We have audited the financial statements of Sayaji Hotels (Indore) Limited ("the Company"),
which comprise the Balance Sheet as at 31^st March 2026, 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,
2026, 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 Statementssection
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. 43. (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 43.(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,
2026 taken on record by the Board of Directors, none of the directors is disqualified as on

st

31 March, 2026 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.43 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, 2026 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 : 16^th May, 2026 Sd/-

(Himanshu Sharma)
Partner
M. No. 402560
UDIN: 26402560IVADLR3815