Terms/rights attached to Equity Shares

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.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders..

(i) As per records of the Company, including its Register of shareholders/members, the above shareholding represents both legal and beneficial ownership of shares.

(ii) No ordinary equity shares have been reserved for issue under options & contracts/commitments for sale of shares/disinvestment as at the Balance Sheet date;

(iii) The Company has not issued/alloted any shares pursuant to contracts without payment being received in cash during the proceeding five years from the Balance sheet date.

(iv) No shares have been bought back by the company during the period of 5 years preceding the date at which the balance sheet is prepared.

(v) The Company has issued 57,63,899 bonus shares during the year ended 31 March 2023.

(vi) No securities convertible into equity/preference shares have been issued by the Company during the years ended 31 March 2026 and 31 March 2025.

(vii) No calls are unpaid by any directors or officers of the Company during the years ended 31 March 2026 and 31 March 2025.

For movement refer Statement of Changes in Equity.

Description of nature and purpose of each reserve :-

a. General Reserve

General Reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes. General Reserve is created by a transfer from one component of equity to another and is not an item of Other Comprehensive Income.

b. Retained earnings

Amount of retained earnings represents accumulated profit and losses of the Company as on reporting date. Such profits and losses are after adjustment of payment of dividend, transfer to any reserves as statutorily required and adjustment for realised gain/loss on derecognition of equity instruments measured at FVTOCI.

c. capital Redemption Reserve

It represents redemption of 1% cumulative Redeemable non-convertible preference shares transferred to the company pursuant to the scheme of Arrangement & Demerger approved by the Hon'ble High Court of Delhi vide order dated 13-01-2010.

d. FVTOcI reserve

It represents actuarial gains/(losses) on equity instruments measured through Other Comprehensive Income (OCI)..

(i) As per records of the Company, including its Register of shareholders/members, the above shareholding represents both legal and beneficial ownership of shares.

(ii) No ordinary equity shares have been reserved for issue under options & contracts/commitments for sale of shares/disinvestment as at the Balance Sheet date;

(iii) The Company has not issued/alloted any shares pursuant to contracts without payment being received in cash during the proceeding five years from the Balance sheet date.

(iv) No shares have been bought back by the company during the period of 5 years preceding the date at which the balance sheet is prepared.

(v) The Company has issued 57,63,899 bonus shares during the year ended 31 March 2023.

(vi) No securities convertible into equity/preference shares have been issued by the Company during the years ended 31 March 2026 and 31 March 2025.

(vii) No calls are unpaid by any directors or officers of the Company during the years ended 31 March 2026 and 31 March 2025.

For movement refer Statement of Changes in Equity.

Description of nature and purpose of each reserve :-

a. General Reserve

General Reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes. General Reserve is created by a transfer from one component of equity to another and is not an item of Other Comprehensive Income.

b. Retained earnings

Amount of retained earnings represents accumulated profit and losses of the Company as on reporting date. Such profits and losses are after adjustment of payment of dividend, transfer to any reserves as statutorily required and adjustment for realised gain/loss on derecognition of equity instruments measured at FVTOCI.

c. capital Redemption Reserve

It represents redemption of 1% cumulative Redeemable non-convertible preference shares transferred to the company pursuant to the scheme of Arrangement & Demerger approved by the Hon'ble High Court of Delhi vide order dated 13-01-2010.

d. FVTOcI reserve

It represents actuarial gains/(losses) on equity instruments measured through Other Comprehensive Income (OCI)..

(1) Purpose for availing loan

During the year, the Company availed a loan from ICICI Bank, the proceeds of which were primarily utilized to refinance the existing borrowings from Axis Bank and Aditya Birla Finance Limited that had originally been obtained to finance the acquisition of HRM through its wholly owned subsidiary, Novak Hotels Pvt. Ltd.

(2) Details of Security

Term Loan from bank is secured by:

- First pasi passu charge on fixed assets of the borrower (excluding vehicles and assets exclusively financed by other banks), both present and future and

- Second pari passu charge on current assets of the borrower, both present and future.

(c) Terms of Repayment

The principal amount of the term loan is repayable in 52 quarterly instalments till January 2039, and interest on the outstanding principal is payable in monthly instalments, in accordance with the terms of the loan agreement.

Note: (a) Director sitting fees has been disclosed under "Other Expenses" in Note no. 28.

(b) On 21 November 2025, the Government of India notified four Labour Codes namely 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 (Collectively referred as the "Labour Codes"), which subsume 29 existing labour laws. The Ministry of Labour and Employment has issued draft Central Rules and FAQs to facilitate evaluation of the impact arising from the implementation of the said Codes. The Company has assessed the impact of the Labour Codes and noted that there is no material impact on its financial statements. However, the Company continues to monitor the notification of the final Central and State Rules and other related clarifications and will recognize any impact, if applicable, in the period in which the relevant provisions become effective.

Fair value hierarchy

The following are the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognized and measured at fair value and (b) measured at amortized cost and for which fair value are disclosed in the Standalone 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 the three levels of fair value measurement as prescribed under the Ind AS 113 "Fair Value Measurement". Fair value of the financial instruments is classified in various fair value hierarchies based on the following three levels:

Level 1 : Quoted prices (unadjusted) in active markets for identical assets and liabilities that the entity can access at the measurement date.

Level 2 : I nputs other than quoted price included within Level 1 that are observable for the asset or liability, either directly (ie., as prices) or indirectly (i.e., derived from prices). The fair value of financial instruments that are not traded in an active market is determined using market approach and valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). If one or more of the significant inputs is not based on observable market data, the fair value is determined using generally accepted methodologies such as discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparty.

The following table presents fair value hierarchy of assets and liabilities measured at fair value - recurring fair value measurements

The carrying amount of financial assets and financial liabilities measured at amortised cost in the Financial Statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

The carrying amount of the loan to Novak Hotels Pvt. Ltd. approximates its fair value as it is repayable on demand and bears interest at prevailing market rates. Accordingly, the fair value measurement is classified as Level 2 in the fair value hierarchy, as it is based on observable market inputs, including prevailing market interest rates.

32. Financial Risk Management Financial risk factors

The Company's activities expose it to a variety of financial risks : market risk, liquidity risk and credit risk.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risks: interest rate risk, currency risk and other price risk. Financial instruments affected by market risk include borrowings, investments, trade payables, trade receivables and derivative

Foreign currency risk

The Company is exposed to foreign exchange risk through its purchases from overseas suppliers and payment for services availed in various foreign currencies. The Company pays off its foreign exchange exposure within a short period of time, thereby mitigates the risk of material changes in exchange rate on foreign currency exposure.

It 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 principle source of liquidity are cash and cash equivalent, cash flows from operations and investment in mutual funds. 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. Typically the Company ensures that it has sufficient cash on demand to meet expected short term operational expenses.

Credit risk is the risk that counter party will not meet its obligation under a financial instrument leading to a financial loss. The company is exposed to credit risk from investments, trade receivables, cash and cash equivalents, loans and other financial assets.

The Company's credit risk is minimised as the Company's financial assets are carefully allocated to counter parties reflecting the credit worthiness.

The Company has provided a loan to its wholly owned subsidiary for the purpose of acquisition of HRM under the NCLT resolution plan, as fully explained in Note no.39 (i) and (ii).

The Company assesses the expected credit loss (ECL) on trade receivables using the simplified approach prescribed under Ind AS 109. The ECL is determined using a provision matrix based on historically observed default rates over the expected life of trade receivables and is adjusted for forward-looking estimates. In addition to the matrix-based approach, the Company also evaluates specific receivable balances on a case-by-case basis where appropriate, considering customer-specific risks and circumstances.

Additional allowance is made where default rate changes as per the performance of the receivables. For details of exposure and Provision for Expected Credit Loss - refer Note no. 11

Credit risk on Investments primarily include investments in liquid mutual fund units and investment in subsidiaries. Loans are provided to subsidiary and are in the nature of short term as the same is repayable on demand.

33. Capital Management

For the purpose of managing capital, Capital includes issued equity share capital and reserves attributable to the equity holders.

The objective of the company's capital management are to:

- Safeguard their ability to continue as going concern so that they can continue to provide benefits to their shareholders.

- Maximisation of the wealth of the shareholder.

- Maintain optimum capital structure to reduce the cost of the capital.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and requirement of financial covenants. In order 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 on the basis of net debt to equity ratio and maturity profile of overall debt portfolio of the Company. Net debt implies total borrowings of the Company as reduced by Cash and Cash Equivalent and Equity comprises all components attributable to the owners of the Company.

In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the loans and borrowings that define capital structure requirements. There have been no breaches in the financial covenants of any loans and borrowing during the years ended 31 March 2026 and 31 March 2025.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31st March 2026 and 31st March 2025.

The Company had declared and paid a final dividend of Re. 1 per equity share for F.Y 2024-25 aggregating to Rs. 172.92 lakhs.

34. Gratuity and other post-employment benefit plans

The Company has classified the various benefits provided to employees as under:-a) Defined contribution plans

b) Defined benefit plans

In accordance with Indian Accounting Standard 19, Employee Benefits, actuarial valuation was done in respect of the aforesaid defined benefit plans based on the following assumptions: -

Economic Assumptions

The principal assumptions are the discount rate & salary growth rate. The discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of obligations. Salary growth rate is company's long term best estimate as to salary increases & takes account of inflation, seniority, promotion, business plan, HR policy and other relevant factors on long term basis. These valuation assumptions are as follows:

i. Salary Risk - The present value of the defined benefit liability is calculated by reference to the future salaries of plan participants. As such, an increase in salary of the plan participants will increase the plan's liability.

ii. Interest Risk - The present value of the defined benefit liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on Government securities. A decrease in yields will increase the fund liabilities and vice-versa.

iii. Longevity Risk - The present value of the defined benefit liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.

35. Leases:

The Company has entered into Operating lease agreements for letting out space. The lease agreements are made for specific period as per agreement. Lease payments received recognized in the Statement of Profit & Loss for the year ended amounted to Rs 254.32 lakhs (Previous Year: Rs. 123.56 lakhs)

Notes:

The above claims are pending before various Appellate Authorities. The management, including its advisors, expect that its position will likely be upheld on ultimate resolution and will not have a material adverse effect on the Company's financial statements. It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the pending resolution of the respective proceedings as it is determinable only on receipt of judgements/ decisions pending with various forums/ authorities. The Company does not expect any reimbursements in respect of the contingent liabilities.

The details of the major income tax demands are:

(i) The Company received a favourable order dated 05 August 2024, from the Commissioner of Income Tax (Appeals) [“CIT(A)”] in relation to the assessment order passed for the financial year 2019-20 (AY 2020-21) under Section 143(3) of the Income-tax Act, 1961, on 30 September 2022, which had an income tax demand of Rs.13,927.73 lakhs.

Subsequently, on 09 December 2024, the Income Tax Department filed an appeal before the Income Tax Appellate Tribunal (ITAT) against the CIT(A)'s order. The Company has filed cross-objections in response, and the matter is currently pending adjudication before the ITAT. The next date of hearing before the ITAT is scheduled for 02 September 2026. Based on a comprehensive evaluation, the Company believes that its position is legally tenable and adequately supported. Accordingly, no provision has been considered necessary in the financial results in respect of this matter.

(ii) The Income Tax Department has passed an assessment order under Section 143(3) of the Income-tax Act, 1961, on 31 March 2025, determining a tax liability of Rs.1,420.18 lakhs for financial Year 2022-23 (AY 2023-24). The Company has filed an appeal before the CIT(A), and the matter is currently pending for hearing. Based on a comprehensive evaluation, the Company believes that its position is legally tenable and adequately supported. Accordingly, no provision has been considered necessary in the financial results in respect of this matter.

(iii) The Income Tax Department has passed an assessment order under Section 143(3) read with Section 144B of the Income-tax Act, 1961, for Assessment Year 2024-25 pursuant to which a demand of Rs. 350.49 lakhs has been raised, primarily on account of short grant of TDS/TCS credit and consequential levy of interest. The Company has filed an appeal before the Commissioner of Income Tax (Appeals) [CIT(A)], and the matter is currently pending adjudication. Based on a comprehensive evaluation, the Company believes that its position is legally tenable and adequately supported. Accordingly, no provision has been considered necessary in the financial results in respect of this matter.

B. Capital Commitments

Estimated amount of Capital Contracts remaining to be executed (Net of Advances) - Rs. 14.79 lakhs (Previous Year - Rs. 47.33 lakhs).

39. (i) In accordance with the order dated 09 January 2024, issued by the Hon'ble National Company Law Appellate Tribunal (NCLAT), New Delhi Bench, and pursuant to the framework agreement entered into with the promoters of Asian Hotels (West) Ltd ("AHWL"), New Delhi, Novak Hotels Private Limited ("Novak"), a wholly-owned subsidiary of the Company, is in the process of acquiring the Hyatt Regency, Mumbai ("HRM") from AHWL.

Novak has taken physical possession of the property. However, completion of the acquisition is pending due to certain legal formalities, mainly the non-fulfilment of a condition precedent under the framework agreement relating to revocation of the suspension in trading of AHWL's equity shares and other matters. In this regard, AHWL has received final approval from BSE & NSE for revocation of the suspension w.e.f. 02 April 2026.

For the aforesaid acquisition, Novak has raised borrowings from various group companies and other entities, including an interest-bearing loan from the Company during the financial year 2023-24. To facilitate the funding, the Company has raised borrowings secured by a mortgage over the entire hotel property, Hyatt Regency Kolkata, along with other assets as outlined in the financing agreements, and the outstanding balance of borrowings in the Company's books is Rs. 14,315.04 lakhs (Previous Year: Rs. 14,894.09 lakhs) as at 31 March 2026.

(ii) The Company has an aggregate exposure of Rs. 24928.50 lakhs as at March 31, 2026 in its wholly owned subsidiary, Novak Hotels Private Limited ("Novak"), comprising investment, loans and advances, and accrued interest. Recoverability of this exposure is substantially dependent upon Novak's successful acquisition of Hyatt Regency Mumbai ("HRM") from Asian Hotels (West) Limited ("AHWL") under the Framework Agreement dated August 11, 2023, as amended ("Framework Agreement").

Robust Hotels Limited (a party to the Framework Agreement), through a Board Resolution dated May 28, 2026, has asserted its own right to exercise the Buy Option. However, Management, based on legal advice obtained, believes that only Novak is entitled to exercise the Buy Option and acquire HRM, and that Novak's rights are supported by the contractual arrangements and the conduct of the parties. Novak approved to exercise the Buy option in its board meeting during the quarter ended December 31,2025. However, the formal completion of the exercise of the Buy Option with AHWL, together with the registration of certain related loan and security documents, remains to be executed. In addition, AHWL continues to contest Novak's possession of HRM. Management expects these matters to be resolved in due course and continues to pursue completion of the proposed acquisition.

(iii) On 02 November 2024, the Government of Odisha, through the General Administration and Public Grievance Department, issued an order (the "Order") citing non-compliance by GJS Hotels Limited ("the Subsidiary"/ "GJS"), a wholly owned subsidiary of the Company, with certain terms and conditions of the lease deed. In accordance with the Order, the Subsidiary was directed to vacate the leased premises in Odisha, and the performance bank guarantee of Rs.350 lakhs furnished by the Company was invoked. The Subsidiary has filed a writ petition before the Hon'ble High Court of Orissa challenging the said Order and the next date of hearing is yet to be scheduled.

As at 31 March 2026, the Company holds investments in the Subsidiary amounting to Rs.860.86 lakhs (Previous Year: Rs.860.86 lakhs) in the form of equity shares and Rs.483.39 lakhs (Previous Year: Rs. 394.22 lakhs) as loans, which includes the amount related to the invoked bank guarantee.

Based on the current legal status and management's assessment, the Company believes that the matter will be resolved in favour of GJS. Accordingly, no provision for impairment in respect of the investment in equity shares and loans to GJS has been considered necessary in the financial results.

The post- employment benefits of KMPs excludes gratuity which cannot be separately identified from the composite amount as per the actuarial valuation.

Transactions with related parties are carried out in the normal course of business at arm's length prices.

41. Additional Regulatory Information

i. The Company has complied with the provisions relating to the prescribed number of layers as stipulated under Section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on Number of Layers) Rules, 2017.

ii. The Company has not entered into any transactions with companies struck off under the Companies Act, 2013 during the financial years ended 31 March 2026 and 31 March 2025.

iii. The Company has not advanced, loaned or invested any funds (either from borrowed funds, share premium or any other source or kind of funds) to any person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that such Intermediaries shall directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries, except as disclosed in Note 39(i).

iv. The Company has not received any funds from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

v. No proceedings have been initiated or are pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended) during the years ended 31 March 2026 and 31 March 2025.

vi. The Company has not been declared a wilful defaulter by any bank, financial institution or any other lender.

vii. There are no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the current or previous year in the tax assessments under the Income-tax Act, 1961, which have not been recorded in the books of account.

viii. The borrowings obtained by the Company from banks and financial institutions have been applied for the specific purposes for which such borrowings were obtained.

ix. The Company has not entered into any scheme of arrangement under Sections 230 to 237 of the Companies Act, 2013 during the current or previous financial year.

x. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period, during the year ending 31 March 2026 and also for the year ending 31 March 2025.

xi. The Company has neither traded nor invested in Crypto Currency or Virtual Currency during the financial years ended 31 March 2026 and 31 March 2025.

1. Current Ratio = Current Assets/ Current Liabilities

2. Debt Equity Ratio = Borrowings/ Shareholders' Equity

3. Debt service coverage ratio = Earnings available for Debt Service (Note 3A)/ Debt Service (Note 3B)

3A. Earnings Available for Debt Service = Net Profit after taxes Depreciation and amortization expenses Finance Costs Loss on sale of Fixed Assets - Profit on sale of Fixed Assets

3B. debt Service = Finance Cost Repayment of Borrowings. Repayment of Borrowings include repayment & proceeds of long-term borrowings and net change in short-term borrowings.

4. Return on Equity Ratio = (Net Profits after taxes - Preference Dividend) / Average Shareholders' Equity

5. Inventory Turnover Ratio = Consumption of foods, beverages etc./ Average Inventories

6. trade Receivables turnover Ratio = Revenue from Operations/ Average Trade Receivables

7. trade Payables turnover Ratio = Purchases (Note 7A)/ Average Trade Payables

7A. Purchases = Consumption of foods, beverages etc. Closing Inventories - Opening Inventories

8. Net capital turnover Ratio = Revenue from Operations/ Working Capital (Note 8A)

8A. Working capital = Current Assets - Current Liabilities

9. Net Profit Ratio = Net Profits after taxes/ Revenue from Operations

10. Return on capital employed = Earnings before interest and taxes (Note 10A)/ Capital Employed (Note 10B)

IOA. Earnings before interest and taxes = Profit before Tax Finance Cost

IOB. capital Employed = Net Worth Borrowings Deferred Tax Liability

11. Return on Investments = Income from Investments (Note 11A)/ Average Investments* (Note 11B)

IIA. Income from Investments = Interest Income from Fixed Deposits Fair value changes on investment measured at fair value through profit and loss Profit on Sale of Mutual Fund

IIB. Investments = Non-Current Investments Current Investments Fixed Deposits

43. The Company has used Tally, Infrasys, Iscala, Opera, and BirchStreet for maintaining its books of account. The software provides an audit trail (edit log) facility, which was operational throughout the year for all relevant transactions recorded, except for the instances stated below. The audit trail feature has not been tampered with in respect of the accounting software(s) where it was enabled. Further, the audit trail has been preserved in accordance with statutory requirements for record retention, wherever enabled in previous years.

a) The audit trail (edit log) facility was not enabled at the database level to capture direct data changes in respect of the Infrasys and Iscala accounting software.

b) Furthermore, the audit trail facility was not operational at either the application or database level in respect of the Opera and BirchStreet software.

The Company maintains its books of account and other relevant books and papers in electronic mode. Pursuant to Rule 3(5) of the Companies (Accounts) Rules, 2014, the Company is required to maintain a daily backup of such records on servers physically located in India. However, during the financial year ended March 31,2026, the daily backup of the books of account and other books and papers maintained in electronic mode in respect of the Opera application has not been maintained on servers physically located in India on daily basis.

44. Certain items of the standalone financial statements for previous year have been reclassified or regrouped to align with the presentation for the current year. These changes have been made to enhance the quality of information disclosed and do not impact the previously reported profit or total equity.