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Virtual Global Education Ltd. Book Closure
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 21.18 Cr. P/BV 0.33 Book Value (Rs.) 1.54
52 Week High/Low (Rs.) 1/0 FV/ML 1/1 P/E(X) 0.00
Bookclosure 10/09/2024 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2025-03 

Your Directors have pleasure in presenting the 32nd Annual Report and the Standalone and
Consolidated Audited Financial Statements for the financial year ended March 31, 2025. This
report comprises of our financial performance, key strategic initiatives and corporate governance
practices adopted by the Company that have guided the Company towards the commendable
growth trajectory.

1.FINANCIAL HIGHLIGHTS

Financial Summary and performance Highlights of your Company, for the financial year ended
March 31, 2025 are as follows:

(Amt in Lakhs)

PARTICULARES

STANDALONE

CONSOLIDATED

31.03.2025

31.03.2024

31.03.2025

31.03.2024

Total Revenue

105.66

67.06

105.66

67.06

Less:

Total Expenditure

143.06

248.69

143.26

249.14

Net Profit/(Loss) before Tax
(PBT)

(37.39)

(181.62)

(37.59)

(182.08)

Less:

Provision for Income Tax-
Current

Provision for Deferred Tax

0.93

0.94

0.93

0.93

Profit/(Loss) After Tax

(38.33)

(182.56)

(38.53)

(183.01)

Add:

Share of profit / (loss) of
Minority

Net Profit/ (Loss) after
taxes, minority interest
and share of profit/(loss)
of associates

(38.33)

(182.56)

(38.53)

(183.01)

The above figures are extracted from the Financial Statements prepared in accordance with Indian
Accounting Standards (“IND AS”) as notified under Section 129 and 133 of the Companies Act, 2013
(“the Act”) read with the Companies (Accounts) Rules, 2014 and other relevant provisions of the Act
and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), as amended from time to time..

2. STATE OF COMPANY'S AFFAIRS AND OPERATIONS

Standalone Financials

The total revenue of your Company for the financial year 2024-25 is Rs. 105.66 (In Lakhs) as
compare to Rs. 67.06 (In Lakhs) for the previous financial year 2023-24. The Net Profit before tax
stood at Rs. (37.39) (In Lakhs) as against Rs. (181.62) (In Lakhs) in the previous year. The profit
after Tax is Rs. (38.33) (In Lakhs) as against Profit after Tax Rs. (182.56) (In Lakhs) in the
previous year.

Consolidated Financials

The total revenue of your Company for the financial year 2024-25 is Rs. 105.66 (In Lakhs) as
compare to Rs. 67.06 (In Lakhs) for the previous financial year 2023-24. The Net Profit before tax
stood at Rs. (37.59) (In Lakhs) as against Rs. (182.08) (In Lakhs) in the previous year. The profit
after Tax, minority interest and share of profit/(loss) of associates is Rs. (38.53) (In Lakhs) as
against Profit after Tax Rs. (183.01) (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 2024-25 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, 2025 was Rs. 100,00,00,000.

Paid up Share Capital

The Paid-up share capital as at March 31, 2025 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, 2025 and the date of Board Report.

7. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with the provisions of Section 152 of the Companies Act, 2013 and rules made
there under, the following are the Directors of the Company designated as follows;

Sr.

No.

Name of
Director/KMP

Designation

Date of
Appointment

Date of
Cessation

1.

Ms. Shikha

Managing Director

15/01/2024

-

2.

Dr. Kanhaiya Tripathi

Independent Director

07/01/2015

06/01/2025

3.

Mr. Ankit Sharma

Chief Financial Officer

03/01/2024

11/02/2025

4.

Dr. Anubha Chauhan

Independent Director

10/02/2021

-

5.

Dr. Rahul Misra

Independent Director

14/11/2023

-

6.

Mr. Ankit Sharma

Executive Director

15/01/2024

11/02/2025

7.

CS Shivani Jindal

Company Secretary
and Compliance
Officer

25/08/2023

22/08/2024

8.

CS Neha Yadav

Company Secretary
and Compliance
Officer

14/11/2024

9.

Mr. Satyendra Aryan

Chief Executive Officer

14/02/2025

-

10.

Mr. Nirbhay Kumar Roy

Chief Finance Officer
&Additional Executive
Director

28/05/2025

11.

Mr. Sunil Kumar Gupta

Additional Non
Executive

Independent Director

09/08/2024

16/10/2024

12.

Mr. Ponnaluri Venkata
Sridhar

Additional Non
Executive

Independent Director

09/08/2024

Appointment, Re-appointment and Resignation of Directors & KMP

• Mr. Ankit Sharma has resigned from the post of Whole time Executive Director and CFO of
the Company w.e.f. 11th Feburary, 2025.

• Mr. Sunil Kumar Gupta has resigned from the post of Independent Director of the
company w.e.f. 16th October, 2024.

• Ms. Shivani Jindal Company Secreatry and Compliance officer of the company has resigned
from the company w.e.f. 22nd August, 2024. Further The Company Appointed Ms. Neha
Yadav as Company Secretary and Compliance officer as on 14th Nov, 2024.

• The Board of Directors of the Company at their meeting based on the recommendation of

Nomination & Remuneration Committee had approved the appointment of Mr. Nirbhay
Kumar Roy as Chief Financial Officer w.e.f. 28th May, 2025 and as Additional Executive
Director w.e.f. 28thMay,2025 of the Company.

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 32nd 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 Company's code of conduct.

9. ANNUAL RETURN

The copy of Annual Return of the Company as on March 31, 2025 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, 2025, 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, 2025 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. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION AND DISCHARGE
OF THEIR DUTIES

The Company has adopted a Nomination and Remuneration Policy on Director's
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. 201 3

The details of the Loan given by the Company are mention in Note No. 14 to 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. 201 3

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

There are no material significant related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict
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 29th Annual General Meeting till 34th
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, 2025 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 Chandan J & 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 Chandan J & Associates, Practicing Company Secretary as
Secretarial Auditors of the Company for the financial year 2024-25.

(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 Four 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 Auditor's 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.

2. Company is the SDD compliant.

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.ef.
05/01/2023 but the new Company Secretary Ms. Shivani Jindal appointed as Company
Secretary and compliance officer w.ef 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.

6. Company have paid all SOP fines. Now no SOP fines on the company.

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 Company's operations in future.

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

The Company's 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.virtuaIeducation.co.in.

23. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT. 201 3 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 employee's 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 2024-2025 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 Details of Subsidiary Company are as-

Particulars

Details

Name:

Shikshan School Private Limited

Date of Incorporation:

25th March 2022

Face Value of Equity Share

Rs. 10/- each

Authorised Capital:

Rs. 1,00,000 (Rs. One Lac Only)

Paid Up Capital:

Rs. 1,00,000 (Rs. One Lac Only)

Shareholding (No. of shares
&%)

5100 Equity Shares; 51%

Commencement of Business:

Yet to commence business

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 under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013

The Company has less than 10 employees as on March 31, 2025 and the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable.
However, the Company remains committed to maintaining a safe and harassment-free
workplace and has adopted necessary preventive measures.

Number of complaints

Number of complaints disposed

Number of cases pending for

of sexual harassment

of during the year

more than 90 days

received during the

year:

0

0

0

The Board affirms that the Company has complied with the applicable provisions of the Act to the
extent required.

29.BOARD COMMITTEES (COMPOSITION AND HIGHLIGHTS OF DUTIES AND
RESPONSIBILITIE
S

Audit Committee

The Audit Committee as on dated 31.03.2025 comprises of the following members;

1. Ponnaluri Venkata Sridhar

2. Dr. Rahul Misra

3. Dr.Anubha Chauhan

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 31.03.2025 consists of the
following members;

1. Ponnaluri Venkata Sridhar

2. Dr. Rahul Misra

3. Dr.Anubha Chauhan

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.

Stakeholder's Relationship Committee

The Stakeholder's Relationship Committee consists of the following members

1. Ponnaluri Venkata Sridhar

2. Dr. Rahul Misra

3. Dr.Anubha Chauhan

The Committee, inter-alia, reviews issue of duplicate certificates and oversees and review all
matters connected with the Company's transfer of securities. It look into redressal of
shareholder's/ 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 csvirtualeducation@gmail.com 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 confidence in companies is no lo nger
based strictly on financial performance or products and services but on a Company's 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 certificate from M/s Chandan J & Associates, Practicing Company Secretary,
confirming 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, 2025. 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 of Directors confirms that the Company has adhered to all applicable mandatory
Secretarial Standards issued by the Institute of Company Secretaries (ICSI) from time to time.
This affirmation reflects the Company's commitment towards maintaining the highest standards
of corporate governance.

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. Disclosure Under the Maternity Benefits Act, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. It
has ensured that all eligible female employees are extended the benefits mandated under the Act,
including paid maternity leave, nursing breaks, and protection from dismissal during maternity
leave.

The Company remains committed to providing a safe, supportive, and inclusive work
environment and continues to implement policies that support the health and well-being of
women employees, especially during maternity and post-maternity periods.

35. 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.

36. DEPOSITORY

As on 31.03.2025, out of the Company's total paid-up Equity Share of 42,36,63,698; 42,36,49,598
(99.004%) were held in dematerialised mode on both CDSL & NSDL and 14,100 (0.996%) were
held in physical mode. The Company's Equity Shares are compulsorily tradable in electronic form.

37. PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended (PIT Regulati ons), the Company has adopted the “Code
of Conduct to Regulate, Monitor and Report Trading by Insiders” (“the Code”). The Code is
applicable to all Directors, Designated persons and connected Persons and their immediate
relatives, who have access to Unpublished Price Sensitive information (UPSI) relating to the
Company.

38. TRANSFER OF EQUITY SHARES/ DIVIDEND TO THE INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124(5) and 125 of the Companies Act, 2013 and the Investor
Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. During the
year, the Company was not required to transfer the unpaid or unclaimed dividends/shares to the
Investor Education and Protection Fund (IEPF) established by the Central Government since the
Company has not declared any dividend in the financial year.

Claim from IEPF Authority Members/Claimants whose shares, unclaimed dividend, have been
transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or
apply for refund by making an application to the IEPF Authority in e-Form IEPF- 5 (available on
www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time. The
Member/Claimants can file only one consolidated claim in a financial year as per the IEPF Rules.
No claim shall lie against the Company in respect of the dividend/shares so transferred.

39. CAUTIONARY STATEMENT

The statements contained in the Board's 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.

40. ACKNOWLEDGEMENTS

Your Directors thank the Shareholders, Banks/other Lenders, Customers, Vendors and other
business associates for the confidence reposed in the Company and its management and look
forward to their continued support. The Board places on record its appreciation for the
dedication and commitment of the employees at all levels, which has continued to be our major
strength. We look forward to their continued support in the future.

For and on behalf of
Virtual Global Education Limited

SD/- SD/-

Date: 30.07.2025 Shikha Nirbhay Kumar Roy

Place: New Delhi Managing Director Director

DIN:07013436 DIN:08022614


 
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