital employed Decrease is due to increase in capital employed.
The Company has not presented the following ratios due to the reasons given below:
* Inventory turnover ratio: 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 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.

246 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

(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:
Type of borrower As at March 31, 2024 As at March 31, 2023
Amount % of Total Amount % of Total
Outstanding Outstanding
(Nominal amount) (Nominal amount)
Promotors - - - -
Directors - - - -
KMPs - - - -
Related Parties 12,092.14 100% 6,336.48 100%
Total 12,092.14 100% 6,336.48 100%
The above loans have been disclosed as deemed investment in susbsidiaries 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 wilful 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.

SAMHI HOTELS LIMITED 247


NOTES TO THE STANDALONE FINANCIAL STATEMENTS

248
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

51 LIST OF IMMOVABLE PROPERTIES NOT HELD IN THE NAME OF THE COMPANY

As at March 31, 2024 and March 31, 2023


Relevant line item in Description of Gross Whether title Held in the Property held since Reason for not being held in the name of the
the Balance Sheet property carrying deed holder is a name of which date Copmpany
value promoter,director or
(` in mn) relative of promoter/
director or employee
of promoter/director
Property, plant and 4th Block, Municipal 548.00 No SAMHI Hotels April 2012 The sale deed of land is in the name of SAMHI
equipment - Freehold No.1/2, 59th ‘C’ Private Limited Hotels Private Limited which was changed to SAMHI
Land Cross, 4th ‘M’ Hotels Limited. Fresh certificate of incorporation
Block, Rajajinagar, consequent to change of name dated August 16,
Bangalore. 2019 was issued by the Registrar of Companies,
Delhi.
Property, plant and S.Nos. 153/5, 153/6, 235.10 No SAMHI Hotels November 2011 The sale deed of land is in the name of SAMHI
equipment - Freehold 153/7 and 153/8, Private Limited Hotels Private Limited which was changed to SAMHI
Land Mambakkam Village, Hotels Limited. Fresh certificate of incorporation
Sriperumbudur Taluk, consequent to change of name dated August 16,
Kanchipuram district, 2019 was issued by the Registrar of Companies,
Chennai Delhi.
Right of Use (Land) District Centre, 322.13 No Premier Inn February 2011 The lease deed is in the name of Premier Inn India
Crossing, Outer Ring India Private Private Limited, erstwhile name of the Company
Rd, opposite Galaxy Limited which was changed to Argon Hotels Private Limited.
Toyota, Haiderpur, Fresh certificate of incorporation consequent to
Shalimar Bagh, New change of name dated September 06, 2017 was
Delhi 110088 issued by the Registrar of Companies, Delhi.
During the year ended March 31, 2023, the said
leasehold land has been transferred to the Company
from Argon Hotels Private Limited (Subsidiary
company).
The original title deeds of all immovable properties are under lien with bank/financial institution for the loan facilities availed by the Company.

ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

52 
The Company has foreign currency payables of ` 53.61 towards management and license fee and incentives etc. which
are outstanding for more than one year as on March 31, 2024. As per Foreign Exchange Management Act, 1999 and
the applicable rules/regulations, in case of any foreign currency dues which are not remitted within the prescribed time,
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
COVID-19. Subsequent to March 2022, the Hotel Industry has witnessed significant improvement in its cash flows and
the Company has settled some of its outstanding 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
standalone financial statements.

53 BUSINESS COMBINATION UNDER COMMON CONTROL


The Company as a part of its management decision acquired "CASPIA Delhi, Shalimar bagh" from its subsidiary "Argon
Hotels Private Limited" on March 28, 2023 for a purchase consideration of ` 750.00. 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 April 01, 2021. All assets and liabilities including the reserves of the subsidiary company
have been presented in these standalone financial statements from the opening date of the preceding financial year i.e.
April 01, 2021 as summarized below:
As at
April 01, 2021
Non-current assets
Property, plant and equipment 531.94
Other intangible assets 1.10
Other financial assets 0.93
Current assets
Inventories 1.02
Trade receivables 3.13
Cash and cash equivalents 1.42
Other financial assets 0.61
Other current assets 8.73
Non-current liabilities
Provisions (1.76)
Current liabilities
Trade payables
- total outstanding dues of micro enterprises and small enterprises -
- total outstanding dues of creditors other than micro enterprises and small enterprises (28.08)
Other financial liabilities (0.34)
Other current liabilities (0.66)
Provisions (1.20)
Nat assets acquired / (liabilities) assumed (A) 516.84
Purchase consideration transferred (B) 750.00
Excess Transferred to other Equity C = (A) - (B) (233.16)
The excess of purchase consideration paid over the net assets acquired is adjusted as 'Amalgamation adjustment deficit
account' in Other Equity as at April 01, 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.

SAMHI HOTELS LIMITED 249


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Statement of Proft and loss for the year ended March 31, 2023 includes income and expenses of "CASPIA Delhi, Shalimar
bagh" i.e asset acquired during the previous year :
For the year ended
March 31, 2023
Income
Revenue from operations 119.19
Other income 0.10
Total income 119.29
Expenses
Cost of materials consumed 10.22
Employee benefits expense 31.17
Other expenses 67.81
Total expenses 109.20
Earnings before finance cost, depreciation and amortization, exceptional items and tax 10.09
Finance costs 0.07
Depreciation and amortization expense 11.09
11.16
Loss before tax and exceptional items (1.07)
Exceptional items -
Loss before tax (1.07)

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.
The Company has received an amount of ` 11,414.10 (net of estimated IPO expenses of ` 585.90) from proceeds out of
fresh issue of equity shares. The utilization of the net IPO proceeds is summarized below:
S. Objects of the issue as Net IPO proceeds Utilization of Net Interest Unutilized Net IPO
No. per prospectus to be utilized as IPO proceeds up to income from proceeds as on
per Prospectus March 31, 2024 fixed deposit March 31, 2024
(A) (B) (C) (A-B+C)
1 Repayment/ prepayment/ 9,000.00 9,000.00 - -
redemption, of borrowings
(including payment of
interest accrued thereon)
2 General corporate 2,414.10 2,394.85 30.42 49.67
purposes
Net proceeds 11,414.10 11,394.85 30.42 49.67
As at March 31, 2024, the unutlized net IPO proceeds of ` 49.67 is in Monitoring Account.

250 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

55 EXCEPTIONAL ITEMS:
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Initial Public Offering (IPO) related costs - 22.41
Provision for impairment of investment in subsidiary (refer note a) 740.27 -
Reversal of provision for impairment of investment in subsidiary ((refer note b) (990.74) -
Total (250.47) 22.41
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 reversal of ` 990.74 against investments in the equity shares of SAMHI Hotels (Ahmedabad)
Private Limited in the current year. The reason for reversal of impairment is due to improved actual performance of
this CGU as compared to budget.

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:
Asset As at Impairment As at Impairment As at
April 01, 2022 loss/ March 31, loss/ March 31,
(Re-presented) (Reversal) 2023 (Reversal) 2024
Fairfield by Marriott - Bangalore, 83.42 - 83.42 - 83.42
City Center
Caspia - Delhi, Shalimar Bagh 63.43 - 63.43 - 63.43
146.85 - 146.85 - 146.85
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.

SAMHI HOTELS LIMITED 251


NOTES TO THE STANDALONE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

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:
Subsidiary As at Impairment As at
April 01, 2023 loss/ March 31, 2024
(Reversal)
SAMHI Hotels (Gurgaon) Private Limited 298.04 - 298.04
Barque Hotels Private Limited 1,241.02 - 1,241.02
CASPIA Hotels Private Limited 1,249.57 - 1,249.57
Ascent Hotels Private Limited 370.05 - 370.05
Argon Hotels Private Limited 20.00 - 20.00
SAMHI Hotels (Ahmedabad) Private Limited (refer note 55) 990.74 (990.74) -
Duet India Hotels (Hyderabad) Private Limited (refer note 55) - 840.27 840.27
Total 4,169.42 (150.47) 4,018.96
As at March 31, 2023, impairment loss recognized in books in respect to the carrying value of investments in
subsidiaries is as follows:
Subsidiary As at Impairment As at
April 01, 2022 loss/ March 31, 2023
(Re-presented) (Reversal)
SAMHI Hotels (Gurgaon) Private Limited 298.04 - 298.04
Barque Hotels Private Limited 1,241.02 - 1,241.02
CASPIA Hotels Private Limited 1,249.57 - 1,249.57
Ascent Hotels Private Limited 370.05 - 370.05
Argon Hotels Private Limited 20.00 - 20.00
SAMHI Hotels (Ahmedabad) Private Limited 990.74 - 990.74
Total 4,169.42 - 4,169.42
During the current year, based on the impairment analysis carried out by the management for its hotel properties
(cash generating units) and investments, no further impairment loss is required to be recorded in the standalone
financial statements.
The key assumptions used in the estimation of the recoverable amount are set out below.
Assumptions
As at As at
March 31, 2024 March 31, 2023
Discount rate Pre tax / Post Tax 13.20% / 13.00% 12.34% / 12.15%
Average Room Revenue (ARR) growth rate 7% to 12% 7% to 9%
Terminal Value multiple 16.67 times 14.00 times
Occupancy rate 57% - 79% 69% - 89%
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/ Investment.

252 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE STANDALONE FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

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

SAMHI HOTELS LIMITED 253


INDEPENDENT AUDITOR’S REPORT

To the Members of SAMHI Hotels Limited changes in equity and consolidated cash flows for the year
then ended.
Report on the Audit of the Consolidated Financial
Statements
BASIS FOR OPINION

OPINION We conducted our audit in accordance with the Standards


on Auditing (SAs) specified under Section 143(10) of
We have audited the consolidated financial statements
the Act. Our responsibilities under those SAs are further
of SAMHI Hotels Limited (hereinafter referred to as the
described in the Auditor’s Responsibilities for the Audit of
“Holding Company”) and its subsidiaries (Holding Company
the Consolidated Financial Statements section of our report.
and its subsidiaries together referred to as “the Group”),
We are independent of the Group in accordance with the
which comprise the consolidated balance sheet as at
ethical requirements that are relevant to our audit of the
31 March 2024, and the consolidated statement of profit and
consolidated financial statements in terms of the Code of
loss (including other comprehensive income), consolidated
Ethics issued by the Institute of Chartered Accountants of
statement of changes in equity and consolidated statement
India and the relevant provisions of the Act, and we have
of cash flows for the year then ended, and notes to the
fulfilled our other ethical responsibilities in accordance
consolidated financial statements, including material
with these requirements. We believe that the audit evidence
accounting policies and other explanatory information
obtained by us along with the consideration of reports of
(hereinafter referred to as “the consolidated financial
the other auditor referred to in paragraph (a) of the “Other
statements”).
Matters” section below, is sufficient and appropriate to
In our opinion and to the best of our information and provide a basis for our opinion on the consolidated financial
according to the explanations given to us, and based on the statements.
consideration of reports of the other auditor on separate
financial statements of such subsidiaries as were audited KEY AUDIT MATTERS
by the other auditor, the aforesaid consolidated financial
Key audit matters are those matters that, in our professional
statements give the information required by the Companies
judgment, were of most significance in our audit of the
Act, 2013 (“Act”) in the manner so required and give a true
consolidated financial statements of the current period.
and fair view in conformity with the accounting principles
These matters were addressed in the context of our audit
generally accepted in India, of the consolidated state of
of the consolidated financial statements as a whole, and
affairs of the Group as at 31 March 2024, of its consolidated
in forming our opinion thereon, and we do not provide a
loss and other comprehensive income, consolidated
separate opinion on these matters.

ACCOUNITNG FOR BUSINESS COMBINATION

See Note 55 to the consolidated financial statements

The key audit matter How the matter was addressed in our audit
During the current year, the Group has acquired 100% stake • 
Tested the design, implementation and tested the
in ACIC Portfolio as part of a share swap transaction, wherein operating effectiveness of key controls relating to
the purchase consideration was discharged by issue and business combination accounting.
allotment of 37,462,680 equity shares of SAMHI Hotels • Read the Share Subscription and Purchase Agreement
Limited. to understand the key terms and conditions of the
The Group has accounted for this acquisition as a business acquisition.
combination as per Ind AS 103 with effect from the date of • Assessed whether the assets acquired and liabilities
acquisition. assumed have been identified and classified appropriately
The Group appointed independent professional valuers to and assessed the computation of goodwill.
perform valuation of assets for the purpose of allocation of • Read the valuation reports prepared by the valuation
the consolidated purchase price to the respective assets and specialists appointed by the Group (‘management’s
liabilities acquired (‘the PPA’). experts’) to understand the work performed.
The aggregate purchase consideration was allocated to • Evaluated the competence, objectivity and capability of
identifiable net tangible assets and intangible assets based the management’s experts.
upon their fair values and lead to the recognition of Goodwill
of INR 4,461.08 million.

254 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

INDEPENDENT AUDITOR’S REPORT (Contd.)

The key audit matter How the matter was addressed in our audit
Significant judgements and assumptions are used in the • 
Understood valuation methodologies used by
deternination of fair value of purchase consideration, assets management’s experts for fair valuation of purchase
acquired and liabilities assumed in the transaction and consideration and separately identifiable acquired assets
accordingly we have identified this area as a Key Audit Matter. and liabilities assumed.
• With the assistance of our internal valuation specialists,
assessed the reasonableness of the methodology
and assumptions used in determining the fair value of
purchase consideration and of assets and liabilities as
at the acquisition date determined by the management’s
experts.
• Evaluated the adequacy of the disclosures related to
business combination made in the consolidated financial
statements in accordance with the applicable accounting
standards.

IMPAIRMENT ASSESSMENT OF PROPERTY, PLANT AND EQUIPMENT, CAPITAL WORK-IN-PROGRESS (CWIP), RIGHT
OF USE ASSETS, GOODWILL AND OTHER INTANGIBLE ASSETS

See Note 52 to the consolidated financial statements

The key audit matter How the matter was addressed in our audit
As at 31 March 2024, the carrying value of property, plant Our audit procedures included:
and equipment, capital work-in- progress, right of use assets, • 
Tested the design, implementation and operating
goodwill and other intangible assets amounts to INR 29,686.65 effectiveness of key controls over the impairment
million (net of impairment loss of INR 1,673.34 million). assessment process.
In accordance with the requirements of Ind AS 36 “Impairment • Assessed the indicators of impairment (including
of Assets”, the Company periodically assesses whether there impairment reversal) in assets at CGU level based on
is any indication for impairment in relation to such property, consideration of external and internal factors affecting
plant and equipment, CWIP, right of use assets, goodwill and the value and performance of CGU.
other intangible assets at a cash generating unit (CGU) level.
• 
Obtained management assessment of recoverable
If any such indication exists, the Company estimates the
amount of CGU where impairment risk is identified
recoverable amount of these assets. Further, the Company
(including impairment reversal) and performed the
also periodically assesses whether there are any impairment
following procedures:
reversals.
a. Obtained an understanding of the Group’s process
To assess the recoverability of the CGU, management is
for projecting the future cash flows for determining
required to make significant estimates and assumptions
the recoverable amount of CGUs.
related to forecast of future revenue, operating margins, exit
multiple and discount rates. The recoverable amount of the b. Evaluated the key market related assumptions such
CGU determined based on value in use, has been derived from as discount rate and exit multiple with assistance
discounted cash flow model. of our valuation specialist. We also performed
sensitivity analysis over these assumptions.
In view of the significance of these assets and involvement
of judgements and estimates in impairment assessment c. 
Assessed the reliability of cash flow forecasts
of property, plant and equipment, CWIP, right of use assets, through a retrospective review of actual
goodwill and other intangible assets, this area has been performance in comparison to budgets.
identified as a key audit matter. d. Evaluated the reasonableness of the assumptions
used in the cash flow forecasts which includes
occupancy rate, average room rate and operating
margins. To consider forecasting risk we also
performed sensitivity analysis over these
assumptions.

SAMHI HOTELS LIMITED 255


INDEPENDENT AUDITOR’S REPORT (Contd.)

The key audit matter How the matter was addressed in our audit
• Evaluated the adequacy of the disclosures made in the
consolidated financial statements in accordance with
the applicable accounting standards.

REVENUE RECOGNITION

See Note 29 to the consolidated financial statements

The key audit matter How the matter was addressed in our audit
The Group is principally engaged in the business of owning Our audit procedures included:
hotels. It’s revenue comprises hotel revenue (including • 
Tested the design, implementation and operating
room revenue, food and beverage revenue and revenue from effectiveness of the key controls of the revenue
recreation and other services) and property management and recognition process.
space rental revenue.
• Tested the Group’s revenue recognition accounting
The accounting policies for different revenue streams are set policies are consistent with the applicable accounting
out in Note 1b.13 to the consolidated financial statements. standards.
Revenue is a key performance indicator of the Group and • Using statistical sampling basis, tested the revenue
there is risk of overstatement of revenue due to fraud resulting transactions recorded during the year (including year-
from pressure to achieve targets and earnings expectations. end cut off testing) with the underlying documents
Considering the above, we have identified revenue recognition such as invoices, bank collections and other relevant
as a key audit matter. documents, as applicable.
• Tested the journal entries relating to revenue recognised
during the year based on specified risk-based criteria, to
identify unusual or irregular items.
• Evaluated the adequacy of disclosures relating to the
revenue recognition made in the consolidated financial
statements in accordance with the applicable accounting
standards.

OTHER INFORMATION MANAGEMENT’S AND BOARD OF DIRECTORS


The Holding Company’s Management and Board of RESPONSIBILITIES FOR THE CONSOLIDATED
Directors are responsible for the other information. The FINANCIAL STATEMENTS
other information comprises the information included in The Holding Company’s Management and Board of Directors
the Holding Company’s annual report, but does not include are responsible for the preparation and presentation of
the financial statements and auditor’s report thereon. The these consolidated financial statements in term of the
Holding Company’s annual report is expected to be made requirements of the Act that give a true and fair view of the
available to us after the date of this auditor’s report. consolidated state of affairs, consolidated profit/ loss and
Our opinion on the consolidated financial statements does other comprehensive income, consolidated statement of
not cover the other information and we will not express any changes in equity and consolidated cash flows of the Group
form of assurance conclusion thereon. in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards
In connection with our audit of the consolidated financial
(Ind AS) specified under Section 133 of the Act. The respective
statements, our responsibility is to read the other information
Management and Board of Directors of the companies
identified above when it becomes available and, in doing
included in the Group are responsible for maintenance
so, consider whether the other information is materially
of adequate accounting records in accordance with the
inconsistent with the consolidated financial statements or
provisions of the Act for safeguarding the assets of each
our knowledge obtained in the audit, or otherwise appears to
company and for preventing and detecting frauds and other
be materially misstated.
irregularities; the selection and application of appropriate

256 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

INDEPENDENT AUDITOR’S REPORT (Contd.)

accounting policies; making judgments and estimates that • Obtain an understanding of internal control relevant to
are reasonable and prudent; and the design, implementation the audit in order to design audit procedures that are
and maintenance of adequate internal financial controls, appropriate in the circumstances. Under Section 143(3)
that were operating effectively for ensuring the accuracy (i) of the Act, we are also responsible for expressing
and completeness of the accounting records, relevant to the our opinion on whether the company has adequate
preparation and presentation of the consolidated financial internal financial controls with reference to financial
statements that give a true and fair view and are free from statements in place and the operating effectiveness of
material misstatement, whether due to fraud or error, such controls.
which have been used for the purpose of preparation of the • Evaluate the appropriateness of accounting policies
consolidated financial statements by the Management and used and the reasonableness of accounting estimates
Board of Directors of the Holding Company, as aforesaid. and related disclosures made by the Management and
In preparing the consolidated financial statements, the Board of Directors.
respective Management and Board of Directors of the • Conclude on the appropriateness of the Management
companies included in the Group are responsible for and Board of Directors use of the going concern basis
assessing the ability of each company to continue as a going of accounting in preparation of consolidated financial
concern, disclosing, as applicable, matters related to going statements and, based on the audit evidence obtained,
concern and using the going concern basis of accounting whether a material uncertainty exists related to events
unless the respective Board of Directors either intends to or conditions that may cast significant doubt on the
liquidate the Company or to cease operations, or has no appropriateness of this assumption. If we conclude
realistic alternative but to do so. that a material uncertainty exists, we are required to
The respective Board of Directors of the companies included draw attention in our auditor’s report to the related
in the Group are responsible for overseeing the financial disclosures in the consolidated financial statements
reporting process of each company. or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE evidence obtained up to the date of our auditor’s report.
CONSOLIDATED FINANCIAL STATEMENTS However, future events or conditions may cause the
Our objectives are to obtain reasonable assurance about Group to cease to continue as a going concern.
whether the consolidated financial statements as a whole • Evaluate the overall presentation, structure and content
are free from material misstatement, whether due to fraud of the consolidated financial statements, including the
or error, and to issue an auditor’s report that includes our disclosures, and whether the consolidated financial
opinion. Reasonable assurance is a high level of assurance, statements represent the underlying transactions and
but is not a guarantee that an audit conducted in accordance events in a manner that achieves fair presentation.
with SAs will always detect a material misstatement when it • Obtain sufficient appropriate audit evidence regarding
exists. Misstatements can arise from fraud or error and are the financial statements of such entities or business
considered material if, individually or in the aggregate, they activities within the Group to express an opinion on the
could reasonably be expected to influence the economic consolidated financial statements. We are responsible
decisions of users taken on the basis of these consolidated for the direction, supervision and performance of
financial statements. the audit of the financial statements of such entities
As part of an audit in accordance with SAs, we exercise included in the consolidated financial statements
professional judgment and maintain professional skepticism of which we are the independent auditors. For the
throughout the audit. We also: other entities included in the consolidated financial
• Identify and assess the risks of material misstatement statements, which have been audited by other auditor,
of the consolidated financial statements, whether due such other auditor remain responsible for the direction,
to fraud or error, design and perform audit procedures supervision and performance of the audits carried out
responsive to those risks, and obtain audit evidence by them. We remain solely responsible for our audit
that is sufficient and appropriate to provide a basis opinion. Our responsibilities in this regard are further
for our opinion. The risk of not detecting a material described in paragraph (a) of the section titled “Other
misstatement resulting from fraud is higher than for Matters” in this audit report.
one resulting from error, as fraud may involve collusion, We communicate with those charged with governance of
forgery, intentional omissions, misrepresentations, or the Holding Company and such other entities included in
the override of internal control. the consolidated financial statements of which we are the

SAMHI HOTELS LIMITED 257


INDEPENDENT AUDITOR’S REPORT (Contd.)

independent auditors regarding, among other matters, the INR 0.86 million for the year ended on that date, as
planned scope and timing of the audit and significant audit considered in the consolidated financial statements,
findings, including any significant deficiencies in internal have not been audited either by us or by other auditor.
control that we identify during our audit. These unaudited financial information have been
We also provide those charged with governance with a furnished to us by the Management and our opinion
statement that we have complied with relevant ethical on the consolidated financial statements, in so far as
requirements regarding independence, and to communicate it relates to the amounts and disclosures included in
with them all relationships and other matters that may respect of this subsidiary, and our report in terms of
reasonably be thought to bear on our independence, and sub-section (3) of Section 143 of the Act in so far as
where applicable, related safeguards. it relates to the aforesaid subsidiary, is based solely on
such unaudited financial information. In our opinion and
From the matters communicated with those charged with
according to the information and explanations given to
governance, we determine those matters that were of
us by the Management, this financial information is not
most significance in the audit of the consolidated financial
material to the Group.
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s Our opinion on the consolidated financial statements,
report unless law or regulation precludes public disclosure and our report on Other Legal and Regulatory
about the matter or when, in extremely rare circumstances, Requirements below, is not modified in respect of this
we determine that a matter should not be communicated matter with respect to the financial information certified
in our report because the adverse consequences of doing by the Management.
so would reasonably be expected to outweigh the public
interest benefits of such communication. REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS
OTHER MATTERS 1. As required by the Companies (Auditor’s Report) Order,
a. We did not audit the financial statements of two 2020 (“the Order”) issued by the Central Government of
subsidiaries, whose financial statements reflects total India in terms of Section 143(11) of the Act, we give in
assets (before consolidation adjustments) of INR the “Annexure A” a statement on the matters specified
532.46 million as at 31 March 2024, total revenues in paragraphs 3 and 4 of the Order, to the extent
(before consolidation adjustments) of INR 33.81 applicable.
million and net cash outflows (before consolidation 2 A. As required by Section 143(3) of the Act, based on
adjustments) amounting to INR 0.55 million for the year our audit and on the consideration of reports of the
ended on that date, as considered in the consolidated other auditor on separate financial statements of such
financial statements. These financial statements have subsidiaries, as were audited by other auditor, as noted
been audited by other auditor whose reports have been in the “Other Matters” paragraph, we report, to the
furnished to us by the Management and our opinion extent applicable, that:
on the consolidated financial statements, in so far as a. We have sought and obtained all the information
it relates to the amounts and disclosures included in and explanations which to the best of our
respect of these subsidiaries, and our report in terms of knowledge and belief were necessary for the
sub-section (3) of Section 143 of the Act, in so far as it purposes of our audit of the aforesaid consolidated
relates to the aforesaid subsidiaries is based solely on financial statements.
the reports of the other auditor.
b. In our opinion, proper books of account as required
Our opinion on the consolidated financial statements, by law relating to preparation of the aforesaid
and our report on Other Legal and Regulatory consolidated financial statements have been kept
Requirements below, is not modified in respect of this so far as it appears from our examination of those
matter with respect to our reliance on the work done books and the reports of the other auditor, except
and the reports of the other auditor. for the following:
b. The financial information of one subsidiary, whose (a) the back-up of accounting softwares (as set
financial information reflects total assets (before out below), which forms part of the ‘books of
consolidation adjustments) of INR 26.46 million as at account and other relevant books and papers
31 March 2024, total revenues (before consolidation in electronic mode’ have not been kept on
adjustments) of INR 68.51 million and net cash outflows servers physically located in India on a daily
(before consolidation adjustments) amounting to basis:

258 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

INDEPENDENT AUDITOR’S REPORT (Contd.)

1. Payroll records, procure to pay records g. With respect to the adequacy of the internal
and general ledger by Holding Company financial controls with reference to financial
and twelve subsidiary companies statements of the Holding Company and its
2. Food and Beverages revenue records by subsidiary companies incorporated in India and
Holding Company and eight subsidiary the operating effectiveness of such controls, refer
companies to our separate Report in “Annexure B”.

3. General ledger by Holding Company B. With respect to the other matters to be included in
during 1 April 2023 till 29 June 2023 the Auditor’s Report in accordance with Rule 11 of
and by six subsidiary companies during the Companies (Audit and Auditors) Rules, 2014, in
1 April 2023 till 23 August 2023 our opinion and to the best of our information and
according to the explanations given to us and based
4. Revenue records by two subsidiary
on the consideration of the reports of the other auditor
companies during 1 April 2023 to 31
on separate financial statements of the subsidiaries, as
March 2024 and by six subsidiary
noted in paragraph (a) of the “Other Matters” section:
companies during 1 April 2023 till 15
July 2023 a. The consolidated financial statements disclose
the impact of pending litigations as at 31 March
5. Food & beverage revenue records by
2024 on the consolidated financial position of
four subsidiary companies during 1
the Group. Refer Note 41B. to the consolidated
April 2023 till 15 July 2023; and
financial statements.
(b) for the matters stated in the paragraph 2B(f)
b. The Group did not have any material foreseeable
below on reporting under Rule 11(g) of the
losses on long-term contracts including derivative
Companies (Audit and Auditors) Rules, 2014.
contracts during the year ended 31 March 2024.
c. The consolidated balance sheet, the consolidated
c. There are no amounts which are required to
statement of profit and loss (including other
be transferred to the Investor Education and
comprehensive income), the consolidated
Protection Fund by the Holding Company or its
statement of changes in equity and the
subsidiary companies incorporated in India during
consolidated statement of cash flows dealt with
the year ended 31 March 2024.
by this Report are in agreement with the relevant
d. (i) The respective management has represented
books of account maintained for the purpose
to us and the other auditor of such subsidiary
of preparation of the consolidated financial
companies that, to the best of it’s knowledge
statements.
and belief, as disclosed in the Note 54(v)
d. In our opinion, the aforesaid consolidated financial
to the consolidated financial statements,
statements comply with the Ind AS specified
no funds have been advanced or loaned
under Section 133 of the Act.
or invested (either from borrowed funds
e. 
On the basis of the written representations or share premium or any other sources or
received from the directors of the Holding kind of funds) by the Holding Company or
Company as on 15 April 2024 to 19 April 2024 any of such subsidiary companies to or in
taken on record by the Board of Directors of the any other person(s) or entity(ies), including
Holding Company and the reports of the statutory foreign entities (“Intermediaries”), with the
auditors of its subsidiary companies incorporated understanding, whether recorded in writing or
in India, none of the directors of the Group otherwise, that the Intermediary shall directly
companies incorporated in India is disqualified or indirectly lend or invest in other persons or
as on 31 March 2024 from being appointed as a entities identified in any manner whatsoever
director in terms of Section 164(2) of the Act. by or on behalf of the Holding Company or
f. the qualifications relating to the maintenance of any of such subsidiary companies (“Ultimate
accounts and other matters connected therewith Beneficiaries”) or provide any guarantee,
are as stated in the paragraph 2A(b) above on security or the like on behalf of the Ultimate
reporting under Section 143(3)(b) of the Act and Beneficiaries.
paragraph 2B(f) below on reporting under Rule (ii) The respective management has represented
11(g) of the Companies (Audit and Auditors) to us and the other auditor of such subsidiary
Rules, 2014. companies that, to the best of it’s knowledge

SAMHI HOTELS LIMITED 259


INDEPENDENT AUDITOR’S REPORT (Contd.)

and belief, as disclosed in the Note 54(vi) to ii. In the absence of sufficient and appropriate
the consolidated financial statements, no reporting on compliance with the audit trail
funds have been received by the Holding requirements in the independent auditor’s
Company or any of such subsidiary reports of service organisations available
companies from any person(s) or entity(ies), for part of the year and in the absence of
including foreign entities (“Funding Parties”), the independent auditor’s reports of service
with the understanding, whether recorded organisations for the balance period, we
in writing or otherwise, that the Holding are unable to comment whether audit
Company or any of such subsidiary trail feature for the accounting softwares
companies shall directly or indirectly, lend or operated by third-party software service
invest in other persons or entities identified providers (as set out below), used for
in any manner whatsoever by or on behalf of maintaining the books of account, was
the Funding Parties (“Ultimate Beneficiaries”) enabled and operated throughout the year
or provide any guarantee, security or the like for all relevant transactions recorded in the
on behalf of the Ultimate Beneficiaries. respective softwares:
(iii) Based on the audit procedures performed (a) Payroll process by the Holding Company
that have been considered reasonable and and thirteen subsidiary companies
appropriate in the circumstances, nothing (b) Food & Beverage revenue process by
has come to our notice that has caused us to the Holding Company and six subsidiary
believe that the representations under sub- companies
clause (i) and (ii) of Rule 11(e), as provided
(c) Procure to pay process by the Holding
under (i) and (ii) above, contain any material
Company and five subsidiary companies
misstatement.
(d) General ledger by the Holding Company
e. The Holding Company and its subsidiary
and four subsidiary companies
companies incorporated in India have neither
declared nor paid any dividend during the year. iii. The feature of recording audit trail (edit
log) facility was not enabled for accounting
f. Based on our examination which included test
softwares used for maintaining the
checks and that performed by the respective
books of account relating to general
auditors of the subsidiary companies incorporated
ledger by the Holding Company and eight
in India whose financial statements have been
subsidiary companies and relating to food
audited under the Act, except for the instances
and beverages revenue process by four
mentioned below, the Holding Company and its
subsidiary companies.
subsidiary companies have used accounting
softwares for maintaining its books of account, iv. The feature of recording audit trail (edit log)
which have a feature of recording audit trail (edit facility was not enabled at the application
log) facility and the same has operated throughout level for the period from 1 April 2023 to 19
the year for all relevant transactions recorded in May 2023 for accounting softwares used for
the respective softwares: maintaining the books of account relating to
general Ledger by two subsidiary companies
i. The feature of recording audit trail (edit log)
and relating to procure to pay process by one
facility was not enabled at the database
subsidiary company.
level to log any direct data changes for the
accounting softwares used for maintaining v. The feature of recording audit trail (edit log)
the books of account relating to: facility was not enabled for an accounting
software used for maintaining the books of
(a) Revenue process by the Holding
account relating to general ledger by two
Company and thirteen subsidiary
subsidiary companies for the period from 1
companies
April 2023 to 6 February 2024.
(b) General Ledger by nine subsidiary
vi. In case of an accounting software used for
companies
maintaining the books of account relating
(c) Procure to pay process by eight to food and beverage revenue process by
subsidiary companies two subsidiary companies, due to system

260 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

INDEPENDENT AUDITOR’S REPORT (Contd.)

limitation to validate configuration of the C. With respect to the matter to be included in the Auditor’s
feature of recording audit trail (edit log) Report under Section 197(16) of the Act:
facility of the said software, we are unable In our opinion and according to the information and
to comment on whether the audit trail (edit explanations given to us, the remuneration paid during
log) facility of the said software was enabled the current year by the Holding Company to its directors
and whether it operated throughout the year is in accordance with the provisions of Section 197 of
for all relevant transactions recorded in the the Act. The remuneration paid to any director by the
software. Holding Company is not in excess of the limit laid down
Further, for the periods where audit trail (edit under Section 197 of the Act. The Ministry of Corporate
log) facility was enabled and operated for the Affairs has not prescribed other details under Section
respective accounting softwares, we did not 197(16) of the Act which are required to be commented
come across any instance of the audit trail upon by us.
feature being tampered with except that in
case of an accounting softwares used for
maintaining general ledger by the Holding For B S R & Co. LLP
Company and seven subsidiary companies Chartered Accountants
(in case of six subsidiary companies from Firm’s Registration No.:101248W/W-100022
1 April 2023 to 6 February 2024), due to
limitations in the system configuration, we Rahul Nayar
are unable to comment whether there were Partner
any instances of the audit trail feature being Place: Gurugram Membership No.: 508605
tampered with. Date: 29 May 2024 ICAI UDIN:24508605BKGUMS4059

SAMHI HOTELS LIMITED 261


ANNEXURE A to the Independent Auditor’s Report on the Consolidated Financial Statements of SAMHI
Hotels Limited for the year ended 31 March 2024

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
(xxi) In our opinion and according to the information and explanations given to us, following companies incorporated in India
and included in the consolidated financial statements, have unfavourable remarks, qualification or adverse remarks given
by its auditor in his reports under the Companies (Auditor’s Report) Order, 2020 (CARO):

Sr. Name of the entities CIN Holding Clause number of the CARO
No. Company/ report which is unfavourable or
Sub sidiary qualified or adverse
1 SAMHI Hotels Limited L55101DL2010PLC 211816 Holding Clause (i)(c), (vii)(a) of annexure
A to the Independent Auditor’s
Report
2 Barque Hotels Private Limited U55101DL2008PTC 175957 Subsidiary Clause (i)(c), (vii)(a), (ix)(d) of
annexure A to the Independent
Auditor’s Report
3 SAMHI JV Business Hotels U55101DL2011PTC 214129 Subsidiary Clause (i)(c), (vii)(a), (ix)(d) of
Private Limited annexure A to the Independent
Auditor’s Report
4 Argon Hotels Private Limited U55101DL2007PTC 161614 Subsidiary Clause (i)(c), (vii)(a), (ix)(d), of
annexure A to the Independent
Auditor’s Report
5 Paulmech Hospitality Private U55101WB2010PT C151700 Step down Clause (i)(c), (vii)(a), (ix)(d) of
Limited Subsidiary annexure A to the Independent
Auditor’s Report
6 CASPIA Hotels Private Limited U55209MH2005PT C155010 Subsidiary Clause (i)(c), (vii)(a), (ix)(d) of
annexure A to the Independent
Auditor’s Report
7 Ascent Hotels Private Limited U55101MH2005PT C154475 Subsidiary Clause (vii)(a), (ix)(d), of
annexure A to the Independent
Auditor’s Report
8 SAMHI Hotels (Ahmedabad) U55101GJ2005PTC 045397 Subsidiary Clause (i)(c), (vii)(a)
Private Limited of annexure A to the
Independent Auditor’s Report
9 SAMHI Hotels (Gurgaon) Private U70109DL2006PTC 151242 Subsidiary Clause (i)(c), (vii)(a), (ix)(d) of
Limited annexure A to the Independent
Auditor’s Report
10 Duet India Hotels (Chennai) U55101HR2009PTC 046940 Subsidiary Clause (vii)(a), (ix)(d) of
Private Limited annexure A to the Independent
Auditor’s Report
11 Duet India Hotels (Hyderabad) U55101HR2008PTC 046360 Subsidiary Clause (iii)(c), (iii)(d),
Private Limited (vii)(a), (ix)(d) of annexure A
to the Independent Auditor’s
Report
12 Duet India Hotels (Pune) Private U55101HR2006PTC 046766 Subsidiary Clause (iii)(c), (iii)(d), (vii)(a) of
Limited annexure A to the Independent
Auditor’s Report
13 Duet India Hotels (Ahmedabad) U55101HR2006PTC 046359 Subsidiary Clause (iii)(c), (iii)(d),
Private Limited (vii)(a), (ix)(d) of annexure A
to the Independent Auditor’s
Report
14 Duet India Hotels (Chennai OMR) U55101HR2010FTC 046877 Subsidiary Clause (iii)(c), (iii)(d),
Private Limited (vii)(a), (ix)(d) of annexure A
to the Independent Auditor’s
Report

262 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL


STATEMENTS OF SAMHI HOTELS LIMITED FOR THE YEAR ENDED 31 MARCH 2024 (Contd.)

Sr. Name of the entities CIN Holding Clause number of the CARO
No. Company/ report which is unfavourable or
Sub sidiary qualified or adverse
15 Duet India Hotels (Jaipur) Private U55101HR2006PTC 046764 Step down Clause (iii)(c), (iii)(d) of annexure
Limited Subsidiary A to the Independent Auditor’s
Report
16 Duet India U45200HR1982PTC 075000 Step down Clause (i)(c), (xix) of annexure
Hotels (Navi Mumbai) Private Subsidiary A to the Independent Auditor’s
Limited Report

For B S R & Co. LLP


Chartered Accountants
Firm’s Registration No.:101248W/W-100022

Rahul Nayar
Partner
Place: Gurugram Membership No.: 508605
Date: 29 May 2024 ICAI UDIN:24508605BKGUMS4059

SAMHI HOTELS LIMITED 263


ANNEXURE B to the Independent Auditor’s Report on the consolidated financial statements of SAMHI Hotels
Limited for the year ended 31 March 2024

REPORT ON THE INTERNAL FINANCIAL CONTROLS A ‘material weakness’ is a deficiency, or a combination of


WITH REFERENCE TO THE AFORESAID CONSOLIDATED deficiencies, in internal financial control with reference
FINANCIAL STATEMENTS UNDER CLAUSE (I) OF SUB- to financial statements, such that there is a reasonable
SECTION 3 OF SECTION 143 OF THE ACT possibility that a material misstatement of the company’s
annual or interim financial statements will not be prevented
(Referred to in paragraph 2(A)(g) under ‘Report on Other
or detected on a timely basis.
Legal and Regulatory Requirements’ section of our report
of even date) MANAGEMENT’S AND BOARD OF DIRECTORS’
RESPONSIBILITIES FOR INTERNAL FINANCIAL
QUALIFIED OPINION CONTROLS
We have audited the internal financial controls with reference The respective Company’s Management and the Board of
to financial statements of SAMHI Hotels Limited as of Directors are responsible for establishing and maintaining
31 March 2024 in conjunction with our audit of the internal financial controls based on the internal financial
consolidated financial statements of the Group for the year controls with reference to financial statements criteria
ended on that date. established by the respective company considering the
In our opinion the Holding Company and such companies essential components of internal control stated in the
incorporated in India under the Act which are its subsidiary Guidance Note. These responsibilities include the design,
companies have maintained, in all material respects, implementation and maintenance of adequate internal
adequate internal financial controls with reference to financial financial controls that were operating effectively for
statements as at 31 March 2024, based on the internal ensuring the orderly and efficient conduct of its business,
financial controls with reference to financial statements including adherence to the respective company’s policies,
criteria established by such companies considering the the safeguarding of its assets, the prevention and detection
essential components of internal control stated in the of frauds and errors, the accuracy and completeness of the
Guidance Note on Audit of Internal Financial Controls Over accounting records, and the timely preparation of reliable
Financial Reporting issued by the Institute of Chartered financial information, as required under the Act.
Accountants of India (the “Guidance Note”) and except for
the possible effects of the material weakness described in AUDITOR’S RESPONSIBILITY
“Basis for Qualified Opinion” section of our report below on Our responsibility is to express an opinion on the internal
the achievement of the objectives of the control criteria, the financial controls with reference to financial statements
Holding Company’s and of such companies incorporated based on our audit. We conducted our audit in accordance
in India under the Act which are its subsidiary companies with the Guidance Note and the Standards on Auditing,
internal financial controls with reference to financial prescribed under Section 143(10) of the Act, to the extent
statements were operating effectively as of 31 March 2024. applicable to an audit of internal financial controls with
We have considered the material weakness identified reference to financial statements. Those Standards and
and reported below in determining the nature, timing, the Guidance Note require that we comply with ethical
and extent of audit tests applied in our audit of 31 March requirements and plan and perform the audit to obtain
2024 consolidated financial statements of the Group, and reasonable assurance about whether adequate internal
the material weakness do not affect our opinion on the financial controls with reference to financial statements
consolidated financial statements of the Group. were established and maintained and if such controls
operated effectively in all material respects.
BASIS FOR QUALIFIED OPINION Our audit involves performing procedures to obtain audit
According to the information and explanation given to us evidence about the adequacy of the internal financial
and based on our audit, the following material weakness has controls with reference to financial statements and their
been identified as at 31 March 2024: operating effectiveness. Our audit of internal financial
The internal financial controls with reference to financial controls with reference to financial statements included
statements in respect of General Information Technology obtaining an understanding of internal financial controls
Controls (GITCs) and automated Information Technology (IT) with reference to financial statements, assessing the risk
Application Controls over the Opera and Oasis application that a material weakness exists, and testing and evaluating
software, where applicable, were not operating effectively the design and operating effectiveness of internal control
as at 31 March 2024. This could potentially result in based on the assessed risk. The procedures selected
understatement/ overstatement of revenue from operations depend on the auditor’s judgement, including the
in the Group’s consolidated financial statements. assessment of the risks of material misstatement of the

264 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL


STATEMENTS OF SAMHI HOTELS LIMITED FOR THE YEAR ENDED 31 MARCH 2024 (Contd.)

consolidated financial statements, whether due to fraud or conditions, or that the degree of compliance with the policies
error. or procedures may deteriorate.
We believe that the audit evidence we have obtained is
OTHER MATTERS
sufficient and appropriate to provide a basis for our qualified
opinion on the internal financial controls with reference to Our aforesaid report under Section 143(3)(i) of the Act on the
financial statements. adequacy and operating effectiveness of the internal financial
controls with reference to financial statements insofar as it
MEANING OF INTERNAL FINANCIAL CONTROLS WITH relates to two subsidiary companies, which are companies
REFERENCE TO FINANCIAL STATEMENTS incorporated in India, is based on the corresponding reports
of the auditor of such companies incorporated in India.
A company’s internal financial controls with reference
to financial statements is a process designed to provide The internal financial controls with reference to financial
reasonable assurance regarding the reliability of financial information insofar as it relates to one subsidiary company,
reporting and the preparation of consolidated financial which is a company incorporated in India and included in
statements for external purposes in accordance with these consolidated financial statements, have not been
generally accepted accounting principles. A company’s audited either by us or by other auditor. In our opinion and
internal financial controls with reference to financial according to the information and explanations given to us by
statements include those policies and procedures that (1) the Management, such unaudited subsidiary company is not
pertain to the maintenance of records that, in reasonable material to the Holding Company.
detail, accurately and fairly reflect the transactions and Our opinion is not modified in respect of above matters.
dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as
For B S R & Co. LLP
necessary to permit preparation of consolidated financial
Chartered Accountants
statements in accordance with generally accepted
Firm’s Registration No.:101248W/W-100022
accounting principles, and that receipts and expenditures
of the company are being made only in accordance
Rahul Nayar
with authorisations of management and directors of the
Partner
company; and (3) provide reasonable assurance regarding
Place: Gurugram Membership No.: 508605
prevention or timely detection of unauthorised acquisition,
Date: 29 May 2024 ICAI UDIN: 24508605BKGUMS4059
use, or disposition of the company’s assets that could have
a material effect on the consolidated financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL


CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS
Because of the inherent limitations of internal financial
controls with reference to financial statements, including the
possibility of collusion or improper management override
of controls, material misstatements due to error or fraud
may occur and not be detected. Also, projections of any
evaluation of the internal financial controls with reference to
financial statements to future periods are subject to the risk
that the internal financial controls with reference to financial
statements may become inadequate because of changes in

SAMHI HOTELS LIMITED 265


CONSOLIDATED BALANCE SHEET
AS AT MARCH 31, 2024
(All amounts in ` mn, unless otherwise stated)
Notes As at As at
March 31, 2024 March 31, 2023
ASSETS
Non-current assets
Property, plant and equipment 1c 23,047.70 17,974.16
Capital work-in-progress 1c 324.63 202.13
Right-of-use assets 1c 1,758.59 937.56
Investment property 1c 143.01 146.09
Goodwill 2 4,528.04 66.96
Other intangible assets 2 27.69 31.48
Financial assets
Loans 3 67.02 66.01
Other financial assets 4 1,311.69 500.13
Income tax assets (net) 5 305.34 145.81
Other non-current assets 7 125.27 87.40
Total non-current assets 31,638.98 20,157.73
Current assets
Inventories 8 40.40 32.79
Financial assets
Trade receivables 9 605.41 512.68
Cash and cash equivalents 10 1,323.68 1,185.49
Bank balances other than cash and cash equivalents above 11 150.55 128.78
Loans 12 - 0.26
Other financial assets 13 345.02 109.96
Other current assets 14a 347.13 432.34
2,812.19 2,402.30
Assets held for sale 14b - 70.00
Total current assets 2,812.19 2,472.30
TOTAL ASSETS 34,451.17 22,630.03
EQUITY AND LIABILITIES
Equity
Equity share capital 15 220.01 85.33
Other equity 16 10,165.39 (8,161.79)
Total equity 10,385.40 (8,076.46)
Liabilities
Non-current liabilities
Financial liabilities
Borrowings 17 15,596.98 20,552.81
Lease liabilities 18 374.29 448.10
Trade payables 19
- total outstanding dues of micro enterprises and small enterprises; - -
and
- total outstanding dues of creditors other than micro enterprises - 13.64
and small enterprises
Other financial liabilities 20 1.75 40.99
Provisions 21 76.74 52.54
Deferred tax liabilities 6 391.05 -
Other non-current liabilities 22 274.18 261.52
Total non-current liabilities 16,714.99 21,369.60
Current liabilities
Financial liabilities
Borrowings 23 5,166.48 6,346.95
Lease liabilities 24 89.26 92.47
Trade payables 25
- total outstanding dues of micro enterprises and small enterprises; 74.91 73.74
and
- total outstanding dues of creditors other than micro enterprises and 1,194.00 1,326.09
small enterprises
Other financial liabilities 26 245.69 1,107.26
Other current liabilities 27 517.66 359.55
Provisions 28 62.78 30.83
Total current liabilities 7,350.78 9,336.89
Total liabilities 24,065.77 30,706.49
TOTAL EQUITY AND LIABILITIES 34,451.17 22,630.03
The notes from Note 1 to Note 58 form an integral part of consolidated financial statements.
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

266 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF PROFIT AND LOSS


FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in ` mn, unless otherwise stated)
Notes For the year ended For the year ended
March 31, 2024 March 31, 2023
INCOME
Revenue from operations 29 9,573.93 7,385.70
Other income 30 213.33 228.50
Total income 9,787.26 7,614.20
EXPENSES
Cost of materials consumed 31 718.70 579.65
Employee benefits expense 32 1,678.37 1,203.73
Share based payments 50 459.51 26.06
Other expenses 35 4,052.17 3,198.81
6,908.75 5,008.25
Earnings before finance cost, depreciation and amortisation, exceptional 2,878.51 2,605.95
items and tax
Finance costs 33 3,451.10 5,220.60
Depreciation and amortisation expense 34 1,136.69 962.77
4,587.79 6,183.37
Loss before exceptional items and tax (1,709.28) (3,577.42)
Exceptional items loss / (gain) 36 732.10 (191.84)
Loss before tax (2,441.38) (3,385.58)
Tax expense 6
Current tax (2.61) 0.28
Deferred tax (92.59) -
(95.20) 0.28
Loss for the year (2,346.18) (3,385.86)
Other comprehensive income/(loss)
Items that will not be reclassified to profit or loss
- Re-measurement gain/(loss) on defined benefit obligations 39 4.65 (3.71)
- Income tax relating to items mentioned above - -
Other comprehensive income/(loss) for the year, net of tax 4.65 (3.71)
Total comprehensive loss for the year (2,341.53) (3,389.57)
Loss attributable to:
Owners of the Group (2,346.18) (3,385.86)
Non-controlling interest - -
Loss for the year (2,346.18) (3,385.86)
Other comprehensive income/(loss) attributable to:
Owners of the Group 4.65 (3.71)
Non-controlling interest - -
Other comprehensive income/(loss) for the year 4.65 (3.71)
Total comprehensive income/(loss) attributable to:
Owners of the Group (2,341.53) (3,389.57)
Non-controlling interest - -
Total comprehensive loss for the year (2,341.53) (3,389.57)
Earnings / (loss) per equity share (Face value of ` 1 each): 37
Basic (`) (14.67) (43.93)
Diluted (`) (14.67) (43.93)

The notes from Note 1 to Note 58 form an integral part of consolidated financial statements.
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

SAMHI HOTELS LIMITED 267


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in ` mn, unless otherwise stated)
For the year ended For the year ended
March 31, 2024 March 31, 2023
A. Cash flows from operating activities
Loss before tax (2,441.38) (3,385.58)
Adjustments for:
Depreciation and amortisation expense 1,136.69 962.77
Unrealized loss on foreign exchange fluctuation (net) 15.54 26.24
Finance costs 3,451.10 5,220.60
Interest income (110.09) (64.17)
Loss allowance for trade receivables 14.06 32.20
COVID 19 related rent concessions - (1.98)
Share based payments 459.51 26.06
Gain on disposal of property, plant and equipment (net) (0.31) (126.77)
Net gain on fair valuation of equity component of non-convertible debentures - (68.44)
Gain on modification of financial liabilities - (37.15)
Gain on reclassification of assets held for sale (5.00) -
Unwinding of discount on security deposits (9.18) (7.56)
Amortization of income received in advance (8.44) (8.44)
Provision for impairment in value of property, plant and equipment, other intangible 768.28 -
assets and other assets (refer note 52)
Reversal of provision for impairment in value of property, plant and equipment and (31.18) (87.47)
other intangible assets
Provisions/liabilities no longer required written back (48.90) (30.72)
Operating cash flows before movement in assets and liabilities 3,190.70 2,449.59
Decrease / (increase) in trade receivables 51.39 (295.54)
Decrease / (increase) in inventories 8.33 (7.64)
Decrease in loans 15.04 0.98
(Increase) in other financial assets (181.95) (1.72)
Decrease / (increase) in other assets 195.33 (112.98)
(Decrease) / increase in provisions (38.94) 13.67
(Decrease) / increase in other financial liabilities (25.08) 34.46
Increase / (decrease) in other liabilities 54.56 (15.13)
(Decrease) / increase in trade payables (408.35) 116.64
Cash generated from operations 2,861.03 2,182.33
Income taxes paid (net) (114.12) (7.87)
Net cash generated from operating activities (A) 2,746.91 2,174.46
B. Cash flows from investing activities
Purchase of property, plant and equipment, capital work in progress and other (379.40) (74.59)
intangible assets
Acquisition related costs (refer note 55) (15.01) -
Proceeds from sale of property, plant and equipment 2.46 942.59
Bank deposits matured 3,312.60 9,130.20
Bank deposits made (3,588.83) (9,366.54)
Interest received 98.70 52.27
Net cash (used in) / generated from investing activities (B) (569.48) 683.93
C. Cash flows from financing activities
Lease payments (42.84) (45.14)
Interest on lease liabilities (50.40) (52.32)
Proceeds from issue of equity share capital (net of expenses) (Refer note 57) 11,437.10 -
Proceeds from long term borrowings 5,288.24 10,177.99
Repayment of long term borrowings (11,993.23) (10,539.41)
(Repayment) of / proceeds from current borrowings (net) (39.20) 619.90
Finance costs paid (6,722.85) (3,347.90)
Net cash used in financing activities (C) (2,123.18) (3,186.88)
Net increase / (decrease) in cash and cash equivalents (A + B + C) 54.25 (328.49)
Cash and cash equivalents in respect of subsidiaries acquired (refer note 55) 83.94 -

268 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

STANDALONE STATEMENT OF CASH FLOWS


FOR THE YEAR ENDED 31 MARCH, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

For the year ended For the year ended


March 31, 2024 March 31, 2023
Cash and cash equivalents at the beginning of the year 1,185.49 1,513.98
Cash and cash equivalents at the end of the year 1,323.68 1,185.49

i. Components of cash and cash equivalents:


Cash on hand 6.69 5.16
Balances with banks *
- in current accounts 1,243.92 1,093.01
- in deposit accounts (with original maturity of 3 months or less) 73.07 87.32
1,323.68 1,185.49
* Includes unutilized balance of Net IPO proceeds which will be utilized as per the
Company's Prospectus dated 18 September 2023. (Refer note 57)
ii. Movement in financial liabilities - Borrowings including accrued interest
For the year ended For the year ended
March 31, 2024 March 31, 2023
Opening Balance 27,875.40 25,976.89
Changes from financing cash flows
Proceeds from long term borrowings 5,288.24 10,177.99
Repayment of long term borrowings (11,993.23) (10,539.41)
(Repayment) of / proceeds from current borrowings (net) (39.20) 619.90
Finance cost paid (6,722.85) (3,347.90)
Other non cash changes
Finance cost expense 3,399.26 5,147.16
Acquisition adjustment (refer note 55) 2,965.80 -
Conversion of Optionally convertible debentures (unsecured) to equity shares - (159.23)
(including securities premium)
Closing Balance 20,773.42 27,875.40
iii. Movement in lease liabilities is as follows:
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Opening balance 540.57 528.10
Changes from financing cash flows
Payment of lease liabilities (including interest expense) (93.24) (97.46)
Other non cash changes
Additions during the year 10.36 59.59
Interest expense on lease liabilities 50.40 52.32
COVID 19 related rent concessions - (1.98)
Adjustments due to modification of lease (44.54) -
Closing balance (Refer Note 18 and 24) 463.55 540.57
iv. The Cash Flows from operating activities section in Consolidated Statement of Cash flows has been prepared in accordance
with the 'Indirect Method' as set out in the Ind AS 7 "Statement of Cash Flows".

The notes from Note 1 to Note 58 form an integral part of consolidated financial statements.
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

SAMHI HOTELS LIMITED 269


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in ` mn, unless otherwise stated)
A. EQUITY SHARE CAPITAL

Particulars Number of shares Amount


As at April 01, 2022 76,270,704 76.27
Changes in equity share capital during the year 9,063,846 9.06
As at March 31, 2023 85,334,550 85.33
As at April 01, 2023 85,334,550 85.33
Changes in equity share capital during the year 134,671,945 134.68
As at March 31, 2024 220,006,495 220.01

B. OTHER EQUITY (REFER NOTE 16)

Particulars Reserves and Surplus Total


Capital Securities Share Retained
reserve premium options earnings
outstanding
account
Balance as at April 01, 2022 637.87 11,006.89 76.58 (18,186.01) (6,464.67)
Loss for the year - - - (3,385.86) (3,385.86)
Remeasurement of defined benefit plans - - - (3.71) (3.71)
Total comprehensive loss - - - (3,389.57) (3,389.57)
Transferred to retained earnings (refer note 50) - - (76.58) 76.58 -
Securities premium on issue of equity shares - 1,666.39 - - 1,666.39
Equity settled share based payments - - 26.06 - 26.06
(refer note 50)
Balance as at March 31, 2023 637.87 12,673.28 26.06 (21,499.00) (8,161.79)
Balance as at April 01, 2023 637.87 12,673.28 26.06 (21,499.00) (8,161.79)
Loss for the year - - - (2,346.18) (2,346.18)
Remeasurement of defined benefit plans - - - 4.65 4.65
Total comprehensive loss - - - (2,341.53) (2,341.53)
Transferred to securities premium on issue of - 286.88 (286.88) - -
equity shares (refer note 50)
Securities premium on issue of equity shares - 20,789.09 - - 20,789.09
(refer note 50, 55 and 57)
Share issue expenses (refer note 55 and 57) - (579.89) - - (579.89)
Equity settled share based payments - - 459.51 - 459.51
(refer note 50)
Balance as at March 31, 2024 637.87 33,169.36 198.69 (23,840.53) 10,165.39

The notes from Note 1 to Note 58 form an integral part of consolidated financial statements.
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

270 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024
(All amounts in ` mn, unless otherwise stated)
1A (i) Corporate information • ACIC Advisory Private Limited (w.e.f. August
SAMHI Hotels Limited (‘the Holding Company’ 10, 2023)
or ‘the Company’ or ‘the Parent’) is a Company The Group is a hotel development and investment
domiciled in India. The Company was Group with focus on operating internationally
incorporated in India on December 28, 2010 as branded hotels across key cities in the Indian sub-
per the provisions of Indian Companies Act. The continent.
Company got listed on National Stock Exchange
of India Limited (NSE) and BSE Limited (BSE) on 1A (ii) Basis of preparation
September 22, 2023. The registered office of the A. Statement of compliance
Company is at Caspia Hotels Delhi, District Centre
These consolidated financial statements have
Crossing, Opp. Galaxy Toyota Outer Ring Road,
been prepared in accordance with Indian
Haiderpur, Shalimar Bagh, North West, Delhi, India,
Accounting Standards (Ind AS) as per the
110088 and the corporate office of the Company
Companies (Indian Accounting Standards) Rules,
is situated at 14th Floor, Building 10 C, Cyber City,
2015 as amended from time to time notified under
Phase-II, Gurugram, Haryana, India, 122002.
Section 133 of the Companies Act, 2013, (‘Act’)
The consolidated financial statements as at and and other relevant provisions of the Act.
for the year ended on March 31, 2024 comprise the
The consolidated financial statements are
Company and its subsidiaries (together referred to
approved for issue by the Company’s Board of
as “the Group”).
Directors on May, 29 2024.
The Group comprises following subsidiaries
Details of the Group’s accounting policies,
(including step-down subsidiary):
including changes thereto, are included in Note 1b
• SAMHI JV Business Hotels Private Limited and Note 1b(i).
• SAMHI Hotels (Gurgaon) Private Limited
B. Functional and presentation currency
• Barque Hotels Private Limited
The consolidated financial statements are
• SAMHI Hotels (Ahmedabad) Private Limited presented in Indian Rupees (`), which is also the
• CASPIA Hotels Private Limited Holding Company including subsidiary company’s
• Ascent Hotels Private Limited functional currency. All amounts have been
• Argon Hotels Private Limited rounded to the nearest millions, unless otherwise
indicated.
• Paulmech Hospitality Private Limited (step-
down subsidiary) C. Basis of Measurement
• Duet India Hotels (Ahmedabad) Private The consolidated financial statements have been
Limited (w.e.f. August 10, 2023) prepared under the historical cost basis except for
• Duet India Hotels (Bangalore) Private Limited the following items, which are measured on an
(w.e.f. August 10, 2023) alternative basis on each reporting date.

• Duet India Hotels (Chennai) Private Limited Items Measurement Basis


(w.e.f. August 10, 2023) Financial assets and Fair Value
liabilities i.e., derivative
• Duet India Hotels (Chennai OMR) Private
instruments
Limited (w.e.f. August 10, 2023)
Also refer note 51 for going concern basis of
• Duet India Hotels (Pune) Private Limited
accounting used by the management.
(w.e.f. August 10, 2023)
D. Use of estimates and judgments
• Duet India Hotels (Jaipur) Private Limited
(step-down subsidiary) (w.e.f. August 10, In preparing these consolidated financial
2023) statements, management has made judgments
and estimates that affect the application of Group’s
• Duet India Hotels (Hyderabad) Private
accounting policies and the reported amounts of
Limited (w.e.f. August 10, 2023)
assets, liabilities, income and expenses. Actual
• Duet India Hotels (Navi Mumbai) Private
results may differ from these estimates.
Limited (step-down subsidiary) (w.e.f.
August 10, 2023)

SAMHI HOTELS LIMITED 271


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Estimates and underlying assumptions are E. Current/ Non-current classification


reviewed on an ongoing basis. Revisions to Based on the time involved between the
estimates are recognized prospectively. acquisition of assets for processing and their
Judgements realization in cash or cash equivalents, the Group
Information about judgements made in applying has identified twelve months as its operating
accounting policies that have the most significant cycle for determining current and non-current
effect on the amounts recognized in the financial classification of assets and liabilities in the
statements is included in the following notes: balance sheet.

• Leasing arrangement (determining the lease F. Measurement of fair values


period) – Note 48. A number of the Group’s accounting policies
Assumptions and estimation uncertainties and disclosures require the measurement of fair
Information about assumptions and estimation values, for both financial and non-financial assets
uncertainties at the reporting date that have and liabilities.
a significant risk of resulting in a material The Group has an established control framework
adjustment to the carrying amounts of assets and with respect to the measurement of fair values.
liabilities within the next financial year is included This includes a finance team of Holding Company
in the following notes: that has overall responsibility for overseeing all
• Financial instruments - Note 45 significant fair value measurements, including
Level 3 fair values and reports directly to the chief
• Fair value measurement – Note 45 (B)
financial officer.
• Impairment test of goodwill, property, plant
Fair values are categorized into different levels in
and equipment, right of use assets and
a fair value hierarchy based on the inputs used in
other intangible assets: key assumptions
the valuation techniques as follows:
underlying recoverable amounts – Note 52
• Level 1: quoted prices (unadjusted) in active
• Measurement of ECL allowance for trade
markets for identical assets or liabilities.
receivables and other assets – Note 45(E)
• Level 2: inputs other than quoted prices
• 
Assessment of useful life and residual
included in Level 1 that are observable for the
value of property, plant and equipment and
asset or liability, either directly (i.e. as prices)
intangible assets – Note 1b.3
or indirectly (i.e. derived from prices).
• Leasing arrangement (determining the
Level 3: inputs for the asset or liability that
• 
discount rate) – Note 48
are not based on observable market data
• Measurement of defined benefit obligations: (unobservable inputs).
Key actuarial assumptions– Note 39.
When measuring the fair value of an asset or a
• Recognition and measurement of provisions liability, the Group uses observable market data as
and contingencies: key assumptions about far as possible. If the inputs used to measure the
the likelihood and magnitude of an outflow of fair value of an asset or a liability fall into different
resources – Note 41 levels of the fair value hierarchy, then the fair
• 
Recognition of deferred tax assets: value measurement is categorized in its entirety
availability of future taxable profits against in the same level of the fair value hierarchy as the
which deductible temporary differences and lowest level input that is significant to the entire
tax losses carried forward can be utilized - measurement.
Note 06. The Group recognizes transfers between levels of
• Acquisition of subsidiaries: Fair value of the fair value hierarchy at the end of the reporting
the consideration transferred (including period during which the change has occurred.
contingent consideration) and fair value of Further information about the assumptions made
the assets acquired and liabilities assumed in measuring fair values is included in the following
– Note 55. notes:

272 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

• Share-based payment arrangements – Note combination as a bargain purchase, then gain on


50 a bargain purchase is recognized directly in equity
• Financial instruments – Note 45 as capital reserve.

• Acquisition of subsidiaries – Note 55 If a business combination is achieved in stages,


then the previously held equity interest in the
• Investment property – Note 53
acquiree is re-measured at its acquisition date
• Asset held for sale – Note 14b fair value and the resulting gain or loss, if any, is
recognized in profit and loss or OCI, as appropriate.
1B. MATERIAL ACCOUNTING POLICIES
Business combinations arising from transfers
1) Basis of consolidation of interests in entities that are under the control
Business Combinations of the shareholder that controls the Group are
Business Combinations (other than common accounted for as if the acquisition had occurred
control business combinations) are accounted for at the beginning of the earliest comparative
using the purchase (acquisition) method. The cost period presented or, if later, at the date that
of an acquisition is measured as the fair value of common control was established; for this
the consideration transferred, equity instruments purpose comparatives are revised. The assets and
issued and liabilities incurred or assumed at the liabilities acquired are recognized at their carrying
date of exchange. The consideration transferred amounts. The identity of the reserves is preserved,
does not include amounts related to the settlement and they appear in the financial statements of the
of pre-existing relationships with the acquiree. Group in the same form in which they appeared in
Such amounts are generally recognized in the the financial statement of the acquired entity. The
statement of profit and loss. differences, if any, between the consideration and
the amount of share capital of the acquired entity is
The cost of acquisition also includes the fair value
transferred to capital reserve (if credit) or revenue
of any contingent consideration. Any contingent
reserves (if debit) and if there are no reserves or
consideration is measured at fair value at the date
inadequate reserves, to an amalgamation deficit
of acquisition. If an obligation to pay contingent
reserve (if debit), with disclosure of its nature and
consideration that meets the definition of a
purpose in the notes to the financial statements.
financial instrument is classified as equity, then
it is not remeasured and settlement is accounted 2) Principles of consolidation
for within equity. Otherwise, other contingent Control is achieved when the Group is exposed, or
consideration is remeasured at fair value at each has rights, to variable returns from its involvement
reporting date and subsequent changes in the with the investee and has the ability to affect
fair value of the contingent consideration are those returns through its power over the investee.
recognized in the statement of profit and loss. Specifically, the Group controls an investee if and
Identifiable assets acquired and liabilities and only if the Group has:
contingent liabilities assumed in a business • Power over the investee (i.e. existing rights
combination are measured initially at fair value at that give it the current ability to direct the
the date of acquisition. Transaction costs incurred relevant activities of the investee)
in connection with a business combination
• Exposure, or rights, to variable returns from
are expensed as incurred. The excess of the
its involvement with the investee, and
consideration transferred over the fair value of
the net identifiable assets acquired is recorded • The ability to use its power over the investee
as goodwill. If those amounts are less than the to affect its returns
fair value of the net identifiable assets of the When the Group has less than a majority of the
business acquired, the difference is recognized in voting or similar rights of an investee, the Group
other comprehensive income and accumulated considers all relevant facts and circumstances in
in equity as capital reserve provided there is clear assessing whether it has power over an investee,
evidence of the underlying reasons for classifying including:
the business combination as a bargain purchase. • The contractual arrangement with the other
If there does not exist clear evidence of the vote holders of the investee
underlying reasons for classifying the business

SAMHI HOTELS LIMITED 273


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

• 
Rights arising from other contractual 3) Property, plant and equipment
arrangements Recognition and measurement
• The Group’s voting rights and potential voting The cost of an item of property, plant and
rights equipment shall be recognized as an asset if, and
• The size of the Group’s holding of voting only if it is probable that future economic benefits
rights relative to the size and dispersion of associated with the item will flow to the Group and
the holdings of the other voting rights holders the cost of the item can be measured reliably.
The Group re-assesses whether or not it controls Items of property, plant and equipment (including
an investee if facts and circumstances indicate capital-work-in-progress) are measured at cost,
that there are changes to one or more of the which includes capitalized borrowing cost less
three elements of control. Consolidation of a accumulated depreciation and any accumulated
subsidiary begins when the Group obtains control impairment losses. Freehold land is carried at
over the subsidiary and ceases when the Group historical cost less any accumulated impairment
loses control of the subsidiary. Assets, liabilities, losses.
income and expenses of a subsidiary acquired Cost of an item of property, plant and equipment
or disposed of during the year are included in the comprises its purchase price, including import
consolidated financial statements from the date duties and non-refundable purchase taxes, after
the Group gains control until the date the Group deducting trade discounts and rebates, any
ceases to control the subsidiary. directly attributable cost of bringing the item to
The consolidated financial statements are its working condition for its intended use and
prepared using uniform accounting policies for estimated costs of dismantling and removing the
like transactions and other events in similar item and restoring the site on which it is located.
circumstances. If a member of the group uses The cost of a self-constructed item of property,
accounting policies other than those adopted in plant and equipment comprises the cost of
these consolidated financial statements for like materials and direct labour, any other costs
transactions and events in similar circumstances, directly attributable to bringing the item to working
appropriate adjustments are made to that group condition for its intended use, and estimated
member’s financial statements in preparing the costs of dismantling and removing the item and
consolidated financial statements to ensure restoring the site on which it is located.
conformity with the group’s accounting policies.
If significant parts of an item of property, plant
The financial statements of all entities used for the and equipment have different useful lives, then
purpose of consolidation are drawn up to same they are accounted for as separate items (major
reporting date as that of the parent company. components) of property, plant and equipment.
Subsidiaries Any gain or loss on disposal of an item of property,
Consolidation procedure followed is as under: plant and equipment is recognized in profit or loss.
Items of assets, liabilities, equity, income, Subsequent expenditure
expenses and cash flows of the parent with those Subsequent expenditure is capitalized only if it
of its subsidiaries are combined like to like basis. is probable that the future economic benefits
For this purpose, income and expenses of the associated with the expenditure will flow to the
subsidiary are based on the amounts of the assets Group and the cost of the item can be measured
and liabilities recognized in the consolidated reliably.
financial statements at the acquisition date.
Depreciation
Loss of control
Depreciation is calculated on cost of item of
When the Group loses control over a subsidiary, property, plant and equipment less their estimated
it derecognizes the assets and liabilities of the residual values using the straight-line method
subsidiary, and any related Non-controlling over their estimated useful lives and is generally
interests (NCI) and other components of equity. recognized in the statement of profit and loss.
Any resulting gain or loss is recognized in profit or Freehold land is not depreciated.
loss. Any interest retained in the former subsidiary
is measured at fair value when control is lost.

274 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

The estimated useful lives of property, plant and equipment for current and comparative period are as follows:
Asset Management’s estimate of Useful life as per Schedule II
Useful Life to the Companies Act, 2013
Building 10-60 years 60 years
Computers and accessories 3-6 years 3-6 years
Plant and machinery 3-30 years 15 years
Furniture and fixtures 3-15 years 10 years
Vehicles 8 years 8 years
Office equipment 3-10 years 5 years
Leasehold improvements are depreciated over the shorter of lease term and their useful lives.
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
Based on technical evaluation and consequent advice, the management believes that its estimates of useful lives as
given above best represent the period over which management expects to use these assets.
Depreciation on addition/ (disposals) is provided on a pro-rata basis i.e. from / (up to) the date on which the asset is
ready for use/ (disposed off).

4) Goodwill and other intangible assets


Recognition and measurement

Goodwill Goodwill arising on the acquisition of subsidiaries (see note 1b.1) is measured at cost less
accumulated impairment losses.

Other intangible Intangible assets acquired separately are measured on initial recognition at cost. The cost of
assets intangible assets acquired in a business combination is recognized at fair value at the date
of acquisition. An intangible asset is recognized only if it is probable that future economic
benefits attributable to the asset will flow to the Group and the cost of the asset can be
measured reliably. Following initial recognition, other intangible asset, including those acquired
by the Group in a business combination and have finite useful lives are measured at cost less
accumulated amortization and any accumulated impairment loss.

Subsequent expenditure Amortization methods, useful lives and residual


Subsequent expenditure is capitalized only when it values are reviewed at each reporting date and
increases the future economic benefits embodied adjusted if appropriate.
in the specific asset to which it relates and the cost 5) Financial instruments
of the asset can be measured reliably. All other
A financial instrument is any contract that gives
expenditure, including expenditure on internally
rise to a financial asset of one entity and a financial
generated goodwill, is recognized in profit or loss
liability or equity instrument of another entity.
as incurred.
Recognition and initial measurement
Amortization
Trade receivables and debt securities issued are
Amortization is calculated to write off the cost
initially recognized when they are originated. All
of intangible assets less their estimated residual
other financial assets and financial liabilities are
values using the straight-line method over their
initially recognized when the Group becomes
estimated useful lives and is generally recognized
a party to the contractual provisions of the
in depreciation and amortization in Statement of
instrument.
profit and loss. Goodwill is not amortized.
A financial asset (unless it is a trade receivable
The estimated useful lives are as follows:
without a significant financing component) or
Category of assets Management’s estimate financial liability is initially measured at fair value
of Useful Life plus or minus, for an item not at FVTPL, transaction
Computer software 3-10 years costs that are attributable to its acquisition or
issue. A trade receivable without a significant

SAMHI HOTELS LIMITED 275


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

financing component is initially measured at the otherwise meets the requirements to be measured
transaction price. at amortized cost or at FVOCI as at FVTPL if
Classification and Subsequent measurement doing so eliminates or significantly reduces an
accounting mismatch that would otherwise arise.
Financial assets
Financial assets: Business model assessment
On initial recognition, a financial assets is classified
as measured at: The Group makes an assessment of the objective
of the business model in which a financial asset is
• Amortized cost
held at a portfolio level because this best reflects
• FVOCI – debt investment; the way the business is managed and information
• FVOCI – equity investment; or is provided to management. The information
• FVTPL. considered includes:
Financial assets are not reclassified subsequent to − the stated policies and objectives for
their initial recognition unless the Group changes the portfolio and the operation of those
its business model for managing financial asset, policies in practice. These include whether
in which case all affected financial assets are management’s strategy focuses on earning
reclassified on the first day of the first reporting contractual interest income, maintaining
period following the changes in the business a particular interest rate profile, matching
model. the duration of the financial assets to the
A financial asset is measured at amortized cost if duration of any related liabilities or expected
it meets both of the following conditions and is not cash outflows or realizing cash flows through
designated as at FVTPL: the sale of the assets;

− the asset is held within a business model − how the performance of the portfolio is
whose objective is to hold assets to collect evaluated and reported to the Group’s
contractual cash flows; and management;

− the contractual terms of the financial asset − the risks that affect the performance of the
give rise on specified dates to cash flows that business model (and the financial assets
are solely payments of principal and interest held within that business model) and how
on the principal amount outstanding. those risks are managed;

A debt investment is measured at FVOCI if it − how managers of the business are


meets both of the following conditions and is not compensated – e.g. whether compensation
designated as at FVTPL: is based on the fair value of the assets
managed or the contractual cash flows
− the asset is held within a business model
collected; and
whose objective is achieved by both
collecting contractual cash flows and selling − the frequency, volume and timing of sales of
financial assets; and financial assets in prior periods, the reasons
for such sales and expectations about future
− the contractual terms of the financial asset
sales activity.
give rise on specified dates to cash flows that
are solely payments of principal and interest Transfers of financial assets to third parties in
on the principal amount outstanding. transactions that do not qualify for derecognition
are not considered sales for this purpose,
On initial recognition of an equity investment that
consistent with the Group’s continuing recognition
is not held for trading, the Group may irrevocably
of the assets.
elect to present subsequent changes in the
investment’s fair value in OCI. This election is 
Financial assets: Assessment whether contractual
made on an investment-by-investment basis. cash flows are solely payments of principal and
interest.
All financial assets not classified as measured at
amortized cost or FVOCI as described above are For the purposes of this assessment, ‘principal’
measured at FVTPL. This includes all derivative is defined as the fair value of the financial asset
financial assets. On initial recognition, the Group on initial recognition. ‘Interest’ is defined as
may irrevocably designate a financial asset that consideration for the time value of money and
for the credit risk associated with the principal

276 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

amount outstanding during a particular period of condition. In making this assessment, the Group
time and for other basic lending risks and costs considers:
(e.g. liquidity risk and administrative costs), as − contingent events that would change the
well as a profit margin. amount or timing of cash flows;
In assessing whether the contractual cash flows − terms that may adjust the contractual
are solely payments of principal and interest, the coupon rate, including variable interest rate
Group considers the contractual terms of the features;
instrument. This includes assessing whether the
− prepayment and extension features;
financial asset contains a contractual term that
could change the timing or amount of contractual − terms that limit the Group’s claim to cash
cash flows such that it would not meet this flows from specified assets (e.g. non-
recourse features).


Financial assets: Subsequent measurement and gains and losses

Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and losses, including
any interest or dividend income, are recognized in profit or loss.
Financial assets at These assets are subsequently measured at amortized cost using the effective
amortized cost interest method. The amortized cost is reduced by impairment losses. Interest
income, foreign exchange gains and losses and impairment are recognized in profit
or loss. Any gain or loss on derecognition is recognized in profit or loss.
Debt investments at FVOCI These assets are subsequently measured at fair value. Interest income under the
effective interest method, foreign exchange gains and losses and impairment are
recognized in profit or loss. Other net gains and losses are recognized in OCI. On
derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Equity investments at FVOCI These assets are subsequently measured at fair value. Dividends are recognized as
income in profit or loss unless the dividend clearly represents a recovery of part of the
cost of the investment. Other net gains and losses are recognized in OCI and are not
reclassified to profit or loss.
Financial liabilities: Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at
FVTPL if it is classified as held‑ for‑ trading, or it is a derivative or it is designated as such on initial recognition.
Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are
recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective
interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or
loss on derecognition is also recognized in profit or loss.
Derecognition
Financial assets
The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset
expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of
the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor
retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.
If the Group enters into transactions whereby it transfers assets recognized on its balance sheet, but retains either all
or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognized.
Financial liabilities
The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire.
The Group also derecognizes a financial liability when its terms are modified and the cash flows under the modified
terms are substantially different. In this case, a new financial liability based on the modified terms is recognized at fair
value. The difference between the carrying amount of the financial liability extinguished and the new financial liability
with modified terms is recognized in profit or loss.

SAMHI HOTELS LIMITED 277


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Offsetting liability extinguished and the new financial liability


Financial assets and financial liabilities are offset with modified terms is recognized in profit or loss.
and the net amount presented in the Balance Fully compulsorily convertible debentures
Sheet when, and only when, the Group currently The Holding Company has issued fully
has a legally enforceable right to set off the compulsorily convertible debentures (FCCDs).
amounts and it intends either to settle them on As per the terms of debenture agreement, each
a net basis or to realize the asset and settle the debenture will be converted into equity shares
liability simultaneously. based on an agreed conversion formula (fixed
Financial guarantee to variable conversion). Accordingly, the whole
Financial guarantee contract is a contract that amount has been treated as financial liability in
requires the issuer to make specified payments to books and carried at amortized cost.
reimburse the holder for a loss it incurs because a Non-convertible debentures
specified debtor fails to make payment when due The Holding Company has issued unsecured non-
in accordance with the original or modified terms convertible debentures (NCDs). As per the terms
of a debt instrument. of debenture agreement, each debenture will be
Such guarantees are initially measured at fair redeemed within 36-48 months from the deemed
value and subsequently at the higher of: date of allotment. Accordingly, the same amount
- the expected credit loss allowance has been treated as financial liability in books and
determined in accordance with Ind AS 109; carried at amortized cost.
and Optionally convertible redeemable debentures
- the amount recognized initially less, when All financial liabilites are initially recognized at fair
appropriate, cumulative amortization value. Fair value is the price that would be received
recognized in accordance with Ind AS. to sell an asset or paid to transfer a liability in an
Modification of financial assets and liabilities orderly transaction between market participants
at the measurement date. The fair value of a
Financial assets:
financial instrument on initial recognition is
If the terms of a financial assets are modified, the generally its transaction price (that is, the fair
Group evaluates whether the cash flows of the value of the consideration given or received).
modified asset are substantially different. If the However, if there is a difference between the
cash flows are substantially different, then the transaction price and the fair value of financial
contractual rights to cash flows from the original instruments whose fair value is based on a quoted
financial asset are deemed to have expired. In this price in an active market or a valuation technique
case, the original financial asset is derecognized that uses only data from observable markets,
and a new financial asset is recognized at fair the Group recognizes the difference as a gain or
value. loss at inception (‘day 1 gain or loss’). In all other
If the cash flows of the modified asset carried at cases, the entire day 1 gain or loss is deferred and
amortized cost are not substantially different, then recognized in the Statement of Profit and Loss
the modification does not result in derecognition over the life of the transaction until the transaction
of the financial asset. In this case, the Group matures or is closed out.
recalculates the gross carrying amount of the Ascent Hotels Private Limited (subsidiary)
financial asset and recognizes the amount arising has issued Optionally convertible redeemable
from adjusting the gross carrying amount as a debentures (OCRDs). The difference between the
modification gain or loss in profit or loss. transaction price and fair value of these OCRDs is
Financial Liabilities: deferred and recognized in the Statement of Profit
The Group derecognizes a financial liability when and Loss over the life of the transaction. Refer
its terms are modified and the cash flows of the Note 38.
modified liability are substantially different. In this Embedded Derivative
case, a new financial liability based on the modified A derivative embedded in a hybrid contract, with a
terms is recognized at fair value. The difference financial liability or non-financial host, is separated
between the carrying amount of the financial from the host and accounted for as a separate

278 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

derivative if: the economic characteristics and - it is probable that the borrower will enter
risks are not closely related to the host; a separate bankruptcy or other financial reorganization;
instrument with the same terms as the embedded or
derivative would meet the definition of a derivative; - the disappearance of an active market for a
and the hybrid contract is not measured at fair security because of financial difficulties.
value through profit or loss. Embedded derivatives
The Group measures loss allowances at an
are measured at fair value with changes in fair
amount equal to lifetime expected credit losses,
value recognized in profit or loss. Reassessment
except for the following, which are measured as
only occurs if there is either a change in the terms
12 month expected credit losses
of the contract that significantly modifies the
cash flows that would otherwise be required or a - debt securities that are determined to have
reclassification of a financial asset out of the fair low credit risk at the reporting date; and
value through profit or loss category. - other debt securities and bank balances
The Company has identified the redemption for which credit risk (i.e. the risk of default
right as an equity component of convertible PIK occurring over the expected life of the
obligation of non-convertible debentures issued financial instrument) has not increased
by its subsidiaries i.e., Barque and SAMHI JV. As significantly since initial recognition.
the risks associated with the underlying variable Loss allowances for trade receivables are always
are not closely related to the host instrument, the measured at an amount equal to lifetime expected
equity component has been separately accounted credit losses.
for as deemed investment in subsidiaries. The Lifetime expected credit losses are the expected
equity component has been fair valued through credit losses that result from all possible default
profit or loss at each balance sheet date. events over the expected life of a financial
6) Impairment instrument.

A. Impairment of financial instruments 12-month expected credit losses are the portion
of expected credit losses that result from default

The Group recognizes loss allowances for
events that are possible within 12 months after the
expected credit losses on financial assets
reporting date (or a shorter period if the expected
measured at amortized cost.
life of the instrument is less than 12 months).
The Group also recognizes loss allowances
In all cases, the maximum period considered
for expected credit losses on finance lease
when estimating expected credit losses is the
receivables, which are disclosed as financial
maximum contractual period over which the
assets.
Group is exposed to credit risk.
At each reporting date, the Group assesses
When determining whether the credit risk of a
whether financial assets carried at amortized cost
financial asset has increased significantly since
and debt securities at Fair value through profit and
initial recognition and when estimating expected
loss (FVTPL) are credit-impaired. A financial asset
credit losses, the Group considers reasonable
is ‘credit‑ impaired’ when one or more events that
and supportable information that is relevant and
have a detrimental impact on the estimated future
available without undue cost or effort. This includes
cash flows of the financial asset have occurred.
both quantitative and qualitative information
Evidence that a financial asset is credit‑ impaired and analysis, based on the Group’s historical
includes the following observable data: experience and informed credit assessment and
- significant financial difficulty of the borrower including forward‑ looking information.
or issuer; Measurement of expected credit losses (ECLs)
- a breach of contract such as a default or Expected credit losses are a probability‑weighted
being past due for two years or more; estimate of credit losses. Credit losses are
- the restructuring of a loan or advance by the measured as the present value of all cash shortfalls
Group on terms that the Group would not (i.e. the difference between the cash flows due to
consider otherwise; the Group in accordance with the contract and the
cash flows that the Group expects to receive).

SAMHI HOTELS LIMITED 279


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

As a practical expedient, the Group uses a its value in use and its fair value less costs to
provision matrix to determine impairment loss disposal. Value in use is based on the estimated
allowance on portfolio of its trade receivables. future cash flows, discounted to their present
The provision matrix is based on its historically value using a pre-tax discount rate that reflects
observed default rates over the expected life of current market assessments of the time value of
the trade receivables and is adjusted for forward- money and risks specific to the asset or CGU.
looking estimates. At every reporting date, the An impairment loss is recognized if the carrying
historical observed default rates are updated and amount of an asset or CGU exceeds its estimated
changes in the forward-looking estimates are recoverable amount. Impairment losses are
analyzed. recognized in the Statement of Profit and Loss.
ECLs are discounted at the effective interest rate They are allocated first to reduce the carrying
of the financial asset. amount of any goodwill allocated to the CGU, and

Presentation of allowance for expected credit then to reduce the carrying amounts of the other
losses in the balance sheet assets of the CGU on a pro rata basis.
Loss allowances for financial assets measured An impairment loss in respect of goodwill is not
at amortized cost are deducted from the gross subsequently reversed. In respect of other assets
carrying amount of the assets. for which impairment loss has been recognized in
For debt securities at FVOCI, the loss allowance is prior periods, the Group reviews at each reporting
charged to profit or loss and is recognized in OCI. date whether there is any indication that the loss
has decreased or no longer exists. An impairment
Write-off
loss is reversed if there has been a change in
The gross carrying amount of a financial asset the estimates used to determine the recoverable
is written off when the Group has no reasonable amount. Such a reversal is made only to the
expectations of recovering a financial asset in extent that the asset's carrying amount does not
its entirety or a portion thereof. For corporate exceed the carrying amount that would have been
customers, the Group individually makes an determined, net of depreciation or amortization, if
assessment with respect to the timing and no impairment loss had been recognized.
amount of write-off based on whether there is a
reasonable expectation of recovery. The Group 7) Inventories
expects no significant recovery from the amount Inventories which comprises stock of food and
written off. However, financial assets that are beverages (including liquor), operating supplies
written off could still be subject to enforcement and stock-in-trade are carried at the lower of
activities in order to comply with the Group's cost and net realizable value. Cost of inventories
procedures for recovery of amounts due. comprises all costs of purchase and other costs
B. Impairment of non-financial assets incurred in bringing the inventory to their present
location and condition. In determining the cost,
The carrying amounts of assets are reviewed at
first in first out (“FIFO”) method is used. Net
each reporting date if there is any indication of
realizable value is the estimated selling price in the
impairment based on internal/external factors.
ordinary course of business, less estimated costs
If any such indication exists, then the asset's
of completion and the estimated costs to make
recoverable amount is estimated. Goodwill is
the sale.
tested annually for impairment.
For impairment testing, assets are grouped 8) Government grants and subsidies
together into the smallest group of assets that Grants and subsidies from the government are
generates cash inflows from continuing use that recognized when there is reasonable assurance
are largely independent of the cash inflows of that (i) the Group will comply with the conditions
other assets or CGUs. Goodwill arising from a attached to them, and (ii) the grant/subsidy will be
business combination is allocated to CGUs or received.
groups of CGUs that are expected to benefit from
9) Provisions (other than employee benefits)
the synergies of the combination.
Provisions are recognized when the Group has
The recoverable amount of an individual asset
a present obligation (legal or constructive) as a
or Cash Generating Unit (CGU) is the greater of

280 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

result of past event, it is probable that an outflow recognition of income that may never be realized.
of resources embodying economic benefits will However, when the realization of income is virtually
be required to settle the obligation and a reliable certain, then the related asset is not a contingent
estimate can be made of the amount of the asset and is recognized.
obligation. Expected future operating losses are Contingent liabilities and contingent assets are
not provided for. reviewed at each Balance Sheet date.
When the Group expects some or all of the
11) Borrowing costs
expenditure required to settle a provision will be
reimbursed by another party, the reimbursement Borrowing costs are interest and other costs
is recognized when, and only when, it is virtually (including exchange differences relating to
certain that reimbursement will be received if the foreign currency borrowings to the extent that
entity settles the obligation. The reimbursement is they are regarded as an adjustment to interest
treated as a separate asset. costs) incurred in connection with the borrowing
of funds. Borrowing costs directly attributable
The Group records a provision for site restoration
to acquisition or construction of an asset which
costs to be incurred for the restoration of
necessarily take a substantial period of time to get
leasehold land at the end of the lease period. The
ready for their intended use are capitalized as part
provision is measured at the present value of the
of cost of that asset. Other borrowing costs are
best estimate of the expected costs to settle the
recognized as an expense in the period in which
obligation and recognized as part of the cost of
they are incurred.
property, plant and equipment. The estimated
future costs of decommissioning are reviewed 12) Employee benefits
annually and adjusted as appropriate. Changes in Short-term employee benefits
the estimated future costs or in the discount rate Employee benefits payable wholly within twelve
applied are added to or deducted from the costs of months of receiving employee services are
the asset and site restoration obligation. classified as short-term employee benefits. These
Provisions are determined by discounting the benefits include salaries and wages, short-term
expected future cash flows at a pre-tax rate that bonus, compensated absences and ex-gratia. The
reflects current market assessments of the time undiscounted amount of short-term employee
value of money and the risks specific to the liability. benefits to be paid in exchange for employee
The unwinding of the discount is recognized as services is recognized as an expense as the
finance cost. related service is rendered by employees.
Provisions are reviewed at each Balance Sheet Share based payment transactions
date. The grant date fair value of equity settled share-
10) Contingent liabilities based payment arrangements granted to

Contingent liability is a possible obligation employees is generally recognized as an employee
arising from past events whose existence will benefit expense, with a corresponding increase in
be confirmed only by the occurrence or non- equity, over the vesting period of the awards. The
occurrence of one or more uncertain future events amount recognized as an expense is adjusted to
not wholly within the control of the entity or a reflect the number of awards for which the related
present obligation that arises from past events but service and non-market performance conditions
is not recognized because it is not probable that are expected to be met, such that the amount
an outflow of resources embodying economic ultimately recognized is based on the number of
benefits will be required to settle the obligation or awards that meet the related service and non-
the amount of the obligation cannot be measured market performance conditions at the vesting
with sufficient reliability. The Group does not date. For share-based payment awards with non-
recognize a contingent liability but discloses its vesting conditions, the grant date fair value of the
existence in the consolidated financial statements. share-based payment is measured to reflect such
conditions and there is no true-up for differences
Contingent Asset
between expected and actual outcomes.
Contingent asset is not recognized in consolidated
financial statements since this may result in the

SAMHI HOTELS LIMITED 281


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

When the terms of an equity-settled award are at the balance sheet date, having maturity period
modified, the minimum expense recognized by the approximating to the terms of related obligations.
Group is the grant date fair value of the unmodified Remeasurement gains and losses arising from
award, provided the vesting conditions (other than experience adjustments and changes in actuarial
a market condition) specified on grant date of the assumptions are recognized in the period in
award are met. which they occur, directly in consolidated other
Further, additional expense, if any, is measured comprehensive income and are never reclassified
and recognized as at the date of modification, in to profit or loss. Changes in the present value of
case such modification increases the total fair the defined benefit obligation resulting from plan
value of the share-based payment plan, or is amendments or curtailments are recognized
otherwise beneficial to the employee. immediately in the profit or loss as past service
(c) Post-employment benefits cost.

Defined contribution plan – Provident fund and


 (d) O
 ther long-term employee benefits –
Employee state insurance compensated absences

A defined contribution plan is a post-employment The employees can carry-forward a portion of the
benefit plan under which an entity pays specified unutilized accrued compensated absences and
contributions and has no obligation to pay any utilize it in future service periods or receive cash
further amounts. Provident fund scheme and compensation on termination of employment.
employee state insurance are defined contribution Since the compensated absences do not fall due
schemes. The Group makes specified monthly wholly within twelve months after the end of the
contributions towards these schemes. The period in which the employees render the related
Group's contributions are recorded as an expense service and are also not expected to be utilized
in the profit or loss during the period in which wholly within twelve months after the end of
the employee renders the related service. If such period, the benefit is classified as a long-
the contribution already paid is less than the term employee benefit. The Group records an
contribution payable under the scheme for service obligation for such compensated absences in the
received before the balance sheet date, the deficit period in which the employee renders the services
payable under the scheme is recognized as a that increase this entitlement. The obligation
liability after deducting the contribution already is measured on the basis of independent
paid. If the contribution already paid exceeds the actuarial valuation using the projected unit
contribution due for services received before the credit method. Remeasurements as a result of
balance sheet date, then excess is recognized as experience adjustments and changes in actuarial
an asset to the extent that the pre-payment will assumptions are recognized in the profit or loss.
lead to a reduction in future payment or a cash 13) Revenue recognition
refund.
Revenue is recognized at an amount that reflects
Defined benefit plan – Gratuity the consideration to which the Group expects to
The Group's gratuity scheme is a defined benefit be entitled in exchange for transferring the goods
plan. The present value of obligations under such or services to a customer i.e. on transfer of control
defined benefit plans are determined based on of the goods or service to the customer. Revenue
actuarial valuation carried out by an independent is net of indirect taxes and discounts.
actuary using the Projected Unit Credit Method, Contract asset represents the Group’s right to
which recognizes each period of service as giving consideration in exchange for services that the
rise to an additional unit of employee benefit Group has transferred to a customer when that
entitlement and measures each unit separately to right is conditioned on something other than the
build up the final obligation. passage of time.
The obligation is measured at the present value When there is unconditional right to receive
of estimated future cash flows. The discount cash, and only passage of time is required to
rates used for determining the present value of do invoicing, the same is presented as Unbilled
obligation under defined benefit plans, are based revenue.
on the market yields on government securities as

282 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

A contract liability is recognized if a payment is is not credit-impaired) or to the amortized cost


received or a payment is due (whichever is earlier) of the liability. However, for financial assets that
from a customer before the Group transfers have become credit-impaired subsequent to
the related goods or services and the Group is initial recognition, interest income is calculated
under an obligation to provide only the goods or by applying the effective interest rate to the
services under the contract. Contract liabilities are amortized cost of the financial asset. If the asset
recognized as revenue when the Group performs is no longer credit-impaired, then the calculation
under the contract (i.e., transfers control of the of interest income reverts to the gross basis.
related goods or services to the customer).
15) Foreign currency
The specific recognition criteria described below
Foreign currency Transactions
must also be met before revenue is recognized:
Transactions in foreign currencies are translated
Room revenue, sale of food and beverages and
into the respective functional currencies of Group
other services
companies at the exchange rates at the dates of
Revenue is recognized at the transaction price the transactions or an average rate if the average
that is allocated to the performance obligation. rate approximates the actual rate at the date of
Revenue comprises room revenue, sale of food the transaction.
and beverages, recreation and other services
Monetary assets and liabilities denominated
(including banquet and allied services) relating
in foreign currencies are translated into the
to hotel operations. Revenue is recognized upon
functional currency at the exchange rate at
rendering of the services and sale of food and
the reporting date. Non-monetary assets and
beverages which is recognized once the rooms are
liabilities that are measured at fair value in a
occupied, food and beverages are sold and other
foreign currency are translated into the functional
services have been provided as per the contract
currency at the exchange rate when the fair value
with the customer.
was determined. Non-monetary items that are
Property management and Space rentals measured based on historical cost in a foreign
Property management and Space rental income currency are translated at the exchange rate at
comprises amount earned for use of hotel the date of the transaction. Foreign currency
premises space by other parties. The income exchange differences are generally recognized in
is recognized when services are rendered as profit or loss.
per the terms of the contract and no significant
16) Income taxes
uncertainty exists regarding the collection of the
consideration. Income tax expense comprises current and
deferred tax. It is recognized in profit or loss
14) Recognition of dividend income, interest income except to the extent that it relates to a business
or expense combination, or items recognized directly in equity
Dividend income is recognized in profit or loss or in other comprehensive income.
on the date on which the Group’s right to receive Current tax
payment is established.
Current tax comprises the expected tax payable
Interest income or expense is recognized using or receivable on the taxable income or loss for
the effective interest method. the year and any adjustment to the tax payable
The ‘effective interest rate’ is the rate that exactly or receivable in respect of previous years. The
discounts estimated future cash payments or amount of current tax payable or receivable is the
receipts through the expected life of the financial best estimate of the tax amount expected to be
instrument to: paid or received that reflects uncertainty related to
- the gross carrying amount of the financial income taxes, if any. It is measured using tax rates
asset; or enacted or substantively enacted at the reporting
date.
- the amortized cost of the financial liability.
Current tax assets and current tax liabilities are
In calculating interest income and expense, the
offset only if there is a legally enforceable right to
effective interest rate is applied to the gross
set off the recognized amounts, and it is intended
carrying amount of the asset (when the asset

SAMHI HOTELS LIMITED 283


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

to realize the asset and settle the liability on a net realized or the liability is settled, based on the laws
basis or simultaneously. that have been enacted or substantively enacted
Deferred tax by the reporting date.

Deferred tax is recognized in respect of temporary The measurement of deferred tax reflects the tax
differences between the carrying amounts consequences that would follow from the manner
of assets and liabilities for financial reporting in which the Group expects, at the reporting date,
purposes and the corresponding amounts to recover or settle the carrying amount of its
used for taxation purposes. Deferred tax is also assets and liabilities.
recognized in respect of carried forward tax losses Deferred tax assets and liabilities are offset if
and tax credits. there is a legally enforceable right to offset current
Deferred tax is not recognized for tax liabilities and assets and they relate to income
tax levied by the same tax authority on the same
• temporary differences arising on the initial
taxable entity, or on different tax entities, but they
recognition of assets or liabilities in a
intend to settle current tax liabilities and assets on
transaction that:
a net basis or their tax assets and liabilities will be
- is not a business combination; and realized simultaneously.
- at the time of the transaction (i) affects
17) Operating segments
neither accounting nor taxable profit
or loss and (ii) does not give rise to An operating segment is a component of the
equal taxable and deductible temporary Group that engages in business activities from
differences which it may earn revenues and incur expenses,
including revenues and expenses that relate
• temporary differences related to investments
to transactions with any of the Group’s other
in subsidiaries, associates and joint
components and for which discrete financial
arrangements to the extent that the Group is
information is available. Operating segments are
able to control the timing of the reversal of
reported in a manner consistent with the internal
the temporary differences and it is probable
reporting provided to the chief operating decision
that they will not reverse in the foreseeable
maker (CODM). In accordance with Ind AS 108
future; and
“Operating Segments”, the operating segments
• taxable temporary differences arising on the used to present segment information are identified
initial recognition of goodwill. on the basis of information reviewed by the CODM
Deferred tax assets are recognized for unused to allocate resources to the segments and assess
tax losses, unused tax credits and deductible their performance.
temporary differences to the extent that it
18) Earnings per share
is probable that future taxable profits will be
available against which they can be used. Future Basic Earning Per Share
taxable profits are determined based on the Basic earnings per share is calculated by dividing
reversal of relevant taxable temporary differences. the profit (or loss) attributable to the owners of the
If the amount of taxable temporary differences Group by the weighted average number of shares
is insufficient to recognize a deferred tax asset outstanding during the year. The weighted average
in full, then future taxable profits, adjusted for number of equity shares outstanding during the
reversals of existing temporary differences, are year is adjusted for bonus issue, bonus element in
considered, based on the business plans for a rights issue to existing shareholders, share split
individual subsidiaries in the Group. Deferred tax and reverse share split (consolidation of shares).
assets are reviewed at each reporting date and are Diluted Earning Per Share
reduced to the extent that it is no longer probable
Diluted earnings per share is computed by dividing
that the related tax benefit will be realized; such
the profit (considered in determination of basic
reductions are reversed when the probability of
earnings per share) after considering the effect
future taxable profits improves.
of interest and other financing costs or income
Deferred tax is measured at the tax rates that are (net of attributable taxes) associated with dilutive
expected to apply to the period when the asset is potential equity shares by the weighted average

284 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

number of equity shares considered for deriving The lease liability is initially measured at the
basis earnings per share adjusted for the weighted present value of the lease payments that are not
average number of equity shares considered for paid at the commencement date, discounted
deriving basic earnings per share adjusted for the using the interest rate implicit in the lease or,
weighted average number of equity shares that if the rate cannot be readily determined, the
would have been issued upon conversion of all Group’s incremental borrowing rate. Generally, the
dilutive potential equity shares. Group uses its incremental borrowing rate as the
discount rate.
19) Leases
The Group determine its incremental borrowing
At inception of a contract, the Group assesses
rate by obtaining interest rates from various
whether a contract is, or contains, a lease. A
external financing sources and makes certain
contract is, or contains, a lease if the contract
adjustments to reflect the terms of the lease and
conveys the right to control the use of an
type of the asset leased.
identified asset for a period of time in exchange
for consideration. Lease payments included in the measurement of
the lease liability comprise the following:
As a Lessee
• fixed payments, including in-substance fixed
At commencement or on modification of a
payments;
contract that contains a lease component, the
Group allocates the consideration in the contract • variable lease payments that depend on an
to each lease component on the basis of its index or a rate, initially measured using the
relative standalone prices. However, for the leases index or rate as at the commencement date;
of property the Group has elected not to separate • amounts expected to be payable under a
non-lease components and account for the lease residual value guarantee; and
and non-lease components as a single lease • the exercise price under a purchase option
component. that the Group is reasonably certain to
The Group recognizes a right-of-use asset and a exercise, lease payments in an optional
lease liability at the lease commencement date. renewal period if the Group is reasonably
The right-of-use asset is initially measured at certain to exercise an extension option, and
cost, which comprises the initial amount of the penalties for early termination of a lease
lease liability adjusted for any lease payments unless the Group is reasonably certain not to
made at or before the commencement date, plus terminate early.
any initial direct costs incurred and an estimate The lease liability is measured at amortized
of costs to dismantle and remove the underlying cost using the effective interest method. It is
asset or to restore the underlying asset or the site remeasured when there is a change in future
on which it is located, less any lease incentives lease payments arising from a change in an
received. index or rate, if there is a change in the Group’s
The right-of-use assets is subsequently estimate of the amount expected to be payable
depreciated using the straight-line method from under a residual value guarantee, if the Group
the commencement date to the earlier of the end changes its assessment of whether it will exercise
of the useful life of the right-of-use asset or the an purchase, extension or termination option
end of the lease term, unless the lease transfers or if there is a revised in-substance fixed lease
ownership of the underlying asset to the Group by payment.
the end of the lease term or the cost of the right- When the lease liability is remeasured in this way, a
of-use asset reflects that the Group will exercise corresponding adjustment is made to the carrying
a purchase option. In that case the right-of-use amount of the right-of-use asset, or is recorded in
asset will be depreciated over the useful life of profit or loss if the carrying amount of the right-of-
the underlying asset, which is determined on the use asset has been reduced to zero.
same basis as those of property and equipment.
 hort-term leases and leases of low-value
S
In addition, the right-of-use asset is periodically
assets
reduced by impairment losses, if any, and adjusted
for certain remeasurements of the lease liability. The Group has elected not to recognize right-of-
use assets and lease liabilities for leases of low-

SAMHI HOTELS LIMITED 285


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

value assets and short-term leases, including be recovered primarily through sale rather than
IT equipment. The Group recognizes the lease through continuing use.
payments associated with these leases as an Such assets, or disposal groups are generally
expense in profit or loss on a straight-line basis measured at the lower of their carrying amount
over the lease term. and fair value less costs to sell.
Group as a Lessor Any impairment loss on a disposal group is
At inception or on modification of a contract that allocated first to goodwill, and then to the
contains a leases component, the Group allocates remaining assets and liabilities on a pro rata basis,
the consideration in the contract to each lease except that no loss is allocated to inventories,
component on the basis of their relative stand- financial assets, deferred tax assets, employee
alone prices. benefit assets or biological assets, which continue
When the Group acts as a lessor, it determines at to be measured in accordance with the Group’s
lease inception whether each lease is a finance other accounting policies. Impairment losses on
lease or an operating lease. initial classification as held for sale or held for
distribution and subsequent gains and losses on
To classify each lease, the Group makes an
re-measurement are recognized in profit or loss.
overall assessment of whether the lease transfers
substantially all of the risks and rewards incidental Once classified as held for sale, property, plant and
to ownership of the underlying asset. If this is the equipment and investment property are no longer
case, then the lease is a finance lease; if not, then it amortized or depreciated.
is an operating lease. As part of this assessment, Non-current assets classified as held-for-sale are
the Group considers certain indicators such as presented separately from the other assets in the
whether the lease is for the major part of the balance sheet. The liabilities of a disposal group
economic life of the asset. classified as held for sale are presented separately
When the Group is an intermediate lessor, it from other liabilities in the balance sheet.
accounts for its interests in the head lease and 22) Investment property
the sub-lease separately. It assesses the lease
Recognition and measurement
classification of a sub-lease with reference to the
right-of-use asset arising from the head lease, not Investment property is property held either to
with reference to the underlying asset. If a head earn rental income or for capital appreciation or
lease is a short-term lease to which the Group for both, but not for sale in the ordinary course
applies the exemption described above, then it of business, use in the production or supply of
classifies the sub-lease as an operating lease. goods or services or for administrative purposes.
Upon initial recognition, an investment property is
If an arrangement contains lease and non-lease
measured at cost, including related transaction
components, the Group applies Ind AS 115 to
costs. Subsequent to initial recognition, investment
allocate the consideration in the contract.
property is measured at cost less accumulated
The Group recognizes lease payments received depreciation and accumulated impairment losses,
under operating leases as income on a straight- if any.
line basis over the lease term as part of ‘other
Investment property is derecognized either when
income’.
it has been disposed of or when it is permanently
20) Cash and cash equivalents withdrawn from use and no future economic
Cash and cash equivalents include cash in hand, benefit is expected from its disposal. Any gain or
balance with banks, demand deposits with banks loss on disposal of investment property (calculated
and other short-term highly liquid investments as the difference between the net proceeds from
with an original maturity of three months or less. disposal and the carrying amount of the item) is
recognized in profit or loss.
21) Non-current assets or disposal group held for
Subsequent expenditure
sale
Subsequent expenditure is capitalized only if it is
Non-current assets, or disposal groups
probable that future economic benefits associated
comprising assets and liabilities are classified as
with the expenditure will flow to the Group and the
held for sale if it is highly probable that they will

286 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

cost of the item can be measured reliably. the ordinary activities of the Group is such that
Depreciation its disclosure improves the understanding of
the performance of the Group. Such income
Based on technical evaluation and consequent
or expense is classified as an exceptional item
advice, the management believes a period of 60
and accordingly, disclosed in the consolidated
years as representing the best estimate of the
financial statements.
period over which investment property (which is
quite similar) is expected to be used. Accordingly, 25) Share issue expenses
the Group depreciates investment property over a Incremental costs directly attributable to the issue
period of 60 years on a straight-line basis. of equity shares are recognized as a deduction
Fair value disclosure from equity. Income tax relating to transaction
The fair values of investment property is disclosed costs of an equity transaction is accounted for in
in the notes. Fair values is determined by an accordance with Ind AS 12.
independent valuer who holds a recognized and
relevant professional qualification and has recent 1B (i). Changes in material accounting policies
experience in the location and category of the Material accounting policy information
investment property being valued. The Group adopted Disclosure of Accounting
23) Measurement of earnings before finance costs, Policies (Amendment to Ind AS 1) from April 01,
depreciation and amortization and tax (EBITDA) 2023. Although the amendments did not result in
any changes in the accounting policy themselves,
The Group has elected to present earnings before
they impacted the accounting policy information
finance costs, depreciation and amortization
disclosed in the consolidated financial statements.
and tax (EBITDA) as a separate line item on the
face of the consolidated statement of profit and The amendments require the disclosure of
loss. The Group measures EBITDA on the face of ‘material’ rather than ‘significant’ accounting
profit/ (loss) from continuing operations. In the policies. The amendments also provide guidance
measurement, the Group does not include finance on the application of materiality to disclosure
costs, depreciation and amortization expense, of accounting policies, assisting entities to
exceptional items and tax expense. provide useful, entity-specific accounting policy
information that users need to understand
24) Exceptional items other information in the consolidated financial
On certain occasions, the size, type or incidence statements.
of an item of income or expense, pertaining to

SAMHI HOTELS LIMITED 287


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

288
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

1C PROPERTY, PLANT AND EQUIPMENT, RIGHT-OF-USE ASSETS, INVESTMENT PROPERTY AND CAPITAL WORK-IN-PROGRESS

Reconciliation of carrying amount


Freehold Buildings Plant and Leasehold Furniture Vehicles Computers Office Total Right Right Total Investment Capital
land machinery improvements and and equipment Property, of Use of Use Right- property work-in-
fixtures accessories plant and (Building) (Land) of-use (Building) progress
equipment assets
Gross carrying amount
Balance as at April 01, 2022 7,084.66 12,615.43 4,917.83 14.90 1,733.12 49.91 385.32 194.29 26,995.46 730.49 324.24 1,054.73 164.30 197.37
Additions during the year - 7.80 22.40 - 3.89 10.83 12.21 2.77 59.90 63.16 - 63.16 - 4.76
Deletions/transfer during the year (275.00) (340.81) (88.31) - (28.24) (14.10) (4.97) (11.14) (762.57) - - - - -
Balance as at March 31, 2023 6,809.66 12,282.42 4,851.92 14.90 1,708.77 46.64 392.56 185.92 26,292.79 793.65 324.24 1,117.89 164.30 202.13
Accumulated depreciation and impairment losses
Balance as at April 01, 2022 - 3,651.56 2,211.84 12.69 1,353.12 34.56 336.57 158.97 7,759.31 120.64 15.44 136.08 15.13 -
Depreciation charge for the year - 469.95 305.65 0.30 97.66 4.88 9.95 5.68 894.07 40.94 3.31 44.25 3.08 -
Reversal on disposal of assets - (147.74) (49.10) - (26.58) (9.07) (4.53) (10.59) (247.61) - - - - -
Reversal of impairment loss (refer note 52) - (73.98) (13.00) - (0.10) (0.01) (0.01) (0.04) (87.14) - - - - -
Balance as at March 31, 2023 - 3,899.79 2,455.39 12.99 1,424.10 30.36 341.98 154.02 8,318.63 161.58 18.75 180.33 18.21 -
Net carrying amount
Balance as at March 31, 2023 6,809.66 8,382.63 2,396.53 1.91 284.67 16.28 50.58 31.90 17,974.16 632.07 305.49 937.56 146.09 202.13

ANNUAL REPORT 2023-24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Freehold Buildings Plant and Leasehold Furniture Vehicles Computers Office Total Right Right Total Investment Capital

SAMHI HOTELS LIMITED


land machinery improvements and and equipment Property, of Use of Use Right- property work-in-
fixtures accessories plant and (Building) (Land) of-use (Building) progress
equipment assets
Gross carrying amount
Balance as at April 01, 2023 6,809.66 12,282.42 4,851.92 14.90 1,708.77 46.64 392.56 185.92 26,292.79 793.65 324.24 1,117.89 164.30 202.13
Additions during the year* 75.00 16.04 102.45 - 50.18 22.62 25.03 7.26 298.58 10.72 - 10.72 - 171.03
Acquisitions through business combinations (refer note 2,152.98 2,957.32 497.53 - 203.31 - 2.82 - 5,813.96 902.46 828.52 1,730.98 - -
55)
Adjustment during the year - - - - - - - - - (44.54) - (44.54) - -
Deletions/transfer during the year - (2.28) (0.96) - (0.82) (15.84) (0.38) - (20.28) - - - - (1.92)
Balance as at March 31, 2024 9,037.64 15,253.50 5,450.94 14.90 1,961.44 53.42 420.03 193.18 32,385.05 1,662.29 1,152.76 2,815.05 164.30 371.24
Accumulated depreciation and impairment losses
Balance as at April 01, 2023 - 3,899.79 2,455.39 12.99 1,424.10 30.36 341.98 154.02 8,318.63 161.58 18.75 180.33 18.21 -
Depreciation charge for the year - 515.08 395.19 0.30 127.78 3.85 13.70 4.96 1,060.86 51.46 10.09 61.55 3.08 -
Reversal on disposal of assets - (1.62) (0.73) - (0.51) (15.05) (0.22) - (18.13) - - - - -
Impairment loss (refer note 52) - - - - - - - - - - 821.67 821.67 - 46.61
Reversal of impairment loss (refer note 52) - (14.49) (9.11) - (0.26) - (0.09) (0.06) (24.01) (7.09) - (7.09) - -
Balance as at March 31, 2024 - 4,398.76 2,840.74 13.29 1,551.11 19.16 355.37 158.92 9,337.35 205.95 850.51 1,056.46 21.29 46.61
Net carrying amount
Balance as at March 31, 2024 9,037.64 10,854.74 2,610.20 1.61 410.33 34.26 64.66 34.26 23,047.70 1,456.34 302.25 1,758.59 143.01 324.63
a) Refer to Note 23 and 38 for information on property, plant and equipment pledged as security by the Group.
b) Refer Note 53 for disclosures in relation to Investment property.
c) Refer Note 52 for disclosures in relation to impairment of assets.
* Refer Note 14b for disclosure of Asset held for sale.
Description As at As at
March 31, 2024 March 31, 2023
Accumulated Depreciation includes impairment loss on property, plant and 1,631.78 807.43
equipment, Right of use assets and Capital work-in-progress
FINANCIAL STATEMENTS

289
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Capital-Work-in Progress (CWIP)

I) CWIP AGING SCHEDULE


Ageing for capital work in progress as on March 31, 2024 :
CWIP Amount in CWIP for a period of Total
Less than 1-2 years 2-3 years More than
1 year 3 years
Projects in progress 124.58 2.59 0.37 197.09 324.63
Total 124.58 2.59 0.37 197.09 324.63
Ageing for capital work in progress as on March 31, 2023:
CWIP Amount in CWIP for a period of Total
Less than 1-2 years 2-3 years More than
1 year 3 years
Projects in progress 4.28 0.30 0.45 9.87 14.90
Projects temporarily suspended 0.48 0.10 0.15 186.50 187.23
Total 4.76 0.40 0.60 196.37 202.13

II) CWIP COMPLETION SCHEDULE


Details of projects whose completion is overdue as compared to its original plan as of 31 March 2024 and 31 March 2023
are as follows :
As on March 31, 2024
Projects in progress
CWIP To be completed in Total
Less than 1-2 years 2-3 years More than
1 year 3 years
Project 1 54.80 - - - 54.80
Project 2 47.40 - - - 47.40
Project 3 154.45 - - - 154.45
Project 4 - 66.88 - - 66.88
Total 256.65 66.88 - - 323.53
As on March 31, 2023
Projects in progress
CWIP To be completed in Total
Less than 1-2 years 2-3 years More than
1 year 3 years
Project 1 - 10.00 - - 10.00
Project 2 - 2.98 - - 2.98
Project 5 1.92 - - - 1.92
Total 1.92 12.98 - - 14.90
As on March 31, 2023
Projects temporarily suspended
CWIP To be completed in Total
Less than 1-2 years 2-3 years More than
1 year 3 years
Project 3 - 123.23 - - 123.23
Project 4 - - 64.00 - 64.00
Total - 123.23 64.00 - 187.23
The Group does not have any capital work in progress where cost has exceeded from its original plan.

290 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

2. OTHER INTANGIBLE ASSETS AND GOODWILL

Reconciliation of carrying amount


Other Intangible Goodwill
assets
Computer (Refer note 52)
software
Gross carrying amount
Balance as at April 01, 2022 178.68 272.86
Additions during the year 2.55 -
Deletion/transfer during the year (5.43) (170.85)
Balance as at March 31, 2023 175.80 102.01
Accumulated amortisation and impairment losses
Balance as at April 01, 2022 127.73 205.90
Amortization expense for the year 21.37 -
Reversal on disposal of assets (4.45) (170.85)
Reversal of impairment loss (refer note 52) (0.33) -
Balance as at March 31, 2023 144.32 35.05
Net carrying amount
Balance as at March 31, 2023 31.48 66.96

Gross carrying amount


Balance as at April 01, 2023 175.80 102.01
Additions during the year 5.73 -
Acquisitions through business combinations (refer note 55) 1.68 4,461.08
Balance as at March 31, 2024 183.21 4,563.09
Accumulated amortisation and impairment losses
Balance as at April 01, 2023 144.32 35.05
Amortization expense for the year 11.20 -
Balance as at March 31, 2024 155.52 35.05
Net carrying amount
Balance as at March 31, 2024 27.69 4,528.04

Description As at As at
March 31, 2024 March 31, 2023
Accumulated amortisation includes impairment loss on other intangible assets 6.51 6.51
Accumulated amortisation includes impairment loss on goodwill 35.05 35.05

SAMHI HOTELS LIMITED 291


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

3. NON-CURRENT FINANCIAL ASSETS - LOANS


(Unsecured, considered good, unless otherwise stated)
As at As at
March 31, 2024 March 31, 2023
Loans to related parties
Loan to Key Management Person # 50.21 50.35
Other loans
Loan to employees 16.81 15.66
Loan to others (repayable on demand) - credit impaired 359.46 -
Less: Loss allowance (359.46) -
67.02 66.01
# Represent loan given to Managing Director of the Company on March 29, 2014 for a period of 3 years at an interest rate
of 14.75% per annum on principal loan amount. The initial loan period was extended till March 31, 2024. During the year,
the interest rate has been revised to 11.50% per annum w.e.f. April 01, 2023 and the period has been further extended
till March 31, 2029. Also, interest free loan amounting to ` 2.50 extended to Chief Financial Officer in previous years was
repaid during the year ended March 31, 2024. Refer note 40 for related party disclosure.
Accrued interest on As at As at
March 31, 2024 March 31, 2023
#Loan to Key Management Person 29.67 27.33
Loans and advances to specified person
Type of Borrower As at % to total loan As at % to total loan
March 31, 2024 & advances March 31, 2023 & advances
Key Management Person 50.21 74.92% 50.35 75.98%
(Refer note 3 and 12)

4. NON-CURRENT FINANCIAL ASSETS - OTHERS


(Unsecured, considered good)
As at As at
March 31, 2024 March 31, 2023
Bank deposits (due to mature after 12 months from the reporting date)*# 1,123.88 359.28
Security deposits 187.81 140.85
1,311.69 500.13

Bank deposits (due to mature after 12 months As at As at


from the reporting date) includes March 31, 2024 March 31, 2023
* Bank deposits under lien 1,104.11 316.58
# Interest accrued 17.83 8.09

5. INCOME TAX ASSETS (NET)


As at As at
March 31, 2024 March 31, 2023
Tax deducted at source 305.34 145.81
305.34 145.81

292 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

6. INCOME TAX

A. The major components of income tax expense/(income) are


For the year ended For the year ended
March 31, 2024 March 31, 2023
Recognized in profit or loss
Current tax (2.61) 0.28
Deferred tax (92.59) -
(95.20) 0.28
Recognized in Other comprehensive income
Income tax on Other comprehensive income - -
- -

B. Deferred tax assets / liabilities - not recognized


As at As at
March 31, 2024 March 31, 2023
Deferred tax assets
Disallowance under section 43B of Income-tax Act, 1961 for accrued 93.94 360.56
interest
Unabsorbed losses and depreciation 7,629.59 6,462.32
Loss allowance for trade receivables 28.32 16.55
Provision for employee benefits 43.36 41.37
Property, plant and equipment, capital work-in-progress and other 37.32 -
intangible assets
Lease liability 116.67 136.05
Others 131.87 35.78
8,081.07 7,052.63
Deferred tax liabilities
Property, plant and equipment, right-of -use asset, capital work-in- (1,986.98) (1,586.62)
progress and other intangible assets
Others (29.23) (255.64)
(2,016.21) (1,842.26)
Net deferred tax asset 6,064.86 5,210.37
Net deferred tax asset / (liability) recognized* - -
*The Group has significant unabsorbed depreciation and carry forward business losses as per Income Tax Act,
1961. In view of absence of reasonable certainty of sufficient future taxable profits, deferred tax assets has been
recognized to the extent of deferred tax liabilities only.

SAMHI HOTELS LIMITED 293


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

C. Movement in temporary differences - not recognized

Balance as at Deferred tax Deferred tax Balance as at


April 01, 2022 on acquisition differences March 31, 2023
(A) made during generated D=(A+B+C)
2022-23 (B) during 2022-23
(C)
March 31, 2023
Deferred tax assets
Unabsorbed losses and depreciation 5,402.30 - 1,060.02 6,462.32
Disallowance under section 43B of 420.30 - (59.74) 360.56
Income-tax Act, 1961 for accrued interest
Loss allowance for trade receivables 8.80 - 7.75 16.55
Provision for employee benefits 53.00 - (11.63) 41.37
Lease liability 120.22 - 15.83 136.05
Others 95.91 - (60.13) 35.78
6,100.53 - 952.10 7,052.63
Deferred tax liabilities
Property, plant and equipment, right-of (1,591.02) - 4.40 (1,586.62)
-use asset, capital work-in-progress and
other intangible assets
Others (582.10) - 326.46 (255.64)
(2,173.12) - 330.86 (1,842.26)
Net deferred tax asset 3,927.41 - 1,282.96 5,210.37

Balance as at Deferred tax Deferred tax Balance as at


April 01, 2023 on acquisition on differences March 31, 2024
(A) made during generated D=(A+B+C)
2023-24 (B) during 2023-24
(C)
March 31, 2024
Deferred tax assets
Unabsorbed losses and depreciation 6,462.32 895.96 271.31 7,629.59
Disallowance under section 43B of 360.56 - (266.62) 93.94
Income-tax Act, 1961 for accrued interest
Loss allowance for trade receivables 16.55 11.32 0.45 28.32
Provision for employee benefits 41.37 7.69 (5.70) 43.36
Property, plant and equipment, capital - 39.60 (2.28) 37.32
work-in-progress and other intangible
assets
Lease liability 136.05 - (19.38) 116.67
Others 35.78 96.04 0.05 131.87
7,052.63 1,050.61 (22.17) 8,081.07
Deferred tax liabilities
Property, plant and equipment, right-of (1,586.62) (422.38) 22.02 (1,986.98)
-use asset, capital work-in-progress and
other intangible assets
Others (255.64) - 226.41 (29.23)
(1,842.26) (422.38) 248.43 (2,016.21)
Net deferred tax asset 5,210.37 628.23 226.26 6,064.86

294 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

D. Deferred tax assets / (liabilities) - Recognized

As at As at
March 31, 2024 March 31, 2023
Deferred tax liabilities
Property, plant and equipment, right-of -use asset, capital work-in- 391.05 -
progress and other intangible assets
391.05 -
Net deferred tax liabilities 391.05 -
Net deferred tax liability recognized 391.05 -

E. Movement in temporary differences - Recognized

Balance as at Deferred tax Deferred tax Balance as at


April 01, 2023 on acquisition recognized in March 31, 2024
(A) made during profit or loss D=(A+B+C)
2023-24 during 2023-24
(B) (C)
March 31, 2024
Deferred tax liabilities
Property, plant and equipment, right-of - 483.64 (92.59) 391.05
-use asset, capital work-in-progress and
other intangible assets
- 483.64 (92.59) 391.05
Net deferred tax liability - 483.64 (92.59) 391.05

F. Reconciliation of effective tax rate (tax expense and the accounting profit multiplied by Group’s domestic tax rate)

For the year ended For the year ended


March 31, 2024 March 31, 2023
% Amount % Amount
Loss before tax (2,441.38) (3,385.58)
Tax using the Group’s domestic tax rate 25.17% (614.45) 25.17% (852.08)
Tax effect of:
Non recognition of deferred taxes on (9.27%) 226.26 (37.89%) 1,282.96
temporary differences
Non-deductible expenses (0.00) 2.43 (0.86%) 29.02
Non Convertible Debentures (PIK - - 13.75% (465.49)
Obligation recognized through equity)
Others (11.90%) 290.56 (0.17%) 5.85
Effective tax rate 3.90% (95.20) (0.01%) 0.28

SAMHI HOTELS LIMITED 295


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

G. Tax losses carried forward

Tax losses for which no deferred tax asset was recognized with expiry date are as follows:
As at March 31, 2024 As at March 31, 2023
Amount Expiry Amount Expiry
period (FY) period (FY)
Business loss - - 267.04 2023-24
Business loss 428.33 2024-25 428.33 2024-25
Business loss 692.16 2025-26 692.16 2025-26
Business loss 1,141.25 2026-27 1,141.25 2026-27
Business loss 682.96 2027-28 682.96 2027-28
Business loss 2,119.58 2028-29 2,264.99 2028-29
Business loss 4,457.82 2029-30 4,450.70 2029-30
Business loss 1,881.75 2030-31 3,457.42 2030-31
Capital loss 122.34 2030-31 125.94 2030-31
Business loss 2,646.34 2031-32 - -
Unabsorbed depreciation 16,165.13 Never expire 12,177.11 Never expire

7. OTHER NON-CURRENT ASSETS


(Unsecured, considered good)
As at As at
March 31, 2024 March 31, 2023
Capital advances 74.10 44.92
Advances other than capital advances
Taxes paid under appeal (refer note 41) 20.35 22.42
Prepaid expenses 26.89 11.25
Balance with statutory authorities 3.93 8.81
125.27 87.40

8. INVENTORIES
(valued at lower of cost and net realizable value)
As at As at
March 31, 2024 March 31, 2023
Food and beverages 40.40 32.79
40.40 32.79
For current assets secured against borrowings, refer to note 23 and 38.

296 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

9. CURRENT FINANCIAL ASSETS - TRADE RECEIVABLES


(Unsecured)
As at As at
March 31, 2024 March 31, 2023
Trade receivables
- Considered good 535.55 445.46
- Credit impaired 51.20 36.68
Unbilled revenue *
- Considered good 122.21 96.33
708.96 578.47
Less: Loss allowance (103.55) (65.79)
605.41 512.68
a) The Group’s exposure to credit and currency risks, and loss allowances related to trade receivables are disclosed in
note 45.
b) For receivables secured against borrowings, refer to note 23 and 38.
*Unbilled Revenue As at As at
March 31, 2024 March 31, 2023
Net of advances from customers 119.07 55.53
As at March 31, 2024
Particulars Outstanding for following periods from date of transaction
Unbilled Less than 6 months - 1 - 2 years 2 - 3 years More than Total
revenue 6 months 1 year 3 years
Undisputed Trade 122.21 452.73 35.19 33.30 7.53 6.80 657.76
receivables –
considered good
Undisputed Trade - - 4.21 8.69 4.86 20.43 38.19
receivables –
credit impaired
Disputed Trade - - - - - 13.01 13.01
receivables –
credit impaired
Total 122.21 452.73 39.40 41.99 12.39 40.24 708.96

Particulars Outstanding for following periods from date of transaction


Unbilled Less than 6 months - 1 - 2 years 2 - 3 years More than Total
revenue 6 months 1 year 3 years
Undisputed Trade 96.33 355.38 71.60 10.58 2.61 5.29 541.79
receivables –
considered good
Undisputed Trade - 5.18 0.48 5.76 3.28 21.98 36.68
receivables –
credit impaired
Total 96.33 360.56 72.08 16.34 5.89 27.27 578.47
The Group does not have any disputed trade receivables as at March 31, 2023.

SAMHI HOTELS LIMITED 297


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

10. CURRENT FINANCIAL ASSETS - CASH AND CASH EQUIVALENTS


As at As at
March 31, 2024 March 31, 2023
Balances with banks
- in current accounts 1,243.92 1,093.01
- in deposit accounts (with original maturity of 3 months or less)* 73.07 87.32
Cash on hand 6.69 5.16
1,323.68 1,185.49

*Deposit Accounts (with original maturity of 3 months or less) includes As at As at


March 31, 2024 March 31, 2023
Interest accrued 0.17 0.11

11. CURRENT FINANCIAL ASSETS - BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS ABOVE
As at As at
March 31, 2024 March 31, 2023
Bank deposits (original maturity of more than 3 months but less than 12 150.55 128.78
months) *
150.55 128.78

Bank deposits (original maturity of more than 3 months but less than 12 As at As at
months) includes March 31, 2024 March 31, 2023
*Interest accrued 1.10 1.69

12. CURRENT FINANCIAL ASSETS - LOANS


(Unsecured, considered good, unless otherwise stated)
As at As at
March 31, 2024 March 31, 2023
Loan to employees - 0.26
Loan to others (repayable on demand) - credit impaired 32.20 -
Less: Loss allowance (32.20) -
- 0.26

13. CURRENT FINANCIAL ASSETS - OTHERS


(Unsecured, considered good)
As at As at
March 31, 2024 March 31, 2023
Security deposits 36.50 5.64
Government grant # 6.46 -
Lease receivable - 9.34
Receivable from employees (refer note 50) 157.08 -
Indemnity receivables (refer note 52) 100.00 -
Bank deposits (due to mature within 12 months from the reporting date)$** 26.77 57.75
Other receivables* 18.21 37.23
345.02 109.96
# represents export incentive under Service Exports from India Scheme (SEIS). Under the scheme, the Group is entitled to
receive SEIS licenses based on the annual earnings in foreign currency.
* As at March 31, 2023, Other receivables included ` 21.44 incurred by the Holding Company in relation to Offer for sale
through Proposed Initial Public Offer (‘IPO’) by existing shareholders.

298 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Bank deposits (due to mature within 12 months from the As at As at


reporting date) includes March 31, 2024 March 31, 2023
$ Interest accrued 0.12 1.57
** Bank deposits under lien - 0.70

14A OTHER CURRENT ASSETS


(Unsecured, considered good)
As at As at
March 31, 2024 March 31, 2023
Balance with statutory authorities 155.44 145.53
Prepaid expenses # * 130.67 249.09
Advance to suppliers 61.88 37.72
Allowances for doubtful advances (0.86) -
347.13 432.34
* Includes ` Nil (March 31, 2023 - ` 128.95) incurred by the Holding Company in relation to Company’s plan of raising funds
from capital market through Proposed Initial Public Offer (‘IPO’). This amount has been adjusted against the securities
premium on issue of equity shares in the current year (refer note 16).
Particulars As at As at
March 31, 2024 March 31, 2023
# Includes current portion of non-current prepaid expenses 9.00 15.34

14B ASSETS HELD FOR SALE


As at As at
March 31, 2024 March 31, 2023
Assets held for sale (refer notes below) 70.00 70.00
Add: Gain on fair valuation of land (refer note 36) 5.00 -
Less: Assets reclassed to property, plant & equipment (refer note 1c) (75.00) -
- 70.00
The Group reclassified a parcel of land and capital work-in-progress as asset held for sale in the year ended March 31, 2019
and the same was measured at fair value less cost to sell of ` 70.00. This asset has been reclassified to property, plant and
equipment (freehold land) during the current year since the Group believes that the land is not actively marketable (Also
refer note 41). Further, the difference between the recoverable value (` 75.00) on date of reclassification and carrying value
(` 70.00) amounting to ` 5.00 has been recognized as an exceptional item in the Statement of Profit and Loss (Also refer
note 36). The fair value less cost to sell was determined by an independent valuer basis the market approach by reference
to sales in the market of comparable properties.

SAMHI HOTELS LIMITED 299


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

15. EQUITY SHARE CAPITAL


As at March 31, 2024 As at March 31, 2023
Number of Amount Number of Amount
shares shares
Authorized share capital
Equity Shares of ` 1 each 250,000,000 250.00 250,000,000 250.00
250,000,000 250.00 250,000,000 250.00
Issued, subscribed and fully paid up
Equity Shares of ` 1 each 220,006,495 220.01 85,334,550 85.33
220,006,495 220.01 85,334,550 85.33
a) Reconciliation of the equity shares outstanding at the beginning and at the end of year
For the year ended For the year ended
March 31, 2024 March 31, 2023
Number of Amount Number of Amount
shares shares
Equity shares
At the beginning of the year 85,334,550 85.33 76,270,704 76.27
Add : Issued during the year 134,671,945 134.68 9,063,846 9.06
Balance at the end of the year 220,006,495 220.01 85,334,550 85.33
b) Rights, preferences and restrictions attached to equity shares
The Holding company has only one class of equity shares having the par value of ` 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 Holding company, the holder of equity shares will be entitled to receive remaining assets
of the Holding company, after distribution of all preferential amounts. The distribution will be in proportion to the
number of equity shares held by the shareholders.
c) Details of shareholders holding more than 5% shares
Name of shareholder As at March 31, 2024 As at March 31, 2023
Number of % Number of %
shares shares
Equity shares
ACIC Mauritius 1 33,143,887 15.06% - -
Government of Singapore 17,490,578 7.95% - -
Goldman Sachs Investment Holding (Asia) 17,092,202 7.77% 22,023,692 25.81%
Limited
SBI Multicap Fund 14,098,446 6.41% - -
GTI Capital Alpha Private Limited 13,607,395 6.18% 13,747,395 16.11%
Blue Chandra Pte. Limited - - 37,641,140 44.11%
Sarvara Investment Fund I - - 8,202,419 9.61%

d) Shares reserved for issue under options


Refer note 50 for details of shares issued under Employee stock option plan of the Holding company.
Refer note 38 for shares reserved and conversion terms in respect of Fully Compulsory Convertible Debentures
(FCCD), Optionally convertible debentures (unsecured) and Non Convertible Debentures (secured).

300 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

e) During the last five year period, 46,526,527 (March 31, 2023: 9,063,846) equity shares of face value ` 1 each have
been allotted as fully paid up pursuant to the following:
Natutre of Transactions As at As at
March 31, 2024 March 31, 2023
Conversion of Optionally convertible debentures (unsecured) and Non 9,063,846 9,063,846
Convertible Debentures (secured)
Acquisition of ACIC portfolio (refer note 55) 37,462,680 -
Conversion of Fully Compulsory Convertible Debentures (unsecured) 1 -
(refer note 17)
Total 46,526,527 9,063,846
f) There is no Promotor shareholding in the Holding company.
g) The shareholders’ at the Annual General Meeting (‘AGM”) of the Company held on December 22, 2022, approved the
increase of the existing authorized share capital of the Company from ` 130 to ` 250.

16. OTHER EQUITY


As at As at
March 31, 2024 March 31, 2023
Share options outstanding account 198.69 26.06
Capital reserve 637.87 637.87
Securities premium 33,169.36 12,673.28
Retained earnings (23,840.53) (21,499.00)
10,165.39 (8,161.79)
a) Share options outstanding account
For the year ended For the year ended
March 31, 2024 March 31, 2023
Balance at the beginning of the year 26.06 76.58
Transferred to retained earnings (refer note 50) - (76.58)
Transfer to share premium on issue of equity shares (refer note 50) (286.88) -
Equity settled share based payments expense (refer note 50) 459.51 26.06
198.69 26.06
The Group has established equity settled shared based payment plan for certain categories of employees of the
Group. Refer note 50 for further details on this plan.
b) Capital reserve
For the year ended For the year ended
March 31, 2024 March 31, 2023
Balance at the beginning of the year 637.87 637.87
Additions made during the year - -
637.87 637.87
This represents capital reserve on business combination being the difference between purchase consideration and
fair value of net assets/liabilities acquired.

SAMHI HOTELS LIMITED 301


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

c) Securities premium
For the year ended For the year ended
March 31, 2024 March 31, 2023
Balance at the beginning of the year 12,673.28 11,006.89
Additions on issue of equity shares (refer note 17, 55 and 57) 20,789.09 1,666.39
Transfer from share options outstanding account (refer note 50) 286.88 -
Share issue expenses (refer note 55 and 57) (579.89) -
33,169.36 12,673.28
Securities premium is used to record the premium received on issue of shares. It is utilized in accordance with the
provisions of the Companies Act, 2013.
d) Retained earnings
For the year ended For the year ended
March 31, 2024 March 31, 2023
Balance at the beginning of the year (21,499.00) (18,186.01)
Loss for the year (2,346.18) (3,385.86)
Transfer from share options outstanding account (refer note 50) - 76.58
Remeasurement of defined benefit plans 4.65 (3.71)
(23,840.53) (21,499.00)
Retained earnings represent the amount of accumulated losses of the Group.
e) Remeasurement of defined benefit plans
For the year ended For the year ended
March 31, 2024 March 31, 2023
Balance at the beginning of the year - -
Remeasurement of defined benefit liability (net of tax) 4.65 (3.71)
Transferred to retained earnings (4.65) 3.71
- -
Remeasurements of defined benefit liability/asset comprises actuarial losses.

17. NON-CURRENT FINANCIAL LIABILITIES - BORROWINGS


As at As at
March 31, 2024 March 31, 2023
a) Fully Compulsory Convertible Debentures (unsecured)
March 31, 2024: Nil; March 31, 2023: 1,260,000; 8.50 % Fully Compulsory - 1,639.96
Convertible Debentures (FCCD) of ` 1,000 each held by International
Finance Corporation (IFC)
Less: Current maturities (refer note 23) - (1,639.96)
- -
b) Optionally convertible redeemable debentures (OCRD) (unsecured)
March 31, 2024: 6,726,394; March 31, 2023: 6,726,394; OCRDs of ` 100 111.06 84.70
each held by Vascon Engineers Limited
c) Non Convertible Debentures (unsecured)
March 31, 2024: Nil; March 31, 2023: 1,095, 25 % Non Convertible - 1,832.19
Debentures of ` 1,000,000 each
Less: Current maturities (refer note 23) - (1,240.90)
- 591.29

302 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

As at As at
March 31, 2024 March 31, 2023
d) Non Convertible Debentures (secured)
March 31, 2024: 3,800; March 31, 2023: Nil, 10.45% non-convertible 3,725.92 -
debentures of ` 1,000,000 each
Less: Current maturities (refer note 23) (3,725.92) -
- -
e) From banks
Term loans (secured) 14,007.25 13,179.43
Term loan (unsecured) - 61.14
Less: Interest accrued on borrowings (refer note 26) (8.40) (23.52)
Less: Current maturities (refer note 23) (349.74) (1,284.55)
13,649.11 11,932.50
f) From financial institutions (secured)
Term loan 1,962.61 10,137.87
Vehicle loans 8.01 8.82
Less: Interest accrued on borrowings (refer note 26) (0.64) (952.12)
Less: Current maturities (refer note 23) (133.17) (1,250.25)
1,836.81 7,944.32
15,596.98 20,552.81
Refer note 38 for terms and conditions and security details in respect of non-current borrowings.
Information about the Group’s exposure to interest rate and liquidity risks is included in note 45.

18. NON-CURRENT FINANCIAL LIABILITIES - LEASE LIABILITIES

As at As at
March 31, 2024 March 31, 2023
Lease liabilities (Refer Note 48) 374.29 448.10
374.29 448.10

19. NON-CURRENT FINANCIAL LIABILITIES - TRADE PAYABLES

As at As at
March 31, 2024 March 31, 2023
- total outstanding dues of micro enterprises and small enterprises - -
(MSME)
- total outstanding dues of creditors other than micro enterprises and - 13.64
small enterprises
- 13.64
The Group exposure to currency and liquidity risks related to trade payables is disclosed in note 45.

SAMHI HOTELS LIMITED 303


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Trade payable ageing


As at March 31, 2024

Particulars Outstanding for following periods from date of transaction


Accrued Less than 1-2 2-3 More than Total
Expenses 1 year years years 3 years
MSME - - - - - -
Others - - - - - -
Total - - - - - -
As at March 31, 2023

Particulars Outstanding for following periods from the date of transaction


Accrued Less than 1-2 2-3 More than Total
Expenses 1 year years years 3 years
MSME - - - - - -
Others - 13.64 - - - 13.64
Total - 13.64 - - - 13.64
The Group does not have any disputed dues which are payable as at March 31, 2024 and March 31, 2023.

20. NON-CURRENT FINANCIAL LIABILITIES - OTHERS


(unsecured)

As at As at
March 31, 2024 March 31, 2023
Security deposit received 1.75 40.99
1.75 40.99

21. NON-CURRENT PROVISIONS

As at As at
March 31, 2024 March 31, 2023
Provision for employee benefits
Gratuity (refer note 39) 34.44 27.07
Compensated absences (refer note 39) 41.27 24.44
Other provisions
Decommissioning liabilities* 1.03 1.03
76.74 52.54
* Movement in provision for decommissioning liabilities

For the year ended For the year ended


March 31, 2024 March 31, 2023
Opening balance 1.03 1.02
Provisions made during the year - 0.01
Closing balance 1.03 1.03
A provision has been recognized for decommissioning liabilities associated with office premises taken on operating lease.
As per the lease agreement, the Group is required to restore the office premises to the original condition.

304 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

22. OTHER NON-CURRENT LIABILITIES


As at As at
March 31, 2024 March 31, 2023
Income received in advance 122.44 130.89
Unamortized premium on OCRDs # 119.16 130.00
Non refundable security deposit 32.53 -
Advance rental 0.05 0.63
274.18 261.52
# Unamortized premium on Optionally convertible redeemable debentures (OCRDs): (Also refer note 38b)
The difference between the fair value at initial recognition (the transaction price) and the value that would have been
derived had valuation techniques been applied at initial recognition, less subsequent releases, is as follows:
For the year ended For the year ended
March 31, 2024 March 31, 2023
Unamortized balance at the beginning of the year 140.84 151.67
Amortization recognized in Consolidated Statement of Profit and Loss (10.84) (10.83)
Unamortized balance at the end of the year 130.00 140.84
Non-current portion 119.16 130.00
Current portion 10.84 10.84

23. CURRENT FINANCIAL LIABILITIES - BORROWINGS


As at As at
March 31, 2024 March 31, 2023
(Secured)
Cash credit and overdraft facilities from bank # 910.15 916.95
Current maturities (refer note 17)*
- Term loan from bank and financial institutions 482.91 2,473.66
- 3,800; 10.45% non-convertible debentures of ` 1,000,000 each 3,725.92 -
(Unsecured)
Cash credit and overdraft facilities from bank - 14.34
Current maturities (refer note 17)*
- Term loan from bank - 61.14
- 1,260,000; 8.50 % Fully Compulsory Convertible Debentures (FCCD) of - 1,639.96
` 1,000 each
- 720; 25 % Non Convertible Debentures of ` 1,000,000 each - 1,240.90
Loan from other parties ** 47.50 -
5,166.48 6,346.95

Interest accrued As at As at
March 31, 2024 March 31, 2023
# Cash credit and overdraft facilities from bank 7.27 7.91
* Refer note 38 for terms and conditions and security details in respect of non-current borrowings.
** Duet India Hotels (Hyderabad) Private Limited and Duet India Hotels (Pune) Private Limited (‘subsidiaries’) had taken
loan from Ramprastha Sare Realty Private Limited in the earlier years. These subsidiaries have received a demand letter
for recovery of debt payable of ` 47.50 from the Insolvency Resolution Professional of Ramprastha Sare Realty Private
Limited. The respective subsidiaries have filed their response against the said demand letter and there has been no further
update on this matter since then. Based on the internal evaluation, the management of the Group believes that no further
liability is expected to be incurred in this regard.

SAMHI HOTELS LIMITED 305


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

306
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Cash credit and overdraft facilities from bank


Particulars Carrying Carrying Sanctioned Interest rate Repayment Security details
Amount as at Amount as at Amount charged per annum Terms
March March (` mn) March March
31, 2024 31, 2023 31, 2024 31, 2023
SAMHI Hotels Limited
IndusInd Bank - - 50.00 10.05% 10.05% Repayable This is secured by exclusive:
Limited on demand. 1. First charge on all immovable fixed assets of Fairfield by Marriott
Bengaluru, Rajajinagar and Fairfield by Marriott, Sriperumbudur (Hotels).
2. First charge on all movable fixed assets of the Hotels, both present and
future.
3. First charge on all current assets of the Hotels both present and future.
4. First charge on all the cash flows of the Hotels both present and future.
SAMHI Hotels (Ahmedabad) Private Limited [SAMHI Ahmedabad]
Standard - 14.34 180.00 - 11.05% Repayable This is secured by first exclusive charge over the hotel asset (Four Points
Chartered Bank on demand. by Sheraton, Ahmedabad) (both Immovable property and movable fixed
assets) and charge on current and future receivables and cash flows of the
hotel. The holding company has also provided a cash shortfall undertaking.
During the year ended March 31, 2024, this loan has been repaid in full.
SAMHI Hotels (Gurgaon) Private Limited [SAMHI Gurgaon]
IndusInd Bank - - 90.00 10.45% 10.45% Repayable These are secured by:
Limited on demand. (a) First charge on all immovable fixed assets of the Hotel (Hyatt Place,
Gurgaon)
(b) First charge on all movable fixed assets of the Hotel
(c) First charge on all current assets of the Hotel
(d) First charge on all the cash flows of the Hotel to be routed through
lnduslnd Account of the Hotel
(e) Non disposal undertaking for 100% equity share capital from the SAMHI
Hotels Limited (‘Holding Company’).

ANNUAL REPORT 2023-24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate Repayment Security details


Amount as at Amount as at Amount charged per annum Terms
March March (` mn) March March

SAMHI HOTELS LIMITED


31, 2024 31, 2023 31, 2024 31, 2023
CASPIA Hotels Private Limited [CASPIA]
HDFC Bank 15.67 16.82 20.00 1 year 1 year MCLR Repayable This is secured by an exclusive charge over :
Limited MCLR plus 135 bps on demand. (i) Movable fixed assets of the hotel. (Four Points By Sheraton,
plus 135 i.e. 9.50% Visakhapatnam)
bps i.e.
(ii) Current assets of the hotel
9.50%
(iii) Immovable assets of the hotel .
(iv) First exclusive pari passu charges over Escrow account.
SAMHI JV Business Hotels Private Limited [SAMHI JV]
CITI BANK, N.A. 368.37 371.79 400.00 3 months 3 months Repayable i) First exclusive mortgage on the Assets of borrower and Asset of Co-
T-bill rate T-bill rate on demand. Borrower (Barque Hotels Private Limited and Argon Hotels Private
+ Margin + Margin Limited), including mortgage over leasehold rights for leased assets.
(3.75%) (3.75%) i.e. ii) Hypothecation on the receivables and Bank accounts
i.e. 10.63%
iii) 99% of share pledge of the borrowers shares and Non disposal
10.77%
undertaking on the balance un-pledged from Holding Company.
iv) Corporate Guarantee of Holding Company
Barque Hotels Private Limited [BARQUE]
CITI BANK, N.A. 337.55 370.43 400.00 3 months 3 months Repayable i) First exclusive mortgage on the Assets of borrower and Asset of Co-
T-bill rate T-bill rate on demand. Borrower (SAMHI JV Business Hotels Private Limited and Argon Hotels
+ Margin + Margin Private Limited), including mortgage over leasehold rights for leased assets.
(3.75%) (3.75%) i.e. ii) Hypothecation on the receivables and Bank accounts
i.e. 10.63%
iii) 99% of share pledge of the borrowers shares and Non disposal
10.77%
undertaking on the balance un-pledged from Holding Company.
iv) Corporate Guarantee of Holding Company.
FINANCIAL STATEMENTS

307
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

308
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate Repayment Security details


Amount as at Amount as at Amount charged per annum Terms
March March (` mn) March March
31, 2024 31, 2023 31, 2024 31, 2023
Argon Hotels Private Limited [ARGON]
CITI BANK, N.A. 179.17 157.91 200.00 3 months 3 months Repayable i) First exclusive mortgage on the Assets of borrower and Asset of Co-
T-bill rate T-bill rate on demand. Borrower (Barque Hotels Private Limited and SAMHI JV Business Hotels
+ Margin + Margin Private Limited), including mortgage over leasehold rights for leased assets.
(3.75%) (3.75%) i.e. ii) Hypothecation on the receivables and Bank accounts
i.e. 10.62%
iii) 99% of share pledge of the borrowers shares and Non disposal
10.77%
undertaking on the balance un-pledged from Holding Company.
iv) Corporate Guarantee of Holding Company.
Duet India Hotels (Chennai OMR) Private Limited
IndusInd Bank 9.03 - 10.00 9.25% - Repayable These are secured by:
Limited on demand. (a) First mortgage on all immovable properties of the Duet India Hotels
(Chennai OMR) Private Limited together with all the structures and
appurtenances thereon and thereunder, whether owned or leased (both
present and future).
(b) First Charge by way of hypothecation on all the current and tangible
movable assets, including but not limited to cash flows, receivables,
movable plant and machinery, machinery spares, tools and accessories,
furniture, fixtures, vehicles and all other movable assets, both present
and future of Duet India Hotels (Chennai OMR) Private Limited.
(c) First charge by way of /security of all present and future rights, title,
interest, benefit, claims and demand whatsoever of the Duet India Hotels
(Chennai OMR) Private Limited, as per applicable law, in (i) all the project
documents; (ii) in the clearances, (iii) in any letter of credit, guarantee
including contractor guarantees and liquidated damages, consent
agreements, side letters and performance bond provided by any party to
the project documents and (iv) in all insurance contracts and insurance
proceeds pertaining to the project.
(d) Pledge charge /Hypothecation on investments, if any, in demat form,
of the Duet India Hotels (Chennai OMR) Private Limited; Charge on
all reserves and permitted investments and the bank accounts of the
Borrower including but not limited to Escrow / Trust and Retention
Account (TRA) and Debt Service Reserve Account (DSRA).

ANNUAL REPORT 2023-24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate Repayment Security details


Amount as at Amount as at Amount charged per annum Terms
March March (` mn) March March

SAMHI HOTELS LIMITED


31, 2024 31, 2023 31, 2024 31, 2023
Duet India Hotels (Chennai) Private Limited
IndusInd Bank 0.36 - 10.00 9.25% - Repayable These are secured by:
Limited on demand. (a) First mortgage on all immovable properties of the Duet India Hotels
(Chennai) Private Limited together with all the structures and
appurtenances thereon and thereunder, whether owned or leased (both
present and future).
(b) First Charge by way of hypothecation on all the current and tangible
movable assets, including but not limited to cash flows, receivables,
movable plant and machinery, machinery spares, tools and accessories,
furniture, fixtures, vehicles and all other movable assets, both present
and future of Duet India Hotels (Chennai) Private Limited.
(c) First charge by way of /security of all present and future rights, title,
interest, benefit, claims and demand whatsoever of the Duet India Hotels
(Chennai) Private Limited, as per applicable law, in (i) all the project
documents; (ii) in the clearances, (iii) in any letter of credit, guarantee
including contractor guarantees and liquidated damages, consent
agreements, side letters and performance bond provided by any party to
the project documents and (iv) in all insurance contracts and insurance
proceeds pertaining to the project.
(d) Pledge charge /Hypothecation on investments, if any, in demat form, of
the Duet India Hotels (Chennai) Private Limited; Charge on all reserves
and permitted investments and the bank accounts of the Borrower
including but not limited to Escrow / Trust and Retention Account (TRA)
and Debt Service Reserve Account (DSRA).
FINANCIAL STATEMENTS

309
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

24. CURRENT FINANCIAL LIABILITIES - LEASE LIABILITIES


As at As at
March 31, 2024 March 31, 2023
Lease liabilities (Refer Note 48) 89.26 92.47
89.26 92.47

25. CURRENT FINANCIAL LIABILITIES - TRADE PAYABLES


As at As at
March 31, 2024 March 31, 2023
Trade payables
- total outstanding dues of micro enterprises and small enterprises 74.91 73.74
(MSME)
- total outstanding dues of creditors other than micro enterprises and 1,194.00 1,326.09
small enterprises
1,268.91 1,399.83

a) The Group’s exposure to currency and liquidity risks related to trade payables is disclosed in note 45.
b) Refer note 40 for related party disclosure.
As at March 31, 2024
Particulars Outstanding for following periods from date of transaction
Accrued Less than 1-2 2-3 More than Total
Expenses 1 year years years 3 years
MSME 0.27 73.42 0.62 0.57 0.03 74.91
Others 648.18 355.21 122.61 32.48 35.52 1,194.00
Total 648.45 428.63 123.23 33.05 35.55 1,268.91
As at March 31, 2023

Particulars Outstanding for following periods from the date of transaction


Accrued Less than 1-2 2-3 More than Total
Expenses 1 year years years 3 years
MSME - 70.74 1.83 0.61 0.56 73.74
Others 454.30 485.47 184.61 102.56 99.15 1,326.09
Total 454.30 556.21 186.44 103.17 99.71 1,399.83
The Group does not have any disputed dues which are payable as at March 31, 2024 and March 31, 2023.

26. CURRENT FINANCIAL LIABILITIES - OTHERS


As at As at
March 31, 2024 March 31, 2023
Interest accrued on borrowings (refer note 17) 9.96 975.64
Payable for capital assets 70.21 21.98
Employee related payables 121.33 101.06
Security deposits received 42.03 1.46
Other payables * 2.16 7.12
245.69 1,107.26
* Previous year amount represents the excess consideration received in respect to sale of Fairfield by Marriott, Chennai
OMR (refer note 52) as at March 31, 2023. The same has been refunded by the Group during the current year.

310 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

27. OTHER CURRENT LIABILITIES

As at As at
March 31, 2024 March 31, 2023
Advance from customers 97.43 75.78
Income received in advance 8.43 8.44
Statutory dues payable 362.24 262.02
Deferred government grant (refer note 58) 26.87 -
Unamortized premium on OCRDs (refer note 22) 10.84 10.84
Non refundable security deposit 8.87 -
Advance rental 2.98 2.47
517.66 359.55

28. CURRENT PROVISIONS

As at As at
March 31, 2024 March 31, 2023
Provision for employee benefits
Gratuity (refer note 39) 13.11 9.29
Compensated absences (refer note 39) 19.71 17.53
Other provisions
Provision for contingency (refer note 58) 29.96 -
Provision for income-tax litigation - 4.01
62.78 30.83
Movement of provision for contingency
Opening Balance - -
Acquisition during the year 75.86 -
Utilization/ reversals during the year * (45.90) -
Closing Balance 29.96 -
* In earlier years, the ACIC Portfolio entities (refer note 55) had engaged with a service provider for assisting in hotel
renovations. The service provider initiated arbitration proceedings for recovery of outstanding amounts and the
management filed a counter claim disputing service provider’s claims on account of delay and lack of submission of cost
details and saving arising out of the efforts of service provider. As on the acquisition date, a provision for expected liability
in this regard amounting to ` 38.41 was recognized in books. During the year, a settlement agreement has been executed
with the service provider for a full and final settlement of dues amounting to ` 25.49. Accordingly, the provision recognized
in books has been utilized / reversed during the current year.

As at As at
March 31, 2024 March 31, 2023
Movement of provision for income-tax litigation
Opening Balance 4.01 3.73
Provision reversed during the year (refer note 41) (4.01) 0.28
Closing Balance - 4.01

SAMHI HOTELS LIMITED 311


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

29. REVENUE FROM OPERATIONS


For the year ended For the year ended
March 31, 2024 March 31, 2023
Sale of services
- Room revenue 6,794.21 5,328.32
- Food and beverage revenue 2,401.72 1,820.38
- Recreation and other services 286.35 151.73
9,482.28 7,300.43
Other operating revenues
- Property management and space rental 91.65 85.27
91.65 85.27
9,573.93 7,385.70
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 recognized when payment
is received before the related performance obligation is satisfied. This includes advances received from the customer
towards rooms / restaurant/ banquets. Revenue is recognized 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 recognized in the statement of profit and loss is same as the contracted price.
As at As at
March 31, 2024 March 31, 2023
Contract liabilities
Advance from customers* 97.43 75.78
Trade receivables 605.41 512.68
Note: Considering the nature of business of the Group, the above trade receivables are converted into cash within the
same operating cycle.
*Revenue of ` 58.51 (March 31, 2023: ` 64.88) recognized in the reporting period was included in advance from customer
balance at the beginning of the period.

30. OTHER INCOME

For the year ended For the year ended


March 31, 2024 March 31, 2023
Interest income from financial assets at amortized cost
- on bank deposits 103.96 52.19
- on others 3.78 4.21
Interest on advance recoverable 0.17 3.24
Amortization of income received in advance 8.44 8.44
Interest on income tax refund 2.18 4.54
Provisions/ liabilities no longer required written back 48.90 30.72
Rental income 3.88 4.13
Lease income 0.25 1.30
Amortization of non-refundable security deposits 6.26 -
Unwinding of discount on security deposits 9.18 7.56
Net gain on fair valuation of equity component of non-convertible debentures - 68.44
Government grant (refer note 58) 17.61 0.72
COVID 19 related rent concessions - 1.98
Gain on modification of financial liabilities* - 37.15

312 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

For the year ended For the year ended


March 31, 2024 March 31, 2023
Gain on disposal of property, plant and equipment 0.31 -
Miscellaneous income 8.41 3.88
213.33 228.50
* The Group had agreed to deferred payment terms for the certain amount outstanding as payable in books to certain
vendors. This has resulted in modification in terms of financial liability, hence a gain of ` Nil (March 31, 2023: ` 37.15) has
been recorded.

31. COST OF MATERIALS CONSUMED


For the year ended For the year ended
March 31, 2024 March 31, 2023
Consumption of food and beverages
Inventory at the beginning of the year 32.79 25.15
Add: Inventory acquired during the year 10.54 -
Add: Purchases during the year 715.77 587.29
Inventory at the end of the year (40.40) (32.79)
718.70 579.65

32. EMPLOYEE BENEFIT EXPENSE


For the year ended For the year ended
March 31, 2024 March 31, 2023
Salaries, wages and bonus 1,419.81 989.94
Contribution to provident fund and other funds [refer note 39 and 41(i)] 80.66 62.46
Compensated absences (refer note 39) 21.50 32.79
Staff welfare expenses 174.46 118.54
Less: Transferred to capital work-in-progress (18.06) -
1,678.37 1,203.73

33. FINANCE COSTS


For the year ended For the year ended
March 31, 2024 March 31, 2023
Interest expense on financial liabilities carried at amortized cost
- Loans from banks and financial institutions * 2,273.75 2,065.75
- Vehicle loan 0.95 0.54
- On security deposit received 3.01 4.12
- Fully Compulsory Convertible Debentures# (165.74) (240.64)
- Non Convertible Debentures (NCDs) 1,068.74 3,140.16
- Optionally Convertible Debentures - 68.08
- Optionally convertible redeemable debentures (OCRD) ** 15.52 (12.94)
- Lease liabilities 50.40 52.32
- Others 13.30 32.74
Interest expense on delay in deposit of statutory dues 20.88 31.90
Other finance costs 170.29 78.57
3,451.10 5,220.60

SAMHI HOTELS LIMITED 313


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

*Particulars For the year ended For the year ended


March 31, 2024 March 31, 2023
Gross interest expense on loans from banks and financial institutions 2,293.16 2,073.17
Less:-Interest income on loan funds 19.41 7.42
Net interest expense on loans from banks and financial institutions 2,273.75 2,065.75

Particulars For the year ended For the year ended


March 31, 2024 March 31, 2023
# Includes gain/(loss) on remeasurement of cashflows 215.99 251.58
** Net of amortisation of premium on Optionally convertible redeemable 10.84 10.83
debentures (OCRD)

34. DEPRECIATION AND AMORTISATION EXPENSE


For the year ended For the year ended
March 31, 2024 March 31, 2023
Depreciation of property, plant and equipment 1,060.86 894.07
Depreciation on investment property 3.08 3.08
Depreciation on right-of-use assets 61.55 44.25
Amortization of other intangible assets 11.20 21.37
1,136.69 962.77

35. OTHER EXPENSES


For the year ended For the year ended
March 31, 2024 March 31, 2023
Rates and taxes 215.16 166.90
Consumption of stores and supplies 352.05 287.89
Management and incentive fees 409.92 356.08
Commission 354.53 317.78
Communication 77.09 62.68
Training expenses 13.98 9.68
Rent (refer note 48) 129.92 113.65
Power, fuel and water 690.83 572.25
Repair and maintenance
- Building 100.63 99.75
- Machinery 142.84 117.88
- Others 63.02 77.35
Insurance 37.00 27.31
Travelling and conveyance 174.08 136.86
Loss allowance for trade receivables 14.06 32.20
Hotel running expenses 17.54 21.64
Director's sitting fees 9.50 0.60
Legal and professional fees 312.62 188.17
Contractual labor 281.32 221.97
Payment to auditors 40.30 14.36
General administration expenses 65.85 45.30
Advertisement and business promotion 487.73 236.83
Loss on foreign exchange fluctuation (net) 15.54 64.65
Miscellaneous expenses 46.66 27.03
4,052.17 3,198.81

314 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

36. EXCEPTIONAL ITEMS - LOSS / (GAIN)


For the year ended For the year ended
March 31, 2024 March 31, 2023
Initial Public Offering (IPO) related costs - 22.40
Net gain on sale of property, plant and equipment and other intangible assets - (126.77)
(refer note 52)
Provision for impairment of right-of-use assets and capital work-in-progress 768.28 -
(refer note 52)
Gain on reclassification of asset held for sale (refer note 14b) (5.00) -
Reversal of provision for impairment in value of property, plant and equipment (31.18) (87.47)
and other intangible assets (refer note 52)
732.10 (191.84)

37. EARNINGS /(LOSS) PER SHARE (EPS)


Basic EPS is 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 is 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.
For the year ended For the year ended
March 31, 2024 March 31, 2023
Net loss attributable to equity shareholders for basic EPS (2,346.18) (3,385.86)
Weighted average number of equity shares for calculation of basic EPS 159,891,395 77,071,295
Weighted average number of equity shares for calculation of diluted EPS* 159,891,395 77,071,295
Nominal value of equity share (`) 1.00 1.00
Basic earnings/(losses) per share (`) (14.67) (43.93)
Diluted earnings/(losses) per share (`) (14.67) (43.93)
Calculation of weighted average number of equity shares for Basic EPS:
Number of shares at the beginning of the year 85,334,550 76,270,704
Effect of shares issued in relation to equity component of non convertible - 741,589
debentures (refer note 38)
Effect of shares issued in relation to optionally convertible debentures - 59,002
(unsecured) (refer note 38)
Effect of shares issued in relation to acquisition (refer note 55) 24,053,906 -
Effect of shares issued in relation to fully compulsory convertible debentures 1
(unsecured) (refer note 38)
Effect of shares issued in relation to initial public offering (refer note 57) 50,481,395 -
Effect of shares issued in relation to equity settled share based payements 21,543 -
(refer note 50)
Number of shares outstanding at the end of the year 159,891,395 77,071,295
* The outstanding potential equity shares have an anti-dilutive effect on EPS. Hence, the same have not been considered
for calculation of diluted loss per share.

SAMHI HOTELS LIMITED 315


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

38. TERMS AND CONDITIONS IN RESPECT OF NON-CURRENT BORROWINGS

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


As per the debenture agreement dated August 12, 2014 between the Holding 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 Holding
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 Holding 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 Holding 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 holding 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 Holding Company in accordance with the agreed conversion formula.
In the event IFC does choose this option, the Holding 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, FCCDs have been converted into one equity share of face value of ` 1 each at
a premium of ` 237.15 and the interest liability of ` 1,474.56 outstanding in books on the date of conversion has been
paid from the IPO proceeds.

b) Optionally convertible redeemable debentures (OCRDs) (unsecured)


In March 2016, the Ascent Hotels Private Limited (Ascent) issued 5,896,566 OCRDs with a face value of ` 10 each at a
premium of ` 35.23 each and 829,828 OCRDs with a face value of ` 10 each at a premium of ` 35.19 each to Vascon
Engineers Limited.
Redemption -
(i) The OCRDs are redeemable on April 01, 2036.
(ii) The OCRDs are redeemable for an amount equivalent to the fair market value of such number of equity shares
as are equivalent to 1.43 times the number of OCRDs in case Ascent achieves the target of EBITDA of ` 700 in
any financial year prior to April 01, 2036, or
(iii) The OCRDs are redeemable for an amount equivalent to the fair market value of such number of equity shares
as are equivalent to the number of OCRDs in case Ascent does not achieve the target of EBITDA of ` 700 in any
financial year prior to April 01, 2036.
Terms of Conversion :
(i) The OCRDs can be converted at the option of the subscriber at any time after April 01, 2021.
(ii) The OCRDs will be converted into equity shares in the ratio of 1:1.43 in case Ascent achieves the target of
EBITDA of ` 700 in any financial year prior to date of exercise of option to convert.
(iii) In any other case, the OCRDs will be converted into equity shares in the ratio of 1:1.

316 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

The effective interest rate on OCRDs is 7.81% per annum.

March 2016
(Date of issue)
Proceeds from issue of OCRDs 304.20
Less: Fair value of OCRDs * (87.54)
Unamortized premium on OCRDs 216.66

March 31, 2024 March 31, 2023


OCRDs balance at the beginning of the year 84.70 86.80
Loss / (gain) recognized in Consolidated Statement of Profit and Loss 26.36 (2.10)
OCRDs balance at the end of the year 111.06 84.70
* The derived fair value has been calculated in March 2016 (date of issue of OCRDs) based on the present value
of expected cashflows/ convertible value of OCRDs on maturity (Level 3). Significant unobservable inputs for
measurement of fair value include risk free rate, terminal growth rate, discount rate and volatility rate.

c) 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 March 31, 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.

d) 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.
During the year ended March 31, 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, these NCDs having maturity value of ` 2,737.50 have been paid from the IPO
proceeds. The interest expense on these NCDs for March 31, 2024 is ` 806.89 (March 31, 2023: ` 468.19).

e) Non Convertible Debenture (secured)


(i) Barque Hotels Private Limited [Barque]
During the year ended March 31, 2022, Barque Hotels Private Limited had issued 2,850 unlisted, secured,
redeemable, non-convertible debentures of a face value of ` 1,000,000 each on the terms and conditions set out
in Debenture Trust Deed (DTD). As per DTD, return on non-convertible debentures was sum of Cash Payment
in Kind (PIK) and Convertible PIK. Cash PIK was an amount that would give the debenture holder a return equal
to 14.50% p.a. compounded monthly during the term of debentures. Convertible PIK was portion of accrued
interest on the non-convertible debentures that will be converted into equity shares of the Holding Company
in accordance with the SAMHI shares allotment agreement dated January 19, 2022 between Barque Hotels
Private Limited, holding company and debenture trustee.

SAMHI HOTELS LIMITED 317


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

318
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

(ii) SAMHI JV Business Hotels Private Limited [SAMHI JV]


During the year ended March 31, 2022, SAMHI JV Business Hotels Private Limited had issued 4,100 unlisted, secured, redeemable, non-convertible debentures of a
face value of ` 1,000,000 each on the terms and conditions set out in Debenture Trust Deed (DTD). As per DTD, return on non-convertible debentures was sum of Cash
Payment in Kind (PIK) and Convertible PIK. Cash PIK was an amount that would give the debenture holder a return equal to 14.50% p.a. compounded monthly during the
term of debentures. Convertible PIK was portion of accrued interest on the non-convertible debentures that will be converted into equity shares of the Holding Company
in accordance with the SAMHI shares allotment agreement dated January 19, 2022 between SAMHI JV Business Hotels Private Limited, holding company and debenture
trustee.
During the year ended March 31, 2023, the non-convertible debentures have been settled where the cash PIK component has been paid and the Convertible PIK component
has been converted into 8,202,419 equity shares of the Holding Company.
f) Term loans from banks and financial institutions:
Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,
2024 2023 2024 2023
Term Loans from Banks
SAMHI Hotels Limited
DBS Bank - 248.84 249.39 11.00% 11.00% The loan was repayable as bullet Term loans from bank is secured by
India Limited repayment after 24 months from first 1. Second charge on all immovable fixed assets of
disbursement date i.e. February 24, the Ascent Hotels Private Limited (""Subsidiary"")
2022. This loan has been repaid in full in the Project (including the hotel property and
during the current year. land) both present and future.
2. Second charge on all movable fixed assets of the
Subsidiary in the Project, both present and future.
3. Second charge on all current assets of the
Subsidiary in the Project, both present and future.
4. Charge by way of pledge over 99% shares of the
subsidiary.
IndusInd 786.75 1,236.07 1,378.52 9.25% 9.25% Tranche 1: During the year ended Term loans from bank is secured by-
Bank Limited March 31, 2021, the Holding Company Primary Security:
had obtained working capital term loan 1. Second charge on all immovable fixed assets of
amounting to ` 488.40 (under ECLGS Fairfield by Marriott Bengaluru Rajajinagar and
scheme). Fairfield by Marriott, Sriperumbudur (Hotels).
The loan is repayable in 48 monthly 2. Second charge on all movable fixed assets of the
installments after 12 months from above hotels, both present and future.
first disbursement date i.e. February
06, 2021. Interest shall be payable at

ANNUAL REPORT 2023-24


monthly intervals.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,

SAMHI HOTELS LIMITED


2024 2023 2024 2023
Tranche 2: During the year ended 3. Second charge on all current assets of the above
March 31, 2022, the Holding Company hotels both present and future.
had obtained working capital term loan 4. Second charge on all the cash flows of the above
amounting to ` 488.40 (under ECLGS hotels both present and future.
scheme).
The loan is repayable in 48 monthly
installments after 24 months from
first disbursement date i.e. September
30, 2021. Interest shall be payable at
monthly intervals.
Tranche 3: During the year ended
March 31, 2023, the Holding Company
had obtained working capital term loan
amounting to ` 401.72 (under ECLGS
scheme).
The loan is repayable in 48 monthly
installments after 24 months from first
disbursement date i.e. August 29, 2022.
Interest shall be payable at monthly
intervals.
IndusInd 1,434.93 1,539.50 1,603.10 8.00% 9.00% The loan is repayable in 56 structured Term loan from bank is secured by first charge:
Bank Limited quarterly installments after 15 months 1. First charge on all immovable fixed assets of
of moratorium commencing from Fairfield by Marriott Bengaluru, Rajajinagar and
September 30, 2020 till June 30, 2034. Fairfield by Marriott, Sriperumbudur (Hotels).
2. First charge on all movable fixed assets of the
Hotels, both present and future.
3. Security cover/FACR of 1.25x (considering value
of movable and immovable fixed assets) during
the entire tenor of facilities.
4. First charge on all current assets of the Hotels
both present and future.
5. First charge on all the cash flows of the Hotels
both present and future.
6. Cross collateralization of all assets and cash
flows of hotels.
FINANCIAL STATEMENTS

319
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

320
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,
2024 2023 2024 2023
7. Further, the Company shall maintain DSRA
equivalent to one quarter principal and
interest repayment due in the form of fixed
deposits duly lien marked in favor of the bank.
The Company has defaulted in meeting certain
financial covenants as mentioned in the sanction
letter/ loan agreement, although no intimation
from bank has been received for recalling the
said facility. Subsequent to March 31, 2024, the
Company has sought and received waiver letter
from the lender.
Ascent Hotels Private Limited [Ascent]
DBS Bank - 81.37 105.00 7.95% to 7.95% to The loan amount is repayable in 48 Secured working capital term loan from bank (ECLGS)
India Limited 8.65% 8.65% equal monthly instalments starting after is secured by way of:
12 months of first date of disbursement (i) Registered mortgage creating second charge
i.e. June 17, 2021. This loan has been over the immovable fixed assets of Ascent Hotels
repaid during the current year. Private Limited both present and future.
(ii) Charge by way of hypothecation creating second
charge over entire movable fixed assets and the
current assets of Ascent Hotels Private Limited.
(iii) Charge by way of a pledge over shares of Ascent
Hotels Private Limited.
ICICI Bank 1,265.21 - 2,270.00 9.40% - The loan amount is repayable in 48 This loan is secured by way of:
Limited structured quarterly instalments, with (i) Exclusive charge by way of Hypothecation on all
the first repayment falling after last movable fixed assets of Ascent Hotels Private
business day of the first quarter from Limited both present and future.
the date of first disbursement i.e. June
(ii) Mortgage of immovable properties i.e. Hyatt
2024.
Regency Pune owned by Ascent Hotels Private
Limited.
(iii) Exclusive charge by way of hypothecation on the
current assets of Ascent Hotels Private Limited
including but not limited to book debts and
receivables.
(iv) Corporate guarantee provided by SAMHI Hotels
Limited (holding company).

ANNUAL REPORT 2023-24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,

SAMHI HOTELS LIMITED


2024 2023 2024 2023
CASPIA Hotels Private Limited [CASPIA]
HDFC Bank 523.77 589.40 610.00 1 year 1 year The loan is repayable in 56 quarterly Term loan from HDFC Bank is secured by an exclusive
MCLR + MCLR + installments starting from February charge over :
135 bps i.e. 135 bps i.e. 2019. (i) Movable fixed assets of the hotel. (Four Points By
9.55% 9.90% Sheraton, Visakhapatnam)
(ii) Current assets of the hotel
(iii) Immovable assets of the hotel.
(iv) First exclusive pari passu
charges over Escrow account.
The Company has defaulted in meeting certain
financial covenants as mentioned in the sanction
letter/ loan agreement, although no intimation
from bank has been received for recalling the
said facility. Subsequent to March 31, 2024, the
Company has sought and received waiver letter
from the lender.
FINANCIAL STATEMENTS

321
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

322
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,
2024 2023 2024 2023
HDFC Bank 170.71 213.93 315.20 ECLGS 2.0 ECLGS 2.0 Tranche 1: During the year ended March The working capital term loan is secured by extension
: 1 year : 1 year 31, 2021, the Company had obtained of second-ranking charge over existing securities
MCLR + MCLR + working capital term loan amounting to provided for the term loan (Four Points By Sheraton,
25 bps i.e. 25 bps i.e. ` 122.80 (under ECLGS scheme). Visakhapatnam).
9.25% 9.25% The loan is repayable in 48 monthly The Company has defaulted in meeting certain
ECLGS ECLGS installments after 12 months from financial covenants as mentioned in the sanction
3.0: 1 year 3.0: 1 year first disbursement date i.e. February letter/ loan agreement, although no intimation from
MCLR + MCLR + 11, 2021. Interest shall be payable at bank has been received for recalling the said facility.
30 bps i.e.- 30 bps i.e.- monthly intervals. Subsequent to March 31, 2024, the Company has
9.25% 8.50%
Tranche 2: During the year ended March sought and received waiver letter from the lender.
ECLGS 3.0
31, 2022, the Company had obtained
extension
working capital term loan amounting to
: 1 year
` 122.80 (under ECLGS scheme).
MCLR +
30 bps i.e.- The loan is repayable in 48 monthly
9.25% installments after 24 months from
first disbursement date i.e. September
28, 2021. Interest shall be payable at
monthly intervals.
Tranche 3: During the year ended March
31, 2024, the Company had obtained
working capital term loan amounting to
` 69.60 (under ECLGS scheme).
The loan is repayable in 48 monthly
installments after 24 months from first
disbursement date i.e. May 22, 2023.
Interest shall be payable at monthly
intervals.
Standard 593.15 749.20 900.00 MCLR + MCLR + The loan is repayable in 45 quarterly Term loan from Standard Chartered Bank is secured
Chartered Margin of Margin of installments starting after 12 months by:
Bank 2.35% p.a. 2.35% p.a. from the date of disbursement i.e. May (i) First exclusive mortgage / charge on Renaissance
i.e. 10.75% i.e. 11.25% 31, 2017. Ahmedabad (Hotel).
(ii) First exclusive charge / hypothecation on the
movable fixed assets of the Hotel
(iii) First exclusive charge on present and future
receivables of the Hotel

ANNUAL REPORT 2023-24


(iv) Cash shortfall undertaking by the Holding Company
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,

SAMHI HOTELS LIMITED


2024 2023 2024 2023
The Company has defaulted in meeting certain
financial covenants as mentioned in the sanction
letter/ loan agreement, although no intimation from
bank has been received for recalling the said facility.
Subsequent to March 31, 2024, the Company has
sought and received waiver letter from the lender.
Standard - 297.50 439.30 - 9.25% Tranche 1: The working capital term Working capital Term Loan is secured by:
Chartered loan amount of ` 170.00 is repayable (i) Second charge on Renaissance Ahmedabad
Bank in 48 monthly instalments after 12 (Hotel).
months of moratorium from date of first
(ii) Second charge on the movable fixed assets of
disbursement i.e. March 31, 2021.
the Hotel
Tranche 2: The working capital term
(iii) Second charge on present and future receivables
loan amount of ` 170.00 is repayable
of the Hotel
in 48 monthly instalments after 24
months of moratorium from date of first (iv) Second charge over DSRA amount of 1 quarter's
disbursement i.e. March 07, 2022. interest and principal instalment amount
Tranche 3: The working capital term
loan amount of ` 99.30 is repayable
in 48 monthly instalments after 24
months of moratorium from date of first
disbursement i.e. April 28, 2023.
During the year ended March 31, 2024,
the loan has been repaid in full.
State Bank of 467.52 529.51 545.30 6 Month 6 Month The loan is repayable in 48 quarterly Term Loan from State Bank of India is secured by :
India MCLR + MCLR + installments starting from June 2020. (i) First charge by the way of equitable mortgage on
4.55% i.e. 4.55% i.e. entire fixed assets of the project Hotel land Area
9.75% 12.85% & Hotel Building. (Fairfields Hotel, Coimbatore)
(ii) First charge by the way of hypothecation on the
entire moveable fixed assets of the hotel.
(iii) First charge on all the monies lying in the
designated account, all project revenues and
insurance proceeds of the hotel.
FINANCIAL STATEMENTS

323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

324
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,
2024 2023 2024 2023
(iv) First charge over all the rights, titles, benefits,
claims and demands of borrower under project
contracts.
(v) Pledge of shares to the extent of 30% of the total
paid up equity share capital of CASPIA held by
the Holding Company.
(vi) First charge over the DSRA maintained with the
Rupee lender.
State Bank of 177.56 256.49 291.30 ECLGS 2.0 ECLGS 2.0 Tranche 1: The working capital term The working capital term loan is secured by extension
India : 1% above : 1% above loan amount of ` 111.40 is repayable of second ranking charge over existing securities
External External in 48 monthly instalments after 12 provided for the Term loan mentioned below:
Benchmark Benchmark months of moratorium from date of first (i) Second charge by the way of equitable mortgage
Linked Rate Linked Rate disbursement i.e. February 05, 2021. on entire fixed assets of the project Hotel
(EBLR) i.e. (EBLR) i.e. Tranche 2: The working capital term land Area & Hotel Building. (Fairfields Hotel,
9.25% 9.25% loan amount of ` 111.40 is repayable Coimbatore)
ECLGS 3.0 ECLGS 3.0 in 48 monthly instalments after 24 (ii) Second charge by the way of hypothecation on
: 1% above : 1% above months of moratorium from date of first the entire moveable fixed assets of the hotel.
External External disbursement i.e. November 03, 2021.
Benchmark Benchmark (iii) Second charge on all the monies lying in the
Tranche 3: The working capital term designated account, all project revenues and
Linked Rate Linked Rate
loan amount of ` 68.50 is repayable insurance proceeds of the hotel.
(EBLR) i.e. (EBLR) i.e.
in 48 monthly instalments after 24
9.25% 8.90% (iv) Second charge over all the rights, titles, benefits,
months of moratorium from date of first
ECLGS 3.0 ECLGS 3.0 claims and demands of borrower under project
disbursement i.e. December 28, 2022.
extension extension: contracts.
: 1% above 1% above (v) Pledge of shares to the extent of 30% of the total
External External paid up equity share capital of CASPIA held by
Benchmark Benchmark the Holding Company.
Linked Rate Linked Rate (vi) Second charge over the DSRA maintained with
(EBLR) i.e. (EBLR) i.e. the Rupee lender.
9.25% 9.25%

ANNUAL REPORT 2023-24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,

SAMHI HOTELS LIMITED


2024 2023 2024 2023
SAMHI Hotels (Ahmedabad) Private Limited [SAMHI Ahmedabad]
Standard - 61.14 430.00 10.85% 10.85% The loan is repayable in 48 amortizing Term loan is secured by first exclusive charge over the
Chartered quarterly instalments starting from hotel asset located at Ahmedabad (both Immovable
Bank immediate quarter of first disbursement property and movable fixed assets) and charge on
i.e December 2017. current and future receivables and cash flows of the
During the year ended March 31, 2024, hotel. Further, Debt Service Reserve Account (DSRA)
this loan has been repaid in full. equivalent to principal and interest falling due in
next 3 months is be maintained at all times. The
holding company has also provided a cash shortfall
undertaking.
During the year ended March 31, 2023, hotel has been
sold and the proceeds have been utilized for partial
repayment of loan and security has been released.
SAMHI Hotels (Gurgaon) Private Limited [SAMHI Gurgaon]
IndusInd 748.58 921.90 1,200.00 1 year 1 year The term loan amount is repayable in Loan is secured by the way:
Bank MCLR plus MCLR plus 42 quarterly installments starting from a) First charge on all immovable fixed assets of the
1.20% i.e. 1.20% i.e. February 16, 2019. Hyatt Place Gurgaon (Hotel).
7.90% - 8.25% -
b) First charge on all movable fixed assets of the
8.25% 9.00%
Hotel.
c) First charge on all current assets of the Hotel.
d) First charge on all the cash flows of the Hotel to
be routed through Induslnd Account of the Hotel.
e) Debt Service Reserve Account (DSRA) of one
quarter interest and principal to be maintained
throughout the tenor of the loan.
f) Non disposal undertaking for 100% equity
share capital from the promoter ("SAMHI Hotels
Limited").
FINANCIAL STATEMENTS

325
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

326
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,
2024 2023 2024 2023
IndusInd 332.72 524.72 598.42 Tranche 1: Tranche 1 Tranche 1: The working capital term This Loan is secured by the way:
Bank Limited 1% above 9.25% loan amount of ` 235.82 is repayable Primary security:
External Tranche 2 in 48 equal monthly instalments after
a) Second charge on all present and future current
Benchmark 8.75% to 1 year of moratorium from date of first
assets of the Hyatt Place Gurgaon (Hotel).
Linked Rate 9.15% disbursement i.e. January 08, 2021.
(EBLR) i.e. Tranche 3 However, there is no moratorium for b) Second charge on all present and future movable
9.25% 9.25%" interest. Interest shall be payable at fixed assets of the Hotel.
Tranche 2: monthly intervals. Collateral security:
1% above Tranche 2: The term loan amount of ` a) Second charge by way of mortgage on immovable
External 235.80 is repayable in 48 equal monthly fixed assets of the Hotel.
Benchmark instalments after 2 years of moratorium b) Cashflow of the Hotel both present and future.
Linked Rate from date of first disbursement i.e.
(EBLR) i.e. September 03, 2021. However, there is
9.25% no moratorium for interest. Interest shall
Tranche 3: be payable at monthly intervals.
1% above
Tranche 3: The term loan amount of `
External
126.80 is repayable in 48 equal monthly
Benchmark
instalments after 2 years of moratorium
Linked Rate
from date of first disbursement i.e.
(EBLR) i.e.
November 29, 2022. However, there is
9.25%
no moratorium for interest. Interest shall
be payable at monthly intervals.
Argon Hotels Private Limited [Argon]
Federal Bank 349.72 - 386.60 Repo + - The loan is repayable in 44 structured i) First exclusive mortgage on the Assets of
Limited Margin quarterly installments starting from borrower and sssets of Co- Borrower (Barque
(3.75%) i.e. March 31, 2024. Hotels Private Limited and SAMHI JV Business
10.25% Hotels Private Limited), including mortgage over
leasehold rights for leased assets.
ii) Hypothecation on the receivables and Bank
accounts
iii) 99% of share pledge of the borrowers shares and
non disposal undertaking on the balance un-
pledged from SAMHI Hotels Ltd.
iv) Corporate Guarantee of SAMHI Hotels Ltd

ANNUAL REPORT 2023-24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,

SAMHI HOTELS LIMITED


2024 2023 2024 2023
HDFC Bank 193.38 - 228.00 3 months - The loan is repayable in 44 structured i) First exclusive mortgage on the Assets of
Limited T-bill rate quarterly installments starting from borrower and sssets of Co- Borrower (Barque
+ Margin March 31, 2024. Hotels Private Limited and SAMHI JV Business
(3.75%) i.e. Hotels Private Limited), including mortgage over
10.77% leasehold rights for leased assets.
ii) Hypothecation on the receivables and Bank
accounts
iii) 99% of share pledge of the borrowers shares and
non disposal undertaking on the balance un-
pledged from SAMHI Hotels Ltd.
iv) Corporate Guarantee of SAMHI Hotels Ltd
IDFC FIRST 131.04 - 133.00 Repo + - The loan is repayable in 44 structured i) First exclusive mortgage on the Assets of
Bank Limited Margin quarterly installments starting from borrower and sssets of Co- Borrower (Barque
(3.75%) i.e. March 31, 2024. Hotels Private Limited and SAMHI JV Business
10.25% Hotels Private Limited), including mortgage over
leasehold rights for leased assets.
ii) Hypothecation on the receivables and Bank
accounts
iii) 99% of share pledge of the borrowers shares and
non disposal undertaking on the balance un-
pledged from SAMHI Hotels Ltd.
iv) Corporate Guarantee of SAMHI Hotels Ltd
CITI BANK, 241.49 1,072.40 1,083.00 3 months 3 months The loan is repayable in 44 structured i) First exclusive mortgage on the Assets of
N.A. T-bill rate T-bill rate quarterly installments starting after 12 borrower and sssets of Co- Borrower (Barque
+ Margin + Margin months from the first disbursement Hotels Private Limited and SAMHI JV Business
(3.75%) i.e. (3.75%) i.e. date i.e February 27, 2023. Hotels Private Limited), including mortgage over
10.77% 10.62% During the current year, loan from leasehold rights for leased assets.
Citibank, N.A. was sell-down to below ii) Hypothecation on the receivables and Bank
lenders: accounts
1. HDFC Bank Limited : ` 228.00 iii) 99% of share pledge of the borrowers shares and
2. Federal Bank Limited: ` 386.60 non disposal undertaking on the balance un-
pledged from SAMHI Hotels Ltd.
3. IDFC FIRST Bank Limited : ` 133.00
iv) Corporate Guarantee of SAMHI Hotels Ltd
FINANCIAL STATEMENTS

327
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

328
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,
2024 2023 2024 2023
SAMHI JV Business Hotels Private Limited [SAMHI JV]
CITI BANK, 534.64 2,708.28 2,735.00 3 months 3 months "The loan is repayable in 44 structured i) First exclusive mortgage on the Assets of
N.A. T-bill rate T-bill rate quarterly installments starting after 12 borrower and assets of Co- Borrower (Barque
+ Margin + Margin months from the first disbursement Hotels Private Limited and Argon Hotels Private
(3.75%) i.e. (3.75%) i.e. date i.e February 27, 2023. Limited), including mortgage over leasehold
10.77% 10.63% During the current year, loan from rights for leased assets.
Citibank, N.A. was sell-down to below ii) Hypothecation on the receivables and Bank
lenders: accounts
1. HDFC Bank Limited : ` 554.00 iii) 99% of share pledge of the borrowers shares and
2. Federal Bank Limited: ` 888.40 Non disposal undertaking on the balance un-
pledged from SAMHI Hotels Limited.
3. IDFC FIRST Bank Limited : ` 343.00
iv) Corporate Guarantee of SAMHI Hotels Limited
Federal Bank 734.18 - 888.40 Repo + - The loan is repayable in 42 structured i) First exclusive mortgage on the Assets of
Limited Margin quarterly installments starting from borrower and assets of Co- Borrower (Barque
(3.75%) i.e. March 31, 2024. Hotels Private Limited and Argon Hotels Private
10.25% Limited), including mortgage over leasehold
rights for leased assets.
ii) Hypothecation on the receivables and Bank
accounts
iii) 99% of share pledge of the borrowers shares and
Non disposal undertaking on the balance un-
pledged from SAMHI Hotels Limited.
iv) Corporate Guarantee of SAMHI Hotels Limited
HDFC Bank 404.63 - 554.00 3 months - The loan is repayable in 41 structured i) First exclusive mortgage on the Assets of
Limited T-bill rate quarterly installments starting from borrower and assets of Co- Borrower (Barque
+ Margin March 31, 2024. Hotels Private Limited and Argon Hotels Private
(3.75%) i.e. Limited), including mortgage over leasehold
10.77% rights for leased assets.
ii) Hypothecation on the receivables and Bank
accounts
iii) 99% of share pledge of the borrowers shares and
Non disposal undertaking on the balance un-
pledged from SAMHI Hotels Limited.
iv) Corporate Guarantee of SAMHI Hotels Limited

ANNUAL REPORT 2023-24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,

SAMHI HOTELS LIMITED


2024 2023 2024 2023
IDFC FIRST 337.79 - 343.00 Repo + - The loan is repayable in 42 structured i) First exclusive mortgage on the Assets of
Bank Limited Margin quarterly installments starting from borrower and assets of Co- Borrower (Barque
(3.75%) i.e. March 31, 2024. Hotels Private Limited and Argon Hotels Private
10.25% Limited), including mortgage over leasehold
rights for leased assets.
ii) Hypothecation on the receivables and Bank
accounts
iii) 99% of share pledge of the borrowers shares and
Non disposal undertaking on the balance un-
pledged from SAMHI Hotels Limited.
iv) Corporate Guarantee of SAMHI Hotels Limited
Barque Hotels Private Limited [Barque]
CITI BANK, 441.91 2,210.34 2,232.00 3 months 3 months The loan is repayable in 44 structured i) First exclusive mortgage on the Assets of
N.A. T-bill rate T-bill rate quarterly installments starting after 12 borrower and assets of Co- Borrower (SAMHI
+ Margin + Margin months from the first disbursement JV Business Hotels Private Limited and Argon
(3.75%) i.e. (3.75%) i.e. date i.e. February 27, 2023. Hotels Private Limited), including mortgage over
10.77% 10.63% During the current year, loan from leasehold rights for leased assets.
Citibank, N.A. was sell-down to below ii) Hypothecation on the receivables and Bank
lenders: accounts
1. HDFC Bank Limited : ` 468.00 iii) 99% of share pledge of the borrowers shares and
2. Federal Bank : ` 725.00 Non disposal undertaking on the balance un-
pledged from Holding Company.
3. IDFC First Bank Limited : ` 274.00
iv) Corporate Guarantee of Holding Company.
Federal Bank 604.59 - 725.00 Repo + - The loan is repayable in 42 structured i) First exclusive mortgage on the Assets of
Margin quarterly installments starting from borrower and assets of Co- Borrower (SAMHI
(1.25%) i.e. March 31, 2024. JV Business Hotels Private Limited and Argon
10.25% Hotels Private Limited), including mortgage over
leasehold rights for leased assets.
ii) Hypothecation on the receivables and Bank
accounts
iii) 99% of share pledge of the borrowers shares and
Non disposal undertaking on the balance un-
pledged from Holding Company.
iv) Corporate Guarantee of Holding Company.
FINANCIAL STATEMENTS

329
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

330
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,
2024 2023 2024 2023
HDFC Bank 351.35 - 468.00 3 months - The loan is repayable in 42 structured i) First exclusive mortgage on the Assets of
Ltd T-bill rate quarterly installments starting from borrower and assets of Co- Borrower (SAMHI
+ Margin March 31, 2024. JV Business Hotels Private Limited and Argon
(3.75%) i.e. Hotels Private Limited), including mortgage over
10.77% leasehold rights for leased assets.
ii) Hypothecation on the receivables and Bank
accounts
iii) 99% of share pledge of the borrowers shares and
Non disposal undertaking on the balance un-
pledged from Holding Company.
iv) Corporate Guarantee of Holding Company.
IDFC First 269.85 - 274.00 Repo + - The loan is repayable in 42 structured i) First exclusive mortgage on the Assets of
Bank Limited Margin quarterly installments starting from borrower and assets of Co- Borrower (SAMHI
(1.25%) i.e. March 31, 2024. JV Business Hotels Private Limited and Argon
10.25% Hotels Private Limited), including mortgage over
leasehold rights for leased assets.
ii) Hypothecation on the receivables and Bank
accounts
iii) 99% of share pledge of the borrowers shares and
Non disposal undertaking on the balance un-
pledged from Holding Company.
iv) Corporate Guarantee of Holding Company.

ANNUAL REPORT 2023-24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,

SAMHI HOTELS LIMITED


2024 2023 2024 2023
Duet India Hotels (Chennai OMR) Private Limited
IndusInd 302.55 - 478.55 9.68% - The loan amount of ` 275.90 is Secured term loan is secured by way of:
Bank Limited repayable in 22 structured quarterly 1. First mortgage and charge on all immovable
installments, with the first repayment properties of the Borrower together with all the
falling after last business day of the first structures and appurtenances thereon and
quarter of 2025 i.e. June 30, 2025 and thereunder, whether owned or leased (both
loan amount of ` 35.17 is payable in present and future)
bullet payment on September 30, 2030.
2. First Charge by way of hypothecation on all
During the current year, the borrowings
the current and tangible movable assets of
were downsell to Axis bank amounting
the Borrower, including but not limited to cash
to ` 167.55.
flows, receivables, movable plant and machinery,
machinery spares, tools, and accessories,
furniture, fixtures, vehicles and all other movable
assets, both present and future.
3. First charge by way of hypothecation on all current
assets and intangibles of the Borrower, including
but not limited to, book-debts, Receivables,
operating cash flows, commissions, revenues of
whatsoever nature, both present and future;
4. First charge by way of hypothecation over all
accounts of the Borrower and the Permitted
Investments or other securities
5. A non-disposal undertaking over 21 % (twenty-
one percent) of the Equity Share Capital and
FCCDs held by promoters, free from any Security
Interest, in form and manner satisfactory to the
lenders/lender agent.
6. Pledge over the Equity Share Capital and the
FCCDs held by Promoters free from any Security
Interest, so as to maintain the required cover.
7. Security by way of cross collateralisation of cash
flows offered by each of the Hypothecators (Duet
India Hotels (Pune) Private Limited, Duet India
Hotels (Jaipur) Private Limited, Duet India Hotels
(Chennai) Private Limited, Duet India Hotels
(Hyderabad) Private Limited and Duet India
FINANCIAL STATEMENTS

331
Hotels (Ahmedabad) Private Limited).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

332
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,
2024 2023 2024 2023
Axis Bank 166.69 - 167.55 9.07% - The loan amount is repayable in 22 Secured term loan is secured by way of:
Limited structured quarterly installments, with 1. First mortgage and charge on all immovable
the first repayment falling after last properties of the Borrower together with all the
business day of the first quarter of 2025 structures and appurtenances thereon and
i.e. June 30, 2025. thereunder, whether owned or leased (both present
and future)
2. First Charge by way of hypothecation on all
the current and tangible movable assets of
the Borrower, including but not limited to cash
flows, receivables, movable plant and machinery,
machinery spares, tools, and accessories,
furniture, fixtures, vehicles and all other movable
assets, both present and future.
3. First charge by way of hypothecation on all current
assets and intangibles of the Borrower, including
but not limited to, book-debts, Receivables,
operating cash flows, commissions, revenues of
whatsoever nature, both present and future;
4. First charge by way of hypothecation over all
accounts of the Borrower and the Permitted
Investments or other securities
5. A non-disposal undertaking over 21 % (twenty-
one percent) of the Equity Share Capital and
FCCDs held by promoters, free from any Security
Interest, in form and manner satisfactory to the
lenders/lender agent.
6. Pledge over the Equity Share Capital and the
FCCDs held by Promoters free from any Security
Interest, so as to maintain the required cover.
7. Security by way of cross collateralisation of cash
flows offered by each of the Hypothecators (Duet
India Hotels (Pune) Private Limited, Duet India
Hotels (Jaipur) Private Limited, Duet India Hotels
(Chennai) Private Limited, Duet India Hotels
(Hyderabad) Private Limited and Duet India
Hotels (Ahmedabad) Private Limited).

ANNUAL REPORT 2023-24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,

SAMHI HOTELS LIMITED


2024 2023 2024 2023
IndusInd 18.75 - 19.11 9.25% - The loan amount is repayable in 48 Working capital term loan from bank (ECLGS) is
Bank Limited structured monthly installments, with secured by way of a second charge over the security
the first repayment falling due on mentioned above.
November 30, 2023.
Duet India Hotels (Chennai) Private Limited
IndusInd 195.09 - 306.76 9.68% - The loan amount of ` 176.90 is Secured term loan is secured by way of:
Bank Limited repayable in 22 structured quarterly 1. First mortgage and charge on all immovable
installments, with the first repayment properties of the Borrower together with all the
falling after last business day of the first structures and appurtenances thereon and
quarter of 2025 i.e. June 30, 2025 and thereunder, whether owned or leased (both
loan amount of ` 22.46 is payable in present and future);
bullet payment on September 30, 2030.
2. First Charge by way of hypothecation on all
During the current year, the borrowings
the current and tangible movable assets of
were downsell to Axis bank amounting
the Borrower, including but not limited to cash
to ` 107.40.
flows, receivables, movable plant and machinery,
machinery spares, tools, and accessories,
furniture, fixtures, vehicles and all other movable
assets, both present and future;
3. 
First charge by way of hypothecation on all
current assets and intangibles of the Borrower,
including but not limited to, book-debts,
Receivables, operating cash flows, commissions,
revenues of whatsoever nature, both present and
future;
4. First charge by way of hypothecation over all
accounts of the Borrower and the Permitted
Investments or other securities;
5. A non-disposal undertaking over 21 % (twenty-
one percent) of the Equity Share Capital and
FCCDs held by promoters, free from any Security
Interest, in form and manner satisfactory to the
lenders/lender agent;
6. Pledge over the Equity Share Capital and the
FCCDs held by Promoters free from any Security
Interest, so as to maintain the required cover; and
FINANCIAL STATEMENTS

333
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

334
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,
2024 2023 2024 2023
7. Security by way of cross collateralisation of cash
flows offered by each of the Hypothecators (Duet
India Hotels (Pune) Private Limited, Duet India
Hotels (Jaipur) Private Limited, Duet India Hotels
(Hyderabad) Private Limited, Duet India Hotels
(Chennai OMR) Private Limited and Duet India
Hotels (Ahmedabad) Private Limited).
Axis Bank 105.29 - 107.40 9.07% - The loan amount is repayable in 22 Secured term loan is secured by way of:
Limited structured quarterly installments, with 1. First mortgage and charge on all immovable
the first repayment falling after last properties of the Borrower together with all the
business day of the first quarter of 2025 structures and appurtenances thereon and
i.e. June 30, 2025. thereunder, whether owned or leased (both
present and future);
2. First Charge by way of hypothecation on all
the current and tangible movable assets of
the Borrower, including but not limited to cash
flows, receivables, movable plant and machinery,
machinery spares, tools, and accessories,
furniture, fixtures, vehicles and all other movable
assets, both present and future;
3. 
First charge by way of hypothecation on all
current assets and intangibles of the Borrower,
including but not limited to, book-debts,
Receivables, operating cash flows, commissions,
revenues of whatsoever nature, both present and
future;
4. First charge by way of hypothecation over all
accounts of the Borrower and the Permitted
Investments or other securities;
5. A non-disposal undertaking over 21 % (twenty-
one percent) of the Equity Share Capital and
FCCDs held by promoters, free from any Security
Interest, in form and manner satisfactory to the
lenders/lender agent;

ANNUAL REPORT 2023-24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,

SAMHI HOTELS LIMITED


2024 2023 2024 2023
6. Pledge over the Equity Share Capital and the
FCCDs held by Promoters free from any Security
Interest, so as to maintain the required cover; and
7. Security by way of cross collateralisation of cash
flows offered by each of the Hypothecators (Duet
India Hotels (Pune) Private Limited, Duet India
Hotels (Jaipur) Private Limited, Duet India Hotels
(Hyderabad) Private Limited, Duet India Hotels
(Chennai OMR) Private Limited and Duet India
Hotels (Ahmedabad) Private Limited).
IndusInd 16.34 - 17.10 9.25% - The loan amount is repayable in 48 Secured working capital term loan from bank (ECLGS)
Bank Limited structured monthly installments, with is secured by way of a second charge over the security
the first repayment falling due on mentioned above.
November 30, 2023.
Duet India Hotels (Jaipur) Private Limited
IndusInd 194.57 - 308.10 9.68% - The loan amount is repayable in 21 Secured term loan is secured by way of:
Bank Limited structured quarterly installments, with 1. First mortgage and charge on all immovable
the first repayment falling after last properties of the Borrower together with all the
business day of the second quarter of structures and appurtenances thereon and
2025 i.e. September 30, 2025. thereunder, whether owned or leased (both
During the current year, the borrowings present and future)
were downsell to Axis bank amounting 2. First Charge by way of hypothecation on all
to ` 107.90 mn. the current and tangible movable assets of
the Borrower, including but not limited to cash
flows, receivables, movable plant and machinery,
machinery spares, tools, and accessories,
furniture, fixtures, vehicles and all other movable
assets, both present and future.
3. 
First charge by way of hypothecation on all
current assets and intangibles of the Borrower,
including but not limited to, book-debts,
Receivables, operating cash flows, commissions,
revenues of whatsoever nature, both present and
future;
FINANCIAL STATEMENTS

335
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

336
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,
2024 2023 2024 2023
4. First charge by way of hypothecation over all
accounts of the Borrower and the Permitted
Investments or other securities
5. A non-disposal undertaking over 21% (twenty-one
percent) of the Equity Share Capital, Preference
Share Capital and FCCDs held by promoters, free
from any Security Interest, in form and manner
satisfactory to the lenders/lender agent.
6. Pledge over the Equity Share Capital, the
Preference Share Capital and the FCCDs held by
Promoters free from any Security Interest, so as
to maintain the required cover.
7. Security by way of cross collateralisation of cash
flows offered by each of the Hypothecators (Duet
India Hotels (Pune) Private Limited, Duet India
Hotels (Hyderabad) Private Limited, Duet India
Hotels (Chennai) Private Limited, Duet India
Hotels (Chennai OMR) Private Limited and Duet
India Hotels (Ahmedabad) Private Limited).

ANNUAL REPORT 2023-24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,

SAMHI HOTELS LIMITED


2024 2023 2024 2023
Axis Bank 104.89 - 107.90 9.07% - The loan amount is repayable in 21 Secured term loan is secured by way of:
Limited structured quarterly installments, with 1. First mortgage and charge on all immovable
the first repayment falling after last properties of the Borrower together with all the
business day of the second quarter of structures and appurtenances thereon and
2025 i.e. September 30, 2025. thereunder, whether owned or leased (both
present and future)
2. First Charge by way of hypothecation on all
the current and tangible movable assets of
the Borrower, including but not limited to cash
flows, receivables, movable plant and machinery,
machinery spares, tools, and accessories,
furniture, fixtures, vehicles and all other movable
assets, both present and future.
3. First charge by way of hypothecation on all current
assets and intangibles of the Borrower, including
but not limited to, book-debts, Receivables,
operating cash flows, commissions, revenues of
whatsoever nature, both present and future;
4. First charge by way of hypothecation over all
accounts of the Borrower and the Permitted
Investments or other securities
5. A non-disposal undertaking over 21 % (twenty-one
percent) of the Equity Share Capital, Preference
Share Capital and FCCDs held by promoters, free
from any Security Interest, in form and manner
satisfactory to the lenders/lender agent.
6. Pledge over the Equity Share Capital, the
Preference Share Capital and the FCCDs held by
Promoters free from any Security Interest, so as
to maintain the required cover.
7. Security by way of cross collateralisation of cash
flows offered by each of the Hypothecators (Duet
India Hotels (Pune) Private Limited, Duet India
Hotels (Hyderabad) Private Limited, Duet India
Hotels (Chennai) Private Limited, Duet India
Hotels (Chennai OMR) Private Limited and Duet
FINANCIAL STATEMENTS

India Hotels (Ahmedabad) Private Limited).

337
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

338
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,
2024 2023 2024 2023
IndusInd 10.15 - 10.50 9.25% - The loan amount is repayable in 48 Secured working capital term loan from bank (ECLGS)
Bank Limited structured monthly installments, with is secured by way of:
the first repayment falling after last (i) Registered mortgage creating second charge over
business day of the third quarter of the immovable fixed assets of Duet India Hotels
2023 i.e. December 31, 2023. (Jaipur) Private Limited both present and future.
(ii) Charge by way of hypothecation creating second
charge over entire movable fixed assets and
the current assets of Duet India Hotels (Jaipur)
Private Limited
(iii) Charge by way of a pledge over shares of Duet
India Hotels (Jaipur) Private Limited.
Duet India Hotels (Ahmedabad) Private Limited
IndusInd 250.84 - 394.70 9.68% - The loan amount is repayable in 21 Secured term loan is secured by way of:
Bank Limited structured quarterly installments, with 1. First mortgage and charge on all immovable
the first repayment falling after last properties of the Borrower together with all the
business day of the second quarter of structures and appurtenances thereon and
2025 i.e. September 30, 2025. thereunder, whether owned or leased (both present
During the current year, the borrowings and future)
were downsell to Axis bank amounting 2. First Charge by way of hypothecation on all
to ` 138.20. the current and tangible movable assets of
the Borrower, including but not limited to cash
flows, receivables, movable plant and machinery,
machinery spares, tools, and accessories,
furniture, fixtures, vehicles and all other movable
assets, both present and future.
3. 
First charge by way of hypothecation on all
current assets and intangibles of the Borrower,
including but not limited to, book-debts,
Receivables, operating cash flows, commissions,
revenues of whatsoever nature, both present and
future;
4. First charge by way of hypothecation over all
accounts of the Borrower and the Permitted
Investments or other securities

ANNUAL REPORT 2023-24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,

SAMHI HOTELS LIMITED


2024 2023 2024 2023
5. A non-disposal undertaking over 21 % (twenty-
one percent) of the Equity Share Capital,
Preference Share Capital and FCCDs held by
promoters, free from any Security Interest, in
form and manner satisfactory to the lenders/
lender agent.
6. Pledge over the Equity Share Capital, the
Preference Share Capital and the FCCDs held by
Promoters free from any Security Interest, so as
to maintain the required cover.
7. Security by way of cross collateralisation of cash
flows offered by each of the Hypothecators (Duet
India Hotels (Pune) Private Limited, Duet India
Hotels (Jaipur) Private Limited, Duet India Hotels
(Chennai) Private Limited, Duet India Hotels
(Chennai OMR) Private Limited and Duet India
Hotels (Hyderabad) Private Limited).
Axis Bank 135.15 - 138.20 9.07% - The loan amount is repayable in 21 Secured term loan is secured by way of:
Limited structured quarterly installments, with 1. First mortgage and charge on all immovable
the first repayment falling after last properties of the Borrower together with all the
business day of the second quarter of structures and appurtenances thereon and
2025 i.e. September 30, 2025. thereunder, whether owned or leased (both present
and future)
2. First Charge by way of hypothecation on all
the current and tangible movable assets of
the Borrower, including but not limited to cash
flows, receivables, movable plant and machinery,
machinery spares, tools, and accessories,
furniture, fixtures, vehicles and all other movable
assets, both present and future.
3. 
First charge by way of hypothecation on all
current assets and intangibles of the Borrower,
including but not limited to, book-debts,
Receivables, operating cash flows, commissions,
revenues of whatsoever nature, both present and
future;
FINANCIAL STATEMENTS

339
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

340
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,
2024 2023 2024 2023
4. First charge by way of hypothecation over all
accounts of the Borrower and the Permitted
Investments or other securities
5. A non-disposal undertaking over 21 % (twenty-one
percent) of the Equity Share Capital, Preference
Share Capital and FCCDs held by promoters, free
from any Security Interest, in form and manner
satisfactory to the lenders/lender agent.
6. Pledge over the Equity Share Capital, the
Preference Share Capital and the FCCDs held by
Promoters free from any Security Interest, so as
to maintain the required cover.
7. Security by way of cross collateralisation of cash
flows offered by each of the Hypothecators (Duet
India Hotels (Pune) Private Limited, Duet India
Hotels (Jaipur) Private Limited, Duet India Hotels
(Chennai) Private Limited, Duet India Hotels
(Chennai OMR) Private Limited and Duet India
Hotels (Hyderabad) Private Limited).
IndusInd 13.15 - 13.60 9.25% - The loan amount is repayable in 48 Secured working capital term loan from bank (ECLGS)
Bank Limited structured monthly installments, with is secured by way of:
the first repayment falling after last (i) Registered mortgage creating second charge
business day of the third quarter of over the immovable fixed assets of Duet India
2023 i.e. December 31, 2023. Hotels (Ahmedabad) Private Limited both present
and future.
(ii) Charge by way of hypothecation creating second
charge over entire movable fixed assets and the
current assets of Duet India Hotels (Ahmedabad)
Private Limited
(iii) Charge by way of a pledge over shares of Duet
India Hotels (Ahmedabad) Private Limited.

ANNUAL REPORT 2023-24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,

SAMHI HOTELS LIMITED


2024 2023 2024 2023
Duet India Hotels (Hyderabad) Private Limited
IndusInd 315.77 - 513.63 9.68% - The loan amount of ` 296.16 is Secured term loan is secured by way of:
Bank Limited repayable in 22 structured quarterly 1. First mortgage and charge on all immovable
installments, with the first repayment properties of the Borrower together with all the
falling after last business day of the first structures and appurtenances thereon and
quarter of 2025 i.e. June 30, 2025 and thereunder, whether owned or leased (both present
loan amount of ` 37.67 is payable in and future)
bullet payment on September 30, 2030.
2. First Charge by way of hypothecation on all
During the current year, the borrowings
the current and tangible movable assets of
were downsell to Axis bank amounting
the Borrower, including but not limited to cash
to ` 179.80.
flows, receivables, movable plant and machinery,
machinery spares, tools, and accessories,
furniture, fixtures, vehicles and all other movable
assets, both present and future.
3. 
First charge by way of hypothecation on all
current assets and intangibles of the Borrower,
including but not limited to, book-debts,
Receivables, operating cash flows, commissions,
revenues of whatsoever nature, both present and
future;
4. First charge by way of hypothecation over all
accounts of the Borrower and the Permitted
Investments (excluding the investments made by
the Company in Duet India Hotels (Navi Mumbai)
Private Limited) or other securities
5. A non-disposal undertaking over 21 % (twenty-
one percent) of the Equity Share Capital,
Preference Share Capital and FCCDs held by
promoters, free from any Security Interest, in
form and manner satisfactory to the lenders/
lender agent.
6. Pledge over the Equity Share Capital, the
Preference Share Capital and the FCCDs held by
Promoters free from any Security Interest, so as
to maintain the required cover.
FINANCIAL STATEMENTS

341
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

342
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,
2024 2023 2024 2023
7. Security by way of cross collateralisation of cash
flows offered by each of the Hypothecators (Duet
India Hotels (Pune) Private Limited, Duet India
Hotels (Jaipur) Private Limited, Duet India Hotels
(Chennai) Private Limited, Duet India Hotels
(Chennai OMR) Private Limited and Duet India
Hotels (Ahmedabad) Private Limited).
Axis Bank 177.72 - 179.80 9.07% - The loan amount is repayable in 22 Secured term loan is secured by way of:
Limited structured quarterly installments, with 1. First mortgage and charge on all immovable
the first repayment falling after last properties of the Borrower together with all the
business day of the first quarter of 2025 structures and appurtenances thereon and
i.e. June 30, 2025. thereunder, whether owned or leased (both present
and future)
2. First Charge by way of hypothecation on all
the current and tangible movable assets of
the Borrower, including but not limited to cash
flows, receivables, movable plant and machinery,
machinery spares, tools, and accessories,
furniture, fixtures, vehicles and all other movable
assets, both present and future.
3. 
First charge by way of hypothecation on all
current assets and intangibles of the Borrower,
including but not limited to, book-debts,
Receivables, operating cash flows, commissions,
revenues of whatsoever nature, both present and
future;
4. First charge by way of hypothecation over all
accounts of the Borrower and the Permitted
Investments (excluding the investments made by
the Company in Duet India Hotels (Navi Mumbai)
Private Limited) or other securities
5. A non-disposal undertaking over 21 % (twenty-
one percent) of the Equity Share Capital,
Preference Share Capital and FCCDs held by
promoters, free from any Security Interest, in
form and manner satisfactory to the lenders/

ANNUAL REPORT 2023-24


lender agent.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,

SAMHI HOTELS LIMITED


2024 2023 2024 2023
6. Pledge over the Equity Share Capital, the
Preference Share Capital and the FCCDs held by
Promoters free from any Security Interest, so as
to maintain the required cover.
7. Security by way of cross collateralisation of cash
flows offered by each of the Hypothecators (Duet
India Hotels (Pune) Private Limited, Duet India
Hotels (Jaipur) Private Limited, Duet India Hotels
(Chennai) Private Limited, Duet India Hotels
(Chennai OMR) Private Limited and Duet India
Hotels (Ahmedabad) Private Limited).
IndusInd 21.10 - 22.10 9.25% - The loan amount is repayable in 48 Working capital term loan from bank (ECLGS) is
Bank Limited structured monthly installments, with secured by way of a second charge over the security
the first repayment falling due on mentioned above.
November 30, 2023.
Duet India Hotels (Pune) Private Limited
IndusInd 530.57 - 843.60 9.68% - The loan amount is repayable in 21 Secured term loan is secured by way of:
Bank Limited structured quarterly installments, with 1. First mortgage and charge on all immovable
the first repayment falling after last properties of the Borrower together with all the
business day of the second quarter of structures and appurtenances thereon and
2025 i.e. September 30, 2025. thereunder, whether owned or leased (both
During the current year, the borrowings present and future)
were downsell to Axis bank amounting 2. First Charge by way of hypothecation on all
to ` 299.00 mn. the current and tangible movable assets of
the Borrower, including but not limited to cash
flows, receivables, movable plant and machinery,
machinery spares, tools, and accessories,
furniture, fixtures, vehicles and all other movable
assets, both present and future.
3. 
First charge by way of hypothecation on all
current assets and intangibles of the Borrower,
including but not limited to, book-debts,
Receivables, operating cash flows, commissions,
revenues of whatsoever nature, both present and
future;
FINANCIAL STATEMENTS

343
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

344
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,
2024 2023 2024 2023
4. First charge by way of hypothecation over all
accounts of the Borrower and the Permitted
Investments (excluding the investments made by
the Company in Duet India Hotels (Jaipur) Private
Limited) or other securities
5. A non-disposal undertaking over 21 % (twenty-
one percent) of the Equity Share Capital,
Preference Share Capital and FCCDs held by
promoters, free from any Security Interest, in
form and manner satisfactory to the lenders/
lender agent.
6. Pledge over the Equity Share Capital, the
Preference Share Capital and the FCCDs held by
Promoters free from any Security Interest, so as
to maintain the required cover.
7. Security by way of cross collateralisation of cash
flows offered by each of the Hypothecators (Duet
India Hotels (Hyderbad) Private Limited, Duet India
Hotels (Jaipur) Private Limited, Duet India Hotels
(Chennai) Private Limited, Duet India Hotels
(Chennai OMR) Private Limited and Duet India
Hotels (Ahmedabad) Private Limited).
Axis Bank 291.45 - 299.00 9.07% - The loan amount is repayable in 21 Secured term loan is secured by way of:
Limited structured quarterly installments, with 1. First mortgage and charge on all immovable
the first repayment falling after last properties of the Borrower together with all the
business day of the second quarter of structures and appurtenances thereon and
2025 i.e. September 30, 2025. thereunder, whether owned or leased (both present
and future)
2. First Charge by way of hypothecation on all
the current and tangible movable assets of
the Borrower, including but not limited to cash
flows, receivables, movable plant and machinery,
machinery spares, tools, and accessories,
furniture, fixtures, vehicles and all other movable
assets, both present and future.

ANNUAL REPORT 2023-24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,

SAMHI HOTELS LIMITED


2024 2023 2024 2023
3. First charge by way of hypothecation on all
current assets and intangibles of the Borrower,
including but not limited to, book-debts,
Receivables, operating cash flows, commissions,
revenues of whatsoever nature, both present and
future;
4. First charge by way of hypothecation over all
accounts of the Borrower and the Permitted
Investments (excluding the investments made by
the Company in Duet India Hotels (Jaipur) Private
Limited) or other securities
5. A non-disposal undertaking over 21 % (twenty-
one percent) of the Equity Share Capital,
Preference Share Capital and FCCDs held by
promoters, free from any Security Interest, in
form and manner satisfactory to the lenders/
lender agent.
6. Pledge over the Equity Share Capital, the
Preference Share Capital and the FCCDs held by
Promoters free from any Security Interest, so as
to maintain the required cover.
7. Security by way of cross collateralisation of cash
flows offered by each of the Hypothecators (Duet
India Hotels (Hyderbad) Private Limited, Duet India
Hotels (Jaipur) Private Limited, Duet India Hotels
(Chennai) Private Limited, Duet India Hotels
(Chennai OMR) Private Limited and Duet India
Hotels (Ahmedabad) Private Limited).
FINANCIAL STATEMENTS

345
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

346
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,
2024 2023 2024 2023
IndusInd 61.73 - 64.40 9.25% - The loan amount is repayable in 48 Secured working capital term loan from bank (ECLGS)
Bank Limited structured monthly installments, with is secured by way of:
the first repayment falling after last (i) Registered mortgage creating second charge
business day of the third quarter of over the immovable fixed assets of Duet India
2023 i.e. December 31, 2023. Hotels (Pune) Private Limited both present and
future.
(ii) Charge by way of hypothecation creating second
charge over entire movable fixed assets and the
current assets of Duet India Hotels (Pune) Private
Limited
(iii) Charge by way of a pledge over shares of Duet
India Hotels (Pune) Private Limited.
Loan from Financial Institutions
SAMHI Hotels Limited
STCI Finance 595.57 549.88 600.00 11.75% 12.75% The term loan is repayable in 16 Loans from STCI Finance Limied is secured by way of:
Limited quarterly instalments after 12 months (i) First exclusive charge by equitable mortgage on
of moratorium from date of first hotel “Caspia” Shalimar Bagh Delhi
disbursement i.e. March 29, 2023.
(ii) First charge on the receivables of the borrower
from its subsidiaries towards common cost
allocation.
(iii) First exclusive charge on the Receivables from
the Hotel Caspia Shalimar Bagh Delhi
Piramal - 766.61 750.00 15.75% 15.50% Repayable in 7 quarterly installments Loans from Piramal Capital and Housing Finance
Capital and starting from July 2022 of ` 17.50 and Limited is secured by way of:
Housing bullet repayment of ` 732.50 at the end (i) First ranking pari passu charge, by way of a
Finance of 8th quarter. This loan has been repaid memorandum of deposit of title deeds, over
Limited in full during the current year. the Hyderabad Property in SAMHI Hotels
(Ahmedabad) Private Limited (""Subsidiary"")
(ii) First ranking pari passu charge under a deed
of hypothecation inter alia over the Hyderabad
Receivables, and the accounts created pursuant
to the Hyderabad Escrow Agreement.

ANNUAL REPORT 2023-24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,

SAMHI HOTELS LIMITED


2024 2023 2024 2023
(iii) Demand promissory note executed by the
Company for ` 750 mn for the benefit of the
Lender
(iv) Non-disposal undertaking from the Company
for 100% (hundred percent) of the shares of
Hyderabad Borrower (“”NDU””)
(v) Undertaking cum guarantee provided by the
Company and the Pune Borrower (Ascent Hotels
Private Limited) for utilization of any surplus from
Pune Asset deposited in the Promoter (“”SAMHI
Hotels Limited””) Escrow Account towards
repayment of Outstanding Amounts
Barque Hotels Private Limited [Barque]
Citicorp 157.28 513.55 520.00 3 months 3 months The loan is repayable in 44 structured i) First exclusive mortgage on the Assets of
Finance T-bill rate T-bill rate quarterly installments starting after 12 borrower and Asset of Co- Borrower (SAMHI
(India) + Margin + Margin months from the first disbursement JV Business Hotels Private Limited and Argon
Limited. (3.60%) i.e. (4.75%) i.e. date i.e. February 27, 2023. Hotels Private Limited), including mortgage over
(“CFIL”) 10.62% 11.63% During the current year, loan from leasehold rights for leased assets.
Citicorp Finance (India) Limited of ` ii) Hypothecation on the receivables and Bank
289.00 was sell-down to Aditya Birla accounts
Finance Limited iii) 99% of share pledge of the borrowers shares and
non disposal undertaking on the balance un-
pledged from Holding Company
iv) Corporate Guarantee of Holding Company
Aditya Birla 196.85 - 289.00 3 months - The loan is repayable in 40 structured i) First exclusive mortgage on the Assets of
Finance T-bill rate quarterly installments starting from borrower and Asset of Co- Borrower (SAMHI
Limited + Margin March 31, 2024. JV Business Hotels Private Limited and Argon
(3.60%) i.e. Hotels Private Limited), including mortgage over
10.62% leasehold rights for leased assets.
ii) Hypothecation on the receivables and Bank
accounts
iii) 99% of share pledge of the borrowers shares and
Non disposal undertaking on the balance un-
pledged from SAMHI Hotels Limited.
iv) Corporate Guarantee of SAMHI Hotels Limited
FINANCIAL STATEMENTS

347
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

348
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,
2024 2023 2024 2023
Ascent Hotels Private Limited [Ascent]
Piramal - 1,485.21 1,200.00 Piramal Piramal The term loan is repayable in 48 Loans from Piramal Enterprises Limited (earlier known
Enterprises Prime Prime structured quarterly installments as PHL Finvest Private Limited) are secured by way of:
Limited Lending Lending commencing from September 2021. (i) First ranking pari passu charge, over property
(earlier Rate (PPLR) Rate (PPLR) No interest payment is required for six of Hyatt Regency, Pune (""Pune Project"") [under
known as less facility less facility months from the first disbursement entity Ascent Hotels Private Limited]
PHL Finvest spread i.e. spread i.e. date of loan. Thereafter, interest to be
(ii) First ranking pari passu charge, over property
Private 14.05% p.a. 14.05% p.a. accrued at PPLR less facility spread
of Sheraton, Hyderabad (""Hyderabad Project"")
Limited) however, the payment will be at a rate
[under entity SAMHI Hotels (Ahmedabad) Private
of 8% from the 7th month to the 36th
Limited]
month. The accrued interest till 36th
month will be paid by the end of the (iii) First ranking pari passu charge, over Pune Project
60th Month from the first disbursement Receivables, Current Account and Project Escrow
date of loan i.e. July, 2018. Account
Interest to be paid at PPLR less facility
spread from 37th Month till end of the
tenure of the loan.
This loan has been repaid in March
2024
(iv) First ranking pari passu charge, over Hyderabad
Project receivables, Current Account and Project
Escrow Account
(v) First ranking pari passu charge by way of 100%
Share Pledge of Ascent Hotels Private Limited
(vi) First ranking pari passu charge by way of
hypothecation of the Promoter Escrow Account
(vii) Non-disposal undertaking from promoter for
100% shares of SAMHI Hotels (Ahmedabad)
Private Limited
(viii) Demand promissory note executed by Ascent
Hotels Private Limited securing the Loan for the
benefit of Piramal.

ANNUAL REPORT 2023-24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,

SAMHI HOTELS LIMITED


2024 2023 2024 2023
Piramal - 378.21 472.00 Piramal Piramal Tranche 1: The working capital term The security for the facility shall rank second charge
Enterprises Prime Prime loan amount of ` 236.00 is repayable with the existing credit facilities provided by Piramal
Limited Lending Lending in 48 monthly instalments after 12 Enterprises Limited (earlier known as PHL Finvest
(earlier Rate (PPLR) Rate (PPLR) months of moratorium from date of first Private Limited) with the second charge on the assets
known as less spread less spread disbursement i.e. March 2021 financed under original facility.
PHL Finvest i.e. 13%. i.e. 13%. This loan has been repaid in March Demand promissory note executed by the Company
Private 2024 for an amount equivalent to the ECLGS Loan for the
Limited) Tranche 2: The working capital term benefit of the Lender (""DPN"").
loan amount of ` 236.00 is repayable
in 48 monthly instalments after 24
months of moratorium from date of first
disbursement i.e. May 2022
This loan has been repaid in March
2024
Housing - 1,130.01 1,400.00 13.15% to 13.15% to Repayable in 56 structured quarterly Senior loan from HDFC Limited is secured by way of:
Development 15.50% 15.50% installments commencing from May (i) First charge on all the immovable assets of
Finance 2018. This loan has been repaid in Ascent Hotels Private Limited both present and
Corporation March 2024 future.
Limited
(ii) First charge by way of hypothecation of all the
movable fixed assets both present and future.
(iii) A first charge on the current assets of Ascent
subject to the charges created/ to be created in
favor of the working capital lenders under the
Deed of Hypothecation.
(iv) A first charge on Debt Service Reserve Account
and other reserves and any other bank account
relating to the Project, wherever maintained,
both present and future, under the Deed of
Hypothecation.
(v) Pledge in favor of the Security Trustee.
FINANCIAL STATEMENTS

349
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

350
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,
2024 2023 2024 2023
Housing - 858.08 966.00 Tranche 1 Tranche 1 Tranche 1: The working capital term Secured working capital term loan from HDFC Limited
Development Prime Prime loan amount of ` 370.00 is repayable (ECLGS) is secured by way of:
Finance Lending Lending in 48 monthly instalments after 12 (i) Second charge on all the immovable assets of
Corporation Rate (PPLR) Rate (PPLR) months of moratorium from date of first the Ascent Hotels Private Limited both present
Limited less spread less spread disbursement i.e. February 2021. This and future
i.e. 9.35% - i.e. 9.35% - loan has been repaid in March 2024
(ii) Second charge by way of hypothecation of all the
11.80% 11.80% Tranche 2: The working capital term movable fixed assets both present and future
Tranche 2 Tranche 2 loan amount of ` 370.00 is repayable
Prime Prime (iii) A second charge on the current assets of Ascent
in 48 monthly instalments after 24
Lending Lending Hotels subject to the charges created/ to be
months of moratorium from date of first
Rate (PPLR) Rate (PPLR) created in favor of the working capital lenders
disbursement i.e. February 2022. This
less spread less spread under the Deed of Hypothecation.
loan has been repaid in March 2024
i.e. 9.35% - i.e. 9.35% - (iv) A second charge on Debt Service Reserve
Tranche 3: The working capital term
11.80% 11.80% Account and other reserves and any other
loan amount of ` 226.00 is repayable
Tranche 3 Tranche 3 bank account relating to the Project, wherever
in 48 monthly instalments after 24
Prime Prime maintained, both present and future, under the
months of moratorium from date of first
Lending Lending Deed of Hypothecation.
disbursement i.e. August 2022. This
Rate (PPLR) Rate (PPLR) (v)  Pledge in favor of the Security Trustee.
loan has been repaid in March 2024
less spread less spread
i.e. 10.60% - i.e. 10.60% -
11.45% 11.45%
SAMHI JV Business Hotels Private Limited [SAMHI JV]
Citicorp 446.75 1,209.94 1,225.00 3 months 3 months The loan is repayable in 44 structured i) First exclusive mortgage on the Assets of
Finance T-bill rate T-bill rate quarterly installments starting after 12 borrower and Asset of Co- Borrower (Barque
(India) + Margin + Margin months from the first disbursement Hotels Private Limited and Argon Hotels Private
Limited (3.60%) i.e. (4.75%) i.e. date i.e February 27, 2023. Limited), including mortgage over leasehold
(“CFIL”) 10.62% 11.63% During the current year, loan from rights for leased assets.
Citicorp Finance (India) Limited of ii) Hypothecation on the receivables and Bank
` 680.00 was sell-down to Aditya Birla accounts
Finance Limited iii) 99% of share pledge of the borrowers shares and
Non disposal undertaking on the balance un-
pledged from SAMHI Hotels Limited.
iv) Corporate Guarantee of SAMHI Hotels Limited

ANNUAL REPORT 2023-24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,

SAMHI HOTELS LIMITED


2024 2023 2024 2023
Aditya Birla 557.27 - 680.00 3 months - The loan is repayable in 44 structured i) First exclusive mortgage on the Assets of
Finance T-bill rate quarterly installments starting from borrower and Asset of Co- Borrower (Barque
Limited + Margin March 31, 2024. Hotels Private Limited and Argon Hotels Private
(3.60%) i.e. Limited), including mortgage over leasehold
10.62% rights for leased assets.
ii) Hypothecation on the receivables and Bank
accounts
iii) 99% of share pledge of the borrowers shares and
Non disposal undertaking on the balance un-
pledged from SAMHI Hotels Limited.
iv) Corporate Guarantee of SAMHI Hotels Limited
Argon Hotels Private Limited [ARGON]
Citicorp 3.51 54.32 55.00 3 months 3 months The loan is repayable in 44 structured i) First exclusive mortgage on the Assets of
Finance T-bill rate T-bill rate quarterly installments starting after 12 borrower and Asset of Co- Borrower (Barque
(India) + Margin + Margin months from the first disbursement Hotels Private Limited and SAMHI JV Business
Limited (3.60%) i.e. (4.75%) i.e. date i.e February 27, 2023. Hotels Private Limited), including mortgage over
(“CFIL”) 10.62% 11.62% During the current year, loan from leasehold rights for leased assets.
Citicorp Finance (India) Limited was ii) Hypothecation on the receivables and Bank
further sell-down to Aditya Birla accounts
Finance Limited of ` 31.00. Subsequent iii) 99% of share pledge of the borrowers shares and
to downsell, the remaining loan is non disposal undertaking on the balance un-
repayable in 17 structured quarterly pledged from SAMHI Hotels Ltd.
installments starting from March 31,
iv) Corporate Guarantee of SAMHI Hotels Ltd
2024.
Aditya Birla 5.38 - 31.00 3 months - The loan is repayable in 19 structured i) First exclusive mortgage on the Assets of
Finance T-bill rate quarterly installments starting from borrower and Asset of Co- Borrower (Barque
Limited + Margin March 31, 2024. Hotels Private Limited and SAMHI JV Business
(3.60%) i.e. Hotels Private Limited), including mortgage over
10.62% leasehold rights for leased assets.
ii) Hypothecation on the receivables and Bank
accounts
iii) 99% of share pledge of the borrowers shares and
non disposal undertaking on the balance un-
pledged from SAMHI Hotels Ltd.
iv) Corporate Guarantee of SAMHI Hotels Ltd
FINANCIAL STATEMENTS

351
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

352
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,
2024 2023 2024 2023
SAMHI Hotels (Ahmedabad) Private Limited [SAMHI Ahmedabad]
Piramal - 3,192.06 2,450.00 Piramal Piramal The term loan is repayable in 48 Loans from Piramal is secured by the way of:
Enterprises Prime Prime structured quarterly instalments (i) First ranking pari passu charge, over property
Limited Lending Lending commencing from September 2021. of Sheraton, Hyderabad (""Hyderabad Project"")
(earlier Rate (PPLR) Rate (PPLR) Accrued interest will be paid by the [under entity SAMHI Hotels (Ahmedabad) Private
known as less facility less facility end of the 60th Month from the first Limited]
PHL Finvest spread i.e. spread i.e. disbursement i.e July 2018.
Private 14.05% p.a. 14.05% p.a. Revolving credit facility converted to
Limited) term loan.
No interest payment is required for six (ii) First ranking pari passu charge, over Hyderabad
months from the first disbursement Project receivables, Current Account and Project
date of loan. Thereafter, interest to Escrow Account
be paid at a concessional rate of 8% (iii) First ranking pari passu charge by way of
from the 7th month to the 36th month. hypothecation of the Promoter (“”SAMHI Hotels
Interest to be paid at PPLR less facility Limited””) Escrow Account
spread from 37th month till end of the
(iv) Non-disposal undertaking from promoter for
tenure of the loan.
100% shares of SAMHI Hotels (Ahmedabad)
During the year ended March 31, 2024, Private Limited
this loan has been repaid in full.
(v) Demand promissory note executed by SAMHI
Hotels (Ahmedabad) Private Limited securing the
Loan for the benefit of Piramal.
Piramal - 978.00 13.00% 13.00% Tranche 1: The working capital term The security for the facility shall rank second charge
Enterprises loan amount of ` 489.00 is repayable with the existing credit facilities provided by Piramal
Limited in 48 monthly instalments after 1 Enterprises Limited (earlier known as PHL Finvest
(earlier year of moratorium from date of first Private Limited) with the second charge on the assets
known as disbursement i.e. March 04, 2021. financed under original facility.
PHL Finvest Tranche 2: The working capital term
Private loan amount of ` 489.00 is repayable
Limited) in 48 monthly instalments after 2
year of moratorium from date of first
disbursement i.e. June 02, 2022.
However, there is no moratorium for
interest. It shall be payable at monthly
intervals.
During the year ended March 31, 2024,

ANNUAL REPORT 2023-24


this loan has been repaid in full.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,

SAMHI HOTELS LIMITED


2024 2023 2024 2023
Non-Convertible Debenture (secured)
SAMHI Hotels (Ahmedabad) Private Limited [SAMHI Ahmedabad]
DREAM DUO 245.13 - 3,725.92 10.45% - The tenure of debentures is 42 months. All interest, additional interest, penal interest, thereon,
LLP The debentures are repayable in 10 costs, charges, expenses, and all other monies in
(250, 10.45% quarterly installments starting from respect of the Facility shall be secured by:
non- September 2024 and the balance amount a) Exclusive charge by way of mortgage over the
convertible on January 31, 2027. The debenture Hotel block of the Hyderabad Project.
debentures of holders have a put option after the expiry
` 1,000,000 of the 15th month from the first date of
each ) allotment i.e. August 01, 2023.
b) Exclusive charge by way of mortgage over
leasehold rights of the Issuer over Commercial
block of Hyderabad Project.
c) Unconditional Irrevocable Corporate Guarantee
of SAMHI Hotels Limited till the Net debt (lender)
to EBITDA reduces to 4.5 times for the Issuer
(Hyderabad Project).
d) 99.9% share pledge of the Issuer along with
voting rights.
e) Interest Service Reserve Account
f) All security above shall be pari-passu between
the Debentures holders
360 ONE 637.33 -
COMMERCIAL
YIELD FUND
(650, 10.45%
non-convertible
debentures of
` 1,000,000
each )
FINANCIAL STATEMENTS

353
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

354
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,
2024 2023 2024 2023
ICICI 1,961.01 -
PRUDENTIAL
CORPORATE
CREDIT
OPPORTUNITIES
FUND AIF I
(2,000, 10.45%
non-convertible
debentures of
` 1,000,000 each)
360 ONE LARGE 29.42 -
VALUE FUND -
SERIES 2
(30, 10.45%
non-convertible
debentures of
` 1,000,000 each)
360 ONE LARGE 14.71 -
VALUE FUND -
SERIES 4
(15, 10.45%
non-convertible
debentures of
` 1,000,000 each)
360 ONE LARGE 39.22 -
VALUE FUND-
SERIES 12
(40, 10.45%
non-convertible
debentures of
` 1,000,000 each)

ANNUAL REPORT 2023-24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Carrying Carrying Sanctioned Interest rate charged Repayment Terms Security details and other terms
Amount as at Amount as at Amount per annum
March 31, March 31, (` mn) March 31, March 31,

SAMHI HOTELS LIMITED


2024 2023 2024 2023
360 ONE LARGE 14.71 -
VALUE FUND -
SERIES 15
(15, 10.45%
non-convertible
debentures of `
1,000,000 each)
360 ONE 784.40 -
COMMERCIAL
YIELD FUND
(800, 10.45%
non-convertible
debentures of
` 1,000,000 each )
Vehicle Loans from Financial institution
SAMHI Hotels Limited
BMW 8.01 8.81 9.00 11.25% 11.25% Repayable in 60 monthly installments It is secured by way of hypothecation against the
Financial respective vehicles
Services
The Group did not have any defaults in the repayment of loans and interest.
For information about the Group’s exposure to interest rate and liquidity risks refer note 45.
FINANCIAL STATEMENTS

355
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

39. EMPLOYEE BENEFIT EXPENSE

a. Defined contribution plans


The Group makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying
employees towards Provident Fund, Labor Welfare Fund and Employees' State Insurance, which are defined
contribution plans. The Group has no obligations other than to make the specified contributions. The contributions
are charged to profit or loss as they accrue. The amount recognized as an expense towards contribution to Provident
Fund, Labor Welfare Fund and Employees' State Insurance for the year aggregated to March 31, 2024: ` 80.66 ; March
31, 2023: ` 62.46.

b. Compensated absences
The Principal assumptions used in determining the obligation are as given below:

Particulars As at As at
March 31, 2024 March 31, 2023
Discounting rate 7.15% - 7.39% 7.04% - 7.06%
Salary growth rate 5.50% - 10.00% 5.50% - 6.50%

c. Defined benefit plan


Gratuity
The Group 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 profit or loss and amounts
recognized in the balance sheet for the gratuity plans.
a) Expense recognized in Consolidated Statement of Profit and Loss

Particulars For the year ended For the year ended


March 31, 2024 March 31, 2023
Current service cost 5.40 4.89
Interest cost 3.09 2.04
Total expenses recognized in profit or loss 8.49 6.93

356 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

b) Remeasurements recognized directly in other comprehensive income

Particulars For the year ended For the year ended


March 31, 2024 March 31, 2023
Net actuarial (gain)/loss recognized in the year
- changes in demographic assumptions (4.25) (7.33)
- changes in financial assumptions (0.03) (8.28)
- changes in experience adjustments (0.37) 19.32
Amount to be recognized in other comprehensive income (4.65) 3.71
c) Change in present value of benefit obligation

Particulars For the year ended For the year ended


March 31, 2024 March 31, 2023
Present value of obligation as at the beginning of the year 36.36 37.07
Acquistion impact 16.97 -
Current service cost 5.40 4.89
Interest cost 3.09 2.04
Actuarial (gain)/loss (4.65) 3.71
Divestment adjustment - (1.21)
Benefits paid (9.62) (10.14)
Present value of obligation as at the end of the year 47.55 36.36
d) Amounts to be recognized in Consolidated Balance sheet

Particulars As at As at
March 31, 2024 March 31, 2023
Present value of the defined benefit obligation as at the end of the year 47.55 36.36
Fair value of plan assets as at the end of the year - -
Net liability recognized in the Consolidated Balance Sheet 47.55 36.36
Current 13.11 9.29
Non-Current 34.44 27.07
e) The Principal assumptions used in determining the gratuity benefit obligation are as given below

Particulars As at As at
March 31, 2024 March 31, 2023
% %
Discounting rate p.a.(i) 7.15% - 7.39% 7.04% - 7.06%
Salary growth rate p.a. (ii) 5.50% - 10.00% 5.50% - 6.50%
(i) The discount rate is generally based upon the market yields available on Government bonds at the
accounting date with a term that matches that of the liabilities.
(ii) The salary growth rate takes account of inflation, seniority, promotion and other relevant factors on long
term basis.

SAMHI HOTELS LIMITED 357


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Demographic Assumptions As at As at
March 31, 2024 March 31, 2023
Retirement Age (years) 58-60 58
Mortality Table IALM (2012-2014) IALM (2012-2014)
ultimate table ultimate table
Withdrawal Rate
Ages % %
Up to 30 Years 15-82 18-83
From 31 to 44 years 15-82 18-83
Above 44 years 15-82 18-83
The average duration of the defined benefit plan obligation at the end of the reporting period is 0.86 to 1.59
years (March 31, 2023: 0.91 to 1.60 years).
f) The Group’s best estimate of expense for the next year - March 31, 2024: ` 9.95; March 31, 2023: ` 7.20.
g) Sensitivity analyzis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefit obligation by the amounts shown below.

March 31, 2024 March 31, 2023


Increase* Decrease * Increase* Decrease *
Discount rate (0.5% movement) (0.72) 0.69 (0.56) 0.57
Salary growth rate (0.5% movement) 0.92 (0.91) 0.58 (0.58)
Although the analyzis does not take account of the full distribution of cash flows expected under the plan, it does
provide an approximation of the sensitivity of the assumptions shown.
* Positive amount represents increase in provision
* Negative amount represents decrease in provision
Sensitivity changes due to withdrawal and mortality are not material and hence not disclosed.
There was no change in the method and assumptions used in preparing the sensitivity analyzis from prior years.
h) Maturity profile of defined benefit obligation

Year As at As at
March 31, 2024 March 31, 2023
0-1 year 13.11 9.30
1-2 year 9.57 8.05
2-3 year 5.67 4.51
3-4 year 2.97 3.03
4-5 year 2.45 2.69
5-6 year 1.83 1.59
More than 6 year 11.96 7.19
47.55 36.36

358 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

40. RELATED PARTY DISCLOSURES


(a) Related party and nature of related party relationship where control exists:
Description of relationship Name of the Party
Entities having significant influence Blue Chandra Pte Limited (till September 22, 2023)
GTI Capital Alpha Private Limited
Goldman Sachs Investments Holdings (Asia) Limited (till
September 22, 2023)
ACIC Mauritius 1 (w.e.f. August 10, 2023)
ACIC Mauritius 2 (w.e.f. August 10, 2023)
Key managerial personnel (KMP) Ashish Jakhanwala (Chairman, Managing Director and CEO)
Rajat Mehra (Chief Financial Officer)
Archana Capoor (Independent Director)
Manav Thadani (Director)
Krishan Dhawan (Independent Director)
Aditya Jain (Independent Director)
Michael Peter Schulhof (Director)
Michael David Holland (Independent Director)
Relative of Key Managerial Personnel (KMP) Arti Jakhanwala (Spouse of Ashish Jakhanwala)
Enterprises in which KMP have control or exercise Thadani Ventures LLP
significant influence (Manav Thadani)
(b) Related party transactions during the year:
Particulars Key Managerial Personnel (KMP),
Relatives of KMP and Enterprises in
which KMP have control or exercise
significant influence
March 31, 2024 March 31, 2023
Interest income on unsecured loan 2.36 3.03
Ashish Jakhanwala 2.36 3.03
Interest expense on Optionally convertible debentures (unsecured) - 32.91
Arti Jakhanwala - 7.51
Thadani Ventures LLP - 25.40
Issue of equity share capital (including share premium) - 77.70
Arti Jakhanwala - 18.85
Thadani Ventures LLP - 58.85
Issue of equity share capital against employee stock options 1.36 -
Ashish Jakhanwala 0.95 -
Rajat Mehra 0.41 -
Unsecured loan repaid 2.50 -
Rajat Mehra 2.50 -
Director’s sitting fees 9.50 0.60
Archana Capoor 1.30 0.10
Manav Thadani 1.20 0.10
Krishan Dhawan 1.80 0.20
Aditya Jain 1.80 0.10
Michael David Holland 1.40 0.10
Michael Peter Schulhof 2.00 -

SAMHI HOTELS LIMITED 359


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Key Managerial Personnel (KMP),


Relatives of KMP and Enterprises in
which KMP have control or exercise
significant influence
March 31, 2024 March 31, 2023
Receivables from Key management personnel 108.35 -
Ashish Jakhanwala 76.01 -
Rajat Mehra 32.34 -
Key management personnel compensation 409.84 76.84
Ashish Jakhanwala:
Short-term employee benefits 89.29 45.99
Post-employment benefits - provident fund 1.68 0.21
Post-employment benefits - gratuity 0.61 1.38
Other long term employee benefits - compensated absences (0.15) 4.20
Equity settled share based payments 194.86 -
Rajat Mehra:
Short-Term employee benefits 39.52 21.05
Post-employment benefits - provident fund 0.86 0.68
Post-employment benefits - gratuity 0.33 1.01
Other long term employee benefits - compensated absences (0.05) 2.32
Equity settled share based payments 82.89 -
1. During the year ended March 31, 2021, the Holding Company issued 25% Non convertible debentures to GTI
Capital Epsilon Private Limited and Mercer Investments (Singapore) Pte Limited amounting to ` 150.00 and
` 720.00 respectively. GTI Capital Epsilon Private Limited and Mercer Investments (Singapore) Pte Limited are
related parties of the equity shareholders of the Holding company i.e. GTI Capital Alpha Private limited and
Goldman Sachs Investments Holding (Asia) Limited respectively. The interest expense on these NCDs issued to
GTI Capital Epsilon Private Limited amounts to March 31, 2024: ` 133.83 (March 31, 2023: ` 34.27) and carrying
value of these NCDs amounts to March 31, 2024: ` Nil (March 31, 2023: ` 234.13) respectively. The interest
expense on these NCDs issued to Mercer Investments (Singapore) Pte Limited amounts to March 31, 2024:
` 467.17 (March 31, 2023: ` 340.22) and carrying value of these NCD’s amounts to March 31, 2024: ` Nil (March
31, 2023: ` 1,240.90) respectively.
Refer note 38 for change in terms of NCDs issued to GTI Capital Epsilon Private Limited.
2. Expected recovery of indemnity from ACIC Mauritius 1 and ACIC Mauritius 2 amounts to March 31, 2024:
` 100.00 (refer note 52).
3. The Company has paid proceeds (net of expenses) in relation to intial public offer (offer for sale) to Blue Chandra
Pte Limited, GTI Capital Alpha Private Limited and Goldman Sachs Investments Holdings (Asia) Limited (selling
shareholders) (refer note 57).
(c) Related party balances as at year end
Particulars Key Managerial Personnel (KMP),
Relatives of KMP and Enterprises in
which KMP have control or exercise
significant influence
March 31, 2024 March 31, 2023
Financial assets - Loans (Key management personnel) 50.21 50.35
Ashish Jakhanwala 50.21 47.85
Rajat Mehra - 2.50
Receivables from Key management personnel 108.35 -

360 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Key Managerial Personnel (KMP),


Relatives of KMP and Enterprises in
which KMP have control or exercise
significant influence
March 31, 2024 March 31, 2023
Ashish Jakhanwala 76.01 -
Rajat Mehra 32.34 -
Provision for employee benefits 21.61 20.87
Ashish Jakhanwala:
Post-employment benefits - gratuity 8.22 7.61
Other long term employee benefits - compensated absences 6.39 6.54
Rajat Mehra:
Post-employment benefits - gratuity 3.69 3.36
Other long term employee benefits - compensated absences 3.31 3.36
Outstanding balances at the year-end are unsecured and are settled in cash. For the year ended March 31, 2024
and March 31, 2023, the Group has not recorded any impairment of receivables relating to amounts owed by related
parties. This assessment is undertaken at each reporting year.
The Holding company [SAMHI Hotels Limited] has provided an undertaking / corporate guarantee (refer note 38) on
behalf of SAMHI Hotels (Ahmedabad) Private Limited, CASPIA Hotels 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. Also refer note 38 in
respect of securities / guarantees provided by subsidiaries on behalf of other group entities for loans obtained from
Banks and Financial institutions.
The Holding Company has provided, corporate guarantee to Starwood Hotel and Resorts India Private Limited
[Operator of SAMHI Hotels (Ahmedabad) Private Limited] 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 Pte Ltd [Operator of Barque Hotels Private Limited] pursuant to the Operating
services agreement entered by Barque Hotels Private Limited.
Following shares held by SAMHI Hotels Limited in subsidiaries have been pledged with banks/financial institutions
in respect of loans obtained by subsidiaries.
Subsidiary As at As at
March 31, 2024 March 31, 2023
Barque Hotels Private Limited 38,375,079 38,375,079
CASPIA Hotels Private Limited 5,400,000 5,400,000
Ascent Hotels Private Limited - 127,801,485
SAMHI JV Business Hotels Private Limited 124,779,999 124,779,999
Argon Hotels Private Limited 7,770,491 7,770,491
SAMHI Hotels (Ahmedabad) Private Limited 2,164,945 -
Following Compulsory convertible preference shares held by SAMHI Hotels Limited in subsidiary have been pledged
with financial institution in respect to loans obtained by subsidiary.
Subsidiary As at As at
March 31, 2024 March 31, 2023
SAMHI Hotels (Ahmedabad) Private Limited 6,300,000 -

SAMHI HOTELS LIMITED 361


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

41. CONTINGENT LIABILITIES AND COMMITMENTS


(to the extent not provided for)

A. Commitments
As at As at
March 31, 2024 March 31, 2023
Estimated amount of contracts remaining to be executed on capital 295.98 -
account and others, and not provided for

B. Contingent liabilities
Particulars As at March 31, 2024 As at March 31, 2023
Total demand Amount paid Total demand Amount paid
under protest under protest
Income Tax Act, 1961 119.51 20.35 113.52 22.42
Finance Act, 1994 (Service Tax) 90.93 - 90.72 -
Goods and Service Tax Act, 2017 28.42 - 26.50 -
Other Matters 45.00 - 45.00 -
Total 283.86 20.35 275.74 22.42
(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 Provisions
Act, 1952. The Group 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. For
the period March 01, 2019 to March 31, 2019, the Group has made a provision for provident fund contribution
in the books of accounts amounting to ` 1.50.
(ii) Paulmech Hospitality Private Limited [Paulmech]
The Company had received an assessment order for financial year 2014 whereby an addition of ` 32.79 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. The Company has deposited ` 2.06 towards 15% amount of total
demand of ` 13.72 and has filed an appeal before the Commissioner of Income-tax (Appeals) against the said
addition.
The Company was carrying a provision of ` 4.01 as on March 31, 2023 in the books against the aforesaid case.
During the current year, the Company has received a favorable order from the Commissioner of Income-tax
(Appeals) and accordingly the provision in books has been reversed in the Statement of Profit and Loss.
(iii) CASPIA Hotels Private Limited [CASPIA]
(a) The Company had received an assessment order for financial year 2016 whereby an addition of ` 21.36 had
been made to the total income of the Company. The addition has been made on account of unexplained
sundry creditors and interest on delay in deposit of statutory dues. The Company had deposited ` 4.50
against total demand of ` 9.17 and has filed an appeal before the Commissioner of Income-tax (Appeals)
against the said addition which is pending for disposal.
(b) The Company had received an assessment order for financial year 2017 whereby an addition of ` 9.52 had
been made to the total income of the Company. The addition has been made on account of staff welfare
expenses, advertisement and business promotion expenses and other unexplained expenses which could
not be substantiated under Section 69 C of the Income Tax Act, 1961. The Company had deposited ` 0.49
against total demand of ` 2.46 and has filed an appeal before the Commissioner of Income-tax (Appeals)
against the said addition which is pending for disposal.
(c) The Company had received an assessment order for financial year 2018 whereby an addition of ` 18.39
has been made to the total income of the Company and has raised a demand of ` 11.36. The addition has
been made on account of unexplained expenditure under Section 69C of the Income Tax Act, 1961. The
Company has filed an appeal before the Commissioner of Income Tax (Appeals) against the said addition
which is pending for disposal.

362 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

(iv) Barque Hotels Private Limited [Barque]


(a) The Company is subject to legal proceedings and claims on account of Hosur land dispute. During the
year ended March 31, 2023, the Company has received a favorable order from the High Court of Karnataka
wherein the High Court has quashed the proceedings and directed Karnataka Industrial Areas Development
Board (KIADB) to release the compensation of ` 29.84 to the Company. Subsequently, the opposing parties
have moved applications before lower courts seeking multiple reliefs against which the Company has
filed counter claims and appeals. Despite the favorable order from the High Court of Karnataka, KIADB
has passed an order to deposit compensation amount with the civil court. The Company has filed a writ
petition challenging the aforesaid order of KIADB. The Company’s management does not expect that
these legal actions, when ultimately concluded, will have a material and adverse effect on the Company’s
financial statements.
(b) The Company had received an assessment order for financial year 2017 whereby an addition of ` 296.97
has been made to the total income of the Company. The addition pertains to unreasonable share premium
under Section 56(2)(viib) of the Income Tax Act, 1961 and unbilled revenue, not included in income offered
to tax. The Company has filed an appeal before the Commissioner of Income-tax (Appeals) against the
said addition which is pending for disposal.
(v) Argon Hotels Private Limited [Argon]
(a) During the year ended March 31, 2017, the Company terminated the services of an employee (who was on
probation at the time of termination), following which he filed a suit before the Delhi High Court claiming wrongful
termination of employment and seeking compensation of ` 45.00 towards damages and losses. The matter
was dismissed by the said court. The employee filed an appeal before the Delhi High Court which is pending for
hearing and final disposal. This matter was instituted against the Company prior to its acquisition by the
current shareholders and is covered under specific indemnities provided by the erstwhile shareholders.
(b) The Company has received an assessment order for financial year 2017 whereby an addition of ` 91.70
has been made to the total income of the Company. The addition pertains to unexplained creditors,
unexplained expenses, unexplained salaries, legal and professional expenses claimed as deduction under
Section 37 of the Income Tax Act, 1961 and differences in commission expenses as per books and 3CD
report. The Company has deposited ` 15.36 against total demand of ` 76.81 and has filed an appeal before
the Commissioner of Income-tax (Appeals) against the said addition which is pending for disposal.
(vi) SAMHI Hotels (Ahmedabad) Private Limited [SAMHI Ahmedabad]
(a) During the year ended March 31, 2022, the Company received notices under section 148 of the Income-tax
Act, 1961 for assessment year 2014-15, 2015-16 and under section 148A of the Income-tax Act, 1961 for
assessment year 2018-19 for initiating re­assessment proceedings against the Company. The reason for
reassessment for AY 2014-15 and 2015-16 is issue of shares on securities premium and for AY 18-19 is
repayment of loan to holding company The management has filed its response against the notices, citing
factual inaccuracies in the notices. During the year, the Company has received a favorable order AY 2014-
15 and 2015-16. In respect of AY 2018-19, management believes that based on the facts of the case and
considering that the Company had significant unabsorbed depreciation in the respective years, no liability
is likely to devolve on the Company.
(b) During the year ended March 31, 2023, the Company has received notice from Commissioner (Appeals-I),
Central Tax against adjudicating order passed by Additional Commisioner of Central tax, Rangareddy
CGST commissionerate dated June 17, 2022 on account of penalty of ` 26.50 to be levied on account of
delay in deposit of GST for the period April 2020 to December 2020 (except July 2020). Further during year,
the Company has received the final order confirming the said penalty. Management is in the process of
filing appeal with the Telanga Bench of Appellate Tribunal.
(c) During the year ended March 31, 2023, the Company has received a notice u/s 263 of Income Tax Act, 1961
in relation to revision of assessment order passed u/s 143(3) for AY 2018-19 on account of non deduction
of TDS on certain foreign payments. Further, during the year ended March 31, 2024, the Company has
received an order wherein business loss of ` 33.15 has been reversed from total loss claimed for such
previous year.

SAMHI HOTELS LIMITED 363


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

(vii) SAMHI JV Business Hotels Private Limited [SAMHI JV]


(a) During the year ended March 31, 2021, the Company had received a notice under Chapter V of the Finance
Act, 1994 for the period FY 2015 to FY 2018 (upto June 2017) on grounds of excess availment of CENVAT
credit and short payment of service tax involving an amount of ` 90.93 including interest under Section 75 of
the Finance Act, 1994 and equal penalty under Rule 15 of the Cenvat Credit Rules, 2004 and Section 78 of the
Finance Act, 1994. In earlier years, the Company had filed a written submission denying all allegations made
in the notice before the Commissioner of Goods and Services Tax (Appeals) which was pending for disposal.
Subsequent to March 31, 2024, the Company has received an unfavorable order from Commissioner of
Goods and Services Tax (Appeals). In response to such order, the Company has filed a writ petition with
Delhi High Court in this regard.
(viii) SAMHI Hotels Limited
The Company has received an assessment order for financial year 2016 whereby an addition of ` 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.
(ix) SAMHI Hotels (Gurgaon) Private Limited [SAMHI Gurgaon]
During the year ended March 31, 2023, the Company has received notice under Section 148 of the Income Tax
Act, 1961 for financial year 2018 on grounds of escaped assessment. Further during year ended March 31, 2024,
the Company has received a favorable order for such notice.
(x) Duet India Hotels (Chennai OMR) Private Limited
During the year ended March 31, 2019, the Company had received a Show cause notice from a Land Acquisition
Officer under Tamil Nadu Acquisition of Land for Industrial Purpose Act, 1997 for acquisition of a small portion
of land admeasuring 298 sq mtr in the hotel property owned by the Company. The Company was asked to
submit reasons as to why the proposed land should not be acquired by the Authority. The Company, replied to
the above notice by objecting to the proposed land acquisition along with reasons thereof. There has been no
response from the authority thereafter and the management believes that no adjustment / provision is required
in the financial statements in this regard.
(xi) Duet India Hotels (Pune) Private Limited
(a) During the year ended March 31, 2010, the Company had acquired land, which has carrying value of
` 413.00 as at year end. At the acquisition, the management had noted certain old disputes pertaining to
the said land involving its sellers and certain third parties, ongoing from earlier years (ranging from 1996
to 2005) and basis legal assessment had concluded that these would not impact the Company’s title and
consequently got the title deed registered in Company’s name since April 06, 2009.
There has been no development on these old disputes since then. The management, based on legal
assessment, believes that the title of the Company’s land is not impacted with these disputes and no
liability is likely to devolve upon the Company in this regard.
(b) The Company received a penalty order u/s 271(1)(c) for an amount of ` 2.00 for financial year 2015. The
Company has filed an appeal against the same before the Commissioner of Income-tax (Appeals) which is
pending for disposal.
(c) During the current year, the Company has received a draft order from Department of Goods and Service
Tax, State of Maharashtra for financial year 2018 claiming that the Company has short paid its liability
under reverse charge mechanism amounting to ` 1.26 and has claimed excess input credit amounting to
` 0.66. The Company is waiting for final order from the department before it submits its response with the
department. Based on internal assessment, the management believes that it is unlikely that any liability will
devolve upon the Company.

364 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

(xii) Duet India Hotels (Hyderabad) Private Limited


The Company has received an assessment order for financial year 2017 whereby an addition of ` 44.28 has
been made to the total income of the Company on account of certain disallowances under various sections of
the Income Tax Act, 1961. The demand raised in this regard is ` 17.71. The Company has filed an appeal before
the Commissioner of Income-tax (Appeals) against the said addition which is pending for disposal.
For the above ongoing litigations, the management is of the view that based on the merits of the arguments put
forward and facts of the respective cases, the outcome is likely to be in the favor of the Group and no provision
is required to be created in the books.

42. OPERATING SEGMENTS


The Group’s chief executive officer has been identified as the Chief Operating Decision Maker (‘CODM’), since he is
responsible for all major decision with respect to the preparation and execution of business plan, preparation of budget,
planning, alliance, merger, acquisition and expansion of any new facility. CODM has examined the Group’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 Group 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 Group provides services to customers in India. Further, there are no non-current assets located outside India.

C. Information about major customers (from external customers)


The Group does not derive revenue from one customer which would amount to 10 percent or more of the entity’s revenue.

43. THE GROUP COMPRISES OF THE FOLLOWING SUBSIDIARIES (INCLUDING STEP-DOWN SUBSIDIARIES):
Name of the Company Country of % of voting power % of voting
Incorporation held as at power held as at
March 31, 2024 March 31, 2023
SAMHI JV Business Hotels Private Limited India 100 100
SAMHI Hotels (Gurgaon) Private Limited India 100 100
Barque Hotels Private Limited India 100 100
SAMHI Hotels (Ahmedabad) Private Limited India 100 100
CASPIA Hotels Private Limited India 100 100
Paulmech Hospitality Private Limited India 100 100
(step-down subsidiary)
Ascent Hotels Private Limited India 100 100
Argon Hotels Private Limited India 100 100
Duet India Hotels (Chennai) Private Limited India 100 -
(w.e.f. August 10, 2023)
Duet India Hotels (Hyderabad) Private Limited India 100 -
(w.e.f. August 10, 2023)
Duet India Hotels (Pune) Private Limited India 100 -
(w.e.f. August 10, 2023)
Duet India Hotels (Ahmedabad) Private Limited India 100 -
(w.e.f. August 10, 2023)
Duet India Hotels (Chennai OMR) Private Limited India 100 -
(w.e.f. August 10, 2023)
Duet India Hotels (Jaipur) Private Limited India 100 -
(w.e.f. August 10, 2023) (step-down subsidiary)
Duet India Hotels (Bangalore) Private Limited India 100 -
(w.e.f. August 10, 2023) (step-down subsidiary)
Duet India Hotels (Navi Mumbai) Private Limited India 100 -
(w.e.f. August 10, 2023) (step-down subsidiary)
ACIC Advisory Private Limited (w.e.f. August 10, 2023) India 100 -

SAMHI HOTELS LIMITED 365


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

366
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

44. ADDITIONAL INFORMATION TO CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31, 2024 (PURSUANT TO SCHEDULE III TO THE COMPANIES ACT, 2013):
Name of the Company Net assets i.e. total assets Share in profit or (loss) Share in other comprehensive income Share in total comprehensive
minus total liabilities or (loss) (net of tax) income or (loss)
Amount As a % of Amount As a % of Amount As a % of Amount As a % of consolidated
consolidated consolidated consolidated net other total comprehensive
net assets net profit or comprehensive income income or (loss)
(loss) or (loss)
Parent
SAMHI Hotels Limited 28,171.02 271.26% (801.01) 34.14% 1.12 24.09% (799.89) 34.16%
Subsidiary
SAMHI JV Business Hotels Private Limited (366.39) (3.53%) 192.50 (8.20%) (0.25) (5.38%) 192.25 (8.21%)
SAMHI Hotels (Gurgaon) Private Limited 522.07 5.03% (4.28) 0.18% (0.12) (2.58%) (4.40) 0.19%
SAMHI Hotels (Ahmedabad) Private Limited (1,211.08) (11.66%) (179.24) 7.64% (0.22) (4.73%) (179.46) 7.66%
Barque Hotels Private Limited 927.09 8.93% (26.87) 1.15% (0.88) (18.92%) (27.75) 1.19%
CASPIA Hotels Private Limited 1,066.49 10.27% (182.76) 7.79% (0.11) (2.37%) (182.87) 7.81%
Paulmech Hospitality Private Limited 241.37 2.32% (12.93) 0.55% - - (12.93) 0.55%
Ascent Hotels Private Limited 1,176.13 11.32% (331.18) 14.12% (0.23) (4.95%) (331.41) 14.15%
Argon Hotels Private Limited (25.08) (0.24%) (102.08) 4.35% (0.24) (5.16%) (102.32) 4.37%
Duet India Hotels (Chennai) Private Limited 54.79 0.53% (2.57) 0.11% 0.40 8.60% (2.17) 0.09%
(w.e.f. August 10, 2023)
Duet India Hotels (Hyderabad) Private Limited 201.21 1.94% (648.72) 27.65% 1.99 42.80% (646.73) 27.62%
(w.e.f. August 10, 2023)
Duet India Hotels (Pune) Private Limited 1,735.07 16.71% 39.55 (1.69%) 1.56 33.55% 41.11 (1.76%)
(w.e.f. August 10, 2023)
Duet India Hotels (Bangalore) Private Limited 530.53 5.11% 546.54 (23.29%) (0.02) (0.43%) 546.52 (23.34%)
(w.e.f. August 10, 2023)
Duet India Hotels (Ahmedabad) Private Limited 445.92 4.29% 17.72 (0.76%) 0.31 6.67% 18.03 (0.77%)
(w.e.f. August 10, 2023)
Duet India Hotels (Navi Mumbai) Private Limited (219.41) (2.11%) (688.05) 29.33% - - (688.05) 29.38%
(w.e.f. August 10, 2023)
Duet India Hotels (Chennai OMR) Private Limited (123.63) (1.19%) (25.63) 1.09% 0.35 7.53% (25.28) 1.08%
(w.e.f. August 10, 2023)
Duet India Hotels (Jaipur) Private Limited 581.06 5.59% 24.20 (1.03%) 0.49 10.54% 24.69 (1.05%)
(w.e.f. August 10, 2023)

ANNUAL REPORT 2023-24


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Name of the Company Net assets i.e. total assets Share in profit or (loss) Share in other comprehensive income Share in total comprehensive
minus total liabilities or (loss) (net of tax) income or (loss)
Amount As a % of Amount As a % of Amount As a % of Amount As a % of consolidated

SAMHI HOTELS LIMITED


consolidated consolidated consolidated net other total comprehensive
net assets net profit or comprehensive income income or (loss)
(loss) or (loss)
ACIC Advisory Private Limited (w.e.f. August 10, 2023) (43.74) (0.42%) (14.60) 0.62% 0.47 10.11% (14.13) 0.60%
Intra Group elimination# (23,278.02) (224.14%) (146.77) 6.26% 0.03 0.65% (146.74) 6.27%
Total 10,385.40 100.00% (2,346.18) 100.00% 4.65 100.00% (2,341.53) 100.00%
Additional information to consolidated financial statements as at March 31, 2023 (Pursuant to Schedule III to the Companies Act, 2013):
Name of the Company Net assets i.e. total assets Share in profit or (loss) Share in other comprehensive income Share in total comprehensive
minus total liabilities or (loss) (net of tax) income or (loss)
Amount As a % of Amount As a % of Amount As a % of Amount As a % of consolidated
consolidated consolidated consolidated net other total comprehensive
net assets net profit or comprehensive income income or (loss)
(loss) or (loss)
Parent
SAMHI Hotels Limited 8,167.49 (101.13%) (653.98) 19.31% (2.32) 62.55% (656.30) 19.36%
Subsidiary
SAMHI JV Business Hotels Private Limited (558.63) 6.92% (893.16) 26.37% 0.01 (0.28%) (893.15) 26.35%
SAMHI Hotels (Gurgaon) Private Limited 248.48 (3.08%) (27.50) 0.81% (0.49) 13.21% (27.99) 0.83%
SAMHI Hotels (Ahmedabad) Private Limited (1,031.62) 12.77% (45.60) 1.35% (0.30) 8.09% (45.90) 1.35%
Barque Hotels Private Limited 221.83 (2.75%) (905.39) 26.74% (0.41) 11.05% (905.80) 26.72%
CASPIA Hotels Private Limited 468.66 (5.80%) (211.51) 6.25% (0.23) 6.20% (211.74) 6.25%
Paulmech Hospitality Private Limited (40.88) 0.51% (29.60) 0.87% - - (29.60) 0.87%
Ascent Hotels Private Limited (2,283.59) 28.27% (522.32) 15.43% (0.22) 5.93% (522.54) 15.42%
Argon Hotels Private Limited (91.78) 1.14% 151.94 (4.49%) 0.25 (6.77%) 152.19 (4.49%)
Intra Group elimination# (13,176.42) 163.15% (248.74) 7.35% - - (248.74) 7.34%
Total (8,076.46) 100.00% (3,385.86) 100.00% (3.71) 100.00% (3,389.57) 100.00%
#
Includes consolidation adjustments
FINANCIAL STATEMENTS

367
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

45. FINANCIAL INSTRUMENTS – FAIR VALUES AND RISK MANAGEMENT

A. Financial instruments by category and fair value


The below table summarizes the judgements and estimates made in determining the fair values of the financial
instruments that are (a) recognized and measured at fair value and (b) measured at amortized cost and for which
fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used
in determining fair value, the Group has classified its financial instruments into the three levels prescribed under the
accounting standard.
Particulars Level of March 31, 2023
Hierarchy Fair Value Fair Value Amortized
Through Profit Through Other Cost
and Loss Comprehensive
(FVTPL) Income (FVTOCI)
Financial assets
Non-current loans - - 66.01
Other non-current financial assets - - 500.13
Trade receivables - - 512.68
Cash and cash equivalents - - 1,185.49
Other bank balances - - 128.78
Current loans - - 0.26
Other current financial assets - - 109.96
Total financial assets - - 2,503.31
Financial liabilities
Non-current borrowings 2 and 3 - - 20,552.81
Non-current lease liabilities - - 448.10
Non-current Trade Payables - - 13.64
Other non-current financial liabilities - - 40.99
Current borrowings 2 and 3 - - 6,346.95
Current lease liabilities - - 92.47
Current trade payables - - 1,399.83
Other current financial liabilities - - 1,107.26
Total financial liabilities - - 30,002.05

Particulars Level of March 31, 2024


Hierarchy Fair Value Fair Value Amortized
Through Profit Through Other Cost
and Loss Comprehensive
(FVTPL) Income (FVTOCI)
Financial assets
Non-current loans - - 67.02
Other non-current financial assets - - 1,311.69
Trade receivables - - 605.41
Cash and cash equivalents - - 1,323.68
Other bank balances - - 150.55
Other current financial assets - - 345.02
Total financial assets - - 3,803.37
Financial liabilities
Non-current borrowings 2 and 3 - - 15,596.98
Non-current lease liabilities - - 374.29
Other non-current financial liabilities - - 1.75

368 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Level of March 31, 2024


Hierarchy Fair Value Fair Value Amortized
Through Profit Through Other Cost
and Loss Comprehensive
(FVTPL) Income (FVTOCI)
Current borrowings 2 - - 5,166.48
Current lease liabilities - - 89.26
Current trade payables - - 1,268.91
Other current financial liabilities - - 245.69
Total financial liabilities - - 22,743.36
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) and Loan to Key Management Person
(included in non-current loans) are equivalent to their carrying amount, as the interest rate on them is equivalent to
market rate.
The Group has not disclosed the fair value of lease receivable (included in other non-current financial assets) because
their carrying amounts are a reasonable approximation of fair values.
The fair value measurement of lease liabilities is not required to be disclosed.
Fair valuation of security deposits (included in other non-current financial assets), loan to employees (included in
non-current loans) and non-current trade payables is same as carrying value as there is no significant difference
between carrying value and fair value.
Financial liabilities measured at amortized cost- Fair value measurements
As at As at
March 31, 2024 March 31, 2023
Financial liabilities
Non-current financial liabilities - Borrowings (Refer note 17)
a) Non Convertible Debentures (unsecured) (Level 2) - 718.08
b) Optionally convertible redeemable debentures (OCRD) (unsecured) 111.06 84.70
(Level 3)
Current financial liabilities - Borrowings (Refer note 23)
a) Non Convertible Debentures (unsecured) (Level 2) - 1,548.56
b) Fully Compulsory Convertible Debentures (unsecured) (Level 3) - 1,591.90

B. Measurement of fair values


Fair values are categorised 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 techniques 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 OCRD is computed based on monte carlo method of valuation of the instrument.
- the fair value of Non Convertible Debentures (unsecured) is determined by using discounted cash flow approach
basis appropriate discount rate.

SAMHI HOTELS LIMITED 369


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

D. Details of significant unobservable inputs


Significant unobservable inputs Inter-relationship between significant unobservable inputs and fair value
As at As at Remarks
March 31, March 31,
2024 2023
Financial liabilities measured at
amortized cost
a) Fully Compulsory Convertible
Debentures (unsecured)
Business Value - 15,176.10 The estimated fair value would increase (decrease)
if the business value was higher (lower).
Risk Free rate - 7.38% The estimated fair value would decrease (increase)
if the risk free rate was higher (lower).
Volatility rate - 87.00% The estimated fair value would increase (decrease)
if the volatility rate was higher (lower).
Discount rate - 16.80% The estimated fair value would decrease (increase)
(for interest liability) if the discount rate was higher (lower).
b) Optionally convertible
redeemable debentures (OCRD)
(unsecured)
Business Value 1,626.63 1,246.55 The estimated fair value would increase (decrease)
if the business value was higher (lower).
Risk Free rate 7.23% 7.64% The estimated fair value would decrease (increase)
if the risk free rate was higher (lower).
Volatility rate 59.00% 59.15% The estimated fair value would increase (decrease)
if the volatility rate was higher (lower)
c) Non Convertible Debentures
(unsecured)
Discount rate - 17.00% The estimated fair value would decrease (increase)
if the discount rate was higher (lower).

E. Financial risk management


Risk management framework
The Group’s activities exposes it to a variety of financial risks: market risk (including foreign exchange risk and
interest rate risk), credit risk and liquidity risk.
The Holding Company’s Chief Financial Officer under the directions of the Board of Directors implements financial
risk management policies across the Group. The Group’s risk management policies are established to identify and
analyze the risks faced by the Group, 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 Group’s activities.
i. Credit risk
Credit risk is the risk of financial loss to the Group 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 Group has credit policies in place and the exposures to these credit risks are monitored on an
ongoing basis.
The Group’s policy is to place cash and cash equivalents and other bank balances with banks and financial
institution counterparties with good credit rating.
The Group has given security deposits to various statutory authorities and to vendors for securing services from
them and rental deposits for employee accommodations. The Group has other receivable balances outstanding
as at year end for indemnity receivables from shareholders, cost reimbursement and loan balance from its KMP
/ employees. Further, the Group has recognized government grant recoverable in respect of export incentives.
The Group does not expect any default from these parties and accordingly the risk of default is negligible or nil.

370 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

In respect of credit exposures from trade receivables, the Group 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 Group 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.
In case of lease receivables, the Group holds certain amounts as collateral in the form of security deposits
There are no significant concentrations of credit risk within the Group.
The Group 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 Group considers a financial asset to be in default when:
• the debtor is unlikely to pay its credit obligations to the Group 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: 0.34% to 9.09%, 6 months - 1 year: 5.62% to 34.36%, 1 - 2 years: 18.46% to 95.84%, More than 2 years:
100%
Reconciliation of loss allowance provision
For the year ended For the year ended
March 31, 2024 March 31, 2023
Trade receivables
Opening balance 65.79 35.10
Acquisition during the year (refer note 55) 36.58 -
Provisions no longer required written back during the year (12.88) (1.51)
Provision made during the year 14.06 32.20
Closing balance 103.55 65.79
Current financial assets - Others
Opening balance - 3.05
Provisions no longer required written back during the year - (3.05)
Closing balance - -
Non-current financial assets - Loans
Opening balance - -
Acquisition during the year 359.46 -
Closing balance 359.46 -

Current financial assets - Loans


Opening balance - -
Acquisition during the year 32.20 -
Closing balance 32.20 -
The impairment provisions for financial assets disclosed above are based on assumptions about risk of default
and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the
impairment calculation, based on the Group’s past history, existing market conditions as well as forward looking
estimates at the end of each reporting period.

SAMHI HOTELS LIMITED 371


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

ii. Liquidity risk


Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or another financial asset. The Group’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 Group’s reputation.
Management monitors rolling forecasts of the Group’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 Group’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 Group’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.

March 31, 2024 Contractual cash flows (`)


Carrying Total 0-1 year 1-2 years 2-5 years More than
amount 5 years
Non-derivative financial
liabilities
Non-current borrowings 15,596.98 16,379.66 - 1,506.57 4,885.08 9,988.01
Lease liabilities 463.55 1,098.11 93.60 81.34 166.04 757.13
Other non-current 1.75 3.02 - - 3.02 -
financial liabilities
Current borrowings 5,166.48 5,166.48 5,166.48 - - -
Trade payables 1,268.91 1,268.91 1,268.91 - - -
Other current financial 245.69 245.69 245.69 - - -
liabilities
22,743.36 24,161.87 6,774.68 1,587.91 5,054.14 10,745.14
March 31, 2023 Contractual cash flows (`)
Carrying Total 0-1 year 1-2 years 2-5 years More than
amount 5 years
Non-derivative financial
liabilities
Non-current borrowings 20,552.81 20,737.50 - 2,574.33 6,137.03 12,026.14
Lease liabilities 540.57 1,213.74 95.57 92.61 201.35 824.21
Non-current trade 13.64 13.72 - 13.72 - -
payables
Other non-current 40.99 40.99 - 39.88 1.11 -
financial liabilities
Current borrowings* 6,346.95 6,203.59 6,203.59 - - -
Trade and other payables 1,399.84 1,399.84 1,399.84 - - -
Other current financial 1,107.26 1,107.26 1,107.26 - - -
liabilities
30,002.06 30,716.63 8,806.26 2,720.53 6,339.49 12,850.35
* 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 for the same was

372 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

considered in the above disclosure of contractual cash outflows. The interest liability was disclosed as cash
outflow in 0-1 year category basis management expectation to settle this by September 30, 2023.
During the year ended March 31, 2024, Fully compulsory convertible debentures (FCCDs) held by
International Finance Corporation (“”IFC””) have been converted into one equity share of face value of ` 1
each at a premium of ` 237.15 and the interest liability of ` 1,474.56 outstanding in books on the date of
conversion has been paid from the IPO proceeds.
Also, refer note 51 for disclosures on Going Concern assumption.
(b) Financing arrangements
The Group had access to the following undrawn borrowing facilities at the end of the reporting period:
As at As at
March 31, 2024 March 31, 2023
Floating rate
Expiring within one year (bank overdraft and other facilities) 507.11 250.96
Expiring beyond one year (term loan from banks/ financial 994.64 540.01
institutions)
1,501.75 790.97
iii. Market risk
Market risk is the risk that the changes in market prices such as foreign exchange rates and interest rates, that
will affect the Group’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 Group 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 Group 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.
Exposure to currency risk
The Group’s exposure to foreign currency risk at the end of the reporting period are as follows:
March 31, 2024
Currency Amount in foreign Amount
currency (in mn) in `
Trade payables US$ 3.87 322.72

March 31, 2023


Currency Amount in foreign Amount
currency (in mn) in `
Trade payables US$ 6.38 524.77
Sensitivity analyzis
A reasonably possible strengthening (weakening) of the Indian Rupee against foreign currency at year end would
have affected the measurement of financial instruments denominated in foreign currency and affected equity
and profit and loss by the amounts shown below. This analyzis assumes that all other variables, in particular
interest rates, remain constant and ignores any impact of forecast sales and purchases.

SAMHI HOTELS LIMITED 373


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Effect in ` (Profit) / loss Equity, net of tax


(increase) / decrease
Strengthening Weakening Strengthening Weakening
March 31, 2024
1% movement
US$ 3.23 (3.23) 3.23 (3.23)
3.23 (3.23) 3.23 (3.23)

Effect in ` (Profit) / loss Equity, net of tax


(increase) / decrease
Strengthening Weakening Strengthening Weakening
March 31, 2023
1% movement
US$ 5.25 (5.25) 5.25 (5.25)
5.25 (5.25) 5.25 (5.25)
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 Group’s exposure to the risk of changes in market interest rates relates
primarily to the Group’s borrowings with floating interest rates.
The Group evaluates the interest rates in the market on a regular basis to explore the option of refinancing of the
borrowings of the Group. Moreover, majority of the Group’s borrowings are primarily linked to floating interest
rates, thereby resulting in adjustments of its borrowing costs in line with the market interest.
Exposure to interest rate risk
The interest rate profile of the Group’s interest-bearing financial instruments is as follows:

Amount in `
March 31, 2024 March 31, 2023
Fixed-rate instruments
Financial assets - Bank deposits 1,374.27 633.13
Financial liabilities - Vehicle loans 8.01 8.82
Financial liabilities - Fully compulsory convertible debentures - 1,639.96
[FCCDs]
Financial liabilities - Non convertible debentures (secured) 3,725.92 -
Financial liabilities - Non convertible debentures (unsecured) - 1,832.19
Financial assets - Loan to employees/Key Management Person 67.02 66.27
5,175.22 4,180.37
Variable-rate instruments
Financial liabilities - Cash credit and overdraft facilities from banks 910.15 931.29
Financial liabilities - Term loans from banks 14,007.25 13,240.57
Financial liabilities - Term loans from financial institutions 1,962.61 10,137.87
16,880.01 24,309.73
Total 22,055.23 28,490.10
Fair value sensitivity analyzis for fixed-rate instruments
The Group does not account for any fixed-rate financial assets or financial liabilities at fair value through profit
and loss. Therefore, a change in interest rates at the reporting date would not affect profit and loss. Also refer
note 45A for fair value disclosure.

374 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Cash flow sensitivity analyzis for variable-rate instruments


A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased
(decreased) equity and profit and loss by the amounts shown below. This analyzis assumes that all other
variables remain constant.

(Profit) / loss Equity, net of tax


(increase) / decrease
100 bp increase 100 bp decrease 100 bp increase 100 bp decrease
March 31, 2024
Financial liabilities 244.48 (244.48) 244.48 (244.48)
Cash flow sensitivity (net) 244.48 (244.48) 244.48 (244.48)
March 31, 2023
Financial liabilities 180.36 (180.36) 180.36 (180.36)
Cash flow sensitivity (net) 180.36 (180.36) 180.36 (180.36)

46. CAPITAL MANAGEMENT


The Group’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 Holding 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 Group
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 Group is not subject to externally imposed capital requirements.
As a part of its capital management policy, the Group 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. Subsequent to March 31, 2024, the Group has sought and received waiver letters
from its lenders, wherever applicable, as at and for the year ended March 31, 2024.

47. TRANSFER PRICING


The Group 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 Group 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 consolidated financial statements, particularly on the amount of tax expense and that of provision for taxation.

SAMHI HOTELS LIMITED 375


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

48. LEASE DISCLOSURES

As lessee
The Group leases office spaces and hotel buildings. These leases are long term in nature and also contain option to renew
the lease on or before the expiry of lease period.
Some leases of hotels contain variable lease payments that are based on revenue earned by the respective hotel in the
Group. Variable rental payments and estimated impact on rent of 1% increase in revenue are as follows:
Details of rent expenses:
Particulars As at March 31, 2024 As at March 31, 2023
Rent Expense Estimated Rent Expense Estimated
impact on rent impact on rent
of 1% increase of 1% increase
in Revenue in Revenue
Expense relating to variable lease payments 127.02 1.27 113.53 1.14
Total rent 127.02 1.27 113.53 1.14
The Group had incurred expense on low value and short term leases for the year ended March 31, 2024: ` 2.90 and March
31, 2023: ` 0.12.
The following table presents a maturity analyzis of expected undiscounted cash flows for lease liabilities:

Particulars As at As at
March 31, 2024 March 31, 2023
0-1 year 93.60 95.57
1-2 years 81.34 92.61
2-5 years 166.04 201.35
More than 5 years 757.13 824.21
Total lease payments 1,098.11 1,213.74
The reconciliation of lease liabilities is as follows:
Particulars As at As at
March 31, 2024 March 31, 2023
Opening balance 540.57 528.10
Additions 10.36 59.59
Amounts recognized in statement of profit and loss as interest expense 50.40 52.32
Payment of lease liabilities (93.24) (97.46)
COVID 19 related rent concessions - (1.98)
Adjustments due to modification of lease (44.54) -
Closing balance (Refer Note 18 and 24) 463.55 540.57

Particulars As at As at
March 31, 2024 March 31, 2023
Non current lease liabilities 374.29 448.10
Current lease liabilities 89.26 92.47
Most of the leases entered by the Group are long term in nature and the underlying leased properties are being used as
offices and hotel properties.
As lessor
The Group has undertaken fit-outs work at its property located in Hyderabad and provided the same on finance lease to
selected companies for a period of 5 years. These leases have been accounted for as finance leases. Future minimum
lease payments (MLP) under finance leases with the present value of the net MLP are as follows:

376 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars As at March 31, 2024 As at March 31, 2023


Minimum lease Present value of Minimum lease Present value of
payments MLP payments MLP
Not later than one year - - 9.60 9.34
Later than one year and not later than five - - - -
years
Later than five years - - - -
Total minimum lease payments - - 9.60 9.34
Less: Amounts representing unearned - - (0.26) -
finance income
Present value of minimum lease payments - - 9.34 9.34

49. 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. As at March 31, 2024, MCA has not notified any new
standards or amendments to the accounting standards which are effective from April 01, 2024.

50. EQUITY SETTLED SHARE-BASED PAYMENTS

Employee Stock Option Plan 2016


On November 10, 2016, the Board of Directors of the Holding Company approved ‘Employee Stock Option Plan 2016’ (“the
Plan”) that entitles senior employees to purchase shares in the holding company. These options provide the holders of
such vested options, the opportunity to acquire equity shares in the holding 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:
Grant date/ Number of Exercise Price Vesting period
employees entitled instruments (`)
Scheme 1:
Options granted to senior employees on November 21, 2016
Tranche 1 1,099,020 130.00 - 60% by Grant date
- 40% by December 31, 2016
Tranche 1 539,470 130.00 - 30% by Grant date
- 30% by December 31, 2016
- 40% by December 31, 2017
Tranche 2 275,790 115.40 - 30% by Grant date
- 30% by November 26, 2017
- 40% by November 26, 2018
Tranche 3 124,400 191.90 - 10% by Grant date
- 20% by September 22, 2017
- 30% by September 22, 2018
- 40% by September 22, 2019
Scheme 2:
Options granted to 560,000 224.80 - 30% by March 20, 2018
senior employees - 30% by March 20, 2019
on March 21, 2017 - 40% by March 20, 2020
# As per the terms of the scheme, if a liquidity event occurs before the vesting period specified above, options shall vest
in full upon the occurrence of the liquidity event. However, if the liquidity event occurs prior to the first anniversary of the
grant date of an option, such option shall not be capable of vesting and shall lapse on the date of such liquidity event. In
such a situation, the Nomination and remuneration Committee shall determine how to compensate employees in respect
of options that would otherwise have vested at the time of that liquidity event in accordance with the Plan.

SAMHI HOTELS LIMITED 377


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Exercise period:
(a) in the event of liquidity event, such reasonable period as determined by the Nomination and remuneration committee.
(b) in the event of an early exercise opportunity, within a reasonable period prior to the anticipated date of completion of
any proposed sale by a selling shareholder.”
Number options granted, exercised and forfeited during the year:
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Number of Weighted Number of Weighted
options Average options Average
Exercise Price (`) Exercise Price (`)
Options outstanding at beginning of year - - 2,472,300 148.26
Options granted during the year - - - -
Options exercised during the year - - - -
Options forfeited during the year - - - -
Options lapsed during the year - - (2,472,300) -
Options expired during the year - - - -
Options outstanding at the end of year - - - -
Options exercisable at the end of year - - - -
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:
Particulars Scheme 1 Scheme 2
Tranche 1 Tranche 2 Tranche 3
Weighted average fair value of the options at 34.90 40.60 18.20 13.70
the grant dates (`)
Share price at grant date (`) 121.00 121.00 121.00 128.80
Exercise price (`) 130.00 115.40 191.90 224.80
Expected volatility (weighted average volatility) 35.89% 35.89% 35.89% 35.89%
Expected dividend 0.00% 0.00% 0.00% 0.00%
Risk-free interest rate (based on government 6.22% 6.22% 6.22% 6.82%
bonds)
The risk free interest rates are determined based on the current yield to maturity of Government Bonds with 10 years
residual maturity. Expected volatility has been based on an evaluation of the historical volatility of listed closest peer
companies after making suitable adjustment on account of lack of marketability and size, particularly over the historical
period commensurate with the expected term. The expected life may not necessarily be indicative of the exercise patterns
that may occur. Dividend yield has been calculated taking into account the expected rate of dividend on equity share price
as on the grant date.

378 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

During the year ended March 31, 2023, the options outstanding under the ‘Employee Stock Option Plan 2016 have lapsed
on account of non achievement of market conditions.
Employee Stock Option Plan 2023
On March 09, 2023 (grant date), the board of directors of the Holding Company approved ‘Employee Stock Option Plan
2023’ (“the Plan”) that entitles senior employees to purchase shares in the Holding Company. These options provide
the holders of such vested options, the opportunity to acquire equity shares in the Holding 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:
Grant date/ Number of Exercise Price Vesting period Contractual life of
employees entitled instruments (`) options (years)
Tranche 1 2,017,310 1.0 - 100% by March 11, 2024 3.95
Tranche 2 1,153,517 1.0 - 100% by March 11, 2025 - 100% 4.95
achievement of performance condition
- 75% by March 11, 2025 - 80%- 99%%
achievement of performance condition
- 0% by March 11, 2025 - < 80%
achievement of performance
Tranche 3 1,153,517 1.0 - 100% by March 11, 2026 - 100% 5.95
achievement of performance condition
- 75% by March 11, 2026 - 80%- 99%%
achievement of performance condition
- 0% by March 11, 2026 - < 80%
achievement of performance
Tranche 4 1,153,516 1.0 - 100% by March 11, 2027 - 100% 6.95
achievement of performance condition
- 75% by March 11, 2027 - 80%- 99%%
achievement of performance condition
- 0% by March 11, 2027 - < 80%
achievement of performance
Exercise period:
The exercise period shall be within 3 years from the respective vesting period.
Number options granted, exercised and forfeited during the year:
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Number of Weighted Number of Weighted
options Average options Average
Exercise Price (`) Exercise Price (`)
Options outstanding at beginning of year 5,477,860 1.00 - -
Options granted during the year - - 5,477,860 1.00
Options exercised during the year 1,971,169 1.00 - -
Options forfeited during the year - - - -
Options lapsed during the year - - - -
Options expired during the year - - - -
Options outstanding at the end of year 3,506,691 1.00 5,477,860 1.00
Options exercisable at the end of year 46,141 1.00 - -
Weighted average remaining contractual life of outstanding option is 4.92 years (March 31, 2023 - 5.26 years).
During the year, 1,971,179 options have been exercised and accordingly 1,971,169 equity shares of ` 1 each have been
issued. Correspondingly proportionate amount outstanding in share option outstanding account of ` 286.88 has been
transferred from to securities premium account. Further, for the options exercised, the Holding Company has recorded tax
deduction at source receivable of ` 157.08 from its employees which has been recovered subsequent to March 31, 2024.

SAMHI HOTELS LIMITED 379


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Measurement of fair values


The fair value is determined using the Black Scholes Merton 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 fair values of the equity-settled share based
payment plans are as follows:
Employee Stock Option Plan 2023
Tranche 1 Tranche 2 Tranche 3 Tranche 4
Weighted average fair value of 145.54 145.61 145.68 145.76
the options at the grant dates (`)
Share price at grant date (`) 146.37 146.37 146.37 146.37
Exercise price (`) 1.00 1.00 1.00 1.00
Expected volatility (weighted Equity Volatility: Revenue Volatility: Revenue Volatility: Revenue Volatility:
average volatility) 71.60% 24.22% 24.22% 24.22%
EBITDA Volatility: EBITDA Volatility: EBITDA Volatility:
55.23% 55.23% 55.23%
Equity Volatility: Equity Volatility: Equity Volatility:
71.60% 71.60% 71.60%
Expected life (in years) 2.5 3.5 4.5 5.5
Expected dividend Nil Nil Nil Nil
Risk-free interest rate (based 7.31% 7.37% 7.39% 7.42%
on government bonds)
The risk-free interest rates are determined based on the current yield to maturity of Government Bonds for the period
of expected term for each tranche vesting. Expected volatility has been based on an evaluation of the historical volatility
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, share based payment expense of ` 459.51 (March 31, 2023: ` 26.06)
has been charged to the Statement of Profit and Loss.

51. GOING CONCERN:


The Group has incurred a net loss of ` 2,346.18 during the year ended March 31, 2024 and as of that date, the Group’s
current liabilities exceeded its current assets by ` 4,538.59. As at and for the year ended March 31, 2024, the Group is in
non-compliance with certain financial covenants prescribed under the loan agreement for which it has sought and received
waiver letters subsequent to the year end. The Group’s financial position has substantially improved post-acquisition of
ACIC Portfolio and receipt of IPO proceeds (refer note 55 and 57) in the current year, and expects to continue to generate
positive operating cash flows which will be sufficient to cover its future debt repayment and interest obligations. Based on
the past experience and improved financial position of the Company, the management is confident of complying with the
financial covenants in subsequent years and meet its funding requirements.
In view of the above, the Management and Board of Directors of the Holding Company have prepared these consolidated
financial statements on a going concern basis.

52. IMPAIRMENT OF ASSET

Impairment testing for cash-generating units


In accordance with Ind AS 36 “Impairment of Assets”, the Group had identified individual hotels (consisting of goodwill,
property, plant and equipment, right of use assets and other intangible 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.

380 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Recoverable amount is the 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.
As at March 31, 2024, impairment loss recognized in books in respect to the carrying value of Property, Plant and
Equipments, Right of Use Assets and Other Intangible Assets is as follows:
Entity Asset As at Impairment As at
April 01, 2023 loss/(reversal) March 31, 2024
SAMHI Hotels Limited Caspia - Delhi, Shalimar Bagh 63.43 - 63.43
Barque Hotels Private Limited Holiday Inn Express - Pune, 32.79 - 32.79
Hinjewadi
Barque Hotels Private Limited Holiday Inn Express - Pune, 82.05 - 82.05
Pimpri
Barque Hotels Private Limited Holiday Inn Express - Nashik, 45.06 - 45.06
Ambad
Barque Hotels Private Limited Holiday Inn Express - Chennai, 93.30 - 93.30
OMR
Barque Hotels Private Limited Holiday Inn Express - 43.93 (43.93) -
Hyderabad, Banjara Hills **
CASPIA Hotels Private Limited Renaissance - Ahmedabad, SG 159.44 - 159.44
Highway
CASPIA Hotels Private Limited Four Points by Sheraton - 165.56 - 165.56
Vizag, City Center
SAMHI Hotels Limited Fairfield by Marriott - 83.42 - 83.42
Bangalore, City Center
CASPIA Hotels Private Limited Fairfield by Marriott - 44.96 - 44.96
Coimbatore, Airport
Duet India Hotels (Navi Land parcel (leasehold land) * - 868.28 868.28
Mumbai) Private Limited
Total 813.94 824.35 1,638.29
* During the year ended March 31, 2024, the Group had acquired a land parcel (leasehold land) situated at Navi Mumbai as
a part of the ACIC Portfolio acquisition. The said land parcel was allotted on lease by Maharashtra Industrial Development
Corporation (‘MIDC’). The Company was in the process of obtaining relevant approvals and permits from MIDC for
commencing development work. Subsequently, the Company 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, provision for impairment of ` 768.28 has been reflected as exceptional items on a net
basis (refer note 36):
- Provision for impairment of right of use assets: ` 821.67
- Provision for impairment of CWIP: ` 46.61
- Expected recovery of indemnity from the Sellers based on legal advice: ` 100.00
Further, deferred tax liability of ` 71.59 relating to the right of use assets referred to above, has been reversed as part of
tax expense.
** During the current financial year ended March 31, 2024, the Group has remeasured the carrying value of the assets for
Holiday Inn Express - Hyderabad, Banjara Hills and reversed the impairment loss of ` 31.18 (net of depreciation of ` 12.75)
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. Also refer note 36.
As at March 31, 2023, impairment loss recognized in books in respect to the carrying value of Property, Plant and
Equipments, Right of Use Assets and Other Intangible Assets is as follows:

SAMHI HOTELS LIMITED 381


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Entity Asset As at Impairment As at


April 01, 2023 loss/(reversal) April 01, 2023
Argon Hotels Private Limited Fairfield by Marriott - Chennai, 103.85 (103.85) -
OMR*
Argon Hotels Private Limited Caspia - Delhi, Shalimar Bagh 63.43 - 63.43
***
Barque Hotels Private Limited Holiday Inn Express - Pune, 32.79 - 32.79
Hinjewadi
Barque Hotels Private Limited Holiday Inn Express - Pune, 82.05 - 82.05
Pimpri
Barque Hotels Private Limited Holiday Inn Express - Nashik, 45.06 - 45.06
Ambad
Barque Hotels Private Limited Holiday Inn Express - Chennai, 93.30 - 93.30
OMR
Barque Hotels Private Limited Holiday Inn Express - 43.93 - 43.93
Hyderabad, Banjara Hills
CASPIA Hotels Private Limited Renaissance - Ahmedabad, SG 159.44 - 159.44
Highway
CASPIA Hotels Private Limited Four Points by Sheraton - 165.56 - 165.56
Vizag, City Center
SAMHI Hotels (Ahmedabad) Four Points by Sheraton - 115.80 (115.80) -
Private Limited Ahmedabad, City Center **
SAMHI Hotels Limited Fairfield by Marriott - 83.42 - 83.42
Bangalore, City Center
CASPIA Hotels Private Limited Fairfield by Marriott - 44.96 - 44.96
Coimbatore, Airport
Total 1,033.59 (219.65) 813.94
* During the year ended March 31, 2023, the Group had sold Fairfield by Marriott - Chennai, OMR and accordingly provision
for impairment loss has been reversed of ` 22.65 under the head ‘exceptional item’.
** During the year ended March 31, 2023, the Group had sold off Four Points by Sheraton, Ahmedabad and recorded reversal
of impairment loss of ` 87.47 (net of depreciation) and gain on sale of assets of ` 122.01 under the head ‘exceptional item’.
*** During the year ended March 31, 2023, property has been transferred to SAMHI Hotels Limited (“the Holding Company”).
The impairment loss recognized in books in respect to goodwill is as follows:
Entity Asset Gross Impairment Net Carrying
Carrying loss Value
Value
SAMHI Hotels (Gurgaon) Hyatt Place - Gurgaon, Udyog Vihar 1.07 - 1.07
Private Limited
Paulmech Hospitality Private Holiday Inn Express - Kolkata, Rajarhaat 27.70 - 27.70
Limited
Ascent Hotels Private Limited Hyatt Regency - Pune, Nagar Road 5.08 - 5.08
Barque Hotels Private Limited Caspia Pro - Greater NOIDA, Knowledge Park 0.88 - 0.88
Barque Hotels Private Limited Holiday Inn Express - Ahmedabad, SG Road 3.60 - 3.60
Barque Hotels Private Limited Holiday Inn Express - Bangalore, Whitefield 5.13 - 5.13
Barque Hotels Private Limited Holiday Inn Express - Gurgaon, Sohna Road 15.64 - 15.64
Barque Hotels Private Limited Holiday Inn Express - Hyderabad, Hi-tech 3.46 - 3.46
Barque Hotels Private Limited Holiday Inn Express - Bangalore, Tumkur 4.40 - 4.40
Road
Barque Hotels Private Limited Holiday Inn Express - Pune, Hinjewadi 3.85 3.85 -
Barque Hotels Private Limited Holiday Inn Express - Pune, Pimpri 8.32 8.32 -
Barque Hotels Private Limited Holiday Inn Express - Nashik, Ambad 3.90 3.90 -

382 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Entity Asset Gross Impairment Net Carrying


Carrying loss Value
Value
Barque Hotels Private Limited Holiday Inn Express - Chennai, OMR 10.70 10.70 -
Barque Hotels Private Limited Holiday Inn Express - Hyderabad, Banjara 8.28 8.28 -
Hills
Total 102.01 35.05 66.96
Based on the impairment analyzis carried out by the management, no further impairment loss is required to be recorded
in the financial statements.
The cash flow projections include specific estimates for five years and an exit multiple thereafter. The terminal growth rate
has been determined based on management’s estimate of the long-term compound annual growth rate, consistent with
the assumptions that a market participant would make.
The key assumptions used in the estimation of the recoverable amount are set out below.

Assumptions As at As at
March 31, 2024 March 31, 2023
Discount rate Pre tax / Post Tax 13.20% / 13.00% 12.34% / 12.15%
Average Room Revenue (ARR) growth rate 4% to 34% 4% to 26%
Terminal Value EBITDA multiple 16.67 times 14.00 times
Occupancy rate 59% - 86% 59% - 89%
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.

53. INVESTMENT PROPERTY DISCLOSURES


(i) Information regarding income and expenditure of investment property

March 31, 2024 March 31, 2023


Rental and maintenance income derived from investment property 88.35 82.02
Less: Direct operating expenses generating rental income (28.82) (27.23)
Profit arising from investment property before depreciation and indirect 59.53 54.79
expenses
(ii) The Group has no restrictions on the realizability of investment property or the remittance of income and proceeds
of disposal.
(iii) Fair value measurement:
The fair value of investment property was determined by an accredited external registered valuer as defined under Rule
2 of the Companies (Registered Valuers and Valuation) Rules, 2017. The fair value measurement of the investment
property has been categorised as a Level 3 fair value based on the inputs to the valuation technique used.
The fair value of the investment property is March 31, 2024: ` 920.00, March 31, 2023: ` 924.30.
(iv) Valuation technique:
The Group follows discounted cash flows technique. The valuation model considers the present value of net cash
flows to be generated from the property, taking into account the expected rental growth rate, vacant periods,
occupancy rate, lease incentive costs such as rent-free periods and other costs not paid by tenants. The expected
net cash flows are discounted using risk-adjusted discount rates.

SAMHI HOTELS LIMITED 383


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

54. OTHER STATUTORY INFORMATION


(i) The Group does not have any Benami property, where any proceeding has been initiated or pending against the Group
for holding any Benami property.
(ii) The Group do not have any transactions with companies struck off.
(iii) The Group has borrowings from banks and financial institutions on the basis of security of current assets. However,
the Group is not required to submit quarterly returns or statements with banks and financial institutions during the
current or previous years.
(iv) The Group has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Group 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 Group 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 Group 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 Group 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 Group 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.
(ix) The Group has used the borrowings from banks and financial institutions for the specific purpose for which it was
taken.
(x) None of the entities in the Group have been declared wilful defaulter by any bank or financial institution or government
or any government authority.
(xi) The Group has complied with the number of layers prescribed under the Companies Act, 2013.
(xii) The Group has not entered into any scheme of arrangement which has an accounting impact on current or previous
financial years.
(xiii) The Group has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or
both during current or previous years.

55. BUSINESS COMBINATIONS


The Board of Directors of SAMHI Hotels Limited 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”).
On August 10, 2023, the Group acquired 100% of the securities and voting interest 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 the Holding Company of face value ` 1 each at a premium of ` 237.15 to the Sellers. The fair
value of equity shares issued has been determined using the discounted cashflow approach.

384 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

The acquisition of ACIC Portfolio will benefit the Group in the following ways:
- Improve the Group’s inventory and market share in key cities;
- Enable the Group to create synergies, streamline costs and enhance the overall margin profile of Group’s portfolio,
given that the ACIC Portfolio is complementary to the existing portfolio of hotels;”
For the period August 10, 2023 to March 31, 2024, ACIC Portfolio contributed revenue of ` 1,401.20 and loss before tax
and other comprehensive income (OCI) of ` 839.06 to the Group’s results. Management estimates that if the acquisition
had occurred on April 01, 2023, consolidated revenue and consolidated loss before tax and OCI for the year ended March
31, 2024 would have been ` 10,528.32 and ` 2,485.02, respectively. Management has determined these amounts on the
basis that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the
same if the acquisition had occurred on April 01, 2023.
A. Cost of acquisition
The Group 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.
B. Identifiable assets acquired and liabilities assumed
The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the date of
acquisition :
Particulars Duet India Duet India Duet Duet India Duet India Duet India Duet ACIC Total
Hotels Hotels India Hotels Hotels Hotels India Advisory
(Chennai) (Hyderabad) Hotels (Bangalore) (Ahmedabad) (Chennai Hotels Private
Private Private (Pune) Private Private OMR) (Jaipur) Limited
Limited Limited * Private Limited Limited Private Private
Limited Limited Limited
Non-current
assets
Property, plant 349.93 1,459.30 1,602.34 0.71 1,215.53 709.94 476.21 - 5,813.96
and equipment
Right-of-use 80.30 828.52 - - - - 822.16 - 1,730.98
assets
Other intangible - 1.08 0.15 0.22 0.19 0.04 - - 1.68
assets
Loans - 0.69 8.03 - - - - - 8.72
Other financial 9.61 15.83 362.39 - 25.39 21.89 7.55 0.05 442.71
assets
Income tax 2.71 5.07 18.93 2.90 0.68 2.96 1.57 7.74 42.56
assets (net)
Deferred tax - - - - - - - - -
assets #
Other non- 3.88 2.74 0.12 - 1.90 2.35 0.13 - 11.12
current assets
Current assets
Inventories 1.26 5.86 4.93 1.02 - 1.12 1.75 - 15.94
Trade 8.72 36.91 72.72 20.79 16.26 8.88 3.98 - 168.26
receivables
Cash and cash 9.45 32.78 15.04 0.92 8.08 4.95 10.80 1.92 83.94
equivalents
Bank balances - 6.46 37.37 - - - - - 43.83
other than
cash and cash
equivalents
above
Loans - 0.67 0.08 0.86 - 0.12 0.10 1.16 2.99
Other financial 0.69 7.26 - 0.12 - - 1.08 - 9.15
assets

SAMHI HOTELS LIMITED 385


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

Particulars Duet India Duet India Duet Duet India Duet India Duet India Duet ACIC Total
Hotels Hotels India Hotels Hotels Hotels India Advisory
(Chennai) (Hyderabad) Hotels (Bangalore) (Ahmedabad) (Chennai Hotels Private
Private Private (Pune) Private Private OMR) (Jaipur) Limited
Limited Limited * Private Limited Limited Private Private
Limited Limited Limited
Other current 3.82 30.86 27.80 1.22 4.76 23.01 6.00 10.76 108.23
assets
Non-current
Liabilities
Borrowings (314.33) (509.81) (876.20) - (396.37) (484.68) (307.06) - (2,888.45)
Provisions (1.30) (3.82) (5.68) (2.10) (1.88) (1.83) (3.19) (5.24) (25.04)
Deferred tax (12.13) (140.79) (51.26) - (102.29) (68.70) (108.47) - (483.64)
liabilities ##
Other non- - (38.44) - - - - - - (38.44)
current liabilities
Current
liabilities
Borrowings (6.05) (31.47) (22.31) - (4.74) (10.97) (0.87) - (76.41)
Trade payables (24.30) (46.52) (80.66) (29.44) (24.31) (47.04) (30.18) (7.61) (290.06)
Other financial (4.87) (7.41) (11.10) (1.17) (3.72) (7.42) (3.46) (0.03) (39.18)
liabilities
Other current (5.40) (45.47) (10.27) (0.40) (10.62) (18.34) (5.12) (7.81) (103.43)
liabilities
Provisions (7.83) (37.72) (0.76) (0.14) (4.23) (26.86) - (1.17) (78.71)
Total net 94.16 1,572.58 1,091.66 (4.49) 724.63 109.42 872.98 (0.23) 4,460.71
identifiable
assets/
(liabilities)
acquired
* includes values of assets and liabilities in respect of Duet India Hotels (Navi Mumbai) Private Limited which is a
subsidiary of Duet India Hotels (Hyderabad) Private Limited.
# The above entities have carry forward business losses and unabsorbed depreciation as per Income Tax Act, 1961.
Deferred tax asset has been recognized to the extent of deferred tax liabilities.
## Deferred tax liabilities on fair value adjustments recognized in books on consolidation.
Measurement of fair values
The valuation techniques used for measuring the fair value of material assets acquired were as follows.
Property, plant and equipment and Right-of-use assets
Market approach and Cost Approach : In conducting the analyzis, the Group relied on the most appropriate approaches
dependent on the type of asset being valued and availability of information.
The Group has adopted combination of market and cost approach for valuation of the identified assets.
Market approach has been adopted to estimate the fair value of the land. However, for rest of the asset classes, the
Group has adopted cost approach to estimate its fair value.
Inventories
Market comparison technique: The fair value is determined based on the estimated selling price in the ordinary
course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the
effort required to complete and sell the inventories.
Trade receivables
The trade receivables comprise gross contractual amounts due of ` 204.84 of which ` 36.58 was expected to be
uncollectible at the date of acquisition.

386 ANNUAL REPORT 2023-24


FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

C. Goodwill
Goodwill arising from the acquisition has been determined as follows:
Particulars Duet India Duet India Duet Duet India Duet India Duet India Duet ACIC Total
Hotels Hotels India Hotels Hotels Hotels India Advisory
(Chennai) (Hyderabad) Hotels (Bangalore) (Ahmedabad) (Chennai Hotels Private
Private Private (Pune) Private Private OMR) (Jaipur) Limited
Limited Limited Private Limited Limited Private Private
Limited Limited Limited
Fair value of net 94.16 1,572.58 1,091.66 (4.49) 724.63 109.42 872.98 (0.23) 4,460.71
identifiable assets
Purchase 353.33 3,053.21 2,405.49 530.59 1,132.05 294.48 1,152.57 0.07 8,921.79
consideration
Goodwill 259.17 1,480.63 1,313.83 535.08 407.42 185.06 279.59 0.30 4,461.08
None of the goodwill recognized is expected to be deductible for tax purposes.
During the quarter ended March 31, 2024, the Group has reorganised its reporting structure by transfer of its restaurants
“JK2 Restaurant” and “Awadh 5 Restaurant” from Duet India Hotels (Bangalore) Private Limited to Duet India Hotels
(Hyderabad) Private Limited and Duet India Hotels (Pune) Private Limited respectively. Based on this, the Group has
reallocated the goodwill recognized in books at the relative fair values of the respective restaurants.
Particulars Duet India Duet India Duet Duet India Duet India Duet India Duet ACIC Total
Hotels Hotels India Hotels Hotels Hotels India Advisory
(Chennai) (Hyderabad) Hotels (Bangalore) (Ahmedabad) (Chennai Hotels Private
Private Private (Pune) Private Private OMR) (Jaipur) Limited
Limited Limited Private Limited Limited Private Private
Limited Limited Limited
Goodwill acquired 259.17 1,480.63 1,313.83 535.08 407.42 185.06 279.59 0.30 4,461.08
through Business
Combination
Reallocation during - 521.59 13.49 (535.08) - - - - -
the year
Goodwill as at 259.17 2,002.22 1,327.32 - 407.42 185.06 279.59 0.30 4,461.08
March 31, 2024

56. The Group has foreign currency payables of ` 127.66 towards management and license fee and incentives etc. which
are outstanding for more than one year as on March 31, 2024. As per Foreign Exchange Management Act, 1999 and
the applicable rules/regulations, in case of any foreign currency dues which are not remitted within the prescribed time,
approval from Reserve Bank of India (RBI) is required. In view of the management, the Group was unable to clear these
dues within the time stipulated under law due to financial difficulties encountered by the Hotel Industry on account of
COVID-19. Subsequent to March 2022, the Hotel Industry has witnessed significant improvement in its cash flows and
the Group has settled significant portion of its outstanding dues in the current year and intends to settle the balance dues
in the near future. Based on legal advice obtained, the Group is of the view that it will be in a position to get the necessary
approvals from RBI/ Authorized Dealer (AD) banker, if any, and will not result in imposition of any penalty which will be
material to these consolidated financial statements.

57. INITIAL PUBLIC OFFERING (IPO)


During the year ended March 31, 2024, the Holding 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 Holding Company were listed on National
Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on September 22, 2023. As per Prospectus dated 18
September 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 Holding Company and its subsidiaries
including payment of interest accrued thereon and for general corporate purposes.

SAMHI HOTELS LIMITED 387


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)

The Holding Company has estimated ` 671.22 as IPO related expenses and allocated such expenses between the Holding
Company ` 585.90 and selling shareholders ` 85.32. Such amounts were allocated based on agreement between the
Holding Company and selling shareholders and in proportion to the total proceeds of the IPO. Out of Holding Company’s
share of expenses, ` 564.80 has been adjusted to securities premium.
The Holding Company has received an amount of ` 11,414.10 (net of estimated IPO related expenses of ` 585.90) from
proceeds of fresh issue of equity shares. The utilization of the net IPO proceeds is summarised below:

S. Objects of the issue as per prospectus Net IPO Utilization Interest Unutilized Net
No. proceeds to of Net IPO income from IPO proceeds
be utilized proceeds up fixed deposit as on
as per to March 31, (C) March 31,
Prospectus 2024 (B) 2024
(A) (A-B+C)
1 Repayment/ prepayment/ redemption, of borrowings 9,000.00 9,000.00 - -
(including payment of interest accrued thereon)
2 General corporate purposes 2,414.10 2,394.85 30.42 49.67
Net proceeds 11,414.10 11,394.85 30.42 49.67
As at March 31, 2024, the unutilized Net IPO proceeds of ` 49.67 is in the Monitoring Account.
58. The Group in earlier years had availed custom duty exemptions under the Export Promotion Capital Goods Scheme
(EPCG) of Ministry of Commerce and Industry, Government of India. Under the Scheme, the Group was required to fulfil an
export obligation over a period of six to eight years from the date of availing the benefit. During FY 2020, the department
had revoked Fixed deposits amounting to ` 38.30 given as bank guarantee against duty saved by the Group as it did
not fulfil the required export obligation. The Group has received back ` 6.08 during the year ended March 31, 2021 and
the management believes that considering the export revenue earned by the Group is sufficient to discharge the export
obligations required to be fulfilled by the Group, it will recover back the balance amount of ` 32.22.
For the licenses, where the Group fulfils its export obligations after considering its foreign exchange earnings, it unwinds
deferred government grant revenue based on filing of application for Export Obligation Discharge Certificates (EODC).
During the year, the Group has filed application for EODCs amounting to ` 17.61 and accordingly has recognized an
income of ` 17.61 and is carrying a deferred government grant revenue of ` 26.87 as at reporting date.
Also considering the delays in filing requisite documents by the Group with the department and non receipt of EODCs, the
management considers it prudent to accrue interest on all utilized EPCG licenses against which the Group has not filed
applications and received EODCs from the department. Accordingly, the Group has further recorded an interest of ` 0.60
during the year and has recorded the same as provision for contingency of ` 29.96 as at reporting date. The Group expects
to settle these provisions within a period of one year.
The management is confident that no other liability will devolve upon the Group in this matter.

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

388 ANNUAL REPORT 2023-24

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