Board's Report 2018

Dear Member(s),

Your Directors are pleased to present the Twenty Second Annual Report on the business and operations of the Company together with the Company's Audited Financial Statements and the Independent Auditor's Report thereon for the Financial Year ended March 31, 2018. The results of our operations for the year under review are given below:

1. Results of Our Operations

2. Financial Review Standalone

Our total revenue from operations on standalone basis grew by 8.65% from Rs. 14,285.33 Lacs in fiscal 2017 to Rs. 15,521.39 Lacs in fiscal 2018, primarily on account of increase in sale of text books by 14.47% from Rs. 2,818.53 Lacs in fiscal 2017 to Rs. 3,226.40 Lacs in fiscal 2018 and increase in Sale of Services by 9.18% from Rs. 11,031.56 Lacs in fiscal 2017 to Rs. 12,044.22 Lacs in fiscal 2018. The total income for the year 2018 increased by 10.62 % from Rs. 15,246.06 Lacs in fiscal 2017 to Rs. 16,865.63 Lacs in fiscal 2018.

Our EBITDA on standalone basis decreased by over 48% from Rs. 1,735.45 Lacs in fiscal 2017 to Rs. 893.98 Lacs in fiscal 2018. The decrease can primarily be attributed to increase in other expenses by 16.72% from Rs. 4,950.32 Lacs in fiscal 2017 to Rs. 5,778.14 Lacs in fiscal 2018 and increase in employee benefit expenses by 19.23% from Rs. 2,695.12 Lacs in fiscal 2017 to Rs. 3,213.37 Lacs in fiscal 2018. The increase in above expenses can primarily be attributed to the acquisitions which the company has made during the year which includes acquisition of ETEN the test preparation business division of Pearson's IndiaCan Education which as per management estimates made a EBITDA level loss of about Rs. 350 Lacs, additional provisioning for the vocational receivables of about Rs. 400 Lacs, EBITDA level loss of about Rs. 100 Lacs on the account of integration of Vistamind and Senior Management hiring of about Rs. 250 Lacs.

The management is confident that the acquisitions and investments including senior management hiring will help company with expansion of product offerings, increase profitability and margins going forward.

Consequently, Company at Net Profit level had a loss of Rs. 198.59 Lacs in fiscal 2018 as compared to profit of Rs. 492.78 Lacs in fiscal 2017

Consolidated

Our total revenue from operations on a consolidated basis increased by 9.72% from Rs. 26,330.09 Lacs in fiscal 2017 to Rs. 28,888.97 Lacs in fiscal 2018, primarily on account of an increase in sale of products by 6.40% from Rs. 4,731.73 Lacs in fiscal 2017 to Rs. 5,034.54 Lacs in fiscal 2018.

Our EBITDA on consolidated basis decreased by -33% from Rs. 3,41764 Lacs in fiscal 2017 to Rs. 2,273.32 Lacs in fiscal 2018. This decrease is primarily due to increase in employee benefit expenses by 13.79% and other expenses by 13.96%.

The decrease in EBITDA levels of the company can be primarily attributable to acquisition of ETEN, the test preparation business division of Pearson's IndiaCan Education which as per management estimates made a EBITDA level loss of about Rs.350 Lacs, additional provisioning for the vocational receivables of about Rs. 400 Lacs, EBITDA level loss of about Rs.100 Lacs on the account of integration of Vistamind, Senior Management hiring of about Rs. 250 Lacs and Expected Credit Loss (ECL) provisioning done in our subsidiaries.

Consequently, EBITDA margin decreased from 12.48% in fiscal 2017 to 7.53% in fiscal 2018.

As a result, our Net Profit for the year decreased by over 63% from Rs. 1,581.38 Lacs in fiscal 2017 to Rs. 573.94 Lacs in fiscal 2018.

3. Dividend

Your Directors do not recommend any dividend for the Financial Year 2017-18.

4. Transfer to Reserves

The Company did not transfer any amount to reserves during the Financial Year 2017-18.

5. Capital and Finance

Issue of equity share capital during the Financial Year 2017-18:

The issued, subscribed and paid up equity share capital of the Company increased from Rs. 141,632,780 as on March 31, 2017 to Rs. 141,656,780 as on March 31, 2018.

Pursuant to Section 43(a)(ii) of the Act read with Sub-rule 4 of Rule 4 of the Companies (Share and Capital Debentures) Rules, 2014, the Company has not issued any Equity shares with differential rights during the period under review.

6. Segment Reporting & Operational Overview

Of the total revenues for the year ended March 31, 2018, on a standalone basis, approx. 92.03% came from Operations while 7.97% came from Other Income.

The company has identified two business segments as primary segments: Consumer Test Prep 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.

Consumer division mainly consists of Test Prep which includes coaching for higher education entrances like MBA, BBA, Law, Bank SSC, Civil Services, GATE, CA-CPT etc. Vocational training includes specific projects undertaken (including government projects).

The revenue of operations came only from Consumer Test Prep. This was primarily due to conscious decision of the company to reduce its exposure to government vocational projects due to its working capital intensive nature and slow recovery of receivables from the government

The segmentation of revenues by business segments on a standalone basis is as follows:

Our revenue from Consumer Test Prep segment increased by 10.49% from Rs. 14,04740 Lacs in fiscal 2017 to Rs. 15,521.39 Lacs in fiscal 2018 primarily on the account of increase in sale of study material given the increase in the average pricing across our Test Preparation and Training course offerings over the previous year.

The company has made a conscious decision to reduce its exposure to government projects (Vocational training) due to its high working capital nature and slow recovery of receivables from the government. As a result company has no revenue from vocational segment in fiscal 2018 as compared to Rs. 237.93 Lacs in fiscal 2017

The Company has identified Geographical Segment as Secondary Segment. The segmentation of revenues by geographical segment on a standalone basis is as follows :

Of the total revenues for the year ended March 31, 2018, on a consolidated basis, approx. 95.72% came from Operations while just 4.28% came from Other Income.

The group has identified the following reportable business segments as primary segments: Consumer Business comprising of Test Prep & Publishing and Enterprise Business comprising of Corporate & Institutional. The segments 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 system.

Consumer Business:

4 Test Prep mainly includes coaching for higher education entrance exams under the brand Career Launcher. 4 Publishing mainly includes publishing and sale of educational books to related and third parties under the brand GK Publications .

Enterprise Business:

Corporate - The company provides the following services to Corporate clients under the brand Kestone Integrated Marketing Services:

Integrated Sales & Marketing Services

Digital & MarComm Services

Customized Engagement Programs (CEP)

Manpower Management & Training

Strategic Business Solutions Institutional - The company provides the following services to Institutional clients:

Integrated solutions to educational institutions and universities across India.

Student recruitment services

Research & Incubations services through its brands CL Media and Accendere

Career Development Center

Others include now reduced Vocational training and discontinued K-12 Operations. The segmentation of revenues by business segments on a consolidated basis is as follows:

Our revenue from Consumer Test Prep segment increased by 12.67% from Rs.14,047.41 Lacs in fiscal 2017 to Rs.15,826.82 Lacs in fiscal 2018 primarily on the account of increase in sale of study material given the increase in the average pricing across our Test Preparation and Training course offerings over the previous year.

Our revenue from Consumer Publishing segment decreased by 3.44% from Rs.4,538.44 Lacs in fiscal 2017 to Rs.4,382.47 Lacs in fiscal 2018 due to deferment of certain exams resulting in lower book sales which got deferred till the dates of examination.

Our revenue from Enterprise Corporate segment increased by 8.42% from Rs. 9,404.37 Lacs in fiscal 2017 to Rs.10,196.43 Lacs in fiscal 2018 due to an increase in number of events organized, increase in number of clients and average of revenue per customer.

Our revenue from Enterprise Institutional segment increased by 64.76% from Rs.1,072.55 Lacs in fiscal 2017 to Rs. 1,76713 Lacs in fiscal 2018 primarily due to increase in number of clients.

Others includes revenue from discontinued operations and vocational training.

The Company has identified Geographical Segment as Secondary Segment. The segmentation of revenues by geographical segment on a consolidated basis is as follows:

Detailed analysis of performance of the company and its businesses has been presented in the Management Discussion and Analysis section which forms a part of this report.

7. Material changes

The following Material Change has occurred between the end of the Financial Year (March 31, 2018) and the date of the report (July 06, 2018).

Pursuant to the provisions of Section 12 and Section 13 and any other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment for the time being in force) read with Rule 30 of Companies (Incorporation) Rules, 2014 and subject to the approval of members of the Company by a Special Resolution and approval of the Hon'ble Regional Director, Northern Region, New Delhi or any other Government Authority in this regard and subject to such permissions, sanctions or approvals as may be required under the provisions of the said Act or under any other law for the time being in force, the Board has provided its approval for shifting of the Registered Office from the "National Capital Territory of Delhi" to the "State of Haryana" and substitute the Clause-II of the Memorandum of Association of the Company by the following clause:

II. The Registered office of the Company will be situated in the State of Haryana.

On obtaining the confirmation from Regional Director, Northern Region, the Registered Office of the Company shall be shifted from "A-41, Espire Building, Lower Ground Floor, Mohan Co-operative Industrial Area, Main Mathura Road, New Delhi - 110044" to "Plot No. 9A, Sector-27A, Mathura Road, Faridabad, Haryana-121003".

8. Material and Significant Orders Passed By Regulators & Courts

During the Financial Year 2017-18, no significant and material orders have been passed by any Regulators or Courts or Tribunals against the Company impacting the going concern status and company's operations in future.

9. Internal Financial Control Systems

CL has aligned its current systems of internal financial control with the requirement of the Companies Act 2013. The Internal Control systems are intended to increase transparency and accountability in an organisation's process of designing and implementing a system of internal control. The framework requires a company to identify and analyse risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness. CL's internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. CL has a well-defined delegation of power with authority limits for approving revenue as well as expenditure. Processes for formulating and reviewing annual and long term business plans have been laid down. CL uses a state-of-the-art enterprise resource planning (ERP) system to record data for accounting, consolidation and management information purposes and connects to different locations for efficient exchange of information. It has continued its efforts to align all its processes and controls with best practices.

Our management assessed the effectiveness of the Company's internal control over financial reporting as of March 31, 2018. The assessment involved self-review, peer review and external audit.

4 CL has re-appointed Genpact Enterprise Risk Consulting LLP (earlier known as Axis Risk Consulting Services Pvt. Ltd.) to oversee and carry out internal audit of its activities. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditors (Haribhakti & Co. LLP) and the Audit Committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations such as IT processes and general controls, accounting and finance, procurement, employee engagement, including most of the subsidiaries. The Audit Committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the Audit Committee follows up on corrective action. The Audit Committee also meets CL's statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the Board of Directors informed of its major observations periodically.

4 During the year 2017-18, an Internal Financial Control Systems study with respect to revenue, procurement, payroll, Inventory, Finance & Accounts and Statutory Compliance (Taxation) was done by MNV & Co. Chartered Accountants and did not indicate any material weaknesses in its report. Some of the operating weaknesses highlighted are being worked upon by the management.

4 Haribhakti & Co. LLP, the statutory auditors of the Company has audited the financial statements which forms part of this annual report and has issued an attestation report on our internal financial controls over financial reporting (as defined in section 143 of Companies Act 2013).

Qualified opinion by Statutory Auditors on adequacy and operating effectiveness of Internal Financial Controls over Financial Reporting for CL on a Standalone basis:

a) Procurement policy implemented for purchase of goods and services was not operating effectively, which could potentially result in the Company procuring unnecessary goods and services, or procuring goods of lower quality, or procure goods and services at higher prices.

Managements' response:

While the purchase policy has been formulated, the implementation has not been up to the desired level. We are working towards improving compliance, keeping in mind the size and nature of business, within the ERP to ensure purchase order and receipt of material are recorded in the ERP module and bills linked to such purchase order are marked. This module will help control vendor master, inputting of competitive quotes or comments before issue of purchase order and access control.

b) Policy of periodic balance confirmations and reconciliations of receivables / payables were not operating effectively during the year, which may result in unwarranted disputes and over/ understatement of party balances.

Managements' response:

The company prior to being listed had a practice of obtaining such balances at the end of the year. The company has already started the process of confirmation from a selected sample on a quarterly basis with effect from the first quarter of FY18-19.

Qualified opinion by Statutory Auditors on adequacy and operating effectiveness of Internal Financial Controls over Financial Reporting for CL on a consolidated basis:

a) In case of one of its subsidiary, Kestone Integrated Management Services Private Limited, comprehensive procurement policies for purchase of goods and services have not been documented, which could potentially result in the aforesaid Company procuring unnecessary goods and services, or procuring goods of lower quality, or procure goods and services at higher prices.

Managements' response:

In case of Kestone Integrated Management Services Private Limited, procurement is primarily done in the events management business. A budget is defined for every event within the APEX ERP and the spending is done within such budget. Also most of the procurement is for specific short time use.

b) In case of one of its subsidiary, Kestone Integrated Management Services Private Limited, has not maintained adequate documentation for 'partially completed events' in the Event management services for the complete year/ all the events in the newly implemented APX ERP software which was implemented with effect from January 2018. This could potentially result in incorrect recording of provisional revenue and corresponding provisional expenses in respect of such incomplete services at the reporting date.

Managements' response:

Within Kestone Integrated Management Services Private Limited, APEX ERP module, functionality is being built to capture percentage completion details which will address this concern.

10. Details of Subsidiaries/Joint Ventures/Associate Companies

As on date, our Company has 9 (nine) subsidiaries (including three indirect subsidiaries) and 2* (two) associate company to carry out activities in various streams of education and other educational training. A brief profile of our subsidiaries and associate company is given hereunder:

a. Kestone Integrated Marketing Services Private Limited (Kestone)

Our Company acquired Kestone on April 01, 2008 as a wholly owned subsidiary of the Company. Under our brand Kestone, we enjoy strong relationships with corporates to whom we provide our integrated business, marketing and sales services. Kestone focuses on a wide variety of Corporates, across various segments and industries.

Kestone provides integrated business, marketing and sales services to our corporate customers, including event management, marketing support (including digital marketing support in the form of online marketing initiatives, to support offline marketing campaigns), customer engagement (including audience generation, lead generation, loyalty and reward programs and contest management), managed manpower and training services.

The total income of Kestone was Rs. 9,815.48 Lacs in Financial Year 2018 as against Rs. 9,553.44 Lacs in Financial Year 2017, recording increase by 2.74% over the previous year. The business has shown growth in top line.

a.1. Kestone CL Asia Hub PTE. Ltd., Singapore

Kestone CL Asia Hub Pte. Ltd. (Previously Known as 'Kestone Asia Hub Pte. Ltd', Singapore is a Step Down Subsidiary of the Company. It is currently engaged in providing integrated marketing solutions for products and services, to conduct educational & consulting programs, research related services etc. for and on behalf of inland and overseas clients and customers. However, Kestone CL Asia actually started doing business in Singapore from Financial Year 2016-17. Kestone CL Asia has also started a branch office in Dubai, inter alia, to provide integrated sales & marketing service to corporates & instiutions in middle east.

The total income of Kestone CL Asia was Rs. 694.80 Lacs in Financial Year 2018 as against Rs. 164.02 Lacs in Financial Year 2017, recording substantial increase by 323.61% over the previous year.

a.2. Kestone CL US Limited, USA

Kestone CL Asia has incorporated a wholly owned subsidiary in USA on March 22, 2018, in the name of Kestone CL US Limited with an objective to provide integrated sales & marketing service to corporates & instiutions in USA.

b. CL Media Private Limited (CL Media)

CL Media, as a wholly owned subsidiary of CL, was incorporated on February 01, 2008. CL Media provides integrated solutions to educational institutions and universities including business advisory and outreach support services.

CL Media is currently engaged in the business of content development for study material, publishing study material and books and providing sales & marketing services and research related services to Institutions and Universities.

The business has shown growth and the total income of CL Media which was Rs. 4,084.07 Lacs in Financial Year 2018 as against Rs. 3,75759 Lacs in Financial Year 2017, has increased by 8.69% over the previous year.

c. GK Publications Private Limited (GKP)

GKP became a subsidiary of CL Educate Limited on November 12, 2011. GKP is a wholly owned subsidiary of the Company. GKP is currently engaged in the business of distribution of test preparation guides, books and other academic material.

The business of GKP has shown small growth and the total income has increased from about Rs. 1,836.53 Lacs in 2017 to about Rs. 1,884.11 Lacs in 2018, thus reflecting a 2.59% increase.

d. Accendere Knowledge Management Services Private Limited (AKMS)

AKMS became a wholly owned subsidiary of the Company during the year under review, pursuant to the purchase of balance 49% i.e. 5880 no. of equity shares of AKMS by the Company on April 12, 2017

AKMS was incorporated under the Companies Act 1956 on September 19, 2008. AKMS is currently engaged in the business of facilitating educational institutions and establishing their institutional credibility, international presence and thought leadership by improving their research output in terms of both the quality and quantity of research articles published by them.

The business of AKMS has shown substantial growth and the total income has increased from about Rs. 178.43 Lacs in 2017 to about Rs. 277.81 Lacs in 2018, thus reflecting a 55.70% increase.

e. Career Launcher Education Infrastructure and Services Limited (CLEIS)

CLEIS is a wholly owned subsidiary of CL incorporated on June 16,2005. CLEIS was engaged in the business of providing educational services for K-12 schools including brand licensing and providing education soft skills under the brand Indus World School.

Pursuant to the Business transfer agreement dated March 16, 2017 ("CLEIS Business Transfer Agreement") and its amendment dated July 18, 2017 executed by CLEIS with B&S Strategy Services Private Limited ("B&S or Eduvisors") and with CL as a confirming party, the business of running and operating pre-schools and providing schools management services carried on by the CLEIS was sold on slump sale basis for a total consideration of Rs. 4650.00 Lacs of which Rs. 200.00 Lacs was paid in cash, Rs. 4050.00 Lacs by way of share swap and balance Rs. 400.00 Lacs to be received as cash by March 31, 2018 which is receivables as of date.

e.1. Career Launcher Infrastructure Private Limited (CLIP)

CLIP, a wholly owned subsidiary of CLEIS, and hence an indirect subsidiary of CL, was incorporated in the year 2008. CLIP was engaged in the business of providing infrastructure facilities for K-12 schools operating under the brand Indus World School.

During the year under review, CLIP executed a Business transfer agreement dated March 16, 2017 ("CLIP Business Transfer Agreement") with CLEIS and I-Takecare Private Limited ("I-Takecare"):

Pursuant to the CLIP Business Transfer Agreement, CLIP has agreed to transfer its business of providing Leasing and infrastructural services required for operating K-12 schools which are run by Nalanda Foundation and all assets, liabilities, rights, obligations, etc. thereof, including land and buildings situated at Raipur and Indore and movable assets, receivables and contracts in connection with operation of the K-12 schools situated at the aforementioned locations("School Infrastructure"), on a slump sale basis, to I-Takecare. The proposed sale of School Infrastructure is being undertaken for a lumpsum consideration of Rs. 4500.00 Lacs to be paid by I-Takecare to CLIP, out of which Rs. 4000.00 Lacs is payable prior to the closing of such transaction and balance in tranches. Further, under the terms of the CLIP Business Transfer Agreement, CLIP is required to pay a monthly interest amount calculated at 11% p.a. on advance sale consideration of Rs. 100.00 Lacs received from I-Takecare from the date of the CLIP Business Transfer Agreement until the date of closing of the transaction. The closing of the proposed sale of School Infrastructure is subject to fulfillment of certain conditions provided in the CLIP Business Transfer Agreement, which include, execution of sale deeds for sale of land, execution of assignment deed by CLIP in relation to the infrastructure contracts entered into between CLIP and Nalanda Foundation and receipt of all requisite consents and approvals by CLIP. However, till date I-Takecare has failed to fulfill its part of the contract and payments. Till the Company is able to sell these assets, the assets are leased to Nalanda Foundation on a quarterly rental basis.

e.2. B&S Strategy Services Private Limited, (Associate Company of CLEIS)*

B&S Strategy Services Private Limited was incorporated under the Companies Act, 1956 on April 09, 2009. B&S is mainly engaged in the business of rendering consulting services in the education sector and managing schools.

The total income of B&S Strategy Services Private Limited was Rs. 330.75 Lacs in Financial Year 2018 as against Rs. 110.53 Lacs in Financial Year 2017, recording increase of 200% over the previous year.

*Note: During the financial year 2017-18, the Company, through its Wholly Owned Subsidiary Company, Career Launcher Education Infrastructure and Services Limited (CLEIS) held 43.40% of the voting rights in B&S Strategy Services Private Limited ("B&S or Eduvisors") and pursuant to Shareholders Agreement dated March 16, 2017, the Company had representation on the Board of B&S and participation in all significant financial and operating decisions. Hence, keeping in mind the Company's significant influence over B&S as associate company of CLEIS, the details of B&S are being shared at the relevant places in this Annual Report.

f. ICE GATE Educational Institute Private Limited (ICE GATE)

ICE GATE was incorporated under the Companies Act 2013 on August 12, 2015. ICE GATE is engaged in the business of providing education for students preparing for Graduate Aptitude Test in Engineering (GATE) and related exams. Pursuant to the Share Purchase Cum Shareholders Agreement entered into amongst CL, ICE GATE and its Promoters dated October 18, 2017, CL acquired 50.7% stake (5070 equity shares) in ICE GATE for an aggregate purchase consideration of Rs. 623.61 Lacs. ICE GATE became a subsidiary of the Company with effect from October 31, 2017 The Company has also agreed to acquire remaining 49.3% shareholding in ICE GATE over a period of 60 months from the date of the above Agreement.

The total income of ICE GATE was Rs. 661.47 Lacs in Financial Year 2018 as against Rs. 410.30 Lacs in Financial Year 2017, recording increase of 61.22% over the previous year.

g. Three sixtyone Degree Minds Consulting Private Limited (361DM), (Associate Company)

361DM, incorporated under the Companies Act 1956 on July 06, 2006, is engaged in the business of research and technology driven learning and education provision that delivers large scale yet effective learning and education solutions to individuals, organizations and educational institutions currently engaged in business of, inter alia, online learning and education under the name and style and having the brand name/trademark of 361Degree Minds.

Pursuant to the Investment cum Shareholders Agreement dated August 03, 2017 entered into amongst the Company, 361DM and its Promoters, the Company holds 400,000, 5% Compulsorily Convertible Preference Shares (CCPS) of 361DM of Rs. 10 each issued at a premium of Rs. 90/- per share. The Company also holds 909 Equity shares of 361DM aggregating to 4.43% of paid-up equity share capital of 361DM.

The total income of 361DM was Rs. 458.21 lacs in Financial Year 2018 as against Rs. 403.46 in Financial Year 2017, thereby increasing by 13.57% over the previous year.

Change in the status of subsidiaries/associate companies/joint venture, during the year:

There are no joint venture companies of the Company within the meaning of section 2(6) of the Companies Act, 2013 ("Act").

The names of companies which have become subsidiaries or associate companies during the year are as follows:

1 Accendere Knowledge Management Services Private Limited became a wholly owned subsidiary of the Company pursuant to the purchase of balance 49% i.e. 5880 no. of eguity shares of Accendere Knowledge Management Services Private Limited by the Company on April 12, 2017.

2Kestone Integrated Marketing Services Private Limited, Indian Party, a Wholly owned Subsidiary of the Company has further incorporated a Step Down Subsidiary in USA on March 22, 2018, in the name of Kestone CL US Limited.

3The Company through its Wholly Owned Subsidiary Company, Career Launcher Education Infrastructure and Services Limited (CLEIS) held 43.40% of the voting rights in B&S Strategy Services Private Limited.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of the Company's Subsidiaries and Associates Company in Form AOC-1 is attached to the Financial Statements (attached to this report as Annexure-I).

Further, pursuant to the provisions of section 136 of the Act, the Financial Statements of the Company, including the Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of subsidiaries and Associates Company, are available on the website of the Company (www.cleducate.com).

Equity Investment in Subsidiary Companies

As on March 31, 2018 the Company's holding in its various direct subsidiaries were as follows:

a) 1,000,000 Equity Shares of Rs. 10 each comprising of 100% Equity Share Capital in Kestone Integrated Marketing Services Private Limited;

b) 190,000 Equity Shares of Rs. 10 each comprising of 100% Equity Share Capital in G K Publications Private Limited;

c) 10,000 Equity Shares of Rs. 10 each comprising of 100% Equity Share Capital in CL Media Private Limited;

d) 12,000 Equity shares of Rs. 10 each comprising of 100% Equity Share Capital in Accendere Knowledge Management Services Private Limited1

e) 9,447,606 Equity Shares of Rs. 10 each comprising of 100% Equity Share Capital in Career Launcher Education Infrastructure and Services Limited;

f) 5,070 Equity Shares of Rs. 10 each comprising of 50.70% Equity Share Capital in ICE Gate Educational Institute Private Limited2.

Accendere Knowledge Management Services Private Limited became a wholly owned subsidiary of the Company pursuant to the purchase of balance 49% i.e. 5880 no. of equity shares of Accendere Knowledge Management Services Private Limited by the Company on April 12, 2017

2 ICE Gate Educational Institute Private Limited became a subsidiary of the Company pursuant to the purchase of 50.70% i.e. 5070 no. of equity shares of ICE Gate Educational Institute Private Limited by the Company on October 31, 2017

Investment in Associate Company

As on March 31, 2018 the Company's holding in its Associate Companies is as follows:

a) 4,00,000, 5% Convertible Preference Shares (CCPS) of Rs. 10 each in Threesixtyone Degree Minds Consulting Private Limited;

b) 909 Equity shares of Rs. 10 each comprising of 4.43% of Equity Share Capital in Threesixtyone Degree Minds Consulting Private Limited;

c) During the financial year 2017-18, the Company, through its Wholly Owned Subsidiary Company, Career Launcher Education Infrastructure and Services Limited (CLEIS) held 43.40% of the voting rights in B&S Strategy Services Private Limited ("B&S or Eduvisors") and pursuant to Shareholders Agreement dated March 16, 2017, the Company had representation on the Board of B&S and participation in all significant financial and operating decisions. Hence, keeping in mind the Company's significant influence over B&S as associate company of CLEIS, the details of B&S are being shared at the relevant places in this Annual Report.

11. Fixed Deposits

During the year under review, your Company has not invited or accepted any deposits from the public/members pursuant to the provisions of Sections 73 and 76 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

12.Auditors and Auditors' Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Company (Audit and Auditors) Rules, 2014, M/s. Haribhakti & Co., LLP, Chartered Accountants, Statutory Auditors (ICAI Firm Registration No. 103523W) holds the office in the capacity of Statutory Auditors of the Company till the conclusion of the Annual General Meeting to be held for the Financial Year 2018-19, subject to ratification at every Annual General Meeting.

The Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if ratified, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued thereunder. As required under Clause 33 (1) (d) of the SEBI (LODR), Regulations, 2015, M/s. Haribhakti & Co., LLP, Chartered Accountants, have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The members are requested to ratify the appointment of the Auditors as well as to authorize the Board to fix the Auditor's remuneration.

In this connection, the attention of the members is invited to item number 4 of the Notice convening the Annual General Meeting.

Statutory Auditors' Report

The auditor's qualifications in the Statutory Auditor's report/CARO Report and the management response thereon, are as under: Clause (iii) (a) and Clause (iv) of Annexure I to the Independent Auditor's Report:

The Company has granted unsecured loans to companies and other parties covered in the register maintained under Section 189 of the Act.'

(iii) (a) According to the information and explanations given to us and based on the audit procedures conducted by us, we are of the opinion that the terms and conditions of loans granted by the Company to 2 parties covered in the register maintained under Section 189 of the Act, (total loan amount granted Rs. 0.17 Lacs and balance outstanding as at balance sheet date Rs. 538.63 Lacs) are prejudicial to the Company's interest on account of the fact that the Company is not charging any interest on such loan.

(iv) According to the information and explanations given to us in respect of loans, investments, guarantees, and securities, the Company has complied with the provisions of Section 185 and 186 of the Act, except for the details given below:

Managements' response:

In view of no current operations of CLEF (one Party), the loan amount remained dormant during this Financial Year and, for the interest of CL, the outstanding loan amount has been guaranteed by our Promoter, Bilakes Consulting Private Limited.

Kestone Asia Hub Pte. Ltd. (other party), is the wholly owned subsidiary company of Kestone (wholly owned subsidiary company of CL), hence charging of interest at lower rate will not impact the overall viability of CL Group. Kestone Asia is expected that Foreign Subsidiary will be able to repay the outstanding amount in financial year 2018-19.

Clause (vii) (a) of Annexure I to the Independent Auditor's Report:

(vii) (a) The Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, service tax, value added tax, goods and service tax, customs duty, excise duty, cess and any other material statutory dues applicable to it, however, there have been slight delays in few cases.

Managements' response:

Due to unpredictability of business, it is slightly difficult to estimate the net tax liability to be deposited so early in the year and hence generally the Company waits till end of the year, when its liability estimates is much clear to deposit advance tax with appropriate interest

There is no instance of fraud reported by auditors under sub section (12) of section 143.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of the Audit Committee, the Board had appointed M/s. S. Anantha & Ved LLP, Company Secretaries, Mumbai (LLP IN: AAH-8229) as the Secretarial Auditors of the Company on May 17, 2017 for the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year 2017-18 is annexed herewith as Annexure VIII.

The Secretarial Audit Report for the year 2017-18 does not contain any qualification, reservation or adverse remark.

Further, based on the recommendation of the Audit Committee, the Board has re-appointed M/s. S. Anantha & Ved LLP, Company Secretaries, Mumbai (LLP IN: AAH-8229) as the Secretarial Auditors of the Company for the Financial Year 2018-19 on May 23, 2018.

Internal Auditors

Pursuant to section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, and based on the recommendation of the Audit Committee, the Board had extended the existing term of M/s Genpact Enterprise Risk Consulting LLP (earlier known as Axis Risk Consulting Services Private Limited) as the Internal Auditors of the Company for the Financial Year 2017-18 on May 17, 2017

Further, based on the recommendation of the Audit Committee, the Board has extended the existing term of M/s Genpact Enterprise Risk Consulting LLP (earlier known as Axis Risk Consulting Services Private Limited) as the Internal Auditors of the Company for the Financial Year 2018-19 on May 23, 2018.

The Internal Auditors present their its audit report before the Audit Committee on a quarterly basis. The Audit Committee sets out the scope and timelines with respect to the services rendered by the Internal Auditors, as well as the fee payable against the same.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and Notification issued by Ministry of Corporate Affairs dated December 31, 2014, on and from the Financial Year commencing April 1, 2014, the Companies in Education Sector are required to get their cost records audited.

Based on the recommendation of the Audit Committee, the Board had appointed M/s Sunny Chhabra & Co., Cost Accountants as the Cost Auditor of the Company for the Financial Year 2017-18 on May 17, 2017

Further, based on the recommendation of the Audit Committee, the Board has re-appointed M/s Sunny Chhabra & Co., Cost Accountants as the Cost Auditor of the Company for the Financial Year 2018-19 on May 23, 2018.

13. Directors and Key Managerial Personnel

Appointments & Resignations during the Financial Year 2017-18:

During the Financial Year 2017-18, following changes occurred in the composition of the Board of Directors and Key Managerial Personnel of the Company:

a. Mr. Kamil Hasan (DIN: 03457252), Non-Executive Independent Director on the Board of the Company resigned from the Board of the Company on and with effect from May 01, 2017

b. Ms. Madhumita Ganguli (DIN: 00676830) was appointed as a Non-Executive Independent Director on the Board of the Company on and with effect from July 02, 2017

c. Mr. Paresh Surendra Thakker (DIN: 00120892) was appointed as a Non-Executive Independent Director on the Board of the Company on and with effect from July 02, 2017

d. Mr. Sudhir Bhargava was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company on and with effect from July 02, 2017

e. The Designation of Mr. Nikhil Mahajan (DIN: 00033404) was changed from Executive Director & CFO to Executive Director & Group CEO Enterprise Business on and with effect from July 02, 2017

f. Ms. Sangeeta Modi (DIN: 03278272), Non-Executive Independent Director of the Company resigned from the Board of the Company on and with effect from July 03, 2017

g. The Designation of Mr. Gopal Jain(DIN: 00032308) was changed from Non-Executive Nominee Director to Non- Executive Non Independent Director on Board of the Company on and with effect from July 24, 2017

h. Mr. Safir Anand (DIN: 02117658), Non-Executive Independent Director of the Company resigned from the Board of the

Company, and its Committees on and with effect from February 07, 2018. i. Mr. Sushil Kumar Roongta (DIN: 00309302), was appointed as an Additional (Non-Executive Independent) Director on the

Board of the Company on and with effect from March 13, 2018.

The Directors place on record their appreciation of the valuable contribution of Ms. Sangeeta Modi, Mr. Kamil Hasan and Mr. Safir Anand as Independent Directors on the Board of the Company.

A separate resolution seeking members' approval to the appointment of Mr. Sushil Kumar Roongta as a Non-Executive Independent Director on Board of the Company, not liable to retire by rotation has been incorporated in the notice of the 22nd Annual General Meeting of the Company.

Retirement by Rotation:

Mr. Gautam Puri (DIN: 00033548), Vice Chairman & Managing Director and Mr. Nikhil Mahajan (DIN: 00033404), Executive Director and Group CEO Enterprise Business, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers themselves for re-appointment. A brief resume each of Mr. Gautam Puri and Mr. Nikhil Mahajan with other information under Regulation 36 of the SEBI (LODR) 2015 and Secretarial Standard-2 (SS-2) with respect to their proposed re-appointment has been incorporated in the notice of the 22nd Annual General Meeting of the Company. Your Directors recommend their re-appointment.

Declaration by Independent Directors

Pursuant to sub-section (7) of Section 149 of the Companies Act, 2013, the Independent Directors of the Company have declared that they meet the criteria of independence in terms of Section 149(6) of the Companies Act, 2013 and that there was no change in their status as Independence Directors during the year. The Company received the declaration of Independence from all the Independent Directors of the Company and the Board took note of the same in its Board Meeting held on April 30, 2018.

Further details pertaining to Independent Directors form part of the Corporate Governance Report.

The profiles of Directors and the terms and conditions of appointment of Independent Directors are disclosed on the Company's website (www.cleducate.com).

Separate Meetings of Independent Director

In terms of requirements of Schedule IV of the Companies Act, 2013, the Independent Directors of the Company met separately on August 24, 2017 and November 21, 2017, without the attendance of Non-independent Directors, or any other official of the Company or members of its management, to review the performance of Non-independent Directors (including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of information between the Management and the Board.

The Company received the Annual disclosure(s) from all the Directors disclosing their Directorship and Interest in other Companies in specified formats prescribed in Companies Act, 2013 and the Board took note of the same in its Board Meeting held on April 30, 2018.

Details of Board (& Committee) Meetings held during Financial Year 2017-18

The details pertaining to the Number of Board (& Committee) Meetings held during Financial Year 2017-18 form part of the Corporate Governance Report.

Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act, 2013, the Board has adopted a methodology for evaluating the performance of every individual Director, of the Chairperson of the Company, of the Board as a whole, of the Independent, as well as of the Non - Independent Directors of the Company, and of the functioning of the committees.

During the year 2017-18, the Board of Directors carried out an annual evaluation of its own performance, board committees and individual directors for the year 2016-17, pursuant to the provisions of the Act and the corporate governance requirements.

The performance of the Board as well as Committees was evaluated by the Independent Directors after seeking inputs from all the Non-Executive Directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The Board and the 'Nomination, Remuneration and Compensation committee' reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In addition, the Chairman of the Company was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non- Executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the board, its committees and Individual Directors was also discussed.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Key Managerial Personnel

As on the date of this report, the following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:

a. Mr. Satya Narayanan .R, Chairman & Whole Time Director

b. Mr. Gautam Puri, Vice Chairman & Managing Director

c. Mr. Nikhil Mahajan, Executive Director and Group CEO Enterprise Business (change in designation from Executive Director & CFO with effect from July 02, 2017.)

d. Ms. Rachna Sharma, Company Secretary and Compliance Officer

e. Mr. Sudhir Bhargava, Chief Financial Officer (with effect from July 02, 2017)

14. Corporate Governance

A Report on the Corporate Governance for the Financial Year 2017-18, as stipulated under SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

15. Management Discussion & Analysis

Management's Discussion and Analysis Report for the Financial Year 2017-18, as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

16. Number of Meetings of the Board of Directors & Committees thereof

The Board of Directors of the Company met 11 (Eleven) times during the year under review. The details of the meetings of the Board including those of its Committees and Independent Directors' meetings are given in the Report on Corporate Governance section forming part of this Annual Report.

17. Composition of Audit Committee

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Sections 177 (8) of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015. The details of the composition, powers, functions, meetings of the Committee held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

All the recommendations of the Audit Committee during the year were accepted by the Board of Directors of the Company.

18. Vigil Mechanism / Whistle Blower Policy

Your Company has established a Vigil Mechanism/ Whistle Blower Policy in compliance with the provisions of section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR), 2015 to enable stakeholders (including Directors, Employees, retainers, franchisees) to report unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases. The Protected Disclosures, if any, reported under this Policy are to be appropriately and expeditiously investigated by the Ethics Committee. Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company (www.cleducate.com).

19.Corporate Social Responsibility

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules,

2014, your Company has constituted a Corporate Social Responsibility Committee ("CSR Committee"). The Composition and the terms of reference of the CSR Committee are provided in the Report on Corporate Governance section forming part of this Annual Report. The CSR Policy is available on the website of the Company (www.cleducate.com).

CSR Funds (Past & Present):

A table showing accumulated CSR Funds till date, to be spent on CSR activities by the Company is set out below:

CSR activities/projects contemplated to be taken up by the Company:

As part of CSR initiative, your Company, during the Financial Years 2014-15, 2015-16, 2016-17 and 2017-18 has, amongst other activities, earmarked the funds to be invested in the CSR activities/ projects. It intends to spend the said amount in the following areas:

(a) Driving research and innovation and funding technology incubators located within academic institutions which are approved by the Central Government, and/or to fund research education in universities.

(b) Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic Sports; and/or

(c) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art, setting up public libraries, promotion and development of traditional arts and handicrafts. These projects are as prescribed under the Schedule VII of the Companies Act, 2013.

(d) Promoting education, including research education, special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

CSR Spend

Though the Company has earmarked the funds for specific CSR activities, and has determined target CSR activities/ projects, in the education space, and in research and Innovation area, to be undertaken, the Company has not been able to spend the mandated amounts on the said activities till date, as the capacities to spend the sanctioned amount were being built, and are now broadly in place and specific projects have been identified.

The implementation of the planned activities has thus spilled over to the next Financial Year, the execution of which is expected to be initiated in the Financial Year 2018-19 and should happen over the coming multiple years .

As a socially responsible Company, the Company is committed to increase its CSR impact and spend over the coming years with the aim of playing a larger role in India's sustainable development, and thereby fulfill its Corporate Social Responsibility.

The Annual report on CSR Activities is attached as Annexure- II.

20.Risk Management Policy

Your Company has a robust Risk Management policy. The Company, through a steering committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of mitigation plans and risk reporting. The Risk Management Policy is available on the website of the Company (www.cleducate.com).

21. Directors' Nomination and Remuneration Policy

The process of determining the Remuneration of the Directors is initiated with the general body of shareholders approving the overall maximum managerial remuneration that may be paid to the Directors, generally over a period of 3 years. Within this overall limit, the actual payout is decided by the Board, on the specific recommendation of the Nomination, Remuneration and Compensation Committee (comprising of all Non-Executive Directors, with majority of them being independent), while also keeping the provisions of Companies Act, 2013 in mind.

The document evidencing the process of determination of remuneration of Directors, i.e. the Latest Recommendation Report issued by the Nomination, Remuneration and Compensation Committee is attached as Annexure- III to this Report.

Details of the Remuneration Recommended by NRC Committee vis a vis the Remuneration actually paid to WTDs for the Financial Year 2017-18:

(Rs. in Lacs)

rest shall be paid in financial year 2018-19.

Commission paid to Non-Executive Directors for 2017-18:

1 Mr. Safir Anand, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from Feb 07, 2018.

2 Ms. Madhumita Ganguli & Mr. Paresh Surendra Thakker have been appointed as Non-Executive Independent Directors on the Board of the Company on and with effect from July 02, 2017.

Notes:

Mr. Sushil Kumar Roongta has been appointed as Additional (Non-Executive Independent) Director on the Board of the Company on and with effect from March 13, 2018.

Mr. Kamil Hasan, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from May 01, 2017.

Ms. Sangeeta Modi, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from July 03, 2017.

In view of the losses incurred by the Company during the financial year 2017-18, Nil amount of commission is to be paid to Non-Executive Directors of the Company pertaining to the

financial year 2017-18.

22.Particulars of Employees

People are our most valuable asset and your Company places the engagement, development and retention of talents its highest priority, to enable achievement of Organizational vision.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant information as on March 31, 2018, is given in Annexure - IV.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, the names of the top ten employees in terms of remuneration drawn, as on March 31, 2018, along with the relevant information thereon is given in Annexure - V

Further, during the Financial Year 2017-18, there was no employee who:

(i) if employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not Less than one crore and two Lakh rupees;

(ii) if employed for a part of the Financial Year, was in receipt of remuneration for any part of that year, at a rate which, in the

aggregate, was not Less than eight Lacs and fifty thousand rupees per month; (iii) if employed throughout the Financial Year or part thereof, was in receipt of remuneration in that year which, in the aggregate,

or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or Whole-time

director or manager and holds by himself or along with his spouse and dependent children, not Less than two percent of the

equity shares of the Company.

23. Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

24. Particulars of Contracts or Arrangements with Related Parties

ALL transactions entered by the Company with Related Parties during the Financial Year 2017-18 as defined under section 2 (76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014 were in the Ordinary Course of Business and were at Arm's Length pricing basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Regulation 23 of SEBI (LODR) Regulations, 2015. The Audit Committee granted omnibus approval for the transactions (which were all routine and repetitive in nature) and the same was reviewed and approved by the Board of Directors. There were no maternally significant transactions with Related Parties during the Financial Year 2017-18 which were in conflict with the interest of the Company. Suitable disclosures as required under IndAS-24 have been made in the Notes to the financial statements.

Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in respect of the particulars of contracts or arrangements with related parties under section 188 in prescribed form AOC-2 is annexed as Annexure-VI to this report.

The policy on Related Party Transactions as approved by the Board is hosted on the website of the Company (www.cleducate.com)

25. Extract of Annual Return

Pursuant to Section 92 of the Companies Act, 2013 read with the Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in prescribed Form MGT-9 is attached as Annexure - VII to this Report.

26. Details of the Amended and Restated CL ESOP Plan 2014 (Formerly known as CL ESOP Plan 2008)

During the financial year 2017-18, the Company's Employee Stock Option plan 2014 was property in place and in terms of the SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time, the Nomination, Remuneration & Compensation Committee of the Board administered and monitored the Amended and Restated Career Launcher Employee Stock Options Plan 2014 ("CL ESOP Plan 2014" or "ESOP Scheme").

The Company did not make any grant under the CL ESOP Plan 2014 during the financial year 2017-18, and there was no material change made in the CL ESOP Plan 2014 during the financial year 2017-18.

A certificate from M/s. Haribhakti & Co., LLP, Chartered Accountants with regards to the implementation of the Company's Employee Stock Option Scheme in Line with SEBI (Share Based Employees Benefits) Regulations, 2014 would be placed at the ensuing Annual General Meeting.

The details as required to be disclosed under Companies Act 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014 forms part of Annexure IX of the Directors' Report- "Disclosures and details of CL ESOP PLan 2014".

27. Disclosure of Energy conservation, Technology Absorption & Foreign Exchange Earnings & Outgo

The Company does not carry any manufacturing activity, thus, disclosures requirements under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8 (3) of the Companies Accounts Rules, 2014 are not applicable to the Company. However, wherever passible and feasible, continuous efforts have been made for conservation of energy and to minimize energy cost and to upgrade the technology with a view to increase the efficiency and to reduce cost of operations.

During the year under review, the Foreign Exchange earnings and outgo are as follows: The foreign exchange earnings (on Standalone basis) are detailed below:

The foreign exchange outgo (on Standalone basis) are detailed below:

28. Transfer of unclaimed dividend to Investor Education and Protection Fund

There is no amount which is required to be transferred to the Investor Education and Protection Fund (IEPF) as per the provisions of Section 125(2) of the Companies Act, 2013.

29. Buy Back of Securities

Your Company did not carry out buy back of any securities during the year under review.

30. Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

The Company complies with the mandatory Secretarial Standards issued by Institute of Company Secretaries of India (ICSI).

31. Statement of Deviation(s) or Variation(s), if any, in the Projected Utilization of Net Proceeds

Pursuant to Regulation 32(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Statement of Deviation(s) or Variation(s), if any in the Projected Utilization of Net Proceeds from the Initial Public offer (IPO) of the Company stating that there was no deviation in the use of proceeds from the objects stated in the Offer Document. Neither was there any deviation between the actual expenditure and the projected utilisation of funds made by it in its Offer Document as reviewed by the Board at its meeting dated May 23, 2018 for financial year ended March 31, 2018 is reproduced hereunder.

(Rs. in Lacs)

*Post Finalization of IPO Expenses

The aforesaid statement, as reviewed by the Audit Committee of the Company, is also available on the website of the Company (www.cleducate.com).

32. Directors' Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) in the preparation of the Annual Accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at end of Financial Year ended March 31, 2018 and Loss of the Company for that period;

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

d) the Directors have prepared the Annual Financial Statements on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating efficiently; and

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

33. Acknowledgement

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

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

Annexures to Board's Report 2018

Annexure I: Form AOC -1 Features of Financial Statement of Subsidiaries

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/ associate companies/ joint ventures

PART "A": Subsidiaries1

1 Kestone CL Asia has incorporated a wholly owned subsidiary in USA on March 22, 2018, in the name of Kestone CL US Limited with an Authorised Share Capital of $ 1,000.

2 Subsidiary of Kestone Integrated Marketing Services Private Limited.

3 Accendere Knowledge Management Services Private Limited became a wholly owned subsidiary of the Company pursuant to the purchase of balance 49% i.e. 5880 no. of equity shares of Accendere Knowledge Management Services Private Limited by the Company on April 12, 2017.

4 Wholly owned subsidiary of Career Launcher Education Infrastructure & Services Limited.

5 Pursuant to the Share Purchase Cum Shareholders Agreement entered into amongst CL, ICE GATE and its Promoters dated October 18, 2017, CL acquired 50.7% stake (5070 equity shares) in ICE GATE.

6 Provision for taxation include total tax expense as recorded in statement of Profit & Loss account for the financial year 2017-18.

Notes:

1. Names of subsidiaries which are yet to commence operations : Kestone CL US Limited (incorporated on March 22, 2018).

2. Names of subsidiaries which have been Liquidated or sold during the year: None.

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures i. Threesixtyone Degree Minds Consulting Private Limited

ii B & S Strategy Services Private Limited*

During the financial year 2017-18, the Company, through its Wholly Owned Subsidiary Company, Career Launcher Education Infrastructure and Services Limited (CLEIS) held 43.40% of the voting rights in B&S Strategy Services Private Limited ("B&S or Eduvisors") and pursuant to Shareholders Agreement dated March 16, 2017, the Company had representation on the Board of B&S and participation in all significant financial and operating decisions. Hence, keeping in mind the Company's significant influence over B&S as associate company of CLEIS, the details of B&S are being shared at the relevant places in this Annual Report.

Notes:

1. Names of associates or joint ventures which are yet to commence operations: None

2. Names of associates or joint ventures which have been liquidated or sold during the year: None

Annexure II: ANNUAL REPORT ON CSR ACTIVITIES

1. A brief outline of the company's CSR policy, including overview of projects or programmes proposed to be undertaken and reference to the web-link to the CSR policy and projects or programmes:

Corporate Social Responsibility (CSR) Policy:

With the advent of the Companies Act, 2013 constitution of a Corporate Social Responsibility Committee of the Board and formulation of a Corporate Social Responsibility Policy became a mandatory requirement. Therefore, the Company seeks to formulate a robust CSR Policy which encompasses its philosophy and guides its sustained efforts for undertaking and supporting socially useful programs for the welfare & sustainable development of the society.

A. CSR Vision:

To accomplish passionate commitment to the social obligation towards social, financial and educational upliftment of people belonging to economically weaker sections of the society.

B. Constitution of CSR Committee:

Pursuant to Section 135 (1) of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, both of which came into force on 1st day of April 2014, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any Financial Year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director.

In compliance with the above provisions, the Corporate Social Responsibility (CSR) Committee of the Company was constituted on April 29 2014 and thereafter reconstituted on March 13, 2018, to comprise of:

1 Mr. Paresh Surendra Thakker, Non-Executive Independent Director of the Company was appointed as Chairman of the CSR Committee on and with effect from March 13, 2018.

C. Duties and responsibilities of the CSR Committee:

The Corporate Social Responsibility Committee shall:

i. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII;

ii. Recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and iii. Monitor the Corporate Social Responsibility Policy of the company from time to time.

iv. The CSR Committee shall monitor the implementation of the CSR Policy and CSR Plan. For this purpose, the CSR Committee shall meet at such intervals, as it may deem necessary.

v. In discharge of CSR functions of the Company, the CSR Committee shall be directly responsible to the Board for any act that may be required to be done by the CSR Committee in furtherance of its statutory obligations, or as required by the Board.

D. Duties and responsibilities of the Board of Directors:

The Board of Directors of the Company shall:

i. After taking into account the recommendations made by the CSR Committee, approve the CSR Policy for the Company and disclose the contents of such policy in its Board Report and also place it on the Company's website.

ii. Ensure that the activities as are included in CSR Policy of the Company are undertaken by the Company.

iii. Ensure that the Company spends, in every Financial Year, at least 2% of the average net profits of the Company made during the three immediately preceding Financial Years in pursuance of its CSR Policy.

The Board shall include in its Report the annual report on CSR Projects as per the format prescribed from time to time.

E. Key Areas of Corporate Social Responsibility:

The Company is eligible to undertake any of the following suitable/rightful activity as specified in Schedule VII to the Act and also amended from time to time

i. Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation and making available safe drinking water;

ii. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;

iii. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

iv. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro-forestry, conservation of natural resources and maintaining quality of soil, air and water;

v. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional art and handicrafts;

vi. Measures for the benefit of armed forces veterans, war widows and their dependents;

vii. Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports;

viii. Contribution to the prime minister's national relief fund or any other fund set up by the central government for socio-economic development and relief and welfare of the scheduled castes, the scheduled tribes, other backward classes, minorities and women;

ix. Contributions or funds provided to technology incubators located within academic institutions which are approved by the central government

x. Rural development projects.

xi. Slum area development."

F. Identification of CSR Projects:

i. CSR Projects need to be identified and planned for approval of the CSR Committee, with estimated expenditure and phase wise implementation schedules.

ii. The Company shall ensure that in identifying its CSR Projects, preference shall be given to the local area and areas around which the Company (including its Units) operates. However, this shall not bar the Company from pursuing its CSR objects in other areas.

iii. As a cardinal principle, the CSR Projects shall be identified on the basis of a detailed assessment survey. Every year, the CSR Budget, along with its implementation schedule shall be presented to the Board, by the CSR Committee, for its approval.

iv. The Chairman and the Managing Director of the Company are authorized severally to decide the Projects to be implemented as approved by the CSR Committee.

v. The CSR Committee may engage external professionals/firms/agencies if required for the purpose of identification of CSR Projects.

G. Implementation of CSR Projects

i. The Company may itself undertake the CSR activities, as per its CSR Policy, as projects, or programs, or activities (either new or outgoing);

ii. The Board of the Company may decide to undertake its CSR activities, approved by the CSR Committee, through a Registered Trust, or a Registered Society, or a Company established by the Company, or its Holding or subsidiary or associate company under Section 8 of the Act, or otherwise;

iii. The Company may also collaborate with other companies, including its Group Companies, for undertaking projects or programs or CSR activities in such a manner that the CSR Committees of respective Companies are in a position to report separately on such projects or programs in accordance with the CSR Rules.

iv. The CSR Committee may engage external professionals/firms/agencies if required, for the purpose of implementation of its CSR Projects.

v. The Company may implement the identified CSR Projects through Agencies, subject to the condition that:

(a) The activities pursued by the Agency are covered within the scope and ambit of Schedule VII to the Act;

(b) The Agency has an established track record of at least three years in undertaking similar programs or projects;

Provided that such expenditure shall not exceed 5% of the total CSR expenditure of the Company in one Financial Year, and the Company shall specify the Project to be undertaken through the Agency, the modalities of utilization of funds on such Projects and the monitoring and reporting mechanism.

vi. The Company may collaborate with other companies, including its holding and subsidiary Companies and Group Companies if required, for fulfilling its CSR objects through the Implementing Agency, provided that the CSR Committees of respective companies are in a position to monitor separately such Projects.

H. Monitoring Mechanism:

The CSR Committee will review and monitor the progress of CSR Project periodically and report to the Board at regular interval.

I. Fund allocation and Others:

CSR Funds

The corpus for the purpose of carrying on the aforesaid activities would include the followings:

i. 2% of the average Net Profits of the Company made during the three immediately preceding Financial Years (calculated in accordance with the provisions of Section 198, excluding any profit arising from any overseas branch or branches of the Company, whether operated as a separate Company or otherwise)

ii. any income arising there from.

iii. surplus arising out of CSR activities carried out by the company and such surplus shall not form a part of business profit of the company.

CSR Expenditure

CSR Expenditure shall include all expenditure including contribution to corpus, for projects or programs relating to CSR activities approved by the Board on the recommendation of its CSR Committee, but will not include any expenditure on an item not in conformity or not in line with activities which fall within the purview of Schedule VII of the Act.

Others

The CSR Committee shall ensure that major portion of the CSR expenditure in the Annual Plan shall be for the Projects as per CSR objectives. However, there shall not be any preference given to any particular projects for budgetary allocation and it shall be made purely as per the identified CSR Projects on need basis.

J. Review Periodicity and amendment:

i. CSR Policy may be revised/modified/amended by the CSR Committee as it may deem fit.

ii. The CSR Committee shall review the Policy every two years unless such revision is necessitated earlier

2. The Composition of the CSR Committee:

Members of the committee are:

i. Mr. Paresh Surendra Thakker* (Chairman, Non-Executive & Independent Director)

ii. Mr. Satya Narayanan .R (Member, Chairman & Whole time Director)

iii. Mr. Gautam Puri (Member, Vice Chairman & Managing Director)

* Mr. Paresh Surendra Thakker, Non-Executive Independent Director of the Company was appointed as Chairman of the CSR Committee on and with effect from March 13, 2018.

Mr. Safir Anand, Non-Executive Independent Director of the Company has resigned from the Board (and hence from the CSR Committee) of the Company on and with effect from Feb 07, 2018.

3. Average net profit of the company for last three Financial Years Rs. 871.60 Lacs

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Rs. 17.43 Lacs

5. Details of CSR spent during the Financial Year:

6. In case the Company has failed to spend the two percent of the average net profit of the last three Financial Years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board Report.

Though the Company has earmarked the funds for specific CSR activities, and has determined target CSR activities/ projects , in the education space, and in research and Innovation area, to be undertaken, the Company has not been able to spend the mandated amounts on the said activities till date, as the capacities to spend the sanctioned amount were being built, and are now broadly in place and specific projects have been identified

The implementation of the planned activities has thus spilled over to the next Financial Year, the execution of which is expected to be initiated in the Financial Year 2018-19 and should happen over the coming multiple years.

As a socially responsible Company, the Company is committed to increase its CSR impact and spend over the coming years with the aim of playing a larger role in India's sustainable development, and thereby fulfill its Corporate Social Responsibility.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

CSR Committee of the Company certifies that all the CSR activities/ projects earmarked by the Company are in line with the objectives set in the CSR policy of the Company.

Annexure III: Process of Determination of Director's Remuneration

The process of determining the Remuneration of Directors is as under:

1. The general body of shareholders approves the overall maximum managerial remuneration that may be paid to the Directors, generally over a period of 3 years.

2. Within the overall limit approved by the shareholders, the remuneration payable for a particular year is recommended by the Nomination, Remuneration and Compensation Committee (comprising of all non-executive Directors, with majority of them being independent) to the Board.

(a) The NRC Committee sets out the Key Considerations for setting the compensation.

The Key Considerations taken into account by the Nomination, Remuneration and Compensation Committee while recommending the remuneration of Directors are stated hereunder:

i) The provisions of Companies Act, 2013 and any other law for the time being in force relating to Companies;

ii) Market factors;

iii) The executive and operational responsibilities carried out by the Directors for the Company.

iv) Market salary of people with similar background/educational qualification/ experience, to ensure that Directors receive a fair compensation and there is "headroom" to pay competitive salaries to the Director's direct reports and for attracting new talent in the Company;

v) Compensation trends for the last three years; vi) Inflation;

(b) The NRC Committee also recommends the split between fixed and variable salaries payable to the Executive Directors of the Company, while making specific recommendation for any fiscal

3. Based on the recommendation of the NRC Committee, the Board approves the remuneration payable to the Directors for the year;

4. The Remuneration paid during the year is checked against the estimated Profits of the Company for the year, to comply with the relevant provisions of the Companies Act 2013 and the Rules made thereunder.

Extract of the Recommendation Report issued by the NRC committee for the financial year 2017-18

The table below summarizes the total compensation for the whole time Directors (WTDs)

Table 1 Salary (actually paid) trends for the WTD Financial Year(s) 2015-16 to 2017-18

For the year 2017-18, the recommended compensation for Mr. Satya Narayanan .R and Mr. Gautam Puri, was Rs. 122.9 Lacs (81.9 Lacs + 41.0 Lacs). It was Rs. 119.4 Lacs (79.4 Lacs + 39.7 Lacs) for Mr. Nikhil Mahajan.

The Executive Directors of the Company did not take any variable compensation for the year 2017-18.

Specific Recommendation for Fiscal 2017-18

Increase fixed and variable compensation by 9% each

Considering the inflation (CPI) in the year 2016 was 4.97%. In addition, AON Hewitt report on compensation trends pegs average increase for Top Management in service sector at 9%

Keeping in mind above mentioned factors, the committee recommends a 9% increase in the total compensation for the Directors, to be paid subject to the compliance with the provisions of the Companies Act, 2013:

Table 2 Recommended Salary for Executive Directors for 2017-18

In view of the Committee the variable part of the compensation should be paid based on the business performance of the Company with equal weight being ascribed to Revenue and Profitability.

Table 3 Recommended Commission for Non-Executive Independent Directors for the Financial Year 2017-18

1Mr. Safir Anand, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from February 07, 2018.

2Mr. Sushil. Kumar Roongta has been appointed as Additional. (Non-Executive Independent) Director on the Board of the Company on and with effect from March 13, 2018.

Annexure IV: Particulars of Employees

Particulars of Employees and Related disclosure

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

1. The ratio of the remuneration/commission of each Director to the median remuneration of the employees of the Company for the Financial Year 2017-18:

1The Designation of Mr. Gopal Jain* (DIN: 00032308) has been changed from Non-Executive Nominee Director to Non-Executive Non Independent Director on Board of the Company on and wit,

effect from July 24, 2017.

2Ms. Sangeeta Modi, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from July 03, 2017.

3Mr. Kamil Hasan, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from May 01, 2017.

4Ms. Madhumita Ganguli & Mr. Paresh Surendra Thakker have been appointed as Non-Executive Independent Directors on the Board of the Company on and with effect from July 02, 2017.

5Mr. Sushit Kumar Roongta has been appointed as Additional (Non-Executive Independent) Director on the Board of the Company on and with effect from March 13, 2018.

8Mr. Safir Anand, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from February 07, 2018.

In view of the losses incurred by the Company during the financial year 2017-18, Nil amount of commission is to be paid to Non-Executive Directors of the Company pertaining to the financial year 2017-18.

2. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the Financial Year 2017-18:

1 The Designation of Mr. Nikhil Mahajan has been changed from Executive Director & CFO to Executive Director & Group CEO Enterprise Business on and with effect from July 02, 2017.

2 Mr. Sudhir Bhargava, has been appointed as CFO of the Company on and with effect from July 02, 2017.

3. The percentage increase/decrease in the median remuneration of employees in the Financial Year: There was an increase of (approx.) 17.76% in median remuneration of employees in the Financial Year 2017-18 as against increase of (approx.) 18.32% the previous financial year.

4. The number of permanent employees on the rolls of Company: The Company had 404 permanent employees, as on March 31, 2018 as against 318 as on March 31, 2017 The new additions are on account of the acquisition of the ETEN business division of Pearson and the launch of a new Campus Recruitment Training division.

5. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase in the salaries of employees other than the managerial personnel in the Financial Year 2017-18 was (approx.) 24.89%, whilst the managerial remuneration decreased by (approx.) 19.66%. The primary reason for the decline in managerial remuneration was on account of the whole time directors foregoing their salary for the Jan- March quarter of 2018 on account of not so healthy business performance and outcomes..

6. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company.

Note:

1. Managerial personnel includes only Managing Director & Whole-Time Directors of the Company.

Annexure V:

Remuneration to top ten employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014

(a) Remuneration paid in Financial Year 2017-18 to Whole Time Directors:

1 The Designation of Mr. Nikhit Mahajan has been changed from Executive Director & CFO to Executive Director & Group CEO Enterprise Business on and with effect from July 02, 2017.

* This includes an amount equivalent to 10,000 AED per month, which is paid to Mr. Nikhit Mahajan from the Company's Dubai business operations. During 2017-18, this amount has been paid to Mr. Nikhit Mahajan for 6 months onty, and the rest shall be paid in financial year 2018-19.

(b) Remuneration paid in Financial Year 2017-18 to Employees other than Whole Time Directors:

Mr. Sudhir Bhargava was appointed! as the Chief Financial Officer and Key Managerial Personnel of the Company on and with effect from July 02, 2017. 3Mr. Arjun Wadhwa has joined the Company on and with effect from April. 12, 2017. 4Mr. Byomkesh Kumar has joined the Company on and with effect from June 16, 2017.

Annexure VI: AOC - 2 Contracts/ Arrangements with Related Parties

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and

Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm's length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis:-There were no contracts or arrangements or transactions entered into by the Company with any of its Related Parties during the financial year ended March 31, 2018, which were not at arm's Length basis.

2. Details of contracts or arrangements or transactions at Arm's length basis.- The details of material contracts or arrangements or transactions at arm's Length basis for the financial year ended March 31, 2018 are as follows:-

(Rs. in Lacs)

92

Annexure VII:

FORM NO. M6T 9

EXTRACT OF ANNUAL RETURN

As on the Financial Year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

*As per National Industrial Classification 2008

III. PARTICULARS OF HOLDING /SUBSIDIARY AND ASSOCIATE COMPANIES (as on March 31, 2018)

1 Accendere Knowledge Management Services Private Limited became a wholly owned subsidiary of the Company pursuant to the purchase of balance 49% i.e. 5880 no. of equity shares of Accendere Knowledge Management Services Private Limited (AKMS) by the Company on April 12, 2017.

2 The CIN No. of the AKMS has been changed to U74900DL2008PTC320628 on and with effect from July 13, 2017, pursuant to the change in registered office of the AKMS from the 'State o Tamil Nadu' to 'NCT of Delhi & Haryana'.

3 ICE Gate Educational Institute Private Limited became a subsidiary of the Company pursuant to the purchase of 50.70% i.e. 5070 no. of equity shares of ICE Gate Educational Institute Private Limited by the Company on October 31, 2017.

4 Kestone CL Asia has incorporated a wholly owned subsidiary in USA in the name of Kestone CL US Limited on March 22, 2018.

5 Threesixtyone Degree Minds Consulting Private Limited became an Associate of the Company pursuant to the purchase of 400,000 CCPS of Threesixtyone Degree Minds Consulting Privatt Limited by the Company on August 17, 2017.

6 The Company, through its Wholly Owned Subsidiary Company, Career Launcher Education Infrastructure and Services Limited (CLEIS) held 43.40% of the voting rights in B&S Strategy Services Private Limited ("B&S or Eduvisors") and pursuant to Shareholders Agreement dated March 16, 2017, the Company had representation on the Board of B&S and participation in all significant financial and operating decisions.

IV. SHARE HOLDING PATTERN (Equity & Preference Share Capital Breakup as percentage of Total Equity & Preference)

(i) (a) Category-wise Equity Share Holding

(i) (b) Category-wise Preference Share Holding

There is no preference shareholding of Company as on March 31, 2018 (ii) Shareholding of Promoter-

(iii) Change in Promoters' Shareholding (please specify, if there is no change): No Change

(iv) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

(v) Shareholding of Directors and Key Managerial Personnel (as on March 31, 2018):

Notes:

* Mr. Kamil Hasan (DIN: 03457252), Non-Executive Independent Director on the Board of the Company resigned from the Board of the Company on and with effect from May 01, 2017.

Ms. Sangeeta Modi (DIN: 03278272), Non-Executive Independent Director of the Company resigned from the Board of the Company on and with effect from July 03, 2017.

* Mr. Safir Anand (DIN: 02117658), Non-Executive Independent Director of the Company resigned from the Board of the Company, and its Committees on and with effect from February 07, 2018.

V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

The above details do not include the amount of OD limit of Rs. 3148.91 Lacs availed by the Company as on March 31, 2018. VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

* An amount equivalent to 10,000 AED per month is paid to Mr, Nikhil Mahajan as part of his compensation, out of Company's Dubai business operations. The amount quoted above represents the 6 months' payout for Mr. Nikhil Mahajan out of the total due, made during 2017-18. The remaining amount shall be paid to him during the financial year 2018-19.

B. Remuneration to other directors (Independent Directors)

1 Ms. Madhumita Ganguli & Mr. Paresh Surendm Thakker have been appointed as Non-Executive Independent Directors on the Board of the Company on and with effect from July 02, 2017.

2 Mr. Safir Anand, Non-Executive Independent Director of the Company has resigned from the Board of the Company on and with effect from February 07, 2018.

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

VI.PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES.

There were no penalties / punishment / compounding of offences under any sections of the Companies Act, 2013 against the Company or its Directors or other Officers in default, if any, during the year.

100

Annexure VIII:

FORM NO. MR 3

SECRETARIAL AUDIT REPORT As on the Financial Year ended on 31.03.2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

To

The Members

CL Educate Limited

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

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2018 according to the provisions of:

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

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

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

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

Investment and Overseas Direct Investment; and (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992

('SEBI Act'):-

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

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

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable for the year under review);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client ;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable for the year under review); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not Applicable for the

year under review).

(vi) There are no laws that are specifically applicable to the company based on their sector/industry except The Trade Marks Act, 1999

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

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

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

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

We further report that

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

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

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

We further report that

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

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

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

Allotment of 2400 Equity Shares of Face Value of Rs. 10/- each to the allottees on October 13, 2017 pursuant to CL ESOP Plan 2008;

We further report that during the year under review, there were no events viz.

i) Public/Right/Debenture/Sweat Equity Shares; ii) Redemption/Buy-back of securities.

iii) Major decisions taken by the members pursuant to Section 180 of the Companies Act, 2013; iv) Merger / amalgamation / reconstruction, etc; and

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

For S. Anantha & Ved LLP Company Secretaries

sd/-

Ved Prakash

Designated Partner

ACS:36837

CP No.: 16986

Place: Mumbai

Date: June 20, 2018

Note: This report should be read with letter of even date by the Secretarial Auditors.

Annexure

To

The Members

CL Educate Limited

Our report of even date is to be read along with this letter.

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

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

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

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

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

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

For S. Anantha & Ved LLP Company Secretaries

sd/-

Ved Prakash Designated Partner Membership No.36837 CP No.: 16986

Annexure IX:

1. Disclosures and details of options granted under CL ESOP Plan 2014 as required to be provided in terms of Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are as follows:

1 Mr. Safir Anand, Non-Executive Independent Director of the Company has resigned from the Board (and from the Audit Committee) of the Company on and with effect from February 07, 2018.

2 As on date, these are no more the employees of the Company.

2. Disclosures and details of options granted under various ESOPs of the Company as required to be provided in terms of Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 are given as under:

(A) Relevant disclosures in terms of the 'Guidance note on accounting for employee share-based payments' issued by Institute of Chartered Accountants of India or any other relevant accounting standards as prescribed from time to time.

Members may refer to the audited financial statements prepared as per Indian Accounting Standard (Ind-AS) for the year 2017-18.

(B) Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of options calculated in accordance with Ind-AS 33.

Diluted EPS for the year ended March 31, 2018 is Rs. (1.40) calculated in accordance with Ind-AS 33 (Earnings Per Share).

(C) Details related to CL ESOP Plan 2014.

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, unless otherwise stated in the grant letter. As on March 31, 2018 and March 31, 2017 the Company had 60,775 and 13,168 number of options that could be granted 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 1, 2014 upto March 31, 2015 by Board and from May 30, 2014 upto 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" was adopted and the same was made 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 the Company adopted "Amended and Restated Career Launcher Employee Stock Options Plan 2014". Further, pursuant to resolution passed by the members in the Annual General Meeting held on August 24, 2017, the Company ratified and renewed the "Amended and Restated Career Launcher Employee Stock Options Plan 2014" for further period of 1 year i.e. from September 5, 2017 upto September 4, 2018.

The Company has one ESOP Scheme, which is currently in effect, that is the "Amended and Restated Career Launcher Employee Stock Options Plan 2014 (CL ESOP Plan 2014)" which provides for the issue of 250,000 stock options to Directors and employees of the Company and its subsidiary 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/demat delivery of equity shares. As per the plan, holders of vested options are entitled to purchase one equity share for each option. Till date 312,468 (March 31, 2017: 312,468) stock options have been granted under this scheme (which included the lapsed options being returned to the general pool, and being re-issued again).

Other details related to CL ESOP Plan 2014:

Shares issued under ESOP during Financial Year 2017-18

Details of options exercised during the Financial Year 2017-18:

The CL ESOP Plan 2014 is in line with the SEBI (Share Based Employee Benefits) Regulations, 2014. A certificate from M/s. Haribhakti & Co., LLP, Chartered Accountants, Statutory Auditors of the Company with regards to the implementation of the Company's Employee Stock Option Scheme in line with SEBI (Share Based Employees Benefits) Regulations, 2014 would be placed at the ensuing 22nd Annual General Meeting of the Company.