Zee Learn Limited (ZEELEARN)
₹5.92 +0.17% last close, 16 Oct
Latest quarterly results (Q1 FY27)
In its latest reported quarter, Q1 FY27, Zee Learn's revenue was ₹93.3 Cr (-13.9% year on year, -47.3% on the previous quarter), and net profit ₹8.4 Cr (+344.3% year on year); the operating margin was 34.9%.
| Q1 FY27 (₹ Cr) | Value | YoY vs Q1 FY26 | QoQ |
|---|---|---|---|
| Revenue | ₹93.3 | -13.9% | -47.3% |
| Operating profit | ₹32.6 | +9.5% | -38.5% |
| Net profit | ₹8.4 | +344.3% | -81.3% |
| EPS (₹) | 0.26 | +333.3% | -81.3% |
| Operating margin | 34.9% | — | — |
ZEELEARN delivery percentage
NSE end-of-day data for
On Fri, 16 Oct 2026, 81.41% of the ZEELEARN shares traded on NSE were taken to delivery, against the stock's own 20-session average of 74.01%. That is higher than usual for this stock. Turnover was only ₹9 lakh, so a handful of trades can move this figure. Volume was 0.5 times its average, well below normal.
Delivery in the last 5 sessions: 72.9% · 72.8% · 69.6% · 72.4% · 81.4%
A description of what the exchange published, not a recommendation. Names such as "accumulation" or "long buildup" label a pattern in the numbers. How delivery is analysed
📢 Recent Corporate Announcements
Zee Learn Limited has submitted its confirmation certificate pursuant to Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended September 30, 2026. The certificate from Registrar and Share Transfer Agent MUFG Intime India confirms that securities received for dematerialisation were processed, verified, and confirmed within prescribed timelines. This is a recurring regulatory compliance filing and carries no operational or financial impact.
- Compliance certificate submitted under Regulation 74(5) of SEBI Regulations, 2018
- Pertains to the quarter ended September 30, 2026
- Issued by Registrar and Share Transfer Agent MUFG Intime India Private Limited on October 7, 2026
- Confirms dematerialised shares have been listed on stock exchanges and records updated
Zee Learn Limited's ESOP Allotment Committee approved the allotment of 3,43,491 equity shares of face value Re 1 each on September 28, 2026. The shares were issued to eligible employees pursuant to the ZLL ESOP 2010 (Amended 2015) scheme at an exercise price of Re 1 per share. Consequently, the company's paid-up equity share capital marginally increased to Rs 32,80,74,782 from Rs 32,77,31,291. This represents an equity dilution of approximately 0.10%, which is immaterial to overall operations.
- Allotment of 3,43,491 equity shares of face value Rs 1 each upon exercise of ESOPs
- Shares issued at an exercise price of Rs 1 per share with zero premium
- Paid-up share capital increased from Rs 32,77,31,291 to Rs 32,80,74,782
- Resulting equity dilution is approximately 0.10% of total paid-up shares
Zee Learn Limited and its wholly owned subsidiary Digital Ventures Private Limited (DVPL) have received advance service of Section 7 insolvency petitions filed by financial creditor Asset Care & Reconstruction Enterprise Limited (ACRE) before NCLT Mumbai. The alleged default amount stated in the petitions is approximately Rs 821 crore. This default claim is roughly 3.7 times Zee Learn's entire market capitalization of Rs 224 crore and nearly double its TTM revenue of Rs 424 crore. The company stated it will take steps as advised by legal counsel.
- ACRE filed Section 7 IBC petition before NCLT Mumbai against Zee Learn and subsidiary DVPL
- Alleged default amount claimed by ACRE is approximately Rs 821 crore
- Alleged default represents ~366% of Zee Learn's market cap of Rs 224 crore and ~194% of TTM revenue (Rs 424 crore)
- Advance service of unnumbered petitions received via email on September 26, 2026
Zee Learn Limited submitted the scrutinizer's report and voting results for its 16th Annual General Meeting held on September 25, 2026. All three ordinary resolutions—adoption of FY26 financial statements, re-appointment of director Manish Rastogi, and approval of cost auditor remuneration—were approved with requisite majorities. Public non-institutional shareholders cast 52.1% of their votes against the re-appointment of director Manish Rastogi, but the resolution passed overall with 91.51% total approval due to promoter and institutional backing.
- Resolution 1 (Adoption of FY26 Financials) passed with 97.03% votes in favour (59,759,688 votes) and 2.97% against.
- Resolution 2 (Re-appointment of Director Manish Rastogi) passed with 91.51% overall favour, despite 5,108,467 votes against.
- 52.10% of votes cast by public non-institutional shareholders opposed the re-appointment of Manish Rastogi.
- Resolution 3 (Cost Auditor Remuneration) passed with 99.06% approval.
- Total voting turnout represented approximately 18.36% to 18.79% of total outstanding shares across resolutions.
Zee Learn Limited received a demand notice dated September 15, 2026, communicated via email on September 16, 2026, from Assets Care & Reconstruction Enterprise Limited (ACRE) invoking a corporate guarantee. The letter calls upon Zee Learn to pay an amount of Rs 818.23 Crores. This invoked claim represents approximately 3.57 times Zee Learn's entire market capitalization of Rs 229 Crores and nearly double its TTM revenue of Rs 424 Crores. The company stated it is currently evaluating necessary legal and operational steps.
- Corporate guarantee invoked by Assets Care & Reconstruction Enterprise Limited (ACRE)
- Demanded payment amount stands at Rs 818.23 Crores
- Notice communicated via email on September 16, 2026 (letter dated September 15, 2026)
- Claim amount of Rs 818.23 Crores dwarfs the company's net worth of Rs 254 Crores by over 3.2x
Zee Learn Limited has issued the notice for its 16th Annual General Meeting scheduled for September 25, 2026. The agenda includes the standard adoption of standalone and consolidated financial statements for FY26 and the re-appointment of director Mr. Manish Rastogi, who retires by rotation. Additionally, shareholders will vote on ratifying a remuneration of Rs 55,000 for the cost auditor for FY27.
- 16th AGM scheduled for September 25, 2026, at 3:00 PM IST via Video Conferencing
- Approval sought for adoption of FY26 standalone and consolidated financial statements
- Re-appointment of Mr. Manish Rastogi (holding 4,34,237 shares) as director retiring by rotation
- Ratification of Rs 55,000 remuneration plus taxes for Cost Auditor M/s. Vaibhav P. Joshi & Associates for FY27
Zee Learn Limited announced the results of its Postal Ballot, where shareholders approved a special resolution to dispose of equity shares and cede control over its material subsidiary, Liberium Global Resources Private Limited. Out of 6,91,87,434 total votes polled (representing 21.11% of outstanding shares), 97.26% voted in favor and 2.74% voted against. Promoter group voted 100% in favor (4,90,87,388 votes), while public institutional shareholders voted against (13,52,567 votes). The move aligns with the company's stated focus on asset monetization and debt resolution.
- Special resolution to dispose of shares and cede control in material subsidiary Liberium Global Resources Private Limited approved
- Overall approval secured with 97.26% votes in favour (6,72,93,806 votes) versus 2.74% against (18,93,628 votes)
- Total voter turnout stood at 21.11% of total share capital (6,91,87,434 shares polled)
- 100% of voting public institutions (13,52,567 shares) opposed the resolution, whereas promoters (4,90,87,388 shares) supported it fully
Zee Learn Limited announced that its Board of Directors has approved the notice to convene the company's 16th Annual General Meeting (AGM) on Friday, September 25, 2026. The meeting will be held via Video Conferencing (VC) and Other Audio Visual Means (OAVM). The Board also approved the Annual Report and Directors' Report for the financial year 2025-26. This is a standard statutory and procedural corporate disclosure.
- 16th Annual General Meeting scheduled for Friday, September 25, 2026
- AGM to be conducted via Video Conferencing / Other Audio Visual Means
- Board approved the Directors' Report and Annual Report for FY 2025-26
- Resolution approved by the Board via circulation on August 18, 2026
Zee Learn Limited has announced that its 16th Annual General Meeting (AGM) will be held on Friday, September 25, 2026, at 03:00 PM IST via video conferencing. The company has fixed Friday, September 18, 2026, as the cut-off date to determine voting eligibility for shareholders. The register of members and share transfer books will remain closed from September 18, 2026, to September 25, 2026 (both days inclusive).
- 16th Annual General Meeting scheduled for September 25, 2026, at 03:00 PM IST
- Cut-off date for e-voting eligibility set as Friday, September 18, 2026
- Book closure period runs from September 18, 2026, to September 25, 2026 (both days inclusive)
Zee Learn Limited has issued a postal ballot notice to seek shareholder approval for the sale of its 100% stake in Liberium Global Resources Private Limited. The subsidiary is being sold to Creantum Security Solutions Private Limited for a total consideration of ₹20,00,000 (₹20 Lakhs). The company cited the loss of key clients at Liberium and a strategic shift toward core education businesses (Kidzee, Mount Litera) as the primary reasons for the exit. While Liberium is classified as a material subsidiary, the transaction value is negligible compared to Zee Learn's TTM revenue of ₹439 Cr.
- Divestment of 1,000 equity shares representing 100% of the paid-up capital of Liberium Global Resources.
- Sale consideration fixed at ₹20,00,000 (₹20 Lakhs) to be paid by Creantum Security Solutions.
- E-voting period for shareholders runs from July 31, 2026, to August 29, 2026.
- Transaction expected to be completed within 3 months from the date of shareholder approval.
- Liberium reported a decline in revenue outlook following the discontinuation of services by key clients as of June 30, 2026.
Zee Learn has approved the 100% divestment of its subsidiary, Liberium Global Resources, to Creantum Security Solutions. Liberium was a significant revenue driver, contributing Rs 104.9 Cr (24%) to FY26 consolidated turnover, but it operated at a loss of Rs 8.09 Cr. The company continues to face severe financial pressure with outstanding debt to ACRE amounting to Rs 667.46 Cr, which is nearly 2.4x its current market capitalization. This divestment is a strategic move to exit non-core, loss-making operations amid ongoing debt settlement efforts.
- Divesting 100% stake (1,000 equity shares) in Liberium Global Resources Private Limited.
- Liberium contributed Rs 104.9 Cr to turnover in FY26, representing 24% of consolidated revenue.
- The subsidiary reported a Net Loss of Rs 8.09 Cr during the last financial year (FY26).
- Total outstanding debt payable to ACRE stands at Rs 667.46 Cr as of June 30, 2026.
- Allotted 6,69,286 equity shares under the Employees Stock Option Scheme during the quarter.
Zee Learn has approved the 100% divestment of its subsidiary, Liberium Global Resources, which contributed 24% (₹104.9 cr) to FY26 consolidated revenue but posted a loss of ₹8.09 cr. The company faces severe financial distress with outstanding liabilities to ACRE reaching ₹667.46 cr as of June 30, 2026, which is significantly higher than its market cap of ₹273 cr. Auditors have highlighted 'going concern' risks, though management intends to settle debts through asset monetization of its subsidiary DVPL. The board also approved Q1 FY27 results and allotted 6.69 lakh ESOP shares.
- Divesting 100% stake in Liberium Global, which accounted for 24% of FY26 consolidated revenue (₹104.9 cr).
- Total outstanding debt payable to ACRE stands at ₹66,745.92 lakhs (approx. ₹667.46 cr) as of June 30, 2026.
- Liberium Global reported a net loss of ₹809 lakhs (₹8.09 cr) for the financial year 2025-26.
- Debt assigned from Axis Bank to ACRE totals ₹14,577.71 lakhs (₹145.78 cr) as of June 30, 2026.
- Allotted 6,69,286 equity shares of ₹1/- each under the ESOP 2010 scheme.
Zee Learn Limited has submitted its compliance certificate for the Structured Digital Database (SDD) for the quarter ended June 30, 2026, as per SEBI (Prohibition of Insider Trading) Regulations. The company confirmed that 1 event involving Unpublished Price Sensitive Information (UPSI) occurred during the quarter and was successfully captured in the database. The system is maintained internally with a non-tamperable audit trail and a data retention capability of 8 years. This filing is a standard procedural requirement to ensure transparency in handling sensitive information.
- 1 event of Unpublished Price Sensitive Information (UPSI) was captured during the quarter ended June 30, 2026
- Compliance maintained under Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015
- Database records are secured with an audit trail and maintained for a period of 8 years
- Zero non-compliances were reported for the previous quarter
Zee Learn Limited has submitted its quarterly compliance certificate under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018. The certificate, issued by its Registrar and Share Transfer Agent, MUFG Intime India Private Limited, confirms that share certificates received for dematerialization during the quarter ended June 30, 2026, were processed within prescribed timelines. This is a standard administrative filing required for all listed entities to ensure the integrity of the share register. It has no impact on the company's financial position or its ongoing debt monetization efforts.
- Compliance certificate issued for the quarter ended June 30, 2026.
- Registrar MUFG Intime India Private Limited confirmed processing of dematerialization requests within timelines.
- Confirmation that securities comprised in the certificates are listed on the stock exchanges.
- Company continues to manage a debt of Rs 173 Cr as per latest financial context.
Zee Learn shareholders have approved the appointment of Ms. Nanette D’sa as a Director (liable to retire by rotation) through a postal ballot process. The resolution passed with a 96.85% majority of the total votes cast. Notably, while the promoter group (15.01% stake) voted 100% in favor, public institutional investors cast 100% of their 13.52 lakh votes against the resolution. This appointment occurs as the company manages a debt of ₹173 Cr and focuses on asset monetization strategies.
- 96.85% of total votes (5,69,83,445 shares) were cast in favor of the appointment
- 100% of public institutional votes (13,52,567 shares) were cast against the resolution
- Promoter group supported the resolution with 100% of their 4,90,87,388 polled votes
- A total of 432 members participated in the remote e-voting process which concluded on June 28, 2026
- The company had 1,58,064 shareholders as of the cut-off date on May 22, 2026
Financial Performance
Revenue Growth by Segment
Consolidated revenue from operations grew 31.8% YoY to INR 18,261.84 Lakhs for H1 FY26 compared to INR 13,852.08 Lakhs in H1 FY25. Segment-specific growth percentages were not disclosed in the available documents.
Geographic Revenue Split
The company operates primarily in India, with its registered office in Mumbai. Specific regional percentage contributions were not disclosed in the available documents.
Profitability Margins
Consolidated net margin for H1 FY26 was -2.2%, with a net loss of INR 424.52 Lakhs on total income of INR 19,214.82 Lakhs. This is a significant decline from the H1 FY25 net loss of INR 39.40 Lakhs.
EBITDA Margin
EBITDA margins were not explicitly disclosed; however, operational costs for FY25 were INR 6,756.48 Lakhs, representing 18.2% of revenue from operations.
Capital Expenditure
Historical and planned capital expenditure figures were not disclosed in the available documents.
Credit Rating & Borrowing
Credit ratings were not disclosed. Borrowing costs are high, evidenced by an exceptional penal interest expense of INR 353.13 Lakhs recognized for DVPL in H1 FY26.
Operational Drivers
Raw Materials
Educational kits and books (stock-in-trade) represent the primary material cost, accounting for 10.22% of total revenue in H1 FY26.
Capacity Expansion
Current capacity and expansion timelines for Kidzee and Mount Litera Zee Schools were not disclosed in the available documents.
Raw Material Costs
Purchase of stock-in-trade was INR 1,866.96 Lakhs in H1 FY26, a decrease of 14.4% YoY from INR 2,180.99 Lakhs in H1 FY25.
Strategic Growth
Growth Strategy
The company is focusing on asset monetization of DVPL and four associated trusts to settle outstanding debts and improve liquidity. This strategy is critical to maintaining the 'going concern' status and supporting the business plan for the current financial year.
Products & Services
Preschool services (Kidzee), K-12 schooling (Mount Litera Zee Schools), and Mount Litera World Schools.
Brand Portfolio
Kidzee, Mount Litera Zee Schools, Mount Litera World Schools.
External Factors
Industry Trends
The industry is seeing a shift toward premium, structured preschool and K-12 education models, where Zee Learn positions itself as a diversified premium education group.
Competitive Landscape
The company operates in the premium education sector, competing with other branded preschool and K-12 chains.
Competitive Moat
The company's moat is built on strong brand recognition for Kidzee and Mount Litera Zee Schools. Sustainability depends on resolving financial liabilities to maintain the quality of educational delivery.
Consumer Behavior
There is an increasing consumer preference for branded educational institutions that offer standardized learning solutions.
Regulatory & Governance
Industry Regulations
Compliance with the Companies Act 2013 and SEBI Listing Obligations is mandatory. Auditors identified material weaknesses in internal financial controls over financial reporting as of March 31, 2025.
Taxation Policy Impact
The company reported a consolidated net loss, affecting its immediate tax liability. Standalone profit for H1 FY26 was INR 1,353.09 Lakhs.
Legal Contingencies
DVPL has an outstanding debt of INR 3,514.83 Lakhs to Tamilnad Mercantile Bank (TMB) as of September 30, 2025, which is a subject of ongoing settlement efforts.
Risk Analysis
Key Uncertainties
The primary uncertainty is the successful monetization of DVPL assets and four trusts. Failure to do so could jeopardize the 'going concern' assumption.
Geographic Concentration Risk
Operations are heavily concentrated in India.
Third Party Dependencies
The company is dependent on the performance of its subsidiaries; three subsidiaries audited by other firms represent INR 68,983.85 Lakhs in assets.
Technology Obsolescence Risk
The company has implemented accounting software with audit trail features to comply with Rule 11(e) of the Companies (Accounts) Rules.
Credit & Counterparty Risk
Revenue recognition and cut-off are identified as key audit matters due to the high volume of transactions and significant judgements in price allocation.
