We have audited the standalone financial statements of Photon Capital Advisors Limited ("theCompany"), which comprise the Balance Sheet as at 31st March 2025, and the Statement of Profitand Loss (including Other Comprehensive Income), the Statement of Changes in Equity and theStatement of Cash Flows for the year then ended, and notes to the standalone financial statements,including a material accounting policies and other explanatory information. (hereinafter referred toas "the standalone financial statements").
In our opinion and to the best of our information and according to the explanations given to us, theaforesaid standalone 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 accountingstandards prescribed under section 133 of the Act read with the Companies Indian AccountingStandards) Rules 2015, as amended ("Ind AS") other accounting principles generally accepted inIndia, of the state of affairs of the Company as at March 31, 2025, and its loss (including other com¬prehensive income), changes in equity and its cash flows for the year ended on that date.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Institute of Char¬tered Accountants of India together with the ethical requirements that are relevant to our audit ofthe standalone financial statements under the provisions of the Act and the Rules thereunder, andwe have fulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics issued by the Institute of Chartered Accountants of India. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgement, were of most significancein our audit of the standalone financial statements of the current period. These matters were ad¬dressed in the context of our audit of the standalone financial statements as a whole, and in formingour opinion thereon, and we do not provide a separate opinion on these matters. We have deter¬mined the matters described below to be the key audit matters to be communicated in our report.
Sr.
No.
Key Audit Matter
Auditor's Response
1
Fair Valuation of investments
The Company's investments (otherthan investment in Subsidiary) aremeasured at fair value at each report¬ing date and these fair value measure¬ments significantly impact the Compa¬ny's results. Within the Company's in¬vestment portfolio, the valuation of cer¬tain assets such as Unquoted equity re¬quires significant judgment as a resultof quoted prices being unavailable andlimited liquidity in these markets.
We have assessed the Company's process tocompute the fair value of various investments.For quoted instruments we have independentlyobtained market quotations and recalculated thefair valuations. For the unquoted instruments, wehave obtained an understanding of the variousvaluation methods used by management and an¬alyzed the reasonableness of the principal as¬sumptions made for estimating the fair valuesand various other data used while arriving at thefair value measurement.
The Company's Board of Directors is responsible for the other information. The other informationcomprises the information included in the Director's Report, but does not include the standalone fi¬nancial statements, consolidated financial statements and our auditor's report thereon. The otherinformation is expected to be made available to us after the date of this auditor's report.
Our opinion on the standalone financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read theother information and, in doing so, consider whether the other information is materially inconsistentwith the standalone financial statements or our knowledge obtained in the audit or otherwise ap¬pears to be materially misstated.
When we read the other information included in the annual report, if we conclude that that there is amaterial misstatement therein, we are required to communicate the matter to those charged withgovernance.
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Actwith respect to the preparation of the standalone financial statements that give a true and fair viewof the financial position, financial performance, changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India, including the accountingstandards specified under section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguarding of the as¬sets of the Company and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that are reasonableand prudent; and design, implementation and maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracy and completeness of the accounting rec¬ords, relevant to the preparation and presentation of the standalone financial statements that give atrue and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Board of Directors is responsible for assessingthe Company's ability to continue as a going concern, disclosing, as applicable, matters related togoing concern and using the going concern basis of accounting unless the Board of Directors eitherintends 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 for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial state¬ments as a whole are free from material misstatement, whether due to fraud or error, and to issuean auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, butis not a guarantee that an audit conducted in accordance with SAs will always detect a material mis¬statement 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 deci¬sions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgement and maintain profes¬sional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone 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 re¬sulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresenta¬tions, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit proce¬dures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are alsoresponsible for expressing our opinion on whether the company has adequate internal financialcontrols with reference to standalone financial statements in place and the operating effective¬ness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accountingand, based on the audit evidence obtained, whether a material uncertainty exists related toevents or conditions that may cast significant doubt on the Company's ability to continue as agoing concern. If we conclude that a material uncertainty exists, we are required to draw atten¬tion in our auditor's report to the related disclosures in the standalone financial statements or, ifsuch disclosures are inadequate, to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However, future events or conditionsmay cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements,including the disclosures, and whether the standalone financial statements represent the under¬lying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individual¬ly or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeableuser of the standalone financial statements may be influenced. We consider quantitative materialityand qualitative factors in (i) planning the scope of our audit work and in evaluating the results of ourwork; and (ii) to evaluate the effect of any identified misstatements in the standalone financialstatements.
We communicate with those charged with governance regarding, among other matters, the plannedscope and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with rele¬vant ethical requirements regarding independence, and to communicate with them all relationshipsand other matters that may reasonably be thought to bear on our independence, and where applica¬ble, related safeguards.
From the matters communicated with those charged with governance, we determine those mattersthat were of most significance in the audit of the standalone financial statements of the current peri¬od and are therefore the key audit matters. We describe these matters in our auditor's report unlesslaw or regulation precludes public disclosure about the matter or when, in extremely rare circum¬stances, we determine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interest benefits ofsuch communication.
1. 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 ourknowledge 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 sofar as it appears from our examination of those books except for the matter stated in paragraph 1(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules ,2014.
(c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income),Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are inagreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with Indian AccountingStandards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on 31st March, 2025taken on record by the Board of Directors, none of the directors is disqualified as on 31st March,2025 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) The modification relating to the maintenance of accounts and other matters connected therewithAre as stated in paragraph 1(b) above and paragraph 1(i)(vi) below on reporting under Rule 11(g)of the Companies (Audit and Auditors) Rules 2014.
(g) with respect to the adequacy of the internal financial controls with reference to standalone finan¬cial statements of the Company and the operating effectiveness of such controls, refer to our sepa¬rate Report in "Annexure A".
(h) In our opinion and to the best of our information and according to the explanations given to usthe remuneration paid by the company to its directors during the year is in accordance with the pro¬visions of section 197 of the Act.
(i) With respect to the other matters to be included in the Auditor's Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the bestof our information and according to the explanations given to us:
i. The Company does not have pending litigations on its financial position in its standalonefinancial statements.
ii. The Company did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company.
iv. (a) The Management has represented that (refer note 35 of the standalone financial state¬ments) to the best of its knowledge and belief, no funds (which are material either individual¬ly or in the aggregate) have been advanced or loaned or invested (either from borrowedfunds or share premium or any other sources or kind of funds) by the Company to or in anyother person or entity, including foreign entity ("Intermediaries"), with the understanding,whether recorded in writing or otherwise, that the Intermediary shall, whether, directly orindirectly lend or invest in other persons or entities identified in any manner whatsoever byor on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security orthe like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that, (refer note 35 of the standalone financial state¬ments) to the best of its knowledge and belief, no funds (which are material either individual¬ly or in the aggregate) have been received by the Company from any person or entity, in¬cluding foreign entity ("Funding Parties"), with the understanding, whether recorded in writ¬ing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in oth¬er persons or entities identified in any manner whatsoever by or on behalf of the FundingParty ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of theUltimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and appropriate inthe circumstances, nothing has come to our notice that has caused us to believe that the rep¬resentations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above,contain any material misstatement.
v. No dividend was declared or paid during the year by the Company.
vi. Based on our examination, which included test checks, the Company has used accountingsoftware for maintaining its books of accounts which has a feature of recording audit trail(edit log) facility and the same has operated throughout the year for all relevant transactionsrecorded in the software (Refer Note 39 of the standalone financial statements)
The accounting software used by the Company has not been enabled with the feature of theaudit trail log at the database to log direct file level changes.
Where audit trail (edit log) facility was enabled and operated throughout the year, we did notcome across any instance of audit trail feature being tampered with.
Further, the audit trail in respect of the previous years has been preserved by the Companyas per the statutory requirements for record retention.
2. As required by the Companies (Auditor's Report) Order, 2020, ('the Order') issued by the CentralGovernment of India in terms of Section 143 (11) of the Act, we give in "Annexure B" a statementon the matters specified in paragraphs 3 and 4 of the Order.
For M. Anandam & Co.,
Chartered Accountants
(Firm's Registration No. 000125S)
Sd/-
S.V.S NarayanaPartner
Membership No. 222296
UDIN: 25222296BMLZUW2089Place: HyderabadDate: 29th May 2025