CL Educate Ltd Management Discussions

1. Economic and Industry Context

The year was not without global headwinds. Heightened conflict in the Middle East disrupted key shipping corridors — with rerouting away from the Red Sea raising freight costs, insurance premia and delivery times — while episodic volatility in crude-oil prices and elevated geopolitical uncertainty weighed on world trade and investment sentiment. India navigated these pressures comparatively well, supported by diversified energy sourcing, robust foreign-exchange reserves and predominantly domestic drivers of demand; nonetheless, a prolonged escalation remains a watch-point for inflation, external balances and corporate confidence worldwide.

FY 2025-26 unfolded against a constructive macroeconomic backdrop. Indias real Gross Domestic Product is estimated to have grown by approximately 7.7%, among the fastest rates of any major economy, supported by resilient domestic consumption, firm investment and moderating inflation. Within this environment, the markets the Company serves — education and EdTech, marketing technology and experiential engagement, and digital assessments — continued to expand, driven by demographic depth, rising household prioritisation of education and skilling, deep digital adoption and supportive public policy under the National Education Policy 2020. A detailed, externally sourced treatment of these markets is provided in the Industry Report; this discussion focuses on the Companys own performance and strategy.

2. Company Overview

Founded in 1996, CL Educate Limited has evolved from a single learning centre into one of Indias most diversified education and technology groups, with a strong domestic presence and operations extending to the United States, Singapore, Indonesia, the UAE, Mauritius and Africa. Today the Group operates across two synergistic strategic segments — EdTech, spanning Learning & Development (under the Career Launcher brand) and Digital Assessments (through DEXIT Global Limited), and MarTech (under the Kestone brand, including the Utsav venture) — with a vision of enabling excellence for students and enterprises alike.

2.1 Organic expansion

From inception, the Company has consistently innovated in line with industry transitions and consumer needs: the move into platform monetisation and the start of student-mobility services with the incorporation of CLMedia (2008); geographical expansion of the MarTech business into the United States, Singapore and Indonesia (2016–2023); the launch of international student mobility and study-abroad services (2022); specialised CUET preparation aligned to Indias single largest undergraduate entrance ecosystem (2022); and the launch of the Utsav brand, carrying the Groups experiential expertise into Indias weddings and social-celebrations economy (2024-25).

2.2 Inorganic expansion

Parallel to organic growth, a series of carefully considered acquisitions has strengthened the Companys market position and provided entry into synergistic verticals: Law School Tutorial (2003), which established the Company in law-entrance preparation; Kestone Integrated Marketing Services (2008), since repositioned from Manpower services provider into a full-scale integrated Marketing services and solutioning organization with now a dedicated technology Solutioning arm offering solutions on Virtual Events , Web 3.0 Transformation and Agentic AI ABM (Account based marketing) Services; GK Publications (2011), a forward integration into competitive-examination publishing; and, most recently, DEXIT Global Limited (formerly NSEIT Limited) in 2025 — the Companys entry into the high-growth digital-assessments space and one of the most significant transactions in its history.

3. Business Segments

Consistent with the strategic view adopted by management, the Group presents its operations under two segment heads: EdTech — comprising Learning & Development (test preparation, coaching, publishing and student mobility under the Career Launcher brand) and Digital Assessments (DEXIT Global) — and MarTech (Kestone, including the Utsav weddings and social-events venture). The audited consolidated financial statements identify three operating segments under Ind AS 108; the sub-segment presentation in this report aggregates exactly to that audited disclosure.

3.1 EdTech — Learning & Development (Career Launcher)

The EdTech segment, delivered under the flagship Career Launcher brand, comprises three verticals — test preparation and coaching; publishing and content monetisation; and student mobility and platform monetisation. Combining digital platforms with an extensive network of business-partner centres, the Company maintains a pan-India presence spanning over 100 cities and 150-plus centres, reaching aspirants across metros as well as Tier-2 and Tier-3 cities.

The product suite spans three primary categories: Aptitude Products for management and law entrances (CAT, XAT, SNAP, CLAT, AILET, BBA, IPMAT); Knowledge Products for engineering, technical and university-level admissions (GATE, CUET); and International Education Products for globally recognised examinations (GRE, GMAT, SAT, TOEFL, IELTS), complemented by admission consultancy for institutions in India and abroad.

Operational highlights

The division continued to serve a learner base of more than half a million students (paid and free). While overall outreach remained broadly consistent year on year, the composition of paid users shifted meaningfully, altering the revenue mix:

? Undergraduate. The IPM/BBA programmes recorded strong double-digit growth in FY26, emerging as a third pillar of the test-prep division alongside Law and MBA. This builds on a now well-established shift in law-entrance preparation toward longer, two-year formats since the CLAT/AILET exam calendar moved to November–December, which continues to support healthier ARPU and more even revenue recognition through the year.

? Postgraduate. MBA preparation retained its flagship status and the largest share of revenues, with higher enrolments reflecting preference for self-directed, lower-ticket DIY digital courses — over traditional high-value classroom programmes — partially affected yield, even as it validated the success of the Companys digital offerings.

For FY26, EdTech revenue was 163.2 crore (FY25: 184.3 crore). This reflects a deliberate reshaping of the portfolio: a planned exit from certain coaching categories (Engineering, Medical, CA and Bank/SSC), discussed in Sections 3.2 and 5, undertaken to enable the assessments business to pursue the corresponding examination-delivery opportunities without conflict of interest. The strategic direction is toward scalable, asset-light digital products that align with evolving learner preferences and improve the segments margin profile over time. The retained portfolio remains vibrant — led by strong double-digit growth in IPM/BBA preparation and continued leadership in MBA and Law — and the categories vacated directly enable the Groups assessments business to bid for the corresponding examination-delivery mandates entirely free of conflict, exchanging lower-yield coaching revenue for a materially larger, annuity-like assessment opportunity.

3.2 EdTech — Digital Assessments (DEX)

Delivered through DEXIT Global Limited (formerly NSEIT Limited, a former step-down subsidiary of the National Stock Exchange of India), the Digital Assessments pillar places the Company among the leaders of a high-growth, technology-intensive and globally scalable segment. The market backdrop is compelling: the global assessment-services market is projected to reach about US$32.7 billion by 2033, a CAGR of around 13.8% (Coherent Market Insights, March 2026 edition), with online platforms already accounting for about 61% of global delivery, while online proctoring and computer-based testing are the fastest-growing modes, with Asia-Pacific the fastest-growing region. Industry estimates, compiled from the disclosures of examination-conducting bodies, suggest that more than 90 million individuals in India undertake some form of assessment each year, and the National Testing Agency alone plans to administer assessments for around 15 million candidates annually at scale. DEXIT Global ranks among the largest digital-assessment providers in India and globally, with reach extending across virtually every district in the country. Over a nearly two-decade journey it has delivered more than 55 million assessments, supported by a proprietary, highly secure platform that spans the full lifecycle — content development (in 14 languages), registration and verification, scheduling, secure delivery, AI-enabled live and automated proctoring, results management and grievance redressal.

DEXITs leadership is reinforced by deeply entrenched, decade-plus relationships with marquee institutions including IRDAI, NISM, UIDAI, DGT, ICAI and NTA, serving as a critical backbone for Indias examination and certification ecosystem across recruitment and promotion examinations, professional certifications, vocational assessments, university and national entrance examinations, and employability-enhancement programmes. For FY26 — its first full year within the Group — DEX revenue was 223.3 crore, making it the Companys largest pillar by revenue, with a segment result of 34.5 crore. mySATHI — deepening academic engagement and IP-based testing and learning

During the year, the Group significantly deepened DEXs engagement with academic institutions and made a strategic entry into IP-based testing and learning with mySATHI, launched on 23 January 2026. At its core is SATHI — the Scholastic Aptitude Test for HigherEd Institutions — an on-demand, computer-adaptive, multilingual, culture- and domain-neutral assessment that measures the 4Cs of Critical Thinking, Creativity, Collaboration and Communication. Positioned as a selection test rather than an elimination test, SATHI offers institutions a fair, NEP-aligned primary or alternate admissions route built on transparent scores and multi-dimensional 4C analytics, and gives students a far richer understanding of their readiness than ranks alone.

The platform spans the full learner journey — SATHI NAO for early aptitude and scholarship readiness (Grades 8–10), SATHI 4C for university admissions (Grades 11–12) and SATHI-X for employability. Institutions subscribe to three assessment suites: 4C readiness analytics; personality and psychometric assessment; and a 24×7 AI-interview engine scoring candidates on more than 40 competencies. Students receive five levels of feedback — from item-wise response replay and drill-down analytics to career guidance — alongside self-paced learning, realistic practice tests and an integrated EasyApply service to send scores and track applications to multiple universities from one place.

Delivery is powered by DEXITs assessment infrastructure — a network with the capability to deliver over 15 million assessments a year across 230+ locations — enabling testing at centres or from home, in India and internationally. Early traction is encouraging: 18 institutions have been empaneled covering over 900 courses, with a growing pipeline of universities and schools in advanced engagement across India, South Asia, Africa, South-East Asia and West Asia, and an ambition of reaching 3.5 million students by 2028. Empanelment is now open — institutions can register at www.mysathi.org or scan the QR code below.

3.3 MarTech (Kestone)

The MarTech segment, delivered under the Kestone brand, has evolved over two decades from a traditional event-management firm into a full-spectrum marketing-technology provider serving corporates in India and internationally (the United States, Singapore and Indonesia). Its integrated portfolio spans:

? Experiential marketing and event management — product launches, dealer meets, sales conferences, seminars and large-format exhibitions and MICE engagements that build brand equity and business results.

? Demand generation, digital marketing and communications — web, content, social, email and targeted digital advertising, combining creative content with analytics and campaign optimisation.

? Customised Engagement Programmes (CEPs) — loyalty and rewards programmes, audience generation and management, and pipeline and lead-management solutions.

? Virtual events and metaverse transitioning— converting two-dimensional digital platforms into immersive, three-dimensional, metaverse-enabled environments using AR, VR and related technologies.

VIRSA, Kestones proprietary AI assistant, is woven through the Kestone virtual-event platform and the VOSMOS meta-commerce ecosystem. It personalises every stage of the event journey — curating sessions and content to each participants profile and live behaviour, enabling smart matchmaking and networking, transcribing conversations and qualifying leads in real time — and client deployments have recorded multi-fold lifts in participant engagement. By embedding AI across its entire event-technology stack, Kestone competes as a technology-led experiential-marketing partner rather than a conventional events agency. For FY26, MarTech revenue grew approximately 11% to 161.6 crore (FY25: 145.7 crore).

3.4 MarTech Utsav: HNI weddings and social events

During the year the Group operationalised Kestone Utsav Private Limited (incorporated on 20 December 2024), a dedicated subsidiary focused on organising high-net-worth (HNI) weddings and premium social events. The venture extends the Companys two-decade experiential-marketing and event-management expertise into Indias largest celebration economy, targeting the most attractive, premiumising tier of the market.

The opportunity is substantial. India is the worlds largest wedding market by volume, with an industry estimated at approximately US$130 billion a year; the 2025 peak wedding season alone was projected to generate around 6.5 lacs crore of trade from roughly 46 lacs weddings. Utsav addresses the upper tiers specifically — an estimated 50,000 weddings a year are budgeted at 1 crore or more — and the fast-growing destination-wedding segment, valued at around 2.5 lacs crore and growing at roughly 35% a year, where the majority of weddings above 1 crore are now hosted. The Governments Wed in India campaign, aimed at repatriating the US$10–14 billion of high-budget Indian weddings currently hosted overseas, provides a further tailwind. Positioned as an exclusive, asset-light, experience-led brand, Utsav targets at least a 1% share of its addressable segment within three to five years.

FY26 performance. In its first, foundational year of operations, Utsav recorded a topline of approximately 6 crore with an EBITDA loss of approximately 1.4 crore — an expected outcome for a launch year, reflecting investment in brand-building, client acquisition and the assembly of a specialist delivery team ahead of scale. Given the asset-light model, the segment is expected to improve its margin profile as event volumes and average ticket sizes build. The early-stage loss is modest in the context of the Group and is a deliberate investment in a large, resilient and high-value adjacency.

4. Shareholder Value Creation — the DEXIT Acquisition

The acquisition of DEXIT Global Limited marks the most significant milestone in the Companys growth journey to date — a direct expression of its strategy to diversify into high-growth adjacencies within the education and assessment ecosystem while unlocking long-term shareholder value. The investment rationale rests on five pillars:

? Expansion within EdTech — strengthening the Companys position in adjacent education segments and broadening its service offering.

? Entrenched client relationships — 12–15-year legacies with Indias most trusted examination bodies, providing unmatched credibility and stability.

? Multi-modal delivery — capability across the full spectrum of assessments, from corporate recruitment to professional certification and national entrance tests.

? Cutting-edge proprietary technology — a uniform, secure and scalable assessment experience powered by AI-enabled proctoring and advanced analytics.

? Robust security infrastructure — adherence to global standards of data security and governance, instilling confidence in clients and stakeholders.

Financial upside. The assessments business materially strengthens the Groups earnings profile and shifted its revenue orbit, contributing the largest share of segment result in its first full year of consolidation. As deleveraging progresses and finance costs normalise, the acquisition is expected to support both scale and margin expansion. Future outlook. Historically anchored by quasi-government and regulatory clients and by domestic operations, the business is now pursuing a dual diversification strategy under the Group — expanding into the private sector and, in time, internationally — to broaden its customer mix, reduce single-market dependency and enhance resilience. As a planned post-acquisition step, the wholly owned subsidiary DEXIT Global Limited has applied for a process of capital reduction before the National Company Law Tribunal, Mumbai, and a dedicated Board sub-committee continues to guide integration and strategy.

Strategic significance. More than an expansion, the transaction firmly establishes CL Educate as a diversified knowledge-solutions provider with leadership across EdTech, MarTech and Assessments — gaining scale and resilience in a segment that is mission-critical to Indias education and employability agenda, while building a platform to address global opportunities.

5. Financial Performance Review

A transformational year of scale. Consolidated revenue from operations rose 53% to 548.1 crore (FY25: 358.1 crore) and total income rose 55% to 569.6 crore (FY25: 368.4 crore). EBITDA more than doubled, increasing 113% to 69.4 crore (FY25: 32.6 crore), and the EBITDA margin expanded to 12.2% from 8.9%. The step-change reflects the first full-year contribution of the digital-assessments business alongside continued growth in marketing technology.

Revenue Bridge: FY25 FY26

_ crore • EdTech (L&D + Assessments) and MarTech • positive: blue, negative: orange

Revenue bridge, FY25 ? FY26 ( crore). The first full year of DEXIT drove the increase, partly offset by the deliberate transition in the Learning & Development business.

Understanding the reported loss. Despite the marked improvement at the operating level, the Group reported a net loss of 26.0 crore (FY25: net loss of 11.3 crore). The reported loss arises almost entirely below the operating line, from factors that are either non-cash or directly associated with the recent acquisition. The bridge below traces EBITDA of 69.4 crore through to the reported net loss:

From EBITDA toNe t Loss

_ crore • FY26 • positive: green, negative: blue, net loss: maroon

? Depreciation and amortisation of 41.4 crore (FY25:

20.2 crore) reflecting a full year of amortisation of intangible assets recognised on the acquisition (other intangibles of approximately 148 crore and goodwill of approximately 166 crore arose on the business combination accounted for under Ind AS 103) and a larger asset and right-of-use base. This charge is non-cash.

? Finance costs of 43.6 crore (FY25: 8.3 crore) — the first full year of servicing the debt raised to fund the acquisition.

? Net exceptional charge of 4.8 crore — a one-time provision of 5.1 crore on enactment of the new Labour Codes (gratuity and leave-encashment past-service cost) and a 5.3 crore write-off of a long-outstanding trade receivable, partly offset by 5.5 crore of one-time income from the true-up of deferred consideration on the acquisition.

? Tax of 1.1 crore and a 4.5 crore loss from discontinued operations (FY25: 9.3 crore), being the tail of the products the Group deliberately exited.

Crucially, earnings quality strengthened in cash terms: net cash generated from operating activities rose almost five-fold to 79.1 crore (FY25: 16.4 crore), comfortably funding interest servicing and capital expenditure. The reported loss is therefore substantially a function of non-cash amortisation and acquisition-related financing rather than a deterioration in the underlying business.

5.1 Consolidated financial summary

crore
(consolidated)	FY 2025-26	FY 2024-25	Change
Revenue from operations	548.1	358.1	+53%
Total income	569.6	368.4	+55%
EBITDA	69.4	32.6	+113%
EBITDA margin	12.2%	8.9%	+330 bps
Finance costs	43.6	8.3	+423%
Depreciation & amortisation	41.4	20.2	+106%
Loss before tax	(20.4)	(0.1)	\u2014
Net loss for the year	(26.0)	(11.3)	\u2014
Net cash from operations	79.1	16.4	+383%

EBITDA is computed on a basis consistent with the prior year (profit/(loss) before exceptional items and tax, adjusted to add back finance costs and depreciation & amortisation).

6. Segment Performance

Under Ind AS 108, the audited consolidated financial statements identify three operating segments — with discontinued businesses and the Companys Section

8 CSR arm grouped under Others. Consistent with the management view described in Section 3, performance is presented below under the Groups two strategic heads — EdTech (comprising Learning & Development and Digital Assessments) and MarTech — with sub-segment detail that aggregates exactly to the audited disclosure. The year saw a decisive shift in the revenue mix toward assessments: the EdTech segment contributed approximately 70.5% of revenue, within which Digital Assessments is now the largest contributor at approximately 41% of Group revenue.

	Revenue	Revenue	Result	Result
crore	FY26	FY25	FY26	FY25
EdTech \u2014 Learning	163.2	184.3	(5.3)	21.0
& Development
EdTech \u2014	223.3	28.1 *	34.5	(0.0) *
Assessments (DEX)
EdTech (total)	386.5	212.4	29.2	21.0
MarTech	161.6	145.7	1.0	5.8
Total	548.1	358.1	30.1	26.4

Segment result is before unallocated expenses, other income, finance costs and exceptional items.

* FY25 DEX reflects a 40-day stub following acquisition in February 2025. The two heads aggregate the three audited operating segments without adjustment.

Within EdTech, Digital Assessments was the standout, contributing 223.3 crore of revenue and 34.5 crore of segment result in its first full year, taking the EdTech head to 386.5 crore of revenue and a net segment result of 29.2 crore despite the planned transition in Learning & Development (revenue of 163.2 crore, result of (5.3) crore, reflecting the structural shift toward self-prep and the deliberate exit from conflicting coaching products, as discussed in Sections 3.1 and 3.2). MarTech grew steadily (+11%) to 161.6 crore with a result of 1.0 crore as it invests in international expansion, AI-led platforms and the Utsav launch.

7. Key Financial Ratios

In accordance with the SEBI Listing Regulations, the table below sets out the Groups key financial ratios, with explanations where a ratio has changed by 25% or more relative to the prior year.

Ratio	Formula Used	FY 2025-26	FY 2024-25
EBITDA Margin	EBITDA / Total Income	12.2%	8.9%
Net Profit Margin	Net Profit / Total Income	(4.6%)	(3.1%)
Return on Net Worth	Net Profit / Total Equity	(10.4%)	(4.2%)
Debt-Equity Ratio (x)	Total Debt / Total Equity	0.9	0.9
Current Ratio (x)*	Current Assets / Current Liabilities	1.2	1.5
Inventory	Cost of Goods	0.8	0.6
Turnover (x)	Sold / Closing Inventory
Trade Receivables Turnover (x)	Net Sales / Average Receivables	5.8	4.1
Book Value per Share ()	Total Equity / No. of Shares Outstanding	46.2	49.8

*Current Ratio is presented net of the Redeemable Preference Shares (RPS) escrow amount and redemption obligation in both years, to present liquidity on a comparable basis across periods.

Ratios are computed on a consolidated basis; turnover ratios use year-end balances. Net worth is total equity including non-controlling interest.

Explanation of significant movements

? Profitability. EBITDA margin expanded by 330 bps to 12.2% (FY25: 8.9%), reflecting operating leverage following the DEXIT acquisition and continued cost discipline across the Group. Net profit margin and

Return on Net Worth moderated to (4.6%) and (10.4%) respectively, driven by the disproportionate increase in finance costs and depreciation associated with acquisition financing, as discussed in Section 5.1.

? Current ratio moderated from 1.5x to 1.2x (net of RPS), driven principally by a reduction in net current assets — from 325.6 crore to 251.8 crore — as cash and other current assets were deployed toward the DEXIT acquisition and debt servicing during the year, while net current liabilities remained broadly stable. Liquidity remains adequate to support the Groups operating requirements.

? Inventory turnover improved from 0.6x to 0.8x, reflecting tighter inventory management, as closing inventory reduced to 11.78 crore (FY25: 13.87 crore) even as the cost of goods sold rose to 9.54 crore (FY25: 7.98 crore), supported by the planned drawdown of stock-in-trade and work-in-progress balances through the year.

? Trade receivables turnover improved from 4.1x to 5.8x, reflecting stronger collections, with trade receivables reducing to 79.7 crore (FY25: 110.6 crore) even as revenue from operations grew 53% during the year.

8. Financial Position, Liquidity and Capital Structure

The consolidated balance sheet remained robust. Total assets stood at 897.9 crore as at 31 March 2026 (FY25: 896.9 crore), and net worth (total equity) was 250.6 crore (FY25: 269.4 crore), the reduction reflecting the years reported loss; book value per share was 46.2 (FY25: 49.8). Liquidity strengthened: cash and cash equivalents together with other bank balances rose to 283.8 crore (FY25: 232.4 crore), supported by the near five-fold increase in operating cash flow to 79.1 crore. Within this, the Group carries obligations under redeemable preference shares issued as part of the deferred consideration, amounting to 194.75 crore as at 31 March 2026 (FY25: 142.13 crore). The year-end cash position covers this redemption obligation in full — leaving cash of approximately 89 crore after providing for it entirely — a deliberate build-up of redemption cover: cash consciously accumulated and earmarked to retire the instrument as it falls due, keeping the Group firmly on its stated path toward a substantially debt-free balance sheet. Total borrowings reduced modestly to 232.8 crore (FY25: 241.3 crore), and the debt–equity ratio was 0.93x. Net cash used in investing activities was only 6.5 crore (FY25: 245.3 crore, which had included the acquisition). The Group remains committed to a disciplined deleveraging path and to its stated objective of moving toward a substantially debt-free balance sheet over the medium term.

Contingencies. The Group is contesting certain Goods and Services Tax demands relating to earlier periods — including a matter concerning the treatment of books supplied as part of composite coaching services, and a demand pertaining to a former subsidiary since merged into the parent. Based on legal advice and, in a comparable matter, a favourable Supreme Court ruling under the erstwhile service-tax regime, management believes it has reasonably strong grounds and accordingly no provision has been recognised. These matters are described in the notes to the financial statements.

9. Opportunities

? Scaling digital assessments. With more than 90 million examinations conducted in India each year and a decisive shift toward secure computer-based testing, the assessments pillar has a long runway — across government and PSU recruitment, professional certification, university examinations and corporate hiring — with further potential to expand into the private sector and internationally.

? International expansion in assessments. The global assessment-services market is projected to reach about US$32.7 billion by 2033 (a CAGR of around 13.8%, Coherent Market Insights), with North America (~36.7%) and Europe (~23.5%) together accounting for roughly 60% of global demand and online platforms already ~61% of delivery. DEXIT Globals proprietary multilingual platform, AI-enabled proctoring, internationally recognised security certifications and two decades of high-stakes delivery position the Group to export Indian assessment capability — initially across Asia, Africa and the Middle East, where remote proctoring is increasingly mandated for national qualification examinations, and progressively into developed markets through certification and workforce-assessment partnerships.

? Skills-gap and workforce assessment. Globally, employers focus on skills-gap evaluation, certification of non-traditional learning and adaptive, personalised testing (Coherent Market Insights) opens recurring corporate demand adjacent to the Groups government and regulatory franchise.

? Cross-pillar synergies. The Groups decades of expertise in test preparation, content and institutional relationships create natural linkages with the assessments business, enabling an integrated ecosystem from preparation and student support to large-scale examination delivery.

? Asset-light EdTech. The shift toward self-prep opens scalable, higher-margin opportunities in test series, digital self-prep modules and micro-learning, alongside growth in undergraduate streams (BBA, IPM, Law).

? International, AI-first MarTech and Utsav.Rising global demand for technology-enabled marketing, virtual and hybrid engagement and AI-driven analytics supports international expansion, while Utsav opens a large, high-value adjacency in social celebrations.

10. Navigating the Age of Artificial

How AI is reshaping CL Educates businesses — and how the Group is responding.

Artificial intelligence is not a distant inflection point for the education and services industry — it is a present reality, actively reshaping how students learn, how enterprises market, how assessments are conducted and how organisations are run. For CL Educate — a Group spanning Learning & Development (Career Launcher), Digital Assessments (DEXIT Global) and integrated marketing services (Kestone) — the rise of AI presents both significant tailwinds and meaningful risks that demand active management. This section sets out how AI is affecting each principal business, the aggregate effect on the Group, and the concrete steps being taken to ensure CL Educate is on the right side of this transformation.

10.1 EdTech — Learning & Development

(Career Launcher): AI as a force multiplier

Career Launcher has served over 2.5 million students to date and currently serves approximately 80,000–100,000 students annually across CAT, CLAT, CUET, GMAT, GRE and other competitive examinations. Generative AI and adaptive learning are transforming the very nature of test preparation — compressing timelines, personalising instruction and raising expectations of real-time feedback — while abundant free, AI-driven content now offers students a genuine technology-led alternative to conventional test-prep services.

The opportunity. AI-powered adaptive learning is the single biggest upgrade to the pedagogy of test preparation since the migration online. Career Launcher has invested in Aspiration.ai, its AI-driven learning platform, which delivers personalised mock tests, rank-prediction analytics, performance benchmarking and AI-enabled MBA profile-assessment tools — embedding the intelligence of a seasoned tutor into a scalable digital product. Beyond learning delivery, AI is transforming student acquisition (counselling bots, predictive lead scoring), content creation (rapid, large-scale question-bank generation) and operational efficiency (automated scheduling, batch optimisation and faculty allocation across the 150-plus-centre network).

The risk. The same technology lowers barriers for new entrants: AI enables nimble competitors to build high-quality digital content at a fraction of historical cost, and as AI tutors improve, the rationale for long-duration physical classroom programmes faces increasing pressure. The structural response is clear — Career Launcher must complete its evolution from a content-delivery organisation to a learning-outcomes organisation, where the moat is the quality of results produced, the depth of proprietary student data and the trust of the brand, not the volume of content held.

10.2 EdTech Digital Assessments (DEXIT Global): AI as a strategic accelerator

For DEXIT, AI is not a peripheral enhancement — it is the foundation of its next growth chapter. The appointment of Dr. Abhay Jere as Managing Director and CEO in March 2026, bringing deep expertise in AI-enabled platforms, SaaS and large-scale digital transformation, signals the Groups intent to position DEXIT at the forefront of AI-driven assessments. Specific applications with transformational potential include:

? AI-powered adaptive assessments — dynamically adjusting question difficultyand format in real time to candidate response patterns, improving both validity and candidate experience.

? Intelligent proctoring — AI-based remote invigilation using computer vision, behavioural analytics and anomaly detection, enabling scale beyond physical centres into homes, offices locations.

? Automated item generation and validation — AI-assisted question-bank creation that reduces the time and cost of examination design while preserving psychometric rigour.

? Candidate analytics and score reporting — AI-generated insights for recruiters and institutions that go beyond raw scores to competency mapping and predictive performance profiling.

? Fraud detection and integrity management — AI systems that identify impersonation, collusion and manipulation attempts in real time across the delivery network.

DEXITs scale gives it a data asset of extraordinary strategic value: more than 55 million assessments delivered over nearly two decades, in a country where, per industry estimates, more than 90 million individuals undertake some form of assessment each year. AI systems trained on this proprietary corpus can deliver assessment intelligence that is difficult to replicate — reinforcing a durable moat in a market where DEXIT already holds a leading share of Indias organised digital-assessment industry, within a global market projected to grow from about US$13.2 billion in 2026 to US$32.7 billion by 2033 (Coherent Market Insights). The principal risk is the pace of technology change relative to regulatory and institutional adaptation: government examination bodies are rightly conservative in adopting AI-driven methods, and DEXITs critical capability will be to act as the trusted partner guiding institutions through this transition rather than disrupting existing mandates.

10.3 MarTech (Kestone): AI as both disruptor and enabler

With revenue of 161.6 crore in FY26 (up approximately 11%), Kestone serves a diversified blue-chip client base across the technology, pharmaceutical, BFSI and FMCG sectors in India and internationally, operating at the intersection of enterprise events, MarTech, brand marketing and sales acceleration.

The opportunity. AI is accelerating the very services Kestone provides: hyper-personalised audience engagement at live events (AI-curated content journeys, real-time sentiment analysis); a GTM-acceleration practice enhanced by AI-powered intent data, predictive lead scoring and automated nurture workflows; and dramatic gains in creative productivity, campaign optimisation and content localisation. The rise of personalisation at scale increases the strategic value of integrated partners able to connect audience data, creative execution and event experiences into one coherent brand journey — precisely Kestones positioning.

The risk. Generative AI threatens to commoditise services that currently command healthy margins — routine content creation, standard design and templated campaign management — and as enterprise marketing teams adopt AI internally, demand for outsourced execution may compress. Kestones response is to move deliberately up the value chain: from execution to strategy, from content production to insight generation, and from event management to measurable return-on-investment delivery.

10.4 The Group view — an asymmetric opportunity

Taken together, AI presents CL Educate with an asymmetric opportunity: all of the Groups principal businesses operate in sectors where AI adoption accelerates growth for well-positioned incumbents with proprietary data, established trust and delivery scale — precisely the attributes the Group possesses. The risk of inaction is equally asymmetric: businesses that do not embed AI into their core processes risk seeing their competitive positions erode faster than at any prior point in the

Groups history. Management is mindful of three risks that AI amplifies across all businesses: talent displacement without managed reskilling; data privacy and algorithmic bias in student- and candidate-facing applications; and over-dependence on third-party AI infrastructure without building proprietary capability.

10.5 The Groups response — four pillars

? Embed AI in core products. Career Launchers Aspiration.ai platform is being continuously enhanced with adaptive-learning algorithms, AI-powered rank prediction and intelligent counselling; Kestone is building AI-enabled campaign intelligence and event personalisation into client delivery; and DEXIT is investing in AI-based proctoring, adaptive assessment delivery and automated item generation, with new leadership accelerating the roadmap.

? Build proprietary data assets. Decades of student-performance data at Career Launcher, years of enterprise campaign data at Kestone and 55 million-plus assessments at DEXIT constitute a proprietary corpus of unmatched domain relevance; the Group is investing in data architecture and governance to keep these assets structured, protected and productised.

? Transform talent and culture. Teams are being actively reskilled in the AI tools relevant to their functions

— AI-assisted teaching and content creation, AI-driven campaign management and technology product management — with the FY26 leadership appointments bringing AI-native thinking into the Groups senior ranks.

? Scale internationally through AI. AI materially lowers the cost of geographic expansion by enabling digital-first delivery of education, assessment and marketing services without proportionate physical infrastructure — directly supporting the Groups ambitions across Singapore, the GCC, Indonesia and North America.

CL Educate enters FY 2026-27 a materially larger, more diversified and more technologically capable organisation than at any prior point in its history. The AI transition will demand continued investment, cultural adaptation and hard choices about which parts of the legacy model to transform; but the Group enters this period with a rare combination of assets — nearly three decades of brand trust, a student and client base of millions, proprietary data at scale and a leadership team willing to make bold, forward-looking decisions. The question for every education and services business is no longer whether AI will change the industry, but whether one is shaping the change or being shaped by it. CL Educate is committed to being on the right side of that answer. Statements in this section are forward-looking; readers should refer to the Cautionary Statement in Section 16.

11. Risk Management — Risks across the Segments

The Group operates an enterprise risk-management framework through which the Board and management identify, assess and mitigate the principal risks to the business. Given the Companys diversification, the risk profile differs by segment; the most significant risks, and the Groups responses, are set out below by pillar, followed by cross-cutting financial, regulatory and macroeconomic risks.

11.1 EdTech — Learning & Development (Career Launcher)

? Behavioural shift to self-preparation. Migration toward self-directed, lower-ticket DIY digital products exerts pressure on average revenue per user. The Group is responding by scaling higher-margin digital products and broadening its undergraduate (BBA, IPM, Law) and other streams.

? Examination-pattern and policy changes. Changes to examination schedules and formats (such as the rescheduling of law entrances and the evolution of the common university entrance test) can alter enrolment patterns and the timing of revenue recognition.

? Franchise / business-partner model. A substantial share of coaching delivery (approximately 75%) is through a business-partner (franchisee) network. This brings dependence on partner performance, the need for consistent quality and brand standards across locations, and exposure to partner churn. The Group mitigates this through partner selection, training, standardised content and pedagogy, brand governance and quality monitoring.

? Intellectual property and content piracy. Unauthorised reproduction of copyrighted content remains a sector-wide concern, addressed through secure digital platforms, copyright protection and brand-led strategies.

? Threat from AI / free content / same availability. The rapid proliferation of generative AI tools has made high-quality educational content — explanations, practice questions, summarisation, and even personalised tutoring — freely or near-freely available at scale, narrowing the differentiation that paid coaching and content products have traditionally offered. This risks commoditising lower-value SKUs and accelerating the shift toward self-prep, DIY learning models already observed in the sector. The Group mitigates this by repositioning its offerings around proprietary, outcome-linked value that free AI tools cannot replicate — structured pedagogy, verified assessment and certification, and mentor-led guidance — while itself investing in AI-native products to stay ahead of the substitution curve rather than compete against it.

11.2 EdTech — Digital and Online Assessments (DEXIT Global)

? Client and contract concentration. The business has historically been anchored by large government, regulatory and quasi-government clients and by domestic operations. Renewal cycles, tender outcomes and any reallocation of examination-conducting mandates represent a concentration risk, which the Group is addressing through a deliberate strategy of diversification into the private sector and, over time, internationally.

? Examination integrity and security. The integrity of high-stakes examinations is paramount; any security lapse could carry reputational and contractual consequences. The Group maintains rigorous security protocols, AI-enabled proctoring and identity verification, aligned with the Public Examinations (Prevention of Unfair Means) Act, 2024.

? Data security and privacy. The business handles large volumes of sensitive candidate data and must comply with the Digital Personal Data Protection Act, 2023; the Group maintains internationally recognised information-security certifications and continually invests in its security infrastructure.

? Online-assessment platform availability. Online and remotely proctored examinations depend on uninterrupted platform performance, data-centre capacity and candidate connectivity; an outage or degradation during a high-stakes examination window could disrupt lacs of candidates. The Group mitigates this through redundant infrastructure, load and surge testing, disaster-recovery protocols and structured incident management.

? Remote-proctoring integrity and AI-assisted malpractice. Online delivery faces continuously evolving malpractice techniques, including the misuse of generative-AI tools — an ongoing integrity arms race. The Group counters this with layered AI-plus-human proctoring, biometric and identity verification, secure-browser technology, behavioural analytics and continuous investment in detection capability.

? Fairness, accessibility and candidate experience.

Automated and AI-based proctoring must remain fair, unbiased and accessible across devices, bandwidths, languages and candidates with disabilities; lapses could carry reputational and regulatory consequences. The Group applies human review of flagged events, accessibility accommodations and periodic audits of its assessment technology.

? Scaling and integration. Delivering examinations reliably at national scale, and integrating the recently acquired business, require sustained investment in capacity, technology and management.

11.3 MarTech (Kestone and Utsav)

? Discretionary budgets and client concentration.

Marketing, events and experiential spend is discretionary and can be cyclical; the Group diversifies across clients, sectors, formats and geographies to reduce dependency.

? International, trade and currency exposure. With a portion of revenue generated internationally, global trade tensions, tariff measures and currency movements can affect demand, pricing and margins; the Group mitigates this by diversifying across SouthEast Asia and other markets.

? Technology obsolescence. Virtual-events, metaverse and AI-engagement platforms require continuous investment to remain competitive; the Group invests in proprietary technology (including its AI assistant and meta-commerce stack).

? Utsav early-stageexecution. t-year venture infirs Asa luxury weddings and social events, Utsav carries startup execution risk, seasonality and an initial loss profile; the asset-light model and disciplined investment are intended to manage this as scale builds.

? Low entry barriers for both new and global leaders with deeper pockets

11.4 Group-wide financial, regulatory and macroeconomic risks

? Financial. Elevated acquisition-related finance costs weighed on reported profitability, and the current ratio reflects the reclassification of deferred consideration to current. Sustained operating cash generation and disciplined deleveraging are central to restoring bottom-line profitability and strengthening liquidity.

? Regulatory, legal and tax. The Group is subject to evolving regulation — including data-protection and labour legislation — and is contesting certain tax matters described in the financial statements; outcomes of which are uncertain.

? Macroeconomic. Broad economic, consumption and policy cycles can affect demand across all three segments; portfolio diversification provides a measure of resilience. With the current war in Middle East which is not only causing Energy crisis besides straining global supply chains potentially causing wide economic disturbances

? Talent and cyber security. Attracting and retaining technology and domain talent, and safeguarding group-wide information systems against cyber threats, are ongoing priorities.

? Emergence of AI as a potential disruption this world hasnt ever seen and potential outcomes of its impact will be known only a couple of years down the line.

12. Outlook and Strategy

CL Educate enters FY 2026-27 as a diversified platform with two synergistic segments — EdTech (learning and assessments) and MarTech — addressing a materially enlarged opportunity. The Companys priorities are to scale the assessments business and unlock cross-pillar synergies; to complete the EdTech transition toward scalable, asset-light digital products while sustaining leadership in management and undergraduate test preparation; to grow MarTech internationally on an AI-first basis and establish Utsav in the luxury social-events market; and to reduce finance costs through disciplined deleveraging, so that the strong improvement at the operating level translates into bottom-line profitability. Portfolio diversification also enhances resilience against cyclicality in any single business. The Companys mission remains unchanged: to enable learners and professionals to realise their aspirations, while building scalable, technology-led businesses of global relevance.

13. Internal Control Systems and their Adequacy

The Group maintains an adequate system of internal financial controls commensurate with the size, scale and complexity of its operations and the diversity of its business segments. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, the safeguarding of assets, the prevention and detection of fraud and error, compliance with applicable laws, and the orderly and efficient conduct of business. The framework is reviewed periodically and supported by defined policies, authority matrices and management information systems, and is subject to internal audit. The Audit Committee of the Board reviews the adequacy and effectiveness of the internal control systems and the internal audit function. The statutory auditors report on the consolidated financial results for the year contains no qualifications.

14. Human Resources and Industrial Relations

People remain central to the Groups strategy across all three pillars. During the year the Group continued to invest in talent — reflected in higher employee-benefit expenses consistent with the full-year consolidation of the assessments business — and in developing the next generation of leaders through structured leadership-development initiatives. The Group recognised a one-time, non-recurring exceptional charge during the year arising from the enactment of the new Labour Codes, reflecting enhanced employee-benefit obligations. Industrial relations remained cordial throughout the year.

15. Environmental, Social and Governance (ESG)

The Group approaches sustainability in line with the principles underlying the Securities and Exchange Board of Indias Business Responsibility and Sustainability Reporting (BRSR) framework and the National Guidelines on Responsible Business Conduct. Its ESG profile is shaped by the nature of its businesses — physical and digital event management, coaching delivered substantially through a franchise network, and digital assessments — each of which carries distinctive environmental, social and governance dimensions.

15.1 Environmental

The Groups shift toward digital delivery is inherently resource-efficient. Computer-based assessments replace the large-scale printing, secure transport and storage of physical question papers; digital and hybrid learning reduces commuting and physical-infrastructure intensity; and virtual and hybrid events materially lower the travel and venue footprint of corporate engagement relative to purely physical formats.

? Sustainable events. For physical events and MICE, the Group pursues responsible practices — waste reduction, reusable and digital collateral, and energy-conscious production — consistent with recognised sustainable-event management standards.

? Digital-first assessments and learning. Paperless, computer-based delivery at national scale avoids substantial paper consumption and logistics-related emissions, while online learning reduces physical resource use.

? Resource and e-waste management. The Group promotes energy efficiency across its offices technology operations and responsible management of electronic equipment.

15.2 Social

? Access and digital inclusion. Multilingual delivery — including a 14-language assessment platform — and a delivery footprint extending across hundreds of districts widen access to learning, assessment and certification well beyond metropolitan centres, helping democratise opportunity.

? Employability and skilling. Through test preparation, certification and assessment, the Group contributes directly to Indias employability and skilling agenda, helping connect learners and jobseekers to opportunity.

? Fair and accessible assessment. The Group is committed to secure, unbiased and accessible examinations, including reasonable accommodations for candidates with disabilities, upholding fairness in high-stakes settings.

? Candidate and student data protection. Handling sensitive personal data responsibly is a core social obligation; the Group aligns its practices with the Digital Personal Data Protection Act, 2023 and a privacy-by-design approach.

? People and partner ecosystem. The Group invests in employee development, diversity and well-being, and supports the livelihoods of its franchise and business-partner ecosystem that delivers a substantial share of coaching.

15.3 Governance

? Board oversight and controls. Governance rests on an independent-majority Board, active committees and the internal-control and audit framework described in Section 13, supporting integrity, transparency and accountability.

? Information security. Given custody of sensitive candidate and client data, the Group maintains internationally recognised information-security controls and certifications and invests continually in cyber-resilience.

? Examination-integrity governance. Robust proctoring, identity verification and anti-malpractice protocols

— aligned with the Public Examinations (Prevention of Unfair Means) Act, 2024 — govern the assessments business.

? Franchise governance. Brand, quality and compliance standards are embedded across the franchise network through agreements, training and monitoring, protecting learners and brand integrity in a partner-led model.

? Ethics and disclosure. The Group is committed to ethical conduct, responsible public engagement and transparent stakeholder disclosure consistent with the BRSR framework.

16. Cautionary Statement

This Management Discussion and Analysis contains statements concerning the Companys objectives, projections, estimates, expectations and predictions, which may be forward-looking statements within the meaning of applicable securities laws and regulations. These statements are based on current expectations and assumptions and are subject to known and unknown risks, uncertainties and other factors — including changes in economic conditions, government policy, market conditions, technological developments and regulatory changes — that could cause actual results to differ materially from those expressed or implied. The Company undertakes no obligation to publicly revise or update any forward-looking statement, except as required by law. This section should be read in conjunction with the audited financial statements and the notes thereto forming part of this Annual Report.