W h a t L e a r n i n g C a n B e

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1 W h a t L e a r n i n g C a n B e EDUCOMP SOLUTIONS LIMITED Regd. Office: 1211, Padma Tower 1, 5, Rajendra Place, New Delhi Corporate Identity Number: L74999DL1994PLC Tel.: Fax: Website: investor.services@educomp.com Dear Shareholders: Postal Ballot Notice pursuant to Section 110 of e Companies Act, 2013 NOTICE is hereby given at pursuant to Section 110 of e Companies Act, 2013 ( e Act ), read wi e Companies (Management and Administration) Rules, 2014 ( Relevant Rules ), Educomp Solutions Limited (e "Company") is seeking e consent of its members rough postal ballot. The Special Business(es), along wi explanatory statement pursuant to section 102 of e Companies Act, 2013, a postal ballot form ( Form ) along wi a self-addressed, postage pre-paid envelope are enclosed for your consideration and voting. The Board of Directors of e Company ( Board ) have appointed Mr. Abhishek Bansal, an Advocate as scrutinizer ( Scrutinizer ) who will be responsible for e fair and transparent conduct of e vote rough postal ballot. Member(s) are requested to carefully read e instructions printed in e Postal Ballot Form and return e Form duly completed in e attached self-addressed, prepaid postage envelope, so as to reach e Scrutinizer on or before e close of Business hours on 07 August, Electronic Voting The company is pleased to offer e-voting facility to its members enabling em to cast eir vote electronically, instead of physical Postal Ballot Form. E-voting is optional. Please read e instructions carefully before exercising your vote. The company has signed an agreement wi e National Securities Depository Limited (NSDL) for facilitating e-voting to enable e shareholders to cast eir votes electronically pursuant to Clause 35B of e Listing Agreement and Section 108 of e Act read wi relevant rules. The Scrutinizer will submit his report to e Company after completion of e scrutiny of e Postal Ballot Forms and after verifying e voting as per data received from e e-voting portal. The result of e Postal Ballot shall be announced in accordance wi e provisions of Section 110 of e Act, read wi relevant rules, at 4.30 P.M.at e registered office of e Company situated at 1211, Padma Tower 1, 5, Rajendra Place New Delhi on Monday 11 August, 2014 by e Chairman or in his absence by any oer person auorized by e Chairman. The result of e postal ballot will be intimated to e National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Subsequently, e result of e postal ballot shall also be published in at least one English Newspaper and one vernacular language newspaper circulating in Delhi. The result of e postal ballot will also be displayed at website of e Company ( The s, if approved, will be taken as passed effectively on e date of declaration of results i.e Monday 11 August, PROPOSED RESOLUTIONS: SPECIAL BUSINESS(ES) Item No. 1 To approve e loan, investment and corporate guarantee limit of company under Section 186 of e Companies Act, 2013 in body corporates oer an M/s Educomp Infrastructure & School Management Ltd and M/s Edu Smart Services Private Limited RESOLVED THAT pursuant to e provisions of Section 186 and all oer applicable provisions, if any, of e Companies Act, 2013 read wi Companies (Meeting of Board and its Powers) Rules, 2014 (including any statutory modification(s) or re-enactment ereof, for e time being in force) and subject to e approval/ consent of oer appropriate auorities, if any, e consent of e Company be and is hereby accorded to make (1)

2 loan(s) and/or give any guarantee(s) and/or provide any security(ies) in connection wi loan(s) made by any oer person to, or to any oer person and/or acquire, in one or more tranches, by way of subscription, purchase or oerwise e securities comprising of equity shares, convertible or non convertible preference shares or debentures, etc of any Body corporate (oer an companies for which specific investment limit have been fixed and approved by e shareholders) upto a limit not exceeding Rs Crore (Rupees Two Thousand Crores only) inclusive of existing investment, loan, corporate guarantee, security already made/ given to any Body Corporate(s) (oer an companies for which specific investment limit have been fixed and approved by e shareholders) under e auority of e earlier s passed by e members of e company; RESOLVED FURTHER THAT e overall limit of loan(s) and/or guarantee(s)/ security (ies) in connection wi loan(s) made to and/or investment by way of subscription, purchase or oerwise in e securities of any Body corporate pursuant to e provisions of Section 186 and oer applicable provisions, if any, of e Companies Act, 2013 (including any statutory modification(s) or re-enactment ereof, for e time being in force) shall not exceed Rs Crore ( Rupees Seven Thousand Fifty Crore Only); RESOLVED FURTHER THAT e Board be and is hereby auorized to negotiate and finalise e terms and conditions of e said investments, loans, guarantees and provision of security on behalf of e Company as it deem fit in e interest of e Company, to take all such actions and to settle all matters arising out of and incidental ereto, and to sign and execute all deeds, applications, documents and writings at may be required to be signed, on behalf of e Company, in connection wi such investments, loans, guarantees and provision of security and generally to do all such acts, deeds and ings at may be necessary, proper, expedient or incidental for e purpose of giving effect to is Resolution. Item No. 2 To approve e loan, investment and corporate Guarantee limit of company U/S 186 of e Companies Act, 2013 in body corporate naming M/s Educomp Infrastructure & School Management Limited RESOLVED THAT pursuant to e provisions of Section 186 and all oer applicable provisions, if any, of e Companies Act, 2013 read wi Companies (Meeting of Board and its Powers) Rules, 2014 (including any statutory modification(s) or re-enactment ereof, for e time being in force) and subject to e approval/ consent of such appropriate auorities where necessary, consent of e Company be and is hereby accorded to make investment, in one or more tranches, in M/s. Educomp Infrastructure & School Management Limited, by subscription, purchase or oerwise, in any securities comprising of equity shares, convertible or non-convertible preference shares or debentures or by making loan, or by providing of security or guarantee in connection wi a loan made by any oer person to or to any oer person by 'Educomp Infrastructure & School Management Limited' up to Rs Crores (Rupees Three Thousand Five Hundred Crores only) inclusive of existing investment, loan, corporate guarantee, security already made/ given under e auority of e earlier s passed by e members of e company; RESOLVED FURTHER THAT e Board be and is hereby auorized to negotiate and finalise e terms and conditions of e said investments, loans, guarantees and provision of security on behalf of e Company as it deem fit in e interest of e Company, to take all such actions and to settle all matters arising out of and incidental ereto, and to sign and execute all deeds, applications, documents and writings at may be required to be signed, on behalf of e Company, in connection wi such investments, loans, guarantees and provision of security and generally to do all such acts, deeds and ings at may be necessary, proper, expedient or incidental for e purpose of giving effect to is Resolution. Item No. 3 Toapprove e loan, investment and corporate guarantee limit of company U/S 186 of e Companies Act, 2013 in body corporate naming M/s Edu Smart Services Private Limited RESOLVED THAT pursuant to e provisions of Section 186 and all oer applicable provisions, if any, of e Companies Act, 2013 read wi Companies (Meeting of Board and its Powers) Rules, 2014 (including any statutory modification(s) or re-enactment ereof, for e time being in force) and subject to e approval/ consent of such appropriate auorities where necessary, consent of e Company be and is hereby accorded to make investment, in one or more tranches, in M/s. Edu Smart Services Private Limited, by subscription, purchase or oerwise, in any securities comprising of equity shares, convertible or non-convertible preference shares or debentures or by making loan, or by providing of security or guarantee in connection wi a loan made by any oer person to or to any oer person by 'Edu Smart Services Private Limited' up to Rs Crores (Rupees One Thousand Five Hundred Fifty Crores only) inclusive of existing investment, loan, corporate guarantee, security already made/ given under e auority of e earlier s passed by e members of e company; RESOLVED FURTHER THAT e Board be and is hereby auorized to negotiate and finalise e terms and conditions of e said investments, loans, guarantees and provision of security on behalf of e Company as it deem fit in e interest of e Company, to take all such actions and to settle all matters arising out of and incidental ereto, and to sign and execute all deeds, applications, documents and writings at may be required to be signed, on behalf of e Company, in connection wi such investments, loans, guarantees and provision of security and generally to do all such acts, deeds and ings at may be necessary, proper, expedient or incidental for e purpose of giving effect to is Resolution. (2)

3 Item No. 4 To approve e borrowing Limit U/S 180(1)(c) of e Companies Act, 2013 RESOLVED THAT pursuant to e provisions of Section 180(1)(c) and all oer applicable provisions, if any, of e Companies Act, 2013 (including any statutory modification(s) or re-enactment ereof for e time being in force), consent of e members of e Company, be and is hereby accorded to e Board (hereinafter referred to as e Board, which term shall include any committee constituted by e Board or any person(s) auorized by e Board to exercise e powers conferred on e Board by is Resolution), to borrow and raise such sum or sums of money or monies from time to time as may be required for e purpose of business of e Company notwistanding at e money or monies to be borrowed by e Company (apart from temporary loans obtained from e Company's bankers in e ordinary course of business) will exceed e aggregate of e paid-up capital of e Company and its free reserves, at is to say, reserves not set apart for any specific purpose, provided at e aggregate of such borrowings shall not exceed Rs Crores (Rupess Five Thousand Crores Only) at any point of time; RESOLVED FURTHER THAT for e purpose of giving effect to e above s, e Board of Directors or Committee or persons auorized by e Board be and are hereby auorized to finalize and execute any and all agreements and documents, papers, etc and also auorized to do all such acts, deeds, matters and ings as it may in its absolute discretion consider necessary, proper or desirable and to resolve any question, difficulty or doubt relating ereto, or oerwise considered to be in e best interest of e Company. Item No. 5 To approve e limits U/S 180 (1) (a) of e Companies Act, 2013 RESOLVED THAT pursuant to section 180(1)(a) and oer applicable provisions, if any, of e Companies Act, 2013, consent of e Company be and is hereby accorded for selling, leasing, mortgaging and/or charging or oerwise disposing of movable and/or immovable properties of e company, bo present and future, including e whole or substantially e whole of e undertaking of e company or where e company owns more an one undertaking, of e whole or substantially e whole of any of such undertakings by e Board and/or duly auorised committee ereof (hereinafter referred as 'Board') in favour of e lender(s), agent(s), trustee(s) for securing e borrowings of e company or any oer entity availed/to be availed by way of loan(s) in foreign currency and/or rupee currency and securities comprising fully/partly convertible debentures and/or non-convertible debentures wi or wiout detachable or non-detachable warrants and/or secured premium notes and/or floating rates notes/bonds or oer debt instrument, issued/to be issued by e company or any oer entity from time to time, subject to e limits approved under section 180(1)(c) of e Companies Act, 2013 togeer wi interest at e respective agreed rates, additional interest, compound interest in case of default, accumulated interest, liquidated damages, commitment charges, premia on pre-payment, remuneration of agent(s), trustees, premium, (if any), on redemption all oer costs, charges and expenses including any increase as a result of devaluation/revaluation/in e rates of exchange and all oer monies payable by e company in terms of loan agreement(s), heads of agreement(s) debenture trust deed or any oer document entered into/to be entered into between e company and e lender(s)/agent(s)/trustees, in respect of e said loans/borrowings/debentures and containing such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in at behalf and agreed to between e Board of directors or committee ereof and e lender(s) agent(s)/trustees; RESOLVED FURTHER THAT for e purpose of giving effect to e above s, e Board of Directors or Committee or persons auorized by e Board be and are hereby auorized to finalize and execute any and all agreements and documents, necessary for creating mortgage and / or charges as aforesaid and to do all such acts, deeds, matters and ings as it may in its absolute discretion consider necessary, proper or desirable and to resolve any question, difficulty or doubt relating ereto, or oerwise considered to be in e best interest of e Company. Item No. 6 To approve e Corporate Debt Restructuring Scheme in relation to restructuring of e Company's debts RESOLVED THAT subject to applicable provisions of e Companies Act, 2013, and all oer applicable laws (including any statutory modification(s) or re-enactment ereof for e time being in force) and in accordance wi e provisions of e Memorandum and Articles of Association of e Company, listing agreements entered into wi stock exchanges on which e shares of e Company are listed, e applicable rules, notifications, guidelines issued by e Government of India, e Reserve Bank of India ( RBI ) and any oer regulatory auority (including but not limited to Securities and Exchange Board of India ( SEBI )), and subject to approvals, permissions, sanctions and consents as may be necessary from any regulatory and oer appropriate auorities (including but not limited to SEBI, e Corporate Debt Restructuring Empowered Group (e CDR EG ), RBI, Government of India, etc.), which may be agreed to by e Board of Directors (hereinafter referred to as e Board, which term shall be deemed to include any committee which e Board has constituted or may constitute to exercise its powers, including e powers conferred by is ), e Company hereby auorises, confirms, approves and ratify e corporate debt restructuring scheme (CDR Package)as approved by CDR EG vide e letter of approval dated February 28, 2014 ( CDR LOA ) bearing reference number BY.CDR(SSA)/No.1079/ and modified by reviewed letter of Restructuring Package approved in e CDR system dated March 19, 2014 ( CDR RLOA )bearing reference number BY.CDR(SSA)/No.1143/ issued by Corporate Debt Restructuring Cell (CDR Cell) to e lenders whose loans are being restructured under e CDR Package (CDR Lenders); (3)

4 RESOLVED FURTHER THAT e Board and / or any person auorised by e Board in respect ereof from time to time, be and is hereby auorised on behalf of e Company to (i) discuss, negotiate, amend, if required, e terms of e CDR LOA and CDR RLOA in e manner as may be approved by and between e Company and e CDR Lenders, (ii) negotiate, finalize and execute all documents required to be executed pursuant to CDR LOA, CDR RLOA and Master Restructuring Agreement (MRA) dated 25 March 2014 executed between e Company and e CDR Lenders(iii) amend e MRA and oer documents if required in future, executed in e matter, (iv)implement e CDR LOA, CDR RLOA and e MRA, on e basis of e terms set out in e CDR LOA, CDR RLOA and e MRA, as may be agreed between e respective parties, and; (v) execute e necessary documents for e same including, inter-alia, issuance of equity shares or any oer securities to persons in terms of e CDR LOA, CDR RLOA and e MRA. Item No. 7 To approve e Educomp Employee Stock Option Scheme 2014 RESOLVED THAT pursuant to provisions of e Section 62 and applicable rules of e Companies Act, 2013 and oer applicable provisions of e Companies Act, 2013, Memorandum and Articles of Association of e Company, e Listing Agreement entered into by e Company wi Stock Exchanges where e shares of e Company are listed and e Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines,1999, as amended from time to time, e Reserve Bank of India or any relevant auority, from time to time, to e extent applicable and subject to such approvals, consents, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed by em while granting such permissions, consents, auority, if any, approval of e members of e Company be and is hereby accorded to e Board of Directors (hereinafter referred to as e Board which term shall be deemed to include any committee including Nomination and Remuneration committee of e Board) to frame e Employees Stock Option Scheme 2014 and to create, issue, offer and allot in one or more tranches under e said Employees Stock Option Scheme 2014 at any time to e present and/or future permanent employees of e Company except e Promoter or any oer person belonging to e Promoters Group and Independent Directors such number of Equity Shares and/or equity linked instruments or Securities which could give rise to e issue of Equity Shares (hereinafter collectively referred to as Securities ) of e Company initially not exceeding 50,00,000 (Fifty Lacs only) options convertible into 50,00,000 equity shares of face value of Rs. 2/- each fully paid up (or such oer adjusted figure for any bonus, stock splits or consolidations or oer reorganization of e capital structure of e Company as may be applicable for time to time) at such price and on such terms and conditions as may be fixed or determined by e Board in accordance wi e Guidelines or oer applicable provisions of any law as may be prevailing at e relevant date; RESOLVED FURTHER THAT e limits for e maximum number of stock options at can be granted to non-executive directors, in any financial year shall be 5,00,000 (Five Lakh) stock options per Director; RESOLVED FURTHER THAT e Board be and is hereby auorized to formulate, evolve, decide upon and bring into effect any scheme (hereinafter referred to as e ESOP Scheme-2014 ) on such terms and conditions as contained in e relevant Explanatory Statement to is notice and to make any modification(s), change(s), variation(s), alteration(s) or revision(s) in e terms and conditions of e scheme from time to time including but not limited to amendments wi respect to vesting period, exercise price, eligibility criteria, vesting schedule or to suspend, widraw or revive e ESOP Scheme-2014; RESOLVED FURTHER THAT e new Equity Shares to be issued and allotted as stated aforesaid shall rank pari- passu wi all e en existing equity shareholders of e Company for all purposes. RESOLVED FURTHER THAT as required, e Company shall conform wi e accounting policies as contained in e ESOS & ESPS Guidelines in force from time to time; RESOLVED FURTHER THAT e Board be and is hereby auorized to take necessary steps for listing of e securities allotted under e ESOP Scheme-2014 in e Stock Exchanges where e securities of e Company are listed as per provisions of e Listing Agreement wi e Concerned Stock Exchanges and oer applicable guidelines, rules and regulations; RESOLVED FURTHER THAT for e purpose of giving effect to any creation, offer, issue, allotment or listing of securities, e Board be and is hereby auorized on behalf of e Company to evolve, decide upon and bring into effect e Scheme and make any modifications, changes, variations, alterations or revisions in e said Scheme from time to time or to suspend, widraw or revise e Scheme from time to time as may be specified by any statutory auority and to do all such acts, deeds, matter and ings as it may in its absolute discretion deem fit or necessary or desirable for such purpose and wi power on behalf of e Company to settle any questions, difficulties, or doubts at may arise in is regard wiout requiring e Board to secure any furer consent or approval of e Members." Item No. 8 To approve e Educomp Employee Stock Option Scheme 2014 for subsidiaries RESOLVED THAT e benefits of e Employee Stock Option Scheme 2014 under Resolution No. 7 of is Notice and as approved by e (4)

5 Members, be extended to such present and future permanent employees including Managing Director/Whole-Time Directors of such subsidiary Companies of e Company, as may be decided by e Board of Directors of e Company (hereinafter referred to as e Board which terms shall be deemed to include any committee including Nomination and Remuneration committee of e Board); RESOLVED FURTHER THAT Board of Directors be and are hereby severally auorized on behalf of e Company to sign such documents, agreements, undertakings as may be necessary to give effect is. Item No. 9 To approve e conversion of e loan into equity share capital of e company RESOLVED THAT pursuant to e provisions of Section 62 and all oer applicable provisions, if any, of e Companies Act, 2013 and e Rules made ereunder (including any statutory modification or re-enactments ereof), e regulations/guidelines, if any, issued/prescribed by e Government of India, Securities Exchange Board of India (SEBI) and Reserve Bank of India (RBI), and in accordance wi e relevant provisions of Memorandum and Articles of Association of e Company, e listing agreements entered into by e Company wi e respective stock exchanges where e equity shares of e Company are listed, and all oer concerned and relevant auorities from time to time, to e extent applicable and subject to such approvals of relevant statutory/governmental auorities as may be required, e consent, auority and approval of e Company be and is hereby accorded for e allotment of such number of equity shares of e face value of Rs. 2/- each (Rupees Two Only) to e Corporate Debt Restructuring Lenders and e Corporate Lenders (collectively referred to as e CDR Lenders ) upon e exercise of e right of e CDR Lenders/ Monitoring Institution to convert certain outstanding credit facilities granted by e CDR Lenders which shall not exceed e amount of principal and interest outstanding as on e date of conversion, in accordance wi e terms of e Scheme of Corporate Debt Restructuring approved by e Corporate Debt Restructuring Empowered Group (CDR-EG), at its meeting held on February 17, 2014, and communicated to e Company by e Corporate Debt Restructuring Cell vide Letter of Approval dated February 28, 2014 bearing reference number BY.CDR(SSA)/No.1079/ and amendment letter dated March 19, 2014 bearing reference number BY.CDR(SSA)/No.1143/ , (collectively referred to as e CDR LOA ) at price as per e Security Exchange Board of India ( SEBI ) rules and regulations and e applicable provisions of e Companies Act, 2013 as amended from time to time and e Master Restructuring Agreement dated 25 March 2014, as amended from time to time, entered inter-alia between e Company and e CDR Lenders, on e exercise by e CDR Lenders of e Option to convert e whole or part of eir loans; The conversion by e CDR Lenders shall be in accordance wi e following conditions: (i) (ii) (iii) (iv) (v) On receipt of e Notice of Conversion, e Company shall allot and issue e requisite number of fully paid-up equity shares to e CDR lenders and such CDR Lenders shall accept e same in satisfaction of e loans of e CDR Lenders so converted, as envisaged under e CDR LOA; The part of e said loans so converted shall cease to carry interest as from e date of conversion and e said loans shall stand correspondingly reduced. Upon such conversion, e repayment installments payable after e date of conversion as per e CDR LOA shall stand reduced proportionately by e amounts of e said loan so converted; The equity shares so allotted and issued to e CDR Lender(s) shall rank pari passu wi e existing Equity Shares of e Company in all respects, inter-alia, e dividends and oer distributions declared or to be declared in respect of e equity capital of e Company; In e event at e CDR Lenders or any of e CDR Lender exercise e conversion right as aforesaid, e Company shall, at its cost, apply to e stock exchanges where e shares of e company are listed for e listing of e equity shares issued to e CDR lenders as a result of e conversion and get e same listed immediately; and In e event, e CDR Lenders or any of e CDR Lender exercise its right to sell such shares issued in terms of e conversion eir loan into equity share of e company, e CDR Lenders shall offer e right of first refusal (ROFR), to buy such shares, to e Promoter. RESOLVED FURTHER THAT Director(s) of e Company and/or any person auorized by e board be and are hereby severally auorized to sign, execute, exchange necessary application, documents, papers etc and to do any oer acts, ings and deeds as may be required for e said purpose. Item No. 10 To approve e transaction/agreement to be entered between e Company and M/s Educomp Learning Private Limited, subsidiary of e company for e purchase of educational content from M/s Educomp Learning Private Limited RESOLVED THAT pursuant to e provision of Section 188 and any oer applicable provisions of e Companies Act, 2013, and Rules made ereunder (including any statutory modifications or re-enactments ereof for e time being in force), and subject to such approval(s), consent(s), permission(s) and sanction(s) as may be necessary, e Consent of e Company be and is hereby accorded to enter into transaction/contract/agreement, wi Educomp Learning Private Limited, subsidiary of e company, for e purchase of educational content on e following term(s) & condition(s): (5)

6 S.no. Contractee Party Nature of Transactions Contract Period Contract value 1 Educomp Learning Private Limited Purchase of educational content from M/s Educomp Learning Private Limited Crores 3 Crores 3 Crores RESOLVED FURTHER THAT Board of Directors or any oer person duly auorized by e board of directors be and are hereby severally auorized, to sign, execute, on behalf of e company, e aforesaid agreement and also auorized to do all acts, deeds and ings at may be necessary, proper, expedient or incidental for e purpose of giving effect to is Resolution. Item No. 11 To approve e transaction/agreement to be entered between e Company and M/s Educomp Learning Private Limited, subsidiary of e company to use e part of e property bearing 1211, Padma Tower-1, 5 Rajendra Place, New Delhi RESOLVED THAT pursuant to provisions of Section 188 and any oer applicable provisions of e Companies Act, 2013, and Rules made ereunder (including any statutory modifications or re-enactments ereof for e time being in force), and subject to such approval(s), consent(s), permission(s) and sanction(s) as may be necessary, e Consent of e Company be and is hereby accorded to enter into leave and license agreement, wi Educomp Learning Private Limited, subsidiary of e company, to allow to use e part of e leased property bearing 1211, Padma Tower-1, 5 Rajendra Place, New Delhi on e following term(s) & condition(s): S.no. Period of Contract/agreement Contract value 1 For a period of 11 mon w.e.f. 01 st September 2014, which shall be furer renewed, at e option of e Licensee, for four more terms of 11 mons each The license fee shall be Rs /- per mon (plus applicable taxes, if any) during e currency of e agreement, including on e renewal of e agreement. RESOLVED FURTHER THAT Board of Directors or any oer person duly auorized by e board of directors be and are hereby severally auorized, to sign, execute, on behalf of e company, e aforesaid agreement and also auorized to do all acts, deeds and ings at may be necessary, proper, expedient or incidental for e purpose of giving effect to is Resolution. Item No. 12 To approve e agreement to be entered between e Company and Mr. Shantanu Prakash, related party to use e part of e property bearing Flat no. 35/1, H-Block, DLF Phase-1, Gurgaon RESOLVED THAT pursuant to Section 188 and any oer applicable provisions of e Companies Act, 2013, and Rules made ereunder (including any statutory modifications or re-enactments ereof for e time being in force), and subject to such approval(s), consent(s), permission(s) and sanction(s) as may be necessary, e Consent of e Company be and is hereby accorded to enter into Leave and License agreement, wi Mr. Shantanu Prakash, related party, to use e part of e property bearing Flat no. 35/1, H-Block, DLF Phase-1, Gurgaon on e following term(s) & condition(s): S.no. Period of Contract/agreement Contract value 1 For a period of 11 mon w.e.f. 01 st January 2015, which shall be furer renewed, at e option of e Licensee, for four more terms of 11 mons each (i) The license fee shall be Rs. 69,000/- per mon (plus applicable taxes, if any) during e currency of e agreement, including on e renewal of e agreement. (ii) An amount of Rs. 1,38,000/- (Rupees One Lakh Thirty Eight Thousand Only) equivalent to Two (2) mons rent as security deposit (interest free) and e same is refundable only at e time of vacation of e premises. RESOLVED FURTHER THAT Board of Directors or any oer person duly auorized by e board of directors be and are hereby severally auorized, to sign, execute, on behalf of e company, e aforesaid agreement and also auorized to do all acts, deeds and ings at may be necessary, proper, expedient or incidental for e purpose of giving effect to is Resolution. (6)

7 Item No. 13 To approve and ratify e agreement entered between e Company and M/s Educomp Learning Private Limited, subsidiary of e company RESOLVED THAT pursuant to e applicable provisions of e Companies Act, 1956 and also e applicable provisions of e Companies Act, 2013, and Rules made ereunder (including any statutory modifications or re-enactments ereof for e time being in force), e members of e Company do hereby confirm, ratify and approve e contract entered wi Educomp Learning Private Limited, subsidiary of e company, for availing e services relating to educational content during e period starting from to for e value not exceeding Rs. 5 Crores (Rupees Five Crores only) in accordance wi e approval granted under Section 297 of e Companies Act 1956 by e Ministry of Corporate Affairs vide letter No. 4/398/T-1/2013/D/7405 dated 28 October, RESOLVED FURTHER THAT e board of Director(s) of e company, be and are hereby severally auorized to do all acts, deeds and ings at may be necessary, proper, expedient or incidental for e purpose of giving effect to is Resolution. Item No. 14 To approve and ratify e agreement entered between e Company and M/s Learning Links Foundation, related party RESOLVED THAT pursuant to e applicable provisions of e Companies Act, 1956 and also e applicable provisions of e Companies Act, 2013, and Rules made ereunder (including any statutory modifications or re-enactments ereof for e time being in force), e members of e Company do hereby confirm, ratify and approve e contract entered wi Learning Links Foundation, for providing training to teachers/students in various state government schools during e period starting from to for e value not exceeding Rs. 6 Crores (Rupees Six Crores only) in accordance wi e approval granted under Section 297 of e Companies Act 1956 by e Ministry of Corporate Affairs vide letter No. 4/397/T-1/2013/D/7404 dated 28 October, RESOLVED FURTHER THAT e board of director(s) of e company, be and are hereby severally auorized to do all acts, deeds and ings at may be necessary, proper, expedient or incidental for e purpose of giving effect to is Resolution. Item No. 15 To approve e Leave and License agreement to be entered between e Company and M/s Educomp Leaning Private Limited, subsidiary of e company for e property Plot no 85, NSEZ, Noida RESOLVED THAT pursuant to Section 188 and any oer applicable provisions of e Companies Act, 2013, and Rules made ereunder (including any statutory modifications or re-enactments ereof for e time being in force), and subject to such approval(s), consent(s), permission(s) and sanction(s) as may be necessary, e Consent of e Company be and is hereby accorded to enter into Leave and License agreement, wi Educomp Learning Private Limited, subsidiary of e company, to use e part of property No. 85, NSEZ, Noida on e following term(s) & condition(s): S.no. Period of Contract/agreement Contract value 1 For a period of 11 mon w.e.f. 01 st December 2014, which shall be furer renewed, at e option of e Licensee, for four more terms of 11 mons each The license fee shall be Rs /- per mon (plus applicable taxes, if any) during e currency of e agreement, including on e renewal of e agreement. RESOLVED FURTHER THAT Board of Directors or any oer person duly auorized by e board of directors be and are hereby severally auorized, to sign, execute, on behalf of e company, e aforesaid agreement and also auorized to do all acts, deeds and ings at may be necessary, proper, expedient or incidental for e purpose of giving effect to is Resolution. Item No. 16 To approve e Leave and License agreement to be entered between e Company and M/s Educomp Leaning Private Limited, subsidiary of e company, for e property Flat no 204, 2nd Floor, Samparpan Premises, Co-Operative Society Ltd, New Link Road, Chakala, Andheri East, Mumbai RESOLVED THAT pursuant to Section 188 and any oer applicable provisions of e Companies Act, 2013, and Rules made ereunder (including any statutory modifications or re-enactments ereof for e time being in force), and subject to such approval(s), consent(s), permission(s) and sanction(s) as may be necessary, e Consent of e Company be and is hereby accorded to enter into Leave and License agreement, wi Educomp Learning Private Limited, subsidiary of e company, to use e part of property Flat no 204, 2nd Floor, Samparpan Premises, Co-Operative Society Ltd, New Link Road, Chakala, Andheri East, Mumbai on e following term(s) & condition(s): (7)

8 S.no. Period of Contract/agreement Contract value 1 For a period of 11 mon w.e.f. 01 st September 2014, which shall be furer renewed, at e option of e Licensee, for four more terms of 11 mons each The license fee shall be Rs /- per mon (plus applicable taxes, if any) during e currency of e agreement, including on e renewal of e agreement. RESOLVED FURTHER THAT Board of Directors or any oer person duly auorized by e board of directors be and are hereby severally auorized, to sign, execute, on behalf of e company, e aforesaid agreement and also auorized to do all acts, deeds and ings at may be necessary, proper, expedient or incidental for e purpose of giving effect to is Resolution. Item No. 17 To approve e Leave and License agreement to be entered between e Company and M/s Edu Smart Services Private Limited, subsidiary of e company for e property Flat no 802, Padma Tower-1, 5 Rajendra Place, New Delhi RESOLVED THAT pursuant to Section 188 and any oer applicable provisions of e Companies Act, 2013, and Rules made ereunder (including any statutory modifications or re-enactments ereof for e time being in force), and subject to such approval(s), consent(s), permission(s) and sanction(s) as may be necessary, e Consent of e Company be and is hereby accorded to enter into Leave and License agreement, wi Edu Smart Services Private Limited, subsidiary of e company, to allow to use e part of leased property 802, Padma Tower-1, 5 Rajendra Place, New Delhi on e following term(s) & condition(s): S.no. Period of Contract/agreement Contract value 1 For a period of 11 mon w.e.f. 01 st July 2014, which shall be furer renewed, at e option of e Licensee, for four more terms of 11 mons each The license fee shall be Rs /- (plus applicable taxes, if any) per mon during e currency of e agreement, including on e renewal of e agreement. RESOLVED FURTHER THAT Board of Directors or any oer person duly auorized by e board of directors be and are hereby severally auorized, to sign, execute, on behalf of e company, e aforesaid agreement and also auorized to do all acts, deeds and ings at may be necessary, proper, expedient or incidental for e purpose of giving effect to is Resolution. Item No. 18 To approve e Leave and License agreement to be entered between e Company and M/s Edu Smart Services Private Limited, subsidiary of e company, for e property Khasra No. 819, 1st Floor, K-2 Block, Near Apra Service Station Mahipalpur, New Delhi RESOLVED THAT pursuant to Section 188 and any oer applicable provisions of e Companies Act, 2013, and Rules made ereunder (including any statutory modifications or re-enactments ereof for e time being in force), and subject to such approval(s), consent(s), permission(s) and sanction(s) as may be necessary, e Consent of e Company be and is hereby accorded to enter into Leave and License agreement, wi Edu Smart Services Private Limited, subsidiary of e company, to allow to use e part of leased property Khasra No. 819, 1st Floor, K-2 Block, Near Apra Service Station Mahipalpur New Delhi on e following term(s) & condition(s): S.no. Period of Contract/agreement Contract value 1 For a period of 11 mon w.e.f. 01 st July 2014, which shall be furer renewed, at e option of e Licensee, for four more terms of 11 mons each The license fee shall be Rs. 5000/- (plus applicable taxes, if any) per mon during e currency of e agreement, including on e renewal of e agreement. RESOLVED FURTHER THAT Board of Directors or any oer person duly auorized by e board of directors be and are hereby severally auorized, to sign, execute, on behalf of e company, e aforesaid agreement and also auorized to do all acts, deeds and ings at may be necessary, proper, expedient or incidental for e purpose of giving effect to is Resolution. Item No. 19 To approve e Leave and License agreement to be entered between e Company and M/s Edu Smart Services Private Limited, subsidiary of e company, for e property Flat no 204, 2nd Floor, Samparpan Premises, Co-Operative Society Ltd, New Link Road, Chakala, Andheri East, Mumbai (8)

9 RESOLVED THAT pursuant to Section 188 and any oer applicable provisions of e Companies Act, 2013, and Rules made ereunder (including any statutory modifications or re-enactments ereof for e time being in force), and subject to such approval(s), consent(s), permission(s) and sanction(s) as may be necessary, e Consent of e Company be and is hereby accorded to enter into Leave and License agreement, wi Edu Smart nd Services Private Limited, subsidiary of e company, to allow to use e part of leased property Flat no 204, 2 Floor, Samparpan Premises, Co- Operative Society Ltd, New Link Road, Chakala, Andheri East, Mumbai on e following term(s) & condition(s): S.no. Period of Contract/agreement Contract value 1 For a period of 11 mon w.e.f. 01 st July 2014, which shall be furer renewed, at e option of e Licensee, for four more terms of 11 mons each The license fee shall be Rs. 10,000/- (plus applicable taxs, if any) per mon during e currency of e agreement, including on e renewal of e agreement. RESOLVED FURTHER THAT Board of Directors or any oer person duly auorized by e board of directors be and are hereby severally auorized, to sign, execute, on behalf of e company, e aforesaid agreement and also auorized to do all acts, deeds and ings at may be necessary, proper, expedient or incidental for e purpose of giving effect to is Resolution. By Order of e Board For Educomp Solutions Limited Date: May 26, 2014 Place: Gurgaon Sd/- Shantanu Prakash Managing Director Director Identification Number: Notes: 1. An Explanatory Statement pursuant to Section 102 of e Companies Act, 2013 read wi Section 110 of e Companies Act, 2013 in respect of special business (es) along wi e Postal Ballot form setting out material facts are appended herein below. 2. Only a member who is entitled to vote is entitled to exercise his/her vote rough postal ballot. The Notice is being sent to all e Members, whose names would appear in e Register of Members/ list of Beneficial Owners, received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited as on Friday, 20 June The voting rights of Members shall be in proportion to eir shares of e Paid up Equity Share Capital of e Company. 4. As per Rule(s) enumerated in Companies (Management and Administration) Rules 2014, details of dispatch of Notice and Postal Ballot Paper to e members will be published in one (1) English and one (1) Vernacular language newspaper circulating in e State in which e registered office of e company is situated. 5. Members(s) are requested to carefully read e instructions printed in e Postal Ballot Form and return e Form duly completed in e st attached self-addressed, prepaid postage envelope, so as to reach e Scrutinizer on or before e close of Business hours on 7 August Forms received after is date will be strictly treated as if e reply from e concerned member has not been received. 6. The postage will be borne and paid by e Company, however envelopes containing Postal Ballots, if sent by courier or by Registered Post at e expense of e Members will also be accepted. It is, however, clarified at members desiring to exercise eir vote from outside of India will have to arrange for postage from e country where e ballot papers are dispatched to e Scrutinizer. 7. The Company is pleased to offer e-voting facility as an alternate, for all its Members to enable em to cast eir votes electronically instead of dispatching Postal Ballot Form. The member may opt for e-voting facility for giving eir assent/dissent to e (s). In case a member desires to exercise his vote by using e-voting facility en he has to carefully follow e instructions as given for e-voting on e back side of e Postal Ballot Form. He can use e facility and log-in any number of times till he has voted on all e s or till e end of e voting period (i.e. till e last date of receipt of Postal Ballots), whichever is earlier. Members irrespective who have registered eir s for receipt of documents in electronic mode under e green initiative and wish to vote rough Postal Ballot Form can seek duplicate Form from e Mr. Swapan Kumar Naskar, Address:- Link Intime India Private Limited, Register Transfer Agent (RTA), 44, Community Centre, Phase-I, Near PVR, Naraina Ind. Area, New Delhi Please note at any Postal Ballot Form received after e close of working Hours on 7 August 2014 will be treated as not having been received. The e-voting facility shall be disabled by NSDL accordingly. (9)

10 8. The date of Declaration of Result of e Postal Ballot shall be deemed to be e date of e General Meeting and e date of passing of e (s). 9. The shareholders are requested to exercise eir voting rights by using e attached postal ballot Form or rough duplicate copy as provided by Registrar Transfer Agent (RTA). 10. The Company has appointed Mr. Abhishek Bansal, an advocate, to act as e Scrutinizer, for conducting e postal ballot process, in a fair and transparent manner. 11. All e material documents referred to in e Explanatory Statement, including but not limited to, such as s of e Board of Directors and Nomination and Remuneration Committee, Memorandum and Articles of Association of e Company, will be made available for inspection, during business hours, of any working day, i.e. Monday to Friday, 10:00 A.M to 05:30 P.M, by e Members at e Registered Office of e Company from 9 July, 2014 to 7 August, The Scrutinizer will submit his report to e Chairman after completion of e scrutiny and e results of e voting by Postal Ballot will be announced on Monday, 11 August 2014 at 4:30 P.M. at e registered office of e Company situated at 1211, Padma Tower 1, 5, Rajendra Place New Delhi The results of e postal ballot along wi e scrutinizer's report will also be displayed on e Company's website www. educomp.com and shall be communicated to e stock exchanges where e Company's shares are listed. 13. Members are hereby informed at pursuant to second proviso of Section 188 (1) of e Companies Act, 2013, no member of e company shall vote on such Special Resolution to approve any contract or arrangement which may be entered into by e company, if such member is a related party. EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, Item No. 1, 2 & 3 The Company, on time to time basis, makes investment(s), in one or more tranches, and/or gives loans to various companies including its subsidiarie(s) as and when deem appropriate. The Company also provides corporate guarantees on behalf of e said companies to e banks/financial institutions for e financial assistance provided by em. In terms of e provisions of e Section 372A of e Companies Act, 1956, e Shareholders of e company in eir previous meeting(s) had accorded eir consent to e Board of Directors for making a loan(s), or providing guarantee or making an investment by e Company from time to time into Educomp Infrastructure & School Management Limited; Edu Smart Services Private Limited and also to any oer Body Corporate(s) (oer an companies for which specific investment limit have been fixed and approved by e shareholders) As per e provisions of Section 186 of e Companies Act, 2013, No company shall directly or indirectly (a) give any loan to any person or oer body corporate; (b) give any guarantee or provide security in connection wi a loan to any oer body corporate or person; and (c) acquire by way of subscription, purchase or oerwise, e securities of any oer body corporate, exceeding sixty per cent. of its paid-up share capital, free reserves and securities premium account or one hundred per cent. of its free reserves and securities premium account, whichever is more. Where such giving of any loan or guarantee or providing any security or e acquisition exceeds e limits specified, under Section 186 of e Companies Act, 2013 prior approval by means of a special passed at a general meeting is necessary. In terms of e provisions Section 186 of e Companies Act, 2013 read wi read wi Companies (Meeting of Board and its Powers) Rules, 2014 e Director(s) of your company recommend e (s) as set out under Item Nos. 1, 2and 3 in is Notice for your approval by way of special. Directors, Key Managerial Personnel and eir relatives who are members of e Company, may be deemed to be concerned or interested in e Item No. 1, 2 and 3 of e accompanying notice to e extent of eir respective shareholding in e Company to e same extent as at of every oer member of e Company. In additionmr. Shantanu Prakash, Managing Director of e company and Mr. Shonu Chandra, director of e company and also Mr. Jagdish Prakash, faer of Mr. Shantnau Prakash holds directorship in Educomp Infrastructure & School Management Limited. Furer, Mr. Shantanu Prakash, member and Managing Director of e company also holds, rough himself and along wi his relative, more an 2% shares in Educomp Infrastructure & School Management Limited. Your approval is sought by voting rough Postal Ballot or rough e-voting as e case may be, pursuant to e provision of Section 110 of e Companies Act, 2013 read wi Companies (Management and Administration) Rules, 2014 for passing e Resolution under Item No. 1,2 and 3 as set in is Notice. Item No. 4 & 5 The Company had earlier passed e Ordinary Resolutions under Section 293(1)(d) and 293(1)(a) of e Companies Act, 1956 for borrowing money in excess of e aggregate of paid-up share capital of e Company and its free reserves and for creation of mortgage, charge, hypoecation, lien and oer encumbrances, if any, by e Company, as e Board may deem fit, on e assets of e Company, bo present and future, for securing e sum or sums of moneys aggregating to Rs crores (Rupees Five Thousand crores only). Wi e enactment of Companies Act, 2013 and rules (10)

11 framed ereunder and as per provisions of e Sections 180(1)(a) and 180(1)(c) of e Companies Act, 2013 (corresponding to Section 293(1)(a) and 293(1)(d) of e Companies Act, 1956) wi respect to creation of mortgage, charge, hypoecation, lien and oer encumbrances, if any, or disposal of assets of e Company in any manner by e Company and to borrow money in excess of e aggregate of e paid-up share capital of e Company and its free reserves respectively, approval of e shareholders need to be obtained by way of Special Resolution. As per e General Circular No. 04/2014 dated 25 March 2014 e passed under Section 293 of e Companies Act, 1956 shall be valid for one year from e date of notification of Section 180 of e Companies Act, 2013.Accordingly, e approval of e members by way of Special Resolutions is sought under Sections 180(1)(c) and 180(1)(a) of e Companies Act, 2013 to enable e Board of Directors to borrow moneys and for securing e sum or sums of moneys borrowed to e extent of Rs crores (Rupees Five Thousand crores only). Your Directors recommend e s as set out under Item Nos. 4 and 5 in is Notice for your approval by way of special. Directors, Key Managerial Personnel and eir relatives who are members of e Company, may be deemed to be concerned or interested in e Item No. 4 and 5 of e accompanying notice to e extent of eir respective shareholding in e Company to e same extent as at of every oer member of e Company. Your approval is sought by voting rough Postal Ballot or rough e-voting as e case may be, pursuant to e provision of Section 110 of e Companies Act, 2013 read wi Companies (Management and Administration) Rules, 2014 for passing e Resolution(s) under Item No. 4 and 5 as set in is Notice. Item No. 6 The operations of e Company came under strain due to various external factors pertaining to e economy and industry, including adverse market conditions and liquidity constraints. As a result, e ability of e Company to meet its repayment obligations / liabilities under e various facilities availed by it were adversely affected and erefore e Company made a reference to corporate debt restructuring ( CDR ) cell. The Special Resolution as provided in Item No. 6 to be passed by e members of Educomp Solutions Limited ( e Company ) by way of a Special Resolution by postal ballot, is an auorization by e members of e Company, in terms of e applicable provision of Securities and Exchange Board of India to e scheme of corporate debt restructuring as set out in letter of approval dated February 28, 2014 ( CDR LOA ), and amended vide Review letter dated March 19, 2014 ( CDR RLOA ), issued by e Corporate Debt Restructuring Cell (CDR Cell) to e lenders whose loans are being restructured under e CDR Package (CDR Lenders) and e Master Restructuring Agreement, including amendment ereof, between e Company and e CDR Lenders (e MRA ) Your Directors recommend e s as set out under Item No. 6 in is Notice for your approval by way of special. Directors, Key Managerial Personnel and eir relatives who are members of e Company, may be deemed to be concerned or interested in e Item No. 6 of e accompanying notice to e extent of eir respective shareholding in e Company to e same extent as at of every oer member of e Company. Your approval is sought by voting rough Postal Ballot or rough e-voting as e case may be, pursuant to e provision of Section 110 of e Companies Act, 2013 read wi Companies (Management and Administration) Rules, 2014 for passing e Resolution under Item No. 6 as set in is Notice. Item No. 7 & 8: Employee Stock Options plans serve to align e interests of e employees wi ose of e shareholders by creating a common sense of purpose towards enhancing e shareholder value and also serve to attract and retain talent at is absolutely essential for e survival and grow of e Company in today's global competitive environment. Furer, your Company's subsidiaries are of strategic importance in its grow plans. Stock options will support e objective of creating value for your Company in such subsidiaries. Currently, e Company has six Stock Options Scheme namely ESOP Scheme 2006/2007/2008/2010/2011/2012. Since Stock options under e current schemes have almost exhausted, Board of Directors of your Company on 26 May 2014, recommended for e approval of e Members e formulation of a new Employee Stock Option Scheme under e nomenclature, 'Educomp Employee Stock Option Scheme 2014' (hereinafter referred to as e ESOP Scheme-2014 ), in accordance wi e provisions of Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines,1999, as amended from time to time, (hereinafter referred to as Guidelines ), for e employees of e Company and its Directors, and also for e employees including Managing Director/ Whole-Time Director of subsidiary companies of e Company as may be determined by e Board of Directors (hereinafter referred to as e Board which terms shall be deemed to include any committee including Nomination and Remuneration Committee of e Board). The main features and oer details including e disclosures pursuant to e requirements of e Guidelines are as under: (i) Total number of Options to be granted The maximum number of options to be Granted and e resulting equity shares at may be issued pursuant to e exercise of option in e ESOP Scheme 2014 shall not exceed 50,00,000 (Fifty lacs) options/ shares (or such oer adjusted figure for any bonus, stock splits or consolidations or (11)