Zee Learn Ltd

To the Members,

The Board of Directors of the Company have great pleasure in presenting the 14^th Annual Report of the Company, an overview of the business and operations of the Company together with the Annual Audited Financial Statements for the financial year ended March 31,2024.

1. FINANCIAL HIGHLIGHTS

The highlight of the financial performance of the Company for the year ended March 31,2024 is summarized as follows:

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 business of the Company.

FINANCIAL PERFORMANCE OVERVIEW

ON STANDALONE BASIS

During the year under review, the Company has earned a Total Income of H 26,221.76 Lakhs for the year ended March 31, 2024 as against H 20,535.90 Lakhs in the previous financial year.

The Company has recorded a Profit before tax before exceptional items of H 6,918.62 Lakhs for the year ended March 31,2024 as compared to H 4,016.82 Lakhs in the previous financial year.

The Profit after tax for the year ended March 31, 2024 stood at H 5,000.60 Lakhs as compared to loss after tax of H 35,782.29 Lakhs in the previous financial year.

ON CONSOLIDATED BASIS

During the year under review, the Company has earned a Total Income of H 37,819.91 Lakhs for the year ended March 31, 2024 as against H 34,441.25 Lakhs in the previous financial year.

The Company has recorded a Profit before tax before exceptional item of H 5,252.54 Lakhs for the year ended March 31,2024 as compared to loss of H 3,013.44 Lakhs in the previous financial year.

After considering exceptional item of H 12,394.82 Lakhs, Company's operations during the year resulted in Profit before tax after exceptional items of H 17,647.36 Lakhs as compared to loss of H 45,192.08 Lakhs in the previous financial year. (Refer note 62 of Consolidated Financial Statements) .

The Profit after Tax for the year ended March 31, 2024, stood at H 15,569.39 Lakhs as compared to loss of H 46,158.86 Lakhs in the previous financial year.

3. CAPITAL STRUCTURE & LIQUIDITY

Authorized Share Capital

The Authorized Share Capital of the Company as on March 31,2024 was H 1,00,00,00,000 /- (Rupees Hundred Crore) divided into 1000000000 shares of H 1/- each.

Issued and Paid-Up Capital

The paid-up Equity Share Capital as on March 31, 2024 was H 32,60,92,725/- (Rupees Thirty-Two Crore Sixty Lakhs Ninety-Two Thousand Seven Hundred Twenty Five Only) divided into 326092725 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, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company. During the year the Company has not allotted any 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 2024-25 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 2024-25 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 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, 24,03,322 Stock Options were granted on August 21, 2023 and 70,000 Stock Options were granted on February 14, 2024.

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 3.83 and H 7.70 per option respectively.

The exercise price is the closing market price of the equity shares of the Company as on August 18, 2023, on BSE Limited and February 13, 2024, on National Stock Exchange India Limited respectively.

Since the options have been granted at the market price, 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 31,2024, 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)

STEP DOWN SUBSIDIARIES

During the financial year 2023-24 the Company had following seven step-down subsidiaries (subsidiaries of MT Educare Limited). MT Educare Limited has ceased to be a subsidiary and the following companies have ceased to be step down subsidiaries of the Company with effect from January 1, 2024. (Refer Note no. 58 of Standalone Financial Statements)

• MT Education Services Private Limited

• Lakshya Forrum For Competitions Private Limited

• Chitale's Personalised Learning Private Limited

• Sri Gayatri Educational Services Private Limited

• Robomate Edu Tech Private Limited

• Letspaper Technologies Private Limited

• Labh Ventures India Private Limited

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. The consolidated financial statements are prepared taking into consideration the cessation of MT Educare Limited as a subsidiary of the Company with effect from January 1,2024.

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 (https://zeelearn.com/wp-content/ 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, 2024, 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 31,2024. 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, NonExecutive 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 Director Non- Independent Director and Four (4) Independent Directors, including One (1) Independent Woman Director as on March 31,2024.

During the year under review, the following changes in composition of the Board of Directors took place:

• The Members of the Company had vide resolution passed by Postal Ballot on June 19, 2023 approved the appointment of Mr. Manish Rastogi as a Director, liable to retire by rotation and also his appointment as Whole-time Director for a period of 5 years w.e.f. March 22, 2023.

• Mr. Karunn Kandoi was re-appointed for a second term of his Independent Directorship with effect from March 4, 2024 for a period of 5 years, by the Members of the Company at the Annual General Meeting held on September 27, 2023.

No change took place after the closure of financial year in the composition of the Board of Directors.

Mr. Manish Rastogi, Whole-time Director and Chief Executive Officer of the Company shall be liable to retire by rotation at the 14^th 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 SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015 ('Listing Regulations') 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 Regulations 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 31,2024, 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 4 (Four) times during the financial year 2023-24, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening period between any two 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, 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 www.zeelearn.com.

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, 2024 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) have been appointed as the Statutory Auditors of the

Company at the Tenth Annual General Meeting of the Company for a period of five years till the conclusion of the AGM to be held for the financial year 2024-25, with the approval of the Members in the Annual General Meeting of the Company.

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, 2024 forms the 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.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company had appointed M/s Vaibhav P Joshi & Associates, Cost Accountants (Firm Registration No. 101329) for conduct of audit of the cost records of the Company for the financial year 2024-25.

As required under the Companies Act, 2013, a resolution seeking member's approval for remuneration payable to the Cost Auditor forms part of the Notice convening the 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 had appointed M P Sanghavi & Associates LLP to undertake the Secretarial Audit of the Company for the financial year 2023-24. The report issued by the Secretarial Auditor is annexed as "Annexure D" and forms part of the Board's Report.

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), 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.

The said report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

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.

Annual Secretarial Compliance Report

In compliance with the 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 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly issued by Mrs. Mita Sanghavi, Partner of M P Sanghavi & Associates LLP has been submitted to the Stock Exchanges within the prescribed timelines

The said report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

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 objects 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 Mrs. Mita Sanghavi, Partner of 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 2023-24, 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 or accepted 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 for the financial year 2016-17 aggregating to H 38,236/- on which dividends were 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.7eelearn.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, 2024. 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 2023-24, the Executive Director of the Company did not receive any remuneration or commission from Company's subsidiary Company.

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.

During the year under review the Company 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, 2024 can be accessed on the Company's website at https://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 the Company and Digital Ventures Private Limited were informed by Yes Bank Limited that it had assigned and transferred the said credit facilities (refer note 57 of Standalone Financial Statements) to J.C. Flowers 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 JCF 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 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).

In order to repay the above settlement amount, the Board of Directors of the Company has approved raising for debt, which is being evaluated.

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. The said petition against the Company and DVPL before the Hon'ble NCLT are sub-judice.

MT Educare Limited was admitted to Corporate Insolvency Resolution Process by an order passed by the Hon'ble NCLT dated December 16, 2022 and by the said order appointed Mr. Ashwin Bhavanji Shah as the Interim Resolution Professional (IRP).

Mr. Vipin Choudhry (Director; MT Educare Limited) had challenged the order of Hon'ble NCLT dated December 16, 2022, admitting MT Educare Limited into CIRP, the said petition was dismissed by the Hon'ble NCLAT vide an order dated August 18, 2023. The stay on the formation of the COC imposed by the Hon'ble NCLAT vide order dated January 6, 2023 was lifted by said order and the COC was formed on August 21,2023.

Mr. Arihant Nenawati was subsequently appointed as Resolution Professional by an order of the Hon'ble NCLT dated January 22, 2024 replacing the erstwhile Interim Resolution Professional Ashwin Bhavanji Shah. Further 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).

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 material changes or commitments affecting the financial position between the end of the financial year and the date of the report.

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-best 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 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with the statement showing names and other particulars of top 10 employees including employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report in "Annexure E".

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 ('the Act'), 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, 2024 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, 2024, 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.