During the year under review, there was no change in the
nature of business of the Company Except as disclosed
elsewhere in this Report and the financial statements, no
material changes or commitments affecting the financial
position of the Company occurred after the closure of
the financial year till the date of this report.

2. CONSOLIDATED FINANCIAL STATEMENT

I n 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 the
applicable Accounting Standards, the audited
consolidated financial statements of the Company for
the financial year 2025-26 together with the Auditors’
Report thereon forms part of this Annual Report.

3. DIVIDEND

Your Board in its meeting held on May 19,
2026, has recommended a final dividend of
' 2/- per equity share of the face value of ' 1/- each for
the financial year ended March 31, 2026, subject to the
approval of the Members of the Company at the ensuing
Annual General Meeting ('AGM’).

The final dividend, if approved by the Members, shall
be paid to those Members whose names appear in
the Register of Members of the Company and/or the
records of the depositories as beneficial owners of the
equity shares of the Company as on the record date, i.e.,
Thursday, September 10, 2026.

The expected outflow on account of final dividend,
based on existing paid-up equity share capital of the
Company, would aggregate to ' 1921.04 million.

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

Transfer to Reserves

The Board does not propose to transfer any amount to
the General Reserve for the financial year 2025-26. The
closing balance of the retained earnings of the Company
for the financial year 2025-26, after all appropriations
and adjustments was ' 78,711 million.

4. BUSINESS OVERVIEW

As per the EY-FICCI report published in March 2026,
the Media & Entertainment (M&E) sector grew by 9% in
2025, largely driven by digital media, which expanded by
30%.

The Digital Media segment witnessed strong growth of
30%, becoming the largest segment within the Media
& Entertainment industry. This growth was led by rapid
expansion in both advertising and subscription revenues.
Digital advertising grew by 26% to ' 947 billion, driven
by the continued shift of ad spend from traditional
media, strong traction in Q-Commerce & other digital
advertising, and increasing contribution from SMEs
and long-tail advertisers. Further, digital subscription
revenues increased by 60% to ' 163 billion, supported
by premium content behind paywalls, strong growth in
OTT video subscriptions, and improving monetisation
in music streaming. The segment also benefited
from increasing smartphone penetration, growth in
Connected TV households, and higher consumption of
regional and short-form content.

I n contrast, the Linear TV industry revenue declined by
9% due to decline in TV advertising, driven by reduced ad
volumes, reallocation of budgets towards Q-Commerce
& other digital advertising, and the impact of the ban
on real money gaming on sports advertising. Linear TV
advertising was also affected by a slowdown in FMCG ad
spending. Subscription revenue declined by 8% due to a
reduction in Pay TV households, partially offset by price
increases.

In FY26, your Company’s operating revenue declined
by 2% year-over-year (YoY). Advertising revenues
declined to ' 32,243 million, reflecting the slow recovery
in consumption demand particularly among FMCG
companies, and a shift in advertising spend towards
digital platforms, especially Q-commerce. Further the
advertising revenue was also impacted by the middle
east crisis started in Feb’26.

Subscription revenues increased by 4% YoY to ' 40,796
million, led by growth in digital subscription revenues,
particularly in ZEE5 and Music. Additionally, Other Sales
and Services increased by 2%, driven by syndication
deals and performance of movie content.

Your Company’s digital business, including ZEE5, has
grown at a Compounded Annual Growth Rate (CAGR) of
27% since FY24, reaching ' 14,888 million. This growth
has been driven by an enhanced content offering
across seven languages and a revised pricing strategy,
resulting in improved performance, enhanced viewing
experience, and increased value delivered to viewers.
ZEE5 significantly expanded its digital offerings, releasing

over 120 shows and movies, including 34 originals. ZEE5
continues to be one of the top-rated OTT platform
applications across both iOS and Android platforms.

FY26 also marked the first year in which your Company’s
digital business delivered a positive EBITDA on a
comparable basis, in line with the guidance provided
at the beginning of the year. The Company remains
focused on maintaining a balanced cost structure and
driving returns on investment to support long-term
growth.

The micro-drama app, Bullet, continues to gain traction
with its differentiated model of gamifying the viewing
experience and engaging users through short-form
content.

Your company in November 2025 forayed in the kids
entertainment genre, by launching KidZ on its digital
platform - Zee 5. KidZ will feature engaging content
offerings that aim to educate and entertain the young
and budding viewers. And provide kids, safe content.

I n the domestic broadcasting business, your Company
continues to be among India’s leading television
networks, with 852 million viewers tuning into the 'Z’
network during the year. The gap with the leading
network stands at only 2%, despite 'Z’ operating nearly
half the number of channels. Further, as part of the
Company’s omnichannel strategy, monthly unique reach
has crossed 800 million across platforms.

The 'Z’ network’s linear viewership share grew by 60
basis points to reach a six-year high of 17.4% in FY26.
This growth was supported by the return of Anmol TV
to Free Dish and strong performance from key pay GEC
channels such as Zee TV, Zee Telugu, Zee Marathi, and
Zee Tamil.

In the international broadcasting business, the portfolio
consists of over 40 dedicated channels and more than
75 pass-through channels, covering over 120 countries.
The business has adopted a strategy of taking Indian
content to global audiences by broadcasting content
produced by the parent network in India. Your Company
is a pioneer in the M&E industry in implementing this
model. Additionally, the Company produces local
language content in select international markets.

Under Other Sales and Services, Zee Studios released 20
films during the year. The Company also strengthened its
syndication initiatives across platforms and geographies,
achieving an all-time high in syndication revenue.

Zee Music Company (ZMC), your Company’s music
publishing label, has built a strong presence with over

~176 million subscribers on YouTube in India. With an
expansive catalogue of music rights across languages,
ZMC has emerged as the second-most-listened-to
Indian music label within a short period. Its catalogue
comprises over 20,000 songs across more than 20
languages.

During the year, your Company also made strategic
investments across emerging segments, including kids,
sports, live events, and micro-drama. Additionally, the
Company invested ' 1,160 million in Phantom Digital
Effects Limited, a global VFX company. This investment
is aimed at strengthening the Company’s capabilities in
the AVGC segment and enabling the creation of more
immersive content across platforms.

In June’26 the Company secured the exclusive rights to
broadcast, stream and distribute a portfolio of 39 FIFA
competitions in India from 2026 to 2034. The company
also launched 4 sports channel "Unite8" along with the
acquisition of FIFA rights.

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 March 31, 2026, the paid-up equity share capital
of the Company was ' 960,519,420 comprising of
960,519,420 equity shares of '1 each.

As on March 31, 2026, the shareholding of the promoter
and promoter group in the Company was 3.99%.

6. FOREIGN CURRENCY CONVERTIBLE BONDS

The Company had entered into a Subscription
Agreement dated July 16, 2024 with St. John’s Wood
Fund Limited, Resonance Opportunities Fund and Ebisu
Global Opportunities Fund Limited ('collectively, the
'Bond Holders’) for the issuance, on private-placement
basis, of 5% coupon, unsecured, unlisted, Foreign
Currency Convertible Bonds ('FCCBs’) aggregating up to
USD 239 million and maturing in 10 years. Pursuant to
the Agreement, the Company issued the first tranche
of FCCBs aggregating to USD 23.9 million on August 12,
2024.

During the year under review on account of, inter-alia,
the prevailing geopolitical situation and consequent
capital allocation strategy, the aforesaid Bond Holders
requested the Company for redemption of the
outstanding FCCBs held by them amounting to USD
23.9 million along with interest thereon and cancellation
of the unutilized commitment of USD 215.1 million. The
Board considered the requests and considering its
positive impact on treasury, accorded its approval
subject to regulatory and contractual requirements.

The Company had applied to the Reserve Bank of
India ('RBI’) seeking approval for the redemption of its
outstanding FCCBs aggregating to USD 23.9 million
and cancellation of the unutilized FCCB commitment
amounting to USD 215.1 million. Pursuant to the approval
received from RBI on July 13, 2026, the Company
redeemed the outstanding FCCBs, together with
accrued interest thereon, on July 18, 2026, and the
unutilized FCCB commitment of USD 215.10 million was
cancelled thereafter.

7. PREFERENTIAL ISSUE OF FULLY CONVERTIBLE
WARRANTS TO PROMOTER GROUP ENTITIES

The Company operates in a dynamic and highly
competitive environment and, accordingly, seeks
to strengthen its growth trajectory and longterm
profitability by creating a strategic capital reserve. It
was proposed to raise and utilize capital for supporting
its business expansion through organic and inorganic
growth initiatives, including investments in new and
existing business segments, enhancement of operational
and technological capabilities, evaluation of strategic
acquisitions in the entertainment, content, and related
sectors, and for general corporate purposes, with
the objective of strengthening its longterm business
prospects.

Accordingly, the Board of Directors of the Company,
at its meeting held on June 16, 2025, approved a
preferential issue of up to 16,95,03,400 warrants at
' 132 per warrant, aggregating up to ' 2237,44,48,800,
to Sunbright Mauritius Investments Limited and Altilis
Technologies Private Limited (members of the Promoter
Group), subject to approval of Members and other
necessary approvals. The Company convened an
Extraordinary General Meeting (EGM) to seek Members’
approval. The special resolution placed before the
Members for approving the proposed issue did not
receive the requisite majority and, accordingly, the
proposed issue was not implemented.

Based on implementation of various strategic initiatives,
including FIFA, the Board of Directors of the Company, at
its meeting held on July 1, 2026, approved the issuance
of up to 24,94,85,563 fully convertible warrants on a
preferential basis to Sunbright Mauritius Investments
Limited, a Promoter Group entity, at an issue price of
' 126 per warrant, aggregating up to ' 31,43,51,80,938/-
(Rupees Three Thousand One Hundred Forty-Three
Crores Fifty One Lakhs Eighty Thousand Nine Hundred
Thirty Eight Only) ('Total Issue Size’), in accordance
with the applicable provisions of the Companies
Act, 2013, the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, and other applicable
laws and regulations. The said proposal was approved
by the Members of the Company at the Extraordinary

General Meeting held on July 31, 2026. The warrants are
convertible into an equivalent number of fully paid-up
equity shares of face value ' 1 each at a premium of
' 125 per share, subject to the terms and conditions of
the issue and applicable regulatory requirements.

SEBI issued a Show Cause Notice ('SCN’) dated August
07, 2025, to the Company and its Key Managerial
Personnel ('KMP’), inter-alia in relation to certain
violations of SEBI Regulations. SEBI passed its final order
dated July 31, 2026, which was sent and received by the
Company/KMP on August 1, 2026, imposing monetary
penalties and debarment from accessing the securities
market. The Company and KMP have challenged SEBI’s
order before the appellate authority and the matter is
presently sub-judice.

8. ZEE ENTERTAINMENT ENTERPRISES LIMITED
- 'TRULY YOURS' - EMPLOYEE STOCK OPTION
PLAN (ESOP PLAN)

The Board of Directors, at its meeting held on July 1,
2026, approved the introduction and implementation
of the 'Zee Entertainment Enterprises Limited - 'Truly
Yours’ - Employee Stock Option Plan’ ("ESOP Plan"),
which was subsequently approved by the Members at
the Extraordinary General Meeting held on July 31, 2026.
The Members also approved the extension of the ESOP
Plan to eligible employees of the subsidiary companies
of the Company in India and outside India. The ESOP
Plan provides for the grant of up to 3,74,22,835 employee
stock options, with each option being exercisable into
one equity share of face value ' 1 each, in accordance
with the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 and other applicable
laws. The ESOP Plan is aimed at attracting, retaining and
motivating employees while aligning their interests with
the long-term growth objectives of the Company.

9. CREDIT RATING

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

10. SUBSIDIARIES, ASSOCIATES & JOINT
VENTURES

As on March 31, 2026, your Company had 22 (twenty-
two) subsidiaries comprising of 7 (seven) domestic direct
subsidiaries and 15 (fifteen) overseas direct/stepdown
subsidiaries and 1 (one) Joint Venture Company. Further,
the Company had no Associate Company as on March
31, 2026.

During the year under review:

• ZBullet Enterprises Limited, subsidiary company of
the Company was incorporated on June 12, 2025;

• Rotate OneTouch Limited [formerly known as
Advance Media Distribution Limited (name
change effective August 20, 2025)], wholly-owned
subsidiary of the Company was incorporated on
June 28, 2025;

• ZI-IPR Enterprises Limited, wholly-owned
subsidiary of the Company was incorporated on
October 1, 2025; and

• Margo Networks Private Limited became a wholly-
owned subsidiary of the Company pursuant to the
acquisition of remaining 10% equity stake from its
erstwhile shareholders under a Share Purchase
Agreement ('SPA’) executed on December 31, 2025

Apart from the changes stated above, there was no other
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 and the Company’s Policy for
Determining Material Subsidiaries, the Company did not
have any Material Subsidiary during the financial year
2025-26.

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/
Policv-on-material-subsidiarv.pdf.

I n compliance with Section 129 of the Act read with
relevant rules, 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.

I n accordance with Section 136 of the Act, the Audited
Standalone and Consolidated Financial Statements
of the Company, together with the relevant document
and the financial statements of each of the subsidiary
companies are available on the website of the Company
athttps://www.zee.com/investors/investor-financials/

1. NEW BUSINESS INITIATIVES

• Investment up to ' 50 Crores by way of
Optionally Convertible Debentures in ZBullet
Enterprises Limited, a subsidiary of the
Company

The Company with the objective of leveraging
the growing consumption of digital shortform

video content in India, undertook an initiative to
develop a dedicated shortform content vertical
focused on serialized fiction microdramas through
a proprietary digital platform. In furtherance of this
strategy, ZBullet Enterprises Limited ('ZBullet’) was
incorporated on June 12, 2025. During the initial
phase of development of the "Bullet" app, the
Company provided operational support, with all
related costs and collections being recoverable or
reimbursed by ZBullet on an actual basis. Further,
in order to meet its ongoing business requirements
and to defray the expenditure incurred and support
provided by the Company, ZBullet raised funds by
issuing Optionally Convertible Debentures ('OCDs’)
to the Company.

Accordingly, the Board of Directors of the Company,
at its meeting held on August 14, 2025, approved
an investment of up to ' 50 crore, in one or more
tranches, in the OCDs of ZBullet . Pursuant to the
said approval, the Company was allotted 5,000
OCDs of face value ' 1,00,000/- each representing
a total investment of ' 50 crore during the financial
year.

Subsequent to the close of the financial year, the
Board, at its meeting held on May 19, 2026, approved
an additional investment of up to ' 100 crore in the
OCDs of ZBullet, in one or more tranches, to meet
its ongoing business requirements and general
administrative purposes.

• Investment up to ' 40 Crores by way of
Optionally Convertible Debentures in
Rotate OneTouch Limited (formerly known
as Advance Media Distribution Limited), a
wholly-owned subsidiary of the Company
Pursuant to the Company’s strategic focus on
contentled broadband distribution integrated with
OTT and linear television services, Rotate OneTouch
Limited (formerly known as Advance Media
Distribution Limited) ("Rotate OneTouch") was
incorporated on June 28, 2025, as a wholly owned
subsidiary of the Company. Rotate OneTouch was
incorporated to facilitate enable broadbandled
distribution and enable local cable operators to
function as broadband agents.

Further, to meet the capex and working capital
requirement, Rotate OneTouch Limited raised
funds by issuing Optionally Convertible Debentures
(OCDs) to the Company.

Accordingly, the Board of Directors of the Company,
at its meeting held on August 14, 2025, approved
an investment of up to ' 40 crore in one or more

tranches in OCDs of Rotate OneTouch Limited.
Pursuant to the said approval, the Company
was allotted 2000 OCDs on August 18, 2025, of
face value ' 1,00,000/- each representing a total
investment of ' 20 crore.

• Restructuring and Reorganisation of Syndication
Business

The Company evaluated the restructuring and
reorganising of its syndication business as a distinct
vertical to strengthen external monetisation of its
content library beyond broadcasting and digital
platforms through a focused operating structure.
Accordingly, the Board of Directors, at its meeting
held on March 26, 2026, approved the following:

o The sale and transfer of the Company’s
business of syndicating / licensing content
together with all assets, liabilities, and all
commercial and other rights forming part of
the Business to its wholly owned subsidiary,
ZI-IPR Enterprises Limited ("ZI-IPR"), by way
of slump sale on a going concern basis. The
slump sale was executed for a lump sum
consideration at book value (as at date of
transfer i.e. opening business hours of April 1,
2026).

0 I nvestment up to ' 500 Crore (Five Hundred
Crores) in the Optionally Convertible
Debentures ("OCDs") and ' 5 Crores (Five
Crores) in the equity share capital of ZI-IPR
Enterprises Limited, Wholly Owned Subsidiary
of the Company in one of more tranches and
to discharge the slump sale consideration.

• Launch of 'KidZ'

During the year, the Company forayed in the kids
entertainment genre, by launching KidZ on its
digital platform - Zee 5. KidZ will feature engaging
content offerings that aim to educate and entertain
the young and budding viewers. The Company
has partnered with leading content creators and
aggregators from India and across the globe, to
present entertaining, safe and educative content
for children, through a dedicated profile on Zee 5
available across devices.

• Launch of 'Unite8 Sports' and Acquisition of
FIFA Media Rights

1 n line with the Company’s strategy to strengthen
its presence in the sports broadcasting segment
and expand its content portfolio, the Company
launched four dedicated sports channels -Unite8
Sports 1, Unite8 Sports 1 HD, Unite8 Sports 2 and
Unite8 Sports 2 HD. UNITE8 Sports 1 and UNITE8

Sports 1 HD offer Hindi-language coverage, while
UNITE8 Sports 2 and UNITE8 Sports 2 HD offer
English-language coverage.

The channels offer sporting content across
football, kabaddi, cricket, badminton, wrestling,
boxing and combat sports amongst others.
The initiative is intended to expand audience
engagement, strengthen the Company’s presence
in the sports-broadcasting ecosystem and create
additional opportunities for brand partnerships
and advertising-led growth.

Subsequent to the closure of the year under
review, the Company secured the exclusive rights
to broadcast, stream and distribute a portfolio of
39 FIFA competitions in India from 2026 to 2034,
including the FIFA World Cup 2026™, FIFA Women’s
World Cup 2027™ and FIFA World Cup 2030™. The
rights also encompass various men’s, women’s and
youth tournaments, as well as related documentary
content. The Company proposes to deliver
coverage of these events across its linear television
platforms, including UNITE8 Sports, and its digital
platform, ZEE5, in multiple languages. This strategic
acquisition is expected to significantly strengthen
the Company’s sports content portfolio, expand
audience reach and reinforce its position in the
sports broadcasting and digital entertainment
ecosystem.

12. RESTRUCTURING OF MARGO NETWORKS
PRIVATE LIMITED WITH ZEE STUDIOS LIMITED

The Board of Directors of the Company, at its meeting
held on March 26, 2026, reviewed the operations of
Margo Networks Private Limited ('Margo’), a wholly
owned subsidiary. Margo had remained non-operational
due to technological changes, covid, etc. Accordingly,
the Board considered the strike off or dissolution of
Margo.

Subsequently, the Board of Directors, at its meeting held
on May 19, 2026, approved the transfer of the Company’s
entire investment in the equity shares and Optionally
Convertible Debentures (OCDs) of Margo to Zee Studios
Limited, a wholly owned subsidiary of the Company,
for a total consideration of ' 2 lakh. The aforesaid
transfer was undertaken with a view to consolidating
Margo under Zee Studios Limited and evaluating its
subsequent merger with Zee Studios Limited, thereby
achieving administrative and commercial efficiencies
through consolidation within the Group structure.

13. STRATEGIC INVESTMENTS MADE IN OTHER
ENTITIES

• Ideabaaz Tech Private Limited (ITPL)

During the year, the Company forayed in the kids
entertainment genre, by launching KidZ on its
digital platform - Zee 5. KidZ will feature engaging
content offerings that aim to educate and entertain
the young and budding viewers. The Company
has partnered with leading content creators and
aggregators from India and across the globe, to
present entertaining, safe and educative content
for children, through a dedicated profile on Zee 5
available across devices.

• Culture of Real Experiences Private Limited
(CORE)

The Board of Directors of the Company at its meeting
held on March 26, 2026, approved investment of
up to ' 20.09 crores towards subscription and/or
acquisition of fully paid-up Equity Share Capital
of CORE in one or more tranches. Pursuant to
the said approval, subsequent to the close of the
financial year, the Company invested ' 10 crore
by subscribing to 5,555 compulsorily convertible
preference shares of CORE and acquired a 33.33%
stake in CORE on a fully diluted basis.

• Phantom Digital Effects Limited (PDEL)

During the year under review, the Board of Directors
of the Company at its meeting held on January 22,
2026, approved to grant Inter Corporate Deposit
(ICD) of ' 35 crores in PDEL.

Subsequent to closure of the financial year under review,
the Board of Directors of the Company at its meeting
held on April 17, 2026, approved investment up to
' 116 crores in the Compulsorily Convertible Debentures
(CCDs) of PDEL on preferential allotment basis, in
one of more tranches. Pursuant to the said approval,
the Company was allotted 54,08,481 CCDs on June
18, 2026 at an issue price of ' 213.93/- per CCD
comprising face value ' 10/- each and a premium of
' 203.93/- each aggregating to ' 115,70,36,340/- (Rupees
One Hundred Fifteen Crores Seventy Lakhs Thirty Six
Thousand Three Hundred and Forty Only).

14. ALLOTMENT OF EQUITY SHARES PURSUANT TO
CONVERSION OF OPTIONALLY CONVERTIBLE
DEBENTURES OF ZEE STUDIOS LIMITED

The Company had invested in 0% Optionally Convertible
Debentures ('OCDs’) of Zee Studios Limited ('ZSL’),
which were convertible into equity shares of ZSL, at the
option of the Company, in accordance with the terms of
their issue and at the prescribed premium.

I n order to facilitate the conversion of the OCDs and
consequent allotment of equity shares, the authorised
share capital of ZSL was increased from ' 75.10 Crores,
comprising 7.51 crore equity shares of ' 10/- each, to
' 95.10 Crores, comprising 9.51 crore equity shares of
' 10/- each.

Pursuant to the said conversion, the Company was
allotted 5,56,66,667 equity shares of ' 10/- each on
September 8, 2025 and 2,02,38,095 equity shares of '
10/- each on September 23, 2025, of ZSL in accordance
with the terms of conversion and applicable approvals.

15. FRAMEWORK ON EFFECTIVE COMMUNICATION
BETWEEN STATUTORY AUDITORS AND THOSE
CHARGED WITH GOVERNANCE (TCWG),
INCLUDING AUDIT COMMITTEE

National Financial Reporting Authority ('NFRA’) issued
Circular No. NF-25013/3/2025-NFRA dated January 7,
2026 on "Effective Communication Between Statutory
Auditors and Those Charged with Governance, Including
Audit Committees" ("NFRA Circular"). The NFRA Circular
reiterates the statutory requirements under the Act
and the Standards on Auditing (including SA 260
(Revised) and SA 265) and emphasises the need for an
appropriate framework for communication between the
statutory auditors and TCWG.

Accordingly, the Board of Directors of the Company at its
meeting held on March 26, 2026, approved "Framework/
Policy on Effective Communication between Statutory
Auditors and Those Charged with Governance (TCWG)
(including Audit Committee)" ("Framework").

Further, the Board of Directors of the Company, at the
said meeting, identified Mr. Uttam Prakash Agarwal -
Independent Director; Mr. R. Gopalan - Non-Executive
Non-Independent Director; Ms. Deepu Bansal -
Independent Director; Mr. Shishir Babubhai Desai -
Independent Director; and Dr. Venkata Ramana Murthy
Pinisetti - Independent Director as Those Charged with
Governance (TCWG) of the Company for the purpose of
statutory audit and governance oversight.

16. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the total CSR obligation
of the Company was ' 17,79,19,623 as per Section 135
of the Act. The Company spent an aggregate amount of
' 17,79,19,623 towards various CSR Projects, as detailed
in the Annual Report on CSR annexed to this report No
amount remained unspent in respect of any ongoing
project for FY 2025-26 and, accordingly, no amount was

required to be transferred to Unspent CSR Account,
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.

In 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 March 31, 2026 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 athttps://assets-
prod.zee.com/wp-content/uploads/2026/05/ZEE-CSR-
policy with AAP FY 26%201.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.

17. 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.

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
(Including Independent Director) & Senior Management,
Policy for Determining Material Subsidiary, Policy on
Preservation of Records, Policy for Determination of
Materiality of Events and Information, Policy on Fair
Disclosure of Unpublished Price Sensitive Information,
Corporate Social Responsibility Policy, Whistle Blower
& Vigil Mechanism Policy, Policy on Dealing with
Materiality of Related Party Transaction, Nomination and
Remuneration Policy, Treasury Management 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 athttps://www.zee.com/corporate-
governance/

In 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 athttps://assets-prod.zee.
com/wp-content/uploads/2026/08/Nomination &
Remuneration policy Full Aug26.pdf and there was no
change in the policy during the year under review.

18. 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 comprises
of 7 (seven) Directors including 2 (two) Non¬
Executive Non-Independent Director, and 5
(five) Independent Directors which includes two
Independent Woman Directors.

During the year under review:

a. Appointment of Mr. Saurav Adhikari (DIN:
08402010) as a Non - Executive Non -
Independent Director of the Company
effective from November 29, 2024, was
approved by the shareholders via postal
ballot on July 8, 2025;

b. Appointment of Ms. Divya Karani (DIN
01829747) as an Independent Director of the
Company for the first term of 3 consecutive
years effective from January 23, 2025, was
approved by the shareholders via postal
ballot on July 8, 2025 to January 22, 2028; and

c. Mr. R Gopalan (DIN 01624555) completed
his second term as an Independent Director
at the close of business on November 24,
2025. He was subsequently appointed as a
Non - Executive Non - Independent Director
of the Company with effect from November
25, 2025, and his appointment was approved
by the shareholders via postal ballot on
November 28, 2025.

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.

Subsequent to the close of the financial year, based
on the recommendation of the Nomination and
Remuneration Committee and after considering

the performance evaluation, knowledge, expertise,
experience, contribution and time commitment of
the respective Independent Directors, the Board,
at its meeting held on August 10, 2026, approved
and recommended to the Members the re¬
appointment of:

• Ms. Deepu Bansal as an Independent Director
for a second term of five consecutive years
from October 13, 2026, to October 12, 2031
(both days inclusive); and

• Mr. Uttam Prakash Agarwal, Dr. Venkata
Ramana Murthy Pinisetti and Mr. Shishir
Babubhai Desai as Independent Directors
for their respective second terms of five
consecutive years from December 17, 2026,
to December 16, 2031 (both days inclusive).

The aforesaid reappointments are subject to
the approval of the Members by way of special
resolutions at the ensuing AGM.

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. 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 2025-26, the Board of
Directors met 12 (twelve) times. The details of the
meetings of the Board of Directors of the Company
convened and attended by the Directors during the
financial year 2025-26 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.

II. Key Managerial Personnel

Key Managerial Personnel of the Company as on
March 31, 2026 comprised of Mr. Punit Goenka,
Chief Executive Officer, Mr. Mukund Galgali, Chief
Financial Officer & Deputy Chief Executive Officer
and Mr. Ashish Agarwal, Company Secretary.

19. 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 2025-26. 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.

20. 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 athttps://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.

21. 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 such remuneration as may be determined by
the Board of Directors of the Company in addition to
the reimbursement of out of pocket expenses as may
be incurred by them during the course of the Audit.

The Statutory Auditors 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 2025-26.
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 March 31, 2026.
The unqualified Secretarial Audit report is annexed
to this Annual Report as Annexure - C. Further, the
Members, at the 43^rd Annual General Meeting, approved

the appointment of M/s. Vinod Kothari & Company as
the Secretarial Auditor of the Company for a term of five
consecutive financial years commencing from FY 2025¬
26 and ending with FY 2029-30.

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 March 31, 2026, was filed with
the stock exchanges.

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 2026-27.
The requisite proposal for ratification of remuneration
payable to the Cost Auditor for the financial year 2026¬
27 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 2025-26
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.

22. HUMAN RESOURCES & PARTICULARS OF
EMPLOYEES

FY 2025-26 was a year of transformation and strategic
evolution for 'Z’, as the Company continued to strengthen
its position as a future-ready Content and Technology
enterprise. Our people remained at the centre of this
journey, demonstrating resilience, agility, and a strong
commitment to delivering business outcomes amidst a
dynamic operating environment.

During the year, we focused on building a leaner and
more agile organization through structural realignment,
enhanced collaboration, and expanded responsibilities
across teams. As the Company advanced its strategic
priorities and incubated new business initiatives,
employees embraced broader roles and contributed
significantly towards driving innovation, operational
excellence, and growth.

We remained committed to nurturing talent from
within by creating opportunities for internal mobility,
career progression, and leadership development. This
approach enabled us to leverage institutional knowledge,
strengthen succession pipelines, and build a culture of
ownership and accountability across the organization.

Our focus on performance excellence was further
reinforced through market-aligned compensation
practices, strengthened talent management processes,
and a continued emphasis on recognizing contribution,
capability, and impact. These initiatives support our
objective of attracting, retaining, and motivating
high-performing talent in an increasingly competitive
environment.

As we look ahead, we remain committed to building
a high-performance, future-ready workforce that
combines creativity, entrepreneurial thinking, and
execution excellence. By empowering our people to lead
change, embrace new opportunities, and contribute
beyond traditional boundaries, we are creating a resilient
organization equipped to deliver sustainable value and
long-term growth.

During the year the Company introduced 'Zee
Entertainment Enterprises Limited - 'Truly Yours’ -
Employee Stock Option Plan’ ("ESOP Plan"), for its
employees and eligible employees of the subsidiary
companies of the Company in India and outside India,
in accordance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 and other
applicable laws. The ESOP Plan is aimed at attracting,
retaining and motivating employees while aligning their
interests with the long-term growth objectives of the
Company.

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.

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

The Company is engaged in the business of Broadcasting
of General Entertainment Television Channels and
extensively uses world-class technology in its Broadcast
Operations. Since the Company is not engaged in any
manufacturing activity, certain particulars related to
conservation of energy and technology absorption
prescribed under Section 134(3)(m) of the Act, read
with Rule 8(3) of the Companies (Accounts) Rules, 2014,
are not applicable. The relevant information is provided
below:

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.

I ntelligence, 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 2025-26, the Company had Foreign Exchange
earnings of ' 5,443 million and outgo of ' 1,796 million.

24. 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 year under review 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 2025-26, 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 Regulation
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 risks are identified and
managed by senior management team with active
participation of the Risk Management Committee.
The risks that matter and their mitigation plans
are updated and reviewed periodically by the
Risk Management Committee of your Board
and integrated into the Business plan for each
year. Further, subsequent to implementation of
stringent policies on content advances as per the

Risk Management Committee directives which
include parameters like milestone-based advances
etc., the committee also regularly monitors the
adherence of the policy to ensure the level of
advances commensurate with the operations of
the Company. 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, currently, there are
no risks that may threaten the existence of the
Company.

iv. Vigil Mechanism: The Company has adopted a
Whistle Blower and Vigil Mechanism Policy and
has established the necessary vigil mechanism
for directors and employees, in confirmation
with Section 177(9) of the Act and Regulation 22
of Listing Regulations, to report concerns about
unethical behaviour. The details of the policy have
been disclosed in the Corporate Governance
Report, which forms part of this Annual
Report and is also available on website of the
company athttps://assets.zee.com/wp-content/
uploads/2021/07/13170747/Whistle-Blower-n-
Vigil-Mechanism-policy-updated.pdf.

v. Internal Financial Controls and their adequacy:

Your Company has adequate internal financial
controls and processes for orderly and efficient
conduct of the business including safeguarding
of assets, prevention and detection of frauds and
errors, ensuring accuracy and completeness of the
accounting records and the timely preparation of
reliable financial information. The Audit Committee
periodically evaluates the internal financial control
system and, at the end of each financial year,
provides guidance for strengthening such controls
wherever necessary. During the year under review,
no fraud was reported by the Auditors to the Audit
Committee or the Board.

vi. Compliance with Secretarial Standards: Your
Company has complied with the applicable
Secretarial Standards, issued by the Institute of
Company Secretaries of India, relating to Board
Meetings and General Meetings.

vii. Deposits & Unclaimed Dividend/Shares: Your
Company has not accepted any public deposit
as defined under Chapter V of the Act. Further,
there were no deposits that remained unpaid or
unclaimed at the end of the financial year under
review. Accordingly, there has been no default in
repayment of deposits or payment of interest
thereon in the financial year. The Company also
confirms that there are no deposits which are
not in compliance with the requirements under
Chapter V of the Act.

During the year under review, in terms of the
applicable provisions of the Act read with
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016 as amended from time to time ('IEPF Rules’),
unclaimed dividend for the financial year 2017-18
aggregating to ' 6.03 million was transferred to the
Investors Education and Protection Fund.

Further, during the year under review, in compliance
with the requirements of IEPF Rules, your Company
transferred 2,27,859 Unclaimed Equity Shares of ' 1
each to the beneficiary account of IEPF Authority.

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 FY2025-
26, an aggregate of 3,414 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 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 athttps://www.zee.com/
corporate-governance/.

ix. Sexual Harassment: Your Company is committed
to provide a safe, secure, and conducive work
environment for all its employees, including
permanent, contractual, temporary staff,
and trainees, and maintains zero tolerance
towards sexual harassment at the workplace.
In accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules
framed thereunder, the Company has adopted
a comprehensive Policy on the prevention,
prohibition, and redressal of sexual harassment at
the workplace.

I nternal Committees (ICs) have been constituted
across various locations of the Company, including
the Bullet, ROTL, and Syndication businesses, to
address and redress complaints relating to sexual
harassment in a timely and effective manner.
Additionally, a dedicated email ID —posh@zee.
com— has been created to enable employees to

directly reach out to the POSH Chairperson and
the Internal Committee.

To strengthen awareness and reinforce appropriate
workplace behaviour, the Company conducted

POSH Theatrical Workshops across all offices. This
initiative was designed to make POSH awareness
sessions more engaging and relatable. Each session
followed a 90-minute format with dramatized
role-plays depicting workplace scenarios,
followed by structured debrief discussions linking
each enactment to the POSH policy, reporting
mechanisms, expected standards of conduct
and our POSH policy. Approximately 30 sessions
were conducted, covering employees across all
locations of the organization.

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: During the year under review,
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.

Subsequent to the close of financial year, SEBI
issued a Show Cause Notice ('SCN’) dated August
07, 2025, to the Company and its Key Managerial
Personnel ('KMP’), inter-alia in relation to certain
violations of SEBI Regulations. SEBI passed its final
order dated July 31, 2026, which was sent and
received by the Company/KMP on August 1, 2026,
imposing monetary penalties and debarment from
accessing the securities market. The Company
and KMP have challenged SEBI’s order before the
appellate authority and the matter is presently
sub-judice."

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’) had filed an application
for initiation of CIRP against the Company before
Hon’ble NCLT claiming debt and default of ' 149.6
crore. The Company filed an application before the
Hon’ble NCLT under Section 10A of the IBC seeking
dismissal of IDBI Bank’s application. The NCLT, vide
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 IBC and it is not in accordance with
the intent and purport of IBC. An appeal filed by
IDBI Bank before Hon’ble NCLAT challenging the
said order was dismissed vide order dated April 7,
2025.

Later, in September 2025 an application was filed
by IDBI Bank under Section 7 of the IBC, claiming
to be a Financial Creditor, before the Hon’ble NCLT,
Mumbai Bench for initiation of CIRP against the
Company, claiming a purported default of approx.
' 225 crore. The Company has filed its detailed
reply seeking dismissal of IDBI’s petition.

xii. During the year under review, the Company did not
enter into any one-time settlement with any bank
or financial institution. Accordingly, the disclosure
relating to differences between the valuation
undertaken at the time of a one-time settlement
and the valuation undertaken while obtaining loans
from banks or financial institutions is not applicable.

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

25. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Act, in relation to the

annual accounts for the financial year 2025-26, your

Directors confirm that:

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

b) in the preparation of the annual accounts, the
applicable accounting standards had been
followed and there are 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 March 31, 2026, 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.

26. ACKNOWLEDGEMENTS

Our Directors acknowledge with appreciation the
commitment, dedication and collective efforts of
the employees of the Company during the year. Their
contribution has been instrumental in supporting the
Company’s operations and advancing its strategic
objectives in an evolving business environment. Your
Directors also convey their sincere appreciation to