Wonderla Holidays Ltd Auditors Report.

To the Members of Wonderla Holidays Limited

Report on the audit of the Ind AS financial statements

We have audited the accompanying Ind AS financial statements of Wonderla Holidays Limited ("the Company"), which comprise the and, Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including other comprehensive income), the Statement of cash flows and the Statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managements responsibility for the Ind AS financial statements

The Companys Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 with respect to the preparation of these Ind AS financialstatements that give a true and fair view of the state of affairs, profit (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards prescribed under section includes maintenance of adequate accounting records in 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 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS financial responsible for assessing the Companys ability to continue concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting either intends to liquidate the Company or to ceaseoperations,or has no realistic alternative but to do so.

Auditors responsibility

Our responsibility is to express an opinion on these Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. (11) of section 143 of the Act, we We conducted our audit of the Ind AS financial statements in under Section accordance with the Standards on Auditingspecified 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whethertheIndASfinancialstatements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Ind AS financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditorconsidersinternalfinancialcontrols relevant to the Companys preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, as well as evaluating the overall presentation of the Ind AS financial statements. We are also responsible to conclude on the appropriateness of managements use of the going concern basis of accounting based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entitys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditors report to the related disclosures in the Ind AS financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditors report. However, future events or conditionsmay cause an entity to cease to continue as a ("the Act") going concern.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.

Opinion

This responsibility also accordance In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting ofappropriateaccounting principles generally accepted in India including the Ind AS, of the state of affairs of the Company as at 31 March 2018 and its profit for (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Other Matters

The comparative financial informationof the Company for the year ended 31 March 2017 and the transition date opening balance sheet statements, management is as at 1 April 2016 included in these Ind AS financial statements, as a going are based on the previouslyissuedstatutoryfinancialstatements prepared in accordance with the Companies (AccountingStandards) unless management Rules, 2006 audited by the then statutory auditor whose report for the year ended 31 March 2017 and 31 March 2016 dated 24 May 2017 and 24 May 2016 respectively expressed an unmodifiedopinion on those financialstatements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government of India in we give terms of sub-section in in in the Annexure A, a statement on the matters specified paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

. (b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) the balance sheet, the statement of profit and loss (including other comprehensive income), the statement of cash flows and the statement of changes in equity dealt with by this report are in agreement with the books of account;

(d) in our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section133 of the Act read with relevant rules issued thereunder;

(e) on the basis of writtenrepresentationsreceived from the directors as on 31 March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018, from being appointed as a director in terms of section 164(2) of the Act;

(f) with respect to the adequacy of the internal financial controls over financial reporting of the the reporting effectiveness of such controls, refer to our separate report in ‘Annexure B; and is reasonable

(g) 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,in given to us and explanations our opinion and to the best of our information of the records according to the explanations given to us:

(i) the Company has disclosed the impact of pending litigations on its financial financial statements Refer Notes 39 to the Ind AS financial statements;

(ii) the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; given to

(iii) there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company; and

(iv) The disclosures in the Ind AS financial regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial 2018. However amounts as appearing in the audited financial statements for the period ended 31 March 2017 have been disclosed.

Annexure A to the Independent Auditors Report

The Annexure referred to in paragraph 1 in "Report on Other Legal and Regulatory Requirements" in the Independent Auditors Report to the members of the Company on the Ind AS financial statements for the year ended 31 March 2018, we report that:

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verifiedin a phased manner over a period of three years. Companyand In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticedon such verification. In our opinion, this periodicity regard to the size of physicalverification of the Company and the nature of its assets.

(c) According to the information of the and on the basis of our examination and Company, the title deeds of immovable properties in the name of the Company.

ii. position in The inventoryits Ind AS has been physically verifiedby the management during the year. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii. According to the information and explanations us, we are of the opinion that there are no loans, secured or unsecured granted to companies, firms, Limited Liability Partnerships or other parties covered in the maintained under section 189 of the Companies Act, statements ("the Act"). Accordingly paragraph 3 (iii) of the Order is not applicable.

iv. According to the information and explanations we are of the opinion that there are no loans, investments, year ended 31 March guarantees, and securitiesthat have been granted by the Company and hence provisions of the section 185 and 186 of the Act are not applicable to the Company. Thus, paragraph 3(iv) of the order is not applicable. v. According to the information and explanations given to us, the Company has not accepted any deposits from the public in accordance with the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under.

vi. According to the information and explanations given to us, the Central Government of India has not prescribed the maintenance of cost records under section Act, for any of the services rendered/products sold by the Company.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees state insurance, income-tax, sales Tax, value added tax, service tax, goods and services tax, duty of customs and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of duty of excise and cess.

According to the information and explanations given to us, there are no undisputed amounts payable in respect of provident fund, employees state insurance, income-tax, service tax, good and services tax, sales tax, value added tax, duty of customs and other material statutory dues which were in arrears as at 31 March 2018 for a period of more than six months from the date they became payable.

(d) According to the information and explanations there are no material dues of duty of customs, value added tax, goods and services tax and sales tax which have not been deposited with the appropriate authorities on account of any dispute. The following dues of income tax, service tax have not been deposited by the Company on account of disputes:

Name of the Statute Nature of dues demanded Amount (Rs.) Period to which the amount relates Forum where dispute is pending
Finance Act, 1994 Service tax 39,079,348 (10,923,000)* 2007-08 to 2013-14 Customs, Excise and Service Tax
Income Tax Act, 1961 Income Tax 1,468,732 (1,468,732)* AY 2006- 07 Appellate Tribunal, Bangalore Income Tax appellate tribunal (ITAT)

*The amount in bracket represents the amount paid under protest.

viii. In our opinionandaccordingtotheexplanationsgiven to us, the Company has not defaulted in repayment of loans and borrowings to banks. The Company did not have any loans or borrowings from any financial institution, government or any dues to debenture holders during the year.

ix. In our opinion and according to the explanation given to us, the Company has applied the term loans for the purpose for which the loans were obtained. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year.

x. According to the information and explanationsgiven to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V of the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and based on the our examination of the records of the Company, transactionswith the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactionshave been disclosed in the Ind AS financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv. According to the information and explanations given to us giventous, and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable. xvi. According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Annexure - B to the Independent Auditors Report

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the We have audited the internal financial controls over financial reporting of Wonderla Holidays Limited ("the Company") as of 31 March 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the period ended on that date. those policies and controlsover financial

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls 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 responsibilitiesinclude the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient of its business, 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 timelypreparation of reliable financial information, as required under the Companies Act, 2013. of internal financialcontrols over

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControlsOverFinancialReporting(the "Guidance Note") and the Standards on deemed to be prescribed under section 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 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 financialcontrols system over financialreporting and their internal financial controls over financial reporting included obtaining an understanding financialcontrols over financial of internal reporting, assessing the risk that a testing and evaluating the design and operating effectiveness internal controls based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Ind AS financialstatements, 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

Meaning of Internal Financial Controls Over Financial Reporting

A companys internal financial financialreporting controls over is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactionsand dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection dispositionof the unauthorisedacquisition, use,or Companys assets that could have a material effect on the Ind AS financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations financialreporting, 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 financialcontrols over financial reporting to future periods are subject to the risk that the internal financial controls over byICAIand financial reporting may become inadequate because of changes in conditions, or that the degree of compliance 143(10)oftheCompanies with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financialcontrols system over financial internal financial controls over financial reporting effectively as at 31 March 2018, based on the internal controls over financial reporting criteria established by the Company the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. operating effectiveness. Our audit of

for B S R & Co. LLP

Chartered Accountants

116231W/W-100024 weakness exists and of Firms registration number:

G. Prakash

Partner

Membership number: 099696

Place: Bangalore, India

Date: 26 May 2018