The Board of Directors of the Company has great pleasure in presenting the Fifteenth (15^th) Annual Report of the Company, with an
overview of the business and operations of the Company together with the Annual Audited Financial Statements both on standalone
and consolidated operations for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

The highlight of the financial performance of the Company for the year ended March 31,2025, is summarized as follows:

2. BUSINESS AND FINANCIAL PERFORMANCE
OVERVIEW

Business Overview

With the motto of building the nation through education,
your Company is constantly contributing in the field of
education across age groups, all the while maintaining
its core values of integrity, ownership, leadership, trust
and continuous learning. We believe that every child has
a unique and infinite potential, and we are committed to
helping children realise their capabilities. During the year,
there have been no material changes in the nature of the
business of the Company.

Financial Performance Overview
On Standalone basis

During the year under review, the Company earned a Total
Income of H 28,576.01 Lakhs for the year ended March
31, 2025, as against H 26,221.76 Lakhs in the previous
financial year.

The Company has recorded a Profit before tax before
exceptional items of H 7,455.04 Lakhs for the year ended
March 31, 2025, as compared to H 6,918.62 Lakhs in the
previous financial year.

The Profit after tax for the year ended March 31, 2025,
stood at H 5,418.56 Lakhs as compared to profit after tax of
H 5,000.60 Lakhs in the previous financial year.

On Consolidated basis

During the year under review, the Company earned a Total
Income of H 39,253.48 Lakhs for the year ended March
31, 2025, as against H 37,819.91 Lakhs in the previous
financial year.

The Company recorded a Profit before tax before
exceptional item of H 4,884.38 Lakhs for the year ended
March 31, 2025, as compared to H 5,252.54 Lakhs in the
previous financial year.

After considering exceptional item of H 1,596.65 Lakhs,
Company's operations during the year resulted in Profit
before tax after exceptional items of H 3,287.73 Lakhs as
compared to H 17,647.36 Lakhs in the previous financial
year. (Refer note 60 of Consolidated Financial Statements) .

The Profit after Tax for the year ended March 31, 2025,
stood at H 1,272.34 Lakhs as compared to profit of H
15,569.39 Lakhs in the previous financial year.

3. CAPITAL STRUCTURE & LIQUIDITY

Authorized Share Capital

The Authorized Share Capital of the Company as on March
31, 2025, was H 1,00,00,00,000 (Rupees Hundred Crore
Only) divided into 1,00,00,00,000 Equity shares of H 1 each.

Issued and Paid-Up Capital

The paid-up Equity Share Capital as on March 31, 2025,
was H 32,70,62,005 (Rupees Thirty-Two Crore Seventy Lakhs
Sixty-Two Thousand Five Only) divided into 32,70,62,005
Equity shares of H 1 each.

During the year under review the Company has neither
issued any shares or convertible securities with differential
voting rights as to dividend, voting or otherwise, nor issued
shares (including sweat equity shares) or warrants to the
employees of the Company under any scheme. As on
March 31,2025, none of the Directors of the Company hold
instruments convertible into equity shares of the Company.
During the year, the Company allotted 9,69,280 Equity
Shares under Employee Stock Option Scheme.

Listing of Securities

The Company's equity shares continue to be listed and
traded on National Stock Exchange of India Limited ('NSE')
and BSE Limited ('BSE'); both these Stock Exchanges have
nation-wide trading terminals and hence facilitate the
shareholders/investors of the Company in trading the
shares. The Company has paid the annual listing fee for the
financial year 2025-26 to the said Stock Exchanges.

Depositories

The Company has arrangements with National Securities
Depository Limited ('NSDL') and Central Depository
Services (India) Limited ('CDSL'), the Depositories, for
facilitating the members to trade in the equity shares of
the Company in Dematerialized form. The Annual Custody
fees for the financial year 2025-26 have been paid to both
the Depositories.

Non-Convertible Debentures

The Company had allotted 650 (Six Hundred Fifty) Rated,
Unlisted, Redeemable, Non-Convertible Debentures
("Debentures" Or "NCDs") of the Face Value of H 10,00,000/-
(Rupees Ten Lakhs Only) each, for cash, aggregating upto
H 65,00,00,000/- (Rupees Sixty-Five Crores Only) in terms
of the Information Memorandum circulated on Private
Placement basis. The terms of the Debentures had been
earlier revised dated July 14, 2020, according to which
650, 10.02% (revised coupon rates) NCD of H 6.85 lakhs
(revised face value) were redeemable by July 13, 2022, in 6
installments starting from January 13, 2021.

The term of the debentures was further revised by an
amendment deed dated June 17, 2022, and the revised
date of redemption was agreed to be August 13, 2023. The
Company has defaulted in redemption of debentures and
payment of interest on such debentures during the previous
year and current year. The debentures are secured by first
pari passu charge on all the fixed and current assets, all the
rights, titles and interests to provide security cover of 1.1
times on outstanding amount.

4. EMPLOYEES STOCK OPTION SCHEME

The Company has implemented an Employees Stock
Option Scheme called ZLL ESOP 2010 - AMENDED 2015
Scheme (ESOP Scheme) in accordance with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 for grant of stock options to its eligible employees
of the Company and its Subsidiaries. The Nomination
and Remuneration Committee of the Board of Directors
of the Company, inter alia, administers and monitors the
Employee Stock Option Scheme of the Company.

During the year under review, the Members of the
Company through Special Resolution passed at the Annual
General Meeting of the Company held on September 26,
2024, approved modification to the ESOP Scheme of the
Company. The modification consisted of enhancement of
ESOP Pool from 1,60,07,451 Stock Options to 2,28,26,490
Stock Options convertible into 2,28,26,490 equity shares of
face value of H 1 each, constituting 7% of the Paid-up Equity
Share Capital as on August 8, 2024 (i.e, 32,60,92,725 Equity
Shares of H 1 each), with each such option conferring a
right upon the employee to apply for one equity share of
the Company, in accordance with the terms and conditions
of such issue. The Scheme was further amended to enable
issuance of Options at exercise price equivalent to nominal/
face value or such other value as may be determined by the
Board of Directors or its Committees.

On November 11, 2024, 30,000 Stock Options were
granted to an employee of the Company pursuant to
the ESOP Scheme.

These options when vested as per the terms and conditions
of the Scheme, would entitle the option holder to apply for
and be allotted equal number of Equity Shares of face value
of H 1/- each at an exercise price of H 1 per option respectively.

The intrinsic value of the grant is Nil and hence there is no
charge to the Profit and Loss account. These options will
vest in a phased manner over a period of 3 years after
the expiry of 1 year from the date of the grant and may
be exercised within a maximum of four years from the
date of vesting, subject to terms and conditions of the
Scheme and the grant letter. The Directors believe that this
Scheme will help create long term value for shareholders

and operate as a long-term incentive to attract and retain
senior managerial talent. Requisite disclosures as required
under Regulation 14 of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulation, 2021 is annexed to
this report as "Annexure A".

5. SUBSIDIARY/ASSOCIATE/JOINT VENTURES

Wholly Owned Subsidiaries

The Company has three Wholly Owned Subsidiaries as on
March 31, 2025, which are as follows:

• Digital Ventures Private Limited

• Liberium Global Resources Private Limited

• Academia Edificio Private Limited
Subsidiaries

With effect from January 1, 2024, MT Educare Limited has
ceased to be a subsidiary of the Company. (Refer note no.
58 of standalone financial statements)

During the year, the Board of Directors reviewed the affairs
of the subsidiaries. In accordance with Section 129(3) of the
Companies Act, 2013, we have prepared the consolidated
financial statements of the Company, which form part of
this Annual Report.

Further, a statement containing the salient features of the
financial statements of our subsidiaries in the prescribed
format AOC-1 is appended as an Annexure to the financial
statements. The statement also provides details of the
performance and financial position of the subsidiaries.

In accordance with third proviso of Section 136(1) of
the Companies Act, 2013, the Audited Annual Financial
Statements of the Company, containing therein its
standalone and the consolidated financial statements
has been placed on the website of the Company i.e www.
zRRlearn.com. The Company does not have joint venture or
associate companies within the meaning of Section 2(6) of
the Companies Act, 2013.

Material Subsidiaries:

The Board has adopted a Policy for determining Material
Subsidiaries in accordance with the requirements of
Regulation 16(1 )(c) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Policy,
as approved by the Board, is uploaded on the Company's
website at (https://zeecms.s3.ap-south-1.amazonaws.
com/uploads/5.-Policy-for-determination-of-Material-
Subsidiary.pdf). In terms of the criteria laid down in the
Policy and as per the definition of material subsidiary
provided in Regulation 16(1 )(c) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 and the Company's Consolidated Financial Results

for the financial year ended March 31, 2025, following
Subsidiaries are identified as Material Subsidiaries:

• Digital Ventures Private Limited

• Liberium Global Resources Private Limited

6. DIVIDEND

The Board intends to retain its internal accrual to support
the Company's future business needs and growth. As a
result, no dividend has been proposed for the year ended
March 31, 2025. The Company has not given any interim
dividend during the financial year under review.

7. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Company has an appropriate mix of Executive, Non¬
Executive Non-Independent and Independent Directors
representing a blend of professionalism, knowledge and
experience which ensures that the Board independently
performs its governance and management functions. The
Company professes the importance of diversity at Board
and at all levels within the organization.

Composition of Board

The Board of Directors of the Company comprises of
One (1) Executive Director, One (1) Non-Executive Non¬
Independent Director and Four (4) Independent Directors,
including One (1) Independent Women Director as on
March 31, 2025.

No change took place in the composition of the Board of
Directors during the year under review.

After the closure of the financial year, the second term of
the Independent Directorship of Mr. Roshan Lal Kamboj
(DIN: 01076066) came to an end on May 17, 2025, and
therefore he ceased to be an Independent Director of the
Company with effect from the end of business hours of May
17, 2025. Upon the recommendation of the Nomination
and Remuneration Committee, the Board of Directors
appointed Mr. Parag Agarawal (DIN: 10652558) with effect
from August 5, 2025, as an Additional Director pursuant to
Section 161 of the Companies Act, 2013 under the category
of Non-Executive Independent Director and therefore he
shall hold office till the ensuing Annual General Meeting.

He is proposed to be appointed on the Board of the
Company as a Director under the category of Non¬
Executive Independent Director subject to the approval
of the Members of the Company at the Annual General
Meeting. The Company has received communication from
a Member proposing candidature of Mr. Parag Agarawal
as the Director in compliance with Section 160 of the
Companies Act, 2013. The proposal for the approval of the

Members forms part of the Notice convening the Annual
General Meeting. Your Board recommends the proposal for
approval of the Members.

No other changes took place after the closure of financial
year in the composition of the Board of Directors.

Mr. Surender Singh, Non-Executive Director of the Company
shall be liable to retire by rotation at the 15^th Annual
General Meeting of the Company. He, being eligible, offers
himself for reappointment subject to the approval of the
Members at the ensuing Annual General Meeting and the
said proposal forms part of the Notice of the meeting.

The information as required to be disclosed under
the (Listing Obligations and Disclosure Requirements)
Regulations, 2015, in case of appointment/re-appointment
of the director, if any, is provided in the Report on Corporate
Governance which forms part of this Report and in the
Notice of the ensuing Annual General Meeting.

The disclosure in pursuance of Schedule V to the
Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 pertaining to
the remuneration, incentives etc. paid to the Directors is
given in the Corporate Governance Report.

Key Managerial Personnel ('KMP')

In terms of the provisions of Sections 2(51) and 203 of the
Act and as on March 31,2025, the following were the KMP's
of the Company:

Mr. Manish Rastogi; Whole-time Director & Chief
Executive Officer

Mr. Anish Shah; Chief Financial Officer
Mr. Anil Gupta; Company Secretary

There were no changes in the Key Managerial Personnel of
the Company during the financial year.

Board Meetings

The meetings of the Board are scheduled at regular intervals
to discuss and decide on matters of business performance,
policies, strategies and other matters of significance. Notice
of the meeting is circulated in advance, to ensure proper
planning and effective participation. In certain exigencies,
decisions of the Board are also accorded through
circulation. The Directors of the Company are given the
facility to attend meetings through video conferencing, in
case they so desire, subject to compliance with the specific
requirements under the Act.

The Board met 5 (Five) times during the financial year
2024-25, the details of which are given in the Corporate
Governance Report which forms part of this Annual Report.

The intervening period between two consecutive Board
Meetings was within the maximum time permissible under
the Act and Listing Regulations.

Declaration by Directors/Independent Directors

All Directors of the Company have confirmed that they are
not debarred from holding the office of Director by virtue
of any SEBI Order or order of any other such authority.
The Directors, Key Managerial Personnel and Senior
Management have affirmed compliance with the Code of
Conduct laid down by the Company.

Independent Directors provide declarations, both at the
time of appointment as well as annually, confirming that they
meet the criteria of independence as provided in Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b)
of Listing Regulations. Further, in terms of Regulation 25(8)
of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstances or
situation which exists or may be reasonably anticipated that
could impair or impact their ability to discharge their duties.
Based on the declarations received from the Independent
Directors, the Board has confirmed that they meet the
criteria of independence as mentioned under Section 149(6)
of the Act and Regulation 16(1)(b) of the Listing Regulations
and that they are independent of the management.

A declaration on compliance with Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
along with a declaration as provided in the Notification
dated October 22, 2019, issued by the Ministry of Corporate
Affairs (MCA), regarding the requirement relating to
enrollment in the Data Bank for Independent Directors as
stipulated under Section 150 of the Act, has been received
from all the Independent Directors, along with declaration
made under Section 149(6) of the Act.

There are no pecuniary relationships or transactions
between the Independent Directors and the Company,
except for the payment of Sitting Fee and / or Commission,
within the limits approved by the members and Board of
Directors of the Company.

Annual Performance Evaluation

The Board evaluation framework has been designed in
compliance with the provisions of the Companies Act, 2013
and the Listing Regulations. The Independent Directors of
your Company, in a separate meeting held without presence
of other Directors and management on February 6, 2025,
evaluated the performance of the Chairperson and other
Non-Independent Directors along with the performance
of the Board based on various criteria. A report on such
evaluation done by the Independent Directors was taken on
record by the Board and further your Board, in compliance
with requirements of the Act, evaluated performance
of all the Directors, Board as a whole, based on various
parameters including attendance, contribution etc.

At the Board meeting that followed the meeting of the
Independent Directors, the performance of the Board, its
Committees, and individual directors was also discussed.
Performance evaluation of Independent Directors was done
by the entire Board, excluding the independent director
being evaluated. The details of the evaluation process are
set out in the Corporate Governance Report which forms
part of this Report.

Committees of Board

In compliance with the requirements of Companies Act,
2013 and Listing Regulations, your Board had constituted
various Committees including Audit Committee, Nomination
and Remuneration Committee, Stakeholder Relationship
Committee and Corporate Social Responsibility Committee.
Details of the constitution of these Committees, which
are in accordance with regulatory requirements, have
been uploaded on the website of the Company viz.
www.zRRlearn.com. Details of scope, constitution, terms of
reference, number of meetings held during the year under
review along with attendance of Committee Members
therein form part of the Corporate Governance Report
annexed to this report.

Vigil Mechanism and Whistle Blower Policy

The Company is committed to the highest standards of
ethical, moral and legal business conduct. Accordingly, the
Board of Directors have formulated a Vigil Mechanism and
Whistle Blower Policy, which provides a robust framework
for dealing with genuine concerns & grievances. The policy
provides access to Directors / Employees / Stakeholders of
the Company to report concerns about unethical behavior,
actual or suspected fraud of any Director and / or Employee
of the Company or any violation of the Code of Conduct.
The policy safeguards whistleblowers from reprisals or
victimization, in line with the Regulations. Any incidents that
are reported are investigated and suitable action is taken in
line with the Policy. Further during the year under review,
no case was reported under the Vigil Mechanism. In terms
of the said policy, no personnel have been denied access to
the Audit Committee of the Board.

The Vigil Mechanism and Whistle Blower policy has been
posted on the website of the Company at https://zeecms.
s3.ap-south-1.amazonaws.com/uploads/7.-Whistle-
Blower-Policy.pdf

8. CORPORATE SOCIAL RESPONSIBILITY

In compliance with requirements of Section 135 of the
Companies Act, 2013, the Company has constituted a
Corporate Social Responsibility Committee (CSR Committee).
The CSR Committee as on March 31, 2025, comprised of

Ms. Nanette D'sa; Independent Director as Chairperson,
Mr. Roshan Lal Kamboj, Independent Director and Mr.
Dattatraya Kelkar, Independent Director as Members.

The said Committee has been entrusted with the
responsibility of formulating and recommending to the
Board, a Corporate Social Responsibility Policy indicating
the activities to be undertaken by the Company, monitoring
the implementation of the framework of the CSR Policy and
recommending the amount to be spent on CSR activities.

CSR at Zee Learn is all about creating sustainable programs
that actively contribute to and support the social and
economic development of society. The Company has spent
towards CSR activities as per the policy of the Company. The
brief outline of the Corporate Social Responsibility (CSR)
policy of the Company and the initiatives undertaken by the
Company on CSR activities during the year under review are
set out in "Annexure B” of this report.

9. AUDITORS

Statutory Auditor

As per provisions of Section 139 of the Companies Act,
2013, Ford Rhodes Parks & Co. LLP., Chartered Accountants
(Firm Registration No. 102860W/W100089) were appointed
as the Statutory Auditors of the Company at the Tenth (10^th)
Annual General Meeting (AGM) of the Company for a period
of five years till the conclusion of the Fifteenth (15^th) AGM to
be held for the financial year 2025-26.

The Board, based on the recommendation of the Audit
Committee, at its meeting held on August 12, 2025, has
recommended the re-appointment of Ford Rhodes Parks &
Co. LLP., Chartered Accountants as the Statutory Auditors
of the Company, for a second term of five (5) consecutive
years, from the conclusion of the Fifteenth (15^th) Annual
General Meeting till the conclusion of the Twentieth (20^th)
Annual General Meeting to be held in the year 2030, for
approval of shareholders of the Company. A proposal
in this regard forms part of the Notice of ensuing Annual
General Meeting. Your Board recommends the proposal for
approval of the Members.

During the year, the Statutory Auditors have confirmed
that they satisfy the independence criteria required under
Companies Act, 2013 and Code of Ethics issued by Institute
of Chartered Accountants of India.

The audit report given by Ford Rhodes Parks & Co. LLP.,
Chartered Accountants on the financial statements of the
Company for the financial year ended March 31, 2025,
forms part of the Annual Report. The Auditors have issued
a modified opinion in its report on the financial statements
of the Company and the management's reply on the same
is annexed to this Report in "Annexure C".

During the year under review, the Statutory Auditors have
not reported any matter under Section 143 (12) of the Act,
therefore no detail is required to be disclosed under Section
134 (3) (ca) of the Act.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Rules, 2014,
the cost accounts maintained by the Company in respect of
its education services and audited by the Cost Auditors in
compliance to the provisions as applicable to the Company.

The Board of Directors of the Company, on the
recommendation of the Audit Committee, had appointed
M/s Vaibhav P Joshi & Associates, Cost Accountants (Firm
Registration No. 101329) to undertake audit of the cost
records of the Company for the financial year 2025-26.

As required under the Companies Act, 2013, a resolution
seeking member's approval for remuneration payable to
the Cost Auditor for financial year 2025-26 forms part of the
Notice of the ensuing Annual General Meeting.

Secretarial Auditor

Pursuant to the provisions of Section 204 of Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors of
the Company, on the recommendation of the Audit Committee,
had appointed M P Sanghavi & Associates LLP; Company
Secretaries having Firm Registration No.: L2020MH007000 to
undertake the Secretarial Audit of the Company for the financial
year 2024-25. The report issued by the Secretarial Auditor
is annexed as “Annexure D" and forms part of the Board's
Report. The said report included an observation relating to
non-submission of intimation under Regulation 30 of the
Listing Regulation in connection with cessation of MT Educare
Limited and its Subsidiaries as Subsidiary of the Company. In
this regard, your Board wishes to state that the Company had
duly informed Stock Exchanges under Regulation 30 & 33 of
Listing Regulations and the same was disclosed in the Notes
to financial statements for the quarter and year ended March
31, 2024. The Company took note of loss of control in MT &
its subsidiaries & consequent cessation of these entities as
subsidiaries with effect from January 1, 2024.

During the year under review, the Secretarial Auditors
did not report any matter under Section 143(12) of the
Act, therefore no detail is required to be disclosed under
Section 134 (3)(ca) of the Act.

Pursuant to Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Secretarial
Audit Report of the material subsidiaries of the Company
namely Digital Ventures Private Limited and Liberium
Global Resources Private Limited are annexed to this
report. The Company has received their written consent
that their appointment is in accordance with the applicable
provisions of the Act and rules framed there under.

In compliance with the said requirements of the
Companies Act, 2013, and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, and
on the recommendation of the Audit Committee, the
Board of Directors had, subject to approval of Members,
approved appointment of M P Sanghavi & Associates
LLP; Company Secretaries having Firm Registration No.:
L2020MH007000 and holding Peer Review Certificate No.
2972/2023 as Secretarial Auditor of the Company for the
first term of five (5) consecutive financial years from the
financial year 2025-26.

A proposal seeking Members approval for appointment of
M P Sanghavi & Associates LLP as Secretarial Auditor of the
Company for the first term of five (5) consecutive financial
years from the financial year 2025-26 forms part of the
Notice of ensuing Annual General Meeting. Your Board
recommends the proposal for approval of the Members.

Annual Secretarial Compliance Report

In compliance with Regulation 24A of the Listing Regulations
and the SEBI circular CIR/CFD/CMD1/27/2019 dated
February 8, 2019, the Company has undertaken an audit
for the financial year 2024-25 for all applicable compliances
as per SEBI Regulations and Circulars/Guidelines issued
thereunder. The Annual Secretarial Compliance Report
duly issued by M P Sanghavi & Associates LLP has been
submitted to the Stock Exchanges within the prescribed
timelines. The said report includes Auditors observation
and management response thereto.

10. CORPORATE GOVERNANCE REPORT

The fundamental principle of Corporate Governance
is achieving sustained growth ethically and in the best
interest of all stakeholders. It is not a mere compliance of
laws, rules and regulations but a commitment to values,
best management practices and adherence to the highest
ethical principles in all its dealings to achieve the objectives
of the Company, enhance stakeholder value and discharge
its social responsibility.

To maximize shareholder value on a sustained basis,
your Company constantly assesses and benchmarks itself
with well-established Corporate Governance practices
besides strictly complying with the requirements of Listing
Regulations and applicable provisions of the Act.

In terms of the requirements of Regulation 34 read with
Schedule V of the Listing Regulations, a detailed report on
Corporate Governance along with Compliance Certificate
issued by M P Sanghavi & Associates LLP, is attached and
forms an integral part of this Annual Report.

11. DISCLOSURES

a. Particulars of loans, guarantees and investments:

The particulars of loans, guarantees and investments
made by the Company as required under Section 186 (4)
of the Companies Act, 2013 are contained in note 40 to
the Standalone Financial Statements which forms part of
this Annual Report.

b. Transactions with Related Parties:

All contracts/arrangements/transactions entered by the
Company during the financial year with related parties
were on arm's length basis, in the ordinary course of
business and in compliance with applicable provisions of
the Companies Act, 2013 and Listing Regulations.

During financial year 2024-25, there were no materially
significant related party transactions by the Company
with the Promoters, Directors, Key Managerial Personnel
and other designated persons which may have a potential
conflict with the interest of the Company.

All related party transactions, specifying the nature, value
and terms of the transactions including the arms-length
justification, are placed before the Audit Committee for its
approval and a statement of all related party transactions
carried out is placed before the Audit Committee for its
review on quarterly basis.

During the year under review, there have been no
materially significant transactions prescribed under Section
188(1) with related parties as defined under Section 2(76)
of the Act and accordingly the information as prescribed
under Section 134(3) (h) of the Act read with Rule 8(2) of
the Companies (Accounts) Rules, 2014 in Form AOC-2
are not provided.

c. Risk Management

The Company has defined operational processes to ensure
that risks are identified, and the operating management is
responsible for reviewing, identifying and implementing,
mitigation plans for operational and process risk. Key
strategic and business risks are identified, reviewed and
managed by the senior management team.

d. Internal Financial Controls and their Adequacy

The Company has adequate internal financial controls
and processes for orderly and efficient conduct of the
business including safeguarding of assets, prevention and
detection of frauds and errors, ensuring accuracy and
completeness of the accounting records and the timely
preparation of reliable financial information. The internal
audit plan is dynamic and aligned to the business objectives
of the Company and is evaluated by the Audit Committee
periodically and at the end of each financial year.

During the year, such controls were assessed and
no reportable material weakness in the design or
operation were observed.

e. Public Deposits:

The Company has not invited, accepted or renewed
any deposits within the meaning of Sections 73 and
74 of the Companies Act, 2013 from public during the
year under review.

f. Transfer of unclaimed dividend to Investor Education
and Protection Fund:

Pursuant to Section 125(2) of the Act, the Companies are
required to credit to the Investor Education and Protection
Fund (IEPF) any amount provided under clauses (a) to (n),
within a period of thirty days of such amount becoming due
to be credited to the fund. Section 124 and Section 125 of
the Companies Act, 2013 read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ('the Rules') mandates that companies
transfer dividend that has remained unclaimed for a period
of seven years from unpaid dividend account to IEPF.
Further, the Rules mandate the transfer of shares with
respect to the dividend, which has not been paid or claimed
for seven consecutive years or more to IEPF.

During the year, the Company transferred the unclaimed
and un-encashed dividends aggregating to H3,21,333/- for
the financial year 2016- 17 on which dividends remained
unclaimed for seven consecutive years to IEPF. The details
of the resultant benefits arising out of shares already
transferred to the IEPF, year wise amounts of unclaimed
/ un-encashed dividends lying in the unpaid dividend
account up to the year, which are liable to be transferred,
are provided in the Corporate Governance Report (forming
part of this Annual Report) and are also available on your
Company's website, at www.zeelearn.com.

g. Unclaimed Shares:

Pursuant to Regulation 39 of SEBI (Listing Obligations and
Disclosure Requirements) 2015, 39153 unclaimed shares
remain outstanding, which were issued pursuant to the
Scheme of Arrangement and are lying in the Suspense
account as on March 31, 2025. Necessary steps were
taken in compliance with the Listing Regulations, for
sending the necessary reminders to the claimant of the
said shares, at the address available in the database of the
Depository/Company.

h. Transfer to General Reserve:

The Company has not transferred any amount to the
General Reserve during the financial year.

i. Disclosure under Section 197(14) of the Act:

During the financial year 2024-25, the Executive Director
of the Company did not receive any remuneration or
commission from Company's subsidiaries.

j. Sexual Harassment:

The Company has zero tolerance for sexual harassment
at workplace and has adopted a Policy on prevention,
prohibition and redressal of sexual harassment at workplace
in line with the provisions of the Sexual Harassment
of Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder. Additionally,
your Company has constituted Internal Complaints
Committee functioning at various locations to redress
complaints regarding sexual harassment.

There were not outstanding complaints at the beginning of
the year. During the year under review the ICC disposed-off
one complaint filed on sexual harassment. No complaints
were pending at the end of the financial year.

k. Secretarial Standards:

Pursuant to the provisions of Section 118 of the Act, the
Company has complied with the applicable provisions
of the Secretarial Standards issued by the Institute of
Company Secretaries of India and notified by Ministry of
Corporate Affairs.

l. Annual Return:

Pursuant to Section 92 of the Act read with Companies
(Management & Administration) Rules, 2014, the
annual return of the Company in Form MGT-7 for the
year ended March 31, 2025, can be accessed on the
Company's website at https://www.7eelearn.com/investor-
relations/annual-reports

m. Application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016:

Yes Bank Limited had initiated insolvency proceedings
against the Company and Digital Ventures Private Limited
('DVPL') (Subsidiary of the Company) before Hon'ble
National Company Law Tribunal ('NCLT') under Insolvency
and Bankruptcy Code, 2016 in respect of corporate
guarantee issued by the Company and DVPL upon default
in repayment of credit facilities of various trust.

On December 30, 2022, Yes Bank Limited informed the
Company and Digital Ventures Private Limited that it had
assigned and transferred the said credit facilities to JCF.
Asset Reconstruction Private Limited ('JCF').

On February 10, 2023, Hon'ble NCLT, had by an order
admitted the Company in Corporate Insolvency Resolution
Process under Insolvency and Bankruptcy Code, 2016
in respect of the application made before it by Yes Bank

Limited. An appeal was filed against the said order of the
Hon'ble NCLT by Mr. Surender Singh (Director) before the
Hon'ble National Company Law Appellate Tribunal ('NCLAT).

On February 16, 2023, Hon'ble NCLAT had by an order set
aside the order passed by Hon'ble NCLT on February 10,
2023, against the Company.

Subsequently J. C. Flowers (Appellant) had filed Special
Leave Petition (SLP) in the Hon'ble Supreme Court for
setting aside of the order passed by Hon'ble NCLAT on
February 16, 2023,

The Supreme Court vide an order dated March 29, 2023
leived stay on NCLT proceedings. As a result of the said order
matter before NCLT was declared sine die on September
11, 2023. The said matter before Hon'ble Supreme Court
remains sub-judice.

The Supreme Court vide an order dated March 29, 2023,
levied stay on NCLT proceedings. As a result of the said
order matter before NCLT was declared sine die on
September 11, 2023.

The Hon'ble NCLT vide order dated July 14, 2023, allowed JCF
to be substituted in place of original financial creditor (Yes
Bank Limited) in respect of the proceedings initiated against
DVPL. Further on December 8, 2023, NCLT had dismissed
the petition against DVPL on account of withdrawal by JCF.

The Company along with DVPL and four trusts/entities
had entered into a settlement agreement with JCF to settle
obligations with respect to loans borrowed by the said four
trusts/entities on August 7, 2023.

The said settlement agreement became effective during
the quarter/year ended March 31, 2024, the timelines
for payment of the said settlement amount have time
to time been extended by JCF along with payment of
applicable interest. (Refer Note no. 57 of Standalone
financial statements)

The Company received letter dated October 11,2024, from
JCF intimating termination of the said settlement agreement.

Thereafter, J.C. Flowers and Assets Care & Reconstruction
Enterprise Limited (ACRE) vide their respective
communications dated October 31, 2024, informed
the Company that such outstanding credit facilities of
four trusts/entity have been assigned and transferred
by JCF to ACRE.

On August 5, 2025, the Hon'ble Supreme Court of
India dismissed the appeal filed by J.C. Flowers Asset
Reconstruction Private Limited as withdrawn.

Axis Bank had initiated Corporate Insolvency Resolution
Process (CIRP) against the Company and Digital Venture

Private Limited (DVPL) before the Hon'ble National
Company Law Tribunal (NCLT), Mumbai for admission.

On November 19, 2024, Hon'ble NCLT, by an order
admitted DVPL in CIRP under Insolvency and Bankruptcy
Code, 2016 in respect of the application made before it by
Axis Bank Limited.

An appeal was filed against the said order of the Hon'ble
NCLT by Mr. Amit Kumar Bansal (Director of DVPL) before the
Hon'ble National Company Law Appellate Tribunal ('NCLAT)
and Hon'ble NCLAT vide an Order dated December 2, 2024,
directed the IRP (Interim Resolution Professional) to ensure
that the Corporate Debtor is run as going concern and to
take no further steps in pursuance of the impugned order.

On April 2, 2025, Axis Bank Limited informed the Company
and DVPL about the assignment of DVPL's outstanding debt
facilities to Assets Care & Reconstruction Enterprise Limited
("ACRE"), pursuant to an assignment agreement executed
between Axis Bank and ACRE on March 28, 2025.

Further, on July 28, 2025, the Hon'ble NCLAT, by order,
permitted the withdrawal of the appeal filed by the
Appellant and granted liberty to file an application before
the Hon'ble NCLT, for withdrawal of the CIRP, in accordance
with Section 12A of the Insolvency and Bankruptcy Code,
2016 and Regulation 30A of the IBBI (Insolvency Resolution
Process for Corporate Persons) Regulations, 2016,
within two weeks.

On August 2, 2025, an application before the Hon'ble NCLT
was filed by the IRP for the withdrawal of CIRP of DVPL, and
the same is presently sub judice.

n. Significant material orders passed by the regulators or
Courts:

Further no significant or material orders were passed by the
regulators or courts or tribunals other than as mentioned in
point (m) above which impact the going concern status and
Company's operations in future.

o. Material changes and commitments affecting the
financial position between the end of the financial year
and the date of the report:

There were no other material changes and commitments
affecting the financial position of the Company that
occurred between the end of the financial year on March
31, 2025, to which the financial statements relate and the
date of this report.

p. Difference between amount of the valuation done
at the time of one time settlement and the valuation
done while taking loan from the Banks or Financial
Institutions along with the reasons thereof

There was no one-time settlement during the year with any
banks or financial institutions; hence, the question of any
difference in valuation does not arise.

12. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION

The Company is engaged in the business of delivering
learning solutions and training to the entire spectrum of
society from toddlers to teens through its multiple products.
Since this business does not involve any manufacturing
activity, most of the information required to be provided
under Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
not applicable. However, the information as applicable are
given hereunder:

Conservation of Energy:

The Company, being a service provider, requires minimal
energy consumption and every endeavor has been made
to ensure optimal use of energy and avoid wastages and
conserve energy as far as possible.

Technology Absorption:

In its endeavor to deliver the best to its users and business
partners, the Company has been constantly active in
harnessing and tapping the latest and best technology
in the industry.

13. FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review, there were no Foreign
Exchange earnings out go.

14. HUMAN RESOURCE MANAGEMENT

Human Resource Management remains a top priority
for our Company, as we believe that a committed talent
pool is the key to achieving excellent business results.
Our constant endeavour is to foster a work culture that
promotes collaboration, innovation, high performance,
and agility. This has led us on the path of a new world of
possibilities, requiring us to work on a new set of challenges
for a future-ready workforce. To achieve this, we have
adopted a strategic approach of harmonizing people
practices, incorporating the best aspects, aligning with
market practices, and building a future-ready organization.

At our Company, we acknowledge the critical role of
human resources in driving growth, and we prioritize their
satisfaction and well-being. Our HR policies are designed to
attract, retain, and develop the best talent required for the
business to thrive. We invest in regular training programs
to ensure that our employees receive skill upgrades and
personal development opportunities at every level of
the organization.

Recognizing the value of our talent pool, we strive to
retain our best employees by providing ample growth
opportunities. Our focus is on continuous skill enhancement
and development across the workforce. We conduct

workshops nationwide to instill the Company's values in
our employees' work and behavior.

Our directors express their heartfelt appreciation for the
significant contributions made by all employees. Their
competence, dedication, hard work, cooperation, and
support have enabled the Company to achieve remarkable
milestones consistently. We remain committed to nurturing
our talent pool and fostering a culture of growth and
success within the organization.

Particulars of Employees

The information required under the provisions of Section
197 of the Companies Act, 2013, read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in "Annexure E" to this
Report. However, the statement containing the names
and other particulars of the top ten employees in terms of
remuneration drawn and employees drawing remuneration
in excess of the limits prescribed under the said Rules is
not annexed herewith. The same shall be made available to
any member on request and is open for inspection through
electronic mode.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013,
with respect to Directors Responsibility Statement it is
hereby confirmed:

a) The Financial Statements of the Company - comprising
of the Balance Sheet as at March 31, 2025, and the
Statement of Profit & Loss for the year ended as on that
date, have been prepared on a going concern basis
following applicable accounting standards and that no
material departures have been made from the same;

b) Accounting policies selected were applied consistently
and the judgments and estimates related to these
financial statements have been made on a prudent
and reasonable basis, so as to give a true and fair view
of the state of affairs of the Company as at March 31,
2025, and of the profits and loss of the Company for
the year ended on that date;

c) Proper and sufficient care has been taken for
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013, to safeguard the assets of the Company and to
prevent and detect fraud and other irregularities;

d) Requisite internal financial controls to be followed
by the Company were laid down and that such
internal financial controls are adequate and operating
effectively; and

e) Proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and such systems are adequate and
operating effectively.

16. CAUTIONARY STATEMENT

Statements in this Report, particularly which relate to
the Management Discussion and Analysis describing
the Company's objectives, projections, estimates and
expectations may constitute 'forward looking statements'
within the meaning of applicable laws and regulations
and actual results may differ materially from those either
expressed or implied. Important factors that could affect
the Company's operations include significant political and
/ or economic environment in India, tax laws, litigations,
interest and other costs.

17. ACKNOWLEDGMENTS

The Directors take this opportunity to extend their heartfelt
gratitude for the unwavering support provided by the
Company's stakeholders, and for the trust they have
placed. The Directors firmly believe that nurturing a strong
bond with the business constituents has been instrumental
in the past success and will continue to drive the Company's
future achievements.

The Directors highly value the professionalism and
dedication displayed by all employees across the Company
and its subsidiaries. Their significant contributions at every
level have been pivotal in driving the Company's success.

The Board also acknowledges with deep appreciation
the cooperation and support received from various
government bodies, including the Central and State
Governments, Ministry of Human Resource Development,
Ministry of Finance as well as the Stock Exchanges and
other stakeholders. We are equally thankful to franchisees,
business partners, vendors, bankers, investors, service
providers/partners, and other regulatory and government
authorities for their continued trust and collaboration.

The Board also takes this opportunity to express its deep
gratitude for the continued co-operation and support
received from its valued stakeholders.

For and on behalf of the Board

Manish Rastogi Nanette D'sa

Date: August 12, 2025 Whole-time Director & CEO Director

Place: Mumbai DIN: 10056027 DIN: 05261531