Sayaji Hotels (Indore) Ltd. के अकाउंट के लिये नोट

Mar 31, 2025

9. Provisions and contingent liabilities and Contingent Assets

A provision is recognized if, as a result of a past event, the Company has a present legal or
constructive obligation that can be estimated reliably, and it is probable that an outflow of
economic benefits will be required to settle the obligation. If the effect of the time value of
money is material, provisions are determined by discounting the expected future cash flows at
a pre-tax rate that reflects current market assessments of the time value of money and the risks
specific to the liability. When discounting is used, the increase in the provision due to the
passage of time is recognized as a finance cost.

The amount recognized as a provision is the best estimate of the consideration required to
settle the present obligation at reporting date, taking into account the risks and uncertainties
surrounding the obligation.

When some or all of the economic benefits required to settle a provision are expected to be
recovered from a third party, the receivable is recognized as an asset if it is virtually certain that
reimbursement will be received and the amount of the receivable can be measured reliably.
The expense relating to a provision is presented in the statement of profit and loss net of any
reimbursement.

Contingent liabilities are possible obligations that arise from past events and whose existence
will only be confirmed by the occurrence or non-occurrence of one or more future events not
wholly within the control of the Company. Where it is not probable that an outflow of economic
benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed
as a contingent liability, unless the probability of outflow of economic benefits is remote.
Contingent liabilities are disclosed on the basis of judgment of the management/independent

experts. These are reviewed at each balance sheet date and are adjusted to reflect the current
management estimate.

Contingent assets are possible assets that arise from past events and whose existence will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events
not wholly within the control of the Company. Contingent assets are disclosed in the financial
statements when inflow of economic benefits is probable on the basis of judgment of
management. These are assessed continually to ensure that developments are appropriately
reflected in the financial statements.

10. Foreign currency transactions and translation

Transactions in foreign currencies are initially recorded at the functional currency spot rates at
the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the
functional currency spot rates of exchange at the reporting date. Exchange differences arising
on settlement or translation of monetary items are recognized in profit or loss in the year in
which it arises.

Non-monetary items are measured in terms of historical cost in a foreign currency are
translated using the exchange rate at the date of the transaction.

11. Revenue Recognition: -

Effective April 1, 2018, the Company adopted Ind AS 115 "Revenue from Contracts with
Customers" which introduces the five-step model described as follows: -

1. Identify the contract with a customer.

2. Identify the separate performance obligations in the contract.

3. Determine the transaction Price.

4. Allocate the transaction price to the separate performance obligations.

5. Recognize revenue when (or as) each performance obligation is satisfied.

Revenue from operations:

The Company derives revenues primarily from sale of rooms, food and beverages, allied
services relating to hotel operations such as management fees for the management of the
hotels.

A. Revenue is recognized upon transfer of control of promised products or services to customers
in an amount that reflects the consideration we expect to receive in exchange for those
products or services.

The Company presents revenues net of indirect taxes in statement of Profit and loss.

B. Trade receivables and Contract Balances

The company recognises contract assets on an amount equals to consideration related to goods
and services already transferred to customers when the right to receive such consideration is
conditioned upon something other than passage of time.

Unconditional right to receive consideration are recognised as trade receivable.

Trade receivable and contract assets are subject to impairment as per Ind AS 109 ''Financial
Instruments''.

The company recognises amount already received from customer against which transfer for
goods and services are not made as contract liability.

Interest Income

For all financial instruments measured at amortized cost and interest-bearing financial assets
classified as fair value through other comprehensive income, interest income is recorded using
the effective interest rate (EIR). The EIR is the rate that exactly discounts the estimated future
cash receipts over the expected life of the financial instrument or a shorter period, where
appropriate, to the net carrying amount of the financial asset. When calculating the effective
interest rate, the Company estimates the expected cash flows by considering all the contractual
terms of the financial instrument (for example, prepayment, extension, call and similar options)
but does not consider the expected credit losses. Interest income is included in other income
in the statement of profit or loss.

Dividend

Dividend Income is recognized when the Company''s right to receive is established which
generally occurs when the shareholders approve the dividend.

12. Employee Benefits

12.1. Short Term Benefit

Short-term employee benefit obligations are measured on an undiscounted basis and are
expensed as the related service is provided.

A liability is recognized for the amount expected to be paid under performance related
pay if the Company has a present legal or constructive obligation to pay this amount as a
result of past service provided by the employee and the obligation can be estimated
reliably.

12.2. Post-Employment benefits

Employee benefit that are payable after the completion of employment are Post¬
Employment Benefit (other than termination benefit). These are of two type:

12.2.1. Defined contribution plans

Defined contribution plans are those plans in which an entity pays fixed contribution into
separate entities and will have no legal or constructive obligation to pay further amounts.
Provident Fund and Employee State Insurance are Defined Contribution Plans in which
company pays a fixed contribution and will have no further obligation.

12.2.2. Defined benefit plans

A defined benefit plan is a post-employment benefit plan other than a defined
contribution plan.

Company pays Gratuity as per provisions of the Gratuity Act, 1972. The Company''s net
obligation in respect of defined benefit plans is calculated separately for each plan by
estimating the amount of future benefit that employees have earned in return for their
service in the current and prior periods; that benefit is discounted to determine its present
value. Any unrecognized past service costs and the fair value of any plan assets are
deducted. The discount rate is based on the prevailing market yields of Indian government
securities as at the reporting date that have maturity dates approximating the terms of
the Company''s obligations and that are denominated in the same currency in which the
benefits are expected to be paid.

The calculation is performed annually by a qualified actuary using the projected unit credit
method. When the calculation results in a liability to the company, the present value of
liability is recognized as provision for employee benefit. Any actuarial gains or losses are
recognized in OCI in the period in which they arise.

12.3. Long Term Employee Benefit

Benefits under the Company''s leave encashment constitute other long term employee
benefits.

Leave Encashment is determined based on the available leave entitlement at the end of
the year.

13. Income Taxes

Income tax expense comprises current and deferred tax. Current tax expense is recognized in
profit or loss except to the extent that it relates to items recognized directly in other
comprehensive income or equity, in which case it is recognized in OCI or equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates
enacted or substantively enacted and as applicable at the reporting date, and any adjustment
to tax payable in respect of previous years. Current income taxes are recognized under ''Income
tax payable'' net of payments on account, or under ''Tax receivables'' where there is a debit
balance.

Deferred tax is recognized using the balance sheet method, providing for temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the
amounts used for taxation purposes. Deferred tax is measured at the tax rates that are
expected to be applied to temporary differences when they reverse, based on the laws that
have been enacted or substantively enacted by the reporting date. Deferred tax assets and
liabilities are offset if there is a legally enforceable right to offset current tax liabilities and
assets, and they relate to income taxes levied by the same tax authority on the same taxable
entity, or on different tax entities, but they intend to settle current tax liabilities and assets on
a net basis or their tax assets and liabilities will be realized simultaneously.

Deferred tax is recognized in profit or loss except to the extent that it relates to items
recognized directly in OCI or equity, in which case it is recognized in OCI or equity.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits
will be available against which the temporary difference can be utilized. Deferred tax assets are
reviewed at each reporting date and are reduced to the extent that it is no longer probable that
the related tax benefit will be realized.

Additional income taxes that arise from the distribution of dividends are recognized at the same
time that the liability to pay the related dividend is recognized.

14. Leases as Lessee

Ind AS 116 Leases: On March 30, 2019, Ministry of Corporate Affairs has notified Ind AS 116,
Leases. Ind AS 116 will replace the existing leases Standard, Ind AS 17 Leases, and related
Interpretations. The Standard sets out the principles for the recognition, measurement,
presentation and disclosure of leases for both parties to a contract i.e., the lessee and the
lessor. Ind AS 116 introduces a single lessee accounting model and requires a lessee to
recognize assets and liabilities for all leases with a term of more than twelve months, unless
the underlying asset is of low value. Currently, operating lease expenses are charged to the
statement of Profit & Loss. The Standard also contains enhanced disclosure requirements for
lessees. Ind AS 116 substantially carries forward the lessor accounting requirements in Ind AS
17.

The effective date for adoption of Ind AS 116 is annual periods beginning on or after April
1, 2019. The standard permits two possible methods of transition:

1) Full retrospective - Retrospectively to each prior period presented applying Ind AS 8
Accounting Policies, Changes in Accounting Estimates and Errors

2) Modified retrospective - Retrospectively, with the cumulative effect of initially
applying the Standard recognized at the date of initial application.

Under modified retrospective approach, the lessee records the lease liability as the
present value of the remaining lease payments, discounted at the incremental borrowing
rate and the right of use asset either as:

a) Its carrying amount as if the standard had been applied since the commencement date,
but discounted at lessee''s incremental borrowing rate at the date of initial application or

b) An amount equal to the lease liability, adjusted by the amount of any prepaid or
accrued lease payments related to that lease recognized under Ind AS 17 immediately
before the date of initial application.

Certain practical expedients are available under both the methods.

The Company has adopted the standard beginning April 1, 2019, using the modified
retrospective approach for transition. Accordingly, the company has not restated the
comparative information

15. Impairment of Non-Financial Assets

The carrying amounts of the Company''s non-financial assets are reviewed at each reporting
date to determine whether there is any indication of impairment considering the provisions of
Ind AS 36 ''Impairment of Assets''. If any such indication exists, then the asset''s recoverable
amount is estimated.

The recoverable amount of an asset or cash-generating unit is the higher of its fair value less
costs to disposal and its value in use. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. For the purpose of
impairment testing, assets that cannot be tested individually are grouped together into the
smallest group of assets that generates cash inflows from continuing use that are largely
independent of the cash inflows of other assets or groups of assets (the "cash-generating unit",
or "CGU").

An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its
estimated recoverable amount. Impairment losses are recognized in profit or loss. Impairment
losses recognized in respect of CGUs are reduced from the carrying amounts of goodwill of that
CGU, if any and then the assets of the CGU.

Impairment losses recognized in prior periods are assessed at each reporting date for any
indications that the loss has decreased or no longer exists. An impairment loss is reversed if
there has been a change in the estimates used to determine the recoverable amount. An
impairment loss is reversed only to the extent that the asset''s carrying amount does not exceed
the carrying amount that would have been determined, net of depreciation or amortization, if
no impairment loss had been recognized.

16. Operating Segments

In accordance with Ind AS 108 - Operating Segments, the operating segments used to present
segment information are identified on the basis of internal reports used by the Company''s
Management to allocate resources to the segments and assess their performance. The Board
of Directors is collectively the Company''s ''Chief Operating Decision Maker'' or ''CODM'' within
the meaning of Ind AS 108. For management purpose company is organized into major
operating activity of hoteling in India. The indicators used for internal reporting purposes may
evolve in connection with performance assessment measures put in place.

17. Dividends

Dividends and interim dividends payable to a Company''s shareholders are recognized as
changes in equity in the period in which they are approved by the shareholders'' meeting and
the Board of Directors respectively.

18. Material Prior Period Errors

Material prior period errors are corrected retrospectively by restating the comparative
amounts for the prior periods presented in which the error occurred. If the error occurred
before the earliest prior period presented, the opening balances of assets, liabilities and equity
for the earliest prior period presented, are restated.

19. Earnings Per Share

Basic earnings per equity share is computed by dividing the net profit or loss attributable to
equity shareholders of the Company by the weighted average number of equity shares
outstanding during the financial year.

Diluted earnings per equity share is computed by dividing the net profit or loss attributable to
equity shareholders of the Company by the weighted average number of equity shares
considered for deriving basic earnings per equity share and also the weighted average number
of equity shares that could have been issued upon conversion of all dilutive potential equity
shares.

20. Statement of Cash Flows

Statement of cash flows is prepared in accordance with the indirect method prescribed in Ind
AS-7 ''Statement of cash flows.

A financial instrument is any contract that gives rise to a financial asset of one entity and a
financial liability or equity instrument of another entity.

21.1. Financial assets

Initial recognition and measurement

All financial assets are recognized initially at fair value plus or minus, in the case of financial
assets not recorded at fair value through profit or loss, transaction costs that are
attributable to the acquisition or issue of the financial asset.

Subsequent measurement

Debt instruments at amortized cost

A ''debt instrument'' is measured at the amortized cost if both the following conditions are
met:

(a) The asset is held within a business model whose objective is to hold assets for collecting
contractual cash flows, and

(b) Contractual terms of the asset give rise on specified dates to cash flows that are solely
payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortized
cost using the EIR method. Amortized cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR
amortization is included in finance income in the profit or loss. The losses arising from
impairment are recognized in the profit or loss. This category generally applies to trade
and other receivables.

Debt instrument at FVTOCI (Fair Value through OCI)

A ''debt instrument'' is classified as at the FVTOCI if both of the following criteria are met:

(a) The objective of the business model is achieved both by collecting contractual cash
flows and selling the financial assets, and

(b) The asset''s contractual cash flows represent SPPI

Debt instruments included within the FVTOCI category are measured initially as well as at
each reporting date at fair value. Fair value movements are recognized in the OCI.
However, the Company recognizes interest income, impairment losses & reversals and
foreign exchange gain or loss in the profit and loss. On derecognition of the asset,
cumulative gain or loss previously recognized in OCI is reclassified from the equity to profit
and loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest
income using the EIR method.

Debt instrument at FVTPL (Fair value through profit or loss)

FVTPL is a residual category for debt instruments. Any debt instrument, which does not
meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at
FVTPL.

In addition, the Company may elect to classify a debt instrument, which otherwise meets
amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if
doing so reduces or eliminates a measurement or recognition inconsistency (referred to
as ''accounting mismatch''). Debt instruments included within the FVTPL category are
measured at fair value with all changes recognized in the profit and loss.

Equity investments

All equity investments in entities other than subsidiaries and joint ventures are measured
at fair value. Equity instruments which are held for trading are classified as at FVTPL. For
all other equity instruments, the Company decides to classify the same either as at FVTOCI
or FVTPL. The Company makes such election on an instrument by instrument basis. The
classification is made on initial recognition and is irrevocable.

If the company decides to classify an equity instrument as at FVTOCI, then all fair value
changes on the instruments, excluding dividends, are recognized in the OCI. There is no
recycling of the amounts from OCI to P&L, even on sale of investment. However, the
company may transfer cumulative gain or loss within the equity.

Equity instruments included within the FVTPL category are measured at fair value with all
changes recognized in the profit and loss.

Equity investments in subsidiaries and joint ventures are measured at cost.

De-recognition

A financial asset (or, where applicable, a part of a financial asset or part of a Company of
similar financial assets) is primarily derecognized (i.e. removed from the Company''s
balance sheet) when:

• The rights to receive cash flows from the asset have expired, or

• The Company has transferred its rights to receive cash flows from the asset or has
assumed an obligation to pay the received cash flows in full without material delay to a
third party under a ''pass-through'' arrangement; and either (a) the Company has
transferred substantially all the risks and rewards of the asset, or (b) the Company has
neither transferred nor retained substantially all the risks and rewards of the asset, but
has transferred control of the asset.

Impairment of financial assets

In accordance with Ind-AS 109, the Company applies expected credit loss (ECL) model for
measurement and recognition of impairment loss on the following financial assets and
credit risk exposure:

• Financial assets that are debt instruments, and are measured at amortised cost e.g.,
loans, debt securities, deposits, trade receivables and bank balance

• Trade receivables or any contractual right to receive cash or another financial asset that
result from transactions that are within the scope of Ind AS 115.

The Company follows ''simplified approach'' for recognition of impairment loss allowance
on:

Trade receivables or contract assets resulting from transactions within the scope of Ind AS
115, if they do not contain a significant financing component

• Trade receivables or contract assets resulting from transactions within the scope of Ind
AS 115 that contain a significant financing component, if the Company applies practical
expedient to ignore separation of time value of money, and

The application of simplified approach does not require the Company to track changes in
credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECLs at each
reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the
Company determines that whether there has been a significant increase in the credit risk
since initial recognition. If credit risk has not increased significantly, 12-month ECL is used
to provide for impairment loss. However, if credit risk has increased significantly, lifetime
ECL is used. If, in a subsequent period, credit quality of the instrument improves such that
there is no longer a significant increase in credit risk since initial recognition, then the
entity reverts to recognizing impairment loss allowance based on 12-month ECL.

Financial liabilities

Initial recognition and measurement

All financial liabilities are recognized at fair value and in case of loans, net of directly
attributable cost. Fees of recurring nature are directly recognized in the Statement of
Profit and Loss as finance cost.

Subsequent measurement

Financial liabilities are carried at amortized cost using the effective interest method.
Amortized cost is calculated by taking into account any discount or premium on acquisition
and any material transaction that are any integral part of the EIR. For trade and other
payables maturing within one year from the balance sheet date, the carrying amounts
approximate fair value due to the short maturity of these instruments.

Derecognition

A financial liability is derecognized 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 the derecognition
of the original liability and the recognition of a new liability. The difference in the
respective carrying amounts is recognized in the statement of profit or loss.

1. Useful life of property, plant and equipment

The estimated useful life of property, plant and equipment is based on a number of factors
including the effects of obsolescence, demand, competition and other economic factors
(such as the stability of the industry and known technological advances) and the level of
maintenance expenditures required to obtain the expected future cash flows from the
asset.

The Company reviews at the end of each reporting date the useful life of property, plant
and equipment, and are adjusted prospectively, if appropriate.

2. Post-employment benefit plans

Employee benefit obligations are measured on the basis of actuarial assumptions which
include mortality and withdrawal rates as well as assumptions concerning future
developments in discount rates, the rate of salary increases and the inflation rate. The
Company considers that the assumptions used to measure its obligations are appropriate
and documented. However, any changes in these assumptions may have a material impact
on the resulting calculations.

3. Provisions and contingencies

The assessments undertaken in recognizing provisions and contingencies have been made
in accordance with Ind AS 37, ''Provisions, Contingent Liabilities and Contingent Assets''.
The evaluation of the likelihood of the contingent events has required best judgment by
management regarding the probability of exposure to potential loss. Should circumstances
change following unforeseeable developments, this likelihood could alter.

4. Impairment Test of Non-Financial Assets

The recoverable amount of investment in subsidiary is based on estimates and
assumptions regarding in particular the future cash flows associated with the operations
of the investee company. Any changes in these assumptions may have a material impact
on the measurement of the recoverable amount and could result in impairment.

16.6 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
(ii) 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 :

16.7 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.

16.8 The Company had issued 8 preference shares of Rs. 10 each on September 6, 2023, pursuant to the Scheme of Amalgamation approved by NCLT. These preference shares, classified as compound financial instruments under Ind AS 32 and
bifurcated into equity and liability components, were fully redeemed on July 5, 2024. Consequently, the associated equity and liability components have been derecognized in the current financial year.

I Contingent Liabilities not provided for *

(i) Disputed liability of Rs 57.57 lakhs not provided for in respect of various Commercial tax matters pending before Appellate Authorities. (P.Y. Rs. 57.57 Lakhs)

(ii) Disputed liability of Rs. 32.69 lakhs not provided for in respect of Property Tax demand. The matter is pending before High Court, Indore. (P.Y. Rs. 32.69 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) . 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. 11.57 lakhs not provided for in respect of cases filed in labour court. (P.Y. Rs. 15.31 lakhs)

(v) Disputed liability of Rs. 24.99 lakhs not provided for in respect of Service Tax pending before Appellate Authorities. (P.Y. 24.99 lakhs)

^(vi) Disputed liability of Rs. 26.60 lakhs not provided for in respect of Income Tax pending before Appellate Authorities and Amount paid their against is Rs. 5.31 Lakh (P.Y. 26.60 lakhs)

II Commitments

Estimated capital commitments not provided for Rs. 1359 Lakhs (P.Y. Rs. 1184.83)

43 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

45 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

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 on-going assessment of counterparty risk, the group adjusts its exposure to various
counterparties.

46 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.

50 Corporate Social Responsibility (CSR)

As per Section 135 of the Companies Act, 2013, a company meeting the prescribed thresholds is required to spend at least 2% of the average net profit of the immediately preceding
three financial years on Corporate Social Responsibility (CSR) activities. During the financial year 2023-24, the company''s net profit exceeded the threshold specified under Section
135, thereby making CSR provisions applicable for the financial year 2024-25. The company has fulfilled its CSR obligations for the current year

Pursuant to Section 135 of the Companies Act, 2013 and rules made thereunder, the Company has incurred the following expenditure towards CSR activities during the financial year:

51 Details of Crypto Currency or Virtual Currency

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

52 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.

53 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

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

55 No Charge or satisfaction is pending to be registered with Registrar of Companies beyond its statutory period

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

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

Significant Accounting Policies and other Notes 1 -57
These notes form an integral part of these financial statements
In term of our report attached

For K.L.Vyas & Company
Chartered Accountants
Firm Regn. No. 003289C

T.N Unni Raoof Razak Dhanani

Chairman & Director Director

Himanshu Sharma DIN. 00079237 DIN. 00174654

Partner

M.No. 402560

Yash Agrawal Arpit Agrawal

Place: Indore Chief Financial Officer Company Secretary

_Date: 23/05/2025_

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Mar 31, 2024

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.