Directors Report of Jointeca Education Solutions Ltd.

Mar 31, 2024

Your directors have great pleasure in presenting the 13^th Annual Report and the Audited Accounts of your
Company for the year ended 31^st March 2024.

FINANCIAL RESIHTS

Particulars	Year Ended	Year Ended
	31.03.2023 (Amount in Rs.)	31.03.2022 (Amount in Rs.)
Income from Operations and Other Income	12,80323.00	5,33,356.05
Profit / (Loss) before Interest & Depreciation	(15,04,103.51)	(33,00,907.97)
Less: Interest & Bank charges	0.00	0.00
Less: Depreciation	77,21,709.90	61,14,317.82
Profit /(Loss)before Tax	(92,25,813.41)	(94,15,225.79)
Less: Provision for Taxation	10,10,755.00	(6,96,637.00)
Profit/(Loss after Tax	(1,02,36,568.41)	(87,18,588.79)
Add: Surplus brought forward	(7,18,53,774.74)	(6,31,35,185.95)
Balance carried to Balance Sheet	(8,20,90,383.50)	(7,18,53,774.74)

OPERATIONS

The operations of the Company for the year under review have resulted in the Gross Loss of Rs.
15,04,103.51 as against loss of Rs 33,00,907.97 in the previous year. After providing for interest,
depreciation and taxes, the Company has recorded a net loss of Rs. 1,02,36,568.41 as against loss of Rs
87,18,588.79 in the previous year. The gross revenue stood at Rs 12,80323.00 as against Rs. 533356.05
during the previous year.

DIVIDEND

In view of Loss during the year, your directors do not recommend any dividend.

SHARE CAPITAL

There was no change in the Authorized and Paid-up share capital of the Company during the year. During
the year under review, the Company has not issued shares with differential voting rights nor granted stock
options nor sweat equity.

PUBLIC DEPOSITS

During the financial year 2023-24, your Company has not accepted any deposit within the meaning of
Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

During the year under review, the Company has not made any Loans, Guarantees or Investments within the
meaning of the provisions of Section 186 of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the
company yet. Therefore, Company has not constituted a Corporate Social Responsibility Committee. The
provisions of a Corporate Social Responsibility shall be complied by the Company as and when applicable.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN 31^st MARCH, 2024 AND THE DATE OF THIS REPORT.

There were no material changes and commitments affecting the financial position of the Company between
the end of financial year (31^st March, 2024) and the date of this Report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL

The Managing Director and Whole-Time Directors of the Company do not receive any remuneration from
the Company till 2023-2024.

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

The information required Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part
of the Directors Report for the year ended 31st March, 2024

Disclosure relating to remuneration and other details as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 as provided in the Annual Report.

Having regard to the provision of the first proviso to section 136 (1) of the Act and as advised the Annual
Report excluding the aforesaid information is being sent to the Members of the Company. The said
information is available for inspection by the Members at the Registered Office of the Company during
business hours and any Member interested in obtaining such information may write to the Company
Secretary and same will be furnished.

DIRECTORS AND KEY MANAGERIAL PEROSNNEL

In accordance with the provisions of Companies Act, 2013 Mr. Hariom Prasad Agrawal (holding DIN:
03562889), Director retires by rotation and being eligible has offered himself for re-appointment.

Mr. Vishal Mishra, Managing Director & CEO and Mr. Dhruw N. Singh, Chief Financial Officer are the Key
Managerial Personnel of the Company in accordance with the provisions of Sections 2(51), 203 of the
Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as
specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the
Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also
confirmed that they meet the requirements of ''Independent Director'' as mentioned under Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The confirmations
were placed before and noted by the Board.

own performance, the Directors individually as well the evaluation of the working of its Audit, Nomination &
Remuneration, and Stakeholder Relationship Committee.

The directors expressed their satisfaction with the evaluation process.

BUSINESS RISK MANAGEMENT

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has adhered to the principles of sound risk management
and has a Risk Management Policy in Place.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a
pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to
achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management,
in order to guide decisions on risk related issues.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use
or disposition of its assets. All the transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting Standards for properly maintaining
the books of accounts and reporting financial statements. The internal auditor of the company checks and
verifies the internal control and monitors them in accordance with policy adopted by the company. The
Company continues to ensure proper and adequate systems and procedures commensurate with its size
and nature of its business.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Company has a whistle
blower policy in place for its Directors and Employees to report concern about unethical behavior, actual or
suspected fraud or violation of the Company''s code of conduct. The functioning of the vigil mechanism is
reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied
access to the Audit Committee of the Board. During the year, under review, the Company did not receive
any compliant under the said Mechanism.

BOARD COMMITTEES

The Board of Directors has constituted four committees, viz;

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholder''s Relationship Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the
year are provided in Report on Corporate Governance.

During the year Five Board Meetings were held. The details of which are given in Corporate Governance
Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the
time gap between the two meetings.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section on 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors
confirms that:

a) that in the preparation of the annual financial statements for the year ended March 31, 2024, the
applicable accounting standards have been followed along with proper explanation relating to material
departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and
applied consistently and judgment and estimates have been made 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 Losses of the
Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and
were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis
and were in the ordinary course of the business. There are no materially significant related party
transactions made by the company with Promoters, Key Managerial Personnel or other designated persons
which may have potential conflict with interest of the company at large.

All Related Party Transactions are placed before the Audit Committee & Board for their approval.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts which would impact the
going concern status of the Company and its future operations.

SECRETARIAL AUDITOR REPORT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services
of Company Secretary in Practice to conduct the Secretarial Audit of the Company for the financial year
ended March 31, 2023.

The Secretarial Audit Report (in Form No. MR. 3) is attached as "Annexure-A"to this Report.

EXPLANATION TO SECRETARIAL AUDITOR''S REMARKS.

Company''s management are in process of filling the pending returns with concerned Registrar of
Companies.

COVID-19

The Covid-19 impact remains a serious concern for governments and businesses. The Company has
implemented Standard Operating Procedures of social distancing, work from home, workplace sanitization
and employee health monitoring, and these are being followed strictly at Office. Company has also taken
various Initiatives focusing on safeguarding workforce health. The Company is taking all necessary measures

in terms of mitigating the impact of the challenges being faced in the business. It is focused on controlling
costs, maintaining liquidity and closely monitoring to the operations.

AUDITORS

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014, M/s A R M S & ASSOCIATES., Chartered Accountants (Firm Registration No, 013019N) were
appointed as Statutory Auditors of the Company for a term of five years to hold office from the conclusion of the
12th Annual General Meeting till the conclusion of the 17th Annual General Meeting of the Company.

The requirement of seeking ratification of the members for continuance of Statutory Auditors appointment
has been withdrawn consequent to changes in the Companies (Amendment) Act, 2017 w.e.f. May 7, 2018.
Hence, the resolution seeking ratification of the members for their appointment is not being placed at the
ensuing Annual General Meeting.

AUDITORS'' REPORT

The observations made by the Auditors in their Report read with the relevant notes as given in the notes on
financial statements for the year ended 31st March, 2024 are self-explanatory and therefore do not call for
any further comments. There is no qualified or modified opinion on any matters by the Auditors except
some TDS deduction matter.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The reports on Corporate Governance and Management Discussion and Analysis for the year under review,
as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 form part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed particulars of conservation of energy, technology absorption as stipulated under Section 134
of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to your
company as we are neither a manufacturing company nor the operation of your Company are not energy
intensive.

EXTRACT OF ANNUAL RETURN

In terms of Section 134(3)(a) of the Act, the extract of Annual Return of the Company in the prescribed Form
for the Financial Year 2023-24, has been placed on the website of the Company and can be accessed at
www.jointeca.com.

INSURANCE

All the properties of the Company are adequately insured.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013.

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on
prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed
hereunder.

Your Directors further state that as on date there is no case filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and gratitude to the Company''s Bankers, Educational
Institutions, Customers and other Authorities for their support, co-operation, guidance and assistance. The
Board is also grateful to the shareholders for their continued confidence. The Board of Directors takes this
opportunity to express their appreciation of the sincere efforts put in by the staff and executives at all the
levels and hopes that they would continue their dedicated efforts in the future too.

For and on behalf of the Board

Place: Mathura
Date: 06.09.2024

Vishal Mishra Hariom Prasad Agrawal

Managing Director Director

DIN:03363363 DIN: 03562889

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Mar 31, 2013

To The Members,

The Directors have great pleasure in presenting the Second Annual Report and the Audited Accounts of your Company for the year ended 31st March 2013.

FINANCIAL RESULTS

Year Ended Year Ended Particulars 31.03.2013 (Amount inRs.) 31.03.2012 (Amount in Rs.)

Income from Operations and Other Income 39,861,853.14 13,365,689.68

Profit before Interest & Depreciation 10,393,536.32 2,957,204.46

Less: Interest & Bank charges 202,026.41 0.00

Less: Depreciation 6,148,605.46 2,111,542.50

Profit before Tax 4,042,904.45 845,661.96

Less: Provision for Taxation 1,249,257.00 261,310.00

Profit after Tax 2,793,647.45 584,351.96

Add: Surplus brought forward 584,351.96 0.00

Balance carried to Balance Sheet 3,377,999.41 584,351.96

OPERATIONS

The operations of the Company for the year under review have resulted in the gross profit of Rs. 1,03,93,536.32 as against Rs. 29,57,204.46 in the previous year. After providing for interest, depreciation and taxes, the Company has recorded a net profit of Rs. 27,93,647.45 as against Rs. 5,84,351.96 in the previous year. The gross revenue stood at Rs. 3,98,61,853.14 as against Rs. 1,33,65,689.68 during the previous vear.

The year 2012-13, remained a challenging year both from domestic and global scenario. While the European financial crisis continued for this year, the domestic economy also suffered due to high inflation and uncontrolled fiscal deficit. The uncertain political scenario coupled with the scams & corruption cases in the Country also affected the sentiments in the markets. However, due to prudent management policies your Company''s performance remained reasonably good.

FUTURE OUTLOOK

We are the choice of more than 3000 users for empowering their schools, institutions and universities. We have the expertise in developing and implementing Educational Management Solutions. We also have a team of the professionals that has an in depth knowledge of education system and trends.

We are an ISO 9001:2008 certified IT Company and also listed on Bombay Stock Exchange SME Platform We have successfully delivered Educational ERP solutions to many big Group and Societies. We have a huge channel partner network with a presence in more than 100 cities in India. We also have our channel partners in Dubai, Bahrain, Nepal, Sri Lanka, and Cambodia. All these will result into great business opportunity in the coming years.

ABOUT OUR PRODUCTS

Guru Seva (An Educational Management ERP)

The research work of last couple of years has resulted in to coming out with a unique product for enabling better management of education system covering almost every domain of this of the education field.

We offer this solution in Single and Multiuser as a desktop application. We are offering this solution in different versions This solution covers more than 30 verticals of the education system and is equally beneficial for the schools providing primary education, higher secondary and higher education throughly as designed after researching fundamental practices of education system. This solution is built on latest technologies and provides more than 450 reports on different verticals.

We have also designed and developed a web based version of Guru Seva. This solution provided an extra edge to the educational institutions as the management is not bound to sit in the school/ college premises in order to see the reports.

Another considerable point is this that we are offering Guru Seva in BOOT and SaaS Model that very few companies are doing right now.

We are affordable in comparison to other players and our implementation time is minimal. After a bit of support and implementation the user gets ready to use Guru Seva and delivers results to the management.

The feedback of our dealer network is good and today we have more than 100 dealers and channel partners with us in various cities in India and in International market.

Shiklo.in (Educational Portal)

We have designed and developed a unique product named shiklo.in for online home-work and subject assistance to students from standard 5th to 11th.

We are calling it unique not because we provide content and online tests on shiklo but we are providing subject experts and online home tutors who are available from 7:00 AM to 9:00 PM to our students. The students can chat with them using different text, audio and video chat options bundled with shiklo.

Other than this we have a lot more for students like subject content, online test generator etc. and thus they can use and learn on their own. Shiklo is very much cost effective in comparison to the traditional home tuitions and per day cost comes to as minimum of Rs. 10.00 per day.

There are other players also in the market who are provide technology solutions to the schools but most of them are offering either subject content or school management solution . This has been the reason that we have always stood ahead of them as we are providing complete solution including Educational Management ERP as well as Online Education.

If on an average we say that there are 700 students in each school then we have a database of 2100000 students and we are very much sure that initially we can get 210000 students registered with us on shiklo.in i.e. 10% of the total database we have with us and this will be our direct approach to the students and their parents.

NEW PRODUCTS

We are getting into new products and services while maintaining our existing products, market and customer base. We are offering Guru Seva integrated with Tablet PCs. This will be highly beneficial for teachers, students and the management as they all will be sharing information and will be live with each other. This will definitely increase the performance of teachers and students and the overall quality of education will be improved.

We are also planning to setup shiklo hubs in different cities where we are already present. In these hubs we will provide utilities to the students at on reasonable prices. We will also setup video conferencing systems on these hubs where the students can directly communicate with shiklo experts and tutors. This will be a virtual class room where the students can attend the classes as per their batch schedules. This is going to be an entirely new kind of experience to the students.

We are also going to launch the premium high end version of our Educational Institutions Management Solution named as ''Edmentor''. This is an automation solution bundled with all the high end technologies like GPS for school Transport, RFID for Student tracking and Library, Cafeteria and Fees Management. The students and Teacher will be given Tablet PCs. This will also be equipped with the content custom built as per the curriculum of the School/Institution.

INITIAL PUBLIC OFFER

During the year your company came out with an IPO for 35,84,000 Equity Shares of Rs 10/- each at a premium of Rs 5/- each per share. The IPO was subscribed by 1.26 times. The company got its equity shares listed on BSE SME Platform on 4th September 2012. Initial Public Offer of your Company was opened on 16th August 2012 and closed on 21st August 2012. M/s. Ajcon Global Services ltd. was the lead manager of the issue.

SHARE CAPITAL

During the year the Company allotted 35,84,000 Equity Shares of the Face Value of Rs. 10/- each in IPO at a premium of Rs 5/- per share, consequentiy, the number of issued, subscribed and paid up capital increased from 64,31,300 Equity Shares to 1,00,15,300 Equity Shares of Rs. 10/- each aggregating Rs. 10,01,53,000/-

UTILISATION OF IPO FUND

During the year your Company raised fund through Initial Public Offer for objects as mentioned in Prospectus and has utilised major amount towards the object stated in the prospectus. The IPO funds have been utlised in expansion of our product "Guruseva" which is an Educational ERP Solution, under BOOT Model through Cloud Computing solutions, to establish and expand infrastructure for B2B Educational Portal www.shiklo.in, to meet the promotion and branding expenses for setting up robust sales network for our products. The Unutilized amount at the end of the year was kept in the bank fixed deposit.

DIVIDEND

In order to conserve the resources for expansion of business and working capital needs, your directors do not recommend any dividend.

DIRECTORS

In accordance with the provisions of Section 255 & 256 of the Companies Act, 1956 and Article of Association of the Company, Mr. Umesh Chand Sharma & Mr. Vivek Mishra, Directors, retire by rotation and being eligible offer himself for re-appointment at the ensuing Annual General Meeting.

Brief resume of the Directors proposed to be reappointed, nature of his expertise in specific functional areas and name of companies in which he holds directorship and memberships/Chairmanship of Board Committees, as stipulated under Clause 52 of Listing Agreement with the Stock Exchange in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public within the meaning of section 58A & 58AA of the Companies Act, 1956 and the rules made there under.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of Corporate Governance. To comply with the conditions of Corporate Governance, pursuant to Clause 52 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Auditor Certificate and shareholders information form a part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departure from the same;

ii. that the selected accounting policies were applied consistently and the directors 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 31st March, 2013 and of the profit of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual accounts have been prepared on a "going concern" basis.

INSURANCE

All the properties of the Company are adequately insured. The Company is also adequately insured for its activities

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

Particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable, as the Company is not engaged in manufacturing activities.

The Company has not earned foreign exchange during the financial year 2012-13. The company has not made any expenditure in foreign currency during the year.

EMPLOYEE INFORMATION

No information pursuant to Section 217 (2A) of the Companies Act, 1956 is attached, as there was no employee drawing remuneration in excess of limits prescribed.

AUDITORS

M/s. J.P. Associates, Chartered Accountants, Jhansi, Auditors of the Company having Firm Registration No. 004743C, retires at the ensuing Annual General Meeting, are eligible for re-appointment. Their appointment is recommended to hold office until the conclusion of the forthcoming Annual General Meeting. The Company has received certificate from the Auditors to the effect that tiieir reappointment, if made, will be in accordance with sub-section (IB) of section 224 of the Companies Act, 1956.

The Audit Committee and the Board of directors therefore recommend M/s. J.P. Associates, Chartered Accountants as Statutory Auditors of the Company for the year 2013-14 for the approval oi shareholders.

AUDITORS'' REPORT & CERTIFICATION

The Auditors'' Report forms the part of this Annual Report. The Auditors have also certified the Company''s compliance requirements of Corporate Governance in terms of Clause 52 of the Listing Agreement and the same is enclosed as an annexure to the Report on Corporate Governance.

The observations made by the Auditors in their Report read with the relevant notes as given in the notes on financial statements for the year ended 31st March, 2013 are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and gratitude to the Company''s Bankers, Educational Institutions, Customers and other Authorities for their support, co-operation, guidance and assistance. The Board is also grateful to the shareholders for their continued confidence. We would also like to express our sincere thanks to the BSE, SEBI and Merchant Bankers, Underwriters & Market Makers for their Support and guidance during over IPO this year.

The Board of Directors takes this opportunity to express their appreciation of the sincere efforts put in by the staff and executives at all the levels and hopes that they would continue their dedicated efforts in die future too.

For and on behalf of the Board

Place: Mathura

Date: 28.05.2013 (Vishal Mishra)

Managing Director