We have audited the Standalone Ind AS financial
statements of Shemaroo Entertainment Limited
(“the Company”), which comprise the Balance
Sheet as at March 31, 2026, the Statement of
Profit and Loss, the Statement of Changes in
Equity and the Statement of Cash Flows for the
year then ended, and notes to the Standalone Ind
AS financial statements, including a summary
of material accounting policies and other
explanatory information (hereinafter referred to
as “Standalone Ind AS financial statements”) for
the year ended on that date.

In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid Standalone Ind AS 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 (‘’Ind AS’’)
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, 2026, its loss, total comprehensive loss,
changes in equity and its cash flows for the year
ended on that date.

2. Basis for Opinion

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 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 Companies Act, 2013
and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance
with these requirements and the ICAI’s 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
Ind AS financial statements.

3. Emphasis of Matter

We draw attention to Note 33.6 to the standalone
Ind AS financial statements for the year ended
31^st March 2026, which describes the details of
search operation carried out during the earlier
year and demand raised in connection with the
same by the GST Department on the Company
and the issues arising therefrom.

Our opinion is not modified in respect of this
matter.

4. 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 period. These matters
were addressed in the context of our audit of
the Standalone Ind AS financial statements as
a whole, and in forming our opinion thereon,
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.

5. Information other than the Standalone Ind
AS financial statements and Auditor's report
thereon

The Company’s Board of Directors is responsible
for the preparation of the other information. The
other information comprises the information
included in the Annual Report, but does
not include the Standalone Ind AS financial
statements and our Auditor’s Report thereon. The
Directors’ Report & Annual Report is expected
to be made available to us after the date of our
audit report.

Our opinion on the Standalone Ind AS 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
Ind AS financial statements, our responsibility is
to read the other information and, in doing so,
consider whether other information is materially
inconsistent with the Standalone Ind AS Financial
Statements or our knowledge obtained during
the course of our audit or otherwise appears to
be materially misstated.

When we read the other information included
in the above reports, if we conclude that there is
material misstatement therein, we are required
to communicate the matter to those charged
with governance and determine the actions
under the applicable laws and regulations.

6. Responsibilities of 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
Companies Act, 2013 (“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,
total comprehensive loss, changes in equity and
cash flows of the Company in accordance with
the accounting principles generally accepted in

India, including the Indian Accounting Standards
specified under section 133 of the Act read with
the Companies (Indian Accounting Standards)
Rules, as amended.

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 implementation
and maintenance of 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 statement 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, 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 Standards
on auditing, we exercise professional judgment
and maintain professional skepticism throughout
the audit. We also:

• 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.

• Obtain an understanding of internal financial
controls 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 system in place and the operating
effectiveness of such controls.

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

• 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.

• 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 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.

8. Report on Other Legal and Regulatory
Requirements

I. 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 the “Annexure A” a statement on the
matters specified in paragraphs 3 and 4 of
the Order.

II. 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 of Standalone Ind AS Financial
Statements.

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.

c) The Balance Sheet, the Statement
of Profit and Loss including Other
Comprehensive Income, the statement

of changes in equity and the Cash Flow
Statement dealt with by this Report are
in agreement with the books of account.

d) In our opinion, the aforesaid Standalone
Ind AS financial statements comply with
the Ind AS specified under Section 133 of
the Act.

e) On the basis of the written
representations received from the
directors as on March 31, 2026 taken on
record by the Board of Directors, none
of the directors is disqualified as on
March 31, 2026 from being appointed as
a director in terms of Section 164 (2) of
the Act.

f) With respect to the adequacy of
the internal financial controls with
reference to Standalone Ind AS financial
statements of the Company and the
operating effectiveness of such controls,
refer to our separate Report in “Annexure
B”.

g) 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.

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, as amended 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 Note 33.4
of its Standalone Ind AS financial
statements.

ii. The Company did not have any
long-term contracts including
derivative contracts for which there
are any material foreseeable losses.

iii. There has been no delay in
transferring amounts, required
to be transferred, to the Investor
Education and Protection Fund by
the Company.

iv. (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.

instance of the audit trail feature
being tampered with. The audit
trail has been preserved by the
company as per the statutory
requirements for record retention.

For Mukund M. Chitale & Co.

Chartered Accountants

(Firm’s Registration No. 106655W)

Sd/-

M. M. Chitale

Partner

Membership No. - 14054

UDIN : 26014054LLFEBG1790

Place: Mumbai

Date: May 16, 2026