We have audited the accompanying standalone Financial Statements of Sea TV Network Limited (“the Company”),
which comprise the Balance Sheet as at 31st March 2024, the Statement of Profit and Loss (including Other Compre¬
hensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year ended, and Notes to
Financial Statements including a summary of the material 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, 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 Indian Accounting Standards (Ind AS) prescribed under
section 133 of the Act read with the Companies Rules, 2015, as amended and accounting principles generally accepted
in India, of the state of affairs of the Company as at 31st March 2024, and the profit (including other comprehensive in¬
come), changes in equity and its cash flows for the year then ended.

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 Audi¬
tor’s Responsibilities for the Audit of the Standalone 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 ethical requirements that are relevant to our audit of the Standalone financial statements under the
provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accord¬
ance with these requirements and the ICAI’s 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 standalone financial statements.

Emphasis of Matter

We draw attention to note no. 28 of accompanying Standalone Financial Statements which states as under: -

The loan account of the company being term loan & working capital loan from Allahabad Bank (now merged with Indian
Bank w.e.f. 01.04.2020) was declared as non- performing asset by the bank, as the company defaulted in repayment of
principal & interest thereon. Further the Settlement proposal submitted by the company to Indian Bank on 03.05.2023 was
approved by the bank on 14.09.2023 whereby the one time settlement amount is sanctioned of Rs. 2600 lacs and the said
amount has to be paid within 360 days of accepting the settlement letter with certain terms and conditions.

Further the amount outstanding as at 14.09.2023 in different term loans and working capital loan (including interest ac¬
crued and due up till the date of NPA) is Rs.6026.01 lacs. After considering settled amount of Rs. 2600 lacs, amount of
Rs. 3426.01 lacs in respect to principal and interest is credited to Statement of Profit & Loss under the head exceptional
item in accordance with Ind AS 109 derecognition of a financial liability.

Our opinion is not modified in respect of above 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
these matters, in addition to the matter described in basis for qualified opinion section of our report. We have deter¬
mined following key audit matters to be communicated in our report:

Management assessment of appropriateness of Going Concern assumptions (as described in Note 29 of the
Standalone Ind AS Financial Statements)

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors are responsible for the preparation of the other information. The other
information comprises the information included in the Company’s annual report but does not include the financial
statements and our auditor’s report thereon. The Company’s annual report is expected to be made available to us after
the date of this Auditor’s Report.

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 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.

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

The Company’s Management and Board of Directors are 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 finan¬
cial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in
accordance with the accounting principal generally accepted in India including Ind AS specified under section 133 of
Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provi¬
sions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregu¬
larities; selection and application of appropriate accounting policies; making judgments and estimates that are rea¬
sonable 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 statements 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 and Board of Directors are responsible for assessing
the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless 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 responsible for overseeing the Company’s financial reporting process.

Auditor’s 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 auditor’s 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 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.

• Evaluate the appropriateness of accounting policies used and the reasonable ness of accounting estimates and relat¬
ed disclosures in the standalone Financial Statements by Management and Board of Directors.

• Conclude on the appropriateness of Management’s 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 signifi¬
cant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty ex¬
ists, we are required to draw attention in our auditor’s 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 ev¬
idence obtained up to the date of our auditor’s 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 dis¬
closures, and whether the standalone financial statements represent the underlying transactions and event s in a
manner that achieves fair presentation.

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 rea¬
sonably 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 sig¬
nificance 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 auditor’s 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 (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government

in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in para¬
graphs 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.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of

Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the
relevant 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 31st March 2024 taken on record
by the Board of Directors, none of the directors is disqualified as on 31st March 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 with reference to financial statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our
report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal
financial controls over financial reporting.

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, as amended 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 30 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 as at 31st March 2024;

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, as disclosed to
the standalone financial statements no funds (which are material either individually or in the ag¬
gregate) have been advanced or loaned or invested (either from borrowed funds or share premi¬
um or any other sources or kind of funds) by the Company to or in any other person or entity, in¬
cluding foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other per¬
sons 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;

(b) The Management has represented, that, to the best of its knowledge and belief, as dis¬
closed to the standalone financial statements no funds (which are material either individually or
in the aggregate) have been received by the Company from any person or entity, including for¬
eign entity (“Funding Parties”), with the understanding, whether recorded in writing or other¬
wise, 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 Benefi¬
ciaries;

(c) 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 representa¬
tions under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any
material misstatement.

V. No dividend has been declared or paid by the company.

VI. Based on our examination which included test checks, except for the instances mentioned below,
the company has used accounting software for maintaining its books of account, which have a fea¬
ture of recording audit trail (edit log) facility and the same has operated throughout the year for all
relevant transactions recorded in the respective software except that no evidence was provided to
verify audit trail at database level.

Further, where audit trail (edit log) facility was enabled and operated throughout the year for the
respective accounting software, we did not come across any instance of the audit trail feature be¬
ing tempered with. However due to the inherent limitation of the accounting software, we are una¬
ble to comment whether there were any instances of the audit trail feature been tempered during
the audit period (refer note 40 of the standalone financial statements).

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1 2023,
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of
audit trail as per the statutory requirements for record retention is not applicable for the financial
year ended March 31, 2024.

3. As required by section 197(16) of the Act based on our audit, we report that the Company has not paid

remuneration to its directors during the year therefore the provisions of and limits laid down under
section 197 read with Schedule V to the Act are not applicable to the Company.

For Doogar & Associates

Chartered Accountants

Firm’s Registration Number: 000561N

CA. Udit Bansal
Partner

Membership number: 401642
UDIN: 24401642BKDANT9263

Place: Agra
Date: May 15, 2024