Directors Report of Zee Learn Ltd.

Mar 31, 2025

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:

	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from Operations	27,384.04	25,263.15	37,193.75	35,626.65
Other Income	1,191.07	958.61	2,059.73	2,193.26
Total Income	28,576.01	26,221.76	39,253.48	37,819.91
Total Expenses	21,120.97	19,303.14	34,369.10	32,567.37
Profit/(Loss) before Tax before exceptional items	7,455.04	6,918.62	4,884.38	5,252.54
Less: Exceptional Items	-	-	1,596.65	(12,394.82)
Profit/(Loss) before Tax after exceptional items	7,455.04	6,918.62	3,287.73	17,647.36
Less: Total Tax Expense	2,036.48	1,918.02	2,015.39	2,077.97
Profit/(Loss) after Tax	5,418.56	5,000.60	1,272.34	15,569.39
Other Comprehensive Income/(Loss)	2.09	31.43	2.09	51.09
Total Comprehensive Income/(Loss)	5,420.65	5,032.03	1,274.43	15,620.48

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

---

Mar 31, 2024

The Board of Directors of the Company have great pleasure in presenting the 14^th Annual Report of the Company, an overview of the business and operations of the Company together with the Annual Audited Financial Statements for the financial year ended March 31,2024.

1. FINANCIAL HIGHLIGHTS

The highlight of the financial performance of the Company for the year ended March 31,2024 is summarized as follows:

(H in Lakhs)
	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from Operations	25,263.15	19,046.10	35,626.65	32,417.07
Other Income	958.61	1,489.80	2,193.26	2,024.18
Total Income	26,221.76	20,535.90	37,819.91	34,441.25
Total Expenses	19,303.14	16,519.08	32,567.37	37,454.69
Profit/(Loss) before tax before exceptional items	6,918.62	4,016.82	5,252.54	(3,013.44)
Less: Exceptional items	-	38,667.23	(12,394.82)	42,178.64
Profit/(Loss) before tax after exceptional items	6,918.62	(34,650.41)	17,647.36	(45,192.08)
Less: Total Tax Expense	1,918.02	1,131.88	2,077.97	966.78
Profit/(Loss) after Tax	5,000.60	(35,782.29)	15,569.39	(46,158.86)
Other Comprehensive Income/(Loss)	31.43	(0.70)	51.09	0.91
Total Comprehensive Income/(Loss)	5,032.03	(35,782.99)	15,620.48	(46,157.95)

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 business of the Company.

FINANCIAL PERFORMANCE OVERVIEW

ON STANDALONE BASIS

During the year under review, the Company has earned a Total Income of H 26,221.76 Lakhs for the year ended March 31, 2024 as against H 20,535.90 Lakhs in the previous financial year.

The Company has recorded a Profit before tax before exceptional items of H 6,918.62 Lakhs for the year ended March 31,2024 as compared to H 4,016.82 Lakhs in the previous financial year.

The Profit after tax for the year ended March 31, 2024 stood at H 5,000.60 Lakhs as compared to loss after tax of H 35,782.29 Lakhs in the previous financial year.

ON CONSOLIDATED BASIS

During the year under review, the Company has earned a Total Income of H 37,819.91 Lakhs for the year ended March 31, 2024 as against H 34,441.25 Lakhs in the previous financial year.

The Company has recorded a Profit before tax before exceptional item of H 5,252.54 Lakhs for the year ended March 31,2024 as compared to loss of H 3,013.44 Lakhs in the previous financial year.

After considering exceptional item of H 12,394.82 Lakhs, Company''s operations during the year resulted in Profit before tax after exceptional items of H 17,647.36 Lakhs as compared to loss of H 45,192.08 Lakhs in the previous financial year. (Refer note 62 of Consolidated Financial Statements) .

The Profit after Tax for the year ended March 31, 2024, stood at H 15,569.39 Lakhs as compared to loss of H 46,158.86 Lakhs in the previous financial year.

3. CAPITAL STRUCTURE & LIQUIDITY

Authorized Share Capital

The Authorized Share Capital of the Company as on March 31,2024 was H 1,00,00,00,000 /- (Rupees Hundred Crore) divided into 1000000000 shares of H 1/- each.

Issued and Paid-Up Capital

The paid-up Equity Share Capital as on March 31, 2024 was H 32,60,92,725/- (Rupees Thirty-Two Crore Sixty Lakhs Ninety-Two Thousand Seven Hundred Twenty Five Only) divided into 326092725 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, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company. During the year the Company has not allotted any 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 2024-25 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 2024-25 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 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, 24,03,322 Stock Options were granted on August 21, 2023 and 70,000 Stock Options were granted on February 14, 2024.

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 3.83 and H 7.70 per option respectively.

The exercise price is the closing market price of the equity shares of the Company as on August 18, 2023, on BSE Limited and February 13, 2024, on National Stock Exchange India Limited respectively.

Since the options have been granted at the market price, 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 31,2024, 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)

STEP DOWN SUBSIDIARIES

During the financial year 2023-24 the Company had following seven step-down subsidiaries (subsidiaries of MT Educare Limited). MT Educare Limited has ceased to be a subsidiary and the following companies have ceased to be step down subsidiaries of the Company with effect from January 1, 2024. (Refer Note no. 58 of Standalone Financial Statements)

• MT Education Services Private Limited

• Lakshya Forrum For Competitions Private Limited

• Chitale''s Personalised Learning Private Limited

• Sri Gayatri Educational Services Private Limited

• Robomate Edu Tech Private Limited

• Letspaper Technologies Private Limited

• Labh Ventures India Private Limited

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. The consolidated financial statements are prepared taking into consideration the cessation of MT Educare Limited as a subsidiary of the Company with effect from January 1,2024.

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.zeelearn.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 (https://zeelearn.com/wp-content/ 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, 2024, 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 31,2024. 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, NonExecutive 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 Director Non- Independent Director and Four (4) Independent Directors, including One (1) Independent Woman Director as on March 31,2024.

During the year under review, the following changes in composition of the Board of Directors took place:

• The Members of the Company had vide resolution passed by Postal Ballot on June 19, 2023 approved the appointment of Mr. Manish Rastogi as a Director, liable to retire by rotation and also his appointment as Whole-time Director for a period of 5 years w.e.f. March 22, 2023.

• Mr. Karunn Kandoi was re-appointed for a second term of his Independent Directorship with effect from March 4, 2024 for a period of 5 years, by the Members of the Company at the Annual General Meeting held on September 27, 2023.

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

Mr. Manish Rastogi, Whole-time Director and Chief Executive Officer of the Company shall be liable to retire by rotation at the 14^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 SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015 (''Listing Regulations'') 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 Regulations 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 31,2024, 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 4 (Four) times during the financial year 2023-24, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening period between any two 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, 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.zeelearn.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 www.zeelearn.com.

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, 2024 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) have been appointed as the Statutory Auditors of the

Company at the Tenth Annual General Meeting of the Company for a period of five years till the conclusion of the AGM to be held for the financial year 2024-25, with the approval of the Members in the Annual General Meeting of the Company.

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, 2024 forms the 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.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company had appointed M/s Vaibhav P Joshi & Associates, Cost Accountants (Firm Registration No. 101329) for conduct of audit of the cost records of the Company for the financial year 2024-25.

As required under the Companies Act, 2013, a resolution seeking member''s approval for remuneration payable to the Cost Auditor forms part of the Notice convening the 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 had appointed M P Sanghavi & Associates LLP to undertake the Secretarial Audit of the Company for the financial year 2023-24. The report issued by the Secretarial Auditor is annexed as "Annexure D" and forms part of the Board''s Report.

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), 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.

The said report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

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.

Annual Secretarial Compliance Report

In compliance with the 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 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly issued by Mrs. Mita Sanghavi, Partner of M P Sanghavi & Associates LLP has been submitted to the Stock Exchanges within the prescribed timelines

The said report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

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 objects 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 Mrs. Mita Sanghavi, Partner of 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 2023-24, 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 or accepted 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 for the financial year 2016-17 aggregating to H 38,236/- on which dividends were 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.7eelearn.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, 2024. 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 2023-24, the Executive Director of the Company did not receive any remuneration or commission from Company''s subsidiary Company.

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.

During the year under review the Company 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, 2024 can be accessed on the Company''s website at https://zeelearn.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 the Company and Digital Ventures Private Limited were informed by Yes Bank Limited that

it had assigned and transferred the said credit facilities (refer note 57 of Standalone Financial Statements) to J.C. Flowers 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 JCF 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 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).

In order to repay the above settlement amount, the Board of Directors of the Company has approved raising for debt, which is being evaluated.

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. The said petition against the Company and DVPL before the Hon''ble NCLT are sub-judice.

MT Educare Limited was admitted to Corporate Insolvency Resolution Process by an order passed by the Hon''ble NCLT dated December 16, 2022 and by the said order appointed Mr. Ashwin Bhavanji Shah as the Interim Resolution Professional (IRP).

Mr. Vipin Choudhry (Director; MT Educare Limited) had challenged the order of Hon''ble NCLT dated December 16, 2022, admitting MT Educare Limited into CIRP, the said petition was dismissed by the Hon''ble NCLAT vide an order dated August 18, 2023. The stay on the formation of the COC imposed by the Hon''ble NCLAT vide order dated January 6, 2023 was lifted by said order and the COC was formed on August 21,2023.

Mr. Arihant Nenawati was subsequently appointed as Resolution Professional by an order of the Hon''ble NCLT dated January 22, 2024 replacing the erstwhile Interim Resolution Professional Ashwin Bhavanji Shah. Further 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).

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 material changes or commitments affecting the financial position between the end of the financial year and the date of the report.

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-best 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 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with the statement showing names and other particulars of top 10 employees including employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report in "Annexure E".

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (''the Act''), 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, 2024 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, 2024, 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.

---

Mar 31, 2023

The Board of Directors of the Company have great pleasure in presenting the 13^th Annual Report of the Company, providing an overview
of the business and operations of the Company together with the Annual Audited Financial Statements for the financial year ended
March 31,2023.

1. FINANCIAL HIGHLIGHTS

The highlight of the financial performance of the Company for the year ended March 31, 2023 is summarized as follows:

(H in Lakhs)
	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Revenue from Operations	19,046.10	10,400.38	32,417.07	24,788.27
Other Income	1,489.80	3,415.07	2,024.18	3,437.59
Total Income	20,535.90	13,815.45	34,441.25	28,225.86
Total Expenses	16,519.08	9,998.38	37,454.69	28,142.74
Profit/(Loss) before tax before exceptional items	4,016.82	3,817.07	(3,013.44)	83.12
Less : Exceptional items	38,667.23	11,000.00	42,178.64	-
Profit/(Loss) before tax after exceptional items	(34,650.41)	(7,182.93)	(45,192.08)	83.12
Provision for Taxation (Net)	1,131.88	1,019.49	966.78	1,398.96
Profit/(Loss) after Tax	(35,782.29)	(8,202.42)	(46,158.86)	(1,315.84)
Other Comprehensive Income	(0.70)	38.04	0.91	50.72
Total Comprehensive Income/(Loss)	(35,782.99)	(8,164.38)	(46,157.95)	(1,265.12)

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 help children realise their capabilities.
During the year there have been no material changes in the
nature of business of the Company.

FINANCIAL PERFORMANCE OVERVIEW

ON STANDALONE BASIS

During the year under review, the Company has earned a
Total Income of H 20,535.90 Lakhs as against H 13,815.45
Lakhs in the previous financial year.

The Company has recorded a Profit before tax before
exceptional items of H 4,016.82 Lakhs for the year ended
March 31, 2023 as compared to H 3,817.07 Lakhs in the

previous financial year.

After considering the exceptional item of H 38,667.23 Lakhs
the Company''s operations resulted in Loss before tax
after exceptional items of H 34,650.41 Lakhs for the year
ended March 31, 2023 as compared to H 7,182.93 Lakhs in
the previous financial year. (Refer note 43 of Standalone
Financial Statements).

The Loss after tax for the year ended March 31, 2023 stood
at H 35,782.29 Lakhs as compared to H 8,202.42 Lakhs in the
previous financial year.

ON CONSOLIDATED BASIS

During the year under review, the Company has earned a
Total Income of H 34,441.25 Lakhs as against H 28,225.86
Lakhs in the previous financial year.

The Company has recorded a Loss before tax before
exceptional items of H (3,013.44) Lakhs for the year ended
March 31, 2023 as compared to Profit before tax of H 83.12
Lakhs in the previous financial year.

After considering exceptional item of H 42,178.64 Lakhs,
Company''s operations during the year resulted in Loss
before tax after exceptional items of H 45,192.08 Lakhs.
(Refer note 63 of Consolidated Financial Statements)

The Loss after Tax for the year ended March 31,2023 stood
at H 46,158.86 Lakhs as compared to H 1,315.84 Lakhs in the
previous financial year.

3. CAPITAL STRUCTURE & LIQUIDITY

Authorized Share Capital

The Authorized Share Capital of the Company as on March
31, 2023 was H 1,00,00,00,000 (Rupees Hundred Crore)
divided into 1000000000 shares of H 1/- each.

Issued and Paid Up Capital

The paid up Equity Share Capital as on March 31, 2023 was
H 32,60,92,725 (Rupees Thirty-Two Crore Sixty Lakhs Ninety-
Two Thousand Seven Hundred Twenty Five Only) divided
into 326092725 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, 2023, none of the Directors of the Company hold
instruments convertible into equity shares of the Company.
During the year the Company has not allotted any shares
pursuant to exercise of Options granted 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 of shares.
The Company has paid the annual listing fee for the financial
year 2023-24 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 2023-24 has 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 tem of the debentures have been further revised by an
amendment deed dated June 17, 2022 and the revised date
of redemption is agreed to be August 13, 2023. The Company
has failed payments towards its debt servicing under the
said NCD since August 2022. 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 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, 40,000 Stock Options were
granted on August 2, 2022; 1,05,000 Stock Options were
granted on November 11, 2022 and 3,00,000 Stock Options
were granted on February 24, 2023.

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 6.64, H 7.20 and H 3.12
per share respectively.

The exercise price is the closing market price of the equity
shares of the Company as on August 1,2022 on BSE Limited,
November 10, 2022 on National Stock Exchange India
Limited and February 23, 2023 on BSE Limited respectively.

Since the options have been granted at the market price, the
intrinsic value at 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 employees of the Company.
Requisite disclosures as required under Regulation 14 of
the SEBI (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021 as available on the Investor Section on
the website of the Company i.e www.zeRlearn.com and a
Certificate from the Secretarial Auditor as per Regulation 13
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, 2023, which are as follows:

• Digital Ventures Private Limited

• Liberium Global Resources Private Limited

• Academia Edificio Private Limited
SUBSIDIARIES

As on March 31, 2023 MT Educare Limited is the Subsidiary
of Zee Learn Limited.

STEP DOWN SUBSIDIARIES

The Company''s Subsidiary MT Educare Limited has Seven
Subsidiaries in view of which the Company has Seven
Step-Down Subsidiaries as on March 31, 2023 which are as
follows:

• MT Education Services Private Limited

• Lakshya Forrum For Competitions Private Limited

• Chitale''s Personalised Learning Private Limited

• Sri Gayatri Educational Services Private Limited

• Robomate Edu Tech Private Limited

• Letspaper Technologies Private Limited

• Labh Ventures India Private Limited

During the year, the Board of Directors have 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 subsidiary.

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.

zRRlRarn.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 (www.zeelearn.com). 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, 2023, following Subsidiaries
are identified as Material Subsidiaries:

• Digital Ventures Private Limited

• MT Educare Limited

• Liberium Global Resources Private Limited

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, 2023. The Company has not given any interim
dividend during the financial year under review.

6. 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 profess 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 Director Non¬
Independent and Four (4) Independent Directors, including
One (1) Women Independent Director as on March 31,2023.

During the year under review, the following changes in
composition of the Board of Directors took place:

• Ms. Nanette D''sa, Mr. Dattatraya Kelkar and Mr.
Roshanlal Kamboj were re-appointed for a second
term of their Independent Directorship with effect from
March 23, 2023, December 30, 2022 and May 18, 2022
respectively, by the Members of the Company at the
Annual General Meeting held on September 27, 2022.

• Mr. Manish Rastogi was appointed by the Board of
Directors as an Additional Director & Whole-time
Director of the Company with effect from March 22,
2023. Further the Members of the Company had vide
resolution passed by Postal Ballot on June 19, 2023
approved the appointment of Mr. Manish Rastogi
as a Director, liable to retire by rotation and also his
appointment as Whole-time Director for a period of 5
years w.e.f. March 22, 2023.

• Mr. Ritesh Handa; Whole time Director of the Company
resigned with effect from February 16, 2023.

Your Board places on record its appreciation for the rich
contribution made by Mr. Ritesh Handa and the guidance
provided by him during his tenure as the Whole-time
Director and Chief Executive Officer of the Company.

No further change in the composition of the Board of
Directors took place subsequent to the closure of the
financial year.

Mr. Surender Singh; Director of the Company shall be liable
to retire by rotation at the 13^th Annual General Meeting
of the Company. He being eligible offers himself for
reappointment subject to the approval of the Members at
the Annual General Meeting and the said proposal forms
part of the Notice of the meeting.

Notice of ensuing Annual General Meeting includes a
proposal for re-appointment of Mr. Karunn Kandoi as
an Independent Director for second term of five years.
Your Board recommends the proposal for approval of the
Shareholders.

The information as required to be disclosed under the
SEBI (Listing Obligations and Disclosure Requirements),
Regulation 2015 (''Listing Regulations'') in case of appointment/
re-appointment of the director, if any, is provided in 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 (''Act'') and Listing Regulations 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, as on March 31, 2023, 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 changes in the Key Managerial Personnel of the
Company during the financial year. The details of which are
constituted below:

Appointment

Mr. Manish Rastogi was appointed as the Chief Executive
Officer of the Company with effect from February 24, 2023.

Mr. Manish Rastogi was appointed as an Additional Director
& Whole-time Director under the Category of Executive
Director on the Board of the Company with effect from
March 22, 2023.

Resignation

Mr. Ritesh Handa had resigned from his position of Chief
Executive Officer and Whole-time Director from the
Company with effect from February 16, 2023.

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. The
notice along with agenda of the meetings 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 the meetings
through video conferencing, in case they so desire, subject
to compliance with the specific requirements under the Act.

The Board met 6 (Six) times during the Financial Year
2022-23, the details of which are given in the Corporate
Governance Report which forms part of this Annual Report.
The intervening period between any two 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
the 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, evaluated the
performance of the Chairman 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
& Remuneration Committee, Stakeholders 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.zeelearn.
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.

Vigil Mechanism and Whistle Blower Policy

The Company is committed to highest standards of ethical,
moral and legal business conduct. Accordingly, the Board
of Directors has 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 www.zeelearn.
com.

7. 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, 2023 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 the 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.

8. 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) have been appointed
as the Statutory Auditors of the Company at the Tenth
Annual General Meeting of the Company for a period of five
years till the conclusion of the Annual General Meeting to be
held for the financial year 2024-25, with the approval of the
Members in the Annual General Meeting of the Company.

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 31,2023 forms
the 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 are maintained by the Company in respect of its
education services, and are audited by the Cost Auditors in
compliance to the provisions as applicable to the Company.

Based on the recommendation of the Audit Committee,
the Board of Directors of the Company had appointed
M/s Vaibhav P Joshi & Associates, Cost Accountants (Firm
Registration No. 101329) for conduct of audit of the cost
records of the Company for the financial year 2023-24.

As required under the Companies Act, 2013, a resolution
seeking member''s approval for remuneration payable to the
Cost Auditor forms part of the Notice convening the 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 had
appointed M P Sanghavi & Associates LLP to undertake the
Secretarial Audit of the Company for the financial year 2022¬
23. The report issued by the Secretarial Auditor is annexed as
"Annexure D” and forms part of the Board''s Report.

Pursuant to Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements), 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 the appointment is
in accordance with the applicable provisions of the Act and
rules framed there under.

The said report does not contain any qualifications,
reservations, or adverse remarks or disclaimer.

During the year under review, the Secretarial Auditors had
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.

Annual Secretarial Compliance Report

In compliance with the 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 2022-23 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, Practicing Company Secretaries is submitted to the
Stock Exchanges within the prescribed timelines.

The said report does not contain any qualifications,
reservations, or adverse remarks or disclaimer.

9. 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 objects of
the Company, enhance stakeholder value and discharge its
social responsibility.

In order 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 to 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, Practicing
Company Secretaries forms an integral part of this Annual
Report.

10. DISCLOSURES

a. Particulars of loans, guarantees and investments:

During the year, Company has converted outstanding
unsecured loan (including interest thereon) receivable
from Digital Ventures Private Limited (DVPL) into 0.01
%, Unsecured Unrated Unlisted Optionally Convertible
Debentures (OCD). The particulars of loans, guarantees
and investments made by the Company as required
under Section 186 (4) of the Companies Act, 2013 and
the aforesaid conversion are contained in note 40 and
note 7(3) 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 2022-23, 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 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 or accepted 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/shares 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 financial year 2022-23, the Company
was not required to deposit any amount, transfer any
unclaimed divided/shares to the Investor Education and
Protection Fund.

g. Unclaimed Shares:

Pursuant to Regulation 39 of Listing Regulations,
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, 2023. 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 2022-23, 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.

During the year under review no complaints on sexual
harassment were received.

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, 2023 can be accessed on the
Company''s website at www.7RRlearn.com.

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 the Company and Digital
Ventures Private Limited were informed by Yes Bank
Limited that it had assigned and transferred the said
credit facilities (refer note 57 of Standalone Financial
Statements) to J.C. Flowers Asset Reconstruction Private
Limited (J. C. Flowers).

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 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 matter is currently pending for hearing
before the Hon''ble Supreme Court.

MT Educare Limited (Listed Subsidiary of the Company)
was admitted to Corporate Insolvency Resolution
Process by an order passed by the Hon''ble NCLT dated
December 16, 2022 and by the said order appointed
Mr. Ashwin Bhavanji Shah as the Interim Resolution
Professional (IRP).

Mr. Vipin Choudhry (Director) had challenged the order
of Hon''ble NCLT dated December 16, 2022 before
Hon''ble NCLAT, New Delhi. The Hon''ble NCLAT by an
order dated January 6, 2023 had ordered to hold the
formation of Committee of Creditors (COC) till further
hearing. There has been continuation of stay on
Constitution of COC by Hon''ble NCLAT from time to
time and accordingly the COC is not yet formed.

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:

The Company along with DVPL and four trusts/entity
have entered into settlement agreement with J.C
Flowers to settle obligations with respect to loans
borrowed by the said four trusts/entity. Till the time
the loans are settled in terms thereof and the legal
proceedings initiated in connection therewith are either
settled/withdrawn, the matters covered under the
aforesaid legal proceedings shall remain sub-judice.
Further, a settlement agreement with J.C. Flowers has
been signed for settlement of obligations in a time
bound manner in respect of the loans borrowed and
the matter will continue to be sub-judice.

There were no other material changes and commitments
affecting the financial position of the Company that

have occurred between the end of the financial year on
March 31,2023 to which the financial statements relate
and the date of this report.

11. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION

The Company is engaged in the business of delivering learning
solutions and training to entire spectrum of the society from
toddler to teens through its multiple products. Since this
business do 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, Company has been constantly active in harnessing
and tapping the latest and best technology in the industry.

12. FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review, there were no Foreign Exchange
Earnings and the particulars of Foreign Exchange out go are
given in Note 51(2) of the Standalone financial statements.

13. 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 a 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-best 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 Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 along with the statement showing names and
other particulars of top 10 employees including employees
drawing remuneration in excess of the limits prescribed under
the said rules is annexed to this report in "Annexure E”.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (''the
Act''), 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, 2023 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, 2023,
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.

15. 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.

16. ACKNOWLEDGMENTS

The Directors takes 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 further 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

WHOLE-TIME DIRECTOR & CEO DIRECTOR

DIN:10056027 DIN: 05261531

Date: August 10, 2023

Place: Mumbai

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Mar 31, 2018

To,

The Members of Zee Learn Limited

The Directors take pleasure in presenting the Eighth Annual Report of the Company together with Audited Financial Statements for the year ended March 31, 2018. This report states compliance as per the requirements of the Companies’ Act, 2013 (“the Act”), the secretarial standards the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other rules and regulations as applicable to the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (‘the Act’), in relation to the Audited Financial Statements for the Financial Year 2017-2018, your Directors confirm that:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2018 and the Statement of Profit & Loss for the year ended 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, 2018, and, of the profits 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.

FINANCIAL PERFORMANCE

The Financial performance of your Company for the year ended March 31, 2018 is summarised below:

(Rs. in lakhs)

Particulars	Standalone - Year ended		Consolidated - Year ended
	March 31, 2018	March 31, 2017	March 31, 2018	March 31, 2017
Revenue from Operations	18,634.25	16,048.04	26,883.87	18,048.79
Other Income	1,568.18	1,325.68	370.22	378.87
Total Income	20,202.43	17,373.72	27,254.09	18,427.66
Total Expenses	11,417.19	11,980.98	16,675.78	12,135.55
Operating Profit/Loss	8785.24	5,392.74	10,578.31	6,292.11
Less: Finance Cost	1,336.14	1,463.51	1,910.75	2,071.58
Less: Depreciation	312.46	395.37	1,111.93	979.56
Profit/Loss before Tax	7,136.64	3,533.86	7,555.63	3240.97
Provision for Taxation (Net)	2560.62	(110.43)	2627.72	(110.43)
Profit/Loss after Tax	4,576.02	3,644.29	4,927.91	3,351.40
Less: Appropriations
Transferred to Debenture Redemption Reserve	406.25	406.25	406.25	406.25
Interim / Final Equity Dividend	162.17	160.35	162.17	160.35
Tax on Interim / Final Equity Dividend	33.02	32.64	33.02	32.64
Balance Carried To Balance Sheet	3,974.58	3,045.05	4,326.47	2,752.16

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on the internal financial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Company’s internal financial controls were adequate and working effectively during financial year 2017-18.

DIVIDEND

Based on the performance of the Company for the year under review and in view of the track record of the Company, the Board of Directors are pleased to recommend a dividend of Rs. 0.10 per equity share for the financial year 2017-2018, subject to approval of the Shareholders at the Annual General Meeting.

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 help children realise their capabilities.

FY18 was a landmark year for Kidzee as it continued its growth story and crossed 1,825 operational centres across 750 cities. During FY18, Mount Litera Zee Schools (MLZS) continued its growth story with 122 operational schools.

Your Company delivered on its promise of sustained profitability and improving on margins and has shown remarkable growth in profit after tax. Company registered Standalone Revenue of Rs.1,863.4 Mn in FY18 compared to Rs.1,604.8 Mn in FY17 (up by 16 %). Operating EBITDA stood at Rs. 721.7 Mn in FY18, compared to Rs. 406.7 Mn in FY17 (up by 77%). PBT stood at Rs. 713.7 Mn in FY18, compared to Rs. 353.4 Mn in FY17 (up by 102 %). PAT stood at Rs. 457.6 Mn in FY18, compared to Rs. 364.4 Mn in FY17 (up by 26 %).

Company registered Consolidated Revenue of Rs. 2,688.4 Mn in FY18, compared to Rs. 1,804.9 Mn in FY17 (up by 49%). Operating EBITDA stood at Rs. 1,020.8 Mn in FY18, compared to Rs. 591.3 Mn in FY17 (up by 73%). PBT stood at Rs. 755.6 Mn in FY18, compared to Rs. 324.1 Mn in FY17 (up by 133 %). PAT stood at Rs. 492.8 Mn in FY18, compared to Rs. 335.1 Mn in FY17 (up by 47%)..

The improved performance is a result of sustained growth in the business, despite of tough economic conditions. Numerous innovative and state-of-the-art technological measures were undertaken for driving efficiencies in running its preschool and K-12 school operations, under the brand names of ‘Kidzee’ and ‘Mount Litera Zee School’ respectively.

SHARE CAPITAL

During the year under review, your Company had allotted 32,53,091 Equity Shares of Rs. 1/- each upon exercise of Stock Options by the Option grantees under the Employee Stock Option Scheme. This has resulted an increase in the paid-up equity share capital of the Company from Rs. 32,26,42,381 to Rs. 32,58,95,472 comprising of 32,58,95,472 equity shares of Rs. 1/- each.

RECLASSIFICATION OF PROMOTERS / PROMOTER GROUP

The members at the 7th Annual General meeting held on September 28, 2017 had accorded their approval for reclassifying the below mentioned person/s / entities from the promoter / promoter group to public category based on the request received from the below person/s / entities :

1 Mr. Laxmi Narain Goel*

2 Mr. Jawahar Lal Goel*

3 Mrs. Sushila Devi (Wife of Mr. Jawahar Lal Goel)

4 Veena Investments Private Limited (Entity controlled by Mr. Jawahar Lal Goel)

5 Mr. Ashok Kumar Goel*

6 Ganjam Trading Company Private Limited (Entity controlled by Mr. Ashok Kumar Goel)

7 Mr. Ashok Kurien

8 Ambience Business Services Private Limited (Entity controlled by Mr. Ashok Kurien)

* It includes their respective family members / relatives and / or the entities controlled by them and / or persons acting in concert with them (whether or not holding any shares in the Company).

Subsequently, upon receipt of the members approval, the Company had filed an application with the Stock Exchanges. The Stock Exchanges i.e BSE Limited and National Stock Exchange of India Ltd., had accorded their approval vide letter dated November 24, 2017 respectively by reclassifying the above mentioned persons/ entities from the category of Promoter / Promoter group to public pursuant to regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The change in the respective Promoter shareholding has been annexed and detailed in the Annexure to the Directors Report. Taking into consideration

the above change, the promoter holding in the Company as on March 31, 2018 stands at 18,75,42,388 equity shares aggregating to 57.55%.

STRATEGIC INVESTMENT IN MT EDUCARE LIMITED

The Board, at its meeting held on February 14, 2018 had accorded its approval to subscribe for 3,19,64,200 Equity Shares as preferential allotment in MT Educare Ltd. for an aggregate amount of Rs. 200 crores (Rs. 200,00,00,000) approx. Post subscription, the Company would hold a 44.53% stake in MT Educare Ltd. Since the Company would acquire more than 26% of the paid up capital of MT Educare Limited, the open offer process under Regulation 3, 4 and other applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 was triggered pursuant to which the Company appointed M/s Axis Capital Limited, Merchant Banker as Manager to the Offer for the open offer process.

The acquisition of MT Educare Ltd is aligned with the Company’s strategy to increase the footprint across various segments in the Education sector and consolidate its offerings through the digital track. This will further strengthen the Preschools and K-12 offerings through Kidzee & Mount Litera Zee Schools respectively and will also mark your Company’s entry into the high growth market of Edutech through Robomate and will open doors for the test preparation / tutorials segment through MT Educare’s other brands like Mahesh Tutorials, Lakshya and Chitale classes. This acquisition will also help the Company make inroads to the government supported skill and vocational training segment, where MT Educare has a significant presence. Post this acquisition, the education offerings on a consolidated basis would reach around 3.50 lakhs students, making the Company one of the biggest education companies globally in terms of number of students served.

NON-CONVERTIBLE DEBENTURES

Your Company had allotted on April 8, 2015 650 (Six Hundred Fifty) Rated, Unlisted, Redeemable, Non-Convertible Debentures (“Debentures” Or “NCDs”) of the Face Value of Rs. 10,00,000/- (Rupees Ten Lakhs Only) Each, for cash, aggregating upto Rs. 65,00,00,000/- (Rupees Sixty Five Crores Only) in terms of the Information Memorandum circulated on Private Placement Basis, on which Credit Analysis & Research Limited (CARE) has affirmed the rating of ‘CARE AA (SO)’, which signifies the NCDs are construed to offer high safety for timely servicing of debt obligation and carries very low credit risk.

GLOBAL DEPOSITORY RECEIPTS

During the Financial year 2013-14, Global Depository Receipts (GDRs) offer of the Company for 56,17,977 GDRs opened for subscription at an issue price of US$ 3.56 per GDR representing 5,61,79,770 fully paid Equity Shares Rs. 1/- each of the Company (each GDR representing 10 Equity Shares). Upon subscription of the GDR, the Company Issued and allotted 5,61,79,770 fully paid Equity Shares of Rs. 19.50 per share underlying Global Depository Receipts (“GDRs”) on May 21, 2013. 5,61,79,770 Global Depository Receipts have been listed on the Luxembourg Stock Exchange since May 24, 2013. As at March 31, 2018, no GDRs have remained outstanding, as all the GDRs have been converted into the underlying equity shares w.e.f. January 15, 2018 which forms part of the existing paid up share capital of the Company.

EMPLOYEES STOCK OPTION SCHEME

Your Company has implemented an ESOP scheme called ZLL ESOP 2010 -AMENDED 2015 Scheme in accordance with the SEBI (Share Based Employees Benefits) Regulations, 2014 for grant of stock options to its eligible employees of the Company and its Subsidiary. 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.

The applicable disclosures under Regulation 14 of the SEBI (Share Based Employees Benefits) Regulations, 2014, relating to the Scheme are posted in Investor Relations section on the Company’s website www.zeelearn.com.

During the year under review, 25,000 and 12,87,254 Stock Options were granted on January 15, 2018 and February 19, 2018. These options when vested as per the terms and conditions of the Scheme entitled the option holder to apply for and be allotted equal number of equity shares of face value of Rs. 1/- each at an exercise price of Rs. 46.50 and Rs. 42.20 per share respectively being the closing market price of the equity shares of the Company on the National Stock Exchange of India Limited as on January 12, 2018 and February 16, 2018. Since the options have been granted at the market price, the intrinsic value at 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 beginning 2019, 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. Your Directors believe this Scheme will help create long term value for shareholders and operate as long term incentive to attract and retain senior managerial talent.

SUBSIDIARY COMPANY

As at March 31, 2018, your company had three wholly owned subsidiaries, namely, Digital Ventures Private Limited; Academia Edificio Private Limited; and Liberium Global Resources Private Limited.

In compliance with Section 129 of the Companies Act, 2013, a statement containing requisite details including financial highlights of the operations of all subsidiaries is annexed to this report.

In accordance with Accounting Standard AS 21 - Consolidated Financial Statements read with Accounting Standard AS 23 - Accounting for Investments in Associates, and Accounting Standard 27 - Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statements are provided in and forms part of this Annual Report as per Ind As format.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available on the website of the Company www.zeelearn.com. These documents will also be available for inspection during business hours at the Registered Office of the Company.

CORPORATE GOVERNANCE & POLICIES

Your Company is in compliance with the Corporate Governance requirements mentioned in Listing Regulations. In terms of Schedule V of Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by the Statutory Auditors of the Company is attached and forms an integral part of this Annual Report. All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2017-18. A declaration to this effect signed by the Chief Executive Officer of the company is contained in this Annual Report. The Chief Executive Officer and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI LODR Regulations and the said certificate is contained in this Annual Report. Management Discussion and Analysis Report as per Listing Regulations are presented in separate sections forming part of the Annual Report.

In compliance with the requirements of Section 178 of the Companies Act, 2013, the Nomination & Remuneration. Committee of your Board had fixed various criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification / experience, areas of expertise and independence of individual. Your Company has also adopted a Remuneration Policy, salient features whereof is annexed to this report.

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board has approved various Policies including Code of Conduct for Directors & Senior Management, Material Subsidiary Policy, Insider Trading Code, Document Preservation Policy, Material Event Determination and Disclosure Policy, Fair Disclosure Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transaction Policy and Remuneration Policy. All these policies and codes have been uploaded on Company’s corporate website www.zeelearn.com. Additionally, Directors Familiarisation Programme and Terms and Conditions for appointment of Independent Directors can be viewed on Company’s corporate website www.zeelearn.com.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with requirements of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee (CSR Committee). The CSR Committee comprises Dr. Manish Agarwal, Independent Director as Chairman, Mr. Himanshu Mody, Non- Executive Director and Dr. Sangeeta Pandit, Independent Director as Members. Mr. Surjit Banga, Independent Director resigned as the Chairman of the Committee from the close of business hours of November 9, 2017.

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 is all about creating sustainable programs that actively contribute to and support the social and economic development of the society. In line with this intent, your Company has adopted a unified approach towards CSR at Essel Group level, wherein CSR contributions of eligible Essel group entities are pooled in, to fund high cost long-term projects that help build Human capital and create lasting impact on the society. Accordingly, during the year under review, the Company had contributed a total amount of Rs. 16,50,000 (Rupees Sixteen lakhs fifty thousand) towards CSR activity of which an amount of Rs. 11,50,000 (Rupees Sixteen Lakh fifty thousand) was contributed to Dr Subhash Chandra Foundation catering to the field of education and an amount of Rs. 5,00,000 (Rupees Five lakhs) contributed towards the upliftment of sports activities to M/s Agnishaman Seva Kala and Krida Manch. The Report on CSR activities is given at Annexed to the Directors’ Report.

I Care Seminars for creating awareness about prevention of child abuse

Through the year, Kidzee continued its commitment of standing for ‘What’s Right For Child’ through its Child Abuse Prevention initiative I Care. A module designed to educate adults about child abuse, it teaches to recognise incidence and prevent it further

As a policy, all adults in the centre including teachers and support staff are trained under I Care. This is further taken to parents and this year, Kidzee took this initiative to the community at large by conducting events at RWAs and Corporates.

Every Kidzee preschool in the country aims to sensitise maximum adults in their catchments about the incidence of Child Abuse thereby aiming to create an abuse-free and nurturing environment for every child.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board currently comprises of 5 Directors including 3 (three) Independent Directors, 1 (one) Non-Executive Director and 1 (one) Executive Director. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations. During FY 2017-2018, your Board met 5 (five) times details of which are available in Corporate Governance Report annexed to this report.

Mr. Himanshu Mody, Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible he has offered himself for re-appointment. Your Board recommends his re-appointment with all his earlier terms and conditions of appointment remaining same. A resolution to the effect is placed in the Notice for the ensuing Annual General Meeting for consideration / approval of the members for your consideration and approval.

During the year under review, Mr. Surjit Banga, Independent Director of the Company resigned from the Board and Committee/s w.e.f. the close of business hours of November 9, 2017 due to personal reasons. The Board placed on record its appreciation for the contribution given by Mr. Banga that had helped the Company reach new milestones.

Further, the Board at its meeting held on January 15, 2018 had appointed Ms. Nandita Agarwal Parker as an Additional Director subject to the approval of the members under the category of Non Executive Independent Director. Her appointment seeking the approval of the members was passed by the Board vide Postal Ballot Notice dated May 7, 2018.

The information as required to be disclosed under the Listing Regulations in case of re-appointment of the director is provided in Report on Corporate Governance annexed to 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 Regulation pertaining to the remuneration, incentives etc. to the Directors is given in the Corporate Governance Report.

Subsequent to resignation of Ms. Hemangi Patil from the post of Company Secretary with effect from June 9, 2017, Mr. Bhautesh Shah has joined the Company w.e.f. August 16, 2017 as the Company Secretary and Compliance officer.

BOARD EVALUATION

In a separate meeting of Independent Directors, performance of nonindependent directors, performance of the board as a whole and performance of the Chairman was evaluated. Based on such report of the meeting of Independent Directors and taking into account the views of directors the Board had evaluated its performance on various parameters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, contributions from each Directors, etc.

BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders 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.zeelearn.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.

AUDITORS STATUTORY AUDITOR

The Statutory Auditors M/s. MGB & Co. LLP, Chartered Accountants, Mumbai having firm registration No. 101169W/W-100035 holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment.

Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit & Auditors) Rules, 2014. Your Board is of the opinion that continuation of M/s MGB & Co. LLP, as Statutory Auditors during FY 2018-19 will be in the best interests of the Company and therefore, members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till next Annual General Meeting at remuneration be decided by the Board.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, amended rules, 2014, the cost audit records maintained by the Company in respect of its education services, other than such similar services falling under philanthropy or as part of social spend which do not form part of any business is required to be Audited.

Your Directors had, on the recommendation of the Audit Committee and on ratification of its Members appointed M/s Vaibhav P Joshi & Associates, Cost Accountants (Firm Registration No 101329) for conduct of audit of the cost records of the Company for the financial year 2018-19.

SECRETARIAL AUDITOR

During the year, Secretarial Audit was carried out by Mrs. Mita Sanghavi, Practising Company Secretary in compliance with Section 204 of the Companies Act, 2013.

The reports of Statutory Auditor, Cost Auditor and Secretarial Auditor do not contain any qualification, reservation or adverse remarks. The reports of Statutory Auditor, Secretarial Auditor forming part of this Annual report. During the year the Statutory Auditors had 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.

DISCLOSURES

i. Particulars of loans, guarantees and investments :

Particulars of loans, guarantees and investments made by the Company required under section 186 (4) of the Companies Act, 2013 are contained in Note No. 36 to the Standalone Financial Statements.

ii. Transactions with Related Parties :

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Information on material transactions with related parties pursuant to Section 134(3)(h) of the Act, read with rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 is annexed to this report.

iii. Risk Management :

The Company’s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks.

iv. Internal Financial Controls :

Internal Financial Controls includes policies and procedures adopted by the company for ensuring orderly and efficient conduct of its business, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The Company has in place a proper and adequate Internal Financial Control System with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

v. Deposits :

Your Company has not accepted any public deposits under Chapter V of the Companies Act, 2013.

vi. Extract of Annual Return :

The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed to this report.

vii. 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. During the year under review no complaints on sexual harassment was received.

viii. Regulatory Orders :

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company’s operations in future.

ix. Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.

c) Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company is engaged in the business of delivering learning solutions and training to entire spectrum of the society from toddler to teens through its multiple products. Since this business do 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.

FOREIGN EXCHANGE EARNING AND OUTGO:

During the year under review, there were no Foreign Exchange Earnings and the particulars of Foreign Exchange out go is given in Note no. 45 (2) of the Notes to Accounts forming part of the Annual Accounts.

PARTICULARS OF EMPLOYEES

Requisite disclosures in terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of the employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report.

ACKNOWLEDGMENTS

Your Board takes this opportunity to place on record their appreciation for the dedication and commitment of employees shown at all levels, Franchisees and Business Partners that have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation received from the Central and State Governments including Ministry of Human Resource Development and other stakeholders including Bankers, Financial Institutions, Investors, Service Providers as well as regulatory and government authorities.

CAUTIONARY STATEMENT:

Statements in the Board’s Report and 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. 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.

For and on behalf of the Board

Place: Mumbai Himanshu Mody Sangeeta Pandit

Date: 7 May 2018 Chairman Director

DIN:00686830 DIN: 06748608

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Mar 31, 2017

Director’s Report

To,

The Members of Zee Learn Limited

The Directors take pleasure in presenting the Seventh Annual Report of the Company together with Audited Financial Statements for the year ended March 31, 2017. This report states compliance as per the requirements of the Companies’ Act, 2013 (“the Act”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other rules and regulations as applicable to the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (‘the Act’), in relation to the Audited Financial Statements for the Financial Year 2016-2017, your Directors confirm that:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2017 and the Statement of Profit & Loss for the year ended 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;

FINANCIAL PERFORMANCE

The financial performance of your Company for the year ended March 31, 2017 is summarized below:

(Rs, i_n l_akhs)

Particulars	Standalone - Year ended	Consolidated - Year ended
	March 31, 2017 March 31, 2016	March 31, 2017 March 31, 2016
Revenue from Operations	16,123.04 13,924.65	17,891.33 15,156.58
Other Income	758.24 337.65	204.32 198.22
Total Income	16,881.28 14,262.30	18,095.65 15,354.80
Total Expenses	11,511.61 10,748.72	11,658.49 10,829.94
Operating Profit/Loss	5,369.67 3,513.58	6,437.16 4,524.86
Less: Finance Cost	1,446.81 1,438.51	1,898.83 1,997.59
Less: Depreciation	395.37 568.21	979.56 1,018.95
Profit/Loss before Tax	3,527.49 1,506.86	3558.77 1,508.32
Provision for Taxation (Net)	(106.39) -	(106.38) -
Profit/Loss after Tax	3,633.88 1,506.86	3665.15 1,508.32
Less : Appropriations	-	-
Transferred to Debenture Redemption Reserve	406.25	406.25
Interim Equity Dividend	160.34	160.34
Tax on Interim Equity Dividend	32.64 -	32.64 -
Balance Carried To Balance Sheet	3,034.65 1,506.86	3,065.92 1,508.32

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, 2017, and, of the profits 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.

DIVIDEND

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on the internal financial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Company’s internal financial controls were adequate and working effectively during financial year 2016-17.

During the year under review, the Board of Directors approved payment of an interim dividend of Re 0.05 per share. The total amount distributed as interim dividends on the paid-up share capital for the year amounted to Rs. 1,60,34,113.35 (excluding dividend tax of Rs.32,64,168/-).

Based on the performance of the Company for the year and in view of the track record of the Company, the Board of Directors is pleased to recommend a final dividend of Re. 0.05 per equity shares for the financial year 2016-2017, subject to approval of the Shareholders at the Annual General Meeting.

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 help children realize their capabilities.

FY17 was a landmark year for Kidzee as it continued its growth story and crossed 1705 operational centres across 650 cities. In FY17, Kidzee grew by c.10% over the last year with Rs,.127,650 children studying in its network across the country. During FY17, Mount Litera Zee Schools (MLZS) continued its growth story with 115 operational schools. In FY17, enrolments in MLZS grew by Rs,33% over the last year with Rs,.55,600 children studying in its network across the country.

Your Company delivered on its promise of sustained profitability and improving on margins and has shown remarkable growth in profit after tax. Company registered Standalone Revenue of Rs. 1612 Mn in FY17 compared to Rs. 1392 Mn in FY16 (up by 16%). Operating EBITDA stood at Rs. 461 Mn in FY17, compared to Rs. 317 Mn in FY16 (up by 45%). PBT stood at Rs. 352 Mn in FY17, compared to Rs. 150 Mn in FY16 (up by 134%). PAT stood at Rs. 363 Mn in FY17, compared to Rs. 150 Mn in FY16 (up by 141%)

Company registered Consolidated Revenue of Rs. 1789 Mn in FY17, compared to Rs. 1515 Mn in FY16 (up by 18%). Operating EBITDA stood at Rs. 623 Mn in FY17, compared to Rs. 432 Mn in FY16 (up by 44%). PBT stood at Rs. 355 Mn in

FY17, compared to Rs.150 Mn in FY16 (up by 136%). PAT stood at Rs. 366 Mn in FY17, compared to Rs. 150 Mn in FY16 (up by 143%)

The improved performance is a result of sustained growth in the business in spite of tough economic conditions and through various measures taken for driving efficiencies in running its preschool and K-12 school operations, run under the brand name of ‘Kidzee and ‘Mount Litera Zee School’ respectively.

SHARE CAPITAL

During the year under review, your Company had allotted 20,88,126 Equity Shares of Re. 1/- each upon exercise of Stock Options by the Option grantees under the Employee Stock Option Scheme. This has resulted an increase in the paid-up equity share capital of the Company from Rs. 32,05,54,255 to Rs. 32,26,42,381 comprising of 32,26,42,381 equity shares of Re. 1/- each.

SCHEME OF AMALGAMATION

The Board of Directors of Zee Learn Limited at its meeting held on December 23, 2015 approved the Scheme of Amalgamation between Zee Learn Limited and Tree House Education & Accessories Limited (THEAL). However, taking note of the various media reports on THEAL closing down hundred of its playgroup centers (“Tree House”), many parents fling police complaints against Tree House and its Promoters and coupled with the fact that THEAL’s financial position was steadily deteriorating, in order to protect the interest of the shareholders of your Company, the Board of Directors of the Company on December 16, 2016 withdrawn the merger process with THEAL.

NON-CONVERTIBLE DEBENTURES

Your Company had allotted on April 8, 2015 650 (Six Hundred Fifty) Rated, Unlisted, Redeemable, Non-Convertible Debentures (“Debentures” Or “NCDs”) of the Face Value of Rs. 10,00,000/- (Rupees Ten Lakhs Only) Each, for cash, aggregating upto Rs. 65,00,00,000/- (Rupees Sixty Five Crores Only) in terms of the Information Memorandum circulated on Private Placement Basis, on which Credit Analysis & Research Limited (CARE) has affirmed the rating of ‘CARE AA (SO)’, which signifies the NCDs are construed to offer high safety for timely servicing of debt obligation and carries very low credit risk.

GLOBAL DEPOSITORY RECEIPTS

During the Financial year 2013-14, Global Depository Receipts (GDRs) offer of the Company for 56,17,977 GDRs opened for subscription at an issue price of US$ 3.56 per GDR representing 5.61.79.770 fully paid Equity Shares Re.1/- each of the Company (each GDR representing 10 Equity Shares). Upon subscription of the GDR, the Company Issued and allotted 5.61.79.770 fully paid Equity Shares of Rs. 19.50 per share underlying Global Depository Receipts ("GDRs") on May 21, 2013. 5,61,79,770 Global Depository Receipts have been listed on the Luxembourg Stock Exchange since May 24, 2013. As at March 31, 2017, total 27,50,977 GDRs have remained outstanding, the underlying shares of which forms part of the existing paid up share capital of the Company.

EMPLOYEES STOCK OPTION SCHEME

Your Company has implemented an ESOP scheme called ZLL ESOP 2010 -AMENDED 2015 Scheme in accordance with the SEBI (Share Based Employees Benefits) Regulations, 2014 for grant of stock options to its eligible employees of the Company and its Subsidiary. 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.

The applicable disclosures under Regulation 14 of the SEBI (Share Based Employees Benefits) Regulations, 2014, relating to the Scheme are posted in Investor Relations section on the Company’s website www.zeelearn.com.

During the year under review, 50,000 and 22,54,214 Stock Options were granted on July 25, 2016 and September 30, 2016. These options when vested as per the terms and conditions of the Scheme entitled the option holder to apply for and be allotted equal number of equity shares of face value of Re. 1/- each at an exercise price of Rs. 31.40 and Rs. 34.15 per share respectively being the closing market price of the equity shares of the Company on the National Stock Exchange of India Limited as on July 24, 2016 and September 29, 2016. Since the options have been granted at the market price, the intrinsic value at 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 beginning 2017, 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. Your Directors believe this Scheme will help create long term value for shareholders and operate as long term incentive to attract and retain senior managerial talent.

SUBSIDIARY COMPANY

As at March 31, 2017, your company had three wholly owned subsidiaries, namely, Digital Ventures Private Limited; Academia Edificio Private Limited; and Liberium Global Resources Private Limited.

During the year, Liberium Global Resources Private Limited has been incorporated on March 27, 2017 as wholly owned subsidiary of the Company to venture into the business of Manpower & Training. Apart from above, no other Subsidiary/ Joint-venture was formed or divested during the year under review. In compliance with Section 129 of the Companies Act, 2013, a statement containing requisite details including financial highlights of the operations of all subsidiaries is annexed to this report.

In accordance with Accounting Standard AS 21 - Consolidated Financial Statements read with Accounting Standard AS 23 -Accounting for Investments in Associates, and Accounting Standard 27 - Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statements are provided in and forms part of this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available on the website of the Company www.zeelearn.com. These documents will also be available for inspection during business hours at the Registered Office of the Company.

CORPORATE GOVERNANCE & POLICIES

Your Company is in compliance with the Corporate Governance requirements mentioned in Listing Regulations. In terms of Schedule V of Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by the Statutory Auditors of the Company is attached and forms an integral part of this Annual Report. All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2016-17. A declaration to this effect signed by the Chief Executive Officer of the company is contained in this Annual Report. The Chief Executive Officer and Chief Financial Ofiicer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI LODR Regulations and the said certificate is contained in this Annual Report. Management Discussion and Analysis Report as per Listing Regulations are presented in separate sections forming part of the Annual Report.

In compliance with the requirements of Section 178 of the Companies Act, 2013, the Nomination & Remuneration

Committee of your Board had fixed various criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification / experience, areas of expertise and independence of individual. Your Company has also adopted a Remuneration Policy, salient features whereof is annexed to this report.

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board has approved various Policies including Code of Conduct for Directors & Senior Management, Material Subsidiary Policy, Insider Trading Code, Document Preservation Policy, Material Event Determination and Disclosure Policy, Fair Disclosure Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transaction Policy and Remuneration Policy. All these policies and codes have been uploaded on Company’s corporate website www.zeelearn.com. Additionally, Directors Familiarization Programme and Terms and Conditions for appointment of Independent Directors can be viewed on Company’s corporate website www.zeelearn.com.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with requirements of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee (CSR Committee). The CSR Committee comprises Mr. Surjit Banga, Independent Director as Chairman and Mr. Himanshu Mody, Non- Executive Director and Dr. Sangeeta Pandit, 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 is all about creating sustainable programs that actively contribute to and support the social and economic development of the society. In line with this intent, your Company has adopted a unified approach towards CSR at Essel Group level, wherein CSR contributions of eligible Essel group entities are pooled in, to fund high cost long-term projects that help build Human capital and create lasting impact on the society. Accordingly, during the year under review, a Section 8 Company in the name of Dr Subhash Chandra Foundation was established at Essel Group level and the Company had contributed an amount of Rs.16,00,000 (Rupees Sixteen Lakhs) to the said foundation towards Group’s Educational infrastructure development project at Hisar, Haryana. The Report on CSR activities is given at Annexed to the Directors’ Report.

I Care Seminars for creating awareness about prevention of child abuse

Through the year, Kidzee continued its commitment of standing for ‘What’s Right For Child’ through its Child Abuse Prevention initiative I Care. A module designed to educate adults about child abuse, it teaches to recognize incidence and prevent it further.

As a policy, all adults in the centre including teachers and support staff are trained under I Care. This is further taken to parents and this year, Kidzee took this initiative to the community at large by conducting events at RWAs and Corporates

Every Kidzee preschool in the country aims to sensitize maximum adults in their catchments about the incidence of Child Abuse thereby aiming to create an abuse-free and nurturing environment for every child.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board currently comprises of 5 Directors including 3 (three) Independent Directors, 1 (one) Non-Executive Director and 1 (one) Executive Director. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations. During FY 2016-2017, your Board met 6 (six) times details of which are available in Corporate Governance Report annexed to this report.

Mr. Ajey Kumar, Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible he has offered himself for re-appointment. Your Board recommends his re-appointment with all his earlier terms and conditions of appointment remaining same. A resolution to the effect is placed in the Notice for the ensuing Annual General Meeting for consideration / approval of the members for your consideration and approval.

The information as required to be disclosed under the Listing Regulations in case of re-appointment of the director is provided in Report on Corporate Governance annexed to this report and in the notice of the ensuing Annual General Meeting.

The shareholders at the 6th Annual General Meeting of the Company approved the appointment of Dr. Sangeeta Pandit, Mr. Surjit Banga and Dr. Manish Agarwal, Independent Directors of the Company vide Special resolution for a second term of three (3) years effective from December 1, 2016, April 1, 2017 and April 1, 2017 respectively.

The disclosure in pursuance of Schedule V to the Companies Act, 2013 and SEBI Listing Regulation pertaining to the remuneration, incentives etc. to the Directors is given in the Corporate Governance Report.

Subsequent to resignation of Mr. KVS Seshasai from the post of Chief Executive Officer with effect from February 1, 2016, Mr. Debshankar Mukhopadhyay has joined the Company w.e.f. July 1, 2016.

BOARD EVALUATION

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. Based on such report of the meeting of Independent Directors and taking into account the views of directors the Board had evaluated its performance on various parameters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, contributions from each Directors, etc.

BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and Listing Agreements / Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders 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.zeelearn.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.

AUDITORS STATUTORY AUDITOR

The Statutory Auditors M/s. MGB & Co. LLP., Chartered Accountants, Mumbai having firm registration No. 101169W/W-100035 holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment.

Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit & Auditors) Rules, 2014. Your Board is of the opinion that continuation of M/s MGB & Co. LLP, as Statutory Auditors during FY 2017-18 will be in the best interests of the Company and therefore, Members are requested to consider their reappointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till next Annual General Meeting at remuneration be decided by the Board.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, amended rules, 2014, the cost audit records maintained by the Company in respect of its education services, other than such similar services falling under philanthropy or as part of social spend which do not form part of any business is required to be Audited.

Your Directors had, on the recommendation of the Audit Committee and on ratification of its Members appointed M/s V V & Associates, Cost Auditor having Firm Registration No. 000515 to audit the cost accounts of the Company for the financial year 2017-18.

SECRETARIAL AUDITOR

During the year, Secretarial Audit was carried out by Ms. Mita Sanghavi, Practising Company Secretary in compliance with Section 204 of the Companies Act, 2013.

The reports of Statutory Auditor, Cost Auditor and Secretarial Auditor do not contain any qualification, reservation or adverse remarks. The reports of Statutory Auditor, Secretarial Auditor forming part of this Annual report. During the year the Statutory Auditors had 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.

DISCLOSURES i. Particulars of loans, guarantees and investments :

Particulars of loans, guarantees and investments made by the Company required under section 186 (4) of the Companies Act, 2013 are contained in Note No. 30 to the Standalone Financial Statements.

ii. Transactions with Related Parties :

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Information on material transactions with related parties pursuant to Section 134(3)(h) of the Act, read with rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 is annexed to this report.

iii. Risk Management :

The Company’s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks.

iv. Internal Financial Controls :

Internal Financial Controls includes policies and procedures adopted by the company for ensuring orderly and efficient conduct of its business, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The Company has in place a proper and adequate Internal Financial Control System with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

v. Deposits :

Your Company has not accepted any public deposits under Chapter V of the Companies Act, 2013.

vi. Extract of Annual Return :

The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed to this report.

vii. 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 there under. During the year under review no complaints on sexual harassment was received.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company is engaged in the business of delivering learning solutions and training to entire spectrum of the society from toddler to teens through its multiple products. Since this business do 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:
(i) Steps taken or impact on conservation of energy	Your Company being a service provider requires minimal energy
(ii) Steps taken by the Company for utilizing alternate	consumption and every endeavor has been made to ensure
sources of energy	optimal use of energy and avoid wastages and conserve energy
(iii) Capital investment on energy conservation	as far as possible.
equipments

viii. Regulatory Orders :

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company’s operations in future.

ix. Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.

c) Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries.

FOREIGN EXCHANGE EARNING AND OUTGO:

Technology Absorption:
(i) The efforts made towards technology absorption
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	In its endeavor to deliver the best to its users and business
a. The details of technology imported	partners, your Company has been constantly active in harnessing and tapping the latest and best technology in the industry.
b. The year of import
c. Whether the technology been fully absorbed
d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv) The expenditure incurred on Research and Development

During the year under review, there were no Foreign Exchange Earnings and the particulars of Foreign Exchange out go is given in Note no. 36 of the Notes to Accounts forming part of the Annual Accounts.

PARTICULARS OF EMPLOYEES

Requisite disclosures in terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of the employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report.

ACKNOWLEDGMENTS

Your Board takes this opportunity to place on record their appreciation for the dedication and commitment of employees shown at all levels, Franchisees and Business Partners that have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation received from the Central and State Governments including Ministry of Human Resource Development and other stakeholders including Bankers, Financial Institutions, Investors, Service Providers as well as regulatory and government authorities.

CAUTIONARY STATEMENT:

Statements in the Board''s Report and 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. 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.

For and on behalf of the Board

Place: Mumbai Surjit Banga Sangeeta Pandit

Date: April 25, 2017 Director Director

---

Mar 31, 2016

To,

The Members of Zee Learn Limited

Your Directors take pleasure in presenting the Sixth Annual Report of the Company together with Audited Financial Statements for the year ended March 31, 2016.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (‘the Act’), in relation to the Audited Financial Statements for the Financial Year 2015-2016, your Directors confirm that:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2016 and the Statement of Profit & Loss for the year ended 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, 2016, and, of the profits 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.

FINANCIAL PERFORMANCE

The financial performance of your Company for the year ended March 31, 2016 is summarized below:

('' i_n j_acs)

Particulars	Standalone	- Year ended	Consolidated	- Year ended
	March 31, 2016	March 31, 2015	March 31, 2016	March 31, 2015
Revenue from Operations	13,900.90	12,158.25	15,132.82	12,778.33
Other Income	337.71	473.38	198.27	383.50
Total Income	14,238.61	12,631.63	15,331.09	13,161.83
Total Expenses	10,725.03	9,664.31	10,806.22	9,717.48
Operating Profit/Loss	3,513.58	2,967.32	4,524.87	3,444.35
Less: Finance Cost	1,438.51	1,324.84	1,997.58	1,520.43
Less: Depreciation	568.21	680.21	1,018.96	934.54
Profit/Loss before Tax	1,506.86	962.26	1,508.33	989.37
Provision for Taxation (Net)	-	-	-	-
Profit/Loss after Tax	1,506.86	962.26	1,508.33	989.37
Balance Carried To Balance Sheet	1,506.86	962.26	1,508.33	989.37

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on the internal financial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Company’s internal financial controls were adequate and working effectively during financial year 2015-16.

DIVIDEND

With a view to conserve the resources for future business requirements and expansion plans, your Directors are of view that the current year’s profit be ploughed back into the operations and hence no dividend is recommended for the year under review.

BUSINESS OVERVIEW

“Think Education, Think Zee Learn.” 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. Zee Learn delivers Education solutions for various stages of an individual’s growth - from toddler to youth. We believe that every child has a unique and infinite potential and we are committed to help children realize their capabilities. Under its Portfolio, Zee Learn is currently operating over 1550 Pre - schools & 103 K-12 schools, through its leading brands, “Kidzee" & "Mount Litera Zee School" respectively. During the current financial year Kidzee has serviced over 1,16,600 children and MLZS has serviced more than 40,000 students, through its network of preschool centre’s and K-12 school chain.

This year, your company forayed into teacher training in order to impetus the demand for the growing urge of quality education at the grass root level. The company signed up 22 franchisee partners in the FY16.

Your Company delivered on its promise of sustained profitability and improving on margins and has shown remarkable growth in profit after tax. The improved performance is a result of sustained growth in the business in spite of tough economic conditions and through various measures taken for driving efficiencies in running its pre-school and K-12 school operations, run under the brand name of ‘Kidzee’ and ‘Mount Litera Zee School’ respectively.

SHARE CAPITAL

During the year under review, your Company had allotted 5,53,158 Equity Shares of Re. 1/- each upon exercise of Stock Options by the Option grantees under the Employee Stock Option Scheme. This has resulted an increase in the paid-up equity share capital of the Company from Rs. 32,00,01,097 to Rs. 32,05,54,255 comprising of 32,05,54,255 equity shares of Re. 1/- each.

REGISTRAR & SHARE TRANSFER AGENT

During the first quarter of Calendar Year 2016, there were certain allegations of fraud and malpractices in the conduct and operations of Sharepro Services (India) Pvt Ltd (‘Sharepro’), who has been the Registrar and Share Transfer (R&T) Agent of the Company and upon preliminary investigations, SEBI had issued an order dated March 22, 2016 interlaid restraining Sharepro from involving in market related activities and directed all Companies who are clients of Sharepro to conduct a thorough Audit of records and systems of Sharepro with respect to dividends paid and transfer of securities for a period of at least 10 years. In compliance with the said directions of SEBI, since your Company has not paid any dividend from the date of incorporation till date, the scope of the Assurance Audit was expanded to cover Share transfers in the Company for a period commencing from the date of listing of the Equity Shares of the Company i.e. from December 20, 2010 until end of March 2016. The Assurance Audit in relation to handling of R&T functions by Sharepro, done at the behest of your Company by M/s MKB and Associates, Company Secretaries confirms that all transfers of securities were found in order and there has not been any malpractice or system related issues found during the said audit.

Subsequently, in pursuance of the advisory issued by SEBI vide Order dated March 22, 2016 and considering that key employees were leaving Sharepro which could affect R&T services at Sharepro in future, your Company has appointed M/s Link In time India Private Limited as the R&T Agent in place of Sharepro. The said changeover of R&T agent shall take effect from July 1, 2016.

SCHEME OF AMALGAMATION

The Board of Directors of Zee Learn Limited at its meeting held on December 23, 2015 approved the Scheme of Amalgamation between Zee Learn Limited and Tree House Education & Accessories Limited. The scheme has been filed with the Stock Exchanges by both the Companies and “No Objection” letter has been received from them.

NON-CONVERTIBLE DEBENTURES

Your Company had allotted on April 8, 2015 650 (Six Hundred Fifty) Rated, Unlisted, Redeemable, Non-Convertible Debentures (“Debentures” Or “NCDs”) of the Face Value of Rs. 10,00,000/- (Rupees Ten Lakhs Only) Each, for cash, aggregating up to Rs. 65,00,00,000/- (Rupees Sixty Five Crores Only) in terms of the Information Memorandum circulated on Private Placement Basis, on which Credit Analysis & Research Limited (CARE) has affirmed the rating of ‘CARE AA (SO)’, which signifies the NCDs are construed to offer high safety for timely servicing of debt obligation and carries very low credit risk.

GLOBAL DEPOSITORY RECEIPTS

During the Financial year 2013-14, Global Depository Receipts (GDRs) offer of the Company for 56,17,977 GDRs opened for subscription at an issue price of US$ 3.56 per GDR representing 5.61.79.770 fully paid Equity Shares Re.1/- each of the Company(each GDR representing 10 Equity Shares). Upon subscription of the GDR, the Company Issued and allotted 5.61.79.770 fully paid Equity Shares of Rs. 19.50 per share underlying Global Depository Receipts (“GDRs”) on May 21, 2013. 5,61,79,770 Global Depository Receipts have been listed on the Luxembourg Stock Exchange since May 24, 2013. As at March 31, 2016, total 27,50,977 GDRs have remained outstanding, the underlying shares of which forms part of the existing paid up share capital of the Company.

EMPLOYEES STOCK OPTION SCHEME

Your Company has modified its existing ESOP scheme to ZLL ESOP 2010 - AMENDED 2015 Scheme in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and had also obtained the approval of the Shareholders of the Company by way of Postal Ballot on December 18, 2015, for increase in the pool of Stock Options from existing 61,36,930 Stock Options to 1,60,07,451 Stock Options (which is equivalent to 5% of the Issued, Subscribed and Paid-up Share capital of the Company as on October 28, 2015, which is 32,01,49,020 Equity Shares of Re.1/- each) for grant of stock options to its eligible employees and Directors of the Company and its Subsidiary Companies. 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.

The applicable disclosures under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014, relating to the Scheme are posted in Investor Relations section on the Company’s website www.zeelearn.com .

During the year under review, the Nomination & Remuneration Committee at its meeting held on October 28, 2015, granted 6402980 Stock Options in the category of employees/ Directors of the Company. These options when vested as per the terms and conditions of the Scheme entitled the option holder to apply for and be allotted equal number of equity shares of face value of Re. 1/- each at an exercise price of Rs. 31.80 per share being the closing market price of the equity shares of the Company on the National Stock Exchange of India Limited as on October 27, 2015. Since the options have been granted at the market price, the intrinsic value at 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 beginning 2016, 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. Your Directors believe this Scheme will help create long term value for shareholders and operate as long term incentive to attract and retain senior managerial talent.

SUBSIDIARY COMPANY

As at March 31, 2016, your company had two wholly owned subsidiaries, namely, Digital Ventures Private Limited and Academia Edificio Private Limited.

During the year, Academia Edificio Private Limited has been incorporated on January 14, 2016 as wholly owned subsidiary of the Company to venture into building / constructing / developing educational infrastructure. Apart from above, no other Subsidiary/ Joint-venture was formed or divested during the year under review. In compliance with Section 129 of the Companies Act, 2013, a statement containing requisite details including financial highlights of the operations of all subsidiaries is annexed to this report.

In accordance with Accounting Standard AS 21 - Consolidated Financial Statements read with Accounting Standard AS 23 -Accounting for Investments in Associates, and Accounting Standard 27 - Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statements are provided in and forms part of this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available on the website of the Company www.zeelearn.com. These documents will also be available for inspection during business hours at the Registered Office of the Company.

CORPORATE GOVERNANCE & POLICIES

Your Company is in compliance with the Corporate Governance requirements mentioned in Listing Regulations. In terms of Schedule V of Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by the Statutory Auditors of the Company is attached and forms an integral part of this Annual Report. Management Discussion and Analysis Report as per Listing Regulations are presented in separate sections forming part of the Annual Report.

In compliance with the requirements of Section 178 of the Companies Act, 2013, the Nomination & Remuneration Committee of your Board had fixed various criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification / experience, areas of expertise and independence of individual. Your Company has also adopted a Remuneration Policy, salient features whereof is annexed to this report.

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, your Board has approved various Policies including Code of Conduct for Directors & Senior Management, Material Subsidiary Policy, Insider Trading Code, Document Preservation Policy, Material Event Determination and Disclosure Policy, Fair Disclosure Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transaction Policy and Remuneration Policy. All these policies and codes have been uploaded on Company’s corporate website www.zeelearn.com. Additionally, Directors Familiarization Programme and Terms and Conditions for appointment of Independent Directors can be viewed on Company’s corporate website www.zeelearn.com

CORPORATE SOCIAL RESPONSIBILITY

In compliance with requirements of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee (CSR Committee). The CSR Committee comprises Mr. Surjit Banga, Independent Director as Chairman and Mr. Himanshu Mody, Non- Executive Director and Dr. Sangeeta Pandit, 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.

The Company was not required to spend any amount on CSR activities during the FY 2015-16.

However, as responsible citizen, your Company believes that a Business cannot succeed in a society that fails and therefore, it is imperative for business houses, to invest in the future by taking part in CSR activities. As part of CSR activity the Company has conducted the CSR activities as mentioned below:

Community Connect Activities at Kidzee

I Care Seminars for creating awareness about prevention of child abuse:- Through the year, Kidzee continued its commitment of standing for ‘What’s Right For Child’ through its Child Abuse Prevention initiative I Care. A module designed to educate adults about child abuse, it teaches to recognize incidence and prevent it further. As a policy, all adults in the centre including teachers and support staff are trained under I Care. This is further taken to parents and this year, Kidzee took this initiative to the community at large by conducting events at RWAs and Corporate. Every Kidzee preschool in the country aims to sensitize maximum adults in their catchments about the incidence of Child Abuse thereby aiming to create an abuse-free and nurturing environment for every child.

World Environment Day:- On World Environment Day in June, Kidzee preschools across the country celebrated the occasion by educating the community on the huge issue looming ahead and distributed saplings amongst adults in their catchment. They spread the message of conserving the environment so that they have a safe and healthy planet to live in when they grow up.

Early Childhood Care and Education Seminars (ECCE Seminars):- In its quest to stand for ‘What’s Right For Child’,

Kidzee set up an initiative to create awareness about the importance of the early years of the child. This module was created in an easy to execute format such that maximum preschools across the country conduct the activity with not just enrolled parents but also parents in the catchment area to generate the importance associated with the formative years of the child. This module is successfully being conducted in RWAs, Corporate and Associations.

Donation Drive in association with Madras Round Table:- In association with Madras Round Table (MRT1), Kidzee participated in a city-wide donation drive in Chennai. As part of this activity, Kidzee preschools encouraged children and their parents to donate their toys, books and clothes to underprivileged and less fortunate children. This was in line with teaching children to be compassionate towards fellow human beings and doing their best to add value back to society.

Community Connect Activities at MLZS Schools

Woman’s Day Activity:- Special activity was carried out to mark International Woman’s Day in March 2016 in MLZS schools. Self defense workshops for young girls were organized in over 20 schools. Not just for MLZS students, this workshop was open to students and parents from outside as well. Additionally activities on gender equality were also carried out in the schools with support of toolkit from Amnesty International.

Illuminating Lives (Diwali Outreach):- On the occasion of Diwali, MLZS schools across the country reached out to the disadvantaged/impoverished sections of society in villages around the school and brought them joy and support with clothes, food and the greatest gift of all, love.

World Yoga Day:- Yoga Shivirs were organized at 62 Mount Litera Zee Schools for students and families along with lectures via Experts and the material created by Ministry of AYUSH. There were Yoga demonstrations with children being part of the demonstration and over 25,000 students’ families and staff members were reached through mailers and Whatsapp encouraging them for including Yoga as part of their daily lifestyles. It created a mega impact as Zee Learn was able to extend the vision of a healthier country down to the cities where we have our schools.

Digital Citizenship Program (DCP):- Through several workshops, activities and communications, the Digital Citizenship Program was a major initiative by MLZS to help educate both students and parents to the important of responsible usage of digital technology and the perils of social media addiction, as well as how to ensure one’s health and family life is not stunted by usage of digital technology.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board currently comprises of 5 Directors including 3 (three) Independent Directors, 1 (one) Non-Executive Director and 1 (one) Executive Director. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Listing Regulations. During FY 2015-2016, your Board met 6 (six) times details of which are available in Corporate Governance Report annexed to this report.

Mr. Himanshu Mody, Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible he has offered himself for re-appointment. Your Board recommends his re-appointment.

During the year under review, Mr. Subodh Kumar resigned from the directorship of the Company with effect from July 30, 2015 and Mr. Ajey Kumar was appointed as the Executive Director of the Company with effect from October 28, 2015, on the terms and conditions as approved by the shareholders by passing Special Resolution through postal ballot on December 18, 2015.

Pursuant to the Members’ approval at the 4th Annual General Meeting held on August 11, 2014, Dr. Sangeeta Pandit, Mr. Surjit Banga and Dr. Manish Agarwal were appointed as Independent Directors of the Company for a period of three years till November 30, 2016, March 31, 2017 and March 31, 2017 respectively. Special Resolutions seeking members’ approval for appointing them as Independent Director(s) for the second term of 3 years from expiry of their current terms form part of the Notice of the ensuing Annual General Meeting. Your Company has received notice(s) in writing along with requisite deposit pursuant to Section 160 of Companies Act, 2013, proposing their appointment for the second term and based on performance evaluation and contributions made by Dr. Sangeeta Pandit, Mr. Surjit Banga and Dr. Manish Agarwal, your Board recommends their appointment for the second term of 3 years upon expiry of their current term.

In compliance with Section 203 of the Companies Act, 2013, your Board had re-appointed Mr. Umesh Pradhan, Chief Financial Officer of the Company as a Manager for a period of three years with effect from April 1, 2016, without any remuneration as Manager of the Company. However, Mr. Pradhan will continue to draw remuneration as CFO of the Company. A proposal seeking Members approval for re-appointment of Mr. Umesh Pradhan as Manager of the Company forms part of the Notice of ensuing Annual General Meeting. Mr. KVS Seshasai resigned from the post of Chief Executive Officer with effect from February 1, 2016.

Mr. Samir Raval has resigned from the Company w.e.f. June 15, 2015 and Ms. Hemangi Patil was appointed in his place as Company Secretary and Compliance Officer of the Company w.e.f. June 16, 2015.

BOARD EVALUATION

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. Based on such report of the meeting of Independent Directors and taking into account the views of directors the Board had evaluated its performance on various parameters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, contributions from each Directors, etc., was found to be satisfactory.

BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and Listing Agreements/ Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders 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.zeelearn.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.

AUDITORS STATUTORY AUDITOR

The Statutory Auditors M/s. MGB & Co. LLP., Chartered Accountants, Mumbai having firm registration No. 101169W/W-100035 holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment.

Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit & Auditors) Rules, 2014. Your Board is of the opinion that continuation of M/s MGB & Co. LLP, as Statutory Auditors during FY 2016-17 will be in the best interests of the Company and therefore, Members are requested to consider their reappointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till next Annual General Meeting at remuneration be decided by the Board.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, amended rules, 2014, the cost audit records maintained by the Company in respect of its education services, other than such similar services falling under philanthropy or as part of social spend which do not form part of any business is required to be Audited.

Your Directors had, on the recommendation of the Audit Committee and on ratification of its Members appointed M/s V V & Associates, Cost Auditor having Firm Registration No. 000515 to audit the cost accounts of the Company for the financial year 2016-17.

SECRETARIAL AUDITOR

During the year, Secretarial Audit was carried out by Ms. Mita Sanghavi, Practising Company Secretary in compliance with Section 204 of the Companies Act, 2013.

The reports of Statutory Auditor, Cost Auditor and Secretarial Auditor do not contain any qualification, reservation or adverse remarks. The reports of Statutory Auditor, Secretarial Auditor forming part of this Annual report. During the year the Statutory Auditors had 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.

DISCLOSURES i. Particulars of loans, guarantees and investments :

Particulars of loans, guarantees and investments made by the Company required under section 186 (4) of the Companies Act, 2013 are contained in Note No. 30 to the Standalone Financial Statements.

ii. Transactions with Related Parties :

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Information on material transactions with related parties pursuant to Section 134(3)(h) of the Act, read with rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 is annexed to this report.

iii. Risk Management

The Company’s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks.

iv. Internal Financial Controls

Internal Financial Controls includes policies and procedures adopted by the company for ensuring orderly and efficient conduct of its business, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The Company has in place a proper and adequate Internal Financial Control System with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

v. Deposits:

Your Company has not accepted any public deposits under Chapter V of the Companies Act, 2013.

vi. Extract of Annual Return :

The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed to this report.

vii. 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 there under. During the year under review no complaints on sexual harassment was received.

viii. Regulatory Orders :

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company’s operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is engaged in the business of delivering learning solutions and training to entire spectrum of the society from toddler to teens through its multiple products. Since this business do 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:

(i) Steps taken or impact on conservation of energy Your Company being a service provider requires minimal energy

(ii) Steps taken by the Company for utilizing alternate ^co^nsumptio^{n and every endeavor has been made} to ^ensure sources of energy optimal use of energy and avoid wastages and conserve energy

(iii) Capital investment on energy conservation ^{as far as possible}. equipments

Technology Absorption:

(i) The efforts made towards technology absorption

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the

In its endeavor to deliver the best to its users and business

a. The details of technology imported partners, your Company has been constantly active in - harnessing and tapping the latest and best technology in the

b. The year of import industry.

c. Whether the technology been fully absorbed

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

(iv) The expenditure incurred on Research and Development

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review, there were no Foreign Exchange Earnings and the particulars of Foreign Exchange out go is given in Note no. 35 of the Notes to Accounts forming part of the Annual Accounts.

PARTICULARS OF EMPLOYEES

Requisite disclosures in terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of the employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report.

ACKNOWLEDGMENTS

Your Board takes this opportunity to place on record their appreciation for the dedication and commitment of employees shown at all levels, Franchisees and Business Partners that have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation received from the Central and State Governments including Ministry of Human Resource Development and other stakeholders including Bankers, Financial Institutions, Investors, Service Providers as well as regulatory and government authorities.

For and on behalf of the Board

Place: Mumbai Himanshu Mody Surjit Banga

Date: May 13, 2016 Chairman Director

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Mar 31, 2015

The Members of Zee Learn Limited

The Directors take pleasure in presenting the Fifth Annual Report of the Company together with Audited Financial Statements for the year ended March 31,2015.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 ('the Act'), in relation to the Audited Financial Statements for the Financial Year 2014 -2015, your Directors confirm that:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2015 and the Statement of Profit & Loss for the year ended 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 the 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, 2015, and, of the profit 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 Act, to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

d) Requisite internal financial controls were laid down and that such 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.

FINANCIAL PERFORMANCE

The financial performance of your Company for the year ended March 31,2015 is summarized below: (Rsln lacs)

Particulars For the year For the year ended March ended March 31,2015 31,2014

Revenue from Operations 12,158.25 11,917.54

Other Income 473.39 318.09

Total Income 12,631.64 12,235.63

Total Expenses 9,664.32 10,880.82

Operating Profit/Loss 2,967.32 1,354.81

Less: Finance Cost 1,324.84 823.30

Less: Depreciation 680.21 664.16

Profit/Loss before Tax 962.26 (132.65)

Provision for Taxation (Net) - -

Profit/Loss after Tax 962.26 (132.65)

Balance Carried to Balance Sheet 962.26 (132.65)

DIVIDEND

With a view to conserve the resources for future business requirements and expansion plans, your Directors are of view that the current year's profit be ploughed back into the operations and hence no dividend is recommended for the year under review.

BUSINESS OVERVIEW

Your Company is a leading education company, founded with the purpose of 'Improving Human Capital'. The company has contributed 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 help children realize their capabilities. Linder its Portfolio, Zee Learn is currently operating over 1350 pre- schools & 87 K-12 schools, through its leading brands, "Kidzee" & "Mount Litera Zee School" respectively. By the current financial year end Kidzee has reached to over 4,10,000 students & MLZS has reached to about 30,500 students through its network of school chain.

In order to cater the need to develop skills of youth population, your company is looking to explore vocational courses outside the traditional curriculum. Zee Institute of Media Arts (ZIMA) provides diploma courses in TV and film making courses and Zee Institute of Creative Art (ZICA) provides diploma courses in 2D and 3D animation.

SHARE CAPITAL

During the year under review, your Company had allotted 6,69,453 Equity Shares ofRs. 1/- each upon exercise of Stock Options by the Option grantees under the Employee Stock Option Scheme. This has resulted an increase in the paid-up equity share capital of the Company from Rs. 31,93,31,644 to Rs. 32,00,01,097 comprising of 32,00,01,097 equity shares of Rs.1/-each.

NON-CONVERTIBLE DEBENTURES

During the year under review, 125 12% Secured Redeemable Non-Convertible Debentures ('SRNCD's) each ofRs. 10,00,000/- aggregating to Rs.12,50,00,000/-, listed on Wholesale Debt Market Segment of National Stock Exchange of India Ltd. (NSE), were redeemed as per the terms of issue and extinguished. As at March 31,2015, there is no outstanding SRNCD's.

Further, your Company had issued and allotted on April 8, 2015 650 (Six Hundred Fifty) Rated, Unlisted, Redeemable, Non-Convertible Debentures ("NCDs") of the Face Value of Rs.10,00,000/- (Rupees Ten Lakhs Only) Each, for cash, aggregating to Rs. 65,00,00,000/- (Rupees Sixty Five Crores Only) on Private Placement Basis, on which Credit Analysis & Research Limited (CARE) has affirmed the rating of 'CARE AA (SO)', which signifies the NCDs are construed to offer high safety for timely servicing of debt obligation and carries very low credit risk.

GLOBAL DEPOSITORY RECEIPTS

During the Financial year 2013-14, Global Depository Receipts (GDRs) offer of the Company for 56,17,977 GDRs opened for subscription at an issue price of US$ 3.56 per GDR representing 5,61,79,770 fully paid Equity Shares of Re. 1/- each of the Company(each GDR representing 10 Equity Shares). Upon subscription of the GDR, the Company issued and allotted 5,61,79,770 fully paid Equity Shares of Rs. 19.50 per share underlying Global Depository Receipts ("GDRs") on May 21, 2013. 56,17,977 Global Depository Receipts have been listed on the Luxembourg Stock Exchange since May 24, 2013. As at March 31,2015, total 41,17,977 GDRs have remained outstanding, the underlying shares of which forms part of the existing paid up share capital of the Company.

EMPLOYEES STOCK OPTION SCHEME

Your Company has implemented an Employee Stock Option Scheme called ZLL ESOP-2010, in accordance with Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines) forgrant of stock options to its eligible employees of the Company and its Subsidiary. The Nomination & Remuneration Committee of the Board administers and monitors the Scheme. The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2015 are annexed to this report.

During the year under review, 19,61,750 Stock Options were granted on September 29, 2014. Further, your Company had issued and allotted 6,69,453 Equity Shares of Rs. 1/- each upon exercise of equivalent number of vested Stock Options by the Option Grantees at Option price of Rs. 26.05 (80,100 Shares) , Rs. 14.50 (2,32,362 Shares) and Rs. 20.85 ( 3,56,991 Shares) per share.

The Company has received a Certificate from the Statutory Auditors, M/s. MGB & Co., LLP, Chartered Accountants, confirming that the Scheme has been implemented in accordance with SEBI Guidelines and the resolution passed by the shareholders. The Certificate shall be placed at the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the Registered Office of the Company on all working days (except Saturdays) between 2.00 p.m. to. 5.00 p.m., up to the date of ensuing Annual General Meeting.

SUBSIDIARY COMPANY

Your company has one wholly owned subsidiary, namely, Digital Ventures Private Limited.

No other Subsidiary / Joint-venture was formed or divested during the year under review. In compliance with Section 129 of the Act, a statement containing requisite details including financial highlights of the operations of the aforesaid Subsidiary Company is annexed to this report.

In accordance with Accounting Standard AS 21 - Consolidated Financial Statements read with Accounting Standard AS 23 - Accounting for Investments in Associates, and Accounting Standard 27 - Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

CORPORATE GOVERNANCE & POLICIES

Your Company is in compliance with the Corporate Governance requirements mentioned under Clause 49 of the Listing Agreement. A Report on Corporate Governance as stipulated under the Listing Agreement(s) with the Stock Exchanges as also a Management Discussion and Analysis Report forms part of the Annual Report. Certificate from the Statutory Auditors of the Company, M/s MGB & Co LLP, Chartered Accountants, confirming compliance with the provisions of Corporate Governance as stipulated in Clause 49, is annexed to the said Corporate Governance Report.

In compliance with the requirements of the Companies Act, 2013, the Nomination and Remuneration Committee of the Board had fixed criteria for nominating a person on the Board which, inter alia include desired size and composition of the Board, age limit, qualification/ experience, areas of expertise and independence of individual. Your Company has also adopted a Remuneration Policy, salient features whereof is annexed to this report.

Your Board had in accordance with the requirements of Companies Act, 2013 and Clause 49 of the Listing Agreement, adopted new policies including Related Party Transaction Policy, and amended existing Whistle Blower and Vigil Mechanism Policy in line with the amended requirements. These policies are available on the website of the Company www.zeelearn.com.

CORPORATE SOCIAL RESPONSIBILITY

As responsible citizen, your Company believes that a Business cannot succeed in a society that fails and therefore it is imperative for business houses, to invest in the future by taking part in CSR activities. As part of CSR activity, the Company has been providing School Management Services under Public Private Partnership to selected schools managed by Gujarat State Tribal Development Residential Educational and Institutional Society under the Eklavya Model Residential School project of Government of Gujarat. Additionally, the Company regularly organizes various Education awareness events / programs for the various strata of the Society.

During the year, your Company undertook many initiatives at Mount Litera Zee School to educate and connect with the local communities around the school and created various campaign to support various causes. Initiative such as 'Yoga Day" raised awareness towards 'Importance of daily exercise'. Besides these, the schools also conducted various events such as Tree plantation activities, Swatch BharatAbhiyan, World Population, distribution of Bins in the society, Human right programmes, etc. in their local communities.

In continuation to the I Care initiative-this year too OMEP India has led 'I Care' program across the country sensitizing on Anti Child Abuse and Neglect. This year the program extended to schools apart from preschools. The 'I care' campaign is part of a national movement to change the way we think about prevention of child abuse.

As part of its CSR activity, Zee Institute of Creative Arts (ZICA), Noida center run by the franchisee, has partnered with two NGO's namely Prerna Niketan Sangh & Deepalaya to provide free creative course scholarship for the underprivileged students. Through this initiative, ZICAin association with Prerna Niketan Sangh & Deepalaya will provide scholarship to eligible students to 100% of course fees. Prerna Niketan Sangh is registered with Delhi Government and is working for physically challenged children since 1998.

Further, as your Company has made net profit of Rs. 9.62 Cr in FY 2014-15, Section 135 of the Companies Act, 2013 and Listing agreement of the Stock Exchanges has become applicable which specifies constitution of a Corporate Social Responsibility Committee of the Board ("CSR Committee"). Accordingly, your Company will constitute ("CSR Committee") in F.Y. 2015-16.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Your Board comprises of 5 Directors including 3 Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement. During FY 2015 your Board met 6 (six) times details of which are available in Corporate Governance Report annexed to this report.

Mr. Subodh Kumar, Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible he has offered himself for re-appointment. Your Board recommends his re-appointment.

In compliance with the requirements of Section 203 of the Companies Act, 2013, Mr. K V S Seshasai, Chief Executive Officer, Mr. Umesh Pradhan, Chief Financial Officer & Mr. Samir Raval, Compliance Officer & Company Secretary of the Company were nominated as Key Managerial personnel.

BOARD EVALUATION

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. Based on such report of the meeting of Independent Directors and taking into account the views of executive directors and non- executive directors the Board had evaluated its performance on various parameters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, contributions from each Directors, etc.

AUDITORS

STATUTORY AUDITOR

M/s. MGB & Co., LLP., Chartered Accountants, Mumbai having firm registration No. 101169W/W-100035 holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment.

Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the opinion that continuation of M/s. MGB & Co., LLP, as Statutory Auditors during FY 2015-16 will be in the best interests of the Company and therefore, Members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till next Annual General Meeting at remuneration be decided by the Board.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, amended rules, 2014, the cost audit records maintained by the Company in respect of its education services, other than such similar services falling under philanthropy or as part of social spend which do not form part of any business is required to be Audited.

Your Directors had, on the recommendation of the Audit Committee and on ratification of its Members appointed M/s. V. V. & Associates, Cost Auditor having Firm registration No. 000515 to audit the cost accounts of the Company forthe financial year 2015-16.

SECRETARIAL AUDITOR

During the year, Secretarial Audit was carried out by Mrs. Mita Sanghavi, Practising Company Secretary in compliance with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURES

i. Particulars of loans, guarantees and investments:

Particulars of loans, guarantees and investments made by the Company required under Section 186 (4) of the Companies Act, 2013 are contained in Note No. 29 to the Standalone Financial Statements.

ii. Transactions with Related Parties:

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Information on material transactions with related parties pursuant to Section 134(3)(h) of the Act, read with Rule 8(2) of the

Companies (Accounts) Rules, 2014, in form AOC-2 is annexed to this report.

iii. Deposits:

Your Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposits under Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014, was outstanding as on the date of the Balance Sheet.

iv. Extract of Annual Return:

The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with the Companies (Management & Administration) Rules, 2014 is annexed to this report.

v. 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. During the year under review one (1) complaint on sexual harassment was received and it has been resolved as perthe provisions of the Act.

vi. Regulatory Orders:

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is engaged in the business of delivering learning solutions and training to entire spectrum of the society from toddler to teens through its multiple products. Since these activities do 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 the Companies (Accounts) Rules, 2014 is not applicable.

However, the information as applicable are given hereunder:

Conservation of Energy:

(i) steps taken or impact on conservation of energy

(ii) steps taken by the company for utilizing alternate sources of energy

(iii) capital investment on energy conservation equipments

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

Technology Absorption:

(i) the efforts made towards technology absorption

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

(a) the details of technology imported

(b) the year of import

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and Development

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

FOREIGN EXCHANGE EARNING AND OUTGO:

During the year under review, there were no Foreign Exchange Earnings and the particulars of Foreign Exchange outgo is given in Note no. 34 of the Notes to Accounts forming part of the AnnualAccounts.

PARTICULARS OF EMPLOYEES

Requisite disclosures in terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of the employees drawing remuneration in excess of the limits prescribed underthe said rules is annexed to this report.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record their appreciation for the dedication and commitment of employees shown at all levels, Franchisees and Business Partners that have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation received from the Central and State Governments including Ministry of Human Resource Development and other stakeholders including Bankers, Financial Institutions, Investors, Service Providers as well as regulatory and government authorities.

For and on behalf of the Board Place: Mumbai Subodh Kumar Date : May 27, 2015 Chairman

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Mar 31, 2013

To The Members of Zee Learn Limited

The Directors take pleasure in presenting the Third Annual Report of the Company together with Audited Financial Statements for the year ended March 31, 2013.

FINANCIAL PERFORMANCE

(Rs.in lacs)

For the year For the year Particulars ended March ended March 31,2013 31, 2012

Revenue from Operations 10,007.76 6,100.29

Other Income 62.32 90.95

Total Income 10,070.07 6,191.24

Total Expenses 10,853.84 8,275.54

Operating Proft/Loss (783.77) (2,084.30)

Less: Finance Cost 564.05 354.75

Less: Depreciation 642.00 302.05

Proft/Loss before Tax (1,989.81) (2,741.10)

Provision for Taxation (Net) 132.54 16.81

Proft/Loss after Tax (2,122.35) (2,757.90)

Balance Carried To Balance Sheet (2,122.35) (2,757.90)

DIVIDEND

In view of losses during the year, your Directors have not recommended any dividend on Equity Shares for the year under review.

BUSINESS OVERVIEW

Performance of your Company during Financial Year 2012-13 is on the back of over 73,000 enrolments in Kidzee, over 14,000 enrolments in Mount Litera Zee Schools, 1,960 enrolments in Zee Institute of Creative Arts (ZICA) and 450 enrolments in Zee Institute of Media Arts (ZIMA). Your Company also added 325 new Kidzee franchisees, 30 new Mount Litera Zee School franchisees, 4 new Company managed Mount Litera Zee Schools during the year under review. In school solution business, your Company changed the business model of BrainCafe Science to make the program more effective and proftable. During the year under review, 95 schools were signed under the new model of BrainCafé Science.

Your Company continues to be the largest chain of pre- schools and one of the fastest growing K-12 school chains in India.

SUBSIDIARY COMPANY

Statement pursuant to Section 212 of the Companies Act, 1956 in respect of the wholly owned subsidiary Digital Ventures Private Limited is attached herewith and forms part of this report.

In accordance with Accounting Standard AS 21 - Consolidated Financial Statements read with Accounting Standard AS 23 - Accounting for Investments in Associates and Accounting Standard AS 27 - Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statements forms part of this Annual Report.

Your Board has decided to avail the general exemption granted by Ministry of Corporate Affairs from complying with Section 212(8) of the Companies Act, 1956 and accordingly the fnancial statements of the wholly owned subsidiary Digital Ventures Private Limited for the fnancial year ended March 31, 2013 is not being attached with this Annual Report. Requisite fnancial highlight of the said subsidiary is annexed to this Report and the audited Annual Accounts and related information of the subsidiary will be made available upon request or for inspection at the registered offce, by any shareholder of the Company.

NON-CONVERTIBLE DEBENTURES & CREDIT RATING

During the year under review, second tranche of 12% Secured Redeemable Non-Convertible Debentures (''SRNCD''s) of Rs50 Crores, listed on Wholesale Debt Market Segment of National Stock Exchange of India Ltd. (NSE), was redeemed as per the terms of issue. As at March 31, 2013, SRNCD''s of Rs 25 Crores are outstanding and listed on Wholesale Debt Market segment of NSE.

Credit Analysis & Research Limited (CARE) has reaffrmed the rating of ''CARE AA (SO)'', assigned to the SRNCD''s issued by the Company and the said rating denotes high degree of safety for timely servicing of debt obligation and carries very low credit risk.

GLOBAL DEPOSITORY RECEIPTS

Pursuant to Members approval at the Extra-ordinary General Meeting held on October 19, 2011, your Company had, subsequent to March 31, 2013, issued 56,17,977 Global Depository Receipts (GDRs) to Overseas investors at an issue price of US$ 3.56 per GDR, representing 5,61,79,770 Equity

Shares of Rs 1 each of the Company (each GDR representing 10 Equity Shares). The allotment of the GDRs and underlying Equity Shares was made at an issue price of Rs 19.50 Per Equity Share, as per the pricing formula prescribed under Clause 5 (4) (D) of the Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Mechanism) Scheme, 1993. The GDRs are listed at the Luxembourg Stock Exchange.

Consequent to said GDR issuance, the paid-up Share Capital of the Company stand increased to Rs 31,91,90,019 comprising of 31,91,90,019 Equity Shares ofRs 1 each.

EMPLOYEES STOCK OPTION SCHEME

Your Company has implemented an Employee Stock Option Scheme called ZLL ESOP-2010, in accordance with Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines) for grant of stock options to its eligible employees. The Remuneration Committee of the Board administers and monitors the Scheme. The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2013 are provided in the Annexure I to this report.

During the year under review, no Stock Options were granted. However, your Company had issued and allotted 2,71,650 Equity Shares upon exercise of equivalent number of Stock Options by the employees at Option price of Rs 26.05 (2,23,900 Shares) and Rs 14.50 ( 47,750 Shares) per share.

The Company has received a Certifcate from the Statutory Auditors, M/s. MGB & Co., Chartered Accountants, confrming that the Scheme has been implemented in accordance with SEBI Guidelines and the resolution passed by the shareholders. The Certifcate shall be placed at the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the Registered Offce of the Company on all working days (except Saturdays) between 2.00 p.m. to. 5.00 p.m., up to the date of ensuing Annual General Meeting.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out in the Listing Agreement with the Stock Exchanges. Report on Corporate Governance as stipulated under the Listing Agreements) with the Stock Exchanges as also the Management Discussions and Analysis Report forms part of the Annual Report.

Certifcate from the Statutory Auditors of the Company M/s MGB & Co., Chartered Accountants, Mumbai, confrming compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements), is annexed to the said Corporate Governance Report.

DIRECTORS

Mr. Sumeet Mehta, Whole-time Director and CEO of the Company resigned with effect from July 25, 2012. Your Board places on record its appreciation for the contributions made by Mr. Sumeet Mehta during his tenure as Whole-time Director of the Company.

Mr. Subodh Kumar, IAS (Retd.) was appointed as an Additional Director, with effect from May 29, 2013. Pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr. Subodh Kumar holds offce up to the conclusion of the ensuing Annual General Meeting of the Company. The Company has received appropriate notice from a Member under Section 257 of the Companies Act, 1956, along with requisite deposit, proposing the candidature of Mr. Subodh Kumar for the offce of Director, liable to retire by rotation. Your Board recommends appointment of Mr. Subodh Kumar as Director of the Company.

As per the provisions of the Companies Act, 1956 read with Article 97 of the Articles of Association, Mr. Surjit Banga, Independent Director, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Brief Profle of the Directors proposed to be appointed / re- appointed at the ensuing Annual General Meeting has been included in the Report on the Corporate Governance forming part of the Annual Report.

In compliance with Section 269 of the Companies Act, 1956, your Board had appointed Mr. Umesh Pradhan, Chief Financial Offcer of the Company as a Manager for a period of three years with effect from April 1, 2013. A proposal seeking Members approval for appointment and payment of remuneration to Mr. Umesh Pradhan as Manager of the Company forms part of the Notice of ensuing Annual General Meeting.

AUDITORS

M/s. MGB & Co., Chartered Accountants, the Statutory Auditors of the Company having frm registration No. 101169W hold offce until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from them to the effect that their re-appointment, if made, would be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualifed for reappointment within the meaning of Section 226 of the said Act.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes that Corporate Social Responsibility (CSR) is about the integration of social, environmental and economic considerations into the decision-making structures and processes of business. It is about using innovation to fnd creative and value-added solutions to societal and environmental challenges. It is about engaging shareholders and other stakeholders and collaborating with them to more effectively manage potential risks and build credibility and trust in society. Ultimately, it is about delivering improved shareholder value, providing enhanced goods and services for customers, building trust and credibility in the society in which the business operates, and becoming more sustainable over the longer term.

As part of its CSR activity, Zee Institute of Creative Arts (ZICA), Zee Learn''s animation institutes, announced the addition of their new block in the Noida center. ZICA has partnered with two NGO''s namely: Prerna Niketan Sangh & Deepalaya to provide free creative course scholarship for the underprivileged students. The scholarship will serve as a gateway for underprivileged students keen to make a career in the exciting and unbounded world of animation.

Through this initiative, ZICA in association with Prerna Niketan Sangh & Deepalaya will provide scholarship up to 100%, applicable to ZICA center in Noida. Prerna Niketan Sangh is registered with Delhi Government and is working for physically challenged children since 1998. Deepalaya is an NGO working on issues affecting the urban and rural poor, with a special focus on children.

The scholarship would be based on frst come – frst serve basis. To be eligible for the creative course scholarship students need to register at the ZICA centre and take a test, called the "Creativity Test". Students will be awarded scholarship based on their performance in this test. Under this scholarship one can choose from an array of creative courses available at ZICA.

PUBLIC DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company is engaged in the business of delivering learning solutions and training to entire spectrum of the society from toddler to teens through its multiple products. Since these activities do not involve any manufacturing activity, most of the information required to be provided under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable.

However the information as applicable are given hereunder:

I. Energy Conservation

Your 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.

II. Technology Absorption

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

III. Foreign Exchange Earning and Outgo

During the year under review, Foreign Exchange Earnings were Nil and the particulars of Foreign Exchange out go is given in Note number 34 of the Notes to Accounts forming part of the Annual Accounts.

PARTICULARS OF EMPLOYEES

During the year under review, no employee, other than Mr. Sumeet Mehta, Whole-time Director of the Company till July 24, 2012, drew remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended. Requisite details of remuneration paid to Mr. Sumeet Mehta is as detailed herein:

Name, Designation & Age Sumeet Mehta, Whole-time

Director, 37

Total Remuneration Rs 77,75,489

Qualifcation MBA (IIM, Ahmedabad)

Total Experience & Date of 14 Years, September 1, 2010 Joining

Previous Employment Zee Entertainment

Enterprises Ltd.

Total remuneration includes Salary, Bonus, Incentive, Allowances, Leave Travel Assistance, Medical Benefts, Gratuity, Company''s contribution to Provident Fund and other perquisites and benefts valued as per the Income Tax Act, 1961.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, in relation to the Annual Financial Statements for the Financial Year 2012-2013, your Directors confrm the following:

a) The Financial Statements comprising of the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss for the year ended on that date have been prepared in the revised format of Schedule VI of the Companies Act, 1956 on a going concern and on the accrual basis and in the preparation of these Financial Statements, applicable accounting standards have been followed and there are no material departures;

b) Accounting policies selected were applied consistently and the judgments and estimates related to the fnancial 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, 2013 and of the loss of the Company for the year ended on that date; and

c) Proper and suffcient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record their appreciation for the dedication and commitment of employees shown at all levels, Franchisees and Business Partners that have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation received from the Central and State Governments including Ministry of Human Resource Development and other stakeholders including Bankers, Financial Institutions, Investors, Service Providers as well as regulatory and government authorities.

For and on behalf of the Board

Place : Mumbai Surjit Banga Himanshu Mody

Date : 29 May, 2013 (Director) (Director)

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Mar 31, 2012

To,The Members of Zee Learn Limited

The Directors take pleasure in presenting the Second Annual Report of the Company together with Audited Statement of Accounts for the year ended March 31, 2012.

FINANCIAL PERFORMANCE

(Amount in Rs.)

Particulars For the year ended For the priod ended March 31, 2012 March 31, 2011

Revenue from Operations 610,029,164 427,477,750

Other Income 9,095,113 9,506,471

Total Income 619,124,277 436,984,221

Total Expenses 827,800,170 402,756,614

Operating Profit /(Loss) (208,675,892) 34,227,607

Less: Finance Cost 35,228,379 1,278,814

Less: Depreciation 30,205,273 7,527,363

Profit /(Loss) before Tax (274,109,545) 25,421,430

Provision for Taxation (Net) 1,680,847 6,900,745

Profit /(Loss) after Tax (275,790,392) 18,520,685

Balance Carried To Balance Sheet (257,269,707) 18,520,685

DIVIDEND

In view of losses during the year, your Directors have not recommended any dividend on Equity Shares for the year under review.

BUSINESS OVERVIEW

Performance of your Company during Financial Year 2011-12 is on the back of over 60,000 enrolments in KidZee, over 7,000 enrolments in Mount Litera Zee Schools, 1,100 enrolments in Zee Institute of Creative Arts (ZICA) and 351 enrolments in Zee Institute of Media Arts (ZIMA). Your Company also added 310 new KidZee centers, 28 new Mount Litera Zee Schools, 4 new ZICA centers into its franchise system during the year under review. Your Company entered the School Solutions segment with Zee Learn School Innovations (ZLSI), which offers Braincafe (earlier Gakken) to schools that want to improve the performance and understanding of their students in Science. During the year under review 370 schools signed up for Braincafe .

Your Company has planned to step into the digital sphere by being capable of catering to the modern and immediate need to serve willing parents and children on an immediate basis with applications for various mobile devices and computers too. On this note, your Company has been in talks with various leading industry player(s) for potential acquisitions and joint ventures.

Your Company's performance during the year makes it the largest chain of preschools in India and one of the fastest growing K-12 school chains for 2 years in a row.

SHARE CAPITAL ACY- VESTING OF UNDERTAKING PURSUANT TO THE SCHEME OF AMALGAMATION

During the year under review, the Authorised Share Capital of the Company was increased with your approval from Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into 15,00,00,000 (Fifteen Crores) Equity Shares of Rs. 1/- (Rupee One only) each to Rs. 30,00,00,000/- (Rupees Thirty Crores only) divided into 30,00,00,000 (Thirty Crores) Equity Shares of Rs. 1/- (Rupee One only) each with a view to facilitate issuance of Equity Shares in accordance with the Scheme of Amalgamation for merger of Essel Entertainment Media Limited (EEML) with the Company.

The Scheme of Amalgamation for merger of EEML with the Company approved by the Members at the Meeting held on March 28, 2011, became effective on June 30, 2011, upon filing of Order dated June 17, 2011 issued by Hon'ble Bombay High Court approving the Scheme of Amalgamation. Consequently, the entire undertaking of EEML along with all its assets and liabilities including its investment in wholly owned subsidiary Digital Ventures Private Limited as on March 31, 2011 (Appointed Date) got vested on the Company and accordingly Digital Ventures Private Limited became wholly owned subsidiary of the Company. In accordance with the said Scheme of Amalgamation, your Company had on July 1, 2011 issued 14,00,00,000 (Fourteen Crores) Equity Shares of Rs. 1/- (Rupee One only) each of the Company for 70,00,00,000 (Seventy Crores) Equity Shares held by the shareholders of EEML i.e. in the ratio of 1 (One) Equity Share of Rs. 1/- (Rupee One only) each of the Company for every 5 (Five) Equity Shares of Rs. 1/- (Rupee One only) each held in EEML.

Further, as per Clause 10.3 of the said Scheme, the Authorised Share Capital of the Company increased from Rs. 30,00,00,000 /- (Rupees Thirty Crores only) divided into 30,00,00,000 (Thirty Crores) Equity Shares of Rs. 1/- (Rupee One only) each to Rs. 100,00,00,000/- (Rupees One Hundred Crores only) divided into 100,00,00,000 (One Hundred Crores) Equity Shares of Rs. 1/- (Rupee One only) each upon combination of Authorised Share Capital of EEML with Authorised Share Capital of the Company.

SUBSIDIARY COMPANY

Consequent upon effectiveness of the Scheme of Amalgamation for merger of Essel Entertainment Media Limited (EEML) with the Company, Digital Ventures Private Limited a wholly owned subsidiary of EEML became the wholly owned subsidiary of the Company with effect from June 30, 2011.

The Ministry of Corporate Affairs, Government of India vide its circular dated February 8, 2011 has granted general exemption to companies from complying with Section 212(8) of the Companies Act, 1956, provided such companies publish the audited consolidated financial statements in the Annual Report. Your Board in its meeting held on March 28, 2012 has decided to avail the said general exemption from applicability of provisions of Section 212 of the Companies Act, 1956 and accordingly, the annual accounts of the subsidiary of the Company for the financial year ended March 31, 2012 are not being attached with the Annual Report of the Company but certain financial highlights of the subsidiary are disclosed in the Annual Report, as part of the Consolidated Financial Statements. The audited Annual Accounts and related information of the subsidiary will be made available upon request or for inspection at the registered office, by any shareholder of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS 21 on Consolidated Financial Statements read with Accounting Standard AS 23 on Accounting for Investments in Associates and Accounting Standard AS 27 on Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

NON-CONVERTIBLE DEBENTURES ACY- CREDIT RATING

Pursuant to the Composite Scheme of Amalgamation and Arrangement between ETC Networks Limited ('ETC'), Zee Entertainment Enterprises Limited ('ZEEL'), Zee Learn Limited ('ZLL or the Company') and their respective Shareholders and Creditors, 500 Nos. of 12 ACU- Secured Redeemable Non-Convertible Debentures (SRNCD's) each of Rs. 10 lacs aggregating to Rs. 50,00,00,000/- (Rupees Fifty Crores only) issued by the erstwhile ETC Networks Ltd, were transferred to and vested in the Company. The said SRNCD's are listed on Wholesale Debt Market Segment of the National Stock Exchange of India Ltd.

During the year, out of these SRNCD's, first tranche of Rs. 12.50 Crores i.e. 125 SRNCD's each of Rs. 10 lacs was redeemed by the Company in January, 2012.

Credit Analysis ACY- Research Limited (CARE) has reaffirmed the rating of 'CARE AA (SO)', assigned to the SRNCD's issued by the Company and the said rating denotes high degree of safety for timely servicing of debt obligation and carries very low credit risk.

EMPLOYEES STOCK OPTION SCHEME

Your Company has implemented an Employee Stock Option Scheme called ZLL ESOP-2010, in accordance with Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines) for grant of stock options to its eligible employees. The Remuneration Committee of the Board administers and monitors the Scheme.

During the year under review, the Remuneration Committee had granted 16,09,700 Stock Options (including 60,000 Stock Options granted to the Non-Executive Independent Directors) convertible into equivalent number of equity shares of Rs. 1/- each of the Company. Applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2012 are annexed herewith and forms part of this report.

As most of Educational Infrastructure Projects of the Company are executed by its Subsidiary, a proposal seeking Member's approval for extending benefits of the ESOP Scheme to the Employees and / or Directors of present and future Subsidiary / Holding Company (ies) of the Company forms part of Notice of ensuing Annual General Meeting of the Company.

The Company has received a Certificate from the Statutory Auditors, M/s. MGB ACY- Co., Chartered Accountants, confirming that the Scheme has been implemented in accordance with SEBI Guidelines and the resolution passed by the shareholders. The Certificate shall be placed at the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the Registered Office of the Company on all working days (except Saturdays) between 2.00 p.m. to. 5.00 p.m., up to the date of ensuing Annual General Meeting.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out in the Listing Agreement with the Stock Exchanges. Report on Corporate Governance as stipulated under the Listing Agreement(s) with the Stock Exchanges as also the Management Discussions and Analysis Report forms part of the Annual Report.

Certificate from the Statutory Auditors of the Company M/s MGB ACY- Co., Chartered Accountants, Mumbai, confirming compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement(s), is annexed to the said Corporate Governance Report.

DIRECTORS

As per the provisions of the Companies Act, 1956 read with Article 97 of the Articles of Association, Mr. Himanshu Mody, one of the first Directors, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Brief Profile of Director proposed to be re-appointed at the ensuing Annual General Meeting has been included in the Report on the Corporate Governance forming part of the Annual Report.

AUDITORS

M/s. MGB ACY- Co., Chartered Accountants, the Statutory Auditors of the Company having firm registration No. 101169W hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from them to the effect that their re-appointment, if made, would be in accordance with the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act..

CORPORATE SOCIAL RESPONSIBILITY

As a responsible citizen, your Company believes that a Business cannot succeed in a society that fails and therefore it is imperative for business houses, to invest in the future by taking part in CSR activities. Being engaged in the education business, CSR activity forms part of every business decision of the Company. As part of CSR activity, the Company through Zee Learn Education Society has been providing School Management Services under Public Private Partnership to the

Schools managed by Gujarat State Tribal Development Residential Educational and Institutional Society under the Eklavya Model Residential School project of Government of Gujarat. Additionally the Company regularly organizes various Education awareness events / programs for the various strata of the Society.

The 'I Care' campaign is part of a national movement led by your Company with the message, 'Let us create a safe and nurturing environment for our children, and an abuse free world for today's children.' As part of this campaign, the employees and associates of the Company tied blue ribbons on individual's wrist and communicated the message on significance of an abuse free environment and held placards reading the messages against child abuse and distributed leaflets on preventive measures against child abuse.

PUBLIC DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company is engaged in the business of delivering learning solutions and training to entire spectrum of the society from toddler to teens through its multiple products. Since these activities do not involve any manufacturing activity, most of the information required to be provided under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable.

However the information as applicable are given hereunder:

I. Energy Conservation

Your 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.

II. Technology Absorption:

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

III. Foreign Exchange Earning and Outgo:

During the year under review, Foreign Exchange Earnings were Nil and the particulars of Foreign Exchange outgo is given in Note Number 35 of the Notes to Accounts forming part of the Annual Accounts.

PARTICULARS OF EMPLOYEES

No Employee, other than Mr. Sumeet Mehta, Whole-time Director of the Company draw remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended. Requisite details of remuneration paid to Mr. Sumeet Mehta (from April 1, 2011 to March 31, 2012), pursuant to the said provisions, is as detailed herein:

Name, Designation ACY- Age Sumeet Mehta, Whole-time Director, 36

Total Remuneration Rs.1,07,64,065

Qualification MBA (IIM, Ahmedabad)

Total Experience ACY- Date of Joining 13 Years, September 1, 2010

Previous Employment Zee Entertainment Enterprises Ltd.

Total remuneration includes Salary, Bonus, Incentive, Allowances, Leave Travel Assistance, Medical Benefits, Gratuity, Company's contribution to Provident Fund and other perquisites and benefits valued as per the Income Tax Act, 1961.

DISCLOSURE PURSUANT TO CLAUSE 5A OF THE LISTING AGREEMENT

As per Clause 5A of the Listing Agreement inserted as per SEBI notification no. SEBI/CFD/DIL/LA/1/2009/24/04 dated April 24, 2009, the details in respect of the shares, which were issued pursuant to the Composite Scheme of Amalgamation and Arrangement and lying in the suspense account till March 31, 2012 is as under:

Description Number of Number of hareholders Equity Shares

Aggregate number of shareholders and the outstanding shares in the suspense 231 44645 account post allotment and issuance on October 14, 2010.

Number of shareholders who approached the - - Company for transfer of shares from suspense account till March 31, 2012.

Number of shareholders to whom shares were - - transferred from the Suspense account till March 31, 2012.

Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2012. 231 44645

The voting rights on the shares outstanding in the suspense account as on March 31, 2012 shall remain frozen till the rightful owner of such shares claims the shares. In compliance with the said requirements, these shares will be transferred into one folio in the name of 'Unclaimed Suspense Account' in due course.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on representations received from the operating management, the Directors hereby confirm that: -

a) in the preparation of the Annual Accounts for the year ended March 31, 2012, the applicable Accounting Standards have been followed and there are no material departures ADs-

b) they have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2012 and the loss of the Company for that period ADs-

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ADs- and

d) they have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record their appreciation for the dedication and commitment of employees shown at all levels, Franchisees and Business Partners that have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation received from the Central and State Governments including Ministry of Human Resource Development and other stakeholders including Bankers, Financial Institutions, Investors, Service Providers as well as regulatory and government authorities.

For and on behalf of the Board

Place : Mumbai Sumeet Mehta Himanshu Mody

Date : May 16, 2012 Whole-time Director Chairman

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Mar 31, 2011

The Directors take pleasure in presenting the First Annual Report of the Company together with Audited Statement of Accounts for the period from January 4, 2010 being the date of incorporation of the Company, up to March 31, 2011.

FINANCIAL PERFORMANCE

(Amount in Rs.) Particulars For the period ended march 31, 2011

Sales & Services 438,981,035

Other Income 10,880,542

Total Income 449,861,577

Total Expenses 415,457,629

Operating Profit 34,403,948

Less: Finance Cost 1,455,155

Less: Depreciation 7,527,362

Profit before tax 25,421,431

Provision for Taxation (Net) 6,900,745

Profit after tax 18,520,686

Balance Carried to Balance Sheet 18,520,686

DIVIDED

With a view to conserve resources for funding any future business requirements and expansion plans, your Directors have not recommended any dividend on Equity Shares for the period under review.

SHARE CAPITAL & VESTING OF EDUCATION BUSINESS UNDERTAKING PURSUANT TO THE SCHEME

During the period under review, the Authorised Share Capital of the Company was sub-divided & increased from Rs. 5,00,000/- (Rupees Five Lacs only) divided into 50,000 (Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into 15,00,00,000 (Fifteen Crores) Equity Shares of Rs. 1/- (Rupee one) each.

Your Company was incorporated as a special purpose vehicle with a view to acquire the Education Business Undertaking demerged from Zee Entertainment Enterprises Limited (ZEEL), pursuant to a Composite Scheme of Amalgamation and Arrangement approved by Honble Bombay High Court vide order passed on July 16, 2010. The said Scheme became effective from August 30, 2010 and consequently all assets and liabilities of Education Business Undertaking of ZEEL as at April 1, 2010 (Appointed Date) were transferred to and vested on the Company with effect from Effective Date. In pursuance of the said Demerger, the Company had allotted and issued 12,22,38,599 (Twelve Crores Twenty Two Lacs Thirty Eight Thousand Five Hundred Ninety Nine) Equity Shares of Rs. 1/- each of the Company to the shareholders of ZEEL, in the ratio of 1 (one) Equity Share of Rs. 1/- each of the Company for every 4 (four) Equity Shares of Rs. 1/- each held in ZEEL. Thereafter the entire issued Equity Shares of the Company were listed and admitted for trading on the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd. with effect from December 20, 2010.

BUSINESS OVERVIEW

During the period under review, your Company earned revenue of Rs. 43.89 crores and Net Profit after tax of Rs. 1.85 crores. This performance is on the back of over 46,500 enrolments in Kidzee, over 3,700 enrolments in Mount Litera Zee Schools, 1,263 enrolments in Zee Institute of Creative Arts (ZICA) and 290 enrolments in Zee Institute of Media Arts (ZIMA). Your Company also added 206 new Kidzees, 33 new Mount Litera Zee Schools and 10 new ZICAs into its franchise system during the period under review. Your Company entered the School Solutions segment with Zee Learn School Innovations (ZLSI), which offers Zee Learn Gakken Science Academies (ZLGSA) to schools that want to improve the performance and understanding of their students in Science. During the period under review 51 schools signed up for ZLGSAs.

Your Companys performance during the period makes it the largest chain of preschools in India and one of the fastest growing K-12 school chains. With ZLGSA, your Company is the only organized Activity Based Learning solutions providers to schools in the country.

MERGER OF ESSEL ENTERTAINMENT MEDIA LIMITED WITH THE COMPANY

The Scheme of Amalgamation for merger of Essel Entertainment Media Limited (EEML) with the Company, approved by the Members at the Court Convened General Meeting held on March 28, 2011, awaits approval of Honble Bombay High Court. As per the said Scheme, EEML shall merge with the Company with effect from March 31, 2011 (Appointed Date). However pending receipt of final approval from Honble Bombay High Court, the effect of the Scheme of Amalgamation is not given in the financial statements for the period ended March 31, 2011. Details of Assets and Liabilities of EEML as at March 31, 2011, which will vest on the Company upon effectiveness of the Scheme of Amalgamation is given in Schedule 17B Note 2B of the Notes to Accounts. Upon approval of Honble Bombay High Court and the Scheme becoming effective, your Company would be required to issue 14,00,00,000 (Fourteen Crores) equity shares of Rs. 1/- each of the Company, to the shareholders of EEML, in ratio of 1 (one) Equity Share of Rs. 1/- each of the Company for every 5 (five) Equity Shares of Rs. 1/- each of EEML.

With a view to facilitate issuance of further Equity Shares in accordance with the Scheme of Amalgamation, your Directors have subject to your approval, approved a proposal for increase in Authorised Share Capital of the Company from Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into 15,00,00,000 (Fifteen Crores) Equity Shares of Rs. 1/- each to Rs. 30,00,00,000/- (Rupees Thirty Crores) divided into 30,00,00,000 (Thirty Crores) Equity Shares of Rs. 1/- each. Requisite proposal seeking Members approval for the proposed increase in the Authorised Share Capital forms part of the Notice of ensuing Annual General Meeting.

CREDIT RATING AND VESTING OF NON-CONVERTIBLE DEBENTURES

Pursuant to the Composite Scheme of Amalgamation and Arrangement, the Non-Convertible Debentures (NCDs) of Rs. 50,00,00,000/- (Rupees Fifty Crores only) issued by the erstwhile ETC Networks Ltd. were transferred and vested on the Company. The said NCDs are listed on Wholesale Debt Market Segment of the National Stock Exchange of India Ltd.

Credit Analysis & Research Limited (CARE) has reaffirmed the rating of CARE AA (SO), assigned to the NCDs issued by the Company. Based on the said rating, the said NCDs are construed to offer high safety for timely servicing of debt obligation and carries very low credit risk.

EMPLOYEED STOCK OPTION SCHEME

As approved by the Members at the Extra-ordinary General Meeting of the Company held on October 13, 2010, your Company has implemented an Employee Stock Option Scheme called ZLL ESOP-2010, in accordance with Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines) for grant of stock options to its eligible employees. The Remuneration Committee of the Board administers and monitors the Scheme.

During the period under review, the Remuneration Committee had pursuant to ZLL ESOP 2010, granted 11,07,000 Stock Options convertible into equivalent number of equity shares of Rs. 1/- each of the Company. The aforesaid grant includes 60,000 Stock Options granted to the Non-Executive Independent Directors of the Company. Applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2011 are annexed herewith and forms part of this report.

The Company has received a Certificate from the Statutory Auditors, M/s. MGB & Co., Chartered Accountants, confirming that the Scheme has been implemented in accordance with SEBI Guidelines and the resolution passed by the shareholders. The Certificate shall be placed at the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the Registered Office of the Company on all working days (except Saturday and Sunday) between 2.00 p.m. to. 5.00 p.m., upto the date of Annual General Meeting.

DIRECTORS

As per Article 84 of the Articles of Association, Mr. Himanshu Mody, Dr. Manish Agarwal and Mr. Sumeet Mehta were appointed as First Directors of the Company with effect from the date of incorporation of the Company i.e. January 4, 2010. Thereafter upon vesting of Education Business Undertaking from Zee Entertainment Enterprises Ltd. pursuant to the Composite Scheme, your Board had approved appointment of Mr. Sumeet Mehta, the Whole-time Director & CEO of the Education Business Undertaking of erstwhile ETC Networks Ltd. as Whole-time Director of the Company for a period of 3 years with effect from September 1, 2010, and Mr. Surjit Banga as an Additional Director of the Company in the capacity of Independent Director with effect from September 1, 2010.

The Shareholders of the Company, at the Extra-ordinary General Meeting held on October 1, 2010 had approved the appointment of Mr. Surjit Banga as a Director and Mr. Sumeet Mehta as a Whole-time Director of the Company.

As per the provisions of the Companies Act, 1956 read with Article 97 of the Articles of Association, Dr. Manish Agarwal, one of the first Directors, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Brief Profile of all Directors including Directors proposed to be appointed/re-appointed at the ensuing Annual General Meeting has been included in the Report on the Corporate Governance forming part of the Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out in the Listing Agreement with the Stock Exchanges. Report on Corporate Governance as stipulated under the Listing Agreement(s) with the Stock Exchanges as also the Management Discussions and Analysis Report forms part of the Annual Report.

Certificate from the Statutory Auditors of the Company M/s. MGB & Co., Chartered Accountants, Mumbai, confirming compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement(s), is annexed to the said Corporate Governance Report.

AUDITORS

M/s. MGB & Co., Chartered Accountants, the First Statutory Auditors of the Company having firm registration No. 101169W hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, will be in accordance with the limits specified under Section 224(1B) of the Companies Act, 1956.

GROUP

Pursuant to the communication received by the Company from the Promoters, the names of the Promoters and entities comprising ‘group for the purpose of Clause 3(1)(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, are disclosed in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible citizen, your Company believes that a Business cannot succeed in a society that fails and therefore it is imperative for business houses, to invest in the future by taking part in CSR activities. Being engaged in the education business, CSR activity forms part of every business decisions of the Company. As a part of CSR activity, the Company through Zee Learn Education Society has been providing School Management Services under Public Private Partnership to the Schools managed by Gujarat State Tribal Development Residential Educational and Institutional Society under the Eklavya Model Residential School project of Government of Gujarat. Additionally, the Company regularly organizes various Education awareness events/programs for the various sections of the Society.

PUBLIC DEPOSITS

During the period under review, your Company has neither accepted nor renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION and FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is engaged in the business of delivering learning solutions and training to entire spectrum of the society from toddler to teens through its multiple products. Since these activities do not involve any manufacturing activity, most of the information required to be provided under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable.

However, the information as applicable are given hereunder:

I. energy Conservation

Your 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.

II. technology absorption

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

III. Foreign exchange earning and Outgo

Particulars of foreign exchange earnings and outgo during the period under review is given in Schedule 17B Note 15(b) of the Notes to Accounts forming part of the Annual Accounts.

PARTICULARS OF EMPLOYEES

No Employee, other than Mr. Sumeet Mehta, Whole-time Director of the Company draw remuneration in excess of limits prescribed under the Companies (Particulars of Employees) Rules, 1975, as amended. Requisite details of remuneration paid to Mr. Sumeet Mehta (during the period from September 1, 2010 to March 31, 2011), pursuant to Section 217(2A) of

the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is as detailed herein:

Name, Designation & Age Sumeet Mehta, Whole-time Director, 35

Total Remuneration Rs. 39,47,880

Qualification MBA (IIM, Ahmedabad)

Total Experience & Date of Joining 12 Years, September 1, 2010

Previous Employment Zee Entertainment Enterprises Ltd.

Total remuneration includes Salary, Bonus, Incentive, Commission, Allowances, Leave Travel Assistance, Medical Benefits, Gratuity, Companys contribution to Provident Fund and other perquisites and benefits valued as per the Income Tax Act, 1961.

DISCLOSURE PURSUANT TO CLAUSE 5A OF THE LISTING AGREEMENT

As per Clause 5A of the Listing Agreement inserted as per SEBI notification no. SEBI/CFD/DIL/LA/1/2009/24/04 dated April 24, 2009, the details in respect of the shares, which were issued pursuant to the Composite Scheme of Amalgamation and Arrangement and lying in the suspense account, is as under:

Description Number of Number of shareholders equity Shares

Aggregate number of shareholders and the outstanding shares in the suspense 231 44,645 account post allotment and issuance on October 14, 2010

Number of shareholders who approached the Company for transfer of shares from - - suspense account till March 31, 2011

Number of shareholders to whom shares were transferred from the suspense - - account till March 31, 2011

Aggregate number of shareholders and the outstanding shares in the suspense 231 44,645 account lying as on March 31, 2011

The voting rights on the shares outstanding in the suspense account as on March 31, 2011 shall remain frozen till the rightful owner of such shares claims the shares. In compliance with the said requirements, these shares will be transferred into one folio in the name of Unclaimed Suspense Account in due course.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on representations received from the operating management, the Directors hereby confirm that:

a) in the preparation of the Annual Accounts for the period ended March 31, 2011, the applicable Accounting Standards have been followed and here are no material departures;

b) they have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the period ended March 31, 2011 and the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) they have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to place on record their appreciation for the dedication and commitment of employees shown at all levels, Franchisees and Business Partners that have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation received from the Central and State Governments including Ministry of Human Resource Development and other stakeholders including Bankers, Financial Institutions, Investors, Service Providers as well as regulatory and government authorities.

For and on behalf of the Board

Sumeet mehta Surjit Banga Whole-time Director Director

Place : Mumbai Date : May 20, 2011