Transaction Details
The certificate confirms compliance with Regulation 169(4) of ICDR Regulations regarding the preferential allotment of fully convertible warrants to Sunbright Mauritius Investments Limited ('SMIL'), a Promoter Group Entity.
Key Transaction Parameters
- Total Warrants Allotted: 2,40,59,266 warrants
- Warrant Issue Price: ₹126 per warrant (comprising Subscription Price of ₹31.50 and Exercise Price of ₹94.50)
- Total Consideration Received: ₹75,78,66,879 (25% upfront subscription price received by August 27, 2026)
- Allottee PAN: ABKCS2544P
Banking Details
- Recipient Bank: ICICI Bank Limited (Zee Entertainment's account)
- Allottee Bank: SBM Bank (Mauritius) Ltd (Source of funds)
Approval Timeline
- Board Approval: July 1, 2026
- Shareholder Approval: Extraordinary General Meeting on July 31, 2026
- Allotment Committee Approval: August 27, 2026
- Certificate Date: August 28, 2026
- Submission to BSE: August 31, 2026
Auditor's Verification Procedures
Walker Chandiok & Co LLP conducted limited assurance procedures including:
- Obtaining certified copies of Board and shareholder resolutions
- Verifying allottee PAN details
- Examining bank statements of both company and allottee
- Confirming receipt of consideration from allottee's bank account
- Obtaining inward remittance confirmation from recipient bank
- Conducting management inquiries and obtaining representations
Regulatory Compliance Conclusion
The auditor concluded that nothing has come to their attention that would indicate non-compliance with:
- Receipt of consideration from allottee's bank account as required by Regulation 169(4)
- Maintenance of relevant documents and records as of August 28, 2026
- Overall compliance with Chapter V of ICDR Regulations
Document Limitations
The certificate is addressed solely to the Board of Directors for submission to BSE pursuant to Regulation 169(5) requirements and should not be distributed or used for any other purpose without the auditor's prior written consent.