c36102be-d059-44fc-a4c5-5e7e0a71e650
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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
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.
Thanking You.
Yours faithfully,
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
https://samhi.co.in/?page_id=13635
INVESTOR INFORMATION
Market Capitalization (March 31, 2024) ` 46,092.67 million
CIN L55101DL2010PLC211816
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.
2011
Incorporated
31
Operating Hotels
4,801
Operating Rooms
13
Cities
8
Global Hotel Brands
3,238
Total Employees
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.
EBITDA Pre-ESOP and One-Time Expenses (` in million) EBITDA Pre-ESOP and One-Time Expenses Margins (%)
FY 2023 (3,386)
Q3 (744)
FY 2022 (4,433)
Q2 (880)
FY 2021 (4,777)
*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
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
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.
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)
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
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.
Fairfield by Marriott,
Chennai
Mahindra World
Centre (MWC)
136 13
Cities
4,801
Operating Rooms
Ahmedabad
(Gujarat)
Nashik
(Maharashtra)
Hyderabad (Telangana)
Goa
Chennai (Tamil Nadu)
Bengaluru (Karnataka)
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.
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
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
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
4
Pre-Function Areas
We refurbished these areas to
accommodate larger events and provide
a superior guest experience.
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
Pre-
After Renovation and Rebranding
Renovation
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%
0%
Hotel Portfolio
34%
Revenue from Food & Beverage Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24 Q4FY24
24%
Revenue from Food & Beverage Q1FY23 Q2FY23 Q3FY23 Q4FY23 Q1FY24 Q2FY24 Q3FY24 Q4FY24
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
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, 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
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.
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
FY 2024 10
FY 2023 11
FY 2022 5
FY 2021 4
FY 2020 15
FY 2024 59
FY 2023 60
FY 2022 24
FY 2021 10
FY 2020 40
FY 2024 41
FY 2023 40
FY 2022 76
FY 2021 90
FY 2020 60
Central
Command
Center
Opening
Soon
302 rooms, one
new market by Q3 FY
2025, with an annual
revenue potential of
₹ 250-300 million
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.
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
Bank of America
Krishan Dhawan
Oracle India
Non-
Independent
Accor
Chairman
Ashish Jakhanwala Interglobe Hotels Private Limited
MD & CEO
Pannel Kerr Forster Consultants Private Limited
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”
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:
(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.
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:
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
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.
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
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)
DIN 00534993
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
No. of Board meetings attended during 11 (out of total 11 board meetings held during the FY 2024)
the year
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
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
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)
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
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
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
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
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
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.
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;
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.
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.
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.
Sd/-
Ashish Jakhanwala
Chairman, Managing Director & CEO
C-4/4038, Vasant Kunj,
Date: August 02, 2024 New Delhi-110070
Place: Gurugram DIN: 03304345
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
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.
(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.
(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:
(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.
(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.
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;
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)
• 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.)
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:
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:
6. SENIOR MANAGEMENT
The details of Senior Management of the Company including the changes therein since the close of the previous financial
year:
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.
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
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
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
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
•
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
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.
Sd/-
Ashish Jakhanwala
Chairman, Managing Director & CEO
C-4/4038, Vasant Kunj,
New Delhi-110070
DIN: 03304345
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:
Sd/-
(F.C.S. Sharad Tyagi)
C.P. No. 6129
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.
Sd/-
Ashish Jakhanwala
Chairman, Managing Director & CEO
DIN: 03304345
Place: Gurugram
Date: August 02, 2024
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.
Sd/-
(F.C.S. Sharad Tyagi)
C.P. No. 6129
‘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)
Sd/-
(F.C.S. Sharad Tyagi)
C.P. No. 6129
(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.
To,
The Members,
Ascent Hotels Private Limited
B -7 Om Parshwanath Apartments,
Desai and ShethNagar,Sai Baba Nagar,
Borivali(W) Mumbai -400092
Sd/-
(F.C.S. Sharad Tyagi)
C.P. No. 6129
Date: Wednesday, May 15, 2024
Place: New Delhi
‘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
Sd/-
(F.C.S. Sharad Tyagi)
C.P. No. 6129
Date: Wednesday, May 15, 2024
Place: New Delhi
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
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.
(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.
‘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
(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:
(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.
To,
The Members,
SAMHI Hotels (Ahmedabad) Private Limited
Behind Ganesh Meridian Complex
S.G.Highway, Sola Road,Daskroi Ahmedabad Gujrat- 380060
CIN: U55101GJ2005PTC045397
Sd/-
(F.C.S. Sharad Tyagi)
C.P. No. 6129
Date: Wednesday, May 15, 2024
Place: New Delhi
(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)
‘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
Sd/-
(F.C.S. Sharad Tyagi)
C.P. No. 6129
Date: Wednesday, May 15, 2024
Place: New Delhi
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)
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
Sd/-
Ashish Jakhanwala
Chairman, Managing Director & CEO
C-4/4038, Vasant Kunj,
New Delhi-110070
DIN: 03304345
Date: August 02, 2024
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
Sd/-
Ashish Jakhanwala
Chairman, Managing Director & CEO
C-4/4038, Vasant Kunj,
New Delhi-110070
DIN: 03304345
Date: August 02, 2024
Place: Gurugram
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
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.
(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).
(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
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
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
(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Nil
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
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
Sd/-
Ashish Jakhanwala
Chairman, Managing Director & CEO
C-4/4038, Vasant Kunj,
Date: August 02, 2024 New Delhi-110070
Place: Gurugram DIN: 03304345
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
Sd/-
Ashish Jakhanwala
Chairman, Managing Director & CEO
C-4/4038, Vasant Kunj,
Date: August 02, 2024 New Delhi-110070
Place: Gurugram DIN: 03304345
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
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.
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
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.
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
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.
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
17 Products / Services sold by the entity (accounting for 90% of the entity’s Turnover):
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
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
IV. Employees1
20 Details as at the end of Financial Year:
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.
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.
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
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
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.
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
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
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
3
Operators have been referred to the Marriott, IHG, and Hyatt Portfolio
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
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)
4
*Mr. Schulhof has resigned w.e.f.27.06.24
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
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.
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
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:
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.
2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
Yes
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?
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.
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).
Not Available
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:
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
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)
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.
Return to work rate Retention rate Return to work rate Retention rate
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.
7 Membership of employees and worker in association(s) or Unions recognized by the listed entity:
Employees
Workers
Male
Total
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:
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
12 Describe the measures taken by the entity to ensure a safe and healthy work place.
• Corporate Safety guidelines and policies
• CCTV surveillance
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
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
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:
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
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;
2 List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group.
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.
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:
Employees
Workers
Permanent
Total Workers
2 Details of minimum wages paid to employees and workers, in the following format:
Male Female
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
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)
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
Sexual Harassment 7 0 0 0
Discrimination at workplace 0 0 0 0
Child Labour 0 0 0 0
Wages 0 0 0 0
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)
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
• 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.
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
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
3 Provide details of the following disclosures related to water, in the following format:
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
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.
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
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
• 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
• Reducing water consumption through modern low-flow faucets and shower heads
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
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
• 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
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:
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:
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
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
PRINCIPLE 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is
responsible and transparent
Essential Indicators
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.
Leadership Indicators
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
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
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
4 Percentage of input material (inputs to total inputs by value) sourced from suppliers:
FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)
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
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):
2 Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as
identified by government bodies:
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
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.
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.
2 Turnover of products and/ services as a percentage of turnover from all products/service that carry information
about:
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
Other 0 0 0 0
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
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.
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
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
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.
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.
REVENUE RECOGNITION
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
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
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
(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.
(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:
(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:
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.
(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
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.
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
The notes from Note 1 to Note 58 form an integral part of these standalone financial statements.
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.
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.
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.
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.
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;
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:
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.
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
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
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
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
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.
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.
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
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.
196
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)
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
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
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
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.
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 - - - -
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.
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
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.
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
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)
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.
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.
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
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.
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.”
Particulars Carrying amount Sanctioned Interest rate Repayment Terms Security details
as on amount (` charged per annum
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.
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.
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
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
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.
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
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.
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.
(b) Other related parties with whom transactions have taken during the current year / previous year:
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 -
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
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
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.
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.
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.
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
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.
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.
(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.
248
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.
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)
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
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.
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
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.
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
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.
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
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.
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
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:
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
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
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
(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
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
Rahul Nayar
Partner
Place: Gurugram Membership No.: 508605
Date: 29 May 2024 ICAI UDIN:24508605BKGUMS4059
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.
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
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
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
•
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.
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).
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.
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;
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.
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).
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
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
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.
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
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
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-
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
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
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
Freehold Buildings Plant and Leasehold Furniture Vehicles Computers Office Total Right Right Total Investment Capital
289
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)
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
6. INCOME TAX
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 -
F. Reconciliation of effective tax rate (tax expense and the accounting profit multiplied by Group’s domestic tax rate)
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
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.
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
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.
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.
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.
As at As at
March 31, 2024 March 31, 2023
Lease liabilities (Refer Note 48) 374.29 448.10
374.29 448.10
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.
As at As at
March 31, 2024 March 31, 2023
Security deposit received 1.75 40.99
1.75 40.99
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
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.
306
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)
307
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
308
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)
309
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)
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
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
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
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
318
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,
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).
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,
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
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,
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%
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,
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
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,
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
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,
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.
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,
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).
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,
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;
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,
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).
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,
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
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,
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.
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,
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/
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,
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.
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,
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.
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,
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.
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,
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
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,
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,
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,
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)
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,
355
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024 (Contd.)
(All amounts in ` mn, unless otherwise stated)
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%
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.
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.
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
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.
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 -
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)
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
367
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 -
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
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.
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:
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.
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.
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:
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.
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
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.
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.
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.