Zee Learn Limited has strengthened its board leadership with the appointment of Mr. Shiv Kumar Gupta as Additional Director in the category of Non-Executive Independent Director, effective January 22, 2026. The appointment was approved by the Board of Directors through a resolution passed by circulation, following the recommendation of the Nomination and Remuneration Committee.

Appointment Details

The key parameters of Mr. Gupta's appointment are outlined below:

Mr. Gupta has confirmed that he is not debarred from holding the office of Directors pursuant to any SEBI order or any other authority. His appointment has been made in accordance with the applicable provisions of the Companies Act, 2013, and Listing Regulations.

Professional Background

Mr. Shiv Kumar Gupta brings extensive strategic finance leadership experience spanning over 23 years across multiple sectors including education, technology, payments, and services. As a qualified Chartered Accountant and US CPA, he has completed advanced executive education from IIM Ahmedabad and Wharton.

His expertise encompasses several critical areas:

• Governance and controls implementation
• Capital allocation and strategic finance
• M&A and IPO readiness
• Treasury and regulatory compliance
• Enterprise-wide transformation initiatives

Leadership Experience

Mr. Gupta has held impactful leadership positions across diverse organizations. He served as the first professional CFO in Mayo College's 150-year history, where he centralized finance operations across multiple institutions and introduced structured monthly MIS reporting. At ApplyBoard India/APAC, he built the finance function from ground up for a CAD 4.00 billion-valued EdTech platform, implementing NetSuite and supporting IPO readiness initiatives.

During his tenure at Verifone Asia Pacific, he oversaw finance operations across more than 15 countries, driving pricing strategy and ERP integrations across diverse markets. His experience includes managing multi-jurisdictional treasury operations and supporting complex group structures with robust risk oversight.

Board Independence

The company has confirmed that Mr. Shiv Kumar Gupta is not related to any existing Director on the Board, ensuring his independence in the Non-Executive Independent Director role. This appointment aligns with corporate governance best practices and regulatory requirements for board composition.

The appointment strengthens Zee Learn's board with additional financial expertise and governance experience, particularly valuable given Mr. Gupta's extensive background in the education sector and his track record in building scalable finance functions across high-growth organizations.

Zee Learn Limited has received approval from the National Company Law Tribunal (NCLT) Mumbai for the withdrawal of Corporate Insolvency Resolution Process (CIRP) against Digital Ventures Private Limited (DVPL). The tribunal's order dated December 19, 2025, brings closure to the insolvency proceedings that had been ongoing since 2023.

NCLT Approval Details

The withdrawal application was filed by the Deemed Resolution Professional and received overwhelming support from creditors. Key details of the approval include:

The NCLT order was uploaded on the tribunal's official website on January 5, 2026, and communicated to Zee Learn by the Deemed Resolution Professional on January 6, 2026.

Legal Proceedings Background

The case, titled "Axis Bank Limited V/s Digital Ventures Private Limited," was heard under Section 7 of the Insolvency and Bankruptcy Code, 2016. The tribunal noted that compliance with Section 12A read with Regulation 30A of CIRP regulations had been completed before granting approval.

Immediate Impact

Following the NCLT's decision, several immediate changes take effect:

• The moratorium under Section 14 of the Insolvency and Bankruptcy Code ceases with immediate effect
• DVPL is released from the rigors of the CIRP process
• Asset records and possession will be handed over to the erstwhile management
• Resolution Professional fees will be settled through mutual agreement between parties

Regulatory Compliance

Zee Learn has informed both BSE Limited and the National Stock Exchange of India Limited about this development under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company referenced its earlier intimations dated December 18, 2025, and August 3, 2025, regarding the withdrawal process.

Case Closure

The NCLT Mumbai bench, comprising Hon'ble Member (Technical) Prabhat Kumar and Hon'ble Member (Judicial) Sushil Mahadeorao Kochhey, officially closed the case C.P. (IB) 1065 of 2023. The associated application IA(I.B.C)/3917(MB) of 2025 has been allowed and disposed of.

This development marks a significant milestone for Zee Learn Limited as it resolves the insolvency proceedings against Digital Ventures Private Limited, allowing the company to move forward without the constraints of the CIRP process.