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 30 th (Thirtieth) 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, 2026.

1. Financial Summary and Highlights

( In Lacs)

S No. Particulars	Standalone		Consolidated
	FY 2025	FY 2026	FY 2025	FY 2026
I Revenue from operations	28,902	27,528	35,808	54,812
II Other income	1,092	2,864	1,035	2,148
III Total income	29,994	30,392	36,844	56,960
IV Expenses
a) Cost of materials consumed			911	704
b) Purchases of stock-in-trade	1,895	1,323	3	15
c) Changes in inventories of finished goods and work-in- progress	(249)	322	(116)	235
d) Employee benefits expense	5,267	5,487	6,659	11,617
e) Service delivery expenses	15,584	16,693	19,378	27,963
f) Sales & Marketing Expenses	2,010	1,148	2,209	1,476
g) Other expenses	3,358	3,514	4,538	8,005
V Total Operating Expenses	27,865	28,487	33,582	50,016
VI EBITDA	2,129	1,905	3,261	6,944
h) Finance costs	780	4,126	834	4,364
i) Depreciation and amortization expense	1,336	1,450	2,016	4,144
VII Total Expenses	29,981	34,064	36,433	58,524
VIII Profit/(Loss) before share of profit/(loss) of equity accounted investees and tax	13	(3,671)	411	(1,564)
IX Exceptional items	(419)	454	(419)	(480)
X Share of loss of equity accounted investees	-	-	-	-
XI Profit/(Loss) before tax (from continuing operations)	(406)	(3,218)	(9)	(2,044)
XII Tax Expenses	4	(875)	186	111
XIII Profit/(Loss) for the year (from continuing operations)	(410)	(2,342)	(195)	(2,155)
XIV (Loss)/profit for the year (discontinued operations)	(910)	(450)	(934)	(450)
XV Profit/(Loss) for the year	(1,320)	(2,792)	(1,129)	(2,605)
XVI Other Comprehensive Income for the year	54	22	117	600
Total comprehensive loss for the year (comprising loss XVII for the year and other comprehensive loss for the year)	(1,266)	(2,770)	(1,011)	(2,005)
XVIII Earnings Per Equity Share \u2013 Continuing & Discontinued
Operation
- Basic ( )	(0.76)	(4.32)	(2.09)	(4.81)
- Diluted ()	(0.76)	(4.32)	(2.09)	(4.81)

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, 2026, the Company achieved 90% of its total revenue from Operations on a standalone basis, with the remaining 10 % coming from Other Income The Other income during the year was exceptionally higher on account of the fair value true up of the RPS acquired as part of the DEX acquisition which are to be redeemed as per the expected NCLT order in capital reduction scheme filed by the Company in Mumbai the order of which was subsequently received on July 9 th 2026. The business-wise segmentation is done by the Company on a Consolidated level.

During the current financial year the company has taken on a stand alone basis the following items on an exceptional income a. One time provision towards implementation of the Wage Code b. In addition there was a certain component of deferred consideration towards acquisition of DEXIT Global, which is no longer payable and as such the provision has been written back resulting in one time exceptional income. Revenue distribution by geographical segment (in %)

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

95% 96% 1,433 Lacs in FY 2026 as compared to 1,274 Lacs in FY 2025. 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, 2026, the CL Group achieved 96% of its total Revenue from Operations on a consolidated basis, with the remaining 4% coming from Other Income. This compares to 97% from Revenue from Operations and 3% from the Other Income in the previous financial year. During the current financial year the company has taken on a consolidated basis the following items on an exceptional incomes a. One time provision towards implementation of the Wage Code. b. In addition there was a certain component of deferred consideration towards acquisition of DEXIT Global, which no longer is payable and such provision has been written back resulting in one time exceptional income. c. In addition there is an one time exceptional write off of a receivable in CLIP.

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

1. EdTech - Learning & development

2. DEX - Digital Assessments

3. MarTech

Segment Revenue – Consolidated Basis

On a consolidated basis, the revenue from operations grew by 53% to 54,812 Lacs in FY 2026 from 35,808 Lacs in FY 2025. There was a slow down in the EdTech segment wherein its revenue stood at 16,324 Lacs in FY 2026 as compared to 18,425 Lacs in FY 2025. The MarTech segment had a topline growth of 11 % to 16,156 Lacs in FY 2026 from 14,575 Lacs in FY 2025.

The newly added DEX vertical contributed 22,332 Lacs to the topline of the Group for the full year during FY26 as compared to 2,809 Lacs of revenue during the 40 day period from the date of its acquisition during the FY 2025.

Revenue distribution by geographical segment (in %)

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

1. EdTech: Learning & development

The EdTech Learning and Development segment comprises of the following verticals:

? Test Preparation & Coaching

? Publishing & Content Monetization

? Student mobility & Platform Monetization

1.1 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.

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

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

1.2 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.

Platform Monetization & Student Mobility:

Under its Platform Monetization and Student Mobility segment, CL Educate provides a comprehensive array of services and products, including: i. Integrated Solutions for educational institutions and universities across India. ii. Student Recruitment Services. iii. Marketing and Student Outreach Services. Operating under the brand CL Media with its proprietary Easyapply a highly sophisticated platform enabling student applications to about 100 institutions in a seamless fully digital manner., This institutional business arm offers digital marketing, print solutions, events, and student outreach services to higher education institutions and universities nationwide. With over 200 institutional partners, CL Media has successfully reached out and enabled more than 100,000 students through its annual outreach initiatives, including student fairs, seminars, workshops, and brand-building activities.

The Student Mobility business includes the following services: a. Admission Consulting i. Counselling & Support ii. Guidance & Review – SOPs/Essays/Selection of Colleges iii. Interview preparation b. Exam Prep i. IELTS / TOEFL ii. GMAT iii. GRE iv. SAT c. Visa Consulting i. Interview Preparation ii. Verification of Funds iii. Online Application & Docket Preparation iv. Value Added Services a. Accommodation i. Health Insurance ii. FOREX iii. Travel Insurance iv. Education Loans

2. 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.

3. 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 Web 3.0 environment e. Strategic Business Solutions Using the VOSMOS platform and the VIRSA agentic AI tool

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 12 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 including books, tests, analyses, etc. and printing of competitive examination books and test preparation material.

CLIPs total income declined by 27% in FY 2026, reaching 1572 Lacs compared to 2156 Lacs in FY 2025. The higher income in the previous year was primarily due to the higher sales of test preparation and competitive exam books which did not replicate itself in 2026.

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

Earlier a Wholly Owned Subsidiary of the Company, Kestone CL Asia is presently a 99.90% Subsidiary of the Company pursuant to the exercise of stock options by its employees under its Employee Stock Options Plan. Kestone CL Asia commenced its operations in Singapore during Financial Year 2016-17. It is engaged in providing integrated marketing solutions for products and services, conducting educational & consulting programs, and rendering research-related services for domestic and overseas customers Kestone CL Asia has a branch office in Dubai, inter alia, to provide integrated sales and marketing services to corporates and institutions across the Middle East. It also has Subsidiaries in the USA and Indonesia.

On a consolidated basis, Kestone CL Asia achieved a 45% revenue increase, reaching 4490 Lacs in FY 2026, up from 3098 Lacs in FY 2025. 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 for undertaking CSR related projects, programmes and activities for the CL Group and other Companies. It is registered with the Ministry of Corporate Affairs for undertaking CSR activities under Registration No. CSR00007402.

There is no income recorded in this subsidiary for the current financial year. iv) Career Launcher Private Limited (hereinafter CLPL)

CLPL was incorporated on March 15, 2021 under the Act as a Wholly Owned Subsidiary of CL. On December 27, 2022, the Company divested 1% of its paid-up share capital in CLPL. Consequently, CLPL continues to remain a 99% Subsidiary of the Company.

There is no income recorded in this subsidiary for the current financial year. v) CL Singapore Hub Pte. Ltd., Singapore (hereinafter CL Singapore)

CL Singapore was incorporated in Singapore on August 16, 2023 as a Wholly Owned Subsidiary of CL with the objective of carrying on the Companys international EdTech business, including all existing and future EdTech businesses globally, while the international MarTech business continues to be carried on through Kestone CL Asia.

The Company commenced its operations in April

2024 and recorded a total turnover of 14 Lacs for FY 2026 as compared to a revenue of 38 Lacs in the FY 2025.

vi) Three sixty one Degree Minds Consulting Private Limited (hereinafter 361DM)

Incorporated under the Companies Act, 1956 on July 06,2006,361DMbecameaSubsidiaryoftheCompany with effect from February 17, 2024. It provides large-scale learning and education solutions to individuals, organisations and educational institutions.

As on March 31, 2026, the Company held 35,733 Equity Shares, representing 53.15% of the paid-up equity share capital of 361DM.

The total income of the subsidiary stood at 169 Lacs in FY 2026 as compared to 244 Lacs in FY25 . The decline in revenue is primarily attributable to the discontinuance of the B2B business post majority acquisition.

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.

During the Financial Year, the Board of Directors approved divestment of the Companys 20% equity stake in KUPL. Consequently, as on the date of this Report, KUPL has ceased to be a Wholly Owned Subsidiary and continues as an 80% Subsidiary of the Company.

The dilution, inter-alia, was undertaken as part of a strategic collaboration between the Kestone Group and Mr. Sanjeev Kapoor, the globally acclaimed celebrity chef, entrepreneur, and brand influencer, aimed at leveraging the combined brand equity, industry experience, and professional expertise of both parties to strengthen Kestone Groups brand positioning, enhance market visibility, support its expansion in India and overseas markets, and jointly develop consumer-facing intellectual properties, content, and event-based monetisation opportunities.

Kestone Utsav recorded a revenue of 682 Lacs in the fiscal year FY26 as compared to Nil income in the previous FY. viii) DEXIT Global Limited (hereinafter DEXIT or DEX ):

DEXIT (formerly NSEIT Limited), incorporated under the Companies Act, 1956, became a Wholly Owned Subsidiary of the Company with effect from February 20, 2025, upon its acquisition by CL from NSEIL.

DEX is one of the largest players in Indias digital assessments market and is engaged in providing end-to-end digital examination and assessment services. It brings a strong market reputation, advanced technological capabilities, and a significant market share of over 20%. Its scalable solutions span Recruitment & Promotion Examinations, Professional Certifications, Vocational Assessments, Entrance Examinations and Employability Enhancement, thereby positioning the Company to capture a larger share of the digital assessments ecosystem. This strategic acquisition reinforces CLs commitment to innovation and long-term growth in the evolving education landscape.

The total revenue for DEXIT Global Limited stood at 23951 Lacs in FY 2026 as compared to 22785 Lacs in FY 2025.

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, the entire holding of 7,350 Equity Shares of face value 10 each held by the Company in ICE GATE was transferred to 361DM. Consequently, the Companys shareholding in ICE GATE reduced from 73.5% to Nil, and ICE GATE continues to remain an indirect subsidiary of the Company.

ICE GATE provides a learning platform for students preparing for the Graduate Aptitude Test in Engineering (GATE) and other related examinations. The total income of the subsidiary stood at 64 Lacs in FY 2026 as compared to 68 Lacs in FY 2025. 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 and marketing services to corporates & institutions across the Americas, particularly the USA. Kestone CL US earned a total income of US$651 Thousand in FY 2026 as compared to US$704 Thousand in FY 2025 xi) CL Educate (Africa) Limited, Mauritius (hereinafter CL Africa) CL Africa was incorporated in Mauritius on January 13, 2020 as a 90% Subsidiary of Kestone CL Asia to expand its products and service offerings in the African markets.

With effect from April 01, 2024, the ownership of CL Africa was transferred from Kestone CL Asia to the newly incorporated CL Singapore Hub Pte. Ltd. through transfer of shareholding, with the objective of segregating the Groups global EdTech and MarTech businesses.

There is no income recorded in this subsidiary for the current financial year. xii) PT. Kestone CLE Indonesia (hereinafter Kestone Indonesia) Kestone CL Asia acquired PT. Kestone CLE Indonesia on January 04, 2023 as its Wholly Owned Subsidiary to establish its MarTech business operations in Indonesia. PT Kestone CLE Indonesia had a turnover of INR 611 Lacs in FY 2026 as compared to INR 711 L in FY 2025. This decline was predominantly attributable to a churn and financial difficulties faced by one of the largest customers there..

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

1. The paid-up share capital of KUPL was increased from 10,000 to 2,50,000 with effect from April 09, 2025 through the conversion of an unsecured loan of 24,00,000 into Equity Shares of face value 10 each.

2. Pursuant to the approval of the Board of Directors on February 05, 2026 for the sale and transfer of 20% of the Companys equity investment in KUPL (Equity Shares of face value 10 each), 15% shareholding was transferred to SK Brands Private Limited (an initiative of the renowned Chef- Mr. Sanjeev Kapoor) through a Demat Instruction Slip dated March 30, 2026, and the remaining 5% shareholding was transferred to Mr. Sameer Puri through a Demat Instruction Slip dated April 15, 2026. Consequently, the shares were transferred on April 09, 2026 & April 21, 2026 respectively. KUPL has since become an 80% Subsidiary of the Company.

Salient features of the Financial Statements of the

Company s Subsidiary Companies:

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

Audited Financial Statements of the Company & its

Subsidiaries:

Pursuant to the provisions of Section 136 of the Act, the Audited Standalone & Consolidated Financial Statements of the Company along with the Audited Financial Statements of its Subsidiaries for the Financial Year ended March 31, 2026 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, 2026, 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 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-2,50,000 Equity Shares of 10/- each constituting 100% of the paid-up Equity Share Capital (as on the date of this Board Report, CL holds 2,00,000 Equity shares constituting 80% paid-up equity share capital of KUPL); f. DEXIT – 89,68,511 Equity Shares of 10/- each constituting 100% of the Paid-Up Equity Share Capital; g. Kestone CL Asia-17,24,30,699 Ordinary Shares of SGD 0.01/- each constituting 99.90% of the paid-up Share Capital; and h. 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, 2026, 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 (LODR) or the 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 2025-26, as stipulated under the Listing Regulations forms part of this Report.

7. Management Discussion & Analysis

Management Discussion and Analysis (MDA) Report for the Financial Year 2025-26 on the operations and state of affairs of your Company, as stipulated under Regulation 34 of the Listing Regulations, is given in a separate section forming part of this Annual Report.

8. Dividend

In view of the Companys future business growth plans, the Board of Directors has not recommended any dividend for the Financial Year 2025-26.

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

Pursuant to the provisions of Sections 124(5) and 124(6) of the Companies Act, 2013, read with Rules 5, 6 and 7 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), dividends remaining unpaid or unclaimed for a period of seven consecutive years from the date of their transfer to the Unpaid Dividend Account are required to be transferred to the Investor Education and Protection Fund (IEPF), together with the interest accrued thereon. Further, equity shares in respect of which dividends remain unpaid or unclaimed for seven consecutive years are also required to be transferred to the demat account of the IEPF Authority.

In compliance with the aforesaid provisions, the Company sent individual communications to the Members concerned and published the requisite notices in newspapers, advising them to claim their unpaid/unclaimed dividends before the prescribed due date.

After following the due procedure, was transferred to IEPF in accordance with the provisions of Section 125(2) of the Act.

Accordingly, during FY 2025-26, 1,09,443/- was transferred to the Bank Account of IEPF and 2,84,807 equity shares of Face Value 5/- each were transferred to Demat Account of IEPF, both pertaining to the unpaid/unclaimed for FY 2018-19, after following the due procedures. The details of the amounts so transferred are also available on the Companys website, www.cleducate.com.

10. Transfer to Reserves

During the Financial Year 2025-26, the Company has not transferred any amount to the General Reserve.

11. Capital and Finance

Capital

As on March 31, 2026,

? 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 2,711.20 Lacs comprising of 5,42,23,958 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): 1,25,644 Equity Shares of face value of 5/- each were allotted to employees during the Financial Year 2025-26 under the CL ESOP Plan.

Finance

In line with our stated objective of pursuing value-accretive inorganic opportunities, the Group completed the acquisition of DEXIT Global Limited (erstwhile NSEIT Limited) on February 20, 2025. This acquisition is a cornerstone in our strategic plan to fundamentally expand our scale and capabilities, and has for the 1 st time propelled the overall revenue beyond the 500 cr mark and setting itself firmly for a robust growth over the next 5 years. The management has a robust roadmap for deleveraging and is moving towards its stated goal of achieving a Zero Net debt position in the next 3 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 state -ments 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 the

Regulators or Courts or Tribunals

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 newer 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%20 Educate%20Limited_Risk%20Management%20 Policy.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, 2026. 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, 2026.

17. Auditors and Auditors Report

Statutory Auditors

Pursuant to the recommendation of the Audit CommitteedatedMay14,2025,theBoardofDirectors and Members of the Company, at their respective meetings held on May 14, 2025 and September 30, 2025, have 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) to conduct Statutory Audit of the Company from FY 2025-2026 till FY 2029-30.

Accordingly, M/s. Walker Chandiok & Co. LLP, Chartered Accountants, hold office till the conclusion of the 34 th Annual General Meeting of the Company to be held during the Year 2030. 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 2025-26, is mentioned below:

(Amount in Lacs)

S. No. Particulars	CL Educate Limited	Career Launcher Infrastructure Private Limited	Total
1. Statutory Audit Fees (including Audit of Consolidated Financials and Limited Review Fees)	70.40	3.00	73.40
2. Other assignments Fees (ODI Certificate, APR Certificate for Subsidiaries)	3.00	-	3.00
Total	73.40	3.00	76.40

Statutory Auditors Report

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

There are no adverse remarks in the standalone financial statements 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 (LODR), and based on the recommendation of the Audit Committee dated May 14, 2025, the Board of Directors and Members of the Company, at their respective meetings held on May 14, 2025 and September 30, 2025 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.

Accordingly, M/s. Sharma and Trivedi LLP, Company Secretaries hold office till the conclusion of the 34 th Annual General Meeting of the Company to be held during the Year 2030. Secretarial Audit Report 2025-26 of the Company

The Secretarial Audit Report for the Financial Year 2025-26 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 2025-26 for DEXIT was conducted by M/S. BNP & Associates, Company Secretaries (FRN: P2014MH037400). The Secretarial Audit Report for the Financial Year 2025-26 issued by the Secretarial Auditor does not contain any qualification, observation or adverse remark. The same is annexed as Annexure-III to this Report.

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 the Internal Auditor of the Company for the Financial Year 2026-27 in the following manner:

(i) M/s. Value Square Advisors Private Limited, to conduct the Audit for the period from April 1, 2026 to June 30, 2026; and

(ii) M/s. ASC Consulting Private Limited, to conduct the Audit for the period from July 1, 2026 to March 31, 2027.

Maintenance and Audit of Cost Records

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and have these audited by a Cost Accountant. Based on the recommendation of the Audit Committee, your Directors have appointed M/s. Sunny Chhabra & Co., Cost Accountants (Firm Registration No. 101544), as the Cost Auditor to conduct the Cost Audit of the Company for the Financial Year 2026-27. 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 2026-27 (as recommended by the Audit Committee and approved by the Board of Directors) is included in the Notice convening the 30 th Annual General Meeting, along with all relevant details.

Cost Audit Report 2025-26

The Cost Audit Report 2025-26 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 2025-26:

1. At the 29 th Annual General Meeting of the Company held on September 30, 2025, the following matters were approved by the Members with requisite majority: ? Re-appointment of Mr. Gautam Puri (DIN: 00033548), Vice Chairman and Managing Director of the Company, pursuant to his retiring by rotation.

? Re-appointment of Mr. Piyush Sharma (DIN: 08759840), as a Non- Executive Independent Director on the Board of the Company, for a second term of 5 (five) consecutive years, commencing from July 17, 2025 up to July 16, 2030 (both days inclusive), with his period of officenot liable to retire by rotation.

? Appointment of Mr. Yatrik Vin (DIN: 07662795), as a Non- Executive Independent Director on the Board of the Company, for a first years, commencing from August 07, 2025 up to August 06, 2030 (both days inclusive), with his period of office not liable to retire

? Re-appointment of Mr. Satya Narayanan R (DIN: 00307326) as the Chairman and Executive Director of the Company for a period of 3 (Three) years w.e.f. April 01, 2026 to March 31, 2029, along with the overall maximum remuneration payable to him;

? Re-appointment of Mr. Gautam Puri (DIN: 00033548) as the Vice Chairman and Managing Director of the Company for a period of 3 (Three) years w.e.f. April 01, 2026 to March 31, 2029, along with the overall maximum remuneration payable to him; and

? Re-appointment of Mr. Nikhil Mahajan (DIN: 00033404) as the Executive Director and Group CEO Enterprise Business of the Company for a period of 3 (Three) years w.e.f. April 01, 2026 to March 31, 2029, along with the overall maximum remuneration payable to him.

In the opinion of the Board, the Independent Directors appointed/ re-appointed during the year possessed and continue to possess the requisite integrity, expertise, experience and proficiency required to discharge their duties as Independent Directors efficiently. b. Appointments & Cessations after the end of Financial Year 2025-26 till the date of this Report:

No appointments or cessations have taken place after the end of Financial Year till the date of this report.

c. Proposed appointments at the 30 th AGM:

I. Re-appointments pursuant to Directors retiring by rotation at the ensuing AGM:

Mr. Nikhil Mahajan, Executive Director and Group CEO Enterprise Business and Mr. Imran Jafar, Non-Executive Non-Independent Director of the Company, both retire by rotation at the 30 th Annual General Meeting and being eligible have offered themselves for re-appointment. Separate proposals for their reappointment form part of the AGM Notice. d. Declaration by Independent Directors

As on the date of this report, there are 5 (five) Independent Directors on Board of the Company (IDs) and the Board is of the opinion that all IDs 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 IDs that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation termof5(five)consecutive 16(1)(b) of the Listing Regulations, and that there was no change in their status as IDs during the Financial Year 2025-26. rotation.

A brief profile of each ID, 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 https:// 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 (IDs) held their separate meeting on March 17, 2026, without the presence of Non- Independent Directors and/or the members of the Management. The IDs, inter-alia; a. Reviewed the performance of the Non-Independent Directors and the Board as a whole; b. Reviewed the performance of the Chairman of the Company; and c. Assessed the quality, quantity and timeliness of flow of information between the Company, Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Minutes of the Meeting of IDs were duly noted and recorded at the Meeting of the Board of Directors held on May 13, 2026 along with the Managements Action Plan on the inputs given by the IDs. 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 2025-26 and 2026-27. The Company has received confirmation from all the Directors that as on March 31, 2026, 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 2025-26

The Board of Directors of the Company duly met 4 (four) times during the Financial Year under review. The details of the meetings of the Board and 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 2025-26 has been completed in accordance with the adopted methodology which includes reviews, discussions, providing feedback and discussions on the feedback received from the individual directors. i. Key Managerial Personnel

As on March 31, 2026, the following persons were the designated Key Managerial Personnel of the Company pursuant to Section 2(5) 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 (LODR). The details of its composition, powers, functions, meetings held during the Financial Year 2025-26 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 2025-26.

20. Vigil Mechanism/ Whistle Blower Policy

Your Company has established a Vigil Mechanism/ Whistle Blower Policy in compliance with the provisions of Section 177(9) and (10) of the Act, read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (LODR) 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 https://www.cleducate.com/policies/ CL%20Educate%20Limited_CSR%20Policy.pdf CSR Projects: Your Company is committed to the continual development, upliftment and advancement of the economically weaker sections of the society by imparting quality education, knowledge, resources in the form of books etc. and in a variety of other ways through its various ongoing CSR Projects, a list of which is available on the website of the Company at the web link www.cleducate.com/policies/CL-CSR-Projects.pdf CSR projects are approved by the Board of Directors on the recommendation of the CSR Committee and are implemented by the Company either itself, or through its implementing Agency, Career Launcher Foundation. As a step towards making a meaningful contribution towards its CSR, the CSR Committee and Board voluntarily decided to adjust the excess CSR amounts spent by the Company over FY 2020-21 till 2022-23 against its Past CSR Obligation pertaining to FY 2014-15 till 2019-20 (Past Obligation) till its exhaustion, and the remaining, if any, to be carried forward and set-off against its CSR Obligation arising in future. In view of this, the entire excess CSR spend since the Financial Year 2020-21, amounting to 1.61 Crores was adjusted against the Past Obligation thereby exhausting it completely, though it was not mandatorily required to be done. a) CSR Obligation and Spend pertaining to the

Financial Year 2025-26:

Particulars	Amount ( in Lacs)
CSR Obligation pertaining to Financial Year 2025-26	0
CSR amount spent on ongoing projects	0
CSR amount spent on other than ongoing projects	0
Administrative overheads relating to CSR Activities	0
Add: Past CSR Obligation, if any	0
Less: Carried Forward CSR amount from past years (excess amount spent in any past Financial Year)	0
CSR amount pending to be spent/ Excess amount spent (-) (as on March 31, 2026)	0

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 FY 2025-26:

S. No.	Recommended by NRC Committee and approved by the Board		Remuneration actually paid/ payable*
Name	Fixed Remuneration	Upper limit of the Performance Based Variable Remuneration payable subject to recommendation by the NRC Committee and approval by the Board	Total Remuneration (upto)	Fixed Remuneration
				Amount in Lacs
1 Mr. Satya Narayanan R	121	115	235	120.96
2 Mr. Gautam Puri	121	115	235	120.96 Amount in US Dollars
3 Mr. Nikhil Mahajan	USD 1,36,080	USD 1,27,800	USD 2,63,880	USD 1,36,080

*As on the date of this report, the actual variable payout for the Financial Year 2025-26 is pending to be paid, as the appraisal cycle has not yet been closed.

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

a) Gratuity payable at a rate not exceeding half a months salary for each completed year of service;

b) Encashment of leave at the end of tenure;

c) Provision of car for official purposes and provision of telephone and internet facilities at residence; and

d) In addition:

For Mr. Satya Narayanan R and Mr. Gautam Puri: Employers contribution to provident fund, superannuation fund or annuity fund, to the extent such contributions, singly or together, are not taxable under the Income-tax Act, 1961; and Medical insurance premium, as per the Companys policy.

For Mr. Nikhil Mahajan:

? Company s contribution towards social security benefits equivalent to 7.65% of his fixed monthly remuneration; and Medical insurance premium of USD 600 per month, as specifically approved by the NRC and the Board.

Commission paid/payable to Non-Executive Independent Directors for the Financial Year 2025-26:

S. No.	Commission paid/payable for Financial Year 2025-26
Name of the Non-Executive Independent Director	Recommended	Amount payable (In )
	(% of the Adjusted Net Profits)
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
5 Mr. Yatrik Vin	Upto 0.15% of the net profits	Nil

S. No.	Sitting Fee paid for the Financial Year 2025-26
Non-Executive Director	Amount paid (In )#
1 Ms. Madhumita Ganguli	3,00,000
2 Mr. Girish Shivani	5,10,000
3 Mr. Sanjay Tapriya	3,90,000
4 Mr. Piyush Sharma	1,30,000
5 Mr. Yatrik Vin	1,50,000

#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

23. Particulars of Employees

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

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

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-V.

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

The Company has a policy against sexual harassment at the workplace and has constituted an Internal Complaints Committee and has complied with the provisions applicable under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Company conducts awareness programs at regular intervals, and provides necessary updates/ guidance through its website and through other employee communication channels.

Reporting on the number of complaints received under POSH Act during FY 2025-26:

S. No. Particulars	in Nos.
1 Number of sexual harassment complaints received during the year	1
2 Number of such complaints disposed of during the year.	0
3 Number of sexual harassment complaints outstanding as on March 31, 2026	1 *
4 Number of cases pending for a period exceeding ninety days.	0

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.

* During the Financial Year 2025-26, one complaint was received under POSH Act, which was pending before the IC as on March 31, 2026. The said complaint was subsequently resolved by the IC within the statutory timeline of ninety days, in accordance with the provisions of the POSH Act, and the requisite action was taken thereupon. No complaint remained pending for a period exceeding ninety days during the year.

25. Particulars of Loans, Guarantees and Investments

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

26. Particulars of Contracts or Arrangements with Related Parties

As a standard practice, all Contracts and Arrangements with Related Parties and all Related Party Transactions (RPTs) are placed for approval before the Audit Committee and are brought to the notice of the Board on a periodic basis. Post approving, the Audit Committee monitors the RPTs 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 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, 2026.

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 https://www.cleducate.com/policies/RPT_Policy_CLEdcuate. pdf As per Regulation 23 of the SEBI (LODR), the policy is reviewed by the Board at least once every three years and it was last reviewed by the Board on February 05, 2026.

27. 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 2025-2026 is available on the website of the Company at the web link https://www.cleducate.com/agm-2026.html.

28. Details of the Companys ESOP Plan

The current ESOP Plan of the Company- Amended and Restated Career Launcher Employee Stock Options Plan 2014 (CL ESOP Plan 2014 or ESOP Scheme), formerly known as CL ESOP Plan 2008, has been in 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, 2026:

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 exercising, 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\u2019 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 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 (F)	2,05,121
Options outstanding as on March 31, 2026 (G = E-F)	14,64,979

A Certificate dated July 21, 2026 has been issued by the Secretarial Auditor of the Company, certifying that the CL ESOP Plan 2014 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 by the members at the General Meetings of the Company. The same shall be made available for inspection by the members at the 30 th Annual General Meeting.

Further details as are required to be disclosed under the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, have been made available at the website of the Company at the web link https://www.cleducate.com/ policies/CL-Educate-ESOP-Disclosure-for-year-ended-31-03-2026.pdf

29. Disclosure of Energy Conservation, Technology

Absorption & Foreign Exchange Earnings & Outgo

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

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

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

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

3. AI Driven CAT percentile Predictor: Our CAT percentile predictor gets the AI boost & now it is more accurate than ever. Just to give you a glimpse of how accurate the AI driven CAT percentile predictor is, the average deviation between the predicted percentile and the actual percentile for candidates with 90% & above was around 0.08%ile With every passing year the accuracy of the tool is increasing and actual scores are coming as close to the predicted scores 4. Sales Tech Integrations: With our constant focus on enhancing the user experience & efficiency of our sales team, we have integrated most of our sales tools. This will ensure seamless information flow & eradicate manual work. For example, now a sales agent can generate the support ticket using CRM only or get to know user s aspiration. ai activities (Video watched or mocks taken) through CRM only.

5. 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.

6. VIRSA – T he AI based Agentic ABM tool which has been developed by Kestone and has been successfully Piloted at scale with quite a few leading IT Companies for their marketing engagement which enables 3-4x Efficiency being brought in in the whole customer engagement process

7. At DEX we have developed BYOD (Bring your own device) protocol which enables users to use their own devices in an absolutely secure environment to take a public examination bring insignificant optimization and savings During the Financial Year under review, the Foreign Exchange earnings and outgo were as given below: The Foreign Exchange earnings (Standalone):

( In Lacs)

Particulars	FY25	FY26
Test preparation training services	674	812
Sale of Material	398	180
Event Management Services	198	592
Other income	5	-
Total	1,274	1,584

The Foreign Exchange outgo/expenditure (Standalone):

( In Lacs)

Particulars	FY25	FY26
Salary and wages	13	33
Faculty expenses	47	33
Rent	5	15
Travelling and conveyance	33	5
Bank charges	14	13
Banquet and event material	6	32
Equipment Hiring	3	91
Giveaways	-	0
Professional Charges	45	3
Ad-Hoarding	-	-
Subscription	92	104
Passthrough	-	-
Other Expense	908	913
Total	1,166	1,243

The Foreign Exchange earnings (Consolidated):

( In Lacs)

Particulars	FY25	FY26
Test preparation training services	660	812
Sale of Material	398	180
Event Management Services	4,103	5,637
Managed Manpower Services	619	708
Digital Services	-	-
Other Income	55	120
Total	5,835	7,457

The Foreign Exchange outgo/expenditure (Consolidated):

( In Lacs)

Particulars	FY25		FY26
Salary and wages	1,088		1,411
Faculty expenses	47		33
Rent	5		15
Travelling and conveyance	104		135
Bank charges	14		13
Banquet and event material		508	1,196
Equipment Hiring		657	570
Giveaways		521	212
Professional Charges		765	1,113
Ad-Hoarding		42	88
Subscription		94	106
Passthrough		-	-
Other Expense		1,675	2,119
Total		5,519	7,011

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

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

31. Other Disclosures a) During the year under review, the Company did not make any application under the Insolvency and Bankruptcy Code, 2016, and hence no proceeding is pending under the Code. b) The requirement of stating the difference between the amount of valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions does not arise, as the same is not applicable on the Company. c) Your Company is compliant with the statutory provisions of the Maternity Benefit Act. 32. Directors Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, the Board of Directors makes the following statements in terms of Section 134(3)(c) of the Act: a. in the preparation of the Annual Accounts for the Financial Year ended March 31, 2026, 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, 2026 and of the Profit/Loss of the Company for that period; c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors have prepared the Annual Financial Statements / Annual Accounts on a going concern basis; e. the Directors have laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and are operating effectively; and f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

33. Acknowledgement

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

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

For and on behalf of Board of Directors of
CL Educate Limited
Satya Narayanan R
Chairman & Executive Director
DIN: 00307326

Place: New Delhi
Date: August 04, 2026