Shareholders of Indian media giant Zee Entertainment Enterprises Ltd. approved a promoter group fund infusion worth INR3143.5 crore ($330 million) and a new employee stock option plan at an extraordinary general meeting, a day before India’s securities regulator barred the company and two of its top executives from the market.
The Mumbai-headquartered media and technology company said its shareholders backed a preferential issue of 249,485,563 warrants to a promoter group entity, priced at INR126 ($1.32) each. A warrant gives its holder the right to convert it into a company share at a later date, at a price fixed now. Once exercised, the promoters’ stake will grow to 23.79% of the company.
Shareholders also cleared the “Truly Yours” employee stock option plan, under which 37,422,835 stock options with a face value of INR1 ($0.01) each will be granted to eligible employees of Zee and its subsidiaries, in one or more tranches.
R. Gopalan, chair of Zee Entertainment Enterprises Ltd., thanked shareholders for their support. “This approval is a clear reflection of the shareholders’ belief in the Company and its management,” Gopalan said. “The board firmly believes that robust growth capital coupled with enhanced promoter alignment, will serve as key enablers in ensuring long-term profitability in a dynamic business environment.”
A day after the shareholder vote, the Securities and Exchange Board of India (SEBI) – the country’s capital markets watchdog – issued an order barring Zee from the securities market for two months and barring chair emeritus Subhash Chandra and managing director and CEO Punit Goenka from the market for 12 months each. SEBI also imposed penalties totaling INR1.48 crore ($155,000), split between INR30 lakh ($31,000) on Zee, INR58 lakh ($61,000) on Goenka and INR60 lakh ($63,000) on Chandra.
The order concerns the pledge of a Zee-owned property in Hyderabad, used in December 2018 to secure INR726 crore ($76.1 million) in loans for four entities linked to Essel Group, the promoter group associated with Chandra and Goenka. SEBI found the pledge was never disclosed to or approved by Zee’s board or audit committee, and determined that Chandra and Goenka had used the company’s asset to shield borrowings tied to their own family-controlled entities.
A company spokesperson said Zee was reviewing the order with legal counsel and did not expect it to affect the fund-raising exercise. “The company would like to clarify that pursuant to the regulatory approvals received from the stock exchanges and from its esteemed shareholders at the Extraordinary General Meeting conducted on 31st July 2026, it will further take all required steps to successfully complete the fund-raising exercise, which is aimed at strengthening its financial foundation, and will also continue to work towards creating value for its stakeholders,” the spokesperson said.
The order is the latest in a long-running SEBI probe into Zee’s promoters. The regulator first barred Goenka and Chandra from holding managerial or directorial roles at listed companies in June 2023, over allegations of fund diversion. The Securities Appellate Tribunal set aside that order that October, but the scrutiny continued to shadow Zee’s proposed $10 billion merger with Sony Pictures Networks India, which collapsed in January 2024. Chandra later accused SEBI’s then-chair of scuttling the merger.
In the two years since, Zee has cut roughly 15% of its workforce and expanded into sports broadcasting, striking a deal with FIFA in June for Indian broadcast and streaming rights to the 2026 and 2030 World Cups and 37 other tournaments through 2034.
The newly approved capital is earmarked for that broader push, with the company directing the funds toward sports, acquisitions, digital content, artificial intelligence and microdrama through fiscal 2029, with sports receiving the largest share.
