Code of Conduct

The Board of Directors has approved and adopted a Code of Conduct for Members of the Board and Senior Management of the Company. The Code is circulated to all the members of the Board and Senior Management personnel and the compliance of the same is affirmed by them annually. The Code has also been posted on Company’s corporate website viz. www.zeetelevison.com.

A declaration affirming compliance with the Code of Conduct by the members of the Board and Senior
Management is given below:

Declaration

I confirm that the Company has obtained from all Directors and Senior Management of the Company their affirmation of compliance with the ‘Code of Conduct for Members of the Board and Senior Management’ of the Company for the financial year ended March 31, 2009.

Punit Goenka

Whole Time Director & CEO

Mumbai, June 26, 2009

Code of Conduct-directorsSr mgmt-final-02.12.05