We have audited the accompanying financial statements of HLV Limited (“the Company”) which comprise the Balance Sheet as at 31^st March, 2025,
the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows
for the year ended on that date, 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 (Ind AS) specified under section 133 of the Act and other accounting principles generally accepted in India, of the state of affairs of the
Company as at 31^st March, 2025, and Profit including Other 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 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 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 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 ICAI's 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

We draw attention to the following matters in notes to the financial statements: -

Note 37.1(a) relating to enhancement in lease rentals and unilateral termination of lease agreement of 18000 sq. mtrs. of land by Airports Authority
of India (AAI) relating to Mumbai hotel and eviction proceedings initiated by them, ROAR Case, which the Company is legally contesting. Disputed
amount not provided in the Books for the period up to 31^st March, 2025 cumulatively amounts to ' 15,380 lakhs (Previous Year ' 13,359 lakhs).

Note 37.1(b) relating to the demands made by AAI relating to Rent and Minimum Guarantee Fees as royalty including interest in respect of 11000
sq. mtrs. of land in Mumbai cumulatively amounting to ' 80,705 lakhs up to 31^st January, 2019 (Previously ' 28,537 lakhs up to 31^st January, 2017)
not provided in the Books as the liability is disputed and not crystalized as per the legal opinion and the additional cost the company may have to
incur towards restoration of FSI, which is not ascertainable.

Matter related to Going Concern

We draw attention to Note no. 37.3 in the Financial Statements regarding the preparation of financial statements on ‘going concern basis' for
the reasons stated therein. However, matters stated in Emphasis of Matter above indicate that there is uncertainty exists that may cast doubt on
company's ability to continue as a going concern. As stated in Note no. 37.3, the appropriateness of assumption of going concern depend on
getting favorable judgments and settlements in respect of disputes with Airports Authority of India including the renewal of lease and continuing the
Business.

Our conclusion is not modified in respect of these matters.

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 matter to be communicated in our Report:

Information Other than the Financial Statements and Auditor’s Report thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information
included in the Annual Report, 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.

Responsibilities of Management for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial
statements that give a true and fair view of the financial position, financial performance, total comprehensive Income, changes in equity and cash
flows of the Company in accordance with the accounting principles generally accepted in India, including the 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, 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 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 financial statements.

As part of an audit in accordance with Standards on Auditing, 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 financial controls 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 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.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the
economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect
of any identified misstatements in the standalone financial statements.

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 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

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 paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, based on our audit 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 financial statements dealt with by this report are in agreement with the books of accounts.

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

e. The matter described in paragraph relating to Emphasis of Matter may have an adverse effect on the functioning of the company.

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

g. 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”.

h. With respect to the matters to be included in the Auditor's Report under section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its Managing
Directors during the current year is in accordance with the provisions of section 197 of the Act and does not exceeds the prescribed limit
under section 197 read with Schedule V to 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.

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, 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 37.4 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. The Company has neither declared nor paid the dividend during the year.

vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rule, 2014 is applicable from 1st April, 2023

Based on our examination which included test checks, except for the instances mentioned below, the Company has used an accounting
softwares for maintaining its books of account, 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 respective softwares. Further, during the course of our audit we did not
come across any instance of audit trail being tempered with and the audit trail of the prior year has been preserved by the Company
as per the statutory requirements for record retention, other than the consequential impact of the exception given below:

A. The feature of recording audit trail (edit log) facility was not available at the application layer of the accounting software relating
to property, plant and equipment, Investment Property and Intangible assets which is for the entire year.

B. The feature of recording audit trail (edit log) facility was available at the application layer of the accounting softwares relating
to Accounts, Payroll, Material Management and revenue which is supported by third party service provider. For the above
softwares Service Organisation Control Type-2/Assurance Report on Controls at Service Organisation report are not available.

C. The accounting software (Oracle and SQL) used for maintenance of books of accounts of the Company at database level is
operated by a third-party service provider. In the absence of any information on existence of audit trail (edit logs) for any direct
changes made at the database levels and non availability of Service Organisation Control Type-2/Assurance Report on Controls
at Service Organisation report, we are unable to comment on whether audit trail feature with respect to the database of the said
software was enable and operated throughout the year.

For N. S. Shetty & Co.

Chartered Accountants

FR No. : 0110101W

Rohit Shetty

Partner

M. No.135463

UDIN : 25135463BMNQVF7797

Place: Mumbai

Date: 22^nd May, 2025