Change in Director / Key Managerial Personnel

No changes in directors or key managerial personnel were reported in this disclosure.

Key Financial or Operational Approvals

The Board of Directors at its meeting held on May 29, 2026, approved the following items:

  • Annual Audited Financial Results of the Company for the fourth quarter and Financial Year ended March 31, 2026, both on standalone and consolidated basis, along with the auditors' report(s) issued by Ford Rhodes Parks & Co. LLP, Chartered Accountants (Statutory Auditors of the Company)
  • Re-appointment of Chandra Wadhwa & Co., Cost Accountants (Firm Membership No. 000239), as the Cost Auditors of the Company for the Financial Year 2026-27, whose remuneration is subject to ratification by the shareholders at the ensuing Annual General Meeting
  • Appointment of Nangia & Co, LLP, Chartered Accountants (FRN: 002391C/N500069), as the Internal Auditor of the Company for the Financial Year 2026-27

Standalone Financial Highlights (Rs. lakhs)

Profit/(Loss):

  • Q4 FY26: Loss of Rs. 1,432 lakhs
  • FY26: Profit of Rs. 1,693 lakhs
  • FY25: Loss of Rs. 13,590 lakhs

Assets and Liabilities (as of March 31, 2026):

  • Total Assets: Rs. 103,878 lakhs
  • Total Equity: Rs. 44,468 lakhs
  • Current Liabilities: Rs. 51,497 lakhs
  • Non-current Liabilities: Rs. 7,913 lakhs

Cash Flows (FY26):

  • Net cash from operating activities: Rs. 7,520 lakhs
  • Net cash from investing activities: Rs. 2,297 lakhs
  • Net cash used in financing activities: Rs. 8,107 lakhs
  • Net change in cash: Rs. 1,710 lakhs

Consolidated Financial Highlights (Rs. lakhs)

Profit/(Loss):

  • Q4 FY26: Loss of Rs. 2,653 lakhs
  • FY26: Profit of Rs. 190 lakhs
  • FY25: Loss of Rs. 11,942 lakhs

Revenue:

  • Q4 FY26: Rs. 15,778 lakhs
  • FY26: Rs. 75,918 lakhs
  • FY25: Rs. 62,191 lakhs

Assets and Liabilities (as of March 31, 2026):

  • Total Assets: Rs. 87,312 lakhs
  • Total Equity: Rs. 22,377 lakhs
  • Current Liabilities: Rs. 56,030 lakhs
  • Non-current Liabilities: Rs. 8,905 lakhs

Auditor's Opinion

The Statutory Auditors, Ford Rhodes Parks & Co. LLP, issued unmodified opinions on both standalone and consolidated financial results but highlighted material uncertainty related to going concern due to:

  • Loss of Rs. 1,432 lakhs (standalone) and Rs. 2,653 lakhs (consolidated) during Q4 FY26
  • Significant accumulated losses
  • Negative working capital as of March 31, 2026

The auditors noted that the financial statements have been prepared on a going concern basis considering the Board's approved business plan, capital infusion plans, and cost rationalization measures.

Strategic or Business Context

Fundraising Initiatives

a) FCCBs: Board approved raising funds through issuance of 5% coupon, unsecured, unlisted Foreign Currency Convertible Bonds (FCCBs) up to USD 465,90,000 with 10-year maturity on private placement basis (approved April 8, 2025). RBI allotted LRNs, but subscription amount yet to be received.

b) Promoter Warrants: 135,000,000 warrants allotted to Asian Satellite Broadcast Private Limited (Promoter Group) on January 5, 2022, later transferred to Elitecast Media Limited. Status quo maintained per court orders; SEBI advised seeking relaxation/extension post final DRT order.

c) New Warrant Issue: Board approved (May 18, 2026) raising up to Rs. 11,900 lakhs through issuance of 14,00,00,000 fully convertible warrants to Non-Promoter/Non-Promoter Group entities at Rs. 8.50 per warrant with 25% upfront payment.

d) FPI Warrants Cancelled: 13,33,33,333 convertible warrants allotted to FPIs on November 7, 2024, with Rs. 5,000 lakhs subscription. FPIs communicated unwillingness to exercise conversion option; Board approved cancellation and forfeiture of upfront amount (May 8, 2026).

Business Strategies

  • Implementing cost rationalization measures and new sustainable revenue generation strategies
  • Proactively exploring new revenue streams including conceptualization of new brand and IP properties
  • Monetization of content archives - recognized revenue of Rs. 8,019 lakhs from content licensing in Q3 FY25
  • Company believes capital infusion, new revenue streams, and cost rationalization will enable settling liabilities

Subsidiary Update

  • Incorporated Wholly Owned Subsidiary 'Zee Media Inc' in Delaware, USA on April 4, 2024
  • No investment made pending Overseas Direct Investment (ODI) approvals
  • Wholly Owned Subsidiaries: Zee Akaash News Private Limited, Indiadotcom Digital Private Limited, Pinewz Digital Private Limited
  • Associates: Today Merchandise Private Limited, Today Retail Network Private Limited

Any Other Material Information

Regulatory and Compliance Matters

SEBI Show Cause Notice:

  • Received Show Cause Notice dated February 12, 2026 (as co-noticee) for alleged violations of SEBI Regulations
  • Company believes it is in compliance with applicable laws
  • Filed settlement application under SEBI (Settlement Proceedings) Regulations, 2018
  • No material adverse impact expected; no adjustments required in financial results

Labour Code Implementation:

  • Government merged 29 labour laws into four unified Labour Codes effective November 21, 2025
  • Company assessed impact based on available information; incremental impact not material
  • Will reassess once Government notifies detailed Central and State Rules

Auditor Appointments

Cost Auditors: Chandra Wadhwa & Co. re-appointed for FY 2026-27

  • Firm Membership No. 000239
  • Established in 1984, strong reputation in audit, risk advisory, and tax services
  • Remuneration subject to shareholder ratification

Internal Auditors: Nangia & Co LLP appointed for FY 2026-27

  • FRN: 002391C/N500069
  • Professional services firm in India with presence across major cities
  • Over 1,200 professionals

Meeting Details

  • Board meeting held on May 29, 2026
  • Commenced at 1600 Hrs and concluded at 1830 Hrs
  • Audit Committee reviewed financial results prior to Board approval