Auditor Report of Dhansafal Finserve Ltd.

Mar 31, 2025

We have audited the accompanying financial statements of DHANSAFAL FINSERVE LIMITED (Formerly Known
as Luharuka Media & Infra Limited) ("the Company”), which comprise the Balance Sheet as at March 31, 2025, the
Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and
the Statement of Cash Flows for the year ended on that date, and notes to the Financial Statements including
a summary of the significant accounting policies and other explanatory information (hereinafter referred to as
"financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
Financial Statements, give the information required by the Companies Act, 2013 ("the Act”) in the manner so
required and give a true and fair view in conformity with 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, 2025, and its profit (including other comprehensive income), changes in equity and its cash flows for the year
ended on that date.

BASIS FOR OPINION

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified
under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the
Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI)
together with the independence requirements that are relevant to our audit of the financial statements under
the provisions of the Act and the Rules made 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 opinion on the financial statements.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters. We have determined following the key audit matters in our report.

Sr. No.	Key Audit Matter	How our audit addressed the key matter
1.	Company has entered into a Development Agreement with M/s. Krishna	Our procedures for going through
	Sagar Builders Ltd. to develop a property situated at Charkop Village,	the projects include the following :
	Kandivali (West) admeasuring total area of 1138.78 Sq. Mtrs (Developable Area: 984.90 Sq Mtrs) the total amount incurred on the said project is Rs. 446.62 Lacs as on 31st March, 2025 which is under Legal Dispute and the company has entered into a Joint Venture Agreement with M/s.	• Understanding the development agreements and legal matters going on
	Krishna Developers through its proprietor Mr. Rajiv Kashyap to develop	• Enquiry and discussion with the
	the property situated at CTS No.484 at Gulmohar Road, Juhu, Mumbai the	Management
	total amount incurred on the said project is Rs. 147.45 Lacs, which is also under Dispute but the company has made a recovery of Rs. 50.70 Lacs in the year 2013 so the net amount incurred on the said project is Rs.90.50 Lacs as on 31st March 2025.	• Assessing the accuracy and reasonableness of the input data provided by the management .
	Company showing both the Project under development Amount Rs. 5,37,12,067/- in Other Non-Current Assets. The matters are in legal Dispute since long period and final result awaited. In view of this, we identified the assessments of projects as key audit matter.	• Assessed adequacy of relevant disclosures in the financial statement

OTHER INFORMATION

The Company''s Board of Directors is responsible for the preparation for the other information. The other information
comprises the information included in the annual report, but does not include the financial statements and our
auditor''s report thereon.

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

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

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

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 Act with respect
to the preparation of these financial statements that give a true and fair view of the State of Affairs, Profit
and Other Comprehensive Income/loss, Changes in Equity and Cash Flows of the Company in accordance with
the accounting principles generally accepted in India, including the Accounting Standards specified under
Section 133 of the Act, read with read with the Companies (Indian Accounting Standards) Rules, 2015 as amended
and other accounting principles generally accepted in India. This responsibility also includes maintenance
of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation
of the financial statements that give a true and fair view and are free from material misstatement, whether due
to fraud or error.

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

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

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

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

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

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

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

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

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

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

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order”) issued by the Central Government in
terms of Section 143(11) of the Act, we give in "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 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, the
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 financial statements comply with the mandatory Accounting Standards
referred to in section 133 of the Act read with the relevant rules thereunder.

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

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

g) In our opinion and according to the information and explanations given to us, the remuneration paid by
the Company to its directors during the current year is in accordance with the provisions of Section 197 of
the Act. The remuneration paid to any director is not in excess of the limit laid down under 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 impact of pending litigations on its financial position in its financial
statements.

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.

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which

are material either individually or in the aggregate) have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or kind of funds) by the
Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the

Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”)
or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been received by the Company
from any person or entity, including foreign entity (“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly,
lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf
of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11(e) of The Companies (Audit and Auditors)
Rules, 2014, as provided under (a) and (b) above, contain any material misstatement.

v. The Company has declared or paid any dividend during the year.

vi. Based on our examination, which included test checks, the company has used accounting softwares
for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of
recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the softwares. Further, during the course of our audit we did not come
across any instance of the audit trail feature being tampered with.

3. As required by the Non-Banking Financial Companies Auditor''s Report (Reserve Bank) Direction, 2016, issued
by the Reserve Bank of India In exercise of the powers conferred by sub-section (1A) of Section 45MA of the
Reserve Bank of India Act, 1934, we give in the “Annexure C”, an additional Audit Report addressed to the
Board of Directors containing our statements on the matters specified therein.

For R S R V & ASSOCIATES

CHARTERED ACCOUNTANTS
(FRN. 115691W)

Sd/-

Ajay Sundaria

Partner
(M. No.181133)
UDIN: 25181133BMJARE2628

Place: Mumbai

Date : 30^th May, 2025

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Mar 31, 2024

We have audited the accompanying financial statements of LUHARUKA MEDIA & INFRA LIMITED (Formerly Known as Splash Media & Infra Limited)(“the Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss and the 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 “financial statements”).

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

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made 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 opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined following the key audit matters in our report.

Sr. No.	Key Audit Matter	How our audit addressed the key matter
1.	Company has entered into a Development Agreement with M/s. Krishna Sagar Builders Ltd. to develop a property situated at Charkop Village, Kandivali (West) admeasuring total area of 1138.78 Sq. Mtrs (Developable Area: 984.90 Sq Mtrs) the total amount incurred on the said project is Rs. 446.62 Lacs as on 31st March, 2024 which is under Legal Dispute and the company has entered into a Joint Venture Agreement with M/s. Krishna Developers through its proprietor Mr. Rajiv Kashyap to develop the property situated at CTS No.484 at Gulmohar Road, Juhu, Mumbai the total amount incurred on the said project is Rs. 147.45, which is also under Dispute but the company has made a recovery of Rs. 50.70 Lacs in the year 2013 so the net amount incurred on the said project is Rs.90.50 Lacs as on 31st March 2024.	Our procedures for going through the projects include the following : • Understanding the development agreements and legal matters going on • Enquiry and discussion with the Management • Assessing the accuracy and reasonableness of the input data provided by the management . • Assessed adequacy of relevant disclosures in the financial statement
	Company showing both the Project under development Amount Rs. 5,37,12,067/- in Other Non-Current Assets. The matters are in legal Dispute since long period and final result awaited. In view of this, we identified the assessments of projects as key audit matter.

Other Information

The Company’s board of directors is responsible for the preparation for the other information. The other information comprises the information included in the annual report, but does not include the financial statements and our auditor’s report thereon.

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

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

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

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

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

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

Auditor’s Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “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 obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

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

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

d) In our opinion, the aforesaid financial statements comply with the mandatory Accounting Standards referred to in section 133 of Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024

f) from being appointed as a director in terms of Section 164 (2) of the Act.

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”.

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 impact of pending litigations on its financial position in its financial statements.

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.

3. As required by the Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Direction, 2016, issued by the Reserve Bank of India In exercise of the powers conferred by sub-section (1A) of Section 45MA of the Reserve Bank of India Act, 1934, we give in the “Annexure C”, an additional Audit Report addressed to the Board of Directors containing our statements on the matters specified therein.

For R S R V & ASSOCIATES

Chartered Accountants (FRN. 115691W)

Sd/-

Ajay Sundaria

Partner

(M. No.181133)

UDIN: 24181133BKHIOX6603

Place: Mumbai Date : 25th April, 2024

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Mar 31, 2015

We have audited the attached Financial Statements of SPLASH MEDIA & INFRA LIMITED ('the Company") which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit & Loss and Cash Flow Statement for the year ended on that date 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 financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

BASIS OF QUALIFICATION

Contravention of Accounting Standard 15 on Accounting for retirement benefit of employees.

As stated in Point No. 8 of Note No.1 of Significant Accounting Policies followed by the company, the Company is not making any provision for the Gratuity and leave encashment as the same is accounted for on payment basis. This is in Contravention of Accounting Standard 15 on Accounting for retirement benefits of employees.

Contravention of Accounting Standard 26 on Intangible Assets.

As stated in Point No.23 of Note to Accounts followed by the company, the Company is not showing expenses incurred during the period on account of Increase in Authorised Capital & some expenses in connection to right Issue Expenses as revenue expenditure and the same is show as Preliminary expenses to be amortised over a period of 5 years. This is in Contravention of Accounting Standard 26 on Intangible Assets.

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 Subject to the Basis for Qualified Opinion Paragraph, in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet; of the State of affairs of the company as at 31st March, 2015;

(ii) In the case of the Statement of Profit and Loss; of the PROFIT for the year ended on that date;

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the companies (Auditors Report) Order, 2015 issued by the Central Government of India in terms of section 143 (11) of the Act. We give in Annexure B a statement on matters specified in paragraph 3 and 4 of the said order.

2. As required by section 143(3) of the Act, we report that:

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

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the mandatory Accounting Standards referred to in section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 except AS 15 regarding no provision created for retirement benefits and except AS 26 regarding preliminary expenses recognized as intangible assets and not written off entirely. Had the preliminary expenses been shown as revenue expenditure then profit would have been decreased by Rs.8,81,805/-.

e. On the basis of the written representation received from the Directors as on 31.03.2015 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31.03.2015, from being appointed as a Director in terms of Sub-section (2) of section 164 of the Act, 2013.

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 3 of our report of even date on the accounts for the year ended 31st March, 2015 of SPLASH MEDIA & INFRA LIMITED. On the basis of such checks as we considered appropriate and in terms of information and explanations provided to us state that:

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

b) All the assets have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable; no material discrepancies were noticed on such verification.

2) The Company does not have any inventory. Therefore the provision of clause 3 (ii) (a), (b), (c) of Companies (Auditor's Report) Order, 2015 are not applicable to the Company.

3) The Company has not granted loans to companies, firms covered in the register maintained under section 189 of the Companies Act, 2015. Consequently the provisions of clauses 3 (a) & (b) of the order are not applicable to the company.

4) In our opinion and according to the information and explanations provided by the company, there are adequate internal control systems commensurate with the size of the Company and the nature of its business. During the course of audit, we have not observed any continuing failure to correct major weakness in internal control system.

5) In our opinion and according to the information and explanations provided by the company, the Company has not accepted any deposits from Public and therefore the provisions of Sec. 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014 are not applicable.

6) The Central Government has not prescribed maintenance of cost records by the company under sub-section (1) of section 148 of the Companies Act, 2013.

7) a) According to the information and explanations provided by the company, the company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Wealth Tax, Service Tax, Duties of Customs, Duties of Excise, Value Added Tax, Cess and any other statutory dues with the appropriate authorities applicable to it and no undisputed amount payable in respect of Provident Fund, Employees' State Insurance, Income Tax, Wealth Tax, Service Tax, Duties of Customs, Duties of Excise, Value Added Tax, Cess were in arrears , as at 31st March, 2015 for a period of more than six months from the date they became payable.

b) In our opinion and according to the information and explanations provided by the company, there are no dues outstanding in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax and Cess which have not been deposited on account of any dispute.

c) In our opinion and according to the information and explanations given to us, the company is not required to transfer any amount to investor education and protection fund in accordance with relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

8) The company does not have any accumulated losses of more than 50% of its net worth at the end of the financial year and there was no cash loss during the financial year covered by our Audit and in the immediately preceding financial year.

9) Based on our Audit procedures and according to the information and explanations provided by the company, the company has not defaulted in repayment of any dues to financial institutions or banks or debenture holders.

10) In our opinion and according to the information and explanations provided by the company, the company has not given any guarantees for loans taken by others from banks or other financial institutions.

11) Based on our Audit procedures and explanations given to us and on the basis of our examination, The Company has not raised any term loans.

12) Based on our Audit procedures performed and the information and explanations provided by the company, no fraud on or by the company has been noticed or reported during the course of our audit.

For S A R A & ASSOCIATES CHARTERED ACCOUNTANTS FIRM REGN NO.: 120927W

Sd/-

Govind Gopal Sharma (PARTNER) M. No. 132454

Place : Mumbai Date : 29 May 2015

---

Mar 31, 2014

REPORT ON THE FINANCIAL STATEMENTS

We have audited the attached Financial Statements of SPLASH MEDIA & INFRA LIMITED ("the Company") which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit & Loss for the year ended on that date and a summary of Significant Accounting Policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

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

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

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

BASIS OF QUALIFICATION

Contravention of Accounting Standard 26 on Intangible Assets.

As stated in Note No.24 to the financial statements, the Company has not expensed out the Preliminary expenses in the books of accounts and as per the company''s policy, the same are to be amortised over a period of 5 years. This is in Contravention of Accounting Standard 26 on Intangible Assets.

OPINION

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 Act in the manner so required, and give a true and fair view Subject to the Basis for Qualification Paragraph, in conformity with the accounting principles generally accepted in India:

(i) In the case of Balance Sheet; of the State of affairs of the company as at 31st March, 2014;

(ii) In the case of the Statement of Profit and Loss; of the PROFIT for the year ended on that date;

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of section 227 (4A) of the Act is applicable to the company..

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 purposes of the audit;

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Act,1956 except AS 26 regarding preliminary expenses recognized as intangible assets and not written off entirely. Had the preliminary expenses been shown as revenue expenditure then profit would have been decreased by RS.11,75,740/-.

e. On the basis of the written representation received from the Directors as on 31.03.2014 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31.03.2014, from being appointed as a Director in terms of Clause (g) of Sub-section (1) of section 274 of the Act, 1956.

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

ANNEXURE TO THE AUDITORS’ REPORT

Referred to in paragraph 3 of our report of even date on the accounts for the year ended 31st March, 2014 of SPLASH MEDIA & INFRA LIMITED. On the basis of such checks as we considered appropriate and in terms of information and explanations provided to us state that:

1) a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed

assets.

b) All the assets have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable; no material discrepancies were noticed on such verification. However the fixed assets register was not produced before us for our verification.

b) No substantial part of Fixed Assets has been disposed off during the year, which has bearing on the going concern assumption.

2) The Company does not have any inventory. Therefore the provision of clause 4 (ii) (a), (b), (c) of Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

3) a) The Company has not granted loans to companies, firms covered in the register maintained under section 301 of the Companies Act, 1956. The Company has not taken interest-free unsecured loans from shareholders/directors Consequently the provisions of clauses 3)(b) , 3)(c) and 3)(d) of the order are not applicable to the company.

b) According to the information & explanations given to us and on the basis of our examination of the books of account, the company has not taken loans from Companies, Firms or other parties listed in the register maintained under section 301 of the Companies Act,1956. The sub clauses (f) & (g) are not applicable to the Company.

4) In our opinion and according to the information and explanations provided by the company, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business. During the course of audit, we have not observed any continuing failure to correct major weakness in internal controls.

5) a) In our opinion and according to the information and explanations provided by the company, we are of the opinion that the transactions that need to be entered into the register maintained u/s 301 of the Companies Act 1956 have been so entered.

b) According to the information and Explanations given to us, there are no transactions made in pursuance of contracts or arrangements which need to be entered in the register maintained under Section 301 of the Companies Act, 1956.

6) In our opinion and according to the information and explanations provided by the company, the Company has not accepted any deposits from Public and therefore the provisions of Sec. 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 are not applicable.

7) The company has adequate internal control procedures commensurate with the size of the company and the nature of its business.

8) The Central Government has not prescribed maintenance of cost records by the company under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

9) a) According to the information and explanations provided by the company, the company has been generally regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Wealth Tax, Custom Duty, Cess ,Service Tax and any other statutory dues applicable to it and no undisputed amount payable in respect of Income tax, Wealth tax , Sales tax, Customs Duty , Excise duty and Cess were in arrears , as at 31st March, 2014 for a period of more than six months from the date they became payable.

b) Based on our Audit procedures and according to the information and explanations provided by the company, there are no dues outstanding in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty, and Cess which have not been deposited on account of any dispute.

10) The company does not have any accumulated losses of more than 50% of its net worth at the end of the financial year and there was no cash loss during the financial year covered by our Audit and in the immediately preceding financial year.

11) Based on our Audit procedures and according to the information and explanations provided by the company, the company has not defaulted in repayment of any dues to financial institutions or banks.

12) 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 or other securities.

13) Based on our Audit procedures and according to the information and explanations provided by the company, the company is not a chit fund or a nidhi / mutual benefit Fund / society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14) Based on our examination of the records and evaluations of the related controls, we are of the opinion that the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

15) In our opinion and according to the information and explanations provided by the company, the company has not given any guarantees for loans taken by others from banks or other financial institutions.

16) Based on our Audit procedures and on the information given by the management, we report that the Company has not taken any term loans during the period.

17) Based on our Audit procedures and explanations given to us and on the basis of our examination, The Company has not raised short-term and long-term funds during the year and hence the use of such funds for the long term & short-term investments does not arise.

18) Based on our Audit procedures performed and the information and explanations given to us, the company has not made any preferential allotment of equity shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the period.

19) The Company has not issued any secured debentures during the period.

20) The Company has not raised any money by public issue of any securities during the year.

21) Based on our Audit procedures performed and the information and explanations provided by the company, no fraud on or by the company has been noticed or reported during the course of our audit.

For S A R A & ASSOCIATES Chartered Accountants Firm Registration No.: 120927W

Sd/- Ramawatar Sharma Partner Membership No. 102644

Place : Mumbai

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Mar 31, 2012

We have audited the attached Balance Sheet of 'SPLASH MEDIA & INFRA LIMITED' as at 31st March, 2012, the Profit & Loss Account & also Cash flow Statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order 2004 (the 'Order) issued by the Central Government of India in terms of Section 227 (4A) of 'The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, 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:

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

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

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts.

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

e) On the basis of the written representations received from the directors, as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a Director in terms of clause (g) of sub-section (I) of section 274 of the Companies Act, 1956.

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

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

ii. In the case of the Profit & Loss Account, of the profit of the Company for the year ended on that date, and

iii. In the case of the Cash Flow statement of the Cash Flow for the year ended on the date.

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

b. The fixed assets of the company have been physically verified by the Management during the year. We have been informed that no material discrepancies were noticed on such physical verification.

c. No substantial part of the fixed assets has been disposed off during the year, which has bearing on the going concern status of the company.

2. The Company does not have any inventory therefore provisions of clause 4(ii) of the Order is not applicable.

3. a. The company has not granted interest free unsecured loans to companies, firms or other parties covered in the register maintained u/s 301 of the companies act, 1956. hence the comment on the rate of interest and terms and conditions thereon is not required.

b. The Company has not taken any loans from companies, firms or other parties covered in the register maintained u/s 301 of the companies act, 1956. hence the comment on the rate of interest and terms and conditions thereon is not required.

4 In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and nature of-its business with regards to purchase of fixed assets and for the sales. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

5. According to the information and explanation given to us, there were no transaction with related parties, therefore the question of entering the same into the register maintained in pursuance of section 301 of the Companies Act, 1956 and comparison of prices of the transaction with the transactions entered into with other parties does not arise.

6. As informed by the management during the year, the Company has not accepted any deposits from the public within the purview of Section 58A, 58AA or any other relevant provisions of the Companies Act.

7. The Company does not have any formal Internal audit system.

8. The Central Government has not prescribed maintenance of cost records, under section 209( I )(d) of the Companies Act, 1956 for any of the activities conducted by the Company.

9. a. According to the information and explanations given to us, and on the basis of our examination of the records of the company, amounts deducted or accrued in the books of accounts in respect of undisputed statutory dues including provident fund, income tax, service tax and other material statutory dues have been generally regularly deposited during the year by the company with the appropriate authorities. As explained to us, the company did not have any dues on account of Employees State Insurance, Wealth Tax, Cess and Investor Education and Protection Fund.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, service tax and material statutory dues were in arrears as at 31 st March 2012 for a period of more than six months from the date they become payable.

c. According to the information and explanations given to us, there are no dues of income tax, provident fund, wealth tax, service tax and material statutory dues which have not been deposited with the appropriate authorities on account of any dispute.

d. There are no dues on account of cess under Section 441 A of the Companies Act, 1956 since the date from which aforesaid section comes into force has not yet been made effective by the Central Government.

10. The Company does not have accumulated losses as at the end of financial year and has not incurred cash losses in the current financial year and immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of Shares, Debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditor's Reports) Order, 2003 are not applicable to the company.

14. As the company is not dealing or trading in shares, securities, debentures and other investments so clause (xiv) of the said order is not applicable to the company.

15. According to the information and explanation given to us, the Company has not given any guarantee for loan taken by others from bank or financial institution.

16. The Company has not obtained any term loan during the year. Accordingly clause 4(xvi) is not applicable to the Company.

17. According to the information and explanations given to us and on overall examination of Balance Sheet of the Company, we are of the opinion that the funds raised on short term basis have not been used for long term investment.

18. The Company has not made any preferential allotment of shares to companies or firms or parties covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company did not have outstanding debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the course or our audit during the year.

For Ramanand and Associates

Chartered Accountants

Sd/-

CA Ramanand Gupta

Partner

Membership No.: 103975

Date : 5th June, 2012

Place : Mumbai

---

Mar 31, 2011

We have audited the attached Balance Sheet of ‘SPLASH MEDIA & INFRA LIMITED as at 31st March, 2011, the Proft & Loss Account and also Cash fow Statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order 2004 (the ‘Order) issued by the Central Government of India in terms of Section 227 (4A) of ‘The Companies Act, 1956 of India (the ‘Act) and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the said order.

Further to our comments in the annexure referred to above, we Report that:

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

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

c) The Balance Sheet and Proft and Loss Account dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet and the Proft & Loss Account dealt with by this report comply with the accounting standards referred to in sub-section 3(C) of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the directors, as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualifed as on 31st March 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011; and

ii. In the case of the Proft & Loss Account, of the proft of the Company for the year ended on that date, and

iii. In the case of the Cash Flow statement of the Cash Flow for the year ended on the date.

ANNEXURE TO THE AUDITORS REPORT (Referred to in Paragraph III of our report of even date)

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

b. The fixed assets of the company have been physically verifed by the Management during the year. We have been informed that no material discrepancies were noticed on such physical verifcation.

c. No substantial part of the fixed assets has been disposed off during the year, which has bearing on the going concern status of the company.

2. The Company does not have any inventory therefore provisions of clause 4(ii) of the Order is not applicable.

3. a. The company has not granted interest free unsecured loans to companies, frms or other parties covered in the register maintained u/s 301 of the companies act, 1956. hence the comment on the rate of interest and terms and conditions thereon is not required.

b. The Company has not taken any loans from companies, frms or other parties covered in the register maintained u/s 301 of the companies act, 1956. hence the comment on the rate of interest and terms and conditions thereon is not required.

4 In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and nature of its business with regards to purchase of fixed assets and for the sales. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

5. According to the information and explanation given to us, there were no transaction with related parties, therefore the question of entering the same into the register maintained in pursuance of section 301 of the Companies Act, 1956 and comparison of prices of the transaction with the transactions entered into with other parties does not arise.

6. As informed by the management during the year, the Company has not accepted any deposits from the public within the purview of Section 58A, 58AA or any other relevant provisions of the Companies Act.

7. The Company does not have any formal Internal audit system.

8. The Central Government has not prescribed maintenance of cost records, under section 209(1)(d) of the Companies Act, 1956 for any of the activities conducted by the Company.

9. a. According to the information and explanations given to us, and on the basis of our examination of the records of the company, amounts deducted or accrued in the books of accounts in respect of undisputed statutory dues including provident fund, income tax, service tax and other material statutory dues have been generally regularly deposited during the year by the company with the appropriate authorities. As explained to us, the company did not have any dues on account of Employees State Insurance, Wealth Tax, Cess and Investor Education and Protection Fund.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, service tax and material statutory dues were in arrears as at 31st March 2011 for a period of more than six months from the date they become payable.

c. According to the information and explanations given to us, there are no dues of income tax, provident fund, wealth tax, service tax and material statutory dues which have not been deposited with the appropriate authorities on account of any dispute.

d. There are no dues on account of cess under Section 441 A of the Companies Act, 1956 since the date from which aforesaid section comes into force has not yet been made effective by the Central Government.

10. The Company does not have accumulated losses as at the end of financial year and has not incurred cash losses in the current financial year and immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of Shares, Debentures and other securities.

13. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors Reports) Order, 2003 are not applicable to the company.

14. As the company is not dealing or trading in shares, securities, debentures and other investments so clause (xiv) of the said order is not applicable to the company.

15. According to the information and explanation given to us, the Company has not given any guarantee for loan taken by others from bank or financial institution.

16. The Company has not obtained any term loan during the year. Accordingly clause 4(xvi) is not applicable to the Company.

17. According to the information and explanations given to us and on overall examination of Balance Sheet of the Company, we are of the opinion that the funds raised on short term basis have not been used for long term investment.

18. The Company has not made any preferential allotment of shares to companies or frms or parties covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company did not have outstanding debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the course or our audit during the year.

For Ramanand and Associates

Chartered Accountants

Sd/-

CA Ramanand Gupta

Partner

Membership No. : 103975

Date : 30th May 2011

Place : Mumbai

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s. Splash Media & Infra Limited (Formely known as "Splash Mediaworks Limited) as at 31st March, 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have 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 statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (hereinafter referred to as the "Act"), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the annexure referred to above, we report that:

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 accounts as required by law have been kept by the Company, so far as it appears from our examination of the books of account.

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section211 of the Companies Act, 1956, to the extent applicable.

e) On the basis of the written representations received from directors and taken on record by the Board, none of the directors are disqualified as on March, 31, 2010, from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required:

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

ii) In the case of Profit and Loss Account, of the profit of the Company for the year ended on that date, and

iii) In the case of Cash Flow Statement of the Cash Flow for the year ended on the date.

Annexure To Auditors Report For The Year Ended as on 31st March, 2010. (Referred to in Paragraph (3) of our Report of even date)

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

b) As per Companys policy, verification of fixed assets is being conducted in a phased programme by the management designed to cover all assts over a period of one year, which in our opinion is reasonable having regard to the size of the company and the nature of fixed assets. The verification of asset as per this programme has been carried out. The discrepancies noticed on such physical verification were not material and have been properly dealt with in the books of account.

c) As the Company has not disposed off any fixed assets during the year, paragraph 4(i)© of the Companies (Auditors Report) Order, 2003 (hereinafter referred to as the Order) is not applicable.

2. The company does not have any inventory therefore provisions of clause 4(ii) of the companies (Auditors Report) Order, 2003 (as amended) are not applicable to the company.

3. a) The company has not granted interest free unsecured loan to any company, covered in the register maintained under section 301 of the companies act, 1956., hence the comment on the rate of interest and terms and conditions thereon is not required.

b) The company has not taken any unsecured loans from companies, firms or other parties covered in the register maintained u/s301 of the companies act, 1956. hence the comment on the rate of interest and terms and conditions thereon is not required

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to purchase of inventories, fixed assets and with regard to the sale of goods, if any.

5. According to the information and explanation given to us, there were no transaction with related parties, therefore the question of entering the same into the register maintained in pursuance of section 301 of the Companies Act, 1956 and comparison of prices of the transaction with the transactions entered into with other parties does not arise.

6. As informed by the management during the year, the Company has not accepted any deposits from the public within the purview of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956.

7. The Company does not have any formal Internal audit system.

8. According to the information and explanations given to us, the company has not been prescribed to maintain cost records under section 209(1 )(d) of the Companies Act, 1956.

9. a) According to the information and explanation given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, service tax, and other statutory dues, applicable to it. No undisputed amounts payable were in arrears as on 31s1 March,2010 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, no amounts in respect of sales tax, income tax, custom duty, wealth tax and cess remain undeposited on account of any dispute.

10. The company does not have accumulated losses as at the end of financial year and has not incurred cash losses in the current financial year and immediately preceding financial year.

11. In our opinion and as per the information and explanations given to us, the Company has not defaulted in repayment of dues to any bank or financial institution or debenture holders.

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

13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14. As the company is not dealing or trading in shares, securities, debentures and other investments so clause (xiv) of the said order is not applicable to the company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from bank or financial institutions.

16. The company has not obtained any term loan during the year. Accordingly clause 4(xvi) is not applicable to the company.

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

18. According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19. The company did not have any outstanding debentures during the year.

20. The company has not raised any money by public issue during the year covered by our report.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the course or our audit during the year.

For PKC & Associates

Chartered Accountants

Sd/- (Pradeep Choudhary)

Proprietor M.N.105628 Place: Mumbai