Vision Corporation Ltd Auditor Reports

VISION CORPORATION LIMITED For the Year Ended 31st March 2026

To the Members of Vision Corporation LimitedCIN: L24224MH1995PLC0861352/A, 2nd Floor, Citi Mall, Link Road, Andheri (West), Mumbai - 400 053

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the standalone financial statements of Vision Corporation Limited (the Company), which comprise the Balance Sheet as at 31st March 2026, 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 financial statements, including 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 31st March 2026, 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 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 Auditors 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 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 Code of Ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter Going Concern

We draw attention to Note 14 of the standalone financial statements. As at 31st March 2026, the Company has accumulated losses resulting in negative Other Equity of ?1,236.73 Lakhs. The

Company has reported a net loss of ?67.44 Lakhs for FY 2025-26 (previous year loss after exceptional items: ?1,454.83 Lakhs). Revenue from operations declined to ?25.59 Lakhs from ?1,216.40 Lakhs in the preceding year. These conditions indicate a material uncertainty that may cast significant doubt on the Companys ability to maintain revenue generation and achieve profitable operations in the foreseeable future. Our opinion is not modified in respect of this matter.

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.

Key Audit Matter	How Our Audit Addressed the Key Audit Matter
1. Significant Decline in Revenue and Revenue Recognition	Our audit procedures included:
Revenue from operations for FY 2025-26 was Rs.25.59 Lakhs a decline of approximately 97.9% from Rs.1,216.40 Lakhs in FY 2024-25. Given the magnitude of this decline, completeness of revenue and correctness of cut-off were areas of significant focus. (Refer Note 23)	• Verified all revenue-generating contracts, invoices and bank receipts;
	• Performed analytical procedures comparing quarterly and year-on-year trends;
	• Assessed cut-off at year-end to ensure revenues recorded in the correct period;
	• Confirmed revenue recognition is in compliance with Ind AS 115. We are satisfied that revenue is appropriately stated and fairly presented.
2. Accumulated Losses and Going Concern Assessment	Our audit procedures included:
The Company has negative Other Equity of Rs.(1,236.73) Lakhs as at 31st March 2026, reflecting accumulated losses. The Company has reported a net loss of Rs.67.44 Lakhs for FY 2025-26. Assessing the Companys ability to continue as a going concern is therefore a matter of significant judgment. (Refer Note 14)	• Reviewed managements going concern assessment and forward-looking cash-flow projections;
	• Evaluated the adequacy of working capital current assets (Rs.1,162.43 Lakhs) exceed current liabilities (Rs.648.52 Lakhs);
	• Reviewed Board minutes and management representations on future strategy;
	• Assessed adequacy of related disclosures in the financial statements.
	While the losses are significant, the Company maintains positive working capital and management has credible plans to restore profitability.
3. Carrying Value of Inventories (Film Rights / Content Assets)	Our audit procedures included:
Inventories as at 31st March 2026 stand at Rs.718.75 Lakhs, unchanged from prior years. Given the nature of the inventory (film content rights) and the absence of active exploitation, the appropriateness of the carrying value and any impairment requirement is a significant judgment area. (Refer Note 7)	• Reviewed the inventory listing and managements basis of valuation (lower of cost or NRV);
	• Assessed whether commercial exploitation potential exists for each content asset;
	• Reviewed physical verification reports and discussed with management;
	• Evaluated whether any impairment indicators exist under Ind AS 2 and Ind AS 36.
	We noted no impairment has been recorded; managements assessment was reviewed and challenged where necessary.
4. Prior Year Exceptional Items Impact on Comparatives (FY 2024-25)	Our audit procedures included:
In FY 2024-25 the Company recognised exceptional losses of Rs.1,831.96 Lakhs, comprising: (a) Investment impairment POL India Projects Ltd. Rs.11.00 Cr; (b) Investment impairment Bombay SEZ Pvt. Ltd. Rs.1.06 Cr; (c) Write-off of advance against land and investment Rs.0.44 Cr; (d) Loan write-off POL India Rs.0.29 Cr; (e) Vendor-related fraud losses ORLOV, DIRAOSIS, RHG Films, Rajeev Pandya, Skyony Media, UYIMUI Infra Rs.5.53 Cr. These are presented as comparative figures in the current year and their correct presentation is a matter of significance. (Refer Note 30)	• Reviewed the basis and documentation for each exceptional item recognised in FY 2024-25;
	• Confirmed opening balances in the current year are consistent with prior year audited figures;
	• Verified that comparatives in the current year financial statements are correctly presented;
	• Assessed compliance with Ind AS 1, Ind AS 8, Ind AS 10, Ind AS 36 and Ind AS 109. We are satisfied that comparative figures and related disclosures are appropriately presented.
5. Short-Term Borrowings and Trade Payables	Our audit procedures included:
Short-term borrowings stand at Rs. 179.21 Lakhs (PY: Rs.144.44 Lakhs) and trade payables at Rs.432.04 Lakhs (PY: Rs.430.73 Lakhs). Correct classification, completeness of disclosure and compliance with MSME provisions are key considerations. (Refer Notes 18 & 19)	• Obtained and verified loan/confirmation statements from lenders;
	• Reviewed terms of borrowings to verify appropriate classification as current;
	• Circularised trade payable balance confirmations and reconciled responses;
	• Verified MSME disclosures as required under the Companies Act, 2013.
	We are satisfied that borrowings and trade payables are appropriately stated and disclosed.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREOIN

The Companys Board of Directors is responsible for the preparation of other information. The other information comprises the information included in the Companys Annual Report but does not include the standalone financial statements and our auditors 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, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. Based on the work performed, we have not identified any material inconsistency.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE FINANCIAL STATEMENTS

The Companys 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 Ind AS and other accounting principles generally accepted in India. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act, safeguarding of assets, prevention and detection of 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.

In preparing the financial statements, management is responsible for assessing the Companys 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 is also responsible for overseeing the Companys financial reporting process.

As required by the Companies (Auditors 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 Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.

AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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.

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 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; Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal 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 managements 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 Companys ability to continue as a going concern; Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the 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 the financial statements of the current period and are therefore the Key Audit Matters.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by the Companies (Auditors 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 Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by Section 143(3) of the Act, 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.

The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity 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 Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 31st March 2026 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in

g. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 financial statements refer to the income tax disputed dues disclosed in Annexure A. 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. The Company has not declared or paid any dividend during FY 2025-26.

Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our Report of even date to the members of Vision Corporation Limited on the standalone financial statements for the year ended 31st March 2026.

(i) Property, Plant and Equipment

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of all items of Property, Plant and Equipment (PPE).- (b) The assets have been physically verified by the management during the year at reasonable intervals. No material discrepancies were noticed on such verification as compared to book records.- (c) The title deeds of all immovable properties, as disclosed in Note 2 to the financial statements, are held in the name of the Company.- (d) The Company has not revalued its Property, Plant and Equipment or intangible assets during the year under audit.- (e) No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988.

(ii) Inventories

The inventory comprising film/content rights (718.75 Lakhs) has been physically verified during the year by the management. In our opinion, the frequency and procedures of such verification are appropriate. No material discrepancies were noticed. The inventories are valued at cost, which does not exceed net realisable value, in accordance with Ind AS 2.

(iii) Loans Granted to Specified Persons

The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, sub-clauses (a), (b) and (c) of paragraph 3(iii) of CARO 2020 are not applicable.

(iv) Loans, Investments, Guarantees and Security

In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 with respect to loans granted, investments made, and guarantees and security given, if any.

(v) Deposits

The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made thereunder. Accordingly, this clause is not applicable.

(vi) Maintenance of Cost Records

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 for any of the services rendered by the Company. Accordingly, this clause is not applicable.

(vii) Statutory Dues

(a) The Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Goods and Services Tax, Customs Duty, Cess and other material statutory dues to the appropriate authorities. There are no undisputed statutory dues outstanding as at 31st March 2026 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, the following dues of Income Tax have not been deposited on account of matters pending before the relevant authorities:

Name of Statute	Nature of Dues	Disputed Amount (€)	Amount Paid	Period	Forum
The Income Tax Act, 1961	Income Tax	10,21,040/-	Nil	A.Y. 2012-13	ITAT Appeal
The Income Tax Act, 1961	Income Tax	94,020/-	Nil	A.Y. 2016-17	ITAT Appeal
The Income Tax Act, 1961	Income Tax	2,74,280/-	Nil	A.Y. 2016-17	ITAT Appeal
The Income Tax Act, 1961	Income Tax	56,50,350/-	Nil	A.Y. 2017-18	ITAT Appeal
The Income Tax Act, 1961	Income Tax	1,26,690/-	Nil	A.Y. 2017-18	ITAT Appeal
The Income Tax Act, 1961	Income Tax	28,090/-	Nil	A.Y. 2017-18	ITAT Appeal
GST ACT	GST	1,11,39,596/-	Nil	FY 2020-21	GST Appeal

(viii) Unrecorded Transactions

The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961.

(ix) Default in Repayment of Dues

According to the information and explanations given to us, the Company has not defaulted in repayment of loans or other borrowings to any financial institution, bank, government or debenture holders.

(x) Funds Raised Through Public Offer / Term Loans

The Company has not raised any moneys by way of initial public offer, further public offer or term loans during the year. Accordingly, this clause is not applicable.

(xi) Fraud

No fraud by the Company or on the Company has been noticed or reported during the year under audit. The vendor-related losses recognised in the comparative year (FY 2024-25) as exceptional items have been appropriately disclosed and accounted for as detailed in Note 30.

(xii) Nidhi / Chit Fund

The Company is not a Nidhi Company. Accordingly, this clause is not applicable.

(xiii) Related Party Transactions All related party transactions entered into during the year have been disclosed in the financial statements and are in compliance with Sections 177 and 188 of the Companies Act, 2013.

(xiv) Preferential Allotment / Private Placement

The Company has not made any preferential allotment or private placement of shares or convertible debentures during the year under audit. Accordingly, this clause is not applicable.

(xv) Non-Cash Transactions with Directors

The Company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, this clause is not applicable.

(xvi) Registration under RBI Act

The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, this clause is not applicable.

(xvii) Cash Losses

The Company has incurred cash losses during the current financial year. The net loss for FY 2025-26 (before depreciation) was 67.44 Lakhs. The Company had also incurred cash losses in the immediately preceding financial year primarily on account of exceptional items.

(xviii) Resignation of Statutory Auditor

There has been no resignation of the statutory auditor during the year. Accordingly, this clause is not applicable.

(xix) Going Concern Capability

According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, and the Companys managements plan, in our opinion, no material uncertainty exists as on the date of the audit report that the Company is capable of meeting its liabilities existing as at the date of the balance sheet as and when they fall due within a period of one year from the balance sheet date. However, we draw attention to the Emphasis of Matter paragraph in the main audit report regarding accumulated losses and declining revenues.

(xx) Unspent CSR Amount

The provisions of Section 135 of the Companies Act, 2013 with respect to Corporate Social Responsibility are not applicable to the Company for the current year on account of the Company not meeting the threshold criteria. Accordingly, this clause is not applicable.

For M/s Bhasin Hota & Co.

Chartered Accountants Firms Registration No.: 509935E

CA Aishay Suresh Joshi

Partner

UDIN:26170787INJFPJ5415

MRN:170787

Place:Mumbai

Date:29th May 2026

Report on Internal Financial Controls over Financial Reporting FY 2025-26

Report on Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013.

We have audited the internal financial controls over financial reporting of Vision Corporation Limited (the Company) as of 31st March 2026 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the ICAI.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls.

Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls over financial reporting includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to fraud or error may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the ICAI.

We note, however, that given the significant exceptional items recognised in FY 2024-25 involving vendor-related irregularities and prior year misclassifications, management should further strengthen controls over vendor due diligence, advances management and periodic reconciliation of non-current assets to minimise the recurrence of such situations.

For M/s Bhasin Hota & Co.

Chartered Accountants

Firms Registration No.: 509935E

CA Akshay Suresh Joshi

Partner

UDIN: 26170787INJFPJ5415

MRN: 170787

Place: Mumbai

Date: 29th May 2026