Directors Report of CL Educate Ltd.

Mar 31, 2025

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

1. FINANCIAL SUMMARY AND HIGHLIGHTS

S No.	Particulars	Standalone		Consolidated
		FY 2024	FY 2025	FY 2024	FY 2025
I	Revenue from operations	28,585	28,902	31,244	35,808
II	Other income	1,203	1,092	1,386	1,035
III	Total income	29,788	29,994	32,629	36,844
IV	Expenses
a)	Cost of materials consumed	-	-	942	911
b)	Purchases of stock-in-trade	1,736	1,895	20	3
c)	Changes in inventories of finished goods and work-in¬ progress	(89)	(249)	(81)	(116)
d)	Employee benefits expense	4,222	5,267	5,016	6,659
e)	Service delivery expenses	15,382	15,584	16,642	19,378
f)	Sales & Marketing Expenses	2,275	2,010	2,405	2209
g)	Other expenses	3,358	3,358	3,695	4,538
V	Total Operating Expenses	26,884	27,865	28,638	33,582
VI	EBITDA	2,904	2,129	3,991	3,261
h)	Finance costs	237	780	244	834
i)	Depreciation and amortization expense	1,161	1,336	1,371	2,016
VII	Total Expenses	28,281	29,981	30,253	36,433
VIII	Profit/(Loss) before share of profit/(loss) of equity accounted investees and tax	1,507	13	2,376	411
IX	Exceptional items	51	(419)	135	(419)
X	Share of loss of equity accounted investees	-	-	(113)	-
XI	Profit/(Loss) before tax (from continuing operations)	1,558	(406)	2,398	(9)
XII	Tax Expenses	375	4	602	186
XIII	Profit/(Loss) for the year (from continuing operations)	1,183	(410)	1,797	(195)
XIV	(Loss)/profit for the year (discontinued operations)	(216)	(910)	(216)	(934)
XV	Profit/(Loss) for the year	967	(1,320)	1,581	(1,129)
XVI	Other Comprehensive Income for the year	5	54	43	117
XVII	Total comprehensive loss for the year (comprising loss for the year and other comprehensive loss for the year)	972	(1,266)	1,624	(1,011)
XVIII	Earnings Per Equity Share
	- Basic (?)	2.16	(0.76)	2.89	(2.09)
	- Diluted (?)	2.15	(0.76)	2.89	(2.09)

2. REVIEW OF MARKET, BUSINESS AND
OPERATIONS

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

3. SEGMENT REPORTING & OPERATIONAL
OVERVIEW

Standalone

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

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

Revenue distribution by geographical segment (in %)

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

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

Consolidated:

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

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

1. EdTech

2. MarTech

3. DEX

EdTech:

The EdTech segment comprises of the
following verticals:

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

Test Preparation & Coaching:

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

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

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

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

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

Publishing & Content Monetization:

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

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

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

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

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

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

Student Mobility & Platform Monetization:

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

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

ii. Student Recruitment Services.

iii. Marketing and Student Outreach Services.

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

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

The Student Mobility business includes the
following services:

a. Admission Consulting

a. Counselling & Support

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

c. Interview preparation

b. Exam Prep

a. IELTS / TOEFL

b. GMAT

c. GRE

d. SAT

c. Visa Consulting

a. Interview Preparation

b. Verification of Funds

c. Online Application & Docket Preparation

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

DEX

With its biggest acquisition, DEXIT Global (Formerly
NSEIT Limited) provides a gateway into the Digital
assessments business. It provides Specialized services
for delivering secure, scalable, and technology-
driven assessment solutions. It encompasses
recruitment and promotion exams, professional
certifications, vocational assessments, entrance
exams, university digital exams, and employability
enhancement programs

Segment Revenue - Consolidated Basis

On a consolidated basis, the revenue from operations
grew by 15% to '' 35,808 Lacs in FY 2025 from '' 31,244
Lacs in FY 2024. There was a slow down in the EdTech
segment wherein its revenue stood at '' 18,425 Lacs
in FY 2025 as compared to '' 19,340 Lacs in FY 2024.
The MarTech segment had a topline growth of 22%
to '' 14,575 Lacs in FY 2025 from '' 11,904 Lacs in
FY 2024.

19,340 18,425 14,575 11,904 - 2''808 EdTech MarTech Dex ¦ FY 2024 ¦ FY 2025

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

Revenue distribution by geographical segment
(in %)

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

				15% 15%
India Overseas ¦ FY 2024 ¦ FY 2025

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Audited Financial Statements of the Company &
its Subsidiaries:

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

Shareholding in (Direct) Subsidiary Companies:

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

in its Subsidiaries was as follows:

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

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

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

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

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

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

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

Shareholding in Associate Companies

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

any Associate Company.

6. CORPORATE GOVERNANCE

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

7. MANAGEMENT DISCUSSION & ANALYSIS

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

8. DIVIDEND

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

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

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

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

10. TRANSFER TO RESERVES

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

11. CAPITAL AND FINANCE
Capital

As on March 31, 2025:

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

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

Changes to the Capital Structure during the year
under review

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

Finance

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

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

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

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

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

13. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY REGULATORS & COURTS

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

14. RISK MANAGEMENT POLICY

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

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

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

15. INTERNAL FINANCIAL CONTROL SYSTEMS

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

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

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

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

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

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

16. PUBLIC DEPOSITS

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

17. AUDITORS AND AUDITOR''S REPORT
Statutory Auditors

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

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

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

Fees paid/payable to Statutory Auditors

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

S. No.			Career Launcher
	Particulars	CL Educate Limited	Infrastructure Private Limited	Total
1.	Statutory Audit Fees	45.00	3.00	48.00
2.	Audit of Consolidated Financials	3.00	-	3.00
3.	Limited Review Fees	16.00	-	16.00
4.	Other assignments Fees (if any)	3.40	-	3.40
	Total	67.40	3.00	70.40

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:

Particulars	Name of Company/ Party	Amount involved (?)	Balance as on 31 March, 2025 (?)	Remarks
Loan given at rate of interest lower than prescribed	ICE Gate Educational Institute Private Limited	Nil	27.45 Lacs	Interest free loan given

Management Response:

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

Secretarial Auditors

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

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

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

Secretarial Audit Report 2024-25 of the Company:

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

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

Secretarial Audit of Material Unlisted Subsidiaries

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

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

Internal Auditor

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

Cost Auditor

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

Cost Audit Report 2024-25

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

Reporting of fraud by Auditors

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

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

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

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

c. Proposed appointments at the 29th AGM:

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

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

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

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

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

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

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

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

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

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

d. Declaration by Independent Directors

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

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

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

e. Separate Meeting of Independent Directors

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

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

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

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

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

f. Disclosure of Interest in other entities/concerns:

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

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

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

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

h. Annual Evaluation by the Board

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

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

i. Key Managerial Personnel

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

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

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

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

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

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

19. COMPOSITION OF AUDIT COMMITTEE

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

20. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

21. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

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

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

Particulars	Amount ('' in Lacs)
CSR Obligation pertaining to Financial Year 2024-25	21.53
CSR amount spent on ongoing projects	22.03
CSR amount spent on other than ongoing projects	-
Administrative overheads relating to CSR Activities	-
Add: Past CSR Obligation, if any	-
Less: Carried Forward CSR amount from past years (excess amount spent in any past Financial Year)	-
CSR amount pending to be spent/ Excess amount spent (-) (As on March 31, 2025)	(0.50)

The Annual report on CSR Activities is annexed as Annexure-IV to this Board Report.

22. DIRECTORS'' NOMINATION AND

REMUNERATION POLICY

The Nomination, Remuneration and Compensation
Committee (NRC Committee) of the Company
formulates the criteria for determining qualifications,
positive attributes and independence of a director,
and recommends to the Board the criteria for
determining the remuneration for the Directors,
Key Managerial Personnel and/or other Senior Level
Employees of the Company.

The process of determining the Remuneration of
the Directors is initiated with the general body
of shareholders approving the overall maximum
remuneration that may be paid to the Directors,
generally over a period of 3 years. Within this overall
limit, the actual payout is decided by the Board on a
year on year basis, on the specific recommendation of
the NRC Committee (comprising of all Non-Executive
Directors, with majority of them being independent),
while keeping the provisions of the Act in mind.

	Executive Director''s Remuneration for the Financial Year 2024-25:					Amount in '' Lacs
S. No.		Recommended by NRC Committee and approved by the Board			Remuneration actually paid/ payable
	Name	Fixed Remuneration	Performance	Total (upto)	Fixed Remuneration	Performance
			Based Variable Remuneration			Based Variable Remuneration	Total
1	Mr. Satya Narayanan R	114	108	222	114	72.36	186.36
2	Mr. Gautam Puri	114	108	222	114	72.36	186.36
Amount in US Dollars
3	Mr. Nikhil	$ 1,46,490	$ 1,27,800	$	$ 1,36,080	$ 85,626	$ 2,21,706*
	Mahajan			2,74,290

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

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

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

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

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

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

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

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

S. No.	Name of the Non-Executive Independent Director	Commission paid/payable for Financial Year 2024-25
		Recommended (% of the Adjusted Net Profits)	Amount payable (In '')
1	Ms. Madhumita Ganguli	Upto 0.15% of the net profits	Nil
2	Mr. Girish Shivani	Upto 0.15% of the net profits	Nil
3	Mr. Sanjay Tapriya	Upto 0.15% of the net profits	Nil
4	Mr. Piyush Sharma	Upto 0.15% of the net profits	Nil

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

S. No.	Non-Executive Director	Sitting Fee paid for the Financial Year 2024-25 Amount paid (In '')#
1	Ms. Madhumita Ganguli	2,40,000
2	Mr. Girish Shivani	3,90,000
3	Mr. Sanjay Tapriya	3,15,000
4	Mr. Piyush Sharma	1,20,000

#Note:

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

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

a. Particulars of Employees

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

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

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

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

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

Detailed reporting on Sexual Harassment Complaints for the Financial Year 2024-25:
S. No. Particulars	Financial Year 2024-25
1 The number of sexual harassment complaints received during the year	NIL
2 The number of such complaints disposed of during the year.	NIL
3 The number of cases pending for a period exceeding ninety days.	NIL

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

24. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

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

25. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

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

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

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

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

26. ANNUAL RETURN

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

27. DETAILS OF THE COMPANY''S ESOP PLAN

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

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

Particulars	No. of Options
Options originally Reserved under the Plan (Face value '' 10/- per equity share)	2,50,000
Options exercised before stock-split from '' 10/- per share to '' 5/- per share	82,475
Options Outstanding, post such exercise before stock-split	1,67,525
Options Outstanding (adjusted for change in face value of Shares from '' 10/- per share to '' 5/- per share post stock-split) (A)	3,35,050
Increase in ESOP Pool through shareholders'' approval dated September 15, 2022 (B)	5,00,000
Options Outstanding post increase in ESOP Pool (C = A B)	8,35,050
Increase in ESOP Pool on Account of adjustment on account of 1:1 Bonus issue of Equity Shares (D)	8,35,050
Options Outstanding (Post adjustment on account of Bonus issue) (E = C D)	16,70,100
Options exercised and converted into shares	79,477

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

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

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

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

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

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

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

3. AI Driven CAT percentile Predictor: Qur CAT

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

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

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

5. WhatsApp based conversational messaging:

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

6. Automated Customer support ticketing: For CL

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

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

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

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

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

Particulars	FY 24	FY 25
Test preparation training services	793.41	673.55
Sale of Material	470.64	397.75
Event Management Services	92.57	197.95
Other income	(0.25)	4.88
Total	1,356.37	1,274.13

The Foreign Exchange outgo/expenditure (Standalone):

Particulars	FY 24	FY 25
Salary and wages	34.98	13.28
Faculty expenses	86.75	46.92
Rent	22.10	5.39
Travelling and conveyance	69.22	33.08
Bank charges	6.44	14.46
Banquet and event material	2.31	5.54
Equipment Hiring	0.42	2.80
Giveaways	3.57	-
Professional Charges	29.27	45.30
Ad-Hoarding	-	-
Subscription	54.42	91.53
Passthrough	-	-
Other Expense	631.19	908.13
Total	1,309.88	1,166.43

The Foreign Exchange earnings (Consolidated):

Particulars	FY 24	FY 25
Test preparation training services	793.41	660.20
Sale of Material	470.64	397.75
Event Management Services	2,972.13	4,102.71
Managed Manpower Services	404.78	619.05
Digital Services	-	-
Other Income	32.74	55.01
Total	4,673.20	5,834.71

The Foreign Exchange outgo/expenditure (Consolidated):

Particulars	FY 24	FY 25
Salary and wages	657.99	1,088.31
Faculty expenses	86.75	46.92
Rent	22.10	5.39
Travelling and conveyance	149.29	103.61
Bank charges	6.44	14.46
Banquet and event material	269.34	507.74
Equipment Hiring	693.89	656.72
Giveaways	323.90	520.54
Professional Charges	633.43	764.54
Ad-Hoarding	4.54	41.94
Subscription	56.78	93.94
Passthrough	-	-
Other Expense	1,404.57	1,675.38
Total	4,309.02	5,519.49

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

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

30. OTHER DISCLOSURES

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

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

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

31. DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

32. ACKNOWLEDGEMENT

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

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

For and on behalf of Board of Directors of

CL Educate Limited

Sd/-

Satya Narayanan R

Chairman & Executive Director
DIN: 00307326

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

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

Place: New Delhi
Date: August 07, 2025

---

Mar 31, 2024

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)

S No.	Particulars	Standalone		Consolidated
		FY23	FY24	FY23	FY24
I	Revenue from operations	27,289	29,197	29,131	31,855
II	Other income	671	1,200	640	1,386
III	Total income	27,960	30,397	29,771	33,241
IV	Expenses
a)	Cost of materials consumed	-	-	753	942
b)	Purchases of stock-in-trade	1,683	1,767	35	20
c)	Changes in inventories of finished goods and work-inprogress	(41)	(86)	234	(48)
d)	Employee benefits expense	4,164	4,302	4,656	5,096
e)	Service delivery expenses	15,054	15,871	16,040	17,132
f)	Sales & Marketing Expenses	2,077	2,304	2,104	2,434
g)	Other expenses	2,572	3,536	2,741	3,876
V	Total Operating Expenses	25,510	27,695	26,564	29,452
VI	EBITDA	2,450	2,702	3,208	3,789
h)	Finance costs	157	239	160	246
i)	Depreciation and amortization expense	929	1,173	1,117	1,383
VII	Total Expenses	26,596	29,106	27,841	31,080
VIII	Profit/(Loss) before share of profit/(loss) of equity accounted investees and tax	1,364	1,291	1,931	2,161
IX	Exceptional items	(43)	51	(16)	135
X	Share of loss of equity accounted investees	-	-	(40)	(113)
XI	Profit/(Loss) before tax (from continuing operations)	1,322	1,342	1,875	2,182
XII	Tax Expenses	(9)	375	(379)	602
XIII	Profit/(Loss) for the year (from continuing operations)	1,331	967	2,254	1,581
XIV	(Loss)/profit for the year (discontinued operations)	-	-	(1)	(0)
XV	Profit/(Loss) for the year	1,331	967	2,253	1,581
XVI	Other Comprehensive Income for the year	(3)	5	202	43
XVII	Total comprehensive loss for the year (comprising loss for the year and other comprehensive loss for the year)	1,328	972	2,456	1,624
XVIII	Earnings Per Equity Share
	- Basic (?)	2.41	1.77	4.08	2.89
	- Diluted (?)	2.41	1.76	4.08	2.88

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.

96%
		90%	10% 4% ^
	India • FY23 FY24		Overseas

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

		19,951
17,596
				11,904
		LD CO i—i i—i
EdTech			MarTech
		• FY23 • FY24		('' In Lacs)

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.

		86% Revenue from Ops ('' In Lacs) 29,131 31,855 “I
India • FY23 • FY24			Overseas

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:

S. No.	Particulars	CL Educate Limited	Career Launcher Infrastructure Private Limited	Total
1.	Statutory Audit Fees	40.00	3.00	43.00
2.	Audit of Consolidated Financials	3.00	-	3.00
3.	Limited Review Fees	16.00	-	16.00
4.	Other assignments Fees (if any)	-	-	-
	Total	59.00	3.00	62.00

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:

S. No	Particulars	Name of Company/ Party	Amount involved ('')	Balance as on 31 March, 2024 (?)	Remarks
3.	Loan given at rate of interest lower than prescribed	ICE Gate Educational Institute Private Limited	Nil	57.45 Lacs	Interest free loan given

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)

Particulars / Financial Year	2023-24	2022-23	2021-22	2020-21	Total FY 2020-21 to FY 2023-24	FY 2014-15 to FY 2019-20
CSR Obligation (a)	-	-	-	20.12	20.12	160.94
CSR Amount Spent during the year/period (b)	-	49.73	40.39	90.94	181.06	-
Excess CSR spent (c)	-	49.73	40.39	70.82	160.94	-
Adjustment of Excess CSR Spend at (c) above (d)	-	-	-	-	-	160.94
CSR Amount Pending to be spent/ excess spent (-) (e)= (c)-(d)

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.

Particulars	Amount ('' in Lacs)
CSR Obligation pertaining to Financial Year 2023-24	-
CSR amount spent on ongoing projects	-
CSR amount spent on other than ongoing projects	-
Administrative overheads relating to CSR Activities	-
Add: Past CSR Obligation (pertaining to Financial Year 2014-15 till the Financial Year 2019-20)	-
Less: Carried Forward CSR amount from past years (excess amount spent in any past Financial Year)	-
CSR amount pending to be spent/ Excess amount spent (-) (As on March 31, 2024)	-

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.

Executive Director''s Remuneration for the Financial Year 2023-24:						Amount in '' Lacs
S. No.	Name	Recommended by NRC Committee and approved by the Board			Remuneration actually paid/ payable
		Fixed Remuneration	Performance Based Variable Remuneration	Total upto	Fixed Remuneration	Performance Based Variable Remuneration	Total
1	Mr. Satya Narayanan R	106	89	195	106	76	182
2	Mr. Gautam Puri	106	89	195	106	76	182
3	Mr. Nikhil Mahajan# (From April 01, 2023 till May 31, 2023)- To be read along with the table given below	17*	87	104	17*	(Refer to the table given below)	17

* 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

3	Mr. Nikhil Mahajan#	"105000	Refer to the	105000	105000"	88686**	193686
	(From June 01, 2023 till March 31,		table given
	2024)- To be read along with the		above
	table given above

^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:

S. No.	Name of the Non-Executive Independent Director	Commission paid/payable for Financial Year 2023-24
		Recommended (% of the Adjusted Net Profits)	Amount payable (In '')
1	Ms. Madhumita Ganguli	Upto 0.15% of the net profits	2,67,643/-
2	Mr. Girish Shivani	Upto 0.15% of the net profits	2,67,643/-
3	Mr. Sanjay Tapriya	Upto 0.15% of the net profits	2,67,643/-
4	Mr. Piyush Sharma	Upto 0.15% of the net profits	2,67,643/-

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:

S. No.	Non-Executive Director	Sitting Fee paid for the Financial Year 2023-24
		Amount paid (In '')#
1	Ms. Madhumita Ganguli	3,60,000
2	Mr. Girish Shivani	5,25,000
3	Mr. Sanjay Tapriya	4,80,000
4	Mr. Piyush Sharma	1,80,000

#Note:

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

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:

Particulars	No. of Options
Options originally Reserved under the Plan	2,50,000
Options exercised	82,475
Options Outstanding, post such exercise	1,67,525
Options Outstanding (adjusted for change in face value of Shares from '' 10/- per share to '' 5/- per share post stock-split) (A)	3,35,050
Increase in ESOP Pool through shareholders'' approval dated September 15, 2022 (B)	5,00,000
Options Outstanding post increase in ESOP Pool (C = A B)	8,35,050
Increase in ESOP Pool on Account of adjustment on account of 1:1 Bonus issue of Equity Shares (D)	8,35,050
Options Outstanding (Post adjustment on account of Bonus issue) (E = C D)	16,70,100
Options exercised and converted into shares	33,556

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):

Particulars	FY23	FY24
Test preparation training services	887.80	793.41
Sale of Material	174.13	470.64
Event Management Services	66.26	92.57
Other Income	-	(0.25)
Total	1,128.19	1,356.37

The Foreign Exchange outgo/expenditure (Standalone):

Particulars	FY23	FY24
Salary and wages	32.04	34.98
Faculty expenses	44.46	86.75
Rent	21.12	22.10
Travelling and conveyance	2.27	69.22
Bank charges	0.81	6.44
Banquet and event material	2.31	46.45
Equipment Hiring	-	0.42
Giveaways	0.78	3.57
Professional Charges	21.08	29.27
Ad-Hoarding	1.78	-
Subscription	63.80	54.42
Other Expense	530.65	956.26
Total	721.09	1,309.88
The Foreign Exchange earnings (Consolidated): (? In Lacs)
Particulars	FY23	FY24
Test preparation training services	887.80	793.41
Sale of Material	174.13	470.64
Event Management Services	1,894.25	2,972.13
Managed Manpower Services	455.22	404.78
Digital Services	131.27	-
Other income	23.91	32.74
Total	3,566.58	4,673.70
The Foreign Exchange outgo/expenditure (Consolidated): (? In Lacs)
Particulars	FY23	FY24
Salary and wages	349.88	657.99
Faculty expenses	44.46	86.75
Rent	21.12	22.10
Travelling and conveyance	14.33	149.29
Bank charges	0.81	6.44
Banquet and event material	106.33	269.34
Equipment Hiring	454.64	693.89
Giveaways	388.44	323.90
Professional Charges	644.16	633.43
Ad-Hoarding	20.62	4.54
Subscription	63.80	56.78
Other Expense	773.93	1,404.57
Total	2,882.52	4,309.02

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

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

31. Other Disclosures

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

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

32. Directors’ Responsibility Statement

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

a. in the preparation of the Annual Accounts for the Financial Year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

as at the end of the Financial Year ended March 31, 2024 and of the Profit/Loss of the Company for that period;

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

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

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

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

33. Acknowledgment

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

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

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

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

---

Mar 31, 2018

Board's Report 2018

Dear Member(s),

Your Directors are pleased to present the Twenty Second Annual Report on the business and operations of the Company together with the Company's Audited Financial Statements and the Independent Auditor's Report thereon for the Financial Year ended March 31, 2018. The results of our operations for the year under review are given below:

1. Results of Our Operations

Â	Â	Â		(Rs. in Lacs)
s. No.	Particulars	Standalone		Consolidated
		FY 2018	FY 2017	FY 2018	FY 2017
I	Revenue From operations	15,521.39	14,285.33	28,888.97	26,330.09
II	Other income	1,344.24	960.73	1,291.23	1,059.93
III	Total income (I+II)	16,865.63	15,246.06	30,180.20	27,390.02
IV	Expenses	Â	Â	Â	Â
Â	(a) Cost of material consumed	-	-	1,286.76	1,41735
Â	(b) Purchases of Stock-in-Trade	1,091.87	1,065.77	104.22	5.17
Â	(c) Changes in inventories of finished goods, Stock-in -Trade and work-in-progress	10.38	(65.96)	13.49	(207.70)
Â	(d) Employee benefits expense	3,213.37	2,695.12	6,109.56	5,369.32
Â	(e) Franchisee expenses	5,87789	4,865.36	6,121.53	4,865.36
Â	(f) Other expenses	5,778.14	4,950.32	14,271.32	12,522.88
V	Total Operating expenses	15,971.65	13,510.61	27,906.88	23,972.38
Â	EBITDA (III-V)	893.98	1,735.45	2,273.32	3,41764
Â	(g) Finance costs	340.10	541.71	642.98	781.48
Â	(h) Depreciation and amortization expense	690.13	479.27	846.53	670.80
VI	Total Expenses	17,001.88	14,531.59	29,396.39	25,424.66
Â	Profit before tax (III-VI)	(136.25)	714.47	783.81	1,965.36
Â	Share of profit of equity accounted investees	-	-	6.80	-
VII	Profit before tax	(136.25)	714.47	790.61	1,965.36
VIII	Tax expense:	62.34	221.69	466.25	609.10
IX	Profit from continuing operations for the period (VII-VIII)	(198.59)	492.78	324.36	1,356.26
X	Profit from discontinued operations	-	-	249.58	383.05
XI	Tax expenses of discontinued operations	-	-	-	157.93
XII	Profit from Discontinued operations (after tax)	-	-	249.58	225.12
XIII	Net Profit for the period (IX+XII)	(198.59)	492.78	573.94	1,581.38
XIV	Other Comprehensive Income	13.34	4.48	18.71	21.73
XVII	Total Comprehensive Income for the period (Comprising Profit and Other comprehensive Income for the period) (XIII+XIV)	(185.25)	497.26	592.65	1,603.11
XIX	Earnings per equity share (for continuing operation), excluding Other Comprehensive Income	Â	Â	Â	Â
Â	(a) Basic	(1.40)	4.12	2.29	11.34
Â	(b) Diluted	(1.40)	4.11	2.28	11.32
XX	Earnings per equity share (for discontinued operation):	Â	Â	Â	Â
Â	(a) Basic	-	-	1.76	1.88
Â	(b) Diluted	-	-	1.76	1.88

2. Financial Review Standalone

Our total revenue from operations on standalone basis grew by 8.65% from Rs. 14,285.33 Lacs in fiscal 2017 to Rs. 15,521.39 Lacs in fiscal 2018, primarily on account of increase in sale of text books by 14.47% from Rs. 2,818.53 Lacs in fiscal 2017 to Rs. 3,226.40 Lacs in fiscal 2018 and increase in Sale of Services by 9.18% from Rs. 11,031.56 Lacs in fiscal 2017 to Rs. 12,044.22 Lacs in fiscal 2018. The total income for the year 2018 increased by 10.62 % from Rs. 15,246.06 Lacs in fiscal 2017 to Rs. 16,865.63 Lacs in fiscal 2018.

Our EBITDA on standalone basis decreased by over 48% from Rs. 1,735.45 Lacs in fiscal 2017 to Rs. 893.98 Lacs in fiscal 2018. The decrease can primarily be attributed to increase in other expenses by 16.72% from Rs. 4,950.32 Lacs in fiscal 2017 to Rs. 5,778.14 Lacs in fiscal 2018 and increase in employee benefit expenses by 19.23% from Rs. 2,695.12 Lacs in fiscal 2017 to Rs. 3,213.37 Lacs in fiscal 2018. The increase in above expenses can primarily be attributed to the acquisitions which the company has made during the year which includes acquisition of ETEN the test preparation business division of Pearson's IndiaCan Education which as per management estimates made a EBITDA level loss of about Rs. 350 Lacs, additional provisioning for the vocational receivables of about Rs. 400 Lacs, EBITDA level loss of about Rs. 100 Lacs on the account of integration of Vistamind and Senior Management hiring of about Rs. 250 Lacs.

The management is confident that the acquisitions and investments including senior management hiring will help company with expansion of product offerings, increase profitability and margins going forward.

Consequently, Company at Net Profit level had a loss of Rs. 198.59 Lacs in fiscal 2018 as compared to profit of Rs. 492.78 Lacs in fiscal 2017

Consolidated

Our total revenue from operations on a consolidated basis increased by 9.72% from Rs. 26,330.09 Lacs in fiscal 2017 to Rs. 28,888.97 Lacs in fiscal 2018, primarily on account of an increase in sale of products by 6.40% from Rs. 4,731.73 Lacs in fiscal 2017 to Rs. 5,034.54 Lacs in fiscal 2018.

Our EBITDA on consolidated basis decreased by -33% from Rs. 3,41764 Lacs in fiscal 2017 to Rs. 2,273.32 Lacs in fiscal 2018. This decrease is primarily due to increase in employee benefit expenses by 13.79% and other expenses by 13.96%.

The decrease in EBITDA levels of the company can be primarily attributable to acquisition of ETEN, the test preparation business division of Pearson's IndiaCan Education which as per management estimates made a EBITDA level loss of about Rs.350 Lacs, additional provisioning for the vocational receivables of about Rs. 400 Lacs, EBITDA level loss of about Rs.100 Lacs on the account of integration of Vistamind, Senior Management hiring of about Rs. 250 Lacs and Expected Credit Loss (ECL) provisioning done in our subsidiaries.

Consequently, EBITDA margin decreased from 12.48% in fiscal 2017 to 7.53% in fiscal 2018.

As a result, our Net Profit for the year decreased by over 63% from Rs. 1,581.38 Lacs in fiscal 2017 to Rs. 573.94 Lacs in fiscal 2018.

3. Dividend

Your Directors do not recommend any dividend for the Financial Year 2017-18.

4. Transfer to Reserves

The Company did not transfer any amount to reserves during the Financial Year 2017-18.

5. Capital and Finance

Issue of equity share capital during the Financial Year 2017-18:

s. No.	Date of Allotment	No. of Equity Shares	Face Value (Rs.)	Issue Price (Rs.)	Nature of Consideration	Nature of Allotment
1	October 13, 2017*	2,400	10	300	Cash	Allotment against exercise of options granted under CL ESOP Plan 2008

The issued, subscribed and paid up equity share capital of the Company increased from Rs. 141,632,780 as on March 31, 2017 to Rs. 141,656,780 as on March 31, 2018.

Pursuant to Section 43(a)(ii) of the Act read with Sub-rule 4 of Rule 4 of the Companies (Share and Capital Debentures) Rules, 2014, the Company has not issued any Equity shares with differential rights during the period under review.

6. Segment Reporting & Operational Overview

Of the total revenues for the year ended March 31, 2018, on a standalone basis, approx. 92.03% came from Operations while 7.97% came from Other Income.

The company has identified two business segments as primary segments: Consumer Test Prep and Vocational training. The segment have been identified and reported taking into account the nature of products, the differing risks and returns, the organization structure and the internal financial reporting systems.

Consumer division mainly consists of Test Prep which includes coaching for higher education entrances like MBA, BBA, Law, Bank SSC, Civil Services, GATE, CA-CPT etc. Vocational training includes specific projects undertaken (including government projects).

The revenue of operations came only from Consumer Test Prep. This was primarily due to conscious decision of the company to reduce its exposure to government vocational projects due to its working capital intensive nature and slow recovery of receivables from the government

The segmentation of revenues by business segments on a standalone basis is as follows:

Â	Â	Â	Â	(Rs. in Lacs)
Segment	FY 2018	% of total	FY 2017	% of total
Consumer Test Prep	15,521.39	100.00%	14,047.40	98.33%
Vocational Training	-	0.00%	237.93	1.67%
Total Revenue from Operations	15,521.39	100.00%	14,285.33	100.00%

Our revenue from Consumer Test Prep segment increased by 10.49% from Rs. 14,04740 Lacs in fiscal 2017 to Rs. 15,521.39 Lacs in fiscal 2018 primarily on the account of increase in sale of study material given the increase in the average pricing across our Test Preparation and Training course offerings over the previous year.

The company has made a conscious decision to reduce its exposure to government projects (Vocational training) due to its high working capital nature and slow recovery of receivables from the government. As a result company has no revenue from vocational segment in fiscal 2018 as compared to Rs. 237.93 Lacs in fiscal 2017

The Company has identified Geographical Segment as Secondary Segment. The segmentation of revenues by geographical segment on a standalone basis is as follows :

Â	Â	Â	Â	(Rs. in Lacs)
Segment	FY 2018	% of total	FY 2017	% of total
Within India	15,000.10	96.64%	13,854.88	96.99%
Overseas	521.29	3.36%	430.45	3.01%
Total Revenue from Operations	15,521.39	100.00%	14,285.33	100.00%

Of the total revenues for the year ended March 31, 2018, on a consolidated basis, approx. 95.72% came from Operations while just 4.28% came from Other Income.

The group has identified the following reportable business segments as primary segments: Consumer Business comprising of Test Prep & Publishing and Enterprise Business comprising of Corporate & Institutional. The segments have been identified and reported taking into account the nature of products, the differing risks and returns, the organization structure and the internal financial reporting system.

Consumer Business:

4 Test Prep mainly includes coaching for higher education entrance exams under the brand Career Launcher. 4 Publishing mainly includes publishing and sale of educational books to related and third parties under the brand GK Publications .

Enterprise Business:

Corporate - The company provides the following services to Corporate clients under the brand Kestone Integrated Marketing Services:

Integrated Sales & Marketing Services

Digital & MarComm Services

Customized Engagement Programs (CEP)

Manpower Management & Training

Strategic Business Solutions Institutional - The company provides the following services to Institutional clients:

Integrated solutions to educational institutions and universities across India.

Student recruitment services

Research & Incubations services through its brands CL Media and Accendere

Career Development Center

Others include now reduced Vocational training and discontinued K-12 Operations. The segmentation of revenues by business segments on a consolidated basis is as follows:

Â	Â	Â	Â	(Rs. in Lacs)
Segments	FY 2018	% of total	FY 2017	% of total
Consumer Test Prep	15,826.82	54.78%	14,04741	53.35%
Consumer Publishing	4,382.47	15.17%	4,538.44	17.24%
Enterprise Corporate	10,196.43	35.30%	9,404.37	35.72%
Enterprise Institutional	1,767.13	6.12%	1,072.55	4.07%
Others	13.09	0.05%	361.89	1.37%
Inter-Segment Revenue	(3,296.97)	-11.41%	(3,094.57)	-11.75%
Total Revenue from Operations	28,888.97	100.00%	26,330.09	100.00%

Our revenue from Consumer Test Prep segment increased by 12.67% from Rs.14,047.41 Lacs in fiscal 2017 to Rs.15,826.82 Lacs in fiscal 2018 primarily on the account of increase in sale of study material given the increase in the average pricing across our Test Preparation and Training course offerings over the previous year.

Our revenue from Consumer Publishing segment decreased by 3.44% from Rs.4,538.44 Lacs in fiscal 2017 to Rs.4,382.47 Lacs in fiscal 2018 due to deferment of certain exams resulting in lower book sales which got deferred till the dates of examination.

Our revenue from Enterprise Corporate segment increased by 8.42% from Rs. 9,404.37 Lacs in fiscal 2017 to Rs.10,196.43 Lacs in fiscal 2018 due to an increase in number of events organized, increase in number of clients and average of revenue per customer.

Our revenue from Enterprise Institutional segment increased by 64.76% from Rs.1,072.55 Lacs in fiscal 2017 to Rs. 1,76713 Lacs in fiscal 2018 primarily due to increase in number of clients.

Others includes revenue from discontinued operations and vocational training.

The Company has identified Geographical Segment as Secondary Segment. The segmentation of revenues by geographical segment on a consolidated basis is as follows:

Â	Â	Â	Â	(Rs. in Lacs)
Segment	FY 2018	% of total	FY 2017	% of total
Within India	27,674.43	95.80%	25,832.59	98.11%
Overseas	1,214.54	4.20%	497.50	1.89%
Total Revenue from Operations	28,888.97	100.00%	26,330.09	100.00%

Detailed analysis of performance of the company and its businesses has been presented in the Management Discussion and Analysis section which forms a part of this report.

7. Material changes

The following Material Change has occurred between the end of the Financial Year (March 31, 2018) and the date of the report (July 06, 2018).

Pursuant to the provisions of Section 12 and Section 13 and any other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment for the time being in force) read with Rule 30 of Companies (Incorporation) Rules, 2014 and subject to the approval of members of the Company by a Special Resolution and approval of the Hon'ble Regional Director, Northern Region, New Delhi or any other Government Authority in this regard and subject to such permissions, sanctions or approvals as may be required under the provisions of the said Act or under any other law for the time being in force, the Board has provided its approval for shifting of the Registered Office from the "National Capital Territory of Delhi" to the "State of Haryana" and substitute the Clause-II of the Memorandum of Association of the Company by the following clause:

II. The Registered office of the Company will be situated in the State of Haryana.

On obtaining the confirmation from Regional Director, Northern Region, the Registered Office of the Company shall be shifted from "A-41, Espire Building, Lower Ground Floor, Mohan Co-operative Industrial Area, Main Mathura Road, New Delhi - 110044" to "Plot No. 9A, Sector-27A, Mathura Road, Faridabad, Haryana-121003".

8. Material and Significant Orders Passed By Regulators & Courts

During the Financial Year 2017-18, no significant and material orders have been passed by any Regulators or Courts or Tribunals against the Company impacting the going concern status and company's operations in future.

9. Internal Financial Control Systems

CL has aligned its current systems of internal financial control with the requirement of the Companies Act 2013. The Internal Control systems are intended to increase transparency and accountability in an organisation's process of designing and implementing a system of internal control. The framework requires a company to identify and analyse risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness. CL's internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. CL has a well-defined delegation of power with authority limits for approving revenue as well as expenditure. 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 best practices.

Our management assessed the effectiveness of the Company's internal control over financial reporting as of March 31, 2018. The assessment involved self-review, peer review and external audit.

4 CL has re-appointed Genpact Enterprise Risk Consulting LLP (earlier known as Axis Risk Consulting Services Pvt. Ltd.) to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors (Haribhakti & Co. LLP) and the Audit Committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations such as IT processes and general controls, accounting and finance, procurement, employee engagement, including most of the subsidiaries. The Audit Committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the Audit Committee follows up on corrective action. The Audit Committee also meets CL's statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the Board of Directors informed of its major observations periodically.

4 During the year 2017-18, an Internal Financial Control Systems study with respect to revenue, procurement, payroll, Inventory, Finance & Accounts and Statutory Compliance (Taxation) was done by MNV & Co. Chartered Accountants and did not indicate any material weaknesses in its report. Some of the operating weaknesses highlighted are being worked upon by the management.

4 Haribhakti & Co. LLP, the statutory auditors of the Company has audited the financial statements which forms part of this annual report and has issued an attestation report on our internal financial controls over financial reporting (as defined in section 143 of Companies Act 2013).

Qualified opinion by Statutory Auditors on adequacy and operating effectiveness of Internal Financial Controls over Financial Reporting for CL on a Standalone basis:

a) Procurement policy implemented for purchase of goods and services was not operating effectively, which could potentially result in the Company procuring unnecessary goods and services, or procuring goods of lower quality, or procure goods and services at higher prices.

Managements' response:

While the purchase policy has been formulated, the implementation has not been up to the desired level. We are working towards improving compliance, keeping in mind the size and nature of business, within the ERP to ensure purchase order and receipt of material are recorded in the ERP module and bills linked to such purchase order are marked. This module will help control vendor master, inputting of competitive quotes or comments before issue of purchase order and access control.

b) Policy of periodic balance confirmations and reconciliations of receivables / payables were not operating effectively during the year, which may result in unwarranted disputes and over/ understatement of party balances.

Managements' response:

The company prior to being listed had a practice of obtaining such balances at the end of the year. The company has already started the process of confirmation from a selected sample on a quarterly basis with effect from the first quarter of FY18-19.

Qualified opinion by Statutory Auditors on adequacy and operating effectiveness of Internal Financial Controls over Financial Reporting for CL on a consolidated basis:

a) In case of one of its subsidiary, Kestone Integrated Management Services Private Limited, comprehensive procurement policies for purchase of goods and services have not been documented, which could potentially result in the aforesaid Company procuring unnecessary goods and services, or procuring goods of lower quality, or procure goods and services at higher prices.

Managements' response:

In case of Kestone Integrated Management Services Private Limited, procurement is primarily done in the events management business. A budget is defined for every event within the APEX ERP and the spending is done within such budget. Also most of the procurement is for specific short time use.

b) In case of one of its subsidiary, Kestone Integrated Management Services Private Limited, has not maintained adequate documentation for 'partially completed events' in the Event management services for the complete year/ all the events in the newly implemented APX ERP software which was implemented with effect from January 2018. This could potentially result in incorrect recording of provisional revenue and corresponding provisional expenses in respect of such incomplete services at the reporting date.

Managements' response:

Within Kestone Integrated Management Services Private Limited, APEX ERP module, functionality is being built to capture percentage completion details which will address this concern.

10. Details of Subsidiaries/Joint Ventures/Associate Companies

As on date, our Company has 9 (nine) subsidiaries (including three indirect subsidiaries) and 2* (two) associate company to carry out activities in various streams of education and other educational training. A brief profile of our subsidiaries and associate company is given hereunder:

a. Kestone Integrated Marketing Services Private Limited (Kestone)

Our Company acquired Kestone on April 01, 2008 as a wholly owned subsidiary of the Company. Under our brand Kestone, we enjoy strong relationships with corporates to whom we provide our integrated business, marketing and sales services. Kestone focuses on a wide variety of Corporates, across various segments and industries.

Kestone provides integrated business, marketing and sales services to our corporate customers, including event management, marketing support (including digital marketing support in the form of online marketing initiatives, to support offline marketing campaigns), customer engagement (including audience generation, lead generation, loyalty and reward programs and contest management), managed manpower and training services.

The total income of Kestone was Rs. 9,815.48 Lacs in Financial Year 2018 as against Rs. 9,553.44 Lacs in Financial Year 2017, recording increase by 2.74% over the previous year. The business has shown growth in top line.

a.1. Kestone CL Asia Hub PTE. Ltd., Singapore

Kestone CL Asia Hub Pte. Ltd. (Previously Known as 'Kestone Asia Hub Pte. Ltd', Singapore is a Step Down Subsidiary of the Company. It is currently engaged in providing integrated marketing solutions for products and services, to conduct educational & consulting programs, research related services etc. for and on behalf of inland and overseas clients and customers. However, Kestone CL Asia actually started doing business in Singapore from Financial Year 2016-17. Kestone CL Asia has also started a branch office in Dubai, inter alia, to provide integrated sales & marketing service to corporates & instiutions in middle east.

The total income of Kestone CL Asia was Rs. 694.80 Lacs in Financial Year 2018 as against Rs. 164.02 Lacs in Financial Year 2017, recording substantial increase by 323.61% over the previous year.

a.2. Kestone CL US Limited, USA

Kestone CL Asia has incorporated a wholly owned subsidiary in USA on March 22, 2018, in the name of Kestone CL US Limited with an objective to provide integrated sales & marketing service to corporates & instiutions in USA.

b. CL Media Private Limited (CL Media)

CL Media, as a wholly owned subsidiary of CL, was incorporated on February 01, 2008. CL Media provides integrated solutions to educational institutions and universities including business advisory and outreach support services.

CL Media is currently engaged in the business of content development for study material, publishing study material and books and providing sales & marketing services and research related services to Institutions and Universities.

The business has shown growth and the total income of CL Media which was Rs. 4,084.07 Lacs in Financial Year 2018 as against Rs. 3,75759 Lacs in Financial Year 2017, has increased by 8.69% over the previous year.

c. GK Publications Private Limited (GKP)

GKP became a subsidiary of CL Educate Limited on November 12, 2011. GKP is a wholly owned subsidiary of the Company. GKP is currently engaged in the business of distribution of test preparation guides, books and other academic material.

The business of GKP has shown small growth and the total income has increased from about Rs. 1,836.53 Lacs in 2017 to about Rs. 1,884.11 Lacs in 2018, thus reflecting a 2.59% increase.

d. Accendere Knowledge Management Services Private Limited (AKMS)

AKMS became a wholly owned subsidiary of the Company during the year under review, pursuant to the purchase of balance 49% i.e. 5880 no. of equity shares of AKMS by the Company on April 12, 2017

AKMS was incorporated under the Companies Act 1956 on September 19, 2008. AKMS is currently engaged in the business of facilitating educational institutions and establishing their institutional credibility, international presence and thought leadership by improving their research output in terms of both the quality and quantity of research articles published by them.

The business of AKMS has shown substantial growth and the total income has increased from about Rs. 178.43 Lacs in 2017 to about Rs. 277.81 Lacs in 2018, thus reflecting a 55.70% increase.

e. Career Launcher Education Infrastructure and Services Limited (CLEIS)

CLEIS is a wholly owned subsidiary of CL incorporated on June 16,2005. CLEIS was engaged in the business of providing educational services for K-12 schools including brand licensing and providing education soft skills under the brand Indus World School.

Pursuant to the Business transfer agreement dated March 16, 2017 ("CLEIS Business Transfer Agreement") and its amendment dated July 18, 2017 executed by CLEIS with B&S Strategy Services Private Limited ("B&S or Eduvisors") and with CL as a confirming party, the business of running and operating pre-schools and providing schools management services carried on by the CLEIS was sold on slump sale basis for a total consideration of Rs. 4650.00 Lacs of which Rs. 200.00 Lacs was paid in cash, Rs. 4050.00 Lacs by way of share swap and balance Rs. 400.00 Lacs to be received as cash by March 31, 2018 which is receivables as of date.

e.1. Career Launcher Infrastructure Private Limited (CLIP)

CLIP, a wholly owned subsidiary of CLEIS, and hence an indirect subsidiary of CL, was incorporated in the year 2008. CLIP was engaged in the business of providing infrastructure facilities for K-12 schools operating under the brand Indus World School.

During the year under review, CLIP executed a Business transfer agreement dated March 16, 2017 ("CLIP Business Transfer Agreement") with CLEIS and I-Takecare Private Limited ("I-Takecare"):

Pursuant to the CLIP Business Transfer Agreement, CLIP has agreed to transfer its business of providing Leasing and infrastructural services required for operating K-12 schools which are run by Nalanda Foundation and all assets, liabilities, rights, obligations, etc. thereof, including land and buildings situated at Raipur and Indore and movable assets, receivables and contracts in connection with operation of the K-12 schools situated at the aforementioned locations("School Infrastructure"), on a slump sale basis, to I-Takecare. The proposed sale of School Infrastructure is being undertaken for a lumpsum consideration of Rs. 4500.00 Lacs to be paid by I-Takecare to CLIP, out of which Rs. 4000.00 Lacs is payable prior to the closing of such transaction and balance in tranches. Further, under the terms of the CLIP Business Transfer Agreement, CLIP is required to pay a monthly interest amount calculated at 11% p.a. on advance sale consideration of Rs. 100.00 Lacs received from I-Takecare from the date of the CLIP Business Transfer Agreement until the date of closing of the transaction. The closing of the proposed sale of School Infrastructure is subject to fulfillment of certain conditions provided in the CLIP Business Transfer Agreement, which include, execution of sale deeds for sale of land, execution of assignment deed by CLIP in relation to the infrastructure contracts entered into between CLIP and Nalanda Foundation and receipt of all requisite consents and approvals by CLIP. However, till date I-Takecare has failed to fulfill its part of the contract and payments. Till the Company is able to sell these assets, the assets are leased to Nalanda Foundation on a quarterly rental basis.

e.2. B&S Strategy Services Private Limited, (Associate Company of CLEIS)*

B&S Strategy Services Private Limited was incorporated under the Companies Act, 1956 on April 09, 2009. B&S is mainly engaged in the business of rendering consulting services in the education sector and managing schools.

The total income of B&S Strategy Services Private Limited was Rs. 330.75 Lacs in Financial Year 2018 as against Rs. 110.53 Lacs in Financial Year 2017, recording increase of 200% over the previous year.

*Note: During the financial year 2017-18, the Company, through its Wholly Owned Subsidiary Company, Career Launcher Education Infrastructure and Services Limited (CLEIS) held 43.40% of the voting rights in B&S Strategy Services Private Limited ("B&S or Eduvisors") and pursuant to Shareholders Agreement dated March 16, 2017, the Company had representation on the Board of B&S and participation in all significant financial and operating decisions. Hence, keeping in mind the Company's significant influence over B&S as associate company of CLEIS, the details of B&S are being shared at the relevant places in this Annual Report.

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

ICE GATE was incorporated under the Companies Act 2013 on August 12, 2015. ICE GATE is engaged in the business of providing education for students preparing for Graduate Aptitude Test in Engineering (GATE) and related exams. Pursuant to the Share Purchase Cum Shareholders Agreement entered into amongst CL, ICE GATE and its Promoters dated October 18, 2017, CL acquired 50.7% stake (5070 equity shares) in ICE GATE for an aggregate purchase consideration of Rs. 623.61 Lacs. ICE GATE became a subsidiary of the Company with effect from October 31, 2017 The Company has also agreed to acquire remaining 49.3% shareholding in ICE GATE over a period of 60 months from the date of the above Agreement.

The total income of ICE GATE was Rs. 661.47 Lacs in Financial Year 2018 as against Rs. 410.30 Lacs in Financial Year 2017, recording increase of 61.22% over the previous year.

g. Three sixtyone Degree Minds Consulting Private Limited (361DM), (Associate Company)

361DM, incorporated under the Companies Act 1956 on July 06, 2006, is engaged in the business of research and technology driven learning and education provision that delivers large scale yet effective learning and education solutions to individuals, organizations and educational institutions currently engaged in business of, inter alia, online learning and education under the name and style and having the brand name/trademark of 361Degree Minds.

Pursuant to the Investment cum Shareholders Agreement dated August 03, 2017 entered into amongst the Company, 361DM and its Promoters, the Company holds 400,000, 5% Compulsorily Convertible Preference Shares (CCPS) of 361DM of Rs. 10 each issued at a premium of Rs. 90/- per share. The Company also holds 909 Equity shares of 361DM aggregating to 4.43% of paid-up equity share capital of 361DM.

The total income of 361DM was Rs. 458.21 lacs in Financial Year 2018 as against Rs. 403.46 in Financial Year 2017, thereby increasing by 13.57% over the previous year.

Change in the status of subsidiaries/associate companies/joint venture, during the year:

There are no joint venture companies of the Company within the meaning of section 2(6) of the Companies Act, 2013 ("Act").

The names of companies which have become subsidiaries or associate companies during the year are as follows:

S.No	Name of the Company	Date of becoming subsidiaries/ associate	Subsidiaries/ Associate
1	Accendere Knowledge Management Services Private Limited1	April 12, 2017	Wholly Owned Subsidiary Company
2	Three sixtyone Degree Minds Consulting Private Limited (361DM)	August 17, 2017	Associate Company
3	ICE GATE Educational Institute Private Limited (ICE GATE)	October 31, 2017	Subsidiary Company
4	Kestone CL US Limited2	March 22, 2018	Step Down Subsidiary Company
5	B&S Strategy Services Private Limited3	August 01, 2017	Associate Company of CLEIS

1 Accendere Knowledge Management Services Private Limited became a wholly owned subsidiary of the Company pursuant to the purchase of balance 49% i.e. 5880 no. of eguity shares of Accendere Knowledge Management Services Private Limited by the Company on April 12, 2017.

2Kestone Integrated Marketing Services Private Limited, Indian Party, a Wholly owned Subsidiary of the Company has further incorporated a Step Down Subsidiary in USA on March 22, 2018, in the name of Kestone CL US Limited.

3The Company through its Wholly Owned Subsidiary Company, Career Launcher Education Infrastructure and Services Limited (CLEIS) held 43.40% of the voting rights in B&S Strategy Services Private Limited.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of the Company's Subsidiaries and Associates Company in Form AOC-1 is attached to the Financial Statements (attached to this report as Annexure-I).

Further, pursuant to the provisions of section 136 of the Act, the Financial Statements of the Company, including the Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of subsidiaries and Associates Company, are available on the website of the Company (www.cleducate.com).

Equity Investment in Subsidiary Companies

As on March 31, 2018 the Company's holding in its various direct subsidiaries were as follows:

a) 1,000,000 Equity Shares of Rs. 10 each comprising of 100% Equity Share Capital in Kestone Integrated Marketing Services Private Limited;

b) 190,000 Equity Shares of Rs. 10 each comprising of 100% Equity Share Capital in G K Publications Private Limited;

c) 10,000 Equity Shares of Rs. 10 each comprising of 100% Equity Share Capital in CL Media Private Limited;

d) 12,000 Equity shares of Rs. 10 each comprising of 100% Equity Share Capital in Accendere Knowledge Management Services Private Limited1

e) 9,447,606 Equity Shares of Rs. 10 each comprising of 100% Equity Share Capital in Career Launcher Education Infrastructure and Services Limited;

f) 5,070 Equity Shares of Rs. 10 each comprising of 50.70% Equity Share Capital in ICE Gate Educational Institute Private Limited2.

Accendere Knowledge Management Services Private Limited became a wholly owned subsidiary of the Company pursuant to the purchase of balance 49% i.e. 5880 no. of equity shares of Accendere Knowledge Management Services Private Limited by the Company on April 12, 2017

2 ICE Gate Educational Institute Private Limited became a subsidiary of the Company pursuant to the purchase of 50.70% i.e. 5070 no. of equity shares of ICE Gate Educational Institute Private Limited by the Company on October 31, 2017

Investment in Associate Company

As on March 31, 2018 the Company's holding in its Associate Companies is as follows:

a) 4,00,000, 5% Convertible Preference Shares (CCPS) of Rs. 10 each in Threesixtyone Degree Minds Consulting Private Limited;

b) 909 Equity shares of Rs. 10 each comprising of 4.43% of Equity Share Capital in Threesixtyone Degree Minds Consulting Private Limited;

c) During the financial year 2017-18, the Company, through its Wholly Owned Subsidiary Company, Career Launcher Education Infrastructure and Services Limited (CLEIS) held 43.40% of the voting rights in B&S Strategy Services Private Limited ("B&S or Eduvisors") and pursuant to Shareholders Agreement dated March 16, 2017, the Company had representation on the Board of B&S and participation in all significant financial and operating decisions. Hence, keeping in mind the Company's significant influence over B&S as associate company of CLEIS, the details of B&S are being shared at the relevant places in this Annual Report.

11. Fixed Deposits

During the year under review, your Company has not invited or accepted any deposits from the public/members pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

12.Auditors and Auditors' Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Company (Audit and Auditors) Rules, 2014, M/s. Haribhakti & Co., LLP, Chartered Accountants, Statutory Auditors (ICAI Firm Registration No. 103523W) holds the office in the capacity of Statutory Auditors of the Company till the conclusion of the Annual General Meeting to be held for the Financial Year 2018-19, subject to ratification at every Annual General Meeting.

The Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if ratified, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder. As required under Clause 33 (1) (d) of the SEBI (LODR), Regulations, 2015, M/s. Haribhakti & Co., LLP, Chartered Accountants, have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The members are requested to ratify the appointment of the Auditors as well as to authorize the Board to fix the Auditor's remuneration.

In this connection, the attention of the members is invited to item number 4 of the Notice convening the Annual General Meeting.

Statutory Auditors' Report

The auditor's qualifications in the Statutory Auditor's report/CARO Report and the management response thereon, are as under: Clause (iii) (a) and Clause (iv) of Annexure I to the Independent Auditor's Report:

The Company has granted unsecured loans to companies and other parties covered in the register maintained under Section 189 of the Act.'

(iii) (a) According to the information and explanations given to us and based on the audit procedures conducted by us, we are of the opinion that the terms and conditions of loans granted by the Company to 2 parties covered in the register maintained under Section 189 of the Act, (total loan amount granted Rs. 0.17 Lacs and balance outstanding as at balance sheet date Rs. 538.63 Lacs) are prejudicial to the Company's interest on account of the fact that the Company is not charging any interest on such loan.

(iv) According to the information and explanations given to us in respect of loans, investments, guarantees, and securities, the Company has complied with the provisions of Section 185 and 186 of the Act, except for the details given below:

Â	Â	Â	(Rs. in lacs)
Nature of non-compliance	Name of Company/party	Amount Involved	Balance as at March 31, 2018
Loan given at rate of interest lower than prescribed	Kestone Asia Hub Pte.Ltd.	Nil	8.34
	Career Launcher Education Foundation(CLEF)	0.17	530.30

Managements' response:

In view of no current operations of CLEF (one Party), the loan amount remained dormant during this Financial Year and, for the interest of CL, the outstanding loan amount has been guaranteed by our Promoter, Bilakes Consulting Private Limited.

Kestone Asia Hub Pte. Ltd. (other party), is the wholly owned subsidiary company of Kestone (wholly owned subsidiary company of CL), hence charging of interest at lower rate will not impact the overall viability of CL Group. Kestone Asia is expected that Foreign Subsidiary will be able to repay the outstanding amount in financial year 2018-19.

Clause (vii) (a) of Annexure I to the Independent Auditor's Report:

(vii) (a) The Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, service tax, value added tax, goods and service tax, customs duty, excise duty, cess and any other material statutory dues applicable to it, however, there have been slight delays in few cases.

Managements' response:

Due to unpredictability of business, it is slightly difficult to estimate the net tax liability to be deposited so early in the year and hence generally the Company waits till end of the year, when its liability estimates is much clear to deposit advance tax with appropriate interest

There is no instance of fraud reported by auditors under sub section (12) of section 143.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of the Audit Committee, the Board had appointed M/s. S. Anantha & Ved LLP, Company Secretaries, Mumbai (LLP IN: AAH-8229) as the Secretarial Auditors of the Company on May 17, 2017 for the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year 2017-18 is annexed herewith as Annexure VIII.

The Secretarial Audit Report for the year 2017-18 does not contain any qualification, reservation or adverse remark.

Further, based on the recommendation of the Audit Committee, the Board has re-appointed M/s. S. Anantha & Ved LLP, Company Secretaries, Mumbai (LLP IN: AAH-8229) as the Secretarial Auditors of the Company for the Financial Year 2018-19 on May 23, 2018.

Internal Auditors

Pursuant to section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, and based on the recommendation of the Audit Committee, the Board had extended the existing term of M/s Genpact Enterprise Risk Consulting LLP (earlier known as Axis Risk Consulting Services Private Limited) as the Internal Auditors of the Company for the Financial Year 2017-18 on May 17, 2017

Further, based on the recommendation of the Audit Committee, the Board has extended the existing term of M/s Genpact Enterprise Risk Consulting LLP (earlier known as Axis Risk Consulting Services Private Limited) as the Internal Auditors of the Company for the Financial Year 2018-19 on May 23, 2018.

The Internal Auditors present their its audit report before the Audit Committee on a quarterly basis. The Audit Committee sets out the scope and timelines with respect to the services rendered by the Internal Auditors, as well as the fee payable against the same.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and Notification issued by Ministry of Corporate Affairs dated December 31, 2014, on and from the Financial Year commencing April 1, 2014, the Companies in Education Sector are required to get their cost records audited.

Based on the recommendation of the Audit Committee, the Board had appointed M/s Sunny Chhabra & Co., Cost Accountants as the Cost Auditor of the Company for the Financial Year 2017-18 on May 17, 2017

Further, based on the recommendation of the Audit Committee, the Board has re-appointed M/s Sunny Chhabra & Co., Cost Accountants as the Cost Auditor of the Company for the Financial Year 2018-19 on May 23, 2018.

13. Directors and Key Managerial Personnel

Appointments & Resignations during the Financial Year 2017-18:

During the Financial Year 2017-18, following changes occurred in the composition of the Board of Directors and Key Managerial Personnel of the Company:

a. Mr. Kamil Hasan (DIN: 03457252), Non-Executive Independent Director on the Board of the Company resigned from the Board of the Company on and with effect from May 01, 2017

b. Ms. Madhumita Ganguli (DIN: 00676830) was appointed as a Non-Executive Independent Director on the Board of the Company on and with effect from July 02, 2017

c. Mr. Paresh Surendra Thakker (DIN: 00120892) was appointed as a Non-Executive Independent Director on the Board of the Company on and with effect from July 02, 2017

d. Mr. Sudhir Bhargava was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company on and with effect from July 02, 2017

e. The Designation of Mr. Nikhil Mahajan (DIN: 00033404) was changed from Executive Director & CFO to Executive Director & Group CEO Enterprise Business on and with effect from July 02, 2017

f. Ms. Sangeeta Modi (DIN: 03278272), Non-Executive Independent Director of the Company resigned from the Board of the Company on and with effect from July 03, 2017

g. The Designation of Mr. Gopal Jain(DIN: 00032308) was changed from Non-Executive Nominee Director to Non- Executive Non Independent Director on Board of the Company on and with effect from July 24, 2017

h. Mr. Safir Anand (DIN: 02117658), Non-Executive Independent Director of the Company resigned from the Board of the

Company, and its Committees on and with effect from February 07, 2018. i. Mr. Sushil Kumar Roongta (DIN: 00309302), was appointed as an Additional (Non-Executive Independent) Director on the

Board of the Company on and with effect from March 13, 2018.

The Directors place on record their appreciation of the valuable contribution of Ms. Sangeeta Modi, Mr. Kamil Hasan and Mr. Safir Anand as Independent Directors on the Board of the Company.

A separate resolution seeking members' approval to the appointment of Mr. Sushil Kumar Roongta as a Non-Executive Independent Director on Board of the Company, not liable to retire by rotation has been incorporated in the notice of the 22nd Annual General Meeting of the Company.

Retirement by Rotation:

Mr. Gautam Puri (DIN: 00033548), Vice Chairman & Managing Director and Mr. Nikhil Mahajan (DIN: 00033404), Executive Director and Group CEO Enterprise Business, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers themselves for re-appointment. A brief resume each of Mr. Gautam Puri and Mr. Nikhil Mahajan with other information under Regulation 36 of the SEBI (LODR) 2015 and Secretarial Standard-2 (SS-2) with respect to their proposed re-appointment has been incorporated in the notice of the 22nd Annual General Meeting of the Company. Your Directors recommend their re-appointment.

Declaration by Independent Directors

Pursuant to sub-section (7) of Section 149 of the Companies Act, 2013, the Independent Directors of the Company have declared that they meet the criteria of independence in terms of Section 149(6) of the Companies Act, 2013 and that there was no change in their status as Independence Directors during the year. The Company received the declaration of Independence from all the Independent Directors of the Company and the Board took note of the same in its Board Meeting held on April 30, 2018.

Further details pertaining to Independent Directors form part of the Corporate Governance Report.

The profiles of Directors and the terms and conditions of appointment of Independent Directors are disclosed on the Company's website (www.cleducate.com).

Separate Meetings of Independent Director

In terms of requirements of Schedule IV of the Companies Act, 2013, the Independent Directors of the Company met separately on August 24, 2017 and November 21, 2017, without the attendance of Non-independent Directors, or any other official of the Company or members of its management, to review the performance of Non-independent Directors (including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of information between the Management and the Board.

The Company received the Annual disclosure(s) from all the Directors disclosing their Directorship and Interest in other Companies in specified formats prescribed in Companies Act, 2013 and the Board took note of the same in its Board Meeting held on April 30, 2018.

Details of Board (& Committee) Meetings held during Financial Year 2017-18

The details pertaining to the Number of Board (& Committee) Meetings held during Financial Year 2017-18 form part of the Corporate Governance Report.

Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013, the Board has adopted a methodology for evaluating the performance of every individual Director, of the Chairperson of the Company, of the Board as a whole, of the Independent, as well as of the Non - Independent Directors of the Company, and of the functioning of the committees.

During the year 2017-18, the Board of Directors carried out an annual evaluation of its own performance, board committees and individual directors for the year 2016-17, pursuant to the provisions of the Act and the corporate governance requirements.

The performance of the Board as well as Committees was evaluated by the Independent Directors after seeking inputs from all the Non-Executive Directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The Board and the 'Nomination, Remuneration and Compensation committee' reviewed the performance of the individual directors on the basis of the criteria such as the 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.

In addition, the Chairman of the Company was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non- Executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the board, its committees and Individual Directors was also discussed.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Key Managerial Personnel

As on the date of this report, the following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:

a. Mr. Satya Narayanan .R, Chairman & Whole Time Director

b. Mr. Gautam Puri, Vice Chairman & Managing Director

c. Mr. Nikhil Mahajan, Executive Director and Group CEO Enterprise Business (change in designation from Executive Director & CFO with effect from July 02, 2017.)

d. Ms. Rachna Sharma, Company Secretary and Compliance Officer

e. Mr. Sudhir Bhargava, Chief Financial Officer (with effect from July 02, 2017)

14. Corporate Governance

A Report on the Corporate Governance for the Financial Year 2017-18, as stipulated under SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

15. Management Discussion & Analysis

Management's Discussion and Analysis Report for the Financial Year 2017-18, as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

16. Number of Meetings of the Board of Directors & Committees thereof

The Board of Directors of the Company met 11 (Eleven) times during the year under review. The details of the meetings of the Board including those of its Committees and Independent Directors' meetings are given in the Report on Corporate Governance section forming part of this Annual Report.

17. Composition of Audit Committee

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Sections 177 (8) of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015. The details of the composition, powers, functions, meetings of the Committee held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company.

18. 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 Companies Act, 2013 and Regulation 22 of SEBI (LODR), 2015 to enable stakeholders (including Directors, Employees, retainers, franchisees) to report unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and 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 has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company (www.cleducate.com).

19.Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules,

2014, your Company has constituted a Corporate Social Responsibility Committee ("CSR Committee"). The Composition and the terms of reference of the CSR Committee are provided in the Report on Corporate Governance section forming part of this Annual Report. The CSR Policy is available on the website of the Company (www.cleducate.com).

CSR Funds (Past & Present):

A table showing accumulated CSR Funds till date, to be spent on CSR activities by the Company is set out below:

Â	(Rs. in lacs)
Financial Year(s)	CSR Funds to be Spent
2014-15	2.24
2015-16	14.52
2016-17	12.12
2017-18	17.43
Total	46.31

CSR activities/projects contemplated to be taken up by the Company:

As part of CSR initiative, your Company, during the Financial Years 2014-15, 2015-16, 2016-17 and 2017-18 has, amongst other activities, earmarked the funds to be invested in the CSR activities/ projects. It intends to spend the said amount in the following areas:

(a) Driving research and innovation and funding technology incubators located within academic institutions which are approved by the Central Government, and/or to fund research education in universities.

(b) Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic Sports; and/or

(c) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art, setting up public libraries, promotion and development of traditional arts and handicrafts. These projects are as prescribed under the Schedule VII of the Companies Act, 2013.

(d) Promoting education, including research education, special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

CSR Spend

Though the Company has earmarked the funds for specific CSR activities, and has determined target CSR activities/ projects, in the education space, and in research and Innovation area, to be undertaken, the Company has not been able to spend the mandated amounts on the said activities till date, as the capacities to spend the sanctioned amount were being built, and are now broadly in place and specific projects have been identified.

The implementation of the planned activities has thus spilled over to the next Financial Year, the execution of which is expected to be initiated in the Financial Year 2018-19 and should happen over the coming multiple years .

As a socially responsible Company, the Company is committed to increase its CSR impact and spend over the coming years with the aim of playing a larger role in India's sustainable development, and thereby fulfill its Corporate Social Responsibility.

The Annual report on CSR Activities is attached as Annexure- II.

20.Risk Management Policy

Your Company has a robust Risk Management policy. The Company, through a steering committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of mitigation plans and risk reporting. The Risk Management Policy is available on the website of the Company (www.cleducate.com).

21. Directors' Nomination and Remuneration Policy

The process of determining the Remuneration of the Directors is initiated with the general body of shareholders approving the overall maximum managerial 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 the specific recommendation of the Nomination, Remuneration and Compensation Committee (comprising of all Non-Executive Directors, with majority of them being independent), while also keeping the provisions of Companies Act, 2013 in mind.

The document evidencing the process of determination of remuneration of Directors, i.e. the Latest Recommendation Report issued by the Nomination, Remuneration and Compensation Committee is attached as Annexure- III to this Report.

Details of the Remuneration Recommended by NRC Committee vis a vis the Remuneration actually paid to WTDs for the Financial Year 2017-18:

(Rs. in Lacs)

S. No.	Whole Time Director	Fixed Compensation		Variable Compensation		Total Compensation
		Recommended	Actually Paid	Recommended	Actually Paid	Recommended	Actually Paid
1	Mr. Satya Narayanan .R	81.90	58.46	41.00	NiL	122.90	58.46
2	Mr. Gautam Puri	81.90	57.96	41.00	NiL	122.90	57.96
3	Mr. Nikhil Mahajan1	79.70	51.44	39.70	NiL	119.40	51.44

rest shall be paid in financial year 2018-19.

Commission paid to Non-Executive Directors for 2017-18:

Â	Â	Â	(Rs. in Lacs)
S. No.	Non-Executive Independent Directors	Commission Recommended (% of Net Profits)	Amount to be Paid
1	Mr. Sridar lyengar	0.25% of the net profits	Nil
2	Mr. Safir Anand1	0.15% of the net profits	Nil
3	Mr. Viraj Tyagi	0.15% of the net profits	Nil
4	Mr. Paresh Surendra Thakker2	0.15% of the net profits	Nil
5	Ms. Madumita Ganguli	0.15% of the net profits	Nil

1 Mr. Safir Anand, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from Feb 07, 2018.

2 Ms. Madhumita Ganguli & Mr. Paresh Surendra Thakker have been appointed as Non-Executive Independent Directors on the Board of the Company on and with effect from July 02, 2017.

Notes:

Mr. Sushil Kumar Roongta has been appointed as Additional (Non-Executive Independent) Director on the Board of the Company on and with effect from March 13, 2018.

Mr. Kamil Hasan, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from May 01, 2017.

Ms. Sangeeta Modi, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from July 03, 2017.

In view of the losses incurred by the Company during the financial year 2017-18, Nil amount of commission is to be paid to Non-Executive Directors of the Company pertaining to the

financial year 2017-18.

22.Particulars of Employees

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

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant information as on March 31, 2018, is given in Annexure - IV.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, the names of the top ten employees in terms of remuneration drawn, as on March 31, 2018, along with the relevant information thereon is given in Annexure - V

Further, during the Financial Year 2017-18, there was no employee who:

(i) if employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not Less than one crore and two Lakh rupees;

(ii) if employed for a part of the Financial Year, was in receipt of remuneration for any part of that year, at a rate which, in the

aggregate, was not Less than eight Lacs and fifty thousand rupees per month; (iii) if employed throughout the Financial Year or part thereof, was in receipt of remuneration in that year which, in the aggregate,

or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or Whole-time

director or manager and holds by himself or along with his spouse and dependent children, not Less than two percent of the

equity shares of the Company.

23. Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

24. Particulars of Contracts or Arrangements with Related Parties

ALL transactions entered by the Company with Related Parties during the Financial Year 2017-18 as defined under section 2 (76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014 were in the Ordinary Course of Business and were at Arm's Length pricing basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Regulation 23 of SEBI (LODR) Regulations, 2015. The Audit Committee granted omnibus approval for the transactions (which were all routine and repetitive in nature) and the same was reviewed and approved by the Board of Directors. There were no maternally significant transactions with Related Parties during the Financial Year 2017-18 which were in conflict with the interest of the Company. Suitable disclosures as required under IndAS-24 have been made in the Notes to the financial statements.

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

The policy on Related Party Transactions as approved by the Board is hosted on the website of the Company (www.cleducate.com)

25. Extract of Annual Return

Pursuant to Section 92 of the Companies Act, 2013 read with the Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in prescribed Form MGT-9 is attached as Annexure - VII to this Report.

26. Details of the Amended and Restated CL ESOP Plan 2014 (Formerly known as CL ESOP Plan 2008)

During the financial year 2017-18, the Company's Employee Stock Option plan 2014 was property in place and in terms of the SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time, the Nomination, Remuneration & Compensation Committee of the Board administered and monitored the Amended and Restated Career Launcher Employee Stock Options Plan 2014 ("CL ESOP Plan 2014" or "ESOP Scheme").

The Company did not make any grant under the CL ESOP Plan 2014 during the financial year 2017-18, and there was no material change made in the CL ESOP Plan 2014 during the financial year 2017-18.

A certificate from M/s. Haribhakti & Co., LLP, Chartered Accountants with regards to the implementation of the Company's Employee Stock Option Scheme in Line with SEBI (Share Based Employees Benefits) Regulations, 2014 would be placed at the ensuing Annual General Meeting.

The details as required to be disclosed under Companies Act 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014 forms part of Annexure IX of the Directors' Report- "Disclosures and details of CL ESOP PLan 2014".

27. Disclosure of Energy conservation, Technology Absorption & Foreign Exchange Earnings & Outgo

The Company does not carry any manufacturing activity, thus, disclosures requirements under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8 (3) of the Companies Accounts Rules, 2014 are not applicable to the Company. However, wherever passible and feasible, continuous efforts have been made for conservation of energy and to minimize energy cost and to upgrade the technology with a view to increase the efficiency and to reduce cost of operations.

During the year under review, the Foreign Exchange earnings and outgo are as follows: The foreign exchange earnings (on Standalone basis) are detailed below:

Â	Â	(Rs. in Lacs)
Particulars	FY 2018	FY 2017
Test preparation training services	228.74	275.84
Sale of study Material	288.02	221.65
Total	516.76	497.45

The foreign exchange outgo (on Standalone basis) are detailed below:

Â	Â	(Rs. in Lacs)
Particulars	FY 2018	FY 2017
Travelling and conveyance	9.41	6.20
Bank charges	7.77	5.52
Rent	106.93	54.94
Salary and wages	259.45	128.88
Faculty expenses	61.91	80.48
Others	380.11	553.35
Total	825.58	829.37

28. 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 (IEPF) as per the provisions of Section 125(2) of the Companies Act, 2013.

29. Buy Back of Securities

Your Company did not carry out buy back of any securities during the year under review.

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

The Company complies with the mandatory Secretarial Standards issued by Institute of Company Secretaries of India (ICSI).

31. Statement of Deviation(s) or Variation(s), if any, in the Projected Utilization of Net Proceeds

Pursuant to Regulation 32(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Statement of Deviation(s) or Variation(s), if any in the Projected Utilization of Net Proceeds from the Initial Public offer (IPO) of the Company stating that there was no deviation in the use of proceeds from the objects stated in the Offer Document. Neither was there any deviation between the actual expenditure and the projected utilisation of funds made by it in its Offer Document as reviewed by the Board at its meeting dated May 23, 2018 for financial year ended March 31, 2018 is reproduced hereunder.

(Rs. in Lacs)

S. No.	Particulars	Projected utilization of Net proceeds	Actual utilization of Funds till March 31, 2018
1.	Meeting working capital requirements of CL Educate and its subsidiaries namely Kestone Integrated Marketing Services Private Limited and GK Publications Private Limited	5,250.00	4,643.13
2.	Repayment of loan taken by Career Launcher Infrastructure Private Limited(A step down subsidiary) from HDFC Bank Limited	1,860.40	1,860.40
3.	Acquisitions and other strategic initiatives	2,000.00	1,835.11
4.	General corporate purposes	*1,010.25	-
Â	Total	10,120.65	8,338.64

*Post Finalization of IPO Expenses

The aforesaid statement, as reviewed by the Audit Committee of the Company, is also available on the website of the Company (www.cleducate.com).

32. Directors' Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) in the preparation of the Annual Accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at end of Financial Year ended March 31, 2018 and Loss of the Company for that period;

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

d) the Directors have prepared the Annual Financial Statements on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating efficiently; and

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

33. Acknowledgement

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

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

For and on behalf of Board of Directors of	Â
CL Educate Limited	Â
sd/-	sd/-
Gautam Puri	Nikhil Mahajan
Vice Chairman &MD	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	Â
Date: July 06, 2018	Â

Annexures to Board's Report 2018

Annexure I: Form AOC -1 Features of Financial Statement of Subsidiaries

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/ associate companies/ joint ventures

PART "A": Subsidiaries1

Â	Â	Â	Â		Â	Â	Â	Â	Â	Â
s. No.	Particulars	1	2		3	4	5	6	7	8
1	Name of the Subsidiary	Kestone Integrated Marketing Services Private Limited	Kestone CL Asia Hub Pte. Ltd., Singapore2		GK Publications Private Limited	CL Media Private Limited	Accendere Knowledge Management Services Private Limited3	Career Launcher Education Infrastructure and Services Limited	Career Launcher Infrastructure Private Limited4	ICE Gate Educational Institute Private Limited5
2	Financial Period Ended	31.03.2018	31.03 2018		31.03. 2018	31.03. 2018	31.03. 2018	31.03. 2018	31.03. 2018	31.03. 2018
3	Reporting Currency and Exchange Rate	INR	SGD	INR	INR	INR	INR	INR	INR	INR
4	Share Capital (Nos. of Equity & Preference shares) (In No.)	1,000,000	514,001	514,001	190,000	10,000	12,000	9,447,606	248,468	10,000
5	Reserves & Surplus	3,179.22	(3.79)	(185.50)	(304.01)	4,593.57	(53.12)	7,49788	1,907.96	24.25
6	Total Assets	7,231.64	1.35	67.19	3,746.55	6,842.58	228.72	10,522.59	4,230.34	584.55
7	Total Liabilities	7,231.64	1.35	67.19	3,746.55	6,842.58	228.72	10,522.59	4,230,34	584.55
8	Investments	255.07	-	-	-	-	-	7,984.18	-	-
9	Turnover	9,815.48	14.46	694.80	1,884.12	4,084.07	227.81	138.72	81.83	661.47
10	Profit /(Loss) Before Taxation (PBT)	505.68	0.01	(10.08)	(154.88)	820.34	34.57	(135.82)	27.08	4.11
11	Provisions for Taxation6	172.77	-	-	(21.75)	216.32	(1.21)	13.16	-	1.48
12	Profit/ Loss from Discontinued operations	Â	Â	Â	Â	Â	Â	12.81	2.47	Â
13	Tax expenses of Discontinued operations	Â	Â	Â	Â	Â	Â	Â	Â	Â
14	Profit for the Year from discontinuing operations	Â	Â	Â	Â	Â	Â	12.81	2.47	Â
15	Profit /(Loss) After Taxation (PAT)	332.91	0.01	(10.08)	(133.13)	604.02	35.78	(136.17)	29.55	2.63
16	Dividend	Nil	Nil		Nil	Nil	Nil	Nil	Nil	Nil
17	% of share Holding	100%	100%		100%	100%	100%	100%	100%	50.70%

1 Kestone CL Asia has incorporated a wholly owned subsidiary in USA on March 22, 2018, in the name of Kestone CL US Limited with an Authorised Share Capital of $ 1,000.

2 Subsidiary of Kestone Integrated Marketing Services Private Limited.

3 Accendere Knowledge Management Services Private Limited became a wholly owned subsidiary of the Company pursuant to the purchase of balance 49% i.e. 5880 no. of equity shares of Accendere Knowledge Management Services Private Limited by the Company on April 12, 2017.

4 Wholly owned subsidiary of Career Launcher Education Infrastructure & Services Limited.

5 Pursuant to the Share Purchase Cum Shareholders Agreement entered into amongst CL, ICE GATE and its Promoters dated October 18, 2017, CL acquired 50.7% stake (5070 equity shares) in ICE GATE.

6 Provision for taxation include total tax expense as recorded in statement of Profit & Loss account for the financial year 2017-18.

Notes:

1. Names of subsidiaries which are yet to commence operations : Kestone CL US Limited (incorporated on March 22, 2018).

2. Names of subsidiaries which have been Liquidated or sold during the year: None.

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures i. Threesixtyone Degree Minds Consulting Private Limited

NAME OF THE ASSOCIATES/JOINT VENTURES	Threesixtyone Degree Minds Consulting Private Limited
1. Latest audited Balance Sheet Date	March 31, 2018
2. Shares of Associate / Joint Ventures held by the Company on the year end	March 31, 2018	March 31, 2018
No.	909 Equity shares	4,00,000, 5% Compulsorily Convertible Preference Shares (CCPS)
Amount of Investment in Associate/Joint Venture	Rs. 49,99,500	Rs. 4,00,00,000
Extend of Holding %	4.43%	76.92%
3. Description of how there is significant influence	361DM is an Associate Company of CL Educate. CL has representation on the board of 361DM and it also participates in all significant financial and operating decisions.
4. Reason why the associate/joint Venture is not consolidated	Consolidated using Equity method of Accounting
5. Net worth attributable to Shareholding as per latest audited Balance Sheet	Rs. 32.10 lacs
6. Profit / Loss for the year	? 54.97 lacs Total Loss for the year; Rs. 18.06 lacs Profit after the date of acquisition; Rs. 0.80 lacs Company's share in the profit of 361DM.
i. Considered in Consolidation	As above
ii. Not Considered in Consolidation	As above

ii B & S Strategy Services Private Limited*

NAME OF THE ASSOCIATES/JOINT VENTURES	B & S Strategy Services Private Limited;
1. Latest audited Balance Sheet Date	March 31, 2018
2. Shares of Associate / Joint Ventures held by the Company on the year end	March 31, 2018
No.	7526 Equity shares
Amount of Investment in Associate/Joint Venture	Rs. 459,620,652
Extend of Holding %	43.40%
3. Description of how there is significant influence	The Company through its Wholly Owned Subsidiary Company, Career Launcher Education Infrastructure and Services Limited (CLEIS) held 43.40% of the voting rights in B&S Strategy Services Private Limited ("B&S or Eduvisors") and pursuant to Shareholders Agreement dated March 16, 2017, the Company had representation on the Board of B&S and participaton in all significant financial and operating decisions.
4. Reason why the associate/joint Venture is not consolidated	Consilidation of associates has been carried out as per IndAS 110
5. Net worth attributable to Shareholding as per latest audited Balance Sheet	Rs. 2,120.62 Lacs
6. Profit / Loss for the year	Rs. 16.90 lacs Loss for the year Rs. 13.81 lacs Profit after the date of acquisition Rs. 6.00 lacs Company's share in the profit
i. Considered in Consolidation	Yes
ii. Not Considered in Consolidation	NA

During the financial year 2017-18, the Company, through its Wholly Owned Subsidiary Company, Career Launcher Education Infrastructure and Services Limited (CLEIS) held 43.40% of the voting rights in B&S Strategy Services Private Limited ("B&S or Eduvisors") and pursuant to Shareholders Agreement dated March 16, 2017, the Company had representation on the Board of B&S and participation in all significant financial and operating decisions. Hence, keeping in mind the Company's significant influence over B&S as associate company of CLEIS, the details of B&S are being shared at the relevant places in this Annual Report.

Notes:

1. Names of associates or joint ventures which are yet to commence operations: None

2. Names of associates or joint ventures which have been liquidated or sold during the year: None

For and on behalf of Board of Directors of	Â	Â
CL Educate Limited	Â	Â
sd/-	sd/-	sd/-
Gautam Puri	Nikhil Mahajan	Rachna Sharma
Vice Chairman & MD DIN: 00033548	Executive Director & Group CEO Enterprise Business	Company Secretary & Compliance Officer ICSI Membership
Â	DIN: 00033404	No.:A17780
sd/-	Â	Â
Sudhir Bhargava	Â	Â
Chief Financial Officer	Â	Â
Place: New Delhi	Â	Â
Date : May 23, 2018	Â	Â

Annexure II: ANNUAL REPORT ON CSR ACTIVITIES

1. A brief outline of the company's CSR policy, including overview of projects or programmes proposed to be undertaken and reference to the web-link to the CSR policy and projects or programmes:

Corporate Social Responsibility (CSR) Policy:

With the advent of the Companies Act, 2013 constitution of a Corporate Social Responsibility Committee of the Board and formulation of a Corporate Social Responsibility Policy became a mandatory requirement. Therefore, the Company seeks to formulate a robust CSR Policy which encompasses its philosophy and guides its sustained efforts for undertaking and supporting socially useful programs for the welfare & sustainable development of the society.

A. CSR Vision:

To accomplish passionate commitment to the social obligation towards social, financial and educational upliftment of people belonging to economically weaker sections of the society.

B. Constitution of CSR Committee:

Pursuant to Section 135 (1) of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, both of which came into force on 1st day of April 2014, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any Financial Year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.

In compliance with the above provisions, the Corporate Social Responsibility (CSR) Committee of the Company was constituted on April 29 2014 and thereafter reconstituted on March 13, 2018, to comprise of:

S. No	NAME OF DIRECTOR	DESIGNATION ON COMMITTEE	DESIGNATION ON BOARD
1.	Mr. Paresh Surendra Thakker1	Chairman	Non-Executive & Independent Director
2.	Mr. Satya Narayanan .R	Member	Chairman & Whole time director
3.	Mr. Gautam Puri	Member	Vice Chairman & Managing Director

1 Mr. Paresh Surendra Thakker, Non-Executive Independent Director of the Company was appointed as Chairman of the CSR Committee on and with effect from March 13, 2018.

C. Duties and responsibilities of the CSR Committee:

The Corporate Social Responsibility Committee shall:

i. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII;

ii. Recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and iii. Monitor the Corporate Social Responsibility Policy of the company from time to time.

iv. The CSR Committee shall monitor the implementation of the CSR Policy and CSR Plan. For this purpose, the CSR Committee shall meet at such intervals, as it may deem necessary.

v. In discharge of CSR functions of the Company, the CSR Committee shall be directly responsible to the Board for any act that may be required to be done by the CSR Committee in furtherance of its statutory obligations, or as required by the Board.

D. Duties and responsibilities of the Board of Directors:

The Board of Directors of the Company shall:

i. After taking into account the recommendations made by the CSR Committee, approve the CSR Policy for the Company and disclose the contents of such policy in its Board Report and also place it on the Company's website.

ii. Ensure that the activities as are included in CSR Policy of the Company are undertaken by the Company.

iii. Ensure that the Company spends, in every Financial Year, at least 2% of the average net profits of the Company made during the three immediately preceding Financial Years in pursuance of its CSR Policy.

The Board shall include in its Report the annual report on CSR Projects as per the format prescribed from time to time.

E. Key Areas of Corporate Social Responsibility:

The Company is eligible to undertake any of the following suitable/rightful activity as specified in Schedule VII to the Act and also amended from time to time

i. Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation and making available safe drinking water;

ii. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;

iii. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

iv. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro-forestry, conservation of natural resources and maintaining quality of soil, air and water;

v. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional art and handicrafts;

vi. Measures for the benefit of armed forces veterans, war widows and their dependents;

vii. Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports;

viii. Contribution to the prime minister's national relief fund or any other fund set up by the central government for socio-economic development and relief and welfare of the scheduled castes, the scheduled tribes, other backward classes, minorities and women;

ix. Contributions or funds provided to technology incubators located within academic institutions which are approved by the central government

x. Rural development projects.

xi. Slum area development."

F. Identification of CSR Projects:

i. CSR Projects need to be identified and planned for approval of the CSR Committee, with estimated expenditure and phase wise implementation schedules.

ii. The Company shall ensure that in identifying its CSR Projects, preference shall be given to the local area and areas around which the Company (including its Units) operates. However, this shall not bar the Company from pursuing its CSR objects in other areas.

iii. As a cardinal principle, the CSR Projects shall be identified on the basis of a detailed assessment survey. Every year, the CSR Budget, along with its implementation schedule shall be presented to the Board, by the CSR Committee, for its approval.

iv. The Chairman and the Managing Director of the Company are authorized severally to decide the Projects to be implemented as approved by the CSR Committee.

v. The CSR Committee may engage external professionals/firms/agencies if required for the purpose of identification of CSR Projects.

G. Implementation of CSR Projects

i. The Company may itself undertake the CSR activities, as per its CSR Policy, as projects, or programs, or activities (either new or outgoing);

ii. The Board of the Company may decide to undertake its CSR activities, approved by the CSR Committee, through a Registered Trust, or a Registered Society, or a Company established by the Company, or its Holding or subsidiary or associate company under Section 8 of the Act, or otherwise;

iii. The Company may also collaborate with other companies, including its Group Companies, for undertaking projects or programs or CSR activities in such a manner that the CSR Committees of respective Companies are in a position to report separately on such projects or programs in accordance with the CSR Rules.

iv. The CSR Committee may engage external professionals/firms/agencies if required, for the purpose of implementation of its CSR Projects.

v. The Company may implement the identified CSR Projects through Agencies, subject to the condition that:

(a) The activities pursued by the Agency are covered within the scope and ambit of Schedule VII to the Act;

(b) The Agency has an established track record of at least three years in undertaking similar programs or projects;

Provided that such expenditure shall not exceed 5% of the total CSR expenditure of the Company in one Financial Year, and the Company shall specify the Project to be undertaken through the Agency, the modalities of utilization of funds on such Projects and the monitoring and reporting mechanism.

vi. The Company may collaborate with other companies, including its holding and subsidiary Companies and Group Companies if required, for fulfilling its CSR objects through the Implementing Agency, provided that the CSR Committees of respective companies are in a position to monitor separately such Projects.

H. Monitoring Mechanism:

The CSR Committee will review and monitor the progress of CSR Project periodically and report to the Board at regular interval.

I. Fund allocation and Others:

CSR Funds

The corpus for the purpose of carrying on the aforesaid activities would include the followings:

i. 2% of the average Net Profits of the Company made during the three immediately preceding Financial Years (calculated in accordance with the provisions of Section 198, excluding any profit arising from any overseas branch or branches of the Company, whether operated as a separate Company or otherwise)

ii. any income arising there from.

iii. surplus arising out of CSR activities carried out by the company and such surplus shall not form a part of business profit of the company.

CSR Expenditure

CSR Expenditure shall include all expenditure including contribution to corpus, for projects or programs relating to CSR activities approved by the Board on the recommendation of its CSR Committee, but will not include any expenditure on an item not in conformity or not in line with activities which fall within the purview of Schedule VII of the Act.

Others

The CSR Committee shall ensure that major portion of the CSR expenditure in the Annual Plan shall be for the Projects as per CSR objectives. However, there shall not be any preference given to any particular projects for budgetary allocation and it shall be made purely as per the identified CSR Projects on need basis.

J. Review Periodicity and amendment:

i. CSR Policy may be revised/modified/amended by the CSR Committee as it may deem fit.

ii. The CSR Committee shall review the Policy every two years unless such revision is necessitated earlier

2. The Composition of the CSR Committee:

Members of the committee are:

i. Mr. Paresh Surendra Thakker* (Chairman, Non-Executive & Independent Director)

ii. Mr. Satya Narayanan .R (Member, Chairman & Whole time Director)

iii. Mr. Gautam Puri (Member, Vice Chairman & Managing Director)

* Mr. Paresh Surendra Thakker, Non-Executive Independent Director of the Company was appointed as Chairman of the CSR Committee on and with effect from March 13, 2018.

Mr. Safir Anand, Non-Executive Independent Director of the Company has resigned from the Board (and hence from the CSR Committee) of the Company on and with effect from Feb 07, 2018.

3. Average net profit of the company for last three Financial Years Rs. 871.60 Lacs

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Rs. 17.43 Lacs

5. Details of CSR spent during the Financial Year:

1	2	3	4	5	6	7	8
S. No.	CSR Project or activity identified	Sector in which the project is covered	Projects or programmes (1) Local area or other (2) Specify the State and district where projects or programs was undertaken	Amount outlay (budget) project or program wise	Amount spent on the projects or programs Subheads (1) Direct expenditure on projects or programs (2) Overheads	Cumulative expenditure upto the reporting period	Amount spent. Direct or through implementing agency
Â	-	-	-	-	-	-	-

6. In case the Company has failed to spend the two percent of the average net profit of the last three Financial Years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board Report.

Though the Company has earmarked the funds for specific CSR activities, and has determined target CSR activities/ projects , in the education space, and in research and Innovation area, to be undertaken, the Company has not been able to spend the mandated amounts on the said activities till date, as the capacities to spend the sanctioned amount were being built, and are now broadly in place and specific projects have been identified

The implementation of the planned activities has thus spilled over to the next Financial Year, the execution of which is expected to be initiated in the Financial Year 2018-19 and should happen over the coming multiple years.

As a socially responsible Company, the Company is committed to increase its CSR impact and spend over the coming years with the aim of playing a larger role in India's sustainable development, and thereby fulfill its Corporate Social Responsibility.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

CSR Committee of the Company certifies that all the CSR activities/ projects earmarked by the Company are in line with the objectives set in the CSR policy of the Company.

For and on behalf of CL Educate Limited	Â	Â
sd/-	sd/-	sd/-
Gautam Puri	Nikhil Mahajan	Paresh Surendra Thakker
Vice Chairman &MD	Executive Director & Group	Chairman of CSR Committee
DIN: 00033548	CEO Enterprise Business	DIN: 00120892
Â	DIN: 00033404	Â
Place: New Delhi	Â	Â
Date: July 06, 2018	Â	Â

Annexure III: Process of Determination of Director's Remuneration

The process of determining the Remuneration of Directors is as under:

1. The general body of shareholders approves the overall maximum managerial remuneration that may be paid to the Directors, generally over a period of 3 years.

2. Within the overall limit approved by the shareholders, the remuneration payable for a particular year is recommended by the Nomination, Remuneration and Compensation Committee (comprising of all non-executive Directors, with majority of them being independent) to the Board.

(a) The NRC Committee sets out the Key Considerations for setting the compensation.

The Key Considerations taken into account by the Nomination, Remuneration and Compensation Committee while recommending the remuneration of Directors are stated hereunder:

i) The provisions of Companies Act, 2013 and any other law for the time being in force relating to Companies;

ii) Market factors;

iii) The executive and operational responsibilities carried out by the Directors for the 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 for attracting new talent in the Company;

v) Compensation trends for the last three years; vi) Inflation;

(b) The NRC Committee also recommends the split between fixed and variable salaries payable to the Executive Directors of the Company, while making specific recommendation for any fiscal

3. Based on the recommendation of the NRC Committee, the Board approves the remuneration payable to the Directors for the year;

4. The Remuneration paid during the year is checked against the estimated Profits of the Company for the year, to comply with the relevant provisions of the Companies Act 2013 and the Rules made thereunder.

Extract of the Recommendation Report issued by the NRC committee for the financial year 2017-18

The table below summarizes the total compensation for the whole time Directors (WTDs)

Table 1 Salary (actually paid) trends for the WTD Financial Year(s) 2015-16 to 2017-18

Â	Â			Â			( Rs in Lacs)
Name of the Executive Director	2015-16			2016-17			2017-18
	Fixed	Variable	Total	Fixed	Variable	Total	Fixed	Variable	Total
Satya Narayanan .R	68.10	Nil	68.10	69.83	Nil	69.83	57.96	Nil	58.46
Gautam Puri	68.10	Nil	68.10	69.83	Nil	69.83	58.61	Nil	57.96
Nikhil Mahajan	67.70	Nil	67.70	69.28	Nil	69.28	51.44	Nil	51.44

For the year 2017-18, the recommended compensation for Mr. Satya Narayanan .R and Mr. Gautam Puri, was Rs. 122.9 Lacs (81.9 Lacs + 41.0 Lacs). It was Rs. 119.4 Lacs (79.4 Lacs + 39.7 Lacs) for Mr. Nikhil Mahajan.

The Executive Directors of the Company did not take any variable compensation for the year 2017-18.

Specific Recommendation for Fiscal 2017-18

Increase fixed and variable compensation by 9% each

Considering the inflation (CPI) in the year 2016 was 4.97%. In addition, AON Hewitt report on compensation trends pegs average increase for Top Management in service sector at 9%

Keeping in mind above mentioned factors, the committee recommends a 9% increase in the total compensation for the Directors, to be paid subject to the compliance with the provisions of the Companies Act, 2013:

Table 2 Recommended Salary for Executive Directors for 2017-18

Â	Â	Â	(Rs. in Lacs)
Name of the Executive Director	Fixed Compensation	Variable Compensation	Total Compensation
Satya Narayanan .R	81.90	41.00	122.90
Gautam Puri	81.90	41.00	122.90
Nikhil Mahajan	79.70	39.70	119.40

In view of the Committee the variable part of the compensation should be paid based on the business performance of the Company with equal weight being ascribed to Revenue and Profitability.

Table 3 Recommended Commission for Non-Executive Independent Directors for the Financial Year 2017-18

Â	(Rs. in Lacs)
Name of the Non-Executive Directors	Commission Payable for 2017-18
Mr. Sridar lyengar	0.25% of the net profits
Mr. Safir Anand1	0.15% of the net profits
Mr. Viraj Tyagi	0.15% of the net profits
Mr. Paresh Surendra Thakker	0.15% of the net profits
Ms. Madhumita Ganguli	0.15% of the net profits
Mr. Sushil Kumar Roongta2	0.15% of the net profits

1Mr. Safir Anand, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from February 07, 2018.

2Mr. Sushil. Kumar Roongta has been appointed as Additional. (Non-Executive Independent) Director on the Board of the Company on and with effect from March 13, 2018.

For and on behalf of Board of Directors of CL Educate Limited
sd/-	sd/-
Gautam Puri Vice Chairman & MD DIN: 00033548 Address: R-90, Greater Kailash-I,	Nikhil Mahajan Executive Director & Group CEO Enterprise Business DIN: 00033404
New Delhi -110 048	Address: House No. 457, Sector-30
Â	Faridabad - 121 003, Haryana
Place: New Delhi	Â
Date: July 06, 2018	Â

Annexure IV: Particulars of Employees

Particulars of Employees and Related disclosure

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

1. The ratio of the remuneration/commission of each Director to the median remuneration of the employees of the Company for the Financial Year 2017-18:

Â	(Rs. in Lacs)
Name of the Directors	Ratio to median remuneration
Non-Executive Directors	Â
Mr. Sridar lyengar	NA
Mr. Viraj Tyagi	NA
Mr. Gopal Jain1	NA
Ms. Sangeeta Modi2	NA
Mr. Kamil Hasan3	NA
Mr. Paresh Surendra Thakker4	NA
Mr. Madumita Ganguli4	NA
Mr. Sushil Kumar Roongta5	NA
Mr. Safir Anand6	NA
Executive Directors	Â
Mr. Satya Narayanan .R	28.80
Mr. Gautam Puri	28.55
Mr. Nikhil Mahajan	25.34

1The Designation of Mr. Gopal Jain* (DIN: 00032308) has been changed from Non-Executive Nominee Director to Non-Executive Non Independent Director on Board of the Company on and wit,

effect from July 24, 2017.

2Ms. Sangeeta Modi, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from July 03, 2017.

3Mr. Kamil Hasan, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from May 01, 2017.

4Ms. Madhumita Ganguli & Mr. Paresh Surendra Thakker have been appointed as Non-Executive Independent Directors on the Board of the Company on and with effect from July 02, 2017.

5Mr. Sushit Kumar Roongta has been appointed as Additional (Non-Executive Independent) Director on the Board of the Company on and with effect from March 13, 2018.

8Mr. Safir Anand, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from February 07, 2018.

In view of the losses incurred by the Company during the financial year 2017-18, Nil amount of commission is to be paid to Non-Executive Directors of the Company pertaining to the financial year 2017-18.

2. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the Financial Year 2017-18:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the Financial Year
Mr. Satya Narayanan .R, Chairman & Executive Director	(16.28%)
Mr. Gautam Puri, Vice Chairman & Managing Director	(17.00%)
Mr. Nikhil Mahajan, Executive Director & Group CEO Enterprise Business1	(25.75%)
Mr. SudhirBhargava, CFO2	NA
Ms. Rachna Sharma, Company Secretary & Compliance Officer	21.59%

1 The Designation of Mr. Nikhil Mahajan has been changed from Executive Director & CFO to Executive Director & Group CEO Enterprise Business on and with effect from July 02, 2017.

2 Mr. Sudhir Bhargava, has been appointed as CFO of the Company on and with effect from July 02, 2017.

3. The percentage increase/decrease in the median remuneration of employees in the Financial Year: There was an increase of (approx.) 17.76% in median remuneration of employees in the Financial Year 2017-18 as against increase of (approx.) 18.32% the previous financial year.

4. The number of permanent employees on the rolls of Company: The Company had 404 permanent employees, as on March 31, 2018 as against 318 as on March 31, 2017 The new additions are on account of the acquisition of the ETEN business division of Pearson and the launch of a new Campus Recruitment Training division.

5. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase in the salaries of employees other than the managerial personnel in the Financial Year 2017-18 was (approx.) 24.89%, whilst the managerial remuneration decreased by (approx.) 19.66%. The primary reason for the decline in managerial remuneration was on account of the whole time directors foregoing their salary for the Jan- March quarter of 2018 on account of not so healthy business performance and outcomes..

6. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company.

Note:

1. Managerial personnel includes only Managing Director & Whole-Time Directors of the Company.

For and on behalf of Board of Directors of CL Educate Limited
sd/-	sd/-
Gautam Puri	Nikhil Mahajan
Vice Chairman &MD DIN: 00033548 Address: R-90, Greater Kailash-I, New Delhi -110 048	Executive Director & Group CEO Enterprise Business DIN: 00033404 Address: House No. 457, Sector-30 Faridabad-121003, Haryana
Place: New Delhi	Â
Date: July 06, 2018	Â

Annexure V:

Remuneration to top ten employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014

(a) Remuneration paid in Financial Year 2017-18 to Whole Time Directors:

Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	(Rs. in Lacs)
s. No.	Name of the Employee	Designation	Remuneration paid in Financial Year 2017-18	Nature of employment	Educational Qualification	Experience (in years)	Date of Joining	Age	Previous employment	Equity holding in the Company as on March 31, 2018	Name of director or manager who is the relative of Employee
1	Satya Narayanan .R	Chairman and Whole-Time Director	58.46	Whole Time Employee	B.Sc (Computer Science), PGDM.IIM (Bangalore)	20	25.04.1996 Since Incorporation	47	Marketing Executive, Ranbaxy Laboratories Limited (1993-95)	2262579	None
2	Gautam Puri	Vice Chairman and Managing Director	57.96	Whole Time Employee	B.E. (Chem.), PGDM.IIM (Bangalore)	20	25.04.1996 Since Incorporation	53	Vam Organics Chemicals Limited	2262579	None
3	Nikhil Mahajan1	Executive Director & Group CEO Enterprise Business	51.44*	Whole Time Employee	B.Tech (Elect), PGDM.IIM (Bangalore),	19	28.12.1998	47	Executive Assistant, Modipon Fibers Company (1996-98)	29817	None

1 The Designation of Mr. Nikhit Mahajan has been changed from Executive Director & CFO to Executive Director & Group CEO Enterprise Business on and with effect from July 02, 2017.

* This includes an amount equivalent to 10,000 AED per month, which is paid to Mr. Nikhit Mahajan from the Company's Dubai business operations. During 2017-18, this amount has been paid to Mr. Nikhit Mahajan for 6 months onty, and the rest shall be paid in financial year 2018-19.

(b) Remuneration paid in Financial Year 2017-18 to Employees other than Whole Time Directors:

Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	(Rs. in Lacs)
s. No.	Name of the Employee	Designation	Remuneration paid in Financial Year 2017-18	Nature of employment	Educational Qualification	Experience (in years)	Date of Joining	Age	Previous employment	Equity holding in the Company as on March 31, 2018	Name of director or manager who is the relative of Employee
4	Sudhir Bhargava2	President	49.48	Whole Time Employee	MBA FMS, DU B.E. (Meoh)	23	27.06.2017	49	Info Edge (India) Ltd.	50	None
5	Sanjeev Srivastava	President, EBG	46.25	Whole Time Employee	B.A. (Economics) DU, MA Sociology	21	01.10.2010	57	Allahabad Bank, Bank of Punjab, The Times Bank and HDFC Bank Limited and Kotak Mahindra Bank	27532	None
6	Ajit Kumar	President	40.29	Whole Time Employee	B.Com, Osmaniya University	16	0704.2008	47	T.I.M.E.	1000	None
7	Sujit Bhattacharyya	Chief Digital Officer	34.50	Whole Time Employee	B.Tech (Elect.) IIT Kharagpur PGDM, IIM (Bangalore)	16	01.04.2015	50	Wipro and Dharma Systems	203062	None
8	Arjun Wadhwa3	Vice President	34.21	Whole Time Employee	PGPM(MDI)	16	12.04.2017	38	Goals for Souls	627	None
9	Himanshu Jain	President	33.29	Whole Time Employee	B.com, DU	23	28.09.2011	45	KarROX Technologies Ltd, iProf Learning Solutions India Ltd, Sri Sidharth Industries and STG International Ltd	596	None
10	Byomkesh Kumar4	Vice President	31.99	Whole Time Employee	PGDM, IIM (Kozhikode)	11	16.06.2017	39	WizIQ, Just eat, SYNOPSYS, Mentor Graphics, Reliance Infocom	Nil	None

Mr. Sudhir Bhargava was appointed! as the Chief Financial Officer and Key Managerial Personnel of the Company on and with effect from July 02, 2017. 3Mr. Arjun Wadhwa has joined the Company on and with effect from April. 12, 2017. 4Mr. Byomkesh Kumar has joined the Company on and with effect from June 16, 2017.

For and on behalf of Board of Directors of	Â
CL Educate Limited	Â
sd/-	sd/-
Gautam Puri Vice Chairman & MD DIN: 00033548 Address: R-90, Greater Kailash-I,	Nikhil Mahajan Executive Director & Group CEO Enterprise Business DIN: 00033404 Address: House No. 457, Sector- 30,
New Delhi - 110 048	Faridabad - 121 003, Haryana
Place: New Delhi Date: July 06, 2018	Â

Annexure VI: AOC - 2 Contracts/ Arrangements with Related Parties

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and

Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm's length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis:-There were no contracts or arrangements or transactions entered into by the Company with any of its Related Parties during the financial year ended March 31, 2018, which were not at arm's Length basis.

2. Details of contracts or arrangements or transactions at Arm's length basis.- The details of material contracts or arrangements or transactions at arm's Length basis for the financial year ended March 31, 2018 are as follows:-

(Rs. in Lacs)

Name(s) of the related party and nature of relationship	Nature of Contracts/ arrangement/ transactions	Duration of the contracts / arrangements/ transactions	Salient terms of the contracts or arrangements or transactions including the value, if any	Date(s) of approval by the Board of CL Educate Ltd.	Amount paid as advance (if any)	Cumulative Amount of Transaction During the Financial Year ended 31.03.2018
CL&CL Media Private	Content Development by	These are routine and Regular Intra-	CL to license its entre content and to allow CLM to	17.05.2017 and 24.08.2017	Nil	240.00
Limited (CLM), Wholly owned Subsidiary	CLM for CL and monetization of academic Assets	Group Transactions, which are carried out on a continuing Basis. The contracts are also renewed accordingly. This particular contract was active throughout 2017-18.	monetize it.	Â	Â	Â
			CL charge Certain % of the revenue as revenue share from CLM on account of licensing of IPR
			CL to pay Rs. 25 Lacs p.a. for the projects running at Chhattisgarh, Jharkhand, MP, UP, Gujarat & Odisha respectively for the content management/ upgradation.
CL&CL Media Private Limited, Wholly owned Subsidiary	Material Purchase and Sale. Sale of books by CL Media to CL	These are routine and Regular Intra-Group Transactions, which are carried out on a continuing Basis. The contracts are also renewed accordingly. This particular contract was active throughout 2017-18.	CLM to publish all the course books for CL and to sell to CL at 'an upto 65% discount to the MRP' as is a standard industry practice. This also enables CLM to take significant benefit of the tax exemption of its unit in Uttarakhand	17.05.2017	Nil	1,024.11
CL & Ms. Sapna Puri, Wife of Mr. Gautam Puri, Vice Chairman & Managing Director	Payment of Remuneration	Contract not expiring in 2017-18	Remuneration is equivalent to people with similar background and similar experience.	17.05.2017	Nil	4.49

CL & GK Publications Private Limited (GKP), Wholly owned Subsidiary	Material Purchase and Sale. Sale of books by GKP to CL.	These are routine and Regular Intra-Group Transactions, which are carried out on a continuing Basis. The contracts are also renewed accordingly. This particular contract was active throughout 2017-18.	CL purchases some books directly from GKP and provides these as additional support for its students. These books are purchased at 15-40% discount to the MRP which are more or less the same terms at which GKP sells to outside distributors or dealers	17.05.2017	Nil	53.85
CL Media Private Limited (CLM) - Mr. R Sreenivasan Brother of Mr. Satya Narayanan .R, Chairman and Executive Director	Payment of Salary	Employment Contract (Appointment Letter dated 01.04.2014)	Salary is equivalent to people with similar background and similar experience	17.05.2017	Nil	34.00
CL Media Private Limited (CLM) & GK Publications Private Limited (GKP) Group entities	Material Purchase	These are routine and Regular Intra-Group Transactions, which are carried out on a continuing Basis. The contracts are also renewed accordingly. This particular contract was active throughout 2017-18.	CLM publishes all the course books for GKP and sells to GKP at a 60% discount to the MRP as is a standard industry practice. This also enables CLM to take significant benefit of the tax exemption of its unit in Uttarakhand.	17.05.2017	Nil	1416.00
CL Media Private Limited (CLM) - Mr. R Shiva Kumar Brother in law of Mr. Satya Narayanan .R, Chairman and Executive Director	Salary	Appointed as Whole time Director for period of 3 years i.e. from 01.04.2015 to 31.03.2018	Salary is equivalent to people with similar background and similar experience.	17.05.2017	Nil	35.00
CL & Kestone Integrated Marketing Services Private Limited (Kestone), Wholly owned Subsidiary	Infrastructure servicing/ Leasing by Kestone for some of CL center's	These are routine and Regular Intra-Group Transactions, which are carried out on a continuing Basis. The contracts are also renewed accordingly. This particular contract was active throughout 2017-18.	For All Government projects in which purchase of fixed assets is prohibited by the Government CL leases the same from Kestone. Before the start of the project CL had called for 3 quotations and Kestone was closed at the lowest quotation point including some manpower cost allocation.	17.05.2017	Nil	Nil

CL& Career Launcher Education Infrastructure and Services Limited (CLEIS) , Wholly owned Subsidiary	Cost Sharing for shared infrastructure and various common administrative expenses by CLEIS	These are routine and Regular Intra-Group Transactions, which are carried out on a continuing Basis. The contracts are also renewed accordingly. This particular contract was active throughout 2017-18.	The infrastructure at Corporate office is co- shared with CLEIS and since is owned by CL it was agreed that CLEIS will pay an amount proportionate to the usage by it. It includes the operating running and electricity cost for an area of approximately 1650 Sqft including some manpower cost allocation	17.05.2017	Nil	Nil
Career Launcher Infrastructure Private Limited (CLIP) & Nalanda Foundation	Leasing out of infrastructure facilities for Indus World Schools.	Â	CLIP has given infrastructure to Nalanda Foundation for running the schools. In return NF pays a certain % of revenue to CLIP and this % Is almost similar or in range to what NF pays to outside infrastructure providers. Additionally NF pays CLIP interest at 5 BP higher than the rate CLIP has borrowed money from lenders for amounts outstanding.	17.05.2017	Nil	282.00
CL & 361Degree Mind Consulting (361 DM) Associate Company	License rights of Software	These are routine and Regular Intra-Group Transactions, which are carried out on a continuing Basis. The contracts are also renewed accordingly. This particular contract was active throughout 2017-18.	CL holds sub 10% equity in 361 DM directly and through its Chairman and VC. CL has jointly developed products with 361 DM the IP of which belongs to each ones contribution respectively. Since the product runs of 361 DM platform CL pays on a per license basis to 361 DM at a rate which has been commercially agreed between CL and 361 DM.	17.05.2017	Nil	51.58
CL & Anand & Anand Law Firm, Mr. Safir Anand is a partner in M/s Anand & Anand	Most of the Intellectual Property related legal matters of CL are handled by M/s Anand & Anand	Most of the Intellectual Property related legal matters of CL are handled by M/s Anand & Anand	Not a Related party transaction since the transaction between CL and M/s Anand & Anand does not exceed 2% or 50 Lacs whichever is higher.	17.05.2017	Nil	12.30
CL&CL Media Private Limited (CLM), Wholly owned Subsidiary	Cost Sharing for shared infrastructure and various common administrative expenses by CL Media	These are routine and Regular Intra-Group Transactions, which are carried out on a continuing Basis. The contracts are also renewed accordingly. This particular contract was active throughout 2017-18.	The infrastructure at Corporate office is co- shared with CL Media and it has been agreed that CL Media will pay an amount proportionate to the usage by it. It includes the operating, running and electricity cost for an area of approximately 4300 Sq ft. including some manpower cost allocation.	17.05.2017	Nil	60.00

Aooendere Knowledge Management Services Pvt. Ltd. (AKMS) & CL Media Private Limited (CLM) Group entities	Research related Services rendered to/by CL Media	These are routine and Regular Intra-Group Transactions, which are carried out on a continuing Basis. The contracts are also renewed accordingly. This particular contract was active	Service rendered by CLM	17.05.2017	Nil	Nil
Â	Â	throughout 2016-17.	Service rendered to CLM	17.05.2017	Nil	277.59
CL&CL Media Private Limited (CLM), Wholly owned Subsidiary	Allocation of Manpower Cost in relation to shared staff (Support)	These are routine and Regular Intra-Group Transactions, which are carried out on a continuing Basis. The contracts are also renewed accordingly. This particular contract was active throughout 2017-18.	CL Educate and CL Media have entered into an arrangement whereby an appropriate portion of the salaries of certain support staff, based broadly on their respective contribution to CL Media is allocated / debited to CL Media.	17.05.2017	Nil	124.00
CL & Kestone Integrated Marketing Services Private Limited (Kestone), Wholly owned Subsidiary	Allocation of Manpower Cost in relation to shared staff (Support)	These are routine and Regular Intra-Group Transactions, which are carried out on a continuing Basis. The contracts are also renewed accordingly. This particular contract was active throughout 2017-18.	CL Educate and Kestone have entered into an arrangement whereby an appropriate portion of the salaries of certain support staff, based broadly on their respective contribution to Kestone is allocated / debited to Kestone	17.05.2017	Nil	199.00
CL & Bilakes Consulting Private Limited (Bilakes) Corporate Promoter of the Company	Bilakes has agreed to provide certain business (consultancy) services to CL over the next 24 months. The maximum amount CL can pay under this arrangement is Rs 125 Lacs, of which about Rs 95 Lacs has been paid as business advance during the year 2015-16.	Business (consultancy) services to CL	Â	17.05.2017	Nil	Nil

CL&GK Publications Private Limited (GKP), Wholly owned Subsidiary	Cost Sharing for shared infrastructure and various common administrative expenses by GKP	These are routine and Regular Intra-Group Transactions, which are carried out on a continuing Basis. The contracts are also renewed accordingly. This particular contract was active throughout 2017-18.	The infrastructure at registered office is co- shared with GKP and since the infrastructure is owned by CL it has been agreed that GKP will pay an amount proportionate to the usage by it. It includes the operating, running electricity costs etc.	29.05.2017	Nil	24.00
CL & Accendere Knowledge Management Services Pvt. Ltd. (AKMS), Wholly owned Subsidiary	Cost Sharing for shared infrastructure and various common administrative expenses by AKMS	These are routine and Regular Intra-Group Transactions, which are carried out on a continuing Basis. The contracts are also renewed accordingly. This particular contract was active throughout 2017-18.	The infrastructure at registered office is co- shared with AKMS and since is owned by CL it was agreed that AKMS will pay an amount proportionate to the usage by it. It includes the operating, running electricity costs etc.	24.08.2017	Nil	Nil
CL & Alma Connect Solutions Private Limited, Related Party as per Section 2(76) of the Companies Act, 2013	Expenses for developing admission related digital product	Â	The digital product which the Company is proposing to develop is based on CL's requirements. CL has negotiated with vendor and believes that the cost of the transaction seems prudent, basis assumptions of quality of manpower and time.	13.10. 2017 and 21.11.2017	Nil	20.00
CL & Kestone Integrated Marketing Services Private Limited	Kestone executed and managed 'MeltingPot2020 Innovation Summit', an event of CL	Â	Kestone has charged CL with the Actual cost incurred + 10% markup, which it charges to its other customers/clients.	02.02.2018	Nil	112.69
(Kestone), Wholly owned Subsidiary	Kestone executed and managed 'InQuizitive Minds', a country-wide Quiz contest for CL	Â	Kestone has charged CL with the Actual cost incurred + 10% markup, which it charges to its other customers/clients	02.02.2018	Nil	118.39
Â	Website of WAIN (Worldwide Academia Industry Network), an online platform for research & Innovation, designed & developed by Kestone for CL	Â	Quotations received from some parties. Kestone, with the lowest amongst them, was assigned the project.	02.02.2018	Nil	22.50

Kestone Integrated Marketing Services Private Limited (Kestone) & CL Media Private Limited (CLM), Wholly owned Subsidiary

Kestone has designed & developed the website of CLM

Â

Quotations received from some parties. Kestone, with the lowest amongst them, was assigned the project.

02.02.2018

Nil

17.50

For and on behalf of Board of Directors of CL Educate Limited	Â
sd/-	sd/-
Gautam Puri	Nikhil Mahajan
Vice Chairman & MD	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	Â
Date: July 06, 2018	Â

92

Annexure VII:

FORM NO. M6T 9

EXTRACT OF ANNUAL RETURN

As on the Financial Year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1.	CIN	L74899DL1996PLC078481
2.	Registration Date	April 25, 1996
3.	Name of the Company	CL Educate Limited
4.	Category/Sub-category of the Company	Listed Public Limited Company / Limited by Shares
5.	Address of the Registered office & contact details	A-41, Espire Building, Lower Ground Floor, Mohan Co-operative Industrial Area, Main Mathura Road, New Delhi - 110 044 Tel. No.: [phone], Fax No.: +91 11 - 4128 1101
6.	Whether Listed company	Yes
7.	Name, Address & contact details of the Registrar & Transfer Agent, if any.	Karvy Computershare Private Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032, Telangana State Tel. No.: [phone], Email Id: [email protected] Website: karisma.karvy.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

s. No.	Name and Description of main products / services	NIC Code of the Product/service*	% (approximately) to total turnover of the company
1	Education	8550 - Educational Support Services	100%

*As per National Industrial Classification 2008

III. PARTICULARS OF HOLDING /SUBSIDIARY AND ASSOCIATE COMPANIES (as on March 31, 2018)

S. No.	Name and Address of the Company	CIN/6LN	Holding / Subsidiary/ Associate	% of shares held	Applicable Section
1	Kestone Integrated Marketing Services Private Limited (Kestone India)	U73100DL1997PTC186183	Subsidiary	100.00%	2(87)(ii)
2	Kestone CL Asia Hub Pte. Ltd. (Singapore)	Registration Number : 200715067R	Indirect Subsidiary	100.00% by Kestone India	2(87)(ii)
3	G K Publications Private Limited	U22110DL2001PTC111015	Subsidiary	100.00%	2(87)(ii)
4	CL Media Private Limited	U74300DL2008PTC173449	Subsidiary	100.00%	2(87)(ii)
5	Accendere Knowledge Management Services Private Limited1	U74900TN2008PTC0693392	Subsidiary	100.00%	2(87)(ii)
6	Career Launcher Education Infrastructure and Services Limited (CLEIS)	U70101DL2005PLC137699	Subsidiary	100.00%	2(87)(ii)
7	Career Launcher Infrastructure Private Limited	U45200DL2008PTC174240	Indirect Subsidiary	100.00% by CLEIS	2(87)(ii)
8	ICE Gate Educational Institute Private Limited3	U80300GJ2015PTC084170	Subsidiary	50.70%	2(87)(ii)

9	Kestone CL US Limited4	Â	Indirect Subsidiary	100.00% by Kestone CL Asia	2(87)(ii)
10	Threesixtyone Degree Minds Consulting Private Limited5	U74910TN2006PTC060463	Associate	4.43% Equity shares 76.92% CCPS	2(6)
11	B&S Strategy Services Private Limited6	U80904HR2009PTC038966	Associate of CLEIS	43.40% Equity shares by CLEIS	2(6)

1 Accendere Knowledge Management Services Private Limited became a wholly owned subsidiary of the Company pursuant to the purchase of balance 49% i.e. 5880 no. of equity shares of Accendere Knowledge Management Services Private Limited (AKMS) by the Company on April 12, 2017.

2 The CIN No. of the AKMS has been changed to U74900DL2008PTC320628 on and with effect from July 13, 2017, pursuant to the change in registered office of the AKMS from the 'State o Tamil Nadu' to 'NCT of Delhi & Haryana'.

3 ICE Gate Educational Institute Private Limited became a subsidiary of the Company pursuant to the purchase of 50.70% i.e. 5070 no. of equity shares of ICE Gate Educational Institute Private Limited by the Company on October 31, 2017.

4 Kestone CL Asia has incorporated a wholly owned subsidiary in USA in the name of Kestone CL US Limited on March 22, 2018.

5 Threesixtyone Degree Minds Consulting Private Limited became an Associate of the Company pursuant to the purchase of 400,000 CCPS of Threesixtyone Degree Minds Consulting Privatt Limited by the Company on August 17, 2017.

6 The Company, through its Wholly Owned Subsidiary Company, Career Launcher Education Infrastructure and Services Limited (CLEIS) held 43.40% of the voting rights in B&S Strategy Services Private Limited ("B&S or Eduvisors") and pursuant to Shareholders Agreement dated March 16, 2017, the Company had representation on the Board of B&S and participation in all significant financial and operating decisions.

IV. SHARE HOLDING PATTERN (Equity & Preference Share Capital Breakup as percentage of Total Equity & Preference)

(i) (a) Category-wise Equity Share Holding

CATEGORY CODE	CATEGORY OF SHAREHOLDER	NO. OF SHARES HELD AT THE BEGINNING OF THE YEAR 31/03/2017				NO. OF SHARES HELD AT THE END OF THE YEAR 31/03/2018				% CHANGE DURING THE YEAR
		DEM AT	PHYSICAL	TOTAL	% OF TOTAL SHARES	DEMAT	PHYSICAL	TOTAL	% OF TOTAL SHARES
(A)	PROMOTER AND PROMOTER GROUP	Â	Â	Â	Â	Â	Â	Â	Â	Â
1	INDIAN	Â	Â	Â	Â	Â	Â	Â	Â	Â
(a)	Individual /HUF	5516801	0	5516801	38.95	5516801	0	5516801	38.94	-0.01
(b)	Central Government/ State Government(s)	0	0	0	0	0	0	0	0	0
(o)	Bodies Corporate	1253090	0	1253090	8.85	1253090	0	1253090	8.85	0
(d)	Financial Institutions / Banks	0	0	0	0	0	0	0	0	0
(e)	Others	11485	0	11485	0.08	11485	0	11485	0.08	0
Â	Sub-Total A(l) :	6781376	0	6781376	47.88	6781376	0	6781376	47.87	-0.01
2	FOREIGN	Â	Â	Â	Â	Â	Â	Â	Â	Â
(a)	Individuals (NRIs/ Foreign Individuals)	0	0	0	0	0	0	0	0	0
(b)	Bodies Corporate	0	0	0	0	0	0	0	0	0
(o)	Institutions	0	0	0	0	0	0	0	0	0
(d)	Qualified Foreign Investor	0	0	0	0	0	0	0	0	0
(e)	Others	0	0	0	0	0	0	0	0	0
Â	Sub-Total A(2) :	0	0	0	0	0	0	0	0	0
Â	Total A=A(1)+A(2)	6781376	0	6781376	47.88	6781376	0	6781376	47.87	-0.01
Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â
(B)	PUBLIC SHAREHOLDING	Â	Â	Â	Â	Â	Â	Â	Â	Â
1	INSTITUTIONS	Â	Â	Â	Â	Â	Â	Â	Â	Â
(a)	Mutual Funds /UTI	1094053	0	1094053	7.72	1735387	0	1735387	12.25	4.53
(b)	Financial Institutions / Banks	0	0	0	0	1599	0	1599	0.01	0.01

(o)	Central Government/ State Government(s)	0	0	0	0	0	0	0	0	0
(d)	Venture Capital Funds	0	0	0	0	251409	0	251409	1.77	1.77
(e)	Insurance Companies	0	0	0	0	0	0	0	0	0
(f)	Foreign Institutional Investors	904677	0	904677	6.39	1153737	0	1153737	8.14	1.76
(g)	Foreign Venture Capital Investors	0	0	0	0	0	0	0	0	0
(h)	Qualified Foreign Investor	0	0	0	0	0	0	0	0	0
(i)	Others	0	0	0	0	0	0	0	0	0
Â	Sub-Total B(l) :	1998730	0	1998730	14.11	3142132	0	3142132	22.18	8.07
2	NON-INSTITUTIONS	Â	Â	Â	Â	Â	Â	Â	Â	Â
(a)	Bodies Corporate	1639065	12843	1651908	11.66	1492736	12843	1505579	10.63	-1.03
(b)	Individuals	Â	Â	Â	Â	Â	Â	Â	Â	Â
Â	(i) Individuals holding nominal share capital upto Rs.1 lakh	1930474	113982	2044456	14.43	1021122	96867	1117989	7.89	-6.54
Â	(ii) Individuals holding nominal share capital in excess of Rs. 1 lakh	481698	151097	632795	4.47	550328	79156	629484	4.44	-0.02
(o)	Others	Â	Â	Â	Â	Â	Â	Â	Â	Â
Â	CLEARING MEMBERS	87376	0	87376	0.62	12466	0	12466	0.09	-0.53
Â	DIRECTORS	0	7200	7200	0.05	1600	4800	6400	0.05	-0.01
Â	FOREIGN BODIES	946473	0	946473	6.68	946473	0	946473	6.68	0
Â	NON RESIDENT INDIANS	4408	0	4408	0.03	7165	7643	14808	0.1	0.07
Â	NRI NON-REPATRIA TION	8556	0	8556	0.06	8971	0	8971	0.06	0
(d)	Qualified Foreign Investor	0	0	0	0	0	0	0	0	0
Â	Sub-Total B(2) :	5098050	285122	5383172	38.01	4040861	201309	4242170	29.95	-8.06
Â	Total B=B(1)+B(2) :	7096780	285122	7381902	52.12	7182993	201309	7384302	52.13	0.01
Â	Total (A+B) :	13878156	285122	14163278	100.00	13964369	201309	14165678	100.00	0
(C)	Shares held by custodians, against which Depository Receipts have been issued	0	0	0	0	0	0	0	0	0
1	Promoter and Promoter Group	0	0	0	0	0	0	0	0	0
2	Public	0	0	0	0	0	0	0	0	0
Â	GRAND TOTAL (A+B+C):	13878156	285122	14163278	100.00	13964369	201309	14165678	100.00	Â

(i) (b) Category-wise Preference Share Holding

There is no preference shareholding of Company as on March 31, 2018 (ii) Shareholding of Promoter-

S.No.	Shareholder's Name	Shareholding at the beginning of the year (01.04.2017)			Shareholding at the end of the year (31.03.2018)			% change in shareholding during the year
Â	Â	No. of Shares	% of total Shares of the company	% of Shares Pledged/ encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares
1	Mr. Satya Narayanan .R	2262579	15.97	0.00	2262579	15.97	0.00	NIL
2	Mr. Gautam Puri	2262579	15.97	0.00	2262579	15.97	0.00	NIL
3	Mr. Sreenivasan .R	349698	2.47	0.00	349698	2.47	0.00	NIL
4	Mr. Shiva Kumar Ramachandran	349698	2.47	0.00	349698	2.47	0.00	NIL

5	Mr. Sujit Bhattacharyya	203062	1.43	0.00	203062	1.43	0.00	NIL
6	Mr. Nikhil Mahajan	29817	0.21	0.00	29817	0.21	0.00	NIL
7	BiLakes Consulting Private Limited	1253090	8.85	0.00	1253090	8.85	0.00	NIL

(iii) Change in Promoters' Shareholding (please specify, if there is no change): No Change

(iv) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

S.No	Particulars	Shareholding		Date	Increase / Decrease In Share olding
Â	Â	No. of shares at the beginning 31.03.2017/ end of the year 31.03.18	% of total shares of the company
1	GPE (INDIA) LTD	946473	6.68%	01.04.2017	Â
		946473	6.68%	31.03.2018	Â
2	HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED	594233	4.20%	01.04.2017	-
		594233	4.19%	31.03.2018
3	OCEAN DIAL GATEWAY TO INDIA MAURITIUS LIMITED	416308	2.94%	01.04.2017	(156,096)
		260212	1.84%	31.03.2018
4	SUNDARAM MUTUAL FUND A/C SUNDARAM TAX SAVER (OPEN-ENDED) FUND	339923	2.40%	01.04.2017	447,306
		787229	5.56%	31.03.2018
5	HDFC TRUSTEE COMPANY LIMITED - HDFC PRUDENCE FUND	319890	2.26%	01.04.2017	(47,967)
		271923	1.92%	31.03.2018
6	DSP BLACKROCK MICRO CAP FUND	279697	1.97%	01.04.2017	241,995
		521692	3.68%	31.03.2018
7	CANARA HSBC ORIENTAL BANK OF COMMERCE LIFE INSURANCE COMPANY LTD	274954	1.94%	01.04.2017	(39,812)
		235142	1.66%	31.03.2018
8	GAJA TRUSTEE COMPANY PVT LTD	251409	1.78%	01.04.2017	Â
		251409	1.77%	31.03.2018	Â

9	ICICI LOMBARD GENERAL INSURANCE COMPANY LTD	243757	1.72%	01.04.2017	-
		243757	1.72%	31.03.2018
10	MACQUARIE EMERGING MARKETS ASIAN TRADING PTE. LTD.	236604	1.67%	01.04.2017	(68,000)
		168604	1.19%	31.03.2018

(v) Shareholding of Directors and Key Managerial Personnel (as on March 31, 2018):

S.No.	Particulars	Shareholding		Date	Increase / Decrease In Share Holding	Reason	Cumulative Shareholding During The Year (31-03-17 To 31-03-2018)
Â	Â	No. of shares at the beginning 31.03.2017/ end of the year 31.03.18	% of total shares of the company	Â		Â	No. of shares at the beginning 31.03.2017/ end of the year 31.03.18	% of total shares of the company
1	Mr. Satya Narayanan .R	2,262,579	15.97%	01.04.2017	NIL	NA	2,262,579	15.97%
		2,262,579	15.97%	31.03.2018			2,262,579	15.97%
2	Mr. Gautam Puri	2,262,579	15.97%	01.04.2017	NIL	NA	2,262,579	15.97%
		2,262,579	15.97%	31.03.2018			2,262,579	15.97%
3	Mr. Nikhil Mahajan	29,817	0.21%	01.04.2017	NIL	NA	29,817	0.21%
		29,817	0.21%	31.03.2018			29,817	0.21%
4	Mr. Sridar lyengar	2,400	0.02%	01.04.2017	800	ALotted under ESOPs	2,400	0.02%
		3,200	0.02%	31.03.2018			3,200	0.02%
5	Mr. Viraj Tyagi	2,400	0.02%	01.04.2017	800	Alotted under ESOPs	2,400	0.02%
		3,200	0.02%	31.03.2018			3,200	0.02%
6	Mr. Paresh Surendra Thakker	NA	NA	01.04.2017	NIL	NA	NA	NA
		0	0.00%	31.03.2018			0	0.00%
7	Mr. SK Roongta	NA	NA	01.04.2017	NIL	NA	NA	NA
		0	0.00%	31.03.2018			0	0.00%
8	Mr. Gopal Jain	0	0.00%	01.04.2017	NIL	NA	0	0.00%
		0	0.00%	31.03.2018			0	0.00%
9	Ms. Madhumita Ganguli	NA	NA	01.04.2017	NIL	NA	NA	NA
		0	0.00%	31.03.2018			0	0.00%
10	Mr. Sudhir Bhargava, CFO, KMP	NA	NA	01.04.2017	NIL	NA	NA	NA
		50	0.00%	31.03.2018			50	0.00%
11	Ms. Rachna Sharma, (Company Secretary, KMP)	29	0.00%	01.04.2017	NIL	NA	29	0.00%
		29	0.00%	31.03.2018	NIL	NA	29	0.00%

Notes:

* Mr. Kamil Hasan (DIN: 03457252), Non-Executive Independent Director on the Board of the Company resigned from the Board of the Company on and with effect from May 01, 2017.

Ms. Sangeeta Modi (DIN: 03278272), Non-Executive Independent Director of the Company resigned from the Board of the Company on and with effect from July 03, 2017.

* Mr. Safir Anand (DIN: 02117658), Non-Executive Independent Director of the Company resigned from the Board of the Company, and its Committees on and with effect from February 07, 2018.

V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Â	Â	Â	Â	Â	(Rs. in Lacs)
S. No.	Particulars	Secured Loans Excluding Deposits	Unsecured Loans	Deposits	Total Indebtedness
1	Indebtedness at the beginning of the Financial Year (01.04.2017)	Â	Â	Â	Â
Â	i) Principal Amount	259.95	325.82	-	585.77
Â	ii) Interest due but not paid	-	-	-	-
Â	iii) Interest accrued but not due	2.88	3.97	-	6.85
Â	Total (i+ii+iii)	262.83	329.79	-	592.62
Â	Change in Indebtedness during the Financial Year	Â	Â	Â	Â
Â	* Addition	700.00	-	-	700.00
Â	* Reduction	(134.98)	(325.82)	-	(460.80)
Â	Net Change	565.02	(325.82)	-	239.20
2	Indebtedness at the end of the Financial Year (31.03.2018)	Â	Â	Â	Â
Â	i) Principal Amount	824.89	-	-	824.89
Â	ii) Interest due but not paid	-	-	-	-
Â	iii) Interest accrued but not due	1.62	-	-	1.62
Â	Total (i+ii+iii)	826.51	-	-	826.51

The above details do not include the amount of OD limit of Rs. 3148.91 Lacs availed by the Company as on March 31, 2018. VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Â	Â	Â			(Rs. in Lacs)
S. No.	Particulars of Remuneration	Name of MD/WTD/ Manager			Total Amount
		Mr. Satya Narayanan .R	Mr. Gautam Puri	Mr. Nikhil Mahajan
1	Gross salary*	Â	Â	Â	Â
Â	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	58.46	57.96	40.92*	167.86
Â	(b) Value of perquisites u/s 17(2) Income- tax Act, 1961	0.54	0.40	0.40	1.34
Â	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	Â	Â	Â	Â
2	Stock Option	-	-	-	-
3	Sweat Equity	-	-	-	-
4	Commission	Â	Â	Â	Â
-	as % of profit	-	-	-	-
-	others, specify...	-	-	-	-

5	Others*	-	-	10.52	-
Â	Total (A)	58.46	57.96	51.44	169.20
Â	Ceiling as per the Act	Rs. 120.00 Lacs per person as per Schedule V of Part II Section II, Remuneration payable by companies having no profit or inadequate profit without Central Government approval. This limit shall be doubled if the resolution passed by the shareholders is a special resolution.

* An amount equivalent to 10,000 AED per month is paid to Mr, Nikhil Mahajan as part of his compensation, out of Company's Dubai business operations. The amount quoted above represents the 6 months' payout for Mr. Nikhil Mahajan out of the total due, made during 2017-18. The remaining amount shall be paid to him during the financial year 2018-19.

B. Remuneration to other directors (Independent Directors)

Â	Â	Â						(Rs. in Lacs)
s. No.	Particulars of Remuneretion	Name of Directors						Total Amount
Â	Â	Mr. Sridar lyengar	Mr. Viraj Tyagi	Mr. Safir Anand	Mr. Paresh Surendra Thakker1	Ms. Madhumita Ganguli2	Mr. Gopal Jain	Â
1	Independent Directors	Â	Â	Â	Â	Â	Â	Â
Â	Fee for attending board & committee meetings	1.40	1.50	2.10	1.00	1.00	NA	7.00
Â	Commission	-	-	-	-	-	NA	-
Â	Others, please specify	Â	Â	Â	Â	Â	NA	Â
Â	Total (1)	1.40	1.50	2.10	1.00	1.00	NA	7.00
2	Other Non-Executive Directors	Â	Â	Â	Â	Â	Â	Â
Â	Fee for attending board & committee meetings	NA	NA	NA	NA	NA	0.70	0.70
Â	Commission	NA	NA	NA	NA	NA	NA	NA
Â	Others, please specify	Â	Â	Â	Â	Â	Â	Â
Â	Total (2)	NA	NA	NA	NA	NA	0.70	0.70
Â	Total (B)=(1+2)	1.40	1.50	2.10	1.00	1.00	0.70	7.70
Â	Total Managerial Remuneration (A+B)	Â	Â	Â	Â	Â	Â	176.90
Â	Overall Ceiling as per the Act	Rs. 100,000 per Board Meeting or Committee thereof						Â

1 Ms. Madhumita Ganguli & Mr. Paresh Surendm Thakker have been appointed as Non-Executive Independent Directors on the Board of the Company on and with effect from July 02, 2017.

2 Mr. Safir Anand, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from February 07, 2018.

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

Â	Â	Â	Â	(Rs. in Lacs)
s. No.	Particulars of Remuneration	CFO (Mr. Sudhir Bhargava)	CS (Ms. Rachna Sharma)	Total
1	Gross salary	-	-	-
Â	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	49.48	21.51	70.99
Â	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	-	-	-
Â	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	-	-	-
2	Stock Option (Exercised)	-	-	-
3	Sweat Equity	-	-	-

4	Commission	-	-	-
Â	- as % of profit	Â	Â	Â
Â	Others, specify...	Â	Â	Â
5	Others*	-	-	-
Â	Total	49.48	21.51	70.99

VI.PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES.

There were no penalties / punishment / compounding of offences under any sections of the Companies Act, 2013 against the Company or its Directors or other Officers in default, if any, during the year.

Â	Â
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100

Annexure VIII:

FORM NO. MR 3

SECRETARIAL AUDIT REPORT As on the Financial Year ended on 31.03.2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

To

The Members

CL Educate Limited

We have conducted the Secretarial Audit of the Compliance of Applicable Statutory provisions and the adherence to good corporate practices by CL Educate Limited (hereinafter called 'the Company'). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the Corporate Conducts/Statutory Compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct

Investment and Overseas Direct Investment; and (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992

('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable for the year under review);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client ;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable for the year under review); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not Applicable for the

year under review).

(vi) There are no laws that are specifically applicable to the company based on their sector/industry except The Trade Marks Act, 1999

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India; and

(ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that

Based on the information provided by the Company, its officers and authorized representatives during the conduct of the audit, and also on the review of compliance reports by the respective Department Heads / Company Secretary / CFO / KMP taken on record by the Board of Directors of the Company, in our opinion, adequate systems and processes and control mechanism exist in the Company to monitor and ensure compliance with applicable general laws like labour laws, competition law, environmental laws and all other applicable laws, rules, regulations and guidelines. The Company has responded to compliance requirements, notices for demands, claims, penalties etc. levied, by statutory/regulatory authorities and initiated actions for corrective measures and compliance thereof.

We further report that the compliance by the Company of applicable financial laws, like direct and indirect tax laws, and Labour Law Compliances have not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

We further report that

Adequate notice is given to all directors to schedule the Board Meetings along with the agenda generally at least seven days in advance and detailed notes on agenda were sent well in advance before the meeting and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that during the audit period the following are the major events, carried out by the Company and complied with the necessary requirements:

Allotment of 2400 Equity Shares of Face Value of Rs. 10/- each to the allottees on October 13, 2017 pursuant to CL ESOP Plan 2008;

We further report that during the year under review, there were no events viz.

i) Public/Right/Debenture/Sweat Equity Shares; ii) Redemption/Buy-back of securities.

iii) Major decisions taken by the members pursuant to Section 180 of the Companies Act, 2013; iv) Merger / amalgamation / reconstruction, etc; and

v) Foreign technical collaborations; or such other specific events / actions in pursuance of the above referred laws, rules, regulations, guidelines, etc., having any bearing on the Company's affairs.

For S. Anantha & Ved LLP Company Secretaries

sd/-

Ved Prakash

Designated Partner

ACS:36837

CP No.: 16986

Place: Mumbai

Date: June 20, 2018

Note: This report should be read with letter of even date by the Secretarial Auditors.

Annexure

To

The Members

CL Educate Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For S. Anantha & Ved LLP Company Secretaries

sd/-

Ved Prakash Designated Partner Membership No.36837 CP No.: 16986

Annexure IX:

1. Disclosures and details of options granted under CL ESOP Plan 2014 as required to be provided in terms of Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are as follows:

s. No.	Particulars	Details of the CL ESOP Plan as on March 31, 2018 (on a Cumulative basis)
(a)	Options granted	312,468
(b)	Options vested (excluding the options that have been exercised)	73,125
(c)	Options exercised	82,475
(d)	The total number of shares arising as a result of exercise of option;	82,475
	The total number of options exercisable at the end of the year	73,125
(e)	Options forfeited/lapsed/cancelled	123,243
(f)	Exercise Price of outstanding ESOPs	Rs. 210-Rs 430
(g)	Variation of terms of options (The Company had adopted the Amended and Restated Career Launcher Employee Stock Options Plan 2014 at its Board Meeting held on January 29, 2016 and the same had been approved by the shareholders of the Company at their EGM of the Company held on March 22, 2016. The Scheme is currently effective and is valid upto September 05, 2018.	There is no variation in the terms of options except: Extension of exercise period with respect to options granted to Mr. Shantanu Prakash from 36 months to 60 months at the Board meeting dated September 22, 2014. Extension of exercise period with respect to the 2nd vested options granted to Independent Directors of the Company was extended upto August 31, 2014 at the Board meeting dated August 11, 2014. Extension of exercise period with respect to options granted to independent directors of the Company from 36 months to 60 months at the Board meeting dated January 24, 2013.
(h)	Money realized by exercise of options	Rs. 250.71 Lacs
(i)	Total number of options in force (Option vested + Option Unvested+ Options that can be granted)	167525
(j)	Employee wise details of options granted to Directors/ Key management personnel (as on date)	Â
I.	Name of Director and Key Management Personnel	No. of options granted under ESOP Scheme
Â	Sridar lyengar	4000
Â	Safir Anand1	4000
Â	Viraj Tyagi	4000
Â	Shantanu Prakash (Ceased to be a Director on Board of CLEIS on and with effect from April 1, 2015)	142857
Â	Sanjeev Srivastava	25000
Â	Ajit Kumar	6500
Â	Himanshu Jain	4100
Â	Piyush Gupta	46500
Â	Soumya Dutta Gupta	5000
Â	Ruchika Govila2	2500
Â	Rachna Sharma	3000
Â	Total	247457

II.	Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year	Name of Employee	No. of options granted under ESOP Scheme
Â	Â	Financial Year 2011-12, Total No. of grants: 37,500
Â	Â	More than 5%
Â	Â	Sanjay Shivnani2	12,000 (32.00%)
Â	Â	Dipanjan Das2	6,000 (16.00%)
Â	Â	Saaket Arora2	4,000 (10.67%)
Â	Â	Vinod V V2	2,500 (6.67%)
Â	Â	Financial Year 2013-14, Total No. of grants 5,000	Â
Â	Â	More than 5%	Â
Â	Â	Vivek Garg2	5,000 (100%)
Â	Â	Financial Year 2014-15, Total no. of grants: 23,500	Â
Â	Â	More than 5%	Â
Â	Â	Niharika Mittal2	2,500 (10.64%)
Â	Â	Vivek Garg2	2,000 (8.51%)
Â	Â	Manav Agarwal2	2,000 (8.51%)
Â	Â	Financial Year 2016-17, Total No. of grants: 40,000	Â
Â	Â	Piyush Gupta	35,000 (87.50%)
Â	Â	Soumya Dutta Gupta	5,000 (12.50%)
III.	Identified employees who were granted options during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of our Company at the time of grant.	Mr. Shantanu Prakash (then director on the board of CLEIS) was granted 142,857 options on January 28, 2009, which was approximately 1.63% of the issued capital at the time of the grant.

1 Mr. Safir Anand, Non-Executive Independent Director of the Company has resigned from the Board (and from the Audit Committee) of the Company on and with effect from February 07, 2018.

2 As on date, these are no more the employees of the Company.

2. Disclosures and details of options granted under various ESOPs of the Company as required to be provided in terms of Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 are given as under:

(A) Relevant disclosures in terms of the 'Guidance note on accounting for employee share-based payments' issued by Institute of Chartered Accountants of India or any other relevant accounting standards as prescribed from time to time.

Members may refer to the audited financial statements prepared as per Indian Accounting Standard (Ind-AS) for the year 2017-18.

(B) Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of options calculated in accordance with Ind-AS 33.

Diluted EPS for the year ended March 31, 2018 is Rs. (1.40) calculated in accordance with Ind-AS 33 (Earnings Per Share).

(C) Details related to CL ESOP Plan 2014.

Pursuant to the resolution passed by the Board of Directors at its meeting on March 6, 2008 and the Special Resolution passed by the members in the EGM held on March 31, 2008, the Company introduced "Career Launcher Employee Stock Options Plan 2008" which provides for the issue of 250,000 equity shares to employees of the Company and its subsidiaries. All the above options granted are planned to be settled in equity at the time of exercise and have maximum vesting period of 3 years from the date of respective grants, unless otherwise stated in the grant letter. As on March 31, 2018 and March 31, 2017 the Company had 60,775 and 13,168 number of options that could be granted under the scheme respectively. Pursuant to the resolution passed by the Board of Directors at its meeting held on January 28, 2014 and special resolution

passed by the members in the Extraordinary general meeting held on May 29, 2014, the Company renewed "Career Launcher Employee Stock Options Plan 2008" for a further period of one year i.e. from April 1, 2014 upto March 31, 2015 by Board and from May 30, 2014 upto May 29, 2015 by shareholders respectively. Further, pursuant to resolution passed by Board of Directors at its meeting held on August 11, 2014 and special resolution passed by the members in its Annual General Meeting held on September 5, 2014 adopted the amended and extended "Amended Career Launcher Employee Stock Options Plan 2008" was adopted and the same was made valid for further period of 3 years. Further, pursuant to resolution passed by Board of Directors at its meeting held on January 29, 2016 and special resolution passed by the members in its Extraordinary General Meeting held on March 22, 2016 the Company adopted "Amended and Restated Career Launcher Employee Stock Options Plan 2014". Further, pursuant to resolution passed by the members in the Annual General Meeting held on August 24, 2017, the Company ratified and renewed the "Amended and Restated Career Launcher Employee Stock Options Plan 2014" for further period of 1 year i.e. from September 5, 2017 upto September 4, 2018.

The Company has one ESOP Scheme, which is currently in effect, that is the "Amended and Restated Career Launcher Employee Stock Options Plan 2014 (CL ESOP Plan 2014)" which provides for the issue of 250,000 stock options to Directors and employees of the Company and its subsidiary companies. The plan entitles Directors and employees to purchase equity shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled by physical/demat delivery of equity shares. As per the plan, holders of vested options are entitled to purchase one equity share for each option. Till date 312,468 (March 31, 2017: 312,468) stock options have been granted under this scheme (which included the lapsed options being returned to the general pool, and being re-issued again).

Other details related to CL ESOP Plan 2014:

s. No.	Particulars	As per the Amended and Restated Career Launcher Employee Stock Options Plan 2014
1.	Exercise price or pricing formula	The Grant shall be at such price as may be determined by the NRC Committee in accordance with the Guidance Note or Accounting Standard issued by the ICAI applicable to the Amended Plan or the ESOP Guidelines, as may be applicable, and such price shall be specified in the Grant.
2.	Maximum term of options granted	The options granted are planned to be settled in equity at the time of exercise and have maximum vesting period of 3 years from the date of respective grants, unless otherwise stated in the grant letter.
3.	Source of shares (primary, secondary or combination)	Primary
4.	Variation in terms of options	During the year, no amendment/ modification/ variation has been introduced in terms of options granted by the Company.
5.	Method used to account for ESOS - Intrinsic or fair value	Fair value
6.	Weighted-average exercise prices and weighted - average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.	Please refer note no. 53 (Share based payments) of Standalone Financial Statements of the Company for the financial year ended March 31, 2018.
7	Description of method & significant assumptions used during the year to estimate	The fair value at the grant date is determined using the Black Scholes Model. Expected volatility has been determined using historical fluctuation in share issue prices of the Company.
Â	i) risk-free interest rate;	7.80%
Â	ii) Weighted Contractual life of options (in years);	3.18
Â	iii) expected volatility	0.00%
Â	iv) expected dividend yield	0.00%
Â	v) the price of the underlying share in the market at the time of option grant.	Not Applicable
8.	Earnings per share (EPS)	Basic Rs. (1.40), Diluted Rs. (1.40)
9.	Relevant disclosures in terms of the 'Guidance note on accounting for employee share-based payments' issued by ICAI or any other relevant Indian Accounting Standard as prescribed from time to time	All relevant disclosures as per Ind AS- 102 (Share Based Payment) have been made in the financial statements of the Company for the financial year.
10.	Options movement during the year	Â

Â	i) Number of options outstanding at the beginning of the year	156757
Â	ii) Number of options granted at the beginning of the year	312468*
Â	iii) Number of options Lapsed at the beginning of the year	75,636
Â	iv) Number of options vested at the beginning of the year (excluding the options that have been exercised)	108257
Â	v) Number of options exercised at the beginning of the year	80075
Â	vi) Number of shares arising as a result of exercise of options at the beginning of the year	80075
Â	vii) Money realized by exercise of options scheme is implemented directly by the Company (at the end of the year)	Rs. 250.71 Lacs
Â	viii) Loan repaid by the Trust during the year from exercise price received	Not Applicable
Â	ix) Number of options outstanding at the end of the year	106750
Â	x) Number of options exercisable at the end of the year	73125

Shares issued under ESOP during Financial Year 2017-18

Details of options exercised during the Financial Year 2017-18:

S. No.	Date of Allotment	Name of the Allottee	No. of Options Exercised	Price per Share (In Rs.)
1	October 13, 2017	Mr. Sridar lyengar	800	300
2	October 13, 2017	Mr. Safir Anand	800	300
3	October 13, 2017	Mr. Viraj Tyagi	800	300

The CL ESOP Plan 2014 is in line with the SEBI (Share Based Employee Benefits) Regulations, 2014. A certificate from M/s. Haribhakti & Co., LLP, Chartered Accountants, Statutory Auditors of the Company with regards to the implementation of the Company's Employee Stock Option Scheme in line with SEBI (Share Based Employees Benefits) Regulations, 2014 would be placed at the ensuing 22nd Annual General Meeting of the Company.

or and on behalf of Board of	Â
Directors of CL Educate Limited	Â
sd/-	sd/-
Gautam Puri	Nikhil Mahajan
Vice Chairman & MD	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	Â
Date: July 06, 2018	 Â

---

Mar 31, 2017

Dear Member(s),

The Directors are pleased to present the Twenty First Annual Report on the business and operations together with the Company''s Audited Financial Statements and the Auditor''s Report thereon for the Financial Year ended March 31, 2017. The results of operations for the year under review are given below:

1. Results of Our Operations

	Standalone		Consolidated
	FY2017	FY2016	FY2017	FY2016
Revenue from Operations	14,783.60	16,435.40	26,986.79	27,388.68
Other Income	849.42	859.74	918.74	840.31
Total Revenue (1 2)	15,633.01	17,295.14	27,905.54	28,228.99
Expenditure
Cost of Raw Material Consumed	-	-	869.31	649.60
Cost of Services	6,257.96	7,191.36	13,265.30	11,798.70
Purchase of Traded Goods	1,218.92	1,537.40	158.31	343.71
(Increase)/Decrease in Inventory of Traded Goods	(65.96)	27.88	(207.70)	184.37
Employee Benefit Expenses	2,404.53	2,480.05	5,059.41	6,109.54
Other Expenses	3,737.84	4,272.43	4,872.57	5,162.60
Total Expenditure	13,553.29	15,509.12	24,017.21	24,248.53
EBIDTA (4-5)	2,079.72	1,786.01	3,888.33	3,980.46
Finance Cost	525.08	518.17	788.08	711.28
Depreciation / Amortization	478.86	621.95	641.83	796.15
Profit from Continuing Operations before Tax and minority interest (5-6-7)	1,075.79	645.89	2,458.42	2,473.03
Tax Expenses	351.39	204.22	796.76	572.01
Profit from Continuing Operations after tax before minority interest (8-9)	724.39	441.67	1,661.66	1,901.03
Share of minority in profit/(loss) for the year	-	-	-	-
Profit after Tax	724.39	441.67	1,661.66	1,901.03
Discontinued Operations
Profit From discontinued Operations before Tax	N.A.	N.A.	393.67	424.19
Tax Expense of Discontinued Operations	N.A.	N.A.	159.66	179.08
Profit from Discontinued Operations	N.A.	N.A.	234.01	245.11
Profit for the year (10 15)	724.39	441.67	1,895.66	2,146.14

2. Financial Review

Our total revenue from operations on standalone basis de-grew by 10.05% from Rs.16,435.40 lakhs in fiscal 2016 to Rs.14,783.60 lakhs in fiscal 2017, primarily on account of a conscious decision by the management to reduce its exposure to the working capital intensive Vocational Training business. The total revenue for the year 2017 reduced by 9.61 % from Rs.17,295.14 lakhs in fiscal 2016 to Rs.1,5633.01 lakhs in fiscal 2017. Our EBIDTA on standalone basis increased by 16.45% from Rs.1,786.01 lakhs in fiscal 2016 to Rs.2,079.72 lakhs in fiscal 2017. This increase is primarily due to decrease in cost of services by 12.98%, decrease in purchase of traded goods by 20.72% and decrease in other expenses by 12.51%. Consequently, EBITDA margin increased from 10.33% in fiscal 2016 to 13.30% in fiscal 2017.

Our Profit After Tax on standalone basis increased by 64.01% from Rs.441.67 in fiscal 2016 to Rs.724.39 lakhs in fiscal 2017.

Our total revenue from operations on a consolidated basis decreased by 1.47% from Rs.27,388.68 lakhs in fiscal 2016 to Rs.26,986.79 lakhs in fiscal 2017, primarily on account of an increase in sale of products by 12.62% from Rs.4,252.31 lakhs in fiscal 2016 to Rs.4,788.91 lakhs in fiscal 2017.

Our EBIDTA on consolidated basis decreased by 2.31% from Rs.3,980.46 lakhs in fiscal 2016 to Rs.3,888.33 lakhs in fiscal 2017. This decrease is primarily due to increase in cost of raw material and components consumed by 33.82% and cost of services by 12.43%. Consequently, EBITDA margin decreased from 14.10% in fiscal 2016 to 13.93% in fiscal 2017

Our Profit after tax for the year on consolidated basis decreased by 11.67% from ''2,146.14 lakhs in fiscal 2016 to ''1,895.66 lakhs in fiscal 2017.

3. Dividend

Your Directors do not recommend any dividend for the Financial Year 2016-17.

4. Transfer to reserves

The Company did not transfer any amount to reserves during the year.

5. Capital and Finance

Issue of equity share capital during the Financial Year 2016-17:

(Figures in Rs..)

S. No.	Date of Allotment	Number of Equity Shares	Face Value (Rs.)	Issue Price (Rs.)	Nature of Consideration	Nature Of Allotment
1	October 27, 2016	28,5711	10	350	Cash	Allotment against exercise of options granted under CL ESOP Plan 2008
2	October 27, 2016	15,0002	10	210	Cash	Allotment against exercise of options granted under CL ESOP Plan 2008
3	March 29, 2017	2,180,119	10	502	Cash	Allotment Pursuant to the Initial Public Offer of the Company

¹ Allotment of 28,571 Equity Shares to Shantanu Prakash.

²Allotment of 15,000 Equity Shares to Sanjeev Srivastava.

The issued, subscribed and paid up capital of the Company increased from ''119,395,880 as on March 31, 2016 to ''141,632,780 as on March 31, 2017.

Pursuant to Section 43(a)(ii) of the Act read with Sub-rule 4 of Rule 4 of the Companies (Share and Capital Debentures) Rules, 2014, the Company has not issued any Equity shares with differential rights during the period under review.

LISTING OF SHARES

The Company''s shares got listed on National Stock Exchange of India Ltd. ("NSE") & BSE Limited ("BSE") on March 31, 2017. The annual listing fee for the Financial Year 2016-17 has been paid to NSE & BSE.

6. SEGMENT REPORTING & OPERATIONAL OVERVIEW

Of the total revenues for the year ended March 31, 2017, on a standalone basis, approx. 95% came from Operations while just 5% came from Other Income.

The company has identified two reportable business segments as primary segments: Education and training programme (including sale of study material) and Vocational training. The segment have been identified and reported taking into account the nature of products, the differing risks and returns, the organization structure and the internal financial reporting systems.

Education and training programme (including sale of study material) mainly include coaching for higher education entrances. Vocational training includes specific projects undertaken (including government projects).

Out of the Revenues from operations, approx. 98.0% came from the Test Preparation and training segment (including sale of study material) and only 2.0% came from the Vocational Training segment.

(Figures in Rs.Lakhs)

	FY 2017	% of total	FY 2016	% of total
Education and training programme (including sale of study material)	14,545.67	98.39%	12,825.83	78.04%
Vocational Training	237.93	1.61%	3,609.57	21.96%
Total Revenue from Operations	14,783.60	100.0%	16,435.40	100.0%

Our revenue from Education and Training Programme segment increased by 13.41% from Rs.12,825.83 lakhs in fiscal 2016 to 14,545.67 lakhs in fiscal 2017 primarily on the account of increase in sale of study material given the increase in the average pricing across our Test Preparation and Training course offerings over the previous year.

Our revenue from Vocational training segment decreased by 93.41% from Rs.3,609.57 lakhs in fiscal 2016 to Rs.237.93 lakhs in fiscal 2017 due to a conscious descaling of vocational training operations by the management given the working capital intensive nature of the business

The Company has identified Geographical Segment as Secondary Segment. The segmentation of revenues by geographical segment on a standalone basis is as follows:

(Figures in Rs.Lakhs)

	FY 2017	% of total	FY 2016	% of total
Within India	14,286.10	96.63%	16,051.85	97.67%
Overseas	497.50	3.37%	383.55	2.33%
Total Revenue from Operations	14,783.60	100.00%	16,435.40	100.00%

Of the total revenues for the year ended March 31, 2016, on a consolidated basis, approx. 97% came from Operations while just 3% came from Other Income.

The group has identified six reportable business segments as primary segments: Education & training programme (including sale of study material), Sale of educational books, Manpower management services, Marketing and sales services, K - 12 and Vocational training. The segments have been identified and reported taking into account the nature of products, the differing risks and returns, the organization structure and the internal financial reporting system.

- Education & training programme (including sale of study material) mainly includes coaching for higher education entrance exams.

- Sale of educational books mainly includes publishing and sale of educational books to related and third parties.

- The group provides extended skilled manpower services to clients across locations, markets and roles, ranging from managing enterprise customers, to channel relationships, to retail through Manpower management services. On the basis of client requirements, group not only provide manpower but also equip, support and manage these skilled teams to meet the business objectives.

- The group also, helps its clients to conduct very large conferences combined with exhibitions and trade shows attended by thousands of persons, too much targeted seminars for focused, exclusive audiences, to unique experiential activities through its Marketing and sales services.

- Under the K-12 segment, the group provides soft skills, infrastructure facilities and other support services to schools involved in Kindergarten to senior secondary studies.

- Vocational training segment includes specific projects undertaken (including government projects). And Others segment includes revenue from integrated solutions to educational institutions.

On March 16, 2017, we entered into a Business Transfer Agreement (BTA) with B&S Strategy Services Private Limited and I-Take Care Private Limited to sale our K-12 business of running & operating pre-schools, providing school management services and Infrastructure Services business respectively on a slump sale basis. The proposed sale of business is consistent with our long term strategy of following an Asset- Light Model and hence, decided to discontinue our K-12 business.

(Figures in Rs.Lakhs)

	FY 2017	% of total	FY 2016	% of total
Education and training programme (including sale of study material)	14,724.10	53.25%	12,876.73	45.56%
Vocational Training	237.93	0.86%	3,609.57	12.77%
Sale of educational books	4,595.62	16.62%	3,794.80	13.43%
Manpower Management services	1,348.11	4.88%	2,688.46	9.51%
Marketing and Sales Services	8,094.76	29.27%	6,226.15	22.03%
Others	1,080.85	3.91%	1,312.89	4.65%
Eliminations	(3,094.57)	-11.19%	(3,119.92)	-11.04%
Total Revenue from Continuing Operations	26,986.79	97.60%	27,388.68	96.90%
K-12 - Discontinued Operations	664.14	2.40%	875.46	3.10%
Total Revenue	27,650.94	100.00%	28,264.13	100.00%

Our revenue from Education and Training Programme segment increased by 14.35% from Rs.12,876.73 lakhs in fiscal 2016 to Rs.14,724.10 lakhs in fiscal 2017 primarily on the account of increase in sale of study material given the increase in the average pricing across our Test Preparation and Training course offerings over the previous year.

Our revenue from Vocational training segment decreased by 93.41% from Rs.3609.57 lakhs in fiscal 2016 to Rs.237.93 lakhs in fiscal 2017 due to a conscious descaling of vocational training operations by the management given the working capital intensive nature of the business

Our revenue from Manpower Management Services decreased by 49.86% from Rs.2,688.46 lakhs in fiscal 2016 to Rs.1,348.11 lakhs in fiscal 2016 given that an ongoing engagement with one of our clients was not renewed during fiscal 2016 and it had a spillover effect in fiscal 2017 as well.

Our revenue from Marketing and Sales Services increased by 30.01% from Rs.6,226.15 lakhs in fiscal 2016 to Rs.8,094.76 lakhs in fiscal 2017 due to an increase in both number of events organized as well as an increase in average revenue earned per event. Our revenue from discontinued operations of K-12 segment stood at Rs.664.14 lakhs for the fiscal 2017 vis-a-vis Rs.875.46 lakhs for the fiscal 2016

During the year, CL divested its School chain comprising of its K-12 schools under the brand Indus World Schools (IWS), for an aggregate consideration of Rs.8500 lakhs. The divestment is in line with the company''s strategy to focus on asset-light & technology led knowledge and career services. The proceeds from the transaction would be used to fund growth and inorganic expansion in asset light businesses. In fiscal 2016, Indus World School (IWS - Chain of K-12 Schools) had Rs.27% share of total asset, but had a very small contribution to revenue and EBITDA, dragging the overall profitability of the organization. This divestment would help increase the overall profitability of CL Educate.

The Company has identified Geographical Segment as Secondary Segment. The segmentation of revenues by geographical segment on a consolidated basis is as follows:

(Figures in Rs.Lakhs)

	FY 2017	% of total	FY 2016	% of total
Within India	26,989.42	97.61%	27,880.58	98.64%
Overseas	661.52	2.39%	383.55	1.36%
Total Revenue	27,650.94	100.00%	28,264.13	100.00%

Detailed analysis of performance of the company and its businesses has been presented in the Management Discussion and Analysis section which forms a part of this report

7. Material changes

(The following Material Changes have occurred between the end of the Financial Year (March 31, 2017) and the date of the report July 24, 2017).

i. The Company purchased the balance 49% i.e. 5880 no. of equity shares of Accendere Knowledge Management Services Private Limited on April 12, 2017 for an aggregate purchase price of Rs.13,23,00,000/- (Rupees Thirteen Crore Twenty Three Lakh Only). Consequently, the Company now holds the entire 100% equity shares of Accendere Knowledge Management Services Private Limited, making it a wholly-owned subsidiary of the Company.

ii. The Company has entered into a Business Transfer Agreement dated April 18, 2017 with IndiaCan Education Private Limited pursuant to which the Company acquired all the assets and liabilities of ETEN, a business division of IndiaCan Education Private Limited, currently running CA and Civil Services preparatory courses delivered through VSAT.

iv. CLEIS executed a Business transfer agreement dated March 16, 2017 ("CLEIS Business Transfer Agreement") with B&S Strategy Services Private Limited ("Eduvisors"), with CL as a confirming party, and a shareholders'' agreement dated March 16, 2017 ("SHA") executed among CLEIS, Eduvisors and the promoters and other shareholders of Eduvisors. Pursuant to the CLEIS Business Transfer Agreement, CLEIS has agreed to sell its business in relation to four pre-schools, one each situated at Indore and Gurgaon and two situated at Raipur and infrastructure and management services contracts of CLEIS in relation to six K-12 schools, one each situated at Raipur, Gurgaon, Bhiwani and Ludhiana and two situated at Indore, including all related assets (which includes all intellectual property), liabilities, rights, obligations, etc. of such business (collectively, the "Pre-schools Business and Services Contracts"), on a slump sale basis, to Eduvisors. The proposed sale of Pre-schools Business and Services Contracts was agreed to be undertaken for a lump sum consideration of Rs.4000.00 lakhs to be paid by Eduvisors to CLEIS in tranches, including Rs.3400.00 lakhs through issuance of Equity Shares and Compulsorily Convertible Debentures of Eduvisors to be subscribed to by CLEIS. Pursuant to the acquisition of such securities of Eduvisors, our Company, through CLEIS, will indirectly hold a minority interest in Eduvisors, on the Completion Date. Further, the parties have also entered into the SHA for the purpose of regulating their inter-se relationship as shareholders of Eduvisors and for certain matters including those in relation to the restrictions on transfer of securities of Eduvisors and management and operations of Eduvisors. The closing of the proposed sale of Pre-schools Business and Services Contracts is subject to fulfillment of certain conditions provided in the CLEIS Business Transfer Agreement, which include, receipt of all corporate resolutions of CLEIS and Eduvisors, receipt of third party consents and execution of certain software and service agreements by our Company or any affiliates nominated by us with Eduvisors. The transaction of disinvestment of the business is likely to close in Q1 2017.

v. CLIP executed a Business transfer agreement dated March 16, 2017 ("CLIP Business Transfer Agreement") with CLEIS and I-Take care Private Limited ("I-Take care"). Pursuant to the CLIP Business Transfer Agreement, CLIP has agreed to transfer its business of providing leasing and infrastructural services required for operating K-12 schools which are run by Nalanda Foundation and all assets, liabilities, rights, obligations, etc. thereof, including land and buildings situated at Raipur and Indore and movable assets, receivables and contracts in connection with operation of the K-12 schools situated at the aforementioned locations ("School Infrastructure"), on a slump sale basis, to I-Take care. The proposed sale of School Infrastructure is being undertaken for a lump sum consideration of Rs.4500.00 lakhs to be paid by I-Take care to CLIP, out of which Rs.4000.00 lakhs is payable prior to the closing of such transaction and balance in tranches. Further, under the terms of the CLIP Business Transfer Agreement, CLIP is required to pay a monthly interest amount calculated at 11% p.a. on advance sale consideration of Rs.100.00 lakhs received from I-Take care from the date of the CLIP Business Transfer Agreement until the date of closing of the transaction. The closing of the proposed sale of School Infrastructure is subject to fulfillment of certain conditions provided in the CLIP Business Transfer Agreement, which include, execution of sale deeds for sale of land, execution of assignment deed by CLIP in relation to the infrastructure contracts entered into between CLIP and Nalanda Foundation and receipt of all requisite consents and approvals by CLIP. The transaction of disinvestment of the business is likely to close in Q2 2017.

vi. The Board of Directors of the Company at its meeting held on July 02, 2017 gave its in-principle approval to the acquisition of a majority stake in the shareholding of ICE GATE Educational Institute Private Limited, an entity that provides test prep services for GATE, subject to Financial, Business & Legal Due-Diligence.

vii. The Board of Directors of the Company at its meeting held on July 24, 2017 approved Amendment Agreements to the Business transfer agreement (BTA) & Shareholders'' Agreement (SHA) dated March 16, 2017,executed with B&S Strategy Services Private Limited ("Eduvisors"), pursuant to which the following amendments were approved by the Board of Directors with respect to the sale of four pre-schools and infrastructure and management services contracts of CLEIS in relation to six K-12 schools, including all related assets (which includes all intellectual property), liabilities, rights, obligations, etc. of such business on a slump sale basis, to Eduvisors:

Particulars	Original Agreement dated March 16, 2017	Amended Agreement approved by the Board dated July 24, 2017
Total Consideration (Out of which)	Rs.4,000 lakhs	Rs.4,650 lakhs
Cash advance	Rs.200 lakhs	Rs.200 lakhs
Deferred Cash	Rs.400 lakhs	Rs.400 lakhs
Balance non cash - Equity	5174 shares equivalent to 26% voting power	7526 shares equivalent to 40.32% voting power
Balance non cash -Compulsorily Convertible Debentures ("CCD")	859003 CCD convertible at 8.79% voting power	NIL
Effective date of the transaction	April 01, 2017	July 01, 2017
Infrastructure contracts and related assets	Included contracts other than Jhalaria and Raipur, which would have been transferred by CLIP to CLEIS and then sold by CLEIS to Eduvisors	Remains in CLIP now

8. Material and Significant Orders Passed By Regulators & Courts

No significant and material orders have been passed by any Regulators or Courts or Tribunals against the Company impacting the going concern status and company''s operations in future.

9. Internal Financial Control Systems

CL has aligned its current systems of internal financial control with the requirement of the Companies Act 2013. The Internal Control systems are intended to increase transparency and accountability in an organization’s process of designing and implementing a system of internal control. The framework requires a company to identify and analyse risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness. CL''s internal controls are commensurate with its size and the nature of its operations. These have been designed to provide 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 revenue as well as expenditure. 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 best practices.

Our management assessed the effectiveness of the Company''s internal control over financial reporting as of March 31, 2017. The assessment involved self review, peer review and external audit.

- CL has re-appointed Axis Risk Consulting Services Pvt. Ltd. (now Genpact Enterprise Risk Consulting LLP ) to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors (Haribhakti& Co. LLP) and the Audit Committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations such as IT processes and general controls, accounting and finance, procurement, employee engagement, including most of the subsidiaries. The Audit Committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the Audit Committee follows up on corrective action. The Audit Committee also meets CL''s statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the Board of Directors informed of its major observations periodically.

- During the year 2016-17, the Company has appointed Manchanda & Manchanda, Chartered Accountants in order to check upon the adequacy and effectiveness of as well as to report on the gaps in the Internal Financial Control Systems and processes within the organization with respect to revenue, procurement, payroll, Inventory, Finance & Accounts and Statutory Compliance (Taxation) along with its recommendations. The Firm reviewed the processes and transactions and issued its summary report which was considered by the Audit Committee.

- Haribhakti & Co. LLP, the statutory auditors of the Company has audited the financial statements included in this annual report and has issued an attestation report on our internal controls over financial reporting (as defined in section 143 of Companies Act 2013).

Qualified opinion by Statutory Auditors on adequacy and therefore operating effectiveness of Internal Financial Controls over Financial Reporting for CL on a Standalone basis :

According to the information and explanations given to us and based on our audit, the following material weakness has been identified in the operating effectiveness of the Company''s internal financial controls over financial reporting as at March 31, 2017:

a) The procurement policy implemented for purchase of goods and services was not operating effectively, which could potentially result in the Company procuring unnecessary goods and services, or procuring goods of lower quality, or procure goods and services at higher prices.

Management''s response:

Last year the Company had formulated a comprehensive procurement policy, however, it was felt that the policy was not fully and effectively being implemented on the ground. In the coming year, Company would further tighten the implementation of the policy specifically covering:

- Periodic vendor master review

- Restricted access to vendor master

- Compulsory Vendor Registration Forms for vendor code creation

- Requirement of at least three vendor quotations and exception approvals

Qualified opinion by Statutory Auditors on adequacy and therefore operating effectiveness of Internal Financial Controls over Financial Reporting for CL on a consolidated basis :

I. According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified on the adequacy (and therefore operating effectiveness) of the Group''s Internal Financial Controls Over Financial Reporting as at March 31, 2017:

a) In case of one of the subsidiary Kestone Integrated Marketing Services Private Limited, comprehensive procurement policies for purchase of goods and services have not been documented, which could potentially result in the aforesaid company procuring unnecessary goods and services, or procuring goods of lower quality, or procure goods and services at higher prices.

b) In case of one of the subsidiary, Kestone Integrated Marketing Services Private Limited, it has not maintained adequate documentation for ‘partially completed events'' in the Event Management Services at any given point of time. This could potentially result in incorrect recording of provisional revenue and corresponding provisional expenses in respect of such incomplete services as at the reporting date.

c) In case of one of the subsidiary, Career Launcher Education Infrastructure and Services Limited, comprehensive policy for periodical review and reconciliation of students and fee income recorded in the books of account has not been documented. This could potentially result in incorrect recording of revenue.

II. According to the information and explanations given to us and based on our audit, the following material weakness has been identified in the operating effectiveness of the Group''s internal financial controls over financial reporting as at March 31, 2017:

a) In case of one of the Company and one of the subsidiary, CL Media Private Limited, the procurement policy implemented for purchase of goods and services was not operating effectively, which could potentially result in the Company procuring unnecessary goods and services, or procuring goods of lower quality, or procure goods and services at higher prices.

Management''s response:

During the course of the previous year, the Company had defined and documented the procurement related policy, however, the effective execution was not 100% and would be further tightened. Further, documentation related to policies in those areas is being further tightened. Necessary processes related to documentation of policies/procedures and periodical review of the policies have now been put in place or are in the process of being put in place.

10. Details of Subsidiaries/Joint Ventures/Associate Companies

Our Company has seven subsidiaries (including two indirect subsidiaries) to carry out activities in various streams of education and other educational training. A brief profile of our subsidiaries is given hereunder:

a. Kestone Integrated Marketing Services Private Limited (Kestone)

Our Company acquired Kestone on the 1st day of April, 2008 and it is a wholly owned subsidiary. Under our brand Kestone, we enjoy strong relationships with corporate to whom we provide our integrated business, marketing and sales services. Kestone focuses on a wide variety of Corporate, across various segments and industries.

Kestone provides integrated business, marketing and sales services to our corporate customers, including event management, marketing support (including digital marketing support in the form of online marketing initiatives, to support offline marketing campaigns), customer engagement (including audience generation, lead generation, loyalty and reward programs and contest management), managed manpower and training services. The business has shown extremely robust growth not only in top line but also in its bottom line.

The total income of Kestone was Rs.9639.31 lakhs in Financial Year 2017 as against Rs.9735.84 Lakhs in Financial Year 2016, thereby decreasing marginally by almost 1% over the previous year.

a.1. Kestone Asia Hub PTE. Ltd., Singapore

Kestone Asia Hub Pte. Ltd. (Previously Known as ‘Career Launcher Asia Educational Hub Pte. Ltd.'', Singapore - an indirect subsidiary of CL Educate Limited), now a subsidiary company of Kestone, and hence an indirect subsidiary of CL, was incorporated in the year 2008. It is currently engaged in providing integrated marketing solutions for products and services for and on behalf of inland and overseas clients and customers. However, Kestone Asia actually started doing business in Singapore from last Financial Year.

b. CL Media Private Limited (CL Media)

CL Media, as a subsidiary of CL, was incorporated on February 1, 2008. CL holds 100% of the issued and paid-up equity capital in this company. CL Media provides integrated solutions to educational institutions and universities including business advisory and outreach support services.

CL Media is currently engaged in the business of content development for study material, publishing study material and books and providing sales & marketing services and research related services to Institutions and Universities.

The business has shown growth and the total income of CL Media was Rs.3757.58 lakhs in Financial Year 2017 as against Rs.2988.69 lakhs in Financial Year 2016, recording increase by 25.73% over the previous year.

c. GK Publications Private Limited (GKP)

GK Publications Private Limited became a subsidiary of CL Educate Limited on November 12, 2011. As on date, CL holds 100% stake in the Company. GKP is currently engaged in the business of distribution of test preparation guides, books and other academic material.

The business of GKP has shown substantial growth and the total income has increased from about Rs.1487.20 lakhs in 2016 to about Rs.1893.34 lakhs in 2017, thus reflecting a 27.31% increase.

d. Accendere Knowledge Management Services Private Limited (AKMS)

Accendere Knowledge Management Services Private Limited became a wholly owned subsidiary of the Company pursuant to the purchase of balance 49% i.e. 5880 no. of equity shares of Accendere Knowledge Management Services Private Limited by the Company on April 12, 2017.

Accendere was incorporated under the Companies Act 1956 on September 19, 2008. Accendere is currently engaged in the business of facilitating educational institutions and establishing their institutional credibility, international presence and thought leadership by improving their research output in terms of both the quality and quantity of research articles published by them.

The business of AKMS has shown substantial growth and the total income has increased from about Rs.131.32 lakhs in 2016 to about Rs.178.43 lakhs in 2017, thus reflecting 35.87% increase.

e. Career Launcher Education Infrastructure and Services Limited (CLEIS)

CLEIS is a wholly owned subsidiary of CL incorporated on June 16, 2005. CLEIS is currently engaged in the business of providing educational services for K-12 schools including brand licensing and providing education soft skills under the brand Indus World School. The Company owns brand names "Indus World School" and "Ananda".

As on March 31 2017, CLEIS operated 8 (eight) K-12 schools across India under the IWS brand of which two K-12 schools are owned, five schools are operated through an infrastructure partnership model & one school is operated through educational partnership model.

During the year under review, CLEIS executed a Business transfer agreement dated March 16, 2017 ("CLEIS Business Transfer Agreement") with B&S Strategy Services Private Limited ("Eduvisors"), with CL as a confirming party, and a shareholders'' agreement dated March 16, 2017 ("SHA") executed among CLEIS, Eduvisors and the promoters and other shareholders of Eduvisors:

Pursuant to the CLEIS Business Transfer Agreement, CLEIS has agreed to sell its business in relation to four pre-schools, one each situated at Indore and Gurgaon and two situated at Raipur and infrastructure and management services contracts of CLEIS in relation to six K-12 schools, one each situated at Raipur, Gurgaon, Bhiwani and Ludhiana and two situated at Indore, including all related assets (which includes all intellectual property), liabilities, rights, obligations, etc. of such business (collectively, the "Pre-schools Business and Services Contracts"), on a slump sale basis, to Eduvisors.

The proposed sale of Pre-schools Business and Services Contracts was agreed to be undertaken for a lump sum consideration of Rs.4000.00 lakhs to be paid by Eduvisors to CLEIS in tranches, including Rs.3400.00 lakhs through issuance of Equity Shares and Compulsorily Convertible Debentures of Eduvisors to be subscribed to by CLEIS. Pursuant to the acquisition of such securities of Eduvisors, our Company, through CLEIS, will indirectly hold a minority interest in Eduvisors, on the Completion Date. Further, the parties have also entered into the SHA for the purpose of regulating their inter-se relationship as shareholders of Eduvisors and for certain matters including those in relation to the restrictions on transfer of securities of Eduvisors and management and operations of Eduvisors. The closing of the proposed sale of Pre-schools Business and Services Contracts is subject to fulfillment of certain conditions provided in the CLEIS Business Transfer Agreement, which include, receipt of all corporate resolutions of CLEIS and Eduvisors, receipt of third party consents and execution of certain software and service agreements by our Company or any affiliates nominated by us with Eduvisors. The transaction of disinvestment of the business is likely to close in Q1 2017.

The amendments related to the above transaction is mentioned in Point no. 7 (vii) in Material Changes.

e.1. Career Launcher Infrastructure Private Limited (CLIP)

CLIP, a wholly owned subsidiary of CLEIS, and hence a subsidiary of CL, was incorporated in the year 2008. CLIP is currently engaged in the business of providing infrastructure facilities for K-12 schools operating under the brand Indus World School.

During the year under review, CLIP executed a Business transfer agreement dated March 16, 2017 ("CLIP Business Transfer Agreement") with CLEIS and I-Takecare Private Limited ("I-Takecare"):

Pursuant to the CLIP Business Transfer Agreement, CLIP has agreed to transfer its business of providing leasing and infrastructural services required for operating K-12 schools which are run by Nalanda Foundation and all assets, liabilities, rights, obligations, etc. thereof, including land and buildings situated at Raipur and Indore and movable assets, receivables and contracts in connection with operation of the K-12 schools situated at the aforementioned locations ("School Infrastructure"), on a slump sale basis, to I-Takecare. The proposed sale of School Infrastructure is being undertaken for a lump sum consideration of Rs.4500.00 lakhs to be paid by I-Takecare to CLIP, out of which Rs.4000.00 lakhs is payable prior to the closing of such transaction and balance in tranches. Further, under the terms of the CLIP Business Transfer Agreement, CLIP is required to pay a monthly interest amount calculated at 11% p.a. on advance sale consideration of Rs.100.00 lakhs received from I-Takecare from the date of the CLIP Business Transfer Agreement until the date of closing of the transaction. The closing of the proposed sale of School Infrastructure is subject to fulfillment of certain conditions provided in the CLIP Business Transfer Agreement, which include, execution of sale deeds for sale of land, execution of assignment deed by CLIP in relation to the infrastructure contracts entered into between CLIP and Nalanda Foundation and receipt of all requisite consents and approvals by CLIP. The transaction of disinvestment of the business is likely to close in Q2 2017.

Change in the status of subsidiaries/associate companies/joint venture, during the year:

There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 ("Act").

There has been no material change in the nature of the business of the subsidiaries, except that CLEIS & CLIP have agreed to transfer their respective (school) businesses to outside parties, as has been detailed above.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of the Company''s Subsidiaries'' in Form AOC-1 is attached to the Financial Statements (attached to this report as Annexure-I).

Further, pursuant to the provisions of section 136 of the Act, the Financial Statements of the Company, including the Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company (www.cleducate.com).

Equity Investment in Subsidiaries

As on March 31, 2017 the Company''s holding in its various direct subsidiaries were as follows:

a) 1,000,000 Equity Shares of Rs.10 each comprising of 100% Equity Capital in Kestone Integrated Marketing Services Private Limited;

b) 190,000 Equity Shares of Rs.10 each comprising of 100% Equity Capital in GK Publications Private Limited;

c) 10,000 Equity Shares of Rs.10 each comprising of 100% Equity Capital in CL Media Private Limited;

d) 6,120 equity shares of Rs.10 each comprising of 51% Equity Capital in Accendere Knowledge Management Services Private Limited*

e) 9,447,606 Equity Shares of Rs.10 each comprising of 100% Equity Capital in Career Launcher Education Infrastructure and Services Limited;

*Accendere Knowledge Management Services Private Limited became a wholly owned subsidiary of the Company pursuant to the purchase of balance 49% i.e. 5880 no. of equity shares of Accendere Knowledge Management Services Private Limited by the Company on April 12, 2017.

11. Fixed Deposits

During the year under review, your Company has not invited or accepted any deposits from the public/members pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

12. Auditors and Auditors'' Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Company (Audit and Auditors) Rules, 2014, M/s. Haribhakti & Co., LLP, Chartered Accountants, Statutory Auditors ( ICAI Firm Registration No. 103523W) holds the office till the conclusion of the Annual General Meeting for the Financial Year 2018-19, subject to ratification at every Annual General Meeting.

The Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if ratified, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under. As required under Clause 33 (1) (d) of the SEBI (LODR), Regulations, 2015, M/s. Haribhakti& Co., LLP, Chartered Accountants, have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The members are requested to ratify the appointment of the Auditors as well as to authorize the Board to fix the Auditor''s remuneration.

In this connection, the attention of the members is invited to item number 3 of the Notice convening the Annual General Meeting.

Statutory Auditors'' Report

The auditor''s qualifications in the Statutory Auditor''s report/CARO Report and the management response thereon, are as under:

Clause (iii) (a) and Clause (iv) of Annexure I to the Independent Auditor''s Report:

‘The Company has granted unsecured loans to companies and other parties covered in the register maintained under Section 189 of the Act''

(iii) (a) According to the information and explanations given to us and based on the audit procedures conducted by us, we are of the opinion that the terms and conditions of loans granted by the Company to 2 parties covered in the register maintained under

Section 189 of the Act, (total loan amount granted during the year Rs.1.10 lakhs and balance outstanding as at balance sheet date Rs.538.46 lakhs) are prejudicial to the Company''s interest on account of the fact that the Company is not charging any interest on such loans.

(iv) According to the information and explanation given to us in respect of loans, investments, guarantees, and securities, the Company has complied with the provisions of Section 185 and 186 of the Act, except for the details given below:

Nature of non-compliance	Name of Company/party	Amount granted during the year in Rs.	Balance as at March 31, 2016 in Rs.
Loan given at rate of interest lower than prescribed	Kestone Asia Hub Pte Ltd.	Nil	8.34 lakhs
Loan given at rate of interest lower than prescribed	Career Launcher Education Foundation	1.10 lakhs	53013 lakhs

Managements'' response:

In view of the Business operations of CLEF (one Party), the loan amount remained dormant during this Financial Year and, for the interest of CL, the outstanding loan amount has been guaranteed by Bilakes Consulting Private Limited, a promoter controlled entity with the payment falling due under term of the guarantee in case of non-repayment on or after March 31, 2018.

Kestone Asia Hub Pte. Ltd. (other party), is the wholly owned subsidiary company of Kestone (wholly owned subsidiary company of CL), hence charging of interest at lower rate will not impact the overall viability of CL Group. And as the Kestone Asia has just started its business in Singapore, it is expected that Foreign Subsidiary will be able to repay the outstanding amount in near future.

Clause (vii) (a) of Annexure I to the Independent Auditor''s Report:

(vii) (a) The Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, service tax, value added tax, customs duty, excise duty, cess and any other material statutory dues applicable to it, however, there have been slight delays in few cases.

According to the information and explanations given to us, undisputed dues in respect of provident fund, employees'' state insurance, income tax, sales tax, service tax, value added tax, customs duty, excise duty, cess and any other material statutory dues applicable to it, which were outstanding, at the year-end for a period of more than six months from the date they became payable are as follows:

Name of the statute	Nature of the dues	Amount Rs.	Period to which the amount relates	Due Date	Date of Payment
Income Tax Act, 1961	Advance Tax	34.33 lakhs	April 1, 2016 to June 30, 2016	June 15, 2016	Not yet paid
Income Tax Act, 1961	Advance Tax	68.66 lakhs	July 1, 2016 to September 30, 2016	September 15, 2016	Not yet paid

Managements'' response:

Due to unpredictability of business, it is slightly difficult to estimate the net tax liability to be deposited so early in the year and hence generally the Company waits till end of the year, when its liability estimates is much clear to deposit advance tax with appropriate interest

There is no instance of fraud reported by auditors under sub section (12) of section 143.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company based on the recommendation of the Audit Committee, appointed M/s. S. Anantha & Ved LLP, Company Secretaries, Mumbai (LLP IN: AAH-8229) as the Secretarial Auditors of the Company on May 17, 2017 for the Financial Year 2017-18.

Since the equity shares of the Company got listed on the stock exchange(s) i.e. National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") on March 31, 2017, the appointment of Secretarial Auditor for the Financial Year 2016-17 was not applicable.

Internal Auditor

Pursuant to section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has, based on the recommendation of the Audit Committee, on May 17, 2017, extended the existing term of M/s Axis Risk Consulting Services Private Limited (now ‘Genpact Enterprise Risk Consulting LLP'') as the Internal Auditor of the Company up to March 31, 2018.

The Internal Auditor presents its audit report before the Audit Committee on a quarterly basis. The Audit Committee sets out the scope and timelines with respect to the services rendered by the Internal Auditor, as well as the fee payable against the same.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and Notification issued by Ministry of Corporate Affairs dated December 31, 2014, on and from the Financial Year commencing April 1, 2014, the Companies in Education Sector are required to get their cost records audited.

The Company has, based on the recommendation of the Audit Committee, re-appointed M/s Sunny Chhabra & Co., Cost Accountants as the Cost Auditor of the Company for the Financial Year 2017-18 at the Board Meeting dated May 17, 2017.

13. Directors and Key Managerial Personnel

Appointments & Resignations during the Financial Year 2016-17:

There was no change in Directors and Key Managerial Personnel during the Financial Year 2016-17. However, the following changes occurred in the composition of the Board of Directors and Key Managerial Personnel of the Company between the end of the Financial Year (March 31, 2017) and the date of the report (July 24, 2017).

a. Mr. Kamil Hasan, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from May 01, 2017.

b. Ms. Madhumita Ganguli has been appointed as Additional (Non-Executive Independent) Director on the Board of the Company on and with effect from July 02, 2017.

c. Mr. Paresh Surendra Thakker has been appointed as Additional (Non-Executive Independent) Director on the Board of the Company on and with effect from July 02, 2017.

d. Mr. Sudhir Bhargava has been appointed as the Chief Financial Officer and a Key Managerial Personnel of the Company on and with effect from July 02, 2017.

e. The Designation of Mr. Nikhil Mahajan has been changed from Executive Director & CFO to Executive Director & Group CEO Enterprise Business on and with effect from July 02, 2017.

f. Ms. Sangeeta Modi, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from July 03, 2017.

g. Ms. Madhumita Ganguli, Additional (Non-Executive Independent) Director of the Company was appointed as Member of the Audit Committee on July 24, 2017.

h. Mr. Paresh Surendra Thakker, Additional (Non-Executive Independent) Director of the Company was appointed as Member of the NRC Committee on July 24, 2017.

i. The Designation of Mr. Gopal Jain*(DIN: 00032308) has been changed from Non-Executive Nominee Director to Nonexecutive Non Independent Director on Board of the Company on and with effect from July 24, 2017.

* The Company has received the letter from the pre-IPO investors for withdrawing the nomination of Mr. Gopal Jain (DIN: 00032308), who was holding the office as Nominee Director of the Company on account of which he ceased to be a Nominee (of Gaja) Director on the Board of the Company. However, taking into consideration his contribution towards the growth of the Company, the Board of Directors at its meeting held on 24th July, 2017, re-designated him as a Non-Executive & Non-Independent Director, liable to retire by rotation. Your Directors recommends his re-designation as Non-Executive Non-Independent Director of the Company.

The Directors place on record their appreciation of the valuable contribution of Ms. Sangeeta Modi & Mr. Kamil Hasan as Independent Director on the Board of the Company.

Separate resolutions seeking members'' approval to the appointment of Ms. Madhumita Ganguli & Mr. Paresh Surendra Thakker as Non-Executive Independent Directors on Board of the Company have been incorporated in the notice of the 21^st Annual General Meeting of the Company.

Retirement by Rotation:

Mr. Satya Narayanan .R, Chairman & Whole Time Director , retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. The brief resume of Mr. Satya Narayanan .R and other information under Regulation 36 of the SEBI (LODR) 2015 and Secretarial Standard-2 (SS-2) with respect to his re-appointment has been incorporated in the notice of the 21^st Annual General Meeting of the Company. Your Directors recommend his re-appointment.

Declaration by Independent Directors

Pursuant to sub-section (7) of Section 149 of the Companies Act, 2013, the Independent Directors of the Company declared that they meet the criteria of independence in terms of Section 149(6) of the Companies Act, 2013 and that there was no change in their status as Independence Directors. The Company has received the declaration of Independence from all the Independent Directors of the Company at its Board Meeting held on April 12, 2017.

Earlier, pursuant to sub-section (10) & (11) of section 149 of the Companies Act, 2013, the board had, at its Meeting held on July 22, 2014, formalized the appointment of all Independent Directors for an initial period of 5 years w.e.f April 1, 2014

Further detail pertaining to Independent Directors forms part of the Corporate Governance Report.

The profiles of Directors and the terms and conditions of appointment of Independent Directors are disclosed on the Company''s website (www.cleducate.com).

Separate Meeting of Independent Director

In terms of requirements of Schedule IV of the Companies Act, 2013, the Independent Directors of the Company met separately on March 23, 2017, without the attendance of Non-Independent Directors, or any other official of the Company or members of its management to review the performance of Non-Independent Directors (including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of information between the Management and the Board.

All Directors disclosed their Directorship and Interest in other Companies in specified formats prescribed in Companies Act, 2013.

Details of Board (& Committee) Meetings held during Financial Year 2016-17

The detail pertaining to the Number of Board (& Committee) Meetings held during Financial Year 2016-17 forms part of the Corporate Governance Report.

Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013, the Board has adopted a methodology for evaluating the performance of every individual Director, of the Chairperson of the Company, of the Board as a whole, of the Independent, as well as of the Non - Independent Directors of the Company, and of the functioning of the committees.

During the year 2016-17, the Board Of Directors carried out an annual evaluation of its own performance, board committees and individual directors for the year 2015-16, pursuant to the provisions of the Act and the corporate governance requirements.

The performance of the Board as well as Committees was evaluated by the Independent Directors after seeking inputs from all the Non-Executive Directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The Board and the ‘Nomination, Remuneration and Compensation committee'' reviewed the performance of the individual directors on the basis of the criteria such as the 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.

In addition, the Chairman of the Company was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the board, its committees and Individual Directors was also discussed.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Key Managerial Personnel

As on the date of this report, the following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under:

a. Mr. Satya Narayanan .R, Chairman & Whole Time Director

b. Mr. Gautam Puri, Vice Chairman & Managing Director

c. Mr. Nikhil Mahajan, Executive Director and Group CEO Enterprise Business (change in designation from Executive Director & CFO with effect from July 02, 2017.)

d. Ms. Rachna Sharma, Company Secretary and Compliance Officer

e. Mr. Sudhir Bhargava, Chief Financial Officer (with effect from July 02, 2017)

14. Corporate Governance

A Report on the Corporate Governance is voluntarily disclosed and annexed, for the Financial Year under review, considering SEBI (LODR) Regulations, 2015, is not applicable for the year under review, on account of the listing of the shares of the Company on and from March 31, 2017.

15. Management Discussion & Analysis

Management''s Discussion and Analysis Report for the Financial Year under review, as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

17. Number of Meetings of the Board of Directors & Committees thereof

The Board of Directors of the Company met 11 (Eleven) times during the year under review. In addition to this, one meeting of Independent Directors was also held. The details of the meetings of the Board including those of its Committees and Independent Directors'' meeting are given in the Report on Corporate Governance section forming part of this Annual Report.

17. Composition of Audit Committee

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Sections 177 (8) of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015. The details of the composition, powers, functions, meetings of the Committee held during the year are given in the Report to Corporate Governance section forming part of this Annual Report.

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company.

18. 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 Companies Act, 2013 and Regulation 22 of SEBI (LODR), 2015 to enable stakeholders (including Directors, Employees, retainers, franchisees) to report unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and 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 has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company (www.cleducate.com).

19. Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted a Corporate Social Responsibility Committee ("CSR Committee"). The Composition and the terms of reference of the CSR Committee are provided in Corporate Governance Report. Further, the Company at the Board Meeting held on February 16, 2015 approved of a Policy on CSR. The Policy has been hosted on the website of the Company (www.cleducate.com).

CSR Funds (Past & Present):

A table showing accumulated CSR Funds till date, to be spent on CSR activities by the Company is set out below:

Particulars	2014-15 (In Rs.)	Cumulative Amount for Financial Year 2015-16 (In Rs.)	Cumulative Amount for Financial Year 2016-17 (In Rs.)
CL Educate Limited	2.24 lakhs	16.76 lakhs	28.88 lakhs

CSR activities/projects contemplated to be taken up by the Company:

As part of CSR initiative, your Company, during the Financial Years 2014-15, 2015-16 & 2016-17 has, amongst other activities, earmarked the funds to be invested in the CSR activities/ projects. It intends to spend the said amount in the following areas:

(a) Driving research and innovation and funding technology incubators located within academic institutions which are approved by the Central Government, and/or

(b) Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic Sports; and/or

(c) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art, setting up public libraries, promotion and development of traditional arts and handicrafts. These projects are as prescribed under the Schedule VII of the Companies Act, 2013.

(d) Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

CSR Spend

Though the Company has earmarked the funds for specific CSR activities, and has determined target CSR activities/ projects, in the education space, and in research and Innovation area , to be undertaken, the Company has not been able to spend the mandated amounts on the said activities till date, as the capacities to spend the sanctioned amount were being built, and are now broadly in place and specific projects have been identified

The implementation of the planned activities has thus spilled over to the next Financial Year, the execution of which is expected to be initiated in the Financial Year 2017-18 and should happen over the coming multiple years.

As a socially responsible Company, the Company is committed to increase its CSR impact and spend over the coming years with the aim of playing a larger role in India''s sustainable development, and thereby fulfill its Corporate Social Responsibility.

The Annual report on CSR Activities is attached as Annexure- II.

20. Risk Management Policy

Your Company has a robust Risk Management policy. The Company, through a steering committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of mitigation plans and risk reporting.. The Risk Management Policy is available on the website of the Company (www.cleducate.com).

21. Directors’ Nomination and Remuneration Policy

The process of determining the Remuneration of the Directors is initiated with the general body of shareholders approving the overall maximum managerial 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 the specific recommendation of the Nomination, Remuneration and Compensation Committee (comprising of all Non-Executive Directors, with majority of them being independent), while also keeping the provisions of Companies Act 2013 in mind.

The document evidencing the process of determination of remuneration of Directors, i.e. the latest Recommendation Report issued by the Nomination, Remuneration and Compensation Committee is attached as Annexure- III to this Report.

Details of the Remuneration Recommended by NRC Committee vis a vis the Remuneration actually paid to WTDs for the Financial Year 2016-17:

(Figures in Rs.Lakhs)

S. No.	Whole Time Director	Fixed Compensation		Variable Compensation		Total Compensation#
		Recommended	Actually Paid	Recommended	Actually Paid	Recommended	Actually Paid
1	Mr. Satya Narayanan .R	75.20	69.83	37.60	0	112.80	69.83
2	Mr. Gautam Puri	75.20	69.83	37.60	0	112.80	69.83
3	Mr. Nikhil Mahajan*	73.10	69.28	36.40	0	109.50	69.28

* This includes an amount equivalent to 10,000 AED per month, which is paid to Mr. Nikhil Mahajan from the Company''s Dubai business operations.

# This does not include Rs.24.24 lakhspaid each to Mr. Satya Narayanan .R and Mr. Gautam Puri, and Rs.23.52 lakhs to Mr Nikhil Mahajan, being the variable compensation pertaining to Financial Year 2014-15, paid out in Financial Year 2016-17.

Commission paid to Non Executive Directors for 2016-17:

(Figures in Rs.Lakhs)

S. No.	Non-Executive Independent Directors	Commission
		Recommended (% of Net Profits)	Amount to be Paid (in Rs.Lakh)
1	Mr. Sridar Iyengar	0.25% of the net profits	3.04
2	Mr. Safir Anand	0.15% of the net profits	1.82
3	Mr. Viraj Tyagi	0.15% of the net profits	1.82
4	Mr. Kamil Hasan1	0.15% of the net profits	1.82
5	Ms. Sangeeta Modi2	0.15% of the net profits	1.82

¹Mr. Kamil Hasan, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from May 01, 2017.

²Ms. Sangeeta Modi, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from July 03, 2017.

22. 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 organizational vision.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant information as on March 31, 2017, is given in Annexure - IV.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, the names of the top ten employees in terms of remuneration drawn, as on March 31, 2017, along with the relevant information thereon is given in Annexure - V.

Further, during the Financial Year 2016-17, there was no employee who:

(i) if employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees;

(ii) if employed for a part of the Financial Year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakhs and fifty thousand rupees per month;

(iii) if employed throughout the Financial Year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

23. Particulars of Loans, Guarantees and Investments

Details of loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

24. Particulars of Contracts or Arrangements with Related Parties

All transactions entered by the Company with Related Parties during the Financial Year 2016-17 as defined under section 2 (76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014 were in the Ordinary Course of Business and were at Arm''s Length pricing basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under and Regulation 23 of SEBI (LODR), 2015. The Audit Committee granted omnibus approval for the transactions (which were all routine and repetitive in nature) and the same was reviewed and approved by the Board of Directors. There were no materially significant transactions with Related Parties during the Financial Year 2016-17 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.

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

The policy on Related Party Transactions as approved by the Board is hosted on the website of the Company (www.cleducate.com)

25. Extract of Annual Return

Pursuant to Section 92 of the Companies Act, 2013 read with the Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in prescribed Form MGT-9 is attached as Annexure - VII to this Report.

26. Details of CL ESOP 2008 Scheme:

S. no.	Particulars	Details of the extant CL ESOP Scheme as on March 31, 2017 (on a Cumulative basis)
(a)	Options granted	312,468
(b)	Options vested (excluding the options that have been exercised)	108,257
(c)	Options exercised	80,075
(d)	The total number of shares arising as a result of exercise of option;	80,075
	The total number of options exercisable at the end of the year	108,257
(e)	Options forfeited/lapsed/cancelled	75,636
(f)	Exercise Price of outstanding ESOPs	Rs.210 - 430
(g)	Variation of terms of options (The Company has adopted the Amended and Restated Career Launcher Employee Stock Options Plan 2014 in its Board Meeting held on January 29, 2016 and the same has been approved by the shareholders of the Company in their EGM held on March 22, 2016)	There is no variation in the terms of options except: Extension of exercise period with respect to options granted to Mr. Shantanu Prakash from 36 months to 60 months at the Board meeting dated September 22, 2014. Extension of exercise period with respect to the 2nd vested options granted to independent directors of the Company was extended upto August 31, 2014 at the Board meeting dated August 11, 2014. Extension of exercise period with respect to options granted to independent directors of the Company from 36 months to 60 months at the Board meeting dated January 24, 2013.
(h)	Money realized by exercise of options	Rs.243.51 lakhs
(i)	Total number of options in force	156,757
(j)	Employee wise details of options granted to Directors/ Key management personnel (as on date)
I.	Name of Director and Key (Senior) Management Personnel	No. of options granted under ESOP Scheme
	Sridar Iyengar	4,000
	Safir Anand	4,000
	Viraj Tyagi	4,000
	Shantanu Prakash (Ceased to be a director on Board of CLEIS on and with effect from April 1, 2015)	142,857
	Sanjeev Srivastava	25,000
	Ajit Kumar	6,500
	Himanshu Jain	4,100
	Piyush Gupta	46,500
	Ruchika Govila	2,500
	Rachna Sharma	3,000
	Soumya Dutta Gupta	5,000
	Total	247,457
II.	Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year	Name of Employee	No. of options granted under ESOP Scheme
		Year 2011-12, Total No. of grants: 37,500
		More than 5%
		Sanjay Shivnani#	12,000 (32.00%)
		Dipanjan Das #	6,000 (16.00%)
		Saaket Arora #	4,000 (10.67%)
		Vinod V V#	2,500 (6.67%)

		Year 2013-14, Total No. of grants 5,000
		More than 5%
		Vivek Garg #	5,000 (100%)
		Year 2014-15,total no. of grants: 23,500
		More than 5% :
		Niharika Mittal#	2,500 (10.64%)
		Vivek Garg#	2,000 (8.51%)
		Manav Agarwal#	2,000 (8.51%)
		Year 2016-17, Total No. of grants: 40,000 More than 5% Piyush Gupta 35,000 (87.50%) Soumya Dutta Gupta 5,000 (12.50%) #As on date, these are no more the employees of the Company
III.	Identified employees who were granted options during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of our Company at the time of grant.	Mr. Shantanu Prakash (then director on the board of CLEIS) was granted 142,857 options on January 28, 2009, which was approximately 1.63% of the issued capital at the time of the grant.

Shares issued under ESOP during Financial Year 2016-17

Details of options exercised during the Financial Year 2016-17

S. No.	Date of Allotment	Name of the Allottee	No. of Options Exercised	Price per Share (?)
1	October 27, 2016	Mr. Shantanu Prakash	28,571	350
2	October 27, 2016	Mr. Sanjeev Srivastava	15,000	210

A certificate from M/s. Haribhakti & Co., LLP, Chartered Accountants with regards to the implementation of the Company''s Employee Stock Option Scheme in line with SEBI (Share Based Employees Benefits) Regulations, 2014 would be placed in the ensuing Annual General Meeting.

27. Disclosure of Energy conservation, Technology Absorption & Foreign Exchange Inflows & Outflows

The Information on conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given hereunder.

a) Conservation of Energy

(i) Steps taken or impact on conservation of energy:

The planning and installation of equipment of the Company is done in a manner such that maximum energy is conserved. To the extent possible, energy efficient equipment and instruments are used.

(ii) The Steps taken by the Company for Utilizing alternate sources of energy

The Company continuously uses its best endeavors for identifying and utilizing alternate sources of energy.

(iii) Capital Investment on energy conservation equipments: Nil

b) Technology absorption

(i) The efforts made towards technology absorption: No efforts have been made during the year

(ii) The benefits derived like production improvement, cost reduction, product development or import substitution: Nil

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year)

(a) The details of technology imported: Nil

(b) The year of import: N.A.

(c) Whether the technology been fully absorbed: N.A.

c) Your Company does not carry out any manufacturing activity, the particulars regarding technology absorption and other particulars as required to be stated by the Companies Act, 2013 and rules made there under are not applicable.

d) The foreign exchange earnings and outflows (on Standalone basis) are detailed below:-

(Figures in Rs.lakhs)

Particulars	FY 2017	FY 2016
Test preparation training services	275.84	180.35
Sale of study material	221.65	203.20
Total	497.45	383.55

Expenditure in Foreign Currency (on accrual basis) (on a Standalone basis):

(Figures in Rs.lakhs)

Particulars	FY 2017	FY 2016
Travelling and conveyance	6.20	8.27
Bank charges	5.52	1.06
Rent	54.94	28.62
Salary and wages	128.88	25.85
Faculty expenses	80.48	9.52
Others	553.35	294.30
Total	829.37	367.62

28. 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 (IEPF) as per the provisions of Section 125(2) of the Companies Act, 2013.

29. Buy Back of Securities

Your Company did not carry out buy back of any securities during the year under review.

30. Initial Public Offer (IPO)

The Company came out with Initial Public offer (IPO) of 4,760,000 Equity Shares of Face Value of Rs.10 Each for cash at a price of Rs.502 per Equity Share aggregating to Rs.23,895.2 Lakhs comprising a fresh issue of 2,180,119 Equity Shares by the Company and an offer for sale of 2,579,881 Equity Shares by the selling shareholders.

Subsequent to the Completion of the IPO, the paid up Equity Share capital of the Company has increased from Rs.119,831,590 to Rs.141,632,780.

The Company''s Equity Share got listed on NSE and BSE on March 31, 2017.

The objects of the Net Proceeds of the Fresh Issue were:

a. Funding working capital requirements of our Company and our Subsidiaries, GKP and Kestone;

b. Pre-payment of outstanding amount of a debt facility availed of by our Subsidiary, CLIP;

c. Acquisitions and other strategic initiatives; and

d. General corporate purposes.

The Company had not received any proceeds of the Offer for sale by the selling shareholders.

There has been no deviation in the utilization of the IPO proceeds by the Company.

31. Statement of Deviation(s) or Variation(s) in the Projected Utilization of Net Proceeds (if any)

The Quarterly and Annual Statement of Deviation(s) or Variation(s) pursuant to Regulation 32(1) & 32(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Quarter and Year ended March 31, 2017

(Figures in Rs.lakhs)

S. No.	Particulars	Projected utilization of Net proceeds	Actual utilization of Funds during Quarter and Financial Year ended March 31, 2017
1.	Meeting working capital requirements of CL Educate and its subsidiaries namely Kestone Integrated Marketing Services Private Limited and GK Publications Private Limited	5250
2.	Repayment of loan taken by Career Launcher Infrastructure Private Limited(A step down subsidiary) from HDFC Bank Limited	1860.41	1860.41
3.	Acquisitions and other strategic initiatives	2000	-
4.	General corporate purposes	1006.29	-

- The aforesaid statement, as reviewed by the Audit Committee of the Company, is also available on the website of the Stock Exchange(s) at www.bseindia.com & www.nseindia.com and the Company at www.cleducate.com.

- The Company expects to utilize bulk of the remaining funds in Financial Year 2017-18. Pending utilization the amounts have been parked into the current account of the Company and would be deployed in Bank FDs till full amounts are utilized.

32. Directors Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) in the preparation of the Annual Accounts for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the

c) state of affairs of the Company as at end of Financial Year ended March 31, 2017 and of the Profit and Loss of the Company for that period;

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

e) the Directors have prepared the Annual Financial Statements on a ''going concern'' basis;

f) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating efficiently; and

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

33. Acknowledgement

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

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

For and on behalf of Board of Directors of

CL Educate Limited

sd/- sd/-

Gautam Puri Nikhil Mahajan

Vice Chairman & MD 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: July 24, 2017

---

Mar 31, 2016

To the Members,

We have the pleasure of presenting the 20th Annual Report of our Company together with the Audited Accounts for the year ended March 31, 2016.

1. Results of Our Operations 1a. CL Educate Standalone

	FY 2016	FY 2015
Total Income	1,729.51	1,549.59
Total Expenditure	1,664.92	1,460.60
Profit before tax	64.59	88.99
Exceptional Expenses	-	-
Tax Expenses	20.42	23.23
Profit after tax	44.17	65.76
Profits brought forward from previous year	354.73	298.42
Cumulative Surplus carried to Balance sheet	398.89	354.73

1b. CL Educate Consolidated

	FY 2016	FY 2015
Total Income	2,947.49	2,831.45
Total Expenditure	2,657.77	2,538.76
Profit before tax	289.72	292.69
Exceptional items (net)	-	22.84
Tax Expenses	75.11	60.22
Profit after tax	214.61	209.85
Profits brought forward from previous year	70.95	453.87
Cumulative Surplus carried to Balance sheet	243.04	70.95

2. Financial Highlights 2a. CL Educate Standalone

Our Operating Income increased to RS, 1,643.54 Mn from RS, 1496.27 Mn in the previous year, at a growth rate of 9.84%. While our Test Preparation revenues increased to RS, 1,282.58 Mn reflecting a growth rate of about 8.40% over the previous year 2015, the vocational business revenue grew by over 15.27% to reach RS, 360.96 Mn.

Our Total Income was at RS, 1,729.51 Mn as against RS, 1549.59 Mn in the previous year. The Other Income also grew by 61.23% this year to be at RS, 85.97 Mn vis-a-vis RS, 53.32 Mn last year.

While the total expenses increased by RS, 204.32 Mn over the previous year, the overall PBT for FY16 decreased from RS, 88.99 Mn to RS, 64.59 Mn. Similarly, Earning per share (Basic) fell to RS, 3.74 this year from an EPS RS, 6.14 the previous year.

2b. CL Educate Consolidated

Our Operating Income on a consolidated basis increased to RS, 2,826.41 Mn from RS, 2,735.29 Mn in the previous year, at a growth rate of 3.33%. While our consolidated revenues from Sale of Text Books increased marginally to RS, 425.23 Mn reflecting a growth rate of about 1.50% over the previous year 2015, the consolidated revenue from Sale of Services grew by 5.48% to reach RS, 2,233.31 Mn.

Our Total Income on a consolidated basis was at RS, 2,947.49 Mn as against RS, 2,831.45 Mn in the previous year. The Other Income on a consolidated basis also grew by 25.91% this year to be at RS, 121.08 Mn vis-a-vis RS, 96.16 Mn last year.

While the total expenses on a consolidated basis increased by RS, 119.01 Mn over the previous year, the overall PBT (after exceptional items) on a consolidated basis for FY16 increased from RS, 269.85 Mn to RS, 289.72 Mn. However, Earning per share (Basic before exceptional expenses) fell to RS, 18.18 this year from an EPS (Basic before exceptional expenses) of RS, 21.73 the previous year.

3. Industry Overview and Developments

India is the world''s largest democracy in terms of population, with approximately 1.25 trillion people, and the world''s fourth largest economy in terms of Gross Domestic Product (“GDP”), after China, the European Union and the United States of America, with an estimated GDP (by purchasing powering parity valuation) of approximately US$ 8.03 trillion. (Source: CIA World Factbook, 2015)

Amidst volatility in the international economic environment, India is expected to the fastest growing major economy in the world in 2016. In the Advance Estimates of GDP released by the Central Statistics Office, the growth rate of India''s GDP at constant market prices is projected to register growth in excess of 7% for the third consecutive year, increasing from 7.2% in 2014-15 to 7.6% in 2015-16. (Source: Indian Economic Survey 2015-16, Ministry of Finance, GoI).

In India, Education is the key to the task of nation-building. It is also a well-accepted fact that providing the right knowledge and skills to the youth can ensure the overall national progress and economic growth. The Indian education system recognizes the role of education in instilling the values of secularism, egalitarianism, respect for democratic traditions and civil liberties and quest for justice.

Over the last decade, with the rising focus on literacy and primary education, the Centre''s outlay on education has risen at a 17% CAGR, touching nearly RS, 880 billion in 2014-15. Year-on-year, it grew 23%.

In the Union Budget 2016-17, the Union Finance Minister has announced an allocation of RS, 723.94 billion to the education sector, reflecting a 4.8% increase over the allocation of RS, 69,074 billion last year. Allocation to the education sector included allocation of RS, 435.54 billion to school education and RS, 288.40 billion to higher education. In addition, RS, 18.04 billion was allocated towards skill development, RS, 17.00 billion was allocated towards setting up 1,500 multi-skill development centres and RS, 5.00 billion was allocated towards promoting entrepreneurship among scheduled castes and tribes.

3a. Overview of key market segments

Over the years, the Indian test preparation industry has witnessed a transition from home tuitions to a host of renowned chains of coaching classes. The mode of knowledge transfer has also evolved from a traditional blackboard class to modern technology driven sessions. Once restricted to textbooks and printed study notes, the segment has evolved to include online content delivery, where students can access course material via online portals and smart phone applications.

Structural changes in the Indian economy, such as rising disposable incomes and growing numbers of nuclear families, along with factors such as rising share of private institutions and enrolments, few quality educational institutions and social issues in regard to high stress on marks in the Indian education system are expected to drive the coaching industry. Also, the coaching industry being a less capital intensive industry, has attracted entrepreneurial interest.

The Indian test prep market is estimated at RS, 378 billion, as of 2015-16, having grown at a CAGR of approximately 14% from 2008-09, driven by factors including escalation in income levels, increased spend on education, high competition for limited seats in quality institutes and complexity of entrance exams. The Indian test prep segment is estimated to grow at a CAGR of 13 per cent during the period 2016-2021.

As of 2015-16, the graduate segment accounts for 56% share of the Indian test prep industry, while the job-oriented segment accounts for 30% share (on account of high enrolments, largely as Government jobs still enjoy mass appeal among the youth of India, especially in semi-urban and rural areas, although the coaching fees are relatively lower in this segment), and the postgraduate segment accounts for 13%.

The Vocational Training segment is estimated to grow at 21-22% annually between 2014-15 and 2019-20, in volume terms, i.e., from 10-11 million people expected to be trained in 2014-15 to 28-29 million people expected to be trained in 2019-20. Consequently, private players are expected to play a larger role in providing vocational training in the next few years. The share of private players in vocational training is estimated to have increased from 5% in 2013-14 to 22% in 2014-15, and is expected to grow to 39% by 2019-20.

The Indian book publishing industry is valued at RS, 244 billion as of 2015-16, with the academic segment accounting for the largest share at RS, 202 billion (approximately 83%) and the non-academic segment accounting for the balance RS, 42 billion (approximately 17%). The Indian book publishing industry is expected to grow at 10-11% over the next five years to reach RS, 415 billion by 2020-21. While publishing of academic books is expected to grow at 11-12% annually to RS, 353 billion in 2020-21, the growth of the nonacademic segment is expected to be slower at 8-9% annually to RS, 63 billion by 2020-21.

The GER in overall K-12 segment in India was estimated at 80.5% in 2014-15 and is expected to reach 87.5% in 2019-20, driven by rise in urbanization and disposable income, as well as lower dropout rates due to increasing awareness, rising affordability (with more households moving to the middle and higher income brackets) and Government schemes to incentivize transition to higher level K-12 education (such as cash rewards for girls transiting to upper primary, secondary and higher secondary K-12 schools).

4. Overview of Our Company

We are a diversified and integrated technology-enabled provider of education products, services, content and infrastructure, with a presence across the education value chain. We operate across a broad spectrum of segments in the education industry, including test preparation & training services, publishing & content development, integrated business, marketing & sales services for corporates, vocational training, integrated solutions to educational institutions & universities and K-12 education. We have state of the art infrastructure across 162 test preparation and training centers (Of which 4 are temporary ''Smart Career Centers'') spread over 22 states in India.

Our Company''s key strengths being:

- Diversified and integrated education products, services, content and infrastructure provider, with Pan-India presence and a focus on knowledge-creation

- Reputed courses, particularly in the aptitude based test prep segment

- Asset-light, technology-enabled business model

- Strong brand equity

- Track record of successful inorganic expansion

- Professionally qualified, experienced and entrepreneurial management team, and quality human capital

5. Subsidiaries & Associates

Our Company has seven subsidiaries (including two indirect subsidiaries) to carry out activities in various streams of education and other educational training areas. A brief profile of our subsidiaries is given hereunder:

5a. Kestone Integrated Marketing Services Private Limited (Kestone)

Our Company acquired Kestone on the 1st day of April, 2008 and it has since been a wholly owned subsidiary. Under our brand Kestone, we believe we enjoy strong relationships with corporate to which we provide our integrated business, marketing and sales services. Kestone focuses largely on the IT/ITES and Telecom sectors to provide a variety of manpower and CRM solutions.

Kestone provides integrated business, marketing and sales services to our corporate customers, including event management, marketing support (including digital marketing support in the form of online marketing initiatives, to support offline marketing campaigns), customer engagement (including audience generation, lead generation, loyalty and reward programs and contest management), managed manpower and training services.

The business has shown extremely robust growth not only in top line but also in its bottom line. The top line has increased from about '' 607.24 Mn in FY12 to about '' 973.58 Mn in FY16, thus reflecting an almost 60% increase in last five years.

5a.1. Kestone Asia Hub PTE. Ltd., Singapore

Kestone Asia Hub Pte. Ltd. (Previously Known as ''Career Launcher Asia Educational Hub Pte. Ltd.'', Singapore

- an indirect subsidiary of CL Educate Limited), now a subsidiary company of Kestone, and hence an indirect subsidiary of CL was incorporated in the year 2008. It is currently engaged in providing integrated marketing solutions for products and services for and on behalf of inland and overseas clients and customers.

5b. CL Media Private Limited (CLM)

CL Media, as a subsidiary of CL, was incorporated on February 1, 2008. CL holds 100% of the issued and paid-up equity capital in this company. CL Media provides integrated solutions to educational institutions and universities including business advisory and outreach support services.

CL Media is currently engaged in the business of content development for study material, publishing study material and books.

The total income of CL Media was RS, 298.87 Mn in FY 2016 as against RS, 301.69 Mn in FY 2015, thereby decreasing marginally by almost 0.94% over the previous year.

5c. Career Launcher Education Infrastructure and Services Limited (CLEIS)

CLEIS is a wholly owned subsidiary of CL incorporated in the year 2005. CLEIS is currently engaged in business of providing educational services for K-12 schools including brand licensing and providing education soft skills under the brand Indus World School. The Company owns brand names “Indus World School” and “Ananda”.

As on March 2016, CLEIS operates 8 (eight) K-12 schools across India under the IWS brand of which two K-12 schools are owned, six schools are operated through an infrastructure partnership model (of which one school has been shifted to educational partnership model w.e.f April 1, 2016).

5c.1. Career Launcher Infrastructure Private Limited (CLIP)

CLIP, a wholly owned subsidiary of CLEIS, and hence a subsidiary of CL was incorporated in the year 2008. CLIP is currently engaged in the business of providing infrastructure facilities for K-12 schools operated under the brand Indus World School.

5d. GK Publications Private Limited (GKP)

GK Publications Private Limited became a subsidiary of CL Educate Limited on November 12, 2011. As on date, CL holds 100% stake in the Company. GKP is currently engaged in the business of distribution of test preparation guides, books and other academic material.

5e. Accenture Knowledge Management Services Private Limited (AKMS)

Accenture Knowledge Management Services Private Limited became a subsidiary of CL Educate Limited on September 07, 2015. As on date, CL holds 51% stake in the Company.

Ascender was incorporated under the Companies Act 1956 on September 19, 2008. Ascender is currently engaged in the business of facilitating educational institutions in establishing their institutional credibility, international presence and thought leadership by improving their research output in terms of both the quality and quantity of research articles published by them.

6. Change in the status of subsidiaries/associate companies/joint venture:

There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 (“Act”).

There has been no material change in the nature of the business of the subsidiaries.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company''s Subsidiaries'' in Form AOC-1 is attached to the financial statements (attached to this report as Annexure-I).

Further, pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

6a. Equity Investment in Subsidiaries

As on March 31, 2016 the Company''s holding in its various subsidiaries was as follows:

a) 9,447,606 Equity Shares of ''10 each comprising of 100% Equity Capital in Career Launcher Education

Infrastructure and Services Limited;

b) 10,000 Equity Shares of '' 10 each comprising of 100% Equity Capital in CL Media Private Limited;

c) 1,000,000 Equity Shares of '' 10 each comprising of 100% Equity Capital in Kestone Integrated Marketing Services Private Limited;

d) 190,000 Equity Shares of '' 10 each comprising of 100% Equity Capital in GK Publications Private Limited;

e) 6,120 equity shares of 10 each comprising of 51% Equity Capital in Accendere Knowledge Management Services Private Limited

Management''s Discussion and Analysis

Introduction

We are a leading diversified and integrated technology-enabled provider of education products, services, content and infrastructure, with a presence across the education value chain in India. We have diversified our operations across six business segments, spanning the education value chain:

- Test preparation, generally referred to as “test prep”, conducted under our well-recognized brand Career Launcher;

- Publishing and content development, conducted under our brand GK Publications;

- Integrated business, marketing and sales services for corporate, conducted under our brand Kestone, including event management, marketing support (including digital marketing support), customer engagement, managed manpower and training services;

- Vocational training programs implemented by us under Government schemes in various States across India;

- Integrated solutions to educational institutions and universities, including business advisory and outreach support services, under our brand CL Media, as well as research incubation and support services conducted under the brand Ascender; and

- K-12 schools operated under our brand Indus World School.

Under the umbrella of our brand Career Launcher, we offer reputed test prep courses for MBA, Banking and Staff Selection Commission (“SSC”) and Law entrance examinations, as well as courses for Engineering, Medical, Civil Services, Grade VIII-XII Tuitions and International Education (GRE, GMAT and SAT), among others.

For fiscal 2016, we had over 87,000 enrolments in our test prep segment across a network of 159 test prep centers (Of which 4 are temporary ''Smart Career Centers''). in 87 cities throughout India and 3 test prep centers abroad, with 57 owned centers, and 105 centers operated under a partnership model. Our students have established a strong success record for us, across our test prep business. For instance, 66 of our students secured ranks in the top 100 successful candidates in the CLAT examination held in May 2016.

A Major change in Civil Service (CSAT paper) exam by the Government, saw our CSAT enrolments dip from 14,287 in fiscal 2015 to 4,145 in fiscal 2016 and consequently the billing for CSAT course decrease from ''186.62 Mn in fiscal 2015 to ''46.74 Mn in fiscal 2016. It adversely impacted our revenue growth and EBIDTA for our Test preparation business.

With our acquisition of the GK Publications business in November 2011, we believe that we have an established brand in the publishing and content development business, in particular, a brand that has built a reputation for publishing niche test prep books, guides, and question banks for popular professional and entrance examinations in India. During the year ended March 31, 2016, we had released over 1,600 titles and had sold over 1.06 million copies under the brand GK Publications.

We also provide infrastructure, educational services and license our ''Indus World Schools'' brand 8 (eight) K-12 schools across India. As on March 31, 2016, almost 2,500 students were enrolled in the Indus World Schools across the States of Punjab, Delhi NCR, Madhya Pradesh, Chhattisgarh, Maharashtra and Haryana.

In the vocational training segment, we had an aggregate of 6,663 enrolments in our training programs under project tenders issued by the Central and various State Governments, during fiscal 2016, across the States of Jharkhand, Odisha, Chhattisgarh, Gujarat, Madhya Pradesh and Uttar Pradesh. With the Government of India and other State Governments promoting private participation in their drive for skill development in India, including through the Prime Minister''s National Policy of Skill Development seeking to train 500 million people in India by 2022, we believe that there is a significant growth opportunity in the vocational training segment. In addition, we undertake certain recruitment, training and event management services for corporate from time to time, through our Subsidiary, Kestone, which, we believe, enables us to build relationships with corporate and drives our placement programs for enrolments in our vocational training programs.

Competition

Competition in each of our business segments, as well as in the education sector as a whole, is generally fragmented. For instance, in the test prep segment, we believe that we face competition in each of the courses that we offer from generally from multiple regional players, in addition to larger players that have wider coverage across India.

In the K-12 segment, especially in metropolitan and other larger cities and towns in India and among the more affluent section of society, we believe that we face greater competitive pressures from private schools and educational institutions (relative to government schools).

The vocational training business is generally driven by programs launched by, and under the aegis of, various State and Central Governments in India in a need-based manner, wherein contracts are awarded through the tender process, where we face competition from other players. We also conduct recruitment, training and event management services for corporates and we face competition from other players including from corporate who may undertake to recruit and train their own staff.

In the publishing and content development business, in addition to competition from traditional print and publishing companies, we face an increasing level of competition from multimedia companies that are engaged in developing educational content and providing multimedia products and services in the education sector

Our test prep and publication and content development businesses also face significant competition from online content provided by internet websites. Online content is typically available to consumers at a lower cost than printed books and guides, and is also interactive and user friendly. In particular, the growing urban population in India with access to the internet may prefer online content over printed material, thereby adversely affecting our test prep business and sales of titles under the GK Publications brand.

Competitive factors may force us to reduce our fees and/or increase our spend in order to continue to attract student enrolments and to retain and attract faculty members, and to pursue new market opportunities. Further, India''s gradual transition from the traditional classroom teaching model to the online or virtual model, and related aspirations and requirements to digitize content and to supplement our network of test prep centers with more innovative new media solutions and technology platforms adds an additional dimension to the challenges posed to us by the competitive factors shaping the education sector in which we currently operate.

Results of our Operations

The function-wise classification of the Standalone Statement of Profit and Loss as follows:

	FY 2016	%	FY 2015	%
Revenue from Operations	1,643.54	95.0%	1,496.27	96.6%
Other Income	85.97	5.0%	53.32	3.4%
Total Revenue	1,729.51	100.0%	1,549.59	100.0%
Operating Expenses	1,550.91	89.7%	1,362.59	87.9%
EBITDA	178.60	10.3%	186.99	12.1%
Depreciation	62.20	3.6%	50.84	3.3%
EBIT	116.41	6.7%	136.15	8.8%
Finance Cost	51.82	3.0%	47.17	3.0%
PBT before Exceptional & Prior period items	64.59	3.7%	88.99	5.7%
Exceptional & Prior period items	-	-	-	-
Profit Before Tax	64.59	3.7%	88.99	5.7%
Tax Expense	20.42	1.2%	23.23	1.5%
Profit after Tax and Exceptional items	44.17	2.6%	65.76	4.2%

	FY 2016	%	FY 2015	%
Revenue from Operations	2,826.41	95.9%	2,735.29	96.6%
Other Income	121.08	4.1%	96.16	3.4%
Total Revenue	2,947.49	100.0%	2,831.45	100.0%
Operating Expenses	2,466.20	83.7%	2,367.80	83.6%
EBITDA	481.29	16.3%	463.65	16.4%
Depreciation	90.01	3.1%	77.39	2.7%
EBIT	391.29	13.3%	386.25	13.6%
Finance Cost	101.57	3.4%	93.57	3.3%
PBT before Exceptional & Prior period items	289.72	9.8%	292.69	10.3%
Exceptional items (net)	-	-	22.84	0.8%
Profit Before Tax	289.72	9.8%	269.85	9.5%
Tax Expense	75.11	2.5%	60.22	2.1%
Profit after Tax before Minority Interest	214.61	7.3%	209.62	7.4%
Share of minority in (loss)/ profit for period	-	-	(0.22)	(0.01)%
Profit after tax	214.61	7.3%	209.85	7.4%

FISCAL 2016 COMPARED TO FISCAL 2015 - ON A STANDALONE BASIS

I. Income

Of the total revenues for the year ended March 31, 2016, on a standalone basis, approx. 95.0% came from Operations while just 5.0% came from Other Income.

The company has identified two reportable business segments as primary segments: Education and training programme (including sale of study material) and Vocational training. The segment have been identified and reported taking into account the nature of products, the differing risks and returns, the organization structure and the internal financial reporting systems.

Education and training programme (including sale of study material) mainly include coaching for higher education entrances. Vocational training includes specific projects undertaken (including government projects). Out of the Revenues from operations, approx. 78.0% came from the Test Preparation and training segment (including sale of study material) and 22.0% came from the Vocational Training segment.

	FY 2016	%	FY 2015	%
Education and training programme (including sale of study material)	1,282.58	78.0%	1,183.14	79.1%
Vocational Training	360.96	22.0%	313.13	20.9%
Total Revenue from Operations	1,643.54	100.0%	1,496.27	100.0%

The Company has identified Geographical Segment as Secondary Segment. The segmentation of revenues by geographical segment on a standalone basis is as follows:

	FY 2016	%	FY 2015	%
Within India	1,605.18	97.7%	1,480.19	98.9%
Overseas	38.36	2.3%	16.08	1.1%
Total Revenue from Operations	1,643.54	100.0%	1,496.27	100.0%

Revenue from Operations

Our total revenue from operations on standalone basis increased by 9.8% from RS, 1,496.27 million in fiscal 2015 to RS, 1,643.54 million in fiscal 2016, primarily on account of an increase in both sale of products and sale of services.

Income from Sale of Products

Income from sale of products increased by 3.6% from RS, 251.83 million in fiscal 2015 to RS, 260.95 million in fiscal 2016, primarily on account of increase in sale of study material given the increase in the number of enrollments across our Test Preparation and Training course offerings over the previous year.

Income from Sale of Services

Income from sale of services increased by 17.9% from RS, 1,111.59 million in fiscal 2015 to RS, 1,310.08 million in fiscal 2016, primarily on account of a 8.6% increase in education and training programs income from RS,

857.93 million in fiscal 2015 to RS, 931.92 million in fiscal 2016 - the growth in our education and training programs income during this period was primarily due to increase in enrolments in, and income from, our Bank PO & SSC and other test prep courses, as enrolments in, and income from, our Civils test prep courses saw a decline during this period due to change in the Civil Services examination pattern. Our Income from Online Education Services increased by 55.4% from '' 45.92 million in fiscal 2015 to '' 71.35 million in fiscal 2016. In addition, there was a 47.7% increase in our vocational training services income, from RS, 207.75 million in fiscal 2015 to RS, 306.81 million in fiscal 2016.

Other Operating Revenue

Our other operating revenue decreased substantially from RS, 132.84 million in fiscal 2015 to RS, 72.51 million in fiscal 2016 showing a 45.4% decrease over the previous year, primarily on account of lower grant income from the government vocational training segment.

Other Income

Our other income increased by 61.2% over the previous year. It rose from RS, 53.32 million in fiscal 2015 to RS, 85.97 million in fiscal 2016.

II. Expenditure

The summary of our expenses on a standalone basis is as follows:

	FY 2016	%	FY 2015	%
Total Revenue	1,729.51	100.0%	1,549.59	100.0%
Purchases of traded goods	153.74	8.9%	145.72	9.4%
Decrease/ (Increase) in inventory of traded goods	2.79	0.2%	(11.68)	-0.8%
Cost of services	719.14	41.6%	613.94	39.6%
Employee benefits expense	248.01	14.3%	247.82	16.0%
Finance costs	51.82	3.0%	47.17	3.0%
Depreciation and amortization expenses	62.20	3.6%	50.84	3.3%
Other expenses	427.24	24.7%	366.79	23.7%
Total Expenses	1,664.92	96.3%	1,460.60	94.3%

Total Expenses

Our total expenditure including interest and finance charges and depreciation/amortization increased by 14.0% from RS, 1,460.60 million in fiscal 2015 to RS, 1,664.92 million in fiscal 2016.

Purchases of traded goods

Our purchases of traded goods increased by 5.5% from RS, 145.72 million in fiscal 2015 to RS, 153.74 million in fiscal 2015, primarily due to increase in purchases of text books from our Subsidiary, CL Media, for circulation as study material to the students enrolled under the Test Preparation and Training courses as well as the Government Vocational Training schemes.

Decrease (Increase) in Inventory of Traded Goods

Our closing inventory decreased by 6.6% from RS, 45.33 million as on March 31, 2015 to RS, 42.54 million as on March 31, 2016.

Cost of Services

Our cost of services increased by 17.1% from RS, 613.94 million in fiscal 2015 to RS, 719.14 million in fiscal 2016, primarily on account of 154.8% increase in Equipment hire expenses payments under Government vocational training schemes and 7.8% increase in payments made to the test prep franchise partners.

Employee Benefit Expenses

Our employee benefit expenses remained flat with a marginal increase of 0.1% from RS, 247.82 million in fiscal 2015 to RS, 248.01 million in fiscal 2016, primarily due to higher expense on ESOP schemes last year that were not incurred this year.

Finance Costs

Our finance costs increased by 9.9% from RS, 47.17 million in fiscal 2015 to RS, 51.82 million in fiscal 2016, primarily due to a 105.0% increase in interest on delay in payment of advance tax, from RS, 1.2 million in fiscal 2015 to RS, 2.46 million in fiscal 2016 and interest on overdraft increased by 13.7% from RS, 32.92 million in fiscal 2015 to RS, 37.45 million in fiscal 2016 given that we increased the credit limit utilization to meet the growing working capital funding needs from the increased scale of operations.

Depreciation/Amortization Expense

Our depreciation/amortization expense increased by 22.3% from RS, 50.84 million in fiscal 2015 to RS, 62.20 million in fiscal 2016, primarily due to increase in the gross block of tangible assets by RS, 32.24 million during fiscal 2016 as well as due to increase in gross block of intangible assets by RS, 12.70 million during fiscal 2016.

Other Expenses

Our other expenses increased by 16.5% from RS, 366.79 million in fiscal 2015 to RS, 427.24 million in fiscal 2016, primarily on account of 41.0% increase in rent expenses from RS, 70.57 million in fiscal 2015 to RS, 99.51 million in fiscal 2016, 38.9% increase in office expenses from RS, 23.72 million in fiscal 2015 to RS, 32.95 million in fiscal 2016; among others.

III. Net Profit after tax and exceptional items

On standalone basis, our net profit decreased by 32.8% from RS, 65.76 million in fiscal 2015 to RS, 44.17 million in fiscal 2016 reflecting a net profit margin of 2.6% of total revenue as against a net profit margin of 4.2% of total revenue in the previous fiscal 2015.

IV. Earnings Per share (EPS)

On standalone basis, our basic EPS decreased by 39.1% during the year to RS, 3.74 per share from RS, 6.14 per share in the previous year. The outstanding shares used in computing the basic EPS were 11,802,697 and 10,708,949 for the year ending March 31, 2016 and March 31, 2015 respectively.

FISCAL 2016 COMPARED TO FISCAL 2015 - ON A CONSOLIDATED BASIS

I. Income

Of the total revenues for the year ended March 31, 2016, on a consolidated basis, approx. 95.9% came from Operations while just 4.1% came from Other Income.

A Major change in Civil Service (CSAT paper) exam, saw our CSAT enrolments dip from 14,287 in fiscal 2015 to 4,145 in fiscal 2016 and consequently the billing for CSAT course decrease from ''186.62 Mn in fiscal 2015 to ''46.74 Mn in fiscal 2016.

Further, Nokia which was a significant corporate client of our subsidiary Kestone through which we provide Managed Manpower Services discontinued its business contract with us due to internal restructuring carried out by Microsoft (Parent Company), post a global financial write off of their investment from August 2015. As a result of these two events our revenue growth and EBIDTA were adversely impacted on consolidated basis.

The group has identified six reportable business segments as primary segments:

- Education & training programme (including sale of study material),

- Sale of educational books

- Manpower management services

- Marketing and sales services

- K - 12

- Vocational training.

The segments have been identified and reported taking into account the nature of products, the differing risks and returns, the organization structure and the internal financial reporting system.

Education & training programme (including sale of study material) mainly includes fees received from the students from our test prep courses.

Sale of educational books mainly includes publishing and sale of educational for various competitive exams

Our manpower managed services is primarily meant to deploy and manage personnel requirements for corporate customers.

Under Marketing and Sales services we conduct various marketing related activities, events, customer awareness and customer engagement and development programs for our corporate customers.

Under the K-12 segment, the group provides soft skills, infrastructure facilities and other support services to schools involved in Kindergarten to senior secondary studies.

Vocational training segment includes specific projects undertaken (including government projects). And other segment includes revenue from integrated solutions to educational institutions.

The segmentation of revenues by business segments on a consolidated basis is as follows:

	FY 2016	%	FY 2015	%
Education and training programme (including sale of study material)	1,287.67	45.6%	1,183.14	43.3%
Vocational Training	360.96	12.8%	313.13	11.4%
K-12	87.55	3.1%	72.59	2.7%
Sale of educational books	379.48	13.4%	408.02	14.9%
Manpower Management services	268.85	9.5%	451.15	16.5%
Marketing and Sales Services	622.62	22.0%	520.76	19.0%
Others	131.29	4.6%	83.56	3.1%
Eliminations	(311.99)	(11.0)%	(297.06)	(10.9)%
Total Revenue from Operations	2,826.41	100.0%	2,735.29	100.0%

The Company has identified Geographical Segment as Secondary Segment. The segmentation of revenues by geographical segment on a consolidated basis is as follows:

	FY 2016	%	FY 2015	%
Within India	2,788.06	98.6%	2,719.21	99.4%
Overseas	38.35	1.4%	16.08	0.6%
Total Revenue from Operations	2,826.41	100.0%	2,735.29	100.0%

Revenue from Operations

Our total revenue from operations on a consolidated basis increased by 3.3% from RS, 2,735.29 million in fiscal 2015 to RS, 2,826.41 million in fiscal 2016, primarily on account of an increase in both sale of products and sale of services.

Income from Sale of Products

Income from sale of products increased by 1.5% from RS, 418.95 million in fiscal 2015 to RS, 425.23 million in fiscal 2016, primarily on account of marginal increase in sale of study material.

Income from Sale of Services

Income from sale of services increased by 5.5% from RS, 2,117.28 million in fiscal 2015 to RS, 2,233.31 million in fiscal 2016, primarily on account of a 8.6% increase in education and training programs income from RS, 857.93 million in fiscal 2015 to RS, 932.01 million in fiscal 2016 - the growth in our education and training programs income during this period was primarily due to increase in enrolments in, and income from, our Banking PIO & SSC and other test prep courses, as enrolments in, and income from, our Civil Services test prep courses saw a decline during this period due to change in the examination pattern.

In addition, there was a 47.7% increase in our vocational training services income, from RS, 207.75 million in fiscal 2015 to RS, 306.81 million in fiscal 2016, This was offset by 40.3% decrease in manpower services income from RS, 450.04 million in fiscal 2015 to RS, 268.61 million in fiscal 2016, given that an ongoing engagement with one of our clients was not renewed during the year.

Other Operating Revenue

Our other operating revenue decreased by 15.7% from RS, 199.06 million in fiscal 2015 to RS, 167.88 million in fiscal 2016 mainly due to decrease in the grant income received under the vocational training programmes being lower by RS, 51.23 million during the year.

Other Income

Our other income increased by 25.9% from RS, 96.16 million in fiscal 2015 to RS, 121.08 million in fiscal 2015, primarily due to higher income on ESOP schemes, interest income from loans and advances, etc.

II. Expenditure

The summary of our expenses on a consolidated basis is as follows:

	FY 2016	%	FY 2015	%
Total Revenue	2,947.49	100.0%	2,831.45	100.0%
Cost of raw material and components consumed	64.96	2.2%	62.16	2.2%
Cost of services	1,179.87	40.0%	1,055.98	37.3%
Purchases of traded goods	34.37	1.2%	19.81	0.7%
Decrease/(increase) in inventories of finished goods, work-in-progress and traded goods	18.44	0.6%	23.43	0.8%
Employee benefit expenses	626.23	21.2%	749.69	26.5%
Finance costs	101.57	3.4%	93.57	3.3%
Depreciation and amortization expense	90.01	3.1%	77.39	2.7%
Other expenses	542.33	18.4%	456.71	16.1%
Total Expenses	2,657.77	90.2%	2,538.76	89.7%

Our total expenditure on a consolidated basis including interest and finance charges and depreciation/amortization increased by 4.7% from RS, 2,538.76 million in fiscal 2015 to RS, 2,657.77 million in fiscal 2016.

Cost of raw material and components consumed

Our cost of raw material and components consumed increased by 4.5% from RS, 62.16 million in fiscal 2015 to RS, 64.96 million in fiscal 2016, primarily due to lower levels of closing inventory of raw materials and components maintained at our Subsidiary CL Media.

Cost of Services

Our cost of services increased by 11.7% from RS, 1,055.98 million in fiscal 2015 to RS, 1,179.87 million in fiscal 2016, primarily on account of 7.8% increase in payments made to the test prep franchise partners, 24.8% increase in amount spent of giveaways under the Events management services conducted under our Subsidiary Kestone, and 38.5% increase in the equipment hire expenses under Government vocational training schemes, among others.

Purchases of traded goods

Our cost of purchases of traded goods increased by 73.5% from RS, 19.81million in fiscal 2015 to RS, 34.37 million in fiscal 2016, primarily due to increase in purchases of text books for circulation as study material to the students enrolled under the Test Preparation and Training courses as well as the Government Vocational Training schemes.

Decrease/ (Increase) in Inventories of Finished Goods, Work-In-Progress and Traded Goods

Our closing inventory levels decreased by 23.3% from RS, 79.05 million as on March 31, 2015 to RS, 60.61 million as on March 31, 2016.

Employee Benefit Expenses

Our employee benefit expenses decreased by 16.5% from RS, 749.69 million in fiscal 2015 to RS, 626.23 million in fiscal 2016, primarily due to a 16.0% decrease in the salary, wages, bonus and other benefits component, 24.4% decrease in the contribution to PF given that a key engagement with one of our manpower management services under our Subsidiary Kestone did not get renewed during the year

Finance Costs

Our finance costs increased by 8.5% from RS, 93.57 million in fiscal 2015 to RS, 101.57 million in fiscal 2016, primarily due to a 11.5% increase in interest on short term borrowings from RS, 73.41 million in Fiscal 2015 to RS, 81.87 million in Fiscal 2016.

Depreciation/Amortization Expense

Our depreciation/amortization expense increased by 16.3% from RS, 77.39 million in fiscal 2015 to RS, 90.01 million in fiscal 2016, primarily due to increase in the gross block of tangible assets by RS, 52.42 million during fiscal 2016 as well as due to increase in gross block of intangible assets by RS, 9.2 million during fiscal 2016.

Other Expenses

Our other expenses increased by 18.75% from RS, 456.71 million in fiscal 2015 to RS, 542.33 million in fiscal 2016, primarily on account of a 3122.1% increase in advances written off from RS, 2.18 million in fiscal 2015 to RS, 70.31 million in fiscal 2016 and a 36.7% increase in rent expenses, from RS, 83.25 million in fiscal 2015 to RS, 113.84 million in fiscal 2016. This was offset by a 94.8% decrease in bad debts written off from RS, 67.72 million in fiscal 2015 to just RS, 3.51 million in fiscal 2016.

III. Exceptional items

On a consolidated basis, while there was no exceptional item recorded in this Fiscal as compared to an exceptional expense recorded to the tune of RS, 22.84 million in fiscal 2015 on account of recording an expense on ESOP scheme.

IV. Net Profit after tax and exceptional items

On consolidated basis, our net profit increased by 2.3% from RS, 209.85 million in fiscal 2015 to RS, 214.61 million in fiscal 2016 reflecting a flat net profit margin of 7.3% of total revenue as against a net profit margin of 7.4% of total revenue in the previous fiscal 2015.

V. Earnings Per share (EPS)

On consolidated basis, our basic EPS before exceptional item fell by 16.3% during the year to RS, 18.18 per share from RS, 21.73 per share in the previous year. The outstanding shares used in computing the basic EPS were 11,802,697 and 10,708,949 for the year ending March 31, 2016 and March 31, 2015 respectively.

Company''s Future Outlook

It is our continued endeavor to strengthen our role as a diversified provider of educational services. We plan to expand our geographical reach, increase our product offerings across our business segments.

Expand our geographical footprint and increase test prep center utilization across India

We believe that the aptitude-based test prep business is easier to scale than knowledge-based test prep, as it uses standardized content and has mobility of faculty across courses, unlike knowledge-based exams, which are generally more individual-driven. We believe that this offers us a growth opportunity in our aptitude based test prep business, across an array of product offerings. Accordingly, we seek to continue expanding our test prep center network across India, leveraging recognition of our brand Career Launcher, primarily through our scalable, asset-light, less capital-intensive business partnership model. In this relation, we may also continue to explore strategic organic and inorganic expansion opportunities that may arise for us in the future.

In addition, we are continuing to explore opportunities to expand our product and service offerings and to improve test prep center utilization, including by increasing the number of courses offered at each test prep center.

Develop and derive synergies from our publishing and content development business

As part of our ongoing larger strategy of diversification, we seek to continue to develop and derive synergies from our publishing and content development business, including in terms of expanding our dealer and distributor network and expanding our content library, through our in-house content development team as well as through independent content providers.

We consider our GK Publications business to be synergistic with our other lines of business, in particular, our test prep business, allowing us to reach out to what we believe to be a significant student population currently relying on self-study instead of classroom training and tutorials. We seek to continue to leverage and develop GK Publications'' brand value and market reputation, wide content library, and extensive distribution network to tap further opportunities to cross-sell our test prep courses (among students buying GK Publications titles, to incentivize them to enrol in our Career Launcher test prep courses) and to monetize our content (including content developed and published by us in-house under our brand GK Publications) through offering such content as course material and supplementary reference material in our test prep business.

We have also introduced dual language titles, across different examinations, with the objective of deepening our presence in regional markets. We continue to explore opportunities for the introduction of dual language titles. We are also deploying dual language titles simultaneously on digital platforms, with the objective of extending our reach beyond our physical dealer and distributor network.

Diversify our business into the B2BC spectrum of the education sector

While our test prep, publishing and content development, vocational training and K-12 school businesses have historically focused primarily on the business-to-customer (B2C) spectrum of the education sector, we believe that there is a significant growth opportunity for us in the business-to-business-to-consumer (B2BC) spectrum of the education sector

Under our brand CL Media, we offer integrated solutions to educational institutions and universities across India, including business advisory and outreach support services, with the objective of facilitating such educational institutions and universities in improving their intake and graduate outcomes. Pursuant to our 51% acquisition of Accenture in September 2015, we also offer research incubation and support services to educational institutions and universities under the Accenture brand, with the objective of facilitating educational institutions and universities in establishing their institutional credibility, international presence and thought leadership, by improving their research output in terms of both the quality and quantity of research articles published by them.

In addition to expanding our offerings in the B2BC spectrum of the education sector, we believe that our operations in this business will enable growth in our Career Launcher test prep and GK Publications publishing and content development businesses, by providing us access to students and faculty at these educational institutions and universities. We believe that this ''knowledge enterprise'' enables universities, colleges and schools to become more competitive, by providing them research, Testing Assessment, Analytics and Filtering from testing to student selection, enabling the educational institutions and universities online, providing integrated career development services on campus, as well as providing integrated marketing services.

Develop and implement innovative business initiatives

We seek to expand our customer base and revenue-generation capabilities, to target the growing and increasingly mobile Indian middle class with rising household incomes, including through exploring a variety of innovative and technology-enhanced platforms as well as new media initiatives, targeted towards on-demand learning.

As the Internet and smart phones and other mobile devices continue to gain widespread use and acceptance throughout India, we seek to leverage our education brand, knowledge and human capital to enhance our existing physical and digital reach, increase capacity utilization at each of our individual test prep centers, and develop new and complementary online programs, services and products, including interactive content through mobile and tablet applications and through our websites, as well as the creation of micro sites and digital marketing, lead generation, referral and student admission and engagement strategies for our clients who are educational institutions and universities. Moreover, we are exploring opportunities to grow our test prep and content development and publication businesses, through partnerships and strategic alliances for providing customized on-demand online content, publication of e-books or other modes of digital distribution in the future.

We believe that such initiatives would allow us to reach out to, and engage with, a significant student and customer base beyond our physical network, who are currently unable to access our products and services due to geographical limitations, thus providing us with a competitive advantage over other players in the educational sector, who may be continuing to rely on conventional modes of marketing, distribution and delivery. In addition, we believe that our innovative business initiatives and foray into digital modes of marketing, distribution and delivery will also support and complement our business in the B2BC segment.

Capitalize on opportunities in the vocational training business

Growth drivers for vocational training in India include India''s growing population in the working age group and the current infrastructural constraints in the Indian public education system as a result of which, a large number of job aspirants in India lack formal vocational training or identifiable vocational skills and industry-readiness. Moreover, with the GoI and other State Governments promoting skill development in India, there is a significant growth opportunity in the vocational training segment, in sectors and areas including auto dealerships and service centers, BFSI, construction, IT-ITeS and organized retail.

(Source: CRISIL Research)

Further, we believe that India''s transition from a primarily agricultural economy to a more service-oriented economy, coupled with increasing geographical mobility, influenced by job aspirants seeking to migrate from rural and semi-urban regions to larger and more urban cities and towns, which may offer more attractive employment opportunities, provides us with a unique opportunity to grow our vocational training business.

Vendor selection for Government-funded vocational training programs is based on various criteria including technical competencies, past experience and our projected costs of implementing such programs. In view of our technical competencies, relevant experience and placement record, pursuant to our vocational training programs, we believe that we are well-positioned to continue to win contracts for implementation of Government-funded vocational training programs across India, in the future.

1. Dividend

Your Directors do not recommend any dividend for the year 2015-16.

2. Capital and Finance

Issue of equity share capital during the financial year 2015-16:

S.No.	Date Of Number Of Face Allotment Equity Shares (Rs,)	Value Issue Price (Rs,)	Nature Of Consideration	Nature Of Allotment	Equity Share Capital (Rs,)
1	May 13, 2015 2,400 10	300	Cash	Allotment against exercise of options granted under ESOP 20081	0.02
2	September 7, 79,774 10 2015	590	Other than cash	Preferential Allotment2	0.80
3	September 7, 185,830 10 2015	590	Other than cash	Preferential Allotment3	1.86
4	January 20, 2016 5,000 10	210	Cash	Allotment against exercise of options granted under ESOP 20084	0.05
5	January 20, 2016 21,429 10	350	Cash	Allotment against exercise of options granted under ESOP 20085	0.21

3. Disclosure of Energy conservation, Technology Absorption & Foreign Exch. Inflows & Outflows

Information as per the Rule 8 of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, Internal financial control systems etc.

a) Conservation of Energy - The planning and installation of equipment of the Company is done in a manner such that maximum energy is conserved. To the extent possible, energy efficient equipment and instruments are used.

b) Technology absorption - Since your Company does not carry out any manufacturing activity, the particulars regarding technology absorption and other particulars as required to be stated by the Companies Act, 2013 and rules made there under are not applicable.

c) The foreign exchange earnings and outflows are detailed below:-Earnings in Foreign Exchange (on accrual basis)

Particulars	FY 2016	FY 2015
Test preparation training services	18.04	10.26
Sale of study material	20.32	5.82
Total	38.36	16.08

Expenditure in Foreign Currency (on accrual basis):

Particulars	FY 2016	FY 2015
Travelling and conveyance	0.83	1.13
Bank charges	0.11	0.08
Rent	2.86	1.43
Salary and wages	2.58	1.56
Faculty expenses	0.95	10.60
Others	29.43	3.53
Total	36.76	18.34

4. Internal Financial Control Systems

CL has aligned its current systems of internal financial control with the requirement of the Companies Act 2013. The Internal Control system is intended to increase transparency and accountability in an organization’s process of designing and implementing a system of internal control. 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. CL''s internal controls are commensurate with its size and the nature of its operations. These have been designed to provide 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 revenue as well as expenditure. 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 best practices.

Our management assessed the effectiveness of the Company''s internal control over financial reporting as of March 31, 2016. The assessment involved self review, peer review and external audit.

CL has appointed Axis Risk Consulting Services Pvt. Ltd. to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors (Haribhakti & Co. LLP) and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations such as IT processes and general controls, accounting and finance, procurement, employee engagement, including most of the subsidiaries. The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets CL''s statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically.

During the year 2015-16, the Company appointed Manchanda & Manchanda, Chartered Accountants in order to check upon the adequacy and effectiveness of as well as to report on the gaps in the Internal Financial Control Systems and processes within the organization with respect to revenue, procurement, payroll, Inventory, Finance & Accounts and Statutory Compliance (Taxation) along with its recommendations. The Firm reviewed the processes and transactions and issued its summary report which was considered by the Audit Committee at its meeting held on June 25, 2016

Haribhakti & Co. LLP, the statutory auditors of CL has audited the financial statements included in this annual report and has issued an attestation report on our internal control over financial reporting (as defined in section 143 of Companies Act 2013).

Qualified opinion given by the Auditor in CL Standalone Report:

According to the information and explanations given to us and based on our audit, the following material weakness has been identified as at March 31, 2016: a) The Company does not have a comprehensive procurement policy for purchase of goods and services, which could potentially result in the Company procuring unnecessary goods and services, or procuring goods of lower quality, or procure goods and services at unreasonable prices.

Management''s response:

A Comprehensive Procurement policy shall be formulated, which would incorporate requirements of:

- Periodic vendor master review

- Restricted access to vendor master

- Compulsory Vendor Registration Forms for vendor code creation

- Requirement of at least three vendor quotations and exception approvals

Qualified opinion on adequacy (and therefore operating effectiveness) of Internal Financial Controls Over Financial Reporting for CL on a consolidated basis

According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified as at March 31, 2016:

a) In case of CL Educate Limited and Kestone Integrated Marketing Services Private Limited, they did not have comprehensive procurement policies for purchase of goods and services, which could potentially result in the respective companies procuring unnecessary goods and services, or procuring goods of lower quality, or procure goods and services at unreasonable prices.

b) In case of Kestone Integrated Marketing Services Private Limited, it does not maintain adequate documentation for incomplete event management services at any given point of time. This could potentially result in incorrect recording of provisional revenue and corresponding provisional expenses in respect of such incomplete services at the reporting date.

c) In case of Career Launcher Education Infrastructure and Services Limited, it does not have comprehensive policy for periodical review and reconciliation of students and fee income recorded in the books of account. This could potentially result in incorrect recording of revenue.

d) In case of G.K. Publications Private Limited, it does not maintain adequate records related to employees'' master data and there is no policy to review and update master data at reasonable intervals. This could potentially result in incorrect salary processing and/ or incorrect provision for employee benefits

Management''s response:

While clear processes were defined and operating people were aware of the standard operating proceeding, however much of the policies were not documented. The said policies have now been documented and put in place. Necessary process related to documentation of policies/procedures and periodical review of the policies have now been put in place or is in the process of being put in place.

5. 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 organizational vision.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, the names of the top ten employees in terms of remuneration drawn, as on March 31, 2016, along with the relevant information thereon is given in Annexure II.

Further, during the year 2015-16, there was no employee who:

(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees;

(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakhs and fifty thousand rupees per month;

(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

6. Directors and Key Managerial Personnel

6a. Appointments & Resignations during the year 2015-16:

Ms. Madhumita Ganguli , who was appointed as a Nominee Director (nominee of Housing Development Finance Corporation Limited (HDFC)) of the Company on 16.09.2014, resigned from the Board on and with effect from 07.04.2015.

The Independent Directors of the Company have declared that they meet the criteria of independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of independence.

During the year, the independent directors of the Company met separately, without the attendance of no independent directors, or any other official of the Company or members of its management on October 26, 2015 and again on January 29, 2016.

All Directors have disclosed their Directorship and interest in other Companies in specified formats as prescribed in Companies Act, 2013.

6b. Retirement by Rotation:

Mr. Nikhil Mahajan (DIN:00033404) , Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. The notice convening the Annual General Meeting includes the proposal for re-appointment of Mr. Nikhil Mahajan.

7. Auditors

At their respective meetings held on July 22, 2014, the Audit Committee as well as the Board of Directors of the Company had approved of the appointment of M/s. Haribhakti & Co., LLP, Chartered Accountants., for an initial term of 5 years. At the Annual General Meeting of the Company held on September 5, 2014, the members of the Company confirmed the Board''s recommendation by appointing M/s. Haribhakti & Co., LLP, Chartered Accountants., for an initial term of 5 years.

In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors has to be placed for ratification at every Annual General Meeting.

Accordingly, the appointment of M/s. Haribhakti & Co., LLP, Chartered Accountants, as the statutory auditors of the Company, is placed for ratification by the shareholders.

The Company has received confirmation from the firm regarding its consent for such appointment, and eligibility under Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 for appointment as the Auditor of the Company.

The Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The members are requested to ratify the appointment of the Auditors as well as to authorize the Board to fix the Auditor''s remuneration.

In this connection, the attention of the members is invited to item no. 3 of the Notice convening the Annual General Meeting.

7a. Auditors'' Report

Your Directors'' reply to the reservations and views of the auditors expressed in the Statutory Auditor''s report are as under:

1. Clause No. (iii)(a) of Annexure I to the Independent Auditors Report:

The Company has granted unsecured loans to companies and other parties covered in the register maintained under Section 189 of the Act and we are of the opinion that the terms and conditions of loans granted by the Company to 2 parties covered in the register maintained under Section 189 of the Act, (total loan amount granted Rs. 10,000 and balance outstanding as at balance sheet date Rs.61, 472,802 are prejudicial to the Company’s interest on account of the fact that the Company is not charging any interest on such loans.

Managements'' response:

In view of the Business operations of CLEF (one Party), the loan amount remained dormant during this Financial Year and, for the interest of CL, the outstanding loan amount has been guaranteed by Bilakes Consulting Private Limited, a promoter controlled entity.

Kestone Asia Hub Pte. Ltd. (other party), is the wholly owned subsidiary Company of Kestone (wholly owned subsidiary Company of CL), hence not charging of interest amount will not impact the overall viability of CL Group. And as the Kestone Asia just started its business in Singapore, CL hopes that Foreign Subsidiary will be able to repay the outstanding amount in near future.

2. Clause (vii) (a) of Annexure I to the Independent Auditor S Report:

The Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, service tax, value added tax, customs duty, excise duty, cess and any other material statutory dues applicable to it, however, there have been significant delays in few cases. According to the information and explanations given to us, undisputed dues in respect of provident fund, employees’ state insurance, income tax, sales tax, service tax, value added tax, customs duty, excise duty, cess and any other material statutory dues applicable to it, which were outstanding, at the year-end for a period of more than six months from the date they became payable are as follows:

Name of the statute	Nature of the dues	Amount (in '')	Period to which the Amount relates	Due date	Date of payment
Income Tax Act, 1961	Advance tax	2,724,334	April 1, 2015 to June 30, 2015	June 15, 2015	Not yet Paid
Income Tax Act, 1961	Advance tax	8,173,001	July 1,2015 to September 30, 2015	September 15, 2015	Not yet Paid

Managements'' response: Due to unpredictability of business, it is slightly difficult to estimate the net tax liability to be deposited so early in the year and hence generally the Company waits till March, when its liability estimates is much clear to deposit advance tax with appropriate interest.

There are following instances of fraud reported by auditors under sub section (12) of section 143.

- Inappropriate actions by an employee of the Company that involved unauthorized payment of personal utility bills like electricity, water, telephone etc. and embezzlement of funds of the Company amounting '' 3,600,708 by transferring to personal bank accounts including family members.

- Embezzlement of cash by center manager in collusion with 3 other employees of the Company aggregating '' 1,100,000 at its Connaught Place, New Delhi center. According to the information and explanation given to us, management has taken appropriate actions in respect of these matters. Refer note 46 of the financial statements.

The same had been thoroughly investigated, handled and closed. And the services of all such employees involved have been terminated. Further, the amounts have been recovered by the Company from such employees. Systems and processes have been further tightened to prevent recurrence of any such instance in future.

8. Internal Auditor

Pursuant to section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, on October 26, 2015, the Company has extended the existing term of M/s Axis Risk Consulting Services

Private Limited as the Internal Auditor of the Company upto March 31, 2017 and has set out the scope and timelines with respect to the services rendered by the Internal Auditor, as well as the fee payable against the same.

The Internal Auditor presents its audit report before the Audit Committee on a quarterly basis.

9. Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014 and Notification issued by Ministry of Corporate Affairs dated December 31, 2014, on and from the financial year commencing April 1, 2014, the Companies in Education Sector are required to get their cost records audited.

The Company re-appointed M/s Sunny Chhabra & Co., Cost Accountants as the Cost Auditor of the Company for the Financial Year 2015-16 and 2016-17 on October 26, 2015 and April 29, 2016 respectively.

10. Public Deposits

During the year under review, your Company has not accepted any public deposits under any relevant applicable provisions contained in the Companies Act, 2013, and/or rules there under.

11. Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company at the Board Meeting held on February 16, 2015 approved of a Policy on CSR. The Policy has been hosted on the website of the Company.

As part of CSR initiatives, your Company, during the financial years 2014-15 & 2015-16 has, amongst other activities, earmarked the funds to be invested in the CSR activities/ projects. It intends to spend the said amount in following mentioned areas:

(a) Driving research and innovation and funding technology incubators located within academic institutions which are approved by the Central Government, and/or

(b) Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic Sports; and/or

(c) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art, setting up public libraries, promotion and development of traditional arts and handicrafts. These projects are as prescribed under the Schedule VII of the Companies Act, 2013.

11a. CSR activities as per the Companies Act 2013

Even after earmarking the funds for specific CSR activities, as well as determining the target activities/ projects to be undertaken, the Company has not been able to spend the funds on the said activities as specific profits could not be identified. However the company has now identified the specific profits for spending the money and we shall be able to deploy the money during the current financial year.

The CSR Policy of the Company is attached as Annexure-HI to this Report.

12. Extract of Annual Return

Pursuant to Section 92 of the Companies Act, 2013 read with the Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in prescribed MGT-9 is attached as Annexure-IV.

13. Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013, the Board has adopted a methodology for evaluating the performance of every individual Director, of the Chairperson of the Company, of the Board as a whole, of the Independent, as well as of the Non—Independent Directors of the Company, and of the functioning of the committees .

The board of directors carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements.

The performance of the Board as well as Committees was evaluated by the Independent Directors after seeking inputs from all the Non-Executive Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the 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.

In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

14. Particulars of Loans, Guarantees and Investments

Details of loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

15. Particulars of Contracts or Arrangements with Related Parties

All transactions entered by the Company with Related Parties during the year were in the Ordinary Course of Business and were at Arm''s Length pricing basis. The Audit Committee granted omnibus approval for the transactions (which were all routine and repetitive in nature) and the same was reviewed and approved by the Board of Directors. There were no materially significant transactions with Related Parties during the financial year 2015-16 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.

The particulars of contracts or arrangements with related parties in prescribed form AOC-II is annexed as Annexure-V.

16. Amount proposed to be carried to any reserves

Pursuant to section 134(3)(j), there is no amount which the Company proposes to carry to any reserve in the Balance Sheet.

17. Material changes

There have been no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2016) and the date of the Report (July 28 , 2016).

18. Risk Management Policy

Your Company has a robust Risk Management policy. The Company, through a steering committee oversees the Risk Management process including risk identification, Impact assessment, effective implementation of mitigation plans and risk reporting. The policy forms a part of the Board Report and is given in Annexure-VI.

19. Vigil Mechanism / Whistle Blower Policy

Your Company has established a Vigil Mechanism/ Whistle Blower Policy to enable stakeholders (including Directors, Employees, retainers, franchisees ) to report unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and 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 has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The Whistle Blower Policy has been disclosed on the Company''s website under the web link http://www.cleducate.com/policies.html.

20. Sexual Harassment of Women at Workplace

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (India) and the Rules there under.

During FY 2015-16, the Company received 1 complaint on sexual harassment which was resolved with appropriate action taken.

The policy against Sexual Harassment is made available to employees on the Company''s intranet (CL Zone) as well as through the website of the Company.

21. Corporate Governance

21a. Directors'' Nomination and Remuneration Policy

The process of determining the Remuneration of the Directors is initiated with the general body of shareholders approving the overall maximum managerial 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 the specific recommendation of the Nomination, Remuneration and Compensation Committee (comprising of all non-executive Directors, with majority of them being independent), while also keeping the provisions of Companies Act 2013 in mind.

The document evidencing the process of determination of remuneration of Directors, i.e. the latest Recommendation Report issued by the Nomination, Remuneration and Compensation Committee is attached as Annexure-VII to this Report.

Remuneration Recommended (by NRC Committee and Board) as payable to WTDs for the year 2015-16

S.No.	Whole Time Director	Fixed Compensation	Variable Compensation	Total Compensation
1	Satya Narayanan. R	6.96	3.48	10.44
2	Gautam Puri	6.96	3.48	10.44
3	Nikhil Mahajan	6.77	3.37	10.14

Remuneration actually paid to WTDs for the year 2015-16

Component of Salary	Satya Narayanan .R	Gautam Puri	Nikhil Mahajan
Fixed component	6.81	6.81	6.79*

Variable component	0.00	0.00	0.00
Total	6.81	6.81	6.79*

* This includes an amount equivalent to 10,000 AED per month, which is paid to Mr. Nikhil Mahajan from the Co’s Dubai business operations.

21b Recommended commission payable to the Non-Executive directors for 2015-16

S.No.	Name of the Non-executive Independent Directors	Commission payable for 2015-16
1	Mr. Sridar Iyengar	0.25% of the net profits
2	Mr. Safir Anand	0.15% of the net profits
3	Mr. Viraj Tyagi	0.15% of the net profits
4	Mr. Kamil Hasan	0.15% of the net profits
5	Ms. Sangeeta Modi	0.15% of the net profits

Commission actually paid to Non-Executive Directors for the year 2015-16

Independent Directors	Commission paid
Mr. Sridar Iyengar	0.11
Mr. Safir Anand	0.07
Mr. Viraj Tyagi	0.07
Mr. Kamil Hasan	0.07
Ms. Sangeeta Modi	0.07

21c. Shares issued under ESOP during FY 2015-16 Details of options exercised during the FY 2015-16

S.No.	Date of Allotment	Name of the Allottee	Vesting	No. of Options Exercised	Price per Share ( '')
1	May 13, 2015	Mr. Sridar Iyengar	Vest 3	800	300
2	May 13, 2015	Mr. Viraj Tyagi	Vest 3	800	300
3	May 13, 2015	Mr. Safir Anand	Vest 3	800	300

4	January 20, 2016	Mr. Shantanu Prakash	Vest 1	21,429	350
5	January 20, 2016	Mr. Sanjeev Srivastava	Vest 1	5,000	210

21d. Details of CL ESOP 2008 Scheme:

S. no.	Particulars	Details of the extant CL ESOP Scheme as on March 31, 2016 (on a Cumulative basis)
(a)	Options granted	272,468
(b)	Options vested (excluding the options that have been exercised)	152,228
(c)	Options exercised	36,504
(d)	The total number of shares arising as a result of exercise of option;	188,732
	The total number of options	152,228
	exercisable at the end of the year
(e)	Options forfeited/lapsed/cancelled	70,986
(f)	Exercise Price of outstanding ESOPs	'' 175 - 430
(g)	Variation of terms of options	There is no variation in the terms of options except:
	(The Company has adopted the	1. Extension of exercise period with respect to
	Amended and Restated Career	options granted to Mr. Shantanu Prakash from
	Launcher Employee Stock Options	36 months to 60 months at the Board meeting
	Plan 2014 in its Board Meeting held	dated September 22, 2014.
	on January 29, 2016 and the same has been approved by the shareholders of the Company in their EGM held on March 22, 2016)	2. Extension of exercise period with respect to
		the 2nd vested options granted to independent directors of the Company was extended upto August 31, 2014 at the Board meeting dated August 11, 2014. 3. Extension of exercise period with respect to options granted to independent directors of the Company from 36 months to 60 months at the Board meeting dated January 24, 2013.

(h)	Money realized by exercise of options	'' 11,200,775
(i)	Total number of options in force	164,978
(j)	Employee wise details of options granted to Directors/ Key management personnel (as on date)
I.	Name of Director and Key (Senior) Management Personnel	No. of options granted under ESOP Scheme
	Sridar Iyengar	4,000
	Safir Anand	4,000
	Viraj Tyagi	4,000
	Shantanu Prakash (Ceased to be a director on Board of CLEIS on and with effect from April 1, 2015)	142,857
	Sanjeev Srivastava	25,000
	Ajit Kumar	6,500
	Himanshu Jain	4,100
	Piyush Gupta	11,500
	Ruchika Govila	2,500
	Rachna Sharma	3,000
	Total	207,457
II.	Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year	Name of Employee No. of options granted under ESOP Scheme
		Year 2011-12, Total No. of grants: 37,500
		More than 5%

		Sanjay Shivnani# 12,000 (32.00%)
		Dipanjan Das # 6,000 (16.00%)
		Saaket Arora # 4,000 (10.67%)
		Vinod V V# 2,500 (6.67%)
		Year 2013-14, Total No. of grants 5,000
		More than 5%
		Vivek Garg # 5,000 (100%)
		Year 2014-15,total no. of grants: 23,500
		More than 5% :
		Niharika Mittal# 2,500 (10.64%)
		Vivek Garg# 2,000 (8.51%)
		Manav Agarwal# 2,000 (8.51%)
		#As on date, these are no more the employees of the Company
III.	Identified employees who were granted options during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of our Company at the time of grant.	Mr. Shantanu Prakash (then director on the board of CLEIS) was granted 142,857 options on January 28, 2009, which was approximately 1.63% of the issued capital at the time of the grant.

21e. Details of Board (& Committee) Meetings held during FY 2015-16

During the Financial Year ended March 31, 2016, Ten (10) physical meetings of the Board were held. Details of the Board as well as Committee meetings held during the year are as follows:

S. No.	Date of Board	Board Strength	No. of Directors Present*
	Meeting
1	13 May, 2015	9	6

2	23 Jun, 2015	9	6
3	03 Aug, 2015	9	7
4	07 Sep, 2015	9	4
5	26 Oct, 2015	9	7
6	30 Nov, 2015	9	6
7	10 Dec, 2015	9	5
8	20 Jan, 2016	9	3
9	29 Jan, 2016	9	8
10	16 Mar, 2016	9	5

*The Attendance at the Board Meetings as given hereinabove does not consider/include the Directors participating in the meeting through tele-conferencing facility.

Members'' Attendance at Board and Committee Meetings held during the year 2015-16:

Board and Board Committees	Board Meeting*	Audit Committee	Nomination, Remuneration and Compensation Committee	CSR Committee	Stakeholder Committee	Risk Mgt. Committee
Meetings held	10	5	2	1	3	1
Directors'' Attendance*
Satya Narayanan .R	10	NA	NA	1	NA	1
GautamPuri	10	NA	2	1	3	1
Nikhil Mahajan	10	5	NA	NA	3	1
Sridar Iyengar	7	5	NA	NA	NA	NA
Kamil Hasan	2	2	2	NA	NA	NA
SafirAnand1	5	NA	2	1	3	NA
VirajTyagi2	6	4	2	NA	NA	NA

Gopal Jain3	3	4	2	NA	NA	NA
Sangeeta Modi4	4	NA	NA	NA	NA	NA

*The individual Directors'' Attendance at Board Meetings as given hereinabove does not consider/include the following:

¹Mr. Safir Anand attended the Board meeting held on December 10, 2015 through Tele-Conference.

²Mr. Viraj Tyagi attended the Board meeting held on December 10, 2015 through Tele-Conferencing.

³Mr. Gopal Jain attended the Board meetings held on November 30, 2015, December 10, 2015, January 20, 2016, and January 29, 2016, through Tele-Conferencing.

⁴Ms. Sangeeta Modi attended the Board meeting held on May 13, 15, through Tele-Conferencing.

Number of Committee Meetings held during the year 2015-16, with dates is as under:

S. No.	Name of Committee	Quarter	Date of Meeting
1	Audit Committee	Q-1	13 May, 15
		Q-1	23 Jun, 15
		Q-2	03 Aug, 15
		Q-3	26 Oct, 15
		Q-4	29 Jan, 16
2	Nomination, Remuneration and Compensation Committee	Q-1	11 Jun, 15
		Q-4	29 Jan, 16
3	Stakeholders Relationship Committee	Q-2	03 Aug, 15
		Q-3	26 Oct,15
		Q-4	29 Jan, 16
4	Risk Management Committee	Q-3	26 Oct, 15
5	CSR Committee	Q-3	26 Oct, 15

21f. Declaration of Independence from Independent Directors

Pursuant to sub-section (7) of section 149 of the Companies Act, 2013, the Company has received the declaration of Independence from all the Independent Directors of the Company at its Board Meeting held on April 29, 2016.

Earlier, pursuant to sub-section (10) & (11) of section 149 of the Companies Act, 2013, the board had, at its Meeting held on July 22, 2014, formalized the appointment of all Independent Directors for an initial period of 5 years w.e.f April 1, 2014.

The latest Corporate Governance Report of the Company is attached as Annexure-VIII to this Report.

22. Directors Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

b) appropriate Accounting Policies have been selected and applied consistently and they have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company on March 31, 2016 and of the Profit and Loss of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis and that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

e) That systems to ensure compliance with the provisions of all applicable laws place and were in were adequate and operating effectively.

23. Acknowledgement

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

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

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

Sd/- Sd/-

Gautam Puri Nikhil Mahajan

Vice Chairman & MD Executive Director & CFO

DIN: 00033548 DIN: 00033404

Address: R-90, Greater Kailash, Part-I,

Address: House No. 457, Sector - 30,

New Delhi - 110 048 Faridabad - 121 003, Haryana

Place: New Delhi Date : July 28, 2016

---

Mar 31, 2015

We have the pleasure of presenting the 19th Annual Report of our Company together with the Audited Accounts for the year ended March 31^st, 2015.

1. Results of our Operations 1a. CL Educate Standalone

(Figures in Rs, Mn)

	FY 2015	FY 2014
Total Income	1,549.59	1,236.14
Total Expenditure	1,460.60	1,192.93
Profit before tax	88.99	43.21
Exceptional Expenses	-	15.49
Prior Period Expenses/ (Income)	-	0.48
Tax Expenses	23.23	9.75
Profit after tax	65.76	17.49
Profits brought
forward from	298.42	280.93
previous year
Cumulative Surplus
carried to Balance	354.73	298.42
sheet

1b. CL Group Consolidated including K12

(Figures in Rs,Mn)

	FY 2015	FY 2014
Total Income	2,831.45	2,276.54
Total Expenditure	2,538.76	2,079.56
Profit before tax	292.69	196.98
Exceptional items	22.84	13.26

Prior Period expense		1.9
Tax Expense/ (Benefit)	60.22	24.49
Profit after tax	209.85	148.00
Profits brought forward from previous year	453.87	385.58
Cumulative Surplus carried to Balance sheet	70.95	453.87

2. Financial Highlights

2a. CL Educate Standalone

Our Operating Income increased to Rs, 1496.37 Mn from Rs, 1,183.11 Mn in the previous year, at a growth rate of 26.48%. While our Test Preparation revenues increased to Rs,1,183.24 Mn reflecting a growth rate of about 15.98% over the previous year 2014, the vocational business revenue grew by over 92.25% to reach Rs, 313.13 Mn.

Our Total Income was at Rs, 1549.59 Mn as against Rs, 1236.14 Mn in the previous year. The Other Income is quite similar this year at Rs, 53.22 Mn vis-3-vis Rs, 53.04 Mn last year.

While the total expenses increased by Rs, 267.67 Mn over the previous year, the overall PBT for FY15 increased from Rs, 27.13 Mn to Rs, 88.99 Mn. Similarly, Earning per share (Basic) rose to Rs, 6.14 this year from an EPS Rs, 3.50 the previous year.

In the Test Prep stream, while the MBA market started improving marginally, the overall Test Prep revenue increased due to our Company’s continued efforts to promote non MBA products like LAW and market acceptance of the products like Civil Services Aptitude Test (CSAT) and Banking Services/ SSC that were introduced the over the last 24 months.

In Kestone Integrated Marketing Services Pvt. Ltd., both Integrated Management Services (IMS) and Manpower Management Services (MMS) streams of business continued to do very well during the year.

In CL Media Pvt. Ltd., there were several new marketing alliances with both institutes as well as corporate. The publishing arm of CL Media also continued to function well with increased demand from both CL Educate and GK Publications in FY15.

GK Publications introduced several new titles in FY15 while continuing to launch titles in Hindi as well.

2. Investments in subsidiaries/ associates

Our investment in our subsidiary Career Launcher Education and Infrastructure Services (0CLEIS") was increased from Rs, 223.99 million as at March 31, 2014 to Rs, 1,296.77 million as at March 31, 2015 bringing up our shareholding in the subsidiary CLEIS from 57.55% as at March 31, 2014 to 97.94% at March 31, 2015.

3. Loans and Advances and other non-current assets

The following tables provide details of our long-term and short-term loans, advances and other noncurrent assets.

Long-term loans & advances and other non-current assets

(Figures in Rs, Mn)

	Standalone		Consolidated
	FY 2015	FY 2014	FY 2015	FY 2014
Capital advances	1.1	1.3	13.4	13.6
Security deposits	11.6	8.1	16.1	12.3
Service tax paid under protest	21.3	21.3	-	-

Loans and
advances to	0.1	2.1	0.1	2.1
employees
Advance income-tax	31.2	46.4	110.5	117.8
MAT Credit Entitlement	5.1	5.5	52.4	39.8
Balances
recoverable
from	-	-	21.3	21.3
government authorities
Others	0.02	0.02	0.4	0.4
Interest
accrued on non-current	-	0.1	-	0.1
deposits
Non-current
bank balances	112.3	132.3	112.3	132.3
Other receivables	-	-	2.5	0
Total	182.7	217.1	328.9	339.7

Capital advances represent the amount paid in advance on capital expenditure.

Security deposits represent electricity deposits, telephone deposits, insurance deposits and deposits of similar nature.

Service tax paid under protest is against a demand for service tax aggregating Rs, 160.8 million (previous year Rs, 160.8 million) for the period July 1, 2003 to September 30, 2010 that has been disputed by the Company. We have preferred an appeal with CESTAT against these orders of the Commissioner of Service tax. The Company has paid Rs, 21.3 million (previous year Rs, 21.3 million) against the said demand under protest.

Advance Income Tax (net of provision) represents the domestic corporate tax. Non-current bank balances are balances held under margin money deposits and under lien deposits.

Short-term loans & advances

(Figures in Rs, Mn)

	Standalone		Consolidated
	FY 2015	FY 2014	FY 2015	FY 2014
Security Deposits	16.0	13.1	25.9	23.9
Loans and
advances to related	129.0	80.0	456.0	419.3
parties
Loans and
advances to	3.4	2.2	-	-
others
Loans and
advances to	3.8	0.3	7.3	1.9
employees
Balance with
government	1.3	0.4	2.4	0.4
authorities
Prepaid expenses	94.5	105.9	97.3	109.0
Loan and
advances to	0.1	0.1	0.1	0.1
franchisees
Advance to suppliers	3.0	0.1	9.9	4.3
Receivable from others	32.0	2.8	30.9	2.7
Intercorpora te Deposits	-	-	-	0.1
Gratuity Assets	-	-	0.0	0.2
Total	283.0	204.9	630.6	561.9

On a standalone basis, Loans and advances to related parties as at March 31, 2015 comprise Rs, 52.9 million loan to Career Launcher Education Foundation, Rs, 8 million loan to Kestone Asia Educational Hub Pte. Ltd., Rs, 24.8 million loan to Nalanda Foundation, Rs, 30.5 million loan to CL Media and Rs, 14.3 million loan to GK Publications Pvt. Limited.

On consolidated basis, Loans and advances to group entities as at March 31, 2015 comprise Rs, 132.7 million loan to Career Launcher Education Foundation, Rs, 308.1 million loan to Nalanda Foundation and Rs, 16.1 million loan to CLEF - AP.

4. Trade Receivables

On a standalone basis, the trade receivables amounted to Rs, 535.2 million (net of provision for doubtful trade receivable amounting to Rs, 1.2 million) as at March 31, 2015, compared to Rs, 358.9 million (net of provision for doubtful trade receivable amounting to Rs, 1.0 million) as at March 31, 2014. These receivables are considered good and realisable. Debtors are at 35.8% of revenue from operations for the year ended March 31, 2015, compared to 30.3% as at March 31, 2014 representing a Trade receivables period of 131 days this year compared to 111 days the previous year.

On a consolidated basis, the trade receivables amounted to Rs, 866.0 million (net of provision for doubtful trade receivable amounting to Rs, 1.2 million) as at March 31, 2015, compared to Rs, 647.6 million (net of provision for doubtful trade receivable amounting to Rs, 1.4 million) as at March 31, 2014. These receivables are considered good and realisable. Debtors are at 31.6% of revenue from operations for the year ended March 31, 2015, compared to 29.6% as at March 31, 2014 representing a Trade receivables period of 116 days this year compared to 108 days the previous year.

5. Cash and Bank Balances

The bank balances include both the rupee accounts and the foreign currency accounts. The bank balances in the overseas account are maintained to meet the expenditures of the overseas operations.

Deposits with original maturity more than 3 months but less than 12 months represent the surplus money deployed.

Money market deposits and under lien deposits represent the deposits with institutions for issuance of guarantees, in favour of purchase of paper and against bank overdraft facility.

6. Other Current Assets

(Figures in Rs, Mn)

	Standalone		Consolidated
	FY 2015	FY 2014	FY 2015	FY 2014
Unbilled revenue	-	-	48.9	44.1
Interest
accrued but not due on	2.1	1.5	2.1	1.5
deposits
Interest
accrued on	-	-	1.3	1.4
deposits
Interest
accrued but
not due on	-	-	18.1	10.7
loans and
advances
Fixed assets held for sale	52.7	51.9	95.2	94.4
Others	-	-	0.1	0.0
Other
receivable	22.8
from related
party
Total	77.6	53.3	166.0	152.1

Unbilled revenue represents amounts recognised based on services performed in advance of billing in accordance with service terms.

Other receivable from related party include an expense towards ESOP in accordance with guidance note issued by ICAI in respect of shares of our company to be issued to a director of CLEIS (our subsidiary). All amounts related to issue of such shares on exercise of ESOP shall be reimbursed by CLEIS to us. Accordingly, no expense has been recorded by us and ESOP reserves have been created with a corresponding receivables from CLEIS.

7c. Results of our Operations

The function-wise classification of the Standalone Statement of Profit and Loss as follows:

(Figures in Rs, Mn)

	FY 2015	%	FY 2014	%
Revenue		96.6 %
from Operations	1,496.37		1,183.11	95.7%
Other Income	53.22	3.4%	53.04	4.3%
Total Revenue	1,549.59	100.0 %	1,236.14	100.0 %
Operating Expenses	1,362.59	87.9%	1,111.32	89.9 %
EBITDA	187.00	12.1%	124.82	10.1%
Depreciation	50.84	3.3%	37.48	3.0%
EBIT	136.16	8.8%	87.23	7.1%
Finance Cost	47.17	3.0%	44.13	3.6%
PBT before
Exceptional & Prior	88.99	5.7%	43.21	3.5%
period items
Exceptional
& Prior	-	0.0%	15.97	1.3%
period items
Profit Before Tax	88.99	5.7%	27.24	2.2%
Tax Expense	23.23	1.5%	9.75	0.8%
Profit after
Tax and Exceptional	65.76	4.2%	17.49	1.4%
items

The function-wise classification of the Consolidated Statement of Profit and Loss as follows:

(Figures in Rs, Mn)

	FY 2015	%	FY 2014	%
Revenue from Operations	2,736.22	96.6 %	2,186.85	96.1 %
Other Income	95.23	3.4%	89.69	3.9%
Total Revenue	2,831.45	100.0 %	2,276.54	100. 0%
Operating Expenses	2,367.80	83.6%	1,935.15	85.0 %
EBITDA	463.65	16.4%	341.39	15.0 %
Depreciation	77.39	2.7%	54.70	2.4%
EBIT	386.26	13.6%	286.69	12.6 %
Finance Cost	93.57	3.3%	89.71	3.9%
PBT before
Exceptional & Prior	292.69	10.3%	196.98	8.7%
period items
Exceptional
& Prior	22.84	0.8%	15.16	0.7%
period items
Profit Before Tax	269.85	9.5%	181.83	8.0%
Tax Expense	60.22	2.1%	24.49	1.1%
Profit after
Tax before Minority	209.62	7.4%	157.34	6.9%
Interest
Share of minority	(°.22)	0.0%	9.34	0.4%
Profit after Tax	209.85	7.4%	148.00	6.5%

1. Income

Of the total revenues for the year ended March 31, 2015, on a standalone basis, approx. 96.6% came from Operations while just 3.4% came from Other Income.

The company has identified two reportable business segments as primary segments: Education and training programme (including sale of study material) and Vocational training. The segment have been identified and reported taking into account the nature of products, the differing risks and returns, the organisation structure and the internal financial reporting systems.

Education and training programme (including sale of study material) mainly include coaching for higher education entrances. Vocational training includes specific projects undertaken (including government projects).

Out of the Revenues from operations, approx. 78.6% came from the Test Preparation and training segment (including sale of study material), 20.9% came from the Vocational Training segment and a marginal 0.5% came from other operations.

The segmentation of revenues by business segments on a standalone basis is as follows:

(Figures in Rs, Mn)

	FY 2015	%	FY 2014	%
Education and training programme (including sale of study material)	1,175.92	78.6%	1,016.46	85.9%
Vocational Training	313.13	20.9%	162.87	13.8%
Others	7.32	0.5%	3.78	0.3%
Total Revenue from	1,496.37	100%	1,183.11	100%
Operations

The Company has identified Geographical Segment as Secondary Segment. The segmentation of revenues by geographical segment on a standalone basis is as follows:

(Figures in Rs, Mn)

Particulars	FY 2015	%	FY 2014	%
Within India	1,480.29	%9 CO 9	1,183.11	100%
Overseas	16.08	1.1%	-	-
Total Revenue from	1,496.37	100%	1,183.11	100%
Operations

Of the total revenues for the year ended March 31, 2015, on a consolidated basis, approx. 96.6% came from Operations while just 3.4% came from Other Income.

The group has identified six reportable business segments as primary segments: Education & training programme (including sale of study material), Sale of educational books, Managed manpower services, Event management services, K - 12 and vocational trainings. The segments have been identified and reported taking into account the nature of products, the differing risks and returns, the organisation structure and the internal financial reporting system.

Education & training programme (including sale of study material): This mainly includes coaching for higher education entrance exams. Sale of educational books: This mainly includes publishing and sale of educational books to related and third parties. Managed manpower services: The group provides extended skilled manpower services to clients across locations, markets and roles, ranging from managing enterprise customers, to channel relationships, to retail. On the basis of client requirements, group not only provide manpower but also equip, support and manage these skilled teams to meet the business objectives. Event management services: The group helps its clients to conduct very large conferences combined with exhibitions and trade shows attended by thousands of persons, too much targeted seminars for focused, exclusive audiences, to unique experiential activities. K - 12: The group provided soft skills, infrastructure facilities and other support services to schools involved in kindergarten to senior secondary studies. Vocational training includes specific projects undertaken (including government projects).

The segmentation of revenues by business segments on a consolidated basis is as follows:

(Figures in Rs, Mn)

	FY 2015	%	FY 2014	%
Education and	1,175.9 2		.4 6 16. 5°
training
programme		43.0%		46.5%
(including sale of study material)
Vocational
Training	313.13	11.4%	162.87	7.4%
K-12	72.59	2.7%	60.85	2.8%
Sale of
educational	168.31	6.2%	2.85	0.1%
books
Managed
Manpower	450.04	16.4%	429.95	19.7%
services
Event
management	510.96	18.7%	303.65	13.9%
services
Others	45.28	1.7%	210.21	9.6%
Total Revenue	2,736.2	100.0	2,186.8	100.0
from Operations	2	%	5	%

The Company has identified Geographical Segment as Secondary Segment. The segmentation of revenues by geographical segment on a consolidated basis is as follows:

	FY 2015	%	FY 2014	%
Within India	2,720.1 4	.4 % 9.	2,186.8 5	100%
Overseas	16.08	0.6%	-	-
Total Revenue	2,736.2	100%	2,186.8	100%
from Operations	2		5

Fiscal 2015 Compared To Fiscal 2014 0 On Standalone basis

Revenue from Operations

Our total revenue from operations on standalone basis increased by 26.48% from Rs, 1,183.11 million in fiscal 2014 to Rs, 1,496.37 million in fiscal 2015, primarily on account of an increase in both sale of products and sale of services.

Income from Sale of Products

Income from sale of products increased by 35.01% from Rs, 186.52 million in fiscal 2014 to Rs, 251.83 million in fiscal 2015, primarily on account of increase in sale of study material given the increase in the number of enrolments across our Test Preparation and Training course offerings over the previous year.

Income from Sale of Services

Income from sale of services increased by 21.28% from Rs, 910.61 million in fiscal 2014 to Rs, 1,104.37 million in fiscal 2015, primarily on account of a 10.34% increase in education and training programs income from Rs, 812.62 million in fiscal 2014 to Rs, 896.63 million in fiscal 2015 0 the growth in our education and training programs income during this period was primarily due to increase in enrolments in, and income from, our civil services and other test prep courses, as enrolments in, and income from, our MBA test prep courses saw a decline during this period due to challenging macroeconomic conditions and the lingering effects of the global financial crisis in the Indian economy. In addition, there was a 112.0% increase in our vocational training services income, from Rs, 97.99 million in fiscal 2014 to Rs, 207.75 million in fiscal 2015.

Other Operating Revenue

Our other operating revenue increased from Rs, 85.97 million in fiscal 2014 to Rs, 140.16 million in fiscal 2015 showing a 63.03% increase over the previous year, primarily on account of high grant income from the government vocational training segment.

Other Income

Our other income remained almost constant with a marginal increase of 0.35% over the previous year. It rose from Rs, 53.04 million in fiscal 2014 to Rs, 53.22 million in fiscal 2015.

Fiscal 2015 Compared To Fiscal 2014 0 On Consolidated basis Revenue from Operations

Our total revenue from operations increased by 25.12% from Rs, 2,186.85 million in fiscal 2014 to Rs, 2,736.22 million in fiscal 2015, primarily on account of an increase in both sale of products and sale of services.

Income from Sale of Products

Income from sale of products increased by 14.01% from Rs, 367.46 million in fiscal 2014 to Rs, 418.95 million in fiscal 2015, primarily on account of a 35.01% increase in sale of study material, from Rs, 186.52 million in fiscal 2014 to Rs, 251.83 million in fiscal 2015.

Income from Sale of Services

Income from sale of services increased by 26.27% from Rs, 1,671.07 million in fiscal 2014 to Rs, 2,110.07 million in fiscal 2015, primarily on account of a 10.34% increase in education and training programs income from Rs, 812.62 million in fiscal 2014 to Rs, 896.63 million in fiscal 2015 0 the growth in our education and training programs income during this period was primarily due to increase in enrolments in, and income from, our civil services and other test prep courses, as enrolments in, and income from, our MBA test prep courses saw a decline during this period due to challenging macroeconomic conditions and the lingering effects of the global financial crisis in the Indian economy. In addition, there was a 112.0% increase in our vocational training services income, from Rs, 97.99 million in fiscal 2014 to Rs, 207.75 million in fiscal 2015, as well as a 68.27% increase in our event management services income, from Rs, 303.65 million in fiscal 2014 to Rs, 510.96 million in fiscal 2015, due to an increase in average revenue earned per event. There was also a 4.67% increase in manpower services income from Rs, 429.95 million in fiscal 2014 to Rs, 450.04 million in fiscal 2015. Additionally, there was a significant increase in the School Tuition fee collected at our K12 schools which increased from Rs, 5.44 million in fiscal 2014 to Rs, 19.12 million in fiscal 2015.

Other Operating Revenue

Our other operating revenue increased by over 39.70% from Rs, 148.32 million in fiscal 2014 to Rs, 207.21 million in fiscal 2015 mainly due to significant increases in the bus fee collected at our K12 schools and in the miscellaneous operating income.

Other Income

Our other income increased by 6.17% from Rs, 89.69 million in fiscal 2014 to Rs, 95.23 million in fiscal 2015, primarily due to higher liability no longer required written back, increased rent income from investment property as well as higher interest income on income tax and loans and advances.

2. Expenditure

The summary of our expenses on a standalone basis is as follows:

(Figures in Rs, Mn)

Particulars	FY 2015	%	FY 2014	%
			1,236.0 3
Total Revenue	1,549.59	100%		100%
Purchases of traded goods	145.72	9.4%	117.41	9.5%
(Increase) in
inventory of	-11.68	-0.8%	-9.36	-0.8%
traded goods
Cost of services	587.38	37.9%	477.07	38.6%
Employee benefits expense	245.75	15.9%	220.58	17.8%
Finance costs	47.17	3.0%	44.13	3.6%
Depreciation and
amortisation	50.84	3.3%	37.48	3.0%
expenses
Other expenses	395.42	25.5%	305.62	24.7%
Total Expenses	1,460.60	94.3%	1,192.93	96.5%

The summary of our expenses on a consolidated basis is as follows:

(Figures in Rs, Mn)

	FY 2015	% FY 2014	%
Total Revenue	2,831.4 5	100.0 „ % 2,276.54	100.0 %
Cost of raw material and components consumed	62.16	2.2% 93.66	4.1%

Cost of services	634.47	22.4%	519.44	22.8%
Purchases of traded goods	19.81	0.7%	16.31	0.7%
Decrease/(increase
se) in inventories
of finished	23.43	0.8%	-39.91	-1.8%
goods, work-in-
progress and
traded goods
Employee benefit expenses	749.69	26.5%	686.57	30.2%
Finance costs	93.57	3.3%	89.71	3.9%
Depreciation and
amortisation	77.39	2.7%	54.70	2.4%
expense
Other expenses	878.23	31.0%	659.08	29.0%
Total Expenses	.7 6 8. 3 LA 2,	89.7%	.5 6 9. 7 O, 2,	91.3%

Fiscal 2015 Compared To Fiscal 2014 0 On Standalone basis

Our total expenditure including interest and finance charges and depreciation/amortization increased by 22.3% from Rs, 1,192.93 million in fiscal 2014 to Rs, 1,460.60 million in fiscal 2015.

Purchases of traded goods

Our purchases of traded goods increased by 24.1% from Rs, 117.41 million in fiscal 2014 to Rs, 145.72 million in fiscal 2015, primarily due to increase in purchases of text books from our Subsidiary, CL Media, for circulation as study material to the students enrolled under the Test Preparation and Training courses as well as the Government Vocational Training schemes.

Increase in Inventories of Finished Goods, Work-In-Progress and Traded Goods

Our closing inventory increased by 34.7% from Rs, 33.65 million as on March 31, 2014 to Rs, 45.33 million as on March 31, 2015.

Cost of Services

Our cost of services increased by 23.1% from Rs, 477.07 million in fiscal 2014 to Rs, 587.38 million in fiscal 2015, primarily on account of 21.43% increase in payments made to the test prep franchise partners and as well as over 250% increase in the hostel expenses of the students enrolled under Government vocational training schemes.

Employee Benefit Expenses

Our employee benefit expenses increased by 11.4% from Rs, 220.58 million in fiscal 2014 to Rs, 245.75 million in fiscal 2015, primarily due to a 6.2% increase in the salary, wages, bonus and other benefits component, 63.1% increase in the contribution to PF and a significant increase in the expenses on ESOP schemes.

Finance Costs

Our finance costs increased by 6.9% from Rs, 44.13 million in fiscal 2014 to Rs, 47.17 million in fiscal 2015, primarily due to a 58.7% increase in loan processing charges, from Rs, 1.5 million in fiscal 2014 to Rs, 2.45 million in fiscal 2015 and interest on overdraft increased by 9.1% from Rs, 30.18 million in fiscal 2014 to Rs, 32.92 million in fiscal 2015 given that we increased the credit limit utilization to meet the growing working capital funding needs from the increased scale of operations.

Depreciation/Amortization Expense

Our depreciation/amortization expense increased by 35.6% from Rs, 37.48 million in fiscal 2014 to Rs, 50.84 million in fiscal 2015, primarily due to increase in the gross block of tangible assets by Rs, 46.87 million during fiscal 2015 as well as due to increase in gross block of intangible assets by Rs, 29.63 million during fiscal 2015.

Other Expenses

Our other expenses increased by 29.9% from Rs, 305.62 million in fiscal 2014 to Rs, 395.42 million in fiscal 2015, primarily on account of a 566% increase in material development and printing expenses from Rs, 3.62 million in fiscal 2014 to Rs, 24.16 million in fiscal 2015, and a 108% increase in sales incentive and a 20.1% in the rent expenses. This was offset by a 14.3% decrease in office expenses.

Fiscal 2015 Compared To Fiscal 2014 0 On Consolidated basis

Our total expenditure including interest and finance charges and depreciation/amortization increased by 22.08% from Rs, 2,079.64 million in fiscal 2014 to Rs, 2,538.76 million in fiscal 2015, due to the reasons described below.

Cost of Raw Material and Components Consumed

Our cost of raw material and components consumed decreased by 33.62% from Rs, 93.65 million in fiscal 2014 to Rs, 62.16 million in fiscal 2015, primarily due to decreased purchases of raw material for increased printing of study material and text books by our Subsidiary, CL Media, in connection with our publishing and content development business, as well as an decrease in the average cost of paper during this period.

Cost of Services

Our cost of services increased by 22.15% from Rs, 519.44 million in fiscal 2014 to Rs, 634.47 million in fiscal 2015, primarily on account of a 21.43% increase in business partner expenses from Rs, 327.60 million in fiscal 2014 to Rs, 397.81 million in fiscal 2015. During fiscal 2015, the business done by centers operated by our business partners increased to Rs, 635.55 million, from Rs, 515.76 million in fiscal 2014, as 32 new centers were opened by our business partners & 2 of our own centers were taken over by our business partner during fiscal 2014, The cost of printing decreased substantially by 38.13% from Rs, 49.19 million to Rs,

30.44 million during the fiscal 2015. The cost of content development also increased substantially by 220% given that huge amount of content was purchased from outside as well as developed inhouse to meet the growing demands of the business given that many Test Prep course offerings were introduced and many new book titles were also introduced in the market via our subsidiary GK Publications.

Purchases of Stock-In-Trade

Our expenses on account of purchases of stock in trade increased by 21.45% from Rs, 16.31 million in fiscal 2014 to Rs, 19.81 million in fiscal 2015, primarily due to increase in purchase of study material given to students enrolled in our test prep courses, on account of increased enrolments in our test prep courses during fiscal 2014.

Decrease in Inventories of Finished Goods, Work-In-Progress and Traded Goods

Our closing inventory decreased by 22.87% from Rs, 102.48 million as on March 31, 2014 to Rs, 79.05 million as on March 31, 2015, primarily due a 83.49% decrease in inventory of work in progress, from Rs, 16.33 million in fiscal 2014 to Rs, 2.70 million in fiscal 2015 as we have been consciously trying the reduce the inventory levels.

Employee Benefit Expenses

Our employee benefit expenses increased by 9.19% from Rs, 686.57 million in fiscal 2014 to Rs, 749.69 million in fiscal 2015, primarily due to a 6.97% increase in the salary, wages, bonus and other benefits component, from Rs, 637.02 million in fiscal 2014 to Rs, 681.40 million in fiscal 2015.

Finance Costs

Our finance costs increased by 4.31% from Rs, 89.70 million in fiscal 2014 to Rs, 93.57 million in fiscal 2015, primarily due to a 23.19% increase in loan processing charges, from Rs, 2.67 million in fiscal 2014 to Rs, 3.29 million in fiscal 2015 and interest on short term borrowings increased by 6.98% from Rs, 68.62 million in fiscal 2014 to Rs, 73.41 million in fiscal 2015.

Depreciation/Amortization Expense

Our depreciation/amortization expense increased by 41.52% from Rs, 54.69 million in fiscal 2014 to Rs, 77.39 million in fiscal 2015, primarily due to net increase in the gross block of tangible assets by Rs, 65.24 million during the fiscal 2015 and net additions to the gross block of intangible assets by Rs, 42.29 million in fiscal 2015.

Other Expenses

Our other expenses increased by 33.23% from Rs, 659.19 million in fiscal 2014 to Rs, 878.23 million in fiscal 2015, primarily on account of a 303.91% increase in office expenses from Rs, 36.73 million in fiscal 2014 to Rs, 148.35 million in fiscal 2015, and a 58.81% increase in legal and professional expenses, from Rs, 60.78 million in fiscal 2014 to Rs, 96.52 million in fiscal 2015. This was offset by a 50.43% decrease in banquet and event material expenses, from Rs, 117.16 million in fiscal 2014 to Rs, 58.07 million in fiscal 2015.

Exceptional items

On a consolidated basis, our company recorded an exceptional expense to the tune of Rs, 22.84 million in fiscal 2015 on account of recording an expense on ESOP scheme.

Pursuant to the Career Launcher Employee Stock Options Plan 2008, in the financial year 2008-09 CL Educate Limited, had granted 142,857 options of CL Educate Limited to Mr. Shantanu Prakash, director in our subsidiary, CLEIS. These options were to be settled in equity in four tranches commencing from financial year 2013-14.

Mr. Shantanu Prakash in earlier years had communicated his unwillingness to exercise the options to the Board of CL Educate Limited. However, at the board meeting of CL Educate Limited held on September 22, 2014, Mr. Shantanu Prakash expressed his willingness to exercise the options granted to him and requested the Board to extend the exercise period.

Accordingly, during the year ending on March 31, 2015 CLEIS has made a provision of Rs, 22,841,122 against the said options using the fair value method to account for the said stock-based employee compensation costs. Compensation cost is measured using independent valuation by a firm of Chartered Accountants using Black-Scholes model in accordance with the guidance note issued by the Institute of Chartered Accountants of India.

Net Profit after tax and exceptional items

On standalone basis, our net profit increased by over 275% from Rs, 17.49 million in fiscal 2014 to Rs, 65.76 million in fiscal 2015 reflecting a net profit margin of 4.2% of total revenue as against a net profit margin of 1.4% of total revenue in the previous fiscal 2014.

On consolidated basis, our net profit increased by 41.8% from Rs, 148 million in fiscal 2014 to Rs, 209.85 million in fiscal 2015 reflecting a net profit margin of 7.4% of total revenue as against a net profit margin of 6.5% of total revenue in the previous fiscal 2014.

Earnings Per share (EPS)

On standalone basis, our basic EPS before exceptional item increased by 75.9% during the year to Rs,6.14 per share from Rs,3.40 per share in the previous year. The outstanding shares used in computing the basic EPS were 10,708,949 and 9.417.810 for the year ending March 31, 2015 and March 31, 2014 respectively.

On consolidated basis, our basic EPS before exceptional item increased by 26.9% during the year to Rs,21.73 per share from Rs,17.12 per share in the previous year. The outstanding shares used in computing the basic EPS were 10,708,949 and 9.417.810 for the year ending March 31, 2015 and March 31, 2014 respectively.

8. Company® Future Outlook

It is our continued endeavor to strengthen our role as a diversified provider of educational services. We plan to expand our geographical reach, increase our product offerings across our business segments and also grow our business through appropriate acquisitions in the test preparation and in the vocational training business.

8a. Test Preparation and Training Services Expand our presence and geographical footprint across India.

We seek to continue extending our Test Prep Centre network and revenue generating opportunities across India especially in the southern and western regions of India primarily through the scalable and less capital-intensive franchisee and partnership driven model. In this relation, we may also continue to explore other strategic organic and inorganic growth opportunities that may arise for us in the future.

Leadership in Aptitude-based Testing:

We believe that a shift from knowledge-based to aptitude-based testing is leading to market consolidation, providing us with a unique growth opportunity to capitalize on favorable demographics throughout the growing education services industry in India. We believe that aptitude-based test preparation is a scalable business, compared to knowledge-based test preparation, which is generally more individual-driven, which offers us a unique growth opportunity in this segment, across a wide array of course offerings.

We believe we can leverage the large content-base and the delivery expertise that we have built over the years for aptitude-based testing to capture a significant market share in new exams as they move from knowledge-based to aptitude-based testing. This has been demonstrated in our CompanyRs,s rapidly growing presence in LAW, Civil Services and Banking exam. We are likely to expand our product offerings as new exams opt for aptitude-based testing methodology.

Market-Ready with New Media Solutions:

We are one of the few players using online product suite for test prep in anticipation of exams going online. Our company currently delivers more than 30% of its test prep content in MBA and Law through online platform. We have also actively implemented distance learning solutions (through VOIP and Webex) for students that are not reachable via our center network. It also enables us to deliver content to students in colleges directly and to bring “star” professors to students across the country.

We also seek to extend our customer base and revenue-generation capabilities through exploring a variety of innovative and technology-enhanced platforms, to target the growing and increasingly mobile Indian middle class with rising household incomes and accordingly, to cross-leverage our online and offline delivery modes. For instance, we are continuing to develop our online testing modules as well as mobile and tablet applications in relation to our ‘test prep’ courses, which we believe provides us with a cost-effective and flexible means of extending our visibility and market reach beyond our physical ‘test prep’ network, and facilitates our students in interacting with, and receiving instruction from, our ‘test prep’ instructors through the Internet and mobile platforms.

Leverage the existing distribution network:

Our Company has a pioneering experience in using a franchisee-driven strategy to build presence across the country. We aim to have a total of more than 300 centers in the coming years; out of which most of which are expected to be franchisees. We also hope to drive utilization of existing centers by increasing number of test-prep product offerings as we are currently offering only 2-3 products per center. Furthermore, introduction of more non-MBA products at existing centers is expected to drive improved capacity utilization and profitability.

8b. Vocational Training Partnership with private players and the Central & State Government.

With respect to our vocational training and skills education business, our strategy is to partner with both private enterprises and with the Central and State governments.

The annual graduate output from the Indian educational system is expected to exceed 5 million graduates annually by 2015. The Government of India has set a goal of providing skills training to 500 million persons by 2022. We have partnered with the state governments of Rajasthan, UP, MP, Jharkhand, Chattisgarh and Gujarat in the past for providing vocational training. Our Company has also recently signed more projects under the Ajeevika Scheme. We plan to continue to partner with the central and state governments to provide vocational training services. We also plan to pursue acquisition opportunities to augment our capabilities, broaden our service offerings and increase our geographical presence.

We have partnered with private players in the banking financial services and insurance (“BFSI”) sector including ICICI Bank, ICICI Prudential and Kotak Mahindra Bank in the past. Also we are currently providing recruitment, training and event management services to corporates like Nokia through our Subsidiary, Kestone, which we believe has been instrumental in our developing strong relationships with corporate clients across India. Towards this objective, we seek to continue to explore and develop relationships with new corporate clients, as well as launching new training projects with corporate clients.

8c. Education Content and Publishing: Acquiring New Lifecycle Customers:

We plan to use expanding range of titles as a means to expose new customers to CL’s offerings. We are exploring opportunities for the introduction of bilingual and multilingual titles within our content library with the objective of foraying into and deepening our presence in regional markets. Hence, enabling us to acquire large captive audience at negligible cost. It also creates opportunity to potentially sell other services in CL’s platform.

Tap Cross-selling Opportunities

As part of our ongoing larger strategy of diversification, we seek to continue to develop and derive synergies from our publishing and content development business, including in terms of extending our point-of-sale network and expanding our content library, through our in-house content development team as well as otherwise.

Our Company hopes to use the wide distribution network of the Publishing business for the Test Prep purposes, , allowing us to, among other things, reach out to what we believe to be a significant student population currently relying on self-study instead of classroom training and tutorials. For instance: all publications to include references and discount coupons to CL’s online test prep content, to help drive new students to CL’s online and offline test-prep offerings. We also plan to introduce new test-prep titles using the “CL” brand, thereby leveraging both on the brand name as well as content developed by CL over the past 18 years.

8d. K-12 Schools Continue to consolidate and grow our K-12 schools business.

We are seeking to explore opportunities for better capacity utilization at our existing IWS schools, particularly our owned schools, including through increasing the intake capacity for each grade as well as the total number of grades offered at such schools, accompanied by expansion of the infrastructure offered at such schools, including libraries, laboratories and other facilities and amenities required in relation to the increased number of students enrolled. In the future, we may also explore other opportunities for organic and inorganic growth in the K-12 schools segment.

Expansion using the Asset Light K-12 Strategy

Our Own K-12 Schools have served their purpose of helping establish the “Indus World School” brand over the past few years. Currently, out of 10 operational K-12 schools, two are owned by us, two schools are run on educational partnerships with other entities (where we license the brand to such entities) and six schools are run through infrastructure partnership model. In the coming years, we expect the major growth to come from the Education Partner and the Infrastructure Partner franchisee models that are relatively capital light. These models also ensure higher returns than Own model and are faster to scale across India. Our Company receives number of requests from individuals / schools to franchise the “Indus World School” brand on a monthly basis.

9. Dividend

Your Directors do not recommend any dividend for the year 2014-15.

10. Capital and Finance

1. During the financial year 2014-15, the Company converted the 411,045 numbers of 0.01% Non-Cumulative Compulsorily Convertible Preference Shares (CCPS) and 88,955 numbers of 0.01% Non-Cumulative Optionally Convertible Preference Shares (OCPS) into equity shares in accordance with the predetermined terms and conditions contained in the respective shareholders agreement and has in pursuance of the same, allotted 235,294 equity Shares on July 22, 2014 at a conversion price of Rs. 425/- per equity share.

2. On September 5, 2014, the Company issued and allotted 23,486 nos. of equity shares to the promoter shareholders of G K Publications Private Limited as part consideration against acquisitionof ther3 and final tranche of the shares of GK Publications Private Limited.

3. During the year under review, the Company carried out a share swap transaction with the shareholders of CLEIS, whereby each existing domestic eligible* shareholder of CLEIS was entitled to receive 1 equity share of the Company in exchange for 2.10 equity shares held by such shareholder in CLEIS (“Share Swap”). This ratio was arrived at based on a valuation report prepared by a SEBI registered Category I Merchant Banker. Pursuant to such share swap exercise, the Company issued and allotted 904,139 nos. of equity shares of face value Rs. 10 each of the Company (for consideration other than cash, consideration being CLEIS shares of equivalent value)

* The offering of shares in the Company pursuant to the swap was conducted through a private placement, as required under the Companies Act, 2013 (“Companies Act, 2013”), and rules there under, as amended. Specifically, Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, provides, inter alia, that in case of a private placement, the value of the offer or invitation per person shall be with an investment size of not less than '' 20,000 of face value of the securities. Thus, this offer could only be made to persons holding at least 4,200 shares of CLEIS, which would entitle such persons to receive at least 2,000 shares of the Company as part of the swap.

4. On 05.09.2014, the Company issued and allotted 230,000 nos. of equity shares on a preferential basis, to GPE (India) Ltd. and 594,233 nos. of equity shares to HDFC Limited at Fair Market Value (of Rs. 590/- per share) derived from the Share Valuation Report obtained from an Independent Category I Merchant Banker.

5. On 16.09.2014, the Company issued and allotted 237,293 nos. of equity shares on a preferential basis, to GPE (India) Ltd. at a Fair Market Value (of Rs. 590/per share) derived from the Share Valuation Report obtained from an Independent Category I Merchant Banker.

6. On 05.09.2014, the Company issued and allotted 2,900 nos. of equity shares pursuant to exercise of options by certain option-holders under the CL ESOP Plan 2008.

11. Disclosure of Particulars

Information as per the Rule 8 of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, Internal financial control systems etc.

Information to be included in Board’s Report are provided hereunder:

a) Conservation of Energy -The planning and installation of equipment of the Company are done in a manner such that maximum energy is conserved. To the extent possible, energy efficient equipment and instruments are used.

b) Technology absorption 0 Since your Company does not carry out any manufacturing activity, the particulars regarding technology absorption and other particulars as required by the Companies Act, 2013 and rules made there under are not applicable.

c) The foreign exchange earnings and outflows are detailed below:-Earnings in Foreign Exchange (on accrual basis)

(Figures in Rs,Mn)

	FY 2015	FY 2014
Test Preparation Training Services	10.26	-
Sale of Study Material	5.82	-
Total	16.08

Expenditure in Foreign Currency (on accrual basis):

(Figures in Rs,Mn)

FY 2015

FY 2014

Travelling & Conveyance	1.13	-
Bank Charges	0.08	0.05
Faculty expenses	10.60	-
Rent	1.43	0.41
Salary and Wages	1.56	2.20
Others	3.53	0.07
Total	18.34	2.72

12. Internal Financial Control Systems

The Company has a set of robust Internal Financial Control Systems in place, some of which are as under:

1. All accounting entries are passed through a fully integrated and robust ERP system, through which real time reports can be generated anytime;

2. There is an appropriate maker-checker system in place, whereby there is complete manpower segregation while making the accounting entries, and while posting the same into the ERP system.

3. All the bank accounts are maintained and operated under joint signatories.

4. Internal Audit is performed regularly. Apart from the Internal Audit Firm that has been appointed for the purpose of Internal Audit, there is an internal audit team from the Company which conducts regular audit on the Company Centres.

5. A whistle blower mechanism is also in place and all such matters are received by internal auditors and escalated to Chairman of the Audit Committee.

13. 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 organisational vision.

14. Particulars of Employees and Related disclosures

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the Employees/whole time directors drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure-II forming part of the Annual Report.

Having regard to the provisions of Section 136(1) read with its relevant proviso (of the Companies Act, 2013), the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished free of cost.

15. Directors and Key Managerial Personnel 15a. Appointments & Resignations:

During the year under review, Ms. Sangeeta Modi was appointed as an Independent Director by the Board of Directors at its meeting held on 11.08.2014. Her appointment was regularized by the members of the Company at the Annual General Meeting held on 05.09.2014.

On 16.09.2014, Ms. Madhumita Ganguli, was appointed as a Nominee Director (nominee of Housing Development Finance Corporation Limited (HDFC)) by the Board of Directors of the Company. She resigned from the Board on and with effect from 07.04.2015.

The Board wishes to place on record its deep sense of appreciation for the valuable contribution made by Ms. Madhumita Ganguli to the Board and to the Company during her tenure as Director.

The Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence.

At the Board Meeting held on 13.05.2015, Mr. Satya Narayanan .R, Chairman and Executive Director, and Mr. Gautam Puri, Vice Chairman & Executive Director were designated as “Key Managerial Personnel” of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

At the Board Meeting held on May 13, 2015, Mr. Satya Narayanan .R, Chairman and Executive Director, Mr. Gautam Puri, Vice Chairman & Managing Director, Mr. Nikhil Mahajan, Executive Director and CFO, and Ms. Rachna Sharma, Company Secretary and Compliance Officer, were designated as “Key Managerial Personnel” of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

15b. Retirement by Rotation:

Mr. Gautam Puri retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. The notice convening the Annual General Meeting includes the proposal for re-appointment of Mr. Gautam Puri.

16. Auditors

At their respective meetings held on July 22, 2014, the Audit Committee as well as the Board of Directors of the Company had approved of the appointment of M/s. Haribhakti & Co., LLP, Chartered Accountants., for an initial term of 5 years. At the Annual General Meeting of the Company held on September 5, 2014, the members of the Company confirmed the Board’s recommendation by appointing M/s. Haribhakti & Co., LLP, Chartered Accountants., for an initial term of 5 years.

In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors has to be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Haribhakti & Co., LLP, Chartered Accountants, as the statutory auditors of the Company, is placed for ratification by the shareholders.

The Company has received confirmation from the firm regarding its consent for such appointment, and eligibility under Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 for appointment as the Auditor of the Company.

The Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The members are requested to ratify the appointment of the Auditors as well as to authorize the Board to fix the Auditor’s remuneration.

In this connection, the attention of the members is invited to item no. 3 of the Notice convening the Annual General Meeting.

Aud itors0 Report

Your Directors’ reply to the reservations and views of the auditors expressed in the Statutory Auditor’s report are as under:

1. Clause No. (iii) (a) contained in the Annexure to the AuditorsHReport

Auditor''s Observation: The Company has granted unsecured loans to two companies and one other party covered in the register maintained under Section 189 of the Act. In our opinion and according to the information and explanations given to us, the rate of interest, wherever charged, and the other terms and conditions of loans granted to three companies and one other party are not, prima facie, prejudicial to the interest of the Company. Terms and conditions related to loans granted to two companies and one other party are, prima facie, prejudicial to the interest of the Company.

Directors- Reply:

(a) Kestone Asia Hub Pte. Ltd., is the wholly owned subsidiary Company of Kestone (wholly owned subsidiary Company of CL), hence not charging of interest amount will not impact the overall viability of CL Group.

And as the Kestone Asia just started its business in Singapore, CL hopes that Foreign Subsidiary will be able to repay the outstanding amount in near future.

(b) The CLHES has discontinued its business operation due to adverse business conditions in the Financial Year 2012 and the Loan given to CLHES is irrecoverable, hence, has been written off.

(c) In view of the Business operations of CLEF (other Party), the loan amount remained dormant during this Financial Year and, for the interest of CL, the outstanding loan amount has been guaranteed by Bilakes Consulting Private Limited, a promoter controlled entity.

2. Clause No. (vii) (a) contained in the Annexure to the Auditors0 Report

Auditor''s Observation: The Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, value added tax, customs duty, excise duty, cess and any other material statutory dues applicable to it.

According to the information and explanations given to us, undisputed dues in respect of provident fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, value added tax, customs duty, excise duty, cess and any other material statutory dues applicable to it, which were outstanding, at the yearend for a period of more than six months from the date they became payable are as follows:

Name of the statute	Nature of the dues	Amount (Rs) In Mn	Period to which the amount relates	Due Date	Date of Payment
Income Tax Act, 1961	Advance Tax	6.46	Apr’14 to Sep’14	Sep 15, 2014	Not Yet Paid

Directors Reply: Due to slight unpredictability of business, it is slightly difficult to estimate the net tax liability to be deposited so early in the year and hence generally the company waits till March when its liability estimates is much better to deposit advance tax with appropriate interest.

There is no instance of fraud reported by auditors under sub section (12) of section 143.

17. Internal Auditor

Pursuant to section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, on 27.10.2014, the Company has appointed Axis Risk Consulting Services Private Limited as the Internal Auditor for the period December 2014 to November 2015 and has set out the scope and timing of services and the fee arrangement of its work.

18. Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014 and Notification issued by Ministry of Corporate Affairs dated 31st December, 2014, the Companies in Education Sector are required to get their cost records audited, on and from the financial year commencing 1st day of April, 2014. On February

16, 2015, the Company appointed M/s Sunny Chhabra & Co., Cost Accountants as the Cost Auditor of the Company for the Financial Year 2014-15.

19. Public Deposits

During the year under review, your Company has not accepted any public deposits under any relevant applicable provisions contained in the Companies Act, 2013, and/or rules there under.

20. Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company at the Board Meeting held on February 16, 2015 approved of a Policy on CSR and the Policy was hosted on the website of the Company.

As part of CSR initiatives, your Company during the financial year 2014-15 has, amongst other activities, earmarked the funds to be invested in the CSR activities/ projects. It intends to spend the said amount in one of the below mentioned projects/activities:(a) technology incubators located within academic institutions which are approved by the Central Government, and/or (b) training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic Sports; and/or (c) protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art, setting up public libraries, promotion and development of traditional arts and handicrafts. These projects are as prescribed under the Schedule VII of the Companies Act, 2013.

CSR activities in General

The Company, being in education sector, has been undertaking CSR activities in various forms since its inception. The Company, through its subsidiaries, and trusts implements the Right to Education strictly in our schools to provide the basic right of education to the children of economically weaker section of the society.

CSR activities as per the Companies Act 2013

Even after earmarking the funds for a specific CSR activity, as well as determining the target activity/ project to be undertaken, the Company could not spend the funds on the said activity during the FY 14

15. The applicability of CSR provisions upon your Company was known only after the determination of the Net Profits of the Company. The Company did not find enough time to undertake the proposed activity/ programme/ project from the financial year end till the date of this report. The Company will spend on the CSR project in the FY2015-16.

The CSR Policy of the Company is attached as Annexure-III to this Report.

21. Extract of the Annual Return

Pursuant to Section 92 of the Companies Act, 2013 read with the Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in prescribed form MGT-9 is attached as Annexure-IV.

22. Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013 Independent Directors at their meeting without the participation of the Non-independent Directors and Management, considered the methodology to be adopted for evaluating Boards’ performance, Performance of the Chairman and other Nonindependent Directors.

The Board subsequently has adopted the said methodology for evaluating its own performance, the working of its Committees and Independent Directors (without participation of the relevant Director), which will be undertaken in the Financial Year 2015-16.

23. Particulars of Loans, Guarantees or Investments

Details of loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

24. Particulars of Contracts or Arrangements with Related Parties

All transactions entered by the Company with Related Parties were in the Ordinary Course of Business and at Arm’s Length pricing basis. The Audit Committee granted omnibus approval for the transactions (which were all routine and repetitive in nature) and the same was reviewed and approved by the Board of Directors. There were no materially significant transactions with Related Parties during the financial year 2014-15 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.

The particulars of contracts or arrangements with related parties in prescribed form AOC-II is annexed as Annexure-V.

25. Amount proposed to be carried to any reserves

Pursuant to section 134(3)(j), there is no amount which Company proposes to carry to any reserve in the Balance Sheet.

26. Material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2015 & August 3 , 2015 (date of the Report)

There have been no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2015) and the date of the Report (August 3, 2015), except as a part of the overall restructuring programme, the Board of the Company has granted its in-principle approval to certain business acquisitions (routine and non-material in nature), and the winding up of one of its subsidiary companies.

27. Risk Management Policy

Your Company has a robust Risk Management policy. The Company through a steering Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting.

The policy forms part of the Board Report is given in Annexure-VI.

28. Vigil Mechanism/Whistle Blower Policy

Your Company has established a Vigil Mechanism/ Whistle Blower Policy to enable stakeholders (including Directors, Employees, retainers, franchisees ) to report unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases. The Protected Disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Ethics Committee. Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The Whistle Blower Policy has been disclosed on the Company’s website under the web link http://www.cleducate.com/policies.htmL

29. Disclosure under Sexual Harassment of Women & Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company has during the year under review, formally constituted a committee to look into complaints related to sexual harassment at the workplace.

During the year, there has been no case of sexual harassment filed by or against any employee of the Company.

The policy against Sexual Harassment is made available to employees on the Company’s intranet (CL Zone).

30. Corporate Governance

A) Detail of all the elements of remuneration package including commission, perquisites and other variable component paid to Executive Directors pertaining to the Financial Year 2014-15

(Figures in Rs, lacs)

Components of Salary	Satya Narayanan .R	Gautam Puri	Nikhil Mahajan
Total Fixed Salary	59.50	59.50	57.79*
Provident Fund	0.22	0.22	0.22
Incentive	24.24	24.24	23.52
Total	83.95	83.95	81.53

* Mr. Nikhil Mahajan is entitled to a remuneration of 10,000 AED per month, from the Company’s Dubai Operations, by virtue of his involvement in Dubai business operation and the same is included in above remuneration.

Commission paid to Non-Executive Directors for the year 2014-15

(Figures in Rs, lacs)

Commission Paid	Amount
Mr. Sridar Iyengar	1.71
Mr. Safir Anand	1.03
Mr. Viraj Tyagi	1.03
Mr. Kamil Hasan	1.03

B) Stock options details

Three of the Independent Directors of the Company, namely Mr. Sridar Iyengar, Mr. Viraj Tyagi, and Mr. Safir Anand have been granted 4,000 ESOPs each, under the CL Employee Stock Option Plan 2008, vesting at 5 different dates. Mr. Safir Anand, Mr. Viraj Tyagi and Mr. Sridar Iyengar have exercised the 2ⁿd and 3vested options, and have accordingly been issued and allotted 800 shares each on 05.09.2014 and 13.05.2015 respectively.

C) Details of Board Meetings held during FY 2014-15

During the Financial Year ended 31^st March, 2015, Ten (10) physical meetings of the Board were held, and One (1) meeting was held by way of circulation. Details of the Board as well as Committee meetings held during the year are as follows:

S No.	Date of Board Meeting	Board Strength	No. of Directors Present
1	29.04.2014	8	8
	(Physical Meeting)
2	02.07.2014 (Physical Meeting)	8	6
3	22.07.2014	8	8
	(Physical Meeting)
4	11.08.2014 (Physical Meeting)	8	3
5	05.09.2014	9	4
	(Physical Meeting)
6	16.09.2014 (Physical Meeting)	9	5
7	22.09.2014	10	5
	(Physical Meeting)
8	27.10.2014 (Physical Meeting)	10	9
9	16.02.2015	10	7
	(Physical Meeting)
10	09.03.2015 (Physical Meeting)	10	7
	25.11.2014
11	(by way of circulation)	10	10#

E) Details of Committee Meetings held during FY 2014-15

S No.	Name of Committee	Quarter	Date of Meeting
1	Audit Committee	Q1	29.04.2014
		Q2	22.07.2014
		Q3	27.10.2014
		Q4	16.02.2015 09.03.2015
2	Nomination,	Q1	29.04.2014
	Remuneration &	Q2	22.07.2014
	Compensation	Q3	27.10.2014
	Committee	Q4	16.02.2015
3	CSR Committee	Q1	29.04.2014
		Q2	22.07.2014
		Q3	27.10.2014
		Q4	16.02.2015
4	Stakeholder	Q3	27.10.2014
	Committee	Q4	16.02.2015 09.03.2015
5	Risk Mgt. Committee Q3		27.10.2014

		Q4	16.02.2015
6	IPO Committee	Q2	05.09.2014
			26.09.2014
		Q4	03.03.2015

F) Declaration of Independence from Independent Directors

D) Member''s attendance in meetings of Board Committees

Board Committees	Audit Committee	Nomination, Remuneration & Compensation Committee	CSR Committee	Stakeholder Committee	Risk Mgt. Committee	IPO Committee
Meeting held	5	4	4	3	2	3
Directors'' Attendance
Satya Narayanan .R	N.A.	N.A.	4	N.A.	2	3
Gautam Puri#	N.A.	4	4	3	2	N.A.
Nikhil Mahajan# Kamil	5	N.A.	N.A.	3	2	3
Hasan	3*	2	N.A.	N.A.	N.A.	N.A.
Safir Anand	N.A.	3	3	3	N.A.	N.A.
Sridar Iyengar	5*	N.A.	N.A.	N.A.	N.A.	1
Viraj Tyagi	3	3	N.A.	N.A.	N.A.	N.A.
Gopal Jain	3	4	N.A.	N.A.	N.A.	-

# Mr. Gautam Puri is Permanent Invitee in Nomination, Remuneration & Compensation Committee meetings and Mr. Nikhil Mahajan is Permanent Invitee in Audit Committee meetings.

* Present by way of Con call in the Audit Committee meeting held on 9 March, 2015.

Pursuant to sub-section (7) of section 149 of the Companies Act, 2013, the Company has received the declaration of Independence from all the Independent Directors of the Company at its Board Meeting held on 13^th May, 2015.

Earlier, pursuant to sub-section (10) & (11) of section 149 of the Companies Act, 2013, the board had, at its Meeting held on ₂₂nd July, 2014, formalized the appointment of all Independent Directors for an initial period of 5 years w.e.f 1st April, 2014.

G) Directors Nomination and Remuneration Policy

The initiation of the process of determining the Remuneration of the Directors is done by the general body of shareholders by approving the overall maximum managerial remuneration that may be made payable to the Directors. Within this overall limit, the actual payout is decided by the Board, on the specific recommendation of the Nomination, Remuneration and Compensation Committee (comprising of all non-executive Directors, with majority of them being independent).

The document evidencing the process of determination of remuneration of Directors, i.e the latest Recommendation Report issued by the NRC Committee is attached as Annexure-VII to this Report.

Recommended Salary for WTD for FY 2014-15

(Figures in Rs, lacs)

Whole Time	Fixed	Variable	Total
Directors |		Compensation
Satya Narayanan R	64.40	30.30	94.70
Gautam Puri	64.40	30.30	94.70
Nikhil Mahajan	62.68	29.33	92.00

Recommendation for commission payable for the Non-Executive directors FY 2014-15

Non-Executive	Commission Payable for
Directors Name	FY 2014-15
Mr. Sridar Iyengar	0.25% of the net profits
Mr. Safir Anand	0.15% of the net profits
Mr. Viraj Tyagi	0.15% of the net profits
Mr. Kamil Hasan	0.15% of the net profits

H) Details of CL ESOP 2008 Scheme

Name of the Grantee	Category of the Grantee	No. of Options Granted	No. of Options Vested	No. of Options Exercised	Total no. of sharesafter exercising of option	No. of Option lapsed	Exercise price (in Rs, Per option)	Variation of terms of options	Money realized by exercise of options (amount in Rs,)	Total no. of options in force
Mr. Sridar Iyengar	Independent NonExecutive Director	4,000	1,600	2400	2400	0	300	Exercise Period was increased from 36 months to 60 months in Jan, 2013	720,000	1,600
Mr Shantanu Prakash	Non- Executive Director of SubsidiaryCompany	142,857	142,857	0	0	0	350	Exercise Period was increased from 36 months to 60 months in Sep, 2014	0	142,857
Mr. Safir Anand	Independent NonExecutive Director	4,000	1,600	2400	2400	0	300	Exercise Period was increased from 36 months to 60 months in Jan, 2013	720,000	1,600
Mr. Viraj Tyagi	Independent Non-executiveDirector	4,000	1,600	2400	2400	0	300	Exercise Period was increased from 36 months to 60 months in Jan, 2013	720,000	1,600
AjitKumar	Employee	6,500	0	1,000	1,000	3,000	175/430	None	0	2500
Johnson KV	Employee	1,000	0	0	0	1,000	175	None	0	0
Akash Goel	Employee	1,000	0	250	250	750	175	None	0	0
Rachna Sharma	Employee	3,000	0	250	250	750	175/430	None	0	2000
Vinod Bhan	Employee	1,000	0	0	0	1,000	175	None	0	0
Pawan Sharma	Employee	1,500	0	0	0	1,500	175	None	0	0
Piyush Gupta	Employee of SubsidiaryCo.	11,500	6,750	0	0	0	210/430	None	0	11,500

Name of the Grantee	Category of the Grantee	No. of Options Granted	No. of Options Vested	No. of Options Exercised	Total no. of shares after exercising of option	No. of Option lapsed	Exercise price (in Rs, Per option)	Variation of terms of options	Money realized by exercise of options (amount in Rs,)	Total no. of options in force
Sanjeev Srivastava	Employee	25,000	15,000	0	0	0	210/430	None	0	25,000
Vivek Garg	Employee	7,000	2,500	0	0	0	262/430	None	0	7,500
Himanshu Jain	Employee	2,500		0	0	0	430	None	0	2,500
Niharika Mittal	Employee	2,500		0	0	0	430	None	0	2,500
Ruchika Govila	Employee	2,500		0	0	0	430	None	0	2,500

The Corporate Governance report is attached as Annexure-VIII to this Report.

31. Directors Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

b) appropriate Accounting Policies have been selected and applied consistently and they have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company on 31st March, 2015 and of the Profit and Loss of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Accounts have been prepared on a going concern basis.

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Acknowledgement

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

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

For and on behalf of the Board of Directors

Sd/- Sd/-

New Delhi Gautam Puri Nikhil Mahajan

August 03, 2015 Vice Chairman & MD Whole Time Director & CFO

DIN: 00033548 DIN: 00033404