Promoters of CL Educate Limited have disclosed existing share encumbrances for the financial year ended March 31, 2026, under Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The declaration confirms that no new encumbrances were created by the promoters, promoter group members, or persons acting in concert during FY26 beyond those previously reported. The disclosures detail non-disposal undertakings executed by two key promoters in February 2025.

Details of Encumbrance

The filing, submitted by promoter Gautam Puri on April 07, 2026, outlines specific pledges against the company's shares. The encumbrances take the form of non-disposal undertakings, restricting the promoters from selling the specified shares. These undertakings were executed in February 2025, prior to the financial year under review, and were disclosed to the stock exchanges as part of the regulatory compliance for FY26.

Breakdown of Shares Encumbered

The following table provides the specifics of the shares encumbered by the promoters:

The total encumbered shares amount to 1,40,65,562, representing approximately 25.94% of the company's total paid-up share capital. Both promoters executed the non-disposal undertakings on consecutive dates in February 2025. The disclosure was addressed to the Department of Corporate Services at BSE Limited and the Listing Department at National Stock Exchange of India Limited.

CL Educate Limited announced its audited financial results for the quarter and financial year ended March 31, 2026. The Board of Directors, meeting on May 13, 2026, approved the standalone and consolidated results along with the respective audit reports carrying unmodified opinions issued by M/s Walker Chandiok & Co. LLP. Subsequently, the company filed an Analysts and Investors Earnings Call presentation on May 14, 2026 under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In compliance with Regulation 47 of the Listing Regulations, the company also published a QR code providing access to the audited financial results in Financial Express (English) and Dainik Bhaskar (Hindi/Regional) on May 14, 2026, as confirmed by CFO Arjun Wadhwa from New Delhi.

FY26 Consolidated Financial Performance

FY26 marked the first full year of integration of DEXIT Global Limited (DEX) into the Group, resulting in a significant expansion in the scale of operations. The consolidated financial results reflect strong operating momentum, though higher non-operating charges weighed on the bottom line. Total Income for FY26 grew 55% year-on-year to ₹570 crore (prior year: ₹368 crore). Revenue from Operations grew 53% to ₹548.1 crore from ₹358.1 crore in FY25. EBITDA rose 113% to ₹69 crore (prior year: ₹33 crore), while Operating EBITDA stood at ₹47.96 crore, up 116% from ₹22.26 crore. Net Cash Generated grew 78% to ₹46 crore (prior year: ₹26 crore), and Net Cash from Operating Activities expanded nearly 5x to ₹79.06 crore from ₹16.36 crore in FY25.

Finance costs for the year stood at ₹43.64 crore (FY25: ₹8.34 crore) and depreciation & amortisation at ₹41.44 crore (FY25: ₹20.16 crore), both reflecting the full-year impact of the DEX acquisition completed in February 2025 and the associated acquisition financing. As a result of these higher non-operating charges aggregating ₹85 crore (FY25: ₹29 crore), the Group reported a Net Loss of ₹26 crore for FY26 (FY25: net loss of ₹11 crore). The following table summarises the key consolidated financial metrics:

For the quarter ended March 31, 2026, Revenue from Operations grew 21% to ₹117.6 crore (Q4 FY25: ₹97.5 crore). Operating EBITDA stood at ₹3.5 crore (Q4 FY25: ₹1.2 crore), while the Net Loss for the quarter narrowed to ₹10.4 crore (Q4 FY25: net loss of ₹15.7 crore).

Balance Sheet Highlights

The investor presentation also disclosed key balance sheet metrics as at March 31, 2026, reflecting meaningful progress on deleveraging and liquidity. Working capital reduced 50% year-on-year, while cash and bank balances (excluding restricted/pledged securities) improved sharply. The key balance sheet metrics are presented below:

Segment Highlights – FY26

The Group operates across three business segments — Digital Assessments (DEX), MarTech, and EdTech. DEXIT Global Limited delivered a strong first full year under the CL Educate umbrella, achieving a complete rollover of key contracts from its earlier NSE Group structure. Marquee clients such as IRDAI renewed long-term engagements with meaningful pricing improvements. The segment-wise performance for FY26 is summarised below:

Digital Assessments (DEX)

DEX achieved 20 contract renewals and rollovers covering all pre-acquisition clients, along with 8 contract extensions. The segment added 20 new accounts, broadening its annuity revenue base. The entire technology backbone for the mySATHI platform was built and rolled out during the year. FY27 priorities for DEX include significant scale enhancement, adoption of new-age technology such as BYOD and AI-driven remote proctoring, deeper inroads into the EdTech ecosystem, and early initiatives for global footprints.

MarTech

The MarTech segment registered 11% revenue growth (net of pass-through), with India business growing 5% to ₹111 crore (69% of segment revenue) and international business growing 20% to ₹50 crore (31% of segment revenue). The segment continued to serve leading global technology and enterprise clients including Dell, Salesforce, AWS, and Google. The international business added new clients such as Moody's, Adobe, and Autodesk, while the India business added Deloitte, PWC, Hilton, and Emirates. EBITDA for the segment stood at ₹13 crore versus ₹14 crore in the prior year. FY27 priorities include re-pivoting the revenue mix toward higher-margin Customer Engagement Platform and technology businesses, pruning lower-margin pass-through business, and accelerating international growth.

EdTech

The EdTech segment reported an 11% decline in revenue to ₹163 crore, with EBITDA at ₹10 crore versus ₹38 crore in the prior year. Enrolments grew 4%, though average realisations were impacted by an evolving market environment and increased adoption of modular, flexible, and digital-first learning formats. FY27 priorities include modularised product offerings, AI technology deployment for customer delivery, continued focus on the EasyApply platform for student-to-university connect, and a structural shift from B2C toward institutionalised business (B2I) for direct access to end customers.

EdCIL Empanelment — Strategic Milestone

Alongside the financial results, CL Educate announced that it has been empanelled by EdCIL (India) Limited, a Mini Ratna Category-I CPSE under the Ministry of Education, Government of India, as a "Partner for Online Degree Programs/Trainings with Recognized Institutes." The empanelment strengthens the company's position in India's Online Program Management (OPM) ecosystem and enables collaboration with universities and higher education institutions for online degree programs and related academic services in alignment with the National Education Policy (NEP) 2020 vision. Industry estimates suggest that nearly 60% of the incremental Gross Enrolment Ratio (GER) expansion could come through online and distance learning models, potentially adding over 2.5 crore students to online higher education over the next 7–8 years, representing an estimated ₹18,000 crore opportunity for the sector.

Board Approvals — Auditor Appointments

Based on the recommendation of the Audit Committee, the Board approved the appointment of M/s. Value Square Advisors Private Limited as Internal Auditor for a period of three months from April 1, 2026 to June 30, 2026, and ASC Consulting Private Limited as Internal Auditor for a period of nine months from July 1, 2026 to March 31, 2027. The Board also approved the appointment of M/s. Sunny Chhabra & Co. (FRN-101544), Cost Accountants, as the Cost Auditors of the Company for Financial Year 2026-27. In accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the share trading window for dealing in the securities of CL Educate Limited was closed with effect from April 1, 2026 and will reopen 48 hours after the declaration of the Audited Financial Results.