We have audited the standalone financial statements of
SAMHI Hotels Limited (the "Company") which comprise
the standalone balance sheet as at 31 March 2025, and the
standalone statement of profit and loss (including other
comprehensive income), standalone statement of changes
in equity and standalone statement of cash flows for the
year then ended, and notes to the standalone 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
standalone 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, of the
state of affairs of the 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) of the Act.
Our responsibilities under those SAs 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 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 opinion on the
standalone financial statements.

KEY AUDIT MATTERS

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.

REVENUE RECOGNITION

See Note 28 to the standalone 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. The Company's 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 will 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
and take necessary actions, as applicable under the relevant
laws and regulations.

MANAGEMENT'S AND BOARD OF DIRECTORS'
RESPONSIBILITIES FOR THE STANDALONE FINANCIAL
STATEMENTS

The Company's Management and Board of Directors are
responsible for the matters stated in Section 134(5) of the
Act with respect to the preparation of these standalone
financial statements that give a true and fair view of the state
of affairs, profit and other comprehensive loss, 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 standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the standalone 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
STANDALONE FINANCIAL STATEMENTS

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 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 standalone
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 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 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 standalone 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 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.

• 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.

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 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

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 matters stated in the paragraph 2B(f)
below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014.

c. The standalone balance sheet, the
standalone statement of profit and loss
(including other comprehensive income), the
standalone statement of changes in equity
and the standalone statement of cash flows
dealt with by this Report are in agreement
with the books of account.

d. In our opinion, the aforesaid standalone
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 07 April 2025
and 10 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 qualifications relating to the maintenance
of accounts and other matters connected
therewith are as stated in the paragraph
2A(b) above on reporting under Section
143(3)(b) of the Act 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 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 as at 31 March 2025 on its

financial position in its standalone financial
statements - Refer Note 37 to the standalone
financial statements.

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

c. There were no amounts which were 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 their knowledge
and belief, other than as disclosed
in the Note 49(v) to the standalone
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 of the Company ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries.

(ii) The management has represented
that, to the best of their knowledge
and belief, as disclosed in the Note
49(vi) to the standalone 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 of the Funding Parties ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the
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 Company has neither declared nor paid
any dividend during the year.

f. Based on our examination which included
test checks, except for the instances
mentioned below, the Company has used
accounting softwares for maintaining its
books of account, which have feature of
recording audit trail (edit log) facility and
the same has operated throughout the year
for all relevant transactions recorded in the
respective accounting softwares:

i. In the absence of sufficient and
appropriate reporting on compliance
with the audit trail requirements in the
respective independent auditor's reports
of service organisations available for
part of the year and in the absence of
the independent auditor's reports of
service organisations for the balance
period, for accounting softwares used
for maintaining the books of account
relating to general ledger, food and
beverage revenue and procure to pay
process, which are operated by third-
party software service providers, we
are unable to comment whether audit
trail feature for the said softwares
was enabled and operated throughout
the year for all relevant transactions,
recorded in the respective softwares.

ii. In the absence of an independent
auditor's report from 1 January 2025 to
31 March 2025 in relation to controls at
a service organisation for an accounting
software used for maintaining the
books of account relating to payroll,
which is operated by a third party
software service provider, we are unable
to comment whether audit trail feature
for the said software was enabled
and operated from 1 January 2025 to
31 March 2025 for all relevant
transactions recorded in the software.

iii. The feature of recording audit trail (edit
log) facility was not enabled at the
database level to log any direct data
changes for the accounting software
used for maintaining the books of
account relating to revenue process
for the period from 1 April 2024 to 6
September 2024.

iv. The feature of recording audit trail
(edit log) facility was not enabled for
the accounting software used for
maintaining the books of account
relating to general ledger.

v. The feature of recording audit trail (edit
log) facility was not enabled at the
database level to log any direct data
changes for the accounting software
used for maintaining the books of
account relating to revenue process.

Further, for the accounting softwares for
which audit trail feature is enabled and
operated effectively, we did not come across
any instance of audit trail feature being
tampered with during the course of our audit.
Additionally, the audit trail has preserved
by the Company as per the statutory
requirements for record retention except
for the period where the audit trail was not
enabled or operating effectively.

C. With respect to the matter to be included in the
Auditor's Report under Section 197(16) of the Act:

I n our opinion and according to the information
and explanations given to us, the remuneration
paid by the Company to its directors during the
current year is in accordance with the provisions
of Section 197 of the Act. The remuneration paid
to any director is not in excess of the limit laid
down under Section 197 of 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.

For B S R & Co. LLP

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

Rahul Nayar

Partner

Place: Gurugram Membership No.: 508605

Date: 29 May 2025 ICAI UDIN:25508605BMOLMK9799