Sar Televenture Ltd Auditor Reports

ON

RESTATED CONSOLIDATEDFINANCIAL INFORMATION

To,

The Board of Directors

SAR TELEVENTURE LIMITED

#346-A, 2ND FLOOR, UDYOG VIHAR, PHASE-4, GURUGRAM-122016 (HARYANA) Dear Sirs,

We have examined the attached Restated Consolidated Financial Information of SAR TELEVENTURE LIMITED (the "Company" or the "Issuer") which comprising:

a) The Restated Consolidated Statement of Assets and Liabilities as at 31st March, 2024, 31st March, 2023 and 31st March, 2022.

b) The Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income) for the years ended 31st March, 2024, 31st March, 2023 and 31st March, 2022.

c) The Restated Consolidated Statement of Changes in Equity for the years ended 31st March, 2024, 31st March, 2023 and 31st March, 2022.

d) The Restated Consolidated Statement of Cash Flows for the years ended 31st March, 2024, 31st March, 2023 and 31st March, 2022 and

e) The Summary of Significant Accounting Policies and other explanatory information (collectively, the "Restated Consolidated Financial Information") for the years ended 31st March, 2024, 31st March, 2023 and 31st March, 2022 (hereinafter together referred to as the "Restated Consolidated Financial Information") as approved by the Board of Directors of the Company at their meeting held on 20th day of May, 2024 for the purpose of inclusion in the Offer Documents to be prepared by the Company in connection with the proposed "Rights Issue" and "Further Public Offer" together forming the "Composite Issue" of Equity shares prepared in terms of the requirements of:

i) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act").

ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and

iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note").

Managements Responsibility for the Restated Consolidated Statements

The Companys Board of Directors is responsible for the preparation of the Restated Consolidated Financial Information for the purpose of inclusion in the Offer Documents to be filed with Securities and Exchange Board of India ("SEBI"), the stock exchange(s) where the equity shares of the Company are listed and the Registrar of Companies, Delhi & Haryana ("ROC"), in connection with the proposed Composite Issue. The Restated Consolidated Financial Statements has been prepared by the management of the Company on the basis of preparation stated in notes to the Restated Consolidated Financial Information. The Companys Board of Directors responsibility includes designing, implementing, and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The Board of Directors are also responsible for identifying and ensuring that Company complies with the Act, ICDR Regulations and the Guidance Note.

Auditors Responsibilities

We have been subjected to the peer review process of the Institute of Chartered Accountants of India ("ICAI") and holds peer review certificate dated 21.12.2023 valid till 31.12.2026.

We have examined such Restated Consolidated Financial Information taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated 20th Day of January, 2024 in connection with the proposed Composite Issue of equity shares of the Company.

b) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

c) Our work has been carried out considering the concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information in accordance with the guidance Note; and

d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the proposed Composite Issue of equity shares of the Company.

The management has informed that the Company proposed composite issue comprising of a rights issue of equity shares of Rs.2/- each, aggregating upto Rs. 30,000 lakhs ("Rights Issue") and a further public offer of equity shares of Rs.2/- each, aggregating upto Rs. 15,000 lakhs ("Further Public Offer") (the "Rights Issue" and "Further Public Offer" together forming the "Composite Issue" and such issuance, the "Offer") as decided by the Board of Directors of the Company.

We did not audit the financial statements of subsidiary i.e. SAR Televentures F.Z.E, UAE (Formerly named as SHOORA INTERNATIONAL F.Z.E) whose financial statements reflect total assets (before consolidation adjustments), total revenues (before consolidation adjustments) included in the Restated Consolidated Financial Information for each of those years is Tabulated below:

Particulars	As at 31/03/2024	As at 31/03/2023	As at 31/03/2022
Total Assets	3292	555.86	-
Total Revenues	11773	2605.86	-

These Restated Consolidated Financial Information have been compiled by the management from audited financial statements of the company for each of the years ended 31st March 2024, 31st March 2023 and 31st March, 2022 prepared in accordance with Accounting Standard as prescribed under Section 133 of the Act and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their respective Board meetings.

Based on our examination and according to the information and explanations given to us we report that the Restated Consolidated Financial Information:

a) Have been prepared after incorporating adjustments and regrouping/reclassifications retrospectively in the financial years ended 31st March 2024, 31st March, 2023 and 31st March, 2022.

b) Does not contain any qualifications requiring adjustments; and

c) Has been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

The Restated Consolidated Financial Information does not reflect the effects of events that occurred subsequent to the respective dates of the audited financial statements mentioned in paragraph 7 above.

This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

We have no responsibility to update our report for events and circumstances occurring after the date of the report.

Our report is intended solely for use of the Board of Directors for inclusion in the Offer Documents to be filed with SEBI, Stock exchanges and ROC in connection with the proposed composite issue. Our report should not be used, referred to or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.

For Ws Raheja & Co.

Chartered Accountants

FRN: 022859N

 

Place: Gurgaon

Date: 20.05.2024

 

CA JATIN RAHEJA

Partner

M. No.: 513861

UDIN: 24513861BKDHQJ1357