We have audited the Standalone Ind AS financial statements of Picturehouse Media Limited, Chennai
("the Company"), which comprise the standalone balance sheet as at March 31, 2024, and the
standalone statement of profit and loss (including other comprehensive income), standalone
statement of changes in equity and standalone statement of cash flows for the year then ended, and
notes to the Standalone Ind AS financial statements, including a summary of significant accounting
policies and other explanatory information (hereinafter referred to as "the Standalone Ind AS financial
statements").

In our opinion and to the best of our information and according to the explanations given to us, except
for the possible effects of the matter described in the Basis for Qualified Opinion paragraph below
including the disclosure of "Material Uncertainty Related to Going Concern", the aforesaid
Standalone Ind AS financial statements give the information required by the Companies Act, 2013
("Act") in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards 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, 2024, its Loss and other
comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

(i) Attention is invited to note no. 43 to the Statement, in relation to inventory i.e., films
production expenses amounting to Rs. 2,956.52 Lakhs, consists of advances granted to artists
and co-producers. As represented by the Management the film production is under progress
with respect to production of 2 movies costing Rs 76.69 lakhs. In respect of the balance
inventory of Rs 2,879.83 lakhs the Board is confident of recovering the amount from the
production houses. In the absence of documentary evidence as well as the confirmation of
balance from the parties relating to the status of the inventory amounting to Rs 2,879.83
lakhs, we are unable to agree with the views of the Board. We are of the opinion that
realization of inventories is doubtful but we are also unable to decide the quantum of loss that
may arise on account of write down of inventory.

(ii) Attention is invited to note no.44 to the Standalone Financial Statements, Investment in
wholly owned subsidiary viz. PVP Capital Limited, Chennai (PVPCL)

The subsidiary's net worth stands at Rs. 581.84 lakhs (negative) as at 31.03.2024. The
possibility of liberal cash flow is dim. The company has also defaulted in statutory dues are not
remitted into the Government. PVPCL has not maintained minimum net owned funds as per
RBI Regulations. Under these circumstances, regulatory authorities may cancel its registration
as non-banking finance company. However, the Board of the Picturehouse Media Limited
considers there is no need to provide for impairment in investment made. We do not agree
with that view. But it is difficult to assess correctly the extent of erosion and the loss arising
therefrom.

Material Uncertainty relating to Going Concern

We draw attention to the following matters in the Notes to the financial statements

Note No.46 in the financial statements which indicates that the company is advancing for
production of movies, it is still incurring losses from operations (negative net worth Rs.
4,155.62 lakhs). Adverse key financial ratios, non-payment of statutory dues, impact of our
observations made in preceding paragraphs, and other related factors indicate that there is
an existence of material uncertainty that will cast significant doubt on the company's ability
to continue as a going concern. Our opinion is not modified in respect of this matter.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Act. Our responsibilities under those SAs 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 Act 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 qualified opinion.

Emphasis of Matters

1. Attention is invited to note no. 45 of the Standalone Financial Statements - During the
Financial year, PHML acquired 81% stake in New Cyberabad City Projects Private Limited
(NCCPPL) for Rs 3,256.44 lakhs from PVP Ventures Limited. Accordingly, NCCPPL has become

a subsidiary of the Company with effect from 1 October 2023, However, it is noted that as of
the date of these financial statements, the consideration for this acquisition has not been
fully settled, with an outstanding balance of Rs 2,880 lakhs still due to PVP Ventures Limited.
Our opinion is not modified in respect of this matter.

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 year. These matters were
addressed in the context of our audit of the Standalone Ind AS financial statements, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the
matter described in the Basis for Qualified Opinion section, we have determined the matters described
below to be the key audit matters to be communicated in our Report.

Contingent Liabilities in relation to Service Tax Litigations

As a result of the above audit procedures no material differences were noted. We confirm the
adequacy of disclosures made in the Standalone Ind AS Financial Statements.

Information Other than the Standalone Ind AS financial statements and Auditor's Report
Thereon

The Company's Board of Directors is responsible for the other information. The other information
comprises the information included in the management discussion and analysis, Board's Report
including annexures to Board's Report and Report on Corporate Governance but does not include the
standalone financial statements and our auditor's report thereon. The above reports are expected to
be made available to us after the date of the auditor's report.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the
other information identified above when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge obtained in
the audit or otherwise appears to be materially misstated.

When we read the above reports, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to those charged with governance

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.

Responsibilities of the Management and Those Charged with Governance 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 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, changes in equity and cash flows of the
Company in accordance with the accounting principles generally accepted in India, including the Ind
AS 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 Standalone Ind AS 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 Ind AS 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 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.

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 SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

(i) 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.

(ii) 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 Act, we
are also responsible for expressing our opinion on whether the company has adequate internal
financial controls with reference to financial statements in place and the operating
effectiveness of such controls.

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

(iv) 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.

(v) 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 the 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.

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 Section 143(11) of the Act, we give in "Annexure 1" 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) Except for the effects of the matter described in the Basis for Qualified Opinion Paragraph
above, 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 standalone Balance Sheet, the standalone Statement of Profit and Loss (including other
comprehensive income), the standalone Statement of Changes in Equity and the standalone
Cash Flows statement dealt with by this Report are in agreement with the books of account.

(d) Except for the effects of the matter described in the Basis for Qualified Opinion Paragraph
above, in our opinion, the aforesaid Standalone Ind AS financial statements comply with the
Ind AS specified under section 133 of the Act read with Rule 7 of the Companies (Accounts)
Rules, 2014.

(e) The matter described in the Basis for Qualified Opinion Paragraph above, in our opinion, may
have an adverse effect on the functioning of the company

(f) On the basis of the written representations received from the directors as on March 31, 2024
taken on record by the Board of Directors, none of the directors is disqualified as on March 31,
2024 from being appointed as a director in terms of Section 164(2) of the Act.

(g) The qualification relating to the maintenance of accounts and other matters connected
therewith are as stated in the Basis for Qualified Opinion Paragraph above

(h) With respect to the adequacy of the internal financial controls with reference to financial
statements of the Company and the operating effectiveness of such controls, refer to our
separate Report in "Annexure 2".

(i) 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, during the year, the company has not paid
remuneration to director(s). Therefore, the question of remuneration paid to the directors
over and above the limits laid down under this section doesn't arise.

With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditor's) Rules, 2014, 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 as at March 31, 2024 on
its financial position in its Standalone Ind AS financial statements - refer note 49 to
the Standalone Ind AS financial statements;

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

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

iv. a) The Board has represented that, to the best of its knowledge and belief, 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 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 by or on behalf of the Company ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The Board has represented, that, to the best of its knowledge and belief, other than
as disclosed in the note no15 to financial statements, no funds have been received by
the Company from any person or entity, including foreign entity ("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;

c) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us
to believe that the representations provided under sub-clause (a) and (b) above,
contain any material misstatement.

v. The company has not declared any dividend during the year. Hence, reporting with
respect to compliance with the provisions of section 123 of the Act does not arise.

Audit Trail

Based on our examination which included test checks, the company has used an accounting software
for maintaining its books of account which has a feature of recording audit trail (Tally edit log) facility
throughout the year, except for the fact that the company has not enabled the audit trail feature in
Tally edit log.

For R P S V & Co.,
Chartered Accountants
Firm's Registration Number: 0013151S

D Purandhar
Partner

Membership no.: 221759
ICAI UDIN: 24221759BKAMZB4492

Place: Chennai
Dated: 28 May 2024