Consolidated Financial Statement

The Consolidated Financial Statements of the Company for the financial year 2026 ("CFS") has been prepared in compliance with the applicable provisions of the Companies Act, 2013 (the "Act"), Indian Accounting Standards ("IND-AS") and the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, as amended from time to time ("SEBI LODR Regulations"). The CFS has been prepared on the basis of the audited financial statement of the Company and its subsidiary(ies) including step-down subsidiary(ies), as approved by

their respective Board of Directors, which forms an integral part of the Annual Report.

2. STATE OF THE COMPANY'S AFFAIRS

Financial Year 2026 ("FY2026") was a year of tangible outperformance amid real macro headwinds. Income grew 12.3% year-on-year, ahead of our guided 9-11% range, while on a like-for-like basis (excluding the one-time impact of a sector-wide GST rate change), EBITDA growth stood at approximately 13.0%; reported EBITDA growth of 8.8% was impacted by the GST-related change. Net Debt to EBITDA improved further to approximately 3.0x, a target delivered despite income disruption from external events and continued investment in future growth.

A significant capital event during the year was the receipt of funds under our previously announced partnership with GIC, one of the world’s most respected institutional investors. Of the 7,500 mn committed under this partnership, 6,000 mn was received and invested during FY 2026 (with the remaining 1,500 mn committed for future funding of the Westin-Tribute Bangalore asset), for a 35% minority stake in a platform of ~ 1,000 rooms comprising the Bangalore ORR portfolio, Hyatt Regency Pune and the Westin-Tribute Bangalore asset. This inflow, together with proceeds from the divestment of non-core hotels over the past years, further strengthened our balance sheet - our effective interest rate came down to 7.9%, ~290 basis points lower than at the time of our IPO, and our credit rating was upgraded to A (CARE/ICRA) during the year.

Financial Update

S Against this backdrop, your Company delivered a resilient performance in the financial year 2026, reporting a top line of ' 12,790 mn and Consolidated EBITDA of ' 4,626 mn. Profit after tax stood at ' 5,665 mn, aided by a deferred tax asset creation of 3,000 mn and net exceptional items of 1,075 mn, largely relating to reversal of impairment on certain assets and a gain on sale of Caspia, Delhi.

S Revenue growth of 12.3% was achieved despite four distinct one-time disruption events during the year - the India-Pakistan conflict, monsoon-related disruptions, an airline crisis, and the Middle East conflict - together estimated to have cost the Company 440-520 mn in revenue. Reported EBITDA growth was further impacted by a sector-wide GST rate change (from 12% with

input tax credit to 5% without), which compressed EBITDA growth by ~420 basis points and cost the Company 180 mn. Excluding these disruptions, the underlying business would have delivered revenue growth of ~16-17% and EBITDA growth of ~19-20%, underscoring the resilience of the underlying demand environment.

S We continued to recycle capital and grow the portfolio through capital-efficient structures. Over the past years, the divestment of four noncore hotels, together with the receipt of the previously announced GIC investment in May 2025, generated 9,600 mn of proceeds, of which 6,500 mn was applied towards debt reduction and the balance towards funding new acquisitions. We also acquired a 70% stake in RARE India, a curated leisure platform of 73 hotels and 1,015 rooms, which we intend to bring under a distribution partnership with Marriott Bonvoy’s Outdoor Collection - marking our entry into the fast-growing experiential leisure segment on an asset-light basis.

S We added four strategically significant hotel developments during the year, two of them structured as capital-efficient variable leases: a ~162-room upscale hotel in Sector 51, Noida, in partnership with Ingka Centres (part of the Ingka Group which also owns IKEA Retail); a ~260-room hotel in Hyderabad’s Financial District; a Marriott-branded addition in Chennai (Sriperumbudur) alongside our existing Fairfield; and our largest hotel to date - a ~700-room Westin and Fairfield combination in Navi Mumbai, following resolution of legacy issues relating to the asset.

Future Strategy

S Our strategy remains grounded in the same three pillars: acquire at a discount to replacement cost, manage actively, and scale with discipline. We continue to focus on high-density, demand-resilient markets, deepen partnerships with global brands, and use data-driven insights to enhance portfolio performance.

S We have a strong pipeline of internal growth projects in execution, including six transformative assets - W Hyderabad, Westin & Tribute Bangalore, a mid-scale hotel in Hyderabad, an upper-upscale hotel in Noida, a Marriott-Fairfield combination in Chennai, and the Westin-Fairfield development in Navi Mumbai - with the potential

to add 10,000 mn of incremental revenue, a ~78% uplift over our current revenue base, as they come online over the coming years.

S The Company is well positioned for sustainable growth. Free cash flow (post-interest) grew to 3,000 mn in FY 2026 from 900 mn at the time of our IPO, and we have committed 22,000 mn of capex across our existing pipeline (including Navi Mumbai) over the next five years. With a medium-term Net Debt-to-EBITDA target of ~2.5x and free cash flow expected to continue compounding, the Board intends to evaluate disciplined capital allocation priorities, including further deleveraging of the balance sheet, funding of committed capex, additional accretive growth opportunities, and returning capital to shareholders in a manner consistent with long-term value creation.

3. CHANGE IN NATURE OF BUSINESS

During the financial year under review, there was no

change in the nature of business of the Company.

4. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURECOMPANIES

As on March 31,2026, the Company has seventeen (17)

subsidiary(ies) including step-down subsidiary(ies):

i. Argon Hotels Private Limited

ii. Ascent Hotels Private Limited

iii. Barque Hotels Private Limited

iv. Caspia Hotels Private Limited

v. Paulmech Hospitality Private Limited*

vi. SAMHI JV Business Hotels Private Limited

vii. SAMHI Hotels (Ahmedabad) Private Limited

viii. SAMHI Hotels (Gurgaon) Private Limited

ix. Innmar Tourism and Hotels Private Limited

x. SAMHI Skyline Private Limited#

xi. Duet India Hotels (Pune) Private Limited

xii. Duet India Hotels (Hyderabad) Private Limited

xiii. Duet India Hotels (Ahmedabad) Private Limited

xiv. Duet India Hotels (Chennai) Private Limited

xv. Duet India Hotels (Jaipur) Private Limited*

xvi. Duet India Hotels (Navi Mumbai) Private Limited*

xvii. SAMHI Hospitality Ventures Private Limited (Formerly known as ACIC Advisory Private Limited)

*Step-down subsidiary(ies)

# Incorporated on 16^th day of January 2026

Further, pursuant to Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiary(ies) including step-down subsidiary(ies) of the Company in the prescribed Form AOC-1 is annexed as Annexure-1 to this Board’s report.

The Company doesn’t have any associate or joint-venture company as of March 31,2026.

The performance and financial position of subsidiary(ies) including the step-down subsidiary(ies) of the Company has been explained in form AOC-1 and the CFS provided along with notes, forms an integral part of the Annual Report.

In accordance with the provisions of the Act and the Articles of Association of the Company, 1 (one) of your directors, viz. Mr. Manav Thadani (DIN: 00534993), is retiring by rotation, at the ensuing Annual General Meeting of the Company and being eligible, offers his candidature for re-appointment. Your approval for his re-appointment as Director is being sought in the Notice convening the 16^th Annual General Meeting of the Company for the financial year 2026.

Key Managerial Personnel ("KMP's")

Pursuant to the provisions of Section 203 of the Act, the KMPs of the Company as on March 31,2026 are:

1. Mr. Ashish Jakhanwala, CMD & CEO

2. Mr. Rajat Mehra, Chief Financial Officer ("CFO")

3. Mr. Sanjay Jain, Senior Director - Corporate Affairs, Company Secretary & Compliance Officer

6. STATEMENT ON DECLARATION AND CONFIRMATION GIVEN BY INDEPENDENT DIRECTOR(S)

Pursuant to the provisions of Section 149 of the Act, the Independent Director(s) have submitted their declarations that each of them meets the criteria of independence as provided under Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1 )(b) and 25(8) of the SEBI LODR Regulations. There has been no change in the circumstances affecting their status as Independent Director(s) of the Company.

The Independent Director(s) of the Company have confirmed that they have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time.

7. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE FINANCIAL YEAR

The Board is satisfied with regard to the integrity, expertise and experience (including proficiency) of the Independent Directors of the Company.

No new independent director(s) has been appointed during the financial year under review in the Company.

8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS OF THE COMPANY

The Board has met 10 (ten) times during the financial year 2026. The details of the meetings held are set out in the Corporate Governance Report, forming an integral part of the Annual report of the Company.

9. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has the following committees of the Board of Directors of the Company:

i. Audit Committee;

ii. Nomination And Remuneration Committee;

iii. Corporate Social Responsibility and Environmental, Social and Governance Committee ("CSR & ESG Committee")

iv. Stakeholders’ Relationship Committee;

v. Risk Management Committee; and

vi. Investment Committee

The composition details of all the Committees of the Board of Directors constituted by the Company have been disclosed in the Corporate Governance Report forming an integral part of the Annual Report.

10. GENERAL BODY MEETINGS Annual General Meeting ("AGM")

During the financial year 2026, the AGM of the members of the Company was held on Monday, 04^th day of August 2025.

Extraordinary General Meeting ("EGM")

During the financial year under review, 01 (one) EGM of the members of the Company was held on Tuesday, 20^th day of May 2025.

11. MANAGEMENT DISCUSSION & ANALYSIS, CORPORATE GOVERNANCE AND BUSINESS RESPOSIBLITY & SUSTAINABILITY REPORT

A detailed report on the Company’s performance, industry trends and other material changes with respect to the Company itself, it’s subsidiary(ies) including step-down subsidiary(ies) is covered in the Management Discussion & Analysis, which has been provided in a separate section and forms part of the Annual Report.

Your Company is committed to good corporate governance practices and endeavors to adhere to the standards set out by the Securities and Exchange Board of India ("SEBI"). Your Company has complied with the Corporate Governance requirements specified under the Act and the SEBI LODR Regulations and a detailed Report on Corporate Governance in line with the requirements of the same, as amended from time to time, regarding the corporate governance practices followed by Company during the financial year under review together with a certificate regarding compliance of corporate governance conditions, obtained from the Practicing Company Secretary is annexed and marked as Annexure-2.

Pursuant to Regulation 34(2)(f) of the SEBI LODR Regulations, as amended, the Company has provided the Business Responsibility & Sustainability Report ("BRSR") detailing various initiatives of the Company in a separate section forms part of the Annual Report, which indicates the Company’s performance against the principles of the 'National Guidelines on Responsible Business Conduct’. This would enable the members to have an insight into the environmental, social and governance initiatives of the Company.

12. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the financial year under review and from the end of the financial year to the date of this Board’s Report, the following material changes have been occurred:

(a) The Company has entered into the transaction(s) on 24^th day of April 2025 with Reco Bellflower Private Limited, an affiliate of GIC Pte. Ltd., a leading global investment firm established in 1981 to secure Singapore’s financial future ("GIC" or "Investor"), in respect of three wholly-owned subsidiaries of the Company, i.e. Ascent Hotels Private Limited ("Ascent"), SAMHI JV Business Hotels Private Limited ("SAMHI JV") and Innmar Tourism and Hotels Private Limited ("ITHPL") (collectively, the "Target Companies") pursuant to which the Investor has made/ will make a (i) primary investment and subscription of equity instruments in one or more tranches so as to hold 35% (thirty-five percent) of the equity share capital (on a fully-diluted basis) of Ascent and ITHPL; and (ii) primary investment and subscription of

equity instruments in SAMHI JV along with the Company transferring the equity shares held by it in SAMHI JV to the Investor equivalent to ~14% (approx. fourteen percent) of the equity share capital (on a fully-diluted basis) of SAMHI JV, to bring aggregate shareholding of the Investor in SAMHI JV through the secondary purchase and the primary infusion to 35% (thirty-five percent) of the equity share capital (on a fully-diluted basis) of SAMHI JV.

The said transaction enables both the parties to explore additional growth opportunities in the upscale and higher segment to grow the joint venture portfolio in a 65 - 35 ratio. In line with this objective and as part of the said Transaction, the Company and the Investor have entered into an arrangement with respect to future acquisitions of upscale hotels and for any divestment of other upscale hotels owned by the Company through entities other than the Target Companies.

(b) On May 14, 2025, the Company entered into the Share Purchase Agreement with one of its wholly-owned subsidiaries, namely, Ascent Hotels Private Limited ("Ascent") and Vascon Engineers Limited, a company incorporated under the Companies Act, 1956, having its registered office at Vascon Weikfield Chambers, Behind Hotel Novatel, Opposite Hyatt Hotel, Pune Nagar Road, Pune, Maharashtra, India, 411014 ("Vascon") to record the terms for investing the funds of the Company in Ascent, to the tune of ' 45,00,00,467/- (Indian Rupees Forty Five Crore Four Hundred and Sixty Seven only) by way of secondary acquisition of 67,26,394 (sixty seven lacs twenty six thousand three hundred and ninety four) equity shares from Vascon.

(c) Further, the Company has subscribed to certain equity shares of Ascent each having a face value of ' 10/~ (Indian Rupees Ten only) on rights issue basis, to the tune of ' 125,00,00,000/- (Indian Rupees One Hundred and Twenty-Five Crore only) on May 14, 2025.

(d) On August 13, 2025, the Board approved and authorized to enter into and execute the Business Transfer Agreement ("BTA") and other ancillary documents on Company’s behalf with Deventure Hotel and Resorts Private Limited, a company incorporated under the laws of India, bearing CIN: U55101DL2010PTC205366 and having its registered office at 913, D-Mall, Netaji Subhash

Place, Delhi - 110034 ("DHRPL") to record the sale and transfer of its all the rights, titles and interests of Caspia Hotel situated at District Centre, Crossing, Outer Ring Road, opposite Galaxy Toyota, Haiderpur, Shalimar Bagh, New Delhi, Delhi - 110088, India ("Business Undertaking"), owned by the Company to DHRPL by way of a 'slump sale’ in accordance with the terms and subject to the conditions set forth in the said BTA.

(e) During the reporting financial year, the Company entered into the Term Sheet, sub-lease deed, maintenance agreement and other related documents, agreements, letters or declarations with Populus Realty Limited, a company incorporated under the Companies Act, 2013, having its registered office at Third Floor, Worldmark 2, Asset 8, Aerocity, NH-8, New Delhi-110037, India (hereinafter referred to as the "Sub-Lessor"), in connection with taking on sub-lease of the premises situated at 05^th Floor, Unit no. Office 11 of the Complex, Worldmark 4, Asset Area no. LP-1B-04, Gateway District, Delhi Aerocity, Near Indira Gandhi International Airport, New Delhi-110037, India, for the purpose of its registered & corporate office.

(f) The Board of the Company on October 28, 2025 has constituted the Investment Committee of the Board of Directors in compliance with the provisions of the Companies Act, 2013 read with rules framed thereunder, to the extent notified, effective and applicable & any other applicable law or enactment for the time being in force, duly considered and recommended by the Audit Committee of the Company.

(g) On October 28, 2025, the Board accorded its approval for restructuring of the entities within the group, i.e., transfer of an operating hotel (Fairfield by Marriott, Hyderabad) / business undertaking from Duet India Hotels (Hyderabad) Private Limited to Caspia Hotels Private Limited, through demerger via the Hon’ble National Company Law Tribunal ("Hon'ble NCLT") approval route, in compliance with the provisions of Section 230 of the Companies Act, 2013 read with rules provided thereunder, duly considered and recommended by the Audit Committee of the Company.

(h) The Board in its meeting held on January 12, 2026 approved to incorporate a wholly owned subsidiary company under the name and style of "SAMHI Skyline Private Limited" with an authorized share capital of ' 10,00,000/- (Indian Rupees Ten Lacs Only) comprising of 1,00,000 (one lac) equity shares of ' 10/- (Indian rupees ten only) each and subscribed capital of ' 1,00,000/- (Indian rupees one lac only) comprising of 10,000 (ten thousand) equity shares of ' 10/- (Indian rupees ten only) each.

(i) The Company has shifted its registered & corporate office address to "5^th Floor, Unit No. Office - 11, Worldmark 4, Asset Area No. LP-1B-04, Gateway District, Delhi Aerocity, Near Indira Gandhi International Airport, New Delhi - 110037, India", effective from February 02, 2026.

(j) On March 05, 2026, the Board approved to infuse the funds of the Company to acquire a 70% (seventy percent) partnership interest and share in the profits of RARE India, a partnership firm

existing under laws of India with its principal office situated at C-4/132, Basement, SDA, Hauz Khas, New Delhi - 110016 ("Firm") for an aggregate consideration of ' 47,39,00,000/- (Indian Rupees Forty Seven Crore and Thirty Nine Lacs only) and additionally to engage with Marriott International for a potential affiliation of Marriott’s global distribution system and the Firm.

(k) Post financial year and to the date of this Board’s Report, the Board of Directors of the Company approved to enter into the Shareholder’s Agreement(s) with Clean Max Nile Private Limited bearing CIN: U35105MH2024PTC434306 ("Clean Max Nile") for acquiring 49% (Forty Nine Percent) equity interest, by way of infusing ' 1,50,59,000/-(Indian Rupees One Crore Fifty Lacs Fifty-Nine Thousand only), to source the renewable energy through Solar (group captive) arrangement in some hotels owned by the Company’s subsidiary(ies) situated in Maharashtra, which enables the hotels to have a higher % of renewable energy offtake and have savings in annual utility costs.

(l) The Board in its meeting held on April 15, 2026 (i.e., post financial year and to the date of this Board’s Report), granted its approval to purchase by way of transfer, a total of 2,44,87,096 (Two Crores Forty Four Lacs Eighty Seven Thousand and Ninety Six) Compulsorily Convertible Cumulative Preference Shares ("CCCPS") of Duet India Hotels (Hyderabad) Private Limited ("Duet Hyderabad"), subsidiary of the Company held by another Company’s subsidiary, namely, Duet India Hotels (Pune) Private Limited ("Duet Pune"/

"Transferor"), for an aggregate consideration of ' 44,01,80,000/- (Indian Rupees Forty Four Crores One Lac and Eighty Thousand Only).

No other material changes apart from the above, which could affect the financial position of the Company, occurred between the end of the financial year of the Company to the date of this Board’s Report.

13. ANNUAL RETURN

As provided under Section 92(3) and 134(3)(a) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company is available on the website of the Company at https://samhi.co.in/ regulation-46-of-the-sebi-lodr-regulations/

14. STATUTORY AUDITORS

The Board of Directors of the Company at its meeting held on Thursday, July 03, 2025, considering the experience and expertise and based on the recommendation of the Audit Committee, has proposed to the Members of the Company, the appointment of M/s. Walker Chandiok & Co. LLR Chartered Accountants (Firm Registration No. 001076N/ N500013), as Statutory Auditors of the Company. Accordingly, the Members of the Company at their 15^th AGM of the Company held on August 04, 2025, had approved the appointment of M/s. Walker Chandiok & Co. LLR Chartered Accountants (Firm Registration No. 001076N/ N500013), as Statutory Auditors of the Company pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Act read with the rules framed thereunder, to hold office for a term of 05 (five) consecutive years from the conclusion of the said AGM till the conclusion of the 20^th AGM, on payment of such remuneration as may be mutually agreed upon between the Board of Directors and the Statutory Auditors, from time to time.

As required under the SEBI LODR Regulations, M/s. Walker Chandiok & Co. LLR has confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI and that they are not disqualified to continue as auditors of the Company.

The Report issued by the Statutory Auditors on the audited financial statements of the Company for the financial year ended March 31, 2026 along with its annexures, has been duly examined by the Board of Directors of the Company, which is self-explanatory and forms part of this Annual Report also.

The Auditor's Report on the audited financial statements for the financial year under review was issued with an unmodified opinion.

15. EXPLANATIONS OR COMMENTS ON AUDITOR'S QUALIFICATION/ RESERVATION/ ADVERSE REMARK/ DISCLAIMER

There is no reservation or observation or qualification or adverse remark or disclaimer of Statutory Auditors in their Report. The relevant notes to accounts in their Report are self-explanatory and therefore do not require further explanation pursuant to Section 134(3)(f)(i). Further, no fraud has been reported by the auditors in their report.

16. SECRETARIAL AUDITORS, ANNUAL SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT

The Board of Directors at its meeting held on Thursday, July 03, 2025 considering various factors such as industry experience, technical skills, audit quality reports, etc., has proposed to the Members of the Company, the appointment of M/s. T. Sharad & Associates, Company Secretaries (Firm Registration No.: UCN S2004DE845800 & Peer Review Certificate No. 1746/2022), as Secretarial Auditors of the Company in accordance with Regulation 24A of the SEBI LODR Regulations, as amended vide SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, and in terms of the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time. Accordingly, the Members of the Company at their 15^th AGM of the Company held on 04^th day of August 2025, had approved the appointment of M/s. T. Sharad & Associates, Company Secretaries (Firm Registration No.: UCN S2004DE845800 & Peer Review Certificate No. 1746/2022) ("Practicing Company Secretary"), as Secretarial Auditors of the Company to hold the office for a term of 05 (five) consecutive years commencing from the conclusion of the said AGM till the conclusion of the 20^th AGM, on payment of such remuneration as may be mutually agreed upon between the Board of Directors and the Secretarial Auditors, from time to time.

M/s. T. Sharad & Associates, has confirmed that they do not incur any disqualification specified under SEBI Circular No. SEBI/HO/CFD/CFD-RoD/CIR/R/2024/185

dated December 31, 2024 to continue at secretarial auditors and that they shall not render any restricted

services stated therein to the Company, its subsidiary company(ies) to ensure independence and avoid conflict of interest. In addition to the Secretarial Audit, M/s. T. Sharad & Associates shall provide such other services in the nature of certifications and other professional work, as approved by the Board of Directors.

In terms of Section 204(1) of the Act read with rule no. 9 of the Companies Appointment, and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A(1) of the SEBI LODR Regulations, the Company has obtained a Secretarial Audit Report for the financial year 2026 from Practicing Company Secretary, confirming compliances by the Company of all the provisions of applicable corporate laws, forming part of this Board’s Report as Annexure-3.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. Also, the Annual Secretarial Compliance Report for the financial year ended March 31,2026 in accordance with Regulation 24A(2) of the SEBI LODR Regulations, was obtained from Practicing Company Secretary and was accordingly submitted to both the stock exchange(s),

i.e., BSE Limited and National Stock Exchange of India Limited, within the timeframe prescribed.

Pursuant to Regulation 24A(1) of the SEBI LODR Regulations, the Secretarial Audit Report of the Company’s material unlisted Indian subsidiary(ies) for the financial year 2026 has also been obtained by the Company from Practicing Company Secretary and are annexed to this Board’s Report as Annexure-3A.

17. ANNUAL BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of the Act read with rules made thereunder and Regulation 17(10) of the SEBI LODR Regulations, the Board of Directors has carried out an annual evaluation of its own performance including that of its Committees (wherein the concerned director being evaluated did not participated).

Further, to comply with the provisions specified under Regulation 25(4) of the SEBI LODR Regulations, the Non-Executive and Independent Directors ("NEIDs") also evaluated the performance of the Non-Executive and Non-Independent Directors ("NENIDs"), Chairman and Board as a body at a separate meeting of the NEIDs held on March 26, 2026.

18. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR'S UNDER SECTION 143(12) OF THE ACT

Pursuant to section 134(3)(ca), no incident of fraud has been reported by the Auditors of the Company under section 143(12) of the Act.

19. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEE(S)/ PERSONNEL(S)

Your Directors place on record their appreciation for the significant contribution made by all employee(s)/ personnel(s) for the continued growth of the business.

The statement including the details of employees as required to be furnished in accordance with the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are set out in Annexure-4 to this Board’s Report.

The details pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-5 to this Board’s Report.

20. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(3)(c) & (5) of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

a. that in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. that appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the State of Affairs as at March 31,2026 and of the Profit of your Company for the financial year ended March 31,2026;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts for the financial year ended March 31, 2026 have been prepared on a going concern basis;

e. that the Directors have laid down Internal Financial Controls which were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

21. COST AUDITORS AND MAINTENANCE OF COST RECORDS AS PER SECTION 148(1) OF THE ACT READ WITH APPLICABLE RULES

The requirements of Cost Audit and maintenance of cost records as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

22. TRANSFER TO GENERAL RESERVE

During the financial year 2026, no amount was transferred to the General Reserve.

23. DIVIDEND

Your directors do not recommend any dividend for the period under review.

24. PUBLIC DEPOSITS

The Company has not accepted/ renewed any deposits during the financial year under review. Further, no deposits remain unpaid or unclaimed as at the end of the financial year and there has been no default in repayment of deposits or payment of interest thereon during the financial year under review.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or courts or tribunals having an impact on the future operations of the Company or its going concern status.

26. LOANS, GUARANTEES AND INVESTMENTS

During the financial year 2026, the Company has complied with the provisions stipulated under section 186 of the Act read with relevant rules made thereunder, the details of investments made under section 186 of the Act also form part of the notes to the financial statements provided in this Annual Report.

Pursuant to Section 186(11 )(a) of the Act, the services provided by your Company is covered under the definition of 'Infrastructure facilities’ as given in Schedule VI (point 5) of the Act, and hence, the provisions of Section 186 of the Act with respect to Loans and Guarantees are not applicable to the Company.

27. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions pursuant to Section 188(1) of the Act that were entered into during the financial year were on an arm’s length basis and in the ordinary course of business. There were no materially significant related party transactions made by your Company with its Directors or other designated person(s) which might have a potential conflict with the interest of the Company at large. All related party transactions during the financial year which were not in the ordinary course of business between the Company and its wholly owned subsidiary(ies) including step-down subsidiary(ies) were approved by the Board.

Pursuant to the provisions of section 188 read with 134(3)(h) of the Act read with the Companies (Accounts) Rules, 2014 and Regulation 23 of the SEBI LODR Regulations, the Report of the Board containing the particulars of contracts or arrangements with related parties, as per Form AOC-2 is enclosed with this Board’s Report as Annexure-6.

The Company is also complying with the provisions provided under Regulation 23(9) of the SEBI LODR Regulations, and accordingly, the disclosure of Related Party Transactions has been submitted on a half-yearly basis with the stock exchange(s), within the timelines prescribed.

28. POLICIES• Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy which lays down the criteria for appointments, evaluation of performance of Directors and remuneration of Directors, KMP Senior Management Personnel and other employees. The Nomination and Remuneration Policy is attached as Annexure-7 to this Board’s Report, which is also available on the website of your Company at https://samhi.co.in/wp-content/uploads/2025/07/Nomination-and-Remuneration-Policy.pdf

• Corporate Social Responsibility (CSR) Policy

The Company has in place CSR policy, formulated in terms of provision of section 135(4) of the Act read with rules framed thereunder, which is available on the website of your Company at https://samhi. co.in/wp-content/uploads/2025/07/Corporate-Social-Responsibility-Policy.pdf

The annual report on CSR Activities for the financial year under review as required under Section 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 read with Rule 9 of the Companies (Accounts) Rules, 2014 is attached as Annexure-8 to this Board’s Report.

• Vigil Mechanism/ Whistle Blower Policy

Pursuant to Section 177(9) & (10) of the Act read with rules framed thereunder and the SEBI LODR Regulations, the Board of Directors of the Company has constituted a Vigil Mechanism/ Whistleblower Vigilance Policy setting out the mechanism available to employees and directors to address genuine concerns and grievance they may have relating to the violation of the code or otherwise in relation to the legality, ethics, honesty or integrity of any actions being undertaken by other persons engaged with the Company in any capacity.

The Company has uploaded its Vigil Mechanism/ Whistleblower Vigilance Policy on its website https://samhi.co.in/wp-content/ uploads/2025/07/Whistle-Blower-Policy.pdf

• Constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, your Company has formulated a policy to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment, which has been circulated to all the employees. This policy shall also be applicable to all the subsidiary(ies) including step-down subsidiary(ies) of your Company.

The Company has an Internal Complaints Committee ("ICC") at corporate level and individual hotels which are being managed by international

operator, i.e., Marriott, have also constituted their respective ICCs. As on March 31, 2026, the ICC at corporate level consisted of the following members:

i. Ms. Tanya Chakravarty, Presiding Officer

ii. Ms. Anamika Chandola, Member

iii. Ms. Iram Naaz Anand, Member

iv. Mr. Rajat Mehra, Member

v. Mr. Amitabh Neehar, External Member (representing Aware Citizen Foundation)

Your Company had carried out an awareness/ orientation programme for ICC members as well as for the employees to explain them how to recognize, prevent and report sexual harassment. The employees have also been imparted with the requisite training to sensitize them with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 read with relevant rules made thereunder.

The Anti-Sexual Harassment Policy of the Company is made available on the website of Company https://samhi.co.in/wp-content/ uploads/2025/07/Anti-Sexual-Harassment-Policy.pdf

Your directors have been informed that the ICC has not received any complaints of sexual harassment during the financial year under review and below are the details regarding the same:

• Risk Management Policy

An effective Risk Assessment process is the cornerstone of any effective safety management system. In turn a Safety Statement is a description of the organization’s manner of securing safety and records in detail the risk assessments carried out.

The Company recognizes the importance of risk management and has formed a risk management committee pursuant to the requirements of the Act

and Regulation 21 of the SEBI LODR Regulations and has also developed a comprehensive Risk Management Policy, which seeks to minimize risks in the activities of the Company. This Policy shall also be applied/ implemented to all the subsidiary(ies) of your Company. The periodical update on the risk assessment detailing the internal and external risks, management practices and mitigation plan is presented to the Audit Committee and Board of Directors of the Company for their review.

There are no risks which in the opinion of the Board threaten the existence of the Company. The Company has uploaded its Risk Management Policy on its website https://samhi.co.in/wp-content/uploads/2025/07/Risk-Management-Policy.pdf

• Dividend Distribution Policy

As per Regulation 43A of the SEBI LODR Regulations, as amended from time to time, the Dividend Distribution Policy is available on the Company’s website at https://samhi.co.in/ wp-content/uploads/2025/07/SHPI -Dividend-Distribution-Policy.pdf

29. ADEQUACY OF INTERNAL CONTROL SYSTEMS RELATED TO FINANCIAL STATEMENTS

The Company conducts its internal audit within the parameters of regulatory framework which is well commensurate with the size, scale and complexity of operations. The internal controls have evolved, installed, reviewed, and upgraded periodically.

M/s. Ernst and Young LLP ("EY") acts as the Internal Auditor(s) of the Company to conduct internal audit covering all areas of operations.

The Company has an Audit Committee headed by a Non-Executive and Independent Director inter-alia, to oversee the Company’s financial reporting process, disclosure of financial information, performance of statutory and internal auditors, functions, internal control systems, related party transactions, investigation relating to suspected fraud or failure of internal audit control, to name a few, as well as other areas requiring mandatory review as per Regulation 18(3) of the SEBI LODR Regulations. The Audit Committee reviews the performance of the audit and gives recommendations to the Management, as may be necessary/ considered appropriate.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under Section 134(3) (m) of the Act, read with rules made thereof, is annexed hereto as Annexure-9 and forms an integral part of this Board’s Report.

31. SHARE CAPITAL STRUCTURE

(a) Authorized Share Capital

The Authorized Share Capital of your Company as on March 31, 2026 stands at ' 25,00,00,000/-(Indian Rupees Twenty-Five Crores only) divided into 25,00,00,000 (Twenty-Five Crores) equity shares of ' 1/- (Indian Rupee One) each.

(b) Issued, Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up share capital of the Company as on March 31, 2026 is ' 22,21,34,736/- (Indian Rupees Twenty-Two Crore Twenty-One Lacs Thirty-Four Thousand Seven Hundred Thirty-Six only), divided into 22,21,34,736 (Twenty-Two Crore Twenty-One Lacs Thirty-Four Thousand Seven Hundred Thirty-Six) equity shares of ' 1/- (Indian Rupee One) each.

During the financial year under review and from the end of the financial year to the date of this Board’s Report, the eligible employee(s) has exercised the stock options granted to them and accordingly, the ESOPs were allotted to them with the approval of the Board of the Company. The details of the allotment of 9,28,582 equity shares made by the Company are given hereunder:

(c) Sweat Equity Shares

No sweat equity shares were issued during the financial year. Thus, the disclosure as per Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

(d) Buy-back of securities

The Company has not bought back any of its securities during the financial year under review.

The applicable disclosures as stipulated under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 with regard to Employee’s Stock Option Plan of the Company are given herein below and the information required under Regulation 14 of the SEBI (SBEBSE) Regulations is available at the Company’s website https://samhi.co.in/

Pursuant to Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 the following details of the ESOP Scheme are annexed and marked as Annexure-10.

32. SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with the 'Secretarial Standards on Board and General Meetings’ issued by The Institute of Company Secretaries of India.

33. CORPORATE INSOLVENCY RESOLUTION PROCESS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 ("IBC")

During the financial year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the IBC, as amended, before the National Company Law Tribunal or other Courts.

34. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF Not Applicable.

35. UTILIZATION OF PROCEEDS OF IPO

Pursuant to Regulation 32 of the SEBI LODR Regulations, the details of utilization of proceeds of IPO including deviation or variation, if any, for the financial year under review, is given herein below:

36. COMPLIANCE OF THE MATERNITY BENEFIT ACT, 1961

The Company is in compliance of the provisions relating to the Maternity Benefit Act, 1961.

37. ACKNOWLEDGEMENT

Your Directors take this opportunity of recording their appreciation for the active support and help extended by the Company’s Investors, Bankers and Employees and all other partners.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.