Auditor Report of Sri Adhikari Brothers Television Network Ltd.

Mar 31, 2025

We have audited the standalone financial statements of Sri Adhikari Brothers Television Network Limited (“the Company”),
which comprise the Balance Sheet as at March 31,2025, the statement of Profit and Loss, statement of Changes in Equity and the
statement of Cash Flows for the year 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 explanation given to us, the accompanying standalone financial
statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the state of affairs of the Company, and its loss, position of
changes in equity and cash flows for the year ended.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act,
2013. Our responsibilities under those Standards are further described in the 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 the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty relating to Going Concern

The financial statements are prepared on going concern basis notwithstanding the fact that the current liabilities are substantially
higher than the current assets and substantial losses incurred by the Company for the year ended March 31, 2025, in previous
financial years and negative Total equity of Rs.1,143.58 Lakhs as on March 31, 2025. The appropriateness of assumption of going
concern is mainly dependent on the implementation of the Resolution plan which has been approved by Hon’ble NCLT, Mumbai
bench as per its order dated December 8, 2023. However, we are unable to obtain sufficient and appropriate audit evidence regarding
management’s using principle of going concern in the preparation of financial results, as the outcome of the implementation of all
terms and conditions of the Resolution plan are unascertainable as on date.

Emphasis of Matters

i) The Resolution Plan submitted by M/s. SAB Events and Governance Now Media Limited, M/s. Marvel Media Private Limited, Mr.
Ravi Adhikari and Mr. Kailasnath Adhikari for the Company has been approved by the Hon’ble NCLT, Mumbai bench vide its order
dated December 8, 2023. The said approved Resolution Plan contains the details and timelines for settlements of various financial
creditors (secured creditors) and operational creditors, statutory dues and litigation claims of the Company. The Company has
given the financial impact of the said approved Resolution plan by reducing its various liabilities, writing off assets and issuance
of fresh equity share capital in the previous financial year.

However, the closing balances of bank liabilities after reduction of their dues are subject to confirmation from the banks as on
March 31,2025.

ii) The impact of pending direct and indirect tax assessments, if any, based on assessments orders / communications received by
the Company has not been accounted for the year ended March 31, 2025 but will be accounted in books of accounts only after
final order of demand / refund will be received from the relevant tax authorities / court.

Our conclusion is not modified in respect of these matters.

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 information included
in the Board’s report and Management Discussion and Analysis, but does not include the Secretarial Audit report, Standalone financial
statements and our auditor’s report thereon. The Board’s report and Management Discussion and Analysis is expected to be made
available to us after the date of this auditor’s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance
or conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above

when it becomes available 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.

When we read the Board’s report and Management Discussion and Analysis, if we conclude that there is a material misstatement
therein, we are required to communicate the matter to those charged with governance and make disclosures and take specific actions
as per applicable laws and regulations, if required.

Key Audit Matters

Except for the matters described in the Emphasis of Matters and Material Uncertainty relating to Going Concern section, we have
determined that there are no other key audit matters to communicate in our report.

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

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with
respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial
performance, changes in equity and cash flows 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 statements that give a true and fair view and are free from material misstatement, whether due to fraud
or error.

In preparing the financial statements, the Board of Directors 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 the Board
of Directors / Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are 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 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 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 achieve fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and

significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in
the audit of the financial statements of the current year 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 Companies Act, 2013, 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, 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 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 it appears from our examination
of those books.

c) The Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity 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 March 31,2025 taken on record by the Board of Directors,
none of the directors is disqualified as on March 31,2025 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) With respect to 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:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note
No.25 to the financial statements.

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

iii. There has been no delay in transferring material amounts to the Investor Education and Protection Fund by the Company.

iv. (1) The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes
to the accounts, no funds have been advanced or loaned or invested 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

(2) The management has represented, that, to the best of it’s knowledge and belief, other than as disclosed in the notes to the
accounts, 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; and

(3) Based on audit procedures which we considered reasonable and appropriate in the circumstances, nothing has come
to their notice that has caused them to believe that the representations under sub-clause (i) and (ii) contain any material
misstatement.

v. The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the

Companies Act, 2013.

vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its
books of account, however the said software does not have a feature of recording audit trail (edit log) facility, therefore we
cannot comment whether the same has been operated throughout the year for all relevant transactions recorded in the
software. Therefore, we also cannot comment whether the audit trail feature has been tampered with or whether it has been
preserved by the Company as per the statutory requirements for record retention.

For Hitesh Shah and Associates
Chartered Accountants
FR No.: 103716W
CA Hitesh Shah, Partner
Membership No.: 040999

Mumbai UDIN: 25040999BMIPCA7899
May 27, 2025

“Annexure A” forming part of Independent Auditor’s Report

---

Mar 31, 2024

We have audited the standalone financial statements of Sri Adhikari Brothers Television Network Limited (“the Company”),

which comprise the Balance Sheet as at March 31,2024, the statement of Profit and Loss, statement of Changes in Equity and the 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 explanation given to us, except for the effects of the matters described in the Basis of Qualified Opinion and Material Uncertainty relating to Going Concern section of our report, the accompanying standalone financial statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company, and its loss, position of changes in equity and cash flows for the year then ended.

Basis for Qualified Opinion

i) Inter-Company Related Party balances with TV Vision Limited and SAB Events and Governance Now Media Limited as on March 31, 2024 is subject to confirmation / reconciliation. The impact, if any, due to non-reconciliation of Intercompany accounts on the financial statements of the Company as on March 31,2024 is unascertainable.

ii) Bank Balances to talling to Rs. 4.41 Lakhs are subject to confirmation / reconciliation due to non-receipt of bank statements / bank confirmation / external confirmations as on March 31, 2024, as represented to us by the management. The impact ,if any,on the financial statements as on March 31,2024 could not be ascertained.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the 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 the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matters

i) The Resolution Plan submitted by M/s. SAB Events and Governance Now Media Limited, M/s. Marvel Media Private Limited, Mr. Ravi Adhikari and Mr. Kailasnath Adhikari for the Company has been approved by the Hon''ble NCLT, Mumbai bench vide its order dated December 8, 2023. The said approved Resolution Plan contains the details and timelines for settlements of various financial creditors (secured creditors) and operational creditors, liabilities, statutory dues and litigation claims of the Company. During the current financial year 2023-2024, the Company has given the financial impact of the said approved Resolution plan by reducing all its liabilities / reduction of equity / preference share capital, writing off various assets, creating capital reduction reserve which is disclosed in Other Equity as per generally accepted accounting principles in India.

However, the closing balances of bank liabilities after reduction of their dues are subject to confirmation from the banks as on March 31, 2024. Further, the Company has given the impact for the reduction of shareholder''s equity capital / preference share capital and issuance of fresh share capital in its books of accounts in F.Y. 2023-2024, however the same is subject to approval of Registrar of Companies, Ministry of Corporate Affairs.

ii) The impact of pending direct and indirect tax assessments, if any, based on assessments orders / communications received by the Company has not been accounted for the year ended March 31,2024 but will be accounted in books of accounts only after final order of demand / refund will be received from the relevant tax authorities / court.

Our conclusion is not modified in respect of these matters.

Material Uncertainty Relating to Going Concern

The financial statements are prepared on going concern basis notwithstanding the fact that the current liabilities are substantially higher than the current assets and substantial losses have been incurred by the Company for the year ended March 31, 2024, in previous financial years and negative Other Equity of Rs.1,449.08 Lakhs as on March 31, 2024. The appropriateness of assumption of going concern is mainly dependent on the implementation of the Resolution plan which has been approved by Hon''ble NCLT, Mumbai bench as per its order dated December 8, 2023. As the outcome of the

implementation of all terms and conditions of the Resolution plan are unascertainable as on date, we are unable to obtain sufficient and appropriate audit evidence regarding the management''s using principle of going concern in the preparation of financial statements.

Other Matters

The comparative financial information of the Company for the year ended March 31,2023 included in this Statement has been audited by the predecessor auditor''s. The report of the predecessor auditor''s on comparative financial information for the year ended March 31,2023 expressed an adverse opinion; and we have also considered the adverse comments reported by the previous auditor''s for the year ended March 31,2023 in our audit report for the year ended March 31,2024.

Our opinion is not modified in respect of this matter.

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 information included in the Board''s report and Management Discussion and Analysis, but does not include the Secretarial Audit report, Standalone financial statements and our auditor''s report thereon. The Board''s report and Management Discussion and Analysis is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance or conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available 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.

When we read the Board''s report and Management Discussion and Analysis, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and make disclosures and take specific actions as per applicable laws and regulations, if required.

Key Audit Matters

Except for the matters described in the Emphasis of Matters and Material Uncertainty relating to Going Concern section, we have determined that there are no other key audit matters to communicate in our report.

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows 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 statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors 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 the Board of Directors / Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are 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 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 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 achieve fair presentation.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current year 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 Companies Act, 2013, 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, 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 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 it appears from our examination of those books.

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

d) In our opinion, subject to Basis of Qualified Opinion section in our report, 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 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) With respect to 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:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements -Refer Note No.26 to the financial statements.

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

iii. There has been no delay in transferring material amounts to the Investor Education and Protection Fund by the Company.

iv. (1) The management has represented, that, to the best of its knowledge and belief, other than as disclosed in

the notes to the accounts, no funds have been advanced or loaned or invested 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

(2) The management has represented, that, to the best of it''s knowledge and belief, other than as disclosed in the notes to the accounts, 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; and

(3) Based on audit procedures which we considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that the representations under sub-clause (i) and (ii) contain any material misstatement.

v. The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the Companies Act, 2013.

vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account, however the said software does not have a feature of recording audit trail (edit log) facility, therefore we cannot comment whether the same has been operated throughout the year for all relevant transactions recorded in the software. Further, we also cannot comment whether the audit trail feature has been tampered with.

For Hitesh Shah and Associates Chartered Accountants FR No.: 103716W

CA Hitesh Shah, Partner Membership No.: 040999 Mumbai May 24, 2024 UDIN:24040999BKEAEO8809

---

Mar 31, 2015

We have audited the accompanying Standalone Financial Statements of Sri Adhikari Brothers Television Network Ltd. ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("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 flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these Financial Statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 the 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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, 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 on the Financial Statements.

Opinion

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 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 31st March, 2015, and its profit/loss and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2015, issued by the Central Government of India in terms of sub-section (11) of the Section 143 of the Companies Act, 2013, we give in the Annexure 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 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, 2015 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) 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:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer Note 31 to the Financial Statements.

ii. According to information and explanation given to us, the Company has not entered into any long-term contracts

including derivative contracts.

iii. There has been no delay in transferring material amounts to the Investor Education and Protection Fund by the Company.

ANNEXURE TO AUDITORS'' REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2015

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:

1. a. The Company has generally maintained proper records of fixed assets showing full particulars, including quantitative details and situation of fixed assets.

b. According to information given to us, fixed assets have been physically verified by the management at reasonable intervals and no material discrepancy was noticed on such verification.

2. a. Physical verification of inventory has been conducted at reasonable intervals by the management.

b. The procedures as informed & explained to us, 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. The Company is generally maintaining proper records of inventory and no material discrepancies were noticed on physical verification between the physical stocks and the book records.

3. a. According to the information and explanation given to us and on the basis of records furnished before us, Company

has granted interest free unsecured loans to 3 (Three) parties covered in the register maintained under section 189 of the Companies Act, 2013.

b. According to information and explanation given to us these loans are repayable on demand and has been repaid as and when demanded.

c. According to information and explanation given to us, since the loans are repayable on demand, we cannot comment with respect to the overdue amount.

4. In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed asset and for the sale of goods and services. Neither we have come across nor have we been informed of any continuing failure to correct the major weakness in the internal control.

5. The company has not accepted deposits form the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under. Accordingly Clause 3(v) of Companies (Auditor''s Report) Order, 2015 is not applicable.

6. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 in respect of Services dealt with by the Company.

7. a. The company is generally regular in depositing statutory dues including Provident Fund, Employee State Insurance,

Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Duty of Excise, Value added Tax, Cess and any other statutory dues. According to information and explanation given to us and records examined by us no undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Duty of Excise, Value added Tax, Cess is outstanding as at 31st March for more than six months from the date they become payable.

b. According to information and explanation given to us and the record examined by us no undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Duty of Excise, Value added Tax, Cess and any other statutory dues which have not been deposited on account of dispute except as stated below:

Name of statute Nature of dues Year(s) to which it pertains

Income Tax Act, 1961 Income Tax Demand 2000-01

Name of Statute Amount Not paid Form Where dispute (Rs, in lacs) pending

Income Tax Act 1961 Rs, 104.10 Bombay High Court 8. According to the information and explanation given to us, the amount to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act,1956 (1 of 1956) and the rules made there under has been transferred to such fund within the time limit prescribed.

9. The Company has no accumulated loss at the end of the financial year and the Company has not incurred cash loss during the year and in the immediately preceding financial year

10. According to the records of the Company examined by us and the information and explanations given to us, the Company has no default in repayment of dues to any financial institution or bank as at the Balance Sheet date.

11. According to the records of the Company examined by us and the information and explanations given to, the Company has given guarantee for loans taken by the subsidiary companies. However, the terms and conditions of the same are not prejudicial to the interest of the Company.

12. According to information and explanation given to us and records examined by us, term loan taken during the year has been used for the purpose for which it has been obtained.

13. During the course of our examination of the books and records of the company, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the period nor we have been informed of such instances by the management.

For A. R. SODHA & Co.

Chartered Accountants

(FRN 110324W)



A R Sodha

Partner

M. No 31878



Place: Mumbai

Date: 29th May, 2015

---

Mar 31, 2013

We have audited the accompanying Financial Statements of Sri Adhikari Brothers Television Network Ltd. ("the Company") which comprise the Balance sheet as at 31st March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s 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"). 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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.

(I) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

(ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, 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 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; and

e. on the basis of written representations received from the directors as on 31st March, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:

1. a. The Company has generally maintained proper records of Fixed Assets showing full particulars, including quantitative details and situation of Fixed Assets.

b. According to information given to us, Fixed Assets have been physically verified by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable with regard to the size of the Company and nature of assets. According to information and explanations given to us by the management, no material discrepancy was noticed on such verification.

c. During the year the Company has not disposed off substantial part of its fixed asset.

2. a. Physical verification of inventory has been conducted at reasonable intervals by the management.

b. The procedures as informed and explained to us, 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. The Company is generally maintaining proper records of inventory and no material discrepancy noticed on physical verification between the physical stocks and the book records.

3. a. According to the information and explanation given to us and on the basis of records furnished before us, Company has granted interest free unsecured loans to 5 parties covered in the register maintained under Section 301 of the Companies Act, 1956.The maximum amount outstanding during the year is Rs. 6084.45 Lacs and the year end Balance is Rs. 4582.85 Lacs.

b. According to information and explanation furnished to us, the rate of interest and other terms and conditions are not prejudicial to the interest of the Company,

c. According to information and explanation given to us these loans are repayable on demand and during the year Company has not demanded the repayment of loan, hence question of regularity of payment of principal does not arise.

d. As Company has not demanded the repayment of loan hence there is no overdue amount.

e. According to the information and explanation given to us and on the basis of records furnished before us, Company has not taken any loans from parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause 4(iii) (e), (f) and (g) of Companies (Auditors'' Report) Order, 2003 are not applicable.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for sale of goods and services. Neither we have come across nor have we been informed of any continuing failure to correct major weakness in the internal control.

5. a. In our opinion and according to the information and explanation given to us, the particulars of contract or arrangements that were required to be entered in the register maintained under Section 301 of the Companies Act 1956 have been so entered in the said register.

b. In respect of transactions entered exceeding the value of five lacs in the register maintained in pursuance of Section 301 of the Companies Act 1956, according to information and explanation given to us, the transactions made pursuance of such contracts or arrangements have been made at prices which are prlma-facle reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975. Accordingly Clause 4(vi) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

7. According to information & explanation given to us by the management, we are of the opinion that the Internal Audit system is commensurate with the size of the Company and the nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prlma facle the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. a. The Company is generally regular in depositing statutory dues including Custom Duty, Income tax, Provident Fund, Employee State Insurance, Professional tax, cess and other statutory dues.

b. According to information and explanation given to us and records examined by us no undisputed statutory dues including Custom Duty, Service Tax, Income tax, Provident Fund, Employee State Insurance, Professional tax, cess is outstanding as at 31st March for more than six months from the date they become payable.

c. According to the information and explanation given to us, there are no dues relating to Income tax, Sales tax, Wealth tax, Service tax, Custom Duty, Excise Duty, Cess or any other statute, which have not been deposited on account of dispute except as stated below

Name of statute Nature of dues Year(s) to which Amount Not Forum where it pertains Paid (Rs.) dispute is pending

Income Tax Act, 1961 Income Tax Demand 2000-01 Rs.294.10 Mumbai High Court

10. The Company''s has no accumulated loss at the end of the financial year and the Company has not incurred cash loss during the year and in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, the Company has no default in repayment of dues to any financial institution or bank as at the Balance Sheet date.

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

13. In our opinion, the Company is not chit fund, nidhi, mutual fund, and societies accordingly clause 4(xiii) of Companies (Auditors'' Report) Order, 2003 is not applicable.

14. The Company is not dealing or trading in Shares and Securities. Accordingly clause 4(xiv) Companies (Auditors'' Report) Order, 2003 is not applicable.

15. According to the information and explanation given to us and records of the Company examined by us, the company has given corporate guarantee for loans taken by Subsidiaries from the bank. The terms and conditions whereof in our opinion are not prima facie prejudicial to the interest of the Company.

16. According to information and explanation given to us and records examined by us, during the year Company has not taken any term loan during the year. Accordingly Clause 4(xvi) Companies (Auditor''s Report) Order, 2003 is not applicable.

17. According to the information and explanations given and overall examination of records furnished to us, funds raised on short-term basis have not, prima facie, been used for long-term purpose.

18. During the year, the Company has not made preferential allotment of shares and warrants to Parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly clause 4(xviii) of Companies (Auditors'' Report) Order, 2003 is not applicable.

19. During the year, the Company has not issued any debentures. Accordingly clause 4(xix) of Companies (Auditors'' Report) Order, 2003 is not applicable.

20. According to information and explanation given to us and records examined by us Company has not raised any money by public issue during the year under audit. Accordingly clause 4(xx) of Companies (Auditors'' Report) Order, 2003 is not applicable.

21. During the course of our examination of the books and records of the Company, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company noticed or reported during the period nor we have been informed of such instances by the management.

For A. R. SODHA & Co.

Chartered Accountants

(FRN 110324W)

A R Sodha

Partner

M. No 31878

Place: Mumbai

Date: 24th May, 2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of Sri Adhikari Brothers Television Network Ltd. as at 31st March 2012, and also the Statement of Profit and Loss and 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.

We conducted our audit in accordance with Auditing Standards generally accepted in India. These 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 statements presentation. We Believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003 as amended issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in the Paragraph 4 and 5 of the said order.

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

a) We have obtained all the information and explanations which, to the Pest of our knowledge and Belief, were necessary for the purpose of our audit;

P) In our opinion, proper books of accounts as required by law have Peen 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 is in agreement with the books of accounts;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement Dealt with by this report is in compliance with the Accounting standard referred to in Section 211 (3C) of the Companies Act, 1956;

e) 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 sup section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the Pest of our information and according to the explanations given to us, the said accounts together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and gives true and fair view in conformity with the accounting principles generally accepted in India

i. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012.

ii. In the case of Statement of Profit and Loss, of the Profit for the year ended on that date.

iii. In the case of 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 basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:

1. a. The Company has generally maintained proper records of fixed assets showing full particulars, including quantitative details and situation of fixed assets.

b. According to information given to us, fixed assets have been physically verified by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable with regard to the size of the company and nature of assets. According to information and explanations given to us by the management, no material discrepancy was noticed on such verification.

c. During the year the company has not disposed off substantial part of its fixed asset.

2. a. Physical verification of inventory has been conducted at reasonable intervals by the management.

b. The procedures, as informed and explained to us, 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. The Company is generally maintaining proper records of inventory and no material discrepancy noticed on physical verification between the physical stocks and the book records.

3. a. According to the information and explanation given to us and on the basis of records furnished before us, company has granted interest free unsecured loans to 4 parties covered in the register maintained under section 301 of the Companies Act, 1956.The maximum amount outstanding during the year is Rs.4185.86 Lacs and the year end balance is Rs. 3408.60 Lacs.

b. According to information and explanation furnished to us, the rate of interest and other terms and conditions are not prejudicial to the interest of the company.

c. According to information and explanation given to us these loans are repayable on Oman and during the year company has not demanded the repayment of loan, hence question of regularity of payment of principal does notaries.

a. As company has not demanded the repayment of loan hence there is no overdue amount.

e. According to the information and explanation given to us and on the basis of records furnished before us, company has not taken any loans from parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, clause 4(iii) (e), (f) & (g) of Companies (Auditor's Report) Order, 2003 are not applicable.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for sale of goods and services. Neither we have come across nor have we been informed of any continuing failure to correct major weakness in the internal control.

5. a. In our opinion and according to the information and explanation given to us, the particulars of contract or arrangements that were required to be entered in the register maintained under Section 301 of the Companies Act 1956 have been so entered in the said register.

b. In respect of transactions entered exceeding the value of five lacs in the register maintained in pursuance of Section 301 of the Companies Act 1956, according to information and explanation given to us, the transactions made pursuance of such contracts or arrangements have been made at prices which are prima-facle reasonable having regard to prevailing market prices at the relevant time.

6. The company has not accepted deposits from the pubic within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975. Accordingly Clause 4(vi) of the Companies (Auditor's Report) Order, 2003 is not applicable.

7. According to information & explanation given to us by the management, we are of the opinion that the Internal Audit system is commensurate with the size of the company and the nature of its Business.

8. We have Broadly reviewed the cost records maintained by the company pursuant to the companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(l)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have Been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. a. The company is generally regular in depositing statutory dues including Custom Duty, Income tax, Provident Fund, Employee State Insurance, Professional tax, cess and other statutory dues except for delays in avifauna Distribution tax and Tax Deducted at Source.

b. According to information and explanation given to us and records examined by us no undisputed statutory dues including Custom Duly, Service Tax, Income tax, Provident Fund, Employee State Insurance, Professional tax, cess is outstanding as at 31st March for more than six months from the date they Become payable except dividend Distribution tax amounting toRs. 21.32 Lacs, which has Peen paid subsequently.

c. According to the information and explanation given to us, there are no dues relating to Income tax, Sales tax, Wealth tax, Service tax, Custom Duty, Excise Duty, Cess or any other statute, which have not Peen deposited on account of dispute except as stated Below

Name of statute Nature of dues Year(s) to which Amount Not Forum where it pertains Paid (Rs.) dispute is pending

Income Tax Act, 1961 Income Tax Demand 2000-01 Rs.374.63 Mumbai High Court

10. The Company has no accumulated losses and has not has incurred cash loss during the year and in the immediately preceding financial year.

11. According to information and explanation given to us and records furnished to us for verification as on Balance sheet date company has overdue to Banks amounting to Rs.140.23 lacs and the same has Been paid subsequently.

12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not chit fund, nidhi, mutual fund, and societies accordingly clause 4(xiii) of Companies (Auditor's Report) Order, 2003 is not applicable.

14. The Company is not dealing or trading in Shares and Securities. Accordingly Clause 4(xiv) Companies (Auditor's Report) Order, 2003 is Not applicable.

15. According to the information and explanation given to us and records of the Company examined by us, the company has given corporate guarantee for loans taken by Subsidiaries from the bank. The terms and conditions whereof in our opinion are not prima facie prejudicial to the interest of the Company.

16. According to information and explanation given to us and records examined by us term loans availed during the year have Been applied for the purpose for which they were obtained

17. According to the information and explanations given and overall examination of records furnished to us, funds raised on short-term basis have not, prima facie, Peen used for long-term purpose.

18. During the year, the company has not made preferential allotment of shares and warrants to Parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly clause 4(xviii) of Companies (Auditor's Report) Order, 2003 is not applicable.

19. During the year, the Company has not issued any Debentures. Accordingly clause 4(xix) of Companies (Auditor's Report) Order, 2003 is not applicable.

20. According to information and explanation given to us and records examined by us company has not raised any money by public issue during the year under audit. Accordingly clause 4(xx) of Companies (Auditor's Report) Order, 2003 is not applicable.

21. During the course of our examination of the books and records of the company, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the period nor we have Peen informed of such instances by the management.

For A. R. SODHA & Co.

Chartered Accountants

(FRN 110324W)

A R Sodha

Partner

M. No 31878

Place: Mumbai

Date: 29th August, 2012

---

Mar 31, 2010

We have audited the attached Balance Sheet of Sri Adhikari Brothers Television Network Ltd. as at 31st March 2010, ana also the Profit ana Loss Account, Cash Flow Statement for the year enOed 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.

We conducted our audit in accordance with auditing standards generally accepted in India. These Standards reauire that we plan ana 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 ana disclosures in the financial statements. An audit also includes assessing the accounting principles used ana significant estimates made by management as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

As reauired by the Companies (Auditors Report) Order, 2003 as amended issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in the Paragraph 4 ana 5 of the said order.

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

a) We have obtained all the information ana explanations which, to the best of our knowledge ana belief, were necessary for the purpose of our audit;

b) In our opinion, proper books of accounts as reauired by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Profit ana Loss Account ana cash flow statement dealt with by this report is in agreement with the books of accounts;

d) In our opinion, the Balance Sheet, Profit ana Loss Account ana cash flow statement dealt with by this report is in compliance with the Accounting stanOara referred to in Section211 (3C) of the Companies Act, 1956;

e) On the basis of written representations received from the Directors, as on 31st March, 2010, ana taken on recora 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 subsection (1) of section 274 of the Companies Act, 1956;

f) In our opinion ana to the best of our information ana according to the explanations given to us, the said accounts together with the notes thereon, give the information reauired by the Companies Act, 1956 in the manner so reauired ana gives true ana fair view in conformity with the accounting principles generally accepted in India

i. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010.

ii. In the case of Profit ana Loss Account, of the loss for the year ended on that date ana

iii. In the case of 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 basis of such checks as we consiaerea appropriate ana in terms of information ana explanations given to us, we state that:

1.a. The Company has generally maintained proper records of fixed assets showing full particulars, including guantitative details and situation of f ixed assets.

b. We have been informed that, the tangible fixed assets has been physically verified by the management at reasonable intervals. In our opinion, the freauency of verification is reasonable with regard to the size of the company ana nature of assets. According to information ana explanations given to us by the management, no material discrepancy was noticed on such verification.

c. During the year the company has not disposed off substantial part of its f Ixed asset.

2. a. Physical verification of inventory has been conducted at reasonable intervals by the management.

b. The proceaures as informed & explained to us, of physical verification of inventories followed by the management are reasonable and adeauate in relation to the size of the Company ana the nature of its business.

c. The Company is generally maintaining proper records of inventory shown in the balance sheet ana no discrepancy noticed on physical verification between the physical stocks ana the book records.

3. a. According to the information ana explanation given to us ana on the basis of records furnished before us,

company has granted interest free unsecured loans to 3 parties covered in the register maintained under section 301 of the Companies Act, 1956. The aggregate amount involved during the year is Rs.608.47 Lacs and the yearend Balance is Rs.608.47 Lacs

b. According to information ana explanation furnished to us, as these loans are granted to wholly owned subsdiaries of the company in our opinion the rate of interest ana other terms ana conditions on which the Company has given loans are not, prima facie, prejudicial to the interest of the Company

c. As these loans are interest free there is no auestion of repayment of interest. With respect to principal as these loans are repayable on demand we cannot comment on regularity of payment of principal

0. As these loans are repayable on demand we cannot comment for overdue amount

e. According to the information ana explanation given to us ana on the basis of records furnished before us, company has not taken any loans from parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, clause 4(iii) (e), (f) & (g) of Companies (Auditors Report) Order, 2003 are not applicable.

4. In our opinion ana accordng to the information ana explanations given to us, there is adeauate internal control system commensurate with the size of the Company ana the nature of its business with regard to purchases of inventory ana for sale of goods ana services. Neither we have come across nor have we been informed of any continuing failure to correct major weakness in the internal control.

5. a. In our opinion ana according to the information ana explanation given to us, the particulars of contract or

arrangements that were reauired to be entered in the register maintained under Section 301 of the Companies Act 1956 have been so entered in the said register.

b. In respect of transactions entered exceeding the value of five lacs in the register maintained in pursuance of Section 301 of the Companies Act 1956, according to information ana explanation given to us, the transactions made pursuance of such contracts or arrangements have been made at prices which are prima-facie reasonable having regard to prevailing market prices at the relevant time.

6. Company has not accepted deposit from the public; accordingly clause 4(vi) of Companies (Auditors Report) Order, 2003 is not applicable.

7. According to information & explanation given to us by the management, we are of the opinion that the Internal Audit system is commensurate with the size of the company ana the nature of the business.

8. According to the information ana explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209(1) (0) of the Companies Act, 1956 in respect of the products dealt with by the company.

9. a. The company is generally regular in depositing statutory dues including Custom Duty, Income tax, Provident

Fund, Employee State Insurance, Professional tax, cess and other statutory dues except delays in payment of TDSinfewinstancesandpaymentofdividenddistributiontax.

b. According to information and explanation given to us and records examined by us no undisputed statutory dues including Custom Duty, Service Tax, Income tax, Provident Fund, Employee State Insurance, Professional tax, cess is outstanding as at 31st March for more than six months from the date they become payable except corporate dividend tax of Rs. 9.46 Lacs.

c. According to the information and explanation given to us, there are no dues relating to Income tax, Sales tax, Wealth tax, Service tax, Custom Duty, Excise Duty, Cess or any other statute, which have not been deposited on account of dispute

10. The Company has no accumulated losses and has not has incurred cash loss during the year. However company had incurred cash loss in the immediately preceding financial year.

11. In our opinion and according to information and explanation given to us and records furnished to us for verification, the company has delayed payment of interest and principle to bank aggregating to Rs. 258.20 Lacs by 5 to 30 days, Rs.316.26 Lacs by 31 to 60 days.

12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security byway of pledge of shares, debentures and other securities.

13. In our opinion, the company is not chit fund, nidhi, mutual fund, and societies accordingly clause 4(xiii) of Companies (Auditors Report) Order, 2003 is not applicable.

14. The Company is not dealing or trading in Shares and Securities.

15. According to the information and explanation given to and records of the Company examined by us, the company has given corporate guarantee for loans taken by 100% Subsidiary of the company from the bank. The terms and conditions whereof in our opinion are not prima facie prejudicial to the interest of the Company.

16. According to information and explanation given to us and records examined by us, long term loans availed during the year have been applied forthe purpose for which they were obtained

1 7. According to the information and explanations given and overall examination of records furnished to us, loans raised on short-term basis have not, prima facie, been used for long-term purpose.

18. During the year, the company has made preferential allotment of shares and warrants to Parties covered in the Register maintained under Section 301 of the Companies Act, 1956. As these shares and warrants are issued as per pricing norms stipulated in Chapter VII of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, in our opinion price at which they are issued are not prima facie prejudicial to the interest of the company.

19. During the year, the Company has not issued any debentures. Accordingly clause 4(xix) of Companies (Auditors Report) Order, 2003 is not applicable.

20. According to information and explanation given to us and records examined by us company has not raised any money by public issue during the year under audit. Accordingly clause 4(xx) of Companies (Auditors Report) Order, 2003 is not applicable.

21. During the course of our examination of the books and records of the company, carried out in accordance with generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the period nor we have been informed of such instances by the management.

ForA. R.SODHA&Co. Chartered Accountant (FRN. 110324W)

A R Sodha Partner M. No 31878

Place: Mumbai Date: 28th May, 2010