Document Context

Zee Learn Limited (BSE: 533287, NSE: ZEELEARN) submitted this disclosure to the BSE and NSE on October 23, 2026. The document comprises a letter regarding a clerical error in previously filed financial results, the Independent Auditor's Review Report from Ford Rhodes Parks & Co. LLP, and the complete Unaudited Standalone and Consolidated Financial Results for the quarter and half year ended September 30, 2026. The Board of Directors approved these results in a meeting held on October 22, 2026.

Nature of the Disclosure

The primary purpose is to correct an inadvertent clerical error in the disclosure of Earnings Per Share (EPS) figures from the original filing of the Q2 FY27 results. All other particulars in the Financial Results remain unchanged. The document is a regulatory filing pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Financial Figures (Standalone)

Quarter Ended September 30, 2026 (₹ lakhs):

  • Revenue from Operations: 4,871.62
  • Total Income: 5,045.91
  • Total Expenses: 4,328.56
  • Profit Before Tax: 717.35
  • Total Tax Expense: 219.58
  • Net Profit After Tax: 497.77
  • Basic & Diluted EPS (Corrected): ₹0.15

Half Year Ended September 30, 2026 (₹ lakhs):

  • Revenue from Operations: 13,660.48
  • Total Income: 14,025.39
  • Profit Before Tax: 2,987.56
  • Net Profit After Tax: 2,141.12
  • Basic & Diluted EPS (Corrected): ₹0.65

Balance Sheet Highlights as of September 30, 2026 (₹ lakhs):

  • Total Assets: 1,27,503.03
  • Total Equity: 27,620.59
  • Total Liabilities: 99,882.44
  • Other Current Financial Assets (Note 5): 81,464.86
  • Other Financial Liabilities (Note 5): 70,307.01

Auditor's Qualified Conclusion & Material Uncertainties

The auditor, Ford Rhodes Parks & Co. LLP, issued a qualified conclusion on the review report due to several key issues:

1. Corporate Guarantee to ACRE (Originally from Yes Bank/J.C. Flowers):

  • Yes Bank Limited (YBL) invoked corporate guarantees from Zee Learn and its subsidiary DVPL for credit facilities availed by four trusts/entity, demanding ₹44,962.56 lakhs (as of July 31, 2021).
  • YBL assigned this debt to J.C. Flowers Asset Reconstructions Pvt. Ltd., with an outstanding amount of ₹52,254.63 lakhs (as of November 30, 2022).
  • A settlement agreement was signed on August 7, 2023, to settle for ₹28,500 lakhs. This agreement was terminated by J.C. Flowers on October 11, 2024, due to payment delays.
  • The debt was then assigned to Assets Care & Reconstruction Enterprise Ltd. (ACRE) on October 31, 2024, with an outstanding of ₹62,481.28 lakhs (as of October 11, 2024).
  • A Supplemental Facilities Agreement was signed with ACRE on November 15, 2024.
  • During the quarter, ACRE issued Demand cum Corporate Guarantee Invocation notices to Zee Learn and DVPL, demanding ₹66,861.26 lakhs (as of September 15, 2026) and ₹66,968.90 lakhs (as of September 30, 2026).
  • ACRE has also communicated its intent to file for Corporate Insolvency Resolution Process (CIRP) against both companies at the NCLT; the petition is pending admission.
  • The company has recorded a total recoverable amount of ₹81,346.45 lakhs from the four trusts/entity under "Other Current Financial Assets" and believes it is fully recoverable through asset monetization. The auditor could not verify the impairment assessment of this amount.

2. Corporate Guarantee for DVPL's Debt to ACRE (Originally from Axis Bank/TMB):

  • DVPL defaulted on loans from Axis Bank (₹9,162 lakhs) and Tamilnad Mercantile Bank (₹2,299.59 lakhs).
  • Axis Bank assigned its debt (₹13,008 lakhs as of March 20, 2025) to ACRE on March 28, 2025.
  • During the quarter, ACRE invoked this guarantee, demanding ₹14,962.10 lakhs (as of September 15, 2026) and ₹15,018.14 lakhs (as of September 30, 2026) from Zee Learn.
  • ACRE has also communicated its intent to file for CIRP against Zee Learn and DVPL for this debt; the petition is pending admission.
  • The company has not provided for any liability against this guarantee, believing DVPL's debt will be settled via asset monetization. The auditor could not verify this non-recognition.

3. Investment in Subsidiary (DVPL):

  • The company's total investment in and receivables from DVPL stand at ₹56,389.62 lakhs (Equity, Convertible Debentures, Preference shares: ₹45,114.27 lakhs; Loans: ₹11,275.35 lakhs).
  • A cumulative impairment provision of ₹22,277.05 lakhs has been made till September 30, 2026, leaving a net carrying value of ₹34,112.57 lakhs.
  • Given the CIRP threats against DVPL, the auditor could not verify the appropriateness of this net carrying value.

4. Material Uncertainty Relating to Going Concern:

The auditor highlights that the invocation of guarantees totaling ₹81,987.04 lakhs and the pending CIRP petitions indicate a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern.

Management's Response to Going Concern:

The management strongly believes the amounts payable to ACRE will be settled through monetization of assets of DVPL and the four trusts/entity. They also cite a business plan for FY27 showing higher revenue growth, capacity utilization, and profitability, leading to improved cash flows. Consequently, the financial statements have been prepared on a going concern basis.

Other Notes to Financial Results

  • Sale of Subsidiary (Liberium): The Board approved the sale of the entire stake in wholly-owned subsidiary Liberium Global Resources Pvt. Ltd. on July 29, 2026. The sale was completed during the quarter for a consideration of ₹20 lakhs, resulting in a gain of ₹132.63 lakhs, classified as an exceptional item in the consolidated results. Liberium's operations are now presented as discontinued.
  • ESOP Allotment: The company allotted 343,491 equity shares during the quarter pursuant to the exercise of stock options under the ZLL ESOP 2010 scheme.
  • Exceptional Item (Standalone): In FY26, the company wrote back ₹4,057.68 lakhs previously provided as interest on credit facilities from Abu Dhabi Commercial Bank/DCB Bank, based on an expert opinion and the law of limitation, as the bank had issued a No Dues Certificate.
  • MT Educare Limited (MTEL): The note confirms that MTEL, a subsidiary, underwent CIRP and ceased to be a subsidiary from January 1, 2024, following the NCLAT order and the appointment of a Resolution Professional.

Consolidated Results Summary

Quarter Ended September 30, 2026 (₹ lakhs):

  • Revenue from Operations: 5,462.09
  • Loss Before Tax (Continuing Operations): (81.73)
  • Profit Before Tax after Exceptional Items: 50.90
  • Net Loss After Tax (Total): (171.82)
  • Basic & Diluted EPS (Total): (₹0.05)

The consolidated review report contains similar qualifications regarding the corporate guarantees and adds a qualification concerning the lack of a detailed impairment assessment on Investment Property (₹44,188.47 lakhs) and Development Rights (₹7,521.81 lakhs).