To,

The Members

Virtual Global Education Limited

Your Directors have pleasure in presenting the 33 rd Annual Report and the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2026. 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.

? FINANCIAL HIGHLIGHTS

Financial Summary and performance Highlights of your Company, for the financial year ended March 31, 2026 are as follows:

(Amt in Lakhs)

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.

? STATE OF COMPANY'S AFFAIRS AND OPERATIONS

Standalone Financials

The total revenue of your Company for the financial year 2025-26 is Rs. 58.53 (In Lakhs) as compare to Rs. 105.66 (In Lakhs) for the previous financial year 2024-25. The Net Profit before tax stood at Rs. (33.27) (In Lakhs) as against Rs. (37.39) (In Lakhs) in the previous year. The profit after Tax is Rs. (33.77) (In Lakhs) as against Profit after Tax Rs. (38.33) (In Lakhs) in the previous year.

Consolidated Financials

The total revenue of your Company for the financial year 2025-26 is Rs. 58.53(In Lakhs) as compare to Rs. 105.66 (In Lakhs) for the previous financial year 2024-25. The Net Profit before tax stood at Rs. (33.39) (In Lakhs) as against Rs. (37.59) (In Lakhs) in the previous year. The profit after Tax, minority interest and share of profit/(loss) of associates is Rs. (33.83) (In Lakhs) as against Profit after Tax Rs. (38.53) (In Lakhs) in the previous year.

? 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 2025-26 and there has been no transfer to General Reserve.

? CAPITAL STRUCTURE

Authorised Share Capital

The Authorised Share Capital of the Company as at March 31, 2026 was Rs. 100,00,00,000.

Paid up Share Capital

The Paid-up share capital as at March 31, 2026 stands at Rs. 56,61,63,698 comprising of 566163698 equity shares of Rs.1/- each fully paid up.

During the year, the Company has allotted 14,25,00,000 Equity Shares having face value of Rs. 1/-each at an issue price of Rs. 1/-each consequent upon the conversion of 14,25,00,000 warrants issued at an Issue Price of Rs. 1/-each, on a preferential basis, upon receipt of the consideration aggregating to Rs. 10,68,75,000/ (Rupees Ten Crore Sixty-Eight Lakhs Seventy five thousand Only) at the rate of Rs. 0.75/-per warrant (being 75% of the issue price per warrant) from the allottees pursuant to the exercise of their rights of conversion into equity shares in accordance with the provisions of SEBI (ICDR) Regulations, 2018.

The new equity shares so allotted shall rank pari-passu with the existing equity shares of the Company.

? CHANGE IN NATURE OF BUSINESS

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

? MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitment affecting the financial position of the Company occurring between March 31, 2026 and the date of Board Report.

? 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;

Appointment, Re-appointment and Resignation of Directors & KMP

? Mr. Ankit Sharma has resigned from the post of Whole time Executive Director and Chief Finnacial Officer of the Company w.e.f. 23rd May, 2025.

? Ms. Neha Yadav Company Secretary and Compliance officer of the company has resigned from the company

w.e.f. 16 th June 2025. Further The Company Appointed Mr. Sandeep Singh as Company Secretary and Compliance officer as on 30 th July 2025.

? Mr. Sandeep Singh Company Secretary and Compliance officer of the company has resigned from the company

w.e.f. 07 th November 2025. Further the Company Appointed Mr. Navneet Kumar Mishra as Company Secretary and Compliance officer as on 07 th November 2025.

? Mr. Prasanna Mohapatra has appointed as Whole time Executive Director of the Company w.e.f 07th November 2025. Further, he resigned from his post w.e.f 25th May 2026.

? Ms. Shikha has resigned from the post of Managing Director of the Company w.e.f. 07th November, 2025.

? Mr. Navneet Kumar Mishra Company Secretary and Compliance officer of the company has resigned from the company w.e.f. 10th November 2025. Further the Company Appointed Ms. Anju as Company Secretary and Compliance officer as on 30th January 2026.

? Mr. Ponnaluri Venkata Sridhar has resigned from the post of Chief Executive Officer of the company w.e.f. 22nd January 2026.

? Ms. Surabhi Yadav has appointed as Additional Non-Executive Independent Director of the Company w.e.f 30th January 2026. Further, she resigned from her post w.e.f 24th April 2026.

? Mr. Satyendra Aryan has resigned from the post of Chief Executive Officer of the company w.e.f. 06th February 2026

? Ms. Anju Company Secretary and Compliance officer of the company has resigned from the company w.e.f. 09th February 2026.

? Ms. Rajni Chawla has appointed as Additional Non-Executive Independent Director of the Company w.e.f 30th January 2026. Further, she resigned from her post w.e.f 21st May 2026.

? Mr. Gaurav Garg has appointed as Chief Financial Officer w.e.f 06th February 2026.

? The Company Appointed Mr. Rahul as Company Secretary and Compliance officer as on 06th April 2026. He had resigned from his designation w.e.f 13th April 2026.

? Mr. Prem Gupta has appointed as Additional Whole-Time Director and Ms. Payal Sharma as Additional Independent Director and Mr. Rohan Mohan Agarwal as Additional Independent Director of the Company w.e.f 27th May 2026.

? Ms. Renu Malik has appointed as Company Secretary and Compliance officer of the company w.e.f. 13th July 2026.

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 33 rd AGM.

? 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.

? 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 .

? 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, 2026, 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, 2026 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.

? 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.

? PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT,

2013

The details of the Loan given by the Company are mention in Notes of the Audited Financial Statements. The Company has not given any Guarantee to any person and made any investment during the year under review.

? 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.

? AUDITORS' AND AUDIT REPORTS

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

? Auditors Report

The Auditors' Report for the financial year ended March 31, 2026 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).

? 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 2025-26.

? 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

? NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR

During the year, the Board met Six 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.

? 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.

Mr. Chandan Jha , 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 Secretarial audit report is annexed herewith as Annexure 3.

? 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.

? 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.

? 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.

? 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

? 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.

? 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 .

? 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 .

? 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.

? 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 2025-2026 and the same has been attached as Annexure 6.

? 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-

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

? 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.

? 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, 2026 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. The details of complaints during the financial year are as follows:

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

? BOARD COMMITTEES (COMPOSITION AND HIGHLIGHTS OF DUTIES AND RESPONSIBILITIES

From 1st April, 2025 to 30 th January 2026, the audit committee comprised of the following members:

From 30 th January 2026 to 31 st March 2026, the audit committee comprised of the following members:

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

From 1st April, 2025 to 30 th January 2026, the audit committee comprised of the following members:

From 30 th January 2026 to 31 st March 2026, the audit committee comprised of the following members:

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

From 1st April, 2025 to 30 th January 2026, the audit committee comprised of the following members:

From 30 th January 2026 to 31 st March 2026, the audit committee comprised of the following members:

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.

? 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 csvirtualeducation@gmail.com for sending communications to the Authorized

Person or the Company Secretary.

? 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 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, 2026. A certificate from the Whole-time Director confirming the same is enclosed as 'Annexure B' to the Corporate Governance Report.

? 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.

? 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.

? 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.

? 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.

? DEPOSITORY

As on 31.03.2026, out of the Company's total paid-up Equity Share of 542413698; 542399598 (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.

? 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 Regulations), 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.

? 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 ) 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.

? 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.

? 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

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