CL Educate Ltd Management Discussions

<dhhead>MANAGEMENT DISCUSSION & ANALYSIS</dhhead>

OVERVIEW OF THE COMPANY

Founded in 1996 as Career Launcher (India) Private Limited, CL Educate Limited has evolved from a single learning centre into one of Asia’s most diversified corporates. Over nearly three decades, the Company has built a multi-segment enterprise with a strong domestic presence and operations extending to key international markets, including the UAE, the United States, Singapore, Mauritius, and Indonesia.

Operating across three strategic verticals—EdTech, MarTech, and Digital Assessments—the Group delivers innovative learning and engagement solutions globally. Its shared mission remains to "enable excellence by elevating learner outcomes and bringing efficiency and transparency to the broader education ecosystem

? In the EdTech segment, under the Career Launcher brand, the Company provides a comprehensive suite of aptitude and knowledge products for competitive exams across India and abroad. ? MarTech operations, led by Kestone, deliver integrated marketing and experiential solutions across India and international markets such as the U.S., UAE, Singapore, and Indonesia.

? In Assessments, the Group’s recent acquisition of DEXIT Global (formerly NSEIT Ltd.) has emerged as a leading digital assessment provider. With over 50 million assessments delivered across 700+ districts through

~234 fixed and 3,000+ flexible locations, the segment services recruitment, certification, and university exam requirements.

Headquartered in New Delhi, CL Educate is steered by a leadership team comprising IIT IIM alumni, whose vision has cemented the Company’s reputation as a household name in Indian education. Today, the Company reach across every district in the country through its newly acquired subsidiary – DEXIT Global Limited.

ORGANIC VS INORGANIC GROWTH

Established in 1996 as a modest single-center enterprise with a singular product offering, CL Educate Limited has traversed a remarkable journey of over 29 years to evolve into a multi-dimensional knowledge solutions enterprise. This transformation has been underpinned by a judicious blend of organic growth and strategic acquisitions, enabling the Company to respond proactively to shifting market dynamics, emerging technologies, and evolving consumer aspirations. Today, the Company stands as a diversified platform operating across education, marketing technology, events, and assessments, with a vision of enabling excellence for students and enterprises alike.

Organic Expansion

From its inception, CL Educate has consistently innovated and diversified its product and service portfolio in line with industry transitions and consumer needs. Each step in this journey has been a deliberate response to emerging opportunities:

? Platform Monetization & Student Mobility Business (2008):

Marked the Company’s early foray into creating scalable platform that connect learners with institutions globally, while also unlocking monetization opportunities through ancillary services.

? MarTech Geographical Expansion (2016–2023): With the strengthening of Kestone, the Company extended its presence into the marketing technology space, establishing operations in the United States, Singapore, and Indonesia. This expansion has created a strong foundation for CL Educate to serve multinational clients with integrated event management and digital marketing solutions.

? International Student Mobility & Study Abroad (2022): Building on its core expertise in test preparation and counselling, the Company formally launched initiatives in global student mobility, addressing the rapidly growing demand among Indian students for overseas higher education opportunities.

? CUET Preparation (2022): In alignment with the launch of the Common University Entrance Test (CUET), CL Educate introduced specialized test preparation products. This strategic move positioned the Company at the forefront of the single largest undergraduate entrance ecosystem in India.

? Utsav (2025): Expanding its MarTech event management division, the Company ventured into the Wedding and Social Events segment with the launch of Utsav, a forward extension of its established corporate events business. This initiative leverages existing operational strengths to tap into India’s rapidly growing social celebrations industry.

Inorganic Expansion

Parallel to its organic growth trajectory, CL Educate has undertaken a series of carefully considered acquisitions that have not only strengthened its market position but also provided entry into synergistic verticals. Each acquisition has contributed strategically to the Company’s integrated model:

? Law School Tutorial (2003): Among the earliest acquisitions, this brought CL Educate into the Law entrance preparation space, which today contributes more than I45 crore to the Company’s topline.

? Kestone Integrated Marketing Services (2008): Initially an entry into manpower services, Kestone has since been successfully repositioned as a full-scale event management and digital marketing division, reflecting the Company’s ability to pivot and create long-term value.

? GK Publications (2011): A natural forward integration into the publishing segment, GK Publications offers a wide range of competitive exam preparation books catering to students from school level to postgraduate studies. This has reinforced the Company’s test preparation ecosystem with high-quality content solutions.

? DEXIT Global (2025): Formerly known as NSEIT Limited, this acquisition marked CL Educate’s entry into the highly strategic digital assessments space. With a topline in excess of I200 crore, this represents one of the most significant transactions in the Company’s history. DEXIT provides a robust platform for large-scale digital testing and is expected to materially alter the Company’s revenue trajectory in the coming years.

BUSINESS SEGMENTS

EdTech Segment

The EdTech segment comprises of the following verticals:

? Test Preparation & Coaching ? Publishing & Content Monetization ? Student mobility & Platform Monetization

Test Preparation & Coaching

Through its flagship brand Career Launcher, CL Educate

Limited delivers one of the most comprehensive portfolios of test preparation products in India. Leveraging both digital platforms and an extensive network of business partner centers, the Company has built a truly pan-India presence, spanning over 100 cities with 150+ centers. This dual-channel delivery model enables the Company to reach aspirants across metros as well as Tier-2 and Tier-3 cities, ensuring accessibility and scale.

The product suite is designed to cater to a broad spectrum of learners, segmented into three primary categories.

? The Aptitude Products portfolio covers preparation for competitive entrance examinations such as CAT, XAT, SNAP, CLAT, AILET, BBA, and IPMAT, which serve as gateways to India’s premier institutions in management and law. ? The Knowledge Products line focuses on content-rich preparation for examinations like GATE and CUET, supporting aspirants in engineering, technical, and university-level admissions. Complementing these are the ? International Education Products, which prepare students for globally recognized examinations such as

GRE, GMAT, SAT, TOEFL, and IELTS, thereby equipping them for higher education opportunities abroad.

? Admission Consultancy which assists students in getting admissions in esteemed institutions abroad as well as within the country.

This diversified portfolio reflects the Company’s ability to serve aspirants across multiple disciplines, both domestic and international. By combining deep academic expertise with digital innovation and on-ground delivery, the Career Launcher brand continues to strengthen its position as a trusted partner for millions of students seeking structured pathways to academic and professional success.

Publishing & Content Monetization:

As part of its content monetization strategy, CL Educate operates its publishing business under the GK Publications brand, offering a comprehensive catalogue of titles that address the diverse needs of competitive examination aspirants and school students. Over the years, GK Publications has emerged as a trusted name in the academic publishing space, delivering quality content authored by subject-matter experts and experienced professionals.

The portfolio is broadly segmented into three categories.

? The Technical Titles series focuses on examinations such as GATE and recruitment tests for technical positions in government services and has some promising new age authors such as Jinisha Jain.

? The Non-Technical Titles range caters to aspirants preparing for CAT, Bank/SSC examinations, Civil Services, and CUET, and includes works authored by eminent professionals such as Madhukar Bhagat (IRS, 1995 Batch), Dr. G. Subbarao, Dr. Uddipan Mukherjee (Director, Ministry of Defence, Government of India), and Dr. R.K. Choudhary, among others. ? The School Titles category provides high-quality learning resources for students preparing for board examinations, and has books authored by well-recognised educators such as Ashish Arora.

In addition to its retail publishing operations, CL Educate also undertakes B2B content publishing for institutions, including several leading EdTech platforms, thereby extending its expertise to institutional partners. This segment operates on an asset-light model with minimal inventory and efficient collections, resulting in higher operating leverage and improved profit margins.

By combining trusted authorship, a wide subject range, and a scalable business model, GK Publications continues to complement CL Educate’s test preparation business while creating a profitable, content-driven growth avenue.

Platform Monetization & Student Mobility:

As part of its broader diversification strategy, CL Educate operates a dedicated vertical in Platform Monetization and Student Mobility, providing an integrated suite of services tailored for educational institutions and students. This business, managed under the CL Media brand, acts as a bridge between higher education institutions and their prospective student base, offering both institutional solutions and direct-to-student support.

The portfolio spans a comprehensive range of offerings. It includes

? Integrated solutions for educational institutions and universities, ? Student recruitment services, and ? Marketing and outreach programs Designed to enhance institutional visibility and engagement. Leveraging digital marketing, print communication, large-format events, and on-ground outreach, CL Media enables partner institutions to connect effectively with students across India.

With a robust network of over 400 institutional partners, CL Media has established itself as a trusted partner for universities and colleges. Its outreach initiatives, such as student fairs, seminars, workshops, and brand-building campaigns, collectively facilitate the enrolment of more than 100,000 students annually. These programs not only drive admissions but also strengthen institutional branding and student engagement on a national scale.

In line with its forward integration strategy, the Company has also launched EasyApply, an all-in-one college application solution that simplifies the admissions process for students. EasyApply provides a seamless interface that allows aspirants to apply to multiple colleges through a single platform, offering convenience, exclusive benefits, and enhanced transparency in admissions.

By combining its strengths in institutional partnerships, outreach platforms, and digital solutions, CL Educate continues to reinforce its leadership in the student mobility ecosystem, creating value for both institutions and students while expanding its footprint in the higher education services domain.

MarTech Segment:

CL Educate, through its brand Kestone, has developed a robust presence in the MarTech (Marketing Technology) space, offering corporates a comprehensive suite of solutions that integrate experiential, digital, and technology-led engagement models. Over the past two decades, Kestone has evolved from a traditional event management firm into a full-spectrum MarTech solutions provider, delivering measurable business outcomes for clients across industries in India as well as in international markets including the United States, Singapore, and Indonesia.

At the core of Kestone’s offerings is:

? Experiential Marketing and Event Management, where the Company leverages its deep expertise in conceptualizing and executing impactful engagements. From product launches that provide clients with innovative platforms to introduce new offerings, to dealer meets, sales conferences, and seminars designed to inspire and motivate, Kestone has consistently delivered events that build brand equity and drive business results. Its capabilities also extend to large-format exhibitions and MICE (Meetings, Incentives, Conferences, and

Exhibitions), where strategically curated experiences enable clients to foster meaningful relationships with stakeholders while enhancing their market visibility.

? Complementing this is a strong portfolio of Demand Generation, Digital Marketing, and Communication Services. Kestone’s integrated digital marketing practice encompasses web design and development, content marketing, social media campaigns, email marketing, and targeted digital advertising, all aimed at maximizing return on investment and ensuring consistent, brand-aligned communication across multiple channels. By combining creative content with advanced analytics and campaign optimization, the Company enables its clients to convert digital presence into measurable business outcomes.

? Kestone also delivers Customized Engagement Programs (CEPs) tailored to client requirements. These include the design and execution of loyalty and rewards programs for customer retention, audience generation and management strategies to optimize participation in business events, as well as pipeline and lead management solutions that help clients build systematic approaches to customer acquisition. Each of these offerings is designed with a focus on enhancing customer loyalty, building sustainable engagement models, and driving long-term value for clients.

? In keeping with evolving global marketing practices, Kestone has also pioneered solutions in Virtual Events and Metaverse Transitioning. By converting traditional two-dimensional digital platforms into three-dimensional, metaverse-enabled environments, the Company offers corporates immersive customer experiences. These innovative solutions leverage emerging technologies such as blockchain, AR, and VR to create interactive and futuristic engagement models that redefine the way brands connect with their audiences.

? As part of Kestone’s strategic initiative to elevate digital event experiences, the Company has introduced VIRSA — an AI-powered virtual assistant integrated into the Kestone Virtual Event Platform and VOSMOS meta-commerce ecosystem. Designed to deliver hyper-personalized, immersive engagements, VIRSA intelligently curates content—such as session recommendations and networking opportunities—based on participant profiles, interests, and real-time behaviour. This advanced capability ensures that each attendee’s journey is tailored and impactful, driving higher engagement and satisfaction.

• Moreover, VIRSA significantly boosts audience engagement time, with case studies demonstrating up to 5? increase in virtual event interactions.

Integrated with the VOSMOS platform, it powers smart matchmaking, automated note-taking, and conversation transcript services—offering organizers and attendees a seamless, data-backed experience.

• This AI-driven assistant operates across multiple channels—virtual events, webinars, websites, and content hubs enabling real-time lead qualification and outbound engagement. Every interaction is captured, analyzed, and surfaced to sales teams, enhancing the efficiency of campaign conversions and accelerating revenue generation

• By embedding AI into the core of its event technology ecosystem, Kestone strengthens its positioning as a leader in technology-enabled experiential marketing, offering clients innovative tools to maximize engagement, generate actionable insights, and drive tangible business outcomes.

Through this multi-pronged portfolio, Kestone has positioned itself as a trusted partner for corporates seeking to optimize their marketing efforts, deepen customer engagement, and achieve strategic growth. By combining its experience in traditional event management with expertise in cutting-edge MarTech solutions, the Company continues to expand its role as a driver of innovation and value creation within the marketing services industry.

Utsav – Wedding & Social Events Segment:

In line with its strategy of diversifying the MarTech portfolio, CL Educate has entered the luxury weddings and social events market under the brand Utsav. India’s wedding industry is one of the largest in the world, valued at approximately US$130 billion, and is characterized by its scale, grandeur, and cultural significance. With affluent families and non-resident Indians increasingly seeking bespoke experiences, the segment presents a significant growth opportunity. High-net-worth weddings in India range between 3 crore and 10 crore per event, with spending per guest often reaching between 1.5 Lacs and 3 Lacs. This expenditure is further accentuated by demand for destination weddings, both in India (Udaipur, Jaipur, Jodhpur, Goa) and abroad (Dubai, Italy, Thailand, Greece).

Utsav positions itself as an exclusive, asset-light, experience-driven brand, designed to deliver "not just a wedding, but an unforgettable experience." Its core philosophy emphasizes personalization, culture, luxury, and exclusivity, with each event designed uniquely around the identity of the bride, groom, and their families. By combining world-class design with meticulous execution, Utsav seeks to establish itself as a preferred partner in the luxury wedding ecosystem.

The brand’s ambitious vision is to capture at least 1% market share within the next three to five years, a goal it plans to achieve through marquee projects and a reputation for bespoke delivery.

Through this initiative, CL Educate extends its expertise in corporate and experiential events into the social celebrations space, creating a natural adjacency to its established MarTech capabilities. With an asset-light model and focus on high-value clients, Utsav is expected to significantly enhance both the Company’s growth profile and its positioning in the experiential events industry.

Digital Assessments Segment (DEX):

With the acquisition of DEXIT Global Limited (erstwhile NSEIT Limited), a former step-down subsidiary of the National Stock Exchange of India (NSE), CL Educate has formally entered the high-growth domain of Digital Assessments. This acquisition represents one of the most significant strategic milestones for the Company, marking its transition into a technology-intensive and globally scalable business segment.

DEXIT Global today stands as the fourth-largest digital assessments player worldwide and the second-largest in India, with an unparalleled presence across virtually every district in the country. Over its 19-year journey, the Company has established a reputation for scale, security, and reliability. Its highly secure platform is built to support the full lifecycle of assessments, offering end-to-end capabilities from test design and application processing through to secure delivery and result management.

The business model is underpinned by a bespoke in-house technology platform, engineered to manage large-scale and high-stakes examinations with seamless precision.

Leveraging a hybrid infrastructure of captive and affiliate centers, DEXIT Global possesses the capacity to conduct assessments at scale, with flexibility across geographies and formats. Its solutions are enhanced by an AI-powered remote proctoring framework, offering both live and automated proctoring models that ensure examination integrity while enabling cost-effective scalability.

Further strengthening its position, DEXIT Global has invested heavily in advanced cybersecurity measures, governance frameworks, and global-standard compliance protocols, ensuring data protection and operational resilience. These capabilities are particularly critical in a segment where security, transparency, and credibility are paramount.

Through this acquisition, CL Educate has not only diversified into one of the most promising adjacencies of the education ecosystem but also positioned itself at the forefront of the digital transformation of assessments. The segment’s ability to serve universities, corporates, and government clients alike provides a multi-pronged revenue opportunity, making Digital Assessments a key pillar of the Company’s long-term growth trajectory.

SHAREHOLDER VALUE CREATION

Acquisition of DEXIT Global Limited (Formerly NSEIT Limited) – former stepdown subsidiary of NSE (National Stock Exchange) Limited.

The acquisition of DEXIT Global Limited (formerly NSEIT Limited), a step-down subsidiary of NSE Limited, marks the most significant milestone in CL Educate’s growth journey to date. This acquisition is a direct reflection of our strategic vision to diversify into high-growth adjacencies within the education and assessment ecosystem, while positioning the Company to unlock substantial long-term value for its shareholders.

DEXIT Global is recognized as one of the largest digital assessment companies in India and 4^th largest in the world, with a truly pan-India reach that spans every district in the country. Over the past 19 years, it has delivered more than 55 million assessments, demonstrating unmatched operational excellence, domain expertise, and technological depth. Its end-to-end capabilities – from test design and application processing to secure delivery and results – are supported by a proprietary technology platform built for scale and compliant with the highest standards of cybersecurity.

DEXIT’s leadership is further reinforced by its deeply entrenched client relationships with marquee institutions such as IRDAI, NISM, UIDAI, DGT, ICAI, and NTA, many of which span more than a decade. The business today serves as a critical backbone for India’s exam and certification ecosystem, offering scalable solutions across Recruitment

& Promotion Exams, Professional Certifications, Vocational

Assessments, University and National Entrance Exams, and Employability Enhancement Assessments.

By bringing DEXIT Global into our fold, CL Educate combines its three decades of experience in the Indian education sector with DEXIT’s unmatched capabilities in secure, large-scale assessment delivery. This creates a powerful synergy that not only enhances the quality and breadth of services for our clients in India but also positions us to tap into the US$11-15 billion global digital assessments market.

Investment Rationale

Expansion within EdTech: Strengthens CL Educate’s position in adjacent education segments and broadens its service offering.

Entrenched Client Relationships: DEXIT has built 12–15 year legacies with India’s most trusted examination bodies, providing unmatched credibility and stability.

Multi-Modal Delivery: Capability to serve the full spectrum of assessments, from corporate recruitment to professional certifications

Cutting-Edge Proprietary Technology: Ensures a uniform, secure, and scalable assessment experience, powered by AI-enabled proctoring and advanced analytics.

Robust Security Infrastructure: Adheres to global standards of data security and governance, instilling confidence in clients and stakeholders.

Financial Upside: With a topline of approximately I200 crore and a business EBITDA margin of 16%, DEXIT immediately strengthens CL Educate’s earnings profile. The acquisition enables CL Educate to shift its revenue orbit by giving almost a 50% growth at the end of the first year post-integration, while also supporting margin expansion in subsequent years.

Future Outlook

Historically, DEXIT’s client portfolio has been concentrated around quasi-government and regulatory bodies such as the Directorate General of Training (DGT), National Testing

Agency (NTA), and the Unique Identification Authority of

India (UIDAI), which have anchored its revenue base. With the change in ownership and strategic direction under CL Educate, DEXIT is now actively pursuing opportunities to expand into the private sector, thereby broadening its customer mix beyond government-linked institutions. Furthermore, while the business has so far derived 100% of its revenues from domestic operations, the management has articulated a clear roadmap to expand internationally in the coming years, thereby diversifying its geographical footprint and reducing dependency on a single market. This dual focus—on sectoral as well as geographical diversification—is expected to strengthen resilience, unlock new revenue streams, and enhance long-term shareholder value.

Strategic Significance

This acquisition is more than an expansion – it is a transformative step that firmly establishes CL Educate as a diversified knowledge solutions provider with leadership across EdTech, MarTech, and Assessments. With DEXIT Global, the Company gains both scale and resilience, enhancing visibility in a segment that is mission-critical to India’s education and employability agenda, while simultaneously building a platform to address global opportunities.

For our shareholders, this transaction underscores our commitment to value creation through profitable growth, diversification, and future-ready innovation.

OPERATIONAL HIGHLIGHTS

EdTech Highlights

Under the flagship brand Career Launcher, CL Educate’s test preparation and coaching division continues to cater to a vast learner base of more than half a million students, encompassing both paid and free users. While the overall student outreach during the year remained largely consistent with the previous year, the division witnessed a significant shift in the composition of paid users, which has meaningfully altered the revenue mix.

Undergraduate Programs

A notable structural change emerged in the undergraduate law preparation segment with the rescheduling of prominent law entrance examinations, CLAT and AILET, from their earlier May–June cycle to the November–December period. This shift has encouraged students to opt for longer-duration programs, typically spanning two years, as opposed to the shorter crash courses of 3–4 months that previously followed board examinations. This transition has improved Average Revenue per User (ARPU) for law programs, though revenue recognition is now spread across the extended duration of the courses. Consequently, while the law segment delivered business outcomes broadly in line with the previous year, the IPM/ BBA programs registered strong double-digit growth, emerging as the third pillar of strength for the test preparation division alongside Law and MBA.

Postgraduate Programs

In the postgraduate segment, MBA preparation retained its flagship status, continuing to generate the largest share of revenues. The segment also witnessed an increase in overall enrolments, reflecting strong demand for management education. However, a noticeable trend during the year was the growing preference for self-directed, do-it-yourself (DIY) courses with lower ticket sizes, compared to traditional high-value classroom programs. This shift in student behaviour towards self-prep digital offerings has partially impacted yield, as assisted, classroom-based preparation ceded ground to more flexible and affordable formats.

Test Preparation Achievements:

CL students continue to outperform at the highest levels. They have achieved highest honours in UG as well PG segment. Brief highlights of the same are as given below:

MarTech Highlights

The MarTech division, operating under the Kestone brand, delivered a strong performance in FY 2025, recording a 22% year-on-year growth with revenues of I14,575 Lacs, as compared to I 11,904 Lacs in FY 2024. This growth was largely propelled by the international segment, which expanded by 33%, reaching I4,429 Lacs in FY 2025 against I3,322 Lacs in the previous year. Within international operations, the United States market demonstrated particularly promising traction, supported by an expanding client base and growing demand for integrated digital and experiential solutions. The Indonesia market also emerged as a key contributor, positioning these geographies as strategic growth engines for the MarTech business in the coming years.

Looking ahead, the division is strategically realigning its revenue mix towards higher-margin streams, with a clear focus on expanding its technology-led offerings and scaling its international operations. The objective is to gradually reduce reliance on traditional, lower-margin services and build a more sustainable and profitable growth profile.

Complementing this shift, the Company is making targeted investments in automation and artificial intelligence, preparing the business to lead in the forthcoming AI-driven marketing landscape. These initiatives include the planned enhancement of its proprietary virtual assistant,

VIRSA, into a fully AI-enabled chatbot capable of delivering deeper engagement and real-time customer support for clients.

During the year, the Company also continued its investments in building and upgrading its Metaverse platform, a next-generation engagement solution designed to provide immersive experiences that go beyond traditional digital formats. The platform’s evolving features—including virtual storefronts, interactive event spaces, and blockchain-enabled transactions—are expected to further strengthen Kestone’s positioning as a pioneer in cutting-edge MarTech and event technology solutions.

Utsav Highlights

Utsav has emerged as a natural extension of the MarTech division’s Event Management business, leveraging the strong client relationships and extensive vendor ecosystem cultivated over the years. Positioned as a monetization engine, Utsav is designed to capitalize on the trust built with existing clients while expanding into the lucrative weddings and social events segment. By combining the division’s proven execution capabilities with a network of specialized vendors, the brand is well-placed to deliver unique and large-scale experiences for a new category of clientele.

Although launched in the fourth quarter of FY 2025, Utsav has already generated a positive momentum, creating a good pipeline of leads for luxury weddings and brand visibility in the social events market with different commercial models evolving. Early engagements include concerts, music festivals, spiritual gatherings, cultural events for the Armed Forces, and college and university festivals. These initiatives are reinforcing Utsav’s credentials as a versatile brand with capabilities extending well beyond weddings.

The weddings segment, in particular, is supported by strong macro tailwinds. Initiatives such as the Government’s "Wed in India" campaign, the rising population of high-net-worth and ultra-high-net-worth individuals, and a large Gen-Z demographic seeking bespoke and experiential celebrations are fuelling demand for organized, professional wedding planning services. By positioning itself at the confluence of these trends, Utsav is poised to scale rapidly and establish itself as a leading player in India’s fast-growing weddings and social events market.

DEX Highlights

The most recent and largest addition to the CL Educate’s portfolio, DEXIT Global Limited represents a transformative step in the Company’s journey towards building a diversified and future-ready enterprise. With a proven track record of revenues in excess of I 200 crore and a business EBITDA margin of 17%, DEXIT brings both scale and profitability into the Group’s fold.

FY 2026 will mark a significant milestone as the first full year of operations for DEXIT as a standalone entity, having been demerged from its erstwhile technology division prior to its acquisition by CL Educate. For the financial year

2025, DEXIT reported standalone revenues of I20,513 Lacs, compared to I19,858 Lacs in FY 2024, reflecting steady growth despite its transition phase.

Importantly, DEXIT has successfully retained 100% of its marquee clients following its integration with the Group, which include leading quasi-government institutions and examination bodies. Alongside client retention, the business also secured several new high-value contracts during FY 2025, providing visibility and confidence for accelerated growth in FY 2026. In parallel, the management has initiated a structured program to unlock synergies with CL Educate’s existing businesses, particularly in areas of student outreach, corporate engagement, and institutional partnerships.

FINANCIAL HIGHLIGHTS

Particulars	FY 2024	FY 2025	% Change
Revenue from Operations	31,244	35,808	15%
Total Income	32,629	36,844	13%
Operational Expenses	28,638	33,583	17%
Total Expenses	30,253	36,433	20%
Earnings Before Interest, Tax, Depreciation & Amortization (EBITDA)	3,991	3,261	-18%
Operational EBITDA (Excluding Other Income)	2,606	2,226	-15%
Profit Before Tax	2,376	411	-83%
Exceptional Items	135	(419)	-411%
Share of loss of equity accounted investees	(113)	-	N.A.
Taxes	602	186	-69%
Profit After Tax - Continued Operations	1,797	(195)	-111%
Profit After Tax - Discontinued Operations	(216)	(934)	333%
Net Profit After Tax	1,581	(1,129)	-171%

Revenue from Operations

The Company delivered another year of resilient performance, with revenue from operations increasing by 15% to I35,808 Lacs in FY 2025, as compared to I31,244 Lacs in FY 2024. This growth was achieved despite a transitional year marked by the integration of our largest acquisition to date, and reflects the strength of our diversified business portfolio.

? A key contributor to this growth was the addition of DEXIT Global Limited, acquired on 20 February 2025. Given the timing of the transaction, DEXIT contributed revenues for only 40 days during FY 2025, adding I2,808 Lacs to the topline. From FY 2026 onwards, DEXIT will contribute a full year of revenues, significantly expanding the Group’s consolidated topline and enhancing earnings visibility. ? The MarTech division continued its strong growth trajectory, reporting revenues of I14,575 Lacs in FY 2025, a 22% increase from I 11,904 Lacs in FY 2024.

• Growth was particularly robust in the international segment, which rose by 33% to I4,429 Lacs in FY 2025 (from I3,322 Lacs in FY 2024), driven by the U.S. and Indonesia markets.

• MarTech also retained its marquee clients, executed several large-scale event properties, and expanded its client base to include more high-value engagements.

• With a growing share of international revenues and the addition of advanced technology-led offerings, the division is well positioned for continued growth momentum.

? The EdTech segment reported revenues of I18,425

Lacs in FY 2025, compared to I19,340 Lacs in FY 2024, reflecting a temporary dip driven by structural shifts in student preferences.

• An increasing number of students opted for self-prep and DIY courses, leading to a higher contribution from lower-ticket products such as test series and online modules.

• Importantly, the Platform Monetization business within EdTech registered a robust 28% growth, increasing to I2,051 Lacs in FY 2025 from I1,604 Lacs in FY 2024, while the Publishing division maintained steady revenues in line with the previous year.

Taken together, the performance across business verticals underscores the strength of CL Educate’s diversified revenue model. The integration of DEXIT Global, the continued expansion of MarTech—particularly internationally—and the repositioning of EdTech offerings

Other Income

The Company’s reported Other Income of I1,035 Lacs in FY 2025, as compared to I1,386 Lacs in FY 2024. The year-on-year variance was primarily on account of a one-time claim income of I 244 Lacs recognized in the previous year, pursuant to a favourable order received from the Hon’ble High Court of Delhi. Excluding this exceptional item, the underlying Other Income remained broadly stable.

Operating Expenses:

Cost of Material Consumed

The cost of materials consumed reduced by 3% to I911 Lacs in FY 2025, compared to I942 Lacs in FY 2024, reflecting the Company’s continued focus on operational efficiency and prudent cost management. During the year, textbook sales grew to I 4,439 Lacs in FY 2025, up from I4,300 Lacs in FY 2024, even as the Company successfully optimized its paper procurement and inventory practices.

Employee Benefit Expenses

The employee benefit expenses increased by 33% to

I6,659 Lacs in FY 2025, as compared to I5,016 Lacs in

FY 2024. This increase reflects the Company’s strategic investment in talent, driven by two key factors.

? First, the addition of DEXIT Global Limited to the CL Educate portfolio, which brought on board a highly skilled workforce with deep expertise in digital assessments. ? Second, the Company’s continued focus on strengthening its talent pool across critical functions such as business development, product innovation, and technology. These investments in human capital are expected to deliver long-term value by driving innovation, accelerating growth, and enhancing operational excellence across business segments.

Segment	FY 2024	FY 2025
EdTech	19,340	18,425
MarTech	11,904	14,575
DEX	-	2,808
Total	31,244	35,808

around student behaviour and market needs, provide a solid platform for accelerated growth and improved profitability in the years ahead.

Segment Wise Revenue (I In lacs)

Service Delivery Expenses

The service delivery expenses increased by 16% to I19,378 Lacs in FY 2025, as compared to I16,642 Lacs in FY 2024. This rise was primarily attributable to

? The addition of DEXIT Global Limited to the CL Educate portfolio, ? The strong growth of the MarTech division, which drove higher project execution costs in line with the increase in revenues.

Sales & Marketing Expenses

The sales and marketing expenses reduced by 8% to I2,209 Lacs in FY 2025, as compared to I 2,404 Lacs in

FY 2024. This decline reflects the Company’s continued focus on expense optimization and disciplined resource allocation, while ensuring effective market outreach. By leveraging digital channels and targeted campaigns, the Company has been able to maintain brand visibility and customer engagement at lower cost, thereby supporting margin expansion and profitability.

Other Expenses

Other expenses increased by 23% to I4,538 Lacs in FY 2025 as compared to I 3,876 Lacs in FY 2024 driven mainly due to addition of DEXIT to the CL portfolio.

Non-Operating Expenses

Finance Cost

The finance cost for FY 2025 stood at I834 Lacs, compared to I246 Lacs in FY 2024, representing an increase of 239%. This increase was expected and primarily attributable to the servicing of the I 20,000 Lacs loan facility availed to fund the strategic acquisition of DEXIT Global Limited, the largest transaction in the Company’s history. The acquisition is already contributing to the Group’s revenue base and is expected to be a key driver of shareholder value in the years ahead, justifying the rise in finance cost as an investment in long-term growth.

In addition, pursuant to the requirements of Indian Accounting Standards (Ind AS), the liability relating to Redeemable Preference Shares issued as part of the DEXIT Global acquisition was recognized at fair value. This resulted in the recognition of an additional liability of I 229 Lacs in FY 2025. While this is an accounting recognition under Ind AS and not a cash outflow in the current year, it reflects the Company’s adherence to the highest standards of financial reporting and transparency.

The Company has continued to service all its debt obligations in a timely manner and has maintained full compliance with its lenders. Importantly, no financial covenants were breached during FY 2025.

Depreciation & Amortization Expenses

The depreciation and amortization expenses increased by 46% to I2,016 Lacs in FY 2025, as compared to I1,383 Lacs in FY 2024. This increase is a result of both the strategic acquisition of DEXIT Global Limited amounting to 128.69 Lacs as well as compliance with Indian Accounting

Standards (Ind AS) which govern asset classification and fair value recognition.

? One of the key factors was the reclassification of the Raipur property, which was earlier disclosed as a "Disposal Asset Held for Sale." Since the property was provided as collateral for the loan availed to fund the

DEXIT acquisition, it was reclassified to Investment

Property in accordance with Ind AS 105. Consequently, depreciation was charged retrospectively for the entire period during which it was classified as held for sale, leading to a one-time increase in depreciation expense of Rs, 148.79 Lacs.

? In addition, the consolidation of DEXIT’s asset base contributed to higher depreciation during the year. Furthermore, as part of the acquisition accounting under Ind AS 103 (Business Combinations), a Purchase Price Allocation (PPA) exercise was undertaken. This resulted in the recognition of an additional intangible asset valued at I 8,335 Lacs, which will be amortized systematically over its estimated useful life. For the year ended 31 March 2025, this contributed I93 Lacs towards amortization expense.

Exceptional Expenses

The Company recorded exceptional expenses amounting to I419 Lacs during FY 2025, primarily on account of costs associated with the strategic acquisition of DEXIT Global Limited. These expenses included, among others, legal and advisory fees, due diligence costs, and expenses related to arranging the loan facility from lenders.

Discontinued Operations:

During the year, the Company took a strategic decision to discontinue its Engineering, Medical, CA, and Bank-SSC test preparation products (Cash Generating Units) in India. This forward-looking step was undertaken to enable the Group’s newly acquired subsidiary, DEXIT Global Limited (formerly NSEIT Limited), to actively participate in large-scale assessment opportunities in examinations such as JEE, NEET, Bank-SSC, and CA. By pre-emptively exiting these product categories—effective January 2025—the Company has ensured complete alignment of interests and eliminated any perception of conflict, despite the businesses operating through separate legal entities.

The market potential for DEXIT in these categories is substantial, encompassing an estimated 50 Lacs tests annually for JEE and NEET and over 100 Lacs tests for Bank-SSC, translating into a potential revenue opportunity of I300–400 Cr+ per year in the current environment. This strategic pivot positions the Group to capture a significantly larger and more sustainable share of the education and assessments value chain. While new enrolments in the discontinued segments were stopped effective January 2025, the Company remains committed to honouring and completing the delivery for all students already enrolled.

As a result of this pre-emptive repositioning, the Company has recognized an extraordinary loss of I 933 Lacs in FY 2025, in line with Ind AS 105 – Non-Current Assets Held for Sale and Discontinued Operations compared with I216 Lacs on a corresponding basis in FY 2024.

KEY RATIOS – CONSOLIDATED FINANCIALS

Ratio	FY 2024	FY 2025
Current Ratio	2.5	2.1
Debtor Turnover Ratio	4.8	3.2
Inventory Turnover Ratio	0.8	0.7
Interest Coverage Ratio	10.7	1.5
Operating Profit Margin	8.0%	3.4%
Net Profit Margin	4.8%	-3.1%
Return on Equity	5.6%	-4.2%
Return on Capital Employed	8.7%	2.3%
Book Value Per Share	52	50
Earnings Per Share	3.3	(0.4)

The Company reported a 15% increase in topline during FY 2025, reflecting strong operating performance across the MarTech and EdTech divisions and the initial consolidation of DEXIT Global Limited, which contributed only 40 days of revenue and profitability due to the timing of its acquisition. While the topline impact of DEXIT will be fully realized in FY 2026, the entire cost impact of the acquisition has already been absorbed in FY 2025. These included finance costs on the I20,000 Lacs loan facility, non-cash amortization charges arising from the Purchase Price Allocation (PPA), and transaction-related expenses such as legal, due diligence, and debt-raising costs.

As a result, certain financial ratios for FY 2025 reflect a short-term distortion. Ratios such as Interest Coverage, Operating Profit Margin, and Net Profit Margin were impacted by the upfront recognition of these acquisition-related expenses without the corresponding benefit of a full year of DEXIT revenues. Similarly, Return on Equity (ROE) and Return on Capital Employed (ROCE) declined, reflecting the higher capital employed post-acquisition.

From a strategic perspective, these movements are transitory in nature and aligned with the Company’s long-term growth objectives. The acquisition of DEXIT has strengthened CL Educate’s balance sheet with a profitable, scalable business in the digital assessments space. As the integration matures, ratios are expected to normalize from FY 2026 onwards, with improved operating leverage, higher-margin contributions from DEXIT, and revenue synergies across business segments.

The Current Ratio and Book Value per Share remain stable and healthy, reflecting a good liquidity position and shareholder value resilience. With the full-year contribution of DEXIT and the benefits of operational synergies, management is confident of restoring profitability metrics and driving sustained improvement across all key ratios in the coming periods.

OPPORTUNITIES & THREAT

DEXIT Global Limited

The acquisition of DEXIT Global Limited (formerly NSEIT Limited) opens up a wide spectrum of opportunities for CL Educate, positioning the Group at the forefront of one of the most promising adjacencies within the education ecosystem – digital assessments.

First, the acquisition allows CL Educate to significantly expand its client base. DEXIT already serves marquee quasi-government institutions such as the NTA, UIDAI, IRDAI, and ICAI with long-standing relationships built over more than a decade. The strengthened brand, backed by CL Educate’s legacy, now creates a unique platform to add large private sector enterprises and universities to its roster of clients. This diversification will broaden revenue streams, reduce dependency on a single category, and enhance resilience.

Second, the transaction provides CL Educate with access to a fast-growing global market. The digital assessments industry, valued at over US$14.8 billion in 2023 and projected to reach US$31.1 billion by 2031, is witnessing rapid adoption across education, recruitment, and professional certification. With DEXIT’s scale, security credentials, and technological edge, CL Educate is well placed to capture a meaningful share of this growth. Importantly, while DEXIT’s revenues have so far been entirely domestic, the acquisition provides a springboard for international expansion, with opportunities across Asia, Africa, and the Middle East, where demand for secure, large-scale assessment delivery is accelerating.

Third, there is significant scope to unlock synergies across the CL Group. CL Educate’s deep expertise in test preparation, institutional partnerships, and student engagement creates natural linkages with DEXIT’s core capabilities. By integrating outreach, marketing, and digital platforms, the Group can offer a seamless ecosystem ranging from test preparation and student support to large-scale examination delivery. This not only enhances client value but also creates incremental revenue opportunities.

Finally, the acquisition strengthens the Group’s technology leadership. With DEXIT’s proprietary platform, AI-enabled proctoring solutions, and robust cybersecurity framework, CL Educate now commands end-to-end capabilities that differentiate it in both domestic and international markets. These capabilities, when combined with the Group’s 30-year legacy in education and trusted brand positioning, reinforce its ability to capture sustained, profitable growth.

International Expansion – MarTech Business

The MarTech division, under the Kestone brand, has already established a strong foundation in global markets, with operations spanning the United States, Singapore, and Indonesia. This early footprint provides the Company with a unique opportunity to scale its international business and tap into the fast-growing global demand for technology-enabled marketing and experiential solutions.

International revenues recorded a 33% growth in FY 2025, underscoring both the scalability of the model and the relevance of CL Educate’s offerings for global clients. The United States, the world’s largest marketing and technology market, has shown encouraging momentum with an increasing number of clients onboarded during the year. Similarly, Indonesia and other Southeast Asian markets represent high-potential geographies, where rising digital adoption, expanding consumer bases, and growing corporate spending on customer engagement are expected to fuel long-term demand.

Looking ahead, the Company’s international strategy is anchored on two pillars:

1. High-Margin Technology Offerings – By strengthening its proprietary digital platforms, including virtual event solutions, metaverse engagement models, and AI-driven customer analytics, Kestone is positioned to deliver differentiated, higher-margin services to global clients.

2. Client Diversification and Scale Leveraging successful case studies from India and existing international projects, the division is actively targeting multinational corporations and regional leaders across key industries such as IT, BFSI, consumer goods, and pharmaceuticals.

The convergence of technology, creativity, and customer engagement provides CL Educate with a competitive edge in international markets. With continued investments in automation, AI-based innovations such as the enhancement of its virtual assistant VIRSA, and the expansion of its metaverse platform, the MarTech division is well placed to capture a significantly larger share of the global experiential marketing and demand generation industry.

International expansion, therefore, represents a high-growth, high-margin opportunity for the Group and is expected to be a key driver of sustainable value creation in the years ahead.

Threats

Macro Economic & Environmental Factors

Tariff War – US & India

While the international expansion of the MarTech division presents significant growth opportunities, certain external risks need to be acknowledged. The ongoing tariff and trade tensions between the United States and India pose a potential headwind for businesses operating across these geographies. Escalation in tariffs or the imposition of restrictive trade measures could increase the cost of doing business, impact client budgets, or delay outsourcing decisions by U.S. corporations.

As the United States is a critical market for the Company’s MarTech operations, such geopolitical and trade-related uncertainties may temporarily affect client acquisition cycles, pricing competitiveness, and overall margins. The Company continues to monitor these developments closely and is proactively diversifying its international presence across Southeast Asia and other high-growth markets to mitigate over-reliance on any single geography.

Along with MarTech Division, future imposition of sanctions by the US Government can also threaten to increase cost of materials consumed along with increase in prices of other resources necessary for expansion and growth of the Company.

Business Specific

Movement towards Self-Prep and DIY courses in Test Preparation segment

While the test preparation business remains a cornerstone of CL Educate’s operations, the segment faces certain challenges that warrant careful monitoring. A gradual shift in student preference away from traditional classroom enrolments towards self-prep and DIY digital products has been observed. Although this transition exerts pressure on average realization per student, it also reflects the

Company’s success in scaling its digital offerings, thereby ensuring that overall learner volumes continue to expand.

Another area of caution lies in the Common University Entrance Test (CUET). As the examination system continues to evolve, its relatively lower difficulty level and initial teething challenges may moderate the intensity of preparation demand in the short term. However, as CUET matures and its scope broadens to include more institutions and disciplines, the opportunity is expected to expand significantly.

In the law preparation segment, the shift in the examination cycle for CLAT and AILET to November–December has altered enrolment patterns, with students increasingly opting for longer-duration courses. While this change has resulted in the deferral of revenue recognition over multiple years, it also enhances customer stickiness and lifetime value, creating more stable revenues over time.

Overall, while these factors present short-term pressures, the growing acceptance of hybrid and digital learning models, combined with CL Educate’s strong brand equity and diversified course portfolio, positions the Company well to navigate these transitions and sustain long-term growth in the test preparation segment.

Unauthorized Reproduction and Piracy

The challenge of unauthorized reproduction, sale, and distribution of copyrighted material remains a concern for the publishing sector in India, affecting both printed books and digital formats. Piracy not only undermines the revenues of legitimate publishers but also distorts the market environment by introducing low-priced, poor-quality substitutes.

For publishers, the impact is multi-dimensional. The most immediate effect is loss of potential revenue, as sales are diverted away from genuine editions to unauthorized copies. This in turn leads to market distortions, making it difficult for legitimate players to sustain optimal pricing strategies and accurately gauge demand trends. In addition, piracy often results in inferior-quality copies reaching readers, which can dilute the brand reputation and trust carefully built by established publishers.

While piracy remains a sector-wide challenge, CL Educate continues to invest in robust digital platforms, copyright protections, and brand-led publishing strategies to safeguard its content and maintain consumer confidence.

The Company believes that its focus on quality, trusted authorship, and institutional partnerships provides a strong differentiator, ensuring that the impact of piracy on long-term growth remains limited.

Outlook and Strategy

Over the past three decades, CL Educate has consistently demonstrated its ability to anticipate market shifts, transform its business model, and create enduring value for stakeholders. From its origins in test preparation, the Company has diversified into publishing , platform monetization , MarTech, and now Social Events and Digital Assessments, each time building relevant new capabilities to capture opportunities in adjacent and emerging growth sectors. Responsiveness, agility, and adaptability have been central to this journey, ensuring resilience through changing industry cycles.

The acquisition of DEXIT Global Limited (formerly NSEIT Limited) marks the beginning of a new chapter in CL Educate’s growth story. As the fourth largest global and second largest Indian player in digital assessments, DEXIT offers scale, technology leadership, and deep entrenched client relationships that significantly enhance the Group’s value proposition. With a pan-India presence, marquee government and institutional clients, and the potential to expand internationally, DEXIT is expected to be a key engine of growth in the years ahead. Its integration creates powerful synergies with CL Educate’s existing businesses—linking student preparation, institutional outreach, and assessment delivery into a seamless ecosystem that is unique in the Indian education sector.

A clear strategic priority remains to strengthen the balance sheet. Management is committed to ensuring prudent capital allocation, efficient debt management, and sustainable cash flow generation. While the acquisition was funded through a debt facility of I20,0 Cr, the Company has a stated ambition of returning to a zero-debt position in the medium term. As part of this journey, the Board continues to evaluate a range of options, including internal accruals and selective capital raises that should accelerate deleveraging and enhance shareholder value with a clear proactive approach in balancing growth with financial discipline.

The MarTech division has delivered strong revenue growth and established an international footprint across the US and the APAC region . With technology-enabled platforms such as VOSMOS , VIRSA and an AI-driven customer analytics tool Nsight , MarTech is gradually evolving into a high-margin business with significant long-term potential.

We are continuously working towards enhancing ,value and position the organization which is driven by Strong international growth , and faster revenue growth in Digital and Technology revenues

Looking forwards CL Educate’s long-term growth strategy is anchored on four pillars:

1. Digital Assessments (DEXIT Global): Establish DEXIT as a leader in secure, large-scale digital assessments, expand beyond government and quasi-government clients into private and international markets, and leverage synergies with CL Educate’s institutional reach.

2. MarTech Expansion: Scale the international MarTech footprint, increase contributions from high-margin technology-led offerings like Digital and technology revenues , and harness automation and AI to drive innovation and profitability.

3. Test Preparation: Sustain leadership in law and MBA preparation while accelerating growth in emerging verticals such as IPM/BBA where strong demand momentum is visible. The structural shift towards digital and hybrid self-prep formats will be harnessed through scalable platforms and differentiated content.

4. Publishing and Platform Monetization: Continue to strengthen GK Publications’ role as a content engine and expand B2B partnerships with institutions and EdTech platforms scale student mobility initiatives and EasyApply to enhance visibility in higher education services.

Together, these businesses position CL Educate as a diversified, technology-enabled knowledge solutions enterprise. The integration of DEXIT Global adds scale, global relevance, and a long runway for growth, while MarTech’s international success and the resilience of the EdTech and publishing segments provide a strong foundation.

With prudent financial management, a focus on deleveraging, and a commitment to innovation and customer-centricity, the Company is confident of enhancing its revenue and profitability trajectory and creating significant long-term value for shareholders over the next 5 years.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

As a diversified enterprise, CL Educate maintains a systematic and disciplined approach to risk management, ensuring that risks are identified, assessed, and mitigated in alignment with the Group’s strategic objectives. Risk management is deeply integrated into the Company’s corporate strategy, which is built on developing a portfolio of high-caliber businesses aligned with organizational capabilities and market opportunities. This approach is complemented by a strong emphasis on distributed leadership, succession planning, skill enhancement, and capability building, enabling the organization to remain agile and future-ready.

The Company’s internal control framework is tailored to its size, nature, and operational complexities, ensuring effective oversight and compliance. The Audit Committee and Chief Financial Officer (CFO) play an active role in monitoring risk-control mechanisms and recommending enhancements where required. Internal Audit findings are regularly shared with business heads and the CFO, with corrective actions promptly undertaken to strengthen controls.

Risk Management Framework

CL Educate’s Enterprise Risk Management (ERM) framework is designed to provide a structured approach to risk oversight and is underpinned by four key pillars:

1. Risk Identification: Potential risks are identified and assessed against predefined criteria, considering both external factors (macroeconomic, regulatory, technological) and internal factors (operational, financial, strategic). The risk-management policy provides clear direction on assessing probability, impact, and translating these into overall risk levels.

2. Risk Assessment: A comprehensive assessment process is conducted in consultation with leadership, senior management, and key stakeholders across business units. Each identified risk is rated, and action plans are evaluated to address control gaps. Ongoing horizon scanning ensures emerging risks are captured proactively throughout the year.

3. Treatment and Mitigation: Based on assessments, appropriate strategies are determined—ranging from avoidance, mitigation, or contingency planning to minimize probability or impact, to risk acceptance where opportunities outweigh risks, or risk sharing with third parties.

4. Monitoring and Review: The Board of Directors, Audit Committee, and Internal Risk Management Committee meet periodically to review and validate the ERM process. Discussions focus on key risks, finalized monitoring. This continuous review process ensures that the framework remains dynamic and responsive to changing business environments.

Through this comprehensive system, CL Educate demonstrates its commitment to prudent governance, resilience, and proactive risk oversight. By embedding risk management into its strategy and operations, the Company ensures that potential uncertainties are managed effectively, while continuing to pursue opportunities that create sustainable long-term value for shareholders.

Type of Risk	Risk Covered	Segment Applicability	Mitigation Approach
Operational Risk	Inability to deliver large-scale, high-stakes assessments due to technical disruptions, infrastructure bottlenecks, or external factors.	Digital Assessments	The Company has created robust redundancies across its technology platforms and physical infrastructure, supported by a network of captive and affiliate centers. Comprehensive disaster recovery systems and periodic stress testing ensure continuity of operations and resilience in high-volume exam environments.
Data Security & Protection	Unauthorized access, breach of sensitive data, or cyberattacks on digital platforms.	Digital Assessments & MarTech	The Company is ISO/IEC and SOC2 certified, with end-to- end encryption, AI-based monitoring, and advanced firewalls protecting sensitive information. Regular penetration testing and independent security audits further strengthen trust and compliance with global benchmarks.
Economic Risk	Adverse macroeconomic factors, such as slowdown in corporate spending, currency fluctuations, or inflation.	MarTech & International Businesses	Diversification across sectors and geographies mitigates exposure to single markets. The Company emphasizes multi- year contracts with institutional clients, while ongoingefficiency programs, hedging strategies, and prudent cost management further cushion the impact of economic volatility.
Talent & Faculty Risk	Dependencyonskilledfaculty, assessors, and key talent for delivery of education and assessment services.	EdTech	Structured faculty training and certification programs, coupled with ongoing skill development workshops, ensure consistent quality delivery. A 360-degree performance feedback system and succession planning framework help retain and develop talent while reducing key-person dependency.
Technology Advancement Risk	Rapid evolution of technology leading to obsolescence of existing platforms.	MarTech & Digital Platforms	The Company is investing significantly in AI-enabled engagement tools, automation, and metaverse platforms, ensuring offerings remain at the cutting edge. Continuous R&D, partnerships with technology providers, and regular platform upgrades safeguard competitiveness and relevance in a fast-evolving landscape.
Regulatory & Compliance Risk	Changes in education, data protection, or assessment regulations impacting operations.	All business segments	The Company maintains a strong compliance and governance framework, supported by continuous monitoring of policy developments. Legal and compliance teams work closely with regulators, ensuring proactive adjustments. External audits and certifications
Reputation & Brand Risk	Damage to brand image due to service delivery failures, piracy, or external events.	EdTech, Assessments	The Company has implemented a multi-tier quality assurance system, regular faculty and content validation, and stringent delivery standards. Proactive communication strategies, strong client servicing, and brand-building campaigns help safeguard trust and reinforce market credibility.
Client Concentration Risk	Dependence on a limited number of large clients, particularly in assessments.	Digital Assessments	Ongoing efforts to diversify the client base by expanding into private sector enterprises and international markets. Long- term contracts and service innovations are being introduced to strengthen retention, while parallel business lines (MarTech, EdTech) provide natural hedges against concentration risk.
International Expansion Risk	Challenges in entering new markets, including geopolitical, cultural, or operational complexities.	MarTech	The Company follows a phased entry model into overseas markets, leveraging existing partnerships and pilot programs to reduce risk. Diversification across geographies, investment in local talent, and risk-sharing collaborations ensure controlled exposure and sustainable international growth trajectories.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) VISION

With a proud legacy of 29 Years, the organization deeply values its key stakeholders—customers, shareholders, and employees. Acknowledging the vital role each plays in shaping its success, the company is dedicated to creating exceptional value for both external and internal customers. Committed to excellence, the organization is mindful of its broader impact and has crafted its policy aligning with its internal Environmental, Social, and Governance (ESG) framework, to ensure a sustainable and impactful future for all stakeholders.

Environmental Goals

Digital Transformation

Emphasize the shift from physical to digital publications, reducing the dependency on printed materials, and encouraging e-learning solutions to minimize the carbon footprint.

Waste Management

Implement a waste reduction strategy that includes recycling and responsible disposal of printed materials. Encourage the return and recycling of outdated books and publications.

Green Event Management - Virtual Events

Enhance the VOSMOS platform to be energy-efficient, minimizing the carbon footprint associated with online events. Encourage clients to opt for virtual over physical events when possible.

Social Goals

Inclusive Marketing

Ensure that marketing campaigns are inclusive and represent diverse communities, avoiding stereotypes and promoting equality.

Diversity & Inclusion

Foster a diverse and inclusive workplace by implementing non-discriminatory hiring practices and ensuring equal opportunities for all employees, regardless of race, gender, age, or disability.

Training & Development

Provide ongoing training and career development opportunities for employees, particularly in emerging technologies like 3D web models and digital marketing.

Workplace Safety

Ensure a safe and healthy working environment for all employees, whether they are engaged in physical event management or digital operations.

Local Impact

Support local communities in the regions where CL Educate operates (India, USA, Singapore, Indonesia) through community-driven projects, and partnerships with local organizations.

Governance Goals

Board Diversity and Independence:

? Establish a diverse board of directors with a mix of skills, experiences, and backgrounds.

? Ensure a majority of independent directors on the board.

Transparency & Accountability:

Maintain transparency in all business dealings, ensuring that financial reporting, advertising practices, and contractual obligations are clear and honest.

Ethics & Compliance:

? Adhere to all relevant local and international laws and regulations in the regions where CL Educate operates, particularly concerning data privacy, labor laws, and environmental standards.

? Develop a comprehensive code of conduct applicable to all employees and partners.

? Conduct regular ethics training for all employees.

Third-Party Vendor Management:

Establish a rigorous vendor selection process to ensure that third-party partners, especially those involved in printing and event management, comply with ethical and environmental standards.

Stakeholders’ Engagement:

Regularly engage with stakeholders, including employees, customers, investors, and the communities served by CL Educate, to gather feedback and improve ESG practices.

Digital Platforms:

Ensure that the VOSMOS platform and other digital services adhere to the highest standards of data security and privacy, protecting the personal and financial information of all users.

Sustainable Innovation:

Invest in R&D to develop new, sustainable technologies and solutions, particularly in the areas of digital education, experiential marketing, and 3D web models.