Meeting Details

The 30th Annual General Meeting of CL Educate Limited was held on Tuesday, September 29, 2026, from 11:00 A.M. to 11:45 A.M. IST through two-way video conferencing and other audio-visual means, hosted at the company's registered office at A-45 First Floor, Mohan Co-operative Industrial Estate, New Delhi - 110044, India.

Attendance Details

Directors Present:

  • Mr. Satya Narayanan R (Chairman & Executive Director, Member of CSR Committee)
  • Mr. Gautam Puri (Vice Chairman & Managing Director, Member of Audit Committee, CSR Committee, Stakeholders' Relationship Committee)
  • Mr. Nikhil Mahajan (Executive Director & Group CEO Enterprise Business, Member of Stakeholders' Relationship Committee)
  • Mr. Girish Shivani (Non-Executive Independent Director, Chairman of Audit Committee, Chairman of Stakeholders' Relationship Committee, Chairman of CSR Committee, Member of NRC Committee)
  • Mr. Imran Jafar (Non-Executive Non-Independent Director, Member of NRC Committee)

Company Officials in Attendance:

  • Mr. Arjun Wadhwa (Chief Financial Officer)
  • Ms. Rachna Sharma (Company Secretary and Compliance Officer)

Auditors & Scrutinizer Present:

  • Mr. Neeraj Goel (Partner, M/s. Walker Chandiok & Co. LLP, Statutory Auditors)
  • Mr. Varun Khanna (Director, M/s. Walker Chandiok & Co. LLP, Statutory Auditors)
  • Mr. Vishwanath (Designated Partner, M/s. Sharma and Trivedi LLP, Secretarial Auditor)
  • Mr. Devesh Kumar Vasisht (Managing Partner, M/s. DPV & Associates LLP, Scrutinizer)

Members Attendance:

  • Promoters and Promoter Group: 8 members holding 1,90,56,188 shares (35.09883% of paid-up capital)
  • Public: 39 members holding 17,57,421 shares (3.23692% of paid-up capital)
  • Total: 47 members holding 2,08,13,609 shares (38.33575% of paid-up capital)

Proceedings Summary

The meeting was chaired by Mr. Satya Narayanan R who presided over the AGM. The Chairman introduced all attendees and noted the absence of Independent Directors Ms. Madhumita Ganguli, Mr. Sanjay Tapriya, Professor Piyush Sharma, and Mr. Yatrik Vin. Mr. Sanjay Tapriya, Chairman of the NRC Committee, had authorized Mr. Girish Shivani to respond to shareholder queries addressed to the Committee.

Ms. Rachna Sharma confirmed procedural compliance, including:

  • Availability of Register of Directors and Key Managerial Personnel and their Shareholding for e-inspection
  • Availability of Register of Contracts or Arrangements in which Directors are interested for e-inspection
  • Availability of Certificate dated July 21, 2026 from Secretarial Auditor confirming ESOP Scheme compliance with SEBI regulations
  • Distribution of Annual Report 2025-26 to all members via email or physical letter with web-link
  • Confirmation of requisite quorum presence

The Chairman delivered a speech highlighting the company's financial and business performance during FY 2025-26 and the roadmap ahead, with the recording to be made available on the company website post-meeting.

Voting Process

Remote e-voting was available from September 24, 2026 (09:00 A.M. IST) to September 28, 2026 (05:00 P.M. IST) for members holding shares as of the Cut-Off Date (September 22, 2026). E-voting was also available during the AGM for members who had not voted remotely. Mr. Devesh Kumar Vasisht was appointed as Scrutinizer to oversee the e-voting process.

Resolutions Passed

Based on the Scrutinizer's Report dated September 29, 2026, all resolutions were duly passed with requisite majority:

Ordinary Business:

1. Adoption of Audited Financial Statements for FY ended March 31, 2026 - Approved both Standalone and Consolidated Financial Statements along with Statutory Auditor and Board of Directors reports.

2. Re-appointment of Mr. Nikhil Mahajan (DIN: 00033404) - Re-appointed as Executive Director and Group CEO-Enterprise Business who retired by rotation.

3. Re-appointment of Mr. Imran Jafar (DIN: 03485628) - Re-appointed as Non-Executive Non-Independent Director who retired by rotation.

Special Business:

4. Ratification of remuneration for Cost Auditor - Approved remuneration of up to ₹1,40,000/- plus applicable taxes and reimbursement of out-of-pocket expenses for M/s. Sunny Chhabra and Co. (Firm Registration No. 101544) as Cost Auditor for FY 2026-27.

5. Approval of maximum remuneration for Non-Executive Directors - Approved overall maximum remuneration framework for Non-Executive Directors for three financial years from April 1, 2027 to March 31, 2030:

  • In case of adequate profits: Up to 1% of Net Profits of the company computed as per Section 198 of Companies Act, 2013
  • In case of inadequate or no profits: Remuneration not exceeding limits prescribed under Schedule V of the Act
  • This remuneration is over and above sitting fees and expense reimbursements for Board and Committee meetings