India's leading television media and entertainment company Zee Entertainment Enterprises Ltd., or ZEEL, said its board had approved the draft composite scheme of arrangement between the company, ETC Networks Ltd., Zee Learn Ltd.,--the new company--for the merger of ETC Networks with the company, and upon such merger, de-merger of Education Business from the company into Zee Learn of ZLL. The board also approved the share swap/share entitlement ratio for the merger and de-merger.
The Mumbai-based company said the share swap/share entitlement ratio of 10:11 has been proposed as a consideration for the merger of ETC Networks, and 1:4 for the subsequent de-merger of Education Business into ZLL. The investments/shareholding of the company shall get cancelled as part of the merger scheme, it said.
The board in its meeting on December 23 granted in-principle approval for the merger of ETC with the company and subsequent de-merger of the Education Business into a separate entity.
The appointed date for the merger of ETC with the company is March 31 next year, and that for de-merger of Education Business into ZLL is April 1, 2010. However, the scheme is subject to necessary approvals of the the shareholders/creditors of the respective companies, the Bombay High Court and other statutory/regulatory authorities.
The share exchange/share entitlement ratio was based on the valuation report submitted by an independent valuer, Grant Thornton India.
Presently, ETC is a 50.18% subsidiary of ZEEL and is listed on the Bombay and National Stock Exchanges, with business interests spanning over broadcasting and education. Within the broadcasting venture, the company operates two music channels in Hindi and Punjabi languages. The education operations of ETC span across child education and youth vocational training business. During the last fiscal, the broadcasting operations generated revenues of Rs.41.50 crore, whereas education operations fetched revenues of Rs.25.10 crore.
Commenting on the acquisition of ETC, Chief Executive Officer Punit Goenka said: "This year the company has taken active steps to consolidate its offerings, thus ensuring a greater focus on building a complete core-entertainment and with niche channels coming forth in a digital environment, this consolidation is another step towards ensuring a stronger future. We are confident that this development would help create value for shareholders of Zee."
At the BSE. Zee Entertainment closed Tuesday's trading at Rs.265.35, down by Re.0.15 or 0.06% on a volume of around 92K shares. The scrip touched an intraday high of Rs.269.70 and a low of Rs.263.50.
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