CL Educate Ltd

Rating action details

• ICRA assigns BBB (Stable) rating to CL Educate Ltd.
• ICRA assigns BBB (Stable) Issuer Rating to DEXIT Global Ltd.
• CL Educate Ltd rated amount: 0 crore.
• DEXIT Global Ltd rated amount: 0 crore.
• Outlook: Stable.
• Agency: ICRA Limited; surveillance due within one year from rating letter.

AGM Details

• Date/time/mode: 29-09-2026, 11:00 AM IST, VC/OAVM.
• Voting cut-off: 22-09-2026; AGM e-voting open prior.
• Quorum confirmed; annual report accessible on the company site.

Resolutions and outcomes

• Resolution 1 (Ordinary): Adoption of Audited Financial Statements; passed with 99.97% in favour.
• Resolution 2 (Ordinary): Re-appointment of Nikhil Mahajan; retires by rotation and re-appointed.
• Resolution 3 (Ordinary): Re-appointment of Imran Jafar; retires by rotation and re-appointed.
• Resolution 4 (Ordinary): Ratification of remuneration to Cost Auditor for 2026-27; approved.
• Resolution 5 (Ordinary): Grant maximum remuneration to Non-Executive Directors for three years; approved.

Dividend

• Dividend: no dividend proposed or declared.

Director changes

• Nikhil Mahajan re-appointed as Executive Director and Group CEO.
• Imran Jafar re-appointed as Non-Executive Non-Independent Director.

Auditor actions

• Cost Auditor remuneration ratified for FY 2026-27.
• No change in statutory or secretarial auditors.

CL Educate Limited: Trading Window closed from October 01, 2026 for the quarter and half year ended September 30, 2026; The Trading Window will open 48 hours after the announcement/declaration of the said Unaudited Financial Results by the Company to the Stock Exchange(s).

AGM notice and annual report access

• AGM of CL Educate Limited scheduled for 29 Sep 2026 at 11:00 IST via VC/OAVM.
• Annual Report 2025-26 and AGM notice available on company website and BSE/NSE.
• Annual Report and AGM notice accessible via provided web-link; path: Investors > Financials > AnnualReports > 2025-26.
• Shareholders without registered emails will receive AGM notices by email; register via KFin Technologies.

AGM notice and voting details

• AGM 30th to be held Sept 29, 2026 at 11:00 IST via VC/OAVM.
• Audited standalone and consolidated financial statements for year ended March 31, 2026 included.
• Re-appointment of Nikhil Mahajan as Executive Director and Group CEO.
• Re-appointment of Imran Jafar as Non-Executive Non-Independent Director.
• Cost Auditor remuneration ratified for 2026-27 up to Rs 1.40 lakh.
• Three-year cap on non-executive director remuneration; 1% of net profits if profits are adequate.
• Cut-off date for e-voting: Sep 22, 2026; remote e-voting Sep 24–28, 2026.
• Scrutinizer appointed: CS Devesh Kumar Vasisht to conduct e-voting.
• AGM and annual report available electronically on cleducate.com and KFin evoting portal.
• Proxy facility not available for e-AGM; institutional members may appoint representative.

AGM schedule and voting

• AGM date fixed: September 29, 2026 at 11:00 IST via VC/OAVM.
• Register of Members and transfer books closed Sept 22–29, 2026.
• Cut-off for e-voting on Sept 22, 2026; voting window Sept 24–28, 2026.
• Remote e-voting starts Sept 24, 2026 at 09:00 IST and ends Sept 28, 2026 at 17:00 IST.

Key FY26 highlights

• Consolidated revenue FY26 ₹548.1 cr; up 53% YoY; net loss ₹26.0 cr.
• EBITDA ₹69.4 cr; margin 12.2%.
• FY25 revenue ₹358.1 cr; EBITDA ₹32.6 cr; margin 8.9%.
• EdTech ₹386.5 cr; MarTech ₹161.6 cr; DEXIT Digital Assessments ₹223.3 cr.
• EdTech segment profit ₹29.2 cr; MarTech ₹1.0 cr; total ₹30.1 cr.
• Digital Assessments became EdTech's largest contributor, ~41% of group revenue.
• mySATHI IP-based testing launched January 2026.
• DEXIT Global Limited acquisition completed Feb 20, 2025; total purchase ₹44,370.90 lacs; goodwill ₹15,297.46 lacs.
• 361DM acquisition elevated to subsidiary; goodwill ₹633.90 lacs.
• Net debt ~₹187 cr; borrowings ₹232.84 cr; cash ₹45.51 cr.