Zee Learn Ltd Directors Report

To the Members,

The Board of Directors of the Company is pleased to present the Sixteenth (16^th) Annual Report of the Company, together with an overview of the Companys business and operations and the Audited standalone and consolidated financial statements for the financial year ended March 31, 2026.

1. Financial Highlights

The highlight of the financial performance of the Company for the year ended March 31, 2026, is summarized as follows:

	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Revenue from Operations	31,256.58	27,384.04	43,906.31	37,193.75
Other Income	1,047.65	1,191.97	1,842.77	2,059.73
Total Income	32,304.23	28,576.01	45,749.08	39,253.48
Total Expenses	24,433.46	21,120.97	41,718.73	34,369.10
Profit/(Loss) before Tax before exceptional items	7,870.77	7,455.04	4,030.35	4,884.38
Less: Exceptional Items	(4,057.68)	-	(2,747.88)	1,596.65
Profit/(Loss) before Tax after exceptional items	11,928.45	7,455.04	6,778.23	3,287.73
Less: Total Tax Expense	2,871.76	2,036.48	2,925.68	2,015.39
Profit/(Loss) after Tax	9,056.69	5,418.56	3,852.55	1,272.34
Other Comprehensive Income/(Loss)	16.05	2.09	16.05	2.09
Total Comprehensive Income/(Loss)	9,072.74	5,420.65	3,868.60	1,274.43

2. Business and Financial Performance Overview Business Overview

With the motto of building the nation through education, your Company is constantly contributing in the field of education across age groups, all the while maintaining its core values of integrity, ownership, leadership, trust and continuous learning. We believe that every child has a unique and infinite potential, and we are committed to helping children realise their capabilities. During the year, there have been no material changes in the nature of business of the Company.

Standalone Financial Performance Overview

During the year under review, the Company earned a Total Income of H 32,304.23 Lakhs as against H 28,576.01 Lakhs in the previous financial year.

The Company has recorded a Profit before tax before exceptional items of H 7,870.77 Lakhs for the year ended March 31, 2026, as compared to H 7,455.04 Lakhs in the previous financial year.

The Profit after tax for the year ended March 31, 2026, stood at H 9,056.69 Lakhs as compared to profit after tax of H 5,418.56 Lakhs in the previous financial year.

Consolidated Financial Performance Overview

During the year under review, the Company earned a Total Income of H 45,749.08 Lakhs as against H 39,253.48 Lakhs in the previous financial year.

The Company recorded a Profit before tax before exceptional item of H 4,030.35 Lakhs for the year ended March 31, 2026, as compared to H 4,884.38 Lakhs in the previous financial year.

The Profit after Tax for the year ended March 31, 2026, stood at H 3,852.55 Lakhs as compared to profit of H 1,272.34 Lakhs in the previous financial year.

3. CAPITAL STRUCTURE & LIQUIDITY

Authorized Share Capital

The Authorized Share Capital of the Company as on March 31, 2026, was H 1,00,00,00,000 (Rupees Hundred Crore) divided into 1,00,00,00,000 equity shares of H 1 each.

Issued and Paid-Up Capital

The paid-up Equity Share Capital as on March 31, 2026, was H 32,70,62,005 (Rupees Thirty-Two Crore Seventy Lakh Sixty- Two Thousand Five Only) divided into 32,70,62,005 shares of H 1 each.

During the year under review the Company has neither issued any shares or convertible securities with differential voting rights as to dividend, voting or otherwise, nor issued shares (including sweat equity shares) or warrants to the employees of the Company under any scheme. As on March 31, 2026, none of the Directors of the Company hold instruments convertible into equity shares of the Company. During the year, the Company has not allotted any Equity Shares under Employee Stock Option Scheme.

Listing of Securities

The Companys equity shares continue to be listed and traded on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE); both these Stock Exchanges have nationwide trading terminals and hence facilitate the shareholders/ investors of the Company in trading the shares. The Company has paid the annual listing fee for the financial year 2026-27 to the said Stock Exchanges.

Depositories

The Company has arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), the Depositories, for facilitating the Members to trade in the equity shares of the Company in Dematerialized form. The Annual Custody fees for the financial year 2026-27 have been paid to both the Depositories.

Non-Convertible Debentures

The Company had allotted 650 rated, unlisted, redeemable, non-convertible Debentures ("Debentures" Or "NCDs") having a face value of H 10,00,000/- (Rupees Ten Lakh Only) each, aggregating upto H 65,00,00,000/- (Rupees Sixty-Five Crore Only), on a private placement basis in terms of the Information Memorandum.

The terms of the Debentures were subsequently revised on July 14, 2020, pursuant to which the face value of each NCD was revised to H 6.85 lakh and the coupon rate was revised to 10.02% per annum. Accordingly, the 650 NCDs were to be redeemed in six instalments commencing from January 13,

2021, with the final instalment falling due on July 13, 2022. Thereafter, pursuant to an Amendment Deed dated June 17,

2022, the terms of the Debentures were further revised, and the final redemption date was extended to August 13, 2023.

The Company has defaulted in redemption of debentures and payment of interest on such debentures during the previous years and the current year. The debentures are secured by first pari passu charge on all the fixed and current assets, all the rights, titles and interests to provide security cover of 1.1 times on outstanding amount.

4. Employees Stock Option Scheme

The Company has implemented an Employees Stock Option Scheme called ZLL ESOP 2010 - AMENDED 2015 (ESOP Scheme) in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 for grant of stock options to its eligible employees of the Company and its Subsidiaries. The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employee Stock Option Scheme of the Company.

During the year under review, the Members of the Company, vide Special Resolution passed on March 22, 2026, approved the repricing of the exercise price of 14,34,909 outstanding stock options, whether vested or unvested, but yet to be exercised, to H 1 per stock option. No stock options were granted under the ESOP Scheme during the financial year under review.

The Board believes that this Scheme will help create long term value for shareholders and operate as a long-term incentive to attract and retain senior managerial talent. Requisite disclosures as required under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, along with the certificate issued by the Secretarial Auditor under Regulation 13 confirming that the scheme has been implemented in accordance with the said Regulations, is annexed to this report as Annexure A.

5. Subsidiary/Associate/Joint Ventures Subsidiaries

The Company has three Wholly Owned Subsidiaries as on March 31, 2026, which are as follows:

• Digital Ventures Private Limited

• Liberium Global Resources Private Limited

• Academia Edificio Private Limited

On March 17, 2026, the Board of Directors approved to make an application to the Registrar of Companies, Mumbai, for striking off the name of Academia Edificio Private Limited, a wholly owned subsidiary, from the Register of Companies, pursuant Section 248(2) of the Companies Act, 2013. The application was made as the subsidiary had not carried on any business or operation since its incorporation.

As at the date of this Report, the name of Academia Edificio Private Limited the Register of Companies and the company stands dissolved pursuant to the order/notice issued by the Registrar of Companies, Mumbai.

Subsequent to the closure of the financial year, at its meeting held on July 29, 2026, the Board of Directors approved the sale of the Companys entire shareholding comprising 1,000 equity shares of H 10 each, aggregating to H 10,000 and representing 100% of the paid-up equity share capital of Liberium Global Resources Private Limited, a wholly owned subsidiary of the Company.

Upon completion of the proposed transaction, Liberium Global Resources Private Limited will cease to be a subsidiary of the Company. The proposed transaction is subject to the approval of the Members of the Company and such regulatory, statutory and other approvals, consents and conditions as may be applicable.

During the year under review, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statements of the Company, which form part of this Annual Report.

Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as an Annexure to the financial statements. The statement also provides details of the performance and financial position of the subsidiaries.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Audited Annual Financial Statements of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company i.e www.zeelearn.com. The Company does not have joint venture or associate companies within the meaning of Section 2(6) of the Companies Act, 2013.

Material Subsidiaries:

The Board has adopted a Policy for determining Material Subsidiaries in accordance with the requirements of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy, as approved by the Board, is uploaded on the Companys website accessible at https://zeecms.s3.ap-south-1.amazonaws.com/uploads/5.- Policy-for-determination-of-Material-Subsidiary.pdf. In terms of the criteria laid down in the Policy and as per the definition of material subsidiary provided in Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companys Consolidated Financial Results for the financial year ended March 31, 2026, following Subsidiaries are identified as Material Subsidiaries:

• Digital Ventures Private Limited

• Liberium Global Resources Private Limited

6. Dividend

The Board intends to retain its internal accrual to support the Companys future business needs and growth. As a result, no dividend has been proposed for the year ended March 31, 2026. The Company has not given any interim dividend during the financial year under review.

7. Directors and Key Managerial Personnel

The Company has an appropriate mix of Executive, Non-Executive Non-Independent and Independent Directors representing a blend of professionalism, knowledge and experience which ensures that the Board independently performs its governance and management functions. The Company professes the importance of diversity at Board and at all levels within the organization.

Composition of Board

The Board of Directors of the Company comprises of One (1) Executive Director, Two (2) Non-Executive Non-Independent Director and Three (3) Independent Directors as on March 31, 2026.

During the year under review the following changes took place in the composition of Board of Directors under review:

1. The second term of the Non-Executive Independent Directorship of Mr. Roshan Lal Kamboj (DIN: 01076066) came to an end on May 17, 2025, and therefore he ceased to be a Non-Executive Independent Director of the Company with effect from the end of business hours of May 17, 2025.

2. Mr. Parag Agarawal (DIN: 10652558) was appointed by the Board of Directors as an Additional Director under the category of Non-Executive Independent Director with effect from August 5, 2025. Further the Members of the Company had vide resolution passed at the Annual General Meeting of the Company on September 26, 2025 approved the appointment of Mr. Parag Agarawal as a Director, not liable to retire by rotation for a period of five (5) consecutive years with effect from August 5, 2025 upto August 4, 2030.

3. The second term of the Non-Executive Independent Directorship of Mr. Dattatraya Kelkar (DIN: 00118037) came to an end on December 29, 2025, and therefore he ceased to be a Non-Executive Independent Director of the Company with effect from the end of business hours of December 29, 2025.

4. Mr. Dattatraya Kelkar (DIN: 00118037) was appointed by the Board of Directors as an Additional Director under the category of Non-Executive Director with effect from December 30, 2025.

5. Mr. Shiv Kumar Gupta (DIN: 11493537) was appointed by the Board of Directors as an Additional Director under the category of Non-Executive Independent Director with effect from January 22, 2026.

6. On March 22, 2026, the Members of the Company had vide resolution passed through postal ballot, approved the appointment of Mr. Dattatraya Kelkar (DIN: 00118037) as a Director under the category of Non-Executive Director, liable to retire by rotation and Mr. Shiv Kumar Gupta (DIN: 11493537) as a Director under the category of Non-Executive Independent Director, not liable to retire by rotation for a period of three (3) consecutive years with effect from January 22, 2026 to January 21, 2029.

7. The second term of the Non-Executive Independent Directorship of Ms. Nanette Dsa (DIN: 05261531) came to an end on March 30, 2026, and therefore she ceased to be a Non-Executive Independent Director of the Company with effect from the end of business hours of March 30, 2026.

After the closure of the financial year,

Upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Ms. Nanette Dsa (DIN: 05261531) with effect from April 2, 2026, as an Additional Director pursuant to Section 161 of the Companies Act, 2013 under the category of Non-Executive Director.

The Members of the Company, through a resolution passed by postal ballot on June 28, 2026, had approved the appointment of Ms. Nanette DSa as a Director under the category of Non-Executive Director, liable to retire by rotation.

In the opinion of the Board, the Independent Directors appointed during the year as well as the other Independent Directors possess requisite expertise, integrity, experience and proficiency.

No other changes took place after the closure of financial year in the composition of the Board of Directors.

Mr. Manish Rastogi, Executive Director of the Company shall be liable to retire by rotation at the 16^th Annual General Meeting of the Company. He, being eligible, offers himself for reappointment subject to the approval of the Members at the ensuing Annual General Meeting and the said proposal forms part of the Notice of the meeting. Your Board recommends the proposal for approval of the Shareholders.

The information as required to be disclosed under the SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015 (Listing Regulations) in case of appointment/ re-appointment of the director, if any, is provided in the Report

on Corporate Governance which forms part of this Report and in the Notice of the ensuing Annual General Meeting.

The disclosure in pursuance of Schedule V to the Companies Act, 2013 and SEBI Listing Regulations pertaining to the remuneration, incentives etc. paid to the Directors is given in the Corporate Governance Report.

Key Managerial Personnel (KMP)

In terms of the provisions of Sections 2(51) and 203 of the Act and as on March 31, 2026, the following were the KMPs of the Company:

Mr. Manish Rastogi; Whole-time Director & Chief Executive Officer

Mr. Rakesh Chaturvedi; Chief Financial Officer Mr. Anil Gupta; Company Secretary

During the financial year under review, Mr. Anish Shah resigned as the Chief Financial Officer of the Company with effect from November 6, 2025. Mr. Rakesh Chaturvedi was appointed as the Chief Financial Officer of the Company with effect from November 7, 2025.

There were no changes in the Key Managerial Personnel of the Company between the closure of the financial year and the date of the report.

Board Meetings

The meetings of the Board are scheduled at regular intervals to discuss and decide on matters of business performance, policies, strategies and other matters of significance. Notice of the meeting is circulated in advance, to ensure proper planning and effective participation. In certain exigencies, decisions of the Board are also accorded through circulation. The Directors of the Company are given the facility to attend meetings through video conferencing, in case they so desire, subject to compliance with the specific requirements under the Act.

The Board met ten (10) times during the financial year 2025-26, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening period between two consecutive Board Meetings was within the maximum time permissible under the Act and Listing Regulations.

Declaration by Directors/Independent Directors

All Directors of the Company have confirmed that they are not debarred from holding the office of Director by virtue of any SEBI Order or order of any other such authority. The Directors, Key Managerial Personnel and Senior Management have affirmed compliance with the Code of Conduct laid down by the Company.

Independent Directors provide declarations, both at the time of appointment as well as annually, confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations. Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

A declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, along with a declaration as provided in the Notification dated October 22, 2019, issued by the Ministry of Corporate Affairs (MCA), regarding the requirement relating to enrollment in the Data Bank for Independent Directors as stipulated under Section 150 of the Act, has been received from all the Independent Directors, along with declaration made under Section 149(6) of the Act.

There are no pecuniary relationships or transactions between the Independent Directors and the Company, except for the payment of Sitting Fee and / or Commission, within the limits approved by the members and Board of Directors of the Company.

Annual Performance Evaluation

The Board evaluation framework has been designed in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations. The Independent Directors of your Company, in a separate meeting held on February 10, 2026 without presence of other Directors and management, evaluated the performance of the Chairperson and other Non-Independent Directors along with the performance of the Board based on various criteria. A report on such evaluation done by the Independent Directors was taken on record by the Board and further your Board, in compliance with requirements of the Act, evaluated performance of all the Directors, Board as a whole, based on various parameters including attendance, contribution etc.

At the Board meeting that followed the meeting of the Independent Directors, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated. The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Report.

Committees of Board

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board had constituted various Committees including Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.zeelearn. com. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

Vigil Mechanism and Whistle Blower Policy

The Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Vigil Mechanism and Whistle Blower Policy, which provides a robust framework for dealing with genuine concerns & grievances. The policy provides access to Directors / Employees / Stakeholders of the Company to report concerns about unethical behavior, actual or suspected fraud of any Director and / or Employee of the Company or any violation of the Code of Conduct. The policy safeguards whistleblowers from reprisals or victimization, in line with the Regulations. Any incidents that are reported are investigated and suitable action is taken in line with the Policy. Further during the year under review, no case was reported under the Vigil Mechanism. In terms of the said policy, no personnel have been denied access to the Audit Committee of the Board.

The Vigil Mechanism and Whistle Blower policy has been posted on the website of the Company at https://zeecms.s3.ap- south-1.amazonaws.com/uploads/7.-Whistle-Blower-Policy.pdf

8. CORPORATE SOCIAL RESPONSIBILITY

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee (CSR Committee). The CSR Committee as on March 31, 2026, comprised of Mr. Surender Singh — Non-Executive Director as Chairperson, Mr. Parag Agarawal — Independent Director, and Mr. Karunn Kandoi - Independent Director as Members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

CSR at Zee Learn is all about creating sustainable programs that actively contribute to and support the social and economic development of society. The Company has spent towards

CSR activities as per the policy of the Company. The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure B of this report.

9. Auditors

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Shareholders of the Company at the 15^th Annual General Meeting of the Company held on September 26, 2025, approved the re-appointment of Ford Rhodes Parks & Co. LLP., Chartered Accountants (Firm Registration No. 102860W/W100089) as the Statutory Auditors of the Company for the second term of five (5) consecutive years from the conclusion of this 15^th Annual General Meeting till the conclusion of the 20^th Annual General Meeting to be held in the year 2030.

During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria required under Companies Act, 2013 and Code of Ethics issued by Institute of Chartered Accountants of India. The Statutory Auditors have further confirmed that they hold valid Peer review Certificate.

The audit report given by Ford Rhodes Parks & Co. LLP., Chartered Accountants on the financial statements of the Company for the financial year ended March 31, 2026, forms part of the Annual Report. The Auditors have issued a modified opinion in their report on the financial statements of the Company and Boards response to the same is annexed to this Report in Annexure C.

During the year under review, the Statutory Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the cost records maintained by the Company in respect of its education services are audited by the Cost Auditor in accordance with the applicable provisions.

The Board of Directors of the Company, on the recommendation of the Audit Committee, had appointed M/s Vaibhav P Joshi & Associates, Cost Accountants (Firm Registration No. 101329) to undertake audit of the cost records of the Company for the financial year 2026-27.

As required under the Companies Act, 2013, a resolution seeking members approval for remuneration payable to the

Cost Auditor forms part of the Notice convening the Annual General Meeting.

Secretarial Auditors

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Members of the Company have at the 15^th Annual General Meeting of the Company held on September 26, 2025 approved the appointment of M P Sanghavi & Associates LLP; Company Secretaries having Firm Registration No.: L2020MH007000, holding Peer Review Certificate No. 2972/2023 as the Secretarial Auditor of the Company for a period of five (5) consecutive years to hold office from the conclusion of the 15^th Annual General Meeting till the conclusion of the 20^th Annual General Meeting of the Company to be held in the year 2030.

The report issued by the Secretarial Auditors for the financial year 2025-26 is annexed as Annexure D and forms part of the Boards Report. The Auditors Report contains a qualification/ observation, and the Boards response in this regard forms part of this Report as Annexure C.

During the year under review, the Secretarial Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), 2015 the Secretarial Audit Report of the material subsidiaries of the Company namely Digital Ventures Private Limited and Liberium Global Resources Private Limited are annexed to this report.

Annual Secretarial Compliance Report

In compliance with Regulation 24A of the Listing Regulations and the SEBI circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, the Company has undertaken an audit for the financial year 2025-26 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly issued by M P Sanghavi & Associates LLP has been submitted to the Stock Exchanges within the prescribed timelines

The Auditors Report contains qualification, and Boards response in this regard forms part of this Report as Annexure C.

10. Corporate Governance Report

The fundamental principle of Corporate Governance is achieving sustained growth ethically and in the best interest of all stakeholders. It is not a mere compliance of laws, rules and regulations but a commitment to values, best management practices and adherence to the highest ethical principles in all

its dealings to achieve the objectives of the Company, enhance stakeholder value and discharge its social responsibility.

To maximize shareholder value on a sustained basis, your Company constantly assesses and benchmarks itself with well-established Corporate Governance practices besides strictly complying with the requirements of Listing Regulations and applicable provisions of the Act.

In terms of the requirements of Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by M P Sanghavi & Associates LLP, is attached and forms an integral part of this Annual Report.

11. Disclosures

a. Particulars of loans, guarantees and investments:

The particulars of loans, guarantees and investments made by the Company, as required under Section 186 (4) of the Companies Act, 2013 are set out in Note No.: 40 to the Standalone Financial Statements which forms part of this Annual Report.

b. Transactions with Related Parties:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were on arms length basis, in the ordinary course of business and in compliance with applicable provisions of the Companies Act, 2013 and Listing Regulations.

During financial year 2025-26, there were no materially significant related party transactions by the Company with the Promoters, Directors, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of the Company.

All related party transactions, specifying the nature, value and terms of the transactions including the arms-length justification, are placed before the Audit Committee for its approval and a statement of all related party transactions carried out is placed before the Audit Committee for its review on quarterly basis.

During the year under review, there have been no materially significant transactions prescribed under Section 188(1) with related parties as defined under Section 2(76) of the Act and accordingly the information as prescribed under Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

c. Risk Management

The Company has defined operational processes to ensure that risks are identified, and the operating management is responsible for reviewing, identifying and implementing, mitigation plans for operational and process risk. Key strategic

and business risks are identified, reviewed and managed by the senior management team.

d. Internal Financial Controls and their Adequacy

The Company has adequate internal financial controls and processes for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The internal audit plan is dynamic and aligned to the business objectives of the Company and is evaluated by the Audit Committee periodically and at the end of each financial year. During the year, such controls were assessed and no reportable material weakness in the design or operation were observed.

e. Public Deposits:

The Company has not invited or accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 from public during the year under review. There was no deposit outstanding at the beginning and end of the year.

f. Internal Auditor:

The Company has a robust internal audit framework, cosourced with independent firms of Chartered Accountants, to assess the effectiveness of internal controls, risk management and governance processes. The Audit findings are deliberated and reviewed by the Audit Committee, for monitoring and implementation of corrective actions undertaken by the management.

g. Transfer of unclaimed dividend to Investor Education and Protection Fund:

Pursuant to Section 125(2) of the Act, the Companies are required to credit to the Investor Education and Protection Fund (IEPF) any amount provided under clauses (a) to (n), within a period of thirty days of such amount becoming due to be credited to the fund. Section 124 and Section 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules) mandates that companies transfer dividend that has remained unclaimed for a period of seven years from unpaid dividend account to IEPF. Further, the Rules mandate the transfer of shares with respect to the dividend, which has not been paid or claimed for seven consecutive years or more to IEPF.

During the year, the Company transferred the unclaimed and un-encashed dividends for the financial year 2017- 18 aggregating to H8,14,472/- which were unclaimed for seven consecutive years to IEPF. The details of Annual Report 2025-26 Zee Learn Limited the resultant benefits arising out of shares already transferred to the IEPF, year wise amounts of unclaimed / un-encashed dividends lying in the unpaid

dividend account up to the year, which are liable to be transferred, are provided in the Corporate Governance Report (forming part of this Annual Report) and are also available on your Companys website, at www.zeelearn.com.

h. Unclaimed Shares:

Pursuant to Regulation 39 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there were no unclaimed shares outstanding as on March 31, 2026. Accordingly, no shares were lying in the Suspense Account of the Company as at the end of the financial year under review.

i. Transfer to General Reserve:

The Company has not transferred any amount to the General Reserve during the financial year.

j. Disclosure under Section 197(14) of the Act:

During the financial year 2025-26, the Executive Director of the Company did not receive any remuneration or commission from Companys subsidiaries.

k. Sexual Harassment:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Additionally, your Company has constituted Internal Complaints Committee functioning at various locations to redress complaints regarding sexual harassment.

The details of complaints received, disposed and pending, during financial year 2025-26 are as follows:

Number of complaints of sexual harassment received during the year: Nil

Number of complaints disposed: Nil

Number of complaints pending as on March 31, 2026: Nil

Number of cases pending for more than 90 days: Nil

l. Compliance with Maternity Benefit Act, 1961:

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961.

m. Secretarial Standards:

Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of

Company Secretaries of India and notified by Ministry of Corporate Affairs.

n. Annual Return:

Pursuant to Section 92 of the Act read with Companies (Management & Administration) Rules, 2014, the annual return of the Company in Form MGT-7 for the year ended March 31, 2026, can be accessed on the Companys website at https://cdn.zeelearn.com/zeecms/uploads/MGT-7%20 AC0732252-Signed.pdf.

o. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016:

Assets Care & Reconstruction Enterprise Limited V/s Zee Learn Limited

J.C. Flowers Asset Reconstruction Private Limited ("JCF"), as assignee of Yes Bank Limited ("Yes"), had filed an appeal before the Honble Supreme Court of India against the order dated February 16, 2023, passed by the Honble National Company Law Appellate Tribunal, whereby the order admitting the Company into the Corporate Insolvency Resolution Process ("CIRP") was set aside. On August 5, 2025, the Honble Supreme Court dismissed the appeal as withdrawn.

Subsequent to the end of the financial year, on June 8, 2026, the Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, while hearing the Company Petition No. 301 of 2022, noted that Assets Care & Reconstruction Enterprise Limited ("ACRE"), successor of JCF and Yes, who was the present Financial Creditor had decided to withdraw the Company Petition and would file an appropriate application in this relation. This submission was noted in the order passed by the Honble NCLT.

Axis Bank Limited V/s Zee Learn Limited

Axis Bank Limited had filed Company Petition No. 1126 of 2023 under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("IBC") before the Honble NCLT, Mumbai Bench, seeking initiation of CIRP against the Company.

On March 19, 2026, the Honble NCLT dismissed the petition as withdrawn. Accordingly, as on March 31, 2026, no proceeding under the IBC arising from the said petition was pending against the Company.

Assets Care & Reconstruction Enterprise Limited V/s Digital Ventures Private Limited

Axis Bank Limited had initiated CIRP against Digital Ventures Private Limited ("DVPL") and, pursuant to an order dated November 19, 2024, passed by the Honble NCLT, DVPL was admitted into CIRP. The debt facilities of DVPL were subsequently assigned by Axis Bank Limited to Assets Care & Reconstruction Enterprise Limited ("ACRE").

Following approval of the withdrawal by 96.05% of the Committee of Creditors, the Honble NCLT, Mumbai Bench, by its order dated December 19, 2025, allowed the application under Section 12A of the IBC. Accordingly, the CIRP against DVPL stood withdrawn with effect from December 19, 2025, the moratorium under Section 14 of the IBC ceased to be in force and, as on March 31, 2026, no CIRP arising from the said application was pending against DVPL. (for further details refer note no. 52 of standalone financials statements).

p. Significant material orders passed by the regulators or Courts:

Further no significant or material orders were passed by the regulators or courts or tribunals other than as mentioned in point (o) above which impact the going concern status and Companys operations in future.

q. Material changes and commitments affecting the financial position between the end of the financial year and the date of the report:

Subsequent to the close of the financial year, the Board of Directors of the Company, at its meeting held on July 29, 2026, approved the sale of the Companys entire shareholding in Liberium Global Resources Private Limited, a wholly owned subsidiary of the Company, comprising 1,000 equity shares of H 10 each, aggregating to H 10,000 and representing 100% of its paid-up equity share capital.

The transaction is subject to the approval of the Members of the Company and such regulatory, statutory and other approvals, consents and conditions as may be applicable. Upon completion of the proposed transaction, Liberium Global Resources Private Limited shall cease to be a subsidiary of the Company.

Except as stated above, there were no other material changes and commitments affecting the financial position of the Company that occurred between the end of the financial year on March 31, 2026, to which the financial statements relate and the date of this report.

r. Difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

The Company did not enter into any one-time settlement during the year under review, with any banks or financial institutions, therefore difference between amount of the valuation does not arise.

12. Conservation of Energy, Technology Absorption

The Company is engaged in the business of delivering learning solutions and training to the entire spectrum of society from

toddlers to teens through its multiple products. Since this business does not involve any manufacturing activity, most of the information required to be provided under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable. However, the information as applicable are given hereunder:

Conservation of Energy:

The Company, being a service provider, requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy and avoid wastages and conserve energy as far as possible.

Technology Absorption:

In its endeavor to deliver the best to its users and business partners, the Company has been constantly active in harnessing and tapping the latest and best technology in the industry.

13. Foreign Exchange Earnings and Outgo

During the year under review, there were no Foreign Exchange earnings and out go.

14. Human Resource Management

Human Resource Management remains a top priority for our Company, as we believe that a committed talent pool is the key to achieving excellent business results. Our constant endeavour is to foster a work culture that promotes collaboration, innovation, high performance, and agility. This has led us on the path of a new world of possibilities, requiring us to work on a new set of challenges for a future-ready workforce. To achieve this, we have adopted a strategic approach of harmonizing people practices, incorporating the best aspects, aligning with market practices, and building a future-ready organization.

At our Company, we acknowledge the critical role of human resources in driving growth, and we prioritize their satisfaction and well-being. Our HR policies are designed to attract, retain, and develop the best talent required for the business to thrive. We invest in regular training programs to ensure that our employees receive skill upgrades and personal development opportunities at every level of the organization.

Recognizing the value of our talent pool, we strive to retain our best employees by providing ample growth opportunities. Our focus is on continuous skill enhancement and development across the workforce. We conduct workshops nationwide to instill the Companys values in our employees work and behavior.

Our directors express their heartfelt appreciation for the significant contributions made by all employees. Their

competence, dedication, hard work, cooperation, and support have enabled the Company to achieve remarkable milestones consistently. We remain committed to nurturing our talent pool and fostering a culture of growth and success within the organization.

Particulars of Employees

The information required under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure E to this Report. However, the statement containing the names and other particulars of the top ten employees in terms of remuneration drawn and employees drawing remuneration in excess of the limits prescribed under the said Rules is not annexed herewith, it shall be made available to any member on request and is open for inspection through electronic mode.

15. Directors Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, with respect to Directors Responsibility Statement it is hereby confirmed:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2026, and the Statement of Profit & Loss for the year ended as on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to these financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026, and of the profits and loss of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) Requisite internal financial controls to be followed by the Company were laid down and that such internal financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

16. Cautionary Statement

Statements in this Report, particularly which relate to the Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations and actual results may differ materially from those either expressed or implied. Important factors that could affect the Companys operations include significant political and / or economic environment in India, tax laws, litigations, interest and other costs.

17. Acknowledgments

The Directors take this opportunity to extend their heartfelt gratitude for the unwavering support provided by the Companys stakeholders, and for the trust they have placed. The Directors firmly believe that nurturing a strong bond with the business constituents has been instrumental in the past success and will continue to drive the Companys future achievements.

The Directors highly value the professionalism and dedication displayed by all employees across the Company and its subsidiaries. Their significant contributions at every level have been pivotal in driving the Companys success.

The Board also acknowledges with deep appreciation the cooperation and support received from various government bodies, including the Central and State Governments, Ministry of Human Resource Development, Ministry of Finance as well as the Stock Exchanges and other stakeholders. We are equally thankful to franchisees, business partners, vendors, bankers, investors, service providers/partners, and other regulatory and government authorities for their continued trust and collaboration.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued stakeholders.

For and on behalf of the Board
Manish Rastogi	Surender Singh
Whole-time Director & CEO	Director
DIN: 10056027	DIN: 08206770
Date: July 29, 2026
Place: Mumbai