Key Resolution Details
The company has issued a postal ballot notice seeking shareholder approval through a special resolution for:
- Disposal of 1,000 equity shares of ₹10 each (100% stake) in Liberium Global Resources Private Limited
- Ceding control over Liberium Global Resources Private Limited, a Material Subsidiary
- Transaction with Creantum Security Solutions Private Limited for a consideration of ₹20,00,000 (Twenty Lakhs)
Voting Schedule
- E-voting starts: Friday, July 31, 2026, at 9:00 a.m. IST
- E-voting ends: Saturday, August 29, 2026, at 5:00 p.m. IST
- Results declaration: On or before Monday, August 31, 2026
Financial Rationale for Divestment
Liberium Global Resources Private Limited is a wholly-owned material subsidiary with the following financial performance:
Five-Year Financial Performance (₹ in Lakhs):
| Particulars | FY 2025-26 | FY 2024-25 | FY 2023-24 | FY 2022-23 | FY 2021-22 |
| Revenue from Operations | 10,490 | 8,809 | 5,568 | 6,614 | 6,601 |
| Profit/(loss) before tax | 200 | 128 | (104) | 106 | 226 |
| PBT % | 2% | 1% | -2% | 2% | 3% |
| PAT | (809) | 115 | (175) | 60 | 129 |
| PAT % | -8% | 1% | -3% | 1% | 2% |
Current Financial Position (as of June 30, 2026):
- Total Assets: ₹954.68 lakh
- Total Liabilities: ₹1,063.78 lakh
- Net Worth: Negative ₹109.10 lakh
Valuation Assessment
An independent valuation was conducted by Mr. Bhavesh M. Rathod (ICAI RVO Membership No. ICAIRVO/06/RV-P00113/2018-19) using Net Asset Value methodology. The valuation determined that no positive intrinsic value is attributable to Liberium's equity shares as of June 30, 2026.
Strategic Rationale
The divestment is part of Zee Learn's strategic restructuring to:
- Enhance focus on core preschool, K-12 and allied education operations
- Rationalize group structure by exiting non-core business
- Optimize allocation of financial and managerial resources
- Reduce administrative, operational and compliance resources
- Realize commercial value of Liberium as a running corporate entity
Transaction Details
| Particulars | Details |
| Subsidiary | Liberium Global Resources Private Limited |
| Transaction Type | Sale/transfer of 100% shareholding |
| Shares to Transfer | 1,000 equity shares of ₹10 each |
| Buyer | Creantum Security Solutions Private Limited |
| Consideration | ₹20,00,000 |
| Basis of Valuation | Valuation report/negotiated |
| Expected Completion | Within 3 months from shareholder approval |
Regulatory Requirements
The transaction requires approval under:
- Regulation 24(5) of SEBI (LODR) Regulations, 2015 (material subsidiary disposal)
- Section 180(1)(a) of Companies Act, 2013 (sale of subsidiary)
Related Party Status
The buyer, Creantum Security Solutions Private Limited, is neither a related party of the company nor related to any promoters/promoter group of the company.
Scrutinizer Appointment
The Board has appointed CS. Mita Sanghavi (FCS No.: 7205/ CP No: 6364) of M P Sanghavi & Associates LLP as Scrutinizer for the e-voting process.
Voting Process
The company has engaged National Securities Depository Limited (NSDL) for providing remote e-voting facility. The notice is being sent electronically to all members whose email addresses are registered as of the cut-off date of July 29, 2026.
Document Availability
The postal ballot notice is available on the company's website (www.zeelearn.com), stock exchange websites (BSE and NSE), and NSDL's e-voting website (www.evoting.nsdl.com).
Financial Impact
The transaction will result in cessation of subsidiary status and control over Liberium Global Resources Private Limited. The consideration of ₹20 lakhs represents the negotiated commercial value for the running corporate entity.