1. We have audited the accompanying standalone financial
statements of Zee Entertainment Enterprises Limited {'the
Company'), which comprise the Standalone Balance Sheet
as at 31 March 2025, the Standalone Statement of Profit and
Loss {including Other Comprehensive Income), the Standalone
Statement of Cash Flow and the Standalone Statement of
Changes in Equity for the year then ended, and notes to the
standalone financial statements, including material accounting
policy information and other explanatory information.
2. In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act,
2013 {'the Act') in the manner so required and give a true and
fair view in conformity with the Indian Accounting Standards
('Ind AS') specified under section 133 of the Act read with the
Companies {Indian Accounting Standards) Rules, 2015 and other
accounting principles generally accepted in India, of the state
of affairs of the Company as at 31 March 2025, and its profit
(including other comprehensive income), its cash flows and the
changes in equity for the year ended on that date.
basis for opinion
3. We conducted our audit in accordance with the Standards
on Auditing specified under section 143(10) of the Act. Our
responsibilities under those standards are further described in
the 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 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.
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Key audit matters
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How our audit addressed the key audit matters
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(i) Uncertainties on ultimate outcome of the ongoing investigation
being conducted by the Securities and Exchange Board of India
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Our audit included, but was not limited to, the following procedures:
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('SEBI') and inspection being conducted by the Ministry of
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• Obtained understanding of management process and controls
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Corporate Affairs under Section 206(5) of the Act
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relating to identification and evaluation of proceedings and
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(Refer note 56 of the standalone financial statements)
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investigations at different levels in the Company;
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The Company, one of the current KMP, and one of its subsidiaries
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• Evaluated the design and tested the operating effectiveness of key
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is involved in the ongoing investigation being conducted by the
Securities and Exchange Board of India {'SEBI') with respect
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controls around above process;
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to certain transactions in earlier years with the vendors of the
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• Obtained and reviewed the various show cause notices, orders,
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Company and one of the subsidiary companies. Pursuant to the
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letters, summons and follow up requests from SEBI and MCA;
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above, SEBI has issued various summons and sought comments/
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• Obtained and evaluated the response, information and documents
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information/explanations from the Company, its subsidiary and
certain directors (including former directors), KMPs who have
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submitted by the Company, its subsidiary, directors and KMPs;
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provided the information as requested.
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• Reviewed the documents {agreements, MOUs, purchase orders,
cancellation letters where applicable, invoices, bank statements,
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The Company had also received a follow-up communication from
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Board approvals and other required approvals) for transactions
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the Ministry of Corporate Affairs {'MCA') for the ongoing inspection
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highlighted in the show cause notice and summons during the year
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under section 206(5) of the Companies Act, 2013 against which the
Company had submitted its response in previous year.
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at Company/subsidiary level;
• Verified the conclusion of the erstwhile auditors and internal
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The Board had constituted an "Independent Investigation
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auditors including Advisory report submitted by SEBI based on
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Committee" {Committee) {IIC) to review the allegations against
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examination carried out in earlier years on the same transactions in
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the Company/ subsidiary which concluded the investigation with
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earlier years;
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no material irregularities and have found the transactions {under
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investigation) to be a part of normal course of business.
Based on the report and recommendation of IIC and approval from
the Board, the Company filed a settlement application with SEBI
against ongoing investigation which has been rejected subsequent
to the balance sheet date.
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• Obtained the report submitted by IIC to the board and noted the
observations and final conclusions;
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Key audit matters
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How our audit addressed the key audit matters
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During the current year, SEBI also passed an order to dispose off the
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• Reviewed and evaluated the legal opinion obtained by the
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proceedings initiated under earlier SCN and has merged the matter
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management on the ongoing regulatory actions against the
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as a part of continuing investigation.
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Company; and
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The management has informed the Board that based on its review
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• Evaluated the adequacy of disclosures given in the standalone
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of records of the Company/ subsidiary, the transactions {including
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financial statements with regard to the regulatory action under the
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refunds) relating to the Company/subsidiary were against
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applicable accounting standards.
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consideration for valid goods and services received.
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The Board of Directors of the Company continues to monitor the
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progress of aforesaid matters.
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The management does not expect any material adverse impact on
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the Company/ Subsidiary with respect to the above and accordingly,
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believes that no adjustments are required to the accompanying
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statement.
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Considering the uncertainty associated with the ultimate outcome
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of the investigation and significance of management judgement
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involved in assessing the future outcome and determining the
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required disclosure, this was considered to be a key audit matter in
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the audit of the standalone financial statements.
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Further, the aforementioned matter as fully explained in Note 56 to
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the standalone financial statements is also considered fundamental
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to the user's understanding of the standalone financial statements.
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(ii) Litigation with Star India Private Limited for the ICC Contract
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Our audit included, but was not limited to, the following procedures:
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(Refer note 37 of the standalone financial statements)
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• Obtained an understanding of the Alliance agreement along with
the conditions mentioned therein and management's compliance
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In March 2024, Star India initiated arbitration against the
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with those conditions;
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Company before London Court of International Arbitration {LCIA),
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seeking either specific performance of the Alliance agreement,
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• Obtained and reviewed the correspondence between the Company
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or alternatively, damages under the said agreement as further
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and Star along with the letters sent through legal counsel and the
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explained in aforesaid note.
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arbitration application filed;
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On 20 June 2024, Star terminated the Alliance Agreement and
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• Obtained and reviewed the Statement of Case filed by Star and
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opted to seek damages through the arbitration proceedings.
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Statement of Defense and counterclaim filed by the Company along
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On 16 September 2024, Star filed the Statement of Case in LCIA
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with all the supporting documents;
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and sought to declare that the Alliance Agreement has been validly
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• Evaluated the response received from the external legal counsel to
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terminated and also filed claim of damages to be determined of the
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ensure that the conclusions reached are supported by sufficient
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date of the Tribunal's award (with such damages quantified, as at 31
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legal rationale;
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August 2024 as proxy date of the award, at USD 940 million) along
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with costs, expenses and applicable interest until full payment.
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• Corroborated conclusions reached by external legal counsel with an
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independent opinion received from Auditor's legal expert; and
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On 23 December 2024, the Company filed its statement of defence
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and categorically refuted all claims and assertions made by Star
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• Evaluated the adequacy of disclosures given in the standalone
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including its claim for damages. Further, the Company has filed a
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financial statements with regard to litigation.
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counterclaim towards the payments to Star aggregating to USD 8
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million plus interest.
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Based on the legal advice, the management believes that the
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Company has strong and valid grounds to defend any claims
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and therefore, no adjustments are required to the accompanying
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standalone financial statements in respect of the above matter.
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Considering the amounts involved are material and the application
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of accounting principles as given under Ind AS 37, Provisions,
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Contingent Liabilities and Contingent Assets {'Ind AS 37'), in order
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to determine the amounts to be recognised as liability or to be
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disclosed as a contingent liability or not, is inherently subjective
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and needs careful evaluation and significant judgement to be
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applied by the management, this matter is considered to be a key
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audit matter for the current period audit.
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Further, the aforementioned matter as fully explained in Note 37 to
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the standalone financial statements is also considered fundamental
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to the user's understanding of the standalone financial statements.
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Key audit matters
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How our audit addressed the key audit matters
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iii) Provisions and contingent liabilities relating to taxation,
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Our audit included, but was not limited to, the following procedures:
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litigations, other claims and settlements, if any
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• Obtained an understanding of the management's process followed
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As at 31 March 2025, the Company was involved in various litigations,
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by the Company for assessment and determination of the amount
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arbitrations and claims with/against various authorities, related
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of provisions and contingent liabilities on various litigations;
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parties and erstwhile related parties of the Company.
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The most significant matters included:
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• Evaluated the design and implementation, and tested operating
effectiveness of key internal controls around the recognition and
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a) Show cause notices/orders received by the Company for Goods
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measurement of provisions and re-assessment of contingent
liabilities;
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and Service tax ('GST') demands aggregating to ' 1,847 million
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(refer note 35 to the accompanying financial statements)
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• Assessed management's conclusions through discussions held with
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b) Demand notice received by the Company for Service Tax
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the inhouse legal counsel and understanding precedents in similar
cases;
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amounting to ' 111 million.
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c) Claims aggregating to ' 5,329 million and provision aggregating
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• Obtained and evaluated the independent confirmations from
the consultants representing the Company before the various
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to ' 2,584 million for settlement of financial commitments and
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authorities including examination of correspondences connected
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claims of receivables provided for/ revenue not recognized
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with the cases;
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from an erstwhile related party. During the year, the Company
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has entered into an assignment agreement for settlement of
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• Obtained settlement agreements/ assignment agreement/
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financial claim amounting to ' 1,480 million with a third party
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litigation orders in respect of certain litigations and assessed the
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for a consideration of ' 220 million and accounted for a gain
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management conclusion on accounting implications, if any, based
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as the Company have fully provided for these claims in earlier
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on such agreements/ orders;
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year. (Refer note 44(d)(ii)A to the accompanying financial
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statements).
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• Obtained independent legal opinion for certain matters such
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d) Arbitration for intercorporate deposits given to related parties
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as GST, financial commitment of an erstwhile related party, LOC
and lease cancellation by Government authority for confirming
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aggregating to ' 1,706 million (Refer note 44(d)(ii)B to the
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the likelihood of the outcome of the said litigations and potential
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accompanying financial statements).
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impact on financial statements;
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e) Arbitration for invocation of guarantee by customer of
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• Evaluated adequacy of provisions created and carried by
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subsidiary of the Company ('Margo') aggregating to ' 809
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management on the litigations;
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million. The Company has recognised such balance as provision
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during the current year based on an unfavorable arbitration
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• 1 nvolved auditors experts in assessing the nature and amount of
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order (Refer note 32 to the accompanying financial statements).
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GST show cause and assessed the technical merits based on the
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f) LOC (Letter of Comfort) issued in earlier years to Yes Bank
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correspondence and assessments from the relevant tax authorities;
and
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(Refer note 38 to the accompanying financial statements)
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g) Dispute with respect to cancellation of lease by government
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• Evaluated the adequacy of disclosures given in the standalone
financial statements, including disclosure of exceptional items,
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authorities for one of the subsidiary companies (Refer note 57
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litigation matters, contingent liabilities and movement in provision
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to the accompanying financial statements)
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created.
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Most of these litigations involved complex issues and certain
matters also form part of matters of enquiry/summons issued
by SEBI to various stakeholders. The Company assisted by their
external legal counsel assesses the need to make provision or
disclose a contingency on a case-to-case basis considering the
underlying facts of each litigation.
As at 31 March 2025, the amounts involved are significant. The
provisions and contingent liabilities are subject to changes in the
outcomes of litigations and claims and the positions taken by the
Company.
Considering the materiality of transactions and significant
judgements involved in establishing whether a liability/provision
should be recognised or disclosed as a contingent liability in the
standalone financial statements, such ongoing litigations are
considered to be a key audit matter in the current year.
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Key audit matters
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How our audit addressed the key audit matters
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(iv) Recoverability of content advances and media content
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Our audit included, but was not limited to the following procedures:
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inventory valuation
(Refer note: 2M, 3G, 3K, 11 and 12 of Standalone financial
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Content advances
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statements)
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• Obtained an understanding of management's process for
authorisation of content advances and its recoverability
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The Company held inventories aggregating ' 64,122 million
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assessment;
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as at 31 March 2025 comprising of raw tapes, media content
(i.e. programmes, film rights, music rights) and under production-
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• Evaluated the design, implementation and tested the operating
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media contents.
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effectiveness of key controls that the Company has in relation to
aforesaid process;
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Further, the Company also pays advances for acquiring content from
production houses out of which ' 2,110 million are outstanding as at
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• Obtained supporting documents for the sample of movie advances
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31 March 2025 (net of provision of ' 329 million). These advances
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paid during the year which includes the MOU/agreement executed
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are paid on the basis of Memorandum of Understanding (MOU) and/
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between the Company and production houses;
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or agreements entered into with the respective production houses.
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• Obtained supporting documents for refund/adjustment/assignment
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The cost incurred on acquisition of inventory is amortised on
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of advances for other content on sample basis;
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straight line basis over the estimated period of use or estimated
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• Obtained direct confirmation from the production houses
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future revenue potential as estimated by the management. The
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confirming the outstanding balances as at the year-end including
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factors that the Company considers in determining the amortisation
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identification of the films against which the advances were given
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policy has been derived basis historical trends and management's
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and the manner of utilisation of the advances by such production
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expectation of revenue earning potential of such media content.
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houses, where considered necessary in our professional judgement;
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During the year, the Company has recorded an amortization
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and
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expense of ' 30,995 million (including accelerated amortisation of
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• Evaluated management's assessment of stage of completion of
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' 3,368 million for net realisable value),
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projects for which the advances were given, and related judgement
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At each reporting period end, management assesses the
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in determining the adequacy of provision for doubtful advances.
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recoverability of (i) content advances which involves significant
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Inventory valuation
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judgment on part of management with regard to status of
completion of the project for which advances are given, and (ii)
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• Obtained an understanding of process followed for identifying
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inventory which involves determining whether there is any objective
evidence indicating that the net realisable value of any item of
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amortisation period of inventory and estimating its net realisable
value;
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inventory is below its carrying value. If so, such inventories are
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• Evaluated the nature, source and reliability of all the information used
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written down to their net realisable value in accordance with the
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by the management for arriving at the estimates for amortisation
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requirements of Ind AS 2, Inventories ('Ind AS 2').
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period and provision for net realisable value of inventories;
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Considering the inherent nature of the industry, particularly on the
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• Discussed with respective business heads in the Company on
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changing viewing patterns of the content and quality of content as
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expectations for performance of content to corroborate the
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identified by end-users, determination of appropriate amortisation
policy and provision for net realisable value involves significant
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forecasts;
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judgement and estimates by the management and accordingly,
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• Evaluated the appropriateness of related accounting policies
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the recoverability of content advances and inventory valuation has
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adopted by the Company in accordance with the requirements of
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been considered as key audit matter for the current period audit.
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Ind AS 2;
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• 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;
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• Obtained understanding of management's assessment of the
parties/ entities and association with whom such contracts has
been entered;
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• Tested mathematical accuracy in respect of amortisation and
provision for doubtful advances and provision for net realisable
value recorded in the books;
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• Evaluated appropriateness of disclosures made in the standalone
financial statements
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Key audit matters
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How our audit addressed the key audit matters
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(v) Recoverability of Investment in Subsidiaries carried at cost,
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Our audit included, but was not limited to, the following procedures:
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valuation of Optionally Convertible Debenture ("OCD") in
subsidiaries carried at FVTPL and impairment assessment of
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• Obtained an understanding of the management's process for
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Goodwill of regional channel and online media
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identification of impairment indicators for recoverability of
investments in subsidiaries, impairment assessment of Goodwill of
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(Refer Note 7, 8 and 13 of Standalone financial statements and
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regional channel and online media business including identification
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note 2Y, 2Niii and 3D to material accounting policy information)
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of CGUs and valuation of OCD issued by subsidiaries;
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- The Company has investments of ' 5,429 million in subsidiaries,
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• Evaluated the design and implementation, and tested the operating
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being carried at cost in accordance with Ind AS 27 "Separate
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effectiveness of internal controls of the Company in relation to the
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Financial Statements" along with investment in Optionally
convertible debentures ("OCD") in subsidiaries amounting to
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aforesaid process;
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' 2,371 million, being carried at fair value through profit and loss
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• Evaluated management's identification of CGUs for the purpose of
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in accordance with Ind AS 109 "Financial Instruments", as at 31
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goodwill impairment testing;
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March 2025.
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• Reconciled the cash flows to the business plans approved by the
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- The Company also has goodwill balance of ' 1,261 million relating
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respective Board of Directors of the subsidiaries;
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to Online Media Business and Regional channel in India.
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• Involved auditor's experts to assess the appropriateness of the
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- The Company assesses the recoverability of investment in
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valuation methodology used for calculation of the recoverable value
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subsidiaries by way of equity and OCDs, when impairment
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of the investment in subsidiaries and goodwill by the management
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indicators exist, by comparing the fair value (less costs of
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and its experts;
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disposal) and carrying amount of that investment as on the
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• Involved auditor's expert to assess the appropriateness of the
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reporting date. Further, the carrying value of goodwill is tested
for impairment on an annual basis as required under Ind AS 36,
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valuation of OCD investment;
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'Impairment of Assets' ('Ind AS 36').
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• Evaluated the competence and objectivity of the management
expert involved;
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Management's process of identification of Cash Generating Unit
(CGU), identification of impairment indicatiors and estimate of the
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• Evaluated and challenged management's assumptions such as
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recoverable values of the investments and goodwill determined
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implied growth rates during explicit period, terminal growth rate,
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through discounted cash flow and market multiple method requires
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revenue multiples of comparable companies and discount rate for
|
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significant judgment in carrying out the impairment assessment.
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their appropriateness based on our understanding of the business
of the respective investee companies and CGUs, past results and
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The estimated future cash flows are based on, key assumptions
such as growth rates, discount rates, and revenue multiples of
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external factors such as industry trends and forecasts;
|
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comparable companies, estimated future operating, capital
|
• Performed independent sensitivity analysis of aforesaid key
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expenditure. Changes to these assumptions could lead to material
|
assumptions to assess the effect of reasonably possible variations
|
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changes in estimated recoverable amounts, resulting in either
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on the current estimated recoverable amount for each of the
|
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impairment or reversals of impairment taken in prior years.
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identified investments and for respective CGUs to evaluate
sufficiency of headroom available between recoverable value and
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Considering the materiality and the inherent subjectivity involved
in management's judgments and estimates, recoverability of
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carrying amount;
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investments in subsidiaries, valuation of OCDs in subsidiaries and
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• Tested the mathematical accuracy of the management
|
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impairment assessment of Goodwill has been considered to be a
|
computations regarding cash flows and sensitivity analysis; and
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key audit matter for the current period audit.
|
• Evaluated the adequacy of disclosures given in the standalone
financial statements, including disclosure of significant assumptions,
judgements, sensitivity analysis performed, in accordance with
applicable accounting standards.
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information other than the standalone 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 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 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 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 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 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
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 standalone 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 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:
• I dentify 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 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 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 auditor's
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 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.
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 (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.
(edit log) facility and the same have been operated
throughout the year for all relevant transactions
recorded in the software. Further, during the course
of our audit, we did not come across any instance
of audit trail feature being tampered with, where
such feature was enabled. Furthermore, other than
the exception given below, the audit trail has been
preserved by the Company as per the statutory
requirements for record retention from the date
audit trail was enabled:
i. The audit trail feature was not enabled at
the database level up to 16 October 2024 for
accounting software used for maintenance of
17. Further to our comments in Annexure I, as required by section
143(3) of the Act based on our audit, we report, to the extent
applicable, that:
a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit of the
accompanying standalone financial statements;
b) Except for the matters stated in paragraph 17(i)(vi) below
on reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended), in our opinion, proper
books of account as required by law have been kept by
the Company so far as it appears from our examination of
those books;
c) The standalone financial statements dealt with by this
report are in agreement with the books of account;
d) In our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under section 133
of the Act;
e) The matters described in paragraph 5(i) and 5(ii) under the
Key Audit Matter (also Emphasis of Matter), in our opinion,
may have an adverse effect on the functioning of the
Company;
f) On the basis of the written representations received from
the directors and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2025
from being appointed as a director in terms of section
164(2) of the Act;
g) The qualification relating to the maintenance of accounts
and other matters connected therewith are as stated in
paragraph 17(b) above on reporting under section 143(3)
(b) of the Act and paragraph 17(i)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended);
h) With respect to the adequacy of the internal financial
controls with reference to financial statements of
the Company as on 31 March 2025 and the operating
effectiveness of such controls, refer to our separate report
in Annexure II wherein we have expressed an unmodified
opinion; and
i) With respect to the other matters to be included in
the 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 35, 37, 44D(ii), 55,
56 and 57, to the standalone financial statements,
has disclosed the impact of pending litigations on its
financial position as at 31 March 2025;
ii. the Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses as at 31 March 2025.
iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor Education
and Protection Fund by the Company during the year
ended 31 March 2025;
iv. a. The management has represented that, to the
best of its knowledge and belief, , as disclosed
in note 48a to the standalone financial
statements, no funds have been advanced
or loaned or invested (either from borrowed
funds or securities premium or any other
sources or kind of funds) by the Company to
or in any person(s) or entity(ies), including
foreign entities ('the intermediaries'), with the
understanding, whether recorded in writing or
otherwise, that the intermediary shall, whether,
directly or indirectly lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Company
('the Ultimate Beneficiaries') or provide any
guarantee, security or the like on behalf the
Ultimate Beneficiaries;
b. The management has represented that, to the
best of its knowledge and belief, as disclosed
in note 48b to the standalone financial
statements, no funds have been received by
the Company from any person(s) or entity(ies),
including foreign entities ('the Funding Parties'),
with the understanding, whether recorded
in writing or otherwise, that the Company
shall, whether directly or indirectly, lend or
invest in other persons or entities identified
in any manner whatsoever by or on behalf of
the Funding Party ('Ultimate Beneficiaries') or
provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries; and
c. Based on such audit procedures performed
as considered reasonable and appropriate
in the circumstances, nothing has come to
our notice that has caused us to believe that
the management representations under sub¬
clauses (a) and (b) above contain any material
misstatement.
v. The final dividend paid by the Company during the
year ended 31 March 2025 in respect of such dividend
declared for the previous year is in accordance with
section 123 of the Act to the extent it applies to
payment of dividend.
As stated in note 45 to the accompanying standalone
financial statements, the Board of Directors of the
Company have proposed final dividend for the year
ended 31 March 2025 which is subject to the approval
of the members at the ensuing Annual General
Meeting. The dividend declared is in accordance
with section 123 of the Act to the extent it applies to
declaration of dividend.
vi. As stated in Note 58 to the standalone financial
statements and based on our examination which
included test checks, except for the instance
mentioned below, the Company, in respect of
financial year commencing on 1 April 2024, has used
accounting software for maintenance of revenue,
digital subscription, payroll and other accounting
records, which have a feature of recording audit trail
digital subscription records and the audit trail
logs available are retained only for seven days
for the said software at the database level.
For Walker Ohandiok & Co LLP
Chartered Accountants
Firm's Registration No.: 001076N/N500013
Ashish Gupta
Partner
Place: New Delhi Membership No.: 504662
Date: 08 May 2025 UDIN: 25504662BMOOEO6480
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