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

1. FINANCIAL SUMMARY AND HIGHLIGHTS

2. REVIEW OF MARKET, BUSINESS AND
OPERATIONS

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

3. SEGMENT REPORTING & OPERATIONAL
OVERVIEW

Standalone

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

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

Revenue distribution by geographical segment (in %)

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

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

Consolidated:

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

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

1. EdTech

2. MarTech

3. DEX

EdTech:

The EdTech segment comprises of the
following verticals:

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

Test Preparation & Coaching:

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

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

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

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

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

Publishing & Content Monetization:

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

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

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

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

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

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

Student Mobility & Platform Monetization:

Under its Platform Monetization and Student Mobility
segment, CL Educate provides a comprehensive array
of services and products, including:

i. I ntegrated Solutions for educational institutions
and universities across India.

ii. Student Recruitment Services.

iii. Marketing and Student Outreach Services.

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

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

The Student Mobility business includes the
following services:

a. Admission Consulting

a. Counselling & Support

b. Guidance & Review - SOPs/Essays/Selection
of Colleges

c. Interview preparation

b. Exam Prep

a. IELTS / TOEFL

b. GMAT

c. GRE

d. SAT

c. Visa Consulting

a. Interview Preparation

b. Verification of Funds

c. Online Application & Docket Preparation

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

Revenue distribution by geographical segment
(in %)

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

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

5. DETAILS OF SUBSIDIARIES/ JOINT VENTURES/
ASSOCIATE COMPANIES AS ON THE DATE OF
THIS REPORT

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

Direct Subsidiaries (In chronological order of
becoming subsidiaries of CL):

i) Career Launcher Infrastructure Private Limited
(hereinafter “CLIP")

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

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

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

Earlier a wholly owned subsidiary of the Company,
Kestone CL Asia is now a 99.90 % Subsidiary of the
Company on account of exercise of stock options
by its employees pursuant to its Employee Stock
Options Plan.

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

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

On a consolidated basis, Kestone CL Asia
achieved a 35% revenue increase, reaching
' 4,350 Lacs in FY 2025, up from ' 3230 Lacs in
FY 2024. This growth was driven by the strong
performance of its Subsidiaries in the US and
Indonesia, due to the acquisition of new clients.

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

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

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

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

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

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

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

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

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

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

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

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

KUPL is engaged in the business of providing
premium end-to-end event planning and
management services in India and abroad,
including luxury weddings, high-end social
events, and private functions. It offers
customized experiences covering everything
from conceptualization to execution, along with

consultancy services and the organization of
live entertainment programs and shows. There
is no income recorded in this subsidiary for the
current financial year.

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

During the year under review, 100% Control,
Ownership and Management of DEXIT (earlier
NSEIT Ltd.), an erstwhile 100% subsidiary of
NSE Investments Ltd. (NSEIL), and a step-down
subsidiary of National Stock Exchange of India
Limited (NSE) was, with effect from February 20,
2025, acquired by CL from NSEIL. The name of
the entity has, with effect from April 01, 2025
been changed from NSEIT Ltd. to DEXIT Global
Ltd. with a view to reinforcing the Company's
brand identity and establishing a strong market
association rooted in its strategic alignment with
the core business operations of the Company.

DEX, one of the largest players in India's digital
assessments market, is engaged in the business
of providing end-to-end digital examination and
assessment services. It brings a strong market
reputation, advanced technological capabilities,
and a significant relative market share of over
20%. DEX's scalable solutions span key areas such
as Recruitment & Promotion Exams, Professional
Certifications, Vocational Assessments, Entrance
Exams, and Employability Enhancement,
positioning the Company to capture a broader
share of the digital assessments' ecosystem. This
strategic move underscores CL's commitment
to innovation and growth in the evolving
education landscape.

The total revenue for DEXIT Global Limited stood
at ' 22,785 Lacs in FY 2025 as compared to
' 20,808 Lacs in FY 2024.

Indirect Subsidiaries (In chronological order of
becoming subsidiaries of CL):

ix) ICE GATE Educational Institute Private Limited (
hereinafter "ICE GATE")

Incorporated under the Companies Act,
2013 on August 12, 2015, ICE GATE became a
Subsidiary of the Company on October 31, 2017.
Subsequently, on January 29, 2025, pursuant to a
share swap arrangement between the Company
and 361DM, entire 7,350 (Seven Thousand Three
Hundred and Fifty) equity shares of face value of
' 10/- (Rupees Ten) each held by the Company
in ICE Gate were transferred/sold to 361DM and
the Shareholding of the Company in Ice Gate

decreased from 73.5% to NIL. ICE GATE continues
to remain an indirect subsidiary of the Company.

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

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

x) Kestone CL US Limited, Delaware, USA
(hereinafter "Kestone CL US")

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Audited Financial Statements of the Company &
its Subsidiaries:

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

Shareholding in (Direct) Subsidiary Companies:

As on March 31, 2025, the Company's shareholding

in its Subsidiaries was as follows:

a. CLIP- 98,468 Equity Shares of '10/- each
constituting 100% of the paid-up Equity
Share Capital;

b. CLPL- 99,000 Equity Shares of Re.1/- each
constituting 99% of the paid-up Equity
Share Capital;

c. 361DM- 35,733 Equity Shares of '10/- each
constituting 53.15% of the paid-up Equity
Share Capital;

d. CLF-5,000 Equity Shares of '10/- each
constituting 100% of the paid-up Equity
Share Capital;

e. KUPL- 10,000 Equity Shares of ' 10/- each
constituting 100% of the paid-up Equity
Share Capital;

f. Kestone CL Asia-17,24,30,599 Ordinary
Shares of SGD 0.01/- each constituting
99.90 % of the paid-up Share Capital; and

g. CL Singapore-10,000 Ordinary Shares of
SGD 1/- each constituting 100% of the paid-
up Share Capital.

Shareholding in Associate Companies

As on March 31, 2025, the Company did not have

any Associate Company.

6. CORPORATE GOVERNANCE

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

7. MANAGEMENT DISCUSSION & ANALYSIS

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

8. DIVIDEND

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

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

9. TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION
FUND

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

10. TRANSFER TO RESERVES

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

11. CAPITAL AND FINANCE
Capital

As on March 31, 2025:

» Authorized Share Capital of the Company was
' 4,000 Lacs comprising of 8,00,00,000 equity
shares of Face Value ' 5/- each; and

» Paid-Up Share Capital of the Company was
' 2,704.91 Lacs comprising of 5,40,98,314 equity
shares of Face Value ' 5/- each.

Changes to the Capital Structure during the year
under review

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

Finance

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

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

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

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

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

13. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY REGULATORS & COURTS

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

14. RISK MANAGEMENT POLICY

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

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

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

15. INTERNAL FINANCIAL CONTROL SYSTEMS

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

applicable statutes and regulations. The safeguarding
of Company assets from unauthorized use or loss. The
proper authorization and execution of transactions.
Adherence to established corporate policies. A well-
defined delegation of power, with clear authority
limits for approving revenues and expenditures, is
firmly in place.

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

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

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

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

16. PUBLIC DEPOSITS

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

17. AUDITORS AND AUDITOR'S REPORT
Statutory Auditors

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

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

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

Fees paid/payable to Statutory Auditors

Total Fee (excluding other expenses and taxes, if any),
for all services paid/ payable to M/s. Walker Chandiok
& Co. LLP, Chartered Accountants, the Statutory
Auditor, by CL, its Subsidiaries and all entities in the
network firm/ network entities of which the Statutory
Auditor is a part, on a consolidated basis, for the
Financial Year 2024-25, is mentioned below:

Statutory Auditor's Report

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

Statutory Auditor's Observation:

Observation in Standalone Financial Statements:

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

Management Response:

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

Secretarial Auditors

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

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

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

Secretarial Audit Report 2024-25 of the Company:

The Secretarial Audit Report for the Financial Year
2024-25 issued by the Secretarial Auditor does not
contain any qualification, observation or adverse

remark. The same is annexed as Annexure-II to
this Report.

Secretarial Audit of Material Unlisted Subsidiaries

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

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

Internal Auditor

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

Cost Auditor

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

Cost Audit Report 2024-25

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

Reporting of fraud by Auditors

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

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

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Appointments & Cessations during the Financial
Year 2024-25:

1. At the 28^th Annual General Meeting of the
Company held on September 17, 2024, the
following matters were approved by the Members
with requisite majority:

» Re-appointment of Mr. Satya Narayanan
Ramakrishnan (DIN: 00307326), Chairman and
Executive Director of the Company, pursuant
to his retiring by rotation.

» Re-appointment of Mr. Imran Jafar (DIN:
03485628), Non-Executive Non- Independent
Director of the Company, pursuant to his
retiring by rotation.

» Re-appointment of Mr. Sanjay Tapriya (DIN:
00064703), as a Non- Executive Independent
Director on the Board of the Company, for a
second term of 5 (five) consecutive years,
commencing from October 24, 2024 up to
October 23, 2029 (both days inclusive), with his
period of office not liable to retire by rotation.

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

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

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

Board appointed Mr. Yatrik Vin (DIN: 07662795) as
an Additional Director (Category- Non-Executive
Independent Director) of the Company, with his
period of office not liable to determination by
retirement by rotation, at its Meeting held on August
07, 2025. As an additional Director, Mr. Yatrik Vin
holds office till the date of the ensuing Annual
General Meeting. The Board recommends that
Mr. Yatrik Vin's appointment be regularised by the
Shareholders of the Company as a Non-Executive
Independent Director for an initial term of five
(5) consecutive years commencing from August
07, 2025 till August 06, 2030, with his period of
office not liable to determination by retirement by
rotation. Accordingly this matter is included in the
notice convening the 29^th AGM of the Company.

c. Proposed appointments at the 29th AGM:

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

» Mr. Gautam Puri (DIN:00033548), Vice Chairman
& Managing Director of the Company, who
retires by rotation at the 29^th Annual General
Meeting and being eligible has offered himself
for re-appointment, is proposed to be re¬
appointed.

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

» Professor Piyush Sharma (DIN: 08759840), who
completed his first term of 5 years as a Non¬
Executive Independent Director on Board on
July 16, 2025, is proposed to be re-appointed
as a Non-Executive Independent Director for
a second term of 5 consecutive years.

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

» Mr. Yatrik Vin (DIN: 07662795), who has been
appointed as an Additional Director by
the Board on August 07, 2025, is proposed
to be appointed as a Non-Executive
Independent Director for an initial term of 5
consecutive years.

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

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

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

Based on the recommendation of the Nomination,
Remuneration and Compensation Committee
(“NRC Committee"), the Board, at its meeting
held on August 07, 2025, has approved the
re-appointment of Executive Directors of the
Company for a further period of three (3) years
beginning April 01, 2026 till March 31, 2029, as well
as the overall maximum managerial remuneration
that may be paid to them for these 3 years
including in the event of loss or inadequacy of
profits in any financial year contained in the
aforesaid period of three (3) years.

d. Declaration by Independent Directors

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

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

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

e. Separate Meeting of Independent Directors

Pursuant to the requirements of Schedule IV of the
Act, the Independent Directors of the Company held
their separate meeting on March 27, 2025, without
the presence of Non- Independent Directors and/or
the members of the Management. The Independent
Directors, inter-alia;

a. Reviewed the performance of the Non¬
Independent Directors and the Board as a whole;

b. Reviewed the performance of the Chairman of
the Company; and

c. Assessed the quality, quantity and timeliness
of flow of information between the Company,
Management and the Board that is necessary for
the Board to effectively and reasonably perform
its duties.

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

f. Disclosure of Interest in other entities/concerns:

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

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

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

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

h. Annual Evaluation by the Board

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

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

i. Key Managerial Personnel

As on March 31, 2025, the following persons were the
designated Key Managerial Personnel of the Company
pursuant to Section 2(51) and Section 203 of the Act,
read with the Rules made thereunder:

i) Mr. Satya Narayanan R, Chairman & Executive
Director,

ii) Mr. Gautam Puri, Vice Chairman & Managing
Director,

iii) Mr. Nikhil Mahajan, Executive Director & Group
CEO Enterprise Business,

iv) Mr. Arjun Wadhwa, Chief Financial Officer, and

v) Ms. Rachna Sharma, Company Secretary and
Compliance Officer.

19. COMPOSITION OF AUDIT COMMITTEE

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

20. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company has established a Vigil Mechanism/
Whistle Blower Policy in compliance with the
provisions of Section 177(9) and (10) of the Act, read
with Rule 7 of the Companies (Meetings of the Board
and its Powers) Rules, 2014 and Regulation 22 of the
SEBI Listing Regulations and Regulation 9A of the SEBI
(Prohibition of Insider Trading) Regulations, 2015, to
enable stakeholders (including Directors, Employees,
retainers, franchisees etc.) to report unethical
behavior, actual or suspected fraud or violation of
the Company's Code of Conduct or instances of
leak of unpublished price sensitive information. The
Policy provides for adequate safeguards against
victimization of Director(s)/ employee(s) and
provides for direct access to the Chairman of the
Audit Committee in exceptional cases. The Protected
Disclosures, if any, reported under this Policy are to
be appropriately and expeditiously investigated by
the Ethics Committee. Your Company hereby affirms
that no Director/ employee was denied access to the
Chairman of the Audit Committee and no complaints
were received during the Financial Year under review.
The Vigil Mechanism/ Whistle Blower Policy is available
on the website of the Company at the web link www.

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

21. CORPORATE SOCIAL RESPONSIBILITY

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

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

CSR Projects: Your Company is committed to the
continual development, upliftment and advancement

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

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

As a step towards making a meaningful contribution
towards its CSR, the CSR Committee and Board
voluntarily decided to adjust the excess CSR amounts
spent by the Company over FY 2020-21 till 2022-23
against its Past CSR Obligation pertaining to FY 2014¬
15 till 2019-20 (“Past Obligation") till its exhaustion,
and the remaining, if any, to be carried forward and
set-off against its CSR Obligation arising in future.
In view of this, the entire excess CSR spend since
the Financial Year 2020-21, amounting to ' 1.61
Crores was adjusted against the Past Obligation
thereby exhausting it completely, though it was not
mandatorily required to be done.

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

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.

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

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

(a) For Mr. Satya Narayanan R and Mr. Gautam Puri - Contribution to provident fund, superannuation fund or annuity fund
to the extent these either singly or put together are not taxable under the Income-tax Act, 1961. For Mr. Nikhil Mahajan
- Company's contribution towards social security benefits equivalent to 7.65% of his fixed monthly remuneration.

(b) Gratuity payable at a rate not exceeding half a month's salary for each completed year of service;

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

(d) Provision of Car for official purposes, as well as provision of telephone/ internet at residence etc; and

(e) Medical Insurance Premium as per the Company's Policy.

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

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

#Note:

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

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

a. Particulars of Employees

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

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

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

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

The Company has a policy against sexual harassment
at the workplace and has constituted an Internal
Complaints Committee and has complied with the
provisions in this respect as are applicable under
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
There was no complaint received from any employee
during the year, nor is any complaint pending or
outstanding for redressal as on March 31, 2025. The
Company conducts awareness programs at regular
intervals, and provides necessary updates/ guidance
through its website and through other employee
communication channels.

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

24. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

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

25. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

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

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

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

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

26. ANNUAL RETURN

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

27. DETAILS OF THE COMPANY'S ESOP PLAN

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

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

A Certificate dated July 30,2025 has been issued
by the Secretarial Auditor of the Company, certifying
we confirm that the above mentioned ESOP Plan of
the Company has been implemented in accordance
with the applicable provisions of the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, as
amended, to the extent applicable and in accordance
with the resolutions of the Company passed at the
General Meetings of the members of the Company.
The same shall be made available for inspection by
the members at the 29^th Annual General Meeting.

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

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

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

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

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

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

3. AI Driven CAT percentile Predictor: Qur CAT

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

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

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

5. WhatsApp based conversational messaging:

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

6. Automated Customer support ticketing: For CL

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

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

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

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

29. SECRETARIAL STANDARDS ISSUED BY THE
INSTITUTE OF COMPANY SECRETARIES OF
INDIA (ICSI)

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

30. OTHER DISCLOSURES

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

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

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

31. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

d. the Directors have prepared the Annual Financial
Statements / Annual Accounts on a 'going concern' basis;

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

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

32. ACKNOWLEDGEMENT

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

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

For and on behalf of Board of Directors of

CL Educate Limited

Sd/-

Satya Narayanan R

Chairman & Executive Director
DIN: 00307326

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

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

Place: New Delhi
Date: August 07, 2025