5404032026-10-195404032026-10-192026-10-195404032026-10-192026-10-19AmalgamatedEntityDomain15404032026-10-19AmalgamatedEntityDomain1xbrli:purexbrli:shares540403CL Educate LimitedCLEDUCATENOTLISTEDINE201M01029NewAmalgamation/ Mergertrue2026-10-1914:42:002026-10-19DEXIT Global LimitedTransferorMaterial SubsidiaryThe Turnover of DEXIT Global Limited for the Financial Year 2025-26 (Standalone) is INR 223.47 Crores.8968511100008968511100000000falsefalsetrue(i) DEXIT is inter-alia engaged in the business of Application Services, Testing Center of Excellence, Infrastructure Services, Integrated Security Response Center, Analytics as a Service and Digital Examination Services (earlier IT Enabled Services) (e-Assessments and e-Auctions) for BFSI segment. (ii) CL Educate is inter-alia, engaged in providing education and test preparation training programmes which include tuitions to school students and coaching to aspirants for a variety of entrance examinations both at the school and graduate/ post graduate levels.This Scheme shall be in the interest of the shareholders, creditors, employees and other stakeholders of the Amalgamating Company and the Amalgamated Company, as the case may be, and is expected to result in the following, inter-alia, benefits: (i) Consolidation of businesses would help in achieving simplified organizational structure, improve operational and management efficiencies, streamline business operations and decision-making process and enable greater economies of scale; (ii) Lead to the creation of a larger unified entity with a wider and stronger capital and asset base, having greater capacity for conducting its operations more efficiently and competitively; (iii) Consolidation of the businesses carried on by them will unlock significant potential synergies across products, customers and technology excellence by pooling of financial, human, technological, managerial resources and expertise thereby enhancing stakeholders’ value; (iv) Integration of the entities will also enable a more efficient utilization of capital for enhanced development and growth of the consolidated business in one entity; (v) Cost reduction as a result of elimination of duplication of administrative expenses, overheads, compliances etc., and optimum utilization of the resources. OthersSince the entire equity share capital of Dexit Global Limited ("Amalgamating Company") is wholly held by CL Educate Limited ("Holding Company"), there shall be no issue of shares as consideration for the amalgamation of the Amalgamating Company with the Holding Company. Further, there is no cash consideration involved under the Scheme.There will not be any change in the existing shareholding pattern of the Company pursuant to the proposed Scheme.1. The field "Whether the same is done under Arm's length basis" is not applicable in our case and accordingly, we have selected the option “Yes”, as the option “Not Applicable” is not available in the utility. This is on the basis that as in terms of General Circular No. 30/2014 dated July 17, 2014 issued by the Ministry of Corporate Affairs and in terms of Regulation 23(5)(b) of the Listing Regulations, this transaction will be exempt from the applicability of the relevant provisions concerning ‘related party transactions’ and the requirement of arm’s length criteria is not applicable in our case. 2. Further, the field "Whether the promoter/ promoter group/ group companies (including associate/ holding/ subsidiary)/ Director/ KMP/ SMP and its relatives have any interest in the entity” is not applicable in our case and accordingly, we have selected the option “No”, as the option “Not Applicable” is not available in the utility. 3. Further, for the amalgamation of Dexit Global Limited with CL Educate Limited, pursuant to the Scheme, there will be no issue of shares by CL Educate Limited and accordingly, no valuation will be required.