CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

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ANNEXURE ‘B’ TO DIRECTORS’ REPORT

Disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014:

Sr Particulars Details

1 Relevant disclosures in terms of the Guidance Note on Accounting for Refer Note 16d of standalone financial statements for the financial year
employees share-based payments issued by ICAI or any other relevant ended March 31, 2020 for details.
Accounting Standards as prescribed from time to time.

2 Diluted EPS on issue of shares pursuant to all the Schemes covered under Diluted EPS as per Indian Accounting Standards-33 is ` 7.79 (Refer
the regulations shall be disclosed in accordance with Accounting Standard Note 39 of Standalone financial statements for details).
20 – Earning Per Share issued by ICAI or any other relevant accounting
standards as prescribed from time to time.

3 Details relating to ESOS

i A description of each ESOS that existed at any time during the year, Presently the Company has only one Employee Stock Option Scheme,
including the general terms and conditions of each ESOS including: namely ZEE ESOP Scheme 2009, which was amended on October 25,
2016 to align the Scheme in line with the requirements of Companies
Act, 2013 and SEBI (Share Based Employee Benefits) Regulations,
2014 and to provide flexibility to the Nomination and Remuneration
Committee for determination of exercise price.

a) Date of Shareholders approval August 18, 2009

b) Total No. of Options approved under ESOP 21,700,355 Stock Options which were later enhanced to 43,400,710 in
view of Bonus issue in 2010 in the ratio of 1:1.

c) Vesting Requirements Options granted under ZEE ESOP Scheme 2009 would vest not less
than one year and not more than five years from the date of grant of
such options.

Vesting of options would be subject to continued employment with

the Company and /or its Subsidiary companies and thus the options
would vest on passage of time. In addition to this, the Nomination
and Remuneration Committee may also specify certain performance
parameters subject to which the options would vest.

The specific vesting schedule and conditions subject to which vesting

would take place would be outlined in the document given to the
option grantee at the time of grant of options.

d) Exercise Price or pricing formula The exercise price shall be equal to the closing market price on the
day previous to the grant date or such other price (minimum being
the value equivalent to face value of ` 1/- per equity share) as may be
decided by the Nomination and Remuneration Committee.

e) Maximum term of Options granted Options granted under ESOP 2009 shall be capable of being exercised
within a period of four years from the date of Vesting of the respective
Employee Stock Options.

f) Source of shares (primary, secondary or combination) Primary

g) Variation in terms of Options None

ii Method used to account for ESOS – Intrinsic or Fair value Fair Value

iii Where the company opts for expensing of the options using the intrinsic Not Applicable as the Company has accounted for the Stock Option
value of the options, the difference between the employee compensation at Fair Value using the Black-Scholes-Merton Model based on
cost so computed and the employee compensation cost that shall have assumptions detailed in Note 16d to the Notes to standalone financial
been recognized if it had used the fair value of the options shall be statements for FY 2019-20.
disclosed. The impact of this difference on profits and on EPS of the
company shall also be disclosed.

iv Option movement during the year

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 ANNUAL REPORT 2019-20

Sr Particulars Details

Number of options outstanding at the beginning of FY 19-20 28,220

Number of Options granted during FY 19-20 24,700

Number of options forfeited / lapsed during FY 19-20 Nil

Number of options vested during FY 19-20 16,735

Number of options exercised during FY 19-20 16,735

Number of shares arising as a result of exercise of options 16,735 Equity shares

Money realized by exercise of options (INR), if scheme is implemented ` 16,735/-

directly by the company

Loan repaid by the Trust during the year from exercise price received Not Applicable

Number of options outstanding at the end of FY 19-20 36,185

Number of options exercisable (vested) at the end of FY 19-20 Nil

v Weighted-average exercise prices and weighted-average fair values of During FY 2019-20, the Company had granted 24,700 Options at an
options shall be disclosed separately for options whose exercise price either exercise price of ` 1/- per Option and the Fair Value of these options
equals or exceeds or is less than the market price of the stock. as per Note 16 (d) to standalone financial statements is ` 404/- per
Equity Share.

In view of this weighted average Exercise Price is ` 1/- and weighted

average Fair Value is ` 404/-.

vi Employee wise details (name of employee, designation, number of options (a) & (b) Mr. Punit Misra, CEO – Domestic Broadcast Business
granted during the year, exercise price) of options granted to (a) Senior
No of Options granted – 24,700
Managerial Personnel; (b) Any other employee who receives a grant in any
one year of option amounting to 5% or more of option granted during that Exercise Price – ` 1/-
year; and (c) Identified employees who were granted option, during any one
year, equal to or exceeding 1% of the issued capital (excluding outstanding (c) Not Applicable
warrants and conversions) of the company at the time of grant

vii A description of the method and significant assumptions used during the Refer Note 16d to the Notes to standalone financial statements for FY
year to estimate the fair value of options including the following information 2019-20 for description of method and significant assumptions used to
viz. (a) the weighted-average values of share price, exercise price, expected estimate fair value of Options granted during FY 19-20.
volatility, expected option life, expected dividends, the risk-free interest rate
and any other inputs to the model; (b) the method used and the assumptions
made to incorporate the effects of expected early exercise; (c) how expected
volatility was determined, including an explanation of the extent to which
expected volatility was based on historical volatility; and (d) whether and
how any other features of the option grant were incorporated into the
measurement of fair value, such as a market condition.

For and on behalf of the Board

Punit Goenka
Managing Director & Chief Executive Officer

R Gopalan
Director

Place: Mumbai
Date: July 24, 2020

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