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Global Education Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

The Board of Directors of the Company hereby present the Fifteenth (15th) Annual Report together with the Audited Financial Statements
(Standalone & Consolidated) of the Company for the year 2025-2026 ended 31st March 2026 ("year under review/ FY 2025-2026").

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

The financial performance of the Company for the year 2025-2026 ended on 31st March 2026 is summarized below:

Amount in '' Lacs

Particulars	Standalone		Consolidated
	Current Financial Year 2025-2026	Previous Financial Year 2024-2025	Current Financial Year 2025-2026	Previous Financial Year 2024-2025
Revenue from Operations
A. Sale of Traded Goods	3,424.30	2,265.88	3,424.22	2,265.81
B. Sale of Services	5,480.88	4,536.95	5,961.17	4,962.24
Total Revenue from Operations	8,905.18	6,802.83	9,385.38	7,228.05
Other Income	317.45	340.75	276.50	313.38
Total Income	9,222.63	7,143.58	9,661.89	7,541.44
Total Expenses	5,907.69	3,748.35	6,254.01	4,096.48
Profit Before Depreciation, Interest and Tax (PBDIT)	3,714.42	3,719.31	3,970.13	4,056.25
Finance Cost	0.29	-	0.29	-
Depreciation and Amortization Expense	399.19	324.07	447.83	358.92
Profit Before Share of Profit/(Loss) of Associate/JV, Exceptional Items and Tax	_-	_-	3,407.87	3,444.95
Share of Profit from Associate/JV	-	-	114.13	252.38
Profit Before Exceptional and Extra Ordinary Items & Tax	3,314.93	3,395.24	3,522.00	3,697.33
Exceptional Items / Net (Loss) / Gain	-	-	-	-
Tax Expense:
Current Tax	851.11	864.80	875.37	893.51
Deferred Tax	2.07	1.01	5.05	(11.04)
Income Tax relating to earlier year	(8.28)	8.92	(8.03)	6.18
Net Profit for the Year after Tax before Share of Profit/(Loss) in Associate/JV	2,470.04	2,520.50	2,535.49	2,556.29
Profit/(Loss) from Associate/JV	-	-	114.13	252.38
Net Profit for the Year	2,470.04	2,520.50	2,649.62	2,808.67
Net Profit attributable to Owners of the Parent	-	-	2,651.77	2,819.33
Non-controlling Interest	-	-	(2.15)	(10.65)
Other Comprehensive Income / (Loss), net of tax	(6.81)	(1.07)	(6.81)	(1.07)
Total Comprehensive Income for the Period	2,463.23	2,519.43	2,642.81	2,807.60
Earnings Per Share :
Basic	4.85	4.95	5.21	5.54
Diluted	4.85	4.95	5.21	5.54

(a) Financial Performance :

(i) Standalone Financial Highlights

â¢ During the current financial year 2025-26 ended 31st March, 2026, the Company''s total Revenue from Operations stood at ^8,905.18
Lakhs, comprising Sale of Traded Goods and Sale of Services, as against ^6,802.83 Lakhs in the corresponding previous financial year
2024-25 ended 31st March, 2025.

â¢ Income from other sources stood at ^317.45 Lakhs as against ^340.75 Lakhs in the corresponding previous financial year 2024-25 ended
31st March, 2025.

â¢ Total Comprehensive Income for the financial year 2025-26 ended 31st March, 2026 stood at ^2,463.23 Lakhs as against ^2,519.43 Lakhs
in the corresponding previous financial year 2024-25 ended 31st March, 2025.

â¢ Earnings per share as on 31st March, 2026 stood at ^4.85 as against ^4.95 as on 31st March, 2025.

ii) Consolidated Financial Highlights

â¢ During the current financial year 2025-26 ended 31st March, 2026, the Company''s total Revenue from Operations stood at ^9,385.38
Lakhs, comprising Sale of Traded Goods and Sale of Services, as against ^7,228.05 Lakhs in the corresponding previous financial year
2024-25 ended 31st March, 2025.

â¢ Income from other sources stood at ^276.50 Lakhs as against ^313.38 Lakhs in the corresponding previous financial year 2024-25 ended
31st March, 2025.

â¢ Total Comprehensive Income for the financial year 2025-26 ended 31st March, 2026 stood at ^2,642.81 Lakhs as against ^2,807.60 Lakhs
in the corresponding previous financial year 2024-25 ended 31st March, 2025.

â¢ Earnings per share as on 31st March, 2026 stood at ^5.21 as against ^5.54 as on 31st March, 2025.

(b) TRANSFER TO RESERVES (BALANCE SHEET):

As per Standalone financials, the net movement in the reserves of the Company as at 31 March 2026 (FY 2025- 2026) [Previous Year ended 31

March 2025 (FY 2024-2025)1 is as follows :-

S. No.	Particulars - Standalone	Financial Year 2025 - 2026	Financial Year 2024 - 2025
Amount in '' Lacs
01	Capital Redemption Reserve	2.50	2.50
02	Securities Premium Reserve	879.70	879.70
03	Share Based Payment Reserve	10.89	-
04	Surplus in Statement of Profit & Loss	10428.86	8474.64
	Total Reserve & Surplus	11321.95	9356.84

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.

Your Directors recommended a final dividend @ 25% (Twenty Five Percent) i.e. Rs.0.50/- [Fifty Paisa Only] per equity share of face value of
Rs.2/- (Rupees Two) each to be appropriated from the profits of the year 2025- 2026, subject to the approval of the shareholders (members)
at the ensuing Fifteenth (15th) Annual General Meeting and will be paid to those members whose names appear on the Register of Members
on Friday, the 17th July, 2026.

Cumulatively, the company has declared/ recommended a Total Dividend under review comprising of Interim Dividend @ 25% i.e Rs.0.50/-
(Fifty Paise Only) per Equity Share of face value of Rs.2/- each and Final Dividend @ 25% i.e. [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 Fifteenth (15th) 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 of Services of ^3,083.52 Lakhs during the
financial year, compared to ^3,601.51 Lakhs in the preceding financial year, on a standalone basis. This segment reported a decrease of
14.38% in performance during the year under review.

? BUSINESS SUPPORT ACTIVITIES : The Company achieved Gross Value of Trading and Support Activities of ^5,821.66 Lakhs during the
financial year, compared to ^3,201.32 Lakhs in the preceding financial year, on a standalone basis. The Business Support Activities segment
demonstrated an increase of 81.85% during FY 2025-26.

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 2025-2026 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 2025-2026 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, the Company incurred capital expenditure of ^533.52 lakhs towards Property, Plant and Equipment and
Intangible Assets, mainly for expansion in the Supply of Infrastructure and Other Services operations and for enhancing operational efficiencies.

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

During the financial year 2025-2026 under review, the Company has not acquired any Subsidiary, Associate or entered into Joint Venture with
any Company.

(vi) NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF:

During the financial year 2025-2026 under review, the Company continued to operate within its existing line of business in the education
services segment. During the year, the Board approved the introduction of structured student-centric service offerings within the existing
operational framework of the Company, comprising, inter alia, student enrollment assistance and admission facilitation services, counselling,
guidance and student support services, and ancillary support services such as supply of educational materials, stationery and uniforms, as
may be required. The said initiative represents an addition and expansion of the Company''s existing service offerings and is aimed at
enhancing value-added services to students while creating additional revenue streams and strengthening the overall service portfolio of the
Company.

(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 2025-2026 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

During the Financial Year 2025-2026 under review, there was no instance of revision of the Financial Statements or the Board''s Report of the
Company in respect of any previous financial year under the applicable provisions of the Companies Act, 2013.

Accordingly, no disclosure is required to be made in this regard.

2. CHANGES IN SHARE CAPITAL AND DEBT STRUCTURE:

During the financial year 2025-2026 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 2025-2026	Previous Financial Year 2024-2025
	Amount in Rs.
Authorised Share Capital
FY [2025- 2026] 5,97,50,000 Equity Sares of face value of Rs. 2/- (Rupees Two) each	11,95,00,000	11,95,00,000
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
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 [2025 - 2026] 5,09,01,500 Equity Shares of face value of Rs. 2/- (Rupees Two) each
FY [2024 - 2025] 5,09,01,500 Equity Shares of face value of Rs. 2/- (Rupees Two) 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 has implemented âGEL Employee Stock Option Plan 2025" (âESOP 2025" / âScheme") pursuant to the approval of
the members obtained through Postal Ballot on 29th May 2025 in accordance with the provisions of Section 62(1)(b) of the
Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014 and the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (âSEBI SBEB Regulations").

Under the Scheme, the Company is authorised to grant up to 5,09,015 Employee Stock Options convertible into equivalent
number of Equity Shares of face value of Rs. 2/- each, representing 1% of the issued, subscribed and paid-up equity share capital
of the Company, to the eligible employees of the Company.

The objective of the Scheme âGEL Employee Stock Option Plan 2025'' is to enable the Company to attract and retain appropriate
human talent and encourage value creation and value sharing with the employees by aligning the interests of the employees with
the long-term interests of the Company.

The disclosures as required under Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and Regulation 14 of
the SEBI SBEB Regulations are available on the website of the Company at www.globaledu.net.in.

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 2025-2026 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 2026.

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

During the Financial Year 2025-2026 under review, the Company has not issued any debentures, bonds, warrants, non-convertible
securities or any other debt instruments.

Further, as on the date of this Report, the Company does not have any outstanding debentures, bonds, warrants, non-convertible
securities or other debt securities..

3. CREDIT RATING :

During the Financial Year 2025-2026 under review, the Company had neither issued any debt instruments, non-convertible securities,
commercial papers or plain vanilla bonds nor availed any borrowings requiring credit rating from any credit rating agency.
Accordingly, the Company was not required to obtain any credit rating during the year under review.

4. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to the provisions of Sections 123 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rules"), dividends and other amounts remaining unclaimed or
unpaid for a period of seven (7) consecutive years from the date they became due for payment are required to be transferred to the
Investor Education and Protection Fund (âIEPF") administered by the Central Government.

During the Financial Year 2025-2026 under review, there was no amount which was required to be transferred by the Company to the
Investor Education and Protection Fund (IEPF).

5. 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 :

â¦ CHANGES AMONGST THE INDEPENDENT DIRECTORS :-

During the Financial Year 2025-2026 under review, the following changes took place amongst the Key Managerial Personnel (âKMP")
of the Company:

1. Mr. Hemant Daga resigned from the position of Chief Financial Officer (âCFO") and Key Managerial Personnel of the Company with
effect from 04th November, 2025. The Board of Directors placed on record its sincere appreciation for the valuable services and
contribution rendered by him during his tenure with the Company.

2. Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee,
appointed Mr. Anshul Lalit Jain as the Chief Financial Officer (âCFO") and Key Managerial Personnel (âKMP") of the Company with
effect from 05th November, 2025.

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. Anshul Lalit Jain : Chief Financial Officer

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

â¦ CHANGES AMONGST THE INDEPENDENT DIRECTORS :

(i) Re-appointment of Ms. Chithra Variath Ranjith [DIN: 03222013] ,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, 20th May 2026 up to 19th
May, 2031. "as an Independent Director of the Company

(ii) 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.

(iii) Appointment of Mr. Jitendra Paras Tatiya [DIN: 01319075], as a Director [Category - Non-executive, Independent] of the
Company not liable to retire by rotation, for a fixed first term of Three (03) consecutive years i.e, from 16th April 2025 up to 15th
April, 2028."as an Independent Director of the Company.

(iv) Appointment of Mrs. Jayashri Shashibhushan Bhake [DIN: 11297924] as a Director [Category - Non-executive, Independent] of
the Company not liable to retire by rotation, for a fixed first term of Three (03) consecutive years i.e, from 26th September ,2025
up to 25th September, 2028 as an Independent Director of the Company.

(v) Noting the Resignation of Ms. Shunali Kunal Nagarkatti [DIN: 08414855] Director (Category : Non - Executive, Independent)
vide resignation letter dated April 11,2025, has tendered her resignation , from the close of working hours on Wednesday, April
16, 2025 citing on account of increase in ongoing professional commitments. Consequently, she also ceased to be a Member of
the Audit Committee, Nomination & Remuneration 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 places on record its
sincere appreciation for the valuable guidance, leadership and contributions of Ms. Shunali Kunal Nagarkatti during her tenure
as Director (Category : Non - Executive, Independent) of the Company.

â¦ PROPOSED CHANGES RELATED TO DIRECTOR/S TO BE PLACED BEFORE THE MEMBERS FOR THEIR APPROVAL :

(i) Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification
of Directors) Rules, 2014 and the Articles of Association of the Company, Mr. Aditya Praneet Bhandari, Whole-Time Director
(Category: Non-Independent, Executive), is liable to retire by rotation at the ensuing Fifteenth (15th) Annual General Meeting
(âAGM") of the Company and, being eligible, has offered himself for re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee and considering his experience, expertise,
leadership and continued valuable contribution to the growth and operations of the Company, the Board of Directors
recommends his re-appointment to the Members for approval at the ensuing Fifteenth (15th) Annual General Meeting of the
Company

(ii) The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, recommends the
continuation of directorship of Mr. Gururaj Vasantrao Karajagi (DIN: 01330419) as Chairman and Non-Executive NonÂ¬
Independent Director of the Company beyond the age of seventy-five (75) years, subject to the approval of the Members of the
Company, pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI
Listing Regulations").

Mr. Gururaj Vasantrao Karajagi will attain the age of seventy-five (75) years on 24th May, 2027. Considering his rich experience,
leadership, guidance and continued contribution towards the growth and governance of the Company, the Board is of the
opinion that his continued association on the Board would be beneficial and in the best interests of the Company and its
stakeholders.

Accordingly, approval of the Members by way of Special Resolution is being sought at the ensuing Fifteenth (15th) Annual
General Meeting for continuation of his directorship beyond the age of seventy-five (75) years in compliance with Regulation
17(1A) of the SEBI Listing Regulations.

The Company has received necessary disclosures and confirmations from Mr. Gururaj Vasantrao Karajagi pursuant to the
applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations and he is not disqualified from continuing as
Director of the Company.

(iii) The first term of Mr. Inder Krishen Bhat (DIN: 08901891), as a Director (Category - Non-Executive, Independent) of the Company,
shall expire at the conclusion of the ensuing Fifteenth (15th) Annual General Meeting of the Company.

Pursuant to Sections 149, 150 and 152 of the Companies Act, 2013 (âthe Act") read with Schedule IV to the Act, the Companies
(Appointment and Qualification of Directors) Rules, 2014 (as amended) and the applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulations"), the Board of Directors, on the
recommendation of the Nomination and Remuneration Committee, recommends the re-appointment of Mr. Inder Krishen Bhat
as a Director (Category - Non-Executive, Independent), not liable to retire by rotation, for a second consecutive term of Two (2)
years commencing from the conclusion of the Fifteenth (15th) Annual General Meeting up to the conclusion of the Seventeenth
(17th) Annual General Meeting of the Company.

Mr. Inder Krishen Bhat will attain the age of seventy-five (75) years on 13th April, 2028 and accordingly, approval of the Members
by way of Special Resolution is also being sought pursuant to Regulation 17(1A) of the SEBI Listing Regulations for continuation
of his directorship beyond the age of seventy-five (75) years till the expiry of his proposed second term.

The Company has received a declaration from Mr. Inder Krishen Bhat confirming that he meets the criteria of independence as
provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

(iv) The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, recommends the reÂ¬
appointment of Mr. Aditya Praneet Bhandari (DIN: 07637316) as Whole-Time Director (Category - Non-Independent, Executive),
designated as Key Managerial Personnel of the Company, liable to retire by rotation, for a further period of Five (5) years with
effect from 16th March, 2027 up to 15th March, 2032, subject to the approval of the Members of the Company pursuant to the
applicable provisions of the Companies Act, 2013 read with Schedule V thereto and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (âSEBI Listing Regulations").

Considering his experience, leadership, strategic vision and continued contribution towards the growth and operations of the
Company, the Board is of the opinion that his re-appointment would be beneficial and in the best interests of the Company and
its stakeholders.

Accordingly, approval of the Members by way of Special Resolution is being sought at the ensuing Fifteenth (15th) Annual
General Meeting for his re-appointment as Whole-Time Director of the Company.

The Company has received necessary disclosures and confirmations from Mr. Aditya Praneet Bhandari pursuant to the
applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations and he is not disqualified from being reÂ¬
appointed as Director of the Company.

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

The Company has received necessary declarations / disclosures from each Independent Directors of the Company under Section
149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations that they fulfil the criteria of Independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and have also confirmed that they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external influence.

The Independent Directors have also confirmed that they have registered themselves with the Independent Director''s Database
maintained by the Indian Institute of Corporate Affairs. All the Independent Directors have qualified the online proficiency selfÂ¬
assessment test or are exempt from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014.

All members of the Board and Senior Management have affirmed compliance with the Code of Conduct for Board and Senior
Management for the financial year 2025-26.

Each of the Directors of the Company have confirmed that he / she is not debarred from holding the office of director by virtue of any
order by SEBI or any other authority.

Further, based on these disclosures and confirmations, the Board is of the opinion that the Directors of the Company are
distinguished persons with integrity and have necessary expertise and experience to continue to discharge their responsibilities as
the Director of the Company.

During the Financial Year under review, the Non-Executive Directors of the Company had no material pecuniary relationship or
transactions with the Company other than payment of sitting fees, commission and reimbursement of expenses, wherever applicable,
in the ordinary course of business.

â¦ DISQUALIFICATIONS OF DIRECTORS :

During the Financial Year 2025-2026 under review, the Company has received necessary declarations and disclosures that ; None of
the Director of the Company are disqualified from being appointed as a Director, continue to act as a Director, as specified under
section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014
(including any statutory modification(s) and or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by
the Securities and Exchange Board of India (âSEBI"), Ministry of Corporate Affairs (âMCA") or any other such statutory authority.

The Company has also received a certificate from CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No.
FCS 10054, Certificate of Practice No. 12917 and Peer Review Certificate No. 1838/2022), confirming that none of the Directors on the
Board of the Company as on 31st March, 2026 is disqualified from being appointed or continuing as Director in terms of Section 164
of the Companies Act, 2013.

â¦ DIRECTOR E-KYC

Pursuant to the requirement prescribed under the Companies (Appointment and Qualification of Directors) Rules, 2014, the Directors
with active Director Identification Number need to file an eForm DIR-3 KYC annually on the MCA portal verifying their mobile number
and personal e-mail address.

All the Directors of the Company have complied with the KYC registration on the MCA portal for the FY 2025-26.

â¦ DIRECTORS & OFFICERS LIABILITY INSURANCE

The Directors and Officers (D&O) insurance is liability insurance which covers or protects Directors, Officers and Employees of the
Company from claims which may arise from decisions and actions taken while serving their duty.

During the FY 2025-26, the Company has taken Directors & Officers Liability Insurance for all its Board of Directors for such quantum
and risks as determined by the Board

â¦ SUCCESSION PLANNING

The Nomination and Remuneration Committee and the Board maintain a proactive, continuous oversight of succession planning
and leadership transitions. At the Board level, this involves a systematic and ongoing evaluation of composition and expertise to
ensure that desired skill sets are maintained and potential vacancies are addressed well in advance.

Similarly, for Senior Management, including both business and assurance functions, the review process ensures leadership depth and
continuity up to two levels below the Managing Director/ Whole Time Director. By identifying and preparing successors before
positions actually become vacant, the organization ensures a smooth, seamless transition that preserves institutional stability.

â¦ MEETINGS OF BOARD OF DIRECTORS :

During the Financial Year 2025-2026, Eight (08) Meetings of the Board of Directors of the Company were held on( 1) 16th April 2025
(2) 16th May 2025 (3) 04th August 2025 (4) 26th September 2025 (5) 03rd November 2025 (6) 16th December 2025 (7) 11th February
2026and (8) 27th March 2026.

The gap between any two consecutive meetings did not exceed the maximum period prescribed under Section 173 of the Companies
Act, 2013 read with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
Secretarial Standard - 1 on Meetings of the Board of Directors issued by the Institute of Company Secretaries of India.

The details relating to the composition of the Board, attendance of Directors and meetings of the Board are provided in the Corporate
Governance Report forming part of this Annual Report.

â¦ COMMITTEE OF THE BOARD OF DIRECTORS :

As on 31st March, 2026, the Board of Directors of the Company had constituted various statutory committees in accordance with the
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for effective
governance and focused supervision of specific areas of business and operations.

The Committees constituted by the Board include :

â¢ Audit Committee;

â¢ Nomination and Remuneration Committee;

â¢ Corporate Social Responsibility (CSR) Committee; and

â¢ Stakeholders'' Relationship Committee.

These Committees function within their respective terms of reference approved by the Board and play an important role in
strengthening governance standards, transparency, accountability and overall oversight mechanisms within the Company.

A detailed disclosure relating to the composition of the Board and its Committees, terms of reference, meetings held and attendance
of the Directors forms part of the Corporate Governance Report annexed to this Annual Report.

The Board may also constitute such other Committees, as may be considered necessary from time to time, for carrying out specific
functions, responsibilities and business requirements of the Company.

â¦ RECOMMENDATIONS OF AUDIT COMMITTEE :

During the Financial Year 2025-2026 under review, all recommendations made by the Audit Committee were accepted and approved
by the Board of Directors of the Company.

Accordingly, there was no instance during the year wherein the Board had not accepted any recommendation of the Audit Committee
and therefore no disclosure in this regard is required under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

â¦ NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY :

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulations"), the Company has in place a Nomination, Remuneration
and Board Diversity Policy as recommended by the Nomination and Remuneration Committee & approved by the Board of Directors.
The Policy lays down the criteria for determining qualifications, skills, expertise, positive attributes, integrity and independence of
Directors and also covers the criteria for appointment, re-appointment, remuneration, evaluation and succession planning of
Directors, Key Managerial Personnel (âKMP") and Senior Management Personnel of the Company.

The Policy further provides for an appropriate balance of skills, experience, knowledge, diversity and independence on the Board and
aims at ensuring a transparent and merit-based selection process for appointment to the Board and Senior Management positions.
The performance evaluation criteria for the Board, Committees and individual Directors are also covered under the said Policy.

The Nomination and Remuneration Committee and the Board periodically review the Policy and its implementation to ensure
alignment with the evolving business requirements, governance standards and regulatory framework.

The detailed Nomination, Remuneration and Board Diversity Policy is available on the website of the Company at
https://globaledu.net.in/inves-info/code-policies/Nomination-Remuneration-Policy.pdf

â¦ BOARD EVALUATION :

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with the applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulations"), the Company has in place a structured
framework and policy for evaluation of the performance of the Board of Directors, its Committees and individual Directors including
Independent Directors.

The Nomination and Remuneration Committee (âNRC") has laid down the criteria and process for performance evaluation of the
Board, Committees and Directors, which includes evaluation of, inter alia, composition of the Board and Committees, participation
and contribution in meetings, effectiveness of decision making, governance standards, strategic guidance, business oversight,
professional conduct, independence, integrity, accountability and overall functioning of the Board and its Committees.

During the Financial Year under review, the annual performance evaluation of the Board, Board Committees and individual Directors
including Independent Directors was carried out through a structured evaluation mechanism and questionnaires in accordance with
the aforesaid policy and the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated.
The Independent Directors also reviewed the performance of the Chairperson, Non-Independent Directors and the Board as a whole
at their separate meeting held during the year.

The Securities and Exchange Board of India (âSEBI") vide its Guidance Note on Board Evaluation issued through Circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5th January, 2017 was also considered while carrying out the evaluation process.

The evaluation process provided valuable feedback on various aspects of the functioning of the Board and its Committees including
Board composition, governance practices, strategic oversight, flow of information, compliance management, risk management and
internal control systems. The Directors expressed satisfaction with the evaluation process and outcome, which reflected the overall
effectiveness, engagement and commitment of the Board and its Committees towards the growth and governance of the Company.
The disclosures required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 form part of this Board''s Report.

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 2025-2026 :

Name of the Director	Designation	#Ratio to Median Remuneration
Mr. Aditya Bhandari	Whole Time Director	14.61:1

# Median Remuneration Including WTD

b. The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary in the financial year
2025-2026:

Name of the Directors & KMPs other than Directors	Designation	Annual [%] Increase in remuneration in the financial year 2025- 2026
*Mr. Hemant Daga	Chief Financial Officer (CFO)	Not comparable, as he was in service as Chief Financial Officer for part of the year
Mr. Aditya Bhandari	Whole Time Director	20.55%
Ms. Preeti Pacheriwala	Company Secretary & Compliance Officer	9.57%
$Mr. Anshul Lalit Jain	Chief Financial Officer (CFO)	Not comparable, as he was in service as Chief Financial Officer for part of the year

â¢ Resignation of Mr. Hemant Daga as the chief financial officer (CFO) - Designated Key Managerial Personnel (KMP) of the Company;

effective November 04, 2025

$ Appointment of Mr. Anshul Lalit Jain as the chief financial officer (CFO) - Designated Key Managerial Personnel (KMP) of the Company;

effective 05th November 2025

c) The percentage decrease in the median remuneration of employees including Whole Time Director in the Financial Year 2025-26
ended 31 March, 2026 is (5.41%). & percentage decrease in the median remuneration of employees excluding Whole Time Director is (4.83% ).

d) The number of permanent employees on the rolls of Company as on 31 March, 2026: 326

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:

â¢ The average percentage increase in the salary of the Company''s employee excluding Managerial Personnel was 20.49%. The
percentage increase in salary of Managerial personnel during the period was 16.58%.

â¢ 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 2025-2026	74.49 Lacs
Total Revenue (? in Rupees)	9222.63 Lacs
Remuneration of KMPs (as % of revenue)	0.81 %
Profit before Tax (PBT) ('' in Rupees)	3314.94 Lacs
Remuneration of KMP (as % of PBT)	2.25 %

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 2026
Market Capitalization	47246.77 Lakhs
Price Earnings Ratio	19.14 Times

Since 31st March, 2026 was a trading holiday, the closing price of the Company''s equity shares on NSE on the last trading day
immediately preceding the financial year end, i.e. 30th March, 2026, was ^92.82 per share.

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. Information required pursuant to Section 197 of the Companies Act, 2013 (âthe Act") read with Rule 5(1) and Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Board''s Report.

In terms of the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report and Financial Statements are being sent to

the Members of the Company excluding the statement containing particulars of employees as required under Rule 5(2) and Rule 5(3)
of the aforesaid Rules. The said statement is available for inspection by the Members through electronic mode up to the date of the
ensuing Fifteenth (15th) Annual General Meeting of the Company. Any Member interested in obtaining a copy of the same may write
to the Company Secretary at the Registered Office of the Company.

During the Financial Year under review, none of the employees of the Company was related to any Director of the Company. Further,
none of the employees held, either individually or together with his/her spouse and dependent children, more than two percent (2%)
of the Equity Share Capital of the Company.

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

The Company does not have a Holding Company within the meaning of Section 2(46) of the Companies Act, 2013. Accordingly, the
disclosure requirements under Section 197(14) of the Companies Act, 2013 read with the applicable Rules framed thereunder relating
to receipt of remuneration or commission by a Managing Director or Whole-Time Director from the Holding Company are not
applicable to the Company.

Further, during the Financial Year 2025-2026 under review, none of the Directors of the Company received any remuneration or
commission from any Subsidiary Company of the Company.

â¦ 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.

â¦ INTERNAL AUDITORS AND INTERNAL CONTROL SYSTEM & ITS ADEQUACY :

The Company has in place an adequate and effective internal control system commensurate with the size, scale, nature and
complexity of its business operations. The internal control framework is designed to ensure orderly and efficient conduct of business,
safeguarding and protection of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting
records, reliability of financial reporting and timely compliance with applicable laws, rules, regulations and internal policies.

The internal control systems and procedures of the Company are aimed at ensuring, inter alia:

(a) efficient utilization and protection of assets and resources of the Company;

(b) compliance with applicable statutory laws, regulations, internal policies and standard operating procedures;

(c) accuracy, completeness & timely preparation of financial statements, operational data and management information reports; and

(d) effective risk assessment, monitoring and mitigation across business operations.

The Company has appointed independent Internal Auditors to periodically review and evaluate the adequacy and effectiveness of
internal financial controls, operational processes, compliance mechanisms, governance systems and risk management practices
across various functional areas of the Company. The internal audit function focuses on reviewing internal controls, assessment of
operational and business risks, compliance framework and adherence to standard operating procedures and established business
processes.

The Audit Committee of the Board of Directors regularly reviews the adequacy and effectiveness of the internal control systems and
internal audit framework and provides guidance for strengthening the same wherever necessary. The Company also has a robust
Management Information System (MIS) and monitoring framework which facilitates informed decision-making and effective
supervisory and control mechanisms.

The Internal Auditors periodically submit their audit reports, observations and recommendations to the Audit Committee and the
management. Significant audit findings, corrective actions and implementation status are reviewed by the Audit Committee on a
regular basis to ensure continuous improvement in internal controls, operational efficiency, governance standards and risk
mitigation measures.

The Company continues to strengthen its internal control environment, governance framework and risk management practices in line
with the evolving business and regulatory environment. During the Financial Year under review, there were no material adverse
observations or qualifications reported by the Internal Auditors.

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, 2026.
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 under the provisions of the Companies Act, 2013. The Company has an Authorized Share Capital of
Rs.25,00,000/- divided into 2,50,000 Equity Shares of Rs.10/- each and an Issued, Subscribed and Paid-up Share Capital of
Rs.25,00,000/- comprising 2,50,000 Equity Shares of Rs.10/- each.

The principal object of Global BIFS Academy Private Limited is to undertake and conduct specialized courses, training
programmes and skill development initiatives in the areas of core banking, finance, economics, insurance and other allied
financial services sectors. The Company is also engaged in providing counselling, training, manpower placement and other
related educational and support services aimed at enhancing employability and professional competencies.

Global BIFS Academy Private Limited operates as a strategic extension of the Company''s education and skill development
business vertical and complements the Company''s focus on industry-oriented learning and professional training services.
The subsidiary is engaged in strengthening the Company''s presence in the banking, financial services and insurance (BFSI)
education segment through specialized academic and vocational offerings.

Global BIFS Academy Private Limited is a Wholly Owned Subsidiary of the Company within the meaning of Section 2(87) of
the Companies Act, 2013. The Company has formulated a Policy on Material Subsidiaries in compliance with the applicable
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is available on the
website of the Company at www.globaledu.net.in

â¢ During the current financial year 2025-2026 ended 31st March 2026, the Revenue from operation is Rs. 227.27 Lakhs
as against of Rs. 142.28 Lacs in the corresponding previous year 2024-2025 ended 31st March 2025.

â¢ The Profit after tax for the financial year 2025-2026 ended 31st March 2026 is Rs. 30.30 Lacs as against Deficit of Rs. (14.82)
Lacs of the corresponding previous financial year 2024-2025 ended 31st March 2025.

â¢ Earnings per share as on 31st March 2026 is Rs. 12.12/- vis a vis Rs. (5.93/-) as on 31st March 2025.
ii) Yoco Private Limited (formerly known as Yoco Stays Private Limited) :

Yoco Private Limited (formerly known as Yoco Stays Private Limited) (CIN: U55209MH2022PTC395941) is a Private Limited
Company incorporated on 26th December, 2022 under the provisions of the Companies Act, 2013. The Company has an
Authorized Share Capital of Rs.25,00,000/- divided into 2,50,000 Equity Shares of Rs.10/- each and an Issued, Subscribed and
Paid-up Share Capital of Rs.25,00,000/- comprising 2,50,000 Equity Shares of Rs.10/- each.

During the financial year under review, the subsidiary company undertook a strategic realignment of its business operations
by altering and replacing the existing Main Object Clause of its Memorandum of Association to diversify into the field of
healthcare skill development, caregiver workforce solutions, training, placement and allied support services. Consequent to
such diversification and repositioning of business activities, the name of the subsidiary company was changed from âYoco
Stays Private Limited" to âYoco Private Limited" with effect from 09th March, 2026 pursuant to the approval granted by the
Registrar of Companies, Ministry of Corporate Affairs. The Registrar of Companies has issued a Fresh Certificate of
Incorporation consequent upon change of name reflecting the revised name of the Company.

The subsidiary is engaged in developing and providing skill enhancement, training and workforce solutions with a focus on
healthcare, caregiving and allied service sectors and is expected to support the Company''s expansion into emerging service-
oriented and employability-driven business segments.

The Company holds 100% equity stake in Yoco Private Limited and accordingly, it is a Wholly Owned Subsidiary of the
Company within the meaning of Section 2(87) of the Companies Act, 2013.

The Company has formulated a Policy on Material Subsidiaries in compliance with the applicable provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is available on the website of the
Company at www.globaledu.net.in.

â¢ During the current financial year 2025-2026 ended 31st March 2026, the Revenue from operation is Nil as against of
Rs. 119.14Lakhs in the corresponding previous year 2024-2025 ended 31st March 2025.

â¢ The Surplus after tax for the financial year 2025-2026 ended 31st March 2026 is Rs. 2.60 Lacs as against Surplus of Rs. 58.48
Lacs of the corresponding previous financial year 2024-2025 ended 31st March 2025.

â¢ Earnings per share as on 31st March 2026 is Rs. 1.04 vis a vis Rs. 23.39 as on 31st March 2025.

(iii) Global Sports And Music Private Limited (formerly known as Global Sports Academy Private Limited) :

Global Sports And Music Private Limited (formerly known as Global Sports Academy Private Limited) (CIN:
U85410MH2023PTC402961) is a Private Limited Company incorporated on 16th May, 2023 under the provisions of the
Companies Act, 2013. The Company has an Authorized Share Capital of Rs.2,50,00,000/- divided into 25,00,000 Equity Shares
of Rs.10/- each and an Issued, Subscribed and Paid-up Share Capital of Rs.2,38,14,000/- comprising 23,81,400 Equity Shares
of Rs.10/- each.

The subsidiary was originally incorporated with the principal object of providing sports education, sports training and
development programmes and engaging trainers, coaches and teachers for the promotion and development of various
sports and games. During the financial year under review, the subsidiary company expanded and diversified its business
activities by venturing into the music education, cultural training and allied services segment in addition to its existing sports-
related activities. Consequently, the Main Object Clause of the Memorandum of Association of the subsidiary company was
altered to align with the expanded scope of operations and diversified educational and training activities.

Pursuant to such expansion and diversification of business operations, the name of the subsidiary company was changed
from âGlobal Sports Academy Private Limited" to âGlobal Sports And Music Private Limited" with effect from 11th March,
2026 pursuant to the approval granted by the Registrar of Companies, Ministry of Corporate Affairs. The Registrar of
Companies has issued a Fresh Certificate of Incorporation consequent upon change of name reflecting the revised name of
the Company.

The subsidiary is engaged in promoting holistic learning and talent development through sports, music, cultural education,
training programmes and allied skill enhancement initiatives and is expected to strengthen the Company''s presence in
diversified education and extracurricular development segments.

The Company holds 100% equity stake in Global Sports And Music Private Limited and accordingly, it is a Wholly Owned
Subsidiary of the Company within the meaning of Section 2(87) of the Companies Act, 2013.

â¢ During the current financial year 2025-2026 ended 31st March 2026, the Revenue from operation is Rs. 249.60 Lakhs as
against of Rs. 153.75 Lacs in the corresponding previous year 2024-2025 ended 31st March 2025.

â¢ The Surplus after tax for the financial year 2025- 2026 ended 31st March 2026 is Rs. 36.94 Lacs as against Surplus of Rs. 17.62
Lacs of the corresponding previous financial year 2024-2025 ended 31st March 2025.

â¢ Earnings per share as on 31st March 2026 is Rs. 1.55 vis a vis Rs. 0.74 as on 31st March 2025.

(iv) OwnPrep Private Limited :

OwnPrep Private Limited (CIN: U80903MH2022PTC384847) is a Private Limited Company incorporated on 18th June, 2022
under the provisions of the Companies Act, 2013. The Company has an Authorized Share Capital of Rs.1,10,00,000/- and an
Issued, Subscribed and Paid-up Share Capital of Rs.1,00,000/- comprising 10,000 Equity Shares of Rs.10/- each.

The principal object of OwnPrep Private Limited is to develop, operate and maintain online web portals, digital platforms and
technology-enabled applications for providing information, solutions and services in the education sector. The Company is
engaged in providing web-based and web-enabled educational services, digital learning support solutions, online academic
assistance and allied technology-driven services aimed at enhancing accessibility and delivery of education-related content
and services.

The subsidiary operates in the ed-tech and digital education services segment and complements the Company''s focus on
technology-enabled learning, digital education infrastructure and student-centric online solutions. The platform is intended
to support innovative educational delivery models and strengthen the Company''s presence in the evolving digital education
ecosystem.

The Company holds 51% equity stake in OwnPrep Private Limited and accordingly, OwnPrep Private Limited is a Subsidiary of
the Company within the meaning of Section 2(87) of the Companies Act, 2013.

â¢ During the current financial year 2025-2026 ended 31st March 2026, the Revenue from operation is Rs. 9.66 Lakhs as
against of Rs. 19.19 Lacs in the corresponding previous year 2024-2025 ended 31st March 2025.

â¢ The Deficit after tax for the financial year 2025-2026 ended 31st March 2026 is Rs. (4.40) Lacs as against Deficit of
Rs. (21.74) Lacs of the corresponding previous financial year 2024-2025 ended 31st March 2025.

â¢ Earnings per share as on 31st March 2026 is Rs. (43.96)./- vis a vis Rs. (217.43)/- as on 31st March 2025.

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

Yola Stays Limited (formerly known as Rishiraj Enterprises Private Limited) (CIN: U70102MH2009PLC194519) is a Public
Limited Company incorporated on 31st July, 2009 under the provisions of the Companies Act, 2013. The Company has an
Authorized Share Capital of Rs.11,00,00,000/- divided into 2,20,00,000 Equity Shares of Rs.5/- each and an Issued, Subscribed
and Paid-up Share Capital of Rs.4,25,00,000/- comprising 85,00,000 Equity Shares of Rs.5/- each.

The principal object of Yola Stays Limited is to undertake the business of construction, development, operation and
management of buildings, residential blocks, student housing properties and other real estate and accommodation-related
infrastructure in India, including provision of facility management and allied support services.

The Company operates in the managed accommodation and real estate development segment with a focus on student
housing, residential living solutions and allied infrastructure services. The associate company complements the Company''s
broader strategic presence in the student-centric services and accommodation ecosystem and supports expansion into
integrated living and support service solutions.

The Company holds 28.23% equity stake in Yola Stays Limited and accordingly, Yola Stays Limited is an Associate Company of
the Company within the meaning of Section 2(6) of the Companies Act, 2013 with effect from 31st March, 2023.

â¢ During the current financial year 2025-2026 ended 31st March 2026, the Associate Company''s Revenue from operation is
Rs. 871.94 Lakhs as against of Rs. 810.68 Lacs in the corresponding previous year 2024-2025 ended 31st March 2025.

â¢ The Profit after tax for the financial year 2025-2026 ended 31st March 2026 is Rs. 398.95 Lacs as against Profit of Rs. 169.53
Lacs of the corresponding previous financial year 2024-2025 ended 31st March 2025.

â¢ Total Comprehensive Income for the financial year 2025-2026 ended 31st March 2026 is Rs. 310.89 Lacs as against Total
Comprehensive Income of Rs. 900.41 Lacs of the corresponding previous financial year 2024-2025 ended 31st March 2025.

â¢ Earnings per share as on 31st March 2026 is Rs. 4.69 vis a vis Rs. 1.99 as on 31st March 2025.

vi) Rishiraj Infravision Private Limited :

Rishiraj Infravision Private Limited (CIN: U68100MH2024PTC434251) is a Private Limited Company incorporated on 29th
October, 2024 under the provisions of the Companies Act, 2013. The Company has an Authorized Share Capital of
Rs.1,00,000/- divided into 1,00,000 Equity Shares of Re.1/- each and an Issued, Subscribed and Paid-up Share Capital of
Rs.1,00,000/- comprising 1,00,000 Equity Shares of Re.1/- each.

The principal object of Rishiraj Infravision Private Limited is to undertake the business of acquisition, purchase, sale,
development, trading, negotiation and dealing in lands, plots, immovable properties, freehold and leasehold properties and
other real estate assets and interests therein, together with allied infrastructure and property-related activities in accordance
with the provisions of the Companies Act, 2013.

The Company operates in the real estate and infrastructure segment with a focus on property acquisition, development and
allied investment opportunities. The associate company is expected to support and complement the Company''s strategic
interests in infrastructure-linked and real estate-oriented business activities.

The Company holds 28.23% equity stake in Rishiraj Infravision Private Limited and accordingly, Rishiraj Infravision Private
Limited is an Associate Company of the Company within the meaning of Section 2(6) of the Companies Act, 2013 with effect
from 29th November, 2024.

â¢ During the current financial year 2025-2026 ended 31st March 2026, the Associate Company''s Revenue from operation is
Rs. 21.12 Lakhs as against of Nil in the corresponding previous year 2024-2025 ended 31st March 2025.

â¢ The Profit after tax for the financial year 2025-2026 ended 31st March 2026 is Rs. 5.33 Lacs as against Deficit of Rs. (6.40) Lacs
of the corresponding previous financial year 2024-2025 ended 31st March 2025.

â¢ Earnings per share as on 31st March 2026 is Rs. 5.33 vis a vis (Rs.6.40/-) as on 31st March 2025.

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

During the financial year 2025-2026 under review none of the Companies has ceased to be subsidiaries, associates and joint
ventures. During the financial year 2025-2026 ended 31 March 2026, 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 & SUBSIDAIRY:

The Board of Directors of your Company at its meeting held on 28th May 2026, approved the Audited Consolidated Financial
Statements for the FY 2025 - 2026 which includes financial information of its Associate & Subsidiaries, and forms part of this
report. The Consolidated Financial Statements of your Company for the FY 2025-2026, 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 2025-2026 under review, the Company has neither invited nor accepted any deposits from the public
within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
Accordingly, no amount of principal or interest was outstanding as on 31st March, 2026 in respect of public deposits and the
disclosures required under the applicable provisions of the Companies Act, 2013 and the Rules framed thereunder are not
applicable to the Company.

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

During the Financial Year 2025-2026 under review, the Company has provided loans to its Subsidiary Companies in compliance with
the provisions of Section 186 of the Companies Act, 2013 and the Rules made thereunder. The Company has not made any
investments or provided any guarantees or securities covered under the provisions of Section 186 of the Companies Act, 2013
during the year under review, except as disclosed in the Financial Statements.

Further, the Company has not provided any loans, guarantees or securities directly or indirectly to Promoters, Members of the
Promoter Group, Directors, Key Managerial Personnel or their relatives or to any entities controlled by them, except as permitted
under applicable laws and disclosed in the Financial Statements.

The particulars of loans covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Notes forming
part of the Financial Statements for the Financial Year 2025-2026.

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

All Related Party Transactions entered into by the Company during the Financial Year 2025-2026 were in the ordinary course of
business and on an arm''s length basis and were in compliance with the applicable provisions of the Companies Act, 2013, the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulations") and the Company''s Policy on
Related Party Transactions.

During the year under review, the Company had entered into transactions with related parties; however, none of the Related Party
Transactions entered into by the Company exceeded the materiality threshold prescribed under Regulation 23 of the SEBI Listing
Regulations requiring approval of shareholders as a material related party transaction. Further, there were no materially significant
Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other related
parties which may have had a potential conflict with the interests of the Company at large.

The details of contracts, arrangements or transactions entered into with Related Parties pursuant to Section 188(1) of the Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in the prescribed Form AOC-2, forms part of this Board''s
Report as âAnnexure - A".

All Related Party Transactions were placed before the Audit Committee for review and approval in accordance with the applicable
provisions of the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations. The Company also submits disclosures of
Related Party Transactions on a consolidated basis to the Stock Exchanges in the prescribed format within the timelines prescribed
under the applicable SEBI Listing Regulations and Accounting Standards.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board of
Directors is available on the website of the Company at https://globaledu.net.in/inves-info/code-policies/materiality-party-trans-
dealing-SEBI-LODR.pdf

10. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company believes that Corporate Social Responsibility (âCSR") is an integral part of its business philosophy and remains
committed towards contributing meaningfully to sustainable social development and inclusive growth. The Company recognizes its
responsibility towards society and continuously endeavours to create a positive and lasting impact on the communities and
stakeholders associated with its business operations.

Being engaged in the education and skill development sector, the Company actively focuses on initiatives aimed at promoting
education, employability, social welfare, community development and upliftment of underprivileged and economically weaker
sections of society. The Company firmly believes that investment in education, skill enhancement and human development
contributes significantly towards nation building and long-term societal progress.

The CSR initiatives of the Company are undertaken with the objective of creating sustainable value and improving the quality of life of
beneficiaries through focused interventions and socially responsible programmes. The Company continues to undertake CSR
activities in line with the provisions of Section 135 of the Companies Act, 2013 and the Rules framed thereunder.

During the Financial Year 2025-2026, the Company has contributed an amount of Rs.70,55,000/- (Rupees Seventy Lakhs Fifty-Five
Thousand Only) towards Corporate Social Responsibility activities. The CSR expenditure incurred by the Company is in accordance
with the applicable provisions of the Companies Act, 2013 and the approved CSR budget and programmes recommended by the
Corporate Social Responsibility Committee and approved by the Board of Directors.

The Board of Directors has constituted a Corporate Social Responsibility Committee in compliance with the provisions of the
Companies Act, 2013. The composition of the CSR Committee, terms of reference, details of meetings held and attendance of
members are provided separately in the Corporate Governance Report forming part of this Annual Report.

The CSR Policy of the Company is available on the website of the Company at www.globaledu.net.in.

The Annual Report on CSR activities for the Financial Year 2025-2026, as required under the Companies Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Rules, 2014, forms part of this Board''s Report as âAnnexure - B".

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, 2026 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 :

The Company has in place a comprehensive risk management framework designed to identify, evaluate, monitor and mitigate
various business risks and to ensure sustainable growth, operational stability and long-term value creation for stakeholders. The
Company recognizes that effective risk management is an integral part of good corporate governance and business strategy.

The Board of Directors oversees the risk management process and is regularly informed about the key business risks, mitigation
measures and risk assessment procedures. The Company has adopted a structured Risk Management Policy and framework for
identifying and managing risks associated with its business operations, regulatory environment, financial exposure, technology,
human resources and strategic initiatives.

The primary objective of the risk management framework is to proactively address uncertainties, minimize adverse impact on
business performance and strengthen organizational resilience through continuous monitoring and timely mitigation of risks. The
framework establishes a systematic and disciplined approach towards risk identification, analysis, evaluation, reporting and
implementation of appropriate control measures.

The Company operates in a dynamic and competitive business environment and is exposed to various risks including, inter alia,
regulatory and compliance risks, operational risks, financial risks, business and strategic risks, competition-related risks, technology
and cyber security risks, talent acquisition and retention risks, legal risks and risks associated with expansion and growth initiatives.
The Company continuously reviews and strengthens its internal control systems, operational processes and governance
mechanisms to effectively mitigate such risks.

The Company periodically reviews its risk management practices to align with changing business conditions, emerging risks and
evolving regulatory requirements so as to safeguard the interests of all stakeholders and ensure continuity and sustainability of
business operations.

13. VIGIL MECHANISM / WHISTLE BLOWER MECHANISM :

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 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has established a Vigil Mechanism / Whistle Blower Policy for Directors, employees and other stakeholders to report
genuine concerns relating to unethical behaviour, actual or suspected fraud, misconduct, violation of the Company''s Code of
Conduct or any improper practices and irregularities.

The Vigil Mechanism provides adequate safeguards against victimisation of persons who avail the mechanism and ensures complete
confidentiality and protection to whistle blowers acting in good faith. The mechanism also provides direct access to the Chairperson
of the Audit Committee in appropriate and exceptional cases.

The Whistle Blower Policy is applicable to all Directors, employees, consultants, vendors, customers and other stakeholders
associated with the Company. The Audit Committee periodically reviews the functioning and effectiveness of the Vigil Mechanism.
The detailed disclosure of the Vigil Mechanism policy are made available on the Company''s website https://globaledu.net.in/inves-
info/code-policies/GEL-Policy-on-Materiality.pdf and the relevant disclosures relating thereto form part of the Corporate
Governance Report annexed to this Annual 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 2025-2026 under review, no significant or material orders were passed by any Regulators, Courts, Tribunals,
Statutory Authorities or Quasi-Judicial Authorities which could impact the going concern status of the Company or materially affect
its operations, financial position or future business activities.

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

M/s. Patel Shah & Joshi, Chartered Accountants, Mumbai (ICAI Firm Registration No. 107768W), continue to act as the Statutory
Auditors of the Company. The Members of the Company at the Fourteenth (14th) Annual General Meeting held on 25th July,
2025 had approved the re-appointment of M/s. Patel Shah & Joshi, Chartered Accountants, Mumbai, for a second consecutive
term of five (05) years commencing from the conclusion of the Fourteenth (14th) Annual General Meeting till the conclusion of
the Nineteenth (19th) Annual General Meeting of the Company to be held for the Financial Year 2029-2030, in accordance with
the provisions of Sections 139, 141 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules framed
thereunder.

The Statutory Auditors have confirmed that they continue to fulfil the eligibility criteria, independence requirements and
qualifications prescribed under the provisions of the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules
and regulations framed thereunder. The Auditors have also confirmed that they are not disqualified from continuing as the
Statutory Auditors of the Company in terms of the provisions of Sections 139 and 141 of the Companies Act, 2013.

The Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2026 have been
audited by M/s. Patel Shah & Joshi, Chartered Accountants. The Report issued by the Statutory Auditors on the Standalone and
Consolidated Financial Statements for the Financial Year 2025-2026 forms part of this Annual Report.

The observations, comments and notes referred to by the Statutory Auditors in their Audit Report are self-explanatory and do not
call for any further explanations or comments by the Board of Directors pursuant to the provisions of Section 134(3)(f) of the
Companies Act, 2013. There were no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors
in their Audit Report for the Financial Year under review.

During the year under review, the Statutory Auditors had unrestricted access to all records, information and explanations
considered necessary for the purpose of audit and have expressed their opinion on the adequacy and effectiveness of internal
financial controls over financial reporting of the Company as required under the Companies Act, 2013.

The details relating to the audit fees and other professional fees paid to the Statutory Auditors during the Financial Year
2025-2026 are disclosed in the Notes forming part of the Standalone Financial Statements included in this Annual Report.

II. SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulations"), the Members of the Company at the
Fourteenth (14th) Annual General Meeting held on 25th July, 2025 had approved the appointment of CS. Riddhita Agrawal,
Company Secretary in Practice, Mumbai (Membership No. FCS 10054, Certificate of Practice No. 12917 and Peer Review
Certificate No. 1838/2022), as the Secretarial Auditor of the Company for a first term of five (05) consecutive financial years
commencing from the Financial Year 2025-2026 up to the Financial Year 2029-2030, subject to the applicable provisions of the
Companies Act, 2013, the SEBI Listing Regulations and other applicable laws.

The Secretarial Auditor has confirmed that she satisfies the eligibility criteria and is not disqualified from being appointed and
continuing as Secretarial Auditor of the Company in accordance with the provisions of the Companies Act, 2013, the Company
Secretaries Act, 1980, Rules and Regulations framed thereunder and the applicable provisions of the SEBI Listing Regulations,
including the relevant SEBI Circulars issued from time to time. The Secretarial Auditor has also confirmed that the appointment is
within the limits prescribed by the Institute of Company Secretaries of India (âICSI").

The Secretarial Audit for the Financial Year ended 31st March, 2026 was conducted by CS. Riddhita Agrawal, Practicing Company
Secretary, Mumbai. The Secretarial Audit Report in Form MR-3 for the Financial Year 2025-2026 forms part of this Annual Report
as âAnnexure - D" to the Board''s Report.

The observations/remarks made by the Secretarial Auditor in the Secretarial Audit Report are self-explanatory except to the extent
specifically explained by the Board in this Report. The management has taken note of the observations made in the Secretarial
Audit Report and has taken necessary steps to ensure timely compliance with the applicable provisions of law and strengthening
of internal compliance monitoring mechanisms.

III. COST AUDIT :

The provisions relating to maintenance of cost records and requirement of Cost Audit as prescribed under Section 148 of the

Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and the Companies (Audit and Auditors)
Rules, 2014 are not applicable to the Company considering the nature of business activities carried on by the Company during
the Financial Year under review.

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,
the Company has an adequate internal audit system commensurate with the size, scale and nature of its business operations.

M/s. C. R. Sagdeo & Co., Chartered Accountants, Nagpur (ICAI Firm Registration No. 108959W), acted as the Internal Auditors of
the Company for the Financial Year 2025-2026 and conducted periodic internal audits during the year under review. The Internal
Auditors regularly submitted their reports and findings to the Audit Committee and the Board of Directors for review & monitoring.
The internal audit reports, observations and recommendations were reviewed by the Audit Committee from time to time and
appropriate actions, wherever required, were taken by the management. The Internal Audit Reports did not contain any material
adverse remarks, observations or qualifications requiring further comments from the Board of Directors.

Further, based on the recommendation of the Audit Committee, the Board of Directors has approved the appointment of M/s. C.
R. Sagdeo & Co., Chartered Accountants, Nagpur (ICAI Firm Registration No. 108959W), as the Internal Auditors of the Company
for the Financial Year 2026-2027.

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

(i) Statutory Auditor''s Report :

The Audit Report issued by M/s. Patel Shah & Joshi, Chartered Accountants, Mumbai (ICAI Firm Registration No. 107768W),
Statutory Auditors of the Company, on the Standalone and Consolidated Financial Statements for the Financial Year ended
31st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer.

The observations and comments appearing in the Statutory Auditor''s Report read together with the Notes to Accounts
forming part of the Financial Statements are self-explanatory and therefore do not call for any further explanation or
comments from the Board of Directors pursuant to the provisions of Section 134(3)(f) of the Companies Act, 2013.

(ii) Secretarial Auditor''s Report :

The Secretarial Audit Report issued by CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai, for the Financial Year
ended 31st March, 2026 contains an observation relating to delay in filing of voting results in excel format under Regulation
44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the National Stock Exchange of
India Limited (âNSE").

Management Response / Board''s Explanation:

The delay occurred due to an inadvertent technical issue during the uploading process. Upon identification, the Company
promptly completed the requisite filing with the Stock Exchange and paid the applicable fine levied by NSE. The Company has
strengthened its internal compliance monitoring mechanisms to ensure timely regulatory filings going forward.

Except for the aforesaid observation, the Secretarial Audit Report does not contain any other qualification, reservation,
adverse remark or disclaimer.

VI. REPORTING OF FRAUDS BY AUDITORS :

During the Financial Year 2025-2026 under review, no frauds were reported by the Statutory Auditors of the Company under
Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

Further, the Audit Report issued by the Statutory Auditors on the Standalone and Consolidated Financial Statements of the
Company for the Financial Year ended 31st March, 2026 does not contain any qualification, reservation, adverse remark or
disclaimer.

The observations and comments made by the Statutory Auditors in their Report are self-explanatory and therefore do not call for
any further explanation or comments from the Board of Directors.

16. COMPLIANCE WITH SECRETARIAL STANDARDS :

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (âICSI")
and approved by the Central Government under Section 118(10) of the Companies Act, 2013 during the Financial Year ended 31st
March, 2026.

The Board of Directors confirms compliance with :

(i) Secretarial Standard - 1 (âSS-1") relating to Meetings of the Board of Directors; and

(ii) Secretarial Standard - 2 (âSS-2") relating to General Meetings.

Further, the Company has also, to the extent applicable and practicable, adopted the principles and guidance contained in Secretarial
Standard - 4 (âSS-4") relating to the Report of the Board of Directors while preparing this Annual Report and Board''s Report for the

Financial Year 2025-2026.

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

During the Financial Year 2025-2026 under review, no application was made, filed or admitted against the Company under the
provisions of the Insolvency and Bankruptcy Code, 2016 (âIBC") before the National Company Law Tribunal (âNCLT") or any other
judicial/quasi-judicial authority.

Accordingly, no Corporate Insolvency Resolution Process (âGRP") was initiated or pending against the Company during the year
under review.

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

During the Financial Year 2025-2026 under review, the Company has duly complied with all applicable requirements relating to
implementation and execution of corporate actions within the prescribed timelines under the applicable provisions of the
Companies Act, 2013, SEBI Regulations and other applicable laws.

There was no instance of failure or delay on the part of the Company in implementing any corporate action during the year under
review.

19. EXTRACT AND WEB ADDRESS OF ANNUAL RETURN :

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company in Form MGT-7 for the Financial Year ended 31st March, 2026 is available on the
website of the Company and can be accessed at www.globaledu.net.in.

20. OTHER DISCLOSURES :

i) INDUSTRIAL RELATIONS : The Company continues to maintain cordial and harmonious industrial relations across all levels of
the organization during the Financial Year under review. The Company places significant emphasis on employee engagement,
professional development, skill enhancement and creation of a positive work culture aimed at fostering growth, innovation and
operational excellence.

The Company takes pride in the commitment, competence and dedication demonstrated by its employees, academic
professionals and visiting faculties across various functional and operational areas. Structured induction programmes,
management development initiatives, faculty development programmes and training workshops are regularly conducted to
strengthen professional capabilities, leadership development and continuous learning within the organization.

The Company has implemented structured performance evaluation and appraisal mechanisms based on defined Key Result
Areas (KRAs) and performance parameters for employees and senior management personnel. Continuous efforts are also
undertaken to strengthen employee motivation, organizational commitment and long-term association with the Company.

The Company remains committed towards attracting, nurturing and retaining quality talent through continuous learning,
capability building and organizational development initiatives, which are considered integral to the Company''s long-term
growth, sustainability and value creation.

ii) HEALTH AND SAFETY : The Company is committed to providing and maintaining a safe, secure and healthy working
environment for its employees, faculty members, trainees, students and all other stakeholders associated with its operations. The
Company continuously endeavours to ensure that its business activities are carried out in a manner that promotes workplace
safety, employee well-being and compliance with applicable health and safety standards.

Appropriate systems, processes and review mechanisms are in place for periodic monitoring of health, safety and environmental
aspects across operational areas. The management regularly reviews safety-related measures and encourages awareness and
adherence to safety protocols and responsible workplace practices.

The Company also conducts periodic training and awareness programmes for employees, newjoiners and associated personnel
to strengthen awareness regarding workplace safety, emergency preparedness and preventive measures. Continuous efforts are
undertaken to foster a culture of safety consciousness, discipline and operational responsibility throughout the organization

(iii) MATERNITY BENEFIT COMPLIANCE : The Company is committed to maintaining a fair, inclusive, safe and employee-centric
work environment and firmly believes in promoting equal opportunity, dignity and welfare of all employees, particularly women
employees across the organization.

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time, and
ensures that all eligible women employees are provided maternity benefits, leave entitlements and related facilities in accordance
with the statutory requirements and the Company''s internal policies. The Company continues to adopt employee welfare
practices aimed at supporting work-life balance, well-being and professional growth of women employees.

Further, in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (âPOSH Act"), the Company has constituted an Internal Complaints Committee (âICC") for prevention,
prohibition and redressal of complaints relating to sexual harassment at workplace. The Company has in place a comprehensive
policy on prevention of sexual harassment and regularly undertakes awareness and sensitization initiatives to promote a
respectful, secure and conducive working environment.

The Company continues to uphold the principles of gender equality, employee dignity and workplace safety and remains
committed towards creating a professional environment that is free from discrimination, harassment and bias of any nature.

iv) CODE OF CONDUCT COMPLIANCE : The Company has adopted a Code of Conduct for the Board of Directors and Senior
Management Personnel in accordance with the requirements of Regulation 17(5) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended. The said Code lays down the principles of ethical business conduct, integrity,
transparency and accountability to be followed by the Directors and Senior Management Personnel of the Company.

All the Directors and Senior Management Personnel of the Company have affirmed compliance with the provisions of the Code of
Conduct for the Financial Year ended 31st March, 2026.

A declaration to this effect, signed by the Whole-Time Director and Director of the Company, forms part of the Corporate
Governance Report annexed to this Annual Report.

v) DESIGNATION OF DESIGNATED PERSON UNDER SECTION 89 OF THE COMPANIES ACT, 2013 : Pursuant to the provisions of
Section 89 of the Companies Act, 2013 read with Rule 9 of the Companies (Management and Administration) Rules, 2014, as
amended from time to time, every company having share capital is required to designate a person responsible for furnishing and
extending co-operation for providing information with respect to beneficial interest in shares of the Company to the Registrar of
Companies or any other authorised officer.

Accordingly, the Board of Directors of the Company has designated CS Preeti Pacheriwala, Company Secretary of the Company,
as the âDesignated Person" for the purpose of ensuring compliance with the aforesaid provisions and co-ordination relating to
beneficial interest disclosures and related regulatory requirements.

vi) DATA PRIVACY, DATA PROTECTION AND CYBER SECURITY : The Company recognizes the importance of data privacy,
information security and cybersecurity in an increasingly digital business environment. The Company remains committed to
safeguarding stakeholder information, maintaining data integrity and ensuring secure management of digital systems and infrastructure.
The Company has implemented appropriate policies, processes and security frameworks for protection of business and
stakeholder data in line with applicable laws, industry practices and evolving regulatory requirements, including the provisions of
the Information Technology Act, 2000 and applicable data protection and cybersecurity guidelines.

During the financial year under review, the Company continued to strengthen its cybersecurity and data protection measures
through implementation of secure digital systems, access control mechanisms, periodic system monitoring and cybersecurity
awareness initiatives. The Company also undertakes periodic review of information security practices, vulnerability assessment
processes and internal controls to enhance resilience against cyber threats and technology-related risks.

The Company continues to focus on strengthening its digital infrastructure, ensuring business continuity and promoting
responsible handling of information across its operations.

vii) AUDIT TRAIL APPLICABILITY (AUDITAND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013 : Pursuant to
the provisions of Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company is
required to maintain an audit trail (edit log) feature in its accounting software for recording all transactions.

The Company has implemented accounting software having an appropriate audit trail facility, which has remained operational
throughout the financial year for all transactions recorded in the software. The audit trail feature has not been tampered with and
appropriate controls and processes are in place for monitoring and maintaining the integrity of accounting records.

The Statutory Auditors of the Company have confirmed compliance with the aforesaid requirements in their Audit Report for the
financial year under review.

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 (âListing Regulations"), is presented in a separate section forming part of the
Annual Report.

(ii) CORPORATE GOVERNANCE : The Company is committed to maintaining the highest standards of Corporate Governance and
believes that sound governance practices are essential for sustainable growth, enhancement of stakeholder value, transparency,
accountability and ethical business conduct. The Company continuously strives to adopt and implement best governance
practices in line with the evolving regulatory and business environment.

The Company has complied with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (âSEBI Listing Regulations") and the Corporate Governance requirements prescribed thereunder for the
Financial Year ended 31st March, 2026. The governance framework of the Company is driven by principles of integrity,
transparency, independence, accountability and responsible decision-making across all levels of the organization.

The Board of Directors of the Company actively reviews and strengthens governance systems, policies and processes to ensure
effective oversight, risk management and protection of stakeholder interests. The Company has constituted various Board
Committees in accordance with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations to facilitate
focused governance and effective supervision in key functional areas.

A detailed Report on Corporate Governance, pursuant to Schedule V of the SEBI Listing Regulations, forms an integral part of this
Annual Report. The said Report contains, inter alia, details relating to composition of the Board and its Committees, meetings of
the Board and Committees, governance framework, code of conduct, policies, familiarization programmes for Independent
Directors and other disclosures as required under the applicable provisions of law.

The requisite Certificate on compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing
Regulations issued by CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054, Certificate of
Practice No. 12917 and Peer Review Certificate No. 1838/2022), forms part of the Corporate Governance Report. Further, the
Certificate regarding non-disqualification of Directors pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing
Regulations also forms part of this Annual Report.

22. SUSPENSION OF TRADING :

The Equity Shares of the Company are listed and actively traded on the Main Board of the National Stock Exchange of India Limited.
During the Financial Year 2025-2026, there was no instance of suspension of trading in the Equity Shares of the Company and the
trading in the securities of the Company continued uninterrupted throughout the year under review..

23 OTHER MATTERS

(A) DEMATERIALISATION OF SHARES : As on 31st March, 2026, the entire issued, subscribed and paid-up equity share capital of
the Company comprising 5,09,01,500 Equity Shares was held in dematerialised form. The shares of the Company are available for
trading in electronic form through the depository systems of National Securities Depository Limited (âNSDL") and Central
Depository Services (India) Limited (âCDSL").

Accordingly, 100% of the equity share capital of the Company stood dematerialised as on the close of the Financial Year under review.

(B) PAYMENT OF LISTING AND DEPOSITORIES FEES : The Company has duly paid the annual listing fees for the Financial Year
2026-2027 to the National Stock Exchange of India Limited within the prescribed timelines.

The Company has also duly paid the requisite annual custodial fees, issuer charges and other applicable fees for the Financial Year
2026-2027 to National Securities Depository Limited and Central Depository Services (India) Limited in respect of
dematerialisation facilities and related services for the equity shares of the Company.

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

The Company is committed to conducting its business operations in a fair, transparent, ethical and compliant manner and has
adopted various codes, policies and governance frameworks in accordance with the applicable provisions of the Companies Act,
2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulations"), the SEBI
(Prohibition of Insider Trading) Regulations, 2015 and other applicable laws and regulatory requirements.

The Board of Directors periodically reviews the adequacy, effectiveness and implementation of the various codes and policies
adopted by the Company to ensure good governance practices, ethical conduct, regulatory compliance, risk management and
protection of stakeholder interests.

The Company has adopted and implemented, inter alia, the following Codes and Policies :

(i) Code of Prevention of Insider Trading in GEL Securities by Designated Persons in accordance with the SEBI (Prohibition of
Insider Trading) Regulations, 2015;

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

(iii) 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 Preservation of Documents pursuant to Regulation 9 of the SEBI Listing Regulations;

(x) Policy for Determination of Material Subsidiary pursuant to Regulation 16 of the SEBI Listing Regulations;

(xi) Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions pursuant to Regulation
23 of the SEBI Listing Regulations; and

(xii) Policy for Determination of Materiality of Events and Information pursuant to Regulation 30 of the SEBI Listing Regulations.
The aforesaid Codes and Policies are hosted on the website of the Company and can be accessed at www.globaledu.net.in.

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

The Company is committed to providing a safe, secure, inclusive and harassment-free work environment for all its employees and
has zero tolerance towards any form of sexual harassment at workplace. The Company firmly believes in maintaining a professional
work culture that promotes dignity, equality, mutual respect and ethical conduct.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 (âPOSH Act") read with the Rules framed thereunder, the Company has in place a Policy on Prevention of Sexual Harassment at
Workplace and has constituted an Internal Complaints Committee (âICC") for prevention, prohibition and redressal of complaints
relating to sexual harassment at workplace.

The Policy is applicable to all employees including permanent employees, contractual employees, consultants, trainees, interns and
other persons associated with the Company. The Company also undertakes awareness and sensitization initiatives from time to time
to promote a respectful and safe working environment across the organization.

During the Financial Year 2025-2026, no complaint pertaining to sexual harassment was received by the Company.

The requisite confirmation/certificate in this regard forms part of this Annual Report as âAnnexure - E" to the Board''s 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 places on record its sincere gratitude and appreciation to the Company''s students, customers, business
associates, academic partners, vendors, bankers, financial institutions, investors, regulatory authorities, government and nonÂ¬
government agencies and all other stakeholders for their continued trust, confidence, encouragement and support extended to the
Company during the Financial Year under review.

The Board also acknowledges with deep appreciation the dedication, commitment, professionalism and valuable contribution made
by the employees, faculty members and management team of the Company at all levels, whose continued efforts and support have
significantly contributed towards the growth, operational performance and overall progress of the Company.

Your Directors remain committed towards strengthening the Company''s business fundamentals, governance framework and longÂ¬
term strategic objectives and are confident that, with the continued support of all stakeholders, the Company will continue to create
sustainable value and achieve its long-term growth aspirations in the years ahead.

For and on behalf of the Board

^Sd/- Sd/-

GURURAJ VASANTRAO KARAJAGI _{ADITYA B}HA_NDA_RI

DI^RECTO^R WHOLE-TIME DIRECTOR

^DIN: 01³³0⁴1⁹ DIN: 07637316

Place : Nagpur
Date : 28^th May 2026

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

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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.

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	11,95,00,000	11,95,00,000
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

â¦ 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.

â¦ 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.

â¦ 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) [âListing 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.

â¦ 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 â 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.

â¦ 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.

â¦ 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.

â¦ 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.

â¦ 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

â¦ 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:

â¢ 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%.

â¢ 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 (âthe 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.

â¦ 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.

â¦ 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.

â¦ 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.

â¦ 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

â¦ 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.

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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]:-

âYola 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.

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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:-

âRishiraj 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;.

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

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

â¢ 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)Â© 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 âAnnexure -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 âAnnexure-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 âAnnexure - 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 (âSEBI 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 (âthe Act"), the Board of Directors of the Company (âthe 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:

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 (âListing 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 (âthe 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.

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

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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.

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	11,95,00,000	11,95,00,000
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:

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:

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 :

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

â¦ 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.

â¦ 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.

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

â¢ 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 âEnforcement 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) [âListing 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.

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

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.

â¦ 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 â Enforcement of SEBI orders regarding appointment of Directors by Listed Companies".

â¦ 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.

â¦ 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.

â¦ 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.

â¦ NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY :

â¦ BOARD EVALUATION :

â¦ 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:

â¢ 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 (âthe 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.