Zee Entertainment Enterprises Ltd Auditor Reports

INDEPENDENT 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 Standalone Balance Sheet as at 31 March 2025, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Cash Flow and the Standalone Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information 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 March 2025, 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. We conducted our audit in 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 (ICAT) 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 opinion.

KEY AUDIT MATTERS

4. 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.

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

Key audit matters	How our audit addressed the key audit matters
(i) Uncertainties on ultimate outcome of the ongoing investigation being conducted by the Securities and Exchange Board of India (SEBT) and inspection being conducted by the Ministry of Corporate Affairs under Section 206(5) of the Act	Our audit included, but was not limited to, the following procedures:
(Refer note 56 of the standalone financial statements)	• Obtained understanding of management process and controls relating to identification and evaluation of proceedings and investigations at different levels in the Company;
The Company, one of the current KMP, and one of its subsidiaries is involved in the ongoing investigation being conducted by the Securities and Exchange Board of India (SEBI) with respect to certain transactions in earlier years with the vendors of the Company and one of the subsidiary companies. Pursuant to the above, SEBI has issued various summons and sought comments/ information/explanations from the Company, its subsidiary and certain directors (including former directors), KMPs who have provided the information as requested.	• Evaluated the design and tested the operating effectiveness of key controls around above process;
The Company had also received a follow-up communication from the Ministry of Corporate Affairs (MCA) for the ongoing inspection under section 206(5) of the Companies Act, 2013 against which the Company had submitted its response in previous year.	• Obtained and reviewed the various show cause notices, orders, letters, summons and follow up requests from SEBI and MCA;
The Board had constituted an "Independent Investigation Committee" (Committee) (IIC) to review the allegations against the Company/ subsidiary which concluded the investigation with no material irregularities and have found the transactions (under investigation) to be a part of normal course of business.	• Obtained and evaluated the response, information and documents submitted by the Company, its subsidiary, directors and KMPs;
Based on the report and recommendation of IIC and approval from the Board, the Company filed a settlement application with SEBI against ongoing investigation which has been rejected subsequent to the balance sheet date.	• Reviewed the documents (agreements, MOUs, purchase orders, cancellation letters where applicable, invoices, bank statements, Board approvals and other required approvals) for transactions highlighted in the show cause notice and summons during the year at Company/subsidiary level;
During the current year, SEBI also passed an order to dispose off the proceedings initiated under earlier SCN and has merged the matter as a part of continuing investigation.	• Verified the conclusion of the erstwhile auditors and internal auditors including Advisory report submitted by SEBI based on examination carried out in earlier years on the same transactions in earlier years;
The management has informed the Board that based on its review of records of the Company/ subsidiary, the transactions (including refunds) relating to the Company/subsidiary were against consideration for valid goods and services received.	• Obtained the report submitted by IIC to the board and noted the observations and final conclusions;
The Board of Directors of the Company continues to monitor the progress of aforesaid matters.	• Reviewed and evaluated the legal opinion obtained by the management on the ongoing regulatory actions against the Company; and
The management does not expect any material adverse impact on the Company/ Subsidiary with respect to the above and accordingly, believes that no adjustments are required to the accompanying statement.	• Evaluated the adequacy of disclosures given in the standalone financial statements with regard to the regulatory action under the applicable accounting standards.
Considering the uncertainty associated with the ultimate outcome of the investigation and significance of management judgement involved in assessing the future outcome and determining the required disclosure, this was considered to be a key audit matter in the audit of the standalone financial statements.
Further, the aforementioned matter as fully explained in Note 56 to the standalone financial statements is also considered fundamental to the users understanding of the standalone financial statements.
(ii) Litigation with Star India Private Limited for the ICC Contract	Our audit included, but was not limited to, the following procedures:
(Refer note 37 of the standalone financial statements)	• Obtained an understanding of the Alliance agreement along with those conditions;
In March 2024, Star India initiated arbitration against the Company before London Court of International Arbitration (LCIA), seeking either specific performance of the Alliance agreement, or alternatively, damages under the said agreement as further explained in aforesaid note.
	• Obtained and reviewed the correspondence between the Company and Star along with the letters sent through legal counsel and the arbitration application filed;
On 20 June 2024, Star terminated the Alliance Agreement and opted to seek damages through the arbitration proceedings.	• Obtained and reviewed the Statement of Case filed by Star and Statement of Defense and counterclaim filed by the Company along with all the supporting documents;
On 16 September 2024, Star filed the Statement of Case in LCIA and sought to declare that the Alliance Agreement has been validly terminated and also filed claim of damages to be determined of the date of the Tribunals award (with such damages quantified, as at 31 August 2024 as proxy date of the award, at USD 940 million) along with costs, expenses and applicable interest until full payment.	• Evaluated the response received from the external legal counsel to ensure that the conclusions reached are supported by sufficient legal rationale;
	• Corroborated conclusions reached by external legal counsel with an independent opinion received from Auditors legal expert; and
On 23 December 2024, the Company filed its statement of defence and categorically refuted all claims and assertions made by Star including its claim for damages. Further, the Company has filed a counterclaim towards the payments to Star aggregating to USD 8 million plus interest.	• Evaluated the adequacy of disclosures given in the standalone financial statements with regard to litigation.
Based on the legal advice, the management believes that the Company has strong and valid grounds to defend any claims and therefore, no adjustments are required to the accompanying standalone financial statements in respect of the above matter.
Considering the amounts involved are material and the application of accounting principles as given under Ind AS 37, Provisions, Contingent Liabilities and Contingent Assets (Ind AS 37), in order to determine the amounts to be recognised as liability or to be disclosed as a contingent liability or not, is inherently subjective and needs careful evaluation and significant judgement to be applied by the management, this matter is considered to be a key audit matter for the current period audit.
Further, the aforementioned matter as fully explained in Note 37 to the standalone financial statements is also considered fundamental to the users understanding of the standalone financial statements.
Key audit matters	How our audit addressed the key audit matters
iii) Provisions and contingent liabilities relating to taxation, litigations, other claims and settlements, if any	Our audit included, but was not limited to, the following procedures:
As at 31 March 2025, the Company was involved in various litigations, arbitrations and claims with/against various authorities, related parties and erstwhile related parties of the Company.	• Obtained an understanding of the managements process followed by the Company for assessment and determination of the amount of provisions and contingent liabilities on various litigations;
The most significant matters included:
a) Show cause notices/orders received by the Company for Goods and Service tax (GST) demands aggregating to Rs. 1,847 million (refer note 35 to the accompanying financial statements)	• Evaluated the design and implementation, and tested operating effectiveness of key internal controls around the recognition and measurement of provisions and re-assessment of contingent
b) Demand notice received by the Company for Service Tax amounting to Rs. Ill million.	• Assessed managements conclusions through discussions held with the inhouse legal counsel and understanding precedents in similar
c) Claims aggregating to Rs. 5,329 million and provision aggregating to Rs. 2,584 million for settlement of financial commitments and claims of receivables provided for/ revenue not recognized from an erstwhile related party. During the year, the Company has entered into an assignment agreement for settlement of financial claim amounting to Rs. 1,480 million with a third party for a consideration of Rs. 220 million and accounted for a gain as the Company have fully provided for these claims in earlier year. (Refer note 44(d)(ii)A to the accompanying financial	• Obtained and evaluated the independent confirmations from the consultants representing the Company before the various authorities including examination of correspondences connected with the cases;
	• Obtained settlement agreements/ assignment agreement/ litigation orders in respect of certain litigations and assessed the management conclusion on accounting implications, if any, based on such agreements/ orders;
d) Arbitration for intercorporate deposits given to related parties aggregating to Rs. 1,706 million (Refer note 44(d)(ii)B to the accompanying financial statements).	• Obtained independent legal opinion for certain matters such as GST, financial commitment of an erstwhile related party, LOC and lease cancellation by Government authority for confirming the likelihood of the outcome of the said litigations and potential impact on financial statements;
e) Arbitration for invocation of guarantee by customer of subsidiary of the Company (Margo) aggregating to % 809 million. The Company has recognised such balance as provision during the current year based on an unfavorable arbitration order (Refer note 32 to the accompanying financial statements).	• Evaluated adequacy of provisions created and carried by management on the litigations;
f) LOC (Letter of Comfort) issued in earlier years to Yes Bank (Refer note 38 to the accompanying financial statements)	• Involved auditors experts in assessing the nature and amount of GST show cause and assessed the technical merits based on the correspondence and assessments from the relevant tax authorities; and
g) Dispute with respect to cancellation of lease by government authorities for one of the subsidiary companies (Refer note 57 to the accompanying financial statements)	• Evaluated the adequacy of disclosures given in the standalone financial statements, including disclosure of exceptional items, litigation matters, contingent liabilities and movement in provision created.
Most of these litigations involved complex issues and certain matters also form part of matters of enquiry/summons issued by SEBI to various stakeholders. The Company assisted by their external legal counsel assesses the need to make provision or disclose a contingency on a case-to-case basis considering the underlying facts of each litigation.
As at 31 March 2025, the amounts involved are significant. The provisions and contingent liabilities are subject to changes in the outcomes of litigations and claims and the positions taken by the Company.
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 standalone financial statements, such ongoing litigations are considered to be a key audit matter in the current year.

 

Key audit matters	How our audit addressed the key audit matters
(iv) Recoverability of content advances and media content inventory valuation	Our audit included, but was not limited to the following procedures: Content advances
(Refer note: 2M, 3G, 3K, 11 and 12 of Standalone financial statements)
The Company held inventories aggregating Rs. 64,122 million as at 31 March 2025 comprising of raw tapes, media content (i.e. programmes, film rights, music rights) and under production- media contents.	• Obtained an understanding of managements process for authorisation of content advances and its recoverability assessment;
	• Evaluated the design, implementation and tested the operating effectiveness of key controls that the Company has in relation to aforesaid process;
Further, the Company also pays advances for acquiring content from production houses out of which Rs. 2,110 million are outstanding as at 31 March 2025 (net of provision of Rs. 329 million). These advances are paid on the basis of Memorandum of Understanding (MOU) and/ or agreements entered into with the respective production houses.	• 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;
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 refund/adjustment/assignment of advances for other content on sample basis;
During the year, the Company has recorded an amortization expense of Rs. 30,995 million (including accelerated amortisation of Rs. 3,368 million for net realisable value),	• Obtained direct confirmation from the production houses confirming the outstanding balances as at the year-end including identification of the films against which the advances were given and the manner of utilisation of the advances by such production houses, where considered necessary in our professional judgement; and
At each reporting period end, management assesses the recoverability of (i) content advances which involves significant judgment 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 (Ind AS 2).	• 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.
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 significant judgement 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;
	• Evaluated the appropriateness of related accounting policies adopted by the Company in accordance with the requirements of Ind AS 2;
	• 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;
	• Obtained understanding of managements assessment of the parties/ entities and association with whom such contracts has been entered;
	• 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 matters	How our audit addressed the key audit matters
(v) 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	Our audit included, but was not limited to, the following procedures:
(Refer Note 7, 8 and 13 of Standalone financial statements and note 2Y, 2Niii and 3D to material accounting policy information)	• 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 investments of 7 5,429 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 7 2,371 million, being carried at fair value through profit and loss in accordance with Ind AS 109 "Financial Instruments", as at 31 March 2025.	• Evaluated the design and implementation, and tested the 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 71,261 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;
	• Involved auditors expert to assess the appropriateness of the valuation of OCD investment;
Managements process of identification of Cash Generating Unit (CGU), identification of impairment indicators and estimate of the recoverable values of the investments and goodwill determined through discounted cash flow and market multiple method requires significant judgment in carrying out the impairment assessment.	• Evaluated the competence and objectivity of the management expert involved;
The estimated future cash flows are based on, key assumptions such as growth rates, discount rates, and revenue multiples of comparable companies, estimated future operating, capital expenditure. 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.	• 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;
Considering the materiality and the inherent subjectivity involved in managements judgments 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.

INFORMATION OTHER THAN THE STANDALONE 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 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 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 judgments 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, relevant to 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 standalone financial statements, the Board of Directors is 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 either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. The Board of Directors is also responsible for overseeing the Companys financial reporting process.

AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

10. 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 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 standalone 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 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 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 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 auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

• 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.

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 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.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone 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 consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

15. As required by section 197(16) of the Act, based on our audit, we report that 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.

16. As required 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.

17. Further to our comments in Annexure I, as required 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 to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) Except for the matters stated in paragraph 17(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion, proper books of account as required 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) The matters described in paragraph 5(i) and 5(ii) under the Key Audit Matter (also Emphasis of Matter), in our opinion, may have an adverse effect on the functioning of the Company;

f) 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 March 2025 from being appointed as a director in terms of section 164(2) of the Act;

g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 17(b) above on reporting under section 143(3)(b) of the Act and paragraph 17(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

h) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2025 and the operating effectiveness of such controls, refer to our separate report in Annexure II wherein we have expressed an unmodified opinion; and

i) 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 35, 37, 44D(ii), 55, 56 and 57, to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2025;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2025.

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 March 2025;

iv. a. The management has represented that, to the best of its knowledge and belief,, as disclosed in note 48a 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 48b to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (the 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; 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 March 2025 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.

As stated in note 45 to the accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 March 2025 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. As stated in Note 58 to the standalone financial statements and based on our examination which included test checks, except for the instance mentioned below, the Company, in respect of financial year commencing on 1 April 2024, has used accounting software for maintenance of revenue, digital subscription, payroll and other accounting records, which have a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with, where such feature was enabled. Furthermore, other than the exception given below, the audit trail has been preserved by the Company as per the statutory requirements for record retention from the date audit trail was enabled:

i. The audit trail feature was not enabled at the database level up to 16 October 2024 for accounting software used for maintenance of digital subscription records and the audit trail logs available are retained only for seven days for the said software at the database level.

	For Walker Chandiok & Co LLP
	Chartered Accountants
	Firms Registration No.: 001076N/N500013
	Ashish Gupta
	Partner
Place: New Delhi	Membership No.: 504662
Date: 08 May 2025	UDIN: 25504662BMOOEO6480

ANNEXURE I

Referred to in paragraph 16 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 March 2025

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, capital work-in-progress, investment properties and relevant details of right-of-use assets.

(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, capital work-in-progress, investment properties and relevant details of right-of-use assets 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, capital work-in-progress, investment property and relevant details of right-of-use assets 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 5(a) to the standalone financial statements, are held in the name of the Company. Also refer the note 5(a)(i)in standalone financial statements with regard to one immovable property.

(d) The Company has adopted cost model for its property, plant and equipment, capital work-in-progress, investment properties and relevant details of right-of-use assets. Accordingly, reporting under clause 3(i)(d) of the Order is not applicable to the Company.

(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) The Company has not been sanctioned working capital limits working capital limits by banks or financial institutions on the basis of security of current assets at any point of time during the year. Accordingly, reporting under clause 3(ii)(b) of the Order is not applicable to the Company.

(iii) [(a) & (b)] The Company has not provided any guarantee or given any security or granted any loans or advances in the nature of loans during the year. However, the Company has made investment in 1 entity amounting to % 0* million (*Rs. 100,000) (year-end balance Rs. Nil million) and in our opinion, and according to the information and explanations given to us, such investments made are, 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. In million)	Due date	Extent of delay	Remarks (if any)
Edison Infrapower & Multiventures Private Limited	570*	30lh September 2019	2,009 days	The Company has received favorable arbitration order against these entities.
Konti Infrapower & Multiventures Private Limited	560*			Further the Company has filed execution application with Honble Bombay High Court for recovery of the amounts.
Widescreen Holdings Private Limited	460*
Asian Satellite Broadcast Private Limited	116*

*Balances have been fully provided.

(d) The total amount which is overdue for more than 90 days as at 31 March 2025 in respect of loans or advances in the nature of loans granted to such companies, firms, LLPs or other parties is as follows:

Particulars	Amount (Rs. in million)	No. of Cases	; Remarks, if any
Principal	1,500	4	The Company has received favorable arbitration order against these entities.
Interest	206		Further the Company has filed execution application with Honble Bombay High Court for recovery of the amounts.
Total	1,706

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

(e) The Company has not granted any loan or advance in the nature of loans which has fallen due during the year. Further, no fresh loans were granted to any party to settle the overdue loans or advances that existed as at the beginning of the year.

(f) The Company has not granted any loan in the nature of loan, which is repayable on demand or without specifying any terms or period of repayment.

(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 products 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 Flowever, 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 our opinion and according to the 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, we report that 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 (Rs. in Million)	Amount paid under Protest (Rs. in Million)	Period to which the amount relates-AY	Forum where dispute is pending
Income-tax Act, 1961	Income-tax	104	-	AY 2000-01	Honble Bombay High Court
		182	-	AY 2001-02
		60	-	AY 2002-03
		43	-	AY 2005-06
		1	-	AY 2009-10
		288	-	AY 2010-11
		389	-	AY 2011-12
		664	-	AY 2011-12
		6	-	AY 2018-19	Commissioner of Income Tax (Appeals)
		215	105	AY 2015-16
		0*		AY 2022-23
		72	-	AY 2020-21	Assessing Officer
		529	-	AY 2006-07 to 2010-11 (TDS)	Honble Bombay High Court
	Transfer Pricing	463	-	AY 2007-08	Honble Bombay High Court
		6	-	AY 2008-09
		18	-	AY 2009-10
		7	-	AY 2010-11
		8	-	AY 2011-12
The Central Excise Act, 1944	Service Tax	1	1	FY 2004-05	Customs, Central Excise and Service Tax Appellate Tribunal
		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
		111	4	2016-17 to 2017- 18 (June-17)
Goods and Service Tax Act	Goods and Service Tax	1,278	1,278	FY 2017-18 to 2020-21	Additional/ Joint Comm. Palghar
Goods and Service Tax Act	Goods and Service Tax	462	462	FY 2017-18 to 2020-21	Additional/ Joint Comm. Palghar
Goods and Service Tax Act	Goods and Service Tax	37	2	FY 2017-18 to 2019-20	Deputy Comm of Commercial Taxes, Bangalore, Karnataka
Goods and Service Tax Act	Goods and Service Tax	17		F Y 2017-18	State Tax Officer, Chengalpattu Intelligence Division, Tamil Nadu
Goods and Service Tax Act	Goods and Service Tax	123	6	FY 2018-19 to 2020-21	Assistant Commissioner (ST), Guindy Assesment Circle, Chennai, Tamil Nadu
Goods and Service Tax Act	Goods and Service Tax	4	3	FY 2017-18 to 2019-20	Assistant Commissioner (ST), Madhapur Division, Flyderabad, Telangana
Goods and Service Tax Act	Goods and Service Tax	71	6	FY 2019-20 to 2020-21	Joint Commissioner CGST & Central Excise, Mumbai Central, Maharashtra
Goods and Service Tax Act	Goods and Service Tax	2	2	FY 2018-19	Assistant Commissioner GST & Central Excise, Bhubaneshwar, Odisha
Goods and Service Tax Act	Goods and Service Tax	26	-	F Y 2020-21	Joint Commissioner CGST Noida, Uttar Pradesh
Goods and Service Tax Act	Goods and Service Tax	48	4	FY 2018-19 to 2019-20	Joint Commissioner, CGST & Central Excise, Kolkatta North Commissionerate, West Bengal

viii) According to the information and explanations given to us, we report that 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) In our opinion and 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 banks 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 our opinion and according to the information and explanations given to us, money raised by way of term loans (vehicle loans) were applied for the purposes for which these were obtained.

(d) In our opinion 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) In our opinion and 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 or joint ventures.

(f) In our opinion and 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.

(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 allotment or 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 subsection 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) According to the information and explanations given to us, the Company has received whistle blower complaints during the year, which 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 which is commensurate with the size and nature of its business as required under the provisions of section 138 of the Act.

(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 current financial 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 of financial assets and payment of financial liabilities, other information in 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) In our opinion and 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) In our opinion and according to the information and explanations given to us, the Company has transferred the remaining unspent amounts towards Corporate Social Responsibility (CSR) under subsection (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
	Ashish Gupta
	Partner
Place: New Delhi	Membership No.: 504662
Date: 08 May 2025	UDIN: 25504662BMOOEO6480

ANNEXURE II

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 March 2025, we have audited the internal financial controls with reference to standalone 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 internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls 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 adequate 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 required under the Act.

AUDITORS RESPONSIBILITY FOR THE AUDIT OF THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIAL STATEMENTS

3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the ICAI prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements, and the Guidance Note issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone 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 adequacy 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 standalone 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 for our audit opinion on the Companys internal financial controls with reference to standalone financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIAL STATEMENTS

6. A companys internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to standalone 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 standalone 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 acquisition, use, or disposition of the companys assets that could have a material effect on the standalone financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIAL STATEMENTS

7. Because of the inherent limitations of internal financial controls with reference to standalone 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 standalone financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate 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 all material respects, adequate internal financial controls with reference to financial statements and such controls were operating effectively as at 31 March 2025, based on internal financial controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by ICAI.

	For Walker Chandiok & Co LLP
	Chartered Accountants
	Firms Registration No.: 001076N/N500013
	Ashish Gupta
	Partner
Place: New Delhi	Membership No.: 504662
Date: 08 May 2025	UDIN: 25504662BMOOEO6480