We have audited the accompanying standalone financial
statements of Zee Media Corporation Limited ( the
Company'), which comprise the balance sheet as at 31
March 2025, the statement of profit and loss (including
other comprehensive income), the statement of changes
in equity, the statement of cash flows for the year then
ended, and notes to the standalone financial statements
including a summary of material accounting policies and
other explanatory information (herein-after referred to
as "standalone financial statements”).
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 accounting principles generally
accepted in India, including the Indian Accounting
Standards (Ind AS) prescribed under Section 133 of
the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended, of the state of
affairs of the Company as at 31 March 2025, and its loss
(including other comprehensive income), changes in
equity and its cash flows for the year ended on that date.
2. Basis for opinion
We conducted our audit of the standalone financial
statements in accordance with the Standards on
Auditing (SAs) prescribed 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 ICAI's Code of Ethics.
We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our
opinion on the standalone financial statements.
3. Material uncertainty related to going concern
As stated in note 50 of the standalone financial
statements, the Company has incurred a loss of
' 1,003.46 million for the year ended 31 March 2025
and the Company's working capital stands negative
as at that date. These conditions, along with other
matters as set forth in the said note indicate existence
of material uncertainty which may cast significant doubt
on the Company's ability to continue as a going concern.
However, considering the Board of Director's approved
business plan for the next financial year, capital infusion
measures, cost rationalization measures along with
other measures taken by the Company as stated in the
said note, these standalone financial statements have
been prepared on going concern basis.
Our opinion is not modified in respect of the above matter.
. Key audit matters
Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the standalone financial statements for the year
ended 31 March 2025. 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. In addition to the matter described in
the "Material uncertainty related to going concern"
paragraph above, 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 Matter
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How our audit addressed the key audit matter
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a) Recoverability of deferred tax assets
Deferred tax assets recognized in the standalone
financial statements as at 31 March 2025 are
' 885.30 million. As described in note 2.2 (o) under
material accounting policies read with note 31
to the standalone financial statements, deferred
tax assets are recognized on carried forward tax
losses when it is probable that taxable profit will
be available against which the tax losses can be
utilized. The Company's ability to recognize deferred
tax assets on carried forward tax losses is assessed
by management at the end of each reporting
period, taking into account forecasts of future
taxable profits and the law and jurisdiction of the
taxable items and assumptions. Given the degree of
estimation based on the projection of future taxable
profits, management's decision to create deferred
tax assets on tax losses is considered to be a key
audit matter.
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Principal audit procedures performed:
• Evaluated the appropriateness of the Company's
accounting policy for deferred tax in accordance with Ind
AS 12 - Income Taxes.
• Evaluated the design and implementation of key controls
relating to calculation of deferred tax asset.
• Reviewed management's business forecasts and the key
assumptions used (including revenue growth, margins,
and cost projections) for estimating future taxable
profits to support the utilization of deferred tax losses
with reference to forecast taxable income.
• Verified that unabsorbed losses have not exceeded
statutory carryforward limits and assessed the expiry
profile of such losses.
• Obtained the year wise details of income tax assets and
compared the same with the returns filed by the Company
in earlier years.
• Checked management's calculation of the Deferred tax
assets and the key assumptions used.
• Performed sensitivity analysis, and
• Assessed the related disclosures in respect of deferred
tax assets in the standalone financial statements.
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b) Impairment assessment of trademarks (Refer
note 6 of the standalone financial statements)
An annual impairment test on the recoverability
of the net carrying value of trademarks
of ' 1,329.12 million as at 31 March 2025
was carried out as required by Ind AS 36 -
"Impairment of Assets”.
In performing the annual assessment of
impairment as required by Ind AS 36 and based
on the valuation report issued by an independent
and registered valuer, it was concluded by
the management that the net carrying value
of trademarks of ' 1,329.12 million was not
impaired as at 31 March 2025.
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Principal audit procedures performed:
• Obtained an understanding of the management's
process for identification of impairment indicators for
recoverability of the net carrying value of trademarks.
• Tested the design and operating effectiveness of internal
controls of the Company in relation to the aforesaid
process.
• Obtained fair valuation report of trademarks as at 31
March 2025 carried out by an independent valuer.
• Assessed the appropriateness of the independent
valuer's judgment and key assumptions in estimating
the recoverable amounts of the trademarks.
• Tested the mathematical accuracy of the management
and independent valuer's computations regarding cash
flows; and
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Key Audit Matter
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How our audit addressed the key audit matter
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The impairment assessment of the net carrying
value of trademarks is considered to be a key
audit matter due to the fact that the calculation
of the recoverable amount requires the use
of estimates and assumptions concerning
the future cash flows which at this time are
inherently uncertain and could change over time.
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• Evaluated the adequacy of disclosures given in the
standalone financial statements, including disclosure of
significant assumptions, judgements in accordance with
applicable Indian Accounting Standards.
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c) Impairment assessment of investments in
wholly owned subsidiary of the Company
Management performs an annual impairment
test on the recoverability of the carrying amounts
of investments where impairment indicators exist
as required by Ind AS 36 - "Impairment of Assets",
which is subjective in nature due to judgment
having to be made of future performance.
In performing the annual assessment of
impairment as required by Ind AS 36 and based
on the valuation report issued by an independent
and registered valuer, it was concluded by the
management that the investment in wholly
owned subsidiary- Indiadotcom Digital Private
Limited (IDPL) of ' 3,283.17 million was not
impaired as at 31 March 2025.
The impairment assessment of the investments
in wholly owned subsidiary of the Company
is considered to be a key audit matter due to
the fact that the calculation of the recoverable
amount requires the use of estimates and
assumptions concerning the future cash flows
which at this time are inherently uncertain and
could change over time.
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Principal audit procedures performed:
• Obtained an understanding of the management's process
for identification of impairment indicators for recoverability
of investments in its wholly owned subsidiary.
• Tested the design and operating effectiveness of internal
controls of the Company in relation to the aforesaid
process.
• Obtained fair valuation report of investments in wholly
owned subsidiary as at 31 March 2025 carried out by an
independent and registered valuer.
• Assessed the appropriateness of the independent
valuer's judgment and key assumptions in estimating the
fair value of the investments in wholly owned subsidiary.
• Tested the mathematical accuracy of the management
and independent valuer's computations regarding cash
flows; and
• Evaluated the adequacy of disclosures given in the
standalone financial statements, including disclosure of
significant assumptions, judgements in accordance with
applicable Indian Accounting Standards.
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d) Contingent liabilities (Refer note 34(i) of the
standalone financial statements)
Legal cases filed against the Company and
claims of such cases not acknowledged as debt
as at 31 March 2025 is ' 5,459.57 million. The
existence and probability of payments against
these claims requires management estimates
and judgment to ensure disclosure of most
appropriate values of contingent liabilities.
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Principal audit procedures performed:
• Obtained an understanding of the management's
process for assessment and determination of the
amount of contingent liabilities on various litigations.
• Obtained details of pending legal cases and claims as at
31 March 2025 from the management.
• Assessed the completeness of the details of these claims
through discussion with senior management personnel.
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Key Audit Matter
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How our audit addressed the key audit matter
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Due to level of judgment required relating to
estimation and presentation of contingent
liabilities, this is considered to be a key audit
matter.
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• Reviewed the details of the disputed cases pending at
various forums.
• Assessing the appropriateness of the management's
judgment in estimating the contingent liabilities.
• Assessed the appropriateness of presentation of the
contingent liabilities in the standalone financial statements.
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5. Information other than the standalone financial
statements and Auditor’s Report thereon
The Company's Board of Directors is responsible for the
other information. The other information comprises the
information included in the Management Discussion and
Analysis, Board's Report including Annexures to Board's
Report but does not include the standalone financial
statements and our auditor's report thereon. The other
information 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 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 other information, if we conclude
that there is a material misstatement therein, we will
communicate the matter to those charged with governance.
6. Management’s responsibility for the standalone
financial statements
The Company's Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect to
the preparation 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 accounting principles generally
accepted in India, including the Ind AS prescribed under
Section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding 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 standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the
management and 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 intends
to liquidate the Company or to cease operations, or has no
realistic alternative but to do so. The Board of Directors is
also responsible for overseeing the Company's financial
reporting process.
7. Auditor’s responsibility for the audit of the standalone
financial statements
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 SAs 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.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement
of the standalone financial statements, whether
due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from
fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control.
• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section
143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls system 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 the
management and 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.
• 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.
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.
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.
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.
8. Report on other Legal and Regulatory requirements
I. As required by the Companies (Auditor's Report)
Order, 2020 issued by the Central Government of
India in terms of Section 143(11) of the Act ("the
Order”), and on the basis of such checks of the
books and records of the Company as we considered
appropriate and according to the information and
explanations given to us, we give in the "Annexure
A”, a statement on the matters specified in the
paragraph 3 and 4 of the Order.
II. As required by Section143(3) of the Act, we report
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 purposes of our audit;
b) 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 except
for the matters stated in paragraph (i)(vi) below on
reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014 (as amended);
c) The balance sheet, the statement of profit and
loss (including other comprehensive income), the
statement of changes in equity and the statement of
cash flows dealt with by this Report are in agreement
with the books of account;
d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards specified under Section 133 of the Act
read with Companies (Indian Accounting Standards)
Rules, 2015, as amended;
e) The matters described in "Material uncertainty
related to going concern" section of our report, may
have an adverse effect on the functioning of the
Company.
f) On the basis of written representations received
from the directors of the Company as on 31 March
2025 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 modification arising from the maintenance of the
audit trail on the accounting software, comprising
the application and database are as stated in the
paragraph (j) (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 over financial reporting of the Company and
the operating effectiveness of such controls, refer to
our separate Report in "Annexure B";
i) With respect to the other matters to be included
in the Auditor's Report in accordance with the
requirements of Section 197(16) of the Act, as
amended:
In our opinion and to the best of our information
and according to the explanations given to us, the
managerial remuneration paid by the Company
during the year is in excess of the limits prescribed
under Section 197 read with Schedule V of the
Companies Act, 2013 by ' 1.11 million. The said
excess amount is refundable to the Company as at
31 March 2025 and the same is shown as recoverable
from the Director (held in trust by the said director)
as at that date.
j) 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 has disclosed the impact of
pending litigations on its financial position in its
standalone financial statements;
ii. The Company did not have any long-term
contracts including derivative contracts having
any material foreseeable losses; and
iii. There are no amounts required to be transferred
to the Investor Education and Protection Fund
by the Company during the year.
iv. (a) The Management has represented that,
to the best of its knowledge and belief
as disclosed in Note 53 (viii) (a) to the
standalone financial statements, no funds
(which are material either individually or
in the aggregate) have been advanced or
loaned or invested (either from borrowed
funds or share premium or any other
sources or kind of funds) by the Company
to or in any other person or entity, including
foreign entity ("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 ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries;
(b) The Management has represented, that,
to the best of its knowledge and belief
as disclosed in Note 53 (viii) (b) to the
standalone financial statements, no funds
(which are material either individually or
in the aggregate) have been received by
the Company from any person or entity,
including foreign entity ("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;
(c) Based on the audit procedures that
have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused us
to believe that the representations under
sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain
any material misstatement.
v. No dividend has been declared or paid by the
Company during the financial year covered
by our audit and the immediately preceding
financial year.
vi. Based on our examination, which included test
checks, the Company has used accounting
softwares for maintaining its books of account
for the financial year ended 31 March 2025,
which have a feature of recording audit trail
(edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the softwares except that the audit
trail feature is not enabled on some tables at
application level for direct changes when using
certain access right(s) and also for certain
changes made using administrative access
right(s). Further, during the course of our audit
we did not come across any instance of the audit
trail feature being tampered with.
Additionally, the audit trail has been preserved by
the Company as per the statutory requirements
for record retention.
For Ford Rhodes Parks & Co. LLP
Chartered Accountants
Firm Registration Number: 102860W/W100089
Nitin Jain
Partner
Membership Number 215336
Noida, 5 May 2025
UDIN: 25215336BMOJZN7897
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