(xviii) Provisions
Provisions are recognised when the Company hasa present obligation (legal or constructive) as aresult of a past event, it is probable that an outflowof resources embodying economic benefits willbe required to settle the obligation and a reliableestimate can be made of the amount of theobligation. When the Company expects some orall of a provision to be reimbursed, for example,under an insurance contract, the reimbursementis recognised as a separate asset, but onlywhen the reimbursement is virtually certain.The expense relating to a provision is presentedin the standalone statement of profit and loss,net of any reimbursement. These estimates arereviewed at each reporting date and adjusted toreflect current best estimates.
If the effect of the time value of money is material,provisions are discounted using a current pre¬tax rate that reflects, when appropriate, the risksspecific to the liability. When discounting is used,the increase in the provision due to the passageof time is recognised as a finance cost.
(xix) Contingent liabilities
A contingent liability is a possible obligation thatarises from past events whose existence will beconfirmed by the occurrence or non-occurrenceof one or more uncertain future events beyond the
control of the Company or a present obligationthat is not recognised because it is not probablethat an outflow of resources will be required tosettle the obligation. A contingent liability alsoarises in extremely rare cases where there isa liability that cannot be recognised becauseit cannot be measured reliably. The Companydoes not recognize a contingent liability butdiscloses its existence in the financial statements.Contingent assets are only disclosed when it isprobable that the economic benefits will flow tothe entity.
(xx) Earnings per share
Basic earnings/ (loss) per share are calculatedby dividing the net profit or loss for the yearattributable to equity shareholders by theweighted average number of equity sharesoutstanding during the year. The weighted averagenumber of equity shares outstanding during theyear is adjusted for events, other than conversionof potential equity shares, that have changed thenumber of equity shares outstanding without acorresponding change in resources.
For the purpose of calculating diluted earnings/(loss) per share, the net profit or loss for the periodattributable to equity shareholders and theweighted average number of shares outstandingduring the period are adjusted for the effects ofall dilutive potential equity shares except whereresult would be antidilutive.
(xxi) Investment in subsidiaries and associate
An investor, regardless of the nature of itsinvolvement with an entity (the investee), shalldetermine whether it is a parent by assessingwhether it controls the investee. An investorcontrols an investee when it is exposed, or hasrights, to variable returns from its involvementwith the investee and has the ability to affectthose returns through its power over the investee.
Thus, an investor controls an investee if and onlyif the investor has all the following:
a) power over the investee;
b) exposure, or rights, to variable returns fromits involvement with the investee; and
c) the ability to use its power over the investeeto affect the amount of the investor's returns.
An associate is an entity over which the Companyhas significant influence. Significant influenceis the power to participate in the financial andoperating policy decisions of the investee, but notcontrol or joint control over those policies. Theconsiderations made in determining significantinfluence are similar to those necessary todetermine control over subsidiaries.
The Company has elected to recognise itsinvestments in subsidiary and associatecompanies at cost in accordance with theoption available in Ind AS 27, 'Separate FinancialStatements'.
Investments carried at cost is tested forimpairment as per Ind-AS 36.
(xxii) Service Delivery Expenses
These expenses are attributable to the deliveryof core services by the Company in both itssegments. The expenses are recognized as perthe following policy:
a) Expense related to project and franchiseeexpenses are recognised in line with therevenue recognition i.e. over the periodof contract in proportion to the stage ofcompletion of the services at the reportingdate. The stage of completion is assessed byreference to the curriculum.
b) Expenses related to faculty, communication,digital learning support and others arerecognised as and when they are incurred.
(xxiii) Classification of refund liabilities:
Company has a policy to sell its sell it booksand study material to the customers with a rightof return. The Company has recognised refundliability in respect of customer's right to returnthe product in accordance with Ind AS 115.
The Company has concluded that thearrangement for return is executory as thereis no obligation to deliver cash until the goodsare returned. Accordingly, the Company has
presented its refund liabilities as 'other currentliabilities'.
(xxiv) Material management judgement inapplying accounting policies and estimationuncertainty
The preparation of the Company's standalonefinancial statements requires management tomake judgements, estimates and assumptionsthat affect the reported amounts of revenues,expenses, assets and liabilities, and theaccompanying disclosures, and the disclosureof contingent liabilities at the date of thestandalone financial statements. Estimates andassumptions are continuously evaluated andare based on management's experience andother factors, including expectations of futureevents that are believed to be reasonable underthe circumstances.
Uncertainty about these assumptions andestimates could result in outcomes that requirea material adjustment to the carrying amount ofassets or liabilities affected in future periods.
In particular, the Company has identified thefollowing areas where material judgements,estimates and assumptions are required.Further information on each of these areas andhow they impact the various accounting policiesare described below and also in the relevantnotes to the financial statements. Changes inestimates are accounted for prospectively.
i) Judgements
In the process of applying the Company'saccounting policies, the management has madethe following judgements, which have the mostmaterial effect on the amounts recognised in thestandalone financial statements:
a) Contingencies
Contingent liabilities may arise from theordinary course of business in relation toclaims against the Company, including legal,contractor, land access and other claims. Bytheir nature, contingencies will be resolvedonly when one or more uncertain futureevents occur or fail to occur. The assessmentof the existence, and potential quantum,
of contingencies inherently involves theexercise of material judgments and theuse of estimates regarding the outcome offuture events.
b) Recognition of deferred tax assets
The extent to which deferred tax assets canbe recognised is based on an assessment ofthe probability that future taxable incomewill be available against which the deductibletemporary differences and tax loss carry¬forward can be utilised. In addition, materialjudgement is required in assessing theimpact of any legal or economic limits oruncertainties in various tax jurisdictions.
ii) Estimates and assumptions
The key assumptions concerning the future andother key sources of estimation uncertainty atthe reporting date that have a significant risk ofcausing a material adjustment to the carryingamounts of assets and liabilities within thenext financial year, are described below. TheCompany based its assumptions and estimateson parameters available when the standalonefinancial statements were prepared. Existingcircumstances and assumptions about futuredevelopments, however, may change due tomarket change or circumstances arising beyondthe control of the Company. Such changes arereflected in the assumptions when they occur.
a) Useful lives of tangible/intangible assets
The Company reviews its estimate of theuseful lives of tangible/intangible assets ateach reporting date, based on the expectedutility of the assets.
b) Defined benefit obligation
The cost of the defined benefit plan andother post-employment benefits andthe present value of such obligation aredetermined using actuarial valuations. Anactuarial valuation involves making variousassumptions that may differ from actualdevelopments in the future. These includethe determination of the discount rate,future salary increases, mortality ratesand future pension increases. In view ofthe complexities involved in the valuation
and its long-term nature, a defined benefitobligation is highly sensitive to changes inthese assumptions. All assumptions arereviewed at each reporting date.
c) Inventories
The Company estimates the net realisablevalues of inventories, taking into accountthe most reliable evidence available at eachreporting date. The future realisation ofthese inventories may be affected by futuretechnology or other market-driven changesthat may reduce future selling prices.
d) Impairment of non-financial assets andgoodwill
In assessing impairment, Company estimatesthe recoverable amount of each asset orcash-generating units based on expectedfuture cash flows and uses an interest rateto discount them. Estimation uncertaintyrelates to assumptions about futureoperating results and the determination ofa suitable discount rate.
e) Fair value measurement of financialinstruments
When the fair values of financial assets andfinancial liabilities recorded in the BalanceSheet cannot be measured based on quotedprices in active markets, their fair valueis measured using valuation techniquesincluding the DCF model. The inputs tothese models are taken from observablemarkets where possible, but where this isnot feasible, a degree of judgment is requiredin establishing fair values. Judgementsinclude considerations of inputs suchas liquidity risk, credit risk and volatility.Changes in assumptions about thesefactors could affect the reported fair valueof financial instruments.
(xxv) Application of new standards andamendments
The Ministry of Corporate Affairs notified newstandards or amendment to existing standardsunder Companies (Indian Accounting Standards)Rules as issued from time to time. The Companyapplied following amendments for the first-time
during the current year which are effective fromApril 1, 2024.
a) I nd AS 116 - Lease liability in a sale andleaseback: The amendments require anentity to recognise lease liability includingvariable lease payments which are notlinked to index or a rate in a way it doesnot result into gain on Right of Use asset itretains. The amendment did not have anymaterial impact on the financial statementsof the company.
b) I ntroduction of Ind AS 117: MCA notifiedInd AS 117, a comprehensive standardthat prescribe, recognition, measurementand disclosure requirements, to avoiddiversities in practice for accountinginsurance contracts and it applies to allcompanies i.e., to all “insurance contracts"
regardless of the issuer. However, Ind AS117 is not applicable to the entities whichare insurance companies registered withIRDAI. The Company has reviewed the newpronouncements and based on its evaluationhas determined that these amendmentsdo not have a significant impact on theCompany's Financial Statements
Notes:
i. Refer note 46 (A) for capital commitments.
ii. The Company has not carried out any revaluation of property, plant and equipment for the year ended 31 March,2025 and 31 March, 2024.
iii. Certain property, plant and equipment, are subject to charge against secured borrowings of Company, referred innotes as secured term loans from NBFCs and secured term loans from banks and bank overdrafts. (refer note 23and 28).
iv. There are no impairment losses recognised during the current year and previous year.
D. Estimation of fair values
The Company obtains independent valuations for each of its investment property by external, independent propertyvaluers, having appropriate recognised professional qualifications and recent experience in the location and categoryof the property being valued.
Fair market value is the amount expressed in terms of money that may be reasonably be expected to be exchangedbetween a willing buyer and a willing seller, with equity or both. The valuation by the valuer assumes that Companyshall continue to operate and run the assets to have economic utility.
Valuation technique:
The fair valuation of the subject investment property has been determined based on the Direct Comparison /Market Approach Approach. Under this method, the value of the property has been assessed with reference tocomparable sale and asking rates of similar properties located in the immediate vicinity and within the same realestate growth corridor as the subject property. These comparable instances are subject to similar market influencesand development characteristics at the micro-market level.
In arriving at the fair value, necessary adjustments have been made to reflect the specific attributes of the subjectproperty, taking into account factors such as location advantages, size, amenities, and marketability in comparisonto the identified comparable instances. The unit of comparison applied by the Company is the price per square ft.(sq ft).
6.2 Significant estimate: key assumptions used for value-in-use calculations
The Company assesses goodwill for impairment annually, or more frequently if indicators of impairment exist. Therecoverable amount of each cash-generating unit (CGU) to which goodwill is allocated is determined using the value-in¬use method. This involves estimating future cash flows based on financial budgets approved by management coveringa five-year period. Projections beyond this period are extrapolated using estimated long-term growth rates, which areconsistent with industry-specific forecasts and external market data relevant to each CGU's operations.
The following table sets out the key assumptions for those CGUs that have significant goodwill allocated to them. Thevalues assigned to the key assumptions represent management's assessment of future trends in the relevant industriesand have been on historical data from both external and internal sources.
6.3 Impairment of Goodwill
During the current financial year, the management, after a comprehensive evaluation of the Company's long-termstrategic direction, has decided to discontinue certain product lines/cash-generating units (CGUs), namely Engineering,Medical, CA, and Bank-SSC. This strategic decision was taken in light of the acquisition of the Company's subsidiary, DEXITGlobal Limited (formerly NSEIT Limited), which is now well-positioned to independently pursue business opportunitiesin the examination and assessment space, including JEE, NEET, Bank-SSC, and CA, without any perceived conflict ofinterest — notwithstanding the operations being housed in separate legal entities.
Consequently, the goodwill attributable to the discontinued CGUs has been assessed as impaired, and an impairment losshas been recognised in the Statement of Profit and Loss in accordance with the requirements of Ind AS 36 - Impairmentof Assets.
Refer Note 57 for more information on Discontinued Operations
Note :
i. During the previous year in last quarter, the Company had approved the divestment of its subsidiaries - ICEGATE Educational Institute Private Limited to another subsidiary 361 Degree Minds Consulting Private Limited(“361DM") via issuance of new equity shares of 361DM. The transfer of shares are completed in the current year.The shares transfered at arm's length price and and profit incurred on transfer is recognised in the retained earnings(refer note 22.1).
ii. At the meeting held on August 29, 2024, the Board of Directors had granted approval to the acquisition of 100%stake in DEXIT Global Limited (formerly NSEIT Limited), for an initial consideration of H 23,179.60 lacs payable incash (including working capital adjustments) and certain amount of deferred consideration contingent upon therealisation of specific assets and achievement of certain business milestones. Overall purchase consideration hasbeen estimated at fair value of ' 44,370.90 lacs comprising of the following elements:
a) Equity shares : ' 23,179.70 lacs
b) Deferred consideration : ' 2,984.90 lacs
c) Redeemable preference shares: ' 18,206.30 lacs
The Company successfully completed the acquisition on 20th Feb 2025.
a. Terms and rights attached to equity sharesVoting
Each holder of equity share is entitled to one vote per share held.
Dividends
The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors issubject to approval of the shareholders in ensuing Annual General Meeting except in the case where interim dividendis distributed. The Company has not distributed any dividend in the current year and previous year.
Liquidation
In the event of liquidation of the Company, the holders of equity shares shall be entitled to receive all of the remainingassets of the Company, after distribution of all preferential amounts, if any. Such distribution amounts will be inproportion to the number of equity shares held by the shareholders.
e. Aggregate number of shares issued for consideration other than cash during the period of five yearsimmediately preceding the reporting date
i. The Company has issued equity shares 1,41,65,678 as fully paid up without payment being received in cashduring the financial years 2019-20 to 2023-24 (previous year: 2018-19 to 2022-23).
ii. The Company has issued equity shares aggregating 33,556 (31 March, 2024: Nil) of ' 10 each fully paid up duringthe financial years 2019-20 to 2023-24 (previous year: 2018-19 to 2022-23), on exercise of options grantedunder the employee stock option plans wherein part consideration was received in form of employee services.
iii. 2,75,34,156 (previous year: 2,75,34,156) equity shares has been issued by way of bonus shares during thefinancial years 2019-20 to 2023-24 (previous year: 2018-19 to 2022-23).
f. 18,46,675 (previous year: 7,97,200) equity shares have been bought back by the Company during the period of fiveyears immediately preceding the reporting date.
g. Shares reserved for issue under options
For details of shares reserved for issue under the employee stock option of the Company (refer to note 52).
Nature and purpose of other reserves
(i) Retained earnings
Created from profit/loss of the Company, as adjusted for distributions to owners and transfer to other reserve.
(ii) Securities premium reserve
Securities premium has been created upon issue of shares at premium. The reserve shall be utilised in accordancewith the provisions of the Companies Act, 2013.
(iii) General reserve
The Company appropriates a portion to general reserves out of the profits either as per the requirements of theCompanies Act 2013 ('Act') or voluntarily to meet future contingencies. The said reserve is available for payment ofdividend to the shareholders as per the provisions of the Companies Act, 2013.
(iv) Deemed equity contribution
The Company have received financial guarantee from its promoters.
(v) Share option outstanding account
The Company has an equity-settled share-based payment plan for certain categories of employees of the Company.Refer to note 52 for further details on these plans.
(vi) Capital reserve
The capital reserve was generated on account of acquisition of erstwhile Paragon classes in the FY 2001-02.
(vii) Capital redemption reserve
As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out offree reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred tocapital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the CompaniesAct, 2013.
(viii) Amalgamation Adjustment Reserve
Amalgamation adjustment deficit account is a reserve on account of adjustments of net asset transferred toamalgamated company, as negative carrying value of net assets transferred, therefore amount presented asamalgamation adjustment deficit account.
(ix) Remeasurement of defined benefit plans
The Company operates a post-employment defined benefit plan for Gratuity. Plan is governed by the Payment ofGratuity Act, 1972. Under the Gratuity Act, employees are entitled to specific benefit at the time of retirement ortermination of the employment on completion of five years or death while in employment.
i. Vehicle loan from banks
Vehicle loan from banks are secured against hypothecation of concerned vehicles. The vehicle loan from banks carryinterest rate in the range of 7.90% to 9.18 % per annum (31 March, 2024 : 7.90% to 9.18 % per annum). The weightedaverage remaining tenure for these loans are 3.06 years (31 March, 2024 : 3.33 years); with a total equal monthlyinstallment of ' 2.73 lacs per month (31 March, 2024 : ' 2.88 lacs per month).
ii. Secured vehicle loan from NBFC
Vehicle loan from NBFCs are secured against hypothecation of concerned vehicle's. The vehicle loan carry interestrate in the range of 8.28% to 10.25% per annum (31 March, 2024: 10.25%). The weighted average remaining tenurefor these loans are 3.91 years (31 March, 2024 : 4.33 years); with a total equal monthly installment of ' 1.17 lacs permonth (31 March, 2024 : ' 0.28 lacs per month).
iii. Secured term loan from financial institution
During the year, the Company had taken a term loan jointly from Piramal Finance Limited (formally known as PiramalCapital and Housing Finance Limited), Oxyzo Financial Services Limited and Hero Fincorp Limited. The year endbalances of this loan (including interest) is
(i) Piramal Finance Limited: ' 11,421.55 lacs
(ii) Oxyzo Financials Services Limited: ' 3,516.92 lacs
(iii) Hero Fincorp Limited: ' 5,024.14 lacs
Interest rate:
(i) These loans carry interest at 11.90% per annum payable on monthly basisRepayment schedule:
(i) The loan is repayable in 24 quarterly installments. The repayment of installments will commence from April 05,2025 and the last installment will be due on December 30, 2030.
Primary security
(i) The loan together with current borrowings are secured on all present and future current assets inclusive of stockand book debts and moveable fixed assets of the Company.
(ii) The loan is secured by way of mortgage over the following properties:
(a) Office Space Unit No. 201, Second Floor, 22, Commercial Building known as “"Business Point"" bearing CTSNo. 39,39A, SV Road, Opp Sub Way, Andheri (W), Mumbai - 58;
(b) "Land Square"", Office 1&2, 3rd Floor, C.T.S. No. 1228A, Fergusson Road, Shivaji Nagar, Pune - 411004;
(c) 207, ODA Building, 2nd Floor, District Centre Laxmi Nagar, Near V3S mall, Near Nirman Vihar Metro StationNew Delhi - 110092, Delhi.
(iii) The loan is secured by way of mortgage over the following property of one of its Subsidiary Company “"CareerLauncher Infrastructure Private Limited"" :
Property bearing Diverted Land vide Khasra Nos. 212, 244/4, 244/1, 244/13, 244/16 (part), 244/17, 244/18 and244/23, P.C. No.119. Planet City, Village Mujgahan, Old Dhamtari Road, Tehsil & District Raipur (C.G.) - 492015,situated around 13 KM from Jaisthabh Chowk on Old Dhamtari Road, Tehsil & District Raipur (C.G.) -492015
(iv) The loan is secured by way of pledge of 70% (seventy percent) of the fully diluted equity shares of the DEXITGlobal Limited.
Collateral security:
The loan is secured by :
a) Non-Disposal undertaking over 26% of share capital of the Company;
b) Corporate Guarantees of one of its Subsidiary Company “"Career Launcher Infrastructure Private Limited""limited to the value of property being given as mortgage.
iv. The term loans have been used for the specific purpose for which they are taken as at the year end.
(a) HDFC Bank Limited
The Company had entered into a finance facility agreement with limit amounting ' 750.00 lacs (31 March, 2024:' 750.00 lacs) with HDFC Bank as an overdraft facility. The outstanding balance as on 31 March, 2025 is ' 740.26lacs ( previous year: ' 134.97 lacs)
Interest rate
These loans carry interest at bank's fixed deposit rate 0.5 to 0.75% (31 March, 2024: fixed deposit rate 0.5 to0.75%) per annum.
Repayment schedule
The overdraft facilities is only for 1 year tenure.
Security
These borrowings are secured by way of fixed deposits of the Company.
(b) IndusInd Bank Limited
The Company had entered into a finance facility agreement with limit amounting ' 3,500.00 lacs (31 March, 2024:' 1,850.00 lacs) with IndusInd Bank as an cash credit facility. The outstanding balance as on 31 March, 2025 is' 2,843.37 lacs ( previous year: ' 1,587.32 lacs)
Interest rates
a. 10.65% p.a from October 04, 2020 which was further changed to a range of 9.63% to 11.21% in current year oncash credit limit from IndusInd Bank Limited.
Pari-passu charge on entire current assets of the Company both present and future for cash credit from IndusIndBank Limited and Piramal Finance Limited (formally known as Piramal Capital and Housing Finance Limited), OxyzoFinancial Services Limited and Hero Fincorp Limited.
Collateral security
a. Lien on fixed deposits amounting ' 822.79 lacs (31 March, 2024: ' 462.50 lacs).
b. Pari-passu charge on movable fixed assets of the Company both present and future for cash credit fromIndusInd Bank Limited and Piramal Finance Limited (formally known as Piramal Capital and Housing FinanceLimited), Oxyzo Financial Services Limited and Hero Fincorp Limited.
(i) The management is of the opinion that, based on issues decided in the earlier years and the legal advice thatthe ultimate outcome of the legal proceedings in respect to tax matters, as given above will be in favour of theCompany and also will not have material adverse effect to the financial position of the Company. It is not practicablefor the Company to estimate the timing of cash outflows, if any, in respect of the above pending resolution forrespective proceedings.
$ Includes, notice received from the Directorate General of GST Intelligence in the previous year amounting to ' 1,281lacs related to supply of Books as a part of composite supply of Commercial coaching services. During the currentyear, the Company has received a demand order u/s 74 Central Goods & Service Tax ('CGST') Act 2017 for the samewhich includes an additional amount equal to the total demand amount as penalty. The Company had won a similarruling in the Supreme Court under the erstwhile Service Tax regime. The Company believes that it has dischargedall the relevant GST liabilities in compliance with the applicable laws and has filed a appeal to the order with theconcerned authorities.
i) Triangle Education, then a franchisee of the Company in Jaipur, had arbitrarily terminated the agreement andstarted a competing business using a brand of CL Educate Limited. The Sole arbitrator has passed the final orderpartially in favour of the Company. Further, the Hon'ble Delhi High Court passed an order thereby restrainingTriangle Education from using the trade mark LST/Ex-LST in any form, but Triangle Education violated theseorders and hence the Company has filed a contempt petition against the respondent before Delhi High Courtand the matter is fixed for argument on July 25, 2025.
ii) A student, has filled a case against the Company for refund of fees amounting ' 6.20 lacs (31 March, 2024: ' 6.20lacs) on the ground that he paid fees to Brilliant Tutorials considering the fact that the Company had a tie-upwith Brilliant Tutorial which was subsequently called off by the Company. The matter is fixed for argument onJuly 7, 2025.
iii) The Director of Industries and Commerce cum Chairman MSE- Chandigarh has sent a notice amounting ' 12.31lacs (31 March, 2024: ' 12.31 lacs including interest of ' 3.30 lacs) on behalf of Reivera Fabricators regarding nonpayment of dues on account of uniforms supplied to Indus World Schools. An award was passed against theCompany by the District Level Micro and Small Enterprises Facilitation Council, Ludhiana. CL Educate has fileda petition seeking setting aside of the Impugned Award. The next date of hearing is scheduled on May 28, 2025.
iv) Bawadia kala shikisha samiti, a lessor has filed a case against the Company in Bhopal for recovery of rent /arrears amounting ' 46.88 lacs (Previous year ' 46.88 lacs) for non payment of rent. The Company was engageda local lawyer who filed necessary application to transfer the case to New Delhi as the rent agreement hasarbitration clause, which states that the matter will be decided in New Delhi. The matter is fixed for argument onAugust 28, 2025.
v) Apart from those disclosed above, the Company has certain ongoing litigations involving customers, vendorsand employees. Based on legal advice of in house legal team, the management believes that no material liabilitywill devolve on the Company in respect of these litigations.
i) In the financial year 2009-10, the Company had given a franchisee to Ms Monica Oli in the name of Comprehensive
Education and IT Training Institute to provide test preparation services in Dubai (UAE). In the financial year 2012¬13, the Company had terminated the franchise agreement on account of non-recovery of fees collected by thefranchisee from students. At the time of the cancellation of agreement the total amount of receivables from andpayable to Ms Monica Oli were AED 1,019,842 (' 150.88 lacs) and AED 261,318 (' 38.66 lacs) respectively. TheCompany had preferred arbitration in the matter and the Hon'ble Arbitrator has passed an award amountingAED 2,063,267 (equivalent to ' 351.37 lacs) in favour of the Company including damages. The Company hadobtained the necessary execution documents from the Delhi High Court and sent these documents through theIndian Embassy for depositing in the Dubai Courts for execution. The matter was appealed by Ms. Monica Olibefore the Hon'ble High Court of Delhi. The Court ruled in favor of the appellant on grounds of certain proceduralirregularities relating to the service of legal documents. Acting on expert legal advice, the management hasfiled an appeal against the order and remains confident of securing a reversal. The Company has appealed theruling and the same is fixed for hearing in front of the Division Bench of High Court on August 11, 2025.
The Company has applied Ind AS 116 in the year with the date of initial application of April 01, 2019.
The Company has significant leasing agreements in respect of operating leases for its various office premises and
godowns. These lease arrangements are for a period between 12 months to 60 months and include both cancellable
and non-cancellable leases.
(ii) Defined Benefit Plan:
Gratuity
The Company operates a post-employment defined benefit plan for Gratuity. Plan is governed by the Paymentof Gratuity Act, 1972. Under the Gratuity Act, employees are entitled to specific benefit at the time of retirementor termination of the employment on completion of five years or death while in employement. This plan entitlesan employee to receive half month's salary for each year of completed service at the time of retirement/exit. TheCompany contributes to a trust set up by the Company which further contributes to a policy taken from the LifeInsurance Corporation of India. The present value of obligation is determined based on actuarial valuation using theProjected Unit Credit Method, which recognize each period of service as giving rise to additional employee benefitentitlement and measures each unit separately to build up the final obligation.
The plan assets of the Company are managed by Life Insurance Corporation of India through a trust managed bythe Company in terms of an insurance policy taken to fund obligations of the Company with respect to its gratuityplan. The categories of plan assets as a percentage of total plan assets is based on information provided by LifeInsurance Corporation of India with respect to its investment pattern for Company gratuity fund for investmentsmanaged in total for several other companies.
Description of risk exposures:
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such, the Company
is exposed to various risks as follow-
A) Salary Increases- Actual salary increases will increase the Plan's liability. Increase in salary increase rateassumption in future valuations will also increase the liability.
B) Investment Risk- If the plan is funded then assets liabilities mismatch & actual investment return on assetslower than the discount rate assumed at the last valuation date can impact the liability.
C) Discount Rate: Reduction in discount rate in subsequent valuations can increase the plan's liability.
D) Mortality & disability - Actual deaths & disability cases proving lower or higher than assumed in the valuationcan impact the liabilities.
E) Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawalrates at subsequent valuations can impact Plan's liability.
(iii) Other long-term employee benefits:
The Company provides for compensated absences to its employees. The employees can carry-forward a portion ofthe unutilized accrued compensated absences and utilize it in future service periods or receive cash compensationon termination of employment. Since the compensated absences do not fall due wholly within twelve monthsafter the end of the period in which the employees render the related service and are also not expected to beutilized wholly within twelve months after the end of such period, the benefit is classified as a long-term employeebenefit. The present value obligation in respect of earned leave is determined based on actuarial valuation using theprojected unit credit method, which recognizes each period of service as giving rise to additional unit of employeebenefit entitlement and measures each unit separately to build up the final obligations.
The present value obligation in respect of earned leave is determined based on actuarial valuation using the ProjectedUnit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefitentitlement and measures each unit separately to build up the final obligations. The summarized positions of variousdefined benefits are as under:
D. Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding otherassumptions constant, would have affected the obligation by the amounts shown below.
Sensitivity due to mortality and withdrawals are not material and hence impact of change not calculated. Sensitivityas to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement & lifeexpectancy are not applicable being a lump sum benefit on retirement.
Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company is
exposed to various risks as follow -
A) Salary Increases - Actual salary increases will increase the Plan's liability. Increase in salary increase rateassumption in future valuations will also increase the liability.
B) Investment Risk - If Plan is funded then assets liabilities mismatch & actual investment return on assets lowerthan the discount rate assumed at the last valuation date can impact the liability.
C) Discount Rate - Reduction in discount rate in subsequent valuations can increase the plan's liability.
Pursuant to the resolutions passed by the Board of Directors and Members of the Company at their respectivemeetings held on March 6, 2008 and 31 March, 2008, the Company introduced its ESOP Plan currently in force,with the name “Career Launcher Employee Stock Options Plan 2008" (hereinafter the “Plan" or “Scheme"), whichprovided for the grant of upto 250,000 options (Convertible into 2,50,000 equity shares of face value of ' 10 each)to employees of the Company and its subsidiaries.
Pursuant to the resolutions passed by Board of Directors and Members of the Company at their respective meetingsheld on August 11, 2014 and September 5, 2014, the Company made amendments to the Plan, and changed itsname to “Amended Career Launcher Employee Stock Options Plan 2008". Further amendments were made to thePlan vide resolutions passed by the Board of Directors and Members of the Company at their respective meetingsheld on January 29, 2016 and March 22, 2016, whereby the Company re-named the Plan as “Amended and RestatedCareer Launcher Employee Stock Options Plan 2014". The Company renews and extends the term of the Plan asthe need arises, from time to time. Accordingly, the Plan was renewed and extended for a period of 4 years i.e., fromSeptember 5, 2021 to September 4, 2025 by the Members of the Company at the 25th Annual General Meeting heldon September 07, 2021.
As on 31 March, 2022, 3,35,050 number of options (1,67,525 number of options before the Sub-Division of eachEquity Share of ' 10/- into 2 Equity Shares of ' 5/- each, w.e.f. October 1, 2021) remained to be granted under thePlan (31 March, 2021: 167,525 number of options of ' 10 each).
The Board of Directors of the Company and shareholders at their respective meetings held on May 19, 2022, andSeptember 15, 2022, have approved an increase in the ESOP Pool under the existing Plan by an additional 5,00,000options {convertible into 5,00,000 (Five Lacs) equity shares of face value of ' 5/- each, fully paid-up}.
Further pursuant to a Bonus Issue of Equity Shares of the Company in the ratio of 1:1, via approval of the shareholdersof the Company by way of Postal Ballot dated December 04, 2022, the outstanding number of options under thePlan doubled from 8,350,50 to 16,70,100.
As on 31 March, 2025, 16,70,100 number of options (31 March, 2024:16,70,100 number of options) were outstandingunder the Plan.
Note: Under the Plan, the options that are forfeited, lapsed or terminated, are pooled back and can be granted again.It is hereby confirmed that at no point of time did the total number of options granted under the Plan exceeded16,70,100.
During the year, the Company has granted 64,127 options (Previous year: 95,370). The Nomination, Remunerationand Compensation Committee as well as Board of Directors approved the allocation of Options under the Plan toidentified employees of the Company and its Subsidiaries, along with the Terms of Grant, Vesting and Exercise ofthe Options at their respective Meetings held on August 07, 2024.
Total expenses arising from share-based payment transactions recognised in the statement of profit and lossas part of employee benefit expense is ' 58.96 lacs (Previous year : ' 27.47 lacs).
i. The Company does not have any Benami property, where any proceeding has been initiated or pending againstthe Group for holding any Benami property.
ii. The Company does not have any transactions with companies struck off.
iii. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond thestatutory period.
iv. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
v. The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), includingforeign entities (Intermediaries) with the understanding that the Intermediary shall
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by oron behalf of the Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
vi. The Company have not received any fund from any person(s) or entity(ies), including foreign entities (FundingParty) with the understanding (whether recorded in writing or otherwise) that the Company shall
vii. The Company have not any such transaction which is not recorded in the books of accounts that has beensurrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961(such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
viii. All title deeds of Immovable Property are held in the name of the Company.
ix. The Company has not been declared a willful defaulter by any bank or financial institution or other lender (asdefined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on willfuldefaulters issued by the Reserve Bank of India.
x. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act readwith Companies (Restriction on number of Layers) Rules, 2017.
1. Total debts consists of borrowings and lease liabilities.
2. Earning available for debt service = profit for the year depreciation, amortization and impairment finance cost provision for doubtful debts share based payment to employees non cash charges.
3. Debt service = Interest payment for lease liabilities principal repayments.
4. Credit sales = Total Revenue opening unbilled revenue - closing unbilled revenue - opening deferred revenue closing deferred revenue.
5. Earnings before interest and taxes = profit before tax finance cost
6. Capital Employed = Average tangible net worth Total debt Deferred tax.
7. Average is calculated based on simple opening and closing balances.
Schedule III require explanation where the change in the ratio is more than 25% as compared to the preceding year.
Risk management framework
The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company'srisk management framework. The Board of Directors have authorised senior management to establish the processesand ensure control over risks through the mechanism of properly defined framework in line with the businesses ofthe Company.
The Company's risk management policies are established to identify and analyse the risks faced by the Company,to set appropriate risks limits and controls, to monitor risks and adherence to limits. Risk management policies arereviewed regularly to reflect changes in market conditions and the Company's activities.
(i) Credit risk
The maximum exposure to credit risks is represented by the total carrying amount of these financial assets inthe balance sheet
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument failsto meet its contractual obligations, and arises principally from the Company's receivables from customers. Thecarrying amount of financial assets represents the maximum credit exposure.
The Company's credit risk is primarily to the amount due from customers. The Company maintains a defined creditpolicy and monitors the exposures to these credit risks on an ongoing basis.
i. Credit risk on loans is limited as the loans are given to other related parties.
ii. Credit risk on cash and cash equivalents is limited as the Company invests in deposits with scheduledcommercial banks with high credit ratings assigned by domestic credit rating agencies. The cash and cashequivalents are held with bank and financial institution, counterparties which are rated AA to AAA from renownedrating agencies.
iii. For financial assets other than trade receivables, Company presumes significant increase in credit risk whenfinancial assets are past due more than 30 days.
Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well asconcentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of counter parties oncontinuous basis with appropriate approval mechanism for sanction of credit limits. Credit risk from balances withbanks, financial institutions and investments is managed by the Company's treasury team in accordance with theCompany's risk management policy. Cash and cash equivalents and Bank deposits are placed with banks havinggood reputation, good past track record and high quality credit rating.
The maximum exposure to the credit risk at the reporting date is primarily from trade receivables. Trade receivablesare unsecured and are derived from revenue earned from customers primarily located in India. The Companydoes monitor the economic environment in which it operates and the Company manages its Credit risk throughcredit approvals, establishing credit limits and continuously monitoring credit worthiness of customers to whichthe Company grants credit terms in the normal course of business.
On adoption of Ind AS 109, the Company establishes an allowance for impairment that represents its expected creditlosses in respect of trade receivable and other financial assets. The management uses a simplified approach (i.e.based on lifetime ECL) for the purpose of impairment loss allowance, the Company estimates amounts based on thebusiness environment in which the Company operates, and management considers that the trade receivables are indefault (credit impaired) when counterparty fails to make payments for receivable within the credit period allowed.However the Company based upon historical experience determine an impairment allowance for loss on receivables.
The gross carrying amount of trade receivables is ' 5,999.65 lacs (31 March, 2024: ' 6,825.48 lacs). Trade receivablesare generally realised within the credit period.
The Company believes that the unimpaired amounts that are past due by more than the credit period allowed arestill collectible in full, based on historical payment behavior.
(ii) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated withits financial liabilities that are settled by delivering cash or another financial asset. The Company's approachto managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilitieswhen they fall due, under both normal and stressed conditions, without incurring unacceptable losses or riskingdamage to the Company's reputation.
The Company believes that its liquidity position, including total cash (including bank deposits under lien and theanticipated future internally generated funds from operations will enable it to meet its future known obligationsin the ordinary course of business. The Company finance monitors rolling forecasts of the Company's liquidityrequirement on the basis of future cashflow projections to ensure it has sufficient cash to meet operationalneeds while maintaining sufficient headroom for borrowing facilities/overdraft facilities at all the times so thatthe Company does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities.There have been no breaches in the financials covenants of any interest bearing loans and borrowings in thecurrent year. Prudent liquidity risk management implies maintaining sufficient cash and marketable securitiesand the availability of funding through an adequate amount of credit facilities to meet obligations when due. TheCompany's policy is to regularly monitor its liquidity requirements to ensure that it maintains sufficient reservesof cash and funding from group companies to meet its liquidity requirements in the short and long term.
The Company's liquidity management process as monitored by management, includes the following:
- Day to day funding, managed by monitoring future cash flows to ensure that requirements can be met.
- Maintaining rolling forecasts of the Company's liquidity position on the basis of expected cash flows.
iii. Market risk
Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes inmarket prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk,the Company mainly has exposure to two type of market risk namely: currency risk and interest rate risk.The objective of market risk management is to manage and control market risk exposures within acceptableparameters, while optimising the return.
Currency risk
Currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes inforeign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currencyexchange rates on its financial position and cash flows to the extent of earnings and expenses in foreigncurrencies. Exposure arises primarily due to exchange rate fluctuations between the functional currency andother currencies from the Company's operating, investing and financing activities.
There are no derivative contracts entered by the Company. Hence, there is no associated risk.
Exposure to currency risk
The summary of quantitative data about the Company's exposure to currency risk, as expressed in IndianRupees, as at 31 March, 2025 and 31 March, 2024 are as below:
Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changesin market interest rates. The Company's main interest rate risk arises from long-term and short term borrowingswith variable interest rates, which expose the Company to cash flow interest rate risk.
Exposure to interest rate risk
The Company's interest rate risk arises majorly from the cash credit facility from banks carrying floating rate ofinterest. These obligations exposes the Company to cash flow interest rate risk. The exposure of the Company'sborrowing to interest rate changes as reported to the management at the end of the reporting period areas follows:
a) For the purpose of the Company's capital management, capital includes issued equity share capital and all otherequity reserves attributable to the equity holders of the Company.
Management assesses the Company's capital requirements in order to maintain an efficient overall financingstructure. The Company manages the capital structure and makes adjustments to it in the light of changes ineconomic conditions and the risk characteristics of the underlying assets.
To maintain or adjust the capital structure, the Company may return capital to shareholders, raise new debt or issuenew shares.
The Company monitors capital on the basis of the debt to capital ratio, which is calculated as interest-bearing debtsdivided by total capital (equity attributable to owners of the parent plus interest-bearing debts).
During the year ended 31 March, 2025, the Company decided to discontinue its Engineering, Medical, CA and Bank-SSC Product ('Cash Generating Unit') offerings in India. This strategic decision was taken to enable the Company'snewly acquired subsidiary DEXIT Global Limited (formerly NSEIT Limited) to participate in the business opportunityfor conducting examinations related to JEE, NEET, Bank-SSC, CA etc without any perception of conflict of interestdespite the businesses operating in 2 separate legal entities. The market opportunity for DEXIT global broadlyincludes 50 lac tests for JEE & NEET and 100 lacs test for Bank-SSC amounting to a potential market opportunityof ' 300-400 Cr per year currently. The Company pre-emptively decided to stop new enrolments for theseproduct groups effective Jan 2025. The delivery to already enrolled students will be completed over the remainingperiod of delivery. Consequently, an extra-ordinary loss of ' 910.29 lacs has been recognised in the statementof Profit and Loss for the current year in accordance with Ind_AS 105 “Non-Current Assets held for Sale andDiscontinued Operations".
58. During the previous year, the Board of Directors of the Company at its meeting held on August 02, 2023, has approvedthe buyback of fully paid-up equity shares of face value of '5/- each from its shareholders / beneficial owners (Otherthan those who are promoters, members of the promoter group or persons in control) from the open market throughstock exchange mechanism for an aggregate amount not exceeding ' 1,500 lacs (Indian Rupees One Thousand FiveHundred Lacs only). The buyback commenced on August 21, 2023.
The Company was able to complete the buyback of 10.49 lacs shares constituting 1.90% of the shares comprisedin the pre-buyback paid-up equity share capital of the Company. The amount returned to the shareholders viabuyback was ' 851.58 lacs includes share extinguished of ' 50.48 lacs and utilisation of securities premium of' 799.10 lacs (excluding taxes and other related expenses) at an average price of ' 81.14 per equity share. The entityhas incurred the total expense related to buy back is ' 211.46 lacs out of which buy back tax is ' 169.01 lacs andother expenses of ' 42.45 lacs.
As per the amendment to the SEBI (Buy-back of securities) regulations 2018, the buy-back needs to be completedwithin 66 working days from the commencement of the buy-back event. Further as per amendment, the Companymust utilize 75% of the amount earmarked for the buy-back. The regulations also mandate the Company to deposit2.5% of the total buy-back amount in the escrow account which will be released on completion of the event. In caseof non-completion, the exchange may forfeit the amount baring some exceptions.
The Company fell short of completing the targeted buy-back amount due to inadequate sell orders. TheCompany appealed to the SEBI for non-forfeiture of the amount and the amount was subsequently received onSeptember 26, 2024.
The buyback tax and other related expenses of buyback have been adjusted against the Other Equity as perapplicable sections of the Company's Act 2013.
59. The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso toRule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021requiring companies, which uses accounting software for maintaining its books of account, shall use only suchaccounting software which has a feature of recording audit trail of each and every transaction, creating an edit logof each change made in the books of account along with the date when such changes were made and ensuring thatthe audit trail cannot be disabled.
The Company uses accounting software for maintaining its books of account which has a feature of recording audittrail (edit log) facility and the same have operated throughout the year for all relevant transactions recorded in theaccounting software. However, the audit trail (edit logs) feature for any direct changes made at the database levelwas not enabled for invoicing software CL Zone (ERP) and accounting software Microsoft Dynamics Navision. Furtherthere is no instance of audit trail feature being tampered with in respect of the accounting software where suchfeature is enabled.
Further, there are no instances of audit trail feature being tampered with, other than the consequential impact ofthe exceptions given above. Furthermore, except for matters mentioned above, the audit trail has been preservedby the Company as per the statutory requirements for record retention.
The Management is in the process of upgrading the existing accounting software and evaluating suitable toolsand solutions that can facilitate comprehensive recording of audit trail and edit logs in the most effective andfeasibile manner.
60. The standalone financial statements for the year ended 31 March, 2025 were approved by board of directors onMay 14, 2025.
61. Previous year's figures have been regrouped / re-arranged as per the current year's presentation for the purpose ofcomparability. The regrouping/re-arrangement has no material impact on the standalone financial statements.
Summary of material accounting policies 2
The accompanying notes 1 to 61 are an integral part of the standalone financial statements.
As per our report of even date.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants CL Educate Limited
Firm's Registration No. 001076N/N500013
Neeraj Goel Nikhil Mahajan Gautam Puri
Partner Executive Director and Vice Chairman and
Group CEO Enterprise Business Managing Director
Membership No.:099514 DIN: 00033404 DIN: 00033548
Place: Gurugram, Haryana Rachna Sharma Arjun Wadhwa
Date: May 14, 2025 Company Secretary and Compliance Officer Chief Financial Officer
ICSI M. No.: A17780
Place: New DelhiDate: May 14, 2025