radaan media Auditors report

To the Members of

RADAAN MEDIAWORKS INDIA LIMITED

Report on the Audit of the Standalone Financial Statements.

Qualified Opinion

We have audited the standalone financial statements of RADAAN MEDIAWORKS INDIALIMITED ("the Company"), which comprise the Balance Sheet as at 31^sr March 2023, the Statement of Profit and Loss, Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, the Loss, other comprehensive loss, and changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

4. Disruption in Operations owing to COVID-19

We draw attention to Note No.3 of the Standalone Financial Statements which discloses that the industry in which the Company operates is adversely affected owing to the impact of Covid-19. It is also not clear as to when the operations will regularize.

5. Material Uncertainty relating to Going Concern

We draw attention to Note No. 20 of the Statement. The Companys net worth has fully eroded and its current liabilities have exceeded its current assets. In the current scenario, the Company is faced with liquidity crunch and has undisputed statutory dues to the tune of Rs.138.47 lakhs that are yet to be paid as at March 31, 2023. Due to non- payment of statutory liabilities, there may be potential non-compliance under relevant statutes and regulations. These events or conditions, along with other matters indicate that a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern.

However, the Company is confident of meeting its obligations in the normal course of its business and accordingly, the financial statements of the Company have been prepared on a going concern basis.

6. Investments

We draw attention to Note No. 9 (i) of the Statement relating to the Companys non-current investment in Celebrity Cricket League Pvt Ltd of Rs.72.25 Lakhs as at 31/03/2023, the Company has not assessed fair value due to covid-19 pandemic situation.

We draw attention to Note No.8 & 17 of the Statement relating to Companys investments in their wholly owned subsidiary Radaan Media Ventures Pte Ltd amounting to Rs. 9.35 Lakhs as at 31/03/2023 and loans and advance to subsidiary amounting to Rs.18.46 Lakhs. The investment in the subsidiary has not been tested for impairment as per IND AS 36.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013, as amended ("the Act"). Our responsibilities under those Standards are further described in the "Auditors Responsibilities for the Audit of the Standalone Financial Results" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our 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.

Emphasis of Matter

We refer to Note No.48(A) of the Statement regarding delay in completion of the building under construction. Total aggregate Capital Work-In-Progress of Rs.17.48 Crores as at 31/3/2023, comprise of Land UDS consideration (including registration & Stamp duty and processing charges) of Rs.10.62 Crores, stage wise construction payment of Rs. 2.65 Crores and interest on bank borrowing cost of Rs.4.21 Crores capitalized during construction period. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. 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 thesematters.We have determined the matters described below to be the key audit matters to be communicated in our report.

a) Assessment of Provisions for taxation, litigations and claims	The following audit procedures were performed in this area, among others to obtain sufficient appropriate audit evidence:
As At 31st March 2023, the Company has contingent liability to the tune of Rs.14,58,67,936. These were estimated using a significant degree of management judgment in interpreting the various relevant rules, regulations and practices and in considering precedents in various forums.	- Based on the procedures performed, it is concluded that the managements assessment of the outcome of pending litigations and claims is appropriate.
	- Letters have been obtained from the Company regarding the likely outcome and magnitude of and exposure to the relevant litigation based on the previous orders passed by appropriate authorities in similar matters.
Note 49 of the Notes to Accounts to the Financials	- Previous judgments made by relevant tax Authorities and advice given by Companys advisors on these matters were reviewed.
b) Work In Progress Valuation	- Audit areas include the following but not restricted to:
The closing balance of Work in Progress stands at Rs.8,06,29,947. This was identified as a Key Audit Matter as it is a significant portion of the Financial Statements.	- Evaluating the Design of Internal Controls relating to recording of costs incurred and estimation of further costs that are required for completion of the episodes
	- Understanding the context of the Work in Progress in terms of Number of episodes that have been shot and yet to be aired.
	These numbers were justified by the Internal Production team.
	- Selected episodes to be aired on a sample basis and tested the same for evaluating the costs involved therein.
	- Obtaining a closing statement of episodes in hand as at 31st March 2023. Reviewed the same for any old unaired episodes that require impairment.
c) Investments in Subsidiary	The following audit procedures were performed in this area:
	- Calling for the Financials Statements of 31st March 2023.
The Company has an investment in an Overseas Subsidiary named ‘Radaan Media Ventures Pte. Ltd in Singapore amounting to Rs.9,35,000 or SGD 20,000. The subsidiary has not been in full- fledged commercial operation since financial year 2014 -15. The carrying value of this investment was questioned by Audit. Further Loans were given to the subsidiary carrying an interest rate of 10% which is overdue.	- Audit questioned the existence and valuation of the investment in view of no operations in the subsidiary for the past five years.
	- Annual Performance reports and filings in relation to the foreign subsidiary were verified.
	- Furthermore, the appropriateness of the disclosures made in note 36 to the financial statements was assessed.
d) Other Investments	The Audit questioned the carrying value of these investments.
The Company has investments in Celebrity Cricket League Private Limited to the tune of Rs.72,25,231/- (7,50,000 equity shares of	- It is informed that CCL review its business plan after pandemic situation and it is concluded that the managements estimation of carrying value of investment is appropriate.
Rs.10/- each).	- Furthermore, the appropriateness of the disclosures made in note 37 (a) to the financial statements was assessed.
e) Non-payment of Statutory Dues Payment	- Audit Procedure checked the undisputed statutory payments dues remain unpaid.
Audit observed that there were non- payments of statutory payment dues.	- Management responded working capital as cause for non- payment and affirmed the compliance once the present situation improves.
f) Delay in Unsecured Loan Repayments	- Audit Procedure checked the revised repayment terms with party negotiated.
g) Revenue Recognition (IND AS 115)
Recognition of revenue is complex due to certain specific nature of customer contracts.	- Audit procedure involved review of the Companys IND AS 115 implementation process and key judgments made by management, evaluation of customer contracts in light of IND AS 115 on sample basis and comparison of the same with managements evaluation and assessment of design and operating effectiveness of internal controls relating to revenue recognition.
The application of the standard on recognition of revenue involves significant judgment and estimates made by the management which includes;	- Based on the procedures performed, it is concluded that managements judgments with respect to recognition and measurement of revenue in light of IND AS 115 is appropriate.
- Identification of performance obligations contained in contracts.
- Determination of the most appropriate method for recognition of revenue relating to the identified performance obligations.
- Assessment of transaction price and
- Allocation of the assessed price to the individual performance obligations.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companys Annual Report, but does not include the standalone financial statements and our 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.

Managements Responsibility for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with the rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. 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 implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial 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, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors 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 auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

- Conclude on the appropriateness of managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone 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 standalone financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors 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

As required by the Companies (Auditors Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure A" statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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, except for the items specified above. (Refer "Basis of Qualification" para in our Audit Report).

(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 and statement of changes in the equity dealt with by this Report are in agreement with the books of accounts.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, except for the items specified above. (Refer "Basis of Qualification" para in our Audit Report).

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

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

(g) With respect to the matter to be included in the Auditors Report under section 197(16) of the Act as amended:

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

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

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

Refer Note 49 to the standalone financial statements ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

iv. (a) Management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(is), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (Refer Note.48(I) to the Standalone Financial Statements)

(b) Management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note.48(I) to the Standalone Financial Statements), and

(c) Based on the audit procedures adopted by us, nothing has come to our notice that has caused us to believe that the representations made by the Management under sub clause (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any Dividend during the year.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

Annexure A to Independent Auditors Report:

Referred to in Paragraph 1 of Report on Other Legal and Regulatory Requirements of our Report of even date

i. a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant & Equipment to the best of our knowledge and on the basis of available information.

(B) The Company has maintained proper records showing full particulars, including quantitative details and situation of Intangible Asset to the best of our knowledge and on the basis of available information.

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

c) According to the information and explanation given to us, and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than properties where the company is the lessee, and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the Company.

d) The company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year. Accordingly, clause (i(d)) of Para 3 of Companies (Auditors Report) Order 2020 is not applicable.

e) The company does not hold any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. Accordingly, clause (i)(e) of Para 3 of Companies (Auditors Report) Order 2020 is not applicable.

ii. (a) Physical verification of inventory has been conducted at reasonable intervals by the management and in our opinion the coverage and procedure of such verification by the management is appropriate and no discrepancies of 10% or more in the aggregate for each class of inventory were noticed.

(b) According to the records of the Company and information and explanations given to us, the company has been sanctioned working capital limits in excess of five crore rupees, in aggregate from banks or financial institutions on the basis of security of current assets during the year. The quarterly returns or statements filed by the company with the banks or financial institutions are in agreement with the books of accounts of the company.

iii. (a) In our opinion and according to the explanations given to us, the company has made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties, as indicated below- (A)

To Whom	Type (Loan /advance /guarantee /security)	Aggregate amount during the year	Balance outstanding at balance sheet date
Subsidiaries	Loan	NA	Rs. 4,93,792
Subsidiaries	Adv- Exps - Reimbursement	NA	Rs.13,52,546
Joint Ventures	NA	NA	NA
Associates	NA	NA	NA
(B) To Whom (other than those mentioned in A)	Type (Loan /adv /guarantee /security)	Aggregate amount during the year	Balance outstanding at balance sheet date
Employees	Loans	Rs.1,16,107	Rs. 14,000

(b) In our opinion and according to the explanations given to us, the investments made, guarantees provided, security given and the terms and conditions of the grant of all loans and advances in the nature of loans and guarantees provided are not prejudicial to the Companys interest.

(c) In our opinion and according to the explanations given to us in respect of loans and advances in the nature of loans, the loans granted are repayable on demand and no repayment schedule has been stipulated for the loan specified in clause (iii)(a)(A), However, Repayment schedule has been stipulated Employee Loan specified in Clause (iii)(a)(B) for Rs.14,000 and the receipt of principal are in line with the Repayment Schedule.

(d) In our opinion and according to the explanations given to us in respect of loans and advances in the nature of loans, there is no loan amount overdue for a period of more than 90 days.

(e) In our opinion and according to the explanations given to us, no loans or advance in the nature of loan granted which has fallen due during the year has been renewed or extended nor fresh loans have been granted to settle the overdue of existing loans given to the same parties. Accordingly, clause (iii(e)) of Para 3 of Companies (Auditors Report) Order 2020 is not applicable.

(f) According to the explanations given to us, the Company has granted loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment. The details are given below-

	All Parties	Promoters	Related Parties
Aggregate amount of loans / advances in nature of loans
	Rs. 4,93,792/-	NA	Rs. 4,93,792/-
-Repayable on demand (A)
- Agreement does not specify any terms or period of repayment (B)	N.A.	N.A.	N.A.
Total (A+B)	Rs. 4,93,792/-	N.A.	Rs. 4,93,792/-
Percentage of loans/ advances in nature of loans to the total loans	19.43%	N.A.	19.43%

iv. In our opinion and according to the explanations given to us, in respect of loans, investments, guarantees, and security, the Company has complied with the provisions of Section 185 and 186 of the Companies Act. Therefore, the provisions of the paragraph 3(iv) of the Order is not applicable to the Company.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits from the public within the meaning of Sections 73 to 76 or any other relevant provisions of the Act and rules framed thereunder. Accordingly, clause (v) of Para 3 Of Companies (Auditors Report) Order 2020 is not applicable.

vi. To the best of our knowledge and as explained to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 for any of the products/services manufactured/rendered by the Company. Accordingly, clause (vi) of Para 3 Of Companies (Auditors Report) Order 2020 is not applicable.

vii. In respect of statutory dues- a) According to the records of the Company and information and explanations given to us, the Company is not regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess, Goods and Service Tax and other statutory dues with the appropriate authorities. However, undisputed statutory dues which remain unpaid for more than 6 months as at 31/03/2023 was Rs.69,64,993.

b) As at 31st March 2023 according to the records of the Company, the following are the particulars of the disputed dues on account of GST, income tax, customs duty, wealth tax, service tax, which have not been deposited on account of dispute:

Sl. No Period	Nature of Dues	Not Paid (Amt in Rs.)	Forum where pending
1 Oct 2010-Sep 2012	Service Tax	3,60,84,169	CESTAT, Chennai
2 Oct 2012-Sep 2013	Service Tax	1,58,82,476	CESTAT, Chennai
3 Oct 2013-Sep 2014	Service Tax	1,59,45,636	CESTAT, Chennai
4 Oct 2014-Dec 2015	Service Tax	2,14,15,584	CESTAT, Chennai
5 Apr 2001-Mar 2006	Sales Tax	2,28,60,665	Before Appellate Deputy Commissioner (CT), the same has been remanded by the ADC and sent back to assistant commissioner. The hearing has been completed and order is awaited.
6 A.Y.2015-16(F.Y.2014-15)	Income Tax	1,34,68,486	CIT(A), Chennai
7 A.Y.2016-17(F.Y.2015-16)	Income Tax	1,28,75,451	CIT(A), Chennai
8 A.Y.2017-18(F.Y.2016-17)	Income Tax	73,35,469	CIT(A), Chennai

viii. In our opinion, the company has no transactions that has not been recorded in the books of account and no unrecorded income was disclosed or surrendered as income during the year in the Tax assessments under the Income Tax,1961. Accordingly, clause (viii) of Para 3 of Companies (Auditors Report) Order 2020 is not applicable.

ix. (a) Based on our audit procedures and according to the information and explanations given to us by the management, we are of the opinion that the Company has not defaulted in repayment of loans to any lenders during the year. Accordingly, clause (ix)(a) of Para 3 of Companies (Auditors Report) Order 2020 is not applicable.

(b) According to the records of the Company and information and explanations given to us, the company is not a declared willful defaulter by any bank or financial institution or other lender.

(c) According to the records of the Company and information and explanations given to us, term loans were applied for the purpose for which the loans were obtained.

(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the financial statements of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company. (e) In our opinion, the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures. Accordingly, clause (ix(e)) of Para 3 of Companies (Auditors Report) Order 2020 is not applicable.

(f) In our opinion, the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies. Accordingly, clause (ix(f)) of Para 3 of Companies (Auditors Report) Order 2020 is not applicable.

x. In our opinion and according to the information and explanations given to us, the Company has not raised any money by way of Initial Public Offer / Further Public Offer / debt instruments and term loans hence, reporting under clause x (a) and x (b) is not applicable to the Company and hence not commented upon.

xi. (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us; we have neither come across any instance of material fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

(b) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, a report under Section 143(12) of the Act, in Form ADT-4, as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be filed with the Central Government. Accordingly, the reporting under clause 3(xi)(b) of the Order is not applicable to the Company.

(c) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, and as represented to us by the management, no whistle-blower complaints have been received during the year by the Company. Accordingly, the reporting under clause 3(xi)(c) of the Order is not applicable to the Company.

xii. In our opinion, the Company is not a Nidhi Company. Accordingly, clause xii of Para 3 of Companies (Auditors Report) Order, 2020 is not applicable.

xiii. In our opinion and according to the information and explanation given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Standalone Financial Statements, as required by the applicable accounting standards.

xiv. (a) In our opinion and according to the information and explanation given to us, the company has an internal audit system commensurate with the size and nature of its business. (b) In our opinion and according to the information and explanation given to us, the reports of the Internal Auditors for the period under audit were considered.

xv. In our opinion and according to the information and explanations given to us, the Company has not enteredinto any non - cash transactions with directors or persons connected with the Directors. Accordingly, clause xv of Para3 of Companies (Auditors Report) Order 2020 is not applicable.

xvi. (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Accordingly, the reporting under clause 3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted non-banking financial activities or housing finance activities during the year. Accordingly, the reporting under clause 3(xvi)(b) of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, the reporting under clause 3(xvi)(c) of the Order is not applicable to the Company.

(d) Based on the information and explanation provided by the Management of the Company, the Group does not have any CICs, which are part of the Group. We have not however, separately evaluated whether the information provided by the Management is accurate and complete. Accordingly, the reporting under clause 3(xvi)(d) of the Order is not applicable to the Company.

xvii. The company has incurred cash losses during the period covered by the Audit and in the immediately preceding financial year. The amount of cash loss is Rs.127.41 Lakhs and Rs.418.18 Lakhs respectively.

xviii. In our opinion, statutory auditor has not resigned during the year; accordingly, reporting under clause (xviii) of Para 3 of Companies (Auditors Report) Order 2020 is not applicable.

xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, indicate that material uncertainty exists that may cast a significant doubt on the Companys ability to continue as a going concern. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. (Also refer Note 48(E) to the financial statements and Material uncertainty relating to going concern para in our audit report)

xx. (a) In our opinion and according to the information and explanation given to us, the provisions of Sec. 135 of the Companies Act, 2013, are not applicable to the company. Accordingly, clause (xx)(a) and (b) of Para 3 of Companies (Auditors Report) Order 2020 is not applicable.

xxi. Clause (xxi) of Para 3 of Companies (Auditors Report) Order 2020 is not applicable.

Annexure B to the Independent Auditors Report

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

We have audited the internal financial controls over financial reporting of RADAAN MEDIAWORKS INDIA LIMITED ("the Company") as of March 31, 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

	For SRSV & Associates
	Chartered Accountants
	F.R.No. 015041S
Place : Chennai	Sd/-
Dated: 30-05-2023	V. Rajeswaran
	Partner
	Membership No. 020881
	UDIN: 23020881BGXCJA4042