KDJ Holidayscapes & Resorts Ltd Auditor Reports

M/S KDJ HOLIDAY SCAPE S AND RESORTS LIMITED OPINION

BASIS FOR DISCLAIMER OPINION

Emphasis of Matter Paragraph

Conclude on the appropriateness of the Board of Directors/Chairperson of Monitoring Committee and Erstwhile Resolution Professional 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 and Implementation and Monitoring Committee, 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.

The Company has been subject to proceedings under the Insolvency and Bankruptcy Code, 2016 (IBC) in terms of the order passed by the Honble National Company Law Tribunal (NCLT) dated 04/03/2025. Pursuant to the Resolution Plan approved by the Honble NCLT, the management of the Company has been transferred to the Resolution Applicant with effect from 04/03/2025.

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/-

Dipesh Patel (Partner)

M.NO: 185371

UDIN: 25185371BMULLR3125 Place: Ahmedabad Date: 26/08/2025

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 underReport on Other Legal and Regulatory Requirements section of our report to the Members of the Company on the Financial Statements for the year ended 31^st March 2025.

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:

2.

3.

(A) There are no such the information and explanations provided us; therefore, we are unable to comment whether the Company has granted any loans, secured or unsecured, to companies, limited liability partnerships, and firms or other parties.

(B) There are no such the information and explanations provided us; therefore, we are unable to comment whether there are any investments made, guarantees provided, security given where terms and conditions of the grant of all loans and advances in nature of loans and guarantees provided are prejudicial to the companys interest.

(C) There are no such the information and explanations provided us; therefore, we are unable to comment whether the Company has given any loans therefore reporting under clause 3 (iii) (c) of the Order is not applicable.

There are no such the information and explanations provided us; therefore, we are unable to comment whether the Company has granted any loan, Clause 3 (iii) (d) (e) (f) is not applicable to the Company.

4. There are no such information and explanations provided to us; therefore, we are unable to comment whether, the company has granted any interest free loan to any person which is not in compliance with the provisions of section 185 of the Companies Act, 2013. With respect to the compliance of Section 186 of the Companies Act, 2013, the company has not made investments under section 186 of the Act.

5. There are no such the information and explanations provided us; therefore, we are unable to comment whether, the company has accepted any deposits during the year.

6. In our opinion and according to the information & explanations given to us, the company is not required to maintain books of accounts pursuant to the rules made by central government for the maintenance of cost record under section 148 of the act. Further no such details are available for our verification. Therefore, we are unable to comment on the same.

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.

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 upto 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. As there are no information and explanations given to us, and on the basis of available records, we are unable to comment on any non-cash transactions with its directors or persons connected to its directors with them. If any.

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.

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 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/-

Dipesh Patel (Partner)

M.NO: 185371

UDIN: 25185371BMULLR3125 Place: Ahmedabad Date: 26/08/2025

"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 31^st March 2025.

We have not audited the internal financial controls with reference to Financial Statements of M/S KDJ HOLIDAYSCAPES AND RESORTS LIMITED ("the Company") as of March 31, 2025 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 Sub- section 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

The system of internal financial controls over financial reporting with regards to the Company were not made available to us to enable us to determine if the Company has established adequate internal financial control over financial reporting and whether such internal financial controls were operating effectively as of March 31, 2025.

We have considered the disclaimer reported in our report in determining the nature, timing, and extent of audit tests applied in the audit of the financial statements of the Company, and the disclaimer has affected our opinion on the financial statements of the Company, and we have issued a disclaimer of opinion on the financial statements.

For, D D SHAH PATEL & CO.

Chartered Accountants FRN: 153136W

Sd/-

Dipesh Patel (Partner)

M.NO: 185371

UDIN: 25185371BMULLR3125 Place: Ahmedabad Date: 26/08/2025