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KDJ Holidayscapes & Resorts Ltd Auditor Reports

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KDJ Holidayscapes & Resorts Ltd Share Price Auditors Report

Independent Auditors Report

To

To the Members of

M/S KDJ HOLIDAY SCAPE S AND RESORTS LIMITED

OPINION

We were engaged to audit the standalone financial statements of M/S KDJ HOLIDAYSCAPES AND RESORTS LIMITED ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2026, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity, and the Standalone Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, these financial results:

i. We were unable to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the accompanying financial results. Accordingly, we do not express an opinion on whether the aforesaid financial results give a true and fair view in conformity with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013, read with relevant rules issued thereunder.

BASIS FOR DISCLAIMER OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013, as amended ("the Act"). Our responsibilities under those Standards are further described in the "Auditors Responsibilities for the Audit of the Financial Results" section of our report.

We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.

1. We are unable to comment on necessary adjustments / disclosures made in the financial statements in relation to following Items In view of non-availability of necessary information/documentations/satisfactory explanations relevant to the audit for the current year: -

a. Non-Confirmation of Non-Current Investments: The Company has disclosed NonCurrent Investments amounting to Rs. 892.96 Lakhs. However, confirmations, supporting documents, valuation reports, and other relevant records relating to such investments were not made available to us. These balances have been considered based on data and records provided by the Resolution Professional ("RP") pursuant to the acquisition of the Company under the resolution process approved by National Company Law Tribunal. Accordingly, we were unable to verify the existence, valuation, and recoverability of the said investments and determine the consequential impact, if any, on the financial statements.

b. Deferred Tax Assets: The Company has recognized Deferred Tax Assets amounting to Rs. 52.09 Lakhs. However, detailed workings, supporting documents, future taxable income assessment, and other relevant records substantiating the recognition and recoverability of such Deferred Tax Assets were not made available to us. The said balances are based on records/data provided by the Resolution Professional ("RP") upon acquisition of the Company by the new promoter under the NCLT approved resolution plan. Hence, we are unable to comment on the correctness and recoverability of the said Deferred Tax Assets and the consequential impact, if any, on the financial statements.

Emphasis of Matter Paragraph

Our opinion is not modified in respect to the above-mentioned matter.

MANAGEMENTS RESPONSIBILITIES FOR THE FINANCIAL RESULTS

These Results of F.Y. 2025-26 have been prepared on the basis of the Interim Financial Statements. The Companys Board of Directors are responsible for the preparation of these financial results that give a true and fair view of the net profits and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting prescribed under Section 133 of the Act read with relevant rules issued there under and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate Internal Financial Controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial Results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Financial Results, the are responsible for assessing the companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Companys financial reporting process.

AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE IND AS FINANCIAL RESULTS

Our objectives are to obtain reasonable assurance about whether the Financial Results 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 based on these Financial Results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We are also:

• Identify and assess the risks of material misstatement of the Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, Intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of Internal Control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companys Internal Control.

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

• Conclude on the appropriateness of the Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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 financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up- to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in Internal Control that we Identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding Independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matter

This Report, which is the responsibility of the Companys Management and approved by the Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.

In view of the change in management and non-availability of complete information/records relating to the period prior to the approval of the Resolution Plan, we are unable to obtain sufficient appropriate audit evidence regarding such prior period transactions, assets, and liabilities. Accordingly, our audit is restricted to the period post implementation of the Resolution Plan, and we have relied solely upon the information and explanations provided by the current management. Data has been provided by Resolution Professional prior to 04/03/2025.

For, D D SHAH PATEL & CO.

Chartered Accountants

FRN: 153136W

Sd/-

Dhruvin Shah

(Partner)

M.NO: 179444

UDIN: 26179444UGYJAU3265

Place: Ahmedabad

Date: 22.05.2026

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members of the Company on the Financial Statements for the year ended 31st March 2026.)

To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that:

1. In respect of the Companys Property, Plant and Equipment and Intangible Assets: The Company did not hold any Property, Plant and Equipment and Intangible Assets as at the year end. Therefore, reporting requirements under this clause are not applicable

2. (A) The Company did not hold any inventory as at the year end. Therefore, comment under this clause has not been given.

(B) According to the information and explanations given to us and based on the records made available for audit, the Company has not been sanctioned working capital limits in excess of Rs. 5 Crores, in aggregate, from banks or financial institutions on the basis of security of current assets during the year. Accordingly, reporting under this clause is not applicable.

3. (A) According to the information and explanations given to us and based on the records made available for audit, the Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties during the year. Accordingly, reporting under clause 3(iii)(a) of the Companies (Auditors Report) Order, 2020 is not applicable.

(B) In our opinion and according to the information and explanations given to us, the Company has not made any investments, provided guarantees, given security, or granted loans or advances in the nature of loans during the year. Accordingly, reporting under clause 3(iii)(b) of the Companies (Auditors Report) Order, 2020 is not applicable.

(C) Since the Company has not granted any loans or advances in the nature of loans during the year, reporting under clause 3(iii)(c) of the Companies (Auditors Report) Order, 2020 is not applicable.

Clause 3 (iii) (c) of the Order is not applicable.

The Company has not granted any loan, Clause 3 (iii) (d) (e) (f) is not applicable to the Company.

4. According to the information and explanations given to us and based on the records made available for audit, the Company has not granted any loans, including interest free loans, or provided any guarantees or securities covered under Section 185 of the Companies Act, 2013. Accordingly, the provisions of Section 185 of the Companies Act, 2013 are not applicable to the Company during the year.

5. According to the information and explanations given to us and based on the records made available for audit, the Company has not accepted any deposits or amounts deemed to be deposits during the year within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the rules framed thereunder. Accordingly, reporting under clause 3(v) of the Companies (Auditors Report) Order, 2020 is not applicable.

6. According to the information and explanations given to us and based on the nature of activities carried on by the Company, the maintenance of cost records under Section 148(1) of the Companies Act, 2013 is not applicable to the Company. Accordingly, reporting under clause 3(vi) of the Companies (Auditors Report) Order, 2020 is not applicable.

7. Management has not provided any information and documents to auditor to verify / comment on regularities in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, GST, cess and any other applicable to it with the appropriate authorities during the year due to which we are unable to comment on the same.

8. Management has not provided whether the company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income-Tax Act, 1961 as income during the year due to which we are unable to comment on the same.

9. (A) There are no such the information and explanations provided us; therefore, we are unable to comment whether, the Company has taken any loans from financial institutions, banks and government authorities. Further, The Company has not issued any debentures.

(B) There are no such the information and explanations provided us; therefore, we are unable to comment whether, the Company has been declared a willful defaulter by any bank or financial institution or government or any government authority.

(C) The Company has not taken any term loan during the year and there are no outstanding term loans at the beginning of the year and hence, reporting under clause 3 (ix) (c) of the Order is not applicable.

(D) On an overall examination of the financial statements of the company, funds raised on a short-term basis have, prima facie, not been used during the year for long-term purposes by the company.

(E) The Company has not taken any funds from any entity or person hence Clause 3 (ix) (e) of the order is not applicable.

(F) The Company has not raised any loans during the year and hence reporting on clause 3 (f) of the Order is not applicable.

10. (a) The Company has not raised money by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause 3 (a) of the Order is not applicable.

(b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3 (x) (b) of the Order is not applicable.

11. Due to the possible effects of the matters stated in basis for Disclaimer of Opinion, we are unable to state whether any fraud on or by the Company or on the company by its officers or employees has been noticed or reported during the course of audit, if any. Moreover, management has not informed us of the same. Further,

a) No fraud by the Company and no material fraud on the Company has been noticed or reported during the year as information and explanation received by us.

b) No report under sub-section (12) of Section 143 of the Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.

c) As represented by the Management there are no whistle-blower complaints received during the year.

12. The Company is not a Nidhi Company. Consequently, the requirements of clause (xii) of paragraph 3 of the Order are not applicable.

13. Since the company had not made available register of Related Party transactions maintained under section 188 and 177 of Companies Act, 2013 to us therefore, we are unable to report whether all transactions with the related parties are in compliance with section 188 and 177 of Companies Act, 2013.

14. (a) In our Opinion and based on our examination, though the company is required to have an Internal Audit system under 138 of the Act, it does not have the same established during the year.

(b) The Company is required to appoint an internal auditor in accordance with the provisions of section 138 of the Act. However, during the year under audit, the company has not appointed any internal auditor and accordingly no reports of internal auditor were made available to us for our consideration.

15. According to the information and explanations given to us and based on the records made available for audit, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors during the year. Accordingly, the provisions of Section 192 of the Companies Act, 2013 are not applicable to the Company.

16. (a) In our opinion, considering the nature of operations of the Company at present, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

(b) The company is not a Core Investment Company. Hence, Clause 3 (xvi) (b) (c) (d) of order is not applicable to the company.

17. The company has no incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

18. There has been no resignation of the statutory auditor during the year. Accordingly, clause 3(xviii) of the Order is not applicable.

19. On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and management plans, on our examination of evidence supporting and assumptions, as mentioned in the "basis for disclaimer opinion" paragraph of this report, in our opinion material uncertainty exists as on the date of the audit report indicating that the company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date; even though the financial ratios are negative as on reporting date, as confirmed by management they would be not able to pay off the liabilities. 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 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.

20. There are no such the information and explanations provided us; therefore, we are unable to comment on any unspent amount under sub-section (5) of Section 135 of the Companies Act, 2013 pursuant to any project. Accordingly, we unable to comment on clauses 3(xx)(a) and 3(xx)(b) of the Order.

21. Overall, we are unable to comment on the financial statement of the company because of the significance of the matters described in the Basis for Disclaimer of Opinion.

For, D D SHAH PATEL & CO.

Chartered Accountants

FRN: 153136W

Sd/-

Dhruvin Shah (Partner)

M.NO: 179444

UDIN: 26179444UGYJAU3265

Place: Ahmedabad

Date: 22.05.2026

ANNEXURE-B

TO INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2 (f) under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members of the Company on the Financial Statements for the year ended 31st March 2026)

We have not audited the internal financial controls with reference to Financial Statements of M/S KDJ HOLIDAYSCAPES AND RESORTS LIMITED as of March 31, 2026 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

MANAGEMENTS RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Companys management is responsible for establishing and maintaining internal financial controls with reference to Financial Statements based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of 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.

AUDITORS RESPONSIBILITY

Our responsibility is to express an opinion on the Companys internal financial controls with reference to Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143 (10) of the Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were 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 system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, 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 financial statements, whether due to fraud or error.

Because of the matters stated in the basis for Disclaimer of Opinion paragraph below, we are unable to obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting of the company.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A companys internal financial control with reference to Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to Financial Statements includes those policies and 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 financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Management and directors of the Company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, 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 over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Disclaimer of Opinion

We do not express an opinion on Internal Financial Controls of the company under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013. Because of the significance of the matter described in the basis for disclaimer of opinion para of this report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an opinion on Internal Financial Controls of the company.

Basis for Disclaimer of Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013, as amended ("the Act"). Our responsibilities under those Standards are further described in the "Auditors Responsibilities for the Audit of the Financial Results" section of our report.

We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.

2. We are unable to comment on necessary adjustments / disclosures made in the financial statements in relation to following Items In view of non-availability of necessary information/documentations/satisfactory explanations relevant to the audit for the current year: -

a. Non-Confirmation of Non-Current Investments:

The Company has disclosed Non-Current Investments amounting to Rs. 892.96 Lakhs. However, confirmations, supporting documents, valuation reports, and other relevant records relating to such investments were not made available to us. These balances have been considered based on data and records provided by the Resolution Professional ("RP") pursuant to the acquisition of the Company under the resolution process approved by National Company Law Tribunal. Accordingly, we were unable to verify the existence, valuation, and recoverability of the said investments and determine the consequential impact, if any, on the financial statements.

b. Deferred Tax Assets: The Company has recognized Deferred Tax Assets amounting to Rs. 52.09 Lakhs. However, detailed workings, supporting documents, future taxable income assessment, and other relevant records substantiating the recognition and recoverability of such Deferred Tax Assets

were not made available to us. The said balances are based on records/data provided by the Resolution Professional ("RP") upon acquisition of the Company by the new promoter under the NCLT approved resolution plan. Hence, we are unable to comment on the correctness and recoverability of the said Deferred Tax Assets and the consequential impact, if any, on the financial statements.

Emphasis of Matter Paragraph

Our opinion is not modified in respect to the above-mentioned matter.

For, D D SHAH PATEL & CO.

Chartered Accountants

FRN: 153136W

Sd/-

Dhruvin Shah

(Partner)

M.NO: 179444

UDIN: 26179444UGYJAU3265

Place: Ahmedabad

Date: 22.05.2026.

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