CL Educate Ltd Directors Report

<dhhead>Board’s Report 2025</dhhead>

To

The Members CL Educate Limited

Dear Member(s),

The Board of Directors of your Company takes pleasure in presenting the 29^th (Twenty-Ninth) Board’s Report on the business and operations of CL Educate Limited (hereinafter referred to as the "Company" or "CL" or "Career Launcher") together with the Company’s Audited Standalone & Consolidated Financial Statements and the Independent Auditor’s Report thereon for the Financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

( In Lacs)

S No. Particulars	Standalone		Consolidated
	FY 2024	FY 2025	FY 2024	FY 2025
I Revenue from operations	28,585	28,902	31,244	35,808
II Other income	1,203	1,092	1,386	1,035
III Total income	29,788	29,994	32,629	36,844
IV Expenses
a) Cost of materials consumed	-	-	942	911
b) Purchases of stock-in-trade	1,736	1,895	20	3
c) Changes in inventories of finished goods and work-in- progress	(89)	(249)	(81)	(116)
d) Employee benefits expense	4,222	5,267	5,016	6,659
e) Service delivery expenses	15,382	15,584	16,642	19,378
f) Sales & Marketing Expenses	2,275	2,010	2,405	2,209
g) Other expenses	3,358	3,358	3,695	4,538
V Total Operating Expenses	26,884	27,865	28,638	33,582
VI EBITDA	2,904	2,129	3,991	3,261
h) Finance costs	237	780	244	834
i) Depreciation and amortization expense	1,161	1,336	1,371	2,016
VII Total Expenses	28,281	29,981	30,253	36,433
VIII Profit/(Loss) before share of profit/(loss) of equity accounted investees and tax	1,507	13	2,376	411
IX Exceptional items	51	(419)	135	(419)
X Share of loss of equity accounted investees	-	-	(113)	-
XI Profit/(Loss) before tax (from continuing operations)	1,558	(406)	2,398	(9)
XII Tax Expenses	375	4	602	186
XIII Profit/(Loss) for the year (from continuing operations)	1,183	(410)	1,797	(195)
XIV (Loss)/profit for the year (discontinued operations)	(216)	(910)	(216)	(934)
XV Profit/(Loss) for the year	967	(1,320)	1,581	(1,129)
XVI Other Comprehensive Income for the year	5	54	43	117
XVII Total comprehensive loss for the year (comprising loss for the year and other comprehensive loss for the year)	972	(1,266)	1,624	(1,011)
XVIII Earnings Per Equity Share
- Basic ()	2.16	(0.76)	2.89	(2.09)
- Diluted ()	2.15	(0.76)	2.89	(2.09)

2. REVIEW OF MARKET, BUSINESS AND OPERATIONS

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

3. SEGMENT REPORTING & OPERATIONAL OVERVIEW

Standalone

For the financial year ending March 31, 2025, the Company achieved 96% of its total revenue from Operations on a standalone basis, with the remaining 4% coming from Other Income same as that of previous financial year. For the previous financial year, Company had recorded a one time income generated from a due to recovery of claim on account of favorable order received from the Honorable High Court of Delhi.

The business-wise segmentation is done by the Company on a Consolidated level.

Revenue distribution by geographical segment (in %)

In terms of geographical spread, the Company has branch offices in India and UAE with subsidiaries in Singapore, Mauritius, Indonesia & the USA.

Overseas business for the Company stood at 1,274 Lacs in FY 2025 as compared to 1,348 Lacs in FY 2024. The Company is looking to consolidate its foreign earnings in its foreign subsidiaries for achieving better tax efficiency.

Consolidated:

For the financial year ending March 31, 2025, the Group achieved 97% of its total revenue from Operations on a consolidated basis, with the remaining 3% came from the Other Income. This compares to 96% from revenue from operations and 4% from the Other Income in the previous financial year. For the previous financial year, the Group had recorded a one time income generated from a due to recovery of claim on account of favorable order received from the Honorable High Court of Delhi.

The Company has identified 3 reportable business segments as primary segments:

1. EdTech

2. MarTech

3. DEX

EdTech:

The EdTech segment comprises of the following verticals:

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

Test Preparation & Coaching:

CL Educate, through its Career Launcher brand, delivers a comprehensive suite of test preparation products via digital and business partner channels. These offerings encompass:

Aptitude Products: Preparation for entrance exams such as CAT, XAT, SNAP, CLAT, AILET etc.

Knowledge Products: Preparation for entrance exams like JEE, NEET, GATE, and CUET.

International Education Products: Preparation for international exams such as GRE, GMAT, SAT, TOEFL, and IELTS.

This diversified portfolio addresses a wide spectrum of educational needs, catering to both domestic and international exam aspirants.

Publishing & Content Monetization:

As part of its content monetization strategy, CL Educate, through its brand GK Publications, offers a diverse range of titles categorized as follows:

Technical Titles: Includes preparation materials for exams such as GATE and technical vacancies in government jobs.

Non-Technical Titles: Covers materials for exams like CAT, Bank/SSC examinations, Civil Services examination, and CUET.

School Titles: Provides resources for students preparing for their Board exams.

In addition to these categories, CL Educate also engages in B2B content publishing on demand for other institutions, including prominent online

EdTech companies. This segment operates with minimal inventory, enhanced collections and business efficiency, which in turn results in improved profit margins.

Student Mobility & Platform Monetization:

Under its Platform Monetization and Student Mobility segment, CL Educate provides a comprehensive array of services and products, including: i. Integrated Solutions for educational institutions and universities across India. ii. Student Recruitment Services. iii. Marketing and Student Outreach Services.

Operating under the brand CL Media, this institutional business arm offers digital marketing, print solutions, events, and student outreach services to higher education institutions and universities nationwide. With over 400 institutional partners, CL Media has successfully enrolled more than 100,000 students through its annual outreach initiatives, including student fairs, seminars, workshops, and brand-building activities.

As a part of its forward integration strategy, the Company has also launched a Common Application Form Zone or the Discounted Form Zone wherein the aspiring applicants can apply for multiple colleges and universities through a common form, thereby saving thousands of rupees.

The Student Mobility business includes the following services: a. Admission Consulting a. Counselling & Support b. Guidance & Review – SOPs/Essays/Selection of Colleges c. Interview preparation

b. Exam Prep a. IELTS / TOEFL b. GMAT c. GRE d. SAT

c. Visa Consulting a. Interview Preparation b. Verification of Funds c. Online Application & Docket Preparation d. Value Added Services a. Accommodation b. Health Insurance c. FOREX d. Travel Insurance e. Education Loans

MarTech

Under the brand name ‘Kestone’, the company provides a suite of services to corporates in the MarTech segment, including:

a. Experiential Marketing & Event

Management Solutions b. Digital & MarComm services c. Customized Engagement Programs (CEP) d. Transitioning Businesses into the Metaverse e. Strategic Business Solutions

DEX

With its biggest acquisition, DEXIT Global (Formerly NSEIT Limited) provides a gateway into the Digital assessments business. It provides Specialized services for delivering secure, scalable, and technology-driven assessment solutions. It encompasses recruitment and promotion exams, professional certifications, vocational assessments, entrance exams, university digital exams, and employability enhancement programs

Segment Revenue – Consolidated Basis

On a consolidated basis, the revenue from operations grew by 15% to 35,808 Lacs in FY 2025 from 31,244 Lacs in FY 2024. There was a slow down in the EdTech segment wherein its revenue stood at 18,425 Lacs in FY 2025 as compared to 19,340 Lacs in FY 2024. The MarTech segment had a topline growth of 22% to 14,575 Lacs in FY 2025 from 11,904 Lacs in FY 2024.

Owing to 33% increase in its overseas revenue. The newly added DEX vertical contributed 2,808 Lacs to the topline of the Group for the stub period of 40 days from the date of its acquisition. On a yearly basis, the revenue for DEXIT Global stood at 20,513 Lacs for FY 2025 as compared to 19,858 Lacs in FY 2024.

Revenue distribution by geographical segment (in %)

In terms of geographical reach, company has offices in India, USA, Singapore, Mauritius, UAE & Indonesia.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

5. DETAILS OF SUBSIDIARIES/ JOINT VENTURES/

ASSOCIATE COMPANIES AS ON THE DATE OF THIS REPORT

As of the date of this report, CL operates through 11 subsidiaries, including 4 step-down subsidiaries, dedicated to advancing our diverse business activities. These include imparting education and training programs, publishing, experiential and digital marketing, providing education related services to institutions and universities and conducting digital examinations. Below is a brief profile of our subsidiaries:

Direct Subsidiaries (In chronological order of becoming subsidiaries of CL): i) Career Launcher Infrastructure Private Limited (hereinafter "CLIP")

CLIP is a Wholly Owned Subsidiary of the Company. Incorporated on February 20, 2008, CLIP’s lines of business include printing and publishing of educational content in the form of books, tests, analyses, etc. and printing competitive books and Test Preparation material.

CLIP’s total income grew by 8% in FY 2025, reaching 2,156 Lacs compared to 2,000 Lacs in FY 2024. This increase is primarily due to the higher sales of test preparation and competitive exam books.

ii) Kestone CL Asia Hub Pte. Ltd., Singapore (hereinafter "Kestone CL Asia")

Earlier a wholly owned subsidiary of the Company, Kestone CL Asia is now a 99.90 % Subsidiary of the

Company on account of exercise of stock options by its employees pursuant to its Employee Stock Options Plan.

Kestone CL Asia started its operations in Singapore from the Financial Year 2016-17. It is currently engaged in providing integrated marketing solutions for products and services, conducting educational & consulting programs, research related services, etc. for and on behalf of inland and overseas customers.

Kestone CL Asia has a branch office in Dubai, inter alia, to provide integrated sales & marketing services to corporates & institutions in the Middle East, and has Subsidiaries in USA and Indonesia.

On a consolidated basis, Kestone CL Asia achieved a 35% revenue increase, reaching

4,350 Lacs in FY 2025, up from 3230 Lacs in FY 2024. This growth was driven by the strong performance of its Subsidiaries in the US and Indonesia, due to the acquisition of new clients.

iii) Career Launcher Foundation (hereinafter "CLF"), a Section 8 Company

CLF was incorporated on November 06, 2020 under Section 8 of the Act, as a Wholly Owned Subsidiary of CL, to act as the implementing agency to undertake CSR related projects, programmes and activities for the CL Group and other Companies. It is registered for undertaking CSR activities with the Ministry of Corporate Affairs with Registration No. CSR00007402.

iv) Career Launcher Private Limited (hereinafter "CLPL")

CLPL was incorporated on March 15, 2021 under the Companies Act, 2013 (‘Act’) as a Wholly Owned Subsidiary of CL. On December 27, 2022, the Company disinvested from CLPL to the tune of 1% of its Paid-Up Share Capital. CLPL continues to remain a 99% Subsidiary Company. There is no income recorded in this subsidiary for the current financial year.

v) CL Singapore Hub Pte. Ltd., Singapore (hereinafter "CL Singapore")

Incorporated in Singapore on August 16, 2023, CL Singapore is a Wholly Owned Subsidiary of CL set up with an objective to carry on the Company’s International Edtech Business, including all existing and new EdTech businesses globally through this entity, while the International Martech business continues to be carried on by Kestone CL Asia.

The Company commenced its operations in April 2024 and recorded a total turnover of 37.84 Lacs for FY 2025.

vi) Threesixtyone Degree Minds Consulting Private Limited (hereinafter "361DM")

Incorporated under the Companies Act, 1956 on July 06, 2006, 361DM became a Subsidiary of the Company with effect from February 17, 2024. 361DM delivers large scale yet effective learning and education solutions to individuals, organizations and educational institutions. During the year under review, the shareholding of the Company in 361DM increased from 38.92% to 53.15%, pursuant to acquisition of 17,199 (Seventeen Thousand One Hundred and Ninety-Nine) additional equity shares of 361DM of face value of 10/- (Rupees Ten) each at a premium of 3,687/- (Rupees Three Thousand Six Hundred and Eight Seven only) per share, aggregating approximately to 6.36 Crores (Rupees Six Crores Thirty-Six Lacs only), on preferential basis through private placement mechanism on January 29, 2025 against the sale of 7,350 equity shares of Ice Gate Educational Institute Pvt. Ltd. by CL to 361DM for an equivalent value. As on March 31, 2025, the Company held 35,733 Equity Shares aggregating to 53.15% of the paid-up equity share capital of 361DM.

The total income of the subsidiary stood at 241 Lacs in FY 2025 as compared to 456 Lacs.

vii) Kestone Utsav Private Limited (hereinafter "KUPL")

KUPL was incorporated on December 20, 2024 as a Wholly Owned Subsidiary of the Company.

KUPL is engaged in the business of providing premium end-to-end event planning and management services in India and abroad, including luxury weddings, high-end social events, and private functions. It offers customized experiences covering everything from conceptualization to execution, along with consultancy services and the organization of live entertainment programs and shows. There is no income recorded in this subsidiary for the current financial year.

viii) DEXIT Global Limited (hereinafter "DEXIT" or "DEX"):

During the year under review, 100% Control, Ownership and Management of DEXIT (earlier NSEIT Ltd.), an erstwhile 100% subsidiary of NSE Investments Ltd. (NSEIL), and a step-down subsidiary of National Stock Exchange of India

Limited (NSE) was, with effect from February 20, 2025, acquired by CL from NSEIL. The name of the entity has, with effect from April 01, 2025 been changed from NSEIT Ltd. to DEXIT Global Ltd. with a view to reinforcing the Company’s brand identity and establishing a strong market association rooted in its strategic alignment with the core business operations of the Company.

DEX, one of the largest players in India’s digital assessments market, is engaged in the business of providing end-to-end digital examination and assessment services. It brings a strong market reputation, advanced technological capabilities, and a significant relative market share of over 20%. DEX’s scalable solutions span key areas such as Recruitment & Promotion Exams, Professional

Certifications, Vocational Assessments, Entrance

Exams, and Employability Enhancement, positioning the Company to capture a broader share of the digital assessments’ ecosystem. This strategic move underscores CL’s commitment to innovation and growth in the evolving education landscape.

The total revenue for DEXIT Global Limited stood at 22,785 Lacs in FY 2025 as compared to

20,808 Lacs in FY 2024.

Indirect Subsidiaries (In chronological order of becoming subsidiaries of CL): ix) ICE GATE Educational Institute Private Limited ( hereinafter "ICE GATE")

Incorporated under the Companies Act, 2013 on August 12, 2015, ICE GATE became a Subsidiary of the Company on October 31, 2017. Subsequently, on January 29, 2025, pursuant to a share swap arrangement between the Company and 361DM, entire 7,350 (Seven Thousand Three Hundred and Fifty) equity shares of face value of

10/- (Rupees Ten) each held by the Company in ICE Gate were transferred/sold to 361DM and the Shareholding of the Company in Ice Gate decreased from 73.5% to NIL. ICE GATE continues to remain an indirect subsidiary of the Company.

ICE GATE is engaged in the business of providing platform for students preparing for Graduate Aptitude Test in Engineering (GATE) and related exams.

The total income of the subsidiary stood at 67.81 Lacs in FY 2025 as compared to 192.18 Lacs in FY 2024. During the previous financial year the Company had recorded a one-time other income in the form of Liabilities written back of 128.73 Lacs resulting in a higher total income. The revenue from operations for the subsidiary was recorded as 65.89 Lacs in FY 2025 as compared to 63.45 Lacs in FY 2024

x) Kestone CL US Limited, Delaware, USA

(hereinafter "Kestone CL US") Incorporated in USA on March 22, 2018, Kestone CL US is a Wholly Owned Subsidiary of Kestone CL Asia. It provides integrated sales & marketing services to corporates & institutions in the Americas, especially the USA.

Kestone CL US earned a total income of $833,544 in FY 2025 as compared to $305,463 in FY 2024 contributing significantly to the international expansion strategy.

xi) CL Educate (Africa) Limited, Mauritius (hereinafter "CL Africa")

Incorporated in Mauritius as a 90% Subsidiary of Kestone CL Asia on January 13, 2020 with an objective to take its product and services offerings to the African markets, the ownership of CL Africa has since been transferred from Kestone CL Asia to a newly incorporated entity in Singapore- CL Singapore Hub Pte. Ltd. by way of transfer of shareholding w.e.f. April 01, 2024, with an intent of separation of EdTech and Martech businesses globally.

The full year turnover for the Company was recorded as MUR 697,709 as compared to MUR 1,867,406 in FY 2024.

xii) PT. Kestone CLE Indonesia ("hereinafter "Kestone Indonesia"

Kestone CL Asia acquired PT. Kestone CLE Indonesia on January 04, 2023 as a Wholly Owned Subsidiary to set up its MarTech Business Operations in Indonesia.

PT. Kestone CLE Indonesia had a turnover of INR 71.06 Mn in FY 2025 as compared to INR 20.36 Mn in FY 2024, marking a significant step in the international business.

Changes in the status of subsidiaries/ associate companies/ joint ventures during the Financial Year:

1. Incorporation of KUPL on December 20, 2024 as a wholly owned subsidiary of the Company.

2. Increase in the paid-up share capital of 361DM from 38.92% to 53.15% w.e.f. January 29, 2025- with the acquisition of an additional 17,199 Equity Shares of face value of 10/- each of 361DM on preferential basis through private placement mechanism.

3. Transfer of 100% shareholding held in Ice Gate to 361DM on January 29, 2025, pursuant to the sale of entire 7,350 Equity Shares of face value of 10/- each (constituting 73.5% of the paid-up share capital of Ice Gate). Ice Gate is now a 73.5% subsidiary of 361DM and continues to remain an indirect Subsidiary of the Company.

4. Acquisition of 100% equity and preference shareholding of DEXIT Global Ltd. (Formerly NSEIT Ltd.) on February 20, 2025. With this acquisition, the Company has become 100% Holding Company of DEXIT.

Salient features of the Financial Statements of the Company’s Subsidiary Companies:

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement in Form AOC-1 is attached to this report as Annexure-I.

Audited Financial Statements of the Company & its Subsidiaries:

Pursuant to the provisions of Section 136 of the Act, the Audited Standalone & Consolidated Financial Statements of the Company along with the Audited Financial Statements of its Subsidiaries for the Financial Year ended March 31, 2025 have been made available on the website of the Company at the web link http:// www.cleducate.com/financial.html.

Shareholding in (Direct) Subsidiary Companies:

As on March 31, 2025, the Company’s shareholding in its Subsidiaries was as follows:

a. CLIP- 98,468 Equity Shares of 10/- each constituting 100% of the paid-up Equity Share Capital; b. CLPL- 99,000 Equity Shares of Re.1/- each constituting 99% of the paid-up Equity Share Capital; c. 361DM- 35,733 Equity Shares of 10/- each constituting 53.15% of the paid-up Equity Share Capital; d. CLF-5,000 Equity Shares of 10/- each constituting 100% of the paid-up Equity Share Capital; e. KUPL- 10,000 Equity Shares of 10/- each constituting 100% of the paid-up Equity Share Capital; f. Kestone CL Asia- 17,24,30,599 Ordinary Shares of SGD 0.01/- each constituting 99.90 % of the paid-up Share Capital; and g. CL Singapore-10,000 Ordinary Shares of SGD 1/- each constituting 100% of the paid-up Share Capital.

Shareholding in Associate Companies

As on March 31, 2025, the Company did not have any Associate Company.

6. CORPORATE GOVERNANCE

Pursuant to the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (referred to as "SEBI Listing Regulations") a detailed report on Corporate Governance forms a part of this Annual Report. A certificate from M/s. Sharma and Trivedi LLP, Company Secretaries, (LLPIN: AAW-6850) confirming compliance with the conditions of Corporate Governance for the Financial Year 2024-25, as stipulated under the SEBI Listing Regulations forms part of this Report.

7. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis (MDA) Report for the Financial Year 2024-25 on the operations and state of affairs of your Company, as stipulated under Regulation 34 of the SEBI Listing Regulations, is given in a separate section forming part of this Annual Report.

8. DIVIDEND

Considering the future business growth plans, the Board of Directors does not recommend any Dividend for the Financial Year 2024-25.

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

. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount was required to be transferred to the Investor Education and Protection Fund as per the provisions of Section 125(2) of the Act.

10. TRANSFER TO RESERVES

The Group had recorded a net loss of 1,129 Lacs in the current financial year and hence no amount was transferred to the reserves.

11. CAPITAL AND FINANCE

Capital

As on March 31, 2025:

? Authorized Share Capital of the Company was

4,000 Lacs comprising of 8,00,00,000 equity shares of Face Value 5/- each; and ? Paid-Up Share Capital of the Company was

2,704.91 Lacs comprising of 5,40,98,314 equity shares of Face Value 5/- each.

Changes to the Capital Structure during the year under review

Share allotment under the Company’s Employee Stock Option Plan (CL ESOP Plan): The Company has an Employee Stock Option Plan in place, under which 45,921 Equity Shares of face value of 5/- each were allotted to the employees during the Financial Year 2024-25.

Finance

In line with our stated objective of pursuing value-accretive inorganic opportunities, the Group completed the acquisition of DEXIT Global Limited (erstwhile NSEIT Limited) on February 20, 2025. This acquisition is a cornerstone in our strategic plan to fundamentally expand our scale and capabilities, propelling us towards our goal of surpassing 50,000 Lacs in revenue.

To finance this transformative investment, the Group utilized internal reserves of 3,100 Lacs and secured a 20,000 Lacs loan from a leading Non-Banking Financial Institution. The servicing of this debt is being managed seamlessly within our financial framework, with all obligations being met punctually and no breaches of terms.

The management has a robust roadmap for deleveraging and is confident in achieving a Net Zero Debt status in the upcoming couple of years.

12. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes or commitments have occurred after the closure of the Financial Year till the date of this report, which may affect the financial position of the Company.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS & COURTS

No significant or material orders have been passed by any Regulators or Courts or Tribunals which could impact the going concern status of the Company and/ or its future operations.

14. RISK MANAGEMENT POLICY

Evaluation and management of Business risks is an on-going process within the organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also to identify business opportunities.

The objective of Risk Management is to minimize the adverse impact of these risks on our key business objectives and to enable the Company leverage market opportunities effectively.

The Company has voluntarily adopted a Risk Management Policy, that can be accessed from the website of the Company at weblink https://www. cleducate.com/policies/CL%20Educate%20Limited_ Risk%20Management%20Policy.pdf

15. INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has established a comprehensive system of Internal Financial Controls (IFC) fully aligned with the requirements of the Companies Act, 2013. This framework is designed to enhance operational transparency, ensure strict accountability, and provide a structured approach to risk management. It requires the Company to proactively identify, analyze, and mitigate business risks through appropriate control measures. Our internal controls are tailored to be commensurate with the Company’s size and the nature of its operations. They are designed to provide reasonable assurance regarding: The reliability of financial and operational reporting. Compliance with applicable statutes and regulations. The safeguarding of Company assets from unauthorized use or loss. The proper authorization and execution of transactions.

Adherence to established corporate policies. A well-defined delegation of power, with clear authority limits for approving revenues and expenditures, is firmly in place.

The Company employs a state-of-the-art Enterprise Resource Planning (ERP) system to integrate accounting, consolidation, and management information processes across all locations, ensuring efficient and secure data exchange. We continue to align our processes and controls with evolving best practices.

Assessment and Assurance The management has assessed the effectiveness of the Company’s Internal Financial Controls over Financial Reporting (ICFR) as of March 31, 2025. This assessment was conducted through a rigorous process involving detailed management review, internal audit evaluations, and statutory audit procedures. Our ICFR is subject to continuous testing and monitoring by both Internal and Statutory Auditors. Their process includes a thorough review of controls and risks across key operations, including information technology, accounting and finance, procurement, and human resources.

For the year under review, the internal audit was conducted in accordance with a risk-based audit plan approved by the Audit Committee. All significant audit observations and the status of corrective actions were regularly presented to and reviewed by the Committee.

In accordance with Section 143 of the Companies Act, 2013, the Statutory Auditors have issued an unqualified attestation report on the effectiveness of our Internal Financial Controls over Financial Reporting.

16. PUBLIC DEPOSITS

Your Company has not invited or accepted any deposits from the public/ members and there are no outstanding deposits as on March 31, 2025.

17. AUDITORS AND AUDITOR’S REPORT

Statutory Auditors

Pursuant to the recommendation of the Audit Committee dated May 14, 2025, the Board of Directors, at its meeting held on May 14, 2025 has approved the re-appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No.: 001076N/N500013), as the Statutory Auditor of the Company for a second term of five (5) consecutive years ("Second Term") commencing from the Financial

Year 2025-2026 till Financial Year 2029-30, subject to the approval of members in the ensuing Annual General Meeting (29^th) of the Company.

Accordingly, if approved by the members, M/s. Walker Chandiok & Co. LLP, Chartered Accountants, will hold office till the conclusion of the 34^th Annual General Meeting of the Company to be held during the Financial Year 2029-30.

Fees paid/payable to Statutory Auditors

Total Fee (excluding other expenses and taxes, if any), for all services paid/ payable to M/s. Walker Chandiok

& Co. LLP, Chartered Accountants, the Statutory Auditor, by CL, its Subsidiaries and all entities in the network firm/ network entities of which the Statutory Auditor is a part, on a consolidated basis, for the Financial Year 2024-25, is mentioned below:

(Amount in Lacs)

S. No. Particulars	CL Educate Limited	Career Launcher Infrastructure Private Limited	Total
1. Statutory Audit Fees	45.00	3.00	48.00
2. Audit of Consolidated Financials	3.00	-	3.00
3. Limited Review Fees	16.00	-	16.00
4. Other assignments Fees (if any)	3.40	-	3.40
Total	67.40	3.00	70.40

Statutory Auditor’s Report

The observations contained in the Statutory Auditor’s report and the Management’s response thereon is as given below:

Statutory Auditor’s Observation:

Observation in Standalone Financial Statements:

In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 of the Act. In our opinion, and according to the information and explanations given to us, the Company has not complied with the provisions of Section 186 of the Act. The details of the non-compliances are given below:

Particulars	Name of Company/ Party	Amount involved ()	Balance as on 31 March, 2025 ()	Remarks
Loan given at rate of interest lower than prescribed	ICE Gate Educational Institute Private Limited	Nil	27.45 Lacs	Interest free loan given

Management Response:

The subsidiary had faced financial challenges during the COVID period, and the interest-free facility was extended to support it in overcoming those conditions. The subsidiary has managed to break even during this financial year, and with effect from April 01, 2025, an interest rate of 10.75% will be levied on the outstanding loan balance.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, and based on the recommendation of the Audit Committee dated May 14, 2025, the Board of Directors, at its meeting held on May 14, 2025 has approved the re-appointment of M/s. Sharma and

Trivedi LLP (LLPIN: AAW-6850), Company Secretaries, as the Secretarial Auditor of the Company for an initial term of five (5) consecutive years ("First Term") commencing from the Financial Year 2025-2026 till Financial Year 2029-30, subject to the approval of the members in the ensuing Annual General Meeting (29^th) of the Company.

Accordingly, if approved by the Members, M/s. Sharma and Trivedi LLP, Company Secretaries shall hold office till the conclusion of the 34^th Annual General Meeting of the Company to be held during the Financial Year 2029-30.

Secretarial Audit Report 2024-25 of the Company:

The Secretarial Audit Report for the Financial Year 2024-25 issued by the Secretarial Auditor does not contain any qualification, observation or adverse remark. The same is annexed as Annexure-II to this Report.

Secretarial Audit of Material Unlisted Subsidiaries

DEXIT is a material unlisted Subsidiary of CL. The Secretarial Audit 2024-25 for DEXIT was conducted by M/S. BNP & Associates, C ompany S ecretaries (FRN: P2014MH037400). The Secretarial Audit Report for the Financial Year 2024-25 issued by the Secretarial Auditor does not contain any qualification, observation or adverse remark. The same is annexed as Annexure-III to this Report.

At its Meeting held on May 13, 2025, the Board of DEXIT re-appointed M/s. BNP & Associates as the Secretarial Auditor of the Company for a further period of one (1) year i.e. for the Financial Year 2025-26 on the recommendation of the Audit Committee on similar terms and conditions including remuneration as approved for the Financial Year 2024-25.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, and based on the recommendation of the Audit Committee, your Directors have appointed Value Square Advisors Private Limited as the Internal Auditor of the Company for the Financial Year 2025-26.

Cost Auditor

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 and based on the recommendation of the Audit Committee, your Directors have appointed M/s. Sunny Chhabra & Co., Cost Accountants (Firm Registration No. 101533), as the Cost Auditor of the Company for the Financial Year 2025-26. The remuneration payable to the Cost Auditor is subject to approval/ ratification by the Members of the Company. Accordingly, a resolution seeking Members’ approval/ ratification to the remuneration payable to the Cost Auditor for the Financial Year 2025-26 (as recommended by the Audit Committee and approved by the Board of Directors) is included in the Notice convening the 29^th Annual General Meeting, along with all relevant details.

Cost Audit Report 2024-25

The Cost Audit Report 2024-25 issued by the Cost Auditor does not contain any qualification, observation or adverse remark.

Reporting of fraud by Auditors

During the year under review no instance of fraud has been reported by the Statutory Auditor, Internal

Auditor, Cost Auditor or the Secretarial Auditor of the Company.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL a. Appointments & Cessations during the Financial

Year 2024-25:

1. At the 28^th Annual General Meeting of the Company held on September 17, 2024, the following matters were approved by the Members with requisite majority: ? Re-appointment of Mr. Satya Narayanan Ramakrishnan (DIN: 00307326), Chairman and

Executive Director of the Company, pursuant to his retiring by rotation.

? Re-appointment of Mr. Imran Jafar (DIN:

03485628), Non-Executive Non- Independent

Director of the Company, pursuant to his retiring by rotation.

? Re-appointment of Mr. Sanjay Tapriya (DIN:

00064703), as a Non- Executive Independent

Director on the Board of the Company, for a second term of 5 (five) consecutive years, commencing from October 24, 2024 up to October 23, 2029 (both days inclusive), with his period of office not liable to retire by rotation.

b. Appointments & Cessations after the end of Financial Year 2024-25 till the date of this Report:

? Professor Piyush Sharma holds office as a Non-

Executive Independent Director on the Board of the Company till July 16, 2025, after which his current first term of 5 years expires. Based on the evaluation of his performance over the past years, and keeping in view his active contribution to the Board and Committee Meetings, his preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. the Nomination, Remuneration and Compensation Committee as well as the Board of Directors of the Company recommend his re-appointment for a second term of five (5) consecutive years commencing from July 17, 2025 up to July 16, 2030 (both days inclusive) to the Shareholders of the Company for their approval by way of a Special Resolution, with his period of office not liable to determination by retirement by rotation. Accordingly, a resolution seeking Members’ approval to the re-appointment of Professor Piyush Sharma for a second term of 5 years is included in the Notice convening the 29^th Annual General Meeting, along with all relevant details.

? Based on the recommendation of the Nomination, Remuneration and Compensation Committee, the

Board appointed Mr. Yatrik Vin (DIN: 07662795) as an Additional Director (Category- Non-Executive

Independent Director) of the Company, with his period of office not liable to determination by retirement by rotation, at its Meeting held on August 07, 2025. As an additional Director, Mr. Yatrik Vin holds office till the date of the ensuing Annual General Meeting. The Board recommends that Mr. Yatrik Vin’s appointment be regularised by the

Shareholders of the Company as a Non-Executive

Independent Director for an initial term of five (5) consecutive years commencing from August 07, 2025 till August 06, 2030, with his period of office not liable to determination by retirement by rotation. Accordingly this matter is included in the notice convening the 29^th AGM of the Company.

c. Proposed appointments at the 29th AGM:

I. Re-appointments pursuant to Directors Retiring by Rotation at the ensuing AGM:

? Mr. Gautam Puri (DIN:00033548), Vice Chairman

& Managing Director of the Company, who retires by rotation at the 29^th Annual General Meeting and being eligible has offered himself for re-appointment, is proposed to be reappointed.

II. Re-appointment of Non-Executive Independent Director for Second Term of 5 (Five) consecutive years:

? Professor Piyush Sharma (DIN: 08759840), who completed his first term of 5 years as a Non-

Executive Independent Director on Board on

July 16, 2025, is proposed to be re-appointed as a Non-Executive Independent Director for a second term of 5 consecutive years.

III. Regularization of Non-Executive Independent Director for an initial Term of 5 (Five) consecutive years:

? Mr. Yatrik Vin (DIN: 07662795), who has been appointed as an Additional Director by the Board on August 07, 2025, is proposed to be appointed as a Non-Executive

Independent Director for an initial term of 5 consecutive years.

IV. Re-appointment of Executive Directors for a period of 3 (three) years from April 01, 2026 to March 31, 2029

At the 26^th Annual General Meeting (AGM) of the Company held on September 15, 2022, the Members had approved the re-appointment of Mr. Gautam Puri as the Managing Director and of Mr. Satya Narayanan R and Mr. Nikhil Mahajan as Whole Time Director(s) (hereinafter collectively referred to as "Executive Directors") of the

Company for a period of three (3) years i.e., from April 01, 2023 to March 31, 2026, along with the overall maximum remuneration that could be paid to them for these 3 years. As such their current term comes to an end on March 31, 2026.

Based on the recommendation of the Nomination, Remuneration and Compensation Committee ("NRC Committee"), the Board, at its meeting held on August 07, 2025, has approved the re-appointment of Executive Directors of the

Company for a further period of three (3) years beginning April 01, 2026 till March 31, 2029, as well as the overall maximum managerial remuneration that may be paid to them for these 3 years including in the event of loss or inadequacy of profits in any financial year contained in the aforesaid period of three (3) years.

d. Declaration by Independent Directors

As on the date of this report, there are 5 (five) Independent Directors on Board of the Company and the Board is of the opinion that all the Independent Directors are persons of integrity and hold the necessary expertise, skills, competence, experience and proficiency required with respect to the business of the Company.

Pursuant to sub-section (7) of Section 149 of the Act, the Company has received declaration from all the Independent Directors on Board that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, and that there was no change in their status as Independent Directors during the Financial Year 2024-25.

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

e. Separate Meeting of Independent Directors

Pursuant to the requirements of Schedule IV of the Act, the Independent Directors of the Company held their separate meeting on March 27, 2025, without the presence of Non- Independent Directors and/or the members of the Management. The Independent Directors, inter-alia; a. Reviewed the performance of the Non-Independent Directors and the Board as a whole; b. Reviewed the performance of the Chairman of the Company; and c. Assessed the quality, quantity and timeliness of flow of information between the Company, Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Minutes of the Meeting of Independent Directors were duly noted and recorded at the Meeting of the Board of Directors held on May 14, 2025 along with the Management’s Action Plan on the inputs given by the Independent Directors.

f. Disclosure of Interest in other entities/concerns:

The Company has received the Annual disclosure(s) from all the Directors, disclosing their Directorship/ Interest in other concerns in the prescribed format, for the Financial Years 2024-25 and 2025-26.

The Company has received confirmation from all the Directors that as on March 31, 2025, none of the Directors were disqualified to act as Directors by virtue of the provisions of Section 164(2) of the Act or were debarred from holding the office of Director by virtue of any order of SEBI or any such other authority.

g. Details of Board & Committee Meetings held during the Financial Year 2024-25

The Board of Directors of the Company duly met 5 (five) times during the Financial Year under review. The details of the meetings of the Board and those of its Committees and of the Independent Directors are given in the Report on Corporate Governance forming part of this Annual Report.

h. Annual Evaluation by the Board

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

Evaluation of the Performances of the Board, its Committees, every Individual Director and Chairman, for the Financial Year 2024-25 has been completed as per the adopted methodology which includes review, discussions, providing feedback and discussions on the feedback received from the individual directors.

i. Key Managerial Personnel

As on March 31, 2025, the following persons were the designated Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules made thereunder: i) Mr. Satya Narayanan R, Chairman & Executive

Director, ii) Mr. Gautam Puri, Vice Chairman & Managing Director, iii) Mr. Nikhil Mahajan, Executive Director & Group

CEO Enterprise Business, iv) Mr. Arjun Wadhwa, Chief Financial Officer, and v) Ms. Rachna Sharma, Company Secretary and Compliance Officer.

19. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Board is duly constituted in accordance with the provisions of Section 177(1) of the Act read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI Listing Regulations. The details of its composition, powers, functions, meetings held during the Financial Year 2024-25 etc. are given in the Report on Corporate Governance forming part of this Annual Report. All recommendations made by the Audit Committee were accepted by the Board during the Financial Year 2024-25.

20. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has established a Vigil Mechanism/ Whistle Blower Policy in compliance with the provisions of Section 177(9) and (10) of the Act, read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations and Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015, to enable stakeholders (including Directors, Employees, retainers, franchisees etc.) to report unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or instances of leak of unpublished price sensitive information. The Policy provides for adequate safeguards against victimization of Director(s)/ employee(s) and provides for direct access to the Chairman of the

Audit Committee in exceptional cases. The Protected

Disclosures, if any, reported under this Policy are to be appropriately and expeditiously investigated by the Ethics Committee. Your Company hereby affirms that no Director/ employee was denied access to the Chairman of the Audit Committee and no complaints were received during the Financial Year under review. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company at the web link www.

cleducate.com/policies/Vigil_Mechanism_Policy_ CLEducate.pdf.

21. CORPORATE SOCIAL RESPONSIBILITY

CSR Committee: Section 135(9) of the Act states that where the CSR Obligation of a Company does not exceed Fifty Lac Rupees in a Financial Year, the requirement for constitution of a Corporate Social Responsibility Committee is not applicable and the functions of such Committee can, in such cases, be discharged by the Board of Directors of such Company. For the Past 3 years, the CSR Obligation of the Company has been below the threshold prescribed under Section 135(9). However, your Company has voluntarily constituted a Corporate Social Responsibility Committee (the "CSR Committee"), headed by an Independent Director. The Composition and the terms of reference of the CSR Committee are provided in the Report on Corporate Governance forming part of this Annual Report.

CSR Policy: The Company has adopted a CSR Policy that is available on the website of the Company at the web link www.cleducate.com/policies/CL%20 Educate%20Limited_CSR%20Policy.pdf.

CSR Projects: Your Company is committed to the continual development, upliftment and advancement of the economically weaker sections of the society by imparting quality education, knowledge, resources in the form of books etc. and in a variety of other ways through its various ongoing CSR Projects, a list of which is available on the website of the Company at the web link www.cleducate.com/policies/CL-CSR-Projects.pdf.

CSR projects are approved by the Board of Directors on the recommendation of the CSR Committee and are implemented by the Company either itself, or through its implementing Agency, Career Launcher Foundation.

As a step towards making a meaningful contribution towards its CSR, the CSR Committee and Board voluntarily decided to adjust the excess CSR amounts spent by the Company over FY 2020-21 till 2022-23 against its Past CSR Obligation pertaining to FY 2014-

15 till 2019-20 ("Past Obligation") till its exhaustion, and the remaining, if any, to be carried forward and set-off against its CSR Obligation arising in future.

In view of this, the entire excess CSR spend since the Financial Year 2020-21, amounting to 1.61 Crores was adjusted against the Past Obligation thereby exhausting it completely, though it was not mandatorily required to be done.

a) CSR Obligation and Spend pertaining to the Financial Year 2024-25:

Particulars	Amount ( in Lacs)
CSR Obligation pertaining to Financial Year 2024-25	21.53
CSR amount spent on ongoing projects	22.03
CSR amount spent on other than ongoing projects	-
Administrative overheads relating to CSR Activities	-
Add: Past CSR Obligation, if any	-
Less: Carried Forward CSR amount from past years (excess amount spent in any past Financial Year)	-
CSR amount pending to be spent/ Excess amount spent (-) (As on March 31, 2025)	(0.50)

The Annual report on CSR Activities is annexed as Annexure-IV to this Board Report.

22. DIRECTORS’ NOMINATION AND

REMUNERATION POLICY

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

The process of determining the Remuneration of the Directors is initiated with the general body of shareholders approving the overall maximum remuneration that may be paid to the Directors, generally over a period of 3 years. Within this overall limit, the actual payout is decided by the Board on a year on year basis, on the specific recommendation of the NRC Committee (comprising of all Non-Executive

Directors, with majority of them being independent), while keeping the provisions of the Act in mind.

S. No. Name	Executive Director’s Remuneration for the Financial Year 2024-25:			Amount in Lacs
	Recommended by NRC Committee and approved by the Board			Remuneration actually paid/ payable
	Fixed Remuneration	Performance Based Variable Remuneration	Total (upto)	Fixed Remuneration	Performance Based Variable Remuneration	Total
1 Mr. Satya Narayanan R	114	108	222	114	72.36	186.36
2 Mr. Gautam Puri	114	108	222	114	72.36	186.36
					Amount in US Dollars
3 Mr. Nikhil Mahajan	$ 1,46,490	$ 1,27,800	$ 2,74,290	$ 1,36,080	$ 85,626	$ 2,21,706*

*Being on deputation to Kestone CL US Ltd. ("Kestone US"), Mr. Nikhil Mahajan’s entire remuneration for the Financial Year 2024-25 was paid in $ by Kestone US.

Note: The Fixed Compensation (Recommended as well as paid) stated above does not include the following:

(a) For Mr. Satya Narayanan R and Mr. Gautam Puri - Contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income-tax Act, 1961. For Mr. Nikhil Mahajan - Company’s contribution towards social security benefits equivalent to 7.65% of his fixed monthly remuneration. (b) Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service;

(c) Encashment of leave at the end of the tenure;

(d) Provision of Car for official purposes, as well as provision of telephone/ internet at residence etc; and (e) Medical Insurance Premium as per the Company’s Policy.

Commission paid/payable to Non-Executive Independent Directors for the Financial Year 2024-25:

S. No. Name of the Non-Executive Independent Director	Commission paid/payable for Financial Year 2024-25
	Recommended (% of the Adjusted Net Profits)	Amount payable (In )
1 Ms. Madhumita Ganguli	Upto 0.15% of the net profits	Nil
2 Mr. Girish Shivani	Upto 0.15% of the net profits	Nil
3 Mr. Sanjay Tapriya	Upto 0.15% of the net profits	Nil
4 Mr. Piyush Sharma	Upto 0.15% of the net profits	Nil

Sitting Fee paid to the Non-Executive Directors (at the rate of 30,000 per Director per Meeting attended for the Board and Audit Committee Meetings, and 15,000 per Director per Meeting attended for the NRC, CSR and SRC Meetings) for the Financial Year 2024-25:

S. No. Non-Executive Director	Sitting Fee paid for the Financial Year 2024-25 Amount paid (In )#
1 Ms. Madhumita Ganguli	2,40,000
2 Mr. Girish Shivani	3,90,000
3 Mr. Sanjay Tapriya	3,15,000
4 Mr. Piyush Sharma	1,20,000

# Note:

Mr. Imran Jafar, Non-Executive Non Independent Director has voluntarily waived off all payments from the Company to him. Hence, no Sitting Fee was paid to him.

The Remuneration policy of the Company is available on the website of the Company at the web link http://www.cleducate.com/policies/ Nomination-&-Remuneration-Policy.pdf a. Particulars of Employees

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

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

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

23. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has a policy against sexual harassment at the workplace and has constituted an Internal Complaints Committee and has complied with the provisions in this respect as are applicable under the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013. There was no complaint received from any employee during the year, nor is any complaint pending or outstanding for redressal as on March 31, 2025. The Company conducts awareness programs at regular intervals, and provides necessary updates/ guidance through its website and through other employee communication channels.

Detailed reporting on Sexual Harassment Complaints for the Financial Year 2024-25:

S. No. Particulars	Financial Year 2024-25
1 The number of sexual harassment complaints received during the year	NIL
2 The number of such complaints disposed of during the year.	NIL
3 The number of cases pending for a period exceeding ninety days.	NIL

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

24. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

Details of the Related Party Transactions, as required to be provided under the SEBI Listing Regulations and the relevant Accounting Standards are given in note no. 49 to the Standalone Financial Statements of the Company for the Financial Year ended March 31, 2025.

The Company’s Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the website of the Company at the web link www.cleducate. com/policies/Policy_for_Determining_Material_ Subsidiary_CLEdcuate.pdf. As per Regulation 23 of the SEBI Listing Regulations, the policy is reviewed by the Board once every three years and it was last reviewed and modified by the Board on February 04, 2025.

26. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the Financial Year 2024-2025 is available on the website of the Company at the web link https://www. cleducate.com/pdf/agm/2025/notices/CL-Annual-Return-2024-25.pdf

27. DETAILS OF THE COMPANY’S ESOP PLAN

The current ESOP Plan of the Company- ‘Amended and Restated Career Launcher Employee Stock Options Plan 2014’ ("CL ESOP Plan 2014" or "ESOP Scheme"), formerly known as CL ESOP Plan 2008, has been in effect since the year 2008. The Plan is administered and monitored by the Nomination, Remuneration & Compensation Committee of the Board.

Status update on Options under the CL ESOP Plan 2014 from inception till March 31, 2025:

Particulars	No. of Options
Options originally Reserved under the Plan (Face value 10/- per equity share)	2,50,000
Options exercised before stock-split from 10/- per share to 5/- per share	82,475
Options Outstanding, post such exercise before stock-split	1,67,525
Options Outstanding (adjusted for change in face value of Shares from 10/- per share to 5/- per share post stock-split) (A)	3,35,050
Increase in ESOP Pool through shareholders’ approval dated September 15, 2022 (B)	5,00,000
Options Outstanding post increase in ESOP Pool (C = A+B)	8,35,050
Increase in ESOP Pool on Account of adjustment on account of 1:1 Bonus issue of Equity Shares (D)	+8,35,050
Options Outstanding (Post adjustment on account of Bonus issue) (E = C+D)	16,70,100
Options exercised and converted into shares	79,477

A Certificate dated July 30 , 2025 has been issued by the Secretarial Auditor of the Company, certifying we confirm that the above mentioned ESOP Plan of the Company has been implemented in accordance with the applicable provisions of the Securities and

Exchange Board of India (Share Based Employee

Benefits and Sweat Equity) Regulations, 2021, as amended, to the extent applicable and in accordance with the resolutions of the Company passed at the General Meetings of the members of the Company. The same shall be made available for inspection by the members at the 29^th Annual General Meeting.

Further details as are required to be disclosed under the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, have been made available at the website of the Company at the web link https://www.cleducate.com/policies/CL-Educate-ESOP-Disclosure-for-year-ended-March-31-2025. pdf

28. DISCLOSURE OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

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

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

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

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

3. AI Driven CAT percentile Predictor: Our CAT percentile predictor gets the AI boost & now it is more accurate than ever. Just to give you a glimpse of how accurate the AI driven CAT percentile predictor is, the average deviation between the predicted percentile and the actual percentile for candidates with 90% & above was around 0.08%ile in CAT’20. In CAT’21, we also predicted the scaled scores and sectional percentiles. Probably the first time that anyone attempted to do the same.

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

5. WhatsApp based conversational messaging:

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

6. Automated Customer support ticketing: For CL students, getting service support is a breeze with our one-stop automated support id (support@ careerlauncher.com). An auto ticket gets generated instantly as you sent an email to the support id. Student can track their support ticket status, reopen the tickets if not satisfied & can give feedback on the support received.

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

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

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

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

The Foreign Exchange earnings (Standalone):

( In Lacs)

Particulars	FY 24	FY 25
Test preparation training services	793.41	673.55
Sale of Material	470.64	397.75
Event Management Services	92.57	197.95
Other income	(0.25)	4.88
Total	1,356.37	1,274.13

The Foreign Exchange outgo/expenditure (Standalone):

( In Lacs)

Particulars	FY 24	FY 25
Salary and wages	34.98	13.28
Faculty expenses	86.75	46.92
Rent	22.10	5.39
Travelling and conveyance	69.22	33.08
Bank charges	6.44	14.46
Banquet and event material	2.31	5.54
Equipment Hiring	0.42	2.80
Giveaways	3.57	-
Professional Charges	29.27	45.30
Ad-Hoarding	-	-
Subscription	54.42	91.53
Passthrough	-	-
Other Expense	631.19	908.13
Total	1,309.88	1,166.43

The Foreign Exchange earnings (Consolidated):

( In Lacs)

Particulars	FY 24	FY 25
Test preparation training services	793.41	660.20
Sale of Material	470.64	397.75
Event Management Services	2,972.13	4,102.71
Managed Manpower Services	404.78	619.05
Digital Services	-	-
Other Income	32.74	55.01
Total	4,673.20	5,834.71

The Foreign Exchange outgo/expenditure (Consolidated):

( In Lacs)

Particulars	FY 24	FY 25
Salary and wages	657.99	1,088.31
Faculty expenses	86.75	46.92
Rent	22.10	5.39
Travelling and conveyance	149.29	103.61
Bank charges	6.44	14.46
Banquet and event material	269.34	507.74
Equipment Hiring	693.89	656.72
Giveaways	323.90	520.54
Professional Charges	633.43	764.54
Ad-Hoarding	4.54	41.94
Subscription	56.78	93.94
Passthrough	-	-
Other Expense	1,404.57	1,675.38
Total	4,309.02	5,519.49

29. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF

INDIA (ICSI)

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

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

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

c) Your Company is compliant with the statutory provisions of the Maternity Benefit Act, 1961.

31. DIRECTORS’ RESPONSIBILITY STATEMENT

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

a. in the preparation of the Annual Accounts for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year ended

March 31, 2025 and of the Profit/Loss of the Company for that period;

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

d. the Directors have prepared the Annual Financial Statements/AnnualAccountsona‘goingconcern’basis;

e. the Directors have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and are operating effectively; and f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

32. ACKNOWLEDGEMENT

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

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

For and on behalf of Board of Directors of

CL Educate Limited

Sd/-

Satya Narayanan R

Chairman & Executive Director

DIN: 00307326

Address: D-63, Pinnacle Apts, DLF Phase 5,

Gurgaon, Galleria, DLF-IV Gurgaon, Haryana-122009

Place: New Delhi

Date: August 07, 2025