Zee Learn Limited has initiated a postal ballot process to seek shareholder approval for the complete divestment of its material subsidiary, Liberium Global Resources Private Limited. The company intends to sell its 100% equity stake in Liberium to Creantum Security Solutions Private Limited for a consideration of ₹20,00,000 (₹20 lakh). This strategic exit allows Zee Learn to concentrate resources on its core preschool and K-12 education operations by shedding a non-core workforce solutions business that has demonstrated inconsistent profitability and negative net worth.

The Board of Directors approved the transaction at its meeting held on July 29, 2026, citing Liberium’s misalignment with Zee Learn’s long-term strategic priorities. An independent valuation report dated July 13, 2026, determined no positive intrinsic value for Liberium’s equity shares as of June 30, 2026, due to total liabilities of ₹1,063.78 lakh exceeding assets of ₹954.68 lakh. Consequently, Liberium reported a negative net worth of ₹109.10 lakh. The sale requires a special resolution under Regulation 24(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Postal Ballot and Voting Details

Pursuant to Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Zee Learn published advertisements in The Free Press Journal (English) and NavShakti (Marathi) on August 1, 2026. Shareholders holding shares as of the cut-off date, Wednesday, July 29, 2026, are eligible to vote via remote e-voting facilitated by National Securities Depository Limited (NSDL). The voting window opens on Friday, July 31, 2026, at 9:00 a.m. (IST) and closes on Saturday, August 29, 2026, at 5:00 p.m. (IST). CS Mita Sanghavi of M P Sanghavi & Associates LLP has been appointed as the scrutinizer. Results are expected to be declared on or before Monday, August 31, 2026.

Strategic Rationale and Financial Context

Liberium, engaged in staffing and human resources outsourcing, has historically generated low profit margins. For FY26, Liberium reported revenue from operations of ₹10,490 lakh but incurred a net loss of ₹809 lakh. The board noted that key clients had discontinued services, adversely impacting future revenue outlooks. By divesting Liberium, Zee Learn aims to reduce administrative burdens and optimize financial resource allocation toward its primary educational services segment, which contributed ₹8,788.86 lakh to consolidated revenue in Q1FY27.

The transaction is not a related-party deal, as Creantum Security Solutions Private Limited is unrelated to Zee Learn’s promoters or management. Upon completion, expected within three months of shareholder approval, Liberium will cease to be a subsidiary, and its results will no longer be consolidated into Zee Learn’s financial statements. This aligns with the company’s ongoing restructuring efforts to enhance operational efficiency and shareholder value in its core education business.

[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.