Zee Learn shareholders approved the disposal of equity shares and ceding control over its material subsidiary, Liberium Global Resources Private Limited. The special resolution passed with 97.26% support through a remote e-voting process that concluded on August 29, 2026.

The company disclosed the voting results under Regulation 30 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The postal ballot notice was issued on July 29, 2026. A public notice regarding the dispatch was published in The Free Press Journal and NavShakti on August 1, 2026. The e-voting period ran from July 31, 2026, at 9:00 am to August 29, 2026, at 5:00 pm.

Voting Breakdown

A total of 69,187,434 votes were polled out of 327,731,291 outstanding shares, representing a participation rate of 21.11%. The promoter group voted unanimously in favor, while public institutions voted entirely against the resolution.

What the Numbers Show

The voting data reveals a sharp divergence between institutional block holders and retail investors. While the promoter group provided full backing, public institutions—which hold approximately 6.7% of the total share capital—voted unanimously against the disposal. This suggests potential disagreement among larger non-promoter stakeholders regarding the strategic exit from the subsidiary, despite overwhelming support from non-institutional public shareholders.

M P Sanghavi & Associates LLP served as the scrutinizer for the e-voting process conducted via National Securities Depository Limited. The results are available on the company’s website and the NSDL e-voting portal.

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.