We have audited the accompanying financial statements of
Gujarat Hotels Limited (“the Company”), which comprise the
Balance Sheet as at March 31,2025, the Statement of Profit and
Loss including Other Comprehensive Income, the Statement
of Changes in Equity and the Statement of Cash Flows 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
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 specified
under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, (“Ind AS”)
and other accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31, 2025,
and total comprehensive income (comprising of profit and other
comprehensive income), changes in equity and its cash flows
for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance
with the Standards on Auditing (SAs) specified under section
143(10) of the Act. Our responsibilities under those Standards
are further described in the Auditors' 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 made 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 these
financial statements of the current period. These matters were
addressed in the context of our audit of the financial statements
as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit
matters to be communicated in our report.

Information Other than the Financial Statements and
Auditors' Report Thereon

The Company's Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Board's Report
including Annexures to Board's Report, Management
Discussion and Analysis, Corporate Governance Report and
Shareholder's Information but does not include the financial
statements and our auditors' report thereon. The above-
referred information is expected to be made available to us
after the date of this audit report.

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 identified above
when it becomes available and, in doing so, consider whether
the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated.

When we read the information, which we will obtained after the
date of auditors' report and if we conclude that there is a material
misstatement therein, we are required to communicate the
matter to those charged with governance and take appropriate
actions necessitated by the circumstances and the applicable

laws and regulations.

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, total
comprehensive income, changes in equity and cash flows of
the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act.

This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for preventing
and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making
Judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the 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 Board of Directors is also responsible for overseeing the
Company's financial reporting process.

Auditors' 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 auditors' 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 control relevant to
the audit in order to design audit procedures that are

appropriate in the circumstances. Under section 143(3)
(i) of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal
financial controls with reference to financial statements in
place and the operating effectiveness of such controls.

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

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 auditors' report unless law or regulation
precludes public disclosure about the matters 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 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, 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;

c. the Balance Sheet, the Statement of Profit and Loss
including other comprehensive income, the Statement
of Changes in Equity and the Statement of Cash
Flows dealt with by this Report are in agreement with
the 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 March 31, 2025, taken on
record by the Board of Directors, none of the directors
is disqualified as on March 31, 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 financial statements of the
Company and the operating effectiveness of such
controls, refer to our separate report in Annexure “B”;

g. with respect to the other matters to be included in the
Auditors' Report in accordance with the requirements
of section 197(16) of the Act, as amended:

the Company has neither paid nor provided for, any
remuneration to its directors during the year; and

h. with respect to the other matters to be included in
the Auditors' 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 financial statements - refer note 20A to the
financial statements;

ii. the Company did not have any long-term
contracts including derivative contracts for which
there were material foreseeable losses as at
March 31, 2025;

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 it's knowledge and belief, other than
as disclosed in the notes to the accounts, no
funds (which are material either individually
or in aggregate) 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 it's knowledge and belief, other than
as disclosed in the notes to the accounts, no
funds (which are material either individually
or in aggregate) 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;

(c) Based on the audit procedures that have
been considered reasonable and appropriate
in the circumstances, nothing has come to
our notice that has caused us to believe
that the representations under sub-clause
(i) and (ii) of Rule 11(e), as provided under
(a) and (b) above, contain any material
misstatement.

v. (a) The final dividend paid by the Company

during the year which was declared for the
previous year is in accordance with section
123 of the Act to the extent it applies to
payment of dividend.

(b) The Board of Directors of the Company
has proposed dividend for the year which
is subject to the approval of the members
at the ensuing Annual General Meeting.
The amount of dividend proposed is in
accordance with section 123 of the Act, as
applicable.

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

For K C Mehta & Co LLP
Chartered Accountants
Firm's Registration No. 106237W/W100829

Chhaya Dave
Partner

Place: Vadodara Membership No. 100434

Date: April 23, 2025 uDiN: 25100434BMLKFE6430