Auditor Report of VELS Film International Ltd.

Mar 31, 2025

We have audited the accompanying Standalone financial
statements of M/s. Vels Film International Limited ("the
Company") which comprise the Balance Sheet as March
31, 2025, the Statement of Profit and Loss, 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.

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, 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 March 31, 2025, its
Profit and its Cash Flows 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
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 together with the ethical
requirements that are relevant to our audit of the financial
statements under the provisions of the Companies Act,
2013 and the Rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the
audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

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
period. 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.

Key Audit Matters	Audit Procedures
Revenue Recognition: (Refer Note 20 to the Standalone Financial Statements)	Our audit procedures to assess the appropriateness of revenue recognized included the following:
The Company recognizes income from license fees, when control of the underlying products has been transferred along with satisfaction of performance obligation.	• Obtaining an understanding of and assessing the design, implementation and operating effectiveness of the Company''s key internal controls over the revenue recognition process.
	• Examination of significant contracts entered into,
	during the year.
Investment in Subsidiary: Loss of Control (Refer Note 12 to the Standalone Financial Statements)	The following audit procedures were performed to assess the requirement of impairment provision:
During the year, the Company converted Rs. 23.99 crores of CCPS in M/s Vels Studios and Entertainment Private Limited into equity shares and sold part of the resulting equity for Rs. 27.51 crores (costing Rs. 4.50 crores).	• Reviewed documents relating to CCPS conversion and sale of Equity shares • Verified loss of control assessment and accounting as
It also did not participate in the rights issue, leading to a reduction in shareholding and loss of control. As a result, Vels Studios ceased to be a subsidiary and, with voting rights falling below 20%, also does not qualify as an associate under AS 23.	per AS 21 and AS 13. • Evaluated related disclosures in the financial statements.

Valuation of Work-in-Progress	The	following audit procedures were performed:
(Refer Note 15 to the Standalone Financial Statements)	•	Evaluating the Design of Internal Controls relating to
The balance of work-in-progress represented by movies		recording of costs incurred with respect to the movies
under production, stands at Rs 105.80 crores on 31st March 2025. This was identified as a Key Audit Matter as		under production.
it forms a significant portion of the financial statements.	•	Analytical procedures for increase in cost of inventories in comparison with the previous years.
	•	Verification of contractual payments incurred for films under production with the agreements entered with third parties.
	•	Verification of recognition of expenses to the Profit anc Loss Account in case of movies sold and the corresponding income recognition.
	•	Consistency of accounting policy followed over the years for valuation of work in progress.

Information other than the financial statements and
auditors'' report thereon

The Company''s board of directors is responsible for 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.
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 standalone financial
statements or our knowledge obtained in the 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.

Responsibility of Management and those Charged with
Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the
matters stated in section 134 (5) of the Companies Act, 2013
(“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, 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. 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
statement that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of
Directors 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 Board of Directors
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
That Board of Directors are 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 control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i)
of the Companies Act, 2013, 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
presenta ti on .

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 allrelationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order,
2020 (“the Order"), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the
Companies Act, 2013, we give in the Annexure A, a
statement on the matters specified in paragraphs 3 and 4
of the Order, to the extent applicable
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 standalone 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 31st March 2023 taken on
record by the Board of Directors, none of the directors
is disqualified as on 31st March 2023 from being
appointed as a director in terms of Section 164 (2) of
the Act.

f. With respect to the Report on 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 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 does not have any pending litigations
which would impact its financial position.

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

iii) There were no amounts required to be transferred
to the Investor Education and Protection Fund by the
Company.

iv) (i) The management has represented that, to the
best of it''s knowledge and belief, no funds have been
advanced or loaned or invested (either from
b o rrow e d fund s or sh a r e pre m i um o r any o t h er
sources or kind of funds) by the company to or in any
other person(s) or entity(ies), including foreign
entities (“Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly
lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the
company (“Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

(ii) The management has represented, that, to the
best of it''s knowledge and belief, 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, 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
Benefici ar ies; an d

(iii) Based on such audit procedures that were
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) contain any material mis¬
statement.

v) The Company had not declared or paid dividend
during the year as stated in rule 11 clause (f) of
Companies (Audit and Auditors) Rules, 2014

vi) Based on our examination, which included test
checks, the Company has used accounting software
for maintaining its books of account for the financial
year ended March 31, 2025 which has a feature of
recording audit trail (edit log) facility and the same
has operated throughout the year for all relevant
transactions recorded in the software. Further,
during the course of our audit we did not come across
any instance of the audit trail feature being tampered
with. Additionally, the audit trail has been preserved
by the company as per the statutory requirements
for record retention.

h. With respect to the matter to be included in the
Auditor''s Report under Section 197(16) of the Act:

In our opinion and according to the information and
explanations given to us, the remuneration paid during the
year by the Company to its directors is in accordance with
the provisions of Section 197 read with Schedule V of the
Act.

For S R B R & Associates LLP
Chartered Accountants
^{Date: 7th May} 2025 FRN: 004997S/S200051

Place: Chennai

UDIN: 25029814BNFUH17937 „ „ _J

R. Sundararajan

Partner

M. No. 029814

---

Mar 31, 2024

We have audited the accompanying Standalone financial statements of M/s. Vels Film International Limited (“the Company") which comprise the Balance Sheet as March 31, 2024, the Statement of Profit and Loss, 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.

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, 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 March 31, 2024, its Profit and its Cash Flows for the period 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

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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 period. 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.

Key Audit Matters	Audit Procedures
Revenue Recognition: (Refer Note 20 to the Standalone Financial Statements) The Company recognizes income from license fees, when control of the underlying products have been transferred along with satisfaction of performance obligation.	Our audit procedures to assess the appropriateness of revenue recognized included the following: • Obtaining an understanding of and assessing the design, implementation and operating effectiveness of the Company''s key internal controls over the revenue recognition process. • Examination of significant contracts entered into, during the year.
Investment in Subsidiary: (Refer Note 12 to the Standalone Financial Statements) The Company has an investment in a Subsidiary named ''Vels Studios and Entertainments Private Limited'' amounting to Rs.24.39 Crores, whose shares were acquired through NCLT order. The subsidiary is in the process of renovation of shooting floors and improvising of theme park. In connection with this, further Loans were given to the subsidiary carrying an interest rate of 6% to the extent of Rs 1.84 crores during the year 31 March 2024. As at 31 march 2024 balance of above loan is Rs.53.05 crores. To assess if any impairment provision is required.	The following audit procedures were performed to assess the requirement of impairment provision: • Examination and analysis of the Financial Statements of the Subsidiary for year ended March 31, 2024 • Analyzing the physical verification report of the Assets of the subsidiary. • Assessing Management''s business plans, assumptions and analyzing the projected cash subsidiary.

Valuation of Work-in-Progress (Refer Note 15 to the Standalone Financial Statements) The balance of work-in-progress represented b movies under production, stands at Rs 67.61 crores on 31st March 2024. This was identified as a Key Audit Matter as it forms a significant portion of the financial statements.		The • •	following audit procedures were performed: Evaluating the Design of Internal Controls relating to recording of costs incurred with respect to the movies under production. Analytical procedures for increase in cost of inventories in comparison with the previous years.
		•	Verification of contractual payments incurred for films under production with the agreements entered with third parties.
		•	Verification of recognition of expenses to the Profit and Loss Account in case of movies sold and the corresponding income recognition.
		•	Consistency of accounting policy followed over the years for valuation of work in progress.

Information other than the financial statements and auditors'' report thereon

The Company''s board of directors is responsible for 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. 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 standalone financial statements or our knowledge obtained in the 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.

Responsibility of Management and those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“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, 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. 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors 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 Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. That Board of Directors are 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, 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 presenta ti on .

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 allrelationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. Report on Other Legal and Regulatory Requirements As required by the Companies (Auditor''s Report) Order, 2020 (“the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable

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 standalone 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 31st March 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the Report on 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 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 does not have any pending litigations which would impact its financial position.

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

iii) There were no amounts required to be transferred to the Investor Education and Protection Fund by the Company.

iv) (i) The management has represented that, to the best of it''s knowledge and belief, no funds have been advanced or loaned or invested (either from b o rrow e d fund s or sh a r e pre m i um o r any o t h er sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(ii) The management has represented, that, to the best of it''s knowledge and belief, 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, 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 Benefici ar ies; an d

(iii) Based on such audit procedures that were 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) contain any material misstatement.

v) The Company had not declared or paid dividend during the year as stated in rule 11 clause (f) of Companies (Audit and Auditors) Rules, 2014

vi) Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated from 25^th September 2023 for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules 2014 is applicable for the company only with effect from 1st April 2023, reporting under Rule 11(g)

of the Companies (Audit and Auditors) Rules, 2014 is not applicable.

h. With respect to the matter to be included in the Auditor''s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid during the year by the Company to its directors is in accordance with the provisions of Section 197 read with Schedule V of the Act.

R. Sundararajan For S R B R & Associates LLP

Partner Chartered Accountants

M. No. 029814 FRN: 004997S/S200051

Date: 29th May 2024

Place: Chennai

UDIN : 24029814BKGSYJ2963

---

Mar 31, 2023

We have audited the accompanying Standalone financial statements of M/s. Vels Film International Limited (“the Company") which comprise the Balance Sheet as March 31, 2023, the Statement of Profit and Loss, 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.

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, 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 March 31, 2023, its Profit and its Cash Flows for the period 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

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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 period. 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.

Key Audit Matters	Audit Procedures
Revenue Recognition: (Refer Note 18 to the Standalone Financial Statements) The Company recognizes income from license fees, when control of the underlying products have been transferred along with satisfaction of performance obligation.	Our audit procedures to assess the appropriateness of revenue recognized included the following: • Obtaining an understanding of and assessing the design, implementation and operating effectiveness of the Company''s key internal controls over the revenue recognition process. • Examination of significant contracts entered into, during the year.
Investment in Subsidiary: (Refer Note 11 to the Standalone Financial Statements) The Company has an investment in a Subsidiary named ''Vels Studios and Entertainments Private Limited'' amounting to Rs.24.39 Crores, whose shares were acquired through NCLT order. The subsidiary is in the process of renovation of shooting floors and improvising of theme park. In connection with this, further Loans were given to the subsidiary carrying an interest rate of 6% to the extent of Rs 54.90 crores during the year. To assess if any impairment provision is required.	The following audit procedures were performed to assess the requirement of impairment provision: • Examination and analysis of the Financial Statements of the Subsidiary for year ended March 31, 2023 • Analyzing the physical verification report of the Assets of the subsidiary. • Assessing Management''s business plans, assumptions and analyzing the projected cash subsidiary.

Valuation of Work-in-Progress (Refer Note 13 to the Standalone Financial Statements) The balance of work-in-progress represented b movies under production, stands at Rs 42.12 crores on 31st March 2023. This was identified as a Key Audit Matter as it forms a significant portion of the financial statements.		The • •	following audit procedures were performed: Evaluating the Design of Internal Controls relating to recording of costs incurred with respect to the movies under production. Analytical procedures for increase in cost of inventories in comparison with the previous years.
		•	Verification of contractual payments incurred for films under production with the agreements entered with third parties.
		•	Verification of recognition of expenses to the Profit anc Loss Account in case of movies sold and the corresponding income recognition.
		•	Consistency of accounting policy followed over the years for valuation of work in progress.

Information other than the financial statements and auditors'' report thereon

The Company''s board of directors is responsible for 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. 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 standalone financial statements or our knowledge obtained in the 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.

Responsibility of Management and those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“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, 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. 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors 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 Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. That Board of Directors are 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, 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 presenta ti on .

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 allrelationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. Report on Other Legal and Regulatory Requirements As required by the Companies (Auditor''s Report) Order, 2020 (“the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable

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 standalone 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 31st March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the Report on 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 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 does not have any pending litigations which would impact its financial position.

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

iii) There were no amounts required to be transferred to the Investor Education and Protection Fund by the Company.

iv) (i) The management has represented that, to the best of it''s knowledge and belief, no funds have been advanced or loaned or invested (either from b o rrow e d fund s or sh a r e pre m i um o r any o t h er sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(ii) The management has represented, that, to the best of it''s knowledge and belief, 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, 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; and

(iii) Based on such audit procedures that were 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) contain any material misstatement.

v) The Company had not declared or paid dividend during the year as stated in rule 11 clause (f) of Companies (Audit and Auditors) Rules, 2014

vi) As proviso to Rule 3(1) of the Companies (Accounts) Rules 2014 is applicable for the company only with effect from 1st April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.

h. With respect to the matter to be included in the

Auditor''s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid during the year by the Company to its directors is in accordance with the provisions of Section 197 read with Schedule V of the Act.

For S R B R & Associates LLP

Chartered Accountants

D^{ate: 2}Ch^h Ma^{y 2023} _FR_N: 004997S/S200051

Place: Chennai

UDIN:23029814BGYMTF5447

R. Sundararajan

Partner M. No. 029814