1.  We have audited the attached Balance Sheet of Infomedia 18 Limited
 (''the Company'') as at March 31, 2011 and also the Profit and Loss
 Account and the Cash Flow Statement for the year ended on that date
 annexed thereto (''financial statements''). 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 management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  Without qualifying our report, we draw attention to Note 24 of
 schedule ''S'' to the financial statements.  As at March 31,2011, the
 accumulated losses of the Company are Rs. 1,240,234,034 as against
 share capital and reserves of Rs. 1,323,032,777. During the year ended
 March 31, 2011, the Company has incurred losses of Rs. 306,564,169.
 Further, as indicated in the said note, (a) the Business Directories
 business, the New media business and the Publishing business of the
 Company is in the process of being demerged into a separate undertaking
 as per a Scheme of Arrangement, and (b) Management of the Company is
 also evaluating various options in relation to its Printing business,
 including sale.These factors indicate the existence of a material
 uncertainty that may cast significant doubt on the Company''s ability to
 continue as a going concern which is dependent on the Company
 continuing its business operations, establishing profitable operations
 and obtaining continuing financial support from its shareholders. These
 mitigating factors have been more fully disclosed in Note 24 to the
 financial statements in view of which the accompanying financial
 statements have been prepared on going concern assumption, and
 consequently, no adjustments have been made to the same in this regard.
 We are unable to comment on the consequential effects, if any, on the
 financial statements, arising from the above.
 
 4.  The Company has received an Income tax demand of Rs 52,921,630
 which has been disputed by the Company. The Company has filed an appeal
 before higher authority and has also been legally advised that the
 possibility of the matter being decided against the Company and the
 demand crystallizing is not likely. The ultimate outcome of the matter
 cannot presently be determined, and no provision for any liability that
 may result has been made in the financial statements. Based on the
 foregoing, we are unable to comment on the impact, if any, of this
 matter on the financial statements.
 
 5.  As required by the Companies (Auditor''s Report) Order, 2003 (as
 amended) issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
 in the Annexure a statement on the matters specified in paragraphs 4
 and 5 of the said Order.
 
 6.  Further to our comments in the Annexure referred to above, we
 report that:
 
 i. We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 ii. In our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 iii. The balance sheet, profit and loss account and cash flow statement
 dealt with by this report are in agreement with the books of account;
 
 iv. In our opinion, the balance sheet, profit and loss account and cash
 flow statement dealt with by this report comply with the accounting
 standards referred to in sub-section (3C) of section 211 of the
 Companies Act, 1956.
 
 v. On the basis of the written representations received from the
 directors, as on March 31, 2011, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 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, subject to our comments in paragraph 4
 above, the impact of which on the financial statements is currently not
 ascertainable, the said accounts give the information required by the
 Companies Act, 1956, in the manner so required and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India;
 
 a.  in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31,2011;
 
 b.  in the case of the Profit and Loss Account, of the loss of the
 Company for the year ended on that date; and
 
 c.  in the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 Annexure referred to in paragraph 3 of our report of even date to the
 members of Infomedia 18 Limited
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All the fixed assets have not been physically verified by the
 management during the year but there is a regular programme of
 verification which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. No material
 discrepancies were noticed on such verification.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 (ii) (a) The inventory has been physically verified by the management
 during the year. In our opinion, the frequency of verification is
 reasonable. Inventories lying with outside parties have been confirmed
 by them as at year end.
 
 (b) The procedures of physical verification of inventory followed by
 the management are reasonable and adequate in relation to the size of
 the Company and the nature of its business.
 
 (c) The Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventories, which
 were not material, have been properly dealt with in the books of
 account.
 
 (iii) (a) The Company has not granted any loans secured or unsecured to
 companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956 and accordingly clause
 4(iii)(b), (c) and (d) of the Companies (Auditor''s Report) Order, 2003
 (as amended) are not applicable.
 
 (e) The Company has taken loans from its holding company, which is
 covered in the register maintained under section 301 of the Companies
 Act, 1956. The maximum amount involved during the year and the year-end
 balance of loans taken from such party is as follows:
 
 Particulars          Maximum            Year-end
                      amount involved    balance
                      during the year    (Amount
                      (Amount in Rs.)    in Rs.)
 
 Television Eighteen
 India Limited
 (Holding company)    319,844,672        Nil
 
 (f) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions for
 such loans are not prima facie prejudicial to the interest of the
 Company.
 
 (g) The loans taken are re-payable on demand. As informed, the Company
 has fully repaid the loan during the year and there has been no default
 on the part of the Company. The interest accrued on the above loans has
 been paid with the loan and the outstanding as at March 31,2011 is Rs.
 Nil.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business, for the
 purchase of 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 or continuing failure to correct any major weakness in
 the internal control system of the Company in respect of these areas.
 
 (v) (a) 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 Companies Act, 1956 that
 need to be entered into the register maintained under section 301 have
 been so entered.
 
 (b) In respect of transactions made in pursuance of such contracts or
 arrangements exceeding value of Rupees five lacs entered into during
 the financial year, because of the unique and specialized nature of the
 items involved and absence of any comparable prices, we are unable to
 comment whether the transactions were made at prevailing market prices
 at the relevant time.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) The Company has an internal audit system, the scope and coverage
 of which, in our opinion requires to be enlarged to be commensurate
 with the size and nature of its business.
 
 (viii) To the best of our knowledge and as explained, the Central
 Government has not prescribed maintenance of cost records under clause
 (d) of sub-section (1) of section 209 of the Companies Act, 1956 for
 the products of the Company.
 
 (ix) (a) Undisputed statutory dues in respect of investor education and
 protection fund, provident fund, sales-tax, cess, wealth-tax, customs
 duty and excise duty have been regularly deposited with the appropriate
 authorities. In respect of income tax, profession tax, employees'' state
 insurance and service tax there have been delays in certain cases.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441 A of the Companies Act, 1956,
 we are not in a position to comment upon the regularity or otherwise of
 the company in depositing the same.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees'' state insurance, income-tax,
 wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
 other material statutory dues were outstanding, at the year end, for a
 period of more than six months from the date they became payable.
 
 (c) According to the records of the Company, the dues outstanding of
 income-tax, sales-tax, wealth-tax, service tax, custom duty, excise
 duty and cess on account of any dispute, are as follows:
 
 Name of the   Nature of Dues   Amount   Period to     Forum where
 Statute                        Rs. in   which it      dispute is
                                Lakhs    relates       pending
 
 Income Tax    Income Tax       45.52    AY 2005-2006  Income Tax
 Act                                                   Appellate 
                                                       Tribunal
 
 Income Tax    Income Tax       21.83    AY 2006-2007  Commissioner
 Act                                                   of Income Tax 
                                                       (Appeals)
 
 Income Tax    Income Tax       53.90    AY 2007-2008  Asst. 
 Act                                                   Commissioner
                                                       of Income Tax
 
 Income Tax    Income Tax       977.46   AY 2008-2009  Commissioner 
 Act                                                   of Income tax 
                                                       (Appeals)
 
 Bombay Sales  Works Contract   48.38    FY 1999-2000  Commissioner 
 Tax Act       Tax              156.60   FY 2000-2001  of Sales Tax
                                103.00   FY 2001-2002  (Appeal)
                                107.58   FY 2002-2003
 
 (x) The Company''s accumulated losses 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 and the immediately preceding financial
 year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to a financial
 institution, bank or debenture holders.
 
 (xii) 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.
 
 (xiii) 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 (as amended)
 are not applicable to the Company.
 
 (xiv) In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or financial institutions.
 
 (xvi) Based on information and explanations given to us by the
 management, term loans were applied for the purpose for which the loans
 were obtained.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that funds amounting to Rs. 19,558,481 raised on short-term basis in
 the form of cash credit facility from Banks have been used for
 long-term investment representing funding of losses.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties or companies covered in the register maintained under
 section 301 of the Companies Act, 1956.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) We have verified that the end use of money raised by public issues
 is as disclosed in the notes to the financial statements.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the Company has been noticed or reported during
 the course of our audit.
 
 For S.R. BATLIBOI & ASSOCIATES
 Firm Registration no. 101049W 
 Chartered Accountants
 
 per Amit Majmudar
 Partner
 Membership No.: 36656
 
 Mumbai, May 2, 2011