We have audited the standalone financial statementsof Apeejay Surrendra Park Hotels Limited (“theCompany”), which comprise the Balance sheet asat March 31 2025, the Statement of Profit and Loss,including the statement of Other ComprehensiveIncome, the Cash Flow Statement and the Statementof Changes in Equity for the year then ended,and notes to the standalone financial statements,including a summary of material accounting policiesand other explanatory information.
In our opinion and to the best of our informationand according to the explanations given to us, theaforesaid standalone financial statements give theinformation required by the Companies Act, 2013,as amended (“the Act”) in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India,of the state of affairs of the Company as at March31, 2025, its profit including other comprehensiveincome, its cash flows and the changes in equity forthe year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financialstatements in accordance with the Standards onAuditing (SAs), as specified under section 143(10) ofthe Act. Our responsibilities under those Standardsare further described in the 'Auditor's Responsibilitiesfor the Audit of the Standalone Financial Statements'section of our report. We are independent of theCompany in accordance with the 'Code of Ethics'
issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that arerelevant to our audit of the financial statements underthe provisions of the Act and the Rules thereunder,and we have fulfilled our other ethical responsibilitiesin accordance with these requirements and the Codeof Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to providea basis for our audit opinion on the standalonefinancial statements.
Key Audit Matters
Key audit matters are those matters that, in ourprofessional judgment, were of most significancein our audit of the standalone financial statementsfor the financial year ended March 31, 2025. Thesematters were addressed in the context of our audit ofthe standalone financial statements as a whole, and informing our opinion thereon, and we do not providea separate opinion on these matters. For each matterbelow, our description of how our audit addressedthe matter is provided in that context.
We have determined the matters described below tobe the key audit matters to be communicated in ourreport. We have fulfilled the responsibilities describedin the Auditor's responsibilities for the audit of thestandalone financial statements section of our report,including in relation to these matters. Accordingly,our audit included the performance of proceduresdesigned to respond to our assessment of the risksof material misstatement of the standalone financialstatements. The results of our audit procedures,including the procedures performed to address thematters below, provide the basis for our audit opinionon the accompanying standalone financial statements.
Key audit matters
How our audit addressed the key audit matter
Litigation, claims and other contingencies (as described in Note 42 of the standalone financial statements)
As of March 31, 2025, the Company
Our audit procedures, among others included the following:
has disclosed contingent liabilities ofH 138.25 Cr relating to tax and legal claims.
• We obtained an understanding of the process of identification of claims, litigations,arbitrations and contingent liabilities, and evaluated the design and tested the
Due to complexity of cases, timescales
operating effectiveness of key controls.
for resolution and need to negotiate withvarious authorities, significant judgementis required by management in assessingthe exposure of each case. Thus, there is arisk that such cases may not be adequatelyprovided for or disclosed in the standalonefinancial statements.
Accordingly, litigations, claims and othercontingencies was determined to be a keyaudit matter in our audit of the standalonefinancial statements.
• We obtained the legal and tax cases summary and assessed management'sposition through discussions with the management, on both the probability ofsuccess in significant cases, and the magnitude of any potential loss.
• We obtained external confirmation from relevant third-party legal counsel andconducted discussions with them regarding material cases. We evaluated theobjectivity, independence, competence and relevant experience of third-partylegal counsel.
• We involved our tax specialists to assess management's application andinterpretation of tax legislation affecting the Company, and to consider thequantification of exposures and settlements arising from disputes with taxauthorities.
• We assessed the adequacy of the disclosures in the standalone financial statements
with regard to the facts and circumstances of the tax and legal litigation matters.
We have determined that there are no other key audit matters to communicate in our report.
Other Information
The Company's Board of Directors is responsiblefor the other information. The other informationcomprises the information included in the Annualreport but does not include the standalone financialstatements and our auditor's report thereon.
Our opinion on the standalone financial statementsdoes not cover the other information and we do notexpress any form of assurance conclusion thereon.
In connection with our audit of the standalonefinancial statements, our responsibility is to read theother information and, in doing so, consider whethersuch other information is materially inconsistent withthe financial statements or our knowledge obtainedin the audit or otherwise appears to be materiallymisstated. If, based on the work we have performed,we conclude that there is a material misstatement ofthis other information, we are required to report thatfact. We have nothing to report in this regard.
Responsibilities of Management for theStandalone Financial Statements
The Company's Board of Directors is responsiblefor the matters stated in section 134(5) of the Actwith respect to the preparation of these standalonefinancial statements that give a true and fair viewof the financial position, financial performanceincluding other comprehensive income, cash flowsand changes in equity of the Company in accordancewith the accounting principles generally acceptedin India, including the Indian Accounting Standards(Ind AS) specified under section 133 of the Act readwith the Companies (Indian Accounting Standards)Rules, 2015, as amended. This responsibility alsoincludes maintenance of adequate accountingrecords in accordance with the provisions of theAct for safeguarding of the assets of the Companyand for preventing and detecting frauds and otherirregularities; selection and application of appropriateaccounting policies; making judgments and estimatesthat are reasonable and prudent; and the design,implementation and maintenance of adequate internalfinancial controls, that were operating effectivelyfor ensuring the accuracy and completeness of theaccounting records, relevant to the preparation andpresentation of the standalone financial statementsthat give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
In preparing the standalone financial statements,management is responsible for assessing theCompany's ability to continue as a going concern,disclosing, as applicable, matters related to goingconcern and using the going concern basis ofaccounting unless management either intends toliquidate the Company or to cease operations, or hasno realistic alternative but to do so.
The board of directors are also responsible foroverseeing the Company's financial reporting process.
Auditor’s Responsibilities for the Audit of theStandalone Financial Statements
Our objectives are to obtain reasonable assuranceabout whether the standalone financial statements asa whole are free from material misstatement, whetherdue to fraud or error, and to issue an auditor's reportthat includes our opinion. Reasonable assuranceis a high level of assurance, but is not a guaranteethat an audit conducted in accordance with SAs willalways detect a material misstatement when it exists.Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate,they could reasonably be expected to influence theeconomic decisions of users taken on the basis ofthese standalone financial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professionalskepticism throughout the audit. We also:
• Identify and assess the risks of materialmisstatement of the standalone financialstatements, whether due to fraud or error, designand perform audit procedures responsive to thoserisks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion.The risk of not detecting a material misstatementresulting from fraud is higher than for one resultingfrom error, as fraud may involve collusion, forgery,intentional omissions, misrepresentations, or theoverride of internal control.
• Obtain an understanding of internal control relevantto the audit in order to design audit proceduresthat are appropriate in the circumstances. Undersection 143(3)(i) of the Act, we are also responsiblefor expressing our opinion on whether theCompany has adequate internal financial controlswith reference to financial statements in place andthe operating effectiveness of such controls.
• Evaluate the appropriateness of accountingpolicies used and the reasonableness ofaccounting estimates and related disclosures madeby management.
• Conclude on the appropriateness of management'suse of the going concern basis of accounting and,based on the audit evidence obtained, whethera material uncertainty exists related to events orconditions that may cast significant doubt on theCompany'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'sreport to the related disclosures in the financialstatements or, if such disclosures are inadequate,to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date ofour auditor's report. However, future events orconditions may cause the Company to cease tocontinue as a going concern.
• Evaluate the overall presentation, structure andcontent of the standalone financial statements,
including the disclosures, and whether thestandalone financial statements represent theunderlying transactions and events in a mannerthat achieves fair presentation.
We communicate with those charged with governanceregarding, among other matters, the planned scopeand timing of the audit and significant audit findings,including any significant deficiencies in internalcontrol that we identify during our audit.
We also provide those charged with governance witha statement that we have complied with relevantethical requirements regarding independence, andto communicate with them all relationships andother matters that may reasonably be thought tobear on our independence, and where applicable,related safeguards.
From the matters communicated with those chargedwith governance, we determine those mattersthat were of most significance in the audit of thestandalone financial statements for the financial yearended March 31, 2025 and are therefore the key auditmatters. We describe these matters in our auditor'sreport unless law or regulation precludes publicdisclosure about the matter or when, in extremely rarecircumstances, we determine that a matter shouldnot be communicated in our report because theadverse consequences of doing so would reasonablybe expected to outweigh the public interest benefitsof such communication.
Report on Other Legal and RegulatoryRequirements
1. As required by the Companies (Auditor'sReport) Order, 2020 (“the Order”), issued bythe Central Government of India in terms of sub¬section (11) of section 143 of the Act, we givein the “Annexure 1” a statement on the mattersspecified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, wereport, to the extent applicable, that:
(a) We have sought and obtained all theinformation and explanations which tothe best of our knowledge and belief werenecessary for the purposes of our audit;
(b) (b) In our opinion, proper books of accountas required by law have been kept by theCompany so far as it appears from ourexamination of those books except for thematters stated in note 48 to the standalonefinancial statements that the backup ofthe books of account and other books andpapers maintained in electronic mode hasnot been maintained on servers physicallylocated in India on daily basis and except forthe matters stated in paragraph (i)(vi) belowon reporting under Rule 11(g);
(c) The Balance Sheet, the Statement of Profitand Loss including the Statement of OtherComprehensive Income, the Cash FlowStatement and Statement of Changes inEquity dealt with by this Report are inagreement with the books of account;
(d) In our opinion, the aforesaid standalonefinancial statements comply with theAccounting Standards specified underSection 133 of the Act, read with Companies(Indian Accounting Standards) Rules, 2015,as amended;
(e) On the basis of the written representationsreceived from the directors as on March31, 2025 taken on record by the Board ofDirectors, none of the directors is disqualifiedas on March 31, 2025 from being appointedas a director in terms of Section 164 (2) ofthe Act;
(f) The modification relating to the maintenanceof accounts and other matters connectedtherewith are as stated in paragraph (b)above on reporting under Section 143(3)(b) and paragraph (i)(vi) below on reportingunder Rule 11(g).
(g) With respect to the adequacy of the internalfinancial controls with reference to thesestandalone financial statements and theoperating effectiveness of such controls,refer to our separate Report in “Annexure 2”to this report
(h) In our opinion, the managerial remunerationfor the year ended March 31, 2025 has beenpaid / provided by the Company to itsdirectors in accordance with the provisionsof section 197 read with Schedule V tothe Act;
(i) 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 bestof our information and according to theexplanations given to us:
i. The Company has disclosed the impact
of pending litigations on its financialposition in its standalone financial
statements - Refer Note 42 to thestandalone financial statements;
ii. The Company did not have any long¬term contracts including derivative
contracts for which there were anymaterial foreseeable losses;
iii. There were no amounts which wererequired to be transferred to theInvestor Education and Protection Fundby the Company.
iv. a) The management has represented
that, to the best of its knowledge andbelief, no funds have been advancedor loaned or invested (either fromborrowed funds or share premiumor any other sources or kind offunds) by the Company to or in anyother person or entity, includingforeign entities (“Intermediaries”),with the understanding, whetherrecorded in writing or otherwise,that the Intermediary shall, whether,directly or indirectly lend or invest inother persons or entities identifiedin any manner whatsoever by or onbehalf of the Company (“UltimateBeneficiaries”) or provide anyguarantee, security or the like onbehalf of the Ultimate Beneficiaries;
b) The management has representedthat, to the best of its knowledgeand belief, no funds have beenreceived by the Company fromany person or entity, includingforeign entities (“Funding Parties”),with the understanding, whetherrecorded in writing or otherwise,that the Company shall, whether,directly or indirectly, lend orinvest in other persons or entitiesidentified in any manner whatsoeverby or on behalf of the FundingParty (“Ultimate Beneficiaries”) orprovide any guarantee, security orthe like on behalf of the UltimateBeneficiaries; and
c) Based on such audit proceduresperformed that have beenconsidered reasonable andappropriate in the circumstances,nothing has come to our noticethat has caused us to believe thatthe representations under sub¬clause (a) and (b) contain anymaterial misstatement.
v. As stated in note 46 (ii) to thestandalone financial statements, theBoard of Directors of the Company haveproposed final dividend for the yearwhich is subject to the approval of themembers at the ensuing Annual GeneralMeeting. The dividend declared is inaccordance with section 123 of the Actto the extent it applies to declarationof dividend.
vi. i. Based on our examination whichincluded test checks and as describedin Note 48 to the standalone financialstatements, the Company has usedaccounting software for maintainingits books of account in respect towhich in certain cases, the audittrail feature (edit log) was either notenabled/ enabled throughout the yearfor all relevant transactions recordedin the software, and in respect ofaccounting software maintained bya third-party service provider we areunable to comment whether audit trailfeature was enabled due to absence ofService Organisation Control Report.Accordingly, as explained above, we areunable to comment upon whether theaudit trail was operated throughout theyear or whether during the year therewas any instance of audit trail featurebeing tampered with in respect of theaccounting software. Additionally, theaudit trail in respect of the year endedMarch 31, 2024 has been preservedby the company as per the statutoryrequirements for record retention to theextent it was enabled and recorded inthe respective years.
For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Amit Chugh
Partner
Membership Number: 505224
UDIN: 25505224BMLACK2079
Place of Signature: New Delhi
Date: May 26, 2025