Zee Learn Ltd (ZEELEARN)

Consumer Services · Computer Education · NSE · Updated 2 September 2026

By StockFin Research Team • AI-Assisted Analysis • Source: BSE/NSE Filings

₹7.46 ↓ 19.09% (1Y)

🎯 Key Takeaways

Zee Learn is in a critical restructuring phase, transitioning from a struggling education services provider to a leaner, focused entity following the planned exit from its loss-making subsidiary Liberium. The company is navigating significant financial headwinds, including a qualified audit opinion, material uncertainties around going concern due to insolvency proceedings at Digital Ventures, and unresolved contingent liabilities tied to terminated settlements.
Revenue declined 41.4% QoQ to ₹93 in Q1FY27.
⚠️ Material uncertainties in the audit report raise serious questions about the company's ability to continue as a going concern due to unresolved insolv

Market Cap

₹244

P/E Ratio

4.3

P/B Ratio

1.25

ROE

23.0%

ROCE

21.8%

Debt/Equity

1.81

Promoter

15.0%

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📖 The Story

Zee Learn is in a critical restructuring phase, transitioning from a struggling education services provider to a leaner, focused entity following the planned exit from its loss-making subsidiary Liberium. The company is navigating significant financial headwinds, including a qualified audit opinion, material uncertainties around going concern due to insolvency proceedings at Digital Ventures, and unresolved contingent liabilities tied to terminated settlements. Despite a strong historical ROE and ROCE, current profitability is under pressure, with recent quarterly results showing volatility and reliance on non-core asset disposals for strategic clarity.

📰 What's Happening

In Q3 FY26, the board approved the unaudited results and the proposed sale of its 100% stake in Liberium Global Resources to Creantum Security Solutions for ₹20 lakh, contingent on shareholder approval via a special resolution to be voted on between July 31 and August 29, 2026. The transaction, involving 1,000 equity shares of ₹10 face value, is part of a broader effort to streamline operations and exit a subsidiary with negative net worth of ₹109.10 lakh and declining profitability. Management emphasized that the divestment is necessary to focus on core education businesses and mitigate ongoing financial drag. Shareholders must approve the sale under SEBI norms, requiring a 75% majority. Completion is expected within three months of approval. The move follows a qualified audit highlighting material uncertainties, including insolvency proceedings at DVPL, potential liabilities from corporate guarantees, and unprovisioned contingent claims from four trusts linked to a terminated ACRE and J.C. Flowers settlement.

Source: Stock Announcements

📊 Quarterly Results (₹ Cr)

Metric	Sep 2025	Dec 2025	Mar 2026	Jun 2026
Revenue	74	80	159	93
Operating Profit	2	-2	41	21
OPM %	2.1%	-2.2%	25.8%	22.5%
Net Profit	-6	-3	45	8
EPS	₹-0.19	₹-0.08	₹1.66	₹0.33

Recent quarterly performance reveals significant volatility, with revenue peaking at ₹159 crore in Mar 2026 before declining to ₹93 crore in Jun 2026, while operating profitability fluctuated between a 25.8% margin in Mar 2026 and a -2.2% margin in Dec 2025. Net profit swung from a high of ₹45 crore to a loss of ₹3 crore over the same period, reflecting operational instability. Despite this, the company reported a strong operating cash flow of ₹83 crore in Mar 2025, suggesting underlying cash generation despite earnings volatility. The financial trajectory is being shaped by management’s focus on restructuring, with profitability expected to stabilize post-Liberium exit and amid ongoing asset monetization efforts to address working capital pressures and contingent liabilities.

🔮 Management Outlook & What's Next

Management has not provided formal forward guidance on revenue or profitability in the latest filings, but has consistently emphasized the importance of completing the Liberium divestment to restore operational focus and address going concern concerns. They continue to assert that liabilities tied to the terminated ACRE and J.C. Flowers settlement are recoverable through asset monetization, though no impairment has been recognized under Ind AS 109. The company remains on a going concern basis but acknowledges the need to secure alternative business opportunities amid client disruptions at Liberium due to new labor laws. Management’s actions suggest a prioritization of balance sheet cleanup and strategic simplification over growth initiatives.

Extracted from official company announcements. Not StockFin.ai's opinion.

🏦 Balance Sheet (₹ Cr)

Item	Mar 2025	Mar 2025	Mar 2026	Mar 2026
Equity Capital	33	33	33	33
Reserves	150	163	159	202
Borrowings	372	355	421	379
Total Liabilities	1,438	1,509	1,524	1,593
Fixed Assets	528	126	513	497
Investments	0	495	6	6
Total Assets	1,438	1,509	1,524	1,593

The balance sheet shows a stable equity base of ₹33 crore with reserves fluctuating slightly, while borrowings have increased marginally from ₹355 crore to ₹421 crore over the past year, indicating modest leverage growth. Total assets rose to ₹1,593 crore as of Mar 2026 from ₹1,509 crore a year earlier, suggesting asset base expansion despite operational challenges. The company maintains a high debt-to-equity ratio of 1.81, reflecting significant reliance on debt financing, which raises concerns about financial flexibility amid ongoing insolvency proceedings and contingent liabilities. There is no evidence of aggressive deleveraging or capital reduction, suggesting capital allocation remains focused on servicing existing obligations rather than growth investments.

💰 Cash Flow Statement (₹ Cr)

Item	Mar 2025
Operating	+83
Investing	-13
Financing	-63
Net Cash Flow	+7

👥 Shareholding Pattern

Category	Q2FY26	Q3FY26	Q4FY26	Q1FY27
Promoters	15.0%	15.0%	15.0%	15.0%
FII	6.6%	6.4%	6.4%	6.5%
DII	0.0%	0.2%	0.2%	0.3%
Public	48.3%	48.6%	49.5%	52.4%
# Shareholders	1,61,318	1,58,348	1,56,021	1,54,521

Promoter holding has remained relatively stable around 15% over the past four quarters, indicating limited strategic involvement or confidence from the founding family. Institutional ownership (FII) has declined slightly from 6.57% in Q2FY26 to 6.38% in Q4FY26, while DII holdings remain negligible at 0.22% to 0.3%. The number of public shareholders has increased slightly, but overall shareholding concentration remains low, with retail dominating at over 50%. There are no signs of institutional accumulation, and the modest decline in FII participation may reflect ongoing concerns about governance, audit qualifications, and financial uncertainty. No insider selling or significant promoter pledges were disclosed in recent filings.

⚖️ Peer Comparison — Computer Education

Company	MCap (₹ Cr)	P/E	ROCE	ROE	D/E
NIITMTS	3,175	12.4	28.3%	21.1%	0.06
NIITLTD	1,385	151.3	1.5%	0.9%	0.00
APTECHT	533	21.8	10.6%	6.8%	0.00
ZEELEARN	244	4.3	21.8%	23.0%	1.81
COMPUSOFT	106	36.3	4.5%	2.1%	0.21
526709	79	88.4	3.8%	3.8%	0.00
517063	76	—	-6.6%	-7.3%	0.01
531840	37	—	-6.1%	-8.4%	0.06
UMESLTD	13	36.0	2.8%	2.7%	0.05
EDUCOMP	11	—	45.7%	14.9%	-0.86

🔗 Peer Stock Analyses

NIITMTS NIITLTD APTECHT COMPUSOFT 526709

⚠️ Risk Factors

1. Material uncertainties in the audit report raise serious questions about the company's ability to continue as a going concern due to unresolved insolvency at DVPL and potential liabilities from corporate guarantees. 2. The company faces contingent liabilities from four trusts linked to a terminated settlement with ACRE and J.C. Flowers, with no provision made and no clear recovery path disclosed. 3. Operational instability is evident from volatile quarterly profitability, including negative operating margins and net losses in recent quarters, despite strong historical margins. 4. The successful completion of the Liberium divestment is critical but contingent on shareholder approval and regulatory timelines, with no guarantee of timely exit or favorable terms.

📋 Recent Filings

🧠 Analyst's Read

Zee Learn is undergoing a pivotal transformation marked by financial fragility, audit complications, and strategic divestments. The company's future hinges on the successful exit from Liberium and resolution of ongoing legal and financial uncertainties. Investors should monitor shareholder approval of the subsidiary sale, developments in DVPL insolvency proceedings, and any updates on contingent liability resolutions. The path to sustainable profitability remains unclear, and near-term volatility is likely.

Based on filing content and financial data. Not a recommendation.

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Data sourced from stock announcements. Analysis generated by StockFin.ai.
For informational purposes only — not investment advice. Updated 2026-09-02.

Editorial & Data Transparency Notice

This analysis was programmatically compiled using StockFin AI utilizing official regulatory disclosures from the BSE and NSE. Content is automatically synthesized and audited against public financial filings. StockFin.ai is an educational research platform and is NOT a SEBI-registered investment advisor or research analyst.

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