Zee Entertainment Enterprises Limited has scheduled an Extra Ordinary General Meeting (EGM) on Friday, July 31, 2026, at 4.00 p.m. IST through Video Conferencing (VC) and Other Audio Visual Means (OAVM). The meeting seeks shareholder approval to issue fully convertible warrants to a promoter group entity and to implement a new Employee Stock Option Plan (ESOP). The board has proposed raising funds aggregating up to ₹3,143,51,80,938 by issuing up to 24,94,85,563 warrants to Sunbright Mauritius Investments Limited at a price of ₹126 per warrant.

The proposed preferential issue involves an upfront payment of 25% of the warrant issue price, with the remaining 75% payable upon conversion within 18 months from the date of allotment. The company stated that the funds will be utilized for strategic initiatives including sports rights acquisition, new content and technology investments, and potential mergers and acquisitions. The remote e-voting period commences on July 27, 2026, at 9.00 a.m. IST and concludes on July 30, 2026, at 5.00 p.m. IST, with the cut-off date for shareholder eligibility set as July 24, 2026.

Special Business Items

The EGM will transact the following special businesses requiring shareholder approval via special resolution:

Issue of Fully Convertible Warrants

The company proposes to allot up to 24,94,85,563 warrants to Sunbright Mauritius Investments Limited, a promoter group entity. Each warrant is convertible into one fully paid-up equity share of face value Re 1 at a price of ₹126. The relevant date for determining the floor price is July 1, 2026. The post-issue shareholding of the promoter group is expected to increase to approximately 23.79% upon full conversion of the warrants.

'Truly Yours' - Employee Stock Option Plan

Shareholders will consider the approval of the 'Truly Yours' - ESOP Plan, which proposes to grant up to 3,74,22,835 options to eligible employees. These options are exercisable into equity shares at an exercise price of ₹126 per share. The plan includes a vesting period of four years and aims to align employee interests with the company's long-term growth.

Extension of ESOP to Subsidiaries

The meeting also seeks approval to extend the benefits of the ESOP plan to employees of subsidiary companies, whether in India or outside India, as determined by the Nomination and Remuneration Committee.

Utilization of Proceeds

The company intends to deploy the funds raised through the preferential issue across several strategic categories over the next three fiscal years.

CARE Ratings Limited has been appointed as the monitoring agency to oversee the utilization of the issue proceeds, which exceed ₹100 crore. The company has confirmed that the preferential issue will not result in any change in management or control.

Zee Entertainment Enterprises Ltd board has approved the preferential allotment of fully convertible warrants to Sunbright Mauritius Investments to raise ₹3,143.51 crore. The decision, taken on July 1, 2026, involves issuing up to 24,94,85,563 warrants at a price of ₹126 each, convertible into equity shares of face value ₹1 each. The promoter group entity will pay 25% of the issue price upfront, with the balance due upon conversion within 18 months. The board also approved the introduction of ESOP 2026, subject to shareholder consent.

Warrant Issue Details

The preferential issue will be made on a private placement basis to Sunbright Mauritius Investments Limited. Each warrant is convertible into one fully paid-up equity share with a face value of Re. 1, and the total issue size includes a premium of ₹125 per share. Upon allotment, the warrants will constitute up to 20% of the company's share capital on a fully diluted basis. The following table summarises the key terms of the preferential issue:

The pricing represents a premium of 11.86% to the price determined under SEBI ICDR Regulations, 2018, and a 16.33% premium to the closing market price on NSE as on July 1, 2026. If the warrants are not exercised within the stipulated 18-month period, they will lapse, and the upfront subscription amount will be forfeited.

ESOP 2026 Approval

The board approved the implementation of ESOP 2026 based on the recommendations of the Nomination & Remuneration Committee. The plan allows for the grant of up to 3,74,22,835 options, convertible into equity shares of face value ₹1 each. The exercise price per option is fixed at ₹126. The scheme is compliant with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Shareholder Meeting

Zee Entertainment will convene a shareholders' meeting to seek approval for the issuance of warrants and the implementation of ESOP 2026. The meeting will be held in compliance with the Companies Act, 2013, and relevant MCA circulars. The company will disclose the significant terms of the ESOP and further details regarding the preferential issue prior to the shareholder vote.