Reply to Clarification- Financial results

Date: July 04, 2025 The National Stock Exchange of India Limited Exchange Plaza, Block G, C-1, Bandra-Kurla Complex, Bandra (East), Mumbai-400 051 NSE Symbol: ZEELEARN Sub: Clarification on Deficiencies in Financial Results Submission Dear Sir/Ma’am, We would like to inform and respond that we have received your email through the NEAPS portal regarding the following deficiencies as under:  Financial results submitted is not as per format prescribed by SEBI  Financial results are not signed by the authorized signatory/ies. In response to the above, we would like to clarify that we have submitted the financial results in the prescribed format to the best of our understanding. However, we are unable to identify any deviation from the specified format. We kindly request you to specify the particular annexures or sections that are not in compliance with SEBI's prescribed format so that we can take appropriate corrective action and provide an updated submission accordingly. Furthermore, we are enclosing a copy of the Board Resolution authorizing the signatories for signing the financial statements of the Company. Thank You For Zee Learn Limited ANIL RAMBHUPRASAD Digitally signed by ANIL GUPTA R DA atM eB : 2H 0U 2P 5R .0A 7S .0A 4D 1 G 9U :0P 0T :3A 4 +05'30' Anil Gupta Company Secretary Encl: CTC Board Resolution, & Submitted Results copy CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF ZEE LEARN LIMITED AT THEIR MEETING HELD ON THURSDAY, MAY 15, 2025, AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT 135, CONTINENTAL BUIDING, DR. ANNIE BESANT ROAD, WORLI, MUMBAI 400018. APPROVAL OF AUDITED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED ON MARCH 31, 2025 “RESOLVED THAT the Audited Standalone and Consolidated Financial Results of the Company and financial year ended March 31, 2025, prepared in accordance with the requirements of Regulation 33 of LODR, as per the draft placed before the Board and as recommended by the Audit Committee, be and are hereby approved. RESOLVED FURTHER THAT the audited financial statements be signed on behalf of the Board by any two Directors of the Company and Mr. Anish Shah, Chief Financial Officer and Mr. Anil Gupta, Company Secretary and that the said Accounts be submitted to the Auditors for their final report thereon. RESOLVED FURTHER THAT the consent of the Board be and is hereby accorded for publication / notification to stock exchanges of relevant financials / reports / disclosures of aforesaid financial results in compliance of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”). RESOLVED FURTHER THAT Mr. Anish Shah, Chief Financial Officer and Mr. Anil Gupta, Company Secretary of the Company, be and are hereby severally authorised to arrange for the publication of the said audited Financial Results in compliance with Regulation 33 of LODR, to inform BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and/or to undertake all further acts, deeds and things as may be required in this regard.” “CERTIFIED TRUE COPY” For ZEE LEARN LIMITED ANIL Digitally signed by ANIL RAMBHUPRASAD RAMBHUPRAGUPTA SAD GUPTA D 18a :t 3e 1: :2 10 02 +5 0.0 56 '3.0 05 ' ANIL GUPTA COMPANY SECRETARY Date: May 15, 2025 BSE Limited The 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: Outcome of Board Meeting held on May 15, 2025. Dear Sir/Ma’am, In reference to our intimation dated May 9, 2025, and pursuant to Regulation 30 & 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 (‘Listing Regulations’), this is to inform you that, upon the recommendation of the Audit Committee, the Board of Directors of the Company, at their Meeting held today (i.e. Thursday, May 15, 2025), has inter alia, considered and approved: 1. The Audited Financial Results of the Company for the quarter and financial year ended March 31, 2025, both on standalone and consolidated basis, along with the Auditors’ Report(s) issued by Ford Rhodes Parks & Co. LLP, Chartered Accountants, (Statutory Auditors of the Company), thereon, statement of asset and liabilities as on March 31, 2025 and statement of cash flow for the financial year ended March 31, 2025; and 2. The appointment of Vaibhav P Joshi & Associates, Cost Accountants (Firm Membership No.101329), as Cost Auditors of the Company for the financial year 2025-26, including terms thereof, whose remuneration is subject to ratification by the shareholders at the ensuing Annual General Meeting of the Company. 3. The appointment of M P Sanghavi & Associates LLP; Practicing Company Secretaries, Firm Registration No.: L2020MH007000, as Secretarial Auditor of the Company for the first term of five years from financial year 2025-26, subject to the approval of the Shareholders. In respect of the above, we hereby enclose the following: a. Audited Financial Results (i.e. Standalone & Consolidated) for the quarter and financial year ended March 31, 2025, as per Regulation 33 of the Listing Regulations, including Audited segment wise Revenue, Results Assets and Liabilities along with the Auditors’ Report issued by the Statutory Auditors thereon; b. Statement pursuant to Regulation 33(3)(d) of the SEBI LODR Regulations on impact of Audit Qualifications (in respect of modified opinion on Audited Standalone and Consolidated Financial Results) is enclosed herewith as per the format prescribed by SEBI vide its Circular No. CIR/CFD/CMD/56/2016 dated May, 2016; c. The particulars/details required in accordance with the SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, with regard to point 2 & 3 above is provided in Annexure A & B respectively. The Meeting of the Board of Directors of the Company commenced at 5:45 p.m. and concluded at 10:10 p.m. We request you to kindly take the aforesaid information on your record. Thanking you. Yours faithfully, For ZEE LEARN LIMITED ANIL Digitally signed by ANIL RAMBHUPRASAD RAMBHUPRA GUPTA Date: 2025.05.15 SAD GUPTA 22:50:32 +05'30' ANIL GUPTA COMPANY SECRETARY & COMPLIANCE OFFICER Encl: a/a FORD RHODES PARKS & CO LLP CHARTERED ACCOUNTANTS (Formerly Ford, Rhodes, Parks & Co.) SAi COMMERCIAL BUILDING TELEPHONE: (91) 22 35114719 312/313, 3RD FLOOR, EMAIL frp_mumbai@hotmail.com BKS DEVSHI MARG, GOVANDI (EAST), MUMBAI -400 088. Independent auditor's report on the audit of standalone financial results To the Board of Directors, Zee Learn Limited Qualified Opinion We have audited the accompanying standalone financial results of Zee Learn Limited (hereinafter referred to as "the Company"), for the quarter and year ended 31 March 2025 ("the Statement" or "Standalone financial results"), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations"). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Statement: a) is presented in accordance with the requirements of Regulation 33 of the Listing Regulations, in this regard; and b) except for the possible effects of the matters described in the 'Basis for qualified opinion' paragraph below gives a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with relevant rules issued thereunder, and other accounting principles generally accepted in India of the net profit and total comprehensive income and other financial information of the Company for the quarter and year ended 31 March 2025. Basis for qualified opinion a) As stated in Note 5 to the Statement, Yes Bank Limited (YBL) had in [Showing first 8,000 characters — download PDF for full document]