We have audited the accompanying Standalone Financial Statements of Nicco Parks & Resorts Limited (“the Company”), which comprise the
Balance Sheet as at 31st March, 2025, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in
Equity and the Statement of Cash Flows for the year then ended, and notes to the Financial Statements, including a summary ofmaterial accounting
policies and other explanatory notes for the year ended on that date (hereinafter referred to as “the Standalone Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give
the information required by the Companies Act, 2013 (hereinafter referred to as “the Act”) in the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards notified under section 133 of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended from time to time, (hereinafter referred to as the “Ind AS”) and other accounting principles generally accepted in India, of
the state of affairs of the Company as at 31st March, 2025, its profit (including other comprehensive income), changes in equity and its cash flows
for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (hereinafter referred to as “the SAs”)
specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the “Auditors’ Responsibilities for the Audit
of the Standalone Financial Statements” 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 (hereinafter referred to as “the ICAI”) together with the ethical requirements that are relevant
to our audit of the Standalone 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 ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion on the Standalone Financial Statements.

MATERIAL UNCERTAINTY RELATED TO GOING CONCERN

We draw attention to Note No. 52 of the Standalone Financial Statements dealing with the preparation of the Standalone Financial Statement on
the going concern basis. Pending formalization ofthe agreements as stated therein, there is material uncertainty vis-a-vis Company’s operations on
going concern basis and its ability to continue so as a going concern. Our opinion is not modified in respect of this matter.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were ofmost significance in our audit ofthe Standalone Financial Statements
for the financial year ended 31st March, 2025. These matters were addressed in the context of our audit ofthe Standalone Financial Statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have considered the matters described
below to be the key audit matters to be communicated in our report.

We have fulfilled the responsibilities described in the “Auditors’ Responsibilities for the Audit of the Standalone Financial Statements” section
of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our
assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements.

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in
the Annual Report but does not include the Standalone Financial Statements, Consolidated Financial Statements and our Auditors’ Reports
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.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above
when it becomes available, and, in doing so, consider whether such other 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. 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 with respect to the above.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL
STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation and
presentation of these Standalone Financial Statements in terms of the requirements of the Act that give a true and fair view of the financial
position, financial performance (including other comprehensive income), changes in equity and cash flows ofthe Company in accordance with
accounting principles generally accepted in India including the Ind AS. 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 the 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 Board of Directors is responsible for assessing the ability of the Company 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 is also responsible for overseeing the financial reporting process of the Company.

AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE 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 the 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 resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls;

• 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)^) 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 in the
Standalone Financial Statements made by management;

• Conclude on the appropriateness of management’s 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 ability of the
Company 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 Company to cease to continue as a going concern;

• 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.

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.

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.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub¬
section (11) of section 143 of the Act, 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. Further to our comments in the annexure referred to in the paragraph above, 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 purposes of our audit;

b) Proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
except for the matters stated in 3(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;

c) The Standalone Balance Sheet, 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 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 Indian Accounting Standards notified under
Section 133 of the Act, read with the relevant Rules as amended from time to time;

e) On the basis of the written representations received from the Directors as on 31st March, 2025 taken on record by the Board of
Directors, none of the Directors is disqualified as on 31st March, 2025 from being appointed as a Director in terms ofSection 164(2)
of the Act;

f) The observation relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(b)
above on reporting under section 143(3)^) of the Act and paragraph 3(vi) below on reporting under rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014.

g) With respect to the adequacy of the internal financial controls with reference to the Standalone Financial Statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” to this report. Our report
expresses an unmodified opinion on the adequacy and operating effectiveness of internal financial control with reference to the
Standalone Financial Statements of the Company.

3. 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) from time to time, in our opinion and to the best of our information and according to the explanations given
to us:

i. Pending litigations (other than those already recognized in the accounts) having material impact on the financial position of the
Company have been disclosed in the Standalone Financial Statements as required in terms of accounting standards and provisions
of the Act - refer note 42 of the Standalone Financial Statements.

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable
losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the
Company.

iv. a. The management has represented that, to the best of its knowledge and belief as disclosed in note no. 54(vii) to the Standalone

Financial Statements, no funds (which are material either individually or in aggregate) have been advanced or loaned or
invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in
any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded
in writing or otherwise, that the Intermediary shall, whether directly or indirectly, lend 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 its knowledge and belief as disclosed in note no. 54(vii) to the Standalone
Financial Statements, no funds (which are material either individually or in aggregate) have been received by the Company
from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in
writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the Funding Parties (“Ultimate Beneficiaries”) or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come
to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) of Companies
(Audit and Auditors) Rules, 2014 as amended from time to time, as provided under (a) and (b) above, contain any material
misstatement.

v. The interim dividends declared and paid by the Company during the year and until the date of this report are in compliance with
section 123 of the Act. As stated in note no. 55 to the Standalone Financial Statements, the Board of Directors of the Company has
declared an interim dividend for the year during the Board Meeting held on 27th May, 2025. The dividend declared is in accordance
with section 123 of the Act to the extent it applies to declaration of dividend.

vi. Based on our examination which included test checks and in accordance with requirements of Implementation Guide on Reporting
on Audit Trail under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, the Company has used accounting software
for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated
throughout the year at application level for all relevant transactions, other than those for property, plant and equipment which has
been maintained manually, recorded in the software.

However, audit trail feature was not enabled at database level to log any direct data changes.

Further, during the course of our audit we did not come across any instance of the audit trail feature (where available) being tampered
with and the audit trail, as available, has been preserved by the Company as per the statutory requirements for record retention.

4. With respect to the reporting of Other Maters under section 197(16) of the Act to be included in the Auditors’ Report, in our opinion and
according to the information and explanations given to us, the remuneration (including sitting fees) paid by the Company to its Directors during
the current financial year is in accordance with the provisions of section 197 of the Act and is not in excess of the limit laid down therein.

FOR LODHA & CO LLP

CHARTERED ACCOUNTANTS
FIRM’S REGISTRATION NO: 301051E/ E300284

S/d

INDRANIL CHAUDHURI

Place: Kolkata (PARTNER)

Date: 27th May, 2025 MEMBERSHIP NO. 058940

UDIN: 25058940BMMIQT6974