CL Educate Limited — Interim / Quarterly Report 2021

Feb 13, 2021

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: Outcome of the Board Meeting held on February 13, 2021

Dear Ma'am/Sir(s),

In continuation to our letter dated February 06, 2021, please be informed that the Board of Directors of the Company at its meeting held today i.e. February 13, 2021, inter alia, has considered/ approved/ taken on record the following:

• 1. The Unaudited Financial Results (Standalone & Consolidated) of the Company for the quarter and nine months' ended December 31, 2020, along with Limited Review Report (with unmodified opinion) of the Statutory Auditors thereon, based on the recommendations of the Audit Committee; (Annexure I).
• 2. The In-Principle approval to raise funds upto US$ 40 Million at the CL Group level, based on recommendation of the Audit Committee, towards expansion of its Test Prep and/or Digital business;
• 3. The Incorporation of a Wholly Owned Subsidiary Company:

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/4/2015 dated September 09, 2015 is given as Annexure II; and

• 4. The Dilution upto an extent of 10% in the ownership / stake in Kestone CL Asia Hub Pte. Ltd., Singapore (A Step-down 100% Subsidiary Company) by Kestone Integrated Marketing Services Private Limited (Wholly Owned Subsidiary of the Company), pursuant to approval of ESOP Plan by Kestone CL Asia Hub Pte. Ltd.
• 5. Reviewed following policies / codes of the Company, and made modifications, where found necessary, effective from February 13, 2021 and the same shall also be made available on the website of the Company (www.cleducate.com);
  • a) Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons;

b) Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (with the 'Policy for determination of legitimate purposes' and the 'Policy and procedures for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information (UPSI)' being a part of the Code itself);

• c) Code of Conduct Applicable to all Directors & Senior Management;
• d) Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions;
• e) Corporate Social Responsibility (CSR) Policy;
• f) Policy on Board Diversity;
• g) Policy for Determining Material Subsidiary;
• h) Archival Policy;
• i) Policy on criteria for determining materiality of events or information;
• j) Succession Policy;
• k) Policy on Preservation, Control and Destruction of Documents; and
• l) Vigil Mechanism/ Whistle Blower Policy.
• 6. The in-principle approval towards raising of funds upto US$ 15 Million by Kestone Integrated Marketing Services Private Limited, a Wholly Owned Subsidiary of the Company and / or its subsidiary company(ies) towards expansion and growth of its Virtual Events platform business and resultant dilution of stake / ownership of CL Educate Limited in Kestone Integrated Marketing Services Private Limited and / or in any of the step down subsidiaries.

The meeting of the Board of Directors commenced at 02:00 P.M. and concluded at 06:07 P.M.

Due to the current scenario of Covid-19, it was not possible to get the signatures of both Whole Time Director and Statutory Auditors on the Financial Results, hence, the submission of the same with stock exchanges got delayed.

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

Kindly take the above on record.

Thanking You

For CL Educate Limited

Arjun Wadhwa CFO

Place: New Delhi Date: February 13, 2021

Enclosed: As above

Walker Chandiok &Co LLP

Walker Chandiok & Co LLP 21st Floor, OLF Square Jacaranda Marg, DLF Phase II Gurugram - 122 002 India

T +31 124 462 8089 F +31 124 462 8001

Independent Auditor's Review Report on Standalone Unaudited Quarterly Financial Results and Year to Date 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

• 1. We have reviewed the accompanying statement of standalone unaudited financial results (the 'Statement') of CL Educate Limited (the 'Company') for the quarter ended 31 December 2020 and the year to date results for the period 1 April 2020 to 31 December 2020, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by the SEBI from time to time.
• 1. The Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting ('Ind AS 34'), prescribed under Section 133 of the Companies Act, 2013 ('the Act'), and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by the SEBI from time to time. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditing specified under section 143(10) of the Act, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. 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 the recognition and measurement principles laid down in Ind AS 34, prescribed under Section 133 of the Act, and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including the manner in which it is to be disclosed, or that it contains any material misstatement. ; rey

; e}

Walker Chandiok &Co LLP

Independent Auditor's Review Report on Standalone Unaudited Quarterly Financial Results and Year to Date 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 draw attention to:
  • a) Note 4 to the Statement, relating to recoverability of long outstanding vocational trade receivables aggregating to Rs. 1,326.44 lacs (net of provision: Rs. 381.15 lacs) outstanding as at 31 December 2020, which represent amounts recoverable for various Central and State Government/ Agencies projects in education/skill development sector. Based on internal assessment of the management which includes considering the progress of the discussions with the relevant government parties, past trends, contractual rights and evidence of service delivery, the management is of the view that the aforesaid receivable balances (net of provision) outstanding as at 31 December 2020 are good and recoverable.
  • b) Note 6 to the Statement, 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 Statement as at and for the period ended 31 December 2020, the extent of which is significantly dependent on future developments as they evolve.

Our conclusion is not modified in respect of these matters.

1. The review of standalone unaudited quarterly and year-to-date financial results for the period ended 31 December 2019 and audit of standalone financial results for the year ended 31 March 2020 included in the Statement was carried out and reported by Haribhakti & Co. LLP who have expressed unmodified conclusion vide their review report dated 10 February 2020 and unmodified opinion vide their audit report dated 29 June 2020, respectively, whose reports have been furnished to us and which have been relied upon by us for the purpose of our review of the Statement. Our conclusion is not modified in respect of this matter.

For Walker Chandiok & Co LLP

Chartered Accountants Firm Registration No: 001076N/N500013

\ w)

Neeraj Goel Partner Membership No. 099514 UDIN : 21099514AAAAAU2 115

Place: New Delhi Date: 13 February 2021

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 Oelhi-110044

UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31,2020

							share
			For the quarter ended		For the nine months ended		endedFor the
	Particulars		December 31, 2020 September 30, 2020	Oe31,	31, 2020	ee uM,	March 31, 1 2020
	INCOME
	From					12,881.05
Ul	income					1,083.66
Mi
	IV_ EXPENSES
	Purchases of Stock-in-Trade
	in inventories
	benefits
	Finance costs
	and amortisation
	Franchisee					5,119.93
	Other					92
	'exceptional items and(loss)			(377.45)		726.36	(1,133.47)
vi	items						4,150.05
Vil	before tax					726.36
Vill	[Tax					109.85	33.83
	IX_]Profit /for the					616.51	7.3.
x	income
	(i) Items that will not be reclassified to profittoss						9.01
	(ii) Income tax relating to iterns that will notreclassified to'or loss
	Paid-up Equity Share Capital (face value of Rs.10 each)	1,416.57	1,416.57	1,416.57	1,416.57	1,416.57	1,416.57
							18
	Basic *	0.65	0.29
	Diluted *	0.65	0.29

" Earnings per equity share for the quarters and half year ended have not been annualised

kdl Mahe Pr ee

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

UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2020 STANDALONE SEGMENT REVENUE, RESULTS, ASSETS AND LIABILITIES

		CL Edueate Limited
		CIN No:- L74899HR1996PLCO76897	Registered Office: Plot No.9A, Sector 27A, Mathura Road, Faridabad ,Haryana -121003
			STANDALONE SEGMENT REVENUE, RESULTS, ASSETS AND LIABILITIES	UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2020		{Rs. In Lacs, except per share data)
Segment Wise Performance	Reviewed	For the Quarter EndedReviewed	Reviewed	Reviewed	For the Nine Months EndedReviewed	For the Year EndedAudited
Segment revenuePremium	1,391.74	986.18	December 31, 2020 September 30, 2020 December 31, 2019 December 31, 2020 December 31, 20192,656.09	3,790.85	11,700.05	March 31, 202014,711.16
DigitalVocationalTotal segment revenue from operations (gross)	920.63-2,312.37	1,346.75-2,332.93	310.72-2,966.81	3,511.87-7,302.72	1,181.00<12,881.05	1,623.57316,334.73
Segment resultsPremium	254.38	(99.99)	(334,65)	157.68	906.45	82.59
DigitalVocational	251.87(132.73)	376.65(24.85)	239.44(176,19)	4,022.77(208.54)	818.03(625.62)	4,009.70(1,378.93)
Total segment resultsAdd: Other income	373.52157.43	251.81176.58	(271.43)322.00	971.0580.31	1,098.861,083.66	{286.64)1,422.07
Less:- Finance costs	94.54	107.94	180.00	307.47	429.83	528.24
Less:- Unallocated expensesProfit/(loss) before tax	286.01150.40	268.9951.49	248.02(377.45)	757.56487.19	1,026.33726.36	1,740.66(1,133.47)
Less: exceptional itemsProfit/{Loss) before tax after exceptional items	:150.40	-51.49	-(377.45)	487.49	-726.36	4,150.05(5,283.52)
Less: Tax expensesNet Profit / (Loss) for the period	58.4994.94	10.36$4.19	{423.83}(253.62)	166.19321.00	109.85616.51	33.83(5,317.35)
Other comprehensive income	1.22	4.22	1.78	3.66	5.33	6.50
Total comprehensive income	93.13	42.41	(251.84)	324.66	621.84	(5,310.85)
Segment assetsPremium	5,979.11	8,145.08	8,133.39	5,979.11	8,133.39	7,269.09
Digital	460.88	394.08	371.56	460.88	371.56	393,22
VocationalUnallocatedTotal	1,409.4730,761.3138,610.77	1,490.7328,678.3938,708.28	2,172.8935,486.5446,164.38	1,409.4736,761.3138,610.77	2,172.8935,486.5446,164.38	1,493.2230,996.2440,151.77
Segment liabilities			4,464.05	2,906.58	4,464.05	5,040.95
PremiumDigitalVocational	2,906.58707.66847.70	3,568.91345.48844.77	128.081,053.07	707.66847.70	128.081,053.07	147.104,615.29

Nickel: Mahog ee opr

Notes:

The above standalone financial results of CL Educate Limited (the 'Company') have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on February 13, 2021 and have undergone 'Limited Review' by the statutory auditors of the Company.

• 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 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 quarter, 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 "Premium', "Digital" and "Others". "Premium" segment includes our classroom delivery, whilst our "Digital" segment includes services rendered through online mode. 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.

Chief Operating Decisionresources based ontheAccordingly, information has been presented along these business segments. The accountingprinciples used in preparation of financial statements are constantly applied to record revenue andexpenditure in individual segments.	Maker (CODM) evaluates the Company's performance and allocatesanalysis of various	performance	indicatorsby	business segments.
Previously, the Company had considered "Consumer Test Prep" and "Others" as the only reportablesegments of the Company. During the quarter, based on the increasing growth and focus on Digitaldelivery of services and the consequent changes to the nature of internal reporting provided to themanagementCODM,thesegments of the company have been reclassified into "Premium', "Digital" and "Others". "Premium"segment includes our classroom delivery, whilst our "Digital" segment includes services renderedthrough online mode. The segment "Others" comprises primarily the scaled down vocational trainingbusiness. Accordingly, segment information provided in these results,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 theeducation / skill development sector. Most of these projects are complete, however, the dues fromthe concerned department / agency have not been realized mainly on account of delays and longprocesses. The details of such vocational trade receivables which are outstanding for a considerableperiod of time are given below. In the opinion of the Management, it has made the necessaryprovision, wherever required and such balances are fully recoverable. The details of the amountrecoverableare as under: -	reassessed thehas	company's segments.	Accordingly,	reportableincluding in respect of
Nature of Balance Total	amount Amountoutstanding as on outstandingDecember 31, 2020 for more than (ECL)(Rs. in lacs)	3Yearsofoutstanding)(Rs. in lacs)	Expectedloss writeCredit(Out provisiontotal amount outstandingasDecember 31, 20202020(Rs.lacs)	Amountsoffconsidered inNineon themonthsendedon December 31,(Rs.inin lacs)
TradeVocationalReceivables	1,707.59	1,707.59	381.15	100.00

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 ('Amaigamating Company") with CL Educate Limited ("Amalgamated Company'). The Scheme will Nk Mahe

7"~

be effective upon approval from NCLT, which is pending as on date. The appointed date as proposed date by the Company is April 1, 2019.

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 right through the nine months ended December 31, 2020. 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 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 source of information up to the date of approval of these financial results. The actual impact of 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.

Figures for the previous period have been regrouped/ reclassified wherever necessary to conform to the current period's classification.

Date: 13 February 2021 Enterprise Business

For and on behalf of the Board Nj Maboye

Nikhi j Place: New Delhi Executive Director & Group CEO

Walker Chandiok & Co LLP

Walker Chandiok & Co LLP 21st Floor, OLF Square Jacaranda Marg, OLF Phase I! Gurugram - 122 002 india

T +31 124 462 8099 F +31 124 462 8001

Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date 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

• 1. We have reviewed the accompanying statement of unaudited consolidated financial results (the 'Statement') of CL Educate Limited (the 'Holding Company'), its subsidiaries (the Holding Company and its subsidiaries together referred to as the 'Group') and its associate (refer Annexure 1 for the list of subsidiaries and associate included in the Statement) for the quarter ended 31 December 2020 and the consolidated year to date results for the period 01 April 2020 to 31 December 2020, 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), including relevant circulars issued by the SEBI from time to time.
• 1. This Statement, which is the responsibility of the Holding Company's management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting ('Ind AS 34'), prescribed under section 133 of the Companies Act, 2013 ('the Act'), and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 of the SEBI (Listing Obligations and Disciosure Requirements) Regulations, 2015 (as amended), including relevant circulars issued by the SEBI from time to time. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditing specified under section 143(10) of the Act, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the SEBI Circular CIR/CFD/CMD1/44/2019 dated 29 March 2019 issued by the SEBI under Regulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements).Regulations, 2015 (as amended), to the extent applicable.

yw 35

Walker Chandiok & Co LLP

Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date 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. Based on our review conducted and procedures performed as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, prescribed under Section 133 of the Act, and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), including the manner in which it is to be disclosed, or that it contains any material misstatement.
• 1. We draw attention to the following matters in the notes to the accompanying Statement:
  • a) Note 4 to the Statement, with regard to Business Transfer Agreement with I-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 contro! 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 reporting date.
  • b) Note 5 to the Statement, relating to recoverability of long outstanding vocational trade receivables aggregating to Rs. 1,326.44 lacs (net of provision: Rs. 381.15 lacs) outstanding as at 31 December 2020, which represent amounts recoverable for various Central and State Government/ Agencies projects in education/ skill development sector. Based on internal assessment of the management which includes considering the progress of the discussions with the relevant government parties, past trends, contractual rights and evidence of service delivery, the management is of the view that the aforesaid receivable balances (net of provision) outstanding as at 31 December 2020 are good and recoverable.
  • c) Note 6 to the 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 Note 9, 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 cases, the Management is of the view that the aforesaid receivable balances are good and recoverable as at 31 December 2020.

d) Note 10 to the 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 Statement as at for the period ended 31 December 2020, the extent of which is significantly dependent on future developments as they evolve.

Our report is not modified in respect of these matters.

Walker Chandiok &Co LLP

Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date 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. The Statement includes the interim financial information of four subsidiaries, which have not been reviewed/ audited by their auditors, whose interim financial information reflect total revenues of Rs. 515.19 lacs and Rs. 1,207.38 lacs, net profit after tax of Rs. 93.07 lacs and Rs. 109.46 lacs, total comprehensive income of Rs. 103.14 lacs and Rs. 119.53 lacs for the quarter and year-to-date period ended 31 December 2020 respectively, as considered in the Statement. The Statement also includes the Group's share of net loss after tax of Rs. 0.58 lacs and Rs. 1.94 lacs, and total comprehensive loss of Rs. 0.58 lacs and Rs. 1.94 lacs for the quarter and nine months period ended on 31 December 2020 respectively, in respect of one associate, based on their interim financial information, which have not been reviewed/ audited by their auditor, and have been furnished to us by the Holding Company's management. Our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and associate, are based solely on such unreviewed interim financial information. According to the information and explanations given to us by the management, these interim financial information are not material to the Group.

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

1. The review of unaudited consolidated quarterly and year-to-date financial results for the period ended 31 December 2019 and audit of consolidated financial results for the year ended 31 March 2020 included in the Statement was carried out and reported by Haribhakti & Co. LLP who have expressed unmodified conclusion vide their review report dated 10 February 2020 and unmodified opinion vide their audit report dated 29 June 2020, respectively, whose reports have been furnished to us and which have been relied upon by us for the purpose of our review of the Statement. Our conclusion is not modified in respect of this matter.

For Walker Chandiok & Co LLP

Chartered Accountants Firm Registration No: 001076N/N500013

\ teahieal

Neeraj Goel Partner Membership No.099514 UDIN : 21099514AAAAAV2165

Place: New Delhi Date: 13 February 2021

Walker Chandiok & Co LLP

Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date 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

Subsidiaries

• G. K. Publications Private Limited;
• Career Launcher Education Infrastructure and Services Limited:
• Career Launcher Infrastructure Private Limited (step down subsidiary): Accendere Knowledge Management Services Private Limited;
• DO ONOALRWN =
• Ice Gate Educational Institute Private Limited;
• Kestone Integrated Marketing Services Private Limited:
• Kestone CL Asia Hub Pte. Limited (step down subsidiary);
• dk Oo CL Media Private Limited; Kestone CL US Limited (step down subsidiary of Kestone Integrated Marketing Services Private Limited); and
• . 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

CL Ederate Limited CIN No:- LI4S9SHRIGSGPLCOTERIT Registered Office: Plot No. 9A, Sector 27A, Mathura Road, Faridabad, Haryana, India 121003 Corporate Office: A-48, First Floor, Mohan Conperative Industrial Area, Main Mathara Rood, Delhi 110044

		CL Educate LimitedCIN No:- 1.74899HR1996PLC076897
	Corporate Office: A-45, First Floor, Mohan Cooperative Industrial Area, Main Mathura Road, Delhi 110044		Registered Office: Plot No. 9A, Sector 27A, Mathura Road, Faridabad, Haryana, India 121003
	UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2029
			For the quarter		For the nine months.		(Rs.in lacs, except per share data)
Particulars			ended		ended		For the year ended
		December 31, 2020Reviewed	September 30, 2020Reviewed	December 31, 2019Reviewed	December 31, 2020Resiewed	December 31, 2019Reviewed	March 31, 2020Audited
I	IncomeRevenue from operations	4,589.39	4,577.54	6,662.75	13,869.43	25.453.68	30,868.33
	II Other income	86.81	157.86	267.47	595.14	753.52	1,523.94
	III Total income (1+1I)IV Expenses	4,676.20	4,735.40	6,930.22	14,464.57	26,207.20	32, 392.27
	(a) Cost of material consumed	43 46	5741	204 23	190.84	823.93	94134
	(b) Purchases of Stock-in-Trade(c) Changes in inventories of finished goods, Stock-in-Trade and work-in-progress	45.77	37.41	4.21	98.73	73.93	81.06
	(d) Employee benefits expense	(28.29)936 32	150.76851.90	(97.25)1,383.60	186.892,784.95	(254.86)4,147.34	(557.26)5,303.93
	(e) Finance costs	133 23	155.36	270.67	459.26	683.17	830.96
	(f) Depreciation and amortization expense	168 86	222.06	369.99	689.24	1,059.60	1.395.74
	(g) Franchisee expenses	797.59	656.02	1,255.41	2.382.74	5,544.11	7,142.51
	(h) Service delivery expenses(i) Other expenses	1,410 161.074.09	.323 491.469.57	1,990.851,591.97	3,717.093,788.87	6,611.43	7,782.16
	Total expenses (IV)	4,582.18	4,923.98	6,973.68	14,289.68	6,121.7124,810.36	10,834.7533,755.19
V	Profit/(loss) before share of profit/(loss) of equity accounted investees, exceptional items	94.02	(188.58)	(43.46)	174.96	1,396.84	(1,362.92)
VI.	and tax (III-IV)Exceptional items
VII	Profit/(loss) before share of profit/(loss) of equity accounted investees and tax (V-VI)	94.02	(188.58)	(43.46)	17496	1,396.84	4,150.05(5, 512.97)
	Share of profit/(loss) of equity accounted investees	(0.57)	1.72	(4.05)	(2.94)	(20.73)	(14.71)
	VIII Profit/(loss) before tax	93.45	(186.86)	(47.51)	173.02	1,376.11	(5,527.68)
$\ensuremath{\text{IX}}\xspace$	Tax expense	132.68	(73.04)	24.98	17425	461.43	(102.96)
$\bf{X}$XI	Profit/(loss) for the period from continuing operations (VIII-IX)	(39.23)	(113.82)	(72.49)	(1.23)	914.68	(5, 424, 72)
	Profit/(loss) for the period from discontinued operationsXII Tax expenses of discontinued operations	(136)	4.17	35.90	(0.79)	107.53	118.92
	XIII Profit /(loss) for the period from discontinued operations (after tax) (XI-XII)	(1.36)	4.17	35.90	(0.79)	107.53	118.92
	XIV Net Profit/(loss) for the period (X+XIII)XV Profit/(loss) from continuing operations for the period attributable to	(40.59)	(109.65)	(36.59)	(2.02)	1,022.21	(5,305.80)
	(a) Owners of the Company	(41.62)	(107.48)	(74.28)	286	893.19	(5.434.99)
	(b) Non-controlling interest	239	(6.34)	1.79	(4.09)	21.49	10.27
	XVI Profit/(loss) from discontinued operations for the period attributable to
	(a) Owners of the Company(b) Non-controlling interest	(136)	4.17$\sim$	35.90	(0.79)	107.53	11892
	XVII Other Comprehensive Income	$\equiv$
	(i) Items that will not be reclassified to profit or lossA	10 87	10.61	6.51	31 80	19.50	47.93
	(ii) Income lax relating to items that will not be reclassified to profit or loss	2.18	(2.11)	1.80	ES 2.3	(5.40)	(12.32)9.75
	(i) Items that will be reclassified to profit or lossB	6.69(1.68)	(3.90)0.98	1203(4.02)	13.46(3.39)	16.82(4.57)	(2.47)
	(ii) Income tax relating to items that will be reclassified to profit or lossTotal Other Comprehensive Income	13.10	4.98	12.72	33.74	26.35	42.89
	Other comprehensive income for the year attributable to
	(a) Owners of the Company	13.10	4.98	1272	33.74	26 35	41 68
	(b) Non-controlling interestXVIII Total Comprehensive Income for the period (Comprising Profit/(loss) and Other	(27.49)	(104.67)	(23.87)	31.72	1,048.56	121(5,362.91)
	comprehensive Income for the period) (XIV+XVII)
	Total comprehensive income for the year attributable to(a) Owners of the Company	(29.88)	(98.33)	(25.66)	35.81	1,027.07	(5.27439)
	(b) Non-controlling interest	239	(6.34)	1.79	(4.09)	21.49	11.48
	XIX Paid-up Equity Share Capital (face value of Rs. 10 each)	1,416.57	1,416.57	1,416.57	1,416.57	1,416.57	1,416.5726,922.30
	XX Other equityXXI Earnings per equity share (for continuing operation)*
	(a) Basic	(0.28)	(0.80)	(0.51)	(0.01)	后部	(38.29)
	(b) Diluted	(0.28)	(0.80)	(0.51)	(0.01)	6.46	(38.29)
	XXII Earnings per equity share (for discontinued operation)*	(0.01)	0.03	0.25	(0.01)	0.76	0.84
	(a) Basic(b) Diluted	(0.01)	0.03	0.25	(0.01)	0.76	0.84

* (Earning per equity share for the quarters and nine months ended 1s nai apeaoulssed)

CL Educate Limited GUN Nos- L74899HR1996PL.C076897 Registered Office: Plot No. 9A, Sector 27A, Mathura Road, Faridabad, Haryana, India 121003

		CL Educate LimitedGUN Nos- L74899HR1996PL.C076897Registered Office: Plot No. 9A, Sector 27A, Mathura Road, Faridabad, Haryana, India 121003
UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 4M, 2020	CONSOLIDATED	Corporate Office: A-45, First Floor, Mohan Cooperative Industrial Area, Main Mathura Read, Delhi 110044SEGMENT REVENUE, RESULT, ASSETS AND LIABILITIES
		For the quarter ended			For the nine months ended	(Rs, In Lacs)For the year ended
Particulars	ReviewedDecember 31, 2020	ReviewedSeptember 30, 2620	ReviewedDecember 31, 2619	RewewedDecember MM, 2020	ReviewedDecember 34, 2019	AuditedMarch 31, 2020
Segment RevenuePremniurnDigitalVocational	1,391.741,046.22	385.18142053	2,656.099135	3,790.853,851.86	11,700.052,079.39	14,711.162,747.42
Consumer PublishingEntecpdse CosporateEnterprise Institutional	#(130.24)2,154.39127.28	83.85136452127286	(101.91)2,887.42720.31	54.635,658.83	412.66
OthersInter-segment				513.36	9,609.951628.75	(136.28)11,535.062,001.78
Total	-4,389.39	-4s7134	9496,662.75	-13,869.83,	22.90-25,453.68	29.19-30,868.33
Segment Result - ContinuingPremium,Digital	254.38241.43,	79.99)163.64	(634.65)428.15	157.681,137.85	906.451509.72	82592,292.01
VocationalConsumer PublishingEnterprise Corporate	(132.73)(29.70)143.69	(24.85)qu2zay19059	(176.19)79:36587	(208.54)(182.03)200.89	(625.62)447.62195.35	(378.93)737)170.98
Entecprise InstitutionalOthersInter-segmnent	2421(25.17)*	076.85)B109}5	396.14261.39)-	(7a.1s)PL 76)-	608.34(581.91)	540.02(1,736.50)-
Less: Unallocated expenses	476.11335.67	159.38350se	236.952125	935.91896.85	2,439.951113.46	(167.40)1,888.50)
Operating Profit/(Loss)/Add: Other income	140.4486.81	491.08)15786	(40.26)67.47	39.08595.14	1,326.49753.52	2,055.90)1,523.94
Less: Finance costsProfit/{Loss) before share of profit/ (loss) of equity accountedinvestees, exceptional items and tax	133.2394.02	155.36(188.58)	270.67(43.46)	459.26174.96	683.171,396.84-	830.9%(4,362.92)4,150.05
TotalLess: Exceptional itemsProfit/(Loss) before share of profit / (loss) of equity accountedinvestees and tax (V-VI)Share of profit/ (loss) of associates accounted for using equity method	;94.02(0.57)	:(188.58)172	:(43.46)(4.05)	174.96(1.94)	1,396.84(20.73)	(5,512.97)(471)
Profit/ (Loss) before taxIncome taxes	93.45132.68	(186.86)(73.04)	ast24.98	473.0217425	1,376.1101.43	(5,527.68)(102.90)
Net Profit/(Loss) from continuing operationsProfit/ (Loss) from discontimaed operations {net of taxes)	9.23)(36)	(15.82)437	(Ray35.90	(1.23)(0.79)	914.68107.53	6,424.72)118.92
Net Profit /(Loss) including discontinued operationsOther Comprehensive Income	(49.59)13.10	(109.63)4.98	3639)1272	(2.02)3374	4,022.2126.35	6,305.80)42.39]
'Total Comprehensive IncomeSegment Assets	(27.49)	(104.67)	Bat	34.725979.41	1,048.568,133.39	(5,262.91)7,269.09
PremiumDigitalVocational	5979.11879.201,409.47	8,145.08783.811,490.73,	8135.91088342,172.89	879.201,409.47	1988342,172.89	914.991,993.22
Consumer PublishingEnterprise Corporate	4732.436,733.99	4580.636511.16	3624.608306.273,203.27	4752.436733.993,107.99	5,624.608,306.273,203.27	5382.977,421.863,005.69
Enterprise InstitutionalOthersUsallocated	3,107.992,908.3312,859.97	2,974.881,075.3211,783.39	9685.6611,200.90	2,098.3312,859.07	9688.6611,200.96	4,537.089,497.66
Assets held for sale'Total	2923.3440,632.93	2,923.3440,268.34	2,922.6252,340.94]	29233440,632.93	2,922.6252,340.94	29333142,145.87
Segment LiabilitiesPrerniirnDigits!	2,906.581,018.30	3,568.91634.20	4,464.05748.92	2,906.581,018.30	4,464.05748.92	5,040.95]603.57
VocationalConsumer Publishing	847.70163.99	844.77290.392,386.40	1,053.07668.76316.28	847.70163.992,556.90	1,053.07668.736,316.28	1,015.29)$79.273,108.37
Enterprise CorporateEnterpsise InstitutionalOthers	2556.9067.82830.203243.36	$56.22844.98ZANT?	1,117.884270.982,921.87	667.82830.203,243.36	4,117.881,270.982,021.87	1,035.781,802.66994.21

=< a z i rn

Notes:

• The above consolidated financial results have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meeting held on February 13, 2021 and have undergone 'Limited Review' 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, consumer business comprised of "Consumer Test Prep" and "Consumer publishing" as the only reportable segments. During the quarter, 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, Consumer Test Prep segment have been reclassified into "Premium" and "Digital". "Premium" segment includes our classroom delivery, whilst our "Digital" segment includes services rendered through online mode. 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 (Premium and Digital) and Consumer Publishing,
• (ii) Enterprise business comprising of Enterprise Corporate and Enterprise Institutional,
• (ili) 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. Most of these projects are complete, however, the dues from the concerned department / agency have not been realized mainly on account of delays and long processes. The details of such vocational trade receivables which are outstanding for aconsiderable period of time are given below. In the opinion of the Management, it has made the necessary provision, wherever required and such balances are fully recoverable. The details of amount recoverable are as under: -

Notes (cont'd)

Notes (cont'd)
NatureBalance	of Totaloutstanding as outstandingDecember moreon31, 2020(Rs. in lacs)	amount AmountthanYears(Outof	Expectedfor Credit3 (ECL)provisionon intotal amount	Amountofloss write-offconsideredninethemonths
		outstanding)(Rs. in lacs)	outstandingasDecember31, 2020(Rs. in lacs)	endedon December31, 2020{Rs. in lacs)
VocationalReceivables	Trade 1,707.59	1,707.59	381.15	100.00

1. During the financial year 2017-18, Career Launcher Education Infrastructure and Services Limited, a wholly owned subsidiary ("CLEIS" or "Wholly Owned SubsidiaryWOS") 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 is 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 Management in 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 Court on June 22, 2020 with the Judge appointing a retired High Court judge as arbitrator to hear the dispute.

• 1. The Board of Directors of the Holding Company has approved a scheme of arrangement of amalgamation of its subsidiary companies into the Holding 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 SEB! (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. The appointed date as proposed date by the Holding Company is April 1, 2019.
• 8Career Launcher Infrastructure Private Limited ("CLIP"), one of the subsidiary, has started a publishing business in the current financial year. The current liabilities as on December 31, 2020were in excess of current assets by Rs. 1656.60 lacs which primarily consists of current borrowings of Rs. 1,785.16 lacs (March 31, 2020: Rs. 1,955.56 lacs) are from the ultimate holding company and the group will support the same in terms of repayments. In view of the management, this new business will generate sufficient profit and cash flows to sustain the operations in the future. Further, the subsidiary has assets which are held for sale which the management believes to be realized in near future. Accordingly, the Management has prepared the financial statements on a going concem basis. Nad Mad

—_—

Notes (cont'd)

• 1. 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.
• 1. 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 Group will have sufficient liquidity to continue its operations in an uninterrupted manner. Also, the Managementis of the view that there is no material impact and 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 source 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. Figures for the previous period have been regrouped / reclassified wherever necessary to conform to the current period's classification.

Date: February 13, 2021 Enterprise Business

For and on behalf of the Board

ne ahajan Place: New Delhi Executive Director & Group EO

Annexure II

S.No.	Disclosure requirements	Details/reasonfornotprovidinginformation
a)	Name of the target entity, details in brief such assize, turnover etc.;	A new entity is proposed to be incorporatedunder the Companies Act, 2013, as a whollyowned subsidiary of the Company.
		Proposed Authorised Share Capital: Rs.1,00,000/-Proposed Paid-upCapital: Rs.1,00,000/-
b)	Whether the acquisition would fall within relatedparty transaction(s) and whether the promoter/promoter group/ group companies have any interestin the entity being acquired? If yes, nature ofinterest and details thereof and whether the same isdone at "arms length";	It is not a Related Party Transaction.
c)	Industry to which the entity being acquired belongs;	Theproposedentitywillconducteducationalandconsultingprogramsrelating to various education and careeropportunities.
d)	Objects and effects of acquisition (including but notlimited to, disclosure of reasons for acquisition oftarget entity, if its business is outside the main lineof business of the listed entity);	It is proposed to incorporate a whollyowned subsidiary under the Companies Act,2013.
		The main objects of the proposed newentity shall be:
e)	Brief details of any governmental or regulatoryapprovals required for the acquisition;	Theproposedentitywillconducteducationalandconsultingprogramsrelating to various education and careeropportunities viz. primary, secondary andhigher education, teaching, supplementaryand preparatory classes, online training,counseling, university admission services,administrativetraining,educationalconsultancy, human resource consultancy,managementconsultancy,placementservices,publicrelationexerciseandsoftware consultancy including providingcontent and expertise on the internet.The Company will file necessarydocumentswith Ministry of Corporate Affairs forincorporation of the proposed Company.
f)	Indicativetimeperiodforcompletionoftheacquisition;	The entity will be incorporated within thenext 3 Months.

g)	Natureofconsideration-whethercashconsideration or share swap and details of the same;	Cash
h)	Cost of acquisition or the price at which the sharesare acquired;	Not Applicable
i)	Percentage of shareholding / control acquired and /or number of shares acquired;	This entity shall be incorporated with 100%holding by the CL Educate Limited.
j)	Brief background about the entity acquired in termsof products/line of business acquired, date ofincorporation, history of last 3 years turnover,country in which the acquired entity has presenceand any other significant information (in brief);	Not applicable, as a new entity will beincorporated.