Shareholders meeting

September 2, 2026 BSE Limited National Stock Exchange of India Limited Corporate Relationship Department, Exchange Plaza, Phiroze Jeejeebhoy Towers, Block G, C-1, Bandra-Kurla Complex, Dalal Street, Fort, Bandra (East), Mumbai-400 001 Mumbai-400 051 BSE Scrip Code: 533287 NSE Symbol: ZEELEARN Sub: Notice of 16th Annual General Meeting of the Company for the financial year 2025-26 pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Dear Sir/ Ma’am, Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) 2015, please find herewith enclosed, Notice along with Explanatory Statement of the 16th Annual General Meeting of the Company, scheduled to be held on Friday, September 25, 2026, at 03:00 p.m. (IST) through Video Conferencing/Other Audio Visual Means (VC/OAVM) in accordance with the relevant circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI). The said Notice forms part of the Annual Report 2025-26. The AGM Notice is also available on the website of the Company at https://cdn.zeelearn.com/zeecms/uploads/16th_AGM_Notice.pdf You are requested to take the aforesaid information in your records. Thanking you. Yours faithfully, For ZEE LEARN LIMITED ANIL GUPTA COMPANY SECRETARY & COMPLIANCE OFFICER Encl: as above ZEE LEARN LIMITED CIN: L80301MH2010PLC198405 Registered Office: Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai-400 018 Email Id: investor_relations@zeelearn.com | Website: www.zeelearn.com NOTICE NOTICE is hereby given that the Sixteenth (16th) Annual Number: 10056027), who retires by rotation at this Annual General Meeting of the Members of Zee Learn Limited (CIN: General Meeting and being eligible, has offered himself for L80301MH2010PLC198405) will be held on Friday, September re-appointment, be and is hereby re-appointed as a Director 25, 2026, at 3:00 P.M. through Video Conferencing (“VC”) of the Company, liable to retire by rotation.” / Other Audio Visual Means (“OAVM”) with deemed location as registered office of the Company to transact the following SPECIAL BUSINESS: businesses: 3. Payment of Remuneration to M/s. Vaibhav P. Joshi & Associates, Cost Accountants (Firm Registration No. ORDINARY BUSINESS: 101329), the Cost Auditors of the Company for the 1. Adoption of Standalone and Consolidated Financial Financial Year 2026-27. Statements of the Company for the financial year To consider and if thought fit, to pass, the following resolution ended March 31, 2026. as an Ordinary Resolution To consider and if thought fit, to pass the following resolution “RESOLVED THAT pursuant to the provisions of Section as an Ordinary Resolution 148 and all other applicable provisions of the Companies “RESOLVED THAT the Annual Audited Financial Statement Act, 2013 and the Companies (Audit and Auditors) Rules, of the Company both on Standalone and Consolidated basis 2014 (including any statutory modification(s) thereto or re- for the financial year ended on March 31, 2026, including the enactment thereof, for the time being in force), the Members Balance Sheet as at March 31, 2026, the Statement of Profit & hereby ratify and confirm the remuneration of H 55,000/- Loss and Cash Flow Statement for the year ended as on that (Rupees Fifty-Five Thousand Only) plus applicable taxes date together with the Reports of the Board of Directors and and reimbursement of out-of-pocket expenses payable to Auditors thereon, be and is hereby adopted.” M/s. Vaibhav P. Joshi & Associates, Cost Accountants (Firm Registration No. 101329) for conduct of audit of the cost 2. To re-appoint Mr. Manish Rastogi (DIN: 10056027), records of the Company for the financial year ending March Director of the Company, liable to retire by rotation, 31, 2027, as recommended by the Audit Committee and and being eligible, offers himself for re-appointment. approved by the Board of Directors. To consider and if thought fit, to pass the following resolution RESOLVED FURTHER THAT the Board of Directors of the as an Ordinary Resolution Company (including its committee thereof) and / or Company “RESOLVED THAT pursuant to the provisions of Section Secretary of the Company, be and are hereby authorized 152 and other applicable provisions of the Companies to do all such acts, deeds, matters and things as may be Act, 2013, Mr. Manish Rastogi (Director Identification considered necessary, desirable or expedient to give effect to this resolution.” For and on behalf of the Board of Directors Anil Gupta Company Secretary Date: August 18, 2026 Place: Mumbai Registered Office: Continental Building,135, Dr. Annie Besant Road, Worli, Mumbai – 400 018 CIN: L80301MH2010PLC198405 E-mail: investor_relations@zeelearn.com Notice NOTES and Transfer Agent / Depository Participants / Depositories. Further, in compliance with Regulation 36(1)(b) of the Listing 1. Pursuant to the General Circular No. 03/2025 dated Regulations, a letter providing the web-link, including the exact September 22, 2025, issued by the Ministry of Corporate path, where Annual Report for the financial year 2025-26 is Affairs (MCA) and circular issued by SEBI vide circular no. available, is being sent to those members whose e-mail address SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated is not registered with the Company / Registrar and Transfer October 3, 2024 (“SEBI Circular”) and other applicable Agent / Depository Participants / Depositories. Members may circulars and notifications issued (including any statutory note that this Notice and Annual Report for the financial year modifications or re-enactment or extensions thereof for the 2025-26 will also be available on the Company’s website at time being in force) companies are allowed to hold AGM www.zeelearn.com, websites of the Stock Exchanges, i.e., through Video Conferencing (VC) or other audio visual BSE Limited and National Stock Exchange of India Limited at means (OAVM), without the physical presence of members www.bseindia.com and www.nseindia.com, respectively. at a common venue. The deemed venue for the 16th AGM will be the Registered Office of the Company – Zee Learn 6. The attendance of the Members attending the AGM through Limited, 135, Continental Building, Dr Annie Besant Rd, VC/OAVM will be counted for the purpose of reckoning the Worli, Mumbai, Maharashtra 400018. In compliance with the quorum under Section 103 of the Companies Act, 2013. said Circulars, AGM shall be conducted through VC / OAVM. 7. In line with the General Circular Nos. 20/2020 dated May 2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, 05, 2020 and No. 02/2021 dated January 13, 2021, and issued by the Ministry of Corporate Affairs, the facility to appoint the relevant circulars issued by SEBI, the Notice of this AGM proxy to attend and cast vote for the members is not available for along with the Annual Report 2025-26 is being sent only this AGM. However, the Body Corporates are entitled to appoint through electronic mode to those Members whose e-mail authorised representatives to attend the AGM through VC/OAVM addresses are registered with the Company/ Depositories/ and participate there at and cast their votes through e-voting. RTA. For the physical copy of Annual Report, the Members may send requests to the Company’s dedicated investor 3. The Members can join the AGM in the VC/OAVM mode email-id: investor_relations@zeelearn.com. The Notice of 30 minutes before and after the scheduled time of the 16th Annual General Meeting and Annual Report for FY 2025- commencement of the Meeting by following the procedure 26 is also available on the Company’s website - www.zeelearn. mentioned in the Notice. The facility of participation at the com, websites of the Stock Exchanges, i.e. BSE Limited and AGM through VC/OAVM will be made available for 1000 National Stock Exchange of India Limited at www.bseindia. members on first come first served basis. T [Showing first 8,000 characters — download PDF for full document]