cl educate ltd Directors report

Dear Member(s),

The Board of Directors of your Company takes pleasure in presenting the 26th (Twenty-sixth) Boards Report on the business and operations of CL Educate Limited (hereinafter referred to as the "Company" or "Career Launcher" or CL") together with the Companys Audited Standalone & Consolidated Financial Statements and the Independent Auditors Report thereon for the Financial Year ended March 31, 2022.

1. Financial Summary and Highlights

(Rs.in Lacs)

S.No. Particulars	Standalone (Merged)		Consolidated
	FY 2021	FY 2022	FY 2021	FY 2022
I Revenue from operations	17,366	19,553	18,231	20,746
II Other income	1,106	932	960	870
III Total income	18,472	20,485	19,191	21,616
IV Expenses
a) Cost of materials consumed	28	-	269	477
b) Purchases of stock-in-trade	1,050	1,394	19	24
c) Changes in inventories of finished goods and work-in-progress	(50)	(88)	31	(61)
d) Employee benefits expense	3,097	3,395	3,964	3,721
e) Service delivery expenses	8,813	9,984	8,796	10,594
f) Sales & Marketing Expenses	837	1,277	874	1,303
V Other expenses	5,021	2,216	5,314	2,638
Total Operating Expenses	18,795	18,178	19,267	18,697
g) EBITDA	(323)	2,306	(77)	2,920
h) Finance costs	555	345	563	352
VI Depreciation and amortisation expense	768	752	835	807
VII Total Expenses Profit/(loss) before share of profit/(loss) of equity accounted	20,119	19,275	20,665	19,856
VIII investees and tax	(1,647)	1,209	(1,475)	1,760
IX Share of loss of equity accounted investees	-	-	(5)	(38)
X Profit/(loss) before tax (from continuing operations)	(1,647)	1,209	(1,480)	1,723
XI Tax Expenses	(182)	281	(203)	343
XII Profit/(loss) for the year (from continuing operations)	(1,465)	928	(1,277)	1,380
XIII Profit/ (loss) for the year (discontinued operations)	-	-	16	(1)
XIV Profit/(loss) for the year	(1,465)	928	(1,260)	1,379
XV Other Comprehensive Income	16	23	44	79
XVI Total Comprehensive Income	(1,449)	951	(1,216)	1,458
XVII Earnings Per Equity Share
- Basic	(5.17)	3.28	(4.51)	4.87
- Diluted	(5.17)	3.28	(4.51)	4.87

2. Review of Market, Business and Operations

An in-depth analysis of markets in which CL operates, along with its businesses, is a part of the Management, Discussion & Analysis section.

3. Segment Reporting & Operational Overview

Pursuant to the NCLT order dated February 07, 2022, five (5) wholly owned subsidiaries namely Career Launcher Education, Infrastructure & Services Limited ("CLEIS"), CL Media Private Limited (CLM), Kestone Integrated Marketing Services Private Limited (KIMS), G K Publications Private Limited (GKP), and Accendere Knowledge Management Services Private Limited ("AKMS") were merged into the parent entity – CL Educate Limited.

As a result, the financials prepared for March 31, 2022, were prepared for the newly merged entity. The financials were also prepared on a consolidated basis encompassing the remaining non-merged entities/associates.

Standalone (Merged)

Of the Total revenue for the year ended March 31, 2022, on a standalone (merged) basis 95% of the Revenue came from Operations while the remaining 5% revenue came from Other Income.

The business-wise segmentation is done by the company on a consolidated level.

In terms of geographical spread, the company has branch offices in India, UAE, Singapore, Mauritius & the US.

Revenue distribution by geographical segment (in %)

Consolidated:

Of the Total revenue for the year ended March 31, 2022, on a consolidated basis 96% of the Revenue came from Operations while 4% remaining revenue came from Other Income

The company has identified 2 reportable business segments as primary segments:

I. EdTech:

Under the EdTech segment it further serves various products which can be broadly categorized into:

• Test Preparation

• Platform Monetization

• Content Monetization

As a part of its test preparation offerings, Career Launcher offers various products through its Digital & Business Partner channels of distribution. The offerings consist of: a. Aptitude products for entrance exams like – CAT, CLAT, AILET, GRE, GMAT, Bank, SSC, etc b. Knowledge Products for entrance exams like – JEE, NEET, GATE, AIIMS, CUET, etc.

Under its Platform Monetization, it offers various educational institutions an array of offerings, such as: a. Integrated solutions to educational institutions & universities across India b. Student Recruitment Services c. Research & Incubation Services

As a part of its Content Monetization offerings, CL under the brand name GK Publications distributes titles under 3 categories: a. Technical (comprising titles for GATE, technical vacancies in Central Public Works Department, etc.) b. Non-technical (comprising titles for CAT, Bank/SSC examinations, Civil Services examination, CUET etc.) c. School Business (comprising titles relevant for students preparing for their Board exams)

II. MarTech

For the MarTech segment, under the brand name Kestone, the company offers the following services to corporates: a. Experiential Marketing & Event Management Solutions b. Digital &MarComm services c. Customized Engagement Programs (CEP) d. Transitioning Businesses into the Metaverse e. Strategic Business Solutions

III. Others

Other business segments include Vocational Training, wherein no new business is being taken by the company, and our discontinued K-12 operations.

Segment Revenue on a Consolidated Basis:

Our Revenue from Operations grew by 14% to Rs. 20,746 Lacs in FY 22 from Rs. 18,231 Lacs in FY21. The increase in revenue from operations is attributable to the following factors:

The EdTech Segment grew by 21% to Rs. 12,933 Lacs in FY22 from Rs. 10,669 Lacs in FY21. This was mainly due to: a. Reopening of Centers leading to higher revenue in the Test Preparation space of the EdTech Business. The Test preparation business grew by 13%.

b. Reopening of Retailers, Distributors and Shops leading to a return of normalcy in our publishing space of the EdTech segment.

c. Reopening up colleges & institutions leading to higher revenue in the platform monetization business. The platform monetization business grew by 8%.

2. The MarTech business grew by 3% to Rs. 7,813 Lacs in FY22 from Rs. 7,562 Lacs in FY21. This was mainly due to COVID impact which was still prevalent in the Event industry for large portions of FY22. Along with this, the timing of the merger order wasnt favourable for the MarTech business, since the company had to re-register with the Tax authorities and clients under the merged entity name which slowed the process of billing in the month of Mar-22. As a result, the segment had additional unbilled revenue of Rs.Rs. 600 Lacs as compared with the previous year.

Despite the delays due to the merger order, the international business for the MarTech Segment grew by almost 50% YoY.

In terms of geographical spread, the company has branch offices in India, UAE, Singapore, Mauritius & the US.

Revenue distribution by geographical segment (in %)

4. Change in the nature of business, if any

There was no change in the nature of business of the Company during the year under review.

5. Scheme of Amalgamation

During the year under review, the Scheme of Amalgamation of 5 wholly owned subsidiary Companies of the Company - Career Launcher Education Infrastructure and Services Limited (CLEIS), CL Media Private Limited (CLM), Accendere Knowledge Management Services Private Limited (AKMS), G.K. Publications Private Limited (GKP) and Kestone Integrated Marketing Services Private Limited (Kestone) with the Company was sanctioned by the Honble NCLT Chandigarh, vide its Order dated February 07, 2022, with effect from the Appointed Date April 01, 2019.

6. Details of Subsidiaries/Joint Ventures/Associate Companies as on the date of this Report

As on date, consequent to the Merger becoming effective, CL Educate Limited has 7 (Seven) Subsidiaries (including 2 (Two) Indirect Subsidiaries) and 1 (One) Associate Company to carry on its business activities of imparting education and training programmes, publishing, digital marketing, providing research related services to Institutions and Universities etc. A brief profile of our subsidiaries and associate companies is given hereunder:

i. Career Launcher Infrastructure Private Limited (CLIP):

With the Merger becoming effective, CLIP, which was a wholly owned subsidiary of CLEIS and a step-down subsidiary of the Company, became a direct wholly owned subsidiary of the Company. CLIP was incorporated on February 20, 2008. CLIPs lines of business include providing infrastructure facilities for K-12 schools, printing and publishing of education content in the form of books, tests, analyses, etc. and printing competitive books and Test Preparation materia.

The total income of CLIP increased by 42.1% to Rs. 1,477.94 Lacs in FY 2022 from Rs. 1,040.11 Lacs in FY 2021. This was due to increase in sale of text books as compared to previous year.

ii. ICE GATE Educational Institute Private Limited (ICE GATE)

ICE GATE was incorporated under the Companies Act, 2013 on August 12, 2015. ICE GATE is engaged in the business of providing education for students preparing for Graduate Aptitude Test in Engineering (GATE) and related exams. ICE GATE became a subsidiary of the Company with effect from October 31, 2017, and as on March 31, 2022, the Company held 69.50% equity shares in it.

The total income of ICE GATE decreased by 46.7% to Rs. 248.59 Lacs in FY 2022 from Rs. 466.68 Lacs in FY 2021. The impact of COVID was felt for most of the FY 2022 as well resulting in decrease in revenue.

iii. Kestone CL Asia Hub Pte. Ltd., Singapore (Kestone CL Asia):

With the Merger becoming effective, Kestone CL Asia Hub Pte. Ltd. (Previously Known as ‘Kestone Asia Hub Pte. Ltd), which was a wholly owned subsidiary of Kestone and a step-down subsidiary of the Company, became a direct wholly owned subsidiary of the Company. Kestone CL Asia started its operations in Singapore from the Financial Year 2016-17. It is currently engaged in providing integrated marketing solutions for products and services, to conduct educational & consulting programs, research related services, etc. for and on behalf of inland and overseas customers. Kestone CL Asia has a branch office in Dubai, inter alia, to provide integrated sales & marketing service to corporates & institutions in the Middle East.

The total income of Kestone CL Asia Hub Pte Ltd increased by 46.3% to Rs. 1,831.42 Lacs in FY 2022 from Rs. 1,252.00 Lacs in FY 2021 due to acquisition of new clients.

a.1. Kestone CL US Limited, Delaware, USA (Kestone CL US):

Kestone CL Asia has incorporated a wholly owned subsidiary in USA on March 22, 2018, by the name of Kestone CL US Limited, with an objective to provide integrated sales & marketing services to corporates & institutions in the Americas, especially USA. During the year, Kestone CL US had a total turnover of US$ 0.38 Mn.

a.2. CL Educate (Africa) Limited, Mauritius:

Kestone CL Asia has incorporated a 90% subsidiary in Mauritius on January 13, 2020, by the name of CL Educate (Africa) Limited with an objective to take its product and services offerings to the African market. Due to COVID-19 pandemic the business operations of this venture are still at a very nascent stage.

iv. Career Launcher Foundation (CLF), Section 8 Company CLF was incorporated on November 06, 2020 under Section 8 of the Companies Act, 2013, as a wholly owned subsidiary of CL, to undertake CSR related activities, as an implementing agency for the CL Group and other Companies to implement their CSR projects / programmes / activities.

v. Career Launcher Private Limited (CLPL)

CLPL was incorporated on March 15, 2021 under the Companies Act, 2013 as a wholly owned subsidiary of CL with the objective of making it the digital arm of the Career Launcher brand.

The Board as well as Shareholders of the Company (at the AGM held on September 07, 2021) had approved the transfer of the Digital Business of the Company to CLPL.

However, owing to the changed business scenario post Merger, and considering the shift in overall Industry outlook post Covid outbreak, the matter has been re-considered by the Board and looking at the interests of the Company as well as of the other stakeholders involved, it has been decided by the Board not to go ahead with the transfer.

Since the matter was earlier approved by the Shareholders of the Company, hence, as a good Corporate Governance practice, the withdrawal of the matter is also being placed before the Shareholders for its approval at the ensuing AGM

. vi. Threesixtyone Degree Minds Consulting Private Limited (361DM), Associate Company

361DM, incorporated under the Companies Act, 1956 on July 06, 2006, delivers large scale yet effective learning and education solutions to individuals, organizations and educational institutions. As on March 31, 2021, the Companys holding in 361DM was a 4.41% equity and 500,000, 5% Cumulative Convertible Preference Shares (CCPS). On October 01, 2021, 500,000, 5% CCPS were converted into 1,824 equity shares, pursuant to the terms contained in the ‘Investment cum Shareholders Agreement dated August 03, 2017 entered into amongst the Company, 361DM and its Promoters. As on March 31, 2022, The Company holds 2,733 Equity Shares aggregating to 11.7% of the paid-up equity share capital of 361DM.

The total Income of 361DM decreased by 20.3% to Rs. 316.70 Lacs in FY 2022 from Rs. 397.27 Lacs in FY 2021 due to impact of subsequent waves of COVID.

Change in the status of subsidiaries/associate companies/joint venture during the Financial Year:

During the Financial Year 2021-22 the Honble NCLT Chandigarh Bench, vide its order dated February 07, 2022, sanctioned the Scheme of Amalgamation ("Scheme") of five Wholly Owned Subsidiary Companies of CL Educate Limited - Career Launcher Education Infrastructure and Services Limited ("CLEIS"), CL Media Private Limited ("CLM"), Accendere Knowledge Management Services Private Limited ("AKMS"), G.K. Publications Private Limited ("GKP") and Kestone Integrated Marketing Services Private Limited ("Kestone") ("Amalgamating Companies") with CL Educate Limited ("Amalgamated Company") with effect from the Appointed Date i.e., April 01, 2019.

Pursuant to the same, all Amalgamating Companies dissolved and ceased to exist with effect from March 05, 2022.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the Companys Subsidiaries and Associate companies in Form AOC-1 is attached to this report as Annexure I.

Pursuant to the provisions of Section 136 of the Act, the Audited Standalone & Consolidated Financial Statements of the Company along with the Audited Financial Statements of its Subsidiaries have been made available on the website of the Company at the web link http://www.cleducate.com/financial.html.

Shareholding in Subsidiary Companies

As on March 31, 2022, the Companys shareholding in its subsidiaries was as follows:

a. 98,468 Equity Shares of Rs.10/- each comprising of 100% of the Equity Share Capital; and 117,532, 0.01% Optionally Convertible Non-Cumulative Preference Shares (OCPS) of Rs.10/- each comprising of 100% of the Preference Share Capital in Career Launcher Infrastructure Private Limited (During the year under review, CLIP redeemed 32,468 number of OCPS at Rs. 1,000/- per share for a total consideration of Rs. 3,24,68,000);

b. 13,46,47,300 Equity Shares of SGD 0.01/- each comprising of 100% of the Equity Share Capital in Kestone CL Asia Hub Pte. Ltd.;

c. 6,950 Equity Shares of Rs.10/- each comprising of 69.50% of the Equity Share Capital in ICE GATE Educational Institute Private Limited; d. 5,000 Equity Shares of Rs.10/- each comprising of 100% of the Equity Share Capital in Career Launcher Foundation (a Section 8 Company); and

e. 1,00,000 Equity Shares of Rs.1/- each comprising of 100% of the Equity Share Capital in Career Launcher Private Limited.

Shareholding in Associate Companies

As on March 31, 2022, the Companys Shareholding in its Associate Companies was as follows:

2,733 Equity Shares of Rs. 10 each comprising of 11.7% of the Equity Share Capital in Threesixtyone Degree Minds Consulting Private Limited.

7. Corporate Governance

Pursuant to the applicable provisions of the Listing Regulations a detailed report on Corporate Governance forms part of this Annual Report. A certificate from M/s. S. Anantha & Ved LLP, Company Secretaries, (LLP IN: AAH-8229) confirming compliance with the conditions of Corporate Governance for the Financial Year 2021-22, as stipulated under the Listing Regulations forms part of this Report.

8. Management Discussion & Analysis

Management Discussion and Analysis (MDA) Report for the Financial Year 2021-22 on the operations and state of affairs of your Company, as stipulated under Regulation 34 of the Listing Regulations is given in a separate section forming part of this Annual Report.

9. Dividend

Considering the business growth plans, the Board of Directors does not recommend any Dividend for the Financial Year 2021-22.

The Dividend policy of the Company (voluntarily adopted by the Board of Directors) is available on the website of the Company at the web link www.cleducate.com/policies/Dividend-Policy.pdf.

10. Transfer of unclaimed dividend to Investor Education and Protection Fund

There is no amount which is required to be transferred to the Investor Education and Protection Fund as per the provisions of Section 125(2) of the Act.

11. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for the Financial Year 2021-22 in the Profit and Loss Account.

12. Capital and Finance Capital

The paid up Equity Share Capital of the Company as on March 31, 2022 was Rs. 1,416.57 Lakhs. During the year under review, the Company did not issue any shares, or shares with differential voting rights. It did not issue employee stock options or sweat equity shares. The Company does not have any scheme to fund its employees to purchase shares of the Company.

During the year under review, the equity shares of the Company were sub-divided such that each Fully Paid-up Equity Share of the Company of Face Value of Rs.10/- got sub-divided into 2 (Two) fully paid-up Equity Shares of Face Value of Rs.5/- each w.e.f. October 01, 2021. Post such sub-division, the Authorised and Paid Up Share Capital of the Company was as is set forth below:

• Authorized Share Capital – Rs. 1,600 Lakhs comprising of 3,20,00,000 equity shares of Face Value Rs. 5/- each; and

• Paid-Up Share Capital – Rs. 1,416.57 Lakhs comprising of 2,83,31,356 shares of Face Value Rs. 5/- each

Members may note that post sub-division, the new ISIN - INE201M01029 has been activated in place of the old ISIN - INE201M01011.

Finance

The company has been repaying its loans over the duration of the financial year. Loan facilities availed from RBL Bank Ltd were completely repaid during FY 2022. The total borrowings of the Company have reduced by 60.4% to Rs. 1,697.33 Lakhs in FY 2022 from Rs. 4,289.68 Lakhs in FY 2021. While the company is in a Net Debt free position, the reduction is in line with companys vision to be completely Debt free in the upcoming financial year.

13. Material changes and commitments

No material changes and commitments affecting the financial position of the Company have occurred between end of Financial Year and the date of this report, except as mentioned below:

The Board of Directors of the Company at its meeting held on May 19, 2022, approved Buyback of fully paid-up equity shares of the face value of Rs. 5/- (Rupees Five Only) each of the Company, from its shareholders /beneficial owners (except promoters, members of the promoter group and persons in control of the Company), from Open Market through Stock Exchange mechanism for an aggregate amount not exceeding Rs. 10 Crores (Rupees Ten Crores only), at a price not exceeding Rs. 170/- (Rupees One Hundred Seventy Only) per Equity Share, payable in cash..

14. Material and Significant Orders Passed by Regulators & Courts

As stated earlier, the Honble NCLT Chandigarh Bench, vide its order dated February 07, 2022, approved the Scheme of Amalgamation of five Wholly Owned Subsidiary Companies of the Company - Career Launcher Education Infrastructure and Services Limited, CL Media Private Limited, Accendere Knowledge Management Services Private Limited, G.K. Publications Private Limited and Kestone Integrated Marketing Services Private Limited ("Amalgamating Companies") with the Company ("Amalgamated Company") with effect from the Appointed Date i.e., April 01, 2019, under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder.

15. Internal Financial Control Systems

The Company has aligned its current system of Internal Financial Controls with the requirements of the Companies Act, 2013. The Internal Control Systems are intended to increase transparency and accountability in an organizations process of designing and implementing a system of internal control. The framework requires a company to identify and analyze risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness. The Companys internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies. CL has a well-defined delegation of power with authority limits for approving revenues as well as expenditures. Processes for formulating and reviewing annual and long-term business plans have been laid down. CL uses a state-of-the-art enterprise resource planning (ERP) system to record data for accounting, consolidation and management information purposes and connects to different locations for efficient exchange of information. It has continued its efforts to align all its processes and controls with best practices.

Your management assessed the effectiveness of the Companys internal controls over financial reporting as of March 31, 2022. The assessment involved management review, internal audit and statutory audit.

The Internal Controls over Financial Reporting are routinely tested and reported by Statutory as well as Internal Auditors, in a process that involves a review of the internal controls and risks in its operations and processes such as IT and general controls, accounting and finance, procurement, employee engagement, etc.

During the year under review, the internal audit was conducted based on the risk-based internal audit plan approved by the Audit Committee. Significant audit observations and follow up actions thereon were reported to the Audit Committee.

Pursuant to Section 143 of the Act, the Statutory Auditor has issued an attestation report on our Internal Financial Controls over financial reporting.

16. Public Deposits

Your Company has not invited or accepted any deposits from the public/members and there are no outstanding deposits as on March 31, 2022.

17. Auditors and Auditors Report Statutory Auditors

Pursuant to the recommendation of the Audit Committee dated May 12, 2020, the Board of Directors and Members of the Company, at their respective meetings held on May 12, 2020 and September 30, 2020, had approved the appointment of Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No.: 001076N/N500013), as the Statutory Auditors of the Company for a term of five (5) consecutive years ("First Term") commencing from the Financial Year 2020-2021. Accordingly, Walker Chandiok & Co. LLP, Chartered Accountants shall hold office till the conclusion of the 29th Annual General Meeting of the Company to be held during the Financial Year 2025-26.

Fees paid/payable to Statutory Auditors

Total Fee for all services paid /payable to Walker Chandiok & Co LLP, Chartered Accountants- the Statutory Auditor, by CL Educate Limited, its subsidiaries and all entities in the network firm/network entity of which the Statutory Auditor is a part, on a consolidated basis, for the Financial Year 2021-22, is mentioned below:

(Rs. in Lakhs)

S. Particulars No.	CL Educate Limited (Merged Entity)	Career Launcher Infrastructure Private Limited	Career Launcher Private Limited	Total
a. Statutory Audit Fees	36.00	3.00	0.25	39.25
b. Audit of Consolidated	3.25	-	-	3.25
Financials
c. Limited Review Fees	12.50	-	-	12.50
d. Other assignments Fees	-	-	-	-
(please specify)
Total	51.75	3.00	0.25	55.00

Statutory Auditors Report

The observations contained in the Statutory Auditors Report and the managements response thereon is given below:-

Observations/ Opinions:-

i) In our opinion ,and according to the information and explanations given to us, the investments made, guarantees provided, security given and terms and conditions of the grant of all loans and advances in the nature of loans and guarantees provided are prima facie not pre-judicial to the interest of the company except in case of one loan wherein the company has granted unsecured loan to one entity having outstanding balance amounting to Rs.1,264.47 lacs as at 31 March 2022 is pre-judicial to the companys interest as no interest has been charged on such loan given to the entity.

S No. Particulars	Name of Party	Balance as on 31 March 2022	Remarks
1. Loan given at rate of interest	Career Launcher	Rs. 1,264.47 lacs	Interest free loan
lower than prescribed	Education Foundation		given
	(CLEF)

Management Response:-

In view of there being no current operations of CLEF, the loan amount remained dormant during the financial year and for the interest of CL, the outstanding loan amount has been guaranteed by our promoter entity, Bilakes Consulting Private Limited.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (LODR) Regulations, 2015, and based on the recommendation of the Audit Committee, your Directors had appointed M/s. S. Anantha & Ved LLP, Company Secretaries, Mumbai (LLP IN: AAH-8229) as the Secretarial Auditor of the Company for the Financial Year 2021-22. The Secretarial Audit Report for the Financial Year 2021-22 issued by the Secretarial Auditor does not contain any qualification, reservation, observation or adverse remark. The same is annexed as Annexure III.

Further, based on the recommendation of the Audit Committee, M/s. Sharma and Trivedi LLP, Company Secretaries, Mumbai (LLP IN: AAW-6850) has been appointed as the Secretarial Auditor of the Company for the Financial Year 2022-23.

Secretarial Audit of Material Unlisted Subsidiaries

As on March 31, 2022, the Company does not have any material subsidiary (Owing to the Amalgamation of five wholly-owned subsidiaries into CL Educate Limited).

Internal Auditor

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, and based on the recommendation of the Audit Committee, your Directors have appointed M/s. Value Square Advisors Private Limited, Business Advisors and Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2022-23.

Cost Auditor

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 and based on the recommendation of the Audit Committee, your Directors have appointed M/s. Sunny Chhabra & Co., Cost Accountants, as the Cost Auditor of the Company for the Financial Year 2022-23. The Cost Audit Report 2021-22 issued by the Cost Auditor does not contain any qualification, observation or adverse remark.

The remuneration payable to the cost auditor is subject to ratification/approval by the members of the Company. Accordingly, a resolution seeking members ratification/ approval to the remuneration payable to the Cost auditor is included in the Notice convening the 26th Annual General Meeting, along with the relevant details, including the proposed remuneration.

Reporting of fraud by Auditors

During the year under review no instance of fraud has been reported by the Statutory Auditor, Cost Auditor or the Secretarial Auditor.

18. Directors and Key Managerial Personnel

a. Appointments & Cessations during the Financial Year 2021-22:

At the 25th Annual General Meeting of the Company held on September 07, 2021, Ms. Madhumita Ganguli (DIN: 00676830) was re-appointed as a Non-Executive Independent Director on the Board of the Company for a second term of five (5) consecutive years commencing from July 02, 2022 up to July 01, 2027 by way of a Special Resolution passed by the Members of the Company.

b. Appointments & Cessations after the end of Financial Year i.e., March 31, 2022 till the date of this Report: No appointments or cessations took place after the end of Financial Year till the date of this report.

c. Retirement by Rotation:

Mr. Satya Narayanan R (DIN: 00307326), Chairman and Executive Director, and Mr. Gautam Puri (DIN: 00033548), Vice Chairman and Managing Director of the Company retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. Resolutions seeking Members approval to the re-appointment of Mr. Satya Narayanan R and Mr. Gautam Puri have been incorporated in the notice convening the 26thAnnual General Meeting of the Company. The Board recommends their said re-appointment as Directors of the Company liable to retire by rotation.

d. Proposed appointments at the ensuing AGM:

I. Appointments pursuant to Retiring by Rotation:

• Mr. Satya Narayanan R (DIN: 00307326), Chairman and Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

• Mr. Gautam Puri (DIN: 00033548), Vice Chairman and Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

II. Appointments of Whole Time Directors for a period of 3 years:

• Re-appointment of Mr. Satya Narayanan R (DIN: 00307326) as the Chairman and Executive Director of the Company for a period of 3 (Three) years w.e.f. April 01, 2023.

• Re-appointment of Mr. Gautam Puri (DIN: 00033548), as the Vice Chairman and Managing Director of the Company for a period of 3 (Three) years w.e.f. April 01, 2023.

• Re-appointment of Mr. Nikhil Mahajan (DIN:00033404),as the Executive Director and Group CEO Enterprise Business of the Company for a period of 3 (Three) years w.e.f. April 01, 2023.

e. Declaration by Independent Directors

Pursuant to sub-section (7) of Section 149 of the Act, the Company has received declarations from all the Independent Directors on Board that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1) (b) of SEBI (LODR) Regulations, 2015, and that there was no change in their status as Independent Directors during the Financial Year 2021-22.

During the year under review, no independent director was appointed on the Board. As on the date of this report, there are 4 (four) Independent Directors on Board of the Company and the Board is of opinion that all the Independent Directors are persons of integrity and hold the necessary expertise, skill, competence, experience and proficiency required with respect to the business of the Company.

A brief profile of each Independent Director on Board of the Company, along with the terms and conditions of their appointment are available on the website of the Company at the web links www.cleducate.com/advisory-board.html and www.cleducate.com/policies/Draft-Appointment-Letter.pdf.

f. Separate Meeting of Independent Directors

Pursuant to the requirements of Schedule IV of the Act, during the Financial Year 2021-22, the Independent Directors of the Company met separately on January 25, 2022, without the presence of Non- Independent Directors and/or the members of the Management. The Independent Directors, inter-alia;

a. Reviewed the performance of Non-Independent Directors and the Board as a whole;

b. Reviewed the performance of the Chairperson of the Company; and

c. Assessed the quality, quantity and timeliness of flow of information between the Company, Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

g. Disclosure of Interest in other concerns:

The Company has received the Annual disclosure(s) from all the Directors, disclosing their Directorship/Interest in other concerns in the prescribed format, for the Financial Years 2021-22 and 2022-23.

The Company has received confirmation from all the Directors that as on March 31, 2022, none of the Directors were disqualified to act as Directors by virtue of the provisions of Section 164(2) of the Act, or were debarred from holding the office of Director by virtue of any order of SEBI or any other such authority.

h. Details of Board & Committee Meetings held during the Financial Year 2021-22

The Board of Directors of the Company met 4 (Four) times during the Financial Year under review. The details of the meetings of the Board and those of its Committees and of the Independent Directors are given in the Report on Corporate Governance forming part of this Annual Report.

i. Annual Evaluation by the Board

The Nomination, Remuneration and Compensation Committee (NRC Committee) and the Board has adopted a methodology for carrying out the performance evaluation of the Board, Committees, Independent Directors and Non- Independent Directors of the Company, which includes criteria, manner and process for performance evaluation. Criteria in this respect includes; the Board composition and structure, effectiveness of board processes, information and functioning, contribution of the individual director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Evaluation of the Performances of the Board, its Committees, every Director and Chairperson, for the financial year 2021-22 has been done as per the adopted methodology which includes review, discussion, feedback and discussion on feedback received from the individual directors.

j. Key Managerial Personnel

As on March 31, 2022, the following persons were the designated Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules made thereunder:

i) Mr. Satya Narayanan R, Chairman and Executive Director, ii) Mr. Gautam Puri, Vice Chairman and Managing Director, iii) Mr. Nikhil Mahajan, Executive Director and Group CEO Enterprise Business, iv) Mr. Arjun Wadhwa, Chief Financial Officer, and

v) Ms. Rachna Sharma, Company Secretary and Compliance Officer.

19. Composition of the Audit Committee

Audit Committee of the Board is duly constituted in accordance with the provisions of Section 177 (8) of the Act read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The details of its composition, powers, functions, meetings held during the Financial Year 2021-22 etc. are given in the Report on Corporate Governance forming part of this Annual Report. All recommendations made by the Audit Committee were accepted by the Board during the Financial Year 2021-22.

20. Vigil Mechanism / Whistle Blower Policy

Your Company has established a Vigil Mechanism/ Whistle Blower Policy in compliance with the provisions of Section 177(9) and (10) of the Act, read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (LODR) Regulations, 2015 and Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015 to enable stakeholders (including Directors, Employees, retainers, franchisees etc.) to report unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or instances of leak of unpublished price sensitive information. The Policy provides for adequate safeguards against victimization of Director(s)/ employee(s) and provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Protected Disclosures, if any, reported under this Policy are to be appropriately and expeditiously investigated by the Ethics Committee. Your Company hereby affirms that no Director/ employee was denied access to the Chairman of the Audit Committee and no complaints were received during the Financial

Year under review. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company at the web link www.cleducate.com/policies/Vigil_Mechanism_Policy_CLEducate.pdf.

21. Corporate Social Responsibility

Pursuant to Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility Committee (the "CSR Committee"). The Composition and the terms of reference of the CSR Committee are provided in the Report on Corporate Governance forming part of this Annual Report. The Company has adopted a CSR Policy that is available on the website of the Company at the web link www.cleducate.com/policies/CL%20Educate%20Limited_CSR%20Policy.pdf.

CSR Projects

The Board of Directors has, on the recommendation of the CSR Committee, approved CSR projects / programmes / activities to be undertaken by the Company either itself, or through its implementing Agency, Career Launcher Foundation, a list of which is available on the Companys website at www.cleducate.com/policies/CL-CSR-Projects.pdf.

a) Cumulative Account of the CSR Obligation and Spend of CL Educate Limited (Merged Entity) (as on June 30, 2022):

Rs. ( in Lakhs)

Particulars	2022-23	2021-22	2020-21	Total	2014-15 - 2019-20
CSR Obligation (a)	0.00	0.00	20.12	20.12	160.94
CSR Amount Spent during the year/period (b)	45.00	40.39	90.94	176.33	-
Excess CSR spent (c)	45.00	40.39	70.82	156.21	-
Adjustment of Excess CSR Spend at (c) above					156.21
(d)
CSR Amount Pending to be spent (e)	-	-	-		4.73

In supercession of earlier approved treatment of excess CSR amount spend in any particular year, the CSR Committee and the Board of Directors of the Company approved the adjustment of the excess spend made in any Financial Year, first against the Companys (Merged Entitys) Past CSR Obligation (i.e., Companys CSR Obligation from the Financial Year 2014-15 till Financial Year 2019-20), till it is finally exhausted, and then to set-off against future CSR Obligation. b) Detailed Account of the ‘CSR Obligation and Spend pertaining to the Financial Year 2021-22:.

( Rs. in Lakhs)

Particulars	CL Educate Limited (Merged Entity)
CSR Obligation	Nil
CSR amount spent on ongoing projects	40.00
CSR amount spent on other than ongoing projects	0.39
Administrative overheads relating to CSR Activities	-
CSR Excess amount spent	40.39

The Annual report on CSR Activities is annexed as Annexure IV.

22. Directors Nomination and Remuneration Policy

The Nomination Remuneration and Compensation Committee (NRC Committee) of the Company formulates the criteria for determining qualifications, positive attributes and independence of a director, and recommends to the Board the criteria for determining the remuneration for the Directors, Key Managerial Personnel and/or other Senior Level Employees of the Company.

The process of determining the Remuneration of the Directors is initiated with the general body of shareholders approving the overall maximum remuneration that may be paid to the Directors, generally over a period of 3 years. Within this overall limit, the actual payout is decided by the Board, on the specific recommendation of the Nomination, Remuneration and Compensation Committee (comprising of all Non-Executive Directors, with majority of them being independent), while keeping the provisions of the Companies Act, 2013 in mind.

Details of the remuneration approved by the NRC Committee as well as the Board of Directors for Executive Directors for the Financial Year 2021-22:

( Rs. in Lakhs)

S. No. Executive Director	Fixed Compensation (Upto)	Variable Compensation (Upto)	Total Compensation (Upto)
1 Mr. Satya Narayanan R	86.00	43.05	129.05
2 Mr. Gautam Puri	86.00	43.05	129.05
3 Mr. Nikhil Mahajan	83.69	41.69	125.38

Details of the Remuneration actually paid / payable to Executive Directors for the Financial Year 2021-22:

( Rs. in Lakhs)

S. No.	Executive Director	Fixed Compensation	Variable Compensation	Total Compensation
1	Mr. Satya Narayanan R	84.78	38.00	122.78
2	Mr. Gautam Puri	85.38	38.00	123.38
3	Mr. Nikhil Mahajan1	78.80	37.00	115.80

1Includes an amount equivalent to 1,00,000 AED (Rs. 20.30 Lakhs approximately) as remuneration paid/payable to Mr. Nikhil Mahajan in connection with the Companys Dubai business operations for the Financial Year 2021-22.

Commission paid/payable to Non-Executive Directors for the Financial Year 2021-22:

S. No. Non-Executive Independent Directors	Commission paid/payable for Financial Year 2021-22
	(Rs. in Lakhs) Recommended	Amount payable
	(% of the Adjusted Net Profits)
1 Ms. Madhumita Ganguli	0.15% of the net profits	1.52
2 Mr. Girish Shivani	0.15% of the net profits	1.52
3 Mr. Sanjay Tapriya	0.15% of the net profits	1.52
4 Mr. Piyush Sharma	0.15% of the net profits	1.52

Note:

1. The Remuneration policy (Recommendation report of NRC Committee for the financial year 2021-22) is available on the website of the Company at the web link: http://www.cleducate.com/pdf/NRC-Committee-Recommendation-Report-FY-2021-22.pdf.

Salient features of the process of determination of the Remuneration of Directors are mentioned below:

i. Approval of the Shareholders:

The general body of shareholders approves the overall maximum remuneration that may be paid to the Directors (Executive as well as Non-Executive), generally over a period of 3 years.

ii. Recommendation to the Board by the NRC Committee:

Within the overall limit approved by the shareholders, the remuneration payable for a particular year is recommended by the Nomination, Remuneration and Compensation (NRC) Committee (comprising of all non-executive Directors, with majority of them being independent) to the Board, taking into account the following key considerations:

a. For Executive Directors: i) The provisions of Companies Act, 2013 and any other law for the time being in force relating to Companies; ii) Market factors;

iii) The executive and operational responsibilities carried out by the Directors for the Company;

iv) Market salary of people with similar background/educational qualification/ experience, to ensure that Directors receive a fair compensation and there is "headroom" to pay competitive salaries to the Directors direct reports and for attracting new talent in the Company;

v) Compensation trends for the past years; and

vi) Inflation index.

The NRC Committee recommends the split between fixed and variable salaries payable to the Executive Directors of the Company for any Financial Year.

For calculating the variable compensation to be actually paid to the Executive Directors for any Financial Year, NRC Committee considers the actual performance metrics. b. For Non-Executive Directors: i) The provisions of Companies Act, 2013 and any other law for the time being in force relating to Companies;

ii) Number of meetings attended by the director during the year, iii) Contribution to the Board and Committees and iv) Participation in the Board matters. iii. Approval by the Board:

Based on the recommendation of the NRC Committee, the Board approves the remuneration payable to the Directors for the year.

iv. Ensuring Compliance with the Companies Act, 2013

At the year end, the Remuneration paid / payable during / for the year is checked against the provisional profitability position of the Company, in order to comply with the relevant provisions of the Companies Act, 2013 and the Rules made thereunder.

23. Particulars of Employees

People are our most valuable asset and your Company places the engagement, development and retention of talent as its highest priority, to enable achievement of the organizational vision.

The relevant information required to be provided under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure V.

The relevant information required to be provided under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is given in Annexure VI.

24. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has a policy against sexual harassment at the workplace and has constituted an Internal Complaints Committee and has complied with the provisions in this respect as are applicable under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. There was no complaint received from any employee during the year, nor is any complaint pending or outstanding for redressal as on March 31, 2022. The Company conducts awareness programs at regular interval / provide necessary updates / guidance through its website and through other employee communication channels.

The Companys Policy on sexual harassment at the workplace is available on the website of the Company at the web link www.cleducate.com/policies/Policy-against-Sexual-Harassment.pdf.

25. Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments made by the Company, covered under the provisions of Section 186 of the Act, are given in the notes to the Financial Statements.

26. Particulars of Contracts or Arrangements with Related Parties

As a matter of practice, all Contracts or Arrangements with Related Parties and all Related Party Transactions are placed for approval before the Audit Committee and are brought to the notice of the Board on a periodic basis. The Audit Committee monitors the Related Party Transactions on a quarterly basis.

Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of contracts or arrangements with related parties under section 188, in the prescribed form AOC-2 is annexed as Annexure II to this report.

Details of the Related Party Transactions, as required under Listing Regulations and the relevant Accounting Standards are given in note no. 50 to the Standalone Financial Statements of the Company.

The Companys Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the website of the Company at the web link www.cleducate.com/policies/Policy_for_Determining_Material_Subsidiary_CLEdcuate.pdf. The Policy is reviewed by the Board on a regular basis.

27. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the Financial Year 2021-2022 is available on the website of the Company at the web link www.cleducate.com/pdf/agm/2022/notices/Annual-Return-March-31-2022.pdf.

28. Details of the Companys ESOP Plan

The current ESOP Plan of the Company- ‘Amended and Restated Career Launcher Employee Stock Options Plan 2014 ("CL ESOP Plan 2014" or "ESOP Scheme"), Formerly known as CL ESOP Plan 2008, has been in force since the year 2008, and is effective till September 04, 2025. The Plan is administered and monitored by the Nomination, Remuneration and Compensation Committee of the Board.

Status update on CL ESOP Plan 2014 as on the date of this report:

Particulars	No. of Options	No. of Options (adjusted post	stock split / change in face value of Equity
		Shares of Rs.10/- each to Rs.5/- each)
Options Reserved	2,50,000		5,00,000
Options exercised	82,475		1,64,950
Options Outstanding	1,67,525		3,35,050

A Certificate dated June 22, 2022 has been issued by the Secretarial Auditor of the Company, certifying that the current ESOP Scheme of the Company is being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolution passed by the members of the Company. The same shall be made available for inspection of the members at the 26th Annual General Meeting.

Further details, as are required to be disclosed under the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, have been made available at the website of the Company at the following web link www.cleducate.com/policies/CL-Educate-ESOP-Disclosure-for-year-ended-31-03-2022.pdf.

At their respective Meetings held on February 02, 2022, the NRC Committee as well as the Board of Directors have approved the allocation of Options under the CL ESOP Plan 2014 to identified employees and have approved the Terms of Grant, Vesting and Exercise of such Options. These Grants are scheduled to be made in the Financial Year 2022-23.

Further, the NRC Committee and Board of Directors of the Company at their respective meeting held on May 05, 2022 and May 19, 2022, have approved certain modifications to the CL ESOP Plan 2014, in order to bring the same in line with the latest SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and have also approved an increase in the ESOP Pool under the existing Plan by an additional 5,00,000 options {convertible into 5,00,000 (Five Lakh) equity shares of face value of Rs.5/- each, fully paid-up}. These amendments are subject to the approval of the shareholders of the Company. A proposal to amend the CL ESOP Plan 2014 forms a part of the Notice convening the 26th AGM of the Company.

29. Disclosure of Energy Conservation, Technology Absorption & Foreign Exchange Earnings & Outgo

The Company does not carry out any manufacturing activity. However, wherever possible and feasible, continuous efforts have been made for conservation of energy and to minimize energy costs and to upgrade the technology with a view to increase the efficiency and to reduce cost of operations.

At CL, we strive to use technology to make the user experience better & more engaging. With the increase in the online access & users preference towards online mode of communication channels, CL have constantly reinventing the processes to ensure a near perfect user experience to both customers & would be customers.

1. CL Meta: CL Meta, a Metaverse for students, complete with virtual classrooms, study rooms, career counselling sections, and a virtual shopping mall for students to purchase educational products. CL Meta is a hyper-real learning and community experience for students, replicating the experience of physically attending classes or visiting a Career Launcher center.

2 CL App: At Career Launcher, we constantly seek feedback from our students, trying to understand what and how they are most comfortable in learning. App based learnings are becoming popular with students, and they are also very comfortable adopting and using new technology. With CL App available on both Android & IOS, we are offering students another option to attend classes, take test & use other features.

3. AI Driven CAT percentile Predictor: Our CAT percentile predictor gets the AI boost & now it is more accurate than ever. Just to give you a glimpse of how accurate the AI driven CAT percentile predictor is, the average deviation between the predicted percentile and the actual percentile for candidates with 90% & above was around 0.08%ile in CAT20. In CAT21, we also predicted the scaled scores and sectional percentiles. Probably the first time that anyone attempted to do the same.

4. Cloud Telephony: with the help of 3^rd party tool, Knowlarity, today we are able to prioritize the calling function based on user profile. This will enhance the efficiency of calling agents & conversation experience of user(student/parents). With sticky agent feature, it enables the student to connect with the same caller every time he/she calls back on the CL number. Completely integrated with our CRM(Leadsquared), cloud telephony ensures seamless communication between CL calling agents & users (student/parent).

5. WhatsApp based conversational messaging: CL now have an official WhatsApp business account which gives us the capability of reaching out to students through WhatsApp message for important communications like webinars/ seminars/classes etc. It also gives us the capability of sending notes/images/video to the students on WhatsApp.

6. Automated Customer support ticketing: For CL students, getting service support is a breeze with our one-stop automated support id (support@careerlauncher.com). An auto ticket gets generated instantly as you sent an email to the support id.

Student can track their support ticket status, reopen the tickets if not satisfied & can give feedback on the support received.

7. Sales Tech Integrations: with our constant focus on enhancing the user experience & efficiency of our sales team, we have integrated most of our sales tools. This will ensure seamless information flow & eradicate manual work. For example, now a sales agent can generate the support ticket using CRM only or get to know users aspiration.ai activities (Video watched or mocks taken) through CRM only.

8. Social Media Integrations: We have integrated our social media pages on FB & twitter with our support ticketing tool (Freshdesk). This ensures that no sensitive communication by customer is missed. With keyword based tracking, it ensures that an auto ticket is being generated for social media pages comments/messages containing sensitive keywords like issue, support, problem etc.

These and other such efforts continue to ensure we provide a near perfect user experience to students.

During the Financial Year under review, the Foreign Exchange earnings and outgo were as follows:

The Foreign Exchange earnings (on Standalone basis):

(Rs. in Lakhs)

Particulars	FY 2022	FY 2021
Test-preparation training services	693.94	353.13
Sale of study material	188.39	262.62
Event Management Services	112.02	35.89
Managed Manpower Services	-	37.24
Digital Services	-	10.09
Advertising Income	15.12	-
Other income	-	-
Total	1,009.47	698.97

The Foreign Exchange outgo/expenditure (on a Standalone basis):

(Rs. in Lakhs)

Particulars	FY 2022	FY 2021
Traveling and conveyance	-	2.48
Bank charges	1.04	11.70
Rent	122.12	99.16
Salary and wages	24.66	24.39
Faculty expenses	58.74	110.73
Banquet and Event Materials	-	0.27
Equipment Hiring	-	-
Giveaways	0.29	0.02
Professional Charges	7.12	83.43
Ad Hoarding	-	48.66
Subscription	-	72.62
Passthrough	-	-
Others	503.90	482.88
Total	717.87	936.34

30. Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

Your Company complies with the mandatory Secretarial Standards issued by the ICSI.

31. Other Disclosures

a) During the year under review, the Company did not make any application under the Insolvency and Bankruptcy Code, 2016, and hence no proceeding is pending under the Code.

b) The requirement of stating the difference between the amount of valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions does not arise, and the same is not applicable on the Company.

c) Post year end, the Company has been able to sell the land and building originally acquired/contructed for setting up a business school, the resultant profits and other adjustments in this regard shall be accounted for in FY 2022-23

32. Directors Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, the Board of Directors makes the following statements in terms of Section 134(3)(c) of the Act:

a. in the preparation of the Annual Accounts for the Financial Year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year ended March 31, 2022 and of the Profit/Loss of the Company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the Annual Financial Statements / Annual Accounts on a going concern basis;

e. the Directors have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

33. Acknowledgement

Your Directors take this opportunity to thank the Companys customers, shareholders, vendors and bankers for their support and look forward to their continued support in the future.

Your Directors also place on record their appreciation for the excellent contribution made by all employees who are committed to strong work ethics, excellence in performance and commendable teamwork and have thrived in a challenging environment.

For and on behalf of Board of Directors of CL Educate Limited

Sd/-	Sd/-
Gautam Puri	Nikhil Mahajan
Vice Chairman & Managing Director	Executive Director & Group CEO Enterprise Business
DIN: 00033548	DIN: 00033404
Address: R-90, Greater Kailash-I,	Address: House No. 457, Sector – 30,
New Delhi – 110 048	Faridabad - 121 003, Haryana
Place: New Delhi
Date: August 03, 2022