Esha Media Research Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

1. We have audited the accompanying financial statements of Esha Media Research Limited (“the
Company") which comprise the Balance Sheet as at 31^s1 March, 2025, the 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 a summary of material accounting policies and other
explanatory information (hereinafter referred to as “financial statements”).

2. In our opinion and to the best of our information and according to the explanations given to us, except
for the possible effects of the matters described in the Basis for Qualified Opinion Paragraph, the
aforesaid 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 (Ind
AS) prescribed under section 133 of the Act and other accounting principles generally accepted in India,
of the state of affairs of the Company as at 31^si March, 2025, the loss and total comprehensive income,
changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

3. As stated in note 18.1 of notes to the financial statements, there is outstanding interest free unsecured
loan liability of Rs.769.68 lakhs as on balance sheet date. These loan amounts were mainly borrowed in
past period (detailed ageing of outstanding loan is not available) from the ex-director and member of the
Company. Based on the information and explanation given to us, the Company is in process of discussion
with the ex-director and member for waiver of loan liability and the final settlement is expected to be
completed in the next financial year. Pending final settlement, balance confirmation for outstanding loan
liability as at balance sheet date are obtained from the Company.

The above loan liability includes (a) INR 71.65 lakhs received (net of repayment of INR 91.36 lakhs) post
cessation of directorship and (b) INR 98.50 lakhs representing loan amounts from member taken under
erstwhile Companies Act, 1956 and not repaid to that member as per the transition provision under the
Act.

In regard to the loan liability, the Company is in the process of regularizing the non-compliances with
section 73 and 74 of the Act.

Considering the above, our opinion on financial statement for the year ended 31^st March, 2025 is qualified
and the financial impact will be given in the books of account when the matter is resolved. This matter
was qualified by us in our limited review reports for nine-months ended 31^st December, 2024.

4. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India
together with the ethical requirements that are relevant to our audit of the financial statements under the
provisions of the Act and the Rules thereunder, and we have fulfilled our ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Material uncertainty related to going concern

5. Attention is invited to note 54 of notes to the financial statements which indicate that the Company has
incurred loss during the current year as well as in the previous years, current liabilities are higher than its
current assets and its net worth is negative as on 31^s1 March, 2025. These conditions indicate the
existence of a material uncertainty that may cast doubt about entity’s ability to continue as a going
concern. The Company has received commitment from the promoters / management for infusing the
funds as and when required for any working capital requirement or any other shortfall that may arise.
Accordingly, the financial statements are prepared on a going concern basis. Our opinion is not modified
in respect of the above matter. Attention was also drawn by us in our limited review report for nine-months
ended 31^s1 December, 2024.

Emphasis of Matters (EOM)

6. Attention is invited to note 37 of notes to the financial statements which states that income tax expenses
for the year comprises of (a) old income tax refund receivable of Rs.80.65 lakhs which are written off and
(b) provision of Rs.177.57 lakhs made as per application under the Direct Tax Vivad Se Vishwas Scheme
(DTVSV) 2024.

Our opinion is not modified in respect of the above matter. Attention was also drawn by us in our limited
review report for nine-months ended 31^st December, 2024.

7. Attention is invited to note 32 of notes to the financial statement which states that the Company is in the
process of regularizing the non-compliances mentioned in the Secretarial audit report issued by the
Company Secretary on 22^nd July, 2024 for the financial year 2023-24. In the opinion of the management,
these are procedural matters and it does not expect any significant outflow on account of such
regularizations.

Our opinion is not modified in respect of the above matter
Key Audit Matter

8 Except for the matters described in the Basis for Qualified Opinion paragraph and Material Uncertainty
Related to Going Concern, we have determined that there are no key audit matters to communicate in
our independent auditor''s report.

Information other than the financial statements and Auditor’s Report Thereon

9. The Company’s Board of Directors is 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 Annexures to Board’s Report and Shareholder’s information, but does not include the
financial statements and our independent auditor’s report thereon. These reports are expected to be made
available to us after the date of this independent auditor''s report.

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

In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained during the course of our audit or otherwise appears to be materially
misstated.

When we read these reports, if we conclude that there is a material misstatement therein, we are required
to communicate the matter to those charged with governance.

Responsibilities of Management and Board of directors for the Financial Statements

10 The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with
respect to the preparation of the financial statements that give a true and fair view of the financial position,
financial performance, total comprehensive income, changes in equity and cash flows of the Company in

_t accordance with the Ind AS and 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 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 management and the Board of Directors are responsible for
assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless the Board of Directors either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the audit of the financial statements

11 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. Linder section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the Company has adequate internal financial controls with
respect to financial statements 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 the management.

• Conclude on the appropriateness of management and Board of Directors use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company''s ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Company to
cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the 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.

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

Other matter

12. The financial statements of the Company for the year ended 31^st March, 2024 were audited by another
auditor whose report dated 27^th May, 2024 expressed an unmodified opinion. We have relied on the said
financial statement for the purpose of confirming the opening balances of assets, equity and liabilities as
on 1^sl April, 2024 in respect of the year under audit. Our opinion is not modified in respect of the above
matter.

Report on Other Legal and Regulatory Requirements

13 As required by the Companies (Auditor''s Report) Order, 2020 (the “Order") issued by the Central
Government of India in terms of Section 143(11) of the Act, we give in the “Annexure I" a statement on
the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

14. As required by Section 143(3) of the Act. we report that:

a. Except for the matters stated in the Basis of Qualified Opinion paragraph 7 in EOM and as stated
below in paragraph 14(f), 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. Except for the possible effects of the matters stated in the Basis of Qualified Opinion paragraph and
matters stated in the paragraph 14(j)(vi) below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014, 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 including Other Comprehensive Income,
Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in
agreement with the books of account;

d. Except for the possible effects of the matters stated in the Basis of Qualified Opinion paragraph, in
our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133
of the Act;

e. In our opinion, the matters described in the Basis for Qualified Opinion paragraph and going concern
matter described in Material Uncertainty Related to Going Concern paragraph above, may have an
adverse impact on the functioning of the Company.

f. Subject to the matter described in Basis for Qualified Opinion paragraph, on the basis of the written
representations received from the directors as on 31^st March 2025, taken on record by the Board of
Directors, none of the directors are disqualified as on 31^st March 2025 from being appointed as a
director in terms of Section 164(2) of the Act except in case of one director whose representation is
pending to be received;

g. The qualification relating to the maintenance of accounts and other matters connected therewith are
already stated in the basis for qualified opinion paragraph and paragraph 14(b) above on reporting
under Section 143(3)(b) of the Act and paragraph 14(j)(vi) below on reporting under Rule 11(g) of
the Companies (Audit and Auditors) Rules, 2014;

h. With respect to adequacy of internal financial controls with reference to financial statements of the
Company and operating effectiveness of such controls, refer to our separate report given in
“Annexure II”. Our report expresses a qualified opinion on the adequacy and operating effectiveness
of the Company’s internal financial controls with reference to financial statements;

i. 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:

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 Whole-time director during the year is in accordance with
the provisions of Section 197 read with Schedule V to the Companies Act; and

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

i. The Company does not have any pending litigation which would impact its financial position.
Also refer Emphasis of Matters paragraph 6 and note 30 and 37 of notes to the financial
statements.

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

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

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds
have been advanced or loaned or invested (either from borrowed funds or share premium or
any other sources or kind of funds) by the Company to or in any other person or entity, including
foreign entity (“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:

(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 entity
(“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;

(c) Based on the audit procedures 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 (i) and (ii) of Rule 11 (e), as provided under (a) and (b) above,
contain any material misstatement. Also, refer note 46 of notes to the financial statements.

v. The Company has not declared or paid dividend during the year. Hence our comments on
compliance with section 123 of the Companies Act, 2013 do not arise

vi. Based on our examination which included test checks, the Company has used an accounting
software for maintaining its books of account which has a feature of recording audit trail (edit
log) facility however the same has been operated from 18th November, 2024 for all transactions
recorded in the software. Further, during the course of our audit we did not come across any
instance of audit trail feature being tampered with. Since the audit trail feature was enabled
during the year, our comment on preservation of audit trail for financial year 2023-24 does not
arise.

For N. A. Shah Associates LLP

Chartered Accountants

Firm''s Registration No.: 116560W/W100149

Bhavin Kapadia

Partner

Membership No : 118991

UDIN: 25118991BMJHPP5762

Place: Mumbai

Date: 28th May, 2025

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Mar 31, 2024

We have audited the accompanying financial statements of Esha Media Research Limited (“the
Company”), which comprise the Balance Sheet as at 31 March 2024, and the Statement of Profit
and Loss (including Other Comprehensive Income), and the Statement of Cash Flows and the
Statement of changes in equity for the year ended on that date, and notes to the financial statements,
including a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us. the
aforesaid Financial Statements give the information required by the Companies Act. 2013 (“The
Act”) in the manner so required and give a true and fair view in conformity with other accounting
principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024,
and its profit, total comprehensive income, its cash flows and the changes in equity for the year
ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing
specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are
further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section
of our report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (IC.AI) together with the independence requirements that
are relevant to our audit of the financial statements under the provisions of the Act and the Rules
made there under, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion.

Key Audit Matters

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

Information other than the Financial Statements and Auditor’s Report Thereon

• The Company’s Board of Directors is 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 financial statements and our
auditor’s report there on.

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

• In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained during the course of our audit or otherwise
appears to be materially misstated.

• If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the financial
statement

The Companv''s Board of Directors is responsible for the matters stated in section 134(5) of the
Act with respect to the preparation of these financial statements that give a true and fair view
of the financial position, financial performance including other comprehensive Income, cash
flows and statement of changes of equity of the Company in accordance with the accounting
principles generally accepted in India, including the Indian Accounting Standards (Ind AS )
referred to in Section 133 of Companies Act 2013 read with Companies ( Indian Accounting
Standards ) Rules 2015 as amended.

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.

In preparing the financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.

The 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 financial controls relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under section 143(3)(i)
of the Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls 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 achieves fair presentation.

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

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

From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. 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 section 143(3) of the Companies Act 2013, 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 appears from our examination of those books.

c) The Balance Sheet and Statement of Profit and Loss including Other Comprehensive
Income, the Cash flow Statement and the statement of changes in equity dealt with by
this Report are in agreement .with the books of account.

// ¦s''''"

d) In our opinion, the aforesaid financials comply with the Accounting Standards specified
under of Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies
(Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on March 31, 2024,
and 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 sub section (2) of section
164 of the Companies Act, 2013.

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 A”; Our report expresses an unmodified opinion on the adequacy and
operating effectiveness on 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, 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 litigation on its financial
position in its financial statements.

ii. The Company does not have any derivatives contracts. Further there are no long
term contracts for which provisions for any material foreseeable losses is required
to be made.

iii. There are no amounts pending that are required to be transferred to Investor
Education and Protection Fund.

iv. (a) The management has represented, to the best of their knowledge and belief,
other than as disclosed in the notes to the accounts, no funds have been advanced
or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the company to or in any other person(s) or
entity(ies), including foreign entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intennediary 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;

(b) The management has represented, to the best of their 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 entityfies), 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

(c) Based on the audit procedures performed by us, which has 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 (i) and (ii)
of rule 11(e) as provided under (a) and (b). contain any material mis-statement.

v. The company hasn’t declared any Dividend for the current year.

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

2. As required by the Companies (Auditor’s Report) Order, 2020, issued by the department of
company affairs, in terms of section 143 (11) of the companies Act, 2013, we give in the
“Annexure B” a statement on the matters specified in paragraph 3 and 4 of the Order, to the extent
applicable.

For NSVR & ASSOCIATES LLP.

Chartered Accountants
FRN No.008801S/S200060

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I/- 6-f rjUouD

V Gangadhara Rao N
Partner

Membership Number: 219486
UDIN: 24219486BKFAZN5476

Date: 27 May 2024
Place: Hyderabad

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Mar 31, 2023

INDEPENDENT AUDITOR’S REPORT

To the members of Esha Media Research Limited
Report on the Audit of the Financial Statements
Opinion

We have audited the accompanying financial statements of Esha Media Research Limited (“the
Company”), which comprise the Balance Sheet as at 31 March 2023, and the Statement of Profit
and Loss (including Other Comprehensive Income), and the Statement of Cash Flows and the
Statement of changes in equity for the year ended on that date, and notes to the financial statements,
including a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid Financial Statements give the information required by the Companies Act, 2013 (“The
Act”) in the manner so required and give a true and fair view in conformity with other accounting
principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023,
and its profit, total comprehensive income, its cash flows and the changes in equity for the year
ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing
specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section
of our report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (ICAI) together with the independence requirements that
are relevant to our audit of the financial statements under the provisions of the Act and the Rules
made there under, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion.

• The Company’s Board of Directors is 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 financial statements and our
auditor’s report there on.

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

• In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained during the course of our audit or otherwise
appears to be materially misstated.

• If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the financial
statement

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the
Act with respect to the preparation of these financial statements that give a true and fair view
of the financial position, financial performance including other comprehensive Income, cash
flows and statement of changes of equity of the Company in accordance with the accounting
principles generally accepted in India, including the Indian Accounting Standards (Ind AS )
referred to in Section 133 of Companies Act 2013 read with Companies ( Indian Accounting
Standards ) Rules 2015 as amended.

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 Responsibilities for the Audit of the Financial Statements

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

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

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

• Obtain an understanding of internal financial controls relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under section 143(3)(i)
of the Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls 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.

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

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

Report on Other Legal and Regulatory Requirements

1. As required by section 143(3) of the Companies Act 2013, 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 appears from our examination of those books.

c) The Balance Sheet and Statement of Profit and Loss including Other Comprehensive
Income, the Cash flow Statement and the statement of changes in equity dealt with by
this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financials comply with the Accounting Standards specified
under of Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies
(Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on March 31, 2023,
and taken on record by the Board of Directors, none of the directors is disqualified as on
March 31, 2023, from being appointed as a director in terms of sub section (2) of section
164 of the Companies Act, 2013.

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 A”; Our report expresses an unmodified opinion on the adequacy and
operating effectiveness on the Company’s internal financial controls over financial
reporting.

i. The company has disclosed the impact of pending litigation on its financial
position in its financial statements.

ii. The Company does not have any derivatives contracts. Further there are no long
term contracts for which provisions for any material foreseeable losses is required
to be made.

iii. There are no amounts pending that are required to be transferred to Investor
Education and Protection Fund.

iv. (a) The management has represented, to the best of their knowledge and belief,
other than as disclosed in the notes to the accounts, no funds have been advanced
or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the company to or in any other person(s) or
entity(ies), including foreign entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, whether,
directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented, to the best of their 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

(c) Based on the audit procedures performed by us, which has 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 (i) and (ii)
of rule 11(e) as provided under (a) and (b), contain any material mis-statement.

v. The company hasn’t declared any Dividend for the current year.

2. As required by the Companies (Auditor’s Report) Order, 2020, issued by the department of
company affairs, in tenns of section 143 (11) of the companies Act, 2013, we give in the
“Annexure B” a statement on the matters specified in paragraph 3 and 4 of the Order, to the extent
applicable.

For NSVR & ASSOCIATES LLP,

Chartered Accountants
FRN No.008801S/S200060

V- CA, ofimW* )*)]

V Gangadhara Rao N
Partner

Membership Number: 219486
UDIN: 23219486BGQCVY9917

Date: 29 May 2023
Place: Hyderabad

---

Mar 31, 2015

Report on the Financial Statement

We have audited the accompanying financial statements of ESHA MEDIA RESEARCH LIMITED ("the company"), which comprise the Balance Sheet as at March 31,2015, and the Statement of Profit and Loss for the year 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 and financial performance 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 of 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 qualified audit opinion.

Report on Other Legal and Regulatory Requirements

1. 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, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. As required by the 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 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 those books;

c) The balance sheet and profit and loss account dealt with by 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 in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors, as on March 31, 2015 we report that none of the directors are disqualified as on March 31,2015 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

As required by the Companies (Auditors Report) Order 2003 issued by the Central Government in terms of Section 227 (4A) of the Companies Act 1956, we report on the matters specified in paragraph 4 of the said order to the extent applicable to the company.

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) These fixed assets have been physically verified by the management at reasonable intervals and in our opinion no material discrepancies were noticed on such verification.

(c) The company did not sell or dispose off substantial part of fixed assets during the year.

(ii) The Company is a Service Company, primarily rendering data exchange Services. Accordingly it does not hold any Inventories. Thus, paragraph 4(ii) of the Order is not applicable.

(iii) (a) The company has granted & has also taken loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 3 01 of the Act.

(b) The rate of interest and terms and condition of such loans are prima facie not prejudicial to the interest of the company.

(iv) In our opinion and according to the explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of fixed assets and for the sale of goods and services. There is no continuing failure to correct major weaknesses in internal control systems.

(v) In our opinion and according to information and explanations given to us, there is no such transaction made in pursuance to a contract or arrangement maintained u/s section 301 of The CompaniesAct, 1956.

(vi) The company has not accepted any deposits from the public and the provisions of sections 5 8 A and 58AAof the Act and the rules framed there under do not apply.

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

(viii) The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for the products manufactured and/or services rendered by the company.

(ix) (a) According to the information & explanation given to us & on the basis of our examination of the records of the company, amounts deducted/ accrued in the books of accounts in respect of undisputed statutory dues has been deposited with the respective government authorities. However the Company is irregular in depositing the statutory dues on time.

(b) According to the information & explanation given to us the following dues of Income Tax, Sales Tax & Service Tax have not been deposited by the Company on account of dispute:

Name of Amount Period to which Forum where Name of the Statute the Dues (in Rs.) the Amt Relates dispute is Pending

INCOME TAX Demand U/s 81,83,983/- A.Y. 2011-12 CIT (Appeals)- ACT, 1961 143(3) Hyderabad

SALES TAX VAT 46,56,878/- A.Y. 1993-94, AP.High Court & 1995-96,1996-97, Sales Tax Appellate 2002-03,2003-04, Tribunal 2004-05

(x) There are accumulated losses as at the end of the financial year and the company has not incurred any cash losses for the year and in the immediately preceding financial year.

(xi) The company has not taken any loans from financial institutions or bank and hence this clause does not apply.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund / a nidhi / mutual benefit fund / society. Therefore the provisions of clause 4(xiii) of the Companies (Auditor Report) Order, 2003 are not applicable to this company.

(xiv) The company is not dealing or trading in shares, securities, debentures and other investments hence the provision regarding proper records is not applicable to the company.

(xv) As informed to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) As informed to us, the Company has not taken any term loans during the financial year and hence this clause does not apply.

(xvii) According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that no funds were raised on short-term basis and hence this clause does not apply.

(xviii) According to the information and explanation given to us, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

(xix) According to the information and explanation given to us, during the period of our audit report the company has not issued any Debentures.

(xx) The company has not raised any money by public issues during the current financial year hence no such disclosure is required.

(xxi) According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For, Dhakad & Co.

Chartered Accountants

Amrit Dhakad

(Proprietor)

Date : 15/05/2015 Membership No.: 137579

Place : Mumbai

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Mar 31, 2014

We have audited the financial statement of Ms ESHA MEDIA RESEARCH LTD (''the company'') which comprises the Balance Sheet as at 31st March, 2014, the Profit And Loss Account and the Cash Flow statement for the year ended 31st March, 2014 and 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 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 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.

Auditors Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amount and the disclosures in the financial statements. The procedures selected depend upon the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due fraud or error. In making those risk assessment, 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 accounting principles used and reasonableness of the accounting estimates made by the management as well as evaluating the overall financial statement presentation.

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 knowledge and according to the explanations given to us, except for the effects of the matter specified in the basis for qualified opinion paragraph, the financial statements give the information required by 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, 2014,

ii) in the case of Statement of Profit & Loss, the profit or loss for the year ended on that date, and

iii) in the case of 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 (Auditors Report) Order, 2003, as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 we give in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

b) In our opinion, proper Books of Accounts as required by law have been kept by the company so far as appears from our examination of such books.

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

d) In our opinion , the Profit and Loss account, Balance Sheet, Cash Flow Statement comply with the mandatory accounting standards referred to in Section 211 (3C) of the Companies Act 1956.

e) On the basis of the written representations received from the Directors, as on March 31, 2013, and taken on record by the Board of Directors, we report that none of the directors of the Company are disqualified as on March 31 st, 2014 from being appointed as a director, in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

For, JAYESH R SHAH & ASSOCIATES JAYESH R SHAH Chartered Accountants (Proprietor) Firm Reg. No. - 116088W Membership No.: 100652

Date : Place: Mumbai

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Mar 31, 2013

Report On Financial Statements

We have audited the financial statement of Ms ESHA MEDIA RESEARCH LTD (''the company'') which comprises the Balance Sheet as at 31st March , 2013, the Profit And Loss Account and the Cash Flow statement for the( year ended 31st March, 2013 and 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 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 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.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. These 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 of material misstatement whether due to fraud or error.

An audit involves performing procedures to obtain audit evidence about the amount and the disclosures in the financial statements. The procedures selected depend upon the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due fraud or error. In making those risk assessment, 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 accounting principles used and reasonableness of the accounting estimates made by the management as well as evaluating the overall financial statement presentation.

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 knowledge and according to the explanations given to us , except for the effects of the matter specified in the basis for qualified opinion paragraph, the financial statements give the information required by 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 31sMarch,2013,

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

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

Report On Other Legal And Regulatory Requirements

l.As required by the Companies (Auditors Report) Order, 2003, as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 we give in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

b) In our opinion, proper Books of Accounts as required by law have been kept by the company so far as appears from our examination of such books.

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

d) In our opinion , the Profit and Loss account, Balance Sheet, Cash Flow Statement comply with the mandatory accounting standards referred to in Section 211 (3C) of the Companies Act 1956.

e) On the basis of the written representations received from the Directors, as on March 31, 2013, and taken on record by the Board of Directors, we report that none of the directors of the Company are disqualified as on March 31st, 2013 from being appointed as a

f) director, in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS'' REPORT OF EVEN DATE TO THE MEMBERS OF "M/S ESHA MEDIA RESEARCH LTD." ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH 2013.

On the basis of representations received from the management and according to the explanation given, information furnished to us and on the basis of scrutiny of books and records, we are of the opinion that:

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. These Fixed Assets have been physically verified during the year at regular intervals as confirmed by the management. No material discrepancies were noticed on such verification.

(b) During the year, the Company has not disposed off a major or substantial part of fixed assets during the year so as to affect the going concern status of the Company

ii. (a) The Inventory has been physically verified by the Management at the end of the year.

(b) The procedures of physical verification of inventory 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 maintaining proper records of inventory. No material discrepancies have been noticed on physical verification of inventory.

iii. (a) The Company has granted and has also taken loans, secured or unsecured to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.

(b) The rate of interest and other terms and conditions of loan given or taken by the Company, secured or unsecured, are prima facie not prejudicial to the interests of the Company.

(c) The Receipts/Payments of principal and interest are regular.

(d) Reasonable step have not been taken by the Company for recovery/payment of the principal and interest, where the overdue amount is more than One Lacs.

iv. There is an adequate inventory control procedure commensurate with the size of the Company and nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. There is no continuing failure to correct major weaknesses in internal control.

v. (a) Particulars of Contracts or Arrangements referred to in Section 301 of the Act have been entered in the Register required to be maintained Under Section 301

(b) There are transactions of purchase or sale of goods, material and services made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act, 1956 which have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. The company has not accepted any deposits from the public within the meaning of section 58A and 5 8 AA of the Act and the rules framed there under.

vii. The Company has no formal internal audit system commensurate with the size of the Company and nature of its business at any time during the period under Review.

viii. The maintenance of Cost Records has not been prescribed by the Central Government under section 209

(1) (d) of the Companies Act 1956 and rules made there under.

ix. For the Assessment years 2003-2004,2004-2005 and 2006-2007 in the Income Tax Assessments of the company, the assessing authority has made certain additions and adjusted the taxable income against the brought forward business losses and unabsorbed depreciation and no demand was raised. The company has appealed against the additions. The appeals are pending with the Income Tax Appellate, Hyderabad.

For the AY 2007-08 the company has received a demand notice for Rs.2,34,047/- from the Income Tax Authority. The company has not provided for the same in the books of account on the ground that once the Income Tax Appellate Tribunal Order are decided in the favour of the company sufficient brought forward losses will be available to absorbed the taxable income of A.Y.2007-08.

For the AY 2008-09 the company had appealed before CIT(A) against the demand notice of Rs.89,30,803/- where CIT(A) has partly allowed the appeal whereby the additions made by the AO to the extent of Rs. 1,29,24,336/- has been deleted by the CIT(A), additions of Rs.31,037217- has been rectified by the AO and for the remaining additions of Rs.5928224/- the company has filed an appealed before the Income Tax Appellate Tribunal. The company has not provided for the same in the books of account on the ground that once the Income Tax Appellate Order are decided in the favour of the company sufficient brought forward losses will be available to absorbed the taxable income ofA.Y.2008-09. Company has deposit of Rs. 2711537.

For the AY 2010-11 the company has received a demand notice for Rs. 1,67,56,140/- from the Income Tax Authority. The company has not provided for the same in the books of account on the ground that once the Commissioner of Income Tax (Appeals) Order are decided in the favour of the company sufficient brought forward losses will be available to absorbed the taxable income ofA.Y.2010-11.

Sales Tax dues relating to the periods 1993-94,1995-96,1996-97,2002-03,2003-04 and 2004- 05 amounting to Rs. 46,56,878/- have not been deposited on account of disputes and the matter is now pending with A P High court and Sales Tax Appellate Tribunal. Company has deposit with sales tax department of Rs. 11,87,729.

x The company has accumulated losses as at 31 March,2013 and it has not incurred any cash losses during the Financial Year ended on that date.

xi. The Company has not defaulted in repayment of dues to any financial institution/s and/ or Bank/s and / or Debenture holders as at the balance sheet date.

xii. The Company has not granted any Loans and Advances on the basis of Security by way pledge of Shares, Debentures and other securities. Hence, the provisions as to whether the adequate documents and records are maintained and to point out the deficiencies, if any in this regard are not applicable.

xiii. The Company is not a Chit fund or Nidhi/mutual Benefit Fund/Society. Hence the provisions of any special statute applicable to Chit fund/Nidhi/Mutual benefit fund/ Societies are not applicable to the company.

xiv. The Company is not dealing in or trading in Shares, Securities, Debentures and other investments. Hence, the provisions of Clause 4 (xiv) of the Companies (Auditor''s report) order, 2004 are not applicable to the Company.

Xv. As informed to us, The Company has not given any guarantee for loans taken by others from Bank or Financial Institution. Accordingly, the provisions as to whether the terms & conditions in respect thereof are prejudicial to the interest of the Company are not applicable.

xvi. According to the information & explanation given to us, no new loan is applied for.

xvii. On an overall examination of the Balance Sheet of the Company, we report that, the company has not used funds raised on short-term basis for Long Term investment.

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

xix. The company has not issued any debentures during the year

xx. The Company has not raised any money by public issue. Hence the provisions as to whether the management has disclosed on the end use of money raised by public issue and the same has been verified are not applicable.

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

Date: 28.05.2013 For JAYESH R SHAH & ASSOCIATES

Chartered Accountants

Place: Mumbai JAYESH R SHAH

(Proprietor)

M.No. 100652

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Mar 31, 2011

We have audited the attached Balance Sheet of M/s. LASER DOT LIMITED, as at 31st March, 2011 and also the Profit & Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These Financial Statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these Financial Statements based on our Audit.

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

I. 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, we report that:

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

b) The management has conducted the physical verification of fixed assets during the year under audit, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) The company has not disposed substantial part of the fixed assets during the year under audit.

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

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

c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained U/Sec.301 of the Act. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained U/Sec.301 of the Act. Hence the provisions of clause (b), (c), (d), (f) and (g) of paragraph 4(iii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

iv) 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 the purchases of inventory, fixed assets and with regard to the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered in the register maintained U/ Sec.301 of the Companies Act, 1956 have been so entered. In our opinion and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) The company has not accepted any deposits from the public. Accordingly, the provisions of clause 4(vi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

vii) As per the information and explanations given to us by the Management, the company's internal control procedure together with the internal checks conducted by the Management staff during the year can be considered as an internal audit system commensurate with the size and nature of its business.

viii) According to the information and explanations given to us, maintenance of cost records U/Sec. 209(1) (d) the Companies Act, 1956 have not been prescribed by the Central Government for the company.

ix) a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax and Sales Tax and any other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed statutory dues applicable to it were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, sales tax dues relating to the periods 1993-94,1995-96,1996-97,2002-2003,2003-2004 and 2004-2005 amounting to Rs.46,56,878/- have not been deposited on account of disputes and the matter is now pending with A P High Court and Sales Tax Appellate Tribunal.

x) In our opinion, the company has accumulated losses exceeding fifty percent of its net worth at the end of the year. The company has not incurred cash loss during the financial year covered by our audit and the company has incurred cash loss in the immediately preceding financial year.

xi) The company has not defaulted in repayment of dues to financial institutions or banks. The company does not have any borrowings by way of debentures. Accordingly, the provisions of clause 4(xi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xxii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xiii) In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/ Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions. Accordingly, the provisions of clause 4(xv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xvi) The company has not obtained any term loans from banks and financial institutions during the year under audit.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term purpose.

xviii)According to the information and explanations given to us, the company has not made any preferential allotment of shares to the parties and companies covered in the register maintained U/Sec.301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(xviii) of the Companies (Auditor's Report) Order are not applicable to the company.

xix) The company has not issued any debentures. Accordingly, the provisions of clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xx) During the current financial year under review and in the immediately preceding financial year the company has not raised any money byway of public issue and there was no unutilized money raised through public issues at the beginning of the period covered by the audit report. Accordingly, the provisions of clause 4(xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

II. Subject to above comments and notes forming part of accounts we further state that:

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

ii) In our opinion, proper books of account as required by Law have been kept by the Company, so far as appears from our examination of such books.

iii) The Balance Sheet, the Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956.

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

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

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

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

c) In the case of the Cash Flow Statement of the Cash Flows for the year ended on that date.

For AMAR & RAJU CHARTERED ACCOUNTANTS Firm Registration No: 000092S

(G. AMARANATHA REDDY) Partner Membership No: 19711

Place: Hyderabad Date : 30-07-2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/s. LASER DOT LIMITED, as at 31st March, 2010 and also the Profit & Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These Financial Statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these Financial Statements based on our Audit.

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

I. 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, we report that:

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

b) The management has conducted the physical verification of fixed assets during the year under audit, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) The company has not disposed substantial part of the fixed assets during the year under audit.

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

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

c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) During the year the company has not taken any loans secured or unsecured from parties covered in the register maintained U/Sec.301 of the Act. There are two Companies and one Trust covered in the register maintained U/Sec.301 of the Act to which the company has granted interest free unsecured loans in the earlier years and in the current financial year. The

maximum amount involved during the year was Rs.1.27 crores. During the year the loan granted to Trust amounting to Rs.91.72 lakhs was considered as doubtful and provision has been created. The year end outstanding balance of loans granted in respect of one cornpany was Rs.3.94 lakhs. In the absence of specific terms and conditions, we are not in a position to comment on the sub-clauses b, c and d of clause-(iii) of paragraph-4 of the order.

iv) 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 the purchases of inventory, fixed assets and with regard to the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered in the register maintained U/ Sec.301 of the Companies Act, 1956 have been so entered. In our opinion and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) The company has not accepted any deposits from the public. Accordingly, the provisions of clause 4(vi) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

vii) The company does not have any internal audit system.

viii) According to the information and explanations given to us, maintenance of cost records U/ Sec. 209(l)(d) the Companies Act, 1956 have not been prescribed by the Central Government for the company.

ix) a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax and Sales Tax and any other material statutory dues applicable to it with appropriate authorities

b) According to the information and explanations given to us no undisputed statutory dues applicable to it were outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, sales tax dues relating to the periods 1993-94,1995-96,1996-97,2002-2003,2003-2004 and 2004-2005 amounting to Rs.46,56,878/- have not been deposited on account of disputes and the matter is now pending with A P High Court and Sales Tax Appellate Tribunal.

x) In our opinion, the company has accumulated losses exceeding fifty percent of its net worth at the end of the year. The company has incurred cash loss during the financial year covered by our audit and company has not incurred cash loss in the immediately preceding financial year.

xi) The company has not defaulted in repayment of dues to financial institutions or banks. The company does not have any borrowings by way of debentures. Accordingly, the provisions of clause 4(xi) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xiii) In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/ Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions. Accordingly, the provisions of clause 4(xv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xvi) The company has not obtained any term loans from banks and financial institutions during the year under audit.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that funds raised on short-term basis to the extent of Rs.20.58 lakhs have been used for long-term purpose.

xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to the parties and companies covered in the register maintained U/Sec.301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(xviii) of the Companies (Auditors Report) Order are not applicable to the company.

xix) The company has not issued any debentures. Accordingly, the provisions of clause 4(xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xx) During the current financial year under review and in the immediately preceding financial year the company has not raised any money byway of public issue and there was no unutilized money raised through public issues at the beginning of the period covered by the audit report. Accordingly, the provisions of clause 4(xx) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

II. Subject to above comments and notes forming part of accounts we further state that:

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

ii) In our opinion, proper books of account as required by Law have been kept by the Company, so far as appears from our examination of such books.

iii) The Balance Sheet, the Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account.

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

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

vi) In our opinion and to the best of our information and according to the explanations given to us, the said Accounts give the information required by the Companies Act, 1956 in the manner so required, read together with notes there on 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 3 lsc March, 2010 and

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

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

For AMAR & RAJU

CHARTERED ACCOUNTANTS Firm Registration No: 000092S

(G. AMARANATHA REDDY) Partner Membership No: 19711

Place: Hyderabad

Date: 29-05-2010

---

Mar 31, 2009

We have audited the attached Balance Sheet of M/s. LASER DOT LIMITED, as at 31st March, 2009 and also the Profit & Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These Financial Statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these Financial Statements based on our Audit.

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

I. 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, we report that:

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

b) The management has conducted the physical verification of fixed assets during the year under audit, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) The company has not disposed substantial pan of the fixed assets during the year under audit.

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

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

c) The company is maintaining proper records of inventoty. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) During the year the company has not taken any loans secured or unsecured from parties covered in the register maintained U/Sec.301 of the Act. There are two Companies and one Trust covered in the register maintained U/Sec.301 of the Act to which the company has granted interest free unsecured loans in the earlier years and in the current financial year. The maximum amount involved during the year was Rs.1.29 crores and the year end outstanding balance of loans granted was Rs. 1.26 crores. In the absence of specific terms and conditions, we are not in a position to comment on the sub-clauses b, c and d of clause-(iii) of paragraph-4 of the order.

iv) 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 the purchases of inventory, fixed assets and with regard to the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered in the register maintained U/Sec.301 of the Companies Act, 1956 have been so entered. In our opinion and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) The company has not accepted any deposits from the public. Accordingly, the provisions of clause 4(vi) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

vii) The company does not have any internal audit system.

viii) According to the information and explanations given to us, maintenance of cost records U/ Sec. 209(1 )(d) the Companies Act, 1956 have not been prescribed by the Central Government for the company.

ix) a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insutance, Income Tax and Sales Tax and any other material statutory dues applicable to it with appropriate authorities

b) According to the information and explanations given to us no undisputed statutory dues applicable to it were outstanding as at 31st March, 2009 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, sales tax dues relating to the periods 1993-94, 1995-96, 1996-97, 2002-2003, 2003-2004 and 2004-2005 amounting to Rs.46,56,878/- have not been deposited on account of disputes and the matter is now pending with A P High Court and Sales Tax Appellate Tribunal.

x) In our opinion, the company has accumulated losses exceeding fifty percent of its net worth at the end of the year. The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

xi) The company has not defaulted in repayment of dues to financial institutions or banks. The company does not have any borrowings by way of debentures. Accordingly, the provisions of clause 4(xi) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xxii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4{xii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xiii) In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/ Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions. Accordingly, the provisions of clause 4(xv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xvi) The company has not obtained any term loans from banks and financial institutions during the year under audit.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet and cash flow statement or the company, we report that no funds raised on short-term basis have been used for long-term investment.

xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to the parties and companies covered in the register maintained U/Sec.301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(xviii) of the Companies (Auditors Report) Order are not applicable to the company.

xix) The company has not issued any debentures. Accordingly, the provisions of clause 4(xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xx) During the current financial year under review and in the immediately preceding financial year the company has not raised any money by way of public issue and there was no unutilized money raised through public issues at the beginning of the period covered by the audit report. Accordingly, the provisions of clause 4(xx) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

Subject to above comments and notes forming part of accounts we further state that:

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

ii) In our opinion, proper books of account as required by Law have been kept by the Company,so far as appears from our examination of such books.

iii) The Balance Sheet, the Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account.

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

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

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

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009 and

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

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

For AMAR&RAJU

CHARTERED ACCOUNTANTS

(G. AMARANATHA REDDY) Partner Membership No: 19711

Place: Hyderabad, Date: 02.09.2009