Board Meeting Details

The meeting of the Board of Directors commenced at 01:45 PM and concluded at 06:00 PM on November 03, 2026.

Key Decisions Approved

1. Fund Raising through Non-Convertible Debentures

  • Approved proposal for raising funds aggregating up to ₹140 Crore (Rupees One Hundred Forty Crore Only)
  • Initial issuance of ₹100 Crore (Rupees One Hundred Crore Only) through Non-Convertible Debentures (NCDs) to identified investors on private placement basis
  • Purpose: Refinancing existing acquisition debt
  • Balance amount of up to ₹40 Crore (Rupees Forty Crore Only) to be raised in due course

NCD Issue Details:

  • Type: Listed, Rated, Senior, Secured, Redeemable, Taxable, Transferable Non-Convertible Debentures
  • Face value: ₹1,00,000/- per NCD
  • Total number: 10,000 NCDs
  • Total issue size: ₹100,00,00,000/- (Indian Rupees Hundred crores only)
  • Listing: Proposed on wholesale debt segment of BSE Limited
  • Tenure: 50 months from Deemed Date of Allotment
  • Deemed Date of allotment: 25% November 2026
  • Date of maturity: 25 January 2031
  • Coupon rate: 11.90% per annum
  • Coupon payment frequency: Monthly (25th of every month)
  • Additional coupon of 2% p.a. payable in case of payment delay beyond three months

Principal Repayment Schedule:

The NCDs feature a structured repayment schedule with varying percentages from February 2027 through January 2031:

  • 05-02-2027: ₹3.80 crore (3.80%)
  • 05-05-2027: ₹3.80 crore (3.80%)
  • 05-08-2027: ₹3.80 crore (3.80%)
  • 05-11-2027: ₹3.80 crore (3.80%)
  • 05-02-2028: ₹3.80 crore (3.80%)
  • 05-05-2028: ₹5.70 crore (5.70%)
  • 05-08-2028: ₹5.70 crore (5.70%)
  • 05-11-2028: ₹5.70 crore (5.70%)
  • 05-02-2029: ₹5.70 crore (5.70%)
  • 05-05-2029: ₹6.65 crore (6.65%)
  • 05-08-2029: ₹6.65 crore (6.65%)
  • 05-11-2029: ₹6.65 crore (6.65%)
  • 05-02-2030: ₹6.65 crore (6.65%)
  • 05-05-2030: ₹7.91 crore (7.91%)
  • 05-08-2030: ₹7.91 crore (7.91%)
  • 05-11-2030: ₹7.91 crore (7.91%)
  • 05-01-2031: ₹7.91 crore (7.91%)
  • Total: ₹100 crore (100%)

Security Coverage:

  • First ranking pari passu charge on entire movable fixed assets and current assets including book debts, trade receivables, contracts, stock, inventory, cash equivalents, supplier advances, trademarks/IP, intangible assets
  • First ranking pari passu mortgage on identified immovable properties of the Company and Corporate Guarantor(s)
  • Pledge of Company's 70% equity shareholding in Dexit Global Limited on fully diluted basis
  • General lien and set-off right on all assets of the Company
  • Restriction on transfer/sale/assignment of secured assets without prior consent
  • Demand promissory note and letter of continuity

Existing Lenders:

Piramal Finance Ltd, Hero Fincorp Ltd, Oxyzo Financial Services Ltd, Poonawalla Fincorp Ltd, HDFC Bank Ltd, IndusInd Bank Ltd

Corporate Guarantee:

Unconditional and Irrevocable Corporate Guarantee by Career Launcher Infrastructure Pvt Ltd (100% subsidiary) against property bearing Diverted Land vide Khasra Nos. 212, 244/4, 244/1, 244/13, 244/16 (part), 244/17, 244/18 and 244/23, P.C. No.119, Planet City, Village Mujgahan, Old Dhamtari Road, Tehsil & District Raipur (C.G.) - 492015

2. Financial Results Approval

  • Approved Unaudited Financial Results (Standalone & Consolidated) for quarter and half year ended September 30, 2026
  • Results reviewed and recommended by Audit Committee
  • Statutory Auditor issued Limited Review Report with unmodified opinion

Standalone Financial Performance (₹ in lacs)

As at September 30, 2026:

  • Total Assets: ₹59,827.76 lacs (Mar 31, 2026: ₹78,610.41 lacs)
  • Total Equity: ₹22,116.03 lacs (Mar 31, 2026: ₹22,959.59 lacs)
  • Non-current liabilities: ₹16,794.21 lacs (Mar 31, 2026: ₹18,613.45 lacs)
  • Current liabilities: ₹20,917.52 lacs (Mar 31, 2026: ₹37,037.37 lacs)

Q2 FY27 Performance:

  • Revenue from operations: ₹5,033.58 lacs
  • Other income: ₹344.50 lacs
  • Total income: ₹6,385.77 lacs
  • Total expenses: ₹7,170.08 lacs
  • Loss before tax: ₹(935.22) lacs
  • Tax expense: ₹(62.45) lacs
  • Loss for the period: ₹(935.22) lacs

H1 FY27 Performance:

  • Revenue from operations: ₹7,408.04 lacs
  • Other income: ₹470.17 lacs
  • Total income: ₹7,538.15 lacs
  • Total expenses: ₹15,646.55 lacs
  • Loss before tax: ₹(8,155.57) lacs
  • Tax expense: ₹(75.73) lacs
  • Loss for the period: ₹(8,155.57) lacs

Consolidated Financial Performance (₹ in lacs)

As at September 30, 2026:

  • Total Assets: ₹76,494.27 lacs
  • Total Equity: ₹26,108.06 lacs (including non-controlling interest of ₹(293.75) lacs)
  • Non-current liabilities: ₹21,266.89 lacs
  • Current liabilities: ₹29,410.32 lacs

Q2 FY27 Performance:

  • Revenue from operations: ₹16,966.42 lacs
  • Other income: ₹333.93 lacs
  • Total income: ₹17,300.35 lacs
  • Total expenses: ₹15,667.48 lacs
  • Profit before exceptional items and tax: ₹1,632.87 lacs
  • Exceptional items: ₹(323.99) lacs (impairment loss)
  • Profit before tax: ₹1,308.88 lacs
  • Tax expense: ₹484.28 lacs
  • Profit for the period: ₹824.60 lacs
  • Earnings per share (basic): ₹1.52

H1 FY27 Performance:

  • Revenue from operations: ₹29,717.34 lacs
  • Other income: ₹795.60 lacs
  • Total income: ₹30,512.94 lacs
  • Total expenses: ₹28,857.16 lacs
  • Profit before exceptional items and tax: ₹1,655.78 lacs
  • Exceptional items: ₹(323.99) lacs
  • Profit before tax: ₹1,331.79 lacs
  • Tax expense: ₹673.89 lacs
  • Profit for the period: ₹657.90 lacs

Segment-wise Performance (H1 FY27)

EdTech:

  • Revenue: ₹8,351.64 lacs
  • Segment result: ₹1,074.53 lacs

MarTech:

  • Revenue: ₹9,191.75 lacs
  • Segment result: ₹323.68 lacs

DEX:

  • Revenue: ₹12,173.94 lacs
  • Segment result: ₹2,249.50 lacs

Legal and Regulatory Matters

GST Demand - Holding Company:

  • Received demand order u/s 74 CGST Act 2017 for ₹1,281.00 Lacs related to supply of books as part of composite supply of commercial coaching services
  • Includes additional penalty equal to demand amount
  • Company appealed against order; appeal rejected by appropriate authority
  • Company filed appeal in GSTAT based on similar favorable Supreme Court ruling under Service Tax regime
  • No provision made in financial statements

GST Demand - CL Media Private Limited:

  • Order dated December 26, 2025 raising demand for tax and penalty amounting to ₹1,686.59 Lacs
  • Pertaining to period FY18-19 to FY21-22
  • CL Media merged into CL Educate in March 2022
  • Matter appealed with relevant authorities
  • No provision taken based on legal counsel advice

Corporate Actions

Equity Share Allotment:

  • Allotted 68,989 equity shares of ₹5 each during Q2 FY27
  • Paid-up equity share capital increased to ₹2,714.65 lacs

DEXIT Global Limited Preference Share Redemption:

  • NCLT approved reduction of preference share capital vide Order dated July 9, 2026
  • DEXIT redeemed preference shares held by Company aggregating ₹20,300 lakhs
  • From redemption proceeds, Company settled balance consideration payable to NSE Investments Limited for acquisition of DEXIT on August 18, 2026

Registered Office Shift:

  • Board approved shifting Registered Office from Delhi to Maharashtra on June 05, 2026
  • Shareholders and Central Government approval obtained
  • Regional Director, Northern Region approved shifting vide Order dated October 13, 2026
  • ROC Mumbai approved Form INC-22 on November 02, 2026
  • Registered Office now stands shifted to State of Maharashtra

Scheme of Amalgamation:

  • Board approved Scheme of Amalgamation of DEXIT Global Limited (wholly owned subsidiary) with Company on October 19, 2026
  • Under Sections 230 to 232 of Companies Act, 2013
  • No shares will be issued as DEXIT is wholly owned
  • Subject to NCLT and regulatory approvals
  • No effect given in financial results pending approvals

Impairment Recognition

  • Company tested carrying values of investment in subsidiaries for impairment in accordance with Ind AS 36
  • Recoverable amount of one subsidiary lower than carrying amount
  • Impairment loss of ₹352.44 lacs recognized under Exceptional items in standalone results
  • Goodwill impairment of ₹323.99 lacs recognized in consolidated results

Auditor's Review

  • Walker Chandiok & Co LLP conducted limited review of financial results
  • No qualifications in their report
  • Reliance placed on review reports of other auditors for five subsidiaries
  • Six subsidiaries' results not reviewed by their auditors but considered not material to Group

Press Release Highlights

  • Q2 FY27 consolidated revenue: ₹169.7 crore (3% YoY growth)
  • Q2 FY27 net profit: ₹8.2 crore (59% YoY growth)
  • H1 FY27 Operating EBITDA: ₹48.9 crore (19% growth) with margin expansion of 315 bps to 16.5%
  • Finance costs reduced 46% YoY in Q2 FY27 to ₹7.2 crore
  • Refinancing through listed NCDs underway for debt reduction
  • Business segments: EdTech, MarTech, and DEX all EBITDA-positive

Additional Information

  • The information will be hosted on Company's website at www.cleducate.com
  • Filing made pursuant to Regulation 30 and other applicable provisions of SEBI Listing Regulations
  • Reference to SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated January 30, 2026