Auditor Report of Samhi Hotels Ltd.

Mar 31, 2025

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.

IMPAIRMENT ASSESSMENT OF PROPERTY, PLANT AND EQUIPMENT, RIGHT OF USE ASSETS AND OTHER INTANGIBLE

ASSETS

See Note 53(a) to the standalone financial statements

The key audit matter

How the matter was addressed in our audit

As at 31 March 2025, the carrying value of property, plant and equipment, right of use assets and other intangible assets amounts to Rs. 2,250.37 million (net of impairment loss of Rs. 63.43 million). In accordance with the requirements of Ind AS 36 "Impairment of Assets", the Company periodically assesses whether there is any indication for impairment in relation to such property, plant and equipment, right of use assets and other intangible assets at a cash generating unit (CGU) level. If any such indication exists, the Company estimates the recoverable amount of these assets. Further, the Company also periodically assesses whether there are any impairment reversals. To assess the recoverability of the CGU, management is required to make significant estimates and assumptions related to forecast of future revenue, operating margins, exit multiple and discount rates. The recoverable amount of the CGU determined based on value in use, has been derived from discounted cash flow model.

Our audit procedures included: • Tested the design, implementation, and operating effectiveness of key controls over the impairment assessment process. • Assessed the indicators of impairment (including impairment reversal) in assets at CGU level based on consideration of external and internal factors affecting the value and performance of CGU. • Obtained management assessment of recoverable amount of CGU where indicator of impairment (including impairment reversal) is identified and performed the following procedures: a. Obtained an understanding of the Company''s process for projecting the future cash flows for determining the recoverable amount of CGUs. b. Evaluated the key market related assumptions such as discount rate and exit multiple with assistance of our internal valuation specialist. We also performed sensitivity analysis over these assumptions.

The key audit matter	How the matter was addressed in our audit
Consequent to such impairment assessment, the Company has recorded an impairment reversal of Rs. 54.42 million against such assets in the current year. In view of the significance of these assets and involvement of judgements and estimates in impairment assessment of property, plant and equipment, right of use assets and other intangible assets, this area has been identified as a key audit matter.	c. Assessed the reliability of cash flow forecasts through a retrospective review of actual performance in comparison to budgets. d. Evaluated the reasonableness of the assumptions used in the cash flow forecasts which includes occupancy rate, average room rate and operating margins. To consider forecasting risk we also performed sensitivity analysis over these assumptions. • Evaluated the adequacy of the disclosures made in the standalone financial statements in accordance with the applicable accounting standards.
IMPAIRMENT ASSESSMENT OF INVESTMENT IN SUBSIDIARIES See Note 53(b) to the standalone financial statements
The key audit matter	How the matter was addressed in our audit
In accordance with the requirements of Ind AS 36 "Impairment of Assets", the Company performs an impairment assessment of its investment in subsidiaries. Further, the Company also periodically assesses whether there are any impairment reversals. As at 31 March 2025, the net value of investment in subsidiaries is Rs. 28,822.32 million (net of impairment loss of Rs. 3,405.65 million). The Company estimates the recoverable value of its investment in subsidiaries where impairment risk is identified. The recoverable amount of the investments determined based on value in use, has been derived from discounted cash flow model. To assess the recoverable value, management is required to make significant estimates and assumptions related to forecast of future revenue, operating margins, exit multiple and discount rates. Consequent to such impairment assessment, the Company has recorded a net impairment reversal of Rs. 613.31 million against such investments in the current year. In view of the significance of these investments and involvement of judgements and estimates, in impairment assessment, this area has been identified as a key audit matter.	Our audit procedures included: • Tested the design, implementation, and operating effectiveness of key controls over the impairment assessment process. • Assessed the indicators of impairment (including impairment reversal) in investments based on consideration of external and internal factors affecting the value and performance of investments. • Obtained management assessment of recoverable amount of investments where indicator of impairment (including impairment reversal) is identified and performed the following procedures: a. Obtained an understanding of the Company''s process for projecting the future cash flows for determining the recoverable amount of investments. b. Evaluated the key market related assumptions such as discount rate and exit multiple with assistance of our internal valuation specialist. We also performed sensitivity analysis over these assumptions. c. Assessed the reliability of cash flow forecasts through a retrospective review of actual performance in comparison to budgets. d. Evaluated the reasonableness of the assumptions used in the cash flow forecasts which includes occupancy rate, average room rate and operating margins. To consider forecasting risk we also performed sensitivity analysis over these assumptions. • Evaluated the adequacy of the disclosures made in the standalone financial statements in accordance with the applicable accounting standards.

The key audit matter

How the matter was addressed in our audit

The Company is principally engaged in the business of owning and operating hotels. It''s revenue comprises hotel revenue (including room revenue, food and beverage revenue and revenue from recreation and other services). The accounting policies for different revenue streams are set out in Note 2.11 to the standalone financial statements. Revenue is a key performance indicator of the Company and there is risk of overstatement of revenue due to fraud resulting from pressure to achieve targets and earnings expectations. Considering the above, we have identified revenue recognition as a key audit matter.

Our audit procedures included: • Tested the design, implementation and operating effectiveness of the key controls of the revenue recognition process. • Tested the Company''s revenue recognition accounting policies are consistent with the applicable accounting standards. • Using statistical sampling basis, tested the revenue transactions recorded during the year (including year- end cut off testing) with the underlying documents such as invoices, bank collections and other relevant documents, as applicable. • Tested the journal entries relating to revenue recognised during the year based on specified risk-based criteria, to identify unusual or irregular items. • Evaluated the adequacy of disclosures relating to the revenue recognition made in the standalone financial statements in accordance with the applicable accounting standards.

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

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Mar 31, 2024

We have audited the standalone financial statements of SAMHI Hotels Limited (the "Company") which comprise the standalone balance sheet as at 31 March 2024, 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 2024, and its loss and 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 (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.

IMPAIRMENT ASSESSMENT OF PROPERTY, PLANT AND EQUIPMENT, RIGHT OF USE ASSETS AND OTHER INTANGIBLE ASSETS

See Note 56(a) to the standalone financial statements

The key audit matter

How the matter was addressed in our audit

As at 31 March 2024, the carrying value of property, plant and equipment, right of use assets and other intangible assets amounts to Rs. 2,244.23 million (net of impairment loss of Rs. 146.85 million). In accordance with the requirements of Ind AS 36 "Impairment of Assets", the Company periodically assesses whether there is any indication for impairment in relation to such property, plant and equipment, right of use assets and other intangible assets at a cash generating unit (CGU) level. If any such indication exists, the Company estimates the recoverable amount of these assets. Further, the Company also periodically assesses whether there are any impairment reversals. To assess the recoverability of the CGU, management is required to make significant estimates and assumptions related to forecast of future revenue, operating margins, exit multiple and discount rates. The recoverable amount of the CGU determined based on value in use, has been derived from discounted cash flow model.

Our audit procedures included: • Tested the design, implementation, and operating effectiveness of key controls over the impairment assessment process. • Assessed the indicators of impairment (including impairment reversal) in assets at CGU level based on consideration of external and internal factors affecting the value and performance of CGU. • Obtained management assessment of recoverable amount of CGU where indicator of impairment (including impairment reversal) is identified and performed the following procedures: a. Obtained an understanding of the Company’s process for projecting the future cash flows for determining the recoverable amount of CGUs. b. Evaluated the key market related assumptions such as discount rate and exit multiple with assistance of our internal valuation specialist. We also performed sensitivity analysis over these assumptions.

The key audit matter	How the matter was addressed in our audit
In view of the significance of these assets and involvement of judgements and estimates in impairment assessment of property, plant and equipment, right of use assets and other intangible assets, this area has been identified as a key audit matter.	c. Assessed the reliability of cash flow forecasts through a retrospective review of actual performance in comparison to budgets. d. Evaluated the reasonableness of the assumptions used in the cash flow forecasts which includes occupancy rate, average room rate and operating margins. To consider forecasting risk we also performed sensitivity analysis over these assumptions. • Evaluated the adequacy of the disclosures made in the standalone financial statements in accordance with the applicable accounting standards.
IMPAIRMENT ASSESSMENT OF INVESTMENTS IN SUBSIDIARIES
See Note 55 and 56(b) to the standalone financial statements
The key audit matter	How the matter was addressed in our audit
In accordance with the requirements of Ind AS 36 "Impairment of Assets", the Company performs an impairment assessment of its investments in subsidiaries. Further, the Company also periodically assesses whether there are any impairment reversals. As at 31 March 2024, the net value of investments is Rs. 27,506.23 million (net of impairment loss of Rs. 4,018.96 million). The Company estimates the recoverable value of its investments in subsidiaries where impairment risk is identified. The recoverable amount of the investments determined based on value in use, has been derived from discounted cash flow model. To assess the recoverable value, management is required to make significant estimates and assumptions related to forecast of future revenue, operating margins, exit multiple and discount rates. Consequent to such impairment assessment, the Company has recorded an impairment reversal of Rs. 990.74 million against such investments in the current year. In view of the significance of these investments and involvement of judgements and estimates, in impairment assessment, this area has been identified as a key audit matter.	Our audit procedures included: • Tested the design, implementation, and operating effectiveness of key controls over the impairment assessment process. • Assessed the indicators of impairment (including impairment reversal) in investments based on consideration of external and internal factors affecting the value and performance of investments. • Obtained management assessment of recoverable amount of investments where indicator of impairment (including impairment reversal) is identified and performed the following procedures: a. Obtained an understanding of the Company’s process for projecting the future cash flows for determining the recoverable amount of investments. b. Evaluated the key market related assumptions such as discount rate and exit multiple with assistance of our internal valuation specialist. We also performed sensitivity analysis over these assumptions. c. Assessed the reliability of cash flow forecasts through a retrospective review of actual performance in comparison to budgets. d. Evaluated the reasonableness of the assumptions used in the cash flow forecasts. To consider forecasting risk we also performed sensitivity analysis over these assumptions. • Evaluated the adequacy of the disclosures made in the standalone financial statements in accordance with the applicable accounting standards.

REVENUE RECOGNITION

See Note 28 to the standalone financial statements

The key audit matter

How the matter was addressed in our audit

The Company is principally engaged in the business of owning hotels. It’s revenue comprises hotel revenue (including room revenue, food and beverage revenue and revenue from recreation and other services). The accounting policies for different revenue streams are set out in Note 2.11 to the standalone financial statements. Revenue is a key performance indicator of the Company and there is risk of overstatement of revenue due to fraud resulting from pressure to achieve targets and earnings expectations. Considering the above, we have identified revenue recognition as a key audit matter.

Our audit procedures included: • Tested the design, implementation and operating effectiveness of the key controls of the revenue recognition process. • Tested the Company’s revenue recognition accounting policies are consistent with the applicable accounting standards. • Using statistical sampling basis, tested the revenue transactions recorded during the year (including year-end cut off testing) with the underlying documents such as invoices, bank collections and other relevant documents, as applicable. • Tested the journal entries relating to revenue recognised during the year based on specified risk-based criteria, to identify unusual or irregular items. • Evaluated the adequacy of disclosures relating to the revenue recognition made in the standalone financial statements in accordance with the applicable accounting standards.

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.

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/ loss and other comprehensive income, 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 following:

(i) the back-up of accounting softwares used for maintaining general ledger, food and beverage revenue records, payroll records and procure to pay records which forms part of the ''books of account and other relevant

books and papers in electronic mode’ have not been kept on servers physically located in India on a daily basis.

(ii) the back-up of one of the accounting software used for maintaining general ledger which forms part of the ''books of account and other relevant books and papers in electronic mode’ has not been kept on server physically located in India on a daily basis during 1 April 2023 till 29 June 2023; and

(iii) 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 15 April 2024 to 19 April 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 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 2024 on its financial position in its standalone financial statements - Refer Note 37(b) 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, as disclosed in the Note 50(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 50(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 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 under subclause (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 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:

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, payroll 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. 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.

iii. 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.

Further, for the periods where audit trail (edit log) facility was enabled and operated for the respective accounting softwares, we did not come across any instance of the audit trail feature being tampered with except that in case of one of the accounting software used for maintaining general ledger, due to limitations in the system configuration, we are unable to comment whether there were any instances of the audit trail feature being tampered with.

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 2024 ICAI UDIN:24508605BKGUMR903

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Mar 31, 2023

SAMHI Hotels Limited

Report on the Audit of the Standalone Financial Statements

We have audited the standalone financial statements of SAMHI Hotels Limited (the “Company”) which comprise the standalone balance sheet as at 31 March 2023, 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 a summary of significant 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 2023, and its loss and other comprehensive loss, changes in equity and its cash flows for the year ended on that date.

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 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.

Going Concern
See Note 48 to standalone financial statements
The key audit matter	How the matter was addressed in our audit
The standalone financial statements of the	Our audit procedures included:

Company have been prepared on a going concern basis.	• Enquired with the management and those
The Company has incurred a net loss of INR	charged with governance regarding the
656.36 million during the year ended 31 March	Company''s ability to meet their obligations for
2023, and as of that date, the Company''s	the next 12 months.
current liabilities exceed its current assets by	* Assessed the appropriateness and
INR 3,614.48 million. Further, the Company	reasonableness of the cash flow forecasts for
has contractual cash outflows of INR 4,467.35 million (excluding future contractual interest	the next 12 months.
payments) due within 12 months of the balance	* Compared the forecasted statement of profit and
sheet date.	loss and cash flows with the Company''s business plans approved by the board of
The Company has prepared budgets / cash	directors.
flow forecasts, which involves judgement and	* Evaluated the reasonableness of the
estimation around the sources of funds to meet	assumptions used in the cash flow forecasts
the financial obligations and cash flow	which includes occupancy rate, average room
requirements.	rate etc. To consider forecasting risk we also performed sensitivity analysis over these
Based on the expected future cash flows, the Company has projected a net cash outflow of	assumptions.
INR 1,488.32 million in the next 12 months of	• Assessed the reliability of cash flow forecasts
the balance sheet date. The future cash flows	through a retrospective review of actual
are projected considering the following:	performance in comparison to budgets.
	• Discussions with Book Running Lead Manager
• Expected increase in cash flow from	(BRLM) on the progress of the IPO process.
operations.	• Compared the projected cash inflows that the
* Availability of unrestricted cash and bank	Company expects from monetization of its hotel
balances and undrawn credit facilities.	properties held in subsidiaries with the fair valuation performed by an independent
* Contractual cash outflows for repayment of	valuation expert.
borrowings and interest payment. These
outflows have been considered after	• Obtained understanding of the terms and
factoring refinancing of borrowings completed subsequent to the year end in one of the subsidiary company.	conditions of new borrowing facilities availed during the year/ subsequent to the year end and availability of cash and bank balances / undrawn credit facilities.
* Increase in Company''s ability to obtain
additional borrowings post the acquisition	¦ Assessed the adequacy of disclosures in the
of AC IC portfolio. The acquisition of AC IC	standalone financial statements relating to
portfolio has been completed subsequent to the year end.	uncertainties and mitigation thereof.
The Company expects to fund the net cash outflow position from the potential proceeds of Initial Public Offering (''IPO''), refinancing of its existing borrowings, additional borrowings that can be obtained post the ACIC acquisition and the management’s plan to monetise few of its hotel properties held in subsidiaries, if required, to provide the Company with the desired liquidity to meet its contractual obligations and

liabilities as and when they fall due in the near future. Considering the subjectivity involved in the assessment performed by the management and board of directors, we have identified the assessment of going concern assumption as a key audit matter.
1 Impairment assessment of Property Plant and Equipment, Right of Use Assets and Other 1 Intangible Assets
See Note 55 to standalone financial statements
The key audit matter	How the matter was addressed in our audit
As at 31 March 2023, the carrying value of Property Plant and Equipment, Right of use assets and Other Intangible Assets amounts to Rs. 2,288.74 million. The Company periodically assess whether there is any indication that such Property Plant and Equipment, Right of use assets and Other Intangible Assets at cash generating unit (CGU) level may be impaired. If any such indication exists, the Company estimates the recoverable amount of these assets and if the recoverable amount is less than its carrying amount, the carrying amount is reduced to its recoverable amount. That reduction is recorded as impairment loss. To assess the recoverability of the CGU, management is required to make significant estimates and assumptions related to forecast of future revenue, operating margins, exit multiple and selection of the discount rates. The Company used the discounted cash flow approach to determine the recoverable value of the CGU. These assumptions are of particular importance due to the extent of judgment involved, thus changes in these assumptions could have a significant impact on the recoverable value of the CGU. Considering the inherent uncertainty, complexity and judgement involved, impairment assessment of the above-mentioned assets has been considered as a	Our audit procedures included: '' Obtained an understanding of the Company’s process for projecting the future cash flows for determining the recoverable amount of CGU. * Tested the appropriateness of management''s basis to identify relevant CGUs for which impairment testing is performed. * Tootod tho dooign, implementation and operating effectiveness of key controls over the impairment assessment process. * Evaluated the Company’s key market related assumptions such as discount rate and exit multiple. * Assessed the reliability of cash flow forecasts through a retrospective review of actual performance in comparison to budgets. * Evaluated the reasonableness of the assumptions used in the cash flow forecasts which includes occupancy rate, average room rate. To consider forecasting risk we also performed sensitivity analysis over these assumptions. * Assessed the appropriaten ess of the disclos u res made in the standalone financial statements.

key audit matter.
1 Impairment assessment of Investments in subsidiaries
See Note 5 to standalone financial statements
The key audit matter	How the matter was addressed in our audit
The Company has performed an impairment assessment of its investments in subsidiaries. The gross value of Investments is Rs. 17,382.07 million and impairment of Rs. 4,169.42 million has been recorded till 31 March 2023. The Company estimates the recoverable value of its investments in subsidiaries. To assess the recoverable value, management is required to make significant estimates and assumptions related to forecast of future revenue, operating margins, exit multiple and selection of the discount rates. The Company used the discounted cash flow approach to determine the recoverable value. These assumptions are of particular importance due to the extent of judgment involved, thus changes in these assumptions could have a significant impact on the recoverable value. Considering the above, we have identified the impairment assessment of investments in subsidiaries as a key audit matter.	Our audit procedures included: * Obtained an understanding of the Company’s process for projecting the future cash flows for determining the recoverable amount of investments in subsidiaries. ¦ Tested the design, implementation and operating effectiveness of key controls over the impairment assessment process. * Evaluated the Company’s key market related assumptions such as discount rate and exit multiple. ¦ Assessed the reliability of cash flow forecasts through a retrospective review of actual performance in comparison to budgets. * Evaluated the reasonableness of the assumptions used in the cash flow forecasts which includes occupancy rate, average room rate. To consider forecasting risk we also performed sensitivity analysis over these assumptions. * Assessed and validated the appropriateness of the disclosures made in the standalone financial statements.
Revenue recognition
See Note 1b. 11 to standalone financial statements
The key audit matter	How the matter was addressed in our audit
The Company is principally engaged as a hotel owner. It''s revenue comprises hotel revenue (including room revenue, food and beverage revenue and recreation and other services revenue). The accounting policies for different revenue	Our audit procedures included: * Tested the Company''s revenue recognition accounting policies and its compliance with the relevant accounting standard. • Tested design, implementation and operating

streams are set out in Note 1 b. 11 to the	effectiveness of the key controls of the revenue
standalone financial statements.	recognition process.
Revenue is a key performance indicator of the Company and there is risk of overstatement of revenue due to fraud resulting from pressure to achieve targets and earnings expectations.	* Performed substantive testing (including year-end cut off testing) by selecting samples of revenue transactions recorded during the year. For such samples, verified the underlying documents such as invoices, receipts etc.
Considering the above, we have identified	* Tested the adequacy of disclosures relating to
revenue recognition as a key audit matter.	the revenue recognition in the standalone financial statements.

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 directors'' report, but does not include the financial statements and auditor''s report thereon.

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 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. 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.

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/ loss and other comprehensive income, 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.

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 ctatomontc, 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.

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 that the back-up of certain softwares/ applications which form part of the books of account and other relevant books and papers in electronic mode have not been maintained on the servers physically located in India. Further, in respect of certain softwares / applications, we are unable to comment on whether the back-up of the books of account and other relevant books and papers in electronic mode has been kept on servers physically located in India on a daily basis due to lack of availability of sufficient information/ evidence.

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. The matters described in the Basis for Qualified Opinion paragraph in "Annexure B” with respect to adequacy and operating effectiveness of the internal financial controls with reference to financial statements of the Company, 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 as on 31 March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 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 the paragraph 2A(b) above.

h. 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”.

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 2023 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, as disclosed in the Note 50 (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 50 (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 Beneficiaries¹'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) 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 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. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.

C. With respect to the matter 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 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

Rahuf Nayar

Partner

Place: Gurugram Membership No.: 508605

Date: 17 August 2023 ICAI UDIN:23508605BGZYII4917