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 shares have been reserved for issue under options & contracts/commitments for sale of shares/disinvestment as at the Balance Sheet date;

(iii) During the year-ended 31st March 2023, the Company issued 57,63,899 equity shares of Rs 10/- as Bonus to its shareholders in the ratio of one equity share of Rs. 10 each for every two equity shares of Rs.10 each held as on the record date, i.e. 7th October, 2022.

(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) No securities convertible into equity/preference shares have been issued by the Company during the year;

(vi) No calls are unpaid by any directors or officers of the Company during the year.

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

Amount of retained earnings represents accumulated profit and losses of the Company as on reporting date. Such profi ts 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 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 has arisen out of measuring equity instruments through Other Comprehensive Income (OCI).”

(a) Security Clause.

The Facility, all interest, additional interest, penal interest, thereon, costs, charges, expenses and all other monies in respect of

the Facility shall be secured by:

- First charge by way of Mortgage over entire piece and parcel of land ad-measuring ~ 6.0047 acres bearing plot number 1 in Block JA, under Sec-3, Bidhannangar in the District-North 24 Parganas, Kolkata, West Bengal - 700106, along with Structure (Hotel property named as Hyatt Regency Kolkata and any additional area, FSI available), including all borrower's development rights, title, interest of the borrower on the property, claims, benefits, the amenities and car parking's thereon, both present and future;

- First charge by way of hypothecation of entire moveable fixed assets exclusively financed by other Borrower (excluding vehicles and assets exclusively financed by other banks/FIs currently), including all loans and advances, accounts, insurance proceeds, receivables and ICD to Group companies, both present and future of the company;

- Pari-passu charge of entire Current assets of the Borrower (both present and future);

- Demand Promissory Note for Overdraft Limit.

(b) Terms of Repayment(i) For Axis Finance Limited

The loan is repayable in 60 structured Quarterly Instalments being:

4 Quarterly instalments of Rs. 60,00,000 each commenced from 30th April, 2024 and ended on 31st January, 2025;

1 Quarterly instalment of Rs. 72,00,000 for 30th April, 2025;

3 Quarterly instalments of Rs. 96,00,000 each commenced from 31st July, 2025 and ended on 31st January, 2026;

30. Scheme of Arrangement

During the previous financial year, the Scheme of Arrangement for Demerger and Reduction of Capital (the “Scheme”) filed by the Company and its erstwhile wholly owned subsidiary, Robust Hotels Private Limited (“RHPL”) (the “resulting company”) now known as Robust Hotels Limited (“RHL”), had been approved by the Honourable NCLT Chennai Bench and Kolkata Bench vide order dated 24th January, 2022 and 5th September, 2022 respectively. The said NCLT order was filed with the Registrar of Companies by the Company and RHPL on 21st September, 2022 thereby making the Scheme effective. Accordingly, all the assets and liabilities of the Securities Trading Unit of the Company were transferred and vested into Resulting company, Robust Hotels Private Limited with effect from 21st September, 2022 being the appointed date as per the Scheme.

A summary of key financial information in respect of the Securities Trading Unit in respective periods is given below:

Fair value hierarchy

This section explains the estimates and judgements made in determining the fair values of Financial Instruments that are measured at fair value and amortised cost and for which fair values are disclosed in financial statements. To provide an indication about reliability of the inputs used in determining the fair values, the company has classified its financial instruments into the three levels prescribed under accounting standards. An explanation of each level follows underneath the table:

Level 1 : includes financial Instrument measured using quoted prices (unadjusted) in active markets for identical assets and liabilities that the entity can access at the measurement date.

Level 2 : Includes financial Instruments which are not traded in active market but for which all significant inputs required to fair value the instrument are observable. The fair value is calculated using the valuation technique which maximises the use of observable market data.

Level 3: Includes those instruments for which one or more significant input are not based on observable market data.

The following table presents fair value hierarchy of assets and liabilities measured at fair value as of March 31,2024:

The carrying amount of cash and cash equivalents, other bank balances, trade receivables, loans, other financial assets, trade payables and other financial liabilities are considered to be the same as their fair value due to their short term nature and are close approximation of fair value.

The Company's investment in the equity shares of its subsidiaries is recognised at cost.

33. 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 changes in market prices such as foreign exchange rates and equity prices will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

a) 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.

The following table analyses foreign currency risk from financial instruments as of 31st March 2024 and 31st March 2023.

b) Other Market Price Risks

The Company's exposure to equity securities price risk arises from investments held by the Company and classified in the balance sheet as fair value through Other Comprehensive Income and Fair value through profit/loss. If the equity prices of quoted investments are 1% higher/ lower, the Other Comprehensive Income for the year ended March 31, 2024 would increase/ decrease by NIL (for the year ended March 31, 2023: increase/ decrease by NIL) and profit or loss for the year ended March 31, 2024 would increase/ decrease by Rs 0.44 lakhs (for the year ended March 31,2023: increase/ decrease by NIL)

c) Liquidity risk

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

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.

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.

34. 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 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 using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, loans and borrowings, less cash and cash equivalents.

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 in the current period.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31st March 2024 and 31st March 2023.

35. Gratuity and other post-employment benefit plans

The Company has classified the various benefits provided to employees as under:-

a) Defined contribution plans

i. Provident fund

b) Defined benefit plans

i. Contribution to Gratuity fund

ii. Compensated absences Earned leave

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 discount rate and salary increase assumed are key financial assumptions and should be considered together; it is the difference or ‘gap' between these rates which is more important than the individual rates in isolation.

Discount Rate

The discounting rate is based on the gross redemption yield on medium to long-term risk free investments. For the current valuation a discount rate of 7.25 % p.a. compound, has been used.

Salary Escalation Rate

The salary escalation rate usually consists of at least three components, viz. Regular increments, price inflation and promotional increases. In addition to this any commitments by the management regarding future salary increases and the Company's philosophy towards employee remuneration are also to be taken into account. Again, a long- term view as to the trend in salary increase rates has to be taken rather than be guided by the escalation rates experienced in the immediate past, if they have been influenced by unusual factors.

1. 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.

2. The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market.

3. The gratuity plan and earned leave is unfunded.

Demographic assumptions:

a. Retirement age : 58 years

b. Mortality rate : Published rates under Indian Assured Lives Mortality (IALM) Ultimate table Description of Risk Exposures:

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company is exposed to various risks as follow :-

a) Salary Increases- Actual salary increases will increase the Plan's liability. Increase in salary increase rate assumption in future valuations will also increase the liability.

b) Investment Risk - If Plan is funded then assets liabilities mismatch & actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability.

c) Discount Rate : Reduction in discount rate in subsequent valuations can increase the plan's liability.

d) Mortality & disability - Actual deaths & disability cases proving lower or higher than assumed in the valuation can impact the liabilities.

e) Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact Plan's liability.

(i) The Company declared and paid a dividend of 25% for the FY 2022-23.

(ii) The Board has recommended a final dividend of Rs 2.50 per equity share (25%), subject to the approval of members in the ensuing Annual General Meeting. The dividend proposed is in accordance with section 123 of the Companies Act, 2013, as applicable.

39. 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 19.70 lakhs.

Since, the lease is an operating lease and not a finance lease, the Company is duly accounting the rental income in their books as per the requirements of Ind AS 116 which says that the lease rental in case of an operating lease should be recorded in a systematic manner over the period of the lease term.

The Company had entered into leave & license agreement for office premises in New Delhi. The lease agreements were made for specific period as per agreement. Lease payments paid are recognized in the Statement of Profit & Loss for the year ended amounted to Rs 15 lakhs for the period 01-04-2023 to 30-04-2023. The said leave & license agreement was terminated w.e.f. 1^st May, 2023. Thus, there will be no future Payments for operating lease.

40. Corporate social responsibility (CSR) expenditure

As per section 135 of the Companies Act, 2013 and rules therein, the respective company incorporated in India are required to spend atleast 2% of average net profit of past 3 years towards Corporate Social Responsibility (CSR) subject to the applicability of the said section. Details of CSR expenditures as certified by the management of the company are as follows:-

41. As the Company is primarily engaged in only one segment of Hotel operation business, the disclosures of Segment reporting as required under Ind AS - 108 “Operating Segments” are not applicable, and thus has been discontinued from the current financial year.

42. Contingent Liabilities:

Notes:

(i) Against above, for the Income Tax case pertaining to AY 2015-16, the company had deposited Rs 19 lakhs in the previous year, under protest.

(ii) Against above, for the Income Tax case pertaining to AY 2020-21, the company has deposited Rs 75 lakhs in the current year, under protest.

Code of Conduct :

Code on Social Security, 2020: The date of implementation of the Code on Social Security, 2020 (‘the Code') relating to employee benefits is yet to be notified by the Government and when implemented will impact the contributions by the Company towards benefits such as Provident Fund, Gratuity etc. The Company will assess the impact of the Code and give effect in the financial results when the Code and Rules thereunder are notified.

44. (i) Exceptional items for the year-ended 31^st March 2024 represents reversal of provision for VAT amounting to Rs 815.54 lakhs

relating to a demand by the WBVAT department which was quashed by the West Bengal Tax Tribunal (WBTT) by an order dated 04-08-2023.

(ii) Exceptional items for the year-ended 31^st March 2023 represents gain on sale of 100% shares of Regency Convention Centre & Hotels Limited (RCC) to Mumbai International Airport Limited (MIAL).

45. Saraf group through its company Robust Hotels Ltd. (RHL), one of the major shareholder of Asian Hotels (West) Limited (“AHWL”) entered into an agreement with AHWL and the other promoters of AHWL, to provide short term interest bearing loan to AHWL, which was under Corporate Insolvency Resolution Process to enable it to repay its existing debts in terms of the proposal submitted under section 12A of the Insolvency and Bankruptcy Code, 2016, before the Hon'ble National Company Law Appellate Tribunal for withdrawal of an insolvency application against it.

In order to execute the above agreement, Saraf group through its company Asian Hotel (East) Limited (AHEL) has formed a wholly owned subsidiary Novak Hotels Pvt Ltd. (“Novak”) on 01-11-2023. Novak has borrowed Rs. 37,536.50 lakhs from various companies in the Saraf group, including interest bearing short-term loan of Rs. 19,525.08 lakhs from AHEL for onward submission of the agreed amount with Hon'ble National Company Law Appellate Tribunal as per the proposal submitted. The said loan would be treated as short term loan to AHWL as per the framework agreement entered by RHL.

Further, the above loan given by Novak has been secured through a charge/lien over the property of AHWL.

46. In accordance with the Indian Accounting Standard on “Related Party Disclosures” (IndAS - 24), the disclosures in respect of Related Parties and transactions with them are as follows: -

Definitions

Current liabilities - Current liabilities are a Company's short-term financial obligations that are due within one year or within a normal operating cycle.

Current assets - Current assets represent all the assets of a company that are expected to be conveniently sold, consumed, used, or exhausted through standard business operations with one year.

Capital employed - Capital employed, also known as funds employed, is the total amount of capital used for the acquisition of profits by the Company.

Shareholder’s equity - Shareholder's equity, also referred to as stockholders' equity, is the shareholder's residual claim on assets after debts have been paid. Shareholder equity is equal to a Company's total assets minus its total liabilities.

Total Debt - Debt represents monies borrowed by the Group.

EBIT - EBIT stands for Earnings Before Interest and Taxes and is one of the last subtotals in the income statement before net income.

Equity - Equity, typically referred to as shareholders' equity (or owners' equity for privately held companies), represents the amount of money that would be returned to a company's shareholders if all of the assets were liquidated and all of the company's debt was paid off in the case of liquidation.

COGS - Cost of goods sold (COGS) refers to the direct costs of producing the goods sold by a company. COGS majorly include the cost of the materials and labour directly used to create the good.

48. Pursuant to the provisions of Section 124 & 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), Rs. 4.47 lakhs and 9,224 shares have been transferred to the IEPF for the dividend declared in the financial year ended 2015-16 and the respective shares whose dividend remained unpaid or unclaimed for seven consecutive years. Further, Rs. 0.08 lakhs of F.Y 2015-16 and its 4,130 shares of F.Y 2015-16 being restrained shares could not be transferred to the IEPF pursuant to Rule 6(3)(b) of the Rules, the due date of transfer of which was September 15, 2023.

49. Estimated amount of Capital Contracts pending to be executed (Net of Advances) - Rs 19.31 lakhs (Previous Year - Rs. 132.66 lakhs)

50. Notes on number of Layer Companies

The Company has complied with the number of layers prescribed under clause 87 of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

51. Relationship with Struck off Companies

The Company do not have any transactions with company's struck off during the period ending 31st March, 2024 and also for the period ending 31st March, 2023.

52. Utilization of borrowed funds

The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding, that the intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).

The Company has not received any fund from any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding that the Company shall whether, 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 to or on behalf of the Ultimate Beneficiaries.

53. Details of Benami Property held

The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company during the period ending 31st March, 2024 and also for the period ending 31st March, 2023 for holding any Benami property.

54. Registration of charges or satisfaction with Registrar of Companies (ROC)

The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period, during the period ending 31st March, 2024 and also for the period ending 31st March, 2023.

55. Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto currency or Virtual Currency during the period ended 31st March, 2024 and also for the period ended 31st March, 2023.

56. Previous Year figures have been regrouped / reclassified, wherever necessary.