Brigade Hotel Ventures Ltd Auditor Reports

Independent Auditors Examination Report on the restated consolidated summary statements of assets and liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, restated consolidated summary statement of profits and losses (including other comprehensive income), restated consolidated summary statement of cash flows and restated consolidated summary statement of changes in equity for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023, summary statement of material accounting policies and other explanatory information of Brigade Hotel Ventures Limited (collectively, the "Restated Consolidated Summary Statements")

The Board of Directors

Brigade Hotel Ventures Limited

29th & 30th floors, World Trade Center, Brigade Gateway Campus, Dr. Rajkumar Road, Malleswaram-Rajajinagar, Bangalore - 560055

Dear Sirs:

1. We have examined the attached Restated Consolidated Summary Statements of Brigade Hotel Ventures Limited (the "Company") and its subsidiary (the Company together with its subsidiary hereinafter referred to as "the Group") annexed to this report and prepared by the Company for the purpose of inclusion in the Red Herring Prospectus and Prospectus (collectively the "Offer Documents") in connection with its proposed Initial Public Offer of equity shares ("IPO"). The Restated Consolidated Summary Statements, which have been approved by the Board of Directors of the Company at their meeting held on July 07, 2025, have been prepared in accordance with the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act 2013 (the "Act"); b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR

Regulations"); c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), (the "Guidance Note"); and d) E-mail dated May 20, 2024 received from Book Running Lead Managers ("BRLMs"), which confirms that the Company should prepare financial statements in accordance with Indian Accounting Standards (Ind AS) and that these financial statements are required for all the three years including stub period, based on email dated October 28, 2021 from Securities and Exchange Board of India ("SEBI") to Association of Investment Bankers of India ("SEBI Letter").

Managements Responsibility for the Restated Consolidated Summary Statements

2. The preparation of the Restated Consolidated Summary Statements, which are to be included in the Offer Documents is the responsibility of the Management of the Company. The Restated Consolidated Summary Statements have been prepared by the Management of the Company on the basis of preparation, as stated in note 2(a) to the Restated Consolidated Summary Statements. The Managements responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Summary Statements. The Management is also responsible for identifying and ensuring that the Group complies with the Act, ICDR Regulations, the Guidance Note and the SEBI Letter.

Auditors Responsibilities

3. We have examined such Restated Consolidated Summary Statements taking into consideration:

a) The terms of reference and terms of our engagement agreed with you vide our engagement letter dated April 02, 2024, requesting us to carry out the assignment, in connection with the proposed IPO of the Company; b) E-mail dated May 20, 2024 received from Book Running Lead Managers ("BRLMs"), which confirms that the Company should prepare financial statements in accordance with Indian Accounting Standards (Ind AS) and that these financial statements are required for all the three years including stub period, based on email dated October 28, 2021 from Securities and Exchange Board of India ("SEBI") to Association of Investment Bankers of India ("SEBI Letter"). c) The Guidance Note. The Guidance Note also requires that we comply with ethical requirements of the Code of Ethics Issued by ICAI; d) Concepts of test checks and materiality to obtain reasonable assurance based on the verification of evidence supporting the Restated Consolidated Summary Statements; and e) The requirements of Section 26 of the Act and the ICDR Regulations.

Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act and the ICDR Regulations in connection with the proposed IPO.

Restated Consolidated Summary Statements

4. These Restated Consolidated Summary Statements have been compiled by the management of the Company from:

a) Audited consolidated financial statements of the Group as at and for the year ended March 31, 2025 prepared in accordance with the Indian Accounting Standard (Ind AS) as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India, along with the presentation requirements of Division II of Schedule III to the Companies Act, 2013 (Ind-AS compliant Schedule III), as applicable, which have been approved by the Board of Directors at their meeting held on April 18, 2025. b) Audited consolidated financial statements of the Group as at and for the year ended March 31, 2024, which were prepared in accordance with the Indian Accounting Standard (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India, along with the presentation requirements of Division II of Schedule III to the Companies Act, 2013 (Ind-AS compliant Schedule III), as applicable, which have been approved by the Board of Directors at their meeting held on May 21, 2024.

c) Audited special purpose consolidated financial statements of the Group as at and for the year ended March 31, 2023, which were prepared by the Company after taking into the consideration the requirements of the SEBI Letter which confirms that the Company should prepare these financial statements in accordance with Indian Accounting Standards (Ind AS) and were approved by the Board of Directors at their meeting held on May 21, 2024.

Auditors Report

5. For the purpose of our examination, we have relied on:

a) Auditors report issued by us, dated April 18, 2025 on the consolidated financial statements of the Group as at and for the year ended March 31, 2025 as referred in Paragraph 4(a) above.

b) Auditors report issued by us, dated May 21, 2024 on the consolidated financial statements of the Group as at and for the year ended March 31, 2024 as referred in Paragraph 4(b) above.

c) Auditors reports issued by us, dated May 21, 2024 on the special purpose consolidated financial statements of the Group as at and for the year ended March 31, 2023 as referred in Paragraph 4(c) above.

d) We did not audit the financial statements of a subsidiary whose financial statements reflect total assets, total revenues and net cash inflows / (outflows) as tabulated below and included in the Restated Consolidated Summary Statements: (Rupees Millions)

As at and for the period/year ended	Total assets of subsidiary	Total revenue of subsidiary	Net cash inflow/ (outflow) of subsidiary
March 31, 2025	1,313.40	652.70	21.80
March 31, 2024	1,390.60	592.50	(14.70)
March 31, 2023	1,354.20	523.50	(6.80)

These financial statements have been audited by other firm of Chartered Accountants, as listed below, whose reports have been furnished to us and our opinion in so far as it relates to the amounts included in the financial statements referred to in Paragraphs 4(a), 4(b) and 4(c) above, respectively, are based solely on the report of such other auditors.

S. no. Name of Entity	Relationship	Name of the Audit Firm	Period covered
1 SRP Prosperita Hotel Ventures Limited	Subsidiary	Brahmayya & Co.	Years ended March 31, 2025, March 31, 2024 and March 31, 2023

6. (a) The audit report on consolidated financial statements of the Group as at and for the year ended March 31, 2025 referred to in paragraph 5(a) above included emphasis of matter which did not require any corrections (included in Annexure VI in the attached Restated Consolidated Summary Statements).

(b) The audit report on consolidated financial statements of the Group as at and for the year ended March 31, 2024 referred to in paragraph 5(b) above included emphasis of matter which did not require any corrections (included in Annexure VI in the attached Restated Consolidated Summary Statements).

(c) The audit report on consolidated financial statements of the Group as at and for the years ended March 31, 2025 and March 31, 2024 referred to in paragraphs 5(a) and 5(b) above included the following under section Other Legal and Regulatory Requirements: i. qualifications on matters included in our report on the Companies (Auditors Report) Order, 2020 issued by the Central Government of India in terms of sub section (11) of section 143 of the Act which did not require any corrections (included in Annexure VI in the attached Restated Consolidated Summary Statements). ii. modifications relating to the maintenance of books of account and other matters connected therewith (included in Annexure VI in the attached Restated Consolidated Summary Statements).

(d) The audit report on special purpose consolidated financial statements of the Group as at and for the year ended March 31, 2023 referred to in paragraph 5(c) above included emphasis of matters which did not require any corrections (included in Annexure VI in the attached Restated Consolidated Summary Statements).

7. In respect of examination performed by Other Auditors:

The audits of the Companys subsidiary for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 was conducted by Other Auditors and accordingly reliance has been placed on the restated statement of assets and liabilities and the restated statements of profit and loss (including other comprehensive income), restated statements of cash flow and restated statements of changes in equity, the summary statement of material accounting policies, and other explanatory information (the "Restated Summary Statements") examined by them for the said years. Our opinion on the Restated Consolidated Summary Statements, in so far as it relates to the amounts and disclosures included in respect of the subsidiary, is based solely on the examination reports of the Other Auditors. The Other Auditors have confirmed that the Restated Summary Statements: i. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the year ended March 31, 2025; ii. does not contain any qualifications requiring adjustments; and iii. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

8. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the examination report submitted by the Other Auditor as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 in respect of the Companys subsidiary, we report that the Restated Consolidated Summary Statements:

i. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the year ended March 31, 2025;

ii. there are no qualifications in the auditors reports on the consolidated financial statements of the Group as at and for the years ended March 31, 2025 and March 31, 2024 and the special purpose consolidated financial statements of the Group as at and for the year ended March 31, 2023, which require any adjustments to the Restated Consolidated Summary Statements;

However, items relating to emphasis of matter, as referred to in paragraph 6(a), 6(b) and 6(d) above and those qualifications/modifications on certain matters included under section Other Legal and Regulatory Requirements, as referred to in paragraph 6(c) above, which do not require any corrective adjustments in the Restated Consolidated Summary Statements, have been disclosed in Annexure VI to the Restated Consolidated Summary Statements; and

iii. have been prepared in accordance with the Act, ICDR Regulations, the Guidance Note and the SEBI Letter.

9. We have not audited any financial statements of the Group as of any date or for any period subsequent to March 31, 2025. Accordingly, we express no opinion on the financial position, results of operations, cash flows and statement of changes in equity of the Group as of any date or for any period subsequent to March 31, 2025.

10. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

11. The Restated Consolidated Summary Statements do not reflect the effects of events that occurred subsequent to the consolidated financial statements mentioned in paragraph 4(a) above.

12. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

13. Our report is intended solely for use of the Board of Directors for inclusion in the Offer Documents to be filed with Securities and Exchange Board of India, National Stock Exchange of India Limited, BSE Limited and Registrar of Companies, Karnataka, India, in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm registration number: 101049W/E300004

 

per Sudhir Kumar Jain

Partner

Membership number: 213157

UDIN: 25213157BMNZEQ3949

 

Place: Bengaluru

Date: July 07, 2025