Directors Report of Global Education Ltd.

Mar 31, 2025

The Board of Directors of the Company hereby present the Fourteenth (14^th) Annual Report together with the Audited Financial Statements (Standalone & Consolidated) of the Company for the year 2024-2025 ended 31^st March 2025 ("year under review/ FY 2024-2025").

1. PERFORMANCE REVIEW AND THE STATE OF COMPANY''S AFFAIRS:

The financial performance of the Company for the year 2024-2025 ended on 31st March 2025 is summarized below:

Amount in '' Lacs
Particulars	Standalone		Consolidated
	Current Financial Year 2024-2025	Previous Financial Year 2023-2024	Current Financial Year 2024-2025	Previous Financial Year 2023-2024
Revenue from Operation A. Sale of Traded goods B. Sale of Services	2265.88 4536.95	2148.59 5015.09	2265.81 4962.24	2148.55 5282.54
Other Income	340.75	231.66	313.38	225.64
Total Income	7143.58	7395.35	7541.43	7656.73
Total Expense	3748.35	3266.16	4096.48	3481.93
Profit Before Depreciation, Interest and Tax (PBDIT)	3719.3	4546.93	3803.87	4607.85
Finance Cost	-	-	-	-
Depreciation and amortization expense	324.07	417.73	358.92	433.05
Profit before Exceptional & Extra Ordinary Items &Tax	3395.23	4129.20	3444.95	4174.80
Exceptional Items Net (Loss) / Gain	-	-	-	-
Tax Expense :
Current Tax	866.63	1070.31	893.51	1099.28
Deferred Tax	1.00	(26.00)	(11.04)	(26.95)
Income Tax relating to earlier Year	8.92	40.25	6.18	40.25
Net Profit for the Year after Tax before Share of Profit/(loss) in associate	2518.67	3044.63	2808.67	3370.09
Profit /(Loss) from Associate Company	-	-	252.38	307.82
Net Profit for the Year	2518.67	3044.63	2808.67	3370.09
Other comprehensive income	(1.07)	(0.12)	(1.07)	(0.12)
Total comprehensive income for the period	2517.61	3044.52	2807.60	3369.97
Earnings Per Share:
Basic	4.95	5.98	5.54	6.65
Diluted	4.95	5.98	5.54	6.65

(i) Standalone Financial Highlights

• During the current financial year 2024-2025 ended 31st March 2025, the Company''s total Revenue from operation is Rs. 6802.83 Lacs (Sale of traded goods and Sale of Services) as against of Rs. 7163.69 Lacs (Sale of traded goods and Sale of Services) in the corresponding previous year 2023-2024 ended 31st March 2024.

• Income from other sources is Rs. 340.75 Lacs as against Rs. 231.66 Lacs of the corresponding previous financial year 2023-2024 ended 31st March 2024.

• Total Comprehensive Income for the financial year 2024-2025 ended 31st March 2025 is Rs. 2517.60 Lacs as against Total Comprehensive Income of Rs. 3044.52 Lacs of the corresponding previous financial year 2023-2024 ended 31st March 2024.

• Earnings per share as on 31st March 2025 is Rs. 4.95./- vis a vis Rs. 5.98/- as on 31st March 2024.

ii) Consolidated Financial Highlights

• During the current financial year 2024-2025 ended 31st March 2025, the Company''s total Revenue from operation is Rs. 7228.05 Lacs (Sale of traded goods and Sale of Services) as against of Rs. 7431.09 Lacs (Sale of traded goods and Sale of Services) in the corresponding previous year 2023-2024 ended 31st March 2024.

• Income from other sources is Rs. 313.38Lacs as against Rs. 225.64 Lacs of the corresponding previous financial year 2023-2024 ended 31st March 2024.

• Total Comprehensive Income for the financial year 2024-2025 ended 31st March 2025 is Rs. 2807.60 Lacs as against Total Comprehensive Income of Rs. 3369.97 Lacs of the corresponding previous financial year 2023-2024 ended 31st March 2024.

• Earnings per share as on 31st March 2025 is Rs. 5.54./- vis a vis Rs. 6.65./- as on 31st March 2024.

Operations of the Company and business overview have been discussed in more detail in the Management Discussion and Analysis forming a part of this report.

(b) TRANSFER TO RESERVES (BALANCE SHEET):

As per Standalone financials, the net movement in the reserves of the Company as at 31 March 2025 (FY 2024- 2025) [Previous Year ended 31

March 2024 (FY 2023-2024)] is as follows :-

S. No.	Particulars - Standalone	Financial Year 2024 - 2025	Financial Year 2023 - 2024
Amount in '' Lacs
01	Capital Redemption Reserve	2.50	2.50
02	Securities Premium Reserve	879.70	879.70
03	Surplus in Statement of Profit & Loss	8472.81	6667.83
	Total Reserve & Surplus	9355.00	7550.02

The Members are advised to refer the Note No. 13 as given in the financial statements which forms the part of the Annual Report for detailed information.

(c) RETURNS TO INVESTORS (DIVIDEND):

Your Company continues to be on the path of profitable growth. The Company''s cash flow and financial position continue to be strong. Considering the cash requirement for business growth and debt servicing, the Board believe that a steady dividend payout will best serve the interests of the Company and of the shareholders especially those dependent on regular income. During the Financial Year 2024-2025 under review, the Board of Directors of your Company has at its Meetings held on 22nd October 2024 declared Interim Dividend @ 50% i.e Rs.2.50/-(Rupee Two and Fifty Paise Only) per Equity Share of face value of Rs.5/- each fully paid-up for the current financial year 2024-2025 ended 31st March 2025 which was paid to the members, whose names appeared on the Register of Members of the Company on Monday, 04th November, 2024. The Gross interim dividend payout, was Rs. 509.015 Lakhs.

Your Directors recommended a final dividend @ 25% (Twenty Five Percent) i.e. Rs.0.50/- [Rupees Fifty Paisa Only] per equity share of face value of Rs.2/- (Rupees Two) each to be appropriated from the profits of the year 2024 - 2025, subject to the approval of the shareholders (members) at the ensuing Fourteenth (14th) Annual General Meeting and will be paid to those members whose names appear on the Register of Members on Friday, the 11th July, 2025.

Cumulatively, the company has declared/ recommended a Total Dividend under review comprising of Interim Dividend @ 50% i.e Rs.2.50/-(Rupee Two and Fifty Paise Only) respectively per Equity Share of face value of Rs.5/- each and Final Dividend @ 25% i.e. [Rupees Fifty Paisa Only] per equity share of face value of Rs.2/- (Rupees Two) each (subject to approval of the Members of the Company at the ensuing

Fourteenth (14th) Annual General Meeting ). Our Company has formal dividend distribution policy and the said dividend pay-out is in compliance with the applicable Secretarial Standard -3 (SS-3) on Dividend issued by the Institute of Company Secretaries of India and the Policy is available on the Company''s website www.globaledu.net.in and can be accessed at: https://globaledu.net.in/inves-info/code-policies/dividend-distrib.pdf

(d) OTHER FINANCIAL DISCLOSURES :

(i) SEGMENT WISE PERFORMANCE

Your company has identified two reportable business segment viz. &"Educational Training and Development Activities and " Educational Business Support Activities". There are no other primary reportable segments. The major and material activities of the company are restricted to only one geographical segment i.e. India, hence the secondary segment disclosures are also not applicable.

? EDUCATIONAL TRAINING AND DEVELOPMENT ACTIVITIES: The Company achieved Gross Value Services of Rs.3601.51 Lacs during the financial year, compared to Rs. 5203.75 Lacs in the preceding financial year on standalone basis. This segment reported a decrease in the performance during the year under review.

? BUSINESS SUPPORT ACTIVITIES : The Company achieved Gross Value of Trading and Support activities comprised of Rs. 3201.32 Lacs during the financial year, compared to Rs.1959.93 Lacs in the preceding financial year on standalone basis. The Performance of Products segment demonstrated a 63.34% increase in FY 2024-25.

The CFO appraised that the Company has developed an extensive network of domestic clientele and undertaken meticulous efforts to position its products into right geographies, cater to high value end-users and elevate operational efficiencies.

(ii) CHANGE IN STATUS OF THE COMPANY:-

During the financial year 2024-2025 under review, there was no change in the Status of the Company and the Company''s status continued to be - Global Education Limited (Category - Listed Public Limited Company, Limited by Shares and Sub- Category - Indian Non-Government Company) bearing the Corporate Identification Number - (CIN) -L80301MH2011PLC219291.

(iii) DETAILS OF ANY CHANGE IN FINANCIAL YEAR

During the financial year 2024-2025 under review, the company has followed uniform financial year ; from 1st April of every year to 31st March of the next year.

(iv) CAPITAL EXPENDITURE ON TANGIBLE ASSETS :

During the year under review, your Company entailed a capital expenditure of around Rs. 570.08 Lakhs towards expansion in Supply of Infrastructure & Other services segments, to enhance the capacities of major services and also towards increasing operational efficiencies.

(v) DETAILS AND STATUS OF ANY NEW ACQUISITION, MERGER, EXPANSION, MODERNIZATION AND DIVERSIFICATION:

During the financial year 2024-2025 under review, the Company has acquired "Rishiraj Infravision Private Limited" (CIN: U68100MH2024PTC434251) an Associate of the Company (under section 2(6) of the Companies Act, 2013) with effect from 29th day of November, 2024.

(vi) NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF:

During the financial year 2024-2025 under review, the Board of Directors, though exploring addition to existing business and commercial activities, had neither been explored any change in nature of business and commercial activities for the Company nor there is a change in nature of business and commercial activities of the Company. As such, no specific details regarding change in nature of business activities are required to be given or provided.

(vii) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the financial year 2024-2025 under review, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which this financial statements relate and date of this report. As such, no specific details are required to be given or provided.

(viii) DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE BOARD''S REPORT

There is no occasion whereby the Company has either revised or required to revise the Financial Statements or the Board''s Report of the Company for any period prior to the FY 2024-2025 ended 31st March 2025. As such, no specific details are required to be given or provided.

2. CHANGES IN SHARE CAPITAL AND DEBT STRUCTURE:

During the financial year 2024-2025 under review, the Company has made changes in the capital structure of the Company. The members of the Company in their Extra-Ordinary General Meeting held on 19th November 2024, approved the Sub-division of Share Capital of the Company, accordingly, the Share Capital of the Company, was sub-divided into One [01] Equity Share of face value of Rs.5/- (Five) each fully paid up into Two [02] Equity Shares of face value of Rs.2/- (Two) each fully paid up. The revised capital Structure of the Company is as follows:-.

Particulars	Current Financial Year 2024-2025	Previous Financial Year 2023-2024
	Amount in Rs.
Authorised Share Capital
FY [2024 - 2025] 5,97,50,000 Equity Shares of face value of Rs. 2/- (Rupees Two) each	11,95,00,000	11,95,00,000
FY [2023 - 2024] 2,39,00,000 Equity Shares of face value of Rs. 5/- (Rupees Five) each
5,00,000 Preference Shares of Rs.1/- (Rupees One) each	5,00,000	5,00,000
Total	12,00,00,000	12,00,00,000
Issued, Subscribed and Paid-Up Share Capital	10,18,03,000	10,18,03,000
FY [2024 - 2025] 5,09,01,500 Equity Shares of face value of Rs. 2/- (Rupees Two) each
FY [2023 - 2024] 2,03,60,600 Equity Shares of face value of Rs. 5/- (Rupees Five) each

A) CHANGES IN SHARE CAPITAL STRUCTURE :i) DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is included in the report.

ii) DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence the provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.

iii) DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company does not have any Employees Stock Option Scheme and hence the provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.

iv) DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014

v) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL :

During the financial year 2024-2025 under review, the issued, subscribed and paid-up Capital of the Company stood at Rs. 10,18,03,000/- (Rupees Ten Crore Eighteen Lakh Three Thousand only) divided into 5,09,01,500 Equity Shares of face value of Rs.2/- each as on 31st March 2025.

B) CHANGES IN DEBT STRUCTURE:i) DEBENTURES/BONDS /WARRANTS OR ANY NON-CONVERTIBLE SECURITIES:

During the year under review, the Company has not issued any debentures, bonds, warrants or any non-convertible securities. As on date, the Company does not have any outstanding debentures, bonds warrants or any non-convertible securities.

3. CREDIT RATING :

During the financial year 2024-2025 under review the Company has not taken or issued any unsupported bank borrowings or plain vanilla bonds or any debt instruments and neither has obtained any credit rating from credit rating agencies. As such, no specific details are required to be given or provided.

4. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to Sections 123 and 125 of Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (''the Rules''); the relevant amounts which have remained unclaimed and unpaid for a period of seven (7) years from the date they became due for payment has to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government.

During the year under review, there was no amount liable or due to be transferred to Investor Education and Protection Fund during the financial year 2024-2025 ended 31st March 2025.

5. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There has been no change in relation to the Executive Directors and Key Managerial Personnel during the year.

In pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 (as amended), and other applicable provisions and rules of the Companies Act, 2013, the designated Key Managerial Personnel of the Company as on date are as follows:

1) Mr. Aditya Bhandari : Whole Time Director

2) Mr. Hemant Kumar Daga : Chief Financial Officer

3) Ms. Preeti Pacheriwala : Company Secretary & Compliance Officer

♦ CHANGES AMONGST THE INDEPENDENT DIRECTORS :-

1. The Board of Directors at its Meeting held on 20th May 2024 on the recommendation of the Nomination and Remuneration Committee (NRC) of the Board has appointed Ms. Chithra Variath Ranjith [DIN: 03222013] as an Additional Director [Category -Non-executive, Independent] of the Company with effect from 20th May 2024 to hold the office till the conclusion of Thirteenth [13th] Annual General Meeting of the Company. In the opinion of the Board the above, Independent Director appointed during the period under review is a person of integrity with due expertise and experience and have cleared the proficiency test.

2. The Members of the Company, on the recommendation of the Nomination and Remuneration Committee (NRC) and the Board of Directors, at their Thirteenth [13th] Annual General Meeting held on 05th July 2025 have appointed Ms. Chithra Variath Ranjith [DIN: 03222013] as a Director (Category- Non-executive, Independent) of the Company, for a fixed first term of consecutive two (2) years i.e.from 20th May 2024 up to 19th May, 2026. In the opinion of the Board the above, Independent Director appointed during the period under review is person of integrity with due expertise and experience and have cleared the proficiency test.

3. Noting the Resignation of Ms. Surekha Mulraj Thacker [DIN: 09253043] Director (Category : Non - Executive, Independent) vide resignation letter dated June 25, 2024, has tendered her resignation , from the close of working hours on June 25, 2024 citing on account of her advancing age and health related issues. Consequently, she also ceased to be a Member of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee of the Company. Further she has also stated in her resignation letter that there were no other material reason(s) for her resignation other than stated above. The Board placed on record its appreciation towards valuable contribution made by Ms. Surekha Mulraj Thacker during her tenure as Director of the Company.

4. Re-appointment of Mr. Rajan Madhaorao Welukar [DIN: 00066062], as a Director [Category - Non-executive, Independent] of the Company not liable to retire by rotation, for a fixed second term of consecutive Five (05) years, i.e, from 28th April 2025 upto 27th April 2030. "as an Independent Director of the Company.

♦ DIRECTOR - RETIREMENT BY ROTATION :

Pursuant to the provisions of Section 152 of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), Mr. Gururaj Karajagi (DIN: 01330419),, Director (Category: Non-Executive) retires by rotation and being eligible, offers himself for re-appointment. The Board of Directors of the Company recommends the appointment of Mr. Gururaj Karajagi (DIN: 01330419), Director (Category: Non-Executive) to the Members for their consideration at the Fourteenth (14th) Annual General Meeting in the interest of the Company.

♦ DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013 AND SEBI LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 FROM THE INDEPENDENT DIRECTORS:

The Company has received the self-declaration/s from all the Independent Director/s of the Company, to the effect that he / she (i) meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) [“Listing Regulations"] and also, duly complied with Code of Conduct prescribed in Schedule IV to the Act.

The Company has received the self-declaration/s from all the Director/s and Senior Management Personnel of the Company, as to the due compliance of Company''s Code of Conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner. Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

♦ DISQUALIFICATIONS OF DIRECTORS:

During the financial year 2024-2025 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014. The Board noted the same and further the company has obtained a certificate from CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054 & Certificate of Practice No. 12917, Peer Review Certificate No. 1838/2022), that none of the Directors of your Company is disqualified; to hold office as director disqualified as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in

terms of SEBI''s Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject “ Enforcement of SEBI orders regarding appointment of Directors by Listed Companies".

The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

♦ MEETINGS OF BOARD OF DIRECTORS:

During the financial year 2024-2025, the Board of Directors met Seven (07) times on (1) 20th May 2024 (2) 02nd August, 2024 (3) 10th August, 2024 (4) 22nd October, 2024 (5) 20th November 2024 (6) 28th January 2025 and (7) 22nd February, 2025 . (The interval between the two meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013 and Regulation 17 - of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of which are given in the Corporate Governance Report.

♦ COMMITTEE OF THE BOARD OF DIRECTORS:

As on March 31,2025, the Board has constituted the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee and the Stakeholders'' Relationship Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report which forms part of this Annual Report In addition, the Board constitutes other committees to perform specific roles and responsibilities as may be specified by the Board from time to time.

♦ RECOMMENDATIONS OF AUDIT COMMITTEE :

There is no occasion wherein the Board of Directors of the Company has not accepted any recommendation/s of the Audit Committee of the Company during the FY 2024-2025 ended 31st March 2025. As such, no specific details are required to be given or provided.

♦ NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY :

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates and a policy in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The detailed Nomination & Remuneration Policy is stated in the Corporate Governance Report and has been posted on the website of the Company at the following web link https://globaledu.net.in/inves-info/code-policies/nomination-remuneration.pdf

♦ BOARD EVALUATION :

In pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, the Board of Directors of the Company is committed to get its performance evaluated in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established the process for evaluation of performance of Directors including Independent Directors, the Board and its Committees. The evaluation of performance of Executive Directors is done by Independent Directors. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria and process for performance evaluation of the Non-Executive Directors and Executive Directors through structured questionnaire to judge the knowledge to perform the role, time and level of participation, performance of duties, professional conduct, independence etc. The appointment/re-appointment / continuation of Directors on the Board shall be based on the outcome of evaluation process.

The Securities and Exchange Board of India (SEBI) vide circular SEBI/HO/CFD/CMD/CIR/2017/004 dated 5th January, 2017, issued a Guidance Note on Board Evaluation about various aspects involved in the Board Evaluation process to benefit all stakeholders. While evaluating the performance the above guidance note was considered. During the year under review as per the policy for the performance evaluation, formal evaluation of performance of Directors including Independent Directors, the Board and its Committees was made by the Independent Directors and the Nomination and Remuneration Committee in their respective meetings and an executive summary of findings and several key recommendations from the evaluation process was placed before the Board for its information and consideration. Inputs were received from the Directors, covering various aspects of the Board''s functioning, such as the adequacy of the composition of the Board and its Committees, its effectiveness, ethics and compliances, the evaluation of the Company''s performance, and internal control and audits . The Director/s were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committee/s with the Company.

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of the Whole Time Director to the median remuneration of the employees of the Company for the financial year 2024-2025:

Name of the Director	Designation	#Ratio to Median Remuneration
Mr. Aditya Bhandari	Whole Time Director	11.46:1

b.	The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary in the financial year 2024-2025:
	Name of the Directors & KMPs other than Directors	Designation	Annual [%] Increase in remuneration in the financial year 2024- 2025
	Mr. Hemant Daga	Chief Financial Officer (CFO)	9.27%
	Mr. Aditya Bhandari	Whole Time Director	5.45%
	Ms. Preeti Pacheriwala	Company Secretary & Compliance Officer	6.35%

c) The percentage increase in the median remuneration of employees including Whole Time Director in the Financial Year 2024-25 ended 31 March, 2025 is 11.94%. & percentage increase in the median remuneration of employees excluding Whole Time Director is 11.27% .

d) The number of permanent employees on the rolls of Company as on 31 March, 2025: 258

e) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

• The average percentage increase in the salary of the Company''s employee excluding Managerial Personnel was 21.00%. The percentage increase in salary of Managerial personnel during the period was 6.06%.

• Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Particulars	Amount in '' Lacs
Aggregate remuneration of key managerial personnel (KMP) in FY 2024-2025	62.13 Lacs
Total Revenue (? in Rupees)	7143.58 Lacs
Remuneration of KMPs (as % of revenue)	0.87%
Profit before Tax (PBT) ('' in Rupees)	3395.23 Lacs
Remuneration of KMP (as % of PBT)	1.83%

g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year anc previous financial year:
Particulars	31st March 2025
Market Capitalization	21256.47 Lakhs
Price Earnings Ratio	8.44

The closing price of the Company''s equity shares on NSE Exchange Platform as on 31st March 2025 was Rs.41.76/-.

h. The key parameters for any variable component of remuneration availed by the directors:

Not Applicable as no variable component of remuneration availed by the directors.

j. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

k. Affirmation that the remuneration is as per the remuneration policy of the Company:

Remuneration paid to Director/s, Key Managerial Personnel and Employees of the Company is as per the remuneration policy of the Company.

l. Information as per Section 197 of the Companies Act, 2013 (“the Act") and Rule 5(2) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules, 2014 (as amended), forms part of this report. However, in terms of Section 136(1) of the Act, the Report and Financial Statements are being sent to all the shareholders and others entitled to receive the same, excluding the statement of particulars of employees. The statement is available for inspection by the members through electronic mode upto the date of the ensuing Fourteenth (14th) Annual General Meeting. If any member interested in obtaining a copy thereof, such member may write to the Company Secretary at the registered office of the Company.

None of the employee is a relative of any director of the Company. None of the employee holds (by himself or along with his spouse and dependent children) more than two percent of the Equity shares of the Company.

♦ REMUNERATION RECEIVED BY MANAGING/WHOLE TIME DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Company does not have any holding Company with in the meaning of Section 2(46) of the Companies Act 2013, therefore the disclosure under the provisions of Section 197(14) of the Companies Act 2013 read with the rules made there under, towards payment of any commission or remuneration from holding company is not applicable. During the year under review, none of the Directors received any remuneration from the Subsidiary Company.

♦ DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that :

(a) That in the preparation of the Annual Accounts (Financial Statements) for the year under review, all applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that financial year;

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the Directors had prepared the Annual Accounts (Financial Statements) on going concern basis;

(e) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and.

(f) That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and regulations and that such systems were adequate and operating effectively.

♦ INTERNAL AUDITORS AND INTERNAL CONTROL SYSTEM & ITS ADEQUACY:

The Company has appointed Internal Auditors to check and have an effective internal control and risk-mitigation system, which are assessed and strengthened with standard operating procedures. The Company''s internal control system is commensurate with its size, scale and modalities of operation. The main trust of the audit is to test and review controls, appraisal of risk and business process. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of the internal control system and suggests improvement to strengthen the same. The Company has strong Management Information System, being an integral part of control mechanism. The Audit Committee, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays an important role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee. Proper steps have been taken to ensure and maintain objectivity and independence of Internal Audit. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors.

♦ INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal control systems and procedures commensurate with the size and nature of business. These procedures are designed to ensure:-

(a) that all assets and resources are used efficiently and are adequately protected;

(b) that all the internal policies and statutory guidelines are complied with; and

(c) the accuracy and timing of financial reports and management information is maintained

♦ REPORTING OF FRAUDS BY AUDITORS:

During the FY 2024-2025 ended 31st March 2025 under review:-

(a) there is no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended);

(b) the observations made by the Statutory Auditors on the financial statements including the affairs of the Company are selfexplanatory and do not contain any qualification, reservation, adverse remarks or disclaimer thereof.

As such, no specific information, details or explanations required to be given or provided by the Board of Directors of the Company

6. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES :A) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year under review, the Company has Four (04) Subsidiaries and Two (02) Associate Company as on March 31,2025. The Company does not have any Joint Venture with any company. The details of subsidiaries and Associate are given below:-

(i) Global BIFS Academy Private Limited:-

Global BIFS Academy Private Limited (CIN: U80902MH2022PTC394328); is a Private Limited Company incorporated on 29th

November, 2022 with an Authorized Share Capital : Rs. 25 Lakh comprising of 250,000 Equity Shares of Rs.10/- each and Issued, Subscribed and Paid-up Share Capital of 250,000 Equity Shares of Rs.10/- each aggregating to Rs. 25,00,000/-(Rupees Twenty Five Lakhs) Only. The main object of the Company is to run specialized courses, impart knowledge & skill development in core banking, finance, economics, insurance, other financial services & Manpower Placement and related services as per the Companies Act, 2013. The parent Company(Global Education Limited) Acquired 10,000 (Ten Thousand) equity shares / Percentage of Control i.e. [10%] of Global BIFS Academy Private Limited [existing subsidiary of the Parent Company (under section 2(86) of the Companies Act, 2013) , which post acquisition, entitled Global Education Limited to exercise a control of 100% on Global BIFS Academy Private Limited .

The Parent Company has 100% equity stake in Global BIFS Academy Private Limited (CIN: U80902MH2022PTC394328) and Global Bifs Academy Private Limited has thus become a Wholly Owned subsidiary of the Company (under section 2(87) of the Companies Act, 2013) with effect from June, 11th , 2024. The Company has formulated the Material Subsidiary policy and the same is uploaded on the website of the Company www.globaledu.net.in.

• During the current financial year 2024-2025 ended 31st March 2025, the Total Revenue from operation is Rs. 142.28Lakhs as against of Rs. 50.49 Lacs in the corresponding previous year 2023-2024 ended 31st March 2024.

• The Deficit after tax for the financial year 2024-2025 ended 31st March 2025 is Rs. (14.82) Lacs as against Deficit of Rs. (36.37) Lacs of the corresponding previous financial year 2023-2024 ended 31st March 2024.

• Earnings per share as on 31st March 2025 is Rs. (5.93./-) vis a vis Rs. (14.55/-) as on 31st March 2024.

(ii) Yoco Stays Private Limited:-

Yoco Stays Private Limited (CIN: U55209MH2022PTC395941); is a Private Limited Company incorporated on 26th December, 2022 with an Authorized Share Capital : Rs. 25 Lakh comprising of 250,000 Equity Shares of Rs.10/- each and Issued, Subscribed and Paid-up Share Capital of 250,000 Equity Shares of Rs.10/- each aggregating to Rs. 25,00,000/-(Rupees Twenty Five Lakhs) Only. The main object of the Company is managing hostel accommodations, residences and Service apartments to individuals, corporates and Firms in India including provision of rental accommodation along with fixtures and electronic appliances and/or provision of other accommodation related amenities and related services as per the Companies Act, 2013.

The Company has 100% equity stake in Yoco Stays Private Limited (CIN: U55209MH2022PTC395941) and Yoco Stays Private Limited has thus become a Wholly owned subsidiary of the Company (under section 2(87) of the Companies Act, 2013) with effect from 26th December, 2022. The Company has formulated the Material Subsidiary policy and the same is uploaded on the website of the Company www.globaledu.net.in.

• During the current financial year 2024-2025 ended 31st March 2024, the Total Revenue from operation is Rs. 119.14Lakhs as against of Rs. 85.12 Lacs in the corresponding previous year 2023-2024 ended 31st March 2024.

• The Surplus after tax for the financial year 2024-2025 ended 31st March 2025 is Rs. 58.48 Lacs as against Surplus of Rs. 28.24 Lacs of the corresponding previous financial year 2023-2024 ended 31st March 2024.

• Earnings per share as on 31st March 2025 is Rs. 23.39 vis a vis Rs. 11.29 as on 31st March 2024.

(iii) Global Sports Academy Private Limited:-

Global Sports Academy Private Limited (CIN: U85410MH2023PTC402961); is a Private Limited Company incorporated on 16th May 2023 with an Authorized Share Capital : Rs. 2.5 Crore comprising of 25,00,000 Equity Shares of Rs.10/- each and Issued, Subscribed and Paid-up Share Capital of 23,81,400 Equity Shares of Rs.10/- each aggregating to Rs. 2,38,14,000/-(Rupees Two Crore Thirty Eight Lakhs Fourteen Thousand Only). The main object of the Company is for providing sports education and engage trainers, teachers for the development of all sports and games and such other activities as permitted and in compliance of the Companies Act, 2013. The Company has 100% equity stake in Global Sports Academy Private Limited (CIN: U85410MH2023PTC402961) and Global Sports Academy Private Limited has thus become a Wholly owned subsidiary of the Company (under section 2(87) of the Companies Act, 2013) with effect from 16th May 2023. The Company has formulated the Material Subsidiary policy and the same is uploaded on the website of the Company www.globaledu.net.in.

• During the current financial year 2024-2025 ended 31st March 2024, the Total Revenue from operation is Rs. 153.83 Lakhs as against of Rs. 142.73 Lacs in the corresponding previous year 2023-2024 ended 31st March 2024.

• The Surplus after tax for the financial year 2024-2025 ended 31st March 2025 is Rs. 17.62 Lacs as against Surplus of Rs. 46.57 Lacs of the corresponding previous financial year 2023-2024 ended 31st March 2024.

• Earnings per share as on 31st March 2025 is Rs. 0.74 vis a vis Rs. 1.96 as on 31st March 2024.

(iv) OwnPrep Private Limited:-

OwnPrep Private Limited (CIN: U80903MH2022PTC384847); is a Private Limited Company incorporated on 18th June 2022 with an Authorized Share Capital : Rs. 1.1 Crore comprising of 11,00,000 Equity Shares of Rs.10/- each and Issued, Subscribed and Paid-up Share Capital of 10,000 Equity Shares of Rs.10/- each aggregating to Rs. 1,00,000/-(Rupees One Lakhs Only). The main object of the Company is for providing of developing and maintaining online web portal or directory for providing details, information, solutions

and services related to Education field, Web based and Web enabled services and applications and such other activities as permitted and in compliance of the Companies Act, 2013.

The Company has 51% equity stake in OwnPrep Private Limited (CIN: U80903MH2022PTC384847) and Own Prep Private Limited has thus become a Subsidiary of the Company (under section 2(86) of the Companies Act, 2013) with effect from 16th October 2023. The Company has formulated the Material Subsidiary policy and the same is uploaded on the website of the Company www.globaledu.net.in.

• During the current financial year 2024-2025 ended 31st March 2025, the Total Revenue from operation and other Income is Rs. 19.21 Lakhs as against of Rs. 10.61 Lacs in the corresponding previous year 2023-2024 ended 31st March 2024.

• The Deficit after tax for the financial year 2024-2025 ended 31st March 2025 is Rs. (21.74) Lacs as against Deficit of Rs. (20.13) Lacs of the corresponding previous financial year 2023-2024 ended 31st March 2024.

• Earnings per share as on 31st March 2025 is Rs. (217.43)./- vis a vis Rs. (201.30)/- as on 31st March 2024.

(v) Yola Stays Limited [Formerly Rishiraj Enterprises Private Limited]:-

“Yola Stays Limited" (CIN: U70102MH2009PLC194519); a Public Limited Company incorporated on 31st July 2009 with an Authorized Share Capital : Rs. 11 Crores comprising of 2,20,00,000 Equity Shares of Rs.5/- each and Issued, Subscribed and Paid-up Share Capital of 85,00,000 Equity Shares of Rs.5/- each. aggregating to Rs. 4,25,00,000 /-(Rupees Four Crores Twenty Five Lakhs) Only. The main object of the Company is to construct, develop, operate, design buildings, residential blocks, student housing properties and other properties in India including making available of facility management and allied services as per the Companies Act, 2013.. The Company has 28.23% equity stake in Yola Stays Limited" (CIN: U70102MH2009PLC194519); and Yola Stays Limited has thus become an Associate of the Company (under section 2(6) of the Companies Act, 2013) with effect from 31st March, 2023.

• During the current financial year 2024-2025 ended 31st March 2025, the Associate Company''s Total Revenue from operation is Rs. 865.42 Lakhs as against of Rs. 2205.49 Lacs in the corresponding previous year 2023-2024 ended 31st March 2024.

• The Profit after tax for the financial year 2024-2025 ended 31st March 2025 is Rs. 169.53 Lacs as against Profit of Rs. 912.14 Lacs of the corresponding previous financial year 2023-2024 ended 31st March 2024.

• Total Comprehensive Income for the financial year 2024-2025 ended 31st March 2025 is Rs. 900.41 Lacs as against Total Comprehensive Income of Rs. 1090.56 Lacs of the corresponding previous financial year 2023-2024 ended 31st March 2024.

• Earnings per share as on 31st March 2025 is Rs. 1.99 vis a vis Rs. 10.73 as on 31st March 2024.

(vi) Rishiraj Infravision Private Limited:-

“Rishiraj Infravision Private Limited" (CIN: U68100MH2024PTC434251); is a Private Limited Company incorporated on 29th October, 2024 with an Authorized Share Capital: Rs. 100,000/- divided as (1,00,000 )Equity Shares of Re. 1/- each and Issued, Subscribed and Paid-up Share Capital of Rs. 100,000/- divided as (1,00,000) Equity Shares of Re. 1/- each. The main object of the Company is to buy, sell, trade and negotiate on any land, plot(s) of land or any immovable property of any kind and any interest therein including freehold and leasehold, and other properties whether belonging or not belonging to the Company as per the Companies Act, 2013 The Company has 28.23% equity stake in Rishiraj Infravision Private Limited" (CIN: U68100MH2024PTC434251); and Rishiraj Infravision Private Limited has thus become an Associate of the Company (under section 2(6) of the Companies Act, 2013) with effect from 29th day of November, 2024;.

• During the current financial year 2024-2025 ended 31st March 2025, the Associate Company''s Total Revenue from operation is Nil. .

• The Deficit after tax for the financial year 2024-2025 ended 31st March 2025 is (Rs. 6.40 Lacs)

• Earnings per share as on 31st March 2025 is (Rs.15.18)

B) COMPANIES WHICH HAVE CEASED TO BE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

During the financial year 2024-2025 under review none of the Companies has ceased to be subsidiaries, associates and joint ventures. During the financial year 2024-2025 ended 31 March 2025, the Company does not have any material listed and unlisted Subsidiary Company(ies) as defined in Regulation 16(1)© of the Listing Regulations. However the Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy has been uploaded on the Company''s website at https://globaledu.net.in/inves-info/code-policies/material-subsidiaries-SEBI-LODR.pdf.

C) AUDITED FINANCIAL STATEMENTS OF THE COMPANY''S ASSOCIATE & SUBSIDIARY:

The Board of Directors of your Company at its meeting held on 16th May 2025, approved the Audited Consolidated Financial Statements for the FY 2024 - 2025 which includes financial information of its Associate & Subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the FY 2024-2025, have been prepared in compliance with applicable Indian Accounting Standards and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 requirement. A report on the performance and financial position of Associate and Subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1, which forms

part and parcel of the Annual Report.

The Financial Statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (''AGM'') as required under Section 136 of the Companies Act, 2013.

7. PUBLIC DEPOSITS:

During the Financial Year 2024-2025 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies act 2013 read with Companies (Acceptance of Deposit) Rules, 2014. As such, no specific details prescribed in Rule 8(1) of the Companies (Accounts) Rules, 2014 (As amended) are required to be given or provided.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT, 2013:

During the financial year 2024-2025 under review, the Company has not given and/or extended any Loans to, Investments in, other bodies corporate nor given and/or extended guarantees/comfort letter or provided securities to other bodies corporate/s or persons directly or indirectly to Promoter/Promoter Group/Directors/KMP''s (including relatives) or any other entity controlled by them.

The particulars of Loans, Guarantees or investments given or made by the Company under Section 186 of the Act, are disclosed in the Notes to the Financial Statements of the Company for the Financial Year 2024-25.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

The details of contracts or arrangements or transactions at arm''s length basis for the Financial Year 2024-25 in the prescribed Form No. AOC - 2 pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 (as amended) are given in the “Annexure -A", which forms part and parcel of the Board''s Report. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

The Company in terms of Regulation 23 of the Listing Regulations shall submit on the date of declaration of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. Your Company''s Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Company''s website i.e https://globaledu.net.in/inves-info/code-policies/materiality-party-trans-dealing-SEBI-LODR.pdf.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility has come of age as an anchor for businesses in the country recently. No business is successful or viable if it does not contribute positively to the society or stakeholders at large. The education sector in the country provides ample opportunity to make contributions to upliftment of the society. Problems continue to plague the education sector - the country will face a serious shortage of a skilled and smart workforce. CSR activities undertaken around education need to and have evolved to become imperative in changing the face of education.

At Global Education we make a conscious effort to create a positive impact on the livelihoods we touch - be it through our business or non-business activities. We are engaged in distinguished corporate Social Responsibility program having potential to create stronger relationships with society and which is focused in contributing to the upliftment of the underprivileged sections of the societies. Our CSR arm works towards a common vision of supporting the needy persons.

During the financial year (2024-2025) we have contributed Rs. 57,60,000/- (Rupees Fifty Seven Lakhs Sixty Thousand Only) towards Corporate Responsibility (CSR) and the budget for CSR to be spent is in line with the provisions under the Companies Act, 2013 and the allocated budget has been approved by the CSR committee. The CSR Policy is available on the Company''s website: www.globaledu.net.in. The detailed Annual report on Corporate Social Responsibility forms as a part of the Board Report as “Annexure-B". The Board of Directors has formed a committee on CSR in accordance with Companies Act, 2013. The terms of reference of the Corporate Social Responsibility Committee, number and dates of meetings held, composition and attendance of the Directors during the financial year ended 31st March, 2025 are given separately in the Corporate Governance Report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in the ''Annexure - C'' attached to this report, which forms an integral part of this report

12. RISK MANAGEMENT:

Your Company has long been following the principle of risk minimization as is the norm in every industry. The Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this plan is to ensure sustainable business growth with stability and to promote a proactive approach in

reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the plan establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk and legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

13. VIGIL MECHANISM / WHISTLE BLOWER MECHANISM:

In pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns about unethical behavior, suspected fraud or violation of the Company''s code of conduct. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairman of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. This Whistle Blower Policy is applicable to all the Directors, employees, vendors and customers of the Company and it is also posted on the Website of the Company.

The detailed disclosure of the Vigil Mechanism policy are made available on the Company''s website https://globaledu.net.in/inves-info/code-policies/whistleblower.pdf and have also been provided in the Corporate Governance Report forming part of this Report.

14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

During the financial year 2024-2025 under review, no significant and material orders is passed by any of the Regulators / Courts / Tribunals/Statutory and Quasi-Judicial body which would impact the going concern status of the Company and its future operations.

15. AUDITORS AND THEIR REPORT:i. STATUTORY AUDITORS AND THEIR REPORT:

The Shareholders (Members) of the Company, as recommended by the Board of Directors, based on the approval and recommendation of the Audit Committee of the Company, has approved, the appointment of M/s Patel Shah & Joshi., Chartered Accountants, Mumbai [ICAI Firm Registration No. 107768W] , as the Statutory Auditors of the Company to hold till the conclusion of the Fourteenth (14th) Annual General Meeting to be held for the Financial Year 2024-2025. The first term of the appointment of the current Statutory Auditor - M/s Patel Shah & Joshi., Chartered Accountants Mumbai (ICAI Firm Registration No. 107768W) expires at the conclusion of this Fourteenth (14th) Annual General Meeting of the Company.

M/s. Patel Shah & Joshi., (Chartered Accountants, Mumbai [ICAI Firm Registration No. 107768W], Statutory Auditors have confirmed that the re-appointment if made; would be within the limits specified under Section 141(3)(g) of the Act and it is not disqualified to be re-appointed as statutory auditor in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014 and regulations made there under.

The Board of Directors of the Company has based on the recommendation of the Audit Committee at its meeting held on 16th May 2025 has approved the re-appointment of M/s Patel Shah & Joshi., Chartered Accountants Mumbai (ICAI Firm Registration No. 107768W) as the Statutory Auditors of the Company for a second term of Five (05) Years to hold the office of the Statutory Auditors of the Company for the financial year 2025-2026 to 2029-2030, and recommended the same for further approval of the Members of the Company. The total fees paid by the Company, to the Statutory Auditors during the Financial Year 2024-25 is set out in Note No. 29 of the Standalone Financial Statements, forming part of the Annual Report.

ii. SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054 & Certificate of Practice No. 12917), to conduct Secretarial Audit for the financial year 2024-2025. The Secretarial Audit Report in Form MR-3 confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances and is attached herewith as an “Annexure - D" and forms part and parcel of the Board''s Report.

Pursuant to the Regulation 24A & other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations") read with provisions of Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions of the Companies Act, 2013, if any (“the Act"), the Board of Directors of the Company (“the Board") at their meeting held on 16th May 2025, considering the experience and expertise and on the recommendation of the Audit Committee, has recommended for the

approval of the Members of the Company, appointment of CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054 & Certificate of Practice No. 12917 & Peer Review Certificate No. 1838/2022), as the Secretarial Auditor of the Company, for a period of Five (5) consecutive years from commencing from Financial Year 2025-26 till Financial Year 2029-30 at such remuneration as shall be fixed by the Board of the Company.

CS. Riddhita Agrawal, has consented to her appointment and confirmed that her appointment, if made, would be within the limits specified by the Institute of Companies Secretaries of India. She have further confirmed that she is not disqualified to be appointed as Secretarial Auditors in term of provisions of the Companies Act, 2013, the Companies Secretaries Act, 1980 and Rules and Regulations made thereunder and the SEBI Listing Regulations read with SEBI Circular dated December 31,2024.

iii. COST AUDIT:

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable for the business activities carried out by the Company.

iv. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has approved and appointed C. R. Sagdeo & Co.; Chartered Accountants, Nagpur (ICAI Firm Registration No. 108959W), as the Internal Auditors of the Company, for the financial year 2025-2026 ending 31st March 2026.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, from time to time, during the financial year 2024-2025 ended 31st March 2025, to the Audit Committee and Board of Directors of the Company, and do not contain any adverse remarks and qualifications, is self-explanatory and do not call for any further explanation/s by the Company.

v. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

(a) Statutory Auditor''s report :

The Auditor''s Report submitted by M/s Patel Shah & Joshi., Chartered Accountants, Mumbai [ICAI Firm Registration No. 107768W], the Statutory Auditors of the Company to the shareholders for the financial year 2024-2025 ended 31st March, 2025 does not contain any reservation, qualification, or adverse remark. The observations made by the Statutory Auditors in their report are self-explanatory & have also been further amplified in the Notes to the Account and as such do not call for any explanations.

(b) Secretarial Auditor''s Report:

The Secretarial Audit Report submitted by CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054 & Certificate of Practice No. 12917 & Peer Review Certificate No. 1838/2022), the Secretarial Auditors of the Company to the Shareholders (Members) for the financial year 2024-2025 ended 31st March, 2025 does not contain any reservation, qualification, or adverse remark. The observations made by the Secretarial Auditors in their report are self-explanatory and have also been further amplified in the Notes to the Account and as such do not call for any explanations.

16. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard-1 (''SS-1'') on Meetings of the Board of Directors and Secretarial Standard -2 (''SS-2'') on General Meetings, during the financial year 2024-2025 ended 31st March 2025.

Further, the Company has, to the extent, voluntarily adopted for the compliance of Secretarial Standard-4 (''SS-4'') on Report of the Board of Directors for the financial year 2024-2025 ended 31st March 2025.

17. REPORTING OF ANY PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the financial year 2024-2025 ended 31st March 2025 under review, no such event occurred by which Corporate Insolvency Resolution Process can be initiated under the Insolvency And Bankruptcy Code, 2016 (IBC) before National Company Lay Tribunal. As such, no specific details are required to be given or provided.

18. DETAILS OF ANY FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the financial year 2024-2025 under review, the Company has not failed to implement any corporate action within the specified time Limit declared under Section 125 of the Companies Act 2013 and relevant rules made there under.

19. EXTRACT AND WEB ADDRESS OF ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2025 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.globaledu.net.in.

20. OTHER DISCLOSURES:i) INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence and dedication shown by its employees and Visiting Faculties in all areas of operations. The Company has a structured induction process and management development programs / Teacher training workshops to upgrade skills of managers / Faculties. Objective appraisal systems based on Key Result Areas are in place for senior management staff. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organization.

The Company is dedicated to enhance and retain top talent through superior learning and organizational development, as this being the pillar to support the Company''s growth and sustainability in the future.

ii) HEALTH AND SAFETY:

The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment. Safety Committee and Apex Committee are available for periodical review on safety, health & environment of all departments.

Regular Training on Safety is being organized for New Joinee, regular employees & contract labour. Mock-drills are conducted for practical exposure to meet emergency need on quarterly basis. Hand book on safety awareness are distributed to all employees.

iii) MATERNITY BENEFIT COMPLIANCE

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended, and ensures that all eligible women employees are extended the benefits and protections mandated under the Act, including paid maternity leave and other entitlements. The Company also promotes a gender-inclusive workplace and is committed to supporting the health and wellbeing of women employees through appropriate workplace policies and practices. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee (ICC) to redress complaints relating to sexual harassment, thereby ensuring a safe, secure, and enabling work environment for all women employees.

iv) CODE OF CONDUCT COMPLIANCE:

A declaration signed by the Whole Time Director and Director affirming compliance for the Financial Year 2024-2025, with the Company''s Code of Conduct by the Directors and Senior Management as required under Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, as amended, is annexed as a part of the Corporate Governance Report.

21. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:(i) MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations"), is presented in a separate section forming part of the Annual Report.

(ii) CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance practices or requirements as set out in the Listing Regulations by the SEBI, enforced through the National Stock Exchange .The Company has also implemented several best Corporate Governance practices as prevalent globally. Your Board of Directors are pleased to report that your Company has complied with the SEBI Guidelines on Corporate Governance for the Financial Year 2024-25 ended as of 31st March, 2025 relating to the Listing Regulations. The details regarding Board and its Committee meetings, Policy for Appointment of Directors, Remuneration policy for Directors and KMP''s, Induction, training and familiarization programmes for Directors including Independent Directors and such other related information has been provided under the Corporate Governance Report, which forms part and parcel of the Board''s Report. Certificates from CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054 & Certificate of Practice No. 12917 & Peer Review Certificate No 1838/2002) confirming compliance with conditions as stipulated under Listing Regulations and Nondisqualification of Directors are annexed to the Corporate Governance Report, which form an integral part of the Board''s Report of the Company.

22. SUSPENSION OF TRADING

The equity shares of the Company have been listed and actively traded on Main Board of National Stock Exchange of India Limited. There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2024-25.

23. OTHER MATTERS(A) DEMATERIALISATION OF SHARES:

As on 31st March 2025, the entire 100% issued, subscribed and paid-up share capital i. e. 5,09,01,500 equity shares of the Company were held in dematerialised form through depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL).

(B) PAYMENT OF LISTING AND DEPOSITORIES FEES:

The Company, has duly paid the requisite annual listing fees for the financial year 2025-2026 ending 31st March 2026, to the National Stock Exchange of India Limited.

The Company, has also duly paid the requisite annual custodian and other fees for the financial year 2025-2026 ended 31st March 2026, to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL).

(C) CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODE AND POLICIES OF THE COMPANY

Your Board of Directors are pleased to report that your Company has complied with the:-

(i) Code of Prevention of Insider Trading in GEL Securities by the Designated Persons (Insider) (as amended from time to time);

(ii) Code of Conduct of Business Principles and Conduct;

(iii) Code for Vigil Mechanism - Whistle Blower Policy;

(iv) Code for Independent Directors;

(v) Corporate Social Responsibility (CSR) Policy;

(vi) Dividend Distribution Policy;

(vii) Risk Management Policy;

(viii) Nomination and Remuneration Policy;

(ix) Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations, 2015);

(x) Policy for determining of ''material'' Subsidiary (Regulation 16 of the SEBI (LODR) Regulations, 2015);

(xi) Policy on materiality of related party transaction/s and on dealing with related party transactions(Regulation 23 of the SEBI (LODR) Regulations, 2015); and

(xii) Policy for determination of materiality, based on specified criteria and accordingly, grant authorisation for determination of materiality of events (Regulation 30 of the SEBI (LODR) Regulations, 2015).

The aforesaid code/s and policy(ies) are available on the Company''s website www.globaledu.net.in.

24. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Global Education Limited (“the Company") has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees etc) are covered under this Policy. During the year 20242025, the Company has not received any complaint of sexual harassment. The Certificate by Director and Whole Time Director of the Company to that effect is enclosed herewith as an ''Annexure-E'' and forms part of this report.

ENCLOSURES

a) Annex - A : Particulars of prescribed contracts / arrangements with related parties in Form AOC-2;

b) Annex - B : Annual Report on Corporate Social Responsibility (CSR) activities together with expenditure details;

c) Annex - C : Report on Energy Conservation, Technology Absorption and Foreign Exchanges Earnings and Outgo;

d) Annex - D : Secretarial Auditors Report in Form No. MR- 3;

e) Annex - E : Certificate on Sexual Harassment of Women at the Workplace and its Prevention, Prohibition & Redressal.

25. ACKNOWLEDGMENTS:

The Board of Directors wish to thank the Company''s customers, business partners, vendors, bankers & financial institutions, all government & non-governmental agencies, and other business associates for their continued support. The Directors would like to take this opportunity to place on record their appreciation for the committed services and contributions made by the employees of the Company during the year at all levels despite continuing challenges posed by the pandemic and the changed working norms. Your Directors remain committed to enable the Company to achieve its long-term growth objectives in the coming years.

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Mar 31, 2024

The Board of Directors of the Company hereby present the Thirteenth (13^th) Annual Report together with the Audited Financial Statements (Standalone & Consolidated) of the Company for the year 2023-2024 ended 31^st March 2024 ("Year under review / FY 2023-2024").

1. PERFORMANCE REVIEW AND THE STATE OF COMPANY''S AFFAIRS:

The financial performance of the Company for the year 2023-2024 ended on 31st March 2024 is summarized below:

Amount in '' Lacs
Particulars	Standalone		Consolidated
	Current Financial Year 2023-2024	Previous Financial Year 2022-2023	Current Financial Year 2023-2024	Previous Financial Year 2022-2023
Revenue from Operation A. Sale of Traded goods B. Sale of Services	2148.59 5015.09	1386.09 4812.94	2148.55 5282.54	1386.09 4812.12
Other Income	231.66	223.28	225.64	223.28
Total Income	7395.35	6422.31	7656.73	6421.49
Total Expense	3266.16	3380.99	3481.93	3390.57
Profit Before Depreciation, Interest and Tax (PBDIT)	4546.93	3669.88	4607.85	3659.49
Finance Cost	-	-	-	-
Depreciation and amortization expense	417.73	628.56	433.05	628.56
Profit before Exceptional & Extra Ordinary Items &Tax	4129.20	3041.32	4174.80	3030.93
Exceptional Items Net (Loss) / Gain	-	-	-	-
Tax Expense :
Current Tax	1070.31	829.71	1099.28	829.71
Deferred Tax	(26.00)	(57.45)	(26.95)	(57.45)
Income Tax relating to earlier Year	40.25	-	40.25	-
Net Profit for the Year after Tax before Share of Profit/(loss) in associate	3044.63	2269.06	3062.22	2258.67
Profit /(Loss) from Associate Company	-	-	307.87	-
Net Profit for the Year	3044.63	2269.06	3370.09	2258.67
Other comprehensive income	(0.12)	6.45	(0.12)	6.45
Total comprehensive income for the period	3044.52	2275.52	3369.97	2265.12
Earnings Per Share:
Basic	14.95	11.14	16.61	11.10
Diluted	14.95	11.14	16.61	11.10

(a) Financial Performance :

(i) Standalone Financial Highlights

• During the current financial year 2023-2024 ended 31st March 2024, the Company''s total Revenue from operation is Rs. 7163.69 Lacs (Sale of traded goods and Sale of Services) as against of Rs. 6199.03 Lacs (Sale of traded goods and Sale of Services) in the corresponding previous year 2022-2023 ended 31st March 2023.

• Income from other sources is Rs. 231.66 Lacs as against Rs. 223.28 Lacs of the corresponding previous financial year 2022-2023 ended 31st March 2023.

• Total Comprehensive Income for the financial year 2023-2024 ended 31st March 2024 is Rs. 3044.52 Lacs as against Total Comprehensive Income of Rs. 2275.52 Lacs of the corresponding previous financial year 2022-2023 ended 31st March 2023.

• Earnings per share as on 31st March 2024 is Rs. 14.95./- vis a vis Rs. 11.14/- as on 31st March 2023.

ii) Consolidated Financial Highlights

• During the current financial year 2023-2024 ended 31st March 2024, the Company''s total Revenue from operation is Rs. 7431.09 Lacs (Sale of traded goods and Sale of Services) as against of Rs. 6198.21 Lacs (Sale of traded goods and Sale of Services) in the corresponding previous year 2022-2023 ended 31st March 2023.

• Income from other sources is Rs. 225.64 Lacs as against Rs. 223.28 Lacs of the corresponding previous financial year 2022-2023 ended 31st March 2023.

• Total Comprehensive Income for the financial year 2023-2024 ended 31st March 2024 is Rs. 3369.97 Lacs as against Total Comprehensive Income of Rs. 2265.12 Lacs of the corresponding previous financial year 2022-2023 ended 31st March 2023.

• Earnings per share as on 31st March 2024 is Rs. 16.61/- vis a vis Rs. 11.10/- as on 31st March 2023.

Operations of the Company and business overview have been discussed in more detail in the Management Discussion and Analysis forming a part of this report.

(b) TRANSFER TO RESERVES (BALANCE SHEET):

As per Standalone financials, the net movement in the reserves of the Company as at 31 March 2024 (FY 2023- 2024) [Previous Year ended

31 March 2023 (FY 2022-2023)] is as follows :-

S. No.	Particulars - Standalone	Financial Year 2023 - 2024	Financial Year 2022 - 2023
Amount in '' Lacs
01	Capital Redemption Reserve	2.50	2.50
02	Securities Premium Reserve	879.70	879.70
03	Surplus in Statement of Profit & Loss	6667.83	4641.35
	Total Reserve & Surplus	7550.02	5523.55

The Members are advised to refer the Note No. 13 as given in the financial statements which forms the part of the Annual Report for detailed information.

(c) RETURNS TO INVESTORS (DIVIDEND):

Your Company continues to be on the path of profitable growth. The Company''s cash flow and financial position continue to be strong. Considering the cash requirement for business growth and debt servicing, the Board believe that a steady dividend payout will best serve the interests of the Company and of the shareholders especially those dependent on regular income. During the Financial Year 2023-2024 under review, the Board of Directors of your Company has at its Meetings held on 08th August 2023, 07th November 2024 and 23rd January 2024 declared First Interim Dividend @ 25 % i.e. Rs.1.25/- (Rupee One and Paise Twenty Five Only), Second Interim Dividend @ 30% i.e. Rs.1.50/-(Rupee One and Paise Fifty Only) Third Interim Dividend @ 25 % i.e. Rs.1.25/- (Rupee One and Paise Twenty Five Only) respectively per Equity Share of face value of Rs.5/- each fully paid-up for the current financial year 2023-2024 ended 31st March 2024 which was paid to the members, whose names appeared on the Register of Members of the Company on Wednesday 23rd August 2023 (First Interim Dividend), Wednesday 22nd November, 2023 (Second Interim Dividend); and Saturday, 03rd February, 2024 (Third Interim Dividend Respectively . The Gross interim dividend (First, Second, Third) payout, was Rs. 814.424 Lakhs

Your Directors recommended a final dividend @ 20% (Twenty Percent) i.e. Rs.1.00/- (Rupee One Only) per Equity Share of face value of Rs.5/-each to be appropriated from the profits of the year 2023 - 2024, subject to the approval of the shareholders (members) at the ensuing Thirteenth (13th) Annual General Meeting and will be paid to those members whose names appear on the Register of Members on Friday, 21st June, 2024.

Cumulatively, the company has declared/ recommended a Total Dividend of 100% for the year under review comprising of First Interim Dividend @ 25 % i.e. Rs.1.25/- (Rupee One and Paise Twenty Five Only), Second Interim Dividend @ 30% i.e. Rs.1.50/- (Rupee One and Paise Fifty Only) Third Interim Dividend @ 25 % i.e. Rs.1.25/- (Rupee One and Paise Twenty Five Only) respectively per Equity Share of face value of Rs.5/- each and Final Dividend @ 20% i.e. Rs. 1.00 ( Rupee One Only) per Equity Share of face value of Rs.5/- each (subject to approval of the Members of the Company at the ensuing Thirteenth (13th) Annual General Meeting ).Our Company has formal dividend distribution policy and the said dividend pay-out is in compliance with the applicable Secretarial Standard -3 (SS-3) on Dividend issued by the Institute of Company Secretaries of India and the Policy can be accessed at: https://globaledu.net.in/inves-info/code-policies/dividend-distrib.pdf

(d) OTHER FINANCIAL DISCLOSURES :

(i) SEGMENT WISE PERFORMANCE

Your company has identified two reportable business segment viz. &"Educational Training and Development Activities and " Educational Business Support Activities". There are no other primary reportable segments. The major and material activities of the company are restricted to only one geographical segment i.e. India, hence the secondary segment disclosures are also not applicable.

? EDUCATIONAL TRAINING AND DEVELOPMENT ACTIVITIES: The Company achieved Gross Value Services of Rs. 5203.75 Lacs during the financial year, compared to Rs. 4321.33 Lacs in the preceding financial year on standalone basis. This segment reported a increase in the performance during the year due to new segment of medical training programs and increase in demand for soft skill development programs in the Corporates and other allied institutions across the state.

? BUSINESS SUPPORT ACTIVITIES : The Company achieved Gross Value of Trading and Support activities comprised of Rs. 1959.93 Lacs during the financial year, compared to Rs. 1877.70 Lacs in the preceding financial year on standalone basis. The Performance of Products segment demonstrated a 4.38% increase in FY 2023-24.

The CFO appraised that the Company has developed an extensive network of domestic clientele and undertaken meticulous efforts to position its products into right geographies, cater to high value end-users and elevate operational efficiencies.

(ii) CHANGE IN STATUS OF THE COMPANY:-

During the financial year 2023-2024 under review, there was no change in the Status of the Company and the Company''s status continued to be - Global Education Limited (Category - Listed Public Limited Company, Limited by Shares and Sub- Category - Indian Non-Government Company) bearing the Corporate Identification Number - (CIN) -L80301MH2011PLC219291.

(iii) DETAILS OF ANY CHANGE IN FINANCIAL YEAR

During the financial year 2023-2024 under review, the company has followed uniform financial year; from 1st April of every year to 31st March of the next year.

(iv) CAPITAL EXPENDITURE ON TANGIBLE ASSETS :

During the year under review, your Company entailed a capital expenditure of around Rs. 53.04 Lakhs towards expansion in Supply of Infrastructure & Other services segments, to enhance the capacities of major services and also towards increasing operational efficiencies.

(v) DETAILS AND STATUS OF ANY NEW ACQUISITION, MERGER, EXPANSION, MODERNIZATION AND DIVERSIFICATION:

During the financial year 2023-2024 under review, the Company has acquired "OwnPrep Private Limited" a Subsidiary of the Company (under section 2(87) of the Companies Act, 2013) with effect from 16th October 2023.

(vi) NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF:

During the financial year 2023-2024 under review, the Board of Directors, though exploring addition to existing business and commercial activities, had neither been explored any change in nature of business and commercial activities for the Company nor there is a change in nature of business and commercial activities of the Company. As such, no specific details regarding change in nature of business activities are required to be given or provided.

(vii) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the financial year 2023-2024 under review, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which this financial statements relate and date of this report. As such, no specific details are required to be given or provided.

(viii) DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE BOARD''S REPORT

There is no occasion whereby the Company has either revised or required to revise the Financial Statements or the Board''s Report of the Company for any period prior to the FY 2023-2024 ended 31st March 2024. As such, no specific details are required to be given or provided.

2. CHANGES IN SHARE CAPITAL AND DEBT STRUCTURE:

During the financial year 2023-2024 under review, the Company has not made any changes in the capital structure of the Company. The existing capital Structure of the Company is as follows:-.

Particulars	Current Financial Year 2023-2024	Previous Financial Year 2022-2023
	Amount in Rs.
Authorised Share Capital
FY [2023 - 2024] 2,39,00,000 Equity Shares of face value of Rs. 5/- (Rupees Five) each	11,95,00,000	11,95,00,000
FY [2022 - 2023] 2,39,00,000 Equity Shares of face value of Rs. 5/- (Rupees Five) each
5,00,000 Preference Shares of Rs.1/- (Rupees One) each	5,00,000	5,00,000
Total	12,00,00,000	12,00,00,000
Issued, Subscribed and Paid-Up Share Capital	Rs. 10,18,03,000	Rs. 10,18,03,000
FY [2023 - 2024] 2,03,60,600 Equity Shares of face value of Rs. 5/- (Rupees Five) each
FY [2022 - 2023] 2,03,60,600 Equity Shares of face value of Rs. 5/- (Rupees Five) each

A) CHANGES IN SHARE CAPITAL STRUCTURE :i) DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is included in the report.

ii) DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence the provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.

iii) DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company does not have any Employees Stock Option Scheme and hence the provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.

iv) DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014

v) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL :

During the financial year 2023-2024 under review, the issued, subscribed and paid-up Capital of the Company stood at Rs. 10,18,03,000/- (Rupees Ten Crore Eighteen Lakh Three Thousand only) divided into 20,360,600 Equity Shares of face value of Rs.5/- each as on 31st March 2024.

B) CHANGES IN DEBT STRUCTURE:i) DEBENTURES/BONDS /WARRANTS OR ANY NON-CONVERTIBLE SECURITIES:

During the year under review, the Company has not issued any debentures, bonds, warrants or any non-convertible securities. As on date, the Company does not have any outstanding debentures, bonds warrants or any non-convertible securities.

3. CREDIT RATING :

During the financial year 2023-2024 under review the Company has not taken or issued any unsupported bank borrowings or plain vanilla bonds or any debt instruments and neither has obtained any credit rating from credit rating agencies. As such, no specific details are required to be given or provided.

4. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to Sections 123 and 125 of Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (''the Rules''); the relevant amounts which have remained unclaimed and unpaid for a period of seven (7) years from the date they became due for payment has to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government.

During the year under review, there was no amount liable or due to be transferred to Investor Education and Protection Fund during the financial year 2023-2024 ended 31st March 2024.

5. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There has been no change in relation to the Executive Directors and Key Managerial Personnel during the year.

In pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), and other applicable provisions and rules of the Companies Act, 2013, the designated Key Managerial Personnel of the Company as on date are as follows:

1) Mr. Aditya Bhandari : Whole Time Director

2) Mr. Hemant Kumar Daga : Chief Financial Officer

3) Ms. Preeti Pacheriwala : Company Secretary & Compliance Officer

♦ CHANGES AMONGST THE INDEPENDENT DIRECTORS :-

1. The Members of the Company, on the recommendation of the Nomination and Remuneration Committee (NRC) and the Board of Directors, at their Twelfth [12th] Annual General Meeting held on 30th June 2023 has appointed Mr. Rajan Madhaorao Welukar [DIN: 00066062), as a Director (Category- Non-executive, Independent) of the Company, for a fixed first term of consecutive two (2) years i.e. from 28th April, 2023 till 27th April, 2025. In the opinion of the Board the above, Independent Director appointed during the period under review is a person of integrity with due expertise and experience and have cleared the proficiency test.

2. Mr. Vijay Singh Bapna [DIN: 02599024], Director (Category : Non - Executive, Independent) of the Company on completion of the second fixed term tenure of appointment as an Independent Director of the Company has ceased to be the Director of the Company from the close of working hours on June 30, 2023. The Board placed on record its appreciation towards valuable contribution made by Mr. Vijay Singh Bapna during his tenure as Director of the Company.

3 The Board of Directors at its Meeting held on 20th May 2024 on the recommendation of the Nomination and Remuneration Committee (NRC) of the Board has appointed Ms. Chithra Variath Ranjith [DIN: 03222013] as an Additional Director [Category -Non-executive, Independent] of the Company with effect from 20th May 2024 to hold the office till the conclusion of Thirteenth [13th] Annual General Meeting of the Company. In the opinion of the Board the above, Independent Director appointed during the period under review is a person of integrity with due expertise and experience and have cleared the proficiency test.

♦ DIRECTOR - RETIREMENT BY ROTATION :

Pursuant to the provisions of Section 152 of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), Mr. Aditya Praneet Bhandari (DIN: 07637316), Director (Category: Executive) retires by rotation and being eligible, offers himself for re-appointment. The Board of Directors of the Company recommends the appointment of Mr. Aditya Praneet Bhandari (DIN: 07637316), Director (Category: Executive) to the Members for their consideration at the Thirteenth (13th) Annual General Meeting in the interest of the Company.

♦ PROPOSED CHANGES AMONGST DIRECTOR/S PLACED BEFORE THE MEMBERS FOR THEIR APPROVAL :

• The term of Ms. Chithra Variath Ranjith [DIN: 03222013]as an Additional Director [Category - Non-executive, Independent] of the Company, is expiring at the conclusion of the ensuing Thirteenth (13th) Annual General Meeting of the Company. The Board recommends appointment of Ms. Chithra Variath Ranjith [DIN: 03222013], as an Independent Director [Category - Non-executive, Independent] not liable to retire by rotation , to hold the office for a fixed first term of consecutive Two (2) years, ie. from 20th May 2024 up to 19th May, 2026; as a Director [Category - Non-executive, Independent] of the Company, in the interest of the Company. The Company has received a Notice in writing under Section 160 of the Companies Act, 2013 from a Member proposing the candidature of Ms. Chithra Variath Ranjith [DIN: 03222013], for the office of a Director of the Company. The Company has also received the self-declaration/s from Ms. Chithra Variath Ranjith [DIN: 03222013], inter-alia to the effect that, (i) she was/is not disqualified from being appointed as a Director of the Company in terms of the provisions of Section 164 of the Companies Act, 2013 and has submitted his consent to act as a Director of the Company; (ii) she was or is not debarred from holding the office of a Director pursuant to any order of the SEBI or such other authority in terms of SEBI''s Circular No. LIST/COMP/14/2018-19 dated 20th June, 2018 on the subject “Enforcement of SEBI Orders regarding appointment of Directors by listed companies"; (iii) she meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) [“Listing Regulations"]; and (iv) she has complied with the provisions of the rule 6 (1)

(b) of the Companies (Appointment and Qualification of Directors) Rules, 2014 of the Companies Act, 2013, by registering his name in the Independent Director''s Data Bank maintained by the Indian Institute of Corporate Affairs at Manesar.

The information (details) of Director/s of seeking appointment or re-appointment at the Thirteenth (13th) Annual General Meeting of the Company, pursuant to Regulation 26(4) and 36(6) of the Listing Regulations and Secretarial Standards on General Meetings (SS-2) is annexed to the Notice convening the Thirteenth (13th)Annual General Meeting of the Company.

♦ DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013 AND SEBI LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 FROM THE INDEPENDENT DIRECTORS:

The Company has received the self-declaration/s from all the Independent Director/s of the Company, to the effect that he / she (i) meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) [“Listing Regulations"] and also, duly complied with Code of Conduct prescribed in Schedule IV to the Act.

The Company has received the self-declaration/s from all the Director/s and Senior Management Personnel of the Company, as to the due compliance of Company''s Code of Conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

♦ DISQUALIFICATIONS OF DIRECTORS:

During the financial year 2023-2024 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014. The Board noted the same and further the company has obtained a certificate from CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054 & Certificate of Practice No. 12917, Peer Review Certificate No. 1838/2022), that none of the Directors of your Company is disqualified; to hold office as director disqualified as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBI''s Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject “ Enforcement of SEBI orders regarding appointment of Directors by Listed Companies".

The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

♦ MEETINGS OF BOARD OF DIRECTORS:

During the financial year 2023-2024, the Board of Directors met Six (06) times on (1) 28th April, 2023 (2) 19th May, 2023 (3) 14th June, 2023 (4) 08th August, 2023 (5) 07th November, 2023 and (6) 23rd January 2024 . (The interval between the two meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013 and Regulation 17 - of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of which are given in the Corporate Governance Report.

♦ COMMITTEE OF THE BOARD OF DIRECTORS:

As on March 31,2024, the Board has constituted the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee and the Stakeholders'' Relationship Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report which forms part of this Annual Report In addition, the Board constitutes other committees to perform specific roles and responsibilities as may be specified by the Board from time to time.

♦ RECOMMENDATIONS OF AUDIT COMMITTEE :

There is no occasion wherein the Board of Directors of the Company has not accepted any recommendation/s of the Audit Committee of the Company during the FY 2023-2024 ended 31st March 2024. As such, no specific details are required to be given or provided.

♦ NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY :

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates and a policy in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The detailed Nomination & Remuneration Policy is stated in the Corporate Governance Report and has been posted on the website of the Company at the following web link https://globaledu.net.in/inves-info/code-policies/nomination-remuneration.pdf

♦ BOARD EVALUATION :

In pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, the Board of Directors of the Company is committed to get its performance evaluated in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established the process for evaluation of performance of Directors including Independent Directors, the Board and its Committees. The evaluation of performance of Executive Directors is done by Independent Directors. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria and process for performance evaluation of the Non-Executive Directors and Executive Directors through structured questionnaire to judge the knowledge to perform the role, time and level of participation, performance of duties, professional conduct, independence etc. The appointment/re-appointment / continuation of Directors on the Board shall be based on the outcome of evaluation process.

The Securities and Exchange Board of India (SEBI) vide circular SEBI/HO/CFD/CMD/CIR/2017/004 dated 5th January, 2017, issued a Guidance Note on Board Evaluation about various aspects involved in the Board Evaluation process to benefit all stakeholders. While evaluating the performance the above guidance note was considered. During the year under review as per the policy for the performance evaluation, formal evaluation of performance of Directors including Independent Directors, the Board and its Committees was made by the Independent Directors and the Nomination and Remuneration Committee in their respective meetings and an executive summary of findings and several key recommendations from the evaluation process was placed before the Board for its information and consideration. Inputs were received from the Directors, covering various aspects of the Board''s functioning, such as the adequacy of the composition of the Board and its Committees, its effectiveness, ethics and compliances, the evaluation of the Company''s performance, and internal control and audits . The Director/s were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committee/s with the Company.

♦ PERSONNEL/PARTICULARS OF EMPLOYEES :

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of the Whole Time Director to the median remuneration of the employees of the Company for the financial year 2023-2024:

Name of the Director	Designation	#Ratio to Median Remuneration
Mr. Aditya Bhandari	Whole Time Director	12.16:1

# Median Remuneration Including WTD

b. The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary in the financial year 2023-2024:

Name of the Directors & KMPs other than Directors	Designation	Annual [%] Increase in remuneration in the financial year 2023- 2024
Mr. Hemant Daga	Chief Financial Officer (CFO)	10.31%
Mr. Aditya Bhandari	Whole Time Director	30.95%
Ms. Preeti Pacheriwala	Company Secretary & Compliance Officer	7.75%

c) The percentage increase in the median remuneration of employees including Whole Time Director in the Financial Year 2023-24 ended 31 March, 2024 is 9.41%. & percentage increase in the median remuneration of employees excluding Whole Time Director is 45.05% .

d) The number of permanent employees on the rolls of Company as on 31 March, 2024: 155 (The number of permanent and contractual employees including KMP''s on the rolls of Company as on 31st March 2024 are 155 permanent employees and 120 professional contractual employees respectively. The Members are advised to refer the Note No. 21 - Operational Expenses as given in the financial statements which forms the part of the Annual Report for detailed information.

e) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

• The average percentage increase in the salary of the Company''s employee excluding Managerial Personnel was 21.06%. The percentage increase in salary of Managerial personnel during the period was 17.23%.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Particulars	Amount in '' Lacs
Aggregate remuneration of key managerial personnel (KMP) in FY 2023-2024	58.37 Lacs
Total Revenue ( '' in Rupees)	7656.73 Lacs
Remuneration of KMPs (as % of revenue)	0.76%
Profit before Tax (PBT) ( '' in Rupees)	4482.67 Lacs
Remuneration of KMP (as % of PBT)	1.30%

g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars	31st March 2024
Market Capitalization	46859.9 Lakhs
Price Earnings Ratio	15.39

The closing price of the Company''s equity shares on NSE Exchange Platform as on 31st March 2024 was Rs.230.15/-.

h. The key parameters for any variable component of remuneration availed by the directors:

Not Applicable as no variable component of remuneration availed by the directors.

j. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

k. Affirmation that the remuneration is as per the remuneration policy of the Company:

Remuneration paid to Director/s, Key Managerial Personnel and Employees of the Company is as per the remuneration policy of the Company.

l. Information as per Section 197 of the Companies Act, 2013 (“the Act") and Rule 5(2) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules, 2014 (as amended), forms part of this report. However, in terms of Section 136(1) of the Act, the Report and Financial Statements are being sent to all the shareholders and others entitled to receive the same, excluding the statement of particulars of employees. The statement is available for inspection by the members through electronic mode upto the date of the ensuing Thirteenth (13th) Annual General Meeting. If any member interested in obtaining a copy thereof, such member may write to the Company Secretary at the registered office of the Company.

None of the employee is a relative of any director of the Company. None of the employee holds (by himself or along with his spouse and dependent children) more than two percent of the Equity shares of the Company.

♦ REMUNERATION RECEIVED BY MANAGING/WHOLE TIME DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Company does not have any holding Company with in the meaning of Section 2(46) of the Companies Act 2013, therefore the disclosure under the provisions of Section 197(14) of the Companies Act 2013 read with the rules made there under, towards payment of any commission or remuneration from holding company is not applicable. During the year under review, none of the Directors received any remuneration from the Subsidiary Company.

♦ DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that :

(a) That in the preparation of the Annual Accounts (Financial Statements) for the year under review, all applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that financial year;

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the Directors had prepared the Annual Accounts (Financial Statements) on going concern basis;

(e) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and.

(f) That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and regulations and that such systems were adequate and operating effectively.

♦ INTERNAL AUDITORS AND INTERNAL CONTROL SYSTEM & ITS ADEQUACY:

The Company has appointed Internal Auditors to check and have an effective internal control and risk-mitigation system, which are assessed and strengthened with standard operating procedures. The Company''s internal control system is commensurate with its size, scale and modalities of operation. The main trust of the audit is to test and review controls, appraisal of risk and business process. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of the internal control system and suggests improvement to strengthen the same. The Company has strong Management Information System, being an integral part of control mechanism.

The Audit Committee, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays an important role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee. Proper steps have been taken to ensure and maintain objectivity and independence of Internal Audit. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors.

♦ INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal control systems and procedures commensurate with the size and nature of business.

These procedures are designed to ensure:-

(a) that all assets and resources are used efficiently and are adequately protected;

(b) that all the internal policies and statutory guidelines are complied with; and

(c) the accuracy and timing of financial reports and management information is maintained ♦ REPORTING OF FRAUDS BY AUDITORS:

During the FY 2023-2024 ended 31st March 2024 under review:-

(a) there is no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended);

(b) the observations made by the Statutory Auditors on the financial statements including the affairs of the Company are selfexplanatory and do not contain any qualification, reservation, adverse remarks or disclaimer thereof.

As such, no specific information, details or explanations required to be given or provided by the Board of Directors of the Company

6. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES :A) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year under review, the Company has Four (04) Subsidiaries and One (01) Associate Company as on March 31,2024. The Company does not have any Joint Venture with any company. The details of subsidiaries and Associate are given below:-

(i) Global BIFS Academy Private Limited:-

Global BIFS Academy Private Limited (CIN: U80902MH2022PTC394328); is a Private Limited Company incorporated on 29th November, 2022 with an Authorized Share Capital : Rs. 25 Lakh comprising of 250,000 Equity Shares of Rs.10/- each and Issued, Subscribed and Paid-up Share Capital of 250,000 Equity Shares of Rs.10/- each aggregating to Rs. 25,00,000/-(Rupees Twenty Five Lakhs) Only. The main object of the Company is to run specialized courses, impart knowledge & skill development in core banking, finance, economics, insurance, other financial services and Manpower Placement and related services as per the Companies Act, 2013.

The Company has 89.99% equity stake in Global BIFS Academy Private Limited (CIN: U80902MH2022PTC394328) and Global Bifs Academy Private Limited has thus become a subsidiary of the Company (under section 2(86) of the Companies Act, 2013) with effect from 29th November, 2022. The Company has formulated the Material Subsidiary policy and the same is uploaded on the website of the Company www.globaledu.net.in.

During the current financial year 2023-2024 ended 31st March 2024, the Total Revenue from operation is Rs. 50.49Lakhs as against of Rs. 0.02 Lacs in the corresponding previous year 2022-2023 ended 31st March 2023.

The Deficit after tax for the financial year 2023-2024 ended 31st March 2024 is Rs. (36.37) Lacs as against Deficit of Rs. (7.39) Lacs of the corresponding previous financial year 2022-2023 ended 31st March 2023..

Earnings per share as on 31st March 2024 is Rs. (14.55./-) vis a vis Rs. (2.96/-) as on 31st March 2023.

(ii) Yoco Stays Private Limited:-

Yoco Stays Private Limited (CIN: U55209MH2022PTC395941); is a Private Limited Company incorporated on 26th December, 2022 with an Authorized Share Capital : Rs. 25 Lakh comprising of 250,000 Equity Shares of Rs.10/- each and Issued, Subscribed and Paid-up Share Capital of 250,000 Equity Shares of Rs.10/- each aggregating to Rs. 25,00,000/-(Rupees Twenty Five Lakhs) Only. The main object of the Company is managing hostel accommodations, residences and Service apartments to individuals, corporates and Firms in India including provision of rental accommodation along with fixtures and electronic appliances and/or provision of other accommodation related amenities and related services as per the Companies Act, 2013.

The Company has 100% equity stake in Yoco Stays Private Limited (CIN: U55209MH2022PTC395941) and Yoco Stays Private Limited has thus become a Wholly owned subsidiary of the Company (under section 2(86) of the Companies Act, 2013) with effect from 26th December, 2022. The Company has formulated the Material Subsidiary policy and the same is uploaded on the website of the Company www.globaledu.net.in.

During the financial year ended 31st March 2024, the total Revenue is Rs. 85.12 lakhs.

The Profit for the financial year 31st March 2024 is Rs. 28.24 lakhs.

Earnings per share as on 31st March 2024 is Rs. 11.29/-.

(iii) Global Sports Academy Private Limited:-

Global Sports Academy Private Limited (CIN: U85410MH2023PTC402961); is a Private Limited Company incorporated on 16th May 2023 with an Authorized Share Capital : Rs. 2.5 Crore comprising of 25,00,000 Equity Shares of Rs.10/- each and Issued, Subscribed and Paid-up Share Capital of 23,81,400 Equity Shares of Rs.10/- each aggregating to Rs. 2,38,14,000/-(Rupees Two Crore Thirty Eight

Lakhs Fourteen Thousand Only). The main object of the Company is for providing sports education and engage trainers, teachers for the development of all sports and games and such other activities as permitted and in compliance of the Companies Act, 2013. The Company has 100% equity stake in Global Sports Academy Private Limited (CIN: U85410MH2023PTC402961) and Global Sports Academy Private Limited has thus become a Wholly owned subsidiary of the Company (under section 2(86) of the Companies Act, 2013) with effect from 16th May 2023. The Company has formulated the Material Subsidiary policy and the same is uploaded on the website of the Company www.globaledu.net.in.

During the financial year ended 31st March 2024, the total Revenue is Rs. 142.73 lakhs.

The Profit for the financial year 31st March 2024 is Rs. 46.57 lakhs.

Earnings per share as on 31st March 2024 is Rs. 1.96/-..

(iv) OwnPrep Private Limited:-

OwnPrep Private Limited (CIN: U80903MH2022PTC384847); is a Private Limited Company incorporated on 18th June 2022 with an Authorized Share Capital : Rs. 1.1 Crore comprising of 11,00,000 Equity Shares of Rs.10/- each and Issued, Subscribed and Paid-up Share Capital of 10,000 Equity Shares of Rs.10/- each aggregating to Rs. 1,00,000/-(Rupees One Lakhs Only). The main object of the Company is for providing of developing and maintaining online web portal or directory for providing details, information, solutions and services related to Education field, Web based and Web enabled services and applications and such other activities as permitted and in compliance of the Companies Act, 2013.

The Company has 51% equity stake in OwnPrep Private Limited (CIN: U80903MH2022PTC384847) and OwnPrep Private Limited has thus become a Subsidiary of the Company (under section 2(86) of the Companies Act, 2013) with effect from 16th October 2023. The Company has formulated the Material Subsidiary policy and the same is uploaded on the website of the Company www.globaledu.net.in.

¦ During the current financial year 2023-2024 ended 31st March 2024, the Total Revenue from operation and other Income is Rs. 10.61 Lakhs as against of Rs. 15.62 Lacs in the corresponding previous year 2022-2023 ended 31st March 2023.

¦ The Deficit after tax for the financial year 2023-2024 ended 31st March 2024 is Rs. (20.13) Lacs as against Deficit of Rs. (3.16) Lacs of the corresponding previous financial year 2022-2023 ended 31st March 2023.

Earnings per share as on 31st March 2024 is Rs. (201.30)./- vis a vis Rs. (31.58)/- as on 31st March 2023.

(v) Yola Stays Limited [ Formerly Rishiraj Enterprises Private Limited]:-

“Yola Stays Limited" (CIN: U70102MH2009PLC194519); a Public Limited Company incorporated on 31st July 2009 with an Authorized Share Capital : Rs. 11 Crores comprising of 2,20,00,000 Equity Shares of Rs.5/- each and Issued, Subscribed and Paid-up Share Capital of 85,00,000 Equity Shares of Rs.5/- each. aggregating to Rs. 4,25,00,000 /-(Rupees Four Crores Twenty Five Lakhs) Only. The main object of the Company is to construct, develop, operate, design buildings, residential blocks, student housing properties and other properties in India including making available of facility management and allied services as per the Companies Act, 2013.. The Company has 28.23% equity stake in Yola Stays Limited" (CIN: U70102MH2009PLC194519); and Yola Stays Limited has thus become an Associate of the Company (under section 2(6) of the Companies Act, 2013) with effect from 31st March, 2023. During the current financial year 2023-2024 ended 31st March 2024, the Associate Company''s Total Revenue from operation is Rs. 2205.49 Lakhs as against of Rs. 769.61Lacs in the corresponding previous year 2022-2023 ended 31st March 2023.

The Profit after tax for the financial year 2023-2024 ended 31st March 2024 is Rs. 912.14 Lacs as against Profit of Rs. 118.99 Lacs of the corresponding previous financial year 2022-2023 ended 31st March 2023.

Total Comprehensive Income for the financial year 2023-2024 ended 31st March 2024 is Rs. 1090.56 Lacs as against Total Comprehensive Income of Rs. 139.16 Lacs of the corresponding previous financial year 2022-2023 ended 31st March 2023.

Earnings per share as on 31st March 2024 is Rs. 10.73/- vis a vis Rs. 1.40/- as on 31st March 2023.

B) COMPANIES WHICH HAVE CEASED TO BE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

During the financial year 2023-2024 under review none of the Companies has ceased to be subsidiaries, associates and joint ventures. During the financial year 2023-2024 ended 31 March 2024, the Company does not have any material listed and unlisted Subsidiary Company(ies) as defined in Regulation 16(1)(c) of the Listing Regulations. However the Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy has been uploaded on the Company''s website at https://globaledu.net.in/inves-info/code-policies/material-subsidiaries-SEBI-LODR.pdf

C) AUDITED FINANCIAL STATEMENTS OF THE COMPANY''S ASSOCIATE & SUBSIDIARY:

The Board of Directors of your Company at its meeting held on 20th May, 2024, approved the Audited Consolidated Financial Statements for the FY 2023 - 2024 which includes financial information of its Associate & Subsidiaries, and forms part of this report. The Consolidated Financial Statements of your Company for the FY 2023-2024, have been prepared in compliance with applicable

Indian Accounting Standards and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 requirement. A report on the performance and financial position of Associate and Subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 which forms part and parcel of the Annual Report.

The Financial Statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (''AGM'') as required under Section 136 of the Companies Act, 2013.

7. PUBLIC DEPOSITS:

During the Financial Year 2023-2024 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies act 2013 read with Companies (Acceptance of Deposit) Rules, 2014. As such, no specific details prescribed in Rule 8(1) of the Companies (Accounts) Rules, 2014 (As amended) are required to be given or provided.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT, 2013:

During the financial year 2023-2024 under review, the Company has not given and/or extended any Loans to, Investments in, other bodies corporate nor given and/or extended guarantees/comfort letter or provided securities to other bodies corporate/s or persons directly or indirectly to Promoter/Promoter Group/Directors/KMP''s (including relatives) or any other entity controlled by them.

The particulars of Loans, Guarantees or investments given or made by the Company under Section 186 of the Act, are disclosed in the Notes to the Financial Statements of the Company for the Financial Year 2023-24.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

The details of contracts or arrangements or transactions at arm''s length basis for the Financial Year 2023-24 in the prescribed Form No. AOC - 2 pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 (as amended) are given in the “Annexure -A", which forms part and parcel of the Board''s Report.. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

There were no transactions of the Company with any person or entity belonging to the Promoter(s)/Promoter(s) Group which individually holds 10% or more shareholding in the Company.

The Company in terms of Regulation 23 of the Listing Regulations shall submit on the date of declaration of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. Your Company''s Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Company''s website i.e https://globaledu.net.in/inves-info/code-policies/materiality-party-trans-dealing-SEBI-LODR.pdf

10. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Corporate Social Responsibility has come of age as an anchor for businesses in the country recently. No business is successful or viable if it does not contribute positively to the society or stakeholders at large. The education sector in the country provides ample opportunity to make contributions to upliftment of the society. Problems continue to plague the education sector - the country will face a serious shortage of a skilled and smart workforce. CSR activities undertaken around education need to and have evolved to become imperative in changing the face of education.

At Global Education we make a conscious effort to create a positive impact on the livelihoods we touch - be it through our business or non-business activities. We are engaged in distinguished corporate Social Responsibility program having potential to create stronger relationships with society and which is focused in contributing to the upliftment of the underprivileged sections of the societies. Our CSR arm works towards a common vision of supporting the needy persons.

During the financial year (2023-2024) we have contributed Rs. 33,00,000 (Rupees Thirty Three Lakh only) towards Corporate Responsibility (CSR) and the budget for CSR to be spent is in line with the provisions under the Companies Act, 2013 and the allocated budget has been approved by the CSR committee. The CSR Policy is available on the Company''s website: www.globaledu.net.in. The detailed Annual report on Corporate Social Responsibility forms as a part of the Board Report as “Annexure-B". The Board of Directors has formed a committee on CSR in accordance with Companies Act, 2013. The terms of reference of the Corporate Social Responsibility Committee, number and dates of meetings held, composition and attendance of the Directors during the financial year ended 31st March, 2024 are given separately in the Corporate Governance Report.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is

furnished in the ''Annexure - C'' attached to this report, which forms an integral part of this report

12. RISK MANAGEMENT:

Your Company has long been following the principle of risk minimization as is the norm in every industry. The Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this plan is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the plan establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk and legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

13. VIGIL MECHANISM / WHISTLE BLOWER MECHANISM:

In pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns about unethical behavior, suspected fraud or violation of the Company''s code of conduct. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairman of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. This Whistle Blower Policy is applicable to all the Directors, employees, vendors and customers of the Company and it is also posted on the Website of the Company

The detailed disclosure of the Vigil Mechanism policy are made available on the Company''s website https://globaledu.net.in/inves-info/code-policies/whistleblower.pdf and have also been provided in the Corporate Governance Report forming part of this Report.

14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

During the financial year 2023-2024 under review, no significant and material orders is passed by any of the Regulators / Courts / Tribunals/Statutory and Quasi-Judicial body which would impact the going concern status of the Company and its future operations.

15. AUDITORS AND THEIR REPORT:i. STATUTORY AUDITORS AND THEIR REPORT:

The Shareholders (Members) of the Company, as recommended by the Board of Directors, based on the approval and recommendation of the Audit Committee of the Company, has approved, the appointment of M/s Patel Shah & Joshi., Chartered Accountants, Mumbai [ICAI Firm Registration No. 107768W] , as the Statutory Auditors of the Company to hold till the conclusion of the Annual General Meeting to be held for the Financial Year 2024-2025. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors for the financial year 2024-2025 at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

M/s. Patel Shah & Joshi., (Chartered Accountants, Mumbai [ICAI Firm Registration No. 107768W], Statutory Auditors have confirmed that the re-appointment if made would be within the limits specified under Section 141(3)(g) of the Act and it is not disqualified to be re-appointed as statutory auditor in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014 and regulations made there under.

Accordingly, the Board of Directors of the Company, based on the recommendations of the Audit Committee of the Company, has approved, the continuation of M/s Patel Shah & Joshi., Co., Chartered Accountants, Mumbai [ICAI Firm Registration No. 107768W], as the Statutory Auditors of the Company for the Financial Year 2024-2025.

The total fees paid by the Company, to the Statutory Auditors during the Financial Year 2023-24 is set out in Note No. 30 of the Standalone Financial Statements, forming part of the Annual Report.

ii. SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054 & Certificate of Practice No. 12917), to conduct Secretarial Audit for the financial year 2023-2024. The Secretarial Audit Report in Form MR-3 confirms that the Company has complied with the provisions of the Act, Rules,

Regulations and Guidelines and that there were no deviations or non-compliances and is attached herewith as an “Annexure - D" and forms part and parcel of the Board''s Report.

The Board of Directors of the Company has re-appointed CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054 & Certificate of Practice No. 12917 & Peer Review Certificate No. 1838/2022), to conduct the Secretarial Audit as per Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 prescribed under Section 204 of the Companies Act, 2013 for the financial year 2024 - 2025.

iii. COST AUDIT:

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable for the business activities carried out by the Company.

iv. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has approved and appointed C. R. Sagdeo & Co.; Chartered Accountants, Nagpur (ICAI Firm Registration No. 108959W), as the Internal Auditors of the Company, for the financial year 2024-2025 ending 31st March 2025.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, from time to time, during the financial year 2023-2024 ended 31st March 2024, to the Audit Committee and Board of Directors of the Company, and do not contain any adverse remarks and qualifications, is self-explanatory and do not call for any further explanation/s by the Company.

v. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

(a) Statutory Auditor''s report :

The Auditor''s Report submitted by M/s Patel Shah & Joshi., Chartered Accountants, Mumbai [ICAI Firm Registration No. 107768W], the Statutory Auditors of the Company to the shareholders for the financial year 2023-2024 ended 31st March, 2024 does not contain any reservation, qualification, or adverse remark. The observations made by the Statutory Auditors in their report are self-explanatory and have also been further amplified in the Notes to the Account and as such do not call for any explanations.

(b) Secretarial Auditor''s Report:

The Secretarial Audit Report submitted by CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054 & Certificate of Practice No. 12917 & Peer Review Certificate No. 1838/2022), the Secretarial Auditors of the Company to the Shareholders (Members) for the FY 2023-24 does not contain any reservation, qualification, or adverse remark. The observations made by the Secretarial Auditors in their report are self-explanatory and have also been further amplified in the Notes to the Account and as such do not call for any explanations.

16. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard-1 (''SS-1'') on Meetings of the Board of Directors and Secretarial Standard -2 (''SS-2'') on General Meetings, during the financial year 2023-2024 ended 31st March 2024.

Further, the Company has, to the extent, voluntarily adopted for the compliance of Secretarial Standard-4 (''SS-4'') on Report of the Board of Directors for the financial year 2023-2024 ended 31st March 2024.

17. REPORTING OF ANY PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the financial year 2023-2024 ended 31st March 2024 under review, no such event occurred by which Corporate Insolvency Resolution Process can be initiated under the Insolvency And Bankruptcy Code, 2016 (IBC) before National Company Lay Tribunal. As such, no specific details are required to be given or provided.

18. DETAILS OF ANY FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the financial year 2023-2024 under review, the Company has not failed to implement any corporate action within the specified time Limit declared under Section 125 of the Companies Act 2013 and relevant rules made there under.

19. EXTRACT AND WEB ADDRESS OF ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.globaledu.net.in.

20. OTHER DISCLOSURES:i) INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence and dedication shown by its employees and Visiting Faculties in all areas of operations. The Company has a structured induction process and management development programs / Teacher training workshops to upgrade skills of managers / Faculties. Objective appraisal systems based on Key Result Areas are in place for senior management staff. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organization.

The Company is dedicated to enhance and retain top talent through superior learning and organizational development, as this being the pillar to support the Company''s growth and sustainability in the future.

ii) HEALTH AND SAFETY:

The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment. Safety Committee and Apex Committee are available for periodical review on safety, health & environment of all departments.

Regular Training on Safety is being organized for New Joinee, regular employees & contract labour. Mock-drills are conducted for practical exposure to meet emergency need on quarterly basis. Hand book on safety awareness are distributed to all employees.

iii) CODE OF CONDUCT COMPLIANCE:

A declaration signed by the Whole Time Director and Director affirming compliance for the Financial Year 2023-2024, with the Company''s Code of Conduct by the Directors and Senior Management as required under Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, as amended, is annexed as a part of the Corporate Governance Report.

21. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:(i) MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations"), is presented in a separate section forming part of the Annual Report.

(ii) CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance practices or requirements as set out in the Listing Regulations by the SEBI, enforced through the National Stock Exchange .The Company has also implemented several best Corporate Governance practices as prevalent globally. Your Board of Directors are pleased to report that your Company has complied with the SEBI Guidelines on Corporate Governance for the Financial Year 2023-24 ended as of 31st March, 2024 relating to the Listing Regulations. The details regarding Board and its Committee meetings, Policy for Appointment of Directors, Remuneration policy for Directors and KMP''s, Induction, training and familiarization programmes for Directors including Independent Directors and such other related information has been provided under the Corporate Governance Report, which forms part and parcel of the Board''s Report. Certificates from CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054 & Certificate of Practice No. 12917 & Peer Review Certificate No 1838/2002) confirming compliance with conditions as stipulated under Listing Regulations and Nondisqualification of Directors are annexed to the Corporate Governance Report, which form an integral part of the Board''s Report of the Company.

22. SUSPENSION OF TRADING

The equity shares of the Company have been listed and actively traded on Main Board of National Stock Exchange of India Limited. There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2023-24.

23. OTHER MATTERS(A) DEMATERIALISATION OF SHARES:

As on 31st March 2024, the entire 100% issued, subscribed and paid-up share capital i. e. 2,03,60,600 equity shares of the Company were held in dematerialised form through depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL).

(B) PAYMENT OF LISTING AND DEPOSITORIES FEES:

The Company, has duly paid the requisite annual listing fees for the financial year 2024-2025 ending 31st March 2025, to the National Stock Exchange of India Limited.

The Company, has also duly paid the requisite annual custodian and other fees for the financial year 2024-2025 ended 31st

March 2025, to the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL).

(C) CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODE AND POLICIES OF THE COMPANY

Your Board of Directors are pleased to report that your Company has complied with the:-

(i) Code of Prevention of Insider Trading in GEL Securities by the Designated Persons (Insider) (as amended from time to time);

(ii) Code of Conduct of Business Principles and Conduct;

(iii) Code for Vigil Mechanism - Whistle Blower Policy;

(iv) Code for Independent Directors;

(v) Corporate Social Responsibility (CSR) Policy;

(vi) Dividend Distribution Policy;

(vii) Risk Management Policy;

(viii) Nomination and Remuneration Policy;

(ix) Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations, 2015);

(x) Policy for determining of ''material'' Subsidiary (Regulation 16 of the SEBI (LODR) Regulations, 2015);

(xi) Policy on materiality of related party transaction/s and on dealing with related party transactions (Regulation 23 of the SEBI (LODR) Regulations, 2015); and

(xii) Policy for determination of materiality, based on specified criteria and accordingly, grant authorisation for determination of materiality of events (Regulation 30 of the SEBI (LODR) Regulations, 2015).

The aforesaid code/s and policy(ies) are available on the Company''s website www.globaledu.net.in.

24. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Global Education Limited (“the Company") has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees etc) are covered under this Policy. During the year 20232024, the Company has not received any complaint of sexual harassment. The Certificate by Director and Whole Time Director of the Company to that effect is enclosed herewith as an ''Annexure - E'' and forms part of this report.

ENCLOSURES

a) Annex - A : Particulars of prescribed contracts / arrangements with related parties in Form AOC-2;

b) Annex - B : Annual Report on Corporate Social Responsibility (CSR) activities together with expenditure details;

c) Annex - C : Report on Energy Conservation, Technology Absorption and Foreign Exchanges Earnings and Outgo;

d) Annex - D : Secretarial Auditors Report in Form No. MR- 3;

e) Annex - E : Certificate on Sexual Harassment of Women at the Workplace and its Prevention, Prohibition & Redressal.

25. ACKNOWLEDGMENTS:

The Board of Directors wish to thank the Company''s customers, business partners, vendors, bankers & financial institutions, all government & non-governmental agencies, and other business associates for their continued support. The Directors would like to take this opportunity to place on record their appreciation for the committed services and contributions made by the employees of the Company during the year at all levels despite continuing challenges posed by the pandemic and the changed working norms. Your Directors remain committed to enable the Company to achieve its long-term growth objectives in the coming years.

---

Mar 31, 2018

To

The Members,

Global Education Limited

The Board of Directors of your Company is pleased in presenting the Seventh (07th) Annual Report of your Company together with the Audited Financial Statements (Standalone & Consolidated) for the year 2017-2018 ended 31st March, 2018.

1. FINANCIAL RESULTS:

The financial performance of the Company for the year 2017-2018 ended on 31st March 2018 is summarized below:

	Standalone		Consolidated
Particulars	Current Financial	Previous Financial	Current Financial
	Year 2017-2018	Year 2016-2017	Year 2017-2018
Revenue from Operation
A. Sale of Traded goods	14,06,91,404	14,68,08,057	14,06,91,404
B. Sale of Services	17,49,38,740	11,46,66,994	17,49,38,740
Other Income	1,98,87,745	66,35,764	1,98,87,745
Total Income	33,55,17,889	26,81,10,735	33,55,17,889
Total Expenditure	21,41,41,400	18,96,23,530	21,41,70,468
(excluding depreciation)
Depreciation and	2,24,19,513	52,40,263	2,24,19,513
amortization expense
Total Expenditure	23,65,60,913	19,48,63,793	23,65,89,981
Profit before Exceptional &	9,89,56,976	7,32,46,942	9,89,27,908
Extra Ordinary Items &Tax
Current Tax	(3,03,47,798)	(2,57,40,629)	(30347798)
Deferred Tax & others	10,18,947	26,31,730	6,46,499
Profit After Tax	6,96,28,125	5,01,38,103	6,92,26,609
Earnings Per Share:
Basic	28.04	26.93	27.88
Diluted	28.04	26.93	27.88

(a) Standalone Financial Highlights

- During the current financial year 2017-2018 ended 31st March 2018, the Company’s total Revenue from operation is Rs. 31,56,30,144/- (Sale of traded goods and Sale of Services) as against of Rs. 26,14,74,971/- (Sale of traded goods and Sale of Services) in the corresponding previous year 2016-2017 ended 31st March 2017.

- Income from other sources is Rs. 1,98,87,745/- as against Rs. 66,35,764/- of the corresponding previous financial year 2016-2017 ended 31st March 2017.

- The Profit aftertax (PAT) forthe fmancialyear 2017-2018 ended 31st March 2018 is Rs. 6,96,28,125/- as against Profit of Rs. 5,01,38,103/- of the corresponding previous fmancialyear 2016-2017 ended 31st March 2017.

- Earnings per share as on 31st March 2018 is Rs. 28.04 vis a vis Rs. 26.93 as on 31st March 2017.

(b) Consolidated Financial Highlights

- During the financial year ending on March 31, 2018 the Company achieved turnover of Rs. 31,56,30,144/- as against Nil during the previous year.

- The ProfitAfterTax (PAT) after transferring the share of profit of Minority Interest for the financial year 2017-18 is Rs. 6,92,26,609/-

- Earnings Per Share as on March 31,2018 is Rs. 27.88/Note:- The Members may please note that Previous Year Figures of Consolidated Financial Statements are not given for comparison; the same being the first year of Consolidation of financial results.

2. SUBSIDIARIES AND ASSOCIATES

During the year under review, the Company has one Wholly Owned Subsidiary and one Associate Company as on March 31,2018. The Company does not have any Joint Venture with any company. The details of subsidiary and Associate are given below:-

(a) RIAAN Eduventures Private Limited

RIAAN Eduventures Private Limited (CIN: U74999MH2017PTC295972); is a Private Limited Company incorporated on 9th June 2017 with an Authorized Share Capital:Rs.5 Lakhs comprising of 50,000 Equity Shares of Rs.10/- each and Issued, Subscribed and Paid-up Share Capital of 50,000 Equity Shares of Rs.10/- each, aggregating to Rs.5,00,000/-(Rupees Five Lakhs) Only. The main object of the Company is the business of dealing in Information Technology, Software and Hardware development, IT projects and to carry on business of printers, publishers, DPT operators and such other activities as may be permitted from time to time and in compliance of the Companies Act, 2013.

The Company has 100% equity stake in RIAAN Eduventures Private Limited (CIN: U74999MH2017PTC295972) and RIAAN Eduventures Private Limited has thus become a wholly owned subsidiary of the Company (under section 2(86) of the Companies Act, 2013) with effect from 9th June 2017. The Company has formulated the Material Subsidiary policy and the same is uploaded on the website of the Company www.alobaledu.net.in.

(b) Achievers Educare Private Limited

“Achievers Educare Private Limited” (CIN: U74999MH2017PTC295991); a Private Limited Company incorporated on 9th June 2017 with an Authorized Share Capital:Rs.50 Lakhs comprising of 5,00,000 Equity Shares of Rs.10/- each and Issued, Subscribed and Paid-up Share Capital of 5,00,000 Equity Shares of Rs.10/- each, aggregating to Rs.50,00,000/-(Rupees Fifty Lakhs) Only. The main object of the Company is business of carrying the business of printers, publishers, DPT operators and such other activities as may be permitted from time to time and in compliance of the Companies Act, 2013. The Company has 25% equity stake in Achievers Educare Private Limited (CIN: U74999MH2017PTC295991) and Achievers Educare Private Limited has thus become an Associate of the Company (under section 2(6) of the Companies Act, 2013) with effect from 9th June 2017.

The other details like benefits, advantages, etc in monetary terms cannot be worked out at this stage and the same will be disclosed in due course of time through financial results and Annual Reports .During the year under review there were no operations and the Company (Subsidiary and Associate) did not register any income as on 31st March 2018.

AUDITED FINANCIAL STATEMENTS OF THE COMPANY’S ASSOCIATE & SUBSIDIARY

The Board of Directors of your Company at its meeting held on May 28,2018, approved the Audited Consolidated Financial Statements for the FY 2017-18 which includes financial information of its Associate & Wholly Owned subsidiary, and forms part of this report. The Consolidated Financial Statements of your Company for the FY 2017-18, have been prepared in compliance with applicable Accounting Standards and SEBI (Listing Obligations 8i Disclosure Requirements) Regulations, 2015 requirement. A report on the performance and financial position of Associate and wholly owned subsidiary of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 forms part of this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its Associate and Wholly Owned subsidiary, are available on our website www.globaledu.net.in. These documents will also be available for inspection during business hours at our registered office of the Company

3. CHANGES IN SHARE CAPITAL STRUCTURE:

During the financial year 201-2018 under review, the Company has made following changes in the Share Capital of the Company:

a) REDEMPTION OF PREFERENCE SHARE CAPITAL:

The Board of Directors of the Company, in response to request made by the Preference Shareholder holding 100% Preference Shares, at its 65th Board Meeting held on 16th March, 2017 approved the Redemption of 2,50,000 Zero Percent (0%) Redeemable Non-cumulative, Non-convertible, Non- participating Preference Shares of Re. 1/- each aggregating to Rs 2,50,000/- (Rupees Two Lakh Fifty Thousand only) out of the profits for the previous year/s and the same was also approved bythe Shareholders (Members) atthe Extra ordinary General Meeting held on 28th April 2017.

b) ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT EQUITY SHARES AND EMPLOYEE STOCK OPTION(S):

During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity

c) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL:

During the financial year 2017-2018 under review, the issued, subscribed and paid-up Capital of the Company stood at Rs. 2,48,30,000/- (Rupees Two Crore Forty Eight Lakhs Thirty Thousand only) as on 31st March 2018.

4. NATURE OF BUSIN ESS ACTIVITIES AN D CHANGES TH EREOF

During the financial year 2017-2018 under review, the Board of Directors, though exploring addition to existing business and commercial activities, had neither been explored any change in nature of business and commercial activities for the Company nor there is a change in nature of business and commercial activities of the Company. As such, no specific details regarding change in nature of business activities are required to be given or provided.

5. DIVIDEND

During the Financial Year 2017-2018 under review, the Board of Directors of your Company has at its 70th meeting held on 23rd October, 2017 declared an Interim Dividend @ 25% i.e. Rs. 2.50 (Rupee Two and Paise Fifty Only) per Equity Share of Rs.10/- each fully paid-up for the current financial year 2017-2018 ended 31st March 2018 which was paid to the members, whose names appeared on the Register of Members of the Company on 03rd November, 2017. The total interim dividend payout, including dividend distribution tax (Rs.12,63,701/-) was Rs.74,71,201/-

Your Directors recommended a final dividend @ 25% Le. Rs. 2.50 (Rupees Two and Paise Fifty Only) per Equity Share of Rs.10/- each aggregating to Rs.74,71,201/- including dividend distribution tax of Rs. 12,63,701/- to be appropriated from the profits of the year 2017 - 2018, subject to the approval of the shareholders (members) at the ensuing Seventh (7th) Annual General Meeting. The Dividend will be paid in compliance with applicable regulations.

6. TRANSFER TO RESERVES (BALANCE SHEET)

The opening balance as on 01st April 2017 of Reserves 8i Surplus Account stood at Rs. 17,24,53,810/-. After making adjustments and appropriations, the closing balance as on 31st March 2018 of Reserves & Surplus Account stood at Rs. 22,71,39,533/-. The Members are advised to refer the Note No. 04 as given in the financial statements which forms the part of the Annual Report.

7. PUBLIC DEPOSITS

During the Financial Year 2017-2018 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies act 2013 read with Companies (Acceptance of Deposit) Rules, 2014. As such, no specific details prescribed in Rule 8(l)of the Companies (Accounts) Rules, 2014 (As amended) are required to be given or provided.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The changes amongst the Directors including the Executive Directors and Key Managerial Personnel during the period are as follows

- CHANGES AMONGST KEY MANAGERIAL PERSONNEL (KMP)

1. Shri Rajeev Bhagwat Chand (DIN 03638608), ceased to be Whole Time Director and Chief Financial Officer (Designated Key Managerial Personnel (KMP) of the Company effective 31st December 2017. The Board of Directors would like to record its appreciation for the services rendered by him during his tenure as a Whole Time Director and Chief Financial Officer of the Company.

2. Mr. Sanjay Madhukar Khare (IT PAN No. ACDPK2152J) was appointed as the Chief Financial Officer designated Key Managerial Personnel of the Company effective 08th May, 2018.

In pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), and other applicable provisions and rules of the Companies Act, 2013, the designated Key Managerial Personnel of the Company as on date are as follows:

1) Mr. Aditya Bhandari (DIN: 07637316) : Whole Time Director

2) Mr.Sanjay Khare (IT PAN No. ACDPK2152J): Chief Financial Officer

3) Ms. Preeti Pacheriwala (IT PAN BASPP9707N): Company Secretary & Compliance Officer

- CHANGES AMONSGTTHE INDEPENDENT/NON INDEPENDENT DIRECTORS:

1. Mr. Gururaj Karajagi (DIN 01330419) has been appointed as an Additional Director (Category: Non-executive, Independent) of the Company effective 17th August 2017.

2. Mr. Gururaj Karajagi (DIN 01330419) was appointed as an Additional Director (Category: Non executive & Independent) effective 17th August 2017. Considering his active participation in the ongoing day to day affairs of the Company; it was prudent to change his category to, Additional Director (Category: Non executive & Non -Independent) at the meeting of the Board of Directors held on 23rd October 2017.By virtue of provisions of Section 161 of Companies Act, 2013, his term expires at the ensuing Seventh (07th) Annual General Meeting of the Company. The Members are requested to approve his appointment as recommended by the Board and mentioned in the Notice convening the Seventh (07th) Annual General Meeting of the Company. Mr. Gururaj Karajagi, if appointed as a Director, shall be liable to retire by rotation.

- DIRECTOR-RETIREMENT BY ROTATION

Pursuant to Section 152 of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014(asamended),Mr.AdityaBhandari(DIN07637316), Whole Time Director retires by rotation and being eligible, offers himself for re-appointment.

The Board of Directors of the Company recommends the appointment of Mr. Aditya Bhandari (DIN 07637316),, Whole Time Director to the Shareholders for their consideration at the Seventh (07th) Annual General Meeting. The brief resume and other details relating to Mr. Aditya Bhandari (DIN 07637316), as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated in the annexure to the notice calling Seventh (07th) Annual General Meeting of the Company.

- PROPOSED CHANGES AMONGST DIRECTOR/S PLACED BEFORE THE MEMBERS FOR THEIR APPROVAL

1. Mr. Gururaj Karajagi (DIN 01330419) was appointed as an Additional Director (Category: Non executive & Independent) effective 17th August 2017. Considering his active participation in the ongoing day to day affairs of the Company; it was prudent to change his category to, Additional Director (Category: Non executive & Non -Independent) at the meeting of the Board of Directors held on 23rd October 2017. In accordance with the provisions of Section 161 of Companies Act, 2013, his term expires at the ensuing Seventh (7th) Annual General Meeting of the Company. The Members are requested to approve his appointment as recommended by the Board and mentioned in the Notice convening the Seventh (07th) AnnualGeneral Meeting of the Company. Mr. Gururaj Karajagi , if appointed as a Director, shall be liable to retire by rotation. The brief resume and other details relating to Mr. Gururaj Karajagi (DIN 01330419), as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated in the annexure to the notice calling Seventh (07th) Annual General Meeting of the Company.

2. Ms. Mallika Bajaj (DIN 06382457) was appointed as an Independent Director on the Board of Directors of the Company in the Sixth (6th) Annual General Meeting of the Company held in financial year 2016-2017 to hold office for a period of 1 (One) year effective from Sixth (6th) Annual General Meeting for the financial year 2016-2017 up to the conclusion of Seventh (7th) Annual General Meeting to be held for the financial year 2017-2018.. Her term expires at the ensuing Seventh (7th) Annual General Meeting of the Company. The Members are requested to approve her appointment as recommended by the Board and mentioned in the Notice convening the Seventh (07th) Annual General Meeting of the Company. Ms. Mallika Bajaj, if appointed as an Independent Director shall not be liable to retire by rotation.

The brief resume and other details relating to Ms. Mallika Bajaj (DIN 06382457) and Mr. Gururaj Karajagi (DIN 01330419).,as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated in the annexure to the notice calling Seventh (07th) Annual General Meeting of the Company.

The composition of the Board of Directors as on 31st March, 2018 is as follows:

1) Mr.VijaySingh Bapna(DIN02599024):Director(Non-executive, Independent)

2) Mr. Aditya Bhandari (DIN 07637316)):WholeTime Director

3) Mr. Gururaj Karajagi (DIN 01330419):Director (Non-executive, Non- Independent)

4) Ms. Premlata Shantilal Daga (DIN 07637313):Director(Non-executive, Independent)

5) Ms. Mallika Bajaj (DIN 06382457):Director (Non-executive, Independent)

6) Ms. PreetiPacheriwala(ITPAN: BASPP9707N):Company Secretary 8i Compliance Officer

DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013 FROM THE INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

During the financial year 2017-2018 under review, a meeting of the Independent Directors of the Company which was duly convened, held and conducted without the participation of Executive Directors of the Company, on 17th February, 2018.

- DISQUALIFICATIONS OF DIRECTORS:

During the fmancialyear 2016-2017 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014. The Board noted the same and confirmed that, none of the Directors of your Company is disqualified to hold office as director disqualified as per provision of Section 164(2) of the Companies Act, 2013. The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

9. MEETINGS OF BOARD OF DIRECTORS

The details of the meeting of the Board along with their composition and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and/or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. BOARD EVALUATION

In pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, the Board of Directors of the Company is committed to get its performance evaluated in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established the process for evaluation of performance of Directors including Independent Directors, the Board and its Committees. The evaluation of performance of Executive Directors is done by Independent Directors. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria and process for performance evaluation of the Non-Executive Directors and Executive Directors through questionnaire to judge the knowledge to perform the role, time and level of participation, performance of duties, professional conduct, independence etc. The appointment/re-appointment / continuation of Directors on the Board shall be based on the outcome of evaluation process.

During the year under review as per the policy for the performance evaluation, formal evaluation of performance of Directors including Independent Directors, the Board and its Committees was made by the Independent Directors and the Nomination and Remuneration Committee in their respective meetings and the evaluation result was placed before the Board for its information and consideration.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) that in the preparation of the Annual Accounts for the year under review, all applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to g i v e a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profit of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care forthe maintenance of adequate accounting records i n accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and t h a t such systems were adequate and operating effectively.

12. COMMITTEE OF THE BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with the rules made there under and Listing Regulations, the Board has constituted the following Committee(s), namely:

a) Audit Committee

b) Stakeholders Relationship Committee

c) Nomination and Remuneration Committee

d) Corporate Social Responsibility Committee

e) Committee of Board of Directors

The detailed disclosure about all the Committees of the Board of Directors is provided in the Report on Corporate Governance which forms part of this Annual Report as “Annexu re D”.

13. VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

In pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairman of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

The detailed disclosure of the Vigil Mechanism policy are made available on the Company’s website www.alobaledu.net.in and have also been provided in the Corporate Governance Report forming part of this Report.

14. RISK MANAGEMENT

Your Company has long been following the principle of risk minimization as is the norm in every industry. The Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this plan is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the plan establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention oftalentand expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk and legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

15. AUDITORS AND THEIR REPORT

I. STATUTORY AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 139, 141, 142 of the Companies Act, 2013 read with the Rules made there under, the Audit Committee of the Company, at its meeting held on 27th March 2017 amongst others, has finalised the name of M/s. S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi (ICAI Firm Registration No. 000756N) as the Statutory Auditors of the Company for a term of two (2) years to hold the office of the Statutory Auditors of the Company for the financial year 2016- 2017 and 2017-2018, subject to ratification by the Members at the ensuing Sixth (6th) Annual General Meeting, at such remuneration as agreed between the Board and the said Auditors, plus applicable taxes (as applicable) and out of the pocket expenses, if any, incurred in connection with the Audit of Financial Statements of the Company. The first term of the appointment of current Statutory Auditors - M/s. S. S. Kothari Mehta 8t Co., Chartered Accountants, New Delhi (ICAI Firm Registration No. 000756N) expires at the conclusion of this Seventh (07th) Annual General Meeting of the Company. The Members have been requested to appoint M/s. S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi (ICAI Firm Registration No. 000756N) as the Statutory Auditors of the Company for a Second term of 2 (Two) Years from the conclusion of Seventh (07th) Annual General Meeting held for the financial year 2017-2018 until the conclusion of Ninth (09th) Annual General Meeting of the Company to be held for the financial year 2019-2020.

M/s. S. S. Kothari Mehta & Co., (Firm Registration No. 000756N), Chartered Accountants, New Delhi, Statutory Auditors have confirmed that the re-appointment if made would be within the limits specified under Section 141(3)(g) of the Act and it is not disqualified to be re-appointed as statutory auditor in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014 and regulations made there under.

The Auditor’s Report submitted by M/s. S. S. Kothari Mehta & Co., (Firm Registration No. 000756N), Chartered Accountants, New Delhi, the Statutory Auditors of the Company to the shareholders for the financial year 20172018 ended 31st March, 2018 does not contain any qualification. The observations made by the Statutory Auditors in their report are self-explanatory and have also been further amplified in the Notes to the Account and as such do not call for any explanations.

During the financial year 2017-2018 under review:

a) There is no fraud occurred, noticed and/or reported by the Statutory Auditor under Section 143(12) (of the Companies Act 2013 read with Companies (Audit & Auditors) Rules 2014 (as amended).

b) The observations made by the Statutory Auditors on the financial statements for the financial year 2017-2018 under review including the affairs of the Company are self explanatory and do not contain any qualification, reservation, adverse remarks or disclaimer thereof.

As such, no specific information details or explanations required to be given or provided by the Board of Directors of the Company.

II. SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed CS. Riddhita Agrawal, Company Secretary in Practice, Nagpur (Membership No. ACS 34625 & Certificate of Practice No. 12917), to conduct Secretarial Audit for the financial year 2017-18.

The Secretarial Audit Report for the financial year ended 31 March, 2018 in Form MR-3 is attached as “Annexure -A” and forms a part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board of Directors of the Company has re-appointed CS. Riddhita Agrawal, Company Secretary in Practice, Nagpur (Membership No. ACS 34625 & Certificate of Practice No. 12917), to conduct the Secretarial Audit as per Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 prescribed under Section 204 of the Companies Act, 2013 for the financial year 2018 - 2019.

III. COST AUDIT:

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable to the Company.

IV. INTERNAL AUDITORS AND INTERNAL CONTROL SYSTEM & ITS ADEQUACY

The Company has appointed Internal Auditors to check and have an effective internal control and risk-mitigation system, which are assessed and strengthened with standard operating procedures. The Company’s internal control system is commensurate with its size, scale and modalities of operation. The main trust of the audit is to test and review controls, appraisal of risk and business process. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of the internal control system and suggests improvement to strengthen the same. The Company has strong Management Information System, being an integral part of control mechanism. The Audit Committee, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays an important role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee. Proper steps have been taken to ensure and maintain objectivity and independence of Internal Audit. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors.

16. PERSONNEL/PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for thefinancialyear:

Name of the Director	Designation	#Ratio to median remuneration
Mr. Rajeev Bhagwat Chand	Whole Time Director & CFO	7.82:1
Mr. Aditya Bhandari	Whole Time Director	5.58:1

# Mr. Rajeev Bhagwat Chand ceased to be Whole Time Director & CFO of the Company effective 31st December, 2017.

b. The percentage increase in remuneration of each director,, Chief Financial Officer, Company Secretary in the financialyear:

Name of the Directors & KMPs other than Directors	Designation	% Increase in remuneration in the financial year 2017 -18
Mr. Rajeev Bhagwat Chand	Whole Time Director & CFO	40%
Mr. Aditya Bhandari	Whole Time Director	Financial Year 2017-2018; being the first year of association of Mr. Aditya Bhandari as Whole Time Director with the Company. Therefore, the question of increase in remuneration does not arise.
Ms. Preeti Pacheriwala	Company Secretary & Compliance Officer	Financial Year 2017-2018; being the first year of association of Ms. Preeti Pacheriwala as Company Secretary & Compliance Officer with the Company. Therefore, the question of increase in remuneration does not arise.

c. The percentage increase in the median remuneration of employees in the financial year: 0.56%

d. The Median Remuneration of employees (MRE) excluding Whole Time Directors was Rs. 17,900/- and Rs. 17,800/- in fiscal 2018 and fiscal 2017 respectively. The increase in MRE excluding Whole Time Directors in fiscal 2018 as compared to fiscal 2017 is 0.56%.

e. The number of permanent employees on the rolls of Company as on 31st March 2018 : 131 employees The explanation on the relationship between average increase in remuneration and Company performance: On an average, employees received an annual increase between 5% to 15%. The average increase in the remuneration of both, the managerial and non-managerial personnel was determined based on the overall performance of the Company. Further, the criteria for remuneration of non-managerial personnel is based on an internal evaluation of key performance areas (KPAs), while the remuneration of the managerial personnel is based on the remuneration policy as recommended by the Nomination and Remuneration Committee and approved by the board of directors.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Particulars	Amount (Rs) in Crores
Aggregate remuneration of key managerial personnel (KMP) in FY 2017-18	0.246
Revenue f in Rupees)	31.56
Remuneration of KMPs (as % of revenue)	0.78%
Profit before Tax (PBT) (‘ in Rupees)	9.89
Remuneration of KMP (as % of PBT)	2.487%

g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars	31st March 2018
Market Capitalisation (Rs. in Crores)	42.211
Price Earnings Ratio	6.06%

The closing price of the Company’s equity shares on NSEe-MERGE (SME Emerge Platform) as on 31st March 2018 was Rs.170/-.

h. The key parameters for any variable component of remuneration availed by the directors:

Not Applicable as no variable component of remuneration availed by the directors.

i. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

j. Affirmation that the remuneration is as per the remuneration policy of the Company:

Remuneration paid to Director/s, Key Managerial Personnel and Employees of the Company is as per the remuneration policy of the Company.

k. Information as per Section 197 of the Companies Act, 2013 (“the Act”) and Rule 5(2) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules, 2014 (as amended), forms part of this report. However, in terms of Section 136(1) of the Act, the Report and Financial Statements are being sent to all the shareholders and others entitled to receive the same, excluding the statement of particulars of employees. The statement is available for inspection by the members at the Registered Office of the Company during business hours on any working day up to the date of the ensuing Annual General Meeting. If any member interested in obtaining a copy thereof, such member may write to the Company Secretary at the registered office of the Company.

None of the employee listed in the said Annexure is a relative of any director of the Company. None of the employee holds (by himself or along with his spouse and dependent children) more than two percent of the Equity shares of the Company.

17. EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, (as amended) is furnished in the Form MGT-9 as “Annexure - B” attached to this report, which forms an integral part of this report.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the financial year 2017-2018 under review, the Company has not given and/or extended any Loans to, Investments in, other bodies corporate nor given and/or extended guarantees or provided securities to other bodies corporate/s or persons covered under the provisions of Section 186 of the Companies Act, 2013 read with the Rules made there under except advances which were granted to body corporates [Not related to the Promoters, Promoters Group, Directors, Key Managerial Personnel (KMP) of the Company and/or their relatives as a Related Party as defined under Section 2(76) of the Companies Act, 2013]. The Members are requested to refer the Note/s to the financial statements which forms the part of the Annual Report for detailed information.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

During the financial year 2017-2018, there were no transactions / contracts / arrangements have been entered into by or with any of the Promoters, Promoters Group, Directors, Key Managerial Personnel (KMP) of the Company and/or their relatives except Payment of Managerial Remuneration to the Executive (Whole-time) Director/s of the Company.

Accordingly, the detailed information for the transactions with the Key Managerial Personnel (KMP) with respect to payment of Managerial Remuneration pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 (as amended) are provided in “Annexure - C” in prescribed Form No. AOC-2 and the same forms part of this Annual Report.

20. TRANSFERTO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Sections 123 and 125 of Companies Act, 2013; the relevant amounts which have remained unclaimed and unpaid for a period of seven (7) years from the date they became due for payment have been transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. During the year under review, there was no amount liable or due to be transferred to Investor Education and Protection Fund during the financial year 2017-2018 ended 31st March 2018.

21. CORPORATE GOVERNANCE

The members may please note that the provisions relating to Corporate Governance i.e. Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company and accordingly, the Company is not required to submit the Corporate Governance Report with this Annual Report. However, keeping in view the objective of encouraging the use of better practices through voluntary adoption, the Company has decided to adopt and disseminate voluntary disclosure of Corporate Governance which not only serve as a benchmark for the corporate sector but also help the Company in achieving the highest standard of corporate governance.

Accordingly, a voluntary disclosure i. e. the report on Corporate Governance as stipulated under regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as ‘Annexure - D’ and forms a part of this report.

As such, the Members may note that any omission of any corporate governance provisions shall not be construed as non compliance of the above mentioned regulations.

22. MANAGEMENT S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is presented in a separate section forming part of the Annual Report.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes in the Corporate Social Responsibility as an integral part of its business. Illiteracy and poverty are some of the most critical problems that our country has been facing for years. One of the most effective solutions to solve these is education, but a great margin of people cannot afford to get them self educated. In such a situation, scholarship is that one thing which can not only provide people a financial aid to move on the path of education but also encourage them to choose that path.

This scholarship is provided every year on Pan India Level and applications are to be invited irrespective of any reservations. It has a very simple eligibility criteria and procedure to apply. The main emphasis is on being the students who are deprived and deserving.

The projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company’s CSR policy. The Report on CSR Activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as “Annexure - E” forming part of this Report.

24. LISTING OF SHARES

The Equity shares of the Company continued to be listed with and actively traded on The National Stock Exchange of India Limited (NSE) EMERGE [SME Platform], The listing fees for the fmancialyear 2017-2018 has been paid to the Stock Exchange on 13th April, 2018.

25. SECRETARIAL STANDARDS

During the financial year 2017-2018 under review, the Company was in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Board and General Meetings.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in the ‘Annexure - F’ attached to this report, which forms an integral part of this report.

27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF T H E COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the financial year 2017-2018 under review, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which this financial statements relate and date of this report.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the financial year 2017-2018 under review, no significant and material orders is passed by any of the Regulators/ Courts/Tribunals which would impact the going concern status of the Company and its future operations.

29. CODES OF CONDUCT OF BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODES/POLICIES

Your Directors are pleased to report that your Company has complied with the:

1. Code of Business Principles and Conduct;

2. Code of Prevention of Insider Trading in Global securities by the designated persons (insider) (as amended from time to time);

3. Code for Vigil Mechanism - Whistle Blower Policy;

4. Code for Independent Directors;

5. Corporate Social Responsibility Policy;

6. Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations, 2015);

7. Policy for determining of ‘material’ Subsidiary (Regulation 16 of the SEBI (LODR) Regulations, 2015);

8. Policy on materiality of related party transaction/s and on dealing with related party transactions (Regulation 23 of the SEBI (LODR) Regulations, 2015); and

9. Policy for determination of materiality, based on specified criteria and accordingly, grant authorisation for determination of materiality of events (Regulation 30 of the SEBI (LODR) Regulations, 2015). The aforesaid code(s) and policy(ies) are posted and available on the Company’s website www.alobaledu.net.in.

30. MATERIAL DEVELOPMENT IN HUMAN RESOURCES:

i) INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence and dedication shown by its employees and Visiting Faculties in all areas of operations. The Company has a structured induction process and management development programs/Teacher training workshops to upgrade skills of managers/ Faculties. Objective appraisal systems based on Key Result Areas are in place for senior management staff. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organization.

The Company is dedicated to enhance and retain top talent through superior learning and organizational development, as this being the pillar to support the Company’s growth and sustainability in the future.

ii) SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Global Education Limited (“the Company”) has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at w o r k place, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees etc) are covered under this Policy. During the year 2017-18, the Company has not received any complaint of sexual harassment. The Certificate by Chairman & Whole Time Director of the Company to that effect is enclosed herewith as an ‘Annexure-G’ and forms part of this report.

Ill) HEALTH AND SAFETY:

The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment. Safety Committee and Apex Committee are available for periodical review on safety, health & environment of all departments. Regular Training on Safety is being organized for New Joinee, regular employees & contract labour. Mock-drills are conducted for practical exposure to meet emergency need on quarterly basis. Hand book on safety awareness are distributed to all employees.

iv) CODE OF CONDUCT COMPLIANCE

A declaration signed by the Chairman 8i Whole Time Director affirming compliance for the Financial Year 2017-18, with the Company’s Code of Conduct by the Directors and Senior Management as required under Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, as amended, is annexed as a part of the Corporate Governance Report.

v) OTHER DISCLOSURES:

The details regarding Board and its Committee meetings. Declaration by Independent Directors, Remuneration policy for Directors and KMP’s, Induction, training and familiarization programmes for Directors including Independent Directors and such other related information has been provided underthe Corporate Governance Report, which forms part and parcel of the Board’s Report.

ENCLOSURES

a) Annex-A: Secretarial Auditors Report in Form No. MR- 3;

b) Annex- B: Extract of Annual Return as of 31st March, 2018 in the prescribed Form No. MGT-9;

c) Annex-C: Form AOC-2;

d) Annex- D :Report on Corporate Governance; and

e) Annex - E: Annual Report on Corporate Social Responsibility (CSR) activities together with expenditure details

f) Annex- F: Report on Energy Conservation, Technology Absorption and Foreign Exchanges Earnings and Outgo

g) Annex-G: Certificate on Sexual Harassment of Women at the Workplace and its Prevention, Prohibition & Redressal.

31. ACKNOWLEDGEMENTS

The Board of Directors place on record their appreciation for the co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a remarkable growth and is determined to poise a rapid and excellent growth in the years to come.

For and on behalf of the Board

VIJAY SINGH BAPNA ADITYA BH AN DARI

CHAIRMAN WHOLE TIME DIRECTOR

DIN: 02599024 DIN: 07637316

Address: 1801, 18th Floor, Sumer Address: Flat No. A/502, 5th Floor, Shri Mohini

Trinity Tower 1, Raj Apartment, Khare Town, Dharampeth,

New Prabhadevi Road Mumbai Nagpur 440010, Maharashtra, India

400025 Maharashtra, India

Place: Nagpur

Date : 28 May 2018

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Mar 31, 2017

The Members,

Global Education Limited

The Board of Directors of your Company is pleased in presenting the Sixth (6th) Annual Report of your Company together with the Audited Financial Statements (Standalone) for the year 2016-2017 ended 31st March, 2017.

1. INITIAL PUBLIC OFFER (IPO) & LISTING AT NSE (eMERGE):

During the year, pursuant to the approval by the Members of the Company at their Extra-ordinary General Meeting held on 14^th December 2016. The Company approached the Capital Market with an Initial Public Offer of 6,83,000 (Six Lakh Eighty Three Thousand) Equity Shares of the Company of face value of Rs. 10/- (Rupees Ten Only) each at a Premium of Rs. 140/- (Rupees One Hundred Forty) aggregating to aggregating to Rs. 1024.50 Lakhs through Book Building Process to the Public. The issue opened for subscription on 16^th February, 2017 and closed on 21^st February 2017 and was oversubscribed by 82 times (including reserved portion of Market Maker). The allotment of the Equity Shares was finalized in consultation with the Designated Stock Exchange namely the National Stock Exchange of India Limited (NSE) 28^th February, 2017.

In response to the company’s application, the National Stock Exchange of India Ltd (NSE) has given it’s final approval for listing and trading of 24,83,000 (Twenty Four Lakhs Eighty Three Thousand) Equity Shares of Rs.10/- each on NSE e- Merge (SME Emerge Platform) of the NSE effective 2^nd March 2017 with scrip code ”GLOBAL”.

During the Book Building process the Company has duly complied with all the requirements prescribed under the Companies Act 2013, various regulations of the Securities and Exchange Board of India (“SEBI”), and other appropriate statutory, regulatory or other authority and such other approvals, permissions and sanctions, as maybe necessary and other regulatory requirements, wherever applicable.

2. FINANCIAL RESULTS:

The financial performance of the Company for the year 2016-2017 ended on 31st March 2017 is summarized below: Amount in Rs

Particulars	Current Financial Year 2016-2017	Previous Financial Year 2015-2016
Revenue from Operation
A. Sale of Traded goods B. Sale of Services	146,808,057 116,847,914	38,633,901 7,31,50,162
Other Income	6,635,764	1,292,307
Total Income	27,02,91,735	11,30,76,370
Total Expenditure (excluding depreciation)	19,18,04,530	5,72,64,932
Depreciation and amortization expense	5,240,263	5,461,809
Total Expenditure	19,70,44,793	6,27,26,741
Profit before Exceptional & Extra Ordinary Items & Tax	7,32,46,942	50,349,629
Current Tax	25,740,629	14,450,273
Deferred Tax	48,22,217	1,986,789
Profit After Tax	5,01,38,103	33,456,020
Earnings Per Share: Basic	26.93	18.59
Diluted	26.93	18.59

- During the current financial year 2016-2017 ended 31^st March 2017, the Company’s total Revenue from operation is Rs. 263,655,971/-(Sale of traded goods and Sale of Services) as against of Rs. 11,17,84,063/- (Sale of traded goods and Sale of Services) in the corresponding previous year 2015-2016 ended 31^stMarch 2016.

- Income from other sources is Rs. 66,35,764/- as against Rs. 1,292,307/- of the corresponding previous financial year 2015-2016 ended 31st March 2016.

- The Profit after tax (PAT) for the financial year 2016-2017 ended 31st March 2017 is Rs. 5,01,38,103/- as against Profit of Rs. 33,456,020/- of the corresponding previous financial year 2015-2016 ended 31st March 2016.

- Earnings per share as on 31st March 2017 is Rs. 26.93 vis a vis Rs. 18.59 as on 31st March 2016.

3. CHANGES IN SHARE CAPITAL STRUCTURE:

During the financial year 2016-2017 under review, the Company has made following changes in the Share Capital of the Company:

A) AUTHORISED SHARE CAPITAL:

2) The Authorised Share Capital of the Company was increased (with consolidation of face value of the Equity Share from existing Re. 1/- (Rupee One only) to Rs. 10/- (Rupees Ten only) each) from Rs. 1,05,00,000/- (Rupees One Crore Five Lakh Only) comprising of Equity Share Capital of Rs. 1,00,00,000/-(Rupees One Crore Only) divided into 1,00,00,000 (One Crore) Equity Shares of Re.1/- (Rupee One) each and Preference Share Capital of Rs. 5,00,000 (Rupees Five Lakh),5,00,000 (Five Lakh) Zero Percent (0%) Non-cumulative, Non-participative Redeemable Preference Shares of Re. 1/-(Rupee One) each to Rs. 5,00,00,000/-(Rupees Five Crores Only) comprising of Equity Share Capital of Rs. 4,95,00,000 (Rupees Four Crore Ninety Five Lakh Only) divided into 49,50,000 (Forty Nine Lakh Fifty Thousand) Equity Shares of Rs.10/- (Rupees Ten) each and Preference Share Capital of Rs. 5,00,000 (Rupees Five Lakh) 5,00,000(Five Lakh) Zero Percent (0%) Non-cumulative, Non-participative Redeemable Preference Shares of Re.l/- (Rupee One) each, ranking pari-passu in all respects with that class of existing Shares of the Company.

B) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL:

During the financial year 2016-2017 under review, the Company has issued and allotted:

- Issue of Bonus Equity Shares:

8,00,000 (Eight Lakh) Equity Shares of Rs.10/- each aggregating to Rs.80,00,000/-(Rupees Eighty Lakh only) as the Bonus Equity Shares through capitalization of surplus profit or reserves to the existing Shareholders on 16th November 2016;

- Issue of Equity Shares:

6,83,000 (Six Lakh Eighty Three Thousand) Equity Shares of Rs.10/- each at a premium of Rs. 140/- each aggregating to Rs. 10,24,50,000/- (Rupees Ten Crore Twenty Four Lakh Fifty Thousand only) through Initial Public offering on 28th February 2017.

Accordingly, the issued, subscribed and paid-up Capital (Equity and Preference Share Capital) of the Company stood at Rs. 2,50,80,000/- (Rupees Two Crore Fifty Lakh Eighty Thousand only) as on 31st March 2017.

C) REDEMPTION OF PREFERENCE SHARE CAPITAL:

The Board of Directors of the Company, in response to request made by the Preference Shareholder holding 100% Preference Shares, at its 65th Board Meeting held on 16th March, 2017 approved the Redemption of 2,50,000 Zero Percent (0%) Redeemable Non-cumulative, Non-convertible, Non-participating Preference Shares of Re. 1/- each aggregating to Rs 2,50,000/- (Rupees Two Lakh Fifty Thousand only) out of the profits for the previous year/s and the same was also approved by the Shareholders (Members) at the Extra ordinary General Meeting held on 28th April 2017.

D) ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT EQUITY SHARES AND EMPLOYEE STOCKOPTION(S):

During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

4. NATURE OF BUSINESS ACTIVITIES AND CHANGES THERE OF:

During the financial year 2016-2017 under review, the Board of Directors of the Company has explored to expand the existing activities through addition of new services, provision of additional facilities, etc. and all those includes not only services in relation to education based activities but also all such related activities which would otherwise support the education based activities. These activities are treated as an inter-connected activities in the present scenario. As such, the Board of Directors of the Company considers to enlarge the activities of the Company as prudent and favourable to the growth of the Company in view of the Company’s anticipated approach to the Capital Markets through Initial Public Of Fer (IPO). To include all those enabling activities coupled with requirements due to changes in the applicable legislations like the Companies Act, 2013 read with the rules made there under, the Object Clause/s of the Memorandum and Articles of Association was altered / amended by the Shareholders (Members) of the Company at an Extraordinary General Meeting held on 1st November 2016. However, the aforesaid change does not construed as any change in the nature of business activity of the Company.

5. CONVERSION OF THECOMPANY:

The Company - Global Education Limited (formerly known as Global Business School (India) Private Limited since Incorporation and Global Education Private Limited effective 12th December 2011) (hereinafter referred to as ‘the Company’) was originally incorporated and registered under the Companies Act, 1956 as a Private Limited Company, Limited by Shares (Category - Private Limited Company, Limited by Shares and Sub-Category - Indian Non-Government Company) bearing the Corporate Identification No. (CIN) U 80301 MH 2011 PTC 219291 on 30 June 2011 at Mumbai in the State of Maharashtra.

Subsequently the unanimous consent of the Shareholders (Members) of the Company was granted to the conversion of the Company from Private Limited Company into a Public Limited Company whereby the Name of the Company was changed from “Global Education Private Limited” to “Global Education Limited” on conversion vide Special Resolution passed by the Shareholders (Members) of the Company at an Extraordinary General Meeting held on Tuesday, the 1st November 2016 and the same was approved by the Registrar of Companies, Maharashtra vide its certificate dated 15th November 2016.

6. DIVIDEND:

During the Financial Year 2016-2017 under review, the Board of Directors of your Company has at its 65th meeting held on 16th March, 2017 declared an interim dividend @ 15% i.e. Rs. 1.50 (Rupee One and Paise Fifty Only) per Equity Share of Rs.10/- on each fully paid-up for the current financial year 2016-2017 ended 31^st March 2017 which was paid to the members, whose names appeared on the Register of Members of the Company on 31st March, 2017. The total interim dividend payout, including dividend distribution tax (Rs.7,58,221/-) was Rs.44,82,721/-

Your Directors recommended a final dividend @ 25% i.e. Rs. 2.50 (Rupees Two and Paise Fifty Only) per Equity Share of Rs.10/- each aggregating to Rs.74,71,198/- including dividend distribution tax of Rs. 12,63,698/- to be appropriated from the profits of the year 2016 - 2017, subject to the approval of the shareholders (members) at the ensuing Sixth (6th) Annual General Meeting. The Dividend will be paid in compliance with applicable regulations.

7. TRANSFER TO RESERVES (BALANCE SHEET):

The opening balance as on 01st April 2016 of Reserves & Surplus Account stood at Rs.4,68,28,871/-. After making adjustments and appropriations, the closing balance as on 31st March 2017 of Reserves & Surplus Account stood at Rs. 17 24,53,810/-. The Members are advised to refer the Note No. 04 as given in the financial statements which forms the part of the Annual Report.

8. PUBLIC DEPOSITS:

During the Financial Year 2016-2017 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies act 2013 read with Companies (Acceptance of Deposit) Rules, 2014. As such, no specific details prescribed in Rule (8) (1) of the Companies (Accounts) Rules, 2014 (As amended) are required to be given or provided.

9. BOARD OF DIRECTORS AND KEY MANAGERIALPERSONNEL:

Mr. Rajeev Bhagwat Chand (DIN 03638608) and Mr. Surendra Kable (DIN 06968420) were the Directors on the Board at the beginning of the financial year. However, the following changes occurred in the constitution of Board of Directors of the Company

i) Mr. Surendra Kable (DIN 06968420) ceased to be a Director of the Company effective 24th October, 2016. The Board of Directors would like to record their appreciation for the services rendered by him during his tenure as a Director of the Company.

ii) Mr. Rajeev Bhagwat Chand (DIN03638608), Director of the Company was designated as the Whole time Director and Chief Financial Officer of the Company effective 24th October, 2016, liable to retire by rotation.

iii) Mr. Vijay Singh Bapna (DIN 02599024) has been appointed as an Additional Director (Category: Non executive & Independent) effective 24th October, 2016. By virtue of provisions of Section 161 of Companies Act, 2013, his term expire at the ensuing Sixth (6th) Annual General Meeting of the Company. The Members are requested to approve his appointment as recommended by the Board and mentioned in the Notice convening the Sixth (6th) Annual General Meeting of the Company. Mr. Vijay Singh Bapna, if appointed as an Independent Director shall not be liable to retire by rotation.

iv) Ms. Premlata Shantilal Daga(DIN 07637313) has been appointed as an Additional Director (Category: Non executive & Independent) effective 24th October, 2016. By virtue of provisions of Section 161 of Companies Act, 2013, her term expires at the ensuing Sixth (6th) Annual General Meeting of the Company. The Members are requested to approve her appointment as recommended by the Board and mentioned in the Notice convening the Sixth (6th) Annual General Meeting of the Company. Ms. Premlata Shantilal Daga, if appointed as an Independent Director shall not be liable to retire by rotation.

v) Mr. Aditya Bhandari (DIN 07637316) was appointed as an Additional Director (Category: Non executive & Independent) effective 24th October, 2016. By virtue of provisions of Section 161 of Companies Act, 2013, his term expire at the ensuing Sixth (6th) Annual General Meeting of the Company. The Members are requested to approve his appointment as recommended by the Board and mentioned in the Notice convening the Sixth (6th) Annual General Meeting of the Company. Mr. Aditya Bhandari, if appointed as a Director, shall be liable to retire by rotation.

vi) Mr. Aditya Bhandari (DIN 07637316) was appointed as an Additional Director (Category: Non executive & Independent) effective 24th October, 2016. Considering his outstanding performance, the Board of Directors has at its meeting held on 16th March, 2017 appointed him as a Whole-time Director which was further approved by the members at the Extra ordinary general meeting held on 28th April, 2017. The appointment of Mr. Aditya Bhandari as Whole-time Director is subject to ratification by the members at the ensuing Sixth (6th) Annual General Meeting.

vii)Ms. Mallika Bajaj (DIN 06382457) was appointed as an Additional Director (Category: Non executive & Independent) effective 16^th March, 2017. By virtue of provisions of Section 161 of Companies Act, 2013, herterm expires at the ensuing Sixth (6th) Annual General Meeting of the Company. The Members are requested to approve her appointment as recommended by the Board and mentioned in the Notice convening the Sixth (6th) Annual General Meeting of the Company. Ms. Mallika Bajaj, if appointed as an Independent Director shall not be liableto retire by rotation.

viii) Ms. Shalini Vijay Kumar Kota (ICSI Membership No. ACS-42656) was appointed as the Company Secretary and Compliance officer of the Company effective 24th October, 2016 and she ceased to be Company Secretary and Compliance officer of the Company effective 16th March, 2017. The Board of Directors would like to record their appreciation for the services rendered by her during her tenure as a Company Secretary of the Company.

ix) Ms. Preeti Pacheri wala(ICSI Membership No. FCS-7502) was appointed as the Company Secretary and Compliance officer, designated Key Managerial Personnel of the Company effective 16th March, 2017.

Note : The brief resume and other details relating to Mr. Vijay Singh Bapna (DIN 02599024), Ms. Premlata Shantilal Daga(DIN 07637313) and Ms. Mallika Bajaj (DIN 06382457) (the appointees) as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated in the annexure to the notice calling 6th Annual General Meeting of the Company.

1. Mr. Vijay Singh Bapna (DIN 02599024) : Director (Non-executive, Independent)

2. Mr. Rajeev Bhagwat Chand (DIN 03638608) : Whole Time Director and Chief Financial Officer

3. Mr. Aditya Bhandari (DIN 07637316) : Whole Time Director

4. Ms. Premlata Shantilal Daga(DIN 07637313) : Director (Non-executive, Independent)

5. Ms. Mallika Bajaj (DIN 06382457) : Director (Non-executive, Independent)

6. Ms. Preeti Pacheriwala (IT PAN: BASPP9707N) : Company Secretary & Compliance Officer

RETIREMENT BY ROTATION

Pursuant to Section 152 of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), Mr. Rajeev Bhagwat Chand (DIN 03638608 & PAN AFSPC3221L), Whole Time Director and Chief Financial Officer retires by rotation and being eligible, offers himself for appointment.

The Board of Directors of the Company recommends the appointment of Mr. Rajeev Bhagwat Chand (DIN 03638608 & PAN AFSPC3221L), Whole Time Director and Chief Financial Officer to the Shareholders for their consideration at the Sixth (6^th) Annual General Meeting. The brief resume and other details relating to Mr. Rajeev Bhagwat Chand (DIN 03638608 & PAN AFSPC3221L), as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated in the annexure to the notice calling Sixth (6^th) Annual General Meeting of the Company.

KEY MANAGERIAL PERSONNEL(KMP):

In pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), and other applicable provisions and rules of the Companies Act, 2013, the designated Key Managerial Personnel of the Company as on 31st March, 2017 are as follows:

1) Mr. Rajeev Bhagwat Chand (DIN 03638608 & IT PAN AFSPC3221L) : Whole Time Director and Chief Financial Officer

2) Mr. Aditya Bhandari (DIN 07637316) :Whole Time Director

3) Ms. Preeti Pacheriwala (IT PAN BASPP9707N) : Company Secretary & Compliance Officer

DECLARATION UNDER SECTION 149 (6) OF THE COMPANIES ACT, 2013 FROM THE INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

During the financial year 2016-2017 under review, a meeting of the Independent Directors of the Company which was duly convened, held and conducted without the participation of Executive Directors of the Company, on 16th March, 2017.

10. MEETINGS OF BOARD OF DIRECTORS:

The details of the meeting of the Board along with their composition and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and/or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. BOARD EVALUATION

In pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, the Board of Directors of the Company is committed to get its performance evaluated in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established the process for evaluation of performance of Directors including Independent Directors, the Board and its Committees. The evaluation of performance of Executive Directors is done by Independent Directors. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria and process for performance evaluation of the Non-Executive Directors and Executive Directors through questionnaire to judge the knowledge to perform the role, time and level of participation, performance of duties, professional conduct, independence etc. The appointment/re-appointment / continuation of Directors on the Board shall be based on the outcome of evaluation process.

During the year under review as per the policy for the performance evaluation, formal evaluation of performance of Directors including Independent Directors, the Board and its Committees was made by the Independent Directors and the Nomination and Remuneration Committee in their respective meetings and the evaluation result was placed before the Board for its information and consideration.

12. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) that in the preparation of the Annual Accounts for the year under review, all applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2017 and of the profit of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. COMMITTEE OF THE BOARD OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 read with the rules made there under and Listing Regulations, the Board has constituted the following Committee(s), namely:

a) Audit Committee

b) Stakeholder Relationships Committee

c) Nomination and Remuneration Committee

d) Corporate Social Responsibility Committee

The detailed disclosure of all the Committees of the Board of Directors is provided in the Report on Corporate Governance which forms part of this Annual Report as “Annexure D”.

14. VIGIL MECHANISM / WHISTLE BLOWER MECHANISM:

In pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of The Companies(Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairman of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

The detailed disclosure of the Vigil Mechanism policy are made available on the Company’s website www.globaledu.net.in and have also been provided in the Corporate Governance Report forming part of this Report.

15. RISK MANAGEMENT:

Your Company has long been following the principle of risk minimization as is the norm in every industry. The Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this plan is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the plan establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk and legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

16. AUDITORS &THEIR REPORT

I. STATUTORY AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 139,141, 142 of the Companies Act, 2013 read with the Rules made there under, M/s. Dheeraj Kochar & Co., (Firm Registration No. 125864W), Chartered Accountants, Mumbai, were appointed as the Statutory Auditor of the Company for a term of 5 years, subject to ratification by the members at every subsequent Annual General Meetings of the company.

However, being the listed entity, the Company should ensure that the limited review or audit reports submitted to the stock exchange(s) on a quarterly or annual basis are to be given only by an auditor who has subjected himself to the peer review process of the Institute of Chartered Accountants of India and holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The existing Statutory Auditors of the Company namely M/s. Dheeraj Kochar & Co., Chartered Accountant, Mumbai (ICAI Firm Registration No. 125864W) has confirmed the Company that they do not possess any valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. As such, they have expressed their inability to continue to act as the Statutory Auditors of the Company for further period/s.

Considering the same, the Audit Committee of the Company, at its meeting held on 27th March 2017, amongst others, has finalised the name of M/s. S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi (ICAI Firm Registration No. 000756N) as the Statutory Auditors of the Company for a term of two (2) years to hold the office of the Statutory Auditors of the Company for the financial year 2016- 2017 and 2017-2018, subject to ratification by the Members at the ensuing Sixth (6th) Annual General Meeting and recommended the same for further approval of the Board of Directors and/or Members of the Company, at such remuneration as agreed between the Board and the said Auditors, plus Service tax (as applicable) and out of the pocket expenses, if any, incurred in connection with the Audit of Financial Statements of the Company.

M/s. S. S. Kothari Mehta & Co., (Firm Registration No. 000756N), Chartered Accountants, New Delhi, Statutory Auditors have furnished a Certificate of Consent, qualification and eligibility for their appointment including re-appointment under Section 139 and 141 of the Companies Act, 2013 read with rules and regulations made thereunder.

The Auditor’s Report submitted by M/s. S. S. Kothari Mehta & Co., (Firm Registration No. 000756N), Chartered Accountants, New Delhi, the Statutory Auditors of the Company to the shareholders for the financial year 2016-2017 ended 31st March, 2017 does not contain any qualification. The observations made by the Statutory Auditors in their report are self-explanatory and have also been further amplified in the Notes to the Account and as such do not call for any explanations.

During the financial year 2016-2017 under review:

a) There is no fraud occurred, noticed and/or reported by the Statutory Auditor under Section 143(12) (of the Companies Act 2013 read with Companies (Audit & Auditors) Rules 2014 (as amended).

b) The observations made by the Statutory Auditors on the financial statements for the financial year 2016-2017 under review including the affairs of the Company are self explanatory and do not contain any qualification, reservation, adverse remarks or disclaimer thereof.

As such, no specific information details or explanations required to be given or provided by the Board of Directors of the Company.

II. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed CS. Riddhita Agrawal, Company Secretary in Practice, Nagpur (Membership No. ACS 34625 & Certificate of Practice No. 12917), to conduct Secretarial Audit for the financial year 2016-17.

The Secretarial Audit Report for the financial year ended 31 March, 2017 in Form MR-3 is attached as “Annexure - A” and forms a part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board of Directors of the Company has reappointed CS. Riddhita Agrawal, Company Secretary in Practice, Nagpur (Membership No. ACS 34625 & Certificate of Practice No. 12917), to conduct the Secretarial Audit as per Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 prescribed under Section 204 of the Companies Act, 2013 for the financial year 2017-2018.

III. COST AUDIT:

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable to the Company.

IV. INTERNAL AUDITORS AND INTERNAL CONTROL SYSTEM & ITS ADEQUACY

The Company has appointed an Internal Auditor to check and have an effective internal control and risk-mitigation system, which are assessed and strengthened with standard operating procedures. The Company’s internal control system is commensurate with its size, scale and modalities of operation. The main trust of the audit is to test and review controls, appraisal of risk and business process.

The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of the internal control system and suggests improvement to strengthen the same. The Company has strong Management Information System, being an integral part of control mechanism.

The Audit Committee, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays an important role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee. Proper steps have been taken to ensure and maintain objectivity and independence of Internal Audit. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors

17. PERSONNEL/PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Director	Designation	#Ratio to median remuneration
Mr.Rajeev Bhagwat Chand	Whole Time Director &CFO	N.A.
MrAditya Bhandari	Whole Time Director	NA.

#Note: The Executive directors of the Company have been appointed during part of the Financial year2016-2017Therefore the figures are not comparable and as such, not provided in the report.

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Name of the Directors & KMPs other than Directors	Designation	% Increase in remuneration in the financial year 2016 - 17
Mr. Rajeev Bhagwat Chand	Whole Time Director & CFO	Mr. Rajeev Bhagwat Chand was appointed as a Whole Time Director & CFO with effect from 24th October, 2016. Therefore, the question of increase in remuneration does not arise
Mr. Aditya Bhandari	Whole Time Director	Mr. Aditya Bhandari was appointed as an Additional Director (Category: Non executive & Independent) effective 24th October, 2016and was designated as a Whole Time Director with effect from 16th March, 2017. Therefore, the question of increase in remuneration does notarise.
Ms. Shalini Vijay Kumar Kota	Company Secretary & Compliance Officer	Ms. Shalini Vijay Kumar Kota (ICSI Membership No. ACS-42656) was appointed as the Company Secretary and Compliance officer of the Company effective 24th October, 2016 and she ceased to be Company Secretary and Compliance officer of the Company effective 16th March, 2017. Therefore, the question of increase in remuneration does not arise.

Ms. Preeti Pacheriwala	Company Secretary &	Ms. Preeti Pacheriwala (ICSI
	Compliance Officer	Membership No. FCS-7502) was appointed as the Company Secretary and Compliance officer, designated Key Managerial Personnel of the Company effective 16th March, 2017. Therefore, the question of increase in remuneration does not arise.

c. The percentage increase in the median remuneration of employees in the financial year: 1.69%

d. The Median Remuneration of employees (MRE) excluding Whole Time Directors was Rs. 18,100/- and Rs. 17,800/- in fiscal 2017 and fiscal 2016 respectively. The increase in MRE excluding Whole Time Directors in fiscal 2017 as compared to fiscal 2016 is 1.69%.

e. The number of permanent employees on the rolls of Company as on 31st March 2017 : 121 employees

The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase between 5% to 15%.

The increase in remuneration is in line with the market trends in the respective Service Industry. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual’s performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

* Table for Point no. “f”
Particulars	Amount (Rs) in Crores
Aggregate remuneration of key managerial personnel (KMP) in FY 201617	0 0676
Revenue ( in Rupees)	26.365
Remuneration of KMPs (as % of revenue)	0.002%
Profit before Tax (PBT) ( in Rupees)	7.32
Remuneration of KMP (as % of PBT)	0.009%

g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year: Key Managerial Personnel against the performance of the Company:

Particulars	31st March 2017
Market Capitalisation (Rs. in Crores)	55.62
Price Earnings Ratio	8.32%

The closing price of the Company’s equity shares on NSE e-MERGE (SME Emerge Platform) as on 31st March 2017 was Rs.224/-

h. The key parameters for any variable component of remuneration availed by the directors: Not Applicable as no variable component of remuneration availed by the directors.

i. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

j. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company.

k. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary of the Company at the registered office of the Company.

None of the employee listed in the said Annexure is a relative of any director of the Company. None of the employee holds (by himself or along with his spouse and dependent children) more than two percent of the Equity shares of the Company

18. EXTRACTOF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, (as amended) is furnished in the Form MGT-9 as “Annexure - B” attached to this report, which forms an integral part of this report.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the financial year 2016-2017 under review, the Company has not given and/or extended any Loans to, Investments in, other bodies corporate nor given and/or extended guarantees or provided securities to other bodies corporate/s or persons covered under the provisions of Section 186 of the Companies Act, 2013 read with the Rules made there under except an advance which was granted to a body corporate namely Mrugnayani Infrastructures Private Limited [Not related to the Promoters, Promoters Group, Directors, Key Managerial Personnel (KMP) of the Company and/or their relatives as a Related Party as defined under Section 2(76) of the Companies Act, 2013], The Members are requested to refer the Note/s to the financial statements which forms the part of the Annual Report for detailed information.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

During the financial year 2016-2017, there were no transactions / contracts / arrangements have been entered into by or with any of the Promoters, Promoters Group, Directors, Key Managerial Personnel (KMP) of the Company and/or their relatives except Payment of Managerial Remuneration to the Executive (Whole-time) Director/s of the Company.

Accordingly, the detailed information for the transactions with the Key Managerial Personnel (KMP) with respect to payment of Managerial Remuneration pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 (as amended) are provided in “Annexure -C” in prescribed Form No. AOC-2 and the same forms part of this Annual Report.

21. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Sections 123 and 125 of Companies Act, 2013; the relevant amounts which have remained unclaimed and unpaid for a period of seven (7) years from the date they became due for payment have been transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. During the year under review, there was no amount liable or due to be transferred to Investor Education and Protection Fund during the financial year 2016-2017 ended 31st March 2017.

22. CORPORATE GOVERNANCE:

The members may please note that the provisions relating to Corporate Governance i.e. Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company and accordingly, the Company is not required to submit the Corporate Governance Report with this Annual Report. However, keeping in view the objective of encouraging the use of better practices through voluntary adoption, the Company has decided to adopt and disseminate voluntary disclosure of Corporate Governance which not only serve as a benchmark for the corporate sector but also help the Company in achieving the highest standard of corporate governance.

Accordingly, a voluntary disclosure i.e. the report on Corporate Governance as stipulated under regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as Annexure - D’ and forms a part of this report.

As such the Members may note that any omission of any corporate governance provisions shall not be construed as non compliance of the above mentioned regulations.

23. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT :

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is presented in a separate section forming part of the Annual Report.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company believes in the Corporate Social Responsibility as an integral part of its business. Illiteracy and poverty are some of the most critical problems that our country has been facing for years. One of the most effective solutions to solve these is education, but a great margin of people cannot afford to get them self educated. In such a situation, scholarship is that one thing which can not only provide people a financial aid to move on the path of education but also encourage them to choose that path.

This scholarship is provided every year on Pan India Level and applications are to be invited irrespective of any reservations. It has a very simple eligibility criteria and procedure to apply. The main emphasis is on being the students who are deprived and deserving.

The projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company’s CSR policy. The Report on CSR Activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as “Annexure - E” forming part of this Report.

25. LISTINGOFSHARES:

The Equity shares of the Company continued to be listed with and actively traded on The National Stock Exchange of India Limited (NSE) EMERGE [SME Platform].The listing fees for the financial year 2016-2017 has been paid to the Stock Exchange on 24th April, 2017.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in the Annexure - F’ attached to this report, which forms an integral part of this report.

27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the financial year 2016-2017 under review, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which this financial statements relate and date of this report.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During the financial year 2016-2017 under review, no significant and material orders is passed by any of the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

29. CODES OF CONDUCT OF BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODES /POLICIES:

Your Directors are pleased to report that your Company has complied with the:

1. Code of Business Principles and Conduct;

2. Code of Prevention of Insider Trading in Global securities by the designated persons (insider) (as amended from time to time);

3. Code for Vigil Mechanism - Whistle Blower Policy;

4. Code for Independent Directors;

5. Corporate Social Responsibility Policy;

6. Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations, 2015);

7. Policy for determining of ‘material’ Subsidiary (Regulation 16 of the SEBI (LODR) Regulations, 2015);

8. Policy on materiality of related party transaction/s and on dealing with related party transactions (Regulation 23 of the SEBI (LODR) Regulations, 2015); and

9. Policy for determination of materiality, based on specified criteria and accordingly, grant authorisation for determination of materiality of events (Regulation 30 of the SEBI (LODR) Regulations, 2015).

The aforesaid code(s) and policy(ies) are posted and available on the Company’s website www.globaledu.net.in.

30. MATERIAL DEVELOPMENT IN HUMAN RESOURCES:

i) INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees and Visiting Faculties in all areas of operations. The Company has a structured induction process and management development programs / Teacher training workshops to upgrade skills of managers / Faculties. Objective appraisal systems based on Key Result Areas are in place for senior management staff. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organization.

The Company is dedicated to enhance and retain top talent through superior learning and organizational development, as this being the pillar to support the Company’s growth and sustainability in the future.

ii) SEXUAL HARASSMENTOF WOMEN ATTHE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Global Education Limited (“the Company”) has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees etc) are covered under this Policy. During the year 2016

17, the Company has not received any complaint of sexual harassment. The Certificate by Whole Time Director(s) of the Company to that effect is enclosed herewith as an Annexure - G’ and forms part of this report

iii) HEALTH AND SAFETY

The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment. Safety Committee and Apex Committee are available for periodical review on safety, health & environment of all departments.

Regular Training on Safety is being organized for New Joinee, regular employees & contract labour. Mock-drills are conducted for practical exposure to meet emergency need on quarterly basis. Hand book on safety awareness are distributed to all employees.

iv) CODE OF CONDUCT COMPLIANCE

A declaration signed by the Whole Time Directors affirming compliance for the Financial Year 2016-17, with the Company’s Code of Conduct by the Directors and Senior Management as required under Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, as amended, is annexed as a part of the Corporate Governance Report

v) OTH ER DISCLOSU RES

The details regarding Board and its Committee meetings, Declaration by Independent Directors, Remuneration policy for Directors and KMP’s, Induction, training and familiarization programes for Directors including Independent Directors and such other related information has been provided under the Corporate Governance Report, which forms part and parcel of the Board’s Report.

ENCLOSURES:

a) Annex - A : Secretarial Auditors Report in Form No. MR- 3;

b) Annex - B: Extract of Annual Return as of 31st March, 2017 in the prescribed Form No. MGT-9;

c) Annex-C:FormAOC-2;

d) Annex - D:Report on Corporate Governance;

e) Annex - E: Annual Report on Corporate Social Responsibility (CSR) activities together with expenditure details

f) Annex - F : Report on Energy Conservation, Technology Absorption and Foreign Exchanges Earnings and Outgo

g) Annex - G : Certificate on Sexual Harassment of Women at the Workplace and its Prevention, Prohibition & Redressal.

31. ACKNOWLEDGEMENTS:

The Board of Directors place on record their appreciation for the co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a remarkable growth and is determined to poise a rapid and excellent growth in the years to come.

For and on behalf of the Board

RAJEEV CHAND ADITYA BHANDARI

WHOLE TIME DIRECTOR & CFO WHOLE TIME DIRECTOR

DIN:03638608 DIN:07637316

Address: S-3, S-4, A-2, G G Complex, Seminary Address: Flat No. A/502,5th Floor, ShriMohini

Hills, Nagpur-440006, Maharashtra, India Raj Apartment, KhareTown, Dharampeth,

Nagpur440010, Maharashtra, India

Place: Nagpur

Date : 22 May, 2017

---

Mar 31, 2016

The Board of Directors are pleased in presenting the Fifth (5^th) Annual Report of your Company together with the Audited Financial Statements for the year 2015-2016 ended 31^st March 2016.

1. CORPORATE INFORMATION:

The Company - Global Education Private Limited (CIN : U 80301 MH 2011 PTC 219291) is a Private Limited Company incorporated and registered under the Companies Act, 1956. It was incorporated on 30^th June 2011. The Company is providing number of business support services to various organizations, the services includes various business support services to education institutions, Corporate and banks. The company provides services for provision of infrastructural facilities, conduct of online examinations, training including soft skill development, marketing and publicity through various modes like print media, television, etc, advertisement and related services like designing, space management, etc.

It also acts as a supplier for items like IT-equipments and accessories, tools, printed materials, like prospectus, journals, books, stationer items, etc mainly for educational institutions.

The financial performance of the Company for the year 2015-2016 ended on 31^st March 2016 is summarized below :-

_Amount in Rs.

Particulars	Current Financial Year 2015-2016	Previous Financial Year 2014-2015
Revenue from Operation A. Sale of Traded goods B. Sale of Services	38,633,901 94,971,973	49,246,982
Other Income	1,292,307	526,514
Total Income	134,898,181	49,773,496
Total Expenditure (excluding depreciation)	79,086,743	27,370,516
Depreciation and amortization expense	5,461,809	6,002,529
Profit before Tax	50,349,629	16,400,451
Current Tax	14,906,820	6,586,429
Deferred Tax	1,986,789	63,665
Profit After Tax	33,456,020	9,750,357
Earnings Per Share

Basic	3.35	0.98
Diluted	3.35	0.98

- During the current financial year 2015-2016 ended 31^st March 2016, the Company''s total Revenue from operation is Rs. 133,605,874 (Sale of traded goods and Sale of Services) as against of Rs. 49,246,982/- (Sale of Services) in the corresponding previous year ended 31^st March 2015.

- Income from other sources is Rs. 1,292,307/- as against Rs. 526,514/- of the corresponding previous financial year 2014-2015 ended 31^st March 2015.

- The Profit after tax (PAT) for the financial year 2015-2016 ended 31^st March 2016 is Rs. 33,456,020/- as against Profit of Rs. 9,750,357/- of the corresponding previous financial year 2014-2015 ended 31^st March 2015.

- Earnings per share as on 31^st March 2016 is Rs. 3.35 vis a vis Rs. 0.98 as on 31^st March 2015.

2. NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF:

The Company is focusing heavily on paving the way for growth. Besides organic growth, the Company will actively pursue opportunities to make carefully considered business support services to education institutions that support its strategy. The main cornerstones of the Company''s operations are still high profitability with a positive cash flow.

Efforts will continue to be made to develop the Company''s sales and services portfolio to ensure that it can offer increasingly competitive services and solutions for boosting its customers'' business efficiency.

The Company expects demand for its digital infrastructural facilities, operational systems and integration services to remain good, although increased caution on the customer side and lengthening sales cycles may have an effect on future order intake.

The Company continues to seek growth in the State of Maharashtra. The Company expects net sales from number of requisite services for educational and related activities like conduct of online examinations, training including soft skill development to continue to grow.

The Operating profits and net profitability is predicted to remain high, thanks to ongoing streamlining measures and the development of the digitalization & soft skill and training activities.

3. FUTURE PROSPECTS AND STRATEGY :

As a matter of prudent management and with a view to implement concepts based on need of time, economy or otherwise, the Board of Directors of the Company is exploring to expand the existing activities through addition of new services, provision of additional facilities, etc. and all those includes not only services in relation to education based activities but also all such related activities which would otherwise support the education based activities. These activities are treated as an inter-connected activities in the present scenario. As such, the

Board of Directors of the Company considers to enlarge the activities of the Company as prudent and favorable to the growth of the Company.

In view of those anticipated changes with an expected growth in the overall performance of the Company, the Board of Directors of the Company is of the opinion that the Company would be in need of more funds through infusion of capital or otherwise. Accordingly, the Board of Directors is exploring possibilities to approach the Capital Market with relevant changes like broad-base the Board and its Management, expansion of existing activities through addition of new services, provision of facilities, etc.

As such, the Board of Directors of the Company are exploring the avenues and accordingly considering the major changes like increase in capital, broad-base of the Board and its management, conversion of the Company itself into a Public Limited Company.

4. DIVIDEND:

The Company would be in need of own capital to finance the proposed projects meant for future growth of the Company. It is prudent to plough back the profits for the future requirements of the Company and as such, the Board of Directors do not recommend any dividend on equity shares for the financial year 2015-2016 ended 31^st March 2016.

5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

There was no amount liable or due to be transferred to Investor Education and Protection Fund during the financial year 2015-2016 ended 31^st March 2016.

6. TRANSFER TO RESERVES (BALANCE SHEET):

The Net Surplus of the Company stood at Rs. 33,456,020/- for the financial year 2015-2016 ended 31^st March 2016 and the same was carried forward to the Balance Sheet.

7. PUBLIC DEPOSITS:

During the Financial Year 2015-2016 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies act 2013 read with Companies (Acceptance of Deposit) Rules, 2014. As such, no specific details prescribed in Rule (8)1 of the Companies (Accounts) Rules, 2014 (As mended) are required to be given or provided.

8. CHANGES IN CAPITAL STRUCTURE:

During the financial year 2015-2016 under review, the Authorized Capital of Rs. 1,00,00,000/-(Rupees One Crore) divided into 1,00,00,000 (One Crore) Equity Shares of Re. 1/- (Rupee One) each be increased to Rs. 1,05,00,000/- (Rupees One Crore Five Lakh) divided into

1,00,00,000 (One Crore) Equity Shares of Re. 1/- (Rupee One) and 5,00,000 (Five Lakh) Zero Percent (0%) Redeemable Non Cumulative Non Convertible Non Participating Preference Shares of Re.1/- each.

During the Financial Year 2015-2016, the Company has issued and allotted :-

a) 96,00,000 (Ninety Six Lakh) Equity Shares of Re.1/- each aggregating to Rs.96,00,000/-as Bonus Equity Shares through capitalization of surplus profit or reserves to the existing Shareholders on 21^st December 2015.

b) 2,50,000 (Two Lakh Fifty Thousand) Zero Percent (0%) Redeemable Non Cumulative Non Convertible Non Participating Preference Shares of Re.1/- each aggregating to Rs.2,50,000/- on 20^th January 2016.

And accordingly, the issued, subscribed and paid-up Capital (Equity and Preference Share Capital) of the Company stood at Rs. 1,02,50,000/- as on 31^st March 2016.

9. DETAILS OF ASSOCIATE, JOINT VENTURES AND SUBSIDIARY COMPANIES:

The Company has no Subsidiary Company within the meaning of Section 2(87) of the Companies Act, 2013. Also, the Company has no Associate Company within the meaning Section 2(6) of the Companies Act, 2013.

10. BOARD OF DIRECTORS:

Mr. Rajeev Chand (DIN : 03638608) and Ms. Dhanashri Khushal Chilbule (DIN : 05278381) are the Directors on the Board at the beginning of the financial year. However, during the financial year under review there is a change in the constitution of Board of Directors of the Company as under:

i) Mr. Surendra Kable (DIN : 06968420) was appointed as an Additional Director of the Company effective 4^th March 2016. By virtue of provisions of Section 161 of Companies Act, 2013, his term expire at the ensuing Fifth (5^th) Annual General Meeting of the Company. The Members are requested to approve his appointment as recommended by the Board and mentioned in the Notice convening the Fifth (5^th) Annual General Meeting of the Company.

ii) Ms. Dhanashri Khushal Chilbule (DIN : 05278381) ceased to be a Director of the Company effective 4^th March 2016. The Board of Directors would like to record their appreciation for the services rendered by her during her tenure as a Director of the Company.

Apart from above, there is no change in the constitution of the Board of Directors of the Company during the financial year under review.

11. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that : -

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. MEETINGS:

The Board of Directors of the Company duly met Fifteen (15) times during the financial year 2015-2016 under review. The details are as follows:-

(1) 01.04.2015, (2) 30.04.2015, (3) 30.05.2015, (4) 10.06.2015, (5) 24.09.2015, (6) 16.11.2015, (7) 30.11.2015, (8) 02.12.2015, (9) 21.12.2015, (10) 15.01.2016, (11) 20.01.2016, (12) 08.02.2016, (13) 04.03.2016, (14) 23.03.2016 and (15) 31.03.2016 in respect of which proper notices were given and proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

13. COMMITTEE:

The Company was neither required to constitute any committee nor has formed any committee under the provisions of the Companies Act, 2013 read with the Rules made there under.

14. STATUTORY AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 139, 141, 142 of the Companies Act, 2013 read with the Rules made there under, M/s. Dheeraj Kochar & Co., (Firm Registration No. 125864W), Chartered Accountants, Mumbai, have been recommended by the Board of Directors of the Company to be appointed as the Statutory Auditors of the Company at the ensuing Fifth (5^th) Annual General Meeting of the Company to hold office from the conclusion of the Fifth (5^th) Annual General Meeting to be held for the financial year 2015-2016 until the conclusion of the Tenth (10^th) Annual General Meeting of the Company for financial year 2020-2021, subject to ratification of their appointment at every AGM, on such remuneration as agreed between the Board and the said Auditors, plus Service tax (as applicable) and out of the pocket expenses, if any, incurred in connection with the Audit of Financial Statements of the Company.

The Statutory Auditors have furnished a Certificate of Consent, qualification and eligibility for their appointment including re-appointment under Section 139 and 141 of the Companies Act, 2013 read with rules and regulations made there under.

The Auditor''s Report submitted by M/s. Dheeraj Kochar & Co., (Firm Registration No. 125864W), Chartered Accountants, Mumbai, the Statutory Auditors of the Company to the shareholders for the financial year 2015-2016 ended 31^st March 2016 do not contain any qualification. The observations made by the Statutory Auditors in their report are self-explanatory and have also been further amplified in the Notes to the Account and as such do not call for any explanations.

During the financial year 2015-2016 under review:

a) There is no fraud occurred, noticed and/or reported by the Statutory Auditor under Section 143(12) (of the Companies Act 2013 read with Companies (Audit & Auditors) Rules 2014 (as amended).

b) The observations made by the Statutory Auditors on the financial statements for the financial year 2015-2016 under review including the affairs of the Company are self explanatory and do not contain any qualification reservation adverse remarks or disclaimer thereof.

As such, no specific information details or explanations required to be given or provided by the Board of Directors of the Company.

15. PERSONNEL/PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. Further, the report and the accounts are being sent to the members excluding the Statement of particulars of Employees. In terms of Section 136 of the Act, the said Statement is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company at its Registered Office, whereupon a copy would be sent to the concerned.

16. EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, (as amended) is furnished in the ''Annex - A'' attached to this report, which forms an integral part of this report.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT, 2013:

During the financial year 2015-2016 under review, the Company has not made any investments nor has given any guarantees in accordance with the provisions of Section 186 of the Companies Act, 2013. However, the Company had granted loan, details of which are as follows:

S L N o	Details of Loan	Amount	Purpose for which the loan is to be utilized by the recipient	Time period for which it is given	Date of BR	Date of SR (if reqd)	Rate of Interest	Secur ity
1	Gaya Railway Infra Private Limited	25,00,000 Dt.25.06. 2015	Business purpose	12 Months	01/04 /2016	26.03.2 015	12% in 1st & 2nd Quarter 8% in 3rd & 4th Quarter	--

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

During the financial year 2015-2016 under review the Company has not entered into any related party transactions under Section 188 of the Companies Act, 2013 either at/or not at arm length basis in the ordinary course of business. Hence, the requisite details in Form No. AOC-2 is not applicable.

19. CORPORATE GOVERNANCE:

GLOBAL EDUCATION PRIVATE LIMITED (GEPL) firmly believes that Corporate Governance is about upholding the highest standard of ethics, integrity, transparency and accountability in conducting affairs of the Company, so as to disseminate transparent information to all stakeholders. GEPL philosophy of Corporate Governance is founded on the pillars of fairness, accountability, disclosures and transparency. These pillars have been strongly cemented which is reflected in your Company''s business practices and work culture. The sound governance processes and systems guide the Company on its journey towards continued success. Your Company is committed to sound principles of Corporate Governance with respect to all of its procedures, policies and practices. The governance processes and systems are continuously reviewed to ensure highest ethical and responsible standards being practiced by your Company. Comprehensive disclosures, structured accountability in exercise of powers, adhering to best practices and commitment to compliance with regulations and statutes in letter as well as spirit have enabled your Company to enhance shareholder value. In fact, this has become an integral part of the way the business is done.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company believes in the Corporate Social Responsibility as an integral part of its business. Though not mandatory under the provisions of applicable legislations, the Company through its Board of Directors exploring the activities for which the Company could spend a portion of profitability towards the Corporate Social Responsibility.

During the financial year under review, the Company could not identified any such CSR activity and accordingly, no sum has been spend towards the same.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption and foreign exchange earnings / outgo is furnished in the ''Annex - B'' attached to this report, which forms an integral part of this report.

22. RISK MANAGEMENT POLICY:

In today''s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Company does not have any Risk Management Policy as the elements of risk threatening the Company''s existence is negligible or are very minimal.

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the financial year 2015-2016 under review, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which this financial statements relate and date of this report.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

During the financial year 2015-2016 under review, no significant and material orders is passed by any of the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:-

The Company has in place adequate internal control systems and procedures commensurate with the size and nature of business. These procedures are designed to ensure :-

(a) that all assets and resources are used efficiently and are adequately protected;

(b) that all the internal policies and statutory guidelines are complied with; and

(c) the accuracy and timing of financial reports and management information is maintained.

26. ACKNOWLEDGEMENTS:

The Board of Directors are grateful to the Government, Semi-Government, Statutory Bodies and the Company''s Banker/s for their continued co-operation and assistance during the financial year under review.

The Board of Directors also wish to place on record their appreciation for the sincere and dedicated efforts put in by all the concerned including the employees of the Company for their support and commitment to ensure that the Company continues to grow.

For and on behalf of the Board

Rajeev Chand Surendra Kable

Director Director

DEM: 03638608 DIN: 06968420

ADD: S-3, S-4, A-2, G G Complex, ADD: Plot No 24 A Ring Road,

Seminary Hills, Near Omkar Nagar, Parvati Nagar

Nagpur- 440006 S.O, Nagpur, 440027

Place: Mumbai Date : 25^th August 2016