Auditor Report of Ras Resorts & Apart Hotels Ltd.

Mar 31, 2025

We have audited the accompanying Financial
Statements of Ras Resorts & Apart Hotels Limited
(“the Company”), which comprise the Balance Sheet
as at 31st March 2025, and the Statement of Profit
and Loss (including Other Comprehensive Income),
the Statement of Cash Flow and the Statement of
Changes in Equity for the year then ended, and
notes to the Financial Statements, including a
summary of material accounting policies and other
explanatory information (hereinafter referred to as
“Financial Statements").

In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid financial statements give the information
required by the Companies Act, 2013 (“the Act”) in
the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules,
2015, as amended, (“Ind AS”) and other accounting
principles generally accepted in India,

(a) in the case of the Balance Sheet, of the state
of affairs of the Company as at 31^st March,
2025;

(b) in the case of the Statement of Profit and Loss
(including Other Comprehensive Income), of
the Loss for the year ended on that date;

(c) in the case of the Statement of Changes in
Equity, of the changes in equity for the year
ended on that date; and

(d) in the case of the Cash Flow Statement, of the
cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements
in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the
Companies Act, 2013. Our responsibilities under
those Standards are further described in the
Auditor’s Responsibilities for the Audit of the

Financial 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 (“the ICAI”) together with the
ethical requirements that are relevant to our audit of
the financial statements under the provisions of the
Act and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with
these requirements and the ICAI’s Code of Ethics.

We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a
basis for our opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance
in our audit of the financial statements for the
year ended 31^st March, 2025. 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. For each matter below,
our description of how our audit addressed the
matter is provided in that context.

We have determined the matters described below
to be the key audit matters to be communicated
in our report. We have fulfilled the responsibilities
described in the Auditor’s responsibilities for the
audit of the financial statements section of our
report, including in relation to these matters.
Accordingly, our audit included the performance of
procedures designed to respond to our assessment
of the risks of material misstatement of the financial
statements. The results of our audit procedures,
including the procedures performed to address
the matters below, provide the basis for our audit
opinion on the accompanying financial statements.

S. No..	Key Audit Matters	Auditor''s Response
1	Revenue Recognition The Company is principally engaged as a hotel owner and property owner. Its revenue comprises hotel room revenue, food and beverage revenue and other hotel-related revenue.	Principal Audit Procedures performed included the following: • Tested the Company’s revenue recognition accounting policies and its compliance with Ind AS 115. • Tested design, implementation and operating effectiveness of the controls, assisted by IT specialists, of the revenue recognition process.

S. No..	Key Audit Matters	Auditor''s Response
	The accounting policies for the different revenue streams are set out in Note No. 1(iii) to the 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. Based on the above we have identified revenue recognition as a Key Audit Matter.	• Tested the general information technology controls and key application controls surrounding revenue recognition. • Tested on a sample basis revenue recognized in the correct financial period by tracing it to invoices, receipts, etc. • Tested the adequacy of disclosures relating to the Revenue recognition in the financial statements. • Performed substantive analytical procedures including year on year variance analysis and cash to sales reconciliation for the financial year.
2	Revaluation of Freehold Land and Building During the year, the Company has revalued its freehold lands and resort building. The revaluation is based on the circle rate issued by the administrative authority. Based on the value of its impact on financial statements it is considered a key audit matter.	Principal Audit Procedures performed included the following: • Evaluating the process and methodology used by the management to perform the revaluation. • Testing the data inputs and assumptions used in the revaluation model, including relevant market data. • Evaluating the work of external valuation specialists, including the assumptions and criteria applied. • Reviewing the disclosures in the financial statements regarding the valuation methodologies and assumptions used.
3	Accounting and disclosure of Leasehold Land The Company has obtained certain parcels of land on long-term lease from the government which are used for its core operations. Due to the judgments involved in determining the lease term and material impact on the financial statements, we consider this a key audit matter.	Principal Audit Procedures performed included the following: • Assessing the design, implementation, and operating effectiveness of key internal controls over lease accounting, including management’s review processes for lease classification, expense accruals, and reconciliations with lessor. • Evaluating management''s judgments regarding lease classification by inspecting the lease agreements to determine compliance with criteria for operating or finance lease classification. • Checked compliance of lease- related disclosures in the financial statements with Ind AS 116, especially relating to lease term, ROU asset values, and depreciation/amortization policies.

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

The Company’s Board of Directors is responsible
for the preparation of the other information. The
other information comprises of the information
included in the Management Discussion and
Analysis, Draft Board’s Report including Annexures
to the said Board’s Report, Corporate Governance
and Shareholder’s Information, but does not include
the financial statements and our auditor’s report
thereon.

Our opinion on the financial statements does not
cover the other information and we do not express
any form of assurance conclusion thereon.

In connection with our audit of the financial
statements, our responsibility is to read the other
information and, in doing so, consider whether the
other information is materially inconsistent with the
financial statements, or our knowledge obtained
during the course of our audit or otherwise appears
to be materially misstated.

If, based on the work we have performed, we
conclude that there is a material misstatement of
this other information; we are required to report that
fact. We have nothing to report in this regard.

Responsibilities of Management and Those
Charged with Governance 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 including
other comprehensive income, cash flows and
changes in equity of the Company in accordance with
the other accounting principles generally accepted
in India, including the Indian Accounting Standards
(Ind AS) specified under section 133 of the Act read
with the Companies (Indian Accounting Standards)
Rules, 2015, as amended. 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
implementation and maintenance of accounting
policies; making judgments and estimates that are
reasonable and prudent; and design, implementation

and maintenance of adequate internal financial
controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting
records, relevant to the preparation and presentation
of the financial statements that give a true and fair
view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, management
is responsible for assessing the Company’s
ability to continue as a going concern, disclosing,
as applicable, matters related to going concern
and using the going concern basis of accounting
unless management either intends to liquidate the
Company or to cease operations, or has no realistic
alternative but to do so.

The Company’s Board of Directors is also
responsible for overseeing the Company’s financial
reporting process.

Auditor''s Responsibilities for the Audit of the
Financial Statements

Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee
that an audit conducted in accordance with
Standards on Auditing (“SAs”) will always detect a
material misstatement when it exists. Misstatements
can arise from fraud or error and are considered
material if, individually or in the aggregate, they
could reasonably be expected to influence the
economic decisions of users taken on the basis of
these financial statements.

As part of an audit in accordance with SAs, we
exercise professional judgment and maintain
professional skepticism throughout the audit. We
also:

• Identify and assess the risks of material
misstatement of the financial statements,
whether due to fraud or error, design and
perform audit procedures responsive to
those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a
material misstatement resulting from fraud is
higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override
of internal control.

• Obtain an understanding of internal 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 with reference to system in place and
the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management.

• Conclude on the appropriateness of
management’s use of the going concern
basis of accounting and, based on the audit
evidence obtained, whether a material
uncertainty exists related to events or
conditions that may cast significant doubt
on the Company’s ability to continue as a
going concern. If we conclude that a material
uncertainty exists, we are required to draw
attention in our auditor’s report to the related
disclosures in the financial statements or, if
such disclosures are inadequate, to modify
our opinion. Our conclusions are based on
the audit evidence obtained up to the date of
our auditor’s report. However, future events or
conditions may cause the Company to cease
to continue as a going concern.

• Evaluate the overall presentation, structure
and content of the financial statements,
including the disclosures, and whether the
financial statements represent the underlying
transactions and events in a manner that
achieves fair presentation.

Materiality is the magnitude of misstatements in
the financial statements that, individually or in the
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
factors (i) in 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 disclosure about the
matter or when, in extremely rare circumstances,
we determine that a matter should not be
communicated in our report because the adverse
consequences of doing so would reasonably be
expected to outweigh the public interest benefits of
such communication.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor’s
Report) Order, 2020 (“the Order”), issued
by the Central Government of India in terms
of section 143(11) of the Act, we give in
“Annexure A” a statement on the matters
specified in 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 account
as required by law relating to preparation
of the aforesaid Financial Statements
have been kept 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, the Statement
of Changes in Equity and the Cash Flow
Statement dealt with by this Report are
in agreement with the relevant books of
account.

d) In our opinion, the aforesaid financial

statements comply with the Ind AS
specified under Section 133 of the

Act, read with the Companies (Indian
Accounting Standards) Rules 2015, as
amended

e) On the basis of the written

representations received from the

directors as on 31st March, 2025 taken
on record by the Board of Directors,
none of the directors is disqualified as on
31st March, 2025 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 with
reference to the financial statements
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 with reference to the
financial statements.

g) With respect to the other matter to
be included in the Auditor’s Report in
accordance with the requirement of
section 197(16) of the Act, 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 read with Schedule V to 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, as amended in our opinion and to

the best of our information and according

to the explanations given to us:

i. The Company does not have any
pending litigation which would
impact its financial position;

ii. The Company did not have any

long-term contracts including
derivative contracts for which there
were any material foreseeable

losses.

iii. There has been no delay in

transferring amounts, required

to be transferred, to the Investor
Education and Protection Fund by
the Company.

iv. (a) The management has

represented that, to the
best of its knowledge and
belief, no funds 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
(“Ultimate Beneficiaries”) by
or on behalf of the Company
or provide any guarantee,
security or the like on behalf of
the Ultimate Beneficiaries.

(b) The management has
represented that, to the
best of its knowledge and
belief, no funds 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 (“Ultimate
Beneficiaries”) by or on behalf
of the Funding Party or provide
any guarantee, security or the
like on behalf of the Ultimate
Beneficiaries.

(c) Based on such audit
procedures as considered
reasonable and appropriate in
the circumstances, nothing has
come to our notice that has
caused us to believe that the
representations provided under
(a) and (b) above, contain any
material misstatement.

v. The Company has not declared or
paid any dividend during the year
and has not proposed any dividend
for the year.

vi. Based on our examination, which
includes test checks, it is observed
that the company has used
accounting software for maintaining
its books of account which has a
feature of recording audit trail (edit
log) facility and the same has been
operated throughout the year for all
the relevant transactions recorded
in the software. Further, during the
course of our audit we did not come
across any instance of the audit trail
feature being tampered with and the
audit trail has been preserved by
the Company as per the statutory
requirements for record retention.

For Khandelwal & Mehta LLP

Chartered Accountants
Firm Regn. No. W100084

Sunil Khandelwal

(Partner)

Place : Mumbai M. No.: 101388

Date : 17^th May 2025 UDIN: 25101388BMNVNH3069

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Mar 31, 2024

RAS RESORTS AND APART HOTELS LIMITEDReport on the Audit of the Financial Statements Opinion

We have audited the accompanying Financial statements of Ras Resorts and Apart Hotels Limited (“the Company”), which comprise the Balance Sheet as at 31st March 2024, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the Financial Statements, including a summary of material accounting policies and other explanatory information, (hereinafter referred to as “the financial statement “)

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, find AS”) and other accounting principles generally accepted in India,

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31^st March, 2024;

(b) in the case of the Statement of Profit and Loss (including Other Comprehensive Income), of the loss for the year ended on that date;

(c) in the case of the Statement of Changes in Equity, of the changes in equity for the year ended on that date; and

(d) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under

those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Sr. No.	Key Audit Matters	Auditor’s Response
1	Revenue Recognition The Company is principally engaged as a hotel owner and property owner. Its revenue comprises hotel room revenue, food and beverage revenue and other hotel-related revenue. The accounting policies for the different revenue streams are set out in Note No. 1(iii) to the 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. Based on the above we have identified revenue recognition as a Key Audit Matter.	Principal Audit Procedures performed included the following: • Tested the Company''s revenue recognition accounting policies and its compliance with Ind AS 115. • Tested design, implementation and operating effectiveness of the controls, assisted by IT specialists, of the revenue recognition process. • Tested the general information technology controls and key application controls surrounding revenue recognition. • Tested on a sample basis revenue recognized in the correct financial period by tracing it to invoices, receipts, etc. • Tested the adequacy of disclosures relating to the Revenue recognition in the financial statements. • Performed substantive analytical procedures including year on year variance analysis and cash to sales reconciliation for the financial year.

Sr. No.	Key Audit Matters	Auditor’s Response
2	Property, Plant &	Principal Audit Procedures
	Equipment	performed included the
	During the year, the	following:
	Company has revalued	• Evaluating the process and
	one of its freehold	methodology used by the
	lands and measured it	management to perform the
	at fair value.	revaluation.
	The revaluation is	• Testing the data inputs and
	based on the Ready	assumptions used in the
	Reckoner Rate.	revaluation model, including
	The value of impact	relevant market data.
	makes it a significant	• Assessing the adequacy of
	matter for our audit.	the Company''s disclosures in respect of the measurement of freehold land.

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

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

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance 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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility

also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibilities for the Audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and

perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financials 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 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 management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the Financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in

the financial statements that, individually or in the

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 factors (i) in 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 disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in 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 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 paragraph 2(i) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

c) The Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid 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 31st March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2024 from being appointed as a director in terms of Section 164(2) of the Act.

f) With reference to maintenance of accounts and other matter therewith, reference is invited to paragraph 2(b) above on reporting under section 143(3)(b) and paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 as amended.

g) With respect to the adequacy of the internal financial controls with reference to the financial statements 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 with reference to the financial statements.

h) 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 read with Schedule V of the Act.

i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigation which would impact its financial position;

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. (a) The management has

represented that, to the best of its knowledge and belief, no funds 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.

(b) The management has represented that, to the best of its knowledge and belief, 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 Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on such audit procedures as 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) or (ii) of Rule 11(e) of the Companies (Audit and Auditors) Rules, 2014, as provided under (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year and has not proposed any dividend for the year.

vi. Based on our examination, which includes test checks, it is observed that the company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year except for the period 01^st April 2023 to 2^nd May 2023 with regards to the books of Head Office and for the period 01^st April 2023 to 22^nd April 2023 with regards to the books of Silvassa Unit, for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended on March 31, 2024.

For Khandelwal & Mehta LLP

Chartered Accountants Firm Regn. No. W100084

S. L. Khandelwal

(Partner)

Place: Mumbai M. No.: 101388

Date : 11^th May 2024 UDIN: 24101388BKEBBT8233

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Mar 31, 2015

We have audited the accompanying financial statements of RAS RESORTS AND APART HOTELS LIMITED ("the company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors are responsible for the matters in section 134(5) of the Companies Act, 2013 ('the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, give the information required by the 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 on 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in terms of section 143 (11) of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in the said order.

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 appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts.

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

e) On the basis of written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors are disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) 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 our best of our information and according to the explanations given to us :

i. The Company does not have any pending litigations which would impact its financial position.

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

iii. There were no dues which were required to be transferred to Investor Education and Protection Fund by the company.

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT

The Annexure referred to in our Report of even date to the members of the Ras Resorts and Apart Hotels Limited on the financial statements for the year ended on 31st March, 2015. We report that:

1. (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management at reasonable interval and no material discrepancies were noticed on such verification.

2. According to information and explanations given to us, the Company's inventory of stores, food & beverages and operating supplies have been physically verified by the Management at reasonable intervals during the year. The Company has a perpetual inventory system. In our opinion the frequency of such verification is reasonable.

3. According to information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act.

4. In our opinion and according to information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed any major weaknesses in internal control system.

5. According to the information and explanations given to us, the Company has not accepted any deposits as per the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

6. According to the information and explanations given to us, maintenance of cost records has not been specified by the Central Government under sub-section (1) of section 148 of the Companies Act.

7. (a) According to the records of the Company, there were no undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.

(b) According to the records of the Company and information and explanations given to us there are no disputed dues in case of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess.

(c) According to the records of the Company and information and explanations given to us, there were no dues which were required to be transferred to Investor Education and Protection Fund by the company.

8. In our opinion, the Company has not incurred any cash losses in the financial year and in the immediately preceding financial year and does not have any accumulated losses at the end of financial year.

9. The Company has not defaulted in repayment of dues to a financial institution or bank towards term loans availed.

10. According to information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

11. In our opinion and according to information and explanations given to us, the term loans were applied for the purpose for which the loans were obtained.

12. According to information and explanations given to us and to the best of our knowledge and belief no fraud on or by the company has been noticed or reported during the year.

For DAYAL AND LOHIA Chartered Accountants Firm Regn. No. 102200W

(S.V. Thomas) Place: Mumbai Partner Date : 29th May, 2015 Mem. No. 125944

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Mar 31, 2014

We have audited the accompanying financial statements of RAS RESORT AND APART HOTELS LIMITED, which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT (Referred to in of our Report of even date on the accounts of Ras Resorts and Apart Hotels Limited for the year ended 31st March 2014.)

1. In respect of its Fixed assets:

a) The Company has maintained proper records showing particulars, including quantitative details and situation of fixed assets.

b) The fixed assets have been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

c) The Company has not disposed off any substantial part of fixed assets so as to affect its going concern.

2. According to information and explanations given to us, the Company''s inventory of stores, food & beverages and operating supplies have been physically verified by the Management at reasonable intervals during the year. The Company has a perpetual inventory system. In our opinion, the frequency of such verification is reasonable.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) According to the information and explanation given to us, the Company has not granted any loan, secured or unsecured to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956;

b) According to the information and explanation given to us, the Company has not taken any loan, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956;

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inventory, fixed assets and sale of goods and services. During the course of our audit, we have not observed any major weakness in the internal control system.

5. a) According to the information and explanations given to us, we are of the opinion that transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at the prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted deposit u/s. 58A, 58AA or any other relevant provisions of the Companies Act, 1956 during the year.

7. In our opinion, the Company has an internal audit system commensurate with the size and the nature of the business.

8. According to the information and explanations given to us, maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956.

9. a) According to the records of the Company, there were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues outstanding as on 31st March, 2014, for a period of more than six months from the date they became payable.

b) According to the records of the Company and information and explanations given to us there are no dues of sales tax, income tax, wealth tax, service tax, custom duty, excise duty on account of any disputes.

10. In our opinion, the Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the year and in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to financial institutions or banks.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or any other securities.

13. In our opinion, the Company is not a Chit Fund, Nidhi or Mutual Fund/Society.

14. According to the information and explanations given to us, the Company does not trade in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

16. In our opinion and on the basis of information and explanations given to us, the term loans availed by the company were prima facie applied for the purpose for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company. We report that as on the date of the Balance Sheet, Short-Term Fund to the extent of Rs. 29,809,610/- have been used for Non- Current Asstes representing excess of Current Liabilities over Current Assets.

18. The Company has not made preferential allotment of shares to Company covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. According to the information and explanations given to us, and to the best of our knowledge and belief no fraud on or by the Company, has been noticed or reported during the year.

For DAYAL & LOHIA Chartered Accountants Firm Regn. No. 102200W

(S. L. Khandelwal) Place : Mumbai Patner Date : 24th May, 2014 Mem. No. 101388

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Mar 31, 2013

We have audited the accompanying financial statements of RAS RESORT AND APART HOTELS LIMITED, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, subject to note no.36 regarding disclosure of amount due to Micro Small and Medium Enterprise.

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of the Statement of Profit and Loss of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in of our Report of even date on the accounts of Ras Resorts and Apart Hotels Limited for the year ended 31st March 2013.)

1. In respect of its Fixed assets:

a) The Company has maintained proper records showing particulars, including quantitative details and situation of fixed assets.

b) The fixed assets have been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

c) The Company has not disposed off any substantial part of fixed assets so as to affect its going concern.

2. According to information and explanations given to us, the Company''s inventory of stores, food & beverages and operating supplies have been physically verified by the Management at reasonable intervals during the year. The Company has a perpetual inventory system. In our opinion, the frequency of such verification is reasonable.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) According to the information and explanation given to us, the Company has not granted any loan, secured or unsecured to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956;

b) According to the information and explanation given to us, the Company has not taken any loan, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956;

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inventory, fixed assets and sale of goods and services. During the course of our audit, we have not observed any major weakness in the internal control system.

5. a) According to the information and explanations given to us, we are of the opinion that transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at the prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted deposit u/s. 58A, 58AA or any other relevant provisions of the Companies Act, 1956 during the year.

7. In our opinion, the Company has an internal audit system commensurate with the size and the nature of the business.

8. According to the information and explanation given to us, maintenance of cost records has not been prescribed by the Central Government under section 209(1 )(d) of the Act.

9. a) According to the records of the Company, there were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues outstanding as on 31st March, 2013, for a period of more than six months from the date they became payable.

b) According to the records of the Company and information and explanations given to us there are no dues of sales tax, income tax, wealth tax, service tax, custom duty, excise duty on account of any disputes.

10. In our opinion, the Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the year and in the immediately preceding financial year. *

11. The Company has not defaulted in repayment of dues to financial institutions or banks.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or any other securities.

13. In our opinion, the Company is not a Chit Fund, Nidhi or Mutual Fund/Society.

14. According to the information and explanations given to us, the Company does not trade in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

16. In our opinion and on the basis of information and explanations given to us, the term loans availed by the company were prima facie applied for the purpose for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, during the year no funds raised on short-term basis have been used for long-term investment by the Company.

18. The Company has not made preferential allotment of shares to Company covered in the register maintained under section 301 of the Companies Act, 1956. .

19. The Company has not issued debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. According to the information and explanations given to us, and to the best of our knowledge and belief no fraud on or by the Company, has been noticed or reported during the year.

For DAYAL & LOHIA Chartered Accountants

Firm Regn. No. 102200W

(S. L. Khandelwal)

Place : Mumbai Partner

Date : 10th May, 2013 Mem. No. 101388

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Mar 31, 2012

We have audited the attached Balance Sheet of RAS RESORTS AND APART HOTELS LIMITED as at 31st March, 2012 and the Profit and Loss Account for the year ended on that date, and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test check basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to above, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion, proper books of accounts as required by the law have been kept by the Company so far as it appears from our examination of the books.

(c) The Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Profit and Loss Account and Balance Sheet comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(e) In our opinion and based on the information and explanations given to us, none of the directors are disqualified as on 31st March, 2012 from being appointed as directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012;

(ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in paragraph 2 of our Report of even date on the accounts of Ras Resorts and Apart Hotels Limited for the year ended 31st March, 2012)

1. In respect of its Fixed assets:

(a) The Company has maintained proper records showing particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

(c) The Company has not disposed off any substantial part of fixed assets so as to affect its going concern.

2. According to information and explanations given to us, the Company's inventory of stores, food & beverages and operating supplies have been physically verified by the Management at reasonable intervals during the year. The Company has a perpetual inventory system. In our opinion, the frequency of such verification is reasonable.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

(a) According to the information and explanation given to us, the Company has not granted any loan, secured or unsecured to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956;

(b) According to the information and explanation given to us, the Company has not taken any loan, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956;

4. In our opinion and according to the information and explanations given to us,

there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inventory, fixed assets and sale of goods and services. During the course of our audit, we have not observed any major weakness in the internal control system.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956, according to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

6. According to the information and explanations given to us, the Company has not accepted the deposit u/s. 58A, 58AA or any other relevant provisions of the Companies Act, 1956 during the year.

7. In our opinion, the Company has an internal audit system commensurate with the size and the nature of the business.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 to the Company.

9. (a) According to the records of the Company, there were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues outstanding as on 31st March, 2012, for a period of more than six months from the date they became payable.

(b) According to the records of the Company and information and explanations given to us there are no dues of sales tax, income tax, wealth tax, service tax, custom duty, excise duty on account of any disputes.

10. In our opinion, the Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the year and in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to financial institutions or banks.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or any other securities.

13. In our opinion, the Company is not a Chit Fund, Nidhi or Mutual Fund/Society.

14. According to the information and explanations given to us, the Company does not trade in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

16. In our opinion and on the basis of information and explanations given to us, the term loans availed by the Company were prima facie applied for the purpose for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, during the year no funds raised on short-term basis have been used for long-term investment by the Company.

18. The Company has not made preferential allotment of shares to Company covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. According to the information and explanations given to us, and to the best of our knowledge and belief no fraud on or by the Company, has been noticed or reported during the year.

For DAYAL & LOHIA

Chartered Accountants

Firm Regn. No. 102200W

S. L. Khandelwal

Place : Mumbai Partner

Date : 4th May, 2012 M No: 101388

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Mar 31, 2010

We have audited the attached Balance Sheet of RAS RESORTS AND APART HOTELS LIMITED as at 31st March, 2010 and the Profit and Loss Account for the year ended on that date, and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test check basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to above, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion, proper books of accounts as required by the law have been kept by the Company so far as it appears from our examination of the books.

(c) The Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Profit and Loss Account and Balance Sheet comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(e) In our opinion and based on the information and explanations given to us, none of the directors are disqualified as on 31st March, 2010 from being appointed as directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010;

(ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 2 of our Report of even date on the accounts of Ras Resorts and Apart Hotels Limited for the year ended 31st March 2010.)

1. In respect of its Fixed assets:

(a) The Company has maintained proper records showing particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

(c) The Company has not disposed off any substantial part of fixed assets so as to affect its going concern.

2. According to information and explanations given to us, the Companys inventory of stores, food & beverages and operating supplies have been physically verified by the Management at reasonable intervals during the year. The Company has a perpetual inventory system. In our opinion, the frequency of such verification is reasonable.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

(a) According to the information and explanation given to us, the Company has not granted any loan, secured or unsecured to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956;

(b) According to the information and explanation given to us, the Company has not taken any loan, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956;

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inventory, fixed assets and sale of goods and services. During the course of our audit, we have not observed any major weakness in the internal control system.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956, according to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

6. According to the information and explanations given to us, the Company has not accepted the deposit u/s 58A, 58AA or any other relevant provisions of the Companies Act, 1956 during the year.

7. In our opinion, the Company has an internal audit system commensurate with the size and the nature of the business.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 to the Company.

9. (a) According to the records of the Company, there were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues outstanding as on 31st March, 2010, for a period of more than six months from the date they became payable.

(b) According to the records of the Company and information and explanations given to us there are no dues of sales tax, income tax, wealth tax, service tax, custom duty, excise duty on account of any disputes.

10. In our opinion, the Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the year and in the immediately preceding financial year.

11. On the basis of our examination of the books and according to the information and explanations given to us, the Company has not borrowed any sum from financial institutions or banks.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or any other securities.

13. In our opinion, the Company is not a Chit Fund, Nidhi or Mutual Fund/Society.

14. According to the information and explanations given to us, the Company does not deal in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

16. In our opinion and on the basis of information and explanations given to us, the term loans availed by the company were prima facie applied for the purpose for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, during the year no funds raised on short-term basis have been used for long-term investment by the Company.

18. The Company has not made preferential allotment of shares to Company covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. According to the information and explanations given to us, and to the best of our knowledge and belief no fraud on or by the Company, has been noticed or reported during the year.

For DAYAL & LOHIA

Chartered Accountants Firm Regn. No. 102200W

S. L. Khandelwal

Place : Mumbai Partner

Date : 13th August, 2010 M. No: 101388