Zee Entertainment Enterprises Limited has scheduled an Extra Ordinary General Meeting (EGM) for Friday, July 31, 2026, at 4.00 Hrs IST. The meeting will be held through Video Conferencing (VC) and Other Audio Visual Means (OAVM) to transact specific business outlined in the upcoming notice. Members attending the meeting through these virtual means will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

In compliance with applicable circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI), the company stated that the EGM notice along with the explanatory statement will be sent only through electronic mode. This dispatch will be directed to members whose email addresses are registered with the company or their respective depository participants.

To ensure receipt of the EGM notice, shareholders who have not registered their email addresses are requested to do so immediately. For shares held in dematerialized form, members must contact their depository participant. Those holding shares in physical form can register by writing to the company's Registrar and Share Transfer Agent, MUFG Intime India Private Limited, or by sending an email to the specified address.

The company has provided facilities for remote e-voting and e-voting during the EGM. Detailed procedures for casting votes and participating in the meeting via VC/OAVM will be included in the notes to the EGM notice. Additionally, the notice and explanatory statement will be available on the company's website, the websites of BSE Limited and National Stock Exchange of India Limited, and the NSDL e-voting portal.

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.