Directors Report of Virtual Global Education Ltd.

Mar 31, 2025

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

1.FINANCIAL HIGHLIGHTS

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

(Amt in Lakhs)

	PARTICULARES	STANDALONE		CONSOLIDATED
		31.03.2025	31.03.2024	31.03.2025	31.03.2024
	Total Revenue	105.66	67.06	105.66	67.06
Less:	Total Expenditure	143.06	248.69	143.26	249.14
	Net Profit/(Loss) before Tax (PBT)	(37.39)	(181.62)	(37.59)	(182.08)
Less:	Provision for Income Tax- Current
	Provision for Deferred Tax	0.93	0.94	0.93	0.93
	Profit/(Loss) After Tax	(38.33)	(182.56)	(38.53)	(183.01)
Add:	Share of profit / (loss) of Minority
	Net Profit/ (Loss) after taxes, minority interest and share of profit/(loss) of associates	(38.33)	(182.56)	(38.53)	(183.01)

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

2. STATE OF COMPANY''S AFFAIRS AND OPERATIONS

Standalone Financials

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

Consolidated Financials

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

3. DIVIDEND AND TRANSFER TO RESERVES

During the year under review, the Company has not earned profit and hence your Director
proposes to plough back the profits in the business of the Company. Accordingly, the Board of
Directors has not recommended any dividend for the financial year 2024-25 and there has been
no transfer to General Reserve.

4. CAPITAL STRUCTURE
Authorised Share Capital

The Authorised Share Capital of the Company as at March 31, 2025 was Rs. 100,00,00,000.

Paid up Share Capital

The Paid-up share capital as at March 31, 2025 stands at Rs. 42,36,63,698 comprising of
42,36,63,698 equity shares of Rs.1/- each fully paid up.

During the year, the Company has issued and allotted 14,25,00,000 warrants, each convertible
into one equity share of Rs 1/- each, on Preferential allotment basis at an issue price of Rs 1/- per
warrant (Including Premium), to the certain identified non-promoter persons/entity and other
public category upon receipt of 25% of the issue price (i.e. Rs. 0.25 per warrant) as warrant
subscription money. Balance 75% of the issue price (i.e. Rs 0.75 per warrant) shall be payable
within 18 months from the date of allotment (Allotment date: 09.08.2024) at the time of
exercising the option to apply for fully paid-up equity share of Re 1/- each of the Company,
against each warrant held by the warrant holder. The respective allottees have not yet exercised
their option for conversion of the warrants into equity shares and accordingly, balance 75%
money towards such remaining warrants is yet to be received.

5. CHANGE IN NATURE OF BUSINESS

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

6. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitment affecting the financial position of the Company
occurring between March 31, 2025 and the date of Board Report.

7. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sr. No.	Name of Director/KMP	Designation	Date of Appointment	Date of Cessation
1.	Ms. Shikha	Managing Director	15/01/2024	-
2.	Dr. Kanhaiya Tripathi	Independent Director	07/01/2015	06/01/2025
3.	Mr. Ankit Sharma	Chief Financial Officer	03/01/2024	11/02/2025
4.	Dr. Anubha Chauhan	Independent Director	10/02/2021	-
5.	Dr. Rahul Misra	Independent Director	14/11/2023	-
6.	Mr. Ankit Sharma	Executive Director	15/01/2024	11/02/2025
7.	CS Shivani Jindal	Company Secretary and Compliance Officer	25/08/2023	22/08/2024
8.	CS Neha Yadav	Company Secretary and Compliance Officer	14/11/2024
9.	Mr. Satyendra Aryan	Chief Executive Officer	14/02/2025	-
10.	Mr. Nirbhay Kumar Roy	Chief Finance Officer &Additional Executive Director	28/05/2025
11.	Mr. Sunil Kumar Gupta	Additional Non Executive Independent Director	09/08/2024	16/10/2024
12.	Mr. Ponnaluri Venkata Sridhar	Additional Non Executive Independent Director	09/08/2024

Appointment, Re-appointment and Resignation of Directors & KMP

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

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

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

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

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

Brief profile of the Directors being appointed/ re-appointed and other details as stipulated under
Secretarial Standard-2 and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are provided in the Notice commencing the 32^nd AGM.

8. DECLARATION BY THE INDEPENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria of Independence as
provided in the Section 149 and Regulation 16(1) (b) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have
complied with the Company''s code of conduct.

9. ANNUAL RETURN

The copy of Annual Return of the Company as on March 31, 2025 in accordance with Section 92
(3) of the Act read with Companies (Management and Administration) Rules, 2014, is available on
the website of the Company at www.virtualeducation.co.in .

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force), the Directors of the Company state that:

• in the preparation of the annual accounts for the financial year ended March 31, 2025, the
applicable accounting standards and Schedule III of the Companies Act, 2013, have been
followed and there are no material departures from the same;

• the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at March 31, 2025 and of the profit and loss of the
Company for that period;

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

• the Directors had prepared the annual accounts on a going concern basis;

• the Directors had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and

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

11. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION AND DISCHARGE
OF THEIR DUTIES

The Company has adopted a Nomination and Remuneration Policy on Director''s
Appointment and Remuneration including criteria for determining qualifications, positive
attributes, independence of a Director and other matters as provided under Section 178(3) of
the Companies Act, 2013. The Policy is enclosed in Annexure-1 as a part of this report in
compliance with Section 134(3) of the Companies Act, 2013.

12. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT. 201 3

The details of the Loan given by the Company are mention in Note No. 14 to 16 of the Audited
Financial Statements. The Company has not given any Guarantee to any person and made any
investment during the year under review.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT. 201 3

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

There are no material significant related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict
with the interest of the Company at large. Transactions with related parties entered by the
Company in the normal course of business are periodically placed before the Audit
Committee of the Company for its approval.

The policy on materiality of Related Party Transactions and also on dealing with Related
Party Transactions as approved by the Board of Directors is uploaded on the website of the
Company.

In compliance with Section 134(3) of the Companies Act, 2013, particulars of contracts or
arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013
are enclosed, in the Form AOC-2, as a part of this report. Annexure-2

14. AUDITORS'' AND AUDIT REPORTS

(i) Statutory Auditors

The Board of Directors had appointed of M/S Asha & Associates, Chartered Accountants

(Firm Registration No: 024773N)as Statutory Auditor of the Company of the company to hold
office for a period of 5 years i.e. from the conclusion of 29^th Annual General Meeting till 34^th
Annual General Meeting on such remuneration as may be fixed by the Board of Director in
consultation with the Auditor.

(ii) Auditors Report

The Auditors'' Report for the financial year ended March 31, 2025 on the financial statements
of the Company forms a part of this Annual Report. There are no qualifications on the
Auditors'' Reports. (Refer Audit Report annexed herewith).

(iii) Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had
appointed M/s Chandan J & Associates, Practicing Company Secretary to undertake the
Secretarial Audit of the Company. The Secretarial Auditors have submitted their report,
confirming compliance by the Company of all the provisions of applicable corporate laws.
The Report does contain one qualification, the views of management on that is mentioned in
this Board Report. The Secretarial Audit Report is annexed as Annexure-3 to this report.

The Board has appointed M/s Chandan J & Associates, Practicing Company Secretary as
Secretarial Auditors of the Company for the financial year 2024-25.

(iv) Internal Auditor

The Company has appointed M/s Chandni Singla & Associates, Chartered Accountants as
internal auditors of the company pursuant to section 138 of the Companies Act, 2013 read
with Rule 13 of Companies (Accounts) Rules, 2014

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR

During the year, the Board met Four times. The details of the Board/ Committee Meetings
and the attendance of Directors are provided in the Corporate Governance Report, attached
as Annexure-4 to this Report. The intervening gap between the meetings was within the

period prescribed under the Companies Act, 2013, Secretarial Standard-1 and Listing
Regulations.

16. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION

There were qualifications, reservations or adverse remarks made by the Statutory Auditors
of the Company. Kindly refer Independent Auditor''s Report.

M/s Apoorv & Associates, Practicing Company Secretary has mentioned some Qualification in
the Secretarial Audit Report regarding the Non Compliance of Section 149 of the Companies
Act 2013. The Qualification is as follows;

1. Mr. Rahul Misra, Mr. Kanhaiya Tripathi and Ms. Anubha Chauchan, independent
directors in the company have not applied to the institute for inclusion of their name in
the data bank and have not passed self-assessment test as conducted by the Indian
Institute of Corporate Affairs (IICA) during the year ended March 31, 2024. Hence they
stand ineligible to be appointed as such in the office of independent directors in the
Company. It is a violation of Regulation 17 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Section 149 of the Companies Act,
2013 and rules made there under. However, Dr. Kanhaiya Tripathi have been registered
on the IICA portal.

2. Company is the SDD compliant.

3. Pursuant to Regulations33 of SEBI (LODR), Regulations 2015,The listed entity shall
submit annual audited standalone financial results for the financial year, within sixty
days from the end of the financial year along with the audit report. Provided that if the
listed entity has subsidiaries, it shall, while submitting annual audited standalone
financial results also submit annual audited consolidated financial results along with
the audit report.

However, the Company has a subsidiary but the listed entity has submitted only
standalone results of Quarter 1 (April to June) for FY 2023-2024 to the exchange.

4. Mr. Sonu Ghosh Company Secretary and the compliance officer of the company has
resigned from the post of the Company Secretary and compliance officer w.ef.
05/01/2023 but the new Company Secretary Ms. Shivani Jindal appointed as Company
Secretary and compliance officer w.ef 25/08/2023. It is a non-compliance of
Regulations 6 of SEBI (LODR), Regulations 2015.However, company have paid SOP
fines in this regard.

5. Pursuant to Regulations23(9) of SEBI (LODR), Regulations 2015,The listed entity
shall submit within 30 days from the date of publication of its standalone and
consolidated financial results for the half year, disclosures of related party transactions
on a consolidated basis.

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

7. The Company have to submit Related Party Disclosure till 25/05/2023 but the
company has submitted the disclosure on 09/06/2023 with the delay of 13 days for
submission. However, company have paid SOP fines in this regard.

8. The Board of Directors of the Company is not constituted with proper balance of
Executive Directors, Non-Executive Directors and Independent Directors because of
ineligible Independent Directors. The Changes in the composition of the Board of
Directors that took place during the period were carried out in compliance with the
provisions of the Act. However company has appointed two Independent directors, who
have registered on IICA portal. So, now company have constituted proper balance of
BOD.

17. RISK MANGEMENT POLICY

Your Directors have adopted a Risk Management Policy for the Company. The Audit
Committee and the Board of Directors of the Company review the risks, if any involved in the
Company from time to time and take appropriate measures to minimize the same. The Audit
Committee ensures that the Policy for Risk Management is adopted across the Company in an
inclusive manner.

18. ORDERS PASSED BY THE REGULATORS OF COURTS, IF ANY

No significant or material orders were passed by the Regulators, Courts or Tribunals
impacting the going concern status and Company''s operations in future.

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

The Company''s internal control systems are supplemented by an extensive programme of
internal audit by an independent professional agency and periodically reviewed by the Audit
Committee and Board of Directors. The internal control system is designed to ensure that all
financial and other records are reliable for preparing financial statements, other data and for
maintaining accountability of assets.

20. PERFORMANCE EVALUATION OF THE BOARD

The Board of Directors has carried out an annual evaluation of its own performance, board
committees and individual directors pursuant to the provisions of the Act and SEBI Listing
Regulations. The performance of the Board was evaluated by the Board after seeking inputs
from all the directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the
committees was evaluated by the board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee
meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017. In a separate meeting of
independent directors, performance of non-independent directors, the Board as a whole and
the Chairman of the Company was evaluated, taking into account the views of executive
directors and non-executive directors

The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual director
to the board and committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc. At the board meeting
that followed the meeting of the independent directors and meeting of Nomination and
Remuneration Committee, the performance of the Board, its Committees, and individual
directors was also discussed. Performance evaluation of Independent Directors was done by
the entire Board, excluding the independent director being evaluated

21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The criteria of Corporate Social Responsibility as prescribed under Section 135 of the
Companies Act, 2013 is not applicable on the Company. Thus, there is no requirement to
constitute a CSR committee, formulate the policy and spent amount on Corporate Social
Responsibility.

22. VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/ Whistle Blower Policy and overseas
through the committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against victimization of
employees and Directors who express their concerns. The Company has also provided direct
access to the chairman of the Audit Committee on reporting issues concerning the interests of
co- employees and the Company. The Whistle Blower policy as approved by the Board has
been uploaded on the website of the Company i.e. www.virtuaIeducation.co.in.

23. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT. 201 3 AND RULE 5 OF THE
COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES.
2014

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule
5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the names and other particulars of employees are set out in the annexure to the Directors''
Report and forms part of this report.

The Ratio of the remuneration of each Director to the median employee''s remuneration and
other details in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are
forming part of this report as Annexure -5.

24. FIXED DEPOSIT

During the year under review, the Company has not accepted any deposits covered within
the meaning of Section 73 to 76 of the Companies Act, 2013 and Companies (Acceptance of
Deposits) Rules, 2014. Further there are no deposits unclaimed or pending in the Books of
the Company.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO

Since the Company do not involve in any manufacturing or processing activities, the
particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts)Rules, 2014 regarding conservation of energy and
technology absorption are not applicable. Further there was no Foreign Exchange earnings
and outgo during the Financial Year 2024-2025 and the same has been attached as
Annexure 6.

26. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has Incorporated Subsidiary Company in the name of M/s Shikshan School
Private Limited.

The Details of Subsidiary Company are as-

Particulars	Details
Name:	Shikshan School Private Limited
Date of Incorporation:	25th March 2022
Face Value of Equity Share	Rs. 10/- each
Authorised Capital:	Rs. 1,00,000 (Rs. One Lac Only)
Paid Up Capital:	Rs. 1,00,000 (Rs. One Lac Only)
Shareholding (No. of shares &%)	5100 Equity Shares; 51%
Commencement of Business:	Yet to commence business

The company does not have any Joint Ventures or any associate companies.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report, as stipulated under the Listing Regulations is
presented in a separate Section forming part of this Annual Report.

28. SEXUAL HARRASMENT POLICY under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013

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

Number of complaints	Number of complaints disposed	Number of cases pending for
of sexual harassment	of during the year	more than 90 days
received during the
year:
0	0	0

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

29.BOARD COMMITTEES (COMPOSITION AND HIGHLIGHTS OF DUTIES AND
RESPONSIBILITIES

Audit Committee

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

1. Ponnaluri Venkata Sridhar

2. Dr. Rahul Misra

3. Dr.Anubha Chauhan

The Power, role and terms of reference of the Audit Committee covers the areas as
contemplated under Regulation 18 and part C of Schedule II of SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015 and Section 177 of the Companies Act, 2013 and
such other function as may be specifically delegated to the Committee by the Board from time
to time.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee as on dated 31.03.2025 consists of the
following members;

1. Ponnaluri Venkata Sridhar

2. Dr. Rahul Misra

3. Dr.Anubha Chauhan

The Power, role and terms of reference of the Nomination and Remuneration Committee
covers the areas as contemplated under Regulation 19 and part D of Schedule II of SEBI
(Listing Obligations and Disclosure Requirement) Regulations, 2015 and Section 178 of the
Companies Act, 2013, besides other terms as may be referred by the Board of Directors.

Stakeholder''s Relationship Committee

The Stakeholder''s Relationship Committee consists of the following members

1. Ponnaluri Venkata Sridhar

2. Dr. Rahul Misra

3. Dr.Anubha Chauhan

The Committee, inter-alia, reviews issue of duplicate certificates and oversees and review all
matters connected with the Company''s transfer of securities. It look into redressal of
shareholder''s/ investors complaints related to transfer of shares, non - receipt of balance
sheet, non-receipt of declared dividend etc. And such other functions as may be specifically
delegated to the Committee by the Board from time to time.

30. INVESTOR SERVICES

In its endeavour to improve investor services, your Company has taken the following initiatives:

• An Investors and information Section on the website of the Company
www.virtualeducation.co.in has been created.

• There is a dedicated e-mail id [e-mail] for sending
communications to the Authorized Person or the Company Secretary.

31. CORPORATE GOVERNANCE

Your Company is committed to achieve the highest standards of Corporate Governance and
adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. Our
focus on corporate governance, where investor and public confidence in companies is no lo nger
based strictly on financial performance or products and services but on a Company''s structure, its
Board of Directors, its policies and guidelines, its culture and the behaviour of not only its officers
and Directors, but also all of its employees.

Our approach is proactive, starting with our Leadership Team. It is also deeply ingrained in our
corporate culture, guiding how we work and how we do business.

We continually discuss bylaws and governance practices, changing our policies when necessary
and pointing out areas where we need to improve our performance. We also compare our
practices to the criteria used by outside organizations to evaluate corporate performance.

A separate section on Corporate Governance standards followed by the Company, as stipulated
under regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is enclosed as an Annexure 7 to this report. The report on
Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

A requisite certificate from M/s Chandan J & Associates, Practicing Company Secretary,
confirming compliance with the conditions of Corporate Governance as stipulated under the
aforesaid schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, is attached as "Annexure A” to the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with the Code
of Conduct for Directors and Senior Management for the year ended March 31, 2025. A certificate
from the Whole-time Director confirming the same is enclosed as “Annexure B” to the Corporate
Governance Report

32. SECRETARIAL STANDARD

The Board of Directors confirms that the Company has adhered to all applicable mandatory
Secretarial Standards issued by the Institute of Company Secretaries (ICSI) from time to time.
This affirmation reflects the Company''s commitment towards maintaining the highest standards
of corporate governance.

33. DISCLOSURE UNDER SECTION 148 OF COMPANIES ACT, 2013

Company is not required to maintain the cost records and accounts as specified under section 148
of Companies Act, 2013 as it not applicable on the Company.

34. Disclosure Under the Maternity Benefits Act, 1961

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

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

35. OTHER DISCLOSURES

* No applications made or any proceedings pending under the Insolvency and Bankruptcy Code,
2016 during the year against the company.

* No One time Settlement made in respect of any loan from Banks and Financial Institution.

36. DEPOSITORY

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

37. PROHIBITION OF INSIDER TRADING

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

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

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

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

39. CAUTIONARY STATEMENT

The statements contained in the Board''s Report and Management Discussion and Analysis contain
certain statements relating to the future and therefore are forward looking within the meaning of
applicable securities, laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime,
other statues, market forces and other associated and incidental factors may however lead to
variation in actual results.

40. ACKNOWLEDGEMENTS

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

For and on behalf of
Virtual Global Education Limited

SD/- SD/-

Date: 30.07.2025 Shikha Nirbhay Kumar Roy

Place: New Delhi Managing Director Director

DIN:07013436 DIN:08022614

---

Mar 31, 2024

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

1.FINANCIAL HIGHLIGHTS

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

(Amt in Lakhs)

	PARTICULARES	STANDALONE		CONSOLIDATED
		31.03.2024	31.03.2023	31.03.2024	31.03.2023
	Total Revenue	67.06	133.45	67.06	133.45
Less:	Total Expenditure	248.69	51.13	248.69	51.13
	Net Profit/(Loss) before Tax (PBT)	(181.62)	82.32	(181.62)	82.32
Less:	Provision for Income Tax- Current		18.75		18.75
	Provision for Deferred Tax	0.94	2.66	0.94	2.66
	Profit/(Loss) After Tax	(182.56)	60.92	(182.56)	60.92
Add:	Share of profit / (loss) of Minority			(0.28)	(0.04)
	Net Profit/ (Loss) after taxes, minority interest and share of profit/(loss) of associates	(182.56)	60.92	(182.84)	60.88

The Financial Statement, in accordance with the Companies Act, 2013 ("the Act”), Regulation
34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI
Listing Regulations’) and applicable Accounting Standards forms part of this Report.

2. STATE OF COMPANY''S AFFAIRS AND OPERATIONS

Standalone Financials

The total revenue of your Company for the financial year 2023-24 is Rs. 67.06 (In Lakhs) as
compare to Rs. 133.45 (In Lakhs) for the previous financial year 2022-23. The Net Profit
before tax stood at Rs. (181.62) (In Lakhs) as against Rs. 82.32 (In Lakhs) in the previous

year. The profit after Tax is Rs. (182.56) (In Lakhs) as against Profit after Tax Rs. 60.92 (In
Lakhs) in the previous year.

Consolidated Financials

The total revenue of your Company for the financial year 2023-24 is Rs. 67.06 (In Lakhs) as
compare to Rs. 133.45 (In Lakhs) for the previous financial year 2022-23. The Net Profit
before tax stood at Rs. (181.62) (In Lakhs) as against Rs. 82.32 (In Lakhs) in the previous
year. The profit after Tax, minority interest and share of profit/(loss) of associates is Rs.
(182.84) (In Lakhs) as against Profit after Tax Rs. 60.88 (In Lakhs) in the previous year.

3. DIVIDEND AND TRANSFER TO RESERVES

During the year under review, the Company has not earned profit and hence your Director
proposes to plough back the profits in the business of the Company. Accordingly, the Board of
Directors has not recommended any dividend for the financial year 2023-24 and there has been
no transfer to General Reserve.

4. CAPITAL STRUCTURE
Authorised Share Capital

The Authorised Share Capital of the Company as at March 31, 2024 was Rs. 57,00,00,000
Paid up Share Capital

The Paid-up share capital as at March 31, 2024 stands at Rs. 42,36,63,698 comprising of
42,36,63,698 equity shares of Rs.1/- each fully paid up.

During the year, the Company has issued and allotted 14,25,00,000 warrants, each convertible
into one equity share of Rs 1 /- each, on Preferential allotment basis at an issue price of Rs 1/- per
warrant (Including Premium), to the certain identified non-promoter persons/entity and other
public category upon receipt of 25% of the issue price (i.e. Rs. 0.25 per warrant) as warrant
subscription money. Balance 75% of the issue price (i.e. Rs 0.75 per warrant) shall be payable
within 18 months from the date of allotment (Allotment date: 09.08.2024) at the time of
exercising the option to apply for fully paid-up equity share of Re 1/- each of the Company,
against each warrant held by the warrant holder. The respective allottees have not yet exercised
their option for conversion of the warrants into equity shares and accordingly, balance 75%
money towards such remaining warrants is yet to be received.

5. CHANGE IN NATURE OF BUSINESS

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

6. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitment affecting the financial position of the Company
occurring between March 31, 2024 and the date of Board Report.

7.PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sr. No.	Name of Director/KMP	Designation	Date of Appointment	Date of Cessation
1.	Ms. Shikha	Managing Director	15/01/2024	-
2.	Mr.Prasanna Laxmidhar Mohapatra	Whole Time Director	06/06/2022	10/11/2023
3.	Dr. Kanhaiya Tripathi	Independent Director	07/01/2015	-
4.	Mr. Ankit Sharma	Chief Financial Officer	03/01/2024	-
5.	Dr. Anubha Chauhan	Independent Director	10/02/2021	-
6.	Mr.Prasanna Laxmidhar Mohapatra	Chief Executive Officer	01/06/2021	10/11/2023
7.	Dr. Rahul Misra	Independent Director	14/11/2023	-
8.	Mr. Ankit Sharma	Executive Director	15/01/2024	-
9.	CS Shivani Jindal	Company Secretary and Compliance Officer	25/08/2023
10.	Mr. Sunil Kumar Gupta	Additional Non Executive Independent Director	09/08/2024
11.	Mr. Ponnaluri Venkata Sridhar	Additional Non Executive Independent Director	09/08/2024

Appointment, Re-appointment and Resignation of Directors & KMP

• Mr. Prasanna, Laxmidhar Mohapatra has resigned from the post of Whole time Director
and CEO of the Company w.e.f. 10^th November, 2023.

• Ms. Shikha, have designated as the Managing director w.e.f. 15 ^th January, 2024.

• Mr. Ankit Sharma, Executive Director of the Company will retire at the ensuing Annual

General Meeting and being eligible, has offered himself for re-appointment. The Board
recommends his re-appointment.

• The Board of Directors of the Company at their meeting based on the recommendation of
Nomination & Remuneration Committee had approved the appointment of Mr. Ankit

Sharma as Chief Financial Officer w.e.f. 03^rd January, 2024 and as Executive Director w.e.f.
15 ^th January, 2024 of the Company.

• The Board of Directors of the Company at their meeting based on the recommendation of
Nomination & Remuneration Committee had approved the appointment of Mr. Sunil
Kumar Gupta and Mr. Ponnaluri Venkata Sridhar as Additional Non Executive
Independent Director w.e.f. 09^th August, 2024.

Brief profile of the Directors being appointed/ re-appointed and other details as stipulated under
Secretarial Standard-2 and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are provided in the Notice commencing the 31^st AGM.

8. DECLARATION BY THE INDEPENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria of Independence as
provided in the Section 149 and Regulation 16(1) (b) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have
complied with the Company''s code of conduct.

9. ANNUAL RETURN

The copy of Annual Return of the Company as on March 31, 2024 in accordance with Section 92
(3) of the Act read with Companies (Management and Administration) Rules, 2014, is available on
the website of the Company at www.virtualeducation.co.in .

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force), the Directors of the Company state that:

• in the preparation of the annual accounts for the financial year ended March 31, 2024, the
applicable accounting standards and Schedule III of the Companies Act, 2013, have been
followed and there are no material departures from the same;

• the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the
Company for that period;

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

• the Directors had prepared the annual accounts on a going concern basis;

• the Directors had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and

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

11. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT. REMUNERATION AND
DISCHARGE OF THEIR DUTIES

The Company has adopted a Nomination and Remuneration Policy on Director''s
Appointment and Remuneration including criteria for determining qualifications, positive
attributes, independence of a Director and other matters as provided under Section 178(3) of
the Companies Act, 2013. The Policy is enclosed in Annexure-1 as a part of this report in
compliance with Section 134(3) of the Companies Act, 2013.

12. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013

The details of the Loan given by the Company are mention in Note No. 14 & 16 of the Audited
Financial Statements. The Company has not given any Guarantee to any person and made any
investment during the year under review.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

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

There are no material significant related party transactions made by the Company with
Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict
with the interest of the Company at large. Transactions with related parties entered by the
Company in the normal course of business are periodically placed before the Audit
Committee of the Company for its approval.

The policy on materiality of Related Party Transactions and also on dealing with Related
Party Transactions as approved by the Board of Directors is uploaded on the website of the
Company.

In compliance with Section 134(3) of the Companies Act, 2013, particulars of contracts or
arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013
are enclosed, in the Form AOC-2, as a part of this report. Annexure-2

14. AUDITORS'' AND AUDIT REPORTS

(i) Statutory Auditors

The Board of Directors had appointed of M/S Asha & Associates,Chartered
Accountants(Firm Registration No: 024773N)as Statutory Auditor of the Company of the
company to hold office for a period of 5 years i.e. from the conclusion of 29^th Annual General
Meeting till

34^th Annual General Meeting on such remuneration as may be fixed by the Board of Director
in consultation with the Auditor.

(ii) Auditors Report

The Auditors'' Report for the financial year ended March 31, 2024 on the financial statements
of the Company forms a part of this Annual Report. There are no qualifications on the
Auditors'' Reports. (Refer Audit Report annexed herewith).

(iii) Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had
appointed M/s Apoorv & Associates., Practicing Company Secretary to undertake the
Secretarial Audit of the Company. The Secretarial Auditors have submitted their report,
confirming compliance by the Company of all the provisions of applicable corporate laws.
The Report does contain one qualification, the views of management on that is mentioned in
this Board Report. The Secretarial Audit Report is annexed as Annexure-3 to this report.

The Board has appointed M/s Apoorv & Associates, Practicing Company Secretary as
Secretarial Auditors of the Company for the financial year 2023-24.

(iv) Internal Auditor

The Company has appointed M/s Chandni Singla & Associates, Chartered Accountants as
internal auditors of the company pursuant to section 138 of the Companies Act, 2013 read
with Rule 13 of Companies (Accounts) Rules, 2014

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR

During the year, the Board met seven times. The details of the Board/ Committee Meetings
and the attendance of Directors are provided in the Corporate Governance Report, attached
as Annexure-4 to this Report. The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013, Secretarial Standard-1 and Listing
Regulations.

16. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION

There were qualifications, reservations or adverse remarks made by the Statutory Auditors
of the Company. Kindly refer Independent Auditor''s Report.

M/s Apoorv & Associates, Practicing Company Secretary has mentioned some Qualification in
the Secretarial Audit Report regarding the Non Compliance of Section 149 of the Companies
Act 2013. The Qualification is as follows;

1. Mr. Rahul Misra, Mr. Kanhaiya Tripathi and Ms. Anubha Chauchan, independent
directors in the company have not applied to the institute for inclusion of their name in
the data bank and have not passed self-assessment test as conducted by the Indian
Institute of Corporate Affairs (IICA) during the year ended March 31, 2024. Hence they
stand ineligible to be appointed as such in the office of independent directors in the
Company. It is a violation of Regulation 17 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Section 149 of the Companies Act,
2013 and rules made there under. However, Dr. Kanhaiya Tripathi have been registered
on the IICA portal.

2. Company is the SDD compliant.

3. Pursuant to Regulations33 of SEBI (LODR), Regulations 2015,The listed entity shall
submit annual audited standalone financial results for the financial year, within sixty
days from the end of the financial year along with the audit report. Provided that if the
listed entity has subsidiaries, it shall, while submitting annual audited standalone
financial results also submit annual audited consolidated financial results along with
the audit report.

However, the Company has a subsidiary but the listed entity has submitted only
standalone results of Quarter 1 (April to June) for FY2023-2024 to the exchange.

4. Mr. Sonu Ghosh Company Secretary and the compliance officer of the company has
resigned from the post of the Company Secretary and compliance officer w.e.f
05/01/2023 but the new Company Secretary Ms. Shivani Jindal appointed as Company
Secretary and compliance officer w.e.f 25/08/2023. It is a non-compliance of
Regulations 6 of SEBI (LODR), Regulations 2015.However, company have paid SOP
fines in this regard.

5. Pursuant to Regulations23(9) of SEBI (LODR), Regulations 2015,The listed entity
shall submit within 30 days from the date of publication of its standalone and
consolidated financial results for the half year, disclosures of related party transactions
on a consolidated basis.

6. Company have paid all SOPfines. Now no SOPfines on the company.

7. The Company have to submit Related Party Disclosure till 25/05/2023 but the
company has submitted the disclosure on 09/06/2023 with the delay of 13 days for
submission. However, company have paid SOPfines in this regard.

8. The Board of Directors of the Company is not constituted with proper balance of
Executive Directors, Non-Executive Directors and Independent Directors because of
ineligible Independent Directors. The Changes in the composition of the Board of
Directors that took place during the period were carried out in compliance with the
provisions of the Act. However company has appointed two Independent directors, who

have registered on IICA portal. So, now company have constituted proper balance of
BOD.

17. RISK MANGEMENT POLICY

Your Directors have adopted a Risk Management Policy for the Company. The Audit
Committee and the Board of Directors of the Company review the risks, if any involved in the
Company from time to time and take appropriate measures to minimize the same. The Audit
Committee ensures that the Policy for Risk Management is adopted across the Company in an
inclusive manner.

18. ORDERS PASSED BY THE REGULATORS OF COURTS. IF ANY

No significant or material orders were passed by the Regulators, Courts or Tribunals
impacting the going concern status and Company''s operations in future.

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

The Company''s internal control systems are supplemented by an extensive programme of
internal audit by an independent professional agency and periodically reviewed by the Audit
Committee and Board of Directors. The internal control system is designed to ensure that all
financial and other records are reliable for preparing financial statements, other data and for
maintaining accountability of assets.

20. PERFORMANCE EVALUATION OF THE BOARD

The Board of Directors has carried out an annual evaluation of its own performance, board
committees and individual directors pursuant to the provisions of the Act and SEBI Listing
Regulations. The performance of the Board was evaluated by the Board after seeking inputs from
all the directors on the basis of criteria such as the board composition and structure, effectiveness
of board processes, information and functioning, etc. The performance of the committees was
evaluated by the board after seeking inputs from the committee members on the basis of criteria
such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent
directors, performance of non-independent directors, the Board as a whole and the Chairman of
the Company was evaluated, taking into account the views of executive directors and non¬
executive directors

The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual director to
the board and committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc. At the board meeting that followed the
meeting of the independent directors and meeting of Nomination and Remuneration Committee,
the performance of the Board, its Committees, and individual directors was also discussed.

Performance evaluation of Independent Directors was done by the entire Board, excluding the
independent director being evaluated

21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The criteria of Corporate Social Responsibility as prescribed under Section 135 of the Companies
Act, 2013 is not applicable on the Company. Thus, there is no requirement to constitute a CSR
committee, formulate the policy and spent amount on Corporate Social Responsibility.

22. VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/ Whistle Blower Policy and overseas through
the committee, the genuine concerns expressed by the employees and other Directors. The
Company has also provided adequate safeguards against victimization of employees and
Directors who express their concerns. The Company has also provided direct access to the
chairman of the Audit Committee on reporting issues concerning the interests of
co- employees and the Company. The Whistle Blower policy as approved by the Board has been
uploaded on the website of the Company i.e. www.virtualeducation.co.in.

23. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE

COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES.
2014

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of
Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and
other particulars of employees are set out in the annexure to the Directors'' Report and forms part
of this report.

The Ratio of the remuneration of each Director to the median employee''s remuneration and other
details in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming
part of this report as Annexure -5.

24. FIXED DEPOSIT

During the year under review, the Company has not accepted any deposits covered within the
meaning of Section 73 to 76 of the Companies Act, 2013 and Companies (Acceptance of Deposits)
Rules, 2014. Further there are no deposits unclaimed or pending in the Books of the Company.

25. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE

EARNINGS AND OUTGO

Since the Company do not involve in any manufacturing or processing activities, the particulars as
required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts)Rules, 2014 regarding conservation of energy and technology absorption
are not applicable. Further there was no Foreign Exchange earnings and outgo during the
Financial Year 2023-2024 and the same has been attached as Annexure 6.

26.SUBSIDIARIES/IOINT VENTURES/ASSOCIATE COMPANIES

The Company has Incorporated Subsidiary Company in the name of M/s Shikshan School Private
Limited.

The Details of Subsidiary Company are as-

Particulars	Details
Name:	Shikshan School Private Limited
Date of Incorporation:	25th March 2022
Face Value of Equity Share	Rs. 10/- each
Authorised Capital:	Rs. 1,00,000 (Rs. One Lac Only)
Paid Up Capital:	Rs. 1,00,000 (Rs. One Lac Only)
Shareholding (No. of shares &%)	5100 Equity Shares; 51%
Commencement of Business:	Yet to commence business

The company does not have any Joint Ventures or any associate companies.

27. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report, as stipulated under the Listing Regulations is
presented in a separate Section forming part of this Annual Report.

28.SEXUAL HARRASMENT POLICY

The Company has less than 10 employees as on March 31, 2024 and the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable.
However, the Company has a prevention of sexual harassment policy in place. The Directors
further state that during the year under review, there was no case filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29.BOARD COMMITTEES (COMPOSITION AND HIGHLIGHTS OF DUTIES AND
RESPONSIBILITIES

Audit Committee

The Audit Committee as on dated 31.03.2024 comprises of the following members;

1. Dr Kanhaiya Tripathi

2. Dr. Rahul Misra

3. Dr.Anubha Chauhan

The Power, role and terms of reference of the Audit Committee covers the areas as contemplated
under Regulation 18 and part C of Schedule II of SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015 and Section 177 of the Companies Act, 2013 and such other
function as may be specifically delegated to the Committee by the Board from time to time.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee as on dated 31.03.2024 consists of the following
members;

1. Dr.Kanhaiya Tripathi

2. Dr. Rahul Misra

3. Dr.Anubha Chauhan

The Power, role and terms of reference of the Nomination and Remuneration Committee covers
the areas as contemplated under Regulation 19 and part D of Schedule II of SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015 and Section 178 of the Companies
Act, 2013, besides other terms as may be referred by the Board of Directors.

Stakeholder''s Relationship Committee

The Stakeholder''s Relationship Committee consists of the following members

1. Dr Kanhaiya Tripathi

2. Dr. Rahul Misra

3. Dr.Anubha Chauhan

The Committee, inter-alia, reviews issue of duplicate certificates and oversees and review all
matters connected with the Company''s transfer of securities. It look into redressal of
shareholder''s/ investors complaints related to transfer of shares, non - receipt of balance sheet,
non-receipt of declared dividend etc. And such other functions as may be specifically delegated to
the Committee by the Board from time to time.

30. INVESTOR SERVICES

In its endeavour to improve investor services, your Company has taken the following initiatives:

• An Investors and information Section on the website of the Company
www.virtualeducation.co.in has been created.

• There is a dedicated e-mail id [e-mail] for sending communications to
the Authorized Person or the Company Secretary.

31. CORPORATE GOVERNANCE

Your Company is committed to achieve the highest standards of Corporate Governance and
adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. Our
focus on corporate governance, where investor and public confidence in companies is no longer
based strictly on financial performance or products and services but on a Company''s structure, its
Board of Directors, its policies and guidelines, its culture and the behaviour of not only its officers
and Directors, but also all of its employees.

Our approach is proactive, starting with our Leadership Team. It is also deeply ingrained in our
corporate culture, guiding how we work and how we do business.

We continually discuss bylaws and governance practices, changing our policies when necessary
and pointing out areas where we need to improve our performance. We also compare our
practices to the criteria used by outside organizations to evaluate corporate performance.

A separate section on Corporate Governance standards followed by the Company, as stipulated
under regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is enclosed as an Annexure 7 to this report. The report on
Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

A requisite certificate from Mr. Apoorv Srivastava, Practicing Company Secretary, confirming
compliance with the conditions of Corporate Governance as stipulated under the aforesaid
schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
attached as “Annexure A” to the Corporate Governance Report.

The Board Members and Senior Management Personnel have affirmed compliance with the Code
of Conduct for Directors and Senior Management for the year ended March 31, 2024. A certificate
from the Whole-time Director confirming the same is enclosed as “Annexure B” to the Corporate
Governance Report

32.SECRETARIAL STANDARD

The Board members have affirmed that compliance with all the applicable Secretarial Standard
issued by the Institute of Company Secretaries of India (ICSI).

33. DISCLOSURE UNDER SECTION 148 OF COMPANIES ACT, 2013

Company is not required to maintain the cost records and accounts as specified under section 148
of Companies Act, 2013 as it not applicable on the Company.

34. OTHER DISCLOSURES

* No applications made or any proceedings pending under the Insolvency and Bankruptcy Code,
2016 during the year against the company.

* No One time Settlement made in respect of any loan from Banks and Financial Institution.

35. CAUTIONARY STATEMENT

The statements contained in the Board''s Report and Management Discussion and Analysis contain
certain statements relating to the future and therefore are forward looking within the meaning of
applicable securities, laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime,
other statues, market forces and other associated and incidental factors may however lead to
variation in actual results.

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

For and on behalf of
Virtual Global Education Limited

SD/- SD/-

Date: 09.08.2024 Shikha Ankit Sharma

Place: New Delhi Managing Director Director

DIN:07013436 DIN:10464526

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Mar 31, 2016

Directors'' Report

To the Members,

The Directors present you the 23rd Annual Report of your Company and the Audited Accounts for the financial year ended 31st March 2016.

1. FINANCIAL SUMMARY

Financial Summary and performance Highlights of your Company, for the financial year ended March 31, 2016 are as follows:

Financial Highlights: Amt in (Rs.)

Particulars	2015-16	2014-15
Total Revenue	363,422,763.00	126,321,178.00
Total Expense	329,572,410.59	124,696,031.00
Profit Before Tax	33,850,352.41	1,625,147.00
Less: Taxation
Current Tax	10,860,084.00	656,646.00
Deferred Tax	34,853.00	62,148.00
Profit After Tax	23,025,121.41	1,030,649.00

2. RESULTS OF OPERATIONS

The total revenue of your Company for the 2015-16 is Rs. 36,34,22,763.00/- as against Rs.1,26,321,178.00/- in the previous year. The Net Profit before tax stood at Rs. 3,38,50,352.41/- as against Rs. 1,625,147.00/- in the previous year. The Profit after Tax is Rs. 2,30,25,121.41/- as against Rs. 1,030,649.00/- in the previous year.

3. DIVIDEND

Due to future financial requirements, profit has been deployed back to the Reserve & Surplus, and the Directors have not recommended any dividend for the period ended March 31, 2016.

4. CHANGE IN THE NATURE OF BUSINESS

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

5. MATERIAL CHANGES AND COMMITMENT

Dr. Piyush Gupta and Ms. Nidhi Madura were appointed as Additional Non-Executive, Independent Director w.e.f 02nd April, 2016 who hold office up to the date of ensuing Annual General meeting of company and being eligible to offer their candidature for appointment as directors. Apart from this, there are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

6. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE FINANCIAL YEAR ENDED MARCH 31, 2016.

Dr. Girraj Kishore Varshney appointed as Managing Director in place of Mr. Neeraj Kaushik w.e.f. 21st May, 2015 subject to shareholders approval and got shareholders approval in 22nd AGM held on 18th September, 2015 and Mr. Neeraj Kaushik who was earlier Managing Director of the company

Mr. Indrajeet Goyal was appointed as a Whole Time Director of the company w.e.f. 21st May, 2015 in place of Mr. Prakash Chand Goyal who resigned from the post of Key Managerial Personnel, got the approval of shareholders in 22nd Annual General Meeting held on 18th September, 2015.

Ms. Neha Bhasin was appointed as a Company Secretary of the company w.e.f. 21st May, 2015 in place of Ms. Preeti Sharma who resigned from the post of Company Secretary w.e.f. 21st May, 2015.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 Mr. Sirshendu Sinha Chaudhury, was appointed as Chief Executive Officer (CEO) of the company w.e.f. 14th August, 2015.

Dr. Harish Srivastava was appointed as Independent Director seeks approval for re-appointment has not been re-appointed by the shareholder in 22nd Annual General Meeting held on 18th September, 2015.

Ms. Minu Thommen who was appointed as non- executive director of the company becomes executive director w.e.f. 01st January, 2016 but due to unavoidable circumstances she resigned from the post of directorship on 31st March, 2016 .The Board placed on record of its appreciation for the valuable support rendered during her tenure.

In accordance with the provisions of Section 149 of the Companies Act, 2013 and Articles of Association of the Company, your Board of Directors are seeking the appointment of Mr. Girraj Kishore Varshney, who is retiring by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of Companies Act, 2013, as Director.

The brief resume of the aforesaid directors and other information have been detailed in the Corporate Governance Section of this report.

7. ANNUAL RETURN

The extracts of 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 in the prescribed Form MGT-9 is furnished in Annexure 1 and forms an integral part of this report.

8. 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.

9. 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. policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company.

In compliance with Section 134(3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as a part of this report. Annexure-2

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

During the financial year 2015-2016, 7 (Seven) meetings of the Board of Directors were held:

1.	May 21, 2015	2.	June 16, 2015
3.	August 14, 2015	4.	November 06, 2015
5.	December 21, 2015	6.	February 13, 2016
7.	March 31, 2016

11. 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 31st March, 2016, 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 31st March, 2016 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.

12. STATUTORY AUDITOR

M/s AMRG & Associates., Chartered Accountants (Firm Registration No. 004453N) has been appointed as Statutory Auditors of the Company due to the resignation of existing auditor M/s PVR-N & Co., Chartered Accountants ( subject to shareholders approval in ensuing 23rd Annual General Meeting of the Company to be held on August 24, 2016, to hold the office from 23rd Annual General Meeting for term of consecutive five years till conclusion of the 28th Annual General Meeting, subject to the ratification of shareholders at every Annual General Meeting.

13. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed Ms. Rajni Miglani, a Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2015-2016. The Report of Secretarial Auditor (Form MR-3) for the FY 2015-2016 is annexed to the report as Annexure-3.

14. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary in their respective reports.

15. 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.

16. 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.

17. 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. 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.

18. 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 16B of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (earlier Clause 49 of Listing Agreement) so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

19. 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 Director''s Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013. The Policy is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013. (Annexure-4)

20. 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 evaluation process has been explained in the Corporate Governance Report and forms part of this report However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board/ Committee.

21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

22. BOARD COMMITTEES (COMPOSITION AND HIGHLIGHTS OF DUTIES AND RESPONSIBILITIES)

- Audit Committee :

The Audit Committee consists of the following members

a. Dr. Rahul Misra

b. Mr. Neeraj Kaushik

c. Dr Kanhaiya Tripathi

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 and part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 and such other functions as may be specifically delegated to the Committee by the Board from time to time.

- Nomination and Remuneration Committee :

The Nomination and Remuneration Committee consists of the following members as on date

a. Dr. Rahul Misra

b. Ms. Nidhi Madura

c. Dr. Kanhaiya Tripathi

The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Regulation 19 and part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors.

- Stakeholders'' Relationship Committee :

The Stakeholders'' Relationship Committee consists of the following members

a. Dr. Rahul Misra

b. Mr. Neeraj Kaushik

c. Dr Kanhaiya Tripathi

The Committee, inter-alia, reviews issue of duplicate certificates and oversees and reviews all matters connected with the Company''s transfers of securities. It looks into redressal of shareholders''/ investors'' complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. and such other functions as may be specifically delegated to the Committee by the Board from time to time.

23. 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.virtualeducation.in

24. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE 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 are set out in the annexure to the Directors'' Report and forms part of this report.

The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure-5.

25. 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.

26. FIXED DEPOSITS

The Company has not accepted any deposit during the Financial Year 2015-16 and, as such, no amount of principal and interest was outstanding as on Balance Sheet date.

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

Since the Company do not involve in any manufacturing or processing activities, the particulars as required under section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not applicable.

Further there was no Foreign Exchange earnings and outgo during the Financial Year 2015-2016.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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.

29. SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES

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

30. CORPORATE GOVERANCE

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. Our focus on corporate governance, where investor and public confidence in companies is no longer based strictly on financial performance or products and services but on a company''s structure, its Board of Directors, its policies and guidelines, its culture and the behavior of not only its officers and directors, but also all of its employees.

31. LISTING OF SHARES

Your Company''s shares are listed and are being traded on the BSE Limited.

32. 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.

CAUTIONARY NOTE

Certain statements in the ''Management Discussion and Analysis'' section may be forward-looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking statement that involve risks and uncertainties including, but not limited to, risks inherent in the Company''s growth strategy, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors discussed. The discussion and analysis should be read in conjunction with the Company''s financial statements and notes on accounts.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the bankers, financial institutions, shareholders, dealers and customers for their continued support, assistance, without this appreciable support it not possible for the company to stands in competitive market, therefore company seeks this support in future too.

For and on behalf of the Board

Virtual Global Education Limited

Girraj Kishore Varshney

Chairman & Managing Director

DIN:07151639

Date: 18th July, 2016

Place: New Delhi

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Mar 31, 2015

The Directors present you the 22nd Annual Report of your Company and the Audited Accounts for the financial year ended 31st March 2015.

1. FINANCIAL SUMMARY

Financial Summary and performance Highlights of your Company, for the financial year ended March 31, 2015 are as follows:

Financial Highlights: Amt in (Rs.)

Particulars 2014-15 2013-14

Total Revenue 1,26,321,178.00 93,544,340.42

Total Expense 1,24,696,031.00 92,294,929.63

Profit Before Tax 1,625,147.00 1,249,410.79

Less: Taxation

Current Tax 6,56,646.00 3,81,000.00

Deferred Tax - 9,572.00

Profit After Tax 9,68,501.00 858,838.79

2. RESULTS OF OPERATIONS

The total revenue of your Company for the 2014-15 is Rs.1,26,321,178.00/- as against Rs. 93,544,340.42/- in the previous year. The Net Profit before tax stood at Rs. 1,625,147.00/- as against Rs.1,249,410.79/- in the previous year. The Profit after Tax is Rs. 9,68,501.00/- as against Rs. 858,838.79/- in the previous year.

3. DIVIDEND

Due to future financial requirements, profit has been deployed back to the Reserve & Surplus, and the Directors have not recommend any dividend for the period ended March 31, 2015.

4. CHANGE IN THE NATURE OF BUSINESS

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

5. MATERIAL CHANGES AND COMMITMENT

Dr. Girraj Kishore Varshney was appointed as a Managing Director and Mr. Indrajeet Goyal was appointed as a Whole Time Director of the company w.e.f. 21st May, 2015 in place of Mr. Neeraj Kaushik and Mr. Praksh Chand Goyal who resigned from the post of Key Managerial Personnel. Ms. Neha Bhasin was appointed as a Company Secretary of the company w.e.f. 21st May, 2015 in place of Ms. Preeti Sharma who resigned from the post of Company Secretary w.e.f. 21st May, 2015. Apart from this, there are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

6. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE FINANCIAL YEAR ENDED MARCH 31, 2015.

Mr. Rajesh Kumar Gupta has resigned as a Director of the Company w.e.f. 25th April, 2014 due to some unavoidable circumstance. The Board places on record its appreciation for the valuable guidance and services rendered during his tenure.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company Dr. Rahul Misra and Dr. Harish Srivastava were appointed as Additional Director designated as Independent Director w.e.f. 25th April, 2014 and they shall hold office up to the date of the ensuing Annual General Meeting.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Prem Gupta, Director of the Company retires by rotation at the ensuing Annual General Meeting. Mr. Prem Gupta has expressed his intention not to seek re-election as a Director of the Company.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company Ms. Dipti Pandey was appointed as an Additional Director of the company w.e.f. 30th September, 2014 and resigned w.e.f. 30th March, 2015.The Board placed on record of its appreciation for the valuable support rendered during her tenure.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 Mr. Ashok Dubey, was appointed as a Chief Financial Officer of the company w.e.f. 30th September, 2014.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company Dr. Kanhaiya Tripathi was appointed as an Additional Director designated as an Independent Director w.e.f. 07th January, 2015.

Dr. Girraj Kishore Varshney and Ms. Minu Thomen were appointed as an Additional Director of the company w.e.f. 30th March, 2015. Mr. Umesh Bhatt and Ms. Dipti Pandey have resigned from the post of Additional Director of the company w.e.f. 30th March, 2015 due to some unavoidable circumstance.

Mr. Pradeep Dutta resigned from the post of Chief Executive officer of the company w.e.f. 30.03.2015.

In accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors are seeking the appointment of Mr. Neeraj Kaushik, who is retiring by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of Companies Act, 2013, as Director.

The brief resume of the aforesaid directors and other information have been detailed in the Corporate Governance Section of this report

7. ANNUAL RETURN

The extracts of 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 in the prescribed Form MGT- 9 is furnished in Annexure 1 and forms an integral part of this report.

8. 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.

9. 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-2.

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

During the financial year 2014-2015, 7 (Seven) meetings of the Board of Directors were held:

1. April 25, 2014 2. August 13, 2014

3. September 30, 2014 4. November 11, 2014

5. January 07, 2015 6. February 10, 2015

7. March 30, 2015

11. 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 31st march, 2015, 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 31st March, 2015 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.

12. STATUTORY AUDITOR

M/s PVR-N & Co., Chartered Accountants (Firm Registration No. 004062N) have been appointed as the Statutory Auditors of the Company in the 22nd Annual General Meeting of the Company held on September 22, 2014, to hold the office till the conclusion of 24th Annual General Meeting of the Company, subject to the ratification of shareholders at every Annual General Meeting.

Further, the ratification in respect with the appointment of M/s PVR-N & Co., Chartered Accountants as the Statutory Auditors of the Company is proposed for the ratification of shareholders in the Notice of 22nd Annual General Meeting of the Company.

13. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed Ms. Achita Sobti, a Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2014-2015. The Report of Secretarial Auditor (Form MR-3) for the FY 2014-2015 is annexed to the report as Annexure-3.

14. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary in their respective reports.

15. 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.

16. 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.

17. 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.

18. 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 clause 49 of the listing agreement so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

19. 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.

(Annexure-4)

20. PERFORMANCE EVALUATION OF THE BOARD

Clause 49 of the Listing Agreement 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 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 evaluation process has been explained in the Corporate Governance Report and forms part of this report However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board/ Committee.

21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

22. BOARD COMMITTEES ( COMPOSITION AND HIGHLIGHTS OF DUTIES AND RESPONSIBILITIES) Audit Committee

The Audit Committee consists of the following members

a. Dr. Rahul Misra

b. Mr. Neeraj Kaushik

c. Dr Harish Shrivastava

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013 and such other functions as may be specifically delegated to the Committee by the Board from time to time.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following members

a. Dr. Rahul Misra

b. Mr. Umesh Bhat

c. Dr Harish Shrivastava

The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors.

Stakeholders' Relationship Committee:

The Stakeholders' Relationship Committee consists of the following members

a. Dr. Rahul Misra

b. Mr. Neeraj Kaushik

c. Dr Harish Shrivastava

The Committee, inter-alia, reviews issue of duplicate certificates and oversees and reviews all matters connected with the Company's transfers of securities. It looks into redressal of shareholders'/investors' complaints related to transfer of shares; non-receipt of balance sheet, non-receipt of declared dividends etc. and such other functions as may be specifically delegated to the Committee by the Board from time to time.

23. 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.virtualeducation.in

24. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE 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 are set out in the annexure to the Directors' Report and forms part of this report. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the Directors' Report is being sent to the shareholders without this annexure. Shareholders interested in obtaining a copy of the annexure may write to the Company Secretary at the Company's registered office.

The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure-5.

25. 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.

26. FIXED DEPOSITS

The Company has not accepted any deposit during the Financial Year 2014-15 and, as such, no amount of principal and interest was outstanding as on Balance Sheet date.

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

The particulars as required under Section 217(1)(e) of the Act read with Companies' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 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 2014-2015.

28. 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.

29. SEXUAL HARASSMENT POLICY:

In order to prevent sexual harassment of women at work place, a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act, every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company is in progress to adopt a policy for prevention of Sexual Harassment of Women at workplace and top tier of the management has been entrusted with the responsibility to set up Committee for implementation of said policy. During the year there were no instances and complaint of harassment against the Company.

30. SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES

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

31. CORPORATE GOVERANCE

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. Our focus on corporate governance, where investor and public confidence in companies is no longer based strictly on financial performance or products and services but on a company's structure, its Board of Directors, its policies and guidelines, its culture and the behavior of not only its officers and directors, but also all of its employees.

Our approach is proactive, starting with our Leadership Team. It is also deeply ingrained in our corporate culture, guiding how we work and how we do business.

We continually discuss bylaws and governance practices, changing our policies when necessary and pointing out areas where we need to improve our performance. We also compare our practices to the criteria used by outside organizations to evaluate corporate performance.

A separate section on Corporate Governance standards followed by the Company, as stipulated under Clause 49 of the Listing Agreement with the stock exchange is enclosed as an Annexure to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

A requisite certificate from the Statutory Auditors of the Company, M/s PVR –N & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid clause 49, is attached to the Corporate Governance Report.

32. LISTING OF SHARES

Your Company's shares are listed and are being traded on the Bombay Stock Exchange of India Limited & applied for listing of shares in National Stock Exchange Limited. The Listing Fees for the financial year 2015- 16 has been paid.

33. 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.

CAUTIONARY NOTE

Certain statements in the 'Management Discussion and Analysis' section may be forward-looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking statement that involve risks and uncertainties including, but not limited to, risks inherent in the Company's growth strategy, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors discussed. The discussion and analysis should be read in conjunction with the Company's financial statements and notes on accounts.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the bankers, financial institutions, shareholders, dealers and customers for their continued support, assistance, without this appreciable support it not possible for the company to stands in competitive market, therefore company seeks this support in future too.

For and on behalf of the Board



Dr. Harish Shrivastava

Chairman

DIN : 01299101

Date : 14th August, 2015

Place : New Delhi

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 21st Annual Report on business and operations of your Company along with the audited financial statements for the year ended 31st March 2014.

Particulars Year ended Year ended March 31, 2014 March 31, 2013

Total Income 93,544,340 83,060,396

Less: Total Expenditure (92,294,929) (82,239,248)

Profit/(Loss) Before Tax 1,249,410 821,147

Current Tax (381,000) 253,734

Deferred Tax (9,572) -

Net Profit/(Loss) 858,838 567,413

Dividends & Appropriations

In order to strengthen the business of the Company, your Directors decided that it would be prudent to plough back the profits of the Company and accordingly the Board does not propose and declare any dividend for the year under review.

Public Deposits

The Company has not invited/accepted any public deposits under Section 58A & 58AA of the Companies Act, 1956 during the year ended on 31st March, 2014.

Directors

Mr. Rajesh Kumar Gupta has resigned as a Director of the Company w.e.f. 25th April, 2014 due to some unavoidable circumstances. The Board places on record its appreciation for the valuable guidance and services rendered during his tenure.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Umesh Bhat was appointed as an Additional Director designated as an Independent Director w.e.f. 11th February, 2014, and Dr. Rahul Misra and Dr. Harish Shrivastava were appointed as Additional Director designated as Independent Director w.e.f. 25th April, 2014 and they shall hold office up to the date of the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Prem Gupta, Director of the Company retires by rotation at the ensuing Annual General Meeting. Mr. Prem Gupta has expressed his intention not to seek re-election as a Director of the Company. Profile of all these Directors has been given in the Explanatory Statement to the Notice of the ensuing Annual General Meeting of the Company.

Registered office

During the year the company has shifted its registered office from 2936/43, Saraswati Marg, Karol Bagh, New Delhi-110005 to 104, Palco House, 2162/ T-10, Main Patel Road, New Delhi-110008.

Chief Executive Officer

During the year, Mr. Pradeep Dutta was appointed as Chief Executive Officer of the Company in place of Mr. N.P. Amoli. Mr. Pradeep Dutta has prepared more than 100 techno economic feasibility study for Hotel Industry, Hotel and Catering Institute, Cement Industry, Automobile and Ancillary Industry, Steel Plant together with Captive Plant, etc.

Disclosure under Section 217(1) (d) of the Companies Act, 1956

Except as disclosed elsewhere in the report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and the date of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required under Section 217(1)(e) of the Act read with Companies'' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 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 2013-2014.

Particulars of Employees

None of the Employees of the Company was in receipt of remuneration, which was more than the limits as prescribed under Section 217(2A) 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

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is hereby confirmed:

(a) that in preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that we 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 at the end of the financial year and of the profit of the Company for the year;

(c) that we have taken proper and sufficient care 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;

(d) that we have prepared the annual accounts on a going concern basis.

Auditors and Auditor''s Report

M/s PVR-N & Co, Chartered Accountants, (Firm Registration No. 004062N), are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing 21st Annual General Meeting till the conclusion of the 24th Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every AGM held after the ensuing AGM.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s PVR-N & Co, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

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.

Report on Corporate Governance

The Company endeavors to attain highest values of Corporate Standards. The Company has adhered to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance Practices and has implemented all the stipulations prescribed, in the Clause 49 of the Listing Agreement with Stock Exchanges. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

A requisite certificate from the Statutory Auditors of the Company, M/s PVR -N & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid clause 49, is attached to the Corporate Governance Report.

Management Discussion & Analysis Report

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

Listing of Shares

The Securities of the Company are listed on Bombay Stock Exchange. The Annual Listing fee has been paid for the Financial Year 2013-14.

Corporate Social Responsibility

The Company believes that business success is not an end in itself, rather it is a means to achieve higher socio-economic goals. To ensure inclusive growth and to impact society in a positive way, the Company has made in the community welfare initiatives through promoting education and various training programmers with a dream to satisfy the educational requirements of every eager learner across the globe. It is an integral part of the way the Company conducts its business.

Acknowledgements

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, Clients, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year. Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its growth.

For & on behalf of the Board of Directors M/s Virtual Global Education Limited

Sd/- Neeraj Kaushik Managing Director

Registered Office: 104, Palco House, 2162/T-10, Main Patel Road, New Delhi-110008

Place: New Delhi Date: 13.08.2014

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Mar 31, 2012

Dear Shareholders,

The Directors have immense pleasure in presenting their 19th Annual Report on business and operations of the Company together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2012.

Financial Results

Particulars Year ended Year ended March 31, 2012 March 31, 2011

Total Income 97,619,827 78,924,700

Less: Total Expenditure 94,905,650 78,418,198

Profit/(Loss) Before Tax 2,714,177 506,502

Less: Provision for Taxes

Current Tax 838,268 147,015

Net Profit / (Loss) 1,875,909 359,487

Dividend

In order to strengthen the business of the Company, your Directors decided that it would be prudent to plough back the profits of the Company and accordingly the Board does not propose and declare any dividend for the year under review.

Public Deposits

The Company has not invited/accepted any public deposits under section 58A & 58AA of the Companies Act, 1956 during the year ended on 31st March, 2012.

Change in the name of the Company

As the management foresee the business prospects and long-term growth of the Company, it has been considered appropriate by them 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 Virtual Global Education Limited w.e.f. 11th August, 2011.

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

Directors

In pursuant to Section 256 of the Companies Act, 1956 read with Articles of Association of the Company, Mr. Prem Gupta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

Brief resume of the Director proposed to be re - appointed and other details as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Notice for convening the Annual General Meeting.

Disclosure under Section 217(1) (d) of the Companies Act, 1956

Except as disclosed elsewhere in the report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and the date of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required under Section 2i7(i)(e) of the Act read with Companies' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 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 2011-2012.

Particulars of Employees

None of the Employees of the Company was in receipt of remuneration, which was more than the limits as prescribed under Section 2i7(2A) 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 the terms of provision of Section 2i7(2AA) of the Companies Act, 1956, your Directors confirm that:

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

b. We 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 o affairs of the company as at 31st March, 2012, and of the Profits of the Company for the year ended on that date;

c. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe-guarding the assets o the company and for preventing and detecting fraud and other irregularities; and

d. We have prepared the annual accounts on a going concern basis.

Statutory Auditors

M/s PVR-N & Co., Chartered Accountants, Statutory Auditors hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(iB) of the Companies Act, 1956 and they are not disquali le for re-appointment within the meaning of Section 226 of the said Act.

Auditors' Report

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

Management Discussion & Analysis Report

The Management Discussion & Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges forms the part of this Report.

Corporate Governance Report

The Company has adopted the best Corporate Governance Practices setting out the standards m order to conduct the business of the Company with highest level of integrity and transparency. A detailed report on Corporate Governance prepared in accordance with the Clause 49 of the Listing Agreement, forms the part of this Report.

A requisite certificate from the Statutory Auditors of the Company, PVR -N & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid clause 49, is attached to the Corporate Governance Report.

Listing

The Securities of the Company are listed on Delhi Stock Exchange and Madras Stock Exchange. Corporate Social Responsibility

The Company believes that business success is not an end in itself; rather it is a means to achieve higher socio-economic goals. To ensure inclusive growth and to impact society in a positive way, the Company has made in the community welfare initiatives through promoting education and various training programmes with a dream, to satisfy the educational requirements of every eager learner across the globe.

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, various other Government Departments and its valued 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 to the Company. We look forward to your continued support in the future. By orders of the Board of Directors of

Virtual Global Education Limited

Place: New Delhi

Date: 14/05/2012 Sd/-

Neeraj Kaushik

Chairman

---

Mar 31, 2011

The Members,

The Directors have immense pleasure in presenting the 18th Annual Report of your Company together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2011.

Financial Results:

Particulars Year ended Year ended March 31, 2011 March 31, 2010

"Total Income " 78,924,700 45,947,492

Less: Total expenditure 78,418,198 45,552,164

Profit/(Loss) Before Tax 506,502 395,328

Less: Provision for Taxes

Current Tax 147,015 122,156

"Net Profit/(Loss) 359,487 273,172

Dividend:

In order to strengthen the business of the Company, your Directors decided that it would be prudent to plough back the profits of the Company and accordingly the Board does not propose and declare any dividend for the year under review.

Public Deposits:

The Company has not invited/accepted any public deposits under section 58A & 58AA of the Companies Act, 1956 during the year ended on 31st March, 2011.

Directors:

In accordance with the provisions of Companies Act, 1956 and Articles of Association of the Company, Mr. Pradeep Dutta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.

Your Company has received notices in writing proposing candidature of Mr. R. K. Gupta and Mr. Siddharth Gupta along with the requisite deposit pursuant to the provisions of Section 257 of the Companies Act, 1956.

The Board recommends their appointment in the ensuing Annual General Meeting.

Brief details of the Directors seeking appointment/re - appointment as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as annexure to Directors' Report.

Disclosure under Section 217(1) (d) of the Companies Act, 1956:

Except as disclosed elsewhere in the report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and the date of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under Section 217(l)(e) of the Act read with Companies' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 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 2010-2011.

Particulars of Employees:

None of the Employees of the Company was in receipt of remuneration, which was more than the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975and hence no particulars are required to be disclosed in this Report.

Directors' Responsibility Statement:

In the terms of provision 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 had been followed along with proper explanations relating to material departures wherever applicable;

b. We 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 Profits of the Company for the year ended on that date;

c. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe-guarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d. We have prepared the annual accounts on a 'going concern' basis.

Auditors and Auditors' Report:

' M/s PVR-N & Co., Chartered Accountants, will retire 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 appointment if made would be in the limits prescribed under Section 224 (IB) of the Companies Act, 1956.

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

Corporate Governance Report:

The Company has adopted the best Corporate Governance Practices setting out the standards in order to conduct the business of the Company with highest level of integrity and transparency. A detailed report on Corporate Governance prepared in accordance with the Clause 49 of the Listing Agreement forms part of the Annual Report.

A certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under clause 49 is given in the annexure hereto.

Listing:

Presently, the Securities of the Company are listed on Delhi Stock Exchange and Madras Stock Exchange. The Management wish to get the Shares listed on National Stock Exchange and Bombay Stock Exchange in the near future.

Acknowledgement:

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.

By order of the Board of Directors of BLS Global Education Limited Place: New Delhi

Date: 05/07/2011

Sd/-

Honey Gupta

Company Secretary

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Mar 31, 2010

The Members,

The directors have pleasure in presenting their 17th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2010.

1. Financial Results:

Particulars Year Ended Year Ended (31-03-2010) (31-03-2009)

Total Income 45,947,492 8,694,000

Less: Total Expenditure 45,552,164 8,236,249

Profit/(Loss) Before Tax 395,328 457,751

Less: Provision for Taxes

Current Tax 122,156 141,445

Fringe Benefit Tax _ 10174

122,156 1,51,619

Net Profit/(Loss) 273,172 3,06,132

2. Operations:

The Management expanded the line of business of the Company to provide the services of Education in various fields across the globe, as the recession in the IT sector affected the profitability of the Company adversely.

3. Dividend:

In order to strengthen the business of the Company, your Directors decided that it would be prudent to plough back the profits of the Company and accordingly the Board does not propose and declare any dividend for the year under review.

4. Public Deposits:

The Company has not invited/accepted any public deposits under section 58A & 58AA of the Companies Act, 1956 during the year ended on 31st March, 2010 and section 45-I(bb) of the Reserve Bank of India Act, 1934 during the year.

5. Directors:

Mr. Sushil Aggarwal and Mr. Gajanand Gupta was appointed as additional Directors w.e.f. 30th October, 2009 and due to some pre - occupations they resigned from Directorships w.e.f. 24th February, 2010. Mr. jayanta Das, Director of the Company retired from the Company at the 16th Annual General Meeting held on 30th September, 2009. In accordance with the provisions of Companies Act, 1956 and Articles of Association of the Company, Mr. Prem Gupta, Director of the Company, retires by rotation and being eligible, seeks re-appointment. Your Directors recommend his re- appointment.

Brief details of the Directors seeking appointment/re - appointment as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed as annexure to Directors' Report.

6. Particulars of Employees u/s 217(2A) of the Companies Act, 1956:

None of the employees of the Company has drawn salary in excess of the limits prescribed in the said section of Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975 and hence no particulars are being provided.

7. Directors Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, and to the best of their knowledge and as per the information and explanations furnished to them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm:

a) That in the preparation of Annual Accounts for the Financial Year 2009-2010, the applicable Accounting Standards have been followed along with proper explanation relating to the material departures.

b) That the Directors have selected such Accounting Policies and applied them consistently and made judgements 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 31st March, 2010 and of the profit of the Company for the financial year ended on that date.

c) That 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 or other irregularities.

d) That the Directors have prepared the Annual Accounts on a going concern basis.

8. Auditors Report:

The Report of Auditors' on Annual Accounts of the Company for the year ended on 31s' March, 2010 is self explanatory. Hence, do not require any further explanation/clarification.

9. Re - Appointment of Auditors:

M/s PVRN & Co., CHARTERED ACCOUNTANTS, retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. The Company has received a certificate from them pursuant to section 224(1 B) confirming their eligibility for re-appointment. Yours Directors, recommend their re- appointment.

10. Conservation of energy, technology absorption & foreign exchange earnings and outgo:

The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as required under section 217(1) (e) are not applicable to our industry, hence no statement for disclosure has been made. There was no foreign exchange earnings and outgo during the year under review.

11. Industrial Relations:

The Industrial Relations during the year remained harmonious and cordial. The Directors express their sincere appreciation for the excellent team work and unstinting efforts of the employees of the Company.

12. Corpoiate Governance Report:

The Company has adopted the best Corporate Governance Policies and Code, which has set out the systems, process and policies, to give a clear and transparent view to the stakeholders of the Company. A detailed report on Corporate Governance prepared in accordance with the Clause 49 of the Listing Agreement forms part of the Annual Report.

A certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under clause 49 is given in the annexure hereto.

13. Listing Status :

Presently, the Securities of the Company are listed on Delhi Stock Exchange and Madras Stock Exchange. The Management wish to get the Shares listed on National Stock Exchange and Bombay Stock Exchange in the near future. The Annual Listing Fee has been paid up to date till 31st March, 2011.

14. Acknowledgement:

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 by them. Your Directors also acknowledge the constructive suggestions received from Statutory Auditors.

By order of the Board of Directors of

BLS Global Education Limited

Sd/-

(Neeraj Kaushik)

Place: New Delhi Chairman

Date: 4th September, 2010

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Mar 31, 2009

The Members,

The directors have pleasure in presenting their 16th Annual Report together with the Audited Statement of Accounts for the year ended on 31 st March, 2009.

1. Financial Results:

Particulars : Year Ended Year Ended (31-03-2009) (31-03-2008)

Total Income 8,694,000 50,047,265

Less: Total Expenditure 8,236.249 49.995,222

Profit/(Loss) Before Tax 457,751 52,043

Less: Provision for Taxes

Current Tax 141.445 26,318

Fringe Benefit Tax 10,174 13,260

1,51,619 39,578

Net Profit/(Loss) 3,06,132 12,465

2. Operations:

The global recession in the IT sector affected the turnover as well as profitability of the Company. So, the Management has decided to expand the line of business of the Company to provide the services of Education in various fields across the globe.

3. Dividend:

As the Company does not have sufficient profits for the distribution of dividend so your Directors express their inability to declare any dividend for the year 2008-2009.

4. Public Deposits:

The Company has not invited/accepted any public deposits under section 58A & 58AA of the Companies Act, 1956 during the year ended on 31st March, 2009.

5. Directors:

In accordance with the provisions of Companies Act, 1956 and Articles of Association of the Company, Sh. Jayanta Das, Director of the Company who retires by the rotation being eligible offer himself for re appointment.

6. Particulars Of Employees u/s 217(2A) of the Companies Act, 1956:

None of the employees of the Company has drawn salary in excess of the limits prescribed in the said section of Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975 and hence no particulars are being provided.

7. Directors Responsibility Statement:

Pursuant to requirement under Section 217(2AA) of the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of Annual Accounts for the Financial Year 2008-09, the applicable Accounting Standards have been followed along with proper explanation relating to the material departures.

b) That the Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the financial year ended as at 3 1st March, 2009 and of the profit or loss of the Company for the financial year ended on 31sl March. 2009.

c) That 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 or other irregularities.

d) That the Directors have prepared the Annual Accounts on a going concern basis.

8. Auditors Report:

The Report of Auditors' on Annual Accounts of the Company for the year ended on 31st March, 2009 is self explanatory. Hence, no explanation is required to be given.

9. Re - Appointment of Auditors:

M/s PVRN & Co., CHARTERED ACCOUNTANTS, retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. The Company has received a certificate from them pursuant to section 224(1B) confirming their eligibility for re-appointment. Yours Directors recommend their re- appointment.

10. Conservation of energy, technology absorption & foreign exchange earnings and outgo:

The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as required under section 217(1) (e) are not applicable to our industry, hence no statement for disclosure has been mad q.There was no foreign exchange earnings and outgo during the year under review.

11. Industrial Relations:

The Industrial Relations during the year under review remained harmonious and cordial. The Directors express their sincere appreciation for the excellent team work and unstinting efforts of the employees of the Company during the year.

12. Corporate Governance Report:

A detailed report on Corporate Governance prepared in accordance with the Clause 49 of the Listing Agreement forming part of this Annual Report.

13. Listing Status :

Presently, the Securities of the Company are listed on Delhi Stock Exchange and Madras Stock Exchange. The Management wish to get the Shares listed on National Stock Exchange and Bombay Stock Exchange in the near future. "

14. 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 by them. Your Directors also acknowledge the constructive suggestions received from Statutory Auditors. Your Directors would also record its appreciation of the valuable contribution, made by the employees of the Company for putting in their hard work for the Company. By order of the Board of Directors

For TECHDNA SOLUTIONS LIMITED

Sd/-

Place: New Delhi (Neeraj Kaushik)

Date: 4 September, 2009 Managing Director

---

Mar 31, 2007

TO THE MEMBERS,

The Directors have pleasure in presenting before you the 14th Annual Report together with the Audited Accounts of the Company for the year ended on 31st March, 2007,

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars Year Ended Year Ended 31-03-2007 31-03-2006

Total Income 727.44 358.36

Total Expenditure 72729 35738

Profit/(Loss) Before Tax

Provision For Tax

Current Tax 00.5 2.22

Deferred Tax - (6.05)

Fringe Benefit Tax

Net Profit/(Loss) 0.04 4.67

OPERATION

The income from services increased to Rs. 727.44 lakh as compared to Rs. 358.36 lakh in the previous year. After taking into account the total operational expenses and provision for income tax the Company earned a net profit of Rs. 0.04 lakh. Your Director are putting in their best to improve the performance of the company.

DIVIDEND

As the Company does not have sufficient profit for the distribution of dividend so your Directors expressed their inability to declare any dividend for the year 2006-2007.

CORPORATE GOVERNANCE

Your Company has been proactive in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement of the Stock Exchange are complied with.

A separate section on Corporate Governance is incorporated as a part of the Annual Report along with the Auditor's Certificate on its compliance.

FIXMD_DEPOSITS

I he Company has not accepted any deposits from public in terms of Section 58A of the companies Act. 1956 read with the companies (Acceptance of Deposits) Rules, 1975.

BUY OF SHARJES

The information required under section 217(2B) is not applicable.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGAND OUTGa

The issue relating to conservation of energy and technology absorption are not quite relevant to the business activities of the company.

The company is taking care of latest developments and advancements in technology and all steps are being taken to accept the same.

There was no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended and hence no particulars are required to be disclosed in this report.

AUDITORS

M/s PVRN & Co., CHARTERED ACCOUNTANTS, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and being offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956, regarding their eligibility for the proposed re-appointment has been obtained from them. Your directors recommend their re-appointment.

DIRECTORS

Mr. Prem Gupta, Director retires by rotation and being eligible offer himself for re- appointment: The Board recommends his appointment in larger interest of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sec, 217(2AA) of the Companies Act, 1956 your Directors hereby state:

(i) In the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures.

(ii) Directors had 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 at the end of the financial year 2006-2007 and of the Profit of the company for the vear ended 31-03-2007,

(iii) Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe-guarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors would like to thank the Bankers, Shareholders, Stock Exchange, SEBI, Registrar of Companies, various other Government Departments and its valued business associates for the continuous support and co-operation extended by them and also record its appreciation of the valuable contribution, made by the employees at all level towards the growth of the company.

PLACE: NEW DELHI BY ORDER OF THE BOARD

DATED: 3OTH JUNE, 2007 DIRCETOR