SAMHI Hotels Limited
Report on the Audit of the Standalone Financial StatementsOPINION
1. We have audited the accompanying standalone financial statements of SAMHI Hotels Limited ('the Company’), which comprise the Standalone Balance Sheet as at 31 March 2026, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Cash Flow and the Standalone Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.
2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ('the Act’) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards ('Ind AS’) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2026, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
BASIS FOR OPINION
3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('ICAI’) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
KEY AUDIT MATTERS
4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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5. We have determined the matters described below to be the key audit matters to be communicated in our report.
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Key audit matters
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How our audit addressed the key audit matters
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Revenue recognition
Refer note 2(11) for material accounting policy information relating to revenue recognition and note 28 for details of revenue recognised by Company and related disclosures.
The Company is principally engaged in the business of owning and operating hotels. Its revenue comprises hotel revenue (including room revenue, food and beverage revenue and revenue from recreation and other services) and property management and space rental revenue.
Revenue is recognised upon rendering of the services and sale of food and beverages which is recognised at a point in time in accordance with the principles of Ind AS 115, Revenue from Contracts with Customers ('Ind AS 115’).
The Company has complex information technology ('IT’) environment. The Company operates a central corporate ERP system, while individual hotel brand partner maintains separate accounting and operational IT platforms. These include separate IT systems used for recording revenue
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Our audit procedures relating to revenue recognition
included, but were not limited to, the following:
• Obtained an understanding of the management’s process for revenue recognition and evaluated the appropriateness of the Company’s revenue recognition accounting policies in accordance with Ind AS 115;
• Evaluated the design and tested the operating effectiveness of key internal financial controls in respect of revenue recognition;
• Involved internal IT specialists to evaluate design and test operating effectiveness of IT general controls and key automated controls of the Company’s IT systems and third party systems (assessed the SSAE 16 assurance report) which govern revenue recognition, and tested key manual internal financial controls over revenue recognition;
• Performed test of details on a sample of revenue transactions recorded during the year including specific
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Key audit matters
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How our audit addressed the key audit matters
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from rooms and from sale of food and beverages. Revenue
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periods before and after the year end by verifying
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data flows through multiple automated interfaces into
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supporting documents such as invoices, arrangement
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the corporate books of account, resulting in significant
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with customers, collections in bank accounts, etc. to
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reliance on IT system integrity and controls to ensure
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ensure correct amount of revenue is recorded in the
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completeness and accuracy of revenue recognition.
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correct period;
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Revenue is also a key performance indicator of the Company
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Performed analytical review procedures such as
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and there is presumed risk of overstatement of revenue
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property-wise analysis on revenue recognised during
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due to fraud resulting from pressure to achieve targets
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the year to identify any unusual and/or material
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and earnings expectations and is therefore identified as a
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variances; and
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presumed significant risk for the audit in accordance with the requirements of Standards on Auditing.
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Evaluated the appropriateness and adequacy of disclosures relating to the revenue recognition made
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Considering the materiality of the amount involved, volume
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in the standalone financial statements in accordance
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of transactions and significant auditor efforts and attention required as explained above, revenue recognition has been identified as a key audit matter for the current year audit.
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with the applicable accounting standards.
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Impairment assessment of loans granted and investment
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Our audit procedures relating to impairment assessment
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in subsidiaries
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of investment in and loans recoverable from subsidiaries
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Refer note 2(5) for Company’s material accounting policy
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included, but were not limited to, the following:
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information relating to impairment of assets and note 5
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Obtained an understanding of the management
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and 14 for details of investments and loans and related
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process for identification of possible impairment
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disclosures.
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indicators or indicators of significant increase in credit
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As at 31 March 2026, the Company has investment in subsidiaries aggregating to Rs. 29,105.16 million (net of
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risk in loans, and the resultant detailed impairment/ ECL assessment performed by the management;
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impairment loss of Rs. 54.78 million) and outstanding
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Assessed the appropriateness of the accounting
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loans recoverable from subsidiaries aggregating to Rs.
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policy adopted by the Company relating to impairment
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2,678.54 million.
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assessment and expected credit loss determination in
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At each period end, the management evaluates whether
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accordance with Ind AS 36 and Ind AS 109 respectively;
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any impairment indicators exist with respect to the carrying
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Evaluated the design and tested the operating
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value of investments, in accordance with the requirements
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effectiveness of related internal financial controls
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of Ind AS 36, Impairment of Assets ('Ind AS 36’), and
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including controls around the reasonableness of input
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whether there has been any significant increase in credit
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data considered and assumptions made in determining
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risk with respect to loans recoverable in accordance with
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the recoverable amount of investments and loans;
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the requirements of Ind AS 109, Financial Instruments ('Ind
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Obtained management assessment of recoverable
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AS 109).
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amount of investments and loans, where indicators of
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In case where aforesaid indicators exist, the management
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impairment are identified and performed the following
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performs a detailed impairment / expected credit loss
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procedures:
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('ECL’) assessment in accordance with the requirements of Ind AS 36 and Ind AS 109, respectively. The recoverable amount (value in use) of these loans and investments, is determined using discounted cash flow model. This assessment involves significant management judgments
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a) Reconciled the cash flows to approved business plans and tested the arithmetical accuracy of the cash flow projections and impairment testing workings;
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and estimates, including assumptions relating to forecast
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b) Critically challenged and evaluated key
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of future business projections that include expected hotel
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assumptions used in management’s valuation
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occupancy rates, growth rates, terminal value and discount
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models to determine recoverable amount
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rates.
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including assumptions relating to forecast of future business projections that include expected hotel occupancy rates, growth rates, terminal value and discount rates, basis our understanding of the business and industry using internal and external sources of information;
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Key audit matters
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How our audit addressed the key audit matters
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Consequent to such impairment assessment, the Company has recorded a net impairment reversal of Rs. 3,350.87 million pertaining to carrying value of investments in subsidiaries in the current year.
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c)
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Assessed reliability of cash flow forecasts by retrospective review of actual performance in the current year as compared to estimates made in earlier years;
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Considering the significance of the amounts and significant judgements involved due to the inherent subjectivity of assumptions used for computation of recoverable amount, the impairment assessment of the investments in and loans given to subsidiaries, has been identified as a
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d)
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Involved auditors’ valuation experts to assess the appropriateness of the methodology applied in determining the recoverable amount and test the key valuation assumptions considered by the Management in such models; and
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key audit matter for current year audit.
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e) Performed independent sensitivity analysis of aforesaid key assumptions to assess the effect of reasonably possible variations on the current estimated recoverable amount for respective investments and loans to evaluate sufficiency of headroom between recoverable amount and carrying amounts.
• Evaluated the appropriateness and adequacy of the disclosures made in the standalone financial statements in accordance with the applicable accounting standards.
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INFORMATION OTHER THAN THE STANDALONE FINANCIALSTATEMENTS AND AUDITOR'S REPORT THEREON
6. The Company’s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor’s report thereon. The Annual Report, is expected to be made available to us after the date of this auditor’s report.
Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.
RESPONSIBILITIES OF MANAGEMENT AND THOSECHARGED WITH GOVERNANCE FOR THE STANDALONEFINANCIAL STATEMENTS
7. The accompanying standalone financial statements have been approved by the Company’s Board of Directors. The Company’s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
8. In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
9. The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THESTANDALONE FINANCIAL STATEMENTS
10. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
• Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern; and
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
(b) The management has represented that, to the best of its knowledge and belief, as disclosed in note 49(vi) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ('the Funding Parties’), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ('Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
(c) Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.
v. The Company has not declared or paid any dividend during the year ended 31 March 2026; and
vi. Based on our examination which included test checks, the Company, in respect of
OTHER MATTER
15. The standalone financial statements of the Company for the year ended 31 March 2025 were audited by the predecessor auditor, BSR & Co. LLP who have expressed an unmodified opinion on those standalone financial statements vide their audit report dated 29 May 2025.
REPORT ON OTHER LEGAL AND REGULATORYREQUIREMENTS
16. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.
17. As required by the Companies (Auditor’s Report) Order, 2020 ('the Order’) issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
18. Further to our comments in Annexure A, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;
b) Except for the matters stated in paragraph 18(h) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c) The standalone financial statements dealt with by this report are in agreement with the books of account;
d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;
e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2026 from being appointed as a director in terms of section 164(2) of the Act;
f) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 18(b) above on reporting under section 143(3)(b) of the Act and paragraph 18(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);
g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2026 and the operating effectiveness of such controls, refer to our separate report in Annexure B wherein we have expressed an unmodified opinion; and
h) With respect to the other matters to be included in the Auditor’s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:
i. The Company, as detailed in note 37 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2026;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2026;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2026;
iv. (a) The management has represented that,
to the best of its knowledge and belief, other than as disclosed in note 49(v) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities ('the intermediaries’), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ('the Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;
financial year commencing on 01 April 2025, has used accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in the software except in respect of an accounting software used for maintenance of books of accounts and revenue records (food and beverages) at the hotel level, which is operated by a third-party software service provider and in the absence of any information on existence of audit trail (edit logs) in the 'Independent Service Auditor’s Assurance Report on the Description of Controls, their Design and Operating Effectiveness’ ('Type 2 report’ issued in accordance with SAE 3402, Assurance Reports on Controls at a Service Organization), we are unable to comment on whether audit trail feature of the said software was enabled and operated throughout the year. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with other than the consequential impact of the exceptions given above. Furthermore, other than the consequential impact of the exception given above, the audit trail has been preserved by the Company as per the statutory requirements for record retention.
For Walker Chandiok & Co LLP
Chartered Accountants Firm’s Registration No.: 001076N/N500013
Neeraj Goel
Partner
Place: Gurugram Membership No.: 099514
Date: 21 May 2026 UDIN: 26099514RFEOBT7661
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