Auditor Report of Zee Learn Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial
statements of Zee Learn 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
the 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, except for the
possible effects of the matters described in the ''Basis for
qualified opinion'' section of our report, 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 profit (including other comprehensive
income), changes in equity and its cash flows for the year
ended on that date.

2. Basis for qualified opinion

a) As stated in note 57(a) of the standalone financial
statements, Yes Bank Limited (YBL) had invoked the
Corporate Guarantee issued by the Company and
its subsidiary i.e. Digital Ventures Private Limited
(DVPL) upon non-repayment of credit facilities (during
COVID-19 pandemic) availed by Four Trusts/entity, and
called upon the Company and DVPL to make payment
of an amount of H 44,962.56 lakhs (including interest
and other charges upto 31 July 2021). As further stated
in the said note, the Company and DVPL had received
notices from YBL regarding filing of petitions under
Section 7 of the Insolvency and Bankruptcy Code,
2016 (IBC) to initiate Corporate Insolvency Resolution
Process (CIRP) of the Company and DVPL (as corporate
guarantors) before the Hon''ble National Company
Law Tribunal ("NCLT"), Mumbai. Also as stated in the
said note, YBL vide its letters dated 30 December
2022 had informed the Company and DVPL that it had
assigned and transferred the above credit facilities

to J.C. Flowers Asset Reconstructions Private Limited
(J.C.Flowers) and the amount outstanding therein as
at 30 November 2022 was H 52,254.63 lakhs (including
interest and penal charges). As further explained in
the said note, on 10 February 2023 the Hon''ble NCLT,
Mumbai, admitted the application filed by YBL against
the Company and ordered the commencement of
the CIRP under the IBC. However, an appeal was filed
before the Hon''ble National Company Law Appellate
Tribunal ("NCLAT") by the Company and the Hon''ble
NCLAT vide its order dated 16 February 2023 set
aside the impugned order dated 10 February 2023
passed by the Hon''ble NCLT and disposed off the
appeal in accordance with law. As further explained in
the said note, subsequently J.C. Flowers filed Special
Leave Petition (SLP) in the Hon''ble Supreme Court
for setting aside of the final order dated 16 February

2023 passed by the Hon''ble NCLAT. On 29 March
2023, the Hon''ble Supreme Court allowed the SLP and
stayed the further proceedings of the Hon''ble NCLT
and the matter is currently pending for hearing before
the Hon''ble Supreme Court. However, in respect of
petition filed by J.C. Flowers under Section 7 of the IBC
to initiate CIRP proceedings against DVPL, the same
was dismissed as withdrawn by the Hon''ble NCLT. As
further stated in the said note, on 7 August 2023, the
Company, DVPL along with four trusts/entity entered
into settlement agreement with J.C. Flowers to settle
the above corporate guarantee obligation with respect
to loans borrowed by the said four trusts/entity. As
per the terms of the settlement agreement, Company,
DVPL along with four trusts/entity had agreed to
settle the above Corporate Guarantee obligation
for H 28,500 lakhs (to be paid jointly and severally
by Company, DVPL along with four trusts/entity)
pursuant to which the Corporate Guarantee obligation
and other securities created by Company and DVPL
will be released by J.C. Flowers on receipt of the said
settlement amount. The said settlement agreement
became effective during the quarter ended 31 March

2024 and accordingly, during the quarter ended 31
March 2024, the Company had provided H 28,573.12
lakhs including interest (net of H 400 lakhs paid by said
trusts/entity) towards Corporate Guarantee obligation
as per the said settlement agreement and the same
was shown as recoverable from four trusts/entity as at
31 March 2024 under "other current financial assets".
The timelines for payment of the said settlement
amount had time to time been extended byJ.C. Flowers
alongwith payment of applicable interest till 30 May
2024 and the Company/DVPL along with four trusts/

entity further requested J.C. Flowers for extension of
time till 30 June 2024 and 15 August 2024 for which
confirmation from J.C. Flowers was awaited. However,
the Company received letter dated 11 October 2024
from J.C. Flowers intimating termination of the said
settlement agreement and further informing that
all terms set out in the Financing document shall
continue in full force and effect and all amounts
paid under settlement agreement shall be adjusted
towards repayment of the outstanding credit facilities
of four trusts/entity as if the settlement agreement
had never been executed. Further, J.C.Flowers and
Assets Care & Reconstruction Enterprise Limited
(ACRE) vide their respective communications dated
31 October 2024 informed the Company that such
outstanding credit facilities of four trusts/entity of H
62,481.28 lakhs (as on 11 October 2024) have been
assigned and transferred by J.C. Flowers to ACRE. In
view of above, during the quarter/half year ended 30
September 2024, the Company had provided further
liability of H 36,712.34 lakhs (in addition to liability
already provided till 30 June 2024 of H 25,768.94 lakhs)
and the corresponding amount was recoverable
from four trusts/entity, and the total amount
recoverable from four trusts/entity was H 66,303.83
lakhs (including amount recoverable of H 29,591.49
lakhs as at 30 June 2024) as at 30 September 2024.
Further, vide Supplemental Facilities Agreement dated
15 November 2024, the Company, DVPL along with
four trusts/entity and other entities forming part of
the promoter and promoter group have agreed upon
certain additional conditions with ACRE in respect of
the outstanding credit facilities availed by four trusts/
entity, the outstanding amount (including interest) of
which is H 63,436.19 lakhs (net of H 2,550 lakhs paid
during the year by the Company and four trusts/
entity) as at 31 March 2025 and the total amount
recoverable (including interest) from four trusts/entity
is H 69,458.74 lakhs (including amounts paid by the
Company till 31 March 2025) as at 31 March 2025 and
the same is disclosed under "other current financial
assets". In furtherance to the said Supplemental
Facilities Agreement, a few entities forming part of the
promoter and promoter group have also created and
extended security on their assets (in addition to their
security arrangement for their existing indebtedness
with ACRE and existing security provided by the
Company, DVPL along with four trusts/entity) to the
satisfaction of ACRE for abovementioned outstanding
credit facilities. Pursuant to the execution of the said
Supplemental Facilities Agreement, the management
strongly believes that the above outstanding credit
facilities of four trusts/entity will be paid to ACRE
through various steps including monetization of
assets of DVPL along with four trusts/entity and other
security providers. In view of above, management is
of the opinion that the amount of H 69,458.74 lakhs

receivable from four trusts/entity as at 31 March 2025
is good and recoverable.

However, in terms of Ind AS 109 "Financial Instruments"
the Company has not carried out assessment of
impairment of the recoverable amount of H 69,458.74
lakhs from four trusts/entity as at 31 March 2025.
In the absence of assessment of impairment of the
recoverable amount of H 69,458.74 lakhs, we are
unable to comment upon adjustments, if any, required
on the profits (including other comprehensive income)
for the year ended 31 March 2025 and the financial
position of the Company as at 31 March 2025.

b) As stated in note 52 of the standalone financial
statements, during the financial year 2021-22, one of
the subsidiaries viz. Digital Ventures Private Limited
(DVPL) had defaulted in repayment of loans availed
from two Lenders. In this regard, one of the Lenders
i.e. Axis Bank Limited vide its notice dated 14 February
2022 issued to the Company had invoked the Corporate
Guarantee issued by the Company on behalf of DVPL,
and called upon the Company to make payment of
an amount of H 9,162 lakhs outstanding as at 30 June
2021 with further interest w.e.f. 01 July 2021 as per
the terms of the sanction letters. As further stated in
the said note, during the financial year 2022-23, the
Company had also received notice from the other
Lender invoking the Corporate Guarantee issued by
the Company on behalf of DVPL, and called upon the
Company to make payment of an amount of H 2,299.59
lakhs outstanding as at 30 June 2021. As further stated
in the said note, during the previous year, the Company
(as corporate guarantor) and DVPL (as corporate
debtor) had received notices dated 21 December 2023
and 28 November 2023 respectively from Axis Bank
Limited, regarding filing of petitions under Section 7
of the Insolvency and Bankruptcy Code, 2016 (IBC) to
initiate Corporate Insolvency Resolution Process (CIRP)
of the Company and DVPL before the Hon''ble National
Company Law Tribunal (NCLT), Mumbai, which was
pending for admission. Further, on 19 November 2024,
the Hon''ble NCLT, Mumbai admitted the application
filed by Axis Bank Limited against DVPL and ordered
the commencement of CIRP of DVPL and appointed
an Interim Resolution Professional (IRP). However, an
appeal was filed before the Hon''ble National Company
Law Appellate Tribunal ("NCLAT") by DVPL and the
Hon''ble NCLAT vide its order dated 02 December 2024
directed that no further steps shall be taken by the IRP
in pursuance of impugned order dated 19 November
2024 passed by the Hon''ble NCLT and that agreed cut
back arrangement of 20% to continue with Axis Bank
Limited. Further, during the quarter ended 31 March
2025, Axis Bank Limited entered into an assignment
agreement dated 28 March 2025 with Assets Care &
Reconstruction Enterprise Limited (ACRE) assigning

the total credit facility of H 13,008 lakhs (including
interest) outstanding as on 20 March 2025 (H 13,021.19
lakhs as on 31 March 2025) in respect of the financial
facility granted by Axis Bank Limited to the Corporate
Debtor from time to time along with all rights, benefit
and obligations thereunder to ACRE. Pursuant to the
Supplemental Facilities Agreement (Refer note 57 of
the standalone financial statements) entered by the
Company, DVPL along with four trusts/entity with ACRE,
the management of the Company strongly believes that
the above outstanding credit facility of DVPL will be paid
to ACRE through various steps including monetization
of assets of DVPL along with four trusts/entity. In view
of above, the management is of the opinion that no
liability is required to be provided by the Company as
at 31 March 2025.

Despite invocation of the Corporate Guarantees and
further initiation of CIRP proceedings against DVPL
before the Hon''ble NCLT and other matters as stated
above, the Company has not provided for liability
against the above Corporate Guarantee obligations as
at 31 March 2025 as required by the applicable Indian
Accounting Standards (Ind AS). Further, in the absence
of sufficient and appropriate evidence to corroborate
management''s conclusion on the non-recognition
of the liability, we are unable to comment upon
adjustments, if any, required on the profits (including
other comprehensive income for the year ended 31
March 2025 and the financial position of the Company
as at 31 March 2025.

c) As stated in note 43 of the standalone financial
statements, the Company has investments in its
wholly owned subsidiary viz Digital Ventures Private
Limited (DVPL) in the form of Equity shares, Convertible
Debentures and Preference shares (including
redemption premium) of H 45,078.10 lakhs, loan
and receivables of H 11,377.05 lakhs aggregating to H
56,455.15 lakhs as at 31 March 2025. As further stated in
the said note, considering ongoing proceedings against
DVPL w.r.t Corporate Insolvency Resolution Process
(CIRP) under Section 7 of the Insolvency and Bankruptcy
Code, 2016 (IBC) before the Hon''ble National Company
Law Tribunal (NCLT) Mumbai, the Company, out of
abundant caution and prudent accounting practices,
had provided H 21,927.05 lakhs towards impairment
of its loan and investments (including redemption
premium) in DVPL till 31 March 2024. Further on 19
November 2024, the Hon''ble NCLT, Mumbai admitted
the application filed by Axis Bank Limited against DVPL
and ordered the commencement of CIRP of DVPL and
appointed an Interim Resolution Professional (IRP).
However, an appeal was filed before the Hon''ble
National Company Law Appellate Tribunal ("NCLAT") by
DVPL and the Hon''ble NCLAT vide its order dated 02

December 2024 directed that no further steps shall be
taken by the IRP in pursuance of the impugned order
dated 19 November 2024 passed by the Hon''ble NCLT
(Refer note 52 of the standalone financial statements).
As further stated in the said note, the Company has
provided Rs.140 lakhs towards impairment of its
investment for the year ended 31 March 2025, and the
management believes that no additional provision/
impairment is required to be made as on 31 March
2025 and accordingly considers the net outstanding
amount of H 34,388.10 lakhs, as at 31 March 2025 as
good and recoverable.

DVPL had defaulted in repayment of its loans availed
from two lenders and w.r.t. the said loans, the lenders
had invoked the Corporate guarantees given by the
Company on behalf of DVPL and further petitions have
been filed by one of the lenders i.e. Axis Bank Limited
against the Company and DVPL initiating CIRP under
Section 7 of the IBC before the Hon''ble NCLT, Mumbai,
of which application has been admitted by the Hon''ble
NCLT, Mumbai vide its order dated 19 November 2024
for commencement of CIRP of DVPL and appointment
of the IRP (Refer note 52 of the standalone financial
statements). Accordingly, owing to above events
and uncertainties, and further in the absence of
sufficient and appropriate evidence to corroborate
the management''s assessment of impairment/
recoverability of its net investments/receivables of H
34,388.10 lakhs from DVPL as at 31 March 2025, we are
unable to comment on the appropriateness of the net
carrying value of its investments and recoverability of
receivables from DVPL amounting to H 34,388.10 lakhs
as at 31 March 2025 and its consequential impact on
the profits (including other comprehensive income)
for the year ended 31 March 2025 and the financial
position of the Company as at 31 March 2025.

Our opinion on the audited standalone financial
statements for the previous year ended 31
March 2024 was also qualified in respect of the
matters stated above.

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 responsibility
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 qualified
audit opinion on the standalone financial statements.

3. Material Uncertainty relating to Going
Concern

As stated in note 46 of the standalone financial statements,
the Company and one of the subsidiary company viz. Digital
Ventures Private Limited (DVPL) had received notices from
three lenders for invocation of corporate guarantees and
two of the lenders had also initiated Corporate Insolvency
Resolution Process (CIRP) against the Company (as
Corporate guarantor) and DVPL (Corporate guarantor/
Corporate debtor) (Refer note 52 and 57 of the standalone
financial statements). As further stated in the said note, the
settlement agreement, which was entered by the Company,
DVPL along with four trusts/entity with J.C. Flowers during
the previous year to settle the corporate guarantee
obligation of the Company and DVPL, was terminated during
the quarter ended 31 December 2024 and accordingly the
amount payable against the said corporate guarantee
obligation as at 31 March 2025 is H 63,436.19 lakhs (Refer
note 57 of the standalone financial statements). As also
stated in the said note, the Company and DVPL alongwith
four trusts/entity entered into Supplemental Facilities
Agreement with Assets Care & Reconstruction Enterprise
Limited (ACRE) to pay the above amount of H 63,436.19
lakhs through various steps including monetization of
assets of DVPL along with four trusts/entity (Refer note 57
of the standalone financial statements). As further stated
in the said note, during the quarter ended 31 March 2025,
Axis Bank Limited entered into an assignment agreement
dated 28 March 2025 with ACRE assigning the total credit
facility of H 13,008 lakhs (including interest) outstanding as
on 20 March 2025 (H 13,021.19 lakhs as on 31 March 2025)
in respect of financial facility granted by Axis Bank Limited
to DVPL from time to time along with all rights, benefit

and obligations thereunder to ACRE (Refer note 52 of the
standalone financial statements). Also, the current liabilities
of the Company exceeded its current assets as at 31 March
2025 resulting in negative working capital. These events
indicate the existence of material uncertainty that may cast
significant doubt on the Company''s ability to continue as
a going concern. However, as stated in the said note, the
Company strongly believes that the total amounts payable
to ACRE under the Supplemental Facilities Agreement will
be settled through various steps including monetization
of assets of DVPL along with four trusts/entity. As further
stated in the said note, the Company''s business plan for
next financial year, as approved by the Board of Directors,
exhibits higher growth in revenues and profits thereby
increasing operational cash flows. Considering that the
total amounts payable to ACRE under the Supplemental
Facilities Agreement will be settled through various steps
including monetization of assets of DVPL along with four
trusts/entity and also considering the Company''s business
plan for the next financial year, the standalone financial
statements have been prepared on a going concern basis.

Our opinion is not modified in respect of the above matter.

4. 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 matters described in the "Basis for
qualified opinion" and "Material uncertainty relating to
going concern" paragraphs above, we have determined the
matters described below to be the key audit matters to be
communicated in our report.

Key audit matter

How our audit addressed the key audit matter

a) Revenue recognition (Refer notes 2(A)(o), 25 and 42 of the standalone financial statements) Revenue is a key business driver for the Company and is therefore, susceptible to misstatement. Revenue recognition under Ind AS 115, ''Revenue from contracts with customers'' (''Ind AS 115'') involves significant judgement by the management in identification of separate performance obligations in contracts with multiple performance obligations, determining transaction price, allocation of such transaction price to the identified performance obligations to ensure the revenue is booked in correct periods. Further cut off is the key assertion in so far as revenue recognition is concerned and the revenue is also deferred for part services/goods which have not been rendered/delivered.

Principal audit procedures performed: • Obtained and updated our understanding of the revenue business process. • Assessed the appropriateness of Company''s revenue recognition policy prepared as per Ind AS 115. • Evaluated and verified the key controls over the recognition and measurement of revenue. • Performed procedures to test on a sample basis whether revenue was recognized in the appropriate period (including at year end) by testing underlying sales orders, sales invoice, agreements along with other supporting documents.

Key audit matter	How our audit addressed the key audit matter
Considering significant volume of transactions, the materiality of amount involved, and significant judgements involved as mentioned above, revenue recognition was identified as a key audit matter in our audit of the standalone financial statements.	• Evaluated the appropriateness of disclosures made in the Standalone financial statements with respect to revenue recognised during the year in accordance with Ind AS 115. • Assessing the revenue recognized with substantive analytical procedures.

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
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 Indian Accounting
Standards (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 of the Company 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 financial controls
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 with
reference to standalone 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 the
management''s/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, to the extent applicable.

II. As required by Section143(3) of the Act, we report that:

a) We have sought and except for the possible
effects of the matters described in the ''Basis for
qualified opinion'' paragraph, obtained all the
information and explanations which to the best
of our knowledge and belief were necessary for
the purposes of our audit;

b) Except for the possible effects of the matters
described in the ''Basis for qualified opinion''
section, 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 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) Except for the possible effects of the matters
described in the ''Basis for qualified opinion''
paragra ph, 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 the ''Basis for qualified
opinion'' paragraph above, in our opinion,
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 qualifications relating to the maintenance of
accounts and other matters connected therewith
are as stated in the ''Basis for qualified opinion''
paragraph above;

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”. Our report expresses a
qualified opinion on the adequacy and operating
effectiveness of the Company''s internal financial
controls over financial reporting for the reasons
stated therein;

i) With respect to 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 remuneration paid by the Company to its
directors during the year is in accordance with
the provisions of Section 197 of the Act.

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 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 59(a) of
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
59(b) of 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.

vi. Based on our examination which included
test checks, the Company has used
accounting software for maintaining its
books of account for the financial year
ended 31 March 2025 which has a feature
of recording audit trail (edit log) facility and
the same has operated throughout the year
for all relevant transactions recorded in the
software (Refer Note 62 to the standalone
financial statements). 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

Mumbai, 15 May 2025

UDIN: 25215336BMOJZS1918

---

Mar 31, 2024

To the Members of Zee Learn Limited

1. Qualified opinion

We have audited the accompanying standalone financial statements of Zee Learn Limited ("the Company"), which comprise the balance sheet as at 31 March 2024, 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 the 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, except for the possible effects of the matters described in the ''Basis for qualified opinion'' section of our report, 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 2024, and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

2. Basis for qualified opinion

a) As stated in note 57 of the standalone financial statements, Yes Bank Limited (YBL) had invoked the Corporate Guarantee issued by the Company and its subsidiary i.e. Digital Ventures Private Limited (DVPL) upon non-repayment of credit facilities (during COVID-19 pandemic) availed by Four Trusts/entity, and called upon the Company and DVPL to make payment of an amount of Rs. 44,962.56 lakhs (including interest and other charges upto 31 July 2021). As further stated in the said note, the Company and DVPL had received notices from YBL regarding filing of petitions under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) to initiate Corporate Insolvency Resolution Process (CIRP) of the Company and DVPL (as corporate guarantors) before the Hon''ble National Company Law Tribunal ("NCLT"), Mumbai. Also as stated in the said note, YBL vide its letters dated 30 December 2022 had informed the Company and DVPL that it had assigned and transferred the above credit facilities to

J.C. Flowers Asset Reconstructions Private Limited (J.C. Flowers) and the amount outstanding therein as at

30 November 2022 was Rs. 52,254.63 lakhs (including interest and penal charges). As further explained in the said note, on 10 February 2023 the Hon''ble NCLT admitted the application filed by YBL against the Company and DVPL and ordered the commencement of the CIRP under the IBC. However, an appeal was filed before the Hon''ble National Company Law Appellate Tribunal ("NCLAT") by the Company and the Hon''ble NCLAT vide its order dated 16 February 2023 set aside the impugned order dated 10 February 2023 passed by the Hon''ble NCLT and disposed off the appeal in accordance with law. As further explained in the said note, subsequently J.C. Flowers filed Special Leave Petition (SLP) in the Hon''ble Supreme Court for setting aside of the final order dated 16 February 2023 passed by the Hon''ble NCLAT. On 29 March 2023, the Hon''ble Supreme Court allowed the SLP and stayed the further proceedings of the Hon''ble NCLT and the matter is currently pending for hearing before the Hon''ble Supreme Court. However in respect of petition filed by J.C. Flowers under Section 7 of the IBC to initiate CIRP proceedings against DVPL, the same has been dismissed as withdrawn by the Hon''ble NCLT. As further stated in the said note, during the year ended

31 March 2024, the Company, DVPL along with four trusts/entity entered into settlement agreement with J.C. Flowers to settle the above obligation with respect to loans borrowed by the said four trusts/entity. As per the terms of the settlement agreement, Company, DVPL along with four trusts/entity have agreed to settle the above Corporate Guarantee obligation for Rs. 28,500 lakhs (to be paid jointly and severally by Company, DVPL along with four trusts/entity) pursuant to which Corporate Guarantee obligations and other securities pledged by Company and DVPL will be released by J.C. Flowers on receipt of the said settlement amount. The said settlement agreement became effective during the quarter/year ended 31 March 2024 and the timelines for payment of the said settlement amount have time to time been extended by J.C. Flowers along with payment of applicable interest and the latest extension is given till 30 May 2024. The Company, DVPL and four trusts/entity have requested J.C. Flowers for further extension of time till 30 June 2024, against which confirmation from J.C. Flowers is awaited. Accordingly, during the quarter ended 31 March 2024, the Company has provided Rs. 28,573.12 lakhs including interest (net of Rs. 400 lakhs paid by said trusts/entity) towards Corporate

Guarantee obligation as per the said settlement agreement and the same amount has been shown as recoverable from four trusts/entity as at 31 March 2024 under "other current financial assets".

However, in terms of Ind AS 109 "Financial Instruments" the Company has not carried out assessment of impairment of the recoverable amount of Rs. 28,573.12 lakhs from four trusts/entity as at 31 March 2024. In the absence of sufficient and appropriate evidence to corroborate the management''s assessment of impairment of recoverable amount of Rs. 28,573.12 lakhs, we are unable to comment upon adjustments, on the the net profit, total comprehensive income for the year ended 31 March 2024 and the financial position of the Company as at 31 March 2024.

b) As stated in note 33 of the standalone financial statements, one of the subsidiaries viz. Digital Ventures Private Limited (DVPL) had defaulted in repayment of loans availed from two Lenders. In this regard, one of the Lenders vide its notice dated 14 February 2022 issued to the Company had invoked the Corporate Guarantee issued by the Company on behalf of DVPL, and called upon the Company to make payment of an amount of Rs. 9,162 lakhs outstanding as at 30 June 2021 with further interest w.e.f. 01 July 2021 as per the terms of the sanction letters. As further stated in the said note, during the financial year 2022-23, the Company had also received notice from the other Lender invoking the Corporate Guarantee issued by the Company on behalf of DVPL, and called upon the Company to make payment of an amount of Rs. 2,299.59 lakhs outstanding as at 30 June 2021. As further stated in the said note, during the year, the Company and DVPL have received notices dated 21 December 2023 (received on 23 December 2023) and 28 November 2023 (received on 2 December 2023) respectively, regarding filing of petitions by one of its lenders i.e. Axis Bank Limited under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) to initiate Corporate Insolvency Resolution Process (CIRP) of the Company (as corporate guarantor) and DVPL (as corporate debtor) before the Hon''ble National Company Law Tribunal (NCLT), Mumbai, which is pending for admission. As stated in the said note, DVPL has been making repayment of its loan through an agreed mechanism as per discussions with the Lenders and also the CIRP matter of the Company and DVPL is pending for admission before the Hon''ble NCLT. In view of above, the Company is of the opinion that no liability is required to be provided as at 31 March 2024.

Despite invocation of the Corporate Guarantees and further initiation of CIRP proceedings against the Company and DVPL before the Hon''ble NCLT, the

Company has not provided for liability against the above the Corporate Guarantee obligations as at 31 March 2024 as required by the applicable Indian Accounting Standards (Ind AS). Further, in the absence of sufficient and appropriate evidence to corroborate management''s conclusion on the non-recognition of the liability, we are unable to comment upon adjustments, if any, required on the net profit, total comprehensive income for the year ended 31 March 2024 and the financial position of the Company as at 31 March 2024.

c) As stated in note 43(i) of the standalone financial statements, the Company has investments in its wholly owned subsidiary viz Digital Ventures Private Limited (DVPL) in the form of Equity shares, Convertible Debentures and Preference shares (including redemption premium) of Rs. 45,110.21 lakhs, loan and receivables of Rs. 11,377.05 lakhs aggregating to Rs. 56,487.26 lakhs as at 31 March 2024. As further stated in the said note, considering ongoing proceedings against DVPL w.r.t Corporate Insolvency Resolution Process (CIRP) under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) before the Hon''ble National Company Law Tribunal (NCLT) Mumbai, the Company during the previous year, out of abundant caution and prudent accounting practices, had provided Rs. 10,855 lakhs towards impairment of its investments (including redemption premium) in DVPL and the same was disclosed as an "Exceptional item" during the year ended 31 March 2023. As further stated in the said note, the Company considers the net outstanding amounts of Rs 34,560.21 lakhs (after total impairment of Rs. 21,927.05 lakhs till 31 March 2024) as at 31 March 2024 as good and recoverable.

DVPL had defaulted in repayment of its loans availed from two lenders and w.r.t. the said loans, the lenders had invoked the Corporate guarantees given by the Company on behalf of DVPL and further petitions have been filed by one of the lenders i.e. Axis Bank Limited against the Company and DVPL initiating CIRP under Section 7 of the IBC before the Hon''ble NCLT, Mumbai, which is pending for admission (Refer note 33 of the standalone financial statements). Accordingly, owing to above events and uncertainties, and further in the absence of sufficient and appropriate evidence to corroborate the management''s assessment of impairment/recoverability of its net investments/net receivables of Rs. 34,560.21 lakhs from DVPL as at 31 March 2024, we are unable to comment on the appropriateness of the net carrying value of its investments and recoverability of receivables from DVPL of Rs. 34,560.21 lakhs as at 31 March 2024 and its consequential impact on the net profit, total comprehensive income for the year ended 31 March 2024 and the financial position of the Company as at 31 March 2024.

Our opinion on the audited standalone financial statements for the previous year ended 31 March 2023 was also qualified in respect of the matters stated in (b) and (c) above.

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 responsibility 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 qualified audit opinion on the standalone financial statements.

3. Material Uncertainty relating to Going Concern

As stated in note 46 of the standalone financial statements, the Company and one of the subsidiary company viz. Digital Ventures Private Limited (DVPL) had received notices from three lenders for invocation of corporate guarantees and two of the lenders had also initiated Corporate Insolvency Resolution Process (CIRP) against the Company (as

Corporate guarantor) and DVPL (Corporate guarantor/ Corporate debtor) (Refer note 33 and 57 of the standalone financial statements). As further stated in the said note, a settlement agreement was entered during the year to settle the corporate guarantee obligations of the Company and DVPL for an amount of Rs. 28,500 lakhs and the liability for the same is provided for during the quarter/year ended 31 March 2024. Also as stated in the said note the current liabilities of the Company exceeded its current assets as at 31 March 2024 resulting in negative working capital. These events indicate the existence of material uncertainty that may cast significant doubt on the Company''s ability to continue as a going concern. However, considering the debt raising plan and the business plan for the next financial year, as approved by the Board of Directors of the Company, which will enable the Company to settle its liabilities as they fall due, the standalone financial statements have been prepared on a going concern basis.

Our opinion is not modified in respect of the above matter

4. 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 2024. 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 matters described in the ''Basis for qualified opinion'' section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter

How our audit addressed the key audit matter

Revenue recognition (Refer notes 2(A)(o), 25 and 42 of the standalone financial statements) Revenue is a key business driver for the Company and is therefore, susceptible to misstatement. Revenue recognition under Ind AS 115, ''Revenue from contracts with customers'' (''Ind AS 115'') involves significant judgement by the management in identification of separate performance obligations in contracts with multiple performance obligations, determining transaction price, allocation of such transaction price to the identified performance obligations to ensure the revenue is booked in correct periods. Further cut off is the key assertion in so far as revenue recognition is concerned and the revenue is also deferred for part services/goods which have not been rendered/delivered. Considering significant volume of transactions, the materiality of amount involved, and significant judgements involved as mentioned above, revenue recognition was identified as a key audit matter in our audit of the standalone financial statements.

Our audit procedures included, but were not limited, to the following: • Obtained and updated our understanding of the revenue business process. • Assessed the appropriateness of Company''s revenue recognition policy prepared as per Ind AS 115. • Evaluated and verified the key controls over the recognition and measurement of revenue. • Evaluated the appropriateness of disclosures made in the Standalone financial statements with respect to revenue recognised during the year in accordance with Ind AS 115. • Assessing the revenue recognized with substantive analytical procedures.

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 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 Indian Accounting Standards (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 of the Company 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 financial controls 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 with reference to standalone 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 the management''s/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, to the extent applicable.

II. As required by Section143(3) of the Act, we report that:

a) We have sought and except for the possible effects of the matters described in the ''Basis for qualified opinion'' paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) Except for the possible effects of the matters described in the ''Basis for qualified opinion'' section, 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 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) Except for the possible effects of the matters described in the ''Basis for qualified opinion'' paragraph, 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 the ''Basis for qualified opinion'' paragraph above, in our opinion, 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 2024 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164 (2) of the Act;

g) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the ''Basis for qualified opinion'' paragraph above;

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 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 remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

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 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 2024;

iv. (a) The Management has represented that,

to the best of its knowledge and belief as disclosed in note 59(a) of 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 59(b) of 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.

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 2024, 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 software (Refer Note 62 to the standalone financial statements). Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended 31 March 2024.

For Ford Rhodes Parks & Co. LLP

Chartered Accountants

Firm Registration Number 102860W/W100089

Nitin Jain

Partner

Membership Number 215336

Mumbai, 28 May 2024

UDIN: 24215336BKHCHA6524

---

Mar 31, 2023

Zee Learn Limited

1. Qualified opinion

We have audited the accompanying standalone financial
statements of Zee Learn Limited ("the Company"), which
comprise the balance sheet as at 31 March 2023, the statement
of profit and loss (including other comprehensive income), the
statement of changes in equity and the statement of cash flows
for the year then ended, and notes to the standalone financial
statements, including a summary of the significant 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, except for the
possible effects of the matters described in the ''Basis
for qualified opinion'' section of our report, 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 2023, and its loss, total comprehensive loss, changes
in equity and its cash flows for the year ended on that date.

2. Basis for qualified opinion

a) As stated in note 57 of the standalone financial
statements, Yes Bank Limited (Yes Bank) had invoked
the Corporate Guarantee issued by the Company
and its subsidiary i.e. Digital Ventures Private Limited
(DVPL) upon non-repayment of credit facilities
availed by Four Trusts/entity, and called upon the
Company and DVPL to make payment of an amount of
Rs. 44,962.56 lakhs (including interest and other
charges upto 31 July 2021). As further stated in the note,
the Company and DVPL have received notices from
Yes Bank regarding filing of petitions under section 7
of the Insolvency and Bankruptcy Code, 2016 (IBC) to
initiate Corporate Insolvency Resolution Process (CIRP)
of the Company and DVPL (as corporator guarantors)
before the Hon''ble National Company Law Tribunal
("NCLT"), Mumbai. Also as stated in the said note,
Yes Bank vide its letters dated 30 December 2022 has
informed the Company and DVPL that it has assigned
and transferred the above credit facilities to J.C. Flowers
Asset Reconstructions Private Limited (J.C. Flowers) and

the amount outstanding therein as at 30 November
2022 is Rs. 52,254.63 lakhs (including interest and penal
charges). However, the Company has not received any
definitive document in support of such assignment
for each of the credit facilities. As further explained in
the said note, on 10 February 2023 the Hon''ble NCLT
admitted the application filed by Yes Bank against the
Company and DVPL and ordered the commencement
of the CIRP under the IBC. However, an appeal was filed
before the Hon''ble National Company Law Appellate
Tribunal ("NCLAT") by the Company and NCLAT vide its
order dated 16 February 2023 set aside the impugned
order dated 10 February 2023 passed by the NCLT and
disposed off the appeal in accordance with law. As
further explained in the said note, subsequently J.C.
Flowers filed Special Leave Petition (SLP) in the Hon''ble
Supreme Court for setting aside of the final order dated
16 February 2023 passed by NCLAT. On 29 March
2023, the Hon''ble Supreme Court allowed the SLP and
stayed the further proceedings of NCLT and the matter
is currently pending for hearing before the Hon''ble
Supreme Court.

As further stated in the said note, the four trusts/entity
have started running their operations effectively under
the brick and mortar model and, further since the
above CIRP matter of the Company is sub-judice, and
considering revival of education industry post Covid-19
pandemic, the Company is of the opinion that no
liability is required to be provided as at 31 March 2023.

Despite the above invocation of Corporate Guarantee
and further proceedings of CIRP, the Company has not
provided for any liability against the invocation of the
Corporate Guarantee as at 31 March 2023 as required
by the applicable Indian Accounting Standard (Ind AS).
Further, in the absence of sufficient and appropriate
evidence to corroborate the management''s conclusion
on non-recognition of the liability towards Corporate
Guarantee invocation, we are unable to comment upon
adjustments, if any, on the net loss, total comprehensive
loss for the year ended 31 March 2023 and the financial
position of the Company as at 31 March 2023.

b) As stated in note 33 of the standalone financial
statements, one of the subsidiaries viz. Digital Ventures
Private Limited (DVPL) had defaulted in repayment of
loans availed from two Lenders. In this regard, one
of the Lenders vide its notice dated 14 February 2022
issued to the Company had invoked the Corporate
Guarantee issued by the Company on behalf of DVPL,
and called upon the Company to pay an amount of Rs.

9,162 lakhs outstanding as at 30 June 2021 with further
interest w.e.f. 01 July 2021 as per the terms of the
sanction letter. As further stated in said note, during the
year, the Company has also received notice from the
other Lender invoking the Corporate Guarantee issued
by the Company on behalf of DVPL, and called upon
the Company to pay an amount of Rs. 2,299.59 lakhs
outstanding as at 30 June 2021.

As stated in the said note, Covid-19 Pandemic had
caused disruption in the activities especially in the
education sector, however, the schools have opened up
and students are being enrolled. Further as stated in
the said note, DVPL has started making repayment of its
loan through an agreed mechanism as per discussions
with the Lenders. In view of above, the Company is of
the opinion that no liability is required to be provided
as at 31 March 2023.

However, the Company has not provided for liability
against above invocation of the Corporate Guarantees
as at 31 March 2023 as required by the applicable Indian
Accounting Standard (Ind AS). Further, in the absence
of sufficient and appropriate evidence to corroborate
management''s conclusion on the non-recognition of the
liability, we are unable to comment upon adjustments,
if any, on the net loss, total comprehensive loss for the
year ended 31 March 2023 and the financial position of
the Company as at 31 March 2023.

c) As stated in note 43(i) of the standalone financial
statements, the Company has investments in its
wholly owned subsidiary viz Digital Ventures Private
Limited (DVPL) in the form of Equity shares, Convertible
Debentures and Preference shares (including redemption
premium) of Rs 45,202.62 lakhs, loan and receivables of
Rs. 11,377.05 lakhs aggregating to Rs. 56,579.67 lakhs
outstanding as at 31 March 2023. Further, as stated in
the said note, the Company had in earlier years given
loan to DVPL to support school operations and on
account of delays in recovery of the loan, the Company
had provided Rs. 11,000 lakhs towards impairment loss
under the expected credit loss model against the said
loan and the same was shown as Exceptional Item in the
standalone financial statements for the year ended 31
March 2022. As further explained in the said note, there
are ongoing proceedings against DVPL w.r.t. Corporate
Insolvency Resolution Process (CIRP) under Section
7 of the Insolvency and Bankruptcy Code, 2016 (IBC)
before the Hon''ble National Company Law Tribunal,
Mumbai ("NCLT"), and accordingly, the Company out of
abundant caution and prudent accounting practices,
has provided Rs. 10,855.01 lakhs towards impairment
of its investments (including redemption premium) in
DVPL and the same has been shown as Exceptional Item
during the year ended 31 March 2023.

DVPL defaulted in repayment of its loans availed from two
lenders and w.r.t. the said loans, the lenders invoked the
Corporate Guarantees given by the Company on behalf of
DVPL (Refer note 33 of the standalone financial statements).
Further, Yes bank Limited had also invoked Corporate
Guarantee issued by the Company and DVPL w.r.t. credit
facilities availed by four trusts/entity, and petitions have
been filed by Yes Bank Limited against the Company
and DVPL (as corporate guarantors) initiating Corporate
Insolvency Resolution Process (CIRP) under section 7 of the
IBC (Refer note 57 of the standalone financial statements).
Accordingly, owing to above events and uncertainties,
and further in the absence of sufficient and appropriate
evidence to substantiate management''s basis for providing
partial amount of Rs. 10,855.01 lakhs towards impairment
of its investment in DVPL, we are unable to comment on
the appropriateness of the balance carrying value of its
investment and outstanding receivables in DVPL and its
consequential impact on the net loss, total comprehensive
loss for the year ended 31 March 2023 and the financial
position of the Company as at 31 March 2023.

Our Opinion on the audited standalone financial statements
for the previous year ended 31 March 2022 was also qualified
in respect of the matters stated in para (a) and (b) above.

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 responsibility 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 qualified
audit opinion on the standalone financial statements.

3. Material Uncertainty relating to Going
Concern

As stated in note 46 of the standalone financial statements,
the Covid-19 pandemic had caused an adverse impact on
the business operations of the Company and its financial
health. Also, the Company and its subsidiaries default-ed
in repayments of their debt and other obligations. Further
as stated in para (a) and (b) above under Basis for qualified
opinion, the Corporate Guarantees issued by the Company
and its subsidiary, were invoked by the lenders amounting to
Rs. 63,716.22 lakhs and one of the lenders also filed a petition

initiating Corporate Insolvency Resolution Process (CIRP) of the
Company and its subsidiary (as corporate guarantors) before
the Hon''ble National Company Law Tribunal (NCLT). These
events indicate the existence of material uncertainty that may
cast significant doubt on the Company''s ability to continue
as a going concern. However, considering the management''s
reevaluation and conclusion that the Company will have
sufficient liquidity to continue its operations, demand for its
product portfolio, improvement in projected cashflows and
further based on business potential and the mitigating steps
taken by the Company, the standalone financial statements
have been prepared on going concern basis.

Our opinion is not modified in respect of the above matter

4. 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 2023. 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 matters described in the ''Basis for qualified opinion'' section, we have determined the matters described below
to be the key audit matters to be communicated in our report.

Key Audit Matter

Auditor''s Response

Revenue recognition (Refer notes 2(A)(o), 25 and 42 of the standalone financial statements) Revenue is a key business driver for the Company and is therefore, susceptible to misstatement. Revenue recognition under Ind AS 115, ''Revenue from contracts with customers'' (''Ind AS 115'') involves significant judgement by the management in identification of separate performance obligations in contracts with multiple performance obligations, determining transaction price, allocation of such transaction price to the identified performance obligations to ensure the revenue is booked in correct periods. Further cut off is the key assertion in so far as revenue recognition is concerned and the revenue is also deferred for part services which have not been rendered. Considering significant volume of transactions, the materiality of amount involved, and significant judgements involved as mentioned above, revenue recognition was identified as a key audit matter in our audit of the standalone financial statements.

Our audit procedures included, but were not limited, to the following: • Obtained and updated our understanding of the revenue business process. • Assessed the appropriateness of Company''s revenue recognition policy prepared as per Ind AS 115. • Evaluated and verified the key controls over the recognition and measurement of revenue. • Evaluated the appropriateness of disclosures made in the Standalone financial statements with respect to revenue recognised during the year in accordance with Ind AS 115. • Assessing the revenue recognized with substantive analytical procedures.

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
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, cash
flows and changes in equity of the Company in accordance
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.

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 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.

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 financial controls
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 with
reference to standalone 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 management''s 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, to the
extent applicable.

II. As required by Section143(3) of the Act, we report that:

a) We have sought and except for the possible
effects of the matters described in the ''Basis for
qualified opinion'' paragraph, obtained all the
information and explanations which to the best of
our knowledge and belief were necessary for the
purposes of our audit;

b) Except for the possible effects of the matters
described in the ''Basis for qualified opinion'' section,
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 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) Except for the possible effects of the matters
described in the ''Basis for qualified opinion''
paragraph, 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 the ''Basis for qualified
opinion'' paragraph above, in our opinion, 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
2023 and taken on record by the Board of Directors,

none of the directors is disqualified as on 31 March
2023 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 the ''Basis for qualified opinion''
paragraph above;

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 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
remuneration paid by the Company to its directors
during the year is in accordance with the provisions
of Section 197 of the Act.

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 58(a) of 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 58(b) of 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.

vi. Proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 for maintaining books
of account using accounting software which
has a feature of recording audit trail (edit log)
facility is applicable to the Company with effect
from April 1, 2023, and accordingly, reporting
under Rule 11(g) of Companies (Audit and
Auditors) Rules, 2014 is not applicable for the
financial year ended 31 March 2023.

For Ford Rhodes Parks & Co. LLP

Chartered Accountants

Firm Registration Number 102860W/W100089

Nitin Jain

Mumbai, 25 May 2023

UDIN: 23215336BGXFAS3272

Partner

Membership Number 215336

---

Mar 31, 2018

1. Report on the Standalone Ind AS financial statements

We have audited the accompanying Standalone Ind AS Financial Statements of Zee Learn Limited (‘the Company’), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Cash Flows and the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information (herein after referred to as “Standalone Ind AS Financial Statements”).

2. Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 (“ the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act.

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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2018, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

5. Other Matters

The comparative financial information of the Company for the year ended 31 March, 2017 and the transition date opening balance sheet as at 1 April, 2016 included in these standalone Ind AS financial statements, are based on the statutory financial statements prepared in accordance with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016 audited by us whose report for the year ended 31 March, 2017 and 31 March, 2016 dated 25 April,2017 and 13 May, 2016 respectively expressed an unmodified opinion on those standalone financial statements as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our opinion on the standalone Ind AS financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of these matters.

6. Report on Other Legal and Regulatory Requirements

I. As required by the Companies (Auditor’s Report) Order, 2016 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 Section 143 (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;

c) The balance sheet, the statement of profit and loss (including other comprehensive income), statement of cash flows and the statement of changes in equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors as on 31 March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”; 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, Companies (Accounting Standards) Amendment Rules, 2016 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 Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts having any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company; and

Annexure referred to in paragraph 6(I) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date to the members of the Company on the standalone Ind AS financial statements for the year ended 31 March, 2018.

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All the fixed assets have been physically verified by the management during the year which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Discrepancies noticed on such verification, which are not material, have been properly dealt with in the books of account.

(c) According to the information and explanations given to us and on the basis of our examination of records, the title deeds of immovable properties are not available for verification for freehold land having Gross block / Net block of Rs. 5.85 lakhs

ii. The physical verification of inventory including stocks lying with third parties have been conducted by the Management during the year at reasonable intervals. In respect of inventory lying with third parties, these have been confirmed by them. As explained to us, no material discrepancies were noticed on physical verification as compared to book records.

iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, in respect of loans and investments made and guarantees provided by it.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under Section 148(1) of the Act and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however not made a detailed examination of such records with a view to determine whether they are accurate or complete.

vii. According to the records of the Company, examined by us and information and explanations given to us:

a) Undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, service tax, goods and service tax, duty of customs, duty of excise, value added tax, cess and others as applicable have generally been regularly deposited with the appropriate authorities. There are no undisputed amounts payable in respect of aforesaid dues outstanding as at 31 March,2018 for a period of more than six months from the date they became payable.

b) There are no amounts on account of goods and service tax, duty of customs and duty of excise which are yet to be deposited on account of any dispute. The disputed dues of service tax, sales tax and value added tax which have not been deposited are as under:

Name of the Statute	Nature of the Dues	Amount in	Period to which the	Forum where dispute is
		(Rs./lakhs)	amount relate	pending
Maharashtra Value Added Tax Act, 2002	Value Added Tax	74.64	F.Y. 2005-2006	Deputy Commissioner of Sales Tax
	Value Added Tax -	46.55	F.Y. 2005-2006
	Penalty
Maharashtra Value Added Tax Act, 2002	Value Added Tax	42.85	F.Y. 2010-2011	Joint Commissioner of Sales Tax
Maharashtra Value Added Tax Act, 2002	Value Added Tax	0.89	F.Y. 2010-2011	Deputy Commissioner of Sales Tax
Maharashtra Value Added Tax Act, 2002	Value Added Tax	41.08	F.Y. 2012-2013	Joint Commissioner of Sales Tax
Central Sales Tax Act, 1956	Sales Tax	14.73	F.Y. 2010-2011	Deputy Commissioner of Sales Tax
Central Sales Tax Act, 1956	Sales Tax	49.95	F.Y. 2005-2006	Deputy Commissioner of Sales Tax
Central Sales Tax Act, 1956	Sales Tax	90.81	F.Y. 2010-2011	Joint Commissioner of Sales Tax
Central Sales Tax Act, 1956	Sales Tax	50.49	F.Y. 2012-2013	Joint Commissioner of Sales Tax

Central Excise Act, 1944	Service Tax	1.61	F.Y. 2011-2012	Customs, Excise and Service Tax Appellate Tribunal
Central Excise Act, 1944	Service Tax	2.65	F.Y. 2012-2013	Customs, Excise and Service Tax Appellate Tribunal
Central Excise Act, 1944	Service Tax	7.24	F.Y. 2012-2013	Customs, Excise and Service Tax Appellate Tribunal
Central Excise Act, 1944	Service Tax	17.90	F.Y. 2009-2010 to F.Y. 2011-2012	Customs, Excise and Service Tax Appellate Tribunal
Central Excise Act, 1944	Service Tax	19.49	F.Y. 2007-2008 to F.Y. 2010-2011	Customs, Excise and Service Tax Appellate Tribunal
Central Excise Act, 1944	Service Tax	553.87	F.Y. 2011-2012 to F.Y. 2014-2015	Commissioner Central Goods and Service Tax
	Service Tax- Penalty	553.88	F.Y. 2011-2012 to F.Y. 2014-2015

viii. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to banks and debenture holders. The Company does not have any loans from Government.

ix. In our opinion and according to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments). The term loans raised during the year have been applied for the purposes for which they were raised.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have been informed of any such case by the Management.

xi. According to the records of the Company examined by us, and information and explanations given to us, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company and the Nidhi Rules, 2014 are not applicable to it.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act and details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable Indian accounting standards.

xiv. According to the records of the Company examined by us, and information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv. According to the records of the Company examined by us, and information and explanations given to us, the Company has not entered into non-cash transactions with directors or persons connected with him.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) as referred to in paragraph 6(f) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date to the members of the Company on the standalone Ind AS financial statements for the year ended 31 March, 2018.

We have audited the internal financial controls over financial reporting of Zee Learn Limited (“the Company”) as of 31 March, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For MGB & Co LLP

Chartered Accountants

Firm Registration Number 101169W/W-100035

Sanjay Kothari

Partner

Membership Number 048215

Place: Mumbai

Date: 7 May 2018

---

Mar 31, 2017

Independent Auditor’s Report

To,

The Members of Zee Learn Limited 1. Report on the Standalone Financial Statements

We have audited the accompanying Standalone Financial Statements of Zee Learn Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (herein after referred to as “standalone financial statements”).

2. 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 Companies Act, 2013 (“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 and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016. 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.

3. Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

4. Opinion

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2017 and its profit and its cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

I. As required by the Companies (Auditor’s Report) Order, 2016 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 paragraphs 3 and 4 of the Order.

II. As required by Section 143 (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;

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement 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 Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016.;

e) On the basis of the written representations received from the directors as on 31 March 2017 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”; 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, 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 financial statements - Refer Note 31 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts having any material foreseeable losses; and

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the standalone financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016, on the basis of information available with the Company. Based on audit procedures, and relying on management’s representation, we report that disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management. Refer Note 35 to the standalone financial statements.

Annexure referred to in Paragraph 5(I) under "Report on Other Legal and Regulatory Requirements” of our report of even date to the members of the Company on the standalone financial statements for the year ended 31 March 2017.

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All the fixed assets have been physically verified by the management during the year which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Discrepancies noticed on such verification, which are not material, have been properly dealt with in the books of account.

(c) According to the information and explanations given to us and on the basis of our examination of records, the title deeds of immovable properties are not available for verification for freehold land having Gross block / Net block of Rs. 5.85 lacs.

ii. The physical verification of inventory including stocks lying with third parties have been conducted by the Management at reasonable intervals during the year. In respect of inventory lying with third parties, these have been confirmed by them. As explained to us, no material discrepancies were noticed on physical verification as compared to book records.

iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, in respect of loans/guarantees given, investments made and securities provided by it.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government under Section 148(1) of the Act and are of the opinion that prima facie the prescribed accounts have been made and maintained. We have however not made a detailed examination of such records with a view to determine whether they are accurate or complete.

vii. According to the records of the Company, examined by us and information and explanations given to us:

a) Undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and others as applicable have generally been regularly deposited with the appropriate authorities. There are no undisputed amounts payable in respect of aforesaid dues outstanding as at 31 March 2017 for a period of more than six months from the date they became payable.

b) There are no amounts on account of duty of customs and duty of excise which are yet to be deposited on account of any dispute. The disputed dues of service tax, sales tax, value added tax and income tax which have not been deposited are as under:

Name of the Statute	Nature of the Dues	Amount in (Rs./lakhs)	Period to which the amount relate	Forum where dispute is pending
Maharashtra Value Added Tax Act, 2002	Value Added Tax (including interest) Value Added Tax - Penalty	74.64 46.55	F.Y. 2005-2006 F.Y. 2005-2006	Assistant Commissioner of Sales Tax
Maharashtra Value Added Tax Act, 2002	Value Added Tax	43.10	F.Y. 2010-2011	Deputy Commissioner of Sales Tax
Central Sales Tax Act, 1956	Sales Tax	49.95	F.Y. 2005-2006	Assistant Commissioner of Sales Tax
Central Sales Tax Act, 1956	Sales Tax	99.32	F.Y. 2010-2011	Deputy Commissioner of Sales Tax
Central Sales Tax Act, 1956	Sales Tax	74.55	F.Y. 2011-2012	Deputy Commissioner of Sales Tax
Central Excise Act,1944	Service tax Service Tax -Penalty	1.79 0.10	F.Y. 2011-2012 F.Y. 2011-2012	Deputy commissioner of service tax
Central Excise Act,1944	Service tax	2.95	F.Y. 2012-2013	Assistant Commissioner of service tax
	Service Tax -Penalty	0.10	F.Y. 2012-2013
Central Excise Act,1944	Service tax	9.04	F.Y. 2012-2013	Additional Commissioner of Service tax
	Service Tax -Penalty	1.00	F.Y. 2012-2013
Central Excise Act,1944	Service tax	57.87	F.Y.2009-2010 to	Additional Commissioner of Service tax
	Service Tax -Penalty	57.97	F.Y. 2011-2012
Central Excise Act,1944	Service tax	21.66	F.Y. 2007-2008 to	Additional Commissioner of Service tax
	Service Tax -Penalty	21.66	F.Y. 2010-2011
Central Excise Act,1944	Service tax-Show Cause cum Demand Notice	553.88	F.Y. 2011-2012 to F.Y. 2014-2015	Additional Director General
The Income Tax Act, 1961	Income Tax	16.51	F.Y. 2010-2011	Income Tax Officer

viii. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to banks and debenture holders. The Company does not have any loans from Government.

ix. In our opinion and according to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and terms loans during the year.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have been informed of any such case by the Management.

xi. According to the records of the Company examined by us, and information and explanations given to us, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company and the Nidhi Rules, 2014 are not applicable to it.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

xiv. According to the records of the Company examined by us, and information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv. According to the records of the Company examined by us, and information and explanations given to us, the Company has not entered into non-cash transactions with directors or persons connected with him.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act”) as referred to in paragraph 5(II)(f) under ‘‘Report on Other Legal and Regulatory Requirements” of our report of even date to the members of the Company on the standalone financial statements for the year ended 31 March 2017.

We have audited the internal financial controls over financial reporting of Zee Learn Limited (“the Company”) as of 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For MGB & Co LLP

Chartered Accountants

Firm Registration Number 101169W/W-100035

Sanjay Kothari

Partner

Membership Number 048215

Mumbai, 25 April 2017

---

Mar 31, 2016

To,

The Members of Zee Learn Limited 1. Report on the Standalone Financial Statements

We have audited the accompanying Standalone Financial Statements of Zee Learn Limited (“the Company”), which comprise the Balance Sheet as at 31 March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. 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 Companies Act, 2013 (“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 and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

4. Opinion

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March, 2016 and its profit and its cash flows for the year ended on that date.

5. Emphasis of Matter

We draw attention to Note 37 to the audited standalone financial results regarding insurance claim receivable. The loss, if any will be accounted on final settlement of claim by insurance company.

Our opinion is not modified in respect of the above matter

6. Report on Other Legal and Regulatory Requirements

I. As required by the Companies (Auditor''s Report) Order, 2016 issued by the Central Government of India in terms of Section 143(11) of the Act (hereinafter referred to as 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 paragraphs 3 and 4 of the Order.

II. As required by Section 143 (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;

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement 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 Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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 March, 2016 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”; 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, 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 financial statements - Refer Note 31 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts having any material foreseeable losses; and

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure - A to the Independent Auditor’s Report Annexure referred to in Paragraph 6(I) under the heading of "Report on Other Legal and Regulatory Requirements” of our report of even date to the members of Zee Learn Limited on the standalone financial statements for the year ended 31 March, 2016, we report that:

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Discrepancies noticed on such verification, which are not material, have been properly dealt with in the books of account.

(c) According to the information and explanations given to us and on the basis of our examination of records, the title deeds of immovable properties are not available for verification for freehold land having Gross block / Net block of Rs. 5.85 lacs.

ii. The physical verification of inventory including stocks lying with third parties have been conducted by the Management at reasonable intervals during the year. In respect of inventory lying with third parties, these have been confirmed by them. As explained to us, no material discrepancies were noticed on physical verification as compared to book records.

iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to the loans/guarantees given, investments made and securities provided.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act.

vi. We have broadly reviewed the cost records maintained by the Company prescribed by the Central Government under Section 148(1) of the Act and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however not made a detailed examination of such records with a view to determine whether they are accurate or complete.

vii. According to the records of the Company, examined by us and information and explanations given to us:

a) Undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and others as applicable have generally been regularly deposited with the appropriate authorities. There are no undisputed amounts payable in respect of aforesaid dues outstanding as at 31 March, 2016 for a period of more than six months from the date they became payable.

b) There are no amounts on account of duty of customs and duty of excise which are yet to be deposited on account of any dispute. The disputed dues of service tax, sales tax, value added tax and income tax which have not been deposited are as under:

Name of the Statute	Nature of the Dues	Amount in (Rs./lacs)	Period to which the amount relate	Forum where dispute is pending
Maharashtra Value Added Tax Act, 2002	Value Added Tax Value Added Tax - Penalty	75.64 46.55	F.Y. 2005-2006	Deputy Commissioner of Sales Tax (Appeals)
Central Sales Tax Act, 1956	Sales Tax	3.44 6.16 52.95	F.Y. 2003-2004 F.Y. 2004-2005 F.Y. 2005-2006	Deputy Commissioner of Sales Tax (Appeals)
Central Sales Tax Act, 1956	Sales Tax	74.55	F.Y. 2011-2012	Joint Commissioner of Sales Tax (Appeals)
Bombay Sales Tax Act, 1959	Sales Tax	3.07 3.67 6.66	F.Y. 2002-2003 F.Y. 2003-2004 F.Y. 2004-2005	Deputy Commissioner of Sales Tax (Appeals)
Central Excise Act,1944	Service tax	57.87	F.Y.2009-2010 to F.Y. 2011-2012	Commissioner of Service tax
Central Excise Act,1944	Service tax Service Tax -Penalty	21.66 21.66	F.Y. 2007-2008 to F.Y. 2010-2011	Commissioner of Central Excise (Appeals)
Central Excise Act,1944	Service tax Service Tax -Penalty	1.79 0.10	F.Y. 2011-2012	Commissioner of Central Excise (Appeals)
Central Excise Act,1944	Service tax	2.95	F.Y.2012-13	Commissioner of Service Tax (Appeals)
Central Excise Act,1944	Service tax	9.04	F.Y.2012-13	Additional Commissioner of Service Tax
The Income Tax Act, 1961	Income Tax	16.51	F.Y. 2010-11	Income Tax Officer

viii. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to financial institutions or banks and debenture holders. The Company does not have any loans from Government.

ix. In our opinion and according to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and terms loans during the year.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have been informed of any such case by the Management.

xi. According to the records of the Company examined by us, and information and explanations given to us, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company and the Nidhi Rules, 2014 are not applicable to it.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv. According to the records of the Company examined by us, and information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv. According to the records of the Company examined by us, and information and explanations given to us, the Company has not entered into non-cash transactions with directors or persons connected with him.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Annexure - B to the Independent Auditor’s Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act”) as referred to in paragraph 6(II)(f) of the Independent Auditor’s Report of even date to the members of the Zee Learn Limited on the standalone financial statements for the year ended 31 March, 2016.

We have audited the internal financial controls over financial reporting of Zee Learn Limited (“the Company”) as of 31 March, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

For MGB & Co. LLP

Chartered Accountant

Firm Registration Number 101169W/W-100035

Sanjay Kothari

Partner

Membership Number 048215

Mumbai, 13 May, 2016

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Mar 31, 2015

1. We have audited the accompanying standalone financial statements of Zee Learn Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement forthe year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility forthe Standalone Financial Statements

2. The Company's Board of Directors is responsible forthe matters stated in Section 134 (5) of the Companies Act, 2013 ("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 and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whetherdue to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

4. 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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015, and its profit and its cash flows forthe year ended on that date.

Report on Other Legal and Regulatory requirements

5. As required by the 'Companies (Auditor's Report) Order, 2015' issued by the Central Government of India in terms of Section 143 (11) of the Act (hereinafter referred to as 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 statement on the matters specified in paragraphs 3 and 4 of the Order.

6. As required by Section 143 (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;

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement 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 Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act;

f) 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, 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 financial statements - Refer Note 30 to the financial statements;

ii. The Company did not have any long term contracts including derivative contracts which there were any material foreseeable losses; and

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure referred to in Paragraph 6 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Zee Learn Limited on the standalone financial statements for the year ended 31 March 2015.

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) The fixed assets have been physically verified by the management during the year as per the phased program designed to cover all the fixed assets over a period. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and nature of its assets. As informed to us, no discrepancies were noticed on such verification.

(ii) (a) In our opinion and according to the information and explanations given to us, the inventory except those lying with third parties has been physically verified by the management at reasonable intervals during the year. In respect of stock lying with third parties, certain confirmations are yet to be obtained.

(b) In our opinion, except as given herein (a) above, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) As explained to us, the Company is maintaining proper records of inventories and discrepancies noticed on physical verification of inventories as compared to book records, which are not material, have been properly dealt with in the books of accounts.

(iii) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control systems in respect of the aforesaid areas.

(v) The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act and the rules framed thereunder to the extent notified.

(vi) We have broadly reviewed the cost accounting records maintained by the Company prescribed by the Central Government under Section 148 (1) of the Act and are of the opinion that prima facie the prescribed cost records have been maintained. However, we are neither required to carry out nor have carried out detailed examination of such cost accounting records with a view to determine whether they are accurate or complete.

(vii) According to the records of the Company, examined by us and information and explanations given to us:

(a) Undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, duty of excise, value added tax, cess and others as applicable have generally been deposited regularly with the appropriate authorities except delay in few cases. There are no undisputed amounts payable in respect of aforesaid dues outstanding as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) The dues of service tax, sales tax, value added tax and income tax which are not deposited on account of any dispute are as under:

Name ofthe Statute Nature of the Dues Amount Period to which (Rs in lakhs) the amount relate

Maharashtra Value Sales Tax 75.64 F.Y. 2005-2006

Added Tax Act, 2002 Sales Tax-Penalty 46.55 F.Y. 2005-2006

Central Sales Tax Sales Tax 3.44 F.Y. 2003-2004 Act, 1956 6.16 F.Y. 2004-2005

52.95 F.Y. 2005-2006

89.55 F.Y. 2011-2012

Bombay Sales Tax Sales tax 3.07 F.Y. 2002-2003 Act, 1959 3.67 F.Y. 2003-2004

6.36 F.Y. 2004-2005

Central Excise Service tax 57.87 F.Y. 2009-2010 Act, 1944 to F.Y. 2011-2012

21.66 F.Y. 2007-2008 to F.Y. 2010-2011

1.89 F.Y. 2011-2012

2.95 F.Y.2012-2013

9.04 F.Y.2012-2013

The Income Tax Income Tax 16.51 F.Y. 2010-2011 Act, 1961

Name of the Statute Forum where dispute is pending

Maharashtra Value Added Deputy Commissioner Sales Tax (Appeals) Tax Act, 2002

Central Sales Tax Act, 1956 Deputy Commissioner Sales Tax (Appeals)

Joint Commissioner of Sales Tax (Appeals)

Bombay Sales Tax Act, 1959 Deputy Commissioner of Sales Tax (Appeals)

Central Excise Act, 1944 Commissioner of Service tax

Assistant Commissioner of Service Tax

Additional Commissioner of Service Tax

The Income Tax Act, 1961 Income Tax Officer

does not include penalty of Rs./lakhs 21.66

(c) There were no amounts required to be transferred to the Investor Education and Protection Fund in accordance with the provisions of the Companies Act, 1956 and the rules made thereunder.

(viii) The Company does not have accumulated losses exceeding fifty percent of its networth at the end of the financial year. The Company has not incurred any cash losses during the current financial year but had incurred cash losses in the immediately preceding financial year.

(ix) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to banks, financial institutions and debenture holders during the year.

(x) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by a subsidiary from banks are prima facie not prejudicial to the interests of the Company.

(xi) The Company has not taken any term loan during the year.

(xii) Based on the audit procedures performed and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For MGB&Co. LLP Chartered Accountants Firm Registration Number 101169W/W-100035

Sanjay Kothari Partner Membership Number 048215

Mumbai, 27 May 2015

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Mar 31, 2014

Report on the Financial Statements

1. We have audited the accompanying financial statements of Zee Learn Limited ("the Company") which comprise the Balance Sheet as at 31 March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control 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.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2014;

(b) In the case of the Statement of Profit and Loss, of the Loss of the Company for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), issued by the Central Government of India in terms Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. As required by Section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this report comply with the applicable Accounting Standards referred to in sub-section (3C) of Section 211 of the Act read with the General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and other principles generally accepted in India.

(e) On the basis of written representation received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2014, from being appointed as a director in terms of Section 274(1)(g) of the Act.

Annexure referred to in Paragraph 8 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date.

(I) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) All the fixed assets have been physically verified by the management during the year. In our opinion, this periodicity of the physical verification is reasonable having regards to the size of the Company and nature of its assets. Discrepancies noticed on such verification, which are not material, have been properly dealt with in the books of accounts.

(c) In our opinion, the Company has not disposed off substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

(ii) (a) The inventory has been physically verified (television content verified with reference to title document / agreements except training equipments lying with third parties) by the management at reasonable intervals during the year.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion, the Company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification as compared to the book records.

(iii) (a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

(b) According to the information and explanations given to us, the Company has taken interest free unsecured loan from a Company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year is Rs. lakhs 9,262.50 and there is no amount outstanding at the year-end.

(c) In our opinion and according to the information and explanations given to us, the other terms and conditions on which loans have been taken from Companies covered in the register maintained under Section 301 of the Companies Act, 1956 are prima- facie not prejudicial to the interest of the Company.

(d) The Company is regular in repayment of the loan taken considering the terms of the loan.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system in respect of the aforesaid areas.

(v) According to the information and explanations given to us, there are no contracts or arrangements the particulars of which are required to be entered into the register maintained in pursuance to Section 301 of the Act except matters covered in paragraph (iii) above.

(vi) The Company has not accepted any deposits from the public during the year.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We are informed that the Central Government has not prescribed the maintenance of the cost records under Section 209(1) (d) of the Companies Act, 1956 in respect of the Company''s activities.

(ix) According to the records of the Company examined by us and information and explanations given to us:

(a) Undisputed Statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and others as applicable have generally been regularly deposited with the appropriate authorities. There are no undisputed amounts payable in respect of the aforesaid dues outstanding as at 31 March, 2014 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, the dues of sales tax, income tax and service tax which are not deposited on account of any dispute are as under:

Name of the Statute Nature of the Dues Amount Period to which the Forum where dispute (Rs. lakhs) amount relate is pending

Maharashtra Sales Tax 75.64 F.Y. 2005-2006 Deputy Commissioner of Value Added Sales Tax- 46.55 F.Y. 2005-2006 Sales Tax (Appeals) Tax Act, 2002 Penalty

Central Sales Tax Sales Tax 3.44 F.Y. 2003-2004 Deputy Commissioner of Act, 1956 6.16 F.Y. 2004-2005 Sales Tax (Appeals) 52.95 F.Y. 2005-2006

Bombay Sales Tax Sales tax 3.07 F.Y. 2002-2003 Deputy Commissioner of Act, 1959 3.67 F.Y. 2003-2004 Sales Tax (Appeals) 6.66 F.Y. 2004-2005

Central Excise Service tax 57.87 F.Y. 2009-2010 to Commissioner of Act,1944 F.Y. 2011-2012 Service tax

Central Excise Service tax 21.66* F.Y. 2007-2008 to Additional Commissioner Act,1944 F.Y. 2010-2011 of Service tax

Central Excise Service tax 1.79 F.Y. 2011-2012 Assistant Commissioner Act,1944 of Service tax

Central Excise Service Tax 2.95 F.Y. 2012-2013 Assistant Commissioner Act,1944 of Service Tax

The Income Tax Income Tax 16.50 F.Y. 2010-2011 Income Tax Officer Act, 1961

* does not include penalty of Rs./lakhs 21.66.

(x) The Company has been registered for a period of less than five years. Hence, the requirement of Clause (x) of paragraph 4 of the said order is not applicable.

(xi) The Company has not defaulted in repayment of dues to banks, financial institutions and debenture holders during the year.

(xii) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or a nidhi / mutual benefit fund / society

(xiv) The Company is not dealing in or trading in shares, securities, debentures and other investments.

(xv) In our opinion, the terms and conditions of guarantees given by the Company for loans taken by a subsidiary are prima-facie not prejudicial to the interests of the Company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans raised during the year have been applied for the purpose for which they were raised.

(xvii) According to information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short term basis have not been used for long term investments.

(xviii) The Company has not made any preferential allotment of shares to companies or parties covered in the register maintained under Section 301 of the Act.

(xix) The Company has not issued any secured debentures during the year.

(xx) The Company has raised funds by issue of Global Depository Receipts, which have been utilized for the purposes for which they were raised as referred in Note 37.

(xxi) Based on the audit procedures performed and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For MGB & Co

Chartered Accountants

Firm Registration Number 101169W

Sanjay Kothari

Partner

Membership Number 048215

Mumbai, 29th May, 2014

---

Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying fnancial statements of Zee Learn Limited ("the Company") which comprise the Balance Sheet as at 31 March 2013, the Statement of Proft and Loss and Cash Flow Statement for the year then ended and a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these fnancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the fnancial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the fnancial statements.

5. We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the said fnancial statements together with the notes thereon, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2013;

b) In the case of the Statement of Proft and Loss, of the Loss of the Company for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash fows of the Company for the year ended on that date.

Emphasis of Matter

7. We draw attention to Note 26 regarding remuneration paid / provided in respect of whole-time director of the Company, in excess of the limits prescribed under Section 198 read with schedule XIII to the Act, which is subject to the approval of the Central Government.

Our opinion is not qualifed in respect of the above matter.

Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), issued by the Central Government of India in terms Section 227 (4A) of the Act, we give in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the Order.

9. As required by Section 227(3) of the Act, we report that:

(i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) The Balance Sheet, Statement of Proft and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Statement of Proft and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in Section 211 (3C) of the Act; and

(v) On the basis of written representation received from the directors as at 31 March 2013 and taken on record by the Board of Directors, none of the directors is disqualifed as at 31 March 2013, from being appointed as a director in terms of Section 274 (1) (g) of the Act.

Annexure referred to in Paragraph (8) under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fxed assets.

(b) All the fxed assets, except training equipments lying with third parties, have been physically verifed by the management during the year. In our opinion, this periodicity of physical verifcation is reasonable having regard to the size of the Company and the nature of its assets. Discrepancies noticed on such verifcation, which are not material, have been properly dealt with in the books of accounts.

(c) In our opinion, the Company has not disposed off substantial part of its fxed assets during the year and the going concern status of the Company is not affected.

2) (a) The inventory has been physically verifed (television content verifed with reference to title documents/agreements) by the management at reasonable intervals during the year.

(b) In our opinion, the procedures of physical verifcation of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion, the Company has maintained proper records of inventory. As explained to us, there were no discrepancies noticed on physical verifcation as compared to the book records.

3) (a) The Company has not granted any loan, secured or unsecured, to companies, frms or other parties covered in the register maintained under Section 301 of the Act.

(b) The Company has not taken any loan, secured or unsecured, from companies, frms or other parties covered in the register maintained under Section 301 of the Act.

4) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fxed assets and sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system in respect of the aforesaid areas.

5) According to the information and explanations given to us, there are no contracts or arrangements the particulars of which are required to be entered into the register maintained in pursuance to Section 301 of the Act.

6) The Company has not accepted any deposits from the public during the year.

7) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8) We are informed that the Central Government has not prescribed the maintainence of cost accounting records under Section 209(1)(d) of the Act in respect of the Company''s activities.

9) According to the records of the Company examined by us and information and explanations given to us:

(a) Undisputed Statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and others as applicable have generally been regularly deposited with the appropriate authorities. There are no undisputed amounts payable in respect of the aforesaid dues outstanding as at 31 March, 2013 for a period of more than six months from the date they became payable.

10) The Company has been registered for a period of less than fve years and hence the requirement of clause (x) of paragraph 4 of the said order is not applicable.

11) The Company has not defaulted in repayment of dues to banks, fnancial institutions and debenture holders during the year.

12) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13) The Company is not a chit fund or a nidhi / mutual beneft fund /society

14) The Company is not dealing in or trading in shares, securities, debentures and other investments.

15) In our opinion, the terms and conditions of guarantees given by the Company for loans taken by subsidiaries are prima- facie not prejudicial to the interests of the Company.

16) The term loan raised by the Company during the year has been utilized for the purpose it is raised.

17) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short term basis have not been used for long term investments.

18) The price at which shares are issued to parties covered in the registered maintained under Section 301 of the Act is prima-facie not prejudicial to the interests of the Company.

19) The Company has not issued any secured debentures during the year.

20) The Company has not raised any money by public issue during the year.

21) Based on the audit procedures performed and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For MGB & Co.

Chartered Accountants

Firm''s Registration Number 101169W

Sanjay Kothari

Partner

Membership Number 048215

Place: Mumbai

Date : 29 May 2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Zee Learn Limited ( ACI-the Company ACI-) as at 31 March, 2012, the Statement of Profit and Loss and the Cash Flow statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 (the 'Order') issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 ( ACI-the Act ACI-), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. We draw reference to

(a) Note 24 regarding Amalgamation of Essel Entertainment Media Limited with the Company w.e.f. close of 31 March, 2011 as per the Scheme of Amalgamation u/s 391 to 394 and other applicable provisions, approved by the Hon'ble High Court at Bombay and effect thereof is given in these financial statements as per the pooling of interest method prescribed by AS 14 and the resultant difference of Rs. 888,125,054 is adjusted against General Reserve.

(b) Note 26 regarding Managerial Remuneration for the year is subject to approval of Central Government

5. Further to our comments in the annexure referred to in paragraph (3) above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit ADs-

(b) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books ADs-

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow statement dealt with by this report are in agreement with the books of account ADs-

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow statement dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Act ADs-

(e) On the basis of written representations received from the directors, as at 31 March, 2012 and taken on record by the Board, we report that none of the Directors is disqualified as at 31 March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act ADs-

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together the significant accounting policies and notes thereon, give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2012 ADs-

(b) In the case of the Statement of Profit and Loss, of the Loss of the Company for the year ended on that date ADs- and

(c) In the case of the Cash Flow statement, of the cash flows of the Company for the year ended on that date. Annexure referred to in Paragraph (3) of Auditors' Report to the members of Zee Learn Limited on the accounts for the year ended 31 March, 2012

1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years except assets lying with third parties. In our opinion, this periodicity of the physical verification is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

(c) During the year, there was no disposal of substantial part of fixed assets.

2) (a) The inventory has been physically verified by the management at reasonable intervals during the year.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on verification between physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

3) (a) The Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

(b) The Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods and services. During the course of our audit, no major weaknesses were noticed in the internal control system in respect of the aforesaid areas.

5) According to the information and explanations given to us, there are no contracts or arrangements the particulars of which are required to be entered into the register maintained in pursuance to Section 301 of the Act.

6) The Company has not accepted any deposits from the public during the year.

7) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8) We are informed that the Central Government has not prescribed the maintenance of cost accounting records under Section 209 (1) (d) of the Act in respect of the Company's activities.

9) According to the records of the Company examined by us and information and explanations given to us:

(a) Undisputed Statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and others as applicable have generally been regularly deposited with appropriate authorities except delay in few cases. There are no undisputed amounts payable in respect of the aforesaid dues which have remained outstanding as at 31 March, 2012 for a period of more than six months from the date they became payable except tax deducted at source of ' 292,236 which have been since deposited.

(b) There are no disputed dues including income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which has not been deposited except as stated under:

Name of the Nature of Amount (Rs.) Period to which Forum where Statute the Dues the amount dispute is relate pending Maharashtra Sales Tax 7,564,093 F.Y. 2005-2006 Deputy Value Added Comisioner of Tax Act,1944 4,654,843 Sales Tax (Appeals)

Central Sales Sales Tax 343,950 F.Y. 2003-2004 Deputy Commissioner of Tax Act 616,453 F.Y. 2004-2005 Sales Tax (Appeals) 5,294,518 F.Y. 2005-2006

Bombay Sales Sales tax 306,981 F.Y. 2002-2003 Deputy Commissioner of Tax Act Sales Tax (Appeals) 366,544 F.Y. 2003-2004

665,795 F.Y. 2004-2005

10) The Company has been registered for a period of not more than five years. Hence, the requirement of Clause (x) of paragraph 4 of the said order is not applicable.

11) The Company has not defaulted in repayment of dues to banks and financial institutions during the year.

12) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13) The Company is not a chit fund or a nidhi / mutual benefit fund / society.

14) The Company is not dealing in or trading in shares, securities, debentures and other investments.

15) In our opinion, the terms and conditions of guarantees given by the company for loans taken by subsidiaries is prima-facie not prejudicial to the interests of the company.

16) The term loan raised by the company during the year has been utilized for the purpose it is raised.

17) According to information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short term basis have not been used for long term investments.

18) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

19) The Company has not issued any secured debentures during the year.

20) The Company has not raised any money by public issue during the year.

21) Based on the audit procedures performed and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For MGB ACY- Co

Chartered Accountants

Firm Registration Number 101169W

Sanjay Kothari

Partner

Membership Number 048215

Mumbai, May 16, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of Zee Learn Limited ("the Company") as at March 31, 2011, and also the Profit and Loss account and the Cash Flow statement for the period from the date of incorporation i.e. January 4, 2010 to March 31, 2011, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (the ‘Order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 ("the Act"), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Without qualifying our opinion, attention is drawn to:

(a) Note 2 in Schedule 17B regarding demerger of Education business undertaking to the Company as at April 1, 2010 as per the Composite Scheme of Amalgamation and Arrangement u/s 391 to 394 approved by the Honorable High Court at Bombay and effect thereof is given in these financial statements and resultant surplus of Rs 5,090.54 lacs is taken to General Reserve.

(b) Note 11 in Schedule 17B regarding Managerial Remuneration for the period is subject to approval of Central Government.

5. Further to our comments in the annexure referred to in paragraph (3) above, we report that:

(a) We have 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 appears from our examination of those books;

(c) The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Act;

(e) On the basis of written representations received from the directors and taken on record by the Board, we report that none of the directors is disqualified as at March 31, 2011 from being appointed as a director in terms of Clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together the significant accounting policies and notes to accounts as per Schedule 17, give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

ii) In the case of the Profit and Loss Account, of the Profit for the period from the date of incorporation i.e. January 4, 2010 to March 31, 2011; and

iii) In the case of the Cash Flow Statement, of the cash flows for the period from the date of incorporation i.e. January 4, 2010 to March 31, 2011.

Annexure referred to in Paragraph (3) of Auditors report to the members of Zee Learn Limited on the accounts for the period ended march 31, 2011

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation, of its fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years except assets lying with third parties. In our opinion, this periodicity of the physical verification is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

(c) During the period, there was no disposal of substantial part of fixed assets.

2. (a) The inventory has been physically verified by the management at reasonable intervals during the period.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on verification between physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

3. (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

(b) The Company has not taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there is adequate internal

control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods and services. We have not observed any continuing failure to correct major weaknesses in internal controls system of the Company.

5. According to the information and explanations given to us, there are no contracts or arrangements the particulars of which are required to be entered into the register in pursuance of Section 301 of the Act.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public during the period.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. We are informed that the Central Government has not prescribed the maintenance of cost accounting records under Section 209 (1) (d) of the Act in respect of the Companys activities.

9. According to the records of the Company examined by us and information and explanations given to us:

(a) Undisputed Statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, VAT, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and others as applicable have generally been regularly deposited with appropriate authorities except delay in few cases and non deposit of dues (since paid) of Employees State Insurance Scheme due to pending registration with requisite authorities. There are no undisputed amounts payable in respect of the aforesaid dues which have remained outstanding as at March 31, 2011 for a period of more than six months from the date became payable.

(b) According to the records of the Company, the dues outstanding of Sales Tax and VAT on account of dispute are as follows:

Name of the Statute Nature of the Amount Period to which the Forum where dispute is dues (Rs in lacs) amount relate* pending

Maharashtra Value Added Sales Tax 74.64 FY 2005-2006 Deputy Commissioner of Tax Act, 2002 46.55 Sales Tax (Appeals)

Central Sales Tax Act Sales Tax 1.56 FY 2003-2004 Deputy Commissioner of 4.30 FY 2004-2005 Sales Tax (Appeals)

49.95 FY 2005-2006

Bombay Sales Tax Act Sales Tax 3.07 FY 2002-2003 Deputy Commissioner of 3.66 FY 2003-2004 Sales Tax (Appeals) 6.66 FY 2004-2005

*pursuant to the Composite Scheme of Arrangement as referred in Note 2 of Schedule 17B.

10. The Company has been registered for a period of not more than five years. Hence, the requirement of Clause (x) of paragraph 4 of the said order is not applicable.

11. The Company has not defaulted in repayment of dues to banks, financial institutions and debenture holders.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not chit fund or a nidhi/mutual benefit fund/society.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from bank or financial institution.

16. The Company has not raised any term loan during the period.

17. On the basis of review of utilization of funds which is based on an overall examination of the Balance Sheet of the Company and related information as made available to us, we report that short-term funds to the extent of Rs 864.92 lacs have been used for long term investments.

18. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the period.

19. The Company has not issued any secured debentures during the period. However pursuant to the Composite Scheme of Arrangement, the Company has been vested liability of secured debentures issued by ETC Networks Limited. Further, the Company has created adequate securities in respect of secured debentures except assignment of lease deed for which extension has been granted by the debenture holders.

20. The Company has not raised any money by public issue during the period.

21. On the basis of our examination and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the period.

For MGB & Co. Chartered Accountants Registration No. 101169W

Sanjay Kothari Partner Membership No. 48215

Mumbai, 20 May, 2011