Suba Hotels Ltd Auditor Reports

Report of Independent Auditors on the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Consolidated Statement of Profit and Loss and the Restated Consolidated Statement of Cash Flow for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 along with the Restated Consolidated Statement of Significant Accounting Policies and other explanatory information of Suba Hotels Limited and its subsidiaries (hereinafter collectively, the “Restated Consolidated Financial Statements”).

To,

The Board of Directors

SUBA HOTELS LIMITED (“Company”)

(Formerly known as “HOTEL SUBA STAR PRIVATE LIMITED”)

Dear Sirs/Madams,

1. We have examined the attached Restated Consolidated Financial Statements of Suba Hotels Limited (Formerly known as “Hotel Suba Star Private Limited”) (the “Company”) and its subsidiaries (the Company and its subsidiaries, together referred to as the “Group") comprising the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Consolidated Statements of Profit and Loss, the Restated Consolidated Cash Flow Statement for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, and the Restated Consolidated Statement of Summary Statement of Significant Accounting Policies, and other explanatory information (collectively, the “Restated Consolidated Financial Statements”), as approved by the Board of Directors of the Company at their meeting held on 5^th September, 2025 for the purpose of inclusion in the Red Herring Prospectus (“RHP”) prepared by the Company in connection with its proposed Initial Public Offer (“IPO”) of equity shares of face value of Rs. 10 each of the Company (the “Offering”) to be filed with the Registrar of Companies, and National Stock Exchange of India Limited (the “Stock Exchange”) prepared in terms of the requirements of:

a. the sub-Section (1) of 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"); and

c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).

Managements Responsibility for the Restated Consolidated Financial Statements

2. The Companys Board of Directors is responsible for the preparation of the Restated Consolidated Financial Statements for the purpose of inclusion in the RHP to be filed with the stock exchange where the equity shares of the Company are proposed to be listed (“Stock Exchange”) in connection with the proposed IPO. The Restated Consolidated Financial Statements have been prepared by the management of the Group in accordance with the basis of preparation stated in note 1 to the Restated Consolidated Financial Statements. The respective Board of Directors of the Companies included in the Group is responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Statement. The respective Board of Directors are also responsible for identifying and ensuring that the Group complies with the Act, ICDR Regulations and the Guidance Note.

Auditors Responsibilities

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

a. The terms of reference and terms of our engagement agreed upon with the Company in accordance with our engagement letter dated November 17, 2023 in connection with the proposed IPO of equity shares of the Company;

b. The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

c. Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information; and

d. 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, the ICDR Regulations and the Guidance Note in connection with the IPO.

4. These Restated Consolidated Financial Statements have been compiled by the management from:

a. Audited Consolidated Financial statements of the Group as at and for the year ended March 31,2025 prepared in accordance with the Accounting Standards (referred to as “AS”) as prescribed under Section 133 of the Act read with Companies (Accounting Standards) Rules 2021, as amended, and other accounting principles generally accepted in India, (the “Consolidated Financials Statement”), which have been approved by the Board of Directors at their meeting held on 2^nd September, 2025.

b. Audited Consolidated Financial statements of the Group as at and for the year ended March 31, 2024 and Audited Financial Statements as at and for the year ended March 31, 2023 prepared in accordance with the Accounting Standards (referred to as “AS”) as prescribed under Section 133 of the Act read with Companies (Accounting Standards) Rules 2021, as amended, and other accounting principles generally accepted in India, (the “Consolidated Financials Statement”), which have been approved by the Board of Directors at their meeting held on AugusRs 30, 2024 and October 30, 2023 respectively.

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

a. Independent Auditors Report issued by us, dated September 2, 2025 on the Consolidated Financial Statements of the Group as at March 31, 2025.

b. Independent Auditors Report issued by us, dated AugusRs 26, 2024 on the Consolidated Financial Statements of the Group as at March 31, 2024.

c. Independent Auditors Report issued by M/S M.H. Dalal & Associates Chartered Accountants dated October 30, 2023 on the Consolidated Financial Statements of the Group for the financial years ended March 31, 2023.

The Audited Consolidated Financial Statements of the Group for the year ended March 31, 2025 audited by us included an Other Matter Para as follows:

Other Matter Paragraph

(a) The audit of financial statements of one wholly owned overseas subsidiary namely “Click Rooms Hotel Management LLC Dubai-UAE”, as included in the Consolidated Financial Statements of the Group for the year ended March 31, 2025 and March 31,2024 have been audited by other auditors, M/s NBN Auditing of Accounts for the subsidiary and whose reports have been furnished to us by the Companys management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of this component, is based solely on the report of the other auditor. The share of total assets, total revenues and net cash outflows and Groups share of net profit in its subsidiary included in the Consolidated Financial Statements of the Group, for the relevant year ending March 2025 and March 2024 is tabulated below:-

Particulars	Year Ended March 2025 Amount	Year Ended March 2024 Amount
	(Rs. in Lakhs)	(Rs. in Lakhs)
Total Assets	937.19	363.26
Total Revenue	1,009.89	468.29
Net Cash Flows	75.91	65.63
Groups share in Net profit of the Subsidiary	100%	100%

(b) In respect of another subsidiary namely Suba Hospitality FZCO, the same was incorporated on 7^th June 2024, since the said subsidiary is not operating till now the same has not been considered for consolidation purpose.

6. Based on the above and according to the information and explanations given to us, we report that:

a. Restated Consolidated Financial Statements have been prepared after incorporating adjustments for the changes in accounting policies, any material errors and regroupings / reclassifications retrospectively in the financial years for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping / classifications followed in the Audited Consolidated Financial Statements of the Group for the year ended March 31, 2025.

b. There were certain qualifications and emphasis of matters mentioned for financial year ended March 2023 by the erstwhile statutory auditors. Further, there are emphasis of matters para mentioned below for financial year ended March 2025 and March 2024 issued by us:

Emphasis of matter para as per our Audit Report for FY 2024 - 2025

Emphasis of matters

(a) Notes regarding balances of Short-term borrowings (More specifically Loans to related party transactions and others advances), Trade payables, other current liabilities (More specifically advance received from customers), other non-current assets (More specifically Business-related deposits), Trade receivables and Short-term loans and advances (More specifically Loans given to Related Parties & Others and Advance to suppliers) respectively are subject to confirmations.

(b) Note regarding the creditors, the company is in the process of sending intimation to the suppliers regarding status under the Micro, Small and Medium Enterprises (MSME) Development AcRs 2006, as a result of which we have not received the data regarding the same so we are unable to comment upon the same.

(c) Note regarding the reliance placed by the auditor on certification received from the management with regards to the disclosure of the contingent liabilities of the company.

(d) Note regarding absence of Audit Trail (Edit Log) in the accounting software used by the company for maintaining its books of accounts.

(e) Regarding Loans given to group companies there is no interest charged on loans provided to Group Companies.

Emphasis of matter para as per our Audit Report for FY 2023 - 2024

Emphasis of matter

(a) Note regarding balances of Short-term borrowings (More specifically Loans to related party transactions and others advances), Trade payables, other current liabilities (More specifically advance received from customers), other non-current assets (More specifically Business-related deposits) and Trade receivables respectively are subject to confirmations.

(b) Note regarding the company is in the process of sending intimation to the suppliers regarding status under the Micro, Small and Medium Enterprises (MSME) Development AcRs 2006, as a result of which we have not received the data regarding the same so we are unable to comment upon the same.

(c) Note regarding the reliance placed by the auditor on certification received from the management with regards to the disclosure of the contingent liabilities of the company.

(d) Note regarding absence of Audit Trail (Edit Log) in the accounting software used by the company for maintaining its books of accounts.

Qualifications and emphasis of matter para as per the Audit Report of M/s M.H. Dalal & Associates Chartered Accountants for FY 2022 - 2023

Qualifications

a) Internal financial control relating to loans & advances given, guarantees or security provided needs to be strengthened by adhering to authorizations granted by the Board resolution / Special resolution where ever applicable.

b) Further the management shall improve a process of entering / maintaining agreements, term sheets mentioning all the terms & conditions with regards to the brand license fees agreement, loans & advances given, as in the current situation no such documentation is maintained.

c) Provided further, even in respect of borrowed funds, as represented by the management, no such documentation is maintained, hence the management shall work upon the same.

d) The management should reconcile 26AS, GST on quarterly basis as to get an accurate estimation of sales which would lead to estimation of profit for payment of Advance Tax.

e) Internal Financial control relating to inter branch unit needs to be strengthened by adhering to authorizations wherever applicable.

Emphasis of matters

a) Note regarding reliance placed by the auditor on certification received from the management with regard to the disclosure of contingent liabilities of the company.

b) Note regarding status of supplier classification under MSME and Non MSME as the company was still under the process of sending intimation to its creditors.

c) Note regarding Total Brand license fees paid amounting to Rs.87.51 lakhs to Suba Hospitality Pvt Ltd, however no agreement for the same was provided.

d) Note regarding the charges existing on MCA website and no proper explanation for the same.

e) Note regarding amalgamation and demerger - during the current year, "Zircon Hotels Pvt. Ltd." "Zircon Hospitality Pvt. Ltd."& “Hotel Suba Elite” (Baroda Hotel Undertaking) of Hotel Suba Palace Private Limited has merged with “Hotel Suba Star Private Limited” in accordance with the Scheme of Amalgamation & Demerger (Scheme) approved by the National Company Law Tribunal (NCLT) vide its Order dated March 15, 2023. Accordingly, the assets and liabilities of "Zircon Hotels Pvt. Ltd.", "Zircon Hospitality Pvt. Ltd." & “Hotel Suba Elite” (Baroda Hotel Undertaking), has been merged to “Hotel Suba Star Private Limited". Effect of merger was given from F.Y. 2020-21 w.e.f October 2020 as per NCLT Order dated March 15, 2023.

f) Note on computing the deferred tax working - The management of the company has calculated the depreciation as per Income Tax Act in respect of Hotel Suba Elite (Baroda Hotel Undertaking) unit of Suba Palace Pvt. Ltd. on reasonable basis and the auditor have relied on the same.

g) Note regarding change in useful life of certain assets, however no base supporting for increased useful life was provided.

h) Note regarding the recognition of capital expense for ongoing Pitampur Project which was based upon estimated costs as per the managements judgement and the same being relied upon by previous auditors.

7. Restated Consolidated Financial Statements have been prepared in accordance with the Act, the SEBI ICDR Regulations and the Guidance Note.

8. The Restated Consolidated Financial Statements do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited consolidated financial statements mentioned in paragraph 4 above.

9. 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.

10. We, M/s. Shah & Taparia, Chartered Accountants, have been subjected to the peer review process of the Institute of Chartered Accountants of India (“ICAI”) and hold a valid peer review certificate issued by the “Peer Review Board” of the ICAI which is valid till 30.09.2027.

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

12. Our report is intended solely for use of the Board of Directors for inclusion in the RHP to be filed with Securities and Exchange Board of India, Stock exchanges, as applicable in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose except with our prior consent in writing. 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 without our prior consent in writing.

For Shah & Taparia

Chartered Accountants

ICAI Firm Registration No. 109463

Jay Kumar Gupta

Partner

M. No: 121487

Place: MumbaiICAI UDIN:25121487BMORHV9278

Date: September 05, 2025