Kuberan Global Edu Solutions Ltd Directors Report

To,

The Members,

KUBERAN GLOBAL EDU SOLUTIONS UMITED

Unit No 1, Ground Roor Pranali CHS, Plot -177,

Sir Bhalchandra Road, Hindu Colony, Dadar (East)

Mumbai, Maharashtra, India, 400014.

Your directors take pleasure in presenting their 13^th Annual Report on the business and operations of the Company together with the Audited Financial Statement of Accounts for 31^st March 2026.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars	For the year ended 31st March, 2026	For the year ended 31st March, 2025
Revenue from Operations	0.00	53.54
Other income	0.00	0.09
Total Income	0.00	53.63
Less: Total Expenses	41.30	99.47
Profit before exceptional and extraordinary items and tax	(41.30)	(45.84)
Less: Extraordinary items	0.00	0.00
Profit Before Tax	(41.30)	(45.84)
Tax expenses	0.00	0.00
Profit/ (Loss)for the period	(41.30)	(45.84)

2. STATE OF COMPANYS AFFAIR & FUTURE OUTLOOK

During the financial year ended 31^st March 2026, the Company did not generate any revenue from operations or other income. The total income of the Company stood at Nil, as compared to Rs.53.63 lakhs in the previous financial year. The Company incurred total expenses of Rs.41.30 lakhs during the year under review, resulting in a loss before tax and loss for the period of Rs.41.30 lakhs, as against a loss of 745.84 lakhs in the previous financial year. The reduction in loss reflects a decrease in the overall expenditure of the Company during the year.

The Company is presently focused on strengthening its operational and financial position and evaluating opportunities for sustainable business growth. Going forward, the Company intends to explore new suitable business opportunities, improve operational efficiency, control costs and focus on generating sustainable revenues and profitability. The management remains committed to taking appropriate strategic measures to improve the overall performance and financial position of the Company in the coming years.

3. NATURE OF BUSINESS & MATERIAL CHANGES, IF ANY

The Company has traditionally been engaged in the business of providing education, training and skill development services across various disciplines, including finance, marketing, information technology, engineering, human resources and other allied fields.

During the year under review, the management undertook a strategic review of the Companys existing business activities and operations. As part of this exercise, the Company has paused the operations of its legacy business, including the publishing and sale of educational books, with a view to evaluating the most appropriate way forward for the business.

The management is presently evaluating various strategic alternatives in relation to the Companys existing business and assets, which may, inter alia, include restructuring, divestment or other suitable strategic arrangements in respect of the publishing and sale of educational books segment. At present, no definitive decision or transaction in this regard has been concluded, and any such course of action will be undertaken only after due evaluation and in accordance with applicable laws and regulatory requirements.

The management continues to assess opportunities that have the potential to enhance long-term shareholder value and intends to align the Companys resources and capabilities towards businesses and opportunities where there is sustainable growth potential and where the expertise and experience of the management can be effectively utilised.

Accordingly, the Company is in the process of evaluating its future business strategy and remains focused on identifying appropriate opportunities for deployment of its resources with the objective of creating sustainable value for its shareholders.

Material Events:

The previous Promoter and Promoter Group of the Company executed Share Purchase Agreement dated 30^th October, 2024 with M/s Hathor Corporate Advisors LLP (Acquirer) along with Person Acting in Concerts and as per open offer dated 30^th October, 2024 have completed transfer of their respective shares to M/s Hathor Corporate Advisors LLP (Acquirer) and M/s Hath or Corporate Advisors LLP designated themselves as Promoter of the Company a s per terms of Open Offer.

Post-Offer shareholding of the Acquirer and the PAC

Number of Equity Shares	15,09,657
% of fully diluted Equity Shares	71.67%

Moreover, consequent to change in management of the Company there is a revision in authorities to determine either jointly and / or severally the materiality of any event or information and to make appropriate disclosures / submission of the same to the Stock Exchange. The Company has accordingly designated Mrs. Rajshree Vijay Bhosle (DIN: 10754030), Whole-Time Director and Chief Financial Officer and Ms. Sushmita Jeetendra Shete (DIN: 10786857), Chairman and Non-Executive Director of the company forthe same

4. TRANSFER TO RESERVES

During the financial year ended 31^st March2026, the Company incurred a loss of 741.30 lakhs. Accordingly, no amount is proposed to be transferred to the General Reserve or any other reserve of the Company during the financial year under review. The loss for the year shall be dealt with in accordance with the applicable provisions of the Companies Act, 2013 and the applicable accounting standards.

5. DIVIDEND

In view of the loss incurred by the Company during the financial year under review, the Board has considered it prudent to conserve the available resources of the Company and utilize the same towards meeting its future financial and operational requirements. Accordingly, the Board has decided not to declare any dividend for the financial year ended 31^st March, 2026.

6. TRANSFERTO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unpaid / unclaimed amount which is required to be transferred, under the provisions of the Companies Act, 2013 to the Investor Education and Protection Fund (‘IEPF) of the Government of India.

7. SHARE CAPITAL

a. Authorized Share Capital:

During the year under review, the Authorised Share Capital of the Company was Rs. 500,00,000 (Five Crore only) divided into 50,00,000 equity shares of Rs. 10 each.

A brief of the same in tabular format is prescribed below:

Particulars	As on 31st March, 2026		As on 31st March, 2025
	Number of shares	Amount (in Rupees)	Number of shares	Amount (in Rupees)
Authorized Share Capital:	50,00,000	500,00,000	23,22,000	2,32,20,000
Equity shares of Rs. 10 each

There was a change in the Authorised Share Capital of company. The Company has Increased its Authorised Share Capital from Rs. 2,32,20,000/- Rs.Two Crores Thirty-Two Lakhs and Twenty Thousand Only) divided into 23,22,000 (Twenty-Three Lakhs Twenty-Two Thousand) Equity Shares of Rs. 10/- (Ten Only) each to Rs. 5,00,00,000/- (Five Crores Only) divided into 50,00,000 (Fifty Lakhs) Equity Shares ofRs. 10/- (Ten Only).

b. Issued, Subscribed and Paid-up Share Capital

Particulars	As on 31st March, 2026		As on 31st March, 2025
	Number of	Amount	Number of	Amount
	shares	(in Lakhs)	shares	(in Lakhs)
Issued, Subscribed and Paid-up Share Capital:	21,06,536	2,10,65,360	21,06,536	2,10,65,360
Equity shares of Rs. 10 each

There were no changes made to the Paid-up Share Capital of the Company for the year ended 31^st March 2026.

8. SUB-DIVISION/ SPILT OF EQUITY SHARES

No sub-division/ spilt tookplace in the Company, for the year under review.

9. BONUS ISSUE

No Bonus issue took place in the Company, for the year under review.

10. DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

The Holding Entity namely M/s. Hathor Corporate Advisors LLP (LLPIN: AAO-6141) holds 66.35% of the total Equity Capital of the Company as on 31^st March, 2026. Apart from this, the Company did not have any Subsidiary, Associate or Joint Venture Company.

11. USTING OF SHARES & DEMATERIALISATION

The Equity Shares of the Company are listed on the SME Startup platform of Bombay Stock Exchange of India Limited (‘BSE) with effect from May 05, 2021. The annual listing fees for FY 2025-26 has been paid to the Stock Exchange. Further, Complete Shareholding of the Company is in dematerializedform.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of Loans and Investment and Guarantees made by the Company to other Corporate or persons are given in notes to the Financial Statements which forms integral part of this Annual Report.

13. DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014. No amount was outstanding which was classified as Deposit under the applicable provisions of the Companies Act, 2013 as on the Balance Sheet date.

14. AUDITORS

a. Statutory Auditor

In accordance with Section 139 of the Act and the rules made there under, M/S PSV Jain & Associates, Chartered Accountants (FRN:131505W), were appointed as Statutory Auditor of the Company in the 12?¹ Annual General Meeting for First term of Five (5) consecutive years starting from Financial Year 2025-26 till conclusion of Annual General Meeting of the company to be held for Financial Year 2029-30.

The Auditors have confirmed their availability within the meaning of provisions of Section 139 of the companies Act, 2013.

The Independent Auditors Report for the Financial Year ended 31^st March, 2026, on the Standalone Financial Statements of the Company forms part of this Annual Report.

There are no qualifications or reservation or adverse remarks or disclaimers in the said report. The Auditors Report are self-explanatory and do not call for any further comments.

b. Secretarial Auditor

The Company has appointed M/s Shravan Gupta & Associates (Membership No: 27484; COP No: 9990) as the Secretarial Auditor of the Company for Five (5) consecutive years starting from Financial Year 2025-26 till conclusion of Annual General Meeting to be held for Financial Year 2029-30.

The Secretarial Audit Report for the F.Y. 2025-26 as required under the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, is set out in Annexure I to this Report.

The Secretarial Audit Report for FY 2025-26 does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.

c. Internal Auditor

The Company has appointed Mr. Fa rook Yunus Baduasits Internal Auditor for Financial Year 2025-26. The Internal Auditor submitted their Report to the Company. There are no adverse remarks by Internal Auditor in their report for the Financial Year ended 31st March 2026.

d. Cost Audit and Cost Records:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

e. Reporting fraud by Auditors:

During the year under review, the Auditors of the Company have not reported to the Audit Committee, under Section 143(12) of the Companies Act, 2103 ("the Act"), any instances of fraud committed against the Company by its officers or employees, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

f. Code for prevention of Insider Trading;

As per Securities and Exchange Board of India (Prohibition of InsiderTrading Regulations), 2015, Company has adopted an a mended Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information and has been made available on the Companys website.

15. INTERNAL CONTROL SYSTEMS

The Company maintains adequate internal control systems, which provide, amongst other things, adequate support to all its operations and effectively handle the demands of the Companys financial management systems. The Company has in place effective systems safeguarding the assets and interest of the Company and ensuring compliance with laws, rules and regulations. The Companys internal control systems are supplemented by an extensive program of internal audit conducted by an external auditor to ensure adequate system of internal control.

16. DIRECTORS, KEY MANAGERIAL PERSONNELS SENIOR MANAGEMENT:

Directors:

As on 31^stMarch, 2026, the Board comprised of Six (6) Directors as below:

Sr No Name of Person	Designation	DIN
1 Sushmita Jeetendra Shete	Non-Executive Director	10786857
2 Rajshree Vijay Bhosale	Whole-time Director & CFO	10754030
3 Siddhant Laxmikant Kabra	Non-Executive Director	07470463
4 Mandar Kamlakar Patil	Independent Director	05284076
5 Suraj Mahadev Gaikwad	Independent Director	11159369
6 Sachin Govind Warule	Independent Director	11159335

Changes During the Year

During theyear under review, there was a change in the Composition of the Board of the Company, asunder:

On 24^,h June 2025, the Previous Board of Directors resigned from their respective positions, same day with immediate effect following Board of Directors were appointed on the Board.

Sr No Name of Person	Designation	DIN	Type of Change
1 Sushmita Jeetendra Shete	Non-Executive Director	10786857	Appointment
2 Rajshree Vijay Bhosale	Whole-time Directors CFO	10754030	Appointment
3 Siddhant Laxmikant Kabra	Non-Executive Director	07470463	Appointment
4 Mandar Kamlakar Patil	Independent Director	05284076	Appointment
5 Suraj Mahadev Gaikwad	Independent Director	11159369	Appointment
6 Sachin Govind Warnle	Independent Director	11159335	Appointment
7 Chandramouleeswaran Krishnan	Managing Director	06567258	Resignation
8 Palanivelammal	Whole-time Director	06567256	Resignation
9 Chandra Sekaran Krishnan	Director	06567254	Resignation
10 Sathyaseelan Thavasi appan	Independent Director	08254234	Resignation
11 Manikannan Sekar	Independent Director	08218802	Resignation
12 Meganathan Ethiraj	Independent Director	08218803	Resignation

Director Liable to Retire by Rotation:

As per the provisions of Act, not less than two-thirds of the total number of directors (excluding independent directors) are liable to retire by rotation, and one-third of such rotational directors retire at every Annual General Meeting and, being eligible, offer themselves for re-appointment. Amongst the said 3 directors. Ms. Sushmita Jeetendra Shete has offered herself for re-appointment and is liable to retire by rotation and being eligible for the same.

Your Directors recommend her re-appointment in accordance with the provisions of the Act and the said Director is not disqualified from being reappointed as a Director of a Company as per the disclosure received from her pursuant to Section 164(2) of the Act.

Brief details of Ms. Sushmita Jeetendra Shete, Chairperson & Director, who is seeking re-appointment, are given in the notice of AGM.

Key Managerial Personnel:

As on 31^st March, 2026, the Company has two KMPs as mentioned below:

Sr. No Name	KMP/SMP	Designation
1 Mrs. Rajshree Vijay Bhosale	KMP	Chief Financial Officer
2 Mr. Rohit Gamnaram Choudhary	KMP	Company Secretary

Changes During the Year and Thereafter

During the year under review, there was a change in the Key Managerial Personnel of the Company. The following changes occurred during the Financial Year.

a. Mr. Ankur Gala, Company Secretary and Compliance Officer of the Company resigned from Company w.e.f 31^st May 2025.

b. Mr. Vishnu Vishwanathan, Chief Financial Officer of the Company, resigned from Company w.e.f 23^rd June 2025.

c. Mrs. Rajshree Vijay Bhosalewas appointed as Chief Financial Officer of the Company w.e.f 24^th June 2025.

d. Mr. Rohit Gamnaram Choudhary was appointed as Company Secretary and Compliance Officer of the Company w.e.f 26^th August 2025.

Independent Directors Declaration:

The Independent Directors have submitted a declaration of Independence, stating that they meet the criteria of independence as stipulated under the Act, as amended, and SEBI Listing Regulations. The Independent Directors have also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of I ndependent Directors.

Pursuant to the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are registered with MCA Independent Directors Databank.

In the opinion of the Board, the Independent Directors of the Company possess the requisite qualifications, experience (including proficiency), expertise and integrity. The terms and conditions of appointment of Independent Directors are also available on the Companys website.

Performance Evaluation:

The Company has a policy for performance evaluation of the Board, Committees and other Individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-executive Directors and Executive Directors. In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole. The Chairperson of the respective Committees shared the report on evaluation with the respective Committee Members. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Committees. A consolidated report was shared with the Chairman of the Board for his review and giving feedback to each Director.

Independent Directors Meeting

A separate meeting of the Independent Directors without the presence of the Chairman, or other Non-Independent Director(s) or any other Management Personnel was held on Tuesday, 15^th April, 2025 and Monday, 02^nd March, 2026.

The Independent Directors reviewed the performance of Non-Independent Directors, Committees of the Board and the Board as a whole a long with the performance of the Chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Familiarization Program for Independent Director

All Independent Directors a re familiar with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the training and familiarization program are provided in the Corporate Governance Report and is also available website of the Company at https://www.kuberan.co.in/investor.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 06 limes during the financial year ended 31^st March 2026, which are as follows 30^th May 2025, 24^dl June 2025, 28^,t July 2025, 26? August 2025, 07" November 2025, 02"^d March 2026. The Company has complied with the applicable Secretarial Standards in respect of the Board meeting.

The Attendance of the Board Member in the respective meetings are as follows:

Name of Director	Board Meetings during the year
	Entitled to attend	Attended
Mr. Chandramouleeswaran Krishnan	2	2
Mrs. Palanivelammal	2	2
Mr. Chandra Sekaran Krishnan	2	2
Mr. SathyaseelanThavasiappan	2	2
Mr. Manikannan Sekar	2	2
Mr. Meganathan Ethiraj	2	2
Ms. Sushmita Jeetendra Shete	4	4
Mrs. Rajshree Vijay Bhosale	4	4
Mr. Siddhant Laxmikant Kabra	4	4
Mr. Mandar Kamlakar Patil	4	4
Mr. Sachin Govind Warule	4	4
Mr. Suraj Mahadev Gaikwad	4	4

18. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Act, states that-

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the Profit and Loss of the Company forthat period;

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other inegularities.

d. The directors have prepared the annual accounts on a going concern basis; and

e. The directors have laid down interna l financial controls to be followed by the company and that such internal financial controls are adequate and operate effectively.

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. COMMITTEES OF THE BOARD

The Company has several committees, which have been established as part of best Corporate Governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes.

At Present, the Board has constituted three committees namely Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee. The details of Present Board Committees are as under:

NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013. The Companys Policy on appointment and remuneration of Directors and Key Managerial Personnel has been disclosed on the Company website www.kuberan.co.in.

Terms of Reference/Policy;

On recommendation of the Nomination and Remuneration Committee the Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration.

The Committee consists of the following Members as on 31^stMarch, 2026:

Name of Committee Members	Status of the Committee	Nature of Directorship
Mr. Mandar Kamlakar Patil	Chairperson	Independent Director
Mr. Sachin Govind Warule	Member	Independent Director
Mr. Suraj Mahadev Gaikwad	Member	Independent Director

The Nomination and Remuneration Committee met 03 times during the Financial Year ended 31^st March, 2026, which are as follows 24"June, 2025, 26"August, 2025, 02^nd March, 2026:

The Attendance of the Committee Members in the respective meetings are as follows:

Name of Member	Meetings during the year
	Entitled to attend	Attended
Mr. Manikannan Sekar	1	1
Mr. SathyaseelanThavasiappan	1	1
Mr. Meganathan Ethiraj	1	1
Mr. Mandar Kamlakar Patil	2	2
Mr. Sachin Govind Warule	2	2
Mr. Suraj Mahadev Gaikwad	2	2

AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013.

Terms of Reference/ Policy:

Apart from all the matters provided under Section 177 of the Companies Act, 2013, the Audit Committee reviews report of the internal auditor, financial performance and meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company. During the year under review, the Board has accepted all the recommendation made by the committee.

The Committee consists of the following Members as on 31^st March 2026:

Name of Committee Members	Status in the Committee	Nature of Directorship
Mr. Mandar Kamlakar Patil	Chairperson	Independent Director
Mr. Sachin Govind Warule	Member	Independent Director
Ms. Sushmita Jitendra Shete	Member	Non-Executive, Non-Independent Director

The Audit Committee met 05 times during the Financial Year ended 31^st March 2026, which are as follows 30^th May 2025, 24th June 2025, 28^th July 2025, 07^th November 2025, 02nd March 2026:

The Attendance of the Committee Members in the respective meetings are as follows:

Name of Member	Meetings during the year
	Entitled to attend	Attended
Mr. Manikannan Sekar	2	2
Mr. Chandramouleeswaran Krishnan	2	2
Mr. Meganathan Ethiraj	2	2
Mr. Mandar Kamlakar Patil	3	3
Mr. Sachin Govind Warule	3	3
Ms. Sushmita Jitendra Shete	3	3

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is in existence in accordance with the provisions of Section 178 of the Companies Act, 2013.

Terms of Reference/Policy:

Apart from all the matters provided under section 178 of the Companies Act, 2013. The Stakeholders Relationship Committee reviews the complaints received from the stakeholders of the company as and when required and discusses their findings, suggestions, observations and other related matters.

The Committee consists of the following Members as on 31^st March, 2026:

Name of Committee Members	Status in the Committee	Nature of Directorship
Mr. Mandar Kamlakar Patil	Chairperson	Independent Director
Mr. Sachin Govind Warule	Member	Independent Director
Mr. Suraj Mahadev Gaikwad	Member	Independent Director

The Stakeholders Relationship Committee met 01 time during the Financial Year ended 31^st March, 2026, on 02^nd March, 2026:

The Attendance of the Committee Members in the respective meetings are as follows:

Name of Member	Meetings during the year
	Entitled to attend	Attended
Mr. Mandar Kamlakar Patil	1	1
Mr. Sachin Govind Warule	1	1
Mr. Suraj Mahadev Gaikwad	1	1

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 crores or more or turnover ofRs.1000 crores or more net profit of Rs.5crores during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years. Accordingly, the provision of CSR activities under Companies Act 2013 do not apply to the company.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions/contracts/arrangements entered by the Company during the year under review with related party (/ies) are in the ordinary course of business and on an arms length basis. As the transactions entered do not fall under Section 188(1) of the Companies Act, 2013 and there are no material Related Party transactions, which may conflict the interest of the Company, hence Form AOC-2isnot required to be furnished. The Company has formulated a policy on dealing with Related Party Trans actions which can be accessed on the Companys website www.kuberan.co.in.

22. CORPORATE GOVERNANCE REPORT

Since your Company is an SME Listed Entity and is being exempted from the provisions of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, it is not required to prepare the Corporate Governance Report and furnish a certificate on compliance of Corporate Governance norms.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the Listing Regulations, Managements Discussion and Analysis Report for the year under review, is presented in a separate section, forming an integral part of this Annual Report.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 (9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of SEBI (LODR) Regulations 2015 the Company a (ready has in place "Vigil Mechanism Policy" (Whistle Blower Policy) for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any financial statements and reports, etc. The employees of the Company have the right/option to report their concern/grievance to the Chairperson of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

25. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Current policy is to have an appropriate proportion of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on 31^st March, 2026, the Board consists of six members, including, two non-executive one whole-time directors and three independent directors.

On the recommendation of the Nomination & Remuneration Committee (NRC), the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Companies Act and Listing Regulations. The remuneration determined for Executive Directors, KMPs and Senior Management Personnel is subject to the recommendation of the NRC and approval of the Board of Directors. The Non-Executive Directors are compensated byway of sitting fees and the criteria being their attendance and contribution at the Board / Committee Meetings. The Executive Directors are not paid sitting fees: however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings. Thus, the remuneration paid to Directors, KMPs, Senior Management Personnel and all other employees are in accordance with the Remuneration risk of the Company.

The information with respect to the Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters, provided under section 178 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on Companys website on www.kuberan.co.in.

26. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules (hereinafterreferred to as ‘statement) can be obtained by writing an email to the company. Since, the Report and the accounts are being sent to the members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement Is open for Inspection at the Registered Office of the Company. Any shareholder interested In obtaining a copy of the same may write to info@ikuberan.co.in.

Further, as per Secretarial Standards-4("SS-4") the details of median remuneration need to be provided: As Company ha snot paid remuneration to Directors, details as required under SS-4 are not applicable.

27. EXTRACTS OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 ("the Act") the Annual Return referred to in Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, and the Annual Return for the Financial Year ended 31^st March, 2026 is available on the Companys website at www.kuberan.co.in.

28. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF TH E COMPANY WHICH HAVE OCCURRED BETWEEN THE END OFTHE FINANCIAL YEAR OF THE COMPANYTO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and date of this Report.

29. BUSINESS RESPONSIBIUTY AND SUSTAINABILITY REPORT

The Company was not in the Top 1,000 companies as per Market Capitalisation as on 31^st March 2026, at the Stock Exchange, where it is listed namely - BSE Limited. Accordingly, the Company is not required to submit a Business Responsibility and Sustainability Report (which replaces the earlier requirement of a Business Responsibility report) in view of Regulation 34 read with Regulation 3(2) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Given the nature of activities of your Company, it has not spent any substantial amount on conservation of energy and technology absorption respectively under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Further, more details have been given in Annexure II attached to this report.

31. DISCLOSURE UNDERTHE SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. Provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 does not apply to your company as number of employees in the company are below 10 (ten). During the year under review the board has not received any complaints.

During the Financial Year	2025-26
Number of complaints received	0
Number of complaints disposed of	Not Applicable
Number of cases pending for more than 90 days	Not Applicable

32. COMPUANCE WITH MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act. The Company remains committed to supporting working mothers and promoting a gender-inclusive workplace.

33. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the year under review, the Company has not received any Orders from the Regulators or Courts or Tribunal which can impact the ‘going concern status of the Company.

34. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 (2) of the Listing Regulations, a cash flow statement is part of the Annual Report 2025-26.

35. POLICIES

All the policies are available on the website of the Company i.e. www.kuberan.co.in.

36. PREVENTION OF INSIDER TRADING

The Company has also adopted Insider Trading Regulations. All the Directors, Senior Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this Rules/code. During the year underreport, there has been due compliance with the said code of conduct for prevention of insider trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015.

37. RISK MANAGEMENT:

The Board of Directors of the Company has not designed any Risk Management Policy. However, the Company has in place mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis.

38. GREEN INITIATIVE

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 13th Annual General Meeting of the Company including the Annual Report for FY 2025-26 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

39. OTHER DISCLOSURES

a. Disclosure Under Section 4-3(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b. Disclosure Under Section 54(l)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(l)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014isfurnished.

c. Disclosure Under Section 62(l)(b) of the Companies Act, 2013:

The Company has not issued equity shares under Employees Stock Option Scheme during the year under review.

d. Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

e. Disclosures under section 134(3)(l) of the Companies act, 2013

As disclosed in this report, material changes and commitments which could affect the Companys financial position, have occurred between the end of the financial year of the Company and the date of this report.

f. Disclosure regarding application made or any proceeding pending under the insolvency and bankruptcy code, 2016, during the year along with their status as at the end of the financial year:

During the period under review there are no such applications made or no such proceeding pending under the Insolvency and Bankruptcy Code. 2016.

g. Disclosure regarding one-time settlement and details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loans from the banks or financial institutions along with the reasons thereof:

During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution. Further There was no revision of financial statements and Boards Report of the Company during the year under review.

h. Reconciliation of Share Capital Audit:

As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit has been carried out at the specified period, by a Practicing Company Secretary.

40. CAUTIONARY STATEMENT:

This report contains forward - looking statements based on the perceptions of the Company and the data and information available with the company. The company does not and cannot guarantee the accuracy of various assumptions underlying such statements and they reflect Companys current views of the future events and are subject to risks and uncertainties. Many factors like change ingeneral economic conditions, amongst others, could cause actual results to be materially different.

41. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards on Meeting of the Board (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India.

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the institute of Company Secretaries of India and that such systems were adequate and operating effectively.

42. ACKNOWLEDGEMENTS

Your directors take this opportunity to thank and acknowledge with gratitude, the contributions made by the employees through their hard work, dedication, competence, commitment and co-operation towards the success of your Company and have been core to our existence that helped us to face all challenges.

Your directors are also thankful for the consistent co-operation and assistance received from its shareholders, investors, business associates, customers, vendors, bankers, regulatory and government authorities and showing their confidence in the Company.

For and on behalf of the Board of Directors	Sd/-
Kuberan Global Edu Solutions Limited	Rajshree Vijay Bhosale
Sd/-	Director & CFO
Sushmita Jeetendra Shete	DIN: 10754030
Director & Chairperson
DIN: 10786857
Place: Mumbai
Date: 03r0 September, 2026