Auditor Report of IDream Film Infrastructure Company Ltd.

Mar 31, 2024

We have audited the Standalone Financial Statements of IDREAM FILM INFRASTRUCTURE COMPANY LIMITED
(FORMERLY SOFTBPO GLOBAL SERVICES LIMITED (“the Company”), which comprise the Standalone Balance
Sheet as at March 31, 2024, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income),
Statement of Changes in Equity and Statement of Cash flows for the year then ended, and notes to the Standalone Financial
Statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred
to as “the Standalone Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, read together with the Emphasis of
Matter paragraph , 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 accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2024, and its net loss including other comprehensive
losses, changes in equity and its cash 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 Standalone
Financial Statements Section of our report. We are independent of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India together with ethical requirements that are relevant to our audit of the Standalone
Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

The Company has been continuously incurring operating losses and has negative net worth. In view of the Management, the
company''s accounts are prepared on-going concern basis considering the fact that its holding company will provide continuous
financial support.

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 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. We have determined that there are
no key audit matters to be communicated in our report.

Other Information

The Company''s Management and the Board of Directors are responsible for the other information. The other information
comprises the information included in the Company''s 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 of the Standalone Financial Statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our
knowledge obtained 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.

Responsibilities of Management and Those charged with Governance for the Standalone Financial Statements

TThe Company''s management and the 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, the
financial performance, the changes in equity and the cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This
responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial
Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the Management and the Board of Directors are responsible for assessing the
Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(I) of the Companies Act, 2013, we are also responsible for expressing our opinion on
whether the company has adequate internal financial controls system in place and the operating effectiveness of such
controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw

attention in our auditor''s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s
report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and
whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these
matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by 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 the “Annexure A”, a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid standalone financial
statements have been kept by the Company so far as it appears from our examination of those books.

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income,
Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flow 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 (Account) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31,2024 taken on record by the Board
of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of
Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate report in “Annexure B”.

g) The provisions of section 197 read with schedule V of the Act are not applicable to the Company for the year ended March
31,2024.

h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014 as amended, in our opinion and to the best of our information and according to the explanations
given to us:

i. The Company does not have any pending litigations which would impact its Standalone Ind AS financial statements;

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
group during the year ended March 31,2024.

iv. (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or

loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the
Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate
Beneficiaries”) by or on behalf of the Company or

• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(b) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the
Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, that the Company shall:

• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate
Beneficiaries”) by or on behalf of the Funding Party or

• provide any guarantee, security or the like from or on behalf ofthe Ultimate Beneficiaries; and

(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come
to our notice that has caused us to believe that the representations under sub-clause (d) (i) and (d) (ii) contain any
material mis-statement

v. The Company has not declared or paid dividend during the year. Hence compliance with section 123 of the
Companies Act, 2013 is not applicable.

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

For Kanu Doshi & Associates LLP

Chartered Accountants
FRN: 104746W/W100096

Kunal Vakharia

Partner

Membership No. 148916
UDIN: 24148916BKCQNI8311

Place: Mumbai
Date: May 10, 2024

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Mar 31, 2014

We have audited accompanying financial statements of IDream Film Infrastructure Company Limited (Formerly known as Softbpo Global Services Limited)

("the Company"), which comprise the Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management'' Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements 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 entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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 31,2014;

b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

c) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter:

Without Qualifying our Opinion:

The company has incurred losses in the past years and current year. The Company''s accumulated losses exceed its net worth at the balance sheet date resulting in negative net worth. However, the company''s accounts are prepared on going concern basis in view of the undertaking from its holding company for continuous financial support.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003, ("the order") as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. As required by section 227(3) of the Act, we report that:

a) 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.

b) 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.

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of Companies Act, 2013.

e) On the basis of the written representations received from the directors, as on March 31, 2014 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

Annexure to Auditor''s Report

(Referred to in paragraph 1 of Report on Other Regulatory and Legal Requirements of our Report of even date on the accounts of IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as SOFTBPO GLOBAL SERVICES LIMITED) for the year ended 31st March 2014)

(i) The Company does not have any fixed assets. Hence the question of maintaining proper records, carrying out physical verification and disposing off a substantial part of the fixed assets does not arise.

(ii) The Company does not have any inventory. Hence the question of carrying out physical verification and maintaining proper records does not arise.

(iii) (a) The company has granted interest free unsecured loan to a company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2,48,60,966/- and the year end balance of loans granted to such party was Rs. 2,48,60,966/-.

(b) In our opinion, the terms and conditions on which loan has been granted to company, listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of such loan given by the Company, whether the amount (principal as well as interest) has been repaid/paid regularly or not cannot be commented upon, as the loan is interest free and there is no stipulation as regard to the repayment / payment of the amount.

(d) In respect of the loan given by the company since there is no stipulation as regards to the repayment of the amount, the question of overdue amount does not arise.

(e) The Company has taken interest free unsecured loans, from its Holding company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2,96,21,251/- and the year end balance of loans granted to such parties was Rs. 2,96,21,251/-.

(f) In our opinion, the terms and conditions on which loan has been taken from the company, listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(g) In respect of the loan taken from the company, whether the principal amount and interest has been repaid/paid regularly or not cannot be commented upon, as the loan is interest free and there is no stipulation as regard to the repayment/payment of the amount.

(iv) During the year, the company has not been engaged in purchase of inventory and fixed assets and sale of goods and services. Hence clause 4(iv) is not applicable to the company.

(v) a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts and arrangements referred to in section 301 of the Act have been entered into the register required to be maintained under that section. b) According to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements need to be entered in the register maintained under section 301 of the Companies Act, 1956 exceeding Rs. 5,00,000.

(vi) The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunder. Hence, the clause (vi) of the order is not applicable.

(vii) The paid up share capital and reserves of the Company as at the commencement of the financial year concerned do not exceed Rs. 50 lacs and/or the average annual turnover of the company for immediately preceding three financial years does not exceed Rs.5 Crores, accordingly we are not required to express an opinion on its internal audit system.

(viii) We have been informed that the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) a) According to the information and explanations given to us and on the basis of records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth Tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable..

b) There are no cases of non deposit with appropriate authorities of disputed dues of sales tax / income tax / custom tax / wealth tax / excise authorities.

(x) The company has accumulated losses at the end of the financial year exceeding fifty percent of its net worth. The company has incurred cash losses in current financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not taken any loans from any financial institutions, banks or debenture holders and hence the question of defaulting in repayment of dues does not arise.

(xii) According to the information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company does not deal or trade in shares, securities, debentures and other investment.

(xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The Company has not taken any Term loan during the year.

(xvii) The Company has not taken any funds on short term basis during the year.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

(xix) The company has not issued debentures during the financial year and hence the question of creating securities in respect thereof does not arise.

(xx) The Company has not raised any money by public issues during the year.

(xxi) On the basis of our examination and according to the information and explanation given to us, no fraud, on or by the Company, has been noticed or reported during the course of our audit.

For Kanu Doshi Associates Chartered Accountants Firm Reg. No: 104746W

Ankit Parekh Place: Mumbai Partner Date: 30th May, 2014 Membership No: 114622

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Mar 31, 2012

1. We have audited the attached Balance Sheet of IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (formerly known as SOFTBPO GLOBAL SERVICES LIMITED) as at 31st March 2012, the Profit and Loss Account and also the Cash Flow Statement 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

2. We conducted our audit in accordance with the 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.

3. As required by the Companies (Auditor's 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 according to the information and explanations given to us during the course of the audit and on the basis of such checks as we considered appropriate, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. 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 these books subject to our observation mentioned in paragraph (vi) below;

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

iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 subject to our observation mentioned in paragraph (vi) below on non-provision of diminution in the value of investments and loans and advances;

v) On the basis of written representations received from the directors, as on 31st March 2012 and taken on record by the Board of Directors, we 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 (1) of Section 274 of the Companies Act, 1956;

vi) The net worth of the subsidiary AHA Parks Limited (formerly Known as Valuable Advisors Limited) has eroded. The Company has investments of Rs. 5,00,000/- in wholly owned subsidiary and has also extended loans worth Rs. 2,47,34,966/- to this subsidiary. The Company has not provided for the diminution in the value of above investments and loans and advances. We further report that had the Company provided for the above mentioned diminution in the value of the investments and loans and advances, the Net loss for the year under audit would have been Rs. 2,58,99,950/- (as against the reported net loss of Rs. 6,64,984/), Debit balance in Profit and Loss Account as at 31st March 2012 would have been Rs. 2,87,68,025/- (as against the reported figure of Rs. 35,33,059/-) and Investments and Short Term Loans and advances as at 31st March 2012 would have been Rs. NIL (as against the reported figure of Rs. 5,00,000/-) and Rs NIL (as against reported figure of Rs 2,47,34,966/-) respectively.

vii) The company has incurred losses in the past years and current year. The Company's accumulated losses exceed its net worth at the balance sheet date resulting in negative net worth. However the company's accounts are prepared on going concern basis in view of undertaking from its holding company for continuous financial support.

viii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to our observation in Note no.(vi) and (vii) above and the other notes thereon, 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 31st March 2012;

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

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

(Referred to in paragraph 3 of our Report of even date on the accounts of IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as SOFTBPO GLOBAL SERVICES LIMITED) for the year ended 31st March 2012)

(i) The Company does not have any fixed assets. Hence the question of maintaining proper records, carrying out physical verification and disposing off a substantial part of the fixed assets does not arise.

(ii) The Company does not have any inventory. Hence the question of carrying out physical verification and maintaining proper records does not arise.

(iii)(a) The company has granted interest free unsecured loan to its subsidiary covered in the register maintained under section 301 of the Companies Act. 1956. The maximum amount involved during the year was Rs. 3,81,59,400/- and the year end balance of loans granted to such parties was Rs. 2,47,34,966/-.

(b) In our opinion, the terms and conditions on which loan has been granted to company, listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of such loan given by the Company, whether the amount (principal as well as interest) has been repaid/paid regularly or not cannot be commented upon, as the loan is interest free and there is no stipulation as regard to the repayment / payment of the amount.

(d) In respect of the loan given by the company since there is no stipulation as regards to the repayment of the amount, the question of overdue amount does not arise.

(e) The Company has taken interest free unsecured loans, from its Holding company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 4,20,79,685/- and the year end balance of loans granted to such parties was Rs. 2,86,55,251/-.

(f) In our opinion, the terms and conditions on which loan has been taken from the company, listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(g) In respect of the loan taken from the company, whether the principal amount and interest has been repaid/paid regularly or not cannot be commented upon, as the loan is interest free and there is no stipulation as regard to the repayment/payment of the amount.

(iv) During the year, the company has not been engaged in purchase of inventory and fixed assets and sale of goods and services. Hence clause 4(iv) is not applicable to the company.

(v) a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts and arrangements referred to in section 301 of the Act have been entered into the register required to be maintained under that section, b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act. 1956 and exceeding Rs. 5,00,000 in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

(vi) The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules made there under. Hence, the clause (vi) of the order is not applicable.

(vii) The paid up share capital and reserves of the Company as at the commencement of the financial year concerned do not exceed Rs. 50 lacs and/or the average annual turnover of the company for immediately preceding three financial years does not exceed Rs. 5 Crores, accordingly we are not required to express an opinion on its internal audit system.

(viii) We have been informed that the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) ofthe Companies Act, 1956.

(ix)a) According to the information and explanations given to us and on the basis of records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth Tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable,

b) There are no cases of non deposit with appropriate authorities of disputed dues of sales tax / income tax / custom tax / wealth tax / excise authorities.

(x) The company has accumulated losses at the end of the financial year exceeding fifty percent of its net worth. The company has incurred cash losses in current financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not taken any loans from any financial institutions, banks or debenture holders and hence the question of defaulting in repayment of dues does not arise.

(xii) According to the information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company does not deal or trade in shares, securities, debentures and other investment.

(xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The Company has not taken any Term loan during the year.

(xvii) The Company has not taken any funds on short term basis during the year.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

(xix) The Company has not issued debentures during the financial year and hence the question of creating securities in respect thereof does not arise.

(xx) The Company has not raised any money by public issues during the year.

(xxi) On the basis of our examination and according to the information and explanation given to us, no fraud, on or by the Company, has been noticed or reported during the course of our audit.

For Kanu Doshi Associates

Chartered Accountants

Firm Reg.No.: 104746W

Ankit Parekh

Partner

Membership No.: 114622

Place: Mumbai

Date: 30th May, 2012

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Mar 31, 2010

1. We have audited the attached Balance Sheet of IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (formerly known as SOFTBPO GLOBAL SERVICES LIMITED) as at 31st March 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. 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.

2. We conducted our audit in accordance with the 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.

3. 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 according to the information and explanations given to us during the course of the audit and on the basis of such checks as we considered appropriate, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order..

4. 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 these books subject to our observation mentioned in paragraph (vi) below;

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

iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 subject to our observation mentioned in paragraph (vi) below on non-provision of diminution in the value of investments and loans and advances;

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) The net worth of the subsidiary AHA Parks Limited (was Known as Valuable Advisors Limited till 04/01/2010) has eroded. The Company has investments of Rs. 5,00,000/- in wholly owned subsidiary and has also extended loans worth Rs. 3,34,52,993 to this subsidiary. The company has not provided for the diminution in the value of above investments and loans and advances. We further report that had the company provided for the above mentioned diminution in the value of the investments and loans and advances, the Net loss for the year under audit would have been Rs.34,468,113 (as against the reported net loss of Rs.5,15,120). Debit balance in Profit and Loss Account as at 31st March 2010 would have been Rs. 36,421,156 (as against the reported figure of Rs. 24,68,163) and Investments and Loans and advances as at 31st March2010 would have been Rs. NIL (as against the reported figure of Rs. 5,00,000) and Rs. 7,13,032 (as against reported figureofRs.3,41,66,025)respectively

vii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to our observation in Note no.(vi) above and the other notes thereon, 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 31st March 2010;

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

c) in the case of the Cash Flow statement, of the cash flows for the year ended on that date

Annexure to Auditors Report

(Referred to in paragraph 3 of our Report of even date on the accounts of IDREAM FILM INFRASTRUCTURE COMPANY LIMITED (Formerly known as SOFTBPO GLOBAL SERVICES LIMITED) for the year ended 31st March2010)

(i) The Company does not have any fixed assets .Hence the question of maintaining proper records, carrying out physical verification and disposing off a substantial part of the fixed assets does not arise.

(ii) The Company does not have any inventory. Hence the question of carrying out physical verification and maintaining proper records does not arise.

(iii)(a) The company has granted interest free unsecured loan to its subsidiary covered in the register maintained under section 301 of the Companies Act. 1956. The maximum amount involved during the yearwasRs.5,08,52,993 and the year end balance of loans grantedtosuchpartieswasRs.3,34,52,993.

(b) In our opinion, the terms and conditions on which loan has been granted to company, listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie. prejudicial to the interest of the Company.

(c) In respect of such loan given by the Company, whether the amount (principal as well as interest) has been repaid/paid regularly or not cannot be commented upon, as there is no stipulation as regard to the repayment /payment of the amount.

(d) In respect of the loan given by the company since there is no stipulation as regards to the repayment of the amount, the question of overdue amount does notarise.

(e) The Company has taken interest free unsecured loans, from its Holding Company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 5,16,18,771 and the year end balance of loans granted to such parties was Rs. 3,46,44,539.

(f) In our opinion, the terms and conditions on which loan has been taken from the company, listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie. prejudicial to the interest of the Company.

(g) m respect of the loan taken from the company, whether the principal amount and interest has been repaid/paid regularly or not cannot be commented upon, as there is no stipulation as regard to the repayment/payment of the amount.

(iv) During the year, the company has not been engaged in purchase of inventory and fixed assets and sale of goods and services. Hence clause 4(iv) is not applicable to the company.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts and arrangements referred to in section 301 of the Act have been entered into the register required to be maintained under that section.

(b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act. 1956 and exceeding Rs. 5,00,000 in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market price at the relevant time..

(vi) The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunder. Hence, the clause (vi) of the order is not applicable.

(vii) The paid up share capital and reserves of the Company as at the commencement of the financial year concerned do not exceed Rs. 50 lacs and /or the average annual turnover of the company for immediately preceding three financial year does not exceed Rs.5 Crores, accordingly we are not required to express an opinion on its internal audit system.

(viii) We have been informed that the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix)a) According to the information and explanations given to us and on the basis of records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at 31st March. 2010 for a period of more than six months from the date they became payable.

b) There are no cases of non deposit with appropriate authorities of disputed dues of sales tax / income tax /customtax/wealth tax/excise authorities.

(x) The company has accumulated losses at the end of the financial year exceeding fifty percent of its net worth. The company has incurred cash losses in current financial year and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not taken any loans from any financial institutions, banks or debenture holders and hence the question of defaulting in repayment of dues does not arise.

(xii) According to the information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company does not deal or trade in shares, securities, debentures and other investment.

(xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The Company has not taken any Term loan during the year.

(xvii) The Company has not taken any funds on short term basis during the year.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 oftheCompaniesAct,1956during the year.

(xix) The company has not issued debentures during the financial year and hence the question of creating securities in respect thereof does not arise.

(xx) The Company has not raised any money by public issues during the year.

(xxi) On the basis of our examination and according to the information and explanation given to us, no fraud. on or by the Company, has been noticed or reported during the course of our audit.

For Kanu Doshi Associates

Chartered Accountants

Firm Reg.No,104746W

Arati Parmar

Partner

Membership No.: 102888

Place: Mumbai

Date: May 28, 2010.