Directors Report of Zee Media Corporation Ltd.

Mar 31, 2025

The Board of Directors of Zee Media Corporation Limited
(''ZMCL or ''Company'') take pleasure in presenting the Twenty
Sixth (26^th) Annual Report of the Company, on the business
and operations of the Company, together with Annual Audited
Standalone and Consolidated Financial Statements and the

Auditor''s Report thereon, for the Financial Year ended March
31, 2025.

1. FINANCIAL HIGHLIGHTS

A summary of the financial performance of the Company
for the Financial Year ended March 31, 2025, is as below:

Particulars	Standalone - Year ended		Consolidated - Year ended
	March 31,2025	March 31,2024	March 31,2025	March 31,2024
Total Revenues	4,635.14	4,762.12	6,329.76	6,630.27
Total Expenses	6,082.24	5,859.46	7,898.22	7,865.44
Profit / (Loss) before Tax, Share of Profit / (Loss) of Associates & Exceptional Items	(1,447.10)	(1,097.34)	(1,568.46)	(1,235.17)
Exceptional Items	88.06	(32.15)	(30.40)	(34.98)
Share of Profit / (Loss) of Associates	-	-	-	2.82
Profit / (Loss) before Tax	(1,359.04)	(1,129.49)	(1,598.86)	(1,267.33)
Tax Expenses (Net)	(355.58)	(269.62)	(404.71)	(283.09)
Profit /(Loss) after Tax	(1,003.46)	(859.87)	(1,194.15)	(984.24)

There are no material changes and commitments that
occurred after the close of the financial year till the date
of this report which affects the financial position of the
Company, except as mentioned in this report.

Based on internal financial control framework and
compliance systems established in the Company and
verified by the external professional firms and statutory
auditors'' and reviews performed by the management
and/or the Audit Committee of the Board, your Board is
of the opinion that Company''s internal financial controls
were adequate and effective during the Financial Year
2024-25.

2. DIVIDEND

In view of the need to conserve financial resources, your
Board of Directors have not recommended any dividend
for the Financial Year 2024-25.

The Board of Directors of the Company had approved
and adopted a Policy on Distribution of Dividend, as
amended from time to time, to comply with Regulation
43A of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (''Listing Regulations''). The said Policy of the
Company sets out the parameters and circumstances
that will be taken into account by the Board in determining
whether or not to distribute dividend to its shareholders,
the quantum of profits and/or retained profits to be
distributed as dividend etc. The policy is available on the
website of the Company viz. www.zeemedia.in.

3. BUSINESS OVERVIEW

Your Company is a leading player in India''s diverse
and cacophonous news broadcasting and digital media
landscape. As a pioneer in the 24/7 news segment and
with its carefully calibrated strategies, the Company,

along with its subsidiaries, has managed to carve a place
for its diversified bouquet of TV and digital properties,
encompassing 19 news channels (comprising of 16 TV
News channels - 1 Global, 4 National and 11 Regional
channels along with 3 digital-only News channels)
and multiple websites along with 14 mobile apps. The
Company has gradually and diligently built its broad
reach by catering to a wide array of global, national, and
regional audiences, offering differentiated content in 12
multiple languages, reaching over 283 million individuals
every month across India in FY 2024-25.

The Company has established a comprehensive network
of news bureaus, correspondents, and stringers
across India, significantly enhancing its newsgathering
capabilities. This domestic reach is complemented by a
global footprint through international correspondents
and strategic partnerships with leading news agencies,
enabling timely and in-depth coverage of events across
geographies.

Driven by a strategy rooted in innovation and audience
engagement, the Company has evolved beyond traditional
linear television to build a robust digital ecosystem. This
transformation reflects a proactive response to shifting
consumer preferences and market dynamics, allowing
the Company to deliver customized content to both mass
and niche audiences across multiple platforms.

Advanced technologies have been integrated across
the content value chain—from creation and assembly
to distribution. Tools for live reporting and real-time
updates further enhance the Company''s ability to
deliver compelling and differentiated news experiences.
These strategic investments continue to reinforce its
competitive edge in both Television and Digital Media
segments.

The Company has progressively expanded its digital
portfolio, establishing a strong presence through
websites, mobile applications, and social media
platforms. This multi-channel approach mirrors its
television strategy, aiming to capture a broad audience
while also catering to specialized interests. The digital
offerings include a diverse range of websites, each
aligned with specific channels and sub-brands, featuring

multilingual content and tailored sections to engage
varied audience segments.

Strategic alliances with national and international news
agencies have further strengthened the Company''s global
reporting capabilities. Through this network, the Company
facilitates on-the-ground and live coverage from across
the world, significantly enhancing the international reach
of its channels—most notably WION, which continues to
benefit from this expansive global presence.

The Company is a key player in the Indian Media &
Entertainment (M&E) sector, which contributed 0.73% of
the national GDP in 2024. As per the FICCI EY report of
March 2025, the Indian M&E sector grew at a moderate
pace in 2024, reaching an estimated INR 2.5 trillion (USD
29.4 billion) with a 3.3% increase over 2023. This not only
lagged the sector''s growth in the previous year of 8.3%
but also the growth in India''s Nominal GDP of 9.8%. While
the ad spending expanded by 8.1%, which was in the
ballpark of the 8.7% Nominal Per Capita GDP growth, the
revenue from Subscriptions fell by 1.6% and from Content
& Services was flat. The Company has a presence in three
segments of the M&E sector, viz. Television, Digital Media
and Live events. Digital media and Live events were the
best performers in terms of growth in 2024 with a 17% and
14.9% YOY rise respectively. The Television segment saw
a degrowth of 4.5%. The Indian M&E sector is projected
to rebound strongly in 2025, with an anticipated growth
rate of 7.2% to reach INR 2.7 trillion (USD 31.6 billion). The
Global Media & Entertainment (M&E) sector on the other
hand is poised for substantial growth with a projected
growth rate of -7.5% over 2024 and to reach approximately
$2,871.79 billion in 2025, as per The Business Research
Company. The sector is undergoing an exciting
growth phase and evolution driven by transformative
technologies. The expansion is being shaped by changing
consumption habits and technological advancements. Key
trends driving this expansion and evolution include the
pervasive smartphone penetration and presence of social
media, the continued dominance and transformation of
streaming services, accelerating integration of Artificial
Intelligence (AI) and machine learning in revolutionizing
content personalization and advertising, the rising
popularity of podcasting and independent creators, the

increasing adoption of interactive and immersive content

experiences through AR and VR technologies, and the

sustained explosive growth in gaming.

Key Highlights of the Company Performance in FY 2024-25:

• The Company''s bouquet of TV channels had a
monthly average reach of 283 million individuals in
India in FY 2024-25.

• Its digital properties garnered 6.6 billion page views
and 193 million Monthly Average Users during the
financial year. Zee Digital consistently ranked third
in FY 2024-25 in the news and information category,
as per ComScore.

• The flagship channel of the Company, Zee News, was
among the first to integrate AI in its programming
by using an AI anchor, ''Zeenia,'' which delivered
AI-based exit poll information that was among the
most accurate in predicting voting trends.

• On the back of its continued excellence in delivering
customised content aimed at audience niches,
integrated programming through the conduct and
telecast of live events aimed at engaging specific
segments of the audience, and news gathering, Zee
News rose from the 10^th position before FY 2024-25 to
rank in the top 5 during the major part of FY 2024-25.

• The regional channels of the Company also
organized several events centered around the
themes relevant to the local audience. Some of the
notable ones were Zee Real Heroes Awards 2025,
Unveiling India Quiz and Ek Bharat, Shresth Bharat
by Zee News, Emerging Madhya Pradesh by Zee
Madhya Pradesh Chhatisgarh, Hai Naman Unko and
Swarnim Rajasthan by Zee Rajasthan, and Leaders
of Prayagraj and Vikas Ki Devbhoomi by Zee Uttar
Pradesh Uttaranchal.

• Zee 24 Ghanta won the live telecast rights for the
popular ''Calcutta Premier League''.

• Zee Business collaborated with Kotak Neo to
educate and empower small investors in urban and
rural India by running a series ''Kona Kona Investor''.

Financial Performance

The Consolidated Operating Revenue decreased
marginally by 2.6% (from ''6,382.90 million in FY24
to ''6,219.15 million in FY25) while the Operating
EBITDA loss reduced from ''391.80 million in FY24
to ''184.8 million in FY25, reducing by nearly 53%,
riding on reduction in operating costs and employee
benefits expenses. Finance costs and Depreciation and
Amortization Expenses rose during the year. The Net
loss was ''1,194.2 million in FY25 as compared to a net
loss of ''984.24 million in FY24.

Consequent to the invocation of the Corporate Guarantee
issued by the Company in relation to the non-convertible
debentures of Diligent Media Corporation Limited
(''DMCL'') and subsequent to the discharge of liability
by the Company under the said Corporate Guarantee,
an amount of ''2,900 million was recoverable by the
Company from DMCL, in addition to other receivables.
Post discussions, the Company and DMCL proposed
to settle the entire outstanding amount by - transfer /
assignment of Identified Trademarks of DMCL valued at
''1,700 million, cash payment of ''120 million and writing
off of the balance amount. The Board of Directors of both
the companies had approved the Settlement Agreement
inter-alia containing the detailed terms of Settlement.
The said settlement terms were approved by the
shareholders of the Company and were also approved by
the shareholders of DMCL. Upon receipt of the requisite
approvals, the Company, during the year ended March
31, 2023, had entered into the Settlement Agreement
with DMCL, which was subject to transfer of all rights,
clear title and interest in the identified trademarks
of DMCL to the Company. As per the said Settlement
Agreement, the Company had received the payment
of ''120 million from DMCL and written off receivables
during the year ended March 31, 2023. Subsequently,
the Companies executed addendums / documents with
respect to the settlement agreement, affirming that the
Company will have exclusive rights over the Identified
Trademarks and DMCL shall take all steps to transfer
the clear title pertaining to the Identified Trademarks to
the Company in a phased manner. Basis the execution
of aforementioned documents, the Company has

recognized the Identified Trademarks as an intangible
asset during the year ended March 31, 2024. Further,
during the FY 2024-25, the Company executed a Deed
of Hypothecation to retain its exclusive rights over the
identified trademarks. As on the quarter ended June 30,
2025, DMCL has completed the entire billing upon the
Company.

The Board at its meeting held on February 3, 2021, and
basis the applications received from the investors, had
approved the allotment of 2,300 (Two Thousand Three
Hundred) unrated, unlisted, secured, redeemable Non¬
Convertible Debentures (''NCDs'') bearing a face value of
''10,00,000/- (Rupees Ten Lakh only), each for cash at
par, aggregating to ''2,30,00,00,000/- (Two Hundred and
Thirty Crores only), carrying coupon @ 9% per annum, on
a private placement basis. During the Financial Year, the
Company has duly repaid the entire outstanding against
the said NCDs and all the NCDs have been redeemed.

4. SUBSIDIARIES & ASSOCIATE COMPANIES

As on March 31,2025, your Company has 3 (Three) Wholly
Owned Subsidiaries (''WOS'') viz. Zee Akaash News Private
Limited, Indiadotcom Digital Private Limited and Pinews
Digital Private Limited (Presently known as Pinewz
Digital Private Limited). In addition, the Company has 2
(Two) Associate entities, viz. Today Merchandise Private
Limited and Today Retail Network Private Limited.

Wholly Owned Subsidiaries:

Zee Akaash News Private Limited

Zee Akaash News Private Limited (''ZANPL) is a WOS of
the Company incorporated in the State of Maharashtra on
December 28, 2005. The Company is, inter alia, engaged
in the business of broadcasting of satellite television
channels namely - Zee 24 Ghanta in Bengali Language.
The Company is an unlisted material subsidiary as on
March 31,2025, as per the thresholds laid down under the
Listing Regulations. In compliance with the provision(s)
of Regulation 24 of the Listing regulations, Mr. Raj Kumar
Gupta, Independent Director of the Company, acts as an
Independent Director on the Board of Zee Akaash News
Private Limited (unlisted material subsidiary).

During the financial year under review, post requisite
approvals, ZANPL entered into a definitive Agreement
dated October 10, 2024, for making an investment of
upto ''3,75,22,391/- (Rupees Three Crore Seventy-Five
Lakh Twenty Two Thousand Three Hundred and Ninety
One Only), in tranches, in Flutrr Digimate Private
Limited ("Flutrr"), a company inter-alia engaged in the
field of providing information technology solutions and
technology enabled services. The said investment is
through equity shares and convertible warrants of Flutrr.
The said strategic investment aims to leverage ZANPL''s
capabilities and expand its reach, thereby enhancing its
competitive position and driving growth opportunities.

Post closure of the financial year under review, post
requisite approvals, ZANPL entered into a definitive
Agreement dated May 2, 2025, for making an investment
of upto ''1,79,42,813/- (Rupees One Crore Seventy Nine
Lakhs Forty Two Thousands Eight Hundred and Thirteen
Only), in tranches, in ALT Realtech Private Limited
(''ALTDRX''), a company inter-alia engaged in the field of
business of operating a digital real estate marketplace
and platform that allows users to invest in real estate
backed by tradeable digital assets. The said investment
is through equity share and warrants of ALTDRX. The
said strategic investment aims to leverage ZANPL''s
capabilities and expand its reach, thereby enhancing its
competitive position and driving growth opportunities.

Indiadotcom Digital Private Limited

With a rationale for projected substantial growth of
the digital publishing business division and with an
objective to unlock the digital value and focus on growth
of the digital publishing business across the globe, post
necessary approvals, Rapidcube Technologies Private
Limited was incorporated as a WOS of the Company on
October 29, 2020, to undertake the digital publishing
business. Rapidcube Technologies Private Limited
changed its name to ''Indiadotcom Digital Private
Limited'' (''IDPL) for a better reflection of its current
business proposition.

The Company is a unlisted material subsidiary as on
March 31, 2025, as per the thresholds laid down under the
Listing Regulations. In compliance with the provision(s)

of Regulation 24 of the Listing regulations, Ms. Swetha
Gopalan and Mr. Raj Kumar Gupta, Independent Directors
of the Company, act as Independent Directors on the
Board of IDPL.

During the financial year under review, post requisite
approvals, IDPL entered into a definitive Agreement
dated April 12, 2024, for making an investment of upto
''8,76,00,000/- (Rupees Eight Crore Seventy Six Lakh
Only), in tranches, in Vyomeen Media Private Limited
(''Newsreach''), a company inter-alia engaged in the field of
PR, media and advertising. The said investment is through
equity shares and convertible equity linked instruments
(Optionally Convertible Redeemable Preference Shares)
of Newsreach. The said strategic investment aims to
bolster IDPLs presence in the digital publishing sector
and unlock value in the expanding media landscape.

Pinewz Digital Private Limited

Pinews Digital Private Limited, the WOS of Zee Media
Corporation Limited was incorporated on July 3, 2024. The
Company had been incorporated inter-alia to carry on the
business of mainstream media, through Hyper Local App,
by intelligently driven Artificial Intelligence. Post closure of
the Financial Year under review, the name of the Company
was changed from ''Pinews Digital Private Limited'' to
''Pinewz Digital Private Limited'', with effect from June 17,
2025.

Zee Media Inc

Zee Media Inc, the WOS of Zee Media Corporation
Limited was incorporated on April 4, 2024, in the State of
Delaware, United States of America. The Company had
been incorporated inter-alia to carry on the business of
dissemination of the Company''s content on all distribution
platforms, including linear and digital platforms and to
undertake targeted award and event functions.

Due to pending approvals for Overseas Direct Investment
(ODI), no investment towards capital has been made by
the Company in Zee Media Inc till date.

Associates:

Today Merchandise Private Limited and Today Retail
Network Private Limited are the associate companies

of your Company. Today Merchandise Private Limited''s
objects include handling customer acquisition, marketing,
procurement, sales promotion, brand management,
website hosting and other ancillary activities. Today Retail
Network Private Limited''s objects include trading of
merchandise like international books, apparels, footwear
etc. through internet promotions.

In addition to the above, the Board at its meeting held on
June 13, 2024, approved incorporation of a WOS of the
Company in India to inter-alia engage in the business of
bringing forth ancient knowledge of scriptures intersecting
with modern science, focusing on spirituality, mindfulness
and wellbeing through the launch of appropriate digital
and alternative media properties in the infotainment
space. The said WOS is yet to be incorporated.

Your Company funds its subsidiary (ies), from time to
time, to meet the working capital and other business
requirements, in compliance with applicable regulatory
provisions. During the year ended March 31, 2023, the
Company had converted unsecured loan along with
trade receivables aggregating to ''1,100.00 million into
110 number of 0.01% Optionally Convertible Debentures
(''OCDs'') of ''10.00 million each, of its wholly owned
subsidiary (WOS) viz. Indiadotcom Digital Private Limited.
The said OCDs are convertible into equity shares of ''10
each in the ratio of 1:1,000,000, within 9 years or at the
option of the IDPL, whichever is earlier. Post partial
redemption of the OCDs, as on March 31, 2025, the
Company holds 95 number of 0.01% Optionally Convertible
Debentures (''OCDs'') of ''10.00 million each aggregating to
''950 million, in Indiadotcom Digital Private Limited.

Simultaneously during the financial year ended March
31, 2023, the Company''s other WOS viz. Zee Akaash
News Private Limited also converted the unsecured loan
of ''200.00 million into 20 number of 0.01% Optionally
Convertible Debentures (''OCDs'') of ''10.00 million each,
of Indiadotcom Digital Private Limited at same terms
of issuance. Further, during the financial year ended
March 31, 2024, Zee Akaash News Private Limited also
converted additional unsecured loan of ''200.00 million
into 20, 0.01% Optionally Convertible Debentures
(''OCDs'') of ''10.00 million each, of Indiadotcom Digital

Private Limited, at the same terms. Accordingly, as on
March 31,2025, Zee Akaash News Private Limited holds
40 number of 0.01% Optionally Convertible Debentures
(''OCDs'') of ''10.00 million each aggregating to ''400
million, in Indiadotcom Digital Private Limited.

During the year, there have been no material changes in
the nature of business of the subsidiaries. All subsidiaries
and associates of the Company are managed by their
respective Board of Directors / Management teams in the
best interest of those Companies and their shareholders.

Apart from the above, the Company does not have any
Subsidiary / Joint-venture / Associate Company.

Audited Accounts of Subsidiary Company

Your Company has prepared the Annual Audited
Consolidated Financial Statements in accordance with
Section 129(3) of the Companies Act, 2013 (the Act'') read
with the applicable Indian Accounting Standards and Listing
Regulations. As required under the Indian Accounting
Standards (Ind AS), notified under Section 133 of the Act
and applicable provisions of the Listing Regulations,
the Audited Consolidated Financial Statements of the
Company reflecting the Consolidation of the Accounts
of its Subsidiaries and Associates are included in this
Annual Report. Further, a Statement containing the Salient
Features of the Financial Statements of Subsidiaries/
Associate Companies pursuant to sub-section 3 of Section
129 of the Act in the prescribed Form AOC-1 is appended as
Annexure to this Board Report.

In accordance with Section 136 of the Act, the Annual
Audited Financial Statements including the Consolidated
Financial Statements and related information of the
Company and Annual Audited Accounts of the Subsidiaries
are available on the investor section on the website of the
Company viz. www.zeemedia.in. Your Company also has
a policy in place for determining Material Subsidiaries
in terms of the provisions of Listing Regulations. The
Policy for determining Material Subsidiaries is available
on the Company''s website viz. www.zeemedia.in. As on
March 31, 2025, the Company has two unlisted material
subsidiaries viz. Zee Akaash News Private Limited and
Indiadotcom Digital Private Limited.

5. CAPITAL STRUCTURE

During the year under review, there was no change in
the Capital Structure of the Company. Accordingly, as at
March 31, 2025, the Capital structure stand as follows:

• The Authorised Share Capital of the Company is
'' 1,93,00,00,000/- (Rupees One hundred and ninety
three crores only) divided into 1,770,000,000 (One
hundred and seventy seven crores) Equity Shares
of ''1/- (Rupee One) each and 160,000,000 (Sixteen
crores) Preference Shares of ''1/- (Rupee One) each.

• The Paid-up Equity Share Capital of the Company
is ''62,54,28,680/- (Rupees Sixty two crore fifty four
lakhs twenty eight thousand six hundred and eighty
Only) divided into 625,428,680 (Sixty two crore fifty
four lakhs twenty eight thousand six hundred and
eighty) Equity Shares of ''1/- (Rupee One) each.

Listing of Company’s Securities

Your Company''s equity shares continue to be listed and
traded on National Stock Exchange of India Limited (''NSE'')
and BSE Limited (''BSE''). Both these Stock Exchanges
have nationwide trading terminals and hence facilitate
the shareholders/investors of the Company in trading the
shares. The Company has paid the annual listing fee for
the Financial Year 2025-26 to the said Stock Exchanges.

Depositories

Your Company has arrangements with National
Securities Depository Limited (''NSDL) and Central
Depository Services (India) Limited (''CDSL), the
Depositories, for facilitating the members to trade in the
equity shares of the Company in Dematerialized form.
The Annual Custody fees for the Financial Year 2025-26
have been paid to both the Depositories.

6. FUND RAISING

A. Issuance of Convertible Warrants to Promoter
Group:

In order to meet the growth trajectory / future
business expansion plans and to meet its working
capital, capital expenditure and general corporate

purpose requirements, the Board at its meeting
held on November 12, 2021, upon a request received
from a promoter group entity expressing its support
/ intention to invest in the Company, approved the
issuance of upto 135,000,000 (Thirteen Crores and
Fifty Lakhs only) Warrants at a Price of ''12.20/-
per Warrants (''Warrant Issue Price''), aggregating
up to ''1,647,000,000/- (Rupees One Hundred Sixty
Four Crores and Seventy Lakhs Only), in terms of
applicable regulatory provisions.

Further, the Board at its meeting held on January
5, 2022, in furtherance to the approval of the
shareholders and other requisite approvals, and
upon receipt of an upfront amount of ''3.05/-
(Rupees Three decimal point zero five Only) for
each Warrant, aggregating to ''411,750,000/- i.e.
25% of Warrant Issue Price, allotted 135,000,000
Warrants on preferential basis to Asian Satellite
Broadcast Private Limited, a Promoter Group Entity.
The said Warrants were inter-se transferred from
Asian Satellite Broadcast Private Limited to another
Promoter Group Entity named Elitecast Media
Limited (''Elitecast''). In terms of the applicable
provisions and terms of the offer, the payment of
Warrant Exercise Price (being 75% of Warrant Issue
Size) was due on or before July 5, 2023.

Elitecast informed the Company that pursuant to
the Order(s) passed by Hon''ble Delhi High Court and
other courts, Elitecast had been directed to maintain
status quo in respect of the said Warrants. The Board,
at its meeting held on July 5, 2023, while taking on
record the communication of Elitecast, advised the
management to file appropriate application with
Securities and Exchange Board of India (''SEBI'')
to seek relaxation / extension for receiving the
Warrant Exercise Price from Elitecast. Accordingly,
the Company filed an Exemption Application under
Regulation 300 of the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, seeking relaxation of strict
enforcement of Regulation 162 (1) read with 169(3) of
the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,

2018, with SEBI. SEBI vide its communication dated
August 24, 2023, has advised the company that it may
seek the said relaxation / extension post final Order
of Hon''ble DRT in the said matter and Company to
abide by directions of the Hon''ble DRT in this regard.

B. Issuance of Convertible Warrants to Foreign
Portfolio Investors:

During the financial year under review, the Board
at its meeting held on June 26, 2024, considered
and granted its In-Principle approval to raise funds
through permissible means under applicable laws
including but not limited to, by way of, issue of equity
shares/ convertible bonds/ debentures/ warrants/
preference shares/ foreign currency convertible
bond / any other equity linked securities and/ or
any other securities, for an amount not exceeding
''200 crores, in one or more tranches, subject to
such approvals as may be required including that of
shareholders / regulatory and statutory approvals.
The Company initiated the process to seek the
approval of the Shareholders by way of a Special
Resolution through notice of postal ballot dated
June 26, 2024, for Issuance of Securities for an
amount not exceeding ''200 Crores. The E-voting
period commenced on Friday, July 12, 2024, at 9:00
A.M. (IST) and ended on Saturday, August 10, 2024,
till 5:00 P.M. (IST). The Shareholders of the Company
approved the said fund-raising proposal vide the
resolution passed on August 10, 2024. The voting
results, in compliance with Regulation 44(3) of the
Listing Regulations and the Scrutinizer''s Report
as per Section 108 of the Companies Act, 2013
and Rule 20 of the Companies (Management and
Administration) Rules, 2014, was duly submitted to
the Stock Exchanges within the stipulated timelines.

The Board at its meeting held on September 27, 2024,
evaluated the possibility of issuing equity shares or
other instruments, including convertible securities,
for an aggregate amount up to ''200 crores. The Board
at the said meeting also took on record the letter of
intent received by the Company from three Foreign
Portfolio Investors. Thereafter, the Board approved

raising of funds through Issuance of upto 13,33,33,333
(Thirteen Crores Thirty-Three Lakhs Thirty-Three
Thousand Three Hundred and Thirty Three Only)
Warrants, fully convertible or exchangeable for, one
fully paid-up equity share of the Company (''Warrants'')
at an issue price of ''15/- (Rupees Fifteen Only) per
Warrant, aggregating to an amount not exceeding
''2,00,00,00,000/- (Rupees Two Hundred Crores Only),
with the right to Warrant Holder(s) to apply for and
be allotted 1 (One) fully paid Equity Share of the face
value of ''1/- each of the Company at a price of ''15/-
per Equity Share (including premium of ''14/- per
Equity Share) for each Warrant, with the amount paid
against each Warrant to be adjusted against the issue
price for the resultant Equity Share, within a period
of 18 (Eighteen) months from the date of allotment of
the Warrants, to the below entities (Foreign Portfolio
Investors) forming part of Non-promoter / Non¬
Promoter Group of the Company, on preferential basis:

• UNICO Global Opportunities Fund Limited

• AL Maha Investment Fund PCC - Onyx Strategy

• Ebisu Global Opportunities Fund Limited

In terms of the issue, an amount equivalent to 25%
of the Warrant Issue Price (i.e. ''3.75/- per Warrant)
was paid at the time of subscription to the Warrants.
The said ''3.75/- (i.e. Warrant Subscription Price)
will be adjusted and appropriated against the issue
price of the resulting equity shares. Accordingly,
the Warrant Subscription Price shall be adjusted
and appropriated only against the issue price of the
resulting Equity Share. The adjustment shall not be
against the Warrant Exercise Price (i.e. 75% of the
Warrant Issue Price). The adjustment shall be done
into the resulting equity shares, upon receipt of entire
Warrant Issue Price, when the Company shall be
converting Warrants and Issuing the Equity Shares.

The objects of the said Issue, as approved by the
Board of Directors of the Company, are as below:

S. No.	Particulars	Total estimated amount to be utilised for each of the Objects (''Crs.)	Tentative timelines for utilization of Issue Proceeds from the date of receipt of funds
1	Payment of Current Liabilities*	125	Within 6 months from the receipt of funds
2	Capital Expenditure*	25
3	General Corporate Purpose	50
	Total	200

*includes payments towards various short-term liabilities that are due in the ordinary course of business, such as vendors for services, short-term creditors
and includes payment of debt.

$includes payment for purchase of long-term tangible and intangible assets and investments towards future business expansion initiatives of the Company.

The Company does not intend to use the proceeds
for any other purpose in the interim. Till such time
the issue proceeds are fully utilized, the Company
shall keep the subscription amount in the bank
account of the Company.

The approval of the shareholders of the Company
for the aforesaid issuance of Fully Convertible
Warrants was obtained at Extra Ordinary General
Meeting of the Company held on October 22, 2024.
The Company had submitted its application to BSE
Limited and the National Stock Exchange of India
Limited (''Stock Exchanges'') seeking In-Principle

approval with respect to the aforesaid issuance of
Fully Convertible Warrants on preferential basis,
and the approval for the same was granted by the
Stock Exchanges on October 24, 2024.

Post receipt of the shareholders / regulatory and
statutory approvals and upon receipt of 25% of
the Warrant Issue Price, i.e., ''3.75/- per warrant,
aggregating to ''49,99,99,999/- (Rupees Forty Nine
Crores Ninety Nine Lakhs Ninety Nine Thousand
Nine Hundred and Ninety Nine Only), as the Warrant
Subscription Price, the Board on November 7,
2024, allotted 13,33,33,333 (Thirteen Crores Thirty

Three Lakhs Thirty Three Thousand Three Hundred
and Thirty Three Only) fully convertible warrants
(''Warrants'') at a price (inclusive of both the Warrant
Subscription Price and the Warrant Exercise Price)
of ''15/- per warrant (''Warrant Issue Price''), on
a preferential basis to three Foreign Portfolio
Investors (''FPIs'') (forming part of the Non-Promoter
/ Non-Promoter Group category). The Company
has fully utilized the Upfront Warrant Subscription
money towards the objective for which funds were
raised, and the monitoring reports are being filed
with the Stock Exchanges in this regard, as per
extant applicable provisions.

C. Issuance of Foreign Currency Convertible Bonds
(FCCB):

The Company''s business of broadcast and
distribution of News and Current Affairs linear
channels, is not only extremely competitive but
also an ever-changing one, because of which the
Company continues to face new challenges. In order
to face and overcome these challenges and continue
to improve its performance, the company needs to
be not only dynamic but also sufficiently funded to
tackle these challenges. The Company continues to
undertake additional steps to further enhance its
financial capabilities through additional fund raising
to support its growth trajectory and future business
expansion plans. In view of the same, during the
Financial Year under review, the Board at its meeting
held on January 13, 2025, granted it''s in-principle
approval for exploring available options for raising
of further funds through all permitted instruments,
including but not limited to, by way of issuance of
equity shares/ convertible bonds/ debentures/
warrants/ preference shares/ foreign currency
convertible bond (FCCB) / any other equity linked
securities and/ or any other securities including
through preferential issue on a private placement
basis, qualified institutional placement or any
other methods or combinations thereof, listed or
unlisted, for an amount not exceeding ''400 crores
(or equivalent amount in foreign currency), in one
or more tranches, subject to necessary approvals.

The fund-raise will enhance the financial
capabilities of the Company to, inter-alia, support
its growth trajectory and future business expansion
plans by entering new markets globally and
launching new and innovative products, to fortify its
position and strength. This will enable the Company
to further establish itself as a leading provider of
high-quality content, catering to the evolving needs
and preferences of its audiences. By expanding its
offerings, the Company aims to increase its reach
and engagement, diversify its revenue streams, and
strengthen its position. The proposed fund-raise will
provide the Company with the necessary resources
to support its growth plans, including investing in
new technologies, enhancing its content offerings,
and expanding its marketing and distribution
efforts. Overall, the fund-raise is a strategic move
to support the Company''s long-term growth and
success, and to establish itself as a leading player
in the Industry.

The said proposal was placed before the
shareholders of the Company for their approval
through Postal Ballot process and the same was
approved with requisite majority on February 21,
2025. Post receipt of the shareholders approvals,
the Board at its meeting held on April 8, 2025,
approved raising funds by issuance of 5% coupon,
unsecured, unlisted, Foreign Currency Convertible
Bonds up to USD 4,65,90,000, with a maturity of
10 years (''FCCBs'') on a private placement basis to
UNICO Global Opportunities Fund Limited and Sun
India Opportunities Investing Fund ''incorporated
VCC sub-fund'' (''Proposed Investors''), on terms and
conditions as decided between the Company and
the Proposed Investors, as per the applicable ECB
guidelines set forth by the Reserve Bank of India.
Definitive agreements were entered into between
the Company and the Proposed Investors in this
regard.

The Company had submitted its application to
BSE Limited and the National Stock Exchange of
India Limited seeking In-Principle approval with
respect to the aforesaid issuance of FCCBs, and

the approval for the same was granted by National
Stock Exchange of India Limited on May 2, 2025, and
BSE Limited on May 5, 2025. The Company has also
obtained the Loan Registration Numbers (LRNs)

from Reserve Bank of India with respect to the
aforesaid FCCBs. The FCCB issuance is presently
open, and the allotment shall be made upon receipt
of the subscription money.

DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT(S):

(Pursuant to appticabte provisions of the Listing Regulations and the Act1

Particulars	A. Issuance of Convertible Warrants to Promoter Group (Preferential Allotment)	B. Issuance of Convertible Warrants to Foreign Portfolio Investors (Preferential Allotment)
Board approval date for Issuance	November 12, 2021	September 27, 2024
Shareholder Approval Date	December 14, 2021	October 22, 2024
Board approval date for allotment	January 5, 2022	November 7, 2024
Type of Instrument	Fully Convertible Warrants on preferential basis	Fully Convertible Warrants on preferential basis
Number of Warrants Allotted	13,50,00,000 (Thirteen Crores Fifty Lakhs Only1	13,33,33,333 (Thirteen Crores Thirty Three Lakhs Thirty Three Thousand Three Hundred and Thirty Three Only)
Issue Price per Warrant	''12.20/- (Face value ''1/- and Premium ''11.20/-)	''15/- (Face value ''1/- and Premium ''14/-)
Conversion Price	Upon payment of Warrant Issue Price, the amount paid against each Warrant will be adjusted against the issue price for the resultant Equity Shares.	Upon payment of Warrant Issue Price, the amount paid against each Warrant will be adjusted against the issue price for the resultant Equity Shares.
Total Fundraising Potential	''1,64,70,00,000/-	''1,99,99,99,995/-
Upfront Subscription Amount (25%)	''41,17,50,000/- (''3.05/- per warrant)	''49,99,99,998.75/- (''3.75/- per warrant)
Balance Amount Payable (75%)	''1,235,250,000/-, due by July 5, 2023 (Warrant holder informed that pursuant to the Order(s) passed by Hon''ble Delhi High Court and other courts, it had been directed to maintain status quo in respect of the said Warrants. The Company filed an Exemption Application under Regulation 300 of the SEBI ICDR Regulations seeking relaxation of strict enforcement of Regulation 162 (1) read with 169(3) of the SEBI ICDR Regulations, with SEBI. SEBI vide its communication dated August 24, 2023, has advised the company that it may seek the said relaxation / extension post final Order of Hon''ble DRT in the said matter and Company to abide by directions of the Hon''ble DRT in this regard.)	''1,49,99,99,996.25/-, due by May 2026 (within 18 months of allotment)
Date of Allotment	January 5, 2022	November 7, 2024

As on March 31, 2025, the Board comprised of 7 (Seven)
Directors which include 1 (One) Executive Director, 2
(Two) Non-Executive Non-Independent Directors and 4
(Four) Non-Executive Independent Directors including 1
(One) Woman Independent Director.

Post the close of the Financial Year and as on the date of
this Report, the Board comprises of 6 (Six) Directors which
includes 1 (One) Executive Director, 2 (Two) Non-Executive
Non-Independent Director and 3 (Three) Independent
Directors including 1 (One) Woman Independent Director.

During the year under review, and subsequent to the
closure of the financial year, the following changes -
including appointments, re-appointments, and cessations
- took place in the composition of the Board of Director:

1. Upon the recommendation of the Nomination and
Remuneration Committee, the Board at its meeting
held on August 7, 2024, considered and recommended
the re-appointment of Mr. Surender Singh, Non¬
Executive Director (DIN: 08206770), to the shareholders
of the Company. The said re-appointment was duly
approved by the shareholders of the Company at the
25^th Annual General Meeting of the Company held on
September 27, 2024;

2. Mr. Purushottam Vaishnava (DIN: 01958304) resigned
as Non-Executive Non-Independent Director with
effect from close of business hours of November 25,
2024;

3. Upon the recommendation of the Nomination and
Remuneration Committee, the Board at its meeting
held on October 25, 2024, considered and approved
appointment of Mr. Vikas Garg (DIN: 00255413)
as an Additional Director in the category of Non¬
Executive Independent Director of the Company,
subject to approval of the shareholders, with effect
from October 26, 2024;

4. Mr. Vikas Garg (DIN: 00255413) resigned as Non¬
Executive Independent Director with effect from
close of business hours of May 29, 2025;

5. Upon the recommendation of the Nomination and
Remuneration Committee, the Board at its meeting

held on July 29, 2025, considered and recommended
the re-appointment of Mr. Susanta Kumar Panda
DIN: 07917003) as an Independent Director of the
Company for the second term of 5 (five) consecutive
years commencing from September 1, 2025,
which appointment was subject to the approval
of the shareholders. Basis the Votes cast by the
shareholders through postal Ballot concluded
on August 30, 2025, the said re-appointment was
approved with requisite majority; and

6. Upon the recommendation of the Nomination and
Remuneration Committee, the Board at its meeting
held on July 29, 2025, considered and recommended
the re-appointment of Mr. Dinesh Kumar Garg (DIN:
02048097) as Whole time Director and designated as
an Executive Director - Finance of the Company, for a
period of 3 years with effect from September 20, 2025,
not liable to retire by rotation, which appointment was
subject to the approval of the shareholders. Basis
the Votes cast by the shareholders through postal
Ballot concluded on August 30, 2025, the said re¬
appointment was approved with requisite majority.

Pursuant to provisions of Section 152(6) of the Act,
Mr. Amitabh Kumar, Non-Executive Director (DIN:
00222260) retires by rotation at this Annual General
Meeting and, being eligible, has offered himself for
re-appointment. The Board at its meeting held on July
29, 2025, upon recommendation of the Nomination
and Remuneration Committee, has considered
and recommended the said re-appointment to the
shareholders of the Company.

As required under Regulation 36(3) of the Listing
Regulations, particulars of Director seeking re¬
appointment at this AGM are given in the Annexure to the
AGM Notice.

Your Company has obtained a Certificate from Ms.
Neelam Gupta, Practicing Company Secretary,
proprietor of Neelam Gupta and Associates, pursuant
to Regulation 34(3) read with Schedule V para C clause
10 (i) of the Listing Regulations, confirming that none
of the Directors on the board of the Company have
been debarred or disqualified from being appointed or

continuing as Directors of Companies by the Board/
Ministry of Corporate Affairs or any such Statutory
Authority.

Key Managerial Personnel (‘KMP'')

As on March 31, 2025, and as on date of this report,
the following are the KMP of the Company pursuant to
sections 2(51) and 203 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

a) Mr. Dinesh Kumar Garg, Executive Director -
Finance & Chief Financial Officer;

b) Mr. Karan Abhishek Singh, Chief Executive Officer;
and

c) Mr. Ranjit Srivastava, Company Secretary and
Compliance Officer

During the year, the following were the changes in the
KMP''s of the Company:

a) Mr. Abhay Ojha ceased to be the Chief Executive
Officer of the Company with effect from May 4, 2024;
and

b) Mr. Karan Abhishek Singh was appointed as the
Chief Executive Officer of the Company, with effect
from July 10, 2024.

Chairman of the Board

Mr. Susanta Kumar Panda, Non-Executive Independent
Director, is the Chairman of the Board, who was
appointed as Chairman with effect from September 1,
2020.

Board Diversity

The Company believes that a diverse and inclusive
Board is essential to effectively navigate the complexities
of a rapidly evolving business environment. In an era
marked by globalisation, technological disruption,
heightened social responsibility, and increasing
regulatory expectations, Board diversity plays a
pivotal role in enhancing governance standards and
strengthening risk oversight.

The Board is enriched by a broad spectrum
of perspectives, skills, experiences, and backgrounds,
which collectively foster innovative thinking, balanced
decision-making, and strategic foresight. This
diversity spans across industry expertise, functional
knowledge, leadership experience, and geographical
representation, enabling the Board to respond
effectively to emerging opportunities and challenges.
Recognising the strategic value of diversity, the
Company has adopted a Board Diversity Policy, which
outlines its commitment to building a Board that
reflects a variety of viewpoints and competencies. The
importance of diversity is not only a matter of good
governance but also acts as a key driver of long-term
success and stakeholder confidence.

Board Meetings

The meetings of the Board are scheduled at regular
intervals to discuss and decide on matters of business
performance, policies, strategies and other matters
of significance. Notice of the meetings is circulated
in advance, to ensure proper planning and effective
participation. In certain exigencies, decisions of the
Board are also accorded through circulation and through
meeting(s) convened at shorter notice. The Directors of
the Company are given the facility to attend meetings
through video conferencing, in case they so desire,
subject to compliance with the specific requirements
under the Act.

The Board met 11 (Eleven) times during the Financial
Year 2024-25, the details of which are given in the
Corporate Governance Report which forms part of this
Annual Report. The intervening period between either of
the two Board Meetings was within the maximum time
permissible under the Act and Listing Regulations.

Declaration by Directors / Independent Directors

All Directors of the Company have confirmed that they
are not debarred from holding the office of Director
by virtue of any SEBI Order or order of any other such
authority. The Directors, Key Managerial Personnel and
Senior Management have affirmed compliance with the
Code of Conduct laid down by the Company.

Independent Directors provide declarations, both at the
time of appointment/re-appointment, as well as annually,
confirming that they meet the criteria of independence as
defined in Regulation 16(1)(b) of the Listing Regulations
and Section 149(6) of the Act along with Rules framed
thereunder. In terms of Regulation 25(8) of the Listing
Regulations, the Independent Directors have confirmed
that they are not aware of any circumstances or situation
which exist or may be reasonably anticipated that
could impair or impact their ability to discharge their
duties. Based on the declarations received from the
Independent Directors, the Board has confirmed that
they meet the criteria of independence as mentioned
under Section 149(6) of the Act and Regulation 16(1)(b)
of the Listing Regulations and that they are independent
of the management.

A declaration on compliance with Rule 6(3) of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, regarding the requirement relating to
enrollment in the Data Bank for Independent Directors
as stipulated under Section 150 of the Act, has been
received from all the Independent Directors, along with
declaration made under Section 149(6) of the Act and
Regulation 16(1)(b) of Listing Regulations.

There are no pecuniary relationships or transactions
between the Independent Directors and the Company,
except for the payment of Sitting Fee and Commission.

Separate Meeting of the Independent Directors

In accordance with the provisions of Schedule IV of the
Act and Regulation 25(3) of the Listing Regulations,
during the Financial Year 2024-25, a separate meeting of
the Independent Directors of the Company was held on
March 31, 2025, without the attendance of members of
the Management. The Independent Directors reviewed
the performance of Non-Independent Directors and
the Board as a whole, performance of the Chairman
of the Company, after taking into account the views of
Executive Directors and Non-Executive Directors and
assessed the quality, quantity and timeliness of flow
of information between the Company Management
and the Board, which is necessary for the Board to
effectively and reasonably perform their duties.

Board Evaluation

In line with the Corporate Governance Guidelines of your
Company and in accordance with the criteria laid down
by Nomination and Remuneration Committee (''NRC''), a
formal evaluation of the performance of the Board, its
Committees, the Chairman and the Individual Directors
was carried out by the Board during the Financial Year
2024-25. The Board evaluation framework has been
designed in compliance with the requirements specified
under the Act, the Listing Regulations and in accordance
with the Guidance Note on Board Evaluation issued
by Securities and Exchange Board of India ( SEBI'').
The evaluation process was carried out based on an
assessment sheet structured in line with ICSI guidance
note and the guidance note issued by SEBI in this regard.

The Independent Directors of your Company, in a separate
meeting, evaluated the performance of the Chairman
and other Non-Independent Directors along with the
performance of the Board based on various criteria
recommended by the NRC and ''Guidance Note on Board
Evaluation'' issued by the SEBI. A report on such evaluation
done by the Independent Directors was taken on record
by the Board and further your Board, in compliance with
requirements of the Act, evaluated performance of all
the Directors, Board as a whole, its committees based on
various parameters including attendance, contribution etc.

The Board and the NRC reviewed the performance of
individual directors on the basis of criteria such as the
contribution of the individual director to the board and
committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution
and inputs in meetings, etc.

At the Board meeting that followed the meeting of
the Independent Directors and meeting of NRC, the
performance of the Board, its committees, and Individual
Directors was also discussed. Performance evaluation
of Independent Directors was done by the entire Board,
excluding the Independent Director being evaluated. The
Board of Directors have opined that they are satisfied
with regard to the integrity, expertise and experience
(including proficiency) of the Independent Director of the
Company appointed during the year.

The details of the evaluation process are set out in the
Corporate Governance Report which forms part of this
Report.

Policy on Directors’ Appointment and Remuneration

In compliance with the requirements of Section 134(3)

(e) and Section 178(3) of the Act, the Nomination &
Remuneration Committee (''NRC''), had fixed the criteria
for nominating a person on the Board which, inter-alia,
include desired size and composition of the Board, age
limit, qualification / experience, areas of expertise, skill
set and independence of individual.

Further, pursuant to provisions of the Act, the NRC has
formulated the Nomination and Remuneration Policy
for the appointment and determination of remuneration
of the Directors, Key Management Personnel, Senior
Management and other Employees of your Company, salient
features whereof are annexed to this report. The NRC has
also developed criteria for determining the qualifications,
positive attributes and independence of Directors and for
making payments to Executive Directors of the Company.
The policy is available at the Investor Section on the website
of the Company at viz. www.zeemedia.in

The NRC takes into consideration the best practices in
the industry while fixing the terms of the appointment
including remuneration packages. Further, the
compensation package for the Director, Key Managerial
Personnel, Senior Management and other employees is
designed based on the set of principles enumerated in the
said policy. The remuneration paid to the Directors, Key
Managerial Personnel, Senior Management and other
employees is as per the Nomination and Remuneration
Policy of your Company.

The applicable remuneration details of the Key
Managerial Personnel, along with details of ratio of
remuneration of Director to the median remuneration of
employees of the Company for the financial year under
review are provided as Annexure to this Report.

Familiarization Program for Directors

All Independent Directors are taken through an
induction and familiarization program when they join

the Board of your Company. The induction program
covers the Company''s history, background of the
Company and its growth over the last few years, various
milestones in the Company''s existence, the present
structure and an overview of the business and functions.
Independent Directors of the Company have also been
familiarized with their roles, rights and responsibilities.
In addition to management presentation on key changes
in regulatory framework and industry updates, a
detailed familiarization program was conducted on
Key amendments in Listing Regulations and SEBI
(Prohibition of Insider Trading) Regulations, 2015.

The Board including all Independent Directors are
provided with relevant documents, reports and
internal policies to enable them to familiarize with the
Company''s procedures and practices from time to time
besides regular briefing by the members of the Senior
Management Team.

The details of Familiarization Program can be viewed
in the Investor section of Company''s website at www.
zeemedia.in

Committees of the Board

In compliance with the requirements of the Act,
Listing Regulations and for smooth functioning of the
Company, your Board has constituted various Board
Committees including Audit Committee, Nomination &
Remuneration Committee, Stakeholders Relationship
Committee, Corporate Social Responsibility Committee,
Risk Management Committee, Finance Sub-Committee,
Securities Issue and Allotment Committee, Corporate
Management Committee and Disciplinary Committee.

(a) Audit Committee

Your Company has a duly constituted Audit
Committee and its composition as well as charter is
in line with the requirements of the Act and Listing
Regulations.

Composition

In compliance with Section 177 of the Act read
with rules made thereto and Regulation 18 of the

Listing Regulations, the Audit Committee of the
Board as on March 31, 2025, comprised of 3 (Three)
members, with Mr. Raj Kumar Gupta, Independent
Director as its Chairman, Mr. Susanta Kumar
Panda, Independent Director and Mr. Dinesh Kumar
Garg, Executive Director - Finance as its members.
Subsequent to the closure of the Financial Year
and as on the date of this report, there has been no
change in the composition of the Committee. The
Company Secretary acts as the Secretary of the
Committee.

(b) Nomination and Remuneration Committee

The Company has a duly constituted Nomination and
Remuneration Committee (''NRC'') which, inter-alia,
identifies and recommends people who are qualified
to become Directors and reviews and recommends
the remuneration and other employment terms and
conditions of Directors and Senior Management.

Composition

In compliance with Section 178 of the Act read with
rules made thereto and Regulation 19 of the Listing
Regulations, the NRC of the Board as on March
31, 2025, comprised of 3 (Three) members, with
Mr. Raj Kumar Gupta, Independent Director as its
Chairman, Mr. Susanta Kumar Panda, Independent
Director and Mr. Surender Singh, Non-Executive
Non-Independent Director as its Members.
Subsequent to the closure of the Financial Year
and as on the date of this report, there has been no
change in the composition of the Committee. The
Company Secretary acts as the Secretary of the
Committee.

(c) Stakeholders Relationship Committee

The Company has a duly constituted Stakeholders
Relationship Committee which inter-alia looks into
various aspects of interests of shareholders and
debenture holders including investors'' grievances
arising out of issues regarding share transfers,
dividends, dematerialization and related matters,
evaluating performance and service standards of

the Registrar and Share Transfer Agent and take
requisite actions to redress the same.

Composition

In compliance with Section 178 of the Act read
with rules made thereto and Regulation 20 of the
Listing Regulations, the ''Stakeholders Relationship
Committee'' of the Company as on March 31, 2025,
comprised of Mr. Amitabh Kumar, Non-Executive
Non-Independent Director as Chairman, Mr. Raj
Kumar Gupta, Independent Director and Mr. Dinesh
Kumar Garg, Executive Director - Finance as its
Members. After the closure of the Financial Year
and as on the date of this report, there has been no
change in the composition of the Committee. The
Company Secretary acts as the Secretary of the
Committee.

(d) Corporate Social Responsibility Committee

The Company has a duly constituted Corporate
Social Responsibility (''CSR'') Committee which is
responsible for formulation, recommendation of the
CSR policy of the Company and monitoring of the
CSR spent by the Company.

Composition

In compliance with Section 135 of the Act read with
rules made thereto, the CSR Committee of the Board
as on March 31, 2025, is comprised of 3 (Three)
members, with Mr. Surender Singh, Non-Executive
Non-Independent Director as its Chairman, Mr. Raj
Kumar Gupta, Independent Director and Mr. Dinesh
Kumar Garg, Executive Director - Finance as its
Members. After the closure of the Financial Year
and as on the date of this report, there has been no
change in the composition of the Committee. The
Company Secretary acts as the Secretary of the
Committee.

(e) Risk Management Committee (‘RMC’)

The Company has a duly constituted Risk Management
Committee (''RMC'') which, inter alia, focus on risk
management including determination of Company''s

risk appetite, risk tolerance, risk assessments (risk
identification, risk evaluation, risk management and
mitigation) etc. including cyber security.

Composition

In compliance with Regulation 21 read with Part D
of Schedule II of the Listing Regulations, the RMC
of the Board as on March 31, 2025, comprises of 3
(Three) members with Mr. Susanta Kumar Panda,
Independent Director, as its Chairman, Ms. Swetha
Gopalan, Independent Director and Mr. Dinesh
Kumar Garg, Executive Director - Finance & Chief
Financial Officer, as its members. The Company
Secretary acts as the Secretary of the Committee.
After the closure of the Financial Year and as on the
date of this report, there has been no change in the
composition of the Committee.

(f) Finance Sub-Committee

The Board has constituted a Finance Sub-Committee
which has been delegated the functions of monitoring
and expediting any debt fund raising process,
approve financing facilities offered and/or sanctioned
to the Company by various Banks and/or Indian
Financial Institutions from time to time, in the form
of Term Loans, Working Capital facilities, Guarantee
Facilities, etc., including the acceptance of terms
and conditions of such facilities being offered. As on
March 31, 2025, and as on the date of this report, the
Finance Sub-Committee comprised of Mr. Surender
Singh, Non-Executive Non-Independent Director as
its Chairman, Mr. Dinesh Kumar Garg, Executive
Director - Finance & Chief Financial Officer and Mr.
Amitabh Kumar, Non- Executive Non-Independent
Director, as its members. The Company Secretary
acts as the Secretary of the Committee. After the
closure of the Financial Year and as on the date of this
report, there has been no change in the composition
of the Committee.

(g) Corporate Management Committee

The Board has constituted a Corporate Management
Committee comprising Senior Executives of the
Company to review, approve and/or grant authorities

for managing day-to-day affairs of the Company
within the powers delegated by the Board.

As on March 31, 2025, the Corporate Management
Committee comprised of 3 (Three) members with Mr.
Dinesh Kumar Garg, Executive Director - Finance
& Chief Financial Officer as Chairman, Mr. Karan
Abhishek Singh, Chief Executive Officer and Mr. Ranjit
Srivastava, Company Secretary as its members.

Consequent to the cessation of Mr. Abhay Ojha as the
Chief Executive Officer of the Company and appointment
of Mr. Karan Abhishek Singh, as Chief Executive
Officer of the Company, the Corporate Management
Committee of the Company was reconstituted on
August 7, 2024, wherein Mr. Karan Abhishek Singh,
Chief Executive Officer of the Company, was inducted
as a member of the said Committee in place of Mr.
Abhay Ojha. Accordingly, as on March 31, 2025 and on
the date of this report, the Corporate Management
Committee comprises of 3 (Three) members namely
Mr. Dinesh Kumar Garg, Executive Director - Finance
& Chief Financial Officer, Mr. Karan Abhishek Singh,
Chief Executive Officer and Mr. Ranjit Srivastava,
Company Secretary, as its members.

(h) Disciplinary Committee

The Board of Directors had constituted a ''Disciplinary
Committee'' for considering and finalizing the
action(s) to be taken by the Company in case of any
violation of Company''s Insider Trading Code read with
SEBI (Prohibition of Insider Trading) Regulations,
2015, in terms of the charter laid down by the Board.

As on March 31, 2025, and as on the date of this
report, the Disciplinary Committee is comprised of
Mr. Susanta Kumar Panda, Independent Director
as a Chairman, Mr. Dinesh Kumar Garg, Executive
Director - Finance & Chief Financial Officer and
Mr. Ranjit Srivastava, Company Secretary of the
Company as its members.

(i) Securities Issue and Allotment Committee

Post closure of Financial Year, the Board at its
meeting held on April 8, 2025, had constituted a

''Securities Issue and Allotment Committee'' to
smoothen the process of fund raising through
Foreign Currency Convertible Bonds (''FCCB'') and
to inter-alia negotiate, decide, finalize, vary, modify
or alter any of the terms and conditions for the
FCCBs, determine timing of the opening/closing the
issue(s), settle any question, difficulty or doubts of
the FCCB holder that may arise, review / decide /
alter the utilization of the issue proceeds, issue /
allotment / forfeiture / reissue of FCCBs etc.

As on the date of this report, the Securities Issue and
Allotment Committee is comprised of Mr. Susanta
Kumar Panda, Independent Director, Mr. Dinesh
Kumar Garg, Executive Director - Finance & Chief
Financial Officer and Mr. Karan Abhishek Singh, Chief
Executive Officer of the Company, as its members.

(j) Executive Board

Upon the recommendation of the NRC, the Board
approved the constitution of an ''Executive Board''
consisting of key business executives to strategize
and drive the business operations of the Company
in the current competitive environment as well as
to draw synergies from various business functions
of the Company. With the appointment of key
personnels and the streamlining of business
operations, the business operations and strategies
are being discussed regularly among functional
heads. In light of the same the Board at its meeting
held on February 11, 2025, approved dissolution of
the Executive Board.

(k) Editorial Board

The Board at its meeting held on February 11,
2025 accorded its in-principle approval for the
constitution of Editorial Board comprising of
eminent personalities from the media industry and
individuals having strong editorial background to
advise and guide the Editorial and the Channel on
the Editorial side. The constitution of the said Board
is under process.

Details of constitution of the Board Committees, which

are in accordance with regulatory requirements, are

available on the website of the Company viz. www.
zeemedia.in. Details of scope, constitution, terms of
reference, number of meetings held during the year
under review along with attendance of Committee
Members therein form part of the Corporate Governance
Report annexed to this report.

During the year, all the recommendations made by the
Committees of the Board including the Audit Committee,
which were mandatorily required, were accepted by the
Board.

Vigil Mechanism / Whistle Blower Policy

Your Company is committed to the highest standards
of ethical, moral and legal business conduct.
Accordingly, the Board of Directors has formulated
a Vigil Mechanism / Whistle Blower policy which
provides a robust framework for dealing with genuine
concerns & grievances. The policy provides access to
Directors / Employees / Stakeholders of the Company
to report concerns about unethical behavior, actual or
suspected fraud of any Director and / or Employee of
the Company or any violation of the Code of Conduct.
The policy safeguards whistleblowers from reprisals or
victimization, in line with the Regulations. Any incidents
that are reported are investigated and suitable action
is taken in line with the Policy. During the year
under review, no case was reported under the Vigil
Mechanism. In terms of the said policy, no personnel
have been denied access to the Audit Committee of the
Board. The Whistle Blower Policy is available at the
Investor Section on the website of the Company viz.
www.zeemedia.in

Directors and Officers (D&O) Liability Insurance

Your Company has taken D&O Insurance for all of
its Directors (including Independent Directors) and
Members of Senior Management for such quantum and
risks as determined by the Board.

Cost Records

Your Company is required to maintain the Cost Records
as specified by the Central Government under sub¬
section (1) of Section 148 of the Act read with applicable

notifications thereto. Your board at its meeting held
on May 5, 2025, had re-appointed Chandra Wadhwa &
Co., (Firm Registration No. 000239), Cost Accountants,
to carry out Audit of Cost Records of the Company for
the Financial Year 2025-26. The Company has been
making and maintaining the Cost Accounts and Records,
including for the Financial Year 2024-25, as required
under applicable provisions. The Cost Auditors have
issued their unqualified report for the Financial Year
2024-25, which has been taken on record by the Audit
Committee / Board of the Company at its meeting held
on July 29, 2025.

In accordance with the provisions of section 148 of the
Act read with the Companies (Audit and Auditors) Rules,
2014, since the remuneration payable to the Cost Auditor
for financial year 2025-26 is required to be ratified by
the members, the Board upon the recommendation
of the Audit Committee, recommends the same for
confirmation & ratification by members at the ensuing
AGM.

14. CORPORATE SOCIAL RESPONSIBLITY

In terms of the applicable regulatory provisions, the
Board of Directors of your Company has constituted a
Corporate Social Responsibility (''CSR'') Committee.

CSR at Zee Media is all about creating sustainable
programs that actively contribute to and support
the social and economic development of society and
participation in educational initiatives. The CSR projects
are identified and recommended for consideration
by CSR Committee and upon approval, the funds are
remitted for utilization towards approved CSR Projects.
The Committee monitors and reviews utilization of CSR
funds.

A brief outline of the CSR Philosophy, salient features
of the CSR Policy of the Company, the past CSR
initiatives, as required by the Companies (Corporate
Social Responsibility Policy) Rules, 2014, is appended
to this Board Report. Further, the Chief Financial Officer
confirms that the CSR spends for previous years are
utilized for the purpose and in the manner approved by
the Board of Directors of the Company.

The Company has a Corporate Social Responsibility
(CSR) Policy in accordance with the provisions of the Act
and Rules made there under. The contents of the CSR
Policy are disclosed on the website of the Company viz.
www.zeemedia.in

Details of the CSR Committee composition, role and
meetings, etc. have been provided in the Report on
Corporate Governance.

15. AUDITORS

Statutory Auditors: Ford Rhodes Parks & Co. LLP,
Chartered Accountants (ICAI Firm Registration No.
102860W/W100089) were re-appointed as the Statutory
Auditors of the Company at the 23^rd Annual General
Meeting (''AGM'') of the Company held on September 30,
2022, for a second term of 5 (five) consecutive years.
Accordingly, they shall hold office till the conclusion of
the 28^th Annual General Meeting of the Company.

The report of the Statutory Auditors forms part of the
Annual Report. The said report is self-explanatory and
does not contain any qualification, reservation, adverse
remarks or disclaimer.

Secretarial Auditor: In terms of Section 204 of the Act,
and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Secretarial Audit
for the Financial Year ended March 31, 2025, was carried
out by Ms. Neelam Gupta, Practicing Company Secretary
(holding ICSI Certificate of Practice No. 6950), proprietor
of Neelam Gupta & Associates. Secretarial Audit report
(in MR-3 format) inter alia confirming compliance with
applicable regulatory requirements by the Company
during FY 2024-25 is appended to this Board Report.

The said report does not contain any qualifications,
reservations, or adverse remarks or disclaimer.

Zee Akaash News Private Limited and Indiadotcom
Digital Private Limited, the unlisted material subsidiaries
(wholly owned) of your Company, had also appointed Ms.
Neelam Gupta, Practicing Company Secretary (holding
ICSI Certificate of Practice No. 6950), proprietor of
Neelam Gupta & Associates, as its Secretarial Auditor
to conduct the Secretarial Audit for the FY 2024-25.

The said Audit has been conducted in accordance with
Section 204 of the Act, the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 made thereunder and in compliance to applicable
regulatory provisions. The said Reports are also
annexed to this Annual Report and does not contain any
qualifications, reservations or adverse remarks.

Additionally, in compliance with the requirements of
Regulation 24A(2) of Listing Regulations, the Annual
Secretarial Compliance Report duly signed by Ms.
Neelam Gupta, Practicing Company Secretary, proprietor
of Neelam Gupta & Associates has been submitted to
the Stock Exchanges within the prescribed timelines.

The reports of Statutory Auditor and Secretarial Auditor
forms part of this Annual report. The said report does
not contain any qualifications, reservations, or adverse
remarks or disclaimer.

Further, in compliance with Regulation 24A of the Listing
Regulations and Section 204 of the Act, the Board of
Directors in their meeting held on February 14, 2025,
upon recommendation of Audit Committee, approved
the appointment of Neelam Gupta & Associates,
Company Secretaries holding Certificate of Practice
No. 6950 and Peer Review Certificate No. 6760/2025
(Firm Registration Number: S2006UP086800), as the
Secretarial Auditors of the Company for a first term of
5 (five) consecutive years commencing from Financial
Year 2025-26 till Financial Year 2029-30, at such fees,
plus applicable taxes and other out of-pocket expenses
as agreed upon between the Board of Directors and
the Secretarial Auditors, subject to the approval of the
shareholders in the ensuing Annual General Meeting of
the company.

Cost Auditor: Your Company is required to maintain the
Cost Records as specified by the Central Government
under sub-section (1) of Section 148 of the Act.

In compliance with the requirements of Section 148 of
the Act read with Companies (Cost Records and Audit)
Rules, 2014, Chandra Wadhwa & Co., (Firm Registration
No. 000239), Cost Accountants, were re-appointed as
Cost Auditor to carry out Audit of Cost Records of the

Company for the FY 2024-25. The Cost Auditor have
issued unqualified report for the Financial Year 2024-25,
which has been taken on record by the Audit Committee
and the Board of the Company at their meeting held on
July 29, 2025.

Further, the Board, on the recommendation of Audit
Committee, at its meeting held on May 5, 2025, had
approved the re-appointment of Chandra Wadhwa &
Co., (Firm Registration No. 000239), Cost Accountants,
as Cost Auditor to carry out Audit of Cost Records of the
Company for the Financial Year 2025-26.

Requisite proposal seeking ratification of remuneration
payable to the Cost Auditor for the Financial Year 2025-26
by the Members as per Section 148 read with Rule 14 of
Companies (Audit and Auditors) Rules, 2014, forms part
of the Notice of convening the Annual General Meeting.

Internal Auditor: The Board, on the recommendation of
Audit Committee, appointed ''S S Kothari Mehta & Company''
as the Internal Auditor of the Company for FY 2024-25.
At the beginning of each Financial Year, an audit plan is
rolled out with approval by the Audit Committee. The said
plan is devised in consultation with the Statutory Auditors.
The plan is aimed at evaluating the efficacy and adequacy
of internal control systems and compliance thereof,
robustness of internal processes, policies and accounting
procedures and compliance with laws and regulations.
Based on the reports of internal audit, process owners
undertake corrective action in their respective areas.
Audit observations and corrective actions are periodically
presented to the Audit Committee of the Board.

The Board, on the recommendation of the Audit
Committee, at its meetings held on March 31, 2025,
approved the re-appointment of ''SS Kothari Mehta &
Company'', as the Internal Auditor of the Company for the
Financial Year 2025-26.

Reporting of Frauds by Auditors

During the year under review, there were no frauds
reported by the Statutory Auditors, Secretarial Auditors
and Cost Auditors to the Audit Committee or the Board
under Section 143(12) of the Act.

16. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT & MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Business Responsibility and Sustainability
Report for the Financial Year 2024-25, in terms of the
provisions of Regulation 34 of the Listing Regulations
forms part of the Annual Report.

The Management Discussion and Analysis report is
separately attached hereto and forms an integral part
of this Annual Report. The said report gives details of
the overall industry structure, economic developments,
performance and state of affairs of your Company''s
business and other material developments during the
FY under review.

17. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

Your Company is inter-alia into the business of
Broadcasting of News and Current Affairs Television
Channels. Since this does not involve any manufacturing
activity, most of the Information required to be provided
under Section 134 (3)(m) of the Act, read with Rule
8(3) of the Companies (Accounts) Rules, 2014, is not
applicable. However, the information as applicable is
given hereunder:

Conservation of Energy: Your Company, being a service
provider, requires minimal energy consumption and
every endeavor has been made to ensure optimal use
of energy, avoid wastages and conserve energy as far as
possible in all the offices, studios and news bureaus of
the Company across the country.

Technology Absorption: In its endeavor to deliver the
best to its viewers and business partners, your Company
has been constantly active in harnessing and tapping
the latest and best technology in the industry. The
company''s Studios, broadcasting facilities and news
collection and dissemination processes use the best in¬
class technology.

Foreign Exchange Earnings and Outgo: During the
year under review, your Company had foreign exchange
earnings of ''11.22 Million and outgo of ''203.86 Million.

Human Resource Management has been one of the key
priorities for your company. While harmonizing people''s
practices, the strategic approach had been to adopt best
aspects, align to the market-best practices and build a
future ready organization.

The Company believes that the key to excellent business
results is a committed talent pool. Human resources
are the most critical element responsible for growth
and the Company acknowledges their contribution and
works towards their satisfaction as a top priority. The HR
policies continually strive towards attracting, retaining,
and developing the best talent required for the business
to grow. Regular training is conducted for the employees
to ensure skill upgradation and personal development
throughout the various organizational levels.

The Company values its talent pool and works hard to
retain its best talent by providing ample opportunities
to grow. The Company focuses on providing opportunity
for the development of and enhancing the skill sets
of its employees at all levels of the business. Several
workshops have been conducted for employees across
the country, so they understand and exhibit the values
of the Company in their work and behavior. Continuous
training program / sessions are provided which helps in
keeping the optimization and moral of the Organisation
at a higher level.

Your Directors place on record their appreciation for
the significant contribution made by all employees, who
through their competence, dedication, hard work, co¬
operation and support, have contributed to the business
operations of the Company.

Particulars of Employees

As on March 31, 2025, the total numbers of permanent
employees of the Company were 1,720. The information
required under the provisions of Section 197 of the
Act read with Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
annexed to this report. The statement containing names
of top ten employees in terms of remuneration drawn
and the particulars of employees as required under

Section 197(12) of the Act read with Rule 5(2) and 5(3)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forming part of this
Report is open for inspection by the members through
electronic mode. Any member interested in obtaining a
copy of the same may write to the Company Secretary of
the Company at [e-mail]

19. DISCLOSURES

i. Particulars of loans, guarantees and investments:

Particulars of loans, guarantees and investments
made by the Company as required under Section
186(4) of the Act are given in Note No. 38 to the
Standalone Financial Statements.

ii. Transactions with Related Parties: In terms of
the applicable statutory provisions, the related
party transactions are placed before the Audit
Committee for its approval and statements of all
related party transactions are placed before the
Audit Committee for its review on a quarterly and
yearly basis, specifying the nature, value and terms
and conditions of the transactions along with arms-
length justification. All Related Party Transactions
entered during the year were in Ordinary Course of
the Business and on Arm''s Length basis. During the
year under review, there have been no materially
significant related party transactions as defined
under Section 188 of the Act and Regulations
23 of the Listing Regulations and accordingly no
transactions are required to be reported in Form
AOC-2 as per Section 188 of the Act.

iii. Risk Management: Your Company follows a
comprehensive system of Risk Management.
It has adopted a policy and procedure for rapid
identification, definition of risk mitigation plans and
execution. Your Company has defined operational
processes to ensure that risks are identified,
and the operating management is responsible
for reviewing, identifying and implementing
mitigation plans for operational and process risk.
Key strategic and business risks are identified,
reviewed and managed by senior management
team. The Risks and their mitigation plans are

updated and reviewed periodically by the Audit
Committee / risk Management Committee and are
integrated in the Business plan for each year. The
details of Constitution, scope and meetings of the
Risk Management Committee forms part of the
Corporate Governance Report. In the opinion of
the Board there are no risks that may threaten the
existence of the Company.

iv. Internal Financial Controls and their Adequacy:
Your company has an effective internal control
and risk mitigation system, which is constantly
assessed and strengthened with standard operating
procedures and which ensures that all the assets of
the Company are safeguarded & protected against
any loss, prevention and detection of frauds and
errors, ensuring accuracy and completeness of the
accounting records, timely preparation of reliable
financial information and that all transactions are
properly authorized and recorded. The Company
has laid down procedures to inform audit committee
and board about the risk assessment and mitigation
procedures, to ensure that the management
controls risk through means of a properly defined
framework. The Audit Committee evaluates the
internal financial control system periodically and
deals with accounting matters, financial reporting
and periodically reviews the Risk Management
Process.

During the year, such controls were assessed and
no reportable material weaknesses in the design or
operation were observed.

v. Deposits: Your Company has not accepted any
public deposit under Chapter V of the Act.

vi. Transfer to Investor Education and Protection

Fund: The Company has transferred the unpaid
or unclaimed dividends declared for the financial
years 2015-16, to the Investor Education and
Protection Fund (''IEPF'') established by the Central
Government. Details of dividends so far transferred
to the IEPF Authority are available on the website
of IEPF Authority and the same can be accessed
through the link: www.iepf.gov.in.

Further, the related shares with respect to above
unclaimed dividend were also duly transferred
to the IEPF Authority in the Financial Year
2023-24. Details of shares so far transferred to the
IEPF Authority are available on the website of the
Company viz. www.zeemedia.in. The said details
have also been uploaded on the website of the IEPF
Authority and can be accessed through the link:
www.iepf.gov.in.

The voting rights on the shares transferred to IEPF
Authority shall remain frozen till the rightful owner
claims the shares.

Subsequent to the transfer, the shareholders
concerned can claim the said shares along with
the dividend(s) by making an application to IEPF
Authority in accordance with the procedure available
on www.iepf.gov.in and on submission of such
documents as prescribed under the IEPF Rules.

Unclaimed Shares: As on March 31, 2025, your
Company had an outstanding balance of 22,238
unclaimed shares lying in the Suspense Account
of the Company. Necessary steps were taken
in Compliance with the Listing Regulations, for
sending the necessary reminders to the claimant of
the said shares, at the address available in the data
base of the Depository/Company.

The voting rights on the equity share(s) in the
Suspense Account shall remain frozen till the
rightful owners of such equity share(s) claim the
equity share(s).

vii. Transfer to General Reserve: During the year
under review, there was no amount transferred to
any of the reserves by the Company.

viii. Disclosure under Section 197(14) of the Act: During
the Financial Year 2024-25, the Executive Director
of the Company did not receive any remuneration
or commission from the Company''s subsidiary
company.

ix. Sexual Harassment: Your Company has zero
tolerance towards sexual harassment at workplace

and has adopted a Policy on prevention, prohibition
and redressal of sexual harassment at workplace in
line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules thereunder.
Additionally, your Company has constituted Internal
Committee functioning at various locations to
redress complaints regarding sexual harassment
and has adopted a Policy on prevention of Sexual
Harassment in line with the provisions of ''The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013''. Details of
complaints received during the year under review
are as follows:

a. Number of complaints of sexual harassment
filed during the Financial Year: Nil

b. Number of complaints of sexual harassment
disposed of during the Financial Year: Nil

c. Number of complaints of sexual harassment
pending as on end of the Financial Year: Nil

d. Number of cases pending for more than 90
days: NA.

x. A Statement for compliance of the provisions
relating to the Maternity Benefit Act, 1961:

The Company has complied with the provisions
of the Maternity Benefit Act, 1961, including the
amendments made thereto. All eligible women
employees have been extended the benefits as
per the Act, such as paid maternity leave, nursing
breaks, and other entitlements. The Company
remains committed to fostering a supportive and
inclusive work environment that ensures the
health, safety, and welfare of its women employees
in accordance with applicable laws. No compliant
has been received by the Company from any of the
employees in this regard during the year under
review

xi. Secretarial Standards: Pursuant to the provisions
of Section 118 of the Act, the Company has complied
with the applicable provisions of the Secretarial

Standards issued by the Institute of Company
Secretaries of India and notified by MCA.

xii. Extract of Annual Return: The Annual return in form
MGT-7 as required under Section 92 of the Act read
with Companies (Management & Administration)
Rules, 2014, is provided at the Investor Section on
the website of the Company at www.zeemedia.in

xiii. Compliance with Up-linking and Downlinking
Guidelines: The ''Up-linking and Downlinking
Guidelines of Satellite Television Channels'' notified
by the Ministry of Information & Broadcasting on
November 9, 2022, is applicable on the Company
which, inter-alia, prescribes for voluntary public
service broadcasting obligation through broadcast
of event having themes of national importance,
which include education, health, welfare of women,
agriculture, etc. Your Company is engaged in the
broadcast of various National and Regional News
Channels, which broadcast is in itself in the nature
of voluntary public service. During the period under
review, various programs have been broadcasted on
the channels of the Company which have the theme
of national importance. Your Company believes
that news broadcasting by the Company helps
the viewers to gain knowledge, expand horizons,
improves quality of life and remain updated on
political developments, natural disasters, or societal
issues. It helps viewers stay aware of the happenings
around the world and strengthen democracy and act
as reliable sources of news, covering a wide range of
topics such as politics, economy, education, literacy,
agriculture & rural development, healthcare,
women welfare, national integration, social issues,
sports, and entertainment and fulfils an important
task of keeping the public informed about current
events. The said broadcasting contributes on a
regular basis, towards the nation and the society.

xiv. Regulatory Orders: During the Financial Year 2024¬
25, no significant or material orders were passed by
the regulators or courts or tribunals which impact
the going concern status and Company''s operations
in future.

Pursuant to the requirement under Section 134 of the
Act (including any statutory modification(s) and/or re-
enactment(s) thereof for the time being in force), in
relation to the Annual Audited Financial Statements for
the Financial Year 2024-25, the Directors of the Company
state and confirm that:

a) The Financial Statements of the Company
comprising of the Balance Sheet as at March 31,
2025 and the Statement of Profit & Loss for the year
ended on that date, have been prepared on a going
concern basis;

b) In the preparation of these Financial Statements,
the applicable accounting standards have been
followed and there are no material departures;

c) Accounting policies selected are applied consistently
and the judgments and estimates related to the
financial statements have been made on a prudent
and reasonable basis, so as to give a true and fair
view of the state of affairs of the Company as at
March 31, 2025, and of the Loss of the Company for
the year ended on that date;

d) Proper and sufficient care has been taken for the
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 fraud and other
irregularities;

e) Requisite internal financial controls are laid down
and that such financial controls are adequate and
operating effectively; and

f) Proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and such systems are adequate and operating
effectively.

The aforesaid statement has also been reviewed and
confirmed by the Audit Committee of the Board of
Directors of the Company.

21. THE DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE
YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR

No such application is made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year and as at the end of the Financial
Year.

22. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND WHILE TAKING LOAN, ALONG WITH
THE REASONS THEREOF:

There has been neither any delay / default in repayment
obligation towards financial institutions nor has the
Company entered into any One-time settlement with any
financial institution, during the year under review.

23. INDUSTRIAL OPERATIONS

The Company maintained healthy, cordial and harmonious
industrial relations at all levels. The enthusiasm and
unstinting efforts of the employees have enabled the
Company to remain at the leadership position. It has
taken various steps to improve productivity across the
organization.

24. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate
to Management Discussion and Analysis, describing
the Company''s objectives, projections, estimates
and expectations, may constitute ''forward looking
statements'' within the meaning of applicable laws and
regulations and actual results might differ.

25. ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation
for the continued support extended by the Company''s
stakeholders and trust reposed by them in the Company.
It is our strong belief that caring for our business
constituents has ensured our success in the past and will
do so in future. Your Directors value the professionalism
and commitment of all employees of the Company and
place on record their appreciation of the contribution
made by employees of the Company and its subsidiaries
at all levels that has contributed to your Company''s
success.

Your Directors acknowledge with sincere gratitude the
co-operation and support extended by the, the Stock
Exchanges and other stakeholders including viewers,
advertisers, vendors, bankers, investors, service
providers/partners as well as other regulatory and
government authorities.

Your Board also takes this opportunity to express its deep
gratitude for the continued co-operation and support
received from its valued stakeholders.

By order of the Board

For Zee Media Corporation Limited

Susanta Kumar Panda

Chairman (Independent Director)

(DIN:07917003)

Dinesh Kumar Garg

Executive Director - Finance & Chief Financial Officer
(DIN: 02048097)

Place: Noida

Date: September 2, 2025

---

Mar 31, 2024

The Board of Directors of Zee Media Corporation Limited (''ZMCL or ''Company'') take pleasure in presenting the Twenty Fifth (25^th) Annual Report of the Company, on the business and operations of the Company, together with Audited Standalone and Consolidated Financial Statements and the

Auditor''s Report thereon, for the Financial Year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

A summary of the financial performance of the Company for the Financial Year ended March 31,2024, is as below:

R in million]

Particulars	Standalone - Year ended		Consolidated - Year ended
	March 31, 2024	March 31,2023	March 31,2024	March 31,2023
Total Revenue	4,762.12	5,375.62	6,630.27	7,397.40
Total Expenses	5,859.46	5,433.95	7,865.44	7,763.36
Profit / (Loss) before Tax, Share of Profit / (Loss) of Associates & Exceptional Items	(1,097.34)	(58.33)	(1,235.17)	(365.96)
Exceptional Items	(32.15)	(388.64)	(34.98)	(309.94)
Share of Profit / (Loss) of Associates	-	-	2.82	(51.70)
Profit / (Loss) before Tax	(1,129.49)	(446.97)	(1,267.33)	(727.60)
Tax Expenses (Net)	(269.62)	3.02	(283.09)	(39.57)
Profit /(Loss) after Tax	(859.87)	(449.99)	(984.24)	(688.03)

There are no material changes and commitments that occurred after the close of the financial year till the date of this report which affects the financial position of the Company, except as mentioned in this report.

Based on internal financial control framework and compliance systems established in the Company and verified by the external professional firms and statutory auditor and reviews performed by the management and/or the Audit Committee of the Board, your Board is of the opinion that Company''s internal financial controls were adequate and effective during the Financial Year 2023-24.

2. DIVIDEND

In view of the need to conserve financial resources, your Directors have not recommended any dividend for the Financial Year 2023-24.

The Board of Directors of the Company had approved and adopted a Policy on Distribution of Dividend, as amended from time to time, to comply with Regulation

43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''). The said Policy of the Company sets out the parameters and circumstances that will be taken into account by the Board in determining whether or not to distribute dividend to its shareholders, the quantum of profits and/or retained profits to be distributed as dividend etc. The policy is available on the website of the Company viz. www.zeemedia.in.

3. BUSINESS OVERVIEW

Your Company is amongst the key player in the media and broadcasting sector, boasting with largest and diverse portfolio of Television channels and Digital properties. With a wide-reaching network of news bureaus, correspondents and stringers throughout the nation, the Company ensures extensive media coverage. Deploying cutting-edge technology for content development, assembly and distribution, the Company further strengthens its position in the competitive landscape of both Television and Digital Media segments.

The Company has a diversified portfolio of 20 News Channels comprising of 16 TV News channels (1 Global, 4 National and 11 Regional channels), 4 digital-only News channels and more than 30 digital brands. In order to harness and tap the vast opportunities and expansion within the digital media space, the Company''s digital publishing operations have been consolidated into a distinct Wholly Owned Subsidiary Company viz. Indiadotcom Digital Private Limited (IDPL).

The Company has progressively broadened its array of digital offerings, establishing a presence through a basket of channels such as websites, social media platforms and mobile applications. In attracting its audience, the Company employs a strategy similar to its television segment, aiming to capture a wide market while also providing offerings tailored to specific niche audiences. Its digital portfolio encompasses numerous websites dedicated to specialized channels, each featuring a range of language options, sub-brands and sections designed to appeal to diverse audiences.

The Company has also forged strong connections with several national and international news agencies. Leveraging this network, the Company is able to work with correspondents worldwide, enabling on-the-spot and live coverage, which significantly broadens the international footprint of its channels, with WION in particular benefiting from this extensive reach.

The global media and entertainment industry is projected to grow at a CAGR of 7.80% over the forecast period 2024-29, with the market size expected to rise from its current estimate of USD 29.88 billion to USD 43.55 billion in five years, as per Modor Intelligence. Technological advancements have reshaped the media and entertainment landscape, paving the way for new entrants and driving growth across the board. The rise of social media has significantly influenced the industry, prompting traditional companies to adopt digital platforms and resulting in increased advertising expenditures. The adoption of digital platforms has greatly impacted the industry by streamlining content creation, distribution and access.

The FICCI-EY report estimates that the Indian Media & Entertainment (M&E) sector grew by 8% in 2023, reaching '' 2.3 trillion (US$27.9 billion), surpassing i ts 201 9 pre-pandemi c levels by 21 %. New med ia i s

responsible for 70% of this growth and now comprises 38% of the market share.

Television revenues are forecasted to grow at a CAGR of 3.2%, reaching ''765 billion by 2026, which is about half the rate of expected inflation. The digital segment, with a 13.5% CAGR, is set to hit ''955 billion by 2026 and is anticipated to surpass television as the largest segment. Digital advertising is predicted to grow at a 13.5% CAGR, reaching ''842 billion, driven by improved governance. Advertising from long-tail and SMEs is expected to grow from ''208 billion in 2023 to ''304 billion by 2026. Advertising revenue for OTT platforms in sports and entertainment is projected to generate ''80 to ''90 billion by 2026, while e-commerce advertising is set to grow the fastest, reaching ''150 billion.

Over the past year, the Company has adapted to changes, pioneered innovations and reinforced its dominant role in the ever-evolving media industry. The Company ventured into new territories by launching Zee Tamil News, Zee Malayalam News and Kesar TV. It also fortified its leadership by rebranding Zee Hindustan as Zee Bharat -aligned with the Ram Temple inauguration in Ayodhya to expand its reach and rebranded Zee Salaam as Salaam TV.

The company''s diverse language and multi-platform offerings delivered news in unique formats, adding value for viewers and stakeholders.

Key Highlights:

• Elections: The Company revolutionized election forecasting by delivering most accurate prediction of Voting Trends with the use of cutting-edge artificial intelligence technology.

• Zeenia: The Company launched its first AI anchor during the General Elections Exit Poll.

• DNA: DNA, our flagship program and the flagbearer of news analysis in the industry, continues its legacy of excellence undeterred with more insights and more content enrichment.

• Chandrayaan 3: Our live streams on Facebook and YouTube during the Chandrayaan-3 landing garnered record-breaking viewership.

• Ganga Kinare: The initiative celebrated the cultural richness of Varanasi and raise awareness about

the significance of the holy river Ganga. It was also aimed to spread awareness on clean Ganga.

• Zee Real Heroes: We celebrated and recognized the inspirational personalities across various fields, through our prestigious award Zee Real Heroes.

• WION and Zee Business Collaboration: WION and Zee Business hosted ''InSight,'' a conference to discuss the future of various industries in 2024. Thought leaders gathered to share insights and explore trends shaping the business landscape.

• The Cricket Show: This program captivated viewers during the Cricket World Cup, demonstrating our ability to deliver captivating sports content.

• Switch: We created a unique content platform specifically for Gen Z, showcasing our commitment to understanding and reaching new demographics.

• Petuz: We ventured beyond news, launching an app dedicated to all things concerning food, catering to a wider audience.

• Ananya Samman: The network hosted Ananya Samman awards, an initiative that aims to recognize and celebrate the achievements of individuals who have worked hard to make a positive impact in their respective fields.

• Mission Sustainability: We launched "Mission Sustainability," an initiative promoting environmental awareness.

• Critics Choice Award: Instituted the first-ever Critics Choice Award, acknowledging excellence in the media industry.

The Company boasts an extensive social media presence, with a reach of 410 million on Facebook and 262.4 million on YouTube. During FY24, the network achieved widespread reach across all its platforms and domains, with video views totaling 760.1 million and 7,448.9 million page views, along with 227.8 million user views on its websites.

Awards & Accolades

WION won 12 esteemed awards for its cutting-edge programming and digital reporting at the NT Awards 2023.

Financial Performance

The Consolidated Operating Revenue decreased by 11.4% (from '' 7,206.25 million in FY''23 to '' 6,382.90 million in FY''24) and the EBITDA stood at '' 656.12 million in FY''23 as against EBITDA loss of '' 391.80 million in FY''24). The Finance Costs decreased by 18.6% (due to repayment of a significant portion of the NCDs during the year) and Depreciation and Amortization Expenses reduced by 5% in FY''24 as compared to FY''23. The Net loss was '' 984.24 million in FY''24 as compared to net loss of '' 688.03 million in FY''23.

Consequent to the invocation of the Corporate Guarantee issued by the Company in relation to the non-convertible debentures of Diligent Media Corporation Limited (''DMCL'') and subsequent to the discharge of the liability by the Company under the said Corporate Guarantee, an amount of '' 2,900 million was recoverable by the Company from DMCL, in addition to other receivables of '' 193.03 million. Post discussions, the Company and DMCL proposed to settle the entire outstanding amount of '' 3,093.03 million, by - transfer / assignment of Identified Trademarks of DMCL valued at '' 1,700 million, cash payment of '' 120 million and writing off of the balance amount of '' 1,273.31 million. The Board of Directors of both the companies had approved the Settlement Agreement inter-alia containing the detailed terms of Settlement. The said settlement terms were approved by the shareholders of the Company and were also approved by the shareholders of DMCL. Upon receipt of the requisite approvals, the Company, during the year ended March 31, 2023, had entered into the Settlement Agreement with DMCL, which was subject to transfer of all rights, clear title and interest in the identified trademarks of DMCL to the Company. As per the said Settlement Agreement, the Company had received the payment of '' 120 million from DMCL and written off receivables during the year ended March 31, 2023. Subsequently, the Companies executed addendums / documents with respect to the settlement agreement, affirming that the Company will have exclusive rights over the Identified Trademarks and DMCL shall take all steps to transfer the clear title pertaining to the Identified Trademarks to the Company in a phased manner. Basis the execution of aforementioned documents, the Company has recognised the Identified Trademarks as

an intangible asset during the year ended March 31, 2024.

4. SUBSIDIARIES & ASSOCIATE COMPANIES

As on March 31, 2024 your Company has 2 (Two) Wholly Owned Subsidiaries in India (''WOS'') viz. Zee Akaash News Private Limited and Indiadotcom Digital Private Limited and 2 (Two) Associate entities, viz. Today Merchandise Private Limited and Today Retail Network Private Limited.

Wholly Owned Subsidiaries:

Zee Akaash News Private Limited

Zee Akaash News Private Limited is a WOS of the Company incorporated in the State of Maharashtra. The Company is, inter alia, engaged in the business of broadcasting of satellite television channels namely -Zee 24 Ghanta in Bengali Language. The Company is a material unlisted subsidiary as on March 31,2024, as per the thresholds laid down under the Listing Regulations. In compliance with the provision(s) of Regulation 24 of the Listing regulations, Mr. Raj Kumar Gupta, Director of the company is apponted as Independent Director on the Board of Zee Akaash News Private Limited (material unlisted subsidiary).

Indiadotcom Digital Private Limited

With a rationale for projected substantial growth of the digital publishing business division and with an objective to unlock the digital value and focus on growth of the digital publishing business across the globe, post necessary approvals, Rapidcube Technologies Private Limited (''Rapidcube'') was incorporated as a wholly owned subsidiary of the Company on October 29, 2020, to undertake the digital publishing business. Rapidcube Technologies Private Limited changed its name to ''Indiadotcom Digital Private Limited'' (''IDPL) for a better reflection of its current business proposition.

The Company is a material unlisted subsidiary as on March 31, 2024, as per the thresholds laid down under the Listing Regulations. In compliance with the provision(s) of Regulation 24 of the Listing regulations, Ms. Swetha Gopalan and Mr. Raj Kumar Gupta, Directors of the company are apponted as Independent Directors on the Board of IDPL.

Post closure of the financial year under review, IDPL had, post requisite approval, entered into an Agreement dated April 12, 2024, for making an investment of upto '' 8,76,00,000/- (Rupees Eight Crore Seventy Six Lakh Only), in tranches, in Vyomeen Media Private Limited (''Newsreach''), a company inter-alia engaged in the field of PR, media and advertising. The said investment shall be made by subscribing to equity shares and/or convertible equity-linked instruments (Optionally Convertible Redeemable Preference Shares) of Newsreach. The said strategic investment aims to bolster IDPLs presence in the digital publishing sector and unlock value in the expanding media landscape.

Associates:

Today Merchandise Private Limited and Today Retail Network Private Limited are the associate companies of your Company. Today Merchandise Private Limited''s objects include handling customer acquisition, marketing, procurement, sales promotion, brand management, website hosting and other ancillary activities. Today Retail Network Private Limited''s objects include trading of merchandise like international books, apparels, footwear etc. through internet promotions.

Your Company funds its subsidiary(ies), from time to time, as per the fund requirements, to meet the working capital and other business requirements, in compliance with applicable regulatory provisions. During the year ended March 31, 2023, the Company had converted unsecured loan along with trade receivables aggregating to '' 1,100.00 million into 110 number of, 0.01% Optionally Convertible Debentures (''OCDs'') of '' 10.00 million each, of its wholly owned subsidiary (WOS) viz. IDPL. The said OCDs are convertible into equity shares of '' 10 each in the ratio of 1:1,000,000, within 9 years or at the option of the IDPL, whichever is earlier. Simultaneously during the same financial year, the Company''s other WOS viz. Zee Akaash News Private Limited also converted the unsecured loan of '' 200.00 million into 20 number of, 0.01% Optionally Convertible Debentures (''OCDs'') of ''

10.00 million each, of IDPL at same terms of issuance. Further, during the financial year ended March 31, 2024, Zee Akaash News Private Limited also converted additional unsecured loan of '' 200.00 million into 20, 0.01% Optionally Convertible Debentures (''OCDs'') of ''

10.00 million each, of IDPL, at same terms.

In addition to the above, the status of new subsidiaries established / incorporated and closed during the year under review and till the date of this report is as follows:

- Post receipt of requisite approvals, the Company had incorporated a WOS under the name of ‘Zee Media Americas LLC'' on February 27, 2023, in the State of Delaware, United States of America. The said subsidiary was incorporated for the distribution of Company''s linear channels, digital properties and in-house content. During the year under review, post approval of the Board dated October 31, 2023, the said subsidiary was closed/struck off on December 30, 2023.

- Upon the approval of the Board at its meeting held on March 29, 2024, the Company on April 4, 2024, established a WOS named ‘Zee Media Inc'' in the State of Delaware, United States of America to undertake the business of dissemination of the Company''s content on all distribution platforms, including linear and digital platforms and to undertake targeted award and event functions.

- Upon the approval of the Board at its meeting held on February 12, 2024, the Company on July 3, 2024, established a WOS named ‘Pinews Digital Private Limited'' in India, to undertake the business of mainstream media, through Hyper Local App, by intelligently driven Artificial Intelligence.

- The Board at its meeting held on June 13, 2024, approved incorporation of a WOS of the Company in India to inter-alia engage in the business of bringing forth ancient knowledge of scriptures intersecting with modern science, focusing on spirituality, mindfulness and wellbeing through the launch of appropriate digital and alternative media properties in the infotainment space. The incorporation of the said WOS is under process.

During the year, there have been no material changes in the nature of business of the subsidiaries. All subsidiaries and associates of the Company are managed by their respective Board of Directors in the best interest of those Companies and their shareholders.

Apart from the above, the Company does not have any Subsidiary / Joint-venture / Associate Company.

Audited Accounts of Subsidiary Company

Your Company has prepared the Annual Audited Consolidated Financial Statements in accordance with Section 129(3) of the Companies Act, 2013 (Act'') read with the applicable Indian Accounting Standards and Listing Regulations. As required under the Indian Accounting Standards (Ind AS), notified under Section 133 of the Act and applicable provisions of the Listing Regulations, the Audited Consolidated Financial Statements of the Company reflecting the Consolidation of the Accounts of its Subsidiaries are included in this Annual Report. Further, a Statement containing the Salient Features of the Financial Statements of Subsidiaries/Associate Companies pursuant to sub-section 3 of Section 129 of the Act in the prescribed Form AOC-1 is appended to this Board Report.

In accordance with Section 136 of the Act, the Annual Audited Financial Statements including the Consolidated Financial Statements and related information of the Company and Annual Audited Accounts of the Subsidiaries are available on the investor section on the website of the Company viz. www.zeemedia.in. Your Company also has a policy in place for determining Material Subsidiaries in terms of the applicable regulations. The Policy for determining Material Subsidiaries is available on the Company''s website viz. www.zeemedia.in.

5. CAPITAL STRUCTURE

During the year under review, there was no change in the Capital Structure of the Company. Accordingly, as at March 31, 2024, the Capital structure stand as follows:

• The Authorised Share Capital of the Company is '' 1,93,00,00,000/- (Rupees One hundred and ninety three crores only) divided into 1,770,000,000 (One hundred and seventy seven crores) Equity Shares of '' 1/- (Rupee One) each and 160,000,000 (Sixteen crores) Preference Shares of '' 1/- (Rupee One) each.

• The Paid-up Equity Share Capital of the Company is '' 62,54,28,680/- (Rupees Sixty two crore fifty four lakhs twenty eight thousand six hundred and eighty Only) divided into 625,428,680 (Sixty two crore fifty four lakhs twenty eight thousand six hundred and eighty) Equity Shares of '' 1/- (Rupee one only) each.

In order to meet the growth trajectory / future business expansion plans and to meet its working capital, capital expenditure and general corporate purpose requirements, the Board at its meeting held on November 12, 2021, upon a request received from a promoter group entity expressing its support / intention to invest in the Company, approved the issuance of upto 135,000,000 (Thirteen Crores and Fifty Lakhs only) Warrants at a Price of '' 12.20/- per Warrants (''Warrant Issue Price''), aggregating up to '' 1,647,000,000/- (Rupees One Hundred Sixty Four Crores and Seventy Lakhs Only), in terms of applicable regulatory provisions.

Further, the Board at its meeting held on January 5, 2022, in furtherance to the approval of the shareholders and other requisite approvals and upon receipt of an upfront amount of '' 3.05/- (Rupees Three decimal point zero five Only) for each Warrant, aggregating to '' 41,175,000/-i.e. 25% of Warrant Issue Price, allotted 135,000,000 Warrants on preferential basis to Asian Satellite Broadcast Private Limited, a Promoter Group Entity. The said Warrants were inter-se transferred from Asian Satellite Broadcast Private Limited to another Promoter Group Entity named Elitecast Media Limited (''Elitecast''). In terms of the applicable provisions and terms of the offer, the payment of Warrant Exercise Price (being 75% of Warrant Issue Size) was due on or before July 5, 2023.

Elitecast informed the Company that pursuant to the Order(s) passed by Hon''ble Delhi High Court and other courts, Elitecast had been directed to maintain status quo in respect of the said Warrants. The Board, at its meeting held on July 5, 2023, while taking on record the communication of Elitecast, advised the management to file appropriate application with Securities and Exchange Board of India (''SEBI'') to seek relaxation / extension for receiving the Warrant Exercise Price from Elitecast. Accordingly, the Company filed an Exemption Application under Regulation 300 of the SEBI ICDR Regulations seeking relaxation of strict enforcement of Regulation 162 (1) read with 169(3) of the SEBI ICDR Regulations, with SEBI. SEBI vide its communication dated August 24, 2023, has advised the company that it may seek the said relaxation / extension post final Order of Hon''ble DRT in the said matter and Company to abide by directions of the Hon''ble DRT in this regard.

Listing of Company’s Securities

Your Company''s equity shares continue to be listed and traded on National Stock Exchange of India Limited (''NSE'') and BSE Limited (''BSE''). Both these Stock Exchanges have nationwide trading terminals and hence facilitate the shareholders/investors of the Company in trading the shares. The Company has paid the annual listing fee for the Financial Year 2024-25 to the said Stock Exchanges.

Depositories

Your Company has arrangements with National Securities Depository Limited (''NSDL) and Central Depository Services (India) Limited (''CDSL), the Depositories, for facilitating the members to trade in the equity shares of the Company in Dematerialized form. The Annual Custody fees for the Financial Year 2024-25 have been paid to both the Depositories.

6. FUND RAISING

Subsequent to closure of the financial year, the Board at its meeting held on June 26, 2024, considered and granted its In-Principal approval to raise funds through permissible means under applicable laws including but not limited to, by way of, issue of equity shares/ convertible bonds/ debentures/ warrants/ preference shares/ foreign currency convertible bond (FCCB) / any other equity linked securities and/ or any other securities, for an amount not exceeding '' 200 crores, in one or more tranches, subject to such approvals as may be required. The Board has also approved the conducting of Postal Ballot process for seeking approval of the Shareholders for raising of funds as mentioned above. Postal Ballot process through E-voting commenced on Friday, July 12, 2024, at 9:00 A.M. (IST) and will end on Saturday, August 10, 2024, till 5:00 P.M. (IST). In accordance with Secretarial Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of India, if approved with requisite majority, the Resolution shall be deemed to have been passed on the last date specified by the Company for E-Voting i.e. Saturday, August 10, 2024.

7. APPROVAL THROUGH POSTAL BALLOT

During the year under review, no resolution was passed through postal ballot.

Subsequent to closure of the financial year, upon the approval of the Board on June 26, 2024, the Company had initiated the process to seek the approval of the Shareholders by way of a Special Resolution through notice of postal ballot dated June 26, 2024, for Issuance of Securities for an amount not exceeding '' 200 Crores. The E-voting period commenced on Friday, July 12, 2024, at 9:00 A.M. (IST) and will end on Saturday, August 10, 2024, till 5:00 P.M. (IST). The Shareholders of the Company, holding equity shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, July 5, 2024, were eligible to cast their vote by Remote E-Voting on the said resolution.

The Resolution, if approved with requisite majority, shall deemed to have been passed on the last date specified by the Company for E-voting i.e. August 10, 2024. The voting results, in compliance with Regulation 44(3) of the Listing Regulations and the Scrutinizer''s Report as per Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, will be submitted to the Stock Exchanges and shall also be uploaded on the website of the Company, within the stipulated timelines after the close of the e-voting.

8. EMPLOYEES STOCK OPTION SCHEME

The Employee Stock Option Scheme (''ZNL ESOP-2009'') approved by the Members at the Annual General Meeting held on August 18, 2009, has not been implemented and no Stock Options were granted under the said ESOP Scheme till date. In view of this, particulars as required under applicable provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are not provided.

9. CREDIT RATING

Subsequent to the closure of the financial year, Credit Analysis and Research Limited (''CARE'') vide its letter dated July 9, 2024, has revised Credit ratings for the financial facilities availed by the Company which revision is as under:

- Fund-based - Long Term - Cash Credit facility of the Company of '' 50 Crores are rated as CARE BB; Negative; and

- Withdrawal of rating for its Fund-based - Long Term - Term Loan, upon repayment of term loan in full.

10. REGISTERED OFFICE

The Registered Office of the Company is presently situated at 135, Continental Building, 2^nd Floor, Dr. Annie Besant Road, Worli, Mumbai - 400 018, Maharashtra.

11. REGISTRAR & SHARE TRANSFER AGENT

The Registrar & Share Transfer Agent (''RTA'') of the Company is Link Intime India Private Limited. The Registered office of Link Intime India Private Limited is situated at C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra.

12. CORPORATE GOVERNANCE & POLICIES

The fundamental principle of Corporate Governance is achieving sustained growth ethically and in the best interest of all stakeholders. It is not a mere compliance of laws, rules and regulations but a commitment to values, best management practices and adherence to the highest ethical principles in all its dealings to achieve the objects of the Company, enhance stakeholder value and discharge its social responsibility.

In terms to the requirements of Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by Ms. Neelam Gupta, Practicing Company Secretary, proprietor of Neelam Gupta & Associates, is attached and forms an integral part of this Annual Report. Management Discussion and Analysis Report and Business Responsibility and Sustainability Report as per Listing Regulations are presented in separate section forming part of this Annual Report.

In compliance with the requirements of the Act and the Listing Regulations, your Board has approved various Policies including Code of Conduct for Board of Directors and Senior Management, Policy for determining material subsidiaries, Policy for preservation of documents & archival of records on website, Policy on Distribution of Dividend, Policy for determining material events, Policy for fair disclosure of unpublished price sensitive information, Corporate Social Responsibility Policy, Whistle blower & Vigil mechanism Policy, Related Party Transaction Policy etc. These policies and codes are reviewed by the Committees / Board from time to time. These policies and codes along with brief on Directors'' familiarization

program and terms and conditions for appointment of independent directors are available on the Investor Section on the Company''s website viz. www.zeemedia.in

In compliance with the requirements of Section 178 of the Act, the Nomination and Remuneration Committee (''NRC'') of your Board has fixed the criteria for nominating a person on the Board which inter-alia include desired size and composition of the Board, age limits, qualification/experience, areas of expertise, requisite skill set and independence of individual.

Further, in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations''), on prevention of insider trading, your Company has a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of noncompliances. Your Company has further put in place a Code of practices and procedures of fair disclosures of unpublished price sensitive information. The said codes are applicable to all Directors, Key Managerial Personnel (''KMPs'') and other Designated Persons, as identified in the Code, who may have access to unpublished price sensitive information of the Company. The codes are available on Company''s website viz. www.zeemedia.in

The Audit Committee of the Board has been vested with powers and functions relating to Risk Management which inter-alia includes (a) review of risk management policies and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk; (b) evaluation of internal financial controls and risk management systems; (c) laying down procedures relating to Risk assessment, minimization and monitoring risk management plan.

The Risk Management Committee of the Board assesses the Company''s risk profile, acceptable level of risk, access cyber security, develop and maintain risk management framework, measures of risk mitigation and business continuity plan. The said Committee also performs such other functions as may be entrusted to it by applicable regulatory provisions and the Board, from time to time.

13. DIRECTORS'' & KEY MANAGERIAL PERSONNEL

Your Company has an appropriate mix of Executive, NonExecutive Non-Independent and Independent Directors, representing a blend of professionalism, knowledge and experience which ensures that the Board independently perform its governance and management functions. The Company professes the importance of diversity at the Board and at all levels within the organization.

As on March 31, 2024, the Board comprised of 7 (Seven) Directors which include 1 (One) Executive Director, 3 (Three) Non-Executive Non-Independent Directors and 3 (Three) Independent Directors including 1 (One) Woman Independent Director.

No change in the composition of the Board of Directors took place subsequent to the closure of the Financial Year.

Pursuant to provisions of Section 152(6) of the Act, Mr. Surender Singh (DIN: 08206770) retires by rotation at this Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board at its meeting held on August 7, 2024, upon recommendation of the Nomination and Remuneration Committee, has considered and recommended his re-appointment to the shareholders of the Company.

As required under Regulation 36(3) of the Listing Regulations, particulars of Director seeking reappointment at this AGM are given in the Annexure to the AGM Notice.

Your Company has obtained a Certificate from Ms. Neelam Gupta, Practici ng Company Secretary,

proprietor of Neelam Gupta and Associates, pursuant to Regulation 34(3) read with Schedule V para C clause 10 (i) of the Listing Regulations, confirming that none of the Directors on the board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Board/ Ministry of Corporate Affairs or any such Statutory Authority.

Key Managerial Personnel (‘KMP'')

As on March 31, 2024, the following were the KMP of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) Mr. Dinesh Kumar Garg, Executive Director -Finance & Chief Financial Officer;

(b) Mr. Abhay Ojha, Chief Executive Officer; and

(c) Ranjit Srivastava, Company Secretary and Compliance Officer

Post closure of Financial Year till the date of this report, the following were the changes in the KMP''s of the Company:

(a) Mr. Abhay Ojha ceased to be the Chief Executive Officer of the Company with effect from May 4, 2024; and

(b) Mr. Karan Abhishek Singh appointed as the Chief Executive Officer of the Company, with effect from July 10, 2024.

Chairman of the Board

Mr. Susanta Kumar Panda, Non-Executive Independent Director, is the Chairman of the Board, who was appointed as Chairman with effect from September 1, 2020.

Board Diversity

Adequate diversity on the Board is essential to meet the challenges of business globalisation, rapid deployment of technology, greater social responsibility, increasing emphasis on corporate governance and enhanced need for risk management. The Board enables efficient functioning through diversity in perspective and skill and fosters differentiated thought processes at the back of varied industrial and management expertise, knowledge and geographical backgrounds. The Board recognizes the importance of a diverse composition and has adopted a board diversity policy which sets out its approach to diversity. The Company recognizes and embraces the importance of a diverse Board in its success.

Board Meetings

The meetings of the Board are scheduled at regular intervals to discuss and decide on matters of business performance, policies, strategies and other matters of significance. Notice of the meetings is circulated in advance, to ensure proper planning and effective

participation. In certain exigencies, decisions of the Board are also accorded through circulation and through meeting(s) convened at shorter notice. The Directors of the Company are given the facility to attend meetings through video conferencing, in case they so desire, subject to compliance with the specific requirements under the Act.

The Board met 7 (Seven) times during the Financial Year 2023-24, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening period between any two Board Meetings was within the maximum time permissible under the Act and Listing Regulations.

Declaration by Directors / Independent Directors

All Directors of the Company have confirmed that they are not debarred from holding the office of Director by virtue of any SEBI Order or order of any other such authority. The Directors, Key Managerial Personnel and Senior Management have affirmed compliance with the Code of Conduct laid down by the Company.

Independent Directors provide declarations, both at the time of appointment as well as annually, confirming that they meet the criteria of independence as defined in Regulation 16(1 )(b) of the Listing Regulations and Section 149(6) of the Act along with Rules framed thereunder. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

A declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, regarding the requirement relating to enrollment in the Data Bank for Independent Directors as stipulated under Section 150 of the Act, has been received from all the Independent Directors, along with declaration made under Section 149(6) of the Act.

There are no pecuniary relationships or transactions between the Independent Directors and the Company, except for the payment of Sitting Fee and Commission.

Separate Meeting of the Independent Directors

In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on March 29, 2024. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of the Chairperson of the Company, after taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

In line with the Corporate Governance Guidelines of your Company and in accordance with the criteria laid down by Nomination and Remuneration Committee (''NRC''), a formal evaluation of the performance of the Board, its Committees, the Chairman and the Individual Directors was carried out by the Board during the Financial Year 2023-24. The Board evaluation framework has been designed in compliance with the requirements specified under the Act, the Listing Regulations and in accordance with the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India (''SEBI''). The evaluation process was carried out based on an assessment sheet structured in line with ICSI guidance note and the guidance note issued by SEBI in this regard.

The Independent Directors of your Company, in a separate meeting, evaluated the performance of the Chairman and other Non-Independent Directors along with the performance of the Board based on various criteria recommended by the NRC and ''Guidance Note on Board Evaluation'' issued by the SEBI. A report on such evaluation done by the Independent Directors was taken on record by the Board and further your Board, in compliance with requirements of the Act, evaluated performance of all the Directors, Board as a whole, based on various parameters including attendance, contribution etc.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its committees and Individual Directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the Independent Director being evaluated. The Board of Directors have opined that they are satisfied with regard to the integrity, expertise and experience (including proficiency) of the Independent Director of the Company.

The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Report.

Policy on Directors’ Appointment and Remuneration

In compliance with the requirements of Section 134(3) (e) and Section 178(3) of the Act, the Nomination & Remuneration Committee (''NRC''), had fixed the criteria for nominating a person on the Board which, inter-atia, include desired size and composition of the Board, age limit, qualification / experience, areas of expertise, skill set and independence of individual.

Further, pursuant to provisions of the Act, the NRC has formulated the Nomination and Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Management Personnel, Senior Management and other Employees of your Compan y, salient features whereof are annexed to this report. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive Directors of the Company. The policy is available at the Investor Section on the website of the Company at viz. www.zeemedia.in

The NRC takes into consideration the best practices in the industry while fixing the terms of the appointment including remuneration packages. Further, the

compensation package for the Director, Key Managerial Personnel, Senior Management and other employees is designed based on the set of principles enumerated in the said policy. The remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Nomination and Remuneration Policy of your Company.

The applicable remuneration details of the Key Managerial Personnel, along with details of ratio of remuneration of Director to the median remuneration of employees of the Company for the financial year under review are provided as Annexure to this Report.

Familiarization Program for Directors

All Independent Directors are taken through an induction and familiarization program when they join the Board of your Company. The induction program covers the Company''s history, background of the Company and its growth over the last few years, various milestones in the Company''s existence, the present structure and an overview of the business and functions. Independent Directors of the Company have also been familiarized with their roles, rights and responsibilities.

During the year under review in addition to management presentation on key changes in regulatory framework and industry updates, a detailed familiarization program was conducted for the Board members by Ernst & Young LLP on - Key amendments in Companies Act, 2013 and Listing Regulation, related party transactions and Independent Directors - Duties, Responsibilities and Liabilities.

The Board including all Independent Directors are provided with relevant documents, reports and i nternal poli ci es to enable th em to fami liarize with the Company''s procedures and practices from time to time besides regular briefing by the members of the Senior Management Team.

The details of Familiarization Program can be viewed in the Investor section of Company''s website at www. zeemedia.in

Committees of the Board

In compliance with the requirements of the Act,

Listing Regulations and for smooth functioning of the Company, your Board has constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, Finance Sub-Committee, Corporate Management Committee and Disciplinary Committee.

(a) Audit Committee

Your Company has a duly constituted Audit Committee and its composition as well as charter is in line with the requirements of the Act and Listing Regulations.

Composition

In compliance with Section 177 of the Act read with rules made thereto and Regulation 18 of the Listing Regulations, the Audit Committee of the Board as on March 31, 2024, comprised of 3 (Three) members, with Mr. Raj Kumar Gupta, Independent Director as its Chairman, Mr. Susanta Kumar Panda, Independent Director and Mr. Dinesh Kumar Garg, Executive Director - Finance as its members. Subsequent to the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.

(b) Nomination and Remuneration Committee

The Company has a duly constituted Nomination and Remuneration Committee (''NRC'') which, inter-alia, identifies and recommends persons who are qualified to become Directors and reviews and recommends the remuneration and other employment terms and conditions of Directors and Senior Management.

Composition

In compliance with Section 178 of the Act read with rules made thereto and Regulation 19 of the Listing Regulations, the NRC of the Board as on March 31, 2024, comprised of 3 (Three) members, with Mr. Raj Kumar Gupta, Independent Director as its Chairman,

Mr. Susanta Kumar Panda, Independent Director and Mr. Surender Singh, Non-Executive NonIndependent Director as its Members. Subsequent to the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.

(c) Stakeholders Relationship Committee

The Company has a duly constituted Stakeholders Relationship Committee which inter-alia looks into various aspects of interests of shareholders and debenture holders including investors'' grievances arising out of issues regarding share transfers, dividends, dematerialization and related matters, evaluating performance and service standards of the Registrar and Share Transfer Agent and takes requisite actions to redress the same.

Composition

In compliance with Section 178 of the Act read with rules made thereto and Regulation 20 of the Listing Regulations, the ''Stakeholders Relationship Committee'' of the Company as on March 31, 2024, comprised of Mr. Amitabh Kumar, Non-Executive Non-Independent Director as Chairman, Mr. Raj Kumar Gupta, Independent Director and Mr. Dinesh Kumar Garg, Executive Director - Finance as its Members. After the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.

(d) Corporate Social Responsibility Committee

The Company has a duly constituted Corporate Social Responsibility (''CSR'') Committee which is responsible for formulation, recommendation of the CSR policy of the Company and monitoring of the CSR spent by the Company.

Composition

In compliance with Section 135 of the Act read with rules made thereto, the CSR Committee of the Board as on March 31, 2024, is comprised of 3 (Three)

members, with Mr. Surender Singh, Non-Executive Non-Independent Director as its Chairman, Mr. Raj Kumar Gupta, Independent Director and Mr. Dinesh Kumar Garg, Executive Director - Finance as its Members. After the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.

(e) Risk Management Committee

The Company has a duly constituted Risk Management Committee (''RMC'') which, inter alia, focus on risk management including determination of Company''s risk appetite, risk tolerance, risk assessments (risk identification, risk evaluation, risk management and mitigation) etc. including cyber security.

Composition

In compliance with Regulation 21 read with Part D of Schedule II of the Listing Regulations, the RMC of the Board as on March 31, 2024, comprised of 3 (Three) members with Mr. Susanta Kumar Panda, Independent Director, as its Chairman, Ms. Swetha Gopalan, Independent Director and Mr. Dinesh Kumar Garg, Executive Director - Finance & Chief Financial Officer, as its members. The Company Secretary acts as the Secretary of the Committee. After the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee.

(f) Finance Sub-Committee

The Board has constituted a Finance SubCommittee which has been delegated the functions of monitoring and expediting any debt fund raising process, approve financing facilities offered and/ or sanctioned to the Company by various Banks and/or Indian Financial Institutions from time to time, in the form of Term Loans, Working Capital facilities, Guarantee Facilities, etc., including the acceptance of terms and conditions of such facilities being offered. As on March 31, 2024 and as on the date of this report, the Finance Sub-Committee

comprised of Mr. Surender Singh, Non-Executive Non-Independent Director as its Chairman, Mr. Dinesh Kumar Garg, Executive Director - Finance & Chief Financial Officer and Mr. Amitabh Kumar, Non- Executive Non-Independent Director, as its members. The Company Secretary acts as the Secretary of the Committee. After the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee.

(g) Corporate Management Committee

The Board has constituted a Corporate Management Committee comprising Senior Executives of the Company to review, approve and/or grant authorities for managing day-to-day affairs of the Company within the powers delegated by the Board.

As on March 31, 2024, the Corporate Management Committee comprised of 3 (Three) members with Mr. Dinesh Kumar Garg, Executive Director -Finance & Chief Financial Officer as Chairman, Mr. Ranjit Srivastava, Company Secretary and Mr. Abhay Ojha, Chief Executive Officer as its members.

Consequent to the cessation of Mr. Abhay Ojha as the Chief Executive Officer of the Company and appointment of Mr. Karan Abhishek Singh, as Chief Executive Officer of the Company, the Corporate Management Committee of the Company was reconstituted on August 7, 2024, wherein Mr. Karan Abhishek Singh, Chief Executive Officer of the Company, was inducted as a member of the said Committee. Accordingly, as on the date of this report, the Corporate Management Committee comprises of 3 (Three) members namely Mr. Dinesh Kumar Garg, Executive Director - Finance & Chief Financial Officer, Mr. Karan Abhishek Singh, Chief Executive Officer and Mr. Ranjit Srivastava, Company Secretary, as its members.

(h) Disciplinary Committee

The Board of Directors had constituted a ''Disciplinary Committee'' for considering and finalizing the action(s) to be taken by the Company in case of any violation of Company''s Insider Trading

Code read with SEBI (Prohibition of Insider Trading) Regulations, 2015 and the charter laid down by the Board.

As on March 31, 2024 and as on the date of this report, the Disciplinary Committee is comprised of Mr. Susanta Kumar Panda, Independent Director as a Chairman, Mr. Dinesh Kumar Garg, Executive Director - Finance & Chief Financial Officer and Mr. Ranjit Srivastava, Company Secretary of the Company as its members.

(i) Executive Board

Upon the recommendation of the NRC, the Board approved the constitution of an ''Executive Board'' consisting of key business executives to strategize and drive the business operations of the Company in the current competitive environment as well as to draw synergies from various business functions of the Company. The Executive Board reports to the Board of the Company and makes periodic presentations on the business operations. The Executive Board is responsible for finalizing and implementing the Editorial, Marketing and Sales strategy and for driving synergies for the businesses. The Executive board periodically evaluates the policies of the Company, review any Legal issue / Litigation / Regulatory issue and is solely responsible for the business operations and Budget of the assigned function. As on the date of this report, the Executive Board comprises of Dr. Idris Memon Loya (Chief Executive Officer of Company''s wholly owned subsidiary viz. Indiadotcom Digital Private Limited), Ms. Mona Jain, Chief Revenue Officer, Mr. Pankaj Rai, Chief Business Officer - WION and Zee Business and Mr. Rahul Sinha, Managing Editor -Zee News.

Details of constitution of the Board Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.zeemedia.in. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

During the year, all the recommendations made by the Committees of the Board including the Audit Committee, which were mandatorily required, were accepted by the Board.

Vigil Mechanism / Whistle Blower Policy

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Vigil Mechanism / Whistle Blower policy which provides a robust framework for dealing with genuine concerns & grievances. The policy provides access to Directors / Employees / Stakeholders of the Company to report concerns about unethical behavior, actual or suspected fraud of any Director and / or Employee of the Company or any violation of the Code of Conduct. The policy safeguards whistleblowers from reprisals or victimization, in line with the Regulations. Any incidents that are reported are investigated and suitable action is taken in line with the Policy. During the year under review, one case was reported under the Vigil Mechanism. The said complaint was duly investigated wherein it was revealed that the allegations were not substantiated and accordingly the complaint was closed during the year under review without any further action. The Whistle Blower Policy is available at the Investor Section on the website of the Company at viz. www.zeemedia.in

Directors and Officers (D&O) Liability Insurance

Your Company has taken D&O Insurance for all of its Directors (including Independent Directors) and Senior Management for such quantum and risks as determined by the Board.

Cost Records

Your Company is required to maintain the Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Act read with applicable notifications thereto. Your board at its meeting held on May 29, 2024, had re-appointed Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, to carry out Audit of Cost Records of the Company for the Financial

Year 2024-25. The Company has been making and maintaining the Cost Accounts and Records, including for the Financial Year 2023-24, as required under applicable provisions. The Cost Auditors have issued their unqualified report for the Financial Year 2023-24, which has been taken on record by the Audit Committee / Board of the Company at its meeting held on August 7, 2024.

In accordance with the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditor for financial year 202425 is required to be ratified by the members, the Board upon the recommend ation of the Au dit Committee, recommends the same for confirmation & ratification by members at the ensuing AGM.

14. CORPORATE SOCIAL RESPONSIBLITY

In terms of the applicable regulatory provisions, the Board of Directors of your Company has constituted a Corporate Social Responsibility (''CSR'') Committee.

CSR at Zee Media is all about creating sustainable programs that actively contribute to and support the social and economic development of society and participation in educational initiatives. The CSR projects are identified and recommended for consideration by CSR Committee and upon approval, the funds are remitted for utilization towards approved CSR Projects. The Committee monitors and reviews utilization of CSR funds.

A brief outline of the CSR Philosophy, salient features of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2023-24 together with progress thereon and the report on CSR activities in the prescribed format, as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, is appended to this Board Report. Further, the Chief Financial Officer confirms that the CSR spends are utilized for the purpose and in the manner approved by the Board of Directors of the Company.

The Company has a Corporate Social Responsibility (CSR) Policy in accordance with the provisions of the Act and Rules made there under. The contents of the CSR

Policy are disclosed on the website of the Company viz. www.zeemedia.in

Details of the CSR Committee composition, role and meetings, etc. have been provided in the Report on Corporate Governance.

15. AUDITORS

Statutory Auditors: Ford Rhodes Parks & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 102860W/W100089) were re-appointed as the Statutory Auditors of the Company at the 23^rd Annual General Meeting (''AGM'') of the Company held on September 30, 2022, for a second term of 5 (five) consecutive years. Accordingly, they shall hold office till the conclusion of the 28^th Annual General Meeting of the Company.

The report of the Statutory Auditors forms part of the Annual Report. The said report is self-explanatory and does not contain any qualification, reservation, adverse remarks or disclaimer.

Secretarial Auditor: In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the Financial Year ended March 31, 2024, was carried out by Ms. Neelam Gupta, Practicing Company Secretary (holding ICSI Certificate of Practice No. 6950), proprietor of Neelam Gupta & Associates. Secretarial Audit report (in MR-3 format) inter alia confirming compliance with applicable regulatory requirements by the Company during FY 2023-24 is appended to this Board Report.

The said report does not contain any qualifications, reservations or adverse remarks or disclaimer.

Zee Akaash News Private Limited and Indiadotcom Digital Private Limited, the unlisted material subsidiaries (wholly owned) of your Company, had also appointed Ms. Neelam Gupta, Practicing Company Secretary (holding ICSI Certificate of Practice No. 6950), proprietor of Neelam Gupta & Associates, as its Secretarial Auditor to conduct the Secretarial Audit for the FY 2023-24 The said Audit has been conducted in accordance with Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made thereunder and in compliance to applicable regulatory provisions. The said Reports are also

annexed to this Annual Report and does not contain any qualifications, reservations or adverse remarks.

Additionally, in compliance with the requirements of Regulation 24A(2) of Listing Regulations, the Annual Secretarial Compliance Report duly signed by Ms. Neelam Gupta, Practicing Company Secretary, proprietor of Neelam Gupta & Associates has been submitted to the Stock Exchanges within the prescribed timelines.

The reports of Statutory Auditor and Secretarial Auditor forms part of this Annual report. The said report does not contain any qualifications, reservations or adverse remarks or disclaimer.

Further, the Board at its meeting held on May 24, 2024, had re-appointed Ms. Neelam Gupta, Practicing Company Secretary (holding ICSI Certificate of Practice No. 6950), proprietor of Neelam Gupta & Associates, as the Secretarial Auditor of the Company for the Financial Year 2024-25.

Cost Auditor: Your Company is required to maintain the Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Act.

In compliance with the requirements of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, were re-appointed as Cost Auditor to carry out Audit of Cost Records of the Company for the FY 2023-24. The Cost Auditor have issued unqualified report for the Financial Year 2023-24, which has been taken on record by the Audit Committee and the Board of the Company at their meeting held on August 7, 2024.

Further, the Board, on the recommendation of Audit Committee, at its meeting held on May 24, 2024, had approved the re-appointment of Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, as Cost Auditor to carry out Audit of Cost Records of the Company for the Financial Year 2024-25.

Requisite proposal seeking ratification of remuneration payable to the Cost Auditor for the Financial Year 2024-25 by the Members as per Section 148 read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of convening the Annual General Meeting.

Internal Auditor: The Board, on the recommendation of Audit Committee, appointed ''SS Kothari Mehta & Company'' as the Internal Auditor of the Company for FY 2023-24. At the beginning of each Financial Year, an audit plan is rolled out with approval by the Audit Committee. The said plan is devised in consultation with the Statutory Auditors. The plan is aimed at evaluating the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

The Board, on the recommendation of the Audit Committee, at its meetings held on May 24, 2024, approved the re-appointment of ''SS Kothari Mehta & Company'', as the Internal Auditor of the Company for the Financial Year 2024-25.

Reporting of Frauds by Auditors

During the year under review, there were no frauds reported by the Statutory Auditors, Secretarial Auditors and Cost Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

16. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT & MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Business Responsibility and Sustainability Report for the Financial Year 2023-24, in terms of the provisions of Regulation 34 of the Listing Regulations forms part of the Annual Report.

The Management Discussion and Analysis report is separately attached hereto and forms an integral part of this Annual Report. The said report gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s business and other material developments during the FY under review.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is inter-alia into the business of Broadcasting of News and Current Affairs Television

Channels. Since this does not involve any manufacturing activity, most of the Information required to be provided under Section 134 (3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable. However, the information as applicable is given hereunder:

Conservation of Energy: Your Company, being a service provider, requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible in all the offices, studios and news bureaus of the Company across the country.

Technology Absorption: In its endeavor to deliver the best to its viewers and business partners, your Company has been constantly active in harnessing and tapping the latest and best technology in the industry. The company''s Studios, broadcasting facilities and news collection and dissemination processes use the best inclass technology.

Foreign Exchange Earnings and Outgo: During the year under review, your Company had foreign exchange earnings of '' 21.73 Million and outgo of '' 130.46 Million.

18. HUMAN RESOURCE MANAGEMENT

Human Resource Management has been one of the key priorities for your company. While harmonizing people''s practices, the strategic approach had been to adopt best aspects, align to the market-best practices and build a future ready organization.

The Company believes that the key to excellent business results is a committed talent pool. Human resources are the most critical element responsible for growth and the Company acknowledges their contribution and works towards their satisfaction as a top priority. The HR policies continually strive towards attracting, retaining and developing the best talent required for the business to grow. Regular training is conducted for the employees to ensure skill upgradation and personal development throughout the various organizational levels.

The Company values its talent pool and works hard to retain its best talent by providing ample opportunities to grow. The Company focuses on providing opportunity for the development of and enhancing the skill sets

of its employees at all levels of the business. Several workshops have been conducted for employees across the country, so they understand and exhibit the values of the Company in their work and behavior. Continuous training program / sessions are provided which helps in keeping the optimization and moral of the Organisation at a higher level.

Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, cooperation and support, have contributed to the business operations of the Company.

Particulars of Employees

As on March 31, 2024, the total numbers of permanent employees of the Company were 1,774. The information required under the provisions of Section 197 of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with the statement showing names and other particulars of top 10 employees including employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report.

19. DISCLOSURES

i. Particulars of loans, guarantees and investments:

Particulars of loans, guarantees and investments made by the Company as required under Section 186(4) of the Act are given in Note No. 38 to the Standalone Financial Statements.

ii. Transactions with Related Parties: In terms of the applicable statutory provisions, the related party transactions are placed before the Audit Committee for its approval and statements of all related party transactions are placed before the Audit Committee for its review on a quarterly and yearly basis, specifying the nature, value and terms and conditions of the transactions along with arms-length justification. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. During the year under review, there have been no materially significant related party transactions as defined under Section 188 of the Act and Regulation 23 of the Listing Regulations and accordingly no transactions

are required to be reported in Form AOC-2 as per Section 188 of the Act.

iii. Risk Management: Your Company follows a comprehensive system of Risk Management. It has adopted a policy and procedure for rapid identification, definition of risk mitigation plans and execution. Your Company has defined operational processes to ensure that risks are identified and the operating management is responsible for reviewing, identifying and implementing mitigation plans for operational and process risk. Key strategic and business risks are identified, reviewed and managed by senior management team. The Risks and their mitigation plans are updated and reviewed periodically by the Audit Committee / risk Management Committee and are integrated in the Business plan for each year. The details of Constitution, scope and meetings of the Risk Management Committee forms part of the Corporate Governance Report. In the opinion of the Board there are no risks that may threaten the existence of the Company.

iv. Internal Financial Controls and their Adequacy: Your company has an effective internal control and risk mitigation system, which is constantly assessed and strengthened with standard operating procedures and which ensures that all the assets of the Company are safeguarded & protected against any loss, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records, timely preparation of reliable financial information and that all transactions are properly authorized and recorded. The Company has laid down procedures to inform audit committee and board about the risk assessment and mitigation procedures, to ensure that the management controls risk through means of a properly defined framework. The Audit Committee evaluates the internal financial control system periodically and deals with accounting matters, financial reporting and periodically reviews the Risk Management Process.

During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed.

v. Deposits: Your Company has not accepted any public deposit under Chapter V of the Act.

vi. Transfer to Investor Education and Protection Fund: The Company has transferred the unpaid or unclaimed dividends declared for the financial years 2015-16, to the Investor Education and Protection Fund (''IEPF'') established by the Central Government. Details of dividends so far transferred to the IEPF Authority are available on the website of IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.

Further, the related shares with respect to above unclaimed dividend were also duly transferred to the IEPF Authority in the Financial Year 2023-24. Details of shares so far transferred to the IEPF Authority are available on the website of the Company and can be accessed through the link: www.zeemedia. in. The said details have also been uploaded on the website of the IEPF Authority and can be accessed through the link: www.iepf.gov.in.

The voting rights on the shares transferred to IEPF Authority shall remain frozen till the rightful owner claims the shares.

Subsequent to the transfer, the concerned shareholders can claim the said shares along with the dividend(s) by making an application to IEPF Authority in accordance with the procedure available on www.iepf.gov.in and on submission of such documents as prescribed under the IEPF Rules.

Unclaimed Shares: As on March 31, 2024, your Company had an outstanding balance of 22,238 unclaimed shares lying in the Suspense Account of the Company. Necessary steps were taken in Compliance with the Listing Regulations, for sending the necessary reminders to the claimant of the said shares, at the address available in the data base of the Depository/Company.

The voting rights on the equity share(s) in the Suspense Account shall remain frozen till the rightful owners of such equity share(s) claim the equity share(s).

vii. Transfer to General Reserve: During the year under review, there was no amount transferred to any of the reserves by the Company.

viii. Disclosure under Section 197(14) of the Act: During the Financial Year 2023-24, the Executive Director of the Company did not receive any remuneration or commission from the Company''s subsidiary company.

ix. Sexual Harassment: Your Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Additionally, your Company has constituted Internal Complaints Committee functioning at various locations to redress complaints regarding sexual harassment. Seven complaints were received during the year under review and the said Complaints were placed before the Internal Complaints Committee. The required process to be undertaken by the Committee has been concluded and no complaints are pending as on March 31, 2024.

x. Secretarial Standards: Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by MCA.

xi. Extract of Annual Return: The Annual return in form MGT-7 as required under Section 92 of the Act read with Companies (Management & Administration) Rules, 2014, is provided at the Investor Section on the website of the Company at www.zeemedia.in

xii. Compliance with Up-linking and Downlinking Guidelines: The ''Up-linking and Downlinking Guidelines of Satellite Television Channels'' notified by the Ministry of Information & Broadcasting on November 9, 2022, is applicable on the Company which, inter-alia, prescribes for voluntary public service broadcasting obligation through broadcast of event having themes of national importance, which include education, health, welfare of

women, agriculture, etc. Your Company is engaged in the broadcast of various National and Regional News Channels, which broadcast is in itself in the nature of voluntary public service. During the period under review, various programs have been broadcasted on the channels of the Company which have the theme of national importance. Your Company believes that news broadcasting by the Company helps the viewers to gain knowledge, expand horizons, improves quality of life and remain updated on political developments, natural disasters or societal issues. It helps viewers stay aware of the happenings around the world and strengthen democracy and act as reliable sources of news, covering a wide range of topics such as politics, economy, education, literacy, agriculture & rural development, healthcare, women welfare, national integration, social issues, sports and entertainment and fulfils an important task of keeping the public informed about current events. The said broadcasting contributes on a regular basis, towards the nation and the society.

xiii. Regulatory Orders:

During the Financial Year 2023-24, no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

20. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), in relation to the Annual Financial Statements for the Financial Year 2023-24, the Directors of the Company state and confirm that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2024 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

b) In the preparation of these Financial Statements, the applicable accounting standards have been followed and there are no material departures;

c) Accounting policies selected are applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the Loss of the Company for the year ended on that date;

d) Proper and sufficient care has been taken for the 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 fraud and other irregularities;

e) Requisite internal financial controls are laid down and that such financial controls are adequate and operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.

21. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No such application is made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and as at the end of the Financial Year.

22. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND WHILE TAKING LOAN, ALONG WITH THE REASONS THEREOF:

There has been neither any delay / default in repayment obligation towards financial institutions nor has the Company entered into any One-time settlement with any financial institution, during the year under review.

23. INDUSTRIAL OPERATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the leadership position. It has taken various steps to improve productivity across the organization.

24. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may constitute ''forward looking statements'' within the meaning of applicable laws and regulations and actual results might differ.

25. ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the continued support extended by the Company''s stakeholders and trust reposed by them in the Company. It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution

made by employees of the Company and its subsidiaries at all levels that has contributed to your Company''s success.

Your Directors acknowledge with sincere gratitude the co-operation and support extended by the, the Stock Exchanges and other stakeholders including viewers, advertisers, vendors, bankers, investors, service providers/partners as well as other regulatory and government authorities.

Your Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued stakeholders.

For and on behalf of the Board of Zee Media Corporation Limited

Susanta Kumar Panda Chairman (Independent Director)

(DIN:07917003)

Dinesh Kumar Garg

Executive Director - Finance & Chief Financial Officer (DIN:02048097)

Place: Noida Date: August 7, 2024

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Mar 31, 2023

The Board of Directors of Zee Media Corporation Limited (''ZMCL or ''Company'') take pleasure in presenting the Twenty-Fourth (24^th) Annual Report of the Company, on the business and operations of the Company, together with Audited Standalone and Consolidated Financial Statements

and the Auditor''s Report thereon, for the Financial Year ended March 31, 2023 (''FY 2023'').

1. FINANCIAL HIGHLIGHTS

A summary of the financial performance of the Company for the Financial Year ended March 31,2023, is as below:

(Rs. in Million)
Particulars	Standalone - Year ended		Consolidated - Year ended
	March 31, 2023	March 31,2022	March 31,2023	March 31,2022
Total Revenue	5,375.62	6,621.98	7,397.40	8,725.24
Total Expenses	5,433.95	5,953.97	7,763.36	7,358.74
Profit / (Loss) before Tax, Share of Profit / (Loss) of Associates & Exceptional Items	(58.33)	668.01	(365.96)	1,366.50
Exceptional Items	(388.64)	426.68	(309.94)	(2,119.45)
Share of Profit / (Loss) of Associates	-	-	(51.70)	25.89
Profit / (Loss) before Tax	(446.97)	1,094.69	(727.60)	(727.06)
Tax Expenses (Net)	3.02	(259.19)	(39.57)	(450.10)
Profit /(Loss) after Tax	(449.99)	835.50	(688.03)	(1,177.16)

There are no material changes and commitments that occurred after the close of the financial year till the date of this report which affects the financial position of the Company.

Based on internal fi nancial control framework and compliance systems established in the Company and verified by the external professional firms and statutory auditor and reviews performed by the management and/ or the Audit Committee of the Board, your Board is of the opinion that Company''s internal financial controls were adequate and effective during the Financial Year 202223.

2. DIVIDEND

Your Board intends to retain its internal accrual for future business requirements and the growth of the Company. Accordingly, your Board has not recommended any dividend during the year under review.

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (''Listing Regulations''), your Company has formulated a Dividend Distribution Policy and the same is available on the Company''s website at www. zeemedia.in.

3. BUSINESS OVERVIEW

Your Company is a prominent player in the media and broadcasting industry with the largest and diverse portfolio of TV channels and Digital properties. The company has an extensive network of news bureaus, correspondents and stringers spanning across the country, ensuring comprehensive coverage. The Company leverages world-class technology for content creation, packaging and broadcasting, further enhancing its competitive edge in both TV and Digital Media segments.

The Company has a wide portfolio of 19 News Channels comprising of 16 TV News channels (1 Global, 4 National and 11 Regional channels), 3 digital-only News channels, and more than 30 digital brands. The digital publishing business of the Company had been consolidated under

a separate wholly owned subsidiary ''Indiadotcom Digital Private Limited'' (IDPL) to bring focus on exploiting the enormous potential and growth in the digital media segment. The Company has gradually expanded its basket of digital properties and has presence across various mediums including websites, social media pages and apps. In terms of the audience, it follows the same strategy as TV segment to focus on broader market along with products that cater to specific niches. It''s digital portfolio includes multiple websites for niche channels which further have a multitude of language versions, sub brands, and sections catering to different audiences.

The Company has established its relationships with various national and international news agencies. This network enables the Company to collaborate with international reporters, facilitating on-ground and live reporting and significantly expanding the global reach of its channels, particularly WION.

The Indian Media & Entertainment (M&E) industry is estimated to have grown by 19.9% over '' 1.75 trillion in 2021 to reach a size of '' 2.1 trillion in 2022. In the year 2023, the industry is expected to grow by 11.5% and at a CAGR of 10.5% from 2022 to 2025. The size of the industry in 2025 is projected to be '' 2.83 trillion. As per the PWC Global Entertainment & Media Outlook 2023-27 report, the M&E industry in India is likely to touch US$ 45 billion in revenues by 2027 with the second highest pace of growth among the top 10 markets in terms of size, lagging only Indonesia. The United States of America will remain the top market in 2027 with a size of US$ 725 billion. It will be followed by China, Japan, UK and Germany in the top 5.

The key segments in the Indian Media & Entertainment industry are Television, Digital Media, Print, Filmed Entertainment, Online Gaming, Animation & VFX, Live Events, Out Of Home Media, Music and Radio in the decreasing order of their size in 2023. Television contributed 33.8% of the total industry size in 2022, however, it experienced a decline from '' 720 billion in 2021 to '' 709 billion. In a total contrast, the second largest segment, Digital Media, went up from '' 439 billion in 2021 to '' 571 billion in 2022, a growth of 30.1%. Other segments that grew at a fast pace in 2022 were

Live Events (128.1%), Out Of Home Media (85%), Filmed Entertainment (84.9%), Online Gaming (33.7%) and Animation & VFX (28.9%).

In the projection period between 2022 to 2025, the FICCI-EY report estimates that Digital Media will contribute ~40% of the incremental growth in the industry''s size. The other key contributors to the incremental growth are expected to be Online Gaming at 13% and TV at 12% share, however, the fastest growing segments would be Live Events and Animation & VFX.

The Company''s regional and language channel portfolio is one of the strongest across media networks in the country. It leads in the respective regional markets of channels such as Zee Punjab, Haryana and Himachal Pradesh, Zee Madhya Pradesh and Chhattisgarh, Zee Rajasthan, Zee Bihar and Jharkhand, and Zee Salaam. The other major offerings Zee 24 Kalak, Zee 24 Ghanta, Zee Uttar Pradesh Uttarakhand and Zee 24 Taas also performed well and have carved out a niche for themselves among their audience. The network''s digital properties received a total of 13.99 billion page-views with a Monthly Average User (MAU) count of 299 million in FY23.

The network won several prestigious awards during FY''23, such as:

- Zee news channel bagged multiple awards across different categories. It also ran a campaign on its recognition as the Most Trusted Hindi News channel in TRA''s Brand Trust report of 2022.

- WION has won 13 prestigious News Television awards, 6 ENBA awards, and 17 Afaqs! Future of News awards (out of a total of 23 won by the network) across different categories. The 17 wins at Afaqs! Awards included 12 golds and 5 silvers, in key categories such as ''Best Prime Time Show'', ''Best Breaking News Story'', and ''Best Inquiry into Fake News''.

- Zee Business bagged 13 prestigious News Television awards across different categories.

The Consolidated Operating Revenue decreased by 16.9% (from '' 8,668.63 million in FY 2021-22 to '' 7,206.25 million in FY 2022-23) and the EBITDA declined by 74.1% (from '' 2,536.56 million in FY 2021-22 to '' 656.12 million in FY 2022-23). The Finance Costs decreased by 21.5% (due to repayment of a significant portion of the NCDs during the year) and Depreciation and Amortization Expenses increased by 8.0% in FY 2022-23 as compared to FY 2021-22. The Net loss was '' 688.03 million in FY 2022-23 as compared to net loss of '' 1,177.16 million in FY 2021-22.

The Company had issued a Corporate Guarantee on June 29, 2015, to IDBI Trusteeship Services Limited (''Debenture Trustee'') for guaranteeing the payment obligations of Pri - Media Services Private Limited, (the then Wholly Owned Subsidiary of the Company) in relation to Non-Convertible Debentures aggregating to '' 2,500 million ("DMCL NCDs") issued by Pri - Media Services Private Limited (''Corporate Guarantee''). Subsequently, Pri - Media Services Private Limited merged with Diligent Media Corporation Limited (''DMCL) pursuant to a Scheme and accordingly, the Corporate Guarantee issued by the Company stood novated for guaranteeing the payment obligations for DMCL.

In terms of the Corporate Guarantee, upon failure by DMCL to redeem the DMCL NCDs in full, the Debenture Trustee invoked the Corporate Guarantee and called upon the Company to make payment towards principal, interest and associated costs. Subsequent to the discharge of the liability by the Company under the said Corporate Guarantee, an amount of '' 2,900.00 million was recoverable by the Company from DMCL, in addition to other receivables of '' 193.03 million. Post discussions, the Company and DMCL proposed to settle the entire outstanding amount of '' 3,093.03 million, by transfer / assignment of Identified Trademarks of DMCL valued at '' 1,700.00 million and cash payment of '' 120.00 million, aggregating to '' 1,820.00 million, as full and final settlement. The balance amount was to be written off by the Company.

The said settlement terms were agreed and approved by the Board and shareholders of the Company and DMCL. The Board of Directors of the Company at its meeting held on November 8, 2022, approved the execution of the settlement agreement with DMCL. The Company on March 31, 2023, entered into the said settlement agreement with DMCL, which is subject to transfer of all rights, clear title and interest in the identified trademarks

of DMCL. Pursuant to the Agreement, the Company has received the payment of '' 120.00 million from DMCL and written off receivables. Pending completion of transfer of the Identified Trademarks, an amount of '' 1,700.00 million has been disclosed as capital advance in the financial statements of the Company as at March 31, 2023.

4. SUBSIDIARIES & ASSOCIATE COMPANIES

As on March 31, 2023, your Company has 2 (Two) Wholly Owned Subsidiaries (''WOS'') viz. Zee Akaash News Private Limited and Indiadotcom Digital Private Limited and 2 (Two) Associate entities, viz. Today Merchandise Private Limited and Today Retail Network Private Limited.

In addition to the above, upon approval of the Board, the Company had incorporated a WOS namely ''Zee Media Americas LLC'' on February 27, 2023, in the State of Delaware, United States of America. Pending approvals for Overseas Direct Investment (ODI), no investment has been made by the Company in the said WOS, till March 31, 2023.

During the year, there have been no material changes in the nature of business of the subsidiaries. All subsidiaries and associates of the Company are managed by their respective Board of Directors in the best interest of those Companies and their shareholders.

Wholly Owned Subsidiaries:Zee Akaash News Private Limited

i

Zee Akaash News Private Limited is a WOS of the Company incorporated in the State of Maharashtra. The Company is, inter alia, engaged in the business of broadcasting of satellite television channels namely -Zee 24 Ghanta in Bengali Language. The Company is a material unlisted subsidiary as on March 31, 2023, as per the thresholds laid down under the Listing Regulations. In compliance with the provision(s) of Regulation 24 of the Listing regulations, Mr. Raj Kumar Gupta acts as an Independent Director on the Board of Zee Akaash News Private Limited.

Indiadotcom Digital Private Limited (formerly known as Rapidcube Technologies Private Limited1

With a rationale for projected substantial growth of the digital publishing business division and with an objective to unlock the digital value and focus on growth of the digital publishing business across the globe, post necessary approvals, Rapidcube Technologies Private Limited (''Rapidcube'') was incorporated as a wholly owned subsidiary of the Company on October 29, 2020 to undertake the digital publishing business.

Rapidcube Technologies Private Limited changed its name to ''Indiadotcom Digital Private Limited'' (''IDPL) for a better reflection of its current business proposition. The Company is a material unlisted subsidiary as on March 31, 2023, as per the thresholds laid down under the Listing Regulations. In compliance with the provision(s) of Regulation 24 of the Listing regulations, Ms. Swetha Gopalan and Mr. Raj Kumar Gupta act as an Independent Director on the Board of Indiadotcom Digital Private Limited.

Zee Media Americas LLC

The Company continuously strives to ensure penetration and distribution of news and views all across the Country, through news channels of all the genres and languages which include Hindi, English, Regional and International news. The Company''s global channel WION has achieved widespread acceptance, not only among the Indian audience but also amongst the Indian diaspora spread globally. To further expand the reach of the channel, post the approval of the Board, the Company had incorporated a wholly owned subsidiary under the name of “Zee Media Americas LLC" on February 27, 2023, in the State of Delaware, United States of America. The Company aims to utilize this subsidiary for further distribution of its other linear channels, digital properties, and inhouse content. Pending approvals for Overseas Direct Investment (ODI), no investment has been made by the Company till March 31, 2023.

Associates:

Today Merchandise Private Limited and Today Retail Network Private Limited are the associate companies of your Company. Today Merchandise Private Limited''s objects include handling customer acquisition, marketing, procurement, sales promotion, brand management, website hosting and other ancillary activities. Today Retail

Network Private Limited''s objects include trading of merchandise like International books, apparels, footwear etc. through internet promotions.

Your Company funds its subsidiary(ies), from time to time, as per the fund requirements, to meet the working capital and other business requirements, in compliance with applicable regulatory provisions. During the year ended March 31, 2023, the Company has converted unsecured loan of '' 735.00 million along with trade receivables of '' 365.00 million aggregating to '' 1,100.00 million into 110, 0.01% Optionally Convertible Debentures (''OCDs'') of '' 10.00 million each of its wholly owned subsidiary (WOS), Indiadotcom Digital Private Limited. The OCDs are convertible into equity shares of ''10 each in the ratio of 1:1,000,000 within 9 years or at the option of the Indiadotcom Digital Private Limited, whichever is earlier. Simultaneously during the same financial year, the Company''s other WOS viz. Zee Akaash News Private Limited also converted the unsecured loan of '' 200.00 million into 20, 0.01% Optionally Convertible Debentures (''OCDs'') of '' 10.00 million each of Indiadotcom Digital Private Limited at same terms of issuance.

Apart from the above, there is no other Subsidiary/Joint-venture/Associate within the meaning of section 2(87) and section 2(6) of the Act, of the Company.

Audited Accounts of Subsidiary Company

Your Company has prepared the Annual Audited Consolidated Financial Statements in accordance with Section 129(3) of the Companies Act, 2013 (''Act'') read with the applicable Indian Accounting Standards and Listing Regulations. As required under the Indian Accounting Standards (Ind AS), notified under Section 133 of the Act and applicable provisions of the Listing Regulations, the Audited Consolidated Financial Statements of the Company reflecting the Consolidation of the Accounts of its Subsidiaries are included in this Annual Report. Further, a Statement containing the Salient Features of the Financial Statements of Subsidiaries/Associate Companies pursuant to sub-section 3 of Section 129 of the Act in the prescribed Form AOC-1 is appended to this Board Report.

In accordance with Section 136 of the Act, the Annual Audited Financial Statements including the Consolidated

Financial Statements and related information of the Company and Annual Audited Accounts of the Subsidiaries are available on the investor section on the website of the Company viz. www.zeemedia.in. Your Company also has a policy in place for determining Material Subsidiaries in terms of the applicable regulations. The Policy for determining Material Subsidiaries is available on the Company''s website viz. www.zeemedia.in

5. CAPITAL STRUCTURE

During the year under review, there was no change in the Capital Structure of the Company. Accordingly, as at March 31, 2023, the Capital structure stand as follows:

• The Authorised Share Capital of the Company is '' 1,930,000,000/- (Rupees One hundred and ninety three crores only) divided into 1,770,000,000 (One hundred and seventy seven crores) Equity Shares of '' 1/- (Rupee One) each and 160,000,000 (Sixteen crores) Preference Shares of '' 1/- (Rupee One) each.

• The Paid-up Equity Share Capital of the Company is '' 625,428,680/- (Rupees Sixty two crore fifty four lakhs twenty eight thousand six hundred and eighty Only) divided into 625,428,680 (Sixty two crore fifty four lakhs twenty eight thousand six hundred and eighty) Equity Shares of '' 1/- (Rupee one only) each.

The Company continues to focus on expanding the horizons of its linear and digital business in the international markets also, for which investment is required in the evolving technologies and markets. In order to meet the growth trajectory / future business expansion plans and to meet its working capital, capital expenditure and general corporate purpose requirements, the Board at its meeting held on November 12, 2021, upon a request received from a promoter group entity expressing its support / intention to invest in the Company, approved the issuance of upto 135,000,000 (Thirteen Crores and Fifty Lakhs only) Warrants at a Price of '' 12.20/- per Warrants (''Warrant Issue Price''), aggregating up to '' 1,647,000,000/- (Rupees One Hundred Sixty Four Crores and Seventy Lakhs Only), in terms of applicable regulatory provisions.

Further, the Board at its meeting held on January 5, 2022, in furtherance to the approval of the shareholders

and other requisite approvals, and upon receipt of an upfront amount of '' 3.05/- (Rupees Three decimal point zero five Only) for each Warrant, aggregating to '' 41,175,000/- i.e. 25% of Warrant Issue Price, allotted 135,000,000 Warrants on preferential basis to Asian Satellite Broadcast Private Limited, a Promoter Group Entity. During the year under review, the said Warrants were inter-se transferred from Asian Satellite Broadcast Private Limited to another Promoter Group Entity named Elitecast Media Limited (''Elitecast''). In terms of the applicable provisions and terms of the offer, the payment of Warrant Exercise Price (being 75% of Warrant Issue Size) was due on or before July 5, 2023.

Elitecast informed the Company that pursuant to the Order(s) passed by Hon''ble Delhi High Court and other courts, Elitecast had been directed to maintain status quo in respect of the said Warrants. The Board, at its meeting held on July 5, 2023, while taking on record the communication of Elitecast, advised the management to file appropriate application with SEBI to seek relaxation / extension for receiving the Warrant Exercise Price from Elitecast. Accordingly, the Company filed an Exemption Application under Regulation 300 of the SEBI ICDR Regulations seeking relaxation of strict enforcement of Regulation 162 (1) read with 169(3) of the SEBI ICDR Regulations, with SEBI, which application is currently pending. The Company shall take appropriate steps, basis response from SEBI.

Listing of Company’s Securities

Your Company''s equity shares continue to be listed and traded on National Stock Exchange of India Limited (''NSE'') and BSE Limited (''BSE''). Both these Stock Exchanges have nationwide trading terminals and hence facilitate the shareholders/investors of the Company in trading the shares. The Company has paid the annual listing fee for the Financial Year 2023-24 to the said Stock Exchanges.

Depositories

Your Company has arrangements with National Securities Depository Limited (''NSDL) and Central Depository Services (India) Limited (''CDSL), the Depositories, for facilitating the members to trade in the equity shares of the Company in Dematerialized form.

The Annual Custody fees for the Financial Year 2023-24 have been paid to both the Depositories.

6. APPROVAL THROUGH POSTAL BALLOT

During the year under review, the Company had sought the approval of the Members by way of an Ordinary Resolution through Postal Ballot Notice dated February 14, 2023, for approval of appointment of Mr. Purushottam Vaishnava (DIN: 01958304) as a Non-Executive NonIndependent Director of the Company.

The aforesaid proposal has been approved with requisite majority by the Members of Company on March 17, 2023.

7. EMPLOYEES STOCK OPTION SCHEME

The Employee Stock Option Scheme (''ZNL ESOP-2009'') approved by the Members at the Annual General Meeting held on August 18, 2009, has not been implemented and no Stock Options were granted under the said ESOP Scheme till date. In view of this, particulars as required under applicable provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are not provided.

8. CREDIT RATING

During the year under review, CARE Ratings Limited (''CARE''), had reviewed the ratings assigned for Company''s Bank facilities and vide its letter dated August 5, 2022, upgraded the ratings for long term bank facilities to ''CARE BB ; Stable (Double B Plus; Outlook: Stable)''.

Subsequent to the closure of the financial year, CARE vide its letter dated July 7, 2023, has affirmed the ratings for long term bank facilities at ''CARE BB ; Stable (Double B Plus; Outlook: Stable)''.

9. REGISTERED OFFICE

The Registered Office of the Company is presently situated at 14^th Floor, ''A Wing'', Marathon Futurex, N M Joshi Marg, Lower Parel, Mumbai - 400 013, Maharashtra.

10. REGISTRAR & SHARE TRANSFER AGENT

The Registrar & Share Transfer Agent (''RTA'') of the Company is Link Intime India Private Limited. The

Registered office of Link Intime India Private Limited is situated at C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra.

11. CORPORATE GOVERNANCE & POLICIES

The fundamental principle of Corporate Governance is achieving sustained growth ethically and in the best interest of all stakeholders. It is not a mere compliance of laws, rules and regulations but a commitment to values, best management practices and adherence to the highest ethical principles in all its dealings to achieve the objects of the Company, enhance stakeholder value and discharge its social responsibility.

In terms to the requirements of Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by Mrs. Neelam Gupta, Practicing Company Secretary, proprietor of Neelam Gupta & Associates, is attached and forms an integral part of this Annual Report. Management Discussion and Analysis Report and Business Responsibility and Sustainability Report as per Listing Regulations is presented in separate section forming part of this Annual Report.

In compliance with the requirements of the Act and the Listing Regulations, your Board has approved various Policies including Code of Conduct for Board of Directors and Senior Management, Policy for determining material subsidiaries, Policy for preservation of documents & archival of records on website, Policy on Distribution of Dividend, Policy for determining material events, Policy for fair disclosure of unpublished price sensitive information, Corporate Social Responsibility Policy, Whistle blower & Vigil mechanism Policy, Related Party Transaction Policy etc. These policies and codes are reviewed by the Committees / Board from time to time. These policies and codes along with brief on Directors'' familiarization program and terms and conditions for appointment of independent directors are available on the Investor Section on the Company''s website viz. www. zeemedia.in

In compliance with the requirements of Section 178 of the Act, the Nomination and Remuneration Committee (''NRC'') of your Board has fixed the criteria for nominating

a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification/ experience, areas of expertise, requisite skill set and independence of individual.

Further, in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations''), on prevention of insider trading, your Company has a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. Your Company has further put in place a Code of practices and procedures of fair disclosures of unpublished price sensitive information. The said codes are applicable to all Directors, Key Managerial Personnel (''KMPs'') and other Designated Persons, as identified in the Code, who may have access to unpublished price sensitive information of the Company. The codes are available on Company''s website viz. www.zeemedia.in

The Audit Committee of the Board has been vested with powers and functions relating to Risk Management which inter alia includes (a) review of risk management policies and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk; (b) evaluation of internal financial controls and risk management systems; (c) laying down procedures relating to Risk assessment, minimization and monitoring risk management plan.

The Risk Management Committee of the Board assesses the Company''s risk profile, acceptable level of risk, access cyber security, develop and maintain risk management framework, measures of risk mitigation and business continuity plan. The said Committee also performs such other functions as may be entrusted to it by applicable regulatory provisions and the Board, from time to time.

12. DIRECTORS'' & KEY MANAGERIAL PERSONNEL

Your Company has an appropriate mix of Executive, Non-Executive Non-Independent and Independent Directors, representing a blend of professionalism,

knowledge and experience which ensures that the Board independently perform its governance and management functions. The Company professes the importance of diversity at the Board and at all levels within the organization.

As on March 31, 2023, the Board comprised of 7 (Seven) Directors which include 1 (One) Executive Director, 3 (Three) Non-Executive Non-Independent Directors and 3 (Three) Independent Directors including 1 (One) Woman Independent Director.

During the year under review, upon recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. Purushottam Vaishnava (DIN: 01958304) as an Additional Director in the category of Non-Executive Non-Independent Director of the Company, with effect from December 19, 2022, pursuant to Section 161 of the Act. The said appointment was affirmed by the Members of the Company through Postal Ballot on March 17, 2023.

No change in the composition of the Board of Directors took place subsequent to the closure of the Financial Year.

Pursuant to provisions of Section 152(6) of the Act, Mr. Amitabh Kumar (DIN: 00222260), retires by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment. The Board at its meeting held on August 12, 2023, upon recommendation of the Nomination and Remuneration Committee, has considered and recommended his re-appointment to the shareholders of the Company.

As required under Regulation 36(3) of the Listing Regulations, particulars of Director seeking reappointment at this AGM are given in the Annexure to the AGM Notice.

Your Company has obtained a Certificate from Mrs. Neelam Gupta, Practicing Company Secretary, proprietor of Neelam Gupta and Associates, pursuant to Regulation 34(3) read with Schedule V para C clause 10 (i) of the Listing Regulations, confirming that none of the Directors on the board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Board/Ministry of Corporate Affairs or any such Statutory Authority.

Key Managerial Personnel (‘KMP'')

In terms of the provisions of Sections 2(51) and 203 of the Act, as on March 31, 2023, the following were the KMP''s of the Company:

• Mr. Dinesh Kumar Garg, Executive Director -Finance & Chief Financial Officer; and

• Mr. Ranjit Srivastava, Company Secretary and Compliance Officer.

During the year under review, Mr. Sudhir Chaudhary resigned as a Chief Executive Officer with effect from July 1,2022, and consequently ceased to be a KMP of the Company. After the closure of the Financial Year, upon recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. Abhay Ojha as Chief Executive Officer of the Company with effect from May 2, 2023.

Accordingly, as on the date of this Report, the following are the KMP''s of the Company:

• Mr. Abhay Ojha, Chief Executive Officer;

• Mr. Dinesh Kumar Garg, Executive Director -Finance & Chief Financial Officer; and

• Mr. Ranjit Srivastava, Company Secretary and Compliance Officer.

Chairman of the Board

Mr. Susanta Kumar Panda, Non-Executive Independent Director, is the Chairman of the Board, who was appointed as Chairman with effect from September 1, 2020.

Board Diversity

Adequate diversity on the Board is essential to meet the challenges of business globalisation, rapid deployment of technology, greater social responsibility, increasing emphasis on corporate governance and enhanced need for risk management. The Board enables efficient functioning through diversity in perspective and skill, and fosters differentiated thought processes at the back of varied industrial and management expertise, knowledge and geographical backgrounds. The Board recognizes the importance of a diverse composition and has adopted a board diversity policy which sets out its approach to diversity. The Company recognizes and embraces the importance of a diverse Board in its success.

Board Meetings

The meetings of the Board are scheduled at regular intervals to discuss and decide on matters of business performance, policies, strategies and other matters of significance. Notice of the meetings is circulated in advance, to ensure proper planning and effective participation. In certain exigencies, decisions of the Board are also accorded through circulation and also through meeting convened at shorter notice. The Directors of the Company are given the facility to attend meetings through video conferencing, in case they so desire, subject to compliance with the specific requirements under the Act.

The Board met 7 (Seven) times during Financial Year 2022-23, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening period between any two Board Meetings was within the maximum time permissible under the Act and Listing Regulations.

Declaration by Directors/Independent Directors

All Directors of the Company have confirmed that they are not debarred from holding the office of Director by virtue of any SEBI Order or order of any other such authority. The Directors, Key Managerial Personnel and Senior Management have affirmed compliance with the Code of Conduct laid down by the Company.

Independent Directors provide declarations, both at the time of appointment as well as annually, confirming that they meet the criteria of independence as defined in Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act along with Rules framed thereunder. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

A declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, regarding the requirement relating to enrollment in the Data Bank for Independent Directors as stipulated under Section 150 of the Act, has been received from all the Independent Directors, along with declaration made under Section 149(6) of the Act.

There are no pecuniary relationships or transactions between the Independent Directors and the Company, except for the payment of Sitting Fee and Commission.

Separate Meeting of the Independent Directors

In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on March 29, 2023. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of the Chairperson of the company, after taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

In line with the Corporate Governance Guidelines of your Company and in accordance with the criteria laid down by Nomination and Remuneration Committee (''NRC''), a formal evaluation of the performance of the Board, its Committees, the Chairman and the Individual Directors was carried out by the Board during the Financial Year 2022-23. The Board evaluation framework has been designed in compliance with the requirements specified under the Act, the Listing Regulations and in accordance with the Guidance Note on Board Evaluation issued by SEBI. The evaluation process was carried out based on an assessment sheet structured in line with ICSI guidance note and the guidance note issued by SEBI in this regard.

The Independent Directors of your Company, in a separate meeting, evaluated the performance of the Chairman and other Non-Independent Directors along with the performance of the Board based on various criteria recommended by the NRC and ''Guidance Note on Board Evaluation'' issued by the Securities and Exchange Board of India. A report on such evaluation done by the Independent Directors was taken on record by the Board and further your Board, in compliance with requirements of the Act, evaluated performance of all the Directors, Board as a whole, based on various parameters including attendance, contribution etc.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its Committees, and Individual Directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the Independent Director being evaluated.

The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Report.

Policy on Directors’ Appointment and Remuneration

In compliance with the requirements of Section 134(3)

(e) and Section 178(3) of the Act, the Nomination & Remuneration Committee (''NRC''), had fixed the criteria for nominating a person on the Board which, inter alia, include desired size and composition of the Board, age limit, qualification / experience, areas of expertise, skill set and independence of individual.

Further, pursuant to provisions of the Act, the NRC has formulated the Nomination and Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Management Personnel, Senior Management and other Employees of your Company, salient features whereof are annexed to this report. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive Directors of the Company. The policy is available at the Investor Section on the website of the Company at viz. www.zeemedia.in

The NRC takes into consideration the best practices in the industry while fixing the terms of the appointment including remuneration packages. Further, the compensation package for the Director, Key Managerial Personnel, Senior Management and other employees is designed based on the set of principles enumerated in the said policy. The remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Nomination and Remuneration Policy of your Company.

The applicable remuneration details of the Key Managerial Personnel, along with details of ratio of remuneration of Director to the median remuneration of employees of the Company for the FY under review are provided as Annexure to this Report.

Familiarization Program for Directors

The Company''s Board Familiarization Program comprises of the following: -

S Induction Program for new Independent Directors;

S Immersion sessions on business, functional issues and paradigm of the Industry;

S Strategy session;

S Key Updates - Companies Act 2013 & SEBI Regulations;

S Code of Conduct for Directors and Senior Management;

S Roles & Responsibilities of Directors;

S Prohibition of Insider Trading; and

S Risk Assessment and Mitigation.

All Independent Directors are taken through an induction and familiarization program when they join the Board of your Company. The induction program covers the Company''s history, background of the Company and its growth over the last few years, various milestones in the Company''s existence, the present structure and an overview of the business and functions. Independent Directors of the Company have also been familiarized with their roles, rights and responsibilities.

During the year under review in addition to management presentation on key changes in regulatory framework and industry updates, a detailed familiarization program was conducted for the Board members by Ernst & Young LLP on - Key amendments in Listing Regulations, key amendments in provisions relating to Corporate Social Responsibility, amendments in relation to related party and related party transactions, Environmental, Social and Governance (ESG), Reporting under BRSR, key proposals contained in SEBI consultation paper, duties, responsibilities and liabilities of Independent Directors.

The Board including all Independent Directors are provided with relevant documents, reports and internal policies to enable them to familiarize with the Company''s procedures and practices from time to time besides regular briefing by the members of the Senior Management Team.

The details of Familiarization Program can be viewed in the Investor section of Company''s website at www. zeemedia.in

Committees of the Board

In compliance with the requirements of the Act, Listing Regulations and for smooth functioning of the Company, your Board has constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, Finance Sub-Committee, Corporate Management Committee and Disciplinary Committee.

(a) Audit Committee

Your Company has a duly constituted Audit Committee and its composition as well as charter is in line with the requirements of the Act and Listing Regulations.

Composition

In compliance with Section 177 of the Act read with rules made thereto and Regulation 18 of the Listing Regulations, the Audit Committee of the Board as on March 31, 2023, comprised of 3 (Three)

members, with Mr. Raj Kumar Gupta, Independent Director as its Chairman, Mr. Susanta Kumar Panda, Independent Director and Mr. Dinesh Kumar Garg, Executive Director - Finance as its members. Subsequent to the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.

(b) Nomination and Remuneration Committee

The Company has a duly constituted Nomination and Remuneration Committee (''NRC'') which, inter alia, identifies and recommends persons who are qualified to become Directors and reviews and recommends the remuneration and other employment terms and conditions of Directors and Senior Management.

Composition

In compliance with Section 178 of the Act read with rules made thereto and Regulation 19 of the Listing Regulations, the NRC of the Board as on March 31, 2023, comprised of 3 (Three) members, with Mr. Raj Kumar Gupta, Independent Director as its Chairman, Mr. Susanta Kumar Panda, Independent Director and Mr. Surender Singh, Non-Executive Non-Independent Director as its Members. Subsequent to the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.

(c) Stakeholders Relationship Committee

The Company has a duly constituted Stakeholders Relationship Committee which inter alia looks into various aspects of interests of shareholders and debenture holders including investors'' grievances arising out of issues regarding share transfers, dividends, dematerialization and related matters, evaluating performance and service standards of the Registrar and Share Transfer Agent and takes requisite actions to redress the same.

Composition

In compliance with Section 178 of the Act read with rules made thereto and Regulation 20 of the Listing Regulations, the ''Stakeholders Relationship Committee'' of the Company as on March 31, 2023, comprised of Mr. Amitabh Kumar, Non-Executive Non-Independent Director as Chairman, Mr. Raj Kumar Gupta, Independent Director and Mr. Dinesh Kumar Garg, Executive Director - Finance as its Members. After the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.

(d) Corporate Social Responsibility Committee

The Company has a duly constituted Corporate Social Responsibility (''CSR'') Committee which is responsible for formulation, recommendation of the CSR policy of the Company and monitoring of the CSR spent by the Company.

Composition

In compliance with Section 135 of the Act read with rules made thereto, the CSR Committee of the Board as on March 31, 2023, is comprised of 3 (Three) members, with Mr. Surender Singh, Non-Executive Non-Independent Director as its Chairman, Mr. Raj Kumar Gupta, Independent Director and Mr. Dinesh Kumar Garg, Executive Director - Finance as its Members. After the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.

(e) Risk Management Committee (‘RMC’)

The Company has a duly constituted Risk Management Committee (''RMC'') which, inter alia, focus on risk management including determination of Company''s risk appetite, risk tolerance, risk assessments (risk identification, risk evaluation, risk management and mitigation) etc. including cyber security.

Composition

In compliance with Regulation 21 read with Part D of Schedule II of the Listing Regulations, the RMC

of the Board as on March 31, 2023, comprised of 3 (Three) members with Mr. Susanta Kumar Panda, Independent Director, as its Chairman, Ms. Swetha Gopalan, Independent Director and Mr. Dinesh Kumar Garg, Executive Director - Finance & Chief Financial Officer, as its Members. The Company Secretary acts as the Secretary of the Committee. After the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee.

(f) Finance Sub-Committee

The Board has constituted a Finance SubCommittee which has been delegated the functions of monitoring and expediting any debt fund raising process, approve financing facilities offered and/or sanctioned to the Company by various Banks and/ or Indian Financial Institutions from time to time, in the form of Term Loans, Working Capital facilities, Guarantee Facilities, etc., including the acceptance of terms and conditions of such facilities being offered. As on March 31, 2023, and as on the date of this report, the Finance Sub-Committee comprised of Mr. Surender Singh, Non-Executive Non-Independent Director as its Chairman, Mr. Dinesh Kumar Garg, Executive Director - Finance & Chief Financial Officer and Mr. Amitabh Kumar, Non- Executive Non-Independent Director, as its Members. The Company Secretary acts as the Secretary of the Committee. After the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee.

(g) Corporate Management Committee

The Board has constituted a Corporate Management Committee comprising Senior Executives of the Company to review, approve and/or grant authorities for managing day-to-day affairs of the Company within the powers delegated by the Board.

As on March 31, 2023, the Corporate Management Committee comprised of 2 (Two) members with Mr. Dinesh Kumar Garg, Executive Director - Finance & Chief Financial Officer as Chairman and Mr. Ranjit Srivastava, Company Secretary, as its members.

Post closure of the Financial Year, Mr. Abhay Ojha, Chief Executive Officer of the Company, was inducted as a member of the Committee.

As on the date of this report, the Corporate Management Committee comprised of 3 (Three) members namely Mr. Abhay Ojha, Chief Executive Officer, Mr. Dinesh Kumar Garg, Executive Director - Finance & Chief Financial Officer and Mr. Ranjit Srivastava, Company Secretary, as its members.

(h) Disciplinary Committee

The Board of Directors had constituted a ''Disciplinary Committee'' for considering and finalizing the action(s) to be taken by the Company in case of any violation of Company''s Insider Trading Code read with SEBI (Prohibition of Insider Trading) Regulations, 2015 and the charter laid down by the Board.

As on March 31, 2023, and as on the date of this report, the Disciplinary Committee is comprised of Mr. Susanta Kumar Panda, Independent Director as a Chairman, Mr. Dinesh Kumar Garg, Executive Director - Finance & Chief Financial Officer and Mr. Ranjit Srivastava, Company Secretary of the Company as its members.

Details of constitution of the Board Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.zeemedia.in. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

During the year, all the recommendations made by the Committees of the Board including the Audit Committee, which were mandatorily required, were accepted by the Board.

(i) Executive Board

Upon the recommendation of the NRC, the Board in the year under review, approved the constitution of an ''Executive Board'' consisting of key business executives to strategize and drive the business operations of the Company in the

current competitive environment as well as to draw synergies from various business functions of the Company. The Executive Board reports to the Board of the Company and makes periodic presentations on the business operations. The Executive Board is responsible for finalizing and implementing the Editorial, Marketing and Sales strategy and for driving synergies for the businesses. The Executive board periodically evaluate the policies of the Company, review any Legal issue / Litigation / Regulatory issue, and is solely responsible for the business operations and Budget of the assigned function. As on the date of this report, the Executive Board comprises of Mr. Abhay Ojha, Chief Executive Officer and Mr. Madhu Soman, Chief Business Officer - WION and Zee Business.

Vigil Mechanism / Whistle Blower Policy

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Vigil Mechanism / Whistle Blower policy which provides a robust framework for dealing with genuine concerns & grievances. The policy provides access to Directors / Employees / Stakeholders of the Company to report concerns about unethical behavior, actual or suspected fraud of any Director and / or Employee of the Company or any violation of the Code of Conduct. The policy safeguards whistleblowers from reprisals or victimization, in line with the Regulations. Any incidents that are reported are investigated and suitable action is taken in line with the Policy. Further during the year under review, no case was reported under the Vigil Mechanism. In terms of the said policy, no personnel have been denied access to the Audit Committee of the Board.

The Whistle Blower Policy is available at the Investor Section on the website of the Company at viz. www. zeemedia.in

Directors and Officers (D&O) Liability Insurance

Your Company has taken D&O Insurance for all of its Directors (including Independent Directors) and Senior Management for such quantum and risks as determined by the Board.

Cost Records

Your Company is required to maintain the Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Act read with applicable notifications thereto. Your board at its meeting held on May 29, 2023, had re-appointed Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, to carry out Audit of Cost Records of the Company for the Financial Year 2023-24. The Cost Auditors have issued their unqualified report for the Financial Year 202223, which has been taken on record by the Audit Committee / Board of the Company at its meeting held on August 12, 2023.

13. CORPORATE SOCIAL RESPONSIBLITY

In terms of the applicable regulatory provisions, the Board of Directors of your Company has constituted a Corporate Social Responsibility (''CSR'') Committee.

CSR at Zee Media is all about creating sustainable programs that actively contribute to and support the social and economic development of society and participation in educational initiatives. The CSR projects are identified and recommended for consideration by CSR Committee and upon approval, the funds are remitted for utilization towards approved CSR Projects. The Committee monitors and reviews utilization of CSR funds.

A brief outline of the CSR Philosophy, salient features of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2022-23 together with progress thereon and the report on CSR activities in the prescribed format, as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, is appended to this Board Report. Further, the Chief Financial Officer confirms that the CSR spends are utilized for the purpose and in the manner approved by the Board of Directors of the Company.

The Company has a Corporate Social Responsibility (CSR) Policy in accordance with the provisions of the Act and Rules made there under. The contents of the CSR Policy are disclosed on the website of the Company viz. www.zeemedia.in

Details of the CSR Committee composition, role and meetings, etc. have been provided in the Report on Corporate Governance.

14. AUDITORS

Statutory Auditors: Ford Rhodes Parks & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 102860W/W100089) were re-appointed as the Statutory Auditors of the Company at the 23^rd Annual General Meeting (''AGM'') of the Company held on September 30, 2022, for a second term of 5 (five) consecutive years. Accordingly, they shall hold office till the conclusion of the 28^th Annual General Meeting of the Company.

The report of the Statutory Auditors forms part of the Annual Report. The said report is self-explanatory and does not contain any qualification, reservation, adverse remarks or disclaimer.

Secretarial Auditor: In terms of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the Financial Year ended March 31, 2023, was carried out by Mrs. Neelam Gupta, Practicing Company Secretary (holding ICSI Certificate of Practice No. 6950), proprietor of Neelam Gupta & Associates. Secretarial Audit report (in MR-3 format) inter alia confirming compliance with applicable regulatory requirements by the Company during FY 2022-23 is appended to this Board Report.

The said report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

Zee Akaash News Private Limited and Indiadotcom Digital Private Limited, the unlisted material subsidiaries (wholly owned) of your Company, had also appointed Mrs. Neelam Gupta, Practicing Company Secretary (holding ICSI Certificate of Practice No. 6950), proprietor of Neelam Gupta & Associates, as its Secretarial Auditor to conduct the Secretarial Audit for the FY 2022-23. The said Audit has been conducted in accordance with Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made thereunder and in compliance to applicable regulatory provisions. The said Reports are also annexed to this Annual Report.

i

Additionally, in compliance with the requirements of Regulation 24A(2) of Listing Regulations, the Annual

Secretarial Compliance Report duly signed by Mrs. Neelam Gupta, Practicing Company Secretary, proprietor of Neelam Gupta & Associates has been submitted to the Stock Exchanges within the prescribed timelines.

The reports of Statutory Auditor and Secretarial Auditor forms part of this Annual report. The said report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

Further, the Board at its meeting held on May 29, 2023, had re-appointed Mrs. Neelam Gupta, Practicing Company Secretary (holding ICSI Certificate of Practice No. 6950), proprietor of Neelam Gupta & Associates, as the Secretarial Auditor of the Company for the Financial Year 2023-24.

Cost Auditor: Your Company is required to maintain the Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Act.

In compliance with the requirements of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, were re-appointed as Cost Auditor to carry out Audit of Cost Records of the Company for the FY 2022-23. The Cost Auditor have issued unqualified report for the Financial Year 2022-23, which has been taken on record by the Audit Committee and the Board of the Company at their meeting held on August 12, 2023.

Further, the Board, on the recommendation of Audit Committee, at its meeting held on May 29, 2023, had approved the re-appointment of Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, as Cost Auditor to carry out Audit of Cost Records of the Company for the Financial Year 2023-24.

Requisite proposal seeking ratification of remuneration payable to the Cost Auditor for the Financial Year 2023-24 by the Members as per Section 148 read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of convening the Annual General Meeting.

Internal Auditor: The Board, on the recommendation of Audit Committee, appointed ''Grant Thornton Bharat LLP'' as the Internal Auditor of the Company for FY 202223. At the beginning of each Financial Year, an audit plan is rolled out with approval by the Audit Committee. The plan is aimed at evaluating the efficacy and adequacy

of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

The Board, on the recommendation of the Audit Committee, at its meetings held on August 12, 2023, approved the appointment of ''S S Kothari Mehta & Company'', as the Internal Auditor of the Company for the Financial Year 2023-24.

Reporting of Frauds by Auditors

During the year under review, there were no frauds reported by the Statutory Auditors, Secretarial Auditors and Cost Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

15. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT & MANAGEMENT DISCUSSION AND ANALYSIS

Your Company believes that it can only be successful in the long term by creating value both for its shareholders and for society. Your Company is mindful of the needs of the communities and works to make a positive difference and create maximum value for society.

SEBI, vide its circular dated May 10, 2021, made Business Responsibility and Sustainability Report (''BRSR'') mandatory for top 1,000 listed companies from FY 2023 in respect of reporting on ESG (Environment, Social and Governance) parameters. In terms of Regulation 34 of the Listing Regulations, BRSR for FY 2022-23 detailing various initiatives taken by the Company on the environmental, social and governance front is annexed to this Report.

The Management Discussion and Analysis report is separately attached hereto and forms an integral part of this Annual Report. The said report gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s business and other material developments during the FY under review.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is inter alia into the business of Broadcasting of News and Current Affairs Television Channels. Since this does not involve any manufacturing activity, most of the Information required to be provided under Section 134 (3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable. However, the information as applicable is given hereunder:

Conservation of Energy: Your Company, being a service provider, requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible in all the offices, studios and news bureaus of the Company across the country.

Technology Absorption: In its endeavor to deliver the best to its viewers and business partners, your Company has been constantly active in harnessing and tapping the latest and best technology in the industry. The company''s Studios, broadcasting facilities and news collection and dissemination processes use the best in-class technology.

Foreign Exchange Earnings and Outgo: During the year under review, your Company had foreign exchange earnings of '' 33.97 Million and outgo of '' 156.22 Million.

17. HUMAN RESOURCE MANAGEMENT

Human Resource Management has been one of the key priorities for your company. While harmonizing people''s practices, the strategic approach had been to adopt best aspects, align to the market-best practices and build a future ready organization.

The Company believes that the key to excellent business results is a committed talent pool. Human resources are the most critical element responsible for growth and the Company acknowledges their contribution and works towards their satisfaction as a top priority. The HR policies continually strive towards attracting, retaining, and developing the best talent required for the business to grow. Regular training is conducted for the employees to ensure skill upgradation and personal development throughout the various organizational levels.

The Company values its talent pool and works hard to retain its best talent by providing ample opportunities to grow. The Company focuses on providing opportunity for the development of and enhancing the skill sets of its employees at all levels of the business. Several workshops have been conducted for employees across the country, so they understand and exhibit the values of the Company in their work and behaviour. Continuous training program / sessions are provided which helps in keeping the optimization and moral of the Organisation at a higher level.

Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, co-operation and support have enabled the Company to cross milestones on a continual basis.

Particulars of Employees

As on March 31, 2023, the total numbers of permanent employees of the Company were 1,643. The information required under the provisions of Section 197 of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with the statement showing names and other particulars of top 10 employees including employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report.

18. DISCLOSURESi. Particulars of loans, guarantees and investments:

Particulars of loans, guarantees and investments made by the Company as required under Section 186(4) of the Act are given in Note No. 38 to the Standalone Financial Statements.

ii. Transactions with Related Parties: All contracts/ arrangements/transactions entered by the Company during the financial year with related parties were on arm''s length basis, in the ordinary course of business and in compliance with applicable provisions of the Act and Listing Regulations. During Financial Year 2022-23, there were no materially significant related party transactions by the Company with the Promoters, Directors, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of the Company.

All related party transactions, specifying the nature, value and terms of the transactions including the

arms-length justification, are placed before the Audit Committee for its approval and a statement of all related party transactions carried out is placed before the Audit Committee for its review on quarterly basis.

During the year under review, there have been no materially significant transactions prescribed under Section 188(1) with related parties as defined under Section 2(76) of the Act and accordingly the information as prescribed under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are not provided.

iii. Risk Management: Your Company has defined operational processes to ensure that risks are identified, and the operating management is responsible for reviewing, identifying and implementing mitigation plans for operational and process risk. Key strategic and business risks are identified, reviewed and managed by senior management team. The Risks That Matter (RTM) and their mitigation plans are updated and reviewed periodically by the Risk Management Committee / Audit Committee and integrated into the Business plan for each year.

iv. Internal Financial Controls and their Adequacy:

Your Company has adequate internal financial controls systems in place, which facilitates orderly and efficient conduct of its business including adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The internal audit plan is dynamic and aligned to the business objectives of the Company and is evaluated by the Audit Committee periodically and at the end of each Financial Year.

During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed.

v. Deposits & Unclaimed Shares: Your Company has not accepted any public deposit under Chapter V of the Act.

During the Financial Year ended on March 31, 2018, the Company had, in compliance with the regulatory

requirement transferred 139,889 Unclaimed Equity Shares of '' 1 each to the beneficiary account of Investor Education and Protection Fund Authority (''IEPF''). The claims received in connection with such Unclaimed Shares / Dividend transferred to IEPF are processed and forwarded to IEPF from time to time. As on March 31, 2023, 1,37,898 Unclaimed Equity Shares of the Company are lying in the Demat Account of IEPF. The Unclaimed Equity Shares along with past Unclaimed Dividend transferred to IEPF, if any, can be claimed by the Shareholders from IEPF authority after following process prescribed in IEPF Rules.

Transfer to Investor Education and Protection Fund: Pursuant to the provision of Section 124 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, mandates that Companies transfer dividend that has remained unclaimed/ uncashed for a period of 7 years from the date of transfer to the Company''s unpaid accounts are be transferred to the Investor Education and Protection Fund (IEPF). Further, the Rules mandate that the shares on which dividend has not been claimed / encashed for seven consecutive years or more be transferred to the IEPF. The Equity shares of the Company in respect of which dividend declared during the Financial Year 2015-16 has remained unpaid or unclaimed for a period of seven consecutive years is required to be transferred by the Company to IEPF Authority. The Company has sent individual notices at the registered addresses of the concerned shareholders whose shares and dividend are liable to be transferred to the IEPF Authority advising them to claim their unclaimed dividend. The Company has uploaded the details of such shareholders (including the names of shareholders and their folio no. or DPID - Client ID) on the website of the Company at www.zeemedia.in under the section ''Investor Info''.

vi. Unclaimed Shares: As on March 31, 2023, your Company had an outstanding balance of 27,662 unclaimed shares lying in the Suspense Account of the Company. The voting rights on the equity share(s) in the Suspense Account shall remain frozen till the

rightful owners of such equity share(s) claim the equity share(s).

vii. Transfer to General Reserve: During the year under review, there was no amount transferred to any of the reserves by the Company.

viii. Disclosure under Section 197(14) of the Act: During the Financial Year 2022-23, the Executive Director of the Company did not receive any remuneration or commission from the Company''s subsidiary company.

ix. Sexual Harassment: Your Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Additionally, your Company has constituted Internal Complaints Committee functioning at various locations to redress complaints regarding sexual harassment. Two complaints were received during the year under review and the said Complaints were placed before the Internal Complaints Committee. The required process to be undertaken by the Committee has been concluded and the report from the Committee is awaited, as on the date of this report.

x. Secretarial Standards: Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by MCA.

xi. Extract of Annual Return: The Annual return in form MGT-7 as required under Section 92 of the Act read with Companies (Management & Administration) Rules, 2014, is provided at the Investor Section on the website of the Company at www.zeemedia.in

xii. Compliance with Up-linking and Downlinking Guidelines: The ''Up-linking and Downlinking Guidelines of Satellite Television Channels'' notified by the Ministry of Information & Broadcasting on

November 09, 2022, is applicable on the Company which, inter alia, prescribes for voluntary public service broadcasting obligation through broadcast of event having themes of national importance, which include education, health, welfare of women, agriculture, etc. Your Company is engaged in the broadcast of various National and Regional News Channels, which broadcast is in itself in the nature of voluntary public service. During the period under review, various programs have been broadcasted on the channels of the Company which have the theme of national importance. Your Company believes that news broadcasting by the Company helps the viewers to gain knowledge, expand horizons, improves quality of life and remain updated on political developments, natural disasters, or societal issues. It helps viewers stay aware of the happenings around the world and strengthen democracy and act as reliable sources of news, covering a wide range of topics such as politics, economy, education, literacy, agriculture & rural development, healthcare, women welfare, national integration, social issues, sports, and entertainment and fulfils an important task of keeping the public informed about current events. The said broadcasting contributes on a regular basis, towards the nation and the society.

xiii. Regulatory Orders:

During the Financial Year 2022-23 & 2021-22, no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

During the Financial Year 2020-21, there was a delay in submission of Un-audited Financial results of the Company, pursuant to Regulation 33(3)(d) of Listing regulation, for the quarter ended June 30, 2020 by 45 days and accordingly National Stock Exchange and BSE Limited imposed a fine of '' 2,25,000/- each, on the Company. The Fine was duly deposited by the Company. The Company filed the waiver application with both the Stock Exchanges against the said levy of fine. BSE Limited vide its communication dated November 11,2021, has informed the Company that

after considering the facts of the case and written submissions made by the company, the ''Committee for Reviewing Representations for Waiver of Fines Levied under Standard Operating Procedure (SOP)'', has decided to partially accede to the request for waiver of fines and according has partially waived fine by '' 75,000/-.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the

Act (including any statutory modification(s) and/or re-

enactment(s) thereof for the time being in force), in relation

to the Annual Financial Statements for the Financial Year

2022-2023, the Directors of the Company state that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2023 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

b) In the preparation of these Financial Statements, the applicable accounting standards have been followed and there are no material departures;

c) Accounting policies selected are applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023, and of the Loss of the Company for the year ended on that date;

d) Proper and sufficient care has been taken for the 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 fraud and other irregularities;

e) Requisite internal financial controls are laid down and that such financial controls are adequate and operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.

20. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No such application is made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and as at the end of the Financial Year.

21. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND WHILE TAKING LOAN, ALONG WITH THE REASONS THEREOF

There has been neither any delay / default in repayment obligation towards financial institutions nor the Company has entered into any One-time settlement with any financial institution, during the year under review.

22. INDUSTRIAL OPERATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the leadership position. It has taken various steps to improve productivity across the organization.

23. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may constitute ''forward looking statements'' within the meaning of applicable laws and

regulations and actual results might differ.

24. ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the continued support extended by the Company''s stakeholders and trust reposed by them in the Company. It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company and its subsidiaries at all levels that has contributed to your Company''s success.

Your Directors acknowledge with sincere gratitude the co-operation and support extended by the Stock Exchanges and other stakeholders including viewers, advertisers, vendors, bankers, investors, service providers/partners as well as other regulatory and government authorities.

Your Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued stakeholders.

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Mar 31, 2018

To the Members

The Directors take pleasure in presenting the 19th Annual Report of your Company together with Audited Financial Statements for the year ended March 31, 2018, prepared as per Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013.

1. FINANCIAL HIGHLIGHTS

The financial performance of your Company for the year ended March 31, 2018 is summarized below:

Rs. million

particulars	Standalone - Year ended		consolidated - Year ended
	March 31, 2018	March 31, 2017	March 31, 2018	March 31, 2017
Total revenues	5,240.02	4,132.07	5,874.00	4,664.63
Total expenses	4,651.58	3,533.98	5,324.96	3,924.08
profit before tax & share of profit / (loss) of Associates	588.44	598.09	549.04	740.55
Share of profit/(loss) of Associates	-	-	(45.81)	(29.87)
profit before tax from continuing operations	588.44	598.09	503.23	710.68
Tax Expenses (Net)	182.19	178.80	224.85	228.70
profit after tax from continuing operations	406.25	419.29	278.38	481.98

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report which affects the financial position of the Company. Based on internal financial control framework and compliance systems established in the Company and verified by the statutory and internal auditors and reviews performed by the management and/ or the Audit Committee of the Board, your Board is of the opinion that Company’s internal financial controls were adequate and effective during the financial year 2017-18.

2. dividend

With a view to conserve the resources for future business requirements and expansion plans, your Board is of the view that the current year’s profit be ploughed back into the operations and hence no dividend is recommended for the year under review.

3. operations & strategy

FY 2017-18 was a mixed bag for the Indian economy. Recovering from demonetization and coming to terms with the new GST regime, the economic growth in the 1st half was relatively slow. However, the economy jumped back to the stature of fastest growing major economy in the world during the 2nd half with a further promise of 7.0%-7.5% growth in FY 2018-19, which augurs well for the media & entertainment industry.

The television media industry grew by 11.2% making it a Rs.660 Billion industry in 2017 from Rs.594 Billion in 2016. Broadcast advertisement revenues grew by 10.1% to Rs.267

Billion in 2017 from Rs.243 Billion in 2016, while broadcast subscription revenues registered 10% growth to Rs.99 Billion in 2017 from Rs.90 Billion in 2016.

The news genre continues to witness a switch of channels from Pay to Free-to-Air platform leading to expansion in viewership, especially for Hindi and regional channels, and consequently growth in advertising revenues too.

Your Company continues to be one of the largest news networks in the country touching more than 327 Million viewers through its 14 News Channels in 8 different languages and reaching more than 421 Million users through digital channels.

Zee News, the flagship channel of your Company and a pioneer in news broadcasting, emerged as the channel with maximum average time spent per viewer during the year and reached over 198 Million viewers across India in 4th Quarter of FY 18. Zee Business, India’s 1st 24-hour Hindi business channel, reached more than 17.5 Million viewers. Zee Hindustan, your Company’s 2nd national news channel, reached more than 155 Million viewers. WiON, 1st Global English news channel out of India, reached more than 5.9 Million viewers across India.

Zee punjab Haryana Himachal dominated the region’s news market on the back of highly engaging content. Zee Madhya pradesh chhattisgarh continues to be the leader of the pack and completed more than 100 consecutive weeks at No. 1 position by market share. Zee Bihar Jharkhand (erstwhile Zee Purvaiya), also maintained its leadership position in the market and reached more than 23.8 Million viewers across India.

Zee 24 Taas, your company’s Marathi offering, reached more than 40 Million viewers across India. 24 Ghanta, your Company’s Bengali news offering through 60% subsidiary, Zee Akaash News Pvt Ltd, reached more than 30 Million viewers across India. Zee Rajasthan (erstwhile Zee Marudhara) reached over 11 Million viewers across India. Zee Kalinga News, company’s offering for Odisha market, reached more than 10.8 Million viewers across India.

During the year, your Company expanded its digital portfolio through launch of 5 news language sites within the fold of Zeenews.com - Tamil, Telugu, Malayalam, Kannada, and Gujarati. With renewed focus, strengthening of existing languages, and expansion into new languages, the site registered year on year increase of 59% in visitors and 106% in page views. The website attracted over 360 Million visitors with 2.4 Billion page views in FY 201718 compared to 230 Million visitors and 1.2 Billion page views in the previous year The Indian language arms of the website put up a phenomenal performance with visitors on Hindi, Bengali and Marathi websites growing by 122%, 36% and 20%, respectively and page views growing by 151%, 143% and 92%, respectively.

Zeebiz.com, your company’s business news offering, registered 13 Million visitors and 30 Million page views. Wionews.com, your company’s Global English news platform, witnessed 4.5 Million users and 16 Million page views. Your company’s social media pages complement both broadcast channels as well as digital platforms and consistently interact with viewers and digital audiences alike leading to a 37 Million strong fan base.

During the year under review, your Company continued with its ambitious expansion plans by launching three new channels - Zee 24 Kalak (Gujarati), Zee Salaam (Urdu) and Zee Uttar Pradesh Uttarakhand (Hindi). Your company also launched its video based shopping Channel Ezmall Online, which will cater to consumers beyond Tier I cities through DTH, Cable and its website Ezmall.com.

During the year, your Company focused on unlocking the revenue potential of its flagship channel, Zee News, as well as of its regional bouquet. As a result, revenue from operations grew by 28.5% to Rs.5,780.2 Million from Rs.4,498.3 Million in FY 2016-17. The operating profit declined by 2.5% to Rs.1,135.2 Million in FY 2017-18 from Rs.1,165.3 Million in FY 2016-17 as the new launches are yet to realize their potential. However, the initiatives are expected to put your Company into a fast-paced, highly profitable growth trajectory in the future.

4. RIGHTS ISSUE

Your Company had earlier raised Rs.1,955.59 Million by way of issue of 108,643,732 Equity Shares of Re. 1 each at the price of Rs.18/- per Equity Share, on Rights basis in the ratio of 3 (Three) Right Shares for every 10 (Ten) Equity Shares held as on Record date of March 17, 2015.

During the year under review, as per details mentioned herein, the Company has utilized entire Rights Issue proceeds as per Letter of Offer Offer dated March 16, 2015.

Rs. million

Details of Utilization	Proposed as per LOF	Utilized as at March 31,2018
Purchase of equipment and accessories	450.52	450.52
Repayment/prepayment of Company loans	449.95	449.95
Funding repayment of subsidiaries Loans	600.00	600.00
General Corporate purposes	455.12	455.12
Total	1,955.59	1,955.59

5. RESTRUCTURING OF PRINT MEDIA BUSINESS

During the year under review, the Mumbai Bench of the Hon’ble National Company Law Tribunal (NCLT), had vide an Order passed on June 8, 2017 approved the Scheme of Arrangement and Amalgamation with Appointed Date of April 1, 2017 for (a) Demerger of Print Media Undertaking of the Company vesting with Diligent Media Corporation Limited (DMCL); (b) Merger of Mediavest India Private Limited and Pri-Media Services Private Limited with DMCL; and (c) Merger of Maurya TV Private Limited with the Company. The effect of the Scheme, which became effective on and from July 28, 2017, has been given in the Audited Financial Statements of the Company for FY 2017-18.

In accordance with the said Scheme, the Demerger consideration was discharged by DMCL by issuance and allotment of 1 1,77,08,018 Equity Shares of Rs.1 each to the Shareholders of the Company as on the Record date of October 6, 2017, in the ratio of 1 (one) Equity Share of Rs.1 each of DMCL for every 4 (four) Equity Shares of Rs.1 each of the Company held as on Record Date. The Equity Shares allotted by DMCL on October 9, 2017 got listed on BSE Limited (Scrip code 540789) and National Stock Exchange of India Limited (Scrip Code DNAMEDIA) on and from December 11, 2017.

6. CHANGE IN REGISTERED OFFICE

During the year under review, your Company shifted its Registered Office to a larger premise at 14th Floor, A-Wing, Marathon Futurex, N M Joshi Marg, Lower Parel, Mumbai 400 013 with effect from August 18, 2017.

7. EMPLOYEES STOCK OPTION SCHEME

The Employee Stock Option Scheme approved by the Members at the Annual General Meeting held on August 18, 2009 has not been implemented till date and no Stock

Options were granted under the said ESOP Scheme till date. In view of this, particulars as required under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 are not provided.

8. subsidiaries & associates

As at March 31, 2018, your Company had 2 subsidiaries (5 as on March 31, 2017) and 2 associate entities (2 as on March 31, 2017).

During the year under review:

- In pursuance of the Scheme of Arrangement and Amalgamation approved by Hon’ble NCLT vide order passed on June 8, 2017:

i. Diligent Media Corporation Limited (DMCL), a wholly owned step-down subsidiary became an independent listed entity upon demerger of Print Media Undertaking from the company vesting with DMCL;

ii. Mediavest India Private Limited and Pri-Media Services Private Limited, wholly owned subsidiaries of the company, merged with DMCL and stood dissolved without winding-up; and

iii. Maurya TV Private Limited, a wholly owned subsidiary merged with the Company and dissolved without winding up;

- The Company established a wholly owned subsidiary in the name and style of Ez-Mall Online Limited to engage in E-commerce business.

Apart from the above, no other Subsidiary/Associate was established or divested during FY 2017-18. In compliance with Section 129 of the Companies Act, 2013, a statement containing requisite details including financial highlights of the operations of all subsidiaries and associates is annexed to this report as Annexure A.

Further as per Section 136 of the Companies Act, 2013, the Audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available on the website of the Company www.zeenews.india.com. These documents will also be available for inspection during business hours on all working days (except Saturday) at the Registered Office of the Company.

9. corporate governance & policies

Your Company is in strict compliance with the Corporate Governance requirements mentioned under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations’) and applicable provisions of Companies Act, 2013. Additionally, your company has complied with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

A Report on Corporate Governance as stipulated under the Listing Regulations as also a Management Discussion and Analysis Report forms part of the Annual Report. Certificate from the Statutory Auditors of the Company M/s Ford Rhodes Parks & Co., LLP, Chartered Accountants, confirming compliance with the provisions of Corporate Governance as stipulated in the Listing Regulations, is annexed to the said Corporate Governance Report.

In compliance with the requirements of the Companies Act, 2013 and Listing Regulations, your Board had approved various Codes and Policies including Code of Conduct for Directors & Senior Management; Policy for determining Material Events; Policy for Preservation of Documents and Archival of Records; Policy for Determination of Material Subsidiary; Related Party Transaction Policy; Whistle Blower and Vigil Mechanism Policy; Corporate Social Responsibility Policy; and Remuneration Policy. Further in accordance with SEBI regulations, your Board had approved Insider Trading Code and Fair Disclosure Policy. All these Codes and Policies along with the terms and conditions of appointment of Independent Directors and brief on Directors Familiarization Programs can be viewed on Company’s website at www.zeenews.india.com.

In compliance with regulatory requirements, the Nomination and Remuneration Committee of your Board has fixed criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limit, qualification/experience, areas of expertise and independence of individual. The Committee had also approved in-principle that the initial term of an Independent Director shall not exceed 3 years.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL

As at March 31, 2018, your Board comprised of six (6) Directors including four (4) Independent Directors and two (2) Executive Directors. Independent Directors provide declarations both at the time of appointment and annually, confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations. During FY 17-18 your Board met 6 (six) times details of which are available in the Corporate Governance Report annexed to this report.

Mr. Jagdish Chandra, Executive Director - Regional News Channels resigned from employment of the Company with effect from the close of business on April 13, 2018.

Further, at the meeting held on May 16, 2018, your Board had, based on recommendation of the Nomination & Remuneration Committee, approved appointment of Mr Ashok Venkatramani as an Additional Director designated as Managing Director of the Company for a period of 3 years with effect from July 1, 2018. As per Section 161 of the Companies Act, 2013, Mr. Venkatramani shall hold office till ensuing Annual General Meeting. The Company has received notice from member proposing appointment of Mr. Venkatramani as Director and requisite proposals seeking your approval for his appointment as Director and also his appointment, and payment of remuneration, as Managing Director of the Company forms part of the Notice of ensuing Annual General Meeting. Your Board recommends these proposals for approval of Shareholders.

Additionally, the Notice of ensuing Annual General Meeting, includes proposals for re-appointment of Dr. (Mrs.) Rashmi Aggarwal & Mrs. Kanta Devi Allria for the second term as Independent Directors, not liable to retire by rotation, for a period of 3 years from expiry of their current term on August 9, 2018. Based on performance evaluation and after review of confirmation(s) of continuity of compliance with the criteria of independence under applicable regulations, your Board recommends reappointment of Dr. (Mrs.) Rashmi Aggarwal and Mrs. Kanta Devi Allria as Independent Directors for second term for approval of Shareholders.

As per Section 152 of the Companies Act, 2013, Mr Rajiv Singh, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment. The re-appointment of Mr. Rajiv Singh at the Annual General Meeting as a director retiring by rotation would not constitute break in his appointment as Executive Director & COO. Your Board recommends his re-appointment.

Mr. Rajiv Singh, Executive Director & COO, Mr. Sumit Kapoor, Chief Financial Officer and Mr. Pushpal Sanghavi, Company Secretary continue to be Key Managerial Personnel (KMP) of the Company in compliance with the requirements of Section 203 of the Companies Act, 2013.

11. BOARD EVALUATION

At a separate meeting of Independent Directors held without presence of other Directors and management, the Independent Directors had, based on various criteria, evaluated performance of the Executive Directors and performance of the Board as a whole and various Board Committees. A report on such evaluation done by Independent Directors was taken on record by the Board and further, the Board had in compliance with the requirements of Companies Act, 2013 evaluated performance of all Independent Directors based on various parameters including attendance, contribution etc. The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Report.

12. BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company. Further the details of scope, constitution, number of meetings of the Committee held during FY 17-18 along with particulars of attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

13. CORPORATE SOCIAL RESPONSIBLITY (CSR)

CSR at Zee Media is all about creating sustainable programs that actively contribute to and support the social and economic development of the society. Accordingly as unified approach towards CSR at Essel group level, your Company had along with other Essel Group entities established a Section 8 Company viz. Subhash Chandra Foundation (Foundation). The CSR projects are identified and recommended by the Foundation for consideration by CSR Committees of Essel group entities and upon approval, the funds are remitted by those entities to the Foundation for utilization towards approved CSR Projects. The Foundation monitors utilization of CSR funds, does impact assessment and provides periodical report to the CSR Committee.

During the year under review, your Company had utilized its entire CSR funds of Rs.5.5 Millions towards a CSR project for supporting Girl Child Education by establishing a National Level Merit-cum-Need based Scholarship Program for girl students in public schools in the villages of Hissar, Haryana.

A detailed report on CSR activities initiated by the Company during FY 2017-18, in compliance with the requirements of Companies Act, 2013, is annexed to this report as Annexure B.

14. AUDITORS

Statutory Audit: At the 18th Annual General Meeting held on August 9, 2017, the Shareholders had approved appointment of M/s. Ford Rhodes Parks & Co, LLP, Chartered Accountants, having Firm Registration No. 102860W/W100089, as Statutory Auditors of the Company to hold such office until the conclusion of 23rd Annual General Meeting to be held in the year 2022, subject to ratification by the Members every year. Pursuant to recent amendment to Section 139 of the Companies Act, 2013, effective May 7, 2018, ratification by the Shareholders every year for the appointment of Statutory Auditors is no longer required and accordingly the Notice of ensuing Annual General Meeting does not include the proposal for seeking Shareholders approval for ratification of Statutory Auditors appointment. The Company has received certificate of eligibility from M/s Ford Rhodes Parks & Co., LLP in accordance with the provisions of the Companies Act, 2013 read with rules thereunder and a confirmation that they continue to hold valid Peer Review Certificate as required under Listing Regulations.

Secretarial Audit: In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for FY17-18 was carried out by Mr. Satish K Shah, Practicing Company Secretary (holding ICSI Certificate of Practice No. 3142)

The reports of Statutory Auditor and Secretarial Auditor forming part of this Annual report do not contain any qualification, reservation or adverse remarks. During FY 17-18 the Statutory Auditor had not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no disclosures are required pursuant to Section 134(3) (ca) of the Companies Act, 2013.

Cost Audit: In compliance with the requirements of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, M/s. Chandra Wadhwa & Co., Cost Accountants (Firm Registration No. 00239) was engaged to carry out Audit of Cost Records of the Company for Financial Year 201718. The remuneration payable to the Cost Auditors for FY 2017-18 was approved by the Shareholders at previous Annual General Meeting held on August 9, 2017. The Cost Auditor for FY 19 is yet to be appointed by the Board of Directors of the Company.

15. conservation of energy, technology absorption, foreign exchange earnings and ouTGo

Your Company is into the business of Broadcasting of News & Current Affairs Television Channels. Since this does not involve any manufacturing activity, most of the Information required to be provided under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable. However, the information as applicable is given hereunder:

Conservation of Energy: Your Company, being a service provider, requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption: In its endeavor to deliver the best to its viewers and business partners, your Company has been constantly active in harnessing and tapping the latest and best technology in the industry.

Foreign Exchange Earnings and outgo: During the year under review, your Company had foreign exchange earnings of Rs.131.84 Million and outgo of Rs.123.37 Million.

16. particulars of employees

Your Company had 181 6 employees as at March 31 , 2018. The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of top 10 employees including employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report as Annexure C.

17. disclosures

i. Particulars of loans, guarantees and investments: Particulars of loans, guarantees and investments made by the Company as required under Section 186(4) of the Companies Act, 2013 are given in Note No. 35 to the Standalone Financial Statements.

ii. Transactions with Related Parties: All contracts/ arrangements/transactions entered by the Company during the financial year with related parties were on arm’s length basis, in the ordinary course of business and in compliance with applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. During FY 2017-18 there were no materially significant related party transaction by the Company with the Promoters, Directors, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of the Company.

All related party transactions, specifying the nature, value and terms of the transactions including the arms-length justification, are placed before the Audit Committee for its approval and statement of all related party transactions carried out is placed before the Audit Committee for its review on a quarterly basis. During the year under review, apart from the material related party transaction approved by the Shareholders for availing of Channel Distribution Services by the Company from Zee Entertainment Enterprises Limited (ZEEL), a related party as per Accounting Standard, there have been no materially significant related party transactions.

During the year under review there have been no materially significant transactions prescribed under Section 188(1) with related parties as defined under Section 2(76) of the Companies Act, 2013 (Act) and accordingly the information as prescribed under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are not provided.

Notice of ensuing Annual General Meeting includes a proposal seeking Shareholders’ approval for Material Related Party transactions for availing of services towards Channel Distribution, Advertisement Sales and content monetization on Digital / Web platform, by the Company from ZEEL at arm-length terms detailed in the explanatory statement. Since these related party transactions is expected to result in increased revenues and enhanced reach and therefore beneficial to the Company, your Board recommends the said proposal for approval of the Shareholders.

iii. Risk Management: Your Company has defined operational processes to ensure that risks are identified and the operating management are responsible for identifying and implementing mitigation plans for operational and process risk. Key strategic and business risks are identified and managed by senior management team. The Risks That Matter (RTM) and their mitigation plans are updated and reviewed periodically by the Audit Committee and integrated in the Business plan for each year. In the opinion of the Board there are no risks that may threaten the existence of the Company.

iv. Internal Financial Controls and their adequacy: Your Company has adequate internal financial controls and processes for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and at the end of each financial year

Your Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015. These are in accordance with Generally Accepted Accounting Principles in India.

v. Deposits & Unclaimed Shares: Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013.

During the year under review, in compliance with the requirements of The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 201 6 (IEPF Rules) as amended, your Company had transferred 1,39,889 Unclaimed Equity Shares of Rs.1 each to the beneficiary account of IEPF Authority. The said Unclaimed Equity Shares along with past Unclaimed Dividend transferred to IEPF can be claimed by the Shareholders from IEPF authority after following process prescribed in IEPF Rules.

vi. Extract of Annual Return: Extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed to this report as Annexure D.

vii. Sexual Harassment: Your Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder Additionally, your Company has constituted 3 Internal Complaints Committee functioning at various locations to redress complaints regarding sexual harassment. There was no complaint on sexual harassment during the year under review.

viii. Regulatory Orders: No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company’s operations in future.

18. directors’ responsibility statement

Pursuant to the requirement under Section 134 of the Companies Act, 2013, in relation to the Annual Financial Statements for the Financial Year 2017-2018, your Directors confirm that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2018 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

b) In the preparation of these Financial Statements, the applicable accounting standards had been followed and there are no material departures;

c) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018, and, of the profit of the Company for the year ended on that date;

d) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act, to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

e) Requisite Internal financial controls were laid down and that such financial controls are adequate and operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

acknowledgements

Your Board takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation extended by all stakeholders including banks, financial Institutions, viewers, vendors, service providers and regulatory authorities.

By order of the Board

Surjit Banga

Non-Executive Chairman

Place: Mumbai Rajiv Singh

Date : May 16, 2018 Executive Director & COO

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Mar 31, 2017

Directors’ Report

To the Members

The Directors take pleasure in presenting the 18th Annual Report of your Company together with Audited Financial Statements for the year ended March 31, 2017, prepared as per Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013.

FINANCIAL HIGHLIGHTS

The financial performance of your Company for the year ended March 31, 2017 is summarized below:

Rs,million

Particulars	Standalone - Year ended		Consolidated - Year ended
	March 31, 2017	March 31, 2016	March 31, 2017	March 31, 2016
Total revenues	4,053.34	3,973.96	5,714.19	5,615.99
Total expenses	3,511.68	3,651.77	5,704.62	5,594.91
Profit before tax, share of profit / (loss) of Associates & exceptional items	541.66	322.19	9.57	21.08
Share of profit/(loss) of Associates	-	-	(29.87)	-
Exceptional items	-	-	(188.81)	(61.51)
Profit before tax	541.66	322.19	(209.11)	(40.43)
Tax Expenses	160.18	101.00	(48.52)	4.95
Profit after tax	381.48	221.19	(160.59)	(45.38)
Other Comprehensive Income	(0.82)	(1.16)	(4.76)	(4.05)
Total Comprehensive Income for the year	380.66	220.03	(165.35)	(49.43)

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report which affect the financial position of the Company. Based on internal financial control framework and compliance systems established in the Company and verified by the statutory and internal auditors and reviews performed by the management and/or the Audit Committee of the Board, your Board is of the opinion that Company''s internal financial controls were adequate and effective during the financial year 2016-17.

DIVIDEND

With a view to conserve the resources for future business requirements and expansion plans, your Board is of the view that the current year''s profit be ploughed back into the operations and hence no dividend is recommended for the year under review.

OPERATIONS & STRATEGY

FY 2016-17 was a mixed bag for the Indian economy. Starting the year as the fastest growing major economy of the world, the country witnessed two landmark events - Demonetization and Passage of the GST Bill. The impact of demonetization was visible during the last quarter with the country''s growth dropping below China''s. The implementation of GST may further impact the economy in the short-term. However, with favorable monsoons predicted in FY 2017-18, this effect may be neutralized, and the economy is projected to grow at 7.2% - 7.5%, which augurs well for the media & entertainment industry.

The television media industry grew by 8.5% making it ''588 billion industry in CY 2016 from ''542 billion in CY 2015. Broadcast advertisement revenues grew by 11% to ''201 billion in CY 2016 from ''181 billion in CY 2015, while broadcast subscription revenues registered 11% growth to ''95 billion in CY 2016 from ''86 billion in CY 2015.

The news genre witnessed a surge in viewership due to conversion of many pay channels to Free-to-Air (FTA) as well as several significant events, such as demonetization, elections etc. However, while conversion to FTA led to decline in subscription revenues, the advertising revenues did not increase in proportion to increase in viewership due to demonetization, leading to muted growth in the genre.

Your Company continues to be one of the largest news networks touching more than 352 million viewers through its 11 News Channels in 6 different languages and reaching more than 345 million users through digital channels.

Zee News, the flagship channel of your Company and a pioneer in news broadcasting, reached over 226.9 million viewers across India. Zee Business, India''s 1st 24-hour Hindi business channel, reached more than 28.7 million viewers. India 24x7, your Company''s 2nd national Hindi news channel, rechristened as Zee Hindustan reached more than 137 million viewers.

Zee 24 Taas outperformed its competitors to emerge as No. 1 Marathi News channel in reach with more than 51 million viewers across India. Zee Punjab Haryana Himachal dominated the region''s news market and reached more than 19.5 million viewers across India. Zee Madhya Pradesh and Chhattisgarh, launched on March 31, 2013 for viewers of Madhya Pradesh and Chhattisgarh, has established its dominance and No. 1 position with a reach of more than 32.5 million viewers across India.

Zee Rajasthan News (erstwhile Zee Marudhara), which was launched on July 31, 2013 for Rajasthan market, emerged as No. 1 Rajasthani News channel and reached over 28.2 million viewers across India. Zee Kalinga News (erstwhile Zee Kalinga), Company''s offering for Odisha market launched on January 26, 2014, reached more than 14.8 million viewers across India.

24 Ghanta, your Company''s Bengali news offering through 60% subsidiary, Zee Akaash News Pvt Ltd, is No. 1 in reach in West Bengal with more than 40.5 million viewers across India. Zee Purvaiya, the channel owned by the Company through Maurya TV Private Limited, a wholly owned subsidiary, targeting Bihar and Jharkhand region, was rechristened Zee Bihar Jharkhand to emphasize regional focus and reached more than 27.5 million viewers across India.

DNA, your Company''s English Daily, launched its Delhi edition during the 2nd half of the year to enter Delhi-NCR market. During FY 2017-18, the newspaper operations will undergo further expansion through launch of new editions in other cities of strategic importance.

Your Company consistently looks into opportunities to add value to business through various internal restructuring. As a part of a similar initiative, the newspaper arm of your Company is being demerged into Diligent Media Corporation Limited (DMCL), the Appointed date for demerger being 1st April 2017.

During the year, your Company expanded its digital portfolio through launch of two new web platforms, wionews.com (India''s 1st Global news platform) and Zeebiz.com (business news platform). Moreover, our existing property, Zeenews. com registered year on year increase of 68.4% in visits, 43.3% in unique visitors, and 54.5% in page views. The website attracted over 230 million unique visitors and 665 million visits with 1.1 billion page views in FY 2016-17 compared to 160 million unique visitors and 395 million visits with 752 million page views in the previous year. The regional arms of the website put up a phenomenal performance with visitors on Hindi, Bengali and Marathi websites growing by 84%, 86% and 87% respectively.

Dnaindia.com registered year on year increase of 12.4% in visits, 11.8% in unique visitors, and 2% in page views. The website attracted over 114 million unique visitors and 195 million visits with 263 million page views in FY 2016-17 compared to 102 million unique visitors and 173 million visits with 258 million page views in the previous year.

During the year under review, your Company initiated ambitious expansion plans by launching its maiden English News Channel WION - World Is One News. Additionally your Company entered E-commerce business by acquiring 49% equity stake each in Today Merchandise Pvt Ltd and Today Retail Networks Pvt Ltd in joint venture with Living Media India Ltd, an India Today group entity. As part of this business, your Company proposes to launch a Home Shopping Channel directly and an E-commerce website through a subsidiary. Your Company plans to make further in-roads in the Regional News Market by launching new channels during the 1st half of FY 2017-18.

Additionally during FY 2016-17, your Board announced plans to venture into Radio Business by acquiring 49% equity stake in the ''BIG FM'' Radio business comprising licenses for 45 Operational and 14 Non-operational Radio Channels currently held by Reliance Broadcast Network Limited (RBNL). The said acquisition proposal is awaiting final approval of Ministry of Information and Broadcasting (MIB).

During the year, keeping in view the muted growth in news genre, your Company focused on consolidating the revenues. Simultaneously, the company embarked upon an expansion plan and continued to invest in future, both in operations as well as in new channels and businesses. As a result, the consolidated revenues remained flat at ''5,714.2 mn and operating profit declined by 8% to ''895.2 mn in FY 2016-17 from ''973.7 mn in FY 2015-16. However, the initiatives are expected to enter your Company into a fast-paced, highly profitable growth trajectory in the future.

RIGHTS ISSUE

During financial year 2015-16, your Company had raised Rs,1955.59 Million by way of issue of 108,643,732 Equity Shares of Rs,1 each at the price of Rs,18/- per Equity Share, on Rights basis in the ratio of 3 (Three) Right Shares for every 10 (Ten) Equity Shares held as on Record date of March 17, 2015.

Details of utilization of Rights Issue funds as at March 31, 2017 which is in accordance with the Letter of Offer dated March 16, 2015 is as detailed herein:

Rs, million

Details of Utilization	Proposed as per LOF	Utilized as at March 31,2017	Balance
Purchase of equipment and accessories	450.52	361.10	89.42
Repayment/prepayment of Company loans	449.95	449.95	-
Funding repayment of subsidiaries Loans	600.00	600.00	-
General Corporate purposes	455.12	455.12	-
Total	1,955.59	1,866.17	89.42

Balance Rights Issue funds of Rs,89.42 Million are lying with the Banks in Current / Fixed Deposit Accounts.

RESTRUCTURING OF PRINT MEDIA BUSINESS

During the year under review, with a view to facilitate more focused management of performance of individual businesses and to attribute appropriate risk and valuation of different businesses based on their respective risk-return profile and cash flows, your Board had approved a proposal for restructuring of Print Media business, through a Scheme of Arrangement and Amalgamation inter alia for (a) Demerger of Print Media undertaking of the Company into Diligent Media Corporation Ltd (DMCL), a step-down wholly owned subsidiary; (b) consolidation of the Print Media business by merger of two other Print Media subsidiaries of the Company viz. Mediavest India Pvt Ltd and Pri-Media Services Pvt Ltd into DMCL; and (c) merger of Maurya TV Pvt Ltd, a wholly owned subsidiary with the Company, with effect from Appointed Date of April 1, 2017. To facilitate the said Scheme certain restructuring of the Non-equity investments of the Company in Print-Media subsidiaries were carried out, consequent to which as at March 31, 2017 your Company holds 100% equity stake in 2 print media subsidiaries viz. Mediavest India Pvt Ltd and Pri-Media Services Pvt Ltd and 100% of the paid-up Preference Share Capital of nominal value of Rs,4362.66 Million in DMCL.

Under the said Scheme of Arrangement and Amalgamation, the consideration payable by DMCL for vesting of Print Media Undertaking shall be discharged by issuance of its Equity Shares to the Shareholders of the Company in the ratio of one (1) Equity Share of DMCL for every four (4) Equity Shares held in the Company. Upon effectiveness of the Scheme and after allotment of Equity Shares by DMCL to the Shareholders of the Company the shareholding pattern of DMCL shall mirror the Shareholding pattern of the Company as on the Record Date. The Scheme further provides for Listing of Equity Shares of DMCL on the Stock Exchange(s) where the Equity Shares of the Company are listed i.e. on BSE and NSE.

After conclusion of other approval / processes including approval of Equity Shareholders of the Company, the said Scheme is now awaiting final approval of the regulatory authorities including HonRs,ble National Company Law Tribunal.

EMPLOYEES STOCK OPTION SCHEME

The Employee Stock Option Scheme approved by the Members at the Annual General Meeting held on August 18, 2009 has not been implemented till date and no Stock Options were granted under the said ESOP Scheme till date. In view of this, particulars as required under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 are not provided.

SUBSIDIARIES & ASSOCIATES

As at March 31, 2017, your Company continues to have 5 (five) subsidiaries, including two (2) subsidiaries engaged in News Broadcasting business viz. Zee Akaash News Pvt Ltd, a 60% subsidiary engaged in broadcasting of a Bengali News Channel - 24 Ghanta and Maurya TV Pvt Ltd, a wholly owned subsidiary, engaged in broadcasting of Zee Bihar Jharkhand, a regional news channel targeting Bihar and Jharkhand region.

The Print Media business of your Company continues to be housed under 3 direct and indirect subsidiaries viz. Mediavest India Pvt Ltd, Diligent Media Corporation Ltd (DMCL) and Pri-Media Services Pvt Ltd. During the year under review, Mediavest acquired balance equity stake in DMCL and consequently DMCL became an in-direct wholly owned subsidiary of the Company.

As per the Scheme of Arrangement and Amalgamation approved by the Board and Shareholders during the year, the Print Media business shall stand demerged and consolidated under DMCL and Maurya TV Pvt Ltd shall merge with the Company with effect from Appointed Date of April 1, 2017. Consequently, upon effectiveness of the said Scheme the Company shall have only one subsidiary viz. Zee Akaash News Pvt Ltd.

During the year under review, your Company acquired 49% equity stake each in Today Merchandise Pvt Ltd and Today Retail Network Pvt Ltd., entities engaged in E-commerce business and consequently these entities became associates of the Company wherein balance 51% equity stake is currently held by Living Media India Limited, an India Today group entity.

In compliance with Section 129 of the Companies Act, 2013, a statement containing requisite details including financial highlights of the operations of all subsidiaries and associates is annexed to this report. Further as per Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available on the website of the Company www.zeenews.india.com. These documents will also be available for inspection during business hours on all working days (except Saturday) at the Registered Office of the Company.

CORPORATE GOVERNANCE & POLICIES

Your Company is in compliance with the Corporate Governance requirements mentioned under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''). A Report on Corporate Governance as stipulated under the Listing Regulations as also a Management Discussion and Analysis Report forms part of the Annual Report. Certificate from the Statutory Auditors of the Company, M/s MGB & Co LLP Chartered Accountants, confirming compliance with the provisions of Corporate Governance as stipulated under the Listing Regulations, is annexed to the said Corporate Governance Report.

In compliance with the requirements of the Companies Act, 2013 and Listing Regulations, your Board had approved various Codes and Policies including Code of Conduct for Directors & Senior Management, Policy for determining Material Events, Policy for Preservation of Documents and Archival of Records, Policy for Determination of Material Subsidiary, Related Party Transaction Policy, Whistle Blower and Vigil Mechanism Policy, Corporate Social Responsibility Policy and Remuneration Policy. Further in accordance with SEBI regulations, your Board had approved Insider Trading Code and Fair Disclosure Policy. All these Codes and Policies along with the terms and conditions of appointment of Independent Directors and brief on Directors Familiarization Programs can be viewed on Company''s website www.zeenews.india.com.

In compliance with regulatory requirements, the Nomination and Remuneration Committee of your Board has fixed criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limit, qualification/experience, areas of expertise and independence of individual. The Committee had also approved in-principle that the initial term of an Independent Director shall not exceed 3 years.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Your Board currently comprises of six (6) Directors including four (4) Independent Directors and two (2) Executive Directors. Independent Directors provide declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations. During FY 16-17 your Board met 9 (nine) times details of which are available in the Corporate Governance Report annexed to this report.

During the year under review, considering the critical role _r played by and the business potential of Regional News Channel business, your Board had, based on recommendations of Nomination & Remuneration Committee, appointed Mr. Jagdish Chandra as an Additional Director, in the category

of Whole-time Director designated as Executive Director -Regional News Channels for a period of 5 (five) years with effect from February 3, 2017 and in terms of Section 161 of the Companies Act, 2013, Mr. Jagdish Chandra holds office up to the ensuing Annual General Meeting. The Company has received notice from a Member along with requisite deposit proposing appointment of Mr. Jagdish Chandra as a Director, liable to retire by rotation and requisite proposals seeking your approval for his appointment as a Director and also his appointment and payment of remuneration as Executive Director - Regional News Channels of the Company for a period of 5 years with effect from February 3, 2017, forms part of Notice of ensuing Annual General Meeting.

A proposal seeking Shareholders approval for reappointment of Mrs. Uma Mandavgane for the second term as an Independent Director not liable to retire by rotation for a period of 3 years from expiry of her current term on August 31, 2017 forms part of the Notice of the ensuing Annual General Meeting. Your Board recommends her re-appointment.

During the year under review, Mr. Rajendra Kumar Arora, Executive Director & CEO resigned with effect from August 31, 2016 and your Board had, based on recommendations of the Nomination and Remuneration Committee, approved appointment of Mr. Rajiv Singh as an Additional Director in the category of Whole-time Director designated as Executive Director & Chief Operating Officer of the Company with effect from September 9, 2016. The said appointment of, and payment of remuneration to, Mr. Rajiv Singh as Executive Director & COO for a period of 3 (three) years with effect from September 9, 2016, was approved by the Shareholders vide resolutions passed by Postal Ballot on January 21, 2017. As per Section 152 of the Companies Act, 2013, Mr. Rajiv Singh, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The reappointment of Mr. Rajiv Singh at the Annual General Meeting as a director retiring by rotation would not constitute break in his appointment as Executive Director & COO. Your Board recommends his re-appointment.

Currently Mr. Rajiv Singh, Executive Director & COO, Mr. Sumit Kapoor, Chief Financial Officer and Mr Pushpal Sanghavi, Company Secretary are nominated as Key Managerial Personnel (KMP) in compliance with the requirements of Section 203 of the Companies Act, 2013. During the year under review, Mr. Rajiv Singh was appointed as KMP in the category of CEO in place of Mr. R K Arora with effect from September 9, 2016 and Mr. Sumit Kapoor, was appointed as KMP in the category of CFO in place of Mr. Dinesh Garg, with effect from December 16, 2016.

BOARD EVALUATION

In a separate meeting of Independent Directors held without presence of other Directors and management, the Independent Directors had, based on various criteria, evaluated performance of the Non-Executive Chairman and also performance of the Board as a whole and various Board Committees. A report on such evaluation done by Independent Directors was taken on record by the Board and further, the Board had in compliance with the requirements of Companies Act, 2013 evaluated performance of all Independent Directors based on various parameters including attendance, contribution etc.

BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company. Further the details of scope, constitution, number of meetings of the Committee held during FY 16-17 along with particulars of attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR at Zee Media is all about creating sustainable programs that actively contribute to and support the social and economic development of the society. In line with this intent your Company has adopted a unified approach towards CSR at Essel Group level, wherein CSR contributions of eligible Essel group entities are pooled in, to fund high cost long term projects that help build Human capital and create lasting impact on the society. Accordingly, during the year under review, a Section 8 Company in the name of Dr Subhash Chandra Foundation was established at Essel Group level and the Company had contributed an amount of Rs,3.37 Million in the said foundation towards Educational development projects.

A detailed report on CSR activities initiated by the Company during FY 2016-17, in compliance with the requirements of Companies Act, 2013, is annexed to this report.

AUDITORS

Statutory Audit: As per Section 139 of the Companies Act, 2013, M/s MGB & Co LLP, Chartered Accountants, Mumbai, having Firm Registration No 101169W/W-100035, retires as Statutory Auditor of the Company. Your Board places on record their appreciation for the services provided by M/s. MGB & Co LLP, Chartered Accountants, as Statutory Auditor of the Company for over a decade.

Based on the recommendations of the Audit Committee and upon review of confirmations of satisfaction of criteria as specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules, 2014, your Board had, subject to approval of the Members at the ensuing

Annual General Meeting, approved appointment of M/s. Ford Rhodes Parks & Co., LLP, Chartered Accountants (Firm Registration No. 102860W/W100089) as Statutory Auditors of the Company in place of retiring Statutory Auditors M/s. MGB & Co., LLP, Chartered Accountants.

A proposal seeking Members approval for appointment of M/s. Ford Rhodes Parks & Co., LLP, Chartered Accountants as Statutory Auditors of the Company until conclusion of 23 rd Annual General Meeting to be held in the year 2022, subject to ratification by Shareholders at every AGM, forms part of the Notice of ensuing Annual General Meeting.

Secretarial Audit: In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for FY16-17 was carried out by Mr. Satish K Shah, Practicing Company Secretary (holding ICSI Certificate of Practice No. 3142).

The reports of Statutory Auditor and Secretarial Auditor forming part of this Annual report do not contain any qualification, reservation or adverse remarks. During FY 1617 the Statutory Auditor had not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no disclosures are required pursuant to Section 134(3) (ca) of the Companies Act, 2013.

Cost Audit: Additionally in compliance with the requirements of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, M/s. Chandra Wadhwa & Co., Cost Accountants (Firm Registration No. 00239) were engaged to carry out Audit of Cost Records of the Company during Financial Year 2016-17. The remuneration payable to the Cost Auditor for FY 2016-17 was ratified by the Shareholders vide resolution passed by Postal Ballot on January 21, 2017. Your Board had approved re-appointment of M/s. Chandra Wadhwa & Co. Cost Accountants as Cost Auditor for FY 2017

18. Requisite proposal seeking ratification of remuneration payable to the Cost Auditor for FY 2017-18 by the Members as per Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing Annual General Meeting.

DISCLOSURES

i. Particulars of loans, guarantees and investments: Particulars of loans, guarantees and investments made by the Company as required under Section 186(4) of the Companies Act, 2013 are given in Note No. 39 to the Standalone Financial Statements.

ii. Transactions with Related Parties: All contracts/ arrangements/transactions entered by the Company during the financial year with related parties were on arm''s length basis, in the ordinary course of business and in compliance with applicable provisions of the Companies Act, 2013 and Listing Regulations. During FY 2016-17 there were no materially significant related party transaction by the Company with the Promoters, Directors, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of the Company.

All proposed related party transactions are placed before the Audit Committee for its approval and statement of all related party transactions concluded is placed before the Audit Committee for its review on quarterly basis. During the year under review, in accordance with the approval granted by the Shareholders, your Company entered into material related party transaction with Zee Entertainment Enterprises Limited (ZEEL), a related party as per Accounting Standard, under which ZEEL distributes television channels of the Company at commission of 7% of Subscription revenues of such channels. Further shareholders had vide resolutions passed on January 21, 2017, approved certain related party transactions by the Company (a) by availing secured loan from Arm Infra & Utilities Pvt Ltd, one of the promoter and related party as per Accounting Standards; and (b) by making investment, granting loan and providing security to certain current and/or future subsidiary(ies) and/or associates of the Company.

During the year under review there have been no materially significant transactions of the types prescribed under Section 188(1) with related parties as defined under Section 2(76) of the Companies Act, 2013 (Act) and accordingly the information as prescribed under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are not provided.

iii. Deposits: Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013.

iv. Extract of Annual Return: The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed to this report.

v. Sexual Harassment: Your Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. There was no complaint on sexual harassment during the year under review.

vi. Regulatory Orders: No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

vii. Internal Financial Controls and their adequacy: Your Company has approved internal financial controls and policies / procedures for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system annually.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is into the business of Broadcasting of regional and national News & Current Affairs Television Channels. Since this does not involve any manufacturing activity, most of the Information required to be provided under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable. However, the information as applicable is given hereunder:

Conservation of Energy:

(i) steps taken or impact on Your Company, being a conservation of energy service provider requires

(ii) steps taken by the minimal energy consumption company for utilizing and every endeavor has been alternate sources of made to ensure optimal use _energy of energy, avoid wastages

(iii) capital investment on ^{and conserve ener}gy ^{as far} energy conservation ^{as possible}.

equipments

Technology Absorption:

(i) the efforts made towards In its endeavor to technology absorption deliver the best

(ii) the benefits derived like product ^{to its viewers and} improvement, cost reduction, ^business product development or import ^{your Company has} substitution been constantly

(iii) in case of imported technology ^{active in harnessing} (imported during the last ^{and tapping the} three years reckoned from the ^{latest and best} beginning of the financial year)- ^{technology in the}

(a) the details of technology ^industry. imported

(b) the year of import

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and Development

Foreign Exchange Earnings and Outgo:

During the year under review, your Company had foreign exchange earnings of ''86.45 Million and outgo of ''101.61 Million.

PARTICULARS OF EMPLOYEES

Your Company had 1509 employees as at March 31, 2017. The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of top 10 employees including employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, in relation to the Annual Financial Statements for the Financial Year 2016-2017, your Directors confirm that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2017 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

b) During the financial year ended on March 31, 2017, the Company has for the first time adopted Indian Accounting Standards (Ind-AS) as per Section 133 of the Companies Act, 2013 and accordingly the Annual Financial Statements for the financial year ended on March 31, 2017 and comparative thereof for the financial year ended on March 31, 2016, have been prepared as per Ind-AS as against I-GAAP Accounting Standards followed in the earlier years and proper explanation along with reconciliation have been provided in relation to material departures;

c) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017, and, of the

profit of the Company for the year ended on that date;

d) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act, to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

e) Requisite Internal financial controls were laid down and that such financial controls are adequate and operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation extended by various Governmental authorities, including Ministry of Information and Broadcasting, Department of Telecommunication, Ministry of Corporate Affairs, Securities and Exchange Board of India, Stock Exchanges, Depositories and other stakeholders including banks, financial Institutions, viewers, vendors and service providers.

For and on behalf of the Board

Surjit Banga

Non-Executive Chairman

Place: Mumbai Rajiv Singh

Date : 24 May 2017 Executive Director & COO

---

Mar 31, 2013

To the members

The directors take pleasure in presenting the 14th Annual Report of your Company together with Audited statement of Accounts for the year ended 31 march, 2013.

fInanCIaL performanCe

the financial performance of standalone operations of your Company during the Financial Year 2012-13 is summarized in the following table:

(Rs. million) particulars for the year ended 31 march, 31 march, 2013 2012

total revenue 2,919.20 2,878.34

total expenses 2,612.86 2,538.81

Profit before exceptional items and tax 306.34 339.53

exceptional items 45.96 (166.74)

Profit before tax 352.30 172.79

Provision for tax expenses 109.31 110.79

Profit after tax 242.99 62.00

DIVIDEND

with a view to conserve the resources for future business requirements and expansion plans, your directors are of view that the current year''s profit be ploughed back into the operations and hence no dividend is recommended for the year under review.

operatIonS & StrateGY

during the year, the sluggish economy which had relatively lower GdP growth and high inflation along with supply side constraints continued to affect the overall industry. in particular, spends to news genre were affected and the advertisement revenue growth for the Hindi and Regional News genres was in the region of only 2% (source: estimates basis Adex secondages). News channels also faced significant loss of revenues from the government, which contributes to about 10% of advertisement revenues and degrowing by almost 60% as compared to last year as there was a rate stand-off for better part of the financial year.

Your company also took a significant step of reducing the inventory of the flagship channel, Zee News in order to improve the viewer experience, increase the yield of the channel as well as preparation for the upcoming curbs for advertisement inventory. events and special properties continued to be the cornerstone of your Company''s advertisement revenue growth strategy and your Company had executed several initiatives like Ananya samman, my City - my Voice, emerging Business Forum, Hunt For India''s Smart Investor, etc. and has conducted over 100 events across india.

Your Company has made further inroads into the Hindi heartland, after Zee News Uttar Pradesh Uttarakhand, through the launch of our second offering, Zee madhya Pradesh Chhattisgarh and slating to launch regional channels in Rajasthan and Bihar- Jharkhand. in order to provide richer as well as real time news content to the viewers, your Company has begun the process of integrating the content from diligent media Corporation Limited (dmCL), an essel Group Company engaged in printing and publication of daily news paper ''DNA (Daily News & Analysis)'', as well as in Digital through india.com owned by india webPortal Pvt. Ltd., another essel Group Company. such a synergy is expected to provide additional depth to our coverage and analysis in addition to addressing the needs of the youth better. Considering the business synergies in print and electronic media, your Board has approved in-principle combination of News Publication Business of dmCL with News Broadcasting business of the Company.

Your Company''s Subscription revenues increased on the basis of higher demand for the channels even as overall digitization was delayed in Phase 1 and has been patchy in Phase 2. Our Network and individual channels have been steaming ahead in marketing and viewership initiatives. Your company continues to be the largest News Network in the country and yet again registered the highest relative share of 27.5% for the premium target audience, Cs 25 m ABC, among the major news networks in the top 6 metros (source: tAm, FY 2012-13, Cs 25 , seC ABC, 8 metros).

Zee news had the second highest reach of 3.1 million among the Hindi News channels in 8 metros among premium audience (source: tAm, FY 2012-13, Cs 25 ABC, 8 metros).

Zee Business, India''s first 24-hour Hindi business channel, has been consistently outperforming its major competitors and has been no. 2 in reach at 20 million it also dominated the last quarter of the fiscal by being the leader in 6 of 13 weeks in the fourth quarter (source: tAm, FY 2012-13 and Q4, tG: Cs 25 m AB, Hsm).

24 Ghanta, our Bengali news offering, was also no. 1 in 23 weeks round the year with average of 29% market share (source: tAm, FY 2012-13, tG: Cs 15 , wB) and no. 1 in reaching audiences in west Bengal among all Bengali news channels and reached over 5.6 million audiences even though dAs Phase i implementation in Kolkata met many roadblocks.

Zee 24 taas continued to be No. 2 in reach across maharashtra with its incisive news coverage leading to a high reach of 9.9 million viewers (source: tAm, FY 2012-13, Cs 15 , mah).

Zee news Up/Uttarakhand was the leader for over 19 weeks in the year and had an average of 32% channel share (source: tAm, FY 2012-13, Cs 15 , UP).

Zeenews.com continued to be the fastest growing website in the indian news web space second year in a row. the website received 70.2 million unique visitors and 310.1 million page views. Unique visitors for increased by 176.1% and page views by 86.6%. the referral traffic also increased by 191.2%(Source – Google Analytics). the regional news websites too have shown a significant growth in visitors and page views.

Under the tough operating advertisement environment as well as loss of government advertisement revenues due to rate standoff, the overall revenues of your company were at Rs. 3,246.3 million in 2012-13 as compared to Rs. 3,227.7 million in 2011-12. the eBitdA was Rs. 583.4 million in 2012-13 as compared to Rs. 689.0 million in 2011-12.

ChanGe of name of the CompanY

As a part of future business strategy of your Company, with a view to meeting changing viewer preferences, your Company has commenced the process of changing the content architecture of all its television channels, whereby, in addition to News, the channels of your Company shall cover entire gamut of life of present and potential viewers. in line with this strategy, to reflect this wider gamut of media contents, in which your Company proposes to transcend, a proposal for change of name of the Company to Zee media Corporation Limited has been sent to the members seeking their approval to the said proposal by passing a special Resolution by Postal Ballot Process.

pUBLIC DepoSItS

during the year under review, your Company has not accepted or renewed any deposits within the meaning of section 58A of the Companies Act, 1956 and rules made there under.

Corporate SoCIaL reSponSIBILItY

As a socially conscious media organization, your Company has imbibed Corporate social Responsibility (CsR) as a key part of its growth philosophy. with an objective to positively transform our society, your Company executes several on air and on ground campaigns.

One such programme is Zee Helpline which takes up the cause of common man and helps them resolve their problems that may arise out of apathy of the administration or red tape. the Company also seeks to turn the spotlight on security forces as well as unsung heroes who are silently working to protect our borders and uplift the society through our flagship CsR initiative, Ananya samman.

Your Company also understands the importance of conserving

our environment. Our green campaign, ''My Earth My Duty'', is an attempt by your Company to highlight the environment cause in the country. As one of the largest climate awareness campaigns in the country, this initiative won accolades from the United Nations for planting thousands of trees in a single day. It has been Zee News'' endeavour since 2010 to sensitize and encourage people to take concrete actions towards mitigating the effects of climate change and environmental degradation and the Company has set a record of planting over 1.4 crore trees across india, reached out to 2.5 lakh villages and 100 cities and also encouraged over 50 million youth to act.

Your Company has made it a point to make the people aware about their democratic right to vote. The nation''s largest voter awareness initiative, ''Apka Vote Aapki Taqat'', truly created an impact in the states where elections took place and was one of the factors leading to increased voter turnout. this splendid thought and initiative had the support of the election Commission of india and the channel. Zee News was the first ever news channel to win the National Award from the election Commission to increase electoral participation and strengthening indian democracy. it has also been recognized by Limca Book of Records.

Apart from these, your Company, as part of the essel Group of Companies, has at a unified and centralized level, put in place a CsR policy. during the year under review, essel Group continued to support the cause of ekal Vidyalaya Foundation, an NGO that works to bring about basic literacy and health awareness amongst the tribal and rural population of india and Global Vipassana Foundation which helps propagate Vipassana, the non-sectarian rational process of self-purification with the aim of bringing about peace both within the individual and the society in general.

empLoYeeS StoCK optIon SCheme

till date of this report your Company had not granted any Stock Options either to its employees or Directors under ''ZNL ESOP Scheme 2009'' approved by the Members at the 10th Annual General meeting held on 18 August, 2009. in view of this, particulars as required under Clause 12 (disclosure in the Directors'' Report) of Securities and Exchange Board of India (employee stock Option scheme and employee stock Purchase scheme) Guidelines, 1999, are Nil and Company has not obtained any certificate from the statutory Auditors confirming implementation of the employees stock Option scheme in accordance with seBi guidelines and the resolution passed by the shareholders.

Corporate GoVernanCe

in addition to strictly complying with Clause 49 of the Listing Agreement, your Company is committed to adherence of

the highest standards of Corporate Governance. in line with your Company''s commitment to excel in implementing best Corporate Governances practices, your Board had earlier approved and implemented a Corporate Governance manual which serves as guide to every business activity / decision making in the Company. Report on Corporate Governance as stipulated under the Listing Agreement(s) with the stock exchanges as also a management discussion and Analysis Report forms part of the Annual Report.

Certificate from the statutory Auditors of the Company, m/s mGB & Co, Chartered Accountants, confirming compliance with the provisions of Corporate Governance as stipulated in Clause 49, is annexed to the said Corporate Governance Report.

DIreCtorS

Your Board had appointed mr. surjit Banga, as an Additional director in the capacity of independent director of Company with effect from 23 January, 2013. Pursuant to the provisions of section 260 of the Companies Act, 1956, mr. surjit Banga holds office till the conclusion of the ensuing Annual General meeting of the Company. the Company has received notice under section 257 of the Companies Act, 1956 along with requisite deposit, proposing appointment of mr. surjit Banga as a director of the Company. Resolution, seeking your approval for appointment of mr. surjit Banga as director, who will be liable to retire by rotation, has been incorporated in the Notice of the forthcoming Annual General meeting. during the year under review, mr. Naresh Kumar Bajaj and mr. K U Rao, independent directors resigned due to their other pre-occupations, with effect from 28 January, 2013 and 22 march, 2013 respectively. Your Board places on record its deep appreciation for the contributions made by mr. Naresh Kumar Bajaj and mr. K U Rao during their tenure as independent directors of the Company.

mr. subhash Chandra, Non-executive director, retires by rotation at the ensuing Annual General meeting and being eligible has offered himself for re-appointment. Your Board recommends his re-appointment.

SUBSIDIarY CompanY

Your Company continues to hold 60% equity stake in its subsidiary, Zee Akaash News Private Limited. Additionally during the year under review, with a view to house the Broadcasting Business of telugu News Channel, your Company has formed a wholly owned subsidiary in the name of 24 Ghantalu News Limited.

statement pursuant to section 212 of the Companies Act, 1956 in connection with Zee Akaash News Private Limited & 24 Ghantalu News Limited is attached herewith and forms part of this report.

In accordance with Accounting Standard AS 21 – Consolidated Financial Statements read with Accounting Standard AS 23 – Accounting for investments in Associates, and Accounting Standard AS 27 – Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial statements are provided in and forms part of this Annual Report.

As the members are aware, the ministry of Corporate Affairs has granted general exemption to companies from complying with section 212 (8) of the Companies Act, 1956, provided that such companies publish the audited consolidated financial statements in the Annual Report. Your Board has decided to avail the said general exemption, and accordingly, the annual financial statements of Zee Akaash News Private Limited & 24 Ghantalu News Limited for the financial year ended 31 march, 2013 are not being attached with this Annual Report. Requisite financial highlights of the said subsidiaries forms part of this Report. the audited Annual Accounts and related information of these subsidiaries will be made available, upon request or for inspection at the registered office, by any shareholder of the Company.

aUDItorS

statutory Auditors, m/s mGB & Co, Chartered Accountants, having Firm Registration No. 101169w, hold office until the conclusion of the ensuing Annual General meeting and are eligible for re-appointment.

The Company has received communication from the statutory Auditors confirming that (i) their re-appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956; (ii) they are not disqualified for re- appointment within the meaning of section 226 of the said Act; and (iii) they have been provided a valid certificate from the Peer Review Board of the institute of Chartered Accountants of india.

In compliance with Cost Accounting Records (telecommunication industry) Rules, 2011, m/s. Chandra wadhwa & Co., Cost Accountants, New delhi, holding Firm membership No. 0239 were appointed as Cost Auditor of the Company for Financial Year 2012-13.

ConSerVatIon of enerGY, teChnoLoGY aBSorptIon anD foreIGn eXChanGe earnInGS anD oUtGo

Your Company is into the business of Broadcasting of News & Current Affairs Channels in Hindi and various regional languages. since this does not involve any manufacturing activity, most of the information required to be provided under section 217(1) (e) of the Companies Act, 1956 read with the Companies (disclosure of Particulars in the Report of the Board of directors) Rules, 1988, is not applicable.

However the information as applicable is given hereunder:

Conservation of Energy:

Your Company, being a service provider, requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption:

in its endeavor to deliver the best to its viewers and business partners, your Company has been constantly active in harnessing and tapping the latest and best technology in the industry.

Foreign Exchange Earnings and Outgo:

Particulars of foreign exchange earnings and outgo during the year are given in Note No. 39 to 41 of Note to the Financials statements of the Company

partICULarS of empLoYeeS

the information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended are set out in an annexure to this Report. However, in terms of section 219(1)(b)(iv) of the Act, these details are not being sent as part of this Report and any shareholder interested in obtaining copy of the same may write to the Company secretary.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, and based on representations received from the operating management, the directors hereby confirm that:

(i) in the preparation of the Financial statements for the year ended 31 march, 2013, the applicable Accounting standards have been followed and there are no materia departures;

(ii) they have selected such accounting policies in consultation with the statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the financial year ended 31 march, 2013;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. they confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) they have prepared the Annual Financial statements on a going concern basis.

aCKnoWLeDGementS

Your Board takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your directors also express their gratitude for the valuable support and co-operation extended by various Governmental authorities, including ministry of information and Broadcasting, department of telecommunication and other stakeholders including bankers, financial institutions, viewers, vendors and service providers.

For and on behalf of the Board

punit Goenka Surjit Banga

managing director director

Place: mumbai date : 23 may, 2013

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Mar 31, 2012

The Directors take pleasure in presenting the 13th Annual Report of your Company together with Audited statement of Accounts for the year ended march 31, 2012.

FINANCIAL PERFORMANCE

the financial performance of standalone operations of your Company during the Financial Year 2011-12 is summarized in the following table:

(Rs.in millions)

Particulars For the year ended

March 31, March 31, 2012 2011

total revenues 2,878.34 2,538.97

total expenses 2,538.80 2,383.20

Profit before tax and exceptional 339.54 155.77

items

Exceptional items (166.74) -

Profit before tax 172.80 155.77

Provision for taxation 110.80 57.97

Profit after tax 62.00 97.80

Balance brought forward 1,223.22 1,125.42

Balance carried to balance sheet 1,285.22 1,223.22

dividend

with a view to conserve the resources for future business requirements and expansion plans, your Directors are of view that the current year's profit be ploughed back into the operations and hence no dividend is recommended for the year under review.

operations & strategy

while there was general euphoria of growth in the media industry at the beginning of 2011-12, it began to die down as the year progressed. eventually, the second half was a sluggish period wherein the advertisement spends by the corporate tapered significantly in addition to the margins taking a hit for the media industry in general. However, your Company like the previous slowdown period, not only swam strongly against the tide, but also emerged as one of the most successful television news operators in the country.

several Network leveraged properties led to healthy advertisement revenues as well as marketing impact for the company. Ananya samman, your Company's Endeavour to honor the real heroes of our country has been executed across the length and breadth of the nation. the brand has been extended to honor doctors through swasth Bharat samman, industrialists through udyami samman in utter Pradesh and Andhra Pradesh and Farmers through Agri Awards. Over 100 odd revenue generating events were conducted to connect with viewers and enhance brand imagery.

the Network through its focus on rational and serious news ensured that it had the highest time spent Per Viewer in the 8 metros for the year in the core news viewers segment (source: Tam, Cs 25 M ABC, FY 2011-12,8 metros).

the flagship channel, Zee News, stuck to its content strategy of concentrating on concerns related to the common man through non-frivolous news. it was No. 2 in terms of time spent Per Viewer in 8 metros (source: Tam, Cs 15 , FY 2011-12, 8 metros).

Zee Business powered on with emphasis on stock market hours and presenting actionable information to the retail investors and sMEs. it was No. 2 in terms of reach in key business viewers segment (source: Tam, Cs 25 M ABC, FY 2011-12, HsM).

Your Company's Bengali news offering, 24 Ghanta recovered its leadership during the second half of the year, bouncing back after it had lost the top spot post state elections and change of government (source: Tam, Cs 25 M AB, Oct 2011 to Mar 2012, wB).

The Marathi news channel, Zee 24 Taas, remained extremely popular in Mumbai and was No. 2 channel reaching about 3.5 Million viewers (source: TAM, Cs 15 , FY 2011-12, Mumbai).

Amongst the newly launched channels, Zee News uttarakhand & uttar Pradesh continued its leadership in the Hindi heartland (source: TAM, Cs 15 , FY 2011-12, uP).

Zee 24 Gantalu and Zee Punjabi executed various events like spoorthi (woman Entrepreneur Awards) and Anhad samman (Ananya samman) respectively to honour the key contributors to the social and economical progress of these states.

Your Company now has comprehensive and more options for the new age news consumer. Zeenews.com - the mother site in English - was the fastest growing news website in India as per Comscore Direct and Google Analytics. Regional websites for Zee 24 Taas and 24 Ghanta were also launched during the year in addition to the inauguration of the Hindi website.

While the viewership performance has been impressive, the financials are encouraging too, as your Company follows strategy of leveraging Network strength to efficiently keep costs under check. The EBiTDA grew from Rs265.4 Million to Rs402.5 Million, a significant growth of 52% year on year.

Overall, your Company has been growing on a year on year basis since demerger of the Regional General Entertainment Channels (R-GECs). As has been said before, the growth has come despite difficult market conditions and is significant considering the performance of the other Television News Networks.

Public deposits

During the year under review, your Company has not accepted or renewed any deposits within the meaning of section 58A of the Companies Act, 1956 and rules made there under.

Corporate social responsibility

Corporate Social Responsibility (CSR) is a key part of your Company's business. Apart from it being a responsible member of the Fourth Estate, your Company also executes several initiatives throughout the year which benefit the society in general. in addition, there is significant amount of content which is devoted to helping the viewers through the programme Zee Helpline, wherein the Network ensures that the rights of the common man are protected and his queries are resolved by the administration.

Our flagship CSR initiative Ananya Samman truly turned national when it was executed in all our Network channels. it is a unique nationwide initiative to identify and honour unsung heroes, who silently contribute to our society. Another environmental campaign 'My Earth My Duty' was appreciated by none other than the United Nations. My Earth My Duty is one of the largest climate awareness campaigns wherein we planted trees across India. The nation's largest voter awareness initiative 'Apka Vote Apki Taqat' truly created an impact in the states where elections took place and was one of the factors leading to increased voter turnout.

Apart from these, your Company, as part of the Essel Group of Companies, has at a unified and centralized level, put in place a CSR policy. During the year under review, Essel Group continued to support cause of Ekal Vidyalaya Foundation, an NGO that works to bring about basic literacy and health awareness amongst the tribal and rural population of India; Global Vipassana Foundation which helps propagate Vipassana, the non-sectarian rational process of self-purification with the aim of bringing about peace both within the individual and the society in general; Global Foundation for Civilization Harmony, a body which aims to create a peaceful and harmonious society; and National Foundation of Communal Harmony, an autonomous organization set up by Ministry of Home Affairs.

employees stock option scheme

Till date of this report your Company has not granted any Stock Option either to its employees or Directors under 'ZNL ESOP Scheme 2009' approved by the Members at the 10th Annual General Meeting held on August 18, 2009. in view of this, particulars as required under Clause 12 (Disclosure in the Directors' Report) of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are Nil and Company has not obtained any certificate from the Statutory Auditors confirming implementation of the Employees Stock Option Scheme in accordance with SEBi guidelines and the resolution passed by the shareholders.

corporate governance

in addition to strictly complying with Clause 49 of the Listing Agreement, your Company is committed to adherence of the highest standards of Corporate Governance. in line with your Company's commitment to excel in implementing best Corporate Governances practices, your Board had earlier approved and implemented a Corporate Governance Manual which serves as guide to every business activity / decision making in the Company. Report on Corporate Governance as stipulated under the Listing Agreement(s) with the Stock Exchanges as also a Management Discussion and Analysis Report forms part of the Annual Report.

Certificate from the Statutory Auditors of the Company, M/s MGB & Co., Chartered Accountants, confirming compliance with the provisions of Corporate Governance as stipulated in Clause 49, is annexed to the said Corporate Governance Report.

directors

Mr. Vinod Bakshi, Director, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. Your Board has recommended his re- appointment.

SUBSIDIARY company

Your Company continues to hold 60% equity stake in its Subsidiary, Zee Akaash News Private Limited. Statement pursuant to Section 212 of the Companies Act, 1956 in connection with Zee Akaash News Pvt. Ltd., is attached herewith and forms part of this report.

in accordance with Accounting Standard AS 21 - Consolidated Financial Statements read with Accounting Standard AS 23 - Accounting for investments in Associates, and Accounting Standard AS 27 - Financial Reporting of interests in Joint Ventures, the audited Consolidated Financial Statements are provided in and forms part of this Annual Report.

As the Members are aware, the Ministry of Corporate Affairs has provided general exemption to companies from complying with Section 212 (8) of the Companies Act, 1956, provided such companies publish the audited consolidated financial statements in the Annual Report. Your Board has decided to avail the said general exemption and accordingly, the Annual Accounts of Zee Akaash News Private Limited for the financial year ended March 31, 2012 are not being attached with this Annual Report. Requisite financial highlights of the said subsidiary is annexed to this Report. The audited Annual Accounts and related information of the subsidiary will be made available, upon request or for inspection at the registered office, by any shareholder of the Company.

Auditors

statutory Auditors, M/s MGB & Co., Chartered Accountants, having Firm Registration No. 101169W, hold office until the conclusion of the ensuing Annual General meeting and are eligible for re-appointment.

the Company has received communication from the statutory Auditors confirming that (i) their re-appointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956; (ii) that they are not disqualified for re- appointment within the meaning of section 226 of the said Act; and (iii) they have been provided a valid certificate from the Peer Review Board of the institute of Chartered Accountants of India.

Conservation of energy technology absorption and foreign exchange earnings and outgo

Your Company is into the business of Broadcasting of News & Current Affairs Channels in Hindi and various regional languages. since this does not involve any manufacturing activity, most of the information required to be provided under section 217(1) (e) of the Companies Act, 1956 read with the Companies (disclosure of Particulars in the Report of the Board of directors) Rules, 1988, is not applicable.

However the information as applicable is given hereunder: Conservation of Energy:

Your Company, being a service provider, requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption:

in its endeavor to deliver the best to its viewers and business partners, your Company has been constantly active in harnessing and tapping the latest and best technology in the industry.

Foreign Exchange Earnings and Outgo:

Particulars of foreign exchange earnings and outgo during the year are given in Note No. 37 to 39 of Note to the Financials statements of the Company

Particulars of employees

The information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are set out in an annexure to this Report. However, in terms of section 219(1)(b)(iv) of the Act, these details are not being sent as part of this Report and any shareholder interested in obtaining copy of the same may write to the Company secretary.

Directors' responsibility statement

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, and based on representations received from the operating management, the Directors hereby confirm that:

(i) in the preparation of the Financial statements for the year ended march 31, 2012, the applicable Accounting standards have been followed and there are no material departures;

(ii) they have selected such accounting policies in consultation with the statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the financial year ended march 31, 2012;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. they confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) they have prepared the Annual Financial statements on a going concern basis.

Acknowledgements

Your Board takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation extended by various Governmental authorities, including ministry of information and Broadcasting, Department of telecommunication and other stakeholders including bankers, financial institutions, viewers, vendors and service providers.

For and on behalf of the Board

Punit Goenka Naresh Kumar Bajaj

managing Director Director

Place: Noida

Date : may 16, 2012

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Mar 31, 2011

The Directors take pleasure in presenting the 12th Annual Report of the Company together with Audited Statement of Accounts of the Company for the year ended March 31, 2011.

FINANCIAL PERFORMANCE

(Rs in Millions) Particulars For the year ended

March 31, March 31, 2011 2010

Gross Income 2,442.22 5,093.17

Total Expenses 2,278.01 4,410.86

Profit before Tax 164.21 682.31

Provision for Taxation 66.41 242.65

Profit after Tax 97.80 439.66

Balance Brought Forward 1,125.42 685.76

Balance Carried to Balance Sheet 1,223.22 1,125.42

DIVIDEND

With a view to conserve the resources for future business requirements and expansion plans, your Directors are of view that the current years profit be ploughed back into the operations and hence no dividend is recommended for the year under review.

OPERATIONS & STRATEGY

It has been an optimistically buoyant year for Zee News Limited, with the network capitalizing on past gains and consolidating its position as the largest and No.l News Network of the country.

Your Company not only met, but also surpassed, critical benchmarks that it had set for itself for the FY 2011.

Zee News, the flagship channel, remained committed to its duty as the fourth estate and kept its focus on serious news while providing a 360 degree view of all major current affair events. This positioning that was adopted three years back is now getting established in the minds of the viewers, including amongst those who occupy space in the portals of political power.

It follows that the emphasis on unadulterated news helped the channel to earn loyal viewers and credibility in the crowded Hindi news market. Zee News was No.l in the Top 8 Metros in terms of Time Spent per viewer in 25+AB Male category, and No. 1 in Top 6 Metros in terms of Time Spent per viewer in the 15+ age category. (Source: TAM)

Zee Business, continued its supremacy in the stock market band, which is prime time for any business channel. Besides, the channel undertook several pioneering initiatives like the Aspire Campaign and conducted a Distance Learning B-school survey, arguably the first of its kind ever undertaken by a media company.

Your Companys Bengali offering, 24 Ghanta, was once again the undisputed leader in Financial Year 2010-11 in West Bengal, as well as in Kolkata, in terms of Viewership, Reach and Time Spent. (Source: TAM)

Both the newly launched channels, Zee News UP/UK and Zee 24 Gantalu made huge inroads in their respective Hindi and Telugu genres in all parameters including Relative Share, Reach and Time Spent per viewer. (Source: TAM)

Meanwhile, Zee 24 Taas finally came on the advertisers radar in the Marathi market and is beginning to show traction.

In line with the rationalization process of maintaining news hygiene and hiving off entertainment, the operations of Zee Tamil was discontinued on and from March 31, 2011.

In terms of profitability, Zee News Limited is proud to stand apart as a Company which is showing healthy numbers in terms of top line and bottom line. Consistent growth is what makes the Company unique, as the market mostly comprises players that are not performing so well as businesses.

Your Companys operating revenue stood at Rs 2,431.01 millions, its EBIDTA was Rs 265.22 millions with PAT at Rs 97.80 millions. The robust figures are an outcome of growth in revenue of Rs 2,359.59 millions accruing from both advertisements and subscription. The all round performance was contributed by all channels in the bouquet.

Overall, it can be said with considerable satisfaction that your Companys strategy to go with an innovative and solution driven approach worked as it helped to get on board retail clients in the regional markets. Increased operational efficiencies ensured that middle line was kept in check while revenues grew. Moreover, the policy of expanding and protecting existing margins provided your Company an edge over competition and helped it ride the growth curve.

In the beginning of the year, your Board has set an objective of consolidating the news operations and the performance has been in line with the set goal, which gives confidence to fuel judicious expansion in the future while keeping the focus firmly on current deliverables.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 1 956 and rules made thereunder.

CORPORATE SOCIAL RESPONSIBILITY

Social responsibility is an integral part of the way of doing business in your Company. Your Company is conscious about its responsibilities towards the society and the editorial policies of the channels are developed keeping this in mind. Your Company continuously engages itself in various activities addressing social issues.

Ananya Samman is one of the unique nationwide initiative to identify and honour unsung heroes, who silently contribute to our society. While Apka Vote Apki Taqat campaign that was aimed at inspiring the whole nation to exercise their voting rights was a resounding success this year, as was the initiative My Earth My Duty designed at raising the alarm against global warming and encouraging people to come forward and contribute towards making the planet greener.

In addition to these CSR initiatives, your Company continues its ongoing contributions to the noble cause of NGOs like Ekal Vidyalaya Foundation, Global Vipasana Foundation and Global Foundation for Civilizational Harmony and National Foundation of Communal Harmony (an autonomous organization set up by Ministry of Home Affairs).

GROUP

Pursuant to intimation received from the Promoters, the names of Promoters and entities comprising the group for the purpose of Clause 3(1 )(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, are disclosed in the Annual Report.

EMPLOYEES STOCK OPTION SCHEME

During the year under review, your Company had not granted any Stock Option either to its employees or Directors under ZNL ESOP 2009 Scheme approved by the Members at the 10th Annual General Meeting held on August 1 8, 2009. In view of this, particulars as required under Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are Nil.

CORPORATE GOVERNANCE

In addition to strictly complying with Clause 49 of the Listing Agreement, your Company is committed to adhere to the highest standards of Corporate Governance. In line with your Companys commitment to excel in implementing best Corporate Governances practices, your Board had earlier approved and implemented a Corporate Governance Manual which serves as guide to every business activity/decision making in the Company. Report on Corporate Governance as stipulated under the Listing Agreement(s) with the Stock Exchanges as also a Management Discussion and Analysis Report forms part of the Annual Report.

Certificate from the Statutory Auditors of the Company, M/s MGB & Co., Chartered Accountants, confirming compliances with the provisions of Corporate Governance as stipulated in Clause 49, is annexed to the said Corporate Governance Report.

DIRECTORS

During the year under review, post his resignation as Managing Director in July 2010, Mr. Laxmi N. Goel resigned from the directorship of the Company, with effect from the close of September 30, 2010. Your Board places on record its deep appreciation for the contributions made by Mr. Laxmi N. Goel as one of the founder Directors of the Company.

Mr. K. U. Rao, Director, retires by rotation and being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. Your Board recommends his re-appointment.

SUBSIDIARY COMPANY

Your Company continues to hold 60% equity stake in its Subsidiary, Zee Akaash News Private Limited. Statement pursuant to Section 212 of the Companies Act, 1956 in connection with Zee Akaash News Pvt. Ltd., is attached herewith and forms part of this report.

In accordance with Accounting Standard AS 21 - Consolidated Financial Statements read with Accounting Standard AS 23 - Accounting for Investments in Associates, and Accounting Standard AS 27 - Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statements are provided in and forms part of this Annual Report.

In compliance with conditions laid down in Circular No. 51/12/2007-CL-lll dated February 8, 2011 issued by Ministry of Corporate Affairs, your Board has decided to avail the general exemption from applicability of provisions of Section 212 of the Companies Act, 1956, by not attaching Annual Report of the Subsidiary Company with the Annual Report of the Company for financial year ended March 31, 2011. Requisite financial highlights of the Subsidiary Company forms part of the Consolidated financial statement. The Annual Accounts of the Subsidiary Company and related detailed information will be available for inspection by any Member of the Company and/or Subsidiary Company, at any point in time at the registered office of the Company and the Subsidiary Company. The Company shall furnish copy of Annual Report of the Subsidiary to any Member of the Company on demand.

AUDITORS

Statutory Auditors, M/s MGB & Co., Chartered Accountants, having Firm Registration No. 101169W, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received communication from the Statutory Auditors confirming that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1 956 and that they are not disqualified for re- appointment within the meaning of Section 226 of the said Act.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is into the business of Broadcasting of News & Current Affairs Channels in Hindi and various regional languages. Since these activities do not involve any manufacturing activity, most of the Information required to be provided under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is not applicable.

However the information as applicable is given hereunder:

Conservation of Energy

Your Company, being a service provider, requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption

In its endeavor to deliver the best to its viewers and business partners, your Company has been constantly active in harnessing and tapping the latest and best technology in the industry.

Foreign Exchange Earnings and Outgo

Particulars of foreign exchange earnings and outgo during the year are given in Note No. 1 6.5 of Part B of Notes to Accounts in Schedule 1 6 of the Annual Report of the Company.

PARTICULARS OF EMPLOYEES

No employee, other than Mr. Barun Das, Chief Executive Officer of the Company draw remuneration in excess of limits prescribed under the Companies (Particulars of Employees) Rules, 1975, as amended. Requisite details of remuneration paid to Mr. Barun Das during the year, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is as detailed herein:

Name, Designation & Age Barun Das, Chief Executive Officer, 41

Total Remuneration Rs 94,56,000

Qualification B.Tech., Electronics & Communication, PGDBM

Total Experience & Date of 19 Years, November 1, 2007 Joining

Previous Employment MCCS (JV between Star Group & ABP Ltd.)

Total remuneration includes salary, allowances, performance incentive, company contribution to provident fund, leave travel assistance, medical benefits and other perquisites and benefits valued as per the Income Tax Act, 1 961.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on representations received from the operating management, the Directors hereby confirm that:

(i) in the preparation of the Annual Accounts for the year ended March 31, 2011, the applicable Accounting

Standards have been followed and there are no material departures;

(ii) they have selected such accounting policies in consultation with the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the financial year ended March 31, 2011;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) they have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation extended by various Governmental Authorities, including Ministry of Information and Broadcasting, Ministry of Communications and Information Technology - Department of Telecommunication and other stakeholders including Bankers, Financial Institutions, Viewers, Vendors and Service Providers.

For and on behalf of the Board

Punit Goenka Naresh Kumar Bajaj

Managing Director Director

Place: Mumbai Date : May 25, 2011

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Mar 31, 2010

The Directors take pleasure in presenting the 11th Annual Report of the Company together with Audited Statement of Accounts of the Company for the year ended March 31, 2010.

FINANCIAL PERFORMANCE

(Rs. in Millions)

For the year ended

Particulars March 31, March 31, 2010 2009

Gross Income 5,262.13 5,249.72

Total Expenses 4,579.82 4,546.95

Profit before Tax 682.31 702.77

Provision for Taxation 242.65 257.16

Profit after Tax 439.66 445.61

Balance Brought Forward 685.76 402.36

Amount available for Appropriation 1,125.42 847.97 Appropriations:

Proposed Dividend - 95.91

Tax on Dividend - 16.30

General Reserve - 50.00

Balance Carried to Balance Sheet 1,125.42 685.76

DIVIDEND

With a view to conserve the resources for funding the business requirements and future expansion plans, your Directors are of view that the current years profits should be ploughed back into the operations and hence no dividend is recommended for the year under review.

OPERATIONS

As the world economy began to slowly but surely come out of the Great Recession, financial year 2009-10 proved to be one of the most eventful years for Zee News Limited. The Company continued with its strong performance in this fiscal, backed by a number of strong channels in its bouquet. In fact, the news operations have steadily gained momentum and a number of channels, besides the flagship Zee News channel, have grown rapidly and occupied leadership positions in their respective genres.

At the same time, in terms of operations, the regional general entertainment channels (R-GECs) increasingly drew more synergies with the national GECs under Zee Entertainment Enterprises Limited.

All these developments led the company to go for a de- merger, which has resulted in two-pronged benefits. Now the company, with its substantial size of nationwide news operations, is poised to focus on building a news powerhouse in the country, while at the same time, the de-merger has resulted in significant unlocking of shareholder values. With the 6 Regional General Entertainment Channels viz., Zee Marathi, Zee Talkies, Zee Bangla, Zee Telugu, Zee Kannada & Zee Cinemalu (to be launched), getting transferred to Zee Entertainment Enterprises Limited from the Appointed Date of January 1, 2010, the Company would now focus on consolidating and further building on its highly successful news operations.

As far as the news operations are concerned, Zee News continuing with its sensible news focus gained viewership share, and Zee Business continued with its supremacy during the stock market time band. It is also making its presence felt increasingly as a top contender. During the year Zee 24 Taas was re-launched with a completely new look and feel. It also leads the pack in Mumbai. 24 Ghanta continues with its undisputed leadership amongst the Bengali news channels.

The much awaited 24-hour Telugu News channel, Zee 24 Gantalu was launched on April 2, 2009 and 24-hour UP News channel, Zee News Uttar Pradesh was launched on April 5, 2009. Amongst the newly launched news channels, Zee News UP has often emerged as the market leader in terms of share and time spent and is targeting break-even in a record time amongst any regional news channel. 24 Gantalu has also established its credentials as a serious news channel.

As another eventful year comes to an end, we are glad to share with you the commendable performance of your company. Zee News Limited, with its focus on serious news, continued to outperform market expectations by delivering significant revenue and viewership growth.

Upto December 31, 2009, (before de-merger) consolidated operating revenue was Rs. 4,692.5 million, with 22.3% growth year on year. Consolidated EBITDA stood at Rs. 869.1 million, up 26.8% over the corresponding period last fiscal and net profit increased by 23.2% year on year.

For the last quarter of the current financial year, consolidated operating revenue was Rs. 600.6 million, consolidated EBITDA was Rs. 38.8 million and PAT was Rs. 28.2 million, despite the losses of the three newly launched channels. During this period, the advertising revenue of the company grew by 30% which is much higher than the industry growth. This again was an all round performance. Besides the flagship Zee News channel, a number of other channels are now leveraging their tremendous viewership growth to boost the company’s advertising revenue. Going forward our focus on news operations is expected to result in further enhancement of our performance.

CORPORATE RESTRUCTURING AND FUTURE OUTLOOK

The Scheme of Arrangement for demerger of Regional General Entertainment Channel business undertaking of the Company with effect from the Appointed Date of January 1, 2010 and transfer/vesting of the said undertaking to Zee Entertainment Enterprises Limited was approved by Hon’ble Bombay High Court on March 19, 2010 and upon completion of other compliance requirements the said Scheme became effective from March 29, 2010. In pursuance to the Scheme the members of the Company as on record date of April 16, 2010, were allotted equity shares of Zee Entertainment Enterprises Limited on April 20, 2010 in the ratio of 4 equity shares of Re. 1 each of Zee Entertainment Enterprises Limited against 19 equity shares of Re. 1 each held in the Company.

With 8 News Channels viz. Zee News, Zee Business, Zee 24 Taas, Zee 24 Gantalu, Zee News UP, Zee Punjabi, 24 Ghanta and Zee Tamil, under its umbrella, your Company shall now look at further growth and judicious expansion. As a funding option for any such expansion plan, your Board has proposed alteration and increase in the Authorised Share Capital of the Company, for your approval.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted or renewed any deposits within the meaning of section 58A of the Companies Act, 1956 and rules made there under.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that a business cannot succeed in a society that fails. It is therefore imperative for business houses, to invest in the future by taking part in social-building activities. In line with this belief, your Board has adopted a Corporate Social Responsibility Policy. With a view to make maximum effective contribution to the society, the CSR activities of the Company has been unified with those of other Companies within Essel Group.

Corporate Social Responsibility (CSR) is a very broad concept and includes an obligation by every corporate to consider the interests of the society by taking responsibility for the impact of its activities on customers, suppliers, employees, shareholders, communities and other stakeholders. During the year under review, a number of social activities have been undertaken both by the individual companies and the Group as a whole including:

v Adoption of school(s)/village(s) in tribal areas through Ekal Vidyalaya Foundation, an NGO that works to bring about basic literacy and health awareness amongst the tribal people, who constitute the most marginalized section of Indian society. It runs over 26,000 schools, spread across 24 States and reaches almost 8 lakh children. Income augmentation and skill enhancement programmes have been recently initiated in some of its schools and will soon become a permanent feature of the Ekal movement. ZNL has also played an important part in highlighting the work being done by Ekal and aiding it in its stated goal of eradicating illiteracy from tribal India by 2011. v The Essel Group supports the Global Vipassana Foundation and helps to propagate Vipassana, the non-sectarian, rational process of self-purification with the aim of bringing about peace both within the individual and the society in general. The Group has been involved in the ‘Global Vipassana Pagoda’ project since the beginning. The Pagoda, one of the most significant monuments to be built in modern times, is an international collaborative effort to bring about peace and harmony in the world. The land for the site was donated by the Group and a large amount of contribution, both monetarily and in terms of time and expertise, has been made over the years. The website www.globalpagoda.org too is designed and hosted by the Group. v The Essel Group also supports the Global Foundation for Civilizational Harmony, a body which aims to create a peaceful and harmonius society by resolving disputes between the various religions and cultures of the world. The Essel Group has contributed immensely in terms of both time and effort to this cause. The Group has also designed and hosted the website www.gfchindia.com.

v Being a news organization, a part of the fourth estate, social responsibility is an integral part of our way of doing business. We are conscious about our responsibilities towards the society and our editorial policies are developed keeping that in mind. Besides, we continuously engage ourselves in various activities addressing social issues. Ananya Samman is our unique nationwide initiative to identify and honour unsung heroes, who silently contribute to our society. Our ‘Apka Vote Apki Taqat’ was aimed at inspiring the whole nation to exercise their voting rights.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the Members approval at the 10th Annual General Meeting held on August 18, 2009, your Company has put in place ZNL-ESOP 2009 Scheme to grant Stock Options to its Employees and Directors. As approved by the Members, options convertible into a maximum of 11,988,000 Equity Shares of Re. 1 each of the Company, comprising of 5% of paid up capital of the Company can be granted to the Employees and Directors of the Company.

During the year under review, since the Company was in the process of demerging its Regional General Entertainment Channel Business undertaking and the consequent effect of the same on the market value of Company’s equity shares, your Company has not granted any Stock Option either to its employee or Directors. In view of the foregoing particulars as required under Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are Nil.

CORPORATE GOVERNANCE

In addition to strictly complying with Clause 49 of the Listing agreement, your Company is committed to adhere to the highest standards of Corporate Governance. In line with your Company’s commitment to excel in implementing best Corporate Governances practices, your Board has approved and implemented a Corporate Governance Manual which serves as guide to every business activity / decision making in the Company. Report on Corporate Governance as stipulated under the Listing Agreement(s) with the Stock Exchanges as also a Management Discussion and Analysis Report forms part of the Annual Report.

Certificate from the Statutory Auditors of the Company, M/s. MGB & Co, Chartered Accountants, Mumbai, confirming compliances with the provisions of Corporate Governance as stipulated in Clause 49, is annexed to the said Corporate Governance Report.

DIRECTORS

Due to other pre-occupations, Mr. Laxmi N. Goel, resigned from his executive position, as Managing Director of the Company, with effect from July 5, 2010. Mr. Laxmi N. Goel shall continue to guide the Company as a Non-Executive Director on the Board. Your Board places on record its deep appreciation for the contributions made by Mr. Laxmi N. Goel during his tenure as Managing Director of the Company.

Upon resignation of Mr. Laxmi N. Goel, your Board has appointed Mr. Punit Goenka, son of Mr. Subhash Chandra and Managing Director of Zee Entertainment Enterprises Limited, as Managing Director of the Company without any remuneration for a period of 3 year with effect from July 5,2010. A proposal seeking Members approval for appointment of Mr. Punit Goenka as Managing Director forms part of the notice of the ensuing Annual General Meeting. Considering the benefits that may accrue to the Company due to Mr. Punit Goenka’s experience in the Media and Entertainment Business, your Board recommends your approval to the proposal for appointment of Mr. Punit Goenka as Managing Director of the Company.

Mr. Subhash Chandra and Mr. Naresh Kumar Bajaj, retire by rotation and being eligible have offered themselves for re- appointment at the ensuing Annual General Meeting. Your Board recommends their re-appointment.

SUBSIDIARY COMPANY

Your company continues to hold 60% equity stake in its Subsidiary, Zee Akaash News Private Limited. Statement pursuant to Section 212 of the Companies Act, 1956, and the Audited financial statements, Directors report and Auditors Report of Company’s Subsidiary viz., Zee Akaash News Pvt. Ltd., is attached herewith and forms part of this report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS 21 – Consolidated Financial Statements, read with Accounting Standard AS 23 – Accounting for Investments in Associates, and Accounting Standard AS 27 – Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statements are provided in and forms part of this Annual Report.

AUDITORS & AUDITORS REPORT

Statutory Auditors, M/s MGB & Co, Chartered Accountants, Mumbai, having Firm Registration No. 101169W, retire at the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

In respect of the observation of the Statutory Auditors in the Audit Report, the Members may note that during the process of routine management checks and internal audit, certain instances of misappropriation and/or leakages having financial implication of upto Rs. 70 Lacs, were noticed in Zee Bangla operations and appropriate criminal actions have been initiated by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is into the business of Broadcasting of News & Current Affairs and Regional Language Channels. Since these activities do not involve any manufacturing activity, most of the Information required to be provided under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is not applicable.

However the information as applicable is given hereunder: Conservation of Energy:

Your Company, being a service provider, requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption:

In its endeavor to deliver the best to its viewers and business partners, your Company has been constantly active in harnessing and tapping the latest and best technology in the industry. Foreign Exchange Earnings and Outgo:

Particulars of foreign exchange earnings and outgo during the year are given in Note No. 15.5 of Part B of Notes to Accounts in Schedule 16 of the Annual Report of the Company.

PARTICULARS OF EMPLOYEES

Information required to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is annexed to and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on representations received from the operating management, the Directors hereby confirm that:

(i) in the preparation of the Annual Accounts for the year ended March 31, 2010, the applicable Accounting Standards have been followed and there are no material departures;

(ii) they have selected such accounting policies in consultation with the Statutory Auditors and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the financial year;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) they have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record their appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your company. Your Directors also express their gratitude for the valuable support and co-operation extended by various Governmental Authorities, including Ministry of Information and Broadcasting, Ministry of Communications and Information Technology - Department of Telecommunication and other stakeholders including Bankers, Financial Institutions, Viewers, Vendors and Service Providers.

For and on behalf of the Board

Punit Goenka Naresh Kumar Bajaj Managing Director Director

Place: Noida Date : July 5, 2010