Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

CL Educate Limited

Meeting Details

  • Date: Tuesday, September 29, 2026
  • Time: 11:00 AM to 11:45 AM (IST)
  • Location: Conducted through two-way Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
  • Meeting Type: 30th Annual General Meeting

Attendance Details

Directors Present:

  • Mr. Satya Narayanan R - Chairman & Executive Director
  • Mr. Gautam Puri - Vice Chairman & Managing Director
  • Mr. Nikhil Mahajan - Executive Director & Group CEO-Enterprise Business
  • Mr. Girish Shivani - Non-Executive Independent Director
  • Mr. Imran Jafar - Non-Executive Non-Independent Director

Key Managerial Personnel Present:

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

Other Representatives Present:

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

Shareholder Participation:

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

Proposed Resolutions and Implications

Five ordinary resolutions were proposed for shareholder approval:

1. Adoption of Audited Financial Statements for the financial year ended March 31, 2026

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

3. Re-appointment of Mr. Imran Jafar (DIN: 03485628) as Non-Executive Non-Independent Director

4. Ratification of remuneration payable to M/s Sunny Chhabra and Co. (Firm Registration Number: 101544) as Cost Auditor for FY 2026-27

5. Approval of overall maximum remuneration payable to Non-Executive Directors for three years from April 01, 2027 to March 31, 2030

Voting Process and Methods

The voting process included:

  • Remote e-voting period: September 24, 2026 (09:00 AM) to September 28, 2026 (05:00 PM)
  • E-voting during AGM: Available for members who hadn't voted remotely
  • Scrutinizer: Mr. Devesh Kumar Vasisht, Managing Partner of DPV & Associates LLP
  • Cut-off date: September 22, 2026
  • Total paid-up share capital: Rs. 27,14,64,735 divided into 5,42,92,947 equity shares of Rs. 5 each

Key Voting Outcomes

Resolution 1 - Adoption of Financial Statements:

  • Total valid votes: 3,57,04,061
  • Votes in favor: 3,56,93,787 (99.9712%)
  • Votes against: 10,274 (0.0288%)
  • Invalid votes: 0

Resolution 2 - Re-appointment of Mr. Nikhil Mahajan:

  • Total valid votes: 3,57,04,061
  • Votes in favor: 3,56,93,274 (99.9698%)
  • Votes against: 10,787 (0.0302%)
  • Invalid votes: 0

Resolution 3 - Re-appointment of Mr. Imran Jafar:

  • Total valid votes: 3,57,04,061
  • Votes in favor: 3,56,93,274 (99.9698%)
  • Votes against: 10,787 (0.0302%)
  • Invalid votes: 0

Resolution 4 - Ratification of Cost Auditor Remuneration:

  • Total valid votes: 3,57,04,061
  • Votes in favor: 3,56,93,274 (99.9698%)
  • Votes against: 10,787 (0.0302%)
  • Invalid votes: 0

Resolution 5 - Non-Executive Director Remuneration:

  • Total valid votes: 3,57,04,061
  • Votes in favor: 3,56,93,274 (99.9698%)
  • Votes against: 10,787 (0.0302%)
  • Invalid votes: 0

Category-wise Voting Breakdown (All Resolutions):

  • Promoter and Promoter Group: 28,022,400 votes cast (99.7995% of their holding), all in favor
  • Public Institutions: 4,230,068 votes cast (100% of their holding), all in favor
  • Public Non-Institutions: 3,451,593 votes cast (15.7003% of their holding), with 99.6874-99.7023% in favor across resolutions

Scrutinizer's Role and Findings

Mr. Devesh Kumar Vasisht was appointed scrutinizer on August 04, 2026. His key findings:

  • The e-voting process was scrutinized in a fair and transparent manner
  • Data was reconciled with records maintained by KFin Technologies Limited (RTA)
  • No shareholder used both remote e-voting and e-voting at AGM
  • The e-voting platform was disabled after the voting period ended
  • Votes were unblocked in the presence of two independent witnesses (Mr. Mukesh Sharma and Mr. Parveen Kumar)
  • Detailed registers were maintained containing voting results

Compliance Confirmation

The company confirmed compliance with:

  • Companies Act, 2013 and Rules made thereunder
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA Circulars Nos. 14/2020, 17/2020, 20/2020, 02/2021, 21/2021, 10/2022, 09/2023, 09/2024 and 03/2025
  • SEBI Circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 05, 2023, October 07, 2023 and October 03, 2024
  • Secretarial Standard-2 on General Meetings
  • Newspaper advertisements were published in Financial Express (English) and Dainik Bhaskar (Hindi) on September 7, 2026

Additional Information

  • The Annual Report 2025-26 was sent to all shareholders via email or physical letter with website access details
  • Various registers (Directors and KMP shareholding, Contracts and Arrangements, ESOP Scheme certificate) were kept open for e-inspection during the AGM
  • The scrutinizer's report and voting results will be uploaded on the company website (www.cleducate.com) and KFin website (https://evoting.kfintech.com/) within 2 working days