[Zee Learn Limited](zee learn) shareholders have approved the appointment of Ms. Nanette D'sa as a Director of the company, liable to retire by rotation. The resolution was passed through a remote e-voting process, which concluded on June 28, 2026, with 96.85% of the total votes cast in favour. The postal ballot notice was issued on May 22, 2026, seeking shareholder approval for this special business.

The voting process was conducted in accordance with Section 110 and Section 108 of the Companies Act, 2013, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. M P Sanghavi & Associates LLP was appointed as the scrutinizer to oversee the voting process. The remote e-voting facility was provided by National Securities Depository Limited (NSDL), and the scrutinizer's report confirmed the approval with the requisite majority.

Voting Results

The total number of votes polled stood at 58,836,779, representing 17.99% of the total outstanding shares. A total of 432 members participated in the voting process. The breakdown of the votes indicates strong support from the promoter group and a majority of public shareholders.

Scrutinizer's Report

The scrutinizer, M P Sanghavi & Associates LLP, verified the votes cast and submitted the report on June 29, 2026. The report confirmed that the Ordinary Resolution for the appointment of Ms. Nanette D'sa (DIN: 05261531) was duly approved. The e-voting period commenced on May 30, 2026, and concluded on June 28, 2026. The detailed voting results and the scrutinizer's report have been made available on the company's website and the NSDL e-voting portal.

Zee Learn Limited reported a standalone net profit of ₹54.19 crore for the financial year ended March 31, 2025, while consolidated net profit stood at ₹12.72 crore. The Board of Directors approved the audited standalone and consolidated financial results for the quarter and year ended March 31, 2025, at a meeting held on May 15, 2025. The statutory auditors, Ford Rhodes Parks & Co. LLP, issued a qualified opinion on the financial statements, highlighting material uncertainties regarding corporate guarantees and the company's ability to continue as a going concern.

Financial Performance

For the year ended March 31, 2025, Zee Learn recorded total standalone income of ₹2,857.60 crore, up from ₹2,622.18 crore in the previous year. Total expenses for the period stood at ₹2,112.10 crore. On a consolidated basis, total income rose to ₹3,925.35 crore from ₹3,781.99 crore in FY24, with total expenses at ₹3,436.91 crore. The company reported basic earnings per share (EPS) of ₹1.66 on a standalone basis and ₹0.39 on a consolidated basis for the year.

Audit Qualifications and Going Concern

The auditors issued a qualified opinion due to several material factors. The company and its subsidiary, Digital Ventures Private Limited (DVPL), are involved in disputes regarding corporate guarantees invoked by lenders, including Yes Bank Limited and Axis Bank Limited. A settlement agreement with J.C. Flowers Asset Reconstructions Private Limited was terminated, and the outstanding facilities were assigned to Assets Care & Reconstruction Enterprise Limited (ACRE). As of March 31, 2025, the outstanding amount payable under the Supplemental Facilities Agreement with ACRE is ₹63,436.19 lakh. The auditors noted that the company has not carried out an impairment assessment of ₹69,458.74 lakh receivable from four trusts/entities as required by Ind AS 109.

Additionally, the auditors highlighted that despite the initiation of Corporate Insolvency Resolution Process (CIRP) proceedings against DVPL, the company has not provided for liabilities against corporate guarantee obligations. The auditors also expressed uncertainty regarding the recoverability of net investments and receivables from DVPL amounting to ₹34,388.10 lakh. Consequently, the auditors indicated that these events cast significant doubt on the company's ability to continue as a going concern, though the management believes the amounts will be settled through asset monetization.

Key Financial Metrics

The following table summarizes the standalone financial results for Zee Learn Limited for the year ended March 31, 2025:

Board Appointments

The Board appointed Vaibhav P Joshi & Associates, Cost Accountants, as the Cost Auditors for the financial year 2025-26, subject to shareholder ratification. Additionally, M P Sanghavi & Associates LLP was appointed as the Secretarial Auditor for a five-year term starting from financial year 2025-26, also subject to shareholder approval.