We have audited the standalone financial statements of Photon Capital Advisors Limited ("the
Company"), which comprise the Balance Sheet as at 31st March 2024, and the Statement of Profit
and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the
Statement 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 to
as "the standalone financial statements").

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
("the Act") in the manner so required and give a true and fair view in conformity with the accounting
standards prescribed under section 133 of the Act read with the Companies Indian Accounting
Standards) Rules 2015, as amended ("Ind AS") other accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2024, and its loss (including other com¬
prehensive income), changes in equity 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 Act. 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 Char¬
tered Accountants of India together with the ethical requirements that are relevant to our audit of
the standalone 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 issued by the Institute of Chartered Accountants of India. 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 judgement, were of most significance
in 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 forming
our 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.

Other Information

The Company's Board of Directors is responsible for the other information. The other information
comprises 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 other
information 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 do
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 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 ap¬
pears to be materially misstated.

When we read the other information included in the annual report, if we conclude that that there is a
material misstatement therein, we are required to communicate the matter to those charged with
governance.

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 Act
with respect to the preparation of the standalone 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 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 as¬
sets 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 rec¬
ords, 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.

In preparing the standalone 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.

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

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 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 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 state¬
ments, 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 omis¬
sions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit pro¬
cedures 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 standalone financial statements in place and the operating
effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of account¬
ing estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis of ac¬
counting 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 re¬
quired 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 conclu¬
sions are based on the audit evidence obtained up to the date of our auditor's report. Howev¬
er, future events or conditions may cause the Company to cease to continue as a going con¬
cern.

Evaluate the overall presentation, structure and content of the standalone financial state¬
ments, including the disclosures, and whether the standalone financial statements represent
the underlying 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 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.

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 rele¬
vant 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 applica¬
ble, 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 financial statements of the current peri¬
od 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 circum¬
stances, 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

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 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 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 in
agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with Indian Accounting
Standards specified under Section 133 of the Act.

(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 31st March,
2024 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 therewith
Are 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 us
the 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 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:

i. The Company does not have pending litigations on its financial position in its standalone
financial statements.

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 which were required to be transferred to the Investor Education
and 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 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, (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 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 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, the Company has used accounting software focus 6 SQL ver¬
sion and is in the process of establishing necessary controls and maintaining documentation
relating to audit trail (edit log). Hence, we are unable to comment on the audit trail feature
and whether the audit trail had operated throughout the year or was tampered with.

2. 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 B" a statement
on 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 Narayana
Partner

Membership No. 222296

UDIN: 24222296BKECSB8099
Place: Hyderabad
Date: 30^th May 2024