Zee EGM today at 11 am: Here’s how shareholders can join, vote on promoter warrant issue

New Delhi: Zee Entertainment Enterprises (ZEEL) will hold its Extraordinary General Meeting (EGM) today, July 10, 2025, at 11:00 am IST, virtually through Video Conferencing (VC) and Other Audio-Visual Means (OAVM).

Shareholders will vote on a special resolution to approve the issue of 16.95 crore fully convertible warrants to promoter group entities on a preferential basis, priced at Rs 132 per warrant, amounting to Rs 2,237.44 crore.

How to join the meeting

• The EGM will be conducted online via NSDL’s e-voting platform.
• Shareholders can log in 15 minutes before the meeting via www.evoting.nsdl.com.
• The VC/OAVM link is available in the NSDL portal under the “Join Meeting” section after login.
• Participation is limited to the first 1000 members, excluding large shareholders, promoters, institutional investors, directors, and auditors, who can join without restrictions.

Remote e-voting began on Sunday, July 6, 2025, at 9:00 am and ended yesterday, July 9, 2025, at 5:00 pm IST.

Shareholders who have not voted earlier can cast their votes during the live EGM through the NSDL e-voting interface.

Institutional shareholders must email their Board Resolution and authorisation to the scrutinizer at vinita@vinodkothari.com with a copy to evoting@nsdl.com.

Key agenda

• Zee plans to issue 16.95 crore convertible warrants to promoter group entities Sunbright Mauritius Investments and Altilis Technologies.
• Each warrant will convert into one equity share of face value Rs 1, with a 25% upfront payment of Rs 33 and the balance of Rs 99 payable at conversion.
• Warrants must be exercised within 18 months of allotment.
• Post-conversion, promoter group holding will rise from 3.99% to 18.39%.

In simple language, if shareholders approve the resolution at the upcoming annual general meeting, promoters will initially pay 25% of the amount, Rs 559.4 crore, at the time of allotment. The balance of Rs 1,679.58 crore will be brought in upon the conversion of warrants within 18 months, in line with SEBI’s ICDR Regulations.

Use of funds

The company intends to use the proceeds to:

• Build new businesses (short-form app, kids’ edutainment, sports IP, 3D content)
• Make strategic acquisitions in general entertainment and content tech
• Fund general corporate purposes

Voting results and conversion timelines, to be released within 48 hours of the EGM conclusion.

Norges Bank Investment Management, which oversees the Government Pension Fund Global, has indicated it will vote in favour of Zee Entertainment Enterprises's proposal to raise the promoter's stake. Government Pension Fund Global holds a 3.86% stake in Zee Entertainment Enterprises (ZEEL) as of the quarter ended March 31, 2025, as per BSE data. It is among the single-largest shareholders of the Indian firm.

Proxy advisory firm Glass Lewis has also advised ZEEL's shareholders to vote in favour of the special resolution. Before that, three proxy advisors, InGovern and Institutional Investor Advisory Services (IiAS)  and SES, voted and recommended against the issuance. Later on, SES updated and changed its stance to ‘For’.

Given the promoters’ low 3.99% holding, the warrant issue can only be approved if 75% of the votes cast are in favour.

The outcome of the July 10 vote is likely to set a precedent for how Indian capital markets handle similar situations in promoter-driven companies in the future.