Samhi Hotels Ltd Auditor Reports

To the Members of SAMHI Hotels Limited

Report on the Audit of the Standalone Financial Statements

OPINION

We have audited the standalone financial statements of SAMHI Hotels Limited (the "Company") which comprise the standalone balance sheet as at 31 March 2024, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its loss and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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

See Note 56(a) to the standalone financial statements

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

IMPAIRMENT ASSESSMENT OF INVESTMENTS IN SUBSIDIARIES

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

REVENUE RECOGNITION

 

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

OTHER INFORMATION

The Companys Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companys annual report, but does not include the financial statements and auditors report thereon. The Companys annual report is expected to be made available to us after the date of this auditors report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

MANAGEMENTS AND BOARD OF DIRECTORS RESPONSIBILITIES FOR THE STANDALONE FINANCIAL STATEMENTS

The Companys Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs,

profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Companys financial reporting process.

INDEPENDENT AUDITORS REPORT (Contd.)

AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)

(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the

audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2 A. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except for the following:

(i) the back-up of accounting softwares used for maintaining general ledger, food and beverage revenue records, payroll records and procure to pay records which forms part of the ‘books of account and other relevant

books and papers in electronic mode have not been kept on servers physically located in India on a daily basis.

(ii) the back-up of one of the accounting software used for maintaining general ledger which forms part of the ‘books of account and other relevant books and papers in electronic mode has not been kept on server physically located in India on a daily basis during 1 April 2023 till 29 June 2023; and

(iii) for the matters stated in the paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

c. The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 15 April 2024 to 19 April 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164(2) of the Act.

f. the qualifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2A(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

g. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

B. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations as at 31 March 2024 on its financial position in its standalone financial statements

- Refer Note 37(b) to the standalone financial

statements.

b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

d. (i) The management has represented that, to the best of their knowledge and belief, as disclosed in the Note 50(v) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that, to the best of their knowledge and belief, as disclosed in the Note 50(vi) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub- clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.

e. The Company has neither declared nor paid any dividend during the year.

f. Based on our examination which included test checks, except for the instances mentioned below, the Company has used accounting softwares for

INDEPENDENT AUDITORS REPORT (Contd.)

maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective softwares:

i. In the absence of sufficient and appropriate reporting on compliance with the audit trail requirements in the respective independent auditors reports of service organisations available for part of the year and in the absence of the independent auditors reports of service organisations for the balance period, for accounting softwares used for maintaining the books of account relating to general ledger, food and beverage revenue, payroll and procure to pay process, which are operated by third-party software service providers, we are unable to comment whether audit trail feature for the said softwares was enabled and operated throughout the year 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 accounting software used for maintaining the books of account relating to revenue process.

iii. The feature of recording audit trail (edit log) facility was not enabled for the accounting software used for maintaining the books of account relating to general ledger.

Further, for the periods where audit trail (edit log) facility was enabled and operated for the respective accounting softwares, we did not come across any instance of the audit trail feature being tampered with except that in case of one of the accounting software used for maintaining general ledger, due to limitations in the system configuration, we are unable to comment whether there were any instances of the audit trail feature being tampered with.

C. With respect to the matter to be included in the Auditors Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants

Firms Registration No.:101248W/W-100022

Rahul Nayar

Partner

Place: Gurugram Membership No.: 508605 Date: 29 May 2024 ICAI UDIN:24508605BKGUMR903

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

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(i) (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has a regular programme of physical verification of its Property, Plant and Equipment by which all property, plant and equipment are verified in a phased manner over a period of 3 years. In accordance with this programme, certain property, plant and equipment were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such verification. (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable property disclosed in the standalone financial statements are not held in the name of the Company, details of which are as follows: Relevent item in the balance sheet	Descripti on of property	Gross carrying value (Rs. in million)	Held in the name of	Whether promoter, director or their relative or employee	Period held- indicate range, where appropriate	Reason for not being held in thename of the Company
Property, plantand equipment -Freehold land	4th Block, Municipal No.1/2, 59th ‘C Cross, 4th ‘M Block, Rajajinagar, Bangalore.	548.00	SAMHI Hotels Private Limited	No	April 2012	Refer Note 51 to the standalone financial statements
Property, plant and equipment -Freehold land	S.Nos. 153/5, 153/6, 153/7 and 153/8, Mambakkam Village, Sriperumbudur Taluk, Kanchipur amdistrict, Chennai	235.10	SAMHI Hotels Private Limited	No	November 2011	Refer Note 51 to the standalone financial statements
Right of use assets (Land)	District center crossing, outer ring road, opposite Galaxy Toyota Haiderpur, Shalimar Bagh, New Delhi 110 088	322.13	Premier Inn India Private Limited	No	February 2011	Refer Note 51 to the standalone financial statements

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.

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

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from bank on the basis of security of current assets. As informed to us and as per the terms of sanction letter of such limits, there is no requirement on the company to submit quarterly returns or statement with such bank.

(iii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not granted any advances in nature of loans to companies, firms, limited liability partnerships or any other parties during the year. The Company has provided security, guarantee, made investments and has granted unsecured loans to companies and key managerial personnel during the year in respect of which the requisite information is as below. The Company has not provided any security or guarantee, made investments and granted any loans, secured or unsecured, to firms, limited liablity partnerships or other parties during the year.

(a) Based on the audit procedures carried on by us and as per the information and explanations given to us the Company

has provided loans, guarantee, securities to entities as below:

Particulars	Security (Rs. in million)	Guarantee (Rs. in million)	Loans (Rs. in million)
Aggregate amount during the year
Subsidiaries	1,876.00	6,070.00	7,237.73#
Others (key managerial personnel)	-	-	20.56
Balance outstanding as at balance sheet date
Subsidiaries	5,587.39	10,470.00	12,092.14
Others (key managerial personnel and other employees)	-	-	67.02

*As per the Companies Act, 2013

# includes Rs. 6,278.73 million disclosed as deemed investment in the standalone financial statements.

(b) According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion the investments made, guarantees provided, security given during the year and the terms and conditions of the grant of loans and guarantees provided during the year are, prima facie, not prejudicial to the interest of the Company. Further, the Company has not given any advance in the nature of loan to any party during the year. Interest free loans granted, securities given and guarantees provided are only to protect its investments in subsidiary companies and accordingly are not prejudicial to the interest of the Company. (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of loans given, in our opinion the repayment of principal and payment of interest has been stipulated and the repayments or receipts have been regular except for the following cases where there is no stipulation of schedule of repayment of principal and accordingly we are unable to comment on the regularity of repayment of principal. Name of the entity	Nominal amount as on 31 March 2024 (Rs. in Million)	Remarks
SAMHI Hotels (Gurgaon) Private Limited	591.67	There is no stipulation of schedule of repayment of principal.
CASPIA Hotels Private Limited	3,132.47	There is no stipulation of schedule of repayment of principal.
Ascent Hotels Private Limited	4,106.46	There is no stipulation of schedule of repayment of principal.
Barque Hotels Private Limited	3,189.82	There is no stipulation of schedule of repayment of principal.
Argon Hotels Private Limited	1,067.97	There is no stipulation of schedule of repayment of principal.
Samhi Hotels (Ahmedabad) Private Limited	3.75	There is no stipulation of schedule of repayment of principal.

Further, the Company has not given any advances in the nature of loan to any party during the year.

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

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in case of interest free loans granted amounting to Rs. 12,092.14 million (balance as at 31 March 2024) to various subsidiaries (details provided below), the schedule for repayment of principal has not been stipulated and accordingly we are unable to comment on the amount overdue for more than ninety days. Name of the entity		Nominal amount as on 31 March 2024 (Rs. in Million)		Remarks
SAMHI Hotels (Gurgaon) Private Limited		591.67		There is no stipulation of repayment of principal.
CASPIA Hotels Private Limited		3,132.47		There is no stipulation of repayment of principal.
Ascent Hotels Private Limited		4,106.46		There is no stipulation of repayment of principal.
Barque Hotels Private Limited		3,189.82		There is no stipulation of repayment of principal.
Argon Hotels Private Limited		1,067.97		There is no stipulation of repayment of principal.
Samhi Hotels (Ahmedabad) Private Limited		3.75		There is no stipulation of repayment of principal.
(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion, following instances of loans falling due during the year were renewed or extended or fresh loans granted to settle the overdues of existing loans given to same party: Name of the party	Aggregate amount of loans or advances in the nature of loan granted during the year (Rs. in million)		Aggregate overdue amount settled by renewal or extension or by fresh loans granted to same parties (Rs. in million)		Percentage of the aggregate to the total loans or advances in the nature of loans granted during the year
Mr. Ashish Jakhanwala (Chairman, Managing Director and CEO)	20.56		20.56		100%
(f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion the Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment except for the following loans to its related parties as defined in Clause (76) of Section 2 of the Companies Act, 2013 ("the Act"):. Particulars						Related Parties (Rs. in million)
Aggregate of loans
- Repayable on demand (A)						Nil
- Agreement does not specify any terms or period of repayment (B)						6,278.73
Total (A+B)						6,278.73
Percentage of loans to the total loans						51.92%

(iv) According to the information and explanations given to us and on the basis of our examination of records of the Company, in respect of investments made and loans, guarantees and security given by the Company, in our opinion the provisions of Section 185 and 186 of the Companies Act, 2013 ("the Act") have been complied with to the extent applicable.

(v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Accordingly, clause 3(v) of the Order is not applicable.

(vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act for the services rendered by the company. Accordingly, clause 3(vi) of the Order is not applicable.

(vii) (a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax during the year since effective 1 July 2017, these statutory dues has been subsumed into GST.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Value Added Tax, Provident Fund, Employees State Insurance, Goods and Service tax, Income-Tax, Cess or other statutory dues have generally been regularly deposited with the appropriate authorities, though there

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

have been slight delays in a few cases of Goods and Service tax and Employees State Insuarance. Further, in respect of tax deducted at source, the Company has been irregular in depositing the sum due throughout the year and the amount involved is Rs. 31.40 million.

As explained to us, the Company did not have any dues on account of Duty of Customs.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Value Added Tax, or Cess or other statutory dues were in arrears as at 31 March 2024 for a period of more than six months from the date they became payable, except as mentioned below:

Name of the statute	Nature of the statutory dues	Amount (Rs. in Million)	Period to which the amount relates	Due date	Date of payment
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 (Rs. in Million)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act,1961	Addition to the taxable income	18.13	FY 2015-16	Commissioner 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.

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

(e) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, we report that the Company has taken funds from following entities and persons on account of or to meet the obligations of its subsidiaries (as defined under the Act) as per details below: Nature of fund taken	Name of lender	Amount involved (Rs. in million)	Name of the relevant subsidiary	Relationship	Nature of transaction for which funds utilised #
Proceeds from intial public offer	Not applicable	169.00	Argon Hotels Private Limited	Subsidiary	Funds have been utlised for pre-payment/ repayment of certain borrowings.
Proceeds from intial public offer	Not applicable	2,364.09	Ascent Hotels Private Limited	Subsidiary
Term loan	STCI Finance Limited	137.49	Ascent Hotels Private Limited	Subsidiary
Term loan	STCI Finance Limited	25.50	SAMHI Hotels (Ahmedabad) Private Limited	Subsidiary
Proceeds from intial public offer	Not applicable	713.00	Barque Hotels Private Limited	Subsidiary
Proceeds from intial public offer	Not applicable	780.70	CASPIA Hotels Private Limited	Subsidiary
Proceeds from intial public offer	Not applicable	82.13	SAMHI Hotels (Ahmedabad) Private Limited	Subsidiary
Proceeds from intial public offer	Not applicable	278.00	SAMHI Hotels (Gurgaon) Private Limited	Subsidiary

# 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.

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

(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with Section 177 and 188 of the Act, where applicable, and the details of the related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

(xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(b) The internal audit of the Company for the period under audit is currently under progress. Hence, the internal audit reports could not be considered by us.

(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence, provisions of Section 192 of the Act are not applicable to the Company.

(xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) of the Order is not applicable.

(b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)

(c) of the Order is not applicable.

(d) The Company is not part of any group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016 as amended). Accordingly, the requirements of clause 3(xvi)(d) are not applicable.

(xvii) The Company has incurred cash losses of Rs. 1,177.47 million in the current financial year and Rs. 756.91 million in the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order

is not applicable.

(xix) We draw attention to Note 48 to the standalone financial statements which explains that the Company has incurred losses in current year and previous year and has accumulated losses as at 31 March 2024.

Further, it explains the managements assessment of going concern assumption and its assertion that based on best estimates made by it, the Company will continue as a going concern i.e. continue its operations and will be able to discharge its liabilities and realise its assets, for the foreseeable future.

On the basis of the above and according to the information and explanations given to us, on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

Also refer to the Other Information paragraph of our main audit report which explains that the other information comprising the information included in annual report is expected to be made available to us after the date of this auditors report.

(xx) The requirements as stipulated by the provisions of Section 135 are not applicable to the Company. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

For B S R & Co. LLP

Chartered Accountants

Firms Registration No.:101248W/W-100022

Rahul Nayar

Partner

Place: Gurugram Membership No.: 508605 Date: 29 May 2024 ICAI UDIN:24508605BKGUMR903

ANNEXURE B to the Independent Auditors Report on the standalone financial statements of SAMHI Hotels

Limited for the year ended 31 March 2024

REPORT ON THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE AFORESAID STANDALONE FINANCIAL STATEMENTS UNDER CLAUSE (I) OF SUB- SECTION 3 OF SECTION 143 OF THE ACT

(Referred to in paragraph 2(A)(g) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

QUALIFIED OPINION

We have audited the internal financial controls with reference to financial statements of SAMHI Hotels Limited ("the Company") as of 31 March 2024 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

In our opinion, the Company has maintained, in all material respects, adequate internal financial controls with reference to standalone financial statements as at 31 March 2024, based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the "Guidance Note") and except for the possible effects of the material weakness described in "Basis for Qualified Opinion" section of our report below, on the achievement of the objectives of the control criteria, the Companys internal financial controls with reference to financial statements were operating effectively as of 31 March 2024.

We have considered the material weakness identified and reported below in determining the nature, timing, and extent of audit tests applied in our audit of 31 March 2024 standalone financial statements of the Company, and the material weakness do not affect our opinion on the standalone financial statements of the Company.

BASIS FOR QUALIFIED OPINION

According to the information and explanations given to us and based on our audit, the following material weakness has been identified in the operating effectiveness of the Companys internal controls with reference to financial statements as at 31 March 2024:

The Companys internal financial controls with reference to financial statements in respect of General Information Technology Controls (GITCs) and automated Information Technology Application Controls over the Companys Opera application software were not operating effectively as at 31 March 2024. This could potentially result in understatement / overstatement of revenue from operations in the Companys standalone financial statements.

A ‘material weakness is a deficiency, or a combination of deficiencies, in internal financial control with reference to financial statements, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.

MANAGEMENTS AND BOARD OF DIRECTORS RESPONSIBILITIES FOR INTERNAL FINANCIAL CONTROLS

The Companys Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

AUDITORS RESPONSIBILITY

Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT ON THE STANDALONE FINANCIAL STATEMENTS OF SAMHI HOTELS LIMITED FOR THE YEAR ENDED 31 MARCH 2024 (Contd.)

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion on the Companys internal financial controls with reference to financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

A companys internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition,

use, or disposition of the companys assets that could have a material effect on the standalone financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For B S R & Co. LLP

Chartered Accountants

Firms Registration No.:101248W/W-100022

Rahul Nayar

Partner

Place: Gurugram Membership No.: 508605 Date: 29 May 2024 ICAI UDIN:24508605BKGUMR903