Share Wealth

Year End :2023-03

During the year under review, there was no change in the nature of
business of the Company and there have been no material changes
and commitments that have occurred after close of the financial year
till the date of this report, which affect the financial position of Zee
Entertainment Enterprises Limited (‘the Company’ or ‘ZEE’).

2. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013 (‘Act’),
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’)
and applicable Accounting Standards, the consolidated audited
financial statements of the Company for the financial year 2022-23
together with the Auditors’ Report forms part of this Annual Report.

3. DIVIDEND

With a view to conserve the resources for future business
requirements, your Directors were of the view that the current year’s
profit be ploughed back into the operations and hence no dividend
has been recommended for the year under review.

Dividend Distribution Policy of the Company is available on
the Company’s website at https://assets.zee.com/wp-content/
uploads/2020/09/Dividend-Distribution-Policy.pdf.

The closing balance of the retained earnings of the Company for the
financial year 2022-23, after all appropriations and adjustments was
'70,648 million.

4. BUSINESS OVERVIEW

FY23 was a challenging year for media and entertainment industry
given slowdown in Ad spending, pressure on subscription revenues
due to delay in NTO implementation and weak content performance
of Bollywood. As per FICCI EY report, the Television advertising grew
2% in 2022 to '312 billion, almost equalling its pre-COVID-19 levels
and Subscription revenue continued to fall for the third year in a row
due to reduction in pay TV homes.

During the year under review, Your Company’s revenue declined
by 1%. Advertising revenues declined by 7.7% to '40,579 million,
led by weak Ad spending by brands in an inflationary environment
caused by challenging macroeconomic factors like high input cost,
geopolitical risk and disrupted global supply chain. Ad revenues were
also adversely impacted by Zee Anmol’s withdrawal from DD Free
Dish. Subscription revenues increased by 2.7% YoY to '33,355 million
due to growth in ZEE5 and Music, partially offset by decline in linear
TV subscription. The NTO 3.0 was implemented on 1^st February and
had its initial implementation challenges, however, we are optimistic
about this paving way for positive growth in subscription revenue in
the industry and for the Company. Relatively subpar movie content
performance has also impacted theatrical revenues. This challenging
operating environment has adversely impacted your Company’s
performance during the year.

In domestic broadcasting business, your Company continued to be
amongst India’s robust and leading TV entertainment networks and
had a good year in terms of linear viewership gains in most of our key
frontline GEC channels. The decrease in network share from 17.0%in
FY22 to 16.8% this year is due to Zee Anmol’s exit from Free Dish,

a strategic decision across key broadcasters to fuel Pay TV growth.
Your Company gained viewership share in FY23 over FY22 in Zee
TV, Zee Tamil, Zee Telugu, Zee Kannada, Zee Bangla, Zee Odia, Zee
Punjabi and Zee Keralam.

In International broadcasting business the portfolio consists of over
40 dedicated channels and over 70 pass-through channels that
covers over 120 countries, your company’s international business
has adopted Indian content across the world. The content produced
by the parent network in India is broadcast overseas, and your
company is the first media and entertainment company to achieve
this.

On the Digital business ZEE5 has grown exponentially with focused
investments in creativity and innovation, strategically strengthening
its presence across India, offering enhanced viewing experiences,
and delivering increased value to our viewers. As a result, ZEE5 is
one among the top-rated OTT platform apps, both on iOS and Android
Play Store. Our original content is being well received, ZEE5 app user
experience has significantly improved and healthy growth in revenue
continues.

ZEE5 Global closed FY23 as the #1 South Asian platform across all
international markets, with a decisive lead in major markets like the
US, Europe, Middle East and key APAC markets.

Zee Studios, your company’s movie production, marketing, and
distribution business, has released over 30 movies and web-series
in FY23, in theatres and on streaming platforms, making it the largest
number of content pieces released by a single company in India in the
said fiscal, and these included various commercial successes across
different language categories, such as Mrs. Chatterjee vs Norway
(Hindi), Qismat II (Punjabi), Thunivu (Tamil), Dharmaveer (Marathi),
Vedha (Kannada), Dharavi Bank (Hindi series, streaming on MX
Player), Lost (Hindi, streaming on ZEE5). Zee Studios is also wining
global spotlight with premiers of its films curated especially for global
cinema audiences at leading global festivals.

Zee Music Company (ZMC), your company’s music publishing label
business is the 2^nd largest music label with more than ~134 million
subscribers on YouTube in India. Having acquired an expansive
catalogue of music rights across languages, it earned the status
of ‘second-most listened to’ Indian music label in a short period of
time. Its catalogue now consists of over 12,000 songs across over
20 languages.

And also the Company has identified that acquisition of sports
broadcasting rights is a strategic focus area and accordingly acquired
global media rights of the UAE based International League ILT20. The
Company has also entered into an agreement with Star India Private
Limited for acquiring license of the exclusive television broadcasting
rights of the International Cricket Council’s (ICC) Men’s and Under-19
global events for a period of four years (2024-2027). This acquisition
is subject to certain conditions precedent including submission of
financial commitments, guarantees and ICC approval for sub-licensing
to the Company and which are pending.

5. CHANGES IN CAPITAL STRUCTURE

During the year under review, the Company has issued and allotted
3,705 Equity Shares of '1/- each upon exercise of stock options
granted under the Company’s ESOP Scheme.

Consequent to the issuance of equity shares under ESOP Scheme,
the Paid-up Share Capital of the Company as on 31^st March 2023
stood at '960,519,420 comprising of 960,519,420 equity shares of
'1 each.

As on 31^st March 2023, promoters’ shareholding in the Company
was 3.99%.

6. CREDIT RATING

Brickwork Ratings India Private Limited revised the rating assigned
to the Company as the issuer of the Listed Bonus Preference Shares
to ‘BWR A-’ stable/downgrade & resolved from ‘BWR A’ Credit Watch
with Negative Implications and simultaneously withdrawn the same
on account of full redemption of the said Bonus Preference Shares.

7. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

As on 31^st March 2023, your Company had 19 (nineteen) subsidiaries
comprising of 3 (three) domestic direct/stepdown subsidiaries and
15 (fifteen) overseas direct/stepdown subsidiaries and 1 (one) Joint
Venture Company.

During the year under review:

• Pantheon Productions Limited, an overseas step-down subsidiary
company of the Company was dissolved with effect from
23^rd September 2022;

• Zee Studios International Limited, an overseas step-down
subsidiary company of the Company was dissolved with effect
from 23^rd September 2022; and

• 25% stake held by the Company in Asia Today Thailand Limited,
an associate company of the Company was sold by the Company
on 21^st December 2022. Accordingly, Asia Today Thailand Limited
ceased to be an Associate Company of the Company with effect
from 21^st December 2022.

Subsequent to closure of financial year:

• Expand Fast Holdings (Singapore) Pte Limited, an overseas step-
down subsidiary company of the Company was struck off with
effect from 4^th September 2023; and

• Zee UK Max Limited, an overseas wholly-owned step-down
subsidiary company of the Company has been incorporated in
UK on 28^th September 2023.

• Entire stake in Zingool Unmedia Limited (formerly known as
Zee Unimedia Limited), step-down subsidiary company of the
Company (‘ZUL’) was sold by Zee Studios Limited, wholly-owned
subsidiary of the Company on 17^th August 2023. Hence, ZUL
ceased to be a stepdown subsidiary of the Company with effect
from 17^th August 2023.

Apart from the above, there was no change in the number of
Subsidiary/ Associate/ Joint Venture of the Company either by way of
acquisition or divestment or otherwise during the year under review.

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

In accordance with the provisions of Regulation 16(1)(C) of the Listing
Regulations pertaining to the threshold for determining Material
Subsidiary of the Company, there was no Material Subsidiary of the
Company during the financial year 2022-23.

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

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

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

8. COMPOSITE SCHEME OF ARRANGEMENT

The Board of Directors of the Company at its Board Meeting held
on 21^st December 2021 had considered and approved (subject to
requisite approvals/consents) the Scheme of Arrangement under
Sections 230 to 232 and other applicable provisions of the Act
amongst the Company, Bangla Entertainment Private Limited (‘BEPL’)
and Culver Max Entertainment Private Limited (formerly known as
Sony Pictures Networks India Private Limited) (‘CMEPL’) and their
respective shareholders and creditors (‘Scheme’). The Scheme
provides for, inter alia, the merger of the Company and BEPL into
CMEPL; the consequent issue of equity shares of CMEPL to the
shareholders of the Company and BEPL, in accordance with Sections
230 to 232 of the Act; dissolution without winding up of the Company
and BEPL; appointment of Mr. Punit Goenka, Managing Director &
Chief Executive Officer of CMEPL on the terms set out in the Scheme;
and amendment of the Articles of Association of CMEPL. The Scheme
is sanctioned/approved by:

• The BSE Limited and the National Stock Exchange of India Limited
vide their observation letters dated 29^th July 2022;

• The Competition Commission of India vide its letter dated 4^th
October 2022;

• Shareholders of the Company at the meeting held on 14^th October
2022 convened under the directions of the National Company Law
Tribunal, Mumbai Bench (‘NCLT’);

• The Official Liquidator by way of report dated 3^rd January 2023 on
the Scheme, inter alia, stating that the affairs of the Company have
been conducted in a proper manner and raising no objections to
the Scheme;

• The Regional Director, Western Region, Ministry of Corporate
Affairs, by way of report dated 10^th January 2023, inter alia, stating
that he did not have any objections to the Scheme; and

• On the basis of the above no-objections and approvals, the NCLT
by order dated 10^th August 2023 sanctioned the Scheme.

The Company is in the process of making an application with the
Ministry of Information and Broadcasting for transfer of the licenses
relating to the up-linking and down-linking of television channels
obtained by the Company to CMEPL, pursuant to the Scheme.

The Scheme shall become effective upon fulfilment of all the
conditions precedents mentioned in the Scheme.

The Scheme is in the interest of the shareholders, creditors, and all
other stakeholders of the Company, CMEPL and BEPL and the public
at large.

9. EMPLOYEE STOCK OPTION SCHEME

An aggregate of 3,705 Stock Options granted by the Company in
pursuance of ZEE ESOP Scheme 2009 to Mr. Punit Misra, President
- Content and International Markets, were outstanding as on 1^st April
2022. Upon exercise of vested Stock Options by Mr. Misra, 3,705
Equity Shares were issued and allotted to him during FY 2022-23 and
no unvested Stock Option was outstanding since then.

Requisite disclosures as required under Regulation 14 of Securities
and Exchange Board of India (Share-Based Employee Benefits
and Sweat Equity) Regulations, 2021 is annexed to this Annual
Report as Annexure B. The Secretarial Auditors of the Company
M/s. Vinod Kothari & Co., Company Secretaries (Firm Registration
No. P1996WB042300) have certified that the Company’s Employee
Stock Option Scheme has been implemented in accordance with
the Securities and Exchange Board of India (Share-Based Employee
Benefits and Sweat Equity) Regulations, 2021 and the resolution
passed by the shareholders.

Further, during the period under review, as a part of conditions
precedent as per the Merger Cooperation Agreement amongst the
Company, BEPL and CMEPL, the Board of Directors, in their meeting
held on 11^th November 2022, approved the termination of ZEEL ESOP
Scheme 2009 with immediate effect.

10. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, total CSR obligation of the Company
was '37,47,28,441 as per Section 135 of the Act.

The Company had contributed an aggregate of '37,47,28,441 towards
various CSR Projects detailed in the Annual Report on CSR annexed
to this report which includes '11,90,65,303, allocated for the ongoing
projects and transferred to ‘the Unspent CSR Account for FY 2022-23’
of the Company on 27^th April 2023 as per provision 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 CSR
Rules as amended from time to time, Annual Report on CSR activities
for the financial year ended 31^st March 2023 is annexed to this Annual
Report as Annexure C.

11. CORPORATE GOVERNANCE AND POLICIES

In order to maximise shareholders’ value on a sustainable basis,
your Company has been constantly reassessing and benchmarking
itself with well-established Corporate Governance practices besides
strictly complying with the requirements of Listing Regulations,
applicable provisions of the Act and 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 had approved various Policies including
Code of Conduct for Directors and Senior Management, Policy for
Determining Material Subsidiary, Document Preservation Policy,
Policy for Determination of Materiality of Events and Information,
Fair Disclosure Policy, CSR Policy, Whistle-Blower & Vigil Mechanism
Policy, Policy on Dealing with Materiality of Related Party Transaction,
Nomination and Remuneration Policy, Insider Trading Code and
Dividend Distribution Policy. These policies & codes along with the
Directors Familiarisation Programme and terms and conditions for
appointment of Independent Directors are available on Company’s
website at https://www.zee.com/corporate-governance/.

In compliance with the requirements of Section 178 of the Act, the
Nomination & Remuneration Committee of your Board had fixed
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.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL
I. Board of Directors

The Company has a balanced Board with a combination of Executive
and Non-executive Directors. The Board currently comprises of 6 (six)
Directors including 1 (one) Executive Director, 1 (one) Non-executive
Director and 4 (four) Independent Directors which includes one
Independent Woman Director.

During the year under review:

a. Mr. R. Gopalan was re-appointed as an Independent Director
of the Company for the second term of three years from expiry
of his first term on 24^th November 2022.

b. Mr. Piyush Pandey ceased to be an Independent Director of
the Company upon completion of his first term of three years
on 23^rd March 2023.

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 financial year, the re-appointment of Ms. Alicia
Yi (DIN: 08734283) as an Independent Director of the Company for
a second term of 3 years effective from 24^th April 2023 to 23^rd April
2026 did not get requisite majority of votes from Shareholders of
the Company as required under regulation 25 (2A) of the Listing
Regulation. Consequently, Ms. Alicia Yi ceased to be an Independent
Director of the Company with effect from 13^th July 2023. Subsequently,
based on the recommendation of Nomination & Remuneration
Committee and subject to the approval of the shareholders, the Board
had approved the appointment of Ms. Deepu Bansal (DIN: 09497525)
as an Additional Director in the category of Independent Director of
the Company for a term of 3 years effective from 13^th October 2023.

The Nomination & Remuneration Committee after considering the
performance evaluation of Mr. Vivek Mehra and Mr. Sasha Mirchandani
during their first term of three years and considering their knowledge,
acumen, expertise, experience and substantial contribution and time
commitment, has recommended to the Board their re-appointment
for a second term of three years. Based on the recommendation of
the Nomination & Remuneration Committee, the Board, at its meeting

held on 9^th November 2023, has recommended the reappointment
of Mr. Vivek Mehra and Mr. Sasha Mirchandani as Independent
Directors, not liable to retire by rotation, for a second term of three
years effective from 24^th December 2023 to 23^rd December 2026.

Accordingly, the notice of ensuing Annual General Meeting (‘AGM’)
includes following proposals, seeking members’ approval by way of
Special Resolutions for:

• appointment of Ms. Deepu Bansal as an Independent Director
of the Company for a term of 3 years effective from 13^th October
2023; and

• re-appointment of Mr. Sasha Mirchandani and Mr. Vivek Mehra as
Independent Directors for the second term of 3 years from expiry
of their first term on 23^rd December 2023.

Your Company has received notices from the members proposing the
appointment of Ms. Deepu Bansal and re-appointment of Mr. Sasha
Mirchandani and Mr. Vivek Mehra as Independent Directors. Further,
based on performance evaluation process and communication
received from them, the Board of Directors has ensured that they
continue to meet the criteria of Independence.

Declaration of independence from Independent Directors

In terms of Section 149 of the Act and Regulation 16(1)(b) of the Listing
Regulations, Mr. R. Gopalan, Mr. Sasha Mirchandani, Mr. Vivek Mehra
and Ms. Deepu Bansal 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 of 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 of the integrity,
expertise and experience (including proficiency in terms of Section
150(1) of the Act and applicable rules thereunder) of all Independent
Directors on the Board.

Number of meetings of the Board

During the financial year 2022-23, the Board of Directors met 4
(Four) times. The details of the meetings of the Board of Directors
of the Company convened and attended by the Directors during the
financial year 2022-23 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. Adesh Kumar Gupta, Non-executive
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.

The Managing Director & CEO and Independent Directors of the
Company are not liable to retire by rotation.

II. Key Managerial Personnel

Key Managerial Personnel of the Company as on 31^st March 2023
comprised of Mr. Punit Goenka, Managing Director & CEO, Mr. Rohit
Kumar Gupta, Chief Financial Officer and Mr. Ashish Agarwal, Chief
Compliance Officer & Company Secretary.

13. 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 2022-23. 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. Performance evaluation
of independent directors was done by the entire Board, excluding the
independent director being evaluated.

14. BOARD COMMITTEES

In compliance with the requirements of Act and Listing Regulations,
your Board has constituted various Board Committees including
Audit Committee, Risk Management Committee, Nomination &
Remuneration Committee, Stakeholders Relationship Committee and
Corporate Social Responsibility Committee. Details of the constitution
of these Committees are available on the website of the Company
at https://www.zee.com/corporate-governance/#. Details 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 which is
annexed to this report.

15. AUDITORS
Statutory Audit

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

The Statutory Audit Report of M/s. Walker Chandiok & Co LLP,
Chartered Accountants, do not contain any qualification, reservation
or adverse remarks on Standalone and Consolidated Audited
Financial Results of the Company for the financial year 2022-23. The
Auditors’ Reports are enclosed with the financial statements in the
Annual Report.

Secretarial Audit

During the year under review, M/s. Vinod Kothari & Co., Company
Secretaries (Firm Registration No. P1996WB042300) were appointed
as the Secretarial Auditors to conduct the Secretarial Audit of
your Company for the financial year ended 31^st March 2023. The
unqualified Secretarial Audit report is annexed to this Annual Report
as Annexure D.

Further, pursuant to the provisions of Regulation 24A read with SEBI
Circular no. CIR/CFD/CMD1/27/2019 dated 8^th February 2019, the
Secretarial Compliance Report, issued by Secretarial Auditors of
the Company, confirming that the Company had complied with all
applicable SEBI Regulations/circulars/guidelines during the financial
year ended 31^st March 2023, was filed with the stock exchanges.

Cost Audit

In compliance with the provisions of Section 148 of the Act read with
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 financial year 2022-23. Requisite proposal for
ratification of remuneration payable to the Cost Auditor for FY 2022¬
23 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.

16. HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

In the fiscal year 2022-23, the Company continued its journey of
transformation, building on the successes of FY21-22. Our focus
remained on reshaping the organisation for success in a fast-
evolving digital world, despite the ongoing challenges posed by the
global pandemic. We emphasised excellence in culture & capability,
leadership, employee experience, diversity, employer brand, and our
unwavering commitment to recognising our employees’ achievements
through our rewards and recognition programmes.

We stand at the forefront of fostering an exceptional culture of ongoing
upskilling and excellence. The Academy of Excellence, our guiding
beacon, is framed through a robust 4X4 Framework, showcasing pillars
of Compliance, ZEEcademy, Lead-Your-Ship & Techno-Functional
Academy (Compliance, Digital Learning, Leadership Development,
and Techno-Functional Skills) cut across by the beams of Integrated
Academic Journeys, Assessments & Certifications, Learner Centric
Technology & Career Progression.

Leadership development under the Lead-Your-Ship pillar has been
exemplary, with the Arise & Aspire initiatives amassing over 15,000
man hours, and 1800 (leader and individual contributor) man days
signifying robust engagement and dedication across our teams.
ZEEcademy, our digital learning platform, boasts a notable 99.5%
adoption rate, over 57% monthly active user rate, and exceeding 92%
content completion rate. It has grown from just 100 initial learners to

a whopping 3572 learners, consistently breaking AMEA and global
benchmarks. A significant leap in our Net Promoter Score (NPS),
from 28 to 63, underscores the marked enhancement in learner
satisfaction and the substantial upscaling of our organisational
capabilities. Our adherence to compliance is paramount, reflected
in the 100% completion of modules such as Digital Induction and
POSH. This unwavering commitment to regulatory standards is the
cornerstone of our organisational ethos.

Our innovative strategies have been globally acclaimed, receiving 20
Indian and international awards from prestigious bodies like Brandon
Hall, TISS CLO, ET HR World, Financial Times, Business Standards and
which is a testimony of our impactful developmental and capabilities
practices.

Recognising the importance of fostering a culture of appreciation,
we have made significant efforts to improve how our employees
are recognised. Our initiative aims to simplify and streamline the
recognition process, making it real-time and inclusive. As a result of
these efforts, we are proud to have received two prestigious awards
in FY23: the Titan Business Award in November 2022 and the ET
Human Capital Award in February 2023. These accolades affirm our
commitment to cultivating a culture of appreciation at ZEE.

At ZEE, Diversity, Equity, and Inclusion (D&I) are pivotal to our
corporate ethos. Our commitment to D&I is reflected through various
initiatives, including the ‘ZEE DEI Digest’ podcast, ‘Embracing Equity’
celebrations, and ‘DigitALL’ for empowering our teams. We maintain
a gender-neutral median salary and prioritise inclusive facilities in
our office design. Our unwavering dedication to D&I is instrumental
in creating a dynamic and adaptable workforce, poised to excel in
today’s interconnected market.

At ZEE, we prioritise our employees’ well-being and safety. We’ve
introduced various measures, including on-site medical services,
counselling, wellness events, health checks, yoga sessions, and
blood donation drives. Our offices are equipped with advanced safety
features. We offer competitive insurance, supportive leave policies,
and a secure work environment to ensure their care and protection.

The fiscal year 2022-23 has been marked by exceptional achievements,
recognising our commitment to HR excellence, employee well-being,
and a culture of appreciation. Looking ahead, we remain dedicated
to raising the bar for excellence, pushing boundaries, and shaping
the future of HR at ZEE. We are laser focused on refining and
elevating our learning programmes, based on employee feedback
and industry best practices, to ensure continuous improvement and
drive innovation within ZEE. Our vision remains steadfast—to uphold
ZEE’s position as a trailblazer in the realm of employee development
and organisational culture.

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 E.

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

Your Company is in the business of Broadcasting of General
Entertainment Television Channels and extensively uses world-class
technology in its Broadcast Operations. However, since this business
does not involve any manufacturing activity, most of the Information

required to be provided under Section 134(3) (m) of the Act read with
the Companies (Accounts) Rules, 2014, are Nil/Not applicable. The
information, as applicable, are given hereunder:

Conservation of Energy: Your Company, being a service provider,

requires minimal energy consumption and every endeavour is made
to ensure optimal use of energy, avoid wastages and conserve energy
as far as possible.

Technology Absorption: Your Company has made significant
progress towards a Globally Integrated Media Interface Machine with
an interoperable constellation of solutions which span Integration
with Global Digital and Social Distribution Platforms, Sports, Live
Events and Digital and OTT Platforms. Using advanced interfaces
including SCTE based content management, Ad Serving Infra and
FAST and Cloud Interfaces, the Company stands transformed as a
major player in a mixed delivery landscape.

Having successfully carried out major upgradations in liner broadcast,
redundant media architectures, disaster recovery and OTT it now
delivers content globally using its media fabric comprising of physical
and cloud components fabric. It has also embraced a new Security
Services Architecture for security of content and a Distribution
Services Architecture for cutting edge delivery devices including
intelligent decoders, cloud, streaming and linear deliveries.

Foreign Exchange Earnings & Outgo: During the financial year 2022¬
23, the Company had Foreign Exchange earnings of '5,262 million
and outgo of '2,034 million.

18. DISCLOSURES

i. Particulars of loans, guarantees and investments: Particulars

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

ii. Transactions with Related Parties: All contracts/arrangements/
transactions entered by the Company during the financial
year with related parties were on an arm’s length basis, in
the ordinary course of business and in compliance with the
applicable provisions of the Act, Listing Regulations and Policy
on dealing with and materiality of Related Party Transactions.
During FY 2022-23, there were no material Related Party
Transactions entered into by the Company with Promoters,
Directors, Key Managerial Personnel or other Designated
Persons which 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 placed before the Audit Committee for its
review on a quarterly basis. During the year under review, there
have been no material related party transactions entered into
by the Company 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. 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
in 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 a Whistle Blower 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 at https://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 evaluates the internal
financial control system periodically and at the end of each
financial year and provides guidance for strengthening of such
controls wherever necessary. During the year under review, no
fraud has been 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.

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 2014-15 aggregating
to '2.39 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 had transferred

37,755 Unclaimed Equity Shares of '1 each to the beneficiary
account of IEPF Authority.

Subsequent to the end of the financial year, the Company has
transferred unclaimed dividend form financial year 2015-16
amounting to '3 million to the Investor Education and Protection
Fund. Further, in compliance with the requirements of IEPF
Rules 15,669 equity shares of '1 each in respect of which
dividend has not been claimed for seven consecutive years
were transferred to beneficiary account of IEPF Authority.

The said Unclaimed Dividend and/or Unclaimed Equity Shares
can be claimed by the Shareholders from IEPF Authority after
following process prescribed in IEPF Rules. During FY 2022-23,
an aggregate of 262 Unclaimed Equity Shares of the Company
were re-transferred by the IEPF Authority to the beneficiary
accounts of respective Claimants, upon specific refund claims
and completion of verification process by the Company and
IEPF Authority.

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

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

During the year under review, one complaint was received by
the Company and was investigated in accordance with the
procedure and resolved.

Hence, no complaint is pending at the end of the FY 2022-23.

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

xi. The Managing Director of the Company does not receive any
remuneration or commission from any of its subsidiaries.

xii. IndusInd Bank Limited (IndusInd Bank) had filed an application
for initiation of Corporate Insolvency Resolution Process
(‘CIRP’) against the Company before the NCLT, claiming
debt and default of '83.08 crore. The Company had filed an
Interlocutory Application before the NCLT seeking an outright
dismissal/ rejection of the petition filed by IndusInd Bank. The
NCLT pronounced its order admitting the Company to CIRP
on 22^nd February 2023. Challenging the said Order, an appeal
was filed by Mr. Punit Goenka, Managing Director & CEO of the
Company before the National Company Law Appellate Tribunal
(‘NCLAT’). The NCLAT directed IndusInd Bank to file its reply
and the Company to file rejoinder. The appeal was listed for
final disposal on 29^th March 2023 and till that time the order
dated 22^nd February 2023 passed by NCLT was stayed. On
29^th March 2023, the Company and IndusInd bank entered into

a settlement agreement pursuant to which all disputes and
claims have been settled by 30^th June 2023. IndusInd Bank
has also withdrawn its objection to the scheme on the basis of
the settlement. Accordingly, in view of the settlement between
the Company and IndusInd Bank, impugned order dated 22^nd
February 2023, is set aside and appeal filed by IndusInd Bank
is disposed-off.

I DBI Bank Limited (IDBI Bank) had also filed an application
for initiation of CIRP against the Company before the NCLT
claiming debt and default of '149.6 crore. The Company filed
an application before the NCLT under Section 10A of the
Insolvency and Bankruptcy Code, 2016 (‘IBC’) seeking dismissal
of IDBI Bank’s application. The NCLT, vide order dated 19^th May
2023, allowed the Company’s application under Section 10A
and dismissed IDBI Bank’s application stating that it is barred
under Section 10A of the IBC and it is not in accordance with
the intent and purport of the IBC. Challenging the said order,
IDBI Bank has filed an appeal before the NCLAT, which is listed
for hearing on 8^th December 2023.

I ndian Performing Right Society Ltd (‘IPRS’) had also filed an
application for initiation of CIRP against the Company, before
NCLT, claiming a default of '211.41 crore. The Company and
IPRS entered into a settlement agreement by which all disputes
and claims were settled. IPRS withdrew the application filed
under IBC and Companies Act (objecting to the approval of the
Scheme) and the NCLT disposed-off the matter by order dated
9^th March 2023.

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

xiii. Standard Chartered Bank (SCB) had sanctioned certain
credit facilities to Siti Networks Limited (the Borrower) which
was inter-alia secured by DSRA support and undertaking of
the Company. Since, the Borrower has defaulted in its debt
repayment obligations to SCB, the Company has entered into
one-time settlement agreement with SCB in respect of DSRA
Claims/Undertaking in the interest of amicably resolving the
issues between the parties.

19. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, in relation to the Annual Accounts
for the financial year 2022-23, your Directors confirm that:

(a) The Annual Accounts of the Company have been prepared on
a going concern basis;

(b) I n the preparation of the Annual Accounts, the applicable
accounting standards had been followed and there is no
material departures;

(c) The accounting policies selected were applied consistently and
the judgements and estimates related to these annual accounts
have been made on a prudent and reasonable basis, so as to
give a true and fair view of the state of affairs of the Company
as on 31^st March, 2023, 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.

20. ACKNOWLEDGEMENTS

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