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.

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