Zee Entertainment Enterprises Limited (ZEEL) has initiated a postal ballot to seek shareholder approval for the appointment of R Gopalan as a Non-Executive, Non-Independent Director. This move comes as Gopalan's current term as an Independent Director is set to expire on November 24, 2025.

Proposed Transition

R Gopalan, who has been serving as an Independent Director since November 2019, is being considered for a new role on the board. The company's Board of Directors, based on the recommendation of the Nomination & Remuneration Committee, has approved his appointment as an Additional Director in the Non-Executive, Non-Independent category, effective November 25, 2025.

Gopalan's Extensive Experience

Mr. Gopalan brings a wealth of experience to the board:

• Over 40 years of professional experience
• Served as Secretary in various departments of the Finance Ministry
• Held key positions in the Indian Administrative Services (IAS)
• Chairman of the ZEEL Board for the last 6 years

Academic Background

R Gopalan's educational qualifications include:

• Master's degree in Public Administration & Management from Harvard University
• MA in Economics from Boston University
• Bachelor's degree in Chemistry from Madras University

Voting Process

ZEEL has outlined the following voting details:

• Remote e-voting period: October 30, 2025, to November 28, 2025
• E-voting facility provided by National Securities Depository Limited (NSDL)
• Results to be announced by November 29, 2025

Regulatory Compliance

The company has stated that it has already obtained the necessary approval from the Ministry of Information & Broadcasting (MIB) for Gopalan's appointment when he was initially appointed as an Independent Director in November 2019.

Additional Considerations

Shareholders should note:

• Gopalan will be subject to retirement by rotation in his new role
• A special resolution will be required before April 2027 for his continuation beyond 75 years of age, as per SEBI regulations
• He currently holds 1,000 equity shares in the company

Current Directorships

R Gopalan currently serves on the boards of several companies, including:

This proposed appointment reflects ZEEL's efforts to retain Gopalan's expertise and experience on its board in a new capacity. Shareholders will have the opportunity to vote on this resolution through the postal ballot process.

Zee Entertainment Enterprises Limited (ZEEL), a leading Indian media and entertainment company, has announced a downward revision of its advertising revenue growth forecast for the current fiscal year. This adjustment comes in response to weaker-than-expected performance in the first half of the year and ongoing market challenges.

Revised Outlook

The company, which previously projected an advertising revenue growth of 6-8%, has now indicated that it may not achieve this target. This revision is primarily attributed to the soft advertising environment, particularly in the FMCG sector, which has significantly impacted the company's revenue streams.

Financial Performance

Despite the challenges in the advertising segment, ZEEL's Q2 FY26 results show some resilience:

The company's operating revenue grew by 8% quarter-on-quarter, reaching ₹19,692.00 million. However, the EBITDA margin contracted to 7.40%, down from 12.50% in the previous quarter and 16.00% in the same quarter last year.

Segment Performance

• Advertising Revenue: Declined by 12% year-on-year, reflecting the broader slowdown in FMCG spending.
• Subscription Revenue: Showed growth, driven by both linear and digital platforms.
• Other Sales & Services: Increased, primarily due to higher syndication revenue.

Digital Platform Growth

ZEE5, the company's digital streaming platform, continues to show promise:

• Achieved highest ever quarterly revenue, crossing ₹3 billion.
• Registered a 32% year-on-year growth in Q2 FY26.
• Reduced EBITDA losses by ₹1,276.00 million compared to the same quarter last year.

Content and Network Performance

ZEEL maintained its focus on content creation and network performance:

• Released 26 shows and movies during the quarter, including 7 originals on ZEE5.
• Improved its all-India TV network share to 17.80%, up 100 basis points quarter-on-quarter.
• Launched new non-fiction content and two new GEC channels.

Management Commentary

While the company has not provided specific guidance for the second half of FY26, management expressed cautious optimism. They pointed to the upcoming festive season and improved network share as potential positive factors that could contribute to a recovery in advertising spend.

Looking Ahead

As ZEEL navigates through these challenging market conditions, the company is focusing on:

1. Optimizing its cost structure while selectively investing for future growth.
2. Capitalizing on the potential uptick in advertising during the festive season.
3. Continuing to strengthen its digital presence through ZEE5.
4. Maintaining a healthy balance sheet with ₹21.10 billion in cash and cash equivalents as of September 2025.

The media and entertainment sector remains dynamic, and Zee Entertainment's ability to adapt to changing market conditions will be crucial in the coming quarters. Investors and industry observers will be keenly watching how the company's strategies unfold in response to the current advertising slowdown and evolving consumer preferences in the digital age.