We have audited the standalone financial statements
of Apeejay Surrendra Park Hotels Limited ("the
Company”), which comprise the Balance sheet as
at March 31, 2026, the Statement of Profit and Loss,
including the statement of Other Comprehensive
Income, the Cash Flow Statement 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 .

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, as amended ("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 at March 31, 2026, its profit including
other comprehensive income, its cash flows and the
changes in equity 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),
as specified under Section 143(10) of the Act. Our
responsibilities under those Standards are further
described in the 'Auditor's Responsibilities for the Audit
of the Financial Statements’ section of our report.
We are independent of the Company in accordance

with the 'Code of Ethics’ issued by the Institute of
Chartered Accountants of India 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 Code of Ethics. 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.

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 financial year
ended March 31, 2026. 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
standalone financial statements.

Other Information

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

Our opinion on the 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 such
other information is materially inconsistent with the
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.

Responsibilities of the Management for the
Standalone 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 standalone 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 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 accounting
policies; making judgments and estimates that are
reasonable and prudent; and the 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,
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.

Those Board of Directors are 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 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 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 standalone 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 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 for the financial year ended March
31, 2026 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 sub-section (11) of
Section 143 of the Act, we give in the “Annexure 1”
a statement on the matters specified in paragraphs
3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report
to the extent applicable, 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) I n 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
note 47 to the standalone financial statements
that the backup of the books of account and
other books and papers maintained in electronic
mode has not been maintained on servers
physically located in India on daily basis and
except for the matters stated in the paragraph
(i)(vi) below on reporting under Rule 11(g);

(c) The Balance Sheet, the Statement of Profit
and Loss including the Statement of Other
Comprehensive Income, the Cash Flow
Statement and Statement of Changes in Equity
dealt with by this Report are in agreement with
the books of account;

(d) I n our opinion, the aforesaid standalone
financial statements comply with the
Accounting Standards specified under
Section 133 of the Act, read with Companies
(Indian Accounting Standards) Rules, 2015,
as amended;

(e) On the basis of the written representations
received from the directors as on March 31, 2026
taken on record by the Board of Directors,
none of the directors is disqualified as on
March 31, 2026 from being appointed as a
director in terms of Section 164 (2) of the Act;

(f) The modification relating to the maintenance
of accounts and other matters connected
therewith are as stated in paragraph (b) above

on reporting under Section 143(3)(b) and
paragraph (i)(vi) below on reporting under
Rule 11(g);

(g) With respect to the adequacy of the internal
financial controls with reference to financial
statements and the operating effectiveness of
such controls, refer to our separate Report in
“Annexure 2” to this report;

(h) In our opinion, the managerial remuneration for
the year ended March 31, 2026 has been paid/
provided by the Company to its directors in
accordance with the provisions of Section 197
read with Schedule V to 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, as amended in our opinion and to
the best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position
in its standalone financial statements -
Refer Note 41 to the financial statements;

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

iii. There were no amounts which were
required to be transferred to the Investor
Education and Protection Fund by
the Company;

i v. 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, whether,
directly or indirectly lend or invest in
other persons or entities identified
in any manner whatsoever by or on
behalf of the Company (“Ultimate
Beneficiaries”) or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

b) The management has represented
that, to the best of its knowledge
and belief, no funds 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, whether, directly
or indirectly, lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf
of the Funding Party (“Ultimate
Beneficiaries”) or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and

c) Based on such 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 (a) and (b) contain any
material misstatement.

v. The final dividend paid by the Company
during the year in respect of the same
declared for the previous year is in
accordance with Section 123 of the
Act to the extent it applies to payment
of dividend.

vi. Based on our examination which included
test checks and as described in Note 47 to
the standalone financial statements, the
Company has used accounting software
for maintaining its books of account in
respect to which in certain cases, the
audit trail feature (edit log) was either not
enabled/ enabled throughout the year for
all relevant transactions recorded in the
software, and in respect of accounting
software maintained by a third-party
service provider we are unable to comment
whether audit trail feature was enabled due
to absence of Service Organisation Control
Report. Accordingly, as explained above,
we are unable to comment upon whether
the audit trail was operated throughout
the year or whether during the year there
was any instance of audit trail feature being
tampered with in respect of the accounting
software. Additionally, the audit trail in
respect of the year ended March 31, 2025
has been preserved by the company as
per the statutory requirements for record
retention to the extent it was enabled and
recorded in the respective years.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Amit Chugh

Partner

Membership Number: 505224

UDIN: 26505224GXVYFS3130

Place of Signature: New Delhi

Date: May 26, 2026