<dhhead>Board’s Report 2025</dhhead>
To
The Members CL Educate Limited
Dear Member(s),
The Board of Directors of your Company takes pleasure in presenting the
29th (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
(` In Lacs)
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 |
2,209 |
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 %)
In 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.
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
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.
Owing to 33% increase in its overseas revenue. The newly added DEX
vertical contributed ` 2,808 Lacs to the topline of the Group for the stub period of 40
days from the date of its acquisition. On a yearly basis, the revenue for DEXIT Global
stood at ` 20,513 Lacs for FY 2025 as compared to ` 19,858 Lacs in FY 2024.
Revenue distribution by geographical segment (in %)
In terms of geographical reach, company has offices in India, USA,
Singapore, Mauritius, UAE & Indonesia.
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the
year under review.
5. DETAILS OF SUBSIDIARIES/ JOINT VENTURES/
ASSOCIATE COMPANIES AS ON THE DATE OF THIS REPORT
As of the date of this report, CL operates through 11 subsidiaries,
including 4 step-down subsidiaries, dedicated to advancing our diverse business
activities. These include imparting education and training programs, publishing,
experiential and digital marketing, providing education related services to institutions
and universities and conducting digital examinations. Below is a brief profile of our
subsidiaries:
Direct Subsidiaries (In chronological order of becoming subsidiaries of
CL): i) Career Launcher Infrastructure Private Limited (hereinafter "CLIP")
CLIP is a Wholly Owned Subsidiary of the Company. Incorporated on
February 20, 2008, CLIP’s lines of business include printing and publishing of
educational content in the form of books, tests, analyses, etc. and printing competitive
books and Test Preparation material.
CLIP’s total income grew by 8% in FY 2025, reaching ` 2,156 Lacs
compared to ` 2,000 Lacs in FY 2024. This increase is primarily due to the higher sales of
test preparation and competitive exam books.
ii) Kestone CL Asia Hub Pte. Ltd., Singapore (hereinafter "Kestone
CL Asia")
Earlier a wholly owned subsidiary of the Company, Kestone CL Asia is
now a 99.90 % Subsidiary of the
Company on account of exercise of stock options by its employees
pursuant to its Employee Stock Options Plan.
Kestone CL Asia started its operations in Singapore from the Financial
Year 2016-17. It is currently engaged in providing integrated marketing solutions for
products and services, conducting educational & consulting programs, research related
services, etc. for and on behalf of inland and overseas customers.
Kestone CL Asia has a branch office in Dubai, inter alia, to provide
integrated sales & marketing services to corporates & institutions in the Middle
East, and has Subsidiaries in USA and Indonesia.
On a consolidated basis, Kestone CL Asia achieved a 35% revenue
increase, reaching
` 4,350 Lacs in FY 2025, up from ` 3230 Lacs in FY 2024. This growth
was driven by the strong performance of its Subsidiaries in the US and Indonesia, due to
the acquisition of new clients.
iii) Career Launcher Foundation (hereinafter "CLF"), a
Section 8 Company
CLF was incorporated on November 06, 2020 under Section 8 of the Act,
as a Wholly Owned Subsidiary of CL, to act as the implementing agency to undertake CSR
related projects, programmes and activities for the CL Group and other Companies. It is
registered for undertaking CSR activities with the Ministry of Corporate Affairs with
Registration No. CSR00007402.
iv) Career Launcher Private Limited (hereinafter "CLPL")
CLPL was incorporated on March 15, 2021 under the Companies Act, 2013
(‘Act’) as a Wholly Owned Subsidiary of CL. On December 27, 2022, the Company
disinvested from CLPL to the tune of 1% of its Paid-Up Share Capital. CLPL continues to
remain a 99% Subsidiary Company. There is no income recorded in this subsidiary for the
current financial year.
v) CL Singapore Hub Pte. Ltd., Singapore (hereinafter "CL
Singapore")
Incorporated in Singapore on August 16, 2023, CL Singapore is a Wholly
Owned Subsidiary of CL set up with an objective to carry on the Company’s
International Edtech Business, including all existing and new EdTech businesses globally
through this entity, while the International Martech business continues to be carried on
by Kestone CL Asia.
The Company commenced its operations in April 2024 and recorded a total
turnover of ` 37.84 Lacs for FY 2025.
vi) Threesixtyone Degree Minds Consulting Private Limited (hereinafter
"361DM")
Incorporated 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")
Incorporated 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.
. 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
In 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 (29th) 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 34th
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:
(Amount in ` Lacs)
S. No. Particulars |
CL Educate Limited |
Career Launcher
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 (29th)
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 34th 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 29th 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 28th 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 29th 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 29th 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
29th Annual General Meeting and being eligible has offered himself for
re-appointment, is proposed to be reappointed.
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 26th 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.
S. No. Name |
Executive
Director’s Remuneration for the Financial Year 2024-25: |
Amount in `
Lacs |
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 |
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 Mahajan |
$ 1,46,490 |
$ 1,27,800 |
$ 2,74,290 |
$ 1,36,080 |
$ 85,626 |
$ 2,21,706* |
*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 29th 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-31-2025.
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 & 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 3rd party tool,
Ozonotel 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):
(` In Lacs)
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):
(` In Lacs)
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):
(` In Lacs)
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):
( ` In Lacs)
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. in 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/AnnualAccountsona‘goingconcern’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 |
