We have audited the accompanying standalone financial statements of IVl/s. VISION CINEMAS LIMITED
("the Company¹'), which comprise the Balance Sheet as at 31st March, 2024, the Statement of Profit and
Loss, the Cash Flow Statement, and a Summary of the significant accounting policies and other
explanatory information for the year then ended.

Responsibilities 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 preparation of standalone financial statements that give a true and
fair view of the financial position, financial performance, cash flows and Changes in Equity 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 (Accounting) 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.

In preparing the standalone financial statements, management is responsible for assessing the Company's
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.

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

Auditor's Responsibilities

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act_r 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 financiaf 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 control 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 standalone financial statements.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SA's)
specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards
are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of
our report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (ICAi) together with the ethical requirements that are relevant
to our audit of the financial statements under the provisions of the Act and the Rules made there under,
and we have fulfilled our other ethicaf 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 audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except
the matter given in the "Emphasis of Matter" section, the aforesaid standalone 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 3lst
March, 2024, and its profit/bss, its cash flows and changes in equity for the year ended on that date.

Emphasis of Matter

* The payable and receivable balances as reported are subject to confirmation of balances from the
Parties.

* The aggregate of advance to subsidiary as on 31st March,. 2023 was Rs. 672,94 Lakhs which has
increased to Rs, 674.28 Lakhs as on 31st March, 2024, However, in the opinion of the management,
these are good and recoverability are not doubtful, We obtained explanation from the Management
regarding their judgement on the recoverability of these funds and found these judgment to be
appropriate,

* Rs. 827.16 Lakhs reported under Short-term Loans and Advances represent monies receivable from
Vasanth Colour Labs Limited.. The Management is confident of its recoverability and we find the
explanation provided by the management on the same appropriate.

Auditor's opinion is not modified in respect of the matter emphasized.

Report On Other Legal And Regulatory Requirements

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. However, confirmation of
balances from third parties are not made available for our verification.

(b) In our opinion, proper books of account as required by taw have been kept by the Company so far
as it appearsfrom our examination of those books,

(c) The Balance sheet, the statement of Profit and Loss, the Cash flow statement and the Statement
of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the financial statements does not comply with the Ind AS 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 31'¹ March,
2024 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 A". Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company's internal financial control over financial reporting.

(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, we report that no remuneration was
paid to any of the Directors during the year.

(h) With respect to the other matters to be included in the Auditors¹ 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:

t. The Company has below ongoing litigations which may have impact on its standalone
financial statements:

* Penalties imposed by the Bombay Stock Exchange on the Company on various

grounds. The Company has made a representation contesting the grounds for
imposition of these penalties and the relevant documentation/ supporting are
presented and are under consideration of the Stock Exchange for waiver of the
same.

ii. The Company does not have any long-term contracts including derivative contracts for
which there are any foreseeable tosses.

1iL There were no amounts which are required to be transferred to Investor Education and
Protection Fund by the Company.

iv. The management has represented that, to the best of its knowledge and belief, other than
as disclosed in the notes to the accounts, no funds have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of
funds) by the company to or in any other person(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;

V. The management has represented, that, to the hest of its knowledge and belief, other than
as disclosed in the notes to the accounts, 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

vi. Based on audit procedures which we 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.

vli. The company has not declared or paid any dividend during the year in contravention of the
provisions of section 123 of the Companies Act, 2013.

1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the
Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a
statement on the matters specified in paragraphs 3 and 4 of the Order.

For Pradeep Kumar Devaraj & Associates

Chartered Accountants

Firm Registration No.:023317S

Pradeep Kumar Devaraj
Proprietor

Membership No. 242223
UOIN:24242223BKCPPX9417

Place: Bangalore
Date: 24^lil May, 2024

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