Auditor Report of Unistar Multimedia Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial statements of UNISTAR
MUTIMEDIA LIMITED (“the Company”), which comprise the Balance Sheet as at March
31, 2024, thej Statement of Profit and Loss (including Other Comprehensive Income),
the Statement of Changes in Equity and the Statement of Cash Flows for the year ended
on that date 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. the aforesaid standalone financial statements give the information required
by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and
fair view in conformity with the Indian Accounting Standards prescribed under section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 20IS. as
amended, (“Ind AS”) and other accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2024 and its profit (including other
comprehensive income), changes in equity and its cash flows for the year ended on that
date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing (“SA"s) 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 (“ICAI”) together with the
ethical requirements that are relevant to our audit of the standalone financial
statements under the provisions of the Act and the Rules made thereunder, and we
have fulfilled our other ethical responsibilities m accordance with these requirements
and the ICAlfs Code of Ethics. We believe that the audit evidence obtained by us is
sufficient and appropriate to provide a basis for our audit opinion on the standalone
financial statements.

Key Audit Matters

Key audit matters arc those matters that, in our professional judgment, were of most
significance in our audit of the standalone financial statements of the cm^tjd^eriod.
These matters were addressed in the context of our audit of the sum^p^AAi^^fc^l
statements as a whole, and in forming our opinion thereon, and w^Jw^r^Fpr^S^^

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separate opi lion on these matters. We have determined the matters described below to
be the key audit matters to be communicated in our report.

Revenue recognition:

Th	e key audit matters	How our audit addressed the key audit matter
The princip comprise c sendee in recognised performed. recognition because shareholde performant	al business of the Company f IT consulting and Other lomestic market. Revenue is when the service is We identified revenue as a key audit matter the Company and its rs focus on revenue as a key c indicator.	In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence: 1. Wc assessed the appropriateness of the revenue recognition accounting policies by comparing with applicable accounting standards. 2. We evaluated the design of key controls and operating effectiveness of the relevant key controls with respect to revenue recognition on all transactions. 3. We performed substantive testing by selecting samples of revenue transactions, recorded during the year by testing the underlying documents using statistical sampling. 4. We carried out analytical procedures on revenue recognised during the year to identify unusual variances. 5. Wc tested, on a sample basis, revenue transactions recorded before and after the financial year end date to determine whether the revenue had been recognised in the appropriate financial period.

Litigations, orovisions and contingencies

Th	b key audit matters	How our audit addressed the key audit matter
The Comp when it ha or constru event, it is resources c will be req and a relia the amoi disclosure made wh obligation may proba resources, a presen likelihood remote, nc made. We provisions audit mat Company estimates arising oi judgement provisions the future	any recognises a provision s a present obligation (legal rtive) as a result of a past probable that an outflow of mbodying economic benefits ured to settle the obligation blc estimate can be made of nt of the obligation. A for contingent liabilities is ere there is a possible or a present obligation that sly not require an outflow of When there is a possible or t obligation where the of outflow of resources is provision or disclosure is have identified litigations, and contingencies as a key kn because it requires the to make judgements and in relation to the exposure it of litigations. The key lies in the estimation of where they may differ from obligations.	In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence: 1. We tested the effectiveness of key controls around the recording and assessment of litigations, provisions and contingent liabilities. 2. We obtained Company''s assessment of the open cases, if any, and compared the same to the assessment of subject matter experts, wherever necessary, to assess the reasonableness of the provision or contingency. 3. We considered the adequacy of the Company''s disclosures made in relation to related provisions and contingencies in the financial statements. ____

Information Other than the Financial Statements and Auditor’s Report
Thereon:

The Company''s management and Board of Directors are responsible for the
preparation of the other information. The other information comprises the
information included in the Management Discussion and Analysis, Board’s Report
including Annexure to Board’s Report, Business Responsibility Report, Corporate
Governance and Shareholder’s Information, but does not include the standalone
financial statements and our auditor’s 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 connec ion with our audit of the standalone financial statements, our
responsibility is to read the other information and, in doing so, consider whether the
other in fori lation is materially inconsistent with the standalone financial statements
or our knowledge obtained during the course of our audit or otherwise appears to be
materially misstated.

If, based cn 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 ''eport in this regard. ''

Management’s Responsibility for the Standalone Financial Statements:

1 he Company’s management and Board of Directors are responsible for the matters
stated in section 134(5) of the Companies Act, 2013 ("the Act ) with respect to tho
preparation of these standalone financial statements that give a true and fair view of
the financial position, financial performance including other comprehensive income,
changes in equity and cash flows of the Company in accordance with the Indian
Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended and other
accounting principles generally accepted in India. 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 the
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, management is responsible for
assessing tlte 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 are 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 pari of ah audit in accordance with SAs, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:

• Identify arid 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 ^as

fraud may involve collusion, forgery, intentional oniissioii^^^TTr^^^.s^iops, or
the override of internal control. ((.•{ /%

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•Obtain ai understanding of internal financial controls relevant to the audit in
order to d sign audit procedures that are appropriate in the circumstances. Under
section l4d(d)(i) of the Act. wc arc also responsible for expressing our opinion on
whether t ic 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
°1 accounting and, bused on the audit evidence obtained, whether a material
uncertainly exists related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern, [f wc conclude that a
material i ncertainty exists, we are required to draw attention in our auditor''s
report to t ic related disclosures in the standalone financial statements or, if such
disclosure> 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 O! 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.

Materiality is the magnitude of misstatements in the standalone financial statements
that, individually or in aggregate, makes it probable that the economic decisions of a
reasonably knowledgeable user of the financial statements may be influenced. We
consider quantitative materiality and qualitative factors in (i) planning the scope of
our audit work and in evaluating the results of our work; and (ii) to evaluate the
effect of any identified misstatements in the financial statements.

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

Wc also provide those charged with governance with a statement that we have
complied wi h relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably be
thought to bdar 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 \vt

determine that a matter should not be communicated in our \tid

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advcisc 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 Section 143(3) of the Act, based on our audit wc report that:

a) We have sought and obtained all the information and explanations which to
the best ol 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) Hie Balance Sheet, the Statement of Profit and Loss including Other
Comprehensive Income, Statement of Changes in Equity and the Statement
ol Cash Flow dealt with by this Report are in agreement with the books of
account maintained for the purpose of preparation of these standalone
financial statements.

d) In opr opinion, the aforesaid standalone financial statement complies with
the Indian Accounting Standards specified under section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014.

c) On the basis of the written representations received from the directors of the
Company 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 “Anncxure A”. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the
Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in
accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the Company to its
directors during the year is in accordance with the provisions of section 197
of the Act.

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: ^J

o''f o\\

1. The Company has disclosed the impact of pending litigations on its
financial position in its standalone financial statements.

^{The Compan}y ^{has made} Provision, as required under the applicable law
or accounting standards, for material foreseeable losses, if any, on
long-term contracts including derivative contracts.

in. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.

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
troni borrowed funds or share premium or any other sources or kind
ot funds) by the Company to or in any other person or entity,
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
( ompany ("Ultimate Beneficiaries") or provide any guarantee,
security or the like 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
person or entity, 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
uthei persons or entities identified in any manner whatsoever by or
on behalf of the Funded party ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf of the Ultimate
Beneficiaries; and

c. Based on such audit procedures performed that have been
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 (a) and (b) contain any
material misstatement.

v. 1 he company has not declared or paid any dividend during the year in
a cordance with section 123 of the Companies Act, 2013. Hence this
c a use is not applicable.

vi. As the proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is
applicable for the company w.e.f. April 1, 2024, reporting on
maintaining ol audit trail under Rulell 1(g) of Companies (Audit and
Auditors) Rules, 2014 under this clause is hot applicable.

A''

2. As required by the Companies (Auditor’s Report) Order, 2020 ("the Order”)
issued by (lie Central (Sovcmment of India in terms of section 143(11) of the
Act, we give in the Annexure B a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

For N. C. RUPAWALA & CO.

Chartered Accountants $

Firm Reg. No.: 125757W --

1 t: \Us(

Nehal C. Rupawala l\2£\ ciida-t /PH

Partner ^ ^\bURAT/^ )i

M. No.: 118029 ''

UDIN: 24118029BKANHO8715 ¦

Date: 26/11/2024
Place: Surat

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Mar 31, 2014

We have audited the accompanying financial statements of UNISTAR MULTIMEDIA LIMITED (the Company), which comprise the Balance Sheet as at March 31, 2014, 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''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company''s 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 Stan- dards notified under 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 the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and main- tenance 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.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accor- dance 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 Company''s internal control. 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 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:

(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 of the Company for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows of the Company 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) issued by the Central Government of India in terms of Section 227(4A) 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, 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Account- ing Standards notified under the Act read with the General Circular 15/2013 dated 13 th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e. On the basis of the written representations received from the directors as on March 31, 2014, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of Section 274(1)(g) of the Act.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNT FOR THE YEAR ENDED ON 31st MARCH, 2014

Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date -

1. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situ- ation of fixed assets.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. According to the information and explanation given to us, no material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed of a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

a) The inventories have been physically verified during the year by the management. In our opinion, the fre- quency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventories. As explained to us, there were no material dis- crepancies noticed on physical verification of inventories as compared to the book records.

3. Company has not taken/granted any loans, secured or unsecured, from/to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, the transactions made in pursu- ance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts / arrangements that need to be entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs.5,00,000.

6. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7. Although, the company did not have a formal internal audit system during the previous year, in our opinion, its internal control procedures involved reasonable internal checking of its financial and business transaction.

8. According to information and explanation given to us, provisions of cost records to be maintained pursuant to the Companies (Cost Accounting Records) Rules, 2011 as prescribed by the Central Government under Sec- tion 209(1)(d) of the Companies Act, 1956 are not applicable to the Company.

9. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Edu- cation and Protection Fund, Employees'' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess, and other material statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2014 for a period of more than six months from the date of becoming payable.

b) Details of dues of Income Tax, Sale Tax, Custom Duty and Excise Duty which have not been deposited as on March 31, 2014 on account of disputes are given below:

Sr. Name of Nature of Amt. Period to Forum where No. the Statute the Dues (in Rs.) which the dispute is amount relates pending

- - - - - -

10. The Company has accumulated losses at the end of the financial year but are not more than 50% of networth. The Company has incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, Company has not raised any funds from financial institutions, banks and debenture holders so the question of default in their repay- ment is not applicable.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. The Company has maintain proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries. According to the information provided to us, all shares, securities, and other investments have been held by the Company in its own name.

15. According to the information and explanation given to us by the management, Company has not given any guar- antees for loans taken by others from banks and financial institutions.

16. The Company has not raised any term loans during the year so question of application of same is not applicable.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that no funds raised on short term basis have been used for long-term invest- ment during the year.

18. 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.

19. According to the information and explanations given to us, the Company has not issued any secured debentures.

20. The Company has not raised any capital by way of public issues during the year

21. To the best of our knowledge and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

FOR DRUPRAKASH & CO. Chartered Accountants

D.P.SHETTY Date : 29th May 2014 PROPRIETOR Place : Mumbai Mem. No. 103534

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/S Unistar Multimedia Limited as at 31st March, 2012 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statement 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 auditing standard$jg£nerally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial state- ments are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting prin- ciples 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 on basis of such checks of the books and records of the Company as we considered appropriate, and according to the information given to us during the course of audit, we enclose separate Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

4. Further to our comments in the Annexure referred to above, We state that:

(a) 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.

(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 such books.

(c) The Balance Sheet and Profit and Loss account referred to in this report are in agreement with the books of account.

(d) In our opinion the Balance Sheet and Profit and Loss account dealt with by this report comply with the Accounting Standards referred to sub-section (3C) of Section 211 of *he Companies Act, 1956 to the extent applicable.

(e) On the basis of written representation received, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with significant accounting policies and notes thereon give the information required by the companies Act, 1956 in the manner so required and give a true and fair view in confor- mity with the accounting principles generally accepted in India.

(i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2012 &

(ii) in the case of Profit & Loss Account, of the LOSS for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNT

FOR THE YEAR ENDED ON 31st MARCH, 2012

1. a. The company has maintained proper records showing full particulars including quantitative details and

situation of fixed assets on the basis of available information.

b. As explained to us, all the fixed assets have been physically verified by the management during the year and there was regular program of verification which in our opinion is reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.

c. The company has not disposed off any fixed assets during the year.

2. a. As explained and informed to us, the inventory of finished series has been physically verified during the

year by the management at reasonable intervals.

b. In our opinion according to die information and explanations given to us, the procedures of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company has maintained proper records of inventories. As explained to us there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. a. According to the information and explanations given to us, the Company has taken unsecured loans from the

directors and other parties listed in the register in die maintained under section 301 and/or the companies under same management as defined under sub-section (IB) of section 370 of the Companies Act, 1956. In our opinion the terms and conditions of such loans are not prima facie prejudicial to the interest of the company.

b. According to the information and explanations given to us, the Company has granted loans and advances to the companies, firm or other parties listed in the register in the maintained under section 301 and/or the companies under same management as defined under sub-section (IB) of section 370 of the Companies Act, 1956. In our opinion the terms and conditions of such loans are not prima facie prejudicial to the interest of the company.

c. According to the information and explanations given to us, the parties to whom interest free advances in the nature of loan has been given are repaying the principal as stipulated.

d. The company has given advances in the nature of loans to some parties, However, as explained to us, there is no stipulation as to payment of interest and repayment of principal.

4. In our opinion and according to the information and explanations given to us there are adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchase of serials/films, raw materials including components, fixed assets and other assets and with regard to the sale of goods, serials/films. During the course of our audit, we have not observed any major weaknesses in internal controls.

5. In our opinion and according to the information and explanations given to us, there were no transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs. 5 lakhs or more in respect of any parties.

6. The company has not accepted any deposits from the public as defined under section 58-A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

7. As explained and informed to us, the company has not have a formal internal audit system. However, in our opinion and as per the explanation given to us its internal control procedures involve reasonable internal checking of its transactions.

8. To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the companies Act, 1956 for the products of the company.

9. a. According to the information and explanation given to us and on the basis of our examination of books of

accounts, the provisions related to Provident Fund, Investor protection fund, Employees State Insurance does not apply to the company during the year, b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding, as at last day of the financial year concerned for a year of more than six months from the date they became payable.

10. In our opinion the accumulated losses of the company at the end of the financial year are not more than 50% of its net worth.

11. According to the information and explanation given to us and on the basis of our examination of books of accounts, the company has not taken any loan from the financial institutions, banks or debenture holders. Therefore, provisions of clause 4 (xi) of the Order is not applicable to the company.

12. According to the information and explanations given to us, the company has not granted any loans and advances on the basis of pledge of shares, debentures and other securities, Therefore, provisions of clause 4 (xii) of the Order is not applicable to the company.

13. According to the information and explanations given to us, the company is not a chit fund/nidhi/mutual benefit fund/society. Therefore, provisions of clause 4 (xiii) of the Order is not applicable to the company.

14. According to the information and explanations given to us die company is not dealing or trading in shares, securities, debentures or other investments. Therefore, provisions of clause 4 (xiv) of the Order is not applicable to the company. .

15. According to the information and explanations given to us. The company has not given any guarantee for loans taken by others from banks and financial institutions. Therefore, provisions of clause 4 (xv) of the Order is not applicable to the company.

16. According to the information and explanations given to us ,the company has not taken any loans during the year.

17. According to the information and explanations given to us and on and overall examination of the balance sheet of the company ,we have not come across any instance where funds raised during the year on short- term basis have been used for long-term investment and vice versa.

18. During the year, the company has not made any preferential allotment of shares to the parties and companies covered in there.

19. The company has not issued any debenture during the year. Therefore, provisions of clause 4 (xix) of the Order is not applicable to the conpany.

20. The company has not raised any money by way of public issue during the year. Therefore, provisions of clause 4 (xx) of the Order is not applicable to the company.

21. According to the information and explanation given to us, no fraud, on or by the company, has been noticed or reported during the year.

FOR DHRUPRAKASH & CO.

Chartered Accountants

Sd/-

PLACE : Mumbai (D.P.SHETTY)

DATED : 06/09/12 Partner

M. No. 103534

---

Mar 31, 2009

1. We have audited the attached Balance Sheet of M/s Unistar Multimedia Limited as at 31st March, 2009 and also the Profit & Loss account 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 auditing standards generally accepted in India. Those standards require that we plan perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure 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 on basis of such checks of the books and records of the Company as we considered appropriate and according to the information given to us during the course of audit, we enclose separate Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of teh said Order to the extent applicable.

4. Further to our comments in the Annexure referred to above, We state that :

(a) 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.

(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 such books.

(c) The report on the accounts of Mumbai Branch audited by the Branch Auditors has been forwarded to us and has been dealt with by us in preparing this report.

(d) The Balance Sheet and Profit & Loss Account referred to in his report are in agreement with the books of account.

(e) In our opinion the Balance Sheet and Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to sub-section (3 C) of section 211 of the Companies Act, 1956 to the extent applicable.

(f) On the basis of written representation received from the directors as on 31st March, 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

(g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with significant accounting policies and notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(i) in the case of the Balance Sheet, of the state of affairs of Company as at 31st March, 2009

(ii) in the case of Profit & Loss Account, of the loss for the year ended on the date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNT FOR THE YEAR ENDED ON 31st MARCH, 2009

1 (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us, all the fixed assets have been physically verified by the management during the year and there was regular program of verification which in our opinion is reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.

(c) The company has not been disposed off any fixed assets during the year.

2 (a) As explained and informed to us, the inventory of finished serials, stores, spares and raw materials has been physically verified during the year by the management at reasonable intervals.

(b) In our opinion according to the information and explanations given to us, the procedures of the physical verification of inventories followed by the management are reasonable and adequate in relation to size of the company and the nature of its business.

(c) The Company has maintained proper records of inventories. As explained to us there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3 (a) According to the information and explanations given to us, the company has taken unsecured loans from the directors and other parties listed in the register in the maintained under section 301 and/ or the companies under same management as defined under sub section (IB) of section 370 of the Companies Act, 1956. In our opinion the terms and conditions of such loans are not prima facie prejudicial to the interest of the company.

(b) According to the information and explanations given to us, the Company has granted loans and advances to the companies, firm or other parties listed in the register in the maintained under section 301 and/or the companies under same management as defined under sub-section (IB) of section 370 of the Companies Act, 1956. In our opinion the terms and conditions of such loans are not prima facie prejudicial to the interest of the company.

(c) According to the information and explanations given to us, the parties to whom interest free advances in the nature of loan has been given are repaying the principal as stipulated.

(d) The company have been advances in the nature of loans to some parties, However, as explained to us, there is no stipulated as to payment of interest and repayment of principal.

4 In our opinion and according to the information and explanations given to us there are adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchase of serials / films, raw materials including components, fixed assets and other assets and with regard to the sale of goods, serials / films. During the course of our audit, we have not observed and major weaknesses in internal controls.

5 In our opinion and according to the information and explanations given to us, there were no transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs. 5 lakhs or more in respect of any parties.

6 The company has not accepted any deposits from the public as defined under sections 58-A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

7 As explained and informed to us, the company has not have a formal internal audit system. However, in our opinion and as per the explanation given to us its internal control procedure involve reasonable internal checking of its transactions.

8 To the best of our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the Company.

9 (a) According to the information and explanations given to us and on the basis of our examination of books of accounts, the provisions related to Provident Fund, Investor protection fund, Employees State Insurance does not apply to the company during the year.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax. wealth tax, sales tax, customs duty and excise duty were outstanding, as at last day of the financial year concerned for a year of more than six months from the date they became payable.

10 In our opinion the accumulated losses of the company at the end of the financial year are not more than the 50% of its net worth.

11 According to the information and explanations given to us and on the basis of our examination of books of accounts, the company has not taken any loan from the financial institutions, banks or debenture holders. Therefore, provisions of clause 4(xi) of the order is not applicable to the company.

12 According to the information and explanations given to us, the company has not granted and loans and advances on the basis of pledge of shares, debentures and other securities, Therefore provisions of clause 4(xii) of the Order is not applicable to the company.

13 According to the information and explanations given to us, the company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, provisions of clause 4(xiii) of the Order is not applicable to the Company.

14 According to the information and explanations given to us the company is not dealing or trading in shares, securities, debentures or other investments. Therefore, provisions of clause 4(xiv) of the Order is not applicable to the Company.

15 According to the information and explanations given to us. The company has not given any guarantee for loans taken by others from banks and financial institutions. Therefore, provisions of clause 4(xv) of the Order is not applicable to the Company.

16 According to the information and explanations given to us, the company has not taken any loans during the year.

17 According to the information and explanations given to us and on and overall examination of the balance sheet of the company, we have not come across any instance where funds raised during the year on short- term basis have been used for long-term investment and vice versa.

18 During the year, the company has not made any preferential allotment of shares to the parties and companies covered in there.

19 The company has not issued any debentures during the year. Therfore, provisions of clause 4 (xix) of the Order is not applicable to the company.

20 The company has not raised any money by way of public issue during the year. Therefore, provisions of clause 4 (xx) of the Order is not applicable to the company.

21. According to the information and explanations given to us, no fraud on or by the company, has been noticed or reported during the year.

For P. D. AGRAWAL & CO.

Chartered Accountants

Sd/-

Place : Kanpur (Tarun Gupta)

Date : 30/08/2009. Partner

M. No. 077468