Crizac Ltd

Crizac Ltd – trading window closure

Meeting Details

• Date and time: September 28, 2026 at 1:00 PM
• Type and mode: Group, virtual video conference

Participants

• Key company participants: Crizac Limited officials (investor relations)

Purpose

• Purpose: investor/analyst interaction to discuss publicly available information
• Discussions will be based on public information only

Additional Notes

• Organizer: Arihant Capital Markets Ltd.
• Event: Bharat Connect Conference: Rising Stars, March 2026

Edument investment revision

• Shareholder withdrew consent for sale of 107 CCPS (₹1,03,654); acquisition will not proceed.
• Consideration of ₹1,03,654 paid for 107 CCPS has been received back by Crizac.
• Aggregate consideration revised from ₹1,24,76,944 to ₹1,23,73,290.
• Post-transaction Crizac expected to hold ~36.80% of fully diluted Edument share capital after 5,337 CCPS.
• Previously, Crizac expected ~37.41% for 5,444 CCPS.
• Other terms of the transaction remain unchanged.

Director changes

• Appointment of Mr. Christopher Flood Nagle as Non-Executive Non-Independent Director; approved at AGM 11 Sep 2026; industry veteran.
• Anuj Saraswat re-appointed Independent Director for second 3-year term: 14 Feb 2027 to 13 Feb 2030.
• Payal Bafna re-appointed Independent Director for second 3-year term: 21 Mar 2027 to 20 Mar 2030.

AGM details

• Date 11 September 2026; time 1:00–1:51 PM; mode VC and OAVM.
• Record date 04 September 2026.

Resolutions and outcomes

• Item 1 Ordinary: Standalone financial statements adopted; 99.87% in favour.
• Item 2 Ordinary: Consolidated financial statements adopted; 100% in favour.
• Item 3 Ordinary: Manish Agarwal reappointed; retiring by rotation; approved.
• Item 4 Ordinary: Christopher Flood Nagle appointed Non-Executive Director; approved.
• Item 5 Special: Anuj Saraswat reappointed Independent Director for 2nd term; approved.
• Item 6 Special: Payal Bafna reappointed Independent Director for 2nd term; approved.

Director changes

• Christopher Flood Nagle appointed Non-Executive Director.
• Manish Agarwal reappointed; retires by rotation.
• Anuj Saraswat reappointed Independent Director for second term.
• Payal Bafna reappointed Independent Director for second term.

AGM details

• AGM held on 11 September 2026 via VC/OAVM from 1:00 PM to 1:51 PM.

Key resolutions

• Ordinary: Adoption of Audited Standalone Financial Statements for year ended 31 March 2026.
• Ordinary: Audited Consolidated Financial Statements for year ended 31 March 2026.
• Ordinary: Re-appointment of Mr. Manish Agarwal as Director.
• Ordinary: Appointment of Mr. Christopher Flood Nagle as Director.
• Special: Re-appointment of Mr. Anuj Saraswat as Independent Director for 2027–2030.
• Special: Re-appointment of Mrs. Payal Bafna as Independent Director for 2027–2030.

Voting status

• Voting results will be submitted subsequently.

ESOP and governance notes

• ESOP 2026: no options will be granted below face value.

Overview

• Standalone BRSR for FY2025-26; main activity is education platform and student recruitment.
• Revenue largely from education consultancy, about 99.97% of turnover.
• Reporting boundary: standalone; group subsidiaries Crizac UK and Ucol Fze operate internationally.

Key ESG Risks & Opportunities

• Data privacy risk from student data and cross-border laws; potential costs and legal action.
• Regulatory changes in UK/USA affecting international student enrollment; potential revenue impact.
• Wage inflation risk; higher compensation may reduce profitability.
• Intercompany conflicts risk between UK and UAE subsidiaries; no formal intercompany agreement.
• Digital operations reduce energy use and paper; expands access to global education; revenue growth opportunity.
• Opportunity to implement Scope 3 emissions measurement in line with evolving ESG norms.

Governance & Policy Highlights

• CSR Committee oversees CSR policy, expenditure, and implementation; board-approved; reconstituted 2024.
• Anti-bribery and anti-corruption policy in place; no penalties in FY2025-26.
• Whistleblower policy with Audit Committee oversight and employee grievance mechanism.
• Policies on human rights, POSH, equal opportunity, IT security, and health & safety in place.
• No external assurance obtained.
• ESOP 2026 approved; up to 1,22,48,775 options for eligible employees/directors.

Social Responsibility & Workforce

• Total employees 399; permanent 356 (female 211, male 145); others 43 (female 25, male 18).
• Overall gender mix: about 41% male, 59% female; attrition 33.5%.
• LTIFR and fatalities: nil; no reported injuries in FY2025-26.
• POSH training attendance: 90.17% of eligible staff.
• Group personal accident insurance covers about 400 employees; coverage of Rs 1 million per employee.
• Differently-abled facilities not yet provided; plans to introduce accessibility features in future.
• ESOP 2026 details: options exercisable into shares; vest over at least three years.

Environmental Performance

• Total energy consumption: 222,837.22 kWh; no fuel usage; energy intensity 0.00836 kWh per lakh turnover.
• Renewable energy share: 0%; no renewable energy used in current year.
• Scope 2 emissions: ~182.73 t CO2e; Scope 1 emissions not disclosed; Scope 3 not yet assessed.
• Waste: IT and paper waste recycled via authorized vendors; no hazardous waste reported.
• Energy and resource measures include LED lighting, digitization, and HVAC optimization.
• Targets: reduce electricity per employee by 5% in 3 years; zero office landfill; partial shift to renewables.

Stakeholder Engagement & Complaints

• Key stakeholders: investors, counselling partners, international universities, shareholders, employees, regulators, community.
• Engagement channels: compliance emails, ARM Team, URM Team, annual meetings, personal meetings.
• Investors engaged quarterly; shareholders annually; employees regularly; community annually.
• Complaints under NGRBC/operations: NIL filed/pendings in FY2025-26; no material unresolved issues.
• Student complaints escalated from ARM Team to senior management; employee whistleblowing handled by Audit Committee.

Other Notable Metrics

• Data privacy and cybersecurity: policies including restricted data access, encryption, secure payments, and staff training.
• No reported data breaches; no product recalls or penalties; supplier declarations noted.
• Public policy advocacy: none; Crizac monitors policy developments but did not engage in direct lobbying.
• CSR focus on education; contributions to trusts supporting education; CSR spend exceeds statutory requirements.
• ESOP 2026 implementation supports employee ownership and long-term value creation.

Financial performance

• Consolidated revenue from operations ₹104,215.71 lakh; up 22.7% YoY.
• Consolidated EBITDA ₹28,242.19 lakh; margin ~27.1%.
• Consolidated PAT ₹21,918.01 lakh; margin ~20.5%.
• Interim dividend ₹8 per share; total ₹13,998.60 lakh.
• IPO listed on NSE and BSE on 9 July 2025.

Geography and business mix

• Overseas revenue ₹23,905.16 lakh; India ₹2,752.42 lakh.
• Overseas revenue total ₹26,657.58 lakh for FY26.
• Geographic diversification with 85+ source countries; 11 destination markets.
• UK visa market share improved to 6.0% of total study visas.

Scale of operations and network

• FY25-26: ~3.94 lakh applications processed.
• Active counselling partners: 5,389; registered partners: 15,980+.
• University network across 400+ institutions; global reach in 85+ source countries.

Strategy and technology

• Asset-light model; debt-free balance sheet; strong liquidity.
• CAMS platform, AI-enabled interview, and EduMentor investments.
• Strategic acquisitions: StudiesPlanet and Global Tree Careers.

Capital structure and capital allocation

• Standalone debt-free; consolidated borrowings ₹175.49 lakh; net debt negative.
• Net debt to equity consolidated at -0.38x.
• IPO proceeds were entirely from selling shareholders; no fresh issue.

Governance and audit

• Auditors: Singhi & Co; unqualified opinion.
• Secretarial auditor: Riteek Baheti & Associates; no qualifications.
• Board: 6 directors; 3 independent incl. a woman; 10 board meetings in FY26.

ESG, CSR and people

• CSR spend FY25-26: ₹259.82 lakh; Gyan Bharti Educational Trust activities.
• ESOP 2026: up to 1,22,48,775 options; grant of 25,90,000 in 2026.
• CSR governance via ESG & CSR Committee; ongoing focus on governance and ethics.

Risks and outlook

• Regulatory visa policy changes remain a risk; diversification mitigates concentration.
• Global education demand supports steady, cautious growth; technology and trust provide competitive moat.

HR and people metrics

• Total employees: 399; 356 permanent; 43 contractual.
• Median employee remuneration up 9.73%; management salary growth 4.96% in prior year.
• POSH training completed; strong emphasis on equal opportunity and inclusive culture.

Acquisition details

• Target: Edument Consultancy Private Limited; private consultancy services entity (country/sector not disclosed).
• Transaction: proposed acquisition of CCPS and CCDs of Edument Consultancy Private Limited.
• Size/scale: not disclosed.
• Related party: not disclosed.
• Industry/sector: not disclosed.
• Purpose/strategic rationale: ongoing acquisition; no change in underlying terms.
• Regulatory approvals: not disclosed.
• Timeline: completion now expected 12 October 2026; ~two months extension.
• Consideration: not disclosed.
• Cost/price: not disclosed.
• Shareholding acquired: not disclosed.
• Background: Edument Consultancy Private Limited; consultancy services; incorporation and turnover details not disclosed.