Your Directors have pleasure in presenting the 31^st Annual Report and the Standalone and
Consolidated Audited Financial Statements for the financial year ended March 31, 2024.

1.FINANCIAL HIGHLIGHTS

Financial Summary and performance Highlights of your Company, for the financial year ended
March 31, 2024 are as follows:

(Amt in Lakhs)

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 COMPANY'S 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

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

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 Company's 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. 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, 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 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 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 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 FY2023-2024 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.

6. Company have paid all SOPfines. Now no SOPfines 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 SOPfines 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.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 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 2023-2024 and the same has been attached as Annexure 6.

26.SUBSIDIARIES/IOINT 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-

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;

1. Dr Kanhaiya Tripathi

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 31.03.2024 consists of the following
members;

1. Dr.Kanhaiya Tripathi

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. Dr Kanhaiya Tripathi

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 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 confidence in companies is no longer
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 Mr. Apoorv Srivastava, 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, 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 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.

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: 09.08.2024 Shikha Ankit Sharma

Place: New Delhi Managing Director Director

DIN:07013436 DIN:10464526