We have audited the standalone financial statements of Virtual Global Education Limited ("the Company"),
which comprise the Standalone Balance Sheet as at March 31, 2026, and the Standalone Statement of Profit
and Loss (including other comprehensive income), Standalone Statement of Changes in Equity and Standalone
Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including
a summary of the significant accounting policies and other explanatory information (hereinafter referred to as
"the standalone financial statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the
manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2026 and profit and other
comprehensive income, changes in equity and its cash flows for the year ended on that date subject to the
matters described under " Basis for Qualified Opinion" section of our report
Basis for Qualified Opinion
1. We draw attention to our previous Review Reports and report ended 31st March 2025 we
reported the fraudulent activities of the CFO have significantly impacted the accuracy of the
financial statements,, financial position and performance of the Company, This fraud indicates a
material weakness in internal financial controls, and raises significant concerns-and raises
significant concerns regarding the reliability of the financial reporting, and pursuant to a Special
Audit 28.5.2025, we identified material financial irregularities involving unauthorized transactions
and misappropriation of funds by the Company's Chief Financial Officer (CFO )& Director Mr Ankit
Sharma . As per the findings of the special audit report it has been determined that an amount
aggregating to ^ 88,17,931/- was misappropriated through fictitious payments,unsupported
expenses and unauthorized fund transfers during the financial years 2024-25.The amount has not
been recovered as of the date of the report, and the company is in the process of initiating legal
and disciplinary proceedings. No provision has been made in the financial statements for the said
loss."
2. On the basis of management report the matter has reported to the Board, SEBI, and law
enforcement authorities. The CFO has resigned/terminated and legal proceedings have been
initiated. The Company has to be recorded an impairment and provision of Rs 88,17,931/- in the
financial statements for the year ended March 31, 2026, pending full recovery and resolution.
3. In terms of resolution passed by the share holders at the Annual General Meeting held on
10.09.2024 the company allotted 14,25,00,000 fully convertible warrants of Rs.1/- each on
preferential basis to other than promoters.Out of which 25% of warrant issue price has already
been received in previous year and balance 75%of warrant issue price received during the year
amount of Rs. 10,68,75,000/- .We have not received sufficient evidence and documents to satisfy
that amount has been utilized as per the purpose mentioned under the approval for SEBI .
4. The Company has given Loan & Advances of Rs 20,19,00,000/-,up to 31st March 2026
management is unable to provide nature of advances and documentation in support of this
transaction.
5. We draw attention that the company has earned "other income" amounting to Rs.58,53,624/- as
interest on loan by lending money to the third parties which is out of the charter/ main objectives
of Memorandum of Association of the company.
6. We draw attention that investment in equity shares (unquoted) under the head "Non Current
Investment" amounting to Rs.39,50,000/- out of which Rs.37,50,000/- should be considered as
impairment loss as per INDAS-36. The investment in unquoted shares of Prem Color Chem Pvt
Ltd., Vishesh Developers Pvt Ltd doesn't have the name of Virtual Global Education Limited as
shareholder in their shares holders list provided by the management to us. The investment in
Rock Eagle Portfolio Services Pvt Ltd. is not recoverable since company has been struck off in
Registrar of Companies since 2019 as per Ministry of Corporate Affairs. Adhunik Technology Pvt.
Ltd has negative reserves resulting in a negative fair value and thus investment cannot be
recovered.
7. We draw attention that the Advance given for development of project under the head "Other
Non-Current Assets" amounting to Rs. 19,98,87,156/-, is subject to confirmation/ reconciliation.
However management has explained us that the amount is recoverable standing in the books of
account. We are unable to validate the assertion of recoverability in the absence of any
independent report by the competent agency & the uncertainty of presumption of future
operations/ results of operations thereafter. Also in the absence of underlying documents like
agreements/confirmations/contracts, we are unable to comment on the completeness of the
same.
8. In the absence of appropriate evidence and underlying documents like third party confirmations,
details, breakup of Training Expenses Payable under the head "Other Non-Current Liabilities"
amounting to Rs 4,58,37,533/-, we are unable to comment on the sufficiency and appropriateness
of the payable amount . Advance given for development of project " under the head other non
current Assets amounting to Rs 96,77,974/-was adjusted with Training Expenses Payable without
any justification/confirmation made available to us by the management.During the year company
has Paid Rs 6,34,88,996/- against Training expenses payable, in respect of this transaction no
supporting documents has been provided to us.
9. We draw your attention that in the absence of Fixed Asset Register and no physical verification
report by the management / third party, we are unable to comment on the existence of the Fixed
Assets.
10. We draw your kind attention on that during the year Company has given a Advance amounting to
Rs. 5,34,21,670/- to M/s Witness Developers & Promoters Private Limited for purchase of Land at
Gurugram Haryana .In the absence of appropriateness of documents like
agreements/confirmations/contracts, we are unable to comment on the completeness of the
same.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of
the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the
Audit of the Standalone Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the
ethical requirements that are relevant to our audit of the standalone financial statements under the provisions
of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our qualified opinion.
Key Audit Matters
The audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period. These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Note 25(c) to the Standalone Financial Statements- "Provision for Contingencies" as at March 31, 2026, the
Company has exposures towards litigations relating to various matters as set out in the aforesaid Notes.
Significant management judgment is required to assess such matters to determine the probability of
occurrence of material outflow of economic resources and whether a provision should be recognized, or a
disclosure should be made. The management judgment should also supported with legal advice in certain
cases as considered appropriate.
As the ultimate outcomes of the matters are uncertain and the positions taken by the management are based
on the application of their best judgment relating to interpretation of law regulations, it is considered to be a
Key Audit Matter.
Other Information
The Company's management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Company's annual report, but does not include the
standalone financial statements and our auditors' report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
standalone financial statement or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,
2013 ("the Act") with respect to the preparation of these IND AS financial statements that give a true and fair
view of the financial position, financial performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the Accounting Standards(IND AS) specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the standalone financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management and Board of Directors are responsible for
assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors is also
responsible for overseeing the Company's financial reporting process.
Auditor's Responsibility
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of user taken on basis of these
standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
i. Identify and access the risk of material misstatement of the standalone financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risk, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
ii. Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the Company has adequate internal financial controls with
reference to standalone financial statements in place and the operating effectiveness of such
controls.
iii. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
iv. Conclude on the appropriateness of management's use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company's ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor's
report to the related disclosures in the standalone financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor's report. However, future events or conditions may cause the Company to
cease to continue as a going concern.
v. Evaluate the overall presentation, structure and content of the standalone financial statements,
including the disclosures, and whether the standalone financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguard.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give
in the 'Annexure A', a statement on the matters specified in paragraphs 3 and 4 of the Order, to the
extent applicable.
2. As required by Section 143 (3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far
as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the
statement of change in equity and the Cash Flow Statement dealt with by this Report are in
agreement with the books of account, subject to the matter described under "basis for qualified
opinion" section of our report.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on March 31, 2026
taken on record by the Board of Directors, none of the directors is disqualified as on March 31,
2026 from being appointed as a director in terms of Section 164 (2) of the Act.
f) According to the information and explanation given to us, the company had paid remuneration in
excess of the limits prescribed under Section 197 read with Schedule V of the Companies
Act.2013 and without obtaining consent of the shareholders and also not accorded prior approval
of Banks/Financial Institutions in case of default of principal/interest obligations, which is in
contravention of the said section.
g) With respect to the adequacy of the internal financial controls with reference to standalone
financial statements of the Company and the operating effectiveness of such controls, refer to
our separate Report in "Annexure B".
3. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information
and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial statements-Refer
Note 25(c) to the financial statements ;
ii. The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.
iv. (a) The management has represented that to the best of its knowledge and belief, other than
as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or kind of funds) by the
company to or in any other persons or entities including foreign entities (intermediaries) with
the understanding whether recorded in writing or otherwise, that the intermediary shall,
whether, directly or indirectly lend or invested in other person or entities identified in any
manner whatsoever by or on behalf of the Company (ultimate beneficiaries) or provide any
guarantee, security or the like on behalf of the ultimate beneficiaries'
(b) the management has represented that to the best of its knowledge and belief other than as
disclosed in the notes to the accounts, no funds have been received by the company from any
person or entities including foreign entities (funding parties) with the understanding, whether
recorded in writing or otherwise, that the company shall whether directly or indirectly lend or
invest in other person or entities identified in any manner whatsoever by or on behalf of the
funding party (ultimate beneficiaries) or provide any Guarantee, security or the like on behalf
of the ultimate beneficiaries and
(c) based on such audit procedures that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that
representations, as provided under (a) and (b) above, contain any material misstatement.
D) Based on our examination,which included test checks, the company has used accounting
software for maintaining its books of accounts for financial year ended March 31st 2026 ,
Which has feature of recording Audit Trails (Edit Log ) facility and same has operated through
out the year for all relevent transaction recorded in the software. Further during the course of
the our audit we did not come across any instance of the audit trails features be tempered
with.
For Asha & Associates
Chartered Accountants
FRN:024773N
Sd/-
CA Asha Taneja
M.No.096107
UDIN: 2096107XAOABE4495
Place: New Delhi
Date: 27.05.2026
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