We have audited the financial statements of Sayaji Hotels (Indore) Limited ("the
Company"), which comprise the Balance Sheet as at 31^st March 2025, and the Statement of
Profit and Loss (including Other Comprehensive Income), Statement of changes in
equity and Statement of Cash Flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies and other
explanatory information (hereinafter referred to as "the financial statements").

In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid 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, the profit and total comprehensive
income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013. Our responsibilities under those
Standards are further described in the Auditor's Responsibilities for the Audit of the
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 together with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Companies Act, 2013 and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion on the
financial statements.

Emphasis of Matter

a. We draw attention to Note No. 42. (1) (iii) of the financial statements in respect
of the leasehold land of Indore hotel, Indore Development Authority (IDA) has
cancelled the lease vide order dated 20th Dec. 2017. Company had challenged
the said order before Hon'ble High Court, Indore bench. Hon'ble High Court
Single Bench has decided the matter against Company vide their order dated
16th July 2018. However, Company has filed revision Writ Appeal before
Division Bench of Hon'ble High Court, Indore bench. Meanwhile, the Madhya
Pradesh Government has framed rules for mitigation of lease
terms/compounding and further amended the said rules on 9th April 2021 due

to which company also became eligible under the said rules to apply for
compounding/ mitigation and hence company applied to IDA for
compounding of alleged violations of the lease deed. On 8th March 2022, High
Court, Indore bench admitted the Writ Appeal and further directed IDA to
decide the compounding application of the company. Personal hearing has
been done on 29th March 2022 before the IDA regarding the compounding
application and order is awaited. IDA has also filed an application before the
Competent Authority under The Public Premises (Eviction) Act for eviction of
the Company from said premises. High Court has granted stay on the passing
of any order under the said eviction proceedings. In view of the matter being
disputed and stay granted in eviction proceedings, the company continues to
prepare the accounts on a going concern basis.

Our opinion on the financial statements is not modified in respect of above
matter.

b. We draw attention to 42. (1) (iii), the Indore hotel has been demerged from
Sayaji Hotels Limited to Sayaji Hotels (Indore) Limited, but in view of the
ongoing litigation regarding cancellation of lease, the Company has not yet
applied for change of name in the records of IDA and mutation of the property
in the records of Registrar of Properties. Hence, stamp duty payable has not
been adjudicated and not provided in books of accounts & the same will be
accounted by the management in the year in which such cost is incurred.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These
matters were addressed in the context of our audit of the 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 the matters described below to be the key audit
matters to be communicated in our report.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Management and Board of Directors are responsible for the other
information. The other information comprises the information included in the
Management Discussion and Analysis, Board's Report including Annexures to Board's
Report, Business Responsibility Report, Corporate Governance and Shareholder's
Information, but does not include the financial statements and our auditor's report
thereon.

Our opinion on the 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 financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is
materially inconsistent with the 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.

Responsibility of Management and those Charged with governance for Financial
Statements

The Company's Management and Board of Directors are responsible for the matters
stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the
preparation of these financial statements that give a true and fair view of the financial

position, financial performance, 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 of 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 financial statements that give a true
and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is 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 Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 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 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 Companies Act, 2013, we are also responsible for
expressing our opinion on whether the company has adequate internal
financial controls system 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 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 financial
statements, including the disclosures, and whether the 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 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 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

As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by
the Central Government of India in terms of sub-section (11) of section 143 of the
Companies Act, 2013, we give in the "Annexure-A" a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section 143(3) of the Act, we report that:

(a) 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.

(b) 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.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow
Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on
31^stMarch, 2025 taken on record by the Board of Directors, none of the directors is

disqualified as on 31 March, 2025 from being appointed as a director in terms of
Section 164(2) of the Act.

(f) 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".

(g) 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.

(h) 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, in
our opinion and to the best of our information and according to the explanations
given to us:

i. The Company has disclosed the impact of pending litigations on its financial
position in its financial statements - Refer Note No.42 to the financial
statements.

ii. The Company did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to
the Investor Education and Protection Fund by the Company.

iv. (a) 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 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;

(b) 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;

(c) Based on the audit procedures that have 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 (a) and (b) above, contain any material
misstatement.

v. Based on our examination, which included test checks, the Company, has used
accounting software systems for maintaining its books of account for the
financial year ended March 31, 2025 which have 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 systems, except in respect of
maintenance of accounting records of capital work in progress of Amber
Project, which was maintained in an accounting software system in which the
audit trail feature did not operate throughout the year.

Further, during the course of our audit, we did not come across any instance of
audit trail feature being tampered with, in respect of accounting software's for
the period for which the audit trail feature was operating.

For K.L. Vyas & Company,

Chartered Accountants,

FRN: 003289C

Place of Signature: Indore
Date :23^rd May, 2025

(Himanshu Sharma)

Partner
M. No. 402560
UDIN:25402560BMKQTJ2293