Kuberan Global Edu Solutions Ltd. : Director's Report
Industry Educ BSE Code 543289 Face Value 10.00
Chairman NSE Code KGES Market Lot 6000
Group Not Applicable ISIN No INE04CO01018 Book Closure 28/09/2024
You can view full text of the latest Director's Report for the company.
Year End :2024-03

Your directors have pleasure in presenting the 11th 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. 05th 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 8th Annual General
Meeting of the Company till the conclusion of the 12th 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 31st 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

--sd--

K.CHANDRAMOULEESWARAN
MANAGING DIRECTOR
DIN : 06567258

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