zee entertainmen Auditors report

To the Members of

Zee Entertainment Enterprises Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL

STATEMENTS

OPINION

1. We have audited the accompanying standalone financial statements of Zee Entertainment Enterprises Limited (‘the Company), which comprise the Balance Sheet as at 31^st March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for theyearthen ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information.

2. 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) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2023, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

3. Weconducted ourauditin accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditors 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 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 opinion.

KEY AUDIT MATTERS

4. Key audit matters are those matters that, in our professional judgement, 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 financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
Recoverability of Investment in Subsidiaries carried at cost, valuation of Optionally Convertible Debenture ("OCD") in subsidiaries carried at FVTPL and impairment assessment of Goodwill of regional channel and online media (Refer Note 7a, 8 and 13 of Standalone financial statements)	Our audit included, but was not limited to, the following procedures:
	Obtained an understanding of the managements process for identification of impairment indicators for recoverability of investments in subsidiaries, impairment assessment of Goodwill of regional channel and online media business including identification of CGUs and valuation of OCD issued by subsidiaries.
The Company has investment of T5,429 million in subsidiaries, being carried at cost in accordance with Ind AS 27 "Separate Financial Statements" along with investment in Optionally convertible debentures ("OCD") in subsidiaries amounting to T 1,857 million, being carried at fair value through profit and loss in accordance with Ind AS 109 "Financial Instruments", as at 31st March 2023.
	Tested the design and operating effectiveness of internal controls of the Company in relation to the aforesaid process; Evaluated managements identification of CGUs for the purpose of Goodwill impairment testing;
The Company also has goodwill balance of Rs. 1,261 million relating to Online Media Business and Regional channel in India.
	Reconciled the cash flows to the business plans approved by the respective Board of Directors of the subsidiaries;
The Company assesses the recoverability of investment in subsidiaries by way of equity and OCDs, when impairment indicators exist, by comparing the fair value (less costs of disposal) and carrying amount of that investment as on the reporting date. Further, the carrying value of goodwill is tested for impairment on an annual basis as required under Ind AS 36, ‘Impairment of Assets (‘Ind AS 36)..
	Involved auditors experts to assess the appropriateness of the valuation methodology used for calculation of the recoverable value of the investment in subsidiaries and goodwill by the management and its experts;
Managements process of identification of Cash Generating Unit (CGU), identification of impairment indications and estimate of the recoverable values of the investments determined through discounted cash flow and market multiple method requires significant judgement in carrying out the impairment assessment. The key assumptions used include, but are not limited to projections of future cash flows growth rates, discount rates, estimated future operating, capital expenditure and revenue multiples of comparable companies. Changes to these assumptions could lead to material changes in estimated recoverable amounts, resulting in either impairment or reversals of impairment taken in prior years.	Involved auditors expert to assess the appropriateness of the valuation of OCD investment;
	Evaluated and challenged managements assumptions such as implied growth rates during explicit period, terminal growth rate, revenue multiples of comparable companies and discount rate for their appropriateness based on our understanding of the business of the respective investee companies and CGUs, past results and external factors such as industry trends and forecasts;

 

Key audit matter	How our audit addressed the key audit matter
Considering the materiality and the inherent subjectivity involved in managements judgements and estimates, recoverability of investments in subsidiaries, valuation of OCDs in subsidiaries and impairment assessment of Goodwill has been considered to be a key audit matter for the current period audit.	Performed independent sensitivity analysis of aforesaid key assumptions to assess the effect of reasonably possible variations on the current estimated recoverable amount for each of the identified investments and for respective CGUs to evaluate sufficiency of headroom available between recoverable value and carrying amount;
	Tested the mathematical accuracy of the management computations regarding cash flows and sensitivity analysis; and
	Evaluated the adequacy of disclosures given in the standalone financial statements, including disclosure of significant assumptions, judgements, sensitivity analysis performed, in accordance with applicable accounting standards.

 

Recoverability of content advances and media content inventory	Our audit included, but was not limited to the following procedures:
valuation (Refer note: 2M, 3G, 3K, 11 and 12 of Standalone financial	Content advances
The Company held inventories aggregating T69,548 million as at 31st March 2023 comprising of raw tapes, media content (i.e. programmes, film rights, music rights) and under production-media contents. Further, the Company also pays advances for acquiring content from production houses out of which T5,509 million are outstanding as at 31st March 2023 (net of provision of T485 million). These advances are paid on the basis of Memorandum of Understanding (MOU) and/or agreements entered into with the respective production houses.	Obtained an understanding of managements process for authorisation of content advances and its recoverability assessment,
	Evaluated the appropriateness of related accounting policies adopted by the Company in accordance with the requirements of Ind AS 2;
	Evaluated the design, implementation and tested the operating effectiveness of key controls that the Company has in relation to aforesaid process;
The cost incurred on acquisition of inventory is amortised on straight-line basis over the estimated period of use or estimated future revenue potential as estimated by the management. The factors that the Company considers in determining the amortisation policy has been derived basis historical trends and managements expectation of revenue earning potential of such media content.	Obtained supporting documents for the sample of movie advances paid during the year which includes the MOU/agreement executed between the Company and production houses;
	Obtained direct confirmation from the production houses confirming the outstanding balances as at the year-end including identification of the films againstwhich the advances were given and the manner of utilisation ofthe advances by such production houses, where considered necessary in our professional judgement.
During the year, the Company has recorded an amortisation expense of Rs.28,799 million (net off reversal of provision of T992 million for net realisable value).
	Evaluated managements assessment of stage of completion of projects for which the advances were given, and related judgement in determining the adequacy of provision for doubtful advances.
At each reporting period end, management assesses the recoverability of (i) content advances which involves significant judgement on part of management with regard to status of completion of the project for which advances are given, and (ii) inventory which involves determining whether there is any objective evidence indicating that the net realisable value of any item of inventory is below its carrying value. If so, such inventories are written down to their net realisable value in accordance with the requirements of Ind AS 2, Inventories find AS 2). Considering the inherent nature of the industry, particularly on the changing viewing patterns of the content and quality of content as identified by end-users, determination of appropriate amortisation policy and provision for net realisable value involves significantjudgement and estimates by the management and accordingly, the recoverability of content advances and inventory valuation has been considered as key audit matter for the current period audit.
	Inventory valuation
	Obtained an understanding of process followed for identifying amortisation period of inventory and estimating its net realisable value;
	Evaluated the nature, source and reliability of all the information used by the management for arriving at the estimates for amortisation period and provision for net realisable value of inventories;
	Discussed with respective business heads in the Company on expectations for performance of content to corroborate the forecasts;
	Assessed the projected sale estimates made by the management in respect of balance inventory of aforesaid specific media content that is expected to be sold in the near future, for its appropriateness basis past trends and market conditions.
	Tested mathematical accuracy in respect of amortisation and provision for doubtful advances and provision for net realisable value recorded in the books;
	Evaluated appropriateness of disclosures made in the standalone financial statements;

 

Key audit matter	How our audit addressed the key audit matter
Proposed Merger with Sony Pictures Networks India Private Limited (Refer note 30, 40 and 58 of Standalone financial statements)	Our audit included, but was not limited to, the following procedures: Obtained an understanding of managements process to identify key financial reporting elements of the Scheme of arrangement, Merger Cooperation agreement;
The company has entered into a proposed Scheme of arrangement with Sony Pictures Networks India Private Limited in the current year. The Company has obtained approvals from stock exchanges, Competition Commission of India ("CCI"), Shareholders of the Company and Registrar of Companies ("ROC") for the proposed scheme of arrangement and the draft scheme is currently pending for final approval with NCLT as at 31st March 2023.
	Evaluated the design, implementation and tested the operating effectiveness of key controls that the Company has in relation to aforesaid process;
As per above approvals and condition precedents of Merger Co-Operation Agreement ("MCA"), the management is in the process of either liquidating or selling the components not forming part of the aforesaid Scheme of merger. Accordingly, investment and other balances in relation to these components are classified as Non-current Assets held for sale/disposal in accordance with IND AS 105 ("Non-current Assets Held for Sale and Discontinued Operations"). Considering these assets are held for sale, the assets have been recorded at their realisable value and an impairment loss of T3,313 million has been recorded in the financial statements which has been disclosed as an exceptional item.	Evaluated the orders received from BSE, NSE, NCLT and CCI;
	Obtained and examined the details of objection filed against the merger in the NCLT, reply filed by the Company and settlement agreement entered into by the Company;
	Assessed the trigger to classify the excluded entities as business held for sale in line with management action and NCLT approval as Non-current assets held for sale in accordance with Ind AS 105 - Non-current Assets Held for Sale and Discontinued Operations;
Further, to expediate the merger process, the company settled certain objection applications/insolvency proceedings filed by operational creditors and bankers for a total amount of T2,230 million (T1960 million already provided). Accordingly, an additional charge of T270 million has been recorded as an exceptional item.	Tested on sample basis the merger cost recorded as exceptional items in the standalone financial statements;
	Evaluated the adequacy of disclosures given in the standalone financial statements with regard to merger.
The Company has also incurred expenses aggregating to T1,762 million pursuant to such scheme of merger which has also been disclosed under exception items. Considering the uncertainty of impact on standalone financial statements because of the entire merger process including approvals from various regulatory authorities, outcome of various litigations and materiality of amount allocated for expenses in relation to merger, the above matter has been considered as Key Audit Matter for the current period audit.

 

Receivables, investments and other commitments relating to related	Our audit included, but was not limited to, the following procedures:
parties and erstwhile related parties (Refer notes 9, 43 D(ii) A, B, C, 13 and 30 of Standalone financial statements)	Obtained an understanding of the managements process for providing guarantees, letter of comfort, evaluating credit worthiness of erstwhile related parties, assessment of required expected credit loss and provision for receivables and ICDs given to/on-behalf of erstwhile related parties;
As at 31st March 2023, there are significant balances outstanding to/from certain related parties and erstwhile related parties amounting to T7,714 million (T6,130 million net of provisions created in earlier years), which are as follows: intercorporate deposits: there is an ongoing litigation against four related parties and erstwhile related party for recovery of ICD balance of Rs. 1,706 million which is currently under arbitration, which has been fully provided for. trade receivables of T2,938 million (net of Rs. 1,991 million expected credit loss): a reversal of expected credit loss of T92 million has been recognised in the current year and remaining balance of T947 million is expected to be good and recoverable investments in NCDs: an impairment of T255 million has been recognised in the current year and recoverables of T2,002 million on account of settlement of on-going litigations and arbitrations: There were significant litigations going on against the Company in respect of its financial commitments which the Company has either settled or under litigation as at the reporting date. The company has recognised an additional provision for T474 million in the current year.
	Tested the design and operating effectiveness of internal controls over management process for evaluating credit worthiness of related parties/ erstwhile related parties, expected credit loss provision, assessment of provision, contingent liability in case of legal disputes;
	Evaluated managements current assessment of relationship of the Company with such parties;
	Assessed managements conclusions through discussions held with the inhouse legal counsel and understanding precedents in similar cases;
	Obtained and evaluated the independent confirmations from the consultants representing the Company before the various authorities;
	Obtained the evidences of receipt of trade receivables from one of the erstwhile related party vis-a-vis the payment plan submitted in previous year;
	Obtained notices received, reply filed by the company with various courts and NCLT. Also, obtained settlement agreements with these parties;
	Evaluated adequacy of provisions created by managementon receivables, investments and ICDs.
	Verified the collection made by the company for related parties/erstwhile related parties and reversal of provision created for expected credit loss.
Considering the materiality of transactions and significant judgements involved in establishing whether a liability/provision should be recognised or disclosed as a contingent liability in the financial statements, such trade receivables, inter-corporate balances, investment in NCDs and recoverable on accounting of ongoing litigations to/ from erstwhile related parties are considered to be a key audit matter in the current year.
	Assessed the amounts provided for such receivables is adequate to cover any further financial loss;
	Obtained direct balance confirmations from erstwhile related parties.
	Evaluated the adequacy of disclosures given in the standalone financial statements, including disclosure of exceptional items, contingent liabilities and movement in provision created.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS

AND AUDITORS REPORT THEREON

6. The Companys Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report but does not include the standalone financial statements and our auditors report thereon. The Annual Report is expected to be made available to us after the date of this auditors report.

Our opinion on the standalone financial statements does not cover the other information and we will 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 identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED

WITH GOVERNANCE FOR THE STANDALONE FINANCIAL

STATEMENTS

7. The accompanying standalone financial statements have been approved by the Companys Board of Directors. The Companys Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under Section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable 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, relevantto the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the financial statements, the Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors eitherintend to liquidate the Companyortocease operations, or has no realistic alternative but to do so.

9. Those Board of Directors are also responsible for overseeing the Companys financial reporting process.

AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE

STANDALONE FINANCIAL STATEMENTS

10. Our objectives are toobtain reasonable assurance about whetherthe financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 Standards on Auditing 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 financial statements.

11. As part of an audit in accordance with Standards on Auditing,specified under Section 143(10) of the Act we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the 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 Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements 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 Board of Directors 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the 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 auditors 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation;

12. 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.

13. We also provide those charged with governance with a statement that we have complied with relevant ethical reguirements 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.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors 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 conseguences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

OTHER MATTER

15. The standalone financial statements of the Company for the year ended 31^st March 2022 were audited by the predecessor auditor, Deloitte Flaskins & Sells LLP, Chartered Accountants, who have expressed an unmodified opinion on those standalone financial statements vide their audit report dated 26^th May 2022.

REPORTON OTHER LEGAL AND REGULATORYREQUIREMENTS

16. As reguired by Section 197(16) of the Act based on our audit, we reportthat the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under Section 197 read with Schedule V to the Act.

17. As reguired by the Companies (Auditors Report) Order, 2020 (‘the Order) issued by the Central Government of India in terms of Section 143(11) of the Act we give in the Annexure I, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

18. Further to our comments in Annexure I, as reguired by Section 143(3) of the Act based on our audit, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which tothe bestofour knowledge and beliefwere necessary for the purpose of our audit of the accompanying standalone financial statements;

b) In our opinion, proper books of account as reguired by law have been kept by the Company so far as it appears from our examination of those books;

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none

of the directors is disqualified as on 31^st March 2023 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 as on 31^st March 2023 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified opinion; and

g) With respect to the other matters to be included in the Auditors 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, as detailed in note 34, 43(d)(ii) and 56 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31^st March 2023;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31^st March 2023

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31^st March 2023;

iv. a. The management has represented that, to the best of

its knowledge and belief, as disclosed in note 48(a) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (‘the 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 (‘the Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 48(b) to the standalone financial statements, no funds have been received by the Company from any person(s)orentity(ies), including foreign entities (‘the Funding Parties), with the understanding, whether recorded in writing orotherwise, 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; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The final dividend paid by the Company during the year ended 31^st March 2023 in respect of such dividend declared for the previous year is in accordance with Section 123 of the Act to the extent it applies to payment of dividend.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 reguires all companies which use accounting software for maintaining their books of account, to use

such an accounting software which has a feature of audit trail, with effect from the financial year beginning on 1^st April 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the current financial year.

	For Walker Chandiok & Co LLP
	Chartered Accountants
	Firms Registration No.: 001076N/N500013
	Gautam Wadhera
	Partner
Place: Mumbai	Membership No.: 508835
Date: 25th May 2023	UDIN: 23508835BGXHXY7656

Annexure I

referred to in Paragraph 17 of the Independent Auditors Report of even date to the members of Zee Entertainment Enterprises Limited on the standalone financial statements for the year ended 31^st March 2023

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) (A) The Company has maintained proper records showing full

particulars, including quantitative details and situation of property, plant and equipment, right-of-use assets and investment property.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(b) The Company has a regular programme of physical verification of its property, plant and equipment, right-of-use assets and investment property under which the assets are physically verified in a phased manner over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain property, plant and equipment were verified during the year and no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties including investment properties held by the Company (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in note 5a to the standalone financial statements are held in the name of the Company.

(d) The Company has not revalued its Property, Plant and Equipment including Right-of-use assets or intangible assets during the year.

(e) No proceedings have been initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended) and rules made thereunder.

(ii) (a) The Company does not hold any tangible inventory. Accordingly,

reporting under clause 3(ii)(a) of the Order is not applicable to the Company.

(b) As disclosed in note 18 to the standalone financial statements, the Company has been sanctioned a working capital limit in excess of T5 crore, by banks on the basis of security of current assets. Pursuant to the terms of the sanction letter, till the time such limit remains unutilised the Company is not required to file any quarterly return or statement with such banks or financial institutions.

(iii) (a) The Company has made investments in and provided advances

in the nature of loans to

Subsidiaries and Others during the year as per details given below:

Particulars	Investments	Advances In nature of loans
Aggregate amount provided/ granted during the year:
- Subsidiaries	400	-
- Others	-	280
Balance outstanding as at balance sheet date in respect of above cases:
- Subsidiaries	3,850	-
- Others	-	280

Further, the Company has not provided any loans or guarantee, or security to any other entity during the year.

(b) The Company has not provided any guarantee or given any security or granted any loans during the year. In our opinion, and according to the information and explanations given to us, the investments made and terms and conditions of the grant of advances in the nature of loans, prima facie, not prejudicial to the interest of the Company.

(c) In respect of loans granted by the Company, the schedule of repayment of principal and payment of interest has been stipulated and the
repayments/receipts of principal and interest are regular, except for the following instances:
Name of the Entity	Amount due (Rs. million)	Due date	Extent of delay	Remarks
Edison Infrapower & Multiventures Private Limited	570	30th September	1,279 days	The Company has initiated
Konti Infrapower & Multiventures Private Limited	560	2019		arbitration s Proceedings against these entities for recovery of the amounts.
Widescreen Holdings Private Limited	460
Asian Satellite Broadcast Private Limited	116
Total	1,706

In respect of advances in the nature of loans granted by the Company, the schedule of repayment of principal and the payment of the interest has not been stipulated and accordingly, we are unable to comment as to whether the repayments/receipts of principal interest are regular.

(d) The total amount which is overdue for more than 90 days as at 31^st March 2023 in respect of loans granted to such companies, firms, LLPs or nthpr nartips is as follows^-

Particulars	Amount (Rs. million)	No. of Cases	Remarks, if any
Principal	1,500.00	4	The Company has initiated arbitration Proceedings against these entities for recovery of the amounts
Interest	206.00
Total	1,706.00

Reasonable steps have been taken by the Company for recovery of such principal amounts and interest.

In the absence of stipulated schedule of repayment of principal and payment of interest in respect of advances in the nature of loans, we are unable to comment as to whether there is any amount which is overdue for more than 90 days. Reasonable steps have been taken by the Company for recovery of such principal amounts and interest

(e) TheCompany has notgranted any loan oradvance in the nature of loan which has fallen due during the year. Further, no fresh loans were granted to any party to settle the overdue loans/ advances in nature of loan that existed as at the beginning of the year. In respect of advances in the nature of loans granted by the Company, the schedule of repayment of principal has not been stipulated. According to the information and explanation given to us, such advances in the nature of loans have not been demanded for repayment as on date.

(f) The Company has not granted any loan, which is repayable on demand or without specifying any terms or period of repayment. The Company has granted advances in the nature of loans without specifying any terms or period of repayment, as per details below:

Particulars	All Parties
Aggregate of loans/advances in nature of loan
- Repayable on demand (A)	-
- Agreement does not specify any terms or period of repayment (B)	T280 million
Total (A+B)	T280 million
Percentage of advances in nature of loan to the total loans	100%

(iv) In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 186 of the Act in respect of loans and investments made and guarantees and security provided by it, as applicable. Further, the Company has not entered into any transaction covered under Section 185 of the Act.

(v) In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits or there are no amounts which have been deemed to be deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, reporting under clause 3(v) of the Order is not applicable to the Company.

(vi) The Central Government has specified maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of the Broadcasting services of the Company. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) In ouropinion, and according tothe information and explanations

given to us, the Company is regular in depositing undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, cess and other material statutory dues, as applicable, with the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute except for the following:

Name of the statute	Nature of dues	Gross Amount	Amount paid under Protest	Period to which the amount relates	Forum where dispute is pending
The Central Excise Act,	Service Tax	1	1	FY 2004-05	Customs, Central Excise and Service Tax Appellate Tribunal
1944		312	-	FY 2006-07
		148	-	FY 2007-08
		5	0*	FY 2011-12
				FY 2012-13
		33	2	FY 2012-13
				FY 2013-14
				FY 2014-15
		51	4	FY 2015-16
				FY 2016-17
		7	1	FY 2012-13
				FY 2013-14
				FY 2014-15
The Maharashtra Goods and Service Tax Act, 2017	Goods and Service Tax	869	608	FY 2017-18 to FY 2020-21	Additional Comm. Thane
Income-tax Act, 1961	Income-tax	104	-	AY 2000-01	Bombay High Court
		182	-	AY 2001-02
		60	-	AY 2002-03
		43	-	AY 2005-06
		115#	-	AY 2008-09
		1#	-	AY 2009-10
		288#	-	AY 2010-11
		389#	-	AY 2011-1 2
		664	-	AY 2011-1 2
		6	-	AY 2018-19	Commissioner of Income Tax (Appeals)
		214	105	AY 2015-16
		71	-	AY 2020-21	Assessing Officer
		529	-	AY 2006-07 to AY 2010-11 (TDS)	Bombay High Court
		15	3	AY 2013-14 to AY 2019-20 (TDS)	Commissioner of Income Tax (Appeals)
		463	-	AY 2007-08	Bombay High Court
		249#	-	AY 2008-09
		18#	-	AY 2009-10
		7#	-	AY 2010-11
		8#	-	AY 2011-1 2

* ‘0 represents amount less than a million

# at pre-admission stage

(viii) According to the information and explanations given to us, no transactions were surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961) which have not been previously recorded in the books of accounts.

(ix) (a) According to the information and explanations given to us,

the Company has not defaulted in repayment of its loans or borrowings or in the payment of interest thereon to any lender.

(b) According to the information and explanations given to us including confirmations received from bank, and financial institution, representation received from the management of the Company, and on the basis of our audit procedures, we report that the Company has not been declared a willful

defaulter by any bank or financial institution or government or any government authority.

(c) In ouropinion and according to the information and explanations given to us, money raised byway of term loans were applied for the purposes for which these were obtained.

(d) In ouropinion and according to the information and explanations given to us, the Company has not raised any funds on short term basis during the year. Accordingly, reporting under clause 3(ix) (d) of the Order is not applicable to the Company.

(e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associate and joint ventures.

(f) According to the information and explanations given to us, the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries, joint venture or associate company.

(x) (a) The Company has not raised any money by way of initial public

offer or further public offer (including debt instruments), during the year. Accordingly, reporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotmentor private placement of shares or (fully, partially or optionally) convertible debentures during the year. Accordingly, reporting under clause 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) To the best of our knowledge and according to the information

and explanations given to us, no fraud by the Company or no material fraud on the Company has been noticed or reported during the period covered by our audit.

(b) According to the information and explanations given to us including the representation made to us by the management of the Company, no report under sub-section 12 of Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014, with the Central Government for the period covered by our audit.

(c) The whistle-blower complaints received by the Company during the year, as shared with us by the management have been considered by us while determining the nature, timing and extent of audit procedures.

(xii) The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, reporting under clause 3(xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us, all transactions entered into by the Company with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable. Further, the details of such related party transactions have been disclosed in the standalone financial statements, as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified in Companies (Indian Accounting Standards) Rules 2015 as prescribed under Section 133 of the Act.

(xiv) (a) In our opinion and according to the information and explanations

given to us, the Company has an internal audit system as per the provisions of Section 138 of the Act which is commensurate with the size and nature of its business.

(b) We have considered the reports issued by the Internal Auditors of the Company till date for the period under audit.

(xv) According to the information and explanation given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and accordingly, reporting under clause 3(xv) of the Order with respect to compliance with the provisions of Section 192 of the Act are not applicable to the Company.

(xvi) (a) The Company is not required to be registered under Section

45-IA of the Reserve Bank of India Act, 1934. Accordingly,

reporting under clauses 3(xvi)(a), (b) and (c) of the Order are not applicable to the Company.

(b) Based on the information and explanations given to us and as represented by the management of the Company, the Group (as defined in Core Investment Companies (Reserve Bank) Directions, 2016) does not have any CIC.

(xvii) The Company has not incurred any cash losses in the currentfinancial year as well as the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, reporting under clause 3(xviii) of the Order is not applicable to the Company.

(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation offinancial assets and paymentof financial liabilities, other information accompanying the standalone financial statements, our knowledge of the plans of the Board of Directors and management and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due.

(xx) (a) According to the information and explanations given to us,

there are no unspent amounts towards Corporate Social Responsibility pertaining to other than ongoing projects as at end of the current financial year. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us, the Company has transferred the remaining unspent amounts towards Corporate Social Responsibility (CSR) under sub-section (5) of Section 135 of the Act, in respect of ongoing project, within a period of 30 days from the end of financial year to a special account in compliance with the provision of sub-section (6) of Section 135 of the Act,

(xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements of the Company. Accordingly, no comment has been included in respect of said clause under this report.

	For Walker Chandiok & Co LLP
	Chartered Accountants
	Firms Registration No.: 001076N/N500013
	Gautam Wadhera
	Partner
Place: Mumbai	Membership No.: 508835
Date: 25th May 2023	UDIN: 23508835BGXHXY7656

Annexure II

to the Independent Auditors Report of even date to the members of Zee Entertainment Enterprises Limited on the standalone financial statements for the year ended 31^st March 2023

Independent Auditors Report on the internal financial controls with reference to the standalone financial statements under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act)

1. In conjunction with our audit of the standalone financial statements of Zee Entertainment Enterprises Limited (‘the Company) as at and for the year ended 31^st March 2023, we have audited the internal financial controls with reference to financial statements of the Company as at that date.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED

WITH GOVERNANCE FOR INTERNAL FINANCIAL CONTROLS

2. The Companys Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal financial control reporting with reference to financial statement criteria established by the Company considering the essential components of internal control stated in the guidance note on audit of Internal Financial Control over Financial Reporting ("the Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adeguate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of the Companys business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as reguired under the Act.

AUDITORS RESPONSIBILITY FOR THE AUDIT OF THE

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO

FINANCIAL STATEMENTS

3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by ICAI prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements, and the Guidance Note issued by the ICAI. Those Standards and the Guidance Note reguire that we comply with ethical reguirements and plan and perform the audit to obtain reasonable assurance about whether adeguate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adeguacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements includes obtaining an understanding of such internal financial

controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour auditopinion on the Companys internal financial controls with reference to financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH

REFERENCE TO FINANCIAL STATEMENTS

6. A companys internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acguisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS

WITH REFERENCE TO FINANCIAL STATEMENTS

7. Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadeguate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

8. In our opinion, the Company has, in ail material respects, adequate internal financial controls with reference to financial statements and such controls were operating effectively as at 31^st March 2023, based on internal financial control reporting with reference to financial statement criteria established by the Company considering the essential components of internal control stated in the guidance note issued ICAI.

	For Walker Chandiok & Co LLP
	Chartered Accountants
	Firms Registration No.: 001076N/N500013
	Gautam Wadhera
	Partner
Place: Mumbai	Membership No.: 508835
Date: 25th May 2023	UDIN: 23508835BGXHXY7656