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Advent Hotels International Ltd. ಖಾತೆಯ ಉಪಯುಕ್ತ ಮಾಹಿತಿ
2.10 Provisions
Provisions are recognised when the Company has a present obligation as a result of a past event, the Company has a legal or constructive
obligation; it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the
amount. Provisions are measured at the best estimate of the expenditure required to settle the obligation at the reporting date. Where the
effect of the time value of money is material, the provision is carried at the present value of the cash flows estimated to settle the obligations.
2.11 Contingent Liabilities and Contingent Assets
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed
only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present
obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or
a reliable estimate of the amount cannot be made.
2.12 Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, balances with banks and short-term deposits with original maturities of three months or
less.
Cash flows are reported using indirect method, whereby net profits before tax is adjusted for the effects of transactions of a non-cash
nature and any deferrals or accruals of past or future cash receipts or payments and items of income or expenses associated with investing
or financing cash flows. The cash flows from regular revenue generating (operating activities), investing and financing activities of the
Company are segregated based on the available information.
Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holders of the Company by the weighted
average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the year
are adjusted for events including a bonus issue, bonus element in right issue to existing shareholders, share split, and reverse share split
(consolidation of shares).
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders of the
Company and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential
equity shares.
2.15 Common control business acquistion
The acquisition of business under common control is accounted for using the Pooling of Interests Method in accordance with Appendix C to
Ind AS 103, Business Combinations.
(i) Assets, liabilities and reserves of the acquired business are recognised at their existing carrying amounts as appearing in the books
of the demerged entity.
(ii) Shares held by the demerged entity in the Company, if any, are cancelled upon acquisition.
(iii) The difference between the carrying amount of net assets acquired, the face value of shares cancelled as referred to in above, and
the amount of share capital issued to the shareholders of the demerged entity is recognised in Capital Reserve.
(iv) The financial statements are restated to include the financial information of the acquired business from the beginning of the financial
year, as if the acquisition had occurred on that date.
2.16 Employee Benefits(i) Short term employee benefits
Short term employee benefits are expensed in the period in which the employee renders the related service on an undiscounted
basis. A liability is recognised for the amount expected to be paid if the Company has a present legal or constructive obligation to pay
this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
(ii) Post Employment Benefits
Defined contribution plans
The defined contribution plan is post employment benefit plan under which the Company contributes fixed contribution to a
government administered fund and will have no legal or constructive obligation to pay further contribution. The Company''s defined
contribution plan comprises of Provident Fund and Labour Welfare Fund. The Company''s contribution to defined contribution plans
are recognised in the statement of profit and loss in the period in which the employee renders the related services.
Provision for Gratuity is recorded on the basis of actuarial valuation certificate provided by the actuary using Projected Unit Credit
Method.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method.
When the calculation results in a potential asset for the Company, the recognised asset is limited to the present value of economic
benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the
present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Any changes in the liabilities over the year due to changes in actuarial assumptions or experience adjustments within the plans, are
recognised immediately in âOther comprehensive income'' and subsequently not reclassified to the Statement of Profit and Loss.
Net interest expense /(income) on the defined liability / (assets) is computed by applying the discount rate, used to measure the net
defined liability / (asset). Net interest expense and other expenses related to defined benefit plans are recognised in the Statement
of Profit and Loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the
gain or loss on curtailment is recognised immediately in the Statement of Profit and Loss. The Company recognises gains and losses
on the settlement of a defined benefit plan when the settlement occurs.
Company''s liability towards compensated absences is determined by an independent actuary using Projected Unit Credit Method.
Past services are recognised on a straight line basis over the average period until the benefits become vested. Actuarial gains and
losses are recognised immediately in the Statement of Profit and Loss as income or expense. Obligation is measured at the present
value of the estimated future cash flows using a discounted rate that is determined by reference to the market yields at the Balance
Sheet date on Government Bonds where the currency and terms of the Government Bonds are consistent with the currency and
estimated terms of the defined benefit obligation. Accumulated leave which is expected to be utilised within the next 12 months is
treated as short term employee benefit and is shown under current provision in the balance sheet.
Income Tax expense comprises current and deferred tax. It is recognised in Statement of Profit and Loss except to the extent that it relates
to items recognised directly in Equity or in Other Comprehensive Income.
Current tax in the statement of Profit and Loss is provided as the amount of tax payable in respect of taxable income for the period
using tax rates and tax laws enacted during the period, together with any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amount of assets and liabilities for financial
reporting purposes and its tax base.
A deferred tax liability is recognised based on the expected manner of realisation or settlement of the carrying amount of assets and
liabilities, using tax rates enacted, or substantively enacted, by the end of the reporting period.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused
tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except, when
the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable
profit or loss.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable
that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognised deferred tax
assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits
will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or
the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised
in correlation to the underlying transaction either in OCI or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current
tax liabilities.
Other income is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be
measured reliably.
(a) Management fee income is recognised in accordance with the terms of the underlying agreements and is measured based on the
value of management and corporate support services rendered to subsidiaries and group entities. Income is recognised over the
period in which the related services are provided.
(b) Interest income is recognised using the effective interest rate (EIR) method.
(c) Profit or loss on sale of investments is recognised upon transfer of control and is measured as the difference between the sale
consideration and the carrying amount of the investment. Gains arising on modification or extinguishment of financial liabilities are
recognised in the Statement of Profit and Loss upon derecognition or substantial modification of the respective liabilities
(d) Sundry balances written back are recognised when the related obligations cease to exist.
Exceptional items are those material items of income or expense which, by virtue of their size, nature or incidence, are considered relevant
for an understanding of the Company''s financial performance. Such items are disclosed separately in the Statement of Profit and Loss to
facilitate comparison of the Company''s underlying financial performance from period to period.
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another
entity.
(i) Financial AssetsInitial Recognition and Measurement
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or
loss, transaction costs that are attributable to the acquisition of the financial asset.
Subsequent Measurement
For purposes of subsequent measurement, financial assets are classified in three categories:
⢠Financial assets at amortized cost
⢠Financial assets measured at fair value through other comprehensive income (FVOCI)
⢠Financial assets measured at fair value through profit and loss (FVTPL)
Financial Assets at Amortized Cost
A financial asset is measured at the amortized cost if both the following conditions are met:
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest
(SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate
(EIR) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or
costs that are an integral part of the EIR.
A financial asset that meets the following two conditions is measured at fair value through other comprehensive income unless
the asset is designated at fair value through profit or loss under the fair value option.
⢠Business model test: The financial asset is held within a business model whose objective is achieved by both collecting
contractual cash flows and selling financial assets.
⢠Cash flow characteristics test: The contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding.
Even if an instrument meets the two requirements to be measured at amortised cost or fair value through other comprehensive
income, a financial asset is measured at fair value through profit or loss if doing so eliminates or significantly reduces a measurement
or recognition inconsistency (sometimes referred to as an "accounting mismatch") that would otherwise arise from measuring assets
or liabilities or recognising the gains and losses on them on different bases.
All financial assets which are not measured on amortised cost and FVTOCI are measured at fair value through profit or loss.
For equity instruments not held for trading, an irrevocable choice is made on initial recognition to measure it at FVTOCI. All fair value
changes on such investments, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to profit
or loss, even on sale or disposal of the investment. However, on sale or disposal the Company may transfer the cumulative gain or
loss within equity.
Investments in associates, subsidiaries and joint ventures entities
Investments in subsidiaries, associates and joint ventures are carried at cost less accumulated impairment losses, if any or in
accordance with Ind AS 109 - Financial Instruments. The accounting policy is applied for each category of investments.
Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its
recoverable amount. On disposal of investments in subsidiaries, associates and joint venture, the difference between net disposal
proceeds and the carrying amounts are recognised in the Statement of Profit and Loss.
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised
(i.e. removed from the Company''s statement of financial position) when:
i) The rights to receive cash flows from the asset have expired, or
ii) The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received
cash flows in full without material delay to a third party under a "pass-through" arrangement and either;
a. the Company has transferred substantially all the risks and rewards of the asset, or
b. the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred
control of the asset.
If the Company retains substantially all the risks & rewards of ownership of a transferred financial asset, the Company continuous to
recognise the financial asset & also recognised a collateralised borrowings for the proceeds received.
Impairment of financial assets
The Company applies the expected credit loss (ECL) model for measurement and recognition of impairment loss on the following
financial assets and credit risk exposures:
⢠Fair value through other comprehensive income
⢠Financial assets at amortized cost.
⢠Financial guarantee contracts.
The Company follows âsimplified approach'' for recognition of impairment loss allowance on trade receivables. Under this approach
the Company does not track changes in credit risk but recognizes impairment loss allowance based on lifetime ECLs at each
reporting date. For this purpose the Company uses a provision matrix to determine the impairment loss allowance on the portfolio of
trade receivables. The said matrix is based on historically observed default rates over the expected life of the trade receivables duly
adjusted for forward looking estimates.
For recognition of impairment loss on other financial assets and risk exposures, the Company determines whether there has been
a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month expected credit
loss(ECL) is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a
subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since
initial recognition, then the Company reverts to recognizing impairment loss allowance based on 12-month ECL.
For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of shared credit
risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be
identified on a timely basis.
Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument.
The 12-month ECL is a portion of the lifetime ECL which results from default events on a financial instrument that are possible within
12 months after the reporting date.
ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash
flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. The ECL impairment loss allowance (or
reversal) recognised during the period in the statement of profit and loss and the cumulative loss is reduced from the carrying amount
of the asset until it meets the write off criteria, which is generally when no cash flows are expected to be realised from the asset.
(ii) Financial LiabilitiesInitial Recognition and Measurement
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly
attributable transaction costs. The Company''s financial liabilities include trade and other payables, loans and borrowings including
bank overdrafts, financial guarantee contracts.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing
financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated as the Derecognition of the original liability and the recognition of
a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
(iii) Offsetting of Financial Instruments:
Financial assets and financial liabilities are offset and the net amount is reported in the Balance Sheet if there is a currently enforceable
legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise an asset and settle the liabilities
simultaneously.
The Ministry of Corporate Affairs (âMCAâ) issues new standards and amendments to existing standards under the Companies (Indian
Accounting Standards) Rules, from time to time. Ind AS that has been issued but is not yet effective is mentioned below:
Amendments to Ind AS 1, effective from April 1,2026, clarify the classification of liabilities as current or non-current, including liabilities subject
to covenants. The amendments specify that classification is based on rights existing at the reporting date, unaffected by management''s
expectations, and that the right to defer settlement for at least twelve months must exist and have substance as at that date. They also require
additional disclosures where liabilities are subject to covenants to be complied with after the reporting period. Based on its assessment, the
Company does not expect any material impact on the classification of its liabilities.
3 Significant Accounting Judgements, Estimates and Assumptions
The preparation of the financial statements in conformity with Indian Accounting Standards (Ind AS) requires management to make
judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses, and the disclosure of
contingent liabilities and contingent assets at the reporting date. Actual results may differ from these estimates. Estimates and underlying
assumptions are reviewed on an ongoing basis and revisions are recognised prospectively.
(a) Accounting for Composite Scheme of Arrangement under Common Control:
The Company has determined that the demerger of the Hospitality Undertaking from Valor Estate Limited pursuant to the NCLT-
approved Composite Scheme of Arrangement constitutes a business combination involving entities under common control within the
scope of Appendix C to Ind AS 103. Accordingly, assets and liabilities transferred under the Scheme have been recognised at existing
carrying values and comparative information has been restated. (Refer Note 32)
(b) Classification of Assets as Held for Sale:
Management has exercised judgement in assessing whether certain assets meet the criteria for classification as held for sale under
Ind AS 105. This assessment includes evaluating the Company''s commitment to the disposal plan, the probability and timing of the
proposed sale, and the status of conditions necessary to complete the transaction. Based on such assessment, the Company''s
investment in and interest-free loan to Bamboo Hotel & Global Centre (Delhi) Private Limited and certain Capital Work-in-Progress
(land) have been classified as held for sale as at the reporting date. (Refer Notes 4.2, 5.3 and 13)
(c) Redeemable Non-Cumulative Preference Shares - Classification and Measurement
Significant judgement has been applied in classifying the Company''s 8% Redeemable Non-Cumulative Preference Shares as a
financial liability under Ind AS 32, considering the contractual obligation to redeem the instrument. Further judgement was exercised in
assessing the extension of the redemption date as a modification of the existing financial liability under Ind AS 109. The measurement
of the liability at amortised cost requires estimates relating to the determination of the effective interest rate and the timing of future
contractual cash flows. (Refer Note 16.1)
The Company''s liability towards defined benefit obligations for employees is determined through an independent actuarial valuation.
This includes assessing the amounts to be recognised in the Statement of Profit and Loss and in Other Comprehensive Income. The
valuation is based on assumptions made after considering factors such as attrition, seniority, promotion, and other relevant elements
including supply and demand conditions in the employment market. Details of the actuarial valuation are disclosed in the notes to the
financial statements. (Refer Note 33)
(e) Recognition of Deferred Tax Assets:
Deferred tax assets are recognised to the extent it is probable that future taxable profits will be available against which deductible
temporary differences and tax losses can be utilised.
4.2 During the year ended 31 March 2026, Capital Work-in-Progress (land) of Rs. 19,484.62 lakhs has been reclassified as âAssets held
for Saleâ under Ind AS 105. This asset pertains to land formally approved for transfer to Advent Convention Hotels International Limited,
a wholly-owned subsidiary. Subsequent to the year-end, the Company completed substantive steps towards the transfer of the asset,
including payment of applicable stamp duty and initiation of title transfer formalities. Management considers that, as at 31 March 2026, all
criteria under Ind AS 105 for held-for-sale classification have been met - specifically, the asset is available for immediate transfer, and the
sale is highly probable.
4.3 There are no Capital Work-in-Progress projects as at each reporting date where activity has been suspended, or which have exceeded their
original cost estimates, or where completion is overdue.
5.1 The entire shareholding held by the Company in Goan Hotel & Realty Private Limited (a wholly-owned subsidiary) is pledged in favour of
J.C. Flowers Asset Reconstruction Private Limited as security for the credit facilities availed by the subsidiary.
5.2 During the year, Advent Convention & Hotels International Limited (âACHIâ) became a wholly-owned subsidiary of the Company.
5.3 During the year ended 31 March 2026, the Board approved the transfer of the Company''s investment in Bamboo Hotel & Global Centre
(Delhi) Private Limited â comprising 9,89,800 equity shares of ?10 each, fully paid-up (31 March 2025: 10,10,000) â along with the
associated loan, to Valor Estate Limited; shareholder approval via Postal Ballot was received subsequent to 31 March 2026, and lender
NOC is in process. As the transfer is highly probable within twelve months from the reporting date, the said investment and loan have been
reclassified as âAssets Held for Saleâ under Ind AS 105.
Consequent to this classification, the Company has discontinued the application of the equity method in respect of this investment from
the date of classification as held for sale, in accordance with Ind AS 28 and Ind AS 105, and the investment is measured at the lower of its
carrying amount under the equity method as at the date of classification and its fair value less costs to sell. The notional interest adjustment
previously recognised on the interest-free loan under Ind AS 109 has been reversed, with the carrying value reinstated at historical cost.
Borrowings of ?1,65,559.29 lakhs, proposed to be adjusted against the aforesaid transfer, have been reclassified to Other Current Financial
Liabilities (Refer Note 21); consequently, Non-Current Borrowings/Deferred Purchase Consideration as at 31 March 2026 stand at
?16,173.96 lakhs (31 March 2025: ?1,84,433.25 lakhs).
5.4 During the financial year 2025-26, the Company disposed of its entire interest in Marine Tower Properties LLP for a consideration of
? 1,00,000, representing the net asset value attributable to the Company''s interest as at the date of disposal. As the consideration received
equalled the carrying value of the Company''s net investment at that date, no gain or loss has arisen on disposal, and there is no outstanding
balance as at 31 March 2026. (Refer Note 31)
The Composite Scheme of Arrangement has an appointed date of 1 April 2025, being the beginning of the current year. However, since the
Company and the demerged undertaking were under common control since before the beginning of the preceding period presented (i.e.,
before 1 April 2024), the business combination has been accounted for using the pooling of interest method in accordance with Appendix C
to Ind AS 103 - Business Combinations. Accordingly, the financial statements have been presented as if the combination had occurred from
the beginning of the preceding period presented, irrespective of the appointed date of the Scheme. Consequently, the equity shares issued
pursuant to the Scheme are deemed to have been issued from 1 April 2024, and the comparative reconciliation below has been restated
accordingly.
(g) Rights, preferences and restrictions attached to shares
The Company has only one class of equity shares having a par value of ?10/- per share. Each holder of equity shares is entitled to one
vote per share held (Section 47, Companies Act 2013). The holders of equity shares are entitled to receive dividends as declared from time
to time. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive the remaining assets of the
Company, after distribution of all preferential amounts, in proportion to the number of equity shares held by the shareholders. There are no
restrictions on the transfer of equity shares other than as may be applicable under SEBI LODR and Insider Trading Regulations for listed
companies.
14.1 (a) 8% Redeemable Non Cumulative Preference Shares (RNCPS)
The Company has paid-up capital in the form of 71,75,574 8% Redeemable Non Cumulative Preference Shares of Rs. 10/- each,
which have been considered as part of âBorrowings'', based on classification as required by Ind AS - 32.
(b) Rights, preferences and restrictions attached to shares
The RNCPS were originally redeemable five years from the date of allotment on 6 February 2016 by the erstwhile holding company.
The redemption tenure was first extended to 5 February 2026 and, pursuant to the transfer under the Scheme of Demerger, has
been further extended by a period of three years. The RNCPS do not carry any voting or other participating rights, other than the
right to receive dividends, if declared, and redemption proceeds, and continue to be presented under Non-Current Borrowings in the
Standalone Financial Statements.
The Composite Scheme of Arrangement has an appointed date of 1 April 2025, being the beginning of the current year. However,
since the Company and the demerged undertaking were under common control since before the beginning of the preceding period
presented (i.e., before 1 April 2024), the business combination has been accounted for using the pooling of interest method in
accordance with Appendix C to Ind AS 103 - Business Combinations. Accordingly, the financial statements have been presented
as if the combination had occurred from the beginning of the preceding period presented, irrespective of the appointed date of the
Scheme. Consequently, the preference shares issued pursuant to the Scheme are deemed to have been issued from 1 April 2024,
and the comparative reconciliation below has been restated accordingly.
Note: The number of shares for the previous year ended March 31,2025, has been restated to reflect the impact of the demerger as if the
Scheme had been effective from the beginning of the earliest period presented (Pooling of Interests method) (Refer Note 14 (c)).
30 The Company is primarily engaged in the hospitality business and operates in a single reportable segment. As such, separate segment
disclosures (per Ind AS 108 and Reg 33 Schedule V) are not applicable.
31 Related Party Disclosures
(i) Disclosures as required by the Indian Accounting Standard 24 (Ind AS-24) "Related Party Disclosures" are given below:
Promoters/Promoter Group having joint control, Key Managerial Personnel (KMP), their relatives, and entities over which such
persons exercise significant influence (Refer Note 14(e) of the Standalone Financial Statements).
32 Scheme of Arrangement (Demerger) - Basis of Preparation and Accounting TreatmentA. Background and Description of the Scheme
The Hon''ble National Company Law Tribunal, Mumbai Bench (âNCLT'') vide its Order dated June 12, 2025 sanctioned the Composite Scheme of
Arrangement between Valor Estate Limited (formerly known as DB Realty Limited) (âDemerged Company'', CIN: L70200MH2007PLC166818)
and Advent Hotels International Limited (formerly known as Shiva Realtors Suburban Private Limited) (âResulting Company'' / âthe Company'',
CIN: L55101MH2006PLC165577) and their respective shareholders and creditors (âScheme''), under Sections 230 to 232 read with other
applicable provisions of the Companies Act, 2013 (âAct'').
Pursuant to the Scheme of Arrangement, the Hospitality Undertaking of Valor Estate Limited, as defined in the Scheme, was demerged into
the Company on a going concern basis. The Scheme became effective on 1 July 2025 upon filing of the certified copy of the order with the
Registrar of Companies, Maharashtra. In accordance with the Scheme, the demerger has been accounted for from the Appointed Date,
being 1 April 2025.
Key terms of the Scheme:
(i) Appointed Date: 1st April, 2025
(ii) Effective Date: 1st July 2025
(iii) Share Entitlement Ratio: 1 equity shares of ?10/- each fully paid-up of the Company for every 10 equity shares of ?10/- each fully
paid-up held in Valor Estate Limited.
(iv) Pursuant to the Scheme, 5,39,42,887 equity shares of ?10/- each were issued by the Company to the shareholders of Valor Estate
Limited as consideration for the demerger.
(v) The name of the Company was changed from âShiva Realtors Suburban Private Limited'' to âAdvent Hotels International Limited'' and
it was converted from a private limited company to a public limited company pursuant to the Scheme.
B. Accounting Treatment â Pooling of Interests Method
The Scheme has been accounted for in accordance with the accounting treatment specified in the Scheme and as per Ind AS 103 â
Business Combinations, Appendix C (âBusiness Combinations of Entities under Common Control'') â pooling of interests method, as
follows:
(i) The assets and liabilities of the Hospitality Undertaking transferred pursuant to the Scheme have been recorded by the Company at
their respective carrying values as appearing in the books of the Demerged Company as on the Appointed Date (1st April, 2025).
(ii) No goodwill has been recognised. The excess, if any, of the net assets of the demerged undertaking over the face value of shares
issued pursuant to the Scheme has been credited to Capital Reserve. Any deficit has been debited to Capital Reserve / retained
earnings as appropriate.
(iii) The financial statements for the comparative period (year ended 31st March, 2025) have been restated as if the Scheme had been
in effect from the beginning of the earliest period presented, in accordance with the requirements of Appendix C of Ind AS 103.
(iv) Inter-company balances and transactions between the Company and the Demerged Company existing prior to the Appointed Date
have been eliminated on consolidation of books for restatement purposes.
C. Net Assets of the Hospitality Undertaking Transferred pursuant to the Scheme
The net book value of the demerged undertaking (Hospitality Division) transferred to the Company was 1,02,169.43 lakhs, representing
18.53% of the net worth of VEL (5,51,485.11 lakhs) prior to the demerger, based on the audited books of account as on March 31,2025,
after giving effect to the amalgamation of Esteem Properties Private Limited (EPPL) with Valor Estate Limited.
The above amounts are adjusted for the cancellation of inter-company balances and investments as per Clause 22.1 of the Scheme, which
mandates the elimination of intercompany investments and balances between VEL and the Company.
Pursuant to Section 49(2C)/(2D) of the Income-tax Act, 1961, the cost of acquisition of the original shares of VEL (the Demerged Company)
is apportioned between the shares of VEL (retained) and the shares of Advent (Resulting Company) in the proportion of the net book value
of assets transferred in the demerger (1,02,169.42 lakhs) to the net worth of VEL immediately before the demerger (5,51,485.11 lakhs). The
apportionment ratio is as follows:
Cost attributed to Advent shares: 18.53%
Balance cost retained with VEL shares: 81.47%
D. Key Management Judgements in Applying the Pooling of Interests Method
(i) Identification of the Scheme as a business combination of entities under common control: Prior to the Scheme, both the Company
and the Demerged Company (Valor Estate Limited) were entities under common control, with common promoters / controlling
shareholders. Accordingly, the transaction falls within the scope of Appendix C of Ind AS 103.
(ii) Carrying values of assets and liabilities: The assets and liabilities transferred pursuant to the Scheme have been recognised at
the carrying values as appearing in the books of the Demerged Company (Valor Estate Limited) as on the Appointed Date. No fair
valuation exercise has been carried out.
(iii) Restatement of comparatives: The comparative period (year ended 31st March, 2025) has been restated as if the Scheme had been
effective from the beginning of the earliest comparative period, consistent with the requirements of Appendix C of Ind AS 103. This
has resulted in the restatement of equity share capital, capital reserve and retained earnings as at 31st March, 2025.
(iv) Treatment of preference shares: 8% Redeemable Preference Shares of ?717.56 lakhs (71,75,574 shares of ?10/- each) were
transferred to the Company pursuant to the Scheme and are recognised at carrying value as at the Appointed Date.
33 As per Indian Accounting Standard-19 âEmployee Benefitsâ, the disclosures of Employee Benefits as defined in the Indian Accounting
Standard are given below:
The Company makes contributions towards provident fund and employee state insurance scheme which are defined contribution plans. The
Company has recognised the following amounts in the Statement of Profit and Loss:
B Defined Benefit PlanB.1 Gratuity Benefits (Unfunded)
The Company provides gratuity benefits to its employees as per statute. Employees who are in continuous service for a period of 5 years are
eligible for gratuity. The present value of the gratuity obligation (Unfunded) is based on actuarial valuation done by an independent valuer
using the Projected Unit Credit Method. The valuation has been carried out in accordance with the Code on Social Security, 2020, effective
21 November 2025.
Note: The sensitivity analysis may not be representative of the actual change in defined obligations as assumptions may be
correlated. The PVO has been calculated using the Projected Unit Credit Method at end of the reporting period.
2 Sensitivity analysis indicates the influence of a reasonable change in certain significant assumptions on the outcome of the Present
value of obligation(PVO) and aids in understanding the uncertainty of reported amounts.
3 Sensitivity analysis is done by varying one parameter at a time and studying its impact.
VIII. Risk Exposure and Asset Liability Matching
Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as the Company takes on uncertain long¬
term obligations to make future benefit payments.
1 Liability Risks
a. Asset-Liability Mismatch Risk - Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By
matching duration with the defined benefit liabilities, the Company is successfully able to neutralise valuation swings caused by
interest rate movements. Hence companies are encouraged to adopt asset-liability management.
b. Discount Rate Risk - Variations in the discount rate used to compute the present value of the liabilities may seem small, but in
practice can have a significant impact on the defined benefit liabilities.
c. Future Salary Escalation and Inflation Risk - Since price inflation and salary growth are linked economically, they are combined for
disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of
liabilities.
2 Unfunded Plan Risk - This represents unmanaged risk and a growing liability. There is an inherent risk here that the Company may
default on paying the benefits in adverse circumstances. Funding the plan removes volatility in the Company''s financials and also the
benefit risk through return on the funds made available for the plan.
Note: The obligation towards Gratuity is unfunded and therefore, the following disclosures are not given: (a) Reconciliation of
Opening and Closing Balance of fair value of plan assets. (b) Details of Investments.
B.2 Other Long-Term Employee Benefits - Compensated Absences (Leave Encashment)
The obligation of leave encashment is provided for on actuarial valuation by an independent actuary and is unfunded. The liability has
been computed using the Projected Unit Credit method in accordance with Ind AS 19 and as per the New Wage Code provisions. The net
periodic benefit cost recognised in the Statement of Profit and Loss for the period is Rs. 18.38 Lakhs (Previous Year: N.A.). The total liability
recognised in the Balance Sheet as at 31 March 2026 is Rs. 36.05 Lakhs.
34 The significant accounting policies, including the criteria of recognition, the basis of measurement and the basis on which income and
expenses are recognised, in respect of each class of financial asset and financial liability are disclosed.
34.1 Financial assets and liabilities
The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale.
Fair value of cash, trade and short term receivables, trade payables, other financial liabilities and borrowings approximate their carrying
amounts largely due to the short term maturities of these instruments.
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or
unobservable and consists of the following three levels:
Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: Inputs are other than quoted prices included within level 1 that are observable for the asset or liability either directly (i.e. prices) or
indirectly (i.e. derived from prices).
Level 3: Inputs are not based on observable market data (unobservable inputs). Fair value are determined in whole or in part using a
valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same
instrument nor are they based on available market data.
34.4 Financial risk management
The Board of Directors reviews the risk management policy from time to time and the said policy aims at enhancing shareholders'' value
and providing an optimum risk-reward trade off. The risk management approach is based on clear understanding of variety of risk that the
organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market conditions.
Market risk comprises three types of risk: interest rate risk, credit and default risk and liquidity risk. Financial instruments affected by market
risk include loans and borrowings and deposits. The company does not have material foreign currency exchange rate risk.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the company''s debt obligations
with floating interest rates, the impact whereof is disclosed here under. There are no floating interest rate debt obligation in the Company,
so the said clause is not applicable.
(B) Credit risk and default risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial
loss. The company is exposed to credit risk from its operating activities (primarily trade receivables, business advances/deposit given) and
from its investing activities (primarily loans granted to various parties including related parties).
The Company''s hospitality operations are carried out through its subsidiaries, which own and operate two branded hotels â under the
Grand Hyatt and Hilton â providing a stable underlying asset base and operating cash generation at the group level. At the standalone level,
the Company maintains flexibility in meeting its obligations through a mix of borrowings, including need-based funding support from group
/ related entities as required. Based on this asset base and funding arrangement, the Board believes the Company will be able to meet its
financial obligations as and when they fall due.
For the purposes of the Company''s capital management, capital includes issued capital and all other equity reserves. The primary objective of
the Company''s Capital Management is to maximise shareholder value. The Company manages its capital structure and makes adjustments
in the light of changes in economic environment and the requirements of the financial covenants.
36 Contingent liabilities and commitments36.1 Contingent Liabilities36.1.1 Claims against the Company not acknowledged as debt
Based on the information and records available as at the reporting date, there are no claims against the Company that have not been
acknowledged as debt.
36.1.2 Corporate guarantee and/or security provided by the Company
Corporate guarantee and/or security provided by the Company to banks, financial institutions and debenture trustee(s), against credit
facilities extended to:
(i) During the year ended 31 March 2026, Goan Hotel and Realty Private Limited (âGHRPLâ), a wholly-owned subsidiary of the Company,
finalised the restructuring of its credit facilities (originally a Yes Bank Limited loan, subsequently assigned to an Asset Reconstruction
Company) pursuant to a sanction letter, based on the outstanding borrowings as at 30 September 2024 and effective 1 October
2024. The credit facilities were restructured to an aggregate sanctioned amount of ?50,000 lakhs, and GHRPL recognised a write¬
back of ?4,783.47 lakhs on fulfilment of the sanction conditions during the year. In connection with the restructuring, the Company
has extended a corporate guarantee in favour of the lenders/ARC and has also pledged its entire equity shareholding in GHRPL as
security for the restructured credit facilities. GHRPL''s outstanding borrowings as at 31 March 2026 were ?38,408.89 lakhs (within the
?50,000 lakhs sanctioned ceiling).
(ii) Bamboo Hotel and Global Centre (Delhi) Private Limited (âBHGCâ), a joint venture of the Company, has issued 98,000 Tranche-I
and 80,800 Tranche-II secured, redeemable, rated, listed non-convertible debentures (âNCDsâ) of ?1,00,000 each, aggregating
?1,78,800 lakhs, carrying a coupon rate of 10.81% p.a. payable quarterly, with tenor up to 31 January 2028, secured in favour of
Catalyst Trusteeship Limited (debenture trustee). During the year ended 31 March 2026, BHGC additionally availed secured term
loans aggregating ?53,000 lakhs (out of a sanctioned facility of ?71,200 lakhs) from banks and a financial institution. These facilities
are secured, inter alia, by hypothecation and mortgage over BHGC''s project assets and by corporate guarantees extended by
Prestige Estate Projects Limited and Valor Estate Limited. The Company''s exposure is limited to the pledge of its shareholding in
BHGC as security. The total guarantee/facility ceiling of ?2,50,000 lakhs shown above represents the aggregate sanctioned value
of the NCDs (?1,78,800 lakhs) and the term loan facility (?71,200 lakhs sanctioned); the outstanding balance reflects the amount
actually drawn and outstanding at each reporting date â ?1,78,800 lakhs as at 31 March 2025, increasing to ?2,31,800 lakhs as at
31 March 2026 following the term loan drawdown of ?53,000 lakhs during the year.
36.1.3 Disputed tax and other demands
There are no disputed tax demands or other material claims against the Company as at 31 March 2026.
There are no outstanding commitments as at 31 March 2026.
39 The Company does not have any Benami property and no proceedings have been initiated or is pending against the Company for holding
any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
40 During the year, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (âIntermediariesâ), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the Company.
Further, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (âFunding Partiesâ), with
the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries.
The Company has given loans to its subsidiaries, joint ventures, associates and others, which have been further utilised by these entities
for their business purposes and hence not covered above.
41 The Company has not been sanctioned any working capital facility and taken any borrowing from banks or financial institutions during the
year as well as previous year. Accordingly, there is no requirement for filing of quarterly returns or statements by the Company with the
banks or financial institutions.
42 The Company has not been declared as a wilful defaulter by any lender who has powers to declare a company as a wilful defaulter at any
time during the financial year or after the end of reporting period but before the date when the standalone financial statements are approved.
43 The Company does not have any such transaction which is not recorded in the books of account that has been surrendered or disclosed as
income during the year as well as in the previous year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey
or any other relevant provisions of the Income Tax Act, 1961).
44 The Company has not traded or invested in Crypto currency or Virtual Currency during the year as well as in the previous year.
45 The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are not applicable to the
Company for the financial year ended 31st March, 2026, as the Company does not meet the threshold limits specified under sub-section (1)
of Section 135 of the Act, i.e.: Net worth of ?500 crore or more, or Turnover of ?1,000 crore or more, or Net profit of ?5 crore or more, during
the immediately preceding financial year. The net worth as disclosed in the comparative financial statements for the previous year includes
the effect of a Scheme of Arrangement accounted for in accordance with Ind AS 103 - Business Combinations / Appendix C, as applicable,
pursuant to which capital reserve arising on demerger was recognised. This increase is not reflective of the Company''s net worth as it stood
for the purpose of assessing applicability of Section 135, and on a like-for-like basis, the Company continues to remain below the prescribed
threshold. Accordingly, no disclosure regarding CSR expenditure, CSR Committee, or CSR policy is required to be made for the year.
46 Pursuant to notifications issued by the Ministry of Labour & Employment dated 21st November, 2025 bringing into force the provisions of
the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health
and Working Conditions Code, 2020 (collectively referred to as the âNew Labour Codesâ), the Company estimated a one-time impact on
recognition of past service cost of Rs. 11.83 lakhs with respect to gratuity and leave encashment. The impact being non material in nature
considering the size and nature of the business of the Company, the impact has been included in employee benefit expense for the year
ended March 31,2026. The Company continues to monitor the finalization of rules by the Government and other related aspects of the New
Labour Codes and will appropriately account for such changes, if required.
47 As per the MCA notification dated August 05, 2022, the Central Government has notified the Companies (Accounts) Fourth Amendment
Rules, 2022. As per the amended rules, the Companies are required to maintain back-up of the books of account and other relevant books
and papers in electronic mode that should be accessible in India at all the time. Also, the Companies are required to create backup of
accounts on servers physically located in India on a daily basis. The books of account along with other relevant records and papers of the
Company are maintained in electronic mode and the Company is compliant.
48 With effect from 1st April 2023, as per proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, every company which uses an
accounting software for maintaining its books of accounts, should only use such an accounting software which has a feature of recording
audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such
change was made and ensuring that the same has been operated throughout the year for all tr
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