a) We have audited the accompanying standalone financial statements of Catvision Limited, which
comprise the Balance Sheet as at 31st March 2024, 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 notes to the Standalone financial statements, including a summary
of the significant accounting policies and other explanatory information.

b) 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 in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India including Indian Accounting Standards (‘Ind
AS') specified under Section 133 of the Act, of the state of affairs (financial position) of the
Company as at 31st March 2024, and its profit or loss (financial performance including other
comprehensive income), its cash flows and the changes in equity for the year ended on that
date.

2. Basis of Opinion

We conducted our audit in accordance with the Standards on Auditing 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 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 we have obtained is sufficient and
appropriate to provide a basis for our opinion.

3. 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 for the financial year ended 31st March, 2024.
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. We have fulfilled the responsibilities described in the Auditors'
responsibilities for the audit of the Standalone Financial Statements section of our report.

4. Internal Audit:

At present the Internal audit is conducted by designated employee of the company. In our
opinion the internal audit should be conducted by an independent agency.

5. Contingent liabilities:

The audit of Contingent Liabilities is significant to our audit as any adverse outcome may have
material impact on this company.

Our audit procedures included the following:

a. We obtained summary of all tax, regulatory and litigation including management's assessment.

b. We obtained an understanding, evaluated the design, and tested the operating effectiveness of
the controls related to management's risk assessment process for taxation, regulatory and legal
matters.

c. We obtained and read external legal opinions (where considered necessary) and other evidences
provided by management to corroborate management's assessment of the regulatory and legal
matters.

d. Assessed the relevant accounting policies and disclosures in the standalone financial statements
for compliance with the requirements of accounting standards.

• We tested the effectiveness of controls relating to recording of efforts incurred and estimation of
efforts required to complete the remaining performance obligations, and access and application
controls pertaining to time recording and allocation systems, which prevents unauthorized
changes to recording of efforts incurred.

• We evaluated management's ability to reasonably estimate the progress towards satisfying the
performance obligation by comparing actual information to estimates for performance
obligations that have been fulfilled.

6. Information other than the Standalone Financial Statements and Auditor's Report thereon

The Company's Board of Directors is responsible for the preparation of other information. The other
information comprises the information included in the Annual Report, but does not include the
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 in the 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.

7. Responsibilities of Management and Those Charged with Governance for the Standalone
Financial Statements

a. 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 state of affairs (financial position), profit or loss (financial performance including other
comprehensive income), changes in equity and cash flows of the Company and in accordance
with the accounting principles generally accepted in India, including the Ind AS 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 financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or
error.

b. 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.

c. Those Board of Directors are also responsible for overseeing the Company's financial reporting
process.

8. Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements

a. 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 Standards on
Auditing 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.

b. 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 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 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 explaining 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 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 financial statements, including the
disclosures, and whether the standalone financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

c. Materiality is the magnitude of misstatements in the Financial Statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user
of the financial statements may be influenced. We consider quantitative materiality and
qualitative factors in planning the scope of our audit work and in evaluating the results of our work;
and to evaluate the effect of any identified misstatements in the financial statements.

d. We communicate with those charged with governance of the Company and such other entities
included in the standalone financial statements of which we are the Independent Auditors
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.

e. 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.

f. 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

As required by the Companies (Auditors Report) Order, 2016("the Order") issued by the Central

Government in terms of Section 143(11) of the Act, we give in the “Annexure A” a statement on the

matters specified in the paragraph 3 and 4 of the Order to the extent applicable;

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, 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 financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.

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 of the Company, 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. With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate report in
“Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the internal financial control over financial reporting of those companies, for
reasons stated therein.

g. In Our opinion, the managerial remuneration for the year ended 31st March, 2024, has been
paid/provided by the company to its directors in accordance with the provisions of section 197
read with schedule V to the Act, as amended.

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 which would impact its financial
position in the Ind AS financial statements - Refer Note 33 to the financial statements.

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

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

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

v. In August 2023, the Management of the Company took decision to sell its leasehold land and
building premises located at E-14 & E-15, sector 8, NOIDA (Uttar Pradesh), India at Rs. 700 Lakhs
and made net gain of Rs. 649 Lakhs. Management is of the view that this transaction will not
adversely affect the business activities of the company and will help in strengthening its financial
position.

vi. Based on our examination which included test checks, the Company has used an accounting
software for maintaining its books of account which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all relevant transactions re-coded in
the software. Further, during the course of our audit we did not come across any instance of audit
trail feature being tempered with.

vii. As provision to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from Aprilt, 2024,
reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules 2014, on preservation of

audit trail as per the statutory requirements for record retention is not applicable for the financial
year ended 31st March, 2024.

For GD Pandit & Co.

Chartered Accountants
FRN:00167N

Vinod Goyal
Partner

Membership No. 083701
UDIN: 24083701BKFDND4559

Place: Noida, U.P
Date: 27.05.2024