CL Educate Ltd Directors Report

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) Boards Report on the business and operations of CL Educate Limited (hereinafter referred to as the “Company" or “CL" or “Career Launcher") together with the Companys Audited Standalone & Consolidated Financial Statements and the Independent Auditors 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-inprogress	(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	2209
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 %)

I n 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.

I nternational 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. I ntegrated 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 brandbuilding 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, CLIPs 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.

CLIPs 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 Companys 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")

I ncorporated 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 Companys 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 Indias 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%. DEXs 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 CLs 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")

I ncorporated 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 Companys 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 Companys 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 .

9. 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 Companys 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

I n 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 Companys 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 Companys 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 AUDITORS 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:

S. No.			Career Launcher
	Particulars	CL Educate Limited	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 Auditors Report

The observations contained in the Statutory Auditors report and the Managements response thereon is as given below:

Statutory Auditors 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 NonExecutive 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 Vins 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 NonExecutive 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 NonIndependent 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 Managements 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 Companys Code of Conduct or instances of leak of unpublished price sensitive information. The Policy provides for adequate safeguards against victimization of Director(s)/ employee(s) and provides for direct access to the Chairman of the Audit Committee in exceptional cases. The Protected Disclosures, if any, reported under this Policy are to be appropriately and expeditiously investigated by the Ethics Committee. Your Company hereby affirms that no Director/ employee was denied access to the Chairman of the Audit Committee and no complaints were received during the Financial Year under review. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company at the web link www.

cleducate.com/policies/Vigil Mechanism Policy CLEducate.pdf .

21. CORPORATE SOCIAL RESPONSIBILITY

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 201415 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.

	Executive Directors Remuneration for the Financial Year 2024-25:					Amount in Lacs
S. No.		Recommended by NRC Committee and approved by the Board			Remuneration actually paid/ payable
	Name	Fixed Remuneration	Performance	Total (upto)	Fixed Remuneration	Performance
			Based Variable Remuneration			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	$ 1,46,490	$ 1,27,800	$	$ 1,36,080	$ 85,626	$ 2,21,706*
	Mahajan			2,74,290

*Being on deputation to Kestone CL US Ltd. (“Kestone US"), Mr. Nikhil Mahajans 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 - Companys contribution towards social security benefits equivalent to 7.65% of his fixed monthly remuneration.

(b) Gratuity payable at a rate not exceeding half a months 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 Companys 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 Companys Policy on sexual harassment at the workplace is available on the website of the Company at the web link www.cleducate.com/policies/Policy-against-Sexual-Harassment.pdf .

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 Companys Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the website of the Company at the web link www.cleducate. com/policies/Policy for Determining Material Subsidiary CLEdcuate.pdf . 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 COMPANYS ESOP PLAN

The current ESOP Plan of the Company- Amended and Restated Career Launcher Employee Stock Options Plan 2014 (“CL ESOP Plan 2014" or “ESOP Scheme"), formerly known as CL ESOP Plan 2008, has been in 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- ESQP-Disclosure-for-vear-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 & users preference towards online mode of communication channels, CL have constantly reinventing the processes to ensure a near perfect user experience to both customers & would be customers

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

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

3. AI Driven CAT percentile Predictor: Qur CAT

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

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

with our CRM (Leadsquared), cloud telephony ensures seamless communication between CL calling agents & users (student/parent).

5. WhatsApp based conversational messaging:

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

6. Automated Customer support ticketing: For CL

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

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

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

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

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

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):

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):

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. i n 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 / Annual Accounts on a going concern basis;

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

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

32. ACKNOWLEDGEMENT

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

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

Annexures to Boards Report 2025

ANNEXURE-I

Form AOC-1 Features of Financial Statement of Subsidiaries (pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate Companies/joint ventures

PART-"A": Subsidiaries

S. No.	Particulars		1	2			3	4			5	6	6	7	8	9	10
1.	Name of the Subsidiary	Kestone CL Asia Hub Pte. Ltd. Singapore		Kestone CL US Limited1		CL Educate (Africa) Ltd, Mauritius2		Pt. Kestone CLE Indonesia1		CL Singapore Hub Pte. Ltd.		DEXIT Global Limited3	Career Launcher Infrastructure Private Limited	ICE Gate Educational Institute Private Limited	Career Launcher Private Limited	Threesixtyone Degree Minds Consulting Private Limited	CL Foundation
2.	Financial Period Ended	31.03.2025		31.03.2025		31.03.2025		31.03.2025		31.03.2025		31.03.2025	31.03.2025	31.03.2025	31.03.2025	31.03.2025	31.03.2025
3.	Reporting currency	SGD	INR	USD	INR	MUR	INR	IDR	INR	SGD	INR	INR	INR	INR	INR	INR	INR
		Lacs	Lacs	Lacs	Lacs	Lacs	Lacs	Lacs	Lacs	Mn	Lacs	Lacs	Lacs	Lacs	Lacs	Lacs	Lacs
4.	Share Capital (Nos. of Equity & Preference shares) (In No.)	172600699	172600699	10,00,000	10,00,000	36,000	36,000	2,500	2,500	10,000	10,000	89,68,511	98,468	10,000	1,00,000	67,234	5,000
5.	Share Capital	47.39	2,712.88	0.00	0.88	0.36	0.77	25,000.00	127.32	0.01	6.19	896.85	9.85	1.00	1.00	6.72	0.50
6.	Reserves & Surplus	23.14	1,769.26	0.01	19.38	31.85	59.06	(12,001.32)	(96.07)	0.06	40.45	1,629.56	2373.92	14.55	(7.19)	344.76	(24.11)
7.	Total Assets	81.59	5,184.87	0.26	616.05	41.67	77.39	1,18,666.15	608.23	0.08	48.35	29,710.04	3,574.26	143.38	20.05	1,144.21	6.38
7	Total Liabilities	11.06	702.73	7.21	595.80	9.45	17.56	1,05,667.47	576.98	0.00	1.72	27,183.63	1,190.49	127.83	26.24	792.73	29.99
8	Investments	0.07	4.26	6.94	0.00	0.00	0.00	0.00	0.00	-	-	-	-	-	20.00	636.92	-
9	Turnover	48.94	3,066.97	0.00	703.56	6.98	12.75	1,36,758.29	710.64	0.06	37.84	3,036.58	2,144.09	65.69	-	240.91	18.13
10	Profit / (Loss) Before Taxation	2.37	148.37	8.34	87.39	(7.38)	(13.49)	(1,365.07)	(7.09)	0.05	34.34	25.01	543.91	14.90	(3.07)	(124.54)	(14.53)
11	Provisions for Taxation	0.00	0.00	1.04	0.00	0.00	0.00	0.00	0.00	-	-	41.15	182.05	(3.51)	-	2.55	-
12	Profit/ Loss from Discontinued Operations	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00			(16.13)
13	Tax expenses of Discontinued operations	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
14	Profit for the Year from discontinuing operations	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00			100%
15	Profit / (Loss) After Taxation (PAT)	2.37	148.37	1.04	87.39	(7.38)	(13.49)	(1,365.07)	(7.09)	0.05	34.34	89,68,511	361.86	18.41	(3.07)	(127.09)	(14.53)
16	Dividend	-	-	-	-	-	-	-	-	-	-	896.85	-	-	-	-	-
17	% of share Holding	99.90%	99.90%	100.00%	100.00%	90.00%	90.00%	100.00%	100.00%	100.00%	100.00%	1,629.56	100.00%	73.50%	99.00%	53.15%	100%
18	Relation with Holding Company	Direct Subsidiary		Step-down Subsidiary		Step-down Subsidiary		Step-down Subsidiary		Direct Subsidiary		Direct Subsidiary	Direct Subsidiary	Step-down Subsidiary	Direct Subsidiary	Direct Subsidiary	Direct Subsdiary Sec-8 Company

i-Wholly owned subsidiary of Kestone CL Asia Hub Pte. Ltd.

2Subsidiary of Kestone CL Asia Hub Pte. Ltd.

5DEXIT Global Limited (Formerly NSEIT Limited) was acquired by the Company with effect from February 20, 2025.

Part "B": Associates and Joint Ventures

Statement Pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of the Associates / Joint Ventures	None
Latest Audited Balance Sheet	-
Shares of Associate / Joint Ventures held by the Company on the year End	-
# Number of Shares	-
# Amount of Investment in Associate / Joint Venture	-
Extent of Holding	-
Description of how there is significant influence	-
Reason why the associate/Joint Venture is not consolidated	-
Net worth Attributable to shareholding as per latest audited Balance Sheet	-
Profit / (Loss) for the Year	-
Considered in Consolidation	-

Notes:

1. Names of associates or joint ventures which are yet to commence operations: None

2. Names of associates or joint ventures which have been liquidated or sold during the year: None

ANNEXURE-II

Form No. MR-3

SECRETARIAL AUDIT REPORT

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025

To

The Members CL Educate Limited

We have conducted the Secretarial Audit of the Compliance of Applicable Statutory provisions and the adherence to good corporate practices by CL Educate Limited having CIN: L74899DL1996PLC425162 (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the Corporate Conducts/Statutory Compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2025, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment; and

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not Applicable, as there was no instance during the year);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (Not Applicable, as there was no event during the year under review);

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not Applicable, as there was no instance during the year under review); and

(h) The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 (Not Applicable, as there was no event during the year under review).

(vi) There are no laws that are specifically applicable to the Company based on their sector/industry except The Trade Marks Act, 1999; The Patents Act, 1970 and The Copyright Act, 1957.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India; and

(ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

Based on the information provided by the Company, its officers and authorized representatives during the conduct of the audit, and also on the review of compliance reports by the respective Department Heads / Company Secretary / CFO / KMP taken on record by the Board of Directors of the Company, in our opinion, adequate systems and processes and control mechanism exist in the Company to monitor and ensure compliance with applicable general laws like labour laws, competition law, environmental laws and all other applicable laws, rules, regulations and guidelines. The Company has, wherever applicable, responded to compliance requirements, notices for demands, claims, penalties etc. levied, by statutory/regulatory authorities and initiated actions for corrective measures and compliance thereof.

We further report that the compliance by the Company of applicable financial laws, like direct and indirect tax laws, and Labour Law Compliances have not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive and Independent Directors.

We further report that:

Adequate notices were given to all Directors / Members to schedule the Board Meetings and Committee Meetings along with the agendas generally at least seven days in advance and detailed notes on agenda were sent well in advance before the meeting and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings were carried out unanimously/by majority, as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that during the audit period, the following are the major events carried out by the Company and complied with the necessary requirements:

a) Allotted 45,921 Equity Shares of face value of 5/- each, at an offer price of 12/- each on July 09, 2024 under Amended and Restated Career Launcher Employee Stock Options Plan 2014 (“CL ESOP Plan").

b) Received a request on July 31, 2024 from Mr. Sujit Bhattacharyya- one of our Promoter Shareholders and from his Relatives belonging to the Promoter Group Category seeking re-classification from “Promoter and/or Promoter Group Category" to “Public Category". Separate applications for the same have been filed with BSE Limited (“BSE") and National Stock Exchange of India Limited (“NSE") seeking their approval for reclassification on October 04, 2024.

c) Entered into a new line of business of organizing premium social events and management services in India and abroad, including luxury weddings, high- end social events, and private functions, through a newly incorporated wholly owned subsidiary of the company-Kestone Utsav Private Limited on December 20, 2024.

d) Acquired 17,199 Equity Shares of Threesixtyone Degree Minds Consulting Private Limited (361DM), an existing Subsidiary Company, of face value of 10/- each at a premium of 3,687/- on preferential basis through Private Placement Mechanism through a share swap of 7,350 Equity Shares of face value of 10/- each of Ice Gate Educational Institute Private Limited (Ice Gate). Consequently, the shareholding of the Company in 361DM increased from 38.92% to 53.15%, and decreased from 73.5% to NIL in Ice Gate, with Ice Gate becoming a step down subsidiary of CL.

e) Availed a loan of 210 Crore from Piramal Finance Limited (formerly Piramal Capital and Housing Finance Limited) being the primary lender, along with Oxyzo Financial Services Limited and Hero Fincorp Limited (collectively referred to as “Lenders") for funding the acquisition of DEXIT Global Limited (formerly NSEIT Limited).

Pursuant to one of the covenants of the above- mentioned loan facility availed by CL Educate Ltd. from the Lenders, 2 of the promoter Directors of the Company namely Mr. Satya Narayanan R and Mr. Gautam Puri executed Non-Disposal Undertaking (NDUs) against their equity shareholding in the Company to the tune of 70,32,781 shares each (13% of the paid -up equity shareholding by each Promoter) in favour of the Piramal Trusteeship Services Private Limited on February 19, 2025 and February 20, 2025, respectively.

f) Acquired DEXIT Global Limited (formerly NSEIT Limited), a step down subsidiary of National Stock Exchange of India Limited (NSE), by acquiring 100% of its equity and preference share capital from NSE Investments Limited (NSEIL) on February 20, 2025.

Pursuant to one of the covenants of the loan facility taken for this acquisition (also mentioned in point no c above), 70% of the equity shares of NSEIT Ltd. (the acquired entity) were pledged in favour of Piramal Trusteeship Services Private Limited on April 01, 2025, as security in order to secure the Rupee Term Loan Facility of 210 Crore.

We further report that during the year under review, there

were no events viz.:

i) Public/Right/Preferential issue of shares/Debenture/ Sweat Equity Shares;

ii) Redemption/ buy-back of securities;

iii) Major decisions taken by the members pursuant to Section 180 of the Companies Act, 2013;

iv) Merger / amalgamation / reconstruction, etc.; and

v) Foreign technical collaborations; or such other specific events / actions in pursuance of the above referred laws, rules, regulations, guidelines, etc., having any bearing on the Companys affairs.

Annexure

To

The Members

CL Educate Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

ANNEXURE-III

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

DEXIT GLOBAL LIMITED (Formerly NSEIT Limited)

Regd. Office: 502, 5^th Floor, Skyline Icon, Andheri-Kurla Rd., Andheri East, Mumbai, Maharashtra- 400059

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by DEXIT Global Limited (Formerly NSEIT Limited) having CIN: U72200MH1999PLC122456 (hereinafter called as the Company) for the Financial Year ended on 31^st March, 2025 (the “Audit Period/ Review Period").

We have conducted the Secretarial Audit in a manner that provided us with a reasonable basis for evaluating the Companys corporate conducts/ statutory compliances and expressing our opinion thereon.

We are issuing this report based on:

(i) Our verification of the Companys books, papers, minutes books, soft copies of various records, scanned signed copies of minutes of the Board and Committee meetings, forms and returns filed and other records provided to us and other records maintained by the Company during the review period as well as before the date of issue of this report;

(ii) Compliance certificates confirming compliance with corporate laws applicable to the Company as given by the Key Managerial Personnel/ Senior Managerial Personnel and taken on record by the Companys Audit Committee/ Board of Directors; and

(iii) Representations made, documents produced and information provided by the Company, its officers, agents and authorized representatives during our conduct of Secretarial Audit.

We hereby report that, in our opinion, during the Audit Period covering the Financial Year ended on 31^st March, 2025, the Company has:

(i) Complied with all the statutory provisions listed hereunder; and

(ii) Board processes and compliance mechanisms in place

to the extent, in the manner and subject to the reporting made hereinafter.

The members are requested to read this report along with our letter of even date annexed to this report as “Annexure-A".

1. COMPLIANCE WITH SPECIFIC STATUTORY PROVISIONS:

We further report that:

1.1 We have examined the books, papers, minutes books, forms and returns filed and other records maintained by the Company during the review period, in terms of the applicable provisions/ clauses of:

(i) The Companies Act, 2013 (the “Act") and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) The Foreign Exchange Management Act (“FEMA"), 1999 and the Rules and Regulations made thereunder to the extent of Overseas Direct Investments.; and

(v) Secretarial Standards relating to Board Meetings and General Meetings issued by The Institute of Company Secretaries of India and notified by the Central Government under Section 118(10) of the Act which have mandatory application to the Company.

1.2 During the period under review:

(i) The Company has complied with the all the applicable provisions of all the aforesaid Acts, Rules, Regulations, Guidelines and Secretarial Standards as mentioned above.

(ii) Generally complied with the applicable provisions/clauses of:

(a) FEMA to the extent of Overseas Direct Investment under paragraph 1.1 (iv);

(b) The Secretarial Standards respectively on meetings of Board of Directors (SS- 1), its committees and on General Meetings (SS-2) mentioned under paragraph 1.1 (v) above, which are applicable to the meetings of the Board, Committees constituted by the Board held during the year under review and the resolutions passed by circulation by the Board and 25^th Annual General Meeting (AGM) of the Company held on 07^th June, 2024 at shorter notice and Extra-Ordinary General Meetings (EGM) held at shorter notice on 27^th December, 2024, 03^rd March, 2025 (of the Equity Shareholders), 03^rd March, 2025 (of the Preference Shareholders) and 12^th March, 2025. The compliance of the provisions of the Rules made under the Act with regard to participation of Directors through video conference for the Board/Committee meeting(s) held during the year, were verified based on the copies of the minutes of the meetings provided by the Company.

1.3 During the audit period under review, provisions

of the following Acts/Regulations were not

applicable to the Company:

(i) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(ii) SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(iii) SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(iv) SEBI (Delisting of Equity Shares) Regulations, 2021;

(v) SEBI (Buy-back of Securities) Regulations, 2018;

(vi) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(vii) SEBI (Prohibition of Insider Trading) Regulations, 2015; and

(viii) SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993.

2. BOARD PROCESSES OF THE COMPANY:

We further report that:

2.1 The Board of Directors of the Company as on 31^st March, 2025 comprised of:

(i) Three Non-Executive Non-Independent Directors- Mr. Satya Narayanan Ramakrishnan (DIN- 00307326), Mr. Arjun Wadhwa (DIN- 06825193), and Mr. Yatrik Vin (DIN- 07662795); and

(ii) Three Non-Executive Independent Directors including one Woman Director- Mr. Srinivasan Krishnakumar (DIN- 09203779), Ms. Madhumita Ganguli (DIN- 00676830), and Mr. Subrahmanyam Reddi (DIN- 08097235).

2.2 The Board of Directors of the Company is duly constituted with proper balance of Non-Executive and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

2.3 Adequate notices and Agenda and detailed notes on Agenda were given to all Directors/ Members to schedule the Meetings of the Board of Directors and its Committees, which were sent within the stipulated time as required under Section 173(3) of the Act and SS-1 to enable them to plan their schedule and where notice, Agenda and Notes to Agenda was circulated at shorter notice, the consent of all Directors was obtained.

2.4 A system exists for directors to seek and obtain further information and clarifications on the agenda items before the meetings and to ensure their meaningful participation at the meetings.

2.5 We note from the minutes examined that, at the Board meetings held during the review period:

(i) Decisions were either taken through the majority of the Board or unanimously; and

(ii) No dissenting views were expressed by any Board member on any of the subject matters discussed, which were required to be recorded as part of the minutes.

3. COMPLIANCE MECHANISM

There are reasonably adequate systems and processes prevalent in the Company, which are commensurate with its size and operations, to monitor and ensure compliance with all applicable laws, rules, regulations and guidelines.

4. SPECIFIC EVENTS / ACTIONS

4.1 During the period under review, the following

specific events/ actions, having a major bearing

on the Companys affairs took place: -

1. The members at the AGM held at a shorter notice on 07^th June, 2024 gave their consent to alter the terms and conditions of the appointment of Mr. Anantharaman Sreenivasan, Managing Director & CEO of the Company and for the discontinuance of the Long-Term Incentive Plan (applicable w.e.f. 01^st April, 2024) and approved the longterm incentive payout upto 31^st March, 2024 amounting to 1,06,59,375/- to him.

2. At the AGM held on 07^th June, 2024, a dividend of 700 Lacs was declared on 7%, Seven Years, Cumulative Redeemable Preference Shares and a dividend of 684.57 Lacs was declared on Series A, 7%, Seven Years, Cumulative Optionally Redeemable Preference Shares.

3. The Company along with its subsidiary Companies- Aujas Cybersecurity Limited, CXIO Technologies Limited and NSEIT (US) Inc., had entered into a Share Subscription and Share Purchase Agreement and Business Transfer Agreement (Transaction Documents) with Investcorp Growth Equity Fund, Investcorp Growth Opportunity Fund and Investcorp India Private Equity Investments Limited (collectively known as Investcorp entities/ Acquirer/ Purchaser) vide Agreement dated 29^th April, 2024. Based on the Transaction Documents executed on 29^th April, 2024, the Board of Directors at its Meeting held on 17^th September, 2024 approved the final consideration of 888.42 Crores payable by Investcorp entities for the acquisition of Technology Business of the Company.

4. The Board of Directors at its 120^th Meeting held on 17^th September, 2024 has accorded its in-principle approval subject to approval of shareholders and required authorities as may be required in this regard, to enter into a binding offer and pursue final discussions and/or negotiations with CL Educate Limited for the sale of the Digital Examination Business (DEX) (“Project Matrix").

5. The Board of Directors, at its 123^rd Board Meeting held on 06^th December, 2024, accorded its approval towards declaration of following interim dividends, payable to shareholders whose names appeared in

the Register of Members maintained by the Company/ List of Beneficial Owners as received from the Depository/RTA as on 6^th December, 2024:

a) An interim dividend of 4.50/- [4.5]% per share on 7% Seven-Year Cumulative Redeemable Preference Shares of 100 each, aggregating to 4,50,00,000/- (Rupees Four Crores and Fifty lakhs Only).

b) An interim dividend of 4.50/- [4.5]% per share on the Series A, 7%, Seven Years, Cumulative Optionally Convertible Redeemable Preference Shares of 100 each, aggregating to 5,08,50,000/- (Rupees Five Crores Eight Lacs and Fifty Thousand Only).

c) An interim dividend of 450/- [4500]% per equity share on the fully paid equity share capital aggregating to 450,00,04,500 (Rupees Four Hundred Fifty Crores Four Thousand and Five Hundred Only).

6. The Equity Shareholders at its ExtraOrdinary General Meeting held at a shorter notice on 27^th December, 2024 accorded its approval, based on the approval provided by Board of Directors at its 124^th Board Meeting held on 26^th December, 2024, to purchase the Companys own equity shares (hereinafter referred to as the "Buyback") of up to 10,31,499 (Ten Lacs Thirty-One Thousand Four Hundred and Ninety-Nine only) fully paid up Equity Shares (“Offer Shares") of the face value of 10/- (Rupees Ten) each, at a price not exceeding 527 (Rupees Five Hundred and Twenty-Seven only) per equity share (the "Buyback Offer Price") payable in cash, for an aggregate amount not exceeding 54.36 Crores (Rupees Fifty Four Crores Thirty Six Lacs only) (the "Buyback Offer Size"), being more than 10% but less than 25% of the total paid- up Equity Share Capital and free reserves of the Company as per the latest Unaudited Financial Statements (limited review) of the Company as on 30^th September, 2024, from all the existing Equity Shareholders of the Company whose name appears in the Register of Members/ Beneficial Owners as on 27^th December, 2024 (“Record Date"), within the limits as prescribed under the Act, through the Tender Offer mechanism.

7. The Board of Directors at its 124^th Board Meeting held on 26^th December, 2024 had approved Partial Redemption of Series A, 7% Seven Years, Cumulative Optionally Convertible Redeemable Preference Shares of 100/- (Rupees One Hundred Only) each amounting upto 30,00,00,000 (Rupees Thirty Crores Only), in one or more tranches. Further it was approved that the sum of upto 30,00,00,000 (Rupees Thirty Crores Only), be redeemed out of the profits of the Company and transferred to the Capital Redemption Reserve Account.

The terms of Series A, 7%, Seven Years, Cumulative Optionally Convertible Redeemable Preference Shares be modified for early redemption, with the consent of the preference shareholders, and in compliance with the applicable provisions of the Act, the relevant rules framed thereunder.

10,00,000 Series A, 7%, Seven Years, Cumulative Optionally Convertible Redeemable Preference Shares of 100/- (Rupees One Hundred Only) amounting to 10,00,00,000 (Rupees Ten Crores Only) were redeemed during the period under review. On 20^th January, 2025, the Company has paid a dividend on the said preference shares amounting to 11.58 Lacs.

8. The Board of Directors at its 124^th Board Meeting held on 26^th December, 2024 declared an interim dividend, at the rate of 225/- i.e. [2250]% per equity shares on the paid-up equity share capital (on 89,68,511 outstanding equity shares, after giving effect to the buy back), aggregating to 201,79,14,975 (Rupees Two Hundred One Crores Seventy-Nine Lacs Fourteen Thousand Nine Hundred and Seventy- Five only) that was to be funded from the remaining retained earnings balance (i.e. balance in the profit and loss account) lying upto 30^th September, 2024, after payment of first interim dividend amounting to 450 Crores (funded out of retained earnings), and payment of 54.36 Crores towards buy back of 10,31,499 equity shares of the Company (funded out of the general reserves), to those shareholders whose name appeared on the Register of Members maintained by the Company/List of Beneficial Owners as received from the Depositories/RTA on 03^rd January, 2025.

9. The Board of Directors at its 126^th Board Meeting held on 12^th February, 2025, accorded its approval towards declaration of following interim dividends, payable to shareholders whose names appeared in the Register of Members maintained by the Company/ list of beneficial owners as received from the Depository/RTA as on 7^th February, 2025: -

a. An interim dividend on 7% Seven Years Cumulative Redeemable Preference Shares of 100 each, aggregating to 1,36,84,930/- (Rupees One Crores Thirty Six Lacs Eighty-Four Thousand Nine Hundred and Thirty Only).

b. An interim dividend on Series A 7% Seven Years, Cumulative Optionally Convertible Redeemable Preference Shares of 100 each, aggregating to 1,40,95,479 (Rupees One Crores Forty Lacs Ninety- Five Thousand Four Hundred and Seventy Nine Only).

c. An interim dividend of 11/- [110]% per equity share on the fully paid equity share capital aggregating to 9,86,53,621 ((Rupees Nine Crores Eighty-Six Lacs Fifty-Three Thousand Six Hundred Twenty-One Only).

10. The Company had entered into a Share Purchase Agreement dated 31^st January, 2025 (as amended) executed amongst the Company, NSE Investments Limited and CL Educate Limited (“the Share Purchase Agreement"). Pursuant to the provisions contained in Share Purchase Agreement, Section 56 of the Act read with the Companies (Share Capital and Debentures) Rules, 2014 and other relevant provisions, the Board of Directors at its 127^th Board Meeting held on 20^th February, 2025, approved and took on record the sale and transfer of 89,68,511 (Eighty-Nine Lacs Sixty-Eight Thousand Five Hundred and Eleven) equity shares of 10 each, 1,00,00,000 (One Crore) 7% Seven Years, Cumulative Redeemable Preference shares of 100 each and 1,03,00,000 (One Crore Three Lacs) Series A 7%, Seven Years, Cumulative Optionally Convertible Redeemable Preference shares of 100 each, to CL Educate Limited and its nominee shareholders.

The Board also the approved the transfer of 1,000 equity shares held by the Company

in NSE Foundation to NSE Investments Limited, upon and subject to the receipt of the necessary approvals from the Securities and Exchange Board of India by NSE Investments Limited for the purchase of such shares of NSE Foundation from the Company, at a price to be determined based on the valuation report to be obtained by NSE Investments Limited at the time of the transfer of shares.

11. The Equity and Preference Shareholders at their respective Extra-Ordinary General Meeting held on 03^rd March, 2025 accorded their approval pursuant to Section 66 of the Act read with National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016, and all such laws as may be applicable from time to time, and in accordance with the Memorandum of Association and the Articles of Association (Article 72) of the Company and subject to the approval of the Honble National Company Law Tribunal (NCLT), Mumbai Bench and any other statutory authorities, as the case may be, for reduction of preference share capital of up to 2,03,00,000 (Two Crores and Three Lacs) shares at face value of 100 (Rupees One Hundred) per preference share of the Company, by paying an aggregate consideration of up to and not exceeding 203,00,00,000 (Rupees Two Hundred and Three Crores) to preference shareholders of the Company by debiting the preference share capital and crediting cash and bank account thereby resulting in reduction of the issued, subscribed and paid-up preference share capital of the Company and the balance preference shares, if any, shall remain outstanding.

12. The Equity Shareholders at its ExtraOrdinary General Meeting held on 12^th March, 2025 approved the following special businesses: -

a. Change in the Name of the Company and consequent alteration to the Memorandum and Articles of Association of the Company.

The members accorded their approval pursuant to the provisions of Sections 4, 5, 13, 14 and other applicable provisions, if any, of the Act and Rules made thereunder to change the name of the Company from “NSEIT Limited" to “DEXIT Global Limited" and consequent alteration to the Memorandum and Articles of Association of the Company.

b. To create mortgage/ charge/ hypothecation/ pledge etc. on the Companys assets/ properties etc. under Section 180(1)(a) of the Act.

The members accorded their approval pursuant to the provisions of Section 180(1)

(a) and other applicable provisions, if any, of the Act read with Rules made thereunder to create security by way of mortgage, hypothecation, charge, pledge, by whatever name called, on the assets and properties of the Company, movable or immovable, tangible or intangible, present or future, wherever situated, in favour of the lender(s), for securing the Companys or its Group Companies borrowings, credit facilities, financial assistance by whatever name called, taken/ to be taken from any particular lender upto a limit of 3,50,00,00,000/- (Rupees Three Hundred and Fifty Crores Only) or upto the limits specified under Section 180(1)(a) of the Act, as may be amended from time to time, whichever is higher.

Annexure A to the Secretarial Audit Report for the Financial Year ended 31st March, 2025

To,

The Members,

DEXIT Global Limited (Formerly NSEIT Limited)

Regd. Office: 502, 5^th Floor, Skyline Icon, Andheri-Kurla Rd.,

Andheri East, Mumbai, Maharashtra- 400059.

Our Secretarial Audit Report of even date is to be read along with this letter.

1. The Companys Management is responsible for maintenance of secretarial records and compliance with the provisions of corporate and other applicable laws, rules, regulations and standards. Our responsibility is to express an opinion on the secretarial records produced for our audit.

2. We have followed such audit practices and processes as we considered appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records.

3. We have considered compliance related actions taken by the Company as being in compliance with law.

4. We have verified the secretarial records furnished to us on a test basis to see whether the correct facts are reflected therein. We have also examined the compliance procedures followed by the Company. We believe that the processes and practices we followed, provide a reasonable basis for our opinion.

5. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

6. We have obtained the Managements representation about the compliance of laws, rules and regulations and happening of significant events, wherever required.

7. Our Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

ANNEXURE-IV

Annual Report on Corporate Social Responsibility (CSR) Activities for the Financial Year 2024-25

1. Brief outline on CSR Policy of the Company.

Pursuant to Section 135(1) of the Companies Act, 2013 (“the Act") read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors has constituted a CSR Committee. The Board has framed a CSR Policy and modified it in accordance with the provisions of Section 135 of Act read with rules made thereunder, as amended. The said policy is placed on the website of the Company and is available on the web link:

http://www.cleducate.com/policies/CL%20Educate%20Limited CSR%20Policy.pdf .

In line with its CSR Policy and in accordance with Schedule VII to the Act, the Company has identified the following key areas to undertake its CSR projects:

? Education

? Skill & Livelihood Development ? Sustainability & Environment ? Research & Incubation ? Promoting health care

? Eradicating hunger, poverty and malnutrition ? Protection of national heritage, art and culture

2. Composition of CSR Committee:

Sr Name of Director No.	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the Financial Year 2024-25	Number of meetings of CSR Committee attended during the Financial Year 2024-25
1 Mr. Girish Shivani	Chairperson - Non-Executive Independent Director	2	2
2 Mr. Satya Narayanan R	Member - Chairman & Executive Director	2	2
3 Mr. Gautam Puri	Member - Vice Chairman & Managing Director	2	1

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company.

Particulars	Web-Link
Composition of CSR committee	http://www.cleducate.com/corporate-governance-pdf.html
CSR Policy	http://www.cleducate.com/policies/CL%20Educate%20Limited CSR%20Policy.pdf
CSR projects	http://www.cleducate.com/policies/CL-CSR-Proiects.pdf

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable.:

Not Applicable

5. (a). Average net profit of the Company as per Section 135(5): 1076.51 Lacs

(b) . Two percent of average net profit of the Company as per Section 135(5): 21.53 Lacs

(c) . Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil

(d) . Amount required to be set off for the financial year, if any: Nil

(e) . Total CSR obligation for the financial year (5b+5c-5d): 21.53 Lacs

6. (a). Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Details of CSR amount spent against ongoing projects for the financial year:

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

Sl.

Name

Item from the list

Local

Location of the project

Project duration

Amount allocated

Amount spent in

Amount transferred to Unspent CSR

Mode of Implementation - Direct (Yes/ No)

Mode of Implementation - Through Implementing Agency

No.

of the Project

Schedule VII to the Act

(Yes/ No)

State

District

for the project (in Lacs)

the current financial Year (in )

Account for the project as per Section 135? (in Lacs)

CSR Registration number

Name

1

Kala Srishti*

(v) protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional art and handicrafts;

Yes

Online

Online

Ongoing Multi-Year Project

20 Lacs for FY 2024-25

22.03 Lacs during FY 2024-25

Nil

Yes

No

No

Nil

*Kala Srishti is an initiative to empower artisans and promote GI and non-GI products across India, to increase visibility, create awareness about GI products and leverage business through onboarding PAN India artisans on our immersive platform, by creating virtual stores. We have curated more than 50+ virtual stores and reached out 450+ GI tagged artisans all across the country, to showcase the products across Geographies, bringing the artisans their due worth through business and awareness.

Details of CSR amount spent against "other than ongoing projects" for the financial year:

(1) (2) (3) (4)	(5)		(6) (7)	(8)
Item from the list Name Sr. f of activities in Local area No. of the schedule VII to (Yes/ No) Project the Act	Location of the project		Mode of Amount spent for implementation the project (in - Direct (Yes/ Lacs) No)	Mode of implementation - Through implementing agency
	State	District		Name	CSR registration number
Nil

(b) . Amount spent in Administrative Overheads: Nil

(c) . Amount spent on Impact Assessment, if applicable: Not Applicable

(d) . Total amount spent for the Financial Year (6a+6b+6c): 22.03 Lacs

(e) . CSR amount spent or unspent for the Financial Year:

Total Amount	Amount Unspent (in Lacs)
Spent for the Financial Year (in Lacs)	Total Amount transferred to Unspent CSR Account as per section 135(6)		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5)
	Amount.	Date of transfer.	Name of the Fund.	Amount.	Date of transfer.
22.03	Nil	Not Applicable	Not Applicable	Not Applicable	Not Applicable

(f) Excess amount for set off, if any:

Sr. No.	Particular	Amount (in Lacs)
(i)	Two percent of average net profit of the company as per section 135?	21.53
(ii)	Total amount spent for the Financial Year	22.03
(iii)	Excess amount spent for the financial year [(ii)-(i)]	0.50
(iv)	Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	Nil
(v)	Amount available for set off in succeeding financial years [(iii)-(iv)]	0.50

7. (a) Details of Unspent CSR amount for the preceding three financial years:

Amount Balance transferred Amount in Amount Sr Preceding to Unspent Unspent CSR Spent in the No Financial CSR Account Account Financial Year under section under section Year (in 135(6) 135(6) (in Lacs) (in Lacs) Lacs)	Amount transferred to a Fund as specified under Schedule VII as per second proviso to of section 135(5), if any.		Amount remaining to be spent in Deficiency, succeeding if any financial years (in Lacs)
	Amount (in Lacs)	Date of transfer
Nil

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

Short particulars of the Sl property or asset(s) No [including complete address and location of the property]	Pin code of Date of the property creation or asset(s)	Amount of CSR amount spent	Details of entity/ Authority/ beneficiary of the registered owner
Not Applicable			CSR	Name	Registered
			Registration Number, if applicable	Not Applicable

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5).

Not Applicable

ANNEXURE-V

Particulars of Employees and Related Disclosure

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below:

S. no.	Particulars	Remarks
1	The ratio of the remuneration/ commission of each director to the median remuneration of the employees of the Company and	% increase in Ratio to median remuneration Name of the Directors/KMP remuneration in the Financial Year 2024-25
	percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and	Non-Executive Directors
		Ms. Madhumita Ganguli 0.38	(61.76) 1
	Company Secretary in the Financial	Mr. Girish Shivani 0. 61	(50.79) 1
	Year 2024-25.	Mr. Sanjay Tapriya 0. 49	(57.86) 1
		Mr. Piyush Sharma 0. 19	(73.19) 1
		Mr. Imran Jafar 0.002	0.002
		Executive Directors
		Mr. Satya Narayanan R 29.12 (Chairman & Executive Director)	2.38 %
		Mr. Gautam Puri 29.12 (Vice Chairman & Managing Director)	2.38 %
		Mr. Nikhil Mahajan 29.693 (Executive Director & Group CEO Enterprise Business)	2.38 %
		Chief Financial Officer
		Mr. Arjun Wadhwa 11.00	8.69 %
		Company Secretary and Compliance Officer
		Ms. Rachna Sharma 6.00	8.26 %
2	The percentage decrease in the median remuneration of employees in the Financial Year.	The percentage increase in the median remuneration of employees in the Financial Year 2024-25, as compared to the median remuneration of employees in the preceding Financial Year 2023 -24 , was 7 %. Median remuneration of employees for 2023-24 and 2024-25 was 5.97 Lacs and 6.39 Lacs respectively
3	The number of permanent employees on the rolls of Company	As on March 31, 2025 , there were 358 permanent employees on the rolls of the Company.
4	Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	Average percentile increase in the salaries of employees other than the managerial personnel in the last Financial Year was approximately 10.21 %, whilst the average percentile increase in the managerial remuneration in the last Financial Year was 2.38 %.
5	Affirmation that the remuneration is as per the remuneration policy of the Company	The Company affirms that the remuneration is as per the remuneration policy (Recommendation Report of NRC Committee) of the Company.

1 There was no change in the Profit Based Commission entitlement for the Non-Executive Directors (NEDs) from FY 2023 -24 to FY 2024 -25 . The figures represent the % increase/decrease in the actually paid compensation as against the Board or Shareholders approved Compensation (0.15% of the adjusted Net Profits as per Section 198 of the Act paid in both the years). Sitting Fee paid to the Non-Executive Directors for attending Meetings of the Board and Committees during Financial Years 2023 -24 and 2024 -25 has also been considered while computing the figures .

2 Mr. Imran Jafar, Non-Executive Non-Independent Director, has waived off all compensation, in whatever form payable to him by the Company, present and future.

3 Being on deputation to Kestone CL US Ltd. ("Kestone US"), Mr. Nikhil Mahajans entire remuneration for the Financial Year 2024-25 was paid in USD by Kestone US.

Notes:

a) The % increase/decrease in the salaries of employees and Directors has been calculated on the basis of the actual remuneration received by them as against their total entitlement in terms of their Cost to the Company (“CTC"), for Financial Years 2023 -24 and 2024 -25 .

b) For the purpose of determining average percentile increase in the salaries of employees other than the managerial personnel, the salaries only of those employees who on the payroll of the Company throughout both the Financial Years 2023 -24 and 2024 -25 have been considered.

c) For the purpose of determining the median remuneration of employees, the remuneration only of those employees has been considered who were on the payroll of the Company throughout the Financial Year 2024 -25.

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

ANNEXURE-VI

Information as per Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Top 10 employees in terms of remuneration during the financial year 2024-25

s. No.

Name of the Employee

Designation

Remuneration for the Financial Year2024-251

Nature of employment

Educational Qualification

Experience (in years)

Date of Joining

Age (in years)

Previous employment

Equity holding in the Company as on March 31, 2025 (No. of Shares)

Name of director or manager who is the relative of Employee

1

Mr. Nikhil Mahajan2

Executive Director and Group CEO Enterprise Business

$ 2,21,7063

Whole Time Employee

B.Tech (Electrical) - NT (BHU) Varanasi, PGDM- IIM (Bangalore)

32

12.10.2001

54

AF Ferguson and Modipon Limited

1,31,468

None

2

Mr. Satya Narayanan R

Chairman and Executive Director

? 186.36 Lacs

Whole Time Employee

B.Sc (Computer Science) - St. Stephens Co liege- DU, PGDM - IIM (Bangalore)

32

25.04.1996 (Since Incorporation)

55

Ranbaxy Laboratories Limited

99,59,832

None

3

Mr. Gautam Puri

Vice Chairman and Managing Director

? 186.36 Lacs

Whole Time Employee

B.E. (Chemical) - Punjab Engineering College, Chandigarh, PGDB - IIM (Bangalore)

35

25.04.1996 (Since Incorporation)

60

Vam Organics Chemicals Limited

94,28,520

None

4

Ms. Sujatha Kshirsagar

President & Chief Business Officer

? 88.88 Lacs

Whole time Employee

IIM (Bangalore)

26

14.04.2021

54

Founder and CEO of Drstikona

59,365

None

5

Mr. Arjun Wadhwa

Chief Financial Officer (CFO)

? 72.04 Lacs

Whole Time Employee

B.Sc (H). Statistics- DU, Advanced Diploma Software Technology - PGPM - MDI

24

12.04.2017

45

Goals for Souls, Career Launcher

13,581

None

6

Mr. Alok Mehta

President

? 66.89 Lacs (Prorata)

Group CHRO

BA (Economics) & Masters in Personal Management-TATA Institute of Social Sciences

31

09.12.2024

54

Total Environment Building Systems Pvt. Ltd.

1,192

None

7

Mr. Ashish Bahri

Executive Vice President- COCO & Network Business

? 63.57 Lacs

Whole Time Employee

B.Com - DU, Diploma in Management (All India Management Association)

30

07.11.2014

51

NIIT Limited, CLEIS, Bajaj Allianz Life Insurance Ltd.

8,237

None

8

Mr. Puneet Kumar Jindal

Vice President- Institutional Business

? 58.80 Lacs

Whole Time Employee

MBA in International Education

25

01.07.2021

46

Aakash Edutech

5,008

None

s. No.

Name of the Employee

Designation

Remuneration for the Financial Year 202A-251

Nature of employment

Educational Qualification

Experience (in years)

Date of Joining

Age (in years)

Previous employment

Equity holding in the Company as on March 31, 2025 (No. of Shares)

Name of director or manager who is the relative of Employee

9

Mr. Manish Gupta

Executive Vice President

? 57.83 Lacs

Whole Time Employee

B.Tech (Mech)-IIT Kanpur & EPGD- IB -IIFT

24

16.10.2023

51

Unyscape Infocom

Nil

None

10

Mr. R Sreenivasan

Chief Custom Officer (CCO)

? 56.95 Lacs

Whole Time Employee

Masters in Computer Application (Gwalior), Master in Computer Science and Technology (M. Tech), IIM (Bangalore),

18

01.04.2014

58

Sony Entertainment Television, Tata Consultancy Services

14,14,792

None

Note:

1AII figures of Remuneration quoted above are based on the Actual Paid Remuneration pertaining to Financial Year 2024-25 and does not include the value of the Employee Stock Options (ESOPs) of CL Educate Ltd. granted to the employees.

2The aforesaid remuneration does not include the value of the Employee Stock Options (ESOPs) of Kestone Singapore Hub Pte Ltd. granted to Mr. Nikhil Mahajan.

5Being on deputation to Kestone CL US Ltd. ("Kestone US"), Mr. Nikhil Mahajans entire remuneration for the Financial Year 2024-25 was paid in USD by Kestone US.

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

ANNEXURE-VII

FORM NO. AOC -2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis: Nil

2. Details of material contracts or arrangement or transactions at arms length basis:

The details of material contracts or arrangements or transactions entered into by the Company with any of its Related Parties during the year ended March 31, 2025, which were at arms length basis are given below:

						Salient terms of
	Name(s) of the	Nature of			Duration of	the contracts or			Amount
S.	related party	Contracts/			the contracts /	arrangements	Date(s) of approval		paid as
No.	and nature of	arrangement/			arrangements/	or transactions	by the Board		advance,
	relationship	transactions			transactions	including the value, if any			if any
1	Mr. R	Mr. R Sreenivasan,			For the	The Audit	The transaction		Nil
	Sreenivasan	designated as			Financial Year	Committee	was approved
	(Brother of	Chief Customer			2024-25	approved an	by the Audit
	Mr. Satya	Officer in CL				amount not	Committee of the
	Narayanan	Educate Ltd. (“CL")				exceeding 75	Company at its
	R, Chairman	is the brother of Mr.				.00 Lacs to be	meetings held on
	& Executive	Satya Narayanan				paid as salary	May 10, 2023.
	Director)	R, Chairman & Executive Director), and is paid salary from CL. The transaction entered was at arms length basis and in the ordinary course of business, as the Salary being paid is commensurate with industry standards for people with similar background and experience.				for the Financial Year 2024-25 However, an amount of 56.95 Lacs was actually paid during the Financial Year 2024 -25 .	Under Section 188 of the Companies Act, 2013, the approval of the Board of Directors or Shareholders was not required, as the transaction entered was at arms length basis and in the ordinary course of business.
S. No.	Name(s) of the related party and nature of relationship		Nature of Contracts/ arrangement/ transactions	Duration of the contracts / arrangements/ transactions		Salient terms of the contracts or arrangements or transactions including the value, if any		Date(s) of approval by the Board	Amount paid as advance, if any
2	Mr. R Shiva Kumar (Brother- in- law of Mr. Satya Narayanan R, Chairman & Executive Director)		Mr. R Shiva Kumar, designated as Chief Academics Officer in CL Educate Ltd. (“CL") is the brother in-law of Mr. Satya Narayanan R, Chairman & Executive Director), and is paid salary from CL. The transaction entered was at arms length basis and in the ordinary course of business, as the Salary is commensurate with industry standards for people with similar background and experience.	For the Financial Year 2024-25		The Audit Committee approved an amount not exceeding 100.00 Lacs for the Financial Year 2024-25. However, an amount of 81.14 Lacs was paid during the Financial Year 2024-25		The transaction was approved by the Audit Committee of the Company at its meetings held on May 08, 2024. Under Section 188 of the Companies Act, 2013, the approval of the Board of Directors or Shareholders was not required, as the transaction entered was at arms length basis and in the ordinary course of business.	Nil