Shareholders meeting

July 30, 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: Intimation of Postal Ballot Notice pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Dear Sir/Ma’am, Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 please find enclosed herewith the Postal Ballot Notice dated July 29, 2026 alongwith the Explanatory Statement, seeking approval of the Members of the Company on the following item of Special Business: Sr. No. Type of Resolution Particulars 1. Special Resolution To approve disposal of equity shares and ceding control over Liberium Global Resources Private Limited, a Material Subsidiary. In compliance with the relevant circulars issued by the Ministry of Corporate Affairs from time to time, the Postal Ballot Notice is being sent by electronic mode only to those Members whose names appear in the Register of Members / List of Beneficial Owners and whose e-mail addresses are registered with the Company/Depositories as on the cut-off date i.e. , Wednesday, July 29, 2026. The Notice is also available on the website of the Company i.e www.zeelearn.com, the relevant section on the website of BSE Limited i.e www.bseindia.com and National Stock Exchange of India Limited i.e www.nseindia.com on which the Equity Shares of the Company are listed and on the website of National Securities Depository Limited i.e www.evoting.nsdl.com. 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 Zee Learn Limited Registered Office: Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai-400018 Email id: investor_relations@zeelearn.com CIN: L80301MH2010PLC198405 Website: www.zeelearn.com Postal Ballot Notice [Pursuant to Section 110 of the Companies Act, 2013 read with the Rule 20 and 22 of Companies (Management and Administration) Rules, 2014, as amended] [In view of prevailing MCA Circulars on postal ballot process, the voting on the resolution covered in the Notice will take place through e-voting only and no physical ballots will be collected. Please refer to detailed instructions for e-voting explained in the Notice] Voting Starts On Voting Ends On Friday, July 31, 2026, at 9:00 a.m. (IST) Saturday, August 29, 2026, at 5:00 p.m. (IST) The Members of Zee Learn Limited, (CIN: L80301MH2010PLC198405) Notice is hereby given that the resolutions set out below are proposed for approval by the Members of Zee Learn Limited (“the Company”) by means of Postal Ballot, only by remote e-voting process (“e- voting”) being provided by the Company to all its Members to cast their votes electronically, pursuant to applicable provisions of Sections 108, 110 and other applicable provisions of the Companies Act, 2013 (“the Companies Act” or “the Act”), read with the Companies (Management and Administration) Rules, 2014 (“the Rules”), Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standards on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India (ICSI), including any statutory modification(s), amendment(s) or reenactment(s) thereof for the time being in force, read with the Circulars issued from time to time by the Ministry of Corporate Affairs (“MCA”), including the General Circular No. 03/2025 dated September 22, 2025 (“MCA Circulars”) and the Circulars issued from time to time by the Securities and Exchange Board of India. Pursuant to Section 102 and Section 110 and other applicable provisions of the Act, Explanatory statement pertaining to the said Resolution(s) setting out the material facts and the reasons/ rationale thereof are annexed to this Postal Ballot Notice (‘Notice’) for your consideration and forms part of this Notice. The Company is sending this Notice in electronic form to those Members whose e-mail addresses are registered with the Company/ Registrar and Transfer Agent (‘RTA’) / Depositories and Members who have not registered their email addresses so far are requested to get their email addresses registered. Members holding shares in dematerialized mode are requested to register/update their email addresses with the relevant Depository Participants. Members holding shares in physical mode are requested to update their email addresses with the Company’s RTA, MUFG Intime India Private Limited (Formerly Link Intime India Private Limited) at lawoo.keluskar@in.mpms.mufg.com with a copy to investor_relations@zeelearn.com by providing Folio No., name, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card) and AADHAR (self-attested scanned copy of Aadhar card) for registering email address. The details of the procedure to cast the vote forms part of the ‘Notes’ to this Notice. Copy of the Notice will be uploaded on the website of the Company www.zeelearn.com and also on website of Stock Exchanges where Company’s Equity Shares are Listed. In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the Company has engaged the services of National Securities Depository Limited (‘NSDL’) for the purpose of providing remote e-voting facility to its Members. The instructions for remote e-voting are appended to this Notice. The Board of Directors has appointed CS. Mita Sanghavi (FCS No.: 7205/ CP No: 6364), Designated Partner of M P Sanghavi & Associates LLP, Company Secretaries (FRN: L2020MH00700) as the Scrutinizer for conducting the remote e-voting process in a fair and transparent manner and providing report on votes cast. National Securities Depository Limited (NSDL) will be facilitating e-voting to enable the Shareholders to cast their votes electronically. Members are requested to read the notes to the Notice and instructions for e-voting. Upon completion of e-voting, the Scrutinizer will submit her report to the Whole Time Director & Chief Executive Officer of the Company. The result of voting would be announced by the Whole Time Director & Chief Executive Officer or the Chief Financial Officer or Company Secretary of the Company, on or before Monday, August 31, 2026. The result would be intimated to the Stock Exchanges where the Company’s shares are listed and displayed along with the Scrutinizer’s report on the Company’s website viz. www.zeelearn.com. SPECIAL BUSINESS Resolution No. 1: To approve disposal of equity shares and ceding control over Liberium Global Resources Private Limited, a Material Subsidiary. To consider and if thought fit, to pass, the following resolution as a Special Resolution: “RESOLVED THAT pursuant Regulation 24 (5) of SEBI (Listing Obligation and Disclosure) Regulations 2015, Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 read with Rules framed thereunder and subject to all other applicable laws (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance with the enabling provisions of the Memorandum and Articles of Association of the Company and subject to requisite regulatory approvals, if any, approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this Resolution) for the disposal by w [Showing first 8,000 characters — download PDF for full document]