1. We have audited the accompanying standalone financialstatements of Zee Entertainment Enterprises Limited {'theCompany'), which comprise the Standalone Balance Sheetas at 31 March 2025, the Standalone Statement of Profit andLoss {including Other Comprehensive Income), the StandaloneStatement of Cash Flow and the Standalone Statement ofChanges in Equity for the year then ended, and notes to thestandalone financial statements, including material accountingpolicy information and other explanatory information.
2. In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid standalone financialstatements give the information required by the Companies Act,2013 {'the Act') in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards('Ind AS') specified under section 133 of the Act read with theCompanies {Indian Accounting Standards) Rules, 2015 and otheraccounting principles generally accepted in India, of the stateof affairs of the Company as at 31 March 2025, and its profit(including other comprehensive income), its cash flows and thechanges in equity for the year ended on that date.
3. We conducted our audit in accordance with the Standardson Auditing specified under section 143(10) of the Act. Ourresponsibilities under those standards are further described inthe Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independentof the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India {'ICAI') togetherwith the ethical requirements that are relevant to our audit ofthe standalone financial statements under the provisions of theAct and the rules thereunder, and we have fulfilled our otherethical responsibilities in accordance with these requirementsand the Code of Ethics. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis forour opinion.
4. Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of the standalonefinancial statements of the current period. These matters wereaddressed in the context of our audit of the standalone financialstatements as a whole, and in forming our opinion thereon, andwe do not provide a separate opinion on these matters.
5. We have determined the matters described below to be the keyaudit 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 investigationbeing conducted by the Securities and Exchange Board of India
Our audit included, but was not limited to, the following procedures:
('SEBI') and inspection being conducted by the Ministry of
• Obtained understanding of management process and controls
Corporate Affairs under Section 206(5) of the Act
relating to identification and evaluation of proceedings and
(Refer note 56 of the standalone financial statements)
investigations at different levels in the Company;
The Company, one of the current KMP, and one of its subsidiaries
• Evaluated the design and tested the operating effectiveness of key
is involved in the ongoing investigation being conducted by theSecurities and Exchange Board of India {'SEBI') with respect
controls around above process;
to certain transactions in earlier years with the vendors of the
• Obtained and reviewed the various show cause notices, orders,
Company and one of the subsidiary companies. Pursuant to the
letters, summons and follow up requests from SEBI and MCA;
above, SEBI has issued various summons and sought comments/
• Obtained and evaluated the response, information and documents
information/explanations from the Company, its subsidiary andcertain directors (including former directors), KMPs who have
submitted by the Company, its subsidiary, directors and KMPs;
provided the information as requested.
• Reviewed the documents {agreements, MOUs, purchase orders,cancellation letters where applicable, invoices, bank statements,
The Company had also received a follow-up communication from
Board approvals and other required approvals) for transactions
the Ministry of Corporate Affairs {'MCA') for the ongoing inspection
highlighted in the show cause notice and summons during the year
under section 206(5) of the Companies Act, 2013 against which theCompany had submitted its response in previous year.
at Company/subsidiary level;
• Verified the conclusion of the erstwhile auditors and internal
The Board had constituted an "Independent Investigation
auditors including Advisory report submitted by SEBI based on
Committee" {Committee) {IIC) to review the allegations against
examination carried out in earlier years on the same transactions in
the Company/ subsidiary which concluded the investigation with
earlier years;
no material irregularities and have found the transactions {under
investigation) to be a part of normal course of business.
Based on the report and recommendation of IIC and approval fromthe Board, the Company filed a settlement application with SEBIagainst ongoing investigation which has been rejected subsequentto the balance sheet date.
• Obtained the report submitted by IIC to the board and noted theobservations and final conclusions;
During the current year, SEBI also passed an order to dispose off the
• Reviewed and evaluated the legal opinion obtained by the
proceedings initiated under earlier SCN and has merged the matter
management on the ongoing regulatory actions against the
as a part of continuing investigation.
Company; and
The management has informed the Board that based on its review
• Evaluated the adequacy of disclosures given in the standalone
of records of the Company/ subsidiary, the transactions {including
financial statements with regard to the regulatory action under the
refunds) relating to the Company/subsidiary were against
applicable accounting standards.
consideration for valid goods and services received.
The Board of Directors of the Company continues to monitor the
progress of aforesaid matters.
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.
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 user's understanding of the standalone financial statements.
(ii) Litigation with Star India Private Limited for the ICC Contract
(Refer note 37 of the standalone financial statements)
• Obtained an understanding of the Alliance agreement along withthe conditions mentioned therein and management's compliance
In March 2024, Star India initiated arbitration against the
with those conditions;
Company before London Court of International Arbitration {LCIA),
seeking either specific performance of the Alliance agreement,
• Obtained and reviewed the correspondence between the Company
or alternatively, damages under the said agreement as further
and Star along with the letters sent through legal counsel and the
explained in aforesaid note.
arbitration application filed;
On 20 June 2024, Star terminated the Alliance Agreement and
• Obtained and reviewed the Statement of Case filed by Star and
opted to seek damages through the arbitration proceedings.
Statement of Defense and counterclaim filed by the Company along
On 16 September 2024, Star filed the Statement of Case in LCIA
with all the supporting documents;
and sought to declare that the Alliance Agreement has been validly
• Evaluated the response received from the external legal counsel to
terminated and also filed claim of damages to be determined of the
ensure that the conclusions reached are supported by sufficient
date of the Tribunal's award (with such damages quantified, as at 31
legal rationale;
August 2024 as proxy date of the award, at USD 940 million) along
with costs, expenses and applicable interest until full payment.
• Corroborated conclusions reached by external legal counsel with an
independent opinion received from Auditor's 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
financial statements with regard to litigation.
counterclaim towards the payments to Star aggregating to USD 8
million plus interest.
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
iii) Provisions and contingent liabilities relating to taxation,
litigations, other claims and settlements, if any
• Obtained an understanding of the management's process followed
As at 31 March 2025, the Company was involved in various litigations,
by the Company for assessment and determination of the amount
arbitrations and claims with/against various authorities, related
of provisions and contingent liabilities on various litigations;
parties and erstwhile related parties of the Company.
The most significant matters included:
• Evaluated the design and implementation, and tested operatingeffectiveness of key internal controls around the recognition and
a) Show cause notices/orders received by the Company for Goods
measurement of provisions and re-assessment of contingentliabilities;
and Service tax ('GST') demands aggregating to ' 1,847 million
(refer note 35 to the accompanying financial statements)
• Assessed management's conclusions through discussions held with
b) Demand notice received by the Company for Service Tax
the inhouse legal counsel and understanding precedents in similarcases;
amounting to ' 111 million.
c) Claims aggregating to ' 5,329 million and provision aggregating
• Obtained and evaluated the independent confirmations fromthe consultants representing the Company before the various
to ' 2,584 million for settlement of financial commitments and
authorities including examination of correspondences connected
claims of receivables provided for/ revenue not recognized
with the cases;
from an erstwhile related party. During the year, the Company
has entered into an assignment agreement for settlement of
• Obtained settlement agreements/ assignment agreement/
financial claim amounting to ' 1,480 million with a third party
litigation orders in respect of certain litigations and assessed the
for a consideration of ' 220 million and accounted for a gain
management conclusion on accounting implications, if any, based
as the Company have fully provided for these claims in earlier
on such agreements/ orders;
year. (Refer note 44(d)(ii)A to the accompanying financial
statements).
• Obtained independent legal opinion for certain matters such
d) Arbitration for intercorporate deposits given to related parties
as GST, financial commitment of an erstwhile related party, LOCand lease cancellation by Government authority for confirming
aggregating to ' 1,706 million (Refer note 44(d)(ii)B to the
the likelihood of the outcome of the said litigations and potential
accompanying financial statements).
impact on financial statements;
e) Arbitration for invocation of guarantee by customer of
• Evaluated adequacy of provisions created and carried by
subsidiary of the Company ('Margo') aggregating to ' 809
management on the litigations;
million. The Company has recognised such balance as provision
during the current year based on an unfavorable arbitration
• 1 nvolved auditors experts in assessing the nature and amount of
order (Refer note 32 to the accompanying financial statements).
GST show cause and assessed the technical merits based on the
f) LOC (Letter of Comfort) issued in earlier years to Yes Bank
correspondence and assessments from the relevant tax authorities;and
(Refer note 38 to the accompanying financial statements)
g) Dispute with respect to cancellation of lease by government
• Evaluated the adequacy of disclosures given in the standalonefinancial statements, including disclosure of exceptional items,
authorities for one of the subsidiary companies (Refer note 57
litigation matters, contingent liabilities and movement in provision
to the accompanying financial statements)
created.
Most of these litigations involved complex issues and certainmatters also form part of matters of enquiry/summons issuedby SEBI to various stakeholders. The Company assisted by theirexternal legal counsel assesses the need to make provision ordisclose a contingency on a case-to-case basis considering theunderlying facts of each litigation.
As at 31 March 2025, the amounts involved are significant. Theprovisions and contingent liabilities are subject to changes in theoutcomes of litigations and claims and the positions taken by theCompany.
Considering the materiality of transactions and significantjudgements involved in establishing whether a liability/provisionshould be recognised or disclosed as a contingent liability in thestandalone financial statements, such ongoing litigations areconsidered to be a key audit matter in the current year.
(iv) Recoverability of content advances and media content
Our audit included, but was not limited to the following procedures:
inventory valuation
(Refer note: 2M, 3G, 3K, 11 and 12 of Standalone financial
Content advances
statements)
• Obtained an understanding of management's process forauthorisation of content advances and its recoverability
The Company held inventories aggregating ' 64,122 million
assessment;
as at 31 March 2025 comprising of raw tapes, media content(i.e. programmes, film rights, music rights) and under production-
• Evaluated the design, implementation and tested the operating
media contents.
effectiveness of key controls that the Company has in relation toaforesaid process;
Further, the Company also pays advances for acquiring content fromproduction houses out of which ' 2,110 million are outstanding as at
• Obtained supporting documents for the sample of movie advances
31 March 2025 (net of provision of ' 329 million). These advances
paid during the year which includes the MOU/agreement executed
are paid on the basis of Memorandum of Understanding (MOU) and/
between the Company and production houses;
or agreements entered into with the respective production houses.
• Obtained supporting documents for refund/adjustment/assignment
The cost incurred on acquisition of inventory is amortised on
of advances for other content on sample basis;
straight line basis over the estimated period of use or estimated
• Obtained direct confirmation from the production houses
future revenue potential as estimated by the management. The
confirming the outstanding balances as at the year-end including
factors that the Company considers in determining the amortisation
identification of the films against which the advances were given
policy has been derived basis historical trends and management's
and the manner of utilisation of the advances by such production
expectation of revenue earning potential of such media content.
houses, where considered necessary in our professional judgement;
During the year, the Company has recorded an amortization
and
expense of ' 30,995 million (including accelerated amortisation of
• Evaluated management's assessment of stage of completion of
' 3,368 million for net realisable value),
projects for which the advances were given, and related judgement
At each reporting period end, management assesses the
in determining the adequacy of provision for doubtful advances.
recoverability of (i) content advances which involves significant
Inventory valuation
judgment on part of management with regard to status ofcompletion of the project for which advances are given, and (ii)
• Obtained an understanding of process followed for identifying
inventory which involves determining whether there is any objectiveevidence indicating that the net realisable value of any item of
amortisation period of inventory and estimating its net realisablevalue;
inventory is below its carrying value. If so, such inventories are
• Evaluated the nature, source and reliability of all the information used
written down to their net realisable value in accordance with the
by the management for arriving at the estimates for amortisation
requirements of Ind AS 2, Inventories ('Ind AS 2').
period and provision for net realisable value of inventories;
Considering the inherent nature of the industry, particularly on the
• Discussed with respective business heads in the Company on
changing viewing patterns of the content and quality of content as
expectations for performance of content to corroborate the
identified by end-users, determination of appropriate amortisationpolicy and provision for net realisable value involves significant
forecasts;
judgement and estimates by the management and accordingly,
• Evaluated the appropriateness of related accounting policies
the recoverability of content advances and inventory valuation has
adopted by the Company in accordance with the requirements of
been considered as key audit matter for the current period audit.
Ind AS 2;
• Assessed the projected sale estimates made by the managementin respect of balance inventory of aforesaid specific media contentthat is expected to be sold in the near future, for its appropriatenessbasis past trends and market conditions;
• Obtained understanding of management's assessment of theparties/ entities and association with whom such contracts hasbeen entered;
• Tested mathematical accuracy in respect of amortisation andprovision for doubtful advances and provision for net realisablevalue recorded in the books;
• Evaluated appropriateness of disclosures made in the standalonefinancial statements
(v) Recoverability of Investment in Subsidiaries carried at cost,
valuation of Optionally Convertible Debenture ("OCD") insubsidiaries carried at FVTPL and impairment assessment of
• Obtained an understanding of the management's process for
Goodwill of regional channel and online media
identification of impairment indicators for recoverability ofinvestments in subsidiaries, impairment assessment of Goodwill of
(Refer Note 7, 8 and 13 of Standalone financial statements and
regional channel and online media business including identification
note 2Y, 2Niii and 3D to material accounting policy information)
of CGUs and valuation of OCD issued by subsidiaries;
- The Company has investments of ' 5,429 million in subsidiaries,
• Evaluated the design and implementation, and tested the operating
being carried at cost in accordance with Ind AS 27 "Separate
effectiveness of internal controls of the Company in relation to the
Financial Statements" along with investment in Optionallyconvertible debentures ("OCD") in subsidiaries amounting to
aforesaid process;
' 2,371 million, being carried at fair value through profit and loss
• Evaluated management's identification of CGUs for the purpose of
in accordance with Ind AS 109 "Financial Instruments", as at 31
goodwill impairment testing;
March 2025.
• Reconciled the cash flows to the business plans approved by the
- The Company also has goodwill balance of ' 1,261 million relating
respective Board of Directors of the subsidiaries;
to Online Media Business and Regional channel in India.
• Involved auditor's experts to assess the appropriateness of the
- The Company assesses the recoverability of investment in
valuation methodology used for calculation of the recoverable value
subsidiaries by way of equity and OCDs, when impairment
of the investment in subsidiaries and goodwill by the management
indicators exist, by comparing the fair value (less costs of
and its experts;
disposal) and carrying amount of that investment as on the
• Involved auditor's expert to assess the appropriateness of the
reporting date. Further, the carrying value of goodwill is testedfor impairment on an annual basis as required under Ind AS 36,
valuation of OCD investment;
'Impairment of Assets' ('Ind AS 36').
• Evaluated the competence and objectivity of the managementexpert involved;
Management's process of identification of Cash Generating Unit(CGU), identification of impairment indicatiors and estimate of the
• Evaluated and challenged management's assumptions such as
recoverable values of the investments and goodwill determined
implied growth rates during explicit period, terminal growth rate,
through discounted cash flow and market multiple method requires
revenue multiples of comparable companies and discount rate for
significant judgment in carrying out the impairment assessment.
their appropriateness based on our understanding of the businessof the respective investee companies and CGUs, past results and
The estimated future cash flows are based on, key assumptionssuch as growth rates, discount rates, and revenue multiples of
external factors such as industry trends and forecasts;
comparable companies, estimated future operating, capital
• Performed independent sensitivity analysis of aforesaid key
expenditure. Changes to these assumptions could lead to material
assumptions to assess the effect of reasonably possible variations
changes in estimated recoverable amounts, resulting in either
on the current estimated recoverable amount for each of the
impairment or reversals of impairment taken in prior years.
identified investments and for respective CGUs to evaluatesufficiency of headroom available between recoverable value and
Considering the materiality and the inherent subjectivity involvedin management's judgments and estimates, recoverability of
carrying amount;
investments in subsidiaries, valuation of OCDs in subsidiaries and
• Tested the mathematical accuracy of the management
impairment assessment of Goodwill has been considered to be a
computations regarding cash flows and sensitivity analysis; and
key audit matter for the current period audit.
• Evaluated the adequacy of disclosures given in the standalonefinancial statements, including disclosure of significant assumptions,judgements, sensitivity analysis performed, in accordance withapplicable accounting standards.
6. The Company's Board of Directors are responsible for the otherinformation. The other information comprises the informationincluded in the Annual Report, but does not include thestandalone financial statements and our auditor's report thereon.The Annual Report is expected to be made available to us afterthe date of this auditor's report.
Our opinion on the standalone financial statements does notcover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the other informationand, in doing so, consider whether the other information ismaterially inconsistent with the standalone financial statementsor our knowledge obtained in the audit or otherwise appears tobe materially misstated.
When we read the Annual Report, if we conclude that there is amaterial misstatement therein, we are required to communicatethe matter to those charged with governance.
7. The accompanying standalone financial statements have beenapproved by the Company's Board of Directors. The Company'sBoard of Directors are responsible for the matters stated insection 134(5) of the Act with respect to the preparation andpresentation of these standalone financial statements that give atrue and fair view of the financial position, financial performanceincluding other comprehensive income, changes in equity andcash flows of the Company in accordance with the Ind ASspecified under section 133 of the Act and other accountingprinciples generally accepted in India. This responsibility alsoincludes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates thatare reasonable and prudent; and design, implementationand maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracyand completeness of the accounting records, relevant to thepreparation and presentation of the financial statements thatgive 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 ofDirectors is responsible for assessing the Company's ability tocontinue as a going concern, disclosing, as applicable, mattersrelated to going concern and using the going concern basisof accounting unless the Board of Directors either intends toliquidate the Company or to cease operations, or has no realisticalternative but to do so.
9. The Board of Directors is also responsible for overseeing theCompany's financial reporting process.
10. Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a whole are freefrom material misstatement, whether due to fraud or error, andto issue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance, but is not a guarantee thatan audit conducted in accordance with Standards on Auditingwill always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonablybe expected to influence the economic decisions of users takenon 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 exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
• I dentify and assess the risks of material misstatement ofthe standalone financial statements, whether due to fraudor error, design and perform audit procedures responsiveto those risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. Therisk of not detecting a material misstatement resultingfrom fraud is higher than for one resulting from error, asfraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control;
• Obtain an understanding of internal control relevant tothe audit in order to design audit procedures that areappropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible for expressing ouropinion on whether the Company has adequate internalfinancial controls with reference to financial statements inplace and the operating effectiveness of such controls;
• Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates andrelated disclosures made by management;
• Conclude on the appropriateness of Board of Directors'use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a materialuncertainty exists related to events or conditions thatmay cast significant doubt on the Company's ability tocontinue as a going concern. If we conclude that a materialuncertainty exists, we are required to draw attention in ourauditor's report to the related disclosures in the standalonefinancial statements or, if such disclosures are inadequate,to modify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor'sreport. However, future events or conditions may cause theCompany to cease to continue as a going concern; and
• Evaluate the overall presentation, structure and contentof the standalone financial statements, including thedisclosures, and whether the standalone financialstatements represent the underlying transactions andevents 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 theaudit and significant audit findings, including any significantdeficiencies in internal control that we identify during our audit.
13. We also provide those charged with governance with a statementthat we have complied with relevant ethical requirementsregarding independence, and to communicate with them allrelationships and other matters that may reasonably be thoughtto bear on our independence, and where applicable, relatedsafeguards.
14. From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters.We describe these matters in our auditor's report unless law orregulation precludes public disclosure about the matter or when,in extremely rare circumstances, we determine that a mattershould not be communicated in our report because the adverseconsequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
15. As required by section 197(16) of the Act, based on our audit, wereport that the Company has paid remuneration to its directorsduring the year in accordance with the provisions of and limitslaid down under section 197 read with Schedule V to the Act.
16. As required by the Companies (Auditor's Report) Order, 2020('the Order') issued by the Central Government of India in termsof section 143(11) of the Act we give in the Annexure I a statementon the matters specified in paragraphs 3 and 4 of the Order, tothe extent applicable.
(edit log) facility and the same have been operatedthroughout the year for all relevant transactionsrecorded in the software. Further, during the courseof our audit, we did not come across any instanceof audit trail feature being tampered with, wheresuch feature was enabled. Furthermore, other thanthe exception given below, the audit trail has beenpreserved by the Company as per the statutoryrequirements for record retention from the dateaudit trail was enabled:
i. The audit trail feature was not enabled atthe database level up to 16 October 2024 foraccounting software used for maintenance of
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 andexplanations which to the best of our knowledge andbelief were necessary for the purpose of our audit of theaccompanying standalone financial statements;
b) Except for the matters stated in paragraph 17(i)(vi) belowon reporting under Rule 11(g) of the Companies (Audit andAuditors) Rules, 2014 (as amended), in our opinion, properbooks of account as required by law have been kept bythe Company so far as it appears from our examination ofthose books;
c) The standalone financial statements dealt with by thisreport are in agreement with the books of account;
d) In our opinion, the aforesaid standalone financialstatements comply with Ind AS specified under section 133of the Act;
e) The matters described in paragraph 5(i) and 5(ii) under theKey Audit Matter (also Emphasis of Matter), in our opinion,may have an adverse effect on the functioning of theCompany;
f) On the basis of the written representations received fromthe directors and taken on record by the Board of Directors,none of the directors is disqualified as on 31 March 2025from being appointed as a director in terms of section164(2) of the Act;
g) The qualification relating to the maintenance of accountsand other matters connected therewith are as stated inparagraph 17(b) above on reporting under section 143(3)(b) of the Act and paragraph 17(i)(vi) below on reportingunder Rule 11(g) of the Companies (Audit and Auditors)Rules, 2014 (as amended);
h) With respect to the adequacy of the internal financialcontrols with reference to financial statements ofthe Company as on 31 March 2025 and the operatingeffectiveness of such controls, refer to our separate reportin Annexure II wherein we have expressed an unmodifiedopinion; and
i) With respect to the other matters to be included inthe Auditor's Report in accordance with rule 11 of theCompanies (Audit and Auditors) Rules, 2014 (as amended),in our opinion and to the best of our information andaccording 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 itsfinancial position as at 31 March 2025;
ii. the Company did not have any long-term contractsincluding derivative contracts for which there wereany material foreseeable losses as at 31 March 2025.
iii. There has been no delay in transferring amounts,required to be transferred, to the Investor Educationand Protection Fund by the Company during the yearended 31 March 2025;
iv. a. The management has represented that, to the
best of its knowledge and belief, , as disclosedin note 48a to the standalone financialstatements, no funds have been advancedor loaned or invested (either from borrowedfunds or securities premium or any othersources or kind of funds) by the Company toor in any person(s) or entity(ies), includingforeign entities ('the intermediaries'), with theunderstanding, whether recorded in writing orotherwise, that the intermediary shall, whether,directly or indirectly lend or invest in otherpersons or entities identified in any mannerwhatsoever by or on behalf of the Company('the Ultimate Beneficiaries') or provide anyguarantee, security or the like on behalf theUltimate Beneficiaries;
b. The management has represented that, to thebest of its knowledge and belief, as disclosedin note 48b to the standalone financialstatements, no funds have been received bythe Company from any person(s) or entity(ies),including foreign entities ('the Funding Parties'),with the understanding, whether recordedin writing or otherwise, that the Companyshall, whether directly or indirectly, lend orinvest in other persons or entities identifiedin any manner whatsoever by or on behalf ofthe Funding Party ('Ultimate Beneficiaries') orprovide any guarantee, security or the like onbehalf of the Ultimate Beneficiaries; and
c. Based on such audit procedures performedas considered reasonable and appropriatein the circumstances, nothing has come toour notice that has caused us to believe thatthe management representations under sub¬clauses (a) and (b) above contain any materialmisstatement.
v. The final dividend paid by the Company during theyear ended 31 March 2025 in respect of such dividenddeclared for the previous year is in accordance withsection 123 of the Act to the extent it applies topayment of dividend.
As stated in note 45 to the accompanying standalonefinancial statements, the Board of Directors of theCompany have proposed final dividend for the yearended 31 March 2025 which is subject to the approvalof the members at the ensuing Annual GeneralMeeting. The dividend declared is in accordancewith section 123 of the Act to the extent it applies todeclaration of dividend.
vi. As stated in Note 58 to the standalone financialstatements and based on our examination whichincluded test checks, except for the instancementioned below, the Company, in respect offinancial year commencing on 1 April 2024, has usedaccounting software for maintenance of revenue,digital subscription, payroll and other accountingrecords, which have a feature of recording audit trail
digital subscription records and the audit traillogs available are retained only for seven daysfor the said software at the database level.
Chartered AccountantsFirm's Registration No.: 001076N/N500013
Partner
Place: New Delhi Membership No.: 504662
Date: 08 May 2025 UDIN: 25504662BMOOEO6480