Date: May 29, 2026

KMP / Board / Auditor Changes

Appointment of Ms. Nanette D'sa

  • Name: Ms. Nanette D'sa (DIN: 05261531)
  • Designation: Non-Executive, Non-Independent Director
  • Type of Change: Appointment as a Director liable to retire by rotation.
  • Effective Date: Her appointment by the board was effective from April 2, 2026, subject to shareholder approval.
  • Profile/Reason: The appointment is based on the recommendation of the Nomination & Remuneration Committee and the approval of the Board of Directors. Her deep understanding of the business and proven leadership are cited as providing significant strategic value.
  • Previous Tenure: Ms. D'sa was initially appointed as an Independent Director for a term of three years from March 31, 2020, to March 30, 2023. She was re-appointed for a second term from March 30, 2023, to March 30, 2026. Her tenure as an Independent Director concluded on March 30, 2026.
  • Remuneration: She shall be entitled to sitting fees for attending meetings of the Board/Board Committee, profit-related commission, and reimbursement of travel and conveyance expenses.
  • Relationship with other directors: The document states she is not related to any other Directors/Managers/Key Managerial Personnel of the Company.

Board Meeting Outcomes

The Board of Directors, via a resolution passed through circulation on April 2, 2026, approved the appointment of Ms. Nanette D'sa as an Additional Director in the category of Non-Executive Non-Independent Director, subject to shareholder approval.

Other Operational / Legal / Strategic Disclosures

Postal Ballot Process

  • The company is seeking shareholder approval for the director appointment via a postal ballot conducted through remote e-voting only.
  • The e-voting service provider is National Securities Depository Limited (NSDL).
  • The Scrutinizer appointed for the process is CS. Mita Sanghavi (FCS No.: 7205/ CP No: 6364), Designated Partner of M P Sanghavi & Associates LLP, Company Secretaries (FRN: L2020MH00700).
  • Voting Period: Starts on Saturday, May 30, 2026, at 9:00 a.m. IST and ends on Sunday, June 28, 2026, at 5:00 p.m. IST.
  • Cut-off Date: Friday, May 22, 2026. Only members registered as of this date are eligible to vote.
  • Result Declaration: The result of the voting will be announced on or before Tuesday, June 30, 2026, and will be intimated to the stock exchanges (BSE and NSE) and displayed on the company's website.

Annexure A - Director Details

Profile of Ms. Nanette D'sa

  • DIN: 05261531
  • Qualification: MBA, International EDP Certification
  • Experience: Approximately three decades of experience in Academics, Business, Marketing, Branding, Franchising, and Licensing. Has held leadership roles in the education sector and with international brands like Disney, Mattel, and Star TV.
  • Other Directorships in India:
  • MT Educare Limited (Listed)
  • Vikram Kamats Hospitality Limited (Listed)
  • Vitizen Hotels Limited
  • Committee Memberships:
  • Vikram Kamats Hospitality Limited: Chairperson of Audit Committee, Member of Stakeholder Relationship Committee.
  • MT Educare Limited: Member of Audit Committee, Member of Stakeholder Relationship Committee.
  • Shareholding in Zee Learn: Nil
  • Pecuniary Relationship: Has no pecuniary relationship with the company except for receiving sitting fees and commission.
  • Board Meeting Attendance (FY 2025-26): Attended 9 out of 10 meetings she was entitled to attend.
  • Remuneration Last Drawn (as Independent Director): ₹5,40,000 (towards commission based on profits and sitting fees).