Zee Learn Limited and its wholly owned subsidiary, Digital Ventures Private Limited (DVPL), have received notice of a petition filed by Asset Care & Reconstruction Enterprise Limited (ACRE) before the National Company Law Tribunal (NCLT). The petition seeks the initiation of the Corporate Insolvency Resolution Process (CIRP) citing an alleged default of approximately ₹821 crore.

The communication was received via email on September 26, 2026, from the advocate representing ACRE. The filing was made under Section 7 of the Insolvency and Bankruptcy Code, 2016. ACRE is identified as a financial creditor in the application filed at the NCLT Mumbai Bench.

Procedural Status and Company Response

The company stated that it will take steps as advised by its legal counsels regarding the matter. This disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to ensure compliance with stock exchange requirements. The company emphasized that this intimation is without prejudice to its legal rights and remedies available under applicable law.

Zee Learn indicated that it will keep the stock exchanges informed of any material developments in the matter as and when required. The company’s Board of Directors approved the disclosure, which was signed by Anil Gupta, Company Secretary and Compliance Officer.

Key Details of the Litigation

What the Numbers Show

The alleged default amount of ₹821 crore represents a significant financial liability relative to the company's current standing, triggering insolvency proceedings against both the parent entity and its subsidiary. The joint filing against Zee Learn and DVPL suggests that the financial obligations or guarantees may be linked across both entities, exposing the group structure to simultaneous resolution processes.

Zee Learn Ltd completed its 16th Annual General Meeting on September 25, 2026, with all proposed resolutions approved by shareholders. While the adoption of FY26 financial statements and cost auditor remuneration passed with overwhelming support, the re-appointment of Whole-time Director and CEO Manish Rastogi drew significant opposition from public non-institutional investors.

The meeting, chaired by Surender Singh and conducted via video conferencing under SEBI (LODR) Regulations, 2015, saw 108 members attend virtually. The remote e-voting period ran from September 22 to September 24, 2026. M P Sanghavi & Associates LLP served as the scrutinizer, consolidating voting results which were subsequently submitted to stock exchanges.

Voting results and shareholder sentiment

The voting data reveals a divergence in shareholder opinion regarding the management team. While promoters voted unanimously in favour of all resolutions, public shareholders expressed distinct views on specific agenda items.

For the re-appointment of Mr. Rastogi (DIN: 10056027), who is liable to retire by rotation, 8.49% of the total votes polled were cast against the resolution. This opposition was concentrated entirely among public non-institutional shareholders, where 52.09% of the votes polled in that category voted against the re-appointment. In contrast, public institutional shareholders voted 100% in favour.

Board attendance and governance

The Board of Directors demonstrated full attendance across various locations, reflecting the virtual nature of the assembly. The Statutory Auditor and Secretarial Auditor were also present via video link.

Chief Financial Officer Rakesh Chaturvedi addressed member queries alongside the CEO. The meeting concluded at 4:51 pm, including time allocated for e-voting.

What the numbers show

The voting pattern highlights a clear split in shareholder base dynamics. Promoters, holding 49,087,388 shares, voted 100% in favour of all resolutions, ensuring their passage. However, the 8.49% overall vote against Mr. Rastogi's re-appointment indicates substantial dissatisfaction within the retail investor segment. Specifically, among public non-institutional shareholders, more than half (52.09%) of those who voted opposed the CEO's continuation, suggesting a lack of confidence in leadership despite the financial statements being accepted by the broader shareholder base.