Zee Learn Limited has issued a comprehensive postal ballot notice dated February 10, 2026, seeking shareholder approval for significant corporate governance and employee benefit matters. The company has scheduled the voting process exclusively through electronic means, reflecting compliance with regulatory requirements and modern corporate practices.

Key Resolutions for Shareholder Approval

The postal ballot encompasses three critical resolutions that will shape the company's board composition and employee incentive structure:

Voting Timeline and Process

The company has established a structured timeline for the postal ballot process, ensuring adequate time for shareholder participation.

Board Appointments and Leadership Changes

Mr. Dattatraya Kelkar's Transition

Mr. Dattatraya Kelkar, aged 72, brings extensive experience from his previous tenure as an Independent Director from December 30, 2019, to December 29, 2025. His qualifications include BA, MA (PM & LW) from TISS, and LLB, with 33 years of business experience across real estate, manufacturing, and trading sectors. The company proposes his appointment as a Non-Executive, Non-Independent Director, recognizing his valuable contributions during his independent directorship.

Mr. Shiv Kumar Gupta's Appointment

The company seeks to appoint Mr. Shiv Kumar Gupta, aged 45, as an Independent Director for a three-year term from January 22, 2026, to January 21, 2029. A Chartered Accountant and US CPA with advanced executive education from IIM Ahmedabad, Mr. Gupta brings over 23 years of cross-sector experience in strategic finance leadership across education, technology, and payments sectors.

ESOP Repricing Initiative

The most significant financial proposal involves repricing outstanding stock options to address market volatility impacts. The company proposes to modify exercise prices for 14,34,909 outstanding options across multiple grant dates.

Current ESOP Structure

The repricing initiative aims to restore the value proposition of the ESOP scheme following sustained decline in share prices, ensuring fairness across the workforce and maintaining employee motivation.

Corporate Governance and Compliance

The postal ballot process demonstrates the company's commitment to regulatory compliance, conducted pursuant to Section 110 of the Companies Act, 2013, and SEBI Listing Regulations. CS Mita Sanghavi of M P Sanghavi & Associates LLP has been appointed as the Scrutinizer to ensure fair and transparent voting.

Shareholder Participation

Eligible shareholders as of the cut-off date February 13, 2026, can participate through NSDL's e-voting platform. The company has made the notice available on its website www.zeelearn.com and stock exchange platforms for easy access. Results will be communicated to BSE Limited and National Stock Exchange of India Limited upon declaration.

Zee Learn Limited announced its unaudited financial results for the quarter and nine months ended December 31, 2025, demonstrating strong standalone performance despite ongoing financial complexities. The Board of Directors approved these results at their meeting held on February 10, 2026.

Standalone Financial Performance

The company delivered impressive standalone results for Q3FY26, showcasing significant improvement across key financial metrics.

For the nine months ended December 31, 2025, standalone performance remained robust with revenue from operations reaching ₹15,865.72 lakhs compared to ₹14,564.30 lakhs in the corresponding period of the previous year. Net profit for the nine-month period stood at ₹1,773.31 lakhs versus ₹1,421.44 lakhs in the previous year.

Consolidated Operations Show Mixed Results

While standalone performance was strong, consolidated operations presented a different picture, reflecting the impact of subsidiary challenges and exceptional items.

The consolidated results included exceptional items of ₹353.13 lakhs for the nine-month period, primarily related to differential interest expenses payable to Tamilnad Mercantile Bank Limited.

Segment-wise Performance

The company operates across three main business segments, each showing varied performance:

Educational Services and Related Activities:

• Q3FY26 Revenue: ₹4,567.21 lakhs
• Segment Result: ₹112.77 lakhs profit

Construction and Leasing (for Education):

• Q3FY26 Revenue: ₹544.03 lakhs
• Segment Result: ₹253.72 lakhs loss

Training, Manpower and Related Activities:

• Q3FY26 Revenue: ₹2,855.81 lakhs
• Segment Result: ₹32.68 lakhs loss

Corporate Governance and Regulatory Matters

The Board approved a draft Postal Ballot Notice seeking member approval for two key matters: regularization of Additional Directors appointed under Section 161(1) of the Companies Act, 2013, and re-pricing of outstanding Employee Stock Options under the company's ESOP scheme.

Financial Restructuring and Debt Management

Zee Learn continues to manage complex financial obligations involving corporate guarantees and debt settlements. The company has entered into a Supplemental Facilities Agreement with Assets Care & Reconstruction Enterprise Limited (ACRE) regarding outstanding credit facilities. As of December 31, 2025, the outstanding amount payable to ACRE is ₹66,261.87 lakhs, while the total amount recoverable from four trusts/entities stands at ₹75,334.42 lakhs.

The company's subsidiary Digital Ventures Private Limited (DVPL) has successfully withdrawn from Corporate Insolvency Resolution Process (CIRP), with the Hon'ble NCLT approving the withdrawal application on December 19, 2025.

Investment in Subsidiaries

Zee Learn maintains significant investments in its wholly-owned subsidiary DVPL, totaling ₹56,490.19 lakhs as of December 31, 2025. The company has provided ₹22,172.05 lakhs toward impairment of loans and investments in DVPL, with management considering the net outstanding amount of ₹34,318.14 lakhs as recoverable.

Going Concern and Future Outlook

Despite facing challenges with negative working capital and complex debt restructuring, the company has prepared its financial statements on a going concern basis. Management believes that amounts payable under the Supplemental Facilities Agreement will be settled through asset monetization and improved operational performance from new business opportunities secured during the current financial year.