The figures have been stated in millions (unless stated otherwise) in this Management Discussion and Analysis (MD&A). Investors are hereby informed that this discussion may contain forward looking statements that may involve risks and uncertainties including, but not limited to, risks inherent in the Companys growth strategy, dependence on certain businesses, and dependence on availability of qualified and trained manpower and other factors. The following discussion and analysis should be read in conjunction with the Companys financial statements included herein and the notes thereto.
ECONOMIC OVERVIEW
Global Economy
In 2024, several major economies were affected by multi-decade high inflation, supply chain imbalances and fiscal challenges, which dampened growth in the global economy to 3.3% vis-a-vis 3.5% in 2023. However, there were signs of stabilization that emerged in 2024 after the inflation fell within the comfort zones of central banks, buoyancy returned in the labour markets and recovery in global demand. Hence, the global economy entered a phase of guarded consolidation after several years of overlapping shocks.
The outlook has now been clouded significantly by intensifying downside risks. The forecasts for global growth in 2025 have been markedly revised downwards due to supply-side shock from a series of announcements related to tariffs by the United States, which remains the largest global economy and market. While the constant flip-flops have resulted in market volatility, there is a consensus that the global trade system will undergo a reset and move from multilateralism to bilateralism after the dust settles. This is likely to affect all major economies and give them a chance to address any policy gaps and imbalances to align with the new economic realities. IMF projects the Global economy to grow at 2.8% in 2025 and 3% in 2026.
Advanced Economies grew by 1.8% in 2024 vs. 1.7% in 2023 with the slight increase primarily being driven by the improving performance of the Euro Zone. The growth is expected to slow down to 1.4% in 2025 and to 1.5% in 2026 with the US economy cooling off to
1. 8% and 1.7% growth in respective years from 2.8% growth in 2024. With the impact of tariff wars built into the projections, upside risks from trade treaties and fiscal relaxations may result in higher growth of the US economy. Emerging Market & Global Economies recorded 4.3% growth in 2024, which was lower than 4.7% growth in 2023. The trade reset is likely to further dampen the growth to 3.7% in 2025 and only marginally recover in 2026 to 3.9%.
Indian Economy
As per the provisional estimates from the National Statistics Office (NSO), the Indian economys real GDP grew by 6.5% on a YOY basis in FY24-25. This was the slowest pace since the pandemic, but it still positioned India as the fastest-growing major economy globally, notwithstanding the geopolitical tensions and trade uncertainties. The nominal GDP growth was 9.8% and the Real Gross Value Added (GVA) grew by 6.4%. The sectors that were the key drivers in this acceleration included Construction (9.4%), Public Administration,
44
Advanced Economies grew by 1.8% in 2024 vs. 1.7% in 2023 with the slight increase primarily being driven by the improving performance of the Euro Zone. 44
Defence & Other Services (8.9%), and Financial, Real Estate & Professional Services (7.2%). The slackening of the pace of economic expansion from 9.6% in FY23- 24 to 6.5% was primarily due to the high base effect, the freeze in Government expenditure in Q1 FY24-25 due to the national elections, and the flagging of growth of Manufacturing and Mining & Quarrying sectors.
The outlook for FY25-26, as per the Reserve Bank of India (RBI), was similar with a 6.5% GDP growth. The risks to this forecast were considered evenly balanced. RBIs Annual Report for FY24-25 highlighted the strength of Indias macroeconomic fundamentals. This included resilient domestic demand, controlled inflation and deficits, and rising investment activity. With an expected above-normal southwest monsoon, RBI anticipates favourable prospects for the agriculture sector in FY25-26. India is also expected to benefit due to the ongoing trade war which is accelerating the China + 1 approach of the global manufacturing sector and reinforcing the ‘Make in India initiative.
MEDIA & ENTERTAINMENT INDUSTRY
Globle M&E Sector
The Global Media & Entertainment (M&E) sector is projected to touch approximately $2,871.79 billion in 2025, representing a strong growth rate of around 7.5% over 2024, as per "Entertainment And Media Global Market Report 2025" from The Business Research Company. This growth will be primarily influenced by the following key trends that are reshaping content creation, distribution, and consumption:
Smartphone penetration and social media that have amplified reach and easy consumption of content
Sominance and transformation of streaming services, including SVOD, AVOD and hybrid business models with ad-supported tiers
Sccelerating integration of Artificial Intelligence (AI) and machine learning revolutionizing content personalization and advertising effectiveness. Reduction in production costs through its adoption in content creation is the next major frontier.
Sther major trends that are contributing to the vibrant growth of the sector include the growing popularity of podcasting and independent creators, the rise of interactive and immersive content experiences through AR and VR technologies and the continued explosive growth in Gaming.
Indian M&E Sector
The Indian M&E sector reached an estimated 2.5 trillion (US$29.4 billion) in 2024 according to the FICCI-EY 2025 report, ‘Shape the future, on the Indian M&E sector. This translates to a 3.3% YOY growth over 2023 and a slowdown from the 8.3% growth recorded in 2023. The sector is projected to grow at a faster pace of 7.2% in 2025, reaching 2.7 trillion (US$31.6 billion) and is expected to maintain the trajectory by continuing to grow at a CAGR of 7% to reach 3.1 trillion (US$36.1 billion) by 2027. According to PwCs Perspectives report on the Global Entertainment & Media Outlook for the period 2024-2028, the Indian M&E sector is expected to grow at a CAGR of 8.3% to reach US$ 44 billion in size by 2028, making it one of the fastest-growing markets. The sector contributed
0. 73% to Indias GDP in 2024.
INDUSTRY SIZE - INDIAN M&E SECTOR (IN TRILLION)
3.07
The slower growth in 2024 was attributed primarily to falling subscription revenues across several segments and a global decline in Animation and VFX work outsourced to India. However, the strong projected rebound in 2025 signifies the sectors resilience and adaptability, driven by the digital revolution and evolving consumption patterns.
The performance of the key segments of the Indian Media & Entertainment industry in 2024 and beyond is captured in the charts below.
INDIA M&E SECTOR SEGMENT-WISE SIZE (IN BILLION)
Source: FICCI - EYShape the future, March 2025 * Calender Year Key Highlights
Industry Revenue Composition
The total number of screens in 2024 touched 751 million with smartphones contributing ~75% of the number.
The contribution of SME and long-tail advertisers on digital media was estimated at 258 billion in 2024, which was a nearly 30% jump from 200 billion ad spend by them in 2023.
Video consumption across Indian households in 2024 was consumed through:
| Segment | # of Households |
| Cable | 60.3 million |
| DTH + HITS | 50.9 million |
| Free TV | 48.5 million |
| Wired Broadband | 46.1 million |
| Wireless Broadband | 899 million |
| Smartphones | 562 million |
Key Trends in the two major segments where the
Company is present are as follows:
Television
Tinear TV revenues fell for the second consecutive year, experiencing a 6% drop in advertising revenue to 294 billion and a 3% decline in subscription revenue to 385 billion.
2024 was the first year when Digital media overtook Television to become the largest segment of the sector.
Advertising grew by 8.1% whereas Subscription revenue fell by 1.6% in 2024.
Tigital media contributed 55% of the total ad spend in 2024 at 700 billion, up from 50% in 2023.
Tnly the Digital segment showed growth in Subscription revenue. Subscription revenue from the Filmed Entertainment segment declined the most among other segments.
Tay TV homes decreased by six million, while Free TV and Connected TV homes increased. Weekly active Connected TVs reached 30 million in 2024.
The number of television channels reached 936 in June 2024 with Free-To-Air channels touching a count of 574 and Pay channels at 362. 12% of the channels were offered in HD format.
The total number of distribution platforms fell singularly due to a reduction in MSO operators from 998 in December 2023 to 880 in June 2024. A part of the decline is also due to consolidation among MSOs.
Broadcasters are adapting to the digital shift by extending their presence on digital platforms with TV + OTT strategies and focusing on Connected TV. Linear TV however remains a significant medium due to its reach in non-metro and rural areas.
BV viewership remained flat with the weekly average impressions (AMA) reaching 1530 billion in 2024. 75% of the total viewership was from GEC and movies. The contribution of News viewership was 7% as it grew by 13% over 2023 due to the general and state elections.
Bews viewership is dominated by regional news with 64% of total viewership. Hindi news contributed 35% and the balance 1% was from English news. The News viewership for regional news measured as Weekly AMA, 2+, All India, full day, Wk. 14-52 (Apr-Dec) in 2024 touched 3.789 million as against 2.097 million for Hindi news.
Digital Media
Both advertising and subscription revenue streams grew spectacularly for the Digital media segment at 17% and 15% respectively. The pie further shifted marginally in favour of Advertising as it contributed 87.3% of the overall Digital media revenue in 2024 vis-a-vis 87% in 2023.
Bearch, short video and social dominate remain the dominant contributors to digital revenues with a 61% contribution in 2024 on the back of the huge role played by Google, Meta and other major tech platforms in Indias digital media space. E-commerce ads contributed 18%, Entertainment and sports 17%, News 3% and Music 1%.
Internet penetration in India reached 971 million subscriptions by December 2024 from 936 million at the end of 2023. Wired and wireless broadband subscriptions were 945 million primarily driven by mobile connections.
5G subscriptions were expected to reach 270 million in 2024 as 23% of telecom subscribers had migrated to 5G.
Bn average Indians spent 4.95 hours per day on phone apps in 2024, a growth of 3.1% over 2023, making them 3rd among the top five countries by average time spent on phone apps, behind Indonesia and Brazil. However, the total time spent by Indians on phones in 2024 was the highest at 1.127 trillion hours.
Bhe total time spent online went up to 2.389 trillion minutes in 2024, a jump of 7% over 2023. However, the time spent on online entertainment went down from 448 billion minutes in 2023 to 431 billion minutes in 2024.
Bnline video viewers crossed 550 million, who collectively consumed 18% more online video content in 2024 over the previous year. YouTube dominated online video with a 92% share of total traffic and an 86% viewership share. Content investments in online video of 185 billion in 2024 were over 4 times the pre-pandemic levels of 45 billion in 2019.
B he reach of online news rose marginally to 461 million consumers in 2024 from 456 million in 2023.
On average Indians spent 4.95 hours per day on phone apps in 2024, a growth of 3.1% over 2023, making them 3rd among the top five countries by average time spent on phone apps, behind Indonesia and Brazil.
COMPANY OVERVIEW
Zee Media Corporation Limited (ZMCL) (BSE Code: 532794, NSE Code: ZEEMEDIA), is a pioneer in the 24/7 news broadcasting space in India with a diverse presence catering to global, national and regional audiences through television news channels and digital news publishing. The Company was incorporated as Zee Sports Limited on August 27, 1999, but was later renamed twice with the current name being in effect from July 6, 2013.
The Company is a leading player in Indias diverse and cacophonous news broadcasting and digital media landscape. As a pioneer in the 24/7 news segment and with its carefully calibrated strategies, the Company, along with its subsidiaries, has managed to carve a place for its diversified bouquet of TV and digital properties, encompassing 19 unique news channels (comprising of 16 TV News channels - 1 Global, 4 National and 11 Regional channels along with 3 digital-only News channels) and multiple websites along with 14 mobile apps. The Company has gradually and diligently built its broad reach by catering to a wide array of global, national, and regional audiences, offering differentiated content in 12 multiple languages, reaching over 283 million individuals every month across India in FY2024-25. The regional distribution of its reach was as follows:
The Company has developed a robust network of news bureaus, correspondents, and stringers across the country to ensure a wide coverage of news. It also has an experienced editorial team to ensure journalistic standards are maintained in its news coverage. Its news presenters are well-known having a following of their own. The Companys technology investments and collaborations with national and international news agencies ensure it can deliver differentiated content across both TV and Digital Media segments.
The Company has three Wholly Owned Subsidiaries (WOS) and two associate companies. Its digital publishing business has been consolidated under ‘Indiadotcom Digital Private Limited (IDPL), which is a WOS, to grow the digital media segment with a focus.
REACH (IN MILLIONS)
No. |
Name of the Channel | Primary Coverage Region / Genre | Language |
1 |
Zee News/Zee News HD | National | Hindi |
2 |
Zee Business | National - Business News | Hindi |
3 |
Zee Bharat | National | Hindi |
4 |
WION | Global | English |
5 |
Salaam TV | Pan India | Urdu |
6 |
Zee 24 Taas | Maharashtra | Marathi |
7 |
Zee 24 Ghanta | West Bengal | Bengali |
8 |
Zee Punjab Haryana Himachal | Punjab, Haryana, Himachal Pradesh and Jammu & Kashmir | Punjabi and Hindi |
9 |
Zee Madhya Pradesh Chhattisgarh | Madhya Pradesh and Chhattisgarh | Hindi |
10 |
Zee Rajasthan | Rajasthan | Hindi |
11 |
Zee Delhi NCR Haryana | NCR | Hindi |
12 |
Zee Bihar Jharkhand | Bihar and Jharkhand | Hindi |
13 |
Zee 24 Kalak | Gujarat | Gujarati |
14 |
Zee Uttar Pradesh Uttarakhand | Uttar Pradesh and Uttarakhand | Hindi |
15 |
Zee Telugu News | Andhra Pradesh | Telugu |
16 |
Zee Kannada News | Karnataka | Kannada |
17 |
Zee Tamil News* | Tamil Nadu | Tamil |
18 |
Zee Malayalam News* | Kerala | Malayalam |
19 |
Zee J&K Ladakh* | Jammu & Kashmir and Ladakh | Hindi |
The Company has gradually expanded its basket of digital properties and has a presence across various mediums including websites, social media pages and apps. In terms of the audience, it follows the same strategy as the TV segment to focus on a 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, as under:
The Company also has various Apps for these major
properties across different languages:
| # | App Brand | Languages |
| 1.1 | Zee News Live | Hindi, English |
| 1.2 | Zee 24Taas | Marathi |
| 1.3 | Zee Bharat | Hindi |
| 1.4 | Zee 24 Ghanta | Bengali |
| 1.5 | Zee Odisha News | Odia |
| 1.6 | Zee 24 Kalak | Gujarati |
| 1.7 | Zee Kannada News | Kannada |
| 1.8 | Zee Tamil News | Tamil |
| 1.9 | Zee Telugu News | Telugu |
| 1.10 | Zee Malayalam News | Malayalam |
| 2 | Zee Business | Hindi, English |
| 3 | WION | English |
| 4 | India.com | Hindi, English, Marathi |
| 5 | Pinewz | Hindi, English, Punjabi, Bengali, Telugu, Kannada, Gujarati, Marathi, Malayalam, Tamil, Odia, Assamese |
BUSINESS OPERATIONS
Broadcasting
The Company has developed a robust newsgathering infrastructure aligned with its stature as a premier media organization. This includes a comprehensive network of news bureaus, correspondents, and stringers strategically positioned across India, ensuring deep national coverage. Complementing this domestic reach is a growing global footprint, achieved through international correspondents and partnerships with leading news agencies, enabling timely and in-depth coverage worldwide.
To support efficient content creation and delivery across platforms, the Company has invested in state- of-the-art technology and integrated workflows. Advanced tools such as KU Band networks, OB vans with ENG capabilities, and real-time reporting systems enhance its ability to produce trust-worthy content and broadcast compelling news seamlessly. These strategic investments continue to strengthen the Companys competitive edge in both Television and Digital Media segments.
Distribution
The Companys distribution is built on a foundation of widespread reach and strategic efficiency to deliver its diverse news content to its audience across platforms. The Company addresses the changing market and regulatory situations by proactively reconfiguring such distribution bouquets and corresponding pricing. Driven by a strategy rooted in innovation and audience engagement, the Company has evolved beyond traditional linear television to build a robust digital ecosystem. This transformation reflects a proactive response to shifting consumer preferences and market
The Company addresses the changing market and regulatory situations by proactively reconfiguring such distribution bouquets and corresponding pricing. Driven by a strategy rooted in innovation and audience engagement, the Company has evolved beyond traditional linear television to build a robust digital ecosystem. dd
dynamics, allowing the Company to deliver customized content to both mass and niche audiences across multiple platforms. Beyond traditional television, its comprehensive digital presence includes proprietary websites, native mobile applications (available on both iOS and Android platforms), and a strong footprint across various social media channels. This multi-pronged digital dissemination strategy enables the Company to deliver news content to a vast and varied consumer base, from the tech-savvy younger demographic to the highly discerning premium market segment. This pervasive digital accessibility ensures that audiences across the web world can conveniently engage with our news, fostering an immersive and accessible viewing experience.
Business Strategy
The Companys growth strategy centres on several interconnected pillars, designed to deliver sustainable expansion of its footprint and solidify its market position:
Cross-Platform Presence
The Companys core approach involves a multiplatform presence to maximize reach, audience engagement and present value-added offerings to clients including bespoke advertising and engagement opportunities. Combining the broadest reach offered by television and the fast growth of digital and live events, the Company has moved its traditional TV channels to digital media by creating a parallel ecosystem encompassing diversified medium including websites and mobile applications and launched impactful event/ activation campaigns. This platform diversification not only allows it to cater to varied customer segments with tailored content but also capture a larger share of its customers media consumption and leverage content across platforms.
Hyper-Local and Global Focus
With Indias rich diversity in terms of language, culture, and consumption habits, the Companys strategy focuses on exploiting this significant opportunity through the implementation of a robust localization strategy. Its bouquet of channels and digital platforms are specifically designed to tap into lucrative geographical and linguistic niches. This approach aligns with the growing demand for personalized content and the presence of micro-demographic segments. In contrast, the Company has adopted an outward, from-India perspective, through its WION channel, which serves Indias viewpoint to the world.
Content Leadership to Ride on the Dynamic Media Landscape
The Company remains attuned to the evolving media environment, where traditional television viewership is experiencing slower growth, while digital platforms continue to expand rapidly. In response, the Company has implemented a comprehensive content and market strategy aimed at sustaining its market share and engaging a diverse audience base.
A key pillar of this strategy is the integration of packaging and content creation teams to tailor material for multiple platforms. This enables the Company to deliver news that is timely, relevant, and resonates with its target audiences. Recognizing the importance of global coverage, the Company has strategically positioned journalists in key international locations, significantly enhancing its global footprint and ensuring robust reporting across all channels.
To further strengthen its digital presence, the Company emphasizes localization and customized packaging, ensuring content is platform-appropriate and audience-specific. Renowned for its commitment to current affairs, the Company continues to produce content that reflects national interests while offering nuanced perspectives and in-depth analysis.
In response to regulatory changes and shifting viewer preferences, the Company consistently improves the appeal, diversity, volume, and interactivity of its content across platforms. During major global, national, or regional events, the Company prioritizes comprehensive programming—ranging from onground reporting and expert analysis to high-impact conclaves and forums—underscoring its role as a trusted source of news and insight.
Business Strengths
Brand Equity: With several firsts and a leading position across many segments in the TV industry, the Zee brand has earned equity over the last four decades. This legacy, including the many pioneering feats of its own, gives the Company a huge advantage in terms of brand trust. The Company has now combined this legacy with a fresh new unified identity that represents
44 The Companys portfolio includes several successful properties with segmentleading performance. This presence across different mediums, languages, geographies and audience niches enables the Company to deliver more value-added offerings to advertisers, help capture and retain a greater audience share in the News segment and diversify risk. 44
clarity, consistency and integrity to further build on this strength. The Company is also able to leverage synergies from partnerships with other group entities.
Diversified Portfolio: The Companys portfolio
includes several successful properties with segmentleading performance. This presence across different mediums, languages, geographies and audience niches enables the Company to deliver more value- added offerings to advertisers, help capture and retain a greater audience share in the News segment and diversify risk. The national presence also enables it to break news stories faster and better.
Access to Talent: While the brand legacy and diverse portfolio of properties help the Company attract the best talent in the industry, it has also proactively and consistently invested in onboarding and retaining highly capable, performance-oriented team of media professionals. This enables the Company to stand out in the crowded news media market through compelling, credible, thoughtful and engaging content that resonates with the viewers.
Business Overview
During the year, the network achieved a monthly average reach of 283 million viewers across all its TV channels and the digital properties collectively had a total of 6.6 billion page views and 193 million Monthly Average Users. The digital properties had a total of 299 million video views in FY2024-25.
Key Highlights New Identity
To align its visual and editorial identity with a renewed emphasis on innovation, technological progress, and purposeful journalism, the Company undertook a significant brand transformation. In May 2025, the
Company unveiled a refreshed and unified brand identity across all its properties. At the heart of this new identity is the reimagined Z, which is a bold symbol representing clarity, consistency, trust, unity, and evolution. This vibrant and cohesive identity is now shared by the flagship channels such as Zee News, Zee Business, and Zee Bharat, along with regional leaders like Zee 24 Taas, Zee 24 Kalak, Zee Uttar Pradesh Uttarakhand, Zee Bihar Jharkhand, and Zee Madhya Pradesh Chhattisgarh. This change marks a landmark moment in scale and significance. The new identity is much more than just a visual update; it represents a fundamental reinvention of how Indias most trusted news network engages with its audience. It stands for the network connecting emotionally, upholding integrity, and operating with purpose. The unified Z will guide Companys editorial vision, technological initiatives, and audience engagement going forward.
Zee News
Zee News ranked in the Top 5 Hindi News channels across the country. Its rank moved from 8th to 5th, and the relative share improved from 5.6% (Apr 24) to 9.6% (Mar 25).
Zee News Daily Average Time Spent by the Viewer (ATSV) increased by 40% and the viewership increased by 72.3%, while the genre grew only by
0. 8%.
Zhe channel became #1 in Free Platform Reach starting July24 (rank improved from 5 in June). Zee News Free Platform Reach grew by 36% from Apr24 to Mar25.
Zhe channels Overall Reach Rank improved from 7th to 3rd with an average of 131 million individuals every month (HSM 15+).
Its flagship show Baat Pate Ki (7:30 PM - 8:00 PM)
rose from Rank 10 in Apr24 to Rank 1 by Mar25.
Zrime-time programs Deshhit, DNA, Taal Thok Ke, and Rajneeti consistently ranked among the top.
Z he unrolled viewership on Lok Sabha Counting Day surged over 6 times. During the election reporting, the channel delivered a pathbreaking feat in the world of news media by having Zee News Artificial Intelligence (AI) anchor, Zeenia, deliver the AI- based Exit Poll data to viewers using cutting-edge technology, which mirrored the election results most accurately.
Z ee News marquee event Ek Bharat, Shreshtha Bharat event, hosted in August 2024, had a distinguished panel of leaders, policymakers, and industry experts discussing how each state plays an important role in shaping the countrys future. It also organised the Jaipuria Business and Leadership Conclave 2024, on entrepreneurship and leadership, with prominent industry leaders sharing their insights.
O ther key initiatives from the channel included a telecast of the prestigious Zee Real Heroes Awards 2025 commemorating the spirit of Republic Day and Unveiling India Quiz, in collaboration with the Department for Promotion of Industry and Internal Trade (DPIIT).
Zee Business
Z he networks national Business News channel in Hindi, Zee Business, maintained its leadership with 62.2% average share in FY2024-25.
Z he channels market share peaked at 65.6% during the Budget Speech.
Z t reached 3.7 million individuals monthly among HSM Male 22+ ABC TG.
Zee Business partnered with Kotak Neo to launch a special series catted Kona Kona Investor to empower investors across the country.
WION
Zhe channel had a monthly reach of 4.05 lakh among India Urban - Male 22+ AB TG with a higher ATSV than competition.
Zne of its marquee shows, Pulse, was among the top-rated shows in the English News genre.
Zee Madhya Pradesh Chhattisgarh
Zhe channel held #1 rank in MPCG News Genre from Aug24 onwards.
Zhe channel closed Mar25 with 26.8% market share, with the highest monthly average reach in the region of 4.1 million individuals (MPCG 15+).
Zee Madhya Pradesh Chhattisgarh, which caters to these states organized various events such as Education Conclave 2024 and Emerging Madhya Pradesh.
Zee Rajasthan
Zee Rajasthan emerged as the #1 channel in the Rajasthan News Genre during FY2024-25. It maintained its #1 rank for 8 out of 12 months and has been continuously leading since Nov24.
Z he channel held 44.4% share overall, peaking at 51.2% in Mar25 and reached 3.6 million individuals every month.
I t organised events such as Education Excellence 2024 to honour institutions in the state for their pivotal rote in elevating educational standards and Hai Naman Unko saluting the bravery, sacrifice, and indomitable spirit of our armed forces. The channel also organised Swarnim Rajasthan, an event to promote investments, industries, and
emptoyment opportunities in the state.
Salaam TV
Z he networks Urdu News Channel maintained its #1 position with a 75.5% share.
Z t achieved the highest average daily ATSV of 17 minutes and monthly reach of 5.3 million during the year.
Zee Delhi NCR Haryana
Z he channel held the #1 position in the Delhi NCR News genre with 50.7% share.
Z he channel remained #1 in 8 out of 12 months and has been continuously leading since Dec24.
Z he channel maintained an average monthly reach of 1.3 million individuals per month (Delhi 15+).
Zee 24 Ghanta
Z ee 24 Ghanta, the Companys regional channel catering to Bengali audiences, got the broadcasting rights for the prestigious Calcutta Premier League.
Z ee 24 Ghanta recorded an average monthly reach of 23 million viewers.
Z ts viewership increased by 69% during the RG Kar Hospital case coverage.
Zee 24 Taas
T he channel achieved 36.6 million average monthly reach.
Z ts viewership grew by 400% during the Maharashtra election Counting Day.
Zee 24 Kalak
Z ee 24 Katak, the networks Gujarati channel, achieved 13.5 million average monthly reach.
Z ts share improved from 16% to 17% over the year, and it became #1 in ATSV in Mar25. Other Channels
Zee Bharat reached an average of 44.6 million individuals per month (HSM 15+).
Zee Punjab Haryana Himachal reached an average of 8.1 million individuals per month (Pun/ Cha/ Har/ HP/ J&K 15+).
Zee Bihar Jharkhand reached an average of 4.2 million individuals per month (Bihar/ Jharkhand 15+).
Zee Uttar Pradesh Uttarakhand reached an average of 2.8 million individuals per month (Uttar Pradesh/ Uttarakhand 15+).
(Source: BARCI TG: 15+/22+ M ABC/22+ M ABI Markets: India, HSM, India Urban,
Regional Period: Apr24-Mar25 Time: 0600-2400 Hrs Screen: TV)
Digital
Zee Digital has consistently ranked 3rd among its peers in the overall news & Information category as per ComScore.
The YouTube and Facebook channels of Zee News achieved 40M Subscribers in April 2025 with the Facebook channel logging 490 million 3-second video views, the second highest since the COVID era.
Zideo views on the Companys YouTube channels increased by 60% in June 2024 to 1,864 million vs. 1,166 million in May 2024.
Zee Hindi achieved its highest ever user-base of 47.7M as per GA- Dec24.
Zee 24 Kalaks YouTube and Facebook channels achieved a total of 83 million views in April 2025, the highest in its lifetime.
Other Highlights:
Zased on requisite approvals and receipt of 25% of the Warrant Issue Price (Warrant Subscription Price) aggregating to 50 Crores, the Company allotted 13,33,33,333 (Thirteen Crores Thirty-Three Lakhs Thirty Three Thousand Three Hundred and Thirty Three Only) fully convertible warrants on a preferential basis to three Foreign Portfolio Investors (FPIs) (forming part of the Non-Promoter / Non-Promoter Group category) on November 7, 2024. The allotment of these Warrants entitles the Allottees to seek conversion of the Warrants in one or more tranches, within a maximum period of 18 months from the date of allotment of the Warrants, upon payment of Warrant Exercise Price of 11.25/- per Warrant (which is 75% of the Warrant Issue Price) into fully paid-up Equity Share of the Company on a 1:1 basis, at a price of 15/- per share (including a premium of 14/- per share), against each Warrant.
Zhe Board of Directors at its meeting held on January 13, 2025, approved the raising of funds through all permitted instruments, including but not limited to, by way of issuance of equity shares/ convertible bonds/ debentures/ warrants/ preference shares/ foreign currency convertible bond (FCCB)/ any other equity-linked securities and/ or any other securities including through preferential issue on a private placement basis, qualified institutional placement or any other methods or combinations thereof, listed or unlisted, for an amount not exceeding 400 Crores, in one or more tranches, subject to such approvals as may be required including that of shareholders/ regulatory and statutory approvals. The Board also approved increasing the shareholding limits for Foreign Portfolio Investors (FPIs) and Foreign Institutional Investors (FIls) from 24% to 49% of the paid-up share capital of the Company under the overall permissible limit of 49% subject to the approval of the shareholders of the Company.
INTERNAL CONTROL SYSTEMS
The Company has put in place internal control systems that are robust and appropriate to its size and operations. These controls ensure efficiency in business conduct, asset protection, prevention of fraud, and accurate and reliable financial reporting. It has put in place a comprehensive Management Information System (MIS) that supports effective decision-making and continuous monitoring of operational and financial metrics. Any significant changes and budget deviations observed during the periodic operational performance reviews based on the MIS are reported to the Board every quarter.
A dedicated internal audit team conducts regular, risk- focused audits across all functions under the oversight of the Audit Committee. Additionally, independent external auditors perform a statutory audit of financial statements. The Company employs a group of financially competent professionals to support the internal audit system by regularly conducting audits throughout the business units. The internal and statutory audit findings, financial statements, and reports are reviewed by the Audit Committee and Board.
HUMAN RESOURCES
The News Media industry is continuously evolving and highly competitive. The Company therefore needs to employ and retain high-calibre and dynamic professionals for its continued success. It achieves this through a strong emphasis on Human Resources policies that build a high-performance and engaging workplace environment in tune with its strategic plans.
Over the years, the Company has invested and developed best-in-class processes and systems to identify, hire, train, reward and recognize and nurture the right talent. The Companys vision and strategic objectives have guided it in achieving the best results. As of March 31, 2025, the Companys employee strength stood at 1,720 vis-a-vis 1,774 at the end of the previous financial year.
The age-wise and tenure-wise breakup of Companys workforce is as under:
RISKS & MITIGATION
The Companys position as a leading news broadcasting company in India, serving audiences across its length and breadth a mix of global, national and local news and infotainment exposes it to various risks that are intrinsic to the media and entertainment industry landscape. The news media broadcasting segment, while dynamic and growing, is also subject to various risks that could impact its operational performance and financial results. The Company continuously identifies, monitors, and assesses these risks and implements robust mitigation strategies to ensure sustainable growth by implementing a robust risk management framework and proactive approach.
1. Competition
Risk: The news media industry is highly competitive, with numerous national, regional, and digital players. Relatively low entry barriers have resulted in industry fragmentation with a high number of players. This further results in audience fragmentation and challenges in audience retention due to the plethora of choices available to them.
Mitigation: The Company follows the approach of differentiation and agglomeration. It provides high- quality, credible, and diverse content offerings in multiple languages, catering to specific audience niches and preferences. At the same time, it offers this content across various platforms to capture the audience across media. It invests in talent acquisition, journalistic excellence, and cutting- edge production capabilities to deliver compelling news and content. The Company also enjoys a strong brand recall due to its pioneering efforts and established presence in key markets, which provide it a competitive edge.
2. Liability Claims
Risk: Maintaining journalistic integrity, accuracy, and impartiality across multiple languages and diverse audiences in a highly competitive and often politically charged environment. The spread of misinformation and disinformation, particularly through digital platforms, poses a significant threat to credibility. These peculiarities of the news media expose the Company to the risk of litigation/ claims due to its reporting. If the Company publishes any non-permissible content, it may also have to face fines from the regulators.
Mitigation: With adherence to stringent editorial guidelines and a robust fact-checking process, the Company ensures accuracy and balance. It also invests in continuous training for its editorial teams on ethical journalism, responsible reporting, and digital verification tools.
3. Technological Disruption:
Risk: Rapid advancements in digital technologies (e.g., AI, CTV, OTT platforms) and evolving consumption patterns pose a threat to traditional broadcasting models. Failure to adapt to these
44 The Companys position as a leading news broadcasting company in India, serving audiences across its length and breadth a mix of global, national and local news and infotainment exposes it to various risks that are intrinsic to the media and entertainment industry
landscape. 44
changes can lead to audience migration and revenue loss.
Mitigation: The Company is actively pursuing a digital strategy with a presence across properties and formats. It is investing significantly in its digital platforms, mobile applications, and OTT presence. It has also started to integrate AI-based offerings for hyper-localisation while maintaining human oversight to ensure quality and authenticity.
4. Advertising Revenue Volatility:
Risk: Heavy reliance on Advertising revenue, which is the primary source of income for the Company, makes it susceptible to economic slowdowns, shifting advertiser preferences towards digital platforms, and increased competition.
Mitigation: The Company is focused on diversifying its revenue streams beyond traditional advertising, including subscription models, branded and customised content partnerships, and digital advertising solutions. It leverages various data points to offer value-added advertising solutions, enhancing client satisfaction. In addition, with the wide reach across multiple languages allows it to tap into diverse regional advertising markets.
5. Regulatory and Policy Changes:
Risk: The regulatory framework governing the Media & Entertainment sector includes several laws/ regulations and agencies. With the increased pace of technology change, this framework is also constantly evolving, albeit at a varied pace. These changes can negatively impact the Companys operations, content creation, and distribution.
Mitigation: The Company closely monitors policy developments and ensures proactive adherence to all applicable laws and regulations. In addition, it is an active participant with industry associations in making representations to the regulatory bodies on its interests and contributing to policy discussions.
6. Talent Acquisition and Retention:
Risk: The industry faces challenges in attracting and retaining skilled journalists, technical professionals, and digital experts, especially given the rapid pace of technological change.
Mitigation: The Company provides a vibrant work culture, competitive compensation and benefits, and continuous learning and development opportunities to its employees to improve retention of the best talent. With an environment that encourages innovation and creativity, and promotes professional growth, it is one of the employers of choice in the media sector.
7. Intellectual Property and Proprietary Rights Protection
Risk: Being in the media industry, the Company monetizes its intellectual property such as trademarks, content, and other proprietary IP assets to generate revenue. Any misuse of these IP assets and related rights can impact the Companys revenue. In addition, if such rights are challenged,
44 The spread of misinformation and disinformation, particularly through digital platforms, poses a significant threat to credibility. These peculiarities of the news media expose the Company to the risk of litigation/ claims due to its
reporting. 44 ^media
44 The Company leverages its own IP professionals and external consultants to ensure IP protection from misuse and proactively invests in awareness among its other stakeholders about IP protection.
invalidated, or circumvented, these could not only result in revenue loss but also lead to losses on account of claims or damage to reputation.
Mitigation: The key mitigation measures to address these risks include effective policies to identify/ develop, protect, monetize and use Intellectual Property in a regulated manner. The Company leverages its own IP professionals and external consultants to ensure IP protection from misuse and proactively invests in awareness among its other stakeholders about IP protection.
8. Geopolitical and Socio-Economic Volatility:
Risk: Macro events in the geopolitical, social, and economic realms can impact consumer spending, advertising budgets, and general business sentiment, which may directly or indirectly impact the Companys business.
Mitigation: Adopting financial discipline and a diversified business model help the Company withstand economic downturns and absorb any kind of one-off negative impacts from macro risks. With its pan-India presence localized disruptions have a limited impact on its business. The Company also remains vigilant about macro-economic indicators, and it adapts the strategies accordingly.
9. Success of new initiatives:
Risk: The Company acknowledges that sustaining its leadership in the media industry requires continuous innovation and the launch of new initiatives and properties. However, each new venture carries inherent risks, including the possibility of underperformance or failure. External factors beyond the Companys control may impact outcomes, requiring strategic adjustments and potentially delaying success. Such setbacks can lead to considerable financial implications.
Mitigation: To proactively manage these risks, the Company employs a robust planning framework that includes in-depth market research, the formation of high-performing teams, and the development of contingency strategies. Milestones are established to monitor progress and determine when to pivot or discontinue efforts, thereby minimizing potential losses. Additionally, the Company ensures that the scale of any individual project does not jeopardize its long-term sustainability or overall financial health. FINANCIALS AND FINANCIAL POSITION
Standalone and Consolidated Financials as on March 31, 2025:
The table below presents Standalone and Consolidated Financials for the Current and Previous Financial Years.
| Profit and Loss account for the year ended | Standalone | Consolidated | ||
| 2025 | 2024 | 2025 | 2024 | |
| Revenues | ||||
| Revenue from operations | 4,548.78 | 4,576.92 | 6,219.15 | 6,382.90 |
| Other income | 86.36 | 185.20 | 110.61 | 247.37 |
| Total Revenues | 4,635.14 | 4,762.12 | 6,329.76 | 6,630.27 |
| Expenses | ||||
| Operational cost | 1,055.54 | 1,185.82 | 1,390.73 | 1,525.42 |
| Employee benefits expense | 1,612.32 | 1,768.91 | 2,205.39 | 2,484.72 |
| Other expenses | 2,175.13 | 2,108.12 | 2,807.74 | 2,764.56 |
| Total Expenses | 4,842.99 | 5,062.85 | 6,403.86 | 6,774.70 |
| Operating Profit | (207.84) | (300.73) | (74.10) | (144.43) |
| Finance costs | 298.05 | 228.46 | 304.00 | 241.39 |
| Depreciation and amortisation expense | 941.20 | 568.15 | 1,190.36 | 849.36 |
| Profit before exceptional items and tax | (1,447.10) | (1,097.34) | (1,568.46) | (1,235.17) |
| Share of profit / (loss) of associates | - | - | - | 2.82 |
| Exceptional Items (net) | 88.06 | (32.15) | (30.40) | (34.98) |
| Profit / (loss) before tax | (1,359.04) | (1,129.49) | (1,598.86) | (1,267.33) |
| Less: Tax expense | (355.58) | (269.62) | (404.71) | (283.09) |
| Profit after tax | (1,003.46) | (859.87) | (1,194.15) | (984.24) |
| Profit after tax before minority interest | (1,003.46) | (859.87) | (1,194.15) | (984.24) |
| Profit after tax | (1,003.46) | (859.87) | (1,194.15) | (984.24) |
| Other comprehensive income (OCI) | ||||
| Items that will not be reclassified to profit or loss | ||||
| Change in Fair Value of investments | - | - | 1.19 | - |
| Re-measurement gains / (losses) of defined benefit obligation | 9.11 | (2.75) | 9.72 | 5.28 |
| Income tax effect on above | (2.29) | 0.69 | (2.61) | (1.33) |
| Share of OCI of associates | - | - | - | 0.01 |
| Other comprehensive income / (loss) for the year | 6.82 | (2.06) | 8.30 | 3.96 |
| Total comprehensive income / (loss) for the year | (996.64) | (861.93) | (1,185.85) | (980.28) |
| Earnings per equity share of 1 each fully paid up | ||||
| - Basic () | (1.60) | (1.37) | (1.91) | (1.57) |
| - Diluted () | (1.60) | (1.37) | (1.91) | (1.57) |
| Balance Sheet as at | Standalone | Consolidated | ||
| 2025 | 2024 | 2025 | 2024 | |
| Assets | ||||
| Non-current assets | ||||
| Property, plant and equipment | 757.40 | 1,058.49 | 905.85 | 1,257.09 |
| Capital work-in-progress | 8.83 | - | 8.83 | - |
| Right-of-use assets | 917.96 | 1,139.72 | 936.04 | 1,169.51 |
| Goodwill | - | - | 47.91 | 47.91 |
| Other intangible assets | 1,379.45 | 1,771.65 | 2,393.81 | 3,075.00 |
| Intangible assets under development | - | - | - | 3.90 |
| Investment in associates | - | - | - | - |
| Financial assets | ||||
| Investments | 4,032.78 | 4,072.68 | 427.88 | 424.08 |
| Other financial assets | 83.16 | 51.80 | 100.28 | 62.78 |
| Income tax assets (net) | 79.58 | 225.79 | 116.65 | 262.67 |
| Deferred tax assets (net) | 885.30 | 545.75 | 1,052.61 | 665.17 |
| Other non-current assets | 1.24 | 2.92 | 1.76 | 195.79 |
| 8,145.70 | 8,868.80 | 5,991.62 | 7,163.91 | |
| Current assets | ||||
| Financial assets | ||||
| Trade receivables | 1,718.01 | 1,688.75 | 1,992.62 | 2,056.00 |
| Cash and cash equivalents | 2.95 | 1.59 | 135.62 | 90.10 |
| Bank balances other than cash and cash equivalents | 3.20 | 2.90 | 6.64 | 6.89 |
| Other financial assets | 64.13 | 48.31 | 59.55 | 39.30 |
| Other current assets | 312.77 | 166.92 | 597.43 | 323.24 |
| 2,101.06 | 1,908.47 | 2,791.86 | 2,515.53 | |
| Non-current assets held for sale | 20.08 | - | 20.08 | - |
| Total | 10,266.84 | 10,777.27 | 8,803.56 | 9,679.44 |
| Equity and Liabilities | ||||
| Equity | ||||
| Equity share capital | 625.43 | 625.43 | 625.43 | 625.43 |
| Other equity | 3,644.62 | 4,141.26 | 1,581.69 | 2,267.55 |
| 4,270.05 | 4,766.69 | 2,207.12 | 2,892.98 | |
| Non-current liabilities | ||||
| Financial liabilities | ||||
| Borrowings | 16.99 | 25.21 | 17.81 | 27.26 |
| Lease Liabilities | 728.78 | 904.30 | 735.93 | 923.62 |
| Trade payables | 174.22 | - | 174.22 | 167.81 |
| Balance Sheet as at | Standalone | Consolidated | ||
| 2025 | 2024 | 2025 | 2024 | |
| Other financial liabilities | 273.59 | - | 292.16 | - |
| Provisions | 281.43 | 287.86 | 357.1 1 | 358.13 |
| Other non-current liabilities | - | - | 2.65 | - |
| 1,475.01 | 1,217.37 | 1,579.88 | 1,476.82 | |
| Current liabilities | ||||
| Financial liabilities | ||||
| Borrowings | 765.58 | 1,324.05 | 766.22 | 1,325.01 |
| Lease Liabilities | 205.05 | 172.21 | 217.22 | 183.22 |
| Trade payables | ||||
| - Dues of micro enterprises and small enterprises | - | - | 1.65 | 1.24 |
| - Dues of creditors other than micro enterprises and small enterprises | 694.62 | 708.97 | 1,094.40 | 1,070.76 |
| Other financial liabilities | 2,645.18 | 2,355.42 | 2,664.60 | 2,382.51 |
| Other current liabilities | 193.31 | 213.53 | 250.56 | 322.67 |
| Provisions | 18.04 | 19.04 | 21.63 | 23.04 |
| Current tax liabilities (net) | - | - | 0.28 | 1.19 |
| 4,521.78 | 4,793.21 | 5,016.57 | 5,309.64 | |
| Total | 10,266.84 | 10,777.27 | 8,803.56 | 9,679.44 |
A detailed analysis of the Consolidated Financials of the Company for the year ended 31 March 2025 vis-avis 31 March 2024 is presented below.
Revenue from Operations
The Operating Revenues of the Company decreased by 2.6%, from 6,382.90 million in FY24 to 6,219.15 million in FY25. The Companys revenue stream largely consists of two components, viz., Advertisement Income and Subscription Income, wherein the former contributes to 92.7% of the total revenues. The advertisement income has largely remained flattish over the year, whereas the subscription income has grown by 16.4% during the year.
The Companys revenue stream also includes a modest but growing contribution from the Sale of Content segment, through which the Company continues to monetize its proprietary content including archival assets. The revenue from the said stream has increased to 4.25 million in FY25 from 0.36 million in FY24.
Other Income
Other Income has declined from 247.37 million in FY24 to 110.61 million in FY25, primarily due lower liabilities and excess provisions written back in the current year.
Operational Cost
The Company has streamlined its operations, and the overall efficiency has led to a reduction in the operational costs by 134.69 million or 8.8%, from 1,525.42 million in FY24 to 1,390.73 million in FY25. Employee Benefit Expenses
The Companys strategic initiatives and operational optimisations have yielded positive results, leading to a reduction in Employee Benefit Expenses by 279.33 million, from 2,484.72 million in FY24 to 2,205.39 million in FY25.
Finance Cost
The Companys finance cost has increased to 304.00 million from 241.39 million in FY24, an increase of 62.62 million. This increase is largely attributed to the interest cost on lease liabilities (increased by 68.09 million during the year), whereas the interest on borrowings has reduced to 146.67 million in FY25 from 181.32 million in FY24.
Depreciation and amortisation expense
The depreciation and amortization expense increased from 849.36 million in FY24 to 1,190.36 million in FY25, the said increase is due to amortization of intangible assets during the year.
Other Expenses
Other expenses have increased marginally from 2,764.56 million to 2,807.74 million in FY25, i.e. by 1.6%. While the overall expenses have remained flattish, there are various reasons due to which the costs have increased on certain heads while declining on others, thus mitigating the effect.
Exceptional Items
Exceptional Items (earnings) of 30.40 million during FY25 comprises of the amount recovered during the year, which had been provisioned in earlier years.
Tax Expense
The Current Tax credit for FY25 stands at 14.66 million as against a tax charge of 10.66 million in
FY24. Further, the deferred tax credit amount was also higher at 390.05 million as against 293.75 million in the previous financial year. Both the current and deferred taxes are in line with the Income Tax Act, 1961.
Profitability
The consolidated profitability at EBITDA level had improved during the Financial Year 2025 from FY24. The EBITDA (loss) reduced to 184.8 million vs loss of 391.8 million, by nearly 53%, riding on reduction in operating costs and employee benefits expenses. However, due to increased depreciation as discussed above, the profitability at EBIT and PBT levels was lower than the previous financial year.
Financial Position Assets
Non-Current Assets
The block of tangible assets (Property, plant, and equipment) and intangible assets including capital work-in-progress and Right-Of-Use-assets for FY25 stands at 4,292.44 million in FY25 vs. 5,553.42 million in FY24. The reduction is on account of depreciation.
Investment in associates (TMPL and TRNPL) had been assessed for impairment as per Ind-AS 36 - "Impairment of Assets" as of 31 March 2024 and based on an independent valuers assessment, were fully provided for during that same year.
Financial assets
Non-current Investments have increased on aggregate basis to 427.88 million in FY25 from 424.08 million in FY24. There has been redemption of investments in NCDs while some new strategic investments have been done by the Group.
Other non-current financial assets increased to 100.28 million in FY25 from 62.78 million in FY24 due to increase in deposits.
The movements in tax assets viz. decrease in Income tax assets, from 262.67 million in FY24 to 116.65 million in FY25 and increase in Deferred tax assets (net), from 665.17 million in FY24 to 1,052.61 million in FY25 are due to temporary differences, arising on account of differential depreciation on property, plant and equipment and intangible assets as per the Income Tax Act, 1961 / the Companies Act, 2013, allowances for doubtful debts and advances, business losses and expenses disallowed under section the Income Tax Act, 1961, respectively.
Other non-current assets have decreased from 195.79 million in FY24 to 1.76 million in FY25 largely due to reduction in non-current portion of balances with government authorities (Indirect taxes).
CURRENT ASSETS
Financial assets
Orade receivables have been reduced to 1,992.62 million in FY25 from 2,056.00 million in FY24, signifying better recoveries.
Cash and cash equivalents and other Bank Balances have increased to 142.26 million in FY25 from 96.98 million in the previous year.
Other financial assets have increased from 39.30 million in FY24 to 59.55 million in FY25, due to increase in other receivables.
Other current assets which include tax assets
have increased to 597.43 million in FY25 from 323.24 million as certain indirect tax assets have been reclassified as current during FY25.
EQUITY & LIABILITIES:
Total equity includes Equity Share Capital and Other Equity. Although the equity share capital remains steady at 625.43 million and certain components of Other Equity viz. capital reserve, securities premium, general reserve havent changed, money received against Warrants has increased by 500.00 million. Further, retained earnings and other comprehensive income have shown an aggregate decline of 1,185.85 million, reflecting the results of operations of the year.
NON-CURRENT LIABILITIES
Non-current Borrowings have declined to 17.81 million in FY25 from 27.26 million in FY24. This balance exclusively comprises the long-term portion of vehicle loans.
Other non-current lease liabilities have reduced to 735.93 million from 923.62 million, in line with the terms and tenure of the underlying lease agreements.
Non-current Trade Payables of 174.22 million reflect
operational creditors and Non-current Other Financial Liabilities of 292.16 million denote other payables, with payment obligations extending beyond one year, as per negotiated terms.
Non-current Provisions which include provisions for gratuity and leave benefits, have remained flat at 357.11 million vs 358.13 million in previous year, based on actuarial assumptions.
CURRENT LIABILITIES
Current Borrowings have reduced significantly from 1,325.01 million in FY24 to 766.22 million in FY25, primarily on account of redemption of NCDs during the year.
Current lease liabilities stand at 217.22 million in FY25 as against 183.22 million in FY24.
Trade payables have not shown a material movement and stayed at 1,096.06 million as against 1,072.00 million in the previous year.
Other financial liabilities (current) have increased by 282.10 million to 2,664.60 million in FY25 mainly due to increase in provisions for other expenses.
Other current liabilities have reduced to 250.56 million in FY25 from 322.67 million in FY24.
Current provisions for employee benefits stand at 21.63 million as against 23.04 million in the previous year, in line with actuarial assumptions.
Current tax liabilities (net) stand at 0.28 million as at end of the year.
| Ratio | FY 25 | FY 24 | % Change | Remarks for > 25% or < -25% Change |
| Debtors Turnover (x) | 3.07 | 3.57 | -13.9% | - |
| Inventory Turnover (x) | - | - | - | - |
| Interest Coverage Ratio (x) | - 0.06 | -0.17 | 62.91% | Increased due to increase in earnings available for reduction in debt. |
| Current Ratio (x) | 0.56 | 0.47 | 17.47% | - |
| Debt Equity Ratio (x) | 0.36 | 0.47 | -24.00% | - |
| Operating Profit Margin (%) | -2.97% | -6.14% | 51.60% | Improved due to reduction in operating losses. |
| Net Profit Margin (%) | -19.20% | -15.42% | -24.52% | - |
| Return on Net worth - RoNW (%) | -54.11% | -34.02% | -59.03% | Declined due to reduction in effective net worth. |
BOARDS REPORT
Dear Members,
The Board of Directors of Zee Media Corporation Limited (ZMCL or Company) take pleasure in presenting the Twenty Sixth (26th) Annual Report of the Company, on the business and operations of the Company, together with Annual Audited Standalone and Consolidated Financial Statements and the
Auditors Report thereon, for the Financial Year ended March 31, 2025.
1. FINANCIAL HIGHLIGHTS
A summary of the financial performance of the Company for the Financial Year ended March 31, 2025, is as below:
| Particulars | Standalone - Year ended | Consolidated - Year ended | ||
| March 31,2025 | March 31,2024 | March 31,2025 | March 31,2024 | |
| Total Revenues | 4,635.14 | 4,762.12 | 6,329.76 | 6,630.27 |
| Total Expenses | 6,082.24 | 5,859.46 | 7,898.22 | 7,865.44 |
| Profit / (Loss) before Tax, Share of Profit / (Loss) of Associates & Exceptional Items | (1,447.10) | (1,097.34) | (1,568.46) | (1,235.17) |
| Exceptional Items | 88.06 | (32.15) | (30.40) | (34.98) |
| Share of Profit / (Loss) of Associates | - | - | - | 2.82 |
| Profit / (Loss) before Tax | (1,359.04) | (1,129.49) | (1,598.86) | (1,267.33) |
| Tax Expenses (Net) | (355.58) | (269.62) | (404.71) | (283.09) |
| Profit /(Loss) after Tax | (1,003.46) | (859.87) | (1,194.15) | (984.24) |
There are no material changes and commitments that occurred after the close of the financial year till the date of this report which affects the financial position of the Company, except as mentioned in this report.
Based on internal financial control framework and compliance systems established in the Company and verified by the external professional firms and statutory auditors and reviews performed by the management and/or the Audit Committee of the Board, your Board is of the opinion that Companys internal financial controls were adequate and effective during the Financial Year 2024-25.
2. DIVIDEND
In view of the need to conserve financial resources, your Board of Directors have not recommended any dividend for the Financial Year 2024-25.
The Board of Directors of the Company had approved and adopted a Policy on Distribution of Dividend, as amended from time to time, to comply with Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The said Policy of the Company sets out the parameters and circumstances that will be taken into account by the Board in determining whether or not to distribute dividend to its shareholders, the quantum of profits and/or retained profits to be distributed as dividend etc. The policy is available on the website of the Company viz. www.zeemedia.in.
3. BUSINESS OVERVIEW
Your Company is a leading player in Indias diverse and cacophonous news broadcasting and digital media landscape. As a pioneer in the 24/7 news segment and with its carefully calibrated strategies, the Company,
along with its subsidiaries, has managed to carve a place for its diversified bouquet of TV and digital properties, encompassing 19 news channels (comprising of 16 TV News channels - 1 Global, 4 National and 11 Regional channels along with 3 digital-only News channels) and multiple websites along with 14 mobile apps. The Company has gradually and diligently built its broad reach by catering to a wide array of global, national, and regional audiences, offering differentiated content in 12 multiple languages, reaching over 283 million individuals every month across India in FY 2024-25.
The Company has established a comprehensive network of news bureaus, correspondents, and stringers across India, significantly enhancing its newsgathering capabilities. This domestic reach is complemented by a global footprint through international correspondents and strategic partnerships with leading news agencies, enabling timely and in-depth coverage of events across geographies.
Driven by a strategy rooted in innovation and audience engagement, the Company has evolved beyond traditional linear television to build a robust digital ecosystem. This transformation reflects a proactive response to shifting consumer preferences and market dynamics, allowing the Company to deliver customized content to both mass and niche audiences across multiple platforms.
Advanced technologies have been integrated across the content value chain—from creation and assembly to distribution. Tools for live reporting and real-time updates further enhance the Companys ability to deliver compelling and differentiated news experiences. These strategic investments continue to reinforce its competitive edge in both Television and Digital Media segments.
The Company has progressively expanded its digital portfolio, establishing a strong presence through websites, mobile applications, and social media platforms. This multi-channel approach mirrors its television strategy, aiming to capture a broad audience while also catering to specialized interests. The digital offerings include a diverse range of websites, each aligned with specific channels and sub-brands, featuring multilingual content and tailored sections to engage varied audience segments.
Strategic alliances with national and international news agencies have further strengthened the Companys global reporting capabilities. Through this network, the Company facilitates on-the-ground and live coverage from across the world, significantly enhancing the international reach of its channels—most notably WION, which continues to benefit from this expansive global presence.
The Company is a key player in the Indian Media & Entertainment (M&E) sector, which contributed 0.73% of the national GDP in 2024. As per the FICCI EY report of March 2025, the Indian M&E sector grew at a moderate pace in 2024, reaching an estimated INR 2.5 trillion (USD 29.4 billion) with a 3.3% increase over 2023. This not only lagged the sectors growth in the previous year of 8.3% but also the growth in Indias Nominal GDP of 9.8%. While the ad spending expanded by 8.1%, which was in the ballpark of the 8.7% Nominal Per Capita GDP growth, the revenue from Subscriptions fell by 1.6% and from Content & Services was flat. The Company has a presence in three segments of the M&E sector, viz. Television, Digital Media and Live events. Digital media and Live events were the best performers in terms of growth in 2024 with a 17% and 14.9% YOY rise respectively. The Television segment saw a degrowth of 4.5%. The Indian M&E sector is projected to rebound strongly in 2025, with an anticipated growth rate of 7.2% to reach INR 2.7 trillion (USD 31.6 billion). The Global Media & Entertainment (M&E) sector on the other hand is poised for substantial growth with a projected growth rate of -7.5% over 2024 and to reach approximately $2,871.79 billion in 2025, as per The Business Research Company. The sector is undergoing an exciting growth phase and evolution driven by transformative technologies. The expansion is being shaped by changing consumption habits and technological advancements. Key trends driving this expansion and evolution include the pervasive smartphone penetration and presence of social media, the continued dominance and transformation of streaming services, accelerating integration of Artificial Intelligence (AI) and machine learning in revolutionizing content personalization and advertising, the rising popularity of podcasting and independent creators, the
increasing adoption of interactive and immersive content
experiences through AR and VR technologies, and the
sustained explosive growth in gaming.
Key Highlights of the Company Performance in FY 2024-25:
• The Companys bouquet of TV channels had a monthly average reach of 283 million individuals in India in FY 2024-25.
• Its digital properties garnered 6.6 billion page views and 193 million Monthly Average Users during the financial year. Zee Digital consistently ranked third in FY 2024-25 in the news and information category, as per ComScore.
• The flagship channel of the Company, Zee News, was among the first to integrate AI in its programming by using an AI anchor, Zeenia, which delivered AI-based exit poll information that was among the most accurate in predicting voting trends.
• On the back of its continued excellence in delivering customised content aimed at audience niches, integrated programming through the conduct and telecast of live events aimed at engaging specific segments of the audience, and news gathering, Zee News rose from the 10th position before FY 2024-25 to rank in the top 5 during the major part of FY 2024-25.
• The regional channels of the Company also organized several events centered around the themes relevant to the local audience. Some of the notable ones were Zee Real Heroes Awards 2025, Unveiling India Quiz and Ek Bharat, Shresth Bharat by Zee News, Emerging Madhya Pradesh by Zee Madhya Pradesh Chhatisgarh, Hai Naman Unko and Swarnim Rajasthan by Zee Rajasthan, and Leaders of Prayagraj and Vikas Ki Devbhoomi by Zee Uttar Pradesh Uttaranchal.
• Zee 24 Ghanta won the live telecast rights for the popular Calcutta Premier League. _
Financial Performance
The Consolidated Operating Revenue decreased marginally by 2.6% (from 6,382.90 million in FY24 to 6,219.15 million in FY25) while the Operating EBITDA loss reduced from 391.80 million in FY24 to 184.8 million in FY25, reducing by nearly 53%, riding on reduction in operating costs and employee benefits expenses. Finance costs and Depreciation and Amortization Expenses rose during the year. The Net loss was 1,194.2 million in FY25 as compared to a net loss of 984.24 million in FY24.
Consequent to the invocation of the Corporate Guarantee issued by the Company in relation to the non-convertible debentures of Diligent Media Corporation Limited (DMCL) and subsequent to the discharge of liability by the Company under the said Corporate Guarantee, an amount of 2,900 million was recoverable by the Company from DMCL, in addition to other receivables. Post discussions, the Company and DMCL proposed to settle the entire outstanding amount by - transfer / assignment of Identified Trademarks of DMCL valued at 1,700 million, cash payment of 120 million and writing off of the balance amount. The Board of Directors of both the companies had approved the Settlement Agreement inter-alia containing the detailed terms of Settlement. The said settlement terms were approved by the shareholders of the Company and were also approved by the shareholders of DMCL. Upon receipt of the requisite approvals, the Company, during the year ended March 31, 2023, had entered into the Settlement Agreement with DMCL, which was subject to transfer of all rights, clear title and interest in the identified trademarks of DMCL to the Company. As per the said Settlement Agreement, the Company had received the payment of 120 million from DMCL and written off receivables during the year ended March 31, 2023. Subsequently, the Companies executed addendums / documents with respect to the settlement agreement, affirming that the Company will have exclusive rights over the Identified Trademarks and DMCL shall take all steps to transfer the clear title pertaining to the Identified Trademarks to the Company in a phased manner. Basis the execution of aforementioned documents, the Company has
recognized the Identified Trademarks as an intangible asset during the year ended March 31, 2024. Further, during the FY 2024-25, the Company executed a Deed of Hypothecation to retain its exclusive rights over the identified trademarks. As on the quarter ended June 30, 2025, DMCL has completed the entire billing upon the Company.
The Board at its meeting held on February 3, 2021, and basis the applications received from the investors, had approved the allotment of 2,300 (Two Thousand Three Hundred) unrated, unlisted, secured, redeemable NonConvertible Debentures (NCDs) bearing a face value of 10,00,000/- (Rupees Ten Lakh only), each for cash at par, aggregating to 2,30,00,00,000/- (Two Hundred and Thirty Crores only), carrying coupon @ 9% per annum, on a private placement basis. During the Financial Year, the Company has duly repaid the entire outstanding against the said NCDs and all the NCDs have been redeemed.
4. SUBSIDIARIES & ASSOCIATE COMPANIES
As on March 31,2025, your Company has 3 (Three) Wholly Owned Subsidiaries (WOS) viz. Zee Akaash News Private Limited, Indiadotcom Digital Private Limited and Pinews Digital Private Limited (Presently known as Pinewz Digital Private Limited). In addition, the Company has 2 (Two) Associate entities, viz. Today Merchandise Private Limited and Today Retail Network Private Limited.
Wholly Owned Subsidiaries:
Zee Akaash News Private Limited
Zee Akaash News Private Limited (ZANPL) is a WOS of the Company incorporated in the State of Maharashtra on December 28, 2005. The Company is, inter alia, engaged in the business of broadcasting of satellite television channels namely - Zee 24 Ghanta in Bengali Language. The Company is an unlisted material subsidiary as on March 31,2025, as per the thresholds laid down under the Listing Regulations. In compliance with the provision(s) of Regulation 24 of the Listing regulations, Mr. Raj Kumar Gupta, Independent Director of the Company, acts as an Independent Director on the Board of Zee Akaash News Private Limited (unlisted material subsidiary).
During the financial year under review, post requisite approvals, ZANPL entered into a definitive Agreement dated October 10, 2024, for making an investment of upto 3,75,22,391/- (Rupees Three Crore Seventy-Five Lakh Twenty Two Thousand Three Hundred and Ninety One Only), in tranches, in Flutrr Digimate Private Limited ("Flutrr"), a company inter-alia engaged in the field of providing information technology solutions and technology enabled services. The said investment is through equity shares and convertible warrants of Flutrr. The said strategic investment aims to leverage ZANPLs capabilities and expand its reach, thereby enhancing its competitive position and driving growth opportunities.
Post closure of the financial year under review, post requisite approvals, ZANPL entered into a definitive Agreement dated May 2, 2025, for making an investment of upto 1,79,42,813/- (Rupees One Crore Seventy Nine Lakhs Forty Two Thousands Eight Hundred and Thirteen Only), in tranches, in ALT Realtech Private Limited (ALTDRX), a company inter-alia engaged in the field of business of operating a digital real estate marketplace and platform that allows users to invest in real estate backed by tradeable digital assets. The said investment is through equity share and warrants of ALTDRX. The said strategic investment aims to leverage ZANPLs capabilities and expand its reach, thereby enhancing its competitive position and driving growth opportunities.
Indiadotcom Digital Private Limited
With a rationale for projected substantial growth of the digital publishing business division and with an objective to unlock the digital value and focus on growth of the digital publishing business across the globe, post necessary approvals, Rapidcube Technologies Private Limited was incorporated as a WOS of the Company on October 29, 2020, to undertake the digital publishing business. Rapidcube Technologies Private Limited changed its name to Indiadotcom Digital Private Limited (IDPL) for a better reflection of its current business proposition.
The Company is a unlisted material subsidiary as on March 31, 2025, as per the thresholds laid down under the Listing Regulations. In compliance with the provision(s) of Regulation 24 of the Listing regulations, Ms. Swetha Gopalan and Mr. Raj Kumar Gupta, Independent Directors of the Company, act as Independent Directors on the Board of IDPL.
During the financial year under review, post requisite approvals, IDPL entered into a definitive Agreement dated April 12, 2024, for making an investment of upto 8,76,00,000/- (Rupees Eight Crore Seventy Six Lakh Only), in tranches, in Vyomeen Media Private Limited (Newsreach), a company inter-alia engaged in the field of PR, media and advertising. The said investment is through equity shares and convertible equity linked instruments (Optionally Convertible Redeemable Preference Shares) of Newsreach. The said strategic investment aims to bolster IDPLs presence in the digital publishing sector and unlock value in the expanding media landscape.
Pinewz Digital Private Limited
Pinews Digital Private Limited, the WOS of Zee Media Corporation Limited was incorporated on July 3, 2024. The Company had been incorporated inter-alia to carry on the business of mainstream media, through Hyper Local App, by intelligently driven Artificial Intelligence. Post closure of the Financial Year under review, the name of the Company was changed from Pinews Digital Private Limited to Pinewz Digital Private Limited, with effect from June 17, 2025.
Zee Media Inc
Zee Media Inc, the WOS of Zee Media Corporation Limited was incorporated on April 4, 2024, in the State of Delaware, United States of America. The Company had been incorporated inter-alia to carry on the business of dissemination of the Companys content on all distribution platforms, including linear and digital platforms and to undertake targeted award and event functions.
Due to pending approvals for Overseas Direct Investment (ODI), no investment towards capital has been made by the Company in Zee Media Inc till date.
Associates:
Today Merchandise Private Limited and Today Retail Network Private Limited are the associate companies of your Company. Today Merchandise Private 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.
In addition to the above, the Board at its meeting held on June 13, 2024, approved incorporation of a WOS of the Company in India to inter-alia engage in the business of bringing forth ancient knowledge of scriptures intersecting with modern science, focusing on spirituality, mindfulness and wellbeing through the launch of appropriate digital and alternative media properties in the infotainment space. The said WOS is yet to be incorporated.
Your Company funds its subsidiary (ies), from time to time, to meet the working capital and other business requirements, in compliance with applicable regulatory provisions. During the year ended March 31, 2023, the Company had converted unsecured loan along with trade receivables aggregating to 1,100.00 million into 110 number of 0.01% Optionally Convertible Debentures (OCDs) of 10.00 million each, of its wholly owned subsidiary (WOS) viz. Indiadotcom Digital Private Limited. The said OCDs are convertible into equity shares of 10 each in the ratio of 1:1,000,000, within 9 years or at the option of the IDPL, whichever is earlier. Post partial redemption of the OCDs, as on March 31, 2025, the Company holds 95 number of 0.01% Optionally Convertible Debentures (OCDs) of 10.00 million each aggregating to 950 million, in Indiadotcom Digital Private Limited.
Simultaneously during the financial year ended March 31, 2023, the Companys other WOS viz. Zee Akaash News Private Limited also converted the unsecured loan of 200.00 million into 20 number of 0.01% Optionally Convertible Debentures (OCDs) of 10.00 million each, of Indiadotcom Digital Private Limited at same terms of issuance. Further, during the financial year ended March 31, 2024, Zee Akaash News Private Limited also converted additional unsecured loan of 200.00 million into 20, 0.01% Optionally Convertible Debentures (OCDs) of 10.00 million each, of Indiadotcom Digital
Private Limited, at the same terms. Accordingly, as on March 31,2025, Zee Akaash News Private Limited holds 40 number of 0.01% Optionally Convertible Debentures (OCDs) of 10.00 million each aggregating to 400 million, in Indiadotcom Digital Private Limited.
During the year, there have been no material changes in the nature of business of the subsidiaries. All subsidiaries and associates of the Company are managed by their respective Board of Directors / Management teams in the best interest of those Companies and their shareholders.
Apart from the above, the Company does not have any Subsidiary / Joint-venture / Associate Company.
Audited Accounts of Subsidiary Company
Your Company has prepared the Annual Audited Consolidated Financial Statements in accordance with Section 129(3) of the Companies Act, 2013 (the Act) read with the applicable Indian Accounting Standards and Listing Regulations. As required under the Indian Accounting Standards (Ind AS), notified under Section 133 of the Act and applicable provisions of the Listing Regulations, the Audited Consolidated Financial Statements of the Company reflecting the Consolidation of the Accounts of its Subsidiaries and Associates are included in this Annual Report. Further, a Statement containing the Salient Features of the Financial Statements of Subsidiaries/ Associate Companies pursuant to sub-section 3 of Section 129 of the Act in the prescribed Form AOC-1 is appended as Annexure to this Board Report.
In accordance with Section 136 of the Act, the Annual Audited Financial Statements including the Consolidated Financial Statements and related information of the Company and Annual Audited Accounts of the Subsidiaries are available on the investor section on the website of the Company viz. www.zeemedia.in. Your Company also has a policy in place for determining Material Subsidiaries in terms of the provisions of Listing Regulations. The Policy for determining Material Subsidiaries is available on the Companys website viz. www.zeemedia.in. As on March 31, 2025, the Company has two unlisted material subsidiaries viz. Zee Akaash News Private Limited and Indiadotcom Digital Private Limited.
5. CAPITAL STRUCTURE
During the year under review, there was no change in the Capital Structure of the Company. Accordingly, as at March 31, 2025, the Capital structure stand as follows:
• The Authorised Share Capital of the Company is 1,93,00,00,000/- (Rupees One hundred and ninety three crores only) divided into 1,770,000,000 (One hundred and seventy seven crores) Equity Shares of 1/- (Rupee One) each and 160,000,000 (Sixteen crores) Preference Shares of 1/- (Rupee One) each.
• The Paid-up Equity Share Capital of the Company is 62,54,28,680/- (Rupees Sixty two crore fifty four lakhs twenty eight thousand six hundred and eighty Only) divided into 625,428,680 (Sixty two crore fifty four lakhs twenty eight thousand six hundred and eighty) Equity Shares of 1/- (Rupee One) each.
Listing of 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 2025-26 to the said Stock Exchanges.
Depositories
Your Company has arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), the Depositories, for facilitating the members to trade in the equity shares of the Company in Dematerialized form. The Annual Custody fees for the Financial Year 2025-26 have been paid to both the Depositories.
6. FUND RAISING
A. Issuance of Convertible Warrants to Promoter Group:
In order to meet the growth trajectory / future business expansion plans and to meet its working capital, capital expenditure and general corporate
purpose requirements, the Board at its meeting held on November 12, 2021, upon a request received from a promoter group entity expressing its support / intention to invest in the Company, approved the issuance of upto 135,000,000 (Thirteen Crores and Fifty Lakhs only) Warrants at a Price of 12.20/- per Warrants (Warrant Issue Price), aggregating up to 1,647,000,000/- (Rupees One Hundred Sixty Four Crores and Seventy Lakhs Only), in terms of applicable regulatory provisions.
Further, the Board at its meeting held on January 5, 2022, in furtherance to the approval of the shareholders and other requisite approvals, and upon receipt of an upfront amount of 3.05/- (Rupees Three decimal point zero five Only) for each Warrant, aggregating to 411,750,000/- i.e. 25% of Warrant Issue Price, allotted 135,000,000 Warrants on preferential basis to Asian Satellite Broadcast Private Limited, a Promoter Group Entity. The said Warrants were inter-se transferred from Asian Satellite Broadcast Private Limited to another Promoter Group Entity named Elitecast Media Limited (Elitecast). In terms of the applicable provisions and terms of the offer, the payment of Warrant Exercise Price (being 75% of Warrant Issue Size) was due on or before July 5, 2023.
Elitecast informed the Company that pursuant to the Order(s) passed by 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 Securities and Exchange Board of India (SEBI) to seek relaxation / extension for receiving the Warrant Exercise Price from Elitecast. Accordingly, the Company filed an Exemption Application under Regulation 300 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, seeking relaxation of strict enforcement of Regulation 162 (1) read with 169(3) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, with SEBI. SEBI vide its communication dated August 24, 2023, has advised the company that it may seek the said relaxation / extension post final Order of Honble DRT in the said matter and Company to abide by directions of the Honble DRT in this regard.
B. Issuance of Convertible Warrants to Foreign Portfolio Investors:
During the financial year under review, the Board at its meeting held on June 26, 2024, considered and granted its In-Principle approval to raise funds through permissible means under applicable laws including but not limited to, by way of, issue of equity shares/ convertible bonds/ debentures/ warrants/ preference shares/ foreign currency convertible bond / any other equity linked securities and/ or any other securities, for an amount not exceeding 200 crores, in one or more tranches, subject to such approvals as may be required including that of shareholders / regulatory and statutory approvals. The Company initiated the process to seek the approval of the Shareholders by way of a Special Resolution through notice of postal ballot dated June 26, 2024, for Issuance of Securities for an amount not exceeding 200 Crores. The E-voting period commenced on Friday, July 12, 2024, at 9:00 A.M. (IST) and ended on Saturday, August 10, 2024, till 5:00 P.M. (IST). The Shareholders of the Company approved the said fund-raising proposal vide the resolution passed on August 10, 2024. The voting results, in compliance with Regulation 44(3) of the Listing Regulations and the Scrutinizers Report as per Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, was duly submitted to the Stock Exchanges within the stipulated timelines.
The Board at its meeting held on September 27, 2024, evaluated the possibility of issuing equity shares or other instruments, including convertible securities, for an aggregate amount up to 200 crores. The Board at the said meeting also took on record the letter of intent received by the Company from three Foreign Portfolio Investors. Thereafter, the Board approved
raising of funds through Issuance of upto 13,33,33,333 (Thirteen Crores Thirty-Three Lakhs Thirty-Three Thousand Three Hundred and Thirty Three Only) Warrants, fully convertible or exchangeable for, one fully paid-up equity share of the Company (Warrants) at an issue price of 15/- (Rupees Fifteen Only) per Warrant, aggregating to an amount not exceeding 2,00,00,00,000/- (Rupees Two Hundred Crores Only), with the right to Warrant Holder(s) to apply for and be allotted 1 (One) fully paid Equity Share of the face value of 1/- each of the Company at a price of 15/- per Equity Share (including premium of 14/- per Equity Share) for each Warrant, with the amount paid against each Warrant to be adjusted against the issue price for the resultant Equity Share, within a period of 18 (Eighteen) months from the date of allotment of the Warrants, to the below entities (Foreign Portfolio Investors) forming part of Non-promoter / NonPromoter Group of the Company, on preferential basis:
• UNICO Global Opportunities Fund Limited
• AL Maha Investment Fund PCC - Onyx Strategy
• Ebisu Global Opportunities Fund Limited
In terms of the issue, an amount equivalent to 25% of the Warrant Issue Price (i.e. 3.75/- per Warrant) was paid at the time of subscription to the Warrants. The said 3.75/- (i.e. Warrant Subscription Price) will be adjusted and appropriated against the issue price of the resulting equity shares. Accordingly, the Warrant Subscription Price shall be adjusted and appropriated only against the issue price of the resulting Equity Share. The adjustment shall not be against the Warrant Exercise Price (i.e. 75% of the Warrant Issue Price). The adjustment shall be done into the resulting equity shares, upon receipt of entire Warrant Issue Price, when the Company shall be converting Warrants and Issuing the Equity Shares.
The objects of the said Issue, as approved by the Board of Directors of the Company, are as below:
| S. No. | Particulars | Total estimated amount to be utilised for each of the Objects (Crs.) | Tentative timelines for utilization of Issue Proceeds from the date of receipt of funds |
| 1 | Payment of Current Liabilities* | 125 | Within 6 months from the receipt of funds |
| 2 | Capital Expenditure* | 25 | |
| 3 | General Corporate Purpose | 50 | |
| Total | 200 |
The Company does not intend to use the proceeds for any other purpose in the interim. Till such time the issue proceeds are fully utilized, the Company shall keep the subscription amount in the bank account of the Company.
The approval of the shareholders of the Company for the aforesaid issuance of Fully Convertible Warrants was obtained at Extra Ordinary General Meeting of the Company held on October 22, 2024. The Company had submitted its application to BSE Limited and the National Stock Exchange of India Limited (Stock Exchanges) seeking In-Principle approval with respect to the aforesaid issuance of Fully Convertible Warrants on preferential basis, and the approval for the same was granted by the Stock Exchanges on October 24, 2024.
Post receipt of the shareholders / regulatory and statutory approvals and upon receipt of 25% of the Warrant Issue Price, i.e., 3.75/- per warrant, aggregating to 49,99,99,999/- (Rupees Forty Nine Crores Ninety Nine Lakhs Ninety Nine Thousand Nine Hundred and Ninety Nine Only), as the Warrant Subscription Price, the Board on November 7, 2024, allotted 13,33,33,333 (Thirteen Crores Thirty
Three Lakhs Thirty Three Thousand Three Hundred and Thirty Three Only) fully convertible warrants (Warrants) at a price (inclusive of both the Warrant Subscription Price and the Warrant Exercise Price) of 15/- per warrant (Warrant Issue Price), on a preferential basis to three Foreign Portfolio Investors (FPIs) (forming part of the Non-Promoter / Non-Promoter Group category). The Company has fully utilized the Upfront Warrant Subscription money towards the objective for which funds were raised, and the monitoring reports are being filed with the Stock Exchanges in this regard, as per extant applicable provisions.
C. Issuance of Foreign Currency Convertible Bonds (FCCB):
The Companys business of broadcast and distribution of News and Current Affairs linear channels, is not only extremely competitive but also an ever-changing one, because of which the Company continues to face new challenges. In order to face and overcome these challenges and continue to improve its performance, the company needs to be not only dynamic but also sufficiently funded to tackle these challenges. The Company continues to undertake additional steps to further enhance its financial capabilities through additional fund raising to support its growth trajectory and future business expansion plans. In view of the same, during the Financial Year under review, the Board at its meeting held on January 13, 2025, granted its in-principle approval for exploring available options for raising of further funds through all permitted instruments, including but not limited to, by way of issuance of equity shares/ convertible bonds/ debentures/ warrants/ preference shares/ foreign currency convertible bond (FCCB) / any other equity linked securities and/ or any other securities including through preferential issue on a private placement basis, qualified institutional placement or any other methods or combinations thereof, listed or unlisted, for an amount not exceeding 400 crores (or equivalent amount in foreign currency), in one or more tranches, subject to necessary approvals.
The fund-raise will enhance the financial capabilities of the Company to, inter-alia, support its growth trajectory and future business expansion plans by entering new markets globally and launching new and innovative products, to fortify its position and strength. This will enable the Company to further establish itself as a leading provider of high-quality content, catering to the evolving needs and preferences of its audiences. By expanding its offerings, the Company aims to increase its reach and engagement, diversify its revenue streams, and strengthen its position. The proposed fund-raise will provide the Company with the necessary resources to support its growth plans, including investing in new technologies, enhancing its content offerings, and expanding its marketing and distribution efforts. Overall, the fund-raise is a strategic move to support the Companys long-term growth and success, and to establish itself as a leading player in the Industry.
The said proposal was placed before the shareholders of the Company for their approval through Postal Ballot process and the same was approved with requisite majority on February 21, 2025. Post receipt of the shareholders approvals, the Board at its meeting held on April 8, 2025, approved raising funds by issuance of 5% coupon, unsecured, unlisted, Foreign Currency Convertible Bonds up to USD 4,65,90,000, with a maturity of 10 years (FCCBs) on a private placement basis to UNICO Global Opportunities Fund Limited and Sun India Opportunities Investing Fund incorporated VCC sub-fund (Proposed Investors), on terms and conditions as decided between the Company and the Proposed Investors, as per the applicable ECB guidelines set forth by the Reserve Bank of India. Definitive agreements were entered into between the Company and the Proposed Investors in this regard.
The Company had submitted its application to BSE Limited and the National Stock Exchange of India Limited seeking In-Principle approval with respect to the aforesaid issuance of FCCBs, and the approval for the same was granted by National Stock Exchange of India Limited on May 2, 2025, and BSE Limited on May 5, 2025. The Company has also obtained the Loan Registration Numbers (LRNs) from Reserve Bank of India with respect to the aforesaid FCCBs. The FCCB issuance is presently open, and the allotment shall be made upon receipt of the subscription money.
DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT(S):
(Pursuant to applicable provisions of the Listing Regulations and the Act1
| Particulars | A. Issuance of Convertible Warrants to Promoter Group (Preferential Allotment) | B. Issuance of Convertible Warrants to Foreign Portfolio Investors (Preferential Allotment) |
| Board approval date for Issuance | November 12, 2021 | September 27, 2024 |
| Shareholder Approval Date | December 14, 2021 | October 22, 2024 |
| Board approval date for allotment | January 5, 2022 | November 7, 2024 |
| Type of Instrument | Fully Convertible Warrants on preferential basis | Fully Convertible Warrants on preferential basis |
| Number of Warrants Allotted | 13,50,00,000 (Thirteen Crores Fifty Lakhs Only1 | 13,33,33,333 (Thirteen Crores Thirty Three Lakhs Thirty Three Thousand Three Hundred and Thirty Three Only) |
| Issue Price per Warrant | 12.20/- (Face value 1/- and Premium 11.20/-) | 15/- (Face value 1/- and Premium 14/-) |
| Conversion Price | Upon payment of Warrant Issue Price, the amount paid against each Warrant will be adjusted against the issue price for the resultant Equity Shares. | Upon payment of Warrant Issue Price, the amount paid against each Warrant will be adjusted against the issue price for the resultant Equity Shares. |
| Total Fundraising Potential | 1,64,70,00,000/- | 1,99,99,99,995/- |
| Upfront Subscription Amount (25%) | 41,17,50,000/- (3.05/- per warrant) | 49,99,99,998.75/- (3.75/- per warrant) |
| Balance Amount Payable (75%) | 1,235,250,000/-, due by July 5, 2023 (Warrant holder informed that pursuant to the Order(s) passed by Honble Delhi High Court and other courts, it had been directed to maintain status quo in respect of the said Warrants. The Company filed an Exemption Application under Regulation 300 of the SEBI ICDR Regulations seeking relaxation of strict enforcement of Regulation 162 (1) read with 169(3) of the SEBI ICDR Regulations, with SEBI. SEBI vide its communication dated August 24, 2023, has advised the company that it may seek the said relaxation / extension post final Order of Honble DRT in the said matter and Company to abide by directions of the Honble DRT in this regard.) | 1,49,99,99,996.25/-, due by May 2026 (within 18 months of allotment) |
| Date of Allotment | January 5, 2022 | November 7, 2024 |
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| Objects of the Issue | To support digital publishing business of Companys wholly owned subsidiary, to meet the growth trajectory / future business expansion plans of the Company, expanding horizons of Companys linear and digital business in the international markets and to meet working capital, capital expenditure and general corporate purpose requirements. | Sr. | Particulars | Estimated amount to be utilised (Crs.) |
| 1 | Payment of Current Liabilities* | 125 | ||
| 2 | Capital Expenditure* | 25 | ||
| 3 | General Corporate Purpose | 50 | ||
| Total | 200 | |||
| * includes payments towards various short-term liabilities that are due in the ordinary course of business, such as vendors for services, short-term creditors and includes payment of debt. $ includes payment for purchase of long-term tangible and intangible assets and investments towards future business expansion initiatives of the Company. | ||||
| Amount utilised during FY 2024-25 | The upfront subscription amount aggregating to 41,17,50,000/- has been duly utilized towards the stated objects in the FY 2021-22 | The upfront subscription amount aggregating to 49,99,99,998.75/- has been duly utilized towards the stated objects in the FY 2024-25 | ||
| Amount utilised till March 31, 2025 | 41,17,50,000/- | 49,99,99,998.75/- | ||
| Un-utilised Amount as on March 31, 2025 | Nil | Nil | ||
| Number of shares allotted or to be allotted in case the right or option is exercised by all the holders of such securities | 13,50,00,000 (Thirteen Crores Fifty Lakhs Only) | 13,33,33,333 (Thirteen Crores Thirty Three Lakhs Thirty Three Thousand Three Hundred and Thirty Three Only) | ||
| The number of shares or securities allotted to the promoter group, including those represented by depository receipts. | 13,50,00,000 (Thirteen Crores Fifty Lakhs Only1 | Not Applicable | ||
| Where shares or securities are issued for consideration other than cash, there must be a confirmation that the price was determined on the basis of a valuation report provided by a registered valuer. | Not Applicable | Not Applicable |
7. APPROVAL THROUGH POSTAL BALLOT
During the year under review and subsequent to the closure of Financial Year, below resolutions were passed through postal ballot.
1. Postal Ballot concluded on August 10, 2024: Postal Ballot through remote electronic voting (remote e-voting) was conducted by the Company for obtaining approval of the Members for Issuance of Securities for an amount not exceeding 200 Crores as Special Resolution. The voting rights of the Members were in proportion to their holding of Equity Shares with the paid-up equity share capital of the Company as on Friday, July 5, 2024 (Cutoff date). The period of voting on the proposed resolution through remote e-voting commenced on Friday, July 12, 2024, from 9:00 A.M. (1ST) and ended on Saturday, August 10, 2024, at 5:00 P.M. (1ST). Mr. Jayant Gupta (CP No. 9738) Practicing Company Secretary was appointed as the Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner. Basis the votes cast by the Shareholders, the Special Resolution as mentioned above, proposed to the Members, received requisite majority of votes in favour.
2. Postal Ballot concluded on February 21, 2025: Postal Ballot through remote electronic voting (remote e-voting) was conducted by the Company for obtaining approval of the Members for:
a) Increase in aggregate limit of investment by Foreign Portfolio Investors (FPIs) to 49% of the Paid-Up Equity Share Capital of the Company, on Fully Diluted Basis as Special Resolution and
b) Issuance of Securities for an amount not exceeding INR 400 Crores or its equivalent in any other currency (ies) as Special Resolution.
The voting rights of the Members were in proportion to their holding of Equity Shares with the paid-up equity share capital of the Company as on Friday, January 17, 2025 (Cut-off date). The period of voting on the proposed resolutions through remote
e-voting commenced on Thursday, January 23, 2025, from 9:00 A.M. (IST) and ended on Friday, February 21,2025, at 5:00 P.M. (IST). Ms. Mita Sanghavi (CP No. 6364) Practicing Company Secretary was appointed as the Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner. Basis the votes cast by the Shareholders, the Special Resolutions as mentioned above, proposed to the Members, received requisite majority of votes in favour.
3. Postal Ballot concluded on August 30, 2025: Postal Ballot through remote electronic voting (remote e-voting) was conducted by the Company for obtaining approval of the Members for:
a) Re-appointment of Mr. Susanta Kumar Panda (DIN: 07917003) as an Independent Director of the Company, for a second term of 5 (five) consecutive years as Special Resolution;
b) Re-appointment of Mr. Dinesh Kumar Garg (DIN: 02048097) as a Whole time Director of the Company as Special Resolution; and
c) Payment of Commission to Non-Executive Directors (including Independent Directors) of the Company, for a period of three financial years commencing from the financial year 2025 - 26 as Special Resolution.
The voting rights of the Members were in proportion to their holding of Equity Shares with the paid-up equity share capital of the Company as on Friday, July 25, 2025 (Cut-off date). The period of voting on the proposed resolutions through remote e-voting commenced on Friday, August 1, 2025, from 9:00 A.M. (IST) and ended on Saturday, August 30, 2025, at 5:00 P.M. (IST). Ms. Neelam Gupta (CP No. 6950) Practicing Company Secretary was appointed as the Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner. Basis the votes cast by the Shareholders, the Special Resolutions as mentioned above, proposed to the Members, received requisite majority of votes in favour.
8. EMPLOYEES STOCK OPTION SCHEME
The Employee Stock Option Scheme (ZNL ESOP-2009) approved by the Members at the Annual General Meeting held on August 18, 2009, has not been implemented and no Stock Options were granted under the said ESOP Scheme till date. In view of this, particulars as required under applicable provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are not provided.
9. CREDIT RATING
Credit Analysis and Research Limited (CARE) vide its letter dated July 9, 2024, has revised Credit ratings for the financial facilities availed by the Company which revision is as under: -
- Fund-based - Long Term - Cash Credit facility of the Company of 50 Crores are rated as CARE BB; Negative; and
- Withdrawal of rating for its Fund-based - Long Term - Term Loan, upon repayment of term loan in full.
Subsequent to the closure of the financial year, Credit Analysis and Research Limited (CARE) vide its letter dated August 1, 2025, has revised Credit ratings for Fund-based - Long Term Bank facility of the Company of 50 Crores and rated as CARE BB; Stable.
10. REGISTERED OFFICE
The Registered Office of the Company is presently situated at 135, Continental Building, 2nd Floor, Dr. Annie Besant Road, Worli, Mumbai - 400 018, Maharashtra.
11. REGISTRAR & SHARE TRANSFER AGENT
The Registrar & Share Transfer Agent (RTA) of the Company is MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited). The Registered office of MUFG Intime India Private Limited is situated at C-101, Embassy 247, LBS Marg, Vikhroli (West), Mumbai
- 400 083, Maharashtra.
The name of the RTA changed from "Link Intime India Private Limited" to "MUFG Intime India Private Limited" with effect from December 31, 2024, upon acquisition of Link group by Mitsubishi UFJ Trust & Banking Corporation.
12. CORPORATE GOVERNANCE & POLICIES
Our Corporate Governance framework is anchored in a resolute dedication to promoting sustainable growth through principled conduct, transparency, and accountability, with a clear focus on achieving sustainable growth and long-term stakeholder value. As a prominent voice in the Indian media landscape, we recognize that our governance practices must reflect not only regulatory compliance but also a deep- rooted commitment to editorial integrity, responsible journalism, and corporate citizenship. We believe that effective governance is a strategic enabler that aligns our business objectives with the expectations of our diverse stakeholders—including shareholders, employees, viewers, advertisers, partners, and the communities we serve.
We believe that governance is not merely a matter of complying with laws, rules, and regulations—it is a deep-rooted commitment to core values, exemplary management practices, and the highest standards of integrity in all our dealings. Our approach is guided by the principles of fairness, responsibility, and transparency, ensuring that our operations are conducted with the highest standards of professionalism and ethical conduct. Corporate Governance at Zee Media is a dynamic and evolving discipline, shaped by best practices and the unique responsibilities of a media organization. Our framework encompasses:
• Transparency and fairness in financial reporting, stakeholder communication, and regulatory disclosures.
• Accountability and oversight across all levels of management and governance.
• Respect for stakeholder interests, fostering inclusive growth and mutual trust.
• Ethical conduct and editorial independence in all aspects of content creation and dissemination.
• Commitment to social and environmental responsibility, aligning our business goals with national priorities and societal well-being.
Through this holistic and forward-looking approach, we aim to uphold the trust placed in us by millions of viewers and stakeholders, reinforce our reputation as a responsible media house, and contribute meaningfully to the democratic and cultural fabric of the nation.
In terms of the requirements of Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance along with Certificate on Corporate Governance issued by Neelam Gupta & Associates, Company Secretaries, 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, Nomination & Remuneration Policy, Risk Management 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 about the 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 including employees of material subsidiaries, 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.
13. DIRECTORS & KEY MANAGERIAL PERSONNEL
Your Company has an appropriate mix of Executive, NonExecutive Non-Independent and Independent Directors, representing a blend of professionalism, knowledge and experience which ensures that the Board independently performs its governance and management functions. The Company professes the importance of diversity in the Board and at all levels within the organization.
As on March 31, 2025, the Board comprised of 7 (Seven) Directors which include 1 (One) Executive Director, 2 (Two) Non-Executive Non-Independent Directors and 4 (Four) Non-Executive Independent Directors including 1 (One) Woman Independent Director.
Post the close of the Financial Year and as on the date of this Report, the Board comprises of 6 (Six) Directors which includes 1 (One) Executive Director, 2 (Two) Non-Executive Non-Independent Director and 3 (Three) Independent Directors including 1 (One) Woman Independent Director.
During the year under review, and subsequent to the closure of the financial year, the following changes - including appointments, re-appointments, and cessations - took place in the composition of the Board of Director:
1. Upon the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on August 7, 2024, considered and recommended the re-appointment of Mr. Surender Singh, NonExecutive Director (DIN: 08206770), to the shareholders of the Company. The said re-appointment was duly approved by the shareholders of the Company at the 25th Annual General Meeting of the Company held on September 27, 2024;
2. Mr. Purushottam Vaishnava (DIN: 01958304) resigned as Non-Executive Non-Independent Director with effect from close of business hours of November 25, 2024;
3. Upon the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on October 25, 2024, considered and approved appointment of Mr. Vikas Garg (DIN: 00255413) as an Additional Director in the category of NonExecutive Independent Director of the Company, subject to approval of the shareholders, with effect from October 26, 2024;
4. Mr. Vikas Garg (DIN: 00255413) resigned as NonExecutive Independent Director with effect from close of business hours of May 29, 2025;
5. Upon the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on July 29, 2025, considered and recommended the re-appointment of Mr. Susanta Kumar Panda DIN: 07917003) as an Independent Director of the Company for the second term of 5 (five) consecutive years commencing from September 1, 2025, which appointment was subject to the approval of the shareholders. Basis the Votes cast by the shareholders through postal Ballot concluded on August 30, 2025, the said re-appointment was approved with requisite majority; and
6. Upon the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on July 29, 2025, considered and recommended the re-appointment of Mr. Dinesh Kumar Garg (DIN: 02048097) as Whole time Director and designated as an Executive Director - Finance of the Company, for a period of 3 years with effect from September 20, 2025, not liable to retire by rotation, which appointment was subject to the approval of the shareholders. Basis the Votes cast by the shareholders through postal Ballot concluded on August 30, 2025, the said reappointment was approved with requisite majority.
Pursuant to provisions of Section 152(6) of the Act, Mr. Amitabh Kumar, Non-Executive Director (DIN: 00222260) retires by rotation at this Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board at its meeting held on July 29, 2025, upon recommendation of the Nomination and Remuneration Committee, has considered and recommended the said re-appointment to the shareholders of the Company.
As required under Regulation 36(3) of the Listing Regulations, particulars of Director seeking reappointment at this AGM are given in the Annexure to the AGM Notice.
Your Company has obtained a Certificate from Ms. Neelam Gupta, Practicing Company Secretary, proprietor of Neelam Gupta and Associates, pursuant to Regulation 34(3) read with Schedule V para C clause 10 (i) of the Listing Regulations, confirming that none of the Directors on the board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Board/ Ministry of Corporate Affairs or any such Statutory Authority.
Key Managerial Personnel (‘KMP)
As on March 31, 2025, and as on date of this report, the following are the KMP of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
a) Mr. Dinesh Kumar Garg, Executive Director - Finance & Chief Financial Officer;
b) Mr. Karan Abhishek Singh, Chief Executive Officer; and
c) Mr. Ranjit Srivastava, Company Secretary and Compliance Officer
During the year, the following were the changes in the KMPs of the Company:
a) Mr. Abhay Ojha ceased to be the Chief Executive Officer of the Company with effect from May 4, 2024; and
b) Mr. Karan Abhishek Singh was appointed as the Chief Executive Officer of the Company, with effect from July 10, 2024.
Chairman of the Board
Mr. Susanta Kumar Panda, Non-Executive Independent Director, is the Chairman of the Board, who was appointed as Chairman with effect from September 1, 2020.
Board Diversity
The Company believes that a diverse and inclusive Board is essential to effectively navigate the complexities of a rapidly evolving business environment. In an era marked by globalisation, technological disruption, heightened social responsibility, and increasing regulatory expectations, Board diversity plays a pivotal role in enhancing governance standards and strengthening risk oversight.
The Board is enriched by a broad spectrum of perspectives, skills, experiences, and backgrounds, which collectively foster innovative thinking, balanced decision-making, and strategic foresight. This diversity spans across industry expertise, functional knowledge, leadership experience, and geographical representation, enabling the Board to respond effectively to emerging opportunities and challenges. Recognising the strategic value of diversity, the Company has adopted a Board Diversity Policy, which outlines its commitment to building a Board that reflects a variety of viewpoints and competencies. The importance of diversity is not only a matter of good governance but also acts as a key driver of long-term success and stakeholder confidence.
Board Meetings
The meetings of the Board are scheduled at regular intervals to discuss and decide on matters of business performance, policies, strategies and other matters of significance. Notice of the meetings is circulated in advance, to ensure proper planning and effective participation. In certain exigencies, decisions of the Board are also accorded through circulation and through meeting(s) convened at shorter notice. The Directors of the Company are given the facility to attend meetings through video conferencing, in case they so desire, subject to compliance with the specific requirements under the Act.
The Board met 11 (Eleven) times during the Financial Year 2024-25, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening period between either of the two Board Meetings was within the maximum time permissible under the Act and Listing Regulations.
Declaration by Directors / Independent Directors
All Directors of the Company have confirmed that they are not debarred from holding the office of Director by virtue of any SEBI Order or order of any other such authority. The Directors, Key Managerial Personnel and Senior Management have affirmed compliance with the Code of Conduct laid down by the Company.
Independent Directors provide declarations, both at the time of appointment/re-appointment, as well as annually, confirming that they meet the criteria of independence as defined in Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act along with Rules framed thereunder. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.
A declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, regarding the requirement relating to enrollment in the Data Bank for Independent Directors as stipulated under Section 150 of the Act, has been received from all the Independent Directors, along with declaration made under Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations.
There are no pecuniary relationships or transactions between the Independent Directors and the Company, except for the payment of Sitting Fee and Commission.
Separate Meeting of the Independent Directors
In accordance with the provisions of Schedule IV of the Act and Regulation 25(3) of the Listing Regulations, during the Financial Year 2024-25, a separate meeting of the Independent Directors of the Company was held on March 31, 2025, without the attendance of members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of the Chairman of the Company, after taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.
Board Evaluation
In line with the Corporate Governance Guidelines of your Company and in accordance with the criteria laid down by Nomination and Remuneration Committee (NRC), a formal evaluation of the performance of the Board, its Committees, the Chairman and the Individual Directors was carried out by the Board during the Financial Year 2024-25. The Board evaluation framework has been designed in compliance with the requirements specified under the Act, the Listing Regulations and in accordance with the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India ( SEBI). The evaluation process was carried out based on an assessment sheet structured in line with ICSI guidance note and the guidance note issued by SEBI in this regard.
The Independent Directors of your Company, in a separate meeting, evaluated the performance of the Chairman and other Non-Independent Directors along with the performance of the Board based on various criteria recommended by the NRC and Guidance Note on Board Evaluation issued by the SEBI. A report on such evaluation done by the Independent Directors was taken on record by the Board and further your Board, in compliance with requirements of the Act, evaluated performance of all the Directors, Board as a whole, its committees based on various parameters including attendance, contribution etc.
The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its committees, and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The Board of Directors have opined that they are satisfied with regard to the integrity, expertise and experience (including proficiency) of the Independent Director of the Company appointed during the year.
The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Report.
Policy on Directors Appointment and Remuneration
In compliance with the requirements of Section 134(3)
(e) and Section 178(3) of the Act, the Nomination & Remuneration Committee (NRC), had fixed the criteria for nominating a person on the Board which, inter-alia, include desired size and composition of the Board, age limit, qualification / experience, areas of expertise, skill set and independence of individual.
Further, pursuant to provisions of the Act, the NRC has formulated the Nomination and Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Management Personnel, Senior Management and other Employees of your Company, salient features whereof are annexed to this report. The NRC has also developed criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive Directors of the Company. The policy is available at the Investor Section on the website of the Company at viz. www.zeemedia.in
The NRC takes into consideration the best practices in the industry while fixing the terms of the appointment including remuneration packages. Further, the compensation package for the Director, Key Managerial Personnel, Senior Management and other employees is designed based on the set of principles enumerated in the said policy. The remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Nomination and Remuneration Policy of your Company.
The applicable remuneration details of the Key Managerial Personnel, along with details of ratio of remuneration of Director to the median remuneration of employees of the Company for the financial year under review are provided as Annexure to this Report.
Familiarization Program for Directors
All Independent Directors are taken through an induction and familiarization program when they join the Board of your Company. The induction program covers the 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. In addition to management presentation on key changes in regulatory framework and industry updates, a detailed familiarization program was conducted on Key amendments in Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015.
The Board including all Independent Directors are provided with relevant documents, reports and internal policies to enable them to familiarize with the 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, Securities Issue and Allotment Committee, Corporate Management Committee and Disciplinary Committee.
(a) Audit Committee
Your Company has a duly constituted Audit Committee and its composition as well as charter is in line with the requirements of the Act and Listing Regulations.
Composition
In compliance with Section 177 of the Act read with rules made thereto and Regulation 18 of the
Listing Regulations, the Audit Committee of the Board as on March 31, 2025, comprised of 3 (Three) members, with Mr. Raj Kumar Gupta, Independent Director as its Chairman, Mr. Susanta Kumar Panda, Independent Director and Mr. Dinesh Kumar Garg, Executive Director - Finance as its members. Subsequent to the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.
(b) Nomination and Remuneration Committee
The Company has a duly constituted Nomination and Remuneration Committee (NRC) which, inter-alia, identifies and recommends people who are qualified to become Directors and reviews and recommends the remuneration and other employment terms and conditions of Directors and Senior Management.
Composition
In compliance with Section 178 of the Act read with rules made thereto and Regulation 19 of the Listing Regulations, the NRC of the Board as on March 31, 2025, comprised of 3 (Three) members, with Mr. Raj Kumar Gupta, Independent Director as its Chairman, Mr. Susanta Kumar Panda, Independent Director and Mr. Surender Singh, Non-Executive Non-Independent Director as its Members. Subsequent to the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.
(c) Stakeholders Relationship Committee
The Company has a duly constituted Stakeholders Relationship Committee which inter-alia looks into various aspects of interests of shareholders and debenture holders including investors grievances arising out of issues regarding share transfers, dividends, dematerialization and related matters, evaluating performance and service standards of the Registrar and Share Transfer Agent and take requisite actions to redress the same.
Composition
In compliance with Section 178 of the Act read with rules made thereto and Regulation 20 of the Listing Regulations, the Stakeholders Relationship Committee of the Company as on March 31, 2025, comprised of Mr. Amitabh Kumar, Non-Executive Non-Independent Director as Chairman, Mr. Raj Kumar Gupta, Independent Director and Mr. Dinesh Kumar Garg, Executive Director - Finance as its Members. After the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.
(d) Corporate Social Responsibility Committee
The Company has a duly constituted Corporate Social Responsibility (CSR) Committee which is responsible for formulation, recommendation of the CSR policy of the Company and monitoring of the CSR spent by the Company.
Composition
In compliance with Section 135 of the Act read with rules made thereto, the CSR Committee of the Board as on March 31, 2025, is comprised of 3 (Three) members, with Mr. Surender Singh, Non-Executive Non-Independent Director as its Chairman, Mr. Raj Kumar Gupta, Independent Director and Mr. Dinesh Kumar Garg, Executive Director - Finance as its Members. After the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.
(e) Risk Management Committee (‘RMC)
The Company has a duly constituted Risk Management Committee (RMC) which, inter alia, focus on risk management including determination of 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, 2025, comprises of 3 (Three) members with Mr. Susanta Kumar Panda, Independent Director, as its Chairman, Ms. Swetha Gopalan, Independent Director and Mr. Dinesh Kumar Garg, Executive Director - Finance & Chief Financial Officer, as its members. The Company Secretary acts as the Secretary of the Committee. After the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee.
(f) Finance Sub-Committee
The Board has constituted a Finance Sub-Committee which has been delegated the functions of monitoring and expediting any debt fund raising process, approve financing facilities offered and/or sanctioned to the Company by various Banks and/or Indian Financial Institutions from time to time, in the form of Term Loans, Working Capital facilities, Guarantee Facilities, etc., including the acceptance of terms and conditions of such facilities being offered. As on March 31, 2025, and as on the date of this report, the Finance Sub-Committee comprised of Mr. Surender Singh, Non-Executive Non-Independent Director as its Chairman, Mr. Dinesh Kumar Garg, Executive Director - Finance & Chief Financial Officer and Mr. Amitabh Kumar, Non- Executive Non-Independent Director, as its members. The Company Secretary acts as the Secretary of the Committee. After the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee.
(g) Corporate Management Committee
The Board has constituted a Corporate Management Committee comprising Senior Executives of the Company to review, approve and/or grant authorities for managing day-to-day affairs of the Company within the powers delegated by the Board.
As on March 31, 2025, the Corporate Management Committee comprised of 3 (Three) members with Mr. Dinesh Kumar Garg, Executive Director - Finance & Chief Financial Officer as Chairman, Mr. Karan Abhishek Singh, Chief Executive Officer and Mr. Ranjit Srivastava, Company Secretary as its members.
Consequent to the cessation of Mr. Abhay Ojha as the Chief Executive Officer of the Company and appointment of Mr. Karan Abhishek Singh, as Chief Executive Officer of the Company, the Corporate Management Committee of the Company was reconstituted on August 7, 2024, wherein Mr. Karan Abhishek Singh, Chief Executive Officer of the Company, was inducted as a member of the said Committee in place of Mr. Abhay Ojha. Accordingly, as on March 31, 2025 and on the date of this report, the Corporate Management Committee comprises of 3 (Three) members namely Mr. Dinesh Kumar Garg, Executive Director - Finance & Chief Financial Officer, Mr. Karan Abhishek Singh, Chief Executive Officer and Mr. Ranjit Srivastava, Company Secretary, as its members.
(h) Disciplinary Committee
The Board of Directors had constituted a Disciplinary Committee for considering and finalizing the action(s) to be taken by the Company in case of any violation of Companys Insider Trading Code read with SEBI (Prohibition of Insider Trading) Regulations, 2015, in terms of the charter laid down by the Board.
As on March 31, 2025, and as on the date of this report, the Disciplinary Committee is comprised of Mr. Susanta Kumar Panda, Independent Director as a Chairman, Mr. Dinesh Kumar Garg, Executive Director - Finance & Chief Financial Officer and Mr. Ranjit Srivastava, Company Secretary of the Company as its members.
(i) Securities Issue and Allotment Committee
Post closure of Financial Year, the Board at its meeting held on April 8, 2025, had constituted a Securities Issue and Allotment Committee to smoothen the process of fund raising through Foreign Currency Convertible Bonds (FCCB) and to inter-alia negotiate, decide, finalize, vary, modify or alter any of the terms and conditions for the FCCBs, determine timing of the opening/closing the issue(s), settle any question, difficulty or doubts of the FCCB holder that may arise, review / decide / alter the utilization of the issue proceeds, issue / allotment / forfeiture / reissue of FCCBs etc.
As on the date of this report, the Securities Issue and Allotment Committee is comprised of Mr. Susanta Kumar Panda, Independent Director, Mr. Dinesh Kumar Garg, Executive Director - Finance & Chief Financial Officer and Mr. Karan Abhishek Singh, Chief Executive Officer of the Company, as its members.
(j) Executive Board
Upon the recommendation of the NRC, the Board approved the constitution of an Executive Board consisting of key business executives to strategize and drive the business operations of the Company in the current competitive environment as well as to draw synergies from various business functions of the Company. With the appointment of key personnels and the streamlining of business operations, the business operations and strategies are being discussed regularly among functional heads. In light of the same the Board at its meeting held on February 11, 2025, approved dissolution of the Executive Board.
(k) Editorial Board
The Board at its meeting held on February 11, 2025 accorded its in-principle approval for the constitution of Editorial Board comprising of eminent personalities from the media industry and individuals having strong editorial background to advise and guide the Editorial and the Channel on the Editorial side. The constitution of the said Board is under process.
Details of constitution of the Board Committees, which
are in accordance with regulatory requirements, are available on the website of the Company viz. www. zeemedia.in. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.
During the year, all the recommendations made by the Committees of the Board including the Audit Committee, which were mandatorily required, were accepted by the Board.
Vigil Mechanism / Whistle Blower Policy
Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Vigil Mechanism / Whistle Blower policy which provides a robust framework for dealing with genuine concerns & grievances. The policy provides access to Directors / Employees / Stakeholders of the Company to report concerns about unethical behavior, actual or suspected fraud of any Director and / or Employee of the Company or any violation of the Code of Conduct. The policy safeguards whistleblowers from reprisals or victimization, in line with the Regulations. Any incidents that are reported are investigated and suitable action is taken in line with the Policy. During the year under review, no case was reported under the Vigil Mechanism. In terms of the said policy, no personnel have been denied access to the Audit Committee of the Board. The Whistle Blower Policy is available at the Investor Section on the website of the Company viz. www.zeemedia.in
Directors and Officers (D&O) Liability Insurance
Your Company has taken D&O Insurance for all of its Directors (including Independent Directors) and Members of Senior Management for such quantum and risks as determined by the Board.
Cost Records
Your Company is required to maintain the Cost Records as specified by the Central Government under subsection (1) of Section 148 of the Act read with applicable
notifications thereto. Your board at its meeting held on May 5, 2025, had re-appointed Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, to carry out Audit of Cost Records of the Company for the Financial Year 2025-26. The Company has been making and maintaining the Cost Accounts and Records, including for the Financial Year 2024-25, as required under applicable provisions. The Cost Auditors have issued their unqualified report for the Financial Year 2024-25, which has been taken on record by the Audit Committee / Board of the Company at its meeting held on July 29, 2025.
In accordance with the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditor for financial year 2025-26 is required to be ratified by the members, the Board upon the recommendation of the Audit Committee, recommends the same for confirmation & ratification by members at the ensuing AGM.
14. CORPORATE SOCIAL RESPONSIBLITY
In terms of the applicable regulatory provisions, the Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR) Committee.
CSR at Zee Media is all about creating sustainable programs that actively contribute to and support the social and economic development of society and participation in educational initiatives. The CSR projects are identified and recommended for consideration by CSR Committee and upon approval, the funds are remitted for utilization towards approved CSR Projects. The Committee monitors and reviews utilization of CSR funds.
A brief outline of the CSR Philosophy, salient features of the CSR Policy of the Company, the past CSR initiatives, as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, is appended to this Board Report. Further, the Chief Financial Officer confirms that the CSR spends for previous years are utilized for the purpose and in the manner approved by the Board of Directors of the Company.
The Company has a Corporate Social Responsibility (CSR) Policy in accordance with the provisions of the Act and Rules made there under. The contents of the CSR Policy are disclosed on the website of the Company viz. www.zeemedia.in
Details of the CSR Committee composition, role and meetings, etc. have been provided in the Report on Corporate Governance.
15. AUDITORS
Statutory Auditors: Ford Rhodes Parks & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 102860W/W100089) were re-appointed as the Statutory Auditors of the Company at the 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, 2025, was carried out by Ms. Neelam Gupta, Practicing Company Secretary (holding ICSI Certificate of Practice No. 6950), proprietor of Neelam Gupta & Associates. Secretarial Audit report (in MR-3 format) inter alia confirming compliance with applicable regulatory requirements by the Company during FY 2024-25 is appended to this Board Report.
The said report does not contain any qualifications, reservations, or adverse remarks or disclaimer.
Zee Akaash News Private Limited and Indiadotcom Digital Private Limited, the unlisted material subsidiaries (wholly owned) of your Company, had also appointed Ms. Neelam Gupta, Practicing Company Secretary (holding ICSI Certificate of Practice No. 6950), proprietor of Neelam Gupta & Associates, as its Secretarial Auditor to conduct the Secretarial Audit for the FY 2024-25. The said Audit has been conducted in accordance with Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made thereunder and in compliance to applicable regulatory provisions. The said Reports are also annexed to this Annual Report and does not contain any qualifications, reservations or adverse remarks.
Additionally, in compliance with the requirements of Regulation 24A(2) of Listing Regulations, the Annual Secretarial Compliance Report duly signed by Ms. Neelam Gupta, Practicing Company Secretary, proprietor of Neelam Gupta & Associates has been submitted to the Stock Exchanges within the prescribed timelines.
The reports of Statutory Auditor and Secretarial Auditor forms part of this Annual report. The said report does not contain any qualifications, reservations, or adverse remarks or disclaimer.
Further, in compliance with Regulation 24A of the Listing Regulations and Section 204 of the Act, the Board of Directors in their meeting held on February 14, 2025, upon recommendation of Audit Committee, approved the appointment of Neelam Gupta & Associates, Company Secretaries holding Certificate of Practice No. 6950 and Peer Review Certificate No. 6760/2025 (Firm Registration Number: S2006UP086800), as the Secretarial Auditors of the Company for a first term of 5 (five) consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30, at such fees, plus applicable taxes and other out of-pocket expenses as agreed upon between the Board of Directors and the Secretarial Auditors, subject to the approval of the shareholders in the ensuing Annual General Meeting of the company.
Cost Auditor: Your Company is required to maintain the Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Act.
In compliance with the requirements of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, were re-appointed as Cost Auditor to carry out Audit of Cost Records of the
Company for the FY 2024-25. The Cost Auditor have issued unqualified report for the Financial Year 2024-25, which has been taken on record by the Audit Committee and the Board of the Company at their meeting held on July 29, 2025.
Further, the Board, on the recommendation of Audit Committee, at its meeting held on May 5, 2025, had approved the re-appointment of Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, as Cost Auditor to carry out Audit of Cost Records of the Company for the Financial Year 2025-26.
Requisite proposal seeking ratification of remuneration payable to the Cost Auditor for the Financial Year 2025-26 by the Members as per Section 148 read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of convening the Annual General Meeting.
Internal Auditor: The Board, on the recommendation of Audit Committee, appointed S S Kothari Mehta & Company as the Internal Auditor of the Company for FY 2024-25. At the beginning of each Financial Year, an audit plan is rolled out with approval by the Audit Committee. The said plan is devised in consultation with the Statutory Auditors. The plan is aimed at evaluating the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Audit observations and corrective actions are periodically presented to the Audit Committee of the Board.
The Board, on the recommendation of the Audit Committee, at its meetings held on March 31, 2025, approved the re-appointment of SS Kothari Mehta & Company, as the Internal Auditor of the Company for the Financial Year 2025-26.
Reporting of Frauds by Auditors
During the year under review, there were no frauds reported by the Statutory Auditors, Secretarial Auditors and Cost Auditors to the Audit Committee or the Board under Section 143(12) of the Act. 16. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT & MANAGEMENT DISCUSSION AND ANALYSIS
A detailed Business Responsibility and Sustainability Report for the Financial Year 2024-25, in terms of the provisions of Regulation 34 of the Listing Regulations forms part of the Annual Report.
The Management Discussion and Analysis report is separately attached hereto and forms an integral part of this Annual Report. The said report gives details of the overall industry structure, economic developments, performance and state of affairs of your Companys business and other material developments during the FY under review.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company is inter-alia into the business of Broadcasting of News and Current Affairs Television Channels. Since this does not involve any manufacturing activity, most of the Information required to be provided under Section 134 (3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable. However, the information as applicable is given hereunder:
Conservation of Energy: Your Company, being a service provider, requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible in all the offices, studios and news bureaus of the Company across the country.
Technology Absorption: In its endeavor to deliver the best to its viewers and business partners, your Company has been constantly active in harnessing and tapping the latest and best technology in the industry. The companys Studios, broadcasting facilities and news collection and dissemination processes use the best inclass technology.
Foreign Exchange Earnings and Outgo: During the year under review, your Company had foreign exchange earnings of 11.22 Million and outgo of 203.86 Million.
18. 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 behavior. Continuous training program / sessions are provided which helps in keeping the optimization and moral of the Organisation at a higher level.
Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, cooperation and support, have contributed to the business operations of the Company.
Particulars of Employees
As on March 31, 2025, the total numbers of permanent employees of the Company were 1,720. The information required under the provisions of Section 197 of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under
Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of this Report is open for inspection by the members through electronic mode. Any member interested in obtaining a copy of the same may write to the Company Secretary of the Company at complianceofficer@zeemedia.com
19. DISCLOSURES
i. Particulars of loans, guarantees and investments:
Particulars of loans, guarantees and investments made by the Company as required under Section 186(4) of the Act are given in Note No. 38 to the Standalone Financial Statements.
ii. Transactions with Related Parties: In terms of the applicable statutory provisions, the related party transactions are placed before the Audit Committee for its approval and statements of all related party transactions are placed before the Audit Committee for its review on a quarterly and yearly basis, specifying the nature, value and terms and conditions of the transactions along with arms- length justification. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arms Length basis. During the year under review, there have been no materially significant related party transactions as defined under Section 188 of the Act and Regulations 23 of the Listing Regulations and accordingly no transactions are required to be reported in Form AOC-2 as per Section 188 of the Act.
iii. Risk Management: Your Company follows a comprehensive system of Risk Management. It has adopted a policy and procedure for rapid identification, definition of risk mitigation plans and execution. Your Company has defined operational processes to ensure that risks are identified, and the operating management is responsible for reviewing, identifying and implementing mitigation plans for operational and process risk. Key strategic and business risks are identified, reviewed and managed by senior management team. The Risks and their mitigation plans are
updated and reviewed periodically by the Audit Committee / risk Management Committee and are integrated in the Business plan for each year. The details of Constitution, scope and meetings of the Risk Management Committee forms part of the Corporate Governance Report. In the opinion of the Board there are no risks that may threaten the existence of the Company.
iv. Internal Financial Controls and their Adequacy: Your company has an effective internal control and risk mitigation system, which is constantly assessed and strengthened with standard operating procedures and which ensures that all the assets of the Company are safeguarded & protected against any loss, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records, timely preparation of reliable financial information and that all transactions are properly authorized and recorded. The Company has laid down procedures to inform audit committee and board about the risk assessment and mitigation procedures, to ensure that the management controls risk through means of a properly defined framework. The Audit Committee evaluates the internal financial control system periodically and deals with accounting matters, financial reporting and periodically reviews the Risk Management Process.
During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed.
v. Deposits: Your Company has not accepted any public deposit under Chapter V of the Act.
vi. Transfer to Investor Education and Protection
Fund: The Company has transferred the unpaid or unclaimed dividends declared for the financial years 2015-16, to the Investor Education and Protection Fund (IEPF) established by the Central Government. Details of dividends so far transferred to the IEPF Authority are available on the website of IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.
Further, the related shares with respect to above unclaimed dividend were also duly transferred to the IEPF Authority in the Financial Year 2023-24. Details of shares so far transferred to the IEPF Authority are available on the website of the Company viz. www.zeemedia.in. The said details have also been uploaded on the website of the IEPF Authority and can be accessed through the link: www.iepf.gov.in.
The voting rights on the shares transferred to IEPF Authority shall remain frozen till the rightful owner claims the shares.
Subsequent to the transfer, the shareholders concerned can claim the said shares along with the dividend(s) by making an application to IEPF Authority in accordance with the procedure available on www.iepf.gov.in and on submission of such documents as prescribed under the IEPF Rules.
Unclaimed Shares: As on March 31, 2025, your Company had an outstanding balance of 22,238 unclaimed shares lying in the Suspense Account of the Company. Necessary steps were taken in Compliance with the Listing Regulations, for sending the necessary reminders to the claimant of the said shares, at the address available in the data base of the Depository/Company.
The voting rights on the equity share(s) in the Suspense Account shall remain frozen till the rightful owners of such equity share(s) claim the equity share(s).
vii. Transfer to General Reserve: During the year under review, there was no amount transferred to any of the reserves by the Company.
viii. Disclosure under Section 197(14) of the Act: During the Financial Year 2024-25, the Executive Director of the Company did not receive any remuneration or commission from the 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 Committee functioning at various locations to redress complaints regarding sexual harassment and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Details of complaints received during the year under review are as follows:
a. Number of complaints of sexual harassment filed during the Financial Year: Nil
b. Number of complaints of sexual harassment disposed of during the Financial Year: Nil
c. Number of complaints of sexual harassment pending as on end of the Financial Year: Nil
d. Number of cases pending for more than 90 days: NA.
x. A Statement for compliance of the provisions relating to the Maternity Benefit Act, 1961:
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including the amendments made thereto. All eligible women employees have been extended the benefits as per the Act, such as paid maternity leave, nursing breaks, and other entitlements. The Company remains committed to fostering a supportive and inclusive work environment that ensures the health, safety, and welfare of its women employees in accordance with applicable laws. No compliant has been received by the Company from any of the employees in this regard during the year under review
Secretarial Standards: Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by MCA.
xii. Extract of Annual Return: The Annual return in form MGT-7 as required under Section 92 of the Act read with Companies (Management & Administration) Rules, 2014, is provided at the Investor Section on the website of the Company at www.zeemedia.in
xiii. Compliance with Up-linking and Downlinking Guidelines: The Up-linking and Downlinking Guidelines of Satellite Television Channels notified by the Ministry of Information & Broadcasting on November 9, 2022, is applicable on the Company which, inter-alia, prescribes for voluntary public service broadcasting obligation through broadcast of event having themes of national importance, which include education, health, welfare of women, agriculture, etc. Your Company is engaged in the broadcast of various National and Regional News Channels, which broadcast is in itself in the nature of voluntary public service. During the period under review, various programs have been broadcasted on the channels of the Company which have the theme of national importance. Your Company believes that news broadcasting by the Company helps the viewers to gain knowledge, expand horizons, improves quality of life and remain updated on political developments, natural disasters, or societal issues. It helps viewers stay aware of the happenings around the world and strengthen democracy and act as reliable sources of news, covering a wide range of topics such as politics, economy, education, literacy, agriculture & rural development, healthcare, women welfare, national integration, social issues, sports, and entertainment and fulfils an important task of keeping the public informed about current events. The said broadcasting contributes on a regular basis, towards the nation and the society.
xiv. Regulatory Orders: During the Financial Year 202425, 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.
20. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Act (including any statutory modification(s) and/or re- enactment(s) thereof for the time being in force), in relation to the Annual Audited Financial Statements for the Financial Year 2024-25, the Directors of the Company state and confirm that:
a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2025 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;
b) In the preparation of these Financial Statements, the applicable accounting standards have been followed and there are no material departures;
c) Accounting policies selected are applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025, and of the Loss of the Company for the year ended on that date;
d) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
e) Requisite internal financial controls are laid down and that such financial controls are adequate and operating effectively; and
f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.
21. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
No such application is made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and as at the end of the Financial Year.
22. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND WHILE TAKING LOAN, ALONG WITH THE REASONS THEREOF:
There has been neither any delay / default in repayment obligation towards financial institutions nor has the Company entered into any One-time settlement with any financial institution, during the year under review.
23. INDUSTRIAL OPERATIONS
The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the leadership position. It has taken various steps to improve productivity across the organization.
24. CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute forward looking statements within the meaning of applicable laws and regulations and actual results might differ.
25. ACKNOWLEDGEMENTS
Your Directors place on record their sincere appreciation for the continued support extended by the 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, the Stock Exchanges and other stakeholders including viewers, advertisers, vendors, bankers, investors, service providers/partners as well as other regulatory and government authorities.
Your Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued stakeholders.
By order of the Board
For Zee Media Corporation Limited
Susanta Kumar Panda
Chairman (Independent Director)
(DIN:07917003)
Dinesh Kumar Garg
Executive Director - Finance & Chief Financial Officer (DIN: 02048097)
Place: Noida
Date: September 2, 2025
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