Zee Entertainment Enterprises Ltd Directors Report

To the Members,

The Board of Directors are pleased to present the 42^nd Annual Report of Zee Entertainment Enterprises Limited (RsZEERs or Rsthe CompanyRs) along with the audited financial statements (standalone and consolidated) for the financial year ended March 31, 2024.

1. Financial Results

The financial performance of your Company for the financial year ended March 31, 2024 is summarized below:

(C in Million)

Particulars	Standalone Year Ended		Consolidated Year Ended
	March 31, 2024	March 31, 2023	March 31, 2024	March 31,2023
Revenue from Operations	80,750	74,219	86,372	80,879
Other Income	1,123	2,732	1,293	797
Total Income	81,873	76,951	87,665	81,676
Total Expenses	74,430	66,753	81,074	73,639
Share of Associates / Joint Ventures	-	-	4	(1)
Exceptional Items	(3,129)	(6,668)	(2,784)	(3,355)
Profit Before Tax	4,314	3,530	3,811	4,681
Provision for Taxation (net)	1,299	1,891	1,819	2,167
Profit after Tax from continuing operations	3,015	1,639	1,992	2,514
Loss from discontinuing operations	-	-	(578)	(2,037)
Profit after Tax from continuing and discontinuing operations	3,015	1,639	1,414	478

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 occurred after close of the financial year till the date of this report, which affect the financial position of the Company.

2. Consolidated Financial Statement

In accordance with the provisions of the Companies Act, 2013 (RsActRs), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (RsListing RegulationsRs) and applicable Accounting Standards, the consolidated audited financial statements of the Company for the financial year 2023-24 together with the AuditorsRs Report forms part of this Annual Report.

3. Dividend

Your Board has recommended payment of C 1 per equity share of the face value of C 1 each as final dividend for the financial year ended March 31, 2024, subject to the approval of the Members of the Company at the ensuing Annual General Meeting (RsAGMRs). This final dividend shall be payable on the outstanding Equity Share Capital of the Company as on Record Date i.e. Friday, November 8, 2024. The expected outflow on account of equity dividend, based on current Paid-up Equity Share Capital of the Company, would aggregate to C 961 million.

The dividend recommended is in accordance with the CompanyRss Dividend Distribution Policy. The said Policy is available on the CompanyRss website at https://assets.zee.com/wp-content/ uploads/2020/09/Dividend-Distribution-Policy.pdf.

Transfer to Reserves

The closing balance of the retained earnings of the Company for the financial year 2023-24, after all appropriations and adjustments was C 73,598 million.

4. Business Overview

As per EY FICCI report published in March 2024, the Media & Entertainment (M&E) sector grew at 8% in 2023. The sector is now 21% above its pre-pandemic levels largely driven by digital and online gaming. However, television, print and radio are still lower than their 2019 levels.

In 2023, the Linear TV industry declined by 2% led by a 7% decline in TV advertising due to a slowdown in spending by gaming and Direct to consumer (D2C) brands, which impacted revenues for premium properties. Linear TV advertising is also impacted by slower FMCG Ad spending environment. This decline in TV advertising was partially offset by an increase in subscription revenue led by the implementation of NTO 3.0 in February 2023.

In FY24, your CompanyRss operating revenue increased by 7% year-over-year (YoY). Advertising revenues remained flat at C 40,577 million, reflecting a soft pace of recovery in consumption demand, particularly for FMCG companies due to the rural demand slowdown, and weak spending sentiment among new- age companies. Subscription revenues increased by 10% YoY to C 36,660 million led by NTO 3.0 implementation and growth in digital subscription revenue especially in ZEE5 & Music. Further, Other sales and services was up 32% led by strong movie content performance and syndication deals.

In domestic broadcasting business, your Company continued to be amongst IndiaRss leading TV entertainment networks and had a good year in terms of linear viewership gains in most of its key frontline General Entertainment Channels (GEC). It gained 30 bps in network share from 16.8% in FY23 to 17.1% in FY24 driven by increase in viewership share in Zee Telugu, Zee Tamil, Zee Keralam and Zee Hindi movies channels (HMC).

In the International broadcasting business, the portfolio consists of over 40+ dedicated channels and over 70+ pass-through channels that covers 120+ countries. The international broadcasting business has adopted a strategy of bringing Indian content to the world. The content produced by the parent network in India is broadcasted overseas, and your Company is one of the pioneers in the M&E industry to achieve this. Additionally, your Company also produces local language content in select international markets.

Turning to the digital business including ZEE5, revenue has grown at a Compounded Annual Growth Rate (CAGR) of 29% since FY22 to C 9,195 million. This strong growth is driven by focused investments in creativity and innovation, strategically strengthening ZEE5 presence across India, offering enhanced viewing experiences, and delivering increased value to its viewers. ZEE5 original contents are well received by its viewers. ZEE5 has also become one of the top-rated OTT platform apps, both on iOS and Android Play Store.

In FY24, ZEE5 Global launched ZEE5 Global Add-ons, which aggregates multiple South Asian streaming platforms within ZEE5 itself to offer consumers an unrivalled content offering across 15 languages and at unmatched prices. This further cements ZEE5Rss leadership position as the No.1 South Asian streaming platform in the US market and positions it as largest single point destination for South Asian content in the market. ZEE5 Global closed FY24 as the No. 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.

FY24 was also a strong year for your companyRss movies business with “Gadar 2” joining the prestigious I 500 Cr+ gross box office collection club. Some other key Hindi movie successes include “The Kerala Story,” “12^th Fail,” “Kisi Ki Bhai Kisi Ki Jaan,” and “Bas Ek Bandaa Kaafi Hai”. And in other languages “Bro,” “King of Kotha,” and “Gude Gude Cha.” This strong movie performance across theatrical and syndication contributed to the 31.5% YoY growth in other sales and services.

Zee Music Company (ZMC), your companyRss music publishing label business is the 2^nd largest music label with more than ~149 million subscribers on YouTube in India. Having acquired an expansive catalogue of music rights across languages, it earned the status of Rssecond-most listened toRs Indian music label in a short period of time. Its catalogue now consists of over 14,000+ songs across over 22 languages.

5. Changes in Capital Structure

During the year under review, there is no change in the paid-up share capital of the Company.

The Paid-up Share Capital of the Company as on March 31, 2024 stood at C 960,519,420 comprising of 960,519,420 equity shares of C 1 each.

As on March 31, 2024, promotersRs shareholding in the Company was 3.99%.

6. Foreign Currency Convertible Bonds

Subsequent to the financial year, the Board of Directors of the Company at its meeting held on July 16, 2024, approved the raising of funds by issuance of 5% coupon, unsecured, unlisted, foreign currency convertible bonds up to USD 239,000,000 divided in to 10 series, maturing in 10 years (RsFCCBsRs) on a private placement basis to Resonance Opportunities Fund, St. JohnRss Wood Fund Limited and Ebisu Global Opportunities Fund (RsInvestorsRs) on such terms and conditions as decided between the Company and the Investors. The proceeds of each series of FCCBs shall be drawn in multiple tranches.

Post receipt of the requisite approvals, the Company has received remittance of USD 23,900,000 being the first tranche of all 10 series from Investors towards subscription of FCCBs. Considering the receipt of remittance, 23,900 FCCBs of USD 1000 each were allotted to the Investors on a private placement basis on August 12, 2024.

As on date of this report, 23,900 FCCBs of USD 1000 each have been issued and allotted by the Company to the Investors. Accordingly, the Company has outstanding FCCBs of USD 23.90 million maturing in 10 years. At the discretion of bond holders and subject to the requisite regulatory approval, the FCCBs can be converted into fully paid-up equity shares of C 1 each of the Company at the conversion price of C 160.20 per equity share.

7. Credit Rating

During the year under review, no credit rating has been obtained by the Company with respect to its securities.

8. Subsidiaries, Associates & Joint Ventures

As on March 31, 2024, your Company had 18 (eighteen) subsidiaries comprising of 2 (two) domestic direct subsidiaries and 16 (sixteen) overseas direct/stepdown subsidiaries and 1 (one) Joint Venture Company. Further, the Company had no Associate Company as on March 31, 2024.

During the year under review:

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

• Zee Entertainment UK Limited (formerly Zee UK Max Limited), an overseas wholly owned step-down subsidiary company of the Company has been incorporated in UK on September 28, 2023; and

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

Subsequent to the closure of the financial year, Zee Media Kenya Limited, an overseas wholly-owned step-down subsidiary company of the Company has been incorporated in Kenya on June 21, 2024.

Apart from the above, there was no change in the number of Subsidiary/Associate/Joint Venture of the Company either by way 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, ATL Media Limited was a Material Subsidiary of the Company during the financial year 2023-24. There is no Material Subsidiary of the Company during the financial year 2024-2025.

The policy for determining material subsidiaries of the Company is available on the website of the Company at https://assets.zee. com/wp-content/uploads/2020/09/Policy-on-material-subsidiary. pdf.

In compliance with Section 129 of the Act, a statement containing the salient features of the 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/

9. Composite Scheme of Arrangement

The Board of Directors of the Company, at its meeting held on December 21, 2021 had considered and approved a Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, amongst the Company, Bangla Entertainment Private Limited (RsBEPLRs) and Culver Max Entertainment Private Limited (formerly known as Sony Pictures Networks India Private Limited) (RsCMEPLRs) (collectively, the RsPartiesRs) and their respective shareholders and creditors (RsSchemeRs). The Parties also executed a Merger Co-operation Agreement (RsMCARs) to record their mutual understanding and agreement in relation to the Scheme. The Scheme received the requisite approvals/no- objections from shareholders and regulatory authorities including Competition Commission of India (RsCCIRs), Regional Director (Western Region), the BSE Limited (RsBSERs), National Stock Exchange of India Limited (RsNSERs) and Official Liquidator; and was sanctioned by the HonRsble National Company Law Tribunal, Mumbai (RsNCLTRs) vide its orders dated August 10, 2023, and August 11, 2023.

On January 22, 2024, CMEPL and BEPL, (i) issued a notice to the Company purporting to terminate the MCA and seeking a termination fee of US$90 million on account of alleged breaches by the Company of the terms of the MCA; (ii) initiated arbitration against the Company before the Singapore International Arbitration Centre (RsSIACRs); (iii) sought emergency interim reliefs from an Emergency Arbitrator appointed by the SIAC.

On January 23, 2024, the Company issued a reply to CMEPL and BEPL, denying the contents of their letter dated January 22, 2024, and stating that the purported termination of the MCA was wrongful and the claim for termination fee was legally untenable. On January 24, 2024, the Company filed an application before the NCLT seeking directions to implement the Scheme as approved by the shareholders and sanctioned by the NCLT. On February 4, 2024, the Emergency Arbitrator appointed by SIAC, passed an award rejecting the emergency interim reliefs sought by CMEPL and BEPL.

On April 17, 2024, the Company based on legal advice filed an application before the NCLT seeking to withdraw its earlier

application for implementation of the Scheme. On May 23, 2024, based on legal advice, the Company issued a notice to CMEPL and BEPL, terminating the MCA on account of their non-compliance/ omission to fulfil their obligations and hence, their breach of the MCA. On June 24, 2024, the NCLT allowed the application filed by the Company to withdraw its application seeking implementation of the Scheme with liberty to the Parties to pursue their respective remedies as and when warranted and in accordance with law.

Meanwhile, on April 22, 2024, a three-member arbitral tribunal (RsTribunalRs) was constituted by SIAC. On July 27, 2024, the Company filed an application before the Tribunal seeking certain directions in relation to the arbitration proceedings. While the disputes between the Parties were pending before the Tribunal, on August 27, 2024, pursuant to approval of the Board of Directors of the Company, the Company entered into a Settlement Agreement with CMEPL and BEPL, inter alia, to (i) settle all disputes in relation to, arising out of or in connection with the Transaction Documents entered into by and amongst the Parties in respect of the Scheme, (ii) mutually terminate all such Transaction Documents, (iii) withdraw all application(s), claim(s), and/or counterclaim(s) before SIAC and relinquish all rights to file claim(s) and/or counterclaim(s) against each other in relation to and arising out of the Transaction Documents, including their termination and implementation, all claims for the US$90 million termination fee, damages, litigation and other costs incurred etc., and (iv) release each other from any and all claims in relation to the Transaction Documents entered into by the Parties in respect of the Scheme. The fact of the above settlement was also disclosed by the Company to the NSE and BSE on August 27, 2024.

On August 29, 2024, the Company filed an application before the NCLT seeking recall of the sanction order dated August 10, 2023, and withdrawal of the Scheme. CMEPL and BEPL also filed a similar application seeking recall of the sanction order dated August 11, 2023, and withdrawal of the Scheme. Thereafter, on August 30, 2024, CMEPL and BEPL sent an email to the Registrar, SIAC, intimating SIAC that the Parties have entered into the Settlement Agreement, withdrawing their claim(s) and requesting that the Tribunal be discharged, and the arbitration proceedings be concluded. The Company also sent an email to the Registrar SIAC, confirming the contents of the above email sent by CMEPL and BEPL, relinquishing all rights to file claim(s) and/or counterclaim(s), withdrawing all pending application(s) and requesting SIAC to declare that the arbitration proceedings are concluded in light of the settlement. The above was also intimated by the Company to the BSE and NSE on August 30, 2024.

On August 30, 2024, CMEPL and BEPL also sent an email to the Tribunal informing them of the settlement between the parties and requesting the Tribunal to terminate the arbitration proceedings. The Company sent an email to the Tribunal on the same date, confirming the settlement.

On August 30, 2024, the Company also took the following steps in terms of the Settlement Agreement:

(i) sent an email to the CCI, attaching a letter dated August 30, 2024, informing the CCI that the MCA has been mutually terminated by the parties and the Company; (ii) sent a letter to the Ministry of Information and Broadcasting, Government of India (RsMIBRs), informing the MIB that the MCA has been mutually terminated by the parties and therefore, the Scheme cannot be made effective; (iii) filed Form INC-28 with the Registrar of Companies, Mumbai (RsRoCRs), informing the RoC that the Parties have mutually terminated the Transaction Documents entered into in connection with the Scheme and therefore, the Scheme cannot be made effective; and (iv) sent an email to the Collector

of Stamps, Enforcement I, Mumbai (RsStamp AuthorityRs) attaching a letter dated August 30, 2024, informing them that the Scheme cannot be made effective. Similar intimations were also made by CMEPL and BEPL to the CCI, MIB, RoC and the Stamp Authority.

On September 5, 2024, the NCLT passed an order allowing the withdrawal of the Scheme and recalling the order dated August 10, 2023 by which the Scheme was sanctioned. On September 17, 2024, the Tribunal passed an order terminating the arbitration proceedings. Separately, on October 9, 2024, the NCLT passed an order in the application filed by CMEPL and BEPL allowing the withdrawal of the Scheme and recall of the order dated August 11, 2023.

Additionally, the appeals filed by Axis Finance Limited, IDBI Bank Limited, and IDBI Trusteeship Services Limited against the order dated August 10, 2023 were listed before National Company Law Appellate Tribunal (RsNCLATRs) on September 20, 2024. In view of the order passed by the NCLT on September 5, 2024, the Appellants sought permission to withdraw their respective appeals, which was allowed by the NCLAT and the appeals were dismissed as withdrawn by order dated September 20, 2024 passed by the NCLAT.

Separately, certain applications were filed by Phantom Studios India Private Limited (RsPhantom StudiosRs), a shareholder of the Company, seeking directions for implementation of the Scheme, and pending the disposal of its implementation application, restraining CMEPL and BEPL from taking actions contrary to the sanction of the Scheme. By order dated July 9, 2024, the HonRsble NCLT reserved the aforesaid applications for orders.

Given that (i) the Company, CMEPL and BEPL have mutually terminated all Transaction Documents in relation to the Scheme; (ii) the arbitration proceedings have been terminated; and (iii) the sanction orders passed by the NCLT have been recalled and the Scheme withdrawn from the NCLT, the aforesaid legal proceedings have no impact whatsoever on the Company. Any pending proceedings are now infructuous in light of the aforesaid circumstances, and nothing survives therein.

10. Corporate Social Responsibility

During the year under review, the total CSR obligation of the Company was C 30,65,13,398 as per Section 135 of the Companies Act. The Company had contributed an aggregate of C 30,65,13,398 towards various CSR Projects, as detailed in the Annual Report on CSR annexed to this report. This includes C 27,75,42,592 allocated for ongoing projects and transferred to the RsUnspent CSR Account for FY 2023-24Rs of the Company on April 25, 2024, in accordance with the provisions of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (RsCSR RulesRs), as amended from time to time.

In compliance with the provisions of Section 135 of the Act and the CSR Rules, as amended from time to time, the Annual Report on CSR activities for the financial year ended March 31, 2024 is annexed to this Annual Report as Annexure - B. Furthermore, the Company has adopted a Board Approved CSR policy in compliance with Section 135 of the Act, which can be accessed at https:// assets-prod.zee.com/wp-content/uploads/2024/07/24154052/ ZEE-CSR-Document-without-Budget-column-22-07-24.pdf. The salient features of the CSR Policy are provided in the Annual Report on CSR. Additionally, there were no changes in the CSR policy during the year under review.

11. Corporate Governance and Policies

In order to maximize shareholdersRs 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 of the Act and applicable Secretarial Standards issued by the Institute of Company Secretaries of India (RsICSIRs).

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 of this Annual 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 Familiarization Programme and terms and conditions for appointment of Independent Directors are available on CompanyRss 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. The said policy is available at https:// assets-prod.zee.com/wp-content/uploads/2022/04/22150721/ Nomination-Remuneration-policy-2022-April.pdf and there was no change in the policy during the year under review.

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, and 5 (five) Independent Directors which includes one Independent Woman Director.

During the year under review:

a. Special Resolution for re-appointment of Ms. Alicia Yi (DIN: 08734283) as an Independent Director of the Company for a second term of 3 years effective from April 24, 2023 to April 23, 2026 did not get requisite majority of votes from Shareholders of the Company as required under section 149 (10) of the Act read with regulation 25 (2A) of the Listing Regulation. Consequently, Ms. Alicia Yi ceased to be an Independent Director of the Company with effect from July 13, 2023.

b. Ms. Deepu Bansal (DIN: 09497525) was appointed as an Independent Director of the Company for a term of 3 years effective from October 13, 2023.

c. Special Resolution for re-appointment of Mr. Vivek Mehra (DIN: 00101328) and Mr. Sasha Mirchandani (DIN: 01179921) as Independent Directors of the Company for a second term of 3 years effective from December 24, 2023 to December 23, 2026 did not get requisite majority of votes from Shareholders of the Company as required under section 149 (10) of the Act read with regulation 25 (2A) of the Listing Regulation. Consequently, Mr. Vivek Mehra and Mr. Sasha Mirchandani ceased to be Independent Directors of the Company with effect from December 24, 2023.

d. Mr. Adesh Kumar Gupta, who was a Non-Executive NonIndependent Director of the Company, has vide letter dated October 13, 2023 communicated his inability to continue as a director of the Company post the Annual General Meeting held on December 16, 2023 and withdrew his nomination for re-appointment as Non-Executive Non-Independent Director of the Company. Consequently, Mr. Adesh Kumar Gupta ceased to be a Non-Executive Non-Independent Director of the Company with effect from December 16, 2023.

e. Mr. Uttam Prakash Agarwal (DIN: 00272983), Mr. Shishir Babubhai Desai (DIN: 01453410) and Dr. Venkata Ramana Murthy Pinisetti (DIN: 03483544) were appointed as Independent Directors of the Company for the first term of three years i.e. from December 17, 2023 to December 16, 2026.

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.

Declaration of independence from Independent Directors

In terms of Section 149 of the Act and Regulation 16(1)(b) of the Listing Regulations, Mr. R. Gopalan, Mr. Uttam Prakash Agarwal, Mr. Shishir Babubhai Desai, Dr. Venkata Ramana Murthy Pinisetti and Ms. Deepu Bansal are Independent Directors of the Company.

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

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

• in terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent DirectorRss database maintained by the Indian Institute of Corporate Affairs.

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

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

Number of meetings of the Board

During the financial year 2023-24, the Board of Directors met 17 (seventeen) times. The details of the meetings of the Board of Directors of the Company convened and attended by the Directors during the financial year 2023-24 are given in the Corporate Governance Report which forms part of this Annual Report.

Retirement by rotation

Mr. Punit Goenka, Managing Director & Chief Executive Officer of the Company is appointed for a period of 5 years and whose office is not liable to retire by rotation as per the resolution/approval by shareholders in their meeting dated September 18, 2020. Further, as per clause 93 (d) of Articles of Association (“AOA”) of the Company, the Managing Director shall not while he continues to hold that office be subject to retirement by rotation.

The Board presently comprises of 6 directors i.e. 5 Independent Directors and 1 Managing Director. As per the provisions of section 152(6) of the Act, Independent Directors of the Company are not liable to retire by rotation.

To comply with the provisions of section 152 (6) of the Act and given the present composition of Board, the office of Mr. Punit Goenka, Managing Director & Chief Executive Officer of the Company, as a director is being offered this year for determination by retirement by rotation at the ensuing AGM. The current retirement by rotation and re-appointment, if approved, shall not be deemed to be a break in service as Managing Director & Chief Executive Officer. Your Board recommends his re-appointment. Requisite proposal seeking shareholdersRs approval for his re-appointment along with other required details forms part of the AGM Notice.

II. Key Managerial Personnel

Key Managerial Personnel of the Company as on March 31, 2024 comprised of Mr. Punit Goenka, Managing Director & Chief Executive Officer, Mr. Rohit Kumar Gupta, Chief Financial Officer and Mr. Ashish Agarwal, Company Secretary.

Subsequent to the financial year, Mr. Rohit Kumar Gupta resigned as Chief Financial Officer of the Company with effect from close of the business hours on June 18, 2024 and the resultant vacancy was filled with the appointment of Mr. Mukund Galgali, who has been associated with the Company for more than 17 years and spearheaded the Commercial & Strategic Initiatives of the Company, as an acting Chief Financial Officer - Key Managerial Personnel of the Company with effect from June 19, 2024.

Further, at the 38^th Annual General Meeting held on September 18, 2020, the Members had approved the re-appointment of Mr. Punit Goenka as Managing Director & Chief Executive Officer of the Company for a period of 5 years with effect from January 1, 2020. The Nomination & Remuneration Committee after considering his experience, knowledge, performance evaluation by other Independent Directors, business acumen, expertise, and substantial contribution and time commitment, has recommended to the Board his re-appointment for a period of five years with effect from January 1, 2025. Based on the recommendation of the Nomination & Remuneration Committee, the Board, at its meeting held on October 18, 2024, has approved and recommended to the Members, the reappointment of Mr. Punit Goenka as Managing Director & Chief Executive Officer of the Company for a period of 5 years effective from January 1, 2025.

Accordingly, the notice of the ensuing AGM includes the proposal for re-appointment of Mr. Punit Goenka as Managing Director & Chief Executive Officer of the Company for a term of 5 years effective from January 1, 2025. Requisite details relating to his reappointment form part of the notice of ensuing AGM.

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 out for the financial year 2023-24. 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.com/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.

Further, there have been no instances where the Board has not accepted any recommendation of the Audit Committee.

15. Auditors Statutory Audit

At the 40^th AGM held on September 30, 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 45^th 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 issued by M/s. Walker Chandiok & Co LLP, Chartered Accountants, does not contain any qualification, reservation or adverse remarks on Standalone and Consolidated Audited Financial Results of the Company for the financial year 2023-24. The AuditorsRs 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 March 31, 2024. The unqualified Secretarial Audit report is annexed to this Annual Report as Annexure - C.

Further, pursuant to the provisions of Regulation 24A read with SEBI Circular no. CIR/CFD/CMD1/27/2019 dated February 08, 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 March 31, 2024, was filed with the stock exchanges.

Cost Audit

In compliance with the provisions of Section 148 of the Act read with the 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 the FY-24 and FY-25. Requisite proposal for ratification of remuneration payable to the Cost Auditor for these financial years 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.

The Cost Audit Report for the financial year 2023-24 as issued by M/s. Vaibhav P Joshi & Associates, Cost Accountant, (Firm Registration No. 101329), does not contain any qualification, reservation or adverse remarks.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under section 143(12) of the Act.

16. Human Resources & Particulars of Employees

In the fiscal year 2023-24, the Company continued its journey of transformation, building on the successes of FY22-23. Our focus remained on reshaping the organization for success in a fast-evolving digital world. We emphasized excellence in culture & capability, leadership, employee experience, diversity, employer brand, and our unwavering commitment to recognizing our employeesRs achievements through our rewards and recognition programs.

ZEE has long been a trailblazer in the media and entertainment industry, consistently fostering innovative leadership within its ranks. To maintain its industry leadership and prepare for future disruptions, ZEE has initiated strategic learning and development programs aimed at cultivating a resilient, agile, and future-ready workforce. These efforts focus on building a robust leadership pipeline, ensuring a continuous flow of talent capable of navigating evolving industry challenges and steering the company towards sustained success.

At ZEE, we prioritize our employeesRs well-being and safety. WeRsve introduced various measures, including on-site medical services, counselling 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 care and protection for our employees.

A collaborative work environment is crucial for enhancing productivity in an organisation, and a key element of a thriving work culture is recognizing and appreciating employees. Through our rewards and recognition programs, we have aimed to boost performance and engagement across all levels of the organization and reward exceptional performance and desired behaviours.

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 - D.

17. Conservation of Energy, 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 Set in Motion a series of initiatives to leverage its strength in Content to power multiple business processes with the adaptation of AI and ML. These initiatives launched span areas covering Content Production, Traffic Systems, Playouts, Archival, Retrieval and Distribution. This is complemented by powerful technology led process and business changes which help automate the core functions of the company further leveraging its global competitiveness, optimize manpower wand maximize revenues.

The Company has continued major upgradations in Content Architectures for a massively redundant, persistent and pervasive networking across media. Your CompanyRss Global Media Interface Machine is now further empowered with flexible operating architectures tailored to multiple delivery mechanisms, embracing targeted deliveries to Global Digital and Social Distribution Platforms, Sports, Live Events, Linear, Digital and OTT Platforms. Using Advanced interfaces including multiple SCTE based delivery Ad Serving Infra and FAST and Cloud Interfaces, some of which lead the sector globally, your company now commands a technology superiority outpacing competition.

Foreign Exchange Earnings & Outgo: During the financial year 2023-24, the Company had Foreign Exchange earnings of C 6,346 million and outgo of C 1,871 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 armRss 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 2023-24, 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 armRss 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,

(i) there were no related party contracts or arrangements or transactions entered into by the Company which were not at armRss length basis; and ii) there were no material related party contracts or arrangements or 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: Your Company 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 into the Business plan for each year. Further, subsequent 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. Further, there were no deposits which remained unpaid or unclaimed at the end of the financial year under review. Accordingly, there has been no default in repayment of deposits or payment of interest thereon in the financial year. The Company also confirms that there are no deposits which are not in compliance with the requirements as specified 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 (RsIEPF RulesRs), unclaimed dividend for the financial year 2015-16 aggregating to C 3 million was transferred to the Investors Education and Protection Fund. Subsequent to the the financial year, unclaimed dividend for the financial year 2016-17 aggregating to C 2.91 million was also 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 51,669 Unclaimed Equity Shares of C 1 each to the 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 2023-24, an aggregate of 112 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 https://www.zee.com/corporate-governance/.

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, no complaint was received by the Company and hence, no complaint is pending at the end of the financial year 2023-24.

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

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

xii. Pending arbitration proceedings with Star India Private Limited (RsStarRs)

On August 26, 2022, the Company and Star entered into an Alliance Agreement, by which Star agreed to sub-license television broadcasting rights for ICC menRss cricket events from 2024 to 2027. On January 8, 2024, the Company terminated the Alliance Agreement on account of StarRss repudiatory breach, following which on March 14, 2024, Star invoked arbitration against the Company, and subsequently even Star terminated the Alliance Agreement on June 20, 2024. A three-member arbitral tribunal has been constituted to adjudicate the dispute, and on September 16, 2024, Star has filed its Statement of Case along with its Expert Report on damages/losses claimed by Star and Witness Statement. The Company is required to file its Statement of Defence and Counterclaim, along with its Expert Report and Witness Statement on December 23, 2024. The Company has reasonable grounds to dispute StarRss claim for damages and will on merits strongly contest all unfounded claims raised by Star.

xiii. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year:

IndusInd Bank had filed an application for initiation of Corporate Insolvency Resolution Process (RsCIRPRs) against the Company before the HonRsble NCLT, claiming debt and default of C 83.08 crore. On March 29, 2023, the Company and IndusInd bank entered into a settlement agreement pursuant to which all disputes and claims have been settled by June 30, 2023. Consequently, the appeal was disposed vide order dated July 3, 2023.

I DBI Bank Limited (RsIDBI BankRs) had filed an application for initiation of CIRP against the Company before the HonRsble NCLT claiming debt and default of C 149.6 crore. The Company filed an application before the HonRsble NCLT under Section 10A of the Insolvency and Bankruptcy Code, 2016 (RsIBCRs) seeking dismissal of IDBI BankRss application. The HonRsble NCLT, vide order dated May 19, 2023, allowed the CompanyRss application under Section 10A and dismissed IDBI BankRss 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 Bank filed an appeal before the HonRsble NCLAT, which is pending and taken up for hearing from time to time.

As on date, there is no proceeding pending before the NCLT under the IBC for initiating of CIRP against the Company.

xiv. The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

19. DirectorRss Responsibility Statement

Pursuant to Section 134 (5) of the Act, in relation to the annual

accounts for the financial year 2023-24, 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 judgments 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 March 31, 2024, 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: October 18, 2024