SWIFT TV LTD — Audit Report / Information 2009

Nov 23, 2009

The Directors Celtex Limited 55 Brady St South Melbourne VIC 3205

20 November 2009

Grant Thornton Financial Services (Vic) Ptv Ltd ABN 61 007 073 305 AFSL 234500

Level2 215 Spring Street Melbourne Victoria 3000 GPO Box 427 Melbourne Victoria 8060

T+61 3 8663 6000 F +61 3 8663 6333 E wim@grantthorntonvic.com.au W www.grantthornton.com.au

Dear Directors,

SUPPLEMENT TO INDEPENDENT EXPERTS REPORT DATED 2 NOVEMBER 2008

Celtex Limited ("Celtex" or the "the Company") appointed Grant Thornton Financial Services (Vic) Pty Ltd ("Grant Thornton") as an independent expert to express an opinion as to whether the Proposed Transaction is fair and reasonable to the non-associated shareholders of Celtex . This Proposed Transaction was outlined in our independent expert report ("IER") dated 2 November 2009, which was included with the Notice of Meetings and Explanatory Memorandum that has been sent to Celtex shareholders.

Grant Thornton has been asked to provide additional detail on how we assessed the Proposed Transaction to be fair to the non-associated shareholders of Celtex. This additional information is provided for the purposes of clarification and does not change any of the other considerations or conclusions outlined in our IER dated 2 November, 2009.

Issue to be Clarified

The Australian Securities & Investment Commission ("ASIC") in Regulatory Guide 111 ("RG111") consider an offer to be fair pursuant to S640 of the Corporations Act 2001 ("the Act") if the value of the offer price or consideration is equal or greater than the value of the securities the subject of the offer. This comparison should be made assuming 100% ownership of the "target".

The value of a 100% interest is often more than the value of a minority interest in a Company. This is because the holder of a minority interest has no control over the company. The board of directors will make determinations as to the strategic direction of the company, including investment decisions and dividend policy. The minority interest holder will have little or no influence on these strategic decisions and will generally be at the mercy of the controlling shareholders.

Grant Thomton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thomton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia

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However, a shareholder who has control over the company can control:

• The composition of the board of directors;
• All investment decisions;
• The financial structure of the company; and
• The nature, amount and timing of dividend payments.

The difference between the value of a controlling interest and the value of a minority interest is referred to as a control premium.

We have been asked to clarify whether our assessment of the fairness of the Proposed Transaction was made assuming 100% ownership of Celtex.

Approach to Assessing Fairness of the Proposed Transaction

In forming our view in relation to whether the Proposed Transaction is fair to the Non Associated Shareholders, we did consider this issue. This was considered by assessing the value of a Celtex share prior to the Proposed Transaction including a premium for control, with the value of a Celtex share post the Proposed Transaction, on a minority basis.

The analysis that we used to assess this has now been included below:

Value of the Company Prior to the Proposed Transaction

In preparing our IER dated 2 November 2009, we assessed the likely value of a Celtex share in the event that the Proposed Transaction did not proceed (i.e. before the Proposed Transaction) to be nil. This assessment was made on the basis that the Company was:

• Making losses;
• Had a net tangible asset deficiency of approximately $1.1 million at 30 June 2009; and
• · Was likely to be placed into liquidation if the Proposed Transaction did not proceed. This was because the Commonwealth Bank of Australia was expected to proceed with Statutory Demands for repayment of debt.

Given that it was likely that the Company would be placed into Liquidation, in the event that the Proposed Transaction did not proceed, we considered it appropriate to assess the value of Celtex using a fair value of assets approach. As the Company has a net deficiency of assets, this approach results in a nil value of the Company's shares.

This is illustrated in the table below:

15'000	Before the Proposed Transaction
Net asset position of Celtex at 30 June 2009	(1, 114)
Number of shares on issue prior to the Proposed Transaction	139.015
Value per share

Under a fair value of net assets approach, the value of net assets determined implicitly assumes 100% control of those assets. As such, there is no requirement for a premium for control to be added to our assessed value.

Value of the Company Subsequent to the Proposed Transaction on a Minority Interest Basis

We also consider that the likely value of the Company's shares, on a controlling interest basis, immediately after the Proposed Transaction to be nil.

This is illustrated in the table below.

15'000		After Proposed Transaction
	and Loans notConverted to Shares	Convertible Notes Convertible Notes andLoans Converted tolSharesi
Net asset position of Celtex at 30 June 2009	(1, 114)	(1, 114)
Loan of Ken Roberts and Surjeet Roberts to be forgiven under the Proposed Transaction	1.153	1,153
Proceeds of Second Convertible Note	750	750
Liability relating to Second Convertible Note	(750)
Proceeds from First Convertible Note	50	50
Liability relating to First Convertible Note	(50)
Proceeds from two Loan Agreements	200	200
Liability relating to the two Loan Agreement	(200)
Value of Net Assets after the Impact of the Proposed Transaction	39	1,039
Number of Shares on issue
Number of shares on issue prior to the Proposed Transaction	139,015	139,015
Shares issued on conversion of First Convertible Note		10,000
Shares issued on potential conversion of Second Convertible Note		75,000
Shares issued on potential conversion of the two Loan Agreements		40,000
Total number of shares on issue	139,015	224,015
Value per share on a controlling interest basis

This potential impact of the Proposed Transaction has been considered on the assumption that:

• · Stanfield does not convert any of interests in the First Convertible Note, Second Convertible Note or the Loans into ordinary shares in Celtex; and
• · Stanfield converts all of its interest in the First Convertible Note, Second Convertible Not and the Loans into ordinary shares in Celtex.

This analysis shows that, whilst the net asset position of Celtex is expected to improve as a result of the impact of the Proposed Transaction, the value of the Company's shares, on a controlling interest basis, is still expected to be nil after the Proposed Transaction.

As the value of control value of Celtex's shares after the Proposed Transaction is expected to be nil, the value of a minority interest holding in Celtex would also be expected to be nil (that is, it is not possible to further discount a nil equity value for a lack of control).

We also consider it unlikely that the non-associated shareholders of Celtex would receive any premium for control in the event of an alternative transaction. We form this view having regard to the dire financial circumstances of the Company and the poor financial performance of the Company's underlying business interests.

Comparison of Values

As outlined above, we consider the value of a Celtex share prior to the Proposed Transaction, including a premium for control to be nil. As this is equal to the value of a Celtex share, on a minority basis, subsequent to the Proposed Transaction, we consider the Proposed Transaction to be fair.

Conclusion

As noted above, the additional information provided above is for the purposes of clarification and does not change any of the other considerations or conclusions outlined in our IER dated 2 November 2009.

Yours faithfully GRANT THORNTON FINANCIAL SERVICES (VIC) PTY LTD

Liz Smith DIRECTOR