The Board of Directors of Zee Media Corporation Limited
('ZMCL or 'Company') take pleasure in presenting the Twenty
Sixth (26^th) Annual Report of the Company, on the business
and operations of the Company, together with Annual Audited
Standalone and Consolidated Financial Statements and the

Auditor's Report thereon, for the Financial Year ended March
31, 2025.

1. FINANCIAL HIGHLIGHTS

A summary of the financial performance of the Company
for the Financial Year ended March 31, 2025, is as below:

There are no material changes and commitments that
occurred after the close of the financial year till the date
of this report which affects the financial position of the
Company, except as mentioned in this report.

Based on internal financial control framework and
compliance systems established in the Company and
verified by the external professional firms and statutory
auditors' and reviews performed by the management
and/or the Audit Committee of the Board, your Board is
of the opinion that Company's internal financial controls
were adequate and effective during the Financial Year
2024-25.

2. DIVIDEND

In view of the need to conserve financial resources, your
Board of Directors have not recommended any dividend
for the Financial Year 2024-25.

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

3. BUSINESS OVERVIEW

Your Company is a leading player in India's diverse
and cacophonous news broadcasting and digital media
landscape. As a pioneer in the 24/7 news segment and
with its carefully calibrated strategies, the Company,

along with its subsidiaries, has managed to carve a place
for its diversified bouquet of TV and digital properties,
encompassing 19 news channels (comprising of 16 TV
News channels - 1 Global, 4 National and 11 Regional
channels along with 3 digital-only News channels)
and multiple websites along with 14 mobile apps. The
Company has gradually and diligently built its broad
reach by catering to a wide array of global, national, and
regional audiences, offering differentiated content in 12
multiple languages, reaching over 283 million individuals
every month across India in FY 2024-25.

The Company has established a comprehensive network
of news bureaus, correspondents, and stringers
across India, significantly enhancing its newsgathering
capabilities. This domestic reach is complemented by a
global footprint through international correspondents
and strategic partnerships with leading news agencies,
enabling timely and in-depth coverage of events across
geographies.

Driven by a strategy rooted in innovation and audience
engagement, the Company has evolved beyond traditional
linear television to build a robust digital ecosystem. This
transformation reflects a proactive response to shifting
consumer preferences and market dynamics, allowing
the Company to deliver customized content to both mass
and niche audiences across multiple platforms.

Advanced technologies have been integrated across
the content value chain—from creation and assembly
to distribution. Tools for live reporting and real-time
updates further enhance the Company's ability to
deliver compelling and differentiated news experiences.
These strategic investments continue to reinforce its
competitive edge in both Television and Digital Media
segments.

The Company has progressively expanded its digital
portfolio, establishing a strong presence through
websites, mobile applications, and social media
platforms. This multi-channel approach mirrors its
television strategy, aiming to capture a broad audience
while also catering to specialized interests. The digital
offerings include a diverse range of websites, each
aligned with specific channels and sub-brands, featuring

multilingual content and tailored sections to engage
varied audience segments.

Strategic alliances with national and international news
agencies have further strengthened the Company's global
reporting capabilities. Through this network, the Company
facilitates on-the-ground and live coverage from across
the world, significantly enhancing the international reach
of its channels—most notably WION, which continues to
benefit from this expansive global presence.

The Company is a key player in the Indian Media &
Entertainment (M&E) sector, which contributed 0.73% of
the national GDP in 2024. As per the FICCI EY report of
March 2025, the Indian M&E sector grew at a moderate
pace in 2024, reaching an estimated INR 2.5 trillion (USD
29.4 billion) with a 3.3% increase over 2023. This not only
lagged the sector's growth in the previous year of 8.3%
but also the growth in India's Nominal GDP of 9.8%. While
the ad spending expanded by 8.1%, which was in the
ballpark of the 8.7% Nominal Per Capita GDP growth, the
revenue from Subscriptions fell by 1.6% and from Content
& Services was flat. The Company has a presence in three
segments of the M&E sector, viz. Television, Digital Media
and Live events. Digital media and Live events were the
best performers in terms of growth in 2024 with a 17% and
14.9% YOY rise respectively. The Television segment saw
a degrowth of 4.5%. The Indian M&E sector is projected
to rebound strongly in 2025, with an anticipated growth
rate of 7.2% to reach INR 2.7 trillion (USD 31.6 billion). The
Global Media & Entertainment (M&E) sector on the other
hand is poised for substantial growth with a projected
growth rate of -7.5% over 2024 and to reach approximately
$2,871.79 billion in 2025, as per The Business Research
Company. The sector is undergoing an exciting
growth phase and evolution driven by transformative
technologies. The expansion is being shaped by changing
consumption habits and technological advancements. Key
trends driving this expansion and evolution include the
pervasive smartphone penetration and presence of social
media, the continued dominance and transformation of
streaming services, accelerating integration of Artificial
Intelligence (AI) and machine learning in revolutionizing
content personalization and advertising, the rising
popularity of podcasting and independent creators, the

increasing adoption of interactive and immersive content

experiences through AR and VR technologies, and the

sustained explosive growth in gaming.

Key Highlights of the Company Performance in FY 2024-25:

• The Company's bouquet of TV channels had a
monthly average reach of 283 million individuals in
India in FY 2024-25.

• Its digital properties garnered 6.6 billion page views
and 193 million Monthly Average Users during the
financial year. Zee Digital consistently ranked third
in FY 2024-25 in the news and information category,
as per ComScore.

• The flagship channel of the Company, Zee News, was
among the first to integrate AI in its programming
by using an AI anchor, 'Zeenia,' which delivered
AI-based exit poll information that was among the
most accurate in predicting voting trends.

• On the back of its continued excellence in delivering
customised content aimed at audience niches,
integrated programming through the conduct and
telecast of live events aimed at engaging specific
segments of the audience, and news gathering, Zee
News rose from the 10^th position before FY 2024-25 to
rank in the top 5 during the major part of FY 2024-25.

• The regional channels of the Company also
organized several events centered around the
themes relevant to the local audience. Some of the
notable ones were Zee Real Heroes Awards 2025,
Unveiling India Quiz and Ek Bharat, Shresth Bharat
by Zee News, Emerging Madhya Pradesh by Zee
Madhya Pradesh Chhatisgarh, Hai Naman Unko and
Swarnim Rajasthan by Zee Rajasthan, and Leaders
of Prayagraj and Vikas Ki Devbhoomi by Zee Uttar
Pradesh Uttaranchal.

• Zee 24 Ghanta won the live telecast rights for the
popular 'Calcutta Premier League'.

• Zee Business collaborated with Kotak Neo to
educate and empower small investors in urban and
rural India by running a series 'Kona Kona Investor'.

Financial Performance

The Consolidated Operating Revenue decreased
marginally by 2.6% (from '6,382.90 million in FY24
to '6,219.15 million in FY25) while the Operating
EBITDA loss reduced from '391.80 million in FY24
to '184.8 million in FY25, reducing by nearly 53%,
riding on reduction in operating costs and employee
benefits expenses. Finance costs and Depreciation and
Amortization Expenses rose during the year. The Net
loss was '1,194.2 million in FY25 as compared to a net
loss of '984.24 million in FY24.

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

recognized the Identified Trademarks as an intangible
asset during the year ended March 31, 2024. Further,
during the FY 2024-25, the Company executed a Deed
of Hypothecation to retain its exclusive rights over the
identified trademarks. As on the quarter ended June 30,
2025, DMCL has completed the entire billing upon the
Company.

The Board at its meeting held on February 3, 2021, and
basis the applications received from the investors, had
approved the allotment of 2,300 (Two Thousand Three
Hundred) unrated, unlisted, secured, redeemable Non¬
Convertible Debentures ('NCDs') bearing a face value of
'10,00,000/- (Rupees Ten Lakh only), each for cash at
par, aggregating to '2,30,00,00,000/- (Two Hundred and
Thirty Crores only), carrying coupon @ 9% per annum, on
a private placement basis. During the Financial Year, the
Company has duly repaid the entire outstanding against
the said NCDs and all the NCDs have been redeemed.

4. SUBSIDIARIES & ASSOCIATE COMPANIES

As on March 31,2025, your Company has 3 (Three) Wholly
Owned Subsidiaries ('WOS') viz. Zee Akaash News Private
Limited, Indiadotcom Digital Private Limited and Pinews
Digital Private Limited (Presently known as Pinewz
Digital Private Limited). In addition, the Company has 2
(Two) Associate entities, viz. Today Merchandise Private
Limited and Today Retail Network Private Limited.

Wholly Owned Subsidiaries:

Zee Akaash News Private Limited

Zee Akaash News Private Limited ('ZANPL) is a WOS of
the Company incorporated in the State of Maharashtra on
December 28, 2005. The Company is, inter alia, engaged
in the business of broadcasting of satellite television
channels namely - Zee 24 Ghanta in Bengali Language.
The Company is an unlisted material subsidiary as on
March 31,2025, as per the thresholds laid down under the
Listing Regulations. In compliance with the provision(s)
of Regulation 24 of the Listing regulations, Mr. Raj Kumar
Gupta, Independent Director of the Company, acts as an
Independent Director on the Board of Zee Akaash News
Private Limited (unlisted material subsidiary).

During the financial year under review, post requisite
approvals, ZANPL entered into a definitive Agreement
dated October 10, 2024, for making an investment of
upto '3,75,22,391/- (Rupees Three Crore Seventy-Five
Lakh Twenty Two Thousand Three Hundred and Ninety
One Only), in tranches, in Flutrr Digimate Private
Limited ("Flutrr"), a company inter-alia engaged in the
field of providing information technology solutions and
technology enabled services. The said investment is
through equity shares and convertible warrants of Flutrr.
The said strategic investment aims to leverage ZANPL's
capabilities and expand its reach, thereby enhancing its
competitive position and driving growth opportunities.

Post closure of the financial year under review, post
requisite approvals, ZANPL entered into a definitive
Agreement dated May 2, 2025, for making an investment
of upto '1,79,42,813/- (Rupees One Crore Seventy Nine
Lakhs Forty Two Thousands Eight Hundred and Thirteen
Only), in tranches, in ALT Realtech Private Limited
('ALTDRX'), a company inter-alia engaged in the field of
business of operating a digital real estate marketplace
and platform that allows users to invest in real estate
backed by tradeable digital assets. The said investment
is through equity share and warrants of ALTDRX. The
said strategic investment aims to leverage ZANPL's
capabilities and expand its reach, thereby enhancing its
competitive position and driving growth opportunities.

Indiadotcom Digital Private Limited

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

The Company is a unlisted material subsidiary as on
March 31, 2025, as per the thresholds laid down under the
Listing Regulations. In compliance with the provision(s)

of Regulation 24 of the Listing regulations, Ms. Swetha
Gopalan and Mr. Raj Kumar Gupta, Independent Directors
of the Company, act as Independent Directors on the
Board of IDPL.

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

Pinewz Digital Private Limited

Pinews Digital Private Limited, the WOS of Zee Media
Corporation Limited was incorporated on July 3, 2024. The
Company had been incorporated inter-alia to carry on the
business of mainstream media, through Hyper Local App,
by intelligently driven Artificial Intelligence. Post closure of
the Financial Year under review, the name of the Company
was changed from 'Pinews Digital Private Limited' to
'Pinewz Digital Private Limited', with effect from June 17,
2025.

Zee Media Inc

Zee Media Inc, the WOS of Zee Media Corporation
Limited was incorporated on April 4, 2024, in the State of
Delaware, United States of America. The Company had
been incorporated inter-alia to carry on the business of
dissemination of the Company's content on all distribution
platforms, including linear and digital platforms and to
undertake targeted award and event functions.

Due to pending approvals for Overseas Direct Investment
(ODI), no investment towards capital has been made by
the Company in Zee Media Inc till date.

Associates:

Today Merchandise Private Limited and Today Retail
Network Private Limited are the associate companies

of your Company. Today Merchandise Private 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.

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

Your Company funds its subsidiary (ies), from time to
time, to meet the working capital and other business
requirements, in compliance with applicable regulatory
provisions. During the year ended March 31, 2023, the
Company had converted unsecured loan along with
trade receivables aggregating to '1,100.00 million into
110 number of 0.01% Optionally Convertible Debentures
('OCDs') of '10.00 million each, of its wholly owned
subsidiary (WOS) viz. Indiadotcom Digital Private Limited.
The said OCDs are convertible into equity shares of '10
each in the ratio of 1:1,000,000, within 9 years or at the
option of the IDPL, whichever is earlier. Post partial
redemption of the OCDs, as on March 31, 2025, the
Company holds 95 number of 0.01% Optionally Convertible
Debentures ('OCDs') of '10.00 million each aggregating to
'950 million, in Indiadotcom Digital Private Limited.

Simultaneously during the financial year ended March
31, 2023, the 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 Indiadotcom Digital Private Limited at same terms
of issuance. Further, during the financial year ended
March 31, 2024, Zee Akaash News Private Limited also
converted additional unsecured loan of '200.00 million
into 20, 0.01% Optionally Convertible Debentures
('OCDs') of '10.00 million each, of Indiadotcom Digital

Private Limited, at the same terms. Accordingly, as on
March 31,2025, Zee Akaash News Private Limited holds
40 number of 0.01% Optionally Convertible Debentures
('OCDs') of '10.00 million each aggregating to '400
million, in Indiadotcom Digital Private Limited.

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

Apart from the above, the Company does not have any
Subsidiary / Joint-venture / Associate Company.

Audited Accounts of Subsidiary Company

Your Company has prepared the Annual Audited
Consolidated Financial Statements in accordance with
Section 129(3) of the Companies Act, 2013 (the Act') read
with the applicable Indian Accounting Standards and Listing
Regulations. As required under the Indian Accounting
Standards (Ind AS), notified under Section 133 of the Act
and applicable provisions of the Listing Regulations,
the Audited Consolidated Financial Statements of the
Company reflecting the Consolidation of the Accounts
of its Subsidiaries and Associates are included in this
Annual Report. Further, a Statement containing the Salient
Features of the Financial Statements of Subsidiaries/
Associate Companies pursuant to sub-section 3 of Section
129 of the Act in the prescribed Form AOC-1 is appended as
Annexure to this Board Report.

In accordance with Section 136 of the Act, the Annual
Audited Financial Statements including the Consolidated
Financial Statements and related information of the
Company and Annual Audited Accounts of the Subsidiaries
are available on the investor section on the website of the
Company viz. www.zeemedia.in. Your Company also has
a policy in place for determining Material Subsidiaries
in terms of the provisions of Listing Regulations. The
Policy for determining Material Subsidiaries is available
on the Company's website viz. www.zeemedia.in. As on
March 31, 2025, the Company has two unlisted material
subsidiaries viz. Zee Akaash News Private Limited and
Indiadotcom Digital Private Limited.

5. CAPITAL STRUCTURE

During the year under review, there was no change in
the Capital Structure of the Company. Accordingly, as at
March 31, 2025, the Capital structure stand as follows:

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

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

Listing of Company’s Securities

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 2025-26 to the said Stock Exchanges.

Depositories

Your Company has arrangements with National
Securities Depository Limited ('NSDL) and Central
Depository Services (India) Limited ('CDSL), the
Depositories, for facilitating the members to trade in the
equity shares of the Company in Dematerialized form.
The Annual Custody fees for the Financial Year 2025-26
have been paid to both the Depositories.

6. FUND RAISING

A. Issuance of Convertible Warrants to Promoter
Group:

In order to meet the growth trajectory / future
business expansion plans and to meet its working
capital, capital expenditure and general corporate

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

Further, the Board at its meeting held on January
5, 2022, in furtherance to the approval of the
shareholders and other requisite approvals, and
upon receipt of an upfront amount of '3.05/-
(Rupees Three decimal point zero five Only) for
each Warrant, aggregating to '411,750,000/- i.e.
25% of Warrant Issue Price, allotted 135,000,000
Warrants on preferential basis to Asian Satellite
Broadcast Private Limited, a Promoter Group Entity.
The said Warrants were inter-se transferred from
Asian Satellite Broadcast Private Limited to another
Promoter Group Entity named Elitecast Media
Limited ('Elitecast'). In terms of the applicable
provisions and terms of the offer, the payment of
Warrant Exercise Price (being 75% of Warrant Issue
Size) was due on or before July 5, 2023.

Elitecast informed the Company that pursuant to
the Order(s) passed by 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 Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, seeking relaxation of strict
enforcement of Regulation 162 (1) read with 169(3) of
the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,

2018, with SEBI. SEBI vide its communication dated
August 24, 2023, has advised the company that it may
seek the said relaxation / extension post final Order
of Hon'ble DRT in the said matter and Company to
abide by directions of the Hon'ble DRT in this regard.

B. Issuance of Convertible Warrants to Foreign
Portfolio Investors:

During the financial year under review, the Board
at its meeting held on June 26, 2024, considered
and granted its In-Principle approval to raise funds
through permissible means under applicable laws
including but not limited to, by way of, issue of equity
shares/ convertible bonds/ debentures/ warrants/
preference shares/ foreign currency convertible
bond / any other equity linked securities and/ or
any other securities, for an amount not exceeding
'200 crores, in one or more tranches, subject to
such approvals as may be required including that of
shareholders / regulatory and statutory approvals.
The Company initiated the process to seek the
approval of the Shareholders by way of a Special
Resolution through notice of postal ballot dated
June 26, 2024, for Issuance of Securities for an
amount not exceeding '200 Crores. The E-voting
period commenced on Friday, July 12, 2024, at 9:00
A.M. (IST) and ended on Saturday, August 10, 2024,
till 5:00 P.M. (IST). The Shareholders of the Company
approved the said fund-raising proposal vide the
resolution passed on August 10, 2024. The voting
results, in compliance with Regulation 44(3) of the
Listing Regulations and the Scrutinizer's Report
as per Section 108 of the Companies Act, 2013
and Rule 20 of the Companies (Management and
Administration) Rules, 2014, was duly submitted to
the Stock Exchanges within the stipulated timelines.

The Board at its meeting held on September 27, 2024,
evaluated the possibility of issuing equity shares or
other instruments, including convertible securities,
for an aggregate amount up to '200 crores. The Board
at the said meeting also took on record the letter of
intent received by the Company from three Foreign
Portfolio Investors. Thereafter, the Board approved

raising of funds through Issuance of upto 13,33,33,333
(Thirteen Crores Thirty-Three Lakhs Thirty-Three
Thousand Three Hundred and Thirty Three Only)
Warrants, fully convertible or exchangeable for, one
fully paid-up equity share of the Company ('Warrants')
at an issue price of '15/- (Rupees Fifteen Only) per
Warrant, aggregating to an amount not exceeding
'2,00,00,00,000/- (Rupees Two Hundred Crores Only),
with the right to Warrant Holder(s) to apply for and
be allotted 1 (One) fully paid Equity Share of the face
value of '1/- each of the Company at a price of '15/-
per Equity Share (including premium of '14/- per
Equity Share) for each Warrant, with the amount paid
against each Warrant to be adjusted against the issue
price for the resultant Equity Share, within a period
of 18 (Eighteen) months from the date of allotment of
the Warrants, to the below entities (Foreign Portfolio
Investors) forming part of Non-promoter / Non¬
Promoter Group of the Company, on preferential basis:

• UNICO Global Opportunities Fund Limited

• AL Maha Investment Fund PCC - Onyx Strategy

• Ebisu Global Opportunities Fund Limited

In terms of the issue, an amount equivalent to 25%
of the Warrant Issue Price (i.e. '3.75/- per Warrant)
was paid at the time of subscription to the Warrants.
The said '3.75/- (i.e. Warrant Subscription Price)
will be adjusted and appropriated against the issue
price of the resulting equity shares. Accordingly,
the Warrant Subscription Price shall be adjusted
and appropriated only against the issue price of the
resulting Equity Share. The adjustment shall not be
against the Warrant Exercise Price (i.e. 75% of the
Warrant Issue Price). The adjustment shall be done
into the resulting equity shares, upon receipt of entire
Warrant Issue Price, when the Company shall be
converting Warrants and Issuing the Equity Shares.

The objects of the said Issue, as approved by the
Board of Directors of the Company, are as below:

*includes payments towards various short-term liabilities that are due in the ordinary course of business, such as vendors for services, short-term creditors
and includes payment of debt.

$includes payment for purchase of long-term tangible and intangible assets and investments towards future business expansion initiatives of the Company.

The Company does not intend to use the proceeds
for any other purpose in the interim. Till such time
the issue proceeds are fully utilized, the Company
shall keep the subscription amount in the bank
account of the Company.

The approval of the shareholders of the Company
for the aforesaid issuance of Fully Convertible
Warrants was obtained at Extra Ordinary General
Meeting of the Company held on October 22, 2024.
The Company had submitted its application to BSE
Limited and the National Stock Exchange of India
Limited ('Stock Exchanges') seeking In-Principle

approval with respect to the aforesaid issuance of
Fully Convertible Warrants on preferential basis,
and the approval for the same was granted by the
Stock Exchanges on October 24, 2024.

Post receipt of the shareholders / regulatory and
statutory approvals and upon receipt of 25% of
the Warrant Issue Price, i.e., '3.75/- per warrant,
aggregating to '49,99,99,999/- (Rupees Forty Nine
Crores Ninety Nine Lakhs Ninety Nine Thousand
Nine Hundred and Ninety Nine Only), as the Warrant
Subscription Price, the Board on November 7,
2024, allotted 13,33,33,333 (Thirteen Crores Thirty

Three Lakhs Thirty Three Thousand Three Hundred
and Thirty Three Only) fully convertible warrants
('Warrants') at a price (inclusive of both the Warrant
Subscription Price and the Warrant Exercise Price)
of '15/- per warrant ('Warrant Issue Price'), on
a preferential basis to three Foreign Portfolio
Investors ('FPIs') (forming part of the Non-Promoter
/ Non-Promoter Group category). The Company
has fully utilized the Upfront Warrant Subscription
money towards the objective for which funds were
raised, and the monitoring reports are being filed
with the Stock Exchanges in this regard, as per
extant applicable provisions.

C. Issuance of Foreign Currency Convertible Bonds
(FCCB):

The Company's business of broadcast and
distribution of News and Current Affairs linear
channels, is not only extremely competitive but
also an ever-changing one, because of which the
Company continues to face new challenges. In order
to face and overcome these challenges and continue
to improve its performance, the company needs to
be not only dynamic but also sufficiently funded to
tackle these challenges. The Company continues to
undertake additional steps to further enhance its
financial capabilities through additional fund raising
to support its growth trajectory and future business
expansion plans. In view of the same, during the
Financial Year under review, the Board at its meeting
held on January 13, 2025, granted it's in-principle
approval for exploring available options for raising
of further funds through all permitted instruments,
including but not limited to, by way of issuance of
equity shares/ convertible bonds/ debentures/
warrants/ preference shares/ foreign currency
convertible bond (FCCB) / any other equity linked
securities and/ or any other securities including
through preferential issue on a private placement
basis, qualified institutional placement or any
other methods or combinations thereof, listed or
unlisted, for an amount not exceeding '400 crores
(or equivalent amount in foreign currency), in one
or more tranches, subject to necessary approvals.

The fund-raise will enhance the financial
capabilities of the Company to, inter-alia, support
its growth trajectory and future business expansion
plans by entering new markets globally and
launching new and innovative products, to fortify its
position and strength. This will enable the Company
to further establish itself as a leading provider of
high-quality content, catering to the evolving needs
and preferences of its audiences. By expanding its
offerings, the Company aims to increase its reach
and engagement, diversify its revenue streams, and
strengthen its position. The proposed fund-raise will
provide the Company with the necessary resources
to support its growth plans, including investing in
new technologies, enhancing its content offerings,
and expanding its marketing and distribution
efforts. Overall, the fund-raise is a strategic move
to support the Company's long-term growth and
success, and to establish itself as a leading player
in the Industry.

The said proposal was placed before the
shareholders of the Company for their approval
through Postal Ballot process and the same was
approved with requisite majority on February 21,
2025. Post receipt of the shareholders approvals,
the Board at its meeting held on April 8, 2025,
approved raising funds by issuance of 5% coupon,
unsecured, unlisted, Foreign Currency Convertible
Bonds up to USD 4,65,90,000, with a maturity of
10 years ('FCCBs') on a private placement basis to
UNICO Global Opportunities Fund Limited and Sun
India Opportunities Investing Fund 'incorporated
VCC sub-fund' ('Proposed Investors'), on terms and
conditions as decided between the Company and
the Proposed Investors, as per the applicable ECB
guidelines set forth by the Reserve Bank of India.
Definitive agreements were entered into between
the Company and the Proposed Investors in this
regard.

The Company had submitted its application to
BSE Limited and the National Stock Exchange of
India Limited seeking In-Principle approval with
respect to the aforesaid issuance of FCCBs, and

the approval for the same was granted by National
Stock Exchange of India Limited on May 2, 2025, and
BSE Limited on May 5, 2025. The Company has also
obtained the Loan Registration Numbers (LRNs)

from Reserve Bank of India with respect to the
aforesaid FCCBs. The FCCB issuance is presently
open, and the allotment shall be made upon receipt
of the subscription money.

DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT(S):

(Pursuant to appticabte provisions of the Listing Regulations and the Act1

As on March 31, 2025, the Board comprised of 7 (Seven)
Directors which include 1 (One) Executive Director, 2
(Two) Non-Executive Non-Independent Directors and 4
(Four) Non-Executive Independent Directors including 1
(One) Woman Independent Director.

Post the close of the Financial Year and as on the date of
this Report, the Board comprises of 6 (Six) Directors which
includes 1 (One) Executive Director, 2 (Two) Non-Executive
Non-Independent Director and 3 (Three) Independent
Directors including 1 (One) Woman Independent Director.

During the year under review, and subsequent to the
closure of the financial year, the following changes -
including appointments, re-appointments, and cessations
- took place in the composition of the Board of Director:

1. Upon the recommendation of the Nomination and
Remuneration Committee, the Board at its meeting
held on August 7, 2024, considered and recommended
the re-appointment of Mr. Surender Singh, Non¬
Executive Director (DIN: 08206770), to the shareholders
of the Company. The said re-appointment was duly
approved by the shareholders of the Company at the
25^th Annual General Meeting of the Company held on
September 27, 2024;

2. Mr. Purushottam Vaishnava (DIN: 01958304) resigned
as Non-Executive Non-Independent Director with
effect from close of business hours of November 25,
2024;

3. Upon the recommendation of the Nomination and
Remuneration Committee, the Board at its meeting
held on October 25, 2024, considered and approved
appointment of Mr. Vikas Garg (DIN: 00255413)
as an Additional Director in the category of Non¬
Executive Independent Director of the Company,
subject to approval of the shareholders, with effect
from October 26, 2024;

4. Mr. Vikas Garg (DIN: 00255413) resigned as Non¬
Executive Independent Director with effect from
close of business hours of May 29, 2025;

5. Upon the recommendation of the Nomination and
Remuneration Committee, the Board at its meeting

held on July 29, 2025, considered and recommended
the re-appointment of Mr. Susanta Kumar Panda
DIN: 07917003) as an Independent Director of the
Company for the second term of 5 (five) consecutive
years commencing from September 1, 2025,
which appointment was subject to the approval
of the shareholders. Basis the Votes cast by the
shareholders through postal Ballot concluded
on August 30, 2025, the said re-appointment was
approved with requisite majority; and

6. Upon the recommendation of the Nomination and
Remuneration Committee, the Board at its meeting
held on July 29, 2025, considered and recommended
the re-appointment of Mr. Dinesh Kumar Garg (DIN:
02048097) as Whole time Director and designated as
an Executive Director - Finance of the Company, for a
period of 3 years with effect from September 20, 2025,
not liable to retire by rotation, which appointment was
subject to the approval of the shareholders. Basis
the Votes cast by the shareholders through postal
Ballot concluded on August 30, 2025, the said re¬
appointment was approved with requisite majority.

Pursuant to provisions of Section 152(6) of the Act,
Mr. Amitabh Kumar, Non-Executive Director (DIN:
00222260) retires by rotation at this Annual General
Meeting and, being eligible, has offered himself for
re-appointment. The Board at its meeting held on July
29, 2025, upon recommendation of the Nomination
and Remuneration Committee, has considered
and recommended the said re-appointment to the
shareholders of the Company.

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

Your Company has obtained a Certificate from Ms.
Neelam Gupta, Practicing Company Secretary,
proprietor of Neelam Gupta and Associates, pursuant
to Regulation 34(3) read with Schedule V para C clause
10 (i) of the Listing Regulations, confirming that none
of the Directors on the board of the Company have
been debarred or disqualified from being appointed or

continuing as Directors of Companies by the Board/
Ministry of Corporate Affairs or any such Statutory
Authority.

Key Managerial Personnel (‘KMP')

As on March 31, 2025, and as on date of this report,
the following are the KMP of the Company pursuant to
sections 2(51) and 203 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

a) Mr. Dinesh Kumar Garg, Executive Director -
Finance & Chief Financial Officer;

b) Mr. Karan Abhishek Singh, Chief Executive Officer;
and

c) Mr. Ranjit Srivastava, Company Secretary and
Compliance Officer

During the year, the following were the changes in the
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 was appointed as the
Chief Executive Officer of the Company, with effect
from July 10, 2024.

Chairman of the Board

Mr. Susanta Kumar Panda, Non-Executive Independent
Director, is the Chairman of the Board, who was
appointed as Chairman with effect from September 1,
2020.

Board Diversity

The Company believes that a diverse and inclusive
Board is essential to effectively navigate the complexities
of a rapidly evolving business environment. In an era
marked by globalisation, technological disruption,
heightened social responsibility, and increasing
regulatory expectations, Board diversity plays a
pivotal role in enhancing governance standards and
strengthening risk oversight.

The Board is enriched by a broad spectrum
of perspectives, skills, experiences, and backgrounds,
which collectively foster innovative thinking, balanced
decision-making, and strategic foresight. This
diversity spans across industry expertise, functional
knowledge, leadership experience, and geographical
representation, enabling the Board to respond
effectively to emerging opportunities and challenges.
Recognising the strategic value of diversity, the
Company has adopted a Board Diversity Policy, which
outlines its commitment to building a Board that
reflects a variety of viewpoints and competencies. The
importance of diversity is not only a matter of good
governance but also acts as a key driver of long-term
success and stakeholder confidence.

Board Meetings

The meetings of the Board are scheduled at regular
intervals to discuss and decide on matters of business
performance, policies, strategies and other matters
of significance. Notice of the meetings is circulated
in advance, to ensure proper planning and effective
participation. In certain exigencies, decisions of the
Board are also accorded through circulation and through
meeting(s) convened at shorter notice. The Directors of
the Company are given the facility to attend meetings
through video conferencing, in case they so desire,
subject to compliance with the specific requirements
under the Act.

The Board met 11 (Eleven) times during the Financial
Year 2024-25, the details of which are given in the
Corporate Governance Report which forms part of this
Annual Report. The intervening period between either of
the two Board Meetings was within the maximum time
permissible under the Act and Listing Regulations.

Declaration by Directors / Independent Directors

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

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

A declaration on compliance with Rule 6(3) of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, regarding the requirement relating to
enrollment in the Data Bank for Independent Directors
as stipulated under Section 150 of the Act, has been
received from all the Independent Directors, along with
declaration made under Section 149(6) of the Act and
Regulation 16(1)(b) of Listing Regulations.

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

Separate Meeting of the Independent Directors

In accordance with the provisions of Schedule IV of the
Act and Regulation 25(3) of the Listing Regulations,
during the Financial Year 2024-25, a separate meeting of
the Independent Directors of the Company was held on
March 31, 2025, without the attendance of members of
the Management. The Independent Directors reviewed
the performance of Non-Independent Directors and
the Board as a whole, performance of the Chairman
of the Company, after taking into account the views of
Executive Directors and Non-Executive Directors and
assessed the quality, quantity and timeliness of flow
of information between the Company Management
and the Board, which is necessary for the Board to
effectively and reasonably perform their duties.

Board Evaluation

In line with the Corporate Governance Guidelines of your
Company and in accordance with the criteria laid down
by Nomination and Remuneration Committee ('NRC'), a
formal evaluation of the performance of the Board, its
Committees, the Chairman and the Individual Directors
was carried out by the Board during the Financial Year
2024-25. The Board evaluation framework has been
designed in compliance with the requirements specified
under the Act, the Listing Regulations and in accordance
with the Guidance Note on Board Evaluation issued
by Securities and Exchange Board of India ( SEBI').
The evaluation process was carried out based on an
assessment sheet structured in line with ICSI guidance
note and the guidance note issued by SEBI in this regard.

The Independent Directors of your Company, in a separate
meeting, evaluated the performance of the Chairman
and other Non-Independent Directors along with the
performance of the Board based on various criteria
recommended by the NRC and 'Guidance Note on Board
Evaluation' issued by the SEBI. A report on such evaluation
done by the Independent Directors was taken on record
by the Board and further your Board, in compliance with
requirements of the Act, evaluated performance of all
the Directors, Board as a whole, its committees based on
various parameters including attendance, contribution etc.

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

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

The details of the evaluation process are set out in the
Corporate Governance Report which forms part of this
Report.

Policy on Directors’ Appointment and Remuneration

In compliance with the requirements of Section 134(3)

(e) and Section 178(3) of the Act, the Nomination &
Remuneration Committee ('NRC'), had fixed the criteria
for nominating a person on the Board which, inter-alia,
include desired size and composition of the Board, age
limit, qualification / experience, areas of expertise, skill
set and independence of individual.

Further, pursuant to provisions of the Act, the NRC has
formulated the Nomination and Remuneration Policy
for the appointment and determination of remuneration
of the Directors, Key Management Personnel, Senior
Management and other Employees of your Company, salient
features whereof are annexed to this report. The NRC has
also developed criteria for determining the qualifications,
positive attributes and independence of Directors and for
making payments to Executive Directors of the Company.
The policy is available at the Investor Section on the website
of the Company at viz. www.zeemedia.in

The NRC takes into consideration the best practices in
the industry while fixing the terms of the appointment
including remuneration packages. Further, the
compensation package for the Director, Key Managerial
Personnel, Senior Management and other employees is
designed based on the set of principles enumerated in the
said policy. The remuneration paid to the Directors, Key
Managerial Personnel, Senior Management and other
employees is as per the Nomination and Remuneration
Policy of your Company.

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

Familiarization Program for Directors

All Independent Directors are taken through an
induction and familiarization program when they join

the Board of your Company. The induction program
covers the 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.
In addition to management presentation on key changes
in regulatory framework and industry updates, a
detailed familiarization program was conducted on
Key amendments in Listing Regulations and SEBI
(Prohibition of Insider Trading) Regulations, 2015.

The Board including all Independent Directors are
provided with relevant documents, reports and
internal policies to enable them to familiarize with the
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

Committees of the Board

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

(a) Audit Committee

Your Company has a duly constituted Audit
Committee and its composition as well as charter is
in line with the requirements of the Act and Listing
Regulations.

Composition

In compliance with Section 177 of the Act read
with rules made thereto and Regulation 18 of the

Listing Regulations, the Audit Committee of the
Board as on March 31, 2025, comprised of 3 (Three)
members, with Mr. Raj Kumar Gupta, Independent
Director as its Chairman, Mr. Susanta Kumar
Panda, Independent Director and Mr. Dinesh Kumar
Garg, Executive Director - Finance as its members.
Subsequent to the closure of the Financial Year
and as on the date of this report, there has been no
change in the composition of the Committee. The
Company Secretary acts as the Secretary of the
Committee.

(b) Nomination and Remuneration Committee

The Company has a duly constituted Nomination and
Remuneration Committee ('NRC') which, inter-alia,
identifies and recommends people who are qualified
to become Directors and reviews and recommends
the remuneration and other employment terms and
conditions of Directors and Senior Management.

Composition

In compliance with Section 178 of the Act read with
rules made thereto and Regulation 19 of the Listing
Regulations, the NRC of the Board as on March
31, 2025, comprised of 3 (Three) members, with
Mr. Raj Kumar Gupta, Independent Director as its
Chairman, Mr. Susanta Kumar Panda, Independent
Director and Mr. Surender Singh, Non-Executive
Non-Independent Director as its Members.
Subsequent to the closure of the Financial Year
and as on the date of this report, there has been no
change in the composition of the Committee. The
Company Secretary acts as the Secretary of the
Committee.

(c) Stakeholders Relationship Committee

The Company has a duly constituted Stakeholders
Relationship Committee which inter-alia looks into
various aspects of interests of shareholders and
debenture holders including investors' grievances
arising out of issues regarding share transfers,
dividends, dematerialization and related matters,
evaluating performance and service standards of

the Registrar and Share Transfer Agent and take
requisite actions to redress the same.

Composition

In compliance with Section 178 of the Act read
with rules made thereto and Regulation 20 of the
Listing Regulations, the 'Stakeholders Relationship
Committee' of the Company as on March 31, 2025,
comprised of Mr. Amitabh Kumar, Non-Executive
Non-Independent Director as Chairman, Mr. Raj
Kumar Gupta, Independent Director and Mr. Dinesh
Kumar Garg, Executive Director - Finance as its
Members. After the closure of the Financial Year
and as on the date of this report, there has been no
change in the composition of the Committee. The
Company Secretary acts as the Secretary of the
Committee.

(d) Corporate Social Responsibility Committee

The Company has a duly constituted Corporate
Social Responsibility ('CSR') Committee which is
responsible for formulation, recommendation of the
CSR policy of the Company and monitoring of the
CSR spent by the Company.

Composition

In compliance with Section 135 of the Act read with
rules made thereto, the CSR Committee of the Board
as on March 31, 2025, is comprised of 3 (Three)
members, with Mr. Surender Singh, Non-Executive
Non-Independent Director as its Chairman, Mr. Raj
Kumar Gupta, Independent Director and Mr. Dinesh
Kumar Garg, Executive Director - Finance as its
Members. After the closure of the Financial Year
and as on the date of this report, there has been no
change in the composition of the Committee. The
Company Secretary acts as the Secretary of the
Committee.

(e) Risk Management Committee (‘RMC’)

The Company has a duly constituted Risk Management
Committee ('RMC') which, inter alia, focus on risk
management including determination of Company's

risk appetite, risk tolerance, risk assessments (risk
identification, risk evaluation, risk management and
mitigation) etc. including cyber security.

Composition

In compliance with Regulation 21 read with Part D
of Schedule II of the Listing Regulations, the RMC
of the Board as on March 31, 2025, comprises of 3
(Three) members with Mr. Susanta Kumar Panda,
Independent Director, as its Chairman, Ms. Swetha
Gopalan, Independent Director and Mr. Dinesh
Kumar Garg, Executive Director - Finance & Chief
Financial Officer, as its members. The Company
Secretary acts as the Secretary of the Committee.
After the closure of the Financial Year and as on the
date of this report, there has been no change in the
composition of the Committee.

(f) Finance Sub-Committee

The Board has constituted a Finance Sub-Committee
which has been delegated the functions of monitoring
and expediting any debt fund raising process,
approve financing facilities offered and/or sanctioned
to the Company by various Banks and/or Indian
Financial Institutions from time to time, in the form
of Term Loans, Working Capital facilities, Guarantee
Facilities, etc., including the acceptance of terms
and conditions of such facilities being offered. As on
March 31, 2025, and as on the date of this report, the
Finance Sub-Committee comprised of Mr. Surender
Singh, Non-Executive Non-Independent Director as
its Chairman, Mr. Dinesh Kumar Garg, Executive
Director - Finance & Chief Financial Officer and Mr.
Amitabh Kumar, Non- Executive Non-Independent
Director, as its members. The Company Secretary
acts as the Secretary of the Committee. After the
closure of the Financial Year and as on the date of this
report, there has been no change in the composition
of the Committee.

(g) Corporate Management Committee

The Board has constituted a Corporate Management
Committee comprising Senior Executives of the
Company to review, approve and/or grant authorities

for managing day-to-day affairs of the Company
within the powers delegated by the Board.

As on March 31, 2025, the Corporate Management
Committee comprised of 3 (Three) members with Mr.
Dinesh Kumar Garg, Executive Director - Finance
& Chief Financial Officer as Chairman, Mr. Karan
Abhishek Singh, Chief Executive Officer and Mr. Ranjit
Srivastava, Company Secretary as its members.

Consequent to the cessation of Mr. Abhay Ojha as the
Chief Executive Officer of the Company and appointment
of Mr. Karan Abhishek Singh, as Chief Executive
Officer of the Company, the Corporate Management
Committee of the Company was reconstituted on
August 7, 2024, wherein Mr. Karan Abhishek Singh,
Chief Executive Officer of the Company, was inducted
as a member of the said Committee in place of Mr.
Abhay Ojha. Accordingly, as on March 31, 2025 and on
the date of this report, the Corporate Management
Committee comprises of 3 (Three) members namely
Mr. Dinesh Kumar Garg, Executive Director - Finance
& Chief Financial Officer, Mr. Karan Abhishek Singh,
Chief Executive Officer and Mr. Ranjit Srivastava,
Company Secretary, as its members.

(h) Disciplinary Committee

The Board of Directors had constituted a 'Disciplinary
Committee' for considering and finalizing the
action(s) to be taken by the Company in case of any
violation of Company's Insider Trading Code read with
SEBI (Prohibition of Insider Trading) Regulations,
2015, in terms of the charter laid down by the Board.

As on March 31, 2025, and as on the date of this
report, the Disciplinary Committee is comprised of
Mr. Susanta Kumar Panda, Independent Director
as a Chairman, Mr. Dinesh Kumar Garg, Executive
Director - Finance & Chief Financial Officer and
Mr. Ranjit Srivastava, Company Secretary of the
Company as its members.

(i) Securities Issue and Allotment Committee

Post closure of Financial Year, the Board at its
meeting held on April 8, 2025, had constituted a

'Securities Issue and Allotment Committee' to
smoothen the process of fund raising through
Foreign Currency Convertible Bonds ('FCCB') and
to inter-alia negotiate, decide, finalize, vary, modify
or alter any of the terms and conditions for the
FCCBs, determine timing of the opening/closing the
issue(s), settle any question, difficulty or doubts of
the FCCB holder that may arise, review / decide /
alter the utilization of the issue proceeds, issue /
allotment / forfeiture / reissue of FCCBs etc.

As on the date of this report, the Securities Issue and
Allotment Committee is comprised of Mr. Susanta
Kumar Panda, Independent Director, Mr. Dinesh
Kumar Garg, Executive Director - Finance & Chief
Financial Officer and Mr. Karan Abhishek Singh, Chief
Executive Officer of the Company, as its members.

(j) Executive Board

Upon the recommendation of the NRC, the Board
approved the constitution of an 'Executive Board'
consisting of key business executives to strategize
and drive the business operations of the Company
in the current competitive environment as well as
to draw synergies from various business functions
of the Company. With the appointment of key
personnels and the streamlining of business
operations, the business operations and strategies
are being discussed regularly among functional
heads. In light of the same the Board at its meeting
held on February 11, 2025, approved dissolution of
the Executive Board.

(k) Editorial Board

The Board at its meeting held on February 11,
2025 accorded its in-principle approval for the
constitution of Editorial Board comprising of
eminent personalities from the media industry and
individuals having strong editorial background to
advise and guide the Editorial and the Channel on
the Editorial side. The constitution of the said Board
is under process.

Details of constitution of the Board Committees, which

are in accordance with regulatory requirements, are

available on the website of the Company viz. www.
zeemedia.in. Details of scope, constitution, terms of
reference, number of meetings held during the year
under review along with attendance of Committee
Members therein form part of the Corporate Governance
Report annexed to this report.

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

Vigil Mechanism / Whistle Blower Policy

Your Company is committed to the highest standards
of ethical, moral and legal business conduct.
Accordingly, the Board of Directors has formulated
a Vigil Mechanism / Whistle Blower policy which
provides a robust framework for dealing with genuine
concerns & grievances. The policy provides access to
Directors / Employees / Stakeholders of the Company
to report concerns about unethical behavior, actual or
suspected fraud of any Director and / or Employee of
the Company or any violation of the Code of Conduct.
The policy safeguards whistleblowers from reprisals or
victimization, in line with the Regulations. Any incidents
that are reported are investigated and suitable action
is taken in line with the Policy. During the year
under review, no case was reported under the Vigil
Mechanism. In terms of the said policy, no personnel
have been denied access to the Audit Committee of the
Board. The Whistle Blower Policy is available at the
Investor Section on the website of the Company viz.
www.zeemedia.in

Directors and Officers (D&O) Liability Insurance

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

Cost Records

Your Company is required to maintain the Cost Records
as specified by the Central Government under sub¬
section (1) of Section 148 of the Act read with applicable

notifications thereto. Your board at its meeting held
on May 5, 2025, had re-appointed Chandra Wadhwa &
Co., (Firm Registration No. 000239), Cost Accountants,
to carry out Audit of Cost Records of the Company for
the Financial Year 2025-26. The Company has been
making and maintaining the Cost Accounts and Records,
including for the Financial Year 2024-25, as required
under applicable provisions. The Cost Auditors have
issued their unqualified report for the Financial Year
2024-25, which has been taken on record by the Audit
Committee / Board of the Company at its meeting held
on July 29, 2025.

In accordance with the provisions of section 148 of the
Act read with the Companies (Audit and Auditors) Rules,
2014, since the remuneration payable to the Cost Auditor
for financial year 2025-26 is required to be ratified by
the members, the Board upon the recommendation
of the Audit Committee, recommends the same for
confirmation & ratification by members at the ensuing
AGM.

14. CORPORATE SOCIAL RESPONSIBLITY

In terms of the applicable regulatory provisions, the
Board of Directors of your Company has constituted a
Corporate Social Responsibility ('CSR') Committee.

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

A brief outline of the CSR Philosophy, salient features
of the CSR Policy of the Company, the past CSR
initiatives, as required by the Companies (Corporate
Social Responsibility Policy) Rules, 2014, is appended
to this Board Report. Further, the Chief Financial Officer
confirms that the CSR spends for previous years are
utilized for the purpose and in the manner approved by
the Board of Directors of the Company.

The Company has a Corporate Social Responsibility
(CSR) Policy in accordance with the provisions of the Act
and Rules made there under. The contents of the CSR
Policy are disclosed on the website of the Company viz.
www.zeemedia.in

Details of the CSR Committee composition, role and
meetings, etc. have been provided in the Report on
Corporate Governance.

15. AUDITORS

Statutory Auditors: Ford Rhodes Parks & Co. LLP,
Chartered Accountants (ICAI Firm Registration No.
102860W/W100089) were re-appointed as the Statutory
Auditors of the Company at the 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, 2025, was carried
out by Ms. Neelam Gupta, Practicing Company Secretary
(holding ICSI Certificate of Practice No. 6950), proprietor
of Neelam Gupta & Associates. Secretarial Audit report
(in MR-3 format) inter alia confirming compliance with
applicable regulatory requirements by the Company
during FY 2024-25 is appended to this Board Report.

The said report does not contain any qualifications,
reservations, or adverse remarks or disclaimer.

Zee Akaash News Private Limited and Indiadotcom
Digital Private Limited, the unlisted material subsidiaries
(wholly owned) of your Company, had also appointed Ms.
Neelam Gupta, Practicing Company Secretary (holding
ICSI Certificate of Practice No. 6950), proprietor of
Neelam Gupta & Associates, as its Secretarial Auditor
to conduct the Secretarial Audit for the FY 2024-25.

The said Audit has been conducted in accordance with
Section 204 of the Act, the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 made thereunder and in compliance to applicable
regulatory provisions. The said Reports are also
annexed to this Annual Report and does not contain any
qualifications, reservations or adverse remarks.

Additionally, in compliance with the requirements of
Regulation 24A(2) of Listing Regulations, the Annual
Secretarial Compliance Report duly signed by Ms.
Neelam Gupta, Practicing Company Secretary, proprietor
of Neelam Gupta & Associates has been submitted to
the Stock Exchanges within the prescribed timelines.

The reports of Statutory Auditor and Secretarial Auditor
forms part of this Annual report. The said report does
not contain any qualifications, reservations, or adverse
remarks or disclaimer.

Further, in compliance with Regulation 24A of the Listing
Regulations and Section 204 of the Act, the Board of
Directors in their meeting held on February 14, 2025,
upon recommendation of Audit Committee, approved
the appointment of Neelam Gupta & Associates,
Company Secretaries holding Certificate of Practice
No. 6950 and Peer Review Certificate No. 6760/2025
(Firm Registration Number: S2006UP086800), as the
Secretarial Auditors of the Company for a first term of
5 (five) consecutive years commencing from Financial
Year 2025-26 till Financial Year 2029-30, at such fees,
plus applicable taxes and other out of-pocket expenses
as agreed upon between the Board of Directors and
the Secretarial Auditors, subject to the approval of the
shareholders in the ensuing Annual General Meeting of
the company.

Cost Auditor: Your Company is required to maintain the
Cost Records as specified by the Central Government
under sub-section (1) of Section 148 of the Act.

In compliance with the requirements of Section 148 of
the Act read with Companies (Cost Records and Audit)
Rules, 2014, Chandra Wadhwa & Co., (Firm Registration
No. 000239), Cost Accountants, were re-appointed as
Cost Auditor to carry out Audit of Cost Records of the

Company for the FY 2024-25. The Cost Auditor have
issued unqualified report for the Financial Year 2024-25,
which has been taken on record by the Audit Committee
and the Board of the Company at their meeting held on
July 29, 2025.

Further, the Board, on the recommendation of Audit
Committee, at its meeting held on May 5, 2025, had
approved the re-appointment of Chandra Wadhwa &
Co., (Firm Registration No. 000239), Cost Accountants,
as Cost Auditor to carry out Audit of Cost Records of the
Company for the Financial Year 2025-26.

Requisite proposal seeking ratification of remuneration
payable to the Cost Auditor for the Financial Year 2025-26
by the Members as per Section 148 read with Rule 14 of
Companies (Audit and Auditors) Rules, 2014, forms part
of the Notice of convening the Annual General Meeting.

Internal Auditor: The Board, on the recommendation of
Audit Committee, appointed 'S S Kothari Mehta & Company'
as the Internal Auditor of the Company for FY 2024-25.
At the beginning of each Financial Year, an audit plan is
rolled out with approval by the Audit Committee. The said
plan is devised in consultation with the Statutory Auditors.
The plan is aimed at evaluating the efficacy and adequacy
of internal control systems and compliance thereof,
robustness of internal processes, policies and accounting
procedures and compliance with laws and regulations.
Based on the reports of internal audit, process owners
undertake corrective action in their respective areas.
Audit observations and corrective actions are periodically
presented to the Audit Committee of the Board.

The Board, on the recommendation of the Audit
Committee, at its meetings held on March 31, 2025,
approved the re-appointment of 'SS Kothari Mehta &
Company', as the Internal Auditor of the Company for the
Financial Year 2025-26.

Reporting of Frauds by Auditors

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

16. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT & MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Business Responsibility and Sustainability
Report for the Financial Year 2024-25, in terms of the
provisions of Regulation 34 of the Listing Regulations
forms part of the Annual Report.

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

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

Your Company is inter-alia into the business of
Broadcasting of News and Current Affairs Television
Channels. Since this does not involve any manufacturing
activity, most of the Information required to be provided
under Section 134 (3)(m) of the Act, read with Rule
8(3) of the Companies (Accounts) Rules, 2014, is not
applicable. However, the information as applicable is
given hereunder:

Conservation of Energy: Your Company, being a service
provider, requires minimal energy consumption and
every endeavor has been made to ensure optimal use
of energy, avoid wastages and conserve energy as far as
possible in all the offices, studios and news bureaus of
the Company across the country.

Technology Absorption: In its endeavor to deliver the
best to its viewers and business partners, your Company
has been constantly active in harnessing and tapping
the latest and best technology in the industry. The
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 '11.22 Million and outgo of '203.86 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, co¬
operation and support, have contributed to the business
operations of the Company.

Particulars of Employees

As on March 31, 2025, the total numbers of permanent
employees of the Company were 1,720. The information
required under the provisions of Section 197 of the
Act read with Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
annexed to this report. The statement containing names
of top ten employees in terms of remuneration drawn
and the particulars of employees as required under

Section 197(12) of the Act read with Rule 5(2) and 5(3)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forming part of this
Report is open for inspection by the members through
electronic mode. Any member interested in obtaining a
copy of the same may write to the Company Secretary of
the Company at complianceofficer@zeemedia.com

19. DISCLOSURES

i. Particulars of loans, guarantees and investments:

Particulars of loans, guarantees and investments
made by the Company as required under Section
186(4) of the Act are given in Note No. 38 to the
Standalone Financial Statements.

ii. Transactions with Related Parties: In terms of
the applicable statutory provisions, the related
party transactions are placed before the Audit
Committee for its approval and statements of all
related party transactions are placed before the
Audit Committee for its review on a quarterly and
yearly basis, specifying the nature, value and terms
and conditions of the transactions along with arms-
length justification. All Related Party Transactions
entered during the year were in Ordinary Course of
the Business and on 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 Regulations
23 of the Listing Regulations and accordingly no
transactions are required to be reported in Form
AOC-2 as per Section 188 of the Act.

iii. Risk Management: Your Company follows a
comprehensive system of Risk Management.
It has adopted a policy and procedure for rapid
identification, definition of risk mitigation plans and
execution. Your Company has defined operational
processes to ensure that risks are identified,
and the operating management is responsible
for reviewing, identifying and implementing
mitigation plans for operational and process risk.
Key strategic and business risks are identified,
reviewed and managed by senior management
team. The Risks and their mitigation plans are

updated and reviewed periodically by the Audit
Committee / risk Management Committee and are
integrated in the Business plan for each year. The
details of Constitution, scope and meetings of the
Risk Management Committee forms part of the
Corporate Governance Report. In the opinion of
the Board there are no risks that may threaten the
existence of the Company.

iv. Internal Financial Controls and their Adequacy:
Your company has an effective internal control
and risk mitigation system, which is constantly
assessed and strengthened with standard operating
procedures and which ensures that all the assets of
the Company are safeguarded & protected against
any loss, prevention and detection of frauds and
errors, ensuring accuracy and completeness of the
accounting records, timely preparation of reliable
financial information and that all transactions are
properly authorized and recorded. The Company
has laid down procedures to inform audit committee
and board about the risk assessment and mitigation
procedures, to ensure that the management
controls risk through means of a properly defined
framework. The Audit Committee evaluates the
internal financial control system periodically and
deals with accounting matters, financial reporting
and periodically reviews the Risk Management
Process.

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

v. Deposits: Your Company has not accepted any
public deposit under Chapter V of the Act.

vi. Transfer to Investor Education and Protection

Fund: The Company has transferred the unpaid
or unclaimed dividends declared for the financial
years 2015-16, to the Investor Education and
Protection Fund ('IEPF') established by the Central
Government. Details of dividends so far transferred
to the IEPF Authority are available on the website
of IEPF Authority and the same can be accessed
through the link: www.iepf.gov.in.

Further, the related shares with respect to above
unclaimed dividend were also duly transferred
to the IEPF Authority in the Financial Year
2023-24. Details of shares so far transferred to the
IEPF Authority are available on the website of the
Company viz. www.zeemedia.in. The said details
have also been uploaded on the website of the IEPF
Authority and can be accessed through the link:
www.iepf.gov.in.

The voting rights on the shares transferred to IEPF
Authority shall remain frozen till the rightful owner
claims the shares.

Subsequent to the transfer, the shareholders
concerned can claim the said shares along with
the dividend(s) by making an application to IEPF
Authority in accordance with the procedure available
on www.iepf.gov.in and on submission of such
documents as prescribed under the IEPF Rules.

Unclaimed Shares: As on March 31, 2025, your
Company had an outstanding balance of 22,238
unclaimed shares lying in the Suspense Account
of the Company. Necessary steps were taken
in Compliance with the Listing Regulations, for
sending the necessary reminders to the claimant of
the said shares, at the address available in the data
base of the Depository/Company.

The voting rights on the equity share(s) in the
Suspense Account shall remain frozen till the
rightful owners of such equity share(s) claim the
equity share(s).

vii. Transfer to General Reserve: During the year
under review, there was no amount transferred to
any of the reserves by the Company.

viii. Disclosure under Section 197(14) of the Act: During
the Financial Year 2024-25, the Executive Director
of the Company did not receive any remuneration
or commission from the 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
Committee functioning at various locations to
redress complaints regarding sexual harassment
and has adopted a Policy on prevention of Sexual
Harassment in line with the provisions of 'The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013'. Details of
complaints received during the year under review
are as follows:

a. Number of complaints of sexual harassment
filed during the Financial Year: Nil

b. Number of complaints of sexual harassment
disposed of during the Financial Year: Nil

c. Number of complaints of sexual harassment
pending as on end of the Financial Year: Nil

d. Number of cases pending for more than 90
days: NA.

x. A Statement for compliance of the provisions
relating to the Maternity Benefit Act, 1961:

The Company has complied with the provisions
of the Maternity Benefit Act, 1961, including the
amendments made thereto. All eligible women
employees have been extended the benefits as
per the Act, such as paid maternity leave, nursing
breaks, and other entitlements. The Company
remains committed to fostering a supportive and
inclusive work environment that ensures the
health, safety, and welfare of its women employees
in accordance with applicable laws. No compliant
has been received by the Company from any of the
employees in this regard during the year under
review

xi. Secretarial Standards: Pursuant to the provisions
of Section 118 of the Act, the Company has complied
with the applicable provisions of the Secretarial

Standards issued by the Institute of Company
Secretaries of India and notified by MCA.

xii. Extract of Annual Return: The Annual return in form
MGT-7 as required under Section 92 of the Act read
with Companies (Management & Administration)
Rules, 2014, is provided at the Investor Section on
the website of the Company at www.zeemedia.in

xiii. Compliance with Up-linking and Downlinking
Guidelines: The 'Up-linking and Downlinking
Guidelines of Satellite Television Channels' notified
by the Ministry of Information & Broadcasting on
November 9, 2022, is applicable on the Company
which, inter-alia, prescribes for voluntary public
service broadcasting obligation through broadcast
of event having themes of national importance,
which include education, health, welfare of women,
agriculture, etc. Your Company is engaged in the
broadcast of various National and Regional News
Channels, which broadcast is in itself in the nature
of voluntary public service. During the period under
review, various programs have been broadcasted on
the channels of the Company which have the theme
of national importance. Your Company believes
that news broadcasting by the Company helps
the viewers to gain knowledge, expand horizons,
improves quality of life and remain updated on
political developments, natural disasters, or societal
issues. It helps viewers stay aware of the happenings
around the world and strengthen democracy and act
as reliable sources of news, covering a wide range of
topics such as politics, economy, education, literacy,
agriculture & rural development, healthcare,
women welfare, national integration, social issues,
sports, and entertainment and fulfils an important
task of keeping the public informed about current
events. The said broadcasting contributes on a
regular basis, towards the nation and the society.

xiv. Regulatory Orders: During the Financial Year 2024¬
25, 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 Audited Financial Statements for
the Financial Year 2024-25, the Directors of the Company
state and confirm that:

a) The Financial Statements of the Company
comprising of the Balance Sheet as at March 31,
2025 and the Statement of Profit & Loss for the year
ended on that date, have been prepared on a going
concern basis;

b) In the preparation of these Financial Statements,
the applicable accounting standards have been
followed and there are no material departures;

c) Accounting policies selected are applied consistently
and the judgments and estimates related to the
financial statements have been made on a prudent
and reasonable basis, so as to give a true and fair
view of the state of affairs of the Company as at
March 31, 2025, and of the Loss of the Company for
the year ended on that date;

d) Proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act, for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

e) Requisite internal financial controls are laid down
and that such financial controls are adequate and
operating effectively; and

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

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

21. THE DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE
YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR

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

22. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND WHILE TAKING LOAN, ALONG WITH
THE REASONS THEREOF:

There has been neither any delay / default in repayment
obligation towards financial institutions nor has the
Company entered into any One-time settlement with any
financial institution, during the year under review.

23. INDUSTRIAL OPERATIONS

The Company maintained healthy, cordial and harmonious
industrial relations at all levels. The enthusiasm and
unstinting efforts of the employees have enabled the
Company to remain at the leadership position. It has
taken various steps to improve productivity across the
organization.

24. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate
to Management Discussion and Analysis, describing
the 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.

25. ACKNOWLEDGEMENTS

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.

By order of the Board

For Zee Media Corporation Limited

Susanta Kumar Panda

Chairman (Independent Director)

(DIN:07917003)

Dinesh Kumar Garg

Executive Director - Finance & Chief Financial Officer
(DIN: 02048097)

Place: Noida

Date: September 2, 2025