Terms/rights attached to equity shares :

20.1 The company has only one class of equity shares having a par value of Rs.10/- per share. Each Holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed, if any, by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended 31st March 2025, the amount of per share dividend recognised as distributions to equity shareholders was Rs. Nil (31 March 2024, Rs. Nil)

21.5 Nature and purpose of reserves

(i) Securities Premium Reserve *

^Pursuant to scheme of arrangement Ahilya Hotels Ltd (AHL) amalgamated with Sayaji Hotels Ltd (SHL) and conseqential 24,55,000 shares of SHL held by AHL stands cancelled and 24,54,977 shares of Rs.10 each at premium of Rs.255.10 issued to shareholders of AHL as per the scheme.

**During the previous year 1000000 number of preference shares has been redeem of Rs.100 each at premium of Rs.120 per share

(ii) Retained Earnings

Retained earnings represents the undistributed profit/amount of accumulated earnings of the company

(iii) General Reserve

As per The Companies Act 2013

Primary

Exclusive hypothecation of entire current assets of the company.

Exclusive mortgage of the leasehold rights of the property situated at Undri Khurd Udaipur.

Collateral

Equitable mortgage of the immovable property situated at Hotel Sayaji Plot No. 27 28 and 29 Sayajiganj near Kala Ghoda Circle Vadodara Gujrat. Owner: Prinite Hospitality Pvt Ltd Fixed deposit in the name of the company to Rs.4 cr.

42 Disclosure as per Ind AS-116, Leases

The Company has taken land and immovable properties on lease which are generally long term in nature varying terms, escalation clauses and renewal right expiring within five to one hundred and ninety eight years. On renewal, the terms of the leases are renegotiated.

43 Disclosure as per Ind AS-19, Employee benefits (a) Defined benefit plan

The Company makes annual contributions to the Employee’s Group Gratuity scheme of the SBI Life Insurance Co. Ltd., a funded defined benefit plan for the qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment as per the terms of the scheme. Vesting occurs upon completion of five years of service.

The present value of the defined benefit obligation and current service cost were measured using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date. The following table sets out the status of the funded gratuity plan and the amounts recognized in the company^ financial statements as at March 31, 2025:-

(c) Other Long Term Employee benefit

The provision of leave encashment have been made on outstanding privilege leave of employees at the end of year and calculated on the basis of basic pay of employees. Attrition rate taken same as Actuarial valuation report of gratuity liability.

Disclosure As per Ind AS-21, The Effects of Changes in Foreign Exchange Rates

"Foreign Currency transactions relating to monetary assets and liabilities as at the year end translated as per accounting policy no. 12, resulted in net gain of Rs.Nil (P.Y. Nil) Rs which has been accounted under relevant heads in Statement of Profit and loss."

46 Disclosure as per Ind AS-37, Provisions, Contingent Liabilities and Contingent Assets

I Contingent Liabilities not provided for

(i) Disputed liability of Rs 352.41 lakhs not provided for in respect of Income tax for the FY 2012-13. The matters are pending before Supreme Court (P.Y. 352.41)

(ii) Disputed liability of Rs.2.03 and 5.10 lakhs not provided for in respect of Goods and Services Tax for the FY 2017-18 and 2018-19 respectively.

II Commitments

Estimated capital commitments not provided for Rs.277.38 lakhs (P.Y. Rs. Nil )

47 Disclosure as per Ind AS-108, Operating Segment

The Company’s only business being hoteliering, disclosure of segment-wise information is not applicable under Ind AS108 - ‘Operating Segment’ (Ind AS-108) notified by the Companies (Indian Accounting Standards) Rules, 2015 and subsequent amendments thereto.

Information about major customers

No single customer contributes more than 10% or more of the Company’s total revenue for the years ended March 31,2025 and March 31,2024.

49 Disclosure as per Ind AS-107, Financial Instruments Financial Risk Managment

The Company’s principal financial liabilities comprise Borrowings, trade payables and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include trade & other receivables, loan given, cash & cash Equivalent, Investment, deposits and derivative that derive directly from its operations.

The Company’s Financial Risk Management is an integral part of how to plan and execute its business strategies. The Company’s financial risk management is set by the Managing Board.

Company is exposed to following risk from the use of its financial instrument:

a) -Credit Risk

b) -Liquidity Risk

c) -Market Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations resulting in a financial loss to the Company. Credit risk arises principally from trade receivables, loans & advances, cash & cash equivalents and deposits with banks and financial institutions.

Trade Receivable

Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. Trade receivables are non-interest bearing and are generally on 7 days to 45 days credit term. Credit limits are established for all customers based on internal rating criteria. Outstanding customer receivables are regularly monitored. The Company has no concentration of credit risk as the customer base is widely distributed both economically and geographically.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is based on actual incurred historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low. The requirement of impairment is analysed as each reporting date.

Other Financial Instruments and Cash & Cash Equivalents

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties who meets the minimum threshold requirements under the counterparty risk assessment process. The Company monitors the ratings, credit spreads and financial strength of its counterparties. Based on its on-going assessment of counterparty risk, the group adjusts its exposure to various counterparties. The Company’s maximum exposure to credit risk for the components of the Balance sheet as of March 31st, 2025 and March 31st, 2024 is the carrying amount as disclosed in Note 50(1).

(ii) Provision for Expected Credit or Loss

(a) Financial assets for which loss allowance is measured using 12 month expected credit losses

The Company has assets where the counter-parties have sufficient capacity to meet the obligations and where the risk of default is very low. Accordingly, no loss allowance for impairment has been recognised.

(b) Financial assets for which loss allowance is measured using life time expected credit losses

The Company provides loss allowance on trade receivables using life time expected credit loss and as per simplified approach.

b) Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Company’s income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

The Board of Directors is responsible for setting up of policies and procedures to manage market risks of the Company. All such transactions are carried out within the guidelines set by the risk management committee.

Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company is exposed to foreign currency risk on certain transactions that are denominated in a currency other than entity’s functional currency, hence exposure to exchange rate fluctuations arises. The risk is that the functional currency value of cash flows will vary as a result of movements in exchange rates. The comapany uses forward contracts to hedge its exposure from foreign currency fluctuations.

Foreign Currency sensitivity

The Company’s exposure to foreign currency changes for all other currencies is not material. Hence there is no major impact on company's profit before tax due to change in the fair value of monetary assets and liabilities.

Interest Risk

Interest rate risk arises from the sensitivity of financial assets and liabilities to changes in market rates of interest. The Company is exposed to interest rate risk arising mainly from long term borrowings with floating interest rates. The Company is exposed to interest rate risk because the cash flows associated with floating rate borrowings will fluctuate with changes in interest rates.

For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions or its business equirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total equity. The Company includes within net debt, interest bearing loans and borrowings less cash and cash equivalents.

51 Disclosure as per Ind AS-113, Fair Value Measurement Fair Value Hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are

(a) recognised and measured at fair value and

(b) measured at amortised cost and for which fair values are disclosed in financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the accounting standard. An explanation of each level follows underneath the table:

(A) Specific valuation technique is used to determine the fair value of the financial instruments which include:

i) For Investments in Equity Investments- Quoted Market prices are used and and for unquoted Equity Instruments best possible inputs are taken to identify the fair value.

ii) For financial liabilities (vendor liabilities, domestic currency loans) :- appropriate market borrowing rate of the entity as of each balance sheet date used.

iii) For financial assets (employee loans) : appropriate market rate of the entity as of each balance sheet date used.

56 Details of Crypto Currency or Virtual Currency

During the year company has not invested in any virtual currency.

57 Additional Information

Sayaji Hotels Management Ltd (SHML) has invested Rs. 2,25,68,500/ - in Intellistay Hotels Pvt Ltd (IHPL) in August,2021 towards the purchase of 48.5 % stake. Due to irregularities in the Corporate Governance practices and misrepresentation by the senior officials of IHPL, Company has decided to exit from the strategic alliance. In view of the same IHPL has not been considered as an associate of the Company. IHPL's accumulated losses are more than its net worth and hence company has also made provision for impairment of its investment. Company is in the process of taking legal actions against IHPL and its officials.

58 The company has not incurred transaction with companies struck off under section 248 of the companies Act, 2013 or section 560 of the Companies Act, 1956.

No Proceeding have been initialed or pending against the company for holding any benami property under the benami Transaction (Prohibition) Act 1988 (45 of 1988) and the rules made thereunder

60 No undisclosed income has been surrendered or disclosed as income during the year in the tax assessment under the Income tax act, 1961.

61 The company is not declared willful defaulter by any bank or financial institution or any other lender.

** The Company has reclassified previous year figures to conform to this year classification.