Dear Members,
The Board of Directors of Zee Media Corporation Limited (ZMCL or Company) take pleasure in presenting the 27th (Twenty Seventh) Annual Report of the Company, on the business and operations of the Company, together with Annual Audited Standalone and Consolidated Financial
A summary of the financial performance of the Company for the Financial Year ended March 31, 2026, is as below:
| Particulars | Standalone - Year ended March 31, 2026 | Standalone - Year ended March 31, 2025 | Consolidated - Year ended March 31, 2026 | Consolidated - Year ended March 31, 2025 |
| Total Revenues | 5,892.34 | 4,635.14 | 7,763.26 | 6,329.76 |
| Total Expenses | 5,758.67 | 6,082.24 | 7,773.06 | 7,898.22 |
| Profit / (Loss) before Tax, Share of Profit / (Loss) of Associates & Exceptional Items | 133.67 | (1,447.10) | (9.80) | (1,568.46) |
| Exceptional Items | - | 88.06 | (47.91) | (30.40) |
| Profit / (Loss) before Tax | 133.67 | (1,359.04) | (57.71) | (1,598.86) |
| Tax Expenses (Net) | (35.56) | (355.58) | (76.63) | (404.71) |
| Profit / (Loss) after Tax | 169.23 | (1,003.46) | 18.92 | (1,194.15) |
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 2025-26.
In view of the need to conserve the Companys financial resources and strengthen its financial position, the Board of Directors have not recommended any dividend for the Financial Year 2025-26.
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. https://admin.zeemedia.in/storage/dividend-distribution-policy.pdf
Zee Media Corporation Limited (ZMCL or the Company) is one of Indias leading multilingual news media companies with a diversified presence across television broadcasting, digital publishing and mobilefirst news media platforms. It operates through three wholly-owned subsidiaries - Zee Akaash News Private Limited, Indiadotcom Digital Private Limited and Pinewz Digital Private Limited.
ZMCL has been a pioneer of private television news broadcasting in India, with 24 × 7 news channels, Hindi business news channel and global news channel. It has consistently expanded its portfolio in line with evolving audience preferences and technological advancements. Today, it operates an integrated media ecosystem comprising 16 linear television channels, three digitalfirst channels, 19 websites, and 14 mobile applications. The 16 linear news channels include one global, four national and 11 regional channels, providing extensive coverage across India while serving audiences across genres with diverse linguistic and regional preferences. During FY 2025-26, Zee Media reached 212 million people, monthly on an average, reinforcing its leadership position in the Indian news media broadcast landscape.
ZMCLs editorial capabilities are supported by its extensive network of news bureaus, correspondents and stringers across the country, complemented by strategic partnerships with leading domestic and international news agencies and correspondents.
Complementing its television business is a rapidly expanding digital ecosystem comprising proprietary websites, mobile applications and social media platforms. These digital assets enable the Company to deliver platform-specific content experiences while strengthening engagement with digitally native audiences. By integrating linear and digital operations, ZMCL group has established a unified content ecosystem that enables efficient content creation, distribution and monetisation across multiple platforms.
Technology remains central to the Companys operating model. Investments in advanced news gathering, production and digital publishing infrastructure have strengthened newsroom efficiency, improved content delivery and helped create a better viewer experience across platforms. These capabilities support real-time reporting while enabling content to be seamlessly repurposed as omni-channel content, across television, digital and mobile platforms.
Our global reporting capabilities allow on-ground live news reportage, enabling international reach. ZMCL continues to strengthen its international presence through WION, its global English news channel, supported by editorial partnerships. The incorporation of Zee Media Inc., USA, represents a further step towards expanding the Companys international footprint.
ZMCL group has increased its online presence with a gamut of websites, mobile applications and presence across social media platforms. These digital properties cater to varied audiences and interests and are aligned to niche audience preferences. ZMCL group operates in television, digital media, and live events industry segments. It also entered the gaming segment through an esports tournament during 2025.
The media and entertainment industry continued to undergo structural transformation during FY 2025-26, driven by changing consumer behaviour, accelerating digital and social adoption and rapid technological advancements. Digital media, connected television, artificial intelligence and platform-based content distribution continued to reshape audience engagement and advertising expenditure. Publishers and creators are increasingly delivering visual content and adopting Artificial Intelligence and Virtual Reality elements to make the content immersive and interactive.
According to the FICCI-EY Report 2026, the Indian media and entertainment industry grew by 9.1% during 2025 to reach ? 2.78 trillion, outperforming both the previous years growth and the overall expansion rate of the Indian economy. While digital media and live events recorded strong growth, the television news segment remained under pressure due to declining Pay TV households and the ongoing shift in advertising towards digital platforms. Digital news publishers also continued to face monetisation challenges owing to the widespread availability of free content. The Indian media and entertainment sector is expected to grow at 8% in 2026 and reach ? 3.3 trillion by 2028. At the same time, according to PwC, the global Entertainment & Media
[E&M] industry grew at 5.3% to USD 3.5 trillion in 2025 and is likely to grow at 4.6% in 2026, sustaining its firm growth trajectory. It is anticipated to grow at a CAGR of 3.4% and reach USD 4.2 trillion by 2030 [As per PwC June 2026 report].
Despite these industry dynamics, ZMCL group continued to strengthen its competitive position by expanding its digital portfolio, diversifying revenue streams and enhancing its integrated multi-platform operating model.
During FY2025-26, ZMCL group continued to execute its strategy of strengthening its digital ecosystem while enhancing the scale and relevance of its television network.
Key developments during the year included:
Zee Medias average monthly reach of 212 million across its linear television channels consolidated the networks expanding footprint in FY2025-26. As per BARC ranking, Zee Business, Zee Delhi-NCRHaryana, Zee Rajasthan and Salaam TV maintained their number one position while Zee 24 Ghanta, Zee News, Zee Bharat, WION, and Zee UPUK improved their ranking during FY26.
At the same time, our websites recorded 3.8 billion pageviews and 91.2 million monthly average users, while apps collectively achieved 7.97 million monthly average users and app downloads increased by 1.44 million during the year. The digital business attained significant social media presence with monthly average reach of 489.71 million on Facebook, 252.11 million on Instagram, and 228.05 million monthly average YouTube unique viewers besides 76.46 million monthly average impressions on X.
In FY 2025-26, ZMCL channels recorded an average of 17.7 million monthly viewing hours and reached 27.4 million average monthly unique viewers across Connected TV (CTV) platforms.
Technology infrastructure and platform resilience were further strengthened to enhance operational efficiency and the viewer experience.
Zee News, the Companys flagship news channel, integrated Artificial Intelligence [Al] into newsroom operations, enhancing news gathering, reporting and live event coverage through Al.
The Company launched the Global Innovation and Leadership Summit showcasing Indias new place in the world order.
The Company launched an Esports tournament and further expanded its digital portfolio with the launch of Souls Own Lab and Arena of Champions, alongside the further strengthening of niche platforms like SwITCH and Pinewx.
Integrated marketing capabilities were strengthened through 360-degree media solutions, custom content offerings and the launch of Zeefluence, the Companys influencer marketing platform.
Regional linear channels strengthened community engagement through marquee local events, including a Musical Concert by Zee24 Kalak, Zee 24 Taas Marathi Sanman Film Awards, Zee Media Gulf Green Summit & Awards, ZEE Kannada News Achievers Awards, Zee NCR-Haryana Conclaves and 24 Ghanta Binodone Sera.
The Zee Media Network hosted several international thought leadership platforms, including the Zee Leadership Summit, Global Health & Wellness Summit, WION Global Summit and Mission Sustainability.
Zee Business and WION provided extensive coverage of the World Economic Forum Annual Meeting 2026 in Davos, featuring interviews with leading policymakers, industry leaders and state representatives from participating Indian states.
The Company strengthened industry partnerships through marquee initiatives including Zee Media Auto Summit, the flagship Zee Business Commodity Conclave (with the National Stock Exchange) and was the chosen media partner for Entrecon 2025, a premier entrepreneurship conclave for startups, innovators and investors.
The Company reported a significant financial turnaround during FY 2025-26, driven by a 22.07% increase in operating revenue, higher other income and lower finance costs, on a consolidated basis. The Consolidated Operating revenue increased by 1,372.60 million to 7,591.75 million in FY 2025-26, compared to 6,219.15 million in FY 2024-25. EBITDA turned positive during the year and stood at 1,056.99 million, compared to a loss of 184.71 million in the previous financial year, reflecting a significant improvement in operational performance.
Operating expenses increased marginally by 2.04%, while depreciation and amortisation expenses and finance costs declined by 12.32% and 35.99% respectively, compared to the previous year. Other income increased by 55.06%, providing additional support to the Companys financial performance. Consequently, the Company reported a net profit of 18.92 million in FY 2025-26, compared to the net loss of 1,194.15 million in FY2024-25, returning to profitability.
During the year, the Company continued to implement cost rationalisation measures and revenue enhancement initiatives, enabling it to meet all its interest and repayment obligations. During the year ended March 31, 2026, the Company reported revenue of 1,301.90 million from the licensing of its content archives. The Company also assessed the impact of the Unified Labour Codes on employee benefits and has appropriately recognised the same in its consolidated financial statements in accordance with the applicable accounting and regulatory requirements.
Going forward, the Group will continue to focus on improving operational cash flows through revenue growth, cost optimisation, diversification of revenue streams and planned capital infusion. These measures are expected to strengthen the Companys financial position, support the settlement of liabilities and provide the necessary resources to sustain and grow its business operations.
Consequent to the invocation of the Corporate Guarantee issued by the Company in relation to the non-convertible
debtures of Diligent Media Corporation Limited [DMLC] and subsequent to the discharge of liability by the Company under the said Corporate Guarantee, an amount of 29,000 lakhs was recoverable by the Company from DMLC, in addition to other receivables of 1,933 lakhs. Post discussions, the Company and DMLC proposed to settle the entire outstanding amount by - transfer / assignment of Identified Trademarks of DMLC valued at 17,000 lakhs, cash payment of 1,200 lakhs 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, which was also approved by the shareholders of both the Companies. Upon receipt of the requisite approvals, the Company, during the year ended March 31, 2023, entered into the Settlement Agreement with DMLC. As per the said Settlement Agreement, the Company received the payment of 120 million from DMLC 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 DMLC 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 recognized the Identified Trademarks as an intangible asset during the year ended March 31, 2024. Further, during FY 2024-25, the Company executed a Deed of Hypothecation to retain its exclusive rights over the identified trademarks and DMLC holds no right to transfer these trademarks for any purpose other than settlement with the Company and neither shall use the same for its commercial operations. During the Financial Year, DMLC has completed the entire billing upon the Company in respect of the said Identified Trademarks.
As on March 31, 2026, your Company has 3 (Three) Wholly Owned Subsidiaries [WOS] viz. Zee Akaash News Private Limited, Indiadotcom Digital Private Limited and Pinewz Digital Private Limited (formerly known as Pinews Digital Private Limited). In addition, the Company has 2
[Two] Associate entities, viz. Today Merchandise Private Limited and Today Retail Network 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, 2026, 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 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 (ALTDRIX), 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 ALTDRIX. The said strategic investment aims to leverage ZANPLs capabilities and expand its reach, thereby enhancing its competitive position and driving growth opportunities.
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 business proposition.
IDPL is an unlisted material subsidiary as on March 31, 2026, as per the thresholds laid down under the Listing Regulations. As on March 31, 2026, 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.
Pinewz Digital Private Limited, a Wholly Owned Subsidiary of the Company, was incorporated on July 3, 2024. The name of the subsidiary was changed from Pinews Digital Private Limited to Pinewz Digital Private Limited (Pinewz), with effect from June 17, 2025, pursuant to the applicable provisions of the Companies Act, 2013.
Pinewz was established, inter alia, to undertake the business of mainstream media through a hyper-local digital platform leveraging Artificial Intelligence-driven technologies and solutions. Pinewz is inter-alia engaged in the business of developing, operating and scaling user-generated content (UGC) platforms, with a primary focus on creating and distributing hyperlocal, community-driven content through web, mobile and other digital technologies. Pinewz produce, aggregate, curate, convert, distribute, advertise, market and monetize digital content and related products and services across existing and future technology platforms.
Zee Media Inc was incorporated on April 4, 2024, in the State of Delaware, United States of America by the Company. 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. No investment has been made by the Company as on date in Zee Media Inc.
In addition to above Subsidiaries of the Company, the Board at its meeting held on June 13, 2024, approved incorporation of a WOS of the Company in India to interalia 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 incorporation of which has not been done yet.
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 previous years, the Company and ZANPL had converted certain unsecured loans and trade receivables extended to IDPL, into 0.01% Optionally Convertible Debentures[ODCs].As on March 31,2026,the Company holds 70 OCDs of 10.00 million each aggregating to 700 million in IDPL and ZANPL holds 40 OCDs of 10.00 million each aggregating to 400 million in IDPL.
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.
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 team, 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.
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. 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.
read with the applicable Indian Accounting Standards. 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 the provisions of 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, 2026 and as on the date of this report, your Company has two unlisted material subsidiaries viz. Zee Akaash News Private Limited and Indiadotcom Digital Private Limited.
As on March 31, 2026, the Authorised Share Capital of the Company stood at ? 1,93,00,00,000 [Rupees One Hundred Ninety-Three Crore only], comprising of 1,77,00,00,000 [One Hundred Seventy-Seven Crore] Equity Shares of ? 1 each and 16,00,00,000 [Sixteen Crore] Preference Shares of ? 1 each.
As on March 31, 2026, the paid-up Equity Share Capital of the Company was ? 62,54,28,680 [Rupees Sixty-Two Crore Fifty-Four Lakh Twenty-Eight Thousand Six Hundred Eighty only], comprising 62,54,28,680 Equity Shares of ? 1 each.
Post closure of the Financial Year, and upon allotment of 3,00,00,000 Equity Shares on June 30, 2026, upon conversion
of equivalent number of Warrants, the Paid-up Equity Share Capital of the Company as on date of this report is ? 65,54,28,680 (Rupees Sixty-Five Crore Fifty-Four Lakh Twenty-Eight Thousand Six Hundred Eighty only), comprising 65,54,28,680 fully paid up Equity Shares of ? 1 each.
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 2026-27 to the said Stock Exchanges.
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 2026-27 have been paid to both the Depositories.
The Board at its meeting held on November 12, 2021, in order to meet the growth trajectory / future business expansion plans and to meet its working capital, capital expenditure and general corporate purpose requirements, and 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 Warrant (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 SEBI (Issue of Capital and Disclosure Requirements) Regulations (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.
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, by way of issue of eligible 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 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.
Thereafter, 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] 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 / Non-Promoter Group of the Company, on preferential basis:
UNICO Global Opportunities Fund Limited; AL Maha Investment Fund PCC - Onyx Strategy; and 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.
The approval of the shareholders of the Company for the aforesaid issuance of upto 13,33,33,333 Fully Convertible Warrants was obtained at Extra Ordinary General Meeting of the Company held on October 22, 2024 and the In-Principle approval with respect to the aforesaid issuance of Fully Convertible Warrants on preferential basis, by the Stock Exchanges was granted 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 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. The Company has fully utilized the Upfront Warrant Subscription money towards the objective for which funds were raised.
As per the terms of issue and in terms of SEBI [Issue of Capital and Disclosure Requirement] Regulations, 2018, the warrant holders were required to exercise the option to convert the Warrants into equity shares within a period of 18 months from the date of allotment, i.e., on or before May 7, 2026.
The aforesaid Warrant Holders vide their communication dated May 6, 2026, expressed their unwillingness to exercise the conversion option of the outstanding Warrants. Upon the failure of the Warrant Holders to remit the balance 75% consideration and exercise the conversion option within the stipulated timeline, the said Warrants lapsed and stood cancelled and the Warrant Subscription Price paid by the warrant holders was forfeited. The lapse and cancellation of the aforesaid warrants did not result in any change in the paid-up share capital of the Company.
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| Particulars | Details |
| Investor details | (i) UNICO Global Opportunities Fund Limited; and (ii) Sun India Opportunities Investing Fund incorporated VCC sub-fund |
| Whether the issue of the securities was by way of preferential allotment, private placement or public issue | Private placement |
| Repayment schedule | The FCCBs are repayable in accordance with the respective drawdown terms and, unless earlier converted in accordance with the terms of issue, are repayable upon maturity, being 10 years from the respective date of allotment of the FCCBs. |
| Number of FCCB allotted till the date of this report | 3,960 FCCBs of USD 1000 each to Sun India Opportunities Investing Fund incorporated VCC sub-fund on July 30, 2026. |
| Brief details of the debt restructuring pursuant to which the securities are issued | Not Applicable |
| Conversion price | At the discretion of Investors and subject to the requisite regulatory approval, the FCCBs can be converted into fully paid-up equity shares of \u20b9 1 each of the Company at the conversion price of \u20b9 13.50 per equity share (including premium of \u20b9 12.50). |
| Conversion period / Maturity date | The FCCBs may, at the option of the FCCB holders, be converted into equity shares of the Company within 10 years from the respective date of allotment of the FCCBs in each tranche. |
| Purpose / utilisation of proceeds | The proceeds from the issue of FCCBs shall be utilised towards working capital requirements, general corporate purposes, and modernisation / expansion of the existing units of the Company. |
| Ranking | Equity shares on conversion of FCCBs, shall rank pari passu with existing equity shares. |
| Listing | The equity shares arising upon conversion of the FCCBs shall be listed on the stock exchange(s) on which the equity shares of the Company are listed, subject to applicable regulatory approvals. |
| Impact on share capital | Upon conversion of the FCCBs into equity shares, the paid-up equity share capital of the Company shall increase to the extent of the equity shares so allotted. |
| Redemption / cancellation | The FCCBs shall be redeemed at par upon maturity, unless converted, in accordance with the terms and conditions governing the FCCBs. Any FCCBs converted into equity shares shall stand cancelled upon such conversion. |
Subsequent to the closure of the financial year under review, the Board at its meeting held on May 18, 2026, considered approved raising of funds, for an amount not exceeding ? 119 crores (Rupees One Hundred Nineteen Crores Only), in one
or more tranches, subject to such approvals as may be required. Basis the intent received by the Company from three Foreign Portfolio Investors (forming part of Public category i.e. Non Promoter & Non Promoter Group entity), the Board at the said meeting approved raising of funds through issuance of upto 14,00,00,000 (Fourteen Crores) Warrants,
fully convertible or exchangeable for, one fully paid-up equity share of the Company (Warrants) at an issue price of ? 8.50/- (Rupees Eight decimal point Five zero Only) per Warrant, aggregating to an amount not exceeding ? 119 crores, 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 ? 8.50/- per Equity Share (including premium of ? 7.50/- 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:
Magnifica Global Opportunities VCC MGO High Conviction Fund Incorporated VCC Sub-Fund; Minerva Ventures Fund; and Sun India Opportunities Investing Fund Incorporated VCC Sub-Fund (a sub-fund of Sun Alpha Global VCC)
In terms of the issue, an amount equivalent to 25% of the Warrant Issue Price (i.e. ? 2.125/- per Warrant) was paid at the time of subscription to the Warrants. The said ? 2.125/- (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 Equity Shares.
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 Equity Shares.
Post receipt of the approvals of shareholders on June 13, 2026, and In-Principle approval of the Stock Exchanges, and upon receipt of 25% of the Warrant Issue Price, i.e., ? 2.125/- per warrant, aggregating to ? 29,75,00,000/- (Rupees Twenty Nine Crores Seventy Five Lakhs Only), as the Warrant Subscription Price, the Board on June 25, 2026, allotted 14,00,00,000 (Fourteen Crores) fully convertible warrants (Warrants), on a preferential basis to all the above mentioned FPIs.
Sun India Opportunities Investing Fund Incorporated VCC Sub-Fund, one of the Warrant Holder exercised its right to convert partial Warrants held by them i.e. 3,00,00,000 (Three Crore) Warrants into an equivalent number of Equity Shares. Upon receipt of the Warrant Exercise Price of ? 6.375/- for 3,00,00,000 Warrants, aggregating to ? 19,12,50,000/-, the Board of Directors, on June 30, 2026, approved and allotted 3,00,00,000 fully paid-up Equity Shares of ? 1 each to the said Warrant Holder. Post conversion of the aforementioned Warrants, the outstanding Warrants of the Company as on the date of this report is 11,00,00,000 (Eleven Crore).
DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT(S): (Pursuant to applicable provisions of the Listing Regulations and the Act)
| Particulars | A. Issuance of Convertible Warrants to Promoter Group Entity (Issue size - 164.70 crore) | B. Issuance of Convertible Warrants to Foreign Portfolio Investors (Issue size - 200 crore) | C. Issuance of Convertible Warrants to Foreign Portfolio Investors (Issue size - 119 crore) |
| Board approval date for Issuance | November 12, 2021 | September 27, 2024 | May 18, 2026 |
| Shareholder Approval Date | December 14, 2021 | October 22, 2024 | June 13, 2026 |
| Board approval date for allotment of Warrants | January 5, 2022 | November 7, 2024 | June 25, 2026 |
| Type of Instrument | Fully Convertible Warrants on Preferential Basis | Fully Convertible Warrants on Preferential Basis | Fully Convertible Warrants on Preferential Basis |
| Number of Warrants Allotted | 13,50,00,000 | 13,33,33,333 | 14,00,00,000 |
| Issue Price per Warrant (Warrant Issue Price) | \u20b9 12.20/- (Face value \u20b9 1/- and Premium \u20b9 11.20/-) | \u20b9 15/- (Face value \u20b9 1/- and Premium \u20b9 14/-) | \u20b9 8.50/- (Face value \u20b9 1/- and Premium \u20b9 7.50/-) |
| Conversion Price / Terms | Upon payment of Warrant Exercise Price (being 75% 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 Exercise Price (being 75% 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 Exercise Price (being 75% of Warrant Issue Price), the amount paid against each Warrant will be adjusted against the issue price for the resultant Equity Shares. |
| Total Fund Raising | \u20b9 1,64,70,00,000/- | \u20b9 1,99,99,99,995/- | \u20b9 1,19,00,00,000/- |
| Upfront Subscription Amount (25%) (i.e. Warrant Subscription Price) | \u20b9 411,750,000/- ( \u20b9 3.05/- per warrant) | \u20b9 49,99,99,998.75/- ( \u20b9 3.75/- per warrant) | \u20b9 29,75,00,000/- ( \u20b9 2.125/- per warrant) |
| Balance Amount Payable (75%) (i.e. Warrant Exercise Price) | \u20b9 1,235,250,000/-, due by July 5, 2023. Pursuant to the Order(s) passed by Honble Delhi High Court and other courts, the Warrant Holder has been directed to maintain status quo in respect of the said Warrants, and accordingly the Balance Amount Payable under the said Warrants is pending. | \u20b9 1,49,99,99,996.25/-, due by May 7, 2026. Upon non-exercise of the right to convert all the aforesaid Warrants into equity shares within the prescribed period the said Warrants lapsed and stood cancelled and the Warrant Subscription Price paid by the warrant holders was forfeited. | \u20b9 89,25,00,000/-, due by December 25, 2027. Out of the above amount, upon receipt of \u20b9 19,12,50,000, the Company allotted 3,00,00,000 Equity Shares on June 30, 2026, to one of the Warrant Holder, upon conversion of equivalent Warrants, and accordingly the Balance Amount Payable in respect of balance Warrants as on June 30, 2026, is \u20b9 70,12,50,000. |
| Date of Allotment of Warrant | January 5, 2022 | November 7, 2024 | June 25, 2026 |
| Allotees | Asian Satellite Broadcast Private Limited (Promoter Group Entity). Warrants were inter-se transferred to Elitecast Media Limited (Promoter Group Entity) | (i) UNICO Global Opportunities Fund Limited; (ii) Ebisu Global Opportunities Fund Limited; and (iii) AL Maha Investment Fund PCC - Onyx Strategy | (i) Magnifica Global Opportunities VCC-MGO High Conviction Fund Incorporated VCC Sub-Fund; (ii) Minerva Ventures Fund; and (iii) Sun India Opportunities Investing Fund Incorporated VCC Sub-Fund (a sub-fund of Sun Alpha Global VCC) |
| 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. | - | - |
| Particulars | Estimated amount to be utilised ( \u20b9 Crs.) | Particulars | Estimated amount to be utilised ( \u20b9 Crs.) |
| Payment of Current Liabilities | 125 | Payment of Current Liabilities | 75 |
| Capital Expenditure | 25 | Capital Expenditure | 25 |
| General Corporate Purpose | 50 | General Corporate Purpose | 19 |
| Total | 200 | Total | 119 |
| Particulars | A. Issuance of Convertible Warrants to Promoter Group Entity (Issue size - 164.70 crore) | B. Issuance of Convertible Warrants to Foreign Portfolio Investors (Issue size - 200 crore) | C. Issuance of Convertible Warrants to Foreign Portfolio Investors (Issue size - 119 crore) |
| Amount utilised during FY 2025-26 | The upfront subscription amount aggregating to \u20b9 411,750,000/- has been fully utilized towards the stated objects in FY 2021-22. | The upfront subscription amount aggregating to \u20b9 49,99,99,998.75/- has been fully utilized towards the stated objects in FY 2024-25. | Out of the Warrant Subscription Price and partial Warrant Exercise Price received, post the current Financial Year, aggregating to 48.88 Crores, 18.94 Crores has been utilized towards stated objects (viz. payment of current liabilities) as on June 30, 2026, and the balance amount of 29.94 Crores, is un-utilized as on that date. |
| 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 Equity Shares to be allotted. | Not Applicable as on date of this report. | 11,00,00,000 Equity Shares to be allotted and 3,00,00,000 Equity Shares have been allotted, as on date of this report. |
| The number of shares or securities allotted to the promoter group, including those represented by depository receipts. | 13,50,00,000 Warrants | Not Applicable | 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 | Not Applicable |
During the year under review, your company has sought approval of shareholders through postal ballot via e-voting [remote e-voting] on the following special businesses:
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 a Special Resolution; b) Re-appointment of Mr. Dinesh Kumar Garg (DIN: 02048097) as a Whole Time Director of the Company as a 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 a 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, all the above Special businesses, proposed to the Members, received requisite majority of votes in favour.
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. Accordingly, the disclosures and particulars prescribed under the applicable provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are not applicable and, therefore, have not been provided.
During the financial year, Care Ratings Limited (CARE) vide its communication dated August 1, 2025, has revised Credit ratings for the financial facilities (Fund-based - Long Term Bank Facilities of the Company of ? 50 Crores) availed by the Company, as CARE BB; Stable.
The Registered Office of the Company is presently situated at 135, Continental Building, 2nd Floor, Dr. Annie Besant Road, Worli, Mumbai - 400 018, Maharashtra.
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, L.B.S Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra.
Our Corporate Governance framework is built on principled conduct, transparency, and accountability, aimed at delivering sustainable growth and long-term stakeholder value. As a leading voice in Indian media, we recognise that governance must extend beyond regulatory compliance to encompass editorial integrity, responsible journalism, and corporate citizenship - aligning our business objectives with the expectations of shareholders, employees, viewers, advertisers, partners, and the communities we serve.
Governance, for us, is not merely compliance with laws and regulations but a commitment to core values, sound management practices, and the highest standards of integrity, guided by fairness, responsibility, and transparency. As a discipline that continues to evolve with industry best practice and the distinct responsibilities of a media organisation, our framework rests on:
? 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 content creation and dissemination.
? Commitment to social and environmental responsibility, aligned with national priorities and societal well-being.
This approach reinforces our standing as a responsible media house and the trust of our viewers and stakeholders, while contributing meaningfully to the nations democratic and cultural fabric.
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.
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, 2026, the Board comprised of 6 (Six) Directors which include 1 (One) Executive Director, 2 (Two) Non-Executive Non-Independent Directors and 3 (Three) Non-Executive Independent Directors including 1 (One) Woman Independent Director.
During the year under review, and subsequent to the closure of the financial year, the following are the changes in the composition of the Board of Director:
1. Mr. Vikas Garg (DIN: 00255413) resigned as Non-Executive Independent Director with effect from close of business hours of May 29, 2025.
2. Mr. Susanta Kumar Panda (DIN: 07917003) was reappointed as an Independent Director of the Company for the second term of 5 (five) consecutive years commencing from September 1, 2025, not liable to retire by rotation, by the shareholders of the Company.
3. Mr. Dinesh Kumar Garg (DIN: 02048097) was reappointed as Whole time Director and designated as an Executive Director - Finance of the Company,
4. Ms. Swetha Gopalan (DIN: 09167355) was reappointed as an Independent Director of the Company for the second term of 5 (five) consecutive years commencing from August 1, 2026, not liable to retire by rotation, by the shareholders of the Company.
Pursuant to provisions of Section 152(6) of the Act, Mr. Surender Singh, Non-Executive Director (DIN: 08206770) retires by rotation at this Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board at its meeting held on August 14, 2026, 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.
As on March 31, 2026, 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. Raktimanu Das, 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. Karan Abhishek Singh ceased to be the Chief Executive Officer of the Company with effect from October 31, 2025 b) Mr. Raktimanu Das was appointed as Chief Executive Officer of the Company, with effect from November 4, 2025
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.
The Company believes a diverse and inclusive Board is essential to navigating the complexities of todays rapidly evolving business environment. Amid globalisation, technological disruption, heightened social responsibility, and rising regulatory expectations, Board diversity plays a pivotal role in strengthening governance standards and risk oversight.
Drawing on a broad spectrum of perspectives, skills, experience, and backgrounds - spanning industry expertise, functional knowledge, leadership experience, and geographical representation - the Board is well-equipped to respond to emerging opportunities and challenges with innovative thinking, balanced decision-making, and strategic foresight. Recognising the strategic value of diversity, the Company has adopted a Board Diversity Policy setting out its commitment to a Board that reflects varied viewpoints and competencies. Diversity is thus not only a matter of good governance but also a key driver of long-term success and stakeholder confidence.
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 10 [Ten] times during the Financial Year 2025-26, 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.
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.
In accordance with the provisions of Schedule IV of the Act and Regulation 25(3) of the Listing Regulations, during the Financial Year 2025-26, a separate meeting of the Independent Directors of the Company was held on March 30, 2026, 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.
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 2025-26. 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
Non-Independent Directors and the Board as a whole, along with the performance of the Chairman, after taking into account the views of the Executive and Non-Executive Directors. The Board also assessed the quality, quantity, and timeliness of the flow of information between Management and the Board, necessary for the Board to effectively and reasonably perform its duties. The performance evaluation of Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated. The said evaluation was undertaken based on various criteria recommended by the NRC and Guidance Note on Board Evaluation issued by SEBI. A report on such evaluation 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, Board Committees based on various parameters including contribution to Board and Committee meetings, preparedness on issues discussed, and the meaningfulness and constructiveness of Directors inputs. 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.
The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Report.
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 Programmes are conducted for Independent Directors to enable them to understand their roles, rights and responsibilities. Presentations are also made at the Board meetings, which enables them to clearly understand the business of the Company and the environment in which the Company operates. Regulatory updates are provided with the necessary documents required for them to have a good understanding of Companys operations, applicable regulatory provisions, businesses and the industry as a whole. Further, the Directors are periodically updated on material changes in the regulatory framework and their impact on the Company. When a Director is inducted on the Board, a induction program is conducted including organization structure, compliance practices, key therapies and products in which the Company operates, business segment of Company and its subsidiaries, human resources overview like talent acquisition initiatives, performance management, succession planning, Company policies, etc. The induction programme also covers the Companys history, background of the
Company and its performance over the last few years. The Board, including all Independent Directors, are provided with relevant documents, reports and policies to enable them to familiarise with the Companys procedures and practices from time to time besides regular briefing by the members of the Senior Management Team.
During the year under review in addition to management presentation on key changes in regulatory framework and industry updates, a detailed familiarization program was conducted on Key provisions / amendments in Listing Regulations, Board responsibilities, Board effectiveness and evaluation.
The details of such Familiarization Programmes for Independent Director[s] are available on the website of the Company and can be accessed at https://zeemedia.in/investorinfoRsq=11&name=Details-of-familiarizationprogrammes.
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.
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.
The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Act read with the rules made thereunder and Regulation 18 read with Part C of Schedule II of Listing Regulations. The Audit Committee comprises of members who possess financial and accounting expertise/exposure.
The Audit Committee of the Board as on March 31, 2026, 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.
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.
The composition, powers, role and terms of reference of the Nomination and Remuneration Committee [NRC] are in accordance with the requirements prescribed under Section 178 of the Act and Regulation 19 read with Part D [A] of Schedule II of the Listing Regulations. Apart from the above, the Committee also carries out such functions / responsibilities entrusted on it by the Board of Directors from time to time.
The NRC of the Board as on March 31, 2026, 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.
The Company has a duly constituted Stakeholders Relationship Committee which inter-alia oversees
redressal of shareholder and investor grievances, transmission/ transposition of shares, non-receipt of annual report or declared dividend, issue of letter of confirmation in lieu of duplicate shares, exchange of new share certificates, reviewing dematerialisation of shares and related matters, review measures taken for effective exercise of voting rights by shareholders, review adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent, review measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ notices by the shareholders of the company and resolving grievances of debenture holders related to creation of charge (as and when applicable), payment of interest/principal, maintenance of security cover and any other covenants.
The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 178 of the Act and Regulation 20 read with Part D (B) of Schedule II of Listing Regulations.
The Stakeholders Relationship Committee of the Company as on March 31, 2026, 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.
The Company has a duly constituted Corporate Social Responsibility (CSR) Committee, which oversees, inter-alia, corporate social responsibility and other related matters as may be referred by the Board of Directors and discharges the roles as
prescribed under Section 135 of the Act read with Companies [Corporate Social Responsibility Policy] Rules, 2014 (CSR Rules), which inter-alia includes formulating and recommending to the Board of Directors, a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company, as per Schedule VII to the Act, the amount of expenditure to be incurred; and monitoring the CSR spent by the Company.
The composition, powers, role and terms of reference of the Corporate Social Responsibility (CSR) Committee is in accordance with the requirements mandated under Section 135 of the Act.
The CSR Committee of the Board as on March 31, 2026, 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.
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.
The composition, powers, role and terms of reference of the RMC is in compliance with the requirement of Regulation 21 of the Listing Regulations, read with Part D (C) of Schedule II of Listing Regulations. The RMC assists the Board in its oversight of the Companys management of key risks, as well as the
guidelines, policies and procedures monitoring and integrating such risks within overall business risk management framework.
The RMC of the Board as on March 31, 2026, 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.
The Board has constituted a Finance SubCommittee which has been delegated the functions of monitoring and expediting any debt fund raising process, approve financing facilities offered and/or sanctioned to the Company by various Banks and/ or Indian Financial Institutions from time to time, in the form of Term Loans, Working Capital facilities, Guarantee Facilities, etc., including the acceptance of terms and conditions of such facilities being offered.
As on March 31, 2026, the Finance Sub-Committee comprised of 3 (Three) members namely Mr. Surender Singh, Non-Executive Non-Independent Director as Chairman, Mr. Dinesh Kumar Garg, Executive Director - Finance and Mr. Amitabh Kumar, Non-Executive Non-Independent Director as Members of the Committee. 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.
The Board has constituted a Corporate Management Committee comprising of 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.
During the year under review, Mr. Karan Abhishek Singh ceased to be a member of the Corporate Management Committee, consequent upon his resignation as Chief Executive Officer of the Company. In his place, Mr. Raktimanu Das was appointed as Chief Executive Officer with effect from November 4, 2025, and was subsequently inducted as a member of the Corporate Management Committee with effect from November 12, 2025. As on March 31, 2026, and as on the date of this report, the Corporate Management Committee comprised three (3) members, namely Mr. Dinesh Kumar Garg, Executive Director - Finance & Chief Financial Officer, as Chairman, Mr. Raktimanu Das, Chief Executive Officer, and Mr. Ranjit Srivastava, Company Secretary, as its members.
The Board of the Company 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, 2026, and as on the date of this report, the Disciplinary Committee comprised of 3 (Three) members namely Mr. Susanta Kumar Panda, Independent Director as Chairman, Mr. Dinesh Kumar Garg, Executive Director - Finance & Chief Financial Officer and Mr. Ranjit Srivastava, Company Secretary of the Company, as members of the Committee.
During the Financial Year, the Board of Directors in 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.
During the year under review, Mr. Karan Abhishek Singh, member of SIA Committee ceased to be member of the Committee on account of his resignation from the position of Chief Executive Officer of the Company. Mr. Raktimanu Das was appointed as Chief Executive Officer with effect from November 4, 2025, and was inducted as member of SIA Committee with effect from November 12, 2025.
Accordingly, as on March 31, 2026, and as on date of this report, the Securities Issue and Allotment Committee comprised of 3 (Three) members namely Mr. Susanta Kumar Panda Independent Director, Mr. Dinesh Kumar Garg, Executive Director - Finance & Chief Financial Officer and Mr. Raktimanu Das, Chief Executive Officer. The Company Secretary acts as the Secretary of the Committee.
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 has not yet been done.
The Board has prescribed guidelines on constitution, quorum, scope and procedures to be followed by these Committees in discharging their respective functions. Minutes of the proceedings of these Committee meetings are circulated to the Board members and are placed for record by the Board at its subsequent meeting. The Board of Directors had accepted all the recommendations as and when received from its Committees on different matters.
For details of meetings and composition of the Board and Committees of the Board, please refer to the Corporate Governance Report, which forms part of this Report.
The Company promotes ethical behavior in all its business activities and accordingly in terms of Section 177 of the Act and Regulation 22 of the Listing Regulations, Whistle Blower and Vigil Mechanism Policy has been approved and implemented within the organization. The policy enables the employees and directors to report instances of any unethical act or suspected incidents of fraud or violation of Companies Code of Conduct or ethics policy. This Policy is uploaded on the website of the Company viz. https://zeemedia.in/investorinfoRsq=7&name=Details-of-establishment-of-vigil-mechanism/-Whistle-Blowerpolicy. Your Board affirms that no personnel has been denied access for making disclosure or report under the Policy to the Vigilance Officer and/or Audit Committee.
Further, during the year under review, no complaint was reported under the Vigil Mechanism.
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.
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 2025-26, as required under applicable provisions. The Cost Auditors have issued their unqualified report for the Financial Year 2025-26, which has been taken on record by the Audit Committee / Board of the Company at its meeting held on August 14, 2026.
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.
Your board at its meeting held on May 29, 2026, had reappointed Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, to carry out Audit of Cost Records of the Company for the Financial Year 2026-27. 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 2026-27 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.
In terms of the applicable regulatory provisions, the Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR) Committee. 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.
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, as and when applicable, 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.
As per Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company doesnt fall under the threshold for the financial year ended March 31, 2026, and accordingly Report on CSR is not applicable.
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,
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, 2026, 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 2025-26 is appended to this Board Report.
The Secretarial Audit for the Financial Year ended March 31, 2026, 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 2025-26. 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. As mentioned above, the said report(s) 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 Auditor of the Company for a first term of 5 (five) consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30. The approval of the shareholders for the said appointment was accorded on September 26, 2025, in the Annual General Meeting.
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 2025-26. The Cost Auditor have issued unqualified report for the Financial Year 2025-26, which has been taken on record by the Audit Committee and the Board of the Company at their respective meetings held on August 14, 2026.
Further, the Board, on the recommendation of Audit Committee, at its meeting held on May 29, 2026, 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 2026-27.
Requisite proposal seeking ratification of remuneration payable to the Cost Auditor for the Financial Year 2026-27 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.
part of the Notice of convening the Annual General Meeting.
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 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 820.70 Million and outgo of 130.46 Million.
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 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.
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, effective compliance management and overall growth of the Company.
As on March 31, 2026, the total numbers of permanent employees of the Company were 1,568. 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 during the AGM. Any member interested in obtaining a copy of the same may write to the Company Secretary of the Company at complianceofficer@zeemedia.com.
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 the ordinary course of 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.
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, 2026, 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 2025-26, 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.
xi. 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 2025-26, no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Companys operations in future.
During the Financial Year, the Company and its Wholly Owned Subsidiary viz. Zee Akaash News Private Limited, received a Show Cause Notice (as a co-notices) dated 12 February, 2026 issued by SEBI in the matter of Zee Entertainment Enterprises Limited, for alleged violation of certain regulations of SEBI PFUTP Regulations / SEBI Act with respect to certain business transactions. The Company is taking necessary action in this matter and to avoid protracted litigation, has filed a settlement application under the provisions of SEBI (Settlement Proceedings) Regulations, 2018, which is under consideration. The Company does not anticipate that SCN will have any material adverse impact.
Pursuant to the requirement under Section 134 of the Act (including any statutory modification(s) and/or reenactment(s) thereof for the time being in force), in relation to the Annual Audited Financial Statements for the Financial Year 2025-26, 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, 2026 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, 2026, and of the profit 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.
No such application is made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year and as at the end of the Financial Year.
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.
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.
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.
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.
| For and on behalf of the Board | |
| of Zee Media Corporation Limited | |
| Susanta Kumar Panda | Dinesh Kumar Garg |
| Non-Executive Chairman | Executive Director-Finance & CFO |
| (DIN: 07917003) | (DIN: 02048097) |
| Raktimanu Das | Ranjit Srivastava |
| Chief Executive Officer | Company Secretary & Compliance Officer |
| Membership No. F14007 | |
| Place: Noida | |
| Date: May 29, 2026 |
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