We have audited the accompanying standalone financial statements of Sahara One Media And
Entertainment Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2024, the
Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in
Equity and the Statement of Cash Flows ended on that date, and a summary of significant 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, except for
the possible effects of the matters described in the ‘Basis for Qualified Opinion' and ‘Material Uncertainty
Relating to Going Concern' sections of our report, the aforesaid 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 prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting
principles generally accepted in India, of the state of affairs of the Company as at 31st March 2024, its loss
and total Comprehensive Loss, Change in Equity and its cash flows for the year ended on that date

Basis for Qualified Opinion

a) Attention is invited to the matter of deposit of Rupees 694,027.88 Thousand to Sahara-SEBI
Refund account in the matter of dispute in respect of repayment of Optionally Fully Convertible
Debentures (OFCDs) by two group companies, namely M/s Sahara India Real Corporation
Limited & Sahara Housing Investment Corporation Limited with Security and Exchange Board of
India (SEBI).The Honourable Supreme Court of India vide its order dated 21-11-2013 had
directed that Sahara Group of Companies shall not part with movable and immovable properties
and accordingly ‘SEBI' has seized the company's Fixed Deposit and Non-Current Investment.
Subsequent to this, Hon'ble Supreme Court vide it's order dated 4th June, 2014 has directed to
defreeze the Fixed Deposit account of the company subject to condition that total proceeds would
be transferred to special account opened by the ‘SEBI'. However, the matter is pending at
Honourable Supreme Court of India; we are unable to comment on the consequential impact, if
any, of the same on the financial result of the company.

b) Material uncertainty over going concern: The company has prepared its financial statements on a
going concern basis, notwithstanding the fact that the company does not have sufficient fund to
pay its creditors, recovery from debtors is pending since long, advances given for movie
production has stuck with the parties as company is unable to invest further fund and operational
performance of the company is comparatively low in comparison to its peers. These events cast
significant doubt on the ability of the Company to continue as a going concern. The financial
results do not adequately disclose these matters. Further, due to certain non-compliance of
regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Securities and Exchange Board of India (SEBI) has initiated penal actions as per circular no.
SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 (SEBI SOP Circular) and has levied
fines and the trading of the shares of the company has been suspended since long and in further
action the SEBI may freeze Demat account of Promoters

c) Attention is invited to long pending content advances of Rupees 1,91,600 Thousand given to
producers/film houses/actors for acquisition/development Film content/rights. There is
substantial delay in completion of the projects. Company's ability to materialise content advances
into the film rights for exploitation is dependent on its funding the balance commitment agreed
under the contracts. In view of the above and financial position of the company, recoverability
of content advance or its materialization into film rights is doubtful. However as per agreement, the
co-producer has agreed to pay the entire amount and in case of default, his entire IPR and
negative rights of the movie will be transferred to the company

d) The bank balance confirmation of bank accounts having book balance of Rupees 2129.21
Thousand as on 31-03-2024 could not be obtained as these accounts are in dormant status. Had
balance confirmations been received, there may have been additional adjustments required to the
financial result which are not determinable, at this stage.

e) The company is carrying investment in subsidiary at cost. The carrying amount of the investment
in the subsidiary exceeds the carrying amount of the subsidiary's net assets including associated
goodwill in the consolidated financial statements as on date. This situation triggers an impairment
review but company has not tested its investment in subsidiary for impairment. Had impairment
review done by the company, the loss of the company would have been higher than reported loss
and value of investment would have been lower to the extent of such impairment.

f) The licence period of the media contents television rights given in earlier years to related party
customer has expired but the company has not entered any new agreement while the contents are
still being used by the customer. The management has replied that company is in talks with the
party and fresh agreement with the party will be entered soon. Had this agreement was made; the
revenue of the company would have been higher than the reported value.

We conducted our audit in accordance with the standards on auditing specified under section 143 (10) of
the Companies Act, 2013. Our responsibilities under those Standards are further described in the
auditor'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 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 thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these requirements and the code of ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
qualified opinion.

Emphasis of Matter

a) The Gratuity Trust in which company was making gratuity contribution was dissolved and Trust
has refunded the amount pertains to the company but company has neither created any
recognized gratuity fund Trust nor made any other arrangement to deposit this amount to any
other recognized Gratuity Fund Trust. Our opinion is not qualified in respect of this matter.

b) The bonus liability of Rupees 260.25 Thousand up to Financial Year 2021-22 is lying unpaid as on
date. As per section 19 of the Payment of Bonus Act, 1965, the payment of bonus should be made
within eight month from the close of the relevant financial year otherwise company would be
subjected to penalty under section 28 of the Payment of Bonus Act, 1965. Our opinion is not
qualified in respect of this matter.

Our opinion is not modified in respect of the aforesaid 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. We have determined the matters described
below to be the key audit matters to be communicated in our report.

Information other than the standalone financial statements and auditors’ report thereon

The Company's board of directors is responsible for the preparation of the other information. The other
information comprises the information included in the Board's Report including Annexures to Board's
Report, Business Responsibility Report but does not include the standalone financial statements and our
auditor's report thereon.

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
standalone 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.

Management’s Responsibility for the Standalone financial statements

The Company's Board of Directors of the Company are responsible for the matters stated in Section
134(5) of the Companies Act, 2013 (‘the act') with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position, financial performance and cash flows of
the Company in accordance with the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts)
Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; design, implementation and maintenance of
adequate internal financial controls, that are 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 is 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 management either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.

The Board of directors are also responsible for overseeing the Company's financial reporting process.

Auditor’s Responsibility

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, the provisions of the Act, the accounting and auditing
standards and matters which are required to be included in the audit report under the provisions of the act
and the Rules made there under, 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 control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, 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 reasonableness of accounting
estimates and related disclosures made by management.

• 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 significant doubt on the Company's ability to continue as a going concern. If
we conclude that a material uncertainty exists, 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 evidence 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 disclosures, and whether the standalone financial statements represent the underlying
transactions and events 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 reasonably be thought to bear on our independence, and where applicable, related
safeguards.

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 of India in terms of sub-section (11) of section143 of the Act, we give in the Annexure a

statement on the matters Specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we further 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 purpose 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this
Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the applicable
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules 2014;

e) On the basis of written representations received from the directors as on March 31, 2024, and
taken on record by the Board of Directors, none of the directors is disqualified as on March 31,
2024, from being appointed as a director in terms of Section 164(2) of the Act;

f) Report on the Internal Financial Controls under Clause (1) of Sub-section 3 of section 143 of the
companies Act, 2013 (“the Act”) is enclosed as an annexure A to this report;

g) In our opinion and to the best of our information and according to the explanations given to us, we
report as under with respect to other matters to be included in the Auditor's Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i. The Company has disclosed the impact of pending litigations on its financial position in its
standalone financial statements. Refer note 28 to the standalone financial statements;

ii. The Company has no long-term contracts including derivative contracts; as such the question of
commenting on any material foreseeable losses thereon does not arise;

iii. There has not been an occasion in case of the Company during the year under report to transfer
any sums to the Investor Education and Protection Fund. The question of delay in transferring
such sums does not arise;

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds

(which are material either individually or in the aggregate) have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other person or entity, including 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 persons 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, no funds
(which are material either individually or in the aggregate) have been received by the
Company from any person or entity, including foreign entity (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, 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 Beneficiaries

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

v. The Company has not declared or paid any dividend during the year

i) As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the
Company only w.e.f. April 1,2023, reporting under this clause is not applicable.

For Gupta Rustagi & Co.,

Chartered Accountants

Firm Registration No.128701W

Place - Mumbai
Date - 29.05.2024

Niraj Gupta

Partner

Membership No. 100808

UDIN: 241008088KDHX16970