To,
The Members,
KUBERAN GLOBAL EDU SOLUTIONS LIMITED
401, GES Complex, 1st Floor, 7th Street,
Gandhipuram, Coimbatore, Tamil Nadu -641012.
Your directors take pleasure in presenting their 12th 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
(Rs in Lakhs)
Particulars |
For the year ended March 31, 2025 |
For the year ended 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 30th October, 2024 with M/s Hathor Corporate Advisors LLP
(Acquirer) along with Person Acting in Concerts and as per open offer dated 30th 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:
|
As on 31st March, 2025 |
As on 31st March, 2024 |
Particulars |
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 |
There were no changes made to the Authorised Share Capital of the Company for the year
ended 31st March 2025.
b. Issued, Subscribed and Paid-up Share Capital
|
As on 31st March, 2025 |
As on 31st March, 2024 |
Particulars |
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 31st 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 12st 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 31st May 2025.
b. Mr. Vishnu Vishwanathan, Chief Financial Officer of the Company, resigned from
Company w.e.f 23rd June 2025.
c. On 24th 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
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
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
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
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
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
Further, as per Secretarial Standards- 4 the details of median remuneration need to be
provided: As Company Doesn't have any employee as on 31st 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
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.
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.
For and on behalf of the Board of Directors Kuberan Global Edu Solutions Limited
Sd/- |
Sd/- |
Sushmita Jeetendra Shete |
Rajshree Vijay Bhosale |
Director & Chairperson |
Director & CFO |
DIN:10786857 |
DIN: 10754030 |
