CL Educate Limited — Interim / Quarterly Report 2019

Nov 2, 2018

To Department ofCorporate Services, BSE Limited Phiroze Jeejeebhoy Towers, Dalai 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 ISINNo.:- 1NE201M01011

Dear Ma'an)/Sir(s),

Sub; Outcome of Board Meeting dated November 02.2018

In continuation to our letter dated October 26, 2018, please be informed that the Board of Directors ofthe Company at its meeting held today i.e. on Friday, November 02, 2018, inter alia, considered/approved/took on record the following:

• 1. Resignation of Mr. Gopal Jain, Non-Executive & Non-independent Director, from the Board of Directors ofthe Company and all its Committees on and with effect from November 02, 2018, owing to personal reasons. Mr. Gopal Jain has confirmed that there are noother material reasons, apart from his own personal reasons for his resigning as Non-Executive& Non-independent Director from the Board.
• 1. Appointment of Mr.Imran Jafar as an Additional Director (Non-Executive &Non-independent) on the Board of Directors ofthe Companywith effect from November 02, 2018, based on the recommendations ofthe Nomination, Remuneration and Compensation Committee. He shall hold office as an Additional Director (Non-Execulive &Non-independent) till the date ofthe ensuing Annual General Meeting ofthe Company, unless appointed thereat.

The Disclosure pursuant to Regulation 30(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/20I5 dated September 09, 2015 is given as Annexure 1.

1. Reconstitution of the Nomination, Remuneration and Compensation Committee (NRC Committee) of the Board by inducting Mr. Imran Jafar, Additional Director (Non-Executive & Non-Independent), on the NRC Committee as a Member thereof. With effect from November 02, 2018, the constitution of the NRC Committee ofthe Company will be as follows:

S.No.	Name ofthe Members	Designation onCommittee	Desigoation on Board
1.	Mr. Viraj Tyagi	Chairman	Non-Executive Independent Director
2.	PareshSurendraMr.Thakker	Member	Non-Executive Independent Director
3.	Mr. Imran Jafar	Member	Additional Director (Non-Executive &Non-independent)

• 1. The change inthe Coiporate / Head office address ofthe Company from "A-4I, Espire Building, Lower Ground Floor, Mohan Co-operative Industrial Area, Main Mathura Road, New Delhi - 110044" to "A-45, First Floor, Mohan Co-operative Industrial Estate, New Delhi - 110044", with effect from November 01,2018.
• 1. Take on record the order received from the Hon'ble Regional Director, Northern Region approving the shifting of the Registered Office of theCompany from 'TvICT of Delhi" to the "State of Haryana" dated October 26, 2018. TheCompany is in the process of filing relevant papers with the Hon'ble Registrar of Companies. NCT of Dgfti and Haryana, in order to give effect to the said order.

"3 A - 41, Lower Ground Floor, Espire Building, Mohan Co-operative Industrial Area, Tai 4.01.1 1 mn/nfino Fn> fiiini

• 1. The Unaudited Financial Results ofthe Company for the quarter and half year ended September 30, 2018 on Standalone as well as Consolidated basis, including the Statement ofAssets and Liabilities ason September 30. 2018 along with Limited Review Report ofthe Statutory Auditors thereon, based on the recommendations ofthe Audit Committee, along with a copy ofPress Release is given as Annexure 2.
• 1. The statement as on September 30, 2018, on the utilization ofIPO proceeds pursuant to Regulation 32(1) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, isgiven asAnnexure 3.
• 1. The matter with respect to the proposed Consolidation of the CL group Entities was discussed by the Board. The Board Members considered the options available for Consolidation of CL Group Entities provided by the Merger consultants, and deliberated upon the same.

Outcome: Additional recommendations and inputs from Board Members have come in and have been noted and the matter has been deferred to a subsequent Board Meeting.

The meeting ofthe Board of Directors commenced at 02:30 PM and concluded at

The information is also available on the websiteof theCompany ("www.cleducate.comt.

Kindly take the above on record.

Thanking You

For CL Arjun Wadhwa CFO

Place: KT Date: O'i

CL EDUCATE LIMITED

Registered Office / -.!?•_ A - 41, Lower Ground Floor, Espire Building, Mohan Co-operative Industrial Area, Kiaw r^oiki _ 1 inn^^ TaI nnn/nRnn Fa« 4-qi.ii.ji7 Rnni

CL t/vct-ft Empowenng Minds. C'eoiing OpporKjnttles.

Annexure 1

S.No.	Disclosure requirements	Details
1.	ReasonforChangeviz.appointment.J W«>I^JIULlUll4 lUlllUVUIf UvUllI ui VulknWitrt?	Mr.ImranJafarhasbeenappointedasanAdditionalDirector(Non-Executive&Nonindependent)on the Boardof theCompany.
2.	DateofAppointment/cessation^Terms ofappointment	ofAppointment is NovemberDate02,2018.HeofficeAdditionalDirectorshallholdasan(Non-Executive&Non-independent)upto the dateofofthenextAnnualGeneralMeetingtheCompany, unless appointed thereat.
3.	ofBrief Profile (in caseappointment)	Mr. ImranJafar03485628)aged43(DIN:years,isaatco-founderManagingPartnerGajaandwith over18years ofexperienceinCapitalprivateequity,pharmaceuticalsandtechnologyservices.isaGajaCapitalleadingIndianmid-marketprivateequityon highopportunities.firm focusedgrowthco-ledMr.ImranJafarhasinvestmentsintheeducation and consumer clusters. Mr.Imran Jafarholds an MBA fromIIMBangalore and a master'sdegree in software engineering from BITS-Piiani.
4.	Disclosure ofrelationshipsbetween Directors(in case of appointment ofa Director)	Jafaris not related to any Director ofMr. Imranthe Company.
3.	ofDeclarationnon-debarment from holdingthe office ofDirector pursuant to any SEBIorder	Mr. Imran Jafar has provided the declaration that heofis not debarred from holding the officeDirectorpursuanttoanySEBIorderoranysuchotherauthority.

CL EDUCATE LIMITED

Registered Office / i^oice; A • 41, Lower Ground Floor, Espire Building, Mohan Co-operative Industrial Area, Main Mathura Road. New Delhi - 110044, Tel +91-11-4128 1100/0800 Fox +91-11-412 81101

Limited Review Report on the Unaudited Standalone Financial Results for the quarter ended September 30, 2018 pursuant to the Regulation 33 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015

To the Board of Directors

CL Educate Limited

• 1. We have reviewed the accompanying Statement of Unaudited Standalone Financial Results of CL Educate Limited ('the Company') for the quarter ended September 30, 2018 ("the Statement"), being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Circular No. CIR/CFD/FAC/ 62/2016 dated July 5, 2016.
• 1. This Statement which is the responsibility of the Company's Management and approved by the Board of Directors, has been prepared in accordance with recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" as prescribed under Section 133 of Companies Act, 2013 ("the Act") read with relevant rules issued there under and other accounting principles generally accepted in India. Our responsibility is to issue a report on the Statement based on our review.
• 1. We conducted our review in accordance with the Standard on Review Engagement (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of the Company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
• 1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with aforesaid accounting standard and other recognised accounting practices and policies have not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Harlbhaktl ft Co. LLP, Chartered Accountants Aegn. No. AAC- 3766, a limited liability partnership registered In India (converted on 17th June, 2014 from Jlrm Harlbhaktl 6 Co. FRN: 10J523W) 3rd Floor, SZ-BOkhla Industrial Area, Phase III, Nev^ Delhi • 110 020, India. Tel:«91 It 4711 9999 Faz;«9l 11 4711 9998

HARIBHAKTI & CO. LLP

Chartered Accountants

1. We draw attention to Note 6 of the Statements wherein the Management has explained the reasons for considering certain old vocational outstanding receivables as recoverable. Our opinion is not modified in respect of this matter.

For Haribhakti & Co. LLP Chartered Accountants ICAI Firm Registration No.103523W/W100048

Raj Kumar Agarwal Partner Membership No.: 074715

Place: New Delhi Date: November 2, 2018

CL Educate Limited CIN No:- L74899DL1996PLC0784«1 Registered Office: A-41, Espire Building, Lower Ground FioOr, Mohan Cooperative Industrial Area, Main Mathura Road, Delhi 110044

STATEMENT OF STANDALONE ASSETS AND LIABILITES ASAT SEPTEMBER 30, 2018

			(Rs, in iacs, except per share data]
	Partkulars	September 30, 2018	March 31, 2018
		Unaudited	Audited
A	ASSETS
1	Non-current assets	1
	Property, plant and equiprrent	1	3,803.30
		3,722.27	108.78
	Investment propertyGoodwill	107.74212,38	212.38
	Other intangible assets	1,979.89	1,984.33
	Intangibles under development	201.45	117.74
	Investment in subsidiaries and associates	19,430.591	19,429.86
	Financial assets	1
	{i) Investments	3,581.36	-
	(ii) Loans	233.69	217,22
	(iil) Other financial assets	11,132.37	1,474.15
	Deferred tax assets (net)	515.38'	485.24
	Non-current tax assets	1,016.88	1,034.18
	Other non-current assets	217.07	54.42
		1
	Total non-current assets	32,351.07	28,921.60
2	Current assets
	Inventories	465.31	462,91
	Financial assets
	(i) Trade receivables	5,248.08	5,942.98
	(ii) Cash and cash equivalents	416.09	1,158.92
	(iii) Bank balances other than (fi) above	362.78	2,615,82
	(iv) Loans	4,459.40	4,327.98
	(iii) Other financial assets	525,03	867.22
	Other current assets	2,031.59	1,373.35
	Total Current Assets	13,508.28	16,749.18
	Assets classified as held for sale
	TOTAL ASSETS	45,859.35	45,670.78
B	EQUITY a LIABILITIES
1	Equity
	Equity share capital	1,416.57	1,416.57
	Other equity	33,599.25	32,971.60
	Total Equity"	35,015.821	34,388.17
2	Non-current liabilities
	Financial liabilities
	(i) Borrowings	393.64i	490.09
	Provisions	272.73	272.46
	Other non-current liabilities	438.78	246.93
	Total Non Current LfabilftiesCurrent liabilities	1,105.15	1,009.48
3	Financial liabilities
	(i) Borrowings	3,105.84	3,148.91
	(ii) Trade payabies	3,313,60	3,920.53
	(Iii) Other financial liabilities	1,255,181	1,460.67
	Other current liabilities	;1,460.90	1,299.21
	Provisions	!16.22	16,22
	Current tax liabilities (net)	586,64	427.59
	Total Current Liabilities	9,738.38	10,273.13
		45,859^ 1
	rzrrSSsvTOTAL UABILTTES		C .45,670.78 'I

CL Educate LimitedCIN No:- L74899DL1996PLC078481 Registered Office: A-41, Espire Building, Lower Ground Floor, Mahan Cooperative Industrial Area,Main Mathura Road, Delhi 110044

UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2018

			For the quarter ended				(Rs.in lacs, except per share data)
	Particulars	Unaudited	Unaudited	Unaudited	Unaudited	For the half year ended	Year ended
		September 30, 2018	June 30, 2018	September 30, 2017	September 30, 2018	Unaudited	Audited
						September 30, 2017	March 31, 2018
	Income
т	(a) Revenue From operations	4,996.44	5, 142.30	4,036.16	10,138.74
и	(b) Other Income	409.12	423.73	444.93	832.85	8,425.38	15,521.39
Ш	Total income (I+II)	5,405.56	5,566.03	4,481.09	10,971.59	766.90	1,344.24
IV	Expenses					9,192.28	16,865.63
	(a) Purchases of Stock-in-Trade	339.93	301.36	423.28	641.29
	(b) Changes in inventories of Stock-in-Trade	13.78	(16.19)	(4.17)		669.37	1,091.87
	(c) Employee benefits expense	788.56	792.06	834.80	(2.41)	68.51	10.38
	(d) Finance costs	105.94	105.86	47.25	1,580.62	1,557.44	3,213.37
	(e) Depreciation and amortization expense	207.09	191.44		211.80	150.53	340.10
	(f) Franchisee expenses	1,657.22	1,851.33	169.43	398.53	331.75	690.13
	(g) Other expenses	1,796.34	1,822.38	1,573.69	3,508.55	3,236.49	5,877.89
	Total expenses (IV)	4,908.86		1,373.09	3,618.72	2,741.72	5,778.14
v	Profit before exceptional items and tax (III-IV)	496.70	5,048.24	4,417.37	9,957.10	8,755.81	17,001.88
			517.79	63.72	1,014.49	436.47	(136.25)
VI	Exceptional items		٠
VII	Profit before tax (V-VI)	496.70	517.79	63.72	1,014.49
VIII	Tax expense:					436.47	(136.25)
	(a) Current tax	105.43	144.05	(126.95)	249.48
	(b) Deferred tax	1.56	(34.68)	148.10	(33.12)	99.44
IX	Profit from continuing operations for theperiod (VII-VIII)	389.71	408.42	42.57	798.13	44.00293.03	62.34(198.59)
x	Other Comprehensive Income
	(1) Items that will not be reclassified to profit orloss	3.00	5.61		8.61	3.40	20.40
	(ii) income tax relating to items that will not be	(1.04)		1.57
	reclassified to profit or loss		(1.94)		(2.98)	(1.18)	(7.06)
XI	Total Comprehensive Income for the period	391.67	412.09	(0.55)
	(Comprising Profit and Other comprehensiveIncome for the period ) (IX+X)			43.59	803.76	295.25	(185.25)
XII	Paid-up Equity Share Capital (face value of Rs. 10each)	1,416.57	1,416.57	1,416.33	1,416.57	1,416.33	1,416.57
XIII	Earnings per equity share (for continuingoperation), excluding Other ComprehensiveIncome
	(a) Basic	2,75	2.88
	(b) Diluted	2.75	2.88	0.30	5.63	2.07	(1, 40)
	XIV Earnings per equity share (Total) includingOther Comprehensive Income			0.30	5.63	2.07	(1.40)
	(a) Basic	2.76	2.91	0.31
	(b) Diluted	2.76	2.91	0.31	5.675.67	2.082.08	(1.31)(1.30)

Nuhlle

CL Educate Limited CIN No: - L74899DL1996PLC078481

Registered Office: A-41, Espire Building, Lower Ground Floor, Mohan Cooperative Industrial Area, Main Mathura Road, Delhi 110044

UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE HALF YEAR ENDED SEPTEMBER 30, 2018STANDALONE SEGMENT REVENUE, RESULTS, ASSETS AND LIABITIES

Segment Wise Performance	For the quarter ended			For the Half year ended	For the year ended
	Unaudited	Unaudited	Unaudited	Unaudited	Unaudited	Audited
	September 30, 2018	June 30, 2018	September 30, 2017	September 30, 2018	September 30, 2017	March 31, 2018
Segment Revenue
Consumer Test PrepVocational	4,996.44	5, 142.30	4,036.16	10,138.74	8,425.38	15,521.39
Total Segment Revenue from Operations (Gross)	4,996.44	5, 142.30	4,036.16	10,138.74	8,425.38	15,521.39
Segment Results
Consumer Test Prep	837.45	882.37	145.90	1,719.82	969.05	1,882.07
Vocational	(282.84)	(134.75)	(6.34)	(417.59)	(172.46)	(739.90)
Total Segment Results	554.61	747.62	139.56	1,302.23	796.59	1,142.17
Add: Other Income	409.12	423.73	444.30	832.85	766.90	1,344.24
Less:- Finance Cost	105.94	105.86	47.25	211.80	150.53	340.10
Less:- Unallocated expenses	361.09	547.70	472.89	908.79	976.49	2,282.56
Profit/(Loss) before tax	496.70	517.79	63.72	1,014.49	436.47	(136.25)
Less: Tax Expenses	106.99	109,37	21.15	216.36	143.44	62.34
Net Profit / (Loss) for the period	389.71	408.42	42.57	798.13	293.03	(198.59)
Other Comprehensive Income	1.96	3.67	1.02	5.63	2.22	13.34
Total Comprehensive Income	391.67	412.09	43.59	803.76	295.25	(185.25)
Segment Assets
Consumer Test Prep	8,604.41	9.050.33	8,675.72	8.604.41	8,675.72	9.092.41
Vocational	3,391.18	3,536.43	4,375.89	3,391.18	4,375.89	3,737.39
Unallocated	33,863.76	34,469.31	34,279.43	33,863.76	34, 279.43	32,840.98
Total	45,859.35	47,056.07	47,331.04	45,859.35	47,331.04	45,670.78
Segment Liabilities
Consumer Test Prep	3,224.65	4.998.79	4.089.40	3.224.65	4,089.40	3,874.48
Vocational	2,045.65	2.010.33	614.60	2,045.65	614.60	2,037.73
Unallocated	5.573.23	5,245.82	7,517.81	5,573.23	7,517.81	5,370.40
Total	10,843.53	12,254.94	12,221.81	10,843.53	12,221.81	11,282.61

Nehelto

CL Educate Limited CIN No:- L74899DL1996PLC078481 Registered Office: A-41, Espire Building, Lower Ground Floor, Mohan Cooperative Industrial Area, Main Mathura Road, Delhi 110044

Notes to the Unaudited Standalone Financial Results ("financial results") for the quarter ended September 30,2018

• 1. The above financial results have been reviewed and recommended by the Audit Committee and approved by the Board at its meeting held on November 2, 2018.
• 1. The financial results for the quarter ended September 30, 2018 have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices & policies, to the extent applicable.
• 1. During the year ended March 31, 2017, pursuant to Initial Public Offering ("IPO"), 2,180,119 equity shares of Rs. 10 each were allotted to public at a premium of Rs. 492 per share along with offer for sale of 2,579,881 equity shares by the selling shareholders. The shares were listed at BSE and NSE on March 31, 2017. Details of the utilisation of net IPO proceeds till September 30, 2018 is as under;

Objects	asAmountperprospectus(Rs. in lacs)	Utilised tillSeptember30, 2018(Rs. in lacs)
RepaymentofloantakenbyCareerLauncherstepInfrastructurePrivateLimited(adownsubsidiary) from HDFC Limited	1,860.40	1,860.40
theofMeetingrequirementsworkingcapitalCLandEducateitssubsidiariesnamelyKestoneIntegratedMarketing ServicesPrivateLimitedandGK Publications Private Limited	5,250.00	5250.00
Funding acquisitions and otherstrategic initiatives	2,000.00	1,835.11
General corporatepurposes	fl,010.25	1,010.25
Total	10,120.651	9,955.76

* Post finalization of IPO expenses

The details of utilisation against the IPO proceeds for Funding acquisition and otherstrategic initiatives is as below: ,

Utilisation of		Acquisition Proceeds
----------------	--	----------------------	--

NameofCompanies	Rs. in Lakh
Accendere Knowledge ManagementServices Private Limited	661.50
ICE Gate Educational Institute Private Limited	623.61
Indiacan Education Private Limited1	150.00
ThreeOneDegreeConsultingPrivate(36iMindsLimitedSixtyDM)	400.00
Total	1835.11

• 1. In accordance with Ind AS -108 "Operating Segments" and based on "Management Evaluation", the Chief Operating Decision Maker evaluates the Company's performance and allocates resources based on an analysis of various performance indicators by business segments. Accordingly, information has been presented along these business segments. The accounting principles used in preparing financial statements are consistently applied to record revenue & expenditure in individual segments. The reportable segments comprising of "Consumer Test Prep" and "Others", which comprises primarily scaled down vocational training businesses.
• 1. The basic and diluted earnings per share have been calculated in accordance with the Ind AS-33 "Earnings Per Share".
• 1. The company has in the past undertaken various Central and State Government / Agencies, projects in the education / skill development sector. Most of these projects are complete, however the dues from the concerned department / agency has not been realized mainly on account of delays and long process. The details of such vocational trade receivables which are outstanding for a considerable period of time are given below. In the opinion of the management it has made the necessary provision/ taken write off, wherever required and net balances, are fully recoverable. The details are as under.

Nature ofbalance	Total AmountoutstandingasonSeptember30,2018(Rs. in lacs)	Amountoutstandingthanformore3 years(Out of totaloutstanding)(Rs. in lacs)	Expected Credit Loss(ECL)/ Provision inbooks ofaccounts ontheamountoutstandingasonSeptember30, 2018(Rs. in lacs)
Vocational TradeReceivables	4,106.44	1,340.18	1040.31

• 1. The Board at its meeting held on August 7, 2018 had approved an interim dividend of Re. 1 per equity share and same has been paid by the company.
• 1. Figures for the previous period have been regrouped/ reclassified w/herever necessary to conform to the current period's classification.

1..,

By the order of the Board

Business

Place; New Delhi Date; November 2, 2018

Nllthrl Mahajan \ Executive Director and Group CEO^t

Limited Review Report on the Unaudited Consolidated Financial Results for the quarter ended September 30, 2018 pursuant to the Regulation 33 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015

To The Board of Directors CL Educate Limited

• 1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of CL Educate Limited ('the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group') and its associates for the quarter ended September 30, 2018 {"the Statement"), being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016.
• 1. This Statement which is the responsibility of the Holding Company's Management and approved by the Board of Directors, has been prepared in accordance with recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" as prescribed under Section 133 of Companies Act, 2013 ("the Act") read with relevant rules issued there under and other accounting principles generally accepted in India. Our responsibility is to issue a report on the Statement based on our review.
• 1. We conducted our review in accordance with the Standard on Review Engagement (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of Holding Company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
• 1. We believe that the review procedures performed by us and the information and explanation provided by the Management as referred to In paragraph 7, Is sufficient and appropriate to provide a basis for our reporting on the Statement.
• 1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with aforesaid accounting standard and other recognised accounting practices and policies have not disclosed the information required to be disclosed In terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016, including the manner in which it is to be disclosed, or that it contains any material misstatement.
• 1. We draw attention to Note 7 of the Statements wherein the Management has explained the reasons for considering certain old vocational outstanding receivables as recoverable. Our opinion is not modified in respect of this matter.

tl 6 Co.LLP, Chartered AccountanuAefn. No. AAC- 3768. a Itmlced liability partnership registeredin India (converted on 17thJune, 2014 Haribhakti a Co. FRN: 103523W) 3rd Floor, 32-B Okhla indunrlalArea, Phase III, New Delhi • 110 020, India. Tel:«91 11 4711 9999Fax:>9l 11 4711 999S Registered office: 70S. Leela Business Park. Andherl-Kurta Road. Andheri (El. Mumbal - 400 059. India.

HARIBHAKTI & CO. LLP

chartered Accountants

1. We did not review the financial results of 4 subsidiaries included in the Statement, whose financial results reflects Total Assets of Rs 1415.36 Lacs, Total revenue of Rs. 645.80 lacs and total profit after tax of Rs. 66.59 Lacs for the quarter ended September 30, 2018, as considered in the Statement. The Statement also includes Group's share of profit after tax of Rs. 7.49 Lacs for the quarter ended September 30, 2018, as considered in the Statement, in respect of 2 associates, whose financial results have not been reviewed by us. These financial results are not reviewed by their auditors and have been furnished to us by the Management and our reporting on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and associates, is based solely on such un-reviewed financial results. According to the information and explanations given to us by the Management, these financial results are not material to the Group including its associates.

Our report is not modified in respect of this matter.

For Haribhakti 6 Co. LLP Chartered Accountants ICAI Firm Registration No.103523W/W100048

Raj Kumarfligarwal Partner Membership No.: 074715

Place: New Delhi Date: November 2, 2018

CL Educate LimitedCIN No:- L74899DL1996PLC078481Registered Office: A-41, Espire Building, Lower Ground Floor, Mohan Cooperative Industrial Area,Main Mathura Road, Delhi 110044

STATEMENT OF CONSOLIDATED ASSETS AND LIABILITES AS AT SEPTEMBER 30, 2018

				(Rs. In Lacs)
	Particulars		September 30, 2018	March 31, 2018
			Unaudited	Audited
А	ASSETS
$\mathbf{1}$	ASSETS
	Non-current assets
	Property, plant and equipment		4,621.68	4,719.76
	Capital work-in-progress		31.56	63.13
	Investment property		107.74	108.78
	Goodwill		3,345.05	3,345.05
	Other intangible assets		2,062.44	2,058.64
	Intangible assets under development		234.46	135.24
	Investments in associates accounted using equity method		5,200.00	5,053.00
	Financial assets		3,581.36
	(i) Investments(ii) Loans		290.24	282,83
	(iii) Other financial assets		1,132.37	1,474.15
	Deferred tax assets (net)		1,272.85	1,565.28
	Non current tax assets (net)		2,334.39	2,354.56
	Other non-current assets		364.23	145.52
		Total non-current assets	24,578.37	21,305.94
$\overline{2}$	Current assetsInventories		880.74	799.67
	Financial assets
	(i) Trade receivables		11,351.63	11,484.66
	(ii) Cash and cash equivalents		802.50	1,365.90
	(iii) Bank balances other than cash and cash equivalents		1,384.87	3,057,75
	(iv) Loans		2,040.88	2,009.44
	(v) Other financial assets		3,745.10	1,813.10
	Other current assets		3,869.40	2,599.06
		Total Current Assets	24,075.12	23,129.58
	Assets classified as held for sale		2,922.94	2,923.24
	TOTAL ASSETS		51,576.43	47,358.76
в	EQUITY & LIABILITIES
1.	Equity
	Equity share capital		1,416.57	1,416.57
	Other equity	Total Equity	31,652.3933,068.96	30,922.6132,339.18
$\mathbf{2}$	Non controlling interest		28.31	12.40
$\mathbf{3}$	Non-current liabilitiesFinancial liabilities
	(i) Borrowings		408.51	521.32
	Provisions		469.30	442.33
	Deferred tax liabilities (net)×		73.07	72.34
	Other non-current liabilities		578.74	316.65
		Total Non Current Liabilities	1,529.62	1.352.64
4	Current liabilities
	Financial liabilities
	(i) Borrowings		4,741.66	4,236.79
	(ii) Trade payables		5,562.81	4,641.85
	(iii) Other financial liabilities		2,094.51	1,792.07
	Other current liabilities		3,665.91	2,305.22
	Provisions		27.25	33.34645.27
	Current tax liabilities (net)		857.40
		Total Current Liabilities	16,949.54	13,654.54
	Liabilities associated with assets held for sale		$\overline{\phantom{a}}$	$\overline{\phantom{a}}$
	TOTAL LIABILITES		51,576.43	47,358.76

Nulil Maharenca

CL Educate LimitedCN No:- L74899DL1996PLC078481Registered Office: A-41, Espire Building, Lower Ground Floor, Mohan Cooperative Industrial Area,Main Mathura Road, Delhi 110044

UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR HALF YEAR ENDED SEPTEMBER 30, 2018

							(Rs.in lacs, except per share data)
Particulars			For the quarter ended		For half year ended		Year ended
		September 30,2018	June 30, 2018	September 30,2017	September 30,2018	September 30,2017	March 31, 2018
		Unaudited	Unaudited	Unaudited	Unaudited	Unaudited	Audited
	Income(a) Revenue From operations
n	(b) Other income	10,187.75239.31	8,713.82368.57	7,154.57569.50	18,901.57607.88	14,453.52810.64	28,888.971,291.23
Ħ	Total income (I+II)	10,427.06	9,082.39	7,724.07	19,509.45	15,264.16	30,180.20
IV	Expenses
	(a) Cost of material consumed	392.12	279.60	165.79	671.72	525.26	1,286.76
	(b) Purchases of Stock-in-Trade	25.78	4.37	36.36	30.15	145.50	104.22
	(c) Changes in inventories of finished goods, Stock-in -Trade and work-in-progress	5.42	(65.51)	96.60	(60.09)	41.12	13.49
	(d) Employee benefits expense	1,548.68	1,607.72	1,663.12	3,156.40	3,079.47	6,109.56
	(e) Finance costs	193.16	109.90	102.81	303.06	274.01	642.98
	(f) Depreciation and amortization expense	242.00	225.54	212.37	467.54	415.97	846.53
	(g) Franchisee expenses	2,052.05	1,851.33	1,573.69	3,903.38	3,236.49	6,121.53
	(h) Other expenses	5,034.56	4,372.51	3,238.91	9,407.07	6,539.96	14, 271.32
	Total expenses	9,493.77	8,385.46	7,089.65	17,879.23	14, 257.78	29,396.39
v	Profit before exceptional items and tax (III-IV)	933.29	696.93	634.42	1,630.22	1,006.38	783.81
VI	Exceptional items			a.
VII	Profit before tax (V-VI)	933.29	696.93	634.42	1,630.22	1,006.38	783.81
	Share of profit of equity accounted investees	7.43	(8.96)	(1.20)	(1.53)	(1.20)	6.80
VIII	Profit before tax	940.72	687.97	633.22	1,628.69	1,005.18	790.61
	Tax expense:(a) Current tax	306.56
	(b) Current tax expense relating to prior years		251.26	18.4010.23	557.82	308.23	475.35
	(c) Deferred tax	(28.99)	(22.59)	138.75		10.23	24.90
IX	Profit from continuing operations for the period (VII-VIII)	663.15	459.30	465.84	(51.58)1,122.45	(5.54)692.26	(34.00)324.36
X	Profit from discontinued operations	124.03	24.47	(19.47)	148.50	93.79	249.58
XI	Tax expenses of discontinued operations	16.33		(11.27)	16.33	9.99
XII	Profit from Discontinued operations (after tax) (X-XI)	107.70	24.47	(8.20)	132.17	83.80	249.58
XIII	Net Profit for the period (IX+XII)	770.85	483.77	457.64	1,254.62	776.06	573.94
XIV	Profit from continuing operations for the period attributable to
	(a) Owners of the Company	650.84	455.76	465.84	1,106.60	692.26	319.82
	(b) Non-controlling Interest	12.31	3.55	$\overline{\phantom{a}}$	15.86		4.54
XV	Profit from discontinued operations for the period attributable to
	(a) Owners of the Company	107.70	24.47	$-8,20$	132.17	83.80	249.58
	(b) Non-controlling interest		٠
XVI	Other Comprehensive Income
	(i) Items that will not be reclassified to profit or lossA	10.01	6.66	7.84	16.67	14.92	40.37
	(ii) Income tax relating to items that will not be reclassified to profit orloss	(2.97)	(2.23)	(2.68)	(5.20)	(5.09)	(13.14)
	(i) Items that will be reclassified to profit or lossв.	3.73	3.12	22.49	6.85	4.55	(12.79)
	(ii) Income tax relating to items that will be reclassified to profit or loss	(1.04)	(0.87)	(7.79)	(1.91)	(1.58)	4.27
XVII	Total Comprehensive Income for the period (Comprising Profit andOther comprehensive income for the period ) (XIII+XVI)	780.58	490.45	477.50	1,271.03	788.86	592.65
	XVIII Paid-up Equity Share Capital (face value of Rs. 10 each)	1,416.57	1,416.57	1,416.33	1,416.57	1,416.33	1,416.57
XIX	Earnings per equity share (for continuing operation), excludingOther Comprehensive Income
	(a) Basic	4.68	3.24	3.29	7.92	4.89	2.29
	(b) Diluted	4.68	3.24	3.29	7.92	4.89	2.28
ХX	Earnings per equity share (for discontinued operation):
	(a) Basic	0.76	0.17	(0.06)	0.93	0.59	1.76
	(b) Diluted	0.76	0.17	(0.06)	0.93	0.59	1.76
XXI	Earnings per equity share (Total) including Other ComprehensiveIncome
	(a) Basic	5.51	3.46	3.37	8.97	5.57	4.18
	(b) Diluted	5.51	3.46	3.37	8.97	5.57	4.17

Nichel Notis

CL Educate Limited CIN No:- L74899DL1996PLC078481 Registered Office: A-41, Espire Building, Lower Ground Floor, Mohan Cooperative Industrial Area, Main Mathura Road, Delhi 110044

Notes to the Unaudited Consolidated Financial Results ("financial results") for the quarter ended September 30, 2018

• 1. The above financial results have been reviewed and recommended by the Audit Committee and approved by the Board at it's meeting held on November 2,2018.
• 1. The financial results for the quarter ended September 30, 2018 have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under section 133 of the Companies Act, 2013 and other recognized accounting practices and policies, to the extent applicable.
• 1. During the year ended March 31, 2017, pursuant to Initial Public Offering ("IPO"), 2,180,119 equity shares of Rs. 10 each Vi^ere allotted to public at a premium of Rs.492 per share along with offer for sale of 2,579,881 equity shares by the selling shareholders. The shares were listed at BSE and NSEon March 31, 2017. Details of the utilisation of net IPO proceeds till September 30, 2018 is as under:

Objects	Amountasperprospectus(Rs. in lacs)	Utilised tillSeptember30,2018(Rs. in lacs)
ofRepaymenttakenCareerloanbyLauncherstepdownInfrastructurePrivateLimited(asubsidiary) from HDFC Limited	1,860.40	1,860.40
theofMeetingrequirementsworkingcapitalCLEducateandsubsidiariesnamelyKestoneitsIntegratedMarketing ServicesPrivateLimitedandGK Publications Private Limited	5,250.00	5250.00
Funding acquisitions and otherstrategic initiatives	; 2,000.001	1,835.11
General corporatepurposes	*1,010.251	1,010.25
Total	10,120.65	9,955.76

* Post finallzation of IPOexpenses

The details of utilisation against the IPO proceeds for Funding acquisition and other strategic initiatives is as below :

• f

Utilisation of Acquisition Proceeds

Nameof Companies	Rs. in Lakh
Accendere Knowledge ManagementServices Private Limitec	661.50
ICE Gate Educational Institute Private Limited	623.61
Indiacan Education Private Limited	150.00
Three Sixty One Degree Minds Consulting Private Limited (361 DM)	400.00
Total	1835.11

• 1. In accordance with the Ind AS-108 "Operating Segments" and based on "Management Evaluation", the Chief Operating Decision Maker evaluates the Company's performance and allocates resources based on an analysis of various performance indicators by business segments. Accordingly, information has been presented along these business segments. The accounting principles used in preparing financial statements are consistently applied to record revenue & expenditure in individual segments. The reportable segments represent (i) Consumer business comprising of Consumer Test Prep & Consumer Publishing (ii) Enterprise business comprising of Enterprise Corporate & Enterprise Institutional and (iii) Others which comprises primarily the discontinued K-12 and scaled down vocational training businesses.
• 1. The basic and diluted earnings per share have been calculated in accordance with the Ind AS-33 "Earnings Per Share",
• 1. (a) In March 2017, the Group had entered into a Business Transfer Agreement with l-Take Care Private Limited for sale of its K-12 infrastructure services business carried on by its step down subsidiary Career Launcher Infrastructure Private Limited on slump sale basis. The proposed sale of business is consistent with group's long term strategy to discontinue the K-12 business. The operations of K-12 business, is being disclosed as discontinued operations.

(b) Pursuant to the Business Transfer Agreement dated March 18, 2017 and its amendment dated July 18, 2017 with B&S Strategy Service Private Limited (B&S), effective July 01, 2017, the business of running and operating pre-schools and providing school management services carried on by the Company's subsidiary Career Launcher Education Infrastructure & Services Limited was sold on slump sale basis for a total consideration of Rs. 4650.00 lacs of which Rs. 200.00 lacs was paid in cash, Rs. 4050.00 lacs by way of share swap and balance Rs. 400.00 lacs was to be received as cash by March 31, 2018 which is receivable as of date.

1. The company has in the past undertaken various Central and State Government / Agencies, projects in the education / skill development sector. Most of these projects are complete, however the dues from the concerned department / agency has not been realized mainly on account of delays and long process. The details of such vocational trade receivables which are outstanding for a considerable period of time are given below. In the opinion of the management it has made the necessary provision/ taken write off, wherever required and net balances, are fully recoverable. The details are as under.

Nature ofbalance	Total AmountoutstandingasonSeptember30,2018(Rs. in lacs)	outstandingAmountthanformore3 years(Out of totaloutstanding)(Rs. in lacs)	Expected Credit Loss(ECL)/Provision inbooks ofaccountsontheamountoutstandingasonSeptember30, 2018
			(Rs. in lacs)
Vocational TradeReceivables	4,106.44	1,340.18	1040.31

• 1. The Board at its meeting held on August 7, 2018 had approved an interim dividend of Re. 1 per equity share and same has been paid by company.
• 1. Figures for the previous period have been regrouped/ reclassified wherever necessary to conform to the current period's classification.

By the order of the Board

Nikhit Mahajan \o Executive Director and Group Business

Place: New Delhi Date: November 2. 2018

		CL Educate Limited
		CIN No:- L74899DL1996PLC078481
	Registered Office: A-41, Espire Building, Lower Ground Floor, Mohan Cooperative Industrial Area,	Main Mathura Road, Delhi 110044
	UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE HALF YEAR ENDED SEPTEMBER 30, 2018
			CONSOLIDATED SEGMENT REVENUE, RESULT, ASSETS AND LIABILITIES
						(Rs. In lacs)
Particulars		For the quarter ended		For the half year ended		Year ended
	Unaudited	Unaudited	Unaudited	Unaudited	Unaudited	Audited
	September 30, 2018	June 30, 2018	September 30, 2017	September 30, 2018	September 30, 2017	March 31, 2018
Segment Revenue
Consumer Test Prep	5,307.41	5,356.75	4,036.16	10,664.16	8,425.38	15,826.82
Consumer Publishing	1,277.12	1,034.42	1,406.21	2,311.54	1,965.92	4,382.47
Enterprise Corporate	3,829.71	2,896.35	2,333,36	6,726.06	4,749.03	10,196.43
Enterprise Institutional	826.16	296.93	529.49	1,123.09	675.43	1,767.13
Others	8.01	5.33	63.72	13.34	123.72	13.09
Inter-segment	(1,060.66)	(875.96)	(1, 214, 36)	(1, 936.62)	(1,485,95)	(3, 296.97)
Total	10,187.75	8,713.82	7,154.58	18,901.57	14, 453.53	28,888.97
Segment Result - Continuing
Consumer Test Prep	862.63	889.29	159.60	1,751.92	969.05	1,862.15
Consumer Publishing	280.38	226.24	246.11	506.62	250.54	686.68
Enterprise Corporate	171.46	64.90	120.63	236.36	200.75	331.41
Enterprise Institutional	188.96	14.77	117.08	203.73	113.04	229.94
Others	(309.95)	(155.07)	(129.76)	(465.02)	(241.14)	(1, 112.95)
Inter-segment	102.77	(22.69)	(14.61)	80.08	150.38	301.61
Total Continuing	1,296.25	1,017.44	499.05	2,313.69	1,442.62	2,298.84
Less: Unallocated expenses	409.11	579.18	375.52	988.29	966.21	2163.28
Operating profit	887.14	438.26	123.53	1,325.40	476.41	135.56
		359.61		606.35	809.69
Add: Other IncomeLess: Finance cost	246.74193.16	109.90	619.42102.81	303.06	274.01	1,298.03642.98
Profit before tax	940.72	687.97	640.14	1,628.69	1,012.09	790.61
Income taxes	277.57	228.67	174.30	506.24	319.84	466.25
Net profit from continuing operations	663.15	459.30	465.84	1,122.45	692.25	324.36
Profit/(Loss) from Discontinued operations (Net of taxes)	107.70	24.47	(8.20)	132.17	83.80	249.58
Net profit including Discontinued operations	770.85	483.77	457.64	1,254.62	776.05	573.94
Other Comprehensive Income	9.73	6.68	19.86	16.41	12.81	18.71
Total Comprehensive Income	780.58	490.45	477.50	1,271.03	788.86	592.65
Segment Assets
Consumer Test Prep	9,904.10	10,329.54	9,859.61	9,904.10	9,859.61	9,382.20
Consumer Publishing	9,425.69	9,476.15	7,814.12	9,425.69	7,814.12	8,914.33
Enterprise Corporate	10,493.62	8,471.78	6,029.60	10,493.62	6,029.60	7,513.46
Enterprise Institutional	3,138.87	2,901.28	777.13	3,138.87	777.13	2.831.77
Others	11,026.19	11,104.70	10,622.41	11,026.19	10,622.41	12,270.55
Unallocated	11,819.62	11,894.08	17,531.84	11,819.62	17,531.84	10,909.34
Inter-segment	(7, 154.58)	(7, 799.51)	(6, 715, 46)	(7, 154.58)	(6, 715, 46)	(7, 386, 13)
Assets held for sale	2,922.92	2,923.29		2,922.92		2,923.24
Total	51,576.43	49,301.31	45,919.25	51,576.43	45,919.25	47,358.76
Segment Liabilities
Consumer Test Prep	3,851.26	5,630.44	5,301.64	3,851.26	5,301.64	4,433.09
Consumer Publishing	5,191.39	4,934.20	4,237.40	5,191.39	4,237.40	4,588.99
Enterprise Corporate	6,850.91	4,929.40	3,418.82	6,850.91	3,418.82	4,035.15
Enterprise Institutional	1,364.68	1,657.27	829.27	1,364.68	829.27	1,550.22
Others	5,668.95	5,536.11	4,003.11	5,668.95	4,003.11	5,586.63
Unallocated	5,977.49	5,233.17	7,150.01	5,977.49	7,150.01	5,350.15
Inter-segment	(10, 425.52)	(11, 121.40)	(9, 171.28)	(10, 425.52)	(9, 171.28)	(10, 537.05)
Liability associated with assets held for saleTotal	18,479.16	16,799.19	15,768.97	18,479.16	15,768.97	15,007.18

Nulhelpalay

CL Educate Q2 and Half Year FY19 Press Release

H1FY19 Revenue is Rs 195 crore, Net Profit grows 61% on a Y-o-Y basis

Mumbai, November 2'*, 2018: CL Educate Ltd. (BSE: 540403), (NSE: CLEDUCATE), has reported a 27.8 percent growth in half yearly revenues at Rs.l95 crore driven by a strong second quarter performance in both its consumer and enterprise businesses. HI Revenues in FY2018 stood at Rs 153 crore.

The core test-prep business saw a 20% growrth in its Operating Revenue, from 84 crore to 101 crore while Kestone, the enterprise arm of CL Educate that provides knowledge and related services, grew more than 40% from 48 crore to 68 crore.

The Net Profit also grew 61.1% from 7.89 crore in HI FY18 to 12.71 crore in HI FY19.

The Board of Directors of CL Educate Ltd., India's leading education & knowledge services provider, announced its unaudited financial results for the Second Quarter and first Half Year of financial year 2018-19 following its meeting on Friday, 2"'' November 2018, in New Delhi. The accounts have been subjected to a limited review by the company's statutory auditors in line with the regulatory guidelines.

Review of consolidated financial performance for the .quarter ended September30'^, 2018:

On a quarter-on-quarter basis:

• Total income was Rsl04.27 Cr in Q2FY19as compared to Rs 90.82 Cr in Q1FY19; a growth of 14.81 %.
• EBITDA stood at Rs 13.76 Cr with the margin at 13.20% in Q2FY19 as compared to Rs 10.23 Cr with the margin at 11.27% in Q1FY19.
• Profit after Tax (Inc. Other Comprehensive income) stood at Rs 7.81 Cr during the quarter under review as compared to Rs 4.90 Cr in Q1FY19.

CL EDUCATE UMIHO

Registered Office / 0'^ 2; A - 41, Lower Ground Floor, Espire Building, Mohan Co-operative Industrial Area, MainMathura Road. New Delhi-110044. Tel +91-11-4128 1100/0800 Fax -I-91-11-412 81101

On a year-on-year basis:

• Total revenue was Rs 104.27 Cr during the quarter under review as compared to Rs 77.24 Cr during the corresponding period of previous year reflecting a growth of 34.99% on Y-o-Y basis.
• The Company reported an EBITDA of Rs 13.76 Cr for the quarter under review as compared to Rs 9.48 Cr during the corresponding period of previous year, registering an increase of 45.07% on Y-o-Y basis.
• Net profit (Inc Other Comprehensive Income) stood at Rs 7.81 Cr for the quarter under review as compared to Rs 4.77 Cr in corresponding period of previous year, up by 63.47% on Y-o-Y basis.

For th'a Half year ended September 30'^, 2018;

• Total income was Rsl95.10 Cr in H1FY19 as compared to Rs 152.64 Cr in H1FY18; a growth of 27.81 %.
• EBITDA stood at Rs 23.99 Cr with the margin at 12.30 % in H1FY19 as compared to Rs 16.95 Cr with the margin at 11.11% in H1FY18.
• Profit after tax (Inc Other Comprehensive Income) stood at Rs 12.71 Cr during the period under review as compared to Rs 7.89 Cr in H1FY18.

Commcntma on the resuiti, Arjun Wadhwa, CFO, CL Educate said: "Our half-yearly performar)ce is very much in line with our expectatiorjs. The topline has grown 27.8% on a year on year basis, mainly driven by our Consumer Test Prep and Enterprise Corporate segments. Better operating efficiencies have allowed us to improve our bottomline with Net Profits growing by 61.1% to 12.71 crore."

About CL Educ?;te

Listed on the BSE and NSE of India in 2017, CL Educate Ltd. is a well-diversified and technology enabled provider of education products, services, contents and infrastructure with presence across the education vaiue-chain. It commenced its operations in 1996 and is present in test-preparation & training services, publishing & content development, integrated business, marketing & sales services for corporate, vocational training programs, and integrated solutions to educational institutions. Led by a team of highly qualified professionals including IIT-IIM alumni, with a passion for excellence, the twenty-year-old company has successfully diversified from a single MBA Test- prep center to a pan India conglomerate in an asset-light, technology enabled manner leveraging strong synergies between its businesses. For details, visit www.cleduc3te.com

CL EDUCATE LIMITED Registered Office / C:: A - 41, Lower Ground Floor, Espire Building, Mohan Co-operative Industrial Area, AAain Mothura Road, New Delhi - 110044. Tel +91-11-4128 1100/0800 Fax +91-11-412 81101

For further information, please contact:

Amit Kanabar - Finance & Strategy	Asha Gupta
CL Educate Ltd.	Christensen Investor Relations
Phone: +91-11-41280800	Tel:+91 22 4215 0210
Fmaii: amit.kanabarOrareerlauncher.com	Fmaii- aPiintaOrhristensenir.com

Note: Except for the historical ir)formation and discussion contained herein, statements included in this release may constitute forward looking statements. These statements involve several risks and uncertainties that could cause actual results to differ materially from those that be projected by these forward-looking statements. These risks and uncertainties include, but not limited to such factors as competition, growth, pricing environment, recruitment and retention, technology, wage inflation, law and regulatory policies etc. Such risks and uncertainties are detailed in theAnnual Report of the company which is available on the website www.cleducate.com. CL Educate Ltd. undertakes no obligation to update forward looking statements toreflect events orcircumstances after the date thereof

CL EDUCATE LIMITED ^ » Registered Office /C;;A- 41, Lower Ground Floor, Espire Building, Mohan Co-operative Industnal Area, Main Mothuro Road, New Delhi - 110044. Tel +91-11-4128 1100/0800 Fax +91-11-412 81101

Statement of utilisation of IPO proceeds, as on September 30. 2018. pursuant to Regulation 32("1> of the SEBl (Listing Obligations and Disclosure Requirements) Regulations. 2015

Name of the Listed entity : CL Educate Limited Date of Listing : March 31. 2017 Period : Utilization of IPO proceeds as on September 30, 2018

Objects	perAmount asprospectus(Rs. in lacs)	UtilisedtillSeptember30,2018(Rs. in lacs)
Repayment ofloan taken by Career Launcher InfrastructurePrivateLimited(astepdownsubsidiary)fromHDFCLimited	1,860.40	1,860.40
Meeting the working capital requirements ofCLEducateand its subsidiaries namelyKestoneIntegrated MarketingGKLimitedandServicesPrivatePublicationsPrivateLimited	5,250.00	5250.00
Funding acquisitions and other strategic initiatives	2,000.00	1,835.11
General corporate purposes	•1,010.25	1,010.25
Total	10,120.65	9,955.76

* Post finalization ofIPO expenses

The details of utilisation against the IPO proceeds for Funding acquisition and other strategic initiatives is as below:

Utilisation of Acquisition Proceeds

Name ofCompanies	Rs. in Lacs
Accendere Knowledge Manaeement Services Private Limited	661.50
ICE Gate Educational Institute Private Limited	623.61
Indiacan Education Private Limited	150.00
Three Sixtv One Degree Minds Consulting Private Limited (361 DM)	400.00
Total	1835.11

The aforesaid statement, as reviewed by the Audit Committee of the Company, is also available on the website ofthe Company iwww.cleducate.com'l.

It^ - HI

Rachna Sharm^ ^ Company Secr^tqiy Sl^'Cmnpliance Officer Membership No.?^^8t)

Place: Date: c>2-^ vv. 'j-o i3

CL EDUCATE LIMITED

Registered Office / . 'C: A - 41, Lower Ground Floor, Espire Building, Mohan Co-operative Industrial Areo,