SHEMAROO ENTERTAINMENT LIMITED — Annual Report 2020

Jul 29, 2020

Ref No.: SEL / Reg. 33– LODR / Jul-20/ 01 July 29, 2020

The Secretary, National Stock Exchange of India Limite Exchange Plaza, Bandra-Kurla Complex Bandra (E), Mumbai-400 051. NSE Symbol: SHEMAROO

The Secretary, BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai-400 023. Scrip Code : 538685

Dear Sir / Madam,

Re: SHEMAROO ENTERTAINMENT LIMITED - ISIN: INE363M01019

Sub: - Outcome of Board Meeting – Pursuant to Regulation 33 and 30 of the SEBI (LODR), Regulations, 2015

This to inform you that the Board of Directors at its Meeting held on July 29, 2020, had considered, and approved the following:

• 1. Audited Financial Results (Standalone and Consolidated) for the quarter / year ended March 31, 2020 (Q4Y20).
• 1. Unaudited Financial Results (Standalone and Consolidated) for the quarter ended June 30, 2020 (Q1/FY 2020-21).
• 1. Re-appointment of Mr. Raman Maroo (DIN: 00169152) as Managing Director of the Company for further period of 5 years w.e.f January 01, 2021, subject to approval of shareholders by Special Resolution.
• 1. Re-appointment of Mr. Atul Maru (DIN: 00169264) as Joint Managing Director of the Company for further period of 5 years w.e.f January 01, 2021, subject to approval of shareholders by Special Resolution.
• 1. Re-appointment of Mr. Hiren Gada (DIN: 01108194) as Whole Time Director, CEO & CFO of the Company for further period of 5 years w.e.f January 01, 2021, subject to approval of shareholders by Special Resolution.
• 1. Closure of Shemaroo Entertainment Limited LLC, UAE, Foreign Wholly Owned Subsidiary Company (Ref. Annexure A)

Closure of the said WOS will not affect any business of the Company and will not have any significant impact on the accounts/accounting policies etc. The aforesaid WOS are not material subsidiary of the Company.

1. Accorded the consent to Dissolution of Vistaas Digital Media Private Limited, an Associate company, engaged in Devotional content business and writing off the 50% of equity Investment in the said company aggregating to Rs. 10.62 Crores as there is no assets & liabilities in the said company.

Further, pursuant to Regulation 33 of the SEBI (LODR), Regulations, 2015, pleased find enclosed the following:

• 1. Statement showing the Audited Financial Results (Standalone and Consolidated) for the quarter/year ended March 31, 2020 (Q4Y20) and Auditors' Report thereon.
• 1. Declaration in respect of unmodified opinion on the aforesaid Audited Financial Results.
• 1. Statement showing the Unaudited Financial Results (Standalone and Consolidated) for the quarter ended June 30, 2020 (Q1FY20-21) accompanied with the Limited Review Report.

Also please find enclosed the requisite disclosure on Closure of WOS pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 as Annexure A.

The meeting of the Board of Directors commenced at 02:00 P.M. and concluded at 06:00 P.M.

Thanking You,

Yours Faithfully, For Shemaroo Entertainment Limited Digitally signed by DIPESH

…………………………

Dipesh U Gosar Company Secretary & Compliance Officer Membership no.: A23755

Encl: As above

Chartered Accountants

Phone: +91-44 - 43514233 E-mail: admin@mkdandeker.com Web : www.mkdandeker.com

No.185 (Old No.100) 2nd Floor, Poonamallee High Road, Kilpauk, CHENNAI - 600 010.

INDEPENDENT AUDITOR'S REPORT ON AUDIT OF ANNUAL CONSOLIDATED FINANCIAL RESULTS

To the Board of Directors of, Shemaroo Entertainment Limited Mumbai.

Opinion

We have audited the accompanying Statement of Consolidated Financial Results of SHEMAROO ENTERTAINMENT LIMITED (the "Holding Company") and its subsidiaries (the Holding Company and its Subsidiaries together referred to as "the Group") and associate company, for the quarter ended and year ended March 31, 2020, attached herewith, being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").

In our opinion and to the best of information and according to the explanations given to us and based on the consideration of reports of other auditors on separate audited financial statements of the subsidiaries, the aforesaid Consolidated Financial Results:

Sl. No	Particulars
	Holding Company
	Shemaroo Entertainment Limited
	Subsidiaries
1.	Canopy Entertainment Private Limited
2.	Shemaroo Entertainment Inc.,
3.	Shemaroo Entertainment (UK) Private Limited
4.	Shemaroo Think Tank Entertainment LLP.,
5.	Contentino Media LLP.,
6.	Shemaroo Media and Entertainment LLC.,
7.	Shemaroo Entertainment Limited LLC.,
	Associate
1.	Vistaas Digital Media Private Limited

includes the annual financial results of the following entities: $(i)$

$(ii)$ are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

Chartered Accountants

Phone: +91-44 - 43514233 E-mail: admin@mkdandeker.com Web : www.mkdandeker.com

No.185 (Old No.100) 2nd Floor. Poonamallee High Road, Kilpauk, CHENNAI - 600 010.

gives a true and fair view in conformity with applicable Indian Accounting Standards prescribed $(iii)$ under section 133 of the Companies Act, 2013 (the "Act") read with relevant rules issued thereunder and other accounting principles generally accepted in India of the consolidated net profit / (loss) and other comprehensive income and other financial information of the Group for the quarter and year ended March 31, 2020.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the "Auditor's Responsibilities for Consolidated Financial Results" section of our report. We are Independent of the Group and of its associate company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in "Other Matters" paragraph of our report below, is sufficient and appropriate to provide a basis for our audit opinion.

Board of Director's Responsibility for the Consolidated Financial Results

These Consolidated Financial Results have been prepared on the basis of the consolidated annual financial statements. The Holding Company's Board of Directors are responsible for the preparation and presentation of these Consolidated Financial Results that give a true and fair view of the net profit/ (loss) and other comprehensive income and other financial information of the Group including its associate company, in accordance with the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Board of Directors of the companies included in the Group and of its associate company are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and of its associate 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 the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Results by the Directors of the Holding Company, as aforesaid.

In preparing the Consolidated Financial Results, the respective Board of Directors of the companies included in the Group and of its associate company are responsible for assessing the ability of the Group and of its associate company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Chartered Accountants

Phone: +91-44 - 43514233 E-mail: admin@mkdandeker.com Web : www.mkdandeker.com

No.185 (Old No.100) 2nd Floor. Poonamallee High Road, Kilpauk, CHENNAI - 600 010.

The respective Board of Directors of the companies included in the Group and of its associate company are responsible for overseeing the financial reporting process of the Group and of its associate company.

Auditor's Responsibilities for the Audit of the Consolidated Financial Results

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Results 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 Consolidated Financial Results.

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 Consolidated Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the holding company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors of the holding company.
• Conclude on the appropriateness of the Board of Directors of the holding company'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 ability of the Group and its associate company 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 Consolidated Financial Results 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 Group and its associate company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Consolidated Financial Results, including $\bullet$ the disclosures, and whether the Consolidated Financial Results represent the underlying transactions and events in a manner that achieves fair presentation.

Chartered Accountants

Phone: +91-44 - 43514233 E-mail: admin@mkdandeker.com Web : www.mkdandeker.com

No.185 (Old No.100) 2nd Floor, Poonamallee High Road, Kilpauk, CHENNAI - 600 010.

Obtain sufficient appropriate audit evidence regarding the financial results of the entities within the $\bullet$ Group and its associate company to express an opinion on the Consolidated Financial Results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the Consolidated Financial Results of which we are the independent auditors. For the other entities included in the Consolidated Financial Results, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the Consolidated Financial Results of which we are the independent auditors 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.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable.

Other Matters

The Consolidated Financial Results include the audited Financial Results of two subsidiaries, whose financial statement reflect Group's share of total assets of Rs. 3,069.66 lakhs as at March 31, 2020, Group's share of total revenue of Rs. 2,461.57 lakhs and Rs. 3,536.28 lakhs and Group's share of total net profit / (loss) after tax of Rs. 349.82 lakhs and Rs. 374.39 for the quarter ended March 31, 2020 and for the period from April 01, 2019 to March 31, 2020 respectively, as considered in the Consolidated Financial Results, which have been audited by their respective independent auditors. The independent auditor's reports on financial statements of these entities have been furnished to us and our opinion on the Consolidated Financial Results, in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors and the procedures performed by us are as stated in paragraph above.

The Consolidated Financial Results include the unaudited Financial Results of four subsidiaries, whose financial statement reflect Group's share of total assets of Rs. 67.05 lakhs as at March 31, 2020, Group's share of total revenue of Rs. 78.45 lakhs and Rs. 199.39 lakhs and Group's share of total net profit / (loss) after tax of Rs. (28.47) lakhs and Rs. (175.36) lakhs for the quarter ended March 31, 2020 and for the period from April 01, 2019 to March 31, 2020 respectively, as considered in the Consolidated Financial Results. These unaudited interim Financial Statements have been furnished to us by the Board of Directors and our opinion on the Consolidated Financial Results, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on such unaudited Financial Statements. In our opinion and according to the information and explanations given to us by the Board of Directors, these Financial Statements are not material to the Group.

Chartered Accountants

Phone: +91-44 - 43514233 E-mail: admin@mkdandeker.com Web : www.mkdandeker.com

No.185 (Old No.100) 2nd Floor, Poonamallee High Road, Kilpauk, CHENNAI - 600 010.

Our opinion on the Consolidated Financial Results is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the Financial Results/financial information certified by the Board of Directors.

The Consolidated Financial Results include the results for the quarter ended March 31, 2020 and March 31, 2019 being the balancing figure between the audited figures in respect of the full financial years and the published unaudited year to date figures up to the third quarter of the relevant financial years which were subject to limited review by us.

For M.K. Dandeker & Co., (ICAI Reg. No.000679S)

UR

S. Poosaidurai Partner Chartered Accountants Membership No.223754

Date: July 29th, 2020

Place: Chennai

UDIN: 20223754AAAAGJ1168

SHEMAROO ENTERTAINMENT LIMITED AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31ST MARCH 2020

	Particulars	Quarter ended		(in Lakhs)Year ended
		$31-Mar$	$31-Dec$	$31-Mar$	$31-Mar$	$31-Mar$
		2020	2019	2019	2020	2019
		Audited	Unaudited	Audited	Audited	Audited
	Revenue from Operations	12,274	9,704	13,219	51,314	56,783
2	Other Income	106	52	82	297	174
3	Total Income $(1 + 2)$	12,380	9,756	13,301	51,611	56,957
$\overline{4}$	Expenses:
	Operational Costa.	9,950	5,064	6,106	33,423
	Employee benefits expenseb.	1,610	1,849	1,664	6,789	31,755
	Finance costsC.	712	593	730		5,509
	Depreciation and amortisation expensed.	203	201	142	2,438751	2,557
	Other expensese.	1,022	843	1,348		558
	Total expenses	13,498	8,551		3,421	3,738
5	Profit/(Loss) before exceptional items and tax (3-4)	(1, 118)		9,990	46,823	44,117
6	Exceptional Items	617	1,205	3,311	4,789	12,840
$\overline{7}$	Profit/(Loss) before Tax for the period (5-6)	(1,735)			617
8	Tax Expense		1,205	3,311	4,172	12,840
	(a) Current Tax
	(b) Short/(Excess) provision of the earlier years/periods	$\overline{\phantom{a}}$	303	1,456	1,194	4,758
	(c) Deferred Tax	(269)	(3)	(147)	66	(147)
$\overline{9}$	Net Profit/(Loss) after tax for the period (7-8)	(58)	31	(57)	(132)	(37)
10	Non-Controlling interest	(1, 407)	874	2,059	3,044	8,267
11	Share of Profit / (Loss) of Associate	23	(22)	32	(5)	51
12	Consolidated Net Profit/(Loss) (9-10-11)	(15)	(2)	(2)	(25)	(23)
13	Other Comprehensive Income	(1, 399)	850	2,088	3,014	8,295
14		78	(4)	92	73	38
15	Total Comprehensive Income/(Loss) for the Period	(1, 321)	846	2,180	3,087	8,334
	Paid-up equity share capital (Face Value ' 10/- each)	2,718	2,718	2,718	2,718	2,718
16	Reserves excluding Revaluation Reserves as per balance sheet ofprevious accounting year				56,979	54,453
17	Earnings Per Share (EPS)
	Basic and Diluted Earnings Per Share (not annualised)	(5.15)	3.13	7.68	11.09	30.52

Notes:

$\mathbf{1}$

The above audited financial results were, reviewed by the Audit Committee and approved and taken on record by the Board of Directors at its meeting held on 29th July, 2020.

The figures for the quarter ended March 31, 2020 and March 31, 2019 are the balance figures between the audited figures in respect of the financial year and published year-to-date upto the third quarter of the relevant financial year.

There are no separate reportable segments as per Indian Accounting Standards (Ind AS 108) - Operating Segments. $\overline{4}$

Previous periods / year figures have been regrouped / reclassified, wherever necessary to conform to classification of current period.

The Associate Company Vistaas Digital Media Private Limited (VDMPL) was into the Devotional content business but the required set up was missing Therefore, Shemaroo Entertainment Limited has developed the Devotional content business, the investment made in the said Company is written off as there were no other Assets and Liabilities also in VDMPL.

The loss arisen on the writing off of the above Investment is shown under Exceptional Item. 6

The lockdown and restrictions imposed on various activities due to COVID-19 pandemic across the world had a bittersweet impact on Shemaroo's business. The subscription-led businesses saw a reasonable uptick in the number of users and consumption, directly translating into revenue.On the other hand, despite an increase in consumption, the Company's advertisement-dependent businesses were heavily impacted because of most of the brands slashed their advertising spends in view of this unprecedented slow down in the economy and their business activities coming to a standstill. Shemaroo understands that this is a temporary setback and is positive that the economy and the media and entertainment sector will bounce back soon with rejuvenated demand and advertising spends.Subject to the Covid-19 situation improving in the country, the Company anticipates normalcy to start setting in towards the end of Q2 FY2020-21.

Audited financial results of Shemaroo Entertainment Limited (Standalone) (in Lakh) Particulars Quarter ended Year ended 31-Mar $31-Dec$ 31-Mar 31-Mar $31-Mar$ 2020 2019 2019 2020 2019 Audited Unaudited Audited Audited Audited Revenue from Operations 9,935 9.382 12,989 47,967 54,805 Profit before Tax $(2, 536)$ 1,273 3.464 3,506 13,185 Net Profit after Tax $(2, 210)$ 941 2.212 2,379 8,611

For and on behalf of the Board of Directors of Shemaroo Entertainment Limited

Place: Mumbai Date: 29th July, 2020

ANDEKER #185, (Old No.100 2nd FLOC POONAMALI HIGH ROAD. KII-PALIK CHENNAI - 600 010 $\overline{2}$

HIREN UDAY GADA Hiren Gada

CEO & CFO DIN:01108194

SHEMAROO ENTERTAINMENT LIMITED AUDITED CONSOLIDATED FINANCIAL RESULTSFOR THE QUARTER AND YEAR ENDED 31ST MARCH 2020

		( in Lakhs)
AUDITED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES	As at31st March	As at31 March
	2020	2019
	Audited	Audited
ASSETS
Non-Current Assets1
Property, Plant and Equipment(a)	3,083	3,061
(b) Intangible assets	102	102
Intangible assets under development(c)Right of use Assets(d)	22	$\overline{\mathbf{c}}$
Financial assets(e)	214
(i) Non-Current Investments
(ii) Loans and Advances	255	647
(iii) Other Financial assets	71	76
(f)Other non-current assets	33	31
Total Non-Current Assets (A)	154	112
	3,934	4,031
2Current Assets
(a)Inventories	71,359
Financial assets(b)		60,274
Trade receivables(i)	10,482	15,902
(ii) Cash and Cash equivalents	72	105
(iii) Other Bank Balances	35	29
(iv) Loans and Advances	43	59
Current Tax Assets (Net)(c)	1,122
(d) Other current assets	3,106	2,621
Total Current Assets (B)	86,220	78,991
TOTAL ASSETS (A + B)	90,154	83,022
EQUITY & LIABILITIES
Equity1
Equity Share Capital(a)
(b) Other Equity	2,718	2,718
Equity attributable to owners	56,979	54,453
Non-controlling Interest	59,697	57,171
Total Equity (A)	(410)	(415)
$\overline{2}$Liabilities	59,287	56,756
$\vert$ INon-current liabilities
(a) Financial Liabilities
Non-Current borrowings
Lease Liability	2,386	38
(b) Provisions	140	$\overline{\phantom{0}}$
(c) Deferred tax Liabilities (Net)	162	317
Total Non-current Liabilities (B)	2072,895	341696
ПCurrent liabilities
Financial Liabilities(a)
(i) Current Borrowings
(ii) Trade payables	21,506	19,688
Amount due to Micro and Small Enterprises
Amount due to Others	79	175
(iii) Other Financial Liabilities	.4,830	2,804
(iv) Lease Liability	1,033	511
(b) Other Current Liabilities	96
(c) Provisions	283	796
(d) Current Tax Liabilities (net)	143	81
Total Current Liabilities (C)	27,971	1,51525,569
Total Equity & Liabilities $(A + B + C)$	90,154	83,022

SHEMAROO ENTERTAINMENT LIMITED AUDITED CONSOLIDATED FINANCIAL RESULTSFOR THE QUARTER AND YEAR ENDED 31ST MARCH 2020

CONSOLIDATED CASH FLOW STATEMENT	31st March2020	Year ended Year ended31st March2019
A. Cash flows from operating activities
Profit before taxes	4,789	12,840
Operating profit before working capital changes	7,908	15,933
Net cash from/(used in) operating activities	(755)	3,196
Cash flows from investing activitiesB.	(774)	(276)
C.Cahs flows from financing activities	1,495	(2, 945)
Net increase/(decrease) in cash and cash equivalents	(33)	(25)
Cash and cash equivalents as at the beginning of the year	105	130
Cash and cash equivalents as at the end of the year	72	105
Components of cash and cash equivalents
Cash on hand	6	13
Balances with Banks	66	92
Total cash and cash equivalents	72	105
	For and on behalf of the Board of Directors of
	Shemaroo Entertainment Limited
	HIREN UDAYDN: c=02 st=Maharashira	2.5.4.20 -4943a0173659d1e2d5e3485ba90304cf03267d83b0600ac94eeff4a3b185c.postalCode=400019.street=1101
	GADA	SHREENIDHI, 75 BHAUDAJI ROAD, OPP PIONEER HIGH SCHOOLMATUNGA CENTRAL, MATUNGA, MUMBAI-400019.erlaNumber=2d70b71485f95558deb903a213c7c3f3c936bdc5serianumenterium version versionen vuodusta (k. 1918)1854 – Childen Harden, suomenvallin valtinin valta (k. 1918)1940 – Jacob Land, suomenkin valtalainen valtalainen valtalainen (k. 1920)1940 – Japani (k. 1918)
Place: Mumbai		Hiren Gada
Date: 29th July, 2020		CEO & CFO
		DIN:01108194

Chartered Accountants

Phone: +91-44 - 43514233 E-mail: admin@mkdandeker.com Web : www.mkdandeker.com

No.185 (Old No.100) 2nd Floor, Poonamallee High Road, Kilpauk, CHENNAI - 600 010

INDEPENDENT AUDITOR'S REPORT ON AUDIT OF ANNUAL STANDALONE FINANCIAL RESULTS

To the Board of Directors of, Shemaroo Entertainment Limited Mumbai.

Opinion

We have audited the accompanying Statement of Standalone Financial Results of SHEMAROO ENTERTAINMENT LIMITED ("the Company") for the quarter ended and year ended March 31, 2020, attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").

In our opinion and to the best of information and according to the explanations given to us, the aforesaid Standalone Financial Results:

• are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this $(i)$ regard; and
• gives a true and fair view in conformity with applicable Indian Accounting Standards prescribed $(ii)$ under section 133 of the Companies Act, 2013 (the "Act") read with relevant rules issued thereunder and other accounting principles generally accepted in India of the standalone net profit / (loss) and other comprehensive income and other financial information of the Company for the quarter and year ended March 31, 2020.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the "Auditor's Responsibilities for Standalone Financial Results" section of our report. We are Independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our audit opinion.

Chartered Accountants

Phone: +91-44 - 43514233 E-mail: admin@mkdandeker.com Web : www.mkdandeker.com

No.185 (Old No.100) 2nd Floor, Poonamallee High Road, Kilpauk, CHENNAI - 600 010.

Board of Director's Responsibility for the Standalone Financial Results

These Standalone Financial Results have been prepared on the basis of the standalone annual financial statements. The Company's Board of Directors are responsible for the preparation and presentation of these Standalone Financial Results that give a true and fair view of the net profit / (loss) and other comprehensive income and other financial information of the Company, in accordance with the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Board of Directors of the Company are responsible for 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 the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Standalone Financial Results by the Directors of the Company, as aforesaid.

In preparing the Standalone Financial Results, the Board of Directors of the Company are responsible for assessing the ability of the Company 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 of the Company are responsible for overseeing the financial reporting process of the Company.

Auditor's Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Results 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 Results.

Chartered Accountants

Phone: +91-44 - 43514233 E-mail: admin@mkdandeker.com Web : www.mkdandeker.com

No.185 (Old No.100) 2nd Floor, Poonamallee High Road, Kilpauk, CHENNAI - 600 010.

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 Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures $\bullet$ that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting $\bullet$ estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the 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 ability of the Company 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 Results 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 Results, including the disclosures, and whether the Standalone Financial Results 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.

Chartered Accountants

Phone: +91-44 - 43514233 E-mail: admin@mkdandeker.com Web : www.mkdandeker.com

No.185 (Old No.100) 2nd Floor, Poonamallee High Road, Kilpauk, CHENNAI - 600 010.

Other Matters

The Standalone Financial Results include the results for the quarter ended March 31, 2020 and March 31, 2019 being the balancing figure between the audited figures in respect of the full financial years and the published unaudited year to date figures up to the third quarter of the relevant financial years which were subject to limited review by us.

MANDEKER

#185, (Old No.100),

2nd FLOOR,POONAMALLEE HIGH ROAD,

KILPAUK HENNAI - 600 010

RED ACCOU

$\Omega$

$\mathbf{d}$

For M.K. Dandeker & Co., (ICAI Reg. No.000679S)

S. Poosaidurai Partner Chartered Accountants Membership No.223754

Date: July 29th, 2020

Place: Chennai

UDIN: 20223754AAAAGK6235

SHEMAROO ENTERTAINMENT LIMITED AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31ST MARCH 2020

						$(5 \text{ in Lakk})$
	ParticularsQuarter ended				Year ended
		31-Mar	$31-Dec$	31-Mar	$31-Mar$	31-Mar
		2020	2019	2019	2020	2019
		Audited	Unaudited	Audited	Audited	Audited
$\overline{1}$	Revenue from Operations	9,935	9,382	12,989	47,967	54,805
$\overline{c}$	Other Income	54	20	74	175	170
$\overline{\mathbf{3}}$	Total Income $(1 + 2)$	9,990	9,402	13,062	48,142	54,975
$\overline{4}$	Expenses:
	Cost of materials consumed	8,031	4,816	5,802	30,687	29,691
	Employee benefits expense	1,524	1,764	1,632	6,528	5,411
	Finance costsC.	667	558	723	2,341	2,550
	Depreciation and amortisation expensed.	202	199	141	746	553
	Other expensese.	1,009	793	1,301	3,242	3,585
	Total expenses	11,433	8,130	9,598	43,544	41,790
5	Profit/(Loss) before exceptional items and tax (3-4)	(1, 443)	1,273	3,464	4,598	13,185
$\overline{6}$	Exceptional Items	1,092			1,092
$\overline{7}$	Profit/(Loss) before Tax for the period (5-6)	(2, 536)	1,273	3,464	3,506	13,185
8	Tax Expense
	(a) Current Tax	E.	303	1,456	1,193	4,758
	(b) Short/(Excess) provision of the earlier years/periods	(267)	(3)	(147)	66	(147)
	(c) Deferred Tax	(58)	31	(57)	(132)	(37)
$\overline{9}$	Net Profit/(Loss) after tax for the period (7-8)	(2, 210)	941	2,212	2,379	8,611
10	Other Comprehensive Income / (Expense)	110		92	110	38
11	Total Comprehensive Income/(Loss) for the Period	(2,100)	941	2,304	2,490	8,650
12	Paid-up equity share capital (Face Value ₹ 10/- each)	2,718	2,718	2,718	2,718	2,718
13	Reserves excluding Revaluation Reserves as per balance sheet of				57,247	55,304
	previous accounting year
14	Earnings Per Share (EPS) ₹
	Basic and Diluted Earnings Per Share (not annualised)	(8.13)	3.46	8.14	8.75	31.68

Notes:

The above audited financial results were, reviewed by the Audit Committee and approved and taken on record by the Board of Directors at its meeting held on 29th July 2020.

The figures for the quarter ended March 31, 2020 and March 31, 2019 are the balance figures between the audited figures in respect of the financial year and published year-to-date upto the third quarter of the relevant financial year.

There are no separate reportable segments as per Indian Accounting Standards (Ind AS 108) - Operating Segments.

Previous periods / year figures have been regrouped / reclassified, wherever necessary to conform to classification of current period.

During the year, Company has written off Investment in two Wholly Owned Foreign Subsidiaries (WOS), Shemaroo Entertainment (UK) Private Limited & Shemaroo Entertainment INC. (USA) as they are wound up.

It may be noted that the closure of this WOS will not affect any business of the Company and will not have any significant impact on the financial position and the accounting policies of the company. Company has one more operational WOS in USA through which it intends to continue and expand the business in North America region.

The Associate Company Vistaas Digital Media Private Limited (VDMPL) was into the Devotional content business but the required set up was missing Therefore, Shemaroo Entertainment Limited has developed the Devotional content business, the investment made in the said Company is written off as there were no other Assets and Liabilities also in VDMPL. The loss arisen on the writing off of the above Investments is shown under Exceptional Item.

The lockdown and restrictions imposed on various activities due to COVID-19 pandemic across the world had a bittersweet impact on Shemaroo's business. The subscription-led businesses saw a reasonable uptick in the number of users and consumption, directly translating into revenue. On the other hand, despite an increase in consumption, the Company's advertisement-dependent businesses were heavily impacted because of most of the brands slashed their advertising spends in view of this unprecedented slowdown in the economy and their business activities coming to a standstill. Shemaroo understands that this is a temporary setback and is positive that the economy and the media and entertainment sector will bounce back soon with rejuvenated demand and advertising spends. Subject to the Covid-19 situation improving in the country, the Company anticipates normalcy to start setting in towards the end of Q2 FY2020-

	For and on behalf of the Board of Directors of
	Shemaroo Entertainment Limited
#185. (Old No.100).	Digitally signed by HIREN UDAY GADADN: crific striklabarashtra.HIREN UDA2.5.4.20 + 443x0173659d1+2d5+3485bx90304cf03267d83bdbdc600ac94eef94a3b185c.portalCode=400019. street=11SHREENICHI, 76 BHAUDAJI ROAD, OPP PIONEER HIGH
2nd FLOOR	SCHOOL MATERICA CENTRAL MATERICA MEMBALARDEEseculture/sec 343967148590555848001x213r7r1ftr0360GADAdc536f5ed7c6011ba788dd47e72.or/Personal.cnr/HRENUDAY GADApsyudonym : b56a4906a4ffdeb257a7db7ae50cB9edDate: 2020.07.29 18:09:05 +05'30"
Place: Mumbai	Hiren Gada
Date: 29th July, 2020	CEO & CFO
	DIN:01108194

As atAUDITED STANDLAONE STATEMENT OF ASSETS AND LIABILITIES31 March2020AuditedASSETS$\mathbf{1}$Non-Current AssetsProperty, Plant and Equipment(a)3,072Intangible assets(b)95Intangible assets under development(c)22Right of use Assets(d)214Financial assets(e)Non-Current Investments(i)1,396(ii) Loans and Advances71(iii) Other Financial assets33(f) Other non-current assets154Total Non-Current Assets (A)5,0562Current AssetsInventories(a)71,100(b) Financial assets(i) Trade receivables8,096(ii) Cash and Cash equivalents38(iii) Other Bank Balances35(iv) Loans and Advances311(c) Current Tax Assets (Net)1,122(d) Other current assets2,784Total Current Assets (B)83,486TOTAL ASSETS (A + B)88,542EQUITY & LIABILITIESEquity1Equity Share Capital$\left( a\right)$2,718(b) Other Equity57,247Total Equity (A)59,965Liabilities2Non-current liabilitiesIFinancial Liabilities(a)Non-Current borrowings(i)2,386(ii) Lease Liability140(b) Provisions162Deferred tax Liabilities (Net)(c)207Total Non-current Liabilities (B)2,895Current liabilitiesП(a)Financial Liabilities	SHEMAROO ENTERTAINMENT LIMITED
		$(\overline{\mathbf{\zeta}})$ in Lakhs)
		As at
		31 March2019
		Audited
		3,050
		93
		$\overline{c}$
		2,514
		76
		31
		112
		5,878
		60,071
		15,660
		83
		29
		174
		2,370
		78,387
		84,265
		2,718
		55,304
		58,023
		38
		317
		341
		696
Current Borrowings(1)19,678		19,688
Trade payables(i)
- Amount due to Micro and Small Enterprises79		175
- Amount due to Others4,487		2,811
(iii) Other Financial Liabilities1,001		511
(iv) Lease Liability96
(b) Other Current Liabilities238		766
Provisions(c)103		81
(d) Current Tax Liabilities (net)		1,515
Total Current Liabilities (C)25,682Total Equity & Liabilities $(A + B + C)$88,542		25,54684,265

	SHEMAROO ENTERTAINMENT LIMITED
--	--------------------------------

		$(\overline{\mathbf{\mathsf{Z}}}$ in Lakhs)
STANDALONE CASH FLOW STATEMENT	2020	Year ended Year ended31st March 31st March2019
A. Cash flows from operating activities
Profit before taxes	4,598	13,185
Operating profit before working capital changes	7,655	16,328
Net cash from/(used in) operating activities	874	2,243
B. Cash flows from investing activities	(770)	670
C. Cahs flows from financing activities	(148)	(2,938)
Net increase/(decrease) in cash and cash equivalents	(44)	(26)
Cash and cash equivalents as at the beginning of the year	83	108
Cash and cash equivalents as at the end of the year	38	83
Components of cash and cash equivalents
Cash on hand	6	13
Balances with Banks	32	70
Total cash and cash equivalents	38	83
	For and on behalf of the Board of Directors of
		Shemaroo Entertainment LimitedDigitally signed by HIREN I.DN: c=IN. st=Maharashtra.
	HIREN	2.5.4.20-4f43a0173659d1e2d5e3485ba90304cf0326SERVICE-MANAGEMENTpostalCode=400019.street=1101 SHREENIDHI, 76
UDAY GADA		BHAUDAJI ROAD, OPP PIONEER HIGH SCHOOL,erialNumber=2d70b71485f95558deb903a233c7c3f3c936bdc536f5ed7c6011ba788dd47e72.o=Persona
lace: Mumbai	AGAD YACU KENIH-na	pseudonym=b56a4906a4ffdeb257a7db7ae50c89erDate: 2020.07.29 18:09:34 +05'30'
ate: 29th July, 2020		Hiren GadaCEO & CFO
		DIN:01108194

July 29, 2020

The Secretary, National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex Bandra (E), Mumbai-400 051. NSE Symbol: SHEMAROO

The Secretary, BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai-400 023. Scrip Code : 538685

Dear Sir / Madam,

Re: SHEMAROO ENTERTAINMENT LIMITED - ISIN: INE363M01019

Sub: - Declaration in respect of unmodified opinion on Audited Financial Statements for the Financial Year ended March 31, 2020.

We hereby declare that the Statutory Auditors of the Company, M/s. M. K. Dandeker &Co., have issued the Audit Reports with Unmodified Opinion on the Standalone and Consolidated Financial Results for the year ended March 31, 2020.

Kindly take same on record.

Thanking You,

Yours Faithfully,

For Shemaroo Entertainment Limited ……………………. HIREN UDAY GADA Digitally signed by HIREN UDAY GADA DN: c=IN, st=Maharashtra, 2.5.4.20=4f43a0173659d1e2d5e3485ba90 304cf03267d83b0bdc600ac94eeff4a3b18 5c, postalCode=400019, street=1101 SHREENIDHI, 76 BHAUDAJI ROAD, OPP PIONEER HIGH SCHOOL, MATUNGA CENTRAL, MATUNGA, MUMBAI-400019, serialNumber=2d70b71485f95558deb903 a233c7c3f3c936bdc536f5ed7c6011ba788 dd47e72, o=Personal, cn=HIREN UDAY GADA, pseudonym=b56a4906a4ffdeb257a7db7a e50c89ed Date: 2020.07.29 18:10:05 +05'30'

Hiren Gada CEO & CFO DIN: 01108194

Chartered Accountants

Phone: +91-44 - 43514233 E-mail: admin@mkdandeker.com Web : www.mkdandeker.com

No.185 (Old No.100) 2nd Floor. Poonamallee High Road, Kilpauk, CHENNAI - 600 010.

Report on Review of Interim Consolidated Financial Information

The Board of Directors. Shemaroo Entertainment Limited Mumbai

• 1. We have reviewed the accompanying statement of un-audited Consolidated financial results of Shemaroo Entertainment Limited (the Parent Company) and its subsidiaries (the Parent and the Subsidiaries together referred to as the group) and its share of the net profit / (loss) after tax and the total comprehensive income / loss of its associates for the quarter ended June 30, 2020 (the Statement), being submitted by the Parent Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.
• This statement is the responsibility of the Parent's Management and approved by the Board of Directors/ committee of Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" (IndAS 34) prescribed under section 133 of the Companies Act 2013 read with relevant Rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express the conclusion on the Statement based on our review.
• 1. We conducted our review in accordance with Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by Institute of Chartered Accountants of India ("ICAI"). A review of interim financial information consists of making inquiries, primarily of the Parent's personnel responsible for financial and accounting matters and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
• 1. The statement includes the results of the following entities:

Sr. No.	Particulars
	Parent Company
	Shemaroo Entertainment Limited
	Subsidiaries
	Canopy Entertainment Private Limited
2	Shemaroo Think Tank Entertainment LLP.,
3	Contentino Media LLP.,
4	Shemaroo Media and Entertainment LLC.,
5	Shemaroo Entertainment Limited LLC

Chartered Accountants

Phone: +91-44 - 43514233 E-mail: admin@mkdandeker.com Web : www.mkdandeker.com

No.185 (Old No.100) 2nd Floor, Poonamallee High Road, Kilpauk, CHENNAI - 600 010.

• 1. Based on our review conducted and procedures performed as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and disclosure requirements) Regulations, 2015 as amended, including the manner in which it is to be disclosed, or that it contains any material mis-statement.
• The consolidated unaudited financial results include the interim financial results of 5 subsidiaries which 6. have not been reviewed by their auditors, whom interim financial results reflect, total revenue of Rs. 245.29 lakhs for the quarter ended June 30, 2020, total profit / (loss) after tax of Rs. 4.68 lakhs and total comprehensive income of Rs. 3.74 lakhs for the quarter ended June 30, 2020, as considered in un-audited consolidated financial statement. According to the information and explanations given to us by the management, these interim financial results are not material to the Group.

Our conclusion on the Statement is not modified in respect of our reliance on the interim financial result certified by the management.

DANDEKER& #185, (Old No.100)

2nd FLOOR.

POONAMALLEE HIGH ROAD KILDAIN

ERED ACCOU

ENNAI - 600 010

For M.K. Dandeker & Co., (ICAI Reg. No.000679S)

S. Poosaidurai

Partner Chartered Accountants Membership No.223754

Date: July 29th, 2020

Place: Chennai

UDIN: 20223754AAAAGM3480

SHEMAROO ENTERTAINMENT LIMITED UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND PERIOD ENDED 30TH JUNE 2020

		Quarter ended			(Year ended
	Particulars	31-Mar$30 - Jun$$30 - Jun$			31-Mar
		2020	2020	2019	2020
		Unaudited	Audited	Unaudited	Audited
	Revenue from Operations	8,620	12,274	14,303	51,314
$\overline{c}$	Other Income	34	106	85	297
3	Total Income $(1 + 2)$	8,655	12,380	14,387	51,611
$\overline{4}$	Expenses:
	Operational Costa.	7,116	9,950	8,791	33,423
	Employee benefits expenseb.	1,572	1,610	1,575	6,789
	Finance costsC.	686	712	577	2,438
	Depreciation and amortisation expensed.	187	203	144	751
	Other expensese.	421	1,022	746	3,421
	Total expenses	9,982	13,498	11,832	46,823
5	Profit/(Loss) before exceptional items and tax (3-4)	(1, 328)	(1, 118)	2,555	4,788
$\sigma$	Exceptional Items		617		617
$\overline{7}$	Profit/(Loss) before Tax for the period (5-6)	(1, 328)	(1,735)	2,555	4,172
8	Tax Expense
	(a) Current Tax	u.	ä,	907	1,194
	(b) Short/(Excess) provision of the earlier years/periods	$\theta$	(269)		66
	(c) Deferred Tax	(47)	(58)	10	(132)
$\overline{9}$	Net Profit/(Loss) after tax for the period (7-8)	(1, 281)	(1, 407)	1,638	3,044
10	Non-Controlling interest	(15)	23	(20)	(5)
11	Share of Profit / (Loss) of Associate		(15)	(4)	(25)
12	Consolidated Net Profit/(Loss) (9-10-11)	(1, 296)	(1, 399)	1,615	3,014
13	Other Comprehensive Income	(1)	78		73
14	Total Comprehensive Income/(Loss) for the Period	(1, 297)	(1, 321)	1,615	3,087
15	Paid-up equity share capital (Face Value ₹ 10/- each)	2,718	2,718	2,718	2,718
16	Reserves excluding Revaluation Reserves as per balance sheet of				56,979
	previous accounting year
17	Earnings Per Share (EPS) ₹
	Basic and Diluted Earnings Per Share (not annualised)	(4.77)	(5.15)	5.94	11.09

Notes:

$\mathbf{1}$ The above unaudited financial results were, reviewed by the Audit Committee and approved and taken on record by the Board of Directors at its meeting held on 29th July, 2020.

$\overline{c}$ These financial results have been prepared in accordance with recognition and measurement principles laid out in the Ind AS 34

Interim Financial Reporting prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder The above financial results are in accordance with the accounting policies followed by the Company in preparation of its statutory $\overline{\mathbf{3}}$ accounts.

There are no separate reportable segments as per Indian Accounting Standards (Ind AS 108) - Operating Segments.

Previous periods / year figures have been regrouped / reclassified, wherever necessary to conform to classification of current period.

Unaudited financial results of Shemaroo Entertainment Limited (Standalone)Particulars				$(\bar{\mathbf{\mathsf{z}}})$ in Lakhs)
	Quarter ended
	$30-I$ un	$31-Mar$	$30$ -Jun	$31-Mar$
	2020	2020	2019	2020
	Unaudited	Audited	Unaudited	Audited
Revenue from Operations	8,399	9.935	13,870	47,967
Profit before Tax	(1, 332)	(2,536)	2,554	3,506
Net Profit after Tax	(1, 286)	(2,210)	1,637	2,379

For and on behalf of Board of Directors of

Shemaroo Entertainment Limited HIREN

Place: Mumbai Date: 29th July, 2020

DANDEKER& #185, (Old No.100), 2nd FLOOR POONAMAL KII CHENNAI - 600 010 RED ACCOU

UDAY GADA

Hiren Gada CEO & CFO DIN: 01108194

$\bar{\sigma}$ in Lakhel

Chartered Accountants

Phone: +91-44 - 43514233 E-mail: admin@mkdandeker.com Web : www.mkdandeker.com

No.185 (Old No.100) 2nd Floor, Poonamallee High Road, Kilpauk, CHENNAI - 600 010.

Report on Review of Interim Standalone Financial Information

The Board of Directors, Shemaroo Entertainment Limited Mumbai.

July 29th, 2020

UDIN: 20223754AAAAGL4071

Chennai

Date:

Place:

• 1. We have reviewed the accompanying statement of un-audited Standalone financial results of Shemaroo Entertainment Limited for the quarter ended June 30, 2020 (the Statement) being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.
• 1. This statement is the responsibility of the Company's Management and approved by the Board of Directors / Committee of Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" (IndAS 34) prescribed under section 133 of the Companies Act 2013 read with relevant Rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by Institute of Chartered Accountant of India (ICAI). A review of interim financial information consists of making inquiries, primarily of Company's personnel responsible for financial and accounting matters and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
• Based on our review conducted procedures performed as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying the Statement, prepared in accordance with $4.$ the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and disclosure requirements) Regulations, 2015 as amended, including the manner in which it is to be disclosed, or that it contains any material mis-statement. For M.K. Dandeker & Co.,

(ICAI Reg. No.000679S) ANDEKER & #185, (Old No.100) ELOOR ALLEE HIGH ROAD. NNAI - 600 010 RED ACCO

S. Poosaidurai Partner Chartered Accountants Membership No.223754

SHEMAROO ENTERTAINMENT LIMITED UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND PERIOD ENDED 30TH JUNE 2020

		Quarter ended			Year Ended
	Particulars	$30 - Jun$	$31-Mar$	$30$ -Jun	$31-Mar$
		2020	2020	2019	2020
		Unaudited	Audited	Unaudited	Audited
$\overline{1}$	Revenue from Operations	8,399	9,935	13,870	47,967
$\overline{c}$	Other Income	36	54	65	175
$\overline{\mathbf{3}}$	Total Income $(1 + 2)$	8,435	9,990	13,935	48,142
$\overline{4}$	Expenses:
	a. Cost of materials consumed	7,031	8,031	8,505
	Employee benefits expense	1,517	1,524		30,687
	Finance costsc.	640	667	1,500570	6,528
	Depreciation and amortisation expensed.	185	202	144	2,341
	Other expensese.	393	1,009	662	746
	Total expenses	9,767	11,433	11,381	3,242
$\overline{5}$	Profit/(Loss) before exceptional items and tax (3-4)	(1, 332)	(1, 443)	2,554	43,544
$\overline{6}$	Exceptional Items		1,092		4,598
7	Profit/(Loss) before Tax for the period (5-6)	(1, 332)	(2, 536)	2,554	1,0923,506
8	Tax Expense
	(a) Current Tax			907	1,193
	(b) Short/(Excess) provision of the earlier years/periods	$\Omega$	(267)		66
	(c) Deferred Tax	(47)	(58)	10	(132)
9	Net Profit/(Loss) after tax for the period (7-8)	(1, 286)	(2, 210)	1,637	2,379
10	Other Comprehensive Income / (Expense)		110		110
11	Total Comprehensive Income/(Loss) for the Period	(1, 286)	(2,100)	1,637	2,490
12	Paid-up equity share capital (Face Value ₹ 10/- each)	2,718	2,718	2,718	2,718
13	Reserves excluding Revaluation Reserves as per balance sheet ofprevious accounting year				57,247
14	Earnings Per Share (EPS) ₹
	Basic and Diluted Earnings Per Share (not annualised)	(4.73)	(8.13)	6.02	8.75

Notes:

The above unaudited financial results were, reviewed by the Audit Committee and approved and taken on record by the Board of Directors $\mathbf{1}$ at its meeting held on 29th July 2020.

These financial results have been prepared in accordance with recognition and measurement principles laid out in the Ind AS 34 - Interim $\overline{c}$ Financial Reporting prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.

The above financial results are in accordance with the accounting policies followed by the Company in preparation of its statutory accounts. $\overline{3}$

There are no separate reportable segments as per Indian Accounting Standards (Ind AS 108) - Operating Segments. 4

Previous periods / year figures have been regrouped / reclassified, wherever necessary to conform to classification of current period. l5

For and on behalf of the Board of Directors of Shemaroo Entertainment Limited HIREN UDAY GADA Hiren Gada CEO & CFO DIN:01108194

Annexure A

Sr.No.	Particulars	Disclosure
1.	The amount and percentage of the turnoverorrevenueorincomeandnetworthcontributed by such unit/division/subsidiaryof the listed entity during the last financialyear ended 31st March 2020.	Shemaroo Entertainment Limited LLC, UAE(As on 31.03.2020):Revenue -NIL.Networth –Rs. (66.94) Lakhs.
2.	Date on which Agreement for sale has beenentered into	Not Applicable
3.	Theexpecteddateofcompletionofsale/disposal	Shemaroo Entertainment Limited LLC, UAE(WOS) has initiated the process of Closurewith its authorities in UAE.
4.	Considerationreceivedfromsuchsale/disposal.	Not Applicable
5.	Brief details of buyers and whether any of thebuyers belong to the promoter/promotergroup/group companies.	Not Applicable
6.	Whether the transaction would fall withinrelated party transactions?If yes, whether the same is done at "arm'slength";	Not Applicable
7.	Additionally, in case of a slump sale, indicativedisclosuresprovidedforamalgamation/merger, shall be disclosed bythe listed entity with respect to such slumpsale.	Not Applicable

For Shemaroo Entertainment Limited

Dipesh U. Gosar Company Secretary & Compliance Officer Membership No.: A23755 DIPESH UTTAMCHA ND GOSAR Digitally signed by DIPESH UTTAMCHAND GOSAR DN: c=IN, o=Personal, postalCode=400064, st=Maharashtra, 2.5.4.20=8e2fb310dd888f28e02b9d351282 c7a49274d9a5fecc42a5fc4d6cd302ccac96, serialNumber=499d50b8c56ae49a87b280 0c83b2c306ad8ab6a0ce71ff10ec28e8bc2b 5c2e89, cn=DIPESH UTTAMCHAND GOSAR Date: 2020.07.29 18:11:57 +05'30'