Independent Auditor’s Report

To the Members of

Zee Entertainment Enterprises Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

OPINION

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

2. I n our opinion and to the best of our information and according to
the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act, 2013
(‘the Act’) in the manner so required and give a true and fair view in
conformity with the Indian Accounting Standards (‘Ind AS’) specified
under Section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015 and other accounting principles
generally accepted in India, of the state of affairs of the Company
as at 31^st March 2023, and its profit (including other comprehensive
income), its cash flows and the changes in equity for the year ended
on that date.

BASIS FOR OPINION

3. 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 Auditor’s Responsibilities
for the Audit of the Standalone Financial Statements section of our
report. We are independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered Accountants of
India (‘ICAI’) together with the ethical requirements that are relevant
to our audit of the financial statements under the provisions of the
Act and the rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code
of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

4. Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the standalone
financial statements of the current period. These matters were
addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.

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

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS
AND AUDITOR’S REPORT THEREON

6. The Company’s 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 auditor’s report thereon. The Annual
Report is expected to be made available to us after the date of this
auditor’s report.

Our opinion on the standalone financial statements does not cover
the other information and we will not express any form of assurance
conclusion thereon.

In connection with our audit of the standalone financial statements,
our responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the standalone
financial statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated.

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

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED
WITH GOVERNANCE FOR THE STANDALONE FINANCIAL
STATEMENTS

7. The accompanying standalone financial statements have been
approved by the Company’s Board of Directors. The Company’s
Board of Directors are responsible for the matters stated in Section
134(5) of the Act with respect to the preparation and presentation
of these standalone financial statements that give a true and fair
view of the financial position, financial performance including other
comprehensive income, changes in equity and cash flows of the
Company in accordance with the Ind AS specified under Section
133 of the Act and other accounting principles generally accepted
in India. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgements and estimates
that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of
the accounting records, 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. I n preparing the financial statements, the Board of Directors are
responsible for assessing the Company’s 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 intend to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

9. Those Board of Directors are also responsible for overseeing the
Company’s financial reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE
STANDALONE FINANCIAL STATEMENTS

10. Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level
of assurance but is not a guarantee that an audit conducted in
accordance with Standards on Auditing will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.

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

• Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the
circumstances. Under Section 143(3)(i) of the Act we are also
responsible for expressing our opinion on whether the Company
has adequate internal financial controls with reference to financial
statements in place and the operating effectiveness of such
controls;

• Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures
made by management;

• Conclude on the appropriateness of Board of Directors’ use
of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures
in the financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to cease to
continue as a going concern;

• Evaluate the overall presentation, structure and content of the
financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and
events in a manner that achieves fair presentation;

12. We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and

significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.

13. We also provide those charged with governance with a statement
that we have complied with relevant ethical 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 financial statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor’s
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.

OTHER MATTER

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

16. 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.

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

18. Further to our comments in Annexure I, as 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) I n 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) I n our opinion, the aforesaid standalone financial statements
comply with Ind AS specified under Section 133 of the Act;

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

of the directors is disqualified as on 31^st March 2023 from being
appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls
with reference to financial statements of the Company as
on 31^st March 2023 and the operating effectiveness of such
controls, refer to our separate Report in Annexure II wherein
we have expressed an unmodified opinion; and

g) With respect to the other matters to be included in the Auditor’s
Report in accordance with rule 11 of the Companies (Audit and
Auditors) Rules, 2014 (as amended), in our opinion and to the
best of our information and according to the explanations given
to us:

i. the Company, as detailed in note 34, 43(d)(ii) and 56 to
the standalone financial statements, has disclosed the
impact of pending litigations on its financial position as
at 31^st March 2023;

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

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

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

its knowledge and belief, as disclosed in note 48(a) to
the standalone financial statements, no funds have been
advanced or loaned or invested (either from borrowed
funds or securities premium or any other sources or
kind of funds) by the Company to or in any person(s) or
entity(ies), including foreign entities (‘the intermediaries’),
with the understanding, whether recorded in writing or
otherwise, that the intermediary shall, whether, directly
or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of
the Company (‘the Ultimate Beneficiaries’) or provide
any guarantee, security or the like on behalf the Ultimate
Beneficiaries;

b. The management has represented that, to the best of
its knowledge and belief, as disclosed in note 48(b) to
the standalone financial statements, no funds have been
received by the Company from any person(s) 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

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

For Walker Chandiok & Co LLP

Chartered Accountants
Firm’s Registration No.: 001076N/N500013

Gautam Wadhera

Partner

Place: Mumbai Membership No.: 508835

Date: 25^th May 2023 UDIN: 23508835BGXHXY7656