Updates

J MEDIA June 25, 2026 National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Block- G, Phiroze Jeejeebhoy Towers Bandra- Kurla Complex, Bandra (E), Dalal Street, Mumbai - 400 051 Mumbai- 400 001 NSE Symbol : ZEEMEDIA Scrip Code : 532794 Kind Attn. : Corporate Relationship Department Subject : Submission of Certificate from Statutory Auditors in terms of Regulation 169(5) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (‘ICDR Regulations’) Dear Sir/Madam, Pursuant to Regulation 169(5) of the ICDR Regulations, please find enclosed herewith a certificate issued by Ford Rhodes Parks & Co. LLP, Chartered Accountants (Firm Registration No: 102860W/W100089), Statutory Auditors of Zee Media Corporation Limited ('Company'/'Issuer’), certifying that the Company is in compliance with Regulation 169(4) of ICDR Regulations. This is for your information and records. Thanking you, Yours truly, For Zee Media Corporation Limited Ranjit Srivastav Company Secretary & Compliance Office Membership no. F14007 Contact No.:+ 91-120-715 3000 Encl. as above Zee Media Corporation Limited Corporate Office: FC-9, Sector-16A, Film City, Noida - 201301, UP, India | Phone: +91-120-7153000 Regd. Office: 135, Continental Building, 2nd Floor, Dr. Annie Besant Road, Worl, Mumbai-400018, Maharashtra, India | D: +91-22-71055001 W: www.zeemedia.in | Email: zmcl@zeemedia.com | CIN: L921I00MH1999PLC121506 News Channels in Hindi ¢ English e Urdu ¢ Marathi ¢ Bangla ° Punjabi * Gujarati e Tamil ° Telugu * Kannada ° Mal ay alam FORD RHODES PARKS & CO LLP CHARTERED ACCOUNTANTS (Formerly Ford, Rhodes, Parks & Co.) SAI COMMERCIAL BUILDING TELEPHONE: (91) 22 35114719 312/313, 3RDFLOOR, EMAIL : frp_mumbai@hotmail.com BKS DEVSHI MARG, GOVANDI (EAST), MUMBAI - 400 088. Independent Auditor's Report on receipt of consideration amount towards issue of fully convertible warrants to Public Category — Foreign Portfolio Investors (i.e. Non- Promoter / Non-Promoter Group entities) on preferential basis by Zee Media Corporation Limited pursuant to the requirement of Regulation 169(5) of Part VI of Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (“SEBI ICDR Regulations”). The Board of Directors Zee Media Corporation Limited 135, Continental Building, 2nd Floor, Dr Annie Besant Road, Worli, Mumbai — 400018 1) We, Ford Rhodes Parks & Co. LLP, Chartered Accountants, are the Statutory Auditors of Zee Media Corporation Limited (hereinafter referred to as the “Company”), having its registered office at 135, Continental Building, 2nd Floor, Dr Annie Besant Road, Worli, Mumbai — 400018. This Report is issued in accordance with the terms of our engagement letter dated 23 June 2026 for compliance of requirement of Regulation 169(5) of Part VI of Chapter V of SEBI ICDR Regulations in connection with the preferential issue of 14,00,00,000 (Fourteen Crores) fully convertible warrants to Foreign Portfolio Investors falling into Public Category (i.e. Non- Promoter / Non-Promoter Group entities) (hereinafter referred to as “Allottees”). 2) The accompanying Annexure containing details of receipt of consideration towards issue of fully convertible warrants and confirming compliance with the requirements of Regulation 169(4) of Part VI of Chapter V of the SEBI ICDR Regulations, in respect of the issue of fully convertible warrants as approved by the Board of Directors of the Company in its meeting held on 18 May 2026 and subsequently by the members of the Company in the Extra-Ordinary General Meeting held on 13 June 2026 through Video Conferencing(‘VC’)/ Other Audio Visual Means(‘OVAM’), has been prepared by the Company's management for the purpose of ~ submission along with this report to National Stock Exchaonf gInedi a Limited and BSE Limited (collectively referred to the 'Stock Exchanges’) pursuant to the requirements of Regulation 169(5) of the SEBI ICDR Regulations. We have initialed the Annexure for identification purposes only. A Partnership Firm with RegistrationN.o : BA61078 converted into a Limited Liability Partnership (LLP) namely FORD RHODES PARKS &CO LLP w.e.f August4 , 2015 - LLP Identification No. AAE4990 Also at! BENGALURU - CHENNAI - KOLKATA - HYDERABAD FORD RHODES PARKS & CO LLP Management's Responsibility for the Annexure The preparation of the Annexure, including the preparation and maintenance of all accounting and other relevant supporting records and documents is solely the responsibility of the management of the Company. This responsibility includes design, implementation, and maintenance of internal controls relevant to the preparation and presentation of the Annexure and applying an appropriate basis of preparation and making estimates that are reasonable in the circumstances. The management is also responsible for: a) ensuring that the consideration against issue of warrants is received from the respective allottee's bank account; b) maintenance of relevant records and documents in relation to point (a) above; c) compliance with the requirements of the SEBI ICDR Regulations; and d) providing all relevant information to Securities and Exchange Board of India (the 'SEBI') and the stock exchanges. Auditor's Responsibility =) Pursuant to the requirements of Regulation 169(5) of Part VI of Chapter V of the SEBI ICDR Regulations, it is our responsibility to provide limited assurance as to whether the details provided in the Annexure are in accordance with Regulation 169(4) of Part VI of Chapter V of the SEBI ICDR Regulations and the relevant documents thereof are maintained by the Company as on the date of issue of this report. The SEBI ICDR Regulations applicable to preferential issue of fully convertible warrants require many conditions which are to be complied with subsequent to the issue of warrants. This report does not cover those conditions. 1) We have conducted our examination of the Annexure in accordance with the “Guidance Note on Reports or Certificates for Special Purposes” issued by the Institute of Chartered Accountants of India (“ICAI”). The Guidance Note on Reports or Certificates for Special Purposes requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI. 8) We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, “Quality Control for Firms that perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements’. 9) A limited assurance engagement includes performing procedures to obtain sufficient appropriate evidence on the applicable criteria mentioned in paragraph 5 above. The procedures performed vary in nature, timing and extent from, and are less extent than for, a reasonable assurance. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had we performed a reasonable assurance engagement. Accordingly, we have performed the following procedures in relation to the Annexure: a) Obtained list of allottees from the management together with the amount received from allottees towards issue of fully convertible warrants of the Company; FORD RHODES PARKS & CO LLP b) Obtained bank statement of the Company of 23 June 2026 and 25 June 2026 and traced the name of the persons and the amounts appearing in the Annexure from the said bank statement. We have relied on the information obtained from the management in this regard and have not performed any independent procedures; and c) Conducted relevant management inquiries and obtained necessary representation. Conclusion 10) Based on the information, explanations and management representations provided to us and procedures performed by us, we report that the information given in the Annexure is in agreement with the relevant records of the Company and noth [Showing first 8,000 characters — download PDF for full document]