Zee Media Director Discussions


Dear Members,

The Board of Directors of Zee Media Corporation Limited (‘ZMCL or ‘Company) take pleasure in presenting the Twenty-Fourth (24th) Annual Report of the Company, on the business and operations of the Company, together with Audited Standalone and Consolidated Financial Statements and the Auditors Report thereon, for the Financial Year ended March 31, 2023 (‘FY 2023).

1. FINANCIAL HIGHLIGHTS

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

Particulars

Standalone - Year ended

Consolidated - Year ended

March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Total Revenue 5,375.62 6,621.98 7,397.40 8,725.24
Total Expenses 5,433.95 5,953.97 7,763.36 7,358.74

Profit / (Loss) before Tax, Share of Profit / (Loss) of Associates & Exceptional Items

(58.33) 668.01 (365.96) 1,366.50
Exceptional Items (388.64) 426.68 (309.94) (2,119.45)
Share of Profit / (Loss) of Associates - - (51.70) 25.89

Profit / (Loss) before Tax

(446.97) 1,094.69 (727.60) (727.06)
Tax Expenses (Net) 3.02 (259.19) (39.57) (450.10)

Profit /(Loss) after Tax

(449.99) 835.50 (688.03) (1,177.16)

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

Based on internal financial control framework and compliance systems established in the Company and verified by the external professional firms and statutory auditor and reviews performed by the management and/ or the Audit Committee of the Board, your Board is of the opinion that Companys internal financial controls were adequate and effective during the Financial Year 2022-23.

2. DIVIDEND

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

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

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

3. BUSINESS OVERVIEW

Your Company is a prominent player in the media and broadcasting industry with the largest and diverse portfolio of TV channels and Digital properties. The company has an extensive network of news bureaus, correspondents and stringers spanning across the country, ensuring comprehensive coverage. The Company leverages world-class technology for content creation, packaging and broadcasting, further enhancing its competitive edge in both TV and Digital Media segments. The Company has a wide portfolio of 19 News Channels comprising of 16 TV News channels (1 Global, 4 National and 11 Regional channels), 3 digital-only News channels, and more than 30 digital brands. The digital publishing business of the Company had been consolidated under a separate wholly owned subsidiary ‘Indiadotcom Digital Private Limited (IDPL) to bring focus on exploiting the enormous potential and growth in the digital media segment. The Company has gradually expanded its basket of digital properties and has presence across various mediums including websites, social media pages and apps. In terms of the audience, it follows the same strategy as TV segment to focus on broader market along with products that cater to specific niches. Its digital portfolio includes multiple websites for niche channels which further have a multitude of language versions, sub brands, and sections catering to different audiences.

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

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

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

Live Events (128.1%), Out Of Home Media (85%), Filmed Entertainment (84.9%), Online Gaming (33.7%) and Animation & VFX (28.9%). In the projection period between 2022 to 2025, the FICCI-EY report estimates that Digital Media will contribute ~40% of the incremental growth in the industrys size. The other key contributors to the incremental growth are expected to be Online Gaming at 13% and TV at 12% share, however, the fastest growing segments would be Live Events and Animation & VFX.

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

The network won several prestigious awards during FY23, such as:

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

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

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

The Consolidated Operating Revenue decreased by 16.9% (from 8,668.63 million in FY 2021-22 to

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

688.03 million in FY 2022-23 as compared to net loss of

1,177.16 million in FY 2021-22.

The Company had issued a Corporate Guarantee on June 29, 2015, to IDBI Trusteeship Services Limited (‘Debenture Trustee) for guaranteeing the payment obligations of Pri – Media Services Private Limited, (the then Wholly Owned Subsidiary of the Company) in relation to Non-Convertible Debentures aggregating to

2,500 million ("DMCL NCDs") issued by Pri - Media Services Private Limited (‘Corporate Guarantee). Subsequently, Pri – Media Services Private Limited merged with Diligent Media Corporation Limited (‘DMCL) pursuant to a Scheme and accordingly, the Corporate Guarantee issued by the Company stood novated for guaranteeing the payment obligations for DMCL. In terms of the Corporate Guarantee, upon failure by DMCL to redeem the DMCL NCDs in full, the Debenture Trustee invoked the Corporate Guarantee and called upon the Company to make payment towards principal, interest and associated costs. Subsequent to the discharge of the liability by the Company under the said Corporate Guarantee, an amount of 2,900.00 million was recoverable by the Company from DMCL, in addition to other receivables of 193.03 million. Post discussions, the Company and DMCL proposed to settle the entire outstanding amount of 3,093.03 million, by transfer / assignment of Identified Trademarks of DMCL valued at 1,700.00 million and cash payment of 120.00 million, aggregating to 1,820.00 million, as full and final settlement. The balance amount was to be written off by the Company.

The said settlement terms were agreed and approved by the Board and shareholders of the Company and DMCL. The Board of Directors of the Company at its meeting held on November 8, 2022, approved the execution of the settlement agreement with DMCL. The Company on March 31, 2023, entered into the said settlement agreement with DMCL, which is subject to transfer of all rights, clear title and interest in the identified trademarks of DMCL. Pursuant to the Agreement, the Company has received the payment of 120.00 million from DMCL and written off receivables. Pending completion of transfer of the Identified Trademarks, an amount of 1,700.00 million has been disclosed as capital advance in the financial statements of the Company as at March 31, 2023.

4. SUBSIDIARIES & ASSOCIATE COMPANIES

As on March 31, 2023, your Company has 2 (Two) Wholly Owned Subsidiaries (‘WOS) viz. Zee Akaash News Private Limited and Indiadotcom Digital Private Limited and 2 (Two) Associate entities, viz. Today Merchandise Private Limited and Today Retail Network Private Limited. In addition to the above, upon approval of the Board, the Company had incorporated a WOS namely ‘Zee Media Americas LLC on February 27, 2023, in the State of Delaware, United States of America. Pending approvals for Overseas Direct Investment (ODI), no investment has been made by the Company in the said WOS, till March 31, 2023.

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

Wholly Owned Subsidiaries: Zee Akaash News Private Limited

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

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

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

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

Zee Media Americas LLC

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

Associates:

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

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

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

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

Audited Accounts of Subsidiary Company

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

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

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

5. CAPITAL STRUCTURE

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

The Authorised Share Capital of the Company is

_1,930,000,000/- (Rupees One hundred and ninety three crores only) divided into 1,770,000,000 (One hundred and seventy seven crores) Equity Shares of 1/- (Rupee One) each and 160,000,000 (Sixteen crores) Preference Shares of 1/- (Rupee One) each.

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

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

Further, the Board at its meeting held on January 5, 2022, in furtherance to the approval of the shareholders and other requisite approvals, and upon receipt of an upfront amount of 3.05/- (Rupees Three decimal point zero five Only) for each Warrant, aggregating to

41,175,000/- i.e. 25% of Warrant Issue Price, allotted

135,000,000 Warrants on preferential basis to Asian Satellite Broadcast Private Limited, a Promoter Group Entity. During the year under review, the said Warrants were inter-se transferred from Asian Satellite Broadcast Private Limited to another Promoter Group Entity named Elitecast Media Limited (‘Elitecast). In terms of the applicable provisions and terms of the offer, the payment of Warrant Exercise Price (being 75% of Warrant Issue Size) was due on or before July 5, 2023.

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

Listing of Companys Securities

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

Depositories

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

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

6. APPROVAL THROUGH POSTAL BALLOT

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

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

7. EMPLOYEES STOCK OPTION SCHEME

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

8. CREDIT RATING

During the year under review, CARE Ratings Limited (‘CARE), had reviewed the ratings assigned for Companys Bank facilities and vide its letter dated August 5, 2022, upgraded the ratings for long term bank facilities to ‘CARE BB+; Stable (Double B Plus; Outlook: Stable). Subsequent to the closure of the financial year, CARE vide its letter dated July 7, 2023, has affirmed the ratings for long term bank facilities at ‘CARE BB+; Stable (Double B Plus; Outlook: Stable).

9. REGISTERED OFFICE

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

10. REGISTRAR & SHARE TRANSFER AGENT

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

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

11. CORPORATE GOVERNANCE & POLICIES

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

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

In compliance with the requirements of the Act and the Listing Regulations, your Board has approved various Policies including Code of Conduct for Board of Directors and Senior Management, Policy for determining material subsidiaries, Policy for preservation of documents & archival of records on website, Policy on Distribution of Dividend, Policy for determining material events, Policy for fair disclosure of unpublished price sensitive information, Corporate Social Responsibility Policy, Whistle blower & Vigil mechanism Policy, Related Party Transaction Policy etc. These policies and codes are reviewed by the Committees / Board from time to time. These policies and codes along with brief on Directors familiarization program and terms and conditions for appointment of independent directors are available on the Investor Section on the Companys website viz. www. zeemedia.in In compliance with the requirements of Section 178 of the Act, the Nomination and Remuneration Committee (‘NRC) of your Board has fixed the criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification/ experience, areas of expertise, requisite skill set and independence of individual.

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

(a) review of risk management policies and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk;

(b) evaluation of internal financial controls and risk management systems;

(c) laying down procedures relating to Risk assessment, minimization and monitoring risk management plan.

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

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

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

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

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

No change in the composition of the Board of Directors took place subsequent to the closure of the Financial Year. Pursuant to provisions of Section 152(6) of the Act, Mr. Amitabh Kumar (DIN: 00222260), retires by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment. The Board at its meeting held on August 12, 2023, upon recommendation of the Nomination and Remuneration Committee, has considered and recommended his re-appointment to the shareholders of the Company.

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

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

Key Managerial Personnel (‘KMP)

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

Mr. Dinesh Kumar Garg, Executive Director -

Finance & Chief Financial Officer; and

Mr. Ranjit Srivastava, Company Secretary and

Compliance Officer.

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

Accordingly, as on the date of this Report, the following are the KMPs of the Company:

Mr. Abhay Ojha, Chief Executive Officer;

Mr. Dinesh Kumar Garg, Executive Director -

Finance & Chief Financial Officer; and

Mr. Ranjit Srivastava, Company Secretary and

Compliance Officer.

Chairman of the Board

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

Board Diversity

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

Board Meetings

The meetings of the Board are scheduled at regular intervals to discuss and decide on matters of business performance, policies, strategies and other matters of significance. Notice of the meetings is circulated in advance, to ensure proper planning and effective participation. In certain exigencies, decisions of the Board are also accorded through circulation and also through meeting convened at shorter notice. The Directors of the Company are given the facility to attend meetings through video conferencing, in case they so desire, subject to compliance with the specific requirements under the Act. The Board met 7 (Seven) times during Financial Year 2022-23, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening period between any two Board Meetings was within the maximum time permissible under the Act and Listing Regulations.

Declaration by Directors/Independent Directors

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

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

A declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, regarding the requirement relating to enrollment in the Data Bank for Independent Directors as stipulated under Section 150 of the Act, has been received from all the Independent Directors, along with declaration made under Section 149(6) of the Act. There are no pecuniary relationships or transactions between the Independent Directors and the Company, except for the payment of Sitting Fee and Commission.

Separate Meeting of the Independent Directors

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

Board Evaluation

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

I. The evaluation process was carried out based on an assessment sheet structured in line with ICSI guidance note and the guidance note issued by SEBI in this regard. The Independent Directors of your Company, in a separate meeting, evaluated the performance of the Chairman and other Non-Independent Directors along with the performance of the Board based on various criteria recommended by the NRC and ‘Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. A report on such evaluation done by the Independent Directors was taken on record by the Board and further your Board, in compliance with requirements of the Act, evaluated performance of all the Directors, Board as a whole, based on various parameters including attendance, contribution etc. The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its Committees, and Individual Directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the Independent Director being evaluated. The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Report.

Policy on Directors Appointment and Remuneration

In compliance with the requirements of Section 134(3) (e) and Section 178(3) of the Act, the Nomination & Remuneration Committee (‘NRC), had fixed the criteria for nominating a person on the Board which, inter alia, include desired size and composition of the Board, age limit, qualification / experience, areas of expertise, skill set and independence of individual. Further, pursuant to provisions of the Act, the NRC has formulated the Nomination and Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Management Personnel, Senior Management and other Employees of your Company, salient features whereof are annexed to this report. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive Directors of the Company. The policy is available at the Investor Section on the website of the Company at viz. www.zeemedia.in

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

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

Familiarization Program for Directors

The Companys Board Familiarization Program comprises of the following: -? Induction Program for new Independent Directors;? Immersion sessions on business, functional issues and paradigm of the Industry;? Strategy session;? Key Updates – Companies Act 2013 & SEBI Regulations;? Code of Conduct for Directors and Senior Management;? Roles & Responsibilities of Directors;? Prohibition of Insider Trading; and? Risk Assessment and Mitigation.

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

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

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

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

Committees of the Board

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

(a) Audit Committee

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

Composition

In compliance with Section 177 of the Act read with rules made thereto and Regulation 18 of the Listing Regulations, the Audit Committee of the Board as on March 31, 2023, comprised of 3 (Three) members, with Mr. Raj Kumar Gupta, Independent Director as its Chairman, Mr. Susanta Kumar Panda, Independent Director and Mr. Dinesh Kumar Garg, Executive Director - Finance as its members. Subsequent to the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.

(b) Nomination and Remuneration Committee

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

Composition

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

(c) Stakeholders Relationship Committee

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

Composition

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

(d) Corporate Social Responsibility Committee

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

Composition

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

(e) Risk Management Committee (‘RMC)

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

Composition

In compliance with Regulation 21 read with Part D of Schedule II of the Listing Regulations, the RMC of the Board as on March 31, 2023, comprised of 3 (Three) members with Mr. Susanta Kumar Panda, Independent Director, as its Chairman, Ms. Swetha Gopalan, Independent Director and Mr. Dinesh Kumar Garg, Executive Director – Finance & Chief Financial Officer, as its Members. The Company Secretary acts as the Secretary of the Committee. After the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee.

(f) Finance Sub-Committee

The Board has constituted a Finance SubCommittee which has been delegated the functions of monitoring and expediting any debt fund raising process, approve financing facilities offered and/or sanctioned to the Company by various Banks and/ or Indian Financial Institutions from time to time, in the form of Term Loans, Working Capital facilities, Guarantee Facilities, etc., including the acceptance of terms and conditions of such facilities being offered. As on March 31, 2023, and as on the date of this report, the Finance Sub-Committee comprised of Mr. Surender Singh, Non-Executive Non-Independent Director as its Chairman, Mr. Dinesh Kumar Garg, Executive Director – Finance

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

(g) Corporate Management Committee

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

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

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

As on the date of this report, the Corporate Management Committee comprised of 3 (Three) members namely Mr. Abhay Ojha, Chief Executive Officer, Mr. Dinesh Kumar Garg, Executive Director

– Finance & Chief Financial Officer and Mr. Ranjit Srivastava, Company Secretary, as its members.

(h) Disciplinary Committee

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

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

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

(i) Executive Board

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

Vigil Mechanism / Whistle Blower Policy

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

Directors and Officers (D&O) Liability Insurance

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

Cost Records

Your Company is required to maintain the Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Act read with applicable notifications thereto. Your board at its meeting held on May 29, 2023, had re-appointed Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, to carry out Audit of Cost Records of the Company for the Financial Year 2023-24. The Cost Auditors have issued their unqualified report for the Financial Year 2022-23, which has been taken on record by the Audit Committee / Board of the Company at its meeting held on August 12, 2023.

13. CORPORATE SOCIAL RESPONSIBLITY

In terms of the applicable regulatory provisions, the Board of Directors of your Company has constituted a Corporate Social Responsibility (‘CSR) Committee. CSR at Zee Media is all about creating sustainable programs that actively contribute to and support the social and economic development of society and participation in educational initiatives. The CSR projects are identified and recommended for consideration by CSR Committee and upon approval, the funds are remitted for utilization towards approved CSR Projects. The Committee monitors and reviews utilization of CSR funds.

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

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

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

14. AUDITORS

Statutory Auditors: Ford Rhodes Parks & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 102860W/W100089) were re-appointed as the Statutory Auditors of the Company at the 23rd Annual General Meeting (‘AGM) of the Company held on September 30, 2022, for a second term of 5 (five) consecutive years. Accordingly, they shall hold office till the conclusion of the 28th Annual General Meeting of the Company. The report of the Statutory Auditors forms part of the Annual Report. The said report is self-explanatory and does not contain any qualification, reservation, adverse remarks or disclaimer.

Secretarial Auditor: In terms of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the Financial Year ended March 31, 2023, was carried out by Mrs. Neelam Gupta, Practicing Company Secretary (holding ICSI Certificate of Practice No. 6950), proprietor of Neelam Gupta & Associates. Secretarial Audit report (in MR-3 format) inter alia confirming compliance with applicable regulatory requirements by the Company during FY 2022-23 is appended to this Board Report. The said report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

Zee Akaash News Private Limited and Indiadotcom Digital Private Limited, the unlisted material subsidiaries (wholly owned) of your Company, had also appointed Mrs. Neelam Gupta, Practicing Company Secretary (holding ICSI Certificate of Practice No. 6950), proprietor of Neelam Gupta & Associates, as its Secretarial Auditor to conduct the Secretarial Audit for the FY 2022-23. The said Audit has been conducted in accordance with Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made thereunder and in compliance to applicable regulatory provisions. The said Reports are also annexed to this Annual Report. Additionally, in compliance with the requirements of Regulation 24A(2) of Listing Regulations, the Annual

Secretarial Compliance Report duly signed by Mrs. Neelam Gupta, Practicing Company Secretary, proprietor of Neelam Gupta & Associates has been submitted to the Stock Exchanges within the prescribed timelines. The reports of Statutory Auditor and Secretarial Auditor forms part of this Annual report. The said report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

Further, the Board at its meeting held on May 29, 2023, had re-appointed Mrs. Neelam Gupta, Practicing Company Secretary (holding ICSI Certificate of Practice No. 6950), proprietor of Neelam Gupta & Associates, as the Secretarial Auditor of the Company for the Financial Year 2023-24. Cost Auditor: Your Company is required to maintain the Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Act.

In compliance with the requirements of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, were re-appointed as Cost Auditor to carry out Audit of Cost Records of the Company for the FY 2022-23. The Cost Auditor have issued unqualified report for the Financial Year 2022-23, which has been taken on record by the Audit Committee and the Board of the Company at their meeting held on August 12, 2023. Further, the Board, on the recommendation of Audit Committee, at its meeting held on May 29, 2023, had approved the re-appointment of Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, as Cost Auditor to carry out Audit of Cost Records of the Company for the Financial Year 2023-24.

Requisite proposal seeking ratification of remuneration payable to the Cost Auditor for the Financial Year 2023-24 by the Members as per Section 148 read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of convening the Annual General Meeting. Internal Auditor: The Board, on the recommendation of Audit Committee, appointed ‘Grant Thornton Bharat LLP as the Internal Auditor of the Company for FY 2022-23. At the beginning of each Financial Year, an audit plan is rolled out with approval by the Audit Committee. The plan is aimed at evaluating the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

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

Reporting of Frauds by Auditors

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

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

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

SEBI, vide its circular dated May 10, 2021, made Business Responsibility and Sustainability Report (‘BRSR) mandatory for top 1,000 listed companies from FY 2023 in respect of reporting on ESG (Environment, Social and Governance) parameters. In terms of Regulation 34 of the Listing Regulations, BRSR for FY 2022-23 detailing various initiatives taken by the Company on the environmental, social and governance front is annexed to this Report. The Management Discussion and Analysis report is separately attached hereto and forms an integral part of this Annual Report. The said report gives details of the overall industry structure, economic developments, performance and state of affairs of your Companys business and other material developments during the FY under review.

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

Your Company is inter alia into the business of Broadcasting of News and Current Affairs Television Channels. Since this does not involve any manufacturing activity, most of the Information required to be provided under Section 134 (3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable. However, the information as applicable is given hereunder: Conservation of Energy: Your Company, being a service provider, requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible in all the offices, studios and news bureaus of the Company across the country.

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

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

17. HUMAN RESOURCE MANAGEMENT

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

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

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

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

Particulars of Employees

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

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

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

All related party transactions, specifying the nature, value and terms of the transactions including the arms-length justification, are placed before the Audit Committee for its approval and a statement of all related party transactions carried out is placed before the Audit Committee for its review on quarterly basis. During the year under review, there have been no materially significant transactions prescribed under Section 188(1) with related parties as defined under Section 2(76) of the Act and accordingly the information as prescribed under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 are not provided. iii. Risk Management: Your Company has defined operationalprocessestoensurethatrisksareidentified, and the operating management is responsible for reviewing, identifying and implementing mitigation plans for operational and process risk. Key strategic and business risks are identified, reviewed and managed by senior management team. The Risks That Matter (RTM) and their mitigation plans are updated and reviewed periodically by the Risk Management Committee / Audit Committee and integrated into the Business plan for each year.

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

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

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

During the Financial Year ended on March 31, 2018, the Company had, in compliance with the regulatory requirement transferred 139,889 Unclaimed Equity Shares of 1 each to the beneficiary account of Investor Education and Protection Fund Authority (‘IEPF). The claims received in connection with such Unclaimed Shares / Dividend transferred to IEPF are processed and forwarded to IEPF from time to time. As on March 31, 2023, 1,37,898 Unclaimed Equity Shares of the Company are lying in the Demat Account of IEPF. The Unclaimed Equity Shares along with past Unclaimed Dividend transferred to IEPF, if any, can be claimed by the Shareholders from IEPF authority after following process prescribed in IEPF Rules.

Transfer to Investor Education and Protection Fund:

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

i. Unclaimed Shares: As on March 31, 2023, your Company had an outstanding balance of 27,662 unclaimed shares lying in the Suspense Account of the Company. The voting rights on the equity share

(s) in the Suspense Account shall remain frozen till the rightful owners of such equity share

(s) claim the equity share

(s).

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

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

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

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

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

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

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

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

During the Financial Year 2020-21, there was a delay in submission of Un-audited Financial results of the Company, pursuant to Regulation 33(3)(d) of Listing regulation, for the quarter ended June 30, 2020 by 45 days and accordingly National Stock Exchange and BSE Limited imposed a fine of 2,25,000/- each, on the Company. The Fine was duly deposited by the Company. The Company filed the waiver application with both the Stock Exchanges against the said levy of fine. BSE Limited vide its communication dated November 11, 2021, has informed the Company that after considering the facts of the case and written submissions made by the company, the ‘Committee for Reviewing Representations for Waiver of Fines Levied under Standard Operating Procedure (SOP), has decided to partially accede to the request for waiver of fines and according has partially waived fine by 75,000/-.

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), in relation to the Annual Financial Statements for the Financial Year 2022-2023, the Directors of the Company state that: a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2023 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis; b) In the preparation of these Financial Statements, the applicable accounting standards have been followed and there are no material departures; c) Accounting policies selected are applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023, and of the Loss of the Company for the year ended on that date; d) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; e) Requisite internal financial controls are laid down and that such financial controls are adequate and operating effectively; and f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

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

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

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

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

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

22. INDUSTRIAL OPERATIONS

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

23. CAUTIONARY STATEMENT

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

24. ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the continued support extended by the Companys stakeholders and trust reposed by them in the Company. It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company and its subsidiaries at all levels that has contributed to your Companys success. Your Directors acknowledge with sincere gratitude the co-operation and support extended by the Stock Exchanges and other stakeholders including viewers, advertisers, vendors, bankers, investors, service providers/partners as well as other regulatory and government authorities.

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

For and on behalf of the Board

of Zee Media Corporation Limited

Mr. Susanta Kumar Panda_

Chairman (Independent Director)

(DIN: 07917003)_

Dinesh Kumar Garg_

Executive Director - Finance & Chief Financial Officer_

(DIN: 02048097)_

Place: Noida

Date: August 12, 2023