CL Educate Limited has amended its Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) to align with recent regulatory changes. The amendment was approved by the Board of Directors on February 05, 2026, and has been communicated to both BSE and NSE exchanges.

Regulatory Compliance Enhancement

The amended code incorporates recent amendments to the SEBI (Prohibition of Insider Trading) Regulations, 2015, ensuring comprehensive compliance with current regulatory standards. Company Secretary and Compliance Officer Rachna Sharma (ICSI Membership No.: A17780) has formally notified the exchanges about this regulatory update.

Key Framework Components

The updated code establishes comprehensive practices and procedures for fair disclosure of UPSI. The framework includes strict adherence to principles ensuring prompt disclosure of price-sensitive information and uniform dissemination to avoid selective disclosure.

UPSI Categories Covered

The code defines extensive categories of information considered as UPSI, including:

• Periodical financial results and dividend declarations
• Capital structure changes and securities transactions
• Mergers, acquisitions, and major business expansions
• Key managerial personnel changes and rating modifications
• Fund raising initiatives and management control agreements
• Fraud, defaults, and regulatory actions
• Litigation outcomes and guarantee provisions
• License grants, withdrawals, and regulatory approvals

Enhanced Governance Mechanisms

The amended code introduces robust governance structures including designation of the Compliance Officer as Chief Investor Relations Officer for UPSI dissemination. A structured digital database system will maintain records of persons with whom UPSI is shared, incorporating adequate internal controls and audit trails.

Investigation and Compliance Procedures

The code establishes comprehensive procedures for investigating actual or suspected UPSI leaks. An Inquiry Committee comprising the Managing Director, Chief Financial Officer, and Chief Investor Relations Officer will conduct preliminary inquiries and determine appropriate disciplinary actions.

Implementation and Accessibility

The amended code has been uploaded on the company's official website at www.cleducate.com for stakeholder access. The comprehensive framework ensures adherence to legitimate purpose sharing of UPSI while maintaining strict confidentiality obligations through contractual agreements with relevant parties.

CL Educate Limited has received a significant GST demand order of ₹15.46 crores related to its former subsidiary CL Media Private Limited. The order was issued by the Office of the Assistant Commissioner of Central GST, Delhi South, and received by the company on January 5, 2026.

GST Order Details

The demand pertains to CL Media Private Limited, which was a wholly-owned subsidiary of CL Educate before merging into the parent company in March 2022. The GST authorities have raised concerns about alleged excess availment of Input Tax Credit during a four-year period from FY2018-19 to FY2021-22.

Financial Impact and Company Response

According to management commentary, the core tax amount in question is approximately ₹1.40 crores, with the final demand of ₹15.46 crores being magnified due to penalties imposed on both the company and its multiple directors. The period in question coincides with the COVID-19 disruption and early years of GST implementation.

The company has decided to contest the order through the statutory appellate process after conducting an internal review. CL Educate will engage its tax advisors to file an appeal against the GST demand.

Regulatory Compliance and Disclosure

As per SEBI regulations, the company has disclosed this development under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The matter will be treated as a contingent liability in the company's financial statements for the year ending March 31, 2026, should the liability persist.

Management Assurance

The management has assured stakeholders of its commitment to maintaining the highest standards of regulatory compliance, transparency, and responsible governance. The company emphasized that it will handle the matter through appropriate accounting and audit processes while pursuing the appellate route to contest the GST order.

This development affects CL Educate's Student Outreach business, which was previously operated through CL Media Private Limited before the merger in March 2022.