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CL Educate Ltd.

BSE: 540403 Sector: Others
NSE: CLEDUCATE ISIN Code: INE201M01029
BSE 00:00 | 02 Dec 151.05 1.70
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OPEN 152.15
PREVIOUS CLOSE 149.35
VOLUME 1172
52-Week high 189.90
52-Week low 97.00
P/E 29.79
Mkt Cap.(Rs cr) 416
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 152.15
CLOSE 149.35
VOLUME 1172
52-Week high 189.90
52-Week low 97.00
P/E 29.79
Mkt Cap.(Rs cr) 416
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

CL Educate Ltd. (CLEDUCATE) - Director Report

Company director report

Dear Member(s)

The Board of Directors of your Company takes pleasure in presenting the 26th(Twenty-sixth) Board's Report on the business and operations of CL Educate Limited(hereinafter referred to as the "Company" or "Career Launcher"or CL") together with the Company's Audited Standalone & ConsolidatedFinancial Statements and the Independent Auditor's Report thereon for the Financial Yearended March 31 2022.

1. Financial Summary and Highlights

(Rs.in Lacs)

S.No. Particulars Standalone (Merged) Consolidated
FY 2021 FY 2022 FY 2021 FY 2022
I Revenue from operations ` 17366 19553 18231 20746
II Other income 1106 932 960 870
III Total income 18472 20485 19191 21616
IV Expenses
a) Cost of materials consumed 28 - 269 477
b) Purchases of stock-in-trade 1050 1394 19 24
c) Changes in inventories of finished goods and work-in-progress (50) (88) 31 (61)
d) Employee benefits expense 3097 3395 3964 3721
e) Service delivery expenses 8813 9984 8796 10594
f) Sales & Marketing Expenses 837 1277 874 1303
V Other expenses 5021 2216 5314 2638
Total Operating Expenses 18795 18178 19267 18697
g) EBITDA (323) 2306 (77) 2920
h) Finance costs 555 345 563 352
VI Depreciation and amortisation expense 768 752 835 807
VII Total Expenses Profit/(loss) before share of profit/(loss) of equity accounted 20119 19275 20665 19856
VIII investees and tax (1647) 1209 (1475) 1760
IX Share of loss of equity accounted investees - - (5) (38)
X Profit/(loss) before tax (from continuing operations) (1647) 1209 (1480) 1723
XI Tax Expenses (182) 281 (203) 343
XII Profit/(loss) for the year (from continuing operations) (1465) 928 (1277) 1380
XIII Profit/ (loss) for the year (discontinued operations) - - 16 (1)
XIV Profit/(loss) for the year (1465) 928 (1260) 1379
XV Other Comprehensive Income 16 23 44 79
XVI Total Comprehensive Income (1449) 951 (1216) 1458
XVII Earnings Per Equity Share
- Basic (5.17) 3.28 (4.51) 4.87
- Diluted (5.17) 3.28 (4.51) 4.87

2. Review of Market Business and Operations

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

3. Segment Reporting & Operational Overview

Pursuant to the NCLT order dated February 07 2022 five (5) wholly owned subsidiariesnamely Career Launcher Education Infrastructure & Services Limited("CLEIS") CL Media Private Limited (CLM) Kestone Integrated Marketing ServicesPrivate Limited (KIMS) G K Publications Private Limited (GKP) and Accendere KnowledgeManagement Services Private Limited ("AKMS") were merged into the parent entity– CL Educate Limited.

As a result the financials prepared for March 31 2022 were prepared for the newlymerged entity. The financials were also prepared on a consolidated basis encompassing theremaining non-merged entities/associates.

Standalone (Merged)

Of the Total revenue for the year ended March 31 2022 on a standalone (merged) basis95% of the Revenue came from Operations while the remaining 5% revenue came from OtherIncome.

The business-wise segmentation is done by the company on a consolidated level.

In terms of geographical spread the company has branch offices in India UAESingapore Mauritius & the US.

Revenue distribution by geographical segment (in %)

Consolidated:

Of the Total revenue for the year ended March 31 2022 on a consolidated basis 96% ofthe Revenue came from Operations while 4% remaining revenue came from Other Income

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

I. EdTech:

Under the EdTech segment it further serves various products which can be broadlycategorized into:

• Test Preparation

• Platform Monetization

• Content Monetization

As a part of its test preparation offerings Career Launcher offers various productsthrough its Digital & Business Partner channels of distribution. The offerings consistof: a. Aptitude products for entrance exams like – CAT CLAT AILET GRE GMAT BankSSC etc b. Knowledge Products for entrance exams like – JEE NEET GATE AIIMSCUET etc.

Under its Platform Monetization it offers various educational institutions an array ofofferings such as: a. Integrated solutions to educational institutions & universitiesacross India b. Student Recruitment Services c. Research & Incubation Services

As a part of its Content Monetization offerings CL under the brand name GKPublications distributes titles under 3 categories: a. Technical (comprising titles forGATE technical vacancies in Central Public Works Department etc.) b. Non-technical(comprising titles for CAT Bank/SSC examinations Civil Services examination CUET etc.)c. School Business (comprising titles relevant for students preparing for their Boardexams)

II. MarTech

For the MarTech segment under the brand name Kestone the company offers the followingservices to corporates: a. Experiential Marketing & Event Management Solutions b.Digital &MarComm services c. Customized Engagement Programs (CEP) d. TransitioningBusinesses into the Metaverse e. Strategic Business Solutions

III. Others

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

Segment Revenue on a Consolidated Basis:

Our Revenue from Operations grew by 14% to Rs. 20746 Lacs in FY 22 from Rs. 18231Lacs in FY21. The increase in revenue from operations is attributable to the followingfactors:

The EdTech Segment grew by 21% to Rs. 12933 Lacs in FY22 from Rs. 10669 Lacs in FY21.This was mainly due to: a. Reopening of Centers leading to higher revenue in the TestPreparation space of the EdTech Business. The Test preparation business grew by 13%.

b. Reopening of Retailers Distributors and Shops leading to a return of normalcy inour publishing space of the EdTech segment.

c. Reopening up colleges & institutions leading to higher revenue in the platformmonetization business. The platform monetization business grew by 8%.

2. The MarTech business grew by 3% to Rs. 7813 Lacs in FY22 from Rs. 7562 Lacs inFY21. This was mainly due to COVID impact which was still prevalent in the Event industryfor large portions of FY22. Along with this the timing of the merger order wasn'tfavourable for the MarTech business since the company had to re-register with the Taxauthorities and clients under the merged entity name which slowed the process of billingin the month of Mar-22. As a result the segment had additional unbilled revenue of Rs.Rs.600 Lacs as compared with the previous year.

Despite the delays due to the merger order the international business for the MarTechSegment grew by almost 50% YoY.

In terms of geographical spread the company has branch offices in India UAESingapore Mauritius & the US.

Revenue distribution by geographical segment (in %)

4. Change in the nature of business if any

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

5. Scheme of Amalgamation

During the year under review the Scheme of Amalgamation of 5 wholly owned subsidiaryCompanies of the Company - Career Launcher Education Infrastructure and Services Limited(CLEIS) CL Media Private Limited (CLM) Accendere Knowledge Management Services PrivateLimited (AKMS) G.K. Publications Private Limited (GKP) and Kestone Integrated MarketingServices Private Limited (Kestone) with the Company was sanctioned by the Hon'ble NCLTChandigarh vide its Order dated February 07 2022 with effect from the Appointed DateApril 01 2019.

6. Details of Subsidiaries/Joint Ventures/Associate Companies as on the date ofthis Report

As on date consequent to the Merger becoming effective CL Educate Limited has 7(Seven) Subsidiaries (including 2 (Two) Indirect Subsidiaries) and 1 (One) AssociateCompany to carry on its business activities of imparting education and trainingprogrammes publishing digital marketing providing research related services toInstitutions and Universities etc. A brief profile of our subsidiaries and associatecompanies is given hereunder:

i. Career Launcher Infrastructure Private Limited (CLIP):

With the Merger becoming effective CLIP which was a wholly owned subsidiary of CLEISand a step-down subsidiary of the Company became a direct wholly owned subsidiary of theCompany. CLIP was incorporated on February 20 2008. CLIP's lines of business includeproviding infrastructure facilities for K-12 schools printing and publishing of educationcontent in the form of books tests analyses etc. and printing competitive books andTest Preparation materia.

The total income of CLIP increased by 42.1% to Rs. 1477.94 Lacs in FY 2022 from Rs.1040.11 Lacs in FY 2021. This was due to increase in sale of text books as compared toprevious year.

ii. ICE GATE Educational Institute Private Limited (ICE GATE)

ICE GATE was incorporated under the Companies Act 2013 on August 12 2015. ICE GATE isengaged in the business of providing education for students preparing for GraduateAptitude Test in Engineering (GATE) and related exams. ICE GATE became a subsidiary of theCompany with effect from October 31 2017 and as on March 31 2022 the Company held69.50% equity shares in it.

The total income of ICE GATE decreased by 46.7% to Rs. 248.59 Lacs in FY 2022 from Rs.466.68 Lacs in FY 2021. The impact of COVID was felt for most of the FY 2022 as wellresulting in decrease in revenue.

iii. Kestone CL Asia Hub Pte. Ltd. Singapore (Kestone CL Asia):

With the Merger becoming effective Kestone CL Asia Hub Pte. Ltd. (Previously Known as‘Kestone Asia Hub Pte. Ltd') which was a wholly owned subsidiary of Kestone and astep-down subsidiary of the Company became a direct wholly owned subsidiary of theCompany. Kestone CL Asia started its operations in Singapore from the Financial Year2016-17. It is currently engaged in providing integrated marketing solutions for productsand services to conduct educational & consulting programs research related servicesetc. for and on behalf of inland and overseas customers. Kestone CL Asia has a branchoffice in Dubai inter alia to provide integrated sales & marketing service tocorporates & institutions in the Middle East.

The total income of Kestone CL Asia Hub Pte Ltd increased by 46.3% to Rs. 1831.42 Lacsin FY 2022 from Rs. 1252.00 Lacs in FY 2021 due to acquisition of new clients.

a.1. Kestone CL US Limited Delaware USA (Kestone CL US):

Kestone CL Asia has incorporated a wholly owned subsidiary in USA on March 22 2018 bythe name of Kestone CL US Limited with an objective to provide integrated sales &marketing services to corporates & institutions in the Americas especially USA.During the year Kestone CL US had a total turnover of US$ 0.38 Mn.

a.2. CL Educate (Africa) Limited Mauritius:

Kestone CL Asia has incorporated a 90% subsidiary in Mauritius on January 13 2020 bythe name of CL Educate (Africa) Limited with an objective to take its product and servicesofferings to the African market. Due to COVID-19 pandemic the business operations of thisventure are still at a very nascent stage.

iv. Career Launcher Foundation (CLF) Section 8 Company CLF was incorporated onNovember 06 2020 under Section 8 of the Companies Act 2013 as a wholly owned subsidiaryof CL to undertake CSR related activities as an implementing agency for the CL Group andother Companies to implement their CSR projects / programmes / activities.

v. Career Launcher Private Limited (CLPL)

CLPL was incorporated on March 15 2021 under the Companies Act 2013 as a wholly ownedsubsidiary of CL with the objective of making it the digital arm of the Career Launcherbrand.

The Board as well as Shareholders of the Company (at the AGM held on September 072021) had approved the transfer of the Digital Business of the Company to CLPL.

However owing to the changed business scenario post Merger and considering the shiftin overall Industry outlook post Covid outbreak the matter has been re-considered by theBoard and looking at the interests of the Company as well as of the other stakeholdersinvolved it has been decided by the Board not to go ahead with the transfer.

Since the matter was earlier approved by the Shareholders of the Company hence as agood Corporate Governance practice the withdrawal of the matter is also being placedbefore the Shareholders for its approval at the ensuing AGM

. vi. Threesixtyone Degree Minds Consulting Private Limited (361DM) AssociateCompany

361DM incorporated under the Companies Act 1956 on July 06 2006 delivers largescale yet effective learning and education solutions to individuals organizations andeducational institutions. As on March 31 2021 the Company's holding in 361DM was a 4.41%equity and 500000 5% Cumulative Convertible Preference Shares (CCPS). On October 012021 500000 5% CCPS were converted into 1824 equity shares pursuant to the termscontained in the ‘Investment cum Shareholders Agreement' dated August 03 2017entered into amongst the Company 361DM and its Promoters. As on March 31 2022 TheCompany holds 2733 Equity Shares aggregating to 11.7% of the paid-up equity share capitalof 361DM.

The total Income of 361DM decreased by 20.3% to Rs. 316.70 Lacs in FY 2022 from Rs.397.27 Lacs in FY 2021 due to impact of subsequent waves of COVID.

Change in the status of subsidiaries/associate companies/joint venture during theFinancial Year:

During the Financial Year 2021-22 the Hon'ble NCLT Chandigarh Bench vide its orderdated February 07 2022 sanctioned the Scheme of Amalgamation ("Scheme") offive Wholly Owned Subsidiary Companies of CL Educate Limited - Career Launcher EducationInfrastructure and Services Limited ("CLEIS") CL Media Private Limited("CLM") Accendere Knowledge Management Services Private Limited("AKMS") G.K. Publications Private Limited ("GKP") and KestoneIntegrated Marketing Services Private Limited ("Kestone") ("AmalgamatingCompanies") with CL Educate Limited ("Amalgamated Company") with effectfrom the Appointed Date i.e. April 01 2019.

Pursuant to the same all Amalgamating Companies dissolved and ceased to exist witheffect from March 05 2022.

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 ofthe Company's Subsidiaries and Associate companies in Form AOC-1 is attached to thisreport 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 FinancialStatements of its Subsidiaries have been made available on the website of the Company atthe web link http://www.cleducate.com/financial.html.

Shareholding in Subsidiary Companies

As on March 31 2022 the Company's shareholding in its subsidiaries was as follows:

a. 98468 Equity Shares of Rs.10/- each comprising of 100% of the Equity Share Capital;and 117532 0.01% Optionally Convertible Non-Cumulative Preference Shares (OCPS) ofRs.10/- each comprising of 100% of the Preference Share Capital in Career LauncherInfrastructure Private Limited (During the year under review CLIP redeemed 32468 numberof OCPS at Rs. 1000/- per share for a total consideration of Rs. 32468000);

b. 134647300 Equity Shares of SGD 0.01/- each comprising of 100% of the Equity ShareCapital in Kestone CL Asia Hub Pte. Ltd.;

c. 6950 Equity Shares of Rs.10/- each comprising of 69.50% of the Equity Share Capitalin ICE GATE Educational Institute Private Limited; d. 5000 Equity Shares of Rs.10/- eachcomprising of 100% of the Equity Share Capital in Career Launcher Foundation (a Section 8Company); and

e. 100000 Equity Shares of Rs.1/- each comprising of 100% of the Equity Share Capitalin Career Launcher Private Limited.

Shareholding in Associate Companies

As on March 31 2022 the Company's Shareholding in its Associate Companies was asfollows:

2733 Equity Shares of Rs. 10 each comprising of 11.7% of the Equity Share Capital inThreesixtyone Degree Minds Consulting Private Limited.

7. Corporate Governance

Pursuant to the applicable provisions of the Listing Regulations a detailed report onCorporate Governance forms part of this Annual Report. A certificate from M/s. S. Anantha& Ved LLP Company Secretaries (LLP IN: AAH-8229) confirming compliance with theconditions of Corporate Governance for the Financial Year 2021-22 as stipulated under theListing Regulations forms part of this Report.

8. Management Discussion & Analysis

Management Discussion and Analysis (MDA) Report for the Financial Year 2021-22 on theoperations and state of affairs of your Company as stipulated under Regulation 34 of theListing Regulations is given in a separate section forming part of this Annual Report.

9. Dividend

Considering the business growth plans the Board of Directors does not recommend anyDividend for the Financial Year 2021-22.

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

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

There is no amount which is required to be transferred to the Investor Education andProtection Fund as per the provisions of Section 125(2) of the Act.

11. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for theFinancial Year 2021-22 in the Profit and Loss Account.

12. Capital and Finance Capital

The paid up Equity Share Capital of the Company as on March 31 2022 was Rs. 1416.57Lakhs. During the year under review the Company did not issue any shares or shares withdifferential voting rights. It did not issue employee stock options or sweat equityshares. The Company does not have any scheme to fund its employees to purchase shares ofthe Company.

During the year under review the equity shares of the Company were sub-divided suchthat each Fully Paid-up Equity Share of the Company of Face Value of Rs.10/- gotsub-divided into 2 (Two) fully paid-up Equity Shares of Face Value of Rs.5/- each w.e.f.October 01 2021. Post such sub-division the Authorised and Paid Up Share Capital of theCompany was as is set forth below:

• Authorized Share Capital – Rs. 1600 Lakhs comprising of 32000000 equityshares of Face Value Rs. 5/- each; and

• Paid-Up Share Capital – Rs. 1416.57 Lakhs comprising of 28331356 sharesof Face Value Rs. 5/- each

Members may note that post sub-division the new ISIN - INE201M01029 has been activatedin place of the old ISIN - INE201M01011.

Finance

The company has been repaying its loans over the duration of the financial year. Loanfacilities availed from RBL Bank Ltd were completely repaid during FY 2022. The totalborrowings of the Company have reduced by 60.4% to Rs. 1697.33 Lakhs in FY 2022 from Rs.4289.68 Lakhs in FY 2021. While the company is in a Net Debt free position the reductionis in line with company's vision to be completely Debt free in the upcoming financialyear.

13. Material changes and commitments

No material changes and commitments affecting the financial position of the Companyhave occurred between end of Financial Year and the date of this report except asmentioned below:

The Board of Directors of the Company at its meeting held on May 19 2022 approvedBuyback of fully paid-up equity shares of the face value of Rs. 5/- (Rupees Five Only)each of the Company from its shareholders /beneficial owners (except promoters membersof the promoter group and persons in control of the Company) from Open Market throughStock Exchange mechanism for an aggregate amount not exceeding Rs. 10 Crores (Rupees TenCrores only) at a price not exceeding Rs. 170/- (Rupees One Hundred Seventy Only)per Equity Share payable in cash..

14. Material and Significant Orders Passed by Regulators & Courts

As stated earlier the Hon'ble NCLT Chandigarh Bench vide its order dated February 072022 approved the Scheme of Amalgamation of five Wholly Owned Subsidiary Companies of theCompany - Career Launcher Education Infrastructure and Services Limited CL Media PrivateLimited Accendere Knowledge Management Services Private Limited G.K. PublicationsPrivate Limited and Kestone Integrated Marketing Services Private Limited("Amalgamating Companies") with the Company ("Amalgamated Company")with effect from the Appointed Date i.e. April 01 2019 under the provisions of Sections230 to 232 and other applicable provisions of the Companies Act 2013 read with the Rulesframed thereunder.

15. Internal Financial Control Systems

The Company has aligned its current system of Internal Financial Controls with therequirements of the Companies Act 2013. The Internal Control Systems are intended toincrease transparency and accountability in an organization's process of designing andimplementing a system of internal control. The framework requires a company to identifyand analyze risks and manage appropriate responses. The Company has successfully laid downthe framework and ensured its effectiveness. The Company's internal controls arecommensurate with its size and the nature of its operations. These have been designed toprovide reasonable assurance with regard to recording and providing reliable financial andoperational information complying with applicable statutes safeguarding assets fromunauthorized use executing transactions with proper authorization and ensuring complianceof corporate policies. CL has a well-defined delegation of power with authority limits forapproving revenues as well as expenditures. Processes for formulating and reviewing annualand long-term business plans have been laid down. CL uses a state-of-the-art enterpriseresource planning (ERP) system to record data for accounting consolidation and managementinformation purposes and connects to different locations for efficient exchange ofinformation. It has continued its efforts to align all its processes and controls withbest practices.

Your management assessed the effectiveness of the Company's internal controls overfinancial reporting as of March 31 2022. The assessment involved management reviewinternal audit and statutory audit.

The Internal Controls over Financial Reporting are routinely tested and reported byStatutory as well as Internal Auditors in a process that involves a review of theinternal controls and risks in its operations and processes such as IT and generalcontrols accounting and finance procurement employee engagement etc.

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

Pursuant to Section 143 of the Act the Statutory Auditor has issued an attestationreport 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 thereare no outstanding deposits as on March 31 2022.

17. Auditors and Auditors' Report Statutory Auditors

Pursuant to the recommendation of the Audit Committee dated May 12 2020 the Board ofDirectors and Members of the Company at their respective meetings held on May 12 2020and September 30 2020 had approved the appointment of Walker Chandiok & Co LLPChartered Accountants (Firm Registration No.: 001076N/N500013) as the Statutory Auditorsof the Company for a term of five (5) consecutive years ("First Term")commencing from the Financial Year 2020-2021. Accordingly Walker Chandiok & Co. LLPChartered Accountants shall hold office till the conclusion of the 29th Annual GeneralMeeting of the Company to be held during the Financial Year 2025-26.

Fees paid/payable to Statutory Auditors

Total Fee for all services paid /payable to Walker Chandiok & Co LLP CharteredAccountants- the Statutory Auditor by CL Educate Limited its subsidiaries and allentities in the network firm/network entity of which the Statutory Auditor is a part on aconsolidated basis for the Financial Year 2021-22 is mentioned below:

(Rs. in Lakhs)

S. Particulars No. CL Educate Limited (Merged Entity) Career Launcher Infrastructure Private Limited Career Launcher Private Limited Total
a. Statutory Audit Fees 36.00 3.00 0.25 39.25
b. Audit of Consolidated 3.25 - - 3.25
Financials
c. Limited Review Fees 12.50 - - 12.50
d. Other assignments Fees - - - -
(please specify)
Total 51.75 3.00 0.25 55.00

Statutory Auditor's Report

The observations contained in the Statutory Auditor's Report and the management'sresponse thereon is given below:-

Observations/ Opinions:-

i) In our opinion and according to the information and explanations given to us theinvestments made guarantees provided security given and terms and conditions of thegrant of all loans and advances in the nature of loans and guarantees provided are primafacie not pre-judicial to the interest of the company except in case of one loan whereinthe company has granted unsecured loan to one entity having outstanding balance amountingto Rs.1264.47 lacs as at 31 March 2022 is pre-judicial to the company's interest as nointerest has been charged on such loan given to the entity.

S No. Particulars Name of Party Balance as on 31 March 2022 Remarks
1. Loan given at rate of interest Career Launcher Rs. 1264.47 lacs Interest free loan
lower than prescribed Education Foundation given
(CLEF)

Management Response:-

In view of there being no current operations of CLEF the loan amount remained dormantduring the financial year and for the interest of CL the outstanding loan amount has beenguaranteed by our promoter entity Bilakes Consulting Private Limited.

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 ofthe SEBI (LODR) Regulations 2015 and based on the recommendation of the Audit Committeeyour Directors had appointed M/s. S. Anantha & Ved LLP Company Secretaries Mumbai(LLP IN: AAH-8229) as the Secretarial Auditor of the Company for the Financial Year2021-22. The Secretarial Audit Report for the Financial Year 2021-22 issued by theSecretarial Auditor does not contain any qualification reservation observation oradverse remark. The same is annexed as Annexure III.

Further based on the recommendation of the Audit Committee M/s. Sharma and TrivediLLP Company Secretaries Mumbai (LLP IN: AAW-6850) has been appointed as the SecretarialAuditor of the Company for the Financial Year 2022-23.

Secretarial Audit of Material Unlisted Subsidiaries

As on March 31 2022 the Company does not have any material subsidiary (Owing to theAmalgamation of five wholly-owned subsidiaries into CL Educate Limited).

Internal Auditor

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts)Rules 2014 and based on the recommendation of the Audit Committee your Directors haveappointed M/s. Value Square Advisors Private Limited Business Advisors and CharteredAccountants as the Internal Auditor of the Company for the Financial Year 2022-23.

Cost Auditor

Pursuant to the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 and based on the recommendation of the Audit Committeeyour Directors have appointed M/s. Sunny Chhabra & Co. Cost Accountants as the CostAuditor of the Company for the Financial Year 2022-23. The Cost Audit Report 2021-22issued by the Cost Auditor does not contain any qualification observation or adverseremark.

The remuneration payable to the cost auditor is subject to ratification/approval by themembers of the Company. Accordingly a resolution seeking members' ratification/ approvalto the remuneration payable to the Cost auditor is included in the Notice convening the26th Annual General Meeting along with the relevant details including the proposedremuneration.

Reporting of fraud by Auditors

During the year under review no instance of fraud has been reported by the StatutoryAuditor Cost Auditor or the Secretarial Auditor.

18. Directors and Key Managerial Personnel

a. Appointments & Cessations during the Financial Year 2021-22:

At the 25th Annual General Meeting of the Company held on September 07 2021 Ms.Madhumita Ganguli (DIN: 00676830) was re-appointed as a Non-Executive Independent Directoron the Board of the Company for a second term of five (5) consecutive years commencingfrom July 02 2022 up to July 01 2027 by way of a Special Resolution passed by theMembers of the Company.

b. Appointments & Cessations after the end of Financial Year i.e. March 31 2022till the date of this Report: No appointments or cessations took place after the endof Financial Year till the date of this report.

c. Retirement by Rotation:

Mr. Satya Narayanan R (DIN: 00307326) Chairman and Executive Director and Mr. GautamPuri (DIN: 00033548) Vice Chairman and Managing Director of the Company retire byrotation at the ensuing Annual General Meeting and being eligible offer themselves forre-appointment. Resolutions seeking Members' approval to the re-appointment of Mr. SatyaNarayanan R and Mr. Gautam Puri have been incorporated in the notice convening the26thAnnual General Meeting of the Company. The Board recommends their said re-appointmentas Directors of the Company liable to retire by rotation.

d. Proposed appointments at the ensuing AGM:

I. Appointments pursuant to Retiring by Rotation:

• Mr. Satya Narayanan R (DIN: 00307326) Chairman and Executive Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.

• Mr. Gautam Puri (DIN: 00033548) Vice Chairman and Managing Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.

II. Appointments of Whole Time Directors for a period of 3 years:

• Re-appointment of Mr. Satya Narayanan R (DIN: 00307326) as the Chairman andExecutive Director of the Company for a period of 3 (Three) years w.e.f. April 01 2023.

• Re-appointment of Mr. Gautam Puri (DIN: 00033548) as the Vice Chairman andManaging Director of the Company for a period of 3 (Three) years w.e.f. April 01 2023.

• Re-appointment of Mr. Nikhil Mahajan (DIN:00033404)as the Executive Directorand Group CEO Enterprise Business of the Company for a period of 3 (Three) years w.e.f.April 01 2023.

e. Declaration by Independent Directors

Pursuant to sub-section (7) of Section 149 of the Act the Company has receiveddeclarations from all the Independent Directors on Board that they meet the criteria ofindependence laid down in Section 149(6) of the Act and Regulation 16(1) (b) of SEBI(LODR) Regulations 2015 and that there was no change in their status as IndependentDirectors during the Financial Year 2021-22.

During the year under review no independent director was appointed on the Board. As onthe date of this report there are 4 (four) Independent Directors on Board of the Companyand the Board is of opinion that all the Independent Directors are persons of integrityand hold the necessary expertise skill competence experience and proficiency requiredwith respect to the business of the Company.

A brief profile of each Independent Director on Board of the Company along with theterms and conditions of their appointment are available on the website of the Company atthe web links www.cleducate.com/advisory-board.html and www.cleducate.com/policies/Draft-Appointment-Letter.pdf.

f. Separate Meeting of Independent Directors

Pursuant to the requirements of Schedule IV of the Act during the Financial Year2021-22 the Independent Directors of the Company met separately on January 25 2022without the presence of Non- Independent Directors and/or the members of the Management.The Independent Directors inter-alia;

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

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

c. Assessed the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

g. Disclosure of Interest in other concerns:

The Company has received the Annual disclosure(s) from all the Directors disclosingtheir Directorship/Interest in other concerns in the prescribed format for the FinancialYears 2021-22 and 2022-23.

The Company has received confirmation from all the Directors that as on March 31 2022none of the Directors were disqualified to act as Directors by virtue of the provisions ofSection 164(2) of the Act or were debarred from holding the office of Director by virtueof any order of SEBI or any other such authority.

h. Details of Board & Committee Meetings held during the Financial Year 2021-22

The Board of Directors of the Company met 4 (Four) times during the Financial Yearunder review. The details of the meetings of the Board and those of its Committees and ofthe Independent Directors are given in the Report on Corporate Governance forming part ofthis Annual Report.

i. Annual Evaluation by the Board

The Nomination Remuneration and Compensation Committee (NRC Committee) and the Boardhas adopted a methodology for carrying out the performance evaluation of the BoardCommittees Independent Directors and Non- Independent Directors of the Company whichincludes criteria manner and process for performance evaluation. Criteria in this respectincludes; the Board composition and structure effectiveness of board processesinformation and functioning contribution of the individual director to the Board andCommittee Meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc.

Evaluation of the Performances of the Board its Committees every Director andChairperson for the financial year 2021-22 has been done as per the adoptedmethodology which includes review discussion feedback and discussion on feedbackreceived from the individual directors.

j. Key Managerial Personnel

As on March 31 2022 the following persons were the designated Key ManagerialPersonnel of the Company pursuant to Section 2(51) and Section 203 of the Act read withthe Rules made thereunder:

i) Mr. Satya Narayanan R Chairman and Executive Director ii) Mr. Gautam Puri ViceChairman and Managing Director iii) Mr. Nikhil Mahajan Executive Director and Group CEOEnterprise Business iv) Mr. Arjun Wadhwa Chief Financial Officer and

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

19. Composition of the Audit Committee

Audit Committee of the Board is duly constituted in accordance with the provisions ofSection 177 (8) of the Act read with Rule 6 of the Companies (Meetings of the Board andits Powers) Rules 2014 and Regulation 18 of the SEBI (LODR) Regulations 2015. Thedetails of its composition powers functions meetings held during the Financial Year2021-22 etc. are given in the Report on Corporate Governance forming part of this AnnualReport. All recommendations made by the Audit Committee were accepted by the Board duringthe Financial Year 2021-22.

20. Vigil Mechanism / Whistle Blower Policy

Your Company has established a Vigil Mechanism/ Whistle Blower Policy in compliancewith the provisions of Section 177(9) and (10) of the Act read with Rule 7 of theCompanies (Meetings of the Board and its Powers) Rules 2014 and Regulation 22 of the SEBI(LODR) Regulations 2015 and Regulation 9A of the SEBI (Prohibition of Insider Trading)Regulations 2015 to enable stakeholders (including Directors Employees retainersfranchisees etc.) to report unethical behavior actual or suspected fraud or violation ofthe Company's Code of Conduct or instances of leak of unpublished price sensitiveinformation. The Policy provides for adequate safeguards against victimization ofDirector(s)/ employee(s) and provides for direct access to the Chairman of the AuditCommittee in exceptional cases. The Protected Disclosures if any reported under thisPolicy are to be appropriately and expeditiously investigated by the Ethics Committee.Your Company hereby affirms that no Director/ employee was denied access to the Chairmanof the Audit Committee and no complaints were received during the Financial

Year under review. The Vigil Mechanism/ Whistle Blower Policy is available on thewebsite of the Company at the web linkwww.cleducate.com/policies/Vigil_Mechanism_Policy_CLEducate.pdf.

21. Corporate Social Responsibility

Pursuant to Section 135 of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 your Company has constituted a Corporate SocialResponsibility Committee (the "CSR Committee"). The Composition and the terms ofreference of the CSR Committee are provided in the Report on Corporate Governance formingpart of this Annual Report. The Company has adopted a CSR Policy that is available on thewebsite of the Company at the web link www.cleducate.com/policies/CL%20Educate%20Limited_CSR%20Policy.pdf.

CSR Projects

The Board of Directors has on the recommendation of the CSR Committee approved CSRprojects / programmes / activities to be undertaken by the Company either itself orthrough its implementing Agency Career Launcher Foundation a list of which is availableon the Company's website at www.cleducate.com/policies/CL-CSR-Projects.pdf.

a) Cumulative Account of the CSR Obligation and Spend of CL Educate Limited (MergedEntity) (as on June 30 2022):

Rs. ( in Lakhs)

Particulars 2022-23 2021-22 2020-21 Total 2014-15 - 2019-20
CSR Obligation (a) 0.00 0.00 20.12 20.12 160.94
CSR Amount Spent during the year/period (b) 45.00 40.39 90.94 176.33 -
Excess CSR spent (c) 45.00 40.39 70.82 156.21 -
Adjustment of Excess CSR Spend at (c) above 156.21
(d)
CSR Amount Pending to be spent (e) - - - 4.73

In supercession of earlier approved treatment of excess CSR amount spend in anyparticular year the CSR Committee and the Board of Directors of the Company approved theadjustment of the excess spend made in any Financial Year first against the Company's(Merged Entity's) Past CSR Obligation (i.e. Company's CSR Obligation from the FinancialYear 2014-15 till Financial Year 2019-20) till it is finally exhausted and then toset-off against future CSR Obligation. b) Detailed Account of the ‘CSR Obligationand Spend' pertaining to the Financial Year 2021-22:.

( Rs. in Lakhs)

Particulars CL Educate Limited (Merged Entity)
CSR Obligation Nil
CSR amount spent on ongoing projects 40.00
CSR amount spent on other than ongoing projects 0.39
Administrative overheads relating to CSR Activities -
CSR Excess amount spent 40.39

The Annual report on CSR Activities is annexed as Annexure IV.

22. Directors' Nomination and Remuneration Policy

The Nomination Remuneration and Compensation Committee (NRC Committee) of the Companyformulates the criteria for determining qualifications positive attributes andindependence of a director and recommends to the Board the criteria for determining theremuneration for the Directors Key Managerial Personnel and/or other Senior LevelEmployees of the Company.

The process of determining the Remuneration of the Directors is initiated with thegeneral body of shareholders approving the overall maximum remuneration that may be paidto the Directors generally over a period of 3 years. Within this overall limit theactual payout is decided by the Board on the specific recommendation of the NominationRemuneration and Compensation Committee (comprising of all Non-Executive Directors withmajority of them being independent) while keeping the provisions of the Companies Act2013 in mind.

Details of the remuneration approved by the NRC Committee as well as the Board ofDirectors for Executive Directors for the Financial Year 2021-22:

( Rs. in Lakhs)

S. No. Executive Director Fixed Compensation (Upto) Variable Compensation (Upto) Total Compensation (Upto)
1 Mr. Satya Narayanan R 86.00 43.05 129.05
2 Mr. Gautam Puri 86.00 43.05 129.05
3 Mr. Nikhil Mahajan 83.69 41.69 125.38

Details of the Remuneration actually paid / payable to Executive Directors for theFinancial Year 2021-22:

( Rs. in Lakhs)

S. No. Executive Director Fixed Compensation Variable Compensation Total Compensation
1 Mr. Satya Narayanan R 84.78 38.00 122.78
2 Mr. Gautam Puri 85.38 38.00 123.38
3 Mr. Nikhil Mahajan1 78.80 37.00 115.80

1Includes an amount equivalent to 100000 AED (Rs. 20.30 Lakhs approximately) asremuneration paid/payable to Mr. Nikhil Mahajan in connection with the Company's Dubaibusiness operations for the Financial Year 2021-22.

Commission paid/payable to Non-Executive Directors for the Financial Year 2021-22:

S. No. Non-Executive Independent Directors

Commission paid/payable for Financial Year 2021-22

(Rs. in Lakhs) Recommended Amount payable
(% of the Adjusted Net Profits)
1 Ms. Madhumita Ganguli 0.15% of the net profits 1.52
2 Mr. Girish Shivani 0.15% of the net profits 1.52
3 Mr. Sanjay Tapriya 0.15% of the net profits 1.52
4 Mr. Piyush Sharma 0.15% of the net profits 1.52

Note:

1. The Remuneration policy (Recommendation report of NRC Committee for the financialyear 2021-22) is available on the website of the Company at the web link:http://www.cleducate.com/pdf/NRC-Committee-Recommendation-Report-FY-2021-22.pdf.

Salient features of the process of determination of the Remuneration of Directors arementioned below:

i. Approval of the Shareholders:

The general body of shareholders approves the overall maximum remuneration that may bepaid to the Directors (Executive as well as Non-Executive) generally over a period of 3years.

ii. Recommendation to the Board by the NRC Committee:

Within the overall limit approved by the shareholders the remuneration payable for aparticular year is recommended by the Nomination Remuneration and Compensation (NRC)Committee (comprising of all non-executive Directors with majority of them beingindependent) to the Board taking into account the following key considerations:

a. For Executive Directors: i) The provisions of Companies Act 2013 and any otherlaw for the time being in force relating to Companies; ii) Market factors;

iii) The executive and operational responsibilities carried out by the Directors forthe Company;

iv) Market salary of people with similar background/educational qualification/experience to ensure that Directors receive a fair compensation and there is"headroom" to pay competitive salaries to the Director's direct reports and forattracting new talent in the Company;

v) Compensation trends for the past years; and

vi) Inflation index.

The NRC Committee recommends the split between fixed and variable salaries payable tothe Executive Directors of the Company for any Financial Year.

For calculating the variable compensation to be actually paid to the ExecutiveDirectors for any Financial Year NRC Committee considers the actual performance metrics. b.For Non-Executive Directors: i) The provisions of Companies Act 2013 and any otherlaw for the time being in force relating to Companies;

ii) Number of meetings attended by the director during the year iii) Contribution tothe Board and Committees and iv) Participation in the Board matters. iii. Approval bythe Board:

Based on the recommendation of the NRC Committee the Board approves the remunerationpayable to the Directors for the year.

iv. Ensuring Compliance with the Companies Act 2013

At the year end the Remuneration paid / payable during / for the year is checkedagainst the provisional profitability position of the Company in order to comply with therelevant provisions of the Companies Act 2013 and the Rules made thereunder.

23. Particulars of Employees

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

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

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 constitutedan Internal Complaints Committee and has complied with the provisions in this respect asare applicable under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. There was no complaint received from any employee during theyear nor is any complaint pending or outstanding for redressal as on March 31 2022. TheCompany conducts awareness programs at regular interval / provide 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 websiteof the Company at the web linkwww.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 theprovisions 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 allRelated Party Transactions are placed for approval before the Audit Committee and arebrought to the notice of the Board on a periodic basis. The Audit Committee monitors theRelated Party Transactions on a quarterly basis.

Pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of theCompanies (Accounts) Rules 2014 the particulars of contracts or arrangements with relatedparties under section 188 in the prescribed form AOC-2 is annexed as Annexure IIto this report.

Details of the Related Party Transactions as required under Listing Regulations andthe relevant Accounting Standards are given in note no. 50 to the Standalone FinancialStatements of the Company.

The Company's Policy on Materiality of Related Party Transactions and on dealing withRelated 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.The Policy is reviewed by the Board on a regular basis.

27. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 the Annual Returnfor the Financial Year 2021-2022 is available on the website of the Company at the weblink www.cleducate.com/pdf/agm/2022/notices/Annual-Return-March-31-2022.pdf.

28. Details of the Company's ESOP Plan

The current ESOP Plan of the Company- ‘Amended and Restated Career LauncherEmployee Stock Options Plan 2014' ("CL ESOP Plan 2014" or "ESOPScheme") Formerly known as CL ESOP Plan 2008 has been in force since the year 2008and is effective till September 04 2025. The Plan is administered and monitored by theNomination Remuneration and Compensation Committee of the Board.

Status update on CL ESOP Plan 2014 as on the date of this report:

Particulars No. of Options No. of Options (adjusted post stock split / change in face value of Equity

Shares of Rs.10/- each to Rs.5/- each)

Options Reserved 250000 500000
Options exercised 82475 164950
Options Outstanding 167525 335050

A Certificate dated June 22 2022 has been issued by the Secretarial Auditor of theCompany certifying that the current ESOP Scheme of the Company is being implemented inaccordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations2021 and in accordance with the resolution passed by the members of the Company. The sameshall be made available for inspection of the members at the 26th Annual General Meeting.

Further details as are required to be disclosed under the Act and SEBI (Share BasedEmployee Benefits and Sweat Equity) Regulations 2021 have been made available at thewebsite of the Company at the following web link www.cleducate.com/policies/CL-Educate-ESOP-Disclosure-for-year-ended-31-03-2022.pdf.

At their respective Meetings held on February 02 2022 the NRC Committee as well asthe Board of Directors have approved the allocation of Options under the CL ESOP Plan 2014to identified employees and have approved the Terms of Grant Vesting and Exercise of suchOptions. These Grants are scheduled to be made in the Financial Year 2022-23.

Further the NRC Committee and Board of Directors of the Company at their respectivemeeting held on May 05 2022 and May 19 2022 have approved certain modifications to theCL ESOP Plan 2014 in order to bring the same in line with the latest SEBI (Share BasedEmployee Benefits and Sweat Equity) Regulations 2021 and have also approved an increasein the ESOP Pool under the existing Plan by an additional 500000 options {convertibleinto 500000 (Five Lakh) equity shares of face value of Rs.5/- each fully paid-up}.These amendments are subject to the approval of the shareholders of the Company. Aproposal to amend the CL ESOP Plan 2014 forms a part of the Notice convening the 26th AGMof the Company.

29. Disclosure of Energy Conservation Technology Absorption & Foreign ExchangeEarnings & Outgo

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

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

1. CL Meta: CL Meta a Metaverse for students complete with virtual classroomsstudy rooms career counselling sections and a virtual shopping mall for students topurchase educational products. CL Meta is a hyper-real learning and community experiencefor students replicating the experience of physically attending classes or visiting aCareer Launcher center.

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

3. AI Driven CAT percentile Predictor: Our CAT percentile predictor gets the AIboost & now it is more accurate than ever. Just to give you a glimpse of how accuratethe AI driven CAT percentile predictor is the average deviation between the predictedpercentile and the actual percentile for candidates with 90% & above was around0.08%ile in CAT'20. In CAT'21 we also predicted the scaled scores and sectionalpercentiles. Probably the first time that anyone attempted to do the same.

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

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

6. Automated Customer support ticketing: For CL students getting servicesupport 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 userexperience & 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 asales agent can generate the support ticket using CRM only or get to know user'saspiration.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 sensitivecommunication by customer is missed. With keyword based tracking it ensures that an autoticket is being generated for social media pages' comments/messages containing sensitivekeywords like issue support problem etc.

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

During the Financial Year under review the Foreign Exchange earnings and outgo were asfollows:

The Foreign Exchange earnings (on Standalone basis):

(Rs. in Lakhs)

Particulars FY 2022 FY 2021
Test-preparation training services 693.94 353.13
Sale of study material 188.39 262.62
Event Management Services 112.02 35.89
Managed Manpower Services - 37.24
Digital Services - 10.09
Advertising Income 15.12 -
Other income - -
Total 1009.47 698.97

The Foreign Exchange outgo/expenditure (on a Standalone basis):

(Rs. in Lakhs)

Particulars FY 2022 FY 2021
Traveling and conveyance - 2.48
Bank charges 1.04 11.70
Rent 122.12 99.16
Salary and wages 24.66 24.39
Faculty expenses 58.74 110.73
Banquet and Event Materials - 0.27
Equipment Hiring - -
Giveaways 0.29 0.02
Professional Charges 7.12 83.43
Ad Hoarding - 48.66
Subscription - 72.62
Passthrough - -
Others 503.90 482.88
Total 717.87 936.34

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

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

31. Other Disclosures

a) During the year under review the Company did not make any application under theInsolvency 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 atthe time of one time settlement and the valuation done while taking loan from the Banks orFinancial Institutions does not arise and the same is not applicable on the Company.

c) Post year end the Company has been able to sell the land and building originallyacquired/contructed for setting up a business school the resultant profits and otheradjustments in this regard shall be accounted for in FY 2022-23

32. Directors' Responsibility Statement

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

a. in the preparation of the Annual Accounts for the Financial Year ended March 312022 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the Financial Year endedMarch 31 2022 and of the Profit/Loss of the Company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 theCompany and such Internal Financial Controls are adequate and are operating effectively;and

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

33. Acknowledgement

Your Directors take this opportunity to thank the Company's customers shareholdersvendors and bankers for their support and look forward to their continued support in thefuture.

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

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

Sd/- Sd/-
Gautam Puri Nikhil Mahajan
Vice Chairman & Managing Director Executive Director & Group CEO Enterprise Business
DIN: 00033548 DIN: 00033404
Address: R-90 Greater Kailash-I Address: House No. 457 Sector – 30
New Delhi – 110 048 Faridabad - 121 003 Haryana
Place: New Delhi
Date: August 03 2022

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