We have audited the financial statements of Sinclairs Hotels Limited
(the “Company") which comprise the balance sheet as at 31 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 material accounting policies and
other explanatory information.

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 ("Act")
in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in
India, ofthe state of affairs ofthe Company as at 31 March 2025,
and its profit and other comprehensive loss, 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) ofthe Act. Our
responsibilities under those SAs are further described in the
Auditor's Responsibilities for the Audit ofthe 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 Act and the Rules
thereunder, and we have fulfilled our otherethical 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.

Key Audit Matter

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit ofthe financial
statements ofthe current period. These matters were addressed
in the context of our audit of the financial statements as a whole.

Revenue Recognition

See note 23 to the financial statements

Other Information

The Company's Management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the Company's annual
report, but does not include the financial statements and auditor's
report thereon.

Our opinion on the financial statements does not coverthe other
information and we do not express any form of assurance
conclusion thereon.

In connection with our audit ofthe 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 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.

Management's and Board of Directors Responsibilities for the
Financial Statements

The Company's Management and Board of Directors are
responsible for the matters stated in Section 134(5) ofthe Act with
respect to the preparation of these financial statements that give

a true and fair view of the state of affairs, profit/ loss and other
comprehensive income, changes in equity and cash flows of the
Company in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards (Ind
AS) 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 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, 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 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 a Iso:

• Identify and assess the risks of material misstatement of the
financial statements, whetherdue 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 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 the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board
of Directors use of the going concern basis of accounting in
preparation of financial statements 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 abilitytocontinue 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 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 ofthefinancial 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 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 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, except for the
matter stated in the paragraph 2(B)(f) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 and that the back-up of the books of account
and other relevant books and papers in electronic mode
has not been kept on servers physically located in India
on a daily basis during 1 April 2024 till 30 September
2024.

c. The balance sheet, the statement of profit and loss
(including other comprehensive income), the statement
of changes in equity 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 financial statements comply
with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from
the directors as on 31 March 2025 and 1 April 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. the observation relatingtothe maintenance of accounts
and other matters connected therewith are as stated in
the paragraph 2A(b) above on reporting under Section
143(3)(b) and paragraph 2B(f) below on reporting under
Rule 11(g) of the Companies (Audit and Auditors) Rules,
2014.

g. With respect to the adequacy of the internal financial
controls with reference to financial statements of the
Company and the operating effectiveness of such controls,
refer to our separate Report in "Annexure B".

B. With respect to the other matters to be included in the
Auditor's Report in accordance with Rule 11 ofthe 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 has disclosed the impact of pending
litigations as at 31 March 2025 on its financial position in
its financial statements - Refer Note 34 to the financial
statements.

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

c. There has been no delay in transferring amounts, 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 disclosed in the Note 41
to the financial statements, 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
("Intermediaries"), 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 ofthe Company ("Ultimate
Beneficiaries") or provide any guarantee, security or
the like on behalf ofthe Ultimate Beneficiaries.

(ii) The management has represented that, to the best of
its knowledge and belief, as disclosed in the Note 41
to the financial statements, no funds have been
received by the Company from any person(s) or
entity(ies), including foreign entities ("Funding
Parties"), 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
ofthe Funding Parties (“Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf
ofthe 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 (i) and (ii) above, contain any material
misstatement.

e. The final dividend paid bytheCompany during the year,
in respect ofthe same declared for the previous year, is
in accordance with Section 123 ofthe Act to the extent
it applies to payment of dividend.

As stated in Note 15 to the financial statements, the Board
of Directors ofthe 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 declared is in accordance with Section 123 of
the Act to the extent it applies to declaration of dividend.

f. Based on our examination which included test checks,
the Company has used accounting softwares for
maintaining its books of account relating to general ledger
and customer billing which has a feature of recording
audit trail (edit fog) facility. Except for the instances
mentioned below, the audit trail (edit fog) facility has
operated throughout the year for all relevant transactions
recorded in the softwares and we did not come across
any instance of audit trail feature being tampered with
during the course of our audit:

- The Company has used an accounting software for
maintaining its books of account relating to customer
billing till 30 September 2024. In the absence of availability
of relevant edit bgs, we are unable to comment whether
the audit trail feature at the database level and the
application level has operated throughout the period or
whether there were any instances of audit trail feature
being tampered with.

- Due to limitations in the system configuration pertaining
to accounting software used for maintaining books of
account relating to general ledger, we are unable to
comment whether there were any instances ofthe audit
trail feature being tampered with during the period 1
April 2024 to 30 September 2024.

Additionally, where audit trail (edit log) facility was enabled
and operated in previous year, the audit trail has been
preserved bytheCompany for accounting software used
for maintaining books of account relating to general
ledger as per the statutory requirements for record
retention. Flowever, the audit trail has not been preserved
for accounting software relating to customer billing.

C. With respect to the matter to be included in the Auditor's
Report under Section 197(16) ofthe Act
In our opinion and according to the information and
explanations given to us, the Company has not paid any
remuneration to its directors during the year. The Ministry of
Corporate Affairs has not prescribed other details under Section
197(16) ofthe Act which are required to be commented upon
by us.

ForB SR & Co. LLP

Chartered Accountants
Firm’s Registration No.:101248W/W-100022

Jayanta Mukhopadhyay

Partner

Place: Kolkata Membership No.: 055757

Date: 20 May 2025 ICAI UDIN:25055757BMNSHJ8470