Zee Media Corporation Ltd

Dear Members,

The Board of Directors of Zee Media Corporation Limited (‘ZMCL' or ‘Company') take pleasure in presenting the Twenty Fifth (25^th) Annual Report of the Company, on the business and operations of the Company, together with Audited Standalone and Consolidated Financial Statements and the

Auditor's Report thereon, for the Financial Year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

A summary of the financial performance of the Company for the Financial Year ended March 31, 2024, is as below:

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 auditor and reviews performed by the management and/or the Audit Committee of the Board, your Board is of the opinion that Company's internal financial controls were adequate and effective during the Financial Year 2023-24.

2. DIVIDEND

In view of the need to conserve financial resources, your Directors have not recommended any dividend for the Financial Year 2023-24.

The Board of Directors of the Company had approved and adopted a Policy on Distribution of Dividend, as amended from time to time, to comply with Regulation

43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'). The said Policy of the Company sets out the parameters and circumstances that will be taken into account by the Board in determining whether or not to distribute dividend to its shareholders, the quantum of profits and/or retained profits to be distributed as dividend etc. The policy is available on the website of the Company viz. www.zeemedia.in.

3. BUSINESS OVERVIEW

Your Company is amongst the key player in the media and broadcasting sector, boasting with largest and diverse portfolio of Television channels and Digital properties. With a wide-reaching network of news bureaus, correspondents and stringers throughout the nation, the Company ensures extensive media coverage. Deploying cutting-edge technology for content development, assembly and distribution, the Company further strengthens its position in the competitive landscape of both Television and Digital Media segments.

The Company has a diversified portfolio of 20 News Channels comprising of 16 TV News channels (1 Global,

4 National and 11 Regional channels), 4 digital-only News channels and more than 30 digital brands. In order to harness and tap the vast opportunities and expansion within the digital media space, the Company's digital publishing operations have been consolidated into a distinct Wholly Owned Subsidiary Company viz. Indiadotcom Digital Private Limited (IDPL).

The Company has progressively broadened its array of digital offerings, establishing a presence through a basket of channels such as websites, social media platforms and mobile applications. In attracting its audience, the Company employs a strategy similar to its television segment, aiming to capture a wide market while also providing offerings tailored to specific niche audiences. Its digital portfolio encompasses numerous websites dedicated to specialized channels, each featuring a range of language options, sub-brands and sections designed to appeal to diverse audiences. The Company has also forged strong connections with several national and international news agencies. Leveraging this network, the Company is able to work with correspondents worldwide, enabling on-the-spot and live coverage, which significantly broadens the international footprint of its channels, with WION in particular benefiting from this extensive reach.

The global media and entertainment industry is projected to grow at a CAGR of 7.80% over the forecast period 2024-29, with the market size expected to rise from its current estimate of USD 29.88 billion to USD 43.55 billion in five years, as per Modor Intelligence. Technological advancements have reshaped the media and entertainment landscape, paving the way for new entrants and driving growth across the board. The rise of social media has significantly influenced the industry, prompting traditional companies to adopt digital platforms and resulting in increased advertising expenditures. The adoption of digital platforms has greatly impacted the industry by streamlining content creation, distribution and access.

The FICCI-EY report estimates that the Indian Media

& Entertainment (M&E) sector grew by 8% in 2023, reaching 2.3 trillion (US$27.9 billion), surpassing its 2019 pre-pandemic levels by 21%. New media is responsible for 70% of this growth and now comprises 38% of the market share.

Television revenues are forecasted to grow at a CAGR of 3.2%, reaching 765 billion by 2026, which is about half the rate of expected inflation. The digital segment, with a 13.5% CAGR, is set to hit 955 billion by 2026 and is anticipated to surpass television as the largest segment. Digital advertising is predicted to grow at a 13.5% CAGR, reaching 842 billion, driven by improved governance. Advertising from long-tail and SMEs is expected to grow from 208 billion in 2023 to 304 billion by 2026. Advertising revenue for OTT platforms in sports and entertainment is projected to generate 80 to 90 billion by 2026, while e-commerce advertising is set to grow the fastest, reaching 150 billion. Over the past year, the Company has adapted to changes, pioneered innovations and reinforced its dominant role in the ever-evolving media industry. The Company ventured into new territories by launching Zee Tamil News, Zee Malayalam News and Kesar TV. It also fortified its leadership by rebranding Zee Hindustan as Zee Bharat - aligned with the Ram Temple inauguration in Ayodhya to expand its reach and rebranded Zee Salaam as Salaam TV. The company's diverse language and multi-platform offerings delivered news in unique formats, adding value for viewers and stakeholders.

Elections: The Company revolutionized election forecasting by delivering most accurate prediction of Voting Trends with the use of cutting-edge artificial intelligence technology.

Zeenia: The Company launched its first AI anchor during the General Elections Exit Poll.

DNA: DNA, our flagship program and the flagbearer of news analysis in the industry, continues its legacy of excellence undeterred with more insights and more content enrichment.

Chandrayaan 3: Our live streams on Facebook and YouTube during the Chandrayaan-3 landing garnered record-breaking viewership.

Ganga Kinare: The initiative celebrated the cultural richness of Varanasi and raise awareness about the significance of the holy river Ganga. It was also aimed to spread awareness on clean Ganga.

Zee Real Heroes: We celebrated and recognized the inspirational personalities across various fields, through our prestigious award Zee Real Heroes.

WION and Zee Business Collaboration: WION and Zee Business hosted ‘InSight,' a conference to discuss the future of various industries in 2024. Thought leaders gathered to share insights and explore trends shaping the business landscape.

The Cricket Show: This program captivated viewers during the Cricket World Cup, demonstrating our ability to deliver captivating sports content.

Switch: We created a unique content platform specifically for Gen Z, showcasing our commitment to understanding and reaching new demographics.

Petuz: We ventured beyond news, launching an app dedicated to all things concerning food, catering to a wider audience.

Ananya Samman: The network hosted Ananya Samman awards, an initiative that aims to recognize and celebrate the achievements of individuals who have worked hard to make a positive impact in their respective fields.

Mission Sustainability: We launched "Mission Sustainability," an initiative promoting environmental awareness.

Critics Choice Award: Instituted the first-ever Critics Choice Award, acknowledging excellence in the media industry.

The Company boasts an extensive social media presence, with a reach of 410 million on Facebook and 262.4 million on YouTube. During FY24, the network achieved widespread reach across all its platforms and domains, with video views totaling 760.1 million and 7,448.9 million page views, along with 227.8 million user views on its websites.

WION won 12 esteemed awards for its cutting-edge programming and digital reporting at the NT Awards 2023.

The Consolidated Operating Revenue decreased by 11.4% (from 7,206.25 million in FY'23 to 6,382.90 million in FY'24) and the EBITDA stood at 656.12 million in FY'23 as against EBITDA loss of 391.80 million in FY'24). The Finance Costs decreased by 18.6% (due to repayment of a significant portion of the NCDs during the year) and Depreciation and Amortization Expenses reduced by 5% in FY'24 as compared to FY'23. The Net loss was 984.24 million in FY'24 as compared to net loss of 688.03 million in FY'23.

Consequent to the invocation of the Corporate Guarantee issued by the Company in relation to the non-convertible debentures of Diligent Media Corporation Limited (‘DMCL') and subsequent to the discharge of the liability by the Company under the said Corporate Guarantee, an amount of 2,900 million was recoverable by the Company from DMCL, in addition to other receivables of 193.03 million. Post discussions, the Company and DMCL proposed to settle the entire outstanding amount of 3,093.03 million, by - transfer / assignment of Identified Trademarks of DMCL valued at 1,700 million, cash payment of 120 million and writing off of the balance amount of 1,273.31 million. The Board of Directors of both the companies had approved the Settlement Agreement inter-alia containing the detailed terms of Settlement. The said settlement terms were approved by the shareholders of the Company and were also approved by the shareholders of DMCL. Upon receipt of the requisite approvals, the Company, during the year ended March 31, 2023, had entered into the Settlement Agreement with DMCL, which was subject to transfer of all rights, clear title and interest in the identified trademarks of DMCL to the Company. As per the said Settlement Agreement, the Company had received the payment of 120 million from DMCL and written off receivables during the year ended March 31, 2023. Subsequently, the Companies executed addendums / documents with respect to the settlement agreement, affirming that the Company will have exclusive rights over the Identified Trademarks and DMCL shall take all steps to transfer the clear title pertaining to the Identified Trademarks to the Company in a phased manner. Basis the execution of aforementioned documents, the Company has recognised the Identified Trademarks as an intangible asset during the year ended March 31, 2024.

4. SUBSIDIARIES & ASSOCIATE COMPANIES

As on March 31, 2024 your Company has 2 (Two) Wholly Owned Subsidiaries in India (‘WOS') viz. Zee Akaash News Private Limited and Indiadotcom Digital Private Limited and 2 (Two) Associate entities, viz. Today Merchandise Private Limited and Today Retail Network Private Limited.

Zee Akaash News Private Limited is a WOS of the Company incorporated in the State of Maharashtra. The Company is, inter alia, engaged in the business of broadcasting of satellite television channels namely - Zee 24 Ghanta in Bengali Language. The Company is a material unlisted subsidiary as on March 31, 2024, 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, Director of the company is apponted as Independent Director on the Board of Zee Akaash News Private Limited (material unlisted subsidiary).

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

The Company is a material unlisted subsidiary as on March 31, 2024, as per the thresholds laid down under the Listing Regulations. In compliance with the provision(s) of Regulation 24 of the Listing regulations, Ms. Swetha Gopalan and Mr. Raj Kumar Gupta, Directors of the company are apponted as Independent Directors on the Board of IDPL.

Post closure of the financial year under review, IDPL had, post requisite approval, entered into an Agreement dated April 12, 2024, for making an investment of upto 8,76,00,000/- (Rupees Eight Crore Seventy Six Lakh Only), in tranches, in Vyomeen Media Private Limited (‘Newsreach'), a company inter-alia engaged in the field of PR, media and advertising. The said investment shall be made by subscribing to equity shares and/or convertible equity-linked instruments (Optionally Convertible Redeemable Preference Shares) of Newsreach. The said strategic investment aims to bolster IDPL's presence in the digital publishing sector and unlock value in the expanding media landscape.

Today Merchandise Private Limited and Today Retail Network Private Limited are the associate companies of your Company. Today Merchandise Private Limited's objects include handling customer acquisition, marketing, procurement, sales promotion, brand management, website hosting and other ancillary activities. Today Retail Network Private Limited's objects include trading of merchandise like international books, apparels, footwear etc. through internet promotions. Your Company funds its subsidiary(ies), from time to time, as per the fund requirements, to meet the working capital and other business requirements, in compliance with applicable regulatory provisions. During the year ended March 31, 2023, the Company had converted unsecured loan along with trade receivables aggregating to 1,100.00 million into 110 number of, 0.01% Optionally Convertible Debentures (‘OCDs') of 10.00 million each, of its wholly owned subsidiary (WOS) viz. IDPL. The said OCDs are convertible into equity shares of 10 each in the ratio of 1:1,000,000, within 9 years or at the option of the IDPL, whichever is earlier. Simultaneously during the same financial year, the Company's other WOS viz. Zee Akaash News Private Limited also converted the unsecured loan of 200.00 million into 20 number of, 0.01% Optionally Convertible Debentures (‘OCDs') of 10.00 million each, of IDPL at same terms of issuance. Further, during the financial year ended March 31, 2024, Zee Akaash News Private Limited also converted additional unsecured loan of 200.00 million into 20, 0.01% Optionally Convertible Debentures (‘OCDs') of 10.00 million each, of IDPL, at same terms.

In addition to the above, the status of new subsidiaries established / incorporated and closed during the year under review and till the date of this report is as follows:

- Post receipt of requisite approvals, the Company had incorporated a WOS under the name of ‘Zee Media Americas LLC' on February 27, 2023, in the State of Delaware, United States of America. The said subsidiary was incorporated for the distribution of Company's linear channels, digital properties and in-house content. During the year under review, post approval of the Board dated October 31, 2023, the said subsidiary was closed/struck off on December 30, 2023.

- Upon the approval of the Board at its meeting held on March 29, 2024, the Company on April 4, 2024, established a WOS named ‘Zee Media Inc' in the State of Delaware, United States of America to undertake the business of dissemination of the Company's content on all distribution platforms, including linear and digital platforms and to undertake targeted award and event functions.

- Upon the approval of the Board at its meeting held on February 12, 2024, the Company on July 3, 2024, established a WOS named ‘Pinews Digital Private Limited' in India, to undertake the business of mainstream media, through Hyper Local App, by intelligently driven Artificial Intelligence.

- The Board at its meeting held on June 13, 2024, approved incorporation of a WOS of the Company in India to inter-alia engage in the business of bringing forth ancient knowledge of scriptures intersecting with modern science, focusing on spirituality, mindfulness and wellbeing through the launch of appropriate digital and alternative media properties in the infotainment space. The incorporation of the said WOS is under process.

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

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

In accordance with Section 136 of the Act, the Annual Audited Financial Statements including the Consolidated Financial Statements and related information of the Company and Annual Audited Accounts of the Subsidiaries are available on the investor section on the website of the Company viz. www.zeemedia.in. Your Company also has a policy in place for determining Material Subsidiaries in terms of the applicable regulations. The Policy for determining Material Subsidiaries is available on the Company's website viz. www.zeemedia.in.

5. CAPITAL STRUCTURE

During the year under review, there was no change in the Capital Structure of the Company. Accordingly, as at March 31, 2024, the Capital structure stand as follows:

The Authorised Share Capital of the Company is 1,93,00,00,000/- (Rupees One hundred and ninety three crores only) divided into 1,770,000,000 (One hundred and seventy seven crores) Equity Shares of 1/- (Rupee One) each and 160,000,000 (Sixteen crores) Preference Shares of 1/- (Rupee One) each.

The Paid-up Equity Share Capital of the Company is 62,54,28,680/- (Rupees Sixty two crore fifty four lakhs twenty eight thousand six hundred and eighty Only) divided into 625,428,680 (Sixty two crore fifty four lakhs twenty eight thousand six hundred and eighty) Equity Shares of 1/- (Rupee one only) each.

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

Further, the Board at its meeting held on January 5, 2022, in furtherance to the approval of the shareholders and other requisite approvals and upon receipt of an upfront amount of 3.05/- (Rupees Three decimal point zero five Only) for each Warrant, aggregating to 41,175,000/- i.e. 25% of Warrant Issue Price, allotted 135,000,000 Warrants on preferential basis to Asian Satellite Broadcast Private Limited, a Promoter Group Entity. 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 Hon'ble 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 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 Hon'ble DRT in the said matter and Company to abide by directions of the Hon'ble DRT in this regard.

Your Company's 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 2024-25 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 2024-25 have been paid to both the Depositories.

6. FUND RAISING

Subsequent to closure of the financial year, the Board at its meeting held on June 26, 2024, considered and granted its In-Principal approval to raise funds through permissible means under applicable laws including but not limited to, by way of, issue of equity shares/ convertible bonds/ debentures/ warrants/ preference shares/ foreign currency convertible bond (FCCB) / any other equity linked securities and/ or any other securities, for an amount not exceeding 200 crores, in one or more tranches, subject to such approvals as may be required. The Board has also approved the conducting of Postal Ballot process for seeking approval of the Shareholders for raising of funds as mentioned above. Postal Ballot process through E-voting commenced on Friday, July 12, 2024, at 9:00 A.M. (IST) and will end on Saturday, August 10, 2024, till 5:00 P.M. (IST). In accordance with Secretarial Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of India, if approved with requisite majority, the Resolution shall be deemed to have been passed on the last date specified by the Company for E-Voting i.e. Saturday, August 10, 2024.

7. APPROVAL THROUGH POSTAL BALLOT

During the year under review, no resolution was passed through postal ballot.

Subsequent to closure of the financial year, upon the approval of the Board on June 26, 2024, the Company had initiated the process to seek the approval of the Shareholders by way of a Special Resolution through notice of postal ballot dated June 26, 2024, for Issuance of Securities for an amount not exceeding 200 Crores. The E-voting period commenced on Friday, July 12, 2024, at 9:00 A.M. (IST) and will end on Saturday, August 10, 2024, till 5:00 P.M. (IST). The Shareholders of the Company, holding equity shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, July 5, 2024, were eligible to cast their vote by Remote E-Voting on the said resolution.

The Resolution, if approved with requisite majority, shall deemed to have been passed on the last date specified by the Company for E-voting i.e. August 10, 2024. The voting results, in compliance with Regulation 44(3) of the Listing Regulations and the Scrutinizer's Report as per Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, will be submitted to the Stock Exchanges and shall also be uploaded on the website of the Company, within the stipulated timelines after the close of the e-voting.

8. EMPLOYEES STOCK OPTION SCHEME

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

9. CREDIT RATING

Subsequent to the closure of the financial year, Credit Analysis and Research Limited (‘CARE') vide its letter dated July 9, 2024, has revised Credit ratings for the financial facilities availed by the Company which revision is as under:

- Fund-based – Long Term - Cash Credit facility of the Company of 50 Crores are rated as CARE BB; Negative; and

- Withdrawal of rating for its Fund-based – Long Term - Term Loan, upon repayment of term loan in full.

The Registered Office of the Company is presently situated at 135, Continental Building, 2^nd Floor, Dr. Annie Besant Road, Worli, Mumbai – 400 018, Maharashtra.

The Registrar & Share Transfer Agent (‘RTA') of the Company is Link Intime India Private Limited. The Registered office of Link Intime India Private Limited is situated at C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra.

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

In terms to the requirements of Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by Ms. Neelam Gupta, Practicing Company Secretary, proprietor of Neelam Gupta & Associates, is attached and forms an integral part of this Annual Report. Management Discussion and Analysis Report and Business Responsibility and Sustainability Report as per Listing Regulations are presented in separate section forming part of this Annual Report. In compliance with the requirements of the Act and the Listing Regulations, your Board has approved various Policies including Code of Conduct for Board of Directors and Senior Management, Policy for determining material subsidiaries, Policy for preservation of documents & archival of records on website, Policy on Distribution of Dividend, Policy for determining material events, Policy for fair disclosure of unpublished price sensitive information, Corporate Social Responsibility Policy, Whistle blower

& Vigil mechanism Policy, Related Party Transaction Policy etc. These policies and codes are reviewed by the Committees / Board from time to time. These policies and codes along with brief on Directors' familiarization

program and terms and conditions for appointment of independent directors are available on the Investor Section on the Company's website viz. www.zeemedia.in In compliance with the requirements of Section 178 of the Act, the Nomination and Remuneration Committee (‘NRC') of your Board has fixed the criteria for nominating a person on the Board which inter-alia include desired size and composition of the Board, age limits, qualification/experience, areas of expertise, requisite skill set and independence of individual. Further, in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 2015 (‘PIT Regulations'), on prevention of insider trading, your Company has a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. Your Company has further put in place a Code of practices and procedures of fair disclosures of unpublished price sensitive information. The said codes are applicable to all Directors, Key Managerial Personnel (‘KMPs') and other Designated Persons, as identified in the Code, who may have access to unpublished price sensitive information of the Company. The codes are available on Company's 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 Company's 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, Non-Executive Non-Independent and Independent Directors, representing a blend of professionalism, knowledge and experience which ensures that the Board independently perform its governance and management functions. The Company professes the importance of diversity at the Board and at all levels within the organization.

As on March 31, 2024, the Board comprised of 7 (Seven) Directors which include 1 (One) Executive Director, 3 (Three) Non-Executive Non-Independent Directors and 3 (Three) Independent Directors including 1 (One) Woman Independent Director.

No change in the composition of the Board of Directors took place subsequent to the closure of the Financial Year. Pursuant to provisions of Section 152(6) of the Act, Mr. Surender Singh (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 7, 2024, upon recommendation of the Nomination and Remuneration Committee, has considered and recommended his re-appointment to the shareholders of the Company.

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

Your Company has obtained a Certificate from 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, 2024, the following were 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. Abhay Ojha, Chief Executive Officer; and (c) Ranjit Srivastava, Company Secretary and Compliance Officer Post closure of Financial Year till the date of this report, the following were the changes in the KMP's of the Company: (a) Mr. Abhay Ojha ceased to be the Chief Executive Officer of the Company with effect from May 4, 2024; and (b) Mr. Karan Abhishek Singh appointed as the Chief Executive Officer of the Company, with effect from July 10, 2024.

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.

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

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 7 (Seven) times during the Financial Year 2023-24, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening period between any two Board Meetings was within the maximum time permissible under the Act and Listing Regulations.

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

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

A declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, regarding the requirement relating to enrollment in the Data Bank for Independent Directors as stipulated under Section 150 of the Act, has been received from all the Independent Directors, along with declaration made under Section 149(6) of the Act.

There are no pecuniary relationships or transactions between the Independent Directors and the Company, except for the payment of Sitting Fee and Commission.

In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on March 29, 2024. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of the Chairperson of the Company, after taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

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 2023-24. The Board evaluation framework has been designed in compliance with the requirements specified under the Act, the Listing Regulations and in accordance with the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India (‘SEBI'). The evaluation process was carried out based on an assessment sheet structured in line with ICSI guidance note and the guidance note issued by SEBI in this regard. The Independent Directors of your Company, in a separate meeting, evaluated the performance of the Chairman and other Non-Independent Directors along with the performance of the Board based on various criteria recommended by the NRC and ‘Guidance Note on Board Evaluation' issued by the SEBI. A report on such evaluation done by the Independent Directors was taken on record by the Board and further your Board, in compliance with requirements of the Act, evaluated performance of all the Directors, Board as a whole, based on various parameters including attendance, contribution etc.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its committees and Individual Directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the Independent Director being evaluated. The Board of Directors have opined that they are satisfied with regard to the integrity, expertise and experience (including proficiency) of the Independent Director of the Company.

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 the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive Directors of the Company. The policy is available at the Investor Section on the website of the Company at viz. www.zeemedia.in The NRC takes into consideration the best practices in the industry while fixing the terms of the appointment including remuneration packages. Further, the compensation package for the Director, Key Managerial Personnel, Senior Management and other employees is designed based on the set of principles enumerated in the said policy. The remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Nomination and Remuneration Policy of your Company.

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

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

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 for the Board members by Ernst & Young LLP on - Key amendments in Companies Act, 2013 and Listing Regulation, related party transactions and Independent Directors – Duties, Responsibilities and Liabilities.

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

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

In compliance with the requirements of the Act,

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

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.

In compliance with Section 177 of the Act read with rules made thereto and Regulation 18 of the Listing Regulations, the Audit Committee of the Board as on March 31, 2024, 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 persons who are qualified to become Directors and reviews and recommends the remuneration and other employment terms and conditions of Directors and Senior Management.

In compliance with Section 178 of the Act read with rules made thereto and Regulation 19 of the Listing Regulations, the NRC of the Board as on March 31, 2024, 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 looks into various aspects of interests of shareholders and debenture holders including investors' grievances arising out of issues regarding share transfers, dividends, dematerialization and related matters, evaluating performance and service standards of the Registrar and Share Transfer Agent and takes requisite actions to redress the same.

In compliance with Section 178 of the Act read with rules made thereto and Regulation 20 of the Listing Regulations, the ‘Stakeholders Relationship Committee' of the Company as on March 31, 2024, 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 is responsible for formulation, recommendation of the CSR policy of the Company and monitoring of the CSR spent by the Company.

In compliance with Section 135 of the Act read with rules made thereto, the CSR Committee of the Board as on March 31, 2024, 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 Company's risk appetite, risk tolerance, risk assessments (risk identification, risk evaluation, risk management and mitigation) etc. including cyber security.

In compliance with Regulation 21 read with Part D of Schedule II of the Listing Regulations, the RMC of the Board as on March 31, 2024, comprised of 3 (Three) members with Mr. Susanta Kumar Panda, Independent Director, as its Chairman, Ms. Swetha Gopalan, Independent Director and Mr. Dinesh Kumar Garg, Executive Director – Finance & Chief Financial Officer, as its members. The Company Secretary acts as the Secretary of the Committee. After the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee.

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, 2024 and as on the date of this report, the Finance Sub-Committee comprised of Mr. Surender Singh, Non-Executive Non-Independent Director as its Chairman, Mr. Dinesh Kumar Garg, Executive Director – Finance

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

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

As on March 31, 2024, the Corporate Management Committee comprised of 3 (Three) members with Mr. Dinesh Kumar Garg, Executive Director – Finance & Chief Financial Officer as Chairman, Mr. Ranjit Srivastava, Company Secretary and Mr. Abhay Ojha, Chief Executive Officer as its members. Consequent to the cessation of Mr. Abhay Ojha as the Chief Executive Officer of the Company and appointment of Mr. Karan Abhishek Singh, as Chief Executive Officer of the Company, the Corporate Management Committee of the Company was reconstituted on August 7, 2024, wherein Mr. Karan Abhishek Singh, Chief Executive Officer of the Company, was inducted as a member of the said Committee. Accordingly, as on the date of this report, the Corporate Management Committee comprises of 3 (Three) members namely Mr. Dinesh Kumar Garg, Executive Director – Finance & Chief Financial Officer, Mr. Karan Abhishek Singh, Chief Executive Officer and Mr. Ranjit Srivastava, Company Secretary, as its members.

The Board of Directors had constituted a ‘Disciplinary Committee' for considering and finalizing the action(s) to be taken by the Company in case of any violation of Company's Insider Trading

Code read with SEBI (Prohibition of Insider Trading) Regulations, 2015 and the charter laid down by the Board.

As on March 31, 2024 and as on the date of this report, the Disciplinary Committee is comprised of Mr. Susanta Kumar Panda, Independent Director as a Chairman, Mr. Dinesh Kumar Garg, Executive Director – Finance & Chief Financial Officer and Mr. Ranjit Srivastava, Company Secretary of the Company as its members.

Upon the recommendation of the NRC, the Board approved the constitution of an ‘Executive Board' consisting of key business executives to strategize and drive the business operations of the Company in the current competitive environment as well as to draw synergies from various business functions of the Company. The Executive Board reports to the Board of the Company and makes periodic presentations on the business operations. The Executive Board is responsible for finalizing and implementing the Editorial, Marketing and Sales strategy and for driving synergies for the businesses. The Executive board periodically evaluates the policies of the Company, review any Legal issue / Litigation / Regulatory issue and is solely responsible for the business operations and Budget of the assigned function. As on the date of this report, the Executive Board comprises of Dr. Idris Memon Loya (Chief Executive Officer of Company's wholly owned subsidiary viz. Indiadotcom Digital Private Limited), Ms. Mona Jain, Chief Revenue Officer, Mr. Pankaj Rai, Chief Business Officer – WION and Zee Business and Mr. Rahul Sinha, Managing Editor – Zee News.

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

During the year, all the recommendations made by the Committees of the Board including the Audit Committee, which were mandatorily required, were accepted by the Board.

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Vigil Mechanism / Whistle Blower policy which provides a robust framework for dealing with genuine concerns & grievances. The policy provides access to Directors / Employees / Stakeholders of the Company to report concerns about unethical behavior, actual or suspected fraud of any Director and / or Employee of the Company or any violation of the Code of Conduct. The policy safeguards whistleblowers from reprisals or victimization, in line with the Regulations. Any incidents that are reported are investigated and suitable action is taken in line with the Policy. During the year under review, one case was reported under the Vigil Mechanism. The said complaint was duly investigated wherein it was revealed that the allegations were not substantiated and accordingly the complaint was closed during the year under review without any further action. The Whistle Blower Policy is available at the Investor Section on the website of the Company at viz. www.zeemedia.in

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

Your Company is required to maintain the Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Act read with applicable notifications thereto. Your board at its meeting held on May 29, 2024, 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 2024-25. The Company has been making and maintaining the Cost Accounts and Records, including for the Financial Year 2023-24, as required under applicable provisions. The Cost Auditors have issued their unqualified report for the Financial Year 2023-24, which has been taken on record by the Audit Committee / Board of the Company at its meeting held on August 7, 2024.

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 2024-25 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. CSR at Zee Media is all about creating sustainable programs that actively contribute to and support the social and economic development of society and participation in educational initiatives. The CSR projects are identified and recommended for consideration by CSR Committee and upon approval, the funds are remitted for utilization towards approved CSR Projects. The Committee monitors and reviews utilization of CSR funds.

A brief outline of the CSR Philosophy, salient features of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2023-24 together with progress thereon and the report on CSR activities in the prescribed format, as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, is appended to this Board Report. Further, the Chief Financial Officer confirms that the CSR spends are utilized for the purpose and in the manner approved by the Board of Directors of the Company.

The Company has a Corporate Social Responsibility (CSR) Policy in accordance with the provisions of the Act and Rules made there under. The contents of the CSR

Policy are disclosed on the website of the Company viz. www.zeemedia.in Details of the CSR Committee composition, role and meetings, etc. have been provided in the Report on Corporate Governance.

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 23^rd Annual General Meeting (‘AGM') of the Company held on September 30, 2022, for a second term of 5 (five) consecutive years. Accordingly, they shall hold office till the conclusion of the 28^th Annual General Meeting of the Company. The report of the Statutory Auditors forms part of the Annual Report. The said report is self-explanatory and does not contain any qualification, reservation, adverse remarks or disclaimer.

Secretarial Auditor: In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the Financial Year ended March 31, 2024, 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 2023-24 is appended to this Board Report. The said report does not contain any qualifications, reservations or adverse remarks or disclaimer.

Zee Akaash News Private Limited and Indiadotcom Digital Private Limited, the unlisted material subsidiaries (wholly owned) of your Company, had also appointed Ms. Neelam Gupta, Practicing Company Secretary (holding ICSI Certificate of Practice No. 6950), proprietor of Neelam Gupta & Associates, as its Secretarial Auditor to conduct the Secretarial Audit for the FY 2023-24 The said Audit has been conducted in accordance with Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made thereunder and in compliance to applicable regulatory provisions. The said Reports are also annexed to this Annual Report and does not contain any qualifications, reservations or adverse remarks.

Additionally, in compliance with the requirements of Regulation 24A(2) of Listing Regulations, the Annual Secretarial Compliance Report duly signed by Ms. Neelam Gupta, Practicing Company Secretary, proprietor of Neelam Gupta & Associates has been submitted to the Stock Exchanges within the prescribed timelines. The reports of Statutory Auditor and Secretarial Auditor forms part of this Annual report. The said report does not contain any qualifications, reservations or adverse remarks or disclaimer.

Further, the Board at its meeting held on May 24, 2024, had re-appointed Ms. Neelam Gupta, Practicing Company Secretary (holding ICSI Certificate of Practice No. 6950), proprietor of Neelam Gupta & Associates, as the Secretarial Auditor of the Company for the Financial Year 2024-25.

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 2023-24. The Cost Auditor have issued unqualified report for the Financial Year 2023-24, which has been taken on record by the Audit Committee and the Board of the Company at their meeting held on August 7, 2024.

Further, the Board, on the recommendation of Audit Committee, at its meeting held on May 24, 2024, 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 2024-25.

Requisite proposal seeking ratification of remuneration payable to the Cost Auditor for the Financial Year 2024-25 by the Members as per Section 148 read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of convening the Annual General Meeting.

Internal Auditor: The Board, on the recommendation of Audit Committee, appointed ‘SS Kothari Mehta & Company' as the Internal Auditor of the Company for FY 2023-24. At the beginning of each Financial Year, an audit plan is rolled out with approval by the Audit Committee. The said plan is devised in consultation with the Statutory Auditors. The plan is aimed at evaluating the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

The Board, on the recommendation of the Audit Committee, at its meetings held on May 24, 2024, approved the re-appointment of ‘SS Kothari Mehta & Company', as the Internal Auditor of the Company for the Financial Year 2024-25.

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

A detailed Business Responsibility and Sustainability Report for the Financial Year 2023-24, in terms of the provisions of Regulation 34 of the Listing Regulations forms part of the Annual Report.

The Management Discussion and Analysis report is separately attached hereto and forms an integral part of this Annual Report. The said report gives details of the overall industry structure, economic developments, performance and state of affairs of your Company's business and other material developments during the FY under review.

Your Company is inter-alia into the business of Broadcasting of News and Current Affairs Television

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

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

Foreign Exchange Earnings and Outgo: During the year under review, your Company had foreign exchange earnings of 21.73 Million and outgo of 130.46 Million.

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

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

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

Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, cooperation and support, have contributed to the business operations of the Company.

As on March 31, 2024, the total numbers of permanent employees of the Company were 1,774. The information required under the provisions of Section 197 of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with the statement showing names and other particulars of top 10 employees including employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report.

19. DISCLOSURES i. Particulars of loans, guarantees and investments: Particulars of loans, guarantees and investments made by the Company as required under Section 186(4) of the Act are given in Note No. 38 to the Standalone Financial Statements. ii. Transactions with Related Parties: In terms of the applicable statutory provisions, the related party transactions are placed before the Audit Committee for its approval and statements of all related party transactions are placed before the Audit Committee for its review on a quarterly and yearly basis, specifying the nature, value and terms and conditions of the transactions along with arms-length justification. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's 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 Regulation 23 of the Listing Regulations and accordingly no transactions are required to be reported in Form AOC-2 as per Section 188 of the Act. iii. Risk Management: Your Company follows a comprehensive system of Risk Management. It has adopted a policy and procedure for rapid identification, definition of risk mitigation plans and execution. Your Company has defined operational processes to ensure that risks are identified and the operating management is responsible for reviewing, identifying and implementing mitigation plans for operational and process risk. Key strategic and business risks are identified, reviewed and managed by senior management team. The Risks and their mitigation plans are updated and reviewed periodically by the Audit Committee / risk Management Committee and are integrated in the Business plan for each year. The details of Constitution, scope and meetings of the Risk Management Committee forms part of the Corporate Governance Report. In the opinion of the Board there are no risks that may threaten the existence of the Company. iv. Internal Financial Controls and their Adequacy: Your company has an effective internal control and risk mitigation system, which is constantly assessed and strengthened with standard operating procedures and which ensures that all the assets of the Company are safeguarded & protected against any loss, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records, timely preparation of reliable financial information and that all transactions are properly authorized and recorded. The Company has laid down procedures to inform audit committee and board about the risk assessment and mitigation procedures, to ensure that the management controls risk through means of a properly defined framework. The Audit Committee evaluates the internal financial control system periodically and deals with accounting matters, financial reporting and periodically reviews the Risk Management Process.

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

v. Deposits: Your Company has not accepted any public deposit under Chapter V of the Act. vi. Transfer to Investor Education and Protection Fund: The Company has transferred the unpaid or unclaimed dividends declared for the financial years 2015-16, to the Investor Education and Protection Fund (‘IEPF') established by the Central Government. Details of dividends so far transferred to the IEPF Authority are available on the website of IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.

Further, the related shares with respect to above unclaimed dividend were also duly transferred to the IEPF Authority in the Financial Year 2023-24. Details of shares so far transferred to the IEPF Authority are available on the website of the Company and can be accessed through the link: 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 concerned shareholders 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, 2024, 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 2023-24, the Executive Director of the Company did not receive any remuneration or commission from the Company's subsidiary company. ix. Sexual Harassment: Your Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Additionally, your Company has constituted Internal Complaints Committee functioning at various locations to redress complaints regarding sexual harassment. Seven complaints were received during the year under review and the said Complaints were placed before the Internal Complaints Committee. The required process to be undertaken by the Committee has been concluded and no complaints are pending as on March 31, 2024. x. Secretarial Standards: Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by MCA. xi. Extract of Annual Return: The Annual return in form MGT-7 as required under Section 92 of the Act read with Companies (Management & Administration) Rules, 2014, is provided at the Investor Section on the website of the Company at www.zeemedia.in xii. Compliance with Up-linking and Downlinking Guidelines: The ‘Up-linking and Downlinking Guidelines of Satellite Television Channels' notified by the Ministry of Information & Broadcasting on November 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. xiii. Regulatory Orders: During the Financial Year 2023-24, 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.

Pursuant to the requirement under Section 134 of the Act (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), in relation to the Annual Financial Statements for the Financial Year 2023-24, 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, 2024 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, 2024 and of the Loss of the Company for the year ended on that date; d) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; e) Requisite internal financial controls are laid down and that such financial controls are adequate and operating effectively; and f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

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

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

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 Company's 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 Company's 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 Company's 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.

Part C – Joint Ventures – Nil Notes:

The Company had incorporated a Wholly Owned Subsidiary Company viz. ‘Zee Media Americas LLC' on February 27, 2023, in the United States of America, wherein pending approvals, no investment was made by the Company. Further, the Board at its meeting held on October 31, 2023, approved closure / striking off of the said entity and accordingly necessary adjustments were made in the financial statements. The said entity was duly closed on December 30, 2023.

The Company had incorporated a Wholly Owned Subsidiary Company viz. ‘Zee Media Inc' on April 4, 2024, in the State of

Delaware, United States of America with an initial capital of USD 5000. Pending requisite approvals, no investment has been made by the Company as on date of this form.

The Board of Directors of the Company at its meeting held on February 12, 2024, approved incorporation of a Wholly Owned

Subsidiary Company in India with an initial share capital of Rs. 100,000/- to carry on the business of mainstream media, through Hyper Local App, which will be intelligently driven by Al. The incorporation of the said subsidiary company is pending as on date of this statement.

1. Brief outline on CSR Policy of the Company

Pursuant to Section 135 of the Companies Act, 2013, your Company has a CSR Policy (‘CSR Policy') which has been approved by the Board upon recommendation of the Corporate Social Responsibility (‘CSR') Committee. The CSR Policy primarily focuses on Education, Environment, Healthcare, Women Empowerment, Sports etc. Besides these focus areas, the CSR Policy also allows the Company to undertake such other CSR activities, as listed in Schedule VII of the Companies Act, 2013, as amended from time to time. The Company undertakes its CSR activities through implementing agency (ies). The projects undertaken are within the broad framework of Schedule VII of the Companies Act, 2013 and CSR Policy of the Company. Details of the CSR policy and projects or programs undertaken by the Company are available on link viz. https://zeemedia.in/investorinfo?q=corporateGovernance

2. Composition of CSR Committee: As on March 31, 2024, the CSR Committee of the Board of Directors comprises of the following Directors:

3. Web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company: Composition of CSR committee: https://zeemedia.in/investorinfo?q=3 CSR policy & CSR Projects: https://zeemedia.in/investorinfo?q=corporateGovernance

4. Executive summary along with Web Link of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014, if applicable:

Your Company does not fall under the criteria of Impact assessment as per sub-rule (3) of rule 8 of the CSR Rules.

5. (a) Average net profit of the Company as per Section 135(5): The Company had incurred loss during the applicable year (b) Two percent of average net profit of the Company as per section 135(5): Not Applicable ( c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL

(d) Amount required to be set off for the financial year, if any: NIL (e) Total CSR obligation for the financial year (5b+5c-5d): NIL

6. (a) Amount spent on CSR projects (both ongoing project and other than Ongoing Project): NIL (b) Amount spent in administrative overheads: NIL

(c) Amount Spent on Impact Assessment, if applicable: NIL (d) Total amount spent for the Financial Year [6(a)+6(b)+6(c)]: NIL (e) CSR amount spent or unspent for the financial year:

(f) Excess amount for set off, if any:

7. (a) Details of Unspent Corporate Social Responsibility amount for the preceding three financial years:

* Was fully spent during FY 2023-24.