Zee Learn has formally notified stock exchanges about material developments affecting its subsidiary Liberium Global Resources Private Limited, following key client departures that are expected to significantly impact the subsidiary's operations and revenue.

Regulatory Disclosure Details

The company filed an official intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, addressing both BSE Limited and The National Stock Exchange of India Limited. The disclosure specifically mentioned that certain key clients have indicated non-continuation of services at Liberium Global Resources.

Material Impact Assessment

According to the regulatory filing, the client departures are expected to have a material impact on both operations and revenue of the subsidiary. The company has acknowledged the significance of these developments and their potential consequences for the subsidiary's business performance.

Management Response

Zee Learn has indicated that both the company and its subsidiary are currently evaluating appropriate steps to mitigate the impact of these client departures. The management has committed to keeping stock exchanges informed of any further material developments in this matter.

Corporate Governance

The disclosure was signed by Anil Gupta, Company Secretary and Compliance Officer, demonstrating the company's adherence to regulatory requirements and transparency in communicating material developments to stakeholders and investors.

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.