Meeting Details

  • Type of Meeting: Postal Ballot through remote e-voting only
  • Cut-off Date for Eligibility: September 18, 2026
  • Voting Period: September 28, 2026 (9:00 AM IST) to October 27, 2026 (5:00 PM IST)
  • Results Declaration: On or before October 28, 2026

Proposed Resolutions and Implications

Special Resolution: Approval for Buy-Back of Equity Shares

The company proposes to buy back up to 14,75,000 fully paid-up equity shares of face value ₹2 each, representing approximately 2.8978% of the existing total number of 5,09,01,500 equity shares.

Key Terms:

  • Buyback Price: ₹162 per equity share
  • Maximum Buyback Size: ₹23,89,50,000 (excluding transaction costs)
  • Method: Tender Offer route through stock exchange mechanism
  • Source of Funds: Free reserves, securities premium account, and/or internal resources (no borrowed funds)
  • Reservation: 15% of shares reserved for small shareholders (holding shares worth ≤ ₹2,00,000)

Board Authorities:

  • Authority to increase buyback price and decrease number of shares (without increasing total size)
  • Authority to fix record date and finalize timetable
  • Authority to appoint intermediaries including Merchant Banker (Kreo Capital Private Limited)
  • Authority to restrict acceptance to maintain minimum public shareholding requirements

Voting Process and Methods

  • Voting Method: Remote e-voting only through CDSL platform
  • Eligibility: Members registered as of September 18, 2026 cut-off date
  • Scrutinizer: CS Riddhita Agrawal, Practising Company Secretary (ICSI Membership No. FCS 10054)
  • Notification: Notice sent only through electronic mode to registered email addresses
  • Physical Copies: Not being sent to any members

Key Compliance Aspects

Financial Compliance:

  • Buyback size represents 19.3849% of standalone paid-up capital + free reserves (within 25% limit)
  • Number of shares within 25% of total paid-up equity share capital
  • Statutory auditor (Patel Shah & Joshi) confirmed permissible capital payment and solvency opinion
  • Post-buyback public shareholding will remain at 25.1010% (above 25% minimum requirement)

Promoter Commitments:

  • Promoters and promoter group (holding 72.7286%) confirmed non-participation
  • Their shares will not be considered for entitlement ratio calculation
  • Their holdings will remain frozen during buyback period

Shareholder Structure and Transactions

Promoter Holdings:

  • Cerebral Tech Ventures Private Limited: 1,86,47,431 shares (36.6343%)
  • Midastech Ventures Private Limited: 1,83,72,520 shares (36.0943%)
  • Total Promoter/Promoter Group: 3,70,19,951 shares (72.7286%)

Recent Transactions:

  • Midastech Ventures purchased 9,557 shares on March 24, 2026 at ₹92.30 per share
  • No other promoter/director transactions in preceding six months

Implementation Timeline

  • Voting Period: September 28 - October 27, 2026
  • Results Declaration: By October 28, 2026
  • Buyback Period: Commences after results declaration, completed within one year
  • Record Date: To be fixed after shareholder approval

Signatories and Contacts

  • Company Secretary & Compliance Officer: CS Preeti Pacheriwala (ICSI Membership No. F7502)
  • Scrutinizer: CS Riddhita Agrawal (Email: csriddhita@gmail.com)
  • Investor Contact: investorinfo@globaledu.net.in
  • RTA: Bigshare Services Private Limited
  • CDSL Helpdesk: helpdesk.evoting@cdslindia.com, Toll Free: 1800 21 09911

Additional Information

  • The explanatory statement includes detailed price justification showing 19.61% premium over latest closing price (₹135.44)
  • Documents available for electronic inspection during voting period
  • Advertisement will be published in English and Marathi newspapers
  • Equity shares bought back will be extinguished and cancelled