Outcome of Board Meeting

October 22, 2026 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 October 22, 2026. Dear Sir/Ma’am, In furtherance to our intimation dated October 17, 2026, 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, October 22, 2026), has inter alia, considered and approved/noted: 1. The Un-audited Financial Results of the Company for the quarter and half year ended September 30, 2026, both on standalone and consolidated basis, along with the Limited Review Report issued by Ford Rhodes Parks & Co. LLP, Chartered Accountants; Statutory Auditors of the Company; and 2. The completion of sale of the Company’s entire shareholding in Liberium Global Resources Private Limited (LGRPL) and accordingly LGRPL has ceased to be subsidiary of the Company. In respect of the above, we hereby enclose the following: a. The Un-audited Financial Results (i.e. Standalone & Consolidated) for the quarter and half year ended September 30, 2026, in the format specified under Regulation 33 of Listing Regulations; b. Limited Review Report issued by Ford Rhodes Park & Co. LLP, Chartered Accountants, the Statutory Auditors of the Company on the Un-Audited Financial Results for the quarter and half year ended September 30, 2026. The Board discussed the superannuation of Mr. Manish Rastogi, Chief Executive Officer & Whole-time Director upon his attaining the age of superannuation in accordance with the terms of his appointment and the retirement policy of the Company and noted that he would retire from his position on November 8, 2026. The Meeting of the Board of Directors of the Company commenced at 4:00 p.m. and concluded at 7:30 p.m. We request you to kindly take the aforesaid information on your record. Thanking you. Yours faithfully, For ZEE LEARN LIMITED ANIL GUPTA COMPANY SECRETARY & COMPLIANCE OFFICER Encl: a/a Annexure A Disclosure in terms of Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 Sr. Particulars Information of such event 1 Reason for change viz. Mr. Manish Rastogi; Chief Executive Director & Whole-time appointment, Director upon his attaining the age of superannuation in re-appointment, accordance with the terms of his appointment and the resignation, removal, retirement policy of the Company and noted that he would death or otherwise; retire from his position on November 8, 2026. 2 Date of appointment/ Wef November 8, 2026 Re-Appointment/ Cessation (as applicable) & term of appointment 3 Brief profile (in case of Not Applicable appointment) 4 Disclosure of Not Applicable relationships between directors. (in case of appointment of a director) 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 Review Report The Board of Directors, Zee Learn Limited Re: Limited Review Report on unaudited standalone financial results for the quarter and half year ended 30 September 2026 1. We have reviewed the accompanying Statement of unaudited standalone financial results of Zee Learn Limited (the "Company") for the quarter and half year ended 30 September 2026 ("the Statement") being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requir.ements) Regulations, 2015, as amended. 2. This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the rf&cognition and measurement principles laid down in Indian Accountir:ig Standard 34 "interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules iss~ed thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the ;:;tatement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under Section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. A Partnership Firm with Registration. No: BA61078 converted into a Limited Liability Partnership (LLP) namely FORD RHODES PARKS & CO LLP w.e.f August 4, 2015 - LLP Identification No. AAE4990 Also at: BENGALURU • CHENNAI • KOLKATA - HYDERABAD r-ORD RHODES PARKS & CO LLP 4. Basis for qualified conclusion a) As stated in Note 5 to the Statement, Yes Bank Limited (YBL) had invoked the Corporate Guarantees issued by the Company and its subsidiary i.e. Digital Ventures Private Limited (DVPL) upon non-repayment of credit facilities (during COVID-19 pandemic) availed by Four Trusts/entity, and called upon the Company and DVPL to make payment of an amount of Rs. 44,962.56 lakhs (including interest and other charges upto 31 July 2021 ). As further stated in the said note, the Company and DVPL had received notices from YBL regarding filing of petitions under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) to initiate Corporate Insolvency Resolution Process (CIRP) of the Company and DVPL (as corporate guarantors) before the Hon'ble National Company Law Tribunal ("NCLT "), Mumbai. Also as stated in the said note, YBL vide its letters dated 30 December 2022 had informed the Company and DVPL that it had assigned and transferred the above credit facilities to J.C. Flowers Asset Reconstructions Private Limited (J.C.Flowers) and the amount outstanding therein as at 30 November 2022 was Rs. 52,254.63 lakhs (including interest and penal charges). As further stated in the said note, the Company, DVPL along with four trusts/entity entered into settlement agreement dated 7 August 2023 with J.C. Flowers to settle the above corporate guarantee obligation with respect to loans borrowed by the said four trusts/entity. As per the terms of the settlement agreement, Company, DVPL along with four trusts/entity had agreed to settle the above Corporate Guarantee obligation for Rs. 28,500 lakhs (to be paid jointly and severally by Company, DVPL along with four trusts/entity) pursuant to which the Corporate Guarantee obligation and other securities created by Company and DVPL will be released by J.C. Flowers on receipt of the said settlement amount. However, due to delays in payments, the Company received letter dated 11 October 2024 from J.C. Flowers intimating termination of the said settlement agreement and further informing that all terms set out in the Financing document shall continue in full force and effect and all amounts paid under settlement agreement shall be adjusted towards repayment of the outstanding credit facilities of four trusts/entity as if the settlement agreement had never been executed. Further as stat [Showing first 8,000 characters — download PDF for full document]