Auditor Report of Filmcity Media Ltd.

Mar 31, 2024

We have Audited the Standalone Financial Statements of M/s Filmcity Media Limited ("the Company”),
which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss and Statement of
Cash Flows 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
financial statements give the information required by the Companies Act, 2013 (''Act'') in the manner so required
and give a true and fair view in conformity with the accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2024, its profit (including other comprehensive income),
changes in equity and its cash out flows 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 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 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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period. These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. There is no matters to be key financial matter to be communicated 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 Directors'' Report.

Our opinion on the 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 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.

Management''s Responsibility for the 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 financial statements that give a true and fair view of the financial position, financial
performance and Cash Flow Statement of the Company in accordance with the accounting principles generally
accepted in India, including the Accounting Standards 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 statement that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the 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.

That Board of Directors is also responsible for overseeing the Company''s financial reporting process.
Auditor''s 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 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 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 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 systems 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 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 financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.

Materiality is the magnitude of misstatement in the standalone 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 (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
misstatement in the 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 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.

Emphasis of Matter Paragraphs:

With respect to income tax the company has a certain appeals pending with the appropriate authorities.

Our opinion is not modified in respect of above emphasis of matter paragraphs.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s 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, to the extent applicable.

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.

(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, 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 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 B".

(g) With respect to the matter to be included in the Auditor’s Report under Section 197(16), In our opinion and
according to the information and explanations given to us, the remuneration paid by the Company to its
directors during the current year is in accordance with the provisions of Section 197 of the Act. The
remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The
Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to
be commented upon by us.

(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, in our opinion and to the best of our information and according
to the explanations given to us;

a. The Company does not have any pending litigations (except the litigation as disclosed in Note 28 of
the Financial Statements) which would impact its financial position.

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

c. There were no amounts which were required to be transferred to the Investor Education and Protection
Fund by the Company.

d. The management has represented that, to the best of its knowledge and belief, other than as disclosed
in the notes to the accounts,

(i) 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, whether, 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;
and

(ii) 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, whether, 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.

(iii) Based on audit procedures carried out by us, that we have considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us believe that the
representations under sub-clause (i) and (ii) contain any material misstatement.

e. The Company has not declared or paid any dividends during the year and accordingly reporting on the
compliance with section 123 of the Companies Act, 2013 is not applicable for the year under
consideration.

f. Based on our examination, which included test checks, the Company has used accounting software
for maintaining its books of account which have a feature of recording audit trail (edit log) facility and
the same has operated throughout the year for all relevant transactions recorded in the software
except: (a) for modification, if any, made by certain users having specific access; and (b) that the audit
trail, which was enabled at database level in the last month of the financial year, contains only the
modified values. During the course of performing our procedures, we did not notice any instance of
audit trail feature being tampered with for the period the audit trail was enabled.

As proviso to Rule 3(1) of Companies (Accounts) Rules, 2014 is applicable from April 1, 2023,
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 applicable for the financial year
ended March 31,2024.

For Bhatter & Associates

Chartered Accountants
FRN: 131411W

Rohit Kumar Tawari

Place : Mumbai Partner

Date : 14-05-2024 M. No. 197557

UDIN: 24197557BKAERD3409

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Mar 31, 2014

We have audited the attached Balance Sheet of M/s. FILMCITY MEDIA LIMITED as at 31st March, 2014, the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that, we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors'' Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956. We give in the annexure hereto a statement on the matters specified in the said order.

1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

2. In our opinion, the company has maintained proper record as required by law so far as it appears from our examination of the books of accounts.

3. The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of accounts and comply with the accounting standards referred to in sub-section [3C] of Section 211 of the Companies Act. 1956.

4. On the basis of written representation received from Director and taken on record by the Board of Directors, we report that none of the Directors are disqualified from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

5. In our opinion and according to the information and explanations given to us, the said accounts read together with the notes thereon, gives the information required by the Companies Act, 1956 and in the manner as required and give a true and fair view:

a. In the case of the Balance Sheet of the state of affairs of the Company as on 31st March 2014.

b. In the case of Profit & Loss Account of the Profit of the Company for year ended that date.

c. In the case of Cash Flow statement, of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Statement referred to in paragraph 1 of our Report of even date on the Accounts of M/s. FILMCITY MEDIA LIMITED for the period ended 31st March, 2014)

1) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed Assets. The fixed assets of the Company have been physically verified by the management during the year in accordance with the regular program which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. The Company has not disposed off any Fixed Assets during the year.

2) As explained to us, inventories have been physically verified during the year by the Management. The intervals at which the inventories have been verified are, in our opinion reasonable in relation to the size of the Company and the nature of its business.

The procedures explained to us, which are followed by the Management for physical verification of inventories, are, in our opinion reasonable and adequate in relation to the size of the Company and the nature of its business

On the basis of our examination, we are of opinion that, the company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records have been properly dealt with in the books of account.

3) The Company has not taken any loan secured or unsecured from Companies, Firms and other parties listed in the register maintained under section 301 and/or from the Companies under the same Management as defined under section 370 (1B) of the Companies Act, 1956. In view of this sub clause (b), (c) and (d) of the clause (iii) of the Companies (Auditors'' Report) Order, 2003 are not applicable.

4) In our opinion and according to the information and explanation given to us there are adequate Internal Control procedures commensurate with the size of the Company and the nature of its business.

5) In our opinion and according to the information and explanations given to us the Company has not done any transaction that needs to be entered in the register maintained under Section 301 of the Act.

6) In our opinion and according to the information and explanations given to us the Company has not accepted any deposit from the public during the year as stated in the provisions of Section 58 A of the Companies Act, 1956.

7) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8) The provisions of Section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company.

9) According to the records of the Company, there were no undisputed statutory dues including Provident Fund, , Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, cess and other Statutory dues applicable to it as at 31st March 2014 for a period of more than six months from the date they became payable.

10) The Company does not have any accumulated losses at the end of the financial year.

11) The company has not taken any loans from bank or financial institutions.

12) The Company has, in our opinion, maintained adequate documents and records in respect of loans and advances granted on the basis of security by way of pledge of shares and other securities.

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund, Societies.

14) The Company has, in our opinion, maintained proper records and contracts with respect to its investments where timely entries of transactions are made in the former. All investments at the close of the year are generally held in the name of the Company except in a few cases where the titles to the investments are in dispute or are in the process of transfer.

15) The Company has not given any guarantee for loan taken by others from bank or financial institutions.

16) The company has not taken any term loan, during the financial year.

17) The Company has not raised any fund, long term or short term during the year.

18) The Company has not made any preferential allotment of shares to the parties or Companies covered in the register maintained under section 301 of the Companies Act, 1956.

19) The Company has not issued any debentures during the year.

20) The Company has not raised any money through a public issue during the year.

21) Based upon the audit procedures performed by us for expressing our opinion on these financial statements and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.

For Sudhir M Desai & Co. Chartered Accountants

Sd/- Sudhir M Desai Proprietor M. No. 41999 Place : Mumbai Date : 29.05.2014

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Mar 31, 2013

We have audited the attached Balance Sheet of FILMCITY MEDIA LIMITED as at 31st March, 2013 and Profit & Loss A/c for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standard require that, we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor Report) order, 2003 (amended) by the central Gov. of India in terms of Section 227(4A) of the Companies Act, 1956. We give in the annexure hereto a statement on the matters specified in the said order.

1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

2. In our opinion, the company has maintained proper record as required by law so far as it appears from our examination of the books of accounts. ,.

3. The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of accounts and comply with the accounting standards referred to in sub-section [3C] of Section 211 of the Companies Act. 1956.

4. On the basis of written representation received from Director and taken on record by the Board of Directors, we report that none of the Directors are disqualified from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

5. In our opinion and according to the information and explanations given to us, the said accounts read together with the notes thereon, gives the information required by the Companies Act, 1956 and in the manner as required and give a true and fair view:

a. in tne case of tne Balance Sneet of tne state of affairs of tne Company as on 31* Marcn, 2013.

b. In the case of Profit & Loss Account of the Profit of the Company for year ended that date.

c. In the case of Cash Flow statement, of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Statement referred to in paragraph 1 of our Report of even date on the Accounts of FILMCITY MEDIA LIMITED for the year ended 31st March, 2013.)

I) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed Assets, which is in the process of updation. The fixed assets of the Company have been physically verified by the management during the year in accordance with the regular program which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. The Company has not disposed off any Fixed Assets during the year.

2)

a) The inventories have been physically verified by the management at reasonable intervals during the years and at the close of the year.

b) As explained to us, the procedure followed by Management for physical verification of the above referred stocks are in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

c) According to the records produced to us for our verification, there were no material discrepancies noticed on physical verification of the inventory as compared to book records and the same have been property dealt with in the books of account.

3) The Company has not taken any loan secured or unsecured from Companies, Firms and other parties listed in the register maintained under section 301 and/or from the Companies under the same Management as defined under section 370 (IB) of the Companies Act, 1956. In view of this sub clause (b), (c) and (d) of the clause (iii) of the Companies (Auditors'' Report) Order, 2003 are not applicable. (

4) In our opinion and according to the information and explanation given to us there are adequate Internal Control procedures commensurate with the size of the Company and the nature of its business.

5) In our opinion and according to the information and explanations given to us The Company has not done any transaction that needs to be entered in the register maintained under Section 301 of the Act.

6) In our opinion and according to the information and explanations given to us The Company has not accepted any deposit from tne puoiic aurmg tne year as statea in tne provisions of Section 5e A, 5SAA and ocher relevant provision of the Companies Act, 1956.

7) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8) The provisions of Section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company.

9) a) According to the records of the Company, there were no undisputed statutory dues including Provident Fund,, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, and other Statutory dues applicable to it as at 31st March,2013 for a period of more than six months from the date they became payable.

10) The company has not taken any loans from Bank or Financial Institution.

II) The Company has not made any loans and advances granted on the basis of security by way of pledge of shares and other securities.

12) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund, Societies.

13) The Company has, in our opinion, maintained proper records and contracts with respect to its investments where timely entries of transactions are made in the former. All investments at the close of the year are held in the name of the Company.

14) The Company has not given any guarantee for loan taken by others from bank or financial institutions.

15) The company has not taken any term loan, during the financial year.

16) The Company has not raised any fund, long term or short term during the year.

17) The Company has not made any preferential allotment during the year..

18) The Company has not issued any debentures during the year.

19) Based upon the audit procedures performed by us for expressing our opinion on these financial statements and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the year. For M/S Sudhir M. Desai & Co.

Chartered Accountants

Sd/-

Sudhir M. Desai

Proprietor

M. No: 41999

Place : Mumbai

Date :30.05.2013

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Mar 31, 2012

We have audited the attached Balance Sheet of Filincity Media Limited, as at 31st March. 2012 and also the Statement of Profit and Loss Account for the year ended on that date annexed thereto and the Cash Flow statement for the year ended on that date which we have signed under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance w ith auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial state- ments are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amonts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order. 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act. 1956. and on the basis of such checks as we considered appropriate and according to the information and explanations given to us. we enclose in the An- nexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary' for the purposes of our audit:

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The Balance Sheet and Statement of Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement w ith the books of account;

iv. In our opinion, the Balance Sheet and Statement of Profit and Loss Account and cash flow statement dealt with by this report complyw ith the accounting standards referred to in sub-section (3C) of Section 211 of the CompaniesAct. 1956:

v. On the basis of written representations received from the Directors, as on 31 st March. 2012 and taken on record by the Board of Directors, w e report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g) of sub-section (I) of Section 274 of the CompaniesAct. 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us. the said accounts read together with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956. in the manner so required and give a true and fair view in confor- mity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012; and

(b) in the case of the Statement of Profit and Loss Account, of the Loss for the year ended on that date.

(c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date to the members of Filmcity Media Ltd on the accounts for the Period ended 31 st March. 2012.

I. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets:

(b) During the year physical verification of Fixed Assets was carried out by the management as per its programme, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. As informed to us no material discrepancies w ere noticed between book records and physical inventory :

( c) During the year, the company has not disposed off major part of Fixed Assets and it has not affected the company as a going concern.

ii. (a) The Inventory has been physically verified during the year by the management. In our opinion.the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

( c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

iii. (a) (i) During the year under audit the company has not taken loans from companies, firms and other

parties covered in the Register maintained under section 301 of the Companies Act, 1956.

(b) (i) During the year under audit the company has not granted loans to companies, firms and other parties covered in the Register maintained under section 301 of the Companies Act, 1956.

iv. In our opinion and according to the information and explanations given to us. there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noliced in the internal controls.

v. Based on the audit procedures applied by us and according to the information and explan-ations pro- vided by the management, we are of the opinion that there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act 1956. .

vi. The company has not accepted any deposits from the public during the year 2011 -12.

vii. In our opinion, the company has an internal audit system commensurate w ith the size and nature of its business.

viii. As informed to us the Central Government has not prescribed maintinance of cost records under section 209( 1 )(d) of the Companies Act. 1956 for any of the activities of the company.

ix. (a) According to the records of the company, the company is regular in depositing with approp-riate authorities undisputed statutory dues including provident fund, employees state insur-ance. Income tax. Sales tax. Wealth tax. Custom duty. Excise duty. Cess and other stat-utory dues if any appli- cable to it.

According to the information and explanations given to us. no undisputed amounts in respect of income tax. wealth tax, sales tax. custom duty and excise duty were outstanding as at 31st March. 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us by the management no disputed amount is pay able in case of Sale tax. Income Tax. Custom duty. Excise duty. Cess.

x. Company's accumulated losses are not more than 50% of its networth and company has incurred cash lossess during the financial year covered by our audit and cash loss in the immediately preceding finan- cial year also.

xi. As informed to us the Company has not defaulted in repayment of dues to any financial institution. Bank or debenture holders.

xii. Based on our examination of documents records and information given by the company, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. Provisions of Chit Fund nidhi mutual benefit fund/societies are not applicable to the company.

xiv. The company is not dealing or trading in shares , securities, debentures or other investments' and hence, the related reporting requirement of Para 4 (xiv) are not applicable to the company.

xv. The company has not given any guarantee for loans taken by others from bank or financial institutions the terms and conditions whereof are prejudicial to the interest of the company .

xvi. The Company has not received term loan during the year.

xvii. According to the infortation and explanations given to us and on an overall examination of the Balance Sheet of the Company.we are of the opion that there are no funds raised on short term basis that have been used for long term investment.

xviii.The company during the year has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix. During the period covered by our audit report, the company has not issued debentures.

xx. During the period covered by our audit report, the company has not raised any money by public issues

xxi. Based upon the audit procedures performed and information and explanations given by the manage- ment, we report that no fraud on or by the company has been noticed or reported during the course of our audit.



For Ashok K. Jain

Chartered Accountants

Sd/-

Place : Mumbai Ashok K. Jain

Dated :27-08-20l2 Proprietor

M. No. 36120

---

Mar 31, 2011

We have audited the attached Balance Sheet of Filmcity Media Limited, as at 31st March, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto and the Cash Flow statement for the year ended on that date which we have signed under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amonts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

I. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

II. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

III. The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

IV. In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

V. On the basis of written representations received from the Directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

VI. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011; and

(b) In the case of the Profit and Loss Account, of the Loss for the year ended on that date.

(c) In the case of the cash flow statement, of the cash flows for the year ended on that date.

A ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date to the members of Filmcity Media Ltd on the accounts for the Period ended 31st March, 2011.

i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets;

(b) During the year physical verification of Fixed Assets was carried out by the management as per its programme, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. As informed to us no material discrepancies were noticed between book records and physical inventory;

(c) During the year, the company has disposed off major part of Fixed Assets but it has not affected the company as a going concern.

ii. (a) The Inventory has been physically verified during the year by the management. In our opinion,the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

iii. (a) (i) During the year under audit the company has not taken loans from companies, firms and other parties covered in the Register maintained under section 301 of the Companies Act, 1956.

(b) (i) During the year under audit the company has not granted loans to companies, firms and other parties covered in the Register maintained under section 301 of the Companies Act, 1956.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods.

During the course of our audit, no major weakness has been noticed in the internal controls.

v. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that there are transactions that need to be entered in to the register maintained under section 301, have been so entered.

(b) In our opinion and according to the information and explanations given to us,the trans-actions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The company has not accepted any deposits from the public during the year 2010-11.

vii. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

viii. As informed to us the Central Government has not prescribed maintinance of cost records under section 209(1)(d) of the Companies Act, 1956 for any of the activities of the company.

ix. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, Income tax, Sales tax, Wealth tax, Custom duty, Excise duty, Cess and other statutory dues applicable to it.

According to the information and explanations given to us, no undisputed amounts in respect of income tax, wealth tax, sales tax, custom duty and excise duty were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us by the management no disputed amount is payable in case of Sale tax, Income Tax, Custom duty, Excise duty, Cess.

x. Company's accumulated losses are less than 50% of its networth and company has incurred cash lossess during the financial year covered by our audit and no cash loss in the immediately preceding financial year.

xi. As informed to us the Company has not defaulted in repayment of dues to any financial institution, Bank or debenture holders.

xii. Based on our examination of documents records and information given by the company, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. Provisions of Chit Fund nidhi/mutual benefit fund/societies are not applicable to the company.

xiv. The company is not dealing or trading in shares , securities, debentures or other investments' and hence, the related reporting requirement of Para 4 (xiv) are not applicable to the company.

xv. The company has not given any guarantee for loans taken by others from bank or financial institutions the terms and conditions whereof are prejudicial to the interest of the company.

xvi. The Company has not received term loan during the year.

xvii. The company has neither applied short term funds raised for long-term investments nor applied long term funds raised for short-term investments.

xviii. The company during the year has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix. During the period covered by our audit report, the company has not issued debentures.

xx. During the period covered by our audit report, the company has not raised any money by public issues .

xxi. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Ashok K. Jain Chartered Accountants

Sd/-

Ashok K. Jain Proprietor M. No. 36120

Place :- Mumbai Date :- 30.05.2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of Filmcity Media Limited, as at 31st March, 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto and the Cash Flow statement for the year ended on that date which we have signed under reference to this report.

These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-Section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956;

v. On the basis of written representations received from the Directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010; and

(b) In the case of the Profit and Loss Account, of the Profit for the year ended on that date.

(c) In the case of the cash flow statement, of the cash flows for the year ended on that date.



ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 3 of our report of even date to the members of Filmcity Media Ltd on the accounts for the Period ended 31st March, 2010).

i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets;

(b) During the year physical verification of Fixed Assets was carried out by the management as per its programme, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. As informed to us no material discrepancies were noticed between book records and physical inventory;

(c) During the year, the company has not disposed off any major part of Fixed Assets.

ii. (a) The Inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

iii. (a) (i) During the year under audit the company has taken loans from companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. No. of party 2 (Two) and amount of Loan Rs. 317876/- (ii) The rate of Interest and other terms and conditions of such Loans are in our opinion prima facie not prejudicial to the interest of the Company.

(iii) There is no Schedule of repayment of Principal and interest payment so we cannot offer any comment.

(b) (i) During the year under audit the company has not granted loans to companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

v. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that there are transactions that need to be entered in to the register maintained under Section 301, have been so entered.

(b) In our opinion and according to the information and explanations given to us. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The company has not accepted any deposits from the public during the year 2009-10.

vii. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

viii. As informed to us the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for any of the activities of the company.

ix. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, Income tax, Sales tax, Wealth tax, Custom duty, Excise duty, Cess and other statutory dues applicable to it.

According to the information and explanations given to us, no undisputed amounts in respect of income tax, wealth tax, sales tax, custom duty and excise duty were outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us by the management no disputed amount is payable in case of Sale tax, Income Tax, Custom duty, Excise duty, Cess.

x. Companys accumulated losses are less than 50% of its net worth and company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi. As informed to us the Company has not defaulted in repayment of dues to any financial institution, Bank or debenture holders.

xii. Based on our examination of documents records and information given by the company, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. Provisions of Chit Fund nidhi/mutual benefit fund/societies are not applicable to the company.

xiv. The company is not dealing or trading in shares, securities, debentures or other investments and hence, the related reporting requirement of Para 4 (xiv) are not applicable to the company.

xv. The company has not given any guarantee for loans taken by others from bank or financial institutions the terms and conditions whereof are prejudicial to the interest of the company.

xvi. The Company has received term loan during the year and has applied for the purposes for which. they were raised.

xvii. The company has neither applied short term funds raised for long-term investments nor applied long term funds raised for short-term investments.

xviii. The company during the year has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

xix. During the period covered by our audit report, the company has not issued debentures.

xx. During the period covered by our audit report, the company has not raised any money by public issues.

xxi. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.



for Ashok K. Jain

Chartered Accountants

Sd/-

(Ashok K. Jain)

Place:-Mumbai Proprietor

Date :-29.05.2010 M. No. 36120