Auditor Report of GTT Data Solutions Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of GTT DATA SOLUTION LTD.
(Formerly known as Cinerad Communications Limited) (âthe Companyâ), which comprise the Balance Sheet as
at March 31, 2025, and the Statement of Profit and Loss, including Other Comprehensive Income, Statement of
Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial
statements, including material accounting policy information and other explanatory information (hereinafter
referred to as the âstand alone financial statementsâ).

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 (âthe Actâ) 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 Companies (Indian Accounting Standards) Rules, 2015, as amended (âInd
ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March
31, 2025, and loss (including other comprehensive income), changes in equity and its cashflows 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 (SAs)
specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the
âAuditorâs Responsibilities for the Audit of the Standalone Financial Statementsâ 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 (âICAIâ) together with the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that
the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the standalone financial statements for the year ended March 31, 2025. These matters were addressed in the context
of our audit of the standalone 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 the matters described below to be the key audit
matters to be communicated in our report.

a. Revenue recognition - fixed Price Contract

The Company engages in fixed price contracts with its customers wherein revenue from such contracts is
recognized over time. The Company uses input method to recognise revenue, as it represents efforts
expended towards satisfying a performance obligation relative to the total expected efforts or inputs to
satisfy the performance obligation.

Contract estimates are formed by the Company considering the following:

i. Application of the revenue recognition accounting standard is complex. It involves a number of key
judgements and estimates. One of the key estimates is total cost-to completion of these contracts. It is
used to determine the percentage of completion of the relevant performance obligation.

ii. There is judgement involved in identification of distinct performance obligations and determination of
transaction price for such performance obligations.

iii. These contracts may involve onerous obligations on the Company requiring critical estimates to be made.

iv. Contracts are subj ect to modification to account for changes in contract specification and requirements.

Considering the significant estimate involved in recognition of revenue based on percentage of completion method
in respect of fixed price contracts, we have considered this as key audit matter.

How the matter was addressed in our audit.

i. Obtained an understanding of the systems, processes and controls implemented by the Company and
evaluating the design and implementation of internal controls for measuring and recording revenue and
the associated contract assets and unearned revenue.

ii. Tested the design and operating effectiveness of key IT controls over IT environment in which the
business systems operate. This includes access controls, program change controls, program development
controls and IT operation controls.

a. For selected samples of contracts, we inspected the terms of the contract and assessed the revenue
recognized in accordance with Ind AS by;

â¢ Evaluating the identification of performance obligations.

â¢ Agreeing the transaction price to the underlying contracts.

â¢ Inspecting the approval of the estimates of cost to complete.

â¢ Assessing the work in progress (contract assets) on the balance sheet date by inspecting the
underlying invoices and signed agreements on a sample basis to identify possible delays in
achieving milestones. Those may require change in estimated costs to complete the remaining
performance obligations.

b. Assessment of Going Concern.

The Company has incurred significant losses during the year ended 31^st march 2025 and its current
liabilities exceed its current assets by ? 1526.76 lakhs. These conditions indicate the existence of a material
uncertainty that may cast significant doubt on the Companyâs ability to continue as a going concern.
Management has prepared the financial statements on a going concern basis, based on their assessment
of future cash flows and available sources of finance.

How the matter was addressed in our audit.

â¢ Evaluating the reasonableness of managementâs cash flow forecasts and the assumptions used.

â¢ Assessing the Companyâs ability to realise assets and discharge liabilities in the normal course of
business;

â¢ Reviewing financing and support arrangements; and

â¢ Considering the adequacy of disclosures regarding going concern in the financial statements.

Based on our procedures, we found that the use of the going concern assumption by management was appropriate
and the related disclosures were sufficient.

Our opinion is not modified in respect of this matter.

Emphasis of Matter

We draw attention to the following matters in the Notes to the Standalone Financial Results:

i. Note No. 41, in respect of the agreement for purchase of shares of M/s CRG Solutions Private Limited
was signed on December 31, 2024 for purchase of shares in a phased manner. The payment of Rs. 586.13
Lakh for acquisition of 10.51% of shares of M/s CRG Solutions Private Limited was made on January 27,
2025 but due to procedural issues the shares were transferred to companies account on April 11, 2025.
The company in its EOGM dt 26th March 2025 has approved to acquire 67.30% of M/s CRG Solutions
Private Limited via swap of shares. The swap of shares has affected on April 18, 2025. The effective
control has not been established as on the Balance sheet date as no share transfer or management control
has been established.

ii. Note No. 42, in respect of the agreement for purchase of shares of M/s Alpharithm Technologies Private
Limited was signed on March 3, 2025 for purchase of 100% of its shares. The payment of Rs. 251.55 Lakh
for acquisition of 16.77 of shares of M/s Alpharithm Technologies Private Limited was made on March
29, 2025 but due to procedural issues the shares were transferred to companies account on April 7, 2025.
The company in its EOGM dt 26th March 2025 has approved to acquire the balance 83.23% of M/s
Alpharithm Technologies Private Limited via swap of shares. The swap of shares has affected on April
18, 2025. The effective control has not been established as on the Balance sheet date as no share transfer
or management control has been established.

iii. Note No. 43, where the company has given an advance of Rs. 354 Lakh to O2 Breathing Brains Private
Limited in respect of purchasing their IP rights of their LMS platforms for business expansion of the
company along with their intangibles after carrying out necessary checks and verification as per the letter
of intent issued.

iv. Note No. 44, where the company has given an advance of Rs. 177 Lakh to Ujjvilas Technologies and
Software Private Limited in respect of purchasing IP rights of their various in-house developed their
proprietary softwareâs for business expansion of the company along with their intangibles after carrying
out necessary checks and verification as per the letter of intent issued.

v. Note No. 45, where the company has received an advance call money amounting to Rs. 1,188.12 Lakh
upto March 31, 2025 before making the first and final call in respect of the right issue.

Information Other than the Standalone Financial Statements and Auditorâs Report Thereon

The Companyâs Board of Directors is responsible for the other information. The other information comprises the
information included in the Directorâs report and Management discussion and analysis but does not include the
standalone financial statements and our auditorâs 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 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. misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.

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

The Companyâs 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, changes in equity and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgements 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 statement 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, the Management and Board of Directors are responsible for
assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditorâs 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 auditorâs 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.

We give in âAnnexure Aâ a detailed description of Auditorâs responsibilities for Audit of the Standalone Financial
Statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2020 (âthe Orderâ), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in âAnnexure Bâ a
statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a. We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the 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 except for the matter stated in the paragraph 2B(f)
below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

c. The standalone balance sheet, 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 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 Ind AS specified under
Section 133 of the Act.

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 are 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 with reference to standalone financial
statements of the Company and the operating effectiveness of such controls, refer to our separate
Report in âAnnexure Câ.

g. With respect to the other matters to be included in the Auditorâs 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:

a. The Company has disclosed the impact of pending litigations as at 31 March 2025 on its financial
position in its standalone financial statements - Refer Note 32 to the standalone financial
statements.

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

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

d. (i). The management of the Company has represented to us that, to the best of their knowledge
and belief, other than as disclosed in the to the standalone financial statements, no funds have
been advanced or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other person(s)or entity(is), including
foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or
otherwise, hat the Intermediary shall directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Company (âUltimate
Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.

(ii) The management of the Company has represented to us that, to the best of their knowledge
and belief, the standalone financial statements, no funds have been received by the Company
from any person(s) or entity(ies), including foreign entities (âFunding Partiesâ), 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 by or
on behalf of the Funding Parties (âUltimate Beneficiariesâ) or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries.

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

3. With respect to the matter to be included in the Auditorâs Report under Section 197(16) of the Act:

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 by the Company is not in excess of the limit laid down
under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under
Section 197(16) of the Act which are required to be commented upon by us.

For Mehta and Mehta

Chartered Accountants

Firm Reg. No.: 016513C

CA. Namrata Mehta

Partner

Membership No. 444456

Place: Sangli

Date: May 20, 2025

UDIN: 25444456BMHUSM1542

Mar 31, 2024

TO THE MEMBERS OF CINERAD COMMUNICATIONS LIMITEDReport on the Audit of the Financial StatementsOpinion

We have audited the accompanying financial statements of CINERAD COMMUNICATIONS LIMITED (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as âthe financial statementsâ).

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 (âthe Actâ) 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, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, the profit/loss 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 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 Auditorâs 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 ICAIâs 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 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.

Information Other than the Financial Statements and Auditorâs Report Thereon

The Companyâs 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, Boardâs Report

including Annexures to Boardâs Report, Business Responsibility Report, Corporate Governance and Shareholderâs Information, but does not include the financial statements and our auditorâs 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 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.

Managementâs Responsibility for the Financial Statements

The Companyâs 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, 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 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 Companyâs 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 Companyâs financial reporting process.

Auditorâs 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 auditorâs 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 scepticism throughout the audit. We also:

â¢ 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.

â¢ 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.

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

â¢ Conclude on the appropriateness of managementâs 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 Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs 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 auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs 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 (Auditorâs Report) Order, 2020 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in the âAnnexure Aâ 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, 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 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, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.

g. With respect to the other matters to be included in the Auditorâs Report in accordance with the requirements of section 197 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 Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us :

i. The Company does not have any pending litigations which would impacts its financial position in its 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.

iv.

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

(âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b. The management has represented, that, to the best of its knowledge and belief, no funds have been received by the company from any person or entity, including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

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

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

vi. The Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of accounts using accounting software which has a feature of recording audit trail (edit log) facility, is applicable with effect from April 1, 2023 to the Company and accordingly the same has been complied with by the company from November 8, 2023 onwards effectively.

Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated w.e.f November 8, 2023 for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with. Additionally, the software includes functionality to disable the audit trail as necessary.

For R. K. KANKARIA & CO.

Chartered Accountants

Firm Reg. No. : 321093E

Sd/-

R. K. KANKARIA

Partner

M. No: 082796

Place: Kolkata

Date: 29 th May, 2024 UDIN: 24082796BKFCSC8050

Mar 31, 2015

We have audited the accompanying financial statements of CINERAD COMMUNICATIONS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

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

AUDITOR'S RESPONSIBILITY

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

OPINION

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;

(b) In the case of the Statement of Profit and Loss, of the Loss 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.

EMPHASIS OF MATTERS

We draw attention to the following matters in the Notes to the financial statements:

a) As certified by the management and relied upon by us in the matter that no lawsuits filed against the company.

b) That the Company has accumulated losses as at the end of the financial year and its net worth has been substantially eroded. The Company has incurred a net cash loss during the current financial year . However the Company has not incurred net cash loss during the immediately preceding previous year. However, the Company's current liabilities does not exceed its current assets as at the balance sheet date. These conditions, along with other matters indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. However, the financial statements of the Company have been prepared on a going concern basis .

Our opinion is not modified in respect of these matters.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. We have not reported on internal financial control system as the same has been deferred by Ministry of Corporate Affairs, Government of India Notification No. G.S.R. 722(E) dated 14th October, 2014.

2. As required by the Companies (Auditor's Report) Order, 2015 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 statement on the matters specified in paragraph 3 and 4 of the order.

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

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

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

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

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

(e) The going concern matter described in sub-paragraph (b) under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

(f) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

I. The Company does not have any pending litigations which would impact its financial position.

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.

Annexures To The Auditor's Report

Referred to in paragraph 2 under the 'Report on Other Legal and Regulatory Requirements' of my Report of even date on the Accounts for the year ended on 31.03.2015.

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

b) All the fixed assets have been physically verified by the management during the year which, in our opinion, is reasonable having regard to the size of the company and the nature of its business. As informed no material discrepancies were noticed on such verification.

2. The company had No inventory during the year, accordingly this clause is not applicable to it.

3. The Company has not granted any secured/unsecured loans to parties covered in the Register maintained under section 189 of the Companies Act. Accordingly, this clause is not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business.

Further on the basis of our examinations and according to the information and explanations given to us we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control systems.

5. The Company has not accepted any deposits from the public. In our opinion and according to the information and explanations given to us the, directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the companies Act and the rules framed there under, to the extent applicable have been complied with.

6. According to the information and explanations given to us, the company is not required for the maintenance of cost records which has been prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013. Hence this clause is not applicable to it.

7. a) According to the records examined by us, the company is regular in depositing undisputed statutory dues with appropriate authorities including Income Tax, Wealth Tax, Service Tax, Cess and any other statutory dues applicable to it.

As informed to us provisions relating to Provident Fund, Employees State Insurance, Sales Tax, Custom Duty, Value added Tax and Excise Duty are not applicable to it.

Further there were no outstanding dues at the year end 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 disputed amount is pending before any forum of the above mentioned statutory dues.

c) According to the information and explanations given to us, the company is not required to transfer any amount to the investor education and protection fund in accordance with the relevant provisions of Companies Act, and rules made thereunder has been transferred to such fund within time.

8. The Company has accumulated loss at the end of the financial year which is more than fifty percent of its net worth and it has incurred net cash loss during the financial year and in the immediately preceding financial year.

9. Based on our audit procedures and as per the information and explanations given by the management, the company has not defaulted in repayment of dues to financial institutions or bank or debenture holders.

10. According to the information and explanations given to us by the management, the company has not given any guarantee for loans taken by others from bank or financial institutions.

11. The Company has not obtained any term loans. Accordingly this clause of the Order is not applicable.

12. Based upon audit procedures performed for the purposes of reporting the true and fair view of the financial statements and as per the information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported by the management during the year under audit.

For MAROTI & ASSOCIATES Chartered Accountants

(M.K.MAROTI) Partner Place : Kolkata M . No. 057073 Date : 26th Day of May, 2015 Firm Reg. No: 322770E

Mar 31, 2014

We have audited the accompanying financial statements of M/s- CINERAD COMMUNICATIONS LIMITED, 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. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

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

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

(b) in the case of the statement of Profit and Loss, of the LOSS 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 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

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 and with the returns received from branches not visited by us;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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.

ANNEXURES TO THE AUDITORS'' REPORT

Referred to in paragraph 3 of our Report of even date on the Accounts for the year ended on 31.03.2014.

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

b) All the fixed assets have been physically verified by the management during the year which, in our opinion, is reasonable having regard to the size of the company and the nature of its business. As informed no material discrepancies were noticed on such verification.

c) There has been no disposal of fixed assets during the year.

2. The Company had No Inventories during the year hence clause 4(II) (a) (b) and (c) are not applicable to it.

3. a) The Company has not granted unsecured loans to parties covered in the Register maintained under Sec 301 of the Companies Act. Hence clause 4(III) (b) (c) and (d) are not applicable.

b) The Company has not taken unsecured Loan from Party covered in the Register maintained under Sec 301 of the Act Hence clause 4( III ) ( f ) and ( g ) are not applicable.

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. Further on the basis of our examinations and according to the information and explanations given to us we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control systems.

5. a) In our opinion and according to the information and explanations given to us we are of the opinion that the transactions in which Directors are interested as contemplated under Sec 299 of the Companies Act , 1956 and which required to be so entered in the register maintained under SEC 301 of the said Act , have been so entered

b) In our opinion and according to the information and explanations given to us the Company has not entered into any transaction made in pursuance of contracts or arrangements entered in the Register maintained under Sec 301 of the Companies Act 1956 exceeding Rs 5,00,000 / or more in respect of any party . Accordingly Paragraph ( V ) ( b ) of the order is not applicable.

6. The Company has not accepted any deposits from the public. In our opinion and according to the information and explanations given to us the directives issued by the Reserve Bank of India and the provisions of sections 58A. 58AA or any other relevant provisions of the Act and the rules framed there under, to the extent applicable have been complied with.

7. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act,1956 in respect of services carried out by the Company

9. a) According to the records examined by us, the company is regular in depositing with appropriate authorities undisputed Income Tax Wealth Tax, Service Tax, Custom Duty, Excise Duty, Investor Education Protection Fund, Cess and other statutory dues applicable to it.

As informed to us provisions relating to Provident Fund, Employees State Insurance, Sales Tax, are not applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax Wealth Tax, Service Tax, Custom Duty, Excise Duty, Investor Education Protection Fund, Cess and other statutory dues were outstanding at the year end for a period of more than Six Months from the date they became payable other than those mentioned below:

Name of the Nature of Period to Amount Forum where Statute Dispute Which it Dispute is pending Relates

The Income Tax 2011-12 Rs. 40,42,850/- CIT (A) Tax Act 1961

As informed to us provisions relating to Provident Fund, Employees State Insurance, Sales Tax, are not applicable to it.

10. The Company has accumulated losses at the end of the Financial Year which is more than fifty percent of the net worth of the company. Further it has incurred cash losses during the financial year ended on that date and in the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, the company has not defaulted in repayment of dues to financial institutions or bank. There were no outstanding debentures during the year .

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 Report) Order, 2003 are not applicable to the Company.

14. In respect of dealing / trading in shares in our opinion and according to the information and explanations given to us proper records have been maintained of the transactions and contracts and timely entries have been made therein in. The shares have been held by the Company in its own name

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

16. The Company has not obtained any term loans. Accordingly clause 4(xvi) of the Order is not applicable.

17. According to the information and explanations given to us and on the basis of an overall examination of the balance sheet of the Company, we report that the Company has not utilized any funds raised on short term basis for long term investments.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section301 of the Act. Accordingly, clause 4(xviii) of the order is not applicable.

19. The Company did not have any outstanding debentures during the year. Accordingly, clause 4(xix) of the order is not applicable.

20. The Company has not raised any money by public issues during the year. Accordingly, clause 4(xx) of the order is not applicable.

21. Based upon audit procedures performed for the purposes of reporting the true and fair view of the financial statements and as per the information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported by the management during the year under audit.

For MAROTI & ASSOCIATES Chartered Accountants

M.K.MAROTI (Proprietor) Place : Kolkata (M. No.057073) Date : 27th Day of May, 2014 (Firm Reg. No: 322770E)

Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of CINERAD COMMUNICATIONS LIMITED, which comprise the Balance Sheet as at March 31, 2013, 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. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

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

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

(b) in the case of the statement of Profit and Loss, of the LOSS 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 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

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 and with the returns received from branches not visited by us;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. on the 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.

ANNEXURES TO THE AUDITORS'' REPORT

Referred to in paragraph 3 of our Report of even date on the Accounts for the year ended on 31.03.2013.

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

b) All the fixed assets have been physically verified by the management during the year which, in our opinion, is reasonable having regard to the size of the company and the nature of its business. As informed no material discrepancies were noticed on such verification.

c) There has been no disposal of fixed assets during the year.

2. The Company had No Inventories during the year hence clause 4(II) (a) (b) and (c) are not applicable to it.

3. a) The Company has not granted unsecured loans to parties covered in the Register maintained under Sec 301 of the Companies Act. Hence clause 4( III ) ( b ) ( c ) and ( d are not applicable .

b) The Company has not taken unsecured Loan from Party covered in the Register maintained under Sec 301 of the Act Hence clause 4( III ) ( f ) and ( g ) are not applicable.

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. Further on the basis of our examinations and according to the information and explanations given to us we have neither come across nor have we been informed of any instance of major weakness in the aforesaid internal control systems.

5. a) In our opinion and according to the information and explanations given to us we are of the opinion that the transactions in which Directors are interested as contemplated under Sec 299 of the Companies Act , 1956 and which required to be so entered in the register maintained under SEC 301 of the said Act , have been so entered

b) In our opinion and according to the information and explanations given to us the Company has not entered into any transaction made in pursuance of contracts or arrangements entered in the Register maintained under Sec 301 of the Companies Act 1956 exceeding Rs 5,00,000 / or more in respect of any party . Accordingly Paragraph ( V ) ( b ) of the order is not applicable.

6. The Company has not accepted any deposits from the public. In our opinion and according to the information and explanations given to us the directives issued by the Reserve Bank of India and the provisions of sections 58A. 58AA or any other relevant provisions of the Act and the rules framed there under, to the extent applicable have been complied with.

7. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act,1956 in respect of services carried out by the Company

9. a) According to the records examined by us, the company is regular in depositing with appropriate authorities undisputed Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Investor Education Protection Fund, Cess and other statutory dues applicable to it.

As informed to us provisions relating to Provident Fund, Employees State Insurance, Sales Tax, are not applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Investor Education Protection Fund, Cess and other statutory dues were outstanding at the year end for a period of more than Six Months from the date they became payable

As informed to us provisions relating to Provident Fund, Employees State Insurance, Sales Tax, are not applicable to it.

10. The Company has accumulated losses at the end of the Financial Year which is more than fifty percent of the net worth of the company. Further it has incurred cash losses during the financial year ended on that date and in the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, the company has not defaulted in repayment of dues to financial institutions or bank. There were no outstanding debentures during the year

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 Report) Order, 2003 are not applicable to the Company.

14. In respect of dealing / trading in shares in our opinion and according to the information and explanations given to us proper records have been maintained of the transactions and contracts and timely entries have been made therein in. The shares have been held by the Company in its own name

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

16. The Company has not obtained any term loans. Accordingly clause 4(xvi) of the Order is not applicable.

17. According to the information and explanations given to us and on the basis of an overall examination of the balance sheet of the Company, we report that the Company has not utilized any funds raised on short term basis for long term investments.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section301 of the Act. Accordingly, clause 4(xviii) of the order is not applicable.

19. The Company did not have any outstanding debentures during the year. Accordingly, clause 4(xix) of the order is not applicable.

20. The Company has not raised any money by public issues during the year. Accordingly, clause 4(xx) of the order is not applicable.

21. Based upon audit procedures performed for the purposes of reporting the true and fair view of the financial statements and as per the information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported by the management during the year under audit.

For MAROTI & ASSOCIATES

Chartered Accountants

M.K.MAROTI

(Proprietor)

Place : Kolkata (M. No.057073)

Date : 24th Day of May, 2013. (Firm Reg. No: 322770E)

Mar 31, 2012

1. We have audited the attached Balance Sheet of Cinerad Communications Ltd. as at 31st March 2012 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. 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 from any material misstatement. An audit 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 (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956. We enclose in the Annexure a statement specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph (3) 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 and Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account;

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

(v) On the basis of written representations received from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of 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 Balance Sheet, the Profit and Loss Account and Cash Flow Statement 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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012; and

(b) in the case of the Profit and Loss Account, of the Profit for the year ended on that date.

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date to the members of CINERAD COMMUNICATIONS LIMITED for the year ended 31st March 2012)

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

1. a) The Company has maintained proper records, showing full particulars including quantitative details and situation of fixed assets. However updating of the fixed assets register is under process.

b) As explained to us, the fixed assets have been physically verified by the management in accordance with a phased programme of verification which is our opinion is reasonable considering the size and nature of its business. No discrepancies were noticed on the assets physically verified by the Management.

c) In our opinion, a substantial part of fixed assets have been disposed off by the company during the year. According to the information & explanations given to us, we are of opinion that the sale of said premises has not affected the going concern status of the company.

2. The company has no inventory at the end of the year.

3. 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 and accordingly, paragraph (iii)(a), (iii)(b), (iii)(c) (iii)(d), (iii)(e) and (iii)(f) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures needs to be strengthened with the size of the company and the nature of its business with regard to purchase of fixed assets. The nature of business of the Company does not involve any purchase of inventory and sale of goods. Further, on the basis of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register maintained under Section 301 in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the Public within the meaning of section 58A & 58AA or any other relevant provisions of the Act, 1956 and rules framed there under.

7. We have been informed that though the paid up capital exceeds Rs. 50 lakhs, the company has carried out only limited activities and therefore internal audit has not been carried out during the year.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of Cost Records under Clause (d) of subsection 1 of section 209 of the Companies Act, 1956 in respect of services carried out by the Company.

9. a) The Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Income tax and other material statutory dues applicable with the appropriate authorities in India.

In our opinion there are no undisputed statutory dues as at the last day of the financial year that remains outstanding for more than six months from the date they become payable.

10. In our opinion, the accumulated losses of the company at the end of the financial year are more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered under the audit, however the company has incurred cash losses in the financial year immediately preceding current financial year.

11. According to the information and explanations given to us, the Company has not borrowed any loans from Banks and financial institutions and there are no debentures issued by the Company. Therefore Clause 4 (xi) of Companies (Auditor's Report) Order, 2003 is not applicable.

12. Based on our examination of the records and the information & explanations given to us, the company has not granted any loans and/or advances on the security by way of pledge of shares, debentures and other securities.

13. Clause (xiii) of the order is not applicable to the company, as the company is not a chit fund company or nidhi/ mutual benefit fund/society.

14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the company has not given guarantee for loans taken by others from banks and financial institutions.

16 The company has not obtained any term loan during the current year.

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 during the year as there were no funds raised on short-term/long term basis, Clause 4(xvii) of the Companies (Auditor's Report) Order, 2003 is not applicable.

18 The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19 The company has not issued any debentures during the year

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

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

For Rastogi Narain & Co. Chartered Accountants

Shanti Narain Partner, Membership No. 87370,

Place: New Delhi, Date: 29th May, 2012

Mar 31, 2011

1. We have audited the attached Balance Sheet of Cinerad Communications Ltd. as at 31st March 2011 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. 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 from any material misstatement. An audit 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 (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956. We enclose in the Annexure a statement specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph (3) 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 and Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account;

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

(v) On the basis of written representations received from the directors, as on 31 st March, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2011 from being appointed as a 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 Balance Sheet, the Profit and Loss Account and Cash Flow Statement 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

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

(b) in the case of the Profit and Loss Account, of the Profit for the year ended on that date.

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date to the members of CINERAD COMMUNICATIONS LIMITED for the year ended 31st March 2011)

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

1. a) The Company has maintained proper records, showing full particulars including quantitative details and situation of fixed assets. However updating of the fixed assets register is under process.

b) As explained to us, the fixed assets have been physically verified by the management in accordance with a phased programme of verification which is our opinion is reasonable considering the size and nature of its business. No discrepancies were noticed on the assets physically verified by the Management.

c) In our opinion, a substantial part of fixed assets have been disposed off by the company during the year. According to the information & explanations given to us, we are of opinion that the sale of said premises has not affected the going concern status of the company.

2. The company has no inventory at the end of the year.

3. 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 and accordingly, paragraph (iii)(a), (iii)(b), (iii)(c) (iii) (d), (iii)(e) and (iii)(f) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures needs to be strengthened with the size of the company and the nature of its business with regard to purchase of fixed assets. The nature of business of the Company does not involve any purchase of inventory and sale of goods. Further, on the basis of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register maintained under Section 301 in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the Public within the meaning of section 58A & 58AA or any other relevant provisions of the Act, 1956 and rules framed thereunder.

7. We have been informed that though the paid up capital exceeds Rs. 50 lakhs, the company has carried out only limited activities and therefore internal audit has not been carried out during the year.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of Cost Records under Clause (d) of subsection 1 of section 209 of the Companies Act, 1956 in respect of services carried out by the Company.

9. a) The Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Income tax and other material statutory dues applicable with the appropriate authorities in India.

b) In our opinion there are no undisputed statutory dues as at the last day of the financial year that remains outstanding for more than six months from the date they become payable.

10. In our opinion, the accumulated losses of the company at the end of the financial year are more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered under the audit, however the company has incurred cash losses in the financial year immediately preceding current financial year.

11. According to the information and explanations given to us, the Company has not borrowed any loans from Banks and financial institutions and there are no debentures issued by the Company. Therefore Clause 4 (xi) of Companies (Auditor's Report) Order, 2003 is not applicable.

12. Based on our examination of the records and the information & explanations given to us, the company has not granted any loans and / or advances on the security by way of pledge of shares, debentures and other securities.

13. Clause (xiii) of the order is not applicable to the company, as the company is not a chit fund company or nidhi / mutual benefit fund / society.

14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the company has not given guarantee for loans taken by others from banks and financial institutions.

16. The company has not obtained any term loan during the current year.

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 during the year as there were no funds raised on short-term / long term basis, Clause 4(xvii) of the Companies (Auditor's Report) Order, 2003 is not applicable.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

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

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

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

For Rastogi Narain & Co. Chartered Accountants Firm Registration No.: 008775N

SHANTI NARAIN Partner M. No. 87370 Place: New Delhi Date : 30.05.2011

Mar 31, 2010

1. We have audited the attached Balance Sheet of Cinerad Communications Ltd. as at 31 st March 2010 and also the Profit and Loss Account and 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 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 from any material misstatement. An audit 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 Section 227(4A) of the Companies Act, 1956. We enclose in the Annexure a statement specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph (3) 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 and Profit and Loss Account and Cash Flow Statement referred to in this report are in greement with the books of account;

(iv) In our opinion the Balance Sheet and Profit and Loss Account and Cash Flow Statement comply with the accounting standards as referred to in Section 211(3C) of the 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 as a 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 Balance Sheet, the Profit and Loss Account and Cash Flow Statement 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

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

(b) in the case of the Profit and Loss Account, of the Loss for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 3 of our report of even date to the members of CINERAD COMMUNICATIONS LIMITED for the year end 31st march 2010).

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

1. 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 in accordance with a phased programme of verification which in our opinion is reasonable considering the size and nature of its business. No discrepancies were noticed on the assets physically verified by the Management.

c) In our opinion, a substantial part of fixed assets have not been disposed off by the company during the year.

2. The company has no inventory at the end of the year.

3. 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 and accordingly, paragraph (iii)(a), (iii)(b), (iii)(c) (iii)(d), (iii)(e) and (iii)(f) of the Order are not applicable.

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 purchases of fixed assets and stores/spare part inventory. The nature of business of the Company do not involve any sale of goods. Further, on the basis of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided

by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register maintained under that section.

b) I n our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register maintained under Section 301 in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the Public within the meaning of section 58A & 58AA or any other relevant provisions of the Act, 1956 and rules framed thereunder,

7. In our opinion the Company has an internal audit system commensurate with the size and nature of its business.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of Cost Records under Clause (d) of subsection 1 of section 209 of the Companies Act, 1956 in respect of services carried out by the Company.

9. a) The Company is generally regular in depositing with the appropriate authorities undisputed statutory dues

including Provident Fund, Employees state insurance, Income tax. Wealth Tax, and other material statutory Dues applicable to it. There were no arrears as at 31stMarch 2010 for a period of more than six months from the date they become payable.

b) According to the information and explanation given to us there are no disputed dues in respect of income tax and other statutory dues applicable to the company.

10. In our opinion, the accumulated losses of the company at the end of the financial year are more than fifty percent of its net worth. The company has incurred cash losses in the current year and in the financial year immediately preceding current financial year.

11. According to the information and explanations given to us, the Company has not borrowed any loans from Banks and financial institutions and there are no debentures issued by the Company. Therefore Clause 4 (xi) of Companies (Auditors Report) Order, 2003 is not applicable,

12. Based on our examination of the records and the information & explanations given to us, the company has not granted any loans and / or advances on the security by way of pledge of shares, debentures and other securities.

13. Clause (xili) of the order is not applicable to the company, as the company is not a chit fund company or nidhi / mutual benefit fund / society.

14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the company has not given guarantee for loans taken by others from banks and financial institutions.

16 The company has not obtained any term loan during the current year.

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 during the year as there were no funds raised on short-term / long term basis, Clause 4(xvii) of the Companies (Auditors Report) Order, 2003 is not applicable.

18 The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19 The company has not issued any debentures during the year

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

21 During the course of our examination of the books and records of the company, carried out in accordance with generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such cases by the management,

For Rastogi Narain & Co.

Chartered Accountants

SHANTI NARAIN

Partner

M. No. 87370 Firm Registration No.: 08775N

Place: New Delhi

Date: 29.05.2010

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