We have audited the accompanying standalone financial statements
of Prime Focus Limited ("the Company"), which comprise the Balance
Sheet as at March 31, 2025, and the Statement of Profit and Loss,
including Other Comprehensive Income, Statement of Changes in Equity
and Statement of Cash Flows for the year then ended, and notes to the
standalone financial statements, including material accounting policy
information 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
Indian Accounting Standards prescribed under section 133 of the Act read
with 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, 2025, and profit, other
comprehensive income, changes in equity and its cash flows for the year
ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements 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 Chartered Accountants of India ("ICAI") 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. We believe that the audit
evidence obtained by us is sufficient and appropriate to provide a basis for
our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professionaljudgment, were
of most significance in our audit of the standalone financial statements
for the year ended March 31, 2025. 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. We have determined the matters described below to be
the key audit matters to be communicated in our report.

Information Other than the Standalone Financial Statements and
Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information.
The other information comprises the Board's Report and Management
Discussion and Analysis but does not include the standalone financial
statements and our auditor's report thereon. The Board's Report and
Management Discussion and Analysis 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 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 standalone financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially
misstated.

When we read the Board's Report and Management Discussion and
Analysis if we conclude that there is a material misstatement therein, we
are required to communicate the matter to those charged with governance
under SA 720 'The Auditor's responsibilities Relating to Other Information.

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 these
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 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 financial
statement 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 Management and
Board of Directors are 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.

The 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 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.

We give in "Annexure A" a detailed description of Auditor's responsibilities
for Audit of the Standalone Financial Statements.

Report on Other Legal and Regulatory Requirements

1. 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 Act, we give in "Annexure B" a

statement on the matters specified in paragraphs 3 and 4 of the

Order, to the extent applicable.

2. 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) 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 matters stated in the
paragraph 2(h)(vi) below on reporting under Rule 11(g).

(c) The reservation relating to the maintenance of accounts and
other matters connected therewith are as stated in paragraph
2(b) above on reporting under Section 143(3)(b) and paragraph
2(h)(vi) below on reporting under Rule 11(g).

(d) The Balance Sheet, the Statement of Profit and Loss including
other comprehensive income, the Statement of Changes in
Equity and the Statement of Cash Flow dealt with by this Report
are in agreement with the books of account

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

(f) On the basis of the written representations received from the
directors as on March 31, 2025 taken on record by the Board
of Directors, none of the directors are disqualified as on March
31, 2025 from being appointed as a director in terms of Section
164 (2) of the Act.

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

(h) 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, 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 on its financial position in its standalone financial
statements - Refer Note 42 to the 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. (1) The Management 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 persons or
entities, including foreign entities ("Intermediaries"),
with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall, 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.

(2) The Management has represented, that, to the
best of its knowledge and belief, no funds have
been received by the Company from any persons or
entities, including foreign entities (Funding Parties),
with the understanding, whether recorded in writing
or otherwise, as on the date of this audit report, that
the Company shall, 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.

(3) Based on the audit procedures performed that have
been considered reasonable and appropriate in the
circumstances, and according to the information and
explanations provided to us by the Management in
this regard 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
(1) and (2) above, contain any material mis-statement.

v. The Company has neither declared nor paid any dividend
during the year.

vi. Based on our examination which included test checks, the
Company has used an accounting softwares for maintaining
its books of account which has a feature of recording audit
trail (edit log) facility, except that audit trail feature was not
enabled at the database level from April 1, 2024 to May
03, 2024 in respect of an accounting softwares to log any
direct data changes.

Further, where enabled, audit trail feature has operated
for all relevant transactions recorded in the accounting
software. Also, during the course of our audit, we did not
come across any instance of audit trail feature being
tampered with in respect of such accounting software.
Additionally, the audit trail of prior year has been preserved
by the Company as per the statutory requirements for
record retention to the extent it was enabled and recorded
in respective years.

3. In our opinion, according to information, explanations given to us, the
remuneration paid by the Company to its directors is within the limits
laid prescribed under Section 197 read with Schedule V of the Act
and the rules thereunder.

For M S K A & Associates
Chartered Accountants

ICAI Firm Registration No. 105047W

Nitin Tiwari

Partner

Place: MumbaiMembership No. 118894

Date: May 27, 2025 UDIN: 24118894BKGQHP5906