Imagicaaworld Entertainment Ltd Auditor Reports

nformationI Other than the Standalone Financial Statements and Auditors report thereon

The Companys Management and Board of Directors are responsible for the other information. The other information comprises the information including annexures to the Annual report but does not include the Standalone Financial Statement and our auditors report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon. ernative In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, indoingso,consider whetherthe other for the audit of the Standalone information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. key controls over 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.

Governance for the Standalone Financial Statements

The Companys 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 Standalone Financial Statements that give a true and fair view of the performance financial (including other position, financial assumed in equity of comprehensiveincome),cash date with the audited financial principles the Company in accordance with the accounting generally accepted in India, including the Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles Tested generally accepted in India..

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting making judgments and estimates that are reasonable and and of the experts used by Companys 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the Standalone Financial Statements, the Management and the Board of Directors are responsible for assessingtheCompanysabilitytocontinueas a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management and the Board of Directors either intends to liquidate the Company or to cease operations,or to do so. hasnorealistic The Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone 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 Standalone 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 resultingfrom error, as fraud may involve collusion, forgery, intentionalomissions, misrepresentations,or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to the Standalone 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 Managements 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 Companys 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 Standalone 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 entity to cease to continue as a

Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that individually or in aggregate makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work and (ii) to evaluate the effect of identified misstatements the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and 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 Standalone 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.

Other Matters

The standalone financial statements of the Company for the year ended March 31, 2024 included in these standalone financial statements, were audited by the predecessor auditor. The report of the predecessor auditor of this comparative information unmodified opinion on those statements. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements .

1. Pursuant to the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of Sub-Section Act, , and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, 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 in and explanationswhich 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 significantaudit findings, by law have been kept by the Company so far as including it appears from ourexaminationof those books, except for the matters stated in the paragraph 2(h) (vi) below on reporting under Companies (Audit and Auditors) Rules, 2014.

(c) The standalone Balance sheet, the standalone Statement of profit & Loss including other comprehensive income, the standalone Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting specified under Section133 of the Act, read with Companies (Indian Accounting Standards) Rules,

2015, as amended.

(e) On the basis of the written representationsreceived from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2025 from being appointed as a Directors in terms of Section 164(2) of the Act.

(f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 2(b) above on reporting May 28,2024expressedan under Section143(3) of the Act and paragraph 2(h) (vi) below on reporting under Rule 11(g) Companies (Audit and Auditors) Rules, 2014. (g) With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate

Report in Annexure "B" (11)ofSection143ofthe . Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Companys internal financial controls with reference to Standalone Financial Statements.

(h) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of Section amended, in our opinion and to the best of our information and explanations remuneration is paid by the Company to its directors during the year. Hence the reportingon compliance with the provisions of section 197 of the Act is not applicable.

(i) With respect to the other matters to be included in the Auditors report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in Standalone Financial Statements. (Refer Note 34 to standalone financial statements) ii. The Company did not have any long-term contracts, including derivative contracts, for which there were any material foreseeable losses.

Standards iii. There have been no delays in transferring amounts required to be transferred to the

Investor Educationand Protection Fund by the Company. iv. (a) The Management has represented, that to the best of their knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing of the or otherwise, that the Intermediary shall, whether, directly or indirectly lend to 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 their knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), of the Act, as with the understanding, whether recorded in writing or otherwise, that the Company given to us, theno shall, whether, directly or indirectly, lend to or invest in other persons or entities identified in any manner whatsoever by or te ("Ultima onbehalfoftheFundingParty Beneficiaries") security or the like on behalf of the Ultimate

. Beneficiaries

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe thattherepresentationunder Sub Clause (i) and (ii) of Rule 11(e) of The Companies (Audit and Auditors) Rules,

2014, as provided under (a) and (b) above, contains any material misstatement. (Refer Note 52 (a) and 52 (b) to the standalone financial statements.) v. The Board of Directors of the Company has not proposed, declared or paid dividend during the year. vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is as under:

Based on our examination which included test checks, except for the instances mentioned below, the Company has used accounting

which has a feature of recording audit trail (edit log) facility and the same operated throughout the year for all relevant transactions recorded in respective software: i The feature of recording audit trail (edit log) facility was not enabled at the application softw levelforthreeaccounting Infor Sun System and Opera V5.6) to log any direct data changes for the accounting

account. ii The feature of recording audit trail (edit log) facility was not enabled at database level for four Amuze, Infor Sun System and Opera V5.6) for the period April 1, 2024 to February 24, 2025 and at the application one accounting Loan against securities for the period April 1, 2024 to March 26, 2025.

iii The Company, has used four accounting software for maintaining its books of accounts. We are unable to comment whether audit trail feature of the said software was enabled and operated throughout the year for all relevant transactions recorded in the software or whether there were any instances of the audit trail feature been tampered with for two accounting software (Infor Sun System and Opera V5.6).

Further, for the periods where the audit formaintainingitsbooks trail (edit log) facility was enabled and operated throughout the year for the respective accounting software, we did not come across any instance of audit trail feature being tampered with and the audit trail has been preserved by the Company as per statutory requirement for record retention.

Annexure "A" referred to in "Report on Other Legal and Regulatory Requirements"sectionof our report to the members of Imagicaaworld Entertainment Limited of even date:

In terms of the information and explanations given to us and the books of accounts and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: i. a. In respect of Companyson such Property, Plant and Equipment (PPE) and IntangibleAssets: have A. The Company has maintained proper records, s, including quantitative particular showingfull details and situation of PPE, except in respect of certain items of plant & machinery at one amusement park. We understand that the Company is in the process of updating the required details in the fixed asset register.

B. The Company has maintained proper records s of intangible assets, particular showing full except in case of certain intangible assets for which sufficient description have not been maintained.

d. The Company has not revalued any of its PPE

(including right- of-use assets) and intangible assets during the year and hence reporting under Clause 3(i)(d) of the Order is not applicable to the Company. e. There are no proceedings initiated during the year or are pending as at March 31, 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988, as amended, and Rules made thereunder. ii. (a) The inventories have been physically verified, by management during the year at reasonable intervals in accordance with the procedure followed by the management. In our opinion, the frequency of verificationby the the coverage and procedure for such is appropriate. No discrepancy of 10% or more in aggregate for each class of inventory were noticed in respect of suchphysicalverification.

(b) As disclosed in Note 53 (v) to the standalone financial statement, the Company has been sanctioned working capital limits in excess of five crores rupees, in aggregate from banks on the basis of security of current assets, immovable property and personal guarantee of directors during the year. However, reportingunder Clause 3(ii)(b) of the Order is not applicable to the Company as submission of stock statements is not applicable for the entire facility.

(b) During the year the investments made and the terms and conditionsof the grant of loan to its subsidiary management is reasonable and are not prejudicial to the Companys interest. verification The Company has not provided any guarantee or security during the year.

(d) Total amount (Principal and Interest) overdue for more than ninety days in respect of loans granted by the Company aggregates to 715.86 Lakhs and advance in the nature of loans aggregates to

420.35 Lakhs as at March 31, 2025. (e) During the year, the Company has not renewed, extended and granted fresh loans to companies to settle the loan granted to these parties which had fallen due during the year.

(f) The Company has not granted any loans or advances in the nature of loans during the year either payable on demand or without specifying any terms or period of repayment and hence reporting under Clause 3(iii)(f) of the Order is not applicable to the Company. iv. Loans, investments, guarantees and security in respect of which provisions of sections 185 and 186 of the Act are applicable have been complied with by the Company. v. No deposits or amounts which are deemed to be deposits within the meaning of Section or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014 have been accepted by the Company and hence reporting under Clause 3(v) of the Order is not applicable to the

Company. vi. The Central Government has not specified the maintenance of cost records under Section 148(1) of the Act for the services of the Company and hence reporting under Clause 3(vi) of the Order is not applicable to the Company. vii. (a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, value added tax, goods and services tax, duty of customs, duty of excise, cess and other statutory dues as applicable to the Company with the appropriate authorities.

There are no undisputed amounts payable in respect of provident fund, income tax, sales tax, service tax, goods and services tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues were in arrears as at March 31, 2025 for a period of more than six months from the date

73 to 76 they became payable.

(b) There are no statutory dues mentioned in Clause vii (a) which have been not deposited on account of any dispute except as disclosed below:

viii. The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax

Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company. ix. (a) The Company has not defaulted in repayment of loans or other borrowings or in repayment of interest thereon to any lender.

(b) The Company has not been declared as willful defaulter by any bank or financial institution other lender.

(c) To the best of our knowledge and belief, in our opinion and according to the information and explanations examination of the records, term loans have been applied for the purposes for which they have been raised.

(d) On an overall examination of the Standalone Financial Statements, in our opinion the Company has, prima facie, not term basis for long-term purposes.

(f) The Company does not have any joint ventures or associate companies. During the year the Company has not raised any loans on the pledge of securities held in its subsidiary.

x. (a) The Company has not raised any money by way of initial public offer (including debt instruments) and hence reporting under clause 3(x)(a) not applicable to the Company.

(b) During the year, the Company has made allotment of 2,34,82,500 equity shares on preferential basis amounting 17,259.64to Lakhs and

2,34,82,500 convertible warrants amounting

17,259.64 Lakhs. According to the information and explanationsgiven to us and based on the records made available to us, the requirements of section 42 of the Act, as applicable to the Company with respect to the abovementioned preferential allotment of equity shares and warrants, have been complied with by the Company. Funds raised by giventous and on thebasisofour way of preferential allotment of equity shares and convertible warrants were applied for the purposes for which they were raised, though idle/surplus funds which were not required for immediate utilization have been temporarily invested in fixed deposits with the bank. The outstanding unutilized funds raised on short amount as at March 31, 2025 is 2,157 Lakhs. xi. (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanationsgiven to us, we have neither come across any instance of material fraud by or on the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

(b) During the year and up to the date of this report, no report under Sub Section 12 of the Act has been filed in Form ADT-4 as in Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As represented to us by the management, there are no whistle blower complaints received during the year. xii. The Company is not a Nidhi Company and hence reportingunder Clause 3(xii) of the Order is not applicable to the Company. xiii. The transactions with related parties are in compliance with Section 177 and 188 of the Act and all the details have been disclosed in the standalone financial statements as required by the applicable Accounting Standards. (Refer Note 44 to the standalone financial statements).

xiv. (a) The Company has an adequate internal audit system commensurate with the size and nature of its business. of the Order is (b) We have considered the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and xv. The Company has not entered into any non-cash transactions prescribed under Section with directors or persons connected with them during the year and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company. xvi. (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company and hence requirement to report on clause 3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company is not engaged in any Non-Banking Financial or Housing Finance activities. Accordingly, the requirement to report on clause (xvi)(b) of the

Order is not applicable to the Company. (c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi) of the Order is not applicable to the

Company

(d) We have been informed by the management that as at March 31, 2025 as per the definitionof Group under Core Investment Companies (Reserve Bank) Directions2016, there are no Core Investment Company (CIC) forming part of the promoter group xvii. The Company has not incurred cash losses during 143 of the financial year covered by our audit and in the immediately preceding financial year. xviii.There has been no resignation of the statutory auditor of the Company during the year and hence reporting under Clause 3(xviii) of the Order is not applicable to the Company.

xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of procedure. the evidence supporting the assumptions, come to our attention, which causes us to believe that 192 of the Act any material uncertainty exists as on the date of the audit report indicating that the Company is not capable of meeting its liabilities sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. Refer Note 51 to the Standalone Financial Statements xx. According to the information and explanation given to us and based on the documents and records examined by us, since the company has accumulated losses, the provision of Section 135(5) is not applicable to the Company and hence the provisions of clause 3(xx)(a) and (b) of the Order is not applicable to the Company.

Annexure "B" referred to in "Report on Other Legal and Regulatory Requirements" section of our report to the members of Imagicaaworld Entertainment Limited of even date: Report on the Internal Financial Controls with reference to standalone financial statement under Clause (i) of Sub-Ac Section 3 ofSection 143of the

We have audited the internal financial to standalone financial statement of Imagicaaworld Entertainment Limited ("the Company") as of March 31, 2025 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financialcontrols based on the internal control with reference to standalone financial statement criteria established by the Company tatements considering the essential component of internal control stated in the Guidance Note on Audit of Internal Financial Controls with reference to standalone financial statement issued by the Institute of Chartered Accountants of India (the "Guidance Note"). These responsibilities design, implementation internal financial controls that were operating ensuring the orderly and including adherence to companys policies, the safeguarding of its assets, the prevention and detectionof frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (the "Act").

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financialstatement based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on AuditingprescribedunderSection143(10) of the Act to the extent applicable to an audit of internal financial controls with reference to the Standalone Financial Statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whetheradequateinternal with reference to standalone financial statement was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls withreferencetostandalonefinancialstatement eness. Our audit of internal effectiv and their operating financial controls with reference to standalone financial statement included obtaining an understanding of internal financial controls with reference to standalone financial statement, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with tatement. s referencetothestandalonefinancial

Meaning of Internal Financial Controls with reference to standalonefinancial

A Companys internal financial control with reference to standalone financial statement is a process designed to provide reasonable assurance regarding the reliability of financialreportingand the preparation of standalone financial statements for external purposes in accordance includethe . withgenerallyacceptedaccounting and maintenance of adequate principles A Companys internal financial control with reference to standalone financialstatement includes those policies and conduct of its business, procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the entity are being made only in accordance with authorisations Company (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the entitys assets that could have material effectonthestandalonefinancialstatements.

Inherent Limitations referencetostandalonefinancial

Because of the inherent limitationsof internal financial controls with reference to standalone financialstatement, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financialstatement to future periods are subject to the risk that the internal financial control with reference to standalone financial statement may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion