INDEPENDENT AUDITOR'S REPORT

Report on the Audit of the Standalone Financial Statements
Opinion

We have audited the accompanying standalone financial statements of
Prime Focus Limited ("the Company"), which comprise the Balance Sheet as
at March 31, 2023, and the Statement of Profit and Loss (including Other
Comprehensive Income), the Cash Flow Statement and the Statement of
Changes in Equity for the year then ended, and a summary of significant
accounting policies and other explanatory information.

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 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, 2023, and its
loss, total comprehensive loss, its cash flows and the changes in equity 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 Responsibility 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 made
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 obtained by us is sufficient and appropriate
to provide a basis for our audit opinion on the standalone financial
statements.

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 year. We have determined that there are no key
audit matters to communicate in our report.

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

The Company's Board of Directors is responsible for the other
information. The other information comprises the information included

in the Management Discussion and Analysis and Board's Report including
Annexures to Board's report, but does not include the consolidated
financial statements, 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 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.

• 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. We have nothing to report in this regard.

Responsibilities to the 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 including other comprehensive
income, cash flows and changes in equity 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 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, 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 Company's Board of Directors are also responsible for overseeing the
Company's financial reporting process.

Auditor's Responsibility 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 skepticism 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 control 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 the 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 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 financial statements, 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, 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.

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 including
Other Comprehensive Income, the Cash Flow Statement and
Statement of Changes in Equity 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 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, 2023 taken on record by the Board
of Directors, none of the directors is disqualified as on March
31, 2023 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 the standalone 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
the standalone 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 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 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, to the best of

it's 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 person(s) or
entity(ies), 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;

(b) The Management has represented, that, to the best of
it's knowledge and belief, no funds have been received
by the Company from any person(s) or entity(ies),
including foreign entities ("Funding Parties"), with
the understanding, whether recorded in writing
or otherwise, 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;

(c) Based on the audit procedures performed 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.

(v) The Company has not declared or paid any dividend during
the year and has not proposed final dividend for the year.

(vi) Proviso to Rule 3(1) of the Companies (Accounts) Rules,
2014 for maintaining books of account using accounting
software which has a feature of recording audit trail (edit
log) facility is applicable to the Company w.e.f. April 1, 2013,
and accordingly, reporting under Rule 11(g) of Companies
(Audit and Auditors) Rule, 2014 is not applicable for the
financial year ended March 31, 2023.

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 Deloitte Haskins & Sells Chartered Accountants LLP

Chartered Accountants
(Firm's Registration No. 117364W / W100739)

Varsha A. Fadte

Partner

(Membership No. 103999)
UDIN: 23103999BGXJER6763

Panaji, Goa, May 30, 2023