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CL Educate Limited Annual Report 2021

Jun 24, 2021

60650_rns_2021-06-24_f459f397-c909-4bb7-a306-99feebe13097.pdf

Annual Report

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To, To, Department of Corporate Services, Listing Department, Phiroze Jeejeebhoy Towers, Dalal Street, C-1, G-Block, Bandra-Kurla Complex Mumbai — 400 001. Bandra, (E), Mumbai — 400 051.

BSE Limited National Stock Exchange of India Limited

Scrip Code: 540403, Scrip Symbol: CLEDUCATE ISIN: INE201M01011

Sub: Outcome of the Board Meeting held on June 24, 2021

Dear Ma'am/Sir(s),

In continuation to our letter dated June 17, 2021, please be informed that the Board of Directors of the Company at its meeting held today i.e., June 24, 2021, inter alia, has approved the following:

1. Appointment of M/s. S. Anantha & Ved LLP, Company Secretaries (LLP-IN: AAH-8229) as the Secretarial Auditor of the Company for the Financial Year 2021-22;

Brief_Profile:- M/s. S. Anantha & Ved LLP, Company Secretaries is a Limited Liability Partnership firm having LLP Identification Number AAH-8229. It was incorporated on November 16, 2016 in India and has its registered office in Mulund, Mumbai.

2. Appointment of Value Square Advisors Private Limited as the Internal Auditor of the Company for the Financial Year 2021-22;

Brief Profile:- Value Square Advisors Private Limited, having CIN U74999DL2018PTC334065 and headquartered in Delhi,is a company consisting of Business Advisors and Chartered Accountants, offering an array of services to support companies' accounting, tax and finance needs.

  1. Appointment of M/s. Sunny Chhabra & Co. (FRN- 101544), Cost Accountants as the Cost Auditor of the Company for the Financial Year 2021-22;

Brief Profile: - M/s. Sunny Chhabra & Co. (FRN- 101544) is a firm of Cost Accountants situated in Ghaziabad, Uttar Pradesh.

    1. The Audited Financial Results (Standalone and Consolidated) of the Company for the Quarter and Financial Year ended March 31, 2021 including the Statement of Assets and Liabilities as on March 31, 2021 and Auditors report thereon, are attached herewith as Enclosure —A & B.
    1. The Audited Financial Statements (Standalone and Consolidated) of the Company for the Financial Year ended March 31, 2021 and Auditors report thereon.

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Pera CaCl) Oc) Mee MLE LUN IC COME CML Cue UU COETME Tn Re rete TTT Corporate Office: A-45, First Floor, Mohan Co-operative Industrial Estate, New Delhi-110044 Mae ete

® www.cleducate.com PRU OLR

  1. Based on the recommendation of the Audit Committee, and subject to the approval of the Members, by way of a special resolution, the sale/transfer of Digital Business of CL Educate Limited to its Wholly Owned Subsidiary, Career Launcher Private Limited as a going concern through a Slump Sale for a lump sum consideration based on the Book Net Worth of the digital business undertaking rounded off to the nearest Crore (as determined by an independent Chartered Accountant) and the consideration to be fully discharged by way of a mix of issue of equity and / or loan;

The Disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. CIR/CFD/CMD/4/2015, dated September 09, 2015, is attached herewith as Enclosure- C

7. Based on the recommendation of the Audit Committee, CL Educate will make an additional investment of up to Rs. 2 Crores in Equity Share Capital of its Wholly Owned Subsidiary, Career Launcher Private Limited, by accepting the Rights Offer made by CLPL.

The Disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. CIR/CFD/CMD/4/2015, dated September 09, 2015, is attached herewith as Enclosure- D.

8. The ESOP Plan of Career Launcher Private Limited, and the Resultant (maximum) Dilution (of up to 10%) in the Ownership / Stake of CL Educate Limited in Career Launcher Private Limited.

The meeting of the Board of Directors commenced at 08:30 P.M. and concluded at 11:10 P.M.

The information 1s also available on the website of the Company (www.cleducate.com).

Kindly take the above on record.

Thanking You,

For CL Educate Limited, Hihdlon ©

Arjun Wadhwa Ne Chief Financial Officer

Place: New Delhi Date: June 24, 2021

Attachments:

a) Audited Fimancial Results (Standalone and Consolidated) for the Quarter and Financial Year ended March 31, 2021 (Enclosure- A).

Corporate Office: A-45, First Floor, Mohan Co-operative Industrial Estate, New Delhi-110044 Aate teh h

® www.cleducate.com rh etl PRE LO a Pera CaCl) Oc) Mee MLE LUN IC COME CML Cue UU RYCRCPMT TT mon eee eee

  • b) Declaration of un-modified opinion on the Annual Financial Results (Standalone & Consolidated) of the Company pursuant to Regulation $33(3)(d)$ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Enclosure-B).
  • c) The Disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding the sale/transfer of Digital Business of CL Educate Limited to its Wholly Owned Subsidiary, Career Launcher Private Limited (Enclosure-C).
  • d) The Disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding an additional investment of up to Rs. 2 Crores in Equity Share Capital of Career Launcher Private Limited ('CLPL'), a wholly owned subsidiary of the Company, (Enclosure-D).

Heladhwa

CL EDUCATE LIMITED

Registered Office: Plot No. 9A, Sector-27A, Mathura Road, Faridabad, Haryana-121003 Corporate Office: A-45, First Floor, Mohan Co-operative Industrial Estate, New Delhi-110044

www.cleducate.com [email protected] ◆+91-11-41281100/0800 ●+91-11-41281101 CIN: L74899HR1996PLC076897

Walker Chandiok & Co LLP 21" Floor, DLF Square Jacaranda Marg, DLF Phase Il Gurugram — 122 002 India T +91 124 4626099

F +91 124 4626004

Independent Auditor's Report on Standalone Annual Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

To the Board of Directors of CL Educate Limited

Opinion

  • We have audited the accompanying standalone annual financial results ('the Statement') of CL Educate Limited (the 'Company') for the year ended 31 March 2021, attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ('Listing Regulations'), including relevant circulars issued by the SEBI from time to time.
  • In our opinion and to the best of our information and according to the explanations given to us, the Statement:
    • (i) presents financial results in accordance with the requirements of Regulation 33 of the Listing Regulations, and
    • (ii) gives a true and fair view in conformity with the applicable Indian Accounting Standards ('Ind AS') prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with relevant rules issued thereunder, and other accounting principles generally accepted in India, of the standalone net loss after tax and other comprehensive loss and other financial information of the Company for the year ended 31 March 2021.

Basis for Opinion

. We conducted our audit in accordance with the Standards on Auditing ('SAs') specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Statement section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('the ICAI') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believeithat >> the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our opinic : WF

Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Dethi, Noida and Pune number AAC-2085 and its registered office

Chartered Accountants Walker Chandiok & Co LLP is registered with limited liability with identification at L-41 Connaught Circus, New Delhi, 110001, India

Independent Auditor's Report on Standalone Annual Financial Results of CL Educate Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (cont'd)

Emphasis of Matter

  1. We draw attention to Note 6 to the standalone financial results, which describes the uncertainties relating to COVID-19 pandemic outbreak and management's evaluation of its impact on the operations of the Company and accompanying standalone financial results as at the balance sheet date, the extent of which is significantly dependent on future developments as they evolve.

Our opinion is not modified in respect of this matter.

Responsibilities of Management and Those Charged with Governance for the Statement

    1. This Statement has been prepared on the basis of the standalone annual audited financial statements and has been approved by the Company's Board of Directors. The Company's Board of Directors is responsible for the preparation and presentation of the Statement that gives a true and fair view of the net profit/loss and other comprehensive income and other financial information of the Company in accordance with the accounting principles generally accepted in India, including Ind AS prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India, and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
    1. In preparing the Statement, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
    1. The Board of Directors is also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Statement

    1. Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing, specified under section 143(10) of the Act, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Statement.
    1. As part of an audit in accordance with the Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
    • e Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
    • e Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Ac {Wey are also responsible for expressing our opinion on whether the Company hast 'in, ere adequate internal financial controls with reference to financial statements and this operating effectiveness of such controls.

Independent Auditor's Report on Standalone Annual Financial Results of CL Educate Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (cont'd)

  • e Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
  • e Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • e Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.
    1. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
    1. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters

    1. The Statement includes the financial results for the quarter ended 31 March 2021, being the balancing figures between the audited figures in respect of the full financial year and the published unaudited year-to-date figures up to the third quarter of the current financial year, which were subject to limited review by us.
    1. The audit of standalone financial results for the corresponding quarter and year ended 31 March 2020 included in the Statement was carried out and reported by Haribhakti & Co LLP who have expressed unmodified opinion vide their audit report dated 29 June 2020, whose report has been furnished to us, and which has been relied upon by us for the purpose of our audit of the Statement. Our opinion is not modified in respect of this matter.

For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No.: 001076N/N500013

Neeraj Goel Partner Membership No. 099514

UDIN: 2109951 4AAAADS3067

Place: Gurugram Date: 24 June 2021

CL Educate LimitedCIN No:- L74899HR1996PLC076897Registered Office: Plot No.9A, Sector 27A, Mathura Road, Faridabad, Haryana -121003Corporate office: A-45, First Floor, Mohan Co-operative Industrial Estate, New Delhi- 110044STATEMENT OF STANDALONE ASSETS AND LIABILITIES AS AT MARCH 31,2021
(Rs. in Lacs)
Particulars March 31, 2021 March 31, 2020
Audited Audited
A ASSETS
$\overline{1}$ Non-current assets
Property, plant and equipment 2,468.63 3, 121.73
Right of Use AssetsInvestment property 305.62294.16 755.92299.91
Goodwill 212.38 212.38
Other intangible assets 2,043.07 1,997.78
Intangibles under development 51.10 102.81
Investment in subsidiaries and associates 15,698.57 15,696.22
Financial assets
(i) Loans 64.03 116.42
(ii) Other financial assets 4.40933.15 401.92
Non-current tax assetsDeferred tax assets (net) 422.13 900.59290.30
Other non-current assets 83.50 45.79
Total Non-current assets 22,580.74 23,941.77
$\overline{2}$ Current assets
Inventories 465.40 540.69
Financial assets(i) Investments 3,852.91 3,716.34
(ii) Trade receivables 1,508.62 3,301.16
(iii) Cash and cash equivalents 362.04 434.79
(iv) Bank balances other than (iii) above 432.36 19.20
$(v)$ Loans 4,591.97 4,957.00
(vi) Other financial assets 385.41 772.35
Other current assets 2,296.64 2,468.47
Total current assets 13,895.35 16,210.00
Assets held for saleTotal Assets 546.1637,022.25 40, 151.77
B EQUITY AND LIABILITIES
$\mathbf{1}$ Equity
Equity share capital 1,416.57 1,416.57
Other equity 27,803.10 28,310.18
$\overline{2}$ Total equityLIABILITIES 29,219.67 29,726.75
Non-current liabilities
Financial liabilities
(i) Borrowings 470.83 83.58
(ii) Lease Liability 130.05 391.54
Provisions 345.08 317.88
Other non-current liabilities 97.07 37.25
$\overline{\mathbf{3}}$ Total Non-current liabilitiesCurrent liabilities 1,043.03 830.25
Financial liabilities
(i) Borrowings 2,433.45 3,433.39
(ii) Trade payables
- total outstanding dues of micro and small enterprises; and 763.63 636.77
- total outstanding dues of creditors other than micro and small enterprises(iii) Lease Liability 1,609.6281.11 2,901.93286.92
(iv) Other financial liabilities 831.87 898.65
Other current liabilities 1,030.81 1,428.84
Provisions 9.06 8.27
Total current liabilities 6,759.55 9,594.77
Total liabilities 7,802.58 10,425.02
Total Equity and Liabilities 37,022.25 40, 151.77

$\cup$ C

$H_{0}$ Sam

CL Educate Limited CIN No:- L74899HR1996PLCO76897 Registered Office: Plot No.9A, Sector 27A, Mathura Road, Faridabad, Haryana -121003 Corporate office:A-45, First Floor, Mohan Co-operative Industrial Estate, New Delhi- 110044

AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31,2021

Rs.in lacs, exc! rshare data
Particulars For the quarter ended For the year ended
March 31, 2021 December 31, 2020 March 31, 2020 March 31, 2021 March 31, 2020
Refer note 9 Reviewed Refer note 9 Audited Audited
INCOME
a) Revenue Fromrations 2,683.78 2,312.37 3,453.68 9,986.49 16,334.73
(b) Other Income 273.38 152307 295.58 837.50 1,234.38
EXPENSES
a) Purchases of Stock-in-Trade 249.21 234.53 444.33 1,095.31
(b) Changes in inventories of Stock-inTrade (48.41) 10.52 75.29 (56.76)
benefitsnse¢ 548.98 582.49 1,738.85 2,203.60
Finance costsd) 62.47 98.41 369.94 528.24
(e) Depreciation and amortizationexpense 94.09 273.09 608.18 1,112.72
Franchisee 1,107.63 1,513.37 3,383.42 6,633.30
Other expenses 2,055.73 2,896.68 4,829.33 7,186.17
Profit/(loss) before exceptional itemsand tax (III-IV) (1,112.54) (1,859.83) (625.35) (1,133.47)
Exceptional Items 4,150.05 4,150.05
before taxProfit /(loss)(V-VI 1,112.54 6,009.88 625.35 5,283.52
Tax expense (278.74) (76.02) (112.55) 33.83
Profit /(Loss) for the period/year (VI-)) (833.80) (5,933.86) (512.80) (5,317.35)
Other Comnsive Income
(i) Items that will not be reclassified toprofit or loss (0.61)
(ii) Income tax relating to items thatwill not be reclassified to profit or loss 0.17
Paid-up Equity Share Capital (facevalue of Rs. 10 each) 1,416.57 1,416.57 1,416.57 1,416.57 1,416.57
Otherequi 27,803.10 28,310.18
share*:Earni
(a) Basic (5.89) (3.62) (37.54)
(b) Diluted (5.89) (3.62) (37.54)

"Earnings per equity share for the quarters have not been annualised

CL Educate Limited CIN No:- L74899HR1996PLCO76897 Registered Office: Plot No.9A, Sector 27A, Mathura Road, Faridabad ,Haryana -121003

AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2021 STANDALONE SEGMENT REVENUE, RESULTS, ASSETS AND LIABILITIES

CL Educate Limited
CIN No:- L74899HR1996PLCO76897
Registered Office: Plot No.9A, Sector 27A, Mathura Road, Faridabad ,Haryana -121003
AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2021STANDALONE SEGMENT REVENUE, RESULTS, ASSETS AND LIABILITIES
(Rs. In Lacs, except per share data)
Segment Wise Performance March 31, 2021 For the Quarter EndedDecember 31, 2020 March 31, 2020 March 31, 2021 For the Year EndedMarch 31, 2020
Refer note 9 Reviewed Refer note 9 Audited Audited
Segment RevenuePartner 1,641.89 1,391.74 2,373.25 5,432.73 10,396.55
DigitalVocational 1,041.89= 920.63= 1,080.43 4,553.76= 5,938.18=
Total Segment Revenue from Operations 2,683.78 2,312.37 3,453.68 9,986.49 16,334.73
(Gross)
Segment ResultsPartner 251.79 340.20 298.46 999.47 1,611.85
Digital 24.20 173533 (926.39) 435.45 (491.77)
VocationalTotal Segment Results (1,037.43)(761.44) (136.99)376.54 (753.31)(1,381.24) (1,250.23)184.69 (1,378.93)(258.85)
Add: Other Income 273.38 152.77 295.58 837.50 1,234.38
Less:- Finance CostLess:- Unallocated expenses 62.47562.01 94.54284.37 98.41675.76 369.941,277.60 528.241,580.76
Profit/(Loss) before tax (1,112.54) 150.40 (1,859.83) (625.35) (1,133.47)
Less: Exceptioanl items - - 4,150.05 - 4,150.05
Profit/(Loss) before tax after exceptionalitems (1,112.54) 150.40 (6,009.88) (625.35) (5,283.52)
Less: Tax ExpensesNet Profit / (Loss) for the period (278.74)(833.80) 58.4991.91 (76.02)(5,933.86) (112.55)(512.80) 33.83(5,317.35)
Other Comprehensive Income (0.44) 1.22 1.17 3922. 6.50
Total Comprehensive Income (834.24) 93.13 (5,932.69) (509.58) (5,310.85)
Segment AssetsPartner 4,361.50 4,449.05 4,821.80 4,361.50 4,821.80
Digital 3,060.65 3,583.62 4,159.21 3,060.65 4,159.21
VocationalUnallocated 397.7129,202.39 1,409.4729,168.63 1,493.2229,677.54 397.7129,202.39 1,493.2229,677.54
Total 37,022.25 38,610.77 40,151.77 37,022.25 40,151.77
Segment LiabilitiesPartner 1,643.60 1,898.88 2,594.86 1,643.60 2,594.86
DigitalVocational 1,590.01695.30 2,000.06474.27 2,451.43923.95 1,590.01695.30 2,451.43923.95
Unallocated 3,873.67 4,184.38 4,454.78 3,873.67 4,454.78
Total 7,802.58 8,557.59 10,425.02 7,802.58 10,425.02

CL Educate Limited CIN No:- L74899HR1996PLCO76897 Registered Office: Plot No.9A, Sector 27A, Mathura Road, Faridabad, Haryana -121003 Corporate office:A-45, First Floor, Mohan Co-operative Industrial Estate, New Delhi-110044

CL Educate LimitedCIN No:- L74899HR1996PLCO76897Registered Office: Plot No.9A, Sector 27A, Mathura Road, Faridabad, Haryana -121003
Corporate office:A-45, First Floor, Mohan Co-operative Industrial Estate, New Delhi-110044Audited Standalone Statement of Cash flows for the year ended March 31, 2021
Year ended (Rs. In Lacs}Year ended
A. Cash flow from operating activities March 31, 2021 March 31, 2020
Net Profit/(Loss} before taxAdjustment For:Depreciation and amortisation expense (625.35)608.18 (5,283.52)1,112.72
Gain on sale of property, plant and equipmentFinance cost (1.40)369.94 528.24
Rent income on investments propertyAdvances written offLiability no longer required written back (11.10)32.61(222.83) (26.49)418,32(126.78)
Unwinding of interest on security depositsEmployee share-based payment expenses (15.69): (19. 16)2.16
Unrealised foreign exchange gain (net)Commission income on financial guaranteeInterest income -(1.85)(425.02) (57.67)(1.65)(499.61)
Bad debts written offGain on mutual fundNet gain on fair value change 1,934.47-(136.57) 2,397.94(225.23)(112.42)
Gain on lease modificationExceptional items. (12.49): -4,150.05
Operating profit before working capital changesAdjustment for increase)/decrease in assets-Inventories 1,492.90F529 2,256.90(46.70)
-Trade receivables-Current and non current loans-Other current financial assets (141.93)10.94380.81 (1,115.91)(18.27)(195. 86)
-Other non current and current assetsAdjustment for increase/(decrease} in liabilities 191.77 (620.98)
-Non-current and current provisions-Other non current and current. liabilities-Trade payables 23:53(362.96)(942.62) 61.83705.27(61.22)
-Other current financial liabilitiesCash Generated from operationsLess: Income tax paid (net of refunds) (0.48)727,25(53.08) (84.43)880.63(146.26)
Net cash generated from operating activities (A} 674.17 734.37
r Cash flow from investing activitiesPurchase of property, plant and equipment (including capitaland capital advances)creditors (96.08) (65.45)
Purchase/developmentof other intangibleassets (includingintangilbles under development)Proceeds from sale of property, plant and equipment (392.55)48.76 (599.12)
Purchase of investment of in subsidiaries/associates and businesses (0.50) :(76.32)
Purchase of investment (mutual fund)Sale of Investment (mutual fund)Rent income on investments property :-11.10 (1,905.00)1,156.9826.49
Loans given to subsidiariesProceeds from realisation of loan given to subsidiariesTerm deposits not considered as cash and cash equivalents 389.56-(15.64) (184.54)175.661,085.90
Interest receivedNet cash flow generated from / (used in} investing activities (B} 428.60373.25 96.81{288.59}
C._ Cash flow from financing activities
Repayment of long-term borrowingsProceeds from long-term borrowings (170.21)500.00 (159. 89)
Net decrease/ (increase) in working capital borrowingsPayment of lease liabilitiesInterest expense Paid (999.95)(120.27)(329.74) 391.94(243.23)(520.07)
Dividend paidNet cash used in financing activities (C} -{1,120.17} (170.77){702.02}
Net (decrease} in cash and cash equivalents (A+B+C}Balance at the beginning of the year {72.75} {256.24}
Cash and cash equivalents at the beginning of the yearCash and cash equivalents at the end of the year 434.79362.04 691.03434.79
Notes to cash flow statementComponents of cash and cash equivalents
Balances with banksCurrent accountCheques/drafts on hand 266.987.87 340.142.33
Cash on hand 87.19362.04 92.32434.79

Notes:

  • The above standalone financial results of CL Educate Limited (the 'Company') for the year ended March 31, 2021 have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on June 24, 2021 and have been audited by the statutory auditors of the Company.
  • The above standalone financial results for the quarter and year ended March 31, 2021 have been prepared in accordance with the Indian Accounting Standards ('Ind-AS') as notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended), specified under section 133 of the Companies Act, 2013.
  • In accordance with Ind AS-108 "Operating Segments" and based on "Management Evaluation', the Chief Operating Decision Maker (CODM) evaluates the Company's performance and allocates resources based on the analysis of various performance indicators by business segments. Accordingly, information has been presented along these business segments. The accounting principles used in preparation of financial statements are constantly applied to record revenue and expenditure in individual segments.

Previously, the Company had considered "Consumer Test Prep" and "Others" as the only reportable segments of the Company. During the year, based on the increasing growth and focus on Digital delivery of services and the consequent changes to the nature of internal reporting provided to the CODM, the management has reassessed the company's segments. Accordingly, reportable segments of the company have been reclassified into "Partner", "Digital" and "Others". "Partner" segment includes the business generated and services through our Business Partners (Franchisees), whilst our "Digital" segment includes business generated and services rendered through a combination of a digital / online channel and offline point of sale counselling-cum-service centres run by the company. The segment "Others" comprises primarily the scaled down vocational training business. Accordingly, segment information provided in these results, including in respect of comparative periods, is based on such operating segments as described above.

The Company in the past has undertaken Central and State Government/ Agencies projects in the education / skill development sector. The dues from the concerned department / agency have not been realized mainly on account of delays and long processes. Keeping in mind that these balances have been outstanding for more than 3 years, as a matter of prudence, the Company has opted to write-off Rs. 14.5 crores of the 18.1 crores that was outstanding at the start of FY'21. In the opinion of the Management, it has made the necessary provision, wherever required and the remaining balances which are being carried forward into FY'22 are fully recoverable. The details of the amount recoverable are as under: -

Nature of Balance Total outstandingMarch31,(Rs. in lacs) amount Amountas on outstanding2021 for more than (ECL)Years3ofoutstanding)(Rs. in lacs) ExpectedCredit(Out provisiontotal amountoutstandingMarch 2021onas202131,in lacs) Amountsloss writeoffconsidered inYearon theEndedMarch31,(Rs.in(Rs. lacs)
TradeVocationalReceivables 65759 357.59 23.44 1450.00

The Board of Directors of the Company has approved the scheme of arrangement of amalgamation of its subsidiary companies into the Company ("the Scheme') in its meeting held on November 27, 2018. The scheme has been approved by the National Stock Exchange of India Limited ("the NSE") and BSE Limited ("the BSE"). During the previous year 2019-20, an application under regulation 37 of the SEBI (LODR) Regulations, 2015 was filed with the National Company Law Tribunal (NCLT),

for the proposed amalgamation of Career Launcher Education Infrastructure and Services Limited, CL Media Private Limited, Accendere Knowledge Management Services Private Limited, G.K. Publications Private Limited and Kestone Integrated Marketing Services Private Limited ("Amalgamating Company") with CL Educate Limited ("Amalgamated Company"). The Scheme will be effective upon approval from NCLT, which is pending as on date, predominantly on account of the COVID-19 pandemic. The appointed date as proposed date by the Company is April 1, 2019. The company has filed a petition in NCLT to expedite the process of merger. The next hearing is scheduled to be held on July 30, 2021.

The nationwide lockdown due to spread of COVID-19 and other significant restrictions imposed on the movement had an impact on the education sector as well, as all of the Company's study centres across India continued to remain shut for major part of the Year ended March 31, 2021. The Management had, however, made necessary adjustments to its service and customer acquisition processes, moving to a largely Digital model, thereby minimizing the business impact of the pandemic.

During the current period, the Management has re-evaluated the likely impact of COVID-19 on its business operations, demand for its products/services, profitability, capital and financial resources, liquidity position, ability to service debt arrangements and financial and non-financial assets, etc. Based on the projected cash flows drawn for the current financial year, the Management has concluded that the company will have sufficient liquidity to continue its operations in an uninterrupted manner. Also, the Management is of the view that there is no material impact and is confident of recovering the carrying amount of all the assets. Any possibilities of delays in collection are covered by the Expected Credit Loss Model.

For the aforesaid evaluation, the Management has considered internal and external sources of information up to the date of approval of these financial results. The actual impact of the pandemic may, however, differ from that estimated as at date of approval of these financial results and the Management will continue to closely monitor any material changes to future economic conditions.

  • The management of the company intends to sell its property at Faridabad, cost of which is Rs. 546.16 lacs and has received a definitive proposal from a buyer. The proposal presented by the Management Committee has been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on June 24, 2021. The sale is expected to be closed in the upcoming few months. The company has highlighted the same as "Assets Held for Sale".
  • Due to an increase in the digital nature of the business, the management of the company had sought approval from the Board of Directors for transferring the Test Prep Digital Business into a separate wholly-owned subsidiary — Career Launcher Pvt. Ltd. in order to unlock the maximum potential of the Digital business. The Board of Directors have given its approval for execution of the slump sale and the same will next be sent for Shareholders' approval.
  • Figure for the quarter ended March 2021 and 31 March 2020 are the balancing figures between audited figures for the financial year and reviewed year to date figure upto third quarter of the respective financial years.
    1. Figures for the previous period have been regrouped/ reclassified wherever necessary to conform to the current period's classification.

5 Date: 24 June 2021

For and on behalf of the Board

f /| ntl a Gautam Puri

Place: New Delhi Vice Chairman and Managing Director

Walker Chandiok & Co LLP 21" Floor, DLF Square Jacaranda Marg, DLF Phase Il Gurugram — 122 002 India T +91 124 4626099 F +81 124 4626001

Independent Auditor's Report on Consolidated Annual Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)

To the Board of Directors of CL Educate Limited

Opinion

  • We have audited the accompanying consolidated annual financial results ('the Statement') of CL Educate Limited (the 'Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group') and its associate for the year ended 31 March 2021, attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ('Listing Regulations'), including relevant circulars issued by the SEBI from time to time.
  • In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of other auditors on separate audited financial statements of the subsidiaries, as referred to in paragraph 15 below, the Statement:
    • (i) includes the annual financial results of the entities listed in Annexure 1;
    • (ii) presents financial results in accordance with the requirements of Regulation 33 of the Listing Regulations; and
    • (iii) gives a true and fair view in conformity with the applicable Indian Accounting Standards ('Ind AS') prescribed under Section 133 of the Companies Act, 2013 ('the Act'). read with relevant rules issued thereunder, and other accounting principles generally accepted in India, of the consolidated net loss after tax and other comprehensive loss and other financial information of the Group and its associate, for the year ended 31 March 2021.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ('SAs') specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Statement section of our report. We are independent of the Group and its associate, in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('the ICAI') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the rules thereunder, and-wehave fulfilled our other ethical responsibilities in accordance with these requirements and the: of Ethics. We believe that the audit evidence obtained by us and that obtained by the other uditors in\S) terms of their reports referred to in paragraph 15 of the Other Matters section below, is Sufficient and |: appropriate to provide a basis for our opinion. \

Offices in Bengaluru, Chandigarh, Chennai, Gurugram, Hyderabad, Kochi, Kolkata, Mumbai, New Delhi, Noida and Pune number AAC-2085 and its registered office

(Chartered Accountants Walker Chandiok & Co LLP is registered with limited liability with identification at L-41 Connaught Circus, New Dethi, 110001, India

Independent Auditor's Report on Consolidated Annual Financial Results of CL Educate Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (cont'd)

Emphasis of Matters

    1. We draw attention to Note 4 to the accompanying consolidated Statement, with regard to Business Transfer Agreement with |-Take Care Private Limited (the "Buyer') for the sale of infrastructure services business (the "Assets") on slump sale basis. As on date, the transaction is pending closure as the Buyer has not been able to arrange the requisite funds to close the transactions. As detailed in said note, the Management is also in parallel discussions with other parties to locate an alternate buyer to give effect to the disposal of the Assets. As further stated in the said Note, the delay is caused by the events and circumstances beyond Career Launcher Infrastructure Private Limited ("CLIP")'s control and that Management remains committed to its plan to sell the assets. As a result, CLIP continues to disclose such Assets as "Disposal group-Assets held for sale" as on the balance sheet date.
    1. We draw your attention to Notes 6 and 8 to the accompanying consolidated Statement, which describes that the group has initiated a legal action against B&S Strategy Services Private Limited ('B&S') before the Honorable High Court for recovery of outstanding cash consideration of Rs. 400 lacs from sale of its school business vertical. Further, as stated in the said note 8, the Group has receivables from Nalanda Foundation amounting to Rs 500 lacs which are long outstanding. Based on legal advice and its assessment of the merits of the case, the Management is of the view that the aforesaid receivable balances are good and recoverable and hence, no adjustment is required in the consolidated Statement of the Group as at the balance sheet date.
    1. We draw attention to Note 9 to the consolidated Statement, which describes the uncertainties relating to COVID-19 pandemic outbreak and management's evaluation of its impact on the operations of the Group and the accompanying consolidated Statement as at the balance sheet date, the extent of which is significantly dependent on future developments as they evolve.

Our opinion is not modified in respect of these aforementioned matters.

Responsibilities of Management and Those Charged with Governance for the Statement

    1. The Statement, which is the responsibility of the Holding Company's management and has been approved by the Holding Company's Board of Directors, has been prepared on the basis of the consolidated annual audited financial statements. The Holding Company's Board of Directors is responsible for the preparation and presentation of the Statement that gives a true and fair view of the consolidated net profit or loss after tax and other comprehensive income, and other financial information of the Group including its associate in accordance with the accounting principles generally accepted in India, including the Ind AS prescribed under section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Holding Company's Board of Directors is also responsible for ensuring accuracy of records including financial information considered necessary for the preparation of the Statement. Further, in terms of the provisions of the Act, the respective Board of Directors of the companies included in the Group and its associate, covered under the Act, are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding of the assets of the Group and its associate, and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively, for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial results, that give a true and fair view and are free from material misstatement, whether due to fraud or error. These financial results have been used for the purpose of preparation of the Statement by the Directors of the Holding Company, as aforesaid.
    1. In preparing the Statement, the respective Board of Directors of the companies included in the Group and of its associate, are responsible for assessing the ability of the Group and of its associate eto continue as a going concern, disclosing, as applicable, matters related to going concernyand using) the going concern basis of accounting, unless the respective Board of Directors either int liquidate the Group or to cease operations, or has no realistic alternative but to do so. (=/ |

Independent Auditor's Report on Consolidated Annual Financial Results of CL Educate Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (cont'd)

Q. The respective Board of Directors of the companies included in the Group and of its associate, are responsible for overseeing the financial reporting process of the companies included in the Group and of its associate.

Auditor's Responsibilities for the Audit of the Statement

    1. Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing, specified under section 143(10) of the Act, will always detect a material misstatement, when it exists. Misstatements can arise from fraud or error, and are considered material if, individually, or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Statement.
    1. As part of an audit in accordance with the Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
    • e Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
    • e Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Holding Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
    • e Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
    • e Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its associate, to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its associate to cease to continue as a going concern.
    • e Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.
    • e Obtain sufficient appropriate audit evidence regarding the financial results/ financial information/ financial statements of the entities within the Group and its associate, to express an opinion on the Statement. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the Statement, of which we are the independent auditors. For the other entities included in the Statement, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
    1. We communicate with those charged with governance of the Holding Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
    1. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them —all relationships and other matters that may reasonably be thought to bear on our independence!'ando: where applicable, related safeguards. C

Independent Auditor's Report on Consolidated Annual Financial Results of CL Educate Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (cont'd)

  1. We also performed procedures in accordance with SEBI Circular CIR/CFD/CMD1/44/2019 dated 29 March 2019, issued by the SEBI under Regulation 33 (8) of the Listing Regulations, to the extent applicable.

Other Matters

  1. We did not audit the annual financial statements of four subsidiaries included in the Statement, whose financial information reflects total assets of ¥ 2,094.71 lacs as at 31 March 2021, total revenues of = 1,796.07 lacs, total net profit after tax of ¥ 235.85 lacs, total comprehensive income of = 235.85 lacs and cash flows (net) of = 283.57 lacs for the year ended on that date, as considered in the Statement. These annual financial statements have been audited by other auditors whose audit reports have been furnished to us by the management, and our opinion in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the audit reports of such other auditors, and the procedures performed by us as stated in paragraph 14 above.

Our opinion is not modified in respect of this matter with respect to our reliance on the work done by and the reports of the other auditors.

  1. The Statement also includes the Group's share of net loss after tax of ¥ 4.94 lacs, and total comprehensive loss of = 4.94 lacs for the year ended 31 March 2021, in respect of one associate, based on their annual financial statements, which have not been audited by their auditors. These financial statements have been furnished to us by the Holding Company's management. Our opinion, in so far as it relates to the amounts and disclosures included in respect of aforesaid associate, is based solely on such unaudited financial statements. In our opinion, and according to the information and explanations given to us by the management, these financial statements are not material to the Group.

Our opinion is not modified in respect of this matter with respect to our reliance on the financial statements certified by the Board of Directors.

    1. The Statement includes the consolidated financial results for the quarter ended 31 March 2021, being the balancing figures between the audited consolidated figures in respect of the full financial year and the published unaudited year-to-date consolidated figures up to the third quarter of the current financial year, which were subject to limited review by us.
    1. The audit of consolidated financial results for the corresponding quarter and year ended 31 March 2020 included in the Statement was carried out and reported by Haribhakti & Co LLP who have expressed unmodified opinion vide their audit report dated 29 June 2020, whose report have been furnished to us and which have been relied upon by us for the purpose of our audit of the Statement. Our opinion is not modified in respect of this matter.

For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No.: 001076N/N500013

Neeraj Goel Partner Membership No. 099514

UDIN: 2109951 4AAAADV6175

Place : Gurugram Date : 24 June 2021

Independent Auditor's Report on Consolidated Annual Financial Results of CL Educate Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (cont'd)

Annexure 1

List of entities included in the Statement

Holding Company

  1. CL Educate Limited

Subsidiaries

  • CL Media Private Limited
  • G K Publications Private Limited CONAAKRWN>
  • Career Launcher Education Infrastructure and Services Limited
  • Career Launcher Infrastructure Private Limited (step down subsidiary)
  • Accendere Knowledge Management Services Private Limited
  • Ice Gate Educational Institute Private Limited
  • Kestone Integrated Marketing Services Private Limited
  • Kestone CL Asia Hub Pte. Limited (step down subsidiary);
  • Kestone CL US Limited (step down subsidiary of Kestone Integrated Marketing Services Private Limited); and
  • 10.CL Educate (Africa) Limited (w.e.f 1 December 2020) (step down subsidiary of Kestone Integrated Marketing Services Private Limited)

Associate

  1. Threesixtyone Degree Minds Consulting Private Limited

${\rm CL}$ Educate ${\rm Limited}$ CIN No:- L74899HR1996PLC076897 Registered Office: Plot No. 9A, Sector 27A, Mathura Road, Faridabad, Haryana, India 121003 Corporate Office: A-45, First Floor, Mohan Cooperative Industrial Area, Main Mathura Road, Delhi 110044

STATEMENT OF AUDITED CONSOLIDATED ASSETS AND LIABILITIES AS AT MARCH 31, 2021

(Rs. In lacs)
Particulars As atMarch 31, 2021Audited As atMarch 31, 2020Audited
$\mathbf{A}$ ASSETS
$\mathbf{1}$ Non-current assets
Property, plant and equipment 3,263.21 3.977.03
Right of use assets 347.73 947.85
Investment property 294.16 299.91
Goodwill 3,273.42 3,273.42
Other intangible assets 2,595.58 2,263.17
Intangibles under development 359.13 342.64
Investment in associates accounted using equity method 785.17 789.61
Financial assets
$(i)$ Investments 588.73 588.73
$(n)$ Loans 98.09 167.66
(ii) Other financial assets 61.71 956.61
Non-current tax assets (net) 2,180.63 2,686.72
Deferred tax assets (net) 1,752.29 1,325.88
Other non-current assets 101.39 69.60
Total non-current assets 15,701.24 17,688.83
$\overline{c}$ Current assets
Inventories 1,447.90 1,450.24
Financial assets
$(i)$ Investments 3,852.91 3,716.34
(ii) Trade receivables 5,247.56 9,279.55
(iii) Cash and cash equivalents 1,725.42 1,159.28
(iv) Bank balances other than (iii) above 1,239.62 260.02
$(v)$ Loans 1,558.34 1,550.20
(vi) Other financial assets 639.29 985.61
Other current assets 2,805.33 3,132.49
Total current assets 18,516.37 21,533.73
Disposal group - Assets held for sale 3,469.11 2,923.31
Total assets 37,686.72 42, 145.87
B EQUITY AND LIABILITIES
$\mathbf{1}$ Equity
Equity share capital 1,416.57 1,416.57
Equity attributable to the share holders of the Company 25,799.73 26,922.30
Total equity 27,216.30 28,338.87
$\overline{c}$ Non-controlling interest 12.50 26.90
$\overline{3}$ Non-current liabilities
Financial liabilities
(i) Borrowings 566.85 358.37
$(n)$ Lease liabilities 146.00 448.25
Provisions 588.83 562.36
Deferred tax liabilities (net) 9.40 3.36
Other non-current liabilities 108.48 71.29
Total non-current liabilities 1,419.56 1,443.63
$\overline{4}$ Current liabilities
Financial liabilities
(i) Borrowings 3,276.08 3,918.08
(ii) Lease liabilities 115.24 435.74
(iii) Trade payables
- total outstanding dues of micro and small enterprises; and 944.09 802.68
- total outstanding dues of creditors other than micro and small enterprises 1,536.05 3,263.66
(iv) Other financial liabilities 1,321.84 1,361.84
Other current liabilities 1,822.75 2,530.08
Provisions 12.65 12.21
Current tax liabilities (net) 9.66 12.18
Total current liabilities 9,038.36 12,336.47
Total equity and liabilities 37,686.72 42,145.87

$C \times$

HAND

CL Educate Limited CIN No:- L74899HR1996PLC076897 Registered Office: Plot No. 9A, Sector 27A, Mathura Road, Faridabad, Haryana, India 121003 Corporate Office: A-45, First Floor, Mohan Cooperative Industrial Area, Main Mathura Road, Delhi 110044

AUDITED CONSOLIDATED FINANCIAL RESULTS FOR QUARTER AND YEAR ENDED MARCH 31, 2021

share data
For the quarter ended For theyear ended For the year ended
Particulars March 31, 2021 December 31, 2020 March 31, 2020 March 31, 2021 March 31, 2020
Refer note 12 Reviewed Refer note 12 Audited Audited
Income
Revenue from 4,580.52 4,589.39 5,414.64 18,449.94 868.33
Other income 364.53, 86.81 770.42 959.67 1,529.70
a) Cost of material consumed 78.33 117.41 269.17
Purchases of Stock-in-Trade 91 TAB 18.82
in inventories of finishedStock-in -Trade and worl 156.3: 40 30.54 57,
benefits 1,179.02 1,156.59 3,97 5,93
) Finance costs 103.85. 147.79 563.11 830.96
and amortizationFranchisee 154,93 336.14 835.17 1,401.50
Service 1,191.77970.96 1,598.401,170.73 3,574.514,688.04 7,142.517,782.16
i) Other 3,152.31 4,713.04 1.18 10,834.75
Profit/(loss) before share of profit/(oss) of equity accounted investees, exceptional (1,649.86) (2,759. (1,474.90) (1,362.92)
items 4,150.05 4,150.05
before share of profit/(loss) of equity accounted investees and tax E(1,649.86) (6,909. 7(1,474.90) 6,512.97)
accounted investeesofbefore tax 00) 6.02 4.94 471
479,
from discontinuedfor the
of discontinued
for the fromattributable to
a) Owners of the
Niinterest
from discontinuedattributable tofor the
a) Owners of the
interestNi
OtherIncome
i) Items that will not be reclassified toor loss 0.33 10.87 21.47
ii) Income taxto items that will not be reclassified toor loss 2.75 5
B._(ij Items that will be reclassified to profit or lossii) Income tax 23,89Ol 6,69 37.34
to items that will be reclassified to profit or lossIncomeTotal Other 10.30 113.10 2.10 40
Otherincome for theattributable to 16.54 44.03
'@) Owners of the 10.30 13.10 15.33 44.03 41.68
Ninterest : : 1.21 : 121
Total Comprehensive Income for the period/ year (Com prising Profit/(loss) and Other 169.71) (27.49) (6,311.48) (2,138.01) (5,262.91
+
Totalincome for theattributable to
a) Owners of the 1,123.61
interestN 14.40
@) Basic Diluted
share (for discontinued
a) Basic Diluted
"Earning per equity share for the quarters are not annualised

CL Educate Limited CIN No: L74899HR1996PLC076897 Registered Office: Plot No. 9A, Sector 27A, Mathura Road, Faridabad, Haryana, India 121003 Corporate Office: A-45, First Floor, Mohan Cooperative Industrial Area, Main Mathura Road, Delhi 110044

AUDITED CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2021

CL Educate LimitedCIN No: L74899HR1996PLC076897Registered Office: Plot No. 9A, Sector 27A, Mathura Road, Faridabad, Haryana, India 121003Corporate Office: A-45, First Floor, Mohan Cooperative Industrial Area, Main Mathura Road, Delhi 110044AUDITED CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2021(Rs. In lacs)Year endedYear endedParticulars<March 31, 2021March 31, 2020AuditedCash flow from Operating ActivitiesAuditedNet Profit before tax from:Continuing operations6,527.68)(1,479.84)Discontinued operations16.23118.92Profit before income tax including discontinued operation(1,463.61)(5,408.76)Adjustment for:Depseciation and amortisation expense835,171,401.50Gain on sale of property, plant and equipment(14.82)(0.98)Provision for slow moving inventory(43.39)30.24Finance costs563.11830.96Net gain on fair value changes-Share of profits of associates14.714.94Inventory written off4.63-Advances written off47,00499.19Rental income on investment property(11.10)(26.49)G7481)Liability no longer required written back(352.94)Unwinding of interest on security deposits(22.86)(27.20)Employee share based payment expense2.16-Uniealised foreign exchange gain (net)86.82Gain on mutual funds(136.57)(225,23)Movement in financial guaranteeG81)0.67Other comprehensive income42.89:Interest Income(174.86)(172.55)Finance income on financial guarantees(1.85)-Gain on lease modification(15.06)-Reversal of goodwill71.62-(Reversal)/ provision for expected credit loss235.00(146.58)Loss allowance on advances176.31-Exceptional expense4,150.05=Bad debts written off2,853.423,016.35Operating profit before working capital changes2,023.794,098.93Movements in working capital- (Inctease)/Decrease in trade receivables1,238.32276.34- (Inctease}/Decrease in inventories41.10(658.84)- (lnctease)/Decrease in loans523.4384.29- (lnctease)/Dectease in financial assets280.5571.91)- (lnctease)/Decrease in current & non curtent assets381.95- Inctease/ (Dectease) in other curtent & non-cutsent liabilities300.30)767.18- Inctease/ (Decrease) in Trade payables(1,586.20)(742.31)- Inctease/ (Decrease) in Provisions26.9173.65- Inctease/ (Dectease) in current & non current financial liabilities(284.58)0.81Cash flow generated from operations2,191.223,429.67Less: Income tax paid (net of refunds)423,70Net Cash flow generated from Operating Activities (A)2,953.462,614.92Cash flow from Investing ActivitiesPurchase of property, plant and equipment and intangible assets (including payable towards(1,263.28)(506,20)property, plant and equipment }Proceed from sale of property, plant and equipment and intangible assets89.8181.40Purchase of investment in subsidiaties & associates1.05Purchase of investment (Mutual fund)931.75-22525Gain on mutual fund-Purchase of investment of in mutual funds(1,905.00)-Term deposits not considered as cash and cash equivalents1,415.04(84.70)Interest received127,01205.60Rental income on investment property11.1026.49Net Cash (Used in) Investing Activities (B)(361.93)(348.45)
(116.31)
(63.24)
(52.22)
(476.22)
(65.68)

CL Educate Limited CIN No: L74899HR1996PLC076897 Registered Office: Plot No. 9A, Sector 27A, Mathura Road, Faridabad, Haryana, India 121003 Corporate Office: A-45, First Floor, Mohan Cooperative Industrial Area, Main Mathura Road, Delhi 110044

AUDITED CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2021

CL Educate LimitedCIN No: L74899HR1996PLC076897
Registered Office: Plot No. 9A, Sector 27A, Mathura Road, Faridabad, Haryana, India 121003Corporate Office: A-45, First Floor, Mohan Cooperative Industrial Area, Main Mathura Road, Delhi 110044
AUDITED CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2021
(Rs. In lacs)
Particulars Year endedMarch 31, 2021 Year endedMarch 31, 2020
A. Cash flow from Operating Activities Audited Audited
. Continued from previous page
Ge Cash Flow from Financing Activities
Repayment of long-term borrowingsNet increase in working: capital borrowings 152,44(642,00) (437.43)532.22)
Payment of lease liabilities (net} (618.94) (611.43)
Interest paidDridend paid including tax (678.35)- (734.97)(170.77)
Net Cash (used in) Financing Activities (C) (1,686.85) (2,486.82)
Net increase /(decrease) in Cash and Cash Equivalents (A+B+C) 566.14 118.18
Balance at the beginning of the year
Cash and cash equivalents at the beginning: of the year 1,159.28 1,041.10
Balance at the end of the year 1,725.42 1,159.28
Components of cash & cash equivalentBalances with banks
Reemeeane 1,405.27 1,040.27
Cheques/ drafts on hand 32.87 235
Deposits with orginal maturities with less than 3 monthsCash on hand 200.0087,28 -116.68

Registered Office: Plot No. 9A, Sector 27A, Mathura Road, Faridabad, Haryana, India 121003 CL Educate Limited CIN No:- L74899H R1996PLC076897 Corporate Office: A-45, First Floor, Mohan Cooperative Industrial Area, Main Mathura Road, Delhi 110044

AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE YEAR ENDED MARCH 31, 2021 CONSOLIDATED SEGMENT REVENUE, RESULT, ASSETS AND LIABILITIES

CL Educate LimitedCIN No:- L74899H R1996PLC076897
Registered Office: Plot No. 9A, Sector 27A, Mathura Road, Faridabad, Haryana, India 121003Corporate Office: A-45, First Floor, Mohan Cooperative Industrial Area, Main Mathura Road, Delhi 110044
AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE YEAR ENDED MARCH 31, 2021
CONSOLIDATED SEGMENT REVENUE, RESULT, ASSETS AND LIABILITIES (Rs, In Lacs)
For the quarter ended For the year ended
Particulars Reviewed Reviewed Reviewed Audited Audited
December 31, 2020
Segment Revenue March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
PartnerDigital 1,641.891,157.21 1,391.741,046.22 2,373.251,305.88 5,432.735,009.07 10,396.557,062.03
Consumer PublishingEnterprise Corporate (454.29)1,903.27 (130.24)2,154.39 (568.94)1,925.13 699.66)7,562.10 (156.28)11,535.06
Enterprise InstitutionalOthers 332.44= 127.28- 373.036.29 845.70- 2,001.78BO
'TotalSegment Result - Continuing 4,580.52 4,589.39 5,414.64 18,449.94 30,868.33
Partner 25ATE 340.20 298.46 999.47 1,611.85
DigitalConsumer Publishing 3.35(107.01) 180.15(29.70) (1,159.08)(515.19) 402.97289.04) (658.40)(67.57)
Enterprise CorporateEnterprise Institutional 147.01(497.44) 143.6924.21 (4.37)68.32) 347.90(675.62) 170.98540.02
OthersTotal (842.37)(4,044.67) (25.17)633.38 (628.97)(1,977.47) (1,142.67)(256.99) (1,736.50)(139.62)
Less; Unallocated expenses (865.87) (492.94) (1,404.93) (1,614.47) (1,922.04)
Operating Profit/(loss) Add: Other income (4,910.54)364.53 140.4486.81 (3,382.40)770.42 (1,871.46)959.67 (2,061.66) :1,529.70
Less: Finance costsProfit/(Loss) before share of profit/(loss) of equity accounted 103.85(1,649.86) 133.2394.02 147.79(2,759.77) 563.11(4,474.90) 830.96(1,362.92)
investees, exceptional items and taxLess: Exceptional items 4,150.05 4,150.05
Profit/(Loss) before share of profit/(loss) of equity accountedinvestees and tax (V-VI) 7(4,649.86) 794.02 (6,909.82) =(1,474.90) 6,512.97)
Shate of profit/ (loss) of associates accounted for using equitymethod (3.00) (0.57) 6.02 (4.94) (14.72)
Profit/ (Loss) before taxIncome taxes (1,652.86) 93.45132.68 (6,903.80) (1,479.34) (6,527.68)
Net Profit/(Loss) from continuing operations (455.83)(4,197.03) (39.23) (564.39)(6,339.41) (281.57)(4,198.27) (102.96)(6,424.72)
Profit/ (Loss) from discontinued operations (net of taxes)Net Profit/(Loss) including discontinued operations 17.02(1,180.01) (1.36)(40.59) 11.39(6,328.02) 16.23(1,182.04) 118.926,305.80)
Other Comprehensive Income 10.30 13.10 16.54 44.03 42.89
(1,169.71) (27.49) (6,311.48) (1,138.01) 6,262.91)
Total Comprehensive Income 4,821.80 4,361.50 4,821.80
Segment AssetsPartner 4,361.50 4,449.05
DigitalConsumer Publishing 3,419.343,587.41 4,001.944,732.43 4,773.455,382.97 3,419.343,587.41 4,773.455,382.97
Enterprise CorporateEnterprise Institutional 6,552.792,863.11 6,733.993,107.99 7,121.863,005.69 6,552.792,863.11 7,121.863,005.69
OthersUnallocated 974.0415,928.53 2,008.3315,599.20 1,675.4315,364.67 974,0415,928.53 1,675.4315,364.67
Total 37,686.72 40,632.93 42,145.87 37,686.72 42,145.87
Segment LiabilitiesPartner 1,643.60 1,898.88 2,594.86 1,643.60 2,594.86
DigitalConsumer Publishing 1,826.39403.23 2,310.70163.99 2,852.33579.27 1,826.39403.23 2,852.33579.27
Enterprise CorporateEnterprise Institutional 2,191.01463.81 2,556.90667.82 3,108.371,035.78 2,191.01463.81 3,108.371,035.78
OthersUnallocatedTotal 682.693,247.1910,457.92 830.203,806.3612,234.85 1,402.662,206.8313,780.10 682.693,247.1910,457.92 1,402.662,206.8313,780.10

Notes:

  • The consolidated financial results for the year ended March 31, 2021 have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on June 24, 2021 and have been audited by the statutory auditors of the Group.
  • The above results have been prepared in accordance with the Indian Accounting Standards ('Ind-AS') as notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended), specified under section 133 of the Companies Act, 2013.
  • In accordance with Ind AS-108 "Operating Segments' and based on "Management Evaluation', the Chief Operating Decision Maker ("CODM) evaluates the Group's performance and allocates resources based on the analysis of various performance indicators by business segments. Accordingly, information has been presented along these business segments. The accounting principles used in preparation of financial results are constantly applied to record revenue and expenditure in individual segments.

Previously, the consumer business comprised of "Consumer Test Prep" and "Consumer Publishing" as the only reportable segments. During this financial year, based on the increasing growth and focus on Digital delivery of services and the consequent changes to the nature of internal reporting provided to the CODM, the management has reassessed the Holding Company's segments. Accordingly, Consumer Test Prep segment have been reclassified into "Partner" and "Digital". "Partner" segment includes the business generated and serviced through our Business Partners (Franchisees), whilst our "Digital" segment includes services rendered through the digital / online mode and offline counselling-cum-service centres run by the company. Accordingly, segment information provided in these results, including in respect of comparative periods, is based on such operating segments as described above. The reportable segments represent:

  • (i) Consumer business comprising of Consumer Test Prep (Partner and Digital) and Consumer Publishing,
  • (ii) Enterprise business comprising of Enterprise Corporate and Enterprise Institutional,
  • (iil) Others which comprise primarily the discontinued K-12 business (up to March 2020). and scaled down Vocational Training business.
  • In March 2017, Career Launcher Infrastructure Private Limited ("CLIP"), a step-down subsidiary entered into a Business Transfer Agreement ("BTA") to sell its Infrastructure Services business (the "Assets") on a slump sale basis. The proposed sale of business is consistent with the Group's long-term strategy to discontinue its K-12 business. As on date, the transaction is pending for closure and the Management is taking appropriate action to ensure that its rights and interests are protected. Also, the Management is in parallel discussions with other parties to locate an alternate buyer to give effect to the disposal of the Assets. As the delay is caused by events and circumstances beyond CLIP's control and given that the Management remains committed to its plan to sell the Assets, CLIP continues to disclose such Assets as "Disposal Group-Assets held for sale" in accordance with Ind AS-105 "Non-Current Assets held for Sale and Discontinued Operations'.
  • The Group in the past has undertaken Central and State Government/ Agencies projects in education / skill development sector. The dues from the concerned department / agency have not been realized mainly on account of delays and long processes. Keeping in mind that these balances have been outstanding for more than 3 years, as a matter of prudence, the Group has opted to write-off Rs. 14.5 crores of the Rs. 18.1 crores that was outstanding at the start of FY'21. In the opinion of the Management, it has made the necessary provision, wherever required and the remaining balances which are being carried forward into FY'22 are fully recoverable. The details of the amount recoverable are as under: -

Nature of Balance Total outstandingMarchon2021(Rs. in lacs) amount Amountas outstanding31, for more than (ECL)3 Years(Outof ExpectedCreditprovision on inamounttotal outstanding Amountsloss writeoffconsideredYeartheEndedMarch = 31,
outstanding) as on March 202131, 2021
(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)
VocationalTradeReceivables 357.59 35/59 23.44 1450.00
  1. During the financial year 2017-18, Career Launcher Education Infrastructure and Services Limited, a wholly owned subsidiary ("CLEIS" or "Wholly Owned SubsidiaryWVOS") entered into an agreement to sell its School Business vertical (K-12 Business) to B&S Strategy Services Private Limited (B&S) for a total consideration of Rs. 4,650.00 lacs comprising Rs. 600.00 lacs payable in cash and remaining Rs. 4,050.00 lacs by way of equity shares in B&S. Presently the shareholding in B&S, is 8,817 equity shares of Rs. 10 each, being 44.18% of total equity of B&S. Further, an overdue amount of Rs. 400.00 lacs are recoverable from B&S towards cash consideration as per the aforesaid agreement, with the amount now being considerably overdue despite repeated reminders to the B&S Management.

Further there were consistent delays on part of B&S Managementin providing required financial updates and other important business information.

The Group has taken legal advice and initiated legal proceedings before the Honourable Delhi High Court, to protect its interests, including recovery of Rs. 400.00 lacs of the cash consideration. A section 9 petition on the matter of CLEIS vs B&S was heard by Delhi High The court on June 22, 2020, with the Judge appointing a retired High Court judge as an arbitrator to hear the dispute. The case is currently at the evidence stage, with the last hearing scheduled on April 07, 2021.

    1. The Board of Directors of the Holding Company has approved the scheme of arrangement of amalgamation of its subsidiary companies into the Company ("the Scheme') in its meeting held on November 27, 2018. The scheme has been approved by the National Stock Exchange of India Limited ("the NSE") and BSE Limited ("the BSE"). During the previous year 2019-20, an application under regulation 37 of the SEBI (LODR) Regulations, 2015 was filed with the National Company Law Tribunal (NCLT), for the proposed amalgamation of Career Launcher Education Infrastructure and Services Limited, CL Media Private Limited, Accendere Knowledge Management Services Private Limited, G.K. Publications Private Limited and Kestone Integrated Marketing Services Private Limited ("'Amalgamating Company") with CL Educate Limited ("Amalgamated Company"). The Scheme will be effective upon approval from NCLT, which is pending as on date, predominantly on account of the COVID-19 pandemic. The appointed date as proposed date by the Company is April 1, 2019. The company has filed a petition in NCLT to expedite the process of merger. The next hearing is scheduled to be held on July 30, 2021.
  • There is a trade receivable due to Career Launcher Infrastructure Private Limited ("CLIP") from the Nalanda Foundation, who had licensed school infrastructure from CLIP in Indore and Raipur, but failed to meet its payment obligations. Due to a considerable delay by the Nalanda Foundation in meetings its obligations, despite repeated reminders, CLIP has initiated legal proceedings against them for recovery of dues and return of assets, with the Honourable Delhi High Court. The Honourable Delhi High Court has instructed Nalanda Foundation to return the

assets to CLIP and Appointed a retired High Court judge as arbitrator to hear the dispute. The next hearing on the matter is scheduled on July 3, 2021.

The nationwide lockdown due to spread of COVID-19 and other significant restrictions imposed on the movement had an impact on the sectors/ businesses that the Group operates. The Management had however, made necessary adjustments to its service and customer acquisition processes, moving to a largely Digital model, thereby minimizing the business impact of the pandemic.

During the current period, the Management has re-evaluated the likely impact of COVID-19 on its business operations, demand for its products/services, profitability, capital and financial resources, liquidity position, ability to service debt arrangements and financial and non-financial assets, etc. Based on the projected cash flows drawn for the current financial year, the Management has concluded that the company will have sufficient liquidity to continue its operations in an uninterrupted manner. Also, the Management is of the view that there is no material impact and is confident of recovering the carrying amount of all the assets. Any possibilities of delays in collection are covered by the Expected Credit Loss Model.

For the aforesaid evaluation, the Management has considered internal and external sources of information up to the date of approval of these financial results. The actual impact of the pandemic may, however, differ from that estimated as at date of approval of these financial results and the Management will continue to closely monitor any material changes to future economic conditions.

    1. The management of the company intends to sell its property at Faridabad, cost of which is Rs. 546.16 lacs and has received a definitive proposal from a buyer. The proposal presented by the Management Committee has been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on June 24, 2021. The sale is expected to be closed in the upcoming few months. The company has highlighted the same as "Assets Held for Sale'.
    1. Due to an increase in the digital nature of the business, the management of the company had sought approval from the Board of Directors for transferring the Test Prep Digital Business into a separate wholly-owned subsidiary — Career Launcher Pvt. Ltd. - in order to unlock the maximum potential of the Digital business. The Board of Directors have given its approval for execution of the slump sale and the same will next be sent for Shareholders' approval.
    1. Figure or the quarter ended March 2021 and 31 March 2020 are the balancing figures between audited figures for the financial year and reviewed year to date figure upto third quarter of the respective financial years.
    1. Figure for the previous period have been regrouped / reclassified wherever necessary to conform to the current period's classification.

For and on behalf of the Baard

4 A] / / = / ; ee ag t co! ~~ Gautam Puri

Place: New Delhi Vice Chairman and Managing Director

Date: 24 June 2021

Enclosure-B

$To$ Department of Corporate Services, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

$To$ Listing Department, National Stock Exchange of India Limited C-1, G-Block, Bandra-Kurla Complex Bandra, (E), Mumbai - 400 051

Scrip Code: 540403, Scrip Symbol: CLEDUCATE ISIN: INE201M01011

Sub: Declaration pursuant to Regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

Dear Ma'am/Sir(s),

Pursuant to the provisions of Regulation $33(3)(d)$ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, amended by SEBI Notification No. SEBI/LAD-NRO/GN/2016-17/001 dated May 25, 2016 & SEBI Circular No. CIR/CFD/CMD/56/2016 dated May 27, 2016, we hereby confirm that the Audit Reports issued by Walker Chandiok & Co LLP, Chartered Accountants (FRN: 001076N/N500013) on the Audited Financial Results (Standalone and Consolidated) for the financial year ended March 31, 2021, are with Unmodified opinion.

Kindly take the above on record.

Thanking You

For CL Educate Limited

Arjun Wadhwa Chief Financial Officer

Place: New Delhi Date: June 24, 2021

CL EDUCATE LIMITED

Registered Office: Plot No. 9A, Sector-27A, Mathura Road, Faridabad, Haryana-121003 Corporate Office: A-45, First Floor, Mohan Co-operative Industrial Estate, New Delhi-110044

www.cleducate.com [email protected] ◆+91-11-41281100/0800 ●+91-11-41281101 CIN: L74899HR1996PLC076897

Disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015, read with SEBI Circular No. CIR/CFD/CMD/4/2015, dated September 09, 2015, regarding the sale/transfer of Digital Business of CL_ Educate Limited (hereinafter "CL") to its Wholly Owned Subsidiary, Career Launcher Private Limited (hereinafter "CLPL");

CLPTT eadEmpowering Minds. Creating Opportunities.
Enclosure- C
Disclosure pursuant to Regulation 30 of the SEBIRegulations, 2015, read with SEBI Circular No. Obligations and Disclosure Requirements(ListingCIR/CFD/CMD/4/2015,dated September 09, 2015,
Owned Subsidiary, Career Launcher Private Limited (hereinafter "CLPL"); regarding the sale/transfer of Digital Business of CL_ Educate Limited (hereinafter "CL") to its Wholly
Sr.No. Disclosure Requirements Details/ reason for not providing. Information
a). incomerevenueandnetoror The amount and percentage of the turnover For Financial Year ending March 31, 2021, theworth Turnover from the Digital Business was about Rs.
contributed bylisted entity during the last financial year. such unit or division of the 45.53cr, which is about 45.56% of the StandaloneTurnover of CL Educate Limited.
b). Datebeen entered into. on which the agreement for sale has The Board of Directors of Company has approvedproposedmeetingtransactionheldontheatitsapprovalJune2021,subject24,theofthetoshareholders of the Company, by way of a specialresolution, including authority to officers to enterinto the Slump Sale Agreement to give effect to thetransaction which will be executed shortly.
c). completionexpectedThedateofsale/disposal. of Subjectregulatory,and _statutoryothertoexpectedapprovals,any,thebesaletoifiscompleted on or before September 30, 2021. (Thetimelines are indicative, and may change accordingto the prevailing Covid situation)
d). Considerationreceivedfromsale/disposal. such No Consideration received yet.Sale is subject toshareholdersapprovalandvaluationbetoaSlumpprovided bya Valuer on thedate of theSale. Consideration 1s proposed to be paid by wayof a mix of equity and debt.
e). the buyers belong to the promoter/ promoter whollygroup/groupcompanies.yes,Ifthereof. Brief details of buyers and whether any of The Buyer - Career Launcher Private Limited is aownedCLsubsidiarySellerofthe-details Educate Limited.
f). Whether thetransaction wouldfallwhether thetransactions?relatedpartyIf yes,the same is done at "arm's length". within Yes, the transaction is between related parties asWhollyHoldingbuyerandandsellerareOwned Subsidiary respectively. The transaction isproposedconsiderationcarriedbeoutfortoaBookWorthbasedNetonthedigitalofthebusiness and not at arm's length.
g). Rationale for slump sale. Rationale for proposed slump sale is as follows:1. Increased focused on thedigital business bysegregating under a separate entity;ii. Unlocking the value and maximizing wealth ofshareholders of CL Educate;
h). changeBriefdetailsofinpattern Gif any) of listed entity._—— shareholding There will be no change in the shareholding patternCLEducateLimitedconsequentofthistotransaction.

Pera CaCl) Oc) Mee MLE LUN IC COME CML Cue UU Corporate Office: A-45, First Floor, Mohan Co-operative Industrial Estate, New Delhi-110044

® www.cleducate.com aay PRU OLR @ +94-14-44281100/0800 +94-14-44281104 CIN: L74899HR1996PLC076897

Disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015, read with SEBI Circular No. CIR/CFD/CMD/4/2015, dated September 09, 2015, regarding an additional investment of up to Rs. 2 Crores in Equity Share Capital of Career Launcher Private Limited ('"CLPL'), a wholly owned subsidiary of the Company;

CLPTT eadEmpowering Minds. Creating Opportunities.
Enclosure- D
regarding pursuant to Regulation 30 of the SEBIDisclosure(ListingRegulations, 2015, read with SEBI Circular No.an additional investment of upto Rs. 2 Crores in EquityPrivate Limited ('"CLPL'), a wholly owned subsidiary of the Company; Obligations and Disclosure RequirementsCIR/CFD/CMD/4/2015,dated September 09, 2015,Share Capital of Career Launcher
S. Disclosure requirements providingreasonDetails/notfor
No.a) Name of the target entity, details in brief such as size, Careerturnover etc.; informationLauncherLimitedPrivate("CLPL").
AuthorizedCapital:ShareRs.2,51,00,0002,51,00,000/-dividedintoshares of Re 1/- each.Up(BeforePaidCapitalcurrenttheinvestment and resultant allotment):Rs.1,00,000/- divided into 1,00,000 shares ofRe 1/- each.CLPLMarchbeenincorporatedhason15, 2021, hence its Turnover etc.is notavailable as of now.
b) Whether the acquisition would fall within related party Ittransaction(s) and whether the promoter/ promoter group/ investment beinggroup companies have any interest in the entity beingacquired? If yes, nature of interest and details thereof andwhether the same 1s done at "arms length"; a Furtheracquisition.not anisItismadeon Rights Basis(of Upto 2 Cr) in the equity share capitalOwnedSubsidiaWhollyotitsfnyyCompany.Since CLPL is a wholly owned subsidiaryCompany,transactionofthethefallsThewithinrelatedpartytransaction.atransaction is undertaken at arm's length.
Cc) Industry to which the entity being acquired belongs; Educational Services
d) Objectsacquisition(includingandeffectsbutoflimited to, disclosure of reasons for acquisition of target of Up to 2 Cr is being made in the equityony as caiis outside the main line of businessY), not It is not an acquisition. Further investmentOwnedcapital of its WhollySubsidiaryCompany,on Rightsorder toBasis,inCompanyfundwiththean _initialcapitalization for it to start operations.
e) Brief details of any governmental or regulatory approvals Norequired for the acquisition; governmental or regulatoryapprovalis required for the acquisition.
f) Indicative time period for completion of the acquisition, Themadeinvestmentcurrentshallbewithin the next 30 days
Nature of consideration - whether cash consideration or Cash Consideration.

CL EDUCATE LIMITED

Pera CaCl) Oc) Mee MLE LUN IC COME CML Cue UU Corporate Office: A-45, First Floor, Mohan Co-operative Industrial Estate, New Delhi-110044

SACU CR PRU OLR @ +91-14-41281100/0800 & +91-11-44281404 CR ee eae

h) Cost of acquisition or the price at which the shares areacquired; At par value
$\overline{1}$ Percentage of shareholding / control acquired and / ornumber of shares acquired; CL is accepting the Rights Offer for2,00,00,000 (Two Crores) Equity Sharesof Re. 1/- each. CL shall continue toremain 100% holding Company of CLPLafter this investment.
j) Brief background about the entity acquired in terms ofproducts/line of business acquired, date of incorporation,history of last 3 years turnover, country in which theacquired entity has presence and any other significantinformation (in brief); Incorporated on March 15, 2021, CLPL isengaged in the business of conductingeducational and consultingprogramsrelating to various education and careeropportunities.

Alladhusa

CL EDUCATE LIMITED

Registered Office: Plot No. 9A, Sector-27A, Mathura Road, Faridabad, Haryana-121003 Corporate Office: A-45, First Floor, Mohan Co-operative Industrial Estate, New Delhi-110044

www.cleducate.com [email protected] ◆+91-11-41281100/0800 ●+91-11-41281101 CIN: L74899HR1996PLC076897