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 2026, 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 2026, 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 (ICAI) 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) Ongoing regulatory investigations by SEBI and MCA (Refer note 56 of the standalone financial statements)	Our audit in relation to ongoing regulatory inspections included, but was not limited to, the following procedures:
The Company, certain subsidiaries, a current key managerial personnel (KMP) and ex-directors are involved in an ongoing investigation being conducted by the Securities and Exchange Board of India (SEBI), and an inspection being conducted by the Ministry of Corporate Affairs (MCA) under Section 206(5) of the Act, with respect to certain transactions in earlier years with the vendors of the Company and one of the subsidiary companies.	• Obtained an understanding of management process and controls for evaluating the impact of any regulatory proceedings and investigations initiated or ongoing against the Company:
	• Evaluated the design and tested the operating effectiveness of key internal financial controls around above process:
In connection with the ongoing investigation, the Company has received summons and show cause notices (SCNs) from SEBI alleging irregularities in relation to certain transactions entered into by the Company in earlier years with respect to alleged lien on property of the Company, violations of SEBI regulations in connection with investments made in inter-corporate deposits, film advances, related party transactions and disclosure/control issues for earlier periods.	• Performed inquiries with the management to understand key developments during the year with respect to ongoing regulatory inspections, including any new allegations raised by authorities:
	• Obtained and reviewed the various correspondence between the Company with SEBI and MCA to corroborate above understanding such as SCNs, orders, letters, summons and follow up requests received from SEBI and MCA, and corresponding replies/submissions from the Company, its subsidiary and KMPs:
The Board of Directors (Board) of the Company had constituted an "Independent Investigation Committee" (Committee) (IIC) to review the allegations against the Company, which concluded the investigation, and the report was placed before the Board of Directors, noting no material irregularities and that the transactions (under investigation) were conducted in normal course of business.	• Reviewed underlying documents such as agreements, MOUs, purchase orders, cancellation letters (where applicable), invoices, bank statements. Board approvals and other required approvals, for transactions highlighted in the SCNs and summons received by the Company/ subsidiaries, to validate managements response to the allegations raised during inspection process;
The Board and the management , based on review of records of the Company and its subsidiary, determined the transactions (including refunds) were against consideration for valid goods and services received.	• Verified conclusion of the erstwhile statutory 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 Board continues to monitor the progress of aforesaid matters. The Company has furnished/is in the process of submitting its reply based on legal advice denying allegations and has also filed settlement applications. which are under consideration by SEBI. Based on legal assessment, the management does not expect any material adverse impact on the operations and standalone financial statements of the Company with respect to the aforesaid matters.	• Evaluated the reports submitted by the IIC and other experts engaged by management, noting their observations and conclusions, with respect to allegations raised during inspection process;
	• Reviewed and evaluated the legal opinion obtained by the management on the ongoing regulatory actions against the Company; and
Considering the significance of amounts involved for underlying transactions being subject to investigation, uncertainty associated with the ultimate outcome of these investigations and significance of management judgement involved in assessing the outcome of these investigations and determining the required disclosure, this matter has been considered as a key audit matter in the audit of the standalone financial statements.	• Evaluated the adequacy of disclosures in the standalone financial statements.
Further, we have also determined this matter to be fundamental to the users understanding of the standalone financial statements.
(ii) Litigation with JioStar India Private Limited (JioStar) for the ICC Contract (Refer note 37 of the standalone financial statements)	Our audit in relation to JioStar litigation matter included, but was not limited to, the following procedures:
	• Obtained an understanding of the managements process followed by the Company for identification of legal matters initiated against the Company, assessment and determination of the amount of provisions and disclosure as contingent liabilities required under Ind AS 37;
In March 2024, JioStar initiated an arbitration against the Company before London Court of International Arbitration (LCIA/Arbitral Tribunal) in relation to the Alliance Agreement for broadcasting rights of the International Cricket Councils (ICC) mens global events for a period of four years in respect of which JioStar had claimed damages of USD 1,097 million, along with costs, expenses and applicable interest until full payment, from the Company.	• Evaluated the design and implementation, and tested operating effectiveness of key internal financial controls around aforesaid process;
The Company had filed Statement of Defence, a counterclaim of USD 8.06 million along with interest thereon before the Arbitral Tribunal.	• Obtained an understanding of the Alliance agreement along with the conditions mentioned therein and managements compliance with those conditions;
During the current year, the Company has filed additional pleadings while maintaining each of the defences as submitted earlier, against which JioStar has also filed its responses.	• Obtained and reviewed the correspondence between the Company and JioStar along with the notices/letters from legal counsels of both the parties and all legal documents filed by both parties as part of the ongoing arbitration;
The management, based on a legal opinion and its internal assessment, has determined that the Company is not in default of the Alliance Agreement and believes that the claims made by JioStar are unfounded and legally not tenable. The Company has strong and valid grounds to defend any claims in respect of above matter.	• Performed inquiries with the management to understand key developments during the year and obtaining orders of Arbitral Tribunal received during the current year.
Considering the significance of amount involved, uncertainty associated with the ultimate outcome of the arbitration proceedings and significance of management judgement involved in assessing the outcome of these proceedings and determining the required disclosure, this matter has been considered as a key audit matter in the audit of the standalone financial statements.	• Reviewed and evaluated the external legal opinion obtained by management and legal note prepared by managements in-house legal counsel, supporting managements assessment on the matter;
	• Corroborated conclusions of managements external legal counsel with an independent opinion received from auditors legal expert in the previous year; and
Further, we have also determined this matter to be fundamental to the users understanding of the standalone financial statements.	• Evaluated the adequacy of disclosures given in the standalone financial statements.
(iii) Provisions and contingent liabilities relating to litigations, other claims and settlements	Our audit procedures included, but were not limited to, the following procedures:
(Refer note 35, 37, 38, 44D(ii)(A), 44D(ii)(C), 56 and 57 of the standalone financial statements)
As at 31 March 2026, in addition to the SEBI and ICC matters as covered above, the Company is also involved in various litigations, arbitrations and claims with/against various authorities, banks, related parties, vendors and erstwhile related parties of the Company that are pending with various statutory authorities.	• Assessed the appropriateness of the Companys accounting policies relating to provisions and contingent liabilities, in accordance with the applicable accounting standards;
Most of these litigations involve complex underlying legal issues. The management, assisted by their external legal counsels, assesses the need for, and the quantum of, any provisions or disclosure as contingent liabilities, that may be required to be made in the financial statements, on a case-to-case basis considering the underlying facts and legal jurisprudence related to each litigation.	• Obtained an understanding of the managements process followed by the Company for identification, of legal and tax matters initiated against the Company, assessment and determination of the amount of provisions and disclosure as contingent liabilities under Ind AS 37;
As at 31 March 2026, 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.	• Evaluated the design and implementation, and tested operating effectiveness of key internal financial controls around aforesaid process;
Considering the materiality of amount involved, significant judgements and inherent high estimation uncertainties involved in establishing whether a liability/provision should be recognised or disclosed as a contingent liability in the standalone financial statements basis accounting principles as given under Ind AS 37, Provisions, Contingent Liabilities and Contingent Assets (Ind AS 37), the matter is considered to be a key audit matter in the current year.	• Obtained understanding of the developments during the year in each existing litigation, and understanding of the new litigations initiated against the Company during the year by inquiry with the management, inspection of related documents such as notices, orders, etc.
	• Assessed managements conclusions through discussions held with the Companys in-house legal counsel, obtaining understanding of precedents in similar cases, obtaining and evaluating independent confirmations from the legal and tax consultants representing the Company before various authorities including examination of correspondences connected with the cases;
	• Obtained settlement agreements/assignment agreement/ litigation orders/show cause notices/other relevant documents in respect of certain matters and assessed the management conclusion on accounting implications, if any, based on such agreements/ orders;
	• Involved auditors experts, wherever necessary, to assess the appropriateness of Companys interpretation/ positions basis application of relevant laws and technical merits and for confirming the likelihood of the outcome of the said litigations and potential impact on financial statements;
	• Recomputed the managements determination of provisions and contingent liabilities basis aforesaid legal assessment in accordance with the requirements of Ind AS 37; and
	• Evaluated the adequacy of disclosures given in the standalone financial statements, including disclosure of exceptional items, litigation matters, contingent liabilities and provision for liabilities in accordance with applicable accounting standards.
(iv) Recoverability of content advances and media content inventory valuation	Our audit included, but was not limited to the following procedures:
(Refer note: 2M, 31,11,12, 24 and 59 of Standalone financial statements)	Content advances
The Company held inventories aggregating Rs.57,248 million as at 31 March 2026 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 Rs.2,267 million are outstanding as at 31 March 2026 (net of provision of Rs.339 million).	• 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;
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 purchase of inventories is consumed based on consumption pattern on estimated future revenue potential as estimated by the management. The factors that the Company considers in determining the consumption charge 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 consumption expense of Rs. 38,027 million (including impact of Rs. 743 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 consumption charge 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 consumption pattern 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 consumption pattern 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

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 2026 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 2026 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, 38, 44D(ii)(A), 44D(ii)(C), 56 and 57 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2026.

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 2026.;

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 2026;

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) 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 2026 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 2026 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 2025, 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:

(a) The audit trail logs available are retained only for seven days for the said software used for digital subscription records at the database level.

(b) The accounting software used for maintenance of books of accounts of the Company is operated by a third-party software service provider. In the absence of any information on existence of audit trail (edit logs) for any direct changes made and preservations of the audit trail logs at the database level in the Independent Service Auditors Assurance Report on the Description of Controls, their Design and Operating Effectiveness (Type 2 report issued in accordance with ISAE 3402, Assurance Reports on Controls at a Service Organisation), we are unable to comment on whether audit trail feature with respect to the database of the said software was enabled and operated throughout the year.

	For Walker Chandiok & Co LLP
	Chartered Accountants
	Firms Registration No.: 001076N/N500013
	Ashish Gupta
	Partner
Place: Mumbai	Membership No.: 504662
Date: 19 May 2026	UDIN: 26504662JFFZRC2296

ANNEXURE I

Annexure I referred to in Paragraph 16 of the Independent Auditors Report of even date to the members of Zee Entertainment Enterprise Limited on the standalone financial statements for the year ended 31 March 2026

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 property 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 properties 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 to 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 (including right-of- use assets, capital work in progress, investment properties) and intangible 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 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) The Company has not provided any guarantee or given any security or granted any advances in the nature of loans during the year. The Company has made investment in 4 entities amounting to Rs. 10 million (year-end balance Rs. 3,00,000). Also, the company has provided loans to others during the year as per details given below:

Particulars	Amount in Rs. million
Aggregate amount granted during the year:
- Others	350
Balance outstanding as at balance sheet date:
- Others	357

(b) In our opinion, and according to the information and explanations given to us, the investments made and terms and conditions of the grant of all loans 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*	30th September 2019	2,374 days	The Company has received favorable arbitration order against these entities. Further the Company has filed execution application with Bombay high court for recovery of the amounts.
Konti Infrapower & Multiventures Private Limited	560*
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 2026 in respect 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. Further the Company has filed execution application with Bombay high court for recovery of the amounts.
Interest	206
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/advances in nature of loan that existed as at the beginning of the year.

(f) The Company has not granted any loan or advance 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. 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 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, income-tax, provident fund, employees state insurance fund, 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	Income Tax appellate tribunal Commissioner of Income Tax (Appeals)
		215	105	AY 2015-16
		0*		AY 2022-23
		72	-	AY 2020-21	Assessing Officer
		38	-	AY 2018-19
		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	5	0*	FY 2011-12	The Principal Commissioner & Ex Officio (Revisionary Authority)
				FY 2012-13
Goods and Service Tax Act	Goods and Service Tax	1,278	1,278	FY 2017-18 to 2020-21	Commissioner of Central Tax Appeals, Appeals-lll Mumbai
Goods and Service Tax Act	Goods and Service Tax	462	462	FY 2017-18 to 2020-21	Commissioner of Central Tax Appeals, Appeals-lll Mumbai
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	18	0*	F Y 2017-18 to 2019-20	Appellate Deputy Commissioner (ST), GST, Chennai-ll
Goods and Service Tax Act	Goods and Service Tax	128	6	FY 2018-19 to 2021-22	Assistant Commissioner (ST), Guindy Assessment 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, Hyderabad, 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	2	F Y 2020-21	Commissioner Appeals, Central GST & Central Excise Noida
Goods and Service Tax Act	Goods and Service Tax	48	4	FY 2018-19 to 2019-20	Joint Commissioner, CGST & Central Excise, Kolkata North Commissionerate, West Bengal

*0(Zero) denotes amounts less than a Million

(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 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 and joint venture.

(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 and joint ventures.

(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 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) According to the information and explanations given to us including the representation made to us by the management of the Company, there are no whistle-blower complaints received by the Company during the year.

(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 etc., 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 noncash 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.

(d) 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) According to the information and explanations given to us, the Company does not have any unspent amounts towards Corporate Social Responsibility in respect of any ongoing or other than ongoing project as at the end of the financial year. Accordingly, reporting under clause 3(xx) of the Order is not applicable to the Company.

(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: Mumbai	Membership No.: 504662
Date: 19 May 2026	UDIN: 26504662JFFZRC2296

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 2026, 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 standalone financial statements and such controls were operating effectively as at 31 March 2026, 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: Mumbai	Membership No.: 504662
Date: 19 May 2026	UDIN: 26504662JFFZRC2296