Nature of Event

This is a regulatory disclosure under Regulation 30 of the SEBI Listing Regulations, informing about the preferential allotment of fully convertible warrants to a promoter group entity.

Key Quantitative Figures

  • Number of warrants allotted: 20,94,47,805 (Twenty Crore Ninety Four Lakh Forty Seven Thousand Eight Hundred Five)
  • Warrant Issue Price: ₹126 per warrant (inclusive of Warrant Subscription Price of ₹31.50 and Warrant Exercise Price of ₹94.50)
  • Amount received as Warrant Subscription Price (25% of issue price): ₹659,76,05,857.50 (Rupees Six Hundred Fifty Nine Crore Seventy-Six Lakh Five Thousand Eight Hundred Fifty Seven and Fifty paise)
  • Warrant Exercise Price (75% of issue price): ₹94.50 per warrant
  • Face value of equity share: ₹1 each
  • Premium on conversion: ₹125 per share
  • Potential equity shares on full conversion: 20,94,47,805 shares
  • Potential promoter holding increase on full conversion: 17.90% (on fully diluted basis, assuming all outstanding convertible warrants are converted)

Dates of Action

  • Board of Directors meeting: July 1, 2026
  • Extra Ordinary General Meeting: July 31, 2026
  • In-principle approval from NSE and BSE: July 27, 2026 (Letter No. NSE/LIST/56250 and LOD/PREF/PB/FIP/569/2026-27)
  • Securities Appellate Tribunal order: August 14, 2026
  • Preferential Issue and Allotment Committee resolution: August 21, 2026
  • Allotment date: August 21, 2026
  • Conversion period: Within 18 months from allotment date (i.e., by February 21, 2028)

Parties Involved

  • Allottee: Sunbright Mauritius Investments Limited (Promoter Group entity)
  • Regulatory bodies: National Stock Exchange of India Limited (NSE), BSE Limited, Securities and Exchange Board of India (SEBI), Securities Appellate Tribunal (SAT)
  • Committee: Preferential Issue and Allotment Committee of Zee Entertainment Enterprises Limited

Purpose and Rationale

The allotment is for cash consideration on a preferential basis, as per the resolutions passed by the Board and shareholders, and in compliance with applicable laws including the Companies Act, 2013 and SEBI ICDR Regulations.

Financial and Capital Structure Impact

  • No change in the paid-up share capital of the company at this stage, as only warrants are allotted, not equity shares.
  • Upon conversion, each warrant will be converted into one fully paid-up equity share of face value ₹1 at a price of ₹126 per share (including premium of ₹125).
  • The amount paid against each warrant (₹126) will be adjusted against the issue price for the resultant equity share.
  • If warrants are not exercised within 18 months, they will lapse, and the subscription amount paid will be forfeited.

Cash Flow Implications

  • Inflow of ₹659,76,05,857.50 received as Warrant Subscription Price (25% of total issue price).
  • Potential future inflow of ₹1,979,28,17,572.50 (75% of issue price for 20,94,47,805 warrants) upon conversion, if exercised.

Forward-Looking Information

  • Conversion can be done in one or more tranches within 18 months from allotment date.
  • The price and number of shares may be subject to adjustments as per applicable laws.

Annexure Details (From Annexure A)

  • Type of securities: Warrants, each fully convertible into one equity share.
  • Type of issuance: Preferential Issue on a private placement basis.
  • Total securities: 20,94,47,805 warrants at ₹126 per warrant.
  • Name of investor: Sunbright Mauritius Investments Limited.
  • Post-allotment shareholding: Currently nil shares held; post-conversion, 20,94,47,805 shares to be held, representing 17.90% of fully diluted capital.
  • Issue price: ₹126 per warrant, determined based on Pricing Report and Valuation Report from a Registered Valuer as per SEBI ICDR Regulations.
  • Number of investors: 1 (One).
  • Conversion terms: Rights can be exercised within 18 months; unexercised warrants lapse and subscription amount is forfeited.
  • No cancellation or termination of the proposal.