Ventive Hospitality Ltd Auditor Reports

<dhhead>Independent Practitioner’s Assurance Report on the Compilation of Unaudited Proforma Financial Information included in the Red Herring Prospectus (‘‘RHP’’) and Prospectus (collectively referred to as “Offer Documents”) in connection with the proposed initial public offer of Ventive Hospitality Limited (formerly known as ICC Realty (India) Private Limited)</dhhead>

To

The Board of Directors Ventive Hospitality Limited

(formerly known as ICC Realty (India) Private Limited) 2^nd Floor, Tower ‘D’, Panchshil Tech Park One, Yerwada, Pune 411006

Report on the Compilation of Unaudited Proforma Financial Information included in Red Herring Prospectus (‘‘RHP’’) and Prospectus (collectively referred to as “Offer Documents”)

1. We have completed our assurance engagement to report on the compilation of unaudited proforma financial information of Ventive Hospitality Limited (formerly known as ICC Realty (India) Private Limited) (hereinafter referred to as “the Company”) by the management of the Company. The unaudited proforma financial information consists of the unaudited proforma balance sheets as at March 31, 2024, March 31, 2023, and March 31, 2022; the unaudited proforma statements of profit and loss and the unaudited proforma cash flow statements for the six month period ended September 30, 2024 and for each of the years ended March 31, 2024, March 31, 2023 and March 31, 2022 and related notes to the unaudited proforma financial information (“Unaudited Proforma Financial Information”). The applicable criteria on the basis of which the management of the Company has compiled the Unaudited Proforma Financial Information are described in note 2 to the Unaudited Proforma Financial Information.

2. The Unaudited Proforma Financial Information has been compiled by the management of the Company to illustrate the impact of the acquisition of Eon-Hinjewadi Infrastructure Private Limited, Urbanedge Hotels Private Limited, KBJ Hotel and Restaurants Private Limited, Novo Themes Properties Private Limited, Wellcraft Infraprojects Private Limited and Restocraft Hospitality Private Limited (which in turn holds 100% equity stakes in SS & L Beach Private Limited and Maldives Property Holdings Private Limited), acquisition of equity in Panchshil Corporate Park Private Limited (together the “Acquired Enterprises”), acquisition of equity stake in Kudakurathu Island Resort Private Limited (the “Acquired JV”) and acquisition of hotel businesses from Panchshil Infrastructure Holdings Private Limited (the “Hotel Business”) subsequent to March 31, 2024 and as set out in note 2 to the Unaudited Proforma Financial Information on the Company’s financial position as at March 31, 2024, March 31, 2023 and March 31, 2022 as if the aforesaid acquisitions had been consummated on March 31, 2024, March 31, 2023 and March 31, 2022, and its financial performance and cash flows for the six month period ended September 30, 2024 and for each of the years ended March 31, 2024, March 31, 2023 and March 31, 2022 as if the aforesaid acquisitions had been consummated on April 01, 2024, April 01, 2023, April 01, 2022, and April 01, 2021.

3. As part of this process, information about the Company’s financial position and financial performance has been extracted by the management of the Company from the Restated Consolidated Summary Statements of the Company, its subsidiaries and its joint venture for the six month period ended September 30, 2024 and Restated Summary Statements of the Company for each of the years ended March 31, 2024, March 31, 2023 and March 31, 2022, on which we have issued an examination report on December 03, 2024. For the purposes of such examination, we have placed reliance on the examination report issued by M S K A & Associates, Chartered Accountants, dated December 03, 2024 for the year ended March 31, 2022 who were the predecessor auditors of the Company for the year ended March 31, 2022. The information about the financial position, the financial performance and cash flows of the Acquired Enterprises, Acquired JV and Hotel Businesses have been extracted by the management of the Company from:

(i) the audited Special Purpose Condensed Interim Financial Statements of Panchshil Corporate Park Private Limited for the period ended August 11, 2024 and the audited financial statements for each of the years ended March 31, 2024 and March 31, 2023, on which we have issued audit reports dated December 03, 2024 August 19, 2024 and September 29, 2023, respectively and for the audited financial statements for the year ended March 31, 2022, on which M S K A & Associates, Chartered Accountants have issued an audit report dated September 30, 2022.

(ii) the audited standalone Special Purpose Condensed Interim Standalone Financial Statements of Eon-Hinjewadi Infrastructure Private Limited for the period ended July 31, 2024 and the audited standalone financial statements for each of the years ended March 31, 2024 and March 31, 2023, on which we have issued audit reports dated December 03, 2024, August 22, 2024 and September 29, 2023, respectively and for the year ended March 31, 2022, on which M S K A & Associates, Chartered Accountants have issued an audit report dated September 30, 2022.

(iii) the audited Special Purpose Carve Out Financial Statements of the Hotel Business of Panchshil Infrastructure Holdings Private Limited for the period ended July 31, 2024 and the audited Special Purpose Carve Out financial statements for each of the years ended March 31, 2024 and March 31, 2023 on which we have issued audit reports dated December 03, 2024 and August 30, 2024 respectively and the audited Special Purpose Carve Out Financial Statements of Panchshil Infrastructure Holdings Private Limited for year ended March 31, 2022 on which M S K A & Associates, Chartered Accountants have issued an audit report dated December 03, 2024.

(iv) the audited Special Purpose Carve Out Interim Financial Information of Cessna Garden Developers Private Limited (which was acquired by Novo Themes Properties Private Limited on August 12, 2024) for the period ended August 12, 2024 and the audited Special Purpose Carve Out financial statements for the year ended March 31, 2024 on which we have issued audit reports dated November 12, 2024 and August 30, 2024 respectively, and for each of the years ended March 31, 2023 and March 31, 2022, on which Walker Chandiok & Co LLP, Chartered Accountants have issued an audit report dated December 03, 2024.

(v) the audited Special Purpose Financial Statements of Urbanedge Hotels Private Limited for the period ended July 31, 2024 and the audited Special Purpose Ind AS Carve Out financial statements for each of the years ended March 31, 2024, March 31, 2023, and March 31, 2022, on which S.N. Dhawan & CO LLP, Chartered Accountants have issued audit reports dated December 02, 2024.

(vi) the audited Special Purpose Ind AS Financial Statements of KBJ Hotel and Restaurants Private Limited for the period ended July 31, 2024 and the audited Special Purpose Ind AS financial statements of KBJ Hotel and Restaurants Private Limited for each of the years ended March 31, 2024, March 31, 2023, and March 31, 2022, on which GKDJ & Associates, Chartered Accountants have issued audit reports dated December 02, 2024.

(vii) the audited Interim Special Purpose Ind-AS Carve Out Financial Statements of Hotel Business of Panchshil Hotels Private Limited (which was acquired by Wellcraft Infraprojects Private Limited on August 31, 2024) for the period ended August 30, 2024 and the audited Special Purpose Ind AS Carve Out financial statements for each of the years ended March 31, 2024, March 31, 2023, and March 31, 2022, on which GKDJ & Associates, Chartered Accountants have issued audit reports dated December 02, 2024.

(viii) the audited Special Purpose Interim Financial Statements of Kudakurathu Island Resort Private Limited for the period ended August 11, 2024 and the audited Special Purpose Financial Statements for each of the years ended March 31, 2024, March 31, 2023, and March 31, 2022 on which Ernst & Young, Maldives have issued audit reports dated December 02, 2024 and September 06, 2024 respectively.

(ix) the audited Special Purpose Financial Statements of SS & L Beach Private Limited for the period ended August 18, 2024 and the audited Special Purpose Financial Statements for years ended March 31, 2024, March 31, 2023, and March 31, 2022, on which Ernst & Young, Maldives have issued audit reports dated December 02, 2024 and August 31, 2024 respectively.

(x) the audited Special Purpose Financial Statements of Maldives Property Holdings Private Limited for the period ended August 18, 2024 and the audited Special Purpose Financial Statements for each of the years ended March 31, 2024, March 31, 2023, and March 31, 2022, on which Ernst & Young, Maldives have issued audit reports dated December 02, 2024 and August 31, 2024 respectively.

(xi) the audited Interim Special Purpose Financial Statements for the period ended August 30, 2024 and the audited financial statements of Wellcraft Infraprojects Private Limited for the year ended March 31, 2024, the audited Interim Special Purpose Financial Statements for the period ended August 06, 2024 and the audited Special Purpose Financial Statements Novo Themes Properties Private Limited for the year ended March 31, 2024, and the audited Special Purpose Financial Statements Restocraft Hospitality Private Limited for the year ended March 31, 2024, on which GKDJ & Associates, Chartered Accountants have issued audit reports dated December 02, 2024, August 19, 2024, December 02, 2024, December 02, 2024 and December 02, 2024 respectively.

Managements Responsibility for the Unaudited Proforma Financial Information

4. The management of the Company is responsible for compiling the Unaudited Proforma Financial Information on the basis set out in note 2 to the Unaudited Proforma Financial Information. This responsibility includes the responsibility for designing, implementing and maintaining internal control relevant for compiling the Unaudited Proforma Financial Information on the basis set out in note 2 to the Unaudited Proforma Financial Information that is free from material misstatement, whether due to fraud or error. The management of the Company is also responsible for identifying and ensuring that the Company complies with the laws and regulations applicable to its activities, including compliance with the provisions of the laws and regulations for the compilation of Unaudited Proforma Financial Information.

Practitioners Responsibilities

5. Our responsibility is to express an opinion, whether the Unaudited Proforma Financial Information have been compiled, in all material respects, by the management of the Company on the basis set out in note 2 to the Unaudited Proforma Financial Information (“Applicable Criteria”).

6. We conducted our engagement in accordance with Standard on Assurance Engagements (SAE) 3420, Assurance Engagements to Report on the Compilation of Proforma Financial Information included in a Prospectus, issued by the Institute of Chartered Accountants of India. This Standard requires that we comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the management of the Company has compiled, in all material respects, the Unaudited Proforma Financial Information on the basis set out in Applicable Criteria.

7. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information / Restated Summary Statements / Special Purpose Carve-out Financial Statements / Special Purpose Ind AS Carve Out Financial Statements / Special Purpose Ind AS Financial Statements / Special Purpose Financial Statements / Special Purpose Interim Condensed Financial Statements / Special Purpose Carve-out Financial Information used in compiling the Unaudited Proforma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Proforma Financial Information.

8. For our assurance engagement, we have placed reliance on the following:

a) the Restated Summary Statements of the Company, its subsidiaries and its joint venture as at and for six month period ended September 30, 2024 and Restated Summary Statements of the Company as at and for each of the years ended March 31, 2024, March 31, 2023 and March 31, 2022 and the relevant supporting information;

b) the audited Special Purpose Condensed Interim Financial Statements of Panchshil Corporate Park Private Limited for the period ended August 11, 2024 and the audited financial statements for each of the years ended March 31, 2024 March 31, 2023 and March 31, 2022;

c) the audited Special Purpose Condensed Interim Standalone Financial Statements of Eon-Hinjewadi Infrastructure Private Limited for the period ended July 31, 2024 and the audited standalone financial statements for each of the years ended March 31, 2024, March 31, 2023 and March 31, 2022; d) the audited Special Purpose Carve Out Financial Statements of the Hotel Business of Panchshil Infrastructure Holdings Private Limited for the period ended July 31, 2024 and the audited Special Purpose Carve Out Financial Statements for each of the years ended March 31, 2024 and March 31, 2023, and the audited Special Purpose Carve out financial statements of Panchshil Infrastructure Holdings Private Limited for the year ended March 31, 2022; e) the audited Special Purpose Carve Out Interim Financial Information of Cessna Garden Developers Private Limited for the period ended August 12, 2024 and the audited Special Purpose Carve out Financial Statements for each of the years ended March 31, 2024, March 31, 2023, and March 31, 2022; f) the audited Special Purpose financial statements of Urbanedge Hotels Private Limited for the period ended July 31, 2024 and the audited Special Purpose Ind AS Carve Out Financial Statements for each of the years ended March 31, 2024, March 31, 2023, and March 31, 2022; g) the audited Special Purpose Ind AS financial statements of KBJ Hotel and Restaurants Private Limited for the period ended July 31, 2024 and the audited Special Purpose Ind AS

Financial Statements for each of the years ended March 31, 2024, March 31, 2023, and March 31, 2022; h) the audited Special Purpose Ind AS Carve Out Interim financial statements of Hotel Business of Panchshil Hotels Private Limited for the period ended August 30, 2024 and the audited Special Purpose Ind AS Carve Out Financial Statements for each of the years ended March 31, 2024, March 31, 2023, and March 31, 2022; i) the audited Special Purpose financial statements of Kudakurathu Island Resort Private Limited for the period ended August 11, 2024 and the audited Special Purpose Financial Statements for each of the years ended March 31, 2024, March 31, 2023, and March 31, 2022; j) the audited Special Purpose financial statements of SS & L Beach Private Limited for the period ended August 18, 2024 and the audited Special Purpose Financial Statements for each of the years ended March 31, 2024, March 31, 2023, and March 31, 2022; k) the audited Special Purpose financial statements of Maldives Property Holdings Private Limited for the period ended August 18, 2024 and the audited Special Purpose Financial Statements for each of the years ended March 31, 2024, March 31, 2023, and March 31, 2022; l) the audited Interim Special Purpose Financial Statements of Wellcraft Infraprojects Private Limited for the period ended August 30, 2024 and the audited financial statements for the year ended March 31, 2024, the audited Special Purpose Interim Financial Statements of Novo Themes Properties Private Limited for the period ended August 07, 2024 and the audited Special Purpose Financial Statements for the year ended March 31, 2024, and the audited Special Purpose Financial Statements for the year ended March 31, 2024 of Restocraft Hospitality Private Limited;

9. The purpose of Unaudited Proforma Financial Information included in the Offer Documents is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Company as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction as at March 31, 2024, March 31, 2023 and March 31, 2022 or for each of the years then ended or for the six month period ended September 30, 2024 would have been, as presented

10. A reasonable assurance engagement to report on whether the Unaudited Proforma Financial Information has been compiled, in all material respects, on the basis of the Applicable Criteria, involves performing procedures to assess whether the Applicable Criteria used by the management of the Company in the compilation of the Unaudited Proforma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

a. The related proforma adjustments give appropriate effect to those Applicable Criteria; and.

b. The Unaudited Proforma Financial Information reflects the proper application of those adjustments to the unadjusted financial information of the Company.

The procedures selected depend on the practitioner’s judgement, having regard to the practitioner’s understanding of the nature of the Company, the event or transaction in respect of which the Unaudited Proforma Financial Information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the Unaudited Proforma Financial Information.

11. Our work has not been carried out in accordance with auditing and other standards and practices generally accepted in other jurisdictions and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

12. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

13. In our opinion, the Unaudited Proforma Financial Information has been compiled, in all material respects, on the basis set out in the Note 2 to the Unaudited Proforma Financial Information.

Emphasis of matters

14. We draw attention to Note 2 to the accompanying Unaudited Proforma Financial Information with regard to inclusion of Unaudited Proforma Financial Information on a voluntary basis and not required to be included as part of the Unaudited Proforma Financial Information as per Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and additional inclusion of unaudited proforma cash flow statements in the Unaudited Proforma Financial Information in compliance with SEBI letter of observations dated November 28, 2024.

Our opinion is not modified in respect of above matter

15. We draw reference to the matter of emphasis given by the respective auditors of Acquired Enterprises, Acquired JV and Hotel Business which is reproduced as below:

(i) By us in the audited Special Purpose Carve Out financial statements of the Hotel Business of Panchshil Infrastructure Holdings Private Limited for each of the years ended March 31, 2024 and March 31, 2023 (Refer Note 6(a) of Unaudited Proforma Financial Information):

We draw attention to Note 2 to the Special Purpose Carve-Out Financial Statements, which describes the basis of accounting. The Special Purpose Carve-Out Financial Statements have been prepared solely for the preparation of the Unaudited Proforma Financial Information which are being prepared for the purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”) to be prepared by Ventive Hospitality Limited (formerly known as ICC Realty (India) Private Limited) (“the Issuer”) for filing with SEBI, in connection with the proposed IPO, pursuant to the requirement of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ICDR Regulations”). As a result, the Special Purpose Carve-Out Financial Statements may not be suitable for another purpose. Our report is intended solely for the Company and the auditors of the Issuer in connection with their report on the Compilation of Unaudited Proforma Financial Information to be included in the DRHP of the Issuer and should not be used for any other purpose.

Our opinion is not modified in respect of the above matter.

(ii) By us in the audited Special Purpose Carve Out financial statements of the Hotel Business of Panchshil Infrastructure Holdings Private Limited for the period ended July 31, 2024 and March 31, 2023 (Refer Note 6(b) of Unaudited Proforma Financial Information):

We draw attention to Note 2 to the Special Purpose Carve-Out Financial Statements, which describes the basis of accounting. The Special Purpose Carve-Out Financial Statements have been prepared solely for the preparation of the Unaudited Proforma Financial Information which are being prepared for the purpose of inclusion in the Red Herring Prospectus (“RHP”) and Prospectus to be prepared by Ventive Hospitality Limited (formerly known as ICC Realty (India) Private Limited) (“the Issuer”) for filing with SEBI, in connection with the proposed IPO, pursuant to the requirement of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ICDR Regulations”). As a result, the Special Purpose Carve-Out Financial Statements may not be suitable for another purpose. Our report is intended solely for the Company and the auditors of the Issuer in connection with their report on the Compilation of Unaudited Proforma Financial Information to be included in the RHP and Prospectus of the Issuer and should not be used for any other purpose.

Our opinion is not modified in respect of the above matter.

(iii) By M S K A & Associates, Chartered Accountants in the audited Special Purpose Carve Out financial statements of Panchshil Infrastructure Holdings Private Limited for each of the years ended March 31, 2022 (Refer Note 6(c) of Unaudited Proforma Financial Information):

We draw attention to Note 2.2(a) to the Special Purpose Carve Out Financial Statements which describes the purpose and basis of preparation of the Special Purpose Carve Out Financial Statements. These Special Purpose Carve-out Financial Statements have been prepared solely to include the impact of the hotel operations for the year ended March 31, 2022 in the Unaudited Pro Forma Financial Information of the Purchaser which are prepared for the purpose of inclusion in the Red Herring Prospectus (“RHP”) and Prospectus to be filed with Securities and Exchange Board of India (“SEBI”), BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”) and Registrar of Companies, Maharashtra, Pune, in connection with the proposed Initial Public Offer of the shares of the Purchaser (“ New Roman">Proposed IPO”). As a result, the Special Purpose Carve Out Financial Statements may not be suitable for another purpose.

Our report is intended solely for the purpose mentioned above and for the use by the statutory auditors of the Purchaser and should not be distributed to or used by any other parties. M S K A & Associates shall not be liable to the Company or to any other concerned for any claims, liabilities or expenses relating to this assignment. 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.

Our opinion is not modified in respect of this matter.

(iv) By us in the audited Special Purpose Carve Out financial statements of Cessna Garden Developers Private Limited for the year ended March 31, 2024 (Refer Note 6(d) of Unaudited Proforma Financial Information):

We draw attention to Note 2 to the Special Purpose Carve-Out Financial Statements, which describes the basis of accounting. The Special Purpose Carve-Out Financial Statements have been prepared solely for the preparation of the Unaudited Proforma Financial Information which are being prepared for the purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”) to be prepared by Ventive Hospitality Limited (formerly known as ICC Realty (India) Private Limited) (“the Issuer”) for filing with SEBI, in connection with the proposed IPO, pursuant to the requirement of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ICDR Regulations”). As a result, the Special Purpose Carve-Out Financial Statements may not be suitable for another purpose. Our report is intended solely for the Company and the auditors of the Issuer in connection with their report on the Compilation of Unaudited Proforma Financial Information to be included in the DRHP of the Issuer and should not be used for any other purpose.

Our opinion is not modified in respect of the above matter.

(v) By us in the audited Special Purpose Carve Out financial information of Cessna Garden Developers Private Limited for the period ended August 12, 2024 (Refer Note 6(e) of Unaudited Proforma Financial Information):

We draw attention to Note 2 to the Special Purpose Carve-Out Financial Information, which includes the purpose and basis of preparation of accompanying Special Purpose Carve Out Financial Information. Accordingly, this report has been issued solely for the information and use of the Board of Directors of the Company and the auditors of the Issuer for the purpose as mentioned in Note 2 of the accompanying Special Purpose Carve Out Financial information and should not be used for any other purpose or provided to other parties. Our report is intended solely for the Company and should not be used for any other purpose

(vi) By Walker Chandiok & Co LLP in the audited Special Purpose Carve Out financial statements of Cessna Garden Developers Private Limited for the year ended March 31, 2023 and March 31, 2022 (Refer Note 6(f) of Unaudited Proforma Financial Information):

Without modifying our opinion, we draw attention to Note 2.2 to the accompanying Special Purpose Carve-Out Financial Statements, which describes the basis of its preparation. The Company has entered into Business Transfer Agreement dated 06 August 2024 with Novo Themes Properties Private Limited (‘Acquirer), a subsidiary company of Ventive Hospitality Limited (formerly known as ICC Realty (India) Private Limited) (the “Issuer”) for transfer of Aloft Hotel. These Special Purpose Carve-Out Financial Statements have been prepared by the Companys management solely to enable preparation of Proforma Financial Information by the Issuer for the years ended 31 March 2023 and 31 March 2022 respectively, which will be included in the Red Herring Prospectus ("RHP") and prospectus to be filed by the Issuer with Securities and Exchange Board of India (SEBI), BSE Limited and National Stock Exchange of India Limited, pursuant to the requirements of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ICDR Regulations”) in connection with the proposed Initial Public Offering of equity shares of the Issuer and therefore, it may not be suitable for another purpose. This report is issued solely for the aforementioned purpose, and for the use by M/s S R B C & CO LLP, Chartered Accountants, the Statutory Auditors of the Issuer in connection with their report on the Compilation of Proforma Financial Information to be included in the DRHP of the Issuer and accordingly, should not be used, referred to or distributed for any other purpose or to any other party without our prior written consent. Further, we do not accept or assume any liability or any duty of are for any other purpose for which or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

(vii) By GKDJ & Associates in the audited Special Purpose Ind AS financial statements of the KBJ

Hotel and Restaurants Private Limited for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 (Refer Note 6(g) of Unaudited Proforma Financial Information):

We draw attention to Note 2 to the Special Purpose Ind AS Financial Statements, which describes the basis of preparation (including presentation) of these Financial Statements. The Financial Statements have been prepared for the purpose of preparation of the Unaudited Proforma Financial Information which are being prepared for the purpose of inclusion in the Red Herring Prospectus ("RHP") and Prospectus to be prepared by Ventive Hospitality Private Limited (formerly known as ICC Realty (India) Private Limited) ("the Issuer") for filing with SEBI, in connection with the proposed IPO, pursuant to the requirement of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "ICDR Regulations"). As a result, the Special Purpose Ind AS Financial Statements may not be suitable for another purpose.

Our opinion is not modified in respect of the above matter.

(viii) By GKDJ & Associates in the audited Special Purpose Ind AS financial statements of the KBJ

Hotel and Restaurants Private Limited for the period ended July 31, 2024 (Refer Note 6(h) of Unaudited Proforma Financial Information):

We draw attention to Note 2 to the Special Purpose IND AS Financial Statements, which describes the basis of preparation (including presentation) of these Financial Statements. The Financial Statements have been prepared for the purpose of preparation of the Unaudited Proforma Financial Information which are being prepared for the purpose of inclusion in the Red Herring Prospectus (“RHP”) and Prospectus to be prepared by Ventive Hospitality Limited (formerly known as ICC Realty (India) Private Limited) (“the Issuer”) for filing with SEBI, in connection with the proposed IPO, pursuant to the requirement of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ICDR Regulations”). As a result, the Special Purpose IND AS Financial Statements may not be suitable for another purpose.

Our opinion is not modified in respect of the above matter.

(ix) By GKDJ & Associates in the audited Special Purpose Ind AS Carve-out financial statements of Hotel Business of Panchshil Hotels Private Limited for the years ended March 31, 2024, March 31, 2023 and March 31, 2022 (Refer Note 6(i) of Unaudited Proforma Financial Information):

We draw attention to Note 2.1 to the Special Purpose Ind AS Carve-Out Financial Statements, which describes the basis of preparation (including presentation) of these Special Purpose Carve-Out Ind AS Financial Statements. The Special Purpose Ind AS Carve-Out Financial Statements of the Hotel Business have been prepared for the purpose of preparation of the Unaudited Proforma Financial Information which are being prepared for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP"), Red Herring Prospectus ("RHP") and Prospectus to be prepared by Ventive Hospitality Limited (formerly known as ICC Realty (India) Private Limited) ("the Issuer"), who is in the process being acquired by Wellcraft Infraprojects Private Limited with whom the company has entered into Business Transfer Agreement, for filing with SEBI, in connection with the proposed Initial Public Offering (The IPO), pursuant to the requirement of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "ICDR Regulations"). As a result, the Special Purpose Ind AS Carve-Out Financial Statements may not be suitable for another purpose.

Our opinion is not modified in respect of the above matter.

(x) By GKDJ & Associates in the audited Interim Special Purpose Ind-AS Carve Out Financial Statements of Hotel Business of Panchshil Hotels Private Limited for the period ended August 30, 2024 (Refer Note 6(j) of Unaudited Proforma Financial Information):

We draw attention to Note 2 to Financial Statements, which describes the basis of preparation (including presentation) of these Financial Statements. The Financial Statements have been prepared for the purpose of preparation of the Unaudited Performa Financial Information of Ventive Hospitality Limited (formerly known as ICC Realty (India) Private Limited) (the “Holding Company”) which are being prepared for the purpose of inclusion in the Red Herring Prospectus (“RHP”) and Prospectus to be prepared by the Holding Company for filing with SEBI, in connection with the proposed IPO, pursuant to the requirement of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ICDR Regulations”). As a result, the Financial Statements may not be suitable for another purpose.

Our opinion is not modified in respect of the above matter.

(xi) By GKDJ & Associates in the audited Special Purpose financial statements of Novo Themes Properties Private Limited for the year ended March 31, 2024 (Refer Note 6(k) of Unaudited Proforma Financial Information):

We draw attention to Note 2 to the Special Purpose Financial Statements, which describes the basis of preparation (including presentation) of these Special Purpose Financial Statements. The Special Purpose Financial Statements have been prepared for the purpose of preparation of the Unaudited Proforma Financial Information which are being prepared for the purpose of inclusion in the Red Herring Prospectus ("RHP") and Prospectus to be prepared by Ventive Hospitality Limited (formerly known as ICC Realty (India) Private Limited) ("the Issuer") for filing with SEBI, in connection with the proposed IPO, pursuant to the requirement of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "ICDR Regulations"). As a result, the Special Purpose Financial Statements may not be suitable for another purpose.

Our opinion is not modified in respect of the above matter.

(xii) By GKDJ & Associates in the audited Interim Special Purpose financial statements of Novo Themes Properties Private Limited for the period ended August 06, 2024 (Refer Note 6(l) of Unaudited Proforma Financial Information):

We draw attention to Note 2 to the Interim Special Purpose Financial Statements, which describes the basis of preparation (including presentation) of these Interim Special Purpose Financial Statements. The Interim Special Purpose Financial Statements have been prepared for the purpose of preparation of Unaudited Proforma Financial Information of Ventive Hospitality Limited (formerly known as ICC Realty (India) Private Limited) (“the Issuer”)inclusion which are being prepared for inclusion in the Red Herring Prospectus (“RHP”) and Prospectus to be prepared by Ventive Hospitality Limited (formerly known as ICC Realty (India) Private Limited) (“the Issuer”) for filing with SEBI, in connection with the proposed IPO, pursuant to the requirement of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ICDR Regulations”). As a result, the Interim Special Purpose Financial Statements may not be suitable for another purpose.

Our opinion is not modified in respect of the above matter.

(xiii) By GKDJ & Associates in the audited Special Purpose financial statements of Restocraft Hospitality Private Limited for the year ended March 31, 2024 (Refer Note 6(m) of Unaudited Proforma Financial Information):

We draw attention to Note 2 to the Special Purpose Financial Statements, which describes the basis of preparation (including presentation) of these Special Purpose Financial Statements. The Special Purpose Financial Statements have been prepared for the purpose of preparation of the Unaudited Proforma Financial Information which are being prepared for the purpose of inclusion in the Red Herring Prospectus ("RHP") and Prospectus to be prepared by Ventive Hospitality Private Limited (formerly known as ICC Realty (India) Private Limited) ("the Issuer") for filing with SEBI, in connection with the proposed IPO, pursuant to the requirement of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "ICDR Regulations"). As a result, the Special Purpose Financial Statements may not be suitable for another purpose.

Our opinion is not modified in respect of the above matter.

(xiv) By GKDJ & Associates in the audited Interim Special Purpose Financial Statements of Wellcraft Infraprojects Private Limited for the period ended August 30, 2024 (Refer Note 6(n) of Unaudited Proforma Financial Information):

We draw attention to Note 2.1 to the Financial Statements, which describes the basis of preparation (including presentation) of these Financial Statements. The Financial Statements have been prepared for the purpose of preparation of the Unaudited Proforma Financial Information of Ventive Hospitality Limited (formerly known as ICC Realty (India) Private Limited) (the “Holding Company”) which are being prepared by the holding company for the purpose of inclusion in the Red Herring Prospectus (“RHP”) and Prospectus for filing with SEBI, in connection with the proposed IPO, pursuant to the requirement of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ICDR Regulations”). As a result, the Financial Statements may not be suitable for another purpose.

Our opinion is not modified in respect of the above matter.

(xv) By Ernst & Young, Maldives in the audited Special Purpose financial statements of SS & L

Beach Private Limited for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 (Refer Note 6(l) of Unaudited Proforma Financial Information):

We draw attention to Note 2.1 of the special purpose financial statements, which describes the purpose of these special purpose financial statements. As more fully described in this Note, these special purpose financial statements as at and for years ended 31 March 2024, 2023 and 2022 have been prepared solely for the purpose of providing financial information on reporting dates that are aligned with that of the Issuer to be used in the preparation of the Unaudited Proforma Financial Information for inclusion in the Draft Red Herring Prospectus to be prepared by the Issuer for filing with Securities and Exchange Board of India ("SEBI"), in connection with the proposed initial public offer, pursuant to the requirement of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "ICDR Regulations"). As a result, these Special Purpose Financial Statements may not be suitable for another purpose. Our report is intended solely for the Company, the Issuer and the auditors of the Issuer and should not be used by parties other than these parties.

Our opinion is not modified in respect of this matter.

(xvi) By Ernst & Young, Maldives in the audited Special Purpose financial statements of SS & L

Beach Private Limited for the period ended August 18, 2024, (Refer Note 6(m) of Unaudited Proforma Financial Information):

We draw attention to Note 2.1 of the special purpose financial statements, which describes the purpose of these special purpose financial statements. As more fully described in this Note, these special purpose financial statements as at and for period ended August 18, 2024 have been prepared solely for the purpose of providing financial information on reporting dates that are aligned with that of the Issuer to be used in the preparation of the Unaudited Proforma Financial Information for inclusion in the Red Herring Prospectus and Prospectus to be prepared by the Issuer for filing with Securities and Exchange Board of India ("SEBI"), in connection with the proposed initial public offer, pursuant to the requirement of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "ICDR Regulations"). As a result, these Special Purpose Financial Statements may not be suitable for another purpose. Our report is intended solely for the Company, the Issuer and the auditors of the Issuer and should not be used by parties other than these parties.

Our opinion is not modified in respect of this matter.

(xvii) By Ernst & Young, Maldives in the audited Special Purpose financial statements of Maldives Property Holdings Private Limited for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 (Refer Note 6(n) of Unaudited Proforma Financial Information):

We draw attention to Note 2.1 of the special purpose financial statements, which describes the purpose of these special purpose financial statements. As more fully described in this Note, these special purpose financial statements as at and for years ended 31 March 2024, 2023 and 2022 have been prepared solely for the purpose of providing financial information on reporting dates that are aligned with that of the Issuer to be used in the preparation of the Unaudited Proforma Financial Information for inclusion in the Draft Red Herring Prospectus to be prepared by the Issuer for filing with Securities and Exchange Board of India ("SEBI”), in connection with the proposed initial public offer, pursuant to the requirement of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the ”ICDR Regulations"). As a result, these Special Purpose Financial Statements may not be suitable for another purpose. Our report is intended solely for the Company, the Issuer and the auditors of the Issuer and should not be used by parties other than these parties.

Our opinion is not modified in respect of this matter.

(xviii) By Ernst & Young, Maldives in the audited Special Purpose financial statements of Maldives Property Holdings Private Limited for the period ended August 18, 2024, (Refer Note 6(o) of Unaudited Proforma Financial Information):

We draw attention to Note 2.1 of the special purpose financial statements, which describes the purpose of these special purpose financial statements. As more fully described in this Note, these special purpose financial statements as at and for period ended August 18, 2024 have been prepared solely for the purpose of providing financial information on reporting dates that are aligned with that of the Issuer to be used in the preparation of the Unaudited Proforma Financial Information for inclusion in the Red Herring Prospectus and Prospectus to be prepared by the Issuer for filing with Securities and Exchange Board of India ("SEBI"), in connection with the proposed initial public offer, pursuant to the requirement of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "ICDR Regulations"). As a result, these Special Purpose Financial Statements may not be suitable for another purpose. Our report is intended solely for the Company, the Issuer and the auditors of the Issuer and should not be used by parties other than these parties.

Our opinion is not modified in respect of this matter.

(xix) By Ernst & Young, Maldives in the audited Special Purpose financial statements of Kudakurathu Island Resort Private Limited for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 (Refer Note 6(s) of Unaudited Proforma Financial Information):

We draw attention to Note 2.1 of the special purpose financial statements, which describes the purpose of these special purpose financial statements. As more fully described in this Note, these special purpose financial statements as at and for years ended 31 March 2024, 2023 and 2022 have been prepared solely for the purpose of providing financial information on reporting dates that are aligned with that of the Issuer to be used in the preparation of the Unaudited Proforma Financial Information for inclusion in the Draft Red Herring Prospectus to be prepared by the Issuer for filing with Securities and Exchange Board of India ("SEBI”), in connection with the proposed initial public offer, pursuant to the requirement of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the ”ICDR Regulations"). As a result, these Special Purpose Financial Statements may not be suitable for another purpose. Our report is intended solely for the Company, the Issuer and the auditors of the Issuer and should not be used by parties other than these parties.

Our opinion is not modified in respect of this matter.

(xx) By Ernst & Young, Maldives in the audited Special Purpose financial statements of Kudakurathu Island Resort Private Limited for the period ended August 11, 2024 (Refer Note 6(t) of Unaudited Proforma Financial Information):

We draw attention to Note 2.1 of the special purpose financial statements, which describes the purpose of these special purpose financial statements. As more fully described in this Note, these special purpose financial statements as at 11 August 2024 and for the period from 01 April 2024 to 18 August 2024 have been prepared solely for the purpose of providing financial information on reporting dates that are aligned with that of the Issuer to be used in the preparation of the Unaudited Proforma Financial Information for inclusion in the Red Herring Prospectus and Prospectus to be prepared by the Issuer for filing with Securities and Exchange Board of India (“SEBI”), in connection with the proposed initial public offer, pursuant to the requirement of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “ICDR Regulations”). As a result, these Special Purpose Financial Statements may not be suitable for another purpose. Our report is intended solely for the Company, the Issuer and the auditors of the Issuer and should not be used by parties other than these parties. Our opinion is not modified in respect of this matter.

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16. This report should not in any way be construed as a reissuance or re-auditing or re-examination of any of the previous audit reports issued by us or other auditors. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

17. Our report is intended solely for use of the Board of Directors of the Company 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 in connection with the Proposed initial public offering of the Company and is not to be used, referred to or distributed for any other purpose.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm registration number: 324982E/E300003

 

per Paul Alvares

Partner

Membership No: 105754

UDIN: 24105754BKBZSG1629

Place: Pune

Date: December 03, 2024