Zee Entertainment Enterprises Ltd Directors Report

DIRECTORS REPORT

To the Members,

The Board of Directors are pleased to present the 43^rd Annual Report of Zee Entertainment Enterprises Limited (Z or the Company") along with the audited financial statements (standalone and consolidated) for the financial year ended 31^st March 2025.

1. FINANCIAL RESULTS

The financial performance of your Company for the financial year ended 31^s March 2025 is summarized below:

				(Rs. in Million)
	Standalone Year Ended		Consolidated Year Ended
Particulars	31st March 2025	31st March 2024	31st March 2025	31st March 2024
Revenue from Operations	77,124	80,750	82,941	86,372
Other Income	1,918	1,123	1,234	1,293
Total Income	79,042	81,873	84,175	87,665
Total Expenses	68,921	74,430	73,932	81,074
Share of Associates/Joint Ventures	-	-	4	4
Exceptional Items	(1,061)	(3,129)	(986)	(2,784)
Profit Before Tax	9,060	4,314	9,261	3,811
Provision for Taxation (net)	2,047	1,299	2,387	1,819
Profit after Tax from continuing operations	7,013	3,015	6,874	1,992
Loss from discontinuing operations	-	-	(79)	(578)
Profit after Tax from continuing and discontinuing operations	7,013	3,015	6,795	1,414

During the year under review, there was no change in the nature of business of the Company and there have been no material changes or commitments that occurred after the close of the financial year till the date of this report, which would affect the financial position of the Company.

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 2024-25 together with the Auditors Report forms part of this Annual Report.

3. DIVIDEND

Your Board has recommended a final dividend of 7 2.43 per equity share of the face value of 7 1 each for the financial year ended March 31, 2025, subject to the approval of the Members of the Company at the ensuing Annual General Meeting (AGM).

This final dividend shall be payable on the outstanding equity share capital of the Company to the shareholders who are holding shares as on Record Date i.e. Friday, August 29, 2025. The expected outflow on account of equity dividend, based on current paid-up equity share capital of the Company, would aggregate to 72,334 million.

The dividend recommended is in accordance with the Companys Dividend Distribution Policy. The said Policy is available on the Companys website at https://assets-prod.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 2024-25, after all appropriations and adjustments was 7 79,749 million.

4. BUSINESS OVERVIEW

As per EY FICCI report published in March 2025, the Media & Entertainment (M&E) sector grew at 3% in 2024. The sector is now 30% above its pre-pandemic levels largely driven by digital and online gaming while television, print and radio are still lower than their 2019 levels.

In 2024, the Linear TV industry declined by 4.5% led by a 5.8% decline in TV advertising due reduction in ad volume and brands using television. Linear TV advertising was also impacted by slowdown in FMCG Ad spending environment. Further, subscription revenue fell 3% on the back of reduction in Pay TV households which was partially offset by increase in price.

In FY25, your Companys operating revenue declined by 4% year- over-year (YoY). Advertising revenues declined to 735,911 million, reflecting a slow pace of recovery in consumption demand, particularly for FMCG companies due to the demand slowdown. Subscription revenues increased by 7.1% YoY to 739,261 million led by NTO 3.0 implementation and growth in digital subscription revenue especially in ZEE5 & Music. Further, Other sales and services was declined due to fewer movie content performance and syndication deals.

In domestic broadcasting business, your Company continues to maintain its position as one of Indias leading television networks with a strong presence and the second highest reach across the entertainment segment. With 855 million viewers tuning into the Z network this year, the gap with the leading network has narrowed to just 2% despite Z operating with slightly more than half the number of channels.

Zs strong presence in language markets continues to be a major driver for Zs network viewership share. In FY2025, 57% of Zs viewership originated from non-Flindi language markets. The widespread regional presence through these channels has contributed to the growth of these language markets, enabled by the increased availability of high-quality localised content in different languages

In the International broadcasting business, the portfolio consists of over 40+ dedicated channels and over 75+ passthrough channels that cover 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.

Moving to the digital business including ZEE5, revenue has grown at a Compounded Annual Growth Rate (CAGR) of 14.8% since FY23 to 79,760 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 continues to be one of the top-rated OTT platform apps, both on iOS and Android Play Store.

Additionally, during the year, ZEE5 EBITDA loss has reduced by INR 5.6 billion to INR 5.5 billion from INR 11.1 billion in FY24. That is about 50% reduction in the EBITDA loss Y-o-Y. In line with your companys strategic priorities, and this also reiterates that the company remains sharply focused on maintaining a balanced cost structure and driving return on investments to sustain our long-term growth.

Coming to the movie business, during the year, Zee Studios released 20 movies and achieved an all-time high in syndication revenue. Other sales and services revenue was down as in the previous year we had a strong box office performance of Gadar 2, Bro, and King of Kotha.

Zee Music Company (ZMC), your companys music publishing label business with more than -164 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 18,000+ songs across over 20+ languages.

5. CHANGES IN CAPITAL STRUCTURE

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

As on 31^st March 2025, the paid-up equity share capital of the Company stood at 7 960,519,420 comprising of 960,519,420 equity shares of 7 1 each.

As on 31^st March 2025, promoters shareholding in the Company was 3.99%.

6. FOREIGN CURRENCY CONVERTIBLE BONDS

The Board of Directors of the Company at its meeting held on July 16, 2024, approved raising of funds through the 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 (FCCBs) on a private placement basis to Resonance Opportunities Fund, St. Johns Wood Fund Limited and Ebisu Global Opportunities Fund (Investors) 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 received a remittance of USD 23,900,000 being the first tranche across all 10 series from Investors towards subscription of FCCBs. Considering the receipt of remittance, 23900 FCCBs of USD 1000 each were allotted to the Investors on a private placement basis on August 12, 2024.

Accordingly, the Company has outstanding FCCBs of USD 23.90 million maturing in 10 years. At the discretion of Investors and subject to the requisite regulatory approval, the FCCBs can be converted into fully paid-up equity shares of 7 1 each of the Company at the conversion price of 7160.20 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 3T¹ March 2025, your Company had 19 (nineteen) subsidiaries comprising of 2 (two) domestic direct subsidiaries and 17 (seventeen) overseas direct/stepdown subsidiaries and 1 (one) Joint Venture Company. Further, the Company had no Associate Company as on 31^st March 2025.

During the year under review:

• Zee Media Kenya Limited, an overseas wholly-owned step-down subsidiary company of the Company was incorporated in Kenya on June 21, 2024; and

• The Company had acquired an additional 5% stake in Margo Networks Private Limited, Subsidiary of the Company (Margo). Consequently the aggregate holding of the Company in Margo has increased from 80% to 85%.

Subsequent to the closure of the financial year under review, Zbullet Enterprises Limited and Advance Media Distribution Limited, subsidiaries of the Company have been incorporated on June 12, 2025 and June 28, 2025 respectively.

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, there was no Material Subsidiary of the Company during the financial year 2024-25.

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/Policv-on-material- subsidiarv.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. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the total CSR obligation of the Company was Rs. 22,67,66,780 as per Section 135 of the Act. The Company contributed an aggregate amount of % 22,67,66,780 towards various CSR Projects, as detailed in the Annual Report on CSR annexed to this report. This includes Rs. 11,26,36,746 allocated for ongoing projects and transferred to the Unspent CSR Account for FY 2024-25 of the Company on 29^th April 2025, in accordance with the provisions of the 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 the CSR Rules, as amended from time to time, the Annual Report on CSR activities for the financial year ended 31^st March 2025 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/2024/11/ ZEE-CSR-Document-without-Budget-column-22-11-24.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.

10. CORPORATE GOVERNANCE AND POLICIES

In order to maximize shareholders value on a sustainable basis, your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices while strictly complying with the requirements of the Listing Regulations, applicable provisions of the Act and the 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 of this Annual Report.

In compliance with the requirements of the Act and the Listing Regulations, your Board has approved various Policies including Code of Conduct for 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, Treasury Policy, Risk 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 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 has established 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 can be accessed at https://assets-Drod.zee.com/wD-content/ uploads/2022/04/22150721/Nomination-Remuneration-policy- 2022-April.pdf and there was no change in the policy during the year under review.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL

I. Board of Directors

The Company has a balanced Board comprising a mix of Independent and Non-Executive Directors. As on date of this report, the Board currently comprises of 7 (seven) Directors including 1 (one) Non-Executive Non-Independent Director, and 6 (six) Independent Directors which includes two Independent Woman Director.

During the year under review:

a. Mr. Punit Goenka (DIN: 00031263) resigned from the office of Managing Director - Key Managerial Personnel of the Company to entirely focus on his operational responsibilities assigned to him by the Board with effect from November 18, 2024; and

b. Mr. Punit Goenka ceased to be a Director of the Company with effect from November 28, 2024.

Subsequent to the closure of the financial year under review:

a. Ms. Divya Karani (DIN 01829747) has been appointed as an Independent Director of the Company for the first term of 3 years effective from January 23, 2025.

b. Mr. Saurav Adhikari (DIN: 08402010) has been appointed as a Non - Executive Non - Independent Director of the Company effective from November 29, 2024.

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, Ms. Deepu Bansal and Ms. Divya Karani 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 Directors 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 made thereunder of all Independent Directors on the Board.

Number of meetings of the Board

During the financial year 2024-25, the Board of Directors met 14 (fourteen) times. The details of the meetings of the Board of Directors of the Company convened and attended by the Directors during the financial year 2024-25 are given in the Corporate Governance Report which forms part of this Annual Report.

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. Saurav Adhikari, Non-Executive Non Independent 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.

II. Key Managerial Personnel

During the financial year under review:

• Mr. Punit Goenka has been appointed as CEO - Key Managerial Personnel of the Company with effect from November 18, 2024;

• Mr. Rohit Kumar Gupta resigned as Chief Financial Officer of the Company with effect from close of the business hours on June 18, 2024. The resultant vacancy was filled by the appointment of Mr. Mukund Galgali as Chief Financial Officer

- Key Managerial Personnel of the Company with effect from June 19, 2024; and

• Mr. Galgali has been also appointed as Deputy Chief Executive Officer of the Company with effective from November 18, 2024.

Accordingly, Key Managerial Personnel of the Company as on 31^st March 2025 comprised of Mr. Punit Goenka, Chief Executive Officer, Mr. Mukund Galgali, Chief Financial Officers Deputy Chief Executive Officer and Mr. Ashish Agarwal, Company Secretary.

12. 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 2024-25. 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. The Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

13. BOARD COMMITTEES

In compliance with the requirements of Act and ListingRegulations, 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 regarding the scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members form part of the Corporate Governance Report which is annexed to this report.

Further, there were no instances where the Board has not accepted any recommendation of the Audit Committee during the year under review.

14. 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 2024-25. 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 31^st March 2025. The unqualified Secretarial Audit report is annexed to this Annual Report as Annexure - C.

Pursuant to the provisions of Regulation 24A read with all the relevant SEBI Circular, 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 31^st March 2025, was filed with the stock exchanges.

Further, pursuant to the provisions of Regulation 24A and other applicable provisions of the SEBI Listing Regulations read with Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company at their meeting held on May 8, 2025, inter-alia, have considered and approved the appointment of Vinod Kothari & Company, a Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: P1996WB042300), as the Secretarial Auditors of the Company for the I^s term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the shareholders of the Company at the ensuing AGM.

Brief profile and other details of M/s. Vinod Kothari & Co, Practicing Company Secretaries forms part of the AGM Notice. They have given their consent to act as Secretarial Auditors of the Company and have confirmed their eligibility for the appointment.

A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this AGM.

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 financial year 2025-26. The requisite proposal for ratification of remuneration payable to the Cost Auditor for the financial year 2025-26 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 2024-25 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 Auditors 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 Companies Act, 2013.

15. HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

FY 2024-25 was a defining year in Zs transformation journey, marked by our commitment to becoming a Content & Technology powerhouse. Our people remain at the core of this evolution-as champions of change, custodians of culture, and enablers of innovation.

To align with the fast-evolving media landscape, we deepened our focus on building a future-ready, agile workforce. Through structured learning interventions, leadership development programs, and robust internal mobility platforms like iGrow, we empowered our talent to take charge of their growth journeys. We continued to invest in digital learning tools and curated content capabilities to equip employees with next-gen skills across domains.

Our culture of appreciation was further strengthened through enhanced rewards and recognition frameworks, designed to drive performance, reinforce desired behaviours, and foster a sense of belonging. We also upheld our commitment to employee wellbeing with continued focus on healthcare access, emotional support, and inclusive workplace policies.

As Z continues to navigate a period of transformation and opportunity, our people strategy remains closely aligned with business imperatives. We are fostering a leadership mindset at every level, encouraging cross-functional collaboration, and promoting a culture of ownership and accountability. By enabling our teams to think boldly, act decisively, and innovate continuously, we are building a resilient organization ready to shape the future of media and entertainment.

As we look ahead, our people strategy remains centered on building a high-impact, values-driven culture that powers longterm growth and innovation.

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.

16. 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. 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, is either 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 achieved significant progress this year in utilizing its Multi Gigabit and multi-locational Media Fabric to facilitate the distributed delivery of content in various formats.

Intelligence, Automation, and Tools are currently being incorporated to enhance media availability, making it more adaptable to diverse markets, enabling super-local customization, short-form content, and automated production processes.

These capabilities complement the sophisticated interfaces already implemented, including SCTE-based deliveries, FAST channels, and Ad-Serving and optimization infrastructure.

Significant advancements have also been achieved through technological upgrades in traffic systems, automated playouts, redundancy playout systems, and archival and retrieval architectures. These enhancements facilitate seamless deliveries to social media and open format platforms. The Companys core technology focus remains on ease of delivery to new markets, revenue assurance, integration of Linear and OTT formats and risk mitigation.

Foreign Exchange Earnings & Outgo: During the financial year 2024-25, the Company had Foreign Exchange earnings of T4.813 million and outgo of Rs.1,613 million.

17. DISCLOSURES

i. Particulars of loans, guarantees and investments: Particulars of loans, guarantees and investments made by the Company as required under Section 186(4) of the 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 2024- 25, there were no material Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons that 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 also 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 that were not at arms 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. 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/2021/07/1317Q747/ Whistle-Blower-n-Vigil-Mechanism-policv-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 periodically evaluates the internal financial control system and, at the end of each financial year, provides guidance for strengthening such controls wherever necessary. During the year under review, no fraud was 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 that 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 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 2016-17 aggregating to Rs. 2.91 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 transferred 42,735 Unclaimed Equity Shares of Rs. 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 by following the process prescribed under the IEPF Rules. DuringFY 2024-25, an aggregate of 42 Unclaimed Equity Shares of the Company were re-transferred by the IEPF Authority to the beneficiary accounts of respective Claimants, upon submission of 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 Flarassment: Your Company is committed to provide a safe and conducive working environment to all its employees (permanent, contractual, temporary and trainees etc.) and has zero tolerance towards sexual harassment at workplace. In line with the requirements of the Sexual Flarassment 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, four complaints were filed, and all four complaints were disposed of, and no complaints were pending for more than ninety days.

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 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:

IDBI Bank Limited (IDBI Bank) filed an application for initiation of Corporate Insolvency Resolution Process (CIRP) against the Company before the Flonble National Company Law Tribunal, Mumbai Bench (NCLT) claiming debt and default of Rs. 149.6 crore. The Company, in response, filed an application before the Flonble NCLT under Section 10A of the Insolvency and Bankruptcy Code, 2016 (IBC) seeking dismissal of IDBI Banks application. The Flonble NCLT, vide its order dated May 19, 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 (NCLT Order). Challenging the said order, IDBI Bank filed an appeal before the Flonble National Company Law Appellate Tribunal (NCLAT). On April 7, 2025, Flonble NCLAT dismissed the appeal filed by IDBI Bank and upheld the NCLT Order.

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.

xii. 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.

xiii. The Company has complied with all the applicable provisions related to the Maternity Benefits Act, 1961.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Act, in relation to the annual accounts for the financial year 2024-25, 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 31^s March 2025, 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.

19. ACKNOWLEDGEMENTS

The employees are vital and the most valuable assets of your Company. Your Directors deeply value the professionalism and commitment of the 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 extends its sincere thanks and expresses its gratitude for the continued 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: July 22, 2025