We have audited the standalone Ind AS financial
statements of Shemaroo Entertainment Limited (“the
Company”), which comprise the Balance Sheet as at
March 31, 2025, the Statement of Profit and Loss, the
Statement of Changes in Equity and the Statement of
Cash Flows for the year then ended, and notes to the
standalone Ind AS financial statements, including a
summary of material accounting policies and other
explanatory information (hereinafter referred to as
“standalone Ind AS financial statements”) for the year
ended on that date.

In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid standalone Ind AS Financial Statements give
the information required by the Companies Act, 2013
(‘'the Act”) in the manner so required and give a true
and fair view in conformity with the Indian Accounting
Standards (‘'Ind AS”) prescribed under section 133 of
the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended (“Ind AS”) and
other accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31,
2025, its loss, total comprehensive loss, changes in
equity and its cash flows for the year ended on that
date.

2. 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 standalone
Ind AS 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 standalone Ind AS 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 ICAI's Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion on the standalone Ind
AS financial statements.

3. Emphasis of Matter

We draw attention to Note 33.6 to the standalone Ind
AS financial statements for the year ended 31^st March
2025, which describes the details of search operation
carried out during the earlier year and demand raised
in connection with the same by the GST Department
on the Company during the year and the issues arising
therefrom.

Our opinion is not modified in respect of this matter.

4. Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the standalone Ind AS financial statements of
the current period. These matters were addressed in the
context of our audit of the standalone Ind AS financial
statements as a whole, and in forming our opinion
thereon, 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.

5. Information other than the standalone Ind AS financial
statements and Auditor’s report thereon

The Company's Board of Directors is responsible for
the preparation of the other information. The other
information comprises the information included in the
Annual Report, but does not include the standalone
Ind AS financial statements and our Auditor's Report
thereon. The Directors Report & Annual Report is
expected to be made available to us after the date of
our audit report.

Our opinion on the standalone Ind AS financial
statements does not cover the other information and
we do not express any form of assurance conclusion
thereon.

In connection with our audit of the standalone Ind AS
financial statements, our responsibility is to read the
other information and, in doing so, consider whether
other information is materially inconsistent with
the standalone Ind AS Financial Statements or our
knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.

When we read the other information included in the
above reports, if we conclude that there is material
misstatement therein, we are required to communicate
the matter to those charged with governance and
determine the actions under the applicable laws and
regulations.

6. Management’s Responsibility for the standalone Ind
AS 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 Ind AS Financial Statements that give
a true and fair view of the financial position, financial
performance, total comprehensive loss, changes in

equity and cash flows of the Company in accordance
with the accounting principles generally accepted
in India, including the Indian Accounting Standards
specified under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, as
amended.

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 implementation and maintenance of
accounting policies; making judgments and estimates
that are reasonable and prudent; and design,
implementation and maintenance of adequate internal
financial controls, that were operating effectively
for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation
and presentation of the standalone Ind AS financial
statement that give a true and fair view and are free
from material misstatement, whether due to fraud or
error.

In preparing the standalone Ind AS Financial
Statements, 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 management either intends to
liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

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

7. Auditor’s Responsibilities for the Audit of the
standalone Ind AS financial statements

Our objectives are to obtain reasonable assurance about
whether the standalone Ind AS 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
standalone Ind AS Financial Statements.

As part of an audit in accordance with Standards
on auditing, we exercise professional judgment and
maintain professional skepticism throughout the audit.
We also:

• Identify and assess the risks of material
misstatement of the standalone Ind AS Financial
Statements, whether due to fraud or error, design
and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the
override of internal control.

• Obtain an understanding of internal financial
controls relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the
Act, we are also responsible for expressing our
opinion on whether the Company has adequate
internal financial controls system in place and the
operating effectiveness of such controls.

• Evaluate the appropriateness of accounting
policies used and the reasonableness of accounting
estimates and related disclosures made by
management.

• Conclude on the appropriateness of management's
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events
or conditions that may cast significant doubt
on the Company's ability to continue as a going
concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our
auditor's report to the related disclosures in the
standalone Ind AS 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 standalone Ind AS Financial
Statements, including the disclosures, and whether

the standalone Ind AS Financial Statements
represent the underlying transactions and events
in a manner that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal control
that we identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and other
matters that may reasonably be thought to bear on
our independence, and where applicable, related
safeguards.

From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of standalone
Ind AS financial statements of the current period and
are therefore the key audit matters. We describe these
matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that
a matter should not be communicated in our report
because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest
benefits of such communication.

8. Report on Other Legal and Regulatory Requirements

I. 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 Act, we give in the “Annexure A”
a statement on the matters specified in paragraphs
3 and 4 of the Order.

II. As required by Section 143(3) of the Act, based on
our audit we report that:

a) We have sought and obtained all the
information and explanations which to
the best of our knowledge and belief were
necessary for the purposes of our audit of
standalone Ind AS Financial Statements.

b) In our opinion, proper books of account
as required by law have been kept by the
Company so far as it appears from our
examination of those books.

c) The Balance Sheet, the Statement of Profit
and Loss including Other Comprehensive
Income, the statement of changes in equity
and the Cash Flow Statement dealt with by
this Report are in agreement with the books
of account.

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

e) On the basis of the written representations
received from the directors as on March
31, 2025 taken on record by the Board of
Directors, none of the directors is disqualified
as on March 31, 2025 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 with reference to
Standalone Ind AS financial statements of the
Company and the operating effectiveness of
such controls, refer to our separate Report in
“Annexure B”.

g) With respect to the other matters to be
included in the Auditor's Report in accordance
with the requirements of section 197(16) of
the Act, as amended, in our opinion and to the
best of our information and according to the
explanations given to us, the remuneration
paid by the Company to its directors during
the year is in accordance with the provisions
of section 197 of the Act.

h) With respect to the other matters to be
included in the Auditor's Report in accordance
with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, as amended in our
opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact
of pending litigations on its financial
position in Note 33.4 of its standalone
Ind AS financial statements;

ii. The Company did not have any long¬
term contracts including derivative
contracts for which there are any
material foreseeable losses.

iii. There has been no delay in transferring
amounts, required to be transferred, to
the Investor Education and Protection
Fund by the Company.

iv. (a) The Management has represented that, to
the best of its knowledge and belief, no funds
(which are material either individually or in
the aggregate) have been advanced or loaned
or invested (either from borrowed funds or
share premium or any other sources or kind
of funds) by the Company to or in any other
person or entity, including foreign entity
(“Intermediaries”), with the understanding,
whether recorded in writing or otherwise,
that the Intermediary shall, whether, directly
or indirectly lend or invest in other persons or
entities identified in any manner whatsoever