CL Educate Ltd. के अकाउंट के लिये नोट

Mar 31, 2025

(xviii) Provisions

Provisions are recognised when the Company has
a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow
of resources embodying economic benefits will
be required to settle the obligation and a reliable
estimate can be made of the amount of the
obligation. When the Company expects some or
all of a provision to be reimbursed, for example,
under an insurance contract, the reimbursement
is recognised as a separate asset, but only
when the reimbursement is virtually certain.
The expense relating to a provision is presented
in the standalone statement of profit and loss,
net of any reimbursement. These estimates are
reviewed at each reporting date and adjusted to
reflect current best estimates.

If the effect of the time value of money is material,
provisions are discounted using a current pre¬
tax rate that reflects, when appropriate, the risks
specific to the liability. When discounting is used,
the increase in the provision due to the passage
of time is recognised as a finance cost.

(xix) Contingent liabilities

A contingent liability is a possible obligation that
arises from past events whose existence will be
confirmed by the occurrence or non-occurrence
of one or more uncertain future events beyond the

control of the Company or a present obligation
that is not recognised because it is not probable
that an outflow of resources will be required to
settle the obligation. A contingent liability also
arises in extremely rare cases where there is
a liability that cannot be recognised because
it cannot be measured reliably. The Company
does not recognize a contingent liability but
discloses its existence in the financial statements.
Contingent assets are only disclosed when it is
probable that the economic benefits will flow to
the entity.

(xx) Earnings per share

Basic earnings/ (loss) per share are calculated
by dividing the net profit or loss for the year
attributable to equity shareholders by the
weighted average number of equity shares
outstanding during the year. The weighted average
number of equity shares outstanding during the
year is adjusted for events, other than conversion
of potential equity shares, that have changed the
number of equity shares outstanding without a
corresponding change in resources.

For the purpose of calculating diluted earnings/
(loss) per share, the net profit or loss for the period
attributable to equity shareholders and the
weighted average number of shares outstanding
during the period are adjusted for the effects of
all dilutive potential equity shares except where
result would be antidilutive.

(xxi) Investment in subsidiaries and associate

An investor, regardless of the nature of its
involvement with an entity (the investee), shall
determine whether it is a parent by assessing
whether it controls the investee. An investor
controls an investee when it is exposed, or has
rights, to variable returns from its involvement
with the investee and has the ability to affect
those returns through its power over the investee.

Thus, an investor controls an investee if and only
if the investor has all the following:

a) power over the investee;

b) exposure, or rights, to variable returns from
its involvement with the investee; and

c) the ability to use its power over the investee
to affect the amount of the investor''s returns.

An associate is an entity over which the Company
has significant influence. Significant influence
is the power to participate in the financial and
operating policy decisions of the investee, but not
control or joint control over those policies. The
considerations made in determining significant
influence are similar to those necessary to
determine control over subsidiaries.

The Company has elected to recognise its
investments in subsidiary and associate
companies at cost in accordance with the
option available in Ind AS 27, ''Separate Financial
Statements''.

Investments carried at cost is tested for
impairment as per Ind-AS 36.

(xxii) Service Delivery Expenses

These expenses are attributable to the delivery
of core services by the Company in both its
segments. The expenses are recognized as per
the following policy:

a) Expense related to project and franchisee
expenses are recognised in line with the
revenue recognition i.e. over the period
of contract in proportion to the stage of
completion of the services at the reporting
date. The stage of completion is assessed by
reference to the curriculum.

b) Expenses related to faculty, communication,
digital learning support and others are
recognised as and when they are incurred.

(xxiii) Classification of refund liabilities:

Company has a policy to sell its sell it books
and study material to the customers with a right
of return. The Company has recognised refund
liability in respect of customer''s right to return
the product in accordance with Ind AS 115.

The Company has concluded that the
arrangement for return is executory as there
is no obligation to deliver cash until the goods
are returned. Accordingly, the Company has

presented its refund liabilities as ''other current
liabilities''.

(xxiv) Material management judgement in
applying accounting policies and estimation
uncertainty

The preparation of the Company''s standalone
financial statements requires management to
make judgements, estimates and assumptions
that affect the reported amounts of revenues,
expenses, assets and liabilities, and the
accompanying disclosures, and the disclosure
of contingent liabilities at the date of the
standalone financial statements. Estimates and
assumptions are continuously evaluated and
are based on management''s experience and
other factors, including expectations of future
events that are believed to be reasonable under
the circumstances.

Uncertainty about these assumptions and
estimates could result in outcomes that require
a material adjustment to the carrying amount of
assets or liabilities affected in future periods.

In particular, the Company has identified the
following areas where material judgements,
estimates and assumptions are required.
Further information on each of these areas and
how they impact the various accounting policies
are described below and also in the relevant
notes to the financial statements. Changes in
estimates are accounted for prospectively.

i) Judgements

In the process of applying the Company''s
accounting policies, the management has made
the following judgements, which have the most
material effect on the amounts recognised in the
standalone financial statements:

a) Contingencies

Contingent liabilities may arise from the
ordinary course of business in relation to
claims against the Company, including legal,
contractor, land access and other claims. By
their nature, contingencies will be resolved
only when one or more uncertain future
events occur or fail to occur. The assessment
of the existence, and potential quantum,

of contingencies inherently involves the
exercise of material judgments and the
use of estimates regarding the outcome of
future events.

b) Recognition of deferred tax assets

The extent to which deferred tax assets can
be recognised is based on an assessment of
the probability that future taxable income
will be available against which the deductible
temporary differences and tax loss carry¬
forward can be utilised. In addition, material
judgement is required in assessing the
impact of any legal or economic limits or
uncertainties in various tax jurisdictions.

ii) Estimates and assumptions

The key assumptions concerning the future and
other key sources of estimation uncertainty at
the reporting date that have a significant risk of
causing a material adjustment to the carrying
amounts of assets and liabilities within the
next financial year, are described below. The
Company based its assumptions and estimates
on parameters available when the standalone
financial statements were prepared. Existing
circumstances and assumptions about future
developments, however, may change due to
market change or circumstances arising beyond
the control of the Company. Such changes are
reflected in the assumptions when they occur.

a) Useful lives of tangible/intangible assets

The Company reviews its estimate of the
useful lives of tangible/intangible assets at
each reporting date, based on the expected
utility of the assets.

b) Defined benefit obligation

The cost of the defined benefit plan and
other post-employment benefits and
the present value of such obligation are
determined using actuarial valuations. An
actuarial valuation involves making various
assumptions that may differ from actual
developments in the future. These include
the determination of the discount rate,
future salary increases, mortality rates
and future pension increases. In view of
the complexities involved in the valuation

and its long-term nature, a defined benefit
obligation is highly sensitive to changes in
these assumptions. All assumptions are
reviewed at each reporting date.

c) Inventories

The Company estimates the net realisable
values of inventories, taking into account
the most reliable evidence available at each
reporting date. The future realisation of
these inventories may be affected by future
technology or other market-driven changes
that may reduce future selling prices.

d) Impairment of non-financial assets and
goodwill

In assessing impairment, Company estimates
the recoverable amount of each asset or
cash-generating units based on expected
future cash flows and uses an interest rate
to discount them. Estimation uncertainty
relates to assumptions about future
operating results and the determination of
a suitable discount rate.

e) Fair value measurement of financial
instruments

When the fair values of financial assets and
financial liabilities recorded in the Balance
Sheet cannot be measured based on quoted
prices in active markets, their fair value
is measured using valuation techniques
including the DCF model. The inputs to
these models are taken from observable
markets where possible, but where this is
not feasible, a degree of judgment is required
in establishing fair values. Judgements
include considerations of inputs such
as liquidity risk, credit risk and volatility.
Changes in assumptions about these
factors could affect the reported fair value
of financial instruments.

(xxv) Application of new standards and
amendments

The Ministry of Corporate Affairs notified new
standards or amendment to existing standards
under Companies (Indian Accounting Standards)
Rules as issued from time to time. The Company
applied following amendments for the first-time

during the current year which are effective from
April 1, 2024.

a) I nd AS 116 - Lease liability in a sale and
leaseback: The amendments require an
entity to recognise lease liability including
variable lease payments which are not
linked to index or a rate in a way it does
not result into gain on Right of Use asset it
retains. The amendment did not have any
material impact on the financial statements
of the company.

b) I ntroduction of Ind AS 117: MCA notified
Ind AS 117, a comprehensive standard
that prescribe, recognition, measurement
and disclosure requirements, to avoid
diversities in practice for accounting
insurance contracts and it applies to all
companies i.e., to all “insurance contracts"

regardless of the issuer. However, Ind AS
117 is not applicable to the entities which
are insurance companies registered with
IRDAI. The Company has reviewed the new
pronouncements and based on its evaluation
has determined that these amendments
do not have a significant impact on the
Company''s Financial Statements

Notes:

i. Refer note 46 (A) for capital commitments.

ii. The Company has not carried out any revaluation of property, plant and equipment for the year ended 31 March,
2025 and 31 March, 2024.

iii. Certain property, plant and equipment, are subject to charge against secured borrowings of Company, referred in
notes as secured term loans from NBFCs and secured term loans from banks and bank overdrafts. (refer note 23
and 28).

iv. There are no impairment losses recognised during the current year and previous year.

D. Estimation of fair values

The Company obtains independent valuations for each of its investment property by external, independent property
valuers, having appropriate recognised professional qualifications and recent experience in the location and category
of the property being valued.

Fair market value is the amount expressed in terms of money that may be reasonably be expected to be exchanged
between a willing buyer and a willing seller, with equity or both. The valuation by the valuer assumes that Company
shall continue to operate and run the assets to have economic utility.

Valuation technique:

The fair valuation of the subject investment property has been determined based on the Direct Comparison /
Market Approach Approach. Under this method, the value of the property has been assessed with reference to
comparable sale and asking rates of similar properties located in the immediate vicinity and within the same real
estate growth corridor as the subject property. These comparable instances are subject to similar market influences
and development characteristics at the micro-market level.

In arriving at the fair value, necessary adjustments have been made to reflect the specific attributes of the subject
property, taking into account factors such as location advantages, size, amenities, and marketability in comparison
to the identified comparable instances. The unit of comparison applied by the Company is the price per square ft.
(sq ft).

6.2 Significant estimate: key assumptions used for value-in-use calculations

The Company assesses goodwill for impairment annually, or more frequently if indicators of impairment exist. The
recoverable amount of each cash-generating unit (CGU) to which goodwill is allocated is determined using the value-in¬
use method. This involves estimating future cash flows based on financial budgets approved by management covering
a five-year period. Projections beyond this period are extrapolated using estimated long-term growth rates, which are
consistent with industry-specific forecasts and external market data relevant to each CGU''s operations.

The following table sets out the key assumptions for those CGUs that have significant goodwill allocated to them. The
values assigned to the key assumptions represent management''s assessment of future trends in the relevant industries
and have been on historical data from both external and internal sources.

6.3 Impairment of Goodwill

During the current financial year, the management, after a comprehensive evaluation of the Company''s long-term
strategic direction, has decided to discontinue certain product lines/cash-generating units (CGUs), namely Engineering,
Medical, CA, and Bank-SSC. This strategic decision was taken in light of the acquisition of the Company''s subsidiary, DEXIT
Global Limited (formerly NSEIT Limited), which is now well-positioned to independently pursue business opportunities
in the examination and assessment space, including JEE, NEET, Bank-SSC, and CA, without any perceived conflict of
interest — notwithstanding the operations being housed in separate legal entities.

Consequently, the goodwill attributable to the discontinued CGUs has been assessed as impaired, and an impairment loss
has been recognised in the Statement of Profit and Loss in accordance with the requirements of Ind AS 36 - Impairment
of Assets.

Refer Note 57 for more information on Discontinued Operations

Note :

i. During the previous year in last quarter, the Company had approved the divestment of its subsidiaries - ICE
GATE Educational Institute Private Limited to another subsidiary 361 Degree Minds Consulting Private Limited
(“361DM") via issuance of new equity shares of 361DM. The transfer of shares are completed in the current year.
The shares transfered at arm''s length price and and profit incurred on transfer is recognised in the retained earnings
(refer note 22.1).

ii. At the meeting held on August 29, 2024, the Board of Directors had granted approval to the acquisition of 100%
stake in DEXIT Global Limited (formerly NSEIT Limited), for an initial consideration of H 23,179.60 lacs payable in
cash (including working capital adjustments) and certain amount of deferred consideration contingent upon the
realisation of specific assets and achievement of certain business milestones. Overall purchase consideration has
been estimated at fair value of '' 44,370.90 lacs comprising of the following elements:

a) Equity shares : '' 23,179.70 lacs

b) Deferred consideration : '' 2,984.90 lacs

c) Redeemable preference shares: '' 18,206.30 lacs

The Company successfully completed the acquisition on 20^th Feb 2025.

a. Terms and rights attached to equity shares
Voting

Each holder of equity share is entitled to one vote per share held.

Dividends

The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is
subject to approval of the shareholders in ensuing Annual General Meeting except in the case where interim dividend
is distributed. The Company has not distributed any dividend in the current year and previous year.

Liquidation

In the event of liquidation of the Company, the holders of equity shares shall be entitled to receive all of the remaining
assets of the Company, after distribution of all preferential amounts, if any. Such distribution amounts will be in
proportion to the number of equity shares held by the shareholders.

e. Aggregate number of shares issued for consideration other than cash during the period of five years
immediately preceding the reporting date

i. The Company has issued equity shares 1,41,65,678 as fully paid up without payment being received in cash
during the financial years 2019-20 to 2023-24 (previous year: 2018-19 to 2022-23).

ii. The Company has issued equity shares aggregating 33,556 (31 March, 2024: Nil) of '' 10 each fully paid up during
the financial years 2019-20 to 2023-24 (previous year: 2018-19 to 2022-23), on exercise of options granted
under the employee stock option plans wherein part consideration was received in form of employee services.

iii. 2,75,34,156 (previous year: 2,75,34,156) equity shares has been issued by way of bonus shares during the
financial years 2019-20 to 2023-24 (previous year: 2018-19 to 2022-23).

f. 18,46,675 (previous year: 7,97,200) equity shares have been bought back by the Company during the period of five
years immediately preceding the reporting date.

g. Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option of the Company (refer to note 52).

Nature and purpose of other reserves

(i) Retained earnings

Created from profit/loss of the Company, as adjusted for distributions to owners and transfer to other reserve.

(ii) Securities premium reserve

Securities premium has been created upon issue of shares at premium. The reserve shall be utilised in accordance
with the provisions of the Companies Act, 2013.

(iii) General reserve

The Company appropriates a portion to general reserves out of the profits either as per the requirements of the
Companies Act 2013 (''Act'') or voluntarily to meet future contingencies. The said reserve is available for payment of
dividend to the shareholders as per the provisions of the Companies Act, 2013.

(iv) Deemed equity contribution

The Company have received financial guarantee from its promoters.

(v) Share option outstanding account

The Company has an equity-settled share-based payment plan for certain categories of employees of the Company.
Refer to note 52 for further details on these plans.

(vi) Capital reserve

The capital reserve was generated on account of acquisition of erstwhile Paragon classes in the FY 2001-02.

(vii) Capital redemption reserve

As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of
free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to
capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies
Act, 2013.

(viii) Amalgamation Adjustment Reserve

Amalgamation adjustment deficit account is a reserve on account of adjustments of net asset transferred to
amalgamated company, as negative carrying value of net assets transferred, therefore amount presented as
amalgamation adjustment deficit account.

(ix) Remeasurement of defined benefit plans

The Company operates a post-employment defined benefit plan for Gratuity. Plan is governed by the Payment of
Gratuity Act, 1972. Under the Gratuity Act, employees are entitled to specific benefit at the time of retirement or
termination of the employment on completion of five years or death while in employment.

Notes:

i. Vehicle loan from banks

Vehicle loan from banks are secured against hypothecation of concerned vehicles. The vehicle loan from banks carry
interest rate in the range of 7.90% to 9.18 % per annum (31 March, 2024 : 7.90% to 9.18 % per annum). The weighted
average remaining tenure for these loans are 3.06 years (31 March, 2024 : 3.33 years); with a total equal monthly
installment of '' 2.73 lacs per month (31 March, 2024 : '' 2.88 lacs per month).

ii. Secured vehicle loan from NBFC

Vehicle loan from NBFCs are secured against hypothecation of concerned vehicle''s. The vehicle loan carry interest
rate in the range of 8.28% to 10.25% per annum (31 March, 2024: 10.25%). The weighted average remaining tenure
for these loans are 3.91 years (31 March, 2024 : 4.33 years); with a total equal monthly installment of '' 1.17 lacs per
month (31 March, 2024 : '' 0.28 lacs per month).

iii. Secured term loan from financial institution

During the year, the Company had taken a term loan jointly from Piramal Finance Limited (formally known as Piramal
Capital and Housing Finance Limited), Oxyzo Financial Services Limited and Hero Fincorp Limited. The year end
balances of this loan (including interest) is

(i) Piramal Finance Limited: '' 11,421.55 lacs

(ii) Oxyzo Financials Services Limited: '' 3,516.92 lacs

(iii) Hero Fincorp Limited: '' 5,024.14 lacs

Interest rate:

(i) These loans carry interest at 11.90% per annum payable on monthly basis
Repayment schedule:

(i) The loan is repayable in 24 quarterly installments. The repayment of installments will commence from April 05,
2025 and the last installment will be due on December 30, 2030.

Primary security

(i) The loan together with current borrowings are secured on all present and future current assets inclusive of stock
and book debts and moveable fixed assets of the Company.

(ii) The loan is secured by way of mortgage over the following properties:

(a) Office Space Unit No. 201, Second Floor, 22, Commercial Building known as “"Business Point"" bearing CTS
No. 39,39A, SV Road, Opp Sub Way, Andheri (W), Mumbai - 58;

(b) "Land Square"", Office 1&2, 3^rd Floor, C.T.S. No. 1228A, Fergusson Road, Shivaji Nagar, Pune - 411004;

(c) 207, ODA Building, 2^nd Floor, District Centre Laxmi Nagar, Near V3S mall, Near Nirman Vihar Metro Station
New Delhi - 110092, Delhi.

(iii) The loan is secured by way of mortgage over the following property of one of its Subsidiary Company “"Career
Launcher Infrastructure Private Limited"" :

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,
situated around 13 KM from Jaisthabh Chowk on Old Dhamtari Road, Tehsil & District Raipur (C.G.) -492015

(iv) The loan is secured by way of pledge of 70% (seventy percent) of the fully diluted equity shares of the DEXIT
Global Limited.

Collateral security:

The loan is secured by :

a) Non-Disposal undertaking over 26% of share capital of the Company;

b) Corporate Guarantees of one of its Subsidiary Company “"Career Launcher Infrastructure Private Limited""
limited to the value of property being given as mortgage.

iv. The term loans have been used for the specific purpose for which they are taken as at the year end.

(a) HDFC Bank Limited

The Company had entered into a finance facility agreement with limit amounting '' 750.00 lacs (31 March, 2024:
'' 750.00 lacs) with HDFC Bank as an overdraft facility. The outstanding balance as on 31 March, 2025 is '' 740.26
lacs ( previous year: '' 134.97 lacs)

Interest rate

These loans carry interest at bank''s fixed deposit rate 0.5 to 0.75% (31 March, 2024: fixed deposit rate 0.5 to
0.75%) per annum.

Repayment schedule

The overdraft facilities is only for 1 year tenure.

Security

These borrowings are secured by way of fixed deposits of the Company.

(b) IndusInd Bank Limited

The Company had entered into a finance facility agreement with limit amounting '' 3,500.00 lacs (31 March, 2024:
'' 1,850.00 lacs) with IndusInd Bank as an cash credit facility. The outstanding balance as on 31 March, 2025 is
'' 2,843.37 lacs ( previous year: '' 1,587.32 lacs)

Interest rates

a. 10.65% p.a from October 04, 2020 which was further changed to a range of 9.63% to 11.21% in current year on
cash credit limit from IndusInd Bank Limited.

Primary security

Pari-passu charge on entire current assets of the Company both present and future for cash credit from IndusInd
Bank Limited and Piramal Finance Limited (formally known as Piramal Capital and Housing Finance Limited), Oxyzo
Financial Services Limited and Hero Fincorp Limited.

Collateral security

a. Lien on fixed deposits amounting '' 822.79 lacs (31 March, 2024: '' 462.50 lacs).

b. Pari-passu charge on movable fixed assets of the Company both present and future for cash credit from
IndusInd Bank Limited and Piramal Finance Limited (formally known as Piramal Capital and Housing Finance
Limited), Oxyzo Financial Services Limited and Hero Fincorp Limited.

Remarks:

(i) The management is of the opinion that, based on issues decided in the earlier years and the legal advice that
the ultimate outcome of the legal proceedings in respect to tax matters, as given above will be in favour of the
Company and also will not have material adverse effect to the financial position of the Company. It is not practicable
for the Company to estimate the timing of cash outflows, if any, in respect of the above pending resolution for
respective proceedings.

$ Includes, notice received from the Directorate General of GST Intelligence in the previous year amounting to '' 1,281
lacs related to supply of Books as a part of composite supply of Commercial coaching services. During the current
year, the Company has received a demand order u/s 74 Central Goods & Service Tax (''CGST'') Act 2017 for the same
which includes an additional amount equal to the total demand amount as penalty. The Company had won a similar
ruling in the Supreme Court under the erstwhile Service Tax regime. The Company believes that it has discharged
all the relevant GST liabilities in compliance with the applicable laws and has filed a appeal to the order with the
concerned authorities.

# Other cases

i) Triangle Education, then a franchisee of the Company in Jaipur, had arbitrarily terminated the agreement and
started a competing business using a brand of CL Educate Limited. The Sole arbitrator has passed the final order
partially in favour of the Company. Further, the Hon''ble Delhi High Court passed an order thereby restraining
Triangle Education from using the trade mark LST/Ex-LST in any form, but Triangle Education violated these
orders and hence the Company has filed a contempt petition against the respondent before Delhi High Court
and the matter is fixed for argument on July 25, 2025.

ii) A student, has filled a case against the Company for refund of fees amounting '' 6.20 lacs (31 March, 2024: '' 6.20
lacs) on the ground that he paid fees to Brilliant Tutorials considering the fact that the Company had a tie-up
with Brilliant Tutorial which was subsequently called off by the Company. The matter is fixed for argument on
July 7, 2025.

iii) The Director of Industries and Commerce cum Chairman MSE- Chandigarh has sent a notice amounting '' 12.31
lacs (31 March, 2024: '' 12.31 lacs including interest of '' 3.30 lacs) on behalf of Reivera Fabricators regarding non
payment of dues on account of uniforms supplied to Indus World Schools. An award was passed against the
Company by the District Level Micro and Small Enterprises Facilitation Council, Ludhiana. CL Educate has filed
a petition seeking setting aside of the Impugned Award. The next date of hearing is scheduled on May 28, 2025.

iv) Bawadia kala shikisha samiti, a lessor has filed a case against the Company in Bhopal for recovery of rent /
arrears amounting '' 46.88 lacs (Previous year '' 46.88 lacs) for non payment of rent. The Company was engaged
a local lawyer who filed necessary application to transfer the case to New Delhi as the rent agreement has
arbitration clause, which states that the matter will be decided in New Delhi. The matter is fixed for argument on
August 28, 2025.

v) Apart from those disclosed above, the Company has certain ongoing litigations involving customers, vendors
and employees. Based on legal advice of in house legal team, the management believes that no material liability
will devolve on the Company in respect of these litigations.

C. Other litigations :

i) In the financial year 2009-10, the Company had given a franchisee to Ms Monica Oli in the name of Comprehensive

Education and IT Training Institute to provide test preparation services in Dubai (UAE). In the financial year 2012¬
13, the Company had terminated the franchise agreement on account of non-recovery of fees collected by the
franchisee from students. At the time of the cancellation of agreement the total amount of receivables from and
payable to Ms Monica Oli were AED 1,019,842 ('' 150.88 lacs) and AED 261,318 ('' 38.66 lacs) respectively. The
Company had preferred arbitration in the matter and the Hon''ble Arbitrator has passed an award amounting
AED 2,063,267 (equivalent to '' 351.37 lacs) in favour of the Company including damages. The Company had
obtained the necessary execution documents from the Delhi High Court and sent these documents through the
Indian Embassy for depositing in the Dubai Courts for execution. The matter was appealed by Ms. Monica Oli
before the Hon''ble High Court of Delhi. The Court ruled in favor of the appellant on grounds of certain procedural
irregularities relating to the service of legal documents. Acting on expert legal advice, the management has
filed an appeal against the order and remains confident of securing a reversal. The Company has appealed the
ruling and the same is fixed for hearing in front of the Division Bench of High Court on August 11, 2025.

47 LEASES

The Company has applied Ind AS 116 in the year with the date of initial application of April 01, 2019.

Company as "Lessee"

The Company has significant leasing agreements in respect of operating leases for its various office premises and

godowns. These lease arrangements are for a period between 12 months to 60 months and include both cancellable

and non-cancellable leases.

(ii) Defined Benefit Plan:

Gratuity

The Company operates a post-employment defined benefit plan for Gratuity. Plan is governed by the Payment
of Gratuity Act, 1972. Under the Gratuity Act, employees are entitled to specific benefit at the time of retirement
or termination of the employment on completion of five years or death while in employement. This plan entitles
an employee to receive half month''s salary for each year of completed service at the time of retirement/exit. The
Company contributes to a trust set up by the Company which further contributes to a policy taken from the Life
Insurance Corporation of India. The present value of obligation is determined based on actuarial valuation using the
Projected Unit Credit Method, which recognize each period of service as giving rise to additional employee benefit
entitlement and measures each unit separately to build up the final obligation.

C. Plan assets

The plan assets of the Company are managed by Life Insurance Corporation of India through a trust managed by
the Company in terms of an insurance policy taken to fund obligations of the Company with respect to its gratuity
plan. The categories of plan assets as a percentage of total plan assets is based on information provided by Life
Insurance Corporation of India with respect to its investment pattern for Company gratuity fund for investments
managed in total for several other companies.

Description of risk exposures:

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such, the Company

is exposed to various risks as follow-

A) Salary Increases- Actual salary increases will increase the Plan''s liability. Increase in salary increase rate
assumption in future valuations will also increase the liability.

B) Investment Risk- If the plan is funded then assets liabilities mismatch & actual investment return on assets
lower than the discount rate assumed at the last valuation date can impact the liability.

C) Discount Rate: Reduction in discount rate in subsequent valuations can increase the plan''s liability.

D) Mortality & disability - Actual deaths & disability cases proving lower or higher than assumed in the valuation
can impact the liabilities.

E) Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal
rates at subsequent valuations can impact Plan''s liability.

(iii) Other long-term employee benefits:

The Company provides for compensated absences to its employees. The employees can carry-forward a portion of
the unutilized accrued compensated absences and utilize it in future service periods or receive cash compensation
on termination of employment. Since the compensated absences do not fall due wholly within twelve months
after the end of the period in which the employees render the related service and are also not expected to be
utilized wholly within twelve months after the end of such period, the benefit is classified as a long-term employee
benefit. The present value obligation in respect of earned leave is determined based on actuarial valuation using the
projected unit credit method, which recognizes each period of service as giving rise to additional unit of employee
benefit entitlement and measures each unit separately to build up the final obligations.

The present value obligation in respect of earned leave is determined based on actuarial valuation using the Projected
Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit
entitlement and measures each unit separately to build up the final obligations. The summarized positions of various
defined benefits are as under:

D. Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the obligation by the amounts shown below.

Sensitivity due to mortality and withdrawals are not material and hence impact of change not calculated. Sensitivity
as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement & life
expectancy are not applicable being a lump sum benefit on retirement.

Description of risk exposures:

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company is

exposed to various risks as follow -

A) Salary Increases - Actual salary increases will increase the Plan''s liability. Increase in salary increase rate
assumption in future valuations will also increase the liability.

B) Investment Risk - If Plan is funded then assets liabilities mismatch & actual investment return on assets lower
than the discount rate assumed at the last valuation date can impact the liability.

C) Discount Rate - Reduction in discount rate in subsequent valuations can increase the plan''s liability.

D) Mortality & disability - Actual deaths & disability cases proving lower or higher than assumed in the valuation
can impact the liabilities.

E) Withdrawals - Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal
rates at subsequent valuations can impact Plan''s liability.

52. SHARE BASED PAYMENTS

Pursuant to the resolutions passed by the Board of Directors and Members of the Company at their respective
meetings held on March 6, 2008 and 31 March, 2008, the Company introduced its ESOP Plan currently in force,
with the name “Career Launcher Employee Stock Options Plan 2008" (hereinafter the “Plan" or “Scheme"), which
provided for the grant of upto 250,000 options (Convertible into 2,50,000 equity shares of face value of '' 10 each)
to employees of the Company and its subsidiaries.

Pursuant to the resolutions passed by Board of Directors and Members of the Company at their respective meetings
held on August 11, 2014 and September 5, 2014, the Company made amendments to the Plan, and changed its
name to “Amended Career Launcher Employee Stock Options Plan 2008". Further amendments were made to the
Plan vide resolutions passed by the Board of Directors and Members of the Company at their respective meetings
held on January 29, 2016 and March 22, 2016, whereby the Company re-named the Plan as “Amended and Restated
Career Launcher Employee Stock Options Plan 2014". The Company renews and extends the term of the Plan as
the need arises, from time to time. Accordingly, the Plan was renewed and extended for a period of 4 years i.e., from
September 5, 2021 to September 4, 2025 by the Members of the Company at the 25^th Annual General Meeting held
on September 07, 2021.

As on 31 March, 2022, 3,35,050 number of options (1,67,525 number of options before the Sub-Division of each
Equity Share of '' 10/- into 2 Equity Shares of '' 5/- each, w.e.f. October 1, 2021) remained to be granted under the
Plan (31 March, 2021: 167,525 number of options of '' 10 each).

The Board of Directors of the Company and shareholders at their respective meetings held on May 19, 2022, and
September 15, 2022, have approved an increase in the ESOP Pool under the existing Plan by an additional 5,00,000
options {convertible into 5,00,000 (Five Lacs) equity shares of face value of '' 5/- each, fully paid-up}.

Further pursuant to a Bonus Issue of Equity Shares of the Company in the ratio of 1:1, via approval of the shareholders
of the Company by way of Postal Ballot dated December 04, 2022, the outstanding number of options under the
Plan doubled from 8,350,50 to 16,70,100.

As on 31 March, 2025, 16,70,100 number of options (31 March, 2024:16,70,100 number of options) were outstanding
under the Plan.

Note: Under the Plan, the options that are forfeited, lapsed or terminated, are pooled back and can be granted again.
It is hereby confirmed that at no point of time did the total number of options granted under the Plan exceeded
16,70,100.

During the year, the Company has granted 64,127 options (Previous year: 95,370). The Nomination, Remuneration
and Compensation Committee as well as Board of Directors approved the allocation of Options under the Plan to
identified employees of the Company and its Subsidiaries, along with the Terms of Grant, Vesting and Exercise of
the Options at their respective Meetings held on August 07, 2024.

d. Expense arising from share-based payment transactions

Total expenses arising from share-based payment transactions recognised in the statement of profit and loss
as part of employee benefit expense is '' 58.96 lacs (Previous year : '' 27.47 lacs).

53. ADDITIONAL REGULATORY INFORMATION REQUIRED BY SCHEDULE III
A Other statutory information''s

i. The Company does not have any Benami property, where any proceeding has been initiated or pending against
the Group for holding any Benami property.

ii. The Company does not have any transactions with companies struck off.

iii. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period.

iv. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

v. The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

vi. The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

vii. The Company have not any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961
(such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

viii. All title deeds of Immovable Property are held in the name of the Company.

ix. The Company has not been declared a willful defaulter by any bank or financial institution or other lender (as
defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on willful
defaulters issued by the Reserve Bank of India.

x. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read
with Companies (Restriction on number of Layers) Rules, 2017.

Notes:

1. Total debts consists of borrowings and lease liabilities.

2. Earning available for debt service = profit for the year depreciation, amortization and impairment finance cost
provision for doubtful debts share based payment to employees non cash charges.

3. Debt service = Interest payment for lease liabilities principal repayments.

4. Credit sales = Total Revenue opening unbilled revenue - closing unbilled revenue - opening deferred revenue
closing deferred revenue.

5. Earnings before interest and taxes = profit before tax finance cost

6. Capital Employed = Average tangible net worth Total debt Deferred tax.

7. Average is calculated based on simple opening and closing balances.

Schedule III require explanation where the change in the ratio is more than 25% as compared to the preceding year.

Risk management framework

The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s
risk management framework. The Board of Directors have authorised senior management to establish the processes
and ensure control over risks through the mechanism of properly defined framework in line with the businesses of
the Company.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company,
to set appropriate risks limits and controls, to monitor risks and adherence to limits. Risk management policies are
reviewed regularly to reflect changes in market conditions and the Company''s activities.

(i) Credit risk

The maximum exposure to credit risks is represented by the total carrying amount of these financial assets in
the balance sheet

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails
to meet its contractual obligations, and arises principally from the Company''s receivables from customers. The
carrying amount of financial assets represents the maximum credit exposure.

The Company''s credit risk is primarily to the amount due from customers. The Company maintains a defined credit
policy and monitors the exposures to these credit risks on an ongoing basis.

i. Credit risk on loans is limited as the loans are given to other related parties.

ii. Credit risk on cash and cash equivalents is limited as the Company invests in deposits with scheduled
commercial banks with high credit ratings assigned by domestic credit rating agencies. The cash and cash
equivalents are held with bank and financial institution, counterparties which are rated AA to AAA from renowned
rating agencies.

iii. For financial assets other than trade receivables, Company presumes significant increase in credit risk when
financial assets are past due more than 30 days.

Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as
concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of counter parties on
continuous basis with appropriate approval mechanism for sanction of credit limits. Credit risk from balances with
banks, financial institutions and investments is managed by the Company''s treasury team in accordance with the
Company''s risk management policy. Cash and cash equivalents and Bank deposits are placed with banks having
good reputation, good past track record and high quality credit rating.

The maximum exposure to the credit risk at the reporting date is primarily from trade receivables. Trade receivables
are unsecured and are derived from revenue earned from customers primarily located in India. The Company
does monitor the economic environment in which it operates and the Company manages its Credit risk through
credit approvals, establishing credit limits and continuously monitoring credit worthiness of customers to which
the Company grants credit terms in the normal course of business.

On adoption of Ind AS 109, the Company establishes an allowance for impairment that represents its expected credit
losses in respect of trade receivable and other financial assets. The management uses a simplified approach (i.e.
based on lifetime ECL) for the purpose of impairment loss allowance, the Company estimates amounts based on the
business environment in which the Company operates, and management considers that the trade receivables are in
default (credit impaired) when counterparty fails to make payments for receivable within the credit period allowed.
However the Company based upon historical experience determine an impairment allowance for loss on receivables.

The gross carrying amount of trade receivables is '' 5,999.65 lacs (31 March, 2024: '' 6,825.48 lacs). Trade receivables
are generally realised within the credit period.

The Company believes that the unimpaired amounts that are past due by more than the credit period allowed are
still collectible in full, based on historical payment behavior.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach
to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities
when they fall due, under both normal and stressed conditions, without incurring unacceptable losses or risking
damage to the Company''s reputation.

The Company believes that its liquidity position, including total cash (including bank deposits under lien and the
anticipated future internally generated funds from operations will enable it to meet its future known obligations
in the ordinary course of business. The Company finance monitors rolling forecasts of the Company''s liquidity
requirement on the basis of future cashflow projections to ensure it has sufficient cash to meet operational
needs while maintaining sufficient headroom for borrowing facilities/overdraft facilities at all the times so that
the Company does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities.
There have been no breaches in the financials covenants of any interest bearing loans and borrowings in the
current year. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities
and the availability of funding through an adequate amount of credit facilities to meet obligations when due. The
Company''s policy is to regularly monitor its liquidity requirements to ensure that it maintains sufficient reserves
of cash and funding from group companies to meet its liquidity requirements in the short and long term.

The Company''s liquidity management process as monitored by management, includes the following:

- Day to day funding, managed by monitoring future cash flows to ensure that requirements can be met.

- Maintaining rolling forecasts of the Company''s liquidity position on the basis of expected cash flows.

iii. Market risk

Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk,
the Company mainly has exposure to two type of market risk namely: currency risk and interest rate risk.
The objective of market risk management is to manage and control market risk exposures within acceptable
parameters, while optimising the return.

Currency risk

Currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in
foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency
exchange rates on its financial position and cash flows to the extent of earnings and expenses in foreign
currencies. Exposure arises primarily due to exchange rate fluctuations between the functional currency and
other currencies from the Company''s operating, investing and financing activities.

There are no derivative contracts entered by the Company. Hence, there is no associated risk.

Exposure to currency risk

The summary of quantitative data about the Company''s exposure to currency risk, as expressed in Indian
Rupees, as at 31 March, 2025 and 31 March, 2024 are as below:

iii. Market risk

Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. The Company''s main interest rate risk arises from long-term and short term borrowings
with variable interest rates, which expose the Company to cash flow interest rate risk.

Exposure to interest rate risk

The Company''s interest rate risk arises majorly from the cash credit facility from banks carrying floating rate of
interest. These

---

Mar 31, 2024

(xviii) Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the

reimbursement is virtually certain. The expense relating to a provision is presented in the standalone statement of profit and loss, net of any reimbursement. These estimates are reviewed at each reporting date and adjusted to reflect current best estimates.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

(xix) Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements. Contingent assets are only disclosed when it is probable that the economic benefits will flow to the entity.

(xx) Earnings per share

Basic earnings/ (loss) per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for events, other than conversion of potential equity shares, that have changed the number of equity shares outstanding without a corresponding change in resources.

For the purpose of calculating diluted earnings/(loss) per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares except where result would be antidilutive.

(xxi) Investment in subsidiaries and associate

An investor, regardless of the nature of its involvement with an entity (the investee), shall determine whether it is a parent by assessing whether it controls the investee.

An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

Thus, an investor controls an investee if and only if the investor has all the following:

a) power over the investee;

b) exposure, or rights, to variable returns from its involvement with the investee; and

c) the ability to use its power over the investee to affect the amount of the investor''s returns.

An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but not control or joint control over those policies. The considerations made in determining significant influence are similar to those necessary to determine control over subsidiaries.

The Company has elected to recognise its investments in subsidiary and associate companies at cost in accordance with the option available in Ind AS 27, ‘Separate Financial Statements''.

Investments carried at cost is tested for impairment as per Ind-AS 36.

(xxii) Service Delivery Expenses

These expenses are attributable to the delivery of core services by the Company in both its segments. The expenses are recognized as per the following policy:

a) Expense related to project and franchisee expenses are recognised in line with the revenue recognition

i.e. over the period of contract in proportion to the stage of completion of the services at the reporting date. The stage of completion is assessed by reference to the curriculum.

b) Expenses related to faculty, communication, digital learning support and others are recognised as and when they are incurred.

(xxiii) Classification of refund liabilities:

Company has a policy to sell its sell it books and study material to the customers with a right of return. The Company has recognised refund liability in respect of customer''s right to return the product in accordance with Ind AS 115.

The Company has concluded that the arrangement for return is executory as there is no obligation to deliver cash until the goods are returned. Accordingly, the Company has presented its refund liabilities as ‘other current liabilities''.

(xxiv) Material management judgement in applying accounting policies and estimation uncertainty

The preparation of the Company''s standalone financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities at the date of the standalone financial statements. Estimates and assumptions are continuously evaluated and are based on management''s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

In particular, the Company has identified the following areas where material judgements, estimates and assumptions are required. Further information on each of these areas and how they impact the various accounting policies are described below and also in the relevant notes to the financial statements. Changes in estimates are accounted for prospectively.

i) Judgements

In the process of applying the Company''s accounting policies, the management has made the following judgements, which have the most material effect on the amounts recognised in the standalone financial statements:

a) Contingencies

Contingent liabilities may arise from the ordinary course of business in relation to claims against the Company, including legal, contractor, land access and other claims. By their nature, contingencies will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence, and potential quantum, of contingencies inherently involves the

exercise of material judgments and the use of estimates regarding the outcome of future events.

b) Recognition of deferred tax assets

The extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable income will be available against which the deductible temporary differences and tax loss carryforward can be utilised. In addition, material judgement is required in assessing the impact of any legal or economic limits or uncertainties in various tax jurisdictions.

ii) Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the standalone financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market change or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

a) Useful lives of tangible/intangible assets

The Company reviews its estimate of the useful lives of tangible/intangible assets at each reporting date, based on the expected utility of the assets.

b) Defined benefit obligation

The cost of the defined benefit plan and other post-employment benefits and the present value of such obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. In view of the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes

in these assumptions. All assumptions are reviewed at each reporting date.

c) Inventories

The Company estimates the net realisable values of inventories, taking into account the most reliable evidence available at each reporting date. The future realisation of these inventories may be affected by future technology or other market-driven changes that may reduce future selling prices.

d) Business combinations

The Company accounts for the business combinations in accordance with guidance available in “Ind AS 103- Business combinations” and the scheme approved by National Company Law Tribunal.

e) Impairment of non-financial assets and goodwill

In assessing impairment, Company estimates the recoverable amount of each asset or cash-generating units based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate.

f) Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

(xiv) Amendment to Accounting Standards (Ind AS) issued but not yet effective

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended 31 March 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the company.

Amended Accounting Standards (Ind AS) and interpretations effective during the year:

a. Ind AS 1 - Presentation of Financial Statements -

This amendment requires the entities to disclose their material accounting policies rather than their significant accounting policies. The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2023. The amendment did not have any material impact on the Standalone Financial Statements of the Company.

b. Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors - This amendment has introduced a definition of ‘accounting estimates'' and included amendments to Ind AS 8 to help entities distinguish changes in accounting policies from changes in accounting estimates. The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2023. The amendment did not have any material impact on the Standalone Financial Statements of the Company.

c. Ind AS 12 - Income Taxes - This amendment has narrowed the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting temporary differences. The effective date for adoption of this amendment is annual periods beginning on or after April 1, 2023. The amendment did not have any material impact on the Standalone Financial Statements of the Company.

D. Estimation of fair values

The Company obtains independent valuations for each of its investment property by external, independent property valuers, having appropriate recognised professional qualifications and recent experience in the location and category of the property being valued.

Fair market value is the amount expressed in terms of money that may be reasonably be expected to be exchanged between a willing buyer and a willing seller, with equity or both. The valuation by the valuer assumes that Company shall continue to operate and run the assets to have economic utility.

Valuation technique:

Under the market comparable method (or market comparable approach), a property''s fair value is estimated based on comparable transactions. The market comparable approach is based upon the principle of substitution under which a potential buyer will not pay more for the property than it will cost to buy a comparable substitute property. In theory, the best comparable sale would be an exact duplicate of the subject property and would indicate, by the known selling price of the duplicate, the price for which the subject property could be sold. The unit of comparison applied by the Company is the price per square meter (sqm).

Fair value hierarchy

The fair value measurement for the investment property has been categorised as a Level 2 fair value based on the inputs to the valuation technique used.

The valuation techniques and the inputs used in the fair value measurement categorised within Level 2 of the fair value hierarchy is as follows:

6.2 Significant estimate: key assumptions used for value-in-use calculations

The Company tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of a cash generating unit (CGU) is determined based on value-in-use calculations which require the use of assumptions. The calculations use cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated below. These growth rates are consistent with forecasts included in industry reports specific to the industry in which each CGU operates.

The following table sets out the key assumptions for those CGUs that have significant goodwill allocated to them. The values assigned to the key assumptions represent management''s assessment of future trends in the relevant industries and have been on historical data from both external and internal sources.

Nature and purpose of other reserves

(i) Retained earnings

Created from profit/Loss of the Company, as adjusted for distributions to owners and transfer to other reserve.

(ii) Securities premium reserve

Securities premium has been created upon issue of shares at premium. The reserve shall be utilised in accordance with the provisions of the Companies Act, 2013.

(iii) General reserve

The Company appropriates a portion to general reserves out of the profits either as per the requirements of the Companies Act 2013 (‘Act'') or voluntarily to meet future contingencies. The said reserve is available for payment of dividend to the shareholders as per the provisions of the Companies Act, 2013.

(iv) Deemed equity contribution

The Company have received financial guarantee from its promoters.

(v) Share option outstanding account

The Company has an equity-settled share-based payment plan for certain categories of employees of the Company. Refer to note 53 for further details on these plans.

(vi) Capital reserve

The capital reserve was generated on account of acquisition of erstwhile Paragon classes in the FY 2001-02.

(vii) Capital redemption reserve

As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equaL to the nominaL vaLue of the shares so purchased is transferred to capitaL redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013.

(viii) Amalgamation Adjustment Reserve

Amalgamation adjustment deficit account is a reserve on account of adjustments of net asset transferred to amalgamated company, as negative carrying value of net assets transferred, therefore amount presented as amalgamation adjustment deficit account.

(ix) Remeasurement of defined benefit plans

The Company operates a post-employment defined benefit plan for Gratuity. Plan is governed by the Payment of Gratuity Act, 1972. Under the Gratuity Act, employees are entitled to specific benefit at the time of retirement or termination of the employment on completion of five years or death while in employment.

i. Vehicle loan from banks

Vehicle loan from banks are secured against hypothecation of concerned vehicles. The vehicle loan from banks carry interest rate in the range of 7.90% to 9.18 % per annum (March 31, 2023 : 7.90% to 9.18 % per annum). The weighted average remaining tenure for these loans are 3.33 years (March 31, 2023 : 2.92 years); with a total equal monthly installment of Rs. 2.88 lacs per month (31 March, 2023 : Rs. 3.11 lacs per month).

ii. Secured term loans from banks

a) HDFC Bank

The Company had taken a term loan from HDFC Bank under Emergency Credit Line Guaranteed Scheme (ECGLS). During the previous year, company has completely paid off the balances of Rs. 56.51 lacs.

Interest rate:

(i) These loans carried interest at 8.80% per annum.

Repayment schedule:

(i) The loan was repayable in 36 monthly installments after principal moratorium of 12 month. The repayment of installments has commenced from December 7, 2021 and the last installment was paid on April 25, 2023.

iii. Secured vehicle loan from financial institution

Vehicle loan from NBFC are secured against hypothecation of concerned vehicle''s. The vehicle loan carry interest rate of 10.25% per annum. The remaining tenure for this loans is 4.33 years; with a equal monthly installment of Rs. 0.28 lacs per month.

iv. Aggregate amount of loans guaranteed by the directors of the Company is Rs. Nil (March 31, 2023: Rs. 851.70 lacs) includes amount of Rs. Nil (March 31, 2023: Rs. Nil) disclosed under non-current borrowings and Rs. Nil (March 31, 2023: Rs. 851.70 lacs) current borrowings (Refer note 27).

v. The term loans have been used for the specific purpose for which they are taken as at the year end.

(i) Details of these loans are as follows:

Cash credit represents overdrafts from HDFC Bank Limited and IndusInd Bank Limited which are repayable on demand. Cash credit facility from ICICI Bank Limited was closed in June 2022.

(a) HDFC Bank Limited

The Company had entered into a finance facility agreement with limit amounting Rs. 750.00 lacs (March 31, 2023: Rs. 750.00 lacs) with HDFC Bank as an overdraft facility. The outstanding balance as on March 31, 2024 is Rs. 134.97 lacs (previous year: Rs. 297.45 lacs)

Interest rate

These loans carry interest at bank''s fixed deposit rate 0.5 to 0.75% (March 31, 2023: bank''s base rate 3.75%) per annum.

Repayment schedule

The overdraft facilities is only for 1 year tenure.

Security

These borrowings are secured by way of fixed deposits where as in previous year, it was secured by way of first and exclusive charge on all present and future current and moveable assets including moveable fixed assets of the Company.

(b) ICICI Bank Limited

The Company has closed its cash credit facility for Loan against security (LAS account) in June 2022 with limit amounting Rs. 1,000.00 lacs with ICICI Bank Limited.

Interest rate

These facility carry interest at bank''s base rate 0.20% (March 31, 2023: bank''s base rate 0.20%) per annum. Repayment schedule

The overdraft facilities was only for 1 year tenure.

Security

The facility was secured by the Mutual Funds invested by the Company.

(c) IndusInd Bank Limited

The Company had entered into a finance facility agreement with limit amounting Rs. 1,850.00 lacs (March 31, 2023: Rs. 1,850.00 lacs) with IndusInd Bank as an cash credit facility. The outstanding balance as on March 31, 2024 is Rs. 1,587.32 lacs (previous year: Rs. 554.25 lacs)

Remarks:

(i) The management is of the opinion that, based on issues decided in the earlier years and the legal advice that the ultimate outcome of the legal proceedings in respect to tax matters, as given above will be in favour of the Company and also will not have material adverse effect to the financial position of the Company. It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above pending resolution for respective proceedings.

$ Includes, show cause notices received from the Directorate General of GST Intelligence amounting to Rs. 1,281 lacs related to supply of Books as a part of composite supply of Commercial coaching services. The Company had won a similar ruling in the Supreme Court under the erstwhile Service Tax regime. The Company believes that it has discharged all the relevant GST liabilities in compliance with the applicable laws and has filed a reply to the notice with the concerned authorities.

* This does not includes the income tax amounting to Rs. 1,696.20 lacs in respect of AY 2021-22 and AY 2022-23 respectively as such demand is erroneously raised based on the contingent liability disclosed in the financials statement and a rectified order has been received during the year.

# Other cases

i) Triangle Education, then a franchisee of the Company in Jaipur, had arbitrarily terminated the agreement and started a competing business using a brand of CL Educate Limited. The Sole arbitrator has passed the final order partially in favour of the Company. Further, the Hon''ble Delhi High Court passed an order thereby restraining Triangle Education from using the trade mark LST/Ex-LST in any form, but Triangle Education violated these orders and hence the Company has filed a contempt petition against the respondent before Delhi High Court and the matter is fixed for argument on July 31, 2024.

ii) A student, has filled a case against the Company for refund of fees amounting Rs. 6.20 lacs (March 31, 2023: Rs. 6.20 lacs)

on the ground that he paid fees to Brilliant Tutorials considering the fact that the Company had a tie-up with Brilliant

Tutorial which was subsequently called off by the Company. The matter is fixed for final argument on July 8, 2024.

i ii) The Director of Industries and Commerce cum Chairman MSE- Chandigarh has sent a notice amounting Rs. 12.31 lacs (March 31, 2023: Rs.12.31 lacs including interest of Rs. 3.30 lacs) on behalf of Reivera Fabricators regarding non payment of dues on account of uniforms supplied to Indus World Schools. An award was passed against the Company by the District Level Micro and Small Enterprises Facilitation Council, Ludhiana. CL Educate has filed a petition seeking setting aside of the Impugned Award. The next date of hearing is scheduled on July 7, 2024.

iv) Bawadia kala shikisha samiti, a lessor has filed a case against the Company in Bhopal for recovery of rent /arrears

amounting Rs. 46.88 lacs (Previous year Rs. 46.88 lacs) for non payment of rent. The Company was engaged a local lawyer who filed necessary application to transfer the case to New Delhi as the rent agreement has arbitration clause, which states that the matter will be decided in New Delhi. The matter is fixed for argument on May 13, 2024.

v) Apart from those disclosed above, the Company has certain ongoing litigations involving customers, vendors and employees. Based on legal advice of in house legal team, the management believes that no material liability will devolve on the Company in respect of these litigations.

C. Other litigations :

i) In the financial year 2009-10, the Company had given a franchisee to Ms Monica Oli in the name of Comprehensive Education and IT Training Institute to provide test preparation services in Dubai (UAE). In the financial year 2012-13, the Company had terminated the franchise agreement on account of non-recovery of fees collected by the franchisee from students. At the time of the cancellation of agreement the total amount of receivables from and payable to Ms Monica Oli were AED 1,019,842 (Rs. 150.88 lacs) and AED 261,318 (Rs. 38.66 lacs) respectively. The Company had preferred arbitration in the matter and the Hon''ble Arbitrator has passed an award amounting AED 2,063,267 (equivalent to Rs. 351.37 lacs) in favour of the Company including damages. The Company had obtained the necessary execution documents from the Delhi High Court and sent these documents through the Indian Embassy for depositing in the Dubai Courts for execution. The matter was appealed by Ms Monica Oli in the Delhi High Court and the same ruled in her favour. The Company has appealed the ruling and the same is fixed for hearing in front of the Division Bench of High Court on August 28, 2024.

46 Leases

The Company has applied Ind AS 116 in the year with the date of initial application of April 01, 2019.

Company as “Lessee”

The Company has significant leasing agreements in respect of operating leases for its various office premises and godowns.

These lease arrangements are for a period between 12 months to 60 months and include both cancellable and non-cancellable leases.

(ii) Defined Benefit Plan:

Gratuity

The Company operates a post-employment defined benefit plan for Gratuity. Plan is governed by the Payment of Gratuity Act, 1972. Under the Gratuity Act, employees are entitled to specific benefit at the time of retirement or termination of the employment on completion of five years or death while in employement. This plan entitles an employee to receive half month''s salary for each year of completed service at the time of retirement/exit. The Company contributes to a trust set up by the Company which further contributes to a policy taken from the Life Insurance Corporation of India.

The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognize each period of service as giving rise to additional employee benefit entitlement and measures each unit separately to build up the final obligation.

52 Share based payments

Pursuant to the resolutions passed by the Board of Directors and Members of the Company at their respective meetings held on March 6, 2008 and March 31, 2008, the Company introduced its ESOP Plan currently in force, with the name “Career Launcher Employee Stock Options Plan 2008” (hereinafter the “Plan” or “Scheme”), which provided for the grant of upto 250,000 options (Convertible into 2,50,000 equity shares of face value of Rs. 10 each) to employees of the Company and its subsidiaries.

Pursuant to the resolutions passed by Board of Directors and Members of the Company at their respective meetings held on August 11, 2014 and September 5, 2014, the Company made amendments to the Plan, and changed its name to “Amended Career Launcher Employee Stock Options Plan 2008”. Further amendments were made to the Plan vide resolutions passed by the Board of Directors and Members of the Company at their respective meetings held on January 29, 2016 and March 22, 2016, whereby the Company re-named the Plan as “Amended and Restated Career Launcher Employee Stock Options Plan 2014”. The Company renews and extends the term of the Plan as the need arises, from time to time. Accordingly, the Plan was renewed and extended for a period of 4 years i.e., from September 5, 2021 to September 4, 2025 by the Members of the Company at the 25^th Annual General Meeting held on September 07, 2021.

53 Additional regulatory information required by Schedule III

A Other statutory information’s

i. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.

ii. The Company does not have any transactions with companies struck off.

iii. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

iv. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

v. The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

vi. The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

vii. The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

viii. All title deeds of Immovable Property are held in the name of the Company.

ix. The Company has not been declared a willful defaulter by any bank or financial institution or other lender (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.

x. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

Risk management framework

The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Board of Directors have authorised senior management to establish the processes and ensure control over risks through the mechanism of properly defined framework in line with the businesses of the Company.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risks limits and controls, to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect changes in market conditions and the Company''s activities.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they fall due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

The Company believes that its liquidity position, including total cash (including bank deposits under lien and the anticipated future internally generated funds from operations will enable it to meet its future known obligations in the ordinary course of business.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of credit facilities to meet obligations when due. The Company''s policy is to regularly monitor its liquidity requirements to ensure that it maintains sufficient reserves of cash and funding from group companies to meet its liquidity requirements in the short and long term.

The Company''s liquidity management process as monitored by management, includes the following:

- Day to day funding, managed by monitoring future cash flows to ensure that requirements can be met.

- Maintaining rolling forecasts of the Company''s liquidity position on the basis of expected cash flows.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date.

In the previous year, the net recoverable amounting to Rs. 361.18 lacs had been charged in the Statement of Profit and Loss. Although the Company has prudently written off the amount, it does not relinquish its right to pursue legal action against B&S Strategy Services Private Limited.

58 During the current year, the Board of Directors of the Company at its meeting held on August 02, 2023, has approved the buyback of fully paid-up equity shares of face value of Rs. 5/- each from its shareholders / beneficial owners (Other than those who are promoters, members of the promoter group or persons in control) from the open market through stock exchange mechanism for an aggregate amount not exceeding Rs. 1,500 lacs (Indian Rupees One Thousand Five Hundred Lakhs only). The buyback commenced on August 21, 2023.

The Company was able to complete the buyback of 10.49 lacs shares constituting 1.90% of the shares comprised in the pre-buyback paid-up equity share capital of the Company. The amount returned to the shareholders via buyback was Rs. 851.58 lacs includes share extinguished of Rs. 50.48 lacs and utilisation of securities premium of Rs. 799.10 lacs (excluding taxes and other related expenses) at an average price of Rs. 81.14 per equity share. The entity has incurred the total expense related to buy back is Rs. 211.46 lacs out of which buy back tax is Rs. 169.01 lacs and other expenses of Rs. 42.45 lacs.

As per the amendment to the SEBI (Buy-back of securities) regulations 2018, the buy-back needs to be completed within 66 working days from the commencement of the buy-back event. Further as per amendment, the Company must utilize 75% of the amount earmarked for the buy-back. The regulations also mandate the Company to deposit 2.5% of the total buy-back amount in the escrow account which will be released on completion of the event. In case of non-completion, the exchange may forfeit the amount baring some exceptions.

The Company fell short of completing the targeted buy-back amount due to inadequate sell orders. The Company has appealed to the SEBI for non-forfeiture of the amount. The Company has responded to the queries by the regulatory body and is awaiting final response. The Company is confident of getting the result in their favor.

The Board of Directors of the Company at its meeting held on May 19, 2022, approved the Buyback of fully paid-up equity shares of face value of Rs. 5/- each from its shareholders / beneficial owners (Other than those who are promoters, members of the promoter group or persons in control) from the open market through stock exchange mechanism for an aggregate amount not exceeding Rs. 1,000 lacs (Indian Rupees One Thousand Lacs only).

The buyback started on May 27, 2022, and was concluded on July 29, 2022. The Company completed the buyback of 797,200 Equity shares at an average price of Rs 125.42.

The buyback tax and other related expenses of buyback have been adjusted against the Other Equity as per applicable sections of the Company''s Act 2013.

59 The Board of Directors of the Company at its meeting held on November 02, 2022, had approved and recommended a Bonus Issue of Equity Shares in the Ratio of 1:1 i.e. 1 (one) Equity Share of Rs. 5/- (Rs. Five only) each be issued for every 1 (one) existing Equity Share of Rs. 5/- (Rs. Five only) each held by the Shareholders of the Company, as on the Record Date.

a. The Company has increased its Authorized Share capital from Rs. 2,728.00 lacs consisting of 54,560,000 Equity Shares of Rs. 5 each to Rs. 4,000.00 lacs consisting of 80,000,000 Equity Shares of Rs. 5 each.

b. The Shareholders of the Company approved the issue of Bonus Equity Shares via Postal Ballot on December 04, 2022.

c. On December 19, 2022, the management committee allotted 27,534,156 equity shares of face value Rs 5 each as bonus shares in proportion of one bonus equity share of face value Rs. 5 each for every one equity share of face value of Rs 5 each held on record date. The Bonus Shares were listed on BSE Limited and National Stock Exchange of India Limited w.e.f. December 30, 2022.

d. Earnings Per Share have been adjusted for all the respective periods as increased for issuance of bonus shares.

60 The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

The Company uses accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same have operated throughout the year for all relevant transactions recorded in the accounting software. However, the audit trail feature is not enabled at database level for invoicing software CL Zone (ERP) and accounting software Microsoft Dynamics Navision to log any direct data changes for users with certain privileged access rights. Further there is no instance of audit trail feature being tampered with in respect of the accounting software where such feature is enabled.

Presently, the log is enabled at the application level and the privileged access to CL Zone (ERP) and accounting software Microsoft Dynamics Navision continues to be restricted to limited set of users who necessarily require this access for maintenance and administration of the database.

61 The management of the Company has completed the process of sale of the property held at Greater NOIDA. The sale has been approved by the Board Members and Audit committee in its meeting held on May 19, 2022. The management has disclosed such Assets as “Disposal Group - Assets held for sale” as on the reporting date in accordance with Ind AS-105 “Non-Current Assets held for Sale and Discontinued Operations”.

62 The standalone financial statements for the year ended March 31, 2024 were approved by board of directors on May 08, 2024.

63 Previous year''s figures have been regrouped / re-arranged as per the current year''s presentation for the purpose of comparability. The regrouping/re-arrangement has no material impact on the standalone financial statements.

As per report of even date.

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of

Chartered Accountants CL Educate Limited

ICAI Firm Registration No. 001076N/N500013

Neeraj Goel Nikhil Mahajan Gautam Puri

Partner Executive Director and Vice Chairman and

Membership No.: 099514 Group CEO Enterprise Business Managing Director

DIN:00033404 DIN:00033548

Place: Gurugram, Haryana Rachna Sharma Arjun Wadhwa

Date: May 08, 2024 Company Secretary Chief Financial Officer

and Compliance Officer ICSI M. No.: A17780

Place: New Delhi Date: May 08, 2024

---

Mar 31, 2018

Notes to Financial Account

58 First Time Adoption of Ind AS

As stated in note 2, these are the Company''s first standalone financial statements prepared in accordance with Ind AS

The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended March 31, 2018, the comparative information presented in these financial statements for the year ended March 31, 2017 and in the preparation of an opening Ind AS statement of financial position at April 1, 2016 (the Company''s date of transition). In preparing its opening Ind AS statement of financial position, the Company has adjusted amounts reported previously in financial statements prepared in accordance with Indian GAAP (previous GAAP). An explanation of how the transition from previous GAAP to Ind AS has affected the Company''s financial position, financial performance and cash flows is set out in the following tables and the notes that accompany the tables.

Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

A. Ind AS optional exemptions (i) Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after taking necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets and investment property covered by Ind AS 40 Investment Properties. Accordingly, the Company has elected to measure all of its property, plant and equipment, intangible assets and investment property at their previous GAAP carrying value.

(ii) Leases

Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be not material.

(iii) Decommissioning liabilities included in the cost of property, plant and equipments

Ind AS 101 permits a first-time adopter to account for the asset retirement obligations as on date of transition in accordance with the Ind AS requirements. The Company has elected and make the assessment on the basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be not material.

(iv) Business combinations

Ind AS 101 provides the option to apply Ind AS 103 prospectively from the transition date or from a specific date prior to the transition date. This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date. The Company has elected to apply Ind AS 103 retrospectively to business combinations occurring after September 2011. Business combinations occurring prior to that date have not been restated.

(v) Share based payment

Ind AS 101 permits a first time adopter to elect not to apply principles of Ind AS 102 to liabilities arising from share based payment transactions that were vested before the date of transition. The Company has elected not to apply Ind AS 102-"Share based payment" on stock options that vested before date of transition.

B. Ind AS mandatory exceptions (i) Estimates

An entity''s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at April 1, 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for Impairment of financial assets based on expected credit loss model in accordance with Ind AS at the date of transition as these were not required under previous GAAP.

(ii) Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

(iii) Dereognition of financial assets and liabilities

As per Ind AS 101 an entity should apply derecognition requirements in Ind AS 109 prospectively for transaction occuring on or after the date of transition to Ind AS.

C. Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.

		As at April 1, 2016
	Notes to first time adoption	Amount as per previous 6AAP	Effects of transition to Ind AS	Amount as per Ind AS
Assets
Non-current assets
Property, plant and equipment	9	3,293.93	22.26	3,316.19
Investment property		112.91		112.91
Intangible assets		1,030.49		1,030.49
Investment in subsidiaries	1	17,000.72	24.87	17,025.59
Financial assets				-
(i) Investments		50.00		50.00
(ii) Loans	6	123.90	(36.63)	87.27
(iii) Other financial assets		1,120.30		1,120.30
Deferred tax assets (net)	3	(145.42)	782.97	637.55
Current tax assets (net)		532.88	-	532.88
Other non-current assets	6	216.68	24.90	241.58
Total non-current assets		23,336.39	818.37	24,154.76

Current assets
Inventories		421.26	-	421.26
Financial assets
(i) Trade receivables	5	7,741.73	(1,41771)	6,324.02
(ii) Cash and cash equivalents		761.58	-	761.58
(iii) Bank balances other than (ii) above		37.52	-	37.52
(iv) Loans		1,472.88		1,472.88
(iii) Other financial assets		792.13		792.13
Other current assets	6	1,856.00	(180.20)	1,675.80
		13,083.10	(1,597.91)	11,485.19
Assets classified as held for sale		518.65		518.65
Total current assets		13,601.75	(1,597.91)	12,003.84
Total assets		36,938.14	(779.54)	36,158.60
Equity and liabilities
Equity
Equity share capital		1,193.96	-	1,193.96
Other equity	4	24,421.17	(1,451.05)	22,970.12
Total equity		25,615.13	(1,451.05)	24,164.08
Liabilities
Non-current liabilities
Financial liabilities
(i) Borrowings	7,9	458.57	24.44	483.01
(ii) Other financial liabilities				-
Provisions		229.28	-	229.28
Other non current liabilities	8	6.34	290.20	296.54

Total non-current liabilities		694.19	314.64	1,008.83
Current liabilities
Financial Liabilities
(i) Borrowings		3,305.30	-	3,305.30
(ii) Trade payables		5,145.88	-	5,145.88
(iii) Other financial Liabilities	9	1,061.90	9.81	1,071.71
Other current liabilities	1,8	858.31	347.06	1,205.37
Provisions		5.96	-	5.96
Current tax liabilities (net)		251.47		251.47
Total Current liabilities		10,628.82	356.87	10,985.69
Total liabilities		11,323.01	671.51	11,994.52
Total equity and liabilities		36,938.14	(779.54)	36,158.60

The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.

C. Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.

		As at March 31, 2017
	Notes to first time adoption	Amount as per previous GAAP	Effects of transition to Ind AS	Amount as per Ind AS
Assets
Non-current assets
Property, plant and equipment	9	3,735.14	21.85	3,756.99
Investment property		110.85	-	110.85
Intangible assets		1,181.83	-	1,181.83
Investment in subsidiaries	1	17,000.71	31.26	17,031.97
Financial assets		-	-	-
(i) Investments		50.00	-	50.00
(ii) Loans	6	167.68	(44.30)	123.38
(iii) Other financial assets		1,211.65	-	1,211.65
Deferred tax assets (net)	3	(214.12)	910.30	696.18
Current tax assets (net)		532.88	-	532.88
Other non-current assets	6	213.40	23.65	237.05
Total non-current assets		23,990.02	942.76	24,932.78
Current assets
Inventories		476.01	-	476.01
Financial assets		-	-
(i) Trade receivables	5	7,876.37	(1,418.82)	6,45755
(ii) Cash and cash equivalents		8,514.89	-	8,514.89
(iii) Bank balances other than (ii) above		12,94737	-	12,94737
(iv) Loans		3,383.04	-	3,383.04
(iii) Other financial assets		514.05	-	514.05
Other current assets	6	1,056.42	(31.44)	1,024.98
		34,768.15	(1,450.26)	33,317.89
Assets classified as held for sale		-	-	-

Total current assets		34,768.15	(1,450.26)	33,317.89
Total assets		58,758.17	(507.50)	58,250.67
Equity and liabilities
Equity
Equity share capital		1,416.33	-	1,416.33
Other equity	4	34,776.53	(1,669.78)	33,106.75
Total equity		36,192.86	(1,669.78)	34,523.08
Liabilities
Non-current liabilities
Financial Liabilities
(i) Borrowings	7,9	315.59	25.78	341.37
(ii) Other financial Liabilities		-	-	-
Provisions		244.48	-	244.48
Other non current liabilities	8	6.17	295.69	301.88
Total non-current liabilities		566.25	321.47	887.73
Current liabilities
Financial liabilities
(i) Borrowings		3,311.81	-	3,311.81
(ii) Trade payables		5,448.67	-	5,448.67
(iii) Other financial liabilities	9	12,572.44	16.58	12,589.02
Other current liabilities	1,8	250.12	824.23	1,074.35
Provisions		5.71	-	5.71
Current tax liabilities (net)		410.30	-	410.30
Total Current liabilities		21,999.05	840.81	22,839.86
Total liabilities		22,565.31	1,162.28	23,727.59
Total equity and liabilities		58,758.17	(507.50)	58,250.67

*The previous 6AAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.

C. Reconciliation of total comprehensive income for the year ended March 31, 2017:

	Notes to first-time adoption	Amount as per previous 6AAP	Effects of transition to Ind AS	Amount as per Ind AS
Income
Revenue from operations	8	14,783.60	(498.26)	14,285.34
Other income	6,1	922.57	38.17	960.73
Total income		15,706.16	(460.10)	15,246.08
Expenses
Purchase of raw materials		1,065.77	-	1,065.77
Changes in inventory		(65.96)	-	(65.96)
Employee benefits expense	2	2,688.27	6.85	2,695.12
Finance costs	7,9	525.08	16.63	541.71
Depreciation and amortisation expense	9	478.86	0.41	479.27
Franchise expenses		5,005.85	(140.49)	4,865.36
Other expenses	5,6	4,932.50	17.82	4,950.31
Total Expenses		14,630.36	(98.79)	14,531.57
Profit/(loss) before tax		1,075.81	(361.31)	714.51

Tax expense:
Current tax		282.70	-	282.70
Deferred tax	3	68.69	(129.70)	(61.01)
Profit/(loss) for the year		724.41	(231.61)	492.81
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurement of defined benefit plans	2	-	6.85	6.85
Income tax relating to items that will not be reclassified to profit or loss	10
Income tax relating to remeasurement of defined benefit plans		-	(2.37)	(2.37)
Total other comprehensive income for the year (B)		-	4.48	4.48
Total comprehensive income for the year (A B)		724.41	(227.13)	497.29

The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.

C. Reconciliation of total equity as at March 31, 2017 and April 1, 2016

	Notes to first-time adoption	As at March 31, 2017	As at April 1, 2016
Total equity as per Previous GAAP		36,192.86	25,615.13
Adjustments:
Ind AS opening impacts		(1,451.05)	-
Fair valuation of security deposits	6	(0.51)	(3.87)
Deferred revenue on admission and franchise fees paid	8	(357.78)	(810.22)
Recognition of financial guarantees given at fair value	1	21.98	3.59
Recognition of financial guarantees received at fair value	1	(8.53)	(18.67)
Impact of finance lease obligation	9	(6.79)	(17.29)
Provision for expected credit losses on trade receivables	5	(1.11)	(1,219.82)
Measurement of borrowings as per effective interest rate method	7	(1.73)	5.31
Remeasurement of defined benefit plans	10	(6.85)	-
Impact on written off vocational trade receivable	5	-	(197.89)
Recognition of deemed equity from financial guarantee	1	8.40	24.84
Tax effects of above adjustments	3	129.71	782.97
Total adjustments		(1,674.26)	(1,451.05)
Total equity as per Ind AS		34,518.60	24,164.08
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurement of defined benefit plans	11	6.85	-
Income tax relating to items that will not be reclassified to profit or loss
Income tax relating to remeasurement of defined benefit plans	11	(2.37)	-
		4.48
Total equity as per Ind AS		34,523.08	24,164.08

C. Reconciliation of total comprehensive income/ (expense)

	Notes to first-time adoption	Year ended March 31, 2017
Profit after tax as per Previous GAAP		724.39
Recognition of financial guarantees given	1	21.98
Recognition of financial guarantees received	1	(8.53)
Deferred revenue on admission and franchise fees	8	(357.78)
Impact of finance lease obligations	9	(6.79)
Remeasurement of defined benefit plans	10	(6.85)
Measurement of borrowings as per effective interest rate method	7	(1.73)
Fair valuation of security deposits	6	(0.51)
Provision for expected credit losses on trade receivables	5	(1.11)
Tax effects of above adjustments	3	129.71
Total adjustments		(231.61)
Profit after tax as per Ind AS		492.78
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurement of defined benefit plans	10	6.85
Income tax relating to items that will not be reclassified to profit or loss
Income tax relating to remeasurement of defined benefit plans	10	(2.37)
Total comprehensive income as per Ind AS		492.78

Impact of Ind AS adoption on the statements of cash flows for the year ended March 31, 2017

There were no material differences between the statement of cash flows presented under Ind AS and the Previous GAAP except due to various re-classification adjustments recorded under Ind AS and difference in the definition of cash and cash equivalents under these two GAAPs.

C. Notes to first-time adoption: 1. Financial guarantee

Under the previous GAAP, no accounting treatment was done for financial guarantee received by the company and guarantees given to its subsidiary companies. However under Ind AS, company has to recognise the guarantee at fair value with a corresponding impact under other equity.

The impact of the above change is as follows: Financial guarantee received

Effect to Balance Sheet	As at March 31, 2017	As at April 1, 2016
Increase in deemed equity	33.24	24.84
(Decrease) in retained earnings	(27.19)	(18.67)
Increase in prepaid expense	6.05	6.18

Effect to Statement of profit and loss	Year ended March 31, 2017
Increase in notional finance income	21.98

Financial guarantee given

Effect to Balance Sheet	As at March 31, 2017	As at April 1, 2016
Increase in deemed investments	31.25	24.87
Increase in retained earnings	25.57	3.59
Increase in deferred revenue	5.68	21.29

	Amount in Rupees lacs
Effect to Statement of profit and loss	Year ended March 31, 2017
Increase in notional finance expense	8.53

2 Remeasurements of post-employment benefit obligations

Under the previous GAAP, remeasurements i.e acturial gains and Losses on the net defined Liability were forming part of the profit or Loss for the year. Under Ind AS, actuarial gains and Losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of profit or loss. As a result, profit for the year ended March 31, 2017 decreased by Rs. 6.85 lacs and is reclassified to other comprehensive income. There is no impact on the total equity as at March 31, 2017.

3 Deferred tax

Under previous GAAP, deferred tax accounting was done using income statement approach, which focuses on difference between taxable profits and accounting profits for the period. Ind AS requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. Transition to Ind AS has resulted in increase of net deferred tax asset by Rs. 782.97 lacs as at April 1, 2016 and Rs. 910.30 lacs as at March 31, 2017

4 Other equity

Retained earnings as at April 1, 2016 has been adjusted consequent to the above Ind AS transition adjustments.

5 Trade Receivables

As per Ind AS, the Company is required to apply expected credit loss model for recognising the allowance for doubtful debts. The impact of the above change is as follows:

Effect to Balance Sheet	As at March 31, 2017	As at April 1, 2016
Increase in provision for expected credit losses on trade receivables	1,220.93	1,219.82
(Decrease) in retained earnings	(1,220.93)	(1,219.82)

Effect to Statement of profit and loss	Year ended March 31, 2017
Increase in provision for expected credit losses on trade receivables	1.11

6 Security deposits

Under previous GAAP, interest free security deposits (that are refundable in cash on completion of the term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognised at fair value. Accordingly the Company has fair valued these security deposits. Difference between the fair value and transaction value of the security deposits has been recognised as deferred rent. The impact of the above change is as follows:

Effect to Balance Sheet	As at March 31, 2017	As at April 1, 2016
(Decrease) in security deposit	(44.30)	(36.63)
Increase in prepaid rent	39.91	32.76
(Decrease) in retained earnings	(4.38)	(3.87)

Effect to Statement of profit and loss	Year ended March 31, 2017
Increase in rent expense	0.51

7. Borrowings

Ind AS requires transaction costs incurred towards origination of borrowings to be deducted from the carrying amount of borrowings on initial recognition. These costs are recognised in the profit or loss over the tenure of the borrowing as part of the interest expense by applying the effective interest rate method. Under previous GAAP, these transaction costs were charged to profit or loss as and when incurred. The impact of the above change is as follows:

Effect to Balance Sheet	As at March 31, 2017	As at April 1, 2016
(Decrease) in borrowings	(3.58)	(5.31)
Effect to Statement of profit and loss		Year ended March 31, 2017
Increase in interest expense		1.73

8. Revenue

Under previous GAAP admission fees and initial start-up fees was recognised upfront in statement of profit and Loss. However under Ind AS the company is required to recognise the admission fees as per the duration of the underlying course and recognise the initial start-up fees on a straight basis over the tenure of franchisee agreement. The impact of the above change is as follows:

Effect to Balance Sheet	As at March 31, 2017	As at April 1, 2016
(Decrease) in retained earnings	(357.78)	(810.22)
(Decrease) in trade receivable	(197.89)	(197.89)
Effect to Statement of profit and loss		Year ended March 31, 2017
(Decrease) in revenue		(498.26)
(Decrease) in other expenses		(140.48)

9. Finance lease obligations

Under previous GAAP, leasehold land was capitalized at an amount equal to the upfront payments made at the time lease. However, under Ind AS, such leases are capitalised at the present value of the total minimum lease payments to be paid over the lease term. Accordingly, future lease rentals have been recognised as ''finance lease obligation'' at their present values. The effect of the adjustment has resulted in reduction in retained earnings by Rs. 17.29 lacs with corresponding increase in non current borrowings by Rs. 26.80 lacs (April 1, 2016: Rs. 26.80 lacs) and current financial liabilities by Rs.19.13 lacs (April 1, 2016: Rs. 12.75 lacs). During financial year 2016-17 there was increase in PPE by Rs. 21.85 lacs (April 1, 2016: Rs. 22.26 lacs) and increase in finance cost was Rs. 6.38 lacs. The impact of the above change is as follows:

Effect to Balance Sheet	As at March 31, 2017	As at April 1, 2016
Increase in non current borrowings	26.80	26.80
Increase in current financial liabilities	19.13	12.75
Increase in property, plant and equipment	21.85	22.26
(Decrease) in retained earnings	(24.09)	(17.30)
Effect to Statement of profit and loss		Year ended March 31, 2017
Increase in interest expense		6.37
Increase in depreciation expense		0.42

10 Other comprehensive income

Under previous GAAP, there was no requirement to disclose any item of statement of profit and loss in other comprehensive income. However as per requirement of Ind AS certain items of profit or loss are to be reclassified to other comprehensive income. Consequent to this, the Company has reclassified remeasurement of defined benefit plans from the statement of profit and loss to other comprehensive income.

11 Statement of cash flows

The transition from Indian GAAP to Ind AS has not had a material impact on the statement of cash flows.

59 There are no borrowing cost have been capitalised for the year ended March 31, 2018 and March 31, 2017.

60 Previous year''s figures have been regrouped / reclassified as per the current year''s presentation for the purpose of comparability.

As per report of even date. For Haribhakti & Co. LLP
Chartered Accountants
ICAI Firm Registration No.:103523W/W100048
			For and on behalf of the	Board of Directors of
				CL Educate Limited
sd/-	sd/-	sd/-	sd/-	sd/-
Raj Kumar Agarwal	Gautam Puri	Nikhil Mahajan	Rachna Sharma	Sudhir Bhargava
Partner	Vice Chairman &MD	Executive Director and	Company Secretary	Chief Financial
Membership No.:074715 DIN: 00033548		Group CEO Enterprise	and Compliance Officer	Officer
Place: New Delhi Date : May 23, 2018		Business	ICSIM. No.:A17780
		DIN: 00033404	Place: New Delhi Date : May 23, 2018

---

Mar 31, 2017

The equity shares of the Company were listed on BSE and NSE with effect from March 31, 2017 Footnote ii For the year ended March 31, 2016

The Company on September 7, 2015 entered into an agreement with the promoters of Accendere Knowledge Management Services Private Limited (hereinafter referred as "AKMS") to acquire 51% of share capital of AKMS held by them for a consideration of Rs.134,639,700. The Company has issued 185,830 equity shares of Rs.10 each at a price of Rs.590 per share and balance consideration amounting Rs.25,000,000 to be paid in cash in three tranches as per the share purchase agreement dated September 7, 2015. (Refer footnote i of note 13)

The Board of Directors of the Company at its meeting held on August 3, 2015 approved further investment in equity shares of Career Launcher Education and Infrastructure Services ("CLEIS"), by making an offer to purchase 199,553 equity shares of CLEIS held by Bilakes Consulting Private Limited (hereinafter referred as "Bilakes") at a consideration of Rs.56,066,660. The Company has issued 79,774 equity shares of Rs.10 each at a price of Rs.590 per share to Bilakes and balance consideration amounting Rs.9,000,000 is to be paid in cash. Consequent to such investment, the Company now holds 100% share in CLEIS.

1. Terms/rights attached to equity shares Voting

Each holder of equity shares is entitled to one vote per share held.

Dividends

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in ensuing Annual General Meeting except in the case where interim dividend is distributed. The Company has not distributed any dividend in the current year and previous year.

Liquidation

In the event of liquidation of the Company, the holders of equity shares shall be entitled to receive all of the remaining assets of the Company, after distribution of all preferential amounts, if any. Such distribution amounts will be in proportion to the number of equity shares held by the shareholders.

2. The Company does not have any holding Company.

3. Shares held by the shareholders holding more than 5% shares in the Company.

4. Class-I shares-Equity shares

In addition to aforesaid, the Company has issued equity shares aggregating 75,300 (previous year 36,504) of Rs.10 each fully paid up during the period of five years immediately preceding the reporting date, on exercise of options granted under the employee stock option plans wherein part consideration was received in form of employee services.

5. No class of shares have been bought back by the Company during the period of five years immediately preceding the reporting date.

Shares reserved for issue under options

6. Employees stock option schemes (ESOP) (refer note 34)

The Company has one stock option plan. Employee stock options are convertible into equity shares in accordance with the employees'' stock option plan.

Pursuant to the resolution passed by the Board of Directors at its meeting on March 6, 2008 and the Special Resolution passed by the members in the EGM held on March 31, 2008, the Company introduced "Career Launcher Employee Stock Options Plan 2008" which provides for the issue of 250,000 equity shares to employees of the Company and its subsidiaries. All the above options granted are planned to be settled in equity at the time of exercise and have maximum vesting period of 3 years from the date of respective grants. As at March 31, 2017 and March 31, 2016 the Company had 13,168 and 48,518 number of shares reserved for issue under the scheme respectively.

Pursuant to the resolution passed by the Board of Directors at its meeting held on January 28, 2014 and special resolution passed by the members in the Extraordinary general meeting held on May 29, 2014, the Company renewed "Career Launcher Employee Stock Options Plan 2008" for a further period of one year i.e. from April 01, 2014 up to March 31, 2015 by Board and from May 30, 2014 up to May 29, 2015 by shareholders respectively. Further, pursuant to resolution passed by Board of Directors at its meeting held on August 11, 2014 and special resolution passed by the members in its Annual General Meeting held on September 5, 2014 adopted the amended and extended "Amended Career Launcher Employee Stock Options Plan 2008" the same is valid for further period of 3 years. Further, pursuant to resolution passed by Board of Directors at its meeting held on January 29, 2016 and special resolution passed by the members in its Extraordinary General Meeting held on March 22, 2016 adopted "Amended and Restated Career Launcher Employee Stock Options Plan 2014"

7. Secured term loans from bank-other term loans

The Company had entered into a finance facility agreement with limit amounting Rs.510,000,000 (previous year Rs.510,000,000) with Kotak Mahindra Bank, under which various term loans and overdrafts have been availed at different times during the current year and previous year.

The term loans so availed comprise two loans of Rs.50,000,000 and Rs.44,000,000. Year end balances of these loans are Rs. Nil and Rs.24,514,021 (previous year Rs.9,140,254 and Rs.35,008,625) respectively.

Interest rate:

These loans carry interest at bank''s base rate 3.75% (previous year bank''s base rate 3.75%) per annum ranging from 13.25% to 14.25% (previous year 13.25% to 14.25%).

e-payment

The loan of Rs.50,000,000 was repayable in 24 equal monthly installments of Rs.2,406,554 (inclusive of interest) for which July 25, 2016 was the last installment date.

The loan of Rs.44,000,000 is repayable in 48 equal monthly installments of Rs.1,207,890 (inclusive of interest) for which March 01, 2019 is the last installment date.

Primary security

These loans together with short term borrowings are secured by way of first and exclusive charge on all present and future current and moveable assets including moveable fixed assets of the Company.

Collateral security

Lien over fixed deposits of Rs.110,000,000

The loans are further secured by equitable mortgage on following properties of the Company:

- Plot No. 15-A , Block II , Knowledge Park, Greater Noida

- Plot No. 9A, Sector 27-A, Faridabad

- Office space No. 1 and 2, Third Floor, FC Road, Shivaji Nagar, Pune

- Unit No. 207, Second Floor, District Centre, Laxmi Nagar, Delhi

- Office Space No. 201, Second Floor, Business Point, Andheri West, Mumbai.

The loans are further secured by personal guarantees of the promoter and directors (Satyanarayan R., Gautam Puri and Nikhil Mahajan) of the Company.

These loans are part of overall limit sanctioned by the bank to the Company, which comprise term loans as detailed above, overdraft facility upto Rs.385,000,000 (Previous year Rs.440,000,000) (disclosed in short term borrowings in the financial statements), cash management facility of Rs.2,500,000 (Previous Year Rs.2,500,000) and overdraft against credit card receivables of Rs.15,000,000 (availed) (Previous Year Rs.15,000,000). Securities mentioned above are securities provided by the Company for such overall limit.

8. Term Loan- from others

Unsecured loans represent term loan taken from Shri Ram City Union Finance Limited.

Interest rate:

These loans carry interest at 16.00% per annum.

Repayment schedule:

During the year, the Company has taken an additional loan of Rs.15,000,000 which is repayable in 36 equal monthly installments of Rs.527,356 (inclusive of interest) for which September 5, 2019 is the last installment date.

During the previous year, the Company had taken loan of Rs.30,000,000 which is repayable in 36 equal monthly installments of Rs.1,054,711 (inclusive of interest) for which January 5, 2019 is the last installment date.

Collateral security:

- The loan is secured by personal guarantees of the promoter and directors (Satyanarayan R., Gautam Puri and Nikhil Mahajan) of the Company.

- Registered mortgage of agricultural land in Amritsar capitalized in the books of subsidiary named Career Launcher Infrastructure Private Limited.

- 125,000 shares of the Company held by Bilakes Consulting Private Limited.

Aggregate amount of loans guaranteed by directors of the Company Rs.388,539,746 (previous year Rs.403,142,220) [Includes amount of Rs.26,637,895 (previous year Rs.28,329,202) disclosed under other current liabilities as current maturities of long term borrowing (Refer note 10)] and short term borrowings amounting Rs.331,180,610 (previous year Rs.330,530,375) (Refer note 8).

9. Deferred tax liabilities

In accordance with Accounting Standard 22 on ‘Accounting for Taxes on Income'' the increase in net Deferred Tax Liability of Rs. 6,869,206 for the current year has been recognized as charge in the Statement of Profit and Loss. The tax effect of significant timing differences as at March 31, 2017 that reverse in one or more subsequent years gave rise to the following net Deferred Tax Liabilities as at March 31, 2017.

Footnote: i

Includes Rs.1,290,597,927 (Previous year Rs. Nil) lying in Public Issue account CL Educate IPO and which is considered as restricted cash.

Footnote: ii

Current deposits include:

- Deposits of Rs.1,549,636 (Previous year Rs.1,333,620) for issue of guarantees in favor of Northern Eastern Council Secretariat, Shilong,

Noncurrent deposits include:

- Deposits of Rs.101,094 (Previous year Rs.75,000) for issue of guarantees in favor of value added tax authorities,

- Deposits of Rs.1,975,935 (Previous year Rs.1,684,764) for issue of guarantees in favor of Development Support Agency of Gujarat- TDD Project,

- Deposits of Rs.255,696 (Previous year Rs.200,000) for issue of guarantees in favor of The Directorate of Employment Training, Gandhi Nagar-TDD,

- Deposits aggregating to Rs.110,000,000 (Previous year Rs.110,000,000) pledged with banks for overall loan facility (Refer footnote ii of note 6).

- Deposits of Rs.81,965 (Previous year Rs.70,269) submitted in bank against consumer court case appeal

- Deposits of Rs.8,750,000 (Previous year Rs. Nil) pledged with Shri Ram City Union Finance Limited for loan taken (Refer footnote iii of note 5).

Amount above includes:

10. Demand for service tax aggregating Rs.160,784,835 (previous year Rs.160,784,835) for the period July 1, 2003 to September 30, 2010 is disputed by the Company. Penalty of Rs.71,022,306 (previous year Rs.71,022,306) has also been imposed under Section 78 of the Finance Act, 1994. The Company has preferred an appeal with CESTAT against these orders of the Commissioner of Service tax. The Company has paid Rs.21,302,000 (previous year Rs.21,302,000) against the said demand. During the year, CESTAT has allowed the appeal filed by the Company and set aside the earlier demand issued by the Commissioner of Service Tax.

11. Demand for service tax aggregating Rs.29,189,006 (previous year Rs.29,189,006) for the period October 2010 to June 2012 is disputed by the Company and against which the Company has filed an appeal before Commissioner (Appeals) of Service tax.

12. Demand for service tax aggregating Rs.3,118,307 (previous year Rs.3,118,307) for the period 2004-05 to 2007-08 due to incorrect availment of service tax cenvat credit is disputed by the Company . Penalty, aggregating Rs.3,100,000 (previous year Rs.3,100,000) has also been levied under Section 15 read with Rule 15 of Cenvat Credit Rules, 2004. During the previous year, the Company had received an order passed by Commissioner (Appeals) of Service tax. The Company had preferred an appeal with CESTAT against the order of the Commissioner (Appeals) of Service tax.

13. The Company had received a demand for service tax in earlier years aggregating Rs.40,097,178 (previous year Rs.40,097,178) for the period 2008-09 to 2011-12 due to incorrect availment of service tax cenvat credit. The Company has disputed the demand and has filed a reply with Commissioner (Appeals) of Service tax and preferred an appeal before CESTAT against the order of Commissioner (Appeals) of Service tax.

14. Other cases

Triangle Education, a franchisee of the Company in Jaipur, had arbitrarily terminated the agreement and started a competing business using the brand of CL Educate. The Company has filed a statement of claim before the sole Arbitrator amounting Rs.19,000,000 (previous year Rs.19,000,000) against triangle education. Triangle Education also filed a counter claim against the Company amounting Rs.3,205,961 (previous year Rs.3,205,961).

A student, has filled a case against the Company for refund of fees amounting Rs.619,594 (previous year Rs.619,954) on the ground that he paid fees to Brilliant Tutorials considering the fact that the Company has a tie-up with Brilliant Tutorial which was subsequently called off by the Company.

The Director of Industries and Commerce cum Chairman MSE- Chandigarh has sent a notice amounting Rs.1,231,604 (including interest of Rs.330,039) on behalf of Reivera Fabricators regarding nonpayment of dues on account of uniforms supplied to Indus World Schools. The Company has preferred an appeal against the same and the matter is pending for final argument.

Based on the interpretations of the provisions of the relevant statutes involved, the Company is of the view that the demands referred above are likely to be deleted or substantially reduced and penalty waived off by appellate authorities at higher levels and accordingly no further provision is required.

15. Employees share based payment plan

The Company has "Amended and Restated Career Launcher Employee Stock Options Plan 2014 (CL ESOP -2014)" which provides for the issue of 250,000 stock options to directors and employees of the Company and its subsidiaries companies. The plan entitles directors and employees to purchase equity shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. The vesting period for the share options is 3 years from the grant date. All exercised options shall be settled by physical delivery of equity shares. As per the plan holders of vesting options are entitle to purchase one equity share for each option. Till date 312,468 (previous year 272,468) stock options have been granted under this scheme.

*Although a total of 250,000 options were available to be granted, these include grants that had been forfeited/lapsed, and pooled back, and granted again. At no point of time did the total number of options granted under the plan exceed 250,000.

16. Segment reporting

Primary segment

The Company has identified two reportable business segments as primary segments: Education and training programme (including sale of study material) and Vocational training. The segment have been identified and reported taking into account the nature of products, the differing risks and returns, the organization structure and the internal financial reporting systems. Education and training programme (including sale of study material) mainly include coaching for higher education entrances. Vocational training includes specific projects undertaken (including government projects).

Financial information about the primary segments is given below:

‘Abbreviations: AED: United Arab Emirates Dirham, SGD: Singapore Dollar and USD: United States Dollar.

17. Section 135 of the Companies Act, 2013, which came into effect on April 1, 2014, requires the Company to constitute a Corporate Social Responsibility (CSR) Committee of Directors, adopt a CSR Policy and spend at least 2% of its average net profits made during the immediately preceding three Financial Years towards CSR activities as set out in Schedule VII to the Companies Act, 2013.

Accordingly, the board of directors approved CSR Policy of the Company at its meeting held on February 16, 2015. In accordance with the provisions of Section 135 of the Companies Act, 2013, the Company was required to spend Rs.2,887,804 (previous year 1,675,633) on prescribed CSR activities. The Company is yet to undertake CSR activities and in accordance with the guidance provided by the Institute of Chartered Accountants of India, no provision has been recorded in the books of account towards such unspent expenditure.

18. In the Financial Year 2009-10, the Company had given a franchisee to Ms Monica Oli in the name of Comprehensive Education and IT Training Institute to provide test preparation services in Dubai (UAE). In the Financial Year 2012-13, the Company had terminated the franchise agreement on account of non-recovery of fees collected by the franchisee from students. At the time of the cancellation of agreement the total amount of receivables from and payable to Ms Monica Oli in the name of Comprehensive Education and IT Training Institute were AED 1,019,842 (Rs.15,088,052) and AED 261,318 (Rs.3,866,069) respectively. The details of the amount recoverable are as follows:

19. An amount of AED 625,775 on account of short deposit of fee collected by Monica Oli in the name of the Company from the students;

20. An amount of AED 1,392,200 on account of fee collected by Monika Oli against the installment due as on January 31, 2013 and not deposited in the bank account of the Company.

21. An amount of AED 18,120 on account of settlement of wage account and cancellation of visa of Mr. Yogeshwar Singh Batyal by the Company;

22. An amount of AED 4,300 on account of payment of outstanding dues of bill in respect of communication expenses of Mr. Akhilesh Jha, an employee and erstwhile center manager of Dubai office of the Company.

In the Financial Year 2012-13, the Company had adjusted/squared off traded receivables of AED 261,318 (Rs.3,866,069) against the amounts payable to AED 261,318 (Rs.3,866,069) on account of its share in the books of account.

In the Financial Year 2013-14, the Company had initiated legal actions against Monica Oli to recover the said amounts. The Company had sent legal notice dated November 6, 2013 to Monica Oli asking her to pay the following amounts to the Company.

23. An amount of AED 2,040,395 as mentioned above;

24. An amount of AED 50,000 on account of losses suffered by the Company due to non-communication by Monika Oli regarding termination of agreement;

25. An amount of AED 1,000,000 on account of damages for starting a same/similar business in violation of terms of the agreement and unauthorizedly using data/information, manuals etc. pertaining to the Company;

The Company had preferred arbitration in the matter and the Hon''ble Arbitrator had issued notices to parties for appearance. During the Financial Year 2014-15, on March 16, 2015 the Hon''ble Arbritrator has passed an award amounting AED 2,063,267 (equivalent to Rs.35,137,437) in favour of the Company.

During the previous year, the Company has filed execution petition to Delhi High Court for execution of award passed by Hon''ble Arbritrator and matter is listed for further proceedings.

Subsequent to Financial Year 2016-17, the Company has obtained necessary documents from Delhi High Court and were submitted to Ministry of Law on April 13, 2017. The Company understand that these documents have been sent to UAE through Indian Embassy for depositing in Dubai Courts for execution. On receipt of submission detail the Company will follow up the case in Dubai court.

26. The Company has filed legal cases against certain debtors for recovery of outstanding receivables amounting Rs.13,634,645 (previous year Rs.13,930,740). The Company is of the view that all such balances are fully recoverable and no provision is required. Further, the Company has also filed cases against certain parties for recovery of damages arising from fraudulent use of Company''s brand name, violation of terms and conditions of employment etc, amounting Rs.74,093,424 (previous year Rs.51,460,794). The amount likely to be realized, in all these cases, is currently not ascertainable but the Company, based on discussion with concerned lawyers and the proceedings of the cases is hopeful that there would not be any adverse impact on the financial position, and the realization would be more than the outstanding amount. The Company has recorded all expenses pertaining to legal & professional charges in respect of all such cases.

27. During the previous year, the management became aware of inappropriate actions of the finance manager of the Company involving unauthorized payment of personal utility bills like electricity, water, telephone etc. Consequently, the management appointed a consultant to investigate the matter and since the finance manager was one of the joint signatories for payment from banks, the scope of investigation was extended to include review of transactions and bank payments for last 4 years. During the investigation it was found that finance manager had been paying his personal utility bills from the Company''s bank accountforthelast3yearsbyincludinghispersonalbillsduringthebatchprocessingofpaymentsofCompany''sgenuine utility bills. During the investigation, it was also found that large amounts of cash were transferred to various bank accounts which were in the name of the finance manager and his family members. The matter was discussed with the finance manager and he failed to provide any proper justification. From a detailed scrutiny of the bank statements and RTGS/NEFT details it was found that a total of Rs.4,700,000 was transferred in various bank accounts operated by the finance manager and/ or his family members and the total misappropriation was to the tune of Rs.4,764,402. The modus operandi was to affect these payments during batch processing of payments through RTGS/NEFT and adjusting these against the following:

- Unclaimed credits lying in the Company''s vendor accounts;

- Putting fake invoices in the vendors, customers, employees, franchisees accounts;

- Showing as funds transfer to other Bank accounts and later reversed and put it in other ledgers;

Out of the total amount misappropriated by the finance manager either through fraudulent transfer to personal bank accounts or through payment of his personal bills aggregate Rs.4,764,402 a sum of Rs.4,700,000 is recovered by the Company, from the finance manager and his services have been terminated with immediate effect.

28. During the previous year, while following up for outstanding fees payable by the students at one of the centre operated by the Company, the Company had become aware that the center manager in collusion with 3 other employees had been misappropriating funds by either issuing temporary receipts to the students, entering lesser or no amount in the ERP against the fees collected from students. Upon a detailed investigation, it was found that such employees had misappropriated funds aggregating Rs.1,487,651. All such employees were issued show cause notices and were terminated after due processes. The Company had been able to recover Rs.900,000 from such employees. The management of the Company had initiated the process of further strengthening the controls and put such checks in place as necessary to prevent such instances of fraud in the future.

29. During the year ended March 31, 2017 pursuant to initial public offering (IPO), 2,180,119 equity shares of Rs.10 each were allotted to public at a premium of Rs.492 per share along with offer for sale of 2,579,881 equity shares by the selling shareholders. The proceeds of the IPO was in Escrow account as at March 31, 2017. The details of which are as under:

30. The Board and shareholders of the Company had passed the resolution for IPO on August 11, 2014. Pursuant to such resolution, the Company appointed Lawyers and Bankers and submitted a Draft Red Herring Prospectus (DRHP) with Securities & Exchange Board of India (SEBI) on September 29, 2014. However, due to various strategic reasons, the Company had to withdraw the DRHP in April 2015. The Company thereafter resubmitted DRHP with SEBI, after certain restructuring, on March 16, 2016 and completed the IPO with listing on the stock exchanges by March 31, 2017.

In the course of submitting the DRHP and going for IPO, the Company incurred expenses aggregating Rs.33,480,134 (net of service tax) towards audit and financial restatement engagement, legal counsel fees, merchant banker fees and other incidental expenses in relation to submission of DRHP on September 29, 2014. The Company also paid filing fee to SEBI and the stock exchanges.

In course of resubmission of DRHP on March 16, 2016, the Company incurred further expenses, aggregating Rs.172,731,681 (net of service tax) towards merchant banker fees, legal counsel fees, brokerage and selling commission, auditors fees, registrar to the issue, printing and stationary expenses, advertising and marketing expenses, fees to SEBI and stock exchanges and other incidental expenses related to IPO, and accordingly summed up the total cost of entire process to Rs.206,211,815. However, the Bankers decided to include only Rs.172,731,681 towards cost of the IPO and same was included in the prospectus filed by the Company with the ROC. Amount of Rs.97,924,337 have been recovered from the selling shareholders and is held in Escrow Account as at March 31, 2017 and the balance Rs.108,287,478 (Rs.74,807,344 agreed by the banker Rs.33,480,134 incurred initially) and have been adjusted against the Securities Premium in accordance with Section 52 of the Act.

31. The Company has reclassified/regrouped previous year figures where necessary to conform to the current year''s classification.

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Mar 31, 2016

1. Employee benefits obligations

The Company has in accordance with the Accounting Standard-15 ''Employee Benefits'' calculated various benefits provided to employees as under:

During the year, the Company has recognized the following amounts in the Statement of Profit and Loss:

Defined benefit plans and other long term employee benefits:

The present value obligation in respect of gratuity and earned leave is determined based on actuarial valuation using the projected unit credit method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligations. The summarized positions of various defined benefits are as under:

Note:

The discount rate has been assumed at 8.00% (previous year 8.00%) which is determined by reference to market yield at the balance sheet date on government securities. The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The plan assets of the Company are managed by Life Insurance Corporation of India through a trust managed by the Company in terms of an insurance policy taken to fund obligations of the Company with respect to its gratuity plan. The categories of plan assets as a percentage of total plan assets is based on information provided by Life Insurance Corporation of India with respect to its investment pattern for group gratuity fund for investments managed in total for several other companies. Information on categories of plan assets as at March 31, 2016 and March 31, 2015 has not been provided by Life Insurance Corporation of India.

2. Employees share based payment plan

Pursuant to shareholder resolution dated March 6, 2008, the Company introduced “Employee Stock Option Plan 2008 (CL ESOP -2008)” which provides for the issue of 250,000 stock options to directors and employees of the Company and its subsidiaries companies. The plan entitles directors and employees to purchase equity shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. The vesting period for the share options is 3 years from the grant date. All exercised options shall be settled by physical delivery of equity shares. As per the plan holders of vesting options are entitle to purchase one equity share for each option. Till date 272,468 (previous year 272,468) stock options have been granted under this scheme.

*Although a total of 250,000 options were available to be granted, these include grants that had been forfeited/lapsed, and pooled back, and granted again. At no point of time did the total number of options granted under the plan exceed 250,000.

Footnote:

Includes expenses of amounting '' Nil in current year and reversal of liability amounting Rs, 1,279,308 in previous year on account of stock options of CLEIS, a subsidiary of the Company, to employees of the Company.

The information concerning stock options granted, exercised, forfeited and outstanding at the year-end is as follows:

3. Segment reporting Primary segment

The Company has identified two reportable business segments as primary segments: Education and training programme (including sale of study material) and Vocational training. The segment have been identified and reported taking into account the nature of products, the differing risks and returns, the organization structure and the internal financial reporting systems.

Education and training programme (including sale of study material) mainly include coaching for higher education entrances.

Vocational training includes specific projects undertaken (including government projects).

4. Leases As lessee

The Company is a lessee under various operating leases for coaching centres across India. The lease terms of these premises range from 1 to 2 years and accordingly are short term leases. Rental expense for operating lease for the year ended March 31, 2016 and March 31, 2015 was Rs, 99,508,154 and Rs, 70,572,676 respectively. Total of future minimum lease payments under non-cancellable leases are as follows:

As lessor

The Company has given a portion of its premises on cancellable operating lease to various franchisees.

Lease receipts are recognized in the Statement of Profit and Loss during the year amounting Rs, 1,125,000 (Previous year Rs, 1,525,588). There are no non-cancellable leases and hence disclosure relating to minimum lease receipts has not been provided.

*Abbreviations: AED: United Arab Emirates Dirham, QAR: Qatari Rial, SGD: Singapore Dollar and USD: United States Dollar.

5. Section 135 of the Companies Act, 2013, which came into effect on April 1, 2014, requires the Company to constitute a Corporate Social Responsibility (CSR) Committee of Directors, adopt a CSR Policy and spend at least 2% of its average net profits made during the immediately preceding three financial years towards CSR activities as set out in Schedule VII to the Companies Act, 2013.

Accordingly, the board of directors approved CSR Policy of the Company at its meeting held on February 16, 2015. In accordance with the provisions of Section 135 of the Companies Act, 2013, the Company was required to spend ''1,675,633 (previous year 224,239) on prescribed CSR activities. The Company is yet to undertake CSR activities and in accordance with the guidance provided by the Institute of Chartered Accountants of India, no provision has been recorded in the books of account towards such unspent expenditure.

6. Disclosure relating to suppliers registered under Micro, Small and Medium Enterprise Development Act, 2006 (MSMED Act, 2006):

7. Related party disclosure

The disclosure as required by the Accounting Standard -18 (Related Party Disclosure) are given below:

(A) List of related parties with whom transactions have taken place:

Nature of relationship Name of related party

Subsidiary companies i. Career Launcher Education Infrastructure & Services Ltd, India

(Including subsidiaries of ii. CL Media Private Limited, India

^{subsidiaries)} iii. Kestone Asia Educational Hub Pte Ltd, Singapore

iv. Kestone Integrated Marketing Services Private Limited, India

v. Career Launcher Infrastructure Private Limited, India

vi. CL Higher Education Services Private Limited, India (Upto March 31, 2015)

vii. G K Publications Private limited, India

viii. Accenture Knowledge Management Services Private Limited, India (From September 7, 2015)

Enterprises in which key i. Career Launcher Education Foundation, India

^{management personnel} ii. Career Launcher Employee Welfare Society

^{and their relatives are able} iii. Career Launcher Employee Group Gratuity Trust to exercise significant

iv. Nalanda Foundation

influence

v. Bilakes Consulting Private Limited Key Management i. Mr. Satya Narayanan R ^Personnel ii. Mr. Gautam Puri

iii. Mr. Nikhil Mahajan

7. In the financial year 2009-10, the Company had given a franchisee to Ms Monica Oli in the name of Comprehensive Education and IT Training Institute to provide test preparation services in Dubai (UAE). In the financial year 2012-13, the Company had terminated the franchise agreement on account of non-recovery of fees collected by the franchisee from students. At the time of the cancellation of agreement the total amount of receivables from and payable to Ms Monica Oli in the name of Comprehensive Education and IT Training Institute were AED 1,019,842 (Rs, 15,088,052) and AED 261,318 (Rs, 3,866,069) respectively. The details of the amount recoverable are as follows:

1. An amount of AED 625,775 on account of short deposit of fee collected by Monica Oli in the name of the Company from the students;

2. An amount of AED 1,392,200 on account of fee collected by Monika Oli against the installment due as on January 31, 2013 and not deposited in the bank account of the Company.

3. An amount of AED 18,120 on account of settlement of wage account and cancellation of visa of Mr. Yogeshwar Singh Batyal by the Company;

4. An amount of AED 4,300 on account of payment of outstanding dues of bill in respect of communication expenses of Mr. Akhilesh Jha, an employee and erstwhile center manager of Dubai office of the Company.

In the financial year 2012-13, the Company had adjusted/squared off traded receivables of AED 261,318 (Rs, 3,866,069) against the amounts payable to AED 261,318 (Rs, 3,866,069) on account of its share in the books of account.

In the financial year 2013-14, the Company had initiated legal actions against Monica Oli to recover the said amounts. The Company had sent legal notice dated November 6, 2013 to Monica Oli asking her to pay the following amounts to the Company.

1) An amount of AED 2,040,395 as mentioned above;

2) An amount of AED 50,000 on account of losses suffered by the Company due to no communication by Monika Oli regarding termination of agreement;

3) An amount of AED 1,000,000 on account of damages for starting a same/similar business in violation of terms of the agreement and unauthorized using data/information, manuals etc. pertaining to the Company;

The Company had preferred arbitration in the matter and the Hon''ble Arbitrator had issued notices to parties for appearance.

During the financial year 2014-15, on March 16, 2015 the Hon''ble Arbitrator has passed an award amounting AED 2,063,267 (equivalent to '' 35,137,437) in favour of the Company.

During the current year, the Company has filed execution petition to Delhi High Court for execution of award passed by Humble Arbitrator and matter is listed for further proceedings.

8. The Company has filed legal cases against its debtors for recovery of outstanding receivables amounting '' 13,930,740 (previous year '' 13,172,289). The Company is of the view that all such balances are fully recoverable and no provision is required. Further, the Company has also filed cases against certain parties for recovery of damages amounting '' 51,460,794 (previous year '' 52,038,864 arising from fraudulent use of Company''s brand name, violation of terms and conditions of employment etc. The Company is hopeful of favorable outcome of such cases. However, the amount likely to be realized on settlement of such cases is currently not ascertainable realistically. The Company does not expect any adverse impact on the financial position as a consequence of these legal cases. The Company has recorded all expenses pertaining to legal & professional charges in respect of all such cases.

9 (a). During the year the management became aware of inappropriate actions by the finance manager of the Company involving unauthorized payment of personal utility bills like electricity, water, telephone etc. Consequently, the management appointed a consultant to investigate the matter and since the finance manager was one of the joint signatories for payment from banks, the scope of investigation was extended to include review of transactions and bank payments for last 4 years.

During the investigation it was found that finance manager had been paying his personal utility bills from the Company''s bank account for the last 3 years by including his personal bills during the batch processing of payments of Company''s genuine utility bills.

During the investigation, it was also found that large amounts of cash were transferred to various bank accounts which were in the name of the finance manager and his family members. The matter was discussed with the finance manager and he failed to provide any proper justification. From a detailed scrutiny of the bank statements and RTGS/NEFT details it was found that a total of '' 4,700,000 was transferred in various bank accounts operated by the finance manager and/ or his family members. The modus operandi was to affect these payments during Batch processing of payments through RTGS/NEFT and adjusting these against the following:

- Unclaimed credits lying in the Company''s vendor accounts;

- Putting fake invoices in the vendors, customers, employees, franchisees accounts;

- Showing as funds transfer to other Bank accounts and later reversed and put it in other ledgers;

The total amount misappropriated by the finance manager either through fraudulent transfer to personal bank accounts or through payment of his personal bills aggregate to ''4,764,402. The company has recovered '' 4,700,000 from the finance manager and his services have been terminated with immediate effect.

10 (b). During the year, while following up for outstanding fees payable by the students at one of the centre operated by the Company, the Company became aware that the center manager in collusion with 3 other employees had been misappropriating funds by either issuing temporary receipts to the students, entering lesser or no amount in the ERP against the fees collected from students. Upon a detailed investigation, it was found that such employees had misappropriated funds aggregating '' 1,487,651. All such employees were issued show cause notices and were terminated after due processes. The Company has been able to recover '' 900,000 from such employees.

The management of the Company has initiated the process of further strengthening the controls and put such checks in place as necessary to prevent such instances of fraud in the future.

11. The Company has reclassified/regrouped previous year figures where necessary to conform to the current year''s classification.

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Mar 31, 2015

Note:

The discount rate has been assumed at 8.00% (previous year 9.07%) which is determined by reference to market yield at the balance sheet date on government securities. The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The plan assets of the Company are managed by Life Insurance Corporation of India through a trust managed by the Company in terms of an insurance policy taken to fund obligations of the Company with respect to its gratuity plan. The categories of plan assets as a percentage of total plan assets is based on information provided by Life Insurance Corporation of India with respect to its investment pattern for group gratuity fund for investments managed in total for several other companies. Information on categories of plan assets as at March 31, 2015 and March 31, 2014 has not been provided by Life Insurance Corporation of India.

1.. Employees share based payment plan

Pursuant to shareholder resolution dated March 6, 2008, the Company introduced “Employee Stock Option Plan 2008 (CL ESOP -2008)” which provides for the issue of 250,000 stock options to directors and employees of the Company and its subsidiaries companies. The plan entitles directors and employees to purchase equity shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled by physical delivery of equity shares. As per the plan holders of vesting options are entitle to purchase one equity share for each option. Till date 272,468 (previous year 248,968) stock options have been granted under this scheme.

The terms and conditions related to grant of the share options are as follows:

* Although a total of 250,000 options were available to be granted, these include grants that had been forfeited/lapsed, and pooled back, and granted again. At no point of time did the total number of options granted under the plan exceed 250,000.

Footnote:

Includes reversal of liability amounting Rs, 1,279,308 in current year and expenses amounting Rs, 100,033 in the previous year on account of stock options of CLEIS, a subsidiary of the Company, to employees of the Company.

2. Segment reporting Primary segment

The company has identified two reportable business segments as primary segments: Education and training programme (including sale of study material) and Vocational training. The segment have been identified and reported taking into account the nature of products, the differing risks and returns, the organisation structure and the internal financial reporting systems.

Education and training programme (including sale of study material) mainly include coaching for higher education entrances.

Vocational training includes specific projects undertaken (including government projects).

Financial information about the primary segments is given below:

3. Section 135 of the Companies Act, 2013, which came into effect on April 1, 2014, requires the Company to constitute a Corporate Social Responsibility (CSR) Committee of Directors, adopt a CSR Policy and spend at least 2% of its average net profits made during the immediately preceding three financial years towards CSR activities as set out in Schedule VII to the Companies Act, 2013.

Accordingly, the board of directors approved CSR Policy of the Company at its meeting held on February 16, 2015. In accordance with the provisions of Section 135 of the Companies Act, 2013, the Company was required to spend Rs, 224,239 on prescribed CSR activities. However, as the policy was approved towards the end of the financial year, the Company could not implement the same and thus neither any CSR activity was undertaken nor any amount was spent towards CSR during the year and the company expects to spend the same in next financial year. Further, in accordance with the guidance provided by the Institute of Chartered Accountants of India, no provision has been recorded in the books of account towards such unspent expenditure.

4. Related party disclosure

The disclosure as required by the Accounting Standard -18 (Related Party Disclosure) are given below:

(A) List of related parties with whom transactions have taken place:

Nature of relationship Name of related party

Subsidiary companies (Including subsidiaries of i. Career Launcher USA Inc., USA ( upto September 30, 2013)

subsidiaries) ii. Career Launcher Education Infrastructure & Services Ltd, India

iii. CL Media Private Limited, India

iv.CL Asia Educational Hub Pte Ltd, Singapore ( upto December 4, 2013)

v.Kestone Asia Educational Hub Pte Ltd, Singapore (from December 5, 2013)

vi. Kestone Integrated Marketing Services Private Limited, India

vii. Career Launcher Infrastructure Private Limited, India

viii. CL Higher Education Services Private Limited, India

ix. G K Publications Private limited, India Enterprises in which key management personnel and their i. Career Launcher Education Foundation, India relatives are able to exercise significant influence ii. Career Launcher Employee Welfare Society

iii. Career Launcher Employee Group Gratuity Trust

iv. Nalanda Foundation

v. Bilakes Consulting Private Limited Key Management Personnel i. ^Mr. ^Saty^{a Nara}y^anan ^R

ii. Mr. Gautam Puri

iii. Mr. Nikhil Mahajan

Footnote:

In the previous year, the Company had written off balances due in the nature of short terms loans and advances (‘referred as balances’) recoverable from Career Launcher Education Foundation, enterprise in which key management personnel and their relatives are able to exercise significant influence, as the loans and advances are considered unrecoverable on account of inability of Career Launcher Education Foundation to repay such amounts.

5. In the financial year 2009-10, the Company had given a franchisee to Ms Monica Oli in the name of Comprehensive Education and IT Training Institute to provide test preparation services in Dubai (UAE). In the financial year 2012-13, the Company had terminated the franchise agreement on account of no recovery of fees collected by the franchisee from students. At the time of the cancellation of agreement the total amount of receivables from and payable to Ms Monica Oli in the name of Comprehensive Education and IT Training Institute were AED 1,019,842 ('' 15,088,052) and AED 261,318 ('' 3,866,069) respectively. The details of the amount recoverable are as follows:

1. An amount of AED 625,775 on account of short deposit of fee collected by Monica Oli in the name of the Company from the students;

2. An amount of AED 1,392,200 on account of fee collected by Monika Oli against the instalment due as on January 31, 2013 and not deposited in the bank account of the Company.

3. An amount of AED 18,120 on account of settlement of wage account and cancellation of visa of Mr. Yogeshwar Singh Batyal by the Company;

4. An amount of AED 4,300 on account of payment of outstanding dues of bill in respect of communication expenses of Mr. Akhilesh Jha, an employee and erstwhile center manager of Dubai office of the Company.

In the previous year, the Company had adjusted/squared off traded receivables of AED 261,318 ('' 3,866,069) against the amounts payable to AED 261,318 ('' 3,866,069) on account of its share in the books of account.

In the previous year, the Company had initiated legal actions against Monica Oli to recover the said amounts. The Company had sent legal notice dated November 6, 2013 to Monica Oli asking her to pay the following amounts to the Company.

1) An amount of AED 2,040,395 as mentioned above;

2) An amount of AED 50,000 on account of losses suffered by the Company due to non-communication by Monika Oli regarding termination of agreement;

3) An amount of AED 1,000,000 on account of damages for starting a same/similar business in violation of terms of the agreement and unauthorized using data/information, manuals etc. pertaining to the Company;

The Company had preferred arbitration in the matter and the Hon''ble Arbitrator had issued notices to parties for appearance.

During the year, on March 16, 2015 the Hon''ble Arbitrator has passed an award amounting AED 2,063,267 (equivalent to '' 35,137,437) in favour of the Company.

6. The Company is in the process of conducting a Transfer Pricing Study for the financial year 2014-15 using the services of an independent chartered accountant for Specified Domestic Transactions (‘SDT'') with its associated parties domiciled in India as stipulated in Section 92BA of the Income Tax Act, 1961, applicable in India, to determine whether such SDT with associated parties in India are being undertaken at “arm''s length basis”.

The management is of the opinion that all transactions with associated enterprises are undertaken at negotiated contracted prices on usual commercial terms and are at arms'' length, and there will not be any impact on the financial statements as a consequence of the legislation.

7. The Company has filed legal cases against its debtors for recovery of outstanding receivables amounting Rs. 13,172,289. The company is of the view that all such balances are fully recoverable and no provision is required. Further, the Company has also filed cases against certain parties for recovery of damages amounting Rs. 52,038,864 arising from fraudulent use of company''s brand name, violation of terms and conditions of employment etc. The Company is hopeful of favourable outcome of such cases. However, the amount likely to be realized on settlement of such cases is currently not ascertainable realistically. The Company does not expect any adverse impact on the financial position as a consequence of these legal cases. The Company has recorded all expenses pertaining to legal & professional charges in respect of all such cases.

8.The Company has reclassified/regrouped previous year figures where necessary to conform to the current year''s classification.