Terms/rights attached to equity shares :

14.1 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 2024, the amount of per share dividend recognised as distributions to equity shareholders was Rs. Nil (31 March 2023, Rs. Nil).

On September 06, 2023, the Company has alloted 3046605 Equity Shares of Rs. 10/- to the shareholders of the Sayaji Hotels (Indore) Ltd, the demerged company as per the scheme of Amalgamation & Arrangement approved by Chennai bench of NCLT and also cancelled the existing entire paid up equity shares of ' 500,000/- being divided into 50,000 equity share of ' 10 each held by Sayaji Hotels Ltd. Accordingly the following details of promoter’s shareholdings and details of shareholders holding more than 5% of the Equity shares are being discharged based on the shares alloted, as at September 06, 2023 and not based on the shareholdings as at March 31, 2023..

No equity shares were allotted as fully paid up by way of bonus shares during the last five years as at the date of balance sheet. However 3046650 Equity shares have been allotted on September 06,2023 in terms of Scheme of Arrangement without payment received in cash.

15.5 NATURE AND PURPOSE OF RESERVES

(i) Capital Reserve

Capital reserve was created on transfer of demerged undertakings to the Company under the Scheme of Demerger and repesent the excess of book value of assets transferred over the book value of liability assumed and amount of share capital issued.

(ii) Retained Earnings

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

(iii) Other Comprehensive Income

Other comprehensive income (OCI) represents the balance in equity relating to re-measurement gain/(loss) of defined benefit obligation.

Terms/rights attached to preference shares :

15.6 On September 06, 2023, the Company has alloted 8 Preference Shares of Rs. 10/- to the shareholders of the Sayaji Hotels (Indore) Ltd, the demerged company as per the scheme of Amalgamation & Arrangement approved by Chennai bench of NCLT. Accordingly the following details of promoter’s shareholdings and details of shareholders holding more than 5% of the Preference shares are being discharged based on the shares alloted, as at September 06, 2023 and not based on the shareholdings as at March 31, 2023.

15.7 That above shares are to be redeemed within 5 years from the date of allotment.

15.8 These shares are in the nature of compound financial instruments. And so they are bifurcated into equity and liability component in accordance with Ind AS 32. Equity component is computed as below:

15.9 That above Preference share holders are having preference over payment of dividend to equity share holders and accordingly arrears of preference dividends is required to be cleared before payment to Equity Share holders. And accordingly vide Second Proviso to Section 47(2) of the Companies Act, 2013, in case company is unable to pay dividend on preference shares for two years or more then such class of preference shareholders shall have a right to vote on all the resolutions placed before the company. Preference Dividend has been proposed in the Board Meeting, which is subject to approval in AGM.

I Contingent Liabilities not provided for*

(i) DalSufd liability ofRs 76.48 lakhs not provided for in respect of various Commercial tax matters pending before Appellate Authorities. (P.Y. Rs. 7648

(ii) Disputed liability of Rs. 97.83 lakhs not provided for in respect of Property Tax demand (FY 2015-16, 2016-17 & 2017-18). The matter is pending before High Court, Indore. (P.Y. Rs. 65.18 lakhs).

(iii) (a). In respect of the leasehold land of Indore hotel, Indore development authority(IDA) has cancelled the lease vide order dated 20th Dec. 2017. Company had challenged the said order before Hon'ble High Court, Indore bench. Hon'ble High Court Single Bench has decided the matter against Company vide their order dated 16th July 2018. However, Company has filed revision Writ Appeal before Division Bench of Hon’ble High Court, Indore bench which has been admitted on 08.03.2022.

(b) . In the meantime, the State of MP has framed rules for mitigation of lease terms/compounding and further amended the said rules on 9th April 2021 due to which Company also became eligible under the said rules to apply for compounding/ mitigation and hence Company applied to IDA for compounding of alleged violations of the lease deed. On 8th March 2022, High Court, Indore bench directed IDA to decide the compounding application of the Company. Personal hearing has been done on 29th March 2022 before the IDA regarding the compounding application and order is awaited. IDA filed application before High Court and sought court’s advise on the issue of retrospective applicability of the compounding provisions and subsequently a Writ Petition has been filed seeking clarity on this subject which is pending before the Court.

(c) . Indore Development Authority has also filed an application before the Competent Authority under The Public Premises (Eviction) Act for eviction of the Company from said premises. High Court has granted stay on the passing of any order under the said eviction proceedings.

(d) . As explained in Note No.51, the Indore hotel has been demerged from Sayaji Hotels Limited to Sayaji Hotels (Indore) Limited. In view of the ongoing litigation regarding cancellation of lease, the Company has not yet applied for change of name in the records of IDA and mutation of the property in the records of Registrar of Properties. Hence, stamp duty which would be paid on mutation has not been adjudicated and not provided & the same will be provided in the year such cost is incurred.

(iv) Disputed liability of Rs. 15.31 lakhs not provided for in respect of cases filed in labour court. (P.Y. Rs. 19.34 lakhs)

(v) Disputed liability of Rs. 25.61 lakhs not provided for in respect of Service Tax pending before Appellate Authorities. (P.Y. 25.61 lakhs)

(vi) Disputed liability of Rs. 26.60 lakhs not provided for in respect of Income Tax pending before Appellate Authorities. (P.Y. 26.60 lakhs)

^Restated pursuant to the Scheme of Arrangement (Refer Note No.51)

II Commitments

Estimated capital commitments not provided for Rs. 1184.83 Lakhs (P.Y. Rs. Nil)

42 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 31,2024 and March 31, 2023

43 Earnings in Foreign Currency :

a) Credit 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 ongoing assessment of counterparty risk, the group adjusts its exposure to various counterparties.

Total 644.68 541.11

(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.

c) Market Risk

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 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.

At the reporting date the interest rate profile of the Company’s interest-bearing financial instruments is as follows:

45 Capital Risk Management

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.

46 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:

*Restated pursuant to the Scheme of Arrangement (Refer Note No.51)

(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 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.

^Restated pursuant to the Scheme of Arrangement (Refer Note No.51)

Remarks on Ratios in case of Variation is /- 25%

48.1 Increase in Debt has resulted in deterioration in ratio as compared to previous year.

48.2 Decrease in Profit as compared to previous year has resulted in deterioration of ratio

48.3 Increase in Finance Cost as compared to previous year has resulted in deterioration of ratio

48.4 Decease in working capital as compared to previous year has resulted in improvement in ratio.

48.5 Decrease in Profit as compared to previous year has resulted in decline in ratio

48.6 Decrease in Earnings before Interest as compared to previous year has resulted in decline in ratio

49 Corporate Social Responsibility (CSR)

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. As company not meeting the applicable threshold during the year hence CSR provisions are not applicable to the company

50 Details of Crypto Currency or Virtual Currency

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

Scheme of Arrangement

Pursuant to Composite Scheme of Arrangement (‘the scheme’) between SHL, the Holding Company and their respective shareholders and creditors as approved by the Hon’ble National Company Law Tribunal (NCLT), Chennai, vide Order dated July 11, 2023 (“Order”) has approved the scheme of arrangement with effect from April 01,2022 (the appointed date). The Scheme became effective from August 01, 2023 upon filling of the scheme with 51 Registrar of Companies.

All the assets and liabilities of Baroda and Pune business (Demerged Undertaking) of SHL into its wholly owned subsidiary, Sayaji Hotels (Pune) Ltd (SHPL) and Indore business (Demerged Undertaking) of SHL into its wholly owned subsidiary Sayaji Hotels (Indore) Ltd (SHIL) have been transferred at their respective book values on a going concern basis with effect from the appointed date (i.e. April 01, 2022). Accordingly, the Scheme of Arrangement has been given effect to in these accounts Assets and liabilities transferred pursuant to the scheme:

The whole of the assets and liabilities of the Demerged undertaking (Indore Business) of SHL became the assets and liabilities of the Company(SHIL) and were recorded at their book values as appearing in the books of the Demerged Company with effect from the appointed date (i.e. April 01, 2022). The details of assets and liabilities transferred from SHL are as under:

1. Upon the effectiveness of this Scheme, the SHIL and SHPL issued and allotted equity shares to the shareholders of SHL whose name appears in the register of members of the Company as on the record date. 4 equity share of INR 10 (INR Ten only) each of the SHIL and SHPL credited as fully paid up for every 23 equity share of INR 10 (INR Ten only) each held by such shareholder in the SHL and 1 10% Cumulative Redeemable Preference Share of INR 100 (INR Hundred only) each of SHPL and SHIL shall be issued and allotted for every 125000 fully paid up 10% Cumulative Redeemable Preference Share of INR 100 (INR Hundred only) each held in SHL. SHPL and SHIL has ceased to be subsidiary of the Company with effect from 01 April 2022.

2. The pre-demerger shareholding of the Demerged Company in the Company comprising of 500,00 fully paid-up equity shares of Rs. 10 each, was cancelled.

3. The difference i.e. the excess or shortfall, as the case may be, of the value of the assets and the liabilities pertaining to the Demerged Undertaking and received from the Demerged Company pursuant to the Scheme after taking into account the face value of the shares issued by the Resulting Company shall be credited or debited to the capital reserve of the Resulting Company.

4. The share capital account has been credited with the aggregate face value of the shares issued to the shareholders pursuant to the Composite Scheme and the difference has been accounted in Capital reserves within “Other equity”.

5. The transactions pertaining to the transferred business of SHL from the appointed date upto the effective date (01 April 2022) of the Scheme have been deemed to be made by SHIL and SHPL.

6. Further, general or multipurpose borrowings of the Company transferred to the Resulting Company in the ratio of the value of assets transferred bears to the total value of the assets of the Company immediately before the appointed date in terms of the said scheme

7. The assets and liabilities pertaining to the Indore Hotel, transferred to and vested in the Company pursuant to the Composite Scheme are recorded at their respective carrying values as appearing in the books of the Demerged Company.

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