INDEPENDENT AUDITOR'S REPORT

To The Members of Imagicaaworld Entertainment Limited

Report on the Audit of the Standalone Ind AS financial
statements

Opinion

We have audited the standalone Ind AS financial statements
of Imagicaaworld Entertainment Limited ("the Company"),
which comprise the Balance Sheet as at March 31, 2023,
the Statement of Profit and Loss, Statement of Changes in
Equity and Statement of Cash Flows for the year then ended,
and notes to the financial statements, including a summary
of significant accounting policies and other explanatory
information (hereinafter referred to as "standalone financial
statements").

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
financial statements give a true and fair view in conformity
with Indian Accounting Standards prescribed under section
133 of the Companies Act, 2013 ("the Act") read with the
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, 2023, its profit, total 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 financial statements in
accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013. Our
responsibilities under those Standards are further described
in the Auditor's Responsibilities 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 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.

Emphasis of Matter

We draw attention to Note 32 of the standalone financial
statements which describes the approval of the Resolution
Plan approved by the erstwhile Secured Lenders of the
Company and compliance of the terms and conditions of the
Resolution Plan by the new promoters.

Our Opinion is not modified in respect of this matter.

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

The Company's Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Board's Report
including Annexures to Board's Report but does not include
the financial statements and our auditor's report thereon.
The other information as stated above is expected to be
made available to us after the date of this Auditor's Report.

Our opinion on the 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 financial statements, our
responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially
misstated.

When we read the other information as stated above, 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 on "The Auditors
Responsibilities relating to Other Information".

Responsibilities of Management and Those Charged with
Governance 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,
total 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 specified under Sec 133 of the Act.
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 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 is
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 either intends to
liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the
Company's financial reporting process.

Auditor's Responsibilities 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 system 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 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.

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 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 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
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 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 it
appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and
Loss (including Other Comprehensive Income), the

Statement of changes in Equity and the Statement
of Cash Flows dealt with by this Report are in
agreement with the books of account maintained.

d) In our opinion, the aforesaid financial statements
comply with Ind AS specified under Section 133 of
the Act.

e) On the basis of the written representations
received from the directors as on March 31, 2023,
taken on record by the Board of Directors, none
of the directors are disqualified as on March 31,
2023 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 Company and
the operating effectiveness of such controls, refer to
our separate Report in "Annexure B".

g) 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
Company has not paid any managerial remuneration
during the year.

h) 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, 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 29 to the
Standalone Financial Statements.

(ii) The Company has made provision, as required
under the applicable law or accounting
standards, for material foreseeable losses,
if any, on long-term contracts including
derivative contracts - Refer Note 48(c) of the
Standalone Financial Statements.

(iii) There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company - Refer Note
48(d) of the Standalone Financial Statements.

(iv) (a) The management has represented that, to the
best of its knowledge and belief, 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 or entity,
including foreign entity ("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 - Refer Note 48(a)
of the Standalone Financial Statements;

(b) The managements has represented that, to
the best of its knowledge and belief, no funds
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 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 - Refer Note 48(b) of the
Standalone Financial Statements; and

(c) In our opinion and based on the audit
procedures, we have 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 (a) and (b) contain any material
misstatement.

(v) The Company has not declared or paid dividend
during the year - Refer Note 48(l) to the Standalone
Financial Statements.

(vi) Proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014 for maintaining books of account
using accounting software which has a feature of
recording audit trail (edit log) facility is applicable
to the Company with effect from April 1, 2023,
and accordingly, reporting under Rule 11(g) of
the Companies (Audit and Auditors) Rules, 2014
is not applicable for the financial year ended
March 31, 2023.

For V. Sankar Aiyar & Co.,

Chartered Accountants
Firm Registration No : 109208W

S. Nagabushanam

Partner

Place: Mumbai Membership No: 107022

Date: May 26, 2023 UDIN: 23107022BGXGTC3516