Global Education Ltd Directors Report.

To

The Members,

Global Education Limited

The Board of Directors of your Company is pleased in presenting the Eight (08th) Annual Report of your Company together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31st March, 2019. ("year under review/ FY 2018-19").

1. PERFORMANCE REVIEW AND THE STATE OF COMPANYS AFFAIRS:

The nancial performance of the Company for the year 2018-2019 ended on 31st March 2019 is summarized below:

Amount in Rs.

Particulars Standalone Consolidated
Current Financial Previous Financial Current Financial Previous Financial
Year 2018-2019 Year 2017-2018 Year 2018-2019 Year 2017-2018
Revenue from Operation
A. Sale of Traded goods 10,46,30,775 14,06,91,404 10,46,30,775 14,06,91,404
B. Sale of Services 19,51,13,843 17,49,38,740 19,51,13,843 17,49,38,740
Other Income 2,00,91,690 1,98,87,745 2,00,91,690 1,98,87,745
Total Income 31,98,36,309 33,55,17,889 31,98,36,309 33,55,17,889
Pro t Before Depreciation, Interest and Tax (PBDIT) Total Expenditure inclusive of other income. 12,32,27,266 12,31,51,733 12,32,11,415 12,31,22,665
Finance Cost (34,07,398) (17,75,244) (34,07,398) (17,75,244)
Depreciation and amortization expense (2,68,65,915) (2,24,19,513) (2,68,65,915) (2,24,19,513)
Pro t before Exceptional & Extra Ordinary Items &Tax Exceptional Items Net (Loss) / Gain 9,29,53,953 9,89,56,976 9,29,38,102 9,89,27,908
Tax Expense :
Current Tax (2,76,44,231) (3,03,47,798) (2,76,44,231) (3,03,47,798)
Deferred Tax 13,56,397 8,61,004 13,56,397 8,61,004
Income Tax relating to earlier Year -- 1,57,943 -- 1,57,943
Net Pro t for the Year after Tax before Share of Pro t/(loss) in associate 6,66,50,268 6,95,99,057
Pro t /(Loss) from Associate Company (7,33,353) (3,72,448)
Net Pro t for the Year 6,66,66,119 6,96,28,125 6,59,16,915 6,92,26,609
Appropriations:
Transfer to Capital Redemption Reserves 2,50,000 2,50,000
Dividend Paid on Equity Shares 1,24,15,000 1,24,15,000 1,24,15,000 1,24,15,000
Dividend Distribution Tax 25,51,940 25,27,402 25,51,940 25,27,402
Earnings Per Share:
Basic 26.85 28.04 26.55 27.88
Diluted 26.85 28.04 26.55 27.88

(a) Financial Performance: (i) Standalone Financial Highlights

? During the current financial year 2018-2019 ended 31st March 2019, the Companys total Revenue from operation is Rs. 29,97,44,618./- (Sale of traded goods and Sale of Services) as against of Rs. 31,56,30,144/- (Sale of traded goods and Sale of Services) in the corresponding previous year 2017-2018 ended 31st March 2018.

? Income from other sources is Rs. 2,00,91,690/- as against Rs.1,98,87,745./- of the corresponding previous financial year 2017-2018 ended 31st March 2018.

? The Profit after tax (PAT) for the financial year 2018-2019 ended 31st March 2019 is Rs. 6,66,66,119./- as against Profit of Rs. 6,96,28,125/- of the corresponding previous financial year 2017-2018 ended 31st March 2018.

? Earnings per share as on 31st March 2019 is Rs. 26.85./- vis a vis Rs. 28.04 as on 31st March 2018.

(ii) Consolidated Financial Highlights

? During the current financial year 2018-2019 ended 31st March 2019, the Companys total Revenue from operation is Rs. 29,97,44,618./- (Sale of traded goods and Sale of Services) as against of Rs. 31,56,30,144/- (Sale of traded goods and Sale of Services) in the corresponding previous year 2017-2018 ended 31st March 2018.

? Income from other sources is Rs. 2,00,91,690/- as against Rs.1,98,87,745./- of the corresponding previous financial year 2017-2018 ended 31st March 2018.

? The Profit after tax (PAT) for the financial year 2018-2019 ended 31st March 2019 is Rs. 6,59,16,915./- as against Profit of Rs. 6,92,26,609/- of the corresponding previous financial year 2017-2018 ended 31st March 2018.

? Earnings per share as on 31st March 2019 is Rs. 26.55./- vis a vis Rs. 27.88 as on 31st March 2018.

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 2019 (FY 2018-2019) [Previous Year ended 31 March 2018 (FY 2017-2018)] is as follows :

S. No Particulars - Standalone Financial Year 2018 - 2019 Financial Year 2017 - 2018
Amount in Rs.
01 Capital Redemption Reserve 2,50,000 2,50,000
02 Securities Premium Reserve 8,79,69,556 8,79,69,556
03 Surplus in Statement of Pro t & Loss 19,06,19,156 13,89,19,977
Total Reserve & Surplus 27,88,38,712 22,71,39,533

The Members are advised to refer the Note No. 04 as given in the nancial statements which forms the part of the Annual Report for detailed information.

(c) RETURNS TO INVESTORS (DIVIDEND):

Your Company continues to be on the path of pro table growth. The Companys cash flow and nancial 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 2018-2019 under review, the Board of Directors of your Company has at its 76th meeting held on 13th November, 2018 declared an Interim Dividend @ 25% i.e. Rs. 2.50 (Rupee Two and Paise Fifty Only) per Equity Share of face value of Rs.10/- each fully paid-up for the current nancial year 2018-2019 ended 31st March 2019 which was paid to the members, whose names appeared on the Register of Members of the Company on 23rd day of November, 2018;. The total interim dividend payout, including dividend distribution tax (Rs.12,63,701/-) was Rs.74,71,201/-

Your Directors recommended a nal dividend @ 15% i.e. Rs. 1.50 (Rupees One and Paise Fifty Only) per Equity Share of face value of Rs.10/- each aggregating to Rs. 37,24,500/- excluding dividend distribution tax of Rs. 7,65,582/- to be appropriated from the profits of the year 2018 - 2019, subject to the approval of the shareholders (members) at the ensuing Eight (08th) Annual General Meeting and will be paid to those members whose names appear on the Register of Members on Friday, 19th July, 2019.

Cumulatively, the Board of Directors of your company has declared / recommended a total Dividend comprising of Interim Dividend and Final Dividend (subject to approval of the Members of the Company at the ensuing Eight (08th) Annual General Meeting) amounting to Rs. 99,32,000/- per Equity Shares of face value of Rs.10/- each((@ 40%) for the year under review.

Our Company has no formal dividend distribution policy ; however 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.

(d) OTHER FINANCIAL DISCLOSURES: (i) SEGMENT WISE PERFORMANCE

Your company has identified two reportable business segment viz. &"Educational Training and Development 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.1951.138 Lakhs during the nancial year, compared to Rs.1749.387 Lakhs in the preceding nancial year on standalone basis. This segment reported steady performance during the year on the increase demand for training and soft skil development programs in the Corporates and other allied institutions. This was further aided by benefits accruing from Deen Dayal Upadhyaya Grameen Kaushalya Yojna (DDU-GKY) (a scheme of Ministry of Rural Development (MoRD)) skilling for imparting for training & skill development programs in the State of Maharashtra and to transform rural poor youth into an economically independent and globally relevant workforce.

? EDUCATIONAL BUSINESS SUPPORT ACTIVITIES:

The Company achieved Gross Value of Trading and Support activities comprised of Rs.1046.30 Lakhs during the nancial year, compared to Rs.1406.91 Lakhs in the preceding nancial year on standalone basis. The Performance Products segment demonstrated a slight decrease in FY 2018-19 with revenues of Rs.1046.30 Lakhs for test preparation of various examinations and other competitive exams . However your Company has developed an extensive network of domestic clientele and undertaken meticulous the orts to position its products into right geographies, cater to high value end-users and elevate operational the ciencies

(ii) CHANGE IN STATUS OF THE COMPANY:

During the nancial year 2018-2019 under review, there was no change in the Status of the Company and the Companys 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 Identi cation Number (CIN) -L80301MH2011PLC219291.

(iii) DETAILS OF ANY CHANGE IN FINANCIAL YEAR

During the nancial year 2018-2019 under review, the company has followed uniform nancial 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.268.659 Lakhs towards expansions in Supply of Infrastructure & Other services segments, to enhance the capacities of major services and also towards increasing operational the ciencies.

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

During the nancial year 2018-2019 under review, the Company has neither acquired nor disposed any Subsidiary, Associate or entered into Joint Venture with any Company.

(vi) NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF:

During the nancial year 2018-2019 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 nancial year 2018-2019 under review, there are no material changes and commitments a ecting the nancial position of the Company which have occurred between the end of the nancial year to which this nancial statements relate and date of this report.

(viii) DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE BOARDS REPORT

During the nancial year 2018-2019 under review, the company has not revised its nancial statement or the Boards Report in respect of any of the three preceding nancial years either voluntarily or pursuant to the order of any judicial authority.

2. CHANGES IN SHARE CAPITAL AND DEBT STRUCTURE:

During the nancial year 2018-2019 under review, the Company has not made any changes in the Share Capital structure of the Company:

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 di erential 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 nancial year 2018-2019 under review, the issued, subscribed and paid-up Capital of the Company stood at Rs. 2,48,30,000/- (Rupees Two Crore Forty Eight Lakh Thirty Thousand only) divided into 24,83,000 Equity Shares of face value ofRs.10/- each as on 31st March 2019.

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 nancial year 2018-2019 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.

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 nancial year 2018-2019 ended 31st March 2019.

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

? CHANGES AMONGST KEY MANAGERIAL PERSONNEL (KMP):

1. Mr. Sanjay Madhukar Khare (IT PAN No. ACDPK2152J) ceased to be Chief Financial Officer (Designated Key Managerial Personnel (KMP) of the Company the ective 13th November, 2018. The Board of Directors would like to record its appreciation for the services rendered by him during his tenure as Chief Financial Officer of the Company.

2. The Board of Directors at its meeting held on 18th April, 2019, based on the recommendations vide the resolution passed by the Nomination and Remuneration Committee at its meeting held on 18th April, 2019 has appointed Mr. Devendra Pacholi (IT PAN: BHQPP8245J) as the Chief Financial Officer designated Key Managerial Personnel of the Company the ective 18th April, 2019.

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

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

2) Mr. Devendra Pacholi (IT PAN No. BHQPP8245J) : Chief Financial Officer

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

? CHANGES AMONSGT THE INDEPENDENT DIRECTORS:

1. The Board of Directors at its meeting held on 18th April, 2019, based on the recommendations vide the resolution passed by the Nomination and Remuneration Committee at its meeting held on 18th April, 2019, has appointed Ms. Shunali Nagarkatti (DIN) 08414855) as an Additional Director (Category: Non-executive, Independent) of the Company the ective 18th April, 2019. By virtue of provisions of Section 161 of Companies Act, 2013 her term expire at the ensuing Eight (08th) Annual General Meeting of the Company. The Members are requested to approve her appointment as recommended by the Board and mentioned in the Notice convening the Eight (08th) Annual General Meeting of the Company. Ms. Shunali Nagarkatti, if appointed as an Independent Director, shall not be liable to retire by rotation.

2. Ms. Premlata Shantilal Daga (DIN 07637313), ceased to be Director (Category: Non-executive, Independent) of the Company the ective 27th July, 2018. The Board of Directors would like to record its appreciation for the services rendered by her during her tenure as a Director of the Company.

? DIRECTOR - RETIREMENT BY ROTATION :

Pursuant to Section 152 of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), Mr. Gururaj Karajagi (DIN 01330419), Director (Category: Non executive & Non -Independent) 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 & Non -Independent) to the Shareholders for their consideration at the Eight (08th) Annual General Meeting in the interest of the Company. The brief resume and other details relating to Mr. Gururaj Karajagi (DIN 01330419), as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated in the annexure to the notice calling Eight (08th) Annual General Meeting of the Company.

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

Ms. Shunali Nagarkatti (DIN) 08414855), was appointed as an Additional Director (Category: Non executive & Independent) the ective 18th April, 2019. By virtue of provisions of Section 161 of Companies Act, 2013, her term expires at the ensuing Eight (8th) Annual General Meeting of the Company. The Members are requested to approve her appointment as recommended by the Board and mentioned in the Notice convening the Eight (8th) Annual General Meeting of the Company in the interest of the Company. Ms. Shunali Nagarkatti (DIN) 08414855), if appointed as an Independent Director, shall not be liable to retire by rotation. The Company has received a notice in writing under Section 160 of the Companies Act 2013 from a member proposing the candidature of Ms. Shunali Nagarkatti (DIN) 08414855 for the o ce of a Director of the Company.

The brief resume, justi cation for appointment of appointees and other details relating to Ms. Shunali Nagarkatti (DIN) 08414855), and Mr. Gururaj Karajagi (DIN 01330419), as required to be disclosed under Regulation 26(4) and 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is incorporated in the annexure to the notice calling Eight (08th) Annual General Meeting of the Company.

The present composition of the Board of Directors and Key Managerial Personnel is as follows:

1) Mr. Vijay Singh Bapna (DIN 02599024) : Director (Non-executive, Independent)
2) Mr. Aditya Bhandari (DIN 07637316) : Whole Time Director
3) Mr. Gururaj Karajagi (DIN 01330419) : Director (Non-executive, Non- Independent)
4) Ms. Shunali Nagarkatti (DIN 08414855) : Director (Non-executive, Independent)
5) Ms. Mallika Bajaj (DIN 06382457 : Director (Non-executive, Independent)
6) Ms. Preeti Pacheriwala : Company Secretary & Compliance Officer
7) Mr. Devendra Pacholi : Chief Financial Officer

? 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 duly complied with the de nition of Independence according to the provisions of Section 149(6) of, read with Schedule IV - Code of Independent Directors to, the Companies Act, 2013 and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended). All the Independent Director/s, have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law. The Independent Directors have also con rmed that they have complied with the Companys code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors a rmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

? DISQUALIFICATIONS OF DIRECTORS:

During the nancial year 2018-2019 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 obtain a certi cate from CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054 & Certi cate of Practice No. 12917), that none of the Directors of your Company is disquali ed; to hold o ce as director disquali ed as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the o ce of a Director pursuant to any order of the SEBI or any such authority in terms of SEBIs Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject " Enforcement of SEBI orders regarding appointment of Directors by Listed Companies".

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

? MEETINGS OF BOARD OF DIRECTORS:

During the nancial year 2018-2019, the Board of Directors met Five (5) times on (1) 08th May, 2018, (2) 28th May, 2018, (3), 27th July, 2018 (4) 13th November,2018 and (5) 06th March,2019. The interval between the two meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013 and Regulation 17 - of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of which are given in the Corporate Governance Report.

? COMMITTEE OF THE BOARD OF DIRECTORS:

As on March 31, 2019, 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.

? NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for determining quali cations, 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 www.globaledu.net.in

? 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. The Director/s were satisfied with the evaluation results, which re ected the overall engagement of the Board and its Committee/s with the Company.

? PERSONNEL/PARTICULARS OF EMPLOYEES:

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

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

Name of the Director Designation #Ratio to median remuneration
Mr. Aditya Bhandari Whole Time Director 9.91:1

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

Name of the Directors & KMPs other than Directors Designation % Increase in remuneration in the nancial year 2018 - 2019
Mr. Sanjay Khare Chief Financial Officer (CFO) Not Applicable
Mr. Aditya Bhandari Whole Time Director 20%
Ms. Preeti Pacheriwala Company Secretary & Compliance Officer 15%

c.The percentage increase in the median remuneration of employees excluding WTD in the nancial year: 10.65%

d.The median Remuneration of employees (MRE) excluding Whole Time Director was Rs. 1,54,350/-and Rs.1,39,500/-in scal 2019 and scal 2018 respectively. The increase in MRE excluding the Whole Time Director in scal 2019 as compared to scal 2018 is 10.65%.

e.The median Remuneration of employees (MRE) including Whole Time Director was Rs.1,54,700/- and Rs. 1,40,000/- in scal 2019 and scal 2018 respectively. The increase in MRE including the Whole Time Director in scal 2019 as compared to scal 2018 is 10.5%

f. The number of permanent employees including KMPs on the rolls of Company as on 31st March 2019 : 203 employees.

g. The aggregate remuneration of employees excluding WTD grew by 5.91% over the previous scal. The aggregate increase in salary for WTDs and other KMPs was 2.91 in scal 2019 h. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last nancial year and its comparison with the percentile increase in the managerial remuneration and justi cation thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was about 5.91%. During the nancial year, the total increase is approximately 10.65%.Increase in the managerial remuneration for the nancial year was around 18.17%.

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

Particulars Amount (Rs)
Aggregate remuneration of key managerial personnel (KMP) in FY 2018-2019 27,68,065
Revenue ( in Rupees) 29,97,44,619
Remuneration of KMPs (as % of revenue) 0.92%
Pro t before Tax (PBT) ( in Rupees) 9,29,53,953
Remuneration of KMP (as % of PBT) 2.98%

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

Particulars 31st March 2019
Market Capitalisation 335,205,000
Price Earnings Ratio 5.028%

The closing price of the Companys equity shares on NSE e-MERGE (SME Emerge Platform) as on 31st March 2019 was Rs.135/-.

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

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

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

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

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

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

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

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

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

? DIRECTORS RESPONSIBILITY STATEMENT:

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

(a) that in the preparation of the Annual Accounts for the year under review, all applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (b) and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company as at 31st March 2019 and of the profit of the Company for the year ended on that date; (c) that the Directors have taken proper and su cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; (e) the directors, had laid down internal nancial controls to be followed by the company and that such internal nancial controls are adequate and were operating the ectively.

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

? INTERNAL AUDITORS AND INTERNAL CONTROL SYSTEM & ITS ADEQUACY:

The Company has appointed Internal Auditors to check and have an the ective internal control and risk-mitigation system, which are assessed and strengthened with standard operating procedures. The Companys 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 the ectiveness 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. Signi cant 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.

? REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013 any instances of fraud committed against the Company by its Officers or employees, the details of which would need to be mentioned in the Boards Report.

6. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

A) FINANCIAL POSITION AND PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

During the year under review, the Company has one Wholly Owned Subsidiary and one Associate Company as on March 31, 2019. The Company does not have any Joint Venture with any company. The details of subsidiary and Associate are given below:-

(i) RIAAN Eduventures Private Limited:-

RIAAN Eduventures Private Limited (CIN: U74999MH2017PTC295972); is a Private Limited Company incorporated on 9th June 2017 with an Authorized Share Capital : Rs. 5 Lakh comprising of 50,000 Equity Shares of Rs.10/- each and Issued, Subscribed and Paid-up Share Capital of 50,000 Equity Shares of Rs.10/- each aggregating to Rs.5,00,000/-(Rupees Five Lakh) Only. The main object of the Company is the business of dealing in Information Technology, Software and Hardware development, IT projects and to carry on business of printers, publishers, DPT operators and such other activities as may be permitted from time to time and in compliance of the Companies Act, 2013. The Company has 100% equity stake in RIAAN Eduventures Private Limited (CIN: U74999MH2017PTC295972) and RIAAN Eduventures Private Limited has thus become a wholly owned subsidiary of the Company (under section 2(86) of the Companies Act, 2013) with the ect from 9th June 2017. The Company has formulated the Material Subsidiary policy and the same is uploaded on the website of the Company www.globaledu.net.in.

During the year under review there were no operations and the Subsidiary Company did not register any income as on 31st March 2019.

(ii) Achievers Educare Private Limited:-

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

FINANCIAL PERFORMANCE :

During the current nancial year 2018-2019 ended 31st March 2019, the Associate Companys total Revenue from operation is Rs. 11,44,854/- (Sale of Services) as against of Rs27,83,782/- (Sale of Services) in the corresponding previous year 2017-2018 ended 31st March 2018. The Loss after tax for the nancial year 2018-2019 ended 31st March 2019 is Rs. 29,33,413/- as against Loss of Rs. 14,89,791/- of the corresponding previous nancial year 2017-2018 ended 31st March 2018

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

During the nancial year 2018-2019 under review none of the Companies have become or ceased to be subsidiaries, associates and joint ventures. During the nancial year 2018-2019 ended 31 March 2019, the Company does not have any material listed and unlisted Subsidiary or Associate 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 Companys website at www.globaledu.net.in

C) AUDITED FINANCIAL STATEMENTS OF THE COMPANYS ASSOCIATE & SUBSIDAIRY:

The Board of Directors of your Company at its meeting held on May 29, 2019, approved the Audited Consolidated Financial Statements for the FY 2018- 2019 which includes nancial information of its Associate & Wholly Owned subsidiary, and forms part of this report. The Consolidated Financial Statements of your Company for the FY 2018-2019, have been prepared in compliance with applicable Accounting Standards and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 requirement. A report on the performance and nancial position of Associate and wholly owned subsidiary of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 as an Annex - A, which forms part and parcel of the Boards Report

The Financial Statements of the subsidiary companies and related information are available for inspection by the members at the Registered O ce 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 2018-2019 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 COMPANIES ACT, 2013:

During the nancial year 2018-2019 under review, the Company has not given and/or extended any Loans to, Investments in, other bodies corporate nor given and/or extended guarantees or provided securities to other bodies corporate/s or persons covered under the provisions of Section 186 of the Companies Act, 2013 read with the Rules made there under except advances which were granted to body corporates [Not related to the Promoters, Promoters Group, Directors, Key Managerial Personnel (KMP) of the Company and/or their relatives as a Related Party as defined under Section 2(76) of the Companies Act, 2013]. The Members are requested to refer the Note/s to the nancial statements which forms the part of the Annual Report for detailed information

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

During the nancial year 2018-2019, there were no transactions / contracts / arrangements have been entered into by or with any of the Promoters, Promoters Group, Directors, Key Managerial Personnel (KMP) of the Company and/or their relatives except Payment of Managerial Remuneration to the Executive (Whole-time) Director/s of the Company.

Accordingly, the detailed information for the transactions with the Key Managerial Personnel (KMP) with respect to payment of Managerial Remuneration pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 (as amended) are provided in "Annexure -B" in prescribed Form No. AOC-2 and the same forms part of this Annual Report. Transactions with related parties, as per requirements of Accounting Standard 18 are disclosed in the notes to accounts annexed to the nancial statements. Your Companys Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Companys website i.e www.globaledu.net.in.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

The projects are in accordance with Schedule VII of the Companies Act, 2013 and the Companys CSR policy. The Report on CSR Activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as "Annexure - C" forming part of this Report. 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 nancial year ended 31st March, 2019 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 D 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 todays 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 nancial risk, political risk, delity 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 Companys 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.

The detailed disclosure of the Vigil Mechanism policy are made available on the Companys website www.globaledu.net.in 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 COMPANYS OPERATIONS IN FUTURE:

During the nancial year 2018-2019 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:

At the Seventh AGM held on July 27, 2018 the Members approved appointment of M/s. S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi (ICAI Firm Registration No. 000756N) as Statutory Auditors of the Company to hold o ce for a period of Two years ie from the conclusion of Seventh (07th) Annual General Meeting to be held for the nancial year 2017-2018 until the conclusion of Ninth (09th) Annual General Meeting of the Company to be held for the nancial year 2019-2020 ending 31st March 2020 subject to rati cation of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for rati cation by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with the ect from May 7, 2018. Accordingly, no resolution is being proposed for rati cation of appointment of statutory auditors for the nancial year 2019-2020 at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

M/s. S. S. Kothari Mehta & Co., (Firm Registration No. 000756N), Chartered Accountants, New Delhi, Statutory Auditors have con rmed that the re-appointment if made would be within the limits specified under Section 141(3)(g) of the Act and it is not disquali ed to be reappointed 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.

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 & Certi cate of Practice No. 12917), to conduct Secretarial Audit for the nancial year 2018-2019. The Secretarial Audit Report in Form MR-3 con rms 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 Annex E and forms part and parcel of the Boards Report.

The Board of Directors of the Company has re-appointed CS. Riddhita Agrawal, Company Secretary in Practice, Nagpur (Membership No. FCS 10054 & Certi cate of Practice No. 12917), to conduct the Secretarial Audit as per Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 prescribed under Section 204 of the Companies Act, 2013 for the nancial year 2019 2020.

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

(a) Statutory Auditors report:

The Auditors Report submitted by M/s. S. S. Kothari Mehta & Co., (Firm Registration No. 000756N), Chartered Accountants, New Delhi, the Statutory Auditors of the Company to the shareholders for the nancial year 2018-2019 ended 31st March, 2019 does not contain any reservation, quali cation, or adverse remark. The observations made by the Statutory Auditors in their report are self-explanatory and have also been further ampli ed in the Notes to the Account and as such do not call for any explanations.

(ii) Secretarial Auditors Report:

The Secretarial Audit Report for the nancial year ended 31 March, 2019 in Form MR-3 which forms part of the Board Report does not contain any quali cations, reservations or adverse remarks made by the Secretarial Auditor in her report and as such do not call for any explanations.

16. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the nancial year 2018-2019 under review, the Company was in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Board and General Meetings.The Company was also in compliance with the voluntary Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Dividend and Report of the Board of Directors.

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

During the nancial year 2018-2019 under review, the Company has not passed or led any resolution/application or by any nancial or operational creditor against the Company under the Insolvency and Bankruptcy Code, 2016 before National Company Lay Tribunal.

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

During the nancial year 2018-2019 under review, the Company has not failed to implement any corporate action within the specified time Limit as declared under Section 125 of the Companies Act 2013 and relevant rules made there under.

19. EXTRACT AND WEB ADDRESS OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, (as amended), is furnished in the Form MGT-9 as Annexure F which forms an integral part of this Report and that the extract of Annual Return i.e MGT-7 of nancial year 2018-19 including Form No. MGT-9 is also available/hosted on the Companys website viz. 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 sta . Additional the orts 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 Companys growth and sustainability in the future.

I) HEALTH AND SAFETY:

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

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

I) CODE OF CONDUCT COMPLIANCE:

A declaration signed by the Whole Time Director and Director a rming compliance for the Financial Year 2018-19, with the Companys 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.

iv) CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 issued by the Ministry of Corporate A airs Consolidated Financial Statements of the Company and its Associate & Wholly Owned subsidiary have been prepared for the FY 2018- 2019 . The audited consolidated nancial statements along with the auditors report thereon forms part of this Annual Report. The consolidated nancial statements, presented by the Company include the nancial results of its Associate & Wholly Owned subsidiary. The audited standalone nancial statements of these entities have been reviewed by the Audit Committee and the Board and is available on our website www.globaledu.net.in. These documents will also be available for inspection during business hours at our registered o ce of the Company.

21. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:

(I). MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

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

(ii) CORPORATE GOVERNANCE:

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

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

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

The details regarding Board and its Committee meetings, Policy for Appointment of Directors, Remuneration policy for Directors and KMPs, 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 Boards Report.

ENCLOSURES

a) Annex A : Statement containing salient features of Financial Statements of Subsidiaries, Associate and Joint Venture Companies pursuant to Section 129(3) of the Companies Act, 2013 b) Annex B : Particulars of prescribed contracts / arrangements with related parties in Form AOC-2; c) Annex C : Annual Report on Corporate Social Responsibility (CSR) activities together with expenditure details; d) Annex D : Report on Energy Conservation, Technology Absorption and Foreign Exchanges Earnings and Outgo; e) Annex E : Secretarial Auditors Report in Form No. MR- 3; f) Annex F: Extract of Annual Return as of 31st March, 2019 in the prescribed Form No. MGT-9 g) Annex G : Certi cate on Sexual Harassment of Women at the Workplace and its Prevention, Prohibition & Redressal.

iii) CODES OF CONDUCT OF BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODES /POLICIES

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

1. Code of Business Principles and Conduct;

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

3. Code for Vigil Mechanism - Whistle Blower Policy ;

4. Code for Independent Directors;

5. Corporate Social Responsibility Policy;

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

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

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

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

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

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

Global Education Limited ("the Company") has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees etc) are covered under this Policy. During the year 2018-2019, the Company has not received any complaint of sexual harassment. The Certi cate by Whole Time Director and Director of the Company to that the ect is enclosed herewith as an Annexure G and forms part of this report.

23. ACKNOWLEDGEMENTS:

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

For and on behalf of the Board
ADITYA BHANDARI GURURAJ KARAJAGI
WHOLE TIME DIRECTOR DIRECTOR
DIN: 07637316 DIN: 01330419
Address: Flat No. A/502, 5th Floor, Shri Mohini Address: 14, Gurukripa, Cholanayakanahalli
Raj Apartment, Khare Town, Dharampeth, R.T.Nagar Bangalore 560032 Karnataka, India
Nagpur 440010, Maharashtra, India
Place : Nagpur
Date : 29th May 2019