To
The Members,
Global Education Limited
The Board of Directors of the Company hereby present the Fourteenth (14
) Annual Report together with the Audited Financial Statements
(Standalone & Consolidated) of the Company for the year 2024-2025
ended 31 March 2025 ("year under review/ FY 2024-2025").
1. PERFORMANCE REVIEW AND THE STATE OF COMPANY'S AFFAIRS:
The nancial performance of the Company for the year 2024-2025 ended on
31st March 2025 is summarized below:
Particulars |
Standalone |
Consolidated |
|
Current Financial Year |
Previous Financial Year |
Current Financial Year |
Previous Financial Year |
|
2024-2025 |
2023-2024 |
2024-2025 |
2023-2024 |
Revenue from Operation |
|
|
|
|
| A. Sale of Traded goods |
2265.88 |
2148.59 |
2265.81 |
2148.55 |
| B. Sale of Services |
4536.95 |
5015.09 |
4962.24 |
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 |
| Pro t 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 |
| Pro t 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 Pro t for the Year after Tax before Share
of |
2518.67 |
3044.63 |
2808.67 |
3370.09 |
| Pro t/(loss) in associate |
|
|
|
|
| Pro t /(Loss) from Associate Company |
- |
- |
252.38 |
307.82 |
Net Pro t 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 |
(a) Financial Performance :
(i) Standalone Financial Highlights
During the current nancial year 2024-2025 ended 31st March 2025, the
Company's total Revenue from operation is Rs. 6802.83 Lacs (Sale of traded goods and Sale
of Services) as against of Rs. 7163.69 Lacs (Sale of traded goods and Sale of Services) in
the corresponding
previous year 2023-2024 ended 31st March 2024.
Income from other sources is Rs. 340.75 Lacs as against Rs. 231.66 Lacs
of the corresponding previous nancial year 2023-2024 ended 31st March 2024.
Total Comprehensive Income for the nancial 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 nancial year 2023-2024 ended 31st March 2024.
Earnings per share as on 31st March 2025 is Rs. 4.95./- vis a vis Rs.
5.98/- as on 31st March 2024.
ii) Consolidated Financial Highlights
During the current nancial year 2024-2025 ended 31st March 2025,
the Company's total Revenue from operation is Rs. 7228.05 Lacs (Sale of traded goods and
Sale of Services) as against of Rs. 7431.09 Lacs (Sale of traded goods and Sale of
Services) in the corresponding
previous year 2023-2024 ended 31st March 2024.
Income from other sources is Rs. 313.38Lacs as against Rs. 225.64 Lacs
of the corresponding previous nancial year 2023-2024 ended 31st March 2024.
Total Comprehensive Income for the nancial 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 nancial year 2023-2024 ended 31st March 2024.
Earnings per share as on 31st March 2025 is Rs. 5.54./- vis a vis Rs.
6.65./- as on 31st March 2024.
Operations of the Company and business overview have been discussed in
more detail in the Management Discussion and Analysis
forming a part of this report.
(b) TRANSFER TO RESERVES (BALANCE SHEET):
As per Standalone nancials, 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 :-
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 Pro t & 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
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
Company's cash ow 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 2024-2025 under
review, the Board of Directors of your Company has at its Meetings held on 22nd October
2024 declared Interim Dividend @ 50% i.e Rs.2.50/- (Rupee Two and Fifty Paise Only) per
Equity Share of face value of Rs.5/- each fully paid-up for the current nancial year
2024-2025 ended 31st March 2025 which was paid to the members, whose names appeared on the
Register of Members of the Company on Monday, 04th November, 2024. The Gross interim
dividend payout, was Rs. 509.015 Lakhs.
Your Directors recommended a nal 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 pro ts 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 identi ed 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.
4 EDUCATIONAL TRAINING AND DEVELOPMENT ACTIVITIES: The Company
achieved Gross Value Services of Rs.3601.51 Lacs during the nancial year, compared to Rs.
5203.75 Lacs in the preceding nancial year on standalone basis. This segment reported a
decrease in the performance during the year under review.
4 BUSINESS SUPPORT ACTIVITIES : The Company achieved Gross Value
of Trading and Support activities comprised of Rs. 3201.32 Lacs during the nancial year,
compared to Rs.1959.93 Lacs in the preceding nancial 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 e orts to position its products into right
geographies, cater to high value end-users and elevate operational e ciencies.
(ii)CHANGE IN STATUS OF THE COMPANY:-
During the nancial 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 Identi cation Number (CIN)
-L80301MH2011PLC219291.
(iii)DETAILS OF ANY CHANGE IN FINANCIAL YEAR
During the nancial year 2024-2025 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. 570.08 Lakhs towards expansion in Supply of
Infrastructure & Other services segments, to enhance the capacities
of major services and also towards increasing operational e ciencies.
(v) DETAILS AND STATUS OF ANY NEW ACQUISITION, MERGER, EXPANSION,
MODERNIZATION AND DIVERSIFICATION:
During the nancial 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 e ect from
29th day of November, 2024.
(vi)NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF:
During the nancial 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 speci c 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 2024-2025 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. As such, no speci c 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 speci c details are required to be given or provided.
2. CHANGES IN SHARE CAPITAL AND DEBT STRUCTURE:
During the nancial year 2024-2025 under review, the Company has made
changes in the capital structure of the Company. The members of the Company in their
Extra-Ordinary General Meeting held on 19th November 2024, approved the Sub-division of
Share Capital of the Company, accordingly, the Share Capital of the Company, was
sub-divided into One [01] Equity Share of face value of Rs.5/- (Five) each fully paid up
into Two [02] Equity Shares of face value of Rs.2/- (Two) each fully paid up. The revised
capital Structure of the Company is as follows:-.
Particulars |
Current Financial Year 2024-2025 |
Previous Financial Year 2023-2024 |
|
Amount in Rs. |
Authorised Share Capital |
|
|
FY [2024 2025] 5,97,50,000 Equity
Shares of face value of Rs. 2/- (Rupees Two) each |
|
|
|
11,95,00,000 |
11,95,00,000 |
FY [2023 2024] 2,39,00,000 Equity
Shares of face value of Rs. 5/- (Rupees Five) each |
|
|
| 5,00,000 Preference Shares of Rs.1/- (Rupees
One) each |
5,00,000 |
5,00,000 |
Total |
12,00,00,000 |
12,00,00,000 |
Issued, Subscribed and Paid-Up Share
Capital |
|
|
FY [2024 2025] 5,09,01,500 Equity
Shares of face value of Rs. 2/- (Rupees Two) each |
|
|
|
10,18,03,000 |
10,18,03,000 |
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 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 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 nancial 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 speci c 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 nancial 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 O cer |
| 3) Ms. Preeti Pacheriwala |
Company Secretary & Compliance O cer |
u 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 e ect from 20th May 2024 to hold the o
ce 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 pro
ciency 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
xed rst 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 pro
ciency 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 xed second term of consecutive Five (05) years, i.e, from 28th April 2025
upto 27th April 2030. "as an Independent Director of the Company.
u DIRECTOR - RETIREMENT BY ROTATION :
Pursuant to the provisions of Section 152 of Companies Act, 2013
read with the Companies (Appointment and Quali cation of Directors) Rules, 2014 (as
amended), Mr. Gururaj Karajagi (DIN: 01330419),, Director (Category: Non-Executive)
retires by rotation and being eligible, o ers 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.
u 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 e ect that he / she (i) meets the criteria
of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended)
["Listing Regulations"] and also, duly complied with Code of Conduct prescribed
in Schedule IV to the Act.
The Company has received the self-declaration/s from all the Director/s
and Senior Management Personnel of the Company, as to the due compliance of Company's Code
of Conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors 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. Further, the Independent
Directors have included their names in the data bank of Independent Directors maintained
with the Indian Institute of Corporate A airs in terms of Section 150 of the Act read with
Rule 6 of the Companies (Appointment and Quali cation 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. u DISQUALIFICATIONS OF DIRECTORS:
During the nancial 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 Quali cation of Directors)
Rules, 2014. The Board noted the same and further the company has obtained a certi cate
from CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054
& Certi cate of Practice No. 12917, Peer Review Certi cate No. 1838/2022), 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
SEBI's Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject "
Enforcement of SEBI orders regarding
appointment of Directors by Listed Companies".
The Directors of the Company have made necessary disclosures, as
required under various provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
u MEETINGS OF BOARD OF DIRECTORS:
During the nancial 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. u 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
speci c roles and responsibilities as may be speci ed by the Board from time to time.
u 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 speci c details are required to be given or provided.
u 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
https://globaledu.net.in/inves-info/code-policies/nomination-remuneration.pdf
u 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 bene t 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 ndings 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 e ectiveness, ethics and compliances, the evaluation of the
Company's performance, and internal control and audits . The Director/s were satis ed with
the evaluation results, which re ected 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 nancial 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 O cer, Company Secretary in the nancial year
2024-2025:
Name of the Directors &
KMPs other than Directors |
Designation |
Annual [%] Increase in
remuneration in the nancial year 2024 2025 |
| Mr. Hemant Daga |
Chief Financial O cer (CFO) |
9.27% |
| Mr. Aditya Bhandari |
Whole Time Director |
5.45% |
| Ms. Preeti Pacheriwala |
Company Secretary & Compliance O cer |
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 justi cation
thereof and point out if
there are any exceptional circumstances for increase in the managerial
remuneration:
The average percentage increase in the salary of the Company's employee
excluding Managerial Personnel was 21.00%. The percentage increase in salary of Managerial
personnel during the period was 6.06%.
Comparison of the remuneration of the key managerial personnel against
the performance of the Company:
Particulars |
Amount in Lacs |
| Aggregate remuneration of key managerial
personnel (KMP) in FY 2024-2025 |
62.13 Lacs |
| Total Revenue ( in Rupees) |
7143.58 Lacs |
| Remuneration of KMPs (as % of revenue) |
0.87% |
| Pro t 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 nancial year and previous nancial
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. A rmation that the remuneration is as per the
remuneration policy of the Company: Remuneration paid to Director/s, Key Managerial
Personnel and Employees of the Company is as per the remuneration policy of the Company.
l. Information as per Section 197 of the Companies Act, 2013 ("the Act") and
Rule 5(2) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules,
2014 (as amended), forms part of this report. However, in terms of Section 136(1) of the
Act, the Report and Financial Statements are being sent to all the shareholders and others
entitled to receive the same, excluding the statement of particulars of employees. The
statement is available for inspection by the members through electronic mode upto the date
of the ensuing Fourteenth (14th) Annual General Meeting. If any member interested in
obtaining a copy thereof, such member may write to the Company Secretary at the registered
o ce 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. u 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. u 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 (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 a airs of
the Company at the end of the nancial year and of the pro ts of the Company for that
nancial year; (c) That the Directors had taken proper and su cient 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 nancial
controls to be followed by the Company and that such internal nancial controls were
adequate and operating e ectively; 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 e ectively. u INTERNAL AUDITORS AND INTERNAL CONTROL SYSTEM
& ITS ADEQUACY:
The Company has appointed Internal Auditors to check and have an e
ective 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 e 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
ndings 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 quali cation on accounts of the Company from the Internal Auditors. u 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 e ciently and are
adequately protected; (b) that all the internal policies and statutory guidelines are
complied with; and (c) the accuracy and timing of nancial reports and management
information is maintained u 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 nancial statements including the a airs of the Company are
self-explanatory and do not contain any quali cation, reservation, adverse remarks or
disclaimer thereof.
As such, no speci c 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, nance,
economics, insurance, other nancial 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 e ect from June, 11th ,
2024. The Company has formulated the Material Subsidiary policy and the same is uploaded
on the website of the Company www.globaledu.net.in.
During the current nancial year 2024-2025 ended 31st March 2025,
the Total Revenue from operation is Rs. 142.28Lakhs as against of Rs. 50.49 Lacs in the
corresponding previous year 2023-2024 ended 31st March 2024.
The De cit after tax for the nancial year 2024-2025 ended 31st
March 2025 is Rs. (14.82) Lacs as against De cit of Rs. (36.37) Lacs of the corresponding
previous nancial year 2023-2024 ended 31st March 2024.
Earnings per share as on 31st March 2025 is Rs. (5.93./-) vis a vis
Rs. (14.55/-) as on 31st March 2024.
(ii) Yoco Stays Private Limited:-
Yoco Stays Private Limited (CIN: U55209MH2022PTC395941); is a Private
Limited Company incorporated on 26th December, 2022 with an Authorized Share Capital : Rs.
25 Lakh comprising of 250,000 Equity Shares of Rs.10/- each and Issued, Subscribed and
Paid-up Share Capital of 250,000 Equity Shares of Rs.10/- each aggregating to Rs.
25,00,000/-(Rupees Twenty Five Lakhs) Only. The main object of the Company is managing
hostel accommodations, residences and Service apartments to individuals, corporates and
Firms in India including provision of rental accommodation along with xtures 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 e ect from
26th December, 2022. The Company has formulated the Material Subsidiary policy and the
same is uploaded on the website of the
Company www.globaledu.net.in.
During the current nancial year 2024-2025 ended 31st March 2024,
the Total Revenue from operation is Rs. 119.14Lakhs as against of Rs. 85.12 Lacs in the
corresponding previous year 2023-2024 ended 31st March 2024.
The Surplus after tax for the nancial year 2024-2025 ended 31st
March 2025 is Rs. 58.48 Lacs as against Surplus of Rs. 28.24 Lacs of the corresponding
previous nancial year 2023-2024 ended 31st March 2024.
Earnings per share as on 31st March 2025 is Rs. 23.39 vis a vis Rs.
11.29 as on 31st March 2024.
(iii) Global Sports Academy Private Limited:-
Global Sports Academy Private Limited (CIN: U85410MH2023PTC402961); is
a Private Limited Company incorporated on 16th May 2023 with an Authorized Share Capital :
Rs. 2.5 Crore comprising of 25,00,000 Equity Shares of Rs.10/- each and Issued, Subscribed
and Paid-up Share Capital of 23,81,400 Equity Shares of Rs.10/- each aggregating to Rs.
2,38,14,000/-(Rupees Two Crore Thirty Eight Lakhs Fourteen Thousand Only). The main object
of the Company is for providing sports education and engage trainers, teachers for the
development of all sports and games and such other activities as permitted and in
compliance of the Companies Act, 2013. The Company has 100% equity stake in Global Sports
Academy Private Limited (CIN: U85410MH2023PTC402961) and Global Sports Academy Private
Limited has thus become a Wholly owned subsidiary of the Company (under section 2(87) of
the Companies Act, 2013) with e ect from 16th May 2023. The Company has formulated the
Material Subsidiary policy and the same is uploaded on the
website of the Company www.globaledu.net.in.
During the current nancial year 2024-2025 ended 31st March 2024,
the Total Revenue from operation is Rs. 153.83 Lakhs as against of Rs. 142.73 Lacs in the
corresponding previous year 2023-2024 ended 31st March 2024.
The Surplus after tax for the nancial year 2024-2025 ended 31st
March 2025 is Rs. 17.62 Lacs as against Surplus of Rs. 46.57 Lacs of the corresponding
previous nancial year 2023-2024 ended 31st March 2024.
Earnings per share as on 31st March 2025 is Rs. 0.74 vis a vis Rs.
1.96 as on 31st March 2024.
(iv) OwnPrep Private Limited:-
OwnPrep Private Limited (CIN: U80903MH2022PTC384847); is a Private
Limited Company incorporated on 18th June 2022 with an Authorized Share Capital : Rs. 1.1
Crore comprising of 11,00,000 Equity Shares of Rs.10/- each and Issued, Subscribed and
Paid-up Share Capital of 10,000 Equity Shares of Rs.10/- each aggregating to Rs.
1,00,000/-(Rupees One Lakhs Only). The main object of the Company is for providing of
developing and maintaining online web portal or directory for providing details,
information, solutions and services related to Education eld, 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 e ect from 16th October
2023. The Company has formulated the Material Subsidiary policy and the same is uploaded
on the website of the Company
www.globaledu.net.in.
During the current nancial year 2024-2025 ended 31st March 2025,
the Total Revenue from operation and other Income is Rs. 19.21 Lakhs as against of Rs.
10.61 Lacs in the corresponding previous year 2023-2024 ended 31st March 2024.
The De cit after tax for the nancial year 2024-2025 ended 31st
March 2025 is Rs. (21.74) Lacs as against De cit of Rs. (20.13) Lacs of the corresponding
previous nancial year 2023-2024 ended 31st March 2024.
Earnings per share as on 31st March 2025 is Rs. (217.43)./- vis a
vis Rs. (201.30)/- as on 31st March 2024.
(v) Yola Stays Limited [Formerly Rishiraj Enterprises Private
Limited]:-
"Yola Stays Limited" (CIN: U70102MH2009PLC194519); a Public
Limited Company incorporated on 31st July 2009 with an Authorized Share Capital : Rs. 11
Crores comprising of 2,20,00,000 Equity Shares of Rs.5/- each and Issued, Subscribed and
Paid-up Share Capital of 85,00,000 Equity Shares of Rs.5/- each. aggregating to Rs.
4,25,00,000 /-(Rupees Four Crores Twenty Five Lakhs) Only. The main object of the Company
is to construct, develop, operate, design buildings, residential blocks, student housing
properties and other properties in India including making available of facility management
and allied services as per the Companies Act, 2013.. The Company has 28.23% equity stake
in Yola Stays Limited" (CIN: U70102MH2009PLC194519); and Yola Stays Limited has thus
become
an Associate of the Company (under section 2(6) of the Companies Act,
2013) with e ect from 31st March, 2023.
During the current nancial year 2024-2025 ended 31st March 2025,
the Associate Company's Total Revenue from operation is Rs. 865.42 Lakhs as against of Rs.
2205.49 Lacs in the corresponding previous year 2023-2024 ended 31st March 2024.
The Pro t after tax for the nancial year 2024-2025 ended 31st March
2025 is Rs. 169.53 Lacs as against Pro t of Rs. 912.14 Lacs of the corresponding previous
nancial year 2023-2024 ended 31st March 2024.
Total Comprehensive Income for the nancial 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 nancial year 2023-2024 ended 31st March 2024.
Earnings per share as on 31st March 2025 is Rs. 1.99 vis a vis Rs.
10.73 as on 31st March 2024.
(vi) Rishiraj Infravision Private Limited:-
"Rishiraj Infravision Private Limited" (CIN:
U68100MH2024PTC434251); is a Private Limited Company incorporated on 29th October, 2024
with an Authorized Share Capital: Rs. 100,000/- divided as (1,00,000 )Equity Shares of Re.
1/- each and Issued, Subscribed and Paid-up Share Capital of Rs. 100,000/- divided as
(1,00,000) Equity Shares of Re. 1/- each. The main object of the Company is to buy, sell,
trade and negotiate on any land, plot(s) of land or any immovable property of any kind and
any interest therein including freehold and leasehold, and other properties whether
belonging or not belonging to the Company as per the Companies Act, 2013 The Company has
28.23% equity stake in Rishiraj Infravision Private Limited" (CIN:
U68100MH2024PTC434251); and Rishiraj Infravision Private Limited has thus become an
Associate of the Company (under section 2(6) of the Companies Act, 2013) with e ect from
29th day of November, 2024;.
During the current nancial year 2024-2025 ended 31st March 2025,
the Associate Company's Total Revenue from operation is Nil. .
The De cit after tax for the nancial year 2024-2025 ended 31st
March 2025 is (Rs. 6.40 Lacs)
Earnings per share as on 31st March 2025 is (Rs.15.18)
B) COMPANIES WHICH HAVE CEASED TO BE SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES:
During the nancial year 2024-2025 under review none of the Companies
has ceased to be subsidiaries, associates and joint ventures. During the nancial year
2024-2025 ended 31 March 2025, the Company does not have any material listed and unlisted
Subsidiary Company(ies) as de ned in Regulation 16(1)c of the Listing Regulations. However
the Board of Directors of the Company has approved a Policy for determining material
subsidiaries which is in line with the Listing Regulations as amended from time to time.
The Policy has been uploaded on the Company's website at
https://globaledu.net.in/inves-info/code-policies/material-subsidiaries-SEBI-LODR.pdf.
C) AUDITED FINANCIAL STATEMENTS OF THE COMPANY'S ASSOCIATE &
SUBSIDIARY:
The Board of Directors of your Company at its meeting held on 16th May
2025, approved the Audited Consolidated Financial Statements for the FY 2024 - 2025 which
includes nancial 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 nancial 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 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 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 speci c 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 nancial year 2024-2025 under review, the Company has not
given and/or extended any Loans to, Investments in, other bodies corporate nor given
and/or extended guarantees/comfort letter or provided securities to other bodies
corporate/s or persons directly or indirectly to Promoter/Promoter Group/Directors/KMP's
(including relatives) or any other entity controlled by them. The particulars of Loans,
Guarantees or investments given or made by the Company under Section 186 of the Act, are
disclosed in the Notes to the Financial Statements of the Company for the Financial Year
2024-25.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
UNDER SECTION 188 OF THE COMPANIES ACT, 2013:
The details of contracts or arrangements or transactions at arm's
length basis for the Financial Year 2024-25 in the prescribed Form No. AOC - 2 pursuant to
Clause (h) of Sub-section (3) of Section 134 of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014 (as amended) are given in the "Annexure
-A", which forms part and parcel of the Board's Report. There are no materially signi
cant related party transactions that may have potential con ict 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 nancial results for
the half year, disclosures of related party transactions on a consolidated basis, in the
format speci ed 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 e ort 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 nancial year (2024-2025) we have contributed Rs. 57,60,000/-
(Rupees Fifty Seven Lakhs Sixty Thousand Only) towards Corporate Responsibility (CSR) and
the budget for CSR to be spent is in line with the provisions under the Companies Act,
2013 and the allocated budget has been approved by the CSR committee. The CSR Policy is
available on the Company's website: www.globaledu.net.in. The detailed Annual report on
Corporate Social Responsibility forms as a part of the Board Report as
"Annexure-B". The Board of Directors has formed a committee on CSR in accordance
with Companies Act, 2013. The terms of reference of the Corporate Social Responsibility
Committee, number and dates of meetings held, composition and attendance of the Directors
during the nancial 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 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
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 nancial year 2024-2025 under review, no signi cant 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 rst 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 con rmed that the re-appointment if
made; would be within the limits speci ed under Section 141(3)(g) of the Act and it is not
disquali ed 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 o ce of the Statutory Auditors of the Company for the nancial
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 & Certi cate of Practice No. 12917), to conduct Secretarial
Audit for the nancial year 2024-2025. 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 "Annexure - D" and forms part and parcel of the Board's Report.
Pursuant to the Regulation 24A & other applicable provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") read with provisions of Section
204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and other applicable provisions of the Companies Act, 2013, if any
("the Act"), the Board of Directors of the Company ("the Board") at
their meeting held on 16th May 2025, considering the experience and expertise and on the
recommendation of the Audit Committee, has recommended for the approval of the Members of
the Company, appointment of CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai
(Membership No. FCS 10054 & Certi cate of Practice No. 12917 & Peer Review Certi
cate 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 xed by the Board of the Company. CS. Riddhita Agrawal,
has consented to her appointment and con rmed that her appointment, if made, would be
within the limits speci ed by the Institute of Companies Secretaries of India. She have
further con rmed that she is not disquali ed 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 nancial 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 nancial 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 quali cations, 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 nancial year 2024-2025 ended 31st March, 2025
does not contain any reservation, quali cation, or adverse remark. The observations made
by the Statutory Auditors in their report are self-explanatory & have also been
further ampli ed 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 & Certi cate of Practice No. 12917 & Peer Review Certi
cate No. 1838/2022), the Secretarial Auditors of the Company to the Shareholders (Members)
for the nancial year 2024-2025 ended 31st March, 2025 does not contain any reservation,
quali cation, or adverse remark. The observations made by the Secretarial 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.
16. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors con rms 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 nancial 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 nancial year 2024-2025 ended 31st March
2025.
17. REPORTING OF ANY PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC):
During the nancial 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 speci c details are required to be given or provided.
18. DETAILS OF ANY FAILURE TO IMPLEMENT ANY CORPORATE ACTION:
During the nancial year 2024-2025 under review, the Company has not
failed to implement any corporate action within the
speci ed 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 sta . Additional e 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
Company's growth and sustainability in the future.
ii) HEALTH AND SAFETY:
The operations of the Company are conducted in such a manner that it
ensures safety of all concerned and a pleasant working environment. Safety Committee and
Apex Committee are available for periodical review on safety, health & environment of
all departments.
Regular Training on Safety is being organized for New Joinee, regular
employees & contract labour. Mock-drills are conducted for practical exposure to meet
emergency need on quarterly basis. Hand book on safety awareness are distributed to all
employees.
iii) MATERNITY BENEFIT COMPLIANCE
The Company has complied with the provisions of the Maternity Bene t
Act, 1961, as amended, and ensures that all eligible women employees are extended the bene
ts 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 well-being 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 a rming
compliance for the Financial Year 2024-2025, with the Company's Code of Conduct by the
Directors and Senior Management as required under Regulation 17(5) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, as amended, is annexed as a part of
the Corporate Governance Report.
21. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:
(i) MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review,
as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"), is presented in a separate section forming part of the
Annual Report.
(ii) CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance practices or requirements as set out in
the Listing Regulations by the SEBI, enforced through the National Stock Exchange .The
Company has also implemented several best Corporate Governance practices as prevalent
globally. Your Board of Directors are pleased to report that your Company has complied
with the SEBI Guidelines on Corporate Governance for the Financial Year 2024-25 ended as
of 31st March, 2025 relating to the Listing Regulations. The details regarding Board and
its Committee meetings, Policy for Appointment of Directors, Remuneration policy for
Directors and KMP's, Induction, training and familiarization programmes for Directors
including Independent Directors and such other related information has been provided under
the Corporate Governance Report, which forms part and parcel of the Board's Report. Certi
cates from CS. Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS
10054 & Certi cate of Practice No. 12917 & Peer Review Certi cate No 1838/2002)
con rming compliance with conditions as stipulated under Listing Regulations and
Non-disquali cation 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
nancial 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 nancial 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 speci ed
criteria and accordingly, grant authorisation for determination of
materiality of events (Regulation 30 of the SEBI (LODR) Regulations,
2015).
The aforesaid code/s and policy(ies) are available on the Company's
website www.globaledu.net.in.
24. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
Global Education Limited ("the Company") has in place an Anti
Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment at workplace, with a mechanism of lodging & redress the complaints. All
employees (permanent, contractual, temporary, trainees etc) are covered under this Policy.
During the year 2024-2025, the Company has not received any complaint of sexual
harassment. The Certi cate by Director and Whole Time Director of the Company to that e
ect 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 : Certi cate
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 & nancial 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.
For and on behalf of the Board
Sd/- |
Sd/- |
GURURAJ VASANTRAO KARAJAGI |
ADITYA BHANDARI |
| DIRECTOR |
WHOLE-TIME DIRECTOR |
| DIN: 01330419 |
DIN: 07637316 |
Place : Nagpur |
|
Date : 16th May,2025 |
|