Kuberan Global Edu Solutions Ltd Directors Report

To,

The Members,

KUBERAN GLOBAL EDU SOLUTIONS LIMITED

401, GES Complex, 1st Floor, 7th Street,

Gandhipuram, Coimbatore, Tamil Nadu -641012.

Your directors take pleasure in presenting their 12^th Annual Report on the business and operations of the Company together with the Audited Financial Statement of Accounts for March 31, 2025.

1. FINANCIAL HIGHLIGHTS

(Rs in Lakhs)

Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
Revenue from Operations	53.54	96.22
Other income	0.09	0.07
Total Income	53.63	96.29
Less: Total Expenses	99.47	98.27
Profit before exceptional and extraordinary items and tax	(45.84)	(1.98)
Less: Extraordinary items	0.00	0.00
Profit Before Tax	(45.84)	(1.98)
Tax expenses	0.00	0.00
Profit/ (Loss) for the period	(45.84)	(1.98)

2. STATE OF COMPANYS AFFAIR & FUTURE OUTLOOK

For the financial year ending March 31, 2025, the Company reported a total income of ^53.63 lakhs as compared to ^96.29 lakhs in the previous year. The decline was primarily due to a drop in revenue from operations, which stood at ^53.54 lakhs in FY 2024-25 as against ^96.22 lakhs in FY 2023-24. Other income remained stable at ^0.09 lakhs.

Total expenses for the year were ^99.47 lakhs, marginally higher than ^98.27 lakhs incurred in the previous financial year. This increase in cost, combined with reduced operational income, resulted in a loss before tax of ^45.84 lakhs, compared to a loss of ^1.98 lakhs in the preceding year.

3. NATURE OF BUSINESS & MATERIAL CHANGES, IF ANY

The COVID-19 pandemic has had a lasting and structural impact on the publishing industry, particularly in the education sector. During the pandemic, the widespread adoption of e-learning and digital education tools significantly reduced the demand for physical educational books. This shift in consumer behavior, coupled with disruptions in production and distribution, has adversely affected the Companys business segment relating to the Publishing and Sale of Educational Books. Despite efforts to revive the segment, the business has not returned to pre-pandemic levels and continues to face sustained decline. After careful evaluation of the current market environment and future outlook, the management believes that a full recovery to historical levels is unlikely. Accordingly, the Company has decided to discontinue this division and has initiated steps to wind down its operations in a phased manner. This strategic decision aligns with the Companys focus on consolidating resources and strengthening its core business areas.

Simultaneously, the Company is actively exploring and evaluating new avenues for expansion to ensure long-term sustainability and growth. Management is currently assessing a range of strategic opportunities in adjacent and emerging sectors such as digital content development, edtech partnerships, online learning platforms, and subscription-based educational services. The Company is also engaging in discussions with potential collaborators, including technology firms, educational institutions, and content creators, to explore joint ventures and strategic alliances that could accelerate its transition into the digital education space. Feasibility studies are also underway to examine diversification into complementary industries such as corporate training, skill development programs, and educational assessments all of which align well with the Companys legacy, know-how, and content development expertise. Alongside this, the Company is investing in internal capability building, including upskilling of staff, adoption of digital tools, and development of in-house digital assets, to better position itself for new market demands. By proactively seeking these new growth pathways, the Company aims to transform this transitional period into an opportunity to redefine its business model and strengthen its competitive position in the evolving education and content ecosystem.

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 Hathor Corporate Advisors LLP designated themselves as Promoter of the Company as 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%

4. TRANSFER TO RESERVES

The Board of Directors has not appropriated and transferred any amount to any reserve and the Board has decided to retain the entire amount in the profit and loss account.

5. DIVIDEND

In view of the fact that, the Company is considering business expansion in the near future, the Company shall retain earnings to fund further growth. The Company is also desirous to exploit the opportunities to undertake suitable projects. Therefore, the Board has decided not to declare any dividend for the financial year under review.

6. TRANSFER TO 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. 2,32,20,000 (Two Crore Thirty-Two Lakh Twenty Thousand only) divided into 23,22,00 equity shares of Rs. 10 each.

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

	As on 31st March, 2025		As on 31st March, 2024
Particulars	Number of shares	Amount (in Lakhs)	Number of shares	Amount (in Lakhs)
Authorized Share Capital: Equity shares of Rs. 10 each	23,22,000	2,32,20,000	23,22,000	2,32,20,000

There were no changes made to the Authorised Share Capital of the Company for the year ended 31^st March 2025.

b. Issued, Subscribed and Paid-up Share Capital

	As on 31st March, 2025		As on 31st March, 2024
Particulars	Number of shares	Amount (in Lakhs)	Number of shares	Amount (in Lakhs)
Issued, Subscribed and Paid-up Share Capital: Equity shares of Rs. 10 each	21,06,536	2,10,65,360	21,06,536	2,10,65,360

There were no changes made to the Paid-up Share Capital of the Company for the year ended 31^st March 2025.

8. SUB-DIVISION/ SPILT OF EQUITY SHARES

No sub-division/ spilt took place 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

During the year under review, the Company does not have any Holding/Subsidiary/Joint Venture/ Associate Companies.

11. LISTING OF SHARES & DEMATERIALISATION

The Equity Shares of the Company are listed on the SME Emerge platform of Bombay Stock Exchange of India Limited (‘BSE)

with effect from May 05, 2021. The annual listing fees for FY 2024-25 has been paid to the Stock Exchange. Further, Complete Shareholding of the Company is in dematerialized form.

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 Firm (FRN:131505W), Chartered Accountants were appointed as Statutory Auditor of the Company in the 12^st Annual General Meeting for First term of Five (5) consecutive years starting from Financial Year 2025-26 till conclusion of 16th Annual General Meeting to be held for Financial Year 2029-30. Subject to Approval of Shareholders of the Company

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

Auditors Report

M/s. Hashim & Associates, Chartered Accountants firm are Statutory Auditors of the Company has audited Books of Accounts of the Company for the Financial Year ended March 31, 2025, and has issued the Auditors Report thereon. The Independent Auditors Report for the financial year ended March 31, 2025, on the Financial Statements of the Company forms part of this Annual Report. There are no qualifications or reservations 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 Sumathi Rajendran (Membership No: 11508, COP No: 15115) as the Secretarial Auditor of the Company for the Financial Year 2024-25 at such terms and conditions as decided by the Board of Directors of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed and marked as Annexure I to this Report. There are no qualifications or reservations or adverse remarks or disclaimers in the said report.

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 16th Annual General Meeting to be held for Financial Year 2029-30. Subject to Approval of Shareholders of the Company.

c. Internal Auditor

The Company has appointed Mr. Farook Yunus Badu as its Internal Auditor for Financial Year 2025-26. The Internal Auditor submitted their Report to the Company.

d. Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not mandatorily applicable to our Company; hence, no such audit has been carried out during the year.

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 Insider Trading Regulations), 2015, Company has adopted an amended 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 FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including

adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accosting records.

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition.

The Company follows all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

16. DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:

DIRECTORS:

As on March 31, 2025, the Board comprised of Six (6) Directors as below:

Sr No Name of Person	Designation	DIN
1 Mr. Chandramouleeswaran Krishnan	Managing Director	06567258
2 Mrs. Palanivelammal	Whole Time Director	06567256
3 Mr. Chandra Sekaran Krishnan	Director	06567254
4 Mr. Sathyaseelan Thavasiappan	Independent Director	08254234
5 Mr. Manikannan Sekar	Independent Director	08218802
6 Mr. Meganathan Ethiraj	Independent Director	08218803

CHANGES DURING THE YEAR AND THEREAFTER

During the year under review, there was a change in the Composition of the Board of the Company.

On June 24, 2025, the Previous Board of Directors resign from their respective positions, same day with immediate effect following Board of Directors appointed on the Board. Board comprised of Six (6) Directors as below on date of report:

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

DIRECTOR LIABLE TO RETIRE BY ROTATION:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, as all directors are appointed in current year and their appointment is subject to approval of shareholders, the provisions of retire by rotation will not be applicable.

KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, the Company has two KMPs as mentioned below:

Sr. No Name	KMP/SMP	Designation
1 Vishnu Vishwanathan	KMP	Chief Financial Officer
2 Ankur Gala	KMP	Company Secretary

CHANGES DURING THE YEAR AND THEREAFTER

During the year under review, there was no change in the Key Managerial Personnel of the Company. The following changes occurred after the closure of 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. On 24^th June 2025, Mrs. Rajshree Vijay Bhosale was appointed as Chief Financial Officer of the Company.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act read along with Rules framed thereunder and Regulations of the Listing Regulations and are not disqualified from continuing as an

Independent Director of the Company. The Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Further, in compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA).

Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the management.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company familiarizes the Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programs at periodic intervals.

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the working of the Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the Company operates business model etc. Details of the Familiarization Programme are available on the Companys website at

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity & gender, which will help us retain our competitive edge. Your Board comprises experts in the fields of Finance, Corporate Governance, Enterprise Management and Leadership skills.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 07 times during the financial year ended March 31, 2025. Which are as follows:

April 15, 2024, May 23, 2024, May 29, 2024, July 07, 2024, November 13, 2024, November 28, 2024, March 04, 2025.

The Company has complied with the applicable Secretarial Standards in respect of the Board meeting.

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

Name of Director	Board Meetings during the year
	Entitled to attend	Attended
Mr. Chandramouleeswaran Krishnan	7	7
Mrs. Palanivelammal	7	7
Mr. Chandra Sekaran Krishnan	7	7
Mr. Sathyaseelan Thavasiappan	7	7
Mr. Manikannan Sekar	7	7
Mr. Meganathan Ethiraj	7	7

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 for that 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 irregularities.

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

e. The directors have laid down internal 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.

Company has Three Committees Namely Nomination & Remuneration Committee, Audit Committee and Stakeholders Relationship Committee. The details of the composition of the Board and its Committees is placed on the Companys website at

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.

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

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 March 31, 2025:

Name of Committee Members	Status of the Committee	Nature of Directorship
Mr. Manikannan Sekar	Chairperson	Independent Director
Mr. Meganathan Ethiraj	Member	Independent Director
Mr. Sathyaseelan Thavasiappan	Member	Independent Director

The Nomination and Remuneration Committee was re-constituted by a resolution of our Board dated June 24, 2025. The current constitution of the Nomination and Remuneration Committee is as follows:

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
Ms. Sushmita Jeetendra Shete	Member	Non-Executive Non-Independent Director

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

The Committee consists of the following Members as on March 31, 2025:

Name of Committee Members	Status in the Committee	Nature of Directorship
Mr. Manikannan Sekar	Chairperson	Independent Director
Mr. Meganathan Ethiraj	Member	Independent Director
Mr. Chandramouleeswaran Krishnan	Member	Managing Director

The Audit Committee was re-constituted by a resolution of our Board dated June 24, 2025. The current constitution of the Audit Committee is as follows:

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

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 March 31, 2025:

Name of Committee Members	Status in the Committee	Nature of Directorship
Mr. Manikannan Sekar	Chairperson	Independent Director
Mr. Meganathan Ethiraj	Member	Independent Director
Mr.Chandramouleeswaran Krishnan	Member	Managing Director

The Stakeholders Relationship Committee was re-constituted by a resolution of our Board dated June 24, 2025. The current constitution of the Stakeholders Relationship Committee is as follows:

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

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 ^500 crores or more or turnover of ^1000 crores or more net profit of ^5 crores 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-2 is not required to be furnished. The Company has formulated a policy on dealing with Related Party Transactions which can be accessed on the Companys website

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 already 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 March 31, 2025, the Board consists of six members, including one managing director, two whole-time directors and three independent directors and as on report date, the Company has one whole-time director, two non-executive 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 NonExecutive Directors are compensated by way 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

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 (hereinafter referred to as ‘statement) forms part of this Report. However, 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

Further, as per Secretarial Standards- 4 the details of median remuneration need to be provided: As Company Doesnt have any employee as on 31^st March, 2025 and no remuneration paid to Director, 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 Report 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 March 31, 2025 is available on the Companys website at

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

There have been 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. Which have already been mentioned in the Board Report.

29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company believes that it can only be successful in the long term by creating value both for its shareholders and for society. Your Company is mindful of the needs of the communities and works to make a positive difference and create maximum value for the society. SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from FY 2022-2023 in respect of reporting on ESG (Environment, Social and Governance) parameters.

Since the Company does not fall under these criteria the Business Responsibility & Sustainability Report for FY 2024-25 is not applicable to the Company.

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 UNDER THE SEXUAL HARASSMENT OF 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 receipt any complaints.

During the Financial Year 2024-25
Number of complaints received	0
Number of complaints disposed of	Not Applicable
Number of cases pending for more than 90 days	Not Applicable

32. COMPLIANCE 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 2024-25.

35. POLICIES

All the policies are available on the website of the Company i.e.

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 under report, 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. GREEN INITIATIVE

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 12th Annual General Meeting of the Company including the Annual Report for FY 2024-25 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

38. OTHER DISCLOSURES

a. Disclosure Under Section 43(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(1)(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(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c. Disclosure Under Section 62(1)(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.

39. 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 in general economic conditions, amongst others, could cause actual results to be materially different.

40. 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.

41. 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 Kuberan Global Edu Solutions Limited

Sd/-	Sd/-
Sushmita Jeetendra Shete	Rajshree Vijay Bhosale
Director & Chairperson	Director & CFO
DIN:10786857	DIN: 10754030