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Auditor Report of Wonderla Holidays Ltd.

Mar 31, 2016

We have audited the accompanying financial statements of Wonderla Holidays Limited ("the Company") for the year ended 31 March
2016, which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss and the Cash Flow Statement of the
Company for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act")
with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in
India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014. 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these 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.

We conducted our audit in accordance with the Standards on Auditing specified under Section 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 whether the
financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial
controls relevant to the Company''s preparation of the 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 Company''s directors, as well as
evaluating the overall presentation of the financial statements.

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

opinion

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 Act in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016 and its profit
and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("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 the
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;

c. the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement
with the books of account;

d. in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. on the basis of the written representations received from the directors as on 31 March 2016 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2016 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"; and

g. 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 and 40 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; and

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

The Annexure referred to in paragraph 1 in "Report on Other Legal and Regulatory Requirements" in the Independent Auditor''s
Report to the members of the Company on the financial statements for the year ended 31 March 2016, 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 fixed assets are verified in a
phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year
and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is
reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
the title deeds of immovable properties are held in the name of the Company.

(ii) The Inventory has been physically verified by 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 explanation given to us, we are of the opinion that there are no loans, secured or
unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section
189 of the Companies Act, 2013(''the Act''). Accordingly, paragraph 3(iii) of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions
of Section 185 and 186 of the Act, in respect of loans, investments, guarantees and security made.

(v) According to 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) The Central Government of India has not prescribed the maintenance of cost records under section 148(1) of the Act, for any
of the services rendered 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, Service tax, Value added 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, no undisputed amounts payable in respect of Provident fund, employees''
state insurance, Income-tax, Sales tax, Service tax, Value added tax, Duty of Customs and other material statutory dues were in
arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no material dues of sales tax, value added tax and duty
of customs which have not been deposited with the appropriate authorities on account of any dispute. However, according to the
information and explanations given to us, the following dues of income tax, wealth tax and service tax have not been deposited by
the Company on account of disputes:

Name Nature Amount Period Forum where
of the of dues (Rs.) to which dispute is
statue demanded the pending
amount
relates

Finance Service tax 27,855,653* 2007-08 Customs,
Act, to Excise and
1994 2013-14 Service Tax
Appellate
Tribunal,
Bangalore

Income Income tax 693,292 AY Commissioner
Tax Act, 2007-08 of Income Tax
1961 (Appeals),
Cochin

Income Income tax 1,115,070 AY Commissioner
Tax Act, 2013-14 of Income Tax
1961 (Appeals),
Bangalore

*The amount disclosed are net of payments made under protest.

(viii) In our opinion and according to the information and explanations given 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 information and explanations 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 explanations given to us, no material 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,
transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such
transactions have been disclosed in the 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 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.

for B s R & Co. LLp

Chartered Accountants

Firm''s registration number: 101248W/W-100022


Supreet Sachdev

Partner

Membership number: 205385

Place: Bangalore, India

Date: 24 May 2016


Mar 31, 2015

We have audited the accompanying financial statements of Wonderla Holidays Limited ('the Company'), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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.

Auditors' Responsibility

Our responsibility is to express an opinion on these 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.

We conducted our audit in accordance with the Standards on Auditing specified under Section 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 whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("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 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;

(c) The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(f) 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 and 40 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 and

iii. there have been no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the financial statements for the year ended 31 March 2015, we report that:

(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 fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) Inventories have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

(b) The procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory and fixed assets and the sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the services rendered 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, value-added tax, sales-tax, wealth tax, service tax, customs duty and other material statutory dues have been 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 excise duty.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income-tax, employees' state insurance, sales-tax, wealth tax, service tax, customs duty and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of duty of sales tax, value added tax, customs and cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of income tax, wealth tax and service tax have not been deposited by the Company on account of disputes:

Nature Amount Period to which Name of the statute of dues demanded the amount demanded (Rs.) relates

Finance Act, 1994 Service tax 31,698,851 2007-08 to2012-13

Finance Act, 1994 Service tax 4,257,170 2013-14

Income Tax Act, 1961 Income Tax 693,292 AY 2007-08

Income Tax Act, 1961 Income Tax 50,985 AY 2010-11

Income Tax Act, 1961 Income Tax 49,826 AY 2011-12

Wealth Tax Act, 1957 Wealth tax 347,803 AY 2007-08

Wealth Tax Act, 1957 Wealth tax 680,107 AY 2008-09

The Water (Prevention Interest on 167,309 2000-01 to 2009-10 and Control of water cess Pollution Cess Act,1977

Name of the statute Forum where dispute is pending

Finance Act, 1994 -

Finance Act, 1994 Commissioner of Central Excise & Customs, Cochin Commissionerate

Income Tax Act, 1961 Commissioner of Income Tax (Appeal), Cochin

Income Tax Act, 1961 Commissioner of Income Tax (Appeal), Cochin

Income Tax Act, 1961 Commissioner of Income Tax (Appeal), Cochin

Wealth Tax Act, 1957 Deputy Commissioner of (Appeals) Income Tax Act

Wealth Tax Act, 1957 Deputy Commissioner (Appeals), Bangalore

The Water Office of the Executive Engineer, Irrigation Division, Ernakulum

* The Appellate Commissioner of Central Excise, Customs & Service Tax (Appeals), Cochin has rejected the Company's appeal against the Order of the Assessing Officer imposing service tax, interest and penalty. The Company is in the process of filing an appeal against the Order of the Appellate Commissioner of Central Excise, Customs & Service Tax (Appeals), Cochin with Customs, Excise and Service Tax Appellate Tribunal which will be done within the prescribed time limit.

(c) According to the information and explanations given to us, the Company is not required to transfer any amount to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding debentures during the year or any dues to financial institutions.

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) In our opinion and according to the information and the explanations given to us, the Company has applied the term loans for the purpose for which the loans were obtained.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For B S R & Co. LLP Chartered Accountants Firm's registration number: 101248W/W-100022

Supreet Sachdev Partner Membership number: 205385

Bangalore 21 May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Wonderla Holidays Limited (''the Company''] which comprise the balance sheet as at 31 March 2014, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C] of section 211 of the Companies Act, 1956 ("the Act"] read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control 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.

Auditors'' responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 principles generally accepted in India:

(i] in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2014; (ii] in the case of the statement of profit and loss, of the profit for the year ended on that date; and (iii] in the case of the cash flow statement, of the cash flows for the year ended on that date.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor''s Report] Order, 2003 ("the Order"], as amended, issued by the Central Government of India in terms of sub-section (4A] of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3] of the Act, we report that:

a. we have 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 and the cash flow statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C] of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

e. on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g] of sub-section (1] of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in our report to the members of Wonderla Holidays Limited (''the Company''] for the year ended 31 March 2014. We report that:

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

i] The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this policy, certain fixed assets were verified during the year. No material discrepancies were noticed on such verification.

ii] Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

(ii] a] The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

b] The procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c] The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii] The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv] In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory and fixed assets and the sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

(v] In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

(vii] The Company has not accepted any deposits from the public.

(viii] In our opinion, the Company has an internal audit system commensurate with the size and the nature of its business.

(ix] The Central Government of India has not prescribed the maintenance of cost records under Section 209(1] (d] of the Act for any of the products sold or services rendered by the Company.

(x] (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, Wealth tax, Service tax, Customs duty and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities though there has been slight delay in few cases. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund and Excise duty.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Income-tax, Employees'' State Insurance, Sales-tax, Wealth tax, Service tax, Customs duty and other material statutory dues were in arrears as at 31 March 2014 for a period of more than six months from the date they became payable.

(b] According to the information and explanations given to us, there are no dues of Customs duty, Sales tax, Cess and other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Service tax, Income tax and Wealth tax have not been deposited by the Company on account of dispu

Nature of Amount Period to which Name of the statute dues demanded theamount re- lates demanded (Rs.)

Finance Act, 1994 Service tax 17,732,768 2007-08 to 2010-11

Finance Act, 1994 Service tax 11,481,783 2011-12 to 2012-13

Income Tax Act, 1961 Income Tax 693,292 AY 2007-08

Income Tax Act, 1961 Income Tax 50,985 AY 2010-11

Income Tax Act, 1961 Income Tax 49,826 AY 2011-12

Wealth Tax Act, 1957 Wealth tax 347,803 AY 2007-08

Wealth Tax Act, 1957 Wealth tax 680,107 AY 2008-09

The Water (Prevention Interest on 167,309 2000-01 to 2009-10 and Control of water cess Pollution) Cess Act,1977

Name of the statute Forum where dispute is pending

Finance Act, 1994 Commissioner of central excise, customs and service tax (appeals), Cochin

Finance Act, 1994 Additional commissioner of central excise, Kochi

Income Tax Act, 1961 Commissioner of Income tax appeal, Kochi

Income Tax Act, 1961 Commissioner of Income tax (appeal), Kochi Income Tax Act, 1961 Commissioner of Income tax (appeal), Kochi

Wealth Tax Act, 1957 Deputy commissioner (appeals)

Wealth Tax Act, 1957 Deputy Commissioner (Appeals), Bangalore

The Water (Prevention Office of the Executive engineer, Irrigation and Control of division,Ernakulum Pollution Cess Act 1977

(xi) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xii] In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding debentures during the year.

(xiii] The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiv] In our opinion and according to the information and explanations given to us, the Company is not a chit fund/ nidhi/ mutual benefit fund/ society.

(xv] According to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xvi] According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvii] According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

(xviii] The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix] The Company did not have any outstanding debentures during the year.

(xx] The Company has not raised any money by public issues during the year.

(xxi] According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

forBSR & Co,LLP Chartered Accountants Firm''s registration number: 101248W

Supreet Sachdev Partner

Membership No:205385 Bangalore 28th May, 2014


Mar 31, 2013

We have audited the accompanying financial statements of Wonderla Holidays Limited (''the Company'') (formerly Wonderla Holidays Private Limited) which comprise the balance sheet as at 31 March 2013, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information

Management''s responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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.

Auditors'' responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 principles generally accepted in India:

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2013;

(ii) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

(iii) in the case of the cash flow statement, of the cash flows for the year ended on that date.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have 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 and the cash flow statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the balance sheet, the statement of profit and loss and cash flow statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the directors as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Other matters

The financial statements of the company for the year ended March 31, 2012, were audited by another auditor whose report dated June 30, 2012 expressed an unmodified opinion on those statements.

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in our report to the members of Wonderla Holidays Limited (''the Company'') (formerly Wonderla Holidays Private Limited) for the year ended 31 March 2013. 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 verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

(ii) a) The inventory has been physically verified by the management during the year In our opinion, the frequency of such verification is reasonable.

b) The procedures for the physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) The Company has taken unsecured loans from a party, covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount due during the year was Rs 20,063,197 and the year end balance of such loans was Rs Nil.

c) In our opinion, the rate of interest and other terms and conditions on which loan has been taken from the party listed in the register maintained under section 301 of the Companies Act, 1956 is not, prima facie, prejudicial to the interest of the Company.

d) In the case of loans taken from the party listed in the register maintained under section 301, the Company has repaid the principal and interest amounts as stipulated.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory and fixed assets and the sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audt.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) In our opinion, and according to the information and explanations given to us, there was no transactions made in pursuance of contracts and arrangements referred to in (v)(a) above which exceeded the value of Rs 5 lakh.

c) The Company has not accepted any deposits from the public.

d) In our opinion, the Company has an internal audit system commensurate with the size and the nature of its business.

e) The Central Government of India has not prescribed the maintenance of cost records under Section 209(1)(d) of the Act for any of the products sold or services rendered 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, Wealth tax, Service tax, customs duty and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities though there has been a slight delay in few cases. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund and Excise duty.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Income-tax, Employees'' State Insurance, Sales-tax, Wealth tax, Service tax, Customs duty and other material statutory dues were in arrears as at 31 March 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Sales tax, Customs duty, Cess and other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of Service tax, Income tax and Wealth tax have not been deposited by the Company on account of disp

Name of the Nature of Amount Period to Forum where dispute statute dues demanded which the is pending demanded (Rs.) amount relates

Finance Act, 1994 Service tax 16,275,979 2007-08 to Commissioner of 2010-11 central excise, customs and service tax (appeals), Cochin

Finance Act, 1994 Service tax 4,539,007 2011-12 Additional commissioner of central excise, Kochi

Income Tax Act, Income tax Nil * AY 2006-07 Commissioner of 1961 income tax appeals, Kochi

Wealth Tax Act, Wealth tax 347,803 AY 2007 Deputy commissioner 1957 -08 (appeals)

Income Tax Act, Income tax 2,485,519 AY 2008 Commissioner of in- 1961 -09 come tax, Bangalore II

The Water Interest on 167,309 2000-01 Office of the Executive (Prevention and water cess to 2009 engineer, Irrigation Control of -10 division, Ernakulum Pollution) Cess Act, 1977

The Karnataka Special Nil ** AY 2004 Joint commissioner of Special Tax on entry tax -05 commercial taxes Entry of Certain (Appeal0, Bangalore Goods Act, 2004

* net of amount paid of Rs 1,468,732 ** net of amount paid of Rs 534,767

(vii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding debentures during the year.

(ix) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(x) In our opinion and according to the information and explanations given to us, the Company is not a chit fund/ nidhi/ mutual benefit fund/ society.

(xi) According to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xii) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xiii) According to the information and explanations given to us and based on an overall examination of the Balance Sheet of the Company as at 31 March 2013, it appears that short term funds of Rs 172,543,555 have been used for long-term purposes. The aforesaid amount has been computed based on the guidance provided in the Statement on Companies (Auditor''s Report) Order, 2003 issued by the Institute of Chartered Accountants of India. However, as represented to us by the management, the Company is able to generate sufficient funds through its operations to pay for its short term liabilities as and when they become due.

(xiv) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xv) The Company did not have any outstanding debentures during the year.

(xvi) The Company has not raised any money by public issues during the year.

(xvii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

for B S R & Co. Chartered Accountants Firm''s registration number: 101248W

Zubin Shekary Partner Membership number: 048814

Kochi 27 May 2013