Independent Auditors Examination Report
Independent Auditors Examination Report on the Restated Standalone Summary Statement of Assets and Liabilities as at March 31, 2026, Restated Standalone Summary Statement of Profit and Loss (including Other Comprehensive Income/(Loss)), Restated Standalone Summary Statement of Changes in Equity and the Restated Standalone Summary Statement of Cash Flows for the year ended March 31, 2026 and Restated Consolidated Summary Statement of Assets and Liabilities as at March 31, 2025 and 2024, the Restated Consolidated Summary Statement of Profit and Loss (including Other Comprehensive Income/(Loss)), Restated Consolidated Summary Statement of Changes in Equity and the Restated Consolidated Summary Statement of Cash Flows for each of the years ended March 31, 2025 and 2024 and the summary statement of material accounting policies and other explanatory notes; and the summary of material accounting policies and explanatory notes of Sunshine Pictures Limited (Formerly known as "Sunshine Pictures Private Limited") (collectively, the "Restated Summary Statements" or "Restated Financial Information").
The Board of Directors Sunshine Pictures Limited
(Formerly known as "Sunshine Pictures Private Limited")
A-102, 1st Floor, Bharat Ark,
Azad Nagar, Veera Desai,
Road, Andheri (W),
Mumbai, Maharashtra,
India, 400053.
Dear Sirs,
1. We have examined, the attached Restated Summary Statements of Sunshine Pictures Limited (Formerly known as "Sunshine Pictures Private Limited") (the "Company" or the "Issuer") as at and for the year ended March 31, 2026 and Restated Summary Statements of the company and its associates (the Company together with its associates hereinafter referred to as "the Group") as at and for the year ended March 31, 2025 and 2024 annexed to this report and prepared by the Company for the purpose of inclusion in the Red Herring Prospectus/ Prospectus in connection with its proposed initial public offer of the Company ("the Offer"). The Restated Summary Statements have been approved by the Board of Directors of the Company at their meeting held on July 27, 2026.
2. These Restated summary statements have been prepared in accordance with the requirements of:
a. Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act");
b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time in pursuance of provision of Securities and Exchange Board of India Act, 1992 ("ICDR Regulations"); and
c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note").
3. The Companys Board of Directors is responsible for the preparation of the Restated Summary Statements for the purpose of inclusion in the offer documents to be filed with Securities and Exchange Board of India ("SEBI"), BSE Limited ("BSE"), National Stock Exchange of India Limited ("NSE") and Registrar of Companies - Mumbai ("ROC") in connection with the proposed issue. The Restated Summary Statements have been prepared by the management of the Company on the basis of preparation stated in Note 2 of Annexure V to the Restated Summary Statements.
The Board of Directors of the company are responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Summary Statements. The Board of Directors of the company are also responsible for identifying and ensuring that the company complies with the Act, the ICDR Regulations and the Guidance Note.
4. We have examined such Restated Summary Statements taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated September 30, 2024, in connection with the proposed issue of equity shares of the Company;
b) The Guidance Note-The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Summary statements; and
d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the proposed issue of equity shares of the Company.
5. These Restated Summary Statements have been compiled by the management from:
a) Audited Standalone Ind AS financial statements of the Company as at and for the year ended March 31, 2026, prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on May 18, 2026.
b) Audited Consolidated Ind AS financial statements of the Company as at and for the year ended March 31, 2025 and 2024, prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on June 03, 2025 and September 28, 2024 respectively.
6. For the purpose of our examination, we have relied on:
a) Auditors reports issued by us dated May 18, 2026 on the standalone financial statements of the Company as at and for the year ended March 31, 2026 as referred in Paragraph 5 above; and
b) Auditors reports issued by us dated June 03, 2025 and September 28, 2024 on the consolidated financial statements of the Company as at and for the year ended March 31, 2025 and March 31, 2024 as referred in Paragraph 5 above; and
7. Emphasis of Matter
We draw attention to the Companys arrangement with one of the exhibitor, pursuant to which the Company had agreed to maintain a minimum holdback period of eight weeks from the date of first theatrical release of the movie The Kerala Story 2 Goes Beyond, being February 27, 2026.
During the year, the Company entered into an assignment agreement with Zee Entertainment Enterprises Limited on March 27, 2026, transferring certain rights including delivery of tapes and materials, and granting OTT release rights with effect from the said date. We noted that the execution of the said assignment agreement on March 27, 2026 was within the eight-week holdback period agreed with one of the exhibitors, and accordingly was not in prima facie alignment with the said holdback arrangement.
However, as represented to us by the Management, the movie was ultimately released on OTT on May 1, 2026, which falls after the expiry of the stipulated eight-week holdback period computed from the date of first theatrical release. Accordingly, the Management is of the view that the holdback arrangement has been complied with in substance based on the actual date of OTT release, and no consequential legal implications have been identified in this regard.
On the basis of the foregoing, the Company has recognised revenue in respect of the aforesaid assignment transaction during the financial year 2025-26 in accordance with the requirements of Indian Accounting Standard (Ind AS) 115. Our opinion is not modified in respect of this matter.
8. Other Matters
We did not audit the IndAS financial statements of associate - DE Novo Hospitality Private Limited, whose share of profit in its associate is Rs. NIL for the year ended March 31, 2025, as considered in the consolidated IndAS financial statements. These IndAS financial statements for the period upto disposal of investment in associate is unaudited and have been furnished to us by the Management and our opinion on the consolidated IndAS financial statements, in so far as it relates to the amounts and disclosures included in respect of these associate is based solely on such unaudited IndAS financial statements. In our opinion and according to the information and explanations given to us by the Management, these IndAS financial statements are not material to the Group.
We did not audit the financial statements of associate - Force Productions LLP for the year ended March 31, 2025 (for the period upto disposal of investment in associate) and 2024 which was prepared in accordance with the accounting standards notified under the section 133 of the Act ("Indian GAAP") which are unaudited and have been furnished to us by the Management. Further, the management has furnished special purpose Ind AS financial statements of such associate, whose share of profit/ loss in that associate included in the Restated Consolidated Financial Information, for the relevant periods upto disposal of investment in associate is tabulated below, which have been prepared by making Ind AS adjustments to the aforesaid audited financial statements of the associate as at and for the year ended March 31, 2025 and 2024:
| (Rs. in Lakhs) | ||
Particulars |
For the year ended March 31,2025 | For the year ended March 31,2024 |
Share of Profit/(Loss) in |
- | - |
Associates |
In our opinion and according to the information and explanations given to us by the Management, these standalone financial statements are not material to the Company.
Our opinion on the consolidated restated financial statements, in so far as it relates to the amounts and disclosures included in respect of these associates, is based solely on the work done and the financial statements certified by the Management.
9. Based on our examination and according to the information and explanations given to us, we report that the Restated Summary Statements:
a) have been prepared after incorporating adjustments for the change in accounting policies, material errors and regrouping / reclassifications retrospectively in the financial years ended March 31, 2026, 2025 and 2024 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the yar ended March 31, 2026;
b) does not contain any qualifications requiring adjustments.
c) have been prepared in accordance with the Act, the ICDR Regulations and the Guidance Note.
10. The Restated Summary Statements do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited financial statements mentioned in paragraph 5 above.
11. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us and other auditors, nor should this report be construed as a new opinion on any of the financial statements referred to herein.
12. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
13. Our report is intended solely for use of the Board of Directors for inclusion in the offer documents to be filed with SEBI, BSE, NSE and ROC in connection with the proposed issue. Our report should not be used, referred to or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.
For Satyanarayan Goyal & Co LLP
Chartered Accountants
Firm Registration No.: 006636C/C400333
Sd/-
CA Shubham Jain
Partner
Membership No: 441604
UDIN: 26441604DWCYZM4282
Place: Mumbai
Date: July 27, 2026.
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