Zee Learn Ltd

Zee Learn Limited: Trading Window closed from October 1, 2026 for the quarter and half-year ended September 30, 2026; to reopen 48 hours after the unaudited results become generally available.

ESOP allotment and capital increase

• ESOP Allotment Committee approved allotment of 3,43,491 equity shares to eligible employees at ₹1 per share.
• Paid-up equity shares increased from 32,77,31,291 to 32,80,74,782.
• Total issued shares after allotment: 32,80,74,782 at ₹1 par value.
• Date of issue: September 28, 2026.

CIRP filing details

• CIRP petition filed by Asset Care & Reconstruction Enterprise against Zee Learn and DVPL.
• Amount of default alleged is approximately ₹821 crores.
• Petition filed before National Company Law Tribunal, Mumbai Bench, under Section 7 of IBC.
• Company and DVPL will take steps as advised by their legal counsels.
• Intimation is for compliance under Regulation 30.
• Annexure A provides detailed CIRP-related information and default amounts.
• Company will update stock exchanges on material developments.

AGM details

• Date and time: Sept 25, 2026, 3:00 PM; mode: VC/OAVM.

Shareholder turnout

• Cut-off date for shareholding: Sept 18, 2026; total shareholders on record: 154,270.

Resolutions and outcomes

• Adoption of standalone and consolidated financial statements approved (97.03% in favour, 2.97% against).
• Re-appointment of Manish Rastogi as director liable to retire by rotation; 91.51% in favour.
• Remuneration to Vaibhav Joshi & Associates, Cost Auditors for 2026-27 approved; 99.06% in favour.

Auditors and directors

• Cost auditors remuneration approved; no change in statutory auditor disclosed.

Dividend status

• Dividend: no proposal or declaration reported in the AGM results.

Related party transactions

• No material related party transactions disclosed.

AGM Details

• 16th AGM held on Sept 25, 2026 at 3:00 PM IST via VC/OAVM.
• Remote e-voting ran Sept 22–24, with 15-minute post AGM window.

Ordinary Business

• Adoption of standalone and consolidated financial statements for year ended March 31, 2026.
• Re-appointment of Manish Rastogi as Director, liable to retire by rotation.

Special Business

• Remuneration to Vaibhav P. Joshi & Associates as Cost Auditors for FY 2026-27.

Voting/Results

• Consolidated Scrutinizer's Report with voting results to be submitted to stock exchanges.

Key update

• ACRE invoked Zee Learn's corporate guarantee, demanding payment of Rs 818.23 crore.
• Notice dated September 15, 2026; communicated via email on September 16, 2026.
• Company is evaluating necessary steps in response to the invocation.

Financial snapshot

• Standalone revenue from operations rose to 31,256.58 lakhs.
• Standalone PAT at 9,056.69 lakhs; up 67% YoY.
• Consolidated revenue from operations at 43,906.31 lakhs; up 18%.
• Consolidated PAT at 3,852.55 lakhs; up from prior year.
• Basic EPS (Standalone) 2.77; Diluted 2.76.
• ROE Standalone 36%; ROCE 29%.
• Consolidated ROE 16%; ROCE 15%.
• No dividend declared for FY2026.
• Total assets Standalone 129,041 lakhs; Consolidated 159,281 lakhs.
• Net worth Standalone 25,385 lakhs; Consolidated 23,503 lakhs.
• End-FY cash: Standalone 5,798.23 lakhs; Consolidated 6,022.62 lakhs.

Business mix & segments

• Educational services revenue: 31,256.58 lakhs.
• Construction and leasing revenue: 2,159.35 lakhs.
• Training and manpower revenue: 10,490.38 lakhs.
• Inter-segment revenue minimal; net sales from operations: 43,906.31 lakhs.
• Education segment PBT: 7,861.25; Construction PBT: -1,855.10; Training PBT: -8.63; Total 5,997.52.

Balance sheet & liquidity

• Standalone net debt 10,097.21; gearing 28.46%.
• Consolidated net debt 27,828.85; gearing 54.21%.
• Standalone current ratio 1.04; Consolidated 1.01.
• NCDs: 650 outstanding; overdue; 3,551.62 lakhs secured by assets.
• Cash and equivalents Standalone 5,798.23; Consolidated 6,022.62.

Governance & board

• Parag Agarawal appointed Independent Director Aug 5, 2025.
• Dattatraya Kelkar ceased Dec 29, 2025; reappointed as Non-Executive Dec 30, 2025.
• Shiv Kumar Gupta appointed Independent Director Jan 22, 2026.
• Nanette D'sa ceased Mar 30, 2026; appointed Additional Apr 2, 2026.
• 10 Board meetings; Audit Committee 7 meetings; Nomination & Remuneration 6 meetings.
• ESOP repricing approved; 14,34,909 options repriced to Rs 1.
• ESOP pool expanded to 2,28,26,490 options.

Outlook, risks & strategy

• Going concern noted; DVPL CIRP withdrawal approved; management believes recoveries via assets.
• Asset-light, franchise-led growth focus; Cloud-based ecosystem; Znius platform.
• Government policy shift toward NEP 2020 and digitization; long-term education demand positive.

Post-year developments

• July 29, 2026: Board approved sale of Liberium Global Resources Private Limited.
• Liberium to cease as a subsidiary upon completion of sale.
• DVPL CIRP withdrawn in Dec 2025; DVPL restated.

CSR & ESG

• CSR expense 56.00 lakhs; 2% average net profit; shortfall 0.03 lakh (balance).
• CSR focus on Women empowerment and life skills; sports and youth.
• CSR spend approved with no unspent funds; donation to associated entities.

ESG: risk & controls

• Internal controls significant weaknesses noted by audit; management is addressing.
• Secretarial and internal control improvements; MR-3 findings disclosed.

AGM details

• 16th AGM on Sep 25, 2026 at 3:00 PM IST via VC/OAVM
• Deemed venue: registered office of the company
• Record date for voting: Sep 18, 2026
• Remote e-voting window: Sep 22–24, 2026
• No proxy attendance; VC/OAVM participation for members

Key resolutions

• Adopt standalone and consolidated financial statements for FY 2025-26
• Re-appoint Manish Rastogi as director, liable to retire by rotation
• Ratify remuneration of cost auditor for FY 2026-27

Resolution 1: Disposal of subsidiary

• Purpose: Special resolution to dispose Zee Learn's equity shares and cede control of Liberium Global Resources Pvt Ltd.
• Outcome: Approved by requisite majority; 97.26% in favour (67,293,806 votes) vs 2.74% against (1,893,628 votes).
• Voting: 534 members participated; total votes cast 69,187,434.
• Material impact: Change of control in Liberium Global Resources Pvt Ltd.