REPASO HISTÓRICO: DE LA ANTROPOMETRÍA A LA

The Board of Directors,

Splash Media & Infra Limited Pyarelal Building,

Near Infant Jesus School, Chincholi Bunder Road, Malad (W), Mumbai – 400 064 Dear Sirs,

1) We have examined the financial information of SPLASH MEDIA & INFRA LIMITED (“the Company”), annexed to this report, as approved by the Board of Directors of the Company & Audit Committee of Board of Directors, which has been prepared in accordance with requirements of :

a. Paragraph B of Part II of Schedule II to the Companies Act, 1956 (‘the Act’) and amendments thereof; b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009, and related clarifications and the amendments made thereto from time to time (‘the SEBI Guidelines’); and

c. The Guidance Note on the Reports in Company Prospectuses (Revised) and Guidance Note on audit Reports / Certificates on Financial information in Offer Documents Issued by the Institute of Chartered Accountants of India (ICAI) and

d. In terms of our engagement agreed upon with you in accordance with our Engagement letter. Financial Information as per audited financial statements:

2) The Management of the Company is responsible for the preparation of the restated Financial Statements from the audited financial statements for (a) the financial years ended on March 31, 2006, 2007, 2008, 2009, 2010 and (b) six months period ended on September 30, 2010.

3) Audit for the financial year ended 31st March 2006, 2007, 2008 and 2009 was conducted by previous auditor M/s. ABN & Co., Chartered Accountants and accordingly reliance has been Placed on the financial information examined by him for the said year. The financial report included for these years is based solely on the report submitted by them. Further, audit for financial year ended 31st _{March, 2010 was audited by} M/s. PKC & Associates, Chartered Accountants, and reaudited by us for this purpose.

4) In terms of Schedule VIII, Clause IX (9) of the SEBI (ICDR) Regulations, 2009 and other provisions relating to accounts of Splash Media & Infra Limited, we, M/s. Ramanand & Associates, Chartered Accountants, statutory auditors, of Splash Media & Infra Limited have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the ‘Peer Review Board’ of the ICAI.

5) The financial information for the above periods was examined to the extent practicable, for the purpose of audit of financial information in accordance with the Engagement Standards issued by the Institute of Chartered Accountants of India (ICAI). Those standards require that we plan and perform the audit to obtain reasonable assurance, whether the financial information under examination is free of material misstatement. We have reported on the financial information on the basis information and explanations provided by the management, books and records produced to us and such other tests and procedures, which in our opinion, were necessary for our reporting. These procedures included comparison of the attached financial information of the company with the respective audited financial statements.

6) In accordance with the requirements of Paragraph B Part II of Schedule II of the Act, the SEBI Guidelines and the Engagement Letter, we further report that:

a) The Restated Statement of Assets and Liabilities of the Company as at March 31, 2006, 2007, 2008, 2009, 2010 and as at September 30, 2010 examined by us, as set out in Annexure 1 to this report are after making such adjustments and regrouping as in our opinion were appropriate and more fully described in Significant Accounting Policies, Notes on adjustments and Notes to accounts set out in Annexure 3.

b) The Restated Statement of Profit or Loss of the Company for the years ended March 31, 2006, 2007, 2008, 2009, 2010 and for the six months period ended on September 30, 2010 examined by us, as set out in Annexure 2 to this report are after making such adjustments and regrouping as in our opinion were appropriate and more fully described in Significant Accounting Policies, Notes on adjustments and Notes to accounts set out in Annexure 3.

c) The Restated Statement of Cash flows of the Company for the years ended March 31, 2006, 2007, 2008, 2009, 2010 and for the six months period ended on September 30, 2010, examined by us, as set out in Annexure 4 to this report are after making such adjustments and regrouping as in our opinion were appropriate and more fully described in Significant Accounting Policies, Notes on adjustments and Notes to accounts set out in Annexure 3.

d) Based on the above, We are of the opinion that the restated financial information has been made after incorporating:

.

i. Adjustments for any material amounts in the respective financial years to which they relate; and ii. There are no Extra-ordinary items that need to be disclosed separately in the Restated Summary

Statements or Auditor’s qualification requiring adjustments.

iii. Recomputation of Financial Statements in accordance with the correct accounting policies

iv. There was no change in accounting policies, which needs to be in the “Restated Summary Statements”.

v. There are no revaluation reserves, which need to be disclosed separately in the “Restated Summary Statements”.

vi. There is no audit qualifications requiring adjustments in the “Restated Summary Statements” and audit qualifications which do not require any adjustments in the “Restated Summary Statements” and Non – quantifiable / Non - adjustments items are included in the Notes on accounts as set out in Annexure 3.

7) We have not audited any financial information statements of the company as of any date or for any period subsequent to September 30, 2010. Accordingly, we express no opinion on the financial position, results of operations or cash flow of the company as of any date or for any period subsequent to September 30, 2010.

Other Financial Information:

8) We have also examined the following other restated financial information related to the Company for the years ended March 31, 2006, 2007, 2008, 2009, 2010 and September 30, 2010 set out in the following annexures prepared by the Management and approved by the Board of Directors for the purpose of inclusion in Offer Document.

i. Statement of Cash Flow as appearing in ‘Annexure 4’ to this report; ii. Accounting Ratios as appearing in ‘Annexure 5’ to this report; iii. Statement of Dividends as appearing in ‘Annexure 6’ to this report; iv. Capitalization Statement as appearing in ‘Annexure 7’ to this report;

v. Statement of Tax Shelter as appearing in ‘Annexure 8’ to this report.

vi. Statement of Reserves & Surplus, as appearing in ‘Annexure 9’ to this report. vii. Statement of Secured Loans as appearing in ‘Annexure 10’ to this report.

viii. Statement of Unsecured Loans taken including that from related parties enclosed as ‘Annexure 11’ to this report.

ix. Statement of Investments as appearing in ‘Annexure 12’ to this report.

x. Statement of Debtors including the related party debtors enclosed as ‘Annexure 13’ to this report. xi. Details of deposits, loans and advances as given in ‘Annexure 14’ to this report.

xii. Statement of Other Current Assets in ‘Annexure 15’ to this report.

xiii. Statement of Current Liabilities and Provision as appearing in ‘Annexure 16’ to this report. xiv. Statement of Other Income as appearing in ‘Annexure 17’ to this report.

xv. Details of transactions with the Related Parties as appearing in ‘Annexure 18’ to this report 9) In our opinion, the "Financial information as per Audited Financial Statements" and "Other Financial

Information" mentioned above contained in Annexure 1 to 18 of this report have been prepared in accordance with Part II of Schedule II to the Act, the SEBI Guidelines and the Guidance Note on the reports in Company Prospectuses (Revised) issued by the Institute of Chartered Accountants of India (ICAI).

10) Consequently the financial information has been prepared after making such regroupings and adjustments as were, in our opinion, considered appropriate to comply with the same. As result of these regroupings and adjustments, the amount reported in the financial information may not necessarily be same as those appearing in the respective audited financial statements for the relevant years / period ended for the nine months.

11) This report is intended solely for your information and for inclusion in the Offer Document in connection with the proposed public issue of the Company. Our report should not be used, referred to, or distributed for any other purpose without our prior written consent.

12) This report should not be in any way be constructed as a re-issuance or redrafting of any of the previous audit reports issued by us or by any other firm of Chartered Accountants, nor should this report be constructed as a new opinion on any of the financial statements referred to herein.

For Ramanand & Associates Chartered Accountants Sd/-

Ramanand Gupta Partner

Firm’s registration number: 117776W Membership No: 103975

Place: Mumbai

Annexure-01