We have audited the accompanying standalone financial
statements of Foods and Inns Limited ("the Company"),
which comprise the Balance Sheet as at March 31, 2025, the
Statement of Profit and Loss (including Other Comprehensive
Income), Statement of Changes in Equity and the Cash Flow
Statement for the year ended on that date and notes to
the standalone financial statements including a summary
of material accounting policies and other explanatory
information (hereinafter referred to as "the standalone financial
statements").

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013 ("the Act") in the manner so required and
give a true and fair view in conformity with the Indian Accounting
Standards prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015, as
amended, ("Ind AS") and other accounting principles generally
accepted in India, of the state of affairs of the Company as
at March 31, 2025, its profit (including total comprehensive
income), its changes in equity and its cash flows for the year
ended on that date.

Basis for Opinion

We conducted our audit of standalone financial statements in
accordance with the Standards on Auditing ("SAs") specified
under section 143(10) of the Act. Our responsibilities under
those SAs are further described in the Auditor’s Responsibilities
for the Audit of the Standalone Financial Statements section of
our report. We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of Chartered
Accountants of India ("ICAI") together with the ethical
requirements that are relevant to our audit of the standalone
financial statements under the provisions of the Act and the
Rules made thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the
Code of Ethics issued by ICAI. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a
basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements of the current period. These
matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on
these matters.

We have determined that there are no key audit matters to
communicate in our report.

Information other than the Standalone Financial Statements
and Auditor's Report thereon

The Company’s Board of Directors is responsible for the
other information. The other information comprises the
information included in the Annual Report but does not include
the standalone financial statements, consolidated financial
statements and our auditor’s report thereon. Our opinion on
the standalone financial statements does not cover the other
information and we do not express any form of assurance
conclusion thereon. In connection with our audit of the
standalone financial statements, our responsibility is to read
the other information and, in doing so, consider whether the
other information is materially inconsistent with the standalone
financial statements or our knowledge obtained during the
course of our audit or otherwise appears to be materially
misstated.

If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this
regard.

Responsibilities of Management and Those Charged with
Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to the
preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance
(including other comprehensive income), changes in equity
and cash flows of the Company in accordance with the Ind AS
and other accounting principles generally accepted in India.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act

for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the standalone
financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, Management
and Board of Directors are responsible for assessing the
Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the
going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the
Company’s financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone
Financial Statements

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole are
free from material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken
on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of
the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)

(i) of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal
financial controls with reference to standalone financial
statements in place and the operating effectiveness of
such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.

• Conclude on the appropriateness of management’s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s
report to the related disclosures in the standalone financial
statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause
the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where
applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements

of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law
or regulation precludes public disclosure about the matter
or when, in extremely rare circumstances, we determine that
a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such
communication.

Report on Other Legal and Regulatory Requirements

1. As required by section 143(3) of the Act, we report that:

(i) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit;

(ii) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books except
for the matters stated in the paragraph 1(ix)(f) below
on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014;

(iii) The Balance Sheet, the Statement of Profit and
Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Cash Flow
Statement dealt with by this Report are in agreement
with the relevant books of account;

(iv) In our opinion, the aforesaid standalone financial
statements comply with the Ind AS specified under
section 133 of the Act, read with relevant rules issued
thereunder and relevant provisions of the Act;

(v) On the basis of the written representations received
from the directors as on March 31, 2025 taken on
record by the Board of Directors, none of the directors
is disqualified as on March 31, 2025 from being
appointed as a director in terms of section 164(2) of
the Act;

(vi) The observation relating to the maintenance of
accounts and other matters connected therewith, are
as stated in paragraph (ii) above;

(vii) With respect to the adequacy of the internal financial
controls over financial reporting of the Company and
the operating effectiveness of such controls, refer
to our separate report in "Annexure B". Our report
expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company’s
internal financial control with reference to standalone
financial statements.

(viii) With respect to the other matters to be included in the
Auditor’s Report in accordance with the requirements
of section 197(16) of the Act, as amended:

In our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid by the Company to its directors
during the year is in accordance with the provisions
of section 197 of the Act;

(ix) With respect to the other matters to be included in
the Auditor’s Report in accordance with rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
as amended, in our opinion and to the best of our
information and according to the explanations given
to us:

a) The Company has disclosed the impact of
pending litigations as at March 31, 2025 on
its financial position in its standalone financial
statements - Refer Note 40 to the standalone
financial statements;

b) The Company has made provision, as required
under the applicable law or accounting
standards, for material foreseeable losses, if
any, on long-term contracts including derivative
contracts;

c) There has been no delay in transferring amounts
which were required to be transferred to the
Investor Education and Protection Fund by the
Company;

d) (i) The Management has represented that,

to the best of its knowledge and belief, as
stated in Note no. 51 (x), no funds (which
are material either individually or in the
aggregate) 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 or entity, including
foreign entity ("Intermediaries"), with the
understanding, whether recorded in writing
or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest
in other persons or entities identified in
any manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;

(ii) As stated in Note no. 51 (xi) to the
standalone financial statements, The
Management has represented, that, to the
best of its knowledge and belief, no funds
(which are material either individually or
in the aggregate) have been received by
the Company from any person or entity,
including foreign entity ("Funding Parties"),
with the understanding, whether recorded
in writing or otherwise, that the Company
shall, whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever by or
on behalf of the Funding Party ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries;

(iii) Based on the audit procedures performed
by us that has been considered reasonable
and appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
representations under sub-clause (i) and
(ii) of Rule 11(e), as provided under (i)
and (ii) above, contain any material mis¬
statement; and

e) The final dividend paid by the Company during
the year in respect of the same declared for the
previous year is in accordance with section 123
of the Companies Act as applicable to the extent
it applies to payment of dividend.

As stated in Note no.18.3 to the standalone
financial statements the Board of directors of
the Company have proposed final dividend for
the year which is subject to the approval of

the members at the ensuing Annual General
Meeting. The dividend proposed is in accordance
with section 123 of the Act as applicable to the
extent it applies to declaration of dividend;

f) Based on our examination which included test
checks, the Company, in respect of financial
year commencing on 1 April, 2024, has used
accounting software for maintaining its books
of account which has a feature of recording
audit trail (edit log) facility and the same has
operated throughout the year for all relevant
transactions recorded in the software except
that, audit trail feature was not enabled at
database level for accounting software to log
any direct data changes, as described in note 52
to the standalone financial statements. Further,
during the course of our audit we did not come
across any instance of audit trail feature being
tampered with. Additionally, the audit trail has
been preserved by the company as per the
statutory requirements for record retention.

2. As required by the Companies (Auditor’s Report) Order,
2020 ("the Order"), issued by the Central Government of
India in terms of section 143 (11) of the Act, we give in the
"Annexure A", a statement on the matters specified in the
paragraphs 3 and 4 of the Order.

For G.M. Kapadia & Co.

Chartered Accountants
Firm Registration No. 104767W

Satya Ranjan Dhall

Partner

Place: Mumbai Membership No. 214046

Date: May 19, 2025 UDIN: 25214046BMLMMV9448