Thank you, Mahesh. Good evening, everyone. I hope all of you are doing well. Thank you for taking the time out today to join the call as we discuss the company's performance in the third quarter of financial year 2024. I am accompanied today by our CFO, Rohit Gupta, who will take you through the Company’s performance and overall market dynamics in detail, while I will touch upon our plans for the future. Before we begin, let me address the points pertaining to the merger. As you all are aware, the Company’s proposed merger was terminated by Sony through a communication received on 22 nd January 2024. The same was reviewed by our Board and appropriate steps have been taken in consultation with the legal experts, that are in the best interest of all our shareholders and stakeholders. We have even

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approached the National Company Law Tribunal (NCLT) to seek directions on the implementation of the scheme. I would like to mention that as a member of the founding family of ZEE, as a shareholder of the Company, and most importantly, as the leader of this organisation, I certainly wanted the merger to be implemented. In line with this aspiration, we even took several steps towards divestment or closure of profitable businesses in the domestic and international markets. I personally offered several proposals and solutions to Sony, to address their demands, but unfortunately, they remained unaccepted. Since the matter is sub-judice, I would not like to say more and let the law take its own course. I am a firm believer in learning from the past, living in the present and believing in the future. Therefore, I would prefer to talk about the Company and its potential to deliver a stronger growth trajectory going forward. Over the last few years, the overall macro -economic environment remained soft due to weak consumption patterns in some markets. As a result, the advertisement revenues were impacted. Subscription revenue growth, on the other hand, also remained impacted d ue to the NTO related issues. The headwinds are certainly beginning to ease, since the slowdown is cyclical and transitory in nature; and not a structural one. Although we continue to post moderate growth, the momentum remains slow as the overall sentiment is yet to fully recover. As a result, we are implementing certain strategic steps, in order to enhance our performance in the coming quarters. I want to take this opportunity to reiterate that ZEE continues to have strong business fundamentals. The Company’s intrinsic value remains intact, and I have chalked out a firm and structured plan to bring back our margins to industry-beating levels and drive growth for the future. How I envisage taking the Company forward in the coming quarters, is centred around three key aspects, which are part of our intrinsic DNA. The first being, Frugality. Second is Optimisation And third, but the most important is Sharp Focus on Quality Content. ZEE is well-equipped for the future with immense capabilities to identify and capture the emerging opportunities in an evolving landscape. We are agile, with a strong entrepreneurial spirit, making us the best across the industry. The three -pronged approach I mentioned, will elevate and further streamline our existing capabilities in

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line with our robust growth plans. Let me briefly touch upon each of the three points I just mentioned. Over the last three decades, the Company has been recognised for its fiscal prudence across the industry, and going forward, there will be a sharper emphasis on Frugality, with a crystal-clear focus on quality and output. Across verticals – including technology, content, and marketing we are implementing steps to optimise spends and enhance the return on investments. A sound recalibration of the OTT cost structure will be an integral part of this process. In terms of Optimisation, our aim is to enhance our productivity by implementing a structured resource optimisation drive. This also means enhancing the level of synergies and reducing overlaps between businesses. On the revenue side, we will take steps to increase the value delivery to our advertisers; apart from exploring alternate content monetization avenues. This also includes leveraging the strength and reach of our platforms. Amidst this, we will continue to maintain a sharp Focus on Quality Content by streamlining our content creation process for quality output without compromising on the delivery. Quality over quantity will be our mantra going forward. For example, it may result in creation of relatively lesser number of originals if required; but we will ensure that every piece of content we create, is superior in quality and captivating for our audiences. We remain optimistic that the results of these structured steps, over the next few quarters, will start reflecting in the Company’s performance. A gradual recovery in margins is expected to reflect from the second half of FY25. We certainly expect FY25 margins to be meaningfully better than FY24. My focus is on enhancing the performance of the Company to achieve the targeted recovery, and we remain committed towards further fortifying our portfolio and competing effectively in the industry. Our FY 2026 aspiration will be to target 18 to 20% industry-leading EBITDA margin profile. ZEE as a company is well -positioned to capitalise the growth opportunities. As a pioneer, ZEE has a rich legacy of over 3 decades, with a proven content creation expertise across languages and markets. We remain confident that ZEE’s fundamentals

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remain unmatched across the industry, and the Company is well-equipped to compete as a major player in the sector. A sector, which undoubtedly has significant headroom for growth, given the rising income levels. Content consumption has significant headroom to grow due to lower penetration, favourable demographics , and affordability. The sector also offers a conducive infrastructure, paving way for a long - term growth of the digital ecosystem. Harnessing the potential of the Company, of the industry at large; and most importantly, with the continued trust and support of our shareholders, I remain certain that ZEE will return to its strong operating levels, generating higher value for all our stakeholders. A steady state aspiration will be to target 8 to 10% CAGR revenue growth, with digital business growing at a much faster pace. Over the years, all our efforts have ensured that the shareholders’ interests are protected, and I seek their faith in our abilities as we implement the strategic steps for a better tomorrow. On that note, I would like to hand over the call to Rohit, to share the financial and operating metrics of our performance in the third quarter. I look forward to interacting with all of you during the Q&A session later. Thank you. Over to you Rohit.

Thank you, Punit. Good evening, everyone, and great to connect with all of you. I will briefly touch upon some of the key financial highlights. Q3FY24 was a steady quarter wherein festive season strength was partially offset by Cricket. During the quarter, we saw some gradual pickup in Ad spending led by FMCG. As a result, our Ad revenues were up 4.9% QoQ. The pace of Ad spend recovery is still muted and that reflects in YoY comparison, wherein Ad revenues are still lower by 3.4%. While we have seen some recovery in last few months, many of our large FMCG brands are still circumspect on volume recovery and rural demand and hence, we will continue to be cautious in the near term on pace of Ad revenue growth. With NTO 3.0 having enabled TV subscription revenue growth and step up in Zee5 subscription, our subscription revenues continue to inch up and for YTD FY24 are up 9% YoY. TV industry landscape remains healthy and TV viewership is at its peak in the past 9 quarters.

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Our broadcasting business remains healthy and 78% of the Zee portfolio has gained share in FY24 YTD. We have gained 40 bps share in FY24 YTD compared to same period last year, and Zee has had highest share growth amongst all networks. Zee is fastest growing network in South, has widened its lead over competitor in East region, an d has consolidated its leadership in Hindi movies and Marathi movies. Zee TV and Zee Marathi remains two large opportunities for network share gain which we are working on. Encouragingly, Zee Marathi has shown some green shoots post interventions in December and January. In Q3FY24, our viewership share performance was impacted by Cricket, coming in at 16.5%. On digital side, ZEE5 continues to make progress in -line with our strategic priorities. ZEE5 continues to grow at a healthy pace and during the nine months period, ZEE5 revenues are up 31% YoY. Driven by prudent cost management, ZEE5 quarterly EBITDA loss has further narrowed by Rs 99 mn QoQ. ZEE5 Q3FY24 revenue were up 14.9% YoY and declined 15.8% QoQ, as Q2FY24 revenues were aided by a digital syndication deal. Our original content continues to resonate well with viewers, and we released 19 shows and movies, including 5 originals during the quarter. Coming to the movie business, during Q3FY24, Zee Studios released 6 movies (3 Hindi and 3 regional) with 12th Fail, Khichdi 2 and Naal 2 being some of the headline names. “Other Sales and Services” revenues declined 36% YoY on the back of fewer number of movies produced and released. This revenue is lower 83% QoQ as Q2 FY24 revenues were aided by strong box office performance of Gadar 2, Bro and King of Kotha. Given the nature of movies business, there is always going to be some quarterly peaks and troughs. On Music business, Zee Music Company (ZMC) continues to #2 music channel with over 146 mn subscribers of YouTube and over 41 bn total video views during the quarter driven by ZMC new-age music catalogue and rich library. Now moving to costs and Profitability, in Q3 FY24, overall operating cost declined by 12.8% QoQ due to lower content costs, fewer movie releases and continued cost optimization in ZEE5. Given our business has high operating leverage, despite effective cost management, EBITDA margins have declined to 10.2%, down by 340 bps QoQ, and down by 720 bps YoY due to adverse operating leverage on lower revenues. PAT from continued operations for the quarter came in at Rs 53 3 mn. Net profit for the quarter and year was impacted by merger expenses related exceptional item which for Q3 stood at Rs 603 mn.

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On balance sheet side, our focused efforts have enabled us to further strengthen our liquidity and financial position. During the quarter, we generated strong FCF driven by optimisation of working capital. The cash & treasury investments increased during the quarter and as of Dec’23 stood at Rs 8,286 mn, which includes Cash balance of Rs 6,166 mn and FDs of Rs 2,120 mn. Our content inventory continued to decline in Q3 driven by optimised acquisition. Dec’23 Content inventory, advances and deposits were at Rs 75.2 bn, lower by Rs 4.4 bn on YTD basis. Also, receivables from Dish have been fully normalised and past dues have been all caught up. Now a bit of colour on road ahead as we embark on this new phase as a standalone Zee, we are confident about our longer -term growth prospects and headroom for margin improvement given our broad content portfolio, diversified offerings , and margin improvement levers in our business. While our recent performance has been subdued, a large part of this has been due to temporary and transitory factors, and structural strength and attractiveness of business is still very strong, giving us confidence on our recov ery path. Please do keep in mind that, it’s just been barely three weeks since we have started to revisit our plans as standalone Zee and we are still working through all the details. Hence, what we are putting out is an aspirational view based on our initial assessment, it’s not a formal guidance. Our steady state aspiration will be to target 8 -10% overall revenue CAGR with the current portfolio and to get back to 18 -20% industry-leading EBITDA margin profile in a stable macro environment. While we will be somewhat dependent on macro recovery for ov erall revenue growth, we still have a better degree of control on our cost structure, and we are revisiting that with a frugality and fiscal prudence mindset. There are several identified cost leavers, however, there will be one -time costs and lead time as sociated in implementing these interventions. As a result, for next 3 -6 months we will likely have some pressure on margins due to incurring one-time higher costs towards implementing these interventions. As we come out of that phase, beginning H2 FY25, we expect to see gradual margin improvement and we will continue to build on that foundation with an aim to get to our steady state 18 -20% EBITDA margin aspiration by FY26. Back to you Mahesh

Sure. Thank you very much. We will now begin the Q&A session. The first question is from the line of Abhisek Banerjee from ICICI Securities. Please go ahead.

Hi, sir. Couple of questions from me. First of all, so given where the agreement with Sony seems to have fallen through. As of now, what is the state of the company in terms of people retaining -- I mean, are you being able to retain people? Or is the attrition coming high over the last 15 days or a month or so? And when you are talking about margins slipping, do you mean that margins will remain at current levels? Or do you think that it will come down from current levels also as you implement your plan? And then you will come back to current levels in H2 FY25?

No, we have not seen any attrition in the last 15 days or three weeks since we've received the termination notice from Sony. But as we talked about frugality, tightening our belts on manpower also will be part of that plan going forward. Not to say that I'm saying that there are going to be large levels of layoffs, but we will have to see which are the overlaps in my opening remarks that I talked about between businesses. . Second point on the question of the margins. As Rohit said, that it's been just three weeks since we've been evaluating our plans to move forward on a standalone basis. So please do give us some more time to come back to you with more detailed color, which we should be able to do within a matter of next couple of months and give you a far more detailed analysis of that.

Understood. And just one last question with regards to the rights to the ICC events. You have given that your counsel believes that you do not have any liability, because there were some lapses on the part of Star. But they will become a much more well - capitalized business as of now the way things seem to be panning out. So, if you could give us some clarity on what kind of lapses have happened on their part that would give us some comfort.

Abhisek, that's not something that I would like to comment on at this call. All points pertaining to this matter have been elaborated in detail in the notes to the accounts that we have just published. I understand you may not have had enough sufficient time to go through those. But for now, I would request you to refer to the same for more clarity. I would not be in a position to offer any further comments on that.

Hi. Thanks for taking my question. And Punit, good to see a resolute guidance, given the circumstances. My question is on the strategy going forward. It seems like the complete reset for Zee. So one, some of the initiatives we had taken around sports, ILT20, etcetera. Any rethink on that line? That's point number one. And point number two, on margins, if you can break it down into the margins for linear business and for OTT, because we have seen even in our own past the linear TV margins wer e in mid- 30s. And even globally and in different parts of the world, you've seen this to be a much more profitable business. So, 18% to 20% margin looks much better than from where we are. But it looks like we can do better. So, any thought or any colour in terms of how we are thinking about linear business versus OTT margin in our guidance? Thank you so much.

Yes, Abhisek. So as Rohit talked about the fact that majority of our current business comes from the linear vertical. Obviously, the margins would be skewed in favour of that vertical going forward as well. But we have demonstrated over the last several quarters that Zee investments in the OTT business have already peaked. And you can see that the margin profile there is improving. In terms of the loss quarter -on-quarter is coming down, even if it's just marginal or not. So from that perspective, it will be a combination of the two. And also, lastly, as I again mentioned in my opening remarks, frugality will be a key thing. Your first question on the sports business, etcetera, I think we will be relooking at the entire por tfolio of the business to see which is the businesses that will add maximum value to our portfolio going forward. And therefore, what we need to focus on and what we do not focus on going forward.

Sure. Maybe just one quick follow -up on the margin question. So from our modelling perspective also, what comes first? I mean do you see growth to be a precursor for the margins to go up to 18% to 20%? Or irrespective of the growth over the next 1 -1.5 years, we are confident of taking up the margin to our aspiration level? Thank you.

I think that level of detail you can probably take offline with Rohit and Mahesh, Abhisek. Rather than getting into this, I think we can move on from here for now.

Thank you.

The next question is from the line of Jinesh Joshi from Prabhudas Lilladher Private Limited. Please go ahead.

Yes. My question is surrounding the new revised interconnection offer ( RIO) copy, which was filed recently. So just wanted to check if the revised pricing is into force or not. And if yes, what is the average price hike across bouquets And in that context, how should we see the subscription revenue growth for the next couple of y ears?

So, I think the average price increase across the bouquets is between 6% to 8%. It varies from market -to-market. And we are working towards achieving that going forward from there.

Got that. Sir, one last question from my side. I don't know if I should be asking this. But is it possible to list out one or two critical conditions that were not being met which led Sony to pull out? Because if I recollect properly in the exchange notification that we had submitted, you had made your stance clear with respect to the CEO candidature. So is there somet hing more to it, which you want to call out, especially with respect to critical conditions?

I think that best -suited person for that is Sony to answer. And whatever they have claimed in their termination notice, we have responded to that. And it is available in public domain for you to have a look at.

Sure. Thank you so much.

Thank you. The next question is from the line of Arun Prasath from Avendus Spark. Please go ahead.

On subscription revenue, we see in the 9 months, there is around INR230 crores absolute incremental growth on subscription revenue. Is it largely coming from the ZEE5 revenue growth?

It's a mix. So part of the growth is, of course, like I said in the opening remarks, it's coming from ZEE5 subscriptions going up. Part of it is also with NTO 3.0, now that it has been implemented, so that has also contributed to the overall subscription growth. So it's a mix of both linear and digital subscriptions growing.

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All right. So this NTO 3.0 -related impact, can you just separately call out how much is that? Rough calculation tells me it's around 3 to 4 percentage. Is it in the vicinity of that?

We haven't given the splits on that.

Yes, but it will be broadly around that.

Right.. And this, we expect going by our increase in the Pack rates that is bouquet rates. This can be substantially more around 6 percentage to 7 percentage. Is that the right understanding?

As I've always guided that it'll be in the mid to high single -digit kind of numbers going forward.

All right. But that never materialized, except for this year. So that's why we are asking, specifically.

No, I think If you look at Arun, our subscription revenues have been growing in high single digits, closer to 10% sort of range, even when we look at this 9 -month growth, which you alluded to, that's a 9% number. You look at the quarter , year-on-year, that again is a 9% to 10% kind of adjusted growth number. So the TV doing mid-plus single- digit kind of number has been there. And then, of course, that gets a lift from digital growing at a faster pace.

Okay. Secondly, on the if I again exclude ZEE5 numbers and look at the linear TV on its own, our margins are around 24 % to 25% kind of absolute lowest in the last maybe after the March, I understand, but for a festival quarter, I don't remember linear TV delivering this kind of margins. So, is it something one -off or its we spent more than what we are supposed to, how should we look at this?

No, I think the two reasons that we alluded to and Rohit talked about in the beginning itself, that because large part of our portfolio operates in the Hindi heartland markets, which is yet to see the recovery from the largest segment of advertisers, which is FMCG in our case is one reason for this thing to happen. And the second part is, of course, the fact that we had some marquee sports properties in Q3, which have also eaten into some part of the portfolio.

Post the fallout of the merger, is there any of misalignment interest between the minority shareholders and the promoter because the promoters hold only 4%. That's one. And second part of it is, are the promoter family planning to increase their stake?

Arun, actually I don't think this is a forum to discuss what the promoters alignment towards this is going to be on the stake side. Some company's disclosure has already been done from some of the promoters of the company. On your first part of this alignment between minority shareholders and the promoters given that the promoters only have 4%. I have not heard of anything yet. But certainly, if the minority shareholders are unhappy with the promoters in any manner whatsoever, we are always happy to openly discuss, debate and address their concerns, whatever those might be.

Sure. No, I fully appreciate, but that's very clear that the markets , these shareholders are unhappy with what has happened. And whatever has happened has not been in the interest of the minority. And most of them are clueless as to what were the two or three critical points why the merger did not happen? Despite till the last moment, the management, maintaining that we are meeting all these merger conditions and the merger should go through.

I think I've already spoken about that, Arun. So I don't know how much more we can dwell into that. We will have to go with the matter being subjudice and let the law play out, however it plays out in that manner.

Okay. Lastly, in terms of business, do you foresee '25, '26 to be much better, as you said. Would there be more concrete plans that could be shared with the shareholders, just to give them more confidence that the Zee in the new avatar is much better than what it could have been with.

Absolutely, we will sharing more concrete plans with you hopefully, by within the next couple of months or during our first quarter itself, and not just '25, '26, but even '24, '25 will be better than '23, '24 in my view.

The next question is from the line of Manoj Alimchandani from AFRS

I got two specific questions. Before that, let me compliment you, Punit, and also Sanjay Pugalia for the excellent Tweets Jai Shree Ram, an excellent tuning. I am sure it heralds

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a new future ahead for the organization and for the industry. Now can I come to two specific questions?

Please go ahead, Mr. Manoj, yes.

Yes. One is on the deal with a Japanese company, Sony, was done on 21st of December. Before that agreement was done, due diligence was done, and then binding agreement was signed. At that time, the valuations in the market was quite low. After that, the market has grown, valuation of Indian market has improved for obvious reasons, the whole world is aware of that. So aren't we selling the company, our stake very cheap. When market has gone up over 50%. So the valuation on a comparative basis should be much higher, particularly since the market share has also gone up, and our performance is far better than the rivals. Everybody knows the operating condition of Disney losing subscribers and losing profits and also Network18 huge losses and no significant increase in market share. So our valuation should be much, much higher on a relative basis. And we all know, talented and beautiful bride always has unlimited suitors. So why just rely on one company at a lower valuation, when who is who of industry, whether it is Birlas or Mahindras, everybody wants entry in the media sector. It is essential for business and political reasons. I'm sure if conversations are held, you will get much, much better valuations by giving them small stakes and that will drive the opportunity, shareholder wealth creation. I would like to have your insig hts and thought process on this. Second point is there was a talk on creeping acquisitions statement was made, whenever promoters or the associates have mentioned about creeping acquisitions and when transaction start even a small transaction, it kicks off valuation. So when is it still happening? We have seen many industries, corporates where creeping acquisition started, they are multiplied by at least 3x. Many examples are there for that. So what's your thought process on this creeping acquisition happening and quick time and when we'll be having this and so we can also easily get if not 3x, maybe 2x in the next few months, these are the triggers the whole market appreciates.

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We are very happy with your informal guidance of 18% margins. And I hope in the financial models of all A -Class analyst, when they consider this and a conservative growth of 8% to 10%, you have mentioned, the whole models then the re -rating will happen. Thank you once again for opportunity. Look forward to a detailed response from you on each of these three points. And hats off to you. Keep Tweeting. We look forward to your Tweets.

Thank you very much, Manoj, for your kind words for the Tweets. And secondly, on your first point, again, let me thank you for your confidence in the company's potential valuation going forward. And I'm certain with shareholders like yourselves and your confidence on the company, we will achieve much higher heights going forward. So we will continue to work towards building shareholder value, come what may. On the creeping acquisition, Manoj, I have already commented that, that's a promoter subject. Today we are here addressing the quarter 3 results of Zee. And I think some of the promoters have already made their intent public. Beyond that, I will not be in a position to comment here in terms of either the timing or the quantum of the creeping acquisition.

Can I speak on one small observation, in the interest of all stakeholders.

Please do.

Yes. One important point is there are rivals who are using proxy advisers and using unethical means against the interest of the company, and also in the cases of shareholder, directors appointment. We are very concerned it may happen in the future. We should ensure by proper complaints with regulators that proxy advisers should not misuse their position and everybody is aware, maximum unethical means are used by rivals. And most of them are quite weak. A few amounts here and there make a big difference compared to the net worth of those proxy advisers and individuals connected. And some of them may be bureaucrats, past bureaucrats also. So this is an observation. If some action is initiated proactively initially, it will help the corporate and industry significantly. Not only that, it will also help the Industry Minister ’s FDI goals. He has mentioned FDI goal is slipping. And not to worry, in the future, it will be made up. One of the main

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reasons for fall in FDI is that this transaction, where FDI was expected much, much earlier. So I ’m sure Punit, Piyush Goyal will also be disappointed with the Japanese company’s step for their own agenda. And with this, I wish you all the best.

Thank you very much, Manoj. Thank you.

I will now hand the conference over to Mr. Mahesh Pratap Singh for closing comments.

Thank you, Sagar. Thank you, everyone, for joining us today. We hope all your questions were answered. Do feel free to reach out if you have any follow -up questions or if your query remains unanswered. We will be available and look forward to speaking to you next quarter. Thanks so much, and have a great evening.

Thank you. On behalf of Zee Entertainment Enterprises Limited, that concludes this conference. Thank you for joining us. You may now disconnect your lines.