Virtual Global Education Ltd Directors Report

The Financial Statement, in accordance with the Companies Act, 2013 (“the Act”), Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) and applicable Accounting Standards forms part of this Report.

2. STATE OF COMPANYS AFFAIRS AND OPERATIONS

Standalone Financials

The total revenue of your Company for the financial year 2023-24 is Rs. 67.06 (In Lakhs) as compare to Rs. 133.45 (In Lakhs) for the previous financial year 2022-23. The Net Profit before tax stood at Rs. (181.62) (In Lakhs) as against Rs. 82.32 (In Lakhs) in the previous year. The profit after Tax is Rs. (182.56) (In Lakhs) as against Profit after Tax Rs. 60.92 (In Lakhs) in the previous year.

Consolidated Financials

The total revenue of your Company for the financial year 2023-24 is Rs. 67.06 (In Lakhs) as compare to Rs. 133.45 (In Lakhs) for the previous financial year 2022-23. The Net Profit before tax stood at Rs. (181.62) (In Lakhs) as against Rs. 82.32 (In Lakhs) in the previous year. The profit after Tax, minority interest and share of profit/(loss) of associates is Rs. (182.84) (In Lakhs) as against Profit after Tax Rs. 60.88 (In Lakhs) in the previous year.

3.DIVIDEND AND TRANSFER TO RESERVES

During the year under review, the Company has not earned profit and hence your Director proposes to plough back the profits in the business of the Company. Accordingly, the Board of Directors has not recommended any dividend for the financial year 2023-24 and there has been no transfer to General Reserve.

4. CAPITAL STRUCTURE

Authorised Share Capital

The Authorised Share Capital of the Company as at March 31, 2024 was Rs. 57,00,00,000

Paid up Share Capital

The Paid-up share capital as at March 31, 2024 stands at Rs. 42,36,63,698 comprising of 42,36,63,698 equity shares of Rs.1/- each fully paid up.

During the year, the Company has issued and allotted 14,25,00,000 warrants, each convertible into one equity share of Rs 1/- each, on Preferential allotment basis at an issue price of Rs 1/- per warrant (Including Premium), to the certain identified non-promoter persons/entity and other public category upon receipt of 25% of the issue price (i.e. Rs. 0.25 per warrant) as warrant subscription money. Balance 75% of the issue price (i.e. Rs 0.75 per warrant) shall be payable within 18 months from the date of allotment (Allotment date: 09.08.2024) at the time of exercising the option to apply for fully paid-up equity share of Re 1/- each of the Company, against each warrant held by the warrant holder. The respective allottees have not yet exercised their option for conversion of the warrants into equity shares and accordingly, balance 75% money towards such remaining warrants is yet to be received.

5.CHANGE IN NATURE OF BUSINESS

During the year, there was no change in the nature of business of the Company.

6.MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitment affecting the financial position of the Company occurring between March 31, 2024 and the date of Board Report.

7.PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment, Re-appointment and Resignation of Directors & KMP

Mr. Prasanna, Laxmidhar Mohapatra has resigned from the post of Whole time Director and CEO of the Company w.e.f. 10^th November, 2023.

Ms. Shikha, have designated as the Managing director w.e.f. 15^th January, 2024.

Mr. Ankit Sharma, Executive Director of the Company will retire at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

The Board of Directors of the Company at their meeting based on the recommendation of Nomination & Remuneration Committee had approved the appointment of Mr. Ankit Sharma as Chief Financial Officer w.e.f. 03^rd January, 2024 and as Executive Director w.e.f. 15^th January, 2024 of the Company.

The Board of Directors of the Company at their meeting based on the recommendation of Nomination & Remuneration Committee had approved the appointment of Mr. Sunil Kumar Gupta and Mr. Ponnaluri Venkata Sridhar as Additional Non Executive Independent Director w.e.f. 09^th August, 2024.

Brief profile of the Directors being appointed/ re-appointed and other details as stipulated under Secretarial Standard-2 and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Notice commencing the 31^st AGM.

8. DECLARATION BY THE INDEPENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria of Independence as provided in the Section 149 and Regulation 16(1) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Companys code of conduct.

9. ANNUAL RETURN

The copy of Annual Return of the Company as on March 31, 2024 in accordance with Section 92 (3) of the Act read with Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.virtualeducation.co.in .

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:

in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

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 as at March 31, 2024 and of the profit and loss of the Company for that period;

the Directors had 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;

the Directors had prepared the annual accounts on a going concern basis;

the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. COMPANYS POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND

DISCHARGE OF THEIR DUTIES

The Company has adopted a Nomination and Remuneration Policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178(3) of the Companies Act, 2013. The Policy is enclosed in Annexure-1 as a part of this report in compliance with Section 134(3) of the Companies Act, 2013.

12. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF

THE COMPANIES ACT, 2013

The details of the Loan given by the Company are mention in Note No. 14 & 16 of the Audited Financial Statements. The Company has not given any Guarantee to any person and made any investment during the year under review.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

All the transactions done with related parties for the year under review were on arms length basis and are in compliance with the applicable provisions of the Act and Listing Agreement.

There are no material signi cant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential con ict with the interest of the Company at large. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee of the Company for its approval.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company.

In compliance with Section 134(3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as a part of this report. Annexure-2

14. AUDITORS AND AUDIT REPORTS

(i) Statutory Auditors

The Board of Directors had appointed of M/S Asha & Associates,Chartered Accountants(Firm Registration No: 024773N)as Statutory Auditor of the Company of the company to hold office for a period of 5 years i.e. from the conclusion of 29^th Annual General Meeting till 34^th Annual General Meeting on such remuneration as may be fixed by the Board of Director in consultation with the Auditor.

(ii) Auditors Report

The Auditors Report for the financial year ended March 31, 2024 on the financial statements of the Company forms a part of this Annual Report. There are no qualifications on the Auditors Reports.(Refer Audit Report annexed herewith).

(iii) Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed M/s Apoorv & Associates., Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does contain one qualification, the views of management on that is mentioned in this Board Report. The Secretarial Audit Report is annexed as Annexure-3 to this report.

The Board has appointed M/s Apoorv & Associates, Practicing Company Secretary as Secretarial Auditors of the Company for the financial year 2023-24.

(iv) Internal Auditor

The Company has appointed M/s Chandni Singla & Associates, Chartered Accountants as internal auditors of the company pursuant to section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR

During the year, the Board met seven times. The details of the Board/ Committee Meetings and the attendance of Directors are provided in the Corporate Governance Report, attached as Annexure-4 to this Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standard-1 and Listing Regulations.

16.COMMENTS BY THE BOARD ON AUDIT QUALIFICATION

There were qualifications, reservations or adverse remarks made by the Statutory Auditors of the Company. Kindly refer Independent Auditors Report.

M/s Apoorv & Associates, Practicing Company Secretary has mentioned some Qualification in the Secretarial Audit Report regarding the Non Compliance of Section 149 of the Companies Act 2013. The Qualification is as follows;

1. Mr. Rahul Misra, Mr. Kanhaiya Tripathi and Ms. Anubha Chauchan, independent directors in the company have not applied to the institute for inclusion of their name in the data bank and have not passed self-assessment test as conducted by the Indian Institute of Corporate Affairs (IICA) during the year ended March 31, 2024. Hence they stand ineligible to be appointed as such in the office of independent directors in the Company. It is a violation of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149 of the Companies Act, 2013 and rules made there under. However, Dr. Kanhaiya Tripathi have been registered on the IICA portal.

3.Pursuant to Regulations33 of SEBI (LODR), Regulations 2015,The listed entity shall submit annual audited standalone financial results for the financial year, within sixty days from the end of the financial year along with the audit report. Provided that if the listed entity has subsidiaries, it shall, while submitting annual audited standalone financial results also submit annual audited consolidated financial results along with the audit report. However, the Company has a subsidiary but the listed entity has submitted only standalone results of Quarter 1 (April to June) for FY 2023-2024 to the exchange.

4.Mr. Sonu Ghosh Company Secretary and the compliance officer of the company has resigned from the post of the Company Secretary and compliance officer w.e.f. 05/01/2023 but the new Company Secretary Ms. Shivani Jindal appointed as Company Secretary and compliance officer w.e.f. 25/08/2023. It is a non-compliance of Regulations 6 of SEBI (LODR), Regulations 2015.However, company have paid SOP fines in this regard.

5.Pursuant to Regulations23(9) of SEBI (LODR), Regulations 2015,The listed entity shall submit within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis.

7.The Company have to submit Related Party Disclosure till 25/05/2023 but the company has submitted the disclosure on 09/06/2023 with the delay of 13 days for submission. However, company have paid SOP fines in this regard.

8.The Board of Directors of the Company is not constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors because of ineligible Independent Directors. The Changes in the composition of the Board of Directors that took place during the period were carried out in compliance with the provisions of the Act. However company has appointed two Independent directors, who have registered on IICA portal. So, now company have constituted proper balance of BOD.

17.RISK MANGEMENT POLICY

Your Directors have adopted a Risk Management Policy for the Company. The Audit Committee and the Board of Directors of the Company review the risks, if any involved in the Company from time to time and take appropriate measures to minimize the same. The Audit Committee ensures that the Policy for Risk Management is adopted across the Company in an inclusive manner.

18. ORDERS PASSED BY THE REGULATORS OF COURTS, IF ANY

No significant or material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Companys operations in future.

19. DETAILS IN RESPECT OF THE ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH

REFERENCE TO THE FINANCIAL STATEMENTS

The Companys internal control systems are supplemented by an extensive programme of internal audit by an independent professional agency and periodically reviewed by the Audit Committee and Board of Directors. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements, other data and for maintaining accountability of assets.

20. PERFORMANCE EVALUATION OF THE BOARD

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed.

Performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated

21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The criteria of Corporate Social Responsibility as prescribed under Section 135 of the Companies Act, 2013 is not applicable on the Company. Thus, there is no requirement to constitute a CSR committee, formulate the policy and spent amount on Corporate Social Responsibility.

22. VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/ Whistle Blower Policy and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co- employees and the Company. The Whistle Blower policy as approved by the Board has been uploaded on the website of the Company i.e. www.virtualeducation.co.in.

23.DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE

COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the annexure to the Directors Report and forms part of this report.

The Ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure -5.

24.FIXED DEPOSIT

During the year under review, the Company has not accepted any deposits covered within the meaning of Section 73 to 76 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014. Further there are no deposits unclaimed or pending in the Books of the Company.

25.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO

Since the Company do not involve in any manufacturing or processing activities, the particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)Rules, 2014 regarding conservation of energy and technology absorption are not applicable. Further there was no Foreign Exchange earnings and outgo during the Financial Year 2023-2024 and the same has been attached as Annexure 6.

26.SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has Incorporated Subsidiary Company in the name of M/s Shikshan School Private Limited.

The company does not have any Joint Ventures or any associate companies.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report, as stipulated under the Listing Regulations is presented in a separate Section forming part of this Annual Report.

28.SEXUAL HARRASMENT POLICY

The Company has less than 10 employees as on March 31, 2024 and the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable. However, the Company has a prevention of sexual harassment policy in place. The Directors further state that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29.BOARD COMMITTEES (COMPOSITION AND HIGHLIGHTS OF DUTIES AND

RESPONSIBILITIES

Audit Committee

The Audit Committee as on dated 31.03.2024 comprises of the following members;

The Power, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 and part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Section 177 of the Companies Act, 2013 and such other function as may be specifically delegated to the Committee by the Board from time to time.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee as on dated 31.03.2024 consists of the following members;

The Power, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Regulation 19 and part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Section 178 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of the following members

The Committee, inter-alia, reviews issue of duplicate certificates and oversees and review all matters connected with the Companys transfer of securities. It look into redressal of shareholders/ investors complaints related to transfer of shares, non receipt of balance sheet, non-receipt of declared dividend etc. And such other functions as may be specifically delegated to the Committee by the Board from time to time.

30. INVESTOR SERVICES

In its endeavour to improve investor services, your Company has taken the following initiatives:

An Investors and information Section on the website of the Company www.virtualeducation.co.in has been created.

There is a dedicated e-mail id cs@virtualeducation.co.in for sending communications to the Authorized Person or the Company Secretary.

31. CORPORATE GOVERNANCE

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. Our focus on corporate governance, where investor and public con dence in companies is no longer based strictly on nancial performance or products and services but on a Companys structure, its Board of Directors, its policies and guidelines, its culture and the behaviour of not only its officers and Directors, but also all of its employees.

Our approach is proactive, starting with our Leadership Team. It is also deeply ingrained in our corporate culture, guiding how we work and how we do business.

We continually discuss bylaws and governance practices, changing our policies when necessary and pointing out areas where we need to improve our performance. We also compare our practices to the criteria used by outside organizations to evaluate corporate performance.

A separate section on Corporate Governance standards followed by the Company, as stipulated under regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as an Annexure 7 to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

A requisite certi cate from Mr. Apoorv Srivastava, Practicing Company Secretary, con rming compliance with the conditions of Corporate Governance as stipulated under the aforesaid schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached as “Annexure A” to the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management for the year ended March 31, 2024. A certificate from the Whole-time Director confirming the same is enclosed as “Annexure B” to the Corporate Governance Report

32.SECRETARIAL STANDARD

The Board members have affirmed that compliance with all the applicable Secretarial Standard issued by the Institute of Company Secretaries of India (ICSI).

33. DISCLOSURE UNDER SECTION 148 OF COMPANIES ACT, 2013

Company is not required to maintain the cost records and accounts as specified under section 148 of Companies Act, 2013 as it not applicable on the Company.

34. OTHER DISCLOSURES

* No applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year against the company. * No One time Settlement made in respect of any loan from Banks and Financial Institution.

35. CAUTIONARY STATEMENT

The statements contained in the Boards Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

36. ACKNOWLEDGEMENTS