1. We have audited the accompanying Standalone
financial statements of Phantom Digital Effects

Limited (the “Company”), which comprise the
Standalone Balance Sheet as at 31^st March, 2025,
the Standalone Statement of Profit and Loss,
the Standalone Statement of cashflows for the
year then ended, and notes to the Standalone
financial statements, including a summary of
the significant accounting policies and other
explanatory information. (Hereinafter referred to as
the “Standalone Financial statements”).

2. I n our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid standalone financial statements for the
period ended 31^st March, 2025 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 standalone state of affairs of the
Company as at 31^st March, 2025, and standalone
profit, and its standalone cash flows for the year
ended on that date.

Basis for Opinion

3. 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 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 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 on the Standalone Financial Statements.

Key Audit Matters

4. 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.

Emphasis of Matter

A payment of ' 1427.66 lakhs made to one of the parties,
which, as per the Agreement, pertains to 3D and VFX
services; however, this amount has not been given effect
in Profit & Loss Account and pending revenue recognition
by the Company.

Other Matters

The foreign currency denominated monetary items
appearing in the financial statements as on the balance
sheet date have not been restated in accordance with
Accounting Standard (AS) 11 - The Effects of Changes in
Foreign Exchange Rates.

Information Other than the Financial Statements and
Auditor’s Report Thereon

5. The Company's Board of Directors is responsible for
the preparation of the other information. The other
information comprises the Management Discussion
and Analysis, Company's Board Report including
Annexures and Corporate Governance Report, but
does not include the standalone financial statements
and our auditor's report thereon. The annual report
is expected to be made available to us after the date
of this auditor's report

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

7. In connection with our audit of the standalone
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 during the course of our audit
or otherwise appears to be materially misstated.

Responsibilities of the Management and Those charged
with Governance for the Financial Statements:

8. 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 standalone
financial position, standalone financial performance
and standalone cash flows 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 judgements
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 accounting records, relevant to
the preparation and presentation of the standalone
financial statements that give a true and fair view
and are free from material misstatement, whether
due to fraud or error.

9. 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.

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

Auditor’s Responsibilities for the Audit of the Financial

Statements:

11. Our objectives are to obtain reasonable assurance
about whether the standalone 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 financial statements.

12. As part of an audit in accordance with SAs, we
exercise professional judgment and maintain
professional scepticism throughout the audit. We
also:

i. 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 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
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.

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
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 financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

13. Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
standalone financial statements may be influenced.
We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements
in the standalone financial statements.

14. 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.

15. 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.

16. From the matters communicated with those charged
with governance, we determine those matters
that were of most significance in the audit of the
standalone 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:

17. 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
“Annexure - A” a statement on the matters specified
in paragraphs 3 and 4 of the Order, to the extent
applicable.

18. As required by Section 143(3) of the Act, we report
that:

i. 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.

ii. 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.

iii. The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss, and the
Standalone Statement of Cash Flow dealt with
by this Report are in agreement with the books
of account.

iv. In our opinion, the aforesaid standalone financial
statements comply with the Accounting
Standards specified under Section 133 of
the Act read with the Rule 7 of Companies
(Accounts) Rules, 2014, as amended.

v. On the basis of written representation received
from the directors as on 31^st March 2025 taken
on record by the board of directors, none of the
directors are disqualified as on 31^st March 2025
from being appointed as directors in terms of
section 164(2) of the Act.

vi. 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 B”. Our report expresses a Qualified
opinion on the adequacy and operating
effectiveness of the Company's internal
financial control over financial reporting.

vii. 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.

viii. 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:

a) The Company has no pending litigations as
at 31^st March 2025 which would impact its
Standalone Financial Position.

b) The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses during the year ended 31^st March
2025.

c) There were no amounts which were
required to be transferred to the Investor
Education and Protection Fund by the
Company during the year ended 31^st March
2025.

ix. (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 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 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
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 under
sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain
any material misstatement.

x. The Company did not declare or paid any
dividend during the period.

xi. 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 31^st March, 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 and the audit trail
feature has not been tampered with and the
audit trail has been preserved by the company
as per the statutory requirements for record
retention.

For L U Krishnan & Co.
Chartered Accountants
Firm's Registration No: 001527S

P K Manoj
Partner

Place: Chennai Membership No:207550

Date: 30/05/2025 UDIN: 25207550BMJDIK4485