AUDITOR'S REPORT

Imagicaaworld Entertainment Ltd.

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Market Cap. (₹)	2127.64 Cr.	P/BV	1.70	Book Value (₹)	22.14
52 Week High/Low (₹)	76/37	FV/ML	10/1	P/E(X)	27.59
Bookclosure	10/06/2022	EPS (₹)	1.36	Div Yield (%)	0.00

Year End :2025-03

We have audited the accompanying standalone financial
statements of Imagicaaworld Entertainment Limited ("the
Company"), which comprises of Standalone Balance Sheet
as at March 31, 2025, the Standalone Statement of Profit
and Loss (including Other Comprehensive Income), the
Standalone Cash Flow Statement and the Statement of
Changes in Equity for the year then ended, and notes to
the standalone financial statements, including a summary
of material accounting policies and other explanatory
information (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 ("the Act") in the
manner so required and give a true and fair view in
conformity with the Indian Accounting Standards prescribed
under Section 133 of the Act read with Companies (Indian
Accounting Standards) Rules, 2015, as amended, ("Ind AS")
and other accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31, 2025,
its profit, total other comprehensive income, its cash flows
and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under Section 143(10) of
the Act. Our responsibilities under those Standards are

further described in the Auditor's 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 ('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 made 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 obtained by us is
sufficient and appropriate to provide a basis for our audit
opinion on the Standalone Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
Standalone Financial Statements of the current year. These
matters were addressed in the context of our audit of the
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 determined the matters described below to be the
key audit matters to be communicated in our report. We
have fulfilled the responsibilities described in the Auditor's
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.

S r.
No.

Key Audit Matters

Auditors Response

Recognition of Deferred Tax Asset. ("DTA")

Refer to accounting policy information in Note 2.5 to the standalone financial statements and Notes 36, 37A, and 55
to the standalone financial statements.

As detailed in Note 36 to the standalone financial statements,
the Company previously had significant unused tax losses for
which deferred tax asset has been recognized in the Standalone
financial statements. Improved profitability post the
implementation of the Resolution plan (Refer Note 37 A to the
standalone financial statements) and subsequent acquisition
of Park Business Undertaking (Refer Note 55 to the standalone
financial statements) during the current financial year has led
to taxable profits. The unused tax losses are as expected to be
set-off against future projected taxable profits.

In view of the significance of the matter, we applied
the following audit procedures in this area to obtain
sufficient appropriate audit evidence.

S r. No.	Key Audit Matters	Auditors Response
2.	A deferred tax asset has been recognised for the carryforward of unabsorbed depreciation. The Company assesses its ability to recover the DTA at the end of each reporting period which is based on an assessment of the probability that future taxable income will be available against which the carried forward unused tax losses can be utilised. There is inherent uncertainty involved in forecasting future taxable profits, which determines the extent to which deferred tax assets are, or are not, recognised. There is judgement involved in determining the extent to which it is probable that future profits will arise to utilise the net deferred tax asset. Recognition of deferred tax asset involves the assessment of its recoverability within the permissible time frame requiring a significant estimate of the financial projections, and availability of sufficient future taxable income. In effect we have determined that the recognition of deferred tax assets has a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the Standalone financial statements as a whole. Considering the history of losses, complexity, and judgment involved in the assessment of recovery of deferred tax assets, the matter is considered to be a key audit matter.	Test of Controls: We obtained an understanding of management's process and tested the design, implementation, and operating effectiveness of management review controls over the key inputs and assumptions used to produce future projections of taxable profits. Test of details: • Obtained the business projections of future taxable profits estimated by the management of the Company and critically reviewed the key assumptions used therein, including future growth rates and relevant economic and industry estimates, based on their understanding of the business and market factors • Checked arithmetical accuracy of the computation of future taxable profits and calculation of deferred tax. • Assessed the reasonableness of the period of projections used in the deferred tax asset recoverability assessment in accordance with the time period allowed under the applicable tax laws with respect to utilisation of the said tax losses against future taxable profits. • Verified the computation of Income, related tax, and the impact of open litigations on the tax provision. • Performed necessary procedures to verify the accuracy of amounts disclosed in the financial statements, and adequacy of disclosures made for compliance with applicable Indian Accounting Standards and accounting principles generally accepted in India.
	Revenue Recognition Refer to accounting policy information in Note 2.4 and 26 to the Standalone Financial Statements
	The revenue recognition policy followed by the Company includes, ticket revenue being recognized at the time when entry tickets are issued to visitors for entry into the amusement park; hotel revenue comprising of room rentals which are recognized when the rooms are occupied and banquet services have been provided as per the contract with customer and sale of items such as, merchandise, that are recognized when the control is transferred to the customers.	In view of the significance of the matter, Principle audit procedures followed by us in this area to obtain sufficient appropriate audit evidence. Test of Controls: • Evaluated the design, tested the implementation and operating effectiveness of key internal controls including general IT controls and key IT application controls over recognition of revenue. Test of Details: • Assessed whether the revenue recognition accounting policies are in compliance with the accounting standards.

S r. No.	Key Audit Matters	Auditors Response
	There is an inherent risk that revenue may be misstated because of fraud, resulting from the pressure local management may feel to achieve performance targets. Revenue is also an important element of how the Company measures its performance. The Company focuses on revenue as a key performance measure, which could create an incentive for revenue to be recognized before control has been transferred.	• Performed substantive testing by selecting samples of revenue transactions recorded during the year and verifying the underlying documents. • We carried out analytical procedures on revenue recognised during the year to identify unusual variances • We tested manual journal entries posted to revenue to identify unusual items.
3.	Business combination - Acquisition of Park Business Undertaking of Giriraj Enterprises and/or its partners located at Lonavala and Shirdi Refer to accounting policy information in Note 2.2 and Note 55 to the Standalone Financial Statements
3.	Acquisition of Park Business Undertaking of Giriraj Enterprises and/or its partners at Lonavala and Shirdi The Company acquired the water parks, theme park and amusement park owned by Giriraj Enterprises and/or its partners ("Seller") located at Lonavala and Shirdi in the state of Maharashtra on a 'slump sale' basis as a going concern, in accordance with the terms of Business Transfer Agreement ("BTA") with effect from April 1, 2024 (acquisition date) for an aggregate lump-sum purchase consideration of ' 62,938.42 Lakhs. The Company has accounted for the acquisition for by applying acquisition method in accordance with Indian Accounting Standard {Ind AS) 103 - Business Combinations. The assets and liabilities acquired in the acquisition on the acquisition date using a purchase price allocation based on fair value basis resulting in a Goodwill of ' 4,125.45Lakhs. Considering the management judgement and accounting estimates involved in application of Ind AS 103 accounting, the aforesaid business combination has been considered to be a key audit matter.	In view of the significance of the matter, we applied the following audit procedures in this area to obtain sufficient appropriate audit evidence. • Obtained understanding from the management, assessed and tested the design and operating effectiveness of the Company's key controls over the accounting of business combination. • Evaluated management's judgments and assumptions in applying the chosen method. • Obtained and evaluated the Scheme of Arrangement/Board resolutions to understand the legal form and substance of the transaction. • Tested management's assessment of accounting for the business combination and determined that it was appropriately accounted for in accordance with Ind AS 103 Business Combinations. • Agreed the assets acquired and liabilities assumed on the acquisition date with the audited financial statements of the Seller audited by other auditor. • Reviewed the independent external valuation report considered by the Company for the purchase price allocation. Tested appropriateness of valuation methodology used by the independent external expert and the reasonableness of the inputs/estimates considered by the Company's management. • Checked recognition and measurement of goodwill in line with Ind AS 103. • Assessed the competence, capabilities and objectivity of the experts used by Company's management in the process of valuation models. • Assessed the adequacy and appropriateness of the disclosures made in the standalone financial statements.

Information Other than the Standalone Financial
Statements and Auditors' report thereon

The Company's Management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the Annual Report
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.

In connection with our audit of the Standalone Financial
Statements, our responsibility is to read the other
information and, in doing so, consider whether the 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 in this regard.

Responsibilities of Management and those charged with
Governance for the Standalone Financial Statements

The Company's 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
financial position, financial performance (including other
comprehensive income), cash flows and changes in equity of
the Company in accordance with the accounting principles
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
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 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 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 assessing the Company's 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 Management and 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
Company's financial reporting process.

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 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 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 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 Company's ability
to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw
attention in our auditor's 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 auditor's report. However, future
events or conditions may cause the entity 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.

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 in
the standalone financial statements.

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.

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 dated May 28, 2024 expressed an
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 (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, , 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
and explanations which 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
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 the paragraph 2(h)
(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 & 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 Standards
specified under Section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules,
2015, as amended.

(e) On the basis of the written representations received
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
under Section 143(3) of the Act and paragraph 2(h)
(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 Standalone Financial
Statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in Annexure "B". Our report expresses an
unmodified opinion on the adequacy and operating
effectiveness of the Company's internal financial
controls with reference to Standalone Financial
Statements.

(h) With respect to the other matters to be included
in the Auditor's Report in accordance with the
requirements of Section 197(16) of the Act, as
amended, in our opinion and to the best of our
information and explanations given to us, the no
remuneration is paid by the Company to its directors
during the year. Hence the reporting on 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 Auditor's 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 its
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.

iii. There have been no delays 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 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
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"),
with the understanding, whether recorded
in writing or otherwise, that the Company
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 Funding Party ("Ultimate
Beneficiaries") or provide any guarantee,
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 that the representation under
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
software for maintaining its books of accounts
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
level for three accounting software (Amuze,
Infor Sun System and Opera V5.6) to log
any direct data changes for the accounting
software used for maintaining the books of
account.

ii The feature of recording audit trail (edit
log) facility was not enabled at database
level for four accounting software (SAP,
Amuze, Infor Sun System and Opera V5.6)
for the period April 1, 2024 to February
24, 2025 and at the application layer of
one accounting software relating to Retails
- 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
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.

For Suresh Surana and Associates LLP

Chartered Accountants
Firm's Registration. No.: 121750W / W-100010

Santosh Mailer

Partner

Place: Mumbai Membership No.: 143824

Date: May 28, 2025 UDIN: 25143824BMODOQ6879

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AUDITOR'S REPORT

Imagicaaworld Entertainment Ltd.