We have audited the accompanying
Standalone Financial Statements of
Touchwood Entertainment Limited ("the
Company"), which comprise the Balance
Sheet as at March 31st, 2025, the Statement
of Profit and Loss & Other Comprehensive
Income, and the Statement of Cash Flows
for the year ended on that date, and a
summary of the significant accounting
policies and other explanatory information
(hereinafter referred to as "the Standalone
FinancialStatements").

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 and other accounting principles
generally accepted in India, of the state of
affairs of the Company as at March 31st,
2025, the profit 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 specified under
section 143(10) of the Act (SAs). 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 independence requirements that are
relevant to our audit of the financial
statements under the provisions of the Act
and the Rules made there under, 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 audit opinion on the
Standalone Financial Statements.

Emphasis of Matter

We draw your attention to:

Note no. (5) for considering the advance given
to Jaypee Infratech Ltd. for purchase of Pent
House at JAYPEE GREENS, NOIDA, as good
despite Jaypee Infratech Ltd. undergoing
insolvency proceedings since July 2017.

Amount outstandingfrom/to parties is subject
to their confirmation and reconciliations.
Therefore, consequential impact on account of
nonconfirmation of balances and non¬
adequacy for the provision for the doubtful
debts are not ascertainable.

Key Audit Matters

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.

Information Other than the Standalone
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 required under section 134(3)
of the Companies Act, 2013 included in the
Management Discussion and Analysis,
Board's Report including Annexure to
Board's Report, Business Responsibility
Report, Corporate Governance and
Shareholder's Information, but does not
include the Standalone Financial Statements
and our auditor's report thereon.

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 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.

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. However, we have nothing to
report in this regard.

Management's Responsibility 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, and cash flows of the

Company in accordance with the Ind-AS and
other accounting principles generally accepted
in India. This responsibility also includes
maintenance of adequate accounting records
in accordance with the provisions of the Act
for safeguarding the assets of the Company
and for preventing and detecting frauds and
other irregularities; selection appropriate
accounting and application of 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 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, 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.

The Board of Directors are 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.

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

• 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.

• 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 with reference to
financial statements 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

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 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

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.

c) The Balance Sheet, the Statement of
Profit and Loss & Other Comprehensive
Income including the Statement of Cash
Flow dealt with by this Report are in
agreement with the relevant books of
account

d) In our opinion, the aforesaid standalone
financial statements comply with the
Indian Accounting Standard specified
under Section 133 of the Act read with
Companies (Indian Accounting
Standards) Rules 2015 read with Rule 7
of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations
received from the directors as on March
31st, 2025 taken on record by the Board
of Directors, none of the director is
disqualified as on March 31st, 2025 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 financial
statements of the Company and the
operating effectiveness of such controls,
refer to our separate Report in "Annexure
A". Our report expresses an unmodified
opinion on the adequacy and operating
effectiveness of the Company's internal
financial controls with reference to financial
statements.

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 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 read with Schedule V of the Act
including approval from members
through SR.

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 litigation on its
financial position in its Stanalone
financial statements. Refer Note 8
under notes to accounts on its
financial position as at 31 March
2025 on its Stanalone Financial
Statements.

II. The Company does not have any long
term contract including derivative
contracts except advance given for
purchase of Pent House at Jaypee
Greens, Noida, and Considered good.
(refer matter paragraph) for which there
may be a material loss. The company
did not have any long term derivative
contract.

III. There has been no delay in
transferring amount, No amount
was required to be transferred to
the Investor Education and
Protection Fund by the Company.

IV. 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
inwriting or otherwise, that the
Intermediary shall: (a) directly or
indirectly lend or invest in other persons
or entities identified in any manner
whatsoever ("Ultimate Beneficiaries")
by or on behalf of the Company or (b)
provide any guarantee, security or the
like to or on behalf of the Ultimate
Beneficiaries.

V. The management has represented, that,
to the best of its knowledge and belief,
the Company has not received any fund
from any person(s) or entity(ies),
including foreign entities (Funding
Party) with the understanding (whether
recorded in writing or otherwise) that
the Group shall: (a) 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 (b) provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

VI. Based on such audit procedures as
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 (iv) and (v) contain any
material mis-statement.

VII. The Company has declared, paid the
final and interim dividend, wherever
applicable ,in compliance with Section
123, during the year and subsequently
at the year-end.

VIII. Based on our examination which
included test checks, the Company has
used an accounting software, tally, for
maintaining its books of account which
has a feature of recording audit trail
(edit log) facility but the same has not
been operated during the year for all
relevant transactions recorded in the
software. Consequently, we are unable
to comment on audit trail feature of the
said software and its impact on financial
transactions.

2. As required by the Companies (Auditor's
Report) Order, 2020 ("the Order") issued by the
Central Government 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 VSD & ASSOCIATES

Chartered Accountants
Firm's registration number: 008726N

Sd/-

Sanjay Sharma

F.C.A., Partner
Membership number: 087382
UDIN : 25087382BMJRH06036