Zee Learn533287Quarterly results

Board approves Q2 results, completes Liberium stake sale; auditor flags going-concern uncertainty

Board approved unaudited standalone and consolidated results for the quarter and half year ended September 30, 2026, with the auditors' Limited Review Report.

By ScoutQuest · Fri 23 Oct 2026, 9:51 AM IST · 3 min read

Consolidated · ₹ lakh · EPS in ₹
Line item	Latest	Year ago	YoY	Prev qtr	QoQ
Revenue from operations	5,462.09	4,471.04	+22.2%	9,331.64	−41.5%
Total income	5,814.23	4,950.75	+17.4%	9,725.24	−40.2%
Profit before tax	50.90	(645.83)	—	1,689.65	−97%
Profit after tax	(171.82)	(614.08)	+72%	841.66	—
Total comprehensive income	(68.74)	(613.06)	+88.8%	820.82	—
Basic EPS	0.11	(0.19)	—	0.26	−57.7%

Total Income (Consolidated, Lakhs): Latest 5,814.23; Year ago 4,950.75 (+17.4%); Prev qtr 9,725.24 (-40.2%)
Profit After Tax (Consolidated, Lakhs): Latest (171.82); Year ago (614.08) (+72%); Prev qtr 841.66
PAT YoY Change: +72%
Period: 30 September 2026 (Unaudited)

Also decided at the meeting

Board noted completion of sale of the Company's entire shareholding in Liberium Global Resources Private Limited (consideration Rs. 20 lakhs); LGRPL ceased to be a subsidiary.
Board noted superannuation of Mr. Manish Rastogi, CEO & Whole-time Director, who will retire from his position on November 8, 2026.

Auditor's review

Conclusion: Qualified

Qualified: no Ind AS 109 impairment assessment of Rs. 81,346.45 lakhs recoverable from four trusts/entity under invoked corporate guarantees; auditor unable to comment on adjustments.
Qualified: no Ind AS 36 impairment assessment of investment property buildings (Rs. 44,188.47 lakhs) and development rights (Rs. 7,521.81 lakhs) as at 30 September 2026.
Material uncertainty related to going concern: ACRE demands of Rs. 81,823.36 lakhs and CIRP updates against the Company and DVPL pending admission before NCLT.
Other matter: one subsidiary (shown as discontinued operations) reviewed by other auditor; quarter revenue Rs. 54.35 lakhs, net loss Rs. 3.36 lakhs.

Notes to the results

Exceptional items of Rs. 132.63 lakhs recognised in the quarter (refer notes 7 and 10).
Liberium Global Resources Private Limited presented as discontinued operations; quarter loss from discontinued operations after tax (3.14) lakhs.
ACRE invoked corporate guarantees demanding Rs. 66,861.26 lakhs and Rs. 14,962.10 lakhs; CIRP applications against the Company and DVPL pending admission before NCLT.
Company allotted 343,491 equity shares of Rs. 1 each under ZLL ESOP 2010-Amended 2015 during the quarter.

Beyond the numbers: what the board decided

Approved the un-audited financial results for the quarter and half year ended September 30, 2026, on both standalone and consolidated basis, along with the Limited Review Report issued by Ford Rhodes Parks & Co. LLP, Chartered Accountants.
Noted the completion of the sale of the company's entire shareholding in Liberium Global Resources Private Limited (LGRPL); LGRPL has ceased to be a subsidiary of the company.
Noted the superannuation of Mr. Manish Rastogi, Chief Executive Officer & Whole-time Director, on his attaining the age of superannuation under the terms of his appointment and the company's retirement policy. He retires from his position on November 8, 2026.

Auditor's conclusion: qualified, with a going-concern flag

The review report on the standalone results carries a qualified conclusion: except for the effects or possible effects of the matters set out, nothing came to the auditor's attention suggesting a material misstatement. Those matters fall into three groups, and the auditor separately records a material uncertainty relating to going concern.

The guarantee dispute, in short

Corporate guarantees given by the company and its subsidiary Digital Ventures Private Limited (DVPL) were invoked by Yes Bank for credit facilities availed by four trusts/entities.
A 2023 settlement with J.C. Flowers was terminated in October 2024, and the outstanding credit facilities were assigned to Assets Care & Reconstruction Enterprise Limited (ACRE).
During the quarter, ACRE issued demand-cum-corporate-guarantee invocation notices. The company and DVPL have also received communication from ACRE about CIRP updates before the NCLT, which are pending admission.

What those numbers are

The amount ACRE has called upon the company and DVPL to pay: Rs. 81,987.04 lakhs as on 30 September 2026.
The company has not provided for any liability against these corporate guarantee obligations. The auditor states that, absent sufficient and appropriate evidence supporting management's view, it cannot comment on the adjustments required.
On the asset side, the amount recoverable from the four trusts/entities is carried at Rs. 81,346.45 lakhs as on 30 September 2026. Management considers it good and recoverable; the auditor notes that no assessment of impairment of this recoverable amount was carried out.

DVPL exposure

DVPL had defaulted on loans from Axis Bank and Tamilnad Mercantile Bank, and the corporate guarantees given on its behalf were invoked on the company.
Net investments and receivables from DVPL stand at Rs. 34,112.57 lakhs as on 30 September 2026, which management considers good and recoverable.
The auditor says it cannot comment on the appropriateness of the carrying value of these investments and the recoverability of these receivables.

Going concern

In the auditor's view these conditions indicate a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern; the conclusion is not modified in respect of this matter. The company's position: amounts payable to ACRE are expected to be settled through steps including monetisation of DVPL's assets along with the four trusts/entities, and its business plan for the current financial year, approved by the board, shows higher revenue growth, higher capacity utilisation and a better product mix leading to improved profitability and operating cash flows. On that basis the statement has been prepared on a going concern basis.

Standalone results snapshot (₹ in lakhs)

Revenue from operations, quarter ended September 30, 2026: 1,871.62
Profit after tax, quarter: 497.77
Revenue from operations, half year ended September 30, 2026: 13,660.48
Profit after tax, half year: 2,141.12
Basic earnings per share, quarter: 0.15

What a retail reader can take away

The board decisions themselves are routine: results, a completed subsidiary exit and a leadership retirement. The part that carries weight is the auditor's language, a qualified conclusion plus a going-concern uncertainty, both tied to corporate guarantees the company has not provided for. Management's expectation of recovery and of settlement through asset monetisation is what these accounts rest on.

5,814.23 (₹ in lakhs)Total income, latest quarter

Total income, year-ago quarter4,950.75 (₹ in lakhs)

Total comprehensive income, quarter820.82 (₹ in lakhs)

Profit before tax, latest quarter50.90 (₹ in lakhs)

Total income, latest quarter 5,814.23 (₹ in lakhs): Total income, year-ago quarter 4,950.75 (₹ in lakhs), Total comprehensive income, quarter 820.82 (₹ in lakhs), Profit before tax, latest quarter 50.90 (₹ in lakhs).

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