1.  We have audited the attached Balance Sheet of TV18 Broadcast
 Limited, (''the Company'') as at 31 March, 2011, the Profit and Loss
 Account and the Cash Flow Statement of the Company for the year ended
 on that date, both 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 of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by the 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 on the
 matters specified in paragraphs 4 and 5 of the said Order.
 
 4.  Attention is invited to Note 3 of Schedule 16 forming part of the
 financial statements regarding the Scheme of Arrangement (the Scheme)
 which has been sanctioned by the Hon''ble High Court of Delhi on 26
 April, 2011. As explained in Note 3, pending filing of the certified
 copies of the Orders of the Hon''ble High Court with the jurisdictional
 Registrar of Companies, no effect of the proposed restructuring has
 been given in these financial statements. Upon the Scheme becoming
 effective, the results of operations, assets and liabilities relating
 to the television business of Television Eighteen India Limited, shall
 be transferred to the Company. Further ibn18 Media Software Limited and
 iNews.com Limited will be merged with the Company.
 
 5. Attention is invited to Note 8(b) of Schedule 16 forming part of the
 financial statements regarding the carrying value of certain long term
 investments aggregating to Rs. 4,377.50 lakhs. Management is of the
 view that, having regard to the long term strategic involvement, no
 provision is considered necessary for ''other than temporary diminution''
 in the value of these Investments.  In the absence of supporting
 documentation in respect of the appropriateness of the carrying value
 of such long term investments, in accordance with requirements of
 Accounting Standard 13 (AS-13) Accounting for Investments, we are
 unable to comment whether the diminution in the value of these long
 term investments is ''other than temporary''.
 
 6.  Further to our comments in the Annexure referred to in paragraph 3
 and 4 above, we report that:
 
 a.  subject to our comments in paragraph 5 above, we have obtained all
 the information and explanations which to the best of our knowledge and
 belief were necessary for the purposes of our audit;
 
 b.  in our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 c.  the Balance Sheet, the Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 d.  subject to our comments in paragraph 5 above, in our opinion, the
 Balance Sheet, the Profit and Loss Account and the Cash Flow Statement
 dealt with by this report comply with the Accounting Standards referred
 to in Section 211(3C) of the Companies Act, 1956;
 
 e.  in our opinion and to the best of our information and according to
 the explanations given to us, the said accounts, together with the
 notes thereon, give the information required by the Companies Act,
 1956, in the manner so required and subject to our comments in
 paragraph 5 above, the effect of which could not be determined, give a
 true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 i. in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31 March, 2011;
 
 ii. in the case of the Profit and Loss Account, of the loss of the
 Company for the year ended on that date; and
 
 iii. in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 7.  On the basis of written representations received from the Directors
 as on 31 March, 2011 taken on record by the Board of Directors, we
 report that none of the Directors is disqualified as on 31 March, 2011
 from being appointed as a director in terms of Section 274(1)(g) of the
 Companies Act, 1956.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 (Referred to in paragraph 3 of our report of even date)
 
 i. Having regard to the nature of the Company''s business, clauses xii,
 xiii, xiv and xviii of Companies (Auditor''s Report) Order, 2003 are not
 applicable.
 
 ii.  In respect of its fixed assets:
 
 a.  The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 b.  According to the information and explanations given to us, the
 Company has a regular programme of physical verification of its fixed
 assets by which fixed assets are verified by the Management in a phased
 manner over a period of three years. In accordance with this programme,
 certain fixed assets were verified during the year and no material
 discrepancies were noticed on such verification. In our opinion, this
 periodicity of physical verification is reasonable having regard to the
 size of the Company and the nature of its assets.
 
 c.  The fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fixed assets of the Company
 and such disposal has, in our opinion, not affected the going concern
 status of the Company.
 
 iii.  In respect of its inventory:
 
 a.  As explained to us, the inventories were physically verified during
 the year by the Management at reasonable intervals.
 
 b.  In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the Management were reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 c.  In our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of inventory and
 no material discrepancies were noticed on physical verification.
 
 iv. In respect of loans, secured or unsecured, granted by the Company
 to companies, firms or other parties covered in the Register under
 Section 301 of the Companies Act, 1956, according to the information
 and explanations given to us:
 
 a. The Company has not granted any loans, secured or unsecured to
 parties listed in the register maintained under Section 301 of the
 Companies Act, 1956.
 
 b.  The Company has taken an unsecured loan from one party during the
 year listed in the register maintained under Section 301 of the
 Companies Act, 1956. At The year end, the outstanding balance of such
 loans aggregate to Rs. Nil and the maximum amount involved during the
 year was Rs. 4,516 lakhs (from 1 party).
 
 c.  The rate of interest and other terms and conditions of such loans
 are, in our opinion, prima facie not prejudicial to the interest of the
 Company.
 
 d.  The payments of principal amounts and interest in respect of such
 loans are regular/as per stipulations.
 
 v. In our opinion, and according to the information and explanations
 given to us, having regard to the explanation that some of the fixed
 assets purchased, goods sold and services rendered are of a special
 nature and suitable alternative sources are not readily available for
 obtaining comparable quotations, there is an adequate internal control
 system commensurate with the size of the Company and the nature of its
 business with regard to purchases of inventory and fixed assets and for
 the sale of goods and services. During the course of our audit, we have
 not observed any major weakness in such internal control system.
 
 vi. In respect of contracts or arrangements entered in the Register
 maintained in pursuance of Section 301 of the Companies Act, 1956, to
 the best of our knowledge and belief and according to the information
 and explanations given to us:
 
 a.  the particulars of contracts or arrangements referred to in Section
 301 that needed to be entered in the Register maintained under the said
 Section have been so entered.
 
 b.  the transactions made in pursuance of contracts or arrangements
 entered in the register maintained under Section 301 of the Companies
 Act, 1956 and exceeding the value of Rs. 5 lakhs in respect of any
 party during the year having regard to the explanation that some of the
 services rendered/purchased are of a specialised nature for which there
 are no alternate sources of supply to enable comparison of prices,
 these have been made at prices which are reasonable to prevailing
 market prices as at the relevant time.
 
 vii. In our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of Sections
 58A and 58AA or any other relevant provisions of the Companies Act,
 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard
 to the deposits accepted from the public, except for updating details
 of depositors in respect of public deposits aggregating to Rs. 42.14
 lakhs in the Register of Deposits (required to be maintained in terms
 of Section 58 A of the Companies Act, 1956) pending receipt of
 application forms. According to the information and explanations given
 to us, no order has been passed by the Company Law Board or the
 National Company Law Tribunal or the Reserve Bank of India or any Court
 or any other Tribunal.
 
 viii. In our opinion, the internal audit functions carried out during
 the year by a firm of Chartered Accountants appointed by the Management
 have been commensurate with the size of the Company and nature of its
 business.
 
 ix. According to the information and explanations given to us, the
 Central Government has not prescribed the maintenance of cost records
 under Section 209(1)(d) of the Companies Act, 1956 for the Company.
 
 x. According to the information and explanations given to us in respect
 of statutory dues:
 
 a.  The Company has generally been regular in depositing undisputed
 dues including Provident Fund, Employees'' State Insurance, Income Tax,
 Sales Tax, Wealth Tax, Service tax, Customs Duty, Cess and other
 material statutory dues applicable to it with the appropriate
 authorities.  We are informed that the Company''s operations did not
 give rise to any Investor Education and Protection Fund and Excise
 Duty.
 
 b.  There are no undisputed amounts payable in respect of Provident
 Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax,
 Service tax, Customs Duty, Cess and other material statutory dues in
 arrears as at 31 March, 2011 for a period of more than six months from
 the date they became payable. We are informed that the Company''s
 operations did not give rise to any Investor Education and Protection
 Fund and Excise Duty.
 
 c.  There are no dues in respect of Income Tax, Wealth Tax, Sales Tax,
 Customs Duty, Service Tax and Cess which have not been deposited on
 account of any dispute. We are informed that the Company''s operations
 did not give rise to any Excise Duty.
 
 xi. The accumulated losses of the Company at the end of the financial
 year are less than fifty percent of its net worth and the Company has
 incurred cash losses in the financial year and in the immediately
 preceding financial year.
 
 xii. In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in the repayment of dues to
 banks and financial institutions. According to the information and
 explanations given to us, the Company did not have any outstanding
 debentures during the year.
 
 xiii. In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company for loans taken by others from banks and financial institutions
 are not prima facie prejudicial to the interests of the Company.
 
 xiv. In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purpose for which
 they were obtained.
 
 xv. In our opinion and according to the information and explanations
 given to us, and on an overall examination of the Balance Sheet, we
 report that funds raised on short term basis have not been used during
 the year for long term investment.
 
 xvi. According to the information and explanations given to us, the
 Company had not issued any debentures during the period covered by our
 audit report.
 
 xvii. The Management has disclosed the end use of money raised by
 rights issues and we have verified the same.
 
 xviii.To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the Company and no fraud on the
 Company has been noticed or reported during the year.
 
 
                                        For DELOITTE HASKINS & SELLS
 
                                               Chartered Accountants
 
                                           (Registration No. 015125N)
 
                                                    JITENDRA AGARWAL
 
                                                             Partner
 
                                               (Membership No. 87104)
 
                                               GURGAON, 30 May, 2011