The Board of Directors of your Company takes pleasure in presenting the 28^th (Twenty-Eighth) 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, 2024.

1. Financial Summary and Highlights

f? In Lacs)

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, 2024, the Company achieved 96% of its total revenue from Operations on a standalone basis, with the remaining 4% coming from Other Income. This compares to 98% from Operations and 2% from Other Income in the previous financial year. The shift is primarily due to a one-time income recognized from a reward granted by the honorable High Court of Delhi.

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

Revenue distribution by geographical segment (in %)

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

The Company has successfully expanded its overseas business, resulting in a significant increase in overseas contributions to Revenue from Operations, rising to 10% in FY24 from 4% in FY23. Building on this momentum, overseas expansion remains a key strategic focus for the upcoming financial year.

Consolidated:

For the financial year ending March 31, 2024, the Company achieved 96% of its total revenue from Operations on a consolidated basis, with the remaining 4% coming from Other Income. This compares to 98% from Operations and 2% from Other Income in the previous financial year. The shift is primarily due to a one-time income recognized from a reward granted by the honorable High Court of Delhi.

The Company has identified 2 reportable business segments as primary segments:

1. EdTech

2. MarTech EdTech:

The EdTech segment comprises of the following verticals:

• Test Preparation & Coaching

• Publishing & Content Monetization

• Student mobility & Platform Monetization Test Preparation & Coaching:

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

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

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

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

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

Publishing & Content Monetization:

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

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

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

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

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

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

Student Mobility & Platform Monetization:

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

i. Integrated Solutions for educational institutions and universities across India.

ii. Student Recruitment Services.

iii. Marketing and Student Outreach Services.

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

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

The Student Mobility business includes the following services:

a. Admission Consulting

a. Counselling & Support

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

c. Interview preparation

b. Exam Prep

a. IELTS / TOEFL

b. GMAT

c. GRE

d. SAT

c. Visa Consulting

a. Interview Preparation

b. Verification of Funds

c. Online Application & Docket Preparation

d. Value Added Services

a. Accommodation

b. Health Insurance

c. FOREX

d. Travel Insurance

e. Education Loans

MarTech

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

a. Experiential Marketing & Event Management Solutions

b. Digital & MarComm services

c. Customized Engagement Programs (CEP)

d. Transitioning Businesses into the Metaverse

e. Strategic Business Solutions Others

Other business segments include Vocational Training services, wherein no new business is being taken by the company, and our discontinued K-12 operations.

Segment Revenue - Consolidated Basis

On a consolidated basis, the revenue from operations grew by 9% to ' 31,855 Lacs in FY24 from ' 29,131 Lacs in FY23. The EdTech segment contributed 13% of the growth in topline, increasing to ' 9,951 Lacs in FY24 from ' 17,596 Lacs in FY23, while MarTech contributed 3%, increasing to ' 11,904 Lacs in

FY24 f_rom ' 11 535 l_acc in FY23

The growth in EdTech revenue is driven by several key factors:

• A 12% increase in Test Preparation revenue, fueled by a rise in paid enrollments.

• A 19% increase in Publishing & Content Monetization revenue, resulting from higher net sales in the publishing division.

• A remarkable 35% increase in Platform Monetization revenue, thanks to an expanded client base and higher average ticket size per client.

In the MarTech segment, topline growth was stable despite

marketing spend constraints in India's IT and FMCG sectors.

However, our international business experienced significant topline growth, driven by the acquisition of new clients in the US and Indonesia.

To counter the slower growth in India, the company has successfully onboarded several new clients in the financial services sector, positioning us for further revenue growth moving forward.

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 10 subsidiaries, including 3 step-down subsidiaries, dedicated to advancing our diverse business activities. These include education and training programs, publishing, experiential and digital marketing, and providing education related services to institutions and universities. Below is a brief profile of our subsidiaries:

i) Career Launcher Infrastructure Private Limited ("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 5% in FY24, reaching ' 2,000 Lacs compared to ' 1,901 Lacs in FY23. This increase is primarily due to the higher sales of test preparation and competitive exam books.

ii) Career Launcher Private Limited ("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.

iii) ICE GATE Educational Institute Private Limited ("ICE GATE”)

Incorporated under the Companies Act, 2013 on August 12, 2015, ICE GATE became a Subsidiary of the Company on October 31, 2017.

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

The Company's total income surged by 47% to ' 192.18 Lacs in FY24, up from ' 130.65 Lacs in FY23. Following the post-COVID transition to a new business model, while there has been a temporary dip in revenue from operations this financial year, management remains confident in the potential for growth under the new model, anticipating increased revenue from operations moving forward.

iv) Threesixtyone Degree Minds Consulting Private Limited ("361DM”)

361DM, incorporated under the Companies Act, 1956 on July 06, 2006, an erstwhile Associate Company of the Company, delivers large scale yet effective learning and education solutions to individuals, organizations and educational institutions. During the year under review, the Company gained control over the composition of the Board of Directors of 361DM contractually, by acquiring the right to appoint majority Directors on 361DM Board till the time it remains the single largest shareholder of 361DM. On February 17, 2024, the Company became the single largest shareholder of 361DM. With effect from this date, 361DM's status changed from being an Associate Company to a Subsidiary Company of the Company. As on March 31, 2024, the Company held 18,534 Equity Shares aggregating to 38.92% of the paid-up equity share capital of 361DM.

The total income of the Company surged by 113% to Rs 457.53 Lacs in FY24 as compared to Rs 214.52

Lacs in FY23 mainly on account of signing up with new universities & colleges.

v) Career Launcher Foundation (“CLF”), 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.

vi) Kestone CL Asia Hub Pte. Ltd., Singapore (“Kestone CL Asia”)

Earlier a wholly owned subsidiary of the Company, Kestone CL Asia is now a 99.8976% 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 service to corporates & institutions in the Middle East, and has subsidiaries in USA and Indonesia.

On a consolidated basis, Kestone CL Asia achieved a 34% revenue increase, reaching ' 3,263 Lacs in FY24, up from ' 2,433 Lacs in FY23. This growth was driven by the strong performance of its subsidiaries in the US and Indonesia, due to the acquisition of new clients.

a.1. Kestone CL US Limited, Delaware, USA (“Kestone CL US”) (Step Down Subsidiary)

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

Kestone CL US earned a total income of $ 305,463 in FY24 as compared to $39,740 in FY23 contributing significantly to the international expansion strategy.

a.2. PT. Kestone CLE Indonesia (Step Down Subsidiary)

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 IDR 3,793 Mn in its first full year of operations, marking a significant step in the international business.

a.3. CL Educate (Africa) Limited, Mauritius (“CL Africa”) (Step Down Subsidiary)

Incorporated in Mauritius on January 13, 2020, CL Africa is a 90% Subsidiary of Kestone CL Asia, incorporated with an objective to take its product and services offerings to the African markets.

The full year turnover for the Company was recorded as MUR 1,867,406.

Note: With an intent of separation of EdTech and Martech businesses globally, the ownership of CL Africa has 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.

vii) CL Singapore Hub Pte. Ltd., Singapore (“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. (The International Martech business continues to be carried on by Kestone CL Asia).

The Company has commenced its operations in April 2024.

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

There was no change in the status of subsidiaries/ associate companies/ joint ventures during the Financial Year 2023-24, except as mentioned below:

1. With CL gaining control over the composition of the Board of 361DM, 361DM's status changed from being an Associate Company to being a Subsidiary Company of the Company w.e.f. February 17, 2024 by virtue of the provisions of Section 2(87) (i) of the Act.

2. CL Singapore was incorporated as a 100% Subsidiary of the Company in Singapore on August 16, 2023.

3. CL Africa was transferred from Kestone CL Asia to CL Singapore effective from April 1, 2024.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial

Statements of the Company's Subsidiary Companies in Form AOC-1 is attached to this report as Annexure-I.

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, 2024 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, 2024, the Company's shareholding in its Subsidiaries was as follows:

a. 98,468 Equity Shares of ' 10/- each comprising of 100% of the Equity Share Capital in Career Launcher Infrastructure Private Limited;

b. 99,000 Equity Shares of ' 1/- each comprising of 99% of the Equity Share Capital in Career Launcher Private Limited;

c. 6,950 Equity Shares of ' 10/- each comprising of 69.50% of the Equity Share Capital in ICE GATE Educational Institute Private Limited (increased to 73.50% during the Financial Year 2024-25);

d. 18,534 Equity Shares of ' 10/- each comprising of 38.92% of the Equity Share Capital in Threesixtyone Degree Minds Consulting Private Limited;

e. 5,000 Equity Shares of ' 10/- each comprising of 100% of the Equity Share Capital in Career Launcher Foundation;

f. 16,60,31,590 Equity Shares of SGD 0.01/- each comprising of 99.8976% of the Equity Share Capital in Kestone CL Asia Hub Pte. Ltd.; and

g. 10,000 Equity Shares of SGD 1/- each comprising of 100% of the Equity Share Capital in CL Singapore Hub Pte. Ltd.

Shareholding in Associate Companies

As on March 31, 2024, the Company did not have any Associate Company.

6. Corporate Governance

Pursuant to the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (referred to as “SEBI (LODR)” or “the Listing Regulations”) a detailed report on Corporate Governance forms 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 2023-24, as stipulated under the Listing Regulations forms part of this Report.

7. Management Discussion & Analysis

Management Discussion and Analysis (MDA) Report for the Financial Year 2023-24 on the operations and state of affairs of your Company, as stipulated under Regulation 34 of the Listing Regulations is given in a separate section forming part of this Annual Report.

8. Dividend

Considering the business growth plans, the Board of Directors does not recommend any Dividend for the Financial Year 2023-24.

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-Policv.pdf.

9. Transfer of unclaimed dividend to Investor Education and Protection Fund

There is no amount which is 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 Board of Directors has decided to retain the entire amount of profits for the Financial Year 2023-24 in the Profit and Loss Account.

11. Capital and Finance

Capital

As on March 31, 2024,

• 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 ' 2,702.62 Lacs comprising of 5,40,52,393 equity shares of Face Value ' 5/- each.

Changes to the Capital Structure during the year under review

1. Buy-Back of Equity Shares: At its meeting held on August 02, 2023, the Board of Directors of the Company approved Buyback of fully paid-up equity shares of face value of ' 5/- each of the Company from its shareholders /beneficial owners (except promoters, members of the promoter group and persons in control of the Company), from Open Market through Stock Exchange mechanism for an aggregate amount not exceeding ' 1,500 Lacs at a price not exceeding ' 94/- per Equity Share, payable in cash. The Buyback commenced on August 22, 2023, and was closed on November 28, 2023 [on completion of Sixty-Six working days from the opening of the

Buyback]. Through this Buyback, the Company was able to buy back 10,49,475 Nos. of equity shares of the Company at an average price of ' 81.14 per Equity Share, constituting about 1.90% of the shares comprised in the pre buyback equity share capital of the Company. The Company deployed an aggregate of ' 851.58 Lacs in the Buyback.

2. Share allotment under the Company's Employee Stock Option Plan (CL ESOP Plan): The Company has in place an Employee Stock Option Plan, under which 33,556 Equity Shares of face value of ' 5/- each were allotted to the employees during the Financial Year 2023-24.

Finance

The Company remains net debt-free, effectively utilizing certain overdraft and cash credit facilities to manage day-today operations. These facilities are primarily allocated to the MarTech segment, which is capital-intensive and requires upfront expenses for executing event-related projects. The increase in borrowings to ' 2,108 Lacs in FY24, compared to ' 1,045 Lacs in FY23, includes an addition of ' 220 Lacs from the consolidation of our newly acquired subsidiary, 361DM, previously an associate.

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 ongoing 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%20 Educate%20Limited Risk%20Management%20Policv.pdf

15. Internal Financial Control Systems

The Company has aligned its current system of Internal Financial Controls with the requirements of the Act. The Internal Control Systems are intended to increase transparency and accountability in an organization's process of designing and implementing a system of internal controls. The framework requires a Company to identify and analyze risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness. The Company's internal controls are commensurate with its size and the nature of its operations. These have been designed to provide a reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies. CL has a well-defined delegation of power with authority limits for approving revenues as well as expenditures. Processes for formulating and reviewing annual and long-term business plans have been laid down. CL uses a state-of-the-art Enterprise Resource Planning (ERP) system to record data for accounting, consolidation and management information purposes and connects to different locations for efficient exchange of information. It has continued its efforts to align all its processes and controls with the best practices.

Your management assessed the effectiveness of the Company's internal controls over financial reporting as of March 31, 2024. The assessment involved management review, internal audit and statutory audit.

The Internal Controls over Financial Reporting are routinely tested and reported by the Statutory as well as Internal Auditors, in a process that involves a review of the internal controls and risks in its operations and processes such as IT and general controls, accounting and finance, procurement, employee engagement, etc.

During the year under review, internal audit was conducted based on the risk-based internal audit plan approved by the Audit Committee. Significant audit observations and follow-up actions thereon were reported to the Audit Committee.

Pursuant to Section 143 of the Act, the Statutory Auditor has issued an attestation report on 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, 2024.

17. Auditors and Auditor’s Report

Statutory Auditors

Pursuant to the recommendation of the Audit Committee dated May 12, 2020, the Board of Directors and Members of the Company, at their respective meetings held on May 12, 2020 and September 30, 2020, approved the appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No.: 001076N/N500013), as the Statutory Auditor of the Company for a term of five (5) consecutive years (“First Term”) commencing from the Financial Year 2020-2021. Accordingly, M/s. Walker Chandiok & Co.

LLP, Chartered Accountants hold office till the conclusion of the 29^th Annual General Meeting of the Company to be held during the Financial Year 2024-25.

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 entity of which the Statutory Auditor is a part, on a consolidated basis, for the Financial Year 2023-24, 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 company is still in the process of recovering from COVID. The Company has pivoted its business model as well to ensure a faster recovery. While the Company has successfully repaid ' 42 Lacs in the previous year and is expected to completely repay the loan by Q1 FY26, the management believes burdening the subsidiary with interest will be prejudicial for the subsidiary company looking to make a turnaround.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (LODR), and based on the recommendation

of the Audit Committee, your Directors have appointed M/s. Sharma and Trivedi LLP, Company Secretaries, Mumbai (LLPIN: AAW-6850) as the Secretarial Auditor of the Company for the Financial Year 2024-25.

Secretarial Audit Report 2023-24

The Secretarial Audit Report for the Financial Year 2023-24 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

The Company did not have any material unlisted Subsidiary during the Financial Year 2023-24.

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, Business Advisors and Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2024-25.

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 2024-25. 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 2024-25 (as recommended by the Audit Committee and approved by the Board of Directors) is included in the Notice convening the 28^th Annual General Meeting, along with all relevant details.

Cost Audit Report 2023-24

The Cost Audit Report 2023-24 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 2023-24:

1. At the 27^th Annual General Meeting of the Company held on August 03, 2023, the following matters were approved by the members with requisite majority:

• Re-appointment of Mr. Nikhil Mahajan (DIN: 00033404), Executive Director and Group CEO Enterprise Business of the Company, pursuant to his retiring by rotation.

• Deputation of Mr. Nikhil Mahajan to Kestone CL US Limited, a Step Down Subsidiary Company of CL initially from June 01, 2023 till March 31, 2024, extendible depending upon the business needs, requirements and the prevailing circumstances, with power delegated to NRC Committee or the Board of Directors of the Company to extend the period of deputation.

• Re-appointment of Mr. Girish Shivani (DIN: 03593974), as a Non- Executive Independent Director on the Board of the Company, for a second term of 5 (five) consecutive years, commencing from September 30, 2023 upto September 29, 2028 (both days inclusive), with his period of office not liable to retire by rotation.

2. Deputation period of Mr. Nikhil Mahajan to Kestone CL US Limited was extended till March 31, 2026 by the Board of Directors of the Company at its meeting held on February 02, 2024, based on the recommendation of the NRC and Audit Committee.

b. Appointments & Cessations after the end of Financial Year 2023-24 till the date of this Report:

Mr. Sanjay Tapriya holds office as a Non- Executive Independent Director on the Board of the Company till October 23, 2024, after which his current first term of 5 years expires. Based on his performance evaluation, the Nomination, Remuneration and Compensation Committee as well as the Board of Directors of the Company have recommended his re-appointment for a second term of five (5) consecutive years commencing from October 24, 2024 up to October 23, 2029 (both days inclusive) to the shareholders of the Company for their approval by way of a Special Resolution. Accordingly, a resolution seeking members' approval to the re-appointment of Mr. Sanjay Tapriya for a second term of 5 years is included in the Notice convening the 28^th Annual General Meeting, along with all relevant details.

c. Proposed appointments at the 28^th AGM:

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

• Mr. Satya Narayanan Ramakrishnan (DIN: 00307326), Chairman and Executive Director of the Company, who retires by rotation at the 28^th Annual General Meeting and being eligible, has offered himself for re-appointment, is proposed to be re-appointed.

• Mr. Imran Jafar (DIN: 03485628), NonExecutive Non- Independent Director of the Company, who retires by rotation at the 28^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:

• Mr. Sanjay Tapriya (DIN: 00064703), who is about to complete his first term of 5 years as a Non-Executive Independent Director on Board on

October 23, 2024 is proposed to be re-appointed as a Non-Executive Independent Director for a second term of 5 consecutive years.

d. Declaration by Independent Directors

As on the date of this report, there are 4 (four) 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, skill, 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 Listing Regulations, and that there was no change in their status as Independent Directors during the Financial Year 2023-24.

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 www.cleducate.com/ advisory-board.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, during the Financial Year 2023-24, the Independent Directors of the Company met separately on February 25, 2024, without the presence of NonIndependent 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 08, 2024 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 2023-24 and 2024-25.

The Company has received confirmation from all the Directors that as on March 31, 2024, 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 2023-24

The Board of Directors of the Company duly met 7 (Seven) 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 2023-24 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, 2024, 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 (LODR). The details of its composition, powers, functions, meetings held during the Financial Year 2023-24 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 2023-24.

20. Vigil Mechanism / Whistle Blower Policy

Your Company has established a Vigil Mechanism/ Whistle Blower Policy in compliance with the provisions of Section 177(9) and (10) of the Act, read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (LODR) and Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015, to enable stakeholders (including Directors, employees, retainers, franchisees etc.) to report unethical behavior, actual or suspected fraud or violation of the 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%20Educate%20Limited CSR%20Policv.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-Proiects.pdf.

All such projects are approved by the Board of Directors on therecommendation of the CSR Committee and areimplemented by the Company eitheritself, or through its implementing Agency, Career Launcher Foundation.

a) Cumulative Account of the CSR Obligation and Spend of CL Educate Limited (as on March 31, 2024):

Amount f? in Lacs)

As a step towards making a meaningful contribution towards its CSR, the CSR Committee and Board voluntarily decided to adjust the excess CSR amount spent by the Company, first against its Past CSR Obligation pertaining to Financial Year 2014-15 till the Financial Year 2019-20 (“Past Obligation”) till its exhaustion, and the remaining 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 has been adjusted against the Past Obligation thereby exhausting it completely, though it was not mandatorily required to be done.

b) Detailed Account of the 'CSR Obligation and Spend’ pertaining to the Financial Year 2023-24:

There being no CSR Obligation on the Company pertaining to the Financial Year 2023-24, no funds were utilized towards any of its Projects during the Year.

The Annual report on CSR Activities is annexed as Annexure-III 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.

* Pro-Rata for 2 months. Includes an amount equivalent to 20,000 AED (' 4,5 Lacs approximately) as remuneration paid to Mr, Nikhil Mahajan for April and May 2023 in connection with the Company's Dubai business operations.

Amm int in I nnllarc

^APro-Rata for 10 months. This does not include 7.65% of USD 10,500 paid by the Company as statutory contribution towards FICA and contributory Insurance. # During the year under review, Mr. Nikhil Mahajan was deputed to Kestone CL US Limited (“ US"), a 100% step down subsidiary of the Company with

effect from June 01,2023 (‘‘Effective Date"). On and from the Effective Date, his fixed salary is paid in US Dollars by Kestone US. Accordingly, the NRC Committee and Board revised its recommendation to this effect.

**Being on Deputation, an equivalent USD Amount (USD 88,686) of Mr Nikhil Mahajan's Variable Compensation of INR 74 Lakhs was decided to be paid to him from Kestone US.

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

(a) 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;

(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 (i.e., at the time of separation from the Company);

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

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

Commission paid/payable to Non-Executive Independent Directors for the Financial Year 2023-24:

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 2023-24:

#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.

Note:

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

23. Particulars of Employees

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

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

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

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

The Company has a policy against sexual harassment at the workplace and has constituted an Internal Complaints Committee and has complied with the provisions 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, 2024. 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.

25. Particulars of Loans, Guarantees and Investments

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

26. Particulars of Contracts or Arrangements with Related Parties

As a 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-VI to this report.

Details of the Related Party Transactions, as required to be provided under the Listing Regulations and the relevant Accounting Standards are given in note no. 48 to the

Standalone Financial Statements of the Company for the Financial Year ended March 31, 2024.

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 www.cleducate.com/policies/Policy for Determining Material Subsidiary CLEdcuate.pdf. As per Regulation 23 of the SEBI (LODR), the policy is reviewed by the Board once every three years and it was last reviewed by the Board on February 02, 2022.

27. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the Financial Year 2023-24 is available on the website of the Company at the web link https://www.cleducate.com/pdf/ agm/2024/notices/CL-Annual-Return-2023-24.pdf.

28. 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, and is effective till September 04, 2025, unless renewed thereafter. 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, 2024:

A Certificate dated July 04, 2024 has been issued by the Secretarial Auditor of the Company, certifying that the current ESOP Scheme of the Company is being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in accordance with the resolution passed by the members of the Company. The same shall be made available for inspection by the members at the 28^th Annual General Meeting.

Further details as are required to be disclosed under the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, have been made available at the website of the Company at the web link https://www.cleducate. com/policies/CL-Educate-ESOP-Disclosure-for-year-ended-March-31-2024.pdf)

29. Disclosure of Energy Conservation, Technology Absorption & Foreign Exchange Earnings & Outgo

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

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

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

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

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

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

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

6. Automated Customer support ticketing: For CL

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

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

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

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

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

The Foreign Exchange outgo/expenditure (Standalone):

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

Satya Narayanan R. Gautam Puri

Chairman & Executive Director Vice Chairman & Managing Director

DIN:00307326 DIN:00033548

Address: D-63, Pinnacle Apts, DLF Phase 5, Address: R-90, Greater Kailash-1,

Gurgaon, Galleria, DLF-IV Gurgaon, Haryana-122009 New Delhi - 110 048

Place: New Delhi Date: August 07, 2024