Outcome of Board Meeting

July 29, 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 July 29, 2026. Dear Sir/Ma’am, In reference to our intimation dated July 23, 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. Wednesday, July 29, 2026), has inter alia, considered and approved: 1. The Unaudited Financial Results of the Company for the quarter ended June 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. Divestment of the Company's entire shareholding, comprising 1,000 equity shares of ₹10/- each, constituting 100% of the paid-up share capital, held in Liberium Global Resources Private Limited ("Liberium"), a wholly owned material subsidiary of the Company engaged in workforce solutions, staffing, payroll management and HR outsourcing services, in favour of Creantum Security Solutions Private Limited, an unrelated third party ("Proposed Divestment"); subject to the approval of Shareholders. In respect of the above, we hereby enclose the following: a. Unaudited Financial Results (i.e. Standalone & Consolidated) for the quarter ended June 30, 2026, as per Regulation 33 of the Listing Regulations, including Limited Review Report issued by the Statutory Auditors thereon; b. The details required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the particulars/details prescribed in accordance with the applicable circulars issued by the SEBI, as amended from time to time in respect of point 2 above is provided in Annexure A. The Meeting of the Board of Directors of the Company commenced at 5:15 p.m. and concluded at 6:30 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 Sr. No. Particulars Information of such event 1 Name of Companies/Body Liberium Global Resources Private Limited Corporates ceased to be subsidiaries 2 The amount and percentage of the FY 2025-26 turnover or revenue or income and net worth contributed by such unit Turnover: ₹ 10,490 Lakhs and 24% of or division or undertaking or consolidated turnover. subsidiary or associate company of Profit After Tax (PAT): (809) lakhs and (21%) of consolidated PAT the listed entity during the last Net worth: ₹112 Lakhs and 0.5% over financial year. consolidated Net Worth. 3 Date on which the agreement for sale Agreement to be entered into after the has been entered into approval of the Members. 4 The expected date of completion of Within three months from the date of sale/disposal Shareholders approval. 5 Consideration received from such Nil sale/disposal Consideration will be received on transfer of shares after shareholder approval 6 Brief details of buyers and whether Creantum Security Solutions Private Limited any of the buyers belong to the It is an active private company incorporated promoter/promoter group/ group in December 2016 and registered in Mumbai, companies. If yes, details thereof. Maharashtra. The company operates in the security and surveillance/business support services sector, providing security-related solutions for commercial organizations. The Company does not belong to the promoter/promoter group companies. 7 Whether the transaction would fall No, the transaction is not a related party within related party transaction? If transaction. yes, whether the same is done at ‘arms’ length. 8 Whether the sale, lease or disposal of Not Applicable. the undertaking is outside Scheme of Arrangement? If yes, details of the same including compliance with regulation 37A of LODR Regulations. 9 In case of slump sale, indicative Not Applicable, as the transaction is not a disclosure provide for Slump Sale amalgamation/ merger, shall be disclosed by the listed entity with respect to such slump sale. FORD RHODES PARKS & CO LLP CHARTERED ACCOUNTANTS (Formerly Ford, Rhodes, Parks & Co.) SAi C:OMM[=RCIAL 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 ended 30 June 2026 1. We have reviewed the accompanying Statement of unaudited standalone financial results of Zee Learn Limited (the "Company") for the quarter ended 30 June 2026 ("the Statement") being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) 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 recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement 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 FORD 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, [Showing first 8,000 characters — download PDF for full document]