Revised Statutory Auditor Certificate under Regulation 169(5) of SEBI (ICDR) Regulations, 2018

July 27, 2026 National Stock Exchange of India Limited BSE Limited Exchange Plaza, Plot no. C/1, G Block, Bandra Corporate Relationship Department Kurla Complex (E) Phiroze Jeejeebhoy Towers Mumbai — 400051 Dalal Street, Mumbai — 400001 NSE Symbol - ZEEMEDIA Script Code - 532794 Kind Atten. : Manager — Corporate Relationship Department Subject : Submission of revised 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, This is in continuation to our earlier communication dated June 25, 2026, pursuant to Regulation 169(5) of the SEBI ICDR Regulations, wherein Statutory Auditor Certificate pursuant to Regulation 169(4) of ICDR Regulations was submitted by the Company. In this regard, please find enclosed herewith the revised certificate issued by Ford Rhodes Parks & Co. LLP, Chartered Accountants (Firm Registration No. 102860W/W100089), the Statutory Auditors of Zee Media Corporation Limited ("Company" / "Issuer"), certifying that the Company is in compliance with Regulation 169(4) of ICDR Regulations. The certificate has been revised to align with the format prescribed by the National Stock Exchange of India Limited and supersedes the certificate submitted earlier. You are requested to kindly take the same on record. Thanking you, Yours truly, For Zee Media Corporation Limited Ranjit Srivasta Company Secretary & Compliance Officer 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, Worli, Mumbai-400018, Maharashtra, India | D: +91-22-71055001 W: www.zeemedia.in | Email: zmcl@zeemedia.com | CIN: L92IOOMH1999PLC121506 News Channels in Hindi « English « Urdu ® Marathi * Bangla « Punjabi * Gujarati « Tamil © Telugu ¢ Kannada « Malayalam FORD RHODES PARKS & CO LLP CHARTERED ACCOUNTANTS (Formerly Ford, Rhodes, Parks & Co.) SAl COMMERCIAL BUILDING TELEPHONE: (91) 22 35114719 312/313, 3RD FLOOR, EMAIL : ffp_mumbai@hotmail.com BKS DEVSHI MARG, GOVANDI (EAST), MUMBAI - 400 088. independent Auditor's Report on receipt of consideration towards allotment of Equity Shares pursuant to conversion of fully convertible Warrants by Zee Media Corporation Limited, to Public Category — Foreign Portfolio Investor (i.e. Non-Promoter / Non-Promoter Group entity) on preferential basis 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, 2" Floor, Dr Annie Besant Road, Worli, Mumbai — 400018. This Report is issued in accordance with the terms of our engagement letter dated 30 June 2026 for compliance of requirement of Regulation 169(5) of Part VI of Chapter V of SEBI ICDR Regulations and is issued for onward submission to the National Stock Exchange of India Limited and BSE Limited in connection with receipt of balance 75% of the amount on allotment of 3,00,00,000 (Three Crores) fully paid-up Equity Shares of the Company on conversion of 3,00,00,000 (Three Crores) Warrants out of total 14,00,00,000 (Fourteen Crores) fully convertible Warrants (“Warrants”) issued on 25 June 2026, each convertible into one equity share of face value of Rs. 1/- each at an issue price of Rs. 8.50 each, by the Company to Foreign Portfolio Investors falling into Public Category (i.e. Non- Promoter/ Non- Promoter Group entity) (hereinafter referred to as “Allottee”). The accompanying Annexure containing details of receipt of consideration towards the allotment of specified securities and confirming compliance with the requirements of Regulation 169(4) of Part VI of Chapter V of the SEB! ICDR Regulations, has been prepared by the management of the Company for the purpose of submission along with this Report to National Stock Exchange of India 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 solely for identification purposes only. Management's Responsibility for the Annexure 3) 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. A Partnership Firm with RegistrationN.o : BA61078 converted into a Limited Liability Partnership (LLP) namely FORD RHODES PARKS &CO LLP w.e.f August 4, 2015 - LLP Identification No. AAE4990 Also at: BENGALURU - CHENNAI - KOLKATA - HYDERABAD FORD RHODES PARKS & CO LLP 4) The management is also responsible for ensuring: a) that the Company provides all relevant information to Securities and Exchange Board of India (the 'SEBI') and the stock exchanges; b) that the consideration received against allotment of 3,00,00,000 (Three Crores) Equity Shares of the Company on conversion of 3,00,00,000 (Three Crores) Warrants is from the respective allottee's bank account and there has been no circulation of funds or mere passing of book entries in this regard; c) that the 25% upfront money received from the allottees with respect to unexercised convertible warrants as on date, is not adjusted towards the balance 75% allotment money of the Allottee or towards any other allottees; d) maintenance of relevant records and documents in relation to point (b) above; and e) compliance with the requirements of the SEBI |CDR Regulations. Auditor's Responsibility 5) Pursuant to the requirements of Regulation 169(5) of Part VI of Chapter V of the SEBI ICDR Regulations, our responsibility is to express a reasonable assurance opinion 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 and whether: a) the Company has received 25% upfront money amounting to Rs. 6,37,50,000 on or before 25 June 2026 against the allotment of 3,00,00,000 warrants, at the price of Rs. 2.125 per warrant made on 25 June 2026. Whether, the Company has received the balance 75% allotment monies amounting to Rs. 19,12,50,000 from the bank account of the respective Allottee on 30 June 2026 against the allotment of 3,00,00,000 Equity Shares made on 30 June 2026 on conversion of 3,00,00,000 warrants from the aforesaid Allottee and there has been no circulation of funds or mere passing of book entries in this regard; b) the 25% upfront money received from the allottees with respect to unexercised convertible warrants as on date, has not been adjusted towards the balance 75% allotment money of the Allottee or towards any other allottees; c) the aforesaid consideration has been received from the Allottee's bank account and relevant documents, in this respect, including bank statement of the Allottee are maintained by the Company as on the date of this Report; and d) the Company has complied with the requirement of Regulation 169(4) and 169(5) of Part VI of Chapter V of SEBI ICDR Regulations, Section 42(6) of the C [Showing first 8,000 characters — download PDF for full document]