Zee Entertainmen Director Discussions


To the Members,

The Board of Directors are pleased to present the 41st Annual Report of the Company along with the audited financial statements (standalone and consolidated) for the financial year ended 31st March 2023.

1. FINANCIAL RESULTS

The financial performance of your Company for the financial year ended 31st March 2023 is summarised below:

Standalone Year Ended

Consolidated Year Ended

Particulars

31st March 2023 31M March 2022 31st March 2023 31st March 2022

Revenue from Operations

74,219 75,111 80,879 81,857

Other Income

2,732 1,193 797 1,201

Total Income

76,951 76,304 81,676 83,058

Total Expenses

66,753 57,163 73,639 66,741

Share of Associates / Joint Ventures

(1) 1

Exceptional Items

6,668 1,271 3,355 1,333

Profit Before Tax

3,530 17,870 4,681 14,985

Provision for Taxation (net)

1,891 4,481 2,167 4,447

Profit after Tax from continuing operations

1,639 13,389 2,514 10,538

Loss from discontinuing operations

- - (2,036) (980)

Profit after Tax from continuing and discontinuing operations

1,639 13,389 478 9,558

During the year under review, there was no change in the nature of business of the Company and 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 Zee Entertainment Enterprises Limited (‘the Company5 or‘ZEE5).

2. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013 (‘Act), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) and applicable Accounting Standards, the consolidated audited financial statements of the Company for the financial year 2022-23 together with the Auditors Report forms part of this Annual Report.

3. DIVIDEND

With a view to conserve the resources for future business requirements, your Directors were of the view that the current years profit be ploughed back into the operations and hence no dividend has been recommended for the year under review.

Dividend Distribution Policy of the Company is available on the Companys website at https://assets.zee.com/wp-content/ up load s/2020/09/Divid end-Distribution-Policy.pdf.

The closing balance of the retained earnings of the Company for the financial year 2022-23, after all appropriations and adjustments was Rs.70,648 million.

4. BUSINESS OVERVIEW

FY23 was a challenging year for media and entertainment industry given slowdown in Ad spending, pressure on subscription revenues due to delay in NTO implementation and weak content performance of Bollywood. As per FICCI EY report, the Television advertising grew 2% in 2022 to Rs.312 billion, almost equalling its pre-COVID-19 levels and Subscription revenue continued to fall for the third year in a row due to reduction in pay TV homes.

During the year under review, Your Companys revenue declined by 1%. Advertising revenues declined by 7.7% to Rs.40,579 million, led by weak Ad spending by brands in an inflationary environment caused by challenging macroeconomic factors like high input cost, geopolitical risk and disrupted global supply chain. Ad revenues were also adversely impacted by Zee Anmols withdrawal from DD Free Dish. Subscription revenues increased by 2.7% YoY to Rs.33,355 million due to growth in ZEE5 and Music, partially offset by decline in linear TV subscription. The NTO 3.0 was implemented on 1st February and had its initial implementation challenges, however, we are optimistic about this paving way for positive growth in subscription revenue in the industry and for the Company. Relatively subpar movie content performance has also impacted theatrical revenues. This challenging operating environment has adversely impacted your Companys performance during the year.

In domestic broadcasting business, your Company continued to be amongst Indias robust and leading TV entertainment networks and had a good year in terms of linear viewers hip gains in most of our key frontline GEC channels. The decrease in network share from 17.0%in FY22 to 16.8% this year is due to Zee Anmols exit from Free Dish,

a strategic decision across key broadcasters to fuel Pay TV growth. Your Company gained viewership share in FY23 over FY22 in Zee TV, Zee Tamil, Zee Telugu, Zee Kannada, Zee Bangla, Zee Odia, Zee Punjabi and Zee Keralam.

In International broadcasting business the portfolio consists of over 40+ dedicated channels and over 70+ pass-through channels that covers over 120+ countries, your companys international business has adopted Indian content across the world. The content produced by the parent network in India is broadcast overseas, and your company is the first media and entertainment company to achieve this.

On the Digital business ZEE5 has grown exponentially with focused investments in creativity and innovation, strategically strengthening its presence across India, offering enhanced viewing experiences, and delivering increased value to our viewers. As a result, ZEE5 is one among the top-rated OTT platform apps, both on iOS and Android Play Store. Our original content is being well received, ZEE5 app user experience has significantly improved and healthy growth in revenue continues.

ZEE5 Global closed FY23 as the #1 South Asian platform across all international markets, with a decisive lead in major markets like the US, Europe, Middle East and key APAC markets.

Zee Studios, your companys movie production, marketing, and distribution business, has released over 30 movies and web-series in FY23, in theatres and on streaming platforms, making it the largest number of content pieces released by a single company in India in the said fiscal, and these included various commercial successes across different language categories, such as Mrs. Chatterjee vs Norway (Hindi), Qismat II (Punjabi), Thunivu (Tamil), Dharmaveer (Marathi), Vedha (Kannada), Dharavi Bank (Hindi series, streaming on MX Player), Lost (Hindi, streaming on ZEE5). Zee Studios is also wining global spotlight with premiers of its films curated especially for global cinema audiences at leading global festivals.

Zee Music Company (ZMC), your companys music publishing label business is the 2nd largest music label with more than ~134 million subscribers on YouTube in India. Having acquired an expansive catalogue of music rights across languages, it earned the status of ‘second-most listened to Indian music label in a short period of time. Its catalogue now consists of over 12,000+ songs across over 20+ languages.

And also the Company has identified that acquisition of sports broadcasting rights is a strategic focus area and accordingly acquired global media rights of the UAE based International League ILT20. The Company has also entered into an agreement with Star India Private Limited for acquiring license of the exclusive television broadcasting rights of the International Cricket Councils (ICC) Mens and Under-19 global events for a period of four years (2024-2027). This acquisition is subject to certain conditions precedent including submission of financial commitments, guarantees and ICC approval forsub-licensing to the Company and which are pending. 5

5. CHANGES IN CAPITAL STRUCTURE

During the year under review, the Company has issued and allotted 3,705 Equity Shares of Rs.1/- each upon exercise of stock options granted under the Companys ESOP Scheme.

Consequent to the issuance of equity shares under ESOP Scheme, the Paid-up Share Capital of the Company as on 31st March 2023 stood at ^960,519,420 comprising of 960,519,420 equity shares of T1 each.

As on 31st March 2023, promoters shareholding in the Company was 3.99%.

6. CREDIT RATING

Brickwork Ratings India Private Limited revised the rating assigned to the Company as the issuer of the Listed Bonus Preference Shares to ‘BWR A- stable/downgrade & resolved from ‘BWR A Credit Watch with Negative Implications and simultaneously withdrawn the same on account of full redemption of the said Bonus Preference Shares.

7. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

As on 31st March 2023, your Company had 19 (nineteen) subsidiaries comprising of 3 (three) domestic direct/stepdown subsidiaries and 15 (fifteen) overseas direct/stepdown subsidiaries and 1 (one) Joint Venture Company.

During the year under review:

Pantheon Productions Limited, an overseas step-down subsidiary company of the Company was dissolved with effect from 23rd September 2022;

Zee Studios International Limited, an overseas step-down subsidiary company of the Company was dissolved with effect from 23rd September 2022; and

25% stake held by the Company in Asia Today Thailand Limited, an associate company of the Company was sold by the Company on 21st December 2022. Accordingly, Asia Today Thailand Limited ceased to be an Associate Company of the Company with effect from 21st December 2022.

Subsequent to closure of financial year:

Expand Fast Holdings (Singapore) Pte Limited, an overseas step- down subsidiary company of the Company was struck off with effect from 4th September 2023; and

Zee UK Max Limited, an overseas wholly-owned step-down subsidiary company of the Company has been incorporated in UK on 28th September 2023.

Entire stake in Zingool Unmedia Limited (formerly known as Zee Unimedia Limited), step-down subsidiary company of the Company (‘ZUL) was sold by Zee Studios Limited, wholly-owned subsidiary of the Company on 17th August 2023. Hence, ZUL ceased to be a stepdown subsidiary of the Company with effect from 17th August 2023.

Apart from the above, there was no change in the number of Subsidiary/ Associate/ Joint Venture of the Company either byway of acquisition or divestment or otherwise during the year under review.

Your Company is in compliance with the FEMA regulations with respect to downstream investments.

In accordance with the provisions of Regulation 16(1 )(C) of the Listing Regulations pertaining to the threshold for determining Material Subsidiary of the Company, there was no Material Subsidiary of the Company during the financial year 2022-23.

The policy for determining material subsidiaries of the Company is available on the website of the Company at https://assets.zee.com/ wp-co nte nt/u p lo a ds/2 02 0/0 9/Policy-on-mate rial-subsidiary.pdf

In compliance with Section 129 of the Act, a statement containing the salient features ofthe financial statements of all subsidiaries, associate and joint venture companies of the Company in the prescribed Form AOC-1 forms part of this Annual Report as Annexure A.

In accordance with Section 136 of the Act, the Audited Financial Statements including the Consolidated Financial Statements and related information of the Company and the financial statements of each of the subsidiary companies are available on the website of the Company at https://www.zee.com/investors/investor-financials/

8. COMPOSITE SCHEME OF ARRANGEMENT

The Board of Directors of the Company at its Board Meeting held on 21st December 2021 had considered and approved (subject to requisite approvals/consents) the Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Act amongstthe Company, Bangla Entertainment Private Limited (‘BEPL) and Culver Max Entertainment Private Limited (formerly known as Sony Pictures Networks India Private Limited) (‘CMEPL) and their respective shareholders and creditors (‘Scheme). The Scheme provides for, inter alia, the merger of the Company and BEPL into CMEPL; the consequent issue of equity shares of CMEPL to the shareholders of the Company and BEPL, in accordance with Sections 230 to 232 ofthe Act; dissolution without winding up of the Company and BEPL; appointment of Mr. Punit Goenka, Managing Director & Chief Executive Officer of CMEPL on the terms set out in the Scheme; and amendment of the Articles of Association of CMEPL. The Scheme is sanctioned/approved by:

The BSE Limited and the National Stock Exchange of India Limited vide their observation letters dated 29th July 2022;

The Competition Commission of India vide its letter dated 4th October 2022;

Shareholders of the Company at the meeting held on 14th October 2022 convened underthe directions ofthe National Company Law Tribunal, Mumbai Bench (‘NCLT);

The Official Liquidator byway of report dated 3 rd January 2023 on the Scheme, inter alia, stating that the affairs ofthe Company have been conducted in a proper manner and raising no objections to the Scheme;

The Regional Director, Western Region, Ministry of Corporate Affairs, byway of report dated 10th January 2023, inter alia, stating that he did not have any objections to the Scheme; and

On the basis of the above no-objections and approvals, the NCLT by order dated 10th August 2023 sanctioned the Scheme.

The Company is in the process of making an application with the Ministry of Information and Broadcasting for transfer of the licenses relating to the up-linking and down-linking of television channels obtained by the Company to CMEPL, pursuant to the Scheme.

The Scheme shall become effective upon fulfilment of all the conditions precedents mentioned in the Scheme.

The Scheme is in the interest ofthe shareholders, creditors, and all other stakeholders of the Company, CMEPL and BEPLand the public at large.

9. EMPLOYEE STOCK OPTION SCHEME

An aggregate of 3,705 Stock Options granted by the Company in pursuance of ZEE ESOP Scheme 2009 to Mr. Punit Misra, President - Content and International Markets, were outstanding as on 1st April 2022. Upon exercise of vested Stock Options by Mr. Misra, 3,705 Equity Shares were issued and allotted to him during FY 2022-23 and no unvested Stock Option was outstanding since then.

Requisite disclosures as required under Regulation 14 of Securities and Exchange Board of India (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021 is annexed to this Annual Report as Annexure B. The Secretarial Auditors of the Company M/s. Vinod Kothari & Co., Company Secretaries (Firm Registration No. P1996WB042300) have certified that the Companys Employee Stock Option Scheme has been implemented in accordance with the Securities and Exchange Board of India (Share-Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the shareholders.

Further, during the period under review, as a part of conditions precedent as per the Merger Cooperation Agreement amongst the Company, BEPL and CMEPL, the Board of Directors, in their meeting held on 11th November 2022, approved the termination of ZEEL ESOP Scheme 2009 with immediate effect.

10. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, total CSR obligation of the Company was ^37,47,28,441 as per Section 135 of the Act.

The Company had contributed an aggregate of Rs.37,47,28,441 towards various CSR Projects detailed in the Annual Report on CSR annexed to this report which includes Rs.11,90,65,303, allocated for the ongoing projects and transferred to ‘the Unspent CSR Account for FY 2022-23 of the Company on 27th April 2023 as per provision ofthe Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (‘CSR Rules) as amended from time to time.

In compliance with the provisions of Section 135 of the Act and CSR Rules as amended from time to time, Annual Report on CSR activities for the financial year ended 31st March 2023 is annexed to this Annual Report as Annexure C.

11. CORPORATE GOVERNANCE AND POLICIES

In order to maximise shareholders value on a sustainable basis, your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Listing Regulations, applicable provisions ofthe Act and applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI).

In terms of Schedule V of the Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by M/s. Vinod Kothari & Co., Company Secretaries (Firm Registration No. P1996WB042300), Secretarial Auditors of the Company forms part of this Annual Report. Management Discussion and Analysis Report as per Listing Regulations is presented in a separate section forming part ofthisAnnual Report.

In compliance with the requirements of the Act and the Listing Regulations, your Board had approved various Policies including Code of Conduct for Directors and Senior Management, Policy for Determining Material Subsidiary, Document Preservation Policy, Policy for Determination of Materiality of Events and Information, Fair Disclosure Policy, CSR Policy, Whistle-Blower & Vigil Mechanism Policy, Policy on Dealing with Materiality of Related Party Transaction, Nomination and Remuneration Policy, Insider Trading Code and Dividend Distribution Policy. These policies & codes along with the Directors Familiarisation Programme and terms and conditions for appointment of Independent Directors are available on Companys website at https://www.zee.com/corporate-governance/.

In compliance with the requirements of Section 178 of the Act, the Nomination & Remuneration Committee of your Board had fixed various criteria for nominating a person on the Board which inter alia includes the requirement of desired size and composition of the Board, age limits, qualification, experience, areas of expertise and independence of individual.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

I. Board of Directors

The Company has a balanced Board with a combination of Executive and Non-executive Directors. The Board currently comprises of 6 (six) Directors including 1 (one) Executive Director, 1 (one) Non-executive Director and 4 (four) Independent Directors which includes one Independent Woman Director.

During the year under review:

a. Mr. R. Gopalan was re-appointed as an Independent Director of the Company for the second term of three years from expiry of his first term on 24th November 2022.

b. Mr. Piyush Pandey ceased to be an Independent Director of the Company upon completion of his first term of three years on 23rd March 2023.

Requisite intimations with respect to the changes in Directors during the year have been made to and approved by the Ministry of Information and Broadcasting.

Subsequent to the financial year, the re-appointment of Ms. Alicia Yi (DIN: 08734283) as an Independent Director of the Company for a second term of 3 years effective from 24th April 2023 to 23rd April 2026 did not get requisite majority of votes from Shareholders of the Company as required under regulation 25 (2A) of the Listing Regulation. Consequently, Ms. Alicia Yi ceased to be an Independent Director of the Company with effectfrom 13th July 2023.Subsequently, based on the recommendation of Nomination & Remuneration Committee and subjectto the approval of the shareholders, the Board had approved the appointment of Ms. Deepu Bansal (DIN: 09497525) as an Additional Director in the category of Independent Director of the Company for a term of 3 years effective from 13th October 2023.

The Nomination & Remuneration Committee after considering the performance evaluation of Mr. Vivek Mehra and Mr. Sasha Mirchandani during theirfirstterm ofthreeyears and considering their knowledge, acumen, expertise, experience and substantial contribution and time commitment, has recommended to the Board their re-appointment for a second term of three years. Based on the recommendation of the Nomination& Remuneration Committee,the Board, atits meeting

held on 9th November 2023, has recommended the reappointm* of Mr. Vivek Mehra and Mr. Sasha Mirchandani as Independf Directors, not liable to retire by rotation, for a second term of thi years effective from 24th December 2023 to 23rd December 2026

Accordingly, the notice of ensuing Annual General Meeting (‘AG includes following proposals, seeking members approval by wa> Special Resolutions for:

appointment of Ms. Deepu Bansal as an Independent Direc of the Company for a term of 3 years effective from 13th Octol 2023; and

re-appointment of Mr. Sasha Mirchandani and Mr. Vivek Mehra Independent Directors for the second term of 3 years from exp of their first term on 23rd December 2023.

Your Company has received notices from the members proposing appointment of Ms. Deepu Bansal and re-appointment of Mr. Sas Mirchandani and Mr. Vivek Mehra as Independent Directors. Furth based on performance evaluation process and communicat received from them, the Board of Directors has ensured that tf continue to meet the criteria of Independence.

Declaration of independence from Independent Directors

In terms of Section 149 of the Act and Regulation 16(1)(b) of the List Regulations, Mr. R. Gopalan, Mr. Sasha Mirchandani, Mr. Vivek Mel and Ms. Deepu Bansal are Independent Directors of the Compan

The Company has received the following declarations from all i Independent Directors confirming that:

they meet the criteria of independence as prescribed under i provisions of the Act, read with the Schedules and Rules issi thereunder, as well as of Regulation 16 (1) (b) of the List Regulations.

in terms of Rule 6(3) of the Companies (Appointment a Qualification of Directors) Rules, 2014, they have register themselves with the Independent Directors database maintair by the Indian Institute of Corporate Affairs.

in terms of Regulation 25(8) of the Listing Regulations, they < not aware of any circumstance or situation, which exist or may reasonably anticipated, that could impair or impact their ability discharge their duties.

In terms of Regulation 25(9) of the Listing Regulations, based on i declarations received from the Independent Directors, the Boarc Directors has ensured the veracity of the disclosures made unc Regulation 25(8) of the Listing Regulations by the Independf Directors of the Company. The Board is satisfied of the integr expertise and experience (including proficiency in terms of Sect 150(1) of the Act and applicable rules thereunder) of all Independf Directors on the Board.

Number of meetings of the Board

During the financial year 2022-23, the Board of Directors me (Four) times. The details of the meetings of the Board of Direct of the Company convened and attended by the Directors during i financial year 2022-23 are given in the Corporate Governance Rep

Retirement by rotation

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act (including any statutory modification(s) or reenactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Adesh Kumar Gupta, Non-executive Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible has offered himself for re-appointment. Your Board recommends his re-appointment. A resolution seeking shareholders approval for his re-appointment along with other required details form part of the AGM Notice.

The Managing Director & CEO and Independent Directors of the Company are not liable to retire by rotation.

II. Key Managerial Personnel

Key Managerial Personnel of the Company as on 31st March 2023 comprised of Mr. Punit Goenka, Managing Director & CEO, Mr. Rohit Kumar Gupta, Chief Financial Officer and Mr. Ashish Agarwal, Chief Compliance Officer & Company Secretary.

13. PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Listing Regulations, the evaluation of annual performance of the Directors, Board and Board Committees was carried outforthe financial year 2022-23. The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Annual Report.

Performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated in a separate meeting of Independent Directors.

Further, at the board meeting, followed by the meeting of the independent directors, 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.

14. BOARD COMMITTEES

In compliance with the requirements of Act and Listing Regulations, your Board has constituted various Board Committees including Audit Committee, Risk Management Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of the constitution of these Committees are available on the website of the Company at https://www.zee.eom/corporate-governance/#. 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 which is annexed to this report. 15

15. AUDITORS Statutory Audit

At the 40th AGM held on 30th September 2022, the Shareholders had approved the appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) as Statutory Auditors of the Company until the conclusion of the 45th AGM at a remuneration to be determined by the Board of Directors of the Company in addition to the out of pocket expenses as may be incurred by them during the course of the Audit.

The Statutory Audit Report of M/s. Walker Chandiok & Co LLP, Chartered Accountants, do not contain any qualification, reservation or adverse remarks on Standalone and Consolidated Audited Financial Results of the Company for the financial year 2022-23. The Auditors Reports are enclosed with the financial statements in the Annual Report.

Secretarial Audit

During the year under review, M/s. Vinod Kothari & Co., Company Secretaries (Firm Registration No. P1996WB042300) were appointed as the Secretarial Auditors to conduct the Secretarial Audit of your Company for the financial year ended 31st March 2023. The unqualified Secretarial Audit report is annexed to this Annual Report as Annexure D.

Further, pursuant to the provisions of Regulation 24A read with SEBI Circular no. CIR/CFD/CMD1/27/2019 dated 8th February 2019, the Secretarial Compliance Report, issued by Secretarial Auditors of the Company, confirming that the Company had complied with all applicable SEBI Regulations/circulars/guidelines during the financial year ended 31st March 2023, was filed with the stock exchanges.

Cost Audit

In compliance with the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, M/s. Vaibhav P Joshi & Associates, Cost Accountant, (Firm Registration No. 101329) was appointed as Cost Auditor to conduct the Audit of Cost Records of the Company for financial year 2022-23. Requisite proposal for ratification of remuneration payable to the Cost Auditor for FY 2022- 23 by the Members as required under Rule 14 of the Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing AGM.

The Company has maintained cost accounts and records in accordance with the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

16. HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

In the fiscal year 2022-23, the Company continued its journey of transformation, building on the successes of FY21-22. Our focus remained on reshaping the organisation for success in a fast- evolving digital world, despite the ongoing challenges posed by the global pandemic. We emphasised excellence in culture & capability, leadership, employee experience, diversity, employer brand, and our unwavering commitmentto recognising our employees achievements through our rewards and recognition programmes.

We stand at the forefront of fostering an exceptional culture of ongoing upskilling and excellence. The Academy of Excellence, our guiding beacon, is framed through a robust 4X4 Framework, showcasing pillars of Compliance, ZEEcademy, Lead-Your-Ship & Techno-Functional Academy (Compliance, Digital Learning, Leadership Development, and Techno-Functional Skills) cut across by the beams of Integrated Academic Journeys, Assessments & Certifications, Learner Centric Technology & Career Progression.

Leadership development under the Lead-Your-Ship pillar has been exemplary, with the Arise & Aspire initiatives amassing over 15,000+ man hours, and 1800+ (leader and individual contributor) man days signifying robust engagement and dedication across our teams. ZEEcademy, our digital learning platform, boasts a notable 99.5% adoption rate, over 57% monthly active user rate, and exceeding 92% content completion rate. It has grown from just 100 initial learners to

a whopping 3572 learners, consistently breaking AMEA and global benchmarks. A significant leap in our Net Promoter Score (NPS), from 28 to 63, underscores the marked enhancement in learner satisfaction and the substantial upscaling of our organisational capabilities. Our adherence to compliance is paramount, reflected in the 100% completion of modules such as Digital Induction and POSH. This unwavering commitment to regulatory standards is the cornerstone of our organisational ethos.

Our innovative strategies have been globally acclaimed, receiving 20 Indian and international awards from prestigious bodies like Brandon Hall, TISS CLO, ET HR World, Financial Times, Business Standards and which is a testimony of our impactful developmental and capabilities practices.

Recognising the importance of fostering a culture of appreciation, we have made significant efforts to improve how our employees are recognised. Our initiative aims to simplify and streamline the recognition process, making it real-time and inclusive. As a result of these efforts, we are proud to have received two prestigious awards in FY23: the Titan Business Award in November 2022 and the ET Human Capital Award in February 2023. These accolades affirm our commitment to cultivating a culture of appreciation at ZEE.

At ZEE, Diversity, Equity, and Inclusion (D&l) are pivotal to our corporate ethos. Our commitment to D&l is reflected through various initiatives, including the ‘ZEE DEI Digest5 podcast, ‘Embracing Equity5 celebrations, and ‘DigitALL5 for empowering our teams. We maintain a gender-neutral median salary and prioritise inclusive facilities in our office design. Our unwavering dedication to D&l is instrumental in creating a dynamic and adaptable workforce, poised to excel in todays interconnected market.

At ZEE, we prioritise our employees5 well-being and safety. Weve introduced various measures, including on-site medical services, counselling, wellness events, health checks, yoga sessions, and blood donation drives. Our offices are equipped with advanced safety features. We offer competitive insurance, supportive leave policies, and a secure work environment to ensure their care and protection.

Thefiscalyear2022-23 has been marked by exceptional achievements, recognising our commitmentto HR excellence, employee well-being, and a culture of appreciation. Looking ahead, we remain dedicated to raising the bar for excellence, pushing boundaries, and shaping the future of HR at ZEE. We are laser focused on refining and elevating our learning programmes, based on employee feedback and industry best practices, to ensure continuous improvement and drive innovation within ZEE. Our vision remains steadfast—to uphold ZEEs position as a trailblazer in the realm of employee development and organisational culture.

Requisite disclosure in terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of remuneration of Directors, Key Managerial Personnel and Employees of the Company is annexed to this report as Annexure E.

17. CONSERVATION OFENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is in the business of Broadcasting of General Entertainment Television Channels and extensively uses world-class technology in its Broadcast Operations. However, since this business does not involve any manufacturing activity, most of the Information

required to be provided under Section 134(3) (m) of the Act read with the Companies (Accounts) Rules, 2014, are Nil/Not applicable. The information, as applicable, are given hereunder:

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

Technology Absorption: Your Company has made significant progress towards a Globally Integrated Media Interface Machine with an interoperable constellation of solutions which span Integration with Global Digital and Social Distribution Platforms, Sports, Live Events and Digital and OTT Platforms. Using advanced interfaces including SCTE based content management, Ad Serving Infra and FAST and Cloud Interfaces, the Company stands transformed as a major player in a mixed delivery landscape.

Having successfully carried out major upgradations in liner broadcast, redundant media architectures, disaster recovery and OTT it now delivers content globally using its media fabric comprising of physical and cloud components fabric. It has also embraced a new Security Services Architecture for security of content and a Distribution Services Architecture for cutting edge delivery devices including intelligent decoders, cloud, streaming and linear deliveries.

Foreign Exchange Earnings &Outgo: During the financial year 2022- 23, the Company had Foreign Exchange earnings of Rs.5,262 million and outgo of Rs.2,034 million.

18. 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 and the Listing Regulations are contained in Note No. 50 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 an arms length basis, in the ordinary course of business and in compliance with the applicable provisions of the Act, Listing Regulations and Policy on dealing with and materiality of Related Party Transactions. During FY 2022-23, there were no material Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential conflict with the interest of the Company at large.

All related party transactions, specifying the nature, value, terms and conditions of the transactions including the arms length justification, were placed before the Audit Committee for its approval and statement of all related party transactions carried out was placed before the Audit Committee for its review on a quarterly basis. During the year under review, there have been no material related party transactions entered into by the Company 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. In accordance with the approach and directives of the Board of Directors, the transactions with related parties (other than subsidiaries) have been reduced during the year under review.

iii. Risk Management: YourCompany has well-defined operational processes to ensure that risks are identified and the operating management is responsible for identifying and implementing the mitigation plans for operational and process risks. Key strategic and business risks are identified and managed by senior management team with active participation of the Risk Management Committee. The risks that matter and their mitigation plans are updated and reviewed periodically by the Risk Management Committee of your Board and integrated in the Business plan for each year. Further, subseguent to implementation of stringent policies on content advances as per the Risk Management Committee directives which include parameters like milestone-based advances etc., the committee also regularly monitors the adherence of the policy to ensure the level of advances commensurate with the operations of the Company. 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, currently, there are no risks that may threaten the existence of the Company.

iv. Vigil Mechanism: The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees, in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behaviour. The details of the policy have been disclosed in the Corporate Governance Report, which forms part of this Annual Report and is also available on website of the Company at https://assets.zee.com/wp- content/uploads/2021/07/13170747/Whistle-Blower-n-Vigil- Mechanism-policy-updated.pdf.

v. 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 and provides guidance for strengthening of such controls wherever necessary. During the year under review, no fraud has been reported by the Auditors to the Audit Committee or the Board.

vi. Compliance with Secretarial Standards: Your Company has complied with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India, relating to Board Meetings and General Meetings.

vii. Deposits & Unclaimed Dividend/Shares: Your Company has not accepted any public deposit as defined under Chapter V of the Act.

During the year under review, in terms of the applicable provisions of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time (‘IEPF Rules), unclaimed dividend for the financial year 2014-15 aggregating to Rs.2.39 million was transferred to the Investors Education and Protection Fund.

Further, during the year under review, in compliance with the requirements of IEPF Rules, your Company had transferred

37,755 Unclaimed Equity Shares of Rs.1 each to the beneficiary account of IEPF Authority.

Subsequent to the end of the financial year, the Company has transferred unclaimed dividend form financial year 2015-16 amounting to Rs.3 million to the Investor Education and Protection Fund. Further, in compliance with the requirements of IEPF Rules 15,669 equity shares of Rs.1 each in respect of which dividend has not been claimed for seven consecutive years were transferred to beneficiary account of IEPF Authority.

The said Unclaimed Dividend and/or Unclaimed Equity Shares can be claimed by the Shareholders from IEPF Authority after following process prescribed in IEPF Rules. During FY 2022-23, an aggregate of 262 Unclaimed Equity Shares of the Company were re-transferred by the IEPF Authority to the beneficiary accounts of respective Claimants, upon specific refund claims and completion of verification process by the Company and IEPF Authority.

viii. Annual Return: Pursuant to the amended provisions of Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return in Form MGT-7 is available on website of the Company at www.zee.com.

ix. Sexual Harassment: Your Company is committed to provide safe and conducive working environment to all its employees (permanent, contractual, temporary and trainees etc.) and has zero tolerance for sexual harassment at workplace. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder, your Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace and has constituted Internal Committees across various locations to redress complaints received regarding sexual harassment.

During the year under review, one complaint was received by the Company and was investigated in accordance with the procedure and resolved.

Hence, no complaint is pending at the end of the FY 2022-23.

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

xi. The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

xii. Induslnd Bank Limited (Induslnd Bank) had filed an application for initiation of Corporate Insolvency Resolution Process (‘CIRP) against the Company before the NCLT, claiming debt and default of Rs.83.08 crore. The Company had filed an Interlocutory Application before the NCLT seeking an outright dismissal/ rejection of the petition filed by Induslnd Bank. The NCLT pronounced its order admitting the Company to CIRP on 22nd February 2023. Challenging the said Order, an appeal was filed by Mr. Punit Goenka, Managing Director & CEO of the Company before the National Company Law Appellate Tribunal (‘NCLAT). The NCLAT directed Induslnd Bank to file its reply and the Company to file rejoinder. The appeal was listed for final disposal on 29th March 2023 and till that time the order dated 22nd February 2023 passed by NCLT was stayed. On 29th March 2023, the Company and Induslnd bank entered into

a settlement agreement pursuant to which all disputes and claims have been settled by 30th June 2023. Induslnd Bank has also withdrawn its objection to the scheme on the basis of the settlement. Accordingly, in view of the settlement between the Company and Induslnd Bank, impugned order dated 22nd February 2023, is set aside and appeal filed by Induslnd Bank is disposed-off.

IDBI Bank Limited (IDBI Bank) had also filed an application for initiation of CIRP against the Company before the NCLT claiming debt and default of Rs.149.6 crore. The Company filed an application before the NCLT under Section 10A of the Insolvency and Bankruptcy Code, 2016 (‘IBC) seeking dismissal of IDBI Banks application. The NCLT, vide order dated 19th May 2023, allowed the Companys application under Section 10A and dismissed IDBI Banks application stating that it is barred under Section 10A of the IBC and it is not in accordance with the intent and purport of the IBC. Challenging the said order, IDBI Bankhas filed anappeal before the NCLAT, which is listed for hearing on 8th December 2023.

Indian Performing Right Society Ltd (‘IPRS) had also filed an application for initiation of CIRP against the Company, before NCLT, claiming a default of Rs.211.41 crore. The Company and IPRS entered into a settlement agreement by which all disputes and claims were settled. IPRS withdrew the application filed under IBC and Companies Act (objecting to the approval of the Scheme) and the NCLT disposed-off the matter by order dated 9th March 2023.

As on date, there is no proceeding pending before the NCLT under the Insolvency and Bankruptcy Code, 2016, for initiating of CIRP against the Company.

xiii. Standard Chartered Bank (SCB) had sanctioned certain credit facilities to Siti Networks Limited (the Borrower) which was inter-alia secured by DSRA support and undertaking of the Company. Since, the Borrower has defaulted in its debt repayment obligations to SCB, the Company has entered into one-time settlement agreement with SCB in respect of DSRA Claims/Undertaking in the interest of amicably resolving the issues between the parties.

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, in relation to the Annual Accounts for the financial year 2022-23, your Directors confirm that:

(a) The Annual Accounts of the Company have been prepared on a going concern basis;

(b) In the preparation of the Annual Accounts, the applicable accounting standards had been followed and there is no material departures;

(c) The accounting policies selected were applied consistently and the judgements and estimates related to these annual accounts 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 on 31st March, 2023, and, of the profits of the Company for the financial 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 Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect any fraud and other irregularities;

(e) Requisite internal financial controls to be followed by the Company were laid down and that such internal 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 that such systems are adequate and are operating effectively.

20. ACKNOWLEDGEMENTS

Employees are vital and the most valuable assets of your Company. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation for the contribution and efforts made by all the employees in ensuring excellent all-round performance. Your Board also thanks and expresses its gratitude for the support and co-operation received from all the stakeholders including viewers, producers, customers, vendors, advertising agencies, investors, bankers and regulatory authorities.

For and on behalf of the Board
R. Gopalan
Chairman
DIN: 01624555

Place: Mumbai

Date: 22nd November 2023