We have audited the accompanying financial statements of U. P. Hotels Limited (“the Company”), which comprise the Balance Sheet
as at March 31,2026, 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 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, except for the effects of the matters
described in the Basis of Qualified Opinion section of our report, 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 of Qualified Opinion

Attention is drawn to the following notes to the financial statements: -

1. Note No. 39.1, 39.2 and 41(a) regarding non-compliance of Minimum Public Shareholding as explained in the said notes.
As such, the Company is yet to comply with Regulation 38 of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015 with regard to Minimum Public Shareholding.

2. Note No. 41(b) i.e. the Company is yet to achieve 100% dematerialization of the promoters’ shareholding. As such, the
Company has not complied with Regulation 31(2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015.

3. Note No. 41(c) i.e. the Related Party Transactions (“RPT”) entered into by the company during the previous years and
which are continuing in the current financial year could not be approved by the Audit Committee and Board of Directors
being part of a legal matter pending before the Hon’ble National Company Law Tribunal (NCLT) for adjudication as
explained in the note. These RPTs are not entered in the Register maintained under Section 189 of the Act. As such,
the Company is yet to comply with sections 188 and 189 of the Act and Regulation 23 of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015.

4. The ultimate outcome of the matters specified in paras 1-3 above cannot presently be determined and its consequential
impact on these financial statements cannot be ascertained.

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 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 independence 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 Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of 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.

Ilnformation Other than the Financial Statements and Auditors’ Report thereon

The Company's Board of Directors is responsible for preparation of the other information. The other information comprises the information
included in Annual Report, but does not include the financial statements and our auditor's report thereon.

Our opinion on financial statement 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 material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.

Management’s responsibility 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 applicable 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
the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgements 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 statement 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 Board of Directors is responsible for assessing the company's ability to continue as 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 the operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the company's financial reporting process.

Auditor’s Responsibilities for the Audit of 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 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 judgement 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 procedure 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 statement 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 transaction and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the
economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative
materiality and qualitative factor 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 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 disclosures 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 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. 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 accounts 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 (including other comprehensive income), Statement of Changes in
Equity and the Statement of Cash Flows dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards prescribed under section 133
of the Act read with relevant rules issued thereunder.

e) On the basis of the written representations received from the directors as on 31st March, 2026 taken on record by the Board
of Directors, none of the directors are disqualified as on 31st 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”. Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.

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:

a) The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

b) The Company did not have any long term contracts including derivative contracts.

c) There has been no delay and the amounts required to be transferred to Investor education and protection fund during
the year were transferred on time by the company.

d) Based on the audit procedures performed 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/disclosures under sub-clause (i)
and (ii) of Rule 11(e) contain any material mis-statement. (Refer Note No. 42 to the financial statements)

e) The Company has not declared or paid any dividend during the year.

f) Based on our examination which included test checks, the company has used an accounting software for maintaining
its books of accounts 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 software. Further, during the course of our audit we did
not come across any instance of audit trail feature being tempered with.

Additionally, the audit trail has been preserved by the company as per the statutory requirements for record retention.

For Satinder Goyal & Co.
Chartered Accountants
Firm's Regn. No: 027334N

Shubhanshu Jain

(Partner)

Date : 28^th May, 2026 Membership No. : 541369

Place : New Delhi UDIN No: 26541369DFKSPY3071