Global Education Limited

GLOBAL EDUCATION LIMITED CORPORATE IDENTIFICATION NUMBER(CIN) - L80301MH2011PLC219291 Registered Office : Office No.205,02[nd] Floor Jaisingh Business Center Premises CHSL,Sahar Road, Parsiwada, Andheri(E), Mumbai - 400099 , Maharashtra - India Tel No. +91 22 49242584, e-mail id : [email protected], Website : www.globaledu.net.in

Through Online Filing

GEL/CS/320

Dated: Wednesday, the 16[th] April 2025

To, The Manager, Listing Department, National Stock Exchange of India Limited Exchange Plaza, C-1, Block –G, Bandra Kurla Complex, Bandra (East), Mumbai – 400051, Maharashtra, India

Reference: Symbol: GLOBAL

ISIN No: INE291W01037

Subject: Notice of Postal Ballot of Global Education Limited

We enclose herewith a copy of the Postal Ballot Notice of Global Education Limited (the Company) dated 16[th] April, 2025 along with the Statement pursuant to Section 102 and other applicable provisions of the Companies Act, 2013 and related Rules read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable SEBI Circulars (‘Notice’) for seeking approval of the Member(s) of the Company on the following Special resolutions:

Sr.No	Particulars of Resolution	Type of Resolution
01	To consider and approve grant of employee stock options to the employees of the company under ‘GEL Employee Stock Option Plan 2025	Special Resolution
02	Appointment of Mr. Jitendra Paras Tatiya [DIN: 01319075] as a Director (Category – Non-Executive, Independent) of the Company, and also for a fixed first term of Three (03) consecutive years as an Independent Director of the Company	Special Resolution

Postal Ballot Notice is being sent only through electronic mode to those members whose names appear on the register of members / register of beneficial owners, as on Friday, 18[th] April,2025 (“Cutoff Date”), received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Accordingly, physical copy of the Notice along with the Postal Ballot Form and prepaid business reply envelope is not being sent to the Members for this Postal Ballot. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide the electronic voting facility. The cut-off date for the purpose of ascertaining the eligibility of Members to avail voting facility is Friday, April ,18[th] April 2025.

The remote e-voting facility will be available during the following period:

Cut‐offdate for eligibility to vote	Friday,April,18th April 2025
Commencement of remote e‐voting period	9.00a.m.IST onSaturday,April 26,2025
Conclusion of remote e‐voting period	5.00p.m. IST on TuesdayMay,27,2025

CORPORATE IDENTIFICATION NUMBER(CIN) - L80301MH2011PLC219291 Registered Office : Office No.205,02[nd] Floor Jaisingh Business Center Premises CHSL,Sahar Road, Parsiwada, Andheri(E), Mumbai - 400099 , Maharashtra - India Tel No. +91 22 49242584, e-mail id : [email protected], Website : www.globaledu.net.in

The e-voting facility will be disabled by CDSL immediately after 5.00 p.m on May 27, 2025, and will be disallowed thereafter.

The Scrutinizer will submit his report to the Chairman of the Company (“the Chairman”) or any other person authorized by the Chairman, and the result will be announced on Thursday May, 29, 2025. The results of the Postal Ballot along with the Scrutinizer's Report will be placed on the website of the Company: www.globaledu.net.in and on the website of CDSL at: www.evotingindia.com. The result will be simultaneously communicated to the Stock Exchanges

You are kindly requested to place the aforesaid information on records. Meantime, kindly acknowledge the receipt.

Sincerely,

For GLOBAL EDUCATION LIMITED

Preeti Vijaykumar Digitally signed by Preeti Vijaykumar Pacheriwala Pacheriwala Date: 2025.04.16 13:47:57 +05'30'

PREETI PACHERIWALA COMPANY SECRETARY ICSI MEM. NO: F7502; Address: Pacheriwala Building, Opposite Ganraj Hotel, Temple Bazar Sitabuldi, Nagpur Maharashtra, India

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

Dear Members,

Notice is hereby given that pursuant to the provisions of Section 110 and 108 and other applicable provisions, if any, of the Companies Act, 2013 ( the “ Act ”), read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re enactment( s) thereof, for the time being in force) (“ Rules ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ SEBI Listing Regulations ”), General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, 3/2022 dated May 05, 2022, 11/2022 dated December 28, 2022, 9/2023 dated September 25, 2023 and 9/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs, Government of India (' MCA Circulars '), and Circular Nos. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 issued by the Securities and Exchange Board of India ( “SEBI” ) read together with previous circulars issued by SEBI in this regard ( ”SEBI Circulars” ), Secretarial Standard on General Meetings (“ SS‐ 2 ”) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the resolution set out below are proposed to be passed by the Members of Global Education Limited (“Global” or the “Company”) by means of Postal Ballot, only by way of remote e-voting (“ e‐voting ”) process.

The proposed resolution and the Explanatory Statement pursuant to Section 102(1), 110 of the Act and any other applicable provisions of the Act, read with Rules framed thereunder, setting out the material facts and reasons thereof concerning the resolution mentioned in this Postal Ballot Notice (“ Notice ”) are annexed hereto.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. The Company has engaged the Central Depository Services (India) Limited (CDSIL) for facilitating e-voting.

Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company / depository participant(s) / RTA. The detailed procedure with respect to e-voting is mentioned in this Notice. The Board of Directors of the Company has appointed CS Riddhita Agrawal Company Secretaries as the Scrutinizer for conducting the postal ballot (e-voting process) in a fair and transparent manner. Members desiring to exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice.

The remote e-voting facility will be available during the following period:

Cut‐off date foreligibilityto vote	Friday,April,18th April 2025
Commencement of remote e‐voting period	9.00 a.m. IST on Saturday,April 26,2025
Conclusion of remote e‐voting period	5.00p.m. IST on TuesdayMay,27,2025

The e-voting facility will be disabled by CDSL immediately after 5.00 p.m on May 27, 2025, and will be disallowed thereafter.

SPECIAL BUSINESS:

ITEM NO. 1 : To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

TO CONSIDER AND APPROVE GRANT OF EMPLOYEE STOCK OPTIONS TO THE EMPLOYEES OF THE COMPANY UNDER ‘GEL EMPLOYEE STOCK OPTION PLAN 2025’: SPECIAL RESOLUTION

“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 read with rules framed thereunder, the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (hereinafter referred to as “the SBEB Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance with circulars / guidelines issued by SEBI, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI (LODR) Regulations”) (including any statutory modification(s) or amendment(s) thereto or re-enactment or substitution thereof, for the time being in force), pursuant to approval of the Board of Directors of the Company and recommendation of the Nomination and Remuneration Committee and subject to such other approvals, permissions and sanctions as may be necessary from such regulatory authority(ies) and subject to such conditions and modifications as may be prescribed or imposed by such regulatory authority(ies), while granting such approvals, permissions and sanctions, the approval and consent of the members of the Company be and is hereby accorded respectively to the ‘ GEL Employee Stock Option Plan 2025’ (hereinafter referred to as the “Plan”) and to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any committee, including the Nomination and Remuneration Committee constituted by the Board under Section 178 of the Companies Act, 2013 or any other Committee which the Board may constitute to act as the “Compensation Committee” under the SBEB Regulations or their delegated authority and to exercise its powers, including the powers, conferred by this Resolution) to create, grant, offer, issue and allot from time to time, in one or more tranches, not exceeding 5,09,015 (Five Lakh Nine Thousand Fifteen Only) Employee Stock Options (“Option(s)”), the salient features of which are set out in the Statement annexed to this Notice, to or for the benefit of such person(s), who are in permanent employment of the Company, in India or out of India including any Director thereof, whether whole time or otherwise (other than Independent Directors and a director(s) who either himself or through his relative or through any body corporate, directly or indirectly, holds more than 10% of the outstanding equity shares of the Company) (hereinafter collectively referred to as the “Employee” or “Employees”), as may be decided by the Board under the Plan, exercisable into not more than 5,09,015 (Five Lakh Nine Thousand Fifteen Only) Equity Shares of face value of Rs.2/- each fully paid up, representing 1(One) % of the issued, subscribed and paid-up equity share capital of the Company, on such terms and in such manner as the Board may decide in accordance with the provisions of the law or regulations issued by the relevant regulatory authority(ies).

RESOLVED FURTHER THAT the number of Options that may be granted to any Employee of the Company, during any one year under the Plan shall not exceed 1% of the Issued Capital of the Company

RESOLVED FURTHER THAT the Equity Shares to be allotted and issued by the Company in the manner aforesaid shall rank pari passu in all respects with the then existing Equity Shares of the Company.

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, merger, stock split/consolidation etc., if any additional Equity Shares are required to be issued by the Company to the Option grantees for the purpose of making a fair and reasonable adjustment to Options granted earlier, the above ceiling of 5,09,015 (Five Lakh Nine Thousand Fifteen Only) Equity Shares shall be deemed to be increased to the extent of such additional Equity Shares issued.

RESOLVED FURTHER THAT the grant of Options shall be in accordance with the terms and conditions as regards price, payment, application, allotment etc. as decided by the Board from time to time in accordance with the SBEB Regulations.

RESOLVED FURTHER THAT in case of any corporate action(s) such as stock split/consolidation etc., then the number of Shares to be allotted and the exercise price payable by the Option grantees under the Plan shall automatically stand reduced or augmented, as the case may be, in the same proportion as the present face value of Rs.2/- per Equity Share shall bear to the revised face value of the Equity Shares of the Company after such stock split/consolidation, without affecting any other rights or obligations of the said allottees.

RESOLVED FURTHER THAT the Board shall take `necessary steps for listing of the Equity Shares of the Company allotted under the Plan on the Stock Exchange(s), where the shares of the Company are listed,as per the provisions of the SEBI (LODR) Regulations, the SBEB Regulations and other applicable laws and regulations as may be applicable.

RESOLVED FURTHER THAT for the purpose of giving effect to any creation, offer, grant and allotment of securities, the Board be and is hereby authorized on behalf of the Company to evolve, decide upon and bring into effect the Plan and to make modifications, changes, variations, alterations or revisions in the Plan as it may deem fit, from time to time in its sole and absolute discretion, not unfavorable or prejudicial to the allottees under the Plan except due to change in laws/regulations, and in conformity with the provisions of the Companies Act, 2013, the Memorandum and Articles of Association of the Company, the SBEB Regulations and any other applicable laws or to suspend, withdraw or revive the Plan from time to time as may be desirable for such purpose and with power on behalf of the Company to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the members of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things, as may, at its absolute discretion, deems necessary including appointment of various intermediaries, experts, professionals, independent agencies and other advisors, merchant bankers, consultants or representatives, being incidental to the effective implementation and administration of the Plan as also to prefer applications to the appropriate Authorities, Parties and the Institutions for their requisite approvals, if any, required by the SEBI/ Stock Exchange(s), and all other documents required to be filed in the above connection and to settle all such questions or difficulties whatsoever which may arise and take all such steps and decisions in this regard.”

ITEM NO. 2 : To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

APPOINTMENT OF MR. JITENDRA PARAS TATIYA [DIN: 01319075] AS A DIRECTOR (CATEGORY – NON-EXECUTIVE, INDEPENDENT) OF THE COMPANY, AND ALSO FOR A FIXED FIRST TERM OF THREE (03) CONSECUTIVE YEARS AS AN INDEPENDENT DIRECTOR OF THE COMPANY : SPECIAL RESOLUTION

“RESOLVED THAT Mr. Jitendra Paras Tatiya [DIN: 01319075] appointed by the Board of Directors as an Additional Director of the Company effective 16[th] April 2025 and who holds office up to the date of this Fourteenth (14th) Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 (“the Act”) and Article 103 of the Articles of Association of the Company but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of a Director of the Company, be and is hereby appointed as a Director of the Company.”

“RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Act, and the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act, as amended, from time to time and Regulation 17, and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) [“Listing Regulations] Mr. Jitendra Paras Tatiya [DIN: 01319075] , who meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations, and who has submitted a declaration to that effect, and who is eligible for appointment as an Independent Director of the Company, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a fixed first term of Three (03) consecutive years i.e, from 16[th] April 2025 up to 15[th] April, 2028.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts and things as may be expedient and necessary to give effect to this resolution.

NOTES:

1 . The Explanatory Statement pursuant to Section 102 and other applicable provisions of the Companies Act, 2013, Secretarial Standard - 2 on General Meetings issued by The Institute of Company Secretaries of India and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pertaining to the resolutions setting out the material facts and the reasons thereof is annexed hereto along with the notice of the postal ballot for the consideration of the Member.
2 . The Postal Ballot Notice is being sent to all the Members of the Company, whose names appear in the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) as on Friday, 18th, April, 2025 (cut-off date) and the voting rights shall also be reckoned on the paidup value of shares registered in the name of the Member(s) as on the said cut-off date.

GLOBAL EDUCATION LIMITED

3 . A statement providing additional details of the Directors seeking appointment as set out in the Notice is annexed herewith as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India (‘ICSI’ ). In accordance with the MCA Circulars, SEBI Circulars and the SEBI Listing Regulations, the Postal Ballot Notice is being sent only by email to those members who have registered their email address with their Depository Participant(s) (“DPs”) or with RTA and whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on Friday, 18[th] April , 2025 (“Cut off Date”) in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and MCA Circulars. In accordance with the aforesaid MCA Circulars, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the members for this Postal Ballot. The communication of the assent or dissent of the members would take place through the process of remote e-voting only. A person who is not a member as on the Cut-Off Date or who becomes a member of the Company after the Cut-Off Date should treat this Notice for information purposes only.

4. The voting rights of the members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut‐off date i.e. Friday, April ,18th April 2025.

5 . A member cannot exercise his / her vote through proxy on postal ballot. However, entitled to vote through their authorised representatives. Corporate and institutional members (are required to send scanned certified true copy (PDF Format) of the board resolution / authority letter, power of attorney together with attested specimen signature(s) of the duly authorised representative(s), to the Company by e-mail at [email protected].
6 . Once the vote is cast, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.
7 . All the document/s referred to in the accompanying Postal Ballot Notice and Explanatory Statement thereto will be available for inspection electronically by the members without any fee from the date of circulation of this notice to the date of Postal Ballot. Members seeking to inspect such documents can send an email to [email protected].
8 . Pursuant to the provisions of Section 108 and 110 and other applicable provisions of the Companies Act, 2013, of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, Company is pleased to offer remote e- voting facility to all the members of the Company. The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) to provide remote e- voting facility. The remote e-voting period commences on 9.00 a.m. IST on Saturday, April 26, 2025 [09:00 Hours] and ends on 5.00 p.m. IST on Tuesday May, 27, 2025 [17:00 Hours]. The remote e-voting shall be disabled thereafter.
9 . The proposed resolution, if approved, by requisite majority, shall be deemed to have been passed on the date of declaration of e-voting results ,which would be Thursday May, 29, 2025. The resolution passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a general meeting of the Members.

GLOBAL EDUCATION LIMITED

10 . The Notice of Postal Ballot is also placed on the website of the Company i.e. www.globaledu.net.in , websites of the stock exchanges where the equity shares of the Company are listed, i.e. National Stock Exchange of India Limited at www.nseindia.com, and the website of CDSL i.e., www.evotingindia.com. In view of the MCA Circulars physical copies of the Notice, postal ballot forms and pre-paid Business Reply Envelopes are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through e-voting only.

11. General information and instructions relating to e‐voting: In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations and in terms of SEBI vide circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting Facility provided by Listed Entities, and any other applicable provisions as amended, the Company is pleased to offer the facility of voting through electronic means and the businesses set out in the Notice above may be transacted through such electronic voting. The facility of casting the votes by the Members using an electronic voting system is provided by Central Depository Services (India) Limited (CDSIL)

VOTING THROUGH ELECTRONIC MEANS

12. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), read with MCA Circulars and SEBI Circular, Company is providing facility of remote e-voting to its Members to cast their vote electronically, through the E-voting services provided by CDSL on all the resolutions set forth in this Postal Notice. The facility of casting votes by a member using remote e-voting system will be provided by CDSL.

13 . The Board of Directors has appointed CS Ridhhita Agrawal (ICSI Membership No. F-10054, COP: 12917), Mumbai, as the Scrutinizer for conducting the postal ballot through e-voting process in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutiniser’s decision on the validity of the votes cast in the Postal Ballot shall be final.
14 . Members holding shares in physical form are requested to access the remote e-voting facility provided by the Company through CDSL e-voting system at www.cdslindia.com. Members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice. Further members can also use the OTP based login for logging into the e-Voting system of CDSL.
15 . The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date i.e. Friday 18[th] April, 2025.
16 . Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Postal Ballot Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request a [email protected]. However, if he/she is already registered with CDSL for remote E-voting then he/she can use his/her existing User ID and password for casting the vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evotingindia.com.

17. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the E-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evotingindia.com to reset the password.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

18. The remote e-voting period begins on Saturday, April 26, 2025 at 09:00 A.M. and ends on Tuesday May, 27, 2025 at 05:00 P.M. The remote e-voting module shall be disabled by CDSL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. on Friday 18[th] April 2025, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Friday 18[th] April 2025.

19. The details of the process and manner for remote E-voting using CDSL e-Voting system are explained herein below:

Login method for e-Voting and for Individual shareholders holding securities in demat mode securities in demat mode

Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Step 1: Access to CDSL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL	1) Users of who have opted for CDSL’s Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URLs for users to login to Easi / Easiest arehttps://web.cdslindia. com/myeasi/home/login or www.cdslindia.com and click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e- VotingMenu. On clickingthe e-votingmenu, the user will be able to see

Type
of
shareholders

Login Method

Individual
Shareholders
holding securities
in Demat mode
withCDSL

1) Users of who have opted for CDSL’s Easi / Easiest facility, can login
through their existing user id and password. Option will be made available
to reach e-Voting page without any further authentication. The URLs for
users
to
login
to
Easi
/
Easiest
arehttps://web.cdslindia.
com/myeasi/home/login or www.cdslindia.com and click on Login icon
and select New System Myeasi.
2) After successful login the Easi / Easiest user will be able to see the e-
VotingMenu. On clickingthe e-votingmenu, the user will be able to see

		his/her holdings along with links of the respective e-Voting service provider i.e. CDSL/ NSDL/ BIG SHARE/KARVY/ LINK INTIME as per information provided by Issuer / Company. Additionally, we are providing links to e-Voting Service Providers, so that the user can visit the e-Voting service providers’ site directly. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a link in www. cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be provided links for the respective ESP where the e-Voting is in progress during or before the EOGM.
Individual Shareholders holding securities in demat mode with NSDL		1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e- Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e- Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectRgjsp. 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Votingserviceprovider name andyou will be redirected to e-

GLOBAL EDUCATION LIMITED

	Votingservice provider website for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. 4) Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider’s website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting..

Votingservice provider website for casting your vote during the remote e-
Voting period or joining virtual meeting & voting during the meeting.
4) Shareholders/Members can also download NSDL Mobile App “NSDL
Speede” facility by scanning the QR code mentioned below for seamless
voting experience.

Individual
Shareholders
(holding
securities
in
demat
mode)
login
through
their Depository
Participants

You can also login using the login credentials of your demat account
through your Depository Participant registered with NSDL/CDSL for e-
Voting facility. After successful login, you will be able to see e-Voting
option. Once you click on e-Voting option, you will be redirected to
NSDL/CDSL Depository site after successful authentication, wherein you
can see e-Voting feature. Click on company name or e-Voting service
provider name and you will be redirected to e-Voting service provider’s
website for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting..

Important note : Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

HELPDESK FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE FOR ANY TECHNICAL ISSUES REALTING TO LOGIN THROUGH DEPOSITORIES i.e. NSDL AND CDSL

Login type	Contact Details /Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk [email protected] or contact at 022-23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at helpdesk [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30

(i). Login method for e-Voting for shareholders other than individual shareholders holding shares in physical form:

1) The shareholders should log on to the e-voting website www.evotingindia.com.

2) Click on “Shareholders” module.
3) Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

4) Next enter the Image Verification as displayed and Click on Login.

5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

(ii). After entering these details appropriately, click on “SUBMIT” tab.
(iii). Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(iv). For shareholders holding shares in physical form, the details can be used only for e- voting on the resolutions contained in this Notice.
(v). Click on the EVSN of the Company- GLOBAL EDUCATION LIMITED on which you choose to vote.
(vi). On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

GLOBAL EDUCATION LIMITED

(vii). Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(viii). After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(ix). Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(x). You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xi). If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xii). Shareholders can also cast their vote using CDSL's mobile app m-Voting. The m- Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.
(xiii). Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

GENERAL GUIDELINES FOR SHAREHOLDERS :

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter and ID proof of the person who is authorised to vote to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

FOR PHYSICAL SHAREHOLDERS - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected] / [email protected].
FOR DEMAT SHAREHOLDERS -, Please update your email id & mobile no. with your respective Depository Participant (DP)
FOR INDIVIDUAL DEMAT SHAREHOLDERS –

Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting through Depository.

20 . In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www. evotingindia.com, under help section or write an email to helpdesk.evoting@ cdslindia.com or call 022-23058542/43 .

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N. M. Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk. [email protected] or call 022- 23058542/43.

OTHER INSTRUCTIONS:

21. The Board of Directors has appointed CS Riddhita Agrawal, Company Secretary in Practice (ICSI Membership No. FCS 10054 and Certificate of Practice No. 12917 & Peer Review Certificate No. 1838/2022) Mumbai as Scrutinizer for conducting the postal ballot / e-voting process in a fair and transparent manner. The Scrutinizer will prepare a Scrutinizer's Report of the total votes cast in favour or against, if any. The Scrutinizer will submit his final Consolidated Report to the Chairman of the Company or any Person authorized by him in writing on or before Thursday 29th May 2025 and declare the result of the voting forthwith.

22 . The Scrutiniser will be submitting his report to the Company after the completion of the scrutiny and the results of the e-voting by Postal Ballot. The results of the Postal Ballot will be announced by the Chairman and Managing Director or in his absence, any other person authorised by him, on or before Thursday 29th May 2025 at 5.30 p.m. at the Registered Office of the Company at Office No.205,02nd Floor Jaisingh Business Center Premises CHSL,Sahar Road, Parsiwada, Andheri(E), Mumbai - 400099 , Maharashtra - India. The results of the Postal Ballot will be displayed at the Registered Office of the Company and also posted on the

GLOBAL EDUCATION LIMITED

Company’s website www.globaledu.net.in & CDSL e-voting website www.evotingindia.com besides being communicated to the National Stock Exchange of India Limited where the Company’s shares are listed.

23. The result of the Postal Ballot along with Scrutinizer's Consolidated Report will be posted or uploaded on the Company's Website www.globaledu.net.in and on the Website of CDSIL namely www.evotingindia.com and also, will be communicated to the National Stock Exchange of India Limited namely NSE , where the Equity Shares of the Company are listed.

24. CS Preeti Pacheriwala (ICSI Membership No. FCS-7502) Company Secretary of the Company shall be responsible for addressing all the grievances in relation to this Postal Ballot including e-voting.

EXPLANATORY STATEMENT Pursuant to Section 102(1) of the Companies Act, 2013

ITEM NO. 1:

TO CONSIDER AND APPROVE GRANT OF EMPLOYEE STOCK OPTIONS TO THE EMPLOYEES OF THE COMPANY UNDER ‘GEL EMPLOYEE STOCK OPTION PLAN 2025’: SPECIAL RESOLUTION

Equity based compensation is considered to be an integral part of the employee compensation across sectors which enables alignment of personal goals of the employees with organizational objectives by participating in the ownership of the Company through stock based compensation scheme. The Company believes in rewarding person(s) who are in permanent employment of the Company, in India or out of India including any Director thereof, whether whole time or otherwise and present and future permanent employees and directors (whether whole-time or not), other than Independent Directors and a director(s) who either himself or through his relative or through any body corporate, directly or indirectly, holds more than 10% of the outstanding equity shares of the Company, which will lead the Company on the growth path based on continuous hard work, dedication and support. The objective of the Plan is to provide an incentive to attract and retain the key employees by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability.

Accordingly, on recommendation of the Nomination and Remuneration Committee (“Committee”), the Board of Directors (“the Board”) of the Company at its meeting held on 16[th] April ,2025 approved introduction of the Plan subject to the approval of the Members of the Company and the provisions of the SBEB Regulations, the SEBI (LODR) Regulations and other applicable laws and authorised the Committee constituted by the Board under Section 178 of the Companies Act, 2013 to formulate the detailed terms and conditions of the Plan and to administer and implement the Plan in accordance with the provisions of the SBEB Regulations. All questions of interpretation of the Plan shall be determined by the Committee and such determination shall be final and binding.

The Plan is formulated in accordance with SBEB Regulations. In accordance with the terms of these resolutions and the Plan, the Options would be granted in one or more tranches as may be decided by the Committee, from time to time.

The Company seeks the Members’ approval in respect of the Plan and grant of Options to the eligible employees of the Company (existing and future) as decided on this behalf from time to time in due compliance of Regulation 6 of the SBEB Regulations.

THE SALIENT FEATURES OF THE PLAN ARE AS UNDER:

a. Brief description of the Plan:

The Company proposes to introduce the Plan primarily with a view to:

(i) attract, retain and incentivize employees and directors of the Company company(ies) (“Employees”) but excluding an independent director;
(ii) motivate such employees and directors for performance, higher productivity and sustained corporate growth; and
(iii) assist in aligning such employee’s and director’s interests with that of the shareholders. The Plan contemplates grant of Options to the eligible Employees as may be determined in due compliance of SBEB Regulations. After vesting, the eligible Employees earn a right (but not obligation) to exercise the vested Options within the predefined exercise period. The Committee shall administer the Plan. All questions of interpretation of the Plan shall be determined by the Committee and such determination shall be final and binding upon all persons having an interest in the Plan. The Company shall issue Equity Shares upon exercise subject to payment of exercise price and satisfaction of consequential tax obligations. The liability of paying taxes if any, in respect of the Options granted pursuant to the Plan and the equity shares issued pursuant to exercise of Options shall be on the Option grantee in accordance with the provisions of Income Tax Act, 1961 read with rules issued there under.

The Company shall have the right to deduct from the Option grantee’s salary or recover any of the Option grantee’s tax obligations arising in connection with the transactions in respect of Options or Equity Shares acquired upon the exercise thereof.

b. Total number of Options to be granted:

5,09,015 (Five Lakh Nine Thousand Fifteen Only) Options exercisable into an aggregate 5,09,015 (Five Lakh Nine Thousand Fifteen Only) of Equity Shares in the Company of face value of Rs.2/each fully paid-up, would be available for grant to the eligible employees of the Company (ies) aggregately under the Plan, in one or more tranches.

c. Identification of class of employees entitled to participate in the Plan :

Following classes of Employees are entitled to participate in the Plan:

(a) an employee as designated by the Company, who is exclusively working in India or outside India;

(b) a director of the Company, whether a whole time director or not, including a non-executive director who is not a promoter or member of the promoter group (as defined under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended), but excluding an independent director; but does not include :

(i) an employee who is a promoter or a person belonging to the promoter group (as defined under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended);

(ii) a director who either himself or through his relative or through any body corporate, directly or indirectly, holds more than 10% of the outstanding Equity Shares of the Company.

d. Requirements of vesting, period of vesting and maximum period within which the Options shall be vested:

The Committee may, at its discretion, lay down certain parameters such as performance of the Company, period of service, rank or designation and such other parameters on the achievement of which such Options would vest and the proportion in which Options granted would vest subject to the not earlier than 1 (One) year or such other period as may be provided in the Companies Act,2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and not later than the maximum Vesting Period of 5 (five) years from the date of Grant. Also, vesting in case of various scenarios such as death, permanent incapacitation, retirement, voluntary resignation, termination of employment for cause or without cause etc. shall be governed by the terms of the Plan.

e. Exercise price or pricing formula:

The Exercise Price per Option shall be such as determined by the Committee which shall not be lesser than the face value of the Equity Share at the time of Grant, in accordance with the Applicable Laws. The specific Exercise Price shall be intimated to the Option Grantee in the Grant Letter issued at the time of Grant. Further the Exercise Price can be different for different sets of Employees for Options granted on same / different dates.

f. Exercise period and the process of Exercise

An Option Vested with an Option Grantee must be Exercised within a period of maximum 3 (Three) years commencing from the relevant date of vesting of options or such other short period as may be prescribed by the committee from time to time . During the exercise period relating to each vesting, the vested options can be exercised by the option grantee in one or more trances as may be prescribed by the committee and such exercise must only be in accordance with the Plan and the terms of the Letter of Grant.

The Plan envisages shorter or no exercise periods than that specified above in case of resignation/ separation/ termination from employment/ service on account of specified reasons. The options will lapse if not exercised within the specified exercise period.

g. Appraisal process for determining the eligibility under the Plan:

The appraisal process for determining the eligibility of the employee will be specified by the Committee, and may be based on various criteria including role/designation of the employee, length of service with the Company, performance of the Company, past performance or future potential of the employee and/or such other criteria that may be determined by the Committee at its sole discretion, which would be final and binding.

GLOBAL EDUCATION LIMITED

h. Maximum number of Options to be issued per employee and in aggregate:

The maximum number of Options that may be granted under the Plan per Eligible Employee and in aggregate shall not exceed 5,09,015 (Five Lakh Nine Thousand Fifteen Only)Options.

i. Maximum quantum of benefits to be provided per employee under the Plan:

No benefit other than by way of grant of Options is envisaged under the Plan.

j. Whether the Plan is to be implemented and administered directly by the Company or through a trust:

The Plan will be implemented by the Company directly as per the SBEB Regulations.

k. Whether the Plan involves new issue of shares by the Company or secondary acquisition by the trust or both:

The Plan contemplates only issue of new Equity Shares by the Company.

l. The amount of loan to be provided for implementation of the Plan by the Company to the trust, its tenure, utilisation, repayment terms, etc. :

The Company will not provide any loan for implementation of the Plan.

m. Maximum percentage of Secondary Acquisition that can be made by the trust for the purpose of the scheme:

Not Applicable.

n. Transferability of Options and lock-in of shares:

The Options granted to an employee shall not be transferable to any person and shall not be pledged, hypothecated, mortgaged or otherwise alienated in any manner. There will be no lock-in for the shares allotted pursuant to exercise of options.

o. Accounting and Disclosure Policies:

The Company shall conform to the applicable provisions of the SBEB Regulations, including the disclosure and the accounting policies as specified in Regulation 15 of SBEB Regulations and/ or in other guidelines/rules and regulations, as may be applicable from time to time.

p. Method of valuation of Options:

The Company shall adopt ‘fair value method’ for valuation of Options as prescribed under guidance note or under any accounting standard, as applicable, notified by appropriate authorities from time to time.

q. Period of Lock-in:

The Shares issued pursuant to exercise of Options shall not be subject to any lock-in period restriction except such restrictions as may be prescribed under applicable laws including that under the code of conduct framed, if any, by the Company under the Securities and Exchange Board of Indian (Prohibition of Insider Trading) Regulations 2015, as amended.

r. Terms & conditions for buyback, if any, of specified securities covered under these Regulations:

Not Applicable

Regulation 6(1) of SBEB Regulations requires that every employee stock option scheme shall be approved by the members of the Company by passing a special resolution in a general meeting. Further, as the Plan will entail further issue of shares, consent of the members is required by way of a special resolution pursuant to Section 62(1)(b) of the Companies Act, 2013. Accordingly, the Special Resolution set out at Item No. 1 of this Notice is proposed for approval by members.

The Options to be granted under the Plan shall not be treated as an offer or invitation made to public for subscription of securities of the Company. The Plan conforms to the SBEB Regulations. Directors / Key Managerial Personnel of the Company / their relatives who may be granted Options under the Plan may be deemed to be concerned or interested in the Special Resolution at Item Nos. 1 of this Notice.

Save as aforesaid, none of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the said Special Resolutions. The Board recommends the Special Resolution set out at Item No. 1 of this Notice for approval by the members.

ITEM NO. 2:

APPOINTMENT OF MR. JITENDRA PARAS TATIYA [DIN: 01319075] AS A DIRECTOR (CATEGORY – NON-EXECUTIVE, INDEPENDENT) OF THE COMPANY, AND ALSO FOR A FIXED FIRST TERM OF THREE (03) CONSECUTIVE YEARS AS AN INDEPENDENT DIRECTOR OF THE COMPANY : SPECIAL RESOLUTION:

The Board of Directors, on the recommendation of Nomination and Remuneration Committee of the Board, at its meeting held on 16[th] April, 2025, has approved and appointed, Mr. Jitendra Paras Tatiya [DIN: 01319075], as an Additional Director [Category: Nonexecutive, Independent] of the Company, effective 16[th] April, 2025. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (“the Act”) and Article 103 of the Articles of Association of the Company, Mr. Jitendra Paras Tatiya [DIN: 01319075] shall hold office up to the date of this Fourteenth (14th) Annual General Meeting of the Company, and is eligible to be appointed as a Director of the Company. As per Regulation 17(1C) and 25(2A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to take approval of shareholders for appointment of a person on the Board of Directors at the next general meeting or within a period of three months from the date of appointment, whichever is earlier, through a special resolution. The Company has, in terms of Section 160(1) of the Act, received in writing a notice from a Member of the Company, proposing her candidature or the office of a Director of the Company.

A Brief profile of Mr. Jitendra Paras Tatiya [DIN: 01319075],nature of his expertise in specific functional areas and names of Companies in which he holds directorships and memberships / chairmanships of Board Committees etc., required to be given pursuant to Regulations 26(4) and 36(3) of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard-2 in respect of Directors seeking

appointment / re-appointment at the forthcoming Annual General Meeting, has been given in the annex to this Notice.

The Company has also received a self-declaration from Mr. Jitendra Paras Tatiya [DIN: 01319075] to the effect that he was or is not disqualified from being appointed as a Director of the Company in terms of the provisions of Section 164 of the Act and has submitted his consent to act as a Director of the Company. The Company has also received a self-declaration from Mr. Jitendra Paras Tatiya [DIN: 01319075] to the effect that he was or is not debarred from holding the office of a Director pursuant to any order of the SEBI or such other authority in terms of SEBI's Circular No. LIST/COMP/14/2018-19 dated 20th June, 2018 on the subject “Enforcement of SEBI Orders regarding appointment of Directors by listed Companies”.

The Company has also received a self-declaration from Mr. Jitendra Paras Tatiya [DIN: 01319075], to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations and that she has complied with the provisions of rule 6 (1) (b) of the Companies (Appointment and Qualification of Directors) Rules, 2014 of the Act, by registering his name in the Independent Director's Data Bank maintained by the Indian Institute of Corporate Affairs at Manesar. In the opinion of Nomination and Remuneration Committee and Board of Directors of the Company, Mr. Jitendra Paras Tatiya [DIN: 01319075] ,fulfills the conditions specified in the Act and Listing Regulations, for appointment as a Director and also, as an Independent Director of the Company.

Mr. Jitendra Paras Tatiya [DIN: 01319075] is independent of the Management and Promoters of the Company. As such, it is proposed to appoint Mr. Jitendra Paras Tatiya [DIN: 01319075] as a Director [Category – Non-executive, Independent], of the Company, not liable to retire by rotation, and also, as an Independent Director of the Company, to hold the office for a fixed first term of Three (03) consecutive years i.e. from 16[th] April, 2025 up to 15[th] April, 2028;

The terms and conditions of his appointment (draft appointment letter) shall be open for inspection by the Members of the Company, at the Registered Office of the Company during the normal business hours on any working day.

Mr. Jitendra Paras Tatiya [DIN: 01319075] ,may be deemed to be interested or concerned in the Resolution set out at Item No. 2 of the Notice with regard to his appointment. Except Mr. Jitendra Paras Tatiya [DIN: 01319075], none of the other Director/s, Key Managerial Personnel of the Company, and their relatives are, in any way, concerned or interested, financially or otherwise, in this Resolution. Keeping in view the vast experience and knowledge of Mr. Jitendra Paras Tatiya [DIN: 01319075] the Board of Directors of the Company, recommends the Special Resolution at Item No. 2 of the Notice for approval of the Members in the interest of the Company.

GLOBAL EDUCATION LIMITED

DETAILS OF DIRECTORS SEEKING APPOINTMENT:

[Pursuant to Regulations 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Paragraph 1.2.5 of Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India]

Name of the Director	JITENDRA PARAS TATIYA
Director Identification Number	DIN:01319075
Date of Birth	22/11/1982
First Appointment on the Board	16/04/2025
Nationality	Indian
Qualifications	Chartered Accountant
Brief Profile	CA Jitendra Paras Tatiya is a distinguished Chartered Accountant with extensive experience spanning over two decades. He is a highly accomplished Chartered Accountant with a robust foundation in accounting and financial management, having qualified from the Institute of Chartered Accountants of India in 2004. He brings a wealth of expertise in risk management, business advisory, and financial planning to his professional endeavors. CA Jitendra Paras Tatiya has held key roles at leading institutions such as Ernst & Young and Wipro Corporate, which have honed his technical and strategic skills.His experience spans diverse areas including asset reconstruction and risk management, ensuring a comprehensive view of financial operations. As the founder of Buktec, he pioneers innovative cloud and mobile SaaS solutions that simplify back-office accounting using artificial intelligence and machine learning.This technology-driven approach integrates accounting data on a single platform, streamlining operations for small and mid-sized businesses. In parallel, he founded Creago Advisors to provide creative growth strategies and financial advisory services for entrepreneurs and business leaders. His academic pursuits, including an MBA in Finance and a CFP certification, further solidify his expertise in the field. His multidisciplinary background bridges technical accounting with modern financial technologies, making him a trusted partner for business owners. He is dedicated to driving digital innovation and strategic financial solutions in today’s competitive business landscape.
Expertise in Specific Functional Area	Expertise in Finance, Taxation & Accounting

GLOBAL EDUCATION LIMITED

Nature of appointment (appointment/ re- appointment)	Appointmentin terms of Section 161(1) of the Companies Act,2013(“the Act”)
Terms and conditions of appointment /re- appointment	Not liable to retire by rotation, for a fixed first term of Three (03) consecutive years i.e, .e. from 16thApril, 2025 up to 15thApril, 2028.”
Remuneration proposed to be paid	Not applicable, he will be paid sitting fees
Remuneration last drawn (including sitting fees, ifany)	Not Applicable
Names of other Companies in which the Director holds Directorship as on date of Notice	1. Sampatanand Tech Private Limited
Names of other listed Companies from which the Director has resigned inpast three years	Nil
Names of Committees of other listed Companies in which the Director holds Chairmanship/ Membership as on date of Notice	Nil
Shareholding in the Company as on date of Notice	Nil
Number of Meetings of the Board attended during the financial Year 2024-2025	NA - as the first appointment is on 16/04/2025
Relationships between Directors, Key Managerial Personnel and Managers of the Company	Not related to any Director, Manager and other Key Managerial Personnel of the Company

By Order of the Board Preeti Vijaykumar Digitally signed by Preeti Vijaykumar Pacheriwala Pacheriwala Date: 2025.04.16 13:48:21 +05'30' SD/CS PREETI PACHERIWALA COMPANY SECRETARY (ICSI Membership No. FCS7502)

Registered Office:

Office No.205,02nd Floor Jaisingh Business Center Premises CHSL,Sahar Road,Parsiwada, Andheri(E), Mumbai 400099 Maharashtra, India

Place: Nagpur Date: 16[th] April, 2025.

AI assistant

Global Education Limited — Proxy Solicitation & Information Statement 2025

63328_rns_2025-04-16_73de7f3c-80ba-46ab-a75c-6f6c1037ee85.pdf

Through Online Filing

Reference: Symbol: GLOBAL

Subject: Notice of Postal Ballot of Global Education Limited

GLOBAL EDUCATION LIMITED

For GLOBAL EDUCATION LIMITED

POSTAL BALLOT NOTICE

Dear Members,

SPECIAL BUSINESS:

TO CONSIDER AND APPROVE GRANT OF EMPLOYEE STOCK OPTIONS TO THE EMPLOYEES OF THE COMPANY UNDER ‘GEL EMPLOYEE STOCK OPTION PLAN 2025’: SPECIAL RESOLUTION

APPOINTMENT OF MR. JITENDRA PARAS TATIYA [DIN: 01319075] AS A DIRECTOR (CATEGORY – NON-EXECUTIVE, INDEPENDENT) OF THE COMPANY, AND ALSO FOR A FIXED FIRST TERM OF THREE (03) CONSECUTIVE YEARS AS AN INDEPENDENT DIRECTOR OF THE COMPANY : SPECIAL RESOLUTION

NOTES:

GLOBAL EDUCATION LIMITED

GLOBAL EDUCATION LIMITED

VOTING THROUGH ELECTRONIC MEANS

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

Login method for e-Voting and for Individual shareholders holding securities in demat mode securities in demat mode

Step 1: Access to CDSL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

Login method for Individual shareholders holding securities in demat mode is given below:

GLOBAL EDUCATION LIMITED

HELPDESK FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE FOR ANY TECHNICAL ISSUES REALTING TO LOGIN THROUGH DEPOSITORIES i.e. NSDL AND CDSL

GLOBAL EDUCATION LIMITED

GENERAL GUIDELINES FOR SHAREHOLDERS :

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

OTHER INSTRUCTIONS:

GLOBAL EDUCATION LIMITED

EXPLANATORY STATEMENT Pursuant to Section 102(1) of the Companies Act, 2013

ITEM NO. 1:

TO CONSIDER AND APPROVE GRANT OF EMPLOYEE STOCK OPTIONS TO THE EMPLOYEES OF THE COMPANY UNDER ‘GEL EMPLOYEE STOCK OPTION PLAN 2025’: SPECIAL RESOLUTION

THE SALIENT FEATURES OF THE PLAN ARE AS UNDER:

a. Brief description of the Plan:

b. Total number of Options to be granted:

c. Identification of class of employees entitled to participate in the Plan :

Following classes of Employees are entitled to participate in the Plan:

d. Requirements of vesting, period of vesting and maximum period within which the Options shall be vested:

e. Exercise price or pricing formula:

f. Exercise period and the process of Exercise

g. Appraisal process for determining the eligibility under the Plan:

GLOBAL EDUCATION LIMITED

h. Maximum number of Options to be issued per employee and in aggregate:

i. Maximum quantum of benefits to be provided per employee under the Plan:

j. Whether the Plan is to be implemented and administered directly by the Company or through a trust:

k. Whether the Plan involves new issue of shares by the Company or secondary acquisition by the trust or both:

l. The amount of loan to be provided for implementation of the Plan by the Company to the trust, its tenure, utilisation, repayment terms, etc. :

m. Maximum percentage of Secondary Acquisition that can be made by the trust for the purpose of the scheme:

n. Transferability of Options and lock-in of shares:

o. Accounting and Disclosure Policies:

p. Method of valuation of Options:

q. Period of Lock-in:

r. Terms & conditions for buyback, if any, of specified securities covered under these Regulations:

Not Applicable

ITEM NO. 2:

APPOINTMENT OF MR. JITENDRA PARAS TATIYA [DIN: 01319075] AS A DIRECTOR (CATEGORY – NON-EXECUTIVE, INDEPENDENT) OF THE COMPANY, AND ALSO FOR A FIXED FIRST TERM OF THREE (03) CONSECUTIVE YEARS AS AN INDEPENDENT DIRECTOR OF THE COMPANY : SPECIAL RESOLUTION:

GLOBAL EDUCATION LIMITED

DETAILS OF DIRECTORS SEEKING APPOINTMENT:

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Registered Office:

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