CL Educate Ltd

To

The Members CL Educate Limited

Dear Member(s),

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

(' In Lacs)

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

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

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

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

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

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

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

1. EdTech

2. MarTech

3. DEX

The EdTech segment comprises of the following verticals:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ii. Student Recruitment Services.

iii. Marketing and Student Outreach Services.

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

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

The Student Mobility business includes the following services:

a. Admission Consulting

a. Counselling & Support

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

c. Interview preparation

b. Exam Prep

a. IELTS / TOEFL

b. GMAT

c. GRE

d. SAT

c. Visa Consulting

a. Interview Preparation

b. Verification of Funds

c. Online Application & Docket Preparation

d. Value Added Services

a. Accommodation

b. Health Insurance

c. FOREX

d. Travel Insurance

e. Education Loans

Under the brand name 'Kestone', the company provides a suite of services to corporates in the MarTech segment, including:

a. Experiential Marketing & Event Management Solutions

b. Digital & MarComm services

c. Customized Engagement Programs (CEP)

d. Transitioning Businesses into the Metaverse

e. Strategic Business Solutions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

5DEXIT Global Limited (Formerly NSEIT Limited) was acquired by the Company with effect from February 20, 2025.

Statement Pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

We have conducted the Secretarial Audit of the Compliance of Applicable Statutory provisions and the adherence to good corporate practices by CL Educate Limited having CIN: L74899DL1996PLC425162 (hereinafter called 'the Company'). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the Corporate Conducts/Statutory Compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2025, according to the provisions of:

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

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

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

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

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):

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

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

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not Applicable, as there was no instance during the year);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (Not Applicable, as there was no event during the year under review);

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not Applicable, as there was no instance during the year under review); and

(h) The Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 (Not Applicable, as there was no event during the year under review).

(vi) There are no laws that are specifically applicable to the Company based on their sector/industry except The Trade Marks Act, 1999; The Patents Act, 1970 and The Copyright Act, 1957.

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

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

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

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

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

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

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive and Independent Directors.

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

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

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

a) Allotted 45,921 Equity Shares of face value of '5/- each, at an offer price of ' 12/- each on July 09, 2024 under Amended and Restated Career Launcher Employee Stock Options Plan 2014 (“CL ESOP Plan").

b) Received a request on July 31, 2024 from Mr. Sujit Bhattacharyya- one of our Promoter Shareholders and from his Relatives belonging to the Promoter Group Category seeking re-classification from “Promoter and/or Promoter Group Category" to “Public Category". Separate applications for the same have been filed with BSE Limited (“BSE") and National Stock Exchange of India Limited (“NSE") seeking their approval for reclassification on October 04, 2024.

c) Entered into a new line of business of organizing premium social events and management services in India and abroad, including luxury weddings, high- end social events, and private functions, through a newly incorporated wholly owned subsidiary of the company-Kestone Utsav Private Limited on December 20, 2024.

d) Acquired 17,199 Equity Shares of Threesixtyone Degree Minds Consulting Private Limited (361DM), an existing Subsidiary Company, of face value of '10/- each at a premium of ' 3,687/- on preferential basis through Private Placement Mechanism through a share swap of 7,350 Equity Shares of face value of ' 10/- each of Ice Gate Educational Institute Private Limited (Ice Gate). Consequently, the shareholding of the Company in 361DM increased from 38.92% to 53.15%, and decreased from 73.5% to NIL in Ice Gate, with Ice Gate becoming a step down subsidiary of CL.

e) Availed a loan of ' 210 Crore from Piramal Finance Limited (formerly Piramal Capital and Housing Finance Limited) being the primary lender, along with Oxyzo Financial Services Limited and Hero Fincorp Limited (collectively referred to as “Lenders") for funding the acquisition of DEXIT Global Limited (formerly NSEIT Limited).

Pursuant to one of the covenants of the above- mentioned loan facility availed by CL Educate Ltd. from the Lenders, 2 of the promoter Directors of the Company namely Mr. Satya Narayanan R and Mr. Gautam Puri executed Non-Disposal Undertaking (NDUs) against their equity shareholding in the Company to the tune of 70,32,781 shares each (13% of the paid -up equity shareholding by each Promoter) in favour of the Piramal Trusteeship Services Private Limited on February 19, 2025 and February 20, 2025, respectively.

f) Acquired DEXIT Global Limited (formerly NSEIT Limited), a step down subsidiary of National Stock Exchange of India Limited (NSE), by acquiring 100% of its equity and preference share capital from NSE Investments Limited (NSEIL) on February 20, 2025.

Pursuant to one of the covenants of the loan facility taken for this acquisition (also mentioned in point no c above), 70% of the equity shares of NSEIT Ltd. (the acquired entity) were pledged in favour of Piramal Trusteeship Services Private Limited on April 01, 2025, as security in order to secure the Rupee Term Loan Facility of ' 210 Crore.

We further report that during the year under review, there

were no events viz.:

i) Public/Right/Preferential issue of shares/Debenture/ Sweat Equity Shares;

ii) Redemption/ buy-back of securities;

iii) Major decisions taken by the members pursuant to Section 180 of the Companies Act, 2013;

iv) Merger / amalgamation / reconstruction, etc.; and

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

To

The Members

CL Educate Limited

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

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

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

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

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

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

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

DEXIT GLOBAL LIMITED (Formerly NSEIT Limited)

Regd. Office: 502, 5^th Floor, Skyline Icon, Andheri-Kurla Rd., Andheri East, Mumbai, Maharashtra- 400059

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by DEXIT Global Limited (Formerly NSEIT Limited) having CIN: U72200MH1999PLC122456 (hereinafter called as 'the Company') for the Financial Year ended on 31^st March, 2025 (the “Audit Period/ Review Period").

We have conducted the Secretarial Audit in a manner that provided us with a reasonable basis for evaluating the Company's corporate conducts/ statutory compliances and expressing our opinion thereon.

We are issuing this report based on:

(i) Our verification of the Company's books, papers, minutes books, soft copies of various records, scanned signed copies of minutes of the Board and Committee meetings, forms and returns filed and other records provided to us and other records maintained by the Company during the review period as well as before the date of issue of this report;

(ii) Compliance certificates confirming compliance with corporate laws applicable to the Company as given by the Key Managerial Personnel/ Senior Managerial Personnel and taken on record by the Company's Audit Committee/ Board of Directors; and

(iii) Representations made, documents produced and information provided by the Company, its officers, agents and authorized representatives during our conduct of Secretarial Audit.

We hereby report that, in our opinion, during the Audit Period covering the Financial Year ended on 31^st March, 2025, the Company has:

(i) Complied with all the statutory provisions listed hereunder; and

(ii) Board processes and compliance mechanisms in place

to the extent, in the manner and subject to the reporting made hereinafter.

The members are requested to read this report along with our letter of even date annexed to this report as “Annexure-A".

We further report that:

1.1 We have examined the books, papers, minutes books, forms and returns filed and other records maintained by the Company during the review period, in terms of the applicable provisions/ clauses of:

(i) The Companies Act, 2013 (the “Act") and the Rules made thereunder;

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

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

(iv) The Foreign Exchange Management Act (“FEMA"), 1999 and the Rules and Regulations made thereunder to the extent of Overseas Direct Investments.; and

(v) Secretarial Standards relating to Board Meetings and General Meetings issued by The Institute of Company Secretaries of India and notified by the Central Government under Section 118(10) of the Act which have mandatory application to the Company.

1.2 During the period under review:

(i) The Company has complied with the all the applicable provisions of all the aforesaid Acts, Rules, Regulations, Guidelines and Secretarial Standards as mentioned above.

(ii) Generally complied with the applicable provisions/clauses of:

(a) FEMA to the extent of Overseas Direct Investment under paragraph 1.1 (iv);

(b) The Secretarial Standards respectively on meetings of Board of Directors (SS- 1), its committees and on General Meetings (SS-2) mentioned under paragraph 1.1 (v) above, which are applicable to the meetings of the Board, Committees constituted by the Board held during the year under review and the resolutions passed by circulation by the Board and 25^th Annual General Meeting (AGM) of the Company held on 07^th June, 2024 at shorter notice and Extra-Ordinary General Meetings (EGM) held at shorter notice on 27^th December, 2024, 03^rd March, 2025 (of the Equity Shareholders), 03^rd March, 2025 (of the Preference Shareholders) and 12^th March, 2025. The compliance of the provisions of the Rules made under the Act with regard to participation of Directors through video conference for the Board/Committee meeting(s) held during the year, were verified based on the copies of the minutes of the meetings provided by the Company.

1.3 During the audit period under review, provisions

of the following Acts/Regulations were not

applicable to the Company:

(i) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(ii) SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(iii) SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(iv) SEBI (Delisting of Equity Shares) Regulations, 2021;

(v) SEBI (Buy-back of Securities) Regulations, 2018;

(vi) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(vii) SEBI (Prohibition of Insider Trading) Regulations, 2015; and

(viii) SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993.

We further report that:

2.1 The Board of Directors of the Company as on 31^st March, 2025 comprised of:

(i) Three Non-Executive Non-Independent Directors- Mr. Satya Narayanan Ramakrishnan (DIN- 00307326), Mr. Arjun Wadhwa (DIN- 06825193), and Mr. Yatrik Vin (DIN- 07662795); and

(ii) Three Non-Executive Independent Directors including one Woman Director- Mr. Srinivasan Krishnakumar (DIN- 09203779), Ms. Madhumita Ganguli (DIN- 00676830), and Mr. Subrahmanyam Reddi (DIN- 08097235).

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

2.3 Adequate notices and Agenda and detailed notes on Agenda were given to all Directors/ Members to schedule the Meetings of the Board of Directors and its Committees, which were sent within the stipulated time as required under Section 173(3) of the Act and SS-1 to enable them to plan their schedule and where notice, Agenda and Notes to Agenda was circulated at shorter notice, the consent of all Directors was obtained.

2.4 A system exists for directors to seek and obtain further information and clarifications on the agenda items before the meetings and to ensure their meaningful participation at the meetings.

2.5 We note from the minutes examined that, at the Board meetings held during the review period:

(i) Decisions were either taken through the majority of the Board or unanimously; and

(ii) No dissenting views were expressed by any Board member on any of the subject matters discussed, which were required to be recorded as part of the minutes.

There are reasonably adequate systems and processes prevalent in the Company, which are commensurate with its size and operations, to monitor and ensure compliance with all applicable laws, rules, regulations and guidelines.

4.1 During the period under review, the following

specific events/ actions, having a major bearing

on the Company's affairs took place: -

1. The members at the AGM held at a shorter notice on 07^th June, 2024 gave their consent to alter the terms and conditions of the appointment of Mr. Anantharaman Sreenivasan, Managing Director & CEO of the Company and for the discontinuance of the Long-Term Incentive Plan (applicable w.e.f. 01^st April, 2024) and approved the longterm incentive payout upto 31^st March, 2024 amounting to ' 1,06,59,375/- to him.

2. At the AGM held on 07^th June, 2024, a dividend of ' 700 Lacs was declared on 7%, Seven Years, Cumulative Redeemable Preference Shares and a dividend of ' 684.57 Lacs was declared on Series A, 7%, Seven Years, Cumulative Optionally Redeemable Preference Shares.

3. The Company along with its subsidiary Companies- Aujas Cybersecurity Limited, CXIO Technologies Limited and NSEIT (US) Inc., had entered into a Share Subscription and Share Purchase Agreement and Business Transfer Agreement (Transaction Documents) with Investcorp Growth Equity Fund, Investcorp Growth Opportunity Fund and Investcorp India Private Equity Investments Limited (collectively known as Investcorp entities/ Acquirer/ Purchaser) vide Agreement dated 29^th April, 2024. Based on the Transaction Documents executed on 29^th April, 2024, the Board of Directors at its Meeting held on 17^th September, 2024 approved the final consideration of ' 888.42 Crores payable by Investcorp entities for the acquisition of Technology Business of the Company.

4. The Board of Directors at its 120^th Meeting held on 17^th September, 2024 has accorded its in-principle approval subject to approval of shareholders and required authorities as may be required in this regard, to enter into a binding offer and pursue final discussions and/or negotiations with CL Educate Limited for the sale of the Digital Examination Business (DEX) (“Project Matrix").

5. The Board of Directors, at its 123^rd Board Meeting held on 06^th December, 2024, accorded its approval towards declaration of following interim dividends, payable to shareholders whose names appeared in

the Register of Members maintained by the Company/ List of Beneficial Owners as received from the Depository/RTA as on 6^th December, 2024:

a) An interim dividend of ' 4.50/- [4.5]% per share on 7% Seven-Year Cumulative Redeemable Preference Shares of ' 100 each, aggregating to ' 4,50,00,000/- (Rupees Four Crores and Fifty lakhs Only).

b) An interim dividend of ' 4.50/- [4.5]% per share on the Series 'A', 7%, Seven Years, Cumulative Optionally Convertible Redeemable Preference Shares of ' 100 each, aggregating to ' 5,08,50,000/- (Rupees Five Crores Eight Lacs and Fifty Thousand Only).

c) An interim dividend of ' 450/- [4500]% per equity share on the fully paid equity share capital aggregating to ' 450,00,04,500 (Rupees Four Hundred Fifty Crores Four Thousand and Five Hundred Only).

6. The Equity Shareholders at its ExtraOrdinary General Meeting held at a shorter notice on 27^th December, 2024 accorded its approval, based on the approval provided by Board of Directors at its 124^th Board Meeting held on 26^th December, 2024, to purchase the Company's own equity shares (hereinafter referred to as the "Buyback") of up to 10,31,499 (Ten Lacs Thirty-One Thousand Four Hundred and Ninety-Nine only) fully paid up Equity Shares (“Offer Shares") of the face value of ' 10/- (Rupees Ten) each, at a price not exceeding ' 527 (Rupees Five Hundred and Twenty-Seven only) per equity share (the "Buyback Offer Price") payable in cash, for an aggregate amount not exceeding ' 54.36 Crores (Rupees Fifty Four Crores Thirty Six Lacs only) (the "Buyback Offer Size"), being more than 10% but less than 25% of the total paid- up Equity Share Capital and free reserves of the Company as per the latest Unaudited Financial Statements (limited review) of the Company as on 30^th September, 2024, from all the existing Equity Shareholders of the Company whose name appears in the Register of Members/ Beneficial Owners as on 27^th December, 2024 (“Record Date"), within the limits as prescribed under the Act, through the Tender Offer mechanism.

7. The Board of Directors at its 124^th Board Meeting held on 26^th December, 2024 had approved Partial Redemption of Series 'A', 7% Seven Years, Cumulative Optionally Convertible Redeemable Preference Shares of ' 100/- (Rupees One Hundred Only) each amounting upto ' 30,00,00,000 (Rupees Thirty Crores Only), in one or more tranches. Further it was approved that the sum of upto ' 30,00,00,000 (Rupees Thirty Crores Only), be redeemed out of the profits of the Company and transferred to the Capital Redemption Reserve Account.

The terms of Series 'A', 7%, Seven Years, Cumulative Optionally Convertible Redeemable Preference Shares be modified for early redemption, with the consent of the preference shareholders, and in compliance with the applicable provisions of the Act, the relevant rules framed thereunder.

10,00,000 Series 'A', 7%, Seven Years, Cumulative Optionally Convertible Redeemable Preference Shares of ' 100/- (Rupees One Hundred Only) amounting to ' 10,00,00,000 (Rupees Ten Crores Only) were redeemed during the period under review. On 20^th January, 2025, the Company has paid a dividend on the said preference shares amounting to ' 11.58 Lacs.

8. The Board of Directors at its 124^th Board Meeting held on 26^th December, 2024 declared an interim dividend, at the rate of ' 225/- i.e. [2250]% per equity shares on the paid-up equity share capital (on 89,68,511 outstanding equity shares, after giving effect to the buy back), aggregating to ' 201,79,14,975 (Rupees Two Hundred One Crores Seventy-Nine Lacs Fourteen Thousand Nine Hundred and Seventy- Five only) that was to be funded from the remaining retained earnings balance (i.e. balance in the profit and loss account) lying upto 30^th September, 2024, after payment of first interim dividend amounting to ' 450 Crores (funded out of retained earnings), and payment of ' 54.36 Crores towards buy back of 10,31,499 equity shares of the Company (funded out of the general reserves), to those shareholders whose name appeared on the Register of Members maintained by the Company/List of Beneficial Owners as received from the Depositories/RTA on 03^rd January, 2025.

9. The Board of Directors at its 126^th Board Meeting held on 12^th February, 2025, accorded its approval towards declaration of following interim dividends, payable to shareholders whose names appeared in the Register of Members maintained by the Company/ list of beneficial owners as received from the Depository/RTA as on 7^th February, 2025: -

a. An interim dividend on 7% Seven Years Cumulative Redeemable Preference Shares of ' 100 each, aggregating to ' 1,36,84,930/- (Rupees One Crores Thirty Six Lacs Eighty-Four Thousand Nine Hundred and Thirty Only).

b. An interim dividend on Series 'A' 7% Seven Years, Cumulative Optionally Convertible Redeemable Preference Shares of ' 100 each, aggregating to ' 1,40,95,479 (Rupees One Crores Forty Lacs Ninety- Five Thousand Four Hundred and Seventy Nine Only).

c. An interim dividend of ' 11/- [110]% per equity share on the fully paid equity share capital aggregating to ' 9,86,53,621 ((Rupees Nine Crores Eighty-Six Lacs Fifty-Three Thousand Six Hundred Twenty-One Only).

10. The Company had entered into a Share Purchase Agreement dated 31^st January, 2025 (as amended) executed amongst the Company, NSE Investments Limited and CL Educate Limited (“the Share Purchase Agreement"). Pursuant to the provisions contained in Share Purchase Agreement, Section 56 of the Act read with the Companies (Share Capital and Debentures) Rules, 2014 and other relevant provisions, the Board of Directors at its 127^th Board Meeting held on 20^th February, 2025, approved and took on record the sale and transfer of 89,68,511 (Eighty-Nine Lacs Sixty-Eight Thousand Five Hundred and Eleven) equity shares of ' 10 each, 1,00,00,000 (One Crore) 7% Seven Years, Cumulative Redeemable Preference shares of ' 100 each and 1,03,00,000 (One Crore Three Lacs) Series 'A' 7%, Seven Years, Cumulative Optionally Convertible Redeemable Preference shares of ' 100 each, to CL Educate Limited and its nominee shareholders.

The Board also the approved the transfer of 1,000 equity shares held by the Company

in NSE Foundation to NSE Investments Limited, upon and subject to the receipt of the necessary approvals from the Securities and Exchange Board of India by NSE Investments Limited for the purchase of such shares of NSE Foundation from the Company, at a price to be determined based on the valuation report to be obtained by NSE Investments Limited at the time of the transfer of shares.

11. The Equity and Preference Shareholders at their respective Extra-Ordinary General Meeting held on 03^rd March, 2025 accorded their approval pursuant to Section 66 of the Act read with National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016, and all such laws as may be applicable from time to time, and in accordance with the Memorandum of Association and the Articles of Association (Article 72) of the Company and subject to the approval of the Hon'ble National Company Law Tribunal ('NCLT'), Mumbai Bench and any other statutory authorities, as the case may be, for reduction of preference share capital of up to 2,03,00,000 (Two Crores and Three Lacs) shares at face value of ' 100 (Rupees One Hundred) per preference share of the Company, by paying an aggregate consideration of up to and not exceeding ' 203,00,00,000 (Rupees Two Hundred and Three Crores) to preference shareholders of the Company by debiting the preference share capital and crediting cash and bank account thereby resulting in reduction of the issued, subscribed and paid-up preference share capital of the Company and the balance preference shares, if any, shall remain outstanding.

12. The Equity Shareholders at its ExtraOrdinary General Meeting held on 12^th March, 2025 approved the following special businesses: -

a. Change in the Name of the Company and consequent alteration to the Memorandum and Articles of Association of the Company.

The members accorded their approval pursuant to the provisions of Sections 4, 5, 13, 14 and other applicable provisions, if any, of the Act and Rules made thereunder to change the name of the Company from “NSEIT Limited" to “DEXIT Global Limited" and consequent alteration to the Memorandum and Articles of Association of the Company.

b. To create mortgage/ charge/ hypothecation/ pledge etc. on the Company's assets/ properties etc. under Section 180(1)(a) of the Act.

The members accorded their approval pursuant to the provisions of Section 180(1)

(a) and other applicable provisions, if any, of the Act read with Rules made thereunder to create security by way of mortgage, hypothecation, charge, pledge, by whatever name called, on the assets and properties of the Company, movable or immovable, tangible or intangible, present or future, wherever situated, in favour of the lender(s), for securing the Company's or its Group Companies' borrowings, credit facilities, financial assistance by whatever name called, taken/ to be taken from any particular lender upto a limit of ' 3,50,00,00,000/- (Rupees Three Hundred and Fifty Crores Only) or upto the limits specified under Section 180(1)(a) of the Act, as may be amended from time to time, whichever is higher.

To,

The Members,

DEXIT Global Limited (Formerly NSEIT Limited)

Regd. Office: 502, 5^th Floor, Skyline Icon, Andheri-Kurla Rd.,

Andheri East, Mumbai, Maharashtra- 400059.

Our Secretarial Audit Report of even date is to be read along with this letter.

1. The Company's Management is responsible for maintenance of secretarial records and compliance with the provisions of corporate and other applicable laws, rules, regulations and standards. Our responsibility is to express an opinion on the secretarial records produced for our audit.

2. We have followed such audit practices and processes as we considered appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records.

3. We have considered compliance related actions taken by the Company as being in compliance with law.

4. We have verified the secretarial records furnished to us on a test basis to see whether the correct facts are reflected therein. We have also examined the compliance procedures followed by the Company. We believe that the processes and practices we followed, provide a reasonable basis for our opinion.

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

6. We have obtained the Management's representation about the compliance of laws, rules and regulations and happening of significant events, wherever required.

7. Our Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

Pursuant to Section 135(1) of the Companies Act, 2013 (“the Act") read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors has constituted a CSR Committee. The Board has framed a CSR Policy and modified it in accordance with the provisions of Section 135 of Act read with rules made thereunder, as amended. The said policy is placed on the website of the Company and is available on the web link:

http://www.cleducate.com/policies/CL%20Educate%20Limited CSR%20Policy.pdf .