We have audited the accompanying Financial Statements
of Wonderla Holidays Limited (the “Company”), which
comprise the Balance Sheet as at 31^st March 2026, and 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 ended on that date, and notes
to the financial statements, including a summary of material
accounting policies and other explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid 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, (“Ind AS”)
and other accounting principles generally accepted in India, of
the state of affairs of the Company as at 31^st March 2026, its
profit and 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 of the Financial Statements in
accordance with the Standards on Auditing (“SA”s) specified
under Section 143(10) of the Act. Our responsibilities under
those Standards are further described in the Auditor’s
Responsibility for the Audit of the 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
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 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
Financial Statements of the current period. These matters
were addressed in the context of our audit of the Financial
Statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.

Information Other than the Financial Statements
and Auditor’s Report Thereon

• The Company’s Board of Directors is responsible for
the other information. The other information comprises
the Directors’ report but does not include the Financial
Statements and our auditor’s report thereon which we
obtained prior to the date of this auditor’s report, and
the Corporate Governance Report and Management
Discussions & Analysis report, which is expected to be
made available to us after that date.

• Our opinion on the Financial Statements does not cover
the other information and we do not and will not express
any form of assurance conclusion thereon.

• In connection with our audit of the Financial Statements,
our responsibility is to read the other information
identified above when it becomes available and, in
doing so, consider whether the other information is
materially inconsistent with the 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 on the other
information that we obtained prior to the date of this
auditor’s report, 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.

• When we read the Corporate Governance Report
and Management Discussions & Analysis report, if we
conclude that there is a material misstatement therein,
we are required to communicate the matter to those
charged with governance as required under SA 720 ‘The
Auditor’s responsibilities Relating to Other Information’.

Responsibilities of Management and Board of
Directors for the 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 of these 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 Ind
AS specified under Section 133 of the Act. 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 financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the Financial Statements, management
and 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 Board of
Directors either intend to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The Company’s Board of Directors is also responsible for
overseeing the Company’s financial reporting process.

Auditor’s Responsibility for the Audit of the
Financial Statements

Our objectives are to obtain reasonable assurance about
whether the Financial Statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s 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 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 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 financial controls
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 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 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 Company to cease to continue
as a going concern.

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

Materiality is the magnitude of misstatements in the Financial
Statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable
user of the 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 any
identified misstatements in the 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 financial controls 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 Financial Statements of the
current period and are therefore the key audit matters. We
describe these matters in our auditor’s 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 Section 143(3) of the Act, based on
our audit 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 not complying with the requirement of
audit trail as stated in (i)(vi) below.

c) The Balance Sheet, the Statement of Profit and
Loss including Other Comprehensive Income,
the Statement of Cash Flows 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 Financial Statements
comply with the Ind AS specified under Section
133 of the Act.

e) On the basis of the written representations received
from the directors as on 31^st March 2026 taken
on record by the Board of Directors, none of the
directors is disqualified as on 31^st March 2026 from
being appointed as a director in terms of Section
164(2) of the Act.

f) The modification relating to the maintenance of
accounts and other matters connected therewith, is
as stated in paragraph (b) above.

g) With respect to the adequacy of the internal
financial controls with reference to Financial
Statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in “Annexure A”. Our report expresses an
unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial
controls with reference to 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 according to the explanations
given to us, the remuneration paid by the Company
to its directors during the year is in accordance with
the provisions of Section 197 of the Act.

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 Financial Statements - Refer Note 39 to the
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 the Note 43(f) to the
Financial Statements no funds 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(s) or entity(ies), including
foreign entities (“Intermediaries”), with
the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, 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 the Note 43(g) to the
Financial Statements, no funds 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, directly or indirectly, lend 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
performed 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), as provided
under (a) and (b) above, contain any
material misstatement.

v. The final dividend proposed in the previous
year, declared and paid by the Company
during the year is in accordance with Section
123 of the Act, as applicable.

As stated in Note 16.2 to the Financial
Statements, the Board of Directors of the
Company has proposed final dividend for
the year which is subject to the approval
of the members at the ensuing Annual
General Meeting. Such dividend proposed
is in accordance with Section 123 of the
Act, as applicable.

vi. Based on our examination, which included test
checks, the Company has used accounting
software systems for maintaining its books
of account for the financial year ended
31^st March 2026 which have the feature of
recording audit trail (edit log) facility and the
same has operated throughout the year for all
relevant transactions recorded in the software
systems except that:

• the accounting software used for
maintenance of point of sales records did
not have the feature of recording audit
trail (edit log) for the period 1^st April 2025
to 9^th September 2025. (Refer Note 44 to
the Financial Statements)

• in respect of software operated by
third party software service provider,
for maintaining payroll records, in the
absence of an independent auditor’s
System and Organisation Controls report
covering the audit trail requirement, we
are unable to comment whether the audit
trail feature of the said software was
enabled and operated during this period,
for all relevant transactions recorded in
the software and whether there was any
instance of the audit trail feature been
tampered with. (Refer Note 44 to the
Financial Statements).

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

2. As required by the Companies (Auditor’s Report) Order,
2020 (“the Order”) issued by the Central Government in
terms of Section 143(11) of the Act, we give in “Annexure
B” a statement on the matters specified in paragraphs 3
and 4 of the Order.

For Deloitte Haskins & Sells

Chartered Accountants
Firm Registration Number: 008072S

Madhavi Kalva

Partner

Place: Bengaluru Membership Number:213550

Date: May 7, 2026 UDIN: 26213550KBOFTD5292