Auditor Report of Brightcom Group Ltd.

Mar 31, 2025

We have audited the accompanying standalone
financial statements of M/s. Brightcom Group
Limited ("the Company"), which comprises the
Balance Sheet as at March 31, 2025, the
Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Cash
Flows and the Statement of Changes in Equity for
the year then ended, and 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, except for the possible effects of the
matters described in the Basis for Qualified
Opinion section of our report, the aforesaid
standalone financial statements give the
information required by the Companies Act,
2013, as amended ("the Act") in the manner so
required and give a true and fair view in
conformity with the accounting principles
generally accepted in India, of the State of
Affairs of the Group as at March 31, 2025, its
Profit including other comprehensive income,
changes in Equity and its cash flows for the
year then ended.

Basis for Qualified Opinion

We conducted our audit of the standalone
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
Standalone Financial Statements section of our
report. We are independent of the Company in
accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India ICAI)
together with the independence requirements
that are relevant to our audit of the standalone
financial statements under the provisions of the
Act and the Rules made thereunder, and we

have fulfilled our other ethical responsibilities
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 on the standalone financial statements.

1) We cannot confirm the opening and closing

balances as they are subject to change. SEBI
vide its letter dated 13.04.2023 has ordered
company to undertake examination of its
financial statements for the period 2014-15 to
2021-22 by a peer-reviewed Chartered
Accountant, to ensure that the same are in
compliance with all the applicable accounting
standards and submit the statement of impact
of all the non-compliances. To this extent the
current year''s opening balances and
consequent effect on the closing balances
thereof are subject to the verification and
confirmation by the peer review auditor. (Refer
SEBI Order No

WTM/ASB/CFID/_4/25730/2023-24 point no
177(b))

2) The Company''s revenue is predominantly

derived from its foreign branch in the USA,
which constitutes a significant portion of its
financial performance. In this regard, we have
relied upon the financial statements of the said
foreign branch, which have been confirmed by
a Certified Public Accountant (CPA) in the USA.
No audit procedures with respect to the
financial statements of the foreign branch have
been carried out by us, and we have placed
reliance solely on the financial statements
confirmed by the US CPA.

3) Considering the SEBI''s Interim order cum

show-cause notice dated 13th April, 2023 we
have made the following observations:

a) As referred in Point No. 72, the company''s

investment in Ybrant Media Acquisition Inc,
one of the subsidiaries of the company has
negative equity/net worth indicating the
existence of an indicator of impairment. But the
company has neither impaired nor created any
provision against the value of Investments in
Ybrant Media Acquisition Inc.

b) As referred in Point No. 177[e] "the company"

has to disseminate the standalone financial

statements of each of its subsidiaries on its
website, for the period between FY 2014-15
and FY 2021-22.

c) The opening balances of Investments,
receivables and payables with related to
subsidiaries in standalone financial statements
are subject to the confirmation of peer review
auditor and due to its consequent effect, the
closing balances thereof are also subject to
variation.

d) The promotors shareholding is based on
available information and may change, as the
company has appealed against SEBI''s interim
order dated 22^nd August 2023 and subsequent
confirmatory order dated 28^th February 2024.
The proceedings are ongoing.

e) "The company" has still not made any provision
for impairment of investments of Rs.16,886.81
lakhs made in M/s Vuchi Media Private Limited
despite the fact that the proposed acquisition
transaction was revoked by both the parties and
have cancelled the definitive share purchase
agreement that was entered into. And also
1,40,70,000 equity shares allotted to M/s Vuchi
Media Private Limited are pending for cancellation
subject to the legal process completion.

4) SEBI has issued a show-cause notice and an
interim order dated 13-04-2023, observing
certain irregularities, followed by interim order
dated 22-08-2023 and confirmatory order
dated 28-02-2024. SEBI passed a final order
(WTM/AN/CFID/CFID_4/31187/2024-25)
dated 6th February, 2025 in relation to the
''Impairment of Assets'' case. The Company filed
a writ petition challenging the said order,
which had imposed penalties under various
provisions of the SEBI Act and the Securities
Contracts (Regulation) Act. The Hon''ble High
Court, upon perusal of the material on record,
observed that there was no substantive
evidence to justify the quantum of penalty
imposed. Consequently, the Court has granted
an interim suspension of the recovery of the
penalty, while the remaining provisions of the
SEBI order dated 06.02.2025 are pending
adjudication. It may be noted that SEBI had
earlier passed an interim order on 22nd
August, 2023, and subsequently, a
confirmatory order on 28th February, 2024 on
certain other matters. This confirmatory order
has been appealed by the company in SAT

through appeal number 474 of 2024. The same
is pending in SAT. we are not able to express
an opinion on above issues covered, due to its
pendency.

Emphasis of Matter Paragraph

1. With respect to Income Tax the company has
certain appeals pending with the authorities,
the outcome of which is not ascertained as on
the date of Balance Sheet.

2. The standalone Ind AS financial statements of
the Company for the year ended 31st March,
2024 are subject to variation pursuant to
SEBI''s observations/directions, which may
have a consequential effect on the closing
balances as at 31st March, 2025

3. Bank balances were verified to the extent of
bank statements and balances confirmations
provided to us.

Our opinion is not modified in respect of
above matters.

Information Other than the Standalone
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 standalone financial statements and
our auditor''s report thereon.

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

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

Management''s Responsibility for the
Standalone Financial Statements

The Company’s Board of Directors is

responsible for the matters stated in section
134(5) of the Act with respect to the
preparation of these standalone 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 accordance with
the Ind AS and other accounting principles
generally accepted in India. This responsibility
also includes maintenance of adequate
accounting records in accordance with the
provisions of the Act for safeguarding the
assets of the Company and for preventing and
detecting frauds and other irregularities;
selection and application of appropriate
accounting policies; making judgments and
estimates that are reasonable and prudent; and
design, implementation and maintenance of
adequate internal financial controls, that were
operating effectively for ensuring the accuracy
and completeness of the accounting records,
relevant to the preparation and presentation of
the standalone financial statements that give a
true and fair view and are free from material
misstatement, whether due to fraud or error.

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

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

Our objectives are to obtain reasonable
assurance about whether the standalone
financial statements as a whole are free from

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

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

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

• Obtain an understanding of internal 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 a
significant doubt on the Company''s ability to
continue as a going concern. If we conclude
that a material uncertainty exists, we are
required to draw attention in our auditor''s
report to the related disclosures in the
standalone financial

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

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

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

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

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
safe guards.

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

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor''s
Report) Order, 2020 ("the Order") issued by

the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we
give in the "Annexure A" a statement on the
matters Specified in paragraphs 3 and 4 of the
Order.

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

a) We have sought and except for the matters
described in the Basis for Qualified Opinion
Section, obtained all the information and
explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit of the accompanying
financial statements.

b) Except for the possible effects of the matter
described in the Basis for Qualified 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) Except for the possible effects of the matter
described in the Basis for Qualified Opinion, the
Balance Sheet, Statement of Profit and Loss
including Other Comprehensive Income, the
Statement of Cash Flows and the statement of
changes in equity dealt with by this Report are
in agreement with the books of account; as per
Companies (Audit and Auditors) Rules, 2014 as
amended.

d) Except for the possible effects of the matter
described in the Basis for Qualified Opinion, the
aforesaid standalone financial statements
comply with the Ind AS specified under Section
133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules,2014 as amended.

e) On the basis of the written representations
received from the directors as on March 31,
2025 taken on record by the Board of
Directors, none of the directors is disqualified
as on March 31, 2025 from being appointed as
a director in terms of Section 164 (2) of the Act.

f) The qualification relating to the maintenance of
accounts and other matters connected
therewith are as stated in the Basis for Qualified
Opinion Section.

g) With respect to the adequacy of the internal
financial controls over financial reporting of
the Company and the operating effectiveness of
such controls, refer to our separate Report in
"Annexure-B". Our report expresses Qualified
opinion on the adequacy and operating
effectiveness of the Company''s internal
financial controls over financial reporting.

h) 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, during the year, the
Company has paid / provided remuneration.

i) 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 has disclosed the pending
litigations which would have impact on its
standalone financial position.

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses as at 31^st March, 2025.

iii. Based on our examination, we have identified
the following non- compliances with the
relevant laws and regulations:

• The company has not declared any dividend
during the year.

• The Company has not transferred the
unclaimed dividend amount to the Investor
Education and Protection Fund even after
seven years.

iv. (a) The Management has represented that, to
the best of its knowledge and belief, no funds
have been advanced or loaned or invested
(either from borrowed funds or share premium

or any other sources or kind of funds) by the
Company to or in any other persons or entities,
including foreign entities ("Intermediaries"),
with the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, directly or indirectly lend or invest in
other persons or entities identified in any
manner whatsoever ("Ultimate Beneficiaries”)
by or on behalf of the Company or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

(b) The Management has represented that, to
the best of its knowledge and belief, no
funds have been received by the Company
from any persons or entities, including
foreign entities ("Funding Parties"), with the
understanding, whether recorded in writing
or otherwise, that the Company shall
directly or indirectly, lend or invest in other
persons or entities identified in any manner
whatsoever ("Ultimate Beneficiaries") by or
on behalf of the Funding Parties or provide
any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed
that have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused us to
believe that the representations in above
sub- clauses contain any material
misstatement.

(d) Total dividend of Rs. 3,402.28 lakhs is
pending for payment which pertains to
various financial years (Refer Notes to the
Financial statements)

The company does not maintain an audit trail
and edit-log system as per MCA Guidelines.

For P R Chandra & Co Chartered
Accountants

Firm Registration No: 018985S
CA P Ravi Chandra

Partner Membership No. 230754 UDIN:
25230754BMKULB4271

Place: Hyderabad Date: 01-09-2025

---

Mar 31, 2024

We have audited the accompanying standalone
financial statements of M/s. Brightcom Group
Limited ("the Company"), which comprises the
Balance Sheet as at March 31, 2024, the

Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Cash
Flows and the Statement of Changes in Equity for
the year then ended, and 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,
except for the possible effects of the matters
described in the Basis for Qualified Opinion
section of our report, the aforesaid standalone
financial statements give the information
required by the Companies Act, 2013, as
amended ("the Act") in the manner so required
and give a true and fair view in conformity with
the accounting principles generally accepted in
India, of the State of Affairs of the Group as at
March 31, 2024, its Profit including other

comprehensive income, changes in Equity and its
cash flows for the year then ended.

Basis for Qualified Opinion

We conducted our audit of the standalone
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 Standalone Financial
Statements section of our report.

We are independent of the Company in
accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India
ICAI) together with the independence
requirements that are relevant to our audit of
the standalone financial statements under the
provisions of the Act and the Rules made
thereunder, and we have fulfilled our other
ethical responsibilities 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 on the
standalone financial statements.

1) We cannot confirm the opening and
closing balances as they are subject to
change. SEBI vide its letter dated 13.04.2023
has ordered company to undertake
examination of its financial statements for the
period 2014-15 to 2021-22 by a peer-reviewed
Chartered Accountant, to ensure that the
same are in compliance with all the applicable
accounting standards and submit the
statement of impact of all the non¬
compliances. To this extent the current year''s
opening balances and consequent effect on
the closing balances thereof are subject to the
verification and confirmation by the peer
review auditor. (Refer SEBI Order No
WTM/ASB/CFID/_4/25730/2023-24 point no
177(b))

2) The company''s revenue is predominantly
derived from its foreign branch in the USA,
which represents a significant part of its
financial performance. To ensure this accuracy
we have relied on the financial statements of
the foreign branch in the USA which have been
confirmed by their Certified Public Accountant
(CPA).

1) Considering the SEBI''s Interim order cum
show-cause notice dated 13th April, 2023 we have
made the following observations:

a) As referred in Point No. 72, the company''s
investment in Ybrant Media Acquisition Inc, one
of the subsidiaries of the company has negative
equity/net worth indicating the existence of an
indicator of impairment. But the company has
neither impaired nor created any provision
against the value of Investments in Ybrant Media
Acquisition Inc.

b) As referred in Point No. 177[d], "the company"
has to appoint at least one independent director
on its board of directors as a director on the
board of directors of each of its material
subsidiaries within fifteen days of the date of its
order.

c) As referred in Point No. 177[e] "the company"
has to disseminate the standalone financial
statements of each of its subsidiaries on its
website, for the period between FY 2014-15 and FY
2021-22.

d) The opening balances of Investments,
receivables and payables with related to
subsidiaries in standalone financial statements
are subject to the confirmation of peer review
auditor and due to its consequent effect, the
closing balances thereof are also subject to
variation.

e) The promotors shareholding is based on
available information and may change, as the
company has appealed against SEBI''s interim
order dated 22nd August 2023 and subsequent
confirmatory order dated 28th February 2024. The
proceedings are ongoing.

a) "The company" has still not made any
provision for impairment of investments of
Rs.16,886.81 lakhs made in M/s Vuchi Media
Private Limited despite the fact that the proposed
acquisition transaction was revoked by both the
parties and have cancelled the definitive share
purchase agreement that was entered into.

And also 1,40,70,000 equity shares allotted to
M/s Vuchi Media Private Limited are pending
for cancellation subject to the legal process
completion.

1) SEBI has issued a show-cause notice and
an interim order dated 13-04-2023, observing
certain irregularities, followed by interim order
dated 22-08-2023 and confirmatory order
dated 28-02-2024. The company preferred
appeals against the show-cause notice dated
13-04-2023 and interim order dated 22-08¬
2023, vide appeal nos. 941 of 2023, 942 of 2023
this appeal has been withdrawn subsequent to
the issuance of Confirmatory Order on 28-02¬
2024 and appeal No. 474 of 2024 has been
filed before the Hon''ble Securities Appellate
Tribunal and the proceedings are ongoing with
respect to Appeal No.''s 941 of 2023 and 474 of
2024. We are not able to express an opinion on
the issues covered by the said show-cause
notice and interim orders, due to lis-pendency.
The management of the company is yet to
report the status of the compliance of the
directions issued by SEBI in the confirmatory
orders dated 29-02-2024.

Emphasis of Matter Paragraph

1. With respect to Income Tax the company
has certain appeals pending with the
authorities, the outcome of which is not
ascertained as on the date of Balance
Sheet.

2. The standalone Ind AS financial statements
of the company for the previous financial
year i.e., for the year ended 31.03.2023 have
been audited by predecessor auditor. The
figures as at 31.03.2023 are subject to
variation in view of the SEBI''s
observations/directions and consequent
effect on the closing balances thereof as at
31.03.2024.

3. Bank balances were verified to the extent
of bank statements and balances
confirmations provided to us.

Our opinion is not modified in respect of above
matters.

Information Other than the Standalone 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 standalone
financial statements and our auditor''s report
thereon.

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

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

Management''s Responsibility for the
Standalone Financial Statements

The Company''s Board of Directors is responsible
for the matters stated in section 134(5) of the Act
with respect to the preparation of these
standalone 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 accordance with the Ind AS and

other accounting principles generally
accepted in India. This responsibility also
includes maintenance of adequate accounting
records in accordance with the provisions of
the Act for safeguarding the assets of the
Company and for preventing and detecting
frauds and other irregularities; selection and
application of appropriate accounting policies;
making judgments and estimates that are
reasonable and prudent; and design,
implementation and maintenance of adequate
internal financial controls, that were operating
effectively for ensuring the accuracy and
completeness of the accounting records,
relevant to the preparation and presentation
of the standalone financial statements that
give a true and fair view and are free from
material misstatement, whether due to fraud
or error.

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

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

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

Our objectives are to obtain reasonable
assurance about whether the standalone
financial statements as a whole are free from
material misstatement, whether due to fraud
or error, and to issue an auditor''s report that
includes our opinion. Reasonable assurance is
a high level of assurance, but is not a
guarantee that an audit conducted in
accordance with SAs will always detect a
material misstatement when it exists.

Misstatements can arise from fraud or error and
are considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken
on the basis of these standalone financial
statements.

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

• Identify and assess the risks of material

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

misrepresentations, or the override of internal
control.

• Obtain an understanding of internal 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 a significant
doubt on the Company''s ability to continue
as a going concern. If we conclude that a
material uncertainty exists, we are required
to draw attention in our auditor''s report to
the related disclosures in the standalone
financial statements or, if such disclosures
are inadequate, to modify our opinion. Our
conclusions are based on the audit
evidence obtained up to the date of our
auditor''s report. However, future events or
conditions may cause the Company to
cease to continue as a going concern.

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

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

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

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
safe guards.

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

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor''s
Report) Order, 2020 ("the Order") issued by the
Central Government of India in terms of sub¬
section (11) of section 143 of the Act, we give in
the "Annexure A" a statement on the matters
Specified in paragraphs 3 and 4 of the Order.

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

a) We have sought and except for the matters
described in the Basis for Qualified Opinion
Section, obtained all the information and
explanations which to the best of our knowledge
and belief were necessary for the purposes of our
audit of the accompanying financial statements.

b) Except for the possible effects of the matter
described in the Basis for Qualified 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) Except for the possible effects of the
matter described in the Basis for Qualified
Opinion, the Balance Sheet, Statement of Profit
and Loss including Other Comprehensive
Income, the Statement of Cash Flows and the
statement of changes in equity dealt with by
this Report are in agreement with the books of
account; as per Companies (Audit and
Auditors) Rules, 2014 as amended.

d) Except for the possible effects of the
matter described in the Basis for Qualified
Opinion, the aforesaid standalone financial
statements comply with the Ind AS specified
under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules,2014 as
amended.

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

f) The qualification relating to the
maintenance of accounts and other matters
connected therewith are as stated in the Basis
for Qualified Opinion Section.

g) With respect to the adequacy of the
internal financial controls over financial
reporting of the Company and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure-B". Our report
expresses Qualified opinion on the adequacy
and operating effectiveness of the Company''s
internal financial controls over financial
reporting.

h) 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, during the year, the
Company has not paid / provided
remuneration.

i) 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 has disclosed the pending
litigations which would have impact on its
standalone financial position.

ii. The Company did not have any long-term
contracts including derivative contracts for which
there were any material foreseeable losses as at
31st March, 2024.

iii. Based on our examination, we have identified
the following non-compliances with the relevant
laws and regulations:

¦ The company has not declared any dividend
during the year.

¦ The Company has not transferred the
unclaimed dividend amount to the Investor
Education and Protection Fund even after seven
years.

i. a) The Management has represented that, to
the best of its knowledge and belief, no funds
have been advanced or loaned or invested
(either from borrowed funds or share premium or
any other sources or kind of funds) by the
Company to or in any other persons or entities,
including foreign entities ("Intermediaries"), with
the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, directly or
indirectly lend or invest in other persons or
entities identified in any manner whatsoever
("Ultimate Beneficiaries") by or on behalf of the
Company or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries.

b)The Management has represented that, to the
best of its knowledge and belief, no funds have
been received by the Company from any persons
or entities, including foreign entities

entities ("Funding Parties"), with the
understanding, whether recorded in writing or
otherwise, that the Company shall directly or
indirectly, lend or invest in other persons or
entities identified in any manner whatsoever
("Ultimate Beneficiaries") by or on behalf of the
Funding Parties or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries.

c) Based on the audit procedures performed
that have been considered reasonable and
appropriate in the circumstances, nothing has
come to our notice that has caused us to
believe that the representations in sub-clause
(iv) and (v) above contain any material
misstatement.

d) Total dividend of Rs. 3,402.28 lakhs is
pending for payment which pertains to various
financial years (Refer Notes to the Financial
statements)

i. The company does not maintain an audit
trail and edit-log system as per MCA
Guidelines.

Other Matters

The financial statements of the company for
the previous financial year i.e., for the year
March 31, 2023 were audited by the

predecessor auditors, P Murali & Co, Charted
Accountants, have expressed a qualified
opinion vide audit report dated May 20, 2023.

For P R Chandra & Co
Chartered Accountants
Firm Registration No: 018985S

Place: Hyderabad
Date: 09-01-2025

CA Bandi Poorna Sai Kumar

Partner

Membership No. 244881
UDIN: 25244881BMKZMW3827

---

Mar 31, 2022

BRIGHTCOM GROUP LIMITED Opinion

We have audited the accompanying standalone financial statements of M/s. Brightcom Group Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and 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 standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing 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 Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ICAI) together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we

Emphasis of Matter Paragraph

1. The Company has branch operations at USA

having total asset of Rs.350,36,21,175/- and total turnover of Rs.334,72,71,593/- for the financial year 2021-2022.

2. With respect to income tax the company has certain appeals pending with the appropriate authorities. (Refer Note 48 to the Standalone Ind AS Financial statements).

3. SEBI ordered Forensic Audit vide Ref No -SEBI/HO/ CFID/ CFID_4/P/OW/2021 /24343/1 dated 16/09/2021 as per the provisions and Regulation 5 of SEBI (PFUTP) Regulations 2003 read with section 11C of SEBI Act, 1992 and Deloitte Touche Tohmatsu India LLP has been appointed as forensic auditor w.rx.t the financial statements for the Financial years FY 2014-15 to FY 2019-20. The said Forensic Audit is under progress and the final outcome of the investigation is yet to come by the time of certification.

Our opinion is not modified in respect of above matters

Information Other than the Standalone 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 standalone financial statements and our auditor''s report thereon.

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

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

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes inequity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate

accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

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

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

• Identify and assess the risks of material misstatement of the standalone financial

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

• Obtain an understanding of internal 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 a significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

manner that achieves fair presentation.

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

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

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 safe guards.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" and

"Annexure B" a statement on the matters Specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on

our audit we report that:

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

b) In our opinion, proper books of account as required by law 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 Flow dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014.

e) On the basis of the written representations received from the directors as on March 31, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure-B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

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

In our opinion and to the best of our information and according to the explanations given to us, during the year, the Company has not paid / provided remuneration.

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

i. The Company has disclosed the pending litigations which would have impact on its standalone financial position.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

iv.

(a) The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations in subclause (iv) and (v) above contain any material misstatement.

v. The final dividend paid by the

Company during the year in respect of the same declared for the previous year is in accordance with Section 123

of the Act to the extent it applies to payment of dividend.

As stated in Note 50 to the standalone Ind AS financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.

For P C N & Associates Chartered Accountants

FRN: 016016S

K Gopala Krishna Partner

M.No:203605

UDIN: 22203605A0NXKI1809

Place: Hyderabad Date: 30/05/2022

---

Mar 31, 2021

Report on the Audit of the Standalone Financial StatementsOpinion

We have audited the accompanying standalone financial statements of BRIGHTCOM GROUP LIMITED (“the Company”), which Comprises the Standalone Balance Sheet as at March 31, 2021, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“IndAS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing 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 Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the standalone 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 on the standalone financial statements.

Information Other than the Standalone 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 standalone financial statements and our auditor''s report thereon.

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

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

Management’s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone 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 accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy

and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

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

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

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

• Obtain an understanding of internal 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 my cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

2. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act,

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

Emphasis of Matter paragraphs:

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

b) The Company has branch operations at USA having total asset of Rs. 321,89,06,337/- and total turnover of Rs. 309,78,87,768/- for the financial year 2020-2021.

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

Report on Other Legal and Regulatory Requirements

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

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

b) In our opinion, proper books of account as required by law 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 Flow dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the IndAS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

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

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

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

i. The Company has disclosed the pending litigations which would have impact on its standalone financial position.

we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

For P C N & Associates.,

Chartered Accountants FRN: 016016S

K Gopala Krishna

Partner M.No: 203605 UDIN: 21203605AAAAKT6926

Place: Hyderabad Date: 28^th June, 2021

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Mar 31, 2018

INDEPENDENT AUDITOR''S REPORT

To the Members of Lycos Internet Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS Financial statements of Lycos Internet Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including other comprehensive income), and Statement of Cash Flow and the Statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as "standalone Ind AS financial Statements").

Management''s Responsibility for the Standalone Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the act'') with respect to the preparation and presentation of these Standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards(lnd As) specified under Section 133 of the Act, read with relevant Rules issued there under. This responsibility 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; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS 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 standalone Ind AS financial statements based on our audit.

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

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhetherthefinancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view, 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 the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements:

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS, of the financial position of the company as at 31st March, 2018 and its financial performance including other comprehensive income, its cash flows and changes in equity for the year ended on thatdate.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section!43 of the Act, we give in the An-nexure A, a statement on the matters Specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we further 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, 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 Standalone Ind AS Financial Statements comply with the applicable Indian Accounting Standards specified under Section 133 of the Act, read with relevant Rules issued there under.

e) On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2018, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in '' Annexure B''; and

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

i. The Company has disclosed the impact of pending litigations on its financial position in its notes to Ind AS financial statements.

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company during the year ended 31st March 2018.

For P C N & Associates,

(Formerly known as ChandraBabu Naidu & Co.,

Chartered Accountants

FRN:016016S

ChandraBabu. M Partner M.No: 227849

Place: Hyderabad Date: 29-05-2018.

Annexure A to the Auditors Report

Annexure referred to in Independent Auditors Report to the Members of Lycos Internet Limited on the Standalone Ind AS financial statements for the year ended 31st March 2018, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) According to the information and explanations given to us and on the basis of our examination of records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. The Company is a service company, primarily rendering Digital Marketing and Software Development services. Accordingly, it does not hold any physical inventories. Thus, this clause is not applicable to the Company.

iii. The Company has not granted any loans, secured or unsecured, to companies,firms,and Limited Liabilitypartnershipsorotherparties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said order are not applicable to the company.

iv. The Company has provided a corporate guarantee on behalf of a Subsidiary Company, Ybrant Media Acquisitions Inc., USA (a party covered under section 185 and 186 of the Act) for acquisition of Lycos Inc. from Daum Global Holdings Corporation amounting to 4 million USD. The terms and conditions of the contract are not prejudicial to the interest of the company. ( Please refer note no. 44 to notes to financial statements)

v. The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013 and rules framed there under to the extent notified.

vi. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

vii. (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is not regular in depositing the undisputed statutory dues in respect of TDS, Dividend, Self Assessment Tax, Dividend Distribution Tax as applicable, with the appropriate authorities in India ;

(b) There was no undisputed amounts payable in respect of Employees State Insurance and other material statutory dues in arrears as at 31st March, 2018, except statutory dues amounting to Rs. 6,93,14,8287- for a period of more than 6 months from the date the became payable.

(c)According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Wealth Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes except as given below in respect of Income Tax and Service Tax:

Name of the statue	Year Pertains to	Forum where dispute is pending	Amount Involved
Income Tax	Various Assessment years	CIT/ITAT	Rs. 47,24,90,958/-
Service Tax	FY 2007-08 to FY 2012-13	CESTAT, Hyderabad	Rs. 18,73,28,280/-

In our opinion and according to the information and explanations given to us with respect to repayment of dues to Banks/Financial Institutions (Canara Bank, Axis Bank and State Bank of India) the Company has defaulted in repayment of principal amount to the extent of Rs. 76.77crores and Rs. 9.31 crores towards interest. All the loans were became Non Performing Assets.

The Company has not raised any moneys by way of initial public officer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of this clause are not applicable to the Company.

According to the information and explanations given to us, no material fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our Audit.

The Company has not paid/provided for managerial remuneration during the financial year. Hence this clause is not applicable.

As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the Provisions of clause 3(xii) of the order are not applicable to the company.

The Company has entered into transactions with related parties in compliance with the provisions of section 177 and 188 of the Act. The details of such related party transactions have been disclosed in the notes to financial statements as required under Indian Accounting standard (Ind AS) 24, related party disclosures specified under section 133 of the Act, read with relevant Rules issued there under.

The Company has not made any preferential allotment of private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3(xiv) of the Order are not applicable to the Company.

The Company has not entered into non-cash transactions with its directors or persons connected with him. Accordingly, the provisions of clause 3(xv) of the Order are not applicable to the Company.

The Company is not required to be registered under section 45-IA of The Reserve Bankof India Act 1934. Accordingly, the provisions of clause 3(xvi) of the order are not applicable to the Company.

For PCN & Associates,

(Formerly known as Chandra Babu Naidu &Co.,)

Chartered Accountants

FRN:016016S

Chandra Babu. M Partner M.No:227849

Place: Hyderabad Date: 29-05-2018.

Annexure B to the Independent Auditor''s Report

Report on the Internal Financial Controls under clause (i) of the Sub-section 3 of the Section 143 of the Companies Act, 2013 (''The Act'')

We have audited the internal financial controls over financial reporting of Lycos Internet Limited (''the company'') as of 31st march 2018 in conjunction with our audit of standalone Ind AS financial statements of the company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor''s Responsibility

Our responsibility is to express an opinion on the company''s internal financial controls over financial reporting based on our Audit. We conducted our audit in accordance with the Guidance note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the standards on Auditing deed to be prescribed under section 143(10) of the Act to the extent applicable to an Audit of Internal Financial Controls, both applicable to an audit of Internal Financial Controls and both issued by the ICAI. These standards and guidance note require that we comply with ethical requirements and plan and performed the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our Audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the Auditor''s Judgment, including the assessment of the risk of martial misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion and the company''s internal financial control system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company''s internal financial control over financial reporting is a pro cess designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes these policies and procedures that (1) pertain to the maintenance of records that, in reasonable detailed, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone Ind AS financial statements in accordance with generally accepted principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the standalone Ind AS financial statements.

Inherent Limitation of Internal Financial Controls over Financial Reporting

Because of the inherent limitation of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud my occur and not be deducted. Also, Projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become in adequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31st, 2018, based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute Of Chartered Accountants of India.

For PCN & Associates,

(Formerly known as Chandra Babu Naidu &Co.,)

Chartered Accountants

FRN:016016S

ChandraBabu. M Partner M.No:227849

Place: Hyderabad Date: 29-05-2018.

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Mar 31, 2016

To the Members of Lycos Internet Limited Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Lycos Internet Limited (“the Company”), which comprises the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the act) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility 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; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2016, its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters Specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we further 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, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, 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, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in ‘ Annexure B’; and

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

i. The Company has disclosed the impact of pending litigations on its financial position in its notes to 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company during the year ended 31st March 2016.

Annexure referred to in Independent Auditors Report to the Members of Lycos Internet Limited on the standalone financial statements for the year ended 31^st March 2016, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) According to the information and explanations given to us and on the basis of our examination of records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. The Company is a service company, primarily rendering software services. Accordingly, it does not hold any physical inventories. Thus, this clause is not applicable to the Company.

iii. The Company has not granted any loans, secured or unsecured, to companies, firms, and Limited Liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said order are not applicable to the company.

iv. The Company has not granted any loans or made any Invetments, or provided any guarantee or security to the parties covered under section 185 and 186 of the Act. Therefore, the provisions of clause 3(iv) of the said order are not applicable to the company.

v. The Company has not accepted any deposits from the public covered under

Section 73 to 76 of the Companies Act, 2013 and rules framed there under to the extent notified.

vi. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

vii. (a) According to the information and explanations given to us and based on the records of the company examined by us, the company in some cases is not regular in depositing the undisputed statutory dues in respect of TDS as applicable, with the appropriate authorities in India ;

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Service Tax and other material statutory dues in arrears as at 31^st March 2016 for a period of more than 6 months for the date they became payable.

(c) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Wealth Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes except as given below in respect of Income Tax and Service Tax:

Name of the Statute	Year pertains to	Forum where dispute is pending	Amount involved
Income Tax	AY 2009-10	CIT(Appeals) /ITAT	Rs. 3,87,72,490
Income Tax	AY 2012-13	CIT(Appeals) /ITAT	Rs. 7,37,36,850
Income Tax	AY 2014-15	CIT(Appeals) /ITAT	Rs. 4,36,52,738
Service Tax	FY 2007-08 to FY 2012-13	CESTAT, Bangalore	Rs. 18,73,28,280

viii. In our opinion, and according to the information and explanations given to us with respect to repayment of dues to Banks/financial institutions their status is not standard and the Company has defaulted in payment to the extent of amounting to Rs. 3.92 crores towards Principle and amounting to Rs. 35.93 Lakhs towards interest.

ix. The Company has not raised any moneys by way of initial public officer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of this clause are not applicable to the Company.

x. According to the information and explanations given to us, no material fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our Audit.

xi. The Company has not paid/provided for managerial remuneration during the financial year. Hence this clause is not applicable.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the Provisions of clause 3(xii) of the order are not applicable to the company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of section 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting standard (AS) 18, related party disclosures specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014.

xiv. The Company has not made any preferential allotment of private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into noncash transactions with its directors or persons connected with him. Accordingly, the provisions of clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under section 45-IA of The Reserve Bank of India Act 1934. Accordingly, the provisions of clause 3(xvi) of the order are not applicable to the Company.

For P. Murali & Co.,

Chartered Accountants

Firm Registration Number: 007257S

M.V Joshi

Partner

Membership Number: 024784

Place: Hyderabad

Date: 28/05/2016

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Mar 31, 2015

We have audited the accompanying standalone financial statements of Lycos Internet Limited (Formerly known as Ybrant Digital Limited)("the Company"), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the act') with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility 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; design, implementation and maintenance of adequate internal financial controls, that are 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.

Auditors' responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015, its profitand its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order , to the extent applicable.

2. As required by section 143(3) of the Act, we further 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, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, 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, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015, from being appointed as a director in terms of Section 164(2) of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 36 to the standalone 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.

ANNEXURE TO THE AUDITORS' REPORT

Annexure referred to in paragraph 1 of our report of even date to the members of Lycos Internet Limited (Formerly known as Ybrant digital limited)for the year ended 31st March, 2015 under"Report on other Legal & Regulatory Requirements"

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

(b) Fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies between the book records and physical inventory have been noticed on such verification.

ii. The Company is a service company, primarily rendering digital marketing and software services. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable.

iii. The company has not granted any loans, secured or unsecured tocompanies, firms or other parties covered in the register maintained under section 189 of the Act. Accordingly the provisions of sub clauses (a) and (b) of Clause (iii) of paragraph 3 of the Order are not applicable.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness in the aforesaid internal control system has been noticed or reported.

v. According to the information and explanations given to us, the Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013.

vi. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

vii. (a) In our opinion the company is generally regular in depositing the undisputed statutory dues, except in few cases where there was delay in remitting the statutory dues and in the case of Provident Fund the Company is in arrears for an amount of Rs. 16,98,882/-for a period of more than 6 months as at 31st March 2015 from the date they became payable.

(b) According to the information and explanations given to us, the following dues have not been deposited by the Company on account of disputes.

Period to which Name of the Statute Nature of Dues the amount relates

Service Tax Service Tax May 2008 to Sep 2011

Income TaxAct,1961 Income tax 2006-07 to 2013-14

Forum where Name of the Statute Amount (Rs ) the dispute is pending

Service Tax 14,60,05,131 CESTAT, Bangalore

Income TaxAct,1961 20,13,55,044 CIT(Appeals),ITAT,Hyderabad

(c) According to the information and explanation given to us, there are no amounts that are due to be transferred to the Investors Education and protection Fund in accordance with the relevant provisions of the Companies Act, 1956 [1 of 1956] and rules madethere under.

viii. The Company has been registered for a period of not less than 5 years, and the company has no accumulated losses at the end of the financial year and the company has not incurred cash losses in this financial year and in the immediately preceding financial year.

ix. The Company has defaulted during the year in repayment of dues to Canara Bank, State Bank of India and Axis Bank.

x. In our opinion and according to the information and the explanations given to us, the Company has given corporate guarantees for loans taken by its subsidiaries as mentioned in Note. 36 of notes to Financial Statements.

xi. According to the information and explanations given to us, the term loans obtained by the Company were applied for the purpose for which such loans were obtained.

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

For P.Murali& Co., Firm Registration Number: 007257S Chartered Accountants

P.Murali Mohana Rao Place : Hyderabad Partner Date : 25-05-2015 Membership No. 023412

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Mar 31, 2014

We have audited the accompanying financial statements of YBRANT DIGITAL LIMITED (the Company), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with general circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Sec.133 of The Companies Act 2013. This responsibility includes the design, implementation and maintenance of internal control rel- evant to the preparation and presentation of the financial state- ments 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 ac- cordance 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 fi- nancial statements are free from material misstatement.

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

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

Opinion:

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

Report on Other Legal and Regulatory Requirements:

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

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

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

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examina- tion of those books;

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

d) In our opinion, the Balance Sheet and Statement of Profit and Loss and Cash Flow Statement comply with the Accounting standards notified under the companies act, 1956(''the Act") read with the general circular 15/2013 dated 13th September 2013 issued by the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

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

ANNEXURE TO THE AUDITORS'' REPORT

II (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies between the book records and the physical inventory have been noticed on such verification.

(c) The Company has not disposed off substantial part of the fixed Assets during the year.

III. The Company is not having any Inventory, hence this clause is not applicable.

IIII. (a) The Company has not granted any loans, secured or unsecured to Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) As the Company has not granted any loans, the Clause of whether the rate of interest & other terms and conditions on which loans have been granted to parties listed in the register maintained under Section 301 prejudicial to the interest of company, is not applicable.

(c) As no loans are granted by company, the clause of receipt of interest & principal amount from parties, is not applicable to the company.

(d) No loans have been granted to Companies, Firms and other parties listed in the register U/S 301 of the Companies Act, 1956. Hence, overdue Amount of more than rupees one Lac does not arise and the clause is not Applicable.

(e) The Company has not taken loans, unsecured from Companies, Firms or other Parties covered in the register maintained U/s. 301 of the Companies Act, 1956.

(f) As the Company has not taken loans, the clause of whether the rate of interest and other terms and conditions on which loans have been taken from parties listed in the register maintained under section 301 is prejudicial to the interest of company is not applicable.

(g) As no loans are taken by the Company, the clause of repayment of interest & principal amount to parties is not applicable to the Company.

IV. In our opinion and according to the information and explanations given to us, there are generally adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

V. a) In our opinion and according to the information and explanations given to us, during the year, no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered into by the Company.

b) According to the information and explanations given to us, as no such contracts or arrangements have been made by the company, the applicability of the clause of charging the reasonable price having regards to the prevailing market prices at the relevant time does not arise.

VI. The Company has not accepted any deposits from the public and hence the applicability of the clause of directives issued by the Reserve Bank of India and provisions of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under does not arise. As per information and explanations given to us the order from the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal has not been received by the Company.

VII. In our opinion, the company is having internal audit system, commensurate with its size and nature of its business.

VIII. In respect of the Company, the Central Government has not prescribed maintenance of cost records under clause (d) of Sub Section (1) of Section 209 of the Companies Act, 1956.

IX. (a) The Company is generally regular in depositing statutory dues including Provident fund, Employees State Insurance, Income Tax, Sales tax/Value Added Tax, Excise Duty & other statutory dues with the appropriate authorities except in few cases where there was a delay in remitting the statutory dues.

(b) According to the information and explanations given to us, the following dues have not been deposited by the Company on account of disputes.

Name of the Assessment Year Amount Rs. Forum where dispute is Statute Pending

Income Tax 2009-10, 2011-12 3,87,72,490 CIT(Appeals), Hyderabad & 2012-13

Service Tax May 2008 to 14,60,05,131 CESTAT, Bangalore September 2011

Sales Tax 2010-11 4,12,35,944 Sales Tax Appellate Tribunal, Hyderabad

X. The Company has been registered for a period of not less than 5 years, and the company has no accumulated losses at the end of the financial year and the company has not incurred cash losses in this financial year and in the immediately preceding financial year.

XI. According to information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks.

XII. According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities and hence the applicability of the clause regarding maintenance of adequate documents in respect of loans does not arise.

XIII. This clause is not applicable to this Company as the Company is not covered by the provisions of special statute applicable to Chit Fund in respect of Nidhi/Mutual Benefit Fund/Societies.

XIV. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, Debentures and other investments and hence the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order 2003, are not applicable to the Company.

XV. According to the information and explanations given to us, the Company has given certain corporate guarantees for loans taken by its subsidiaries as mentioned in note 39 of notes to financial statements.

XVI. According to the information and explanations given to us, the Term Loans obtained by the company were applied for the purpose for which such loans were obtained by the Company.

XVII. According to the information and explanations given to us the funds raised by the company on short term basis has not been applied 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 parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956 and hence the applicability of the clause regarding the price at which shares have been issued and whether the same is prejudicial to the interest of the Company does not arise.

XIX. According to the information and explanations given to us, the company does not have any debentures and hence the applicability of the clause regarding the creation of security or charge in respect of debentures issued does not arise.

XX. According to information and explanations given to us, the company has not raised money by way of public issues during the year; hence the clause regarding the disclosure by the management on the end use of money raised by public issue does not arise.

XXI. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year under audit.

For P. Murali & Co.,

Chartered Accountants Firm Registration No. 007257S

SD/- P.Murali Mohana Rao Partner Membership No. 023412 Place : Hyderabad Date : 28-05-2014

---

Mar 31, 2013

1. We have audited the accompanying financial statements of YBRANT DIGITAL LIMITED(Formerly I.GS Global Limited) (the Company), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and I-oss and Cash Mow Statement for the vear then ended, and a summary of significant accounting policies and other explanatory information.

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3Q 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 arc free from material misstatement, whether due to fraud or error.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013; (ii) In the case of the Profit and Loss Account, of the profit for the year ended on that date; and (iii) In the case of the Cash Plow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements:

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

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

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

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

c) The Balance Sheet, Statement of Profit and Loss, and Cash Row Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and I-oss, and Cash Plow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; and

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

ANNEXURE TO THE AUDITORS'' REPORT

I. a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies between the book records and the physical inventory have been noticed on such verification.

c) The Company has not disposed off substantial part of the fixed Assets during the year.

II. The Company is not having any Inventor)'', hence this clause is not applicable.

III. a) The Company has not granted any loans, secured or unsecured to Companies, Firms or other parties covered in die register maintained under section 301 of the Companies Act, 1956.

b) As the Company has not granted any loans, the Clause of whether the rate of interest & other terms and conditions on which loans have been granted to parties listed in the register maintained under Section 301 prejudicial to the interest of company, is not applicable.

c) As no loans arc granted by company, the clause of receipt of interest & principal amount from parties , is not applicable to the company.

J) No loans have been granted to Companies, Finns and other parties listed in the register U/S 301 of the Companies Act, 1956. Hence, over due Amount of more than rupees one Lac does not arise and the clause is not Applicable.

e) The Company has not taken loans, unsecured from Companies, Firms or other Parties covered in the register maintained U/s. 301 of the Companies Act, 1956.

As die Company has not taken loans, the clause of whether the rate of interest and other terms and conditions on which loans have been taken from parties listed in the register maintained under section 301 is prejudicial to the interest of company is not applicable. g)

As no loans are taken by the Company, the clause of repayment of interest & principal amount to parties is not applicable to the Company.

IV- In our opinion and according to the information and explanations given to us, there arc generally adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit. V. a) In our opinion and according to the information and explanations given to us, during the year, no contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered into by the Company.

b) According to the information and explanations given to us, as no such contracts or arrangements have been made by the company, the applicability of the clause of charging the reasonable price having regards to the prevailing market prices at the relevant time does not arise.

VI.

The Company has not accepted any deposits from the public and hence the applicability of die clause of directives issued by the Reserve Bank of India and provisions of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under does not arise. As per information and explanations given to us the order from the Company l.aw Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal has not been received by the Company.

VII.

In our opinion, the company is having internal audit system, commensurate with its sixc and nature of its business.

VIII.

In respect of the Company, the Central Government has not prescribed maintenance of cost records under clause (d) of Sub Section (1) of Section 209 of the Companies Act, 1956.

IX. a)

The Company is generally regular in depositing statutory dues including Provident fund, Rmployees State Insurance, Income Tax, Sales tax/Value Added Tax, Excise Duty & other statutory dues with the appropriate authorities except in few cases where there was a delay in remitting the statutory dues.

X. The Company has been registered for a period of not less than 5 years, and the company has no accumulated losses at the end of the financial year and the company has not incurred cash losses in this financial year and in the immediately preceding financial year.

XI. According to information and explanations given to us, the Company has not defaulted in repayment Of dues to financial institutions or banks.

XII. According to the in formation and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities and hence the applicability of the clause regarding maintenance of adequate documents in respect of loans does not arise.

XIII. This clause is not applicable to this Company as the Company is not covered by die provisions of special statute applicable to Chit Fund in respect of Nidhi/Mutual Benefit Fund/Societies.

XIV. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, Debentures and other investments and hence the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order 2003, are not applicable to the Company.

XV. According to the information and explanations given to us, the Company has given certain guarantees on behalf of its subsidiaries as mentioned in note 39 of notes to financial statements.

XVI. According to the information and explanations given to us, the Term Loans obtained by the company were applied for the purpose for which such loans were obtained by the Company.

XVII. According to the information and explanations given to us no funds are raised by the Company on short-term basis. Hence the clause of short term funds being applied for long term investment does not arise.

XVIII According to the information and explanations 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 Companies Act, 1956 and hence the applicability of the clause regarding the price at which shares have been issued and whether the same is prejudicial to the interest of the Company does not arise.

XIX. According to the information and explanations given to us, the company does not have any debentures and hence the applicability of the clause regarding the creation of security or charge in respect of debentures issued docs not arise.

XX. According to information and explanations given to us, the company has not raised money by way of public issues during the year, hence die clause regarding the disclosure by the management on the end use of money raised by public issue docs not arise.

XXI.According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during die year under audit.

For P. Murali & Co.,

Chartered -Accountants

Firm Registration No. 007257S

Sd/-P.

Murali Mohana Rao

Place : Hyderabad Partner

Date : 30-05-2013 Membership No. 023412

---

Mar 31, 2010

We have audited the attached Balance Sheet of LGS GLOBAL LIMITED as at 31st March, 2010 and also the Profit & Loss Account for the year ended on the 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 misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall statement presentation. We believe that our audit provides a reasonable basis of our opinion .

As required by the Companies (Auditors Report) Order 2003 and as amended by the Companies (Auditors Report)(Amendment) Order 2004, issued by the Central Government of India in terms of the 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.

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

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

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

(iii) The Balance Sheet & Profit & Loss Account dealt with by this report are in agreement with the books of account ;

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

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

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

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

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

And

(c) In the case of the Cash Flow, of the cash flows for the year ended on that date ;

ANNEXURE TO THE AUDITORS REPORT

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

(b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies between the book records and the physical inventory have been noticed on such verification.

(c) The Company has not disposed off substantial part of the Fixed Assets during the year.

II. The Company has no Inventory. Hence this clause is not applicable.

III. (a) The Company has not granted any loans, secured or unsecured to Companies, Firms or other Parties covered in the register maintained U/s.301 of the Companies Act, 1956.

(b) As the Company has not granted any loans, the clause of whether the rate of interest & other terms and conditions on which loans have been granted to parties listed in the register maintained under section 301 is prejudicial to the interest of company, is not applicable.

(c) As no loans are granted by company, the clause of receipt of interest & principal amount from parties, is not applicable to the company.

(d) No loans have been granted to Companies, Firms & other parties listed in the register U/s. 301 of the Companies Act, 1956, hence overdue amount of more than rupees one lac does not arise and the clause is not applicable.

(e) The Company has not taken loans, unsecured from Companies, and other Parties covered in the register maintained U/s.301 of the Companies Act, 1956.

(f) During the year the Company has not repaid the loans taken from to the parties listed in the register maintained under section 301 and the terms and conditions of the same are not prejudicial to the interest of company.

(g) The repayment of interest & principal amount to parties is regular.

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

V. According to the information and explanations given to us, as the contracts or arrangements made by the company, at a reasonable price having regard to the prevailing market prices at the relevant time .

VI. The Company has not accepted any deposits from the public and hence the applicability of the clause of directives issued by the Reserve Bank of India and provisions of section 58A,58AA or any other relevant provisions of the Act and the rules framed there under does not arise. As per information and explanations given to us the order from the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal has not been received by the Company.

VII. In our opinion, the company is having internal audit system, commensurate with its size and nature of its business.

VIII. In respect of the Company, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section(1) of section 209 of the Companies Act, 1956.

IX. a) The Company is regular in depositing statutory dues including PF, Income Tax, and any other statutory dues with the appropriate authorities and at the last of the financial year there were no amounts outstanding which were due for more than 6 months from the date they became payable.

b) According to the information and explanations given to us, no undisputed amounts are payable in respect of PF, Income Tax, and any other statutory dues as at the end of the period, for a period more than six months from the date they became payable.

X. The Company has been registered for a period of not less than 5 years, and the company has no accumulated losses at the end of the financial year and the company has not incurred cash losses in this financial year and in the immediately preceding financial year.

XI. According to information and explanations given to us, the Company has not defaulted in repayment of dues to financial Institutions or banks.

XII. According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities and hence the applicability of the clause regarding maintenance of adequate documents in respect of loans does not arise.

XIII. This clause is not applicable to this Company as the Company is not covered by the provisions of special statute applicable to Chit Fund in respect of Nidhi/Mutual Benefit Fund/Societies.

XIV. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, Debentures and other investments and hence the provisions of clause 4(xiv) of the Companies (Auditors Report) Order 2003, are not applicable to the Company.

XV. 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, and hence the applicability of this clause regarding terms and conditions which are prejudicial to the interest of the company does not arise.

XVI. According to the information and explanations given to us, the company has obtained term loan from Axis Bank and being used for the purpose for which it has been obtained.

XVII. According to the information and explanations given to us, working capital funds are raised by the Company on short-term basis and being used for the purpose for which they raised. Hence short term funds were not utilized 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 parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956 and hence the applicability of the clause regarding the price at which shares have been issued and whether the same is prejudicial to the interest of the Company does not arise.

XIX. According to the information and explanations given to us, the company does not have any debentures and hence the applicability of the clause regarding the creation of security or charge in respect of debentures issued does not arise.

XX. According to information and explanations given to us, the company has not raised money by way of public issues during the year, hence the clause regarding the disclosure by the management on the end use of money raised by Public Issue is not applicable.

XXI. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year under audit.

for P. MURALI & CO., Chartered Accountants

Place : Hyderabad P. Murali Mohana Rao

Date:09.07.2010 Partner

FRN: 007257S