To the Members,

The Board of Directors are pleased to present the 44^th Annual Report of Zee Entertainment Enterprises Limited ('Z' or 'the Company') along with the audited standalone and consolidated financial statements for the financial year ended March 31, 2026.

The financial performance of your Company for the financial year ended March 31, 2026 is summarized below:

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

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

Your Board in its meeting held on May 19, 2026, has recommended a final dividend of Rs.21- per equity share of the face value of Rs.1/- each for the financial year ended March 31, 2026, subject to the approval of the Members of the Company at the ensuing Annual General Meeting ('AGM').

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

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

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

Transfer to Reserves

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

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

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

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

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

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

Your Company's digital business, including ZEES, has grown at a Compounded Annual Growth Rate (CAGR) of 27% since FY24, reaching Rs.14,888 million. This growth has been driven by an enhanced content offering across seven languages and a revised pricing strategy, resulting in improved performance, enhanced viewing experience, and increased value delivered to viewers. ZEES significantly expanded its digital offerings, releasing over 120 shows and movies, including 34 originals. ZEES continues to be one of the top-rated OTT platform applications across both iOS and Android platforms.

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

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

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

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

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

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

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

Zee Music Company (ZMC), your Company's music publishing label, has built a strong presence with over -176 million subscribers on YouTube in India. With an expansive catalogue of music rights across languages, ZMC has emerged as the second-most-listened-to Indian music label within a short period. Its catalogue comprises over 20,000 songs across more than 20 languages.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

During the year under review:

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

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

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

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

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

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

In accordance with the provisions of Regulation 16(1)(C) of the Listing Regulations and the Company's Policy for Determining Material Subsidiaries, the Company did not have any Material Subsidiary during the financial year 2025-26.

The policy for determining material subsidiaries of the Company is available on the website of the Company at

https://assets.zee.com/wp-content/uploads/2020/09/

Policy-on-material-subsidiary.pdf.

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

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

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

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

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

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

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

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

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

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

• Restructuring and Reorganisation of Syndication Business

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

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

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

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

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

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

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

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

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

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

• Ideabaaz Tech Private Limited (ITPL)

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

• Culture of Real Experiences Private Limited (CORE)

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

• Phantom Digital Effects Limited (PDEL)

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

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

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

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

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

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

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

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

During the year under review, the total CSR obligation of the Company was Rs.17,79,19,623 as per Section 135 of the Act. The Company spent an aggregate amount of Rs.17,79,19,623 towards various CSR Projects, as detailed in the Annual Report on CSR annexed to this report No amount remained unspent in respect of any ongoing project for FY 2025-26 and, accordingly, no amount was required to be transferred to Unspent CSR Account, in accordance with the provisions of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ('CSR Rules'), as amended from time to time.

In compliance with the provisions of Section 135 of the Act and the CSR Rules, as amended from time to time, the Annual Report on CSR activities for the financial year ended March 31,2026 is annexed to this Annual Report as Annexure - B. Furthermore, the Company has adopted a Board Approved CSR policy in compliance with Section 135 of the Act, which can be accessed at https://assets- prod.zee.com/wp-content/uploads/2026/Q5/ZEE-CSR- policv with AAP FY 26%201.pdf. The salient features of the CSR Policy are provided in the Annual Report on CSR. Additionally, there were no changes in the CSR policy during the year under review.

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

In terms of Schedule V of the Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by M/s. Vinod Kothari & Co., Company Secretaries (Firm Registration No. P1996WB042300), Secretarial Auditors of the Company forms part of this Annual Report. Management Discussion and Analysis Report as per Listing Regulations is presented in a separate section forming part of this Annual Report.

In compliance with the requirements of the Act and the Listing Regulations, your Board has approved various Policies including Code of Conduct for Board of Directors (Including Independent Director) & Senior Management, Policy for Determining Material Subsidiary, Policy on Preservation of Records, Policy for Determination of Materiality of Events and Information, Policy on Fair Disclosure of Unpublished Price Sensitive Information, Corporate Social Responsibility Policy, Whistle Blower & Vigil Mechanism Policy, Policy on Dealing with Materiality of Related Party Transaction, Nomination and Remuneration Policy, Treasury Management Policy, Risk Policy, Insider Trading Code and Dividend Distribution Policy. These policies & codes along with the Directors Familiarization Programme and terms and conditions for appointment of Independent Directors are available on Company's website 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 has established various criteria for nominating a person on the Board which inter alia includes the requirement of desired size and composition of the Board, age limits, qualification, experience, areas of expertise and independence of individual. The said policy can be accessed at https://assets-prod.zee. com/wp-content/uploads/2026/08/Nomination & Remuneration policy Full Aug26.pdf and there was no change in the policy during the year under review.

The Company has a balanced Board comprising a mix of Independent and Non- Executive Directors. As on date of this report, the Board comprises of 7 (seven) Directors including 2 (two) Non- Executive Non-Independent Director, and 5 (five) Independent Directors which includes two Independent Woman Directors.

During the year under review:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

During the financial year 2025-26, the Board of Directors met 12 (twelve) times. The details of the meetings of the Board of Directors of the Company convened and attended by the Directors during the financial year 2025-26 are given in the Corporate Governance Report which forms part of this Annual Report.

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

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

Pursuant to the provisions of the Act and Listing Regulations, the evaluation of annual performance of the Directors, Board and Board Committees was carried out for the financial year 2025-26. The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Annual Report.

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

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

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

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

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

The Statutory Auditors Report issued by M/s. Walker Chandiok & Co LLP, Chartered Accountants, does not contain any qualification, reservation or adverse remarks on Standalone and Consolidated Audited Financial Results of the Company for the financial year 2025-26. The Auditors' Reports are enclosed with the financial statements in the Annual Report.

During the year under review, M/s. Vinod Kothari & Co., Company Secretaries (Firm Registration No. P1996WB042300) were appointed as the Secretarial Auditors to conduct the Secretarial Audit of your Company for the financial year ended March 31, 2026. The unqualified Secretarial Audit report is annexed to this Annual Report as Annexure-C. Further, the Members, at the 43^rd Annual General Meeting, approved the appointment of M/s. Vinod Kothari & Company as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from FY 2025-

26 and ending with FY 2029-30.

Pursuant to the provisions of Regulation 24A read with all the relevant SEBI Circular, the Secretarial Compliance Report, issued by Secretarial Auditors of the Company, confirming that the Company had complied with all applicable SEBI Regulations/ circulars/guidelines during the financial year ended March 31, 2026, was filed with the stock exchanges.

In compliance with the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, M/s. Vaibhav P Joshi & Associates, Cost Accountant, (Firm Registration No. 101329) was appointed as Cost Auditor to conduct the Audit of Cost Records of the Company for the financial year 2026-27. The requisite proposal for ratification of remuneration payable to the Cost Auditor for the financial year 2026-27 by the Members as required under Rule 14 of the Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing AGM.

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

The Cost Audit Report for the financial year 2025-26 as issued by M/s. Vaibhav P Joshi & Associates, Cost Accountant, (Firm Registration No. 101329), does not contain any qualification, reservation or adverse remarks.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Foreign Exchange Earnings & Outgo: During the financial year 2025-26, the Company had Foreign Exchange earnings of Rs. 5,443 million and outgo of Rs. 1,796 million.

i. Particulars of loans, guarantees and investments:

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

ii. Transactions with Related Parties:

All contracts/ arrangements/transactions entered by the Company during the year under review with related parties were on an arm's length basis, in the ordinary course of business and in compliance with the applicable provisions of the Act, Listing Regulations and Policy on dealing with and materiality of Related Party Transactions. During FY 2025-26, there were no material Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons that may have a potential conflict with the interest of the Company at large.

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

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

iii. Risk Management:

Your Company has well- defined operational processes to ensure that risks are identified and the operating management is responsible for identifying and implementing the mitigation plans for operational and process risks. Key strategic and business risks are identified and managed by senior management team with active participation of the Risk Management Committee. The risks that matter and their mitigation plans are updated and reviewed periodically by the Risk Management Committee of your Board and integrated into the Business plan for each year. Further, subsequent to implementation of stringent policies on content advances as per the

Risk Management Committee directives which include parameters like milestone-based advances etc., the committee also regularly monitors the adherence of the policy to ensure the level of advances commensurate with the operations of the Company. The details of constitution, scope and meetings of the Risk Management Committee forms part of the Corporate Governance Report. In the opinion of the Board, currently, there are no risks that may threaten the existence of the Company.

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

v. Internal Financial Controls and their adequacy:

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

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

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

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

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

The said Unclaimed Dividend and/or Unclaimed Equity Shares can be claimed by the Shareholders from IEPF Authority by following the process prescribed under the IEPF Rules. During FY2025- 26, an aggregate of 3,414 Unclaimed Equity Shares of the Company were re-transferred by the IEPF Authority to the beneficiary accounts of respective Claimants, upon submission of specific refund claims and completion of verification process by the Company and IEPF Authority.

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

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

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

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

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

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

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

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

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

IDBI Bank Limited ('IDBIBank')hadfiled an application for initiation of CIRP against the Company before Hon'ble NCLT claiming debt and default of Rs. 149.6 crore. The Company filed an application before the Hon'ble NCLT under Section 10A of the IBC seeking dismissal of IDBI Bank's application. The NCLT, vide order dated May 19, 2023, allowed the Company's application under Section 10A and dismissed IDBI Bank's application stating that it is barred under

Section 10A of IBC and it is not in accordance with the intent and purport of IBC. An appeal filed by IDBI Bank before Hon'ble NCLAT challenging the said order was dismissed vide order dated April 7, 2025.

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

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

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

Pursuant to Section 134 (5) of the Act, in relation to the annual accounts for the financial year 2025-26, your Directors confirm that:

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

b) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;

c) the accounting policies selected were applied consistently and the judgments and estimates related to these annual accounts have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as on March 31, 2026, and, of the profits of the Company for the financial year ended on that date;

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

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

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

Our Directors acknowledge with appreciation the commitment, dedication and collective efforts of the employees of the Company during the year. Their contribution has been instrumental in supporting the Company's operations and advancing its strategic objectives in an evolving business environment. Your Directors also convey their sincere appreciation to the Company's viewers, customers, content partners, producers, vendors, advertising agencies, distribution partners, technology partners, investors, bankers, regulatory authorities and other stakeholders for their continued trust, cooperation and support.