Zee Learn FY26 Results with Qualified Audit Opinion

Key Approvals and Decisions

Approved Audited Financial Results (standalone and consolidated) for quarter and financial year ended March 31, 2026
Approved appointment of Bhuta Shah & Co. LLP as Internal Auditor for financial year 2026-27
Approved draft Postal Ballot Notice for seeking member approval to regularize Ms. Nanette D'sa as Additional Director under Section 161(1) of Companies Act, 2013
Board meeting commenced at 5:15 PM and concluded at 8:50 PM on May 22, 2026

Financial Results Overview

Standalone Financials (₹ in lakhs)

Total Income: ₹32,304.23 for FY26
Total Expenses: ₹24,433.46 for FY26
Profit before tax after exceptional items: ₹11,928.45 for FY26
Net Profit after tax: ₹9,056.69 for FY26
Earnings per share: ₹2.77 (Basic and Diluted)
Total Assets: ₹129,041.11 as of March 31, 2026
Total Liabilities: ₹103,655.70 as of March 31, 2026
Net Worth: ₹25,385.41 as of March 31, 2026

Consolidated Financials (₹ in lakhs)

Total Income: ₹45,749.08 for FY26
Total Expenses: ₹41,896.53 for FY26
Profit before tax after exceptional items: ₹6,778.23 for FY26
Net Profit after tax: ₹3,852.55 for FY26
Earnings per share: ₹1.18 (Basic), ₹1.17 (Diluted)
Total Assets: ₹159,281.35 as of March 31, 2026
Total Liabilities: ₹135,778.56 as of March 31, 2026
Net Worth: ₹23,502.79 as of March 31, 2026

Auditor's Qualified Opinion

Ford Rhodes Parks & Co. LLP issued a qualified opinion on both standalone and consolidated financial results citing three main issues:

Qualification 1: Corporate Guarantee to Four Trusts/Entity (Third recurrence)

Yes Bank Limited had invoked corporate guarantees issued by Company and DVPL for credit facilities availed by four trusts/entity during COVID-19 pandemic
Original amount: ₹44,962.56 lakhs (including interest up to July 31, 2021)
Assigned to J.C. Flowers Asset Reconstructions Private Limited with outstanding ₹52,254.63 lakhs as of November 30, 2022
NCLT admitted application under Section 7 of IBC on February 10, 2023, but NCLAT set aside the order on February 16, 2023
Settlement agreement dated August 7, 2023 with J.C. Flowers for ₹28,500 lakhs, but terminated on October 11, 2024 due to payment delays
Credit facilities assigned to Assets Care & Reconstruction Enterprise Limited (ACRE) on October 31, 2024 with outstanding ₹62,481.28 lakhs as of October 11, 2024
Supplemental Facilities Agreement dated November 15, 2024 with ACRE
Outstanding payable to ACRE: ₹66,284.63 lakhs (including interest, net of payments) as of March 31, 2026
Amount recoverable from four trusts/entity: ₹77,607.18 lakhs (including interest, including payments made to ACRE and J.C. Flowers) as of March 31, 2026, disclosed under "other current financial assets"
Company has not carried out impairment assessment as required by Ind AS 109

Qualification 2: Investments in DVPL (Fifth recurrence)

Investments in wholly owned subsidiary DVPL: ₹56,513.57 lakhs (Equity, Convertible Debentures, Preference shares including redemption premium: ₹45,136.52 lakhs; loans and receivables: ₹11,377.05 lakhs) as of March 31, 2026
Provided ₹22,067.05 lakhs towards impairment till March 31, 2025
Additional provision of ₹140 lakhs during FY26
Net carrying value: ₹34,306.52 lakhs as of March 31, 2026
No assessment of impairment/recoverability despite DVPL's default on loans and CIRP proceedings

Qualification 3: Corporate Guarantees for DVPL Loans (Fifth recurrence)

DVPL defaulted on loans from Axis Bank Limited (₹9,162 lakhs as of June 30, 2021) and Tamilnad Mercantile Bank Limited (₹2,299.59 lakhs as of June 30, 2021, ₹3,546.71 lakhs as of March 31, 2026)
Axis Bank assigned credit facility to ACRE on March 28, 2025: ₹13,008 lakhs outstanding as of March 20, 2025 (₹14,409.33 lakhs as of March 31, 2026)
CIRP against DVPL admitted by NCLT on November 19, 2024, but NCLAT directed no further steps on December 2, 2024
CIRP withdrawal approved by NCLT on December 19, 2025
Company has not provided for any liability against corporate guarantee obligations

Material Uncertainty Relating to Going Concern

Company and DVPL received notices from three lenders for invocation of corporate guarantees, with two initiating CIRP proceedings. Despite termination of settlement agreement and assignment to ACRE, management believes amounts payable to ACRE will be settled through monetization of assets of DVPL and four trusts/entity. Company has secured new business opportunities and has business plan showing higher growth, resulting in preparation on going concern basis.

Exceptional Items

Written back ₹4,057.68 lakhs relating to credit facilities from Abu Dhabi Commercial Bank/DCB Bank due to no dues certificate and legal opinion
Differential interest expense of ₹353.13 lakhs payable to Tamilnad Mercantile Bank

Internal Auditor Appointment

Bhuta Shah & Co. LLP appointed as Internal Auditor for FY2026-27. The firm is a full-service professional firm with nearly four decades of experience, operating through nine offices across major Indian cities.

Segment Information

Business segments include Educational Services and related activities, Construction and Leasing (for education), Training, Manpower and related activities. Entire business is considered as single geographic segment.

Subsidiary Updates

MT Educare Limited ceased to be subsidiary w.e.f. January 1, 2024 due to CIRP proceedings
Academia Edificio Private Limited not carrying out business operations, application made for striking off name

Cash Flow Highlights

Standalone (₹ in lakhs)

Cash flow from operating activities: ₹10,521.08
Cash flow used in investing activities: ₹(1,186.81)
Cash flow used in financing activities: ₹(6,093.71)
Net cash flow during year: ₹3,240.56
Cash and cash equivalents at end: ₹5,438.84

Consolidated (₹ in lakhs)

Cash flow from operating activities: ₹10,781.03
Cash flow used in investing activities: ₹(583.37)
Cash flow used in financing activities: ₹(7,138.29)
Net cash flow during year: ₹3,059.37
Cash and cash equivalents at end: ₹5,663.23