(m) Provisions, Contingent Liabilities and Contingent Assets:
Provisions are recognized, when there is a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and when a reliable estimate of the amount of the obligation can be made. If the effect of the time value of money is material, the provision is discounted using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation and the unwinding of the discount is recognised as interest expense.
Contingent liabilities are disclosed only when there is a possible obligation arising from past events, due to occurrence or non-occurrence of one or more uncertain future events, not wholly within the control of the Company, or where any present obligation cannot be measured in terms of future outflow of resources, or where a reliable estimate of the obligation cannot be made. Obligations are assessed on an ongoing basis and only those having a largely probable outflow of resources are provided for.
Contingent assets are disclosed in the Financial Statements by way of notes to accounts when an inflow of economic benefits is probable.
Provisions, contingent assets and contingent liabilities are reviewed at each balance sheet date.
(n) Borrowing Costs:
General and specific borrowing costs directly attributable to the acquisition or construction of qualifying assets that necessarily takes a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Borrowing costs consist of interest and other costs that the company incurs in connection with the borrowing of funds.
Interest income earned on temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization. Borrowing costs that are not directly attributable to a qualifying asset are recognised in the Statement of Profit or Loss using the effective interest method.
(o) Cash Flow Statement:
Cash flows are reported using the indirect method, whereby profit/ (loss) before tax is adjusted for the effects of transactions of non cash nature and any deferrals or accruals of past or future cash receipts or payments.
(p) Exceptional items
Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Company. These are material items of income or expense that have to be shown separately due to their nature or incidence.
(q) Financial Instruments:
(I) Financial assets
Initial recognition and measurement
Financial assets are recognised when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. The Company determines the classification of its financial assets at initial recognition.
When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at
fair value through profit or loss directly attributable transaction costs. Transaction costs of financial assets carried at fair value through profit or loss are expensed in the Statement of Profit and Loss. However, trade receivables that do not contain a significant financing component are measured at transaction price.
Classification
• Cash and Cash Equivalents- Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
• Debt Instruments- The Company classifies its debt instruments as subsequently measured at amortised cost, fair value through Other Comprehensive Income or fair value through profit or loss based on its business model for managing the financial assets and the contractual cash flow characteristics of the financial asset.
(i) Financial assets at amortised cost
Financial assets are subsequently measured at amortised cost if these financial assets are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest. Interest income from these financial assets is included as a part of the Company's income in the Statement of Profit and Loss using the effective interest rate method.
(ii) Financial assets at fair value through Other Comprehensive Income (FVOCI)
Financial assets are subsequently measured at fair value through Other Comprehensive Income if these financial assets are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest. Movements in the carrying value are taken through Other Comprehensive Income, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains or losses which are recognised in the Statement of Profit and Loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in Other Comprehensive Income is reclassified from Other Comprehensive Income to the Statement of Profit and Loss. Interest income on such financial assets is included as a part of the Company’s income in the Statement of Profit and Loss using the effective interest rate method.
(iii) Financial assets at fair value through profit or loss (FVTPL)
Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit or loss. A gain or loss on such debt instrument that is subsequently measured at FVTPL and is not part of a hedging relationship as well as interest income is recognised in the Statement of Profit and Loss.
• Equity Instruments - The Company subsequently measures all equity investments (other than the investment in subsidiaries, joint ventures and associates which are measured at cost) at fair value. Where the Company has elected to present fair value gains and losses on equity investments in Other Comprehensive Income ("FVOCI"), there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments are recognised in the Statement of Profit and Loss as other income when the Company’s right to receive payment is established.
The Company has made an irrevocable election to present in Other Comprehensive Income subsequent changes in the fair value of equity investments that are not held for trading.
When the equity investment is derecognised, the cumulative gain or loss previously recognised in Other Comprehensive Income is reclassified from Other Comprehensive Income to the Retained Earnings directly.
Interest
Interest income is accrued on a time proportion basis using the effective interest rate method.
Dividend
Dividend income is recognised when the Company's right to receive the amount is established.
De-recognition
A financial asset is derecognised only when the Company has transferred the rights to receive cash flows from the financial asset. Where the Company has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the Company has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised. Where the Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.
(II) Financial liabilities
Initial recognition and measurement
Financial liabilities are recognised when, and only when, the Company becomes a party to the contractual provisions of the financial instrument. The Company determines the classification of its financial liabilities at initial recognition.
All financial liabilities are recognised initially at fair value, plus, in the case of financial liabilities not at fair value, through profit or loss directly attributable transaction costs.
Subsequent measurement
After initial recognition, financial liabilities that are not carried at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in the Statement of Profit and Loss when the liabilities are derecognised, and through the amortisation process.
De-recognition
A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.
(III) Impairment of financial assets
The Company assesses, at each reporting date, whether a financial asset or a group of financial assets is impaired. Ind AS 109 on Financial Instruments, requires expected credit losses to be measured through a loss allowance. For trade receivables only, the Company recognises expected lifetime losses using the simplified approach permitted by Ind AS 109, from initial recognition of the receivables. For other financial assets (not being equity instruments or debt instruments measured subsequently at FVTPL) the expected credit losses are measured at the 12 month expected credit losses or an amount equal to the lifetime expected credit losses if there has been a significant increase in credit risk since initial recognition.
(r) Recent accounting pronouncements
(i) New and amended standards adopted by the Company:
The Company has applied the following amendments for the first time for their annual reporting period commencing April 1, 2025:
Ind AS 21 - The Effects of Changes in Foreign Exchange Rates
In May 2025, the Ministry of Corporate Affairs (MCA) notified amendments to Ind AS 21 - The Effects of Changes in Foreign Exchange Rates, applicable for annual periods beginning on or after April 1, 2025. The amendment introduces a new framework for assessing whether a currency is exchangeable into another currency and provides guidance when exchange ability is lacking.
The Company has reviewed the amendment and based on its evaluation has determined that it does not have any significant impact in its financial statements.
In August 2025, the MCA notified the following amendments:
• Ind AS 1 - Presentation of Financial Statements (applicable w.e.f. April 1, 2025)
The amendment relates to classification of liabilities as current or non-current and non-current liabilities with covenants. In the context of classifying a liability as current, it removes the requirement of existence of a right to defer settlement for at least 12 months after the reporting date and instead requires that the said right should exist on the reporting date and have substance. The amendment also introduces guidance on classification of liabilities with covenants.
Based on the Company's assessment, the Company has no impact of these amendments in its classification criteria of current and non-current liabilities.
• Ind AS 7 - Statement of Cash Flows and Ind AS 107 - Financial Instruments: Disclosures (applicable w.e.f. April 1, 2025)
The amendment in Ind AS 7 requires to inform users of financial statements of the existence of supplier finance arrangements and explain the nature of the arrangements, the carrying amount of liabilities and the range of payment due dates. Ind AS 107 has been amended to add supplier finance arrangements as a factor that may cause concentration of liquidity risk.
The Company has reviewed the amendment and based on its evaluation has determined that it does not have any significant impact in its financial statements.
• Ind AS 12 - International Tax Reform - Pillar Two Model Rules (applicable immediately)
The amendments provide a temporary mandatory relief from deferred tax accounting for top-up tax and disclose that they have applied the relief. This relief is immediate and applies retrospectively.
(ii) New Standards/Amendments notified but not yet effective:
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the year ended March 31, 2026, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.
Table 2: Fair value hierarchy
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels:
(a) Level 1 - Level 1 hierarchy includes financial instruments measured using quoted prices in an active market. This includes
listed equity instrument, traded debentures and mutual funds that have quoted price/declared NAV. The fair value of all equity instruments (including debentures) which are traded in the stock exchanges is valued using the closing price as at the reporting period.
(b) Level 2 - Level 2 hierarchy includes financial instruments that are not traded in an active market (for example, traded bonds/
debentures, over the counter derivatives). The fair value in this hierarchy is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
(c) Level 3 - If one or more of the significant inputs is not based on observable market data, the instrument is included in
level 3. Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. Financial instruments such as unlisted equity shares, loans are included in this hierarchy.
Footnote : Description of nature and purpose of each reserve
Securities Premium: Securities premium represents the premium charged to the shareholders at the time of issuance of equity shares. The securities premium can be utilised based on the relevant requirements of the Companies Act, 2013.
General Reserve: General reserve was created from time to time by way of transfer of profits from retained earnings for appropriation purposes based on the provisions of the Companies Act prior to its amendment.
Equity Instruments through Other Comprehensive Income: This represents the cumulative gains and losses arising on the revaluation of investments in equity instruments measured at fair value through other comprehensive income (net of taxes), under an irrevocable option, net of amounts reclassified to retained earnings when such investments are disposed off.
Footnotes
(i) On account of income tax matters in dispute
The appeals mainly relate to part/full disallowance of certain deductions claimed by the Company. The said amounts have been paid/pending adjustment and will be recovered as refund if the matters are decided in favour of the Company. Based on the facts presently known, the Management believes that outcome of these appeals will not result in any material impact on the financial statements.
(ii) The Company is a defendant/party to claims (plus interest thereon) in various legal actions as listed above which arose during the ordinary course of business. Based on the facts presently known, the Management believes that the results of these actions will not have material impact on the Company's financial statements.
Note 41 : Capital Management
The Company monitors capital using a ratio of 'adjusted net debt to 'adjusted equity'. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents.
Note 39 :
The Company’s only business being hoteliering, disclosure of segment-wise information is not applicable under Ind AS 108 - 'Operating Segments’ . There is no geographical segment to be reported since all the operations are undertaken in India.
Note 40 :
The Company has presented Consolidated Financial Statements separately, including that of its subsidiary, associates and joint venture in this annual report.
Note 42 : Financial risk management
Risk management framework
The Company's Board of Directors has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Board of Directors has established a Risk Management Committee, which is responsible for developing and monitoring the Company's risk management policies. The Committee reports regularly to the Board of Directors on its activities.
The Company's risk management policies are established to identify and analyse the risk faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company's Audit Committee oversees how management monitors compliance with the Company's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by the internal audit team. The internal audit team undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
The Company has exposure to the following risks arising from financial instruments:
i. Market risk
ii. Credit risk
iii. Liquidity risk
iv. Currency risk
v. Interest rate risk
i. Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Company's exposure to market risk is primarily on account of foreign currency exchange rate risk and interest rate risk.
ii. Credit Risk
Credit risk arises from the possibility that customers or counterparty to financial instruments may not be able to meet their obligations. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivable. Credit risks arises from cash and cash equivalents, deposits with banks, financial institutions and others, as well as credit exposures to customers, including outstanding receivables.
The Company's policy is to place cash and cash equivalents and short-term deposits with reputable banks and financial institutions.
The carrying amount of current financial assets represents the maximum credit exposure. The maximum exposure to credit risk was Rs. 4,715.31 lakhs, and Rs. 3,987.30 lakhs as of March 31, 2026 and March 31, 2025, respectively, being the total carrying amount of balances with banks, bank deposits, trade receivables, unbilled revenue, other financial assets, and investments excluding equity and preference investments.
The Company’s exposure to customers is diversified and no outstanding from a single customer is more than 10% of outstanding accounts receivable and unbilled revenue as of March 31, 2026
Trade and other receivables:-
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.
The Company does not require collateral in respect of trade and other receivables.
The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade and other receivables.
Cash and bank balance:
The Company held cash and bank balance of Rs. 1,145.65 lakhs at March 31, 2026 (March 31, 2025: Rs. 734.16 lakhs).
iii. Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligation associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Company does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Company's debt financing plans, covenant compliance and compliance with internal statement of financial position ratio targets.
iv. Currency Risk
The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit or loss and other comprehensive income and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the respective entities.
Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries.
The risks primarily relate to fluctuations in US Dollar / Hong Kong Dollar against the functional currency of the Company. The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks.
v. Interest Rate Risk
Where applicable the Company adopts a policy to hedge the interest rate movement in order to mitigate the risk with regards to floating rate linked loans based on the market outlook on interest rates.
Exposure to Interest Rate Risk
Company's interest rate risk arises from borrowings and finance lease obligations. Borrowings issued at floating rates and finance lease obligations are exposed to fair value interest rate risk. The interest rate profile of the Company's interest¬ bearing financial instruments is as follows:
Key Management Personnel:
Key managerial personnel comprise Managing Director who has the authority and the responsibility for planning, directing and controlling the activities of the Company. The remuneration paid to such director Rs. 257.65 lakhs including provision for performance incentive. (Previous year : Rs. 274.85 lakhs).
This above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available. Dividend paid to KMP and close relatives are Rs. 73.33 lakhs (Previous year : Rs. 73.33 lakhs).
Note 45 : Social Security Code
On November 21, 2025, the Government of India notified the four Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 - consolidating 29 existing labour laws. The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due to changes in regulations. The Company has assessed and accounted the incremental impact of these changes, consistent with the Labour Codes, draft rules, FAQs and on the basis of the best information available. Considering the regulatory-driven and non-recurring nature, the impact has been disclosed under exceptional items in the financial statements for the year ended March 31, 2026. The Company continues to monitor the finalisation of Central / State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect on the basis of such developments as needed.
Note 46 : Working Capital
As at the year end, the Company's current liabilities have exceeded its current assets by Rs. 6,801.27 lakhs primarily on account of current maturities of long term and short term borrowings aggregating Rs. 5,909.23 lakhs falling due within 12 months following the balance sheet date. Management is confident of its ability to generate adequate cash inflows from operations and also utilize unavailed bank sanction to meet its obligations on due date.
As on the reporting date, the Company has undrawn sanctioned term loans and working capital limits aggregating Rs. 7,382 lakhs which will be sufficient to meet the estimated operational cash requirements during the next twelve months and the Company is current on all its Debt obligations.
Based on aforesaid assessment, management believes that as per estimates made conservatively, The Company will be able to discharge its liabilities and realise the carrying amount of its assets as on March 31, 2026.
Note 47 : Schedule III Disclosure
Previous year figures have been reclassified to align with current year classification
Note 48 : Audit trail
The Company has completed a greenfield implementation of SAP S/4HANA RISE effective April 1, 2025 and migrated from its legacy accounting system. During the hypercare period, post go live, certain privileged users were granted access to transactional data to support and stabilise the application, including monitoring system integrations and accounting transactions. Such access was granted and used under Company’s supervision and was progressively withdrawn by June 26, 2025 once system stability was achieved.
The feature of recording audit trail (edit log) facility has been activated in SAP S/4HANA RISE and has operated effectively throughout the year for all relevant transactions recorded in the software.
Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention.
Note 49 : Transaction with Struck off Companies
The Company has reviewed transactions, to the extent of information available, for the purpose of identifying transactions with struck off companies. Basis the above review below transactions identified with struck off companies in the current financial year.
Explanations to variance in ratios:
1. Current ratio has decreased due to decrease in Current Maturities of long term borrowings as compared to previous year.
2. Debt-equity ratio has reduced due to principal repayments/prepayments made during the year which has reduced the outstanding debt as compared to previous year.
3. Debt service coverage ratio has increased due to increase in cash operating earnings in comparison to the previous year and considers principal payments during the year which was higher than the outstanding debt at the balance sheet date.
4. Return on capital employed and return on equity improved with improvement in operating margins during the year.
5. Trade receivables turnover ratio decreased with increase in volume of business activity during the year.
7. Net capital turnover ratio decreased on account of increase in working capital due to reduction of current maturity of long term borrowings.
8. Net profit ratio improved over the previous year with an improvement in business volumes and cost containment measures during the year.
9. As the Company is primarily engaged in hospitality sector (service industry), inventory turnover ratio and return on investment ratio are not applicable to the Company.
Note 52 : Other Statutory Information
1) The borrowings from banks and financial institutions have been used for the purposes for which it was taken.
2) Title deeds, comprising all the immovable properties being Land and Building are held in the name of the Company or Amalgamating Company (where amalgamations have happened) as at Balance sheet date.
3) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
4) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
5) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
6) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person or entity, including foreign entities ("Intermediaries") with the understanding (whether recorded in writing or otherwise) that the Intermediary shall, whether, directly or indirectly lend or invest in other persons/ 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 other than investment aggregating Rs. 1,548.88 lakhs during the year to OHL International (HK) Limited, Hong Kong, a wholly owned subsidiary of the Company in keeping with the applicable regulatory requirements for onward funding to St. James Court Limited, UK, towards meeting their business requirements and/or loan prepayments. Accordingly, no further disclosures, in this regard, are required.
7) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding party) with the understanding (whether recorded in writing or otherwise) that the company shall
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funded Party (Ultimate Beneficiaries) or
(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
8) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered, disclosed as income during the year in the tax assessments under the income tax act,1961 (such as, search or survey or any of the relevant provisions of the Income Tax Act,1961.
9) The Company does not hold any investment property and hence the disclosure on fair valuation of investment property is not applicable to the Company.
10) The Company has not revalued its property,plant and equipment (Including Right to use assets) and intangible assets. Hence the disclosure on revaluation of Property, Plant & Equipment (including Right to use assets) and intangible assets are not applicable to the Company.
11) The Company has not been declared as a wilful defaulter by any bank or financial institution or any other lender.
12) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of layers) Rules, 2017.
13) The Company has not entered into any scheme(s) of arrangement and hence the disclosure on compliance with approved scheme (b) of arrangements is not applicable to the company.
Note 53 : Dividend
On May 04, 2026, the Board of Directors of the Company have proposed a final dividend of Rs. 0.65 per equity share in respect
of the year ended March 31, 2026, subject to approval of Shareholders at the Annual General Meeting. If approved, the dividend
would result in cash outflow of Rs. 1,160.89 lakhs during the financial year 2026-27.
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