Samhi Hotels Ltd Auditor Reports

<dhhead>Independent Auditors Report</dhhead>

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 2025, 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 2025, and its
profit and other comprehensive loss, 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 53(a) to the standalone financial statements

The key audit matter	How the matter was addressed in our audit
As at 31 March 2025, the carrying value of property, plant	Our audit procedures included:
and equipment, right of use assets and other intangible assets amounts to Rs. 2,250.37 million (net of impairment loss of Rs. 63.43 million).	• Tested the design, implementation, and operating effectiveness of key controls over the impairment assessment process.
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.	• 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.
	• 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.
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.
	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.

The key audit matter	How the matter was addressed in our audit
Consequent to such impairment assessment, the Company has recorded an impairment reversal of Rs. 54.42 million against such assets in the current year.	c. Assessed the reliability of cash flow forecasts through a retrospective review of actual performance in comparison to budgets.
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.	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.
	• Evaluated the adequacy of the disclosures made in the standalone financial statements in accordance with the applicable accounting standards.

IMPAIRMENT ASSESSMENT OF INVESTMENT IN SUBSIDIARIES
See Note 53(b) to the standalone financial statements

The key audit matter	How the matter was addressed in our audit
In accordance with the requirements of Ind AS 36 "Impairment of Assets", the Company performs an impairment assessment of its investment in subsidiaries. Further, the Company also periodically assesses whether there are any impairment reversals. As at 31 March 2025, the net value of investment in subsidiaries is Rs. 28,822.32 million (net of impairment loss of Rs. 3,405.65 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 investment 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.
Consequent to such impairment assessment, the Company has recorded a net impairment reversal of Rs. 613.31 million against such investments in the current year.
	b. Evaluated the key market related assumptions such as discount rate and exit multiple with assistance of our internal valuation specialist.
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.	We also performed sensitivity analysis over these assumptions.
	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.
	• Evaluated the adequacy of the disclosures made in the standalone financial statements in accordance with the applicable accounting standards.

REVENUE RECOGNITION

See Note 28 to the standalone financial statements

The key audit matter	How the matter was addressed in our audit
The Company is principally engaged in the business of owning and operating hotels. Its revenue comprises hotel revenue (including room revenue, food and beverage revenue and revenue from recreation and other services).	Our audit procedures included:
	• Tested the design, implementation and operating effectiveness of the key controls of the revenue recognition process.
The accounting policies for different revenue streams are set out in Note 2.11 to the standalone financial statements.	• 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.
Considering the above, we have identified revenue recognition as a key audit matter.
	• Tested the journal entries relating to revenue recognised during the year based on specified risk-based criteria, to identify unusual or irregular items.
	• Evaluated the adequacy of disclosures relating to the revenue recognition made in the standalone financial statements in accordance with the applicable accounting standards.

OTHER INFORMATION

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.

When we read the annual report, if we conclude that there
is a material misstatement therein, we are required to
communicate the matter to those charged with governance
and take necessary actions, as applicable under the relevant
laws and regulations.

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 and other comprehensive loss, 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.

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 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 07 April 2025
and 10 April 2025 taken on record by the
Board of Directors, none of the directors is
disqualified as on 31 March 2025 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 2025 on its

financial position in its standalone financial
statements - Refer Note 37 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, other than as disclosed
in the Note 49(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
49(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 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 maintaining its
books of account, which have feature of
recording audit trail (edit log) facility and
the same has operated throughout the year
for all relevant transactions recorded in the
respective accounting 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 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. In the absence of an independent
auditors report from 1 January 2025 to
31 March 2025 in relation to controls at
a service organisation for an accounting
software used for maintaining the
books of account relating to payroll,
which is operated by a third party
software service provider, we are unable
to comment whether audit trail feature
for the said software was enabled
and operated from 1 January 2025 to
31 March 2025 for all relevant
transactions recorded in the software.

iii. 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
for the period from 1 April 2024 to 6
September 2024.

iv. 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.

v. 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.

Further, for the accounting softwares for
which audit trail feature is enabled and
operated effectively, we did not come across
any instance of audit trail feature being
tampered with during the course of our audit.
Additionally, the audit trail has preserved
by the Company as per the statutory
requirements for record retention except
for the period where the audit trail was not
enabled or operating effectively.

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

I n 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.

Annexure A to the Independent Auditors Report on the Standalone Financial Statements of

SAMHI Hotels Limited for the year ended 31 March 2025

(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:

Relevant item in the balance sheet	Description 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 the name of the Company
Property, plant and equipment -Freehold land	4th Block, Municipal No.1/2, 59th ‘CCross, 4th ‘M Block, Rajajinagar, Bangalore	548.00	SAMHI Hotels Private Limited	No	April 2012	Refer Note 50 to the standalone financial statements
Property, plant and equipment -Freehold land	S.Nos.153/5, 153/6, 153/7 and 153/8, Mambakka Village, Sriperumbudur Taluk, Kanchipuram district, Chennai	235.10	SAMHI Hotels Private Limited	No	November 2011	Refer Note 50 to the standalone financial statements
Right of use assets (Land)	District center crossing, outer ring road, opposite Galaxy Toyota Haiderpur, Shalimar Bagh, New Delhi 110088	322.13	Premier Inn India Private Limited	No	February 2011	IGHT>Refer Note 50 to the standalone financial statements.

The original title deeds are under lien with banks for the loan facilities availed by the Company. We have obtained
independent confirmation from banks.

(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 secured loans or advances in nature of loans to companies, firms, limited
liability partnerships or any other parties during the year. The Company has made investments, provided guarantee and
security and has granted unsecured loans to companies during the year in respect of which the requisite information is as
below. Further, the Company has not provided any security or guarantee, made investments and granted any unsecured
loans 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*	4,304.89	12,244.10	5,811.76#
Balance out standing as at balance sheet date
- Subsidiaries*	8,016.28	18,914.10	11,915.24#
- Others	-	-	52.30
(key managerial personnel)

*As per the Companies Act, 2013

** Represents nominal amount as on 31 March 2025.

# Includes amount given during the year amounting to Rs. 472.68 million and balance outstanding as at 31st March 2025 amounting
to Rs. 10,949.21 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. 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. Further, the Company has
not given any advance in the nature of loan to any party during the year.

(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 of interest free loans
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	Amount as on 31 March 2025 (Rs. in Million)	Remarks
Paulmech Hospitality Private Limited	216.50	There is no stipulation of schedule of repayment of principal.
Argon Hotels Private Limited*	1,296.27	There is no stipulation of schedule of repayment of principal.
Duet India Hotels (Chennai) Private Limited	3.00	There is no stipulation of schedule of repayment of principal.
Duet India Hotels (Hyderabad) Private Limited	448.58	There is no stipulation of schedule of repayment of principal.
Name of the entity	Amount as on 31 March 2025 (Rs. in Million)	Remarks
Duet India Hotels (Jaipur) Private Limited	6.05	There is no stipulation of schedule of repayment of principal.
SAMHI Hotels (Gurgaon)Private Limited*	551.17	There is no stipulation of schedule of repayment of principal.
CASPIA Hotels Private Limited*	2,494.57	There is no stipulation of schedule of repayment of principal.
Ascent Hotels Private Limited	3,541.86	There is no stipulation of schedule of repayment of principal.
Barque Hotels Private Limited*	3,210.22	There is no stipulation of schedule of repayment of principal.
ACIC Advisory Private Limited	54.78	There is no stipulation of schedule of repayment of principal.
Samhi Hotels (Ahmedabad) Private Limited*	92.25	There is no stipulation of schedule of repayment of principal.

* Represents nominal amount as on 31 March 2025.

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

(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. 11,915.24 million (balance as at 31 March 2025)
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	Amount as on 31 March 2025 (Rs. in Million)	Remarks
Paulmech Hospitality Private Limited	216.50	There is no stipulation of schedule of repayment of principal.
Argon Hotels Private Limited*	1,296.27	There is no stipulation of schedule of repayment of principal.
Duet India Hotels (Chennai) Private Limited	3.00	There is no stipulation of schedule of repayment of principal.
Duet India Hotels (Hyderabad) Private Limited	448.58	There is no stipulation of schedule of repayment of principal.
Duet India Hotels (Jaipur) PrivateLimited	6.05	There is no stipulation of schedule of repayment of principal.
SAMHI Hotels (Gurgaon)Private Limited *	551.17	There is no stipulation of schedule of repayment of principal.
CASPIA Hotels Private Limited *	2,494.57	There is no stipulation of schedule of repayment of principal.
Ascent Hotels Private Limited	3,541.86	There is no stipulation of schedule of repayment of principal.
Barque Hotels Private Limited *	3,210.22	There is no stipulation of schedule of repayment of principal.
ACIC Advisory Private Limited	54.78	There is no stipulation of schedule of repayment of principal.
Samhi Hotels (Ahmedabad) Private Limited *	92.25	There is no stipulation of schedule of repayment of principal.

* Represents nominal amount as on 31 March 2025.

(e) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, there is no loan or advance in the nature of loan granted falling due during the year, which has been
renewed or extended or fresh loans granted to settle the overdues of existing loans given to same parties.

(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)	4,973.08
- Agreement does not specify any terms or period of repayment (B)	472.68
Total(A+B)	5,445.76
Percentage of loans to the total loans	45.70%

(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 and 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, the undisputed statutory dues including Value Added Tax, Provident Fund, Employees State
Insurance, Goods and Services tax (GST), Income-Tax, Cess or other statutory dues have generally been regularly
deposited with the appropriate authorities, though there has been a slight delay in one case of deposit of Value Added
Tax, Provident Fund and Income-Tax.

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 2025 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 Funds And Miscellaneous Provisions Act, 1952	Provident fund (Additional liability due to Supreme Court Judgement)	0.14	March 2019	15 April 2019	Not yet paid

(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 disputeis 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
standalone financial statements 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 not taken any
funds from any entity or person on account of
or to meet the obligations of its subsidiaries as
defined under the Act.

(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
way of initial public offer by the Company during
the previous year which was unutilised as on 01
April 2024 have been utilized for the purposes for
which they were raised during the year. During the
year, the Company has not raised money by way of
initial public offer or further public offer. Also, refer
Note 51 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, the Company has
not made any preferential allotment or private
placement of shares or fully or partly convertible
debentures during the year. Accordingly, clause
3(x)(b) of the Order is not applicable.

(xi) (a) During the course of our 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 year.

(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.

(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 186
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 providec

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) We have considered the internal audit reports ol
the Company issued till date for the period under
audit.

(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. 189.84
million in the current financial year and Rs. 1,177.47
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) According to the information and explanations given to
us and 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.

(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.

Annexure B to the Independent Auditors Report on the standalone financial statements of SAMHI
Hotels Limited for the year ended 31 March 2025

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)

OPINION

We have audited the internal financial controls with reference
to financial statements of SAMHI Hotels Limited ("the
Company") as of 31 March 2025 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, in all material respects,
adequate internal financial controls with reference to
financial statements and such internal financial controls
were operating effectively as at 31 March 2025, 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").

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.

We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
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 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
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 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

Membership No.: 508605

ICAI UDIN:25508605BMOLMK9799

Place: Gurugram

Date: 29 May 2025

CIN L55101DL2010PLC211816