ZEE LEARN LIMITED — AGM Information 2025

Sep 26, 2025

September 26, 2025

To, BSE Limited The 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: Summary of the proceedings of the 15[th] Annual General Meeting of the Company pursuant to compliance under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir/Ma’am,

This is to inform you that the 15[th] Annual General Meeting (AGM) of the Company was held today i.e. Friday, September 26, 2025, at 3:00 p.m. through Video Conferencing (VC)/Other Audio Visual Means (OAVM) in accordance with the relevant circular(s) issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India for transacting the business(es) as mentioned in the Notice dated August 12, 2025, convening the AGM.

In this regard, please find enclosed the Summary of the proceedings of the 15[th] AGM pursuant to Regulation 30 and Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The meeting concluded at 04:42 p.m. (IST) (including time allowed for e-voting at the AGM).

We request you to kindly take the same on record.

Thanking you,

Yours faithfully, For ZEE LEARN LIMITED

ANIL Digitally signed by ANIL RAMBHUPRASA RAMBHUPRASAD GUPTA Date: 2025.09.26 D GUPTA 18:29:51 +05'30'

ANIL GUPTA COMPANY SECRETARY & COMPLIANCE OFFICER

Encl: as above

Summary of proceedings of the 15[th] Annual General Meeting of Zee Learn Limited

The 15[th] Annual General Meeting (AGM) of the Members of Zee Learn Limited was held on Friday, September 26, 2025, at 03:00 p.m. (IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM) in compliance with the General Circulars issued by the Ministry of Corporate Affairs (MCA) and Circulars issued by the Securities Exchange and Board of India and as per the applicable provisions of the Companies Act, 2013, and the Rules made thereunder.

Chairperson: Mr. Surender Singh joined the meeting from Noida.

The following Directors were present:

Sr. No.	Name	Designation	Location(Attended through VC from)
1.	Mr. Manish Rastogi	Whole-time Director & Chief Executive Officer	Registered Office of the Company
2.	Mr. Dattatraya Kelkar	Independent Director	Pune
3.	Ms. Nanette D’sa	Independent Director	Dubai
4.	Mr. Karunn Kandoi	Independent Director	Ahmedabad
5.	Mr. ParagAgarawal	Independent Director	Noida

In attendance:

Sr. No.	Name	Designation	Location(Attended through VC from)
1.	Mr. Anil Gupta	CompanySecretary	Registered Office of the Company.
2.	Mr. Anish Shah	Chief Financial Officer	Registered Office of the Company.

The representatives of the Statutory Auditor and Secretarial Auditor were also present through VC from their respective locations.

Members attending the Meeting: 108 Members attended the meeting virtually. In terms of the circulars issued by MCA and SEBI, the requirement of appointing proxies was not applicable.

Quorum: The requisite quorum as required under Section 103 of the Companies Act, 2013 was present.

Commencement: Mr. Anil Gupta; Company Secretary, welcomed the Members of the Company.

He then introduced Mr. Surender Singh as the Chairperson of the Meeting and requested to commence the proceedings of the Meeting.

Mr. Surender Singh delivered a welcome note for the Members and after ascertaining the Quorum of the Meeting was present, he welcomed the Directors on the Board of the Company.

Thereafter, Mr. Surender Singh delivered the Chairperson's speech to the Members. Further with the permission of the Members, the Chairperson stated that the Notice of the 15[th] Annual

General Meeting and the Board's Report along with annexures were taken as read. The Auditors' Report, which contained observations and the Managements reply to the same formed part of the Board’s Report, and along with it the Secretarial Audit Report were taken as read.

Thereafter, the speaker Shareholders were invited to ask their questions and give their opinions and suggestions, if any. Thereafter Mr. Manish Rastogi; Whole-time Director and Chief Executive Officer of the Company took a moment to address our Members, sharing some thoughtful words.

Further Mr. Anish Shah, Chief Financial Officer of the Company, addressed the questions, opinions and suggestions of the speaker Members.

Further Mr. Anil Gupta, Company Secretary, communicated that, if the Members have any further queries, they can write to the Company Secretary, and he shall ensure that the Members’ queries are answered.

The following resolutions as set out in the Notice convening the AGM were put to vote by Remote e-voting and e-voting during the meeting:

Ordinary Business

1. Adoption of Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025.

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

To re-appoint Mr. Surender Singh (DIN: 08206770), as Director of the Company, liable to retire by rotation, and being eligible, offers himself for re-appointment.

1. To re-appoint Ford Rhodes Parks & Co LLP; Chartered Accountants (ICAI Firm Registration no. 102860W/ W100089) as the Statutory Auditor of the Company and fix their remuneration.

Special Business

1. Payment of Remuneration to M/s. Vaibhav P. Joshi., Cost Accountants (Firm Registration No. 101329), the Cost Auditors of the Company for the Financial Year 2025-26.

2. To appoint M P Sanghavi & Associates LLP; Company Secretaries (Firm Registration No. L2020MH007000) as the Secretarial Auditors of the Company.

3. To approve payment of commission to Non-Executive Directors (including Independent Directors) of the Company.

4. To appoint Mr. Parag Agarawal (DIN: 10652558) as Independent Director of the Company.

The Company Secretary informed the Members that the remote e-voting period commenced on September 23, 2025, at 9:00 a.m. (IST) and ended on September 25, 2025, at 5:00 p.m. (IST). It was further informed to the members that the e-voting window shall remain open for another 15 minutes after the conclusion of AGM.

M P Sanghavi & Associates LLP, Company Secretaries was appointed as the Scrutinizer to scrutinize the votes cast through remote e-voting and e-voting at the AGM and submit a consolidated report thereon. The Consolidated Scrutinizer's Report in prescribed format along with the details of the voting results (remote e-voting & e-voting at the AGM) on all the resolutions as set out in the Notice of AGM, pursuant to Regulation 44 of the SEBI (LODR) Regulations, 2015, will be submitted to the Stock Exchanges within prescribed timelines.

The Chairperson authorized the Company Secretary to receive the Scrutinizer's Report & related documents, declare the result and submit the same to the Stock Exchanges within the prescribed timelines.

These reports will also be uploaded on the website of the Company i.e www.zeelearn.com and on the website of National Depository Services Limited.

A vote of thanks was delivered by the Chairperson to the Members for attending and participating in the AGM. The meeting concluded at 4:42 p.m. (IST) (including time allowed for e-voting at the AGM).

Yours faithfully, For ZEE LEARN LIMITED

ANIL Digitally signed by ANIL RAMBHUPRASA RAMBHUPRASAD GUPTA Date: 2025.09.26 D GUPTA 18:30:14 +05'30'

ANIL GUPTA COMPANY SECRETARY & COMPLIANCE OFFICER