Kuberan Global Edu Solutions Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors take pleasure in presenting their 12^th Annual Report on the business and operations of the Company together with the Audited Financial Statement of Accounts for March 31, 2025.

1. FINANCIAL HIGHLIGHTS

(^ in Lakhs)
Particulars	For the year ended	For the year ended
	March 31, 2025	March 31, 2024
Revenue from Operations	53.54	96.22
Other income	0.09	0.07
Total Income	53.63	96.29
Less: Total Expenses	99.47	98.27
Profit before exceptional and extraordinary items and tax	(45.84)	(1.98)
Less: Extraordinary items	0.00	0.00
Profit Before Tax	(45.84)	(1.98)
Tax expenses	0.00	0.00
Profit/ (Loss) for the period	(45.84)	(1.98)

2. STATE OF COMPANY’S AFFAIR & FUTURE OUTLOOK

For the financial year ending March 31, 2025, the Company reported a total income of ^53.63 lakhs as compared to ^96.29 lakhs in the previous year. The decline was primarily due to a drop in revenue from operations, which stood at ^53.54 lakhs in FY 2024-25 as against ^96.22 lakhs in FY 2023-24. Other income remained stable at ^0.09 lakhs.

Total expenses for the year were ^99.47 lakhs, marginally higher than ^98.27 lakhs incurred in the previous financial year. This increase in cost, combined with reduced operational income, resulted in a loss before tax of ^45.84 lakhs, compared to a loss of ^1.98 lakhs in the preceding year.

3. NATURE OF BUSINESS & MATERIAL CHANGES, IF ANY

The COVID-19 pandemic has had a lasting and structural impact on the publishing industry, particularly in the education sector. During the pandemic, the widespread adoption of e-learning and digital education tools significantly reduced the demand for physical educational books. This shift in consumer behavior, coupled with disruptions in production and distribution, has adversely affected the Company’s business segment relating to the Publishing and Sale of Educational Books. Despite efforts to revive the segment, the business has not returned to pre-pandemic levels and continues to face sustained decline. After careful evaluation of the current market environment and future outlook, the management believes that a full recovery to historical levels is unlikely. Accordingly, the Company has decided to discontinue this division and has initiated steps to wind down its operations in a phased manner. This strategic decision aligns with the Company’s focus on consolidating resources and strengthening its core business areas.

Simultaneously, the Company is actively exploring and evaluating new avenues for expansion to ensure long-term sustainability and growth. Management is currently assessing a range of strategic opportunities in adjacent and emerging sectors such as digital content development, edtech partnerships, online learning platforms, and subscription-based educational services. The Company is also engaging in discussions with potential collaborators, including technology firms, educational institutions, and content creators, to explore joint ventures and strategic alliances that could accelerate its transition into the digital education space. Feasibility studies are also underway to examine diversification into complementary industries such as corporate training, skill development programs, and educational assessments all of which align well with the Company’s legacy, know-how, and content development expertise. Alongside this, the Company is investing in internal capability building, including upskilling of staff, adoption of digital tools, and development of in-house digital assets, to better position itself for new market demands. By proactively seeking these new growth pathways, the Company aims to transform this transitional period into an opportunity to redefine its business model and strengthen its competitive position in the evolving education and content ecosystem.

Material Events:

The previous Promoter and Promoter Group of the Company executed Share Purchase Agreement dated 30^th October, 2024 with M/s Hathor Corporate Advisors LLP (Acquirer) along with Person Acting in Concerts and as per open offer dated 30^th October, 2024 have completed transfer of their respective shares to M/s Hathor Corporate Advisors LLP (Acquirer) and M/s Hathor Corporate Advisors LLP designated themselves as Promoter of the Company as per terms of Open Offer.

Post-Offer shareholding of the Acquirer and the PAC
Number of Equity Shares	15,09,657
% of fully diluted Equity Shares	71.67%

4. TRANSFER TO RESERVES

The Board of Directors has not appropriated and transferred any amount to any reserve and the Board has decided to retain the entire amount in the profit and loss account.

5. DIVIDEND

In view of the fact that, the Company is considering business expansion in the near future, the Company shall retain earnings to fund further growth. The Company is also desirous to exploit the opportunities to undertake suitable projects. Therefore, the Board has decided not to declare any dividend for the financial year under review.

6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unpaid / unclaimed amount which is required to be transferred, under the provisions of the Companies Act, 2013 to the Investor Education and Protection Fund (‘IEPF’) of the Government of India.

7. SHARE CAPITAL

a. Authorized Share Capital:

During the year under review, the Authorised Share Capital of the Company was Rs. 2,32,20,000 (Two Crore Thirty-Two Lakh Twenty Thousand only) divided into 23,22,00 equity shares of Rs. 10 each.

	A brief of the same in tabular format is prescribed below:
	Particulars	As on 31st March, 2025		As on 31st March, 2024
		Number of shares	Amount (in Lakhs)	Number of shares	Amount (in Lakhs)
	Authorized Share Capital: Equity shares of Rs. 10 each	23,22,000	2,32,20,000	23,22,000	2,32,20,000
b.	There were no changes made to the Authorised Share Capital of the Company for the year ended 31st March 2025. Issued, Subscribed and Paid-up Share Capital
	Particulars	As on 31st March, 2025		As on 31st March, 2024
		Number of shares	Amount (in Lakhs)	Number of shares	Amount (in Lakhs)
	Issued, Subscribed and Paid-up Share Capital: Equity shares of Rs. 10 each	21,06,536	2,10,65,360	21,06,536	2,10,65,360

There were no changes made to the Paid-up Share Capital of the Company for the year ended 31^st March 2025.

8. SUB-DIVISION/ SPILT OF EQUITY SHARES

No sub-division/ spilt took place in the Company, for the year under review.

9. BONUS ISSUE

No Bonus issue took place in the Company, for the year under review.

10. DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

During the year under review, the Company does not have any Holding/Subsidiary/Joint Venture/ Associate Companies.

11. LISTING OF SHARES & DEMATERIALISATION

The Equity Shares of the Company are listed on the SME Emerge platform of Bombay Stock Exchange of India Limited (‘BSE’)

with effect from May 05, 2021. The annual listing fees for FY 2024-25 has been paid to the Stock Exchange. Further, Complete Shareholding of the Company is in dematerialized form.

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

The details of Loans and Investment and Guarantees made by the Company to other Corporate or persons are given in notes to the Financial Statements which forms integral part of this Annual Report.

13. DEPOSITS

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014. No amount was outstanding which was classified as Deposit under the applicable provisions of the Companies Act, 2013 as on the Balance Sheet date.

14. AUDITORS

a. Statutory Auditor

In accordance with Section 139 of the Act and the rules made there under, M/S PSV Jain & Associates, Chartered Accountants Firm (FRN:131505W), Chartered Accountants were appointed as Statutory Auditor of the Company in the 12^st Annual General Meeting for First term of Five (5) consecutive years starting from Financial Year 2025-26 till conclusion of 16th Annual General Meeting to be held for Financial Year 2029-30. Subject to Approval of Shareholders of the Company

The Auditors have confirmed their availability within the meaning of provisions of Section 139 of the companies Act, 2013.

Auditor’s Report

M/s. Hashim & Associates, Chartered Accountants firm are Statutory Auditors of the Company has audited Books of Accounts of the Company for the Financial Year ended March 31, 2025, and has issued the Auditors’ Report thereon. The Independent Auditors’ Report for the financial year ended March 31, 2025, on the Financial Statements of the Company forms part of this Annual Report. There are no qualifications or reservations or adverse remarks or disclaimers in the said report. The Auditors Report are self-explanatory and do not call for any further comments.

b. Secretarial Auditor

The Company has appointed Sumathi Rajendran (Membership No: 11508, COP No: 15115) as the Secretarial Auditor of the Company for the Financial Year 2024-25 at such terms and conditions as decided by the Board of Directors of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed and marked as Annexure I to this Report. There are no qualifications or reservations or adverse remarks or disclaimers in the said report.

The Company has appointed M/s Shravan Gupta & Associates (Membership No: 27484; COP No: 9990) as the Secretarial Auditor of the Company for Five (5) consecutive years starting from Financial Year 2025-26 till conclusion of 16th Annual General Meeting to be held for Financial Year 2029-30. Subject to Approval of Shareholders of the Company.

c. Internal Auditor

The Company has appointed Mr. Farook Yunus Badu as its Internal Auditor for Financial Year 2025-26. The Internal Auditor submitted their Report to the Company.

d. Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 the Cost Audit Report is not mandatorily applicable to our Company; hence, no such audit has been carried out during the year.

e. Reporting fraud by Auditors

During the year under review, the Auditors of the Company have not reported to the Audit Committee, under Section 143(12) of the Companies Act, 2103 (“the Act”), any instances of fraud committed against the Company by its officers or employees, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

f. Code for prevention of Insider Trading:

As per Securities and Exchange Board of India (Prohibition of Insider Trading Regulations), 2015, Company has adopted an amended Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information and has been made available on the Company’s website.

15. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including

adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accosting records.

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition.

The Company follows all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

16. DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:

DIRECTORS: As on March 31, 2025, the Board comprised of Six (6) Directors as below:
Sr No	Name of Person	Designation		DIN
1	Mr. Chandramouleeswaran Krishnan	Managing Director		06567258
2	Mrs. Palanivelammal	Whole Time Director		06567256
3	Mr. Chandra Sekaran Krishnan	Director		06567254
4	Mr. Sathyaseelan Thavasiappan	Independent Director		08254234
5	Mr. Manikannan Sekar	Independent Director		08218802
6	Mr. Meganathan Ethiraj	Independent Director		08218803
CHANGES DURING THE YEAR AND THEREAFTER During the year under review, there was a change in the Composition of the Board of the Company. On June 24, 2025, the Previous Board of Directors resign from their respective positions, same day with immediate effect following Board of Directors appointed on the Board. Board comprised of Six (6) Directors as below on date of report:
Sr No	Name of Person	Designation		DIN
1	Sushmita Jeetendra Shete	Non-Executive Director		10786857
2	Rajshree Vijay Bhosale	Whole-time Director & CFO		10754030
3	Siddhant Laxmikant Kabra	Non-Executive Director		07470463
4	Mandar Kamlakar Patil	Independent Director		05284076
5	Suraj Mahadev Gaikwad	Independent Director		11159369
6	Sachin Govind Warule	Independent Director		11159335
DIRECTOR LIABLE TO RETIRE BY ROTATION: In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, as all directors are appointed in current year and their appointment is subject to approval of shareholders, the provisions of retire by rotation will not be applicable. KEY MANAGERIAL PERSONNEL: As on March 31, 2025, the Company has two KMP’s as mentioned below:
Sr. No	Name	KMP/SMP	Designation
1	Vishnu Vishwanathan	KMP	Chief Financial Officer
2	Ankur Gala	KMP	Company Secretary

CHANGES DURING THE YEAR AND THEREAFTER

During the year under review, there was no change in the Key Managerial Personnel of the Company. The following changes occurred after the closure of Financial Year.

a. Mr. Ankur Gala, Company Secretary and Compliance Officer of the Company resigned from Company w.e.f 31^st May 2025.

b. Mr. Vishnu Vishwanathan, Chief Financial Officer of the Company, resigned from Company w.e.f 23^rd June 2025.

c. On 24^th June 2025, Mrs. Rajshree Vijay Bhosale was appointed as Chief Financial Officer of the Company.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act read along with Rules framed thereunder and Regulations of the Listing Regulations and are not disqualified from continuing as an

Independent Director of the Company. The Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Further, in compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA).

Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the management.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company familiarizes the Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programs at periodic intervals.

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the working of the Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the Company operates business model etc. Details of the Familiarization Programme are available on the Company’s website at www.kuberan.co.in.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity & gender, which will help us retain our competitive edge. Your Board comprises experts in the fields of Finance, Corporate Governance, Enterprise Management and Leadership skills.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 07 times during the financial year ended March 31, 2025. Which are as follows:

April 15, 2024, May 23, 2024, May 29, 2024, July 07, 2024, November 13, 2024, November 28, 2024, March 04, 2025.

The Company has complied with the applicable Secretarial Standards in respect of the Board meeting.

The Attendance of the Board Member and Committee Members in the respective meetings are as follows:

Name of Director	Board Meetings during the year
	Entitled to attend	Attended
Mr. Chandramouleeswaran Krishnan	7	7
Mrs. Palanivelammal	7	7
Mr. Chandra Sekaran Krishnan	7	7
Mr. Sathyaseelan Thavasiappan	7	7
Mr. Manikannan Sekar	7	7
Mr. Meganathan Ethiraj	7	7

18. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Act, states that-

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the Profit and Loss of the Company for that period;

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

d. The directors have prepared the annual accounts on a going concern basis; and

e. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operate effectively.

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems were adequate and operating effectively.

19. COMMITTEES OF THE BOARD

The Company has several committees, which have been established as part of best corporate governance practices and comply with the requirements of the relevant provisions of applicable laws and statutes.

Company has Three Committees Namely Nomination & Remuneration Committee, Audit Committee and Stakeholders Relationship Committee. The details of the composition of the Board and its Committees is placed on the Company’s website at www.kuberan.co.in

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013. The Company’s Policy on appointment and remuneration of Directors and Key Managerial Personnel has been disclosed on the Company website www.kuberan.co.in

Terms of Reference/Policy:

On recommendation of the Nomination and Remuneration Committee the Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration.

The Committee consists of the following Members as on March 31, 2025:

Name of Committee Members	Status of the Committee	Nature of Directorship
Mr. Manikannan Sekar	Chairperson	Independent Director
Mr. Meganathan Ethiraj	Member	Independent Director
Mr. Sathyaseelan Thavasiappan	Member	Independent Director
The Nomination and Remuneration Committee was re-constituted by a resolution of our Board dated June 24, 2025. The current constitution of the Nomination and Remuneration Committee is as follows:
Name of Committee Members	Status of the Committee	Nature of Directorship
Mr. Mandar Kamlakar Patil	Chairperson	Independent Director
Mr. Sachin Govind Warule	Member	Independent Director
Ms. Sushmita Jeetendra Shete	Member	Non-Executive Non-Independent Director

AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013.

Terms of Reference/ Policy:

Apart from all the matters provided under Section 177 of the Companies Act, 2013, the Audit Committee reviews report of the internal auditor, financial performance and meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company

The Committee consists of the following Members as on March 31, 2025:
Name of Committee Members	Status in the Committee	Nature of Directorship
Mr. Manikannan Sekar	Chairperson	Independent Director
Mr. Meganathan Ethiraj	Member	Independent Director
Mr. Chandramouleeswaran Krishnan	Member	Managing Director
The Audit Committee was re-constituted by a resolution of our Board dated June 24, 2025. The current constitution of the Audit Committee is as follows:
Name of Committee Members	Status in the Committee	Nature of Directorship
Mr. Mandar Kamlakar Patil	Chairperson	Independent Director
Mr. Sachin Govind Warule	Member	Independent Director
Mr. Suraj Mahadev Gaikwad	Member	Independent Director

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is in existence in accordance with the provisions of Section 178 of the Companies Act, 2013.

Terms of Reference/Policy:

Apart from all the matters provided under section 178 of the Companies Act, 2013. The Stakeholders Relationship Committee reviews the complaints received from the stakeholders of the company as and when required and discusses their findings, suggestions, observations and other related matters.

The Committee consists of the following Members as on March 31, 2025:

Name of Committee Members	Status in the Committee	Nature of Directorship
Mr. Manikannan Sekar	Chairperson	Independent Director
Mr. Meganathan Ethiraj	Member	Independent Director
Mr.Chandramouleeswaran Krishnan	Member	Managing Director
The Stakeholders Relationship Committee was re-constituted by a resolution of our Board dated June 24, 2025. The current constitution of the Stakeholders Relationship Committee is as follows:
Name of Committee Members	Status in the Committee	Nature of Directorship
Mr. Mandar Kamlakar Patil	Chairperson	Independent Director
Mr. Sachin Govind Warule	Member	Independent Director
Mr. Suraj Mahadev Gaikwad	Member	Independent Director

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of ^500 crores or more or turnover of ^1000 crores or more net profit of ^5 crores during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years. Accordingly, the provision of CSR activities under Companies Act 2013 do not apply to the company.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions/contracts/arrangements entered by the Company during the year under review with related party (/ies) are in the ordinary course of business and on an arm’s length basis. As the transactions entered do not fall under Section 188(1) of the Companies Act, 2013 and there are no material Related Party transactions, which may conflict the interest of the Company, hence Form AOC-2 is not required to be furnished. The Company has formulated a policy on dealing with Related Party Transactions which can be accessed on the Company’s website www.kuberan.co.in.

22. CORPORATE GOVERNANCE REPORT

Since your Company is an SME Listed Entity and is being exempted from the provisions of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, it is not required to prepare the Corporate Governance Report and furnish a certificate on compliance of Corporate Governance norms.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the Listing Regulations, Management’s Discussion and Analysis Report for the year under review, is presented in a separate section, forming an integral part of this Annual Report.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 (9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of SEBI (LODR) Regulations 2015 the Company already has in place “Vigil Mechanism Policy” (Whistle Blower Policy) for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any financial statements and reports, etc. The employees of the Company have the right/option to report their concern/grievance to the Chairperson of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

25. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Current policy is to have an appropriate proportion of executive and independent directors to maintain the independence

of the Board and separate its functions of governance and management. As on March 31, 2025, the Board consists of six members, including one managing director, two whole-time directors and three independent directors and as on report date, the Company has one whole-time director, two non-executive directors and three Independent Directors.

On the recommendation of the Nomination & Remuneration Committee (NRC), the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Companies Act and Listing Regulations. The remuneration determined for Executive Directors, KMPs and Senior Management Personnel is subject to the recommendation of the NRC and approval of the Board of Directors. The NonExecutive Directors are compensated by way of sitting fees and the criteria being their attendance and contribution at the Board / Committee Meetings. The Executive Directors are not paid sitting fees; however, the Non- Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings. Thus, the remuneration paid to Directors, KMPs, Senior Management Personnel and all other employees are in accordance with the Remuneration risk of the Company.

The information with respect to the Company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters, provided under section 178 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on Company’s website on www.kuberan.co.in

26. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules (hereinafter referred to as ‘statement’) forms part of this Report. However, the Report and the accounts are being sent to the members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to [email protected].

Further, as per Secretarial Standards- 4 the details of median remuneration need to be provided: As Company Doesn’t have any employee as on 31^st March, 2025 and no remuneration paid to Director, details as required under SS-4 are not applicable.

27. EXTRACTS OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 (“the Act”) the Annual Report referred to in Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, and the Annual Return for the financial year ended March 31, 2025 is available on the Company’s website at www.kuberan.co.in.

28. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and date of this Report. Which have already been mentioned in the Board Report.

29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Company believes that it can only be successful in the long term by creating value both for its shareholders and for society. Your Company is mindful of the needs of the communities and works to make a positive difference and create maximum value for the society. SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from FY 2022-2023 in respect of reporting on ESG (Environment, Social and Governance) parameters.

Since the Company does not fall under these criteria the Business Responsibility & Sustainability Report for FY 2024-25 is not applicable to the Company.

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

Given the nature of activities of your Company, it has not spent any substantial amount on conservation of energy and technology absorption respectively under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Further, more details have been given in Annexure II attached to this report.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. Provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 does not apply to your company as number of employees in the company are below 10 (ten). During the year under review the board has not receipt any complaints.

During the Financial Year 2024-25
Number of complaints received	0
Number of complaints disposed of	Not Applicable
Number of cases pending for more than 90 days	Not Applicable

32. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act. The Company remains committed to supporting working mothers and promoting a gender-inclusive workplace.

33. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the year under review, the Company has not received any Orders from the Regulators or Courts or Tribunal which can impact the ‘going concern’ status of the Company.

34. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 (2) of the Listing Regulations, a cash flow statement is part of the Annual Report 2024-25.

35. POLICIES

All the policies are available on the website of the Company i.e. www.kuberan.co.in

36. PREVENTION OF INSIDER TRADING

The Company has also adopted Insider Trading Regulations. All the Directors, Senior Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this Rules/code. During the year under report, there has been due compliance with the said code of conduct for prevention of insider trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015.

37. GREEN INITIATIVE

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 12th Annual General Meeting of the Company including the Annual Report for FY 2024-25 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

38. OTHER DISCLOSURES

a. Disclosure Under Section 43(a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b. Disclosure Under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c. Disclosure Under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued equity shares under Employees Stock Option Scheme during the year under review.

d. Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

e. Disclosures under section 134(3)(l) of the Companies act, 2013

As disclosed in this report, material changes and commitments which could affect the Company’s financial position, have occurred between the end of the financial year of the Company and the date of this report.

f. Disclosure regarding application made or any proceeding pending under the insolvency and bankruptcy code, 2016, during the year along with their status as at the end of the financial year:

During the period under review there are no such applications made or no such proceeding pending under the Insolvency and Bankruptcy Code, 2016.

g. Disclosure regarding one-time settlement and details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loans from the banks or financial institutions along with the reasons thereof:

During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution. Further There was no revision of financial statements and Boards Report of the Company during the year under review.

h. Reconciliation of Share Capital Audit:

As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit has been carried out at the specified period, by a Practicing Company Secretary.

39. CAUTIONARY STATEMENT:

This report contains forward - looking statements based on the perceptions of the Company and the data and information available with the company. The company does not and cannot guarantee the accuracy of various assumptions underlying such statements and they reflect Company’s current views of the future events and are subject to risks and uncertainties. Many factors like change in general economic conditions, amongst others, could cause actual results to be materially different.

40. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards on Meeting of the Board (SS-1) and General Meetings (SS-2) specified by the Institute of Company Secretaries of India.

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

41. ACKNOWLEDGEMENTS

Your directors take this opportunity to thank and acknowledge with gratitude, the contributions made by the employees through their hard work, dedication, competence, commitment and co-operation towards the success of your Company and have been core to our existence that helped us to face all challenges.

Your directors are also thankful for the consistent co-operation and assistance received from its shareholders, investors, business associates, customers, vendors, bankers, regulatory and government authorities and showing their confidence in the Company.

---

Mar 31, 2024

Your directors have pleasure in presenting the 11^th Annual Report together with the audited
statement of accounts for the year ended 31st March 2024.

1. FINANCIAL RESULTS Amount in ( Rs)

Particulars	Audited
	2023-24	2022-23
Profit before interest depreciation and Tax	29,63,665	25,95,914
Finance cost	0	0
Depreciation and Amortisation	31,62,038	27,37,593
Profit/(Loss) Before Tax	(1,98,373)	(1,41,679)
Provision for taxation	0	0
Profit/(Loss) After Tax	(1,98,373)	(1,41,679)
Other comprehensive income	0	0
Total comprehensive Profit for year	(1,98,373)	(1,41,679)
Total comprehensive Profit for year attributable to non -Controlling Interest
Earnings per share (Basic & Diluted )	(0.09)	(0.07)

2. OPERATIONS:

The total revenue of the Company for the financial year ended 31st March 2024 has been ?96,28,903/-. The EBIDTA from
normal operation for financial year 2023-24 was ?29,33,665/- as compared to ?25,95,914/- in the previous year, registering
an increase of about 14.15%.

The result of all the above factors registering the rise in turnover, and Decrease in the Profit after Tax of the financial year
ended 31st March 2024 has been decreased by 40.08% to ?(1,98,373)/- as against ?(1,41,679)/- for the previous year.

3. DIVIDEND:

In view of the fact that, the Company is considering business expansion in the field of Online Education in the near future,
the Company shall retain earnings for funding further growth. The Company is also desirous to exploit the opportunities to

undertake suitable projects. Therefore, the Board of Directors (hereinafter referred to as “the Board”) has decided not to
declare any dividend for the financial year under review.

4. SHARE CAPITAL:

The paid-up equity share capital as on 31st March 2024 was ?2,10,65,360/- divided into 21,06,536 equity shares of ?10/
each. During the year under review the company has not made any fresh issue of shares .

5. TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND:

The Company does not have any amount of Unpaid/Unclaimed Dividend which is required to be transferred to the
Investors Education & Protection fund as required under Section of the Companies Act 2013. There is no other statutory
amount like outstanding unpaid Refund Amount on Share Applications, unpaid interests or principal of Deposits and
Debentures, etc. lying with the company which are required to be transferred to Investors Education and Protection Fund.

6. TRANSFER TO RESERVES:

The Board of Directors have not appropriated and transferred any amount to any reserve and the Board has decided to
retain the entire amount in the profit and loss account.

7. CHANGE IN BUSINESS NATURE:

The Company has no changes in the business nature during the year under review.

8. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the
Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under
review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the
details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

9. COMPLIANCE WITH THE LISTING AGREEMENT:

Company''s shares are listed on BSE Ltd (startup platform ) w.e.f. 05^th May'' 2021 and Company has complied with the
mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange.

10. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company did not have any subsidiary, associate, and joint venture company during the year under review.

11. CHANGE OF NAME:

The Company did not change the name during the year under review

12. SIGNIFICANT OR MATERIAL ORDER PASSED BY REGULATORS/COURTS:

During the year under review, there were no significant or material orders passed by the regulators or court or tribunals
impacting the going concern status and Company Operations in future.

13. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments, affecting financial position of the Company which has occurred between
the end of the financial year of the Company i.e., March 31, 2024, and the date of the director report.

14. CORPORATE GOVERNANCE:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report is not
applicable for our company.

15. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion
and Analysis is attached hereto and forms part of this Report.

16. RELATED PARTY TRANSACTION:

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and
normal course of business and at arm''s length as part of its philosophy of adhering to highest ethical standards,
transparency, and accountability.

The particulars of contracts or arrangements with related parties referred to in subsection (1) of section 188 of the Act in the
prescribed Form AOC-2 is annexed hereto and marked as Annexure - “A” and forms part of this Report.

17. DISCLOSURE OF INFORMATION AS REQUIRED UNDER SECTION 134 (3)(M) OF THE COMPANIES ACT, 2013
(ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated
under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules,2014, is
annexed hereto and marked as Annexure - “B”

18. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and 134 (3) (a) of the Act, 2013, the Annual Return for the financial year ended
31st March 2022 is given in Annexure ''C'' to this Report. A copy of the Annual Return is also available on the website of the
Company www.kgesltd.in

19. AUDITORS & REPORTS:

a. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules,
2014, Mr.CA.A.SHEIK MOHAMED HASHIM, Chartered Accountant, (FRN: ICAI-020991) , was appointed as Statutory
Auditors of the Company, to fill the casual vacancy caused by the resignation of M/s CA.K.Sekar, Chartered Accountants,
Coimbatore, who shall office upto the conclusion of the ensuing Annual General Meeting. The consent of the Auditors along
with certificate under Section 139 of the Act have been obtained from the Auditors to the effect that their appointment, if
made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the
Company.

The Board of Directors of the Company at their meeting held on August 25, 2021, on the recommendation of the Audit
Committee, have made its recommendation for the appointment of Mr.CA.A.SHEIK MOHAMED HASHIM, Chartered
Accountant, (FRN: ICAI-020991) the Statutory Auditors of the Company for an initial term of five years. Accordingly, a
resolution, proposing appointment of Mr.CA.A.SHEIK MOHAMED HASHIM, Chartered Accountant, (FRN: ICAI-020991) as
a Statutory Auditors of the Company for a term of five consecutive years (i.e.) from the conclusion of 8^th Annual General
Meeting of the Company till the conclusion of the 12^th Annual General Meeting of the Company, subject to ratification of the
appointment by the Members at ensuing Annual General Meeting.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further
comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

b. Secretarial Audit:

The Board on the recommendation of the Audit Committee appointed Mrs Sumathi ; Company Secretaries in Practice,
Coimbatore, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2023-24.

c. Cost Audit:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

d. Internal Auditors of the Company:

The Company has adopted an internal control system, commensurate with its size.

There are no adverse remarks by Internal Committee in the report issued by them for the financial Year end 31stMarch
2024.

e. Reporting of frauds by statutory auditors:

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143 (12) of the Act
read with Companies (Accounts) Rules, 2014.

f. Code for prevention of Insider Trading:

As per Securities and Exchange Board of India (Prohibition of Insider Trading Regulations), 2015,your Company has
adopted an amended Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate
Relatives under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code
of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information and
has been made available on the Company''s website.

20. UPDATION OF EMAIL IDS FOR RECEIVING NOTICES / DOCUMENTS IN ELECTRONIC MODE:

Shareholders who have not registered their email addresses with the Company are requested to register their email
addresses with the Company to enable the Company to deliver notices /documents through e_mode. Shareholders holding
their shares in demat mode also have an option to register their email addresses with their depository, through their
depository participant.

21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company maintains adequate internal control systems, which provide, amongst other things, adequate support to all its
operations and effectively handle the demands of the Company''s financial management systems. The Company has in
place effective systems safeguarding the assets and interest of the Company and ensuring compliance with law and
regulations. The Company''s internal control systems are supplemented by an extensive program of internal audit
conducted by an external auditor to ensure adequate system of internal control.

22. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of Companies Act, 2013, as amended, with respect to the Directors''
Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the accounts for the financial year ended 31st March 2024, the applicable Accounting Standards
have been followed along with proper explanation relating to material departures.

ii. 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 of 31st March
2024 and of the profit and loss of the Company for the year ended 31st March 2024.

iii. The Directors have taken proper and enough care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.

iv. The Directors have prepared the annual accounts for the financial year ended 31st March 2024 on a going concern
basis.

v. 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.

vi. 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.

23. SECRETARIAL STANDARDS OF ICSI:

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General
Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

24. COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY:

Following are the Committees of Board of Directors of the Company. The Composition of the following Committees are
hosted on the website of the Company.

(i) Audit Committee

The Audit Committee was re-constituted by a resolution of our Board dated December 27, 2019. The current constitution of
the Audit Committee is as follows:

Name of the Director	Position in the Committee	Designation
Manikannan Sekar	Chairman	Independent Director
Meganathan Ethiraj	Member	Independent Director
Chandramouleeswaran Krishnan	Member	Managing Director

The Company Secretary and Compliance Officer of the Company would act as the Secretary to the Audit Committee

The scope and function of the Audit Committee is in accordance with section 177 of the Companies Act. The
recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are
binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for
disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to
the shareholders. The Chairman of the Audit committee has to attend the Annual General Meetings of the Company to
provide clarifications on matters relating to the audit.

A. Terms of Reference of Audit Committee:

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

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the
statutory auditor and the fixation of audit fees.

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

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

i. Matters required to be included in the Director''s Responsibility Statement to be included in the Board''s report in terms of
clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to financial statements;

vi. Disclosure of any related party transactions;

vii. Qualifications in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

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

7. Review and monitor the auditor''s independence, performance and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems

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

14. Discussion with internal auditors any significant findings and follow up there on.

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

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post¬
audit discussion to ascertain any area of concern.

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

18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against
victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the
Chairperson of the Audit Committee in appropriate and exceptional cases.

19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the
auditor and review of the financial statements before submission to the Board;

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

21. To investigate any other matters referred to by the Board of Directors;

22. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

B. The Audit Committee shall mandatorily review the following information:

a. Management discussion and analysis of financial information and results of operations;

b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;

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

d. Internal audit reports relating to internal control weaknesses; and

e. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit
Committee.

C. Meeting of Audit Committee and relevant Quorum

The committee shall meet at least four times in a year and not more than four months shall elapse between any two
meetings. The quorum for the meeting shall be presence of any two members of the committee, but there shall be presence
of minimum two Independent members at each meeting. Meeting of the Audit Committee shall be called by at least seven
days'' notice in advance.

(ii) Nomination and Remuneration Committee

The Nomination and Remuneration committee was re-constituted by a resolution of our Board dated December 27, 2019.
The current constitution of the Nomination and Remuneration committee is as follows:

Name of the Director	Position in the Committee	Designation
Meganathan Ethiraj	Chairman	Independent Director
Manikannan sekar	Member	Independent Director
Sathyaseelan Thavasiappan	Member	Independent Director

The scope and functions of the Nomination and Remuneration Committee are in conformity with the requirements of
section 178 of the Companies Act. Remuneration/Compensation Committee shall be called by at least seven days'' notice in
advance.

A. The terms of reference of the Nomination and Remuneration Committee, inter alia includes the following:

• Identify persons who are qualified to become directors and who may be appointed in senior management of the
Company;

• formulate criteria for determining qualification, positive attributes and independence of a director;

• recommend to the Board appointment and removal of a director and senior management;

• evaluate the Board''s performance and carry out evaluation of directors, key managerial persons and senior management;

• evaluate the Board''s performance and carry out evaluation of every director''s performance;

• make recommendations to the Board relating to the remuneration for directors, key managerial personnel and other
employees;

• ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
directors, key managerial personnel and senior management to run the Company successfully;

• ensure that remuneration to directors, key managerial personnel and senior management involves a balance between
fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company
and its goals.;

• delegate any of its powers to one or more of its members or the secretary of the Committee;

• consider such other key issues or matters as may be referred by the Board or as may be necessary in view of the

provisions of the Act and Rules made thereunder.

B. Meetings: The committee shall meet as and when the need arise for review of Managerial Remuneration. The quorum
of the meeting shall be presence of any two members.

(iii) Stakeholder''s Relationship Committee

The Shareholder and Investor Grievance Committee of our Board were constituted by our Directors pursuant to section
178 (5) of the Companies Act by a board resolution dated dated December 27, 2019. The Shareholder and Investor
Grievance Committee comprises of:

Name of the Director	Position in the Committee	Designation
Sathyaseelan Thavasiappan	Chairman	Independent Director
Manikannan Sekar	Member	Independent Director
Chandramouleeswaran Krishnan	Member	Managing Director

The Company Secretary and Compliance Officer of our Company acts as the Secretary to the Committee

A. This committee will address all grievances of Shareholders/Investors and its terms of reference include the following:

i. Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

ii. Redressal of security holders''/investor''s complaints Efficient transfer of shares; including review of cases for refusal of
transfer / transmission of shares and debentures;

iii. Reviewing on a periodic basis the approval/refusal of transfer or transmission of shares, debentures or any other
securities;

iv. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

v. Allotment and listing of shares;

vi. Reference to statutory and regulatory authorities regarding investor grievances; and

vii. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

viii. Any other power specifically assigned by the Board of Directors of the Company Meetings and Quorum: The
Stakeholder/ Investor Relationship Committee shall meet at least at least four times a year with maximum interval of four
months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressal of
complaints received from the shareholders of the Company. The quorum for the meeting shall be the presence of any two
of the members out of which shall be an Non-Executive Director.

iv. Corporate Social Responsibility:

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read
with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of ?500 crores or
more or turnover of ?1000 crores or more net profit of ?5 crores during any financial year have to spend at least 2% of the
average net profit of the Company made during the three immediately preceding financial years. Accordingly, the provision
of CSR activities under Companies Act, 2013 do not apply to company.

25. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS: APPOINTMENT

No new appointments were made for the financial Year end 31stMarch 2024.

RESIGNATION:

No Directors and Key Managerial Personnel of the Company have resigned during the financial year ending 31^st March
2024.

RETIREMENT BY ROTATION:

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation. As per the
provisions of Section 152 of the Companies Act, 2013, Mr. Krishnan.c retires by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment. Your Directors recommend his approval in accordance with
the provisions of the Act and the said Director is not disqualified from being re-appointed as a Director of a Company as per
the disclosure received from him pursuant to Section 164(2) of the Act.

APPOINTMENT CRITERIA AND QUALIFICATIONS

The Nomination & Remuneration Committee identifies and ascertain the integrity, qualifications, expertise and experience
of the person for appointment as Director, Key Managerial Personnel (“KMP”) or at Senior Management level and
recommend the same to the Board for appointment.

26. MATTERS RELATED TO DIRECTORS:

i. Independent Directors'' Declaration:

The Independent Directors have given declarations that they meet the criteria of independence as laid down under Section
149(6) of the Companies Act, 2013.Pursuant to the Companies (Appointment and Qualification of Directors) Rules, 2014,
the Independent Directors are registered with MCA Independent Director''s Databank.

ii. Board Evaluation:

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a
whole and performance of the Chairman was evaluated, taking into account the views of executive director. The same was
discussed in the Board meeting held subsequently to the meeting of the independent directors, at which Board of Directors
carried out an annual evaluation of its own performance, board committee and individual directors pursuant to the
provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The performance of committee was evaluated by the
board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning etc.

The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and
Remuneration and Stakeholders Relationship Committee) and independent Directors (without participation of the relevant
Director).

iii. Remuneration Policy:

The Board of Directors has on recommendation of the Nomination & Remuneration Committee framed policy for selection
and appointment of Directors, Senior Management and their remuneration.

iv. Number Of Board Meetings:

The Board met 6 (Six) times during the financial year ended 31st March 2024 in accordance with the provisions of the Act.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Pursuant to the provisions of Section 186 of the Act read with The Companies (Meetings of Board and its Powers) Rules,
2014, Loans, guarantees and investments has been furnished in the Notes No. 5 & 6 to Audited financial statement which
forms part of the financials of the Company.

28. PARTICULARS OF THE EMPLOYEES:

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the
above Rules are annexed as Annexure “E” to this Report.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working
for the Company through various interventions and practices. It is the continuous endeavour of the Management of the
Company to create and provide an environment to all its employees that is free from discrimination and harassment
including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company arranged various interactive awareness
workshops in this regard for the employees in the Corporate Office during the financial year.

Following is a summary of sexual harassment complaints received and disposed of during the year:

S.NO	PARTICULARS	No..of Complaints
1	No. of complaints received	NIL
2	No. of complaints disposed	NIL
3	No. of complaints pending	NIL

30. ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to the provisions of Section 177 (9) of the Act read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, and Regulation 22 of SEBI (LODR) Regulations 2015 the Company already has in place “Vigil
Mechanism Policy” (Whistle Blower Policy) for Directors and employees of the Company to provide a mechanism which
ensures adequate safeguards to employees and Directors from any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit
Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business
operations.

31. LEGAL AND REGULATORY:

Compliance with laws and regulations is an essential part of your Company''s business operations. We are subject to laws
and regulations in diverse areas as product safety, product claims, trademarks, copyright, patents, competition, employee
health and safety, the environment, corporate governance, listing and disclosure, employment, and taxes.

Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities regulating
same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that we remain
complaint with relevant laws and legal obligations.

32. SYSTEM AND INFORMATION:

Your Company''s operations are increasingly dependent on IT systems and the management of information. Increasing
digital interactions with customers, suppliers and consumers place even greater emphasis on the need for secure and
reliable IT systems and infrastructure, and careful management of the information that is in our possession.

The cyber-attack threat of un-authorised access and misuse of sensitive information or disruption to operations continues to
increase. To reduce the impact of external cyber-attacks impacting our business we have firewalls and threat monitoring
systems in place, complete with immediate response capabilities to mitigate identified threats. Our employees are trained to
understand these requirements.

33. GENERAL DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:

a. The Company has not issued any shares with differential rights and hence no information as per provisions of Section
43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b. The Company has not issued any sweat equity shares during the year under review and hence no information as per
provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014
is furnished.

c. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review
and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.

d. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased
directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share
Capital and Debentures) Rules, 2014.

34. CAUTIONARY STATEMENT:

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives,
expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual
results may differ materially from those expressed in the statement. Important factors that could influence the Company''s
operations include global and domestic demand and supply, input costs, availability, changes in government regulations,
tax laws, economic developments within the country and other factors such as litigation and industrial relations.

35. SHARE TRANSFER SYSTEM:

Presently the Share Transfer documents received by the Company''s Registrar and Transfer Agents in physical form are
processed, approved, and dispatched within a period of 5 to 15 days from the date of receipt, provided the document
receive are complete and the shares under transfer are not under dispute.

ISIN NO:

The Company''s Demat International Security Identification Number (ISIN) for its equity shares in NSDL and CDSL is
INE04CO01018.

ACKNOWLEDGEMENT:

Your directors would like to express their deep appreciation to employees at all levels for their hard work, dedication, and
commitment. The Board also places on record its appreciation and gratitude for the continued cooperation and support
received by your Company during the year from shareholders, investors, bankers, financial institutions, customers,
business partners, all regulatory and government authorities, and other stakeholders.

For and On Behalf of the Board of Directors

Kuberan Global Edu Solutions Limited,

CIN-U80900TZ2013 PLC019519

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K.CHANDRAMOULEESWARAN
MANAGING DIRECTOR
DIN : 06567258