To the Members,
The Board of Directors of the Company has great pleasure in presenting
the Fifteenth (15th) 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 March 31, 2025 |
Year ended March 31, 2024 |
Year ended March 31, 2025 |
Year ended 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. 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 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 15th 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.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 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 (10th)
Annual General Meeting (AGM) of the Company for a period of five years till the conclusion
of the Fifteenth (15th) 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 (15th)
Annual General Meeting till the conclusion of the Twentieth (20th) 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.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, 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 |
|