Directors Report of ACE Edutrend Ltd.

Mar 31, 2024

Your Directors present you the 30^th Annual Report of your Company and the Audited Financial
Statements for the financial year ended 31^st March, 2024.

1. FINANCIAL SUMMARY

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

Financial Highlights:

Particulars	2023-24	2022-23
Total Revenue	0	0
Total Expense	983.02	1314.88
Profit/Loss Before Tax	(983.02)	(1314.88)
Less: Taxation
Current Tax	0	0
Deferred Tax	(642.91)	(733.03)
Profit/Loss After Tax	(1625.93)	(2047.91)

2. RESULTS OF OPERATIONS

The Company has not generated any revenue for the financial year 2023-24. The Net Loss after
tax stood for F.Y. 2023-24 at Rs. 1625.93 (in thousands) as against Net Loss after tax Rs.
2047.91 (in thousands) in the previous year

3. DIVIDEND AND TRANSFER TO RESERVES

The Company has suffered loss in the year 2023-24 hence it is not in the position to recommend
any dividend and there has been no transfer to General Reserve for the period ended March 31,
2024.

4. CAPITAL STRUCTURE
Authorised Share Capital

The Authorised Share Capital of the Company as at March 31, 2024 was Rs. 10,00,00,000
Paid up Share Capital

The Paid-up share capital as at March 31, 2024 stands at Rs. 9,16,09,000 comprising of
91,60,900 equity shares of Rs. 10/- each fully paid up.

5. CHANGE IN THE NATURE OF BUSINESS

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

6. MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments affecting the financial position of the Company
occurred after the end of the financial year to which these financial statements relate on the date
of this report.

7. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
APPOINTED OR RESIGNED DURING THE FINANCIAL YEAR ENDED MARCH 31,
2024.

Sr. No.	Name of Director/KMP	Designation	Date of Appointment	Date of Cessation
1.	Mr.Monendra Srivastava	Managing Director & CFO	17/05/2016 & *10/02/2024	-
2.	Mr.Prasanna Laxmidhar Mohapatra	Independent Director	15/04/2022	10/11/2023
3.	Mr. Umaid Raj Tater	Independent Director	25/08/2017	-
4.	Mr. Suresh Kumar Sharma	Independent Director	25/08/2017	-
5.	Ms. Himani Sharma	Director	13/11/2018	-
6.	Ms. Sushma Jain	Independent Director	15/04/2022	-
7.	Mr. Karan Jindal	Company Secretary	28/12/2023	-

Appointment, Re-appointment and Resignation of Directors

> Mrs. Himani Sharma (DIN: 08299061), director of the Company will retire at the
ensuing Annual General Meeting and being eligible has offered herself for re¬
appointment. The Board recommends her re-appointment.

> Mr. Karan Jindal, Compliance Officer and Company Secretary of the Company appointed
on 28^th December, 2023.

> Mr.Prasanna Laxmidhar Mohapatra resigned from post of Independent Director of the
Company w.e.f. 10^th November, 2023.

> *Mr. Monendra Srivastava appointed as CFO of the Company w.e.f. 10^th February, 2024.

8. ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92(3) of The Companies Act, 2013 read
with Rule 12 of the Companies (Management and administration) Rules, 2014 shall be published
on the website of the company at www.aceedutrend.co.in.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the
Companies Act, 2013 during the year under review and hence the said provision is not applicable.

10. 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 particulars of contracts entered during the year are shown in the
prescribed Form AOC-2 which is enclosed as Annexure-1.

11. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER
REVIEW

There were six meetings of the Board held during the year:

BM No.	Date
01/2023-24	25.05.2023
02/2023-24	24.07.2023
03/2023-24	01.09.2023
04/2023-24	10.11.2023
05/2023-24	28.12.2023
06/2023-24	10.02.2024

The gap between any two meetings has been less than one hundred and twenty days in all
meetings.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013, the Directors hereby confirm that:

• in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable
accounting standards read with requirements set out under Schedule III to the Act, have been
followed along with proper explanation relating to material departures;

• they 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 31^st March, 2024 and of the profit and loss of the
company for that period;

• they have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities;

• they have prepared the annual accounts on a going concern basis;

• they have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively; and

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

13. STATUTORY AUDITOR

M/s Asha & Associates, Chartered Accountants (Firm Registration No. 000369N),were
appointment as the statutory auditors of the Company based on their consent and certificate
furnished by them in terms of Section 141 of the Companies Act, 2013, upto the conclusion of
Annual General Meeting to be held in the year 2027.

The requirement for the annual ratification of the auditor’s appointment at the AGM has been
omitted pursuant to Companies (amendment) Act, 2017 notified on May 7, 2018.

14. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, the Company appointed M/s Apoorv &
Associates, a Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial
Audit of the Company for FY 2023-24. The Report of Secretarial Auditor (Form MR-3) for the
FY 2023-24 is annexed to the report as Annexure-2.

15. 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.

16. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION

There were no qualifications, reservations or adverse remarks made by the Statutory Auditor in
their audit report. Secretarial Auditor has mentioned six qualifications in their secretarial audit
report as in Annexure-2 to this report, for which comments of Board are as follow:

i) Comment of Board for first qualification

The Registration in the Independent Directors databank is the responsibility of the Directors. The
Company will be taking necessary steps to comply this non-compliance, either through
appointing new Independent Directors or through getting these Directors registered under Data
bank and comply with the requirement of Section 149 of the Companies Act, 2013.

ii) Comment of Board for second qualification

The Lisitng Fees will be paid soon after getting approval of management.

iii) Comment of Board for third qualification

The Board has appointed new CS & Compliance Officer w.e.f. 28/12/2023. Board will make sure
to pay applicable fine and penalty for the delay and will not repeat such delay again in future.

iv) Comment of Board for fourth qualification

Ms. Himani Sharma and Mrs. Sushma Jain appointed as additional directors in the Company
w.e.f 13.11.2018, 15.04.2022 respectively and were regularized in the AGM. The Company will
submit ROC Form for regularization alongwith applicable fine soon.

v) Comment of Board for fifth qualification

The Company has appointed Mr. Monendra Srivastava as Chief Financial Officer (CFO) of the
Company w.e.f. 10/02/2024 i.e. before the end of audit period.

vi) Comment of Board for sixth qualification

The Company is already SDD Compliant after the first quarter of financial year 2023-24.

17. RISK MANAGEMENT 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 OR COURTS, IF ANY

No significant and 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 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. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 so as to qualify
themselves to be appointed as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.

21. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
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 as a part of this report in compliance with Section 134(3) of the
Companies Act, 2013 as Annexure-3.

22. DETAILS & NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS
CONDUCTED DURING THE YEAR

The composition of Board of Directors is in compliance with Regulation 17 of the Listing
Regulations as well as the Companies Act, 2013 read with the Rules issued thereunder. The
Company have optimum composition of Executive and Non-Executive Directors as on 31^st
March, 2024.

On an annual basis, the Company obtains from each Director details of the Board and Board
Committee positions she / he occupies in other Companies and changes, if any, regarding
their Directorships. In addition, the Independent Directors provide an annual confirmation
that they meet the criteria of independence as defined under Section 149(6) on an annual
basis under the Companies Act, 2013.

The maximum tenure of Independent Directors is up to five consecutive years from the date
of their appointment. However, they can be re-appointed for another term of five consecutive
years from the date of their re-appointment.

Mr. Monendra Srivastava also appointed as CFO w.e.f. 10/02/2024. Mr. Karan Jindal
appointed as Company Secretary and Compliance Officer w.e.f. 28/12/2023. Mr.Prasanna
Laxmidhar Mohapatra resigned from post of Independent Director of the Company w.e.f.
10th November, 2023.

The Board of Directors along with its Committees provides effective leadership and strategic
guidance to the Company''s management while discharging its fiduciary responsibilities,
thereby ensuring that the management adheres to high standards of ethics, transparency and
disclosures.

Meetings of the Board

The Company has held such minimum number of Board in Calendar Year with maximum
interval of 120 days between any two consecutive board meetings which is in compliance
with the provisions of the Companies Act, 2013 (the ''Act''), Secretarial Standand-1 and Listing
Regulations.

Name and Designation	Category	No.of Board Meetings during Year 2023-24
		Held	Attended
Mr. Monendra Srivastava DIN:07489845	Managing Director	6	6
Mr.Umaid Raj Tater DIN:07904264	Independent Director	6	6
Mr. Suresh Kumar Sharma DIN:07909730)	Independent Director	6	6
Mr. Prasanna Laxmidhar Mohapatra	Independent Director	4	4
Ms. Sushma Jain (DIN: 08545336)	Independent Director	6	6
Ms.Himani Sharma DIN:08299061	Director	6	6

Relationship between Directors

Mr. Monendra Srivastava and Mrs. Himani Sharma are related as husband and wife. No other
Director is related to any other Director.

Independent Directors'' Meeting

Independent Directors met on 10^th February, 2024 without the attendance of Non¬
Independent Directors and members of the management of the Company inter alia, evaluated
performance of the Non-Independent Directors, Chairman of the Company and the Board of
Directors as a whole. They also assessed the quality, content and timeliness of flow of
information between the Management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.

Familiarization Programme for Independent Directors

The Company has in place a structured induction and familiarization program for the
Independent Directors. The Company familiarizes its Independent Directors with the
Company''s corporate profile, its Vision and Values Statement, organizational structure, the
Company''s history and milestones, latest Annual Report, Code of Conduct applicable to
Directors/Senior Management employees of the Company Code of Conduct for Prevention of
Insider Trading and other applicable codes along with the Sustainability Reports of the
Company. They are also updated on all business related issues and new initiatives.

At the time of appointment, an appointment letter setting out the role, duties &
responsibilities, details regarding remuneration, performance evaluation process, among
others, is given to the Directors. The Directors are also explained in detail the compliances
required from them under the Act, Listing Regulations and other relevant regulations and
their individual affirmations are taken with respect to the same.

Brief details of the familiarization program are uploaded and can be accessed on the
Company''s website. www. aceedu tren d. co. in

COMMITTEES OF THE BOARD

To focus effectively on the issues and ensure expedient resolution of diverse matters, the
Board has constituted several Committees of Directors with specific terms of reference. The
Committees operate as empowered agents of the Board as per their terms of reference that
set forth the purposes, goals and responsibilities. Committee members are appointed by the
Board with the consent of individual Directors. The Committees meet as often as required or
as statutorily required.

Committees that are constituted voluntarily for effective governance of the affairs of the
Company may also include Company executives.

(i) Details of the Committees of the Board as on 31^st March, 2024

Audit Committee	Nomination and Remuneration Committee	Stakeholders Relationship Committee
Mr. Monendra Srivastava (Chairman)	Mrs. Sushma Jain (Chairperson)	Mrs. Sushma Jain (Chairperson)
Mr. Umaid Raj Tater	Mr. Suresh Kumar Sharma	Mr. Monendra Srivastava
Mr. Suresh Kumar Sharma	Mr. Umaid Raj Tater	Mr. Umaid Raj Tater

Name of the Directors	No. of Committee Meeting
	Audit Committee		Stakeholders Relationship Committee		Nomination & Remuneration Committee
	Held	Attendance	Held	Attendance	Held	Attendance
Mr. Monendra Srivastava	5	5	1	1	-	-
Mr. Umaid Raj Tater	5	5	1	1	1	1
Mr. Suresh Kumar Sharma	5	5	-	-	1	1
*Mr. Prasanna Mohapatra	-	-	-	-	1	1
Mrs. Sushma Jain	-	-	1	1	-	-

*Mr. Prasanna Mohapatra resigned from directorship and membership of Nomination &
Remuneration Committee on 10^th November, 2023.

Detailed terms of reference, composition, quorum, meetings, attendance and other relevant
details of these Committees are as under:

AUDIT COMMITTEE

The composition of the Audit Committee is in alignment with provisions of Section 177 of the
Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the Listing
Regulations. The members of the Audit Committee are financially literate and have
experience in financial management. The Committee through regular interaction with
external and internal auditors and review of financial statements ensures that the interests of
stakeholders are properly protected.

(i) Terms of reference

The Audit Committee functions according to its terms of reference that define its
composition,

authority, responsibility and reporting functions in accordance with the provisions of the
Companies Act and Regulation 18 of Listing Regulations which, inter-alia, currently include
the following:

1. Oversight of the Company''s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration, terms of appointment of auditor of the
Company;

3. Approval of payment to statutory auditors for any other permitted services rendered by
the statutory auditors;

4. Reviewing and examining, with the management, the annual financial statements before
submission to the Board for approval, with particular reference to:

(a) Matters required to be included in the Director''s Responsibility Statement to be included in
the Board''s Report.

(b) Changes, if any, in accounting policies and practices and reasons for the same.

(c) Major accounting entries involving estimates based on the exercise of judgment by
management.

(d) Significant adjustments made in the financial statements arising out of audit findings.

(e) Compliance with listing and other legal requirements relating to financial statements.

(f) Disclosure of any related party transactions.

(g) Draft Auditors'' report including qualifications, if any

5. Reviewing, with the management, the quarterly financial statements before submission to
the Board for approval;

6. Reviewing and monitoring, with the management, the statement of uses/ application of
funds raised through an issue/ public offers (public issue, rights issue, preferential issue,
etc.), the statement of funds utilized for purposes other than those stated in the offer
document/ prospectus/ notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter;

7. Reviewing and monitoring with the management, independence and performance of
statutory and internal auditors, adequacy of the internal control systems, and effectiveness of
the audit processes;

8. Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure, coverage and frequency of internal audit;

9. Discussion with internal auditors of any significant findings and follow up thereon;

10. Reviewing the findings of any internal investigations by internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the Board;

11. Discussion with Statutory Auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;

12. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of nonpayment of declared dividends) and
creditors;

13. To ensure establishment of and to review the functioning of the Whistle Blower
Policy (Vigil Mechanism);

14. Approval of appointment of CFO (i.e., the whole- time Finance Director or any other
person heading the finance function or discharging that function) after assessing the
qualifications experience &background, etc. of the candidate;

15. Approval or any subsequent modification of transactions of the Company with related
parties;

16. Scrutiny of inter-corporate loans and investments;

17. Valuation of undertakings or assets of the Company, wherever it is necessary;

18. Evaluation of internal financial controls and risk management system;

19. Review of Management discussion and analysis of financial condition and results of
operations;

20. Review of Management letters / letters of internal control weaknesses issued by the
statutory auditors;

21. Review of Internal audit reports relating to internal control weaknesses;

22. Review of Financial statement, in particular, investments made by the subsidiary
company(s);

23. Review of appointment, removal and terms of reference of Chief Internal Auditor;

24. Recommend appointment and remuneration of Cost Auditors;

25. Any other role as prescribed by the Companies Act, 2013 and the Listing Regulations.

(ii) Meetings

Audit Committee meets at least four times in a year with a gap of not more than four months
between two meetings. During the year the Committee met five times i.e. on 25.05.2023,
24.07.2023, 01.09.2023, 10.11.2023 and 10.02.2024

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee, constituted under Section 178 of the Act and
Regulation 19 read with Part D of Schedule II of the Listing Regulations, functions according
to its terms of reference that define its composition, authority, responsibility and reporting
functions which, inter alia, include the following:

(i) T erms of Reference

1. Recommend to the board the set up and composition of the board and its committees
including the “formulation of the criteria for determining qualifications, positive attributes
and independence of a director”. The committee will consider periodically reviewing the
composition of the board with the objective of achieving an optimum balance of size, skills,
independence, knowledge, age, gender and experience.

2. Recommend to the board the appointment or re-appointment of directors.

3. Devise a policy on board diversity.

4. Recommend to the board appointment of key managerial personnel (“KMP” as defined
by the Act) and executive team members of the Company (as defined by this committee).

5. Recommend to the board the remuneration policy for directors, executive team or key
managerial personnel as well as the rest of the employees.

(ii) Meetings

The Committee meets as often as required. During the year the Committee met one time on
25t^h May, 2023.

Investors'' Grievances/Complaints

During the year, the Company didn''t receive any complaint/grievance from the investors. No
complaint was pending as on March 31, 2024.

Transfers, Transmissions etc. approved

During the year under review, no request had been received for share transfer/transmission.
The Company had 3631 shareholders as on March 31, 2024.

REMUNERATION OF DIRECTORS

The Company has no stock option plans for the directors and hence, it does not form a part of
the remuneration package payable to any executive and/or non-executive director.

In 2023-24, the Company did not advance any loans to any of the executive and/or non¬
executive directors

(i) Remuneration to Executive Directors

The Company has not paid any remuneration to the Executive directors for the Financial year
2023-24.

(ii) Remuneration to Non-Executive Directors

During the FY 2023-24, the Company has not paid any remuneration to the non-executive
directors.

(iii) Criteria for making payment to Non-Executive Directors

Criteria for making payment to Non-Executive Director has been disseminated on our
website at www.aceedutrend.co.in

23. GENERAL BODY MEETINGS

(i) The details of last three Annual General Meetings (AGM) of the Company are as follows:

Financial Year	Date	Time	Location
2022-23 (29th AGM)	September 27, 2023	12:00 Noon	At Maharaja Banquets Monarch Residency, A- 1/20A, PaschimVihar, (Opposite Metro Pillar No. 256), Main Rohtak Road, New Delhi-110063
2021-22 (28th AGM)	September 17, 2022	10:00 AM	At Maharaja Banquets Monarch Residency, A- 1/20A, PaschimVihar, (Opposite Metro Pillar No. 256), Main Rohtak Road, New Delhi-110063
2020-21 (27th AGM)	August 05, 2021	03:00 PM	Through Audio/Video Mode

(ii) Special Resolutions passed during last three AGMs:

Details of AGM	Date and time of AGM	Details of special resolutions(s) passed at the AGM, if any
29th AGM	September 27, 2023 (12:00 Noon)	1. Reclassification of Promoter of the Company as Public Shareholder
28th AGM	September 17, 2022 (10:00 AM)	1.Appointment of Mr.Prasanna L. Mohapatra as a Independent Director 2. Appointment of Ms.Sushma Jain as a Independent Director
27th AGM	August 05, 2021 (03:00 PM)	No special resolutions were passed

24. PERFORMANCE EVALUATION OF THE BOARD

Regulation 4 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
mandates that the Board shall monitor and review the Board Evaluation framework. The
Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its
own performance and that of its Committees and individual Directors. Schedule IV of the
Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 states that the performance evaluation of Independent
Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria
and framework adopted by the Board, the actual evaluation process shall remain confidential and
shall be a constructive mechanism to improve the effectiveness of the Board/ Committee.

25. 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
committee, formulate the policy and spent amount on Corporate Social Responsibility.

26. VIGIL MECHANISM/ 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.aceedutrend.co.in

27. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5
OFTHE COMPANIES (APPOINTMENT AND 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 should be set out in the annexure to the Directors'' Report. As
the Company has not paid any remuneration to the Directors, therefore, there is no requirement to
comply with the provisions of this section.

28. SHARES

(a) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

(b) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

(c) Bonus Shares

No Bonus Shares were issued during the year under review.

(d) Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

29. FIXED DEPOSITS

The Company has not accepted any deposit during the Financial Year 2023-24 and, as such, no
amount of principal and interest was outstanding as on Balance Sheet date.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

The particulars as required under Section 134(1)(m) of the Act read with Companies’
(Disclosures of Particulars in the Report of the Board of Directors) Rules, 2014 regarding
Conservation of Energy and Technology Absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review. Further there was
no Foreign Exchange earnings and outgo during the Financial Year 2023-24.

31. MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic
environment surrounding your company is enclosed as a part of the Annual Report.

32. SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES

The Company doesn’t have any subsidiary, joint venture or associate Company.

33. SEXUAL HARASSMENT POLICY

In order to prevent sexual harassment of women at work place, Company has formed the policy
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act. During the year there were no instances and complaint of harassment against the Company.

34. CORPORATE GOVERNANCE

The Company is not required to submit Corporate Governance Report as the equity share capital
and net worth of the Company is less than required limits as on the last date of the previous
financial year.

35. LISTING OF SHARES

Your Company’s shares are listed on the Bombay Stock Exchange of India Limited. The shares
are suspended for trading due to non-payment of Annual Listing fee. However the company has
cleared the dues of the exchange upto financial year 2019-20 and coordinating with the exchange
to find out the outstanding amount and clear the dues thereafter.

36. NO DEFAULT

The Company has not defaulted in payment of interest and repayment of loan to any of the
financial institutions and /or banks during the period under review.

37. DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors’
Certificate thereon, and the integrated Management Discussion and Analysis are attached, which
forms part of this report. The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and operating effectively.

38. 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.

For and on behalf of the Board of Directors of
M/s ACE Edutrend Limited

Sd/- Sd/-

Monendra Srivastava Himani Sharma

Date: 07.08.2024 Managing Director, CFO Director

Place: New Delhi DIN: 07489845 DIN: 08299061

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Mar 31, 2014

Dear Members,

The Board of Directors of your Company has immense pleasure in presenting the 20th Annual Report of the Company along with Audited Accounts and the Auditors'' Report for the Financial Year ended March 31,2014.

FINANCIAL RESULTS

The highlights of the Financial Results of the Company for the Financial Year(s) 2012-13 and 2013-14 are as under:

Particulars Financial Year Financial Year 2013-14 2012-13

Sale & Other Income 2306.77 2238.77

Profit before Depreciation 402.62 365.70

Profit before Tax 134.94 155.60

Income Tax Provision 35.13 38.58

Deferred Tax liability 32.57 13.84

Profit after Tax 103.06 130.86

REVIEW OF PERFORMANCE

The Net Profit for the year ended 31 st March, 2014 was Rs.103.06 Lac. Your Company is planning for expansion of its business activities and new initiatives in diversifying fields. Your company is firmly looking for the business opportunity through the strategic alliances, tie ups and Joint venture in related business areas.

DIVIDEND

Keeping in view the future expansion plans and capital requirements of the Company, the Board of your Company decided to conserve cash flow by not recommending any Dividend for the period under review.

DIRECTORS

In the accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. Sushil Aggarwal, Director will retire by rotation at the ensuing Annual General Meeting and being eligible offering himself for re appointment

The brief Resume of the Director proposed to be appointed/re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and Memberships/Chairmanships of Board Committees and Number of Shares held in the Company, as stipulated under Clause 49 IV (G) of the Listing Agreement, are enclosed with the notice.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the Year, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

FIXED DEPOSITS

During the Year under review, your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. The Listing fees for the Financial Year 2013-14 have been paid to the Exchange.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1 )(e) of the Companies Act, 1956 read with Companies'' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company. The Company mainly deals in domestic market and has NIL sales on account of exports, thereby resulting Nil foreign exchange earnings and outgo during the Financial Year 2013-14.

PARTICULAR OF EMPLOYEES

During the year under review, none of the employees of the company was in receipt of remuneration for the Year which was more than the limit prescribed under Sub-Section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this report

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956, and Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanation obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2014, and of the profit of the Company for the Year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2014 on a ''going concern'' basis.

e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) 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.

CORPORATE GOVERNANCE

Your Company believes that the Corporate Governance is at the heart of the Shareholder value creation and committed to conduct the business of your Company with the highest level of integrity and transparency.

As per Clause 49 of the Listing Agreement with the Stock Exchange, as separate section on Corporate Governance forms part of the Annual Report.

A Certificate from Statutory Auditors confirming the conditions on compliance as mentioned under Clause 49 of the Listing Agreement is given as Annexure to the Corporate Governance Report.

AUDITORS

M/s PVR-N & Co., Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

The Company has received a certificate from the Auditors to the effect that their re-appointment if made would be in the limits prescribed under the Section 141 (3) (g) of the Companies Act, 2013 and they are not disqualified for appointment.

AUDITORS'' REPORT

The Observations of the Statutory Auditors in their report read together with the Notes on Accounts are self explanatory and therefore, do not call for any further explanation.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, stakeholders including Financial Institutions, Distributors and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward to your continued support in the future.

For and on behalf of Board of Directors For ACE EduTrend Limited

Sd /-

Place: New Delhi Shweta Chaturvedi Dated: 10.07.2014 Company Secretary

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Mar 31, 2012

To, The Members,

The Board of Directors of your Company has immense pleasure in presenting the 18th Annual Report of the Company along with Audited Accounts and the Auditors' Report for the Financial Year ended March 31, 2012.

FINANCIAL RESULTS

The highlights of the Financial Results of the Company for the Financial Year(s) 2010-11 and 2011-12 are as under:

(Amount in Lac) Particulars Financial Year Financia Year 2011-12 2010-11

Sale & Other Income 2042.17 2391.72

Profit before Depreciation 427.20 350.64

Profit before Tax 15.12 99.83

Income Tax Provision 30.26 23.66

Deferred Tax liability 29.34 12.89

Profit after Tax 11.80 63.28

REVIEW OF PERFORMANCE

The Company earned a Profit after Tax of Rs. 11.80 Lac during the year. Your Company is firmly looking for the business opportunities and diversification plans through the strategic alliances, tie ups and Joint venture in related business areas.

DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year ended 31st March, 2012.

DIRECTORS

Due to some pre-occupations, Prof. Y.D Pande, Independent Director has resigned from the Board w.e.f. 14th February, 2012. The Board placed on record their appreciation for the contribution made during the tenure.

In terms of the provisions of Section 260 of the Companies Act, 1956 and Articles of Association of the Company, Prof. H.P Garg, was appointed as an Additional Director of the Company w.e.f. 1st July, 2012 and shall hold office till the date of the ensuing Annual General Meeting. Your Company has received notices in writing proposing their candidature along with the requisite deposit pursuant to the provisions of Section 257 of the Companies Act, 1956.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. Sushil Aggarwal, Director will retire by rotation at the ensuing Annual General Meeting and being eligible offering himself for re appointment.

The brief Resume of the Directors proposed to be appointed / re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and Memberships/Chairmanships of Board Committees and Number of Shares held in the Company, as stipulated under Clause 49 IV (G) of the Listing Agreement, are enclosed with the notice.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the Year, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. The Listing fees for the Financial Year 2012-13 have been paid to the Exchange.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company. The Company mainly deals in domestic market and has NIL sales on account of exports, thereby resulting Nil foreign exchange earnings and outgo during the Financial Year 2011-12.

PARTICULAR OF EMPLOYEES

During the year under review, none of the employees of the company was in receipt of remuneration for the Year which was more than the limit prescribed under Sub-Section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanation obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012, and of the profit of the Company for the Year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2012 on a 'going concern' basis.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance report is a key element in improving efficiency, transparency, accountability and growth as well as enhancing investor confidence. As per clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance forms part of the Annual Report.

A Certificate from Statutory Auditors confirming the conditions on compliance as mentioned under Clause 49 of the Listing Agreement is given as Annexure to the Corporate Governance Report.

STATUTORY AUDITORS

M/s PVR-N & Co., Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re- appointment.

The Company has received a certificate from the Auditors to the effect that their re-appointment if made would be in the limits prescribed under the Section 224(1B) of the Companies Act, 1956.

AUDITORS' REPORT

The Observations of the Statutory Auditors in their report read together with the Notes on Accounts are self explanatory and therefore, do not call for any further explanation.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to the Bankers, Shareholders, Stock Exchanges SEBI, Registrar of Companies, various other Government Departments and its valued business associates for their continuous support and co-operation extended at all levels Your Directors also acknowledge the constructive suggestions received from Statutory Auditors.

Your Directors would also like to take this opportunity to express their appreciation for hard work and the unstinting efforts by the employees of the Company and look forward for their continued support in future.

For and on behalf of Board of Directors

For ACE EduTrend Limited

Sd/-

Place : New Delhi Sushil Aggarwal

Date : 31.08.2012 Chairman

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Mar 31, 2011

The Members,

ACE EduTrend Limited

New Delhi

The Board of Directors of your Company has immense pleasure in presenting the 17th Annual Report of the Company along with Audited Accounts and the Auditors’ Report for the Financial Year ended 31st March, 2011.

FINANCIAL RESULTS

The highlights of the Financial Results of the Company for the Financial Year(s) 2010-11 and 2009-10 are as under:

(Amount in Lac)

Particulars Financial Year Financial Year 2010-11 2009-10

Sales & Other Income 2391.72 124.46

Profit before Depreciation 350.64 19.45

Profit before Tax 99.83 2.23

Income Tax Provision 23.66 0.37

Deferred Tax liability 12.89 0.25

Profit after Tax 63.28 1.61

REVIEW OF PERFORMANCE

During the year under review, Turnover of the Company was Rs. 2391.72 Lac against Rs. 124.46 Lac in the previous year. Your Company is firmly looking for business opportunities through strategic alliances, tie- ups and Joint Ventures in related business areas.

The Net Profit for the year ended 31st March, 2011 was Rs. 63.28 Lac. Your Company is planning for expansion of its business activities and new initiatives in diversifiying fields.

DIVIDEND

Keeping in view the future expansion plans and capital requirements of the Company, the Board of your Company decided to conserve cash flow by not recommending any Dividend for the period under review.

CHANGE IN NAME OF THE COMPANY

As the management foresee the business prospects and long-term growth of the Company, it has been considered appropriate by the management to change the name of the Company by obtaining necessary approvals to make the name of the Company in consonance with the present business activity. Accordingly, the name of the Company has been changed to ACE Edutrend Limited w.e.f. 28th October, 2010.

The Shareholders are requested to take note of the same and make future communications with the new name of the Company.

DIRECTORS

Mr. V.P. Narula who had been on the Board since long, ceased to be the Director of the Company, due to retirement at the Annual General Meeting, held on 14th June, 2010, in accordance with the provisions of the Companies Act, 1956. Mr. B.S. Goyal who was appointed as an Independent Director resigned from the Board w.e.f. 14th June, 2010, due to some pre- occupations. The Board of Directors placed on record their appreciation for the contribution made during the tenure.

The Board of Directors subject to the approval of the Members of the Company accorded their approval for appointment of Mr. Chander Prakash Batra and Mr. S.K. Das as Whole Time Director for a period of 1 Year w.e.f. 10th July, 2010 and 11th November, 2010 respectively. Further, Mr. S.K. Das had resigned as Whole Time Director of the Company w.e.f. 1st March, 2011.

Pursuant to the provisions of Section 260 of the Companies Act, 1956 and Articles of Association of the Company, Prof. M.S. Sodha and Prof. L.K. Maheshwari, were appointed as Additional Directors of the Company w.e.f. 26th August, 2010 ans shall hold

office till the date of the ensuing Annual General Meeting. Your Company has received notices in writing proposing their candidature along with the requisite deposit pursuant to the provisions of Section 257 of the Companies Act, 1956.

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Mr. G.N. Gupta, Director will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Further, Mr. Chander Prakash Batra, Whole Time Director also resigned from the Directorship of the Company w.e.f. 16th May, 2011.

The brief Resume of the Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and Memberships/ Chairmanships of Board Committee and Number of Shares held in the Company, as stipulated under Clause 49 IV (G) of the Listing Agreement, are enclosed with the notice.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis Report for the Year, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. The Listing fees for the Financial Year 2011-12 have been paid to the Exchange.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies’ (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company. The Company mainly deals in domestic market and has NIL sales on account of exports, thereby resulting Nil foreign exchange earnings and outgo during the Financial Year 2010-11.

PARTICULARS OF EMPLOYEES

During the year under review, none of the Employees of the Company was in receipt of Remuneration for the Year which was more than the limit prescribed under Sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanation obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors’ Report thereon, your Directors confirm that:

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011, and of the profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The Directors have prepared the Annual Accounts for the Financial Year ended 31st March, 2011 on a ‘going concern’ basis.

CORPORATE GOVERNANCE

Your Company believes that the Corporate Governance is at the heart of the Shareholder value creation and committed to conduct the business of your Company with the highest level of integrity and transparency.

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance forms part of the Annual Report.

A Certificate from Statutory Auditors confirming the conditions on compliance as mentioned under Clause 49 of the Listing Agreement is given as Annexure to the Corporate Governance Report.

AUDITORS

M/s PVR-N & Co., Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

The Company has received a certificate from the Auditors to the effect that their re-appointment if made would be in the limits prescribed under the Section 224(1B) of the Companies Act, 1956.

AUDITORS’ REPORT

The Observations of the Statutory Auditors in their report read together with the Notes on Accounts are self explanatory and therefore, do not call for any further explanation.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, stakeholders including Financial Institutions, Distributors and other business associates who have extended their valuable sustained support and encouragement during the year.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward to your continued support in the future.

For and on behalf of Board of Directors For ACE EduTrend Limited

Sd/- Sushil Aggarwal Chairman

Place: New Delhi Date : 16th May, 2011

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Mar 31, 2010

The Board of Directors of your Company have immense pleasure in presenting the 16th Annual Report of the Company along with Audited Accounts and the Auditors Report for the Financial Year ended March 31, 2010.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the Financial Year(s) 2009-10 and 2008-09 are as under

(Amount in Rs.)

Particulars Financial Year Financial Year 2009-10 2008-09

Sale & Other Income 1,24,45,868 56,88,239

Profit before Depreciation 19,44,981 11,39,634

Profit before Tax 2,23,489 1,12,527

Income Tax Provision 36,844 12,626

FBT Provision - 3,859

Deferred Tax liability 25,390 6,02,951

Profit after Tax 1,61,255 (5,06,908)

REVIEW OF PERFORMANCE

During the year under review, Turnover went up from Rs. 56,88,239 (Fifty Six Lacs Eighty Eight Thousand Two hundred Thirty Nine only) in FY. 2008-09 to Rs. 1,24,45,868 (One Crore Twenty Four Lac Forty Five Thousand Eight hundred Sixty Eight only) in FY. 2009-10, recording a growth of 118 percent. The Profit before depreciation, is Rs 19,44,981 in F.Y. 2009-10, with an increase of 71 percent over the preceding year.

DIVIDEND

Keeping in view the future expansion plans and capital requirements of the Company, the Board of your company decided to conserve cash flow by not recommending any Dividend for the period under review.

CHANGE IN CONTROL OVER THE MANAGEMENT

During the period under review, pursuant to the provisions of Regulation 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, the Change in control of the Management and affairs of your company is absolutely transferred to Mr Gajanand Gupta and Mr. Sushil Aggarwal in place of Mr. Ved Prakash Narula and Ms. Mamta Narula.

CHANGES IN CAPITAL STRUCTURE

During the Financial Year ended March 31, 2010, the Authorised Share Capital of the Company was re- classified on 26th March 2010, by cancelling 20,00,000 (Twenty Lacs) 16% Redeemable Preferences Shares of Rs. 10/- (Rs Ten Only) each aggregating to Rs. 2,00,00,000 (Rs Two Crores Only) and creating 20,00,000 (Twenty Lacs) Equity Shares of Rs. 10/- (Rs. Ten Only) each aggregating to Rs. 2,00,00,000 (Rs. Two Crores Only) which shall be ranking pari passu with the existing Equity Shares. Further, the Authorised Capital of the Company has also been increased to Rs. 25,00,00,000 (Rs Twenty Five Crore only) by creating 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of Rs. 10/- (Rs. Ten Only) each aggregating Rs 15,00,00,000/- (Rs Fifteen Crore Only) which shall be ranking pari passu with the existing Equity Shares.

Further, the Board of Directors in their meeting held on 5th May, 2010 allotted 60,00,000 fully paid Equity Shares of Rs. 10/- (Rs. Ten Only) each to the various strategic investors on the conversion of warrants.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

The registered office of the Company has been shifted to 10178/304A, Ravindera Plaza, Abdul Aziz Road, New Delhi-110005 w.e.f 17th April, 2010. The members are requested to make communications with the Company at the new office of the Company.

VENTURING INTO NEW LINE OF BUSINESS ACTIVITIES & CHANGE IN OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION:

As you are aware that the Company had been doing the business of Media and your new management has decided to explore possibilities in Education sectors exploring new line of business activities relating to Higher and Vocational education. The Object Clause of the Memorandum of Association of the Company has been amended accordingly.

DIRECTORS

Consequent upon the change in control and management of your Company, Mr. Virender Kumar, Independent Director & Ms. Mamta Narula, Promoter Director, resigned from the directorship w.e.f 2nd April, 2010. Mr. V.P. Narula, has resigned from the office of Managing Director w.e.f. 10th April 2010.

Pursuant to the provisions of Section 255 of the Companies Act, 1956, Mr. Gajanand Gupta and Mr. Sushil Aggarwal were appointed as Director of the Company w.e.f.2nd April 2010.Further, pursuant to provisions of Section 255 and 256 of the Companies Act, 1956, Mr. V.P. Narula shall retire by rotation at the ensuing Annual General Meeting of your Company.

Pursuant to the Provisions of Section 260 of the Companies Act, 1956 and Articles of Association of the Company Mr.Yamuna Dhar Pande and Mr. Chandra Prakash Batra were appointed as Additional Directors of the Company and shall hold office until the date of the ensuing Annual General Meeting. Your Company has received a notice in writing proposing their candidature along with the requisite deposit pursuant to the provisions of Section 257 of the Companies Act, 1956.

The brief resume of the Directors proposed to be appointed or re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees and number of shares held in the company, as stipulated under Clause 49 IV (G) of the Listing Agreement, are enclosed with the notice.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the Year, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming-part of the Annual Report.

FIXED DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. The annual listing fees for the financial year 2010-11 has been duly paid to the Exchange.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Sr. Particulars For the Period ended For the Period ended No. 31st March, 2010 31st March, 2009

I Earning Nil Nil

II Outgo Nii Nil

The Company mainly deals in domestic market and has NIL sales on account of exports during the Financial Year 2009-10.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010, and of the profit of the Company for the year.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company believes that the Corporate Governance is at the heart of the Shareholder value creation and committed to conduct the business of your company with the highest level of integrity and transparency. The commitment of your company is clearly reflected in the business activities of the company. The governance practices of your Company are described separately in the "Corporate Governance Report" section to this annual report and a certificate from Statutory Auditors on compliance with clause 49 of the Listing agreement with the stock exchanges and the same is attached with the "Corporate Governance Report" Section of this Annual Report.

AUDITORS

M/s PVRN & Co., Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment if made would be in the limits prescribed under the Section 224(1 B) of the Companies Act, 1956.

AUDITORS REPORT

The observations of the Auditors in their report read together with the Notes on Accounts are self explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

STATEMENT OF EMPLOYEES

None of the Employees of the Company is in receipt of remuneration for the year which was more than the limit. prescribed under Sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) rules, 1975. Hence, there is no requirement of giving disclosure of employees particulars required under the provisions of Sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) rules, 1975.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, stakeholders including Financial Institutions, Distributors and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for your continued support in the future.

For & on behalf of Board of Directors

Place : New Delhi Sushil Aggarwal

Date : May 05, 2010 Chairman