1.  We have audited the attached Balance Sheet of TV18 Broadcast
 Limited (formerly ibn18 Broadcast Limited), (''the Company'') as at 31
 March, 2012, the Statement of Profit and Loss 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 27(b) of the financial statements
 regarding the carrying value of certain long term investments
 aggregating to Rs. 5,195 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''.
 
 5.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 a.  subject to our comments in paragraph 4 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 Statement of Profit and Loss 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 4 above, in our opinion, the
 Balance Sheet, the Statement of Profit and Loss 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 4 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, 2012;
 
 ii.  in the case of the Statement of Profit and Loss, of the profit of
 the Company for the year ended on that date; and
 
 iii. in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 6.  On the basis of written representations received from the Directors
 as on 31 March, 2012 and taken on record by the Board of Directors, we
 report that none of the Directors is disqualified as on 31 March, 2012
 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 the fixed assets.
 
 b.  The fixed assets were physically verified during the year by the
 management in accordance with regular programe of verification which,
 in our opinion, provides for physical verification of all the fixed
 assets at reasonable intervals. According to the information and
 explanation given to us, no material discrepancies were noticed on such
 verification.
 
 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 its
 inventories and no material discrepancies were noticed on physical
 verification.
 
 iv.  a. The Company has not granted any loans, secured or unsecured, to
 companies, firms or other parties listed in the register maintained
 under section 301 of the Companies Act, 1956.  Accordingly, the
 provisions of sub clauses (a),
 
 (b), (c) & (d) of clause (iii) of the order are not applicable to the
 Company.
 
 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. The outstanding balance of such loans at the year
 end was Rs. Nil and the maximum amount involved during the year was Rs.
 1,049,000,000.
 
 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 payment of principal amounts and interest in respect of such
 loan is 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 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 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.  having regard to the explanation that some of the services rendered
 are of a specialised nature for which alternate sources of supply are
 not available to enable comparison of prices, transactions made in
 pursuance of contracts entered in the Register maintained under section
 301 of the Companies Act, 1956 are made at prices which are reasonable
 having regard to the prevailing market prices 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 the Register of Deposits in respect of public deposits
 aggregating to Rs. 145.11 lakhs (required to be maintained in terms of
 Section 58A 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.  We have broadly reviewed the books of account maintained by the
 company pursuant to the companies (Cost Accounting Records) Rules, 2011
 prescribed by the central Government under section 209 (1) (d) of the
 Companies Act, 1956 and are of the opinion that, prima facie, the
 prescribed accounts and records have been maintained. We have, however,
 not made a detailed examination of the records with a view to determine
 whether they are accurate or complete.
 
 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 and Cess 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 and Cess as at 31 March, 2012 for a period of
 more than six months from the date they became payable.
 
 c.  Details of dues of Income Tax that have not been deposited on
 account of disputes are as follows:
 
 Statute       Nature of
               Dues            Forum where     Period to     Amount
                               the dispute     which the     Involved
                               is pending      amount       (Rupees)
                                               relates
 
 Income Tax 
 Act,          Income tax,      Income Tax
 1961          interest and     Appellate
               penalty          Tribunal       2001-02      2,474,434
 
 Income Tax 
 Act,          Income tax,      Commissi
                                oner of
 1961          interest and     Income Tax
               penalty         (Appeals)       2001-02      2,121,127
 
 Income Tax 
 Act,          Income tax,      Commiss
                                ioner of
 1961          interest and     Income Tax
               penalty         (Appeals)       2002-03     26,654,466
 
 Income Tax 
 Act,          Income tax,      Commissi
                                oner of
 1961          interest and     Income Tax
               penalty         (Appeals)       2003-04    125,674,579
 
 There are no dues in respect of Wealth Tax, Sales Tax, Customs Duty,
 Service Tax and Cess which have not been deposited on account of any
 dispute.
 
 xi.  The accumulated losses of the Company at the end of the financial
 year are less than fifty percent of its net worth. The Company has not
 incurred cash losses in the current financial year but had incurred
 cash losses 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 the Company has used funds raised on short term basis, to
 the extent of Rs. 1,811,805,001 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 
 
                                   (Firm Registration No. 015125N)
 
                                                 JITENDRA AGARWAL
 
                                                          Partner
 
                                            (Membership No. 87104)
 
 NOIDA, 04 August, 2012