1. We have audited the accompanying standalone financial statements of Royal Orchid Hotels Limited (‘the
Company’), which comprise the Standalone Balance Sheet as at 31 March 2025, the Standalone Statement of
Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Cash Flow, the Standalone
Statement of Changes in Equity for the year then ended and notes to the standalone financial statements,
including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us,except for the
possible effects of the matter described in the Basis for Qualified Opinion section of our report, 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 (‘Ind AS’)
specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and
other accounting principles generally accepted in India, of the state of affairs of the Company as at
31 March 2025, its profit (including other comprehensive income), its cash flows and the changes in equity for
the year ended on that date.

Basis for Qualified Opinion

3. As described in Note 60 to the Standalone Financial Statements, certain shareholders of Ksheer Sagar
Developers Private Limited (‘KSDPL’), an associate of the Company, together holding 50% of voting power
in such investee company, had filed a petition before the Hon’ble National Company Law Tribunal (‘NCLT’)
under Sections 241 and 242 of the Act during the previous year with respect to certain allegations against
the Company as detailed in the said note. Further, as described in the said note, Management in its response
to NCLT had considered KSDPL as a ‘private company’, instead of considering it as a “deemed public
company” for assessing applicability of the compliance requirements under the Act.

Considering the aforesaid ongoing litigation between the shareholders of KSDPL in respect of the allegations
raised in the said petition, the outcome of which is presently unascertainable, and inconsistent legal
assessment with respect to status of KSDPL under the Act, we are unable to comment upon the legal
compliance by KSDPL with respect to applicable provisions of the Act.

4. We conducted our audit in accordance with the Standards on Auditing 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 (‘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 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 qualified opinion.

Emphasis of Matter- Interim order cum show cause notice issued by SEBI

5. We draw attention to Note 59 to the standalone financial statements, which describes that an ‘interim order
cum show cause notice’ dated 31 March 2023 was issued by the Securities and Exchange Board of India (‘SEBI’)
to the Company, its Managing Director, Director and Chief Financial Officer regarding alleged incorrect
accounting of ‘loss of control’ with respect to an erstwhile subsidiary of the Company, Ksheer Sagar Developers
Private Limited (‘KSDPL’), in the year ended 31 March 2022. The Company had filed an appeal before the
Securities Appellate Tribunal (‘SAT’) against the interim order which was stayed by the SAT on 17 August 2023.
SEBI on 11 October 2024 issued the final order on this matter against which the Company has filed an appeal
before the SAT. The SAT on 5 November 2024 has stayed the final order issued by SEBI in respect of the aforesaid
matter.

As further described in aforementioned note, the Management is of the view that evaluation of ‘loss of control’
and classification of KSDPL as an associate during the year ended 31 March 2022 is appropriate in accordance
with the ‘control assessment’ principles enunciated under Ind AS 110, Consolidated Financial Statements and
accordingly, no adjustments are required to be made in respect of this matter in the standalone financial
statements. Our opinion is not modified in respect of this matter.

Key Audit Matter

6. 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.

7. In addition to the matters described in the Basis for Qualified Opinion, we have determined the matter described
below to be the key audit matter to be communicated in our report.

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

8. The Company’s Board of Directors are 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. The Annual Report is expected to be made available to us after the date of this auditor’s
report.

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 identified above when it becomes available 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.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required
to communicate the matter to those charged with governance.

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

9. The accompanying standalone financial statements have been approved by the Company’s Board of Directors.
The Company’s Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect
to the preparation and presentation 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 specified under Section 133 of the Act 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.

10. In preparing the standalone financial statements, the Board of Directors 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 the Board of Directors either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to do so.

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

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

12. 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 Standards on Auditing 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.

13. As part of an audit in accordance with Standards on Auditing, specified under Section 143(10) of the Act 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
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 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; and

• 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.

14. 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.

15. 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.

16. 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

17. As required by Section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration
to its directors during the year in accordance with the provisions of and limits laid down under Section 197 read
with Schedule V to the Act.

18. 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 I a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

19. Further to our comments in Annexure I, as required by Section 143(3) of the Act based on our audit, we report,
to the extent applicable, that:

a) We have sought and except for the matter described in the Basis for Qualified Opinion section, obtained all
the information and explanations which to the best of our knowledge and belief were necessary for the
purpose of our audit of the accompanying standalone financial statements;

b) Except for the possible effects of the matter described in the Basis for Qualified Opinion section and except
for the matters stated in paragraph 19 (i)(vi) below on reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014 (as amended), 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 financial statements dealt with by this report are in agreement with the books of account;

d) Except for the possible effects of the matter described in the Basis for Qualified Opinion section, in
our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133
of the Act;

e) The matter described in paragraph 3 under the Basis for Qualified Opinion section and paragraph 4 under
Emphasis of Matter section, in our opinion, may have an adverse effect on the functioning of the Company;

f) On the basis of the written representations received from the directors and 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;

g) The qualification relating to the maintenance of accounts and other matters connected therewith are as
stated in paragraph 3 of the Basis for Qualified Opinion section, paragraph 19(b) above on reporting under
Section 143(3)(b) of the Act and paragraph 19(j)(vi) below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended);

h) With respect to the adequacy of the internal financial controls with reference to financial statements of
the Company as on 31 March 2025 and the operating effectiveness of such controls, refer to our separate
report in Annexure II wherein we have expressed an unmodified opinion; and

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 best of our information
and according to the explanations given to us:

i. Except for the possible effects of the matter described in paragraph 3 of the Basis for Qualified Opinion
section, the Company, as detailed in Note 52 to the standalone financial statements, has disclosed the
impact of pending litigations on its financial position as at 31 March 2025.

ii. the Company did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses as at 31 March 2025;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection
Fund by the Company during the year ended 31 March 2025;

iv. a. The Management has represented that, to the best of its knowledge and belief, as disclosed in Note

58 to the standalone financial statements, no funds have been advanced or loaned or invested (either
from borrowed funds or securities premium or any other sources or kind of funds) by the Company to
or in any person(s) or entity(ies), including foreign entities (‘the 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 (‘the Ultimate Beneficiaries’) or provide any guarantee, security or
the like on behalf the Ultimate Beneficiaries;

b. The Management has represented that, to the best of its knowledge and belief, as disclosed in Note
58 to the standalone financial statements, no funds have been received by the Company from any
person(s) or entity(ies), including foreign entities (‘the 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; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the Management
representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The final dividend paid by the Company during the year ended 31 March 2025 in respect of such dividend
declared for the previous year is in accordance with Section 123 of the Act to the extent it applies to
payment of dividend; and

As stated in Note 21(e) to the accompanying standalone financial statements, the Board of Directors of
the Company have proposed final dividend for the year ended 31 March 2025 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.

vi. As stated in Note 61 to the standalone financial statements and based on our examination which included
test checks, except for instances mentioned below, 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 been operated throughout the
year for all relevant transactions recorded in the respective software. Further, during the course of our
audit we did not come across any instance of audit trail feature being tampered with, other than the
consequential impact of the exceptions given below. Furthermore, except for instances mentioned
below, the audit trail has been preserved by the Company as per the statutory requirements for record
retention.

i. The accounting software used for maintenance of certain revenue records is operated by a third-party
software service provider. In the absence of an ‘Independent Service Auditor’s Assurance Report on
the Description of Controls, their Design and Operating Effectiveness’ (‘Type 2 report’ issued in
accordance with SAE 3402, Assurance Reports on Controls at a Service Organization), we are unable
to comment on whether audit trail feature of the said software was enabled and operated throughout
the year for all relevant transactions or whether there were any instances of audit trail feature being
tampered with at the database level. Further, due to absence of the Type 2 report, we are unable to
comment on the preservation of audit trail pertaining to financial year from 2023 to 2024 as per the
statutory requirements for record retention.

ii. The accounting software used for maintenance of certain revenue records is operated by a third-party
software service provider. In the absence of any information on existence of audit trail (edit logs) for
any direct changes made at the database level in the Type 2 report issued in accordance with SAE
3402, Assurance Reports on Controls at a Service Organization, we are unable to comment on whether
audit trail feature with respect to the database of the said software was enabled and operated
throughout the year. The audit trail pertaining to financial year from 2023 to 2024 have not been
preserved by the Company as per the statutory requirements for record retention.

iii. The accounting software used for maintenance of books of accounts which is operated by a third-party
software service provider. In the absence of the Type 2 report issued in accordance with SAE 3402,
Assurance Reports on Controls at a Service Organization, we are unable to comment on whether audit
trail feature of the said software was enabled and operated throughout the year for all relevant
transactions or whether there were any instances of audit trail feature being tampered with at the
database level.

iv. The accounting software used for maintenance of books of accounts which is operated by a third-party
software service provider. In the absence of the Type 2 report issued in accordance with SAE 3402,
Assurance Reports on Controls at a Service Organization, we are unable to comment on whether audit
trail feature of the said software was enabled and operated throughout the year for all relevant
transactions or whether there were any instances of audit trail feature being tampered with at the
database level. Further, the audit trail has not been preserved at the application level by two units of
the Company as per the statutory requirements for record retention and due to the absence of the
Type 2 report, we are unable to comment on the preservation of audit trail pertaining to financial
year from 2023 to 2024 as per the statutory requirements for record retention.

v. The audit trail for an accounting software used for the maintenance of accounting records of one unit
of the Company has not been preserved by the Company as per the statutory requirements for record
retention from 1 April 2023 to 23 April 2023.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm’s Registration No.: 001076N/N500013

Hemant Maheshwari

Partner

Membership No.: 096537

UDIN: 25096537BMOFQV9008

Bengaluru

27 May 2025