ZEE LEARN LIMITED

Date: September 5, 2023

To, BSE Limited National Stock Exchange of India Limited Corporate Relationship Department, Exchange Plaza, Phiroze Jeejeebhoy Towers, Block G, C-1, Bandra-Kurla Complex, Dalal Street, Fort, Bandra (East), Mumbai-400 001 Mumbai-400 051

BSE Scrip Code: 533287 NSE Symbol: ZEELEARN

Sub: Notice of 13[th] Annual General Meeting of the Company for the financial year 2022-23 pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir/ Ma’am,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) 2015, please find herewith enclosed, Notice along with Explanatory Statement of the 13[th] Annual General Meeting of Zee Learn Limited scheduled to be held on Wednesday, September 27, 2023 at 03:00 p.m. (IST) through Video Conferencing/ Other Audio Visual Means (VC/OAVM) in accordance with the relevant circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI). The said Notice forms part of the Annual Report 2022-23.

The AGM Notice is also available on the website of the Company at www.zeelearn.com.

You are requested to take the aforesaid information on your records.

Thanking you.

Yours faithfully,

For ZEE LEARN LIMITED

ANIL Digitally signed by ANIL RAMBHUPRASAD RAMBHUPRA GUPTA Date: 2023.09.05 SAD GUPTA 20:27:58 +05'30'

ANIL GUPTA COMPANY SECRETARY & COMPLIANCE OFFICER

==> picture [47 x 48] intentionally omitted <==

CIN: L80301MH2010PLC198405 Registered Office: Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai-400 018 Email Id: [email protected] | Website: www.zeelearn.com

NOTICE

NOTICE is hereby given that the Thirteenth (13[th] ) Annual General Meeting of the Members of Zee Learn Limited (CIN: L80301MH2010PLC198405) will be held on Wednesday, September 27, 2023 at 3:00 P.M. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) facility to transact the following businesses:

ORDINARY BUSINESS:

1. Adoption of Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2023.

To receive, consider and adopt

a. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2023, including the Audited Balance sheet as on March 31, 2023, Statement of Profit & Loss and Cash Flow Statement for the year ended as on that date together with the Reports of the Board of Directors and Auditors thereon.
b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, including the Audited Balance Sheet as on March 31, 2023, Statement of Profit & Loss and Cash Flow Statement for the year ended as on that date together with the Reports of the Auditors thereon.

2. Retirement of Director by rotation and re-appointment thereof

To appoint a Director in place of Mr. Surender Singh (DIN: 08206770) who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

3. Payment of Remuneration to M/s. Vaibhav P. Joshi., Cost Accountants (Firm Registration No. 101734), the Cost Auditors of the Company for the Financial Year 2023-24.

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) thereto or re-enactment thereof, for the time being in force), the members hereby ratify and confirm the remuneration of Rs. 55,000/- (Rupees Fifty-Five Thousand only) plus applicable taxes and reimbursement of out of pocket expenses payable to M/s. Vaibhav P. Joshi,

Cost Accountants (Firm Registration No. 101329) for conduct of audit of the cost records of the Company for the financial year ending March 31, 2024 as recommended by the Audit Committee and approved by the Board of Directors;

RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee thereof) and / or Company Secretary of the Company, be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

4. To re-appoint Mr. Karunn Kandoi as the Independent Director of the Company.

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (‘Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for time being in force), consent and approval of the members of the Company be and is hereby accorded for re-appointment of Mr. Karunn Kandoi (DIN: 01344843), as an Independent Director of the Company, not liable to retire by rotation, for a second term of 5 years commencing from March 04, 2024 until March 03, 2029.

For and on behalf of the Board of Directors ZEE LEARN LIMITED Date: August 10, 2023 ANIL GUPTA Place: Mumbai COMPANY SECRETARY

Registered Office:

Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai – 400 018 CIN: L80301MH2010PLC198405 E-mail: [email protected]

002

NOTES

In compliance with General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021 and 10/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”) and the provisions of the Companies Act, 2013 (“the Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the 13[th] Annual General Meeting (“AGM”) of the Company is being held through VC / OAVM without the physical presence of Members at a common venue. The deemed venue for the 13[th] AGM will be the Registered Office of the Company – Zee Learn Limited, 135, Continental Building, Dr Annie Besant Rd, Worli, Mumbai, Maharashtra 400018.
The Explanatory Statement pursuant to Section 102 of the Act setting out material facts concerning the Special Business under Item No. 4 of the Notice is annexed hereto. The relevant details, pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), in respect of Directors seeking appointment/reappointment at this Annual General Meeting is annexed.
Since this AGM is being held through VC / OAVM pursuant to the MCA Circulars, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for this AGM. Hence, proxy form, attendance slip and route map are not annexed to this Notice. However, Institutional Investors and Corporate Members are entitled to appoint authorised representatives to attend this AGM through VC / OAVM, participate thereat, and cast their votes through e-voting.
The Members can join the AGM in the VC/OAVM mode 30 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
In line with the General Circular Nos. 20/2020 dated May 05, 2020 and No. 02/2021 dated January 13, 2021, and the relevant circulars issued by SEBI, the Notice of this AGM

along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories/ RTA. For the physical copy of Annual Report, the Members may send requests to the Company’s dedicated investor email-id: [email protected]. The Notice of 13[th] Annual General Meeting and Annual Report for FY 2022-23 is also available on the Company’s website - www. zeelearn.com, websites of the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL https://www.evoting.nsdl.com.

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING AGM ARE AS UNDER: -

The remote e-voting period begins on Sunday, September 24, 2023 at 09.00 A.M (IST) and ends on Tuesday, September 26, 2023 at 05.00 P.M. (IST) . The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Wednesday, September 20, 2023 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Wednesday, September 20, 2023.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with

003

Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

==> picture [480 x 27] intentionally omitted <==

----- Start of picture text -----

Type of
Login Method
shareholders
----- End of picture text -----

Individual	1. ExistingIDeASuser can visit the e-Services website ofNSDLViz. https://eservices.nsdl.com either on a Personal
Shareholders	Computer or on a mobile. On the e-Services home page click on the“Beneficial Owner”icon under “Login”
holding	which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password.
securities in	After successful authentication, you will be able to see e-Voting services under Value added services. Click on
demat mode	“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company
with NSDL.	name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for
	casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl. com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “ Login ” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/ OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Shareholders/Members can also download NSDL Mobile App “NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Shareholders Option will be made available to reach e-Voting page without any further authentication. The users to login holding Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System securities in Myeasi Tab and then user your existing my easi username & password. demat mode 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies

with CDSL where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia. com and click on login & New System Myeasi Tab and then click on registration option.
Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

004

Type of Login Method shareholders Individual You can also login using the login credentials of your demat account through your Depository Participant Shareholders registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on (holding e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein securities you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be in demat redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual mode) login meeting & voting during the meeting. through their depository participants

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

==> picture [481 x 16] intentionally omitted <==

----- Start of picture text -----

Login type Helpdesk details
----- End of picture text -----

Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 22 55 33

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below :

==> picture [463 x 27] intentionally omitted <==

----- Start of picture text -----

Manner of holding shares i.e.
Your User ID is:
Demat (NSDL or CDSL) or Physical
----- End of picture text -----

a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

005

Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
- (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
- (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting. nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.
Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders:

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting. nsdl.com to reset the password.
Now, you will have to click on “Login” button.

006

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www. evoting.nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499 7000 or send a request at [email protected] or or Contact Ms. Megha Malviya from NSDL at the designated email Ids: [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected]
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected] If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER: -

The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “ Join General meeting ” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
Members are encouraged to join the Meeting through Laptops for better experience.
Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/ ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 2 days prior to meeting mentioning their name, demat account number / folio number, email id, mobile number at investor_ [email protected] or [email protected]. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance prior to meeting mentioning their name, demat account number / folio number, email id, mobile number investor_relations@ zeelearn.com or [email protected]. These queries will be replied to by the company suitably by email.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

007

Annexure to Notice

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. 3

The Board, based on the recommendation of the Audit Committee, has approved the re-appointment of M/s. Vaibhav P. Joshi, Cost Accountants (Firm Registration No. 101329) to conduct the audit of the cost records of the Company relating to its Education Services for the financial year ending March 31, 2024 at a remuneration of Rs. 55,000/- (Rupees Fifty-Five Thousand) plus applicable taxes and reimbursement of out of pocket expenses.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be ratified by the shareholders of the Company.

Accordingly, consent of the members is sought for passing an ordinary resolution as set out at Item No. 3 of the Notice for ratification of the remuneration payable to the Cost Auditor for the Financial Year ending March 31, 2024.

Your Board recommends the ordinary resolution as set out in Item No. 3 for approval of Members.

None of the Directors and /or Key Managerial Personnel of the Company or their relatives is in any way concerned or interested in this ordinary resolution set out in Item no. 3.

Item No. 4

The Board of Directors had appointed Mr. Karunn Kandoi as an Additional Director of the Company through Resolution by Circulation by the Board passed on March 03, 2021 and to hold office till the next Annual General Meeting. Further, the Members through Annual General Meeting had appointed Mr. Karunn Kandoi as an Independent Director to hold office for a term of 3 years w.e.f. March 03, 2021. Accordingly, the tenure of Mr. Karunn Kandoi, as an Independent Director is due for expiry on March 03, 2024.

Board of a Company, but shall be eligible for reappointment for a further period of five consecutive years on passing of a special resolution by the Shareholders of the Company and disclosure of such appointment in the Board's report., the Independent Directors shall be appointed by the Board of Directors of the Company, based on the nomination received from Nomination and Remuneration Committee of the Company, constituted by the Board, in accordance with Applicable Law and the Independent Director(s) to be so appointed shall be persons of high standing, good repute and widely acknowledged as experts in their respective field, which the Board deems beneficial to the Company.

The Company has received the consent from Mr. Karunn Kandoi to act as the Director in the prescribed Form under Section 152(5) of the Act and Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 along with the declaration on criteria of Independence as per Section 149(6) of the Act, and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). After taking into account the performance evaluation during his first term of three years and considering the knowledge, acumen, expertise and experience in respective fields and the substantial contribution made by Mr. Karunn Kandoi during his tenure as an Independent Director since his appointment, the Nomination and Remuneration Committee had on August 10, 2023 approved re-appointment of Mr. Karunn Kandoi for a second term of five years with effect from March 4, 2024 to the Board of Director for their approval. The Board of Directors had at its meeting held on August 10, 2023 approved the proposal for reappointment of Mr. Karunn Kandoi as an Independent Director for a second term of five consecutive years with effect from March 4, 2024, subject to shareholders approval .

The Board recommends the Resolution for approval of the Members as a Special Resolution as set out in the item no. 4 of the Notice.

In terms of provisions of section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee of the Company shall recommend to the Board of the Directors, the appointment/ reappointment of a Director. In terms of provisions of section 149(10) of the Companies Act, 2013, an Independent Director shall hold office for a term up to five consecutive years on the

Except Mr. Karunn Kandoi, being the appointee, no other Director or Key Managerial Personnel of the respective relatives is/are concerned or interested, financially or otherwise, in the said Resolution.

008

Annexure to the Notice dated September 27, 2023

Details of Directors seeking appointment/re-appointment at the 13[th] AGM to be held on September 27, 2023.

(Pursuant to Regulation 36(3) and 26(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meeting)

The profile and specific areas of expertise of Mr. Surender Singh is provided as below:

==> picture [497 x 16] intentionally omitted <==

----- Start of picture text -----

Name of Director Mr. Surender Singh
----- End of picture text -----

DIN	08206770
Age	67
Date of First Appointment on the Board	July 31, 2020
Qualification	-BA (Hons) in Political Science -MA in History
Experience and Expertise	Mr. Surender Singh is a retired IPS with experience in all matters pertaining to Security management including cyber security and forensic; risk analysis; data analysis; intelligence; security audit; protection of intellectual property and people/asset management. Apart from the education qualification mentioned above and after graduating from the National Police Academy, Hyderabad, Mr. Singh had attended many courses / development programs including inter alia Course of Indian Revenue Services – Income Tax, Basic Course at Civil Defence and Fire Service, Management Development Program at Indian Institute of Public Administration, Overseas Command Course at Wakefield, UK; Major Case Management Course at Washington DC under the aegis of Federal Bureau of Investigation (FBI) etc. Mr. Surender Singh had an illustrious career of over three decades in Indian Police Services (IPS), including inter alia as

	Mr. Surender Singh had an illustrious career of over three decades in Indian Police Services (IPS), including inter alia as
	• Head/ Joint Director/ Additional Director/ Special Director of Intelligence Bureau; • First Secretary (Consular) in the High Commission of India at Dhaka- Bangladesh; • Director General of CISF etc. During his professional career, Mr. Singh was awarded India Police Medal for Meritorious Service(2001)and President’s Police Medal for Distinguished Service(2007).
No. of Equity shares held in the Company	Nil
Terms and Conditions of Appointment/Re-appointment	Appointment as Non- Executive Non Independent Director of the Company, liable to retire byrotation
Last drawn Remuneration	NA
Remunerationproposed to bepaid	NA
Number of Board Meeting attended during the financialyear 2022-23	Please refer Corporate Governance Report
Directorship held in other public companies (excluding Private and Section 8 Companies) as on March 31, 2023	MT Educare Limited Zee Media Corporation Limited
Membership/Chairmanship held in committees of other public companies (excluding Private and Section 8 Companies) as on March 31, 2023	Nil
Relationship with any other Directors / Key Managerial Personnel	None

009

The profile and specific areas of expertise of Mr. Karunn Kandoi is provided as below:

==> picture [497 x 16] intentionally omitted <==

----- Start of picture text -----

Name of Director Karunn Kandoi
----- End of picture text -----

DIN	01344843
Effective date of re-appointment	04/03/2024
Qualification	He is skilled in creating and expanding businesses, Operations Management, Management, driving growth for technology led products, Leadership, and Marketing. Karunn Kandoi is a B.E. from Bangalore Institute of Technology and an MBA from the Universityof Washington, specialized in Product Management & Marketing.
Experience and Expertise	Mr. Karunn Kandoi, heads business operations and is Executive Director for the ApplyBoard- India, a recent UniCorn, since August 2020. Before this, Karunn Kandoi has worked with Extramarks Education India Private Limited as Whole Time Director & President Global Business. Prior to joining Extramarks, he founded Shree Eduserve Private Limited. He is an EdTech Professional with over 20 years of experience and has a demonstrated historyof workingin the education industry.
No. of Equity Shares held	Nil
Directorships Held in Indian Public Companies as on date of Notice	MT EDUCARE LTD
Relationship with any other Director inter-se	None

Date: August 10, 2023 Place: Mumbai

For and on behalf of the Board of Directors ZEE LEARN LIMITED ANIL GUPTA COMPANY SECRETARY

Registered Office: Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai – 400 018 CIN: L80301MH2010PLC198405 E-mail: [email protected]

AI assistant

ZEE LEARN LIMITED AGM Information 2023

61688_rns_2023-09-05_3c01152d-b14f-49e5-bbd1-ba06507adf01.pdf

Date: September 5, 2023

BSE Scrip Code: 533287 NSE Symbol: ZEELEARN

Sub: Notice of 13[th] Annual General Meeting of the Company for the financial year 2022-23 pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

For ZEE LEARN LIMITED