We have audited the accompanying financial statements
of Benares Hotels Limited (“the Company”), which
comprise the balance sheet as at 31 March 2025, and the
statement of Profit and Loss (including other
comprehensive income), the statement of changes in
equity and 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
“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, of the state of affairs of the Company as at 31
March 2025, its 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 in accordance with the
Standards on Auditing (SAs) specified under Section
143(10) of the Act. Our responsibilities under those
SAs are further described in the Auditor's
Responsibilities for the Audit of the 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 Code of Ethics. We believe that the audit
evidence obtained by us 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.

We have determined the matter described below to be
the key audit matter to be brought to your attention.

Information Other than the Financial Statements
and Auditors’ Report Thereon

The Company's Management and Board of Directors
are responsible for the preparation of the other
information. The other information comprises the
information included in the Directors report but does
not include the financial statements and our auditors'
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 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 and Board of
Directors for Financial Statements

The Company's Management and Board of Directors
are responsible for the matters stated in Section 134(5)
of the Act with respect to the preparation of these
financial statements that give a true and fair view of the
state of affairs, profit and other comprehensive income,
changes in equity and cash flows of the Company in
accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards (Ind AS) specified under Section 133 of the
Act. This responsibility also includes maintenance of
adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and
other irregularities; selection and application of
appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal
financial controls, that were operating effectively for
ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and
presentation of the 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 and
Board of Directors are responsible for assessing the
Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate

the Company or to cease operations, or has no realistic
alternative but to do so.

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

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 financial
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 the financial statements in place
and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of Management
and Board of Directors 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;
and

• 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 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 (Auditors' Report)
Order, 2020 (“the Order”), issued by the Central
Government of India in terms of Section 143 (11) of
the Act, we give in the ‘Annexure A” a statement on
the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report
that:

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

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

books, except for our remarks relating to audit
trail requirement stated in paragraph 2(h)(vi) -
(a) & (b) 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 (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 31 March 2025
taken on record by the Board of Directors, none
of the directors is disqualified as on 31 March
2025 from being appointed as a director in terms
of Section 164 (2) of the Act.

(f) There are no qualifications, adverse remarks or
reservations relating to the maintenance of books
of accounts except for matter stated in para
paragraph 2(h)(vi) below on audit trail
requirement under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014.

(g) With respect to the adequacy of the internal
financial controls with reference to the financial
statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in ‘Annexure B”.

(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, 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 as at 31 March 2024 on
its financial position in its financial
statements - Refer Note No. 30 of 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 has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund
by the Company during the year ended
31 March 2024; and

iv. a) The management has represented that, to

the best of its knowledge and belief, as

disclosed in the notes to the accounts, 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 (“Intermediar¬
ies”), 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, as
disclosed in the notes to the accounts, 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.

c) Based on such audit procedures that we
have 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. a) 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.

b) As stated in Note No. 46 of the financial
statements, the Board of Directors of the
Company has proposed final dividend for
the year which is subject to the approval
of the members at the ensuing Annual
General Meeting. The dividend declared
is in accordance with Section 123 of the
Act to the extent it applies to declaration
of dividend.

vi. Relying on representations/explanations
from the company and software vendors and
based on our examination which included
test checks, except for the instances
mentioned below, the Company has used
accounting software for maintaining its
books of account which, along with access
management tool, as applicable, have a
feature of recording audit trail (edit log)
facility and the same has operated through¬
out the year for all relevant transactions
recorded in the respective software:

(a) In case of revenue software used by its
units except one for maintaining the
books of accounts relating to revenue and
trade receivables, given that the access
management tool was implemented from
6 September 2024, the details of audit
trail (edit log) was not enabled at the
database level for the period from 1 April
2024 to 5 September 2024.

(b) In ERP used for maintaining books of
accounts of one of its units, the audit trail
was not enabled at the database level for
the period from 1 April 2024 to 20 April
2024.

Further, for the periods where the audit trail
(edit log) facility was enabled and operated
throughout the year for the respective
accounting software, 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.

3. With respect to the matter to be included in the
Auditors’ Report under Section 197(16) of the Act:
In our opinion and according to the information and
explanations given to us, the remuneration paid by
the Company to its directors during the current year
is in accordance with the provisions of Section 197
of the Act. The remuneration paid to any director is
not in excess of the limit laid down under Section
197 of the Act.

For PKF Sridhar & Santhanam LLP

Chartered Accountants

Firm's Registration No.003990S/S200018

R. Suriyanarayanan

Partner

Membership No. 201402
UDIN: 25201402BMNVTF1549

Place of Signature: Mumbai
Date: 28 th April 2025