We have audited the standalone financial statements of
Viceroy Hotels Limited (“the Company”), which comprise
the Standalone Balance Sheet as at 31^st March 2025, the
Standalone Statement of Profit and Loss (including other
comprehensive Income), the Standalone Statement of Changes
in equity and the Standalone Cash Flow Statement for the year
then ended, 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 Indian Accounting
Standards prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015, as
amended, (“Ind AS”) and the accounting principles generally
accepted in India, of the state of affairs of the Company as at
March 31, 2025, and its profit, total comprehensive income, its
cash flows and changes in equity 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 Act. Our
responsibilities under those Standards 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 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 thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the
Code of Ethics issued by the Institute of Chartered Accountants
of India. 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 year. 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.

Other Information

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 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 in the 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 Board and directors
for the Standalone financial statements

The Company's Management and Board of Directors are
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 and cash flows of the Company
in accordance with the accounting principles generally
accepted in India, including the accounting standards specified
under section 133 of the Act. 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 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, the
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 the Board
of Directors either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the
Company's financial reporting process.

Auditor’s Responsibilities for the Audit of 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 judgement and maintain professional skepticism
throughout the audit. We also:

Ý 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.

Ý 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 system with reference to standalone
financial statements in place and the operating
effectiveness of such controls.

Ý Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by the Management and Board
and Director.

Ý Conclude on the appropriateness of the Management
and Board of directors' 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.

Ý 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
for the financial year ended March 31, 2025 and are therefore
the key audit matters. We describe these matters in our auditors'
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 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
“Annexure A" a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

2. A. 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 Standalone Balance Sheet, the Statement of
Profit and Loss (including other comprehensive
income) and the Statement of Cash Flows dealt

with by this Report are in agreement with the
books of account.

d. In our opinion, the aforesaid standalone
financial statements comply with IND AS
specified under Section 133 of the Act.

e. On the basis of the written representations
received from the directors as on 31^st March,
2025 taken on record by the Board of Directors,
none of the directors is disqualified as on 31^st
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 with reference to these
standalone financial statements and the
operating effectiveness of such controls,
refer to our separate report in Annexure B' to
this report.

B. 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:

a. The Company does not have any pending
litigations which would impact its
financial position;

b. The Company did not have any long¬
term contracts including derivative
contracts for which there were any material
foreseeable losses;

c. There were no 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,
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) 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 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.

e. No dividend was declared or paid during the
year by the Company.

f. Based on our examination which included
test checks, the company has an accounting
software for maintaining its books of accounts
having the feature of recording audit trail
(edit log) facility and the same has operated
throughout the year of all the transactions
recorded in the software. Further, during the
course of our audit we did not come across
any instance of audit trail feature being
tampered with.

C. With respect to the matter to be included in the
Auditors' report in accordance with section 197(16)
of the Act, in our opinion and to the best of our
information and according to the explanations
given to us, the remuneration paid/provided by
the Company to its directors during the year is
in accordance with the provisions of section 197
read with Schedule V to the Act. The remuneration
paid to any director is not in excess of the limit laid
down under Section 197 of the Act. The Ministry of
Corporate Affairs has not prescribed other details
under Section 197(16) of the Act which are required
to be commented upon by us.

For DEVA & Co

Chartered Accountants
Firm Reg No.000722S

(M Devaraja Reddy)

Partner

Membership No: 026202

Place: Hyderabad
Date: 19.05.2025
UDIN: 25026202BMHUVB9292