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

i. financial results

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

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

2. consolidated financial statement

In accordance with the provisions of the Companies Act,
2013 ('Act'), Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
('Listing Regulations') and applicable Accounting Standards, the
consolidated audited financial statements of the Company for
the financial year 2024-25 together with the Auditors' Report
forms part of this Annual Report.

3. DIVIDEND

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

This final dividend shall be payable on the outstanding equity
share capital of the Company to the shareholders who are
holding shares as on Record Date i.e. Friday, August 29, 2025.
The expected outflow on account of equity dividend, based on
current paid-up equity share capital of the Company, would
aggregate to ?2,334 million.

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

Transfer to Reserves

The closing balance of the retained earnings of the Company
for the financial year 2024-25, after all appropriations and
adjustments was ' 79,749 million.

4. business overview

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

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

In FY25, your Company's operating revenue declined by 4% year-
over-year (YoY). Advertising revenues declined to '35,911 million,
reflecting a slow pace of recovery in consumption demand,

particularly for FMCG companies due to the demand slowdown.
Subscription revenues increased by 7,1% YoY to ?39,261 million
led by NTO 3,0 implementation and growth in digital subscription
revenue especially in ZEE5 & Music, Further, Other sales and
services was declined due to fewer movie content performance
and syndication deals,

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

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

In the International broadcasting business, the portfolio
consists of over 40 dedicated channels and over 75 pass¬
through channels that cover 120 countries, The international
broadcasting business has adopted a strategy of bringing
Indian content to the world, The content produced by the
parent network in India is broadcasted overseas, and your
Company is one of the pioneers in the M&E industry to achieve
this, Additionally, your Company also produces local language
content in select international markets,

Moving to the digital business including ZEE5, revenue has
grown at a Compounded Annual Growth Rate (CAGR) of 14.8%
since FY23 to ?9,760 million, This strong growth is driven by
focused investments in creativity and innovation, strategically
strengthening ZEE5 presence across India, offering enhanced
viewing experiences, and delivering increased value to its
viewers, ZEE5 original contents are well received by its viewers,
ZEE5 continues to be one of the top-rated OTT platform apps,
both on iOS and Android Play Store,

Additionally, during the year, ZEE5 EBITDA loss has reduced by
INR 5.6 billion to INR 5.5 billion from INR 11.1 billion in FY'24. That is
about 50% reduction in the EBITDA loss Y-o-Y. In line with your
company's strategic priorities, and this also reiterates that the
company remains sharply focused on maintaining a balanced
cost structure and driving return on investments to sustain our
long-term growth,

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

Zee Music Company (ZMC), your company's music publishing
label business with more than ~164 million subscribers on
YouTube in India, Having acquired an expansive catalogue of
music rights across languages, it earned the status of 'second-
most listened to' Indian music label in a short period of time, Its
catalogue now consists of over 18,000 songs across over 20
languages,

5. changes in capital structure

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

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

As on 31^st March 2025, promoters' shareholding in the Company
was 3,99%,

6. foreign currency convertible bonds

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

Post receipt of the requisite approvals, the Company received
a remittance of USD 23,900,000 being the first tranche across
all 10 series from Investors towards subscription of FCCBs,
Considering the receipt of remittance, 23900 FCCBs of USD
1000 each were allotted to the Investors on a private placement
basis on August 12, 2024,

Accordingly, the Company has outstanding FCCBs of USD 23,90
million maturing in 10 years, At the discretion of Investors and
subject to the requisite regulatory approval, the FCCBs can be
converted into fully paid-up equity shares of ' 1 each of the
Company at the conversion price of ' 160,20 per equity share,

7. credit rating

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

8. subsidiaries, associates & joint ventures

As on 31^st March 2025, your Company had 19 (nineteen)
subsidiaries comprising of 2 (two) domestic direct subsidiaries
and 17 (seventeen) overseas direct/stepdown subsidiaries and
1 (one) Joint Venture Company, Further, the Company had no
Associate Company as on 31^st March 2025,

During the year under review:

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

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

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

Apart from the above, there was no change in the number of
Subsidiary/Associate/Joint Venture of the Company either by

way of acquisition or divestment or otherwise during the year
under review,

Your Company is in compliance with the FEMA regulations with
respect to downstream investments,

In accordance with the provisions of Regulation 16(1)(C) of the
Listing Regulations pertaining to the threshold for determining
Material Subsidiary, there was no Material Subsidiary of the
Company during the financial year 2024-25.

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

In compliance with Section 129 of the Act, a statement containing
the salient features of the financial statements of all subsidiaries,
associate and joint venture companies of the Company in the
prescribed Form AOC-1 forms part of this Annual Report as
Annexure - A,

In accordance with Section 136 of the Act, the Audited Financial
Statements including the Consolidated Financial Statements and
related information of the Company and the financial statements
of each of the subsidiary companies are available on the website
of the Company at https://www.zee.com/investors/investor-
financials/

9. corporate social responsibility

During the year under review, the total CSR obligation of the
Company was ' 22,67,66,780 as per Section 135 of the Act, The
Company contributed an aggregate amount of ' 22,67,66,780
towards various CSR Projects, as detailed in the Annual Report
on CSR annexed to this report. This includes ' 11,26,36,746
allocated for ongoing projects and transferred to the 'Unspent
CSR Account for FY 2024-25' of the Company on 29^th April 2025,
in accordance with the provisions of the Act and the Companies
(Corporate Social Responsibility Policy) Rules, 2014 ('CSR Rules'),
as amended from time to time,

I n compliance with the provisions of Section 135 of the Act and
the CSR Rules, as amended from time to time, the Annual Report
on CSR activities for the financial year ended 31^st March 2025 is
annexed to this Annual Report as Annexure - B, Furthermore,
the Company has adopted a Board Approved CSR policy in
compliance with Section 135 of the Act, which can be accessed
at https://assets-prod.zee.com/wp-content/uploads/2024/11/
ZEE-CSR-Document-without-Budget-column-22-11-24.pdf
The salient features of the CSR Policy are provided in the Annual
Report on CSR. Additionally, there were no changes in the CSR
policy during the year under review,

10. corporate governance and policies

In order to maximize shareholders' value on a sustainable
basis, your Company has been constantly reassessing and
benchmarking itself with well-established Corporate Governance
practices while strictly complying with the requirements of
the Listing Regulations, applicable provisions of the Act and
the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India ('ICSI'),

In terms of Schedule V of the Listing Regulations, a detailed report
on Corporate Governance along with Compliance Certificate

issued by M/s, Vinod Kothari & Co,, Company Secretaries (Firm
Registration No. P1996WB042300), Secretarial Auditors of
the Company forms part of this Annual Report. Management
Discussion and Analysis Report as per Listing Regulations is
presented in a separate section forming part of this Annual Report.

I n compliance with the requirements of the Act and the Listing
Regulations, your Board has approved various Policies including
Code of Conduct for Directors and Senior Management, Policy
for Determining Material Subsidiary, Document Preservation
Policy, Policy for Determination of Materiality of Events and
Information, Fair Disclosure Policy, CSR Policy, Whistle Blower
& Vigil Mechanism Policy, Policy on Dealing with Materiality of
Related Party Transaction, Nomination and Remuneration Policy,
Treasury Policy, Risk Policy, Insider Trading Code and Dividend
Distribution Policy, These policies & codes along with the
Directors Familiarization Programme and terms and conditions
for appointment of Independent Directors are available on
Company's website at https://www.zee.com/corporate-
governance/.

I n compliance with the requirements of Section 178 of the Act,
the Nomination & Remuneration Committee of your Board has
established various criteria for nominating a person on the Board
which inter alia includes the requirement of desired size and
composition of the Board, age limits, qualification, experience,
areas of expertise and independence of individual, The said policy
can be accessed at https://assets-prod.zee.com/wp-content/
uploads/2022/04/22150721/Nomination-Remuneration-policy-
2022-April,pdf and there was no change in the policy during the
year under review,

ii. directors & key managerial personnel

I. Board of Directors

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

During the year under review:

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

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

Subsequent to the closure of the financial year under review:

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

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

Requisite intimations with respect to the changes in Directors
during the year have been made to and approved by the Ministry
of Information and Broadcasting,

Declaration of independence from independent Directors

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

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

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

• in terms of Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, they have registered
themselves with the independent Director's database
maintained by the Indian institute of Corporate Affairs.

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

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

Number of meetings of the Board

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

Retirement by rotation

in accordance with the provisions of Section 152 and other
applicable provisions, if any, of the Act (including any statutory
modification(s) or reenactment(s) thereof for the time being
in force) and the Articles of Association of the Company, Mr.
Saurav Adhikari, Non-Executive Non independent Director of
the Company is liable to retire by rotation at the ensuing AGM
and being eligible has offered himself for re-appointment. Your
Board recommends his re-appointment. A resolution seeking
shareholders' approval for his re-appointment along with other
required details form part of the AGM Notice.

Key Managerial Personnel

During the financial year under review:

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

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

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

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

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

12. performance evaluation

Pursuant to the provisions of the Act and Listing Regulations,
the evaluation of annual performance of the Directors, Board
and Board Committees was carried out for the financial year
2024-25. The details of the evaluation process are set out in the
Corporate Governance Report which forms part of this Annual
Report.

Performance of non-independent directors, the Board as a whole
and Chairman of the Company was evaluated in a separate
meeting of independent Directors.

Further, at the Board meeting, followed by the meeting of the
independent Directors, the performance of the Board, its
committees and individual directors was also discussed. The
Performance evaluation of independent Directors was done
by the entire Board, excluding the independent Director being
evaluated.

13. board committees

In compliance with the requirements of Act and Listing Regulations,
your Board has constituted various Board Committees including
Audit Committee, Risk Management Committee, Nomination &
Remuneration Committee, Stakeholders Relationship Committee
and Corporate Social Responsibility Committee. Details of the
constitution of these Committees are available on the website of
the Company at https://www.zee.com/corporate-governance/#.
Details regarding the scope, constitution, terms of reference,
number of meetings held during the year under review along with
attendance of Committee Members form part of the Corporate
Governance Report which is annexed to this report.

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

14. AUDITORS
statutory Audit

At the 40^th AGM held on September 30, 2022, the Shareholders
had approved the appointment of M/s. Walker Chandiok & Co
LLP, Chartered Accountants (Firm Registration No. 001076N/
N500013) as Statutory Auditors of the Company until the
conclusion of the 45^th AGM at a remuneration to be determined
by the Board of Directors of the Company in addition to the
out of pocket expenses as may be incurred by them during the
course of the Audit.

The Statutory Audit Report issued by M/s. Walker Chandiok & Co
LLP, Chartered Accountants, does not contain any qualification,
reservation or adverse remarks on Standalone and Consolidated
Audited Financial Results of the Company for the financial year
2024-25. The Auditors' Reports are enclosed with the financial
statements in the Annual Report.

Secretarial Audit

During the year under review, M/s. Vinod Kothari & Co., Company
Secretaries (Firm Registration No. P1996WB042300) were
appointed as the Secretarial Auditors to conduct the Secretarial
Audit of your Company for the financial year ended 31^st March
2025. The unqualified Secretarial Audit report is annexed to this
Annual Report as Annexure - C.

Pursuant to the provisions of Regulation 24A read with all the
relevant SEBI Circular, the Secretarial Compliance Report, issued
by Secretarial Auditors of the Company, confirming that the
Company had complied with all applicable SEBI Regulations/
circulars/guidelines during the financial year ended 31^st March
2025, was filed with the stock exchanges.

Further, pursuant to the provisions of Regulation 24A and other
applicable provisions of the SEBI Listing Regulations read with
Section 204 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors of the Company at their meeting held on
May 8, 2025, inter-alia, have considered and approved the
appointment of Vinod Kothari & Company, a Peer Reviewed Firm
of Company Secretaries in Practice (Firm Registration Number:
P1996WB042300), as the Secretarial Auditors of the Company
for the 1^st term of five consecutive years commencing from FY
2025-26 till FY 2029-30, subject to approval of the shareholders
of the Company at the ensuing AGM.

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

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

Cost Audit

in compliance with the provisions of Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014, M/s.
Vaibhav P Joshi & Associates, Cost Accountant, (Firm Registration
No. 101329) was appointed as Cost Auditor to conduct the Audit
of Cost Records of the Company for the financial year 2025-26.
The requisite proposal for ratification of remuneration payable to
the Cost Auditor for the financial year 2025-26 by the Members
as required under Rule 14 of the Companies (Audit and Auditors)
Rules, 2014, forms part of the Notice of ensuing AGM.

The Company has maintained cost accounts and records in
accordance with the provisions of Section 148(1) of the Act read
with the Companies (Cost Records and Audit) Rules, 2014.

The Cost Audit Report for the financial year 2024-25 as issued
by M/s. Vaibhav P Joshi & Associates, Cost Accountant, (Firm
Registration No. 101329), does not contain any qualification,
reservation or adverse remarks.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost
Auditors and Secretarial Auditors have not reported any
instances of frauds committed in the Company by its officers or
employees to the Audit Committee under section 143(12) of the
Companies Act, 2013.

15. human resources & particulars of employees

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

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

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

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

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

Requisite disclosure in terms of the provisions of Section 197
of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in
respect of remuneration of Directors, Key Managerial Personnel
and Employees of the Company is annexed to this report as
Annexure - D.

16. conservation of energy, technology

ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

Your Company is in the business of Broadcasting of General
Entertainment Television Channels and extensively uses
world-class technology in its Broadcast Operations. Since this
business does not involve any manufacturing activity, most of
the information required to be provided under Section 134(3)
(m) of the Act read with the Companies (Accounts) Rules, 2014,
is either Nil/Not applicable. The information, as applicable, are
given hereunder:

Conservation of Energy: Your Company, being a service provider,
requires minimal energy consumption and every endeavour
is made to ensure optimal use of energy, avoid wastages and
conserve energy as far as possible.

Technology Absorption: Your Company has achieved significant
progress this year in utilizing its Multi Gigabit and multi-locational
Media Fabric to facilitate the distributed delivery of content in
various formats.

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

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

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

Foreign Exchange Earnings & Outgo: During the financial year
2024-25, the Company had Foreign Exchange earnings of ?4,813
million and outgo of '1,613 million.

17. disclosures

i. Particulars of loans, guarantees and investments:
Particulars of loans, guarantees and investments made by
the Company as required under Section 186(4) of the Act
and the Listing Regulations are contained in Note No. 50 to
the Standalone Financial Statements.

ii. Transactions with Related Parties: All contracts/
arrangements/transactions entered by the Company
during the financial year with related parties were on an
arm's length basis, in the ordinary course of business
and in compliance with the applicable provisions of the
Act, Listing Regulations and Policy on dealing with and
materiality of Related Party Transactions. During FY 2024¬
25, there were no material Related Party Transactions
entered into by the Company with Promoters, Directors,
Key Managerial Personnel or other Designated Persons
that may have a potential conflict with the interest of the
Company at large.

All related party transactions, specifying the nature, value,
terms and conditions of the transactions including the
arm's length justification, were placed before the Audit
Committee for its approval and statement of all related
party transactions carried out was also placed before the
Audit Committee for its review on a quarterly basis.

During the year under review, (i) there were no related
party contracts or arrangements or transactions entered
into by the Company that were not at arm's length basis;
and ii) there were no material related party contracts or
arrangements or transactions entered into by the Company
as defined under Section 188 of the Act and Regulations 23
of the Listing Regulations. Accordingly, no transactions are
required to be reported in Form AOC-2 as per Section 188
of the Act. in accordance with the approach and directives
of the Board of Directors, the transactions with related
parties (other than subsidiaries) have been reduced during
the year under review.

iii. Risk Management: Your Company has well-defined
operational processes to ensure that risks are identified
and the operating management is responsible for
identifying and implementing the mitigation plans for
operational and process risks. Key strategic and business

The said Unclaimed Dividend and/or Unclaimed Equity
Shares can be claimed by the Shareholders from iEPF
Authority by following the process prescribed under the
IEPF Rules. During FY 2024-25, an aggregate of 42 Unclaimed
Equity Shares of the Company were re-transferred by the
IEPF Authority to the beneficiary accounts of respective
Claimants, upon submission of specific refund claims and
completion of verification process by the Company and
iEPF Authority.

viii. Annual Return: Pursuant to the amended provisions of
Section 92 of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, Annual
Return in Form MGT-7 is available on website of the
Company at https://www.zee.com/corporate-governance/.

ix. Sexual Harassment: Your Company is committed to
provide a safe and conducive working environment to
all its employees (permanent, contractual, temporary
and trainees etc.) and has zero tolerance towards sexual
harassment at workplace. in line with the requirements
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
rules thereunder, your Company has adopted a Policy on
prevention, prohibition and redressal of sexual harassment
at workplace and has constituted internal Committees
across various locations to redress complaints received
regarding sexual harassment.

During the year under review, four complaints were
filed, and all four complaints were disposed of, and no
complaints were pending for more than ninety days.

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

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

IDBI Bank Limited ('IDBI Bank') filed an application for
initiation of Corporate Insolvency Resolution Process
('CIRP') against the Company before the Hon'ble National
Company Law Tribunal, Mumbai Bench ('NCLT') claiming
debt and default of ' 149.6 crore. The Company, in response,
filed an application before the Hon'ble NCLT under Section
10A of the insolvency and Bankruptcy Code, 2016 ('IBC')
seeking dismissal of iDBi Bank's application. The Hon'ble
NCLT, vide its order dated May 19, 2023, allowed the
Company's application under Section 10A and dismissed
iDBi Bank's application stating that it is barred under
Section 10A of the iBC, and it is not in accordance with the
intent and purport of the iBC ('NCLT Order'). Challenging
the said order, IDBI Bank filed an appeal before the Hon'ble
National Company Law Appellate Tribunal ('NCLAT'). On
April 7, 2025, Hon'ble NCLAT dismissed the appeal filed by
iDBi Bank and upheld the NCLT Order.

As on date, there is no proceeding pending before the
NCLT under the insolvency and Bankruptcy Code, 2016, for
initiating of CIRP against the Company.

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

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

18. director's responsibility statement

Pursuant to Section 134 (5) of the Act, in relation to the annual
accounts for the financial year 2024-25, your Directors confirm
that:

(a) the annual accounts of the Company have been prepared
on a going concern basis;

(b) i n the preparation of the annual accounts, the applicable
accounting standards had been followed and there is no
material departures;

(c) the accounting policies selected were applied consistently
and the judgments and estimates related to these annual
accounts have been made on a prudent and reasonable
basis, so as to give a true and fair view of the state of affairs
of the Company as on 31^st March 2025, and, of the profits of
the Company for the financial year ended on that date;

(d) proper and sufficient care has been taken for maintenance
of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, to safeguard the
assets of the Company and to prevent and detect any
fraud and other irregularities;

(e) requisite internal financial controls to be followed by the
Company were laid down and that such internal financial
controls are adequate and operating effectively; and

(f) proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and are operating effectively.

19. acknowledgements

The employees are vital and the most valuable assets of your
Company. Your Directors deeply value the professionalism and
commitment of the employees of the Company and place on
record their appreciation for the contribution and efforts made
by all the employees in ensuring excellent all-round performance.
Your Board also extends its sincere thanks and expresses
its gratitude for the continued support and co-operation
received from all the stakeholders including viewers, producers,
customers, vendors, advertising agencies, investors, bankers and
regulatory authorities.

For and on behalf of the Board

R Gopalan

Chairman
DiN: 01624555

Place: Mumbai

Date: July 22, 2025